Within a few months after the merger, Roche terminated all BioVeris employees, shut down its facilities and discontinued its product lines, effectively turning it into an intellectual property holding company. Meso Scale thereafter filed a breach of contract claim against Roche and BioVeris alleging, among other things, that the defendants breached the anti-assignment clause by not obtaining Meso Scale’s consent to the merger. Neither this Agreement nor any of the rights, interests or obligations under shall be assigned, in whole or in part, by operation of law or otherwise by any of the parties without the prior written consent of the other parties. acquired BioVeris Corporation through a reverse triangular merger whereby a wholly-owned subsidiary of Roche merged with and into BioVeris, with BioVeris as the surviving entity. At the time of the merger, Roche and BioVeris were parties to an agreement with Meso Scale Diagnostics, LLC and Meso Scale Technologies, LLC (Meso Scale) pertaining to intellectual property rights, which contained the following anti-assignment clause: 8, 2011), the Delaware Court of Chancery denied a motion to dismiss a breach of contract claim, holding that a reverse triangular merger may constitute an assignment by operation of law. In the first Delaware case to address this issue, the Court found plausible plaintiff’s argument that an assignment “by operation of law” covers mergers that effectively operate like an assignment. The Court held that Delaware’s stock acquisition jurisprudence is not controlling with respect to reverse triangular mergers. In its decision, the Court indicated that the actions a buyer takes after a reverse triangular merger with respect to the target company are relevant to whether an anti-assignment clause is triggered. The case became part of a comprehensive settlement agreement whereby Amgen agreed to pay more than $750 million to settle FCA claims.In Meso Scale Diagnostics, LLC v. He was responsible for all phases of the litigation, including formulating and refining the legal theories, taking and defending numerous depositions, and participating in the ultimate settlement discussions. Strikis) representing a former Amgen sales representative and whistleblower. Hall served as primary trial counsel (along with Silvija A. 172 (1965), allowed direct purchasers to bring antitrust claims under Section 2 of the Sherman Act for monopolization based on fraudulently procured patents regardless of whether the purchaser would have independent standing to challenge the validity of the patent. Food Machinery & Chemical Corp., 382 U.S. Hall served as lead appellate counsel before the Federal Circuit, successfully representing Ritz Camera and a proposed class in an interlocutory appeal to the Federal Circuit in a case establishing that the Supreme Court’s decision in Walker Process Equipment, Inc. Hall served as trial counsel for Meso Scale in a contractual dispute regarding intellectual property for a bench trial in Delaware Chancery Court. He has also represented clients before arbitration panels, administrative bodies, and federal and state courts throughout the country, including the U.S. While with the firm, he has argued appeals in both federal courts of appeals and state appellate courts, as well as numerous motions in federal district courts and state trial courts. District Court for the District of Columbia from 2000 to 2001. He then clerked for the Honorable James Robertson of the U.S. Court of Appeals for the Second Circuit from 1999 to 2000. He graduated cum laude from the Georgetown University Law Center in 1999. Following graduation, he lived and worked in Yokohama, Japan, for a year. He graduated with honors in Philosophy from Duke University in 1995. His practice encompasses a wide variety of trial and appellate matters, with a particular focus on antitrust, intellectual property, and the False Claims Act (FCA). Joseph Hall has been a member of Kellogg Hansen since 2006.
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