SEC v. Panuwat, Insider Trading and Securities Fraud Complaint

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MONIQUE C. WINKLER (Cal. Bar No. 213031)
STEVEN BUCHHOLZ (Cal. Bar No. 202638)
MARC D. KATZ (Cal. Bar No. 189534)
  [email protected]
DAVID ZHOU (NY Bar No. 4926523)
[email protected]
TRACY S. COMBS (Cal. Bar No. 298664)
  [email protected]
Attorneys for Plaintiff
SECURITIES AND EXCHANGE COMMISSION
44 Montgomery Street, Suite 2800
San Francisco, CA 94104
(415) 705-2500 (Telephone)
(415) 705-2501 (Facsimile)
UNITED STATES DISTRICT COURT
NORTHERN DISTRICT OF CALIFORNIA
SAN FRANCISCO DIVISION
SECURITIES AND EXCHANGE COMMISSION, Case No.
                        Plaintiff,
vs.            COMPLAINT
MATTHEW PANUWAT,
Defendant.
Plaintiff Securities and Exchange Commission (the “SEC”) alleges as follows:
SUMMARY OF THE ACTION
1. This is a case of insider trading by Matthew Panuwat, formerly a business
development executive at Medivation Inc. (“Medivation”), a mid-sized oncology-focused
biopharmaceutical company.
2. On August 18, 2016, and in the course of Panuwat’s employment at Medivation,
Panuwat received confidential, nonpublic information in an email from Medivation’s Chief
COMPLAINT
CASE NO. _________

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Executive Officer (“CEO”) that Medivation would be imminently acquired by pharmaceutical
giant Pfizer, Inc. (“Pfizer”).
3. As an employee and agent of Medivation, Panuwat owed Medivation a duty of
trust and confidence, including a duty to refrain from using Medivation’s proprietary information
for his own personal gain.
4. Nonetheless, within minutes of receiving this highly confidential news from
Medivation’s CEO, Panuwat misappropriated Medivation’s confidential information by
purchasing—from his work computer—out-of-the-money, short-term stock options in Incyte
Corporation (“Incyte”), another mid-cap oncology-focused biopharmaceutical company whose
value he anticipated would materially increase when the Medivation acquisition announcement
became public.  Panuwat did not inform anyone at Medivation about his Incyte trades.
5. On August 22, 2016, Medivation publicly announced it would be acquired by
Pfizer in an all-cash tender offer at a significant premium to the price at which Medivation shares
had been trading.  Over the course of the trading day, the price of Medivation shares rose
materially by approximately 20%.  That same day, the stock price of Incyte rose materially by
approximately 8% on the news of Medivation’s acquisition and the value of Panuwat’s Incyte
stock options roughly doubled.  By trading ahead of the announcement, Panuwat obtained illicit
profits of $107,066.
6. By engaging in this conduct, as further described herein, Panuwat violated and,
unless restrained and enjoined by this Court, may continue to violate, Section 10(b) of the
Securities Exchange Act of 1934 (“Exchange Act”) [15 U.S.C. § 78j(b)] and Exchange Act Rule
10b–5 [17 C.F.R. § 240.10b–5].
7. The SEC seeks an order from the Court enjoining Defendant from future violations
of Section 10(b) of the Exchange Act and Rule 10b-5 thereunder; requiring him to pay a civil
monetary penalty; barring him from serving as an officer or director of a public company; and
providing for other appropriate relief.
COMPLAINT
CASE NO. _________

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JURISDICTION AND VENUE
8. The SEC brings this action pursuant to Sections 21(d) and 21A of the Exchange
Act [15 U.S.C. §§ 78u(d); 78u-1].
9. This Court has jurisdiction over this action pursuant to Section 27 of the Exchange
Act [15 U.S.C. § 78aa] and 28 U.S.C. § 1331.
10. Defendant, directly or indirectly, made use of the means and instrumentalities of
interstate commerce or of the mails in connection with the acts, transactions, practices, and courses
of business alleged in this complaint.
11. Venue is proper in this District pursuant to Section 27(a) of the Exchange Act
[15 U.S.C. § 78aa(a)].  Acts, transactions, practices, and courses of business that form the basis for
the violations alleged in this complaint occurred in the Northern District of California.
12. Under Civil Local Rule 3-2(d), this civil action should be assigned to the San
Francisco Division, because a substantial part of the events or omissions which give rise to the
claims alleged herein occurred in San Francisco County.
DEFENDANT
13. Defendant Matthew Panuwat, age 44, resides in Walnut Creek, California.  From
September 2014 to January 2017, Panuwat worked in business development at Medivation.  Prior
to that time, Panuwat held licenses in the securities industry and was registered with the SEC as an
associated person of an investment bank in San Francisco that acted as a broker and dealer in
securities.
14. At all relevant times, Panuwat was an expert in the biopharmaceutical industry.  He
has undergraduate and graduate biology- and pharmaceutical-related degrees, as well as an MBA
from a top business school.  At the time of his Incyte trades, he had spent over fifteen years in the
biopharmaceutical industry, including eight years in the global healthcare investment banking
division of a top investment bank and employment in business and strategic development at
several biopharmaceutical companies.  Panuwat had significant knowledge and experience
concerning many aspects of the biopharmaceutical industry, including mergers and acquisitions.
At all relevant times, Panuwat was aware of the nature of and prohibitions on insider trading
COMPLAINT
CASE NO. _________

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through his employment at various biopharmaceutical companies and in investment banking.
Panuwat is currently an executive at another publicly-traded biopharmaceutical company.
RELATED ENTITIES
15. Medivation was a mid-cap, oncology-focused biopharmaceutical company
incorporated in Delaware with its principal place of business in San Francisco, California until it
was acquired by Pfizer Inc., a global pharmaceutical company, on September 28, 2016.  Before its
2016 acquisition, Medivation’s common stock was registered with the Commission pursuant to
Section 12(b) of the Exchange Act and was listed on the Nasdaq Stock Market LLC (“Nasdaq”)
under the ticker symbol “MDVN.”  In connection with its acquisition by Pfizer, Medivation’s
stock was delisted from Nasdaq and deregistered with the Commission.
16. Incyte is a mid-cap, oncology-focused biopharmaceutical company incorporated in
Delaware with its principal place of business in Wilmington, Delaware.  Its common stock is
registered with the Commission pursuant to Section 12(b) of the Exchange Act and is listed on
Nasdaq under the ticker symbol “INCY.”
FACTUAL ALLEGATIONS
A. Panuwat Heads Business Development for Medivation and Pledges Not to Trade on
Its Confidential Information.
17. In 2016, Panuwat’s title at Medivation was Senior Director of Business
Development.  In that role, Panuwat was responsible for business development at Medivation and
reported to the company’s Chief Financial Officer.
18. Panuwat’s role at Medivation included finding, evaluating, and pursuing strategic
opportunities to expand Medivation’s drug products and development pipeline, primarily through
acquisitions and in-licensing.  In that role, Panuwat closely tracked the stock prices, drug products,
and development pipelines of other biopharmaceutical companies, including Incyte, as well as
merger and acquisition activity in the biopharmaceutical industry.
19. At Medivation, Panuwat was entrusted with confidential information involving
actual or potential Medivation transactions, including actual or potential acquisitions of or by
Medivation.
COMPLAINT
CASE NO. _________

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20. Panuwat agreed, at the outset of his employment with Medivation, that he would
keep information he learned during his employment confidential and not make use of such
information, except for the benefit of Medivation.  Panuwat also signed Medivation’s insider
trading policy, which prohibited employees from personally profiting from material nonpublic
information concerning Medivation by trading in Medivation securities or the securities of another
publicly traded company.  The policy stated, “During the course of your employment...with the
Company, you may receive important information that is not yet publicly disseminated...about the
Company.  ...  Because of your access to this information, you may be in a position to profit
financially by buying or selling or in some other way dealing in the Company’s securities...or the
securities of another publicly traded company, including all significant collaborators, customers,
partners, suppliers, or competitors of the Company. ...  For anyone to use such information to gain
personal benefit...is illegal. ...” (Emphasis added.)
B. Medivation Becomes an Acquisition Target.
21. In April 2016, Medivation engaged investment banks to advise the company in
assessing its strategic options in light of then-recent efforts by a French pharmaceutical company
to acquire Medivation.  Panuwat, who himself had years of experience as an investment banker
and had specialized in deals involving the pharmaceutical industry, worked closely with
Medivation’s investment bankers, and with other high-level Medivation executives, to explore
Medivation’s alternatives, including a possible merger with another company.
22. In the course of his work with the investment banks advising Medivation about its
strategic options, Panuwat reviewed presentations authored by the bankers that discussed
Medivation’s peer companies in the biopharmaceutical industry, i.e., companies that the
investment banks concluded were comparable to Medivation based on their professional judgment.
In particular, the bankers drew close parallels between Medivation and Incyte, including that both
were valuable, mid-cap, oncology-focused companies with a profitable FDA-approved
(commercial stage) drug on the U.S. market.  Panuwat knew that, in 2016, large-cap
pharmaceutical companies were interested in acquiring oncology-focused mid-cap
biopharmaceutical companies with commercial-stage drugs; that there were only a few—including
COMPLAINT
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Medivation and Incyte—left to acquire; and that each such acquisition was material to the
remaining companies because it made them potentially more valuable acquisition targets and could
thus positively affect the stock price of those companies.  Panuwat also knew that the previous
announcement of the acquisition of a mid-cap oncology-focused company in 2015 by a large-cap
pharmaceutical company had resulted in the material increase of the stock prices of both
Medivation and Incyte following the announcement.
23. In the course of his work with the investment banks advising Medivation, Panuwat
himself noted to the investment bankers that they might want to consider Incyte a comparable
company to Medivation.  During this time, and as part of his employment by Medivation, Panuwat
also tracked both Incyte’s and Medivation’s stock prices closely, as well as the stock prices of
other biopharmaceutical companies.  Incyte was frequently listed as a peer mid-cap oncology
company to Medivation in analyst reports in the 2015 to 2016 time period.
24. During July and August 2016, Medivation explored whether other, larger
pharmaceutical companies might have interest in acquiring Medivation, particularly at a price that
was higher than that offered in the spring by the French pharmaceutical company.
25. Panuwat was closely engaged in these discussions.  As Medivation confidentially
solicited bids from potential acquirers, the investment bankers and other Medivation executives
shared information with Panuwat about the potential acquirers’ due diligence and share-price bids.
Panuwat was closely involved in coordinating Medivation’s responses to various due diligence
requests during that time and participated in meetings of Medivation’s board of directors
concerning Medivation’s strategic alternatives with respect to a potential merger.
C. Panuwat Trades Incyte Options to Capitalize on Medivation’s Material Nonpublic
Information.
26. In August 2016, Panuwat learned confidential information through his employment
that Medivation was going to be imminently acquired at a significant premium to the company’s
stock price.
27. On August 12, 2016, Medivation’s investment bankers sent Panuwat a summary of
bids by potential acquirers indicating that at least five potential acquirers were offering an all-cash
COMPLAINT
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acquisition of Medivation at a premium per share over Medivation’s then-current share price and
that all the potential acquirers were prepared to move forward quickly.
28. On Sunday, August 14, 2016, Panuwat attended a meeting of the Medivation board
of directors at which the board authorized its investment bankers to send letters to the final bidders
for Medivation, including Pfizer, soliciting final merger agreement comments by August 18, 2016
and final bids to acquire the company by August 19, 2016.  Prior to the August 14, 2016 board
meeting, Medivation’s investment bankers sent Panuwat copies of these proposed letters, which
were marked “Confidential.”
29. Several of the emailed communications Panuwat received from the investment
bankers during this time indicated that certain potential acquirers of Medivation were intent on
moving forward with an acquisition quickly and that Monday, August 22, 2016 was the target date
for a public announcement of the acquisition.
30. On Thursday, August 18, 2016, Medivation’s CEO sent a group of Medivation
executives, including Panuwat, an email relaying that Pfizer’s head of business development had
called and expressed overwhelming interest in acquiring Medivation and said that Pfizer’s CEO
would call Medivation’s CEO later that day to reiterate that message and resolve final details with
respect to an impending acquisition of Medivation by Pfizer.
31. Panuwat learned the foregoing information through his employment at Medivation,
and he knew or was reckless in not knowing that the information was material and nonpublic.
Panuwat also knew, or was reckless in not knowing, that the information concerning Medivation’s
imminent acquisition was material not only to Medivation, but also to Incyte, a peer company in
the biopharmaceutical industry that was also publicly-traded, mid-cap, and oncology-focused.
Medivation’s undisclosed acquisition would have been viewed by a reasonable investor in
Medivation or Incyte as having significantly altered the total mix of information made available.
The public announcement of Medivation’s acquisition at a significant premium to its then-current
share price would likely have a positive impact on Incyte’s stock price.  For example, the
acquisition of Medivation also made Incyte a more attractive target for acquisition.
32. By virtue of his employment at Medivation, as well as the confidentiality and
COMPLAINT
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insider trading policies that he signed, Panuwat owed Medivation a duty to keep this material
nonpublic information confidential, and to refrain from trading on Medivation’s confidential
information.
33. Nonetheless, within minutes of receiving the Medivation CEO’s email on August
18, 2016, and while knowing or being reckless in not knowing that such entrusted information was
material and nonpublic, Panuwat used this information concerning the Medivation acquisition to
trade.  Specifically, Panuwat logged on to his personal brokerage account from his work computer
and purchased 578 Incyte call option contracts with strike prices of $80, $82.50, and $85 per
share—significantly above Incyte’s stock price of $76 to $77 per share at the time—and the
soonest possible expiration date, September 16, 2016.  Panuwat was aware that Incyte was not
expected to make any significant announcement, such as issuing a quarterly earnings report, before
the options expiration date.  Rather, Panuwat anticipated that Incyte’s stock price would jump
within less than a month on public disclosure of the upcoming Medivation acquisition
announcement.  Panuwat had never traded Incyte stock or options before.
34. Panuwat did not seek pre-clearance or authorization of his Incyte options trades
from anyone at Medivation, nor did he inform anyone at Medivation about his Incyte options
trades.  Panuwat’s undisclosed, self-serving use of Medivation’s information to purchase
securities, in breach of his duty of trust and confidence, defrauded Medivation and undermined the
integrity of, and investor confidence in, the securities markets.
35. On Saturday, August 20, 2016—two days after Panuwat purchased the Incyte call
options—Medivation signed a merger agreement with Pfizer.  As reflected in prior analyst reports,
Medivation’s investment bankers included Incyte as a comparable publicly-traded company in
their fairness opinions regarding the $81.50 price per share offered by Pfizer to acquire
Medivation.  The $81.50 price per share offered by Pfizer represented a significant premium over
the prior, publicly-known unsolicited acquisition proposal of $52.50 per share by the French
pharmaceutical company in April 2016.
36. On Monday, August 22, 2016, before market open, and four days after Panuwat
purchased the Incyte options, Medivation publicly announced that it had entered into an agreement
COMPLAINT
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and plan of merger whereby it would be acquired by Pfizer at a price of $81.50 per share, a 21.4%
premium over its closing price of $67.16 per share on Friday, August 19, 2016, and a 69.8%
premium to the average closing prices for the shares for the 52-week period ended on August 19,
2016.  At market open on August 22, 2016, Medivation’s stock price climbed materially to $80.62,
a 20% increase over the prior trading day’s closing price of $67.16.
37. Incyte’s stock price also materially increased on August 22, 2016.  Incyte’s stock
price, which had closed at $76.11 on Friday, August 19, 2016, opened at $79.80, reached a high of
$84.39, and closed at $81.98 on Monday, August 22, 2016, approximately 8% higher than the
prior trading day’s close.  A number of other mid-cap biopharmaceutical companies’ stock prices
also materially increased on the day of the Medivation acquisition announcement.  Analyst reports
published on August 22 and 23, 2016 noted the positive impact of the Medivation acquisition
announcement on Incyte’s and other peer biopharmaceutical companies’ stock prices.
38. As a result of his trading in Incyte call options in advance of the August 22, 2016
Medivation announcement, Panuwat generated ill-gotten gains of $107,066.
FIRST CLAIM FOR RELIEF
Violations of Section 10(b) of the Exchange Act and Rule 10b-5 Thereunder
39. The SEC re-alleges and incorporates by reference Paragraph Nos. 1 through 38.
40. By engaging in the conduct described above, Defendant Panuwat, directly or
indirectly, in connection with the purchase or sale of securities, by the use of means or
instrumentalities of interstate commerce, or the mails, with scienter:
(a) Employed devices, schemes, or artifices to defraud;
(b) Made untrue statements of material fact or omitted to state material facts
necessary in order to make the statements made, in the light of the
circumstances under which they were made, not misleading; and
(c) Engaged in acts, practices, or courses of business which operated or would
operate as a fraud or deceit upon other persons, including purchasers and
sellers of securities.
COMPLAINT
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41. By reason of the foregoing, Defendant Panuwat violated, and unless restrained and
enjoined is likely in the future to violate, Section 10(b) of the Exchange Act [15 U.S.C. § 78j(b)]
and Rule 10b-5 thereunder [17 C.F.R. § 240.10b-5].  Panuwat is currently a Chief Business Officer
at another publicly-traded biopharmaceutical company where he plays a similar role to his
Medivation employment, is privy to similarly material non-public information, and is presented
with opportunities to violate the securities laws again.
PRAYER FOR RELIEF
WHEREFORE, the SEC respectfully requests that this Court:
I.
Permanently enjoin Defendant Panuwat from directly or indirectly violating Section 10(b)
of the Exchange Act [15 U.S.C. § 78j(b)] and Rule 10b-5 thereunder [17 C.F.R. § 240.10b-5].
II.
Issue an order requiring Defendant Panuwat to pay a civil monetary penalty pursuant to
Section 21A of the Exchange Act [15 U.S.C. § 78u-1].
III.
Prohibit Defendant Panuwat from serving as an officer or director of any entity having a
class of securities registered with the SEC pursuant to Section 12 of the Exchange Act [15 U.S.C.
§ 78l] or that is required to file reports pursuant to Section 15(d) of the Exchange Act [15 U.S.C.
§ 78o(d)], pursuant to Section 21(d)(2) of the Exchange Act [15 U.S.C. § 78u(d)(2)].
IV.
Retain jurisdiction of this action in accordance with the principles of equity and the Federal
Rules of Civil Procedure in order to implement and carry out the terms of all orders and decrees
that may be entered, or to entertain any suitable application or motion for additional relief within
the jurisdiction of this Court.
V.
Grant such other and further relief as this Court may determine to be just and necessary.
COMPLAINT
CASE NO. _________

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Dated:  August 17, 2021             Respectfully            submitted,
  /s/ Tracy S. Combs
MARC D. KATZ
DAVID ZHOU
TRACY S. COMBS
Attorneys for Plaintiff
SECURITIES AND EXCHANGE COMMISSION
COMPLAINT
CASE NO. _________

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Case 4:21-cv-06322 Document 1 Filed 08/17/21 Page 1 of 11 

MONIQUE C. WINKLER (Cal. Bar No. 213031) 
STEVEN BUCHHOLZ (Cal. Bar No. 202638)
MARC D. KATZ (Cal. Bar No. 189534)
  [email protected] 
DAVID ZHOU (NY Bar No. 4926523) 
[email protected]

TRACY S. COMBS (Cal. Bar No. 298664)
  [email protected] 

Attorneys for Plaintiff
SECURITIES AND EXCHANGE COMMISSION 
44 Montgomery Street, Suite 2800 
San Francisco, CA 94104
(415) 705-2500 (Telephone)
(415) 705-2501 (Facsimile) 

UNITED STATES DISTRICT COURT 

NORTHERN DISTRICT OF CALIFORNIA 

SAN FRANCISCO DIVISION 

SECURITIES AND EXCHANGE COMMISSION, Case No. 

  Plaintiff, 

vs. COMPLAINT 

MATTHEW PANUWAT, 

Defendant. 

Plaintiff Securities and Exchange Commission (the “SEC”) alleges as follows: 

SUMMARY OF THE ACTION 

1. This is a case of insider trading by Matthew Panuwat, formerly a business 

development executive at Medivation Inc. (“Medivation”), a mid-sized oncology-focused 

biopharmaceutical company.   

2. On August 18, 2016, and in the course of Panuwat’s employment at Medivation, 

Panuwat received confidential, nonpublic information in an email from Medivation’s Chief 

COMPLAINT CASE NO. _________ -1-

mailto:[email protected]
mailto:[email protected]
mailto:[email protected]


  

 
 

 

 

 

  

 

 

 

 

 

 

 

 

  

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Case 4:21-cv-06322 Document 1 Filed 08/17/21 Page 2 of 11 

Executive Officer (“CEO”) that Medivation would be imminently acquired by pharmaceutical 

giant Pfizer, Inc. (“Pfizer”).   

3. As an employee and agent of Medivation, Panuwat owed Medivation a duty of 

trust and confidence, including a duty to refrain from using Medivation’s proprietary information 

for his own personal gain. 

4. Nonetheless, within minutes of receiving this highly confidential news from 

Medivation’s CEO, Panuwat misappropriated Medivation’s confidential information by 

purchasing—from his work computer—out-of-the-money, short-term stock options in Incyte 

Corporation (“Incyte”), another mid-cap oncology-focused biopharmaceutical company whose 

value he anticipated would materially increase when the Medivation acquisition announcement 

became public.  Panuwat did not inform anyone at Medivation about his Incyte trades. 

5. On August 22, 2016, Medivation publicly announced it would be acquired by 

Pfizer in an all-cash tender offer at a significant premium to the price at which Medivation shares 

had been trading.  Over the course of the trading day, the price of Medivation shares rose 

materially by approximately 20%.  That same day, the stock price of Incyte rose materially by 

approximately 8% on the news of Medivation’s acquisition and the value of Panuwat’s Incyte 

stock options roughly doubled.  By trading ahead of the announcement, Panuwat obtained illicit 

profits of $107,066.   

6. By engaging in this conduct, as further described herein, Panuwat violated and, 

unless restrained and enjoined by this Court, may continue to violate, Section 10(b) of the 

Securities Exchange Act of 1934 (“Exchange Act”) [15 U.S.C. § 78j(b)] and Exchange Act Rule 

10b–5 [17 C.F.R. § 240.10b–5]. 

7. The SEC seeks an order from the Court enjoining Defendant from future violations 

of Section 10(b) of the Exchange Act and Rule 10b-5 thereunder; requiring him to pay a civil 

monetary penalty; barring him from serving as an officer or director of a public company; and 

providing for other appropriate relief. 

COMPLAINT CASE NO. _________ -2-



  

 
 

 

 

   

  

 

 

 

 

 

  

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Case 4:21-cv-06322 Document 1 Filed 08/17/21 Page 3 of 11 

JURISDICTION AND VENUE 

8. The SEC brings this action pursuant to Sections 21(d) and 21A of the Exchange 

Act [15 U.S.C. §§ 78u(d); 78u-1]. 

9. This Court has jurisdiction over this action pursuant to Section 27 of the Exchange 

Act [15 U.S.C. § 78aa] and 28 U.S.C. § 1331.  

10. Defendant, directly or indirectly, made use of the means and instrumentalities of 

interstate commerce or of the mails in connection with the acts, transactions, practices, and courses 

of business alleged in this complaint. 

11. Venue is proper in this District pursuant to Section 27(a) of the Exchange Act 

[15 U.S.C. § 78aa(a)].  Acts, transactions, practices, and courses of business that form the basis for 

the violations alleged in this complaint occurred in the Northern District of California.   

12. Under Civil Local Rule 3-2(d), this civil action should be assigned to the San 

Francisco Division, because a substantial part of the events or omissions which give rise to the 

claims alleged herein occurred in San Francisco County. 

DEFENDANT 

13. Defendant Matthew Panuwat, age 44, resides in Walnut Creek, California.  From 

September 2014 to January 2017, Panuwat worked in business development at Medivation.  Prior 

to that time, Panuwat held licenses in the securities industry and was registered with the SEC as an 

associated person of an investment bank in San Francisco that acted as a broker and dealer in 

securities. 

14. At all relevant times, Panuwat was an expert in the biopharmaceutical industry.  He 

has undergraduate and graduate biology- and pharmaceutical-related degrees, as well as an MBA 

from a top business school.  At the time of his Incyte trades, he had spent over fifteen years in the 

biopharmaceutical industry, including eight years in the global healthcare investment banking 

division of a top investment bank and employment in business and strategic development at 

several biopharmaceutical companies.  Panuwat had significant knowledge and experience 

concerning many aspects of the biopharmaceutical industry, including mergers and acquisitions.  

At all relevant times, Panuwat was aware of the nature of and prohibitions on insider trading 

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through his employment at various biopharmaceutical companies and in investment banking.  

Panuwat is currently an executive at another publicly-traded biopharmaceutical company. 

RELATED ENTITIES 

15. Medivation was a mid-cap, oncology-focused biopharmaceutical company 

incorporated in Delaware with its principal place of business in San Francisco, California until it 

was acquired by Pfizer Inc., a global pharmaceutical company, on September 28, 2016.  Before its 

2016 acquisition, Medivation’s common stock was registered with the Commission pursuant to 

Section 12(b) of the Exchange Act and was listed on the Nasdaq Stock Market LLC (“Nasdaq”) 

under the ticker symbol “MDVN.”  In connection with its acquisition by Pfizer, Medivation’s 

stock was delisted from Nasdaq and deregistered with the Commission. 

16. Incyte is a mid-cap, oncology-focused biopharmaceutical company incorporated in 

Delaware with its principal place of business in Wilmington, Delaware.  Its common stock is 

registered with the Commission pursuant to Section 12(b) of the Exchange Act and is listed on 

Nasdaq under the ticker symbol “INCY.” 

FACTUAL ALLEGATIONS 
A. Panuwat Heads Business Development for Medivation and Pledges Not to Trade on 

Its Confidential Information. 

17. In 2016, Panuwat’s title at Medivation was Senior Director of Business 

Development.  In that role, Panuwat was responsible for business development at Medivation and 

reported to the company’s Chief Financial Officer. 

18. Panuwat’s role at Medivation included finding, evaluating, and pursuing strategic 

opportunities to expand Medivation’s drug products and development pipeline, primarily through 

acquisitions and in-licensing.  In that role, Panuwat closely tracked the stock prices, drug products, 

and development pipelines of other biopharmaceutical companies, including Incyte, as well as 

merger and acquisition activity in the biopharmaceutical industry. 

19. At Medivation, Panuwat was entrusted with confidential information involving 

actual or potential Medivation transactions, including actual or potential acquisitions of or by 

Medivation.   

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20. Panuwat agreed, at the outset of his employment with Medivation, that he would 

keep information he learned during his employment confidential and not make use of such 

information, except for the benefit of Medivation.  Panuwat also signed Medivation’s insider 

trading policy, which prohibited employees from personally profiting from material nonpublic 

information concerning Medivation by trading in Medivation securities or the securities of another 

publicly traded company.  The policy stated, “During the course of your employment…with the 

Company, you may receive important information that is not yet publicly disseminated…about the 

Company.  … Because of your access to this information, you may be in a position to profit 

financially by buying or selling or in some other way dealing in the Company’s securities…or the 

securities of another publicly traded company, including all significant collaborators, customers, 

partners, suppliers, or competitors of the Company.  … For anyone to use such information to gain 

personal benefit…is illegal.  …” (Emphasis added.) 

B. Medivation Becomes an Acquisition Target. 

21. In April 2016, Medivation engaged investment banks to advise the company in 

assessing its strategic options in light of then-recent efforts by a French pharmaceutical company 

to acquire Medivation. Panuwat, who himself had years of experience as an investment banker 

and had specialized in deals involving the pharmaceutical industry, worked closely with 

Medivation’s investment bankers, and with other high-level Medivation executives, to explore 

Medivation’s alternatives, including a possible merger with another company.   

22. In the course of his work with the investment banks advising Medivation about its 

strategic options, Panuwat reviewed presentations authored by the bankers that discussed 

Medivation’s peer companies in the biopharmaceutical industry, i.e., companies that the 

investment banks concluded were comparable to Medivation based on their professional judgment.  

In particular, the bankers drew close parallels between Medivation and Incyte, including that both 

were valuable, mid-cap, oncology-focused companies with a profitable FDA-approved 

(commercial stage) drug on the U.S. market.  Panuwat knew that, in 2016, large-cap 

pharmaceutical companies were interested in acquiring oncology-focused mid-cap 

biopharmaceutical companies with commercial-stage drugs; that there were only a few—including 

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Medivation and Incyte—left to acquire; and that each such acquisition was material to the 

remaining companies because it made them potentially more valuable acquisition targets and could 

thus positively affect the stock price of those companies.  Panuwat also knew that the previous 

announcement of the acquisition of a mid-cap oncology-focused company in 2015 by a large-cap 

pharmaceutical company had resulted in the material increase of the stock prices of both 

Medivation and Incyte following the announcement. 

23. In the course of his work with the investment banks advising Medivation, Panuwat 

himself noted to the investment bankers that they might want to consider Incyte a comparable 

company to Medivation.  During this time, and as part of his employment by Medivation, Panuwat 

also tracked both Incyte’s and Medivation’s stock prices closely, as well as the stock prices of 

other biopharmaceutical companies.  Incyte was frequently listed as a peer mid-cap oncology 

company to Medivation in analyst reports in the 2015 to 2016 time period.   

24. During July and August 2016, Medivation explored whether other, larger 

pharmaceutical companies might have interest in acquiring Medivation, particularly at a price that 

was higher than that offered in the spring by the French pharmaceutical company.   

25. Panuwat was closely engaged in these discussions.  As Medivation confidentially 

solicited bids from potential acquirers, the investment bankers and other Medivation executives 

shared information with Panuwat about the potential acquirers’ due diligence and share-price bids. 

Panuwat was closely involved in coordinating Medivation’s responses to various due diligence 

requests during that time and participated in meetings of Medivation’s board of directors 

concerning Medivation’s strategic alternatives with respect to a potential merger. 

C. Panuwat Trades Incyte Options to Capitalize on Medivation’s Material Nonpublic 
Information.  

26. In August 2016, Panuwat learned confidential information through his employment 

that Medivation was going to be imminently acquired at a significant premium to the company’s 

stock price. 

27. On August 12, 2016, Medivation’s investment bankers sent Panuwat a summary of 

bids by potential acquirers indicating that at least five potential acquirers were offering an all-cash 

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acquisition of Medivation at a premium per share over Medivation’s then-current share price and 

that all the potential acquirers were prepared to move forward quickly.   

28. On Sunday, August 14, 2016, Panuwat attended a meeting of the Medivation board 

of directors at which the board authorized its investment bankers to send letters to the final bidders 

for Medivation, including Pfizer, soliciting final merger agreement comments by August 18, 2016 

and final bids to acquire the company by August 19, 2016.  Prior to the August 14, 2016 board 

meeting, Medivation’s investment bankers sent Panuwat copies of these proposed letters, which 

were marked “Confidential.”    

29. Several of the emailed communications Panuwat received from the investment 

bankers during this time indicated that certain potential acquirers of Medivation were intent on 

moving forward with an acquisition quickly and that Monday, August 22, 2016 was the target date 

for a public announcement of the acquisition. 

30. On Thursday, August 18, 2016, Medivation’s CEO sent a group of Medivation 

executives, including Panuwat, an email relaying that Pfizer’s head of business development had 

called and expressed overwhelming interest in acquiring Medivation and said that Pfizer’s CEO 

would call Medivation’s CEO later that day to reiterate that message and resolve final details with 

respect to an impending acquisition of Medivation by Pfizer.  

31. Panuwat learned the foregoing information through his employment at Medivation, 

and he knew or was reckless in not knowing that the information was material and nonpublic. 

Panuwat also knew, or was reckless in not knowing, that the information concerning Medivation’s 

imminent acquisition was material not only to Medivation, but also to Incyte, a peer company in 

the biopharmaceutical industry that was also publicly-traded, mid-cap, and oncology-focused.  

Medivation’s undisclosed acquisition would have been viewed by a reasonable investor in 

Medivation or Incyte as having significantly altered the total mix of information made available.  

The public announcement of Medivation’s acquisition at a significant premium to its then-current 

share price would likely have a positive impact on Incyte’s stock price.  For example, the 

acquisition of Medivation also made Incyte a more attractive target for acquisition. 

32. By virtue of his employment at Medivation, as well as the confidentiality and 

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insider trading policies that he signed, Panuwat owed Medivation a duty to keep this material 

nonpublic information confidential, and to refrain from trading on Medivation’s confidential 

information.   

33. Nonetheless, within minutes of receiving the Medivation CEO’s email on August 

18, 2016, and while knowing or being reckless in not knowing that such entrusted information was 

material and nonpublic, Panuwat used this information concerning the Medivation acquisition to 

trade. Specifically, Panuwat logged on to his personal brokerage account from his work computer 

and purchased 578 Incyte call option contracts with strike prices of $80, $82.50, and $85 per 

share—significantly above Incyte’s stock price of $76 to $77 per share at the time—and the 

soonest possible expiration date, September 16, 2016.  Panuwat was aware that Incyte was not 

expected to make any significant announcement, such as issuing a quarterly earnings report, before 

the options expiration date.  Rather, Panuwat anticipated that Incyte’s stock price would jump 

within less than a month on public disclosure of the upcoming Medivation acquisition 

announcement.  Panuwat had never traded Incyte stock or options before.   

34. Panuwat did not seek pre-clearance or authorization of his Incyte options trades 

from anyone at Medivation, nor did he inform anyone at Medivation about his Incyte options 

trades.  Panuwat’s undisclosed, self-serving use of Medivation’s information to purchase 

securities, in breach of his duty of trust and confidence, defrauded Medivation and undermined the 

integrity of, and investor confidence in, the securities markets. 

35. On Saturday, August 20, 2016—two days after Panuwat purchased the Incyte call 

options—Medivation signed a merger agreement with Pfizer.  As reflected in prior analyst reports, 

Medivation’s investment bankers included Incyte as a comparable publicly-traded company in 

their fairness opinions regarding the $81.50 price per share offered by Pfizer to acquire 

Medivation.  The $81.50 price per share offered by Pfizer represented a significant premium over 

the prior, publicly-known unsolicited acquisition proposal of $52.50 per share by the French 

pharmaceutical company in April 2016.   

36. On Monday, August 22, 2016, before market open, and four days after Panuwat 

purchased the Incyte options, Medivation publicly announced that it had entered into an agreement 

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and plan of merger whereby it would be acquired by Pfizer at a price of $81.50 per share, a 21.4% 

premium over its closing price of $67.16 per share on Friday, August 19, 2016, and a 69.8% 

premium to the average closing prices for the shares for the 52-week period ended on August 19, 

2016. At market open on August 22, 2016, Medivation’s stock price climbed materially to $80.62, 

a 20% increase over the prior trading day’s closing price of $67.16.   

37. Incyte’s stock price also materially increased on August 22, 2016.  Incyte’s stock 

price, which had closed at $76.11 on Friday, August 19, 2016, opened at $79.80, reached a high of 

$84.39, and closed at $81.98 on Monday, August 22, 2016, approximately 8% higher than the 

prior trading day’s close.  A number of other mid-cap biopharmaceutical companies’ stock prices 

also materially increased on the day of the Medivation acquisition announcement.  Analyst reports 

published on August 22 and 23, 2016 noted the positive impact of the Medivation acquisition 

announcement on Incyte’s and other peer biopharmaceutical companies’ stock prices.  

38. As a result of his trading in Incyte call options in advance of the August 22, 2016 

Medivation announcement, Panuwat generated ill-gotten gains of $107,066. 

FIRST CLAIM FOR RELIEF 

Violations of Section 10(b) of the Exchange Act and Rule 10b-5 Thereunder 

39. The SEC re-alleges and incorporates by reference Paragraph Nos. 1 through 38. 

40. By engaging in the conduct described above, Defendant Panuwat, directly or 

indirectly, in connection with the purchase or sale of securities, by the use of means or 

instrumentalities of interstate commerce, or the mails, with scienter: 

(a) Employed devices, schemes, or artifices to defraud; 

(b) Made untrue statements of material fact or omitted to state material facts 

necessary in order to make the statements made, in the light of the 

circumstances under which they were made, not misleading; and 

(c) Engaged in acts, practices, or courses of business which operated or would 

operate as a fraud or deceit upon other persons, including purchasers and 

sellers of securities. 

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41. By reason of the foregoing, Defendant Panuwat violated, and unless restrained and 

enjoined is likely in the future to violate, Section 10(b) of the Exchange Act [15 U.S.C. § 78j(b)] 

and Rule 10b-5 thereunder [17 C.F.R. § 240.10b-5].  Panuwat is currently a Chief Business Officer 

at another publicly-traded biopharmaceutical company where he plays a similar role to his 

Medivation employment, is privy to similarly material non-public information, and is presented 

with opportunities to violate the securities laws again. 

PRAYER FOR RELIEF 

WHEREFORE, the SEC respectfully requests that this Court: 

I. 

Permanently enjoin Defendant Panuwat from directly or indirectly violating Section 10(b) 

of the Exchange Act [15 U.S.C. § 78j(b)] and Rule 10b-5 thereunder [17 C.F.R. § 240.10b-5].  

II. 

Issue an order requiring Defendant Panuwat to pay a civil monetary penalty pursuant to 

Section 21A of the Exchange Act [15 U.S.C. § 78u-1]. 

III. 

Prohibit Defendant Panuwat from serving as an officer or director of any entity having a 

class of securities registered with the SEC pursuant to Section 12 of the Exchange Act [15 U.S.C. 

§ 78l] or that is required to file reports pursuant to Section 15(d) of the Exchange Act [15 U.S.C. 

§ 78o(d)], pursuant to Section 21(d)(2) of the Exchange Act [15 U.S.C. § 78u(d)(2)]. 

IV. 

Retain jurisdiction of this action in accordance with the principles of equity and the Federal 

Rules of Civil Procedure in order to implement and carry out the terms of all orders and decrees 

that may be entered, or to entertain any suitable application or motion for additional relief within 

the jurisdiction of this Court. 

V. 

Grant such other and further relief as this Court may determine to be just and necessary. 

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Case 4:21-cv-06322 Document 1 Filed 08/17/21 Page 11 of 11 

Dated: August 17, 2021  Respectfully submitted, 

  /s/ Tracy S. Combs 
MARC D. KATZ 
DAVID ZHOU 
TRACY S. COMBS 
Attorneys for Plaintiff 
SECURITIES AND EXCHANGE COMMISSION 

COMPLAINT CASE NO. _________ -11-