CASE 0:17-cv-05580-WMW-BRT Document 65 Filed 04/01/18 Page 1 of 28

UNITED STATES DISTRICT COURT

DISCTRICT OF MINNESOTA

_______________________________________________________________

Lee Michael Pederson, Court File No. 17-cv-5580 (WMW/BRT)

Plaintiff,

v. PLAINTIFF'S OPPOSITION
TO DEFENDANTS'
Phillip Frost, OPKO Health, Inc., Brian MOTION TO DISMISS
Keller, CoCrystal Pharma, Inc., and J. PLAINTIFF'S
Does 1–50, AMENDED COMPLAINT
Defendants.

_______________________________________________________________

Date: March 31, 2018 Plaintiff’s Signature s/ Lee Pederson

Lee Michael Pederson

Pro se
MN Atty. No. 225605
2126 Lyndale Ave S #6
Minneapolis, MN 55405
952-836-7949
LeeMPete@aol.com

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CONTENTS

3 Table of Authorities

4 Basic facts of Plaintiff's case

8 Jurisdiction

10 The Fraud Claim

11 Note on Proximate Cause

12 The Tortious Interference Claim

14 Minnesota Pleading Standard

15 Response to Defendants' Memorandum - Part One

18 Response to Defendants' Memorandum - Part Two

19 Personal jurisdiction

21 Due Process

25 Calder effect test

25 Standing

27 Florida Law

27 Final comments and Request

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TABLE OF AUTHORITIES

Cases:

Block Indus. v. DHJ Indus., Inc.

495 F.2d 256, 259 (8th Cir. 1974) …………………………………….………..17

Custody of D.T.R. v. Reiter

796 N.W.2d 509, 512-513 (Minn. 2011) ……………………………………….22

Gieseke ex rel. Diversified Water Diversion, Inc. v. IDCA, Inc.

844 N.W.2d 210, 219 (Minn. 2014) ……………………………………………13

Int’l Shoe Co. v. Washington

326 U.S. 310, 316 (1945) ………………………………………………………17

Johnson v. Arden
614 F.3d 785, 796 (8th Cir. 2010) ……………………………………………...21

Lujan v. Defenders of Wildlife

504 U.S. 555 (1992) ……………………………………………………………21

Martens v. Minn. Mining & Mfg. Co.

616 N.W.2d 732, 747 (Minn. 2000) ……………………………………………10

Northern States Power Co. v. Franklin

265 Minn. 391, 122 N.W.2d (1963) ……………………………………………14

Wessels, Arnold & Henderson v. National Medical Waste, Inc.

65 F.3d at 1432 ……………………………………………………………....17,18

Wiegand v. Walser Automotive Groups, Inc.

683 N.W.2d 807 (Minn. 2004) ………………………………………………….14

Minnesota Civil Statute:

Minnesota "long-arm" statute

543.19 Personal Jurisdiction over Nonresidents …………………………………9

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BASIC FACTS OF PLAINTIFF'S CASE

Plaintiff brings two Minnesota state law claims against Defendants. Both

claims are adequately and sufficiently pleaded, and this case should be allowed to

proceed to trial.

Defendant Frost and his agents and co-conspirators went into FrostZone

with the intention of fraudulently taking control of BioZone, looting the company's

assets, and using the entity for a pump and dump securities fraud. It took three

years, but that is exactly what the Frost gang did. Frost gang members and

associates made tens of millions of dollars in illegal profits as a result. They also

committed numerous other frauds along the way, including frauds against

Pederson. The pump and dump securities fraud is described in detail in the

complaint to provide context and support for Plaintiff's state law claims.

Frost needed cooperation from BioZone team members in order to achieve

his fraudulent goals at BioZone. Defendant Keller was co-opted into becoming an

agent for and co-conspirator with Frost. Cooperation from BioZone team members

Pederson, Wu and Fisher was obtained by a long series of lies, deceits and false

promises. Frost's agents Keller and Maza were used to help manipulate Plaintiff

Pederson and others. The "big lie" was that Frost and others promised to invest

millions of dollars in funding to expand BioZone's R&D programs. This false

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promise was repeatedly used to manipulate Pederson and others. The promised

funding never materialized.

There were four members of the original BioZone strategy team. Of the

four: (1) Dan Fisher has sued the Frost gang in Federal court for fraud. (2) Nian

Wu resigned because of broken promises. (3) Defendant Keller joined the Frost

gang, but has admitted to the fraud. (4) Pederson is now bringing this action for

fraud.

One result of the deception was that Pederson believed that Frost was going

to provide funding to BioZone and that BioZone's research and development

programs would rapidly expand. Based on Keller's representations, Pederson also

believed that his long-term relationship with BioZone would continue and expand,

with considerable financial benefit to Pederson.

Because of these false beliefs, Pederson was induced to take many actions

that were harmful to himself and others. These actions included using his

influence with Nian Wu so that Frost and Opko could essentially steal Wu's patent

rights.

The specific lies, deceits and false promises took place over the course of a

year, and are too numerous to list them all here. Similarly, there are many specific

actions that Pederson was induced to take or refrain from because of the lies. This

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table shows how some of the Frost gang's lies radically differed from reality, and it

illustrates the central nature of FrostZone experience for Pederson.

Pederson's Defendants' real Result

assumptions based intention

on Defendants'

misrepresentations

Frost and others Frost gang would The Frost gang fraudulently

would invest $8 fraudulently take over took over BioZone, and there

million initially, and BioZone with the false was never any meaningful

then raise a total of promise of investment investment by the Frost gang

$15 M

BioZone's R&D and BioZone's R&D and Opko received some patent

patent programs patent programs would rights from BioZone. The rest

would be used to be used to benefit Opko of BioZone's R&D and patent

benefit BioZone programs ended up in the

scrap heap

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With the investment, Frost and Opko would Frost and Opko looted

BioZone would loot BioZone's assets, BioZone's assets, and then

grow rapidly as a and then BioZone would BioZone was used for a pump

profitable operating be used for a pump and and dump securities fraud

company dump securities fraud

BioZone's R&D BioZone's R&D program BioZone's R&D and patent

program was the was a minor detail to programs ended up in the

essential element of Frost scrap heap

the initial deal

between BioZone

and Frost

This list could go on and on, but the pattern is the same, as follows: The

Defendants have a secret agenda. The Defendants use lies and deceit to

manipulate Pederson and others. The Defendants carry out their secret agenda to

the detriment of Pederson and others. Similar tables could be constructed for Dan

Fisher and Nian Wu, showing how the Frost gang manipulated them by creating

specific expectations that would never come to be.

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All the Defendants are intertwined. Frost is the head of the gang. Frost used

his agents Keller and Maza to lie to and manipulate Pederson. All of the other

Defendants are closely allied with and/or controlled by Frost.

(a) Defendant Opko is the alter ego of Frost. Frost founded Opko. Frost is

the CEO. Frost is the Chairman of the BOD. Frost is by far the largest shareholder

of Opko. Opko benefited from the fraudulent propofol transaction. Opko

benefited from the pump and dump through the sale of BZNE stock. Through

Frost, Opko used its agents Keller and Maza to manipulate Pederson.

(b) Defendant Brian Keller acted as an agent for Frost in the frauds against

Pederson and others. Defendant Keller acted as an agent for Frost in the pump and

dump fraud by providing a fake pharmaceutical pipeline story to "journalists"

during the pump and dump. Keller acted as an agent for BZNE to manipulate

Pederson.

(c) Defendant COCP is a creation of Frost's fraudulent corporate

manipulations, as described in the complaint. Frost is on the board of director at

COCP. COCP is the successor to BZNE. Frost exerted control over BZNE.

BZNE used its agents Keller and Maza to manipulate Pederson. At times

BZNE/COCP acted as an agent for Frost through Keller, Maza and Prego-Novo.

JURISDICTION

The Minnesota "long-arm" statute provides as follows.

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543.19 PERSONAL JURISDICTION OVER NONRESIDENTS.

Subdivision 1. Personal jurisdiction.
As to a cause of action arising from any acts enumerated in this
subdivision, a court of this state with jurisdiction of the subject matter
may exercise personal jurisdiction over any foreign corporation or any
nonresident individual, or the individual's personal representative, in the
same manner as if it were a domestic corporation or the individual were
a resident of this state. This section applies if, in person or through an
agent, the foreign corporation or nonresident individual:
(1) owns, uses, or possesses any real or personal property situated in this
state; or
(2) transacts any business within the state; or
(3) commits any act in Minnesota causing injury or property damage; or
(4) commits any act outside Minnesota causing injury or property
damage in Minnesota, subject to the following exceptions when no
jurisdiction shall be found:
(i) Minnesota has no substantial interest in providing a forum; or
(ii) the burden placed on the Defendant by being brought under the
state's jurisdiction would violate fairness and substantial justice.

Defendant Keller was in regular, frequent, continuous and systematic contact

by phone and email with Pederson while Pederson was in Minnesota. Keller

transacted business within the state, and caused acts within the state causing injury.

Through its agents Keller and Maza, Defendant COCP (then BioZone) was

in regular and frequent contact by phone and email with Pederson while Pederson

was in Minnesota. COCP transacted business within the state, and caused acts

within the state causing injury.

Through his agents Keller and Maza, Defendant Frost was in regular and

frequent contact by phone and email with Pederson while Pederson was in

Minnesota. Frost caused acts within the state causing injury.

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Through its agents Keller and Maza, Defendant Opko was in regular and

frequent contact by phone and email with Pederson while Pederson was in

Minnesota. Opko caused acts within the state causing injury.

All Defendants are properly subject to jurisdiction of this Court, either

through direct contact with Minnesota or under the Minnesota "long-arm" statute.

THE FRAUD CLAIM

The elements of fraud in Minnesota are: (1) a false misrepresentation of a

past or present material fact; (2) knowledge by the person making the false

assertion that it is false or ignorance of the truth of the assertion; (3) an intention to

induce the Plaintiff to act or to justify the claimant to act; (4) the Plaintiff must

have been induced to act or justified in acting in reliance on the representation; and

(5) the Plaintiff must suffer damage proximately caused by the misrepresentation.

Martens v. Minn. Mining & Mfg. Co., 616 N.W.2d 732, 747 (Minn. 2000). All

these elements are satisfied.

There were many specific misrepresentations by the Defendants in

FrostZone. (1) The broadest misrepresentations regarded the Defendants'

intentions for the future of BioZone's business and technology, especially the

promised funding for R&D, i.e., the "big lie." (2) Defendant Frost and the other

Defendants knew the falsity of the assertions that Frost would provide funding to

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expand BioZone's R&D programs. (3) The Defendants intended to induce certain

actions by Pederson, including (a) causing Pederson to use his influence with Nian

Wu to get Wu to sign a license agreement (b) causing Pederson to undertake

independent representation of Wu in an impossible working environment (c)

causing Pederson to write down his bill to Nian Wu in reliance on future

compensation when the promised funding came through and (d) causing Pederson

to continue to represent BZNE after it was detrimental to Pederson to continue

such representation. (4) Pederson relied on Defendants' misrepresentations in

taking these actions. Since Frost is reported to be worth several billion dollars,

Plaintiff reasonably believed that Frost and others would provide the promised

funding. (5) All the Defendants acted in concert to cause Pederson financial

damages, including out of pocket losses.

NOTE ON PROXIMATE CAUSE

Defendant Frost and his agents and coconspirators purposely created an

environment of confusion at BioZone where Pederson, Wu and Fisher were

operating under a completely false set of assumptions for about a year.

Conducting normal science and business in this false environment was impossible,

and Pederson was induced to do many things that caused harm to himself and/or

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others. This type of harm was completely foreseeable to Defendants in light of

Frost's "big lie."

Pederson became aware that FrostZone was a series of frauds in early 2012

when an Opko press release announced the fraudulent transfer of propofol rights

from BioZone to Opko. As a result, Pederson resigned from BioZone. Pederson

was left in a situation where he suffered financial losses, reputational harm, and

damage to his career. All these damages were proximately caused by the

Defendants' misrepresentations.

THE TORTIOUS INTERFERENCE CLAIM

This claim is brought against Frost, Opko and Keller. This claim is not

made against COCP.

A tortious interference with prospective economic (or business) advantage

claim in Minnesota requires the Plaintiff to show: (1) the existence of a reasonable

expectation of economic advantage; (2) the Defendant’s knowledge of that

expectation of economic advantage; (3) that Defendant intentionally interfered

with Plaintiff’s reasonable expectation of economic advantage, and the intentional

interference is either independently tortious or in violation of a state or federal

statute or regulation; (4) in the absence of the wrongful act of the Defendant, it is

reasonably probable that Plaintiff would have realized his economic advantage or

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benefit; and (5) the Plaintiff sustained damages. Gieseke ex rel. Diversified

Water Diversion, Inc. v. IDCA, Inc., 844 N.W.2d 210, 219 (Minn. 2014). Again,

all these elements are satisfied.

(1) Pederson began work with BioZone in about 2000, ten years before the

Frost gang got involved. Pederson had unique scientific and legal expertise and

experience suited for BioZone's needs. Keller and BioZone had promised

Pederson continuing, expanding, and financially rewarding work before the Frost

gang got involved. Pederson had a reasonable expectation of economic advantage

in his relationship with BioZone.

(2) The Defendants knew Pederson's economic expectations with BioZone.

Keller knew first hand. Frost and Opko knew from Pederson's presence at the

Miami meeting in February of 2011, and as well by Pederson's continuing

involvement with the company.

(3) Frost and the other Defendants intentionally interfered with Plaintiff’s

reasonable expectation of economic advantage by destroying Pederson's

relationship with BioZone with their frauds. This caused economic damage to

Plaintiff. Keller interfered by acting as an agent for Frost. Opko interfered by

being Frost's alter ego and benefiting from the frauds. Defendants' acts of

intentional interference are independently tortious as a fraud against Pederson, as

described in Pederson's claim for fraud in this complaint.

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Further, Defendants' acts are also independently tortious and/or in violation

of statutes on other levels. Defendants' acts of intentional interference against

Plaintiff were part of the process of the Frost gang's looting of BZNE's assets. The

looting of BZNE's assets was tortious. Also, Defendants' acts of intentional

interference against Plaintiff were a part of a racketeering scheme involving BZNE

and other companies. This racketeering scheme involves violations of Federal law,

as well as involving multiple torts.

(4) In the absence of the wrongful acts of the Defendants, it is reasonably

probable that Plaintiff would have realized his economic advantage or benefit

through a continuing relationship with BioZone. At the time of the frauds,

Pederson had about 100 active patent files with BioZone as well as numerous other

projects. This work would have continued if not for the acts of Frost, Opko and

Keller. Instead, the frauds committed by the Defendants caused Pederson to resign

and eventually destroyed BioZone's businesses.

(5) As a result of the actions of the Defendants, Plaintiff Pederson sustained

damages.

MINNESOTA PLEADING STANDARD

The facts as pled in the Compliant are to be taken as true. Northern States

Power Co. v. Franklin, 265 Minn. 391, 122 N.W.2d (1963). Dismissal is

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appropriate only if the facts as pled do not sustain the claims made. Wiegand v.

Walser Automotive Groups, Inc., 683 N.W.2d 807 (Minn. 2004). In the present

case the facts as pled support both claims.

RESPONSE TO DEFENDENTS' MEMORANDUM - PART ONE

Phillip Frost and his gang are in the "business" of securities fraud. They

make illegal profits through the sale of stock to the public, insider transactions

between companies they control, and looting corporate treasuries for their own

gain. Along the way, they commit other frauds. They have defrauded not only

investors, but also service providers such as Plaintiff.

While their frauds have been generally well-concealed, there is growing

public awareness of the Frost gang's actions and methods. For several years, the

internet has had lots of articles and message board postings discussing the

possible/likely fraudulent/criminal nature of the Frost gang. While omitting the

many stories that came before them, the following publications reflect this growing

awareness.

On February 9, 2017 journalist Teri Buhl published a story that can be seen

at:

http://www.teribuhl.com/2017/02/09/california-doj-investigating-honig-and-the-

frost-group-2/

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This story is about the SEC and DOJ investigating the "investing and trading

activities" of Phillip Frost, Barry Honig, and Michael Brauser. After Teri Buhl

posted this article, Frost gang member Barry Honig hired "superlawyer" Charles

Harder to try to silence her. However, Buhl fought back and Honig abandoned that

litigation.

Information about the Frost gang became more prominent with the

publication in the Wall Street Journal of an article on a Frost gang company called

Riot Blockchain (RIOT) on January 31, 2018. The article was written by Ianthe

Dugan.

https://www.wsj.com/articles/investor-who-rode-pivot-from-biotech-to-bitcoin-

sells-big-stake-1517403600

The Wall Street Journal article was soon followed by a televised CNBC

investigative report on RIOT by Michelle Caruso-Cabrera that aired on February

16, 2018:

https://www.cnbc.com/2018/02/16/public-company-changes-name-to-riot-

blockchain-sees-shares-rocket.html

Some effects of the CNBC TV segment and accompanying written article have

included a same-day denial by the company, follow-up articles by Bloomberg

News and the Denver Post, a sharp decline in RIOT's share price, and the filing of

several shareholder suits.

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On March 6, 2018, Chris Carey (dba Sharesleuth) published a 14,000 word

exposé on one aspect of the Frost gang's frauds. Carey's article details a network

of illegally paid "pumpers" who try to artificially inflate the share price of many

Frost gang companies. Frost is named 30 times in the article. Opko is named 29

times. This article also includes a section on John Ford, who played an important

part in the BioZone pump and dump. Part of Ford's role in the BioZone pump and

dump is mentioned in the article.

http://sharesleuth.com/

I expect that there will be much more press coverage to come as the Frost

gang story unfolds.

It is a matter of public record that at least three companies where Frost was

directly involved are under investigation by the SEC: MSLP (disclosed in SEC

filings), BZNE/COCP (disclosed in SEC filings), and MBVX (January 30, 2018

announcement at

https://www.mabvax.com/news-media/press-releases/detail/111/mabvax-receives-

notice-of-sec-investigation-and-examination).

Barry Honig is involved in at least two other companies under Federal

investigation: YesDTC (described in a Federal plea agreement at

https://www.scribd.com/doc/313912773/Joe-Noel-DOJ-Plea-Agreement-June-

2014) and MGTI (disclosed in SEC filings, plus at:

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https://www.scribd.com/document/338889092/SEC-Subpoena-MGT-Capital-

September-2016#from_embed).

As noted in Plaintiff's previously filed declaration, Plaintiff has been in two-

way contact with specific agents of the FBI, SEC, and U.S. Attorney's Office

regarding the FrostZone investigation.

Defendants Frost and Keller, as well as other members and associates of the

Frost gang, are in real legal jeopardy - and not just from the present case. Since

they have no real arguments to support their motion, their strategy is to throw a

bunch of stuff against the wall and see if any of it sticks. Their arguments range

from lame (lack of jurisdiction) to lamer (failure to state a claim) to lamest (Florida

statute of limitations).

RESPONSE TO DEFENDENTS' MEMORANDUM - PART TWO

Frost's big lie is at the heart of this fraud case. In February of 2011, Pederson

and others traveled to Florida to obtain funding for expanding BioZone's R&D

programs. Frost fraudulently promised that funding would be provided when his

real intention was to take control of the company, loot its assets, and then use the

entity for a pump and dump securities fraud. Frost's agents Keller and Maza used

the big lie to manipulate Pederson for over a year to take actions that hurt Pederson

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and others until a fraudulent asset transfer from BioZone to Opko in February of

2012 opened Pederson's eyes to the fraud.

Personal jurisdiction.

Pederson worked out of an office in Minnesota during the 13-month big lie

period. During this time Keller was in regular, frequent, systematic and continuous

contact with Pederson by telephone and email while Pederson was in Minnesota.

(declaration of Lee Pederson at paragraphs 1 and 11) Keller would often initiate

these contacts. Frost's promise of funding was a frequent topic, as BioZone needed

the money to further its research programs. During these interactions, Keller

purposely used the big lie to manipulate Pederson. (declaration of Lee Pederson at

paragraphs 12 and 14)

Keller's fraudulent communications and conduct were directed at Minnesota,

intended to induce action within the state, and resulted in harm within the state.

Keller acted as Frost's agent in these fraudulent communications and

conduct with Pederson.

Keller acted as BioZone's agent in these fraudulent communications and

conduct with Pederson.

Keller acted as Opko's agent in these fraudulent communications and

conduct with Pederson.

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Defendants have made some misstatements of fact. (1) Defendants say,

"the only connection between Minnesota and the allegations in the Complaint is

the fact that Plaintiff now happens to reside here." This is not true. The big lie

was directed at Pederson and used to manipulate Pederson while Pederson was in

Minnesota. (2) Defendants say, "none of the actions purportedly taken in

furtherance of the claimed fraud were directed at Plaintiff." Again untrue. The big

lie was directed at Pederson and was used to manipulate Pederson. (3) Defendants

say that Pederson's withdrawal was "voluntary." Again untrue. Upon realizing the

fraudulent nature of the propofol license, Pederson could have continued to work

for a fraudulent company where the officers and directors answered to Frost and

not their own shareholders. However, Pederson knew that would be unethical so

he withdrew.

Defendants only reach a conclusion that personal jurisdiction does not exist

by distorting and ignoring the facts as alleged in the complaint. The facts alleged

in the complaint support a finding that personal jurisdiction exists for all

Defendants.

Defendants argue that " Once jurisdiction has been challenged, it is the

Plaintiff who bears the burden of proving facts demonstrating that jurisdiction

exists. Block Indus. v. DHJ Indus., Inc., 495 F.2d 256, 259 (8th Cir. 1974)."

Pederson does not believe that is the standard in this case, but Pederson included a

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declaration attesting to the facts with his first Opposition to Defendants Motion to

Dismiss against the original Complaint.

Due process.

The Constitutional Due Process standard requires that a non-resident

Defendant have such “minimum contacts” with the forum state that the exercise of

personal jurisdiction does not “offend traditional notions of fair play and

substantial justice.” Int’l Shoe Co. v. Washington, 326 U.S. 310, 316 (1945). The

test is whether a Defendant’s acts were “substantial enough to give clear notice that

it would be subject to the forum state.” Wessels, 65 F.3d at 1432.

Let's start this analysis with an analogy. Let's suppose that there is an

organization operating out of Florida with the purpose of committing systematic

frauds on a nationwide basis. The organization has a principal and a number of

agents. They use telephone and email to contact their targets in other states. They

defraud a person in Minnesota. Are the principal and agents subject to Minnesota

law and the jurisdiction of Minnesota courts? If the fraud involves the sale of

swampland or securities, the answer is obviously yes. The present case is

essentially the same situation, except that the frauds of FrostZone are far more

elaborate and complicated.

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The Eighth Circuit has established five factors that must be considered in

determining whether sufficient contacts exist for personal jurisdiction: (1) the

nature and quality of Defendant’s contacts with the forum state; (2) the quantity of

contacts; (3) the source and connection of the cause of action with those specific

contacts; (4) the interest of the forum state; and (5) the convenience of the parties.

Wessels, 65 F.3d at 1432.

(1) The nature and quality of Defendant’s contacts with the forum state.

Keller's and BioZone's contacts with Minnesota go back to 2007, when Pederson

began work for BioZone as a solo patent attorney. During the big lie period, Keller

was in regular, frequent, systematic and continuous communication with Pederson

regarding BioZone's patent and other legal issues while acting as an agent for

BioZone, Frost and Opko. Also during the entire big lie period, Keller regularly

and often used the big lie to manipulate Pederson.

(2) The quantity of contacts. During the big lie period, Keller had many

hundreds of telephone and email contacts with Pederson.

(3) The source and connection of the cause of action with those specific

contacts. The causes of action are fraud and tortious interference. After a decade

of trusted communication with Pederson, Keller joined with the Frost gang to

defraud Pederson. Amid normal business, Keller used the big lie to manipulate

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Pederson to help Frost loot BioZone's corporate assets. This in turn led to the end

of Pederson's relationship with BioZone.

(4) The interest of the forum state. Minnesota has an interest in providing a

forum for its residents that are harmed by out-of-state persons and entities that

conduct frauds in Minnesota remotely through telephone and email.

Further, Defendants seem to contend that Plaintiff should have to chase each

of them individually in their states of residence. This is ridiculous. Defendants

worked together to cause damage to Plaintiff in Minnesota. Minnesota has an

interest in providing a forum for its residents that are harmed by conspiracies of

out-of-state persons and entities from multiple jurisdictions.

(5) The convenience of the parties. Defendants and their attorneys come

from many jurisdictions: California, Delaware, Georgia, Florida, New York and

Minnesota. There is no special inconvenience to Defendants because of

jurisdiction in Minnesota.

The Defendants committed torts in Minnesota. Holding them accountable in

Minnesota court does not “offend traditional notions of fair play and substantial

justice.”

Again the Defendants have misstated and/or distorted some of the facts. (1)

Defendants have said, "As set forth in the accompanying declarations, no

Defendant had continuous and systematic contacts with the State of Minnesota."

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This is clearly false. (2) Defendants have said, "In short, Plaintiff’s principle

jurisdictional allegations are that he is a resident of Minnesota and that he

performed legal services for BioZone in Minnesota. Again this is false. Repeating

the same misstatement several times in the memo does not make it true. (3)

Defendants have said, "Thus, even if the Court considered the quantity of

Defendants’ contacts - which approximates zero - this factor would weigh heavily

in favor of the Court lacking personal jurisdiction." False. (4) Defendants have

said, "the Complaint is devoid of any allegations that any Defendant directed any

of the conduct that is the subject of this Complaint toward Minnesota." False. (5)

Defendants have said, "Put simply, no Defendant has purposely availed himself or

itself of the privilege of conducting business in Minnesota, such that any

Defendant should reasonably expect to be haled into court in that jurisdiction."

False. (6) Defendants have said, "The present dispute has no connection

whatsoever to Minnesota other than the fact that Plaintiff is a resident of the state.

He was not even providing services under Minnesota law." False. (7) Defendants

have said, "none of the “facts” in the Complaint point to any allegedly wrongful

conduct in Minnesota." False. (8) Defendants have said, "Absent a compelling

showing by Plaintiff to the contrary, it is logical to assume that all of the witnesses,

documents, and other information relevant to the case are located outside of

Minnesota." Defendants have seen my Rule 26 disclosures under the MRCP, and

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they know that their statement is false. (9) Defendants have said, "having

Minnesota as the forum would be a substantial inconvenience for Defendants."

False. (10) Defendants have said, "there is no reason why Defendants should be

inconvenienced or suffer any hardship in having to Defend this lawsuit in

Minnesota." False. The reason Defendants must defend this lawsuit in Minnesota

is because they have committed torts in Minnesota.

Calder test.

Under the Calder effects test, a Defendant’s tortious acts can serve as a

source of personal jurisdiction if the Plaintiff makes a prima facie showing that the

Defendant’s acts (1) were intentional, (2) were uniquely or expressly aimed at the

forum state, and (3) caused harm, the brunt of which was suffered and which

Defendant knew was likely to be suffered in the forum state. Johnson v. Arden, 614

F.3d 785, 796 (8th Cir. 2010). Under the Calder effects test, all Defendants are

subject to jurisdiction in Minnesota.

Standing.

Establishing standing requires three elements: First, the Plaintiff must have

suffered an “Injury-in-fact” - an invasion of a legally protected interest which is:

(a) concrete and particularized; and (b) actual or imminent, not conjectured or

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hypothetical. Second, there must be a causal connection between the injury and

the conduct complained of. Third, it must be “likely,” as opposed to merely

“speculative,” that the injury will be “redressed by a favorable decision.” Lujan v.

Defenders of Wildlife, 504 U.S. 555 (1992). Custody of D.T.R. v. Reiter, 796

N.W.2d 509, 512-513 (Minn. 2011).

All three elements of the standing test are met. First, Plaintiff suffered an

injury-in-fact. Plaintiff has suffered economic harm, including out-of-pocket

losses. Second, the Defendants caused this economic harm to Plaintiff. Third, a

favorable decision on Plaintiff's case will redress the economic harm to Plaintiff.

One particular part of Defendants' argument deserves special comment.

Defendants have said, "Complaint establishes that Plaintiff - ostensibly upset that

promises of earning large future fees for legal work did not come to fruition - took

it upon himself to “monitor” BioZone and related entities and persons." It is true

that Plaintiff expects to be compensated for the damages caused to him by

Defendants, but Pederson has other reasons to be upset about FrostZone besides

the loss of expected earnings. Such reasons include:

 Defendants used the big lie to manipulate Pederson for about 13 months.

Such manipulation hurt Pederson and others.

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 Defendants destroyed development on drug delivery technologies that

Pederson had been working on for over 12 years.

 By joining with the Frost gang, Keller hurt long-time friends and associates

including Pederson, Wu, Fisher and Dan Lasic's widow Alenka. Keller

received three million shares of stock for his efforts.

 As a scientist, Pederson thinks that the idea of destroying a drug delivery

technology development program for the purpose of a pump and dump fraud

is pathologically wrong.

Florida law.

Frost's big lie was a misrepresentation directed at Minnesota. Frost and the

other Defendants committed torts in Minnesota. The Defendants are all subject to

Minnesota law and the jurisdiction of this court. Florida law does not apply.

Final comments and request

With both the law and the facts against them, Defendants have taken the

route of distorting both in their arguments. Most of Defendants' arguments are such

utter nonsense that they do not deserve specific rebuttal.

One exception is Defendants' mention of Twombly and Iqbal. Without

coming right out and saying it, Defendants seem to be implying that Plaintiff's

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claims are not plausible. Ii is understandable that a normal person's reasoning

might be, "Frost is a billionaire. If I was a billionaire, I certainly wouldn't lie and

cheat and steal. Therefore, Pederson's claims are implausible." However, with

increasing revelations of the Frost gang's frauds by the media, Federal law

enforcement, and other civil litigation, it is completely clear that any doubt about

the plausibility of Plaintiff's case is unfounded. Plaintiff's claims are not only

plausible, Plaintiff's claims are well-grounded in both law and in facts.

Plaintiff respectfully requests that the Defendants' Motion to Dismiss be

denied.

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UNITED STATES DISTRICT COURT

DISCTRICT OF MINNESOTA

Lee Michael Pederson, Court File No. 17-cv-5580 (WMW/BRT)

Plaintiff,
PLAINTIFF'S CERTIFICATE
v. OF WORD COUNT
COMPLIANCE FOR
Phillip Frost, OPKO Health, Inc., Brian PLAINTIFF'S OPPOSIOTION
Keller, CoCrystal Pharma, Inc., and J. TO DEFENDANTS' MOTION
Does 1–50, TO DISMISS PLAINTIFF'S
Defendants. AMENDED COMPLAINT

I certify that this Opposition to Defendants' Motion to Dismiss Plaintiff's Amended

Complaint conforms to the requirements of Local Rule 7.1(f) for a memorandum

produced with a proportional font. The length of this Opposition is 5,180 words.

This Opposition was prepared using Microsoft Word 2010 and the word processing

program has been applied specifically to include all text, including headings,

footnotes, and quotations for word count purposes. I further certify that this

Memorandum complies with the type-size limit of Local Rule 7.1(h).

Date: March 31, 2018 Plaintiff’s Signature s/ Lee Pederson

Lee Michael Pederson

Pro se
MN Atty. No. 225605
2126 Lyndale Ave S #6
Minneapolis, MN 55405
952-836-7949
LeeMPete@aol.com