conversations.from: human
conversations.value: Give me more for this agreement: by and between
  SIGA TECHNOLOGIES, INC.
  and
  MERIDIAN MEDICAL TECHNOLOGIES, INC., a Pfizer company
  Source: SIGA TECHNOLOGIES INC, 8-K, 6/3/2019
conversations.from: assistant
conversations.value: TABLE OF CONTENTS PAGE ARTICLE 1 DEFINITIONS 1 ARTICLE 2 GRANT OF RIGHTS 11 2.1 Grant of Rights to MMT 11 2.2 Negative Covenants 11 2.3 Non-Compete Covenant 11 2.4 Retained Rights 12 2.5 No Implied Licenses 12 2.6 ___ 12 ARTICLE 3 GOVERNANCE 12 3.1 Joint Steering Committee 12 3.2 Good Faith 12 3.3 Scope of Governance 13 ARTICLE 4 PROMOTION AND OTHER COMMERCIALIZATION 13 4.1 Promotion in the Territory 13 4.2 Diligence 14 4.3 Customer Contracts 14 4.4 Regulatory Matters 15 4.5 Discontinued Countries 15 ARTICLE 5 FORECASTING AND ORDERING 15 5.1 Product Forecasts 15 5.2 Purchase Orders 15 5.3 Delivery 16 5.4 Supply Limitation 16 5.5 Supply Penalties 16 5.6 Adverse Event Reporting 16 ARTICLE 6 PAYMENTS 16 6.1 Promotion Fee 16 6.2 Payments 17 6.3 Currency 17 6.4 Records 17 6.5 Audits 18 6.6 Blocked Payment and Indemnification 19 6.7 Source of Recovery 19 6.8 Taxes 19 ARTICLE 7 INTELLECTUAL PROPERTY 20 7.1 Ownership of SIGA Intellectual Property 20 7.2 Intellectual Property Maintenance 20 7.3 New Patents and Trademarks 20
  -i-
  Source: SIGA TECHNOLOGIES INC, 8-K, 6/3/2019
  TABLE OF CONTENTS (CONTINUED) PAGE ARTICLE 8 REPRESENTATIONS AND WARRANTIES; COVENANTS 21 8.1 Mutual Representations and Warranties 21 8.2 Additional Representations, Warranties and Covenants of SIGA 22 8.3 Additional Representations and Warranties of MMT 26 8.4 Covenants 27 8.5 No Other Representations or Warranties 29 ARTICLE 9 INDEMNIFICATION 29 9.1 Indemnification by SIGA 29 9.2 Indemnification by MMT 30 9.3 Indemnification Procedures 30 9.4 Insurance 31 9.5 Limitation of Liability 31 ARTICLE 10 CONFIDENTIALITY 31 10.1 Confidentiality 31 10.2 Authorized Disclosure 32 10.3 Technical Publication 33 10.4 Publicity; Terms of Agreement 33 10.5 Prior Confidentiality Agreements 34 10.6 Return of Confidential Information 34 10.7 Unauthorized Use 34 10.8 Exclusive Property 34 ARTICLE 11 TERM AND TERMINATION 35 11.1 Term 35 11.2 Termination for Cause 35 11.3 Termination Upon Certain Changes of Control 36 11.4 Termination for Failure to ___ 36 11.5 Termination for Convenience 36 11.6 Effect of Termination 36 11.7 Survival 36 ARTICLE 12 DISPUTE RESOLUTION 36 12.1 Executive Officer Resolution 36 12.2 Governing Law 37 12.3 Jurisdiction 37 12.4 NO JURY TRIAL 37 ARTICLE 13 MISCELLANEOUS 38 13.1 Entire Agreement; Amendment 38 13.2 Force Majeure 38
  -ii-
conversations.from: human
conversations.value: Fill in the missing spans: by and between SIGA TECHNOLOGIES, INC. and MERIDIAN MEDICAL TECHNOLOGIES, INC. , a Pfizer company Source: SIGA TECHNOLOGIES INC, 8-K, 6/3/2019 [spans 1].
conversations.from: assistant
conversations.value: spans 1: TABLE OF CONTENTS PAGE ARTICLE 1 DEFINITIONS 1 ARTICLE 2 GRANT OF RIGHTS 11 2
conversations.from: human
conversations.value: More of this please:
  1 Grant of Rights to MMT 11 2.2 ...
conversations.from: assistant
conversations.value: Here you go: Negative Covenants 11 2.3 Non-Compete Covenant 11 2.
conversations.from: human
conversations.value: Fill in the missing words: 4 Retained Rights 12 2.5 No Implied [words 1].
conversations.from: assistant
conversations.value: words 1: Licenses 12 2
conversations.from: human
conversations.value: Fill in the missing words: 6 ___ 12 ARTICLE 3 GOVERNANCE [words 1] 12 3.2 Good Faith 12 3.3 [words 2] 4 PROMOTION AND OTHER COMMERCIALIZATION 13 4.1 Promotion in the [words 3] 4.
conversations.from: assistant
conversations.value: words 1: 12 3.1 Joint Steering Committee 
  words 2: Scope of Governance 13 ARTICLE 
  words 3: Territory 13
conversations.from: human
conversations.value: More of this please:
  5 Discontinued Countries 15 ARTICLE 5 FORECASTING ...
conversations.from: assistant
conversations.value: Here you go: AND ORDERING 15 5.1 Product Forecasts 15 5.
conversations.from: human
conversations.value: More of this please:
  2 Purchase Orders 15 5.3 Delivery 16 5.4 Supply Limitation 16 5.5 ...
conversations.from: assistant
conversations.value: Here you go: Supply Penalties 16 5.6 Adverse Event Reporting 16 ARTICLE 6 PAYMENTS 16...
conversations.from: human
conversations.value: More.
conversations.from: assistant
conversations.value: 6.
conversations.from: human
conversations.value: More of this please:
  1 Promotion Fee 16 ...
conversations.from: assistant
conversations.value: Here you go: 6.2 Payments 17 6.
conversations.from: human
conversations.value: More of this please:
  3 Currency 17 6.4 Records 17 6.5 Audits 18 6.6 ...
conversations.from: assistant
conversations.value: Here you go: Blocked Payment and Indemnification 19 6.7 Source of Recovery 19...
conversations.from: human
conversations.value: Continue.
conversations.from: assistant
conversations.value: 6.
conversations.from: human
conversations.value: More of this please:
  8 Taxes 19 ARTICLE 7 INTELLECTUAL PROPERTY 20 7.1 Ownership ...
conversations.from: assistant
conversations.value: Here you go: of SIGA Intellectual Property 20 7.2 Intellectual Property Maintenance 20...
conversations.from: human
conversations.value: More.
conversations.from: assistant
conversations.value: 7.
conversations.from: human
conversations.value: Fill in the missing spans: 3 New Patents and Trademarks 20 -i- Source: SIGA ...
conversations.from: assistant
conversations.value: spans 1: TECHNOLOGIES INC, 8-K, 6/3/2019 TABLE OF CONTENTS (CONTINUED) PAGE ARTICLE 8 REPRESENTATIONS AND WARRANTIES; COVENANTS 21 8.1 Mutual Representations and Warranties 21 8
conversations.from: human
conversations.value: Fill in the missing words: 2 Additional Representations, Warranties and Covenants of SIGA 22 8.3 Additional Representations and Warranties of MMT 26 8.4 Covenants 27 8.5 No Other Representations [words 1] Indemnification by SIGA 29 9.2 Indemnification [words 2] 9.3 Indemnification Procedures 30 9.4 Insurance 31 9.5 Limitation [words 3] 31 ARTICLE 10 CONFIDENTIALITY 31 10.1 Confidentiality 31 10.2 Authorized [words 4] 32 10.
conversations.from: assistant
conversations.value: words 1: or Warranties 29 ARTICLE 9 INDEMNIFICATION 29 9.1 
  words 2: by MMT 30 
  words 3: of Liability 
  words 4: Disclosure
conversations.from: human
conversations.value: Fill in the missing words: 3 Technical Publication 33 10.4 Publicity; Terms of Agreement 33 10.5 [words 1] 10.6 Return of Confidential Information 34 10.7 Unauthorized [words 2].
conversations.from: assistant
conversations.value: words 1: Prior Confidentiality Agreements 34 
  words 2: Use 34 10
conversations.from: human
conversations.value: More of this please:
  8 Exclusive Property 34 ARTICLE 11 TERM ...
conversations.from: assistant
conversations.value: Here you go: AND TERMINATION 35 11.1 Term 35 11.
conversations.from: human
conversations.value: More of this please:
  2 Termination for Cause 35 11.3 Termination Upon Certain Changes ...
conversations.from: assistant
conversations.value: Here you go: of Control 36 11.4 Termination for Failure to ___ 36 11.
conversations.from: human
conversations.value: Fill in the missing spans: 5 Termination for Convenience 36 11.6 Effect of Termination 36 11.7 Survival 36 ARTICLE 12 DISPUTE RESOLUTION 36 12.1 Executive Officer Resolution 36 [spans 1] 38 -ii- Source: SIGA TECHNOLOGIES INC, 8-K, 6/3/2019 TABLE OF CONTENTS (CONTINUED) PAGE 13.
conversations.from: assistant
conversations.value: spans 1: 12.2 Governing Law 37 12.3 Jurisdiction 37 12.4 NO JURY TRIAL 37 ARTICLE 13 MISCELLANEOUS 38 13.1 Entire Agreement; Amendment 38 13.2 Force Majeure
conversations.from: human
conversations.value: More of this please:
  3 Notices 38 13.4 No ...
conversations.from: assistant
conversations.value: Here you go: Strict Construction; Interpretation; Headings 39 13.
conversations.from: human
conversations.value: More of this please:
  5 Assignment 40 13.6 ...
conversations.from: assistant
conversations.value: Here you go: Performance by Affiliates 40 13.
conversations.from: human
conversations.value: Fill in the missing spans: 7 Further Assurances and Actions 40 13.8 Severability 41 13.9 No Waiver ...
conversations.from: assistant
conversations.value: spans 1: 41 13.10 Relationship of the Parties 41 13.11 English Language 42 13.12 Counterparts 42 13.13 Schedules 42 13
conversations.from: human
conversations.value: Fill in the missing words: 14 Expenses 42 -iii- Source: SIGA [words 1] 6/3/2019 PROMOTION AGREEMENT This PROMOTION AGREEMENT (this "Agreement") [words 2] (the "Effective Date") by and between SIGA TECHNOLOGIES, INC. [words 3] 31 East 62nd Street, New York, NY 10065 ("SIGA"), and [words 4] INC. , a Pfizer company, and Delaware corporation having an [words 5] Road, Suite #301, Columbia, MD 21046 ("MMT"). SIGA and MMT are sometimes referred [words 6] "Party" and collectively as the "Parties".
conversations.from: assistant
conversations.value: words 1: TECHNOLOGIES INC, 8-K, 
  words 2: is entered into as of May 31, 2019 
  words 3: , a Delaware corporation having an address at 
  words 4: MERIDIAN MEDICAL TECHNOLOGIES, 
  words 5: address at 6350 Stevens Forest 
  words 6: to individually as a
conversations.from: human
conversations.value: Fill in the missing spans: RECITALS WHEREAS, SIGA developed the FDA-approved oral capsule [spans 1] selling of pharmaceutical and antiviral products; and WHEREAS, MMT desires to obtain from SIGA, [spans 2] in the Field in the Territory, as set forth herein. NOW, THEREFORE, in consideration of the foregoing premises and the mutual promises, covenants and conditions [spans 3].
conversations.from: assistant
conversations.value: spans 1: formulation of TPOXX® (tecovirimat) for the treatment of smallpox; WHEREAS, MMT possesses resources and expertise in the marketing, promoting, advertising, offering for sale and 
  spans 2: and SIGA desires to grant to MMT certain exclusive licenses in the Territory to market, promote, advertise, offer for sale and sell the Product 
  spans 3: contained in this Agreement, the Parties hereby agree as follows: ARTICLE 1 DEFINITIONS "Active Country" has the meaning set forth in Section 4.4(b)
conversations.from: human
conversations.value: Fill in the missing words: "Affiliate" means, with respect to each Party, ... partnership or other entity or Person which ... controls or is controlled by or is under common control with that Party. A ... in "control" (including, with correlative meaning, the terms "controlled by" and "under ... another Person if it (a) owns or controls at least fifty percent (50%) of the equity securities of the subject Person entitled to vote in ... or (b) possesses, directly or indirectly, ... or cause the direction of the management or ... through ownership of securities or other ownership interests, by contract or otherwise).
conversations.from: assistant
conversations.value: words 1: any corporation, firm, 
  words 2: directly or indirectly 
  words 3: Person will be regarded as 
  words 4: common control with") of 
  words 5: the election of directors, 
  words 6: the power to direct 
  words 7: policies of any such Person (whether
conversations.from: human
conversations.value: Fill in the missing spans: "Alliance Manager" has the meaning set forth in Section 3.1(d). "Anti-Corruption Law" means any applicable Law ... extent applicable to a Party. Source: SIGA ...
conversations.from: assistant
conversations.value: spans 1: of any jurisdiction concerning or relating to bribery, kickbacks or corruption including the United States Foreign Corrupt Practices Act of 1977, the Anti-Kickback Statute, the UK Bribery Act 2010, any Laws enacted pursuant to the OECD Convention on Combating Bribery of Foreign Public Officials, and other similar anti-corruption legislation in other jurisdictions, as may be amended from time to time and each to the 
  spans 2: TECHNOLOGIES INC, 8-K, 6/3/2019 "Audit Report" has the meaning set forth in Section 6.5
conversations.from: human
conversations.value: Fill in the missing words: "Bankruptcy Code" means, as applicable, the U.S. [words 1] and the rules and regulations and guidelines promulgated thereunder [words 2] of any other country or Governmental Authority, as amended from time to time, [words 3] guidelines promulgated thereunder. "Binding Portion of Forecast" has the meaning set forth in [words 4].
conversations.from: assistant
conversations.value: words 1: Bankruptcy Code, as amended from time to time, 
  words 2: or the bankruptcy laws 
  words 3: and the rules and regulations and 
  words 4: Section 5.1(a)
conversations.from: human
conversations.value: More of this please:
  "Business Day" means any day other than a day on which the commercial banks in New York City are authorized or required to be closed. "Business Plan" has the meaning set forth in Section 4.1(a). "Calendar Quarter" means a period of three (3) consecutive months ending on the last day of March, June, September, or December, respectively, except that the first Calendar Quarter of the Term shall commence on the Effective Date and end on June 30, 2019 and the last Calendar Quarter shall end ...
conversations.from: assistant
conversations.value: Here you go: on the last day of the Term. "Calendar Year" means a period of twelve (12) consecutive months beginning on January 1 and ending on December 31, except that the first Calendar Year of the Term shall commence on the Effective Date and end on December 31 of the year in which the Effective Date occurs and the last Calendar Year of the Term shall commence on January 1 of the year in which the Term ends and end on the last day of the Term.
conversations.from: human
conversations.value: Fill in the missing words: "Change of Control" means, with respect [words 1] ___. "Claims" has the meaning set [words 2] 9.1. "Commercialize" means to Promote, distribute, obtain [words 3] Approvals, import, export and/or conduct other commercialization activities, and "Commercialization" means commercialization activities related [words 4] any and all activities relating to Promoting, distributing, obtaining Pricing Approvals and [words 5] exporting. "Commercialize" or "Commercialization" shall expressly exclude "Develop" or "Development". "Commercially [words 6] with respect to the efforts to be [words 7] respect to any objective, reasonable, diligent and good faith efforts [words 8] objective. With respect to the Promotion [words 9] Product, "Commercially Reasonable Efforts" means ___. "Competing Product" means ___. "Compliance Communications" has the [words 10] 8.2(x)(i).
conversations.from: assistant
conversations.value: words 1: to either Party, 
  words 2: forth in Section 
  words 3: Pricing Approvals and Reimbursement 
  words 4: to a product, including 
  words 5: Reimbursement Approvals, importing and 
  words 6: Reasonable Efforts" means, 
  words 7: expended by any Person with 
  words 8: to accomplish such 
  words 9: or other exploitation of the 
  words 10: meaning set forth in Section
conversations.from: human
conversations.value: Fill in the missing spans: 2 Source: SIGA TECHNOLOGIES INC, 8-K, 6/3/2019 "Confidential Information" of a Party means (a) any and all information of such Party or its Affiliates that is provided or disclosed by such Party or its Affiliates to the other Party or [spans 1] Agreement. "Control" means, with respect to any material, Know-How, or intellectual property right, that a Party (a) owns or (b) has [spans 2] grant to the other Party access, a license, sublicense or other rights (as applicable) to the foregoing on the terms and conditions set forth in this Agreement without violating the terms of any then-existing agreement or other arrangement with any Third Party. "Credit Amount" has the meaning set forth in Section 6.1(b). "Customer" means a Third [spans 3] MMT. "Customer Contract Notice" has the meaning set forth in Section 4.3(b).
conversations.from: assistant
conversations.value: spans 1: its Affiliates under this Agreement, whether in oral, written, graphic, or electronic form, and (b) the terms of this 
  spans 2: a license (other than a license granted to such Party under this Agreement) or other right to such material, Know-How, or intellectual property right, and in each case, has the ability to 
  spans 3: Party that has entered into a Customer Contract with
conversations.from: human
conversations.value: More of this please:
  "Customer Contract" has the meaning set forth in Section 4.3(a). "Delivery Date" shall mean the date set forth in each Purchase Order by which SIGA ...
conversations.from: assistant
conversations.value: Here you go: is to deliver the Product ordered thereunder, which date shall not be any earlier than the corresponding lead time set forth in the applicable Purchase Order.
conversations.from: human
conversations.value: More of this please:
  "Develop" or "Development" means any and all activities relating to researching or developing (including synthesizing, screening, testing or evaluating), preparing and conducting non-clinical studies, preparing and conducting clinical studies, and conducting certain ...
conversations.from: assistant
conversations.value: Here you go: regulatory activities (including preparation of regulatory applications) that are necessary or useful to obtain and maintain Regulatory Approval of the Product in any country in the Territory. "Develop" or "Development" may include...
conversations.from: human
conversations.value: More.
conversations.from: assistant
conversations.value: "Manufacture" or "Manufacturing" but shall expressly exclude "Commercialize" or "Commercialization". "Discontinued Country" has the meaning set forth in Section 4.2. "Dollars" or "$" means U.S. dollars. "EMA" means the European Medicines Agency or any successor entity.
conversations.from: human
conversations.value: More of this please:
  ___ "EU" means the economic, scientific and political organization of member states of the European Union as it may be constituted from time to time, which as of the Effective Date consists of Austria, Belgium, Bulgaria, Croatia, Cyprus, the Czech Republic, Denmark, Estonia, Finland, France, Germany, Greece, Hungary, Ireland, Italy, Latvia, Lithuania, Luxembourg, Malta, the Netherlands, Poland, Portugal, Romania, Slovakia, Slovenia, Spain, Sweden, and ...
conversations.from: assistant
conversations.value: Here you go: the United Kingdom. For clarity, the EU will at all times be deemed to include the United Kingdom, whether or not the United Kingdom remains a member state of the EU.3 Source: SIGA TECHNOLOGIES INC, 8-K, 6/3/2019 "Executive Officers" has the meaning set forth in Section 3.1(e). "Expanded Field" has the meaning set forth in Section 2.1(c). "FD&C Act" means the U.S. Federal Food,...
conversations.from: human
conversations.value: Continue.
conversations.from: assistant
conversations.value: Drug, and Cosmetic Act, as amended. "FDA" means the U.S. Food and Drug Administration or any successor entity.
conversations.from: human
conversations.value: Fill in the missing words: "Field" means ___. "Final Audit Report" [words 1] in Section 6.5. "Final Report" has [words 2] Section 6.2(b).
conversations.from: assistant
conversations.value: words 1: has the meaning set forth 
  words 2: the meaning set forth in
conversations.from: human
conversations.value: More of this please:
  "First Commercial Sale" means the date of the first sale of the Product in the Field in a country in the Territory to a Third Party for monetary value and for end use, including stockpiling, administration, or other consumption of the Product in the Field in such country in the Territory. "GCP" means the then-current standards, practices and procedures promulgated or endorsed by the FDA as set forth ...
conversations.from: assistant
conversations.value: Here you go: in the guidelines entitled "Guidance for Industry E6 Good Clinical Practice: Consolidated Guidance," including related regulatory requirements imposed by the FDA and, as applicable, comparable regulatory standards, practices and procedures promulgated by the EMA or other Regulatory Authority, as such standards, practices and procedures may be updated from time to time, including applicable quality guidelines promulgated under the ICH Q7. "Global Trade Control Laws" means the U. S.
conversations.from: human
conversations.value: Fill in the missing spans: economic sanctions rules and regulations implemented under statutory authority and/or the [spans 1] U.S. Department of the Treasury Office [spans 2].
conversations.from: assistant
conversations.value: spans 1: President's Executive Orders and administered by the 
  spans 2: of Foreign Assets Control; EU Council Regulations on export controls, including No
conversations.from: human
conversations.value: Fill in the missing spans: 428/2009; other EU Council sanctions laws and regulations, as implemented in EU Member States and enforced by EU Member State authorities, including [spans 1] relevant economic sanctions, export and import control laws, and other laws, [spans 2] Authority. "GLP" means the then-current good laboratory practice [spans 3] C. F. R. Part 58, and, as applicable, comparable [spans 4] promulgated under the ICH.4 Source: SIGA TECHNOLOGIES INC, 8-K, 6/3/2019 "GMP" means the standards relating to [spans 5] U.S. C.351(a)(2)(B), in FDA regulations at 21 C. F. R. Parts 210 and 211 and, as applicable, [spans 6] to the manufacture of active pharmaceutical ingredient and finished pharmaceuticals, as such standards may be updated from [spans 7] ICH. "Governmental Authority" means any supra-national, multi-national, federal, state, local, municipal, provincial or other governmental authority or political subdivision [spans 8] legislative, police, regulatory, administrative or taxing authority or functions of any nature pertaining to [spans 9].
conversations.from: assistant
conversations.value: spans 1: Her Majesty's Treasury in the United Kingdom; United Nations sanctions policies; all relevant regulations and legislative instruments made under any of the above; other 
  spans 2: regulations, legislation, orders and requirements imposed by a relevant Governmental 
  spans 3: standards promulgated or endorsed by the FDA as defined in 21 
  spans 4: regulatory standards promulgated by the EMA or other Regulatory Authority, as such standards may be updated from time to time, including applicable quality guidelines 
  spans 5: current Good Manufacturing Practices for fine chemicals, active pharmaceutical ingredients, intermediates, bulk products or finished pharmaceutical products set forth in (i) 21 
  spans 6: in The Rules Governing Medicinal Products in the European Community, Volume IV, Good Manufacturing Practice for Medicinal Products, or (ii) the ICH Guidelines relating 
  spans 7: time to time, including applicable quality guidelines promulgated under the 
  spans 8: of any nature (including any governmental division, prefecture, subdivision, department, agency, bureau, branch, office, public-institution, commission, council, court or other tribunal exercising executive, judicial, 
  spans 9: government)
conversations.from: human
conversations.value: More of this please:
  "ICH" means the International Council for Harmonisation of Technical Requirements for Pharmaceuticals for Human Use. "Indemnified Party" has the meaning set forth in Section 9.3. "Indemnifying Party" has the meaning set forth ...
conversations.from: assistant
conversations.value: Here you go: in Section 9.3. "Independent Auditor" has the meaning set forth in Section 6.5. "Initial Business Plan" has the meaning set forth in Section 4.1(a). "Initial Term" has the meaning set forth in...
conversations.from: human
conversations.value: Continue.
conversations.from: assistant
conversations.value: Section 11.1. "JSC" has the meaning set forth in Section 3.1(a).
conversations.from: human
conversations.value: Fill in the missing spans: "Know-How" means all technical, scientific and other information, know-how and data, including trade secrets, knowledge, inventions, discoveries, methods, specifications, processes, [spans 1] or not confidential, proprietary, patented or patentable. "Know-How" expressly excludes any Patents.5 Source: SIGA TECHNOLOGIES INC, 8-K, 6/3/2019 "Laws" means any law, statute, rule, regulation, standard, order, judgment or ordinance having the effect of law of any applicable national, federal, [spans 2] or award entered by or with any Governmental Authority, or [spans 3] (21 U.S. C. § 301, et seq.
conversations.from: assistant
conversations.value: spans 1: practices, formulae, instructions, skills, techniques, procedures, experiences, ideas, technical assistance, designs, drawings, assembly procedures, computer programs, expertise, technology, other non-clinical, pre-clinical and clinical data, documentation and results (including pharmacological, toxicological, pharmaceutical, biological, chemical, physical, safety and manufacturing data and results), analytical, regulatory and quality control data and results, Regulatory Materials, study designs, protocols, assays, biological methodologies and other technical information, in each case, whether 
  spans 2: provincial, state, county, city, or other political subdivision, or foreign, supranational or multinational law, including any statute, standard, code, resolution, or promulgation, or any order, writ, judgment, injunction, decree, stipulation, ruling, determination, 
  spans 3: any license, franchise, permit, or similar right granted under any of the foregoing, or any similar provision having the force or effect of law, including the Federal Food, Drug, and Cosmetic Act
conversations.from: human
conversations.value: Fill in the missing words: § 3729 et seq. ), comparable [words 1] under all such statutes, and the regulations issued by [words 2] accounting and recordkeeping laws, and laws relating [words 3] Government Officials. For the avoidance of doubt, any specific references to [words 4] or any portion thereof shall be deemed to include all then-current amendments thereto [words 5] any replacement or successor law, statute, standard, ordinance, code, rule, regulation, resolution, promulgation, order, writ, judgment, injunction, decree, stipulation, ruling, or determination thereto. [words 6] in Section 9.1. "Manufacture" or "Manufacturing" means [words 7] of a compound or product, including test [words 8] development, manufacturing scale-up, manufacturing for use in [words 9] for commercial sale, packaging, release of [words 10] control development, quality control testing (including in-process, [words 11] product or any component or ingredient thereof, [words 12] regulatory activities related to all of the foregoing. "Manufacture" or "Manufacturing" may be included as part of "Develop" or "Development" to the extent applicable, but is expressly exclude [words 13].
conversations.from: assistant
conversations.value: words 1: state statutes, the regulations promulgated 
  words 2: the FDA, and all applicable Anti-Corruption Laws, 
  words 3: to interactions with HCPs and 
  words 4: any Law or applicable Law 
  words 5: or 
  words 6: "Losses" has the meaning set forth 
  words 7: all activities related to the manufacturing 
  words 8: method development and stability testing, formulation, process 
  words 9: non-clinical and clinical studies, manufacturing 
  words 10: product, quality assurance/quality 
  words 11: in-process release and stability testing) and release of 
  words 12: and 
  words 13: from "Commercialize" or "Commercialization"
conversations.from: human
conversations.value: More of this please:
  ___ "MMT Indemnitees" has the meaning set forth in Section 9.1. "MMT Promotion Personnel" any employees of MMT or its Affiliates and other ...
conversations.from: assistant
conversations.value: Here you go: approved Third Party contractors, agents and personnel and Permitted Sublicensees, that MMT will assign to conduct Promotion pursuant to this Agreement. "Net Product Sales...
conversations.from: human
conversations.value: Continue.
conversations.from: assistant
conversations.value: Amount" means ___ "Non-Compliance Action" has the meaning set forth in Section...
conversations.from: human
conversations.value: Next.
conversations.from: assistant
conversations.value: 8.2(x)(ii). "Non-Promotion Notice" has the meaning set forth in Section 4.2. "Notice of Disagreement" has the meaning set forth in Section 6.5.
conversations.from: human
conversations.value: More of this please:
  "Notice of Dispute" has the meaning set forth in Section 12.1(a).6 Source: SIGA TECHNOLOGIES INC, 8-K, 6/3/2019 "Patents" means (a) pending patent applications, issued patents, utility models and design patents anywhere in the world; (b) provisionals, non-provisionals, reissues, substitutions, confirmations, registrations, validations, re-examinations, additions, continuations, continued prosecution applications, continuations-in-part, or divisionals of or to any of the foregoing; (c) any other patent application claiming ...
conversations.from: assistant
conversations.value: Here you go: priority to any of the foregoing anywhere in the world; (d) extension, renewal or restoration of any of the foregoing by existing or future extension, renewal or restoration mechanisms, including supplementary protection certificates or the equivalent thereof; and (e) any foreign equivalents to any of the foregoing.
conversations.from: human
conversations.value: Fill in the missing words: "PDF" means Adobe™ Portable Document Format sent by [words 1] mail. "Permitted Sublicensee" has the meaning set [words 2] 2.1(b). "Person" means an individual, sole proprietorship, partnership, limited partnership, limited liability partnership, corporation, limited liability company, business trust, joint [words 3] association, joint venture or similar entity [words 4] a government or political subdivision or department or [words 5] or other Governmental Authority. "Pfizer" means Pfizer Inc.
conversations.from: assistant
conversations.value: words 1: electronic 
  words 2: forth in Section 
  words 3: stock company, trust, incorporated 
  words 4: or organization, including 
  words 5: agency of a government
conversations.from: human
conversations.value: More of this please:
  a Delaware corporation. "Potential New Field" has the meaning set forth in Section 2.1(c). "Pricing and Reimbursement Authority" means, as applicable, the body with ...
conversations.from: assistant
conversations.value: Here you go: the authority to control, approve, recommend, decide, or otherwise determine pricing and reimbursement of pharmaceutical products, including those with authority to enter into risk...
conversations.from: human
conversations.value: More.
conversations.from: assistant
conversations.value: sharing schemes or to impose retroactive price reductions, discounts, or rebates (including the National Institute for Health and Care Excellence and the Scottish Medicines Consortium in the U. K. ; the Institute for Quality and Efficiency in Health Care in Germany; the Technical Scientific Commission and the Price and Reimbursement Committee within the Italian Medicines Agency in Italy; the Directorate General for the Basic...
conversations.from: human
conversations.value: Continue.
conversations.from: assistant
conversations.value: Portfolio of the National Health and Pharmacy System of the Ministry of Health in Spain; the National Union of Health Insurance Funds and the National Authority of Health in France; and Health...
conversations.from: human
conversations.value: Next.
conversations.from: assistant
conversations.value: Canada in Canada) or non-governmental authority (including "Sick Funds" in Germany)). "Pricing Approval" means the approval, agreement, determination or decision establishing prices for Product that can be charged in countries where Governmental Authorities or their designees control, approve, recommend, decide, or otherwise determine the price of pharmaceutical products. "Product" means the FDA-approved oral formulation of TPOXX® (tecovirimat) for use in the Field, or any...
conversations.from: human
conversations.value: Next.
conversations.from: assistant
conversations.value: oral formulation of tecovirimat for use in the Field for which a Regulatory Authority grants Drug Approval to SIGA in a country or jurisdiction in the Territory.7 Source: SIGA TECHNOLOGIES INC, 8-K,...
conversations.from: human
conversations.value: Continue.
conversations.from: assistant
conversations.value: 6/3/2019 "Promote" or "Promotion" means to market, advertise, promote, offer for sale, or sell a product. "Promotion Fee" has the meaning set forth in Section 6.1(a).
conversations.from: human
conversations.value: More of this please:
  "Purchase Order" shall mean a written purchase order generated by MMT for Product to be delivered pursuant to Customer Contracts which includes the information set forth in Section 5.2(a). "Quarterly Collected Revenue" ...
conversations.from: assistant
conversations.value: Here you go: means Net Product Sales Amount that is collected during the applicable Calendar Quarter. "Quarterly Payment" has the meaning set forth in Section 6.2(a). "Quarterly Report" has the meaning set forth in Section...
conversations.from: human
conversations.value: More.
conversations.from: assistant
conversations.value: 6.2(a). "Regulatory Approval" means, with respect to the Product in a particular country in the Territory, marketing authorization granted by the relevant Regulatory Authority permitting the marketing and sale of the Product in such country but excludes any and all Pricing Approvals and Reimbursement Approvals.
conversations.from: human
conversations.value: Fill in the missing spans: "Regulatory Authority" means, in a particular country, the Governmental Authority with the [spans 1] country. "Regulatory Materials" means any documentation comprising any regulatory application, submission, notification, communication, correspondence, proof of approval or license, registration, Regulatory Approval [spans 2] Territory. "Reimbursement Approval" means the approval, [spans 3] reimbursed in jurisdictions where the applicable Pricing and [spans 4] products. "Renewal Term" has the meaning set forth in Section 11.1. "Restricted Markets" means, as applicable under Global Trade Control Laws, the Crimean Peninsula, Cuba, Iran, North Korea, and Syria. "Restricted Party" means any individual(s) or entity(ies) on any of the following (collectively referred to herein as the "Restricted Party Lists"): the list [spans 5] U.S. Department of the Treasury Office of Foreign Assets Control; the U. S.
conversations.from: assistant
conversations.value: spans 1: authority to grant Regulatory Approval in such 
  spans 2: or other filing made to, received from or otherwise conducted with a Regulatory Authority to Develop, Manufacture, market, sell or otherwise Commercialize the Product in a particular country in the 
  spans 3: agreement, determination or decision regarding the prices for Product that can be 
  spans 4: Reimbursement Authority approves, determines or recommends the reimbursement of pharmaceutical 
  spans 5: of sanctioned entities maintained by the UN; the Specially Designated Nationals List and the Sectoral Sanctions Identifications List, as administered by the
conversations.from: human
conversations.value: Fill in the missing words: Entity List, and the U.S. Unverified List, all [words 1] U.S. Department of Commerce; the entities [words 2] the Consolidated List of Persons, Groups and [words 3] to E. U. Financial Sanctions, as implemented by the E. U. Common Foreign & Security Policy; [words 4] Entities, as published by the U.S. [words 5] Human Services - Office of Inspector [words 6] prohibited or debarred parties established under the U.S. Federal Food [words 7] Act; the list of Persons and [words 8] contracting with the U.S.government; and similar [words 9] parties maintained by the Governmental Authorities of the countries [words 10] activities conducted under this Agreement.8 Source: SIGA [words 11] Lists" has the meaning set forth in the definition [words 12] Party. ___ "Rolling Forecast" has the meaning set forth [words 13].
conversations.from: assistant
conversations.value: words 1: administered by the 
  words 2: subject to restrictive measures and 
  words 3: Entities Subject 
  words 4: the List of Excluded Individuals / 
  words 5: Health and 
  words 6: General; any lists of 
  words 7: Drug and Cosmetic 
  words 8: entities suspended or debarred from 
  words 9: lists of restricted 
  words 10: that have jurisdiction over the 
  words 11: TECHNOLOGIES INC, 8-K, 6/3/2019 "Restricted Party 
  words 12: of Restricted 
  words 13: in Section 5.1(a)
conversations.from: human
conversations.value: More of this please:
  "SEC" has the meaning set forth in Section 10.4(d). "Sell or Offer to Sell" means actual negotiation of terms of purchase and contracting for sale of Product in the ...
conversations.from: assistant
conversations.value: Here you go: Field in the Territory. "Selling Party" has the meaning set forth in the definition of Net Product Sales Amounts. "SIGA Indemnitees" has the meaning set forth in Section 9.2.
conversations.from: human
conversations.value: More of this please:
  "SIGA Intellectual Property" means the SIGA Know-How, SIGA Trademarks, SIGA Patents and SIGA Inventions. "SIGA Know-How" means all Know-How that (a) is necessary or useful for the Development, Manufacture or Commercialization of the Product in the Field in the Territory and (b) (i) is Controlled by SIGA or its Affiliates as of the Effective Date or (ii) is or becomes Controlled by SIGA or ...
conversations.from: assistant
conversations.value: Here you go: its Affiliates during the Term.
conversations.from: human
conversations.value: Fill in the missing spans: "SIGA Patent" means any Patent that (a) claims, generically or specifically, the Product, or the Manufacture or use of the Product in the Field [spans 1] set forth in Schedule 1 hereto, (ii) is Controlled by SIGA or [spans 2] Affiliates during the Term. "SIGA Trademark" means any Trademark that (a) is necessary for the Development, Manufacture or [spans 3] Date (which such Trademarks are set forth in Schedule 2 hereto) or (ii) is or becomes Controlled by SIGA or its Affiliates during the Term.
conversations.from: assistant
conversations.value: spans 1: (including its intermediates and relevant compounds) and (b)(i) is Controlled by SIGA or its Affiliates as of the Effective Date, which such Patents are 
  spans 2: its Affiliates during the Term and claims priority to the Patents Controlled by SIGA or its Affiliates as of the Effective Date, or (iii) is or becomes Controlled by SIGA or its 
  spans 3: Commercialization of a Product in the Field in the Territory and (b) (i) is Controlled by SIGA or its Affiliates as of the Effective
conversations.from: human
conversations.value: More of this please:
  9 Source: SIGA TECHNOLOGIES INC, 8-K, 6/3/2019 "SIGA's Auditor" has the meaning set forth in Section 6.5. "South Korea" means South Korea, including all of ...
conversations.from: assistant
conversations.value: Here you go: its territories and possessions. "Special Access Approval" has the meaning set forth in Section 4.4(b). "Supply Limitation" has the meaning set forth in Section 5.4.
conversations.from: human
conversations.value: Fill in the missing words: "Supply Terms" means ___. "Term" has the [words 1] forth in Section 11.1.
conversations.from: assistant
conversations.value: words 1: meaning set
conversations.from: human
conversations.value: Fill in the missing words: "Territory" means all countries and territories in the ... other than (a) the U. S.
conversations.from: assistant
conversations.value: words 1: world
conversations.from: human
conversations.value: Fill in the missing spans: (b) South Korea, (c) any Restricted Market, [spans 1] possessions. "Third Party" means any Person other than SIGA or MMT [spans 2] them. "Tier 1 Countries" mean ___. "Tier 2 Countries" mean ___.
conversations.from: assistant
conversations.value: spans 1: and (d) any Discontinued Country and, in the case of (a)-(c), each of their respective territories and 
  spans 2: or an Affiliate of either of
conversations.from: human
conversations.value: More of this please:
  "Tier 3 Countries" mean ___. "Tier Period" has the meaning set forth in Section 4.2. "Trademark" means any trademark, service mark, trade name, brand name, sub-brand name, trade dress, product configuration, program name, product name, delivery form name, certification mark, collective mark, logo, tagline, slogan, design or business symbol, that functions as an identifier of source or origin, whether or not registered and all ...
conversations.from: assistant
conversations.value: Here you go: statutory and common law rights therein and all registrations and applications therefor, together with all goodwill associated with, or symbolized by, any of the foregoing. "U.S. " means the United States of America, including all of its territories and possessions.
conversations.from: human
conversations.value: Fill in the missing spans: "Yearly Collected Revenue" means Net Product [spans 1].
conversations.from: assistant
conversations.value: spans 1: Sales Amount that is collected during the applicable Calendar Year.10 Source: SIGA TECHNOLOGIES INC, 8-K, 6/3/2019 ARTICLE 2 GRANT OF RIGHTS 2
conversations.from: human
conversations.value: Fill in the missing spans: Subject to the terms and conditions of this Agreement, [spans 1].
conversations.from: assistant
conversations.value: spans 1: SIGA hereby grants to MMT an exclusive right and license, with the right to grant sublicenses as permitted under Section 2.1(b), under the SIGA Intellectual Property solely to Promote the Product in the Field in the Territory
conversations.from: human
conversations.value: More of this please:
  The license granted by SIGA to MMT under this Section 2.1(a) will be exclusive even as to SIGA with respect to rights to Promote the Product in the Field in the Territory, ...
conversations.from: assistant
conversations.value: Here you go: except as set forth in Section 2.4 below. (b) Sublicense Rights. Except for the subcontractors appointed by MMT as of the Effective Date as listed on Exhibit A attached hereto, MMT may...
conversations.from: human
conversations.value: More.
conversations.from: assistant
conversations.value: not grant sublicenses of the rights and licenses granted to it in Section 2.1(a) to any Affiliate (including Pfizer or any Affiliate of Pfizer) or Third Party without the prior written approval of SIGA (such approval not to be unreasonably withheld). Each such subcontractor listed on Exhibit A attached hereto and any Affiliate or Third Party approved by SIGA as an MMT sublicensee pursuant to this Section 2.1(b) shall be deemed to be a "Permitted Sublicensee" for purposes of this Agreement. (c) Potential New Field. From time to time, MMT may request to expand the Field in a particular country in the Territory because it believes that there is an opportunity to Promote the Product in such new field (a "Potential New Field").
conversations.from: human
conversations.value: Fill in the missing words: MMT shall make such request to SIGA in writing. SIGA will ... New Field, based upon available information ... the regulatory environment in such country for such Potential New ... will need to seek Regulatory Approval and ... Approval. The Parties shall discuss the ... faith and upon the mutual written agreement of ... to proceed with a Potential New Field in such country, such Potential New Field shall be deemed ... "Expanded Field" for purposes of that country ... the Territory.2.2 Negative Covenants.
conversations.from: assistant
conversations.value: words 1: determine whether to approve such Potential 
  words 2: regarding 
  words 3: Field, and whether SIGA 
  words 4: Pricing Approval and Reimbursement 
  words 5: Potential New Field in good 
  words 6: the Parties 
  words 7: hereunder to be an 
  words 8: only in
conversations.from: human
conversations.value: Fill in the missing words: (a) MMT will not, and will not permit [words 1] sublicensees to, use or practice any SIGA Intellectual Property [words 2] the licenses granted to it under [words 3] 2.1. (b) SIGA will not, and will not permit any of its Affiliates [words 4] licensees to, Promote the Product in the Field in the Territory, except as set forth in [words 5].
conversations.from: assistant
conversations.value: words 1: any of its Affiliates or 
  words 2: outside the scope of 
  words 3: Section 
  words 4: or 
  words 5: Section 2.4.2
conversations.from: human
conversations.value: Fill in the missing spans: 3 Non-Compete Covenant. During the Term, MMT [spans 1] 2.3 shall not apply to any Affiliates of MMT [spans 2] Pfizer). Furthermore, ___.11 Source: SIGA TECHNOLOGIES INC, 8-K, [spans 3] Rights. Notwithstanding anything herein to the contrary, SIGA retains the [spans 4] Field the Territory, except that SIGA may not Promote or Sell or [spans 5] enter into any Customer Contracts in respect of) the Product in support of MMT's efforts [spans 6] Licenses. Except as explicitly set forth in this Agreement, neither Party [spans 7] Party. For clarity, MMT acknowledges and agrees that SIGA has not granted any license to [spans 8] in the Field in the Territory as [spans 9] ___. (a) ___.
conversations.from: assistant
conversations.value: spans 1: 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 
  spans 2: (including 
  spans 3: 6/3/2019 2.4 Retained 
  spans 4: right on behalf of itself and its Affiliates, licensees or any Third Parties to Develop, Manufacture, supply, distribute and otherwise Commercialize the Product in 
  spans 5: Offer to Sell the Product in the Field in the Territory to any Third Party; provided that SIGA may, at its sole cost and discretion engage in promotional activities regarding (but not 
  spans 6: to Promote or Sell and Offer to Sell the Product.2.5 No Implied 
  spans 7: will be deemed by estoppel or implication to have granted the other Party any license or other right to any intellectual property of such 
  spans 8: MMT hereunder to Develop or Manufacture the Product, and MMT does not have any right to Commercialize the Product, other than the license granted by SIGA to MMT to Promote the Product 
  spans 9: set forth in Section 2.1(a).2.6
conversations.from: human
conversations.value: Fill in the missing words: (a) Formation and Role. Within thirty (30) days after the Effective Date, the Parties [words 1] a joint steering committee (the "JSC") to govern the activities of the Parties with [words 2] the Promotion and Commercialization of the Product [words 3] Territory pursuant to this Agreement. The role of the JSC is: ___ (b) Members. ___.
conversations.from: assistant
conversations.value: words 1: will establish 
  words 2: respect to 
  words 3: in the Field in the
conversations.from: human
conversations.value: More of this please:
  (c) Meetings. ___. (d) Alliance Managers. ___. (e) Decision Making. ___.3.2 Good Faith. In conducting themselves on any committees, each representative of either Party, including the chairperson, will consider diligently, reasonably and in good faith all input received from the other Party, and will use commercially reasonably efforts to reach consensus on all ...
conversations.from: assistant
conversations.value: Here you go: matters before them. In exercising any decision-making authority granted to it under this ARTICLE 3, each Party will conduct its discussions in good faith with a view toward operating for the mutual benefit of the Parties and in furtherance of the Commercialization and Promotion of the Product in the Field in the Territory.
conversations.from: human
conversations.value: More of this please:
  Notwithstanding anything to the contrary in this Agreement, neither Party nor any of their respective Affiliates will be required to take, or will be penalized for not taking, any action that is ...
conversations.from: assistant
conversations.value: Here you go: not in compliance with such Party's ethical business practices and policies or that such Party reasonably believes is not in compliance with Laws.12 Source: SIGA TECHNOLOGIES INC, 8-K, 6/3/2019 3.
conversations.from: human
conversations.value: Fill in the missing spans: 3 Scope of Governance. The Parties agree not to share or discuss any Confidential Information beyond the scope of the collaboration contemplated [spans 1] Agreement. Each Party acknowledges and agrees that the JSC members and participants [spans 2] JSC. Each Party will ensure that its JSC members and its [spans 3] in ARTICLE 10. ARTICLE 4 PROMOTION AND OTHER COMMERCIALIZATION 4.
conversations.from: assistant
conversations.value: spans 1: by this 
  spans 2: will receive Confidential Information in connection with their service on the 
  spans 3: non-voting observers and participants are informed that they should regard all JSC-related information as Confidential Information, and are subject to obligations of confidentiality and non-disclosure no less stringent than those set forth
conversations.from: human
conversations.value: More of this please:
  1 Promotion in the Territory. (a) ___ (b) MMT shall use Commercially Reasonable Efforts at its sole cost and expense to Promote the Product in the ...
conversations.from: assistant
conversations.value: Here you go: Field within the Territory in accordance with the then-current Business Plan; provided that MMT shall not Promote any Product within any Restricted Market or Discontinued Country.
conversations.from: human
conversations.value: More of this please:
  (c) MMT shall conduct all Promotion activities in accordance with applicable Laws, Pfizer policies and practices regarding advertising, marketing, promotional and other Product-specific communications, and the terms of this Agreement. MMT may ...
conversations.from: assistant
conversations.value: Here you go: prepare marketing, advertising, promotional materials and other communications relating to the Product for Promotion use in the Field in the Territory. All such materials shall be truthful and non-misleading, and in compliance...
conversations.from: human
conversations.value: More.
conversations.from: assistant
conversations.value: with applicable Laws, and subject to review by SIGA through the JSC; provided that the final decision to use any approved materials will be...
conversations.from: human
conversations.value: Next.
conversations.from: assistant
conversations.value: at the sole discretion of MMT. (d) Subject to Section 4.
conversations.from: human
conversations.value: More of this please:
  2, SIGA shall provide reasonable assistance to MMT with respect to MMT's conduct of Promotion activities with respect to the Product in the Field in the Territory as specifically set forth in the Business Plan, including providing responses to medical inquiries communicated to MMT's sales representatives or other external-facing MMT representatives or received by MMT by letter, phone call or email or other means of communication, at MMT's sole cost and expense; provided, however, SIGA shall solely be responsible ...
conversations.from: assistant
conversations.value: Here you go: for the costs and expenses associated with the response to any medical inquiries.13 Source: SIGA TECHNOLOGIES INC, 8-K, 6/3/2019 (e) MMT will provide appropriate (as determined by MMT in its sole discretion) training (including regarding compliance with applicable Laws) of the MMT Promotion Personnel who will be communicating with potential customers about the Product. (f) Subject to Section 13.6, MMT may not use any subcontractor that is not a Permitted Sublicensee to fulfill its obligations under this Agreement.4.2 Diligence.
conversations.from: human
conversations.value: Fill in the missing spans: Notwithstanding anything herein to the contrary, ... not preclude the suspension or discontinuance of the Promotion of the Product in the Field in a country within the Territory, if reasonably appropriate, based on the application of Commercially ... country. If MMT does not document ... Countries, (ii) ___ calendar months after the Effective Date for Tier 2 Countries or (iii) ___ calendar months after the Effective Date for Tier 3 ... Period"), then no later than ___ Business Days after ... such country shall be deemed to be a "Discontinued Country" for purposes of this Agreement. If ___, SIGA shall have ... Notice. SIGA hereby acknowledges and agrees that MMT and its Affiliates make (and have made) ... Net Product Sales Amount, and SIGA specifically disclaims that it is relying upon or has relied upon any such representations or warranties that may have been made ... entity. SIGA acknowledges and agrees that MMT and its Affiliates have, and will continue to have, other programs that may compete for ... Product. Except as otherwise set forth in Section 2.
conversations.from: assistant
conversations.value: spans 1: MMT's commitment to use Commercially Reasonable Efforts as set forth herein shall 
  spans 2: Reasonable Efforts with respect to the Promotion of the Product in such 
  spans 3: in the Business Plan ___the Product in the Field in a country in the Territory ("___") for a period of either (i) ___ calendar months after the Effective Date for Tier 1 
  spans 4: Countries (each such time period set forth in (i)-(iii) being a "Tier 
  spans 5: the expiration the applicable Tier Period for such country, SIGA may provide MMT with written notice ___ non-___ (a "Non-___ Notice") in such country, and upon MMT's receipt of such Non-___ Notice, 
  spans 6: the right to designate the applicable country as a Discontinued Country at any time thereafter as long as the relevant Tier Period ___ for the country has been met at the time of the Non-___ 
  spans 7: no representation or warranty, either express or implied, at law or in equity, that it will be able to successfully achieve any amount of 
  spans 8: by any individual or 
  spans 9: resources that may be expended in the Promotion of the
conversations.from: human
conversations.value: More of this please:
  3 with respect to Competing Products, nothing in this Agreement shall limit or restrict the right of MMT or its Affiliates to develop, make regulatory filings, obtain regulatory approvals with respect ...
conversations.from: assistant
conversations.value: Here you go: to, or to Commercialize any product that is not the Product or, with respect to MMT only, a Competing Product or to engage in any business or other activity.4.3 Customer Contracts.
conversations.from: human
conversations.value: More of this please:
  (a) Subject to Section 2.4 and Section 4.3(b), MMT shall serve as the primary contracting party ___. (b) ___.14 Source: SIGA TECHNOLOGIES INC, 8-K, ...
conversations.from: assistant
conversations.value: Here you go: 6/3/2019 4.
conversations.from: human
conversations.value: More of this please:
  4 Regulatory Matters. (a) Subject to Sections 4.4(b) and (c) each Party, at its sole cost and expense, will be ...
conversations.from: assistant
conversations.value: Here you go: responsible for obtaining all regulatory authorizations, permits, licenses, and approvals required to carry out its obligations under this Agreement. (b) ___.
conversations.from: human
conversations.value: Fill in the missing words: (c) MMT will provide SIGA with [words 1] any marketing, advertising, promotional materials and other communications [words 2] 4.1(c), and as soon as reasonably [words 3] on MMT's behalf such materials or other [words 4] under applicable Law for the use of such materials [words 5] the Territory.
conversations.from: assistant
conversations.value: words 1: final copies of 
  words 2: developed pursuant Section 
  words 3: practicable thereafter, SIGA will be responsible for submitting 
  words 4: communications to seek to obtain any approvals necessary 
  words 5: in
conversations.from: human
conversations.value: Fill in the missing words: (d) MMT will promptly notify SIGA, and [words 1] of any information it receives regarding any threatened or pending [words 2] or from any Third Party, including [words 3] Regulatory Authority, which may affect the regulatory status [words 4] cooperate with SIGA in its response thereto. MMT may [words 5] communications from Regulatory Authorities, to the [words 6] disclosure to SIGA could violate applicable privacy laws [words 7] on MMT's legal position or defense (including [words 8] privilege), in which case MMT shall [words 9] it is exercising its right not [words 10] disclose.4.
conversations.from: assistant
conversations.value: words 1: shall provide SIGA with a copy, 
  words 2: action, inspection or communication by 
  words 3: a 
  words 4: of the Product and will reasonably 
  words 5: choose not to disclose communications, other than 
  words 6: extent that MMT's counsel reasonably believes that such 
  words 7: or have a significant adverse impact 
  words 8: the loss of attorney-client 
  words 9: promptly notify SIGA that 
  words 10: to
conversations.from: human
conversations.value: Fill in the missing words: 5 Discontinued Countries. For clarity, notwithstanding anything to the contrary set [words 1] of a country as a "Discontinued [words 2] shall have the right to Promote the [words 3] Country at its sole discretion and cost. [words 4] a "Discontinued Country" in accordance with Section 4.2, MMT [words 5] immediately cease all Promotional efforts related [words 6] shall have the sole right to Promote the Product in [words 7] Term. ARTICLE 5 FORECASTING AND ORDERING [words 8] Forecasts. (a) ___. (b) ___.5.2 Purchase Orders. [words 9] ___. ___. ___.15 Source: SIGA TECHNOLOGIES [words 10] Delivery. ___.5.4 Supply Limitation. ___.5.5 Supply Penalties. [words 11].
conversations.from: assistant
conversations.value: words 1: forth herein, upon the designation 
  words 2: Country" under this Agreement, SIGA 
  words 3: Product in the Discontinued 
  words 4: Upon designation of a country as 
  words 5: shall 
  words 6: to the Product in such country, and SIGA 
  words 7: such Discontinued Country during and after the 
  words 8: 5.1 Product 
  words 9: (a) 
  words 10: INC, 8-K, 6/3/2019 5.3 
  words 11: ___.5.6 Adverse Event Reporting
conversations.from: human
conversations.value: Fill in the missing spans: MMT or its Affiliates will reasonably cooperate with SIGA to meet applicable [spans 1] recall. To facilitate pharmacovigilance and safety reporting, the [spans 2] Safety Reporting Requirements, which may be amended from time-to-time, to ensure that adverse event and other safety information is identified, reviewed, and reported in a manner that will permit SIGA to [spans 3] Authority. ARTICLE 6 PAYMENTS 6.1 Promotion Fee.
conversations.from: assistant
conversations.value: spans 1: pharmacovigilance and safety reporting requirements and in the event of a Product 
  spans 2: Parties agree that they will follow the procedures described in Schedule 3 
  spans 3: comply with applicable Laws, including any reporting requirements with any applicable Regulatory
conversations.from: human
conversations.value: More of this please:
  (a) In consideration for the services provided by MMT hereunder, commencing with the First Commercial Sale of the Product in the Territory, MMT shall ...
conversations.from: assistant
conversations.value: Here you go: be entitled to retain a fee (the "Promotion Fee") of: (i) ___ of the Yearly Collected Revenue of the Product in the Territory in...
conversations.from: human
conversations.value: More.
conversations.from: assistant
conversations.value: each Calendar Year during the Term if the aggregate Net Product Sales Amounts for such Calendar Year are equal to or below ___; and (ii) ___ of the Yearly Collected Revenue of...
conversations.from: human
conversations.value: Next.
conversations.from: assistant
conversations.value: the Product in the Territory in each Calendar Year during the Term if the aggregate Net Product Sales Amounts for such Calendar Year exceed...
conversations.from: human
conversations.value: Continue.
conversations.from: assistant
conversations.value: ___. (b) In satisfaction of MMT's rights to the Promotion Fee, MMT shall retain from each payment to SIGA of the Quarterly Collected Revenue...
conversations.from: human
conversations.value: More.
conversations.from: assistant
conversations.value: an amount equal to (i) ___ of the Quarterly Collected Revenue in the Territory during such Calendar Quarter so long as the total Net Product Sales Amounts in the Territory during the...
conversations.from: human
conversations.value: More.
conversations.from: assistant
conversations.value: relevant Calendar Year are equal to or below ___ and (ii) ___ of the Quarterly Collected Revenue in the Territory during such Calendar Quarter where the total Net Product Sales Amounts in the Territory during the relevant Calendar Year exceeds ___ and (iii) any Credit Amounts.
conversations.from: human
conversations.value: Fill in the missing spans: If the Net Product Sales Amounts in the Territory exceeds ___ [spans 1] to receive with respect to the first ___ of the Quarterly Collected Revenue as a result of total Net Product Sales Amounts in the relevant Calendar Year having ___), which [spans 2] Payments. (a) Within ___ days after the conclusion of each Calendar Quarter to occur during the Term, commencing with the First Commercial Sale of the [spans 3] a written report containing the following information (each a "Quarterly Report"): ___. [spans 4] MMT. Concurrent with the delivery of the applicable Quarterly Report, MMT shall pay to SIGA in Dollars by wire transfer of immediately available funds into an account designated by SIGA in writing in [spans 5] the corresponding Promotion Fee, and minus any applicable Credit Amount for such Calendar [spans 6] of the net result being a "Quarterly Payment"). (b) Upon [spans 7] Quarterly Report submitted by MMT and the date of expiration or termination of [spans 8] Report"). The Final Report shall contain all information required [spans 9] date of expiration or termination of this Agreement. If MMT [spans 10] Report, then MMT shall pay to SIGA in Dollars such outstanding amounts [spans 11] Report. If SIGA owes any amounts relating to any portion of any outstanding Credit Amounts or otherwise, then SIGA shall [spans 12] Currency. All sums due under this Agreement shall be payable in Dollars.
conversations.from: assistant
conversations.value: spans 1: during any Calendar Year after any Quarterly Payment has been made, MMT shall automatically accrue a credit of ___ (the "Credit Amount") (representing the additional ___ fee that MMT would be entitled 
  spans 2: Credit Amount will be deducted from future payments of Quarterly Collected Revenue to SIGA until the full Credit Amount is retained by MMT.16 Source: SIGA TECHNOLOGIES INC, 8-K, 6/3/2019 6.2 
  spans 3: Product in the Field in the Territory, MMT shall deliver to SIGA 
  spans 4: All such reports shall be considered Confidential Information of 
  spans 5: advance of such payment the net result of Quarterly Collected Revenues, minus 
  spans 6: Quarter (all amounts as calculated in the Quarterly Report, and the payment 
  spans 7: the expiration or termination of this Agreement, MMT shall submit a final written report covering the time period between the date of the last 
  spans 8: this Agreement (the "Final 
  spans 9: to be included in a Quarterly Report with respect to the time period between the conclusion of the most recent Calendar Quarter and the 
  spans 10: owes any outstanding amounts to SIGA as calculated pursuant to such Final 
  spans 11: by wire transfer of immediately available funds into an account designated by SIGA in writing in advance of such payment within ___ days after delivery of the Final 
  spans 12: pay such outstanding amounts to MMT within ___ days after delivery of the Final Report.6.3
conversations.from: human
conversations.value: More of this please:
  Any amounts in currencies other than Dollars shall, for purposes of determining Net Product Sales Amounts or Quarterly Collected Revenue, be converted to Dollars using the ___. Once the Net Product Sales Amount or Quarterly Collected Revenue payable in respect of a particular Calendar Quarter has been converted into Dollars, such amount of Dollars shall be used for the purpose of calculating the total Net Product Sales Amount and Quarterly Collected Revenue during the Calendar Year that includes such Calendar Quarter.6.4 Records. MMT will keep (and will ensure that its Affiliates and sublicensees keep) such records as are required to determine, in accordance with U.S. generally accepted accounting principles or international financial reporting standards, as applicable, and this Agreement and the sums or credits due under this Agreement, including Net Product Sales Amounts. MMT will retain all such books, records and accounts until the later of (a) ___ after the end of the period to which such books, records and accounts pertain and (b) the expiration of the applicable tax statute of limitations (or any extensions thereof), or for such longer period as may be required by Laws. MMT ...
conversations.from: assistant
conversations.value: Here you go: will require its sublicensees to provide to it a report detailing the foregoing expenses and calculations incurred or made by such sublicensee, which report will be made available to SIGA in connection with any audit conducted by SIGA pursuant to Section 6.5.17 Source: SIGA TECHNOLOGIES INC, 8-K, 6/3/2019 6.5 Audits. SIGA may have an independent top four certified public accountant, reasonably acceptable to MMT ("SIGA's Auditor"), have access during normal business hours, and upon ___ Business Days' prior written notice, to examine only those records of MMT (and its Affiliates and sublicensees) as may be reasonably necessary to determine, with respect to any Calendar Year ending not more than ___ before SIGA's request, the correctness or completeness of any report or payment made under this Agreement; provided, however, MMT shall not be required to provide, and neither SIGA nor SIGA's Auditor shall be entitled to review, the tax returns or tax records of MMT or those of its Affiliates and sublicensees. The foregoing right of review may be exercised only once per year and only once with respect to each periodic report and payment delivered in accordance with Section 6.2.
conversations.from: human
conversations.value: Fill in the missing words: Reports of the results of any such examination [words 1] limited to details of any discrepancies in MMT's records [words 2] to the Product together with an explanation of the discrepancy and [words 3] to the discrepancy (b) made available [words 4] subject to ARTICLE 10. An Audit Report shall become final and binding on the Parties thirty (30) days [words 5] unless MMT delivers written notice of [words 6] agreement thereto (in which case such [words 7] and binding on the date of delivery of such [words 8] disagreement thereto ("Notice of Disagreement") to SIGA in either case [words 9] date. If a timely Notice of Disagreement is delivered by [words 10] to SIGA, then the Audit Report [words 11] the Parties on the earlier of (i) the date [words 12] resolve in writing any differences they have [words 13] in the Notice of Disagreement, and (ii) [words 14] in dispute are finally resolved in [words 15] the Independent Auditor. During the thirty [words 16] following delivery of a Notice of Disagreement, MMT, [words 17] seek to resolve in writing any differences which they may have with [words 18] the Notice of Disagreement. At the end of such thirty (30) day period, [words 19] reached, MMT and SIGA shall submit such dispute [words 20] an independent top four certified public accountant other [words 21] and reasonably acceptable to both Parties (the "Independent Auditor") for resolution [words 22] remain in dispute which were included [words 23] Disagreement, and the Independent Auditor shall make a [words 24] it being understood that the Parties will request that [words 25] to the Parties its resolution in writing not more than 30 [words 26] engagement). The Independent Auditor shall make a determination only [words 27] the matters still in dispute and, with respect to each [words 28] matter, its determination shall be within the [words 29] dispute among MMT, SIGA and SIGA's Auditor.
conversations.from: assistant
conversations.value: words 1: (each an "Audit Report") will be (a) 
  words 2: relating 
  words 3: the circumstances giving rise 
  words 4: to both Parties and (c) 
  words 5: following MMT's receipt thereof, 
  words 6: its 
  words 7: Audit Report shall become final 
  words 8: notice of agreement) or written notice of its 
  words 9: on or prior to such 
  words 10: MMT 
  words 11: shall become final and binding on 
  words 12: MMT and SIGA 
  words 13: with respect to the matters specified 
  words 14: the date all matters 
  words 15: writing by 
  words 16: (30) days 
  words 17: SIGA and SIGA's Auditor shall 
  words 18: respect to the matters specified in 
  words 19: if no resolution has been 
  words 20: to 
  words 21: than SIGA's Auditor 
  words 22: of all matters which 
  words 23: in the Notice of 
  words 24: final determination with respect thereto (with 
  words 25: the Independent Auditor deliver 
  words 26: days after its 
  words 27: with respect to 
  words 28: such 
  words 29: range of the
conversations.from: human
conversations.value: More of this please:
  If an Audit Report as finally determined pursuant to this Section 6.5 (a "Final Audit Report") concludes that (i) additional amounts were owed by MMT, MMT will pay the additional amounts, or ...
conversations.from: assistant
conversations.value: Here you go: (ii) excess payments were made by MMT, SIGA will reimburse such excess payments, in either case ((i) or (ii)), within thirty (30) Business Days after the date on which an Audit Report...
conversations.from: human
conversations.value: More.
conversations.from: assistant
conversations.value: is deemed a Final Audit Report. SIGA will bear the full cost of the performance of any such audit, including the fees of SIGA's Auditor and the Independent Auditor, unless a Final Audit Report, which covers the entire Calendar Year, discloses a variance to the detriment of the auditing Party of more than ___ from the amount of the original report, royalty or payment...
conversations.from: human
conversations.value: More.
conversations.from: assistant
conversations.value: calculation, in which case MMT will bear the full cost of the performance of such audit. The results of such audit, including any determination...
conversations.from: human
conversations.value: Next.
conversations.from: assistant
conversations.value: made by the Independent Auditor, will be final, absent manifest error.18 Source: SIGA TECHNOLOGIES INC, 8-K, 6/3/2019 6.6 Blocked Payment and Indemnification. If either Party utilizes a Restricted Party in the activities contemplated under this Agreement, without a license or other authorization required by Global Trade Control Laws or in circumstances where reimbursement by the non-utilizing Party would violate or create exposure to adverse...
conversations.from: human
conversations.value: Continue.
conversations.from: assistant
conversations.value: consequences under Global Trade Laws, the non-utilizing Party shall not be responsible for any payments due to the utilizing Party or any other party...
conversations.from: human
conversations.value: Continue.
conversations.from: assistant
conversations.value: resulting from the activities involving such Restricted Party even if the contractual obligation related thereto has already accrued. Any and all payments due to...
conversations.from: human
conversations.value: Continue.
conversations.from: assistant
conversations.value: such utilizing Party or any other party resulting from such activity involving a Restricted Party shall be entirely at such utilizing Party's expense. Further, if the conduct of any activity or a transaction under this Agreement was in violation of applicable Global Trade Control Laws for any reason, such violating Party shall indemnify the other Party for any liability resulting from such activity or...
conversations.from: human
conversations.value: Continue.
conversations.from: assistant
conversations.value: transaction, including any and all fines and penalties assessed to such other Party as a result of such activity or transaction.6.7 Source of Recovery. Any outstanding amounts due and payable by SIGA...
conversations.from: human
conversations.value: Continue.
conversations.from: assistant
conversations.value: pursuant to the terms of this Agreement, including reimbursements for Supply Penalties pursuant to Section 5.
conversations.from: human
conversations.value: Fill in the missing spans: 5 and any amounts owed to an MMT Indemnitee pursuant to SIGA's indemnification obligations in Section 9.1, at MMT's option, can be [spans 1] Taxes. (a) Taxes on Income. Each Party will pay all taxes (including related [spans 2].
conversations.from: assistant
conversations.value: spans 1: set-off by MMT from any Quarterly Payment until such amounts are fully recovered; provided that any amounts that are subject to a dispute properly brought under ARTICLE 12 may not be set-off pursuant to this Section 6.7.6.8 
  spans 2: interest and penalties) imposed on its share of income arising directly or indirectly from the efforts of, or the receipt or deemed receipt of any payment by, such Party under this Agreement
conversations.from: human
conversations.value: More of this please:
  8(d), if any taxes (including related interest and penalties) are required to be withheld by or on behalf of MMT with respect to an amount payable to SIGA, (a) MMT will withhold such taxes from such amount, timely pay the withheld ...
conversations.from: assistant
conversations.value: Here you go: taxes to the proper taxing authority and furnish reasonably satisfactory proof of payment to SIGA; and (b) SIGA will reasonably assist MMT in its efforts to obtain a refund of or credit for such withholding tax in accordance with Section 6.8(c).
conversations.from: human
conversations.value: Fill in the missing words: Any amount actually withheld and remitted by MMT to a taxing [words 1] Section 6.8(b) will be treated for all purposes [words 2] been paid to SIGA.
conversations.from: assistant
conversations.value: words 1: authority pursuant to this 
  words 2: of this Agreement as having
conversations.from: human
conversations.value: More of this please:
  If MMT makes a payment without deduction for tax withholding and an amount of tax should have been withheld from such payment, MMT shall be entitled to recover the under withheld tax ...
conversations.from: assistant
conversations.value: Here you go: by an additional withholding from any amount payable to SIGA under this Agreement, and to the extent such recovery is insufficient, SIGA shall indemnify MMT for any such amount. No amount shall...
conversations.from: human
conversations.value: Next.
conversations.from: assistant
conversations.value: be withheld, or a reduced amount shall be withheld, as applicable, if, in accordance with Section 6.
conversations.from: human
conversations.value: Fill in the missing spans: 8(d), a Party that is entitled to a payment timely furnishes the other Party [spans 1] documents, identifying that the relevant payment is exempt from [spans 2].
conversations.from: assistant
conversations.value: spans 1: with the necessary tax forms and other documents prescribed by Laws, which shall be in a form reasonably satisfactory to the Party receiving the 
  spans 2: tax or subject to a reduced tax rate.19 Source: SIGA TECHNOLOGIES INC, 8-K, 6/3/2019 (c) VAT
conversations.from: human
conversations.value: More of this please:
  It is understood and agreed between the Parties that the amount of any payments contemplated under this Agreement are exclusive of any value added ...
conversations.from: assistant
conversations.value: Here you go: tax, sales tax or any similar tax ("VAT"), which shall be added thereon as applicable. Where VAT is properly added to a payment made...
conversations.from: human
conversations.value: More.
conversations.from: assistant
conversations.value: under this Agreement, MMT or SIGA, as applicable, will pay the amount of the VAT, if applicable, but only on receipt of a valid tax invoice issued in accordance with applicable Law...
conversations.from: human
conversations.value: Next.
conversations.from: assistant
conversations.value: of the country in which the VAT is chargeable.
conversations.from: human
conversations.value: More of this please:
  (d) Tax Cooperation. The Parties agree to cooperate with one another and use reasonable efforts to reduce or eliminate ...
conversations.from: assistant
conversations.value: Here you go: tax withholding, VAT or similar obligations in respect of royalties, milestone payments, and other amounts payable under this Agreement.
conversations.from: human
conversations.value: More of this please:
  SIGA and MMT will provide each other with any applicable tax forms that may be reasonably necessary in order for the other Party not to withhold tax or to withhold tax at a reduced rate under an applicable income tax treaty or pursuant to applicable internal law. Each Party will provide the other with reasonable assistance to ...
conversations.from: assistant
conversations.value: Here you go: enable the recovery, as permitted by Law, of withholding taxes, VAT, or similar obligations resulting from payments made under this Agreement, such recovery to be for the benefit of MMT or SIGA, as applicable, to the extent it has complied with the requirements of this Section 6.8 in respect of such obligations. ARTICLE 7 INTELLECTUAL PROPERTY 7.
conversations.from: human
conversations.value: Fill in the missing spans: 1 Ownership of SIGA Intellectual Property. Subject to the license granted [spans 1].
conversations.from: assistant
conversations.value: spans 1: to MMT under Section 2.1, SIGA shall own and retain all of its rights, title and interest in and to the SIGA Intellectual Property and the goodwill related to such Intellectual Property.7
conversations.from: human
conversations.value: Fill in the missing words: 2 Intellectual Property Maintenance. SIGA shall control and [words 1] solely responsible for, at its sole discretion, the [words 2] preparation, prosecution, enforcement, maintenance and defense of [words 3] all claims and other aspects related [words 4] cost and expense, except as set forth [words 5] Patents and Trademarks. For each Active Country, [words 6] respect of any SIGA Patents listed on Schedule [words 7] (b) trademark registrations for the SIGA Trademarks listed on Schedule 2 (or [words 8] the Products as mutually agreed by the Parties at the [words 9] ((a) and (b)), with the appropriate Governmental Authorities, [words 10] there are no Trademarks which may be substantially similar [words 11] provided further, if SIGA determines that [words 12] prosecute such Patents and Trademarks, SIGA shall consult [words 13] appropriate prosecution strategy in such Active Country. For clarity, [words 14] Patent or Trademark filed and/or registered, as applicable, by [words 15] Section 7.3 shall be deemed a SIGA Patent or a [words 16] be subject to the grant of rights to MMT set [words 17] 2.1. SIGA's obligation to make the filings [words 18] the first sentence of this Section [words 19] with respect to an Active Country if the Product is [words 20] Special Access Approval or other Regulatory [words 21] to file for SIGA Patents or SIGA [words 22] Source: SIGA TECHNOLOGIES INC, 8-K, 6/3/2019 ARTICLE 8 REPRESENTATIONS [words 23] and Warranties. Each Party hereby represents [words 24] to the other Party as follows: (a) Corporate Existence.
conversations.from: assistant
conversations.value: words 1: be 
  words 2: filing, 
  words 3: the SIGA Intellectual Property worldwide and 
  words 4: thereto at SIGA's sole 
  words 5: in Section 7.3.7.3 New 
  words 6: SIGA shall prosecute (a) applications in 
  words 7: 1, and 
  words 8: such other Trademark in respect of 
  words 9: JSC), in each case 
  words 10: provided that 
  words 11: or Patents which may limit patentability, and 
  words 12: it is not commercially reasonable to 
  words 13: with MMT in respect of the 
  words 14: any new 
  words 15: SIGA, pursuant to this 
  words 16: SIGA Trademark, respectively, and shall 
  words 17: forth in Section 
  words 18: described in 
  words 19: 7.3 shall not apply 
  words 20: sold in such Active Country pursuant to a 
  words 21: Approval, without the need 
  words 22: Trademarks in such country.20 
  words 23: AND WARRANTIES; COVENANTS 8.1 Mutual Representations 
  words 24: and warrants
conversations.from: human
conversations.value: More of this please:
  As of the Effective Date, it is a company or corporation duly organized, validly existing, and in good standing under the Laws of the jurisdiction in which it was incorporated or formed; ...
conversations.from: assistant
conversations.value: Here you go: (b) Corporate Power, Authority and Binding Agreement. As of the Effective Date, (i) it has the power and authority and the legal right to enter into this Agreement and perform its obligations...
conversations.from: human
conversations.value: Next.
conversations.from: assistant
conversations.value: hereunder; (ii) it has taken all necessary action on its part required to authorize the execution and delivery of this Agreement and the performance of its obligations hereunder; and (iii) this Agreement...
conversations.from: human
conversations.value: Next.
conversations.from: assistant
conversations.value: has been duly executed and delivered on behalf of such Party, and constitutes a legal, valid, and binding obligation of such Party that is enforceable against it in accordance with its terms,...
conversations.from: human
conversations.value: Next.
conversations.from: assistant
conversations.value: subject to bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting or relating to the enforcement of creditors' rights generally, and general principles of equity; (c) No Conflict. The execution and delivery of this Agreement, the performance of such Party's obligations hereunder and the licenses and sublicenses to be granted pursuant to this Agreement (i) do not and will not conflict with or violate any...
conversations.from: human
conversations.value: More.
conversations.from: assistant
conversations.value: requirement of Laws existing as of the Effective Date; (ii) do not and will not conflict with or violate the certificate of incorporation, by-laws...
conversations.from: human
conversations.value: Next.
conversations.from: assistant
conversations.value: or other organizational documents of such Party; and (iii) do not and...
conversations.from: human
conversations.value: Continue.
conversations.from: assistant
conversations.value: will not conflict with, violate, breach or constitute a default under any contractual obligations of such Party or any of its Affiliates existing as...
conversations.from: human
conversations.value: Continue.
conversations.from: assistant
conversations.value: of the Effective Date; (d) Other Rights. Neither such Party nor any of its respective Affiliates is a party to or otherwise bound by any oral or written contract or agreement that...
conversations.from: human
conversations.value: Continue.
conversations.from: assistant
conversations.value: will result in any other Person obtaining any interest in, or that would give to any other Person any right to assert any claim in or with respect to, any of such...
conversations.from: human
conversations.value: More.
conversations.from: assistant
conversations.value: Party's rights under this Agreement; 21 Source: SIGA TECHNOLOGIES INC, 8-K, 6/3/2019 (e) No Violation. Neither such Party nor any of its respective Affiliates is under any obligation to any Person, contractual...
conversations.from: human
conversations.value: Continue.
conversations.from: assistant
conversations.value: or otherwise, that is in violation of the terms of this Agreement or that would impede the fulfillment of such Party's obligations hereunder; and (f) No Debarment.
conversations.from: human
conversations.value: More of this please:
  As of the Effective Date, neither such Party, its respective Affiliates, nor any of its respective employees, consultants or contractors involved in the performance of activities under this Agreement: (i) is debarred under Section 306(a) or ...
conversations.from: assistant
conversations.value: Here you go: 306(b) of the FD&C Act or by the analogous Laws of any Regulatory Authority; (ii) has, to such Party's knowledge, been charged with, or convicted of, any felony or misdemeanor within the ambit of 42 U.S. C.
conversations.from: human
conversations.value: More of this please:
  §§ 1320a-7(a), 1320a-7(b)(l)-(3), or pursuant to the analogous Laws of any Regulatory Authority, or is proposed for exclusion, or the subject of exclusion or debarment proceedings by a Regulatory Authority; (iii) is excluded, suspended or debarred from participation, or otherwise ineligible to participate, in any U.S. or non-U.S. healthcare programs (or has been convicted of a criminal offense that falls ...
conversations.from: assistant
conversations.value: Here you go: within the scope of 42 U.S. C. §1320a-7 but not yet excluded, debarred, suspended, or otherwise declared ineligible), or excluded, suspended or debarred by a Governmental Authority from participation, or otherwise ineligible to participate, in any government contract or program, including procurement or non-procurement programs; and (iv) is a Restricted Party or is owned or controlled by a Restricted Party.8.
conversations.from: human
conversations.value: Fill in the missing spans: 2 Additional Representations, Warranties and Covenants of SIGA. SIGA represents and warrants to MMT as of the Effective Date, and covenants to MMT [spans 1].
conversations.from: assistant
conversations.value: spans 1: during the Term, as follows: (a) SIGA Patent Schedule
conversations.from: human
conversations.value: More of this please:
  Schedule 1 sets forth a true and complete list of all SIGA Patents owned or otherwise Controlled by SIGA or its Affiliates that relate to the Product or its Manufacture ...
conversations.from: assistant
conversations.value: Here you go: or use, including in the case of SIGA Patents that are licensed to SIGA, the name of the owner(s) and licensor(s) and the agreement(s) providing SIGA with Control. (b) Title; Encumbrances.
conversations.from: human
conversations.value: More of this please:
  Except as set forth on Schedule 8.2(b), (i) it has sufficient legal ...
conversations.from: assistant
conversations.value: Here you go: or beneficial title, ownership or license, rights, free and clear from any...
conversations.from: human
conversations.value: Continue.
conversations.from: assistant
conversations.value: mortgages, pledges, liens, security interests, options, conditional and installment sale agreements, encumbrances, charges or claims of any kind, of or to the SIGA Intellectual...
conversations.from: human
conversations.value: More.
conversations.from: assistant
conversations.value: Property to grant the licenses to MMT as purported to be granted...
conversations.from: human
conversations.value: Next.
conversations.from: assistant
conversations.value: pursuant to this Agreement and (ii) no Third Party has taken any action before any patent and trademark office (or similar Governmental Authority), which would render any of the SIGA Intellectual Property invalid or unenforceable; (c) Notice of Infringement or Misappropriation; Non-Infringement of Rights by Third Parties. To SIGA's knowledge, no Third Party is infringing or misappropriating or has infringed the SIGA Intellectual Property...
conversations.from: human
conversations.value: Next.
conversations.from: assistant
conversations.value: In addition, it has not received any notice from any Third Party asserting or alleging that (i) the Product or any SIGA Trademark has...
conversations.from: human
conversations.value: Continue.
conversations.from: assistant
conversations.value: infringed or misappropriated the intellectual property rights of any Third Party or (ii) the performance of MMT's obligations under this Agreement infringes or would infringe any Third Party intellectual property rights; 22 Source: SIGA TECHNOLOGIES INC, 8-K, 6/3/2019 (d) Non-Infringement of Third Party Rights.
conversations.from: human
conversations.value: Fill in the missing spans: To SIGA's knowledge, the Commercialization of the Product can be carried out ... any issued patents or pending applications controlled by a Third Party and without infringing any Trademark rights of any Third Party. (e) Non-Assertion by ... Parties. No Third Party has asserted or ... the inventorship, ownership, SIGA's right to use, ... post-grant review, opposition, nullity or similar invalidity proceedings before any Governmental Authority); (f) ...
conversations.from: assistant
conversations.value: spans 1: as contemplated by this Agreement as of the Effective Date without infringing 
  spans 2: Third 
  spans 3: threatened in writing legal action asserting, that the SIGA Patents or the SIGA Trademarks are invalid or unenforceable by challenging or threatening to challenge 
  spans 4: scope, validity or enforceability of any SIGA Patent (including by way of example, through the institution or written threat of institution of interference, derivation, 
  spans 5: No Proceeding
conversations.from: human
conversations.value: Fill in the missing spans: There are no pending, and to SIGA's knowledge, [spans 1] Property or the Product, nor to [spans 2] in each case, which has been [spans 3] Consents. No authorization, consent, approval of a Third Party, nor any license, permit, exemption [spans 4] including SIGA's obligations under this Agreement; (ii) the consummation by SIGA of the [spans 5] thereof following the Effective Date; (h) No Non-Competition Agreements. Neither SIGA nor any of its Affiliates are bound by any non-competition agreements related to the Product; (i) Compliance with Laws.
conversations.from: assistant
conversations.value: spans 1: no threatened, adverse actions, claims, investigations, suits or proceedings against SIGA or any of its Affiliates, at law or in equity, or before or by any Governmental Authority, involving the SIGA Intellectual 
  spans 2: SIGA's knowledge has any such adverse action, claim, investigation, suit or proceeding been brought or threatened since the inception of SIGA as a company, 
  spans 3: resolved in a manner that impairs any of SIGA's rights in and to any such SIGA Intellectual Property or the Product; (g) No 
  spans 4: of or filing or registration with or notification to any court or Governmental Authority is or will be necessary for the (i) valid execution, delivery or performance of this Agreement by SIGA, 
  spans 5: transactions contemplated hereby and the rights conveyed to MMT hereunder; or (iii) prevention of the termination of any right, privilege, license or agreement relating to the SIGA Intellectual Property or the continuation
conversations.from: human
conversations.value: More of this please:
  SIGA has complied with all Laws in connection with the prosecution of the SIGA Patents, including any duty of candor owed to any patent office pursuant to such Laws; (j) No Grant of Rights. As of the Effective Date, there are no rights with respect to the Product or the SIGA Trademarks in the Territory granted by SIGA, in ...
conversations.from: assistant
conversations.value: Here you go: each case, to any Person or entity other than MMT; 23 Source: SIGA TECHNOLOGIES INC, 8-K, 6/3/2019 (k) No Third Party Rights to Sublicense. No Third Party has the right to sublicense any SIGA Patent or SIGA Trademark without the express written consent of SIGA, which consent will be withheld if in any way it conflicts with this Agreement.
conversations.from: human
conversations.value: More of this please:
  (l) No Unauthorized Use. Neither SIGA nor any of its Affiliates has received any written notice of any unauthorized use, infringement, or misappropriation by any Person, including any current or former employee or consultant of SIGA or its Affiliates, in respect of the Product or ...
conversations.from: assistant
conversations.value: Here you go: of any of the SIGA Intellectual Property; (m) Intellectual Property Rights. The SIGA Intellectual Property includes and will continue to include all intellectual property rights Controlled by SIGA which are reasonably necessary for the Commercialization of the Product in accordance with the terms of this...
conversations.from: human
conversations.value: Next.
conversations.from: assistant
conversations.value: Agreement.
conversations.from: human
conversations.value: More of this please:
  (n) Maintenance of SIGA Patent and Trademark Rights. SIGA will, at SIGA's sole discretion, diligently prosecute, maintain, enforce, and defend each of the SIGA Patents and the SIGA Trademarks reasonably necessary for the Commercialization of the Product in accordance with the terms of this Agreement. (o) SIGA Patents and Patent Applications. (i) The SIGA Patents listed on Schedule 1 are the only patents and patent applications relating to the Product in the Field in the Territory which SIGA has an interest either alone or jointly with any Third Party, and (ii) SIGA does not have knowledge of any information which leads it to believe that any issued patents included in the SIGA Patents are invalid or unenforceable; (p) SIGA Trademarks and Trademark Applications. (i) The SIGA Trademarks listed on Schedule 2 are the only Trademarks and Trademark applications relating to the Product in which SIGA has an interest either alone or jointly with any Third Party (other than applications made during the Term in accordance with Section 7.3), and (ii) to SIGA's knowledge none of the SIGA Trademarks are invalid or unenforceable; (q) Renewal and Maintenance Fees. All material renewal and maintenance fees due as of the Effective Date with respect to the prosecution and maintenance of the SIGA Patents and SIGA Trademarks have been paid, and to SIGA's knowledge, all issued patents within the SIGA Patents, and each claim set forth therein are in full force and effect and are valid and enforceable; (r) Access to Information. SIGA has allowed, and will continue to allow, MMT reasonable access to material information in SIGA's possession or Control (i) ...
conversations.from: assistant
conversations.value: Here you go: concerning side effects, injury, toxicity or sensitivity reaction and incidents or severity thereof with respect to the Product; and (ii) in respect of the SIGA Intellectual Property and the Product; (s) Inventors. The inventors named in the SIGA Patents are, to SIGA's knowledge, all of the true inventors for such SIGA Patents and each of such inventors has assigned to SIGA or its Affiliates all of his or her right, title and interest to such SIGA Patents and the inventions described therein; 24 Source: SIGA TECHNOLOGIES INC, 8-K, 6/3/2019 (t) Employee Confidentiality Agreements. All current and former employees and paid consultants (in the case of academic consultants, those acting outside the scope of their academic affiliation) of SIGA and its Affiliates who are or have been substantively involved in the conception, design, review, evaluation, reduction to practice, or Development of SIGA Patents or the Product have executed written contracts or are otherwise obligated to protect the confidential status and value thereof and to vest in SIGA exclusive ownership of the SIGA Patents and the Product; (u) Third Party Confidentiality. With the exception of the Government Authorities, to our knowledge, no Third Party has any SIGA Know-How in its possession or Control which is not subject to continuing obligations of confidentiality owed to SIGA or its Affiliates for at least the duration of the Term; provided that SIGA Know-How may be disclosed to Governmental Authorities without a continuing obligation of confidentiality owed to SIGA or its Affiliates if disclosed in connection with the Promotion of the Product hereunder or by SIGA outside of the Territory; (v) Safety and Efficacy.
conversations.from: human
conversations.value: More of this please:
  SIGA is not aware of any problems concerning the safety or efficacy of the Product (including any of its ingredients) or of any questions raised by any Regulatory Authority with respect thereto, and SIGA has provided relevant information to MMT of all adverse drug ...
conversations.from: assistant
conversations.value: Here you go: reactions known to SIGA relating to the Product or their use; (w) Good Practices. The Development and Manufacture of the Product has been carried out as of the Effective Date in accordance with United States GLP, GCP and GMP, as applicable and where required.
conversations.from: human
conversations.value: Fill in the missing spans: After the Effective Date, the Development and Manufacture of the Product will be carried in [spans 1] in all cases, as applicable and where required; and (x) Regulatory Matters. (i) SIGA has provided or [spans 2] the Product, that may bear on the compliance with the requirements of any Governmental Authority, including any notice of [spans 3] respect to SIGA Intellectual Property and the Product, any oral or written communication (including any warning letter, untitled letter, [spans 4] that with respect to the SIGA Intellectual Property or Product, SIGA or any of its Affiliates is not currently [spans 5] Authority (collectively, a "Non-Compliance Action"). Neither SIGA [spans 6] Communications within five (5) Business Days after provision to, or [spans 7] of (A) and (B)) to the extent that SIGA's counsel reasonably believes that such [spans 8] attorney-client privilege).
conversations.from: assistant
conversations.value: spans 1: accordance with the GLP, GCP and GMP of the United States and any country in the Territory where the Product has received Regulatory Approval, 
  spans 2: made available, when requested by MMT to conduct its due diligence review, documents and communications in its possession from and to any Governmental Authority, or prepared by any Governmental Authority, related to 
  spans 3: inspection, inspection report, warning letter, deficiency letter, or similar communication (collectively "Compliance Communications"); (ii) Neither SIGA nor any of its Affiliates has received, with 
  spans 4: or similar notices) from any Governmental Authority and, there is no action pending or, to SIGA's knowledge, threatened (including any prosecution, injunction, seizure, civil fine, suspension or recall), in each case alleging 
  spans 5: materially in compliance with any and all Laws implemented by such Governmental 
  spans 6: nor any of its Affiliates has received any oral or written notice from any Governmental Authority claiming that the Development, Commercialization or Promotion of the Product is not in material compliance with all Laws and permits; 25 Source: SIGA TECHNOLOGIES INC, 8-K, 6/3/2019 (iii) As to any Product, during the Term SIGA shall provide, or make available, to MMT copies of any (A) Compliance 
  spans 7: receipt from, any Governmental Authority and (B) Non-Compliance Action within five (5) Business Days after receipt from a Governmental Authority; except (in the cases 
  spans 8: disclosure to MMT could violate applicable privacy Laws or have a significant adverse impact on SIGA's legal position or defense (including the loss of
conversations.from: human
conversations.value: Fill in the missing words: In the event that SIGA determines [words 1] applicable privacy laws or have a significant adverse impact on its legal position or [words 2] it is exercising its right not to disclose; and (iv) To SIGA's [words 3] any of its Affiliates or any of their [words 4] employees or agents has made, with respect to the SIGA Intellectual Property or [words 5] statement of a material fact to [words 6] a material fact required to be disclosed to [words 7] MMT. MMT represents and warrants to SIGA as of the [words 8] covenants to SIGA during the Term, as follows: (a) [words 9] to each country in the Territory in which [words 10] Promote the Product, if MMT knows or [words 11] Authorities in such country cannot purchase the Product unless [words 12] Regulatory Approval in such country, then MMT [words 13] notify SIGA of such requirement; and (b) [words 14] Territory, MMT has not received, any oral or written communication relating to the Products [words 15] Promotion of the Products contemplated by this Agreement (including any warning letter, [words 16] from any Governmental Authority in such country and, there [words 17] pending or, to MMT's knowledge, threatened (including any prosecution, injunction, seizure, civil fine, suspension or recall), in each case alleging that MMT is not currently materially in compliance with any and all [words 18] implemented by such Governmental Authority that would materially impact MMT's ability to [words 19] Source: SIGA TECHNOLOGIES INC, 8-K, 6/3/2019 8.4 Covenants. (a) No Debarment or Restricted Party.
conversations.from: assistant
conversations.value: words 1: that disclosure could violate 
  words 2: defense, SIGA shall promptly notify MMT that 
  words 3: knowledge, none of SIGA, 
  words 4: respective officers, 
  words 5: the Product, an untrue 
  words 6: any Governmental Authority or has failed to disclose 
  words 7: such Governmental Authority.8.3 Additional Representations and Warranties of 
  words 8: Effective Date, and 
  words 9: With respect 
  words 10: MMT Promotes or intends to 
  words 11: becomes aware that Governmental 
  words 12: the Product has received 
  words 13: shall promptly 
  words 14: With respect to each country in the 
  words 15: or the 
  words 16: untitled letter, or similar notices) 
  words 17: is no action 
  words 18: Laws 
  words 19: perform its obligations hereunder in such country.26
conversations.from: human
conversations.value: More of this please:
  Neither Party will knowingly use any employee, consultant, contractor or agent or knowingly engage in Promotion, Commercialization, or distribution of Product to any entity ...
conversations.from: assistant
conversations.value: Here you go: or Person: (i) who has been debarred under Section 306(a) or 306(b) of the FD&C Act or pursuant to the analogous Laws of any...
conversations.from: human
conversations.value: Next.
conversations.from: assistant
conversations.value: Regulatory Authority; (ii) who, to such Party's knowledge, has been charged with, or convicted of, any felony or misdemeanor within the ambit of 42...
conversations.from: human
conversations.value: Next.
conversations.from: assistant
conversations.value: U.S. C.
conversations.from: human
conversations.value: Fill in the missing words: §§ 1320a-7(a), 1320a-7(b)(l)-(3), or otherwise pursuant to the [words 1] Regulatory Authority, or is proposed for exclusion, or [words 2] or debarment proceedings by a Regulatory Authority, during the employee's or consultant's employment or [words 3] such Party; (iii) who is excluded, suspended or debarred from participation, or [words 4] in any U.S. or non- U.S. [words 5] has been convicted of a criminal [words 6] within the scope of 42 U.S. C. §1320a-7 but [words 7] been excluded, debarred, suspended, or otherwise declared ineligible); (iv) [words 8] a Governmental Authority from participation, or otherwise ineligible to participate, in any [words 9] procurement and non-procurement programs; or (v) who is [words 10] Party. (b) Each Party will conduct [words 11] consultants, contractors or agents that perform [words 12] Party under this Agreement against the relevant Restricted Party Lists.
conversations.from: assistant
conversations.value: words 1: analogous Laws of any 
  words 2: the subject of exclusion 
  words 3: contract term with 
  words 4: otherwise ineligible to participate, 
  words 5: healthcare programs (or who 
  words 6: offense that falls 
  words 7: has not yet 
  words 8: who is excluded, suspended or debarred by 
  words 9: government contract or government program, including 
  words 10: otherwise a Restricted 
  words 11: appropriate screening of employees, 
  words 12: services on behalf of such
conversations.from: human
conversations.value: Fill in the missing spans: Each Party will notify the other ... has been excluded, debarred, suspended or is otherwise ineligible, or is the subject of exclusion, debarment or suspension proceedings by any Regulatory Authority. Notwithstanding the ... Party during the Term and, in such event, the Parties shall immediately suspend all activities relating thereto, including the performance of any accrued obligations under this Agreement or any Customer Contract. (c) Compliance. (i) ...
conversations.from: assistant
conversations.value: spans 1: Party promptly, but in no event later than five (5) Business Days, upon becoming aware that any of its employees, consultants, contractors or agents 
  spans 2: foregoing, each Party will notify the other Party immediately in the event that any employee, consultant, contractor or agent performing services on behalf of such Party under this Agreement becomes a Restricted 
  spans 3: Health Authorities
conversations.from: human
conversations.value: More of this please:
  Each Party and its Affiliates will comply in all material respects with all Laws in the Development, Manufacture, Promotion and Commercialization of the Product and the performance of its obligations under this Agreement, including where applicable the statutes, regulations and written directives of the FDA, the EMA, and any Regulatory Authority having jurisdiction in the Territory, and all applicable Anti-Corruption Laws.27 Source: SIGA TECHNOLOGIES INC, 8-K, 6/3/2019 (ii) Anti-Corruption. In connection with the performance of its obligations under this Agreement, neither Party, including its officers, directors, employees, or agents, has taken, nor will either Party take during the Term, any direct or indirect action to knowingly (i) offer, promise, provide, or authorize the offer or provision of money or anything of value, in order to improperly or corruptly seek to influence any ...
conversations.from: assistant
conversations.value: Here you go: official, employee, or representative of a Governmental Authority or any other Person in order to obtain or retain business or any other improper business advantage, (ii) request or accept any such improper payment, (iii) establish or maintain any unlawful fund of corporate monies or other properties, (iv) use any corporate funds for any illegal contributions, gifts, entertainment, travel or other unlawful expenses, or (v) cause a violation of any applicable Anti-Corruption Law. For illustrative purposes only, an example of the activities described in the second sentence of this Section 8.4(c) would be to knowingly provide any improper inducement for a Government Official or other Person to approve, reimburse, prescribe, or purchase the Product, to influence the outcome of a clinical trial, or otherwise to benefit a Party's or its Affiliates' business activities improperly.
conversations.from: human
conversations.value: Fill in the missing spans: (iii) Trade Controls. (A) Each Party will perform the activities under [spans 1].
conversations.from: assistant
conversations.value: spans 1: this Agreement in compliance with all applicable Global Trade Control Laws
conversations.from: human
conversations.value: Fill in the missing spans: (B) Neither Party will knowingly transfer to the other [spans 1] a level other than EAR99 under [spans 2] U. S.
conversations.from: assistant
conversations.value: spans 1: Party any goods, software, technology, or services that are (a) controlled at 
  spans 2: the
conversations.from: human
conversations.value: More of this please:
  Export Administration Regulations, (b) ...
conversations.from: assistant
conversations.value: Here you go: controlled under the U...
conversations.from: human
conversations.value: Next.
conversations.from: assistant
conversations.value: S.
conversations.from: human
conversations.value: Fill in the missing words: International Traffic in Arms Regulations, (c) specifically identified as an E. U. [words 1] Item or (d) on an applicable export control list of [words 2] country. (C) The Parties acknowledge that [words 3] not (i) be in or with a Restricted [words 4] in a Restricted Market, or (ii) include [words 5] located in a Restricted Market. (d) No Violation.
conversations.from: assistant
conversations.value: words 1: Dual Use 
  words 2: a foreign 
  words 3: activities under this Agreement will 
  words 4: Market, (ii) involve individuals ordinarily resident 
  words 5: companies, organizations, or Governmental Authorities organized or
conversations.from: human
conversations.value: Fill in the missing words: Neither Party nor any of its Affiliates will enter into an agreement or otherwise create any obligation to [words 1] or otherwise, that is in material violation of the [words 2] of this Agreement. (e) Third Party Confidentiality. SIGA will [words 3] maintain the confidentiality of the SIGA Know-How, [words 4] no Third Party has any SIGA Know-How in [words 5] subject to continuing obligations of confidentiality owed to SIGA [words 6] the duration of the Term; provided that SIGA Know-How may be disclosed to Governmental Authorities [words 7] confidentiality owed to SIGA or its Affiliates if disclosed in connection [words 8] the Product.28 Source: SIGA TECHNOLOGIES INC, [words 9] 6/3/2019 8.5 No Other Representations or Warranties. EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, NO REPRESENTATIONS [words 10] WHETHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR [words 11] PARTICULAR PURPOSE, NON-INFRINGEMENT, OR NON-MISAPPROPRIATION OF THIRD PARTY INTELLECTUAL PROPERTY RIGHTS, ARE MADE OR GIVEN BY OR ON BEHALF OF [words 12] ARISING BY OPERATION OF LAW OR OTHERWISE, ARE [words 13] EXCLUDED.
conversations.from: assistant
conversations.value: words 1: any Person or entity, contractual 
  words 2: terms 
  words 3: use Commercially Reasonable Efforts to (i) 
  words 4: and (ii) ensure that 
  words 5: its possession or Control which is not 
  words 6: or its Affiliates for at least 
  words 7: without a continuing obligation of 
  words 8: with the Promotion of 
  words 9: 8-K, 
  words 10: OR WARRANTIES WHATSOEVER, 
  words 11: A 
  words 12: EITHER PARTY, AND ALL REPRESENTATIONS AND WARRANTIES, WHETHER 
  words 13: HEREBY EXPRESSLY
conversations.from: human
conversations.value: More of this please:
  ARTICLE 9 INDEMNIFICATION ...
conversations.from: assistant
conversations.value: Here you go: 9.1 Indemnification by SIGA.
conversations.from: human
conversations.value: More of this please:
  SIGA will, at its sole expense, defend, indemnify, and hold MMT and its Affiliates and their respective officers, directors, shareholders, owners, employees, agents and representatives (the "MMT Indemnitees") harmless from and against any and all, damages, losses, liabilities, taxes, costs, expenses (including court costs and reasonable attorneys' fees and expenses) and recoveries (collectively, "Losses") to the extent arising out of or resulting from any claims, suits, proceedings or demands of Third Parties (including, for the avoidance of doubt, Governmental Authorities) ("Claims"), arising from or occurring as a result of (a) allegations that the Product and /or the SIGA Intellectual Property infringes any Third Party intellectual property rights, (b) SIGA's failure to comply with any Regulatory Approval requirements of Regulatory Authorities in the Territory with respect to the Product, (c) product liability claims arising from SIGA's Development, Manufacture or Commercialization of the Product, (d) the ...
conversations.from: assistant
conversations.value: Here you go: breach of any of SIGA's obligations under this Agreement, including SIGA's representations and warranties, covenants and other agreements, (e) any breach by SIGA of any obligation that MMT has delegated or otherwise appointed SIGA to perform under a Customer Contract and SIGA has agreed to such delegation or appointment in writing, including a failure to supply the Product to Customers pursuant to the terms of this Agreement and/or any Customer Contract or (f) the willful misconduct or gross negligence of SIGA, its Affiliates, or the officers, directors, employees, agents or representatives of SIGA or its Affiliates in connection with performance by or on behalf of SIGA of SIGA's obligations or exercise of SIGA's rights under this Agreement. The foregoing indemnity obligation will not apply (i) to the extent that (x) the MMT Indemnitees fail to comply with the indemnification procedures set forth in Section 9.
conversations.from: human
conversations.value: More of this please:
  3 and SIGA's defense of the relevant Claims is prejudiced by such failure or (y) such Claims arise out of or result from the gross negligence or willful misconduct of MMT or its Affiliates or the officers, directors, employees, agents or representatives of MMT or its Affiliates, or breach by MMT of its representations, warranties or covenants or any other obligation of MMT hereunder; or ...
conversations.from: assistant
conversations.value: Here you go: (ii) to Claims for which MMT has an obligation to indemnify SIGA pursuant to Section 9.2, as to which Claims each Party will indemnify the other to the extent of its respective liability for such Claims, provided, for clarity, notwithstanding the provisions of Section 9.2(a) or (b), SIGA shall in all cases be solely responsible for any Claims relating to matters described in Section 9.
conversations.from: human
conversations.value: More of this please:
  1(c) and (e).29 Source: SIGA ...
conversations.from: assistant
conversations.value: Here you go: TECHNOLOGIES INC, 8-K, 6/3/2019 9.
conversations.from: human
conversations.value: More of this please:
  2 Indemnification by MMT. MMT will, at its sole expense, defend, indemnify, ...
conversations.from: assistant
conversations.value: Here you go: and hold SIGA and its Affiliates and their respective officers, directors, shareholders.
conversations.from: human
conversations.value: Fill in the missing spans: owners, employees, agents and representatives (the [spans 1] occurring as a result of (a) the breach of any of MMT's obligations under [spans 2] subject to Section 9.1(e) any breach by MMT under any Customer Contract, including MMT's representations and warranties, covenants and other agreements, or the failure [spans 3].
conversations.from: assistant
conversations.value: spans 1: "SIGA Indemnitees") harmless from and against any and all Losses to the extent arising out of or resulting from any Claims arising from or 
  spans 2: this Agreement, including MMT's representations and warranties, covenants and other agreements, (b) 
  spans 3: to comply with this Agreement, or (c) the willful misconduct or gross negligence of MMT, its Affiliates, or the officers, directors, employees, agents or representatives of MMT or its Affiliates in connection with performance by or on behalf of MMT of MMT's obligations or exercise of MMT's rights under this Agreement
conversations.from: human
conversations.value: More of this please:
  The foregoing indemnity obligation will not apply (i) to the extent that (x) the SIGA Indemnitees fail to comply with the indemnification procedures set forth in Section 9.3 and MMT's defense of the relevant Claims is prejudiced by such failure or (y) such Claims arise out of or result from ...
conversations.from: assistant
conversations.value: Here you go: the gross negligence or willful misconduct of SIGA or its Affiliates or the officers, directors, employees, agents or representatives of SIGA, or any breach by SIGA of its representations, warranties or covenants hereunder; or (ii) to Claims for which SIGA has an obligation to indemnify MMT pursuant to Section 9.
conversations.from: human
conversations.value: Fill in the missing spans: 1, as to which Claims each Party will indemnify the other [spans 1].
conversations.from: assistant
conversations.value: spans 1: to the extent of its respective liability for such Claims.9.3 Indemnification Procedures
conversations.from: human
conversations.value: Fill in the missing words: The Party claiming indemnity under this ... (the "Indemnified Party") shall give written notice to the Party from whom indemnity is being sought (the ... a Claim for which indemnity may be sought ... that the failure by an Indemnified Party to give notice of a Claim for which indemnity may ... in this Section 9.3 shall not relieve the Indemnifying Party of its indemnification obligation ... no event shall the Indemnifying Party be liable ... result from any delay in providing such notice). ... Party with reasonable assistance, at the Indemnifying Party's reasonable ... connection with the defense of the ... which indemnity is being sought. The ... Party may participate in and monitor such defense with counsel ... own choosing at its sole expense; provided, ... Party shall assume and conduct the defense of the ... may so defend any such Claim with ...
conversations.from: assistant
conversations.value: words 1: ARTICLE 9 
  words 2: "Indemnifying Party") promptly after becoming aware of 
  words 3: hereunder (it being understood and agreed, however, 
  words 4: be sought as provided 
  words 5: under this Agreement except that in 
  words 6: for any Losses that 
  words 7: The Indemnified Party will provide the Indemnifying 
  words 8: expense, in 
  words 9: Claim for 
  words 10: Indemnified 
  words 11: of its 
  words 12: however, the Indemnifying 
  words 13: Claim and 
  words 14: counsel of its choosing
conversations.from: human
conversations.value: More of this please:
  The Indemnifying Party will not settle any Claim without the prior written consent of the Indemnified Party, not to be unreasonably withheld, unless the settlement involves only the payment of money by the Indemnifying Party. So long as the Indemnifying Party is actively defending the Claim in good faith, the Indemnified Party will not settle or compromise any such Claim without the prior written ...
conversations.from: assistant
conversations.value: Here you go: consent of the Indemnifying Party. If the Indemnifying Party does not assume and conduct the defense of the Claim as provided above, (a) the Indemnified Party may defend against, consent to the entry of any judgment, or enter into any settlement with respect to such Claim in any manner the Indemnified Party may deem reasonably appropriate (and the Indemnified Party need not consult with,...
conversations.from: human
conversations.value: Next.
conversations.from: assistant
conversations.value: or obtain any consent from, the Indemnifying Party in connection therewith), and (b) the Indemnifying Party will remain responsible to indemnify the Indemnified Party as provided in this ARTICLE 9. The assumption...
conversations.from: human
conversations.value: Continue.
conversations.from: assistant
conversations.value: of the defense by the Indemnifying Party will not be construed as...
conversations.from: human
conversations.value: Next.
conversations.from: assistant
conversations.value: an acknowledgment that the Indemnifying Party is liable to indemnify the Indemnified Party with respect to such Claim, nor will it constitute a waiver by the Indemnifying Party of any defenses it may assert against the Indemnified Party's claim for indemnification.30 Source: SIGA TECHNOLOGIES INC, 8-K, 6/3/2019 9.4 Insurance.
conversations.from: human
conversations.value: More of this please:
  MMT and SIGA shall each, at their sole cost and expense, procure and maintain (a) commercial general liability insurance in amounts not less than $___ per incident and $___ annual aggregate, and (c) product liability insurance in amounts not less ...
conversations.from: assistant
conversations.value: Here you go: than $___ annual aggregate, and each naming the other Party as additional insured. MMT and SIGA shall maintain such insurance throughout the Term, and shall from time to time provide copies of certificates of such insurance the other Party upon request.9.
conversations.from: human
conversations.value: More of this please:
  5 Limitation of Liability. EXCEPT (I) IN THE EVENT OF THE FRAUD OF A PARTY OR OF A PARTY'S BREACH OF ITS OBLIGATIONS UNDER ARTICLE 7 (INTELLECTUAL PROPERTY) OR ARTICLE 10 (CONFIDENTIALITY), OR (II) TO THE EXTENT ANY SUCH DAMAGES ARE REQUIRED TO BE PAID TO A THIRD PARTY AS PART OF A CLAIM FOR WHICH A PARTY PROVIDES INDEMNIFICATION UNDER THIS ARTICLE 9, NEITHER PARTY NOR ANY OF ITS AFFILIATES OR SUBLICENSEES SHALL BE LIABLE TO THE OTHER IN CONTRACT, TORT, NEGLIGENCE, BREACH OF STATUTORY DUTY OR OTHERWISE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, REMOTE, EXEMPLARY OR SPECULATIVE DAMAGES OR OTHER DAMAGES THAT ARE NOT PROBABLE AND REASONABLY FORESEEABLE AND IRRESPECTIVE OF WHETHER THAT PARTY OR ANY REPRESENTATIVE OF THAT PARTY HAS BEEN ADVISED OF, OR ...
conversations.from: assistant
conversations.value: Here you go: OTHERWISE MIGHT HAVE ANTICIPATED THE POSSIBILITY OF, ANY SUCH LOSS OR DAMAGE; PROVIDED, FOR CLARITY, ___. ARTICLE 10 CONFIDENTIALITY 10.1 Confidentiality.
conversations.from: human
conversations.value: More of this please:
  Each Party agrees that, during the Term and for a period of ___ years thereafter, such Party and its Affiliates will keep confidential and will not publish or otherwise disclose and will not use for any purpose other than as provided for in this Agreement (which includes the exercise of any rights or the performance of any obligations hereunder) any Confidential Information furnished to it or its Affiliates by the other Party or its Affiliates pursuant to this Agreement, except to the extent expressly authorized by this Agreement or as otherwise agreed to in writing by the Parties; provided, however, that the confidentiality and non-use obligations imposed by this Agreement with respect to trade secrets included in an item of Confidential Information will continue for as long as the disclosing Party continues to treat such Confidential Information as a trade secret. The foregoing confidentiality and non-use obligations do not apply to any portion of the other Party's Confidential Information that the receiving Party can demonstrate by competent written proof: 31 Source: SIGA TECHNOLOGIES INC, 8-K, 6/3/2019 (a) was already known to the receiving ...
conversations.from: assistant
conversations.value: Here you go: Party or its Affiliate, other than under an obligation of confidentiality hereunder, at the time of disclosure by the other Party or any of its Affiliates; (b) was generally available to the public or otherwise part of the public domain at the time of its disclosure to the receiving Party or any of its Affiliates; (c) became generally available to the public or otherwise part of the public domain after its disclosure and other than through any act or omission of the receiving Party or any of its Affiliates in breach of this Agreement; (d) was disclosed to the receiving Party or any of its Affiliates by a Third Party who had a legal right to make such disclosure and who did not obtain such information directly or indirectly from the other Party or any of its Affiliates; or (e) was independently discovered or developed by the receiving Party or any of its Affiliates without access to or aid, application or use of the other Party's Confidential Information, as evidenced by a contemporaneous writing.10.2 Authorized Disclosure. Notwithstanding the obligations set forth in Section 10.
conversations.from: human
conversations.value: More of this please:
  1, either Party or its respective Affiliates may disclose the other Party's Confidential Information and the terms of this Agreement to the extent: (a) ...
conversations.from: assistant
conversations.value: Here you go: such disclosure is reasonably necessary (i) for the filing or prosecuting of Patent or Trademark rights as contemplated by this Agreement; (ii) to comply...
conversations.from: human
conversations.value: More.
conversations.from: assistant
conversations.value: with the requirements of Regulatory Authorities with respect to obtaining and maintaining Regulatory Approval of Product; or (iii) for prosecuting or defending litigation as contemplated by this Agreement; (b) such disclosure is reasonably necessary to its officers, directors, employees, agents, consultants, contractors, licensees, sublicensees, attorneys, accountants, lenders, insurers, shareholders, or licensors on a need-to-know basis for the sole purpose of performing its obligations or exercising its rights under this Agreement; provided that in each case, the disclosees are bound by obligations of confidentiality and non-use no less stringent than those contained in this Agreement; (c) such disclosure is reasonably necessary to any bona fide potential or actual investor, acquiror, merger partner, or other financial or commercial partner for the sole purpose of evaluating an actual or potential investment,...
conversations.from: human
conversations.value: Continue.
conversations.from: assistant
conversations.value: acquisition or other business relationship with the disclosing Party; provided that in each case, the disclosees are bound by written obligations of confidentiality and non-use having a minimum term of two (2) years; or 32 Source: SIGA TECHNOLOGIES INC, 8-K, 6/3/2019 (d) such disclosure is reasonably necessary to comply with Laws, including regulations promulgated by applicable security exchanges, court order, administrative subpoena or other order. Notwithstanding the foregoing, if either Party or any of its respective Affiliates is required to make a disclosure of the other Party's Confidential Information pursuant to Section 10.2(a) or 10.
conversations.from: human
conversations.value: More of this please:
  2(d), such Party will promptly notify the other Party of such required disclosure and, upon the other Party's request, such Party and its Affiliates will use reasonable efforts to obtain, or to assist the other Party in obtaining, a protective order preventing or limiting the required disclosure at the non-disclosing Party's sole cost.10.3 Technical Publication. Upon request, SIGA will provide to MMT publications, and other forms of public disclosure such as abstracts and presentations, of results of studies carried out to the extent they relate to the Product and are not protected by a confidentiality agreement with a Third Party, in each case, as soon as reasonably practicable after such disclosure.10.4 Publicity; Terms of Agreement. (a) The Parties agree that the material terms of this Agreement are the Confidential Information of both Parties, subject to the special authorized disclosure provisions set forth in this Section 10.4. (b) SIGA ...
conversations.from: assistant
conversations.value: Here you go: may make a public announcement of the execution of this Agreement in the form attached as Exhibit C, which will be issued on or promptly after the Effective Date. (c) If either Party or its Affiliates desires to make a public announcement concerning the material terms of this Agreement such Party will give reasonable prior advance notice of the proposed text of such announcement to the other Party for its prior review and approval (except as otherwise provided herein), such approval not to be unreasonably withheld. A Party commenting on such a proposed announcement will provide its comments, if any, within five (5) Business Days after receiving the announcement for review, or such shorter period as may be reasonably required in order for the proposing Party to comply with any applicable deadline for making such announcement (as such deadline is communicated by the proposing Party to the commenting Party).
conversations.from: human
conversations.value: More of this please:
  In addition, where required by Laws or sought by either Party, including regulations promulgated by applicable security exchanges, such Party or its Affiliates may make a press release announcing the achievements of any material event with respect to this Agreement or the Parties' performance thereof, subject only to the review procedure set forth in the preceding sentence; provided that the review period will be reduced to two (2) Business Days (or such shorter period as may be reasonably required in order for the proposing Party to comply with any applicable deadline for making such press release, as such deadline is communicated by the proposing Party to the commenting Party) if the deadline ...
conversations.from: assistant
conversations.value: Here you go: for making such disclosure is five (5) or fewer Business Days after such achievement or event. In relation to the other Party's review of such an announcement, such other Party may make specific, reasonable comments on such proposed press release within the prescribed time for commentary, but will not withhold, condition, or delay its consent to disclosure of the information. Neither Party nor their respective Affiliates are required to seek the permission of the other Party to repeat any information regarding the terms of this Agreement that has already been publicly disclosed by such Party or its Affiliate, or by the other Party or its Affiliate, in accordance with this Section 10.
conversations.from: human
conversations.value: More of this please:
  4, if such information remains accurate as of such time.33 Source: SIGA TECHNOLOGIES INC, 8-K, 6/3/2019 (d) The Parties acknowledge that either or both Parties may be obligated to file under Laws a copy of this Agreement with the U.S. Securities and Exchange Commission ("SEC") or other Governmental Authorities. Each Party will make such a required filing and will request confidential treatment of the commercial terms and sensitive technical or other competitively sensitive terms hereof and thereof to the extent such confidential treatment is available to such Party ...
conversations.from: assistant
conversations.value: Here you go: or file redacted versions of such terms as permitted by the SEC. In the event of any such filing, the filing Party will provide the other Party with a copy of this Agreement marked to show the provisions for which such Party intends to seek confidential treatment and will reasonably consider and incorporate the other Party's comments thereon to the extent consistent with the legal requirements, with respect to the filing Party, governing disclosure of material agreements and material information that must be publicly filed.10.5 Prior Confidentiality Agreements.
conversations.from: human
conversations.value: More of this please:
  Any prior confidentiality agreements between the Parties are hereby superseded by this Agreement. Additionally, all information disclosed by a Party or its Affiliates to the other Party or its Affiliates pursuant to any prior confidentiality ...
conversations.from: assistant
conversations.value: Here you go: agreements shall be deemed to be such Party's Confidential Information disclosed hereunder and the confidentiality, non-use and non-disclosure obligations set forth in this ARTICLE 10 will apply to the receiving Party, its Affiliates and disclosees.
conversations.from: human
conversations.value: Fill in the missing words: If any such obligations conflict with the obligations set ... any prior confidentiality agreements, then the ... disclosees will comply with the more stringent obligations.10.
conversations.from: assistant
conversations.value: words 1: forth in 
  words 2: receiving Party, its Affiliates and
conversations.from: human
conversations.value: Fill in the missing spans: 6 Return of Confidential Information. Except as otherwise set forth in this Agreement, upon termination of this Agreement, the receiving Party shall promptly return, or upon request of the disclosing party destroy and provide written certification of such destruction, all [spans 1] in any medium, except that the receiving Party may retain [spans 2].
conversations.from: assistant
conversations.value: spans 1: of the disclosing Party's Confidential Information, including all reproductions and copies thereof 
  spans 2: a reasonable number of archival copies as may be required by Law or its reasonable standard document retention policies.10
conversations.from: human
conversations.value: More of this please:
  7 Unauthorized Use. If either Party becomes aware or has knowledge of any unauthorized use or disclosure of the other Party's Confidential Information, it will promptly notify the other Party in writing ...
conversations.from: assistant
conversations.value: Here you go: of such unauthorized use or disclosure.10.8 Exclusive Property.
conversations.from: human
conversations.value: More of this please:
  All Confidential Information is the sole and exclusive property of the disclosing Party and the permitted use thereof by the receiving Party for purposes of its performance hereunder will not be deemed ...
conversations.from: assistant
conversations.value: Here you go: a license or other right of the receiving Party to use any such Confidential Information for any other purpose.34 Source: SIGA TECHNOLOGIES INC, 8-K, 6/3/2019 ARTICLE 11 TERM AND TERMINATION 11.1 Term...
conversations.from: human
conversations.value: More.
conversations.from: assistant
conversations.value: This Agreement becomes effective on the Effective Date and, unless earlier terminated...
conversations.from: human
conversations.value: Next.
conversations.from: assistant
conversations.value: as provided in this ARTICLE 11, shall continue until the five (5) year anniversary of the Effective Date (the "Initial Term"). This Agreement shall...
conversations.from: human
conversations.value: Continue.
conversations.from: assistant
conversations.value: be automatically renewed for successive three (3) year terms thereafter (each a...
conversations.from: human
conversations.value: Continue.
conversations.from: assistant
conversations.value: "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...
conversations.from: human
conversations.value: More.
conversations.from: assistant
conversations.value: end of the Initial Term or any Renewal Term or (ii) earlier...
conversations.from: human
conversations.value: More.
conversations.from: assistant
conversations.value: terminated as provided in this ARTICLE 11.11.2 Termination for Cause. (a) This...
conversations.from: human
conversations.value: More.
conversations.from: assistant
conversations.value: Agreement may be terminated by either Party on country-by-country basis, or in its entirety, upon ___ days prior written notice at any time during the Term by giving written notice to the other Party in the event that such other Party has committed a material breach of its obligations under this Agreement with respect to such country(ies) or the Agreement in its entirety, as...
conversations.from: human
conversations.value: Next.
conversations.from: assistant
conversations.value: applicable, and such material breach remains uncured for ___ days from the date of such notice. (b) Either Party may terminate this Agreement in...
conversations.from: human
conversations.value: More.
conversations.from: assistant
conversations.value: its entirety immediately by written notice if the other Party (i) applies for or consents to the appointment of, or the taking of possession by, a receiver, custodian, trustee or liquidator of itself or of all or a substantial part of its property, (ii) makes a general assignment for the benefit of its creditors, (iii) commences a voluntary case under the Bankruptcy Code of...
conversations.from: human
conversations.value: Continue.
conversations.from: assistant
conversations.value: any country, (iv) files a petition seeking to take advantage of any Laws relating to bankruptcy, insolvency, reorganization, winding-up, or composition or readjustment of debts, (v) fails to controvert in a timely...
conversations.from: human
conversations.value: Next.
conversations.from: assistant
conversations.value: and appropriate manner, or acquiesces in writing to, any petition filed against it in any involuntary case under the Bankruptcy Code of any country, (vi) takes any corporate action to effect any of the foregoing, (vii) has a proceeding or case commenced against it in any court of competent jurisdiction, seeking (A) its liquidation, reorganization, dissolution or winding-up, or the composition or readjustment of its debts, (B) the appointment of a trustee, receiver, custodian, liquidator or the like of all or any substantial part of its assets, or (C) similar relief under the Bankruptcy Code of any country, or an order, judgment or decree approving any of the foregoing is entered and continues unstayed for a period of sixty (60) days, or (viii) has an order for relief...
conversations.from: human
conversations.value: More.
conversations.from: assistant
conversations.value: against it entered in an involuntary case under the Bankruptcy Code of...
conversations.from: human
conversations.value: Continue.
conversations.from: assistant
conversations.value: any country. (c) SIGA may immediately terminate this Agreement on a country-by-country basis on notice to MMT if SIGA receives any information that it in good faith determines to be evidence of an actual breach by MMT or its Affiliates of Section 8.
conversations.from: human
conversations.value: More of this please:
  4(c)(ii) in such country. In the event of such termination, SIGA shall have no liability to MMT for any charges, fees, reimbursements, or ...
conversations.from: assistant
conversations.value: Here you go: other compensation or claims under this Agreement with respect to such country, including for services previously performed.35 Source: SIGA TECHNOLOGIES INC, 8-K, 6/3/2019 11.
conversations.from: human
conversations.value: Fill in the missing words: 4 Termination for Failure to ___. SIGA may terminate [words 1] notice to MMT if MMT does not, in accordance with [words 2] 2.3, notify SIGA in writing ___.11.
conversations.from: assistant
conversations.value: words 1: this Agreement immediately upon written 
  words 2: the provisions of Section
conversations.from: human
conversations.value: More of this please:
  5 Termination for Convenience. Notwithstanding any other provision of this Agreement, MMT may at any time terminate this Agreement on country-by-country basis, or in its entirety, upon ___ months' prior written notice to SIGA.11.6 Effect of Termination. Upon termination of this Agreement pursuant to this ARTICLE 11, for all Customer Contracts then in force in the ...
conversations.from: assistant
conversations.value: Here you go: Territory, MMT shall either (i) promptly exercise its rights to terminate such Customer Contracts pursuant to termination rights accruing from the occurrence of a termination of this Agreement or otherwise or (ii) upon timely written request of SIGA, use Commercially Reasonable Efforts to assign any Customer Contract identified in such notice then in force to SIGA.
conversations.from: human
conversations.value: Fill in the missing spans: SIGA shall be solely responsible for all costs and expenses incurred under or in connection with the assignment of a Customer ...
conversations.from: assistant
conversations.value: spans 1: Contract to SIGA pursuant to clause (ii) of this Section 11.6
conversations.from: human
conversations.value: Fill in the missing words: All costs, penalties or other expenses incurred [words 1] with any Customer Contract as a result of [words 2] clause (i) of this Section 11.6 shall be the responsibility of [words 3] provided that in the event of a [words 4] 11.2, such costs shall be the [words 5] non-terminating Party.11.7 Survival.
conversations.from: assistant
conversations.value: words 1: under or in connection 
  words 2: MMT's termination of a Customer Contract pursuant to 
  words 3: the Party terminating this Agreement, 
  words 4: termination under Section 
  words 5: responsibility of the
conversations.from: human
conversations.value: More of this please:
  Termination or expiration of this Agreement will not affect rights or obligations of the Parties under this Agreement that have accrued before the date of termination or expiration, including any accrued obligations relating to the delivery of the Product pursuant to ARTICLE 5. Notwithstanding anything to the contrary, the following provisions will survive any expiration or termination ...
conversations.from: assistant
conversations.value: Here you go: of this Agreement: Section 5.6 (Adverse Event Reporting), Section 7.1 (Ownership of SIGA Intellectual Property), ARTICLE 1 (Definitions), ARTICLE 6 (Payments) (solely with respect to accrued payment obligations as of the date of termination or expiration of this Agreement), ARTICLE 9 (Indemnification), ARTICLE 10 (Confidentiality), ARTICLE 11 (Term and Termination), ARTICLE 12 (Dispute Resolution) and ARTICLE 13 (Miscellaneous).
conversations.from: human
conversations.value: More of this please:
  ARTICLE 12 DISPUTE RESOLUTION 12.1 Executive Officer Resolution. Except with respect to disputes arising from the delivery of an Audit Report which disputes shall ...
conversations.from: assistant
conversations.value: Here you go: be governed by the terms of Section 6.
conversations.from: human
conversations.value: Fill in the missing words: 6, if any dispute or disagreement arises [words 1] Parties in respect of this Agreement, to the extent [words 2] the JSC: (a) The Party claiming that [words 3] give notice in writing to the other [words 4] of the dispute (a "Notice of [words 5] 8-K, 6/3/2019 (b) Within thirty (30) days of [words 6] Notice of Dispute, the Parties' Executive [words 7] person or by teleconference and at [words 8] use their reasonable efforts to resolve such dispute. (c) If, [words 9] period of thirty (30) days, or in any event within sixty (60) [words 10] receipt of the Notice of Dispute, [words 11] or if, for any reason, the meeting described in [words 12].
conversations.from: assistant
conversations.value: words 1: between the 
  words 2: not resolved by 
  words 3: such a dispute exists will 
  words 4: Party of the nature 
  words 5: Dispute").36 Source: SIGA TECHNOLOGIES INC, 
  words 6: receipt of a 
  words 7: Officers will meet and confer in 
  words 8: this meeting will 
  words 9: within a further 
  words 10: days of initial 
  words 11: the dispute has not been resolved, 
  words 12: Section 12
conversations.from: human
conversations.value: More of this please:
  1(b) has not been held within sixty (60) days of initial receipt of the Notice of Dispute, then the Parties agree that either Party ...
conversations.from: assistant
conversations.value: Here you go: may initiate litigation to resolve such dispute. (d) Notwithstanding any provision of this Agreement to the contrary, either Party may immediately seek preliminary, temporary...
conversations.from: human
conversations.value: Next.
conversations.from: assistant
conversations.value: or permanent injunctive and other equitable relief in any court of competent...
conversations.from: human
conversations.value: Continue.
conversations.from: assistant
conversations.value: jurisdiction to (i) prevent or curtail any actual or threatened breach of this Agreement that is reasonably likely to cause it irreparable harm or (ii) enforce its rights under this Agreement.12.2 Governing Law. 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,...
conversations.from: human
conversations.value: Continue.
conversations.from: assistant
conversations.value: without giving effect to any choice of law principles that would require the application of the Laws of a different state.12.
conversations.from: human
conversations.value: Fill in the missing words: 3 Jurisdiction. Each Party to this Agreement hereby [words 1] to the exclusive jurisdiction of the [words 2] of New York or the United States District Court [words 3] District of New York for the purpose of [words 4] arising in whole or in part out of, related [words 5] or in connection with this Agreement or the subject matter hereof, (b) waives to the [words 6] not to assert, by way of [words 7] or otherwise, in any such action, [words 8] not subject personally to the jurisdiction of [words 9] that its property is exempt or immune [words 10] or execution, that any such action brought in one of [words 11] on grounds of forum non conveniens, should be transferred to any court other than [words 12] above-named courts or that this Agreement or the subject matter hereof may [words 13] or by such court and (c) agrees not to commence any [words 14] one of the above-named courts nor to make [words 15] other action seeking or intending to cause the transfer or removal [words 16] any court other than one of the [words 17] grounds of forum non conveniens or otherwise.12.4 NO JURY TRIAL.
conversations.from: assistant
conversations.value: words 1: (a) irrevocably submits 
  words 2: state courts of the State 
  words 3: for the Southern 
  words 4: any and all actions, suits or proceedings 
  words 5: to, based upon 
  words 6: extent not prohibited by Law, and agrees 
  words 7: motion, as a defense 
  words 8: any claim that it is 
  words 9: the above-named courts, 
  words 10: from attachment 
  words 11: the above-named courts should be dismissed 
  words 12: one of the 
  words 13: not be enforced in 
  words 14: such action other than before 
  words 15: any motion or take any 
  words 16: of any such action to 
  words 17: above-named courts whether on the
conversations.from: human
conversations.value: More of this please:
  THE PARTIES EXPRESSLY WAIVE AND FOREGO, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREBY OR THE ACTIONS OF THE PARTIES IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT HEREOF.37 Source: SIGA TECHNOLOGIES INC, 8-K, ...
conversations.from: assistant
conversations.value: Here you go: 6/3/2019 ARTICLE 13 MISCELLANEOUS 13.1 Entire Agreement; Amendment. This Agreement, including the Schedules and Exhibits hereto, together with the confidentiality agreements referenced in Section 10.5, and any other documents delivered pursuant hereto or thereto, sets forth the complete, final and exclusive agreement and all the covenants, promises, agreements, warranties, representations, conditions and understandings between the Parties hereto and thereto and their Affiliates with respect...
conversations.from: human
conversations.value: Next.
conversations.from: assistant
conversations.value: to the subject matter hereof and supersedes, as of the Effective Date, all prior and contemporaneous agreements and understandings between the Parties with respect to the subject matter hereof. There are no covenants, promises, agreements, warranties, representations, conditions or understandings, either oral or written, between the Parties with respect to the subject matter of this Agreement other than as are set forth in this...
conversations.from: human
conversations.value: More.
conversations.from: assistant
conversations.value: Agreement. No subsequent alteration, amendment, change or addition to this Agreement will be binding upon the Parties unless reduced to writing and signed by an authorized officer of each Party.13.2 Force Majeure. Both Parties will be excused from the performance of their obligations under this Agreement to the extent that such performance is prevented by force majeure and the non-performing Party promptly provides notice...
conversations.from: human
conversations.value: Continue.
conversations.from: assistant
conversations.value: of the prevention to the other Party. Such excuse will continue for so long as the condition constituting force majeure continues and the non-performing Party takes reasonable efforts to remove the condition. For purposes of this Agreement, force majeure includes conditions beyond the control of the Parties, including an act of God, war, civil commotion, terrorist act, epidemic, failure or default of public utilities...
conversations.from: human
conversations.value: More.
conversations.from: assistant
conversations.value: or common carriers, destruction of production facilities or materials by fire, earthquake, and storm or like catastrophe. Notwithstanding the foregoing, a Party will not be excused from making payments owed hereunder because of a force majeure affecting such Party. If a force majeure persists for more than sixty (60) days, then the Parties will discuss in good faith the modification of the Parties' obligations...
conversations.from: human
conversations.value: Continue.
conversations.from: assistant
conversations.value: under this Agreement to mitigate the delays caused by such force majeure.13.3 Notices. Any notice required or permitted to be given under this Agreement...
conversations.from: human
conversations.value: Continue.
conversations.from: assistant
conversations.value: will be in writing, will specifically refer to this Agreement, and will be addressed to the appropriate Party at the address specified below or such other address as may be specified by such Party in writing in accordance with this Section 13.3, and will be deemed to have been given for all purposes (a) when received, if hand-delivered or sent by email with non-automated...
conversations.from: human
conversations.value: Next.
conversations.from: assistant
conversations.value: confirmed read receipt or a reputable courier service, or (b) five (5) Business Days after mailing, if mailed by first class certified or registered airmail, postage prepaid, return receipt requested.
conversations.from: human
conversations.value: Fill in the missing words: If to SIGA: SIGA Technologies, Inc.31 East [words 1] 5t h Floor New York, NY 10065 [words 2] SIGA TECHNOLOGIES INC, 8-K, 6/3/2019 With [words 3] not constitute notice): Lily Wound, Esq.
conversations.from: assistant
conversations.value: words 1: 62nd Street, 
  words 2: Attn: General Counsel 38 Source: 
  words 3: copies to (which will
conversations.from: human
conversations.value: Fill in the missing words: WilmerHale 7 World Trade Center 250 Greenwich Street [words 1] Email: lily. wound@wilmerhale.com If to MMT: Meridian Medical Technologies, Inc.6350 Stevens Forest Road, Suite 301 [words 2] Manager With a copy to: Legal Department [words 3] will not constitute notice): Arnold & Porter Kaye Scholer LLP [words 4] New York, NY 10019-9710 Attn: Lowell [words 5] lowell. dashefsky @arnoldporter.com and eric.
conversations.from: assistant
conversations.value: words 1: New York, NY 10007 
  words 2: Columbia, Maryland 21046 Attn: General 
  words 3: With a copy to (which 
  words 4: 250 West 55t h Street 
  words 5: Dashefsky and Eric Rothman Email:
conversations.from: human
conversations.value: Fill in the missing spans: 4 No Strict Construction; Interpretation; Headings. The [spans 1].
conversations.from: assistant
conversations.value: spans 1: language in this Agreement is to be construed in all cases according to its fair meaning
conversations.from: human
conversations.value: More of this please:
  Except where the context otherwise requires, wherever used, the singular includes the ...
conversations.from: assistant
conversations.value: Here you go: plural, the plural the singular, the use of any gender applies to...
conversations.from: human
conversations.value: Next.
conversations.from: assistant
conversations.value: all genders. The word "or" is used in the disjunctive sense and...
conversations.from: human
conversations.value: Continue.
conversations.from: assistant
conversations.value: the word "and" is used in the conjunctive sense.
conversations.from: human
conversations.value: Fill in the missing spans: The captions of this Agreement are for convenience of reference only and in ... this Agreement or the intent of any ... Agreement. The term "including," "include," or "includes", whether or not ...
conversations.from: assistant
conversations.value: spans 1: no way define, describe, extend, or limit the scope or intent of 
  spans 2: provision contained in this 
  spans 3: followed by "without limitation" or "including, but not limited to," or words of similar import, shall be construed to mean in each case including, without limiting the generality of any description preceding such term
conversations.from: human
conversations.value: Fill in the missing spans: The Parties agree that no meaning should be inferred about the use of "without limitation" or "including, but not limited to" in some instances but not others. Unless [spans 1] to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein or therein), (ii) any reference to any Laws will be construed as referring to such Laws as from time to time enacted, repealed or amended, (iii) any reference to any Person will be construed to include the Person's [spans 2] in its entirety and not to any particular provision [spans 3] discussions relating to such terms except as such Party may determine in such Party's sole discretion, (vi) all references to Sections, Exhibits or Schedules will [spans 4] which such words apply, and (ix) any reference "dollar", "dollars" or "$" will be construed to refer [spans 5] U.S. dollars. The headings of each Article and Section in this Agreement have been inserted for [spans 6] on the meaning of the language contained in the particular Article [spans 7].
conversations.from: assistant
conversations.value: spans 1: the context requires otherwise, (i) any definition of or reference to any agreement, instrument or other document will be construed as referring to such agreement, instrument or other document as from time 
  spans 2: successors and permitted assigns, (iv) the words "herein", "hereof" and "hereunder", and words of similar import, will be construed to refer to this Agreement 
  spans 3: hereof, (v) any reference to the words "mutually agree" or "mutual written agreement" will not impose any obligation on either Party to agree to any terms relating thereto or to engage in 
  spans 4: be construed to refer to Sections, Exhibits and Schedules to this Agreement, (vii) the word "days" means calendar days and the word "month" means calendar month unless otherwise specified, (viii) the words "copy" and "copies" and words of similar import when used in this Agreement include, to the extent available, electronic copies, files or databases containing the information, files, items, documents or materials to 
  spans 5: to 
  spans 6: convenience of reference only and are not intended to limit or expand 
  spans 7: or Section
conversations.from: human
conversations.value: Fill in the missing spans: Each Party represents that it has been represented by legal counsel in connection with this [spans 1] hereof. In interpreting and applying the terms and provisions of this [spans 2].
conversations.from: assistant
conversations.value: spans 1: Agreement and acknowledges that it has participated in the drafting 
  spans 2: Agreement, the Parties agree that no presumption will apply against the Party which drafted such terms and provisions
conversations.from: human
conversations.value: More of this please:
  39 Source: SIGA TECHNOLOGIES ...
conversations.from: assistant
conversations.value: Here you go: INC, 8-K, 6/3/2019 13.5...
conversations.from: human
conversations.value: Continue.
conversations.from: assistant
conversations.value: Assignment.
conversations.from: human
conversations.value: More of this please:
  Neither Party may assign or transfer this Agreement or any rights or obligations hereunder without the prior written consent of the other Party, except that a Party may make such an assignment without the other Party's consent to its Affiliates or to a Third Party successor of, or transferee to, assets of such Party to which this Agreement relates, whether in a merger, sale ...
conversations.from: assistant
conversations.value: Here you go: of stock, sale of assets or other transaction. Any successor or assignee of rights or obligations permitted hereunder will, in writing to the other Party, expressly assume performance of such rights or obligations. Any permitted assignment will be binding on the successors of the assigning Party. Any assignment or attempted assignment by either Party in violation of the terms of this Section 13.
conversations.from: human
conversations.value: Fill in the missing spans: 5 is null, void and of no legal effect.13.6 Performance by Affiliates. Subject to Section 2.1(b), each Party may discharge any obligations and exercise any right hereunder through any of its Affiliates. Each Party [spans 1] this Agreement, and will cause its Affiliates [spans 2] performance. Any breach by a Party's Affiliate of any of [spans 3].
conversations.from: assistant
conversations.value: spans 1: hereby guarantees the performance by its Affiliates of such Party's obligations under 
  spans 2: to comply with the provisions of this Agreement in connection with such 
  spans 3: such Party's obligations under this Agreement is a breach by such Party, and the other Party may proceed directly against such Party without any obligation to first proceed against such Party's Affiliate.13
conversations.from: human
conversations.value: More of this please:
  7 Further Assurances and Actions. Each Party, upon the request of the other Party, whether made before or after the Effective Date and without further consideration, will do, execute, acknowledge, and deliver or cause to be done, executed, acknowledged or delivered all such further acts, deeds, documents, assignments, transfers, conveyances, powers of attorney, instruments and assurances as may be reasonably necessary to effect complete consummation of the transactions contemplated ...
conversations.from: assistant
conversations.value: Here you go: by this Agreement, and to do all such other acts, as may be necessary or appropriate to carry out the purposes and intent of this Agreement. The Parties agree to execute and deliver such other documents, certificates, agreements and other writings and to take such other actions as may be reasonably necessary to consummate or implement expeditiously the transactions contemplated by this Agreement.40 Source: SIGA TECHNOLOGIES INC, 8-K, 6/3/2019 13.
conversations.from: human
conversations.value: Fill in the missing spans: 8 Severability. Each of the provisions contained in this Agreement will be severable, and the unenforceability of ...
conversations.from: assistant
conversations.value: spans 1: one will not affect the enforceability of any others or of the remainder of this Agreement
conversations.from: human
conversations.value: Fill in the missing words: If any one or more of the provisions of this Agreement, [words 1] circumstances, is held to be invalid, [words 2] for any reason, the Parties will negotiate in [words 3] a view to the substitution therefor of a [words 4] out, so far as may be [words 5] and purpose of such invalid provision; provided, however, [words 6] validity, legality and enforceability of any such provision in [words 7] of this Agreement will not be [words 8] impaired thereby, it being intended that all of [words 9] the Parties hereto will be enforceable to the fullest [words 10] Waiver. Any term or condition of this Agreement [words 11] by the Party that is entitled [words 12] thereof, but no such waiver will be effective unless [words 13] instrument duly executed by or on behalf of the [words 14] or condition. The waiver, delay or the failure [words 15] or exercise any term, condition or [words 16] this Agreement at any time or in any one [words 17] be deemed to be or construed as [words 18] other term, condition or part, nor will it forfeit any [words 19] power or privilege to future enforcement thereof.
conversations.from: assistant
conversations.value: words 1: or the application thereof in any 
  words 2: illegal, or unenforceable in any respect 
  words 3: good faith with 
  words 4: suitable and equitable solution to carry 
  words 5: valid and enforceable, the intent 
  words 6: that the 
  words 7: every other respect and of the remaining provisions 
  words 8: in any way 
  words 9: the rights and privileges of 
  words 10: extent permitted by Law.13.9 No 
  words 11: may be waived at any time 
  words 12: to the benefit 
  words 13: set forth in a written 
  words 14: Party waiving such term 
  words 15: of any Party to enforce 
  words 16: part of 
  words 17: or more instances will not 
  words 18: a waiver of the same or any 
  words 19: rights,
conversations.from: human
conversations.value: Fill in the missing spans: No single or partial exercise of [spans 1] of such right, power or privilege or [spans 2] privilege. To the maximum extent permitted by Law, (a) no claim or right arising out [spans 3] by a waiver or renunciation of the claim [spans 4] in the specific instance for which it is given; and (c) no notice to or demand on one Party will be deemed to be a waiver of any obligation of that Party or of the right of the Party giving such notice or demand to take further action without notice or demand [spans 5].
conversations.from: assistant
conversations.value: spans 1: any right, power or privilege will preclude any other or further exercise 
  spans 2: the exercise of any other right, power or 
  spans 3: of this Agreement or any of the documents referred to in this Agreement can be discharged by one Party, in whole or in part, 
  spans 4: or right unless in writing signed by the other Party; (b) no waiver that may be given by a Party will be applicable except 
  spans 5: as provided in this Agreement or the documents referred to in this Agreement
conversations.from: human
conversations.value: Fill in the missing words: Except as expressly set forth in this Agreement, all [words 1] Party, whether under this Agreement or afforded by [words 2] cumulative and not in the alternative to [words 3] or remedies that may be available to [words 4] of the Parties. Neither Party will have any responsibility for the hiring, [words 5] Party's employees or for any employee benefits of such employee. [words 6] of a Party will have any authority to bind or [words 7] Party to this Agreement for any sum [words 8] in any manner whatsoever, or to create or impose any contractual or other liability on [words 9] without said Party's approval. For all purposes, and notwithstanding [words 10] Agreement to the contrary, SIGA's legal relationship to MMT under this Agreement will be that of independent contractor and nothing in this Agreement [words 11] power or authority to act for, bind, [words 12] in any way. This Agreement is not [words 13].
conversations.from: assistant
conversations.value: words 1: rights and remedies available to a 
  words 2: Law or otherwise, will be 
  words 3: any other rights 
  words 4: such Party.13.10 Relationship 
  words 5: termination or compensation of the other 
  words 6: No employee or representative 
  words 7: obligate the other 
  words 8: or 
  words 9: the other Party 
  words 10: any other provision of this 
  words 11: gives either Party the 
  words 12: or commit the other Party 
  words 13: a partnership agreement
conversations.from: human
conversations.value: Fill in the missing spans: Nothing in this Agreement will be construed to establish [spans 1] Affiliates. Nothing contained in this Agreement shall be construed to create a "separate entity" or "business entity" within the meaning of the U.S. Internal Revenue Code or the regulations thereunder and any foreign equivalents thereto. Neither MMT nor SIGA [spans 2].
conversations.from: assistant
conversations.value: spans 1: a relationship of partners, principal and agent or joint venturers between the Parties or their respective employees or 
  spans 2: will make any statements, representations, or commitments of any kind, or to take any action that is binding on the other, without the prior consent of the other Party to do so.41 Source: SIGA TECHNOLOGIES INC, 8-K, 6/3/2019 13.11 English Language
conversations.from: human
conversations.value: Fill in the missing spans: This Agreement was prepared in the English language, which language governs the interpretation [spans 1] Counterparts. This Agreement may be executed in one or [spans 2] instrument. Each Party may execute this [spans 3] PDF. In addition, facsimile or PDF signatures of authorized signatories of [spans 4] valid and binding, and delivery of a [spans 5] delivery of this Agreement.13.13 Schedules. The disclosure of any matter in any Section of or on any Schedule to this Agreement will only be deemed to be [spans 6].
conversations.from: assistant
conversations.value: spans 1: of, and any dispute regarding, the terms of this Agreement.13.12 
  spans 2: more counterparts, each of which is an original, but all of which together constitute one and the same 
  spans 3: Agreement by facsimile transmission or by 
  spans 4: any Party will be deemed to be original signatures and will be 
  spans 5: facsimile or PDF signature by any Party will constitute due execution and 
  spans 6: a disclosure for the Section or subsection of this Agreement to which it corresponds in number, unless the applicability of such Schedule to any other Section is readily apparent
conversations.from: human
conversations.value: Fill in the missing words: The disclosure of any matter in any Schedule to this Agreement will expressly not [words 1] an admission by either Party hereto, [words 2] such matter is material for purposes of [words 3].
conversations.from: assistant
conversations.value: words 1: be deemed to (a) constitute 
  words 2: or (b) imply that any 
  words 3: this Agreement.13.14 Expenses
conversations.from: human
conversations.value: More of this please:
  Each of the Parties will bear its own direct and indirect expenses incurred in connection with the negotiation and preparation of this Agreement and, except as set forth in this Agreement, the performance of the obligations contemplated hereby ...
conversations.from: assistant
conversations.value: Here you go: and thereby. (Remainder of this page intentionally left blank) 42 Source: SIGA TECHNOLOGIES INC, 8-K, 6/3/2019 IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed by their duly authorized officers as of the Effective Date.
conversations.from: human
conversations.value: Fill in the missing spans: SIGA TECHNOLOGIES, INC. MERIDIAN MEDICAL TECHNOLOGIES, INC. By: /s/ Phillip L. Gomez, III By: /s/ Thomas Handel Name:Phillip L. Gomez, III [spans 1] Source: SIGA TECHNOLOGIES INC, 8-K, 6/3/2019 SCHEDULE 1 SIGA PATENTS Issued Patents [spans 2] Certain polymorphs of ST-246, method of preparation of the polymorphs and pharmaceutical compositions containing the polymorphs June 22, 2015 March 23, 2031 RU [spans 3] 16109 OAPI/Africa Certain polymorphs of ST-246, method of preparation ofthe polymorphs and their use in [spans 4] in treating orthopoxvirus December 2, 2014 March 23, 2031 MX 326231 Mexico Pharmaceutical compositions [spans 5] orthopoxvirus infections and associated diseases June 15, 2017 April 23, 2027 MX 361428 Mexico Polymorphic forms of ST-246 and methods of preparation December 6, 2018 March 23, 2031 MX 363189 Mexico Compounds, compositions and methods for [spans 6] ST-246, pharmaceutical composition of matter for the ST- 246 compound and method of manufacturing ST-246 December 16, 2011 June 18, 2024 JP 5657489 Japan Method of manufacturing ST-246 [spans 7] polymorphs October 7, 2016 March 23, 2031 JP 6188802 [spans 8] of preparation of the polymorphs and pharmaceutical compositions containing the polymorphs August 26, [spans 9] December 16, 2014 April 23, 2027 CA [spans 10] 2866037 Canada Chemicals, compositions and methods for treatment and prevention [spans 11] March 29, 2012 June 18, 2024 Source: SIGA TECHNOLOGIES INC, 8-K, 6/3/2019 Patent Number Country [spans 12] ST-246 January 10, 2013 June 18, 2024 AU 2011232551 Australia Certain polymorphs of ST-246, method [spans 13] ofthe polymorphs and their use in treating orthopoxvirus April [spans 14] ST-246, method of preparation of the polymorphs [spans 15] IL 201736 Israel Pharmaceutical compositions containing ST-246 and one or more [spans 16] August 14, 2033 IL 242666 Israel Compounds, compositions [spans 17] and associated diseases April 12, 2017 [spans 18] Switzerland Polymorphic forms of ST-246 August 22, 2018 March 23, 2031 DE 1638938 Germany Compounds, compositions and methods for treatment and [spans 19] Tecovirimat January 10, 2018 August 14, 2033 DK 1638938 Denmark Compounds, compositions and methods for treatment and prevention of [spans 20] April 12, 2017 June 18, 2024 Source: SIGA TECHNOLOGIES INC, 8-K, 6/3/2019 Patent Number Country Protection [spans 21] and prevention of orthopoxvirus infections and associated diseases April 12, 2017 June 18, 2024 GB 2887938 United Kingdom Methods of preparing Tecovirimat January [spans 22] ST-246 August 22, 2018 March 23, 2031 IE 1638938 [spans 23] of orthopoxvirus infections and associated diseases April 12, [spans 24] June 18, 2024 PL 1638938 Poland Compounds, compositions and methods for treatment and prevention [spans 25] June 18, 2024 Source: SIGA TECHNOLOGIES INC, 8-K, 6/3/2019 Patent Applications ___ Source: SIGA TECHNOLOGIES INC, 8-K, 6/3/2019 SCHEDULE 2 SIGA TRADEMARKS ___ Source: SIGA TECHNOLOGIES INC, 8-K, 6/3/2019 SCHEDULE 3 Safety Reporting Requirements Safety Reporting Requirements for the Product 1. Scope: SIGA has a legal and corporate responsibility to comply with applicable [spans 26] below. For the purposes of this Exhibit, AEs, ARSs, UTEs, and PQCs are [spans 27].
conversations.from: assistant
conversations.value: spans 1: Name:Thomas Handel Title: CEO Title: General Manager and President SIGNATURE PAGE TO PROMOTION AGREEMENT Source: SIGA TECHNOLOGIES INC, 8-K, 6/3/2019 Source: SIGA TECHNOLOGIES INC, 8-K, 6/3/2019 Source: SIGA TECHNOLOGIES INC, 8-K, 6/3/2019 
  spans 2: Patent Number Country Protection Conferred Issue Date Expiration Date SG 184201 Singapore 
  spans 3: 2578606 Russia Certain polymorphs of ST-246, method of preparation ofthe polymorphs and their use in treating orthopoxvirus March 27, 2016 March 23, 2031 OA 
  spans 4: treating orthopoxvirus October 31, 2013 March 23, 2031 NZ 602578 New Zealand Certain polymorphs of ST-246, method of preparation ofthe polymorphs and their use 
  spans 5: containing ST-246 and one or more additional ingredients and dosage unit forms containing ST-246 December 11, 2014 April 23, 2027 MX 348481 Mexico Compounds, compositions and methods for treatment and prevention of 
  spans 6: treatment and prevention of orthopoxvirus infections and associated diseases March 14, 2019 April 23, 2027 JP 4884216 Japan Therapeutic agent for treating orthopoxvirus including 
  spans 7: December 5, 2014 June 18, 2024 JP 6018041 Japan Certain polymorphs of ST-246, method of preparation of the polymorphs and pharmaceutical compositions containing the 
  spans 8: Japan Methods of preparing Tecovirimat August 10, 2017 August 14, 2033 JP 6444460 Japan Methods of preparing Tecovirimat December 7, 2018 August 14, 2033 CN 2011800245893 China Certain polymorphs of ST-246, method 
  spans 9: 2015 March 23, 2031 CN 2013800429237 China Methods of preparing Tecovirimat June 20, 2017 August 14, 2033 CA 2529761 Canada Use of ST-246 to treat orthopoxvirus infection, pharmaceutical compositions containing ST-246 and composition of matter for the ST-246 compound August 13, 2013 June 18, 2024 CA 2685153 Canada Pharmaceutical compositions containing ST-246 and one or more additional ingredients and dosage unit forms containing ST-246 
  spans 10: 2793533 Canada Certain polymorphs of ST-246, method of preparation of the polymorphs and pharmaceutical compositions containing the polymorphs February 26, 2019 March 23.2031 CA 
  spans 11: of orthopoxvirus infections and associated diseases May 16, 2017 April 23, 2027 AU 2004249250 Australia Method of treating orthopoxvirus infection, pharmaceutical composition containing ST-246 and composition of matter for the ST-246 compound 
  spans 12: Protection Conferred Issue Date Expiration Date AU 2007351866 Australia Pharmaceutical compositions containing ST-246 and one or more additional ingredients and dosage unit forms containing 
  spans 13: of preparation ofthe polymorphs and their use in treating orthopoxvirus February 26, 2015 March 23, 2031 AU 2013302764 Australia Methods of preparing Tecovirimat April 5, 2018 August 14, 2033 AU 2012268859 Australia Pharmaceutical compositions containing ST-246 and one or more additional ingredients and dosage unit forms containing ST-246 August 18, 2016 June 18, 2024 AP 3221 ARIPO*/Africa Certain polymorphs of ST-246, method of preparation 
  spans 14: 3, 2015 March 23, 2031 ZA 2012/07141 South Africa Certain polymorphs of 
  spans 15: and pharmaceutical compositions containing the polymorphs June 29, 2016 March 23, 2031 
  spans 16: additional ingredients and dosage unit forms containing ST-246 October 1, 2016 April 23, 2027 IL 236944 Israel Methods of preparing Tecovirimat February 1, 2017 
  spans 17: and methods for treatment and prevention of orthopoxvirus infections and associated diseases December 1, 2018 April 23, 2027 AT 1638938 Austria Compounds, compositions and methods for treatment and prevention of orthopoxvirus infections 
  spans 18: June 18, 2024 BE 1638938 Belgium Compounds, compositions and methods for treatment and prevention of orthopoxvirus infections and associated diseases April 12, 2017 June 18, 2024 BE 2549871 Belgium Polymorphic forms of ST-246 August 22, 2018 March 23, 2031 CH 1638938 Switzerland Compounds, compositions and methods for treatment and prevention of orthopoxvirus infections and associated diseases April 12, 2017 June 18, 2024 CH 2549871 
  spans 19: prevention of orthopoxvirus infections and associated diseases April 12, 2017 June 18, 2024 DE 2549871 Germany Polymorphic forms of ST-246 August 22, 2018 March 23, 2031 DE 2887938 Germany Methods of preparing 
  spans 20: orthopoxvirus infections and associated diseases April 12, 2017 June 18, 2024 DK 2549871 Denmark Polymorphic forms of ST-246 August 22, 2018 March 23, 2031 ES 1638938 Spain Compounds, compositions and methods for treatment and prevention of orthopoxvirus infections and associated diseases April 12, 2017 June 18, 2024 FI 1638938 Finland Compounds, compositions and methods for treatment and prevention of orthopoxvirus infections and associated diseases 
  spans 21: Conferred Issue Date Expiration Date FR 1638938 France Compounds, compositions and methods for treatment and prevention of orthopoxvirus infections and associated diseases April 12, 2017 June 18, 2024 FR 2887938 France Methods of preparing Tecovirimat January 10, 2018 August 14, 2033 FR 2549871 France Polymorphic forms of ST-246 August 22, 2018 March 23, 2031 GB 1638938 United Kingdom Compounds, compositions and methods for treatment 
  spans 22: 10, 2018 August 14, 2033 GB 2549871 United Kingdom Polymorphic forms of 
  spans 23: Ireland Compounds, compositions and methods for treatment and prevention of orthopoxvirus infections and associated diseases April 12, 2017 June 18, 2024 IT 502017000078377 Italy Compounds, compositions and methods for treatment and prevention 
  spans 24: 2017 June 18, 2024 NL 1638938 Netherlands Compounds, compositions and methods for treatment and prevention of orthopoxvirus infections and associated diseases April 12, 2017 
  spans 25: of orthopoxvirus infections and associated diseases April 12, 2017 June 18, 2024 SE 1638938 Sweden Compounds, compositions and methods for treatment and prevention of orthopoxvirus infections and associated diseases April 12, 2017 
  spans 26: regulations governing the collection and reporting of adverse events ("AE(s)"), at risk scenarios ("ARSs"), unexpected therapeutic effects ("UTEs"), and product quality complaints ("PQC(s)") associated with the Product, as these terms are defined 
  spans 27: collectively termed "Safety Reports
conversations.from: human
conversations.value: More of this please:
  " MMT is expressly entitled to perform any regulatory responsibilities for the Product through any of its Affiliates. MMT or an Affiliate of MMT ...
conversations.from: assistant
conversations.value: Here you go: shall exchange Safety Reports with the SIGA contact listed in section 4.
conversations.from: human
conversations.value: More of this please:
  1 Reporting Time-Frames. Throughout this Safety Reporting Exhibit, SIGA shall be referred to as "SIGA" and MMT and its Affiliates collectively as "Promoter. " At all times SIGA and Promoter shall follow the procedures ...
conversations.from: assistant
conversations.value: Here you go: set out below. The procedures described in this Agreement are to be followed for pharmacovigilance activities for the Product, irrespective of any other activities between SIGA and Promoter which are contained within the Agreement.2.
conversations.from: human
conversations.value: More of this please:
  Adverse event (AE): an AE is any untoward medical occurrence in a patient administered the Product. The event need not have a causal relationship with the treatment or usage. This includes, but ...
conversations.from: assistant
conversations.value: Here you go: is not limited to: • Abnormal test findings • Clinically significant symptoms and signs Source: SIGA TECHNOLOGIES INC, 8-K, 6/3/2019 • Changes in physical examination findings • Hypersensitivity • Progression/worsening of underlying...
conversations.from: human
conversations.value: Next.
conversations.from: assistant
conversations.value: disease • Lack of drug efficacy • Drug abuse • Drug dependency • Signs and symptoms resulting from drug withdrawal and drug interactions • Suspected transmission of an infectious agent via a...
conversations.from: human
conversations.value: More.
conversations.from: assistant
conversations.value: medicinal product 2.2.
conversations.from: human
conversations.value: Fill in the missing spans: At risk scenarios (ARSs): circumstances where the report does not include an AE per se, but nevertheless needs to be reported [spans 1] SIGA. These circumstances include: • Medication errors (including incorrect prescription or dispensing of a prescription, whether or not administered to the patient) [spans 2] 2.3. Unexpected therapeutic effect (UTEs): a beneficial therapeutic effect of the Product aside from the use for which it [spans 3] given.2.4. Product quality complaint (PQC(s)): is any written or oral expression of dissatisfaction relative to the physical properties, [spans 4] counterfeit.3. Promoter Responsibilities: 3.1. Promoter shall ensure [spans 5] the requirements set out in this Exhibit.3.2. If Promoter Personnel become aware of a [spans 6] SIGA.3.3. In the event Promoter engages a subcontractor to perform services related to this [spans 7] subcontractor. Source: SIGA TECHNOLOGIES INC, 8-K, 6/3/2019 3.4. [spans 8].
conversations.from: assistant
conversations.value: spans 1: to 
  spans 2: • Exposure during pregnancy • Exposure during breastfeeding • Overdose • Extravasation • Occupational exposure • Off-label use 
  spans 3: had been 
  spans 4: condition, labelling, potency and/or packaging of the Product, including whether the Product is suspected or confirmed to be 
  spans 5: that all employees and, if applicable, subcontractor employees performing activities under this Agreement ("Promoter Personnel") who may become aware of a Safety Report associated with the use of the Product comply with 
  spans 6: Safety Report that may be associated with the Product, Promoter shall inform SIGA in accordance with the reporting procedures included in this Exhibit and as may be updated and provided to Promoter in the future by 
  spans 7: Agreement, Promoter shall request fulfilment by that subcontractor of these safety reporting requirements on substantially the same terms as those outlined in this Exhibit, unless it is established that there is no possibility that the subcontracted services will involve receipt or handling of Safety Reports by the 
  spans 8: In the event that Promoter receives a communication from a Regulatory Authority relating to the Product, Promoter shall inform SIGA as soon as possible, but in any event no later than one (1) Business Day or three (3) calendar days of receipt, whichever is shorter
conversations.from: human
conversations.value: Fill in the missing words: Where possible, SIGA shall be informed prior to, and have the opportunity to review, any ... regulatory authority by Promoter.
conversations.from: assistant
conversations.value: words 1: response to the
conversations.from: human
conversations.value: What would be a contract section that comes before this one:
  4. Reporting Process: 4.1. Reporting Time-Frames: Promoter shall report all Safety Reports to SIGA within two (2) Business Days or four (4) calendar days of awareness, whichever is shorter. All reports shall be sent to:
  Drug Safety Unit - Contact Details: Regulatory Affairs, SIGA Technologies E-mail: drugsafety@siga.com Telephone: 541-753-2000 Fax: 541-753-9999
  Postal Address: SIGA Technologies, Inc.4575 Research Way, Suite 110, Corvallis, OR 97333
  4.2. Case Receipt Confirmation: The receipt of Safety Reports from Promoter shall be acknowledged by SIGA in writing no later than one (1) Business Day following receipt. If acknowledgement of receipt is not received within this timeframe, then Promoter shall contact SIGA to determine if the source documents need to be re-sent. 4.3. Case Documentation and Record Retention: Promoter shall document all Safety Reports received and reported to SIGA. Documentation shall include, where possible the name, address, and telephone number of the reporter, and whether consent has been given by the reporter to be re-contacted by SIGA. Promoter will maintain a record of each Safety Report received, including relevant source documents, and a record of each Safety Report reported to SIGA for a minimum period of ten (10) years after the expiration or termination of this Agreement and, if requested, will provide these and any other information requested by SIGA. Notwithstanding the aforementioned requirement, before Promoter destroys any Safety Reports and associated source documents, or training records, it will notify SIGA of its intention to do so and afford SIGA the opportunity to retain such records if it so wishes.
  Source: SIGA TECHNOLOGIES INC, 8-K, 6/3/2019. End with the sentence 'Where possible, SIGA shall be informed prior to, and have the opportunity to review, any response to the regulatory authority by Promoter.'
conversations.from: assistant
conversations.value: 3. Promoter Responsibilities: 3.1. Promoter shall ensure that all employees and, if applicable, subcontractor employees performing activities under this Agreement ("Promoter Personnel") who may become aware of a Safety Report associated with the use of the Product comply with the requirements set out in this Exhibit. 3.2. If Promoter Personnel become aware of a Safety Report that may be associated with the Product, Promoter shall inform SIGA in accordance with the reporting procedures included in this Exhibit and as may be updated and provided to Promoter in the future by SIGA. 3.3. In the event Promoter engages a subcontractor to perform services related to this Agreement, Promoter shall request fulfilment by that subcontractor of these safety reporting requirements on substantially the same terms as those outlined in this Exhibit, unless it is established that there is no possibility that the subcontracted services will involve receipt or handling of Safety Reports by the subcontractor.
  Source: SIGA TECHNOLOGIES INC, 8-K, 6/3/2019
  3.4. In the event that Promoter receives a communication from a Regulatory Authority relating to the Product, Promoter shall inform SIGA as soon as possible, but in any event no later than one (1) Business Day or three (3) calendar days of receipt, whichever is shorter. Where possible, SIGA shall be informed prior to, and have the opportunity to review, any response to the regulatory authority by Promoter.
conversations.from: human
conversations.value: More from this contract.
conversations.from: assistant
conversations.value: 5. Data Privacy: In forwarding Safety Reports to SIGA, Promoter shall comply with all applicable privacy and data protection laws, rules and regulations on the protection of individuals with regard to the processing of Personal Data and the free movement of such data. "Personal Data" means information that can be used by itself or in combination with other available information to identify a specific individual. The Promoter shall collect, use and disclose any Personal Data obtained in the course of performing the safety related activities under this Agreement solely for the purposes of complying with the regulatory obligations as described in this Agreement, or as otherwise required by law or by a court order. Promoter shall use electronic, physical, and other safeguards appropriate to the nature of the information to prevent any use or disclosure of Personal Data other than as provided for by this Agreement. Promoter will also take reasonable precautions to protect the Personal Data from alteration or destruction.
  Promoter shall notify SIGA promptly of any accidental, unauthorized, or unlawful destruction, loss, alteration, or disclosure of, or access to, the Personal Data ("Security Breach"), and take immediate steps to rectify any Security Breach.
  6. Audit: SIGA, or its authorized representatives, shall have the right, at its cost, with reasonable advance notice, during regular business hours, to audit the facility used by the Promoter in order to review the Promoter activities under this Exhibit including, but not limited to, any documents relevant to these activities, for compliance with the safety reporting requirements set out in this Exhibit. Where evidence of non- compliance is identified SIGA and Promoter will jointly discuss to determine appropriate corrective and preventive actions and Promoter will provide SIGA with regular reports on the completion status of the identified corrective and preventive actions.
  Source: SIGA TECHNOLOGIES INC, 8-K, 6/3/2019
  SCHEDULE 8.2(b)
  ENCUMBRANCES The assets of SIGA are subject to a lien under the Loan and Security Agreement dated September 2, 2016.
  Source: SIGA TECHNOLOGIES INC, 8-K, 6/3/2019
conversations.from: human
conversations.value: The name of the contract?
conversations.from: assistant
conversations.value: PROMOTION AGREEMENT
conversations.from: human
conversations.value: The two or more parties who signed the contract?
conversations.from: assistant
conversations.value: * MMT
  * SIGA TECHNOLOGIES, INC.
  * MERIDIAN MEDICAL TECHNOLOGIES, INC.
  * SIGA and MMT are sometimes referred to individually as a "Party" and collectively as the "Parties". RECITALS
  * SIGA
conversations.from: human
conversations.value: The date of the contract?
conversations.from: assistant
conversations.value: May 31, 2019
conversations.from: human
conversations.value: The date when the contract is effective ?
conversations.from: assistant
conversations.value: May 31, 2019
conversations.from: human
conversations.value: On what date will the contract's initial term expire?
conversations.from: assistant
conversations.value: 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").
conversations.from: human
conversations.value: What is the renewal term after the initial term expires? This includes automatic extensions and unilateral extensions with prior notice?
conversations.from: assistant
conversations.value: 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.
conversations.from: human
conversations.value: What is the notice period required to terminate renewal?
conversations.from: assistant
conversations.value: 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.
conversations.from: human
conversations.value: Which state/country's law governs the interpretation of the contract?
conversations.from: assistant
conversations.value: 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.
conversations.from: human
conversations.value: Is there a restriction on the ability of a party to compete with the counterparty or operate in a certain geography or business or technology sector? ?
conversations.from: assistant
conversations.value: Yes. 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).
conversations.from: human
conversations.value: Is there an exclusive dealing  commitment with the counterparty? This includes a commitment to procure all “requirements” from one party of certain technology, goods, or services or a prohibition on licensing or selling technology, goods or services to third parties, or a prohibition on  collaborating or working with other parties), whether during the contract or  after the contract ends (or both)?
conversations.from: assistant
conversations.value: Yes. 
  * As of the Effective Date, there are no rights with respect to the Product or the SIGA Trademarks in the Territory granted by SIGA, in each case, to any Person or entity other than MMT;
  * The license granted by SIGA to MMT under this Section 2.1(a) will be exclusive even as to SIGA with respect to rights to Promote the Product in the Field in the Territory, except as set forth in Section 2.4 below.
  * Subject to the terms and conditions of this Agreement, SIGA hereby grants to MMT an exclusive right and license, with the right to grant sublicenses as permitted under Section 2.1(b), under the SIGA Intellectual Property solely to Promote the Product in the Field in the Territory.
conversations.from: human
conversations.value: Is a party restricted from contracting or soliciting customers or partners of the counterparty, whether during the contract or after the contract ends (or both)?
conversations.from: assistant
conversations.value: No.
conversations.from: human
conversations.value: This category includes the exceptions or carveouts to Non-Compete, Exclusivity and No-Solicit of Customers above?
conversations.from: assistant
conversations.value: 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).
conversations.from: human
conversations.value: Is there a restriction on a party’s soliciting or hiring employees and/or contractors from the  counterparty, whether during the contract or after the contract ends (or both)?
conversations.from: assistant
conversations.value: It does not appear so.
conversations.from: human
conversations.value: Can a party terminate this  contract without cause (solely by giving a notice and allowing a waiting  period to expire)?
conversations.from: assistant
conversations.value: Yes. Notwithstanding any other provision of this Agreement, MMT may at any time terminate this Agreement on country-by-country basis, or in its entirety, upon [***] months' prior written notice to SIGA.
conversations.from: human
conversations.value: Is there a clause granting one party a right of first refusal, right of first offer or right of first negotiation to purchase, license, market, or distribute equity interest, technology, assets, products or services?
conversations.from: assistant
conversations.value: Yes. Notwithstanding the aforementioned requirement, before Promoter destroys any Safety Reports and associated source documents, or training records, it will notify SIGA of its intention to do so and afford SIGA the opportunity to retain such records if it so wishes.
conversations.from: human
conversations.value: Is consent or notice required of a party if the contract is assigned to a third party?
conversations.from: assistant
conversations.value: Yes. 
  * Neither Party may assign or transfer this Agreement or any rights or obligations hereunder without the prior written consent of the other Party, except that a Party may make such an assignment without the other Party's consent to its Affiliates or to a Third Party successor of, or transferee to, assets of such Party to which this Agreement relates, whether in a merger, sale of stock, sale of assets or other transaction.
  * Any assignment or attempted assignment by either Party in violation of the terms of this Section 13.5 is null, void and of no legal effect.
  * Except for the subcontractors appointed by MMT as of the Effective Date as listed on Exhibit A attached hereto, MMT may not grant sublicenses of the rights and licenses granted to it in Section 2.1(a) to any Affiliate (including Pfizer or any Affiliate of Pfizer) or Third Party without the prior written approval of SIGA (such approval not to be unreasonably withheld).
conversations.from: human
conversations.value: Is one party required to share revenue or profit with the counterparty for any technology, goods, or services?
conversations.from: assistant
conversations.value: Yes. 
  * In consideration for the services provided by MMT hereunder, commencing with the First Commercial Sale of the Product in the Territory, MMT shall be entitled to retain a fee (the "Promotion Fee") of: (i) [***] of the Yearly Collected Revenue of the Product in the Territory in each Calendar Year during the Term if the aggregate Net Product Sales Amounts for such Calendar Year are equal to or below [***]; and (ii) [***] of the Yearly Collected Revenue of the Product in the Territory in each Calendar Year during the Term if the aggregate Net Product Sales Amounts for such Calendar Year exceed [***].
  * In satisfaction of MMT's rights to the Promotion Fee, MMT shall retain from each payment to SIGA of the Quarterly Collected Revenue an amount equal to (i) [***] of the Quarterly Collected Revenue in the Territory during such Calendar Quarter so long as the total Net Product Sales Amounts in the Territory during the relevant Calendar Year are equal to or below [***] and (ii) [***] of the Quarterly Collected Revenue in the Territory during such Calendar Quarter where the total Net Product Sales Amounts in the Territory during the relevant Calendar Year exceeds [***] and (iii) any Credit Amounts.
  * If the Net Product Sales Amounts in the Territory exceeds [***] during any Calendar Year after any Quarterly Payment has been made, MMT shall automatically accrue a credit of [***] (the "Credit Amount") (representing the additional [***] fee that MMT would be entitled to receive with respect to the first [***] of the Quarterly Collected Revenue as a result of total Net Product Sales Amounts in the relevant Calendar Year having [***]), which Credit Amount will be deducted from future payments of Quarterly Collected Revenue to SIGA until the full Credit Amount is retained by MMT.
conversations.from: human
conversations.value: Does the contract contain a license granted by one party to its counterparty?
conversations.from: assistant
conversations.value: Yes. Subject to the terms and conditions of this Agreement, SIGA hereby grants to MMT an exclusive right and license, with the right to grant sublicenses as permitted under Section 2.1(b), under the SIGA Intellectual Property solely to Promote the Product in the Field in the Territory.
conversations.from: human
conversations.value: Does the contract limit the ability of a party to transfer the license being granted to a third party?
conversations.from: assistant
conversations.value: Yes. 
  * No Third Party has the right to sublicense any SIGA Patent or SIGA Trademark without the express written consent of SIGA, which consent will be withheld if in any way it conflicts with this Agreement.
  * Except for the subcontractors appointed by MMT as of the Effective Date as listed on Exhibit A attached hereto, MMT may not grant sublicenses of the rights and licenses granted to it in Section 2.1(a) to any Affiliate (including Pfizer or any Affiliate of Pfizer) or Third Party without the prior written approval of SIGA (such approval not to be unreasonably withheld).
conversations.from: human
conversations.value: Does the contract contain a license grant by affiliates of the licensor or that includes intellectual property of affiliates of the licensor? ?
conversations.from: assistant
conversations.value: No.
conversations.from: human
conversations.value: Does the contract contain a license grant to a licensee (incl. sublicensor) and the affiliates of such licensee/sublicensor?
conversations.from: assistant
conversations.value: Yes. 
  * Each such subcontractor listed on Exhibit A attached hereto and any Affiliate or Third Party approved by SIGA as an MMT sublicensee pursuant to this Section 2.1(b) shall be deemed to be a "Permitted Sublicensee" for purposes of this Agreement.
  * Except for the subcontractors appointed by MMT as of the Effective Date as listed on Exhibit A attached hereto, MMT may not grant sublicenses of the rights and licenses granted to it in Section 2.1(a) to any Affiliate (including Pfizer or any Affiliate of Pfizer) or Third Party without the prior written approval of SIGA (such approval not to be unreasonably withheld).
conversations.from: human
conversations.value: Is a party subject to obligations after the termination or expiration of a contract, including any post-termination transition, payment, transfer of IP, wind-down, last-buy, or similar commitments?
conversations.from: assistant
conversations.value: Yes. 
  * Promoter will maintain a record of each Safety Report received, including relevant source documents, and a record of each Safety Report reported to SIGA for a minimum period of ten (10) years after the expiration or termination of this Agreement and, if requested, will provide these and any other information requested by SIGA.
  * Upon termination of this Agreement pursuant to this ARTICLE 11, for all Customer Contracts then in force in the Territory, MMT shall either (i) promptly exercise its rights to terminate such Customer Contracts pursuant to termination rights accruing from the occurrence of a termination of this Agreement or otherwise or (ii) upon timely written request of SIGA, use Commercially Reasonable Efforts to assign any Customer Contract identified in such notice then in force to SIGA.
conversations.from: human
conversations.value: Does a party have the right to  audit the books, records, or physical locations of the counterparty to ensure compliance with the contract?
conversations.from: assistant
conversations.value: Yes. 
  * Reports of the results of any such examination (each an "Audit Report") will be (a) limited to details of any discrepancies in MMT's records relating to the Product together with an explanation of the discrepancy and the circumstances giving rise to the discrepancy (b) made available to both Parties and (c) subject to ARTICLE 10.
  * SIGA may have an independent top four certified public accountant, reasonably acceptable to MMT ("SIGA's Auditor"), have access during normal business hours, and upon [***] Business Days' prior written notice, to examine only those records of MMT (and its Affiliates and sublicensees) as may be reasonably necessary to determine, with respect to any Calendar Year ending not more than [***] before SIGA's request, the correctness or completeness of any report or payment made under this Agreement; provided, however, MMT shall not be required to provide, and neither SIGA nor SIGA's Auditor shall be entitled to review, the tax returns or tax records of MMT or those of its Affiliates and sublicensees.
  * . An Audit Report shall become final and binding on the Parties thirty (30) days following MMT's receipt thereof, unless MMT delivers written notice of its agreement thereto (in which case such Audit Report shall become final and binding on the date of delivery of such notice of agreement) or written notice of its disagreement thereto ("Notice of Disagreement") to SIGA in either case on or prior to such date.
  * MMT will require its sublicensees to provide to it a report detailing the foregoing expenses and calculations incurred or made by such sublicensee, which report will be made available to SIGA in connection with any audit conducted by SIGA pursuant to Section 6.5.
  * SIGA, or its authorized representatives, shall have the right, at its cost, with reasonable advance notice, during regular business hours, to audit the facility used by the Promoter in order to review the Promoter activities under this Exhibit including, but not limited to, any documents relevant to these activities, for compliance with the safety reporting requirements set out in this Exhibit.
  * The foregoing right of review may be exercised only once per year and only once with respect to each periodic report and payment delivered in accordance with Section 6.2.
conversations.from: human
conversations.value: Is a party’s liability uncapped upon the breach of its obligation in the contract? This also includes uncap liability for a particular type of breach such as IP infringement or breach of confidentiality obligation?
conversations.from: assistant
conversations.value: Yes. EXCEPT (I) IN THE EVENT OF THE FRAUD OF A PARTY OR OF A PARTY'S BREACH OF ITS OBLIGATIONS UNDER ARTICLE 7 (INTELLECTUAL PROPERTY) OR ARTICLE 10 (CONFIDENTIALITY), OR (II) TO THE EXTENT ANY SUCH DAMAGES ARE REQUIRED TO BE PAID TO A THIRD PARTY AS PART OF A CLAIM FOR WHICH A PARTY PROVIDES INDEMNIFICATION UNDER THIS ARTICLE 9, NEITHER PARTY NOR ANY OF ITS AFFILIATES OR SUBLICENSEES SHALL BE LIABLE TO THE OTHER IN CONTRACT, TORT, NEGLIGENCE, BREACH OF STATUTORY DUTY OR OTHERWISE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, REMOTE, EXEMPLARY OR SPECULATIVE DAMAGES OR OTHER DAMAGES THAT ARE NOT PROBABLE AND REASONABLY FORESEEABLE AND IRRESPECTIVE OF WHETHER THAT PARTY OR ANY REPRESENTATIVE OF THAT PARTY HAS BEEN ADVISED OF, OR OTHERWISE MIGHT HAVE ANTICIPATED THE POSSIBILITY OF, ANY SUCH LOSS OR DAMAGE; PROVIDED, FOR CLARITY, [***].
conversations.from: human
conversations.value: Does the contract include a cap on liability upon the breach of a party’s obligation? This includes time limitation for the counterparty to bring claims or maximum amount for recovery?
conversations.from: assistant
conversations.value: Yes. EXCEPT (I) IN THE EVENT OF THE FRAUD OF A PARTY OR OF A PARTY'S BREACH OF ITS OBLIGATIONS UNDER ARTICLE 7 (INTELLECTUAL PROPERTY) OR ARTICLE 10 (CONFIDENTIALITY), OR (II) TO THE EXTENT ANY SUCH DAMAGES ARE REQUIRED TO BE PAID TO A THIRD PARTY AS PART OF A CLAIM FOR WHICH A PARTY PROVIDES INDEMNIFICATION UNDER THIS ARTICLE 9, NEITHER PARTY NOR ANY OF ITS AFFILIATES OR SUBLICENSEES SHALL BE LIABLE TO THE OTHER IN CONTRACT, TORT, NEGLIGENCE, BREACH OF STATUTORY DUTY OR OTHERWISE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, REMOTE, EXEMPLARY OR SPECULATIVE DAMAGES OR OTHER DAMAGES THAT ARE NOT PROBABLE AND REASONABLY FORESEEABLE AND IRRESPECTIVE OF WHETHER THAT PARTY OR ANY REPRESENTATIVE OF THAT PARTY HAS BEEN ADVISED OF, OR OTHERWISE MIGHT HAVE ANTICIPATED THE POSSIBILITY OF, ANY SUCH LOSS OR DAMAGE; PROVIDED, FOR CLARITY, [***].
conversations.from: human
conversations.value: Is there a requirement for insurance that must be maintained by one party for the benefit of the counterparty?
conversations.from: assistant
conversations.value: Yes. 
  * MMT and SIGA shall maintain such insurance throughout the Term, and shall from time to time provide copies of certificates of such insurance the other Party upon request.
  * MMT and SIGA shall each, at their sole cost and expense, procure and maintain (a) commercial general liability insurance in amounts not less than $[***] per incident and $[***] annual aggregate, and (c) product liability insurance in amounts not less than $[***] annual aggregate, and each naming the other Party as additional insured.