Beraha V. Baxter Health Care Corp‪.‬

MANION, Circuit Judge. Invoking the diversity jurisdiction of the federal court, Dan Beraha, M.D., filed suit against Baxter Health Care Corporation ("Baxter") based on an exclusive patent license agreement ("license agreement") between Beraha and Omnis Surgical, Inc. ("Omnis"), a Baxter affiliate that was later merged into Baxter.*fn1 Count I of the Complaint claimed that Baxter violated express and implied obligations of good faith and fair dealing in the license agreement; Count II claimed that Baxter breached a fiduciary obligation under the license agreement; and Count III alleged that Baxter made false representations to Beraha at the time of the license agreement. The district court issued summary judgment in favor of Baxter on all three counts. Beraha appeals, however, only from the district court's summary judgment on Counts I and III. We affirm in part, vacate in part and remand the case to the district court for further proceedings.