In a significant development in the ongoing Invitae Corporation bankruptcy proceedings, Natera Inc. has filed a verified adversary complaint seeking declaratory judgment and injunctive relief regarding a rejected Asset Purchase Agreement (APA) between the two biotechnology companies. The complaint was filed on January 21, 2025, in the United States Bankruptcy Court for the District of New Jersey (Case No. 24-11362-MBK).
Natera, represented by Gibbons P.C. and McDermott Will & Emery LLP, argues that Invitae's rejection of the January 17, 2024 APA through its bankruptcy proceedings should prevent Invitae from pursuing claims related to a potential milestone payment under the agreement. The dispute centers on Invitae's recent attempt to litigate APA-related matters in Delaware state court, despite having rejected the contract in its bankruptcy proceedings.
The filing details how Invitae listed the APA on its Schedule C of rejected contracts in its Third Amended & Final Plan Supplement, effectively terminating the agreement as of February 12, 2024. Natera contends that this rejection constitutes a breach of the APA and relieves them of any future performance obligations, including potential milestone payments.
"The Debtors' rejection of the APA was the last word," the complaint states, emphasizing that rejection of a contract is "cum onere," meaning a debtor cannot simultaneously shed its obligations while demanding performance from a non-breaching counterparty.
The case highlights complex intersections between bankruptcy law and contract rights, particularly regarding the treatment of rejected executory contracts in Chapter 11 proceedings. Natera seeks both declaratory relief and a permanent injunction to prevent Invitae from pursuing related claims in other courts.
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Link to full document: Verified Adversary Complaint filed by Natera Inc.
Document length: 16 pages