COURT OF CHANCERY OF THE STATE OF DELAWARE NATHAN A. COOK LEONARD L. WILLIAMS JUSTICE CENTER VICE CHANCELLOR 500 N. KING STREET, SUITE 11400 WILMINGTON, DELAWARE 19801-3734
Date Submitted: June 11, 2024 Date Decided: August 1, 2024
John G. Harris Stephen C. Norman Halloran Farkas + Kittila LLP Jaclyn C. Levy 5722 Kennett Pike Emma K. Diver Wilmington, Delaware 19807 Potter Anderson & Corroon LLP 1313 North Market Street, 6th Floor Wilmington, Delaware 19801
RE: Former SARcode Shareholder LLC v. Novartis Pharma AG C.A. No. 2022-1053-NAC
Dear Counsel:
This letter addresses my ruling on the plaintiff’s motion to vacate the prior
judgment (the “Motion”). 1 For the reasons below, I deny the Motion.
1 Former SARcode S’holder LLC v. Novartis Pharma AG, C.A. No. 2022-1053-NAC,
Docket (“Dkt.”) 9 (“Am. Compl.”). In its original filing on November 18, 2022, the plaintiff filed a “Petition to Vacate Prior Judgment” and listed itself and Novartis Pharma AG as the petitioner and the respondent, respectively. Dkt. 1, Pet. to Vacate Prior J. On April 26, 2023, the plaintiff filed what it labeled as its “Amended Petition to File a Motion to Vacate Judgment” and listed itself and Novartis Pharma AG as the plaintiff and the defendant, respectively. Dkt. 9, Am. Pet. to File a Mot. to Vacate J. Attached to the amended petition was a motion to vacate dismissal under Court of Chancery Rule 60(b)(2), which requires such a motion. Dkt. 11, Pl.’s Mot. to Vacate Dismissal. As exemplified in the plaintiff’s petition and amended petition, the parties have used terms inconsistently in their filings. But in light of the pending motion before me and the most recent filings listing the parties as the plaintiff and the defendant, I will employ the terms “plaintiff,” “defendant,” and “motion,” regardless of the inconsistent language the parties have used throughout the record. C.A. No. 2022-1053-NAC August 1, 2024 Page 2 of 16
I. FACTUAL BACKGROUND
For a more comprehensive factual background, I refer readers to the two prior
memorandum opinions issued by this Court on August 9, 2017, and February 13,
2020. 2 This decision recites only the asserted facts necessary to resolve the Motion.
The following facts are drawn from the pleadings, documents incorporated therein,
and other documents subject to judicial notice. 3
SARcode Bioscience Inc. (“SARcode”), a pharmaceutical development company
incorporated in Delaware, developed a drug—Lifitegrast, which is sold commercially
under the brand name Xiidra (the “Drug”)—to treat dry eye disease. With high hopes
for the Drug’s regulatory approval and eventual commercial use, SARcode conducted
phase II and phase III clinical trials to test the Drug’s effectiveness and safety. Those
clinical trials demonstrated that the Drug had significant potential.
On March 23, 2013, Shire US Holdings, Inc. (“Shire”), Owl Merger Sub, Inc.,
2 Fortis Advisors LLC v. Shire US Hldgs., Inc. (Shire I), 2017 WL 3420751 (Del. Ch.
Aug. 9, 2017); Fortis Advisors LLC v. Shire US Hldgs., Inc. (Shire II), 2020 WL 748660 (Del. Ch. Feb. 13, 2020). This litigation was originally filed in 2016 under a different docket number which ultimately culminated in the Court’s decision in Shire I. The plaintiff then appealed the Court’s decision before voluntarily dismissing the action. Soon thereafter, the plaintiff filed another action under a different docket number. The second litigation concluded with the Court’s decision in Shire II. This action is therefore the third, and hopefully final, docket to resolve this dispute. I note that Rule 60 motions are usually filed in the same case and on the same docket that the party wants re-opened. Here, I held a status conference to discuss this with the parties. During the call, the plaintiff’s counsel explained that the case was so old that it had been marked as administratively closed and could not be re-opened. For that reason, the plaintiff opened a new case in filing its petition. I questioned whether that was the administratively correct course of action. But since counsel for all parties requested that I nonetheless consider this as a Rule 60 motion, and in the interests of efficiency, I treat this as an extension of the prior litigation.
3 See Wal-Mart Stores, Inc. v. AIG Life Ins. Co., 860 A.2d 312, 320 (Del. 2004); Franklin
v. Glenhill Advisors LLC, 2023 WL 569192, at *1 (Del. Ch. Jan. 27, 2023), aff'd, 304 A.3d 950 (Del. 2023). C.A. No. 2022-1053-NAC August 1, 2024 Page 3 of 16
SARcode, and Fortis Advisors LLC (“Fortis”), entered into an agreement whereby
Shire would acquire SARcode and the Drug (the “Merger Agreement”). Under the
Merger Agreement, if the Drug were to meet certain milestones, Fortis, acting as the
SARcode stockholders’ agent, would receive several contingent milestone payments.
Specifically, the Merger Agreement conditioned the significant milestone payments
on the Drug’s performance in a second phase III clinical trial (the “Milestone Study”).
The Milestone Study had two primary endpoints, one related to the symptoms
of the eye disease and the other related to the signs of the eye disease. If the Drug
were to meet both of its primary endpoints, Fortis would receive a $175 million
milestone payment. Unfortunately for Fortis, the Drug achieved the co-primary
symptom endpoint but had failed to achieve the co-primary sign endpoint in the
Milestone Study.
On October 16, 2015, Fortis contacted Shire to request the $175 million
milestone payment. Shire responded on November 12, 2015, stating that the
milestone had not been met since the Drug failed to meet both endpoints during the
Milestone Study. Under the Merger Agreement, Fortis had a right to review the
information and data underlying the Milestone Study. These information rights
vested when Shire denied Fortis the milestone payment.
Shire initiated a third phase III clinical trial and submitted a new drug
application to the United States Food and Drug Administration (the “FDA”) for
approval. The third phase III clinical trial confirmed the Drug’s viability, and the
FDA subsequently approved the Drug. Fortis then contacted Shire to assert that
Fortis was entitled to a $250 million payment due to the FDA’s approval, another C.A. No. 2022-1053-NAC August 1, 2024 Page 4 of 16
milestone payment outlined in the Merger Agreement.
On March 29, 2016, Fortis filed its complaint in this Court, bringing a single
claim against Shire for breach of the Merger Agreement for failing to pay the $425
million in contingent milestone payments. Shire moved to dismiss the complaint
under Rule 12(b)(6). The parties then fully briefed Shire’s motion to dismiss. On July
29, 2016, Fortis moved to amend its complaint and Shire opposed the motion. After a
hearing, the Court granted Fortis leave to amend its complaint.
On November 8, 2016, Fortis filed its amended complaint which again listed
only a single claim for breach of contract for failure to pay the milestone payments.
On December 9, 2016, Shire again moved to dismiss. It argued that the Merger
Agreement was unambiguous and that Fortis’s claim relied on an unreasonable
interpretation of the plain language of the Merger Agreement.
On August 9, 2017, this Court granted the motion, ruling that the Merger
Agreement unambiguously conditioned the milestone payments on the Milestone
Study achieving both of its primary endpoints (the “2017 Decision”). In light of the
Milestone Study’s failure to hit both endpoints, the milestone payments were “not due
and will never become due.” 4 In delivering the 2017 Decision, the Court observed that
despite “Fortis argu[ing] that Shire has denied it access to the actual data from the
[Milestone Study] . . . this is not the breach of contract claim Fortis brought in this
action.” 5
4 Shire I, 2017 WL 3420751, at *6.
5 Id. at *10 n.41. C.A. No. 2022-1053-NAC August 1, 2024 Page 5 of 16
On September 8, 2017, Fortis filed a notice of appeal with the Delaware
Supreme Court of the 2017 Decision, which Fortis subsequently withdrew. On
September 28, 2017, Fortis received the raw data from the Milestone Study, the
Milestone Study protocol, and the statistical analysis plan, in addition to other
documents regarding the Milestone Study (the “Milestone Study Data”). This data
was provided in a Microsoft Word document as opposed to its native form.
On January 24, 2018, Thomas Gadek, a co-founder of SARcode and the inventor
of the Drug, received an email suggesting that the Milestone Study contained several
errors regarding the Milestone Study’s population. The email included p-values for
several models, many of which were allegedly statistically significant once the
asserted errors were corrected. On September 11, 2018, Fortis contacted Shire to
express its concern regarding the Milestone Study population and requested
additional information. Shire disputed Fortis’s conclusions and declined to provide
any additional documents.
On December 26, 2018, Fortis again sued Shire, this time to enforce its
information rights under the Merger Agreement. Fortis asserted it had a right to the
Milestone Study Data and other relevant information. Fortis brought two claims in
this second action: (1) a claim for declaratory judgment that Shire was required to
turn over the requested information pursuant to the information rights outlined in
the Merger Agreement and (2) a breach of contract claim for Shire’s failure to provide
the requested information. Shire, for the third time, moved to dismiss under Rule
12(b)(6).
On February 13, 2020, this Court again granted Shire’s motion to dismiss, C.A. No. 2022-1053-NAC August 1, 2024 Page 6 of 16
explaining that the claims were barred by res judicata (the “2020 Decision”). Although
Fortis knew about its information rights and the Milestone Study Data’s availability
under the Merger Agreement, “Fortis made an apparent strategic choice not to pursue
them.” 6 Consequently, the vested information rights related to the transaction that
was the subject of the first litigation, so the case was dismissed. 7
Following the 2020 Decision, Shire sold the Drug and its related rights and
obligations to Novartis Pharma AG (“Defendant”). Former SARcode Shareholder LLC
(“Plaintiff”) also replaced Fortis as the stockholders’ agent. Thomas Gadek is a
member of Plaintiff and is the signatory on Plaintiff’s filings.
On November 18, 2022, Plaintiff requested that the Court vacate its prior
dismissal of this case, citing Court of Chancery Rule 60(b)(2) for newly discovered
evidence. Defendant opposed the request. On April 26, 2023, Plaintiff amended its
filing and attached the Motion as an exhibit. The parties subsequently briefed the
Motion. I heard oral argument on June 11, 2024.
II. LEGAL ANALYSIS
In reviewing a Rule 60 motion, courts “defer only to those facts [Plaintiff]
alleged in [its] pleading and the reasonable inferences therefrom. The complaint and
facts alleged [must be] sufficient to support a claim upon which relief may be
granted.” 8
6 Shire II, 2020 WL 748660, at *4.
7 Id. at *5.
8 Franklin, 2023 WL 569192, at *5 (internal quotation marks and citations omitted). C.A. No. 2022-1053-NAC August 1, 2024 Page 7 of 16
But “[b]ecause of the [Court’s] significant interest in preserving the finality of
judgments, Rule 60(b) motions are not to be taken lightly or easily granted.” 9 Indeed,
“Delaware law is clear that reopening a judgment based on new evidence is disfavored.
The decision whether to grant relief under Rule 60(b)(2) is committed to the sound
discretion of the Court.” 10
To obtain relief under Rule 60(b)(2), the movant must “show [1] that the newly
discovered evidence has come to [its] knowledge since the [judgment]; [2] that it could
not, in the exercise of reasonable diligence, have been discovered for use [before the
judgment]; [3] that it is so material and relevant that it will probably change the result
if a new [judgment is rendered]; [4] that it is not merely cumulative or impeaching in
character; and [5] that it is reasonably possible that the evidence will be produced at
the trial.” 11 Plaintiff fails to satisfy the five elements required to grant a Rule 60
motion.
A. Previously Unknown
Plaintiff argues that its interpretation of the Milestone Study Data and
statistically significant p-value constitute newly discovered evidence.
“A Rule 60(b) motion is not an opportunity for a do-over or an appeal.” 12 To
9 MCA, Inc. v. Matsushita Elec. Indus. Co., 785 A.2d 625, 635 (Del. 2001).
10 Okla. Firefighters Pension & Ret. Sys. v. Corbat, 2018 WL 1254958, at *2 (Del. Ch.
Mar. 12, 2018).
11 In re Missouri-Kansas Pipe Line Co., 2 A.2d 273, 278 (Del. 1938); see also Okla.
Firefighters, 2018 WL 1254958, at *1.
12 Carlyle Inv. Mgmt. L.L.C. v. Nat’l Indus. Gp. (Hldg.), 2012 WL 4847089, at *5 (Del.
Ch. Oct. 11, 2012), aff'd, 67 A.3d 373 (Del. 2013). C.A. No. 2022-1053-NAC August 1, 2024 Page 8 of 16
that end, “the newly discovered evidence [must have] come to [the movant’s]
knowledge since the [judgment],” 13 and “the newly discovered evidence must have
been in existence and hidden at the time of judgment.” 14
There is no debate that the raw Milestone Study Data existed long before the
2017 Decision. Not only did it exist, but all parties knew of its existence; no one was
hiding the existence of the raw Milestone Study Data. The analysis can end there.
Plaintiff fails to satisfy the first element of the Rule 60 test.
Plaintiff argues that the p-value created using the Milestone Study Data should
amount to new evidence that was unknown prior to the litigation leading to the 2017
Decision. I recognize that analyzing data requires effort, but it is hard to believe that
all permutations of a dataset remain unknown until they have been sliced and diced
in every possible way. Especially in a field where researchers often disagree on what
to include, and what to exclude, to arrive at the purest statistical analysis, it would
be imprudent to allow revised statistical analysis to constitute “new evidence” that
could potentially re-open every case that involved data interpretation.
Plaintiff stresses the “painstaking effort[s] of translating [the Milestone Study
Data] from a Microsoft Word program file to a SAS-formatted document” and then the
efforts required to examine those reformatted results, asserting that the heavy lift
13 In re Missouri-Kansas, 2 A.2d at 278; see also Okla. Firefighters, 2018 WL 1254958, at *1.
14 Keen-Wik Ass'n v. Campisi, 2020 WL 6162957, at *2 (Del. Ch. Oct. 19, 2020) (internal
quotation marks and citations omitted). C.A. No. 2022-1053-NAC August 1, 2024 Page 9 of 16
caused the Milestone Study Data not to be truly available until this current action. 15
This technological hurdle, however, likewise could have been overcome in the first
round of litigation had Fortis made the seemingly strategic decision to sue on its
information rights. 16
Plaintiff has neither identified a secret data set nor presented an unknown
document that came to light long after the first litigation leading up to the 2017
Decision. Plaintiff has instead identified a potential error with a known data set that
Plaintiff had a right to review under the Merger Agreement. This is neither unknown
nor hidden evidence. As Defendant observed, this current action arose not from the
discovery of new evidence but rather, “because Dr. Gadek is unhappy with the
deliberate choices and strategy and outcomes achieved by his predecessor Fortis and
its very experienced and very capable counsel.” 17
The Motion therefore fails the first element of the Rule 60 test.
B. Reasonable Diligence
Even if the Motion satisfied the first element of the Rule 60(b) test, however,
the Motion fails the second element.
In In re U.S. Robotics Corp. Shareholder Litigation, this Court found a movant
was not reasonably diligent when it sought to introduce evidence that “could have
15 Dkt. 46, June 11, 2024, Oral Arg. Tr. (“Tr.”) 13:4–12.
16 See Shire II, 2020 WL 748660, at *4.
17 Tr. 21:8–11. C.A. No. 2022-1053-NAC August 1, 2024 Page 10 of 16
easily been discovered by class counsel through the discovery process.” 18 The standard
for reasonable diligence is demonstrated in Norberg v. Security Storage Co. of
Washington where a Rule 60(b)(2) movant failed to depose a witness and then later
filed a motion for relief from judgment when the movant was surprised by the
testimony offered by the witness he failed to depose. 19 The Court observed that “[the
movant] did not know how [the witness] would testify because he had not bothered to
take his deposition while he had the opportunity to do so over several years.” 20
Like the litigant in Norberg, Fortis and Plaintiff were surprised at the
Milestone Study Data simply because they “had not bothered” 21 to assert their
information rights under the Merger Agreement and analyze the dataset prior to the
2017 Decision. But, as observed in the 2020 Decision, “Fortis made an apparent
strategic choice not to pursue [the Milestone Study Data]” which was “knowable and
known” in 2016 when Fortis first initiated the action that led to the present matter. 22
Fortis knowingly brought a single claim for breach of the unambiguous Merger
Agreement terms as it related to the milestone payments. It did not assert a claim to
enforce its information rights, despite voicing concerns over those rights at the time.
Indeed, during the first round of litigation, the Court noted that Fortis argued “that
18 1999 WL 160154, at *11 (Del. Ch. Mar. 15, 1999).
19 2002 WL 31821025, at *2–3 (Del. Ch. Dec. 9, 2002).
20 Id. at *3.
21 Id.
22 Shire II, 2020 WL 748660, at *4; see also Tr. 18:13–19:6. C.A. No. 2022-1053-NAC August 1, 2024 Page 11 of 16
Shire ha[d] denied it access to the actual data from the [Milestone Study] even though
it is contractually entitled to this data. According to Fortis, the actual data would
allow it to determine if the results in the [Milestone Study] were, in fact, statistically
significant.” 23 But Fortis did not seek to exercise its information rights in the original
complaint it filed on March 29, 2016, nor did it seek to enforce its information rights
when it amended the complaint. Instead, Fortis put all its eggs in one basket by
asserting a single breach of contract claim for failure to make the milestone
payments. 24
During oral argument on November 7, 2019, the Court cautioned against
piecemeal litigation and even condemned the exact litigation structure Plaintiff is
pursuing, citing the judicial principle of res judicata. 25 And ultimately, as the Court
observed in the 2020 Decision, Fortis had already litigated its case and Fortis’s
information rights indisputably vested when Fortis was denied the milestone
payments prior to the first litigation. But for one reason or another, Fortis chose to
focus its litigation in the original action on a breach of contract claim arising from the
non-payment of milestone payments instead of on its information rights. 26 Plaintiff
now regrets that decision.
23 Shire I, 2017 WL 3420751, at *10 n.41.
24 The Court stated in the 2017 Decision that while Fortis could have brought a claim
for information rights, “this is not the breach of contract claim Fortis brought in th[e] action.” Id.
25 Tr. 19:16–20:17 (noting then-Vice Chancellor Slights’ comments from the November
7, 2019, hearing).
26 Shire II, 2020 WL 748660, at *4. C.A. No. 2022-1053-NAC August 1, 2024 Page 12 of 16
But litigators’ remorse does not give rise to new evidence, nor does it cause
previously available evidence to be deemed hidden. The Motion must therefore be
denied for failure to satisfy the first two elements of the Rule 60(b)(2) test.
C. Additional Considerations
Even assuming the Motion satisfied all five elements of Rule 60(b)(2), I would
still conclude the Motion must be denied as untimely. Although there is no bright line
rule for when a party must seek vacatur once new evidence comes to light, this Court
has held that “an unreasonable delay [alone] is sufficient grounds to dismiss [a Rule
60(b)] action.” 27 Delaware courts have routinely denied relief sought close to a year
after new evidence came to light. 28 Plaintiff is litigating over the interpretation of the
only known data set from a 2013 study, a data set to which Fortis had information
rights and where Plaintiff actually received and analyzed the data in September and
October of 2017. Plaintiff also produced an email in this action dated January 24,
2018 that asserts the same proposition made in this Motion—Plaintiff and Fortis
believed Shire misinterpreted the Milestone Study Data. 29 The parties have known
the data existed for over a decade, Plaintiff and its predecessor received access to that
data nearly seven years ago (albeit in a form that required some elbow grease to
27 Franklin, 2023 WL 569192, at *7.
28 See Meso Scale Diagnostics, LLC v. Roche Diagnostics GmbH, 247 A.3d 229, 256–57
(Del. 2021) (denying relief after a twelve month delay); Schremp v. Marvel, 405 A.2d 119, 121 (Del. 1979) (denying relief after a nine month delay); Franklin, 2023 WL 569192, at *5 (denying relief after a twenty five month delay); In re U.S. Robotics, 1999 WL 160154, at *1– 2, *8 (denying relief after a thirteen month delay).
29 Am. Compl. Ex. P. C.A. No. 2022-1053-NAC August 1, 2024 Page 13 of 16
interpret), and Plaintiff and its predecessor became aware of the potentially misstated
p-values over six years ago. Yet Plaintiff is now attempting to assert all of this
constitutes new evidence. I recognize that Rule 60 motions are fact-specific, but
litigants must bring Rule 60 motions in a timely manner. The Motion is therefore
untimely.
It is worth also pointing out here the previously aligned interests of the parties
and Delaware’s interest in preserving the finality of judgments. First, as this Court
explained in the 2017 Decision, the notion that Shire would have, “against its
interest,” falsely reported a lack of statistical significance to the FDA seems
“remarkable[.]” 30 That Shire and Plaintiff’s interests were aligned throughout the
Milestone Study and FDA approval process likely further colors my analysis.
Second, and quite importantly, Delaware has a “significant interest in
preserving the finality of judgments[.]” 31 This is one of the themes behind res
judicata–the ultimate reason the 2020 Decision came out the way it did. 32
Plaintiff is no doubt asking itself—What if? Plaintiff’s predecessor litigated this
case and made decisions that may appear to Plaintiff less than ideal in the rearview
mirror. But hindsight is 20/20.
D. Fee Shifting
Defendant asks that I shift fees and require Plaintiff to bear the cost of this
30 Shire I, 2017 WL 3420751, at *10 n.41.
31 MCA, Inc., 785 A.2d at 635.
32 See Shire II, 2020 WL 748660, at *4–5. C.A. No. 2022-1053-NAC August 1, 2024 Page 14 of 16
final round of litigation in its entirety.
“Under the American Rule, absent express statutory language to the contrary,
each party is normally obligated to pay only his or her own attorneys’ fees, whatever
the outcome of the litigation.” 33 “[A]n award of fees for bad faith conduct must derive
from either the commencement of an action in bad faith or bad faith conduct taken
during litigation, and not from conduct that gave rise to the underlying cause of
action.” 34 Fee shifting for bad faith conduct “applies in only extraordinary cases” and
is often only present when “parties have unnecessarily prolonged or delayed litigation,
falsified records, or knowingly asserted frivolous claims.” 35
Defendant categorizes this litigation as “vexatious” 36 and an improper “third
bite at the apple.” 37 I agree. In the 2020 Decision, this Court confirmed that there is
nothing left to litigate in this matter. 38 Yet Plaintiff failed even to mention the 2020
Decision in its original filing, 39 and Defendant compares this third action to Plaintiff
speeding “through the Court’s stop sign[,]” which the 2020 Decision planted firmly in
33 Johnston v. Arbitrium (Cayman Is.) Handels AG, 720 A.2d 542, 545 (Del. 1998).
34 Versata Enters., Inc. v. Selectica, Inc., 5 A.3d 586, 607 (Del. 2010) (internal quotation
marks and citations omitted).
35 RBC Cap. Mkts., LLC v. Jervis, 129 A.3d 816, 877 (Del. 2015) (internal quotation
36 Tr. 29:15.
37 Dkt. 27, Def.’s Mem. of Law in Opp’n to Pet. to Vacate Prior J. at 3 (emphasis in
original).
38 Shire II, 2020 WL 748660, at *3.
39 See Dkt. 1, Pet. to Vacate Prior J. C.A. No. 2022-1053-NAC August 1, 2024 Page 15 of 16
the ground. 40 Plaintiff’s disregard of the 2020 Decision and Plaintiff’s indifference to
the costs its actions impose on Defendant and the Court merit the shifting of attorney’s
fees for unnecessarily “prolong[ing] or delay[ing] litigation.” 41 This Court does not
condone “repeated nonmeritorious filings and tactical claim splitting [for plaintiff] to
get multiple bites at the apple.” 42
At oral argument on June 11, 2024, Defendant presented a coherent and
convincing legal argument, while Plaintiff merely repeated the facts of the case
without offering substantive legal argument supporting the Motion. 43
The Court’s doors are open to redress injustice, but they are not revolving doors
to be used for unending, vexatious litigation. Plaintiff filed the Motion with as much
discretion as one might exercise fishing an already-scratched lottery ticket from the
bin, hoping against all odds for a windfall. Such behavior is misplaced in this Court
and disregards the cost it imposes on the other side and on the state.
I therefore grant Defendant’s request to shift attorneys’ fees. Plaintiff shall
bear all reasonable costs incurred in this unnecessary, and hopefully final, chapter of
this litigation trilogy.
40 Tr. 30:14.
41 RBC Cap. Mkts., 129 A.3d at 877.
42 Tr. 29:21–23.
43 See id. 16:2–7. C.A. No. 2022-1053-NAC August 1, 2024 Page 16 of 16
III. CONCLUSION
For the reasons described in this ruling, I deny the Motion and grant
Defendant’s request to shift fees. The parties are directed to confer and provide a form
of order implementing this decision. The implementing order shall include a process
for Defendant to submit its Rule 88 fee affidavit and Plaintiff to submit any objections
thereto.
Sincerely,
/s/ Nathan A. Cook
Vice Chancellor