United States Court of Appeals For the Seventh Circuit ____________________ No. 23-1888 ZIMMER BIOMET HOLDINGS, INC., Plaintiff-Appellant, v. MARY N. INSALL, as Executrix of the Estate of John N. Insall, Defendant-Appellee. ____________________

Appeal from the United States District Court for the Northern District of Illinois, Eastern Division. No. 1:22-cv-02575 — Lindsay C. Jenkins, Judge. ____________________

ARGUED JANUARY 19, 2024 — DECIDED JULY 12, 2024 ____________________

Before ST. EVE, LEE, and PRYOR, Circuit Judges. LEE, Circuit Judge. Dr. John Insall, an orthopedic surgeon who specialized in knee reconstruction and replacement, de- veloped and obtained a number of valuable foreign and do- mestic patents involving knee replacement devices and ac- coutrements that he licensed to Zimmer Biomet Holdings, Inc. In exchange, Zimmer agreed to pay substantial royalties to In- sall (which, upon his death, Zimmer paid to his Estate). After Insall’s last patent expired in 2018, Zimmer stopped all 2 No. 23-1888 royalty payments, asserting that its obligation under the roy- alty agreement had expired. The parties submitted the dis- pute to arbitration as required by the agreement, and the Es- tate prevailed. Zimmer then asked the district court to vacate the arbitration award, arguing that enforcement of the con- tract would violate public policy. The district court rejected this argument and confirmed the award. We agree and affirm. I. Factual Background As a medical device company, Zimmer manufactures a va- riety of products, including technology used for knee replace- ments. Zimmer joined forces with Insall in 1991 to develop certain knee replacement devices and related appurtenances ultimately sold under the brand name “NexGen.” Under this plan, Insall would develop and secure patents for these de- vices, and Zimmer would pay royalties to Insall for the right to license, market, and sell them. This arrangement was me- morialized in a written agreement in 1991. It required Zimmer to make royalty payments to Insall until “the expiration of the last to expire of the patents licensed hereunder or so long as Product is sold by ZIMMER, whichever is last to occur.” The parties amended the agreement in 1994. Among other things, Insall promised to work exclusively for Zimmer through January 1, 2011. The parties also agreed to expand the scope of the agreement from the particular knee replacement system identified in the 1991 agreement to “the design and development of all components of any future knee system that is developed in whole or in part in the United States and offered as a standard line product for Zimmer.” As for the royalty payments, they were to encompass Insall’s work on “future knee systems” until “the expiration of the last to ex- pire of the Patents licensed hereunder or on January 1, 2011, No. 23-1888 3 whichever is last to occur.” The parties also added an arbitra- tion provision that required all disputes arising out of or re- lated to the agreement to be submitted for binding arbitration. Portions of the agreement were amended again in 1998. Relevant here, the amended agreement provided: The parties acknowledge that … royalties shall be paid at the rate of 1% of Net Sales Price on all sales of the NexGen Knee and all subsequently developed articles, devices or components mar- keted by Zimmer as part of the NexGen Knee family of knee components and not at the rate provided for sales of “future knee systems.” In a previous arbitration between the parties (referred to as the Persona Arbitration, name