orgrctera/legalbenchrag_cuad_qa huggingface dataset:
Question: Consider the Co-Promotion Agreement between Dova Pharmaceuticals, Inc. and Valeant Pharmaceuticals North America LLC; Is there a cap on liability under this contract?
Answer: Notwithstanding the above, the sole remedy of Dova for breach of this Section 4.1.2 shall be (i) the adjustment to the promotion fee as set forth in Section 6.1.2 and (ii) the termination right set out in Section 12.2.2.
NOTWITHSTANDING ANY OTHER PROVISION CONTAINED HEREIN (OTHER THAN AS SET FORTH IN THE SECOND SENTENCE OF THIS SECTION 11.4), IN NO EVENT SHALL DOVA (OR ITS AFFILIATES) OR VALEANT (OR ITS AFFILIATES) BE LIABLE TO THE OTHER OR ANY OF THE OTHER PARTY'S AFFILIATES FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES (INCLUDING LOST PROFITS) SUFFERED OR INCURRED BY SUCH OTHER PARTY OR ITS AFFILIATES THAT ARISE OUT OF OR RELATE TO THIS AGREEMENT OR IN CONNECTION WITH A BREACH OR ALLEGED BREACH OF THIS AGREEMENT, WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, AND REGARDLESS OF ANY NOTICE OF THE POSSIBILITY OF SUCH DAMAGES.
Question: Consider the License and Hosting Agreement between Corio Inc. and Changepoint, Inc.; What are the audit rights under this contract?
Answer: Such books and records shall be kept for at least three (3)          years following the end of the calendar month to which they pertain,          and shall be open for inspection by an independent certified public          accountant reasonably acceptable to Corio, and made subject to Corio's          standard non-disclosure agreement, for the sole purpose of verifying          the amounts payable to Changepoint under this Agreement.
In addition,          if any such inspection reveals an underpayment of more than five          percent (5%) for the period under audit, Corio shall reimburse          Changepoint for the reasonable cost of the examination.
Changepoint's independent certified auditors will have the right,       exercisable not more than once every twelve (12) months, to inspect upon       reasonable notice and during End User's regular business hours, End User's       relevant records to verify End User's compliance with the terms of this       Agreement and/or Changepoint's compliance with its obligations to       Changepoint.
Question: Consider the Collaboration Agreement for Development and Supply of Biosuperior Monoclonal Antibodies between Xencor, Inc. and Boehringer Ingelheim International GmbH; Does this contract include an exclusivity agreement?
Answer: Subject to XENCOR's adherence to the obligations under this Agreement, BII hereby grants XENCOR a worldwide, irrevocable, exclusive, sublicensable and royalty free license to use the Process and all reasonably necessary related BII Confidential Information and Know- How, BII Technology and BII Intellectual Property for the sole purpose of making and having made the Product; provided that such license shall become effective only upon complete payment of the Technology Access Fee, as applicable.
Question: Consider the Co-Promotion Agreement between Dova Pharmaceuticals, Inc. and Valeant Pharmaceuticals North America LLC; Is there uncapped liability under this contract?
Answer: THE FOREGOING SENTENCE SHALL NOT LIMIT (1) THE OBLIGATIONS OF EITHER PARTY TO INDEMNIFY THE OTHER PARTY FROM AND AGAINST THIRD PARTY CLAIMS UNDER SECTION 11.1 OR 11.2, AS APPLICABLE, OR (2) DAMAGES AVAILABLE FOR A PARTY'S BREACH OF THE CONFIDENTIALITY AND NON-USE OBLIGATIONS IN ARTICLE 9.
Question: Consider the Collaboration Agreement between Astellas Pharma Inc. and FibroGen, Inc. for Development of Anemia Treatments; What is the expiration date of this contract?
Answer: This Agreement shall become effective as of the Effective Date and, shall continue in full force and effect until terminated pursuant to this Article 18.
Question: Consider the Business Development Agreement between Liquidmetal Technologies, Inc. and Eutectix, LLC for Amorphous Alloy Collaboration; Is there an anti-assignment clause in this contract?
Answer: Neither this Agreement nor any rights or obligations hereunder shall be transferred or assigned by either Party without the written consent of the other Party, which consent shall not be unreasonably withheld; provided, however, that Liquidmetal shall have the right, without the prior written consent of Eutectix, to assign its warranty rights and other rights hereunder with respect to specific Liquidmetal Products to the Customers of such Liquidmetal Products.
Question: Consider the Collaboration Agreement for Development and Supply of Biosuperior Monoclonal Antibodies between Xencor, Inc. and Boehringer Ingelheim International GmbH; Are there any exceptions to competitive restrictions in this contract?
Answer: The Parties acknowledge that nothing in this Agreement shall limit or restrict XENCOR, itself or with or through any third party, from developing and using any process (except for the Process) for the manufacture of any of its products, including the Product, provided that no BII Confidential Information and Know-How is used and XENCOR adheres to its confidentiality and non-use obligations hereunder and complies with the ownership of intellectual property and Improvements as set forth in Section 8 below.
Question: Consider the Co-Promotion Agreement between Dova Pharmaceuticals, Inc. and Valeant Pharmaceuticals North America LLC; Does the licensee's affiliates have any licensing rights under this contract?
Answer: [***], Valeant hereby grants to Dova a fully paid-up, royalty free, non-transferable, non- exclusive license (with a limited right to sub-license to its Affiliates) to any Valeant Property that appears on, embodied on or contained in the Product materials or Product Labeling solely for use in connection with Dova's promotion or other commercialization of the Product in the Territory.
Question: Consider the Cooperation Agreement between e.l.f. Beauty, Inc. and Marathon Partners; Is there an anti-assignment clause in this contract?
Answer: This Agreement may not be assigned without the prior written consent of the other Party hereto.
Question: Consider the License and Hosting Agreement between Corio Inc. and Changepoint, Inc.; Are there any services to be provided after the termination of this contract?
Answer: Subject to Corio's payment of the Software support and          maintenance fee as set forth in this Section 2.5, Changepoint's          Software Support and Maintenance obligation with respect to Software          distributed by Corio pursuant to this Section 2.5 shall continue after          termination or expiration of this Agreement with respect to all          Software Users granted access to the Software prior to termination or          expiration of this Agreement, for the remaining duration of each such          Software Users' rights to use the Software pursuant to agreements          between Corio and its Customers.
Subject to          Corio's payment of the Software revenue sharing fees as set forth in          EXHIBIT B hereto and the Software Support and Maintenance fee as          provided in Section 2.5 of this Agreement, Changepoint's Software          Support and Maintenance obligation shall continue after termination or          expiration of this Agreement with respect to all Software Users granted          access to the Software prior to termination or expiration of this          Agreement for the remaining duration of each such Software Users'          rights to use the Software pursuant to agreements between Corio and its          Customers.
Question: Consider the Business Development Agreement between Liquidmetal Technologies, Inc. and Eutectix, LLC for Amorphous Alloy Collaboration; Does this contract include any right of first refusal, right of first offer, or right of first negotiation?
Answer: Upon expiration or termination of this Agreement for any reason, Eutectix shall have the option to purchase some or all of the Licensed Equipment at fair market value, less any amounts owed to Eutectix by Liquidmetal, except the equipment listed under Section 2.1(b) above. The following additional terms shall apply to Eutectix's exercise of this option: (a) Eutectix's option hereunder shall be exercisable by providing Liquidmetal with written notice of its intention to exercise its chosen option no later than the effective date of termination. Such notice shall include a description of the assets Eutectix will purchase (the "Optioned Assets"). (b) In the event that Eutectix and Liquidmetal cannot agree to a fair market value for the Optioned Assets, then the fair market value shall be determined by an independent third-party appraisal. Eutectix and Liquidmetal shall each select one independent, qualified appraiser, and the two so selected shall select a third appraiser, all three to independently from one another determine the fair market value of the Optioned Assets. The purchase price shall be the mean of the fair market values as determined by the three appraisers. (c) The closing for the purchase of the Optioned Assets will take place no later than sixty (60) days after the termination, unless the Parties cannot agree on the price, in which case, closing will take place no later than sixty (60) days after the three independent appraisals have been received. Eutectix will pay the purchase price in full at the closing. Liquidmetal must sign all documents of assignment and transfer as are reasonably necessary for purchase of the Optioned Assets by Liquidmetal. (d) In the event that Eutectix does not exercise its right to purchase the Optioned Assets as set forth above, Liquidmetal will be free to keep or to sell, after such termination to any third party, all of the Optioned Assets and shall be responsible for timely removing equipment not purchased by Eutectix at Liquidmetal's own expense. In the event Liquidmetal fails to timely remove such Optioned Assets, in light of the periods for continued operation in Section 5.4(b)(ii) and closing in Section 5.5(c), Eutectix may dispose of them, at Liquidmetal's cost, with no liability to Eutectix.
Question: Consider the Collaboration Agreement for Development and Supply of Biosuperior Monoclonal Antibodies between Xencor, Inc. and Boehringer Ingelheim International GmbH; What is the governing law for this contract?
Answer: This Agreement shall be exclusively governed by and construed in accordance with the laws of the State of New York, USA without regard to its conflict of laws provisions.
Question: Consider the License and Hosting Agreement between Corio Inc. and Changepoint, Inc.; Are any of the licenses granted under this contract irrevocable or perpetual?
Answer: Subject to the terms and conditions of this          Agreement, Changepoint hereby grants to Corio a fee-bearing,          irrevocable, nonexclusive, nontransferable (except in accordance with          Section 14.1 of this Agreement) license in the Territory to (i)          reproduce the Software in machine executable object code format only          for installation on the Corio Servers; (ii) install multiple copies of          the Software on Corio's Servers which will be made remotely accessible          to Corio's Customers for their internal business purposes, (iii) permit          limited access to and use of the Software by Customers through Corio          Servers solely for such Customer's internal business purposes; (iv)          sublicense an unlimited number of Customers to access and use the          Software only through the installation on Corio Servers solely for such          Customer's internal business purposes; and (v) use Changepoint's tools          and utilities, if any, subject to any restrictions placed on the          Changepoint by third party software providers and payment of any          applicable fees required by such third parties, to configure, integrate          and manage the Software.
Subject to the provisions of this Agreement including the provisions of Article 8, Changepoint hereby grants to Customer and Customer hereby accepts from Changepoint the perpetual, personal, non-transferable and non-exclusive Software Licenses to use the Licensed Software for Customer's internal business purposes.
Question: Consider the Cooperation Agreement between e.l.f. Beauty, Inc. and Marathon Partners; Is there a non-disparagement clause in this contract?
Answer: Subject to applicable law, the Company, on the one hand, and each of the Marathon Parties on the other hand, covenants and agrees that, during the Support Period or if earlier, until such time as the other Party or any of its or her officers, directors, employees, subsidiaries, Affiliates, Associates, agents, attorneys or other representatives (collectively, the "Representatives") shall have breached this section, neither it nor any of its respective Representatives acting, directly or indirectly, at its direction or on its behalf, shall in any way publicly (including by any communication with other investors or prospective investors in the Company where such communications could reasonably be expected to be made public or trigger a public disclosure obligation, with securities analysts or any member of traditional or digital media) criticize, disparage, call into disrepute or otherwise defame or slander the other Party or such other Party's Representatives (including any current officer or director of a Party or a Party's subsidiaries who no longer serves in such capacity at any time following the execution of this Agreement), or any of their businesses, products or services, in any manner that would reasonably be expected to damage the business or reputation of such other Party.
Question: Consider the Business Development Agreement between Liquidmetal Technologies, Inc. and Eutectix, LLC for Amorphous Alloy Collaboration; Can this contract be terminated for convenience, and under what conditions?
Answer: Either Party may terminate this Agreement for any reason upon providing 180 days prior written notice to the other Party prior to the expiration of the then-current term or unless sooner terminated in accordance with the terms of this Agreement.
Question: Consider the Collaboration Agreement for Development and Supply of Biosuperior Monoclonal Antibodies between Xencor, Inc. and Boehringer Ingelheim International GmbH; What is the expiration date of this contract?
Answer: This Agreement shall take effect as of the Effective Date and shall expire upon completion of the Project as set forth in the Project Plan and after payment of all payments due and payable according to this Agreement, unless terminated earlier in accordance with this Agreement.
Question: Consider the Co-Promotion Agreement between Dova Pharmaceuticals, Inc. and Valeant Pharmaceuticals North America LLC; Are the licenses granted under this contract non-transferable?
Answer: Except to Affiliates of Valeant, Valeant's rights and obligations under this Section 2.1 are non-transferable, non-assignable, and non-delegable.
[***], Valeant hereby grants to Dova a fully paid-up, royalty free, non-transferable, non- exclusive license (with a limited right to sub-license to its Affiliates) to any Valeant Property that appears on, embodied on or contained in the Product materials or Product Labeling solely for use in connection with Dova's promotion or other commercialization of the Product in the Territory.
Question: Consider the License and Hosting Agreement between Corio Inc. and Changepoint, Inc.; Does this contract include an unlimited or all-you-can-eat license?
Answer: Subject to the terms and conditions of this          Agreement, Changepoint hereby grants to Corio a fee-bearing,          irrevocable, nonexclusive, nontransferable (except in accordance with          Section 14.1 of this Agreement) license in the Territory to (i)          reproduce the Software in machine executable object code format only          for installation on the Corio Servers; (ii) install multiple copies of          the Software on Corio's Servers which will be made remotely accessible          to Corio's Customers for their internal business purposes, (iii) permit          limited access to and use of the Software by Customers through Corio          Servers solely for such Customer's internal business purposes; (iv)          sublicense an unlimited number of Customers to access and use the          Software only through the installation on Corio Servers solely for such          Customer's internal business purposes; and (v) use Changepoint's tools          and utilities, if any, subject to any restrictions placed on the          Changepoint by third party software providers and payment of any          applicable fees required by such third parties, to configure, integrate          and manage the Software.
Changepoint grants to Corio a nonexclusive, nontransferable (except in          accordance with Section 14.1 of this Agreement), royalty-free, fully





         paid-up license to install and use the Software, Documentation, and          Software tools and utilities if any, for an unlimited number of Corio          users, subject to any restrictions placed on the Changepoint by third          party software providers and payment of any applicable fees required by          such third parties, in machine executable object code for Corio's          internal business purposes.
The Components of the CHANGEPOINT Software which are licensed to          Customer hereunder are the following: CHANGEPOINT, SQL edition, version          5.2, for an unlimited number of users, including the following modules:          - Service Delivery Management          - Project and Resource Management          - Customer Relationship Management
The utilization rights of Customer are as follows:

         (a)  Customer is granted an unlimited number of Client Access Licenses.               Each Client Access License entitles Customer to receive one (1)               Enable Code from Changepoint which will enable Customer to have               one (1) user use the Licensed Materials.

         (b)  Customer may install Licensed Software on one or more computer               servers as it desires.
Question: Consider the Cooperation Agreement between e.l.f. Beauty, Inc. and Marathon Partners; What is the governing law for this contract?
Answer: This Agreement shall be governed by and construed in accordance with the internal laws of the State of Delaware applicable to agreements made and to be performed within that state, without giving effect to any law or principals of law that would result in the application of the laws of any other jurisdiction.
Question: Consider the Business Development Agreement between Liquidmetal Technologies, Inc. and Eutectix, LLC for Amorphous Alloy Collaboration; What is the governing law for this contract?
Answer: This Agreement, the legal relations between the parties, and any action, whether contractual or non-contractual, instituted by any party with respect to matters arising under or growing out of or in connection with or in respect of this Agreement shall be governed by and construed in accordance with the internal laws of the State of Arizona (U.S.A.), excluding any choice of law rules that may direct the application of the laws of another jurisdiction, and except that questions affecting the construction and effect of any Patent shall be determined by the law of the country in which the Patent has been granted.
Question: Consider the Business Development Agreement between Liquidmetal Technologies, Inc. and Eutectix, LLC for Amorphous Alloy Collaboration; Is there a most favored nation clause in this contract?
Answer: Eutectix agrees that in the event any Licensed Products shall be sold (1) to any Affiliate (as defined herein), or (2) to a corporation, firm, or association with which, or individual with whom Eutectix or its stockholders or Affiliates shall have any agreement, understanding, or arrangement (such as, among other things, an option to purchase stock, or an arrangement involving a division of profits or special rebates or allowances) without which agreement, understanding, or arrangement, prices paid by such a corporation, firm, association or individual for the Licensed Products would be higher than the Net Sales Price reported by Eutectix, or if such agreement, understanding, or arrangement results in extending to such corporation, firm, association, or individual lower prices for Licensed Products than those charged to outside concerns buying similar products in similar amounts and under similar conditions, then, and in any such events, the royalties to be paid hereunder in respect of such Licensed Products shall be computed based on an assumed or deemed Net Sales Price equal to those charged to such outside concerns.
Question: Consider the Co-Promotion Agreement between Dova Pharmaceuticals, Inc. and Valeant Pharmaceuticals North America LLC; What licenses are granted under this contract?
Answer: During the Term, subject to the terms and conditions of this Agreement, Dova hereby grants to Valeant the right, on a co-exclusive basis (solely with Dova and its Affiliates), to Detail and promote the Product in the Specialty in the Territory in the Field, and to conduct the Valeant Activities and the activities of the institutional account management team (pursuant to and subject to the terms of Section 4.1.5) for the Product in the Territory in the Field in accordance with the terms and conditions of this Agreement.
Valeant shall have the non-exclusive right to use the Dova Trademarks and Copyrights solely on Product Materials in order to perform the Valeant Activities and solely in accordance with the terms and conditions of this Agreement.
[***], Valeant hereby grants to Dova a fully paid-up, royalty free, non-transferable, non- exclusive license (with a limited right to sub-license to its Affiliates) to any Valeant Property that appears on, embodied on or contained in the Product materials or Product Labeling solely for use in connection with Dova's promotion or other commercialization of the Product in the Territory.
Question: Consider the Co-Promotion Agreement between Dova Pharmaceuticals, Inc. and Valeant Pharmaceuticals North America LLC; How is intellectual property ownership assigned in this contract?
Answer: As between the Parties, Dova shall own all right, title and interest in and to any Product Materials (and all content contained therein) and any Product Labeling (and all content contained therein), including applicable copyrights and trademarks (other than any name, trademark, trade name or logo of Valeant or its Affiliates that may appear on such Product materials or Product Labeling), and to the extent Valeant (or any of its Affiliates) obtains or otherwise has a claim to any of the foregoing, Valeant hereby assigns (and shall cause any applicable Affiliate to assign) all of its right, title and interest in and to such Product Materials (and content) and Product Labeling (and content) (other than any name, trademark, trade name or logo of Valeant or its Affiliates that may appear on such Product materials or Product Labeling) to Dova and Valeant agrees to (and shall cause its applicable Affiliate to) execute all documents and take all actions as are reasonably requested by Dova to vest title to such Product Materials (and content) and Product Labeling (and content) in Dova (or its designated Affiliate).
Valeant agrees to assign, and hereby does assign, to Dova (and shall cause its Affiliates and its and their respective employees and other representatives to assign to Dova) any and all right, title and interest that Valeant (or any such Affiliates, employees or other representatives) may have in or to any Invention.
The ownership, and all goodwill from the use, of any Dova Trademarks and Copyrights shall at all times vest in and inure to the benefit of Dova, and Valeant shall assign, and hereby does assign, any rights it may have in the foregoing to Dova.