Ferndale Laboratories, Inc. v. Schwarz Pharma, Inc.

*644GIBBONS, Circuit Judge.

Ferndale Laboratories (“Ferndale”) and Reed and Carniek (“R & C”), a division of Block Drug Company (“Block”), were parties to a supply agreement by which Fern-dale sold a prescription cream to R & C. The supply contract contained a provision that prohibited either party from assigning the agreement without the prior written consent of the other party. After years of engaging in transactions pursuant to this agreement, Block entered into an asset purchase agreement with Schwarz Pharma, Inc. (“Schwarz”) to sell all of R & C’s assets to Schwarz, including the Ferndale…