United States Court of Appeals

For the First Circuit

No. 23-1822

ANALOG TECHNOLOGIES, INC.; DR. GANG LIU,

Plaintiffs, Appellants,

v.

ANALOG DEVICES, INC.,

Defendant, Appellee.

APPEAL FROM THE UNITED STATES DISTRICT COURT

FOR THE DISTRICT OF MASSACHUSETTS

[Hon. George A. O'Toole, Jr., U.S. District Judge] 

Before

Montecalvo, Lynch, and Rikelman,

Circuit Judges.

Howard B. D'Amico, with whom Howard B. D'Amico, P.C. was on 

brief, for appellants.

Alexander Paul Ott, with whom McDermott Will & Emery LLP and 

Annabel Rodriguez were on brief, for appellee.

June 18, 2024
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LYNCH, CIRCUIT JUDGE. Appellants Analog Technologies, 

Inc. ("ATI") and its CEO Dr. Gang Liu brought this federal action 

alleging that appellee Analog Devices, Inc. ("ADI") is liable for 

trade secret misappropriation under federal and Massachusetts law

because appellants took "reasonable measures" to maintain the 

secrecy of development materials ATI had shared with ADI, and ADI

violated its obligation to limit its use of those materials. 18 

U.S.C. § 1839(3)(A), (5)(B); Mass. Gen. Laws ch. 93, § 42(2)(ii), 

(4)(ii). 

The district court granted ADI's motion to dismiss the 

claim, holding that, under the clear terms of a written agreement 

among the parties, any restrictions on ADI's use of the materials

had expired. See Analog Techs., Inc. v. Analog Devices, Inc., No. 

21-cv-11334, 2023 WL 5833122, at *1, *4 (D. Mass. Sept. 8, 2023). 

We affirm. 

I.

"When reviewing a motion to dismiss, we recount the 

underlying facts as alleged in the complaint," Shash v. Biogen, 

Inc., 84 F.4th 1, 6 (1st Cir. 2023), but "disregard any conclusory 

allegations," Ponsa-Rabell v. Santander Sec. LLC, 35 F.4th 26, 30

n.2 (1st Cir. 2022).

On November 18, 2000, ATI and ADI entered into a "License 

and Development Agreement" ("2000 agreement"). Under this 

agreement, ATI agreed to share technological developments related 
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to thermo-electric cooler controllers ("TEC controllers") with ADI 

so that ADI could manufacture and sell products using that 

technology. ATI agreed not to license use of these developments 

to other parties. The agreement required ADI to pay ATI $240,000, 

as well as royalty payments based on the total sales amount of 

products sold.

The 2000 agreement, in a section titled "Intellectual 

Property," included a provision stating:

The parties agree that any information, 

technical data or know-how which is furnished 

to the other in written or tangible form by 

either party in connection with this Agreement 

and which is clearly marked as "Proprietary 

Information" or "Confidential" will be 

maintained by the receiving party in 

confidence. The obligations of 

confidentiality and/or non-disclosure set 

forth in this Section shall survive the 

expiration or termination of this Agreement 

for a period of five (5) years from the date 

of expiry or termination. Confidential 

information will not be used by the receiving 

party except to fulfill the receiving party's 

rights and obligations under this Agreement.

(Emphasis added.) The 2000 agreement also included a sunset clause

stating that "[t]he term of this Agreement, unless sooner 

terminated, shall be for a period of five (5) years from the 

Product silicon release date," which the agreement specified to be 

on December 20, 2001.

Starting in late 2000, and continuing through 2004, ATI 

provided ADI with development materials, which included ATI's 
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proprietary and trade secret information related to integrated 

circuit designs for TEC controllers. These materials were marked 

as confidential by ATI, and were incorporated into ADI's products. 

Appellants have not shared these development materials with any 

other parties and ATI has relied upon non-disclosure and employment 

agreements in order to protect this information from disclosure to 

other parties.

ATI alleges that sometime in 2013, ADI ceased paying 

royalties to ATI despite continuing to use ATI's development 

materials in the sale of its products.

The parties subsequently negotiated a new agreement. In 

2015, ATI and Liu entered into a "Release and License Agreement" 

with ADI ("2015 agreement"). The agreement stated that it would 

"supersede[] and replace[] the License and Development Agreement 

dated November 18, 2000[,] between ATI and ADI." In a section 

titled "Release," the agreement provided:

Gang Liu and ATI each hereby releases 

ADI . . . from any and all claims, causes of 

action, demands, damages, and 

expenses . . . of any kind or nature that 

either ever had or now has, known or unknown, 

against [ADI], including without limitation 

all claims arising out of or relating to the 

[2000 agreement] and/or the parties' business 

transactions. 

In consideration of this Agreement and the 

release herein, ADI shall pay ATI $18,212.76 

. . . . For the avoidance of doubt, this 

release shall survive any termination of the 
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Agreement no matter the reason or 

circumstances of such termination.

In a section titled "Exclusive License," the 2015 

agreement stated:

Gang Liu and ATI each grant to ADI an exclusive 

worldwide license to make, have made, 

reproduce, modify, enhance, prepare 

derivative works of, use, market, sell, have 

sold, and otherwise distribute any and all 

hardware, software, designs, documentation, 

know-how, or other materials provided by Gang 

Liu and/or ATI to ADI . . . , any products 

incorporating [such development materials], 

and any patent, copyright, mask work, trade 

secret, know how, or other proprietary rights

associated with or relating to such 

[development materials or products] 

including, but not limited to US Patent No. 

6,486,643. Gang Liu and ATI agree that they 

will not license or disclose the Development 

Materials or Intellectual Property to anyone 

besides ADI, nor will Gang Liu or ATI use the 

Development Materials or Intellectual 

Property to compete with ADI.

The 2015 agreement required ADI to pay ATI a royalty on the sales 

revenue of products sold. The agreement was "governed and 

construed in accordance with the Laws of the Commonwealth of 

Massachusetts."

In May 2021, counsel for ADI notified Liu that ADI was 

electing to terminate the 2015 agreement. Appellants, through 

counsel, stated then that such termination would be invalid because 

ADI had not alleged a breach of the agreement. ADI's counsel

responded that the termination was valid under a provision of the 

2015 agreement allowing ADI to terminate the agreement for any 
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reason; ADI stated that it had "terminated this agreement for at 

least the reason that the patents underlying this agreement have 

expired." In July 2021, appellants reiterated their position that 

ADI's termination of the agreement was invalid, a position they 

have abandoned in this appeal.

II.

On August 17, 2021, appellants brought this action 

against ADI in the U.S. District Court for the District of 

Massachusetts. The amended complaint asserts nine counts alleging 

that the termination of the 2015 agreement was invalid; that ADI 

breached the 2015 agreement; that ADI fraudulently induced 

appellants into entering the 2015 agreement; and that in the 

alternative, if the 2015 agreement was properly terminated, then 

ADI misappropriated appellants' trade secrets following said 

termination. Appellants argue in particular that, if the 2015 

agreement was terminated, then ADI is no longer authorized to use 

appellants' development materials that were shared between 2000 

and 2004. Appellants allege that ADI's continued use of these 

materials for sale and marketing of its products is in violation 

of the Defend Trade Secrets Act ("DTSA"), 18 U.S.C. § 1836(b),

(Count VI) and the Massachusetts Uniform Trade Secrets Act 

("MUTSA"), Mass. Gen. Laws ch. 93, §§ 42, 42A-42G (Count VIII).

Appellants request monetary and injunctive relief.

On February 22, 2023, ADI filed a motion for judgment on 
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the pleadings as to the counts asserting the termination and 

alleged breach of the 2015 agreement, and a motion to dismiss as 

to the remaining counts. On September 8, 2023, the court granted 

ADI's motions. See Analog Techs., 2023 WL 5833122, at *1. As to 

appellants' trade misappropriation claims, the court found that 

"there were no trade secrets under the 2000 License Agreement still 

in existence to have been misappropriated in 2021." Id. at *4.

Appellants timely appeal the court's order as to the 

trade secret misappropriation counts, Counts VI and VIII, allowing

the motion to dismiss. Appellants do not appeal the remainder of 

the court's order, and they have conceded the court's findings

that the 2015 agreement was properly terminated and that appellants 

were not fraudulently induced to enter into the 2015 agreement.

III.

A.

"We review the district court's grant of the . . . motion 

to dismiss de novo and may affirm on any ground supported by the 

record." Cowels v. FBI, 936 F.3d 62, 66 (1st Cir. 2019). To 

survive a motion to dismiss, "[t]he complaint 'must contain 

sufficient factual matter, accepted as true, to state a claim to 

relief that is plausible on its face.'" Douglas v. Hirshon, 63 

F.4th 49, 55 (1st Cir. 2023) (internal quotation omitted) (quoting 

Ashcroft v. Iqbal, 556 U.S. 662, 678 (2009)). "A claim has facial 

plausibility when the plaintiff pleads factual content that allows 
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the court to draw the reasonable inference that the defendant is 

liable for the misconduct alleged." Id. (quoting Iqbal, 556 U.S. 

at 678).

"The DTSA . . . provide[s] protections for individuals 

and entities claiming misappropriation of their trade secrets." 

Allstate Ins. Co. v. Fougere, 79 F.4th 172, 187 (1st Cir. 2023). 

Under the DTSA, a trade secret is any "form[] and type[] of 

financial, business, scientific, technical, economic, or 

engineering information" where the owner of the information has

"taken reasonable measures to keep such information secret."1 18 

U.S.C. § 1839(3)(A). A trade secret has been misappropriated if, 

among other possibilities, it was disclosed or used 

without express or implied consent by a person 

who . . . at the time of disclosure or use, 

knew or had reason to know that the knowledge 

of the trade secret was . . . acquired under 

circumstances giving rise to a duty to 

maintain the secrecy of the trade secret or 

limit the use of the trade secret.

Id. § 1839(5)(B). 

Massachusetts law defines trade secret misappropriation

similarly. Under MUTSA, information constitutes a trade secret 

only if "at the time of the alleged misappropriation [it] was the 

1 A trade secret under the DTSA must also "derive[] 

independent economic value . . . from not being generally known 

to, and not being readily ascertainable through proper means by, 

another person who can obtain economic value from the disclosure 

or use of the information." 18 U.S.C. § 1839(3)(B).
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subject of efforts that were reasonable under the 

circumstances . . . to protect against it being acquired, 

disclosed or used without the consent of the person properly 

asserting rights therein . . . ."2 Mass. Gen. Laws ch. 93, § 

42(4)(ii). MUTSA defines misappropriation, among other 

possibilities, as 

an act of disclosure or of use of a trade 

secret of another without that person's 

express or implied consent by a person 

who . . . at the time of the actor's 

disclosure or use, knew or had reason to know 

that the actor's knowledge of the trade secret 

was . . . acquired under circumstances giving 

rise to a duty to limit its acquisition, 

disclosure, or use.

Id. § 42(2)(ii). 

The district court held that "Massachusetts trade secret 

law is nearly equivalent to the DTSA," Analog Techs., Inc., 2023 

WL 5833122, at *4 (quoting Allscripts Healthcare LLC v. DR/Decision 

Res., LLC, 386 F. Supp. 3d 89, 94 (D. Mass. 2019)), and did not 

distinguish its MUTSA and DTSA analyses. "Because neither party 

challenges this framing," nor do the parties make separate 

arguments under the federal and state statutes, we "will draw no 

2 MUTSA also requires that, for information to 

constitute a trade secret, it must have, "at the time of the 

alleged misappropriation, provided economic advantage, actual or 

potential, from not being generally known to, and not being readily 

ascertainable by proper means by, others who might obtain economic 

advantage from its acquisition, disclosure or use." Mass. Gen. 

Laws ch. 93, § 42(4)(i).
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distinction between the district court's misappropriation findings 

under the DTSA and [MUTSA], affirming or reversing them in tandem." 

Allstate Ins. Co., 79 F.4th at 187-88.

B.

We conclude that, on the facts alleged in the amended 

complaint, ADI has not misappropriated ATI's development 

materials. Appellants shared these materials with ADI in 

accordance with the 2000 agreement, under which the

confidentiality obligations expired in 2011. Even if, as 

appellants argue, the 2000 agreement additionally imposed 

non-expiring restrictions on ADI's use of the development 

materials, the 2015 agreement released ADI from any remaining use 

restrictions. Furthermore, the 2015 agreement did not impose any 

additional use restrictions that survived termination of that

agreement. Hence, following termination of the 2015 agreement, 

ADI's continuing use of the development materials has not breached

any duty to limit said use. See Allstate Ins. Co., 79 F.4th at 

192-93, 195 (holding that defendant misappropriated trade secrets

under federal and Massachusetts law because defendant's use of the 

information was in violation of a confidentiality agreement);

Syntel Sterling Best Shores Mauritius Ltd. v. TriZetto Grp., Inc., 

68 F.4th 792, 805-06 (2d Cir. 2023) (holding that defendant 

misappropriated plaintiff's trade secrets in violation of DTSA 

because defendant's use of the information was not authorized under
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the terms of an agreement between the parties); Fail-Safe, LLC v. 

A.O. Smith Corp., 674 F.3d 889, 892-93 (7th Cir. 2012) (holding 

that there was not trade secret misappropriation under Wisconsin 

law where the information was shared without a "contractual 

agreement for confidentiality"); MPAY Inc. v. Erie Custom Comput. 

Applications, Inc., 970 F.3d 1010, 1017-18 (8th Cir. 2020) (holding 

that, under DTSA, defendant was not liable for trade secret 

misappropriation because defendant's disclosure of the information 

did not "breach[ a] duty to maintain the secrecy of the 

[information]," and further holding that such a duty did not exist 

at the time of the alleged misappropriation in part because a 

settlement agreement between the parties negated confidentiality 

obligations); Tex. Advanced Optoelectronic Sols., Inc. v. Renesas

Elecs. Am., Inc., 895 F.3d 1304, 1314 (Fed. Cir. 2018) (holding 

that, because the use of trade secrets "was contractually 

permitted," it was "not a proper basis of liability for trade 

secret misappropriation"); cf. InteliClear, LLC v. ETC Global 

Holdings, Inc., 978 F.3d 653, 660-61 (9th Cir. 2020) (holding that 

a company took reasonable measures to maintain its information's 

secrecy under DTSA in part because it only shared information with 

a party who was required to keep the information "confidential 

'during and after' the terms of the agreement").

We disagree with appellants' contention that the 

obligations imposed on ADI by the 2000 agreement were revived by 
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the 2015 agreement, thereby continuing to restrict ADI's ability 

to use or disclose the development materials. The 2015 agreement 

expressly "supersede[d] and replace[d]" the 2000 agreement, and 

"release[d] ADI . . . from any and all claims, causes of action, 

demands, damages, and expenses . . . of any kind or 

nature . . . arising out of or relating to the [2000 agreement]."

Appellants' argument that the 2015 agreement "required 

both parties to take 'reasonable steps to preserve the secrecy' of 

the trade secrets" is undercut by the plain language of the 

agreement, which merely required that "Gang Liu and ATI . . . not 

license or disclose the Development Materials or Intellectual 

Property to anyone besides ADI." There is no language in the 2015 

agreement that ADI was under any obligation following termination 

of the agreement to maintain the secrecy of, or was to limit its 

use of, the development materials it obtained from ATI during the 

2000 to 2004 period. See Minturn v. Monrad, 64 F.4th 9, 14 (1st 

Cir. 2023) (holding that under Massachusetts law, a "contract 

should be interpreted 'in a reasonable and practical way,' reading 

words that are 'plain and free from ambiguity' in their 'usual and 

ordinary sense'" (quoting Gen. Hosp. Corp. v. Esoterix Genetic 

Lab'ys, LLC, 16 F.4th 304, 308 (1st Cir 2021))); see also

Ruckelshaus v. Monsanto Co., 467 U.S. 986, 1002 (1984) ("If an 

individual discloses his trade secret to others who are under no 

obligation to protect the confidentiality of the 
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information, . . . his property right [in that trade secret] is 

extinguished."); Connors v. Howard Johnson Co., 571 N.E.2d 427, 

429-30 (Mass. App. Ct. 1991) (holding that there was no evidence 

to support a trade misappropriation claim because, while the 

information "may have been a trade secret from the rest of the 

world," the plaintiff did not act to restrict the defendant's use 

of the information). 

Appellants stretch even further and more implausibly in 

their argument that ADI has misappropriated the development 

materials because, even if ADI did not have any duty to limit its 

use of the materials at the time of the alleged misappropriation,

such a duty did exist when the materials were acquired under the 

2000 agreement. Appellants maintain that the statutory language

in the DTSA and MUTSA does not require that "a duty to . . . limit 

the use of the trade secret" exist at the time of misappropriation. 

See 18 U.S.C. § 1839(5)(B)(ii)(II); Mass. Gen. Laws ch. 93, 

§ 42(2)(ii)(B)(II). 

Appellants' argument misses the mark. To start, this 

argument ignores other statutory text. The text of the DTSA and 

MUTSA states that use of a trade secret constitutes 

misappropriation only if said use occurred "without express or 

implied consent." 18 U.S.C. § 1839(5)(B); Mass. Gen. Laws ch. 93, 

§ 42(2)(ii). We conclude that appellants consented to ADI's use 

of the development materials when they relinquished, under the 
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2015 agreement, any restrictions on such use. See Olaplex, Inc.

v. L'Oréal USA, Inc., 855 Fed. Appx. 701, 709 (Fed. Cir. 2021) 

(holding that defendant did not misappropriate trade secrets 

because, under the terms of an agreement between the parties, the 

plaintiff "consented to that use").

If appellants' interpretation of the statutory language 

were to prevail, it would lead to the absurd result that a party

who received a trade secret by proper means, and who did not breach 

any duty in using that trade secret during the time it had such a 

duty, could nonetheless be held liable later for trade secret 

misappropriation after any such duty had expired. See Aroostook 

Band of Micmacs v. Ryan, 484 F.3d 41, 61 (1st Cir. 2007) 

("[I]nterpretations of a statute which would produce absurd 

results are to be avoided if alternative interpretations 

consistent with legislative purpose are available." (alteration in 

original) (quoting Griffin v. Oceanic Contractors, 458 U.S. 564, 

575 (1982))). Moreover, appellants' interpretation has been 

rejected in caselaw.3 See, e.g., MPAY Inc., 970 F.3d at 1017-18. 

IV.

We affirm the district court's decision granting ADI's 

motion to dismiss.

3 Because we conclude that ADI did not misappropriate 

the development materials, we do not address appellants' arguments 

that the district court erred in concluding that the development 

materials did not constitute trade secrets.