OPINION
STRINE, Vice Chancellor.
Plaintiff Edward S. Beneville, Jr. has filed this derivative action, in which he alleges that two of the then-directors of CARNET Holding Corporation, defendants Michael York and Eli Dabich, Jr., breached their fiduciary duties as directors of CARNET. York and Dabich, the complaint asserts, caused CARNET to enter into a technology licensing and marketing agreement (the "Marketing Agreement") with a subsidiary of another corporation...
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