Opinion
10-25-2016
ENZON PHARMACEUTICALS, INC. formerly known as Enzon, Inc., Plaintiff–Appellant, v. NEKTAR THERAPEUTICS formerly known as Inhale Therapeutic Systems, Inc., Defendant–Respondent.
Holland & Knight LLP, New York (Charles A. Weiss of counsel), for appellant. Greenberg Traurig LLP, New York (Louis M. Solomon of counsel), for respondent.
Holland & Knight LLP, New York (Charles A. Weiss of counsel), for appellant.
Greenberg Traurig LLP, New York (Louis M. Solomon of counsel), for respondent.
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 A.D.3d 204, 204, 809 N.Y.S.2d 454 [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, ––– U.S. ––––, 135 S.Ct. 2401, 192 L.Ed.2d 463 [2015] ; Brulotte v. Thys Co., 379 U.S. 985, 85 S.Ct. 638, 13 L.Ed.2d 579 [1964] )
ACOSTA, J.P., RENWICK, SAXE, FEINMAN, KAHN, JJ., concur.