AstraZeneca UK Ltd v Tesaro Inc [2024] EWCA Civ 78 (09 February 2024)

The correct interpretation of the licence agreements is that Tesaro is only obliged to pay royalties on sales of niraparib for uses or treatments that fall within the scope of the claims of the Licensed Patents. The contractual wording, context, and avoidance of potential patent misuse support this construction.

Citation: [2024] EWCA Civ 78
Parties: Claimant/respondent: AstraZeneca UK Limited; Defendant/appellant: Tesaro, Inc.
Jurisdiction: England and Wales
Judgment Date: 09 February 2024
Procedural Posture: Appeal / Court of Appeal Judgment on Appeal From High Court
Outcome: Appeal allowed
Legal Topics: Patent Licensing, Royalty Obligations, Contract Interpretation, Patent Misuse Doctrine

Intellectual Property Contract Law Patent Licensing Royalty Obligations Contract Interpretation Patent Misuse Doctrine

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Parties

AstraZeneca UK Limited

Claimant/respondent

Tesaro, Inc.

Defendant/appellant

Procedural Posture

Appeal / Court of Appeal Judgment on Appeal From High Court

Legal Issues

1 Proper interpretation of royalty obligations under patent sub-licence agreements
2 Whether royalties are payable only on sales within the scope of the licensed patents' claims or on all sales of the product

Ratio Decidendi

Court Disposition

Appeal allowed

Orders

High Court judgment set aside
Declaration that royalties are only payable on sales of niraparib for uses or treatments within the scope of the Licensed Patents' claims