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{"data"=>[{"type"=>"clause", "payloads"=>["THIS TRANSFER AGREEMENT (“Agreement”) is entered into as of October 8, 2014 (the “Effective\r\nDate”) between CAPRICOR THERAPEUTICS, INC., a Delaware corporation with offices located at 8840\r\nWilshire Blvd., 2nd Floor, Beverly Hills, California 90211 (“Capricor”) and MEDTRONIC, INC., a Minnesota\r\ncorporation with offices at 710 Medtronic Parkway, Minneapolis, Minnesota 55432, U.S.A. (“Medtronic”) (each\r\na “Party,” collectively the “Parties”)."], "method"=>"dla"}, {"type"=>"clause", "payloads"=>["WHEREAS, Medtronic is the sole or co-exclusive owner (together with Capricor) of certain Patents and\r\nApplications for United States, foreign and international Letters Patents identified in the attached Schedule A\r\ndescribing inter alia medical delivery systems and for various natriuretic peptides for treating various medical\r\nconditions in patients (collectively, the “Natriuretic Peptide Patents”);", "WHEREAS, Capricor is in the business of developing therapies using Natriuretic peptides useful in\r\ntreating certain medical conditions in human patients;", "WHEREAS, Capricor desires to acquire all rights, title and interest including but not limited to, legal\r\ntitle to the Natriuretic Peptide Patents held by Medtronic; and", "WHEREAS, Medtronic has the power and authority to grant to Capricor such rights, title and interest to\r\nthe extent they possess the same.", "NOW, THEREFORE, in consideration of the mutual promises and covenants herein contained, the\r\nParties hereto agree as follows:"], "method"=>"dla"}, {"type"=>"clause", "payloads"=>["For purposes of this Agreement, the following definitions shall apply:", "“Affiliate” means, with respect to a Party or legal entity, any person that controls, is controlled by, or is\r\nunder common control with such Party or legal entity. For purposes of this definition, “control” shall\r\nrefer to (a) in the case of a person that is a corporate entity, direct or indirect ownership of fifty\r\npercent (50%) or more of the stock or shares having the right to vote for the election of a majority of\r\nthe directors of such person or (b) in all cases, whether or not the person is a corporate entity, the\r\npossession, directly or indirectly, of the power to direct, or cause the direction of, the management or\r\npolicies of such person, whether through the ownership of voting securities, by contract or otherwise.", "“Change of Control” means the occurrence of any of the following: (i) any consolidation or merger of a\r\nParty with or into any Third Party, or any other corporate reorganization involving a Third Party, in\r\nwhich those persons or entities that are stockholders of such Party immediately prior to such\r\nconsolidation, merger or reorganization own less than fifty percent (50%) of the surviving entity’s\r\nvoting power immediately after such consolidation, merger or reorganization; (ii) a change in the legal\r\nor beneficial ownership of fifty percent (50%) or more of the voting securities of any Party (whether in\r\na single transaction or series of related transactions) where, immediately after giving effect to such\r\nchange, the legal or beneficial owner of more than fifty percent (50%) of the voting securities of such\r\nParty is a Third Party; or (iii) the sale, transfer, or other disposition to a Third Party of all or\r\nsubstantially all of a Party’s assets in one or a series of related transactions.", "“Intellectual Property” means all forms of intellectual property in any jurisdiction and under any law,\r\nwhether now or hereafter existing, including: (a) inventions, discoveries, patent applications, patents\r\n(including letters patent, industrial designs, and inventor’s certificates), design registrations, invention\r\ndisclosures, and applications to register industrial designs, and any and all rights to any of the\r\nforegoing anywhere in the world, including any provisionals, substitutions, extensions, supplementary\r\npatent certificates, reissues, re-exams, renewals, divisions, continuations, continuations in part,\r\ncontinued prosecution applications, and other similar filings or notices provided for under the laws of\r\nthe United States, or of any other country or foreign jurisdiction; and (b) a license or the right to\r\npractice a claim in pending application for Letters Patent or issued Letters Patent in the United States\r\nor a foreign jurisdiction.", "“License” means any grant of a license by a licensor of any of the Natriuretic Peptide Patents,\r\nincluding, but not limited to, field licenses, exclusive licenses, non-exclusive licenses, cross-licenses,\r\ncovenants not to sue, and any other license granted to practice or commercialize Product(s) under the\r\nNatriuretic Peptide Patents.", "“Licensing Event” means a License, assignment or sale to a Non-Party of any of the Natriuretic Peptide\r\nPatents. For purposes of clarity, a Change of Control of Capricor shall not constitute a sale or\r\nassignment of the Natriuretic Peptide Patents, nor a Licensing Event.", "“Licensing Revenue” means the value received by Capricor, whether in cash or in kind, on account of a\r\nLicensing Event, including upfront, lump sum and similar payments received by Capricor, excluding\r\npayments received (i) solely for the purchase of equity securities, (ii) as consideration for the sale of\r\nsubstantially all of Capricor’s assets, (iii) as royalty payments made in connection with the sale of\r\nProducts, (iv) as loans or in connection with the issuance of debt instruments, (v) from third parties for\r\ncosts related to general and administrative expenses, product and manufacturing development, codevelopment activities, clinical trials, or research and development activities, or (vi) to be used for the\r\ncosts of procuring intellectual property rights from third parties which may be necessary for the\r\ndevelopment of Products. Notwithstanding the foregoing, in the event that the Licensing Event involves\r\neither cross-licensing or a covenant not to sue, unless Capricor receives some monetary consideration\r\nin connection therewith, there will be no payment due to Medtronic; however, in no circumstance shall\r\nany of the events (i) through (vi) listed above, relieve Capricor, an Affiliate, or a Non-Party Licensee of\r\nthe obligation to pay royalties on Net Sales of Product.", "“Natriuretic Peptide Patent(s)” means (i) any patent application listed in Schedule A and any issued\r\npatent arising therefrom; (ii) any U.S. continuation, divisional and continuation-in-part patent\r\napplication claiming priority to any patent application listed in Schedule A, and any issued patent\r\narising therefrom; (iii) any patent application in any non-U.S. jurisdiction claiming priority to any patent\r\napplication listed in Schedule A, and issued patent arising therefrom; (iv) any patent application in any\r\ncountry claiming the benefit of any of the foregoing.", "H.", "“Net Sales” means the gross amount of all revenues from any country (whether in the form of cash or\r\nproperty) received from the sale of Products in an arms’ length transaction to a Non-Party by Capricor,\r\nor a Non-Party Licensee as the case may be, excluding sales, use, value added, occupation or excise\r\ntaxes, and other taxes based or imposed based on the transfer of a Product(s) from one party to\r\nanother or the provision of a service, excluding freight, duty or insurance, and rebates, refunds,\r\nexchanges, discounts and allowances for credits for the foregoing and net of amounts written off. Net\r\nSales does not include the value received for a sale, License, or assignment of any Intellectual\r\nProperty rights by Capricor, or a Non-Party Licensee, which is handled separately as Licensing\r\nRevenue. Notwithstanding the foregoing, sales of Products to hospitals or other institutions to be used\r\nin the conduct of clinical trials shall not be included in the calculation of Net Sales. If the Product is\r\nsold as part of a larger bundle or kit that incorporates or includes other products in addition to the\r\nProduct, Net Sales will be computed using an average net selling price of the Product sold separately,\r\nor if such net selling price is unavailable, it will be computed using that part of such sale as the Parties\r\nreasonably agree is allocated to the value of the Product as compared to the value of the larger bundle\r\nor kit sold with the Product.", "In the United States, Germany, France, Italy, United Kingdom, China, Japan, Australia or Canada, if\r\nCapricor contracts with a Non-Party who is not a Non-Party Licensee to sell or distribute the Products\r\n(e.g., a sale force, or a distributor), then Net Sales shall be calculated as if that Non-Party was a NonParty Licensee.", "“Non-Party” means any party other than Medtronic or Capricor or their respective Affiliates.", "“Non-Party Licensee” refers to a Non-Party that receives a License, or receives an assignment of any\r\nNatriuretic Peptide Patent for use in conjunction with a Product.", "“Product(s)” means any product(s) or systems that are sold, transferred, or otherwise conveyed by\r\nCapricor or a Non-Party Licensee to a Non-Party for value, whether for cash or other consideration, the\r\nmanufacture, sale or use of which would infringe, or contribute to, or induce the infringement of, a\r\nValid Claim.", "“Royalty Payment” means a payment that is calculated based upon Net Sales. Any sale of a Product by\r\nCapricor or a Non-Party Licensee, shall be subject to payment obligations to Medtronic specified in this\r\nAgreement.", "“Valid Claim” means an issued claim of any unexpired patent included among the Natriuretic Peptide\r\nPatents; and (i) which has not been held unenforceable, unpatentable or invalid by a decision of a court\r\nor governmental body of competent jurisdiction which is unappealable or unappealed within the time\r\nallowed for appeal, (ii) which has not been rendered unenforceable through disclaimer or otherwise,\r\nand (iii) which has not been lost through an interference proceeding or abandoned.", "Unless context clearly indicates otherwise, the singular of a term includes the plural, and the plural of\r\na term includes the singular.", "ARTICLE 2\r\nASSIGNMENT"], "method"=>"dla"}, {"type"=>"clause", "payloads"=>["ASSIGNMENT", "Medtronic hereby assigns to Capricor, upon and subject to all the terms and conditions of thi\r\nAgreement, all of its right, title and interest in and to all Natriuretic Peptide Patents.", "B.", "The geographic territory of this Agreement shall be any country or jurisdiction where any application\r\nfor Letters Patent listed in Schedule A is pending or issued or wherein any application for Letters\r\nPatent claiming priority to an application for Letters Patent listed in Schedule A is pending or issued.", "With the foregoing assignment, Capricor receives all rights to the Natriuretic Peptide Patents, including\r\nthe right to grant Licenses and to make assignments without any approval from Medtronic, but the\r\nobligations in Article 4 remain nontransferable without Medtronic’s written approval.", "D.", "Medtronic hereby assigns to Capricor all right and title Medtronic may have to actions for damages\r\ndue to infringement of the Natriuretic Peptide Patents prior to the Effective Date, including the right to\r\nbring actions to enforce the Natriuretic Peptide Patents against any infringer of the Natriuretic Peptide\r\nPatents, and to retain any recovery from such actions, subject only to the compensation requirements\r\nof Article 4."], "method"=>"dla"}, {"type"=>"clause", "payloads"=>["ARTICLE 3", "TERM/TERMINATION"], "method"=>"dla"}, {"type"=>"clause", "payloads"=>["This Agreement shall be effective as of the date of execution by the Parties and shall expire\r\nsimultaneously at the expiration of the last to expire of the Valid Claims (“Term”).", "Capricor shall have the right to terminate this Agreement immediately in the event of a breach of any\r\ncovenant of Medtronic contained herein or upon thirty (30) days written notice to Medtronic in the\r\nevent of a default by Medtronic of any of its obligations hereunder which has not been cured within\r\nsuch 30-day period.", "In addition to the termination provision contained in Section 4.G below, Medtronic shall have the right\r\nto terminate this Agreement upon thirty (30) days written notice to Capricor in the event of a default by\r\nCapricor of any of its obligations hereunder which has not been cured within such 30-day period.", "In the event of a termination of this Agreement pursuant to the provisions contained herein, the\r\nfollowing shall apply:", "the Natriuretic Peptide Patents which were not owned or co-owned by Capricor prior to the\r\nEffective Date of this Agreement shall be assigned back to Medtronic promptly after the\r\neffective date of the termination.", "Capricor’s rights in and to the Natriuretic Peptide Patents that were co-owned by Capricor\r\npursuant to that certain Clinical Funding Agreement dated February 25, 2011 previously\r\nexecuted by Medtronic and Capricor (formerly known as Nile Therapeutics, Inc.) (the “Clinical\r\nFunding Agreement”) shall remain with Capricor, subject to the surviving terms and\r\nprovisions thereof.", "Capricor shall assign back to Medtronic those rights that were co-owned by Medtronic pursuant\r\nto the Clinical Funding Agreement, subject to the surviving terms and provisions thereof."], "method"=>"dla"}, {"type"=>"clause", "payloads"=>["In consideration for the assignments granted under this Agreement, Capricor agrees to pay to\r\nMedtronic the payments recited in paragraphs B through F in this Article, and in the manner recited in\r\nparagraphs G through K. Each of paragraphs B through K below recite an independent payment\r\nobligation of Capricor to Medtronic and each of paragraphs B through K shall be read independently.", "Capricor or an Affiliate shall pay Medtronic […***…] of any Licensing Revenue received by Capricor on\r\naccount of a Licensing Event during the term of this Agreement.", "Capricor or an Affiliate shall pay Medtronic […***…] of any monetary awards or settlements received\r\nby Capricor as a result of enforcement of the Natriuretic Peptide Patents against a Non-Party entity,\r\nless the costs and attorney’s fees incurred to enforce the Natriuretic Peptide Patents. The costs and\r\nattorney’s fees to enforce the Natriuretic Peptide patents shall be subtracted from any awards or\r\nsettlements prior to the […***…] calculation."], "method"=>"dla"}, {"type"=>"clause", "payloads"=>["Capricor or an Affiliate shall pay Medtronic […***…] of Net Sales of Products.", "Capricor or an Affiliate shall pay Medtronic one hundred thousand dollars ($100,000.00) within seven\r\n(7) days after the mutual execution of this Agreement.", "Capricor or an Affiliate shall make the following one-time payments to Medtronic within thirty (30) days\r\nof the first achievement of each of the following development milestones by Capricor, or a Non-Party\r\nLicensee:", "[…***…] upon enrollment of the first subject in a Phase III clinical trial of a Product;", "$[…***…] upon the first to occur of either (i) successful completion of a Phase III clinical trial of\r\na Product (i.e. upon meeting a primary clinical endpoint) or (ii) achieving regulatory approval in\r\nthe United States or a European Union country;", "$[…***…] upon the first commercial sale of a Product in the United States; and", "$[…***…] upon the first commercial sale of a Product in the United States; and\r\n$[…***…] upon the first commercial sale of a Product in the European Union.", "$[…***…] upon the first commercial sale of a Product in the European Union.", "For the avoidance of doubt, such milestones shall be paid once only and the total amount payable if all\r\nmilestones are achieved is $7 million.", "In order to show progress in the development pathway, either Capricor, an Affiliate or a Non-Party\r\nLicensee will be required to commence a clinical trial of a CD-NP product within 18 months from the\r\nEffective Date of this Agreement and if it fails to do so, Medtronic shall have the right to terminate this\r\nAgreement and have the rights to the Natriuretic Peptide Patents reassigned to it by Capricor;\r\nprovided, however, that in the event of any termination of this Agreement, any rights and obligations\r\nwhich survived the expiration of then Clinical Funding Agreement will continue in full force and effect,\r\nincluding the ownership of all intellectual property rights as set forth therein.", "Royalty Payments owed Medtronic on sales by Capricor shall accrue on a semiannual calendar basis\r\n(“Royalty Period”) and be payable no later than 90 (ninety) days after the termination of the preceding\r\nfull semiannual period, i.e., commencing on the first (1st) day of January and July, except that the first\r\nand last calendar periods may be “short,” depending on the dates of the first and last commercial sale.\r\nRoyalty Payments on account of sales or payments made by a licensee or assignee of Capricor shall\r\naccrue and be payable to Medtronic by Capricor on a semiannual calendar basis within ninety (90) days\r\nfollowing the end of the applicable Royalty Period in which payment is received by Capricor from a\r\nlicensee or assignee.", "For each Royalty Period in which income derived from the Natriuretic Peptide Patents is received,\r\nCapricor shall provide Medtronic with a written royalty statement in a form acceptable to Medtronic.\r\nSuch royalty statement shall be certified as accurate by a duly authorized officer of Capricor reciting,\r\non a country-by-country basis, the reported Net Sales for each Product sold during the Royalty Period\r\nfor which income derived from the Natriuetic Peptide Patents is received. When the Product(s) are sold\r\nfor monies other than United States dollars, Royalty Payments will first be determined in the foreign\r\ncurrency of the country in which the Sale was made and then converted into equivalent United States\r\ndollars. The exchange rate will be that rate quoted in the Wall Street Journal on the last business day\r\nof the reporting period.", "*Confidential Treatment Requested", "All payments due Medtronic shall be made in United States currency by check drawn on a U.S. bank.", "Medtronic promotes public transparency in the relationships between industry and health care\r\norganizations/health care professionals. To this end, Medtronic shall comply with all applicable federal\r\nand state laws including 42 U.S.C. Section 1320a-7h and all regulations and government guidance\r\nissued pursuant thereto (the “Transparency Requirements”). In addition, on its public website,\r\nMedtronic discloses selected information attributable to U.S. physicians for certain services and\r\nroyalties. The current website address is available upon request. Capricor agrees that if Natriuretic\r\nPeptide Patents are transferred to a physician or teaching hospital (as those terms are defined by the\r\nTransparency Requirements), Medtronic may be required to disclose certain information relating to\r\nthis Agreement, including payee’s name, name of health care professionals conducting the activities for\r\nwhich compensation was paid hereunder, transfer of value amounts, the nature of transfers of value\r\nmade by Medtronic, and other information that may be required by the Transparency Requirements\r\nand Medtronic’s policies."], "method"=>"dla"}, {"type"=>"clause", "payloads"=>["Capricor shall assume all costs and responsibility for the prosecution of all U.S. and foreign patent\r\napplications for pending Natriuretic Peptide Patents incurred after the Effective Date of this\r\nAgreement.", "If requested during the term of this Agreement, Medtronic shall provide up to 20 hours combined per\r\nyear of legal, technical and litigation support at a rate of $[…***…] per hour to Capricor to support\r\nCapricor’s prosecution and maintenance of the Natriuretic Peptide Patents and/or to support\r\nenforcement of the Natriuretic Peptide Patents. Medtronic does not warrant or assure the availability\r\nof any inventors or counsel that have contributed to the Natriuretic Peptide Patents or take any liability\r\nrelated to providing the requested assistance. However, Medtronic will take reasonable steps to\r\nsecure the assistance of any inventors or counsel that have contributed to the Natriuretic Peptide\r\nPatents including the assistance of inventors or counsel no longer employed by Medtronic.", "Capricor will consider using the services of Dr. Worthley as a consultant or as a clinical investigator\r\nduring the development and clinical testing of any Natriuretic Peptide."], "method"=>"dla"}, {"type"=>"clause", "payloads"=>["Capricor shall have sole discretion in prosecuting and maintaining the Natriuretic Peptide Patents.", "Should Capricor decide to abandon any issued patent within the Natriuretic Peptide Patents by failing\r\nto pay issue or maintenance fees, it shall provide written notice to Medtronic no less than ninety (90)\r\ndays prior to any such abandonment and Capricor shall assign such patent to Medtronic upon\r\nMedtronic’s request and at no cost to Medtronic; provided, however, that nothing contained herein\r\nshall be construed to require Capricor to assign to Medtronic any of the rights it had in any of the\r\nNatriuretic Peptide Patents existing prior to the Effective Date of this Agreement.", "Should Capricor decide to cease prosecution of a patent family within the Natriuretic Peptide Patents\r\nin a jurisdiction (regardless of whether patents within that family have issued in that jurisdiction) it\r\nshall provide written notice to Medtronic no less than 90 days prior to any abandonment that would\r\noccur as a result, and Capricor shall assign the remaining pending application(s) in such jurisdiction to\r\nMedtronic upon Medtronic’s request and at no cost to Medtronic. Capricor shall receive a fully-paid up\r\nirrevocable non-exclusive license to any applications pending in the Natriuretic Peptide Patents that are\r\nassigned back to Medtronic in pursuant to this Article 6.C to make, use or sell any Product developed\r\nby Capricor, with the right to sublicense to a Non-Party Licensee, but only in connection with, and\r\nlimited to, such Non-Party Licensee’s rights to commercialize a natriuretic peptide-based Product and\r\nfurther provided that Capricor and Non-Party Licensee remains obligated to pay the royalty and/or\r\nmilestone payments provided in Article 4 with regard to such Product", "Preservation of Medtronic’s Rights in Bankruptcy. If Capricor should file a petition under bankruptcy\r\nlaws, or if any involuntary petition shall be filed against Capricor, Medtronic shall be protected in the\r\ncontinued enjoyment of its rights under this agreement to the maximum feasible extent including, if it\r\nso elects, the protection conferred for intellectual property rights under Section 365 of Title 11 of the\r\nU.S. Code, or any similar provision of any applicable law.", "Capricor represents and warrants to Medtronic that it will prosecute the Natriuretic Peptide Patents in\r\ngood faith and will not abandon any rights therein for a primary purpose of avoiding royalty or\r\nmilestone payments under this Agreement."], "method"=>"dla"}, {"type"=>"clause", "payloads"=>["During the term of this Agreement and for a period of twelve (12) months thereafter, Medtronic shall\r\nhave the right, upon reasonable notice, to inspect Capricor’s financial books and records and all other\r\ndocuments and material in Capricor’s possession with respect to the determination and payment of royalties\r\nand other financial obligations required under this Agreement. In no event shall Medtronic have the right to\r\nexamine information with respect to Capricor’s costs, pricing formulas, or percentages of markup. Capricor\r\nshall impose similar obligations on any Non-Party Licensee for the benefit of itself and of Medtronic. For\r\nclarity, Medtronic shall have no right to examine any other Confidential Information of Capricor or of any third\r\nparty. The costs of any such audit shall be borne by Medtronic and audits shall be limited to one time in each\r\ncalendar year."], "method"=>"dla"}, {"type"=>"clause", "payloads"=>["Medtronic represents and warrants that it holds full title to the Natriuretic Peptide Patents and, except\r\nas to those co-owned by Capricor, no third party, including, without limitation, Madeleine\r\nPharmaceuticals (“Madeleine”), has any legal or equitable interest therein, including by license,\r\nassignment, or lien. For the purpose of clarity, Medtronic and Madeleine jointly own the certain clinical\r\nstudies performed and the data resulting therefrom under a prior agreement. Notwithstanding the\r\nforegoing, Medtronic represents and warrants that such joint ownership does not impact or in any way\r\naffect Medtronic’s sole and exclusive ownership of the Natriuretic Peptide Patents or its ability to make\r\nthe assignment to Capricor as contemplated herein.", "Nothing in this Agreement shall be construed as any warranty or representation regarding the validity\r\nor scope of any patent or Intellectual Property including the Natriuretic Peptide Patents.", "Nothing in this Agreement shall be construed as any warranty or representation that anything made,\r\nused, sold or otherwise disposed of under any transferred, assigned or licensed application for Letters\r\nPatent or issued Letters Patent is free or will be free from infringement of any Intellectual Property\r\nrights of Non-Parties.", "Medtronic hereby agrees not to sue Capricor or any Non-Party Licensee on account of any Product sold\r\nduring the term of this Agreement, which Product comprises a natriuretic peptide or a combination\r\nProduct using a natriuretic peptide and a delivery device, and shall not assert any claim that would\r\nblock Capricor or a Non-Party Licensee’s commercialization of such a Product during the term of this\r\nAgreement, provided that, in each case, the Product is read on by one or more claims of the Natriuretic\r\nPeptide Patents. This covenant not to sue shall in no event extend to a supplier of a delivery device that\r\nwould infringe on other Medtronic device-specific patents.", "Capricor covenants not to sue Medtronic under one or more claims of the Natriuretic Peptide Patents\r\non account of the sale of any medical device sold for use other than in combination with a Natriuretic\r\nPeptide; provided, however, that nothing contained in this Section shall be construed to in any way to\r\nlimit Capricor’s rights to enforce the Natriuretic Peptide Patents against third parties.", "Medtronic represents and warrants that there are no actions for infringement against Medtronic nor\r\nhas it received notice of or is it aware of infringement anywhere in the world with respect to items\r\nembodying the invention of the Natriuretic Peptide Patents.", "Nothing in this Agreement shall be construed as granting any Intellectual Property right by implication,\r\nestoppel, or otherwise, or as licensing any rights other than the rights in the Natriuretic Peptide\r\nPatents."], "method"=>"dla"}, {"type"=>"clause", "payloads"=>["MARKING AND SAMPLES", "Capricor shall and agrees to require its Non-Party Licensees to fully comply with the patent marking\r\nprovisions of the intellectual property laws of the applicable countries in the Licensed Territory."], "method"=>"dla"}, {"type"=>"clause", "payloads"=>["ARTICLE 10"], "method"=>"dla"}, {"type"=>"clause", "payloads"=>["Capricor shall have the sole option and right, at its own cost and expense, to institute and prosecute\r\nlawsuits for infringement of the Natriuretic Peptide Patents. The decision to institute, settle or\r\nterminate any action including the terms thereof is solely at Capricor’s discretion as owner of the\r\nNatriuretic Peptide Patents.", "Upon request of Capricor bringing a lawsuit, Medtronic shall execute all papers, testify on all matters,\r\nand otherwise cooperate in every way necessary and desirable for the prosecution of any such lawsuit.\r\nCapricor shall reimburse Medtronic for the expenses incurred as a result of such cooperation beyond\r\nthe assistance provided for in Article 5, paragraph B, of this Agreement, subject to the payment\r\nprovisions of Article 4C."], "method"=>"dla"}, {"type"=>"clause", "payloads"=>["ARTICLE 11"], "method"=>"dla"}, {"type"=>"clause", "payloads"=>["“Confidential Information” shall mean any confidential technical data, trade secret, know-how or other\r\nconfidential information disclosed by any party hereunder in writing, orally, or by drawing or other form\r\nand which shall be marked by the disclosing party as “Confidential” or “Proprietary.” If such\r\ninformation is disclosed orally, or through demonstration, the parties shall endeavor to designate it as\r\nbeing of a confidential nature at the time of disclosure and reduced in writing and delivered to the\r\nreceiving party within thirty (30) days of such disclosure. Notwithstanding the foregoing, the failure to\r\nmark something confidential or reduce it to writing shall not cause such information to lose its\r\ncharacterization of being confidential.", "Notwithstanding the foregoing, Confidential Information shall not include information which: (i) is\r\nknown to the receiving party at the time of disclosure or becomes known to the receiving party without\r\nbreach of this Agreement; (ii) is or becomes publicly known through no wrongful act of the receiving\r\nparty or any subsidiary of the receiving party; (iii) is rightfully received from a third party without\r\nrestriction on disclosure; (iv) is independently developed by the receiving party or any of its\r\nsubsidiaries; (v) is furnished to any third party by the disclosing party without restriction on its\r\ndisclosure; (vi) is approved for release upon a prior written consent of the disclosing party; (vii) is\r\ndisclosed pursuant to judicial order, requirement of a governmental agency or by operation of law.", "The Parties covenant not to disclose the economic terms or conditions of this Agreement, other than as\r\nrequired by law or regulation (including in SEC filings),or for the purpose of enforcing this Agreement\r\nin a court of law, without prior written approval from the other Party. In addition Capricor shall have the\r\nright to disclose the terms and conditions of this Agreement to its business consultants, advisors and\r\nbusiness prospects so long as such persons or entities are under obligations of confidentiality with\r\nCapricor. Notwithstanding the foregoing, the Parties will agree upon and permit Capricor to release a\r\npress release to announce the execution of this Agreement, which is attached hereto as Schedule B,\r\nand which may be used in responding to inquiries about this Agreement. Thereafter, the Parties may\r\neach disclose to third parties the information contained in such press release without the need for\r\nfurther approval by the other, provided that such information is still accurate.", "If a Party breaches any of its obligations with respect to confidentiality and unauthorized use of\r\nConfidential Information hereunder, the non-breaching party shall be entitled to equitable relief to\r\nprotect its interest therein, including but not limited to injunctive relief, as well as money damages\r\nnotwithstanding anything to the contrary contained herein."], "method"=>"dla"}, {"type"=>"clause", "payloads"=>["ARTICLE 12"], "method"=>"dla"}, {"type"=>"clause", "payloads"=>["Anything contained in this Agreement to the contrary notwithstanding, the obligations of the Parties\r\nhereto and of the Affiliates of the Parties shall be subject to all laws, present and future and including export\r\ncontrol laws and regulations, of any government having jurisdiction over the Parties hereto or the Affiliates of\r\nthe Parties, and to orders, regulations, directions or requests of any such government. Each Party shall\r\nundertake to comply with and be solely responsible for complying with such laws applicable to such Party."], "method"=>"dla"}, {"type"=>"clause", "payloads"=>["Capricor shall be solely responsible for the payment of any and all taxes, fees, duties and other\r\npayments incurred in relation to the manufacture, use and sale of Product(s).", "Capricor shall be solely responsible for applying for and obtaining any approvals, authorizations, or\r\nvalidations necessary to sell any Product(s) under the laws of the appropriate national laws of each of\r\nthe countries where such Product(s) may be sold."], "method"=>"dla"}, {"type"=>"clause", "payloads"=>["Neither Party will be liable for or will be considered to be in breach of or default under this Agreement\r\non account of any delay or failure to perform as required by this Agreement as a result of any causes or\r\nconditions that are beyond such Party’s reasonable control and that such Party is unable to overcome through\r\nthe exercise of commercially reasonable diligence. If any force majeure event occurs, the affected Party will\r\ngive prompt written notice to the other Party and will use commercially reasonable efforts to minimize the\r\nimpact of the event.", "ARTICLE 15"], "method"=>"dla"}, {"type"=>"clause", "payloads"=>["A.", "Any notice required to be given under this Agreement shall be in writing and delivered personally to the\r\nother designated party at the below stated addresses or mailed by certified, registered or Express\r\nmail, return receipt requested or by FedEx.", "Either Party may change the address to which notice or payment is to be sent by written notice to the\r\nother under any provision of this Article."], "method"=>"dla"}]}

RESPONSES

status: OK

{"output":{"incompleteItems":[{"name":"Confidential Information Exception","type":"incomplete","description":"The Confidential Information of a contract should include both definition and exclusion scope provisions, but the exception for confidential information was not detected in this contract.","incompleteRules":["Confidential Information Exception: Approved Disclosure"],"highlights":["“Licensing Revenue” means the value received by Capricor, whether in cash or in kind, on account of a\r\nLicensing Event, including upfront, lump sum and similar payments received by Capricor, excluding\r\npayments received (i) solely for the purchase of equity securities, (ii) as consideration for the sale of\r\nsubstantially all of Capricor’s assets, (iii) as royalty payments made in connection with the sale of\r\nProducts, (iv) as loans or in connection with the issuance of debt instruments, (v) from third parties for\r\ncosts related to general and administrative expenses, product and manufacturing development, codevelopment activities, clinical trials, or research and development activities, or (vi) to be used for the\r\ncosts of procuring intellectual property rights from third parties which may be necessary for the\r\ndevelopment of Products. Notwithstanding the foregoing, in the event that the Licensing Event involves\r\neither cross-licensing or a covenant not to sue, unless Capricor receives some monetary consideration\r\nin connection therewith, there will be no payment due to Medtronic; however, in no circumstance shall\r\nany of the events (i) through (vi) listed above, relieve Capricor, an Affiliate, or a Non-Party Licensee of\r\nthe obligation to pay royalties on Net Sales of Product.","“Confidential Information” shall mean any confidential technical data, trade secret, know-how or other\r\nconfidential information disclosed by any party hereunder in writing, orally, or by drawing or other form\r\nand which shall be marked by the disclosing party as “Confidential” or “Proprietary.” If such\r\ninformation is disclosed orally, or through demonstration, the parties shall endeavor to designate it as\r\nbeing of a confidential nature at the time of disclosure and reduced in writing and delivered to the\r\nreceiving party within thirty (30) days of such disclosure. Notwithstanding the foregoing, the failure to\r\nmark something confidential or reduce it to writing shall not cause such information to lose its\r\ncharacterization of being confidential.","D.","“Natriuretic Peptide Patent(s)” means (i) any patent application listed in Schedule A and any issued\r\npatent arising therefrom; (ii) any U.S. continuation, divisional and continuation-in-part patent\r\napplication claiming priority to any patent application listed in Schedule A, and any issued patent\r\narising therefrom; (iii) any patent application in any non-U.S. jurisdiction claiming priority to any patent\r\napplication listed in Schedule A, and issued patent arising therefrom; (iv) any patent application in any\r\ncountry claiming the benefit of any of the foregoing.","ASSIGNMENT","Capricor’s rights in and to the Natriuretic Peptide Patents that were co-owned by Capricor\r\npursuant to that certain Clinical Funding Agreement dated February 25, 2011 previously\r\nexecuted by Medtronic and Capricor (formerly known as Nile Therapeutics, Inc.) (the “Clinical\r\nFunding Agreement”) shall remain with Capricor, subject to the surviving terms and\r\nprovisions thereof.","“Intellectual Property” means all forms of intellectual property in any jurisdiction and under any law,\r\nwhether now or hereafter existing, including: (a) inventions, discoveries, patent applications, patents\r\n(including letters patent, industrial designs, and inventor’s certificates), design registrations, invention\r\ndisclosures, and applications to register industrial designs, and any and all rights to any of the\r\nforegoing anywhere in the world, including any provisionals, substitutions, extensions, supplementary\r\npatent certificates, reissues, re-exams, renewals, divisions, continuations, continuations in part,\r\ncontinued prosecution applications, and other similar filings or notices provided for under the laws of\r\nthe United States, or of any other country or foreign jurisdiction; and (b) a license or the right to\r\npractice a claim in pending application for Letters Patent or issued Letters Patent in the United States\r\nor a foreign jurisdiction.","Notwithstanding the foregoing, Confidential Information shall not include information which: (i) is\r\nknown to the receiving party at the time of disclosure or becomes known to the receiving party without\r\nbreach of this Agreement; (ii) is or becomes publicly known through no wrongful act of the receiving\r\nparty or any subsidiary of the receiving party; (iii) is rightfully received from a third party without\r\nrestriction on disclosure; (iv) is independently developed by the receiving party or any of its\r\nsubsidiaries; (v) is furnished to any third party by the disclosing party without restriction on its\r\ndisclosure; (vi) is approved for release upon a prior written consent of the disclosing party; (vii) is\r\ndisclosed pursuant to judicial order, requirement of a governmental agency or by operation of law."],"entities":{"contractParty":[],"contractAddress":[],"contractEffectiveDate":[]}}],"missingItems":[{"id":1,"guid":"GL-CM-01","type":"missing"},{"id":2,"guid":"GL-CM-02","type":"missing"},{"id":3,"guid":"GL-CM-03","type":"missing"},{"id":7,"guid":"ND-CM-07","type":"missing"},{"id":12,"guid":"GL-CM-12","type":"missing"},{"id":14,"guid":"GL-CM-14","type":"missing"},{"id":16,"guid":"GL-CM-16","type":"missing"},{"id":23,"guid":"ND-CM-23","type":"missing"},{"id":29,"guid":"ND-CM-29","type":"missing"},{"id":30,"guid":"ND-CM-31","type":"missing"},{"id":101,"guid":"GL-CM-20","type":"missing"},{"id":103,"guid":"GL-CM-22","type":"missing"},{"id":104,"guid":"GL-CM-32","type":"missing"},{"id":107,"guid":"GL-CM-26","type":"missing"}],"missingDebugItems":[{"key":"1","guid":"GL-CM-01","name":"Amendment","missing":true,"modelCheck":false,"ruleCheck":false,"modelOutputs":[],"ruleOutputs":[]},{"key":"2","guid":"GL-CM-02","name":"Arbitration","missing":true,"modelCheck":false,"ruleCheck":false,"modelOutputs":[],"ruleOutputs":[]},{"key":"3","guid":"GL-CM-03","name":"Assignment and Successor","missing":true,"modelCheck":false,"ruleCheck":false,"modelOutputs":[],"ruleOutputs":[]},{"key":"4","guid":"ND-CM-04","name":"Breach, Remedies, Damage or Injunctive relief","missing":false,"modelCheck":true,"ruleCheck":true,"modelOutputs":[{"text":"If a Party breaches any of its obligations with respect to confidentiality and unauthorized use of\r\nConfidential Information hereunder, the non-breaching party shall be entitled to equitable relief to\r\nprotect its interest therein, including but not limited to injunctive relief, as well as money damages\r\nnotwithstanding anything to the contrary contained herein.","cuttingMethod":"dla"}],"ruleOutputs":[{"text":"Medtronic hereby assigns to Capricor all right and title Medtronic may have to actions for damages\r\ndue to infringement of the Natriuretic Peptide Patents prior to the Effective Date, including the right to\r\nbring actions to enforce the Natriuretic Peptide Patents against any infringer of the Natriuretic Peptide\r\nPatents, and to retain any recovery from such actions, subject only to the compensation requirements\r\nof Article 4.","cuttingMethod":"dla"},{"text":"Capricor shall have the right to terminate this Agreement immediately in the event of a breach of any\r\ncovenant of Medtronic contained herein or upon thirty (30) days written notice to Medtronic in the\r\nevent of a default by Medtronic of any of its obligations hereunder which has not been cured within\r\nsuch 30-day period.","cuttingMethod":"dla"},{"text":"Notwithstanding the foregoing, Confidential Information shall not include information which: (i) is\r\nknown to the receiving party at the time of disclosure or becomes known to the receiving party without\r\nbreach of this Agreement; (ii) is or becomes publicly known through no wrongful act of the receiving\r\nparty or any subsidiary of the receiving party; (iii) is rightfully received from a third party without\r\nrestriction on disclosure; (iv) is independently developed by the receiving party or any of its\r\nsubsidiaries; (v) is furnished to any third party by the disclosing party without restriction on its\r\ndisclosure; (vi) is approved for release upon a prior written consent of the disclosing party; (vii) is\r\ndisclosed pursuant to judicial order, requirement of a governmental agency or by operation of law.","cuttingMethod":"dla"},{"text":"If a Party breaches any of its obligations with respect to confidentiality and unauthorized use of\r\nConfidential Information hereunder, the non-breaching party shall be entitled to equitable relief to\r\nprotect its interest therein, including but not limited to injunctive relief, as well as money damages\r\nnotwithstanding anything to the contrary contained herein.","cuttingMethod":"dla"},{"text":"Neither Party will be liable for or will be considered to be in breach of or default under this Agreement\r\non account of any delay or failure to perform as required by this Agreement as a result of any causes or\r\nconditions that are beyond such Party’s reasonable control and that such Party is unable to overcome through\r\nthe exercise of commercially reasonable diligence. If any force majeure event occurs, the affected Party will\r\ngive prompt written notice to the other Party and will use commercially reasonable efforts to minimize the\r\nimpact of the event.","cuttingMethod":"dla"}]},{"key":"5","guid":"ND-CM-05","name":"Confidential Information Definition","missing":false,"modelCheck":true,"ruleCheck":false,"modelOutputs":[{"text":"“Intellectual Property” means all forms of intellectual property in any jurisdiction and under any law,\r\nwhether now or hereafter existing, including: (a) inventions, discoveries, patent applications, patents\r\n(including letters patent, industrial designs, and inventor’s certificates), design registrations, invention\r\ndisclosures, and applications to register industrial designs, and any and all rights to any of the\r\nforegoing anywhere in the world, including any provisionals, substitutions, extensions, supplementary\r\npatent certificates, reissues, re-exams, renewals, divisions, continuations, continuations in part,\r\ncontinued prosecution applications, and other similar filings or notices provided for under the laws of\r\nthe United States, or of any other country or foreign jurisdiction; and (b) a license or the right to\r\npractice a claim in pending application for Letters Patent or issued Letters Patent in the United States\r\nor a foreign jurisdiction.","cuttingMethod":"dla"},{"text":"“Licensing Revenue” means the value received by Capricor, whether in cash or in kind, on account of a\r\nLicensing Event, including upfront, lump sum and similar payments received by Capricor, excluding\r\npayments received (i) solely for the purchase of equity securities, (ii) as consideration for the sale of\r\nsubstantially all of Capricor’s assets, (iii) as royalty payments made in connection with the sale of\r\nProducts, (iv) as loans or in connection with the issuance of debt instruments, (v) from third parties for\r\ncosts related to general and administrative expenses, product and manufacturing development, codevelopment activities, clinical trials, or research and development activities, or (vi) to be used for the\r\ncosts of procuring intellectual property rights from third parties which may be necessary for the\r\ndevelopment of Products. Notwithstanding the foregoing, in the event that the Licensing Event involves\r\neither cross-licensing or a covenant not to sue, unless Capricor receives some monetary consideration\r\nin connection therewith, there will be no payment due to Medtronic; however, in no circumstance shall\r\nany of the events (i) through (vi) listed above, relieve Capricor, an Affiliate, or a Non-Party Licensee of\r\nthe obligation to pay royalties on Net Sales of Product.","cuttingMethod":"dla"},{"text":"“Natriuretic Peptide Patent(s)” means (i) any patent application listed in Schedule A and any issued\r\npatent arising therefrom; (ii) any U.S. continuation, divisional and continuation-in-part patent\r\napplication claiming priority to any patent application listed in Schedule A, and any issued patent\r\narising therefrom; (iii) any patent application in any non-U.S. jurisdiction claiming priority to any patent\r\napplication listed in Schedule A, and issued patent arising therefrom; (iv) any patent application in any\r\ncountry claiming the benefit of any of the foregoing.","cuttingMethod":"dla"},{"text":"“Confidential Information” shall mean any confidential technical data, trade secret, know-how or other\r\nconfidential information disclosed by any party hereunder in writing, orally, or by drawing or other form\r\nand which shall be marked by the disclosing party as “Confidential” or “Proprietary.” If such\r\ninformation is disclosed orally, or through demonstration, the parties shall endeavor to designate it as\r\nbeing of a confidential nature at the time of disclosure and reduced in writing and delivered to the\r\nreceiving party within thirty (30) days of such disclosure. Notwithstanding the foregoing, the failure to\r\nmark something confidential or reduce it to writing shall not cause such information to lose its\r\ncharacterization of being confidential.","cuttingMethod":"dla"}],"ruleOutputs":[]},{"key":"6","guid":"ND-CM-06","name":"Confidential Information Exception: Already Known","missing":false,"modelCheck":true,"ruleCheck":true,"modelOutputs":[{"text":"ASSIGNMENT","cuttingMethod":"dla"},{"text":"D.","cuttingMethod":"dla"},{"text":"Notwithstanding the foregoing, Confidential Information shall not include information which: (i) is\r\nknown to the receiving party at the time of disclosure or becomes known to the receiving party without\r\nbreach of this Agreement; (ii) is or becomes publicly known through no wrongful act of the receiving\r\nparty or any subsidiary of the receiving party; (iii) is rightfully received from a third party without\r\nrestriction on disclosure; (iv) is independently developed by the receiving party or any of its\r\nsubsidiaries; (v) is furnished to any third party by the disclosing party without restriction on its\r\ndisclosure; (vi) is approved for release upon a prior written consent of the disclosing party; (vii) is\r\ndisclosed pursuant to judicial order, requirement of a governmental agency or by operation of law.","cuttingMethod":"dla"}],"ruleOutputs":[{"text":"Capricor’s rights in and to the Natriuretic Peptide Patents that were co-owned by Capricor\r\npursuant to that certain Clinical Funding Agreement dated February 25, 2011 previously\r\nexecuted by Medtronic and Capricor (formerly known as Nile Therapeutics, Inc.) (the “Clinical\r\nFunding Agreement”) shall remain with Capricor, subject to the surviving terms and\r\nprovisions thereof.","cuttingMethod":"dla"}]},{"key":"7","guid":"ND-CM-07","name":"Confidential Information Exception: Approved Disclosure","missing":true,"modelCheck":false,"ruleCheck":false,"modelOutputs":[],"ruleOutputs":[]},{"key":"8","guid":"ND-CM-08","name":"Confidential Information Exception: Independent Develop","missing":false,"modelCheck":true,"ruleCheck":false,"modelOutputs":[{"text":"ASSIGNMENT","cuttingMethod":"dla"},{"text":"D.","cuttingMethod":"dla"},{"text":"Notwithstanding the foregoing, Confidential Information shall not include information which: (i) is\r\nknown to the receiving party at the time of disclosure or becomes known to the receiving party without\r\nbreach of this Agreement; (ii) is or becomes publicly known through no wrongful act of the receiving\r\nparty or any subsidiary of the receiving party; (iii) is rightfully received from a third party without\r\nrestriction on disclosure; (iv) is independently developed by the receiving party or any of its\r\nsubsidiaries; (v) is furnished to any third party by the disclosing party without restriction on its\r\ndisclosure; (vi) is approved for release upon a prior written consent of the disclosing party; (vii) is\r\ndisclosed pursuant to judicial order, requirement of a governmental agency or by operation of law.","cuttingMethod":"dla"}],"ruleOutputs":[]},{"key":"9","guid":"ND-CM-09","name":"Confidential Information Exception: Public Available","missing":false,"modelCheck":true,"ruleCheck":false,"modelOutputs":[{"text":"ASSIGNMENT","cuttingMethod":"dla"},{"text":"D.","cuttingMethod":"dla"},{"text":"Notwithstanding the foregoing, Confidential Information shall not include information which: (i) is\r\nknown to the receiving party at the time of disclosure or becomes known to the receiving party without\r\nbreach of this Agreement; (ii) is or becomes publicly known through no wrongful act of the receiving\r\nparty or any subsidiary of the receiving party; (iii) is rightfully received from a third party without\r\nrestriction on disclosure; (iv) is independently developed by the receiving party or any of its\r\nsubsidiaries; (v) is furnished to any third party by the disclosing party without restriction on its\r\ndisclosure; (vi) is approved for release upon a prior written consent of the disclosing party; (vii) is\r\ndisclosed pursuant to judicial order, requirement of a governmental agency or by operation of law.","cuttingMethod":"dla"}],"ruleOutputs":[]},{"key":"10","guid":"ND-CM-10","name":"Confidential Information Exception: Required by Law","missing":false,"modelCheck":true,"ruleCheck":false,"modelOutputs":[{"text":"Notwithstanding the foregoing, Confidential Information shall not include information which: (i) is\r\nknown to the receiving party at the time of disclosure or becomes known to the receiving party without\r\nbreach of this Agreement; (ii) is or becomes publicly known through no wrongful act of the receiving\r\nparty or any subsidiary of the receiving party; (iii) is rightfully received from a third party without\r\nrestriction on disclosure; (iv) is independently developed by the receiving party or any of its\r\nsubsidiaries; (v) is furnished to any third party by the disclosing party without restriction on its\r\ndisclosure; (vi) is approved for release upon a prior written consent of the disclosing party; (vii) is\r\ndisclosed pursuant to judicial order, requirement of a governmental agency or by operation of law.","cuttingMethod":"dla"}],"ruleOutputs":[]},{"key":"11","guid":"ND-CM-11","name":"Confidential Information Exception: Third Party","missing":false,"modelCheck":true,"ruleCheck":false,"modelOutputs":[{"text":"Notwithstanding the foregoing, Confidential Information shall not include information which: (i) is\r\nknown to the receiving party at the time of disclosure or becomes known to the receiving party without\r\nbreach of this Agreement; (ii) is or becomes publicly known through no wrongful act of the receiving\r\nparty or any subsidiary of the receiving party; (iii) is rightfully received from a third party without\r\nrestriction on disclosure; (iv) is independently developed by the receiving party or any of its\r\nsubsidiaries; (v) is furnished to any third party by the disclosing party without restriction on its\r\ndisclosure; (vi) is approved for release upon a prior written consent of the disclosing party; (vii) is\r\ndisclosed pursuant to judicial order, requirement of a governmental agency or by operation of law.","cuttingMethod":"dla"}],"ruleOutputs":[]},{"key":"12","guid":"GL-CM-12","name":"Counterparts","missing":true,"modelCheck":false,"ruleCheck":false,"modelOutputs":[],"ruleOutputs":[]},{"key":"13","guid":"GL-CM-13","name":"Definition","missing":false,"modelCheck":true,"ruleCheck":false,"modelOutputs":[{"text":"For purposes of this Agreement, the following definitions shall apply:","cuttingMethod":"dla"},{"text":"“Affiliate” means, with respect to a Party or legal entity, any person that controls, is controlled by, or is\r\nunder common control with such Party or legal entity. For purposes of this definition, “control” shall\r\nrefer to (a) in the case of a person that is a corporate entity, direct or indirect ownership of fifty\r\npercent (50%) or more of the stock or shares having the right to vote for the election of a majority of\r\nthe directors of such person or (b) in all cases, whether or not the person is a corporate entity, the\r\npossession, directly or indirectly, of the power to direct, or cause the direction of, the management or\r\npolicies of such person, whether through the ownership of voting securities, by contract or otherwise.","cuttingMethod":"dla"},{"text":"Unless context clearly indicates otherwise, the singular of a term includes the plural, and the plural of\r\na term includes the singular.","cuttingMethod":"dla"}],"ruleOutputs":[]},{"key":"14","guid":"GL-CM-14","name":"Entire Agreement","missing":true,"modelCheck":false,"ruleCheck":false,"modelOutputs":[],"ruleOutputs":[]},{"key":"15","guid":"GL-CM-15","name":"Governing Law","missing":false,"modelCheck":true,"ruleCheck":false,"modelOutputs":[{"text":"Anything contained in this Agreement to the contrary notwithstanding, the obligations of the Parties\r\nhereto and of the Affiliates of the Parties shall be subject to all laws, present and future and including export\r\ncontrol laws and regulations, of any government having jurisdiction over the Parties hereto or the Affiliates of\r\nthe Parties, and to orders, regulations, directions or requests of any such government. Each Party shall\r\nundertake to comply with and be solely responsible for complying with such laws applicable to such Party.","cuttingMethod":"dla"}],"ruleOutputs":[]},{"key":"16","guid":"GL-CM-16","name":"Witness","missing":true,"modelCheck":false,"ruleCheck":false,"modelOutputs":[],"ruleOutputs":[]},{"key":"18","guid":"GL-CM-18","name":"Jurisdiction","missing":false,"modelCheck":false,"ruleCheck":true,"modelOutputs":[],"ruleOutputs":[{"text":"“Intellectual Property” means all forms of intellectual property in any jurisdiction and under any law,\r\nwhether now or hereafter existing, including: (a) inventions, discoveries, patent applications, patents\r\n(including letters patent, industrial designs, and inventor’s certificates), design registrations, invention\r\ndisclosures, and applications to register industrial designs, and any and all rights to any of the\r\nforegoing anywhere in the world, including any provisionals, substitutions, extensions, supplementary\r\npatent certificates, reissues, re-exams, renewals, divisions, continuations, continuations in part,\r\ncontinued prosecution applications, and other similar filings or notices provided for under the laws of\r\nthe United States, or of any other country or foreign jurisdiction; and (b) a license or the right to\r\npractice a claim in pending application for Letters Patent or issued Letters Patent in the United States\r\nor a foreign jurisdiction.","cuttingMethod":"dla"},{"text":"“Natriuretic Peptide Patent(s)” means (i) any patent application listed in Schedule A and any issued\r\npatent arising therefrom; (ii) any U.S. continuation, divisional and continuation-in-part patent\r\napplication claiming priority to any patent application listed in Schedule A, and any issued patent\r\narising therefrom; (iii) any patent application in any non-U.S. jurisdiction claiming priority to any patent\r\napplication listed in Schedule A, and issued patent arising therefrom; (iv) any patent application in any\r\ncountry claiming the benefit of any of the foregoing.","cuttingMethod":"dla"},{"text":"“Valid Claim” means an issued claim of any unexpired patent included among the Natriuretic Peptide\r\nPatents; and (i) which has not been held unenforceable, unpatentable or invalid by a decision of a court\r\nor governmental body of competent jurisdiction which is unappealable or unappealed within the time\r\nallowed for appeal, (ii) which has not been rendered unenforceable through disclaimer or otherwise,\r\nand (iii) which has not been lost through an interference proceeding or abandoned.","cuttingMethod":"dla"},{"text":"The geographic territory of this Agreement shall be any country or jurisdiction where any application\r\nfor Letters Patent listed in Schedule A is pending or issued or wherein any application for Letters\r\nPatent claiming priority to an application for Letters Patent listed in Schedule A is pending or issued.","cuttingMethod":"dla"},{"text":"Should Capricor decide to cease prosecution of a patent family within the Natriuretic Peptide Patents\r\nin a jurisdiction (regardless of whether patents within that family have issued in that jurisdiction) it\r\nshall provide written notice to Medtronic no less than 90 days prior to any abandonment that would\r\noccur as a result, and Capricor shall assign the remaining pending application(s) in such jurisdiction to\r\nMedtronic upon Medtronic’s request and at no cost to Medtronic. Capricor shall receive a fully-paid up\r\nirrevocable non-exclusive license to any applications pending in the Natriuretic Peptide Patents that are\r\nassigned back to Medtronic in pursuant to this Article 6.C to make, use or sell any Product developed\r\nby Capricor, with the right to sublicense to a Non-Party Licensee, but only in connection with, and\r\nlimited to, such Non-Party Licensee’s rights to commercialize a natriuretic peptide-based Product and\r\nfurther provided that Capricor and Non-Party Licensee remains obligated to pay the royalty and/or\r\nmilestone payments provided in Article 4 with regard to such Product","cuttingMethod":"dla"},{"text":"Anything contained in this Agreement to the contrary notwithstanding, the obligations of the Parties\r\nhereto and of the Affiliates of the Parties shall be subject to all laws, present and future and including export\r\ncontrol laws and regulations, of any government having jurisdiction over the Parties hereto or the Affiliates of\r\nthe Parties, and to orders, regulations, directions or requests of any such government. Each Party shall\r\nundertake to comply with and be solely responsible for complying with such laws applicable to such Party.","cuttingMethod":"dla"}]},{"key":"19","guid":"GL-CM-19","name":"Notice","missing":false,"modelCheck":true,"ruleCheck":false,"modelOutputs":[{"text":"Any notice required to be given under this Agreement shall be in writing and delivered personally to the\r\nother designated party at the below stated addresses or mailed by certified, registered or Express\r\nmail, return receipt requested or by FedEx.","cuttingMethod":"dla"},{"text":"Either Party may change the address to which notice or payment is to be sent by written notice to the\r\nother under any provision of this Article.","cuttingMethod":"dla"}],"ruleOutputs":[]},{"key":"20","guid":"ND-CM-20","name":"Obligation of Confidentiality","missing":false,"modelCheck":true,"ruleCheck":false,"modelOutputs":[{"text":"The Parties covenant not to disclose the economic terms or conditions of this Agreement, other than as\r\nrequired by law or regulation (including in SEC filings),or for the purpose of enforcing this Agreement\r\nin a court of law, without prior written approval from the other Party. In addition Capricor shall have the\r\nright to disclose the terms and conditions of this Agreement to its business consultants, advisors and\r\nbusiness prospects so long as such persons or entities are under obligations of confidentiality with\r\nCapricor. Notwithstanding the foregoing, the Parties will agree upon and permit Capricor to release a\r\npress release to announce the execution of this Agreement, which is attached hereto as Schedule B,\r\nand which may be used in responding to inquiries about this Agreement. Thereafter, the Parties may\r\neach disclose to third parties the information contained in such press release without the need for\r\nfurther approval by the other, provided that such information is still accurate.","cuttingMethod":"dla"}],"ruleOutputs":[]},{"key":"22","guid":"ND-CM-22","name":"Return of Confidential Information","missing":false,"modelCheck":true,"ruleCheck":false,"modelOutputs":[{"text":"Should Capricor decide to abandon any issued patent within the Natriuretic Peptide Patents by failing\r\nto pay issue or maintenance fees, it shall provide written notice to Medtronic no less than ninety (90)\r\ndays prior to any such abandonment and Capricor shall assign such patent to Medtronic upon\r\nMedtronic’s request and at no cost to Medtronic; provided, however, that nothing contained herein\r\nshall be construed to require Capricor to assign to Medtronic any of the rights it had in any of the\r\nNatriuretic Peptide Patents existing prior to the Effective Date of this Agreement.","cuttingMethod":"dla"}],"ruleOutputs":[]},{"key":"23","guid":"ND-CM-23","name":"Confidential Information Standard for Protection","missing":true,"modelCheck":false,"ruleCheck":false,"modelOutputs":[],"ruleOutputs":[]},{"key":"27","guid":"ND-CM-27","name":"Warranty","missing":false,"modelCheck":true,"ruleCheck":false,"modelOutputs":[{"text":"Nothing in this Agreement shall be construed as any warranty or representation regarding the validity\r\nor scope of any patent or Intellectual Property including the Natriuretic Peptide Patents.","cuttingMethod":"dla"},{"text":"Nothing in this Agreement shall be construed as any warranty or representation that anything made,\r\nused, sold or otherwise disposed of under any transferred, assigned or licensed application for Letters\r\nPatent or issued Letters Patent is free or will be free from infringement of any Intellectual Property\r\nrights of Non-Parties.","cuttingMethod":"dla"},{"text":"Medtronic represents and warrants that there are no actions for infringement against Medtronic nor\r\nhas it received notice of or is it aware of infringement anywhere in the world with respect to items\r\nembodying the invention of the Natriuretic Peptide Patents.","cuttingMethod":"dla"}],"ruleOutputs":[]},{"key":"29","guid":"ND-CM-29","name":"Duty of Report","missing":true,"modelCheck":false,"ruleCheck":false,"modelOutputs":[],"ruleOutputs":[]},{"key":"30","guid":"ND-CM-31","name":"Duration of Obligation","missing":true,"modelCheck":false,"ruleCheck":false,"modelOutputs":[],"ruleOutputs":[]},{"key":"32","guid":"ND-CM-33","name":"No compelled to Disclose","missing":false,"modelCheck":true,"ruleCheck":false,"modelOutputs":[{"text":"Nothing in this Agreement shall be construed as granting any Intellectual Property right by implication,\r\nestoppel, or otherwise, or as licensing any rights other than the rights in the Natriuretic Peptide\r\nPatents.","cuttingMethod":"dla"}],"ruleOutputs":[]},{"key":"101","guid":"GL-CM-20","name":"Indemnification","missing":true,"modelCheck":false,"ruleCheck":false,"modelOutputs":[],"ruleOutputs":[]},{"key":"102","guid":"CL-CM-21","name":"Termination","missing":false,"modelCheck":true,"ruleCheck":false,"modelOutputs":[{"text":"“Change of Control” means the occurrence of any of the following: (i) any consolidation or merger of a\r\nParty with or into any Third Party, or any other corporate reorganization involving a Third Party, in\r\nwhich those persons or entities that are stockholders of such Party immediately prior to such\r\nconsolidation, merger or reorganization own less than fifty percent (50%) of the surviving entity’s\r\nvoting power immediately after such consolidation, merger or reorganization; (ii) a change in the legal\r\nor beneficial ownership of fifty percent (50%) or more of the voting securities of any Party (whether in\r\na single transaction or series of related transactions) where, immediately after giving effect to such\r\nchange, the legal or beneficial owner of more than fifty percent (50%) of the voting securities of such\r\nParty is a Third Party; or (iii) the sale, transfer, or other disposition to a Third Party of all or\r\nsubstantially all of a Party’s assets in one or a series of related transactions.","cuttingMethod":"dla"},{"text":"Capricor shall have the right to terminate this Agreement immediately in the event of a breach of any\r\ncovenant of Medtronic contained herein or upon thirty (30) days written notice to Medtronic in the\r\nevent of a default by Medtronic of any of its obligations hereunder which has not been cured within\r\nsuch 30-day period.","cuttingMethod":"dla"},{"text":"In addition to the termination provision contained in Section 4.G below, Medtronic shall have the right\r\nto terminate this Agreement upon thirty (30) days written notice to Capricor in the event of a default by\r\nCapricor of any of its obligations hereunder which has not been cured within such 30-day period.","cuttingMethod":"dla"},{"text":"In the event of a termination of this Agreement pursuant to the provisions contained herein, the\r\nfollowing shall apply:","cuttingMethod":"dla"},{"text":"In order to show progress in the development pathway, either Capricor, an Affiliate or a Non-Party\r\nLicensee will be required to commence a clinical trial of a CD-NP product within 18 months from the\r\nEffective Date of this Agreement and if it fails to do so, Medtronic shall have the right to terminate this\r\nAgreement and have the rights to the Natriuretic Peptide Patents reassigned to it by Capricor;\r\nprovided, however, that in the event of any termination of this Agreement, any rights and obligations\r\nwhich survived the expiration of then Clinical Funding Agreement will continue in full force and effect,\r\nincluding the ownership of all intellectual property rights as set forth therein.","cuttingMethod":"dla"}],"ruleOutputs":[]},{"key":"103","guid":"GL-CM-22","name":"Waiver","missing":true,"modelCheck":false,"ruleCheck":false,"modelOutputs":[],"ruleOutputs":[]},{"key":"104","guid":"GL-CM-32","name":"No partnership or agency","missing":true,"modelCheck":false,"ruleCheck":false,"modelOutputs":[],"ruleOutputs":[]},{"key":"105","guid":"GL-CM-24","name":"Preamble and Recital","missing":false,"modelCheck":true,"ruleCheck":false,"modelOutputs":[{"text":"THIS TRANSFER AGREEMENT (“Agreement”) is entered into as of October 8, 2014 (the “Effective\r\nDate”) between CAPRICOR THERAPEUTICS, INC., a Delaware corporation with offices located at 8840\r\nWilshire Blvd., 2nd Floor, Beverly Hills, California 90211 (“Capricor”) and MEDTRONIC, INC., a Minnesota\r\ncorporation with offices at 710 Medtronic Parkway, Minneapolis, Minnesota 55432, U.S.A. (“Medtronic”) (each\r\na “Party,” collectively the “Parties”).","cuttingMethod":"dla"},{"text":"WHEREAS, Medtronic is the sole or co-exclusive owner (together with Capricor) of certain Patents and\r\nApplications for United States, foreign and international Letters Patents identified in the attached Schedule A\r\ndescribing inter alia medical delivery systems and for various natriuretic peptides for treating various medical\r\nconditions in patients (collectively, the “Natriuretic Peptide Patents”);","cuttingMethod":"dla"},{"text":"WHEREAS, Capricor is in the business of developing therapies using Natriuretic peptides useful in\r\ntreating certain medical conditions in human patients;","cuttingMethod":"dla"},{"text":"WHEREAS, Capricor desires to acquire all rights, title and interest including but not limited to, legal\r\ntitle to the Natriuretic Peptide Patents held by Medtronic; and","cuttingMethod":"dla"},{"text":"WHEREAS, Medtronic has the power and authority to grant to Capricor such rights, title and interest to\r\nthe extent they possess the same.","cuttingMethod":"dla"},{"text":"NOW, THEREFORE, in consideration of the mutual promises and covenants herein contained, the\r\nParties hereto agree as follows:","cuttingMethod":"dla"},{"text":"“Non-Party Licensee” refers to a Non-Party that receives a License, or receives an assignment of any\r\nNatriuretic Peptide Patent for use in conjunction with a Product.","cuttingMethod":"dla"}],"ruleOutputs":[]},{"key":"106","guid":"GL-CM-25","name":"Term","missing":false,"modelCheck":true,"ruleCheck":false,"modelOutputs":[{"text":"TERM/TERMINATION","cuttingMethod":"dla"},{"text":"This Agreement shall be effective as of the date of execution by the Parties and shall expire\r\nsimultaneously at the expiration of the last to expire of the Valid Claims (“Term”).","cuttingMethod":"dla"}],"ruleOutputs":[]},{"key":"107","guid":"GL-CM-26","name":"Survival","missing":true,"modelCheck":false,"ruleCheck":false,"modelOutputs":[],"ruleOutputs":[]}]}}