Truinject v. Galderma: Why a Lost Deal Could Not Prove IP Damages

A startup can negotiate with one potential partner, put competing talks on hold, and later believe that the exclusivity period cost it a transformative transaction. But if the relationship ends in litigation, the difference between losing an opportunity because of the exclusivity agreement and losing value because the counterparty later breached that agreement can determine whether damages are recoverable.

That distinction drove the Federal Circuit’s October 1, 2026 decision in Truinject Corp. v. Galderma S.A., No. 2025-1268. In a nonprecedential opinion, the court affirmed judgment against a company developing injection-training technology. The decision did not announce a new trade-secret damages test or resolve every underlying allegation on its merits. Instead, it shows how the chronology of a business negotiation, a damages theory that changes too late, and admissions made during discovery can defeat otherwise ambitious intellectual-property claims.

The invention and the negotiation that became the case

Truinject was developing a training system known as “Kate” for practitioners learning to administer cosmetic injectables. As described by the Federal Circuit, the proposed system combined a realistic injectable mannequin head with a syringe incorporating fiber-optic functionality to track needle depth, angle, and position in real time. It was the kind of technology that might be commercialized through a license, strategic investment, distribution arrangement, or acquisition.

Truinject had discussions with Allergan about a potential transaction. Separately, Galderma, another business active in injectables, approached Truinject to explore a relationship. In October and November 2014, Truinject and Galderma signed a confidential-disclosure agreement and an exclusive-negotiation agreement. The latter required good-faith negotiations and imposed a 90-day period during which Truinject could not pursue partnerships with other companies. The court’s opinion states that Galderma paid Truinject $75,000, and that the agreements also included restrictions concerning confidentiality and certain competing activities.

Truinject canceled a November 7, 2014 meeting with Allergan because it had agreed to the exclusivity period. An Allergan representative later testified that the objective of that meeting had been to offer a $100 million upfront payment for an exclusive arrangement. But the record also established that Allergan had not performed formal due diligence, a prerequisite to any actual deal. This testimony described a prospective business discussion, not a completed $100 million agreement.

The Galderma negotiations ended without a partnership in January 2015. Truinject later alleged that Galderma disclosed information improperly, breached the agreements, misappropriated trade secrets, and interfered with other business relationships. The alleged disclosures that figured in Truinject’s damages theory began in December 2014—after the November meeting with Allergan had already been canceled. That sequence became pivotal.

The chronology problem: conduct in December could not cause a canceled November meeting

Truinject tied its requested damages to a business opportunity it said it had lost with Allergan. The district court concluded that the record did not establish the necessary causal link: the alleged contract breaches involving later disclosures could not have caused the earlier cancellation of the Allergan meeting. The cancellation followed from Truinject’s decision to enter the exclusivity agreement, before those alleged breaches occurred.

The court also considered the period after exclusivity expired. Allergan repeatedly declined to pursue a deal, but the record did not show that Allergan knew about the specific breaches Truinject alleged. The district court therefore rejected the proposed connection between those later alleged breaches and Allergan’s subsequent lack of interest.

This is an important distinction for anyone negotiating over patent licensing and commercialization. A business may rationally demand compensation for pausing competing negotiations. But such an agreed opportunity cost is not necessarily the same thing as compensable damage caused by a later violation of confidentiality or exclusivity obligations. Courts examine which act allegedly caused which loss, and when.

The Federal Circuit did not merely pronounce that a prospective deal can never support damages. It affirmed this judgment because Truinject did not successfully challenge the district court’s causation ruling on the theory properly presented below and had not preserved the alternate approach it offered on appeal.

A different valuation theory arrived too late

On appeal, Truinject attempted to characterize the contemplated Allergan transaction differently. Rather than saying the later wrongdoing caused cancellation of the 2014 meeting, it contended that the prospective deal was evidence of Kate’s market value before the alleged misuse of confidential information destroyed or diminished that value.

That distinction is not semantic. One theory asks whether particular conduct caused a specific third-party transaction to collapse. The other asks whether the conduct reduced the commercial value of the underlying technology, with a contemplated offer serving as a possible valuation reference. The proof and causal analysis would not necessarily be the same.

Yet the Federal Circuit declined to reach the merits of the alternative valuation argument. It found that Truinject had not squarely presented that theory when opposing summary judgment on damages. The company had acknowledged in the district court that the Allergan deal theory was its only damages calculation and that it had presented no other evidence or calculation of damages for its claims. Passing references to technology devaluation, unsupported by developed analysis of the alleged breaches and resulting injury, did not preserve a separate theory for appeal.

Truinject likewise advanced a rescissory-damages argument on appeal that the court found forfeited. The Federal Circuit treated these arguments as new substantive theories, not permissible relabeling of the one actually pursued below.

The practical point: if a company has several plausible ways to value confidential technology or a lost commercialization opportunity, it should investigate and develop those alternatives at the evidence-gathering stage. It cannot safely assume an appellate court will permit a new valuation model after the first model fails.

The tortious-interference claim faced a separate preservation problem

Truinject also contended that Galderma had wrongfully induced it to enter exclusivity, thereby interfering with its anticipated Allergan relationship. But the district court had dismissed the tortious-interference claim in 2020, with leave to amend. The Federal Circuit found that Truinject had not meaningfully presented its new pre-agreement interference theory in its district-court opposition, and it had not used the opportunity to amend the pleading to advance that theory.

Under the regional appellate law governing those non-patent issues, a litigant must give the trial court an adequate opportunity to consider the substance of its argument. A court need not decide an appellate theory that was never properly placed before the trial court. This made the case about more than lost commercial evidence: it became a warning about pleading and motion practice as part of the IP enforcement strategy.

What the decision did—and did not—hold about trade secrets

The case originally included patent-infringement allegations, as well as trade-secret, contract, trade-dress, and tort claims. Patent infringement was not before the Federal Circuit in this appeal. The Federal Circuit applied Third Circuit law to the non-patent questions and emphasized that its disposition was nonprecedential.

The appellate court affirmed dismissal and summary judgment based on the particular preserved arguments and the inability to establish the damages actually sought. It did not decide whether every allegedly disclosed item qualified as a trade secret, whether every claimed disclosure constituted misappropriation, or whether a supported diminution-in-value theory would have prevailed if properly presented. The district court had offered additional grounds for rejecting certain claims; the appellate court expressly declined to reach those grounds because its damages and forfeiture analysis was sufficient.

For comparison, the federal Defend Trade Secrets Act, 18 U.S.C. § 1836 provides remedies that depend on the applicable facts and statutory conditions. A plaintiff’s ability to prove an injury and the connection to wrongful conduct matters separately from whether it owns protected information. In Truinject, the court resolved the appeal on the evidentiary and procedural posture before it; this is not a categorical holding that startup technology has no recoverable value absent a completed sale.

Design exclusivity agreements to address the commercial risk upfront

There are several useful drafting lessons, although they are practical inferences from the litigation—not new legal rules announced by the court.

Identify the cost of exclusivity. If a startup must stop pursuing competing investors or licensees, decide whether the exclusivity payment fairly compensates for that limitation. Consider the duration, milestones, diligence obligations, and agreed termination triggers before agreeing to pause a promising outside negotiation.

Define prohibited use and disclosure with precision. A confidentiality agreement should say what information is covered, the permitted evaluation purpose, access restrictions, return or deletion obligations, and how existing independent information is treated. Trade-secret rights require more than a contract label; companies also need evidence of the secrecy measures they actually used. Tucker Law’s broader intellectual-property practice addresses protection choices across patents, trade secrets, copyrights, and trademarks.

Preserve evidence of competing opportunities. Record who was negotiating, the status of diligence, conditional terms, contemporaneous correspondence, why discussions stopped, and what occurred when exclusivity ended. A prospective number discussed in a meeting does not by itself establish an executed deal, causation, or lost technology value.

Build the damages story before summary judgment. Determine whether the claimed loss is a missed transaction, diminished technology value, misuse of specific confidential information, unjust enrichment, reasonable royalty, or some legally available contractual measure. Whether a measure is legally available depends on the governing law and claim. Expert valuation cannot replace proof that the alleged wrong caused the particular loss. If the litigation changes direction, evaluate whether amendments, timely supplemental disclosures, or other procedural steps are required to preserve the new theory.

Coordinate licensing and enforcement planning. Attorneys handling patent applications and technology deals should coordinate with counsel assessing potential patent litigation or related trade-secret claims. Patent disclosure, confidential know-how, commercial contracts, and proof of economic harm intersect but are not interchangeable.

The bottom line for founders and technology owners

Truinject v. Galderma illustrates a particularly expensive litigation hazard: confusing a business opportunity foregone in exchange for exclusivity with loss supposedly caused by later wrongful conduct. The opinion also shows why a promising alternative theory can become useless if it is not preserved at the right procedural stage.

Businesses considering a confidential technology evaluation, acquisition discussion, development partnership, or exclusive licensing negotiation should review both the agreement and the evidence they will need if the relationship ends badly. Tucker Law advises on IP licensing arrangements and related IP disputes. A preventive review before signing exclusivity can be substantially more useful than trying to reconstruct a lost transaction years later.

Source and scope: Truinject Corp. v. Galderma S.A., No. 2025-1268 (Fed. Cir. Oct. 1, 2026) (nonprecedential). This article is general information, not advice on a particular negotiation or claim.