Preview
FILED: NEW YORK COUNTY CLERK 01/06/2022 10:10 PM INDEX NO. 652343/2018
NYSCEF DOC. NO. 352 RECEIVED NYSCEF: 01/06/2022
EXHIBIT 7
Excerpts of the Transcript of the January 13, 2020
Deposition of Daniel Mark Siegel, M.D.
Index No. 652343/2018
FILED: NEW YORK COUNTY CLERK 01/06/2022 10:10 PM INDEX NO. 652343/2018
NYSCEF DOC. NO. 352 RECEIVED NYSCEF: 01/06/2022
Page 1
1
2 SUPREME COURT OF THE STATE OF NEW YORK
COUNTY OF NEW YORK
3
CRESCO LABS NEW YORK, LLC, :
4 a New York limited :
liability company, and : Index No.
5 CRESCO LABS LLC, an : 652343/2018
Illinois limited liability :
6 company, :
Plaintiffs, :
7 :
v. :
8 :
FIORELLO PHARMACEUTICALS, :
9 INC., ERIC SIROTA, an :
individual, SUSAN YOSS, an :
10 individual, and JOHN DOES :
1–10, :
11 Defendants. :
-------------------------- :
12
13 VIDEO DEPOSITION OF DANIEL MARK SIEGEL, M.D.
14 NEW YORK, NEW YORK
15 JANUARY 13, 2020
16
17
18
19
20
21
22
23
24 REPORTED BY:
25 SILVIA P. WAGE, CCR, CRR, RPR
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FILED: NEW YORK COUNTY CLERK 01/06/2022 10:10 PM INDEX NO. 652343/2018
NYSCEF DOC. NO. 352 RECEIVED NYSCEF: 01/06/2022
Page 68
1 CONFIDENTIAL - DANIEL SIEGEL, M.D.
2 MR. LEFTON: Objection.
3 A. I was kept in the loop when there
4 were offers on the table.
5 Q. Who kept you "in the loop"?
6 A. Eric Sirota and Susan Yoss.
7 Q. Okay. And how do you know that they
8 kept you "in the loop"?
9 A. Whenever something they felt was
10 important, they would text me or e-mail me to set
11 up a call.
12 Q. Did -- was it your understanding that
13 they informed you about offers soon after they
14 occurred?
15 A. As far as I know.
16 Q. Did you ever learn about any offers
17 that were made to Fiorello but that Mr. Sirota or
18 Ms. Yoss did not tell you about?
19 A. No, I don't recall.
20 Q. Did you talk with Mr. Sirota or Ms.
21 Yoss about, you know, how -- about keeping you
22 "in the loop" on offers?
23 A. I don't recall.
24 Q. Did they also keep you "in the loop"
25 about any discussions Fiorello was having for a
Veritext Legal Solutions
212-279-9424 www.veritext.com 212-490-3430
FILED: NEW YORK COUNTY CLERK 01/06/2022 10:10 PM INDEX NO. 652343/2018
NYSCEF DOC. NO. 352 RECEIVED NYSCEF: 01/06/2022
Page 179
1 CONFIDENTIAL - DANIEL SIEGEL, M.D.
2 A. You would have to look at my
3 calendar, which was also captured for you.
4 Q. Okay. I'll show you your calendar,
5 which is D027671, Siegel Exhibit 18.
6 (Deposition Exhibit Siegel 18, Daniel
7 Siegel calendar D027671 to D027696 marked
8 Confidential, was marked for identification.)
9 MR. LEFTON: 27671 through 696?
10 MR. HIPP: 27696, correct.
11 Q. Does this document refresh your
12 recollection about the board meeting on
13 March 20th?
14 A. No, it does not. All it does is tell
15 me this was probably one of the impromptu
16 meetings where I would get a text from Eric or
17 Susan and we would wrangle a time. I don't know
18 what day of the week that was, but I suspect that
19 was Tuesday or Thursday based on my schedule.
20 MR. LEFTON: What day is it?
21 THE WITNESS: I don't know. Yes,
22 well --
23 MR. LEFTON: It was, according to
24 your calendar, the February 9th date --
25 THE WITNESS: Tuesday.
Veritext Legal Solutions
212-279-9424 www.veritext.com 212-490-3430
FILED: NEW YORK COUNTY CLERK 01/06/2022 10:10 PM INDEX NO. 652343/2018
NYSCEF DOC. NO. 352 RECEIVED NYSCEF: 01/06/2022
Page 180
1 CONFIDENTIAL - DANIEL SIEGEL, M.D.
2 MR. LEFTON: -- shows the March
3 calendar and it shows March 20th was, in fact,
4 being a Tuesday.
5 A. Which is a Tuesday.
6 Q. What's the connection to being a
7 Tuesday?
8 A. Tuesday I'm at the VA where I hit the
9 ground running a little after eight. And the day
10 ends sometime between 4 and 4:30, usually, but
11 could run later. So, if it wasn't anything
12 urgent where I would have to lock myself in a
13 room, I would just say, you know, look at the
14 calendar, nothing that night and I'd say, you
15 know, can we talk at six.
16 Q. Okay. So you're generally
17 unavailable on Tuesdays from 8 to 4:30?
18 A. Well, yes. I mean, I'm supposed to
19 be working for the Federal government that time
20 period.
21 Q. Okay. So, typically, if you would
22 ask for a board meeting after that time on a
23 Tuesday?
24 A. Unless something was urgent on that
25 day of the week, I would just ask if we can do it
Veritext Legal Solutions
212-279-9424 www.veritext.com 212-490-3430
FILED: NEW YORK COUNTY CLERK 01/06/2022 10:10 PM INDEX NO. 652343/2018
NYSCEF DOC. NO. 352 RECEIVED NYSCEF: 01/06/2022
Page 181
1 CONFIDENTIAL - DANIEL SIEGEL, M.D.
2 in the evening.
3 Q. Okay. And you know that -- how do
4 you know that March 20th meeting was likely
5 impromptu?
6 A. Because there was no calendar invite.
7 Q. What is this document that we've
8 marked as Siegel Exhibit 18?
9 A. I exported my entire calendar from
10 certain date to certain dates and gave it to
11 Counsel as requested.
12 Q. Okay. Does this include all of the
13 entries on your calendar?
14 A. I have to look at it.
15 Q. From the time period of, at least,
16 November 11th, 2017 through June 25th, 2018?
17 A. Well, I am not certain, but it sure
18 looks like it, because it shows flights, it shows
19 meetings, it shows lots of other things, dinners.
20 Q. If you'll look on Friday,
21 February 9th.
22 A. (The witness complies.)
23 Q. There's February 9th entries and then
24 the next entry is on April 8th, 2018.
25 Is it unusual that -- does that mean
Veritext Legal Solutions
212-279-9424 www.veritext.com 212-490-3430
FILED: NEW YORK COUNTY CLERK 01/06/2022 10:10 PM INDEX NO. 652343/2018
NYSCEF DOC. NO. 352 RECEIVED NYSCEF: 01/06/2022
Page 253
1 CONFIDENTIAL - DANIEL SIEGEL, M.D.
2 referring to?
3 A. A third party who was known in the
4 industry who did appraisals. I -- again, I don't
5 remember the name of the entity that did that.
6 Q. Was that "appraisal" shared or
7 disclosed to shareholders?
8 A. I don't know.
9 Q. But you remember discussing that it
10 should be or the disclosure of that "appraisal"
11 to shareholders?
12 MR. LEFTON: Objection.
13 A. I don't recall.
14 Q. Okay.
15 MR. LEFTON: Can I borrow Melissa
16 while I take depositions?
17 MR. HIPP: That will be my role
18 tomorrow.
19 Q. Do you remember any discussions with
20 Mr. Sirota or Ms. Yoss about whether negotiations
21 with GTI should take place on an exclusive basis?
22 A. I remember discussions about
23 non-exclusivity.
24 Q. What do you remember?
25 A. The context being that we couldn't
Veritext Legal Solutions
212-279-9424 www.veritext.com 212-490-3430
FILED: NEW YORK COUNTY CLERK 01/06/2022 10:10 PM INDEX NO. 652343/2018
NYSCEF DOC. NO. 352 RECEIVED NYSCEF: 01/06/2022
Page 254
1 CONFIDENTIAL - DANIEL SIEGEL, M.D.
2 tie ourselves up because, you know, we were
3 burning cash and we didn't want to delay moving
4 forward to becoming operational, which would risk
5 our license.
6 Q. How would you describe the risk to
7 Fiorello's license during this time period?
8 A. The license is sort of at the
9 discretion of the Governor is my understanding,
10 ultimately. And if we upset the Governor, we
11 could lose the license.
12 Q. Did you think that Fiorello might
13 "lose the license" around this time frame?
14 A. I had some anxiety about that.
15 Q. Based on any discussions with
16 Department of Health?
17 A. Just the general discussions with
18 Eric and Susan and their discussions with the
19 Department of Health.
20 Q. What did they say about "their
21 discussions with Department of Health"?
22 A. Just that they were looking forward
23 to us becoming operational. But, again, I don't
24 recall the timeline and at which point we were
25 told we had to be operational.
Veritext Legal Solutions
212-279-9424 www.veritext.com 212-490-3430
FILED: NEW YORK COUNTY CLERK 01/06/2022 10:10 PM INDEX NO. 652343/2018
NYSCEF DOC. NO. 352 RECEIVED NYSCEF: 01/06/2022
Page 256
1 CONFIDENTIAL - DANIEL SIEGEL, M.D.
2 exclusivity with Cresco.
3 Q. Did your experience with the Cresco
4 exclusivity provision inform your discussion
5 about how to proceed with GTI in terms of
6 exclusivity?
7 A. I would say to some extent it did.
8 Q. How so?
9 A. Basically, it wasted a month.
10 Q. What do you mean by that?
11 A. Well, if GTI -- if Cresco had my
12 vision -- if, you know, Eric and Susan and
13 Charlie and whoever was needed on both sides got
14 together and just locked themselves in a room and
15 came up with all the paperwork and it became a
16 done deal, that would have been great. We would
17 have sold and, you know, been done.
18 Q. And did you discuss this view with
19 Eric or Susan?
20 A. What do you mean discuss --
21 Q. Your view in terms of Fiorello's
22 experience with the Cresco exclusivity and how it
23 should impact what to do with GTI and
24 exclusivity.
25 A. I don't recall any explicit
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Preview
FILED: NEW YORK COUNTY CLERK 01/06/2022 10:10 PM INDEX NO. 652343/2018 NYSCEF DOC. NO. 352 RECEIVED NYSCEF: 01/06/2022 EXHIBIT 7 Excerpts of the Transcript of the January 13, 2020 Deposition of Daniel Mark Siegel, M.D. Index No. 652343/2018 FILED: NEW YORK COUNTY CLERK 01/06/2022 10:10 PM INDEX NO. 652343/2018 NYSCEF DOC. NO. 352 RECEIVED NYSCEF: 01/06/2022 Page 1 1 2 SUPREME COURT OF THE STATE OF NEW YORK COUNTY OF NEW YORK 3 CRESCO LABS NEW YORK, LLC, : 4 a New York limited : liability company, and : Index No. 5 CRESCO LABS LLC, an : 652343/2018 Illinois limited liability : 6 company, : Plaintiffs, : 7 : v. : 8 : FIORELLO PHARMACEUTICALS, : 9 INC., ERIC SIROTA, an : individual, SUSAN YOSS, an : 10 individual, and JOHN DOES : 1–10, : 11 Defendants. : -------------------------- : 12 13 VIDEO DEPOSITION OF DANIEL MARK SIEGEL, M.D. 14 NEW YORK, NEW YORK 15 JANUARY 13, 2020 16 17 18 19 20 21 22 23 24 REPORTED BY: 25 SILVIA P. WAGE, CCR, CRR, RPR Veritext Legal Solutions 212-279-9424 www.veritext.com 212-490-3430 FILED: NEW YORK COUNTY CLERK 01/06/2022 10:10 PM INDEX NO. 652343/2018 NYSCEF DOC. NO. 352 RECEIVED NYSCEF: 01/06/2022 Page 68 1 CONFIDENTIAL - DANIEL SIEGEL, M.D. 2 MR. LEFTON: Objection. 3 A. I was kept in the loop when there 4 were offers on the table. 5 Q. Who kept you "in the loop"? 6 A. Eric Sirota and Susan Yoss. 7 Q. Okay. And how do you know that they 8 kept you "in the loop"? 9 A. Whenever something they felt was 10 important, they would text me or e-mail me to set 11 up a call. 12 Q. Did -- was it your understanding that 13 they informed you about offers soon after they 14 occurred? 15 A. As far as I know. 16 Q. Did you ever learn about any offers 17 that were made to Fiorello but that Mr. Sirota or 18 Ms. Yoss did not tell you about? 19 A. No, I don't recall. 20 Q. Did you talk with Mr. Sirota or Ms. 21 Yoss about, you know, how -- about keeping you 22 "in the loop" on offers? 23 A. I don't recall. 24 Q. Did they also keep you "in the loop" 25 about any discussions Fiorello was having for a Veritext Legal Solutions 212-279-9424 www.veritext.com 212-490-3430 FILED: NEW YORK COUNTY CLERK 01/06/2022 10:10 PM INDEX NO. 652343/2018 NYSCEF DOC. NO. 352 RECEIVED NYSCEF: 01/06/2022 Page 179 1 CONFIDENTIAL - DANIEL SIEGEL, M.D. 2 A. You would have to look at my 3 calendar, which was also captured for you. 4 Q. Okay. I'll show you your calendar, 5 which is D027671, Siegel Exhibit 18. 6 (Deposition Exhibit Siegel 18, Daniel 7 Siegel calendar D027671 to D027696 marked 8 Confidential, was marked for identification.) 9 MR. LEFTON: 27671 through 696? 10 MR. HIPP: 27696, correct. 11 Q. Does this document refresh your 12 recollection about the board meeting on 13 March 20th? 14 A. No, it does not. All it does is tell 15 me this was probably one of the impromptu 16 meetings where I would get a text from Eric or 17 Susan and we would wrangle a time. I don't know 18 what day of the week that was, but I suspect that 19 was Tuesday or Thursday based on my schedule. 20 MR. LEFTON: What day is it? 21 THE WITNESS: I don't know. Yes, 22 well -- 23 MR. LEFTON: It was, according to 24 your calendar, the February 9th date -- 25 THE WITNESS: Tuesday. Veritext Legal Solutions 212-279-9424 www.veritext.com 212-490-3430 FILED: NEW YORK COUNTY CLERK 01/06/2022 10:10 PM INDEX NO. 652343/2018 NYSCEF DOC. NO. 352 RECEIVED NYSCEF: 01/06/2022 Page 180 1 CONFIDENTIAL - DANIEL SIEGEL, M.D. 2 MR. LEFTON: -- shows the March 3 calendar and it shows March 20th was, in fact, 4 being a Tuesday. 5 A. Which is a Tuesday. 6 Q. What's the connection to being a 7 Tuesday? 8 A. Tuesday I'm at the VA where I hit the 9 ground running a little after eight. And the day 10 ends sometime between 4 and 4:30, usually, but 11 could run later. So, if it wasn't anything 12 urgent where I would have to lock myself in a 13 room, I would just say, you know, look at the 14 calendar, nothing that night and I'd say, you 15 know, can we talk at six. 16 Q. Okay. So you're generally 17 unavailable on Tuesdays from 8 to 4:30? 18 A. Well, yes. I mean, I'm supposed to 19 be working for the Federal government that time 20 period. 21 Q. Okay. So, typically, if you would 22 ask for a board meeting after that time on a 23 Tuesday? 24 A. Unless something was urgent on that 25 day of the week, I would just ask if we can do it Veritext Legal Solutions 212-279-9424 www.veritext.com 212-490-3430 FILED: NEW YORK COUNTY CLERK 01/06/2022 10:10 PM INDEX NO. 652343/2018 NYSCEF DOC. NO. 352 RECEIVED NYSCEF: 01/06/2022 Page 181 1 CONFIDENTIAL - DANIEL SIEGEL, M.D. 2 in the evening. 3 Q. Okay. And you know that -- how do 4 you know that March 20th meeting was likely 5 impromptu? 6 A. Because there was no calendar invite. 7 Q. What is this document that we've 8 marked as Siegel Exhibit 18? 9 A. I exported my entire calendar from 10 certain date to certain dates and gave it to 11 Counsel as requested. 12 Q. Okay. Does this include all of the 13 entries on your calendar? 14 A. I have to look at it. 15 Q. From the time period of, at least, 16 November 11th, 2017 through June 25th, 2018? 17 A. Well, I am not certain, but it sure 18 looks like it, because it shows flights, it shows 19 meetings, it shows lots of other things, dinners. 20 Q. If you'll look on Friday, 21 February 9th. 22 A. (The witness complies.) 23 Q. There's February 9th entries and then 24 the next entry is on April 8th, 2018. 25 Is it unusual that -- does that mean Veritext Legal Solutions 212-279-9424 www.veritext.com 212-490-3430 FILED: NEW YORK COUNTY CLERK 01/06/2022 10:10 PM INDEX NO. 652343/2018 NYSCEF DOC. NO. 352 RECEIVED NYSCEF: 01/06/2022 Page 253 1 CONFIDENTIAL - DANIEL SIEGEL, M.D. 2 referring to? 3 A. A third party who was known in the 4 industry who did appraisals. I -- again, I don't 5 remember the name of the entity that did that. 6 Q. Was that "appraisal" shared or 7 disclosed to shareholders? 8 A. I don't know. 9 Q. But you remember discussing that it 10 should be or the disclosure of that "appraisal" 11 to shareholders? 12 MR. LEFTON: Objection. 13 A. I don't recall. 14 Q. Okay. 15 MR. LEFTON: Can I borrow Melissa 16 while I take depositions? 17 MR. HIPP: That will be my role 18 tomorrow. 19 Q. Do you remember any discussions with 20 Mr. Sirota or Ms. Yoss about whether negotiations 21 with GTI should take place on an exclusive basis? 22 A. I remember discussions about 23 non-exclusivity. 24 Q. What do you remember? 25 A. The context being that we couldn't Veritext Legal Solutions 212-279-9424 www.veritext.com 212-490-3430 FILED: NEW YORK COUNTY CLERK 01/06/2022 10:10 PM INDEX NO. 652343/2018 NYSCEF DOC. NO. 352 RECEIVED NYSCEF: 01/06/2022 Page 254 1 CONFIDENTIAL - DANIEL SIEGEL, M.D. 2 tie ourselves up because, you know, we were 3 burning cash and we didn't want to delay moving 4 forward to becoming operational, which would risk 5 our license. 6 Q. How would you describe the risk to 7 Fiorello's license during this time period? 8 A. The license is sort of at the 9 discretion of the Governor is my understanding, 10 ultimately. And if we upset the Governor, we 11 could lose the license. 12 Q. Did you think that Fiorello might 13 "lose the license" around this time frame? 14 A. I had some anxiety about that. 15 Q. Based on any discussions with 16 Department of Health? 17 A. Just the general discussions with 18 Eric and Susan and their discussions with the 19 Department of Health. 20 Q. What did they say about "their 21 discussions with Department of Health"? 22 A. Just that they were looking forward 23 to us becoming operational. But, again, I don't 24 recall the timeline and at which point we were 25 told we had to be operational. Veritext Legal Solutions 212-279-9424 www.veritext.com 212-490-3430 FILED: NEW YORK COUNTY CLERK 01/06/2022 10:10 PM INDEX NO. 652343/2018 NYSCEF DOC. NO. 352 RECEIVED NYSCEF: 01/06/2022 Page 256 1 CONFIDENTIAL - DANIEL SIEGEL, M.D. 2 exclusivity with Cresco. 3 Q. Did your experience with the Cresco 4 exclusivity provision inform your discussion 5 about how to proceed with GTI in terms of 6 exclusivity? 7 A. I would say to some extent it did. 8 Q. How so? 9 A. Basically, it wasted a month. 10 Q. What do you mean by that? 11 A. Well, if GTI -- if Cresco had my 12 vision -- if, you know, Eric and Susan and 13 Charlie and whoever was needed on both sides got 14 together and just locked themselves in a room and 15 came up with all the paperwork and it became a 16 done deal, that would have been great. We would 17 have sold and, you know, been done. 18 Q. And did you discuss this view with 19 Eric or Susan? 20 A. What do you mean discuss -- 21 Q. Your view in terms of Fiorello's 22 experience with the Cresco exclusivity and how it 23 should impact what to do with GTI and 24 exclusivity. 25 A. I don't recall any explicit Veritext Legal Solutions 212-279-9424 www.veritext.com 212-490-3430