Meso Scale Diagnostics, LLC v. Roche Diagnostics GmbH
Delaware Court of Chancery
62 A.3d 62 (2013)
- Written by Sharon Feldman, JD
Facts
Meso Scale Diagnostics, LLC (Meso) (plaintiff) had a global consent agreement (global agreement) with BioVeris Corp. that included intellectual property rights. The global agreement’s anti-assignment clause provided that neither the global agreement nor any of BioVeris’s rights under the agreement could be assigned by operation of law or otherwise by any of the parties without prior written consent of the other parties. In a deal structured as a reverse triangular merger, Roche Holding Ltd. (Roche) (defendant) acquired BioVeris in order to acquire the intellectual-property rights under Meso’s agreement with BioVeris. Meso sued Roche, claiming that the reverse triangular merger constituted an assignment of the global agreement by operation of law and required Meso’s consent. Roche moved for summary judgment, arguing that BioVeris was the surviving entity of the reverse triangular merger and therefore no assignment by operation of law or otherwise occurred when Roche acquired BioVeris.
Rule of Law
Issue
Holding and Reasoning (Parsons, J.)
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