orgrctera/legalbenchrag_cuad_qa huggingface dataset:
Question: Consider the Amendment #3 to Manufacturing Agreement between ADMA BioManufacturing, LLC and Sanofi Pasteur S.A.; Is there a minimum commitment required under this contract?
Answer: Should ADMA fail to supply a minimum of [***] Batches of Product (the "Minimum Volume") of Product during the time period as specified in this Amendment #3, ADMA agrees that Sanofi Pasteur shall be entitled to obtain from ADMA as liquidated damages, and not a penalty, amounting to $[***] ([***]) USD.
In addition to the Minimum Volume of Product to be manufactured by ADMA, should ADMA deliver the Minimum Volume of Product but fail to meet the Updated Supply Plan as provided in Exhibit A as attached hereto and made an integral part hereof, then it is agreed upon by the Parties that ADMA shall pay to Sanofi Pasteur an amount equal to $[***] ([***]) USD for each Batch of Product that is less than the agreed upon quantity in Exhibit A, as liquidated damages, and not as a penalty.
Question: Consider the License and Development Agreement between NLS-1 Pharma AG and Eurofarma Laboratórios S.A. for Nolazol® in ADHD - Latin America; What happens in the event of a change of control of one of the parties in this contract?
Answer: In the event of a Change of Control of the Licensee, the Agreement may be terminated by Licensor with immediate effect without any compensation to Licensee or to any other parties. In the event of a Change of Control of the Licensor, the Agreement may be terminated by Licensee
Question: Consider the Promotion Agreement between Janssen Biotech, Inc. and Immunomedics, Inc.; What happens in the event of a change of control of one of the parties in this contract?
Answer: In the event that, after the Effective Date, a Third Party (an "Acquirer") either (a) merges with Company, (b) acquires "control" (as defined in Section 1.4) of Company or (c) acquires substantially all the assets of the Company (each of (a), (b) and (c), an "Acquisition"), and such Acquirer or any of its Affiliates immediately prior to such Acquisition is commercializing a Competing Product in the Territory, then either Party shall have the right to terminate this Agreement on [***] ([***]) days written notice delivered within [***] ([***]) days of the closing of such Acquisition, and Company shall not be deemed to be marketing, promoting, selling, distributing or commercializing a Competing Product in breach of this Section for so long as it is conducting such activities solely through personnel who are not involved in any activities under this Agreement and do not have access to Janssen's Confidential Information hereunder.
Question: Consider the Software Hosting Agreement between Inktomi Corporation and Microsoft Corporation; What are the audit rights under this contract?
Answer: Inktomi will permit Microsoft to have access to, and to make copies of, all such books and records for purposes of auditing and verifying such costs and expenses, provided that Microsoft shall give Inktomi reasonable notice prior to each requested audit and shall perform such audit during normal business hours at Inktomi's office(s) where such records are normally kept.
Question: Consider the Collaboration Agreement between Astellas Pharma Inc. and FibroGen, Inc. for Development of Anemia Treatments; What is the duration of any warranties provided in this contract?
Answer: In the event that any portion of the shipment fails to conform to the Product Specifications, Astellas shall notify FG within [ * ] of Astellas' receipt of such shipment.
In the absence of such notification, Astellas shall be deemed to have accepted the shipment.
If Astellas detects at any time any defect in the Lead Compound which has not been found through Astellas' inspection, it shall notify FG to that effect within [ * ] of the discovery of such defect, and the procedures set forth above in this Section 12.7 shall be applied to such defective Lead Compound, provided, that FG shall only be responsible to pay for costs of defects that are the result of FG's gross negligence or willful misconduct.
Question: Consider the Promotion Agreement between Janssen Biotech, Inc. and Immunomedics, Inc.; Does this contract include any right of first refusal, right of first offer, or right of first negotiation?
Answer: Notwithstanding the above, before Company destroys any safety records it will notify Janssen of its intention to do so, affording Janssen the opportunity to retain such records if it so wishes.
Question: Consider the Promotion Agreement between SIGA Technologies, Inc. and Meridian Medical Technologies, Inc.; Is there a non-compete clause in this contract?
Answer: During the Term, MMT shall not Commercialize in any manner any Competing Product in the Field in any country in the Territory; provided, however, the Parties hereby acknowledge that the restrictions set forth in this Section 2.3 shall not apply to any Affiliates of MMT (including Pfizer).
Question: Consider the Collaboration Agreement between Astellas Pharma Inc. and FibroGen, Inc. for Development of Anemia Treatments; Is there a cap on liability under this contract?
Answer: FG's sole obligation and Astellas' sole remedy with respect to Lead Compound which does not meet the warranty contained herein is limited to replacement of such Lead Compound and reimbursement of Astellas' out of pocket expenses for shipping to FG at the address designated by FG.
Question: Consider the License and Development Agreement between NLS-1 Pharma AG and Eurofarma Laboratórios S.A. for Nolazol® in ADHD - Latin America; Does this contract include an exclusivity agreement?
Answer: Subject to the conditions and limitations set forth in this Agreement, the Licensor hereby grants to the Licensee, and the Licensee hereby accepts, (i) an exclusive, fee-bearing, non-transferable distribution right of the Licensed Product in the Territory during the Term (the "Distribution"), (ii) an exclusive, royalty-free, non-transferable license to the Licensor's Patents and Trademarks to register, import, export, store, handle, commercialize, have commercialized, promote, have promoted, distribute, have distributed, sell and have sold the Licensed Product during the Term, without the right to sublicense (the "License"), and (iii) an exclusive, royalty-bearing, non-transferable license to the Intellectual Property (except Patents and Trademarks ) and the Developed Intellectual Property and a right to obtain the technology transfer of the Know-How to manufacture the Licensed Product in the Territory during the Term, pursuant to the conditions set forth in Article 2.3 below and elsewhere in this Agreement (the "Technology Transfer"), all to register, import, export, store, handle, commercialize, have commercialized, promote, have promoted, distribute, have distributed, manufacture, have manufactured, sell and have sold the Licensed Product during the Term, without the right to sublicense.
During the entire validity of this Agreement, Licensor hereby grants to License an exclusive and royaltyfree right to use the Trademark in
Question: Consider the Promotion Agreement between SIGA Technologies, Inc. and Meridian Medical Technologies, Inc.; Are there any exceptions to competitive restrictions in this contract?
Answer: During the Term, MMT shall not Commercialize in any manner any Competing Product in the Field in any country in the Territory; provided, however, the Parties hereby acknowledge that the restrictions set forth in this Section 2.3 shall not apply to any Affiliates of MMT (including Pfizer).
Question: Consider the Collaboration Agreement between Astellas Pharma Inc. and FibroGen, Inc. for Development of Anemia Treatments; Are there any services to be provided after the termination of this contract?
Answer: Each of Astellas and FG shall retain its records for the minimum period of time required by applicable law in all cases, and for not less than [ * ] following the expiration or termination of this Agreement.
Question: Consider the Software Hosting Agreement between Inktomi Corporation and Microsoft Corporation; Are the licenses granted under this contract non-transferable?
Answer: Except as expressly permitted hereunder or in Exhibit F hereto, neither party may transfer, assign or sublicense this Agreement, or any rights or obligations hereunder, whether by contract or by operation of law, except with the express written consent of the other party, and any attempted transfer, assignment or sublicense by a party in violation of this Section shall be void.
Question: Consider the Promotion Agreement between Janssen Biotech, Inc. and Immunomedics, Inc.; Is there a clause preventing the solicitation of employees in this contract?
Answer: During the Term, Janssen shall not directly or indirectly solicit for employment any Sales Representative who is an employee of Company, and Company shall not directly or indirectly solicit for employment any employee of Janssen with whom Company has had contact in the course of the evaluation or negotiation of this Agreement or with whom Company interacts during the Term; provided, however, that the foregoing provision will not prohibit either Party from (a) conducting general solicitations of employment in publications (including but not limited to websites, newspapers and/or journals) available to the public, or solicitations through the use of search firms, and which, in any case, are not directed





specifically toward such employees of the other Party or (b) any contact with any such employee of the other Party (i) that was initiated by such employee without any solicitation prior thereto by the contacting Party (other than solicitation permitted by clause (a) of this sentence) or (ii) with whom the contacting Party is already in employment discussions as of the Effective Date, or (iii) by any person other than (A) one who was introduced to, or became aware of, the relevant employee of the other Party solely in connection with this Agreement, and (B) one who is acting at the direction or suggestion of a person described in (A).
Question: Consider the License and Development Agreement between NLS-1 Pharma AG and Eurofarma Laboratórios S.A. for Nolazol® in ADHD - Latin America; What is the governing law for this contract?
Answer: This Agreement shall be governed by and construed in accordance with the substantive laws of the Netherlands, excluding its rules of conflicts of law and the United Nations Convention on Contracts for the International Sale of Goods dated 11 April 1980 (CISG), as amended from time to time.
Question: Consider the Collaboration Agreement between Astellas Pharma Inc. and FibroGen, Inc. for Development of Anemia Treatments; Are any of the licenses granted under this contract irrevocable or perpetual?
Answer: Notwithstanding Section 14.1, in the event that Astellas develops, completely independently from any FG Technology and/or any other FG materials, confidential information, intellectual property or other related information provided by or on behalf of FG to Astellas under this Agreement or any other agreement between FG and Astellas relating to the subject matter hereof, any inventions or intellectual property rights related to the Field or the Expanded Field, [ * ], Astellas shall own such intellectual property and hereby grants to FG and its Sublicensees a non-exclusive, royalty-free, irrevocable license to such intellectual property for the FG Territory.
In the event of a termination of this Agreement, FG shall have an irrevocable, exclusive, license, with the right to grant and authorize sublicenses, to any trademarks used by Astellas in association with the Lead Compounds hereunder to make, use, sell, import and otherwise exploit products within the Field in the Astellas Territory.
Question: Consider the Software Hosting Agreement between Inktomi Corporation and Microsoft Corporation; Does this contract provide for joint intellectual property ownership?
Answer: All Usage Data shall be owned jointly by Microsoft and





Inktomi, and Inktomi hereby irrevocably assigns to Microsoft an [*] interest therein.
Question: Consider the Promotion Agreement between SIGA Technologies, Inc. and Meridian Medical Technologies, Inc.; What is the governing law for this contract?
Answer: This Agreement and all disputes arising out of or related to this Agreement or any breach hereof are governed by and construed under the Laws of the State of New York, without giving effect to any choice of law principles that would require the application of the Laws of a different state.
Question: Consider the Promotion Agreement between Janssen Biotech, Inc. and Immunomedics, Inc.; Is there a non-compete clause in this contract?
Answer: During the Term, neither Company nor any of its Affiliates (including, for the avoidance of doubt, any Third Party that becomes an Affiliate of Company after the Effective Date) shall, alone or in collaboration with any Third Party, market, promote, sell, distribute or otherwise commercialize in the Territory any Competing Product without the prior written consent of Janssen.
Question: Consider the License and Development Agreement between NLS-1 Pharma AG and Eurofarma Laboratórios S.A. for Nolazol® in ADHD - Latin America; What is the expiration date of this contract?
Answer: This Agreement will come into effect on the Effective Date and shall continue in full force for ten (10) years from the Launch (the "Initial Term"), or the date of expiry of the last valid patent of the Licensed Product, whichever comes later, subject to clauses 19.2, 19.3, 19.4 and 19.5 hereunder
Question: Consider the Promotion Agreement between SIGA Technologies, Inc. and Meridian Medical Technologies, Inc.; What is the notice period required to terminate the renewal?
Answer: This Agreement shall be automatically renewed for successive three (3) year terms thereafter (each a "Renewal Term" and together with the Initial Term, the "Term") until and unless (i) either Party provides the other Party written notice of non-renewal no later than ninety (90) days prior the end of the Initial Term or any Renewal Term or (ii) earlier terminated as provided in this ARTICLE 11.
Question: Consider the Software Hosting Agreement between Inktomi Corporation and Microsoft Corporation; How is intellectual property ownership assigned in this contract?
Answer: Inktomi, and Inktomi hereby irrevocably assigns to Microsoft an [*] interest therein.
Question: Consider the Collaboration Agreement between Astellas Pharma Inc. and FibroGen, Inc. for Development of Anemia Treatments; Does the licensor's affiliates have any licensing rights under this contract?
Answer: FG shall have access to and the right to use for any purpose, any Data developed by or on behalf of Astellas or its Affiliates or Sublicensees in the course of the Development Program with respect to indications within the Field for Lead Compounds.
Question: Consider the Promotion Agreement between Janssen Biotech, Inc. and Immunomedics, Inc.; What is the governing law for this contract?
Answer: The interpretation, construction and performance of this Agreement, and the rights granted and obligations arising hereunder, shall be governed in accordance with the substantive laws of the State of New York, without regard to its conflicts of law rules.
Question: Consider the Business Development Agreement between Liquidmetal Technologies, Inc. and Eutectix, LLC for Amorphous Alloy Collaboration; What are the insurance requirements under this contract?
Answer: Eutectix shall, at its own expense: (c) keep the Licensed Equipment in a suitable place, safe from loss or damage; (d) subscribe to an insurance policy from an insurance company reasonably acceptable to Eutectix covering the Licensed Equipment at full replacement value against fire, theft and such other normal business risks, with a waiver of subrogation in favor of Liquidmetal and with Liquidmetal to be named as an additional insured and loss payee, and provide, upon receipt of a written request from Liquidmetal, a certificate evidencing such insurance, and comply with all requirements associated with such insurance policy;
Eutectix shall obtain, pay for, and maintain insurance meeting or exceeding the minimum insurance requirements set forth on Schedule 2 attached hereto, with policy terms satisfactory to Liquidmetal.
Eutectix shall obtain, pay for, and maintain in full force and effect throughout the term of this Agreement insurance as follows: (a) Workers' Compensation and Employers' Liability insurance with limits to conform with the greater of the amount required by applicable law or one million dollars ($1,000,000) each accident, including occupational disease coverage and an endorsement to the Workers' Compensation and Employers' Liability insurance policy, in form acceptable to Liquidmetal, containing a waiver of subrogation by the insurance carrier with respect to Liquidmetal and its parent, subsidiaries, divisions and Affiliates, and all of their respective directors, officers, shareholders, employees and representatives; (b) Commercial General Liability insurance with limits of not less than five million dollars ($5,000,000) combined single limit for bodily injury, death, and property damage, including personal injury, contractual liability, independent contractors, broad- form property damage, and products and completed operations coverage; and, (c) Commercial Automobile Liability insurance with limits of not less than one million dollars ($1,000,000) each occurrence combined single limit of liability for bodily injury, death, and property damage, including owned and non-owned and hired automobile coverages, as applicable.
To the extent any insurance coverage required under this Agreement is purchased on a "claims-made" basis, such insurance shall cover all prior acts of Eutectix during the term of this Agreement, and such insurance shall be continuously maintained until at least two (2) years beyond the expiration or termination of the term of this Agreement, or Eutectix shall purchase "tail" coverage, effective upon termination of any such policy or upon termination or expiration of the term of this Agreement, to provide coverage for at least two (2) years from the occurrence of either such event.
Eutectix's liability under the Agreement shall not be limited or modified in any way by the amount or terms of any insurance it is required to maintain hereunder.
Question: Consider the Promotion Agreement between SIGA Technologies, Inc. and Meridian Medical Technologies, Inc.; What is the renewal term for this contract?
Answer: This Agreement shall be automatically renewed for successive three (3) year terms thereafter (each a "Renewal Term" and together with the Initial Term, the "Term") until and unless (i) either Party provides the other Party written notice of non-renewal no later than ninety (90) days prior the end of the Initial Term or any Renewal Term or (ii) earlier terminated as provided in this ARTICLE 11.
Question: Consider the Promotion Agreement between Janssen Biotech, Inc. and Immunomedics, Inc.; What is the expiration date of this contract?
Answer: "Expiration Date" means March 31, 2020.
Question: Consider the Software Hosting Agreement between Inktomi Corporation and Microsoft Corporation; What happens in the event of a change of control of one of the parties in this contract?
Answer: Except as expressly permitted hereunder or in Exhibit F hereto, neither party may transfer, assign or sublicense this Agreement, or any rights or obligations hereunder, whether by contract or by operation of law, except with the express written consent of the other party, and any attempted transfer, assignment or sublicense by a party in violation of this Section shall be void. For purposes of this Agreement, an "transfer" under this Section shall be deemed to include, without limitation, the following: (a) a merger or any other combination of an entity with another party (other than a reincorporation of Inktomi from the State of California to the State of Delaware), whether or not the entity is the surviving entity; (b) any transaction or series of transactions whereby a third party acquires direct or indirect power to control the management and policies of an entity, whether through the acquisition of voting securities, by contract, or otherwise; (c) in the case of Inktomi, the sale or other transfer of Inktomi's search engine business or any other substantial portion of Inktomi's assets (whether in a single transaction or series of transactions), or (d) the transfer of any rights or obligations in the course of a liquidation or other similar reorganization of an entity (other than a reincorporation of Inktomi from the State of California to the State of Delaware).
Question: Consider the Business Development Agreement between Liquidmetal Technologies, Inc. and Eutectix, LLC for Amorphous Alloy Collaboration; What is the duration of any warranties provided in this contract?
Answer: Unless Liquidmetal notifies Eutectix that the Liquidmetal Product does not meet the Specifications within thirty (30) calendar days after receipt of the Liquidmetal Product, then the Liquidmetal Product shall be deemed Accepted.
Question: Consider the Software Hosting Agreement between Inktomi Corporation and Microsoft Corporation; Is there an anti-assignment clause in this contract?
Answer: Except as expressly permitted hereunder or in Exhibit F hereto, neither party may transfer, assign or sublicense this Agreement, or any rights or obligations hereunder, whether by contract or by operation of law, except with the express written consent of the other party, and any attempted transfer, assignment or sublicense by a party in violation of this Section shall be void.
Question: Consider the Collaboration Agreement between Astellas Pharma Inc. and FibroGen, Inc. for Development of Anemia Treatments; Is there a minimum commitment required under this contract?
Answer: In the event generic equivalents has captured the [ * ] of the quantity of Lead Compound sold by Astellas during the [ * ] preceding such termination calculated on a annual basis; or in the event, after the entry into the market of generic equivalents, that Astellas' annual sales fall below $[ * ] for all Lead Compounds, Astellas may terminate this Agreement upon [ * ] written notice to FG; provided, that Astellas does not Commercialize any Lead Compound after such termination until the expiration of the last to expire FG Patents applicable to such Lead Compound.
Question: Consider the Promotion Agreement between SIGA Technologies, Inc. and Meridian Medical Technologies, Inc.; What is the expiration date of this contract?
Answer: This Agreement becomes effective on the Effective Date and, unless earlier terminated as provided in this ARTICLE 11, shall continue until the five (5) year anniversary of the Effective Date (the "Initial Term").
Question: Consider the Collaboration Agreement for Development and Supply of Biosuperior Monoclonal Antibodies between Xencor, Inc. and Boehringer Ingelheim International GmbH; What are the insurance requirements under this contract?
Answer: XENCOR and BII shall obtain and/or maintain during the term of this Agreement and for a period of [...***...] thereafter, liability insurance in amounts which are reasonable and customary in the biopharmaceutical industry for companies of comparable size and the respective activities (i.e. BII as CMO and XENCOR as sponsor/pharmaceutical company) at the respective place of business and such liability insurance shall insure against all mandatory liability, including liability for personal injury, physical injury and property damage. BII shall have the right to reasonably self insure.
Question: Consider the Business Development Agreement between Liquidmetal Technologies, Inc. and Eutectix, LLC for Amorphous Alloy Collaboration; Is there a cap on liability under this contract?
Answer: NEITHER PARTY SHALL BE LIABLE TO OTHER PARTY FOR ANY LOST PROFITS, LOST REVENUES, OR ANY OTHER INCIDENTAL, INDIRECT, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES WHATSOEVER ARISING OUT OF THIS AGREEMENT OR ANY ORDER, OR OUT OF THE PERFORMANCE OR BREACH OF THIS AGREEMENT OR ANY ORDER, EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.