OPINION AND ORDER ChemImage Corporation (“ChemImage”), a company that pioneered certain imaging technology, brings this suit for breach of contract and tortious interference against Johnson & Johnson (“J&J”), a global company engaged in the research, development, manufacture, and sale of a range of healthcare products, and Ethicon, Inc. (“Ethicon”), a wholly owned subsidiary of J&J responsible for the development and commercialization of J&J’s surgical intervention technologies. ChemImage alleges that J&J and Ethicon improperly terminated (or interfered with) an agreement between ChemImage and Ethicon regarding the development and sale of certain artificial-intelligence-based light imaging technology. ChemImage seeks over $1.5 billion in damages. Defendants now move, pursuant to Rule 12(b)(6) of the Federal Rules of Civil Procedure, for partial dismissal of the Amended Complaint. Specifically, they seek to dismiss all claims against J&J and to cap ChemImage’s damages at $40 million pursuant to a contractual provision regarding termination by Ethicon without cause. For the reasons that follow, the Court concludes that ChemImage pleads plausible claims against J&J but that ChemImage’s damages are indeed limited (though not necessarily to $40 million). Accordingly, Defendants’ motion to dismiss is GRANTED in part and DENIED in part. BACKGROUND The following facts, drawn from ChemImage’s Amended Complaint, see ECF No. 36 (“Compl.”), and from the operative agreement between ChemImage and Ethicon, see ECF No. 36-1 (“Agreement”), are assumed to be true for purposes of this motion.1 See, e.g., LaFaro v. N.Y. Cardiothoracic Grp., PLLC, 570 F.3d 471, 475 (2d Cir. 2009). ChemImage has developed groundbreaking imaging technology that can assist with the detection of tumor lesions and margins, key anatomic structures, and tissue perfusion during surgical procedures, offering surgeons a simpler way to identify critical structures and abnormal areas during surgery. See ECF No. 36 (“Compl.”),
36-37. In or around 2019, J&J and Ethicon sought to partner with ChemImage in an effort for J&J to close the gap with its competitors in the surgical robotics space. Id.
