orgrctera/legalbenchrag_cuad_qa huggingface dataset:
Question: Consider the Development and Option Agreement between Harpoon Therapeutics, Inc. and AbbVie Biotechnology Ltd.; Does this contract provide for joint intellectual property ownership?
Answer: For clarity, if AbbVie does not exercise its License Option, Harpoon retains all rights under Harpoon's interests in the Joint Patents and the Joint Know-How, if any, to Exploit the Licensed Compounds and Licensed Products in its sole discretion without duty to account to AbbVie in connection with such use or Exploitation.
Subject to Section 3.8.2(c), as between the Parties, each Party, or their respective Affiliates, shall own an equal, undivided interest in and to any and all (a) Information and inventions that are conceived, discovered, developed or otherwise made jointly by or on behalf of Harpoon or its Affiliates (including subcontractors thereof), on the one hand, and AbbVie or its Affiliates (including subcontractors thereof), on the other hand, in connection with the work conducted under or in connection with this Agreement, in each case whether or not patented or patentable (the "Joint Know-How"), and (b) Patents (the "Joint Patents") and other intellectual property rights with respect to the Information and inventions described in subclause (a) (together with Joint Know-How and Joint Patents, the "Joint Intellectual Property Rights"). Each Party shall promptly disclose to the other Party in writing, and shall cause its Affiliates, licensees and sublicensees to so disclose, the development, making, conception or reduction to practice of any Joint Know-How or Joint Patents. Subject to the licenses and rights of reference granted under Sections 5.1 and 5.2 and, in the case of Harpoon, its exclusivity obligations hereunder, each Party shall have the right to Exploit the Joint Intellectual Property Rights without a duty of seeking consent from or accounting to the other Party.
Each Party will promptly disclose to the other Party in writing, the conception, discovery, development or making of any Joint Know-How or Joint Patents by Persons who perform activities for it under this Agreement. Each Party will execute and record assignments and other necessary documents consistent with such ownership promptly upon request.
Question: Consider the Outsourcing Agreement for Miaoli Royal Resort Hotel Development between The HUANG JIA Country CLUB and Recreation Inc. and Chang Chen-Bin Architects Office; What is the governing law for this contract?
Answer: Should either Party herein initiate a legal proceeding for revoking any arbitration result regarding the Contract, both Parties herein agree to take the Miaoli District Court of Taiwan as the competent court of first instance pursuant to the laws of the R.O.C..
Question: Consider the Co-Hosting Agreement between Networks Associates, Inc. and Software.net Corporation (Beyond.com); What licenses are granted under this contract?
Answer: Co-Host hereby grants to NAI a non-exclusive,           non-transferable, royalty-free license during the term of this           Agreement to use the trademarks, service marks and trade names of           Co-Host in connection with the advertising and promotion of the Goods           from the Originating Locations, provided that NAI complies with the           terms of Section 9(b) of the Web Site Services Agreement (as defined           below).
Question: Consider the Strategic Alliance Agreement between PPD Development, LP and VirtualScopics, Inc. for Clinical and Medical Imaging Services; Is there uncapped liability under this contract?
Answer: EXCEPT WITH REGARD TO A PARTY'S BREACH OF SECTION 9, GROSS NEGLIGENCE, WILLFUL MISCONDUCT AND INDEMNIFICATION OBLIGATIONS RELATED TO THIRD PARTY CLAIMS PURSUANT TO SECTION 12, EACH PARTY'S ENTIRE LIABILITY UNDER THIS AGREEMENT WILL IN NO EVENT EXCEED THREE TIMES (3X) THE TOTAL VALUE OF THE WORK ORDER UNDER WHICH THE CLAIM AROSE.
Question: Consider the Development and Option Agreement between Harpoon Therapeutics, Inc. and AbbVie Biotechnology Ltd.; Does this contract include any revenue or profit-sharing arrangements?
Answer: As further consideration for the rights granted to AbbVie hereunder, subject to Section 6.5.3, commencing upon the First Commercial Sale of a Licensed Product in the Territory, on a Licensed Product- by-Licensed Product basis, AbbVie shall pay to Harpoon a royalty on Net Sales of each Licensed Product in the Territory (excluding Net Sales of each Licensed Product in any country or other jurisdiction in the Territory for which the Royalty Term for such Licensed Product in such country or other jurisdiction has expired) during [***] at the following rates:

Net Sales in the Territory of each Licensed Product in a [***] Royalty Rate

For that portion of aggregate Net Sales of each Licensed Product[***] [***]

For that portion of aggregate Net Sales of each Licensed Product[***] [***]

For that portion of aggregate Net Sales of each Licensed Product[***] [***]

With respect to each Licensed Product in each country or other jurisdiction in the Territory, [***].
AbbVie shall pay to Harpoon the royalty amounts due with respect to a given [***] within [***] after the end of such [***].
Question: Consider the Promotion Agreement between MiddleBrook Pharmaceuticals, Inc. and DoctorDirectory.com, Inc. for MOXATAG; Is there a cap on liability under this contract?
Answer: NOTWITHSTANDING THE FOREGOING, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY, UNDER  ANY LEGAL OR EQUITABLE THEORY, FOR ANY INCIDENTAL, SPECIAL OR INDIRECT DAMAGES OF ANY KIND,  SUFFERED BY OR OTHERWISE COMPENSABLE TO SUCH OTHER PARTY, ARISING OUT OF, UNDER OR  RELATING TO THIS AGREEMENT, WHETHER OR NOT ADVISED OF THE POSSIBILITY OF SUCH.
Question: Consider the Outsourcing Agreement for IT Management Services between Silicon Smelters Pty Ltd and Espacio Information Technology, S.A.; Is there a cap on liability under this contract?
Answer: The liability of EIT will be limited to a value equal to contractual value as per clause 7.1 and will not exceed this value.
Question: Consider the Development and Option Agreement between Harpoon Therapeutics, Inc. and AbbVie Biotechnology Ltd.; Is there an anti-assignment clause in this contract?
Answer: Without the prior written consent of the other Party, such consent not to be unreasonably withheld, conditioned, or delayed, neither Party shall sell, transfer, assign, delegate, pledge, or otherwise dispose of, whether voluntarily, involuntarily, by operation of law or otherwise, this Agreement or any of its rights or duties hereunder; provided that either Party may make such an assignment without the other Party's consent to its Affiliate or to a successor, whether in a merger, sale of stock, sale of assets or any other transaction, of the business to which this Agreement relates.
Any attempted assignment or delegation in violation of this Section 13.4 shall be void and of no effect.
AbbVie may use one (1) or more of its Affiliates to perform its obligations and duties hereunder and such AbbVie Affiliates are expressly granted certain rights herein; provided that each such Affiliate shall be bound by the corresponding obligations of AbbVie and, subject to an assignment to such Affiliate pursuant to Section 13.4, AbbVie shall remain liable hereunder for the prompt payment and performance of all their respective obligations hereunder.
Question: Consider the Co-Hosting Agreement between Networks Associates, Inc. and Software.net Corporation (Beyond.com); Does this contract include any volume restrictions?
Answer: NAI will make available up to 500,000 impressions on the NAI Internet Sites      and ten percent (10%) of the impressions available on NAI's Upgrade/Update      site for advertising materials to promote Beyond.com.
Question: Consider the Strategic Alliance Agreement between PPD Development, LP and VirtualScopics, Inc. for Clinical and Medical Imaging Services; What are the audit rights under this contract?
Answer: VS shall cooperate with any internal reviews or audits by PPD or Sponsor (or its and their representatives) and shall make available for examination and duplication, during normal business hours and at mutually agreeable times, all documentation, data and information relating to this Agreement or any Work Order.
Question: Consider the Promotion Agreement between Ashworth, Inc., Nantz Communications, Inc., and James W. Nantz III; What is the expiration date of this contract?
Answer: Except as otherwise provided herein, this Agreement shall commence      effective June 1, 1998, and shall continue for a term of three (3) years      expiring May 31, 2001 (the "Term").
Question: Consider the Outsourcing Agreement for IT Management Services between Silicon Smelters Pty Ltd and Espacio Information Technology, S.A.; Can this contract be terminated for convenience, and under what conditions?
Answer: The Agreement rests, for all that, cancellable at any time by any of the parties before the expiry date of the Agreement or any of itsrenewals, upon three months prior written notice.
Question: Consider the Co-Hosting Agreement between Networks Associates, Inc. and Software.net Corporation (Beyond.com); Is there a minimum commitment required under this contract?
Answer: "Minimum Revenue Targets" shall mean: (i) in the first (1st) year of the Term, Aggregate Revenues of not less than Nine Million Dollars ($9,000,000) and (ii) in the second (2nd) year of the Term, Aggregate Revenues of not less than Twelve Million Dollars ($12,000,000).
Quarterly payments of $312,500 each, with the first payment being due           September 15, 1999, and on each December 15, March 15, June 15, and           September 15 thereafter during the Term unless (i) the Agreement is           terminated in accordance with Section 6 of the Agreement prior to such           date in which case no quarterly payments will be due following the           effective date of such termination or (ii) if the Minimum Revenue           Target (as defined in Part 2 of this Exhibit "A") for the first year           of the Term is not achieved by the first anniversary of the Effective           Date, in which case no quarterly payments are payable until such time           as the Minimum Revenue Target for the first year of the Term is           achieved at which point Co-Host will resume making future quarterly           payments on the schedule and in the amount set forth above for the           duration of the Term or (iii) if the aggregate Minimum Revenue Targets           (as defined in Part 2 of this Exhibit "A") for the first and second           year of the Term are not achieved by the second anniversary of the           Effective Date, then, even if the Minimum Revenue Target (as defined           in Part 2 of this Exhibit "A") for the first year of the Term has been           achieved prior to such second Anniversary, no quarterly payments are           payable during the second year of the Term until such time as such           aggregate Minimum Revenue Target is achieved at which point Co-Host           will resume making future quarterly payments on the schedule and in           the amount set forth above for the duration of the Term. The parties           hereby agree to renegotiate in good faith a downward adjustment to the           foregoing quarterly payments in the event that the Minimum Revenue           Target for year one (1) is not achieved in the first year of this           Agreement.
Question: Consider the Strategic Alliance Agreement between PPD Development, LP and VirtualScopics, Inc. for Clinical and Medical Imaging Services; How is intellectual property ownership assigned in this contract?
Answer: Unless otherwise addressed in an Intellectual Property Amendment, VS hereby assigns to PPD (or Sponsor as the case may be) all rights that VS may have in any invention, technology, know-how or other intellectual property which is developed with use of Confidential Information provided to VS by PPD. Additionally, VS shall assist PPD (or Sponsor), at PPD's (or Sponsor's) sole cost and expense, in obtaining or extending protection therefor.
Unless otherwise addressed in an Intellectual Property Amendment, PPD hereby assigns to VS all rights that PPD may have in any invention, technology, know-how or other intellectual property which is developed with use of Confidential Information provided to PPD by VS.
Question: Consider the Promotion Agreement between MiddleBrook Pharmaceuticals, Inc. and DoctorDirectory.com, Inc. for MOXATAG; What are the audit rights under this contract?
Answer: DD shall also make its records and other documents relevant to MBRK and  this Agreement available for audit or review by MBRK upon MBRK's request at a mutually agreed upon time.
Question: Consider the Development and Option Agreement between Harpoon Therapeutics, Inc. and AbbVie Biotechnology Ltd.; What happens in the event of a change of control of one of the parties in this contract?
Answer: Notwithstanding the provisions of Section 5.8, if, during the Term, (a) Harpoon or any of its Affiliates acquires, as the result of an Acquisition, rights to a Competing Product, such Acquisition, and the development, manufacture or commercialization of such Competing Product thereafter, shall not constitute a breach of Section 5.8 if Harpoon or such Affiliate, as applicable, [***]; or (b) Harpoon undergoes a Change in Control and the relevant acquirer is either then commercializing a Competing Product, or has in development any Competing Product, such Change in Control, and the commercialization (or development and subsequent commercialization, if such Competing Product receives Regulatory Approval) of such Competing Product by such relevant acquirer or any of its Affiliates, shall not constitute a breach of Section 5.8; provided that such (x) acquirer Segregates the Competing Product and (y) AbbVie shall have the right, in its sole and absolute discretion, by written notice delivered to Harpoon (or its successor) at any time during the [***] following the written notice contemplated by Section 13.2.1, to (i) terminate any or all provisions of this Agreement providing for any delivery by AbbVie to Harpoon of Confidential Information of AbbVie relating to activities contemplated by this Agreement, save only for (A) Article 6, (B) information regarding sublicenses pursuant to Section 5.3, (C) information regarding the prosecution, enforcement, defense, litigation, infringement and licensing of Patents pursuant to (1) Sections 7.2.1, 7.2.3, 7.3.1, 7.3.5, 7.4, and 7.5.2, (2) solely with respect to Joint Patents, Sections 7.2.2, 7.3.2, and 7.5.3, and (3) solely with respect to Joint Patents and Harpoon Patents, Sections 7.3.4 and 7.5.1, (D) notice of any license pursuant to Section 5.9.2, (E) safety data pursuant to Section 8.1, (F) proposed disclosures pursuant to Section 9.5, (G) communications under Section 11.4 and (H) notices pursuant to Sections 11.3 and 13.1; and (ii) disband the JGC and terminate its activities, in which case the provisions set forth in the last sentence of Section 2.3 shall apply.
Harpoon (or its successor) shall provide AbbVie with written notice of any Change in Control of Harpoon or Acquisition by Harpoon within [***] following the closing date of such transaction.
Question: Consider the Outsourcing Agreement for IT Management Services between Silicon Smelters Pty Ltd and Espacio Information Technology, S.A.; What is the governing law for this contract?
Answer: This Agreement shall be governed by, and construed in accordance with the laws of Spain.
Question: Consider the Promotion Agreement between MiddleBrook Pharmaceuticals, Inc. and DoctorDirectory.com, Inc. for MOXATAG; Are there any services to be provided after the termination of this contract?
Answer: Upon  termination or expiration of this Agreement, if specifically requested by MBRK, DD shall provide originals or copies of  such records to MBRK.
If the Agreement is terminated in years 2 or 3 by MBRK providing notice to DD  within 60 days of the then current anniversary date of its intent not to renew, then MBRK will pay DD the End of  Agreement Fee but no Early Termination Fee.
Question: Consider the Co-Hosting Agreement between Networks Associates, Inc. and Software.net Corporation (Beyond.com); Is there an anti-assignment clause in this contract?
Answer: Neither party may assign this Agreement without the other's           prior written approval, except by operation of law or in connection           with the sale of substantially all of the assets of such party's           business or the acquisition of such party by a third party.
Co-Host shall not have the right to assign      or otherwise transfer this Agreement or any rights herein granted to any      other person or entity, except by operation of law or in connection with      the sale of all of its assets, or the acquisition of the Co-Host by a third      party. Any such attempted assignment shall be void and the Agreement shall      remain in effect.
Question: Consider the Strategic Alliance Agreement between PPD Development, LP and VirtualScopics, Inc. for Clinical and Medical Imaging Services; Is there an anti-assignment clause in this contract?
Answer: Neither party shall have the right to assign this Agreement or any Work Order or to assign any rights thereunder without the prior written consent of the other party.
Any unauthorized attempt to assign or delegate any portion of this Agreement or any Work Order shall be void.
Question: Consider the Co-Hosting Agreement between Networks Associates, Inc. and Software.net Corporation (Beyond.com); Is there a non-compete clause in this contract?
Answer: The Destination shall not contain any links to           any third party sites for the purchase of Competitor's Goods; provided           that the Destination will link to the Co-Host Site (which will sell           Competitor's Goods).
Question: Consider the Outsourcing Agreement for IT Management Services between Silicon Smelters Pty Ltd and Espacio Information Technology, S.A.; What is the notice period required to terminate the renewal?
Answer: The Agreement rests, for all that, cancellable at any time by any of the parties before the expiry date of the Agreement or any of itsrenewals, upon three months prior written notice.
Question: Consider the Strategic Alliance Agreement between PPD Development, LP and VirtualScopics, Inc. for Clinical and Medical Imaging Services; Does this contract include any right of first refusal, right of first offer, or right of first negotiation?
Answer: VS shall not refer that opportunity to any other third party provider unless PPD declines to bid on such opportunity or does not offer the service in question.
Unless otherwise required by a particular Sponsor, PPD shall not refer that opportunity to any other third party provider unless VS declines to bid on such opportunity or does not offer the service in question.
In the event that, during the Term of this Agreement, VS desires to enter into the same or substantially similar Commitments with a PPD Competitor for imaging services outside of the Designated Therapeutic Areas (defined herein or in any amendment hereto), VS shall first notify PPD regarding the same and PPD shall have a right, for a period of 45 days following receipt of such notice (the "Election Period"), to elect to include such imaging services as "Preferred Services" hereunder (the "Right of First Refusal").
Question: Consider the Promotion Agreement between MiddleBrook Pharmaceuticals, Inc. and DoctorDirectory.com, Inc. for MOXATAG; How is intellectual property ownership assigned in this contract?
Answer: For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, DD hereby  sells, assigns and transfers to MBRK and MBRK shall be the exclusive owner, assignee, and transferee of the entire  right, title and interest, including all renewals for the entire world, in and to all work performed and work product  developed or produced under this Agreement, including, but not limited to, materials (including Promotional Materials),  writings, documents or other information conceived or reduced to practice or







authored by DD or any of DD Representative's, either solely or jointly with others, in connection with and/or pursuant to  this Agreement or the relationship established between DD and MBRK or with information, materials (including  Promotional Materials) or facilities of MBRK received or used by DD or DD's Representatives during the period in which  DD is retained by MBRK.
In the event DD retains the service of a third party to perform any of DD's obligations hereunder DD shall, prior to  commencement of any work by such third party, obtain the third party's written acknowledgement that all work done by  such third party shall be deemed "work made for hire" and that the copyright in such material shall rest and remain with  MBRK, or secure from such third party written assignment of all right, title and interest in and to the copyright in any  material created by such third party.
Question: Consider the Development and Option Agreement between Harpoon Therapeutics, Inc. and AbbVie Biotechnology Ltd.; Can this contract be terminated for convenience, and under what conditions?
Answer: AbbVie may terminate this Agreement in its entirety, or on a country or other jurisdiction -by-country or other jurisdiction basis, for any or no reason, upon ninety (90) days' prior written notice to Harpoon.
Question: Consider the Outsourcing Agreement for IT Management Services between Silicon Smelters Pty Ltd and Espacio Information Technology, S.A.; What is the renewal term for this contract?
Answer: It is established by calendar year and renewed tacitly every year.
Question: Consider the Co-Hosting Agreement between Networks Associates, Inc. and Software.net Corporation (Beyond.com); Are there any exceptions to competitive restrictions in this contract?
Answer: Nothing in this Agreement shall      prohibit Co-Host from distributing competing products in the Territory.
Question: Consider the Strategic Alliance Agreement between PPD Development, LP and VirtualScopics, Inc. for Clinical and Medical Imaging Services; Can this contract be terminated for convenience, and under what conditions?
Answer: Either party may terminate this Agreement, without cause, upon ninety (90) days prior written notice to the other party, provided, however, that all outstanding Work Orders shall continue to be governed by the terms and conditions hereof.
Question: Consider the Promotion Agreement between MiddleBrook Pharmaceuticals, Inc. and DoctorDirectory.com, Inc. for MOXATAG; Does this contract include any revenue or profit-sharing arrangements?
Answer: Such Promotion Fees shall be calculated by:

(a) the following formula for the period from the Effective Date through September 30, 2010:

For example: if during the month of March 2010 (a) (A) above was 2,000 TRx and (B) above was $36.50 then MBRK  would be remit $36,500.00 to DD.

OR

(b) the following formula for the period from October 1, 2010 through termination of this Agreement:

  (A)   the Actual DD Target Segment MOXATAG TRx for the Promotional Measurement Period multiplied by:      (B)   the applicable Gross Margin Per TRx multiplied by:      (C)   50%.

  (A)   the Actual DD Target Segment MOXATAG TRx Tablets for the Promotional Measurement Period multiplied by:      (B)   the applicable Gross Margin Per Tablet multiplied by:      (C)   50%.