Judge Paul Engelmayer
Bristol-Myers Squibb (BMS) sold the HIV/AIDS drug atazanavir. BMS and Matrix entered into an "immunity from suit" agreement, whereby Matrix was granted the right to make, distribute, and sell the drug in India and 48 countries in sub-Saharan Africa. Matrix asked BMS to consent to selling the drug in Venezuela. BMS did not consent, but Matrix sold a significant amount of the drug to the Pan American Health Organization, and the drug was later sold in Venezuela. BMS sued Matrix for contract breach. Upon close review of the agreement, the court found it clear that Matrix did not enjoy immunity from suit for its sale of the drug to Venezuela, which was outside of the agreed upon territory. However, the court found that agreement leaving Matrix amenable to patent litigation concerning any sales in Venezuela did not mean that any such sales there by Matrix were a breach of contract. The court concluded that the agreement nowhere purported to prohibit Matrix from making sales outside of the territory. The court stated that BMS may have a cause of action against Matrix under relevant patent or other laws, but under the plain language of the agreement, there was no claim for breach of contract. Matrix's motion to dismiss was granted.
