orgrctera/legalbenchrag_cuad_qa huggingface dataset:
Question: Consider the Supply Agreement between MediWound Ltd. and Vericel Corporation; What are the audit rights under this contract?
Answer: MediWound shall make such records and data available for Vericel's review on Vericel's reasonable request as mutually agreed by the Parties.
Vericel shall have the right from time to time during the Term of this Agreement, but not more than [***] (unless (i) otherwise agreed between the Parties or (ii) if Section 3.4(b) below applies) during normal business hours and upon not less than [***] prior notice (unless Section 3.4(b)(iv) applies), to enter and inspect any Facility and any related utilities and/or services used in Manufacturing Product in order to carry out a cGMP quality and compliance audit of those parts of the Facility involved in or which could have any impact on Manufacture of such Product (including those used for storing, warehousing and/or testing and utilities), including for the purpose of confirming that no types of product which could reasonably be expected to impact the quality of the Product are being manufactured on site in deviation of cGMP.
In addition to the rights set out in Section 3.4(a), where (i) any audit carried out in accordance with this Section 3.4 has identified any breach of this Agreement, (ii) Vericel has a reasonable basis to suspect a breach of this Agreement, (iii) any previous audit carried out in accordance with this Section 3.4 has identified any major or critical findings, or (iv) if such audit is in response to or following an audit from a regulatory agency, and such audit resulted in a 483 or equivalent citation, then Vericel shall have the right to carry out, upon reasonable prior notice and during normal business hours, follow up compliance audit(s).
MediWound shall use commercially reasonable efforts to procure the right for Vericel to have the same inspection rights described in this Section 3.4 at the premises of any such subcontractor, and if unable to procure such rights, shall carry out such audits itself and shall report its non-confidential findings to Vericel.
Question: Consider the Exclusive License and Product Development Agreement between Eton Pharmaceuticals, Inc. and Aucta Pharmaceuticals, Inc.; Does this contract include any revenue or profit-sharing arrangements?
Answer: ETON shall pay to Aucta a royalty payment of [ * * * ] of Net Sales of the Products.
Aucta should continue to receive 15% of Net Sales Royalty for as long as ETON is selling the Product(s) in the Territory, unless otherwise agreed to under this Agreement.
Question: Consider the Distributor Agreement between Co-Diagnostics, Inc. and PreCheck Health Services, Inc. for qPCR Infectious Disease Kits; Are there any services to be provided after the termination of this contract?
Answer: In the event of termination, the Distributor shall be entitled to receive all orders accepted by the Principal prior to the date of termination and may sell the ordered Products in the Territory.
Question: Consider the Joint Venture Agreement between Tate & Lyle Fermentation Products Ltd. and Igene Biotechnology, Inc. for Astaxanthin Production; What are the audit rights under this contract?
Answer: From time to time, each Party shall have the right to have its own internal or external auditors review the books and records of the Joint Venture.
Question: Consider the Supply Agreement between MediWound Ltd. and Vericel Corporation; Are there any services to be provided after the termination of this contract?
Answer: In addition, upon the expiration or earlier termination of this Agreement:

(a) if Vericel terminates the Agreement for breach or MediWound terminates in accordance with Section 8.5, Vericel shall have the option of [***]

(b) Vericel shall pay to MediWound: (i) all amounts outstanding and remaining to be paid for Product supplied prior to such expiration or termination or under any other obligation under the Agreement; (ii) all amounts for Product in the Binding Forecasts and Binding Orders prior to the expiration or termination, provided that MediWound delivers such Product in accordance with the terms of this Agreement; (iii) all amounts representing the purchase by MediWound of Materials in reliance upon the Binding Forecasts and Binding Orders (if MediWound is unable to cancel (without incurring any costs) or otherwise use such Materials); and (iv) all amounts representing remaining inventory of Product and all Product work in process undertaken in accordance with the Binding Forecasts or Binding Orders or undertaken otherwise in accordance with the terms of this Agreement.
Question: Consider the Exclusive Distributor Agreement between LifeUSA/Envision Health, Inc. and Sierra Mountain Minerals, Inc. for SierraSil Product; What is the governing law for this contract?
Answer: This Agreement is deemed to have been entered into  in the State          of Colorado,  and its  interpretation,  construction,  and the remedies          for its  enforcement  or breach  are to be applied  pursuant  to and in          accordance with the laws of the State of Colorado.
Question: Consider the Joint Venture Agreement between Tate & Lyle Fermentation Products Ltd. and Igene Biotechnology, Inc. for Astaxanthin Production; How is intellectual property ownership assigned in this contract?
Answer: Subject to the terms and conditions of this Agreement, Igene shall transfer and assign, or cause to be transferred and assigned,





to the Operating Company the Transferred Assets described in Appendix 3.2.
Question: Consider the Transfer and Servicing Agreement among Verizon Owner Trust 2020-A, Verizon ABS LLC, and Cellco Partnership d/b/a Verizon Wireless; Are there any third-party beneficiaries designated in this contract?
Answer: The Owner Trustee and the Indenture Trustee, for the benefit of the Secured Parties, will be third-party beneficiaries of this Agreement and may enforce this Agreement against the Depositor and the Servicer.
Question: Consider the Supply Agreement between MediWound Ltd. and Vericel Corporation; Are any of the licenses granted under this contract irrevocable or perpetual?
Answer: Following expiration of the Royalty Term (as defined in the License Agreement) for any Licensed Product in a given country, the license granted to Vericel under Section 9.1 of this Agreement with respect to such Licensed Product in such country shall automatically become fully paid-up, perpetual, irrevocable and royalty-free.
Question: Consider the Distributor Agreement between Co-Diagnostics, Inc. and PreCheck Health Services, Inc. for qPCR Infectious Disease Kits; Is there an anti-assignment clause in this contract?
Answer: This Agreement shall not be assigned by the Distributor without the prior written consent of the Principal.
Question: Consider the Exclusive License and Product Development Agreement between Eton Pharmaceuticals, Inc. and Aucta Pharmaceuticals, Inc.; Is there an anti-assignment clause in this contract?
Answer: The Parties shall not assign, encumber or otherwise transfer this Agreement or any part of it to any Third Party, without the prior written consent of the other Party.
Question: Consider the Exclusive Distributor Agreement between LifeUSA/Envision Health, Inc. and Sierra Mountain Minerals, Inc. for SierraSil Product; What is the notice period required to terminate the renewal?
Answer: The  term of this  Agreement  shall  be two (2)  years  from the          Effective  Date with  automatic  annual  renewals  thereafter  provided          either  party does not provide  sixty (60) days  notice of  termination          prior to the renewal date or the Agreement is not otherwise  terminated          as set forth in Section 8.
Question: Consider the Joint Venture Agreement between Tate & Lyle Fermentation Products Ltd. and Igene Biotechnology, Inc. for Astaxanthin Production; Is there a minimum commitment required under this contract?
Answer: Upon the entering into of the agreements referred to in Articles 3.5 and 3.6, the Operating Company shall capitalize the Manufacturing Company through the contribution of equity received by it from T&L pursuant to Article 3.1 in an amount equal to at least $21,614,000.
Subject to the provisions of Article 6.1, the Operating Company shall annually declare and pay by March 15 a distribution to each Party equal to the larger of the two estimated annual tax liabilities as reflected on the approved Party Tax Estimates (the "Minimum Distribution").
Question: Consider the Distributor Agreement between Co-Diagnostics, Inc. and PreCheck Health Services, Inc. for qPCR Infectious Disease Kits; Can this contract be terminated for convenience, and under what conditions?
Answer: This Agreement shall be in effect until March 18. 2021, unless sooner terminated by either party upon (30) days written notice, without cause.
Question: Consider the Transfer and Servicing Agreement among Verizon Owner Trust 2020-A, Verizon ABS LLC, and Cellco Partnership d/b/a Verizon Wireless; Is there a cap on liability under this contract?
Answer: The sole remedy of the Issuer, the Indenture Trustee, the Owner Trustee, and the Secured Parties for any extension, modification, amendment, cancellation or waiver of a Receivable or any terms thereof under Section 3.2(b) or a breach of the covenants made by the Servicer in Section 3.2(c) or (d) is the Servicer's acquisition of the Receivables, as described under this Section 3.3.
Question: Consider the Exclusive License and Product Development Agreement between Eton Pharmaceuticals, Inc. and Aucta Pharmaceuticals, Inc.; What happens in the event of a change of control of one of the parties in this contract?
Answer: Notwithstanding the foregoing, each Party may assign the rights and obligations under this Agreement in whole, without consent of the other Party, to a Third Party or Affiliate in connection with the transfer or sale of all or substantially all of its business or in the event of a merger, consolidation or change in control provided that the assignee assumes in writing and becomes directly obligated to the other Party to perform all of the obligations of assignor under this Agreement.
Question: Consider the Supply Agreement between MediWound Ltd. and Vericel Corporation; Are the licenses granted under this contract non-transferable?
Answer: Subject to the terms herein, MediWound hereby grants to Vericel a non-exclusive, sublicensable (subject to Section 4.2 of the License Agreement) license under the MediWound Technology and MediWound's interest in the Joint Technology, to Manufacture and have Manufactured Licensed Products in the Territory for use in the Field in the Territory.
MediWound hereby grants to Vericel an exclusive (even as to MediWound), sublicensable, royalty- free, fully paid-up, license in the Territory to use the Licensed Trademarks (as defined in the License Agreement) and a non- exclusive, sublicensable, royalty-free, fully paid-up, license to use the MediWound name and trademark, in
Question: Consider the Distributor Agreement between Co-Diagnostics, Inc. and PreCheck Health Services, Inc. for qPCR Infectious Disease Kits; Is there a non-compete clause in this contract?
Answer: Unless accepted by the Principal, the Distributor agrees that during the term of this Agreement, the Distributor, either directly or indirectly, shall handle no products that are competitive with the Products within the Territory.
Question: Consider the Joint Venture Agreement between Tate & Lyle Fermentation Products Ltd. and Igene Biotechnology, Inc. for Astaxanthin Production; Is there an anti-assignment clause in this contract?
Answer: Except as permitted pursuant to Article 13.1 hereof, neither Party shall assign or transfer this Agreement, or any and all related rights and obligations in the Joint Venture or all rights and all obligations in any related agreements, without the prior written consent of the other Party, which consent may not be unreasonably withheld or delayed; provided, however, any Party may assign any or all of its interests in this Agreement or the Operating Company to a wholly-owned subsidiary (which shall at all times remain a wholly-owned subsidiary, and such subsidiary may be a partnership, limited liability company, or corporation) or commonly-owned affiliate of Igene or T&L, as the case may be, provided that the ultimate parent company (e.g. Igene or T&L, as the case may be) shall guarantee such subsidiary's or affiliate's performance hereunder.
Question: Consider the Exclusive Distributor Agreement between LifeUSA/Envision Health, Inc. and Sierra Mountain Minerals, Inc. for SierraSil Product; What is the renewal term for this contract?
Answer: The  term of this  Agreement  shall  be two (2)  years  from the          Effective  Date with  automatic  annual  renewals  thereafter  provided          either  party does not provide  sixty (60) days  notice of  termination          prior to the renewal date or the Agreement is not otherwise  terminated          as set forth in Section 8.
Question: Consider the Exclusive License and Product Development Agreement between Eton Pharmaceuticals, Inc. and Aucta Pharmaceuticals, Inc.; Can this contract be terminated for convenience, and under what conditions?
Answer: ETON has the right to terminate this Agreement after approval of the Dossier or marketing application for the Product (or added new product), at its sole discretion, upon providing one hundred eighty (180) days' written notice to Aucta.
Question: Consider the Transfer and Servicing Agreement among Verizon Owner Trust 2020-A, Verizon ABS LLC, and Cellco Partnership d/b/a Verizon Wireless; What are the audit rights under this contract?
Answer: Upon reasonable request not more than once during any calendar year, and with reasonable notice, the Servicer will give the Issuer, the Depositor, the Parent Support Provider, the Administrator, the Owner Trustee and the Indenture Trustee (or their representatives) access to the records and documents to conduct a review of the Servicer's performance under this Agreement.
The Custodian will give the Servicer access to the Receivable Files and, on request of the Servicer, the Custodian will promptly release any document in the Receivable Files to the Servicer for purposes of servicing the Receivables. The Custodian will give the Depositor, the Issuer and the Indenture Trustee access to the Receivable Files and the receivables systems to conduct a review of the Receivables. Any access or review will be conducted at the Custodian's offices during normal business hours at a time reasonably convenient to the Custodian in a manner that will minimize disruption of its business operations.
Question: Consider the Supply Agreement between MediWound Ltd. and Vericel Corporation; Does this contract include any volume restrictions?
Answer: The Parties agree and acknowledge that, as of the Effective Date, MediWound's current Facility can fill orders from Vericel for use in the Territory up to [***] of Intermediate Drug Product, whether provided in that form or in the form of the equivalent amount of Finished Product within a calendar year ("Maximum Capacity").
If a Purchase Order contains quantities of Products in excess of the quantity of such Product forecasted for such quarter (as was set forth at the Rolling Forecast submitted immediately prior to the beginning of such Calendar Year) by an amount greater than [***] of the Binding Forecast ("Excess Amount"), MediWound will accept the Purchase Order up to, but not including the Excess Amount which in any event will not exceed the Maximum Capacity.
The remaining shelf-life for each Product for the Territory shall be at least [***] of the FDA approved shelf-life of such Product, as measured from the time of delivery of such Product to Vericel (the "Minimum Shelf Life").
Question: Consider the Exclusive Distributor Agreement between LifeUSA/Envision Health, Inc. and Sierra Mountain Minerals, Inc. for SierraSil Product; What is the expiration date of this contract?
Answer: The  term of this  Agreement  shall  be two (2)  years  from the          Effective  Date with  automatic  annual  renewals  thereafter  provided          either  party does not provide  sixty (60) days  notice of  termination          prior to the renewal date or the Agreement is not otherwise  terminated          as set forth in Section 8.
Question: Consider the Distributor Agreement between Co-Diagnostics, Inc. and PreCheck Health Services, Inc. for qPCR Infectious Disease Kits; What is the governing law for this contract?
Answer: This Agreement shall be construed in accordance with and governed by the laws of the State of Texas without regard to principles of conflicts of laws.
Question: Consider the Joint Venture Agreement between Tate & Lyle Fermentation Products Ltd. and Igene Biotechnology, Inc. for Astaxanthin Production; Does this contract include any right of first refusal, right of first offer, or right of first negotiation?
Answer: If, after the date of this Agreement and continuing as long as either Party is a partner, member, or shareholder of the Operating Company, such Party or any of its Affiliates receives or discovers any opportunity to use Astaxanthin as a Neutraceutical (a "Neutraceutical Opportunity"), including without limitation developing or completing the development of, or discovering, or acquiring proprietary rights over, a product or process that involves the use of Astaxanthin as a Neutraceutical, such Party shall (or shall cause its Affiliate to) present such opportunity to the Operating Company, providing the Operating Company with such narrative description and budgetary and other information as such Party (or its Affiliates) may have generated or gathered to the extent necessary to evaluate such Neutraceutical Opportunity.
If, after the date of this Agreement and continuing as long as a Party is a partner, member, or shareholder of the Operating Company, the Joint Venture develops or completes the development of, or discovers, or acquires proprietary rights over, a process or product which at, or after, the time of its development, discovery or acquisition has, or might have, some application outside of the Field of Agreement, then the appropriate entity of the Joint Venture shall offer to license the use of the process or product (or the production thereof) for such application to each of the Parties on reasonable commercial terms (including, without limitation, the possible payment of royalties at market rates) taking into account the time and money spent by the Joint Venture and taking into account other relevant commercial factors.
If either Party has received a Third Party Offer that it intends to accept (the "Offer"), such Party (the "Selling Party") shall notify the other Party (the "Offeree") of the Offer, which notice shall include a copy of the Offer and any other information necessary to enable the Offeree to evaluate reasonably the Offer and the potential purchaser. The Offeree shall have thirty (30) days after receipt of the notice from the Selling Party (the "Option Period") to elect either (i) to purchase the Selling Party's interest in the Operating Company or (ii) to sell the Offeree's interest in the Operating Company to the Selling Party, in either case on the same terms and conditions as those contained in the Offer.
Question: Consider the Transfer and Servicing Agreement among Verizon Owner Trust 2020-A, Verizon ABS LLC, and Cellco Partnership d/b/a Verizon Wireless; Are there any services to be provided after the termination of this contract?
Answer: If the Servicer resigns under Section 7.1, it will continue to perform its obligations as Servicer under this Agreement until the earlier to occur of (a) a Successor Servicer accepting its engagement as Servicer under Section 7.4 or (b) the date the Servicer is legally unable to act as Servicer.
On its resignation or termination, the Servicer will cooperate with the Issuer, the Owner Trustee, the Indenture Trustee and the Successor Servicer in effecting (i) the termination of its rights and obligations under this Agreement and (ii) an orderly transition of such rights and obligations to the Successor Servicer.
Question: Consider the Exclusive License and Product Development Agreement between Eton Pharmaceuticals, Inc. and Aucta Pharmaceuticals, Inc.; Does this contract include an exclusivity agreement?
Answer: Aucta, for itself and its Affiliates, hereby grants to ETON in accordance with the terms and conditions of this Agreement, an exclusive (even as to and against Aucta in the Territory) right and license, including the right to sublicense, to the Products (or any components thereof), Dossiers, and all current and future Aucta Background Intellectual Property that is owned or controlled by Aucta or its Affiliates for ETON to develop, manufacture, import, use, promote, distribute, market, advertise, offer for sale or sell (collectively, "Market") the Products in and for the Territory.
Question: Consider the Supply Agreement between MediWound Ltd. and Vericel Corporation; Is there a minimum commitment required under this contract?
Answer: If MediWound fails to respond to a Purchase Order that is consistent with the Binding Forecast within [***] after receiving it, Vericel will, within [***] thereafter, confirm with MediWound that such Purchase Order was received by MediWound, and if such Purchase Order is consistent with the Binding Forecast and was properly submitted by Vericel in accordance with this Section 2.8(b), MediWound shall be deemed to have accepted such Purchase Order ("Binding Order") as of the date of MediWound's receipt of such Purchase Order.
In each Calendar Year following Vericel's submission of the first Rolling Forecast, Vericel shall issue Purchase Orders for at least [***] of the quantities of each Product set forth in the current Calendar Year of the Rolling Forecast (as was set forth at the Rolling Forecast submitted immediately prior to the beginning of such Calendar Year).
To the extent that a delivery is less than [***] but at least [***] of the amount set out on the relevant Purchase Order, Vericel shall accept such delivery and shall be entitled, (A) where commercially reasonable for Vericel, to vary the delivery date agreed between Vericel and MediWound in accordance with Section 2.8 for the immediately following shipment(s) of the applicable Product due to the acceptance of such delivery, and (B) to increase subsequent Purchase Orders with the applicable shortage quantities.
Question: Consider the Exclusive Distributor Agreement between IMRS Operations Inc. and Delteq Pte Ltd.; What is the duration of any warranties provided in this contract?
Answer: For ninety (90) days after delivery of a Product to Distributor, Developer warrants that media upon which the Products are delivered shall be of good quality and workmanship.
Question: Consider the Joint Venture Agreement between Tate & Lyle Fermentation Products Ltd. and Igene Biotechnology, Inc. for Astaxanthin Production; Does this contract include an exclusivity agreement?
Answer: If, after the date of this Agreement and continuing as long as either Party is a partner, member, or shareholder of the Operating Company, such Party or any of its Affiliates receives or discovers any opportunity within the Field of Agreement, including without limitation developing or completing the development of, or discovering, or acquiring proprietary rights over, a product or process that falls within the Field of Agreement, the Operating Company then shall have exclusive rights to exploit such opportunity, but only within the Field of Agreement.
If the Board elects to pursue such Neutraceutical Opportunity, the Operating Company then shall have exclusive rights to exploit such Neutraceutical Opportunity, but solely with respect to use of Astaxanthin as a Neutraceutical, and, subject to Article 8.1, the Party (or its Affiliate) that has developed, discovered or acquired such opportunity, product or process will, however, be entitled to exploit such opportunity, product or process for application outside of use of Astaxanthin as a Neutraceutical.