OPINION AND ORDER Plaintiff Dynamics Inc. (“Dynamics”) brings this action against Defendants Samsung Electronics Co., Ltd. (“SEC”), Samsung Electronics America, Inc. (“SEA”), and Samsung Research America, Inc. (“SRA,” and together with SEC and SEA “Defendants”) for patent infringement and breach of contract. Presently before the Court is Defendants’ motion to dismiss Counts II through v. of Dynamics’s First Amended Complaint pursuant to Federal Rule of Civil Procedure 12(b)(6). Dynamics has stipulated that it no longer seeks relief as to Counts II through IV of the First Amended Complaint, which are patent infringement claims based on three patents that have been invalidated. (ECF No. 43; ECF No. 76 at 1.) The Court must therefore resolve Defendants’ motion to dismiss as to Count V, which is for breach of contract. I. Background A. Factual Background The following facts are drawn from the First Amended Complaint and are assumed true for purposes of resolving Defendants’ motion to dismiss. (ECF No. 60 (“Compl.”).) In January 2012, Dynamics participated at the Consumer Electronics Show in Las Vegas. (Id. 28.) In connection with the Consumer Electronics Show, Samsung and Dynamics agreed to meet privately off-site to discuss various aspects of Dynamics’s technology and the possibility of the two companies’ working together. (Id.) In anticipation of their meeting, Dynamics and SRA (then SISA) negotiated the terms of a non-disclosure agreement (NDA), which was executed on January 10, 2012. (Id.; see ECF No. 60-6.) Dynamics alleges that the “NDA prohibited Samsung from using, disseminating, or in any way disclosing confidential information [as defined in the agreement] to any third party.” (Compl. 30.) During the presentation and in the days following the presentation, pursuant to the NDA, Dynamics discussed its magnetic emulation technologies with Samsung. (Id. 32.) Dynamics and Samsung had additional meetings pursuant to the NDA regarding potential collaboration, including at least one meeting held at Dynamics’s facility in Pennsylvania where Samsung was provided with a confidential tour of Dynamics’s engineering, development, and manufacturing facilities. (Id. 34.) Samsung and Dynamics have never come to an agreement for licensing or otherwise engaging in any partnership with respect to the technologies that Dynamics disclosed to Samsung under the NDA. (Id.) Dynamics alleges that Samsung breached the NDA by disclosing and using Dynamics’s confidential information. Specifically, Dynamics alleges that SRA shared the confidential information it had obtained from Dynamics with the other Samsung Defendants. (Id. 36.) Dynamics further alleges that Samsung disclosed Dynamics’s confidential information to a third party, LoopPay, which is a direct competitor of Dynamics. (Id. 78.) LoopPay used Dynamics’s confidential information to provide Samsung devices with Dynamics’s magnetic emulation technology. (Id. 79.) Samsung purchased LoopPay in or about February 2015 for approximately $250 million dollars. (Id. 81.) B. Procedural History Dynamics commenced this action on July 12, 2019. (ECF No. 1.) Dynamics filed its First Amended Complaint on December 20, 2022. (ECF No. 60.) Defendants filed their motion to dismiss Counts II through v. of the First Amended Complaint on January 17, 2023. (ECF No. 67.) Dynamics filed its opposition to Defendants’ motion to dismiss on February 14, 2023. (ECF No. 76.) Defendants filed a reply in support of their motion to dismiss on February 21, 2023. (ECF No. 80.) II. Legal Standard “To survive a motion to dismiss, a complaint must contain sufficient factual matter, accepted as true, to ‘state a claim to relief that is plausible on its face.’” Ashcroft v. Iqbal, 556 U.S. 662, 678 (2009) (quoting Bell Atl. Corp. v. Twombly, 550 U.S. 544, 570 (2007)). In considering a motion to dismiss, the Court “must accept as true all of the factual allegations contained in the complaint.” Swierkiewicz v. Sorema N. A., 534 U.S. 506, 508 n.1 (2002). While “[t]hreadbare recitals of the elements of a cause of action, supported by mere conclusory statements, do not suffice,” Iqbal, 556 U.S. at 678, the Court must “draw all inferences in the light most favorable to the non-moving party[],” In re NYSE Specialists Sec. Litig., 503 F.3d 89, 95 (2d Cir. 2007). “In considering a motion to dismiss…, a district court may consider the facts alleged in the complaint, documents attached to the complaint as exhibits, and documents incorporated by reference in the complaint.” DiFolco v. MSNBC Cable L.L.C., 622 F.3d 104, 111 (2d Cir. 2010). III. Discussion “To make out a viable claim for breach of contract a ‘complaint need only allege (1) the existence of an agreement, (2) adequate performance of the contract by the plaintiff, (3) breach of contract by the defendant, and (4) damages.’” Eternity Glob. Master Fund Ltd. v. Morgan Guar. Tr. Co., 375 F.3d 168, 177 (2d Cir. 2004) (quoting Harsco Corp v. Segui, 19 F.3d 337, 348 (2d Cir. 1996)). Defendants argue that Dynamics’s breach of contract claim should be dismissed as to SEC and SEA because neither entity is a party to the contract. Dynamics does not allege that either SEC or SEA is a party to the contract (Compl. 9), nor does Dynamics dispute this issue in its brief in opposition to Defendants’ motion to dismiss. Neither SEC nor SEA signed the NDA, nor does the NDA make any mention of either entity. (See ECF No. 60-6.) Although SRA is a subsidiary of SEA, which is a subsidiary of SEC (Compl.
