Terran Biosciences, Inc. v. Compass Pathfinder Limited

UNITED STATES DISTRICT COURT
DISTRICT OF MARYLAND
November 24, 2025
MEMORANDUM TO PARTIES RE: Terran Biosciences, Inc., et al. v. Compass Pathfinder
Limited, et al., Civil Action No. ELH-22-1956
Dear Counsel:
Pursuant to my November 14 Order, ECF No. 293, Defendants have submitted several
documents for my in-camera review. I have reviewed the documents, and for the reasons
explained below, hereby ORDER Defendants to produce the documents identified by Bates
number in Section I of this Memorandum Order. Defendants shall produce the documents by
Wednesday, November 26, unless the parties agree otherwise.
I. The redacted portions of emails from email chains on August 29 and 30 fall within
the scope of the privilege waiver.
Defendants must produce to Plaintiffs unredacted versions of the emails from August 29
and 30. Rule 502(a) of the Federal Rules of Evidence instructs that waiver of the attorney-client
privilege or work-production protection extends to other undisclosed communications or
information if: “(1) the waiver is intentional; (2) the disclosed and undisclosed communications
or information concern the same subject matter; and (3) they ought in fairness to be considered
together.” Fed. R. Evid. 502(a); see also Sky Angel U.S., LLC v. Discovery Commc’ns, LLC, 885
F.3d 271, 276 (4th Cir. 2018) (“Rule 502(a) extends the intentional waiver of the attorney-client
privilege to include communications concerning the same subject matter that ought to in fairness
be considered together.”).
There is no dispute here that Defendants’ waiver of certain attorney-client privileged
communications was intentional, and I have already determined that the scope, or subject matter
of the waiver is defined as “all privileged communications leading to filing the ’611 and ’110
Applications and concerning Dr. McCulloch’s PhD proposal.” ECF No. 288. Thus, my
in-camera review is limited to determining whether the redacted and/or undisclosed documents
and communications fall within the scope of the waiver and, whether in fairness, they should be
considered together with the disclosed documents and communications. I address these two
issues together.
To place the redacted emails in context, it is necessary to understand the email chains in
which the communications were made. The unredacted portions of the email chains from August
CHAMBERS OF
CHELSEA J. CRAWFORD
UNITED STATES MAGISTRATE JUDGE
101 WEST LOMBARD STREET
BALTIMORE, MARYLAND 21201
MDD CJCChambers@mdd.uscourts.gov
(410) 962-4560
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29 and 30 generally relate to internal discussions among Compass employees after they learned
of a poster abstract of Dr. Scott Thompson’s psilocybin-related research, which involved
experiments with psilocybin and ketanserin. The unredacted emails reflect Compass’s concern
that the experiments Dr. Thompson performed for his research were the same experiments Dr.
Thompson proposed for the collaboration with Compass. The emails further reflect that Compass
employees wanted to hold a meeting to discuss the IP implications of the abstract. The redacted
portions of the emails are narrow, limited, and relate specifically to requests for Nate Poulsen’s
input regarding the IP implications of Dr. Thompson’s research. These redacted portions fall
within the scope of the waiver and, in fairness, should be considered with the unredacted
communications.
The redacted portions of the emails reflect Compass’s own concerns about its IP rights
and its need for guidance from Mr. Poulsen regarding those rights. Mr. Poulsen was serving as
Compass’s General Counsel and Chief Legal Officer at the time and was heavily involved in the
filing of both the ’110 and ’611 patent applications. The requests for Mr. Poulsen’s IP-related
input at or near the same time that Compass was filing the ’110 and ’611 patent applications
establish a clear nexus between the undisclosed and disclosed communications such that the
redacted emails fall within the scope of the waiver. See Rambus, Inc. v. Infineon Techs. AG, 220
F.R.D. 264, 289 (E.D. Va. 2004) (provisionally finding that undisclosed communications related
to the same subject matter as disclosed communications because “[s]uch documents share a
common nexus”).
Moreover, fairness dictates that the redacted communications be considered together with
the unredacted communications. It is significant that the redacted and unredacted portions of the
email communications are from the same email chains. The nature of the redactions—some of
which comprise only part of an email in a larger chain—suggest that Defendants’ production of
the emails was highly selective, tactical, and potentially unfair. Fed. R. Evid. 502(a), Advisory
Committee Notes (“[A] party that makes a selective, misleading presentation that is unfair to the
adversary opens itself to a more complete and accurate presentation.”). Requiring production of
the email communications with no redactions levels the playing field and allows Plaintiffs to
better understand the circumstances under which the patent applications were made.
Accordingly, I find that the privilege waiver extends to the documents below, and Compass is
ordered to produce the documents to Plaintiffs no later than Wednesday, November 26, unless
otherwise agreed by the parties:
COMPASS 86343
COMPASS 86384
COMPASS 86386
COMPASS 86388
COMPASS 86391
COMPASS 86394
COMPASS 86398/COMPASS 113925
COMPASS 86402/COMPASS 113929
COMPASS 86407/COMPASS 113934
COMPASS 86412/COMPASS 113943
COMPASS 86470/COMPASS 113973
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COMPASS 86476/COMPASS 113979
COMPASS 86482/COMPASS 113985
COMPASS 105296
COMPASS 105761
COMPASS 105764
COMPASS 105847
COMPASS 105997
COMPASS 113921
II. All remaining documents submitted for in-camera review do not fall within the
scope of the waiver and shall remain privileged.
The remaining documents and communications identified below by Bates
number/document identifier include redacted and withheld emails relating to a research
agreement between Compass and the University of Maryland-Baltimore and an agreement with
Compass and an unrelated party. The communications do not relate to the filing of the ’110
and ’611 patent applications or Dr. McCulloch’s PhD proposal. Moreover, the Cooley attorney
whom Plaintiffs believe may have played a role in the filing of the ’110 and ’611 applications,
and who was also included on these communications, did not author any of the withheld emails,
which further demonstrates the lack of any direct connection between the withheld material and
the scope of the privilege waiver. Accordingly, the following documents and communications
shall remain privileged and are not subject to disclosure:
COMPASS 113971
desc001_00162512
desc001_00162541
desc001_00162551
desc001_00162898
desc001_00188984
desc001_00315988
desc001_00315998
desc001_00316681
desc001_00316686
desc001_00316793
desc001_03197867
Despite the informal nature of this memorandum, it shall constitute an Order of the Court,
and the Clerk is directed to docket it accordingly.
Sincerely,
/s/
Chelsea J. Crawford
United States Magistrate Judge
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