Shareholder Representative Services LLC v. Gilead Sciences, Inc. and Gilead Biopharmaceutics Ireland Corporation, 162, 2017

The parties contracted in a merger agreement that promised milestone payments (including a $50 million third milestone) tied to “receipt of Regulatory Approval of CAL-101 … as a first-line drug treatment … for a Hematologic Cancer Indication.”
Schedule 1.1 to the agreement listed diseases including Chronic Lymphocytic Leukemia (CLL), which was the scheduled disease at issue.
Gilead obtained European regulatory approval for CAL-101 as a first-line treatment for adult CLL patients with 17p deletion or TP53 mutation — a genetic subset constituting roughly 5–15% (est. ~10%) of the CLL population.
The Court of Chancery found “Hematologic Cancer Indication” ambiguous, admitted parol evidence, concluded the parties intended the term to mean a disease listed in Schedule 1.1, and held that approval limited to the small genetic subset did not satisfy the disease-level first-line approval required to trigger the milestone.
The Delaware Supreme Court affirmed the Chancery Court’s factual findings and legal resolution of the ambiguity; Justice Seitz (joined by Justice Traynor) dissented, arguing the plain meaning of the contract entitled the seller to the milestone because the approval was for CLL, a disease in Schedule 1.1.

Issue	Plaintiff's Argument	Defendant's Argument	Held
Does “Hematologic Cancer Indication” refer to a disease listed in Schedule 1.1 or can it be satisfied by approval limited to a genetic subset?	Term should be read with reference to Schedule 1.1; EU approval for CLL satisfies the trigger.	The term is ambiguous and should be read to require disease-level approval; approval limited to a small subset does not trigger payment.	Court found ambiguity, considered parol evidence, and held the parties intended a disease-level approval; subset approval did not trigger payment.
Was the European first-line approval for CAL-101 (limited to 17p/TP53 CLL patients) sufficient to trigger the third milestone?	Approval for CLL (a scheduled disease) suffices regardless of genetic qualifiers.	Approval covered only a small subset (~10%) and thus did not constitute the disease-level approval the parties sought.	Court held the subset approval was insufficient; no milestone payment due.

BLGH Holdings LLC v. enXco LFG Holding, LLC, 41 A.3d 410 (Del. 2012) (contract interpretation principles and ambiguity analysis)
Nemec v. Shrader, 991 A.2d 1120 (Del. 2010) (courts enforce parties’ chosen contractual terms even if commercially unwise)