ATP III GP, Ltd. v. Rigmora Biotech Investor One LP
This text of ATP III GP, Ltd. v. Rigmora Biotech Investor One LP (ATP III GP, Ltd. v. Rigmora Biotech Investor One LP) is published on Counsel Stack Legal Research, covering Court of Chancery of Delaware primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.
Opinion
COURT OF CHANCERY OF THE STATE OF DELAWARE
KATHALEEN ST. J. MCCORMICK LEONARD L. WILLIAMS JUSTICE CENTER CHANCELLOR 500 N. KING STREET, SUITE 11400 WILMINGTON, DELAWARE 19801-3734
September 2, 2025
Garrett B. Moritz Blake Rohrbacher Roger S. Stronach Daniel E. Kaprow Ross Aronstam & Moritz LLP Richards, Layton & Finger, P.A. 1313 N. Market Street, Suite 1100 920 N. King Street Wilmington, DE 19801 Wilmington, DE 19801
Michael A. Barlow Shannon Doughty Quinn Emmanual Urquhart & Sullivan, LLP 500 Delaware Avenue, Suite 220 Wilmington, DE 19801
Re: ATP III GP, Ltd. v. Rigmora Biotech Investor One LP, et al., C.A. No. 2025-0607-KSJM
Dear Counsel:
This letter resolves Plaintiff’s Omnibus Motion to Compel1 and Defendants’
Motion to Compel Documents Improperly Withheld as Privileged.2 This is a highly
expedited case. Trial is set to begin on September 18, 2025. In the interest of time,
this decision assumes the readers’ familiarity with the action and motions and cuts
to the chase. Plaintiff’s motion is granted, and Defendants’ motion is granted in
part pending the outcome of the special magistrate’s review requested below.
1 Dkt. 141 (Pl.’s Mot.); see also Dkt. 154 (Defs.’ Opp’n); Dkt. 163 (Pl.’s Reply).
2 Dkt. 143 (Defs.’ Mot.); see also Dkt. 155 (Pl.’s Opp’n); Dkt. 161 (Defs.’ Reply). C.A. No. 2025-0607-KSJM September 2, 2025 Page 2 of 5
Plaintiff filed its motion to compel on August 17, 2025. The parties
completed briefing on August 21, 2025. Plaintiff makes three requests. First,
Plaintiff asks that the court compel Defendants to forensically review and produce
electronic messages from Alexey Yakovlev’s, Yuri Bogdanov’s, and Olga
Khorobrykh’s phones.3 Second, if those newly produced text messages raise
“questions and facts,” Plaintiff requests that the court require Defendants to make
available for deposition Bogdanov, Yakovlev, Khorobrykh, and any other individual
whose messages were newly produced.4 Finally, Plaintiff seeks to force Defendants
to re-review communications of Patrik Blöchlinger to remove any erroneously
applied redactions to non-legal communications.5
Defendants argue that they already collected electronic messages such as
Signal chats in compliance with the parties’ ESI protocol and that they already
properly produced Blöchlinger’s communications with appropriate privilege
redactions.6 These actions moot all of Plaintiff’s requests, according to Defendants.
Plaintiff’s motion seeks information within the scope of discovery, as
Defendants tacitly concede. To the extent Defendants have not yet done so, they
are ordered to promptly complete their forensic collection and production from
Yakovlev’s, Bogdanov’s, and Khorobrykh’s phones. Defendants must also re-review
Blöchlinger’s communications to remove any overbroad redactions applied to
communications concerning business advice or where business advice predominates.
3 See Pl.’s Mot. ¶ 20.
4 See id. ¶ 21; see also Proposed Order ¶ 3, Dkt. 141.
5 See Pl.’s Mot. ¶ 27.
6 See Defs.’ Opp’n ¶¶ 4–26. C.A. No. 2025-0607-KSJM September 2, 2025 Page 3 of 5
After the re-review is complete, senior Delaware counsel must certify that
Defendants have worked in good faith to produce all non-privileged documents and
unredact any overly aggressive redactions. To the extent newly produced messages
from Bogdanov’s, Yakovlev’s, or Khorobrykh’s phones raise new factual or legal
issues, the court will consider scheduling relief designed to all Defendants to re-
depose these witnesses.
Defendants filed their motion on August 17, 2025. The parties completed
briefing on August 21, 2025. Defendants seek to re-depose Joseph Yanchik and to
compel two categories of documents withheld as privileged.
Defendants seek to re-depose Yanchik because Plaintiff improperly clawed
back documents before his deposition that Defendants would have used during it. 7
But Plaintiff has already agreed to promptly produce the clawed-back documents
and to allow Defendants to “use [those] documents in connection with reasonable
cleanup inquiries regarding Defendants’ 30(b)(6) topic 17.”8 The request to compel
Plaintiff to produce the improperly clawed-back documents is therefore moot.9
The first category of documents that Defendants seek to compel are
documents relating to Defendants’ capital commitments and legal obligations under
7 See Defs.’ Mot. ¶ 29.
8 See Pl.’s Opp’n, Ex. G at 1.
9 But it appears Plaintiff has only agreed to make Yanchik available for questions
related to topic 17––not topic 14. See id. Plaintiff provides no basis in its Opposition for restricting Yanchik’s second deposition to topic 17 and Yanchik’s own testimony from his prior deposition indicates he was not then prepared to testify about topic 14. See Pl.’s Opp’n ¶ 20; Defs.’ Reply, Ex. 24 at 122:1–123:2. Accordingly, Plaintiff is required to make Yanchik available for deposition inquiries covering topics 14 and 17 listed in Schedule A of Defendants’ Notice of 30(b)(6) Deposition. See id. ¶¶ 5–6. C.A. No. 2025-0607-KSJM September 2, 2025 Page 4 of 5
the Subscription Agreements. Defendants argue that Plaintiff waived privilege over
these documents when William Engels (Plaintiff’s CFO and 30(b)(6) witness) and
Dr. Seth Harrison (Plaintiff’s managing partner) testified during their depositions
about advice they received from Plaintiff’s in-house counsel on the topic. But a
waiver under DRE 510(a) only applies where the communications disclosed were
privileged.10 The testimony on which Defendants rely did not involve privileged
communications, but rather, business information. Plaintiff therefore did not waive
attorney-client privilege. The motion is denied as to the first category.
The second category includes documents containing legal advice regarding
the business and financial condition of Apple Tree Partners Life Sciences Ventures,
L.P. (the “Fund”).11 Defendants claim they shared a “mutuality of interest” with
Defendants regarding the Fund’s business and financial condition before May 15,
2025 because they own 99% of the Fund.12 But Plaintiff logged around 14,500
documents from this period. Defendants point out that the parties were at odds
many times prior to May 15, 2025, as they amended their agreements 22 times. It
is unclear, however, whether all the logged entries fit this category.
10 See DRE 510(a) (“A person waives a privilege conferred by these rules or work-
product protection if such person… discloses or consents to disclosure of any significant part of the privileged or protected communication or information.” (emphasis added)). 11 See Defs.’ Mot. ¶ 19.
12 Defendants claim they are entitled to documents predating May 15, 2025 that
Plaintiff withheld as privileged and that relate to any of the following five categories: “(i) the Fund’s business and financial condition, including with respect to its Portfolio Companies; (ii) the Fund’s business and financial prospects, including with respect to its Portfolio Companies; (iii) the structure of the Fund; (iv) the Defendants’ capital contribution commitments; and (v) the negotiation of the [Fund’s Amended and Restated Limited Partnership Agreement].” See id. ¶ 16. C.A. No. 2025-0607-KSJM September 2, 2025 Page 5 of 5
Given the volume of documents withheld and the parties’ mutual interests in
the Fund prior to May 15, 2025, I am ordering the parties select a special discovery
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ATP III GP, Ltd. v. Rigmora Biotech Investor One LP, Counsel Stack Legal Research, https://law.counselstack.com/opinion/atp-iii-gp-ltd-v-rigmora-biotech-investor-one-lp-delch-2025.