OPINION AND ORDER Plaintiffs Clinton Eastwood and Howard Bernstein, as Trustees of the 1988 Clinton Eastwood Trust (“Eastwood Trust”), bring this Complaint against defendants Molecular Defenses Corporation (Nevada) (“MDC Nevada”); Molecular Defenses Corporation (New York) (“MDC New York”); Molecular Defense Holdings, LLC (“MDH”); Molecular Defenses Group Inc.; ThyoGen Group Corporation; and Kevin Davis, the President and Chief Executive Officer of MDC Nevada and ThyoGen Group.The plaintiffs allege federal patent claims for priority and correction of inventorship, and state law claims for conversion, unjust enrichment, and constructive trust. The defendants move to dismiss the complaint under Federal Rules of Civil Procedure 12(b) (1) and (6). For the reasons explained below, the defendants’ motion to dismiss based on Rule 12(b) (1) is granted.I.In defending against a motion to dismiss for lack of subject matter jurisdiction pursuant to Rule 12(b) (1), the plaintiff bears the burden of proving the Court’s jurisdiction by a preponderance of the evidence. Makarova v. United States, 201 F.3d 110, 113 (2d Cir. 2000). In considering such a motion, the Court generally must accept the material factual allegations in the complaint as true. See J.S. ex rel. N.S. v. Attica Cent. Schs., 386 F.3d 107, 110 (2d Cir. 2004). The Court does not, however, draw all reasonable inferences in the plaintiff’s favor. Id.; see also Graubart v. Jazz Images, Inc., No. 02cv4645, 2006 WL 1140724, at *2 (S.D.N.Y. Apr. 27, 2006). Indeed, where jurisdictional facts are disputed, the Court has the power and the obligation to consider matters outside the pleadings, such as affidavits, documents, and testimony, to determine whether jurisdiction exists. See Anglo-Iberia Underwriting Mgmt. Co. v. P.T. Jamsostek, 600 F.3d 171, 175 (2d Cir. 2010); APWU v. Potter, 343 F.3d 619, 627 (2d Cir. 2003); Kamen v. Am. Tel. & Tel. Co., 791 F.2d 1006, 1011 (2d Cir. 1986). In so doing, the Court is guided by the body of decisional law that has developed under Rule 56 of the Federal Rules of Civil Procedure. Kamen, 791 F.2d at 1011.When presented with a motion to dismiss under Rule 12(b) (1) for lack of subject matter jurisdiction, and a motion to dismiss on other grounds, the first issue is whether the Court has the subject matter jurisdiction necessary to consider the merits of the action. See Rhulen Agency, Inc. v. Ala. Ins. Guar. Ass’n, 896 F.2d 674, 678 (2d Cir. 1990).II.The following facts are accepted for the purposes of the pending motion.In the mid-1980s plaintiff Clint Eastwood began providing money to support the work of Dr. Harry B. Demopoulos. (Compl.
3, 47.) Dr. Demopoulos was a medical researcher who was exploring glutathione, an antioxidant used to treat diabetes and other serious diseases. (Id. 36.) Dr. Demopoulos operated various businesses devoted to the research of glutathione and to the development of glutathione into pharmaceutical commerce. (Id.) One of those businesses, founded on July 28, 1981, was Antioxidant Pharmaceuticals Corporation (“APC”). (Id. 46.) APC was formed to research and develop antioxidant nutrient supplements for the over-the-counter consumer healthcare market. (Id.)From 1985 to 1996, Eastwood made large monetary loans, both to Dr. Demopoulos and to APC, to support Dr. Demopoulos’s cause. In 1985, Eastwood loaned APC $300,000. (Id. 48.) In 1994, Eastwood gave APC $43,440. (Id. 51.) And in 1996, Eastwood loaned Dr. Demopoulos $150,000. (Id. 52.) Dr. Demopoulos used the money from Eastwood “in pursuit of glutathione.” (Id. 53.)Dr. Demopoulos’s work proved fruitful, and from 1997 to 2002 Dr. Demopoulos filed applications for six United States patents relating to glutathione (the “U.S. APC Patents”). (Id. 54.)1 On December 8, 1999, Dr. Demopoulos executed an assignment to APC of all rights, title, and interest in the U.S. APC Patents, which were still applications at that time. (Id. 55.) Between December 12, 2000, and May 24, 2005, the U.S. APC Patents issued from the United States Patent and Trademark Office (“USPTO”). (Id. 56.)2In 1997, Dr. Demopoulos, who had not yet repaid Eastwood for his investments, agreed with Eastwood to convert the debt he owed Eastwood into stock in APC. (Id.
