Opinion
S256927
08-03-2020
IXCHEL PHARMA, LLC v. BIOGEN, INC.
Opinion filed
We hold that tortious interference with at-will contracts requires independent wrongfulness. Because Ixchel alleges that Biogen interfered with its at-will contract, it must allege that Biogen did so through wrongful means.
We also hold that a rule of reason applies to determine the validity of a contractual provision by which a business is restrained from engaging in a lawful trade or business with another business. Section 2.13 of the Biogen-Forward Agreement is such a restraint because it prevents Forward from collaborating with Ixchel or any other partner in the development of treatments containing the active ingredient DMF. Its validity under section 16600 must therefore be evaluated based on a rule of reason. We express no view on the validity of the agreement at issue.
Majority Opinion by Liu, J.
-- joined by Cantil-Sakauye, C. J., Chin, Corrigan, Cuéllar, Kruger, and Groban, JJ.