We disagree with plaintiff that paragraph 14 of the Distribution Agreement is unambiguous regarding defendant's obligation to pay the additional license fee, and agree with the IAS court that the contract, read as a whole (Williams Press v State of New York, 37 N.Y.2d 434), is susceptible to the interpretation that the additional license fee was to be applied as an offset against plaintiff's obligation to defendant under the promissory notes. Given this ambiguity, extrinsic evidence will be admissible for the purpose of determining the parties' intent, and they should therefore be given an opportunity to conduct disclosure (67 Wall St. Co. v. Franklin Natl. Bank, 37 N.Y.2d 245).
Concur — Milonas, J.P., Wallach, Ross, Asch and Smith, JJ.