BioLife Solutions, Inc. v. Endocare, Inc.

BioLife Solutions, Inc. (BioLife) (plaintiff) developed and sold cryosurgical devices to treat prostate cancer. Although BioLife initially led the market in these types of devices, by the early 2000s, Endocare, Inc. (defendant) was the market leader and BioLife was struggling financially. In 2002, BioLife and Endocare entered into an asset-purchase agreement under which Endocare acquired all of the tangible and intangible assets relating to BioLife’s cryosurgical-device business, including BioLife’s intellectual property. The parties also entered into a registration agreement in which Endocare agreed to file certain forms with the Securities and Exchange Commission (SEC) so that BioLife could sell its stock. Endocare refused to perform its duties under the registration agreement, asserting that BioLife had materially breached the contract by failing to provide Endocare with files relating to certain of BioLife’s patents within the 90 days allotted in the registration agreement. Endocare claimed that the patent documents were necessary to Endocare’s analysis of whether to sue another company for infringement of one BioLife patent in particular, the 673 Patent. BioLife conceded that it tried but did not succeed in submitting its complete set of patent files to Endocare by the date specified in the registration agreement; however, Endocare’s communications to BioLife did not place any particular importance on files relating to the 673 Patent (or even mention it by name), nor did the parties’ contract. Thus, BioLife argued that its alleged breach of contract was not material, and Endocare was required to perform. As a result of Endocare’s nonperformance, BioLife could not sell its stock as originally planned. The market price of BioLife’s stock plummeted, and BioLife sued Endocare for breach of contract. The parties went to trial.