The 15th Court of Appeals has reversed a trial court order denying MD Anderson’s plea to the jurisdiction in a suit alleging that it breached a license agreement with a cancer technology research firm.
The Board of Regents of the University of Texas System, The University of Texas System, and the University of Texas M.D. Anderson Cancer Center v. Gensetix, Inc. (No. 15-25-00011-CV; June 18, 2026) arose from a contractor’s suit against M.D. Anderson for breach of contract and a constitutional taking. Plaintiff, an entity involved in the development of cancer treatment technology, had a license agreement with M.D. Anderson, under which it claimed to have paid Anderson several hundred thousand dollars to fund research. About $100,000 of this funding was paid to one of the co-inventors on the patents. In exchange for the payment, Anderson allegedly agreed to “cooperate fully” in any patent infringement lawsuit brought by Plaintiff.
When the co-inventor to a new job at Baylor College of Medicine, Plaintiff filed a patent infringement in federal court against him and Baylor. Anderson, however, refused to participate, asserting immunity when it was added as an involuntary plaintiff. Plaintiff then sued Anderson in state court, alleging that it had a “side deal” with the co-inventor and another research entity to develop the same technology. Plaintiff lost his patent infringement claim, and in 2020 Anderson terminated the license agreement because Plaintiff failed to make certain payments. In 2021 Anderson conveyed the patent to Baylor. Anderson asserted sovereign immunity against Plaintiff’s suit. The trial court denied the plea, and Anderson sought interlocutory relief.
In an opinion by Justice Field, the court of appeals reversed and dismissed the case. The court first consdered whether Plaintiff’s takings claims under art. I, § 17, Texas Constitution. Plaintiff had to plead (1) an intentional act by a governmental entity, (2) that resulted in a taking of property, (3) for public use (citation omitted). Citing a recent dccision on a similar case, Curadev Pharma Pvt. Ltd. v. Univ. of Tex. Southwestern Med. Ctr., 721 S.W.3d 90, 97 (Tex. App.—15th 2025, pet. filed), the court observed that “the Texas Supreme Court has held that when the government acts pursuant to colorable contract rights, it lacks the necessary intent to take under its eminent domain powers and thus retains its immunity from suit.” In that case Southwestern similary contracted with Plaintiff, who had licensed some of its technology to another entity under contract with Southwestern. After Southwestern published something about the technology, Plaintiff sued for misappropriation of trade secrets. The court concluded that because Southwestern acted under its contract with the third party, Plaintiff couldn’t demonstrate that Southwestern hd the intent to take Plaintiff’s property.
The court reached the same conclusion here but upon a more secure factual basis. Unlike in Curadev, Plaintiff had a direct contractual relationship with Anderson, and “Anderson exercised its rights under the contract, rightfully or wrongfully, in terminating the contract.” Consequently, Plaintiff couldn’t show the requisite intent to take his property by eminent domain. Turning to Plaintiff’s breach of contract claim, the court rejected Plaintiff’s argument that Anderson’s conduct was so “egregious” that it shouldn’t be entitled to immunity. As the court pointed out, however, “this waiver-by-conduct theory [] is not a valid theory for defeating sovereign immunity.” [Plaintiff in Curadev made a similar argument with respect to its trade secrets claim.] Absent evidence of legislative waiver, Plaintiff’s breach of contract theory failed. The court reversed the trial court and dismissed the case.
