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Medical Device Company Resolves Indemnity Dispute

Industry: Life Sciences

Key Facts

  • Dispute involved alleged breaches of purchase agreement
  • Holdback reserve amount worth $850,000, with associated claims exceeding $2.4M
  • Successfully avoided costly litigation

The Situation

Invivo Corp., a medical device company and affiliate of Philips Healthcare, acquired Sentinelle, a product line of Hologic, Inc. that develops MRI coils. The acquisition included the transfer of Sentinelle’s breast and prostate MRI coil products. Allegations of breach of purchase agreement and supply agreement arose following the acquisition, resulting in a contentious dispute over the holdback reserve amount that had been agreed upon by both parties as part of the transaction.   

The Approach

Mintz argued that our client, Invivo, suffered significant monetary losses as a result of Hologic’s breaches and inaccuracies. Furthermore, we defended Invivo’s right to withhold the entirety of the holdback reserve amount ($850,000) on the grounds that they fulfilled all requirements set forth in the purchase agreement. In contrast, Hologic claimed that Invivo was obligated to deliver the holdback reserve amount, and therefore argued that Invivo breached the purchase agreement by failing to do so.

The Outcome

We successfully resolved the indemnity dispute in mediation. By negotiating a favorable settlement, we helped Invivo avoid costly and complex litigation. 

Supporting Professionals

Scott Ford, Section Chair of the firm’s Litigation Practice, successfully negotiated this favorable outcome for our client.