DECISION & ORDER On May 10, 2019, the plaintiff, Loma Linda University (“Loma Linda”), filed a complaint against the defendant, Smarter Alloys, Inc., seeking to recover damages for breach of contract and related claims and to contest ownership over certain patent applications. Docket Item 1. About two months later, Smarter Alloys answered the complaint and asserted counterclaims against Loma Linda as well as claims against a third-party defendant, Rodrigo Viecilli, D.D.S., Ph.D. Docket Item 25. On May 21, 2021, Loma Linda filed an amended complaint, see Docket Item 113, and on June 4, 2021, Smarter Alloys answered the amended complaint and reasserted its counterclaims against Loma Linda and its third-party claims against Dr. Viecilli, see Docket Item 115. In the meantime, this Court referred this case to United States Magistrate Judge Michael J. Roemer for all proceedings under 28 U.S.C. §636(b)(1)(A) and (B). Docket Item 45. At issue in this case is a consulting agreement under which Loma Linda and Dr. Viecilli agreed to perform orthodontic research for Smarter Alloys. Loma Linda claims that under the consulting agreement, Smarter Alloys owes royalties for sales of the “SmartArch Universal,” a dental archwire that Smarter Alloys commercialized. See Docket Item 113. In the alternative, Loma Linda says that if Smarter Alloys does not owe royalties under the consulting agreement for sales of the SmartArch Universal, then Smarter Alloys must compensate Loma Linda for services that Loma Linda and Dr. Viecilli performed on the SmartArch Universal that fell outside the scope of the consulting agreement. See id. Loma Linda also challenges the assignment of two patent applications to Smarter Alloys. See id. Smarter Alloys, in turn, claims that Loma Linda and Dr. Viecilli breached their own contractual obligations under the consulting agreement by failing to satisfy certain deliverables. See Docket Item 103. On April 19, 2021, Smarter Alloys moved for summary judgment. Id. About two months later, Smarter Alloys moved for judgment on the pleadings on the newly added quasi-contract claim in Loma Linda’s amended complaint. Docket Item 117. Loma Linda responded to those motions in June 2021, see Docket Items 119 and 126, and Smarter Alloys subsequently replied in support of its motions, see Docket Items 128 and 132. When it replied in further support of its motion for judgment on the pleadings, Smarter Alloys also asked Judge Roemer to convert that motion into a motion for summary judgment. See Docket Item 132. Judge Roemer granted that request and ordered further briefing. See Docket Item 142. Loma Linda then responded to Smarter Alloys’ now-converted motion for summary judgment on Loma Linda’s quasi-contract claim, Docket Item 150, and Smarter Alloys replied in further support of that motion, Docket Item 155. Smarter Alloys also moved to supplement the record in support of its motion for summary judgment, see Docket Item 145, and the parties fully briefed that motion, see Docket Items 148 and 151. In the meantime, Loma Linda had moved to dismiss and strike Smarter Alloys’ amended answer and counterclaims, see Docket Item 120, and the parties briefed that motion as well, see Docket Items 134 and 143. On September 28, 2021, Judge Roemer heard oral argument on all the pending motions, Docket Item 159, and the parties then filed supplemental briefing, see Docket Items 162, 165, 167, 169. On March 25, 2022, Judge Roemer issued a Report and Recommendation (“R&R”) finding that Smarter Alloys’ motion for summary judgment should be granted in part and denied in part. Docket Item 170. More specifically, Judge Roemer recommended granting summary judgment to Smarter Alloys on Loma Linda’s claims for breach of contract, for breach of the covenant of good faith and fair dealing, to quiet title based on lack of consideration, for rescission based on mutual mistake, and for quasi-contract relief. See id. But Judge Roemer recommended that this Court deny Smarter Alloys’ motion for summary judgment on its breach of contract counterclaim and third-party claim and instead grant Loma Linda and Dr. Viecilli summary judgment on those claims. See id. Judge Roemer also recommended denying Loma Linda’s motion to dismiss and Smarter Alloys’ motion to supplement the record as moot. See id. On April 29, 2022, Loma Linda and Smarter Alloys both objected to the R&R.1 See Docket Items 173, 174. Loma Linda argues that questions of material fact preclude summary judgment on its breach of contract and quasi-contract claims. See Docket Item 173. Smarter Alloys, on the other hand, argues that Judge Roemer erred in finding that Loma Linda and Dr. Viecilli had not breached their obligations under the consulting agreement. See Docket Item 174. On May 20, 2022, both sides responded to the other side’s objections, see Docket Items 175 and 176, and on June 3, 2022, both sides replied, see Docket Items 177 and 178. On September 29, 2022, this Court heard oral argument on the objections and requested additional briefing on Loma Linda’s breach of contract and quasi-contract claims. See Docket Item 180. On October 13, 2022, the parties submitted additional briefs, see Docket Items 182 and 184, and they responded to each other two weeks later, see Docket Items 187 and 189. A district court may accept, reject, or modify the findings or recommendations of a magistrate judge. 28 U.S.C. §636(b)(1); Fed. R. Civ. P. 72(b)(3). The court must review de novo those portions of a magistrate judge’s recommendation to which a party objects. 28 U.S.C. §636(b)(1); Fed. R. Civ. P. 72(b)(3). This Court has carefully and thoroughly reviewed the R&R; the record in this case; the objections, responses, and replies; the post-argument briefs and responses; and the materials submitted to Judge Roemer. Based on that de novo review, this Court grants Smarter Alloys’ motion to supplement the record, considers that supplement, denies Smarter Alloys’ motion for summary judgment on Loma Linda’s breach of contract claim, and concludes that neither side is entitled to summary judgment on Smarter Alloys’ breach of contract counterclaim and third-party claim. The Court accepts and adopts the remainder of the recommendations in the R&R.2 FACTUAL BACKGROUND3 This dispute arises out of a consulting agreement between Loma Linda, a nonprofit university located in California, and Smarter Alloys, a Canadian company. See Docket Item 105 at 56-65 (the “consulting agreement”). More specifically, in June 2015, Loma Linda and Smarter Alloys agreed that Loma Linda and Dr. Viecilli, a faculty member at Loma Linda, would provide Smarter Alloys with consulting and research services “directed [at] multi-force archwire prescriptions targeting specific classes of commonly observed malocclusions.”4 Id. at 61. The consulting agreement had a retroactive effective date of December 10, 2014, and terminated on December 31, 2015.5 Id. at 56-57. I. ROYALTIES UNDER THE CONSULTING AGREEMENT Exhibit B of the consulting agreement, the provision at the heart of the parties’ dispute, addresses “compensation and reimbursement.” Id. at 63. First, it provides that Smarter Alloys would pay Loma Linda and Dr. Viecilli an aggregate of $31,000, which would be distributed in installments over the course of the agreement. See id. The parties also agreed that if Smarter Alloys “commercialize[d] a Product,” it would “pay a royalty of 4 percent of gross profits earned on the sale of [that] Product[].” Id. Alternatively, if Smarter Alloys commercialized a “Product,” it could pay a one-time lump sum and “terminate any future royalty payments.” Id. Exhibit B defines a “Product” as “an archwire that uses the force prescriptions targeting the three malocclusions set out in Section 5 of Exhibit A, Research Plan.” Id. And Section 5 of the “Research Plan” identified the three malocclusions that a “Product” would target: (1) “[a]n impacted or high canine,” (2) “[r]otated premolars,” or (3) [t]ilted lateral incisors.” Id. at 61-62. Smarter Alloys developed two archwires that are relevant here. First, in 2015, it developed the “SmartArch Focus,” a “prototype archwire targeted to [treat] the specific malocclusion of a high canine.” Docket Item 103-1 at 51; Docket Item 124-2 at 22-23. Smarter Alloys “never sold any of the SmartArch Focus archwires.” Docket Item 103-1 at 53; Docket Item 124-2 at 23. Smarter Alloys also developed a “universal profile archwire,” the “SmartArch Universal.” Docket Item 103-1 at
