Plaintiff joined Defendant Segal in forming Genitrix, LLC, an entity designed to commercialize biotechnology concepts through the use of a non-assignable patent rights license for the LLC’s core technology. The Court of Chancery ordered dissolution of the entity because: (1) the members’ vote was deadlocked, as board action required the approval of both classes of LLC stock, which were held by opposing parties in this action, (2) the LLC’s operating agreement did not provide a means to circumvent the deadlock, and (3) there was effectively no business to operate, as the dire financial condition of the company left it destitute. As such, it was not reasonably practicable for the LLC to continue to operate and judicial dissolution was warranted.