(Against All Defendants For Violations of   Section 10(b) And Rule 10b-5 Promulgated Thereunder)   (Violations of Section 20(a) of the  Exchange Act Against The Individual Defendants)   16. OvaScience is a life science company developing proprietary products to improve  the treatment of female infertility.  The Company’s first product candidate is AUGMENT, which  stands for autologous germline mitochondria energy transfer.  The Company is designing  AUGMENT to increase the success of in vitro fertilization (“IVF”) by isolating fresh  mitochondria from a woman’s own egg precursor cells and then adding the mitochondria into the  woman’s egg during IVF.   18. According to the Company’s Form 10-K for the year ended December 31, 2012, the  FDA will regulate an HCT/P as a 361 HCT/P if it meets all of the following criteria: (1) the  HCT/P is minimally manipulated, (2) the HCT/P is intended for homologous use only, as  reflected by the labeling, advertising, or other indications of the manufacturer's objective intent,  (3) the manufacture of the HCT/P does not involve the combination of the cells or tissues with  another article, with a few exceptions, and (4) either: (a) the HCT/P does not have a systemic  effect and is not dependent upon the metabolic activity of living cells for its primary function, or  (b) the HCT/P has a systemic effect or is dependent upon the metabolic activity of living cells for  its primary function and (i) is for autologous use, (ii) is for allogeneic use in a first or second  degree blood relative, or (iii) is for reproductive use.   25. The members of the Class are so numerous that joinder of all members is  impracticable.  Throughout the Class Period, OvaScience securities were actively traded on the  NASDAQ or OTC.  While the exact number of Class members is unknown to Plaintiff at this  time and can be ascertained only through appropriate discovery, Plaintiff believes that there are  hundreds or thousands of members in the proposed Class.  Record owners and other members of  the Class may be identified from records maintained by OvaScience or its transfer agent and may  be notified of the pendency of this action by mail, using the form of notice similar to that  customarily used in securities class actions.   26. Plaintiff’s claims are typical of the claims of the members of the Class as all  members of the Class are similarly affected by defendants’ wrongful conduct in violation of  federal law that is complained of herein.   27. Plaintiff will fairly and adequately protect the interests of the members of the Class  and has retained counsel competent and experienced in class and securities litigation.  Plaintiff  has no interests antagonistic to or in conflict with those of the Class.   29. A class action is superior to all other available methods for the fair and efficient  adjudication of this controversy since joinder of all members is impracticable.  Furthermore, as  the damages suffered by individual Class members may be relatively small, the expense and  burden of individual litigation make it impossible for members of the Class to individually  redress the wrongs done to them.  There will be no difficulty in the management of this action as  a class action.   31. Based upon the foregoing, Plaintiff and the members of the Class are entitled to a  presumption of reliance upon the integrity of the market.   32. Plaintiff repeats and realleges each and every allegation contained above as if fully  set forth herein.   33. This Count is asserted against defendants and is based upon Section 10(b) of the  Exchange Act, 15 U.S.C. § 78j(b), and Rule 10b-5 promulgated thereunder by the SEC.   34. During the Class Period, defendants engaged in a plan, scheme, conspiracy and  course of conduct, pursuant to which they knowingly or recklessly engaged in acts, transactions,  practices and courses of business which operated as a fraud and deceit upon Plaintiff and the  other members of the Class; made various untrue statements of material facts and omitted to state  material facts necessary in order to make the statements made, in light of the circumstances  under which they were made, not misleading; and employed devices, schemes and artifices to  defraud in connection with the purchase and sale of securities.  Such scheme was intended to,  and, throughout the Class Period, did:  (i) deceive the investing public, including Plaintiff and  other Class members, as alleged herein; (ii) artificially inflate and maintain the market price of  OvaScience securities; and (iii) cause Plaintiff and other members of the Class to purchase  OvaScience securities at artificially inflated prices.  In furtherance of this unlawful scheme, plan  and course of conduct, defendants, and each of them, took the actions set forth herein.   36. By virtue of their positions at OvaScience, defendants had actual knowledge of the  materially false and misleading statements and material omissions alleged herein and intended  thereby to deceive Plaintiff and the other members of the Class, or, in the alternative, defendants  acted with reckless disregard for the truth in that they failed or refused to ascertain and disclose  such facts as would reveal the materially false and misleading nature of the statements made,  although such facts were readily available to defendants.  Said acts and omissions of defendants  were committed willfully or with reckless disregard for the truth.  In addition, each defendant  knew or recklessly disregarded that material facts were being misrepresented or omitted as  described above.     37. Information showing that defendants acted knowingly or with reckless disregard for  the truth is peculiarly within defendants’ knowledge and control.  As the senior managers and/or  directors of OvaScience, the Individual Defendants had knowledge of the details of  OvaScience’s internal affairs.   39. During the Class Period, OvaScience securities were traded on an active and  efficient market.  Plaintiff and the other members of the Class, relying on the materially false and  misleading statements described herein, which the defendants made, issued or caused to be  disseminated, or relying upon the integrity of the market, purchased shares of OvaScience  securities at prices artificially inflated by defendants’ wrongful conduct.  Had Plaintiff and the  other members of the Class known the truth, they would not have purchased said securities or  would not have purchased them at the inflated prices that were paid.  At the time of the  purchases by Plaintiff and the Class, the true value of OvaScience securities were substantially  lower than the prices paid by Plaintiff and the other members of the Class.  The market price of  OvaScience securities declined sharply upon public disclosure of the facts alleged herein to the  injury of Plaintiff and Class members.   40. By reason of the conduct alleged herein, defendants knowingly or recklessly,  directly or indirectly, have violated Section 10(b) of the Exchange Act and Rule 10b-5  promulgated thereunder.   42. Plaintiff repeats and realleges each and every allegation contained in the foregoing  paragraphs as if fully set forth herein.   43. During the Class Period, the Individual Defendants participated in the operation and  management of OvaScience, and conducted and participated, directly and indirectly, in the  conduct of OvaScience’s business affairs.  Because of their senior positions, they knew the  adverse non-public information regarding OvaScience’s NDA submission to the FDA.     44. As officers and/or directors of a publicly owned company, the Individual  Defendants had a duty to disseminate accurate and truthful information with respect to  OvaScience’s financial condition and results of operations, and to correct promptly any public  statements issued by OvaScience which had become materially false or misleading.   46. Each of the Individual Defendants, therefore, acted as a controlling person of  OvaScience.  By reason of their senior management positions and/or being directors of  OvaScience, each of the Individual Defendants had the power to direct the actions of, and  exercised the same to cause, OvaScience to engage in the unlawful acts and conduct complained  of herein.  Each of the Individual Defendants exercised control over the general operations of  OvaScience and possessed the power to control the specific activities which comprise the  primary violations about which Plaintiff and the other members of the Class complain.   47. By reason of the above conduct, the Individual Defendants are liable pursuant to  Section 20(a) of the Exchange Act for the violations committed by OvaScience.  BACKGROUND  