Bristol-Myers Squibb Co. v. Matrix Laboratories Ltd., 655 F. App'x 9

BMS (plaintiff) licensed Matrix (an Indian subsidiary of Mylan) an immunity-from-suit agreement (IFSA) to manufacture and sell atazanavir within a defined Territory, but §3.1(d) barred Matrix from transferring product to third parties it reasonably believed might export the drug outside Territories where BMS patents existed.
Matrix sold atazanavir to PAHO (Pan American Health Organization), based in Washington, D.C., which then distributed the drug to Venezuela (outside the IFSA Territory); BMS alleges two breaches (2012 and 2014).
BMS sued in S.D.N.Y.; the district court dismissed the first amended complaint, interpreting §3.1(d) to require the third party be physically present in the Territory to “export” the product.
The Second Circuit vacated that dismissal as construing §3.1(d) too narrowly and remanded for leave to amend; BMS filed a second amended complaint alleging title passed to PAHO in India when Matrix delivered product to a carrier.
The district court again dismissed the SAC for failure to state a claim, concluding U.S. law was inapplicable and that BMS failed to give adequate notice under Fed. R. Civ. P. 44.1 of its intent to rely on Indian law.
On appeal the Second Circuit reversed: it held BMS was not required at the pleading stage to choose the governing law for transactions to which it was not a party, BMS’s briefing satisfied Rule 44.1 notice, and the choice-of-law question and factual inquiries were premature on a Rule 12(b)(6) motion.

Issue	Plaintiff's Argument	Defendant's Argument	Held
Whether BMS plausibly alleged PAHO “exported” product from India under §3.1(d) by taking title in India	Title passed to PAHO in India when Matrix delivered goods to a carrier, so PAHO exported from India	No export because PAHO was not physically in the Territory and title did not pass in India	Remanded — plausible claim exists; dismissal improper at 12(b)(6) stage
Whether U.S. law applies to Matrix–PAHO transaction or Indian law governs	Either UCC (U.S.) or Indian sale-of-goods law could govern; BMS need not identify applicable law in SAC	U.S. law inapplicable; BMS waived reliance on U.S. law	Court held it was premature to rule U.S. law inapplicable; BMS not required to pick law at pleading stage
Whether BMS waived reliance on U.S. law during oral argument	BMS preserved reliance on U.S. law (invoked UCC §2‑401 in SAC)	BMS conceded U.S. law in oral argument	Court found district court erred to treat statements as waiver; BMS did not relinquish U.S. law argument
Whether BMS gave sufficient notice under Fed. R. Civ. P. 44.1 to invoke Indian law	BMS’s opposition brief identified Indian law and cited a treatise on Indian Sale of Goods Act §24 — adequate notice	BMS’s statements insufficient; failed Rule 44.1 notice	Court held Rule 44.1 notice satisfied; district court exceeded discretion to dismiss on that ground

TechnoMarine SA v. Giftports, Inc., 758 F.3d 493 (2d Cir.) (standard of review for Rule 12(b)(6) dismissal)
Nielsen v. AECOM Tech. Corp., 762 F.3d 214 (2d Cir.) (pleading plausibility standard)
Ashcroft v. Iqbal, 556 U.S. 662 (U.S.) (pleading requirements under Twombly/Iqbal)
Bell Atl. Corp. v. Twombly, 550 U.S. 544 (U.S.) (plausibility pleading standard)
Johnson v. City of Shelby, Miss., 135 S. Ct. 346 (U.S.) (pleading requires short, plain statement, not statement of legal theory)
Rationis Enters. Inc. v. Hyundai Mipo Dockyard Co., 426 F.3d 580 (2d Cir.) (Rule 44.1 notice is distinct from full foreign-law argument)