Under the PSLRA, to state a 10b-5 securities fraud claim, a plaintiff must plead specific facts that make the inference that the defendant acted with fraudulent intent more persuasive than the opposing inference of innocent mistake.  Although it is possible to allege facts making the requisite strong showing of scienter even if the complaint does not allege facts showing the defendant had a motive to deceive, lack of evidence of motive weighs heavily against finding scienter.  Here, the research arm of defendant, a company that also operated as an investment banker, issued a report on MannKind’s stock recommending to buy the stock up to $7/share the day before the investment arm of the same company participated in a public offering of additional MannKind shares at $6/share.  Plaintiffs alleged no facts showing that defendant had a motive to lie about the recommended buy price.  Defendant’s research arm was walled off from its investment banking arm.  Someone in compliance certainly goofed in allowing the research report to be issued while the stock offering was being handled, but there was no evidence to show that anyone in the company actually put the two facts together and proceeded to allow issuance of the research report for the purpose of misleading purchasers or sellers of MannKind stock.