orgrctera/legalbenchrag_cuad_qa huggingface dataset:
Question: Consider the Supply Agreement between Miltenyi Biotec GmbH and Bellicum Pharmaceuticals, Inc.; What licenses are granted under this contract?
Answer: The supply of the Miltenyi Products hereunder conveys to Bellicum the limited, non-exclusive, non-transferable (except as expressly provided herein, including as set forth in Article 17) right to use, and to permit its Subcontractors and Licensees to use the Miltenyi Products solely for Ex Vivo Cell Processing in the manufacture of Bellicum Products for use in the Field in the Territory (including for research, pre-clinical, clinical, regulatory and commercial purposes), in accordance with applicable Regulatory Authority requirements and approvals (including (to the extent applicable) any relevant clinical trial protocol, IND, and/or IRB approval pertaining to such Bellicum Products), in each case consistent with the terms and conditions of this Agreement and in accordance with Applicable Laws (the "Permitted Use"). Bellicum's Permitted Use of the Miltenyi Products shall be limited to the Designated Countries, subject to Section 2.3.
In the event of a Supply Failure, Miltenyi shall grant Bellicum's Second-Source Supplier a limited, non-exclusive, non-transferable, one-site production license, without the right to sublicense, under Miltenyi's Intellectual Property Rights solely to the extent reasonably necessary to manufacture the Affected Miltenyi Product for the Permitted Use by Bellicum at Bellicum's cost.
Miltenyi hereby grants to Bellicum, subject to all the terms and conditions of this Agreement, a limited non-exclusive right and license under the Miltenyi Technology incorporated or embodied in the Miltenyi Products supplied hereunder), solely to use such Miltenyi Products for the Permitted Use.
Within the scope of the [...***...] License Agreement, Miltenyi has got the right to grant non-exclusive sublicenses to third parties utilizing cytokines for applications that are covered by the claims of [...***...] to develop, manufacture, market and commercialize medicinal products on terms and conditions consistent with the terms and conditions contained in the [...***...] License Agreement.
Subject to the provisions of this Agreement, Miltenyi is willing to grant to Bellicum a non-exclusive sublicense to its rights obtained under the [...***...] License Agreement in the form of a separate agreement between Miltenyi and Bellicum, under such separate sublicense agreement Bellicum would agree to hold harmless and reimburse Miltenyi for the fees that are due to [...***...] based on Bellicum's use of the sublicense rights for Bellicum Products ("[...***...] Sublicense Agreement").
Question: Consider the Services Agreement between Ability Computer & Software Industries Ltd and Telcostar PTE, LTD; What is the expiration date of this contract?
Answer: This Agreement be deemed effective as of the Effective Date, Agreement and shall terminate on December 31, 2020, unless terminated earlier in accordance with Section 3.2.
Question: Consider the Distribution and Development Agreement between Sekisui Diagnostics, LLC and Qualigen, Inc.; What is the governing law for this contract?
Answer: This Agreement shall be governed by, and construed and interpreted in accordance with, the laws of the State of Delaware, without reference to its conflicts of laws principles.
Question: Consider the 2008 Sponsorship Agreement Renewal between Rubio's Fresh Mexican Grill and San Diego Ballpark Funding LLC; What is the governing law for this contract?
Answer: This Agreement shall be interpreted and enforced according to the laws of the State of California without regard to principles of conflict of laws.
Question: Consider the Distributor Agreement between VendingData Corporation and Technical Casino Supplies Ltd for Casino Products; What is the renewal term for this contract?
Answer: As provided for in this Section 1, the term of this Agreement shall be for a period of five (5) years, beginning on the Effective Date (the "Initial Term"); provided, however, the Initial Term shall be subject to automatic successive renewal terms of three (3) years each (the "Renewal Terms" and together with the Initial Term, the "Term").
Question: Consider the Co-Branding and Endorsement Licensing Agreement between MusclePharm Corporation, Arnold Schwarzenegger, Marine MP, LLC, and Fitness Publications, Inc.; What is the renewal term for this contract?
Answer: In the event that MusclePharm shall achieve Net Sales (as defined below) of $20 million (the "First Renewal Threshold") in the aggregate during the Third Contract Year, then this Agreement shall automatically be renewed for an additional term of three (3) years (the "First Additional Term") on the same terms and conditions for the Initial Term except that: (i) no additional Stock Compensation (as defined below) shall be issued in connection with the renewal Term, (ii) the Cash Compensation for the First Additional Term shall be as set forth in Section 7 and Exhibit "C" Section (2) attached hereto, (iii) Endorser shall only be obligated to make two (2) Appearances in each Contract Year during the First Additional Term pursuant to Section 4(a)(ii) below and (iv) the marketing budget to promote the Licensed Products shall be $5.0 million during each Contract Year of the First Additional Term (subject to Section 12(b) of this Agreement). If this Agreement is renewed for the First Additional Term, then the First Additional Term shall commence on July 23, 2016, and the Agreement shall expire and terminate automatically without further notice on July 22, 2019.
In the event that MusclePharm shall achieve Net Sales of $50 million (the "Second Renewal Threshold") in the aggregate during the sixth Contract Year, then this Agreement shall automatically be renewed for an additional term of three (3) years (the "Second Additional Term") on the same terms and conditions for the initial Term except that: (i) no additional Stock Compensation (as defined below) shall be issued in connection with the renewal Term, (ii) the Cash Compensation for the renewal Term shall be as set forth in Section 7 and Exhibit "C" Section (3) attached hereto, (iii) Endorser shall only be obligated to make two (2) Appearances in each Contract Year during the Second Additional Term pursuant to Section 4(a)(ii) below and (iv) the marketing budget to promote the Licensed Products shall be $5.0 in each Contract Year of the Second Additional Term (subject to Section 12(b) of this Agreement). If this Agreement is renewed for the Second Additional Term, then the Second Additional Term shall commence on July 23, 2019 and the Agreement shall expire and terminate automatically without further notice on July 22, 2022.
Question: Consider the Collaboration Agreement between Theravance, Inc. and Glaxo Group Limited for Development of Long-Acting β2 Adrenoceptor Agonists; What are the insurance requirements under this contract?
Answer: During the Term of this Agreement and for a period of one (1) year after the termination or expiration of this Agreement, GSK shall obtain and/or maintain at its sole cost and expense, product liability insurance (including any self-insured arrangements) in amounts which are reasonable and customary in the U.S. pharmaceutical industry for companies of comparable size and activities
Such product liability insurance or self-insured arrangements shall insure against all liability, including without limitation personal injury, physical injury, or property damage arising out of the manufacture, sale, distribution, or marketing of the Collaboration Products
GSK shall provide written proof of the existence of such insurance to Theravance upon request.
Question: Consider the Supply Agreement between Miltenyi Biotec GmbH and Bellicum Pharmaceuticals, Inc.; Is there an anti-assignment clause in this contract?
Answer: Except as expressly provided in this Agreement, Bellicum specifically agrees not to, and agrees not to cause any Third Party to, sell, market, export, transfer, or re-export Miltenyi Products without Miltenyi's express prior written consent.
This Agreement shall not be assignable, pledged or otherwise transferred, nor may any right or obligations hereunder be assigned, pledged or transferred, by either Party to any Third Party without the prior written consent of the other Party, which consent, in the event of a financing transaction by the Party asking for consent, shall not be unreasonably withheld, conditioned or delayed by the other Party; except either Party may assign or otherwise transfer this Agreement without the consent of the other Party to an entity that acquires all or substantially all of the business or assets of the assigning Party relating to the subject matter of this Agreement, whether by merger, acquisition or otherwise; provided that intellectual property rights that are owned or held by the acquiring entity or person to such transaction (if other than one of the Parties to this Agreement) shall not be included in the technology licensed hereunder
Any assignment of this Agreement in contravention of this Article 17 shall be null and void.
Question: Consider the Maintenance Agreement for Software Services between XIMAGE and SAGEM S.A.; Is there a cap on liability under this contract?
Answer: MORPHO agrees that XIMAGE's total liability to MORPHO for any damages      suffered in connection with, or arising out of, this Agreement or      MORPHO's use of any documentation, product or service provided (or to be      provided) hereunder, regardless of whether any such liability is based      upon contract, tort or other basis, shall be limited to an amount not to      exceed the basic Monthly Maintenance Charges, for a sixty (60) day term      under this Agreement.
IN NO EVENT SHALL, XIMAGE BE LIABLE TO MORPHO FOR ANY INCIDENTAL,      CONSEQUENTIAL, SPECIAL OR INDIRECT DAMAGES (INCLUDING WITHOUT      LIMITATION, DAMAGES ARISING FROM LOSS OF BUSINESS, DATA, PROFITS OR      GOODWILL) INCURRED OR SUFFERED BY MORPHO IN CONNECTION WITH, OR ARISING      OUT OF, THIS AGREEMENT OR MORPHO'S USE OF ANY DOCUMENTATION OR SOFTWARE      OR SERVICES PROVIDED, OR TO BE PROVIDED, HEREUNDER, EVEN IF XIMAGE HAS      BEEN APPRISED OF THE LIKELIHOOD OF THE SAME. NO ACTION, REGARDLESS OF      FORM, RELATED TO TRANSACTIONS OCCURRING UNDER, OR CONTEMPLATED BY, THIS      AGREEMENT MAY BE BROUGHT BY EITHER PARTY MORE THAN ONE (1) YEAR AFTER      THE CAUSE OF ACTION HAS ACCRUED.
Question: Consider the Distribution and Development Agreement between Sekisui Diagnostics, LLC and Qualigen, Inc.; What is the notice period required to terminate the renewal?
Answer: The initial term of this Agreement and any renewal term thereof shall be automatically extended at the end of the initial term and any renewal term thereof for an additional one (1) year period unless either Party notifies the other Party not less than six (6) months before the end of the then in effect term of its intent to terminate this Agreement
Question: Consider the Maintenance Agreement for Software Services between XIMAGE and SAGEM S.A.; Is there a minimum commitment required under this contract?
Answer: All interventions on site are subject to a minimum total charge of      $2,000.
Question: Consider the Collaboration Agreement between Theravance, Inc. and Glaxo Group Limited for Development of Long-Acting β2 Adrenoceptor Agonists; Is there a cap on liability under this contract?
Answer: The Party subject to the Force Majeure Event shall not be liable to the other Party for any direct, indirect, consequential, incidental, special, punitive, exemplary or other damages arising out of or relating to the suspension or termination of any of its obligations or duties under this Agreement by reason of the occurrence of a Force Majeure Event, provided such Party complies in all material respects with its obligations under this Section 16.3.
Question: Consider the Product Development and Co-Branding Agreement between Integrity Incorporated and Time Life, Inc. for 'Songs 4 Worship' Series; Is there a covenant not to sue included in this contract?
Answer: TL recognizes Integrity's title                   to the Integrity Trademarks and will not at any time do or                   suffer to be done any act or thing which will in any way                   impair Integrity's rights in and to the Integrity Trademarks.
Integrity recognizes TL's title to the                   TL Trademarks and will not at any time do or suffer to be done                   any act or thing which will in any way impair TL's rights in                   and to the TL Trademarks.
Question: Consider the 2008 Sponsorship Agreement Renewal between Rubio's Fresh Mexican Grill and San Diego Ballpark Funding LLC; What is the expiration date of this contract?
Answer: The term (the "Term") shall commence on November 1, 2007 and end on October 31, 2008 (unless terminated earlier in accordance with the General Provisions).
Question: Consider the Distributor Agreement between VendingData Corporation and Technical Casino Supplies Ltd for Casino Products; What is the expiration date of this contract?
Answer: As provided for in this Section 1, the term of this Agreement shall be for a period of five (5) years, beginning on the Effective Date (the "Initial Term"); provided, however, the Initial Term shall be subject to automatic successive renewal terms of three (3) years each (the "Renewal Terms" and together with the Initial Term, the "Term").
Question: Consider the Supply Agreement between Miltenyi Biotec GmbH and Bellicum Pharmaceuticals, Inc.; Can this contract be terminated for convenience, and under what conditions?
Answer: Bellicum may terminate this Agreement or a particular Module upon ninety (90) days written notice to Miltenyi: 1) if Bellicum, in its sole and absolute discretion, discontinues or indefinitely suspends the development and/or commercialization of the Bellicum Product(s) or 2) without cause for any reason or no reason.
Question: Consider the Co-Branding and Endorsement Licensing Agreement between MusclePharm Corporation, Arnold Schwarzenegger, Marine MP, LLC, and Fitness Publications, Inc.; What is the expiration date of this contract?
Answer: This Agreement shall have an Initial Term of three (3) years. The Term shall commence on July 23, 2013 and shall expire on July 22, 2016, unless otherwise terminated earlier pursuant to Section 9 of this Agreement.
Question: Consider the Distribution and Development Agreement between Sekisui Diagnostics, LLC and Qualigen, Inc.; What is the renewal term for this contract?
Answer: The initial term of this Agreement and any renewal term thereof shall be automatically extended at the end of the initial term and any renewal term thereof for an additional one (1) year period unless either Party notifies the other Party not less than six (6) months before the end of the then in effect term of its intent to terminate this Agreement.
Question: Consider the Sponsorship Agreement between HealthCare Capital Corp. and C.M. Oliver & Company Limited; Is there an anti-assignment clause in this contract?
Answer: This  Agreement  is binding  upon and enures to the  benefit of the  parties and their  respective  successors and assigns,  and no party shall have the right to assign its rights  hereunder or any interest  herein  without the prior  written consent of the other parties.
Question: Consider the Distributor Agreement between Snotarator LLC and SMSA Ballinger Acquisition Corp. for Snotarator Products in South America; Is there a covenant not to sue included in this contract?
Answer: Distributor shall not take any actions, or aid or assist any other party to take any actions that would infringe upon, harm or contest the proprietary rights of Company in and to the Brand and Products.
Question: Consider the Maintenance Agreement for Software Services between XIMAGE and SAGEM S.A.; Is there an anti-assignment clause in this contract?
Answer: The interests of MORPHO in this Agreement are personal and shall not be      assigned, transferred, shared or divided in any manner by MORPHO without a      prior written consent of XIMAGE.
Question: Consider the Distribution and Development Agreement between Sekisui Diagnostics, LLC and Qualigen, Inc.; What is the expiration date of this contract?
Answer: The initial term of this Agreement shall commence on the Effective Date and shall continue for a period of five (5) years unless earlier terminated pursuant to Section 14 hereof (the "Term").
Question: Consider the Collaboration Agreement between Theravance, Inc. and Glaxo Group Limited for Development of Long-Acting β2 Adrenoceptor Agonists; Is there a minimum commitment required under this contract?
Answer: Subject to and consistent with the further Development principles outlined herein, each Party will offer a minimum of four (4) identified LABA compounds to this collaboration, with the intention of commercializing at least one Long-Acting β2 Adrenoceptor Agonist as a single agent and/or as a LABA/ICS Combination Product.
GSK shall also use Diligent Efforts to contribute at least one ICS and/or other non-LABA compound to the collaboration for the purpose of developing a combination product and Diligent Efforts to develop an optimal inhaled formulation of Collaboration Product in a device which may be either/or a dry powder inhaler formulation and/or a metered dose inhaler formulation of the Collaboration Compound and Development activities of such may continue in parallel.
Milestone

  Amount               Initiation of Phase I *

  U.S.$10 Million   Initiation of Phase IIa**

  U.S.$10 Million   Initiation of Phase IIb**

  U.S.$5 Million               Initiation of Phase III

  U.S.$25 Million
Question: Consider the Collaboration Agreement between Theravance, Inc. and Glaxo Group Limited for Development of Long-Acting β2 Adrenoceptor Agonists; What licenses are granted under this contract?
Answer: Subject to the terms of this Agreement, including without limitation Section 2.2, Theravance grants to GSK, and GSK accepts, an exclusive (except as to Theravance and its Affiliates) license in the Field under the Theravance Patents, Theravance Know-How and Theravance's rights in the Joint Inventions to make, have made, use and Develop Collaboration Products for Commercialization in the Territory.
Subject to the terms of this Agreement, including without limitation Section 2.2, Theravance hereby grants to GSK, and GSK accepts, an exclusive license in the Field under the Theravance Patents, Theravance Know-How and Theravance's rights in the Joint Inventions to make, have made use, sell, offer for sale and import Collaboration Products in the Territory.
Subject to the terms of this Agreement, including without limitation Section 2.2, Theravance grants to GSK an exclusive license in the Field under the Theravance Patents, Theravance Know-How and Theravance's rights in the Joint Inventions to make and have made API Compound or formulated Collaboration Product in the Territory.
Question: Consider the Product Development and Co-Branding Agreement between Integrity Incorporated and Time Life, Inc. for 'Songs 4 Worship' Series; What are the audit rights under this contract?
Answer: Either party, at its sole expense, upon at least          thirty (30) days written notice (and not more than once in respect of          any accounting period) will have the right to inspect the other party's          books regarding the obligations hereunder for a period of two (2) years          from the date on which any statement is rendered.
Question: Consider the Distributor Agreement between Snotarator LLC and SMSA Ballinger Acquisition Corp. for Snotarator Products in South America; What is the duration of any warranties provided in this contract?
Answer: Company further warrants all Products to be free from defects in material or workmanship under normal use and service for a period of ninety (90) days from the date of delivery. Any defects must be replaced by the Company within sixty (60) days within this scope of the warranty and all charges for labor and material, will be borne by Company
Question: Consider the Sponsorship Agreement between HealthCare Capital Corp. and C.M. Oliver & Company Limited; What is the governing law for this contract?
Answer: This  Agreement is governed by, and will be construed in  accordance  with,  the laws of British Columbia, Canada.
This Agreement  will be governed by the law of British  Columbia and the parties attorn to the  non-exclusive  jurisdiction of the courts of British Columbia for the resolution of all disputes arising in connection with this Agreement.
Question: Consider the Supply Agreement between Miltenyi Biotec GmbH and Bellicum Pharmaceuticals, Inc.; What is the governing law for this contract?
Answer: This Agreement shall be governed in all respects by, and construed and enforced in accordance with, the laws of the State of New York, USA, without regard to the conflict of law provisions thereof or the United Nations Convention on Contracts for the International Sale of Goods; provided, however, that any dispute relating to the scope, validity, enforceability or infringement of any Intellectual Property Right will be governed by, and construed and enforced in accordance with, the substantive laws of the jurisdiction in which such Intellectual Property Right applies.
Question: Consider the Supply Agreement between Miltenyi Biotec GmbH and Bellicum Pharmaceuticals, Inc.; What is the expiration date of this contract?
Answer: The Agreement shall have an initial term of ten (10) years commencing from the Effective Date and ending on the tenth (10th) anniversary thereof (the "Initial Term"), unless earlier terminated by either Party in accordance with the provisions of Section 15.2 or Section 15.3.
Question: Consider the Maintenance Agreement for Software Services between XIMAGE and SAGEM S.A.; What is the notice period required to terminate the renewal?
Answer: This      Agreement shall automatically renew for consecutive one (1) year terms      at XIMAGE's then prevailing rates at the end of each one (1) year term      unless either party gives at least sixty (60) days prior written notice      of the non-renewal of this Agreement.
Question: Consider the Collaborative Research, Development and Commercialization Agreement between Revolution Medicines, Inc. and Aventis, Inc. (Sanofi); What are the insurance requirements under this contract?
Answer: Each Party shall procure and maintain insurance, including product liability insurance, with respect to its activities hereunder and under the Ancillary Agreements and which is consistent with normal business practices of companies similarly situated at all times during which any SHP2 Inhibitors or Product is being clinically tested in human subjects or commercially distributed or sold.
Each Party shall provide the other Party with evidence of such insurance upon request and, in the case of RevMed, shall provide Sanofi with written notice at least [***] prior to the cancellation, non-renewal or material changes in such insurance.