The Delaware Supreme Court ruling says that the doctrine of promissory estoppel does not apply because the LATS agreement should be considered an enforceable agreement based upon their ruling and therefore only expectation damages could be awarded along with the enforcement of the LATS agreement.
The LATS contemplates a license agreement along the following lines to support the further development and commercialization of ST–246 for the treatment of smallpox.
SIGA would grant to PharmAthene “a worldwide exclusive license and [sic] under the Patents, Know–How and Materials to use, develop, make, have made, sell, export and import Products in Field.
The right to grant sublicenses shall be specifically included in the license.”
Second, the license would cover ST–246 and all other related products worldwide covered by the patents and knowhow relating to ST–246 and its development and manufacture.
PharmAthene was scheduled to pay a “License Fee” of $6 million in total, which consisted of $2 million cash upfront, $2.5 million as a deferred license fee to be paid twelve months after
execution of a license agreement if certain events occurred, and $1.5 million after SIGA obtained financing in excess of $15 million. In addition, the LATS contained a provision under which PharmAthene would pay an additional $10 million based on the achievement of specific milestones relating to certain sales targets and regulatory approvals.
you left this section out "The LATS also
provided for PharmAthene to make annual royalty payments of 8% on
“yearly net sales of Patented Products” of less than $250 million, 10%
on sales greater than $250 million, and 12% on sales greater than $1
billion. Lastly, the LATS stated that, “[i]n addition, SIGA will be
entitled to receive 50% of any amounts by which net margin exceeds
20% on sales to the U.S. Federal Government."