The opinion of the court was delivered by: Joyner, J.
Before the Court is Defendant McKesson Corporation's Motion to Dismiss First Amended Complaint (Doc. No. 20) pursuant to Federal Rule of Civil Procedure 12(b)(6), and responses thereto (Doc. Nos. 28, 29). For the reasons set forth in this Memorandum, the Court grants Defendant's Motion in part and denies in part.
Health Robotics, S.r.L. ("HRSRL") is an Italian company that designs, develops, markets and licences robotic medical preparation products. Plaintiff, Devon Robotics, signed two agreements with HRSRL for the distribution of two robotic medication preparation products for hospitals and health care facilities, i.v.Station and CytoCare. On August 22, 2008, Devon Robotics entered into an agreement with HRSRL for the exclusive distribution rights of i.v.Station in North America (the "i.v.Station Agreement"). As a result of the agreement, Devon Robotics became responsible for paying €675,000 upon the occurrence of four milestones. Devon Robotics also entered into an agreement with HRSRL for the exclusive distribution rights of CytoCare in North America on September 12, 2008 (the "CytoCare Agreement"). This second contract obligated Devon Robotics to make regular license fee payments to HRSRL commencing in 2008 and continuing through 2013. Mr. DeViedma, one of the defendants, signed these two contracts on behalf of HRSRL. At the time these agreements were negotiated and signed, Mr. DeViedma served as General Counsel for HRSRL.
In December 2008, Devon Robotics began negotiating a contract with McKesson Corporation, which would give McKesson the right to distribute CytoCare within a certain territory in the United States. DeViedma played a key role in negotiating the contract with McKesson. On December 22, 2008, Devon Robotics and McKesson entered into a Confidential Disclosure and Non-Competition Agreement ("Confidentiality Agreement") prohibiting McKesson from divulging or using any confidential information for any purpose other than analyzing its deal with Devon. After executing the agreement, McKesson engaged in extensive due diligence during which time Devon Robotics revealed a substantial amount of proprietary information to McKesson, including its marketing plans, business opportunities, and potential customers.
Around March 2009, McKesson and Devon Robotics reached an oral agreement regarding the material terms of the Exclusive Distribution, Licensing, Services and Support Agreement. The only thing that was needed to finalize the agreement was to allow McKesson's due diligence of HRSRL in Italy. However, DeViedma, in his capacity as an officer of HRSRL, refused to permit McKesson representatives to visit Italy and complete the due diligence.
Around July 17, 2009, in an attempt to revive negotiations that had stalled, Devon Robotics offered a standstill agreement to McKesson pursuant to which Devon Robotics would be prohibited from entertaining offers from McKesson's competitors until McKesson completed its due diligence on the Devon Robotics-McKesson deal. McKesson turned down the offer.
Later, after McKesson and Devon Robotics failed to come to an agreement, HRSRL terminated the CytoCare Agreement with Devon Robotics on July 30, 2009. Then on August 10, 2009, McKesson and HRSRL entered into a five year agreement granting McKesson distribution rights with regard to CytoCare in various areas in North America which had previously been controlled by Devon Robotics.
Under Federal Rule of Civil Procedure 12(b)(6), a complaint should be dismissed if the plaintiff has failed to state a claim on which relief can be granted. In evaluating a motion to dismiss, the court must take all well-pleaded factual allegations as true, but it is not required to blindly accept "a legal conclusion couched as a factual allegation." Papasan v. Allain, 478 U.S. 265, 283 (1986); Phillips v. County of Allegheny, 515 F.3d 224, 233 (3d Cir. 2008). Although a plaintiff is not required to plead detailed factual allegations, the complaint must include enough facts to "raise a right to relief above the speculative level." Bell Atl. Corp. v. Twombly, 550 U.S. 544, 555 (2007).
McKesson's motion to dismiss is granted in part and denied in part. Counts III and VII of the Complaint are dismissed, as is Plaintiffs' claim of tortious interference with prospective contractual relations (part of Count II). The remainder of McKesson's Motion to Dismiss is denied. Additionally, Plaintiffs' request for a preliminary injunction is denied (part of Count VIII).
A. Count I - Breach of Contract
Plaintiffs contend that McKesson breached the Confidentiality Agreement by improperly using confidential information regarding Devon Robotics which McKesson obtained during its due diligence on the prospective Devon Robotics -McKesson deal. Plaintiffs assert that McKesson used this information in order to obtain more favorable terms in its deal with HRSRL than it would have under a contract with Devon Robotics. As a result, Devon Robotics claims to have suffered damages, including, the loss of its proprietary information, customer lists and ...