PACESETTER, INC, a Delaware corporation, DBA St. Jude Medical CRMD v. SURMODICS, INC., a Minnesota corporation

This disposition is not appropriate for publication and is not precedent*
except as provided by 9th Cir. R. 36-3.
NOT FOR PUBLICATION
UNITED STATES COURT OF APPEALS
FOR THE NINTH CIRCUIT
PACESETTER, INC, a Delaware
corporation, DBA St. Jude Medical
CRMD,
Plaintiff-counter-defendant -
Appellee,
v.
SURMODICS, INC., a Minnesota
corporation,
Defendant-counter-claimant -
Appellant.
No. 12-55564
D.C. No. 2:11-cv-03964-RSWL-
SH
MEMORANDUM*
Appeal from the United States District Court
for the Central District of California
Ronald S.W. Lew, Senior District Judge, Presiding
Argued and Submitted May 8, 2013
Pasadena, California
Before: NOONAN, WARDLAW, and MURGUIA, Circuit Judges.
In this diversity action arising under Minnesota law, SurModics, Inc. appeals
the district court’s summary judgment order denying its claims for additional
FILED
MAY 23 2013
MOLLY C. DWYER, CLERK
U .S. C OU R T OF APPE ALS

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royalties under its licensing agreement with Pacesetter, Inc. We have jurisdiction
under 28 U.S.C. § 1291 and review de novo a district court’s summary judgment.
Universal Health Servs., Inc. v . Thompson, 363 F.3d 1013, 1019 (9th Cir. 2004).
We affirm. Our reasoning tracks that of the district court.
The parties are familiar with the facts and prior proceedings. Remarkably,
both parties urge us to conclude that the language of the licensing agreement is
unambiguous as to whether SurModics was entitled to royalties on products
manufactured before, but sold after, the agreement’s expired. Paragraph five states
that “royalties” must be paid “for each quarter of each calendar year during the
term of [the] Agreement.” “Term” is defined by paragraph eight to “extend ... until
expiration of the last-to-expire patent ... that covers that product.” Attachment B2
provides that quarterly royalties are based on the greater of a specified minimum or
a percentage of net sales. We agree with the district court that the contract’s
language limits Pacesetter’s obligation to pay royalties to those products it sold
during the term of the agreement. No other obligation to pay exists.
AFFIRMED.

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