FILED: NEW YORK COUNTY CLERK 07/15/ :18 PM INDEX NO /2015 NYSCEF DOC. NO. 50 RECEIVED NYSCEF: 07/15/2016 EXHIBIT C

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1 FILED: NEW YORK COUNTY CLERK 07/15/ :18 PM INDEX NO /2015 NYSCEF DOC. NO. 50 RECEIVED NYSCEF: 07/15/2016 EXHIBIT C

2 .. [FILED: NEW YORK COUNTY CLERK 05/20/ :46 PMI INDEX NO /2015 NYSCEF DOC. NO. 40 RECEIVED NYSCEF: 05/20/2016 SUPREME COURT OF THE STATE OF NEW YORK COUN1 V OF NEW YORK CASCADE ESTATES LTD., Plaintiff, index No /2015 against - CANOPUS BIOPHARMA, INC CORPORATION, Date Purchased: December 12,2015 and CANOPUS Date Purchased Separate Index No. Fee Defendants. May 20, CANOPUS BI.OPHARMA, INC.,. Third-Party Plaintiff, Third-Party Plaintiff Designates New York County As The Place of Trial - against - ICAP PATENT BROKERAGE, LLC, Third..l arty Defendant.. Basis of Venue: CPLR 503(a), (c). THIRD-PARTY SUMMONS. To: The Above-Named Third-Party Defendant: YOU ARE HEREBY COMMANDED to answei the complaint m this action and to serve a copy of your answer, or, if the complamt is not servcd with this summons, to serve a notice of appearance, on third-patty plaintiffs attorneys within TWENTY (20) DAYS of service of this summons, exclusive of the day ot service (oi within 30 days alter scr ice is complete if this summons is not personally delivered to you within the State of New York); and, in case of your failure to appear or answer judgment will be taken agamst you by default foi the relief demanded in the complaint.. Dated: New York, New York May 20, of 11

3 - LAW OFFICES SThART L. MELNICK, LLC 4J BYtM Stuart L M.elnic.k,Esq. 315 Madison Avenue, Suite 901 New York New York Tel: (800) ext. 110 Fax: (212) shnlawnycnaii.com A Uorneys 101 Defendant I hzrd-partj PlaintJfcanopus BiôPhdrnw, Inc. ThirdParty Defendant s Address(es): LCAP Patent Brokerage, LLC 200 West Madison Avenue, 37 th Floor Chicago, IL ICAP Patent: Brokerage. LLC 115 West 18 th Street, 2nd Floor New York, NY of 11

4 SUPREME COURT OF TUE STATE OF NEW YORK COUNTY OF NEW YORK CASCADE ESTATES LTD., Index No. Plaintiff, against CANOPUS BIOPHARMA, INC. and CANOPUS CORPORATiON, Defendants CANOPUS BIOPHARMA, inc.,, Third-Party Plaintiff, THIRD-PARTY COMPLAINT - against - ICAP PATENT BROKERAGE LLC, Third-Party Defendant. Defendant and third-party plaintiff Canopus BioPharma, inc. ( Canopus ), by and through its attorneys. Law Offices Stuart L Melnick, I [C as and for its thud-party complaint against third-party defendant ICAP Patent Brokerage, LLC ( ICAP ), dated May 20, 2016, hereby avers as follows: THE PARTIES 1, Canopus is a corp:oration organized and existing under the laws of the State of Nevada, with a principal place of business located in Santa Monica, California. 1 3 of 11

5 2. Upon information arid belief, ICAP is a limited liability company organized and existing under the laws of the State of Delaware. with a principal place of business located in (hicago, illinois. At all times material, upon information and belief, ICAP has maintained an office in the City and State of New York, arid is duly authorized to do business here. COMMON ALLEGATIONS 3. During the period from apptoximately July 2008 through April 2009, plaintiff Cascade Estates Limited ( Cascade ) entered into a series of loan agreements with Canopus in exchange for specified consideratioi. The complaint in the underlying action (the Complaint ) refers to these agreements, collectively, as the Loan Agreement. (S Complaint at J 7-17.) 4. At or about the time the Loan Agreethent was made, and to collateralize the indebtedness subject thereof, Canopus entered into an Intellectual Property Security Agreement with Cascade (the Canopus IP Agreement ), pursuant to which, among other things. Canopus granted to Cascade a security interest in certain patents. patent applications and other intellectual property in which Canopus had an actual or beneficial ownership interest (the Canopus IP Collateral ). A true and correct copy of the Canopus 1P Agreement is annexed to the Complaint as Exhibit C. 5. Upon information and belief, Cascade perfected its security interest in the CanopusIP Collateral in or about March (çç Complaint at J 59, 61.) At some point thereafter, upon information and helief Canopus defaulted on its obligations to Cascade pursuant to the Loan Agreement. 6. On or about July 5, 2011, Canopus received a notice from Cascade (the Notice ), pursuant to which, among other things, Cascade offered to accept certain collateral, including the Canopus IP Collateral, in partial satisfaction of any indebtedness then purportedly due and owing 2 4 of 11

6 from Canopus to Cascade under the Loan Agreement. Upon information and belief, on or about July 20, 201 1, Canopus rejected Cascade s offer (as memorialized in the Notice). 7. By reason of the foregoing, upon information and belief, on or about November 26, 2013, Cascade engaged ICAP to sell, at auction, certain collateral, including the Canopus IP Collateral, in satisfaction of any indebtedness then purportedly due and owing from Canopus to Cascade under the Loan Agreement. The March 2014 Auction & On or about March 12, 2014, Cascade issued and/or caused to be issued to Canopus a Notice of Public Sale of Collateral (the 2014 Sale Notice ). (See Complaint at 68.) 9. Upon information and belief; in addition to notifying (anopus that its collateral would be sold in two (2) lots at an online public auction to be conducted by ICAP between March 25, 2014, and March the March 2014 Auction ), the 2014 Sale Notice also listed the specific collateral, including the Canopus IP Collateral, subject of sale. 10. Upon intbrmation and belief, included among the collateral listed on the 2014 Sale Notice were two (2) patents, the frst, relating to Oltipraz for Mucositis (US Patent No ), and the second, to Mogrosides as Antivirals (US Patent No. 6,555,523). neither of which, upon information and belief, was part of the Canopus IP Collateral Ui then subject of the Canopus IP Agreement (or any other scur1ty agrcment) (colhctively the Canopus Patents ) To the contrary, upon information and belief, at all times material, each of the Canopus Patents was and remains -- proprietary to Canopus and its CL0, Patrick T. Prendergast ( Prendergast ). 11. Promptly following receipt of the 2014 Sale Notice, on or about March 19, Prcndct gast appi ised Cascade and IQAP both orally and in ritmg of his and Canopus s 3 5 of 11

7 ownership interest in the Canopus Patents and corresponding objections to the contemplated transaction of those Patents in the course of the March 2014 Auction. In these same communications Prcndcrgast also dcmandcd under threat of legal aclion that IC AP reirain from transacting the Canopus Patents, or either of them, in the context of the March 2014 Auction. 12 Upon information and belief ICAP ignored the demands made by Piendergast and sold the Canopus Patents (to Cascade) at auction. 13. Upon information and belief, the ainoun.t realized from the sale of assets at the March Auction was less than the alleged value of Canopus s outstanding indebtedness to Cascade. 14 Accordmgly, upon information and belief in or about July 2015, Cascade again engaged ICAP to sell at auction, all remaining collatcial, including Canopus IP Collateral, not sold at the March 2014 Auction. The..Agt 2015 Auction 15. Thus, on or about July 28, Cascade issued and/or caused to he issued to Canopus a Notic.&. of Public Sale of Collateral an anic.nded ersion vhich issued the followmg day, to wit, July 29, 2015 (collectively, the 2015 Sale Notice ). (çe Complaint at 77, 78.) 16. Upon information and belief, in addition to notifying Canopus that its remaining collateral ould be sold at an online public auction to be conducted by ICAP betveen August 10, 2015, and August 12, 2015 (the August 2015 Auction ), the 2015 Sale Notice also listed the specific collateral, including the Canopus IP Collateral, subject of sije. 17. Upon information and belief, included among the collateral listed on the 2015 Sale Notice were two (2) additional patents and/or patent applications, the first, relating to Oltipraz Stent (W ), and the second, to Thalidomide Stem Cell (W ) neither 4 6 of 11

8 of which, upon information and belief, was part of the Canopus ip Collateral or subject of the Canopus IP Agreement (or any other security agreement) (collectively, the Prendergast Patents ). To the contrary, upon information and belief,, as with the Canopus Patents, each of the Prendergast Patents was -- and remains proprietary to Canopus and Prendergast. 18. Promptly following receipt of the 2015 Sale Notice, on or about August 5, Prendergast apprised Cascade and ICAP, both orally and in writing, of his and Canopus s ownership interest in the Pre.ndergast Patents -- and corresponding objections to the contemplated transaction of those Patents in the course o.f the August 2015 Auction. 19. In the course of these same communications, Prendergast also demanded, under threat of legal action, that ICAP refrain from, transacting the Prendergast Patents, or either of them, in the context of the August 2015 Auction. Upon information and belief, similar demands also were made upon T.CAP by a substantial investor in the Prendergast Patents. 20. Nevertheless, upon information and belief, and as before, ICAP ignored ahy and all demands made, opting instead to sell the Prendergast Patents (to Cascade) at auction. This third.. party action follows. AS AND FORA FIRST CAUSE OF ACTION (Patent Infringement) 21. Canopus repeats and realleges the allegations of paragraphs I through 20 above as if such allegations were fully set forth herein. 22. Upon information and belief, in the course of the March 2014 Auction. ICAP transacted or caused to be transacted the Canopus Patents. 23. Upon information and biief, in the course of the August 2015 Auction, ICAP transacted or caused to be transacted the, Prendergast Patents. 5 7 of ii

9 24. In so doing, upon information and belief, ICAP infringed upon, contributed to and/or induced the infringement of both the Canopus Patents and the Prendergast Patents, in derogation. of 35 U.S.C Upon information and belief, the infringing acts and conduct of KP as aforesaid were undertaken and/or performed by it willfully and deliberately, in derogation of Prendergast and Canopus s known -- and fully protectibie rights and interests. 26. As a result thereof, Canopus has been damaged, in an amount to be determined at trial, but estimated at this time to be not less than One Hundred Million; Dollars ($100,000,000.00), which sum is to be trebled pursuant to 35 U.S.C AS ANI) FOR A SECOND CAUSE OF ACTION (Tortious interference) 27, Canopus repeats and realieges the allegations of paragraphs I through 20 and 22 through 25 above as if such allegations were fully set forth herein. 28. At all times material, upon information and belief, ICAP knew or had every reason to know that the C anopus Patents and the Prendergast Patents wei e proprietary to C anopus and Prendergast. 29. At all times material, upon information and belief, ICAP also knew or had every reason to know that, upon their fuither development and commereialiiation, both the Canopus Patents and the Prendergast Patents could or would generate considerable revenues and opportunity for Canopus and corresponding value for Canopus s shareholders. 30. At the same time, upon information and belief, at all times thaterial, ICAP knew or had every reason to know that to transact the Canopus Patents and the Pre.ndergast Patents in the manner in which it did not only would infringe upon Canopus and Prendergast s valuable 6 8 of 11

10 proprietary rights and interests, but also would cause Canopus to sustain considerable -- and lasting economic detriment and harm. 31 Armed with this actual and/or constructive knowledge, upon information and belief, ICAP nevertheless proceeded to interfere w:ith these valuable rights, interests and opportunities, by transacting both sets of Patents at auction. 32. As a direct and proximate result thereof. Canopus has been damaged, in an amount to be determined at trial, but estimated at this time to be not less than One Hundred Million Dollars ($100,000,000.00), exclusive of interest. AS AND mi A THIRD CAUSE OF ACTION (Negligence) 33. Canopus repeats and realleges the allegations of paragraphs 1 through through 25 and 28 through 31 above as if such allegations were fully set forth herein. 34. Upon information and belief, at all times material, ICAP owed Canopus a duty to conduct itsei:c with a reasonable degree of care and competence, in accordance with governing legal and industry standards. i5. Upon. I irther information and belief, at all times material, ICA.P also knew or should have known that any failure on its part to dischaage its duty to (anopus as aforesaid would or could result in Canopus s being damaged in the manner, and in the amounts. herein alleged. 36 Aimed with this actual and/or constructive knowhdge, upon mfoi mation and belief ICAP nevertheless failed to conduct itself with the requisite degree of care and competence, thereby breaching its duty to Canopus. 37. As a direct and proximate result thereof, Canopus has been damaged, in an amount to be determined at trial, but estimated at this time to be not less than One Hundred Million Dollars ($100,000,000.00), exclusive of interest. 7 9 of 11

11 WHEREFORE, Canopus demands judgment against ICAP as follows: A. On the First Cause of Action, compensatory damages, in an amount to be determined at trial, but estimated at this time to be not less than One Hundred Million Dollars ($100,000,000.00), which sum is to be trebled pursuant to 35 U.S.C. 284; B. On the Second and Third Causes of Action, compensatory damages, in an amount to be determined at trial, but estimated at this time to be not less than One Hundred Million Dollars ($ i00,00o000.00), exclusive of interest; C. An award of attorney fees, costs and expenses; and, D. An award of such other and further relief which, as to this Court, seems just and proper. Dated: New York, New York May 20, 2016 LAW OFFICES STUART L. MELNICK,.LLC By: ) 1P Stuart.L. Melnick, Esq. 315 Madison Avenue. Suite 90:1 New York,Ncw York Tel: (800) ext. 110 Fax: (212) gmajhc Attorneys for De!ëndant Third-Party PlaintUTC anopus BioPharma, Inc of 11

12 SUPREME COURT OF THE STATE OF NEW YORK COUNTY OF NEW YORK Index No /2015 CANOPUS BIOPHARMA, INC., against Defendant Third-Party Plaintiff, CAP PATENT BROKERAGE, LLC, Third-Party Defendant. TEURD-PA1TY SUMMONS & eom:plaint LAW OFFICES STUART L. MELNICK, LLC 315 Madison Avenue, Suite 901 New York, New York (800) (212) (FAX) Attorneys for Defendant Third-Party Plaintiff Canopus BioPharma, Inc. To: Attorney(s) for: Service of the within is hereby acknowledged. Dated: Attorney(s) for: 11 of 11