Enzon Pharmaceuticals, Inc. v. Nektar Therapeutics

2016 NY Slip Op 6977, 143 A.D.3d 617, 39 N.Y.S.3d 762

• Court: Appellate Division of the Supreme Court of the State of New York
• Decided: October 25, 2016
• Docket: 2040 652823/15
• Status: Published

Opinion

Order, Supreme Court, New York County (Charles E. Ramos, J.), entered February 5, 2016, which granted defendant’s motion to dismiss the complaint, unanimously reversed, on the law without costs, and the motion denied.

Dismissal of the complaint was not warranted in light of the ambiguity in the contract provisions at issue, as they are “susceptible of reasonable interpretations supportive of differing outcomes to the parties’ dispute” (Hambrecht & Quist Guar. Fin., LLC v El Coronado Holdings, LLC, 27 AD3d 204, 204 [1st Dept 2006]). Accordingly, the development of a full factual record as to the parties’ intent is necessary.

Furthermore, contrary to defendant’s contention, plaintiff’s reasonable interpretation of the agreement would not make it unlawful as an impermissible extension of royalty fees on expired patents (see Kimble v Marvel Entertainment, LLC, 576 US —, 135 S Ct 2401 [2015]; Brulotte v Thys Co., 379 US 29 [1964]).

Concur — Acosta, J.P., Renwick, Saxe, Feinman and Kahn, JJ.