Amyris

BACKGROUND

The Parties and Their Relationship Plaintiff and appellant Amyris is a publicly held synthetic biology company, headquartered in Emeryville, California. Defendant and respondent Lavvan is a Delaware corporation, with its principal place of business in New York. In March 2019 Amyris and Lavvan entered into a research, collaboration, and license agreement to biosynthetically develop chemicals found in cannabis plants, known as cannabinoids, for commercial use (RCL Agreement), an extensive 49-page agreement describing the project in great detail. As pertinent here, the RCL Agreement had a forum selection clause and a choice of law provision that said, “This Agreement shall be construed in accordance with, and governed by, the laws of the State of New York, without regard to the conflicts of law provisions thereof. . . . Any dispute arising out of this Agreement shall be submitted exclusively to any state or Federal court located in New York County, New York, without restricting any rights of appeal.” Problems arose, and in September 2020 Lavvan filed suit in the United States District Court, Southern District of New York: Lavvan, Inc. v. Amyris, Inc. (S.D.N.Y, Sep. 10,…