Custopharm, Inc. v. Exela Pharma Sciences, LLC

I. BACKGROUND

24 This action stems from an alleged breach of contract. On or about May 19, 2009, 25 Plaintiff entered into a written referral fee agreement (“Referral Agreement”) with 26 Defendant. (Doc. No. 1 ¶ 6.) Under the Referral Agreement, Plaintiff agreed to refer 27 business to Defendant “for the production of pre-launch clinical trial materials and 28 production of development and commercial drug products[.]” (Id.) In consideration for referring new business, Defendant promised to (1) “keep any such information disclosed by [Plaintiff] confidential and not disclose such information to any third party, or use such information for their own benefit to start a new project” and (2) “pay [Plaintiff a] five percent (5%) commission on all payments received from any referral that resulted in a drug product being manufactured by [Defendant].” (Id. ¶ 8.) The commission included “any payments received from the referral, including payments received from R & D work, pre-launch development activities, commercial drug produce [sic] manufacturing and royalties from referred business.” (Id. ¶ 9.) Commission payments were due…