Split (3)

train · 965k rows

task_name stringclasses 645 values	id stringlengths 40 41	source stringlengths 62 335k	target stringlengths 0 13.8k
task1309_amazonreview_summary_classification	task1309-115697d6cbb94856af3f9045c15973e1	In this task, you're given reviews from Amazon's food products and a summary of that review. Your task is to classify whether the given summary matches the original review. Generate "True" if the given review and its summary match, otherwise generate "False". Reviews: I wish I could give this five stars as initially I loved it SO much I bought two of the butterfly ones for both grandmothers as gifts for my 3yo daughter to do. She loved pressing on the stickers (with assistance) and we both enjoyed the light shining through the beautiful owl during the day. However, it's been not barely past two months and suddenly I look over and see a LOT of stickers peeling and falling off (the kids don't touch this- it's high up). This is so frustrating. The only thing I can think of doing is finding some clear glue to press each and every little sticker back on- what a headache. I had to call each grandma up and warn them this might happen to theirs. I even helped press each sticker on tightly and accurately with my daughter so I know it's not because we didn't put it on right. Darn....like I said, beautiful but so not worth it if the adhesive won't work. Summary: Beautiful at first then disaster....adhesive doesn't last long at all!	True
task594_sciq_question_generation	task594-b374b94a8eb74b8b895046d89636e986	Given a scientific passage and an answer, generate a question for the given answer. Passage: The Epidermis The epidermis is composed of keratinized, stratified squamous epithelium. It is made of four or five layers of epithelial cells, depending on its location in the body. It does not have any blood vessels within it (i. , it is avascular). Skin that has four layers of cells is referred to as “thin skin. ” From deep to superficial, these layers are the stratum basale, stratum spinosum, stratum granulosum, and stratum corneum. Most of the skin can be classified as thin skin. “Thick skin” is found only on the palms of the hands and the soles of the feet. It has a fifth layer, called the stratum lucidum, located between the stratum corneum and the stratum granulosum (Figure 5.3). Answer: layer	The thick skin, found only on the palms of the hands and the soles of the feet, has an extra what?
task303_record_incorrect_answer_generation	task303-b222546a468d4439b5dab53c79b01d96	In this task, you will be presented with a passage, and you need to write an implausible answer to to fill in the place of "_". Your answer should be incorrect, but should not be out of context. Try using words that are related to the context of the passage, but are not the correct answer. Even though there exist multiple wrong answers, we only need a single wrong answer. Rome (CNN) -- A cardinal from the Philippines, another from Austria and an archbishop from Ireland would be the "least worst" choices to be the next pope, according to a group representing the victims of abuse by priests. The Survivors Network of Those Abused by Priests, or SNAP, released its list Thursday as cardinals held meetings at the Vatican in a prelude to the selection of the next pontiff. The three are Cardinal Luis Tagle of the Philippines; Cardinal Christoph Schoenborn of Austria; and Archbishop Diarmuid Martin of Dublin, Ireland. Martin is not a cardinal, but SNAP noted that a man need not be a cardinal to be elected pope. Historically, the role has gone to cardinals, however.NEW: All 115 cardinal-electors are now in the VaticanGroup representing victims of abuse by priests names 3 people it wants to see as popeU.S. Catholics say child sex abuse by priests is the biggest problem the church faces Question:Some of the discussions happen over coffee, as one _ spokesman revealed Monday, the first day of the general congregations.	Austria
task1504_hatexplain_answer_generation	task1504-bb03a7a28c2b42c2814886546055a8e4	The input is a tweet which can be Hate Speech or Offensive. Given such a tweet, output a phrase from the tweet that makes it hate speech or offensive. The output should contain only one such phrase. The output has to be from within the tweet itself. Do not generate words or phrases not present in the tweet. no im waiting til i get bored shooting niggers in gta5 til i buy any new games 🤔	bored shooting niggers
task027_drop_answer_type_generation	task027-e435548b19e94e44988c8399b1d88e23	This task involves annotating the answer type to a given question that involve some kind of complex reasoning (including numerical reasoning). Note that the questions require looking at more than one part of the passage to answer. There are 3 possible answer types (i) spans, (ii) numbers and (iii) dates. If the answer can be found in the passage, label it as "span". If the answer is a number, label as "number". Similarly, label "date" if you think the answer to the given question is a date. Passage: The median age in the city was 35.1 years. 24.2% of residents were under the age of 18; 7.9% were between the ages of 18 and 24; 33.8% were from 25 to 44; 24.6% were from 45 to 64; and 9.5% were 65 years of age or older. The gender makeup of the city was 48.6% male and 51.4% females. Question: How many percent of people were in the three biggest age groups combined?	number
task1217_atomic_answer_generation	task1217-142c34b09fe848a39cbe58025308b1cb	In this task, you are given a sentence with a missing word that can be an object, a person, and/or an action. Fill in the blank with a plausible word. Although each sentence has many correct answers, you only have to write one answer. PersonX carries ___ around	a purse
task598_cuad_answer_generation	task598-00214f5ba34c4175bfc31250507cfa75	In this task, you're given a passage that represents a legal contract or clause between multiple parties, followed by a question that needs to be answered. Based on the paragraph, you must write the index where the answer starts. If multiple answers seem to exist, write the index of the answer that is the most plausible. If multiple indices must be used to answer the question, the output should be a common separated list of indices. Exhibit 10.2 EXECUTION COPY *Text Omitted and Filed Separately with the Securities and Exchange Commission Confidential Treatment Requested Under 17 C.F.R. Sections 200.80(b)(4) and 240.24b-2 Collaboration Agreement This Agreement is entered into with effect as of the Effective Date (as defined below) by and between F. Hoffmann-La Roche Ltd with an office and place of business at Grenzacherstrasse 124, 4070 Basel, Switzerland (Roche Basel) and Hoffmann-La Roche Inc. with an office and place of business at 150 Clove Road, Suite 8, Little Falls, New Jersey 07424, U.S.A. (Roche US; Roche Basel and Roche US together referred to as Roche) on the one hand and Foundation Medicine, Inc. with an office and place of business at 150 Second Street, Cambridge, Massachusetts 02141 (FMI) on the other hand. Table of Contents 1. Definitions 7 1.1 Affiliate 7 1.2 Agreement 7 1.3 Agreement Term 7 1.4 [......] ctDNA [......] 7 1.5 Applicable Law 7 1.6 Approved Assay 7 1.7 Background IP 7 1.8 Business Day 8 1.9 Calendar Half 8 1.10 Calendar Quarter 8 1.11 Calendar Year 8 1.12 CDx 8 1.13 CDx Development Program 8 1.14 CLIA 8 1.15 Clinical Study 9 1.16 Commercially Reasonable Efforts 9 1.17 Confidential Information 9 1.18 Control 9 1.19 Cover 10 1.20 ctDNA 10 1.21 ctDNA Assay 10 1.22 ctDNA Platform 10 1.23 ctDNA Platform Development Program 10 1.24 ctDNA Working Group 10 1.25 Data Security Breach 10 1.26 Effective Date 10 1.27 Excepted Activities 11 1.28 Excluded Patent Rights 11 1.29 FDA 11 1.30 FDCA 11 1.31 FMI Background IP Patent Rights 11 1.32 FMI Decisions 11 1.33 FMI Development Costs 11 1.34 FMI Know-How 11 1.35 FMI Foreground Patent Rights 12 1.36 FTE 12 1.37 FTE Rate 12 1.38 Handle 12 1.39 HSR 12 1.40 Immunotherapy Testing Platform Development Program 12 1.41 Immuno-Platform Working Group 12 1.42 Initiation 12 1.43 Insolvency Event 12 1.44 Invention 13 1.45 IUO 13 1.46 JMC 13 1.47 JOC 13 1.48 Joint Know-How 13 1.49 Joint Patent Rights 13 Confidential Treatment Requested - 2 - 1.50 JOT 13 1.51 JRDC 13 1.52 Know-How 13 1.53 Molecular Information Platform Program 13 1.54 Molecular Information Platform Working Group 14 1.55 Party 14 1.56 Patent Rights 14 1.57 Performance Specifications 14 1.58 Personal Data 14 1.59 Phase I Study 14 1.60 Phase II Study 14 1.61 Phase III Study 14 1.62 PMA 15 1.63 Quality Standards 15 1.64 R&D Plan 15 1.65 Regulatory Approval 15 1.66 Regulatory Authority 15 1.67 Roche Background IP Patent Rights 15 1.68 Roche Group 15 1.69 Roche Know-How 15 1.70 Roche Foreground Patent Rights 15 1.71 ROW Territory 15 1.72 RUO 15 1.73 Study Data 16 1.74 Sublicensee 16 1.75 Territory 16 1.76 Third Party 16 1.77 US 16 1.78 US$ 16 1.79 Work Stream 16 1.80 Additional Definitions 16 2. Grant of License 18 2.1 Licenses 18 2.2 Sublicense 20 2.3 Right to Subcontract 20 3. Research and Development Collaboration 20 3.1 Molecular Information Platform Program 20 3.2 Immunotherapy Testing Platform Development Program 23 3.3 ctDNA Platform Development Program 25 3.4 CDx Development Program 27 3.5 Samples, Handling and Disposal 29 3.6 Records; Reports; Audits 30 4. Diligence 31 5. Most Favored Customer 31 6. Governance 31 6.1 Joint Management Committee 31 6.2 JRDC 33 6.3 JOC 34 6.4 Alliance Director 34 6.5 Limitations of Authority 34 6.6 Expenses 35 6.7 Lifetime 35 - 3 - 7. Regulatory 35 8. Payment 35 8.1 FTE Funding 35 8.2 Molecular Information Platform Program Fees 35 8.3 Immunotherapy Testing Platform Development Budget and Fees 36 8.4 ctDNA Platform Financial Terms 37 8.5 CDx Development Financial Terms 38 8.6 General Terms 38 8.7 Disclosure of Payments 39 9. Accounting and reporting 39 9.1 Timing of Payments 39 9.2 Late Payment 39 9.3 Method of Payment 39 10. Taxes 39 11. Auditing 40 11.1 Right to Audit 40 11.2 Audit Reports 41 11.3 Over or Underpayment 41 11.4 Duration of Audit Rights 41 12. Intellectual Property 41 12.1 Ownership of Inventions, data and results 41 12.2 German Statute on Employee's Inventions 43 12.3 Prosecution and Maintenance of Patent Rights Claiming FMI Inventions 43 12.4 Prosecution and Maintenance of Roche Foreground Patent Rights and Joint Patent Rights 44 12.5 Joint Patent Team 44 12.6 CREATE Act 44 12.7 Infringement 44 12.8 Defense 46 12.9 Common Interest Disclosures 46 13. Representations and Warranties 47 13.1 Mutual Representations and Warranties 47 13.2 Activities 48 13.3 Safety Data 48 13.4 Third Party Patent Rights 48 13.5 Inventors 48 13.6 Grants 48 13.7 Ownership and Validity of Know-How 48 13.8 Data Protection (Privacy) and Security 48 13.9 No Other Representations 50 14. Indemnification 50 14.1 Indemnification by Roche 50 14.2 Indemnification by FMI 51 14.3 Procedure 51 15. Liability 51 16. Obligation Not to Disclose Confidential Information 51 16.1 Non-Use and Non-Disclosure 51 16.2 Permitted Disclosure &sbsp;52 16.3 Press Releases 52 16.4 Publications 52 16.5 Commercial Considerations 53 - 4 - 17. Term and Termination 53 17.1 Commencement and Term 53 17.2 Termination 53 17.2.1 Termination for Breach 53 17.2.2 Insolvency 53 17.2.3 Termination by Roche without Cause 54 17.2.4 Termination by Roche for Frustration of Purpose 54 17.3 Consequences of Termination 54 17.3.1 Termination in General 54 17.3.2 Termination by FMI for Breach by Roche or Roche's Insolvency; Termination by Roche Without Cause or for Frustration of Purpose 54 17.3.3 Termination by Roche for Breach by FMI or FMI Insolvency 56 17.3.4 Direct License 57 17.4 Other Obligations 57 17.5 Survival 57 18. Bankruptcy 57 19. Miscellaneous 58 19.1 Governing Law 58 19.2 Disputes 58 19.3 Arbitration 58 19.4 Assignment 59 19.5 Debarment and Exclusion 59 19.6 Independent Contractor 60 19.7 Unenforceable Provisions and Severability 60 19.8 Waiver 60 19.9 Appendices 60 19.10 Entire Understanding 61 19.11 Amendments 61 19.12 Invoices 61 19.13 Notice 61 - 5 - Collaboration Agreement WHEREAS, FMI has or is developing platforms for use in genomic testing, including development of a molecular information platform, an immunotherapy testing platform, a circulating tumor DNA platform, and a companion diagnostics platform; and WHEREAS, Roche has expertise in the research, development, manufacture and commercialization of pharmaceutical and diagnostic products, including development of an immunotherapy platform; and WHEREAS, Roche and FMI want to collaborate on the development of platforms for use in molecular information, immunotherapy, circulating tumor DNA, companion diagnostics, and in vitro diagnostic tests and kits; and WHEREAS, Roche Holdings, Inc., an Affiliate of Roche, and FMI are concurrently herewith entering into a Transaction Agreement dated as of the date hereof (as it may be amended from time to time, the Transaction Agreement) which provides, among other things, for Roche to acquire a majority ownership of FMI upon the terms and subject to the conditions set forth in the Transaction Agreement; and WHEREAS, in connection therewith, and as an inducement to Roche's and FMI's willingness to enter into the Transaction Agreement and to consummate the transactions contemplated thereby, FMI and Roche agree that Roche will work with FMI in the United States to educate relevant persons on next generation sequencing and/or comprehensive genomic profiling technology (US Education Collaboration Agreement), Roche and FMI will collaborate on the commercialization of certain FMI products outside of the United States (Ex-US Commercialization Agreement), and Roche and FMI may collaborate on development and commercialization of decentralized in vitro diagnostic (IVD) versions of FMI tests generated by FMI (IVD Collaboration), the above mentioned agreements, including the Transaction Agreement, being referred to collectively as the Related Agreements; and WHEREAS, FMI and Roche intend that assays and other products generated under this Agreement will be commercialized in accordance with the Ex-US Commercialization Agreement and that the governance structure under this Agreement will apply to the US Education Collaboration Agreement and the Ex-US Commercialization Agreement. - 6 - NOW, THEREFORE, in consideration of the mutual covenants and promises contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto, intending to be legally bound, do hereby agree as follows: 1. Definitions As used in this Agreement, the following terms, whether used in the singular or plural, shall have the following meanings: 1.1 Affiliate The term Affiliate shall mean any individual, corporation, association or other business entity that directly or indirectly controls, is controlled by, or is under common control with the Party in question. As used in this definition of Affiliate, the term control shall mean the direct or indirect ownership of more than fifty percent (>50%) of the stock having the right to vote for directors thereof or the ability to otherwise control the management of the corporation or other business entity whether through the ownership of voting securities, by contract, resolution, regulation or otherwise. Anything to the contrary in this paragraph notwithstanding, Chugai Pharmaceutical Co., Ltd, a Japanese corporation (Chugai), shall not be deemed an Affiliate of Roche unless Roche provides written notice to FMI of its desire to include Chugai as an Affiliate of Roche. Moreover, FMI and its Affiliates existing as of the Effective Date shall not be deemed Affiliates of Roche and its Affiliates existing as of the Effective Date, and Roche and its Affiliates existing as of the Effective Date shall not be deemed Affiliates of FMI and its Affiliates existing as of the Effective Date. Affiliates coming into existence after the Effective Date shall be classified by the Parties as either Roche Affiliates or FMI Affiliates for the purposes of this Agreement. 1.2 Agreement The term Agreement shall mean this document including any and all appendices and amendments to it as may be added and/or amended from time to time in accordance with the provisions of this Agreement. 1.3 Agreement Term The term Agreement Term shall mean the period of time commencing on the Effective Date and, unless this Agreement is terminated sooner as provided in Article 17, expiring on the date when all work has been completed or terminated under all R&D Plans. 1.4 [……] ctDNA [……] The term [……] ctDNA [……] shall mean an analytical validated clinical ctDNA Assay [……]. 1.5 Applicable Law The term Applicable Law shall mean any law, statute, ordinance, code, rule or regulation that has been enacted by a government authority (including without limitation, any Regulatory Authority) and is in force as of the Effective Date or comes into force during the Agreement Term, in each case to the extent that the same are applicable to the performance by the Parties of their respective obligations under this Agreement. 1.6 Approved Assay The term Approved Assay means any assay or test intended for use in the diagnosis or evaluation of a disease or condition, excluding any IUO, and with respect to which any necessary Regulatory Approval is received in the relevant country, including PMA approval in the US, if applicable. 1.7 Background IP The term Background IP shall mean all intellectual property rights, including Patent Rights and Know-How, Controlled by a Party as of the Effective Date and all intellectual property rights Controlled by a Party after the Effective Date but arising from activities other than the activities conducted under this Agreement. Roche Background IP specifically excludes the Excluded Patent Rights and no licenses are granted to FMI under such Excluded Patent Rights. Confidential Treatment Requested* - 7 - 1.8 Business Day The term Business Day shall mean 9.00am to 5.00pm local time on a day other than a Saturday, Sunday or bank or other public or federal holiday in Switzerland, New Jersey or Massachusetts. 1.9 Calendar Half The term Calendar Half shall mean each period of six (6) consecutive calendar months, ending June 30 and December 31. 1.10 Calendar Quarter The term Calendar Quarter shall mean each period of three (3) consecutive calendar months, ending March 31, June 30, September 30 and December 31. 1.11 Calendar Year The term Calendar Year shall mean the period of time beginning on January 1 and ending December 31, except for the first Calendar Year which shall begin on the Effective Date and end on December 31. 1.12 CDx The term CDx shall mean any Products or Services that require Regulatory Approval, including by any medical device Regulatory Authority, under the device authorities of the Federal Food, Drug, and Cosmetic Act (or equivalent medical device or in vitro diagnostic medical device regime in other countries) for use in connection with a decision to treat, or the specifics of the actual treatment, of person, with a specific product, as more fully described below: (i) identifying a person having a specific disease or condition, or a molecular genotype or phenotype that predisposes a person to such disease or condition, to support a decision to treat such person with such specific product, whether for prophylactic or therapeutic purposes; (ii) defining the prognosis or monitoring the progress of a disease or condition in a person to support a decision to treat, or tocontinue to treat, such person with such specific product, whether for prophylactic or therapeutic purposes; (iii) supporting the selection of a particular therapeutic or prophylactic regimen, wherein at least one (1) potential therapeutic orprophylactic regimen involves the use of such specific product; and/or (iv) confirming such specific product's biological activity and/or optimizing dosing or the scheduled administration of such specificproduct. 1.13 CDx Development Program The term CDx Development Program shall mean the program for development by FMI of CDx Assays for select Roche products. 1.14 CLIA The term CLIA shall mean Clinical Laboratory Improvement Amendments as set forth by the Centers for Medicare & Medicaid Services which regulates all laboratory testing (except research) performed on humans in the U.S. and is certified by the Division of Laboratory Services, within the Survey and Certification Group, under the Center for Clinical Standards and Quality. - 8 - 1.15 Clinical Study The term Clinical Study shall mean a Phase I Study, Phase II Study, Phase III Study, as applicable. 1.16 Commercially Reasonable Efforts The term Commercially Reasonable Efforts shall mean, with respect to the performance of an obligation under this Agreement, such quality and level of effort as is required to carry out such obligation in a sustained manner, consistent with the efforts Roche or FMI, as applicable, devotes to a similar obligation in connection with an internally developed product or service that is at the same stage of development or commercialization, as applicable, in a similar market, with similar market potential, at a similar stage of product life, taking into account the existence of other competitive products or services in the market place or under development, the proprietary position of the product or service, the regulatory structure involved, the anticipated profitability of the product or service and other relevant factors. It is understood that such quality and level if effort may change from time to time based upon changing scientific, business and marketing and return on investment considerations. 1.17 Confidential Information The term Confidential Information shall mean any and all information, data or know-how (including Know-How), whether technical or non- technical, oral or written, that is disclosed by one Party or its Affiliates (Disclosing Party) to the other Party or its Affiliates (Receiving Party). Confidential Information shall not include any information, data or know-how that: (i) was generally available to the public at the time of disclosure, or information that becomes available to the public after disclosureby the Disclosing Party other than through fault (whether by action or inaction) of the Receiving Party or its Affiliates, (ii) can be evidenced by written records to have been already known to the Receiving Party or its Affiliates prior to its receipt fromthe Disclosing Party, (iii) is obtained by the Receiving Party at any time lawfully from a Third Party under circumstances permitting its use or disclosure, (iv) is developed independently by the Receiving Party or its Affiliates as evidenced by written records other than throughknowledge of Confidential Information, or (v) is approved in writing by the Disclosing Party for release by the Receiving Party. The terms of this Agreement shall be considered Confidential Information of the Parties. 1.18 Control The term Control shall mean (as an adjective or as a verb including conjugations and variations such as Controls Controlled or Controlling) (a) with respect to Patent Rights and/or Know-How, the possession by a Party of the ability to grant a license or sublicense of such Patent Rights and/or Know-How as provided herein without violating the terms of any agreement or arrangement between such Party and any other party, where such ability derives from rights other than an assignment or license granted herein and (b) with respect to proprietary materials, the possession by a Party of the ability to supply such proprietary materials to the other Party as provided herein without violating the terms of any agreement or arrangement between such Party and any other party. - 9 - 1.19 Cover The term Cover shall mean (as an adjective or as a verb including conjugations and variations such as Covered, Coverage or Covering) that the developing, making, using, offering for sale, promoting, selling, exporting or importing of a given product would infringe a valid claim under the Patent Rights. As used in the previous sentence, valid claim means, with respect to a particular country a claim in an issued and unexpired patent that has not lapsed or been disclaimed, revoked, held unenforceable, unpatentable or invalid by a decision of a court or other governmental agency of competent jurisdiction, unappealable or unappealed within the time allowed fo appeal and that has not been admitted to be invalid or unenforceable through re-examination, re-issue, disclaimer or otherwise, or lost in an interference proceeding. 1.20 ctDNA The term ctDNA shall mean circulating tumor DNA. 1.21 ctDNA Assay The term ctDNA Assay shall mean an assay developed on or utilizing FMI's ctDNA Platform (including instruments and software) for the detection of genomic alteration in ctDNA, including an RUO, IUO and Approved Assay. 1.22 ctDNA Platform The term ctDNA Platform shall mean Products or Services for testing of specimens to identify genomic alterations in ctDNA as a blood-based liquid biopsy, including FMI instruments, analytical methods, algorithms, procedures, techniques, software or platforms, intended for use in genomic analysis, and related technologies and any improvements to the foregoing, in each case Controlled by FMI as of the Effective Date or during the Agreement Term. 1.23 ctDNA Platform Development Program The term ctDNA Platform Development Program shall mean the program for development of ctDNA analysis platform by FMI for effective genomic profiling from liquid biopsy. 1.24 ctDNA Working Group The term ctDNA Working Group shall mean the group of persons from both Parties who will handle the day-to-day activities associated with the ctDNA Platform Development Program a set forth herein. 1.25 Data Security Breach The term Data Security Breach means (a) the disclosure or misuse (by any means) of Personal Data; (b) the inadvertent, unauthorized and/or unlawful processing, access, disclosure, alteration, corruption, transfer, sale or rental, destruction or use of Personal Data; or (c) any other act or omission that compromises the security, confidentiality, and/or integrity of Personal Data. 1.26 Effective Date The term Effective Date shall mean the latest of (a) the date of the last signature of this Agreement, or (b) if a HSR filing is made, the second Business Day immediately following the earlier of: (i) the date upon which the waiting period under HSR expires or terminates early or (ii) the date upon which all requests to the Parties by the Federal Trade Commission or the Justice Department, as the case may be, with regard to the transaction contemplated by this Agreement - 10 - have been satisfactorily met and no objection on the part of the Federal Trade Commission or the Justice Department remains, or (c) the occurrence of the Acceptance Time (as defined in the Transaction Agreement). 1.27 Excepted Activities The term Excepted Activities shall mean […*…]. 1.28 Excluded Patent Rights The term Excluded Patent Rights shall mean those Patent Rights listed in Appendix 1.28. 1.29 FDA The term FDA shall mean the Food and Drug Administration of the United States of America. 1.30 FDCA The term FDCA shall mean the Food, Drug and Cosmetics Act. 1.31 FMI Background IP Patent Rights The term FMI Background IP Patent Rights means Patent Rights that Cover Background IP that is Controlled by FMI. 1.32 FMI Decisions The term FMI Decisions shall mean decisions with respect to any of the following issues that come before the JMC: (i) [……]. (ii) [……]. (iii) [……]. (iv) [……]. 1.33 FMI Development Costs The term FMI Development Costs means all costs reasonably incurred or committed to by FMI to perform its obligations and activities hereunder, including without limitation, (i) personnel costs equal to the number of FTE's used to perform such obligations and activities multiplied by the FTE Rate, (ii) out-of-pocket costs for consultants, materials and services and (iii) facilities costs reasonably allocated to performance of such obligations and activities, including acquisition, maintenance and operation costs for such facilities. 1.34 FMI Know-How The term FMI Know-How shall mean the Know-How that FMI Controls at the Effective Date and during the Agreement Term. Confidential Treatment Requested - 11 - 1.35 FMI Foreground Patent Rights The term FMI Foreground Patent Rights shall mean the Patent Rights that FMI Controls and that Cover Inventions conceived of and reduced to practice after the Effective Date in the performance of the activities under this Agreement, excluding any Joint Patent Rights and any FMI Background IP Patent Rights. 1.36 FTE The term FTE shall mean a full-time equivalent person-year, based upon a total of no less than one thousand eight hundred (1,800) working hours per year, undertaken in connection with the conduct of research in a Work Stream. In no circumstance can the work of any given person exceed one (1) FTE. 1.37 FTE Rate The term FTE Rate shall mean the amount of [……], on a fully burdened cost basis, which amount shall be subject to increase following the [……] anniversary of the Effective Date by an amount equal to the increase in the Consumer Price Index as published by the U.S. Department of Labor, Bureau of Labor Statistics (the CPI) between the Effective Date and such date for a new FTE Rate not to exceed [……] per FTE, and which such new FTE Rate shall be subject to subsequent increases upon the date of each renewal or extension period comprising the Agreement Term by an amount equal to the increase in the CPI as of such date. 1.38 Handle The term Handle shall mean all activities associated with prosecution and maintenance of a particular patent and patent application(s) derived from such patent, including preparing, filing, prosecuting and maintaining (including interferences, reissue, re-examination, pre- and post-grant proceedings, inter-parties reviews, derivation proceedings, applications for patent term adjustment and extensions, supplementary protection certificates and oppositions and other similar proceedings). 1.39 HSR The term HSR shall mean the Hart-Scott-Rodino Antitrust Improvements Act. 1.40 Immunotherapy Testing Platform Development Program The term Immunotherapy Testing Platform Development Program shall mean the program for development of an immunotherapy testing platform. 1.41 Immuno-Platform Working Group The term Immuno-Platform Working Group shall mean the group of persons from both Parties who will handle the day-to-day activities associated with the Immunotherapy Testing Platform Development Program. 1.42 Initiation The term Initiation&1148; shall mean the date that a human is first dosed with the drug in a Clinical Study approved by the respective Regulatory Authority. 1.43 Insolvency Event The term Insolvency Event shall mean circumstances under which a Party (i) has a receiver or similar officer appointed over all or a material part of its assets or undertaking; (ii) passes a resolution for winding-up (other than a winding-up for the purpose of, or in connection with, any solvent amalgamation or reconstruction) or a court makes an order to that effect or a court makes an order for administration (or any equivalent order in any jurisdiction); (iii) enters into Confidential Treatment Requested* - 12 - any composition or arrangement with its creditors (other than relating to a solvent restructuring); (iv) ceases to carry on business; (v) is unable to pay its debts as they become due in the ordinary course of business. 1.44 Invention The term Invention shall mean an invention that is made, i.e. conceived and reduced to practice, in performance of activities under this Agreement. Under this definition, an Invention may be made by solely by individuals having an obligation to assign rights in such invention to FMI (an FMI Invention), solely by individuals having an obligation to assign rights in such invention to Roche (a Roche Invention), or jointly by individuals having an obligation to assign rights in such invention to FMI and individuals having an obligation to assign rights in such invention to Roche (a Joint Invention). 1.45 IUO The term IUO shall mean an assay for investigational use only that meets certain clinical and manufacturing standards and which is used in clinical studies to gather data for submission to a Regulatory Agency in support of an Approved Assay. 1.46 JMC The term JMC shall mean the joint management committee described in Article 6. 1.47 JOC The term JOC shall mean the joint operating committee as mentioned in Section 6.3 and described in the Ex-US Commercialization Agreement. 1.48 Joint Know-How The term Joint Know-How shall mean Know-How that is made jointly by the Parties or their Affiliates or their Sublicensees in performance of activities carried out pursuant to this Agreement. 1.49 Joint Patent Rights The term Joint Patent Rights shall mean all Patent Rights Covering a Joint Invention. 1.50 JOT The term JOT shall mean a joint operating team described in Section 6.1.7. 1.51 JRDC The term JRDC shall mean the joint research and development committee described in Section 6.2. 1.52 Know-How The term Know-How shall mean data, knowledge, algorithms, business rules and information, including manufacturing data, toxicological data, pharmacological data, preclinical data, formulations, specifications, quality control testing data, which are necessary or useful for the discovery, manufacture, development or commercialization of Products and Services. 1.53 Molecular Information Platform Program The term Molecular Information Platform Program shall mean the program designed to generate insights for certain of Roche's clinical development portfolio from FMI's molecular information platform, comprised of tumor sample genomic analysis, database access, and dedicated FMI clinical and genomic expertise. - 13 - 1.54 Molecular Information Platform Working Group The term Molecular Information Platform Working Group shall mean the group of persons from both Parties who will handle the day-to-day activities associated with the Molecular Information Platform Program. 1.55 Party The term Party shall mean FMI or Roche, as the case may be, and Parties shall mean FMI and Roche collectively. 1.56 Patent Rights The term Patent Rights shall mean all rights under any patent or patent application, in any country of the Territory, including any patents issuing on such patent application, and further including any substitution, extension or supplementary protection certificate, reissue, reexamination, renewal, division, continuation or continuation-in-part of any of the foregoing. 1.57 Performance Specifications The term Performance Specifications shall mean a set of minimum standards and specifications related to FMI's supply and delivery of Products and Services under this Agreement as set forth in the R&D Plans for each Work Stream or Task Orders, including standards with respect to classes of alterations detected and sequencing sensitivity and specificity (based on tissue requirements); provided, however, the Performance Specifications for the Molecular Information Platform Program are attached hereto as Exhibit 1.57. 1.58 Personal Data The term Personal Data shall mean any information that can be used to identify, locate or contact an individual (a Data Subject), including but limited to, (a) first name or initial and last name; (b) home or other physical address; (c) telephone number; (d) email address or online identifier associated with the individual; (e) social security number or other similar identifier; (f) employment financial or health information; or (g) any other information relating to an individual that is combined with any of the above. 1.59 Phase I Study The term Phase I Study shall mean a human clinical trial in any country that would satisfy the requirements of 21 C.F.R. § 312.21(a) (FDCA), as amended from time to time, and the foreign equivalent thereof. 1.60 Phase II Study The term Phase II Study shall mean a human clinical trial, for which the primary endpoints include a determination of dose ranges and/or a preliminary determination of efficacy in patients being studied as described in 21 C.F.R. § 312.21(b) (FDCA), as amended from time to time, and the foreign equivalent thereof. 1.61 Phase III Study The term Phase III Study shall mean a human clinical trial that is prospectively designed to demonstrate statistically whether a product is safe and effective for use in humans in a manner sufficient to obtain regulatory approval to market such product in patients having the disease or condition being studied as described in 21 C.F.R. § 312.21(c) (FDCA), as amended from time to time, and the foreign equivalent thereof. - 14 - 1.62 PMA The term PMA shall mean a premarket approval application as defined under section 515 of the FDCA. 1.63 Quality Standards The term Quality Standards shall mean CLIA or QSR requirements, each as applicable, and other Applicable Laws. If requested by Roche, the JRDC will establish which such quality standards specifically apply to Products and Services within a given Work Stream. 1.64 R&D Plan The term R&D Plan shall mean a plan of research and development for each Work Stream other than the Molecular Information Platform Program. The initial R&D Plans are attached as Appendix 1.64 and outline the work expected to be performed by FMI for the relevant Work Stream. Such plans may be updated from time to time as provided in this Agreement. 1.65 Regulatory Approval The term Regulatory Approval shall mean any approvals, licenses, registrations, authorizations, or certifications by Regulatory Authority or any CE markings, necessary for the manufacture, sale or putting into service of a product in a regulatory jurisdiction in the Territory. 1.66 Regulatory Authority The term Regulatory Authority shall mean any national, supranational (e.g., the European Commission, the Council of the European Union, the European Medicines Agency), regional, state or local regulatory agency, department, bureau, commission, council or other governmental entity including the FDA, in each country involved in the granting of Regulatory Approval for a product or service. 1.67 Roche Background IP Patent Rights The term Roche Background IP Patent Rights means Patent Rights that Cover Background IP that is Controlled by Roche. 1.68 Roche Group The term Roche Group shall mean collectively Roche, its Affiliates and its Sublicensees, excluding FMI and FMI Affiliates. 1.69 Roche Know-How The term Roche Know-How shall mean all Know-How that Roche Controls during the Agreement Term. 1.70 Roche Foreground Patent Rights The term Roche Foreground Patent Rights shall mean the Patent Rights that Roche Controls (other than through licenses granted under this Agreement) and that Cover Inventions conceived of and reduced to practice after the Effective Date in the performance of the activities under this Agreement, excluding any Joint Patent Rights and the Excluded Patent Rights. 1.71 ROW Territory The term ROW Territory shall mean […*…]. 1.72 RUO The term RUO shall mean an assay intended or approved for research use only. Confidential Treatment Requested - 15 - 1.73 Study Data The term Study Data shall mean all data related to any Data Subject collected by or transferred to the Roche Group or business partners, in connection with any services that FMI may provide to Roche. 1.74 Sublicensee The term Sublicensee shall mean an entity to which Roche or FMI, as applicable, has licensed rights (through one or multiple tiers), other than through a Compulsory Sublicense, pursuant to this Agreement. 1.75 Territory The term Territory shall mean [……]. 1.76 Third Party The term Third Party shall mean a person or entity other than (i) FMI or any of its Affiliates or (ii) a member of the Roche Group. 1.77 US The term US shall mean the United States of America and its territories and possessions. 1.78 US$ The term US$ shall mean US dollars. 1.79 Work Stream The term Work Stream shall mean each of the Molecular Information Platform Program, Immunotherapy Testing Platform Development Program, the ctDNA Platform Development Program, and the CDx Development Program. 1.80 Additional Definitions Each of the following definitions is set forth in the Section of this Agreement indicated below: Definition Section AAA 19.3 Accounting Period 9.1 Advanced Genomic Analyses 3.1.4 Alliance Director 6.2 Approved Markers 3.4.1 Assessment 10 Bankruptcy Code 18 Binding Orders 3.1.5 Biomarker IP 2.1.2 Breaching Party 17.2.1 CDx Assays 3.4.1 CDx Platform Working Group 3.4.2 Chairperson 6.1.1 Competent Authority Procedures 10 ctDNA Milestone Date 8.4 Create Act 12.6 Database Renewal Term 3.1.9 Database Queries 3.1.8 Confidential Treatment Requested* - 16 - Definition Section Data Subject 1.57 Decision Period 12.5 Disclosing Party 1.17 Ex-US Collaboration Agreement Whereas Clause First ctDNA Milestone Date 8.4 FMI CDx IP 12.1.5 FMI-Derived Advanced Genomic Analysis Results 3.1.8 FMI Improvement IP 12.1.2 FMI Invention 1.44 Immuno-Biomarker Discovery Platform 3.2.1 Immuno-Clinical Study Assays 0 Immunotherapy Exclusivity Period 3.2.8 Immunotherapy Testing Platform Development Budget 8.3.1 Genomic Analyses 3.1.4 Indemnified Party 14.3 Indemnifying Party 14.3 Initial Roche ctDNA Assay 8.4 Initiating Party 12.5 Investigational Markers 3.4.1 IVD Collaboration Whereas Clause Joint Invention 1.44 Materially Modified 8.3.2(i) Members 6.1.1 Molecular Information Database 3.1.8 Molecular Information Database Access 3.1.8 Non-Breaching Party 17.2.1 Payment Currency 9.3 Peremptory Notice Period 17.2.1 Products and Services 7 Profiling Renewal Term 3.1.9 Profiling Term 3.1.9 Publishing Notice 16.4 Publishing Party 16.4 Receiving Party 1.17 Related Agreements Whereas Clause Reserved Capacity 3.1.4 Reserved Capacity Fees 8.2.1.1 Roche CDx Development IP 12.1.5 Roche ctDNA Sample Results 12.1.4 Roche Immunotherapy Sample Results 12.1.3 Roche Improvement IP 12.1.2 Roche Invention 1.44 Roche-Owned Advanced Genomic Analysis Results 12.1.2 Roche's Jurisdiction 10 Sample Profiling 3.1.4 - 17 - Definition Section Sample Results 3.1.6 Second ctDNA Milestone Date 8.4 Settlement 12.5 Signature Identification 3.2.1 Suit Notice 12.5 Task Orders 3.1.3 TPP 6.1.5.2 Transaction Agreement Whereas Clause US Education Collaboration Agreement Whereas Clause 2. Grant of License 2.1 Licenses 2.1.1 Research and Development Cross License Each Party grants to the other Party during the time that a Work Stream is in effect, a non-exclusive right and license under Know-How and Patent Rights, including the Background IP, Controlled by such Party and that are necessary or useful solely to enable the other Party to perform the activities contemplated under this Agreement; […*…]. 2.1.2 Molecular Information Platform Licenses Roche hereby grants to FMI a non-exclusive, royalty-free, worldwide and perpetual license, sublicensable to FMI's Affiliates, under any intellectual property rights arising directly from the Sample Results, or the correlation of the Sample Results to patient data (Biomarker IP) (i) to the extent such Biomarker IP becomes publicly known, for internal research purposes, (ii) to the extent such Biomarker IP becomes publicly known, to develop, make, have made, use, offer for sale, sell, import, and commercialize FMI's Products and Services relating to genomic analysis, and (iii) [……]. Roche hereby grants to FMI a non-exclusive, royalty-free, worldwide and perpetual license, sublicensable to Affiliates, to use the Roche-Owned Advanced Genomic Analysis Results to develop, make, have made, use, offer for sale, sell, import and commercialize FMI's products and services relating to genomic analysis. FMI hereby grants to Roche a non-exclusive, royalty-free, worldwide and perpetual license, sublicensable to Roche's Affiliates under any FMI Improvements for Roche's internal research purposes and to develop, make, have made, use, offer for sale, sell, import and commercialize Roche's products and services other than diagnostic products and services. 2.1.3 Immunotherapy Testing Platform Licenses Effective after the Immunotherapy Exclusivity Period, Roche hereby grants to FMI a non-exclusive, royalty-free, worldwide, perpetual, and sublicensable to Affiliates, license to any intellectual property arising from the Immunotherapy Testing Platform Development Program Controlled by Roche (excluding Roche Immunotherapy Sample Results) to the extent necessary Confidential Treatment Requested* - 18 - for FMI to develop, make, have made, use, offer for sale, sell, import and commercialize the Immuno-Biomarker Discovery Platform, Signature Identification services, Clinical Study assays, CDx assays, or any other FMI testing or services (including that are part of the Genomic Analysis Platform). FMI hereby grants to Roche a non-exclusive, royalty-free, worldwide, perpetual, and sublicensable license to any intellectual property arising from the Immunotherapy Testing Platform Program Controlled by FMI for internal research purposes and to the extent necessary for Roche to research, develop, make, have made, use, offer for sale, sell, import and commercialize Roche products other than diagnostic products. If FMI is unable or unwilling to develop and commercialize an Immuno Clinical Study assay or CDx assay resulting from the Immunotherapy Testing Platform Development Program in a given country within the Territory as specified in an R&D Plan for any reason other than a breach of this Agreement by Roche, and on the timeline agreed to in such R&D Plan, then, effective on the end of the timeline specified in such R&D Plan, FMI hereby grants to Roche a non-exclusive, royalty-free, perpetual, and sublicensable license under any intellectual property invented by FMI arising from the Immunotherapy Testing Platform Program or the Immunotherapy Testing Platform Development that is necessary for Roche to develop and commercialize such tests in such country in the Territory. 2.1.4 ctDNA Licenses FMI hereby grants to Roche (i) an exclusive, royalty-free, sublicensable, worldwide and perpetual license to any intellectual property rights arising from the ctDNA Development Platform Program that are necessary for Roche to develop, make, have made, use, offer for sale, sell, import and commercialize Roche products other than diagnostic products (including the use, formulation, methods of treatment, clinical data or other data, information or results relating to the Roche therapeutic product) solely for use in connection with such activities and such Roche products and (ii) a non-exclusive, royalty-free, worldwide and perpetual license, with the right to grant sublicenses solely to Roche Affiliates, to any intellectual property rights arising from the ctDNA Development Platform Program, for internal research purposes. Roche hereby grants to FMI a non-exclusive, royalty-free, worldwide, perpetual, and sublicensable license to any IP Controlled by Roche and developed under the ctDNA Platform Development Program (excluding Roche Immunotherapy Sample Results) to the extent necessary for FMI to research, develop, make, have made, use, offer for sale, sell, import and commercialize the ctDNA Assays. 2.1.5 CDx Development Program FMI hereby grants to Roche a non-exclusive license under the FMI CDx IP for internal research purposes, and to the extent necessary to research, develop, make, have made, use, offer for sale, sell, import and commercialize Roche products other than diagnostic products. If FMI is unwilling or unable to develop and commercialize a CDx Assay for a given country in the Territory as specified in the R&D Plan, and on the timeline set forth in the relevant R&D Plan, for any reason other than a breach of this Agreement by Roche, then FMI hereby grants to Roche a non-exclusive, royalty-free, sublicensable, and perpetual license under any intellectual property invented by FMI arising from the CDx Development Program that is necessary for Roche to develop and commercialize a CDx Assay equivalent in such country in the Territory. - 19 - 2.2 Sublicense Except as otherwise provided herein, where the right to sublicense is granted under this Agreement, the licensee shall have the right to sublicense, and subcontract (subject to Section 2.3), through multiple tiers. Each sublicense granted hereunder to a Third Party shall be pursuant to a written agreement. Each sublicense granted hereunder by a Party shall include restrictions on the disclosure of the other Party's Confidential Information that are substantially similar to the protections provided herein. Each Party shall be liable for any action or failure to act by a sublicensee under a sublicense granted by such Party to the extent such action or failure to act on the part of such Party would constitute a breach of this Agreement by such Party. 2.3 Right to Subcontract Each Party shall have the right to subcontract the work performed under this Agreement in accordance with the applicable R&D Plan. Each such subcontract with a Third Party shall be pursuant to a written agreement. Each such subcontract by a Party shall include restrictions on the disclosure of the other Party's Confidential Information that are substantially similar to the protections provided herein. Each Party shall be liable for any action or failure to act by a subcontractor under a subcontract entered into by such Party to the extent such action or failure to act on the part of such Party would constitute a breach of this Agreement by such Party. 3. Research and Development Collaboration 3.1 Molecular Information Platform Program 3.1.1 Scope Roche and FMI shall conduct the Molecular Information Platform Program pursuant to this Agreement under the direction of the Molecular Information Platform Working Group. 3.1.2 Molecular Information Platform Working Group The Parties shall establish the Molecular Information Platform Working Group within sixty (60) days after the Effective Date to operationalize the Molecular Information Platform Program. The Molecular Information Platform Working Group's activities will be overseen by JRDC. 3.1.3 Task Orders The Parties will conduct the Molecular Information Platform Program in accordance with agreed upon task orders (Task Orders) and in compliance with Performance Specifications and Quality Standards. Each Task Order will be substantially in the form set forth in Appendix 3.1.3. To the extent any terms set forth in a Task Order conflict with the terms set forth in this Agreement, the terms of this Agreement shall control. 3.1.4 Sample Profiling and Reserved Capacity FMI shall provide, and shall reserve capacity to provide, Roche with comprehensive profiling, analysis and reporting (Sample Profiling) of at least […*…] during the first [……] immediately following the Effective date, and at least [……] samples during the next [……] Confidential Treatment Requested* - 20 - (Reserved Capacity) using FMI's platform for molecular genomic profiling of cancer samples (the Genomic Analysis Platform). The initial laboratory and computational biology activities performed on the Samples as part of Sample Profiling are Genomic Analyses. FMI will provide Sample Profiling in accordance with the Reserved Capacity during the Profiling Term and Profiling Renewal Term, using the then-current versions of the tests included in its Genomic Analysis Platform. The Sampling Profiles shall be provided in a specified format to be mutually agreed by the Parties. The JMC will discuss and decide upon the Reserved Capacity commitment for Profiling Renewal Terms, provided that any Reserved Capacity amount in excess of […*…] that would require FMI to increase its existing capacity will require FMI approval. Sample Profiling will include advanced genomic analyses, i.e. advanced laboratory and computational biology activities in the field of cancer genomic sequencing and analysis performed on Samples, including [……] (collectively, Advanced Genomic Analyses). Sample Profiling includes Genomic Analyses and Advanced Genomic Analyses. FMI may adopt modifications to the Performance Specifications without Roche's consent, so long as such modifications do not result in a material diminution in the analytical performance of the Genomic Analysis Platform as measured by the metrics set forth in Appendix 1.57 (which such material diminution would require the prior written consent of Roche). In the event [……], and such change results in a material diminution in the analytical performance of the Genomic Analysis Platform as measured by the metrics set forth in Appendix 1.57, Roche may, at its election, and upon written notice to FMI, terminate each Party's obligations under Reserved Capacity, including Roche's obligations under Section 8.2.1.1 to pay Reserved Capacity Fees and opt out of the price per Sample fees for Sample Profiling otherwise specified in Section 8.2.1.2, in each case, from the effect of such sequencing platform change. If Roche elects to terminate the Parties' obligations under Reserved Capacity and opts out of the per Sample pricing for Sample Profiling specified in Section 8.2.1.2, Sample Profiling shall then be performed, and fees for such Sample Profiling shall then be charged, on a per Sample basis at FMI's standard rates or on pricing terms to be mutually agreed in writing by the Parties (or as otherwise mutually agreed in writing by the Parties). 3.1.5 Forecasting and Binding Orders Not later than the first Business Day of [……] during the Profiling Term and Profiling Renewal Terms, Roche will provide FMI with a rolling forecast of its estimated requirements for Sample Profiling for the following [……], the rolling forecast for the [……] of which shall be deemed to be a binding order for sample volume (including specifications for the number of samples to be run using each of FMI's different tests) (Binding Orders). Binding Orders will not impact FMI's commitment to provide services for at least the Reserved Capacity amount, and Roche's financial commitment to pay the Reserved Capacity Fee. FMI shall use Commercially Reasonable Efforts to fulfill requests for Sample Profiling exceeding the Reserved Capacity based on forecasts provided by Roche (each a Forecast) in advance of [……] as specified below. 3.1.6 Samples, Sample Results, Web-Portal Roche will provide samples to FMI for Sample Profiling as provided for in Section 3.5. The results of the Sample Profiling (Sample Results) shall be provided by FMI to Roche in a timeframe to be agreed upon by the Parties. A sample report is attached as Appendix 3.1.6. Confidential Treatment Requested - 21 - FMI will set up and utilize a basic web-portal for Roche to access Sample Results and patient reports for Roche Clinical Studies. This web-portal shall be similar to the portal that FMI provides to its other major pharmaceutical customers. 3.1.7 Clinical Reports FMI will provide Roche with clinical (e.g., FoundationOne® or FoundationOne® Heme) reports from Sample Profiling on reasonable request, to be specified in applicable Task Orders, to enable Roche to provide comprehensive information to physicians and patients. 3.1.8 Database Insights FMI will provide molecular information insights (Database Insights) arising from FMI's database of aggregated clinical genomic analysis results, which include genomic alterations (base substitutions, insertions and deletions, copy number alterations, and rearrangements) detected by the Genomic Analysis Platform across FMI's clinical testing experience in all disease ontologies (the Molecular Information Database), in response to queries supplied by Roche (Database Queries) or generated by FMI in response to discussions between the Parties about areas of interest for Roche (e.g., [……]), utilizing a team of [……] FMI FTEs with requisite training and experience to generate Database Insights (Molecular Information Database Access). Database Insights and results of Advanced Genomic Analyses performed against the Molecular Information Database (which, for clarity, does not include Roche's Sample Results) (FMI-Derived Advanced Genomic Analysis Results) shall be deemed FMI Confidential Information. Roche and its Affiliates may use the Database Query Results and FMI-Derived Advanced Genomic Analysis Results for all purposes, except that Roche may not disclose the Database Query Results to Third Parties, other than as necessary for development, approval or commercialization of a therapeutic or diagnostic product owned or controlled by Roche, or as otherwise consistent with the terms of confidentiality contained in the Definitive Agreement. 3.1.9 Molecular Information Database Access As set forth in Section 3.1.8, FMI will provide Roche mediated (indirect through dedicated FMI FTEs) access to the Molecular Information Database to pose Database Queries and will provide the resulting Database Insights to Roche in a format to be mutually agreed by the Parties. FMI will also provide Roche with direct access to the Molecular Information Database for Roche to perform Database Queries and generate Database Insights, when such service is made available to Third Parties by FMI in the ordinary course of business. 3.1.10 Duration and Extension The term for Sample Profiling set forth in Section 3.1.4 shall commence on the Effective Date and continue for five (5) years thereafter (the Profiling Term). The Profiling Term may be extended at Roche's option, upon [……] written notice to FMI as specified in Section 19.13, for additional three (3) year periods, during any period of time in which Roche is a majority shareholder of FMI (each a Profiling Renewal Term). The term for Database Insights under Section 3.1.8 shall commence on the Effective Date and continue for five (5) years thereafter (the Database Insights Term). The Database Insights Confidential Treatment Requested* - 22 - Term may be extended at Roche's option, upon […*…] notice to FMI as specified in Section 19.13, for additional three (3) year periods, during any period of time in which Roche is a majority shareholder of FMI (each a Database Renewal Term). During any Profiling Renewal Term and/or Database Renewal Term, if FMI increases the fees it charges to Third Parties for Sample Profiling and/or Database Insights, then FMI will notify Roche of such adjustment(s), and the Parties shall agree upon the fees to be charged to Roche during the Profiling Renewal Term and/or Database Renewal Term, subject to Article 5, for such Profiling Renewal Term and/or Database Renewal Term prior to its commencement. If FMI is unable to provide Roche with the Reserved Capacity, or to provide Roche with deliverables meeting Performance Specifications for the Sample Profiling or the Database Queries or fails to comply with Quality Standards, then Roche will have the right to terminate the Sample Profiling and/or Database Insights, as applicable, as set forth in Section 17.3.3, subject to the notice and cure provisions therein. 3.2 Immunotherapy Testing Platform Development Program 3.2.1 Scope Roche and FMI shall conduct the Immunotherapy Testing Platform Development Program pursuant to a mutually agreed R&D Plan under the direction of the Immuno-Platform Working Group. The purpose of the Immunotherapy Testing Platform Development Program is to develop an immunotherapy testing platform meeting the specifications set forth by the Immuno-Platform Working Group for profiling of cancer immunotherapy patients (the Immuno-Biomarker Discovery Platform). The Parties hope to further deploy the platform for use in Clinical Study sample profiling to identify possible signatures for immunotherapy response (Signature Identification). Roche may also, at its option, request that FMI develop CLIA immunotherapy testing Clinical Study assays for use in selecting or differentiating patients in Roche Clinical Studies in immuno-oncology (Immuno-Clinical Study Assays). 3.2.2 Immuno-Platform Working Group The Parties shall establish the Immuno-Platform Working Group within sixty (60) days after the Effective Date to operationalize the Immunotherapy Testing Platform Development. The Immuno-Platform Working Group's activities will be overseen by JRDC. The Immuno-Platform Working Group shall serve as a forum for discussion and sharing updates and information between the Parties, but shall have no decision-making authority. The Immuno-Platform Working Group shall: (i) serve as a forum for discussing the development of the Immuno-Biomarker Discovery Platform and related Products and Services, as well as Immuno-Clinical Study Assays, if applicable; (ii) serve as a forum for coordinating the Parties' efforts to carry out the R&D Plan; (iii) periodically monitor progress of activities under the R&D Plan and discuss any obstacles or delays with regard to achieving the timelines set forth therein; Confidential Treatment Requested - 23 - (iv) discuss the overall strategy, including the submission plans, for obtaining and maintaining Regulatory Approval of any of the Products and Services developed in the Immunotherapy Testing Platform Development Program; and (v) such other responsibilities as may be assigned to the Immuno-Platform Working Group in or pursuant to this Agreement or as may be mutually agreed by the Parties in writing. 3.2.3 R&D Plan The Parties will conduct the Immunotherapy Testing Platform Development Program in accordance with an R&D Plan and in compliance with Performance Specifications and Quality Standards. Unless decided otherwise by the JMC, the R&D Plan will be updated [……] by the Immuno- Platform Working Group, reviewed and recommended for approval by the JRDC and approved by the JMC. The R&D Plan will set forth (i) the scope of the Immunotherapy Testing Platform Development Program and the FTE resources that will be dedicated to the activities contemplated within the scope of the Immunotherapy Testing Platform Development Program, including the responsibilities of each Party (ii) an overall timeline and specific objectives for each year, which objectives will be updated or amended, as appropriate, by the JRDC as research progresses, and (iii) budgets for such activities. The Parties shall update the R&D Plan no later than [……] before the first anniversary of the Effective Date. The JRDC shall review the R&D Plan on an ongoing basis and may amend the R&D Plan. Any such changes shall be reflected in written amendments to the R&D Plan. 3.2.4 Responsibilities of the Parties FMI will work with Roche in accordance with the R&D Plan to develop the Immuno-Biomarker Discovery Platform, perform Signature Identification, and, as requested by Roche, develop Immuno Clinical Study Assays. Except for the contracts listed on Appendix 3.2.4, the Parties will meet and discuss existing contracts for activities that are Excepted Activities, and enact a plan for winding-down such contracts, where appropriate. Roche will work with FMI in accordance with the R&D Plan established by the Immuno-Platform Working Group, including by providing relevant samples and associated data, immuno-oncology expertise, and bioinformatics support, in each case to the extent agreed to in the R&D Plan. 3.2.5 Budget A budget for the anticipated work for the Immunotherapy Testing Platform Development forms a part of the R&D Plan. Any changes to this budget shall be reviewed by the JRDC and then submitted to the JMC for approval. 3.2.6 Duration The initial term of the Immunotherapy Testing Platform Development Program will be five (5) years beginning on the Effective Date. 3.2.7 Extension Roche shall have the right to extend the Immunotherapy Testing Platform Development Program, upon [......] written notice to FMI as specified in Section 19.13, for up to six (6) Confidential Treatment Requested* - 24 - additional one (1) year periods, during any period of time in which Roche is a majority shareholder of FMI (each a Signature Identification Renewal Term), provided, for clarity, that during any Signature Identification Renewal Term, FMI's obligations under Section 16.1 shall continue to apply to any signature identified under this Agreement but that exclusivity under Section 3.2.8 shall not apply to the Immuno-Biomarker Discovery Platform. 3.2.8 Exclusivity Except for Excepted Activities, for the lesser of (i) […*…] after the Effective Date or (ii) [……] (the Immunotherapy Exclusivity Period), FMI will work exclusively with Roche with respect to [……]. Except with regard to Excepted Activities, FMI will not (i) work directly or indirectly with any Third Party in the field of [……], (ii) use for the benefit of any Third Party the [……] or (iii) transfer to or otherwise enable any Third Party to make use of any data, technology or results from the Immunotherapy Testing Platform Development Program for [……]. Following the Immunotherapy Exclusivity Period, FMI shall have the right to work with Third Parties in the field of cancer immunotherapy, and to otherwise commercialize the Immuno-Biomarker Discovery Platform, subject to the Related Agreements. 3.2.9 Excepted Activities For any Excepted Activities, FMI shall provide copies of proposed publications Roche for review in accordance with Section 16.4. [……] For the first [……] following commercial launch by FMI of any Immuno Clinical Study Assay(s) created during or derived from the Immunotherapy Testing Platform Development, Roche and its Affiliates will be entitled to [……], for the purchase of any such Immuno Clinical Study Assay(s). 3.3 ctDNA Platform Development Program 3.3.1 Scope Roche and FMI shall conduct the ctDNA Platform Development Program, pursuant to a mutually agreed R&D Plan under the direction of the ctDNA Working Group. The purpose of the ctDNA Platform Development Program is to develop ctDNA Assays meeting the specifications set forth in the R&D Plan. 3.3.2 Working Group The Parties shall establish the ctDNA Working Group within sixty (60) days after the Effective Date to operationalize the ctDNA Platform Development. The ctDNA Working Group's activities will be overseen by JRDC. Confidential Treatment Requested - 25 - The ctDNA Working Group shall serve as a forum for discussion and sharing updates and information between the Parties, but shall have no decision-making authority. The ctDNA Working Group shall: (i) serve as a forum for discussing the development of the ctDNA Platform and ctDNA Products; (ii) serve as a forum for coordinating the Parties' efforts to carry out the R&D Plan; (iii) periodically monitor progress of activities under the R&D Plan and discuss any obstacles or delays with regard to achieving thetimelines set forth therein; (iv) discuss the overall strategy, including the submission plans, for obtaining and maintaining Regulatory Approval of any of thectDNA Products; and (v) such other responsibilities as may be assigned to the ctDNA Working Group in or pursuant to this Agreement or as may bemutually agreed by the Parties in writing. 3.3.3 R&D Plan FMI will develop the ctDNA Assays, leveraging ongoing efforts, in accordance with the R&D Plan and in compliance with Performance Specifications and Quality Standards. Unless decided otherwise by the JMC, the R&D Plan will be updated [……] by the ctDNA Working Group, reviewed and recommended for approval by the JRDC and approved by the JMC. The R&D Plan will set forth (i) the scope of the ctDNA Platform Development Program and the FTE resources that will be dedicated to the activities contemplated within the scope of the ctDNA Platform Development Program, including the responsibilities of each Party (ii) an overall timeline and specific objectives for each year, which objectives will be updated or amended, as appropriate, by the JRDC as research progresses, and (iii) budgets for such activities. The Parties shall update the R&D Plan no later than [……] before the first anniversary of the Effective Date. The JRDC shall review the R&D Plan on an ongoing basis and may amend the R&D Plan subject to approval of the JMC. Any such changes shall be reflected in written amendments to the R&D Plan. 3.3.4 Responsibilities of the Parties FMI shall, subject to all terms and conditions of this Agreement, use Commercially Reasonable Efforts to Develop the Initial Roche ctDNA Assay and the ALK ctDNA Clinical Trial Assay in accordance with the R&D Plan. FMI will work with Roche in accordance with the R&D Plan to develop ctDNA Assays. Roche will work with FMI in accordance with the R&D Plan, including by providing relevant Samples and associated data, in each case to the extent agreed to in the R&D Plan. Roche assumes no liability for use of the Genomic Analyses obtained from Samples provided under this Agreement, except as and to the extent arising out of a breach by Roche of this Agreement. - 26 - 3.3.5 Budget FMI will have sole control over, and responsibility for, the budget and funding for the anticipated work for the ctDNA Platform Development under the R&D Plan. 3.3.6 Duration The initial term of the ctDNA Platform Development Program will be twelve (12) months. 3.3.7 Extension The initial term of the ctDNA Platform Development Program may be extended by the mutual agreement of the Parties. [……] For the [……] following commercial launch by FMI of any ctDNA Assay(s) created during or derived from the ctDNA Platform Development, Roche and its Affiliates will be entitled to [……], for the purchase of any such ctDNA Assay(s). 3.3.9 Commercialization Subject to the Related Agreements, FMI shall have the right to commercialize the ctDNA Assays. The ctDNA Assays may be made commercially available to any customer, except that FMI shall not disclose to an Third Party the specific content of any ctDNA Assay developed specifically for Roche for use as a Clinical Study assay. 3.4 CDx Development Program 3.4.1 Scope Roche and FMI shall conduct the CDx Development Program pursuant to a mutually agreed R&D Plan. The activities conducted in connection with the CDx Development Program will be overseen by the JRDC. The purpose of the CDx Development Program is to develop certain companion diagnostic tests or assays (the CDx Assays) for use in connection with certain Roche products. Such CDx Assays may include those developed at Roche's request in connection with markers that have not yet been approved by the FDA for the particular tumor type/indication for which Roche is developing the relevant therapeutic (Investigational Markers) and those developed by mutual agreement of the Parties in connection with markers that are included in one or more assays approved by the FDA for the particular tumor type/indication to indicate use of a Roche therapeutic (Approved Markers). 3.4.2 Working Group For each CDx Assay under development, the Parties shall establish a working group (the CDx Platform Working Group), to operationalize the CDx Development. The Parties shall establish the first CDx Platform Working Group within sixty (60) days after the Effective Date. Each CDx Platform Working Group's activities will be overseen by JRDC. Confidential Treatment Requested* - 27 - The CDx Platform Working Group shall serve as a forum for discussion and sharing updates and information between the Parties, but shall have no decision-making authority. The CDx Platform Working Group shall: (i) serve as a forum for discussing the development of CDx Assays and related Products and Services; (ii) serve as a forum for coordinating the Parties' efforts to carry out the R&D Plan; (iii) periodically monitor progress of activities under the R&D Plan and discuss any obstacles or delays with regard to achieving the timelines set forth therein; (iv) discuss the overall strategy, including the submission plans, for obtaining and maintaining Regulatory Approval of any of the Products and Services developed in the CDx Development Program; and (v) such other responsibilities as may be assigned to the CDx Platform Working Group in or pursuant to this Agreement or as may be mutually agreed by the Parties in writing. 3.4.3 R&D Plan The Parties will conduct the CDx Development Program in accordance with the R&D Plan and in compliance with Performance Specifications and Quality Standards. Unless decided otherwise by the JMC, the R&D Plan will be updated […*…] by the CDx Platform Working Group, reviewed and recommended for approval by the JRDC and approved by the JMC. The R&D Plan will set forth (i) the scope of the CDx Development Program and the resources that will be dedicated to the activities contemplated within the CDx Development Program, including the responsibilities of each Party (ii) specific objectives for each year, which objectives will be updated or amended, as appropriate, by the JRDC as research progresses, and (iii) budgets for such activities. The Parties shall prepare a plan for activities to be conducted no later than [……] before the first anniversary of the Effective Date. The JMC shall review the R&D Plan on an ongoing basis and may amend the R&D Plan. Any such changes shall be reflected in written amendments to the R&D Plan. 3.4.4 Responsibilities of the Parties FMI will provide CDx development and testing services, including, as required by the R&D Plan, providing FDA QSR laboratory capacity to support such testing. The CDx services will be based on individual CDx R&D Plans for specific Roche assets that will be agreed upon, signed by the Parties and thereby made a part of this Agreement as Appendices 3.4.4(a), 3.4.4(b) and so on. All CDx services will be performed with appropriate systems and documentation to support eventual FDA approval of a PMA or 510(k) or, if agreed by the Parties, approval from the relevant regulatory authorities for an ROW Territory in which FMI will deliver a CDx Assay for Roche therapeutics. FMI will be responsible for performing the development work for the CDx Assays according to the individual CDx R&D Plans. Unless otherwise expressly agreed between the Parties, FMI will be responsible for seeking regulatory approval (including PMAs, 510(k)s or equivalent) for the CDx Assays. FMI will provide Roche with cross-reference letters, and shall otherwise coordinate regulatory submissions and related information, with Roche. - 28 - Roche is responsible for supplying FMI with the information and materials necessary for each CDx Assay to be developed under the CDx Development Program in accordance with the R&D Plan. Roche will be solely responsible for seeking regulatory approval for the associated Roche asset. Roche will provide FMI with cross-reference letters, and shall otherwise coordinate regulatory submissions and related information with FMI. 3.4.5 Budget Roche and FMI shall agree on a budget for each CDx Assay. The initial budget forms a part of the initial R&D Plan. 3.4.6 Duration The term of the CDx Development Program shall be five (5) years. 3.4.7 Extension Roche shall have the right to extend the term of the CDx Development Program, upon [……] prior written notice to FMI as specified in Section 19.13, for additional three (3) year periods, during any period of time in which Roche is a majority shareholder of FMI. 3.4.8 Continuing Obligations If work under an individual CDx R&D Plan is initiated during the initial term of the CDx Development Program or an extension thereof, then such work shall be completed as set forth in the applicable individual CDx R&D Plan after the initial term or extension, as applicable, in accordance with the terms set forth therein and herein (including with respect to funding obligations). 3.4.9 Commercialization Subject to the Related Agreements, FMI shall have the right to commercialize the CDx Assays. 3.5 Samples, Handling and Disposal 3.5.1 Samples Roche will provide samples to FMI that meet the FMI specimen requirements attached hereto as Appendix 3.5.1 and in accordance with the applicable R&D Plan. FMI shall not transfer the Samples or other materials obtained or received in connection with this Agreement, or any derivatives thereof, to any Third Party without Roche's prior written approval. FMI shall use the Samples and material obtained or received in connection with this Agreement solely for the performance of activities permitted under this Agreement in FMI's laboratories under suitable containment conditions in accordance with all Applicable Law. FMI shall not analyze the Samples other than as expressly provided for in this Agreement. FMI may use such Samples in accordance with the applicable R&D Plan without any obligation of compensation to the subjects from whom such Samples were obtained or any other Third Party for the intellectual property associated with, or any use of, such Samples. Confidential Treatment Requested - 29 - 3.5.2 Sample Handling and Disposal All Samples provided to FMI by or on behalf of Roche shall have been collected or shall be collected, handled, and transferred in compliance with Applicable Law and any applicable policies of any institutional review board, privacy board, or ethics committee with jurisdiction over the collection, handling, and transfer of such material or information. Upon termination of the Agreement or the Work Stream requiring the use of the Samples, or upon completion of those activities requiring use of the Samples, FMI shall promptly return to Roche unused or remaining Samples, or, at FMI's option, securely dispose of all unused or remaining Samples and provide Roche with a written notice of such disposal. Roche has authorization and all consents required for FMI to use the Samples in accordance with the R&D Plans and the Agreement. FMI shall use, store and handle all Samples in accordance with the R&D Plans and all Applicable Laws. In the event of withdrawal of a subject's consent, Roche will promptly notify FMI and FMI will destroy the corresponding unused Samples (as documented by written confirmation) or return such Samples to Roche for destruction. 3.6 Records; Reports; Audits 3.6.1 Progress Reports At least [……] during the time a Work Stream remains in effect, unless otherwise agreed by the Parties, FMI shall have the obligation to prepare and provide to the JRDC a summary presentation on the progress of the work performed by FMI in the course of each Work Stream during the preceding [……]. Promptly upon expiry of such Work Stream, other than the Molecular Information Platform Program, FMI shall provide a final written report summarizing its activities under such Work Stream and the results thereof. 3.6.2 Research Records Each Party shall maintain records of each Work Stream (or cause such records to be maintained), except Roche shall not have such obligation for the Molecular Information Platform Program, in sufficient detail and in good scientific manner as will properly reflect all work done and results achieved by or on behalf of such Party in the performance of such Work Stream. All laboratory notebooks shall be maintained for no less than the term of any Patent Rights issuing therefrom. In addition, during the Agreement and for [……] thereafter, FMI shall maintain all data provided to FMI by Roche, the Genomic Results, the FMI Advanced Genomic Analysis Results, Database Insights Database Query Results, and documentation necessary to demonstrate FMI's compliance with the terms of this Agreement, including computerized records and files, in a secure area reasonably protected from fire, theft and destruction; provided, however, that with respect to raw genomic data, FMI shall only be required to retain the original, unprocessed BAM file generated from its sequencing process and no other raw genomic data or intermediate BAM files created in processing to generate the Results. 3.6.3 Regulatory Inspections and Audit Roche shall be entitled, upon reasonable notice and during FMI's regular business hours, to visit FMI's facility (and those facilities of its subcontractors), including FMI's CLIA-compliant Confidential Treatment Requested* - 30 - facilities, to audit for quality assurance purposes its facilities, documentation and procedures used in conducting its activities pursuant to this Agreement. Such audits may be conducted up to […*…] and Roche shall use reasonable effort not to disrupt ongoing operations during such audits. FMI shall provide Roche with prompt notice of any governmental or regulatory review, audit or inspection of any of its facilities involved in the development of the Molecular Information Platform, Immunotherapy Testing Platform, ctDNA Platform, or CDx Assays, and all Products and Services resulting therefrom, and FMI's CLIA-compliant facilities. FMI shall provide Roche with (a) the results of any such review, audit or inspection (including a copy of the relevant sections of the report) to the extent such results pertain to any activities under this Agreement; and (b) the opportunity to provide assistance to FMI in responding to any such review, audit or inspection. 4. Diligence Roche and FMI shall use Commercially Reasonable Efforts to perform their respective activities contemplated by this Agreement. 5. Most Favored Customer FMI agrees that the pricing terms for Products and Services provided by FMI to Roche herein, and services provided under the Molecular Information Platform Program, are, and will be, at least as favorable as the pricing terms granted by FMI to any existing customer or collaborator for such (or substantially similar) products or services. If FMI enters into any subsequent agreement with another customer or collaborator which provides for pricing terms for substantially the same product or services at substantially the same (or a lesser) scale, which pricing terms are more favorable than those contained herein, then FMI shall notify Roche and Roche will have the right to modify this agreement to provide Roche with those more favorable pricing terms. [……]. 6. Governance 6.1 Joint Management Committee Within sixty (60) days after the Effective Date, the Parties shall establish a JMC to ensure the smooth operation of the arrangements and activities envisaged under this Agreement. 6.1.1 Members The JMC shall be composed of six (6) persons (Members). Roche and FMI each shall be entitled to appoint three (3) Members with appropriate seniority and functional expertise. Each Party may replace any of its Members and appoint a person to fill the vacancy arising from each such replacement. A Party that replaces a Member shall notify the other Party at least ten (10) days prior to the next scheduled meeting of the JMC. Both Parties shall use reasonable efforts to keep an appropriate level of continuity in representation. Both Parties may invite a reasonable number of additional experts and/or advisors to attend part or the whole JMC meeting with prior notification to the JMC. Members may be represented at any meeting by another person designated by the absent Member. One JMC representative from a Party shall chair (Chairperson) the JMC on a rotating annual calendar year basis, with the initial chairperson to be from Roche. The JMC will be made up of senior representatives from FMI and Roche, including alliance directors. The JMC may create and/or dissolve joint teams tasked with oversight of specific programs or projects, subject to overall governance by the JMC. The role of the alliance directors will be to facilitate communication and collaboration between the Parties. Confidential Treatment Requested* - 31 - 6.1.2 Responsibilities of the JMC The JMC shall have the responsibility and authority to: a) approve the R&D Plans; b) establish, disband and set expectations and mandates for JRDC, JOC, JPT and JOTs, if applicable; c) oversee the JRDC, JOC, JPT and JOTs, if applicable; d) provide financial oversight for the Immunotherapy Testing Platform Development Program and the CDx Development Program; and e) attempt to resolve any disputes escalated from the JRDC or JOC. The JMC shall have no responsibility and authority other than that expressly set forth in this section. 6.1.3 Meetings The Chairperson or his/her delegate is responsible for sending invitations and agendas for all JMC meetings to all Members at least ten (10) days before the next scheduled meeting of the JMC. The venue for the meetings shall be agreed by the JMC. The JMC shall hold meetings at least twice per calendar year, either in person or by tele-/video-conference, and in any case as frequently as the Members of the JMC may agree shall be necessary, but not more than four times a year. The Alliance Director of each Party may attend the JMC meetings as a permanent participant. 6.1.4 Minutes The Chairperson is responsible for designating a Member to record in reasonable detail and circulate draft minutes of JMC meetings to all members of the JMC for comment and review within twenty (20) days after the relevant meeting. The Members of the JMC shall have ten (10) days to provide comments. The Party preparing the minutes shall incorporate timely received comments and distribute finalized minutes to all Members of the JMC within thirty-five (35) days of the relevant meeting. The Chairperson approves the final version of the minutes before its distribution. 6.1.5 Decisions 6.1.5.1 Decision Making Authority The JMC shall decide matters within its responsibilities set forth in Section 6.1.2. 6.1.5.2 ctDNA Platform FMI will have final decision-making rights at the JMC with respect to the ctDNA Platform Development, provided that FMI may not change the timelines agree in Section 8.4, and any change to the Roche specifications (TPP) for a ctDNA Assay specifically requested by Roche as part of the R&D Plan will require Roche's prior approval. - 32 - 6.1.5.3 Consensus; Good Faith The Members of the JMC shall act in good faith to cooperate with one another and seek agreement with respect to issues to be decided by the JMC. The Parties shall endeavor to make decisions by consensus with each Party having one (1) vote. 6.1.5.4 Failure to Reach Consensus If the JMC is unable to decide a matter by consensus, then the escalation procedure in Section 6.1.5.5 shall be applied. 6.1.5.5 Escalation If the JMC is unable to decide a matter by consensus, then such matter shall be referred to the Chief Executive Officer of FMI or equivalent position or his/her nominee and the Chief Executive Officer of Roche or equivalent position or his/her nominee for resolution, who together shall use reasonable and good faith efforts to reach a decision by consensus within […*…] after the date such matter is referred to them. If the Parties still fail to reach a decision within such [……]. Any such decision shall constitute a decision of the JMC. Notwithstanding the foregoing, neither Party may exercise deciding authority (i) to impose resource or financial burdens on the other Party for a Work Stream beyond the scope set forth in an agreed upon R&D Plan for such Work Stream or Reserved Capacity under the Molecular Information Platform Program, or (ii) that would violate or amend the terms of this Agreement. The JMC will exist for the Agreement Term. 6.1.6 Information Exchange FMI and Roche shall exchange the information in relation to its activities under this Agreement through the JMC and FMI and Roche may ask reasonable questions in relation to the above information and offer advice in relation thereto and Roche shall give due consideration to FMI's input. The JMC may determine other routes of information exchange. 6.1.7 Subcommittees and Joint Operational Teams The JMC has the right to establish sub-committees or JOTs. The JRDC shall be established within thirty (30) days after the JMC is established. The JOC shall be established as soon as the JMC deems it necessary. 6.2 JRDC The JRDC shall oversee the implementation of the Work Streams and to more generally identify opportunities for value creation in research and development activities between the Parties. The JDRC shall be composed of an equal number of persons from each Party, each person having appropriate seniority and functional expertise. Each Party may replace any a person and appoint another person to fill the vacancy arising from each such replacement. The JRDC will strive to reach consensus on any matters within the committee's authority with each Party having one (1) vote. Unresolved dispute at the JRDC will be escalated to the JMC. 6.2.1 Responsibilities of the JRDC The JRDC shall have the responsibility and authority to: a) recommend the R&D Plans for approval by the JMC; b) review and recommend for approval any revisions to the R&D Plans; Confidential Treatment Requested* - 33 - c) review and oversee the execution of the R&D Plans; d) establish timelines and criteria for decision points; e) determine whether criteria have been met, including whether the criteria as to whether milestones or events have been achieved; f) review the efforts of the Parties and allocate those resources for the R&D Plans (including their budgets); g) identify appropriate resources necessary to conduct the R&D Plans; h) oversee the progress of the Work Streams; j) monitor the development costs and manage reimbursement for FMI activities under this Agreement; k) determine for Products and Services Performance Specifications and identify Quality Standards applicable to respective Work Streams; and l) attempt to resolve any disputes. The JRDC shall have no responsibility and authority other than that expressly set forth in this section. 6.3 JOC The JOC shall plan and oversee the commercial, co-marketing, educational, and/or promotion activities between the Parties and to serve as a forum for communicating generally about FMI's products and strategies for global commercialization, as such activities are further described in the US Education Collaboration Agreement and the Ex-US Commercialization Agreement. The JOC shall be composed of an equal number of persons from each Party, each person having appropriate seniority and functional expertise. A description of the roles, responsibilities, and workings of the JOC are described in the Ex-US Commercialization Agreement. Through the JOC, Roche may share with FMI knowledge and experience related to countries and markets outside the United States, and will support the design and implementation of a global expansion plan for FMI products. The JOC will strive to reach consensus on any matters within the committee's authority, with each Party having one (1) vote. Unresolved disputes at the JOC will be escalated to the JMC. 6.4 Alliance Director Each Party shall appoint one person to be the point of contact within each Party with responsibility for facilitating communication and collaboration between the Parties (each, an Alliance Director). The Alliance Directors shall be permanent participants of the JMC meetings (but not members of the JMC) and may attend JDRC, JOC and JOT meetings as appropriate. The Alliance Directors shall facilitate resolution of potential and pending issues and potential disputes to enable the JMC to reach consensus and avert escalation of such issues or potential disputes. 6.5 Limitations of Authority No committee, working group or individual shall have the authority to amend or waive any terms of this Agreement. - 34 - 6.6 Expenses Each Party shall be responsible for its own expenses including travel and accommodation costs incurred in connection with the JMC. 6.7 Lifetime The JMC shall exist during the Agreement Term. 7. Regulatory Subject to the Related Agreements, FMI, […*…], shall use Commercially Reasonable Efforts to pursue all regulatory affairs related to its products and services developed under this Agreement (collectively, Products and Services) in the Territory including the preparation, filing and maintenance of applications for regulatory approval, as well as any or all governmental approvals required to develop, have developed, make, have made, use, have used, manufacture, have manufactured, import, have imported, sell and have sold such Products and Services. Subject to the Related Agreements, FMI shall be responsible for pursuing, compiling and submitting all regulatory filing documentation, and for interacting with regulatory agencies, for all Products and Services in all countries in the Territory. Subject to the Related Agreements, FMI or its Affiliates shall own and file in their discretion all regulatory filings and Regulatory Approvals for all Products and Services in all countries of the Territory. FMI shall supply Roche with a copy of all material communications related to Products and Services to or from the Regulatory Authorities. Upon request of Roche, FMI shall supply Roche with a copy of all such communications to or from the Regulatory Authorities. Subject to the Ex-US Commercialization Agreement, FMI, [……], shall report to appropriate Redulatory Authorities in accordance with local requirements all adverse events related to use of the Products and Services in the Territory. 8. Payment 8.1 FTE Funding Roche will be responsible for funding the FTEs in accordance with the R&D Plans and budgets at the FTE Rate for performance of the research and other activities for which FMI is responsible under the R&D Plans and for the database queries. Each individual included in the funded FTEs shall possess a bachelor's degree or higher in a relevant scientific discipline and shall be experienced in the type of research or other activities to be performed by such individual under this agreement. 8.2 Molecular Information Platform Program Fees 8.2.1 Sample Profiling Fees 8.2.1.1 Reserved Capacity Fees In consideration for the Reserved Capacity and provision of the Sample Results associated with the Reserved Capacity, and subject to any reduction resulting from the application of Article 5, Roche shall pay to FMI an amount equal to [……] for [……] of the Profiling Term [… …] for the [……] of the Profiling Term (Reserved Capacity Fees). The Reserved Capacity Fees are paid as follows: [……] equal installments of [……] payable within [……] of receipt by Roche of an invoice from FMI, beginning with receipt by Roche of a first invoice from FMI issued following the Effective Date and followed by [……] additional invoices at [……] intervals thereafter. Confidential Treatment Requested - 35 - [……] equal installments of [……] payable within [……] of receipt by Roche of an invoice from FMI, beginning [……] of the Effective Date and followed by [……] additional invoices at [……] intervals thereafter. For renewal terms, the agreed upon Reserved Capacity Fee shall be paid within [……] of receipt by Roche of an invoice from FMI at [……] intervals. The Reserved Capacity Fee payments shall be [……] against Roche's Binding Order for such period, the amount of the Reserved Capacity Fee being [……]. Actual Sample Profiling costs, based on delivery of Sample Results during the [……] to which the Reserved Capacity Fee applies, shall be [……]. If actual Sample Profiling exceeds the amount of Sample Profiling paid by the Reserved Capacity Fees, then [……]. Roche shall pay FMI for [……]. If a Binding Order causes Roche to [……]. Fees for Binding Orders shall [……]. 8.2.1.2 Per Sample Profiling Fees The per Sample Profiling fees (notwithstanding the Reserved Capacity Fee) shall be as follows: [……]. 8.2.2 Molecular Information Database Access and Database Queries Fees For Molecular Information Database Access and performance of Database Queries by FMI, Roche will pay FMI a total of [……] of the Database Term, (the Database Access Fee), which is comprised of funding for [……] FTEs, each at the FTE Rate, for performance of such Database Queries and delivery of Database Insights, and a Database Access Fee of [……]. Roche shall pay to FMI the Database Access Fee [……] installments of [……], each payable every [……] of the Database term and within [……] after receipt by Roche of an invoice from FMI. 8.3 Immunotherapy Testing Platform Development Budget and Fees 8.3.1 R&D Plan Budget Roche shall be solely responsible for Roche's costs under the Immunotherapy Testing Platform Development Budget. Roche will pay FMI [……] of FMI Development Cost as agreed in the Immunotherapy Testing Platform Budget for development of the Immuno- Biomarker Discovery Platform. Roche will pay [……] of FMI Development Cost as agreed in the Immunotherapy Testing Platform Budget for Signature Identification. Confidential Treatment Requested - 36 - Such reimbursement of FMI Development Cost shall be paid [……] in arrears. Each [……], FMI shall invoice Roche for its share of FMI Development Cost incurred in the previous [……]. Invoices shall be payable within [……] after receipt by Roche of an invoice from FMI. 8.3.2 Payments for Achieving Certain Immunotherapy Testing Platform Development Events In addition to payment of the Immunotherapy Testing Platform Development Budget as specified above, Roche shall pay FMI: (i) [……] on Initiation of the first Roche Clinical Study utilizing a Clinical Study assay, [……]. (ii) [……] on Initiation of the first Roche Clinical Study utilizing a Clinical Study assay, [……]. (iii) [……] on Initiation of the first Roche Clinical Study utilizing a Clinical Study assay, [……]. 8.3.3 Immuno Clinical Study Assays requested by Roche Roche will pay [……] of FMI's Development Costs for development of Immuno Clinical Study Assays as may be requested by Roche, subject to an agreed upon budget for such development as provided for in Section 3.2.5. 8.3.4 Immunotherapy CDx Assays If the Parties chose to develop an Immunotherapy CDx Assay, they the Parties shall agree to Roche paying certain costs and milestones for such Immunotherapy CDx assay. 8.4 ctDNA Platform Financial Terms FMI will be responsible for all FMI Development Cost for the ctDNA Platform Development. As part of the agreed upon ctDNA R&D Plan, FMI will provide sample testing performed under such ctDNA R&D Plan at no cost to Roche (other than Roche's cost in supplying FMI the Samples specified in the ctDNA R&D Plan). Roche will pay FMI [……] if FMI successfully [……] set forth in the R&D Plan (Initial Roche ctDNA Assay) within [……] from [… …] (the First ctDNA Milestone Date). Payment by Roche shall be made within [……] after achieving the First ctDNA Milestone Date and the receipt by Roche of an invoice from FMI. In addition, Roche will pay FMI [……] if FMI successfully [……] as agreed to in the R&D Plan; provided that [……] (the Second ctDNA Milestone Date). Payment by Roche shall be made within [……] after achieving the Second ctDNA Milestone Date and the receipt by Roche of an invoice from FMI. The Parties may develop additional ctDNA Assays for use as Clinical Study assays, subject to an agreed financial structure for such work under the R&D Plan. Such additional development work will be conducted, if at all, pursuant to an amendment to this Agreement or a separate written agreement between the Parties. Confidential Treatment Requested - 37 - 8.5 CDx Development Financial Terms 8.5.1 CDx Development Costs Roche shall pay FMI [……] of FMI Development Cost for CDx Development of Investigational markers in compliance with the investigational CDx budget that forms part of the R&D Plan. FMI shall pay [……] of the FMI Development Cost for Approved Markers. Such reimbursement of FMI Development Cost shall be paid [……] in arrears. Each [……], FMI shall invoice Roche for its share of the FMI Development Cost incurred in the [……]. Invoices shall be payable within [……] after receipt by Roche of an invoice from FMI. 8.5.2 PMA Event Payments For each PMA approval corresponding to a Roche product, Roche shall pay FMI [……], within [……] after the occurrence of such event and receipt by Roche of an invoice from FMI. 8.5.3 Commercial Success Event Payments Roche shall pay FMI the following milestone payments upon achievement of CDx Assay report volumes by tissue type within the first [……] after [……] of the associated CDx Assay as specified below: (i) CDx Assays Including Investigational/Approved Marker(s) for [……]: [……]. (ii) CDx Assays Including Investigational/Approved Marker(s) for [……]: [……]. Upon achievement of each of the CDx Assay volumes under this Section 8.5.3, FMI shall timely notify Roche and payment shall be made by Roche within [……] after achieving the applicable event and the receipt by Roche of an invoice from FMI. In the event the Parties wish to develop another CDx Assay other than those specified above for [……] and [……] pursuant to a CDx R&D Plan, the Parties shall mutually agree to [……] milestones and payments for achieving them. 8.6 General Terms All rates and costs set forth herein shall remain firm for the Agreement Term and the services to be performed under each Work Stream, unless otherwise agreed to in writing, shall be at the FTE Rate. FMI has an affirmative obligation to use Commercially Reasonable Efforts to negotiate favorable terms for all FMI Development Cost that will be passed through FMI to Roche. FMI shall extend to Roche the benefit of any and all discounts and savings provided to FMI in connection with FMI Development Cost that will be passed through to Roche. Roche shall [……], any amounts in excess of the agreed upon budget. Confidential Treatment Requested* - 38 - 8.7 Disclosure of Payments FMI acknowledges that Roche may be obligated to disclose this financial arrangement, including all fees, payments and transfers of value, as may be advisable or required under Applicable Law, including the US Sunshine Act. 9. Accounting and reporting 9.1 Timing of Payments Payments shall be made during the time periods set forth in this Agreement. If not stated explicitly, payments shall be made by Roche within [… *…] after Roche receives an invoice from FMI. 9.2 Late Payment Any payment under this Agreement that is not paid on or before the date such payment is due shall bear interest, to the extent permitted by Applicable Law, at [……] points above the average one-month Euro Interbank Offered Rate (EURIBOR), as reported by Reuters from time to time, calculated on the number of days such payment is overdue. 9.3 Method of Payment All amounts payable hereunder shall be paid in US dollars (the Payment Currency) to account(s) designated by FMI. 10. Taxes FMI shall pay all sales, turnover, income, revenue, value added, and other taxes levied on account of any payments accruing or made to FMI under this Agreement. If provision is made in law or regulation of any country for withholding of taxes of any type, levies or other charges with respect to any royalty or other amounts payable under this Agreement to FMI, then Roche or its relevant Affiliates shall promptly pay such tax, levy or charge for and on behalf of FMI to the proper governmental authority, and shall promptly furnish FMI with receipt of payment. Roche shall be entitled to deduct any such tax, levy or charge actually paid from royalty or other payment due FMI or be promptly reimbursed by FMI if no further payments are due FMI. Each Party agrees to reasonably assist the other Party in claiming exemption from such deductions or withholdings under double taxation or similar agreement or treaty from time to time in force and in minimizing the amount required to be so withheld or deducted. Confidential Treatment Requested* - 39 - It is understood between the Parties that the agreed upon and/or applied remunerations and other payments under this Agreement for all transactions between (a) FMI and (b) Roche are based on arm's length and good faith considerations. Should such remunerations for products and services or other payments nevertheless be challenged by any Governmental Authority including any tax authority in the US, or in Switzerland or other jurisdiction of Roche or its relevant Affiliates (Roche's Jurisdiction): (a) FMI and Roche or its relevant Affiliates shall fully co-operate with each other with the objective to convince the challenging authority that such remunerations for products and services and other payments are appropriate, including providing each other with copies of third party agreements if necessary to utilize as comparables to support the arm's length nature of transactions between FMI and Roche. In the event that the challenging authority is not convinced, the Parties shall request that the tax authorities in the US and in Roche's Jurisdiction initiate government-to-government procedures pursuant to the applicable bi- lateral convention for the avoidance of double taxation or similar treaty or convention (if any) between the US and Roche's Jurisdiction (Competent Authority Procedures). (b) In the event that the US tax authorities determine that such remunerations for products and services or other payments are not appropriate and levy an assessment on FMI, and such assessment results in a refund (or similar payment or credit) by or from the tax authorities in Roche's Jurisdiction to Roche or its relevant Affiliate, then Roche shall pay (or shall ensure that Roche shall pay) the amount of such refund to FMI. In the event that the tax authorities in Roche's Jurisdiction determine that such remunerations for products and services or other payments are not appropriate and levy an assessment on Roche, and such assessment results in a refund (or similar payment or credit) by or from the US tax authorities to FMI then FMI shall pay (or shall ensure that FMI shall pay) the amount of such refund to Roche. Each Party shall use its reasonable efforts to obtain such refund (or similar payment or credit). (c) In the event of such an assessment by either tax authority (an Assessment), the Parties agree to making adjustments to the relevant remunerations for products and services or other payments to levels agreed to by the tax authorities in both the US and Roche's Jurisdiction as the result of Competent Authority Procedures. 11. Auditing 11.1 Right to Audit Each Party shall keep, and shall require its Affiliates and Sublicensees to keep, full, true and accurate books of account containing all particulars that may be necessary for the purpose of calculating all payments payable under this Agreement, including, for Roche, the right to audit materials necessary to ensure compliance with the most favored customer provisions of Article 5. Such books of accounts shall be kept at their principal place of business. At the expense of the auditing Party, the auditing Party shall have the right to engage an internationally recognized, independent public accountant reasonably accept able to the other Party to perform, on behalf of such Party an audit of such books and records of the audited Party and its Affiliates, its licensees and Sublicensees, that are deemed necessary for the period or periods requested by the auditing Party and the correctness of any financial report or payments made under this Agreement, including with respect to benefits and terms complying with the most favored - 40 - customer provisions of Article 5. For avoidance of doubt, all audits under this Section shall be conducted solely by an independent public accountant as described in the foregoing sentence. Upon timely request and at least […*…] prior written notice from the auditing Party, such audit shall be conducted in the countries specifically requested by the auditing Party, during regular business hours in such a manner as to not unnecessarily interfere with the audited Party's normal business activities, and shall be limited to results in the [……] prior to audit notification. Such audit shall not be performed more frequently than [……] nor more frequently than [……] with respect to records covering, or impacting in accordance with Article 5, any specific period of time. All information, data documents and abstracts herein referred to shall be used only for the purpose of verifying payment obligations, shall be treated as the audited Party's Confidential Information subject to the obligations of this Agreement and need neither be retained more than [… …] after completion of an audit hereof, if an audit has been requested; nor more than [……] from the end of the [……] to which each shall pertain; nor more than [……] after the date of termination of this Agreement. 11.2 Audit Reports The auditors shall only state factual findings in the audit reports and shall not interpret the agreement. The auditors shall share all draft audit reports with the auditing Party before the draft report is shared with the audited Party and before the final document is issued. The final audit report shall be shared with the auditing Party at the same time it is shared with the audited Party. 11.3 Over or Underpayment If the audit reveals an overpayment by Roche, FMI shall reimburse Roche for the amount of the overpayment within [……]. If the audit reveals an underpayment by Roche, Roche shall make up such underpayment with the next payment or, if no further payments are owed by Roche, Roche shall reimburse FMI for the amount of the underpayment within [……]. The audited Party shall pay for the audit costs if the underpayment of the audited Party exceeds [……] of the aggregate amount of royalty payments owed with regard to the period subject of the audit. Section 9.2 shall apply to this Section 11.3. 11.4 Duration of Audit Rights The failure of a Party to request verification of any calculation within the period during which corresponding records must be maintained under this Article 11 will be deemed to be acceptance of the payments and reports. 12. Intellectual Property 12.1 Ownership of Inventions, data and results 12.1.1 In General Except as specifically set forth herein, FMI shall own all FMI Inventions, Roche shall own all Roche Inventions, and FMI and Roche shall jointly own all Joint Inventions. FMI and Roche each shall require all of its employees to assign all inventions related to Products and Services made by them to Roche and FMI, as the case may be. Confidential Treatment Requested - 41 - The determination of ownership of Inventions shall be determined in accordance with US inventorship laws as if such Inventions were made in the US. Except as otherwise expressly set forth herein, each Party shall retain full ownership and control of, and all rights in, its Background IP and any improvements or modifications thereto (Roche Improvement IP and FMI Improvement IP respectively). Roche Improvement IP shall mean any improvements or modifications to Roche's Background IP discovered, conceived or reduced to practice after the Effective Date in the performance of activities under this Agreement. FMI Improvement IP shall mean any improvements or modifications to FMI's Background IP discovered, conceived or reduced to practice after the Effective Date in the performance of activities under this Agreement. All materials, information, data and writings provided to FMI by or on behalf of Roche, in any form whatsoever, which were Controlled by Roche prior to being provided to FMI, shall remain the property of Roche; FMI shall acquire no right, title or interest in such materials, information, data and writings as the result of its activities under this Agreement. Except as specifically set forth herein, this Agreement shall not be construed, by implication, necessity or otherwise as (i) giving any of the Parties any license, right, title, interest in or ownership to the Confidential Information; (ii) granting any license or right under any intellectual property rights; or (iii) representing any commitment by either Party to enter into any additional agreement. 12.1.2 For the Molecular Information Platform Program Subject to the license granted to FMI under Section 2.1.2, Roche shall exclusively own all right title and interest to any information, results, and intellectual property from any Clinical Study undertaken or supported by Roche, including, without limitation, the Sample Results and information and results from any Sample Profiling. FMI shall assign to Roche its rights to any intellectual property in or arising from the Sample Results (except for FMI Improvements). Except as otherwise set forth herein, FMI shall exclusively own all right, title, and interest to any improvements or modifications to the FMI Genomic Analysis Platform that arise in connection with the performance of the work under the Molecular Information Platform Program. Roche shall exclusively own all information, results, and intellectual property from Advanced Genomic Analyses performed on Roche samples (Roche-Owned Advanced Genomic Analysis Results), and any inventions arising from the Roche-Owned Advanced Genomic Analysis Results, and FMI will assign all rights to any such inventions to Roche (except for FMI Improvements). 12.1.3 For the Immunotherapy Testing Platform Program Subject to the license granted to FMI under Section 2.1.3, Roche shall exclusively own all data, results, and intellectual property therein arising from profiling samples provided by Roche to FMI for testing in the Immunotherapy Testing Platform Development (except for FMI Improvements) (Roche Immunotherapy Sample Results), and FMI shall assign to Roche all such intellectual property. FMI shall not disclose Roche Immunotherapy Sample Results to third parties or use such results in work with Third Parties. - 42 - Roche shall exclusively own, and FMI shall assign to Roche, all intellectual property arising from the Immunotherapy Testing Platform Development that Covers methods of treatment, stratifying patients, or identifying patients that would benefit from a particular treatment, and all other methods useful in connection with the therapeutic treatment of a patient. To the extent third-party intellectual property must be licensed for the Immunotherapy Testing Platform Development, Roche and FMI shall jointly decide on an appropriate in-licensing strategy and negotiate a fair cost sharing between the Parties in good faith; provided however, that FMI shall retain the right to take such a license at its own cost on such terms as it shall determine if the Parties cannot reach a timely agreement on how to proceed. 12.1.4 For the ctDNA Program Subject to the license granted to FMI under Section 2.1.4, Roche shall exclusively own all data, results, and intellectual property arising from the profiling of Roche samples in the ctDNA Platform Development Program (Roche ctDNA Sample Results). FMI shall not disclose Roche ctDNA Sample Results to third parties or use such results in work with third parties. 12.1.5 For the CDx Development Program Subject to the license granted to Roche under Section 2.1.5, FMI shall exclusively own all intellectual property arising from the CDx Development that Covers the CDx Assays (FMI CDx IP). Roche shall exclusively own all data, results, and intellectual property arising from analysis of its samples in the relevant CDx Development as well as all intellectual property arising from the CDx Development Program to the extent that it is reasonably related to or Covers the relevant Roche product including the use, formulation, and methods of treatment for the relevant Roche product (Roche CDx Development IP). To the extent third-party intellectual property must be licensed for the Investigational CDx Development or commercialization of the Investigational CDx Assays, Roche and FMI shall jointly decide on an appropriate in-licensing strategy and negotiate a fair cost sharing between the Parties in good faith. 12.2 German Statute on Employee's Inventions In accordance with the German Statute on Employees' Inventions, each Party agrees to claim the unlimited use of any Invention conceived, reduced to practice, developed, made or created in the performance of, or as a result of, any Research Program by employees of any German Affiliates or any other persons acting on behalf of such German Affiliates. For the avoidance of doubt, each Party is responsible for fulfilling the obligations towards their employees under the German Statute of Employee's Inventions. 12.3 Prosecution and Maintenance of Patent Rights Claiming FMI Inventions FMI shall, at its own expense and discretion, (i) control and Handle all FMI Foreground Patent Rights, (ii) consult with Roche as to the Handling of such FMI Foreground Patent Rights, and (iii) furnish to Roche copies of all material documents relevant to any such Handling. FMI shall furnish such documents and consult with Roche in sufficient time before any action by FMI is due to allow Roche to provide comments thereon, which comments FMI must consider. At FMI's - 43 - expense and reasonable request, Roche shall cooperate, in all reasonable ways with the Handling of all FMI Foreground Patent Rights. If FMI elects not to Handle any FMI Foreground Patent Rights under this Section 12.3, then FMI shall provide at least [……] prior written notice to Roche. Thereafter, Roche shall have the right, but not the obligation to Handle any such notified FMI Foreground Patent Rights, at its sole expense and its sole discretion. Notwithstanding the foregoing, and for clarity, FMI shall have no obligations to Roche under this Section 12.3 in regard to FMI Foreground Patent Rights relating to the Genomic Analysis Platform or the Molecular Information Database (including, without limitation, methods, procedures, and algorithms related to or embodied in each) that do not incorporate or rely on the continued use of Roche Confidential Information. 12.4 Prosecution and Maintenance of Roche Foreground Patent Rights and Joint Patent Rights Roche shall, at its own expense and discretion, control and Handle (including abandon) all Roche Foreground Patent Rights and Joint Patent Rights. If Roche elects not to Handle any Patent Rights under this Section 12.4, then Roche shall provide at least [……] prior written notice to FMI. Thereafter, FMI shall have the right, but not the obligation to Handle any such notified Patent Rights, at its sole expense and its sole discretion. 12.5 Joint Patent Team Where the Parties need to consult with each other on the Handling of Patent Rights, the Parties shall establish a joint patent team (JPT) and shall adopt procedures for interacting on patent matters. The JPT shall be subject to the oversight of the JMC. The JPT shall also serve as a forum for promptly notifying the other Party when an Invention is made by a Party. 12.6 CREATE Act It is the intention of the Parties that this Agreement is a joint research agreement as that phrase is defined in Public Law 108-53 (Create Act) and applied in 35 USC §103(c)(3). If either Party intends to overcome a rejection of a claimed invention within the FMI Foreground Patent Rights or Roche Foreground Patent Rights pursuant to the provisions of the Create Act, then the Parties, through the JPT, shall work together in good faith to agree in writing how any rejection should be overcome. 12.7 Infringement Each Party shall promptly provide written notice to the other Party during the Agreement Term of any (i) known infringement or suspected infringement by a Third Party of any FMI Background Patent Rights, FMI Foreground Patent Rights, Roche Background Patent Rights, Roche Foreground Patent Rights or Joint Patent Rights, or (ii) known or suspected unauthorized use or misappropriation by a Third Party of any FMI Background Know-How, FMI Know-How, Roche Background Know-How, Roche Know-How or Joint Know-How, and shall provide the other Party with all evidence in its possession supporting such infringement or unauthorized use or misappropriation. Within [……] after a Party provides or receives such written notice (Decision Period), the Party Handling enforcement of such Patent Right as set forth in this Section 2.7, in its sole discretion, shall decide whether or not to initiate such suit or action in the Territory and shall notify the other Party in writing of its decision in writing (Suit Notice). Confidential Treatment Requested* - 44 - For any FMI Background Patent Right or sole FMI Patent Right, FMI in its sole discretion shall decide whether or not to initiate such suit or action in the Territory. FMI shall have full discretion as to how it wishes to handle such suit and may reach Settlement under any terms and conditions it desires and retain all damages, settlement fees or other consideration received in connection therewith. Only if a Settlement could adversely affect Roche shall the written consent of Roche be required, which consent shall not be unreasonably withheld. The term adversely affect in the previous sentence shall include, among other things, […*…]. For any sole Roche Background Patent Right or Roche Patent Right, Roche, in its sole discretion, shall decide whether or not to initiate such suit or action in the Territory. Roche shall have full discretion as to how it wishes to handle such suit and may reach Settlement under any terms and conditions it desires and retain all damages, settlement fees or other consideration received in connection therewith. Only if a Settlement could adversely affect FMI shall the written consent of FMI be required, which consent shall not be unreasonably withheld. If for a Joint Patent Right, Roche decides to bring a suit or take action, once Roche provides Suit Notice, Roche may immediately commence such suit or take such action. In the event that Roche (i) does not in writing advise FMI within the Decision Period that Roche will commence suit or take action, or (ii) fails to commence suit or take action within a reasonable time after providing Suit Notice, FMI shall thereafter have the right to commence suit or take action in the Territory and shall provide written notice Roche of any such suit commenced or action taken by FMI. Upon written request, the Party bringing suit or taking action (Initiating Party) shall keep the other Party informed of the status of any such suit or action and shall provide the other Party with copies, to the extent the Initiating Party is lawfully permitted to do so, of all material documents or communications filed in such suit or action. The Initiating Party shall have the sole and exclusive right to select counsel for any such suit or action. The Initiating Party shall, except as provided below, pay all expenses of the suit or action, including the Initiating Party's attorneys' fees and court costs. Any damages, settlement fees or other consideration received as a result of such suit or action shall be allocated as follows: (a) First, to reimburse the Initiating Party for its costs and, if any remains, to the other Party for any advisory counsel fees and costs; and (b) Second, the balance, if any, shall be allocated [……]. If the Initiating Party believes it is reasonably necessary or desirable to obtain an effective remedy, upon written request the other Party agrees to be joined as a party to the suit or action but shall be under no obligation to participate except to the extent that such participation is required as the result of its being a named party to the suit or action. At the Initiating Party's written request, the other Party shall offer reasonable assistance to the Initiating Party in connection therewith at no charge to the Initiating Party except for reimbursement of reasonable out-of-pocket expenses incurred by the other Party in rendering such assistance. The other Party shall have the right to participate and be represented in any such suit or action by its own counsel at its own expense. The Initiating Party may settle, consent judgment or otherwise voluntarily dispose of the suit or action (Settlement) without the written consent of the other Party but only if such Settlement can be achieved without adversely affecting the other Party (including any of its Patent Rights). If a Settlement could adversely affect the other Party, then the written consent of the other Party would be required, which consent shall not be unreasonably withheld. Confidential Treatment Requested* - 45 - 12.8 Defense If an action for infringement is commenced against either Party, its licensees or its sublicensees related to such Party's conduct of a Work Stream within the scope of an R&D Plan then such Party shall defend such action at its own expense, and the other Party shall assist and cooperate with such Party, at its own expense, to the extent necessary in the defense of such suit. The defending Party shall have the right to settle the suit or consent to an adverse judgment thereto, in its sole discretion, so long as such settlement or adverse judgment does not adversely affect the rights of the other Party and its Affiliates (including any patent rights Controlled by any of them). The defending Party shall assume full responsibility for the payment of any award for damages, or any amount due pursuant to any settlement entered into by it with such Third Party. If the manufacture, use, importation, offer for sale or sale of any Products and Services results in any claim, suit or proceeding alleging patent infringement or trade secret misappropriation against FMI or a member of the Roche Group, then such Party shall promptly notify the other Party hereto. The Parties shall cooperate with each other in connection with any such claim, suit or proceeding and shall keep each other reasonably informed of all material developments in connection with any such claim, suit or proceeding. If a Third Party asserts that Patent Rights owned by or licensed to it are infringed by the development, manufacture, use, importation, offer for sale or sale of products arising out of this Agreement by a member of the Roche Group, or that its trade secrets were misappropriated in connection with such activity, then Roche shall have the exclusive right and responsibility to resolve any such claim, whether by obtaining a license from such Third Party, by defending against such Third Party's claims or otherwise, and shall be solely responsible for the defense of any such action, any and all costs incurred in connection with such action (including, without limitation, attorneys' and expert fees) and all liabilities incurred in connection therewith. Notwithstanding the above, Roche shall not enter into any settlement of any such claim without the prior written consent of FMI if such settlement would require FMI to be subject to an injunction or to make any monetary payment to Roche or any Third Party, or admit any wrongful conduct by FMI or its Affiliates, or would limit or restrict the claims of or admit any invalidity and/or unenforceability of any of the Patent Rights Controlled by FMI, or have any impact on activities outside the Field. 12.9 Common Interest Disclosures With regard to any information or opinions disclosed pursuant to this Agreement by one Party to each other regarding intellectual property and/or technology owned by Third Parties, the Parties agree that they have a common legal interest in determining whether, and to what extent, Third Party intellectual property rights may affect the conduct of the Work Streams and/or Products and Services, and have a further common legal interest in defending against any actual or prospective Third Party claims based on allegations of misuse or infringement of intellectual property rights relating to the conduct of the Work Streams and/or Products and Services. Accordingly, the Parties agree that all such information and materials obtained by FMI and Roche from each other will be used solely for purposes of the Parties' common legal interests with respect to the conduct of the Agreement. All information and materials will be treated as protected by the attorney-client privilege, the work product privilege, and any other privilege or - 46 - immunity that may otherwise be applicable. By sharing any such information and materials, neither Party intends to waive or limit any privilege or immunity that may apply to the shared information and materials. Neither Party shall have the authority to waive any privilege or immunity on behalf of the other Party without such other Party's prior written consent, nor shall the waiver of privilege or immunity resulting from the conduct of one Party be deemed to apply against any other Party. 13. Representations and Warranties 13.1 Mutual Representations and Warranties FMI and Roche each represent and warrant that: (a) it has all requisite power and authority to enter into and perform its obligations under this Agreement; (b) it has no outstanding agreement or obligation that is in conflict with any of the provisions of this Agreement or that would preclude its personnel from complying with the provisions hereof; (c) all of its employees, officers and consultants have executed agreements requiring assignment to it of all Inventions made by such individuals during the course of and as a result of their participation in activities under this Agreement; (d) the execution, delivery and performance of this Agreement by it and all instruments and documents to be delivered by it hereunder: (i) are within its corporate power; (ii) have been duly authorized by all necessary or proper corporate action; (iii) are not in contravention of any provision of any of its formation or governing documents; (iv) to its knowledge, will not violate any law or regulation or any order or decree of any court of governmental instrumentality; (v) will not violate the terms of any indenture, mortgage, deed of trust, lease, agreement, or other instrument to which it is a party or by which it or any of its property is bound, which violation would have an adverse effect on its financial condition or on its ability to perform its obligations hereunder; and (vi) do not require any filing or registration with, or the consent or approval of, any governmental body, agency, authority or any other person, which has not been made or obtained previously (other than approvals required under the HSR Act, Regulatory Approvals required for the sale of Products and filings with Regulatory Authorities required in connection with Products); (e) there are no claims or investigations (other than with respect to the Parties' HSR filings), pending or threatened against it or any of its Affiliates, at law or in equity, or before or by any governmental authority relating to the matters contemplated under this Agreement or that would materially adversely affect its ability to perform its obligations hereunder; and (f) neither it nor any of its Affiliates is or will be under any obligation to any person, contractual or otherwise, that is conflicting with the terms of this Agreement or that would impede the fulfillment of its obligations hereunder. - 47 - 13.2 Activities Each Party will perform all activities under this Agreement (i) in a professional manner, (ii) in conformance with the level or care and skill ordinarily exercised by other professional institutions in similar circumstances, and (iii) in compliance with Applicable Law. 13.3 Safety Data FMI represents and warrants that FMI has disclosed to Roche and will immediately continue to disclose to Roche any relevant safety data relevant to the Work Streams and assays being developed thereunder. 13.4 Third Party Patent Rights FMI represents and warrants that FMI has no knowledge of the existence of any patent or patent application owned by or licensed to any Third Party that could prevent in the Territory the activities contemplated under this Agreement. 13.5 Inventors FMI represents and warrants that FMI has obtained the assignment of, or a license under, the FMI Background Patent Rights necessary to grant the licenses granted hereunder. FMI shall obtain the assignment of, or a license under, the FMI Foreground Patent Rights necessary to grant the licenses granted hereunder. 13.6 Grants FMI represents and warrants that, to the best of FMI's knowledge and belief, FMI has the lawful right to grant Roche and its Affiliates the rights and licenses described in this Agreement. 13.7 Ownership and Validity of Know-How FMI represents and warrants that FMI's Know-How is legitimately in the possession of FMI and has not been misappropriated from any Third Party. FMI has taken reasonable measures to protect the confidentiality of its Know-How. 13.8 Data Protection (Privacy) and Security. 13.8.1 Study Data Collection FMI shall collect and process Study Data in accordance with the provisions of this Agreement and in compliance with Applicable Law with respect to the processing of Study Data, including but not limited to applicable international, US federal, state and local data protection and data security laws. 13.8.2 Data Protection To ensure the privacy and security of the health or medical data, including Study Data or other Personal Data related to this Agreement that FMI shall create, acquire, receive, maintain, or transmit as a result of entering into the Agreement, FMI shall implement adequate and reasonable safeguards to prevent the use or disclosure of such information other than as provided for in the Agreement, and to protect the confidentiality, integrity, and availability of such information. In addition, FMI shall protect all such data, in accordance with applicable international Data Protection laws and US federal and state laws and regulations. - 48 - 13.8.3 Privacy FMI understands and agrees that the confidentiality, privacy and security requirements contained in this Agreement also apply to any permitted sub-contractors, temporary employees or other third-parties who receive any health or medical data, including Study Data, or other Personal Data, as a result of this Agreement. FMI will ensure that all of these parties enter substantially similar confidentiality, privacy and security agreements with Institution. Copies of such Agreements shall be provided to Roche within seven (7) business days upon written request of Roche. 13.8.4 Training FMI shall also ensure that its own employees, as well as any permitted subcontractors, temporary employees or other Third Parties who assist FMI in performing activities under the Agreement, and who have access to any health or medical data, including Study Data or other Personal Data, as a result of this Agreement receive appropriate privacy and security training, which shall be updated periodically in accordance with applicable laws, regulations, and industry standard, or as otherwise reasonably requested by Roche. 13.8.5 Processing of Study Data FMI, its Affiliates and agents shall not collect or process health or medical data, including Study Data or any other Personal Data related to this Agreement, in a manner that involves the transfer of such Personal Data from one jurisdiction to any other jurisdiction (the EEA constituting a single jurisdiction for this purpose), without prior written consent of Roche. 13.8.6 Compliance FMI undertakes to comply with its obligations (if any) under applicable legislation to notify any supervisory authority of its collection and processing activities under this Agreement and further agrees to take all such steps as Roche may reasonably require from time to time in order to enable Roche to comply with any notification obligation applicable to Roche. 13.8.7 Data Collection FMI will ensure that it does not collect any health or medical data, including Study Data, relating to individuals other than the categories of data specified in the protocol identified in the applicable Task Order and will collect and process Study Data for the sole purpose of the study identified in the applicable Task Order and not further process such data in any other manner. 13.8.8 Disclosure FMI will not disclose health or medical data, including Study Data or any other Personal Data related to this Agreement to any Third Party outside of the requirements of this Agreement without the prior permission in writing of Roche, except where such disclosure is required by any applicable law, regulation or supervisory authority, in which case the Institution will, wherever possible, notify Roche prior to complying with any such request for disclosure and shall comply with all reasonable directions of Roche with respect to such disclosure. - 49 - 13.8.9 Document Retention FMI will have appropriate procedures in place for the destruction or purging of any medical or health data, including Study Data and any other Personal Data, related to this Agreement when the retention time that applies to the data has been reached. 13.8.10 Procedures FMI shall ensure that it has appropriate procedures in place to fulfill applicable International Data Protection laws and US federal and state or other legal requirements, should an individual request access to or changes to the health or medical data, including Study Data or any Personal Data related to this Agreement, maintained by Institution. Institution will notify Roche promptly (and in any event within […*…] after receipt) of any communication received from a Data Subject relating to the Data Subject a right to access, modify or correct Study Data and to comply with all instructions of Roche in responding to such communications. 13.8.11 Survival FMI's obligations to maintain privacy and security over medical or health data, including Study Data and other Personal Data received pursuant to this Agreement, will survive the termination or expiration of this Agreement. 13.8.12 Security Breach At any time during the processing of Persona Data, FMI shall notify Roche immediately (but no later than [……] from the date) of any Data Security Breach involving Roche data. FMI shall assist and cooperate with Roche concerning any disclosures to affected parties, government or regulatory agencies and with any other remedial measures requested by Roche or mandated by Applicable Law. 13.9 No Other Representations EXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT AND THE RELATED AGREEMENTS BEING ENTERED INTO BY THE PARTIES AT THIS TIME, THE FOREGOING REPRESENTATIONS AND WARRANTIES ARE IN LIEU OF ALL OTHER REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF PRODUCTS. IN NO EVENT SHALL EITHER FMI OR ROCHE BE LIABLE FOR SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THIS AGREEMENT BASED ON CONTRACT, TORT OR ANY OTHER LEGAL THEORY. 14. Indemnification 14.1 Indemnification by Roche Roche shall indemnify, hold harmless and defend FMI and its directors, officers, employees and agents from and against any and all losses, expenses, cost of defense (including without Confidential Treatment Requested* - 50 - limitation attorneys' fees, witness fees, damages, judgments, fines and amounts paid in settlement) and any amounts FMI becomes legally obligated to pay because of any claim or claims against it to the extent that such claim or claims arise out of Roche's and its Affiliates' actions or inactions in connection with activities under this Agreement, except to the extent such losses, expenses, costs and amounts are due to the gross negligence or willful misconduct or failure to act of FMI. 14.2 Indemnification by FMI FMI shall indemnify, hold harmless and defend Roche and its directors, officers, employees and agents from and against any and all losses, expenses, cost of defense (including without limitation attorneys' fees, witness fees, damages, judgments, fines and amounts paid in settlement) and any amounts Roche becomes legally obligated to pay because of any claim or claims against it to the extent that such claim or claims arise out of FMI's and FMI's Affiliates' actions or inactions in connection with activities under this Agreement, except to the extent that such losses, expenses, costs and amounts are due to the gross negligence or willful misconduct or failure to act of Roche. 14.3 Procedure In the event of a claim by a Third Party against a Party entitled to indemnification under this Agreement (Indemnified Party), the Indemnified Party shall promptly notify the other Party (Indemnifying Party) in writing of the claim and the Indemnifying Party shall undertake and solely manage and control, at its sole expense, the defense of the claim and its settlement. The Indemnified Party shall cooperate with the Indemnifying Party and may, at its option and expense, be represented in any such action or proceeding by counsel of its choice. The Indemnifying Party shall not be liable for any litigation costs or expenses incurred by the Indemnified Party without the Indemnifying Party's written consent. The Indemnifying Party shall not settle any such claim unless such settlement fully and unconditionally releases the Indemnified Party from all liability relating thereto, unless the Indemnified Party otherwise agrees in writing. 15. Liability THE FOREGOING REPRESENTATIONS AND WARRANTIES ARE IN LIEU OF ALL OTHER REPRESENTATIONS AND WARRANTIES NOT EXPRESSLY SET FORTH HEREIN. FMI AND ROCHE DISCLAIM ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO EACH OF THEIR RESEARCH, DEVELOPMENT AND COMMERCIALIZATION EFFORTS HEREUNDER, INCLUDING, WITHOUT LIMITATION, WHETHER THE PRODUCTS CAN BE SUCCESSFULLY DEVELOPED OR MARKETED, THE ACCURACY, PERFORMANCE, UTILITY, RELIABILITY, TECHNOLOGICAL OR COMMERCIAL VALUE, COMPREHENSIVENESS, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE WHATSOEVER OF THE PRODUCTS. 16. Obligation Not to Disclose Confidential Information 16.1 Non-Use and Non-Disclosure During the Agreement Term and for […*…] thereafter, a Receiving Party shall (i) treat Confidential Information provided by Disclosing Party as it would treat its own information of a similar nature, (ii) take all reasonable precautions not to disclose such Confidential Information Confidential Treatment Requested - 51 - to Third Parties, without the Disclosing Party's prior written consent, and (iii) not use such Confidential Information other than for fulfilling its obligations or exercising its rights under this Agreement. If any Confidential Information is required to be disclosed by the Receiving Party or its Affiliates to comply with a court or administrative order, the Receiving Party or its Affiliates, prior to making such disclosure, shall furnish as much notice as is reasonable under the circumstances to the Disclosing Party to enable it to resist such disclosure. 16.2 Permitted Disclosure Notwithstanding the obligation of non-use and non-disclosure set forth in Section 16.1, the Parties recognize the need for certain exceptions to this obligation, specifically set forth below, with respect to press releases, patent rights, publications, and certain commercial considerations. 16.3 Press Releases Following the Effective Date, the Parties will issue a joint press release announcing the existence and selected key terms of this Agreement, in a form substantially similar to the template attached as Appendix 16.3. Each Party shall provide the other with a copy of any draft press release related to the activities contemplated by this Agreement at least ten (10) Business Days prior to its intended publication for such other Party's review. The reviewing Party may provide the releasing Party with suggested modification to the draft press release. The releasing Party shall consider, and shall not unreasonably disregard, the reviewing Party's suggestions in issuing its press release. Notwithstanding the foregoing, each Party must comply with its obligations under Section 16.1 and 16.5. 16.4 Publications During the Agreement Term, the following restrictions shall apply with respect to disclosure by any Party of Confidential Information in any publication or presentation. A Party (Publishing Party) shall provide the other Party with a copy of any proposed publication or presentation at least [……] prior to submission for publication so as to provide such other Party with an opportunity to recommend any changes it reasonably believes are necessary to continue to maintain the Confidential Information disclosed by the other Party to the Publishing Party in accordance with the requirements of this Agreement. The incorporation of such recommended changes shall not be unreasonably refused; and if such other Party notifies (Publishing Notice) the Publishing Party in writing, within [……] after receipt of the copy of the proposed publication or presentation, that such publication or presentation in its reasonable judgment (i) contains an invention, solely or jointly conceived and/or reduced to practice by the other Party, for which the other Party reasonably desires to obtain patent protection or (ii) could be expected to have a material adverse effect on the commercial value of any Confidential Information disclosed by the other Party to the Publishing Party, the Publishing Party shall prevent such publication or delay such publication for a mutually agreeable period of time. In the case of inventions, a delay shall be for a period reasonably sufficient to permit the timely preparation and filing of a patent application(s) on such invention, and in no event less than [… …] from the date of the Publishing Notice. Confidential Treatment Requested* - 52 - 16.5 Commercial Considerations Nothing in this Agreement shall prevent a Party or its Affiliates from disclosing Confidential Information of the other Party to (i) governmental agencies to the extent required or desirable to secure government approval for the development, manufacture or sale of a product in the Territory and (ii) Third Parties acting on behalf of a Party, to the extent reasonably necessary to conduct the activities contemplated by this Agreement provided that such Third Parties are bound by confidentiality obligations with respect to such information that are no less stringent than those included in this Agreement. 17. Term and Termination 17.1 Commencement and Term This Agreement shall commence upon the Effective Date and continue for the Agreement Term. 17.2 Termination 17.2.1 Termination for Breach A Party (Non-Breaching Party) shall have the right to terminate this Agreement on a Work Stream-by-Work Stream basis, or, for Roche, on an Approved Marker or Investigational Marker basis in the case of the CDx Development Program, in the event the other Party (Breaching Party) is in material breach of any of its material obligations under the applicable Work Stream (or obligations pertaining to an Approved Marker or Investigational Marker program). Failure of FMI to comply materially with Performance Specifications or Quality Standards shall be considered a material breach by FMI. For avoidance of doubt, a Non-Breaching Party shall only be permitted to terminate the Work Stream (or Approved Marker or Investigational Marker program) to which a material breach of a material obligation relates. The Non-Breaching Party shall provide written notice to the Breaching Party, which notice shall identify the breach. Except in the event of a breach that, by its nature, is not amenable to cure, in which case termination may be made effective immediately, the Breaching Party shall have a period of […*…] after such written notice is provided (Peremptory Notice Period) to cure such breach or, absent withdrawal of the Non-Breaching Party's request for termination, the relevant Work Stream (or Approved Marker or Investigational Marker program) shall terminate; provided that, if the Breaching Party has a bona fide dispute as to whether such breach: (i) occurred, (ii) pertains to a material obligation, or (iii) has been cured, the Breaching Party will so notify the Non-Breaching Party, the relevant Work Stream (or Approved Marker or Investigational Marker program) shall not terminate and the expiration of the Peremptory Notice Period shall be tolled until such dispute is resolved pursuant to Section 19.2. If such dispute is resolved by finding that the Non-Breaching Party is entitled to terminate the relevant Work Stream (or Approved Marker or Investigational Marker program), the Breaching Party may have the remainder of the Peremptory Notice Period to cure such breach. If such breach is not cured within the Peremptory Notice Period, then absent withdrawal of the Non-Breaching Party's request for termination, the relevant Work Stream (or Approved Marker or Investigational Marker program) shall terminate in accordance with the notice from the Non-Breaching Party as of the expiration of the Peremptory Notice Period. 17.2.2 Insolvency A Party shall have the right to terminate this Agreement, if the other Party incurs an Insolvency Event; provided, however, in the case of any involuntary bankruptcy proceeding, such right to Confidential Treatment Requested - 53 - terminate shall only become effective if the Party that incurs the Insolvency Event consents to the involuntary bankruptcy or such proceeding is not dismissed within [……] after the filing thereof. 17.2.3 Termination by Roche without Cause Roche shall have the right to terminate the Agreement in its entirety, or on a Work Stream-by-Work Stream basis, except for the ctDNA Work Stream, upon [……] prior written notice, without cause. With regard to the CDx Development Program, Roche shall also have the right to terminate, without cause, the development of an Approved Marker and/or an Investigational Marker for inclusion in a CDx Assay, upon [……] prior written notice; provided however that this right shall expire with respect to each Approved Marker for inclusion in a particular CDx Assay at such time as FMI has completed analytical validation for such Approved Marker. With regard to the Molecular Information Platform Program, Roche shall have the right to terminate without cause either or both of the Sample Profiling or Molecular Information Database Access activities individually. 17.2.4 Termination by Roche for Frustration of Purpose Roche shall have the right to terminate the ctDNA Platform Development Program upon [……] prior written notice for frustration of purpose in the event that the Clinical Study for which the ctDNA Assay is being developed is canceled. 17.3 Consequences of Termination 17.3.1 Termination in General Upon any termination of the Agreement, a Work Stream (or Approved Marker or Investigational Marker program), or this Agreement under Section 17.2.2, (i) FMI shall promptly return to Roche unused or remaining Samples that were provided for use in a terminated Work Stream (or related to the relevant Approved Marker or Investigational Marker), or, at Roche's option, securely dispose of all such unused or remaining Samples and provide Roche with a written notice of such disposal, (ii) each Party shall wind-down their activities under the Agreement in a manner that is intended to be expeditious and to mitigate losses arising from non-cancellable expenses and financial commitments to Third Parties, (iii) upon any termination by Roche under Section 17.2.3, or by FMI under Section 17.2.1 or Section 17.2.2, that includes the Immunotherapy Testing Platform Development Work Stream, the obligations in Section 3.2.8 shall terminate, (iv) each Party shall continue to Control its own intellectual property, including Patent Rights and Know-How, and Handle its own Patent Rights, and (v) Joint Patent Rights, if any, shall be handled by Roche subject to the provisions of Section 12.4 and 12.6, and each Party shall have the right to fully exploit such Joint Patent Rights. 17.3.2 Termination by FMI for Breach by Roche or Roche's Insolvency; Termination by Roche Without Cause or for Frustration of Purpose Upon any termination by FMI for breach by Roche under Section 17.2.1, for Roche's Insolvency under Section 17.2.2, by Roche without cause under Section 17.2.3, or by Roche for frustration of purpose under Section 17.2.4: (i) The rights and licenses granted by FMI to Roche hereunder shall terminate for the terminated Agreement, or Work Stream, orportion of the Work Stream (as applicable, the Terminated Matter), on the effective date of termination; Confidential Treatment Requested - 54 - (ii) All licenses granted by Roche to FMI hereunder pertaining to the Terminated Matter become fully paid up, perpetual andirrevocable; (iii) Roche shall retain all licenses granted by FMI to Roche pertaining to intellectual property arising from work on the Terminated Matter prior to termination, provided, however, FMI shall be under no obligation to Handle any patent or patent application arising from Terminated Matters and may freely abandon (without offering Roche the right to Handle) or license (but, for clarity, not exclusively license or assign without Roche's consent if Roche retains license rights) such patent or patent application. (iv) Within [……] after the effective date of termination and receipt by Roche of an invoice from FMI, Roche shall pay to FMI thefollowing amounts: a. In the event of termination of the Molecular Information Platform Program Work Stream, Roche shall pay FMI all [… …] that would be owed over the remainder of the Agreement Term, or any [……], plus any applicable incremental per Sample Profiling Fees for Sample Profiling performed by FMI during the year in which termination occurs that are [……]; b. In the event of termination of the Immunotherapy Testing Platform Development Work Stream, (1) for avoidance of doubt, Roche shall pay FMI Roche's share of any FMI Development Costs incurred in connection with the Immunotherapy Testing Platform Development Work Stream as of the effective date of termination that were not previously paid by Roche; (2) (A) if the effective date of termination occurs prior to FMI's completion of the Immuno- Biomarker Discovery Platform, then Roche will pay FMI for the entirety of the FMI Development Costs FMI incurred in connection with FMI's performance of the Immunotherapy Testing Platform Development Work Stream, excluding any portion that was previously paid by Roche, or (B) if the effective date of termination occurs after FMI's commencement of Signature Identification services, then Roche will pay FMI for the entirety of the FMI Development Costs FMI incurred prior to the effective date of termination in connection with any ongoing performance of Signature Identification work by FMI, excluding any portion of such FMI Development Costs that was previously paid by Roche or that is payable by Roche under the foregoing clause (1); and (3) Roche shall pay FMI in accordance with Section 8.3.2 with respect to signatures developed by FMI prior to the effective date of termination. c. In the event of termination of the ctDNA Platform Development Program Work Stream, Roche shall have no contractual payment obligation under this Section 17.3.2; provided, however, that Roche shall be obligated to honor payment obligations triggered prior to the effective date of termination; d. In the event of termination of the CDx Development Program Work Stream: for avoidance of doubt, Roche shall pay any FMI Development Costs in connection with the development of an Investigational Marker as specified by Section 8.5.1 incurred as of the effective date of termination that were not previously paid by Roche and any non-cancellable commitments reasonably incurred by FMI in Confidential Treatment Requested - 55 - anticipation of receiving PMA with regard to any Investigational Marker to the extent not re-allocable to FMI's other business activities, including without limitation, all accrued amounts under any individual CDx R&D Plan entered into by the Parties as described in Section 3.4.8 above; (ii) if the effective date of such termination is after FMI has completed analytical validation of any Investigational Marker for inclusion in a CDx Assay, then Roche shall remain obligated to pay a fee for each such terminated Investigational Marker equal to [……] upon PMA approval; and (iii) the milestone payments specified under Section 8.5.3 shall apply with respect to CDx Assays containing any Approved Marker and/or Investigational Marker; and e. In the event of termination of the Agreement in its entirety under 17.2.2, Roche shall pay to FMI all amounts under theforegoing subsections (a) through (d) (inclusive) as applicable, if such fees become payable. (v) FMI shall retain all rights and remedies available to it under law and equity in connection with breach by Roche under Section 17.2.1 or other termination under Section 17.2.2, Section 17.2.3, or 17.2.4, provided, however, that in the case of termination of the Molecular Information Platform Program under Section 17.2.1 or Section 17.2.3 above, FMI's exclusive remedy (other than for breach of confidentiality under Section 16.1) shall be the accelerated payments specified under Section 17.3.2(iv)a. For avoidance of doubt, in the event FMI terminates the Agreement in its entirety due to Roche's Insolvency, all Work Streams and other activities under the Agreement will be deemed to be terminated and all of the applicable effects of termination in this Section 17.3.2 shall apply. 17.3.3 Termination by Roche for Breach by FMI or FMI Insolvency Upon any termination by Roche for breach by FMI under Section 17.2.1 or FMI's Insolvency, under Section 17.2.2: (i) The rights and licenses granted by Roche to FMI under Section 2.1 shall terminate for each terminated Work Stream, on theeffective date of termination, except that the rights granted to FMI under Section 2.1.2 shall survive such termination; (ii) All licenses granted by FMI to Roche hereunder pertaining to a terminated Work Stream become fully paid up, perpetual andirrevocable; (iii) The [……] under Section 3.2.10 shall survive termination of the Immunotherapy Testing Platform Development Work Stream; (iv) The [……] under Section 3.3.9 shall survive termination of the ctDNA Platform Development Program Work Stream; (v) Within [……] after the effective date of termination and receipt by Roche of an accounting from FMI, FMI shall pay to Roche any unused Reserved Capacity Fees and Database Access Fees previously paid pursuant to Section 8.2.1.1 or any other unused and pre-paid amounts; Confidential Treatment Requested - 56 - (vi) FMI shall transfer to Roche all FMI Know-How, other than FMI Know-How pertaining to the Molecular Information Platform Program, necessary for Roche to practice the Terminated Matter, solely for the purposes or practicing the Terminated Matter, including any necessary algorithms; and (vii) Roche shall retain all rights and remedies available to it under law and equity in connection with such breach by FMI. For avoidance of doubt, in the event Roche terminates the Agreement in its entirety due to FMI's Insolvency, all Work Streams and other activities under the Agreement will be deemed to be terminated and all of the applicable effects of termination in this Section 17.3.3 shall apply. 17.3.4 Direct License Irrespective of anything to the contrary in this Agreement, any existing, permitted sublicense granted by a Party under this Agreement (and any further sublicenses thereunder) shall, upon a termination of the license granted hereunder that pertains to such sublicense, shall terminate; provided that if the licensee Party so requests in writing, the licensor Party shall negotiate with the relevant sublicensee towards the grant of a direct license of rights, provided that such sublicensee is not then in breach of its sublicense agreement with the licensee Party. 17.4 Other Obligations Termination of this Agreement by a Party, for any reason, shall not release Roche from any obligation to make payments to FMI that are due and payable prior to the effective date of termination. Termination of this Agreement by a Party, for any reason, will release Roche from any obligation to any payments to FMI that would otherwise become due or payable on or after the effective date of termination. 17.5 Survival In addition to any provisions that expressly survive in accordance with Article 17.3, Article 1 (Definitions, to the extent necessary to interpret the Agreement), Section 3.5.2 (Sample Handling and Disposal, to the extent applicable), Section 10 (Taxes), Section 12.1 (Ownership of Inventions), Section 12.9 (Common Interest Disclosures), Section 13.8.11 (Survival of Privacy and Security Obligations), Article 14 (Indemnification), Article 16 (Obligation Not to Disclose Confidential Information), Section 17.3 (Consequences of Termination), Section 17.5 (Surival), Section 19.1 (Governing Law), and Section 19.3 (Arbitration) shall survive any expiration or termination of this Agreement for any reason. Notwithstanding the foregoing, any provision of this Agreement that is intended by its very nature to survive expiration or termination of this Agreement shall also survive. 18. Bankruptcy All licenses (and to the extent applicable rights) granted under or pursuant to this Agreement by FMI to Roche are, and shall otherwise be deemed to be, for purposes of Section 365(n) of Title 11, US Code (the Bankruptcy Code) licenses of rights to intellectual property as defined under Section 101(35A) of the Bankruptcy Code. Unless Roche elects to terminate this Agreement, the Parties agree that Roche, as a licensee or sublicensee of such rights under this Agreement, shall retain and may fully exercise all of its rights and elections under the Bankruptcy Code, subject to the continued performance of its obligations under this Agreement. - 57 - 19. Miscellaneous 19.1 Governing Law This Agreement shall be governed by and construed in accordance with the laws of New York, US, without reference to its conflict of laws principles, and shall not be governed by the United Nations Convention of International Contracts on the Sale of Goods (the Vienna Convention). 19.2 Disputes Unless otherwise set forth in this Agreement, in the event of any dispute in connection with this Agreement, such dispute shall be referred to the respective executive officers of the Parties designated below or their designees, for good faith negotiations attempting to resolve the dispute. The designated executive officers are as follows: For FMI: CEO For Roche: Head of Roche Partnering 19.3 Arbitration Should the Parties fail to agree within [……] after such dispute has first arisen, it shall be finally settled by arbitration in accordance with the Rules of American Arbitration Association (AAA) as in force at the time when initiating the arbitration. The tribunal shall consist of three arbitrators. The place of arbitration shall be New York, New York, US. The language to be used shall be English. 19.3.1 Arbitrators Each Party shall nominate one arbitrator. Should the claimant fail to appoint an arbitrator in the request for arbitration within [……] of being requested to do so, or if the respondent should fail to appoint an arbitrator in its answer to the request for arbitration within [……] of being requested to do so, the other Party shall request the AAA to make such appointment. The arbitrators nominated by the Parties shall, within [……] from the appointment of the arbitrator nominated in the answer to the request for arbitration, and after consultation with the Parties, agree and appoint a third arbitrator, who will act as a chairman of the Arbitral Tribunal. Should such procedure not result in an appointment within the [……] time limit, either Party shall be free to request the AAA to appoint the third arbitrator. Where there is more than one claimant and/or more than one respondent, the multiple claimants or respondents shall jointly appoint one arbitrator. Any Party-appointed arbitrator or the third arbitrator resigns or ceases to be able to act, a replacement shall be appointed in accordance with the arrangements provided for in this clause. The language of the arbitration shall be English. Documents submitted in the arbitration (the originals of which are not in English) shall be submitted together with an English translation. 19.3.2 Decisions; Timing of Decisions The arbitrators shall render a written opinion setting forth findings of fact and conclusions of law with the reason therefor stated, within no later than [……] from the date on which the arbitrators were appointed to the dispute. A transcript of the evidence adduced at the arbitration hearing shall be made and, upon request, shall be made available to each Party. Confidential Treatment Requested - 58 - The time periods set forth in the AAA Arbitration Rules shall be followed; provided however that the arbitrators may modify such time periods as reasonably necessary to render a written opinion in accordance with this Section 19.3.2. The Arbitrator is empowered to award any remedy allowed by law, including money damages, prejudgment interest and attorneys' fees, and to grant final, complete, interim, or interlocutory relief, including injunctive relief. This arbitration agreement does not preclude either Party seeking conservatory or interim measures from any court of competent jurisdiction including, without limitation, the courts having jurisdiction by reason of either Party's domicile. Conservatory or interim measures sought by either Party in any one or more jurisdictions shall not preclude the Arbitral Tribunal granting conservatory or interim measures. Conservatory or interim measures sought by either Party before the Arbitral Tribunal shall not preclude any court of competent jurisdiction granting conservatory or interim measures. In the event that any issue shall arise which is not clearly provided for in this Section 19.3, the matter shall be resolved in accordance with the AAA Arbitration Rules. Any arbitration proceeding hereunder shall be confidential and the arbitrators shall issue appropriate protective orders to safeguard each Party's Confidential Information. Except as required by law, neither Party shall make (or instruct the arbitrators to make) any public announcement with respect to the proceedings or decision of the arbitrators without prior written consent of the other Party. The existence of any dispute submitted to arbitration, and the award, shall be kept in confidence by the Parties and the arbitrators, except as required in connection with the enforcement of such award or as otherwise required by Applicable Law. Notwithstanding anything to the contrary in this Agreement, any and all issues regarding the scope, construction, validity and/or enforceability of any Patent Rights shall be determined in a court of competent jurisdiction under the local patent laws of the jurisdictions having issued the Patent Rights in question. Notwithstanding anything to the contrary in this Agreement, any and all issues regarding a breach or alleged breach of a Party's obligations under Article 16 (Obligation Not to Disclose Confidential Information) shall be determined in a court of competent jurisdiction under the laws of New York, with express exclusion of its conflict of laws principles. 19.4 Assignment Neither Party shall have the right to assign the present Agreement or any part thereof to any Third Party other than Affiliates without the prior written approval of the other Party. 19.5 Debarment and Exclusion 19.5.1 Past Activities Each Party represents and warrants that it has never been debarred under 21 U.S.C. §335a, disqualified under 21 C.F.R. §312.70 or §812.119, sanctioned by a Federal Health Care - 59 - Program (as defined in 42 U.S.C §1320 a-7b(f)), including without limitation the federal Medicare or a state Medicaid program, or debarred, suspended, excluded or otherwise declared ineligible from any other similar Federal or state agency or program. In the event a Party receives notice of debarment, suspension, sanction, exclusion, ineligibility or disqualification under the above-referenced statutes, such Party shall immediately notify the other Party in writing and such other Party shall have the right, but not the obligation, to terminate this Agreement, effective, at such other Party's option, immediately or at a specified future date. 19.5.2 Future Activities Each Party agrees that, to the best of its knowledge, none of its employees or agents conducting activities on its behalf under the Agreement is currently or will be during the term of this Agreement, debarred under 21 U.S.C. §335a, disqualified under 21 C.F.R. §312.70 or §812.119, sanctioned by a Federal Health Care Program (as defined in 42 U.S.C §1320 a-7b(f)), including without limitation the federal Medicare or a state Medicaid program, or debarred, suspended, excluded or otherwise declared ineligible from any other similar Federal or state agency or program. In the event a Party learns that any such employee or agent becomes so debarred, sanctioned, suspended, excluded or declared ineligible or is the subject of proceedings that may result in such debarment, sanction, suspension, exclusion or ineligibility, it will promptly so notify the other Party and will no longer allow such employee or agent to conduct activities under this Agreement. 19.6 Independent Contractor No employee or representative of either Party shall have any authority to bind or obligate the other Party to this Agreement for any sum or in any manner whatsoever or to create or impose any contractual or other liability on the other Party without said Party's prior written approval. For all purposes, and not- withstanding any other provision of this Agreement to the contrary, FMI legal relationship to Roche under this Agreement shall be that of independent contractor. 19.7 Unenforceable Provisions and Severability If any of the provisions of this Agreement are held to be void or unenforceable, then such void or unenforceable provisions shall be replaced by valid and enforceable provisions that will achieve as far as possible the economic business intentions of the Parties. However the remainder of this Agreement will remain in full force and effect, provided that the material interests of the Parties are not affected, i.e. the Parties would presumably have concluded this Agreement without the unenforceable provisions. 19.8 Waiver The failure by either Party to require strict performance and/or observance of any obligation, term, provision or condition under this Agreement will neither constitute a waiver thereof nor affect in any way the right of the respective Party to require such performance and/or observance. The waiver by either Party of a breach of any obligation, term, provision or condition hereunder shall not constitute a waiver of any subsequent breach thereof or of any other obligation, term, provision or condition. 19.9 Appendices All Appendices to this Agreement shall form an integral part to this Agreement. - 60 - 19.10 Entire Understanding This Agreement contains the entire understanding between the Parties hereto with respect to the within subject matter and supersedes any and all prior agreements, understandings and arrangements, whether written or oral. 19.11 Amendments No amendments of the terms and conditions of this Agreement shall be binding upon either Party hereto unless in writing and signed by both Parties. 19.12 Invoices All invoices that are required or permitted hereunder shall be in writing and sent by FMI to Roche at the following address or other address as Roche may later provide: F. Hoffmann-La Roche Ltd Kreditorenbuchhaltung 4070 Basel Switzerland 19.13 Notice All notices that are required or permitted hereunder shall be in writing and sufficient if delivered personally, sent by facsimile (and promptly confirmed by personal delivery, registered or certified mail or overnight courier), sent by nationally recognized overnight courier or sent by registered or certified mail, postage prepaid, return receipt requested, addressed as follows: if to FMI, to: Foundation Medicine, Inc. 150 Second Street Cambridge, Massachusetts 02141 Attn: Legal Department Facsimile No.: +1 617 418 2201 if to Roche, to: F. Hoffmann-La Roche Ltd Grenzacherstrasse 124 4070 Basel Switzerland Attn: Legal Department Facsimile No.: +41 61 688 13 96 and: Hoffmann-La Roche Inc. 150 Clove Road Suite 8 Little Falls, New Jersey 07424 US Attn. Corporate Secretary Facsimile No.: +1 973 890-8433 - 61 - or to such other address as the Party to whom notice is to be given may have furnished to the other Party in writing in accordance herewith. [Signature Page Follows] - 62 - IN WITNESS WHEREOF, the Parties have entered into this Agreement as of the Effective Date. Foundation Medicine, Inc. /s/ Steven J. Kafka Name: Steven J. Kafka Title: Chief Operating Officer F. Hoffmann-La Roche Ltd /s/ Jason Coloma /s/ Stefan Arnold Name: Jason Coloma Name: Stefan Arnold Title: Global Head of Venture & Innovation, Roche Partnering Title: Head Legal Pharma Hoffmann-La Roche Inc. /s/ John P. Parise Name: John P. Parise Title: Authorized Signatory Appendix 1.28 Excluded Patent Rights [……]. Confidential Treatment Requested* A-1 Appendix 1.57 […*…] Confidential Treatment Requested A-2 Appendix 1.64 [……] Confidential Treatment Requested* A-3 Appendix 3.1.3 Form of Task Order TASK ORDER FOR MOLECULAR INFORMATION PLATFORM AGREEMENT This [Insert number of Task Order] Task Order is effective as of the last date below (Task Order # Effective Date. TASK: [Insert Task Name] FMI Reference Number: [Insert FMI Reference Number] Roche Contact: [Insert Roche Contact] This Task is divided into the following six sections: A. Task Activities - Description of the Task Activities to be performed. B. Schedule - Task start date, projected end date and checkpoint dates (if any). C. Dependencies - Obligations, technology requirements. D. Deliverables - Identifiable work product resulting from the Task. E. Fee - Fixed price or time & materials rates and payment schedules. F. Special Terms - Terms applicable to this specific effort not addressed by this Agreement. A. Task Activities [Describe Task Activities to be provided] B. Schedule [Describe schedule for Task Activities to be provided and specify the duration of the Task Activities] C. Dependencies [Describe dependencies as relating to the Task Activities] D. Deliverables [Describe deliverables as relating to the Task Activities] E. Fee [Describe payment schedule and form of payment for the Task Activities] F. Special Terms [Describe any special terms for the Task Activities] Signatures of Project Managers FMI ROCHE By: By: Name: Name: Title: Title: Date: Date: A-5 Appendix 3.1.6 […*…] Confidential Treatment Requested A-6 Appendix 3.2.4 Excluded Contracts [……] Confidential Treatment Requested* A-7 Appendix 3.5.1 FMI Specimen Requirements Appendix 16.3 Form of Press Release A-9 Question: Highlight the parts (if any) of this contract related to Cap On Liability that should be reviewed by a lawyer. Details: 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.	135073
task310_race_classification	task310-6f1ced753d2c4507bde9606639e6287d	In this task, you're given an article, a question which often contains a blank, four options (associated with "A", "B", "C", "D") and the answer to that question. Your task is to classify whether the given answer is correct or not by providing "Yes" or "No", based on the article. Article: Fear plays no part in this latest problem."I'm not afraid I'll lose my children.I won't lose my children. We live together, and nothing, nothing," she repeats, her voice rising when speaking to John's lawyer, "will stop me from being with my children. A law? Yeah, right. Don't disturb me when it comes to my children. You are never going to win. If John wants to see them, I cannot stop him. He's their father--I want them to see him! However, his visit in his present condition will disturb the children's stable life." John, who has spent much of his time in California, recently, has only hired a house for himself in Pennsylvania, according to his lawyer. "If he'd like to stick to a regular life, I'd be more than happy to do that," Jane says. "The best thing for any child of a divorced parent is a stable life. I want nothing more than for him to set up a stable life for himself, so that he can be part of making our children's lives more stable. " While matters of money and care won't be settled for weeks, Jane hardly puts her life on hold. Last week the ABC network announced that Jane would return with her own show, Twist of Jane, in which she gives advice to other moms.Jane and her eight children will also return to ABC in a series of Jane Plus 8 specials showing them on various adventures.It's a rest for Jane, who insists that she needs her new,busy life to provide for her family."I have to lead such a life, and I'm thankful that I've built it to the top where now I can support my children."she says. And whether a bellicose dance judge or a bellicose former wife, Jane plans to keep on facing attacks on her. "Some people try to knock me down--only to make me more fierce,more protective,more determined to do better,"she says."Go ahead, take me on. This will just make me stronger." Question: Which word can best describe Jane? Options: (A) Proud. (B) Fierce. (C) Determined. (D) Independent Asnwer: D	No
task1730_personachat_choose_next	task1730-2dc59df159654df8aa25784220b7099b	You will be given a person's personality, and a history of a conversation this person has had. You will be given four candidate sentences to complete the conversation, based on the context. Choose one and answer with the text. Personality: I believe dragons are real. I should beverage been born a prince. I play D and D. I hate talking to people. Chat history: -Hi, what do you like to do for fun. Candidates 1) Meaning I feel sympathy because I got hit by a car one time and I was injured. 2) I am currently unemployed but I am trying to find work. 3) So working from home too? I do as well. I love the freedom. 4) Hi how are you today.	Hi how are you today.
task1325_qa_zre_question_generation_on_subject_relation	task1325-69daaf2df9a240d4bf9d07715cf07eb3	You will be given a context, a subject and a relation. Your task is to generate a question based on the subject and relation. The generated question should include the given subject. Try to use a minimum number of words that are not present in either context, subject or relation while generating question. Context : Hans-Georg von Seidel (11 November 1891 -- 10 November 1955) was a German military leader who served in the German Army during World War I and in the Luftwaffe (German Air Force) during World War II. Seidel was promoted to the rank of General der Flieger (General of the Air). Subject : Hans-Georg von Seidel Relation : conflict	In which war did Hans-Georg von Seidel participate?
task379_agnews_topic_classification	task379-fe616008a72a43899cbb5f3338ab821b	In this task, you are given a news article. Your task is to classify the article to one out of the four topics 'World', 'Sports', 'Business', 'Sci/Tech' if the article's main topic is relevant to the world, sports, business, and science/technology, correspondingly. If you are not sure about the topic, choose the closest option. Note that URLs in the text have been replaced with [Link]. Lilly inspires Blue Jays Ted Lilly struck out a career-high 13 batters to help hosts Toronto Blue Jays blank the Boston Red Sox 3-0. Lilly #39;s performance was a club record for most strikeouts by a left-handed pitcher and helped end	Sports
task080_piqa_answer_generation	task080-3c01a532320b4ca486d245379a95b6a0	In this task the focus is on physical knowledge about the world. Given the provided goal task in the input, describe a process that would lead to the asked outcome. This process often involves physical motions with objects, such as moving them, arranging them in a certain way, mixing them, shaking them, etc. To absorb extra salt that has been added to a dish,	add a peeled potato in to take in some of the salt.
task638_multi_woz_classification	task638-a5e1ff76de0e467f803f9e7c17bf7791	You are shown a conversation between a user and system. Identify who has spoken the indicated sentence based on the conversation. Sentence1: The Parkside Police Station's telephone number is 01223358966. Are you in need of medical assistance? The Addenbrookes Hospital's Telephone number is 01223245151 Sentence2: Oh no! The telephone number for the police is 01223358966, their address is Parkside, Cambridge, and their postcode is CB11JG. I hope no one was injured! Sentence3: I hope you get it all settled quickly! Goodbye! Sentence4: Thanks for the information. I have to be going. Goodbye. And thanks again. Sentence5: Help! I was in a car accident dispute! Sentence6: I was in a car accident dispute and need some info. I need a phone number, address, and postcode. Question: Who has spoken the sentence 5? (A) User (B) System	Answer: (B) System
task183_rhyme_generation	task183-a80a7eee66dd4c8882c3a10fa6bf7827	Given an input word generate a word that rhymes exactly with the input word. If not rhyme is found return "No" square	bear
task283_dream_incorrect_answer_generation	task283-d8bf7a52cb6b407583178920a4cd82e4	In this task, you will be shown a conversation and a question. You need to write an implausible answer to the question. Even though there exist multiple wrong answers, we only need a single wrong answer. "W" and "M" in the conversations stand for "woman" and "man". M: Parcel Express, good morning! How can I help you? W: Good morning. I'm thinking of sending a parcel to New York next week. Can you tell me what the procedure is, please? M: Certainly. When you ring us, we need the following information. The invoice address: that's probably your address, isn't it? And then, the pickup address. That's different. And the contact phone number. W: Just a moment. I'm taking notes. Phone number, right. M: Then we need the full name, address and phone number of the person you are sending the parcel to. W: Ok, anything else? M: Yes, the weight and dimensions of the parcel. That's height, weight and length. And the value of the goods and full description. W: Value, description. M: Yes, but don't seal the parcel. You need to leave it open so that the driver can check the contents when he collects it. After the recent bombing, the airline said that we'd have to check all parcels. They told us we had to do it. W: Fine. Now last question. How long will the parcel take to get to New York? M: One to two working days. There are daily flights at midday. And if we collect the parcel from you at 10:15 then your parcel catches that flight and it will arrive in 24 hours. W: Right. Thank you very much. You've been very helpful. M: Not at all. Goodbye. W: Goodbye., Question: Parcel Express needs the following details about the sender EXCEPT	address
task381_boolq_question_generation	task381-e83f139dc284433983409b27ee1de42a	You will be given a passage, and your task is to generate a Yes/No question that is answerable based on the given passage. Although capable of living indoors with humans similarly to cats or dogs, pet skunks are relatively rare, partly due to restrictive laws and the complexity of their care. Pet skunks are mainly kept in the United States, Canada, Germany, the Netherlands, Poland, and Italy.	can you own a pet skunk in canada?
task589_amazonfood_summary_text_generation	task589-6758888703fe435c929acfe3993bca58	In this task, you're given a review from Amazon's food products. Your task is to generate a short summary of the given review in the input. Note that you don't need to write a complete sentence as a summary. Best paste I have tried! So easy to use. Just saute you meat, add veggies, paste, and a tin of coconut milk. Quick and tasty! I am on weight watchers and tried using the light coconut milk instead of the full fat. It works for the panang paste especially if you add a heaping tablespoon of crunchy peanut butter.. but the yellow, green, and red are spicy and need the full fat coconut milk to balance it out.	so easy to use
task1443_string_to_number	task1443-cd1b6e125ccc4b46b052f82c6fc6a1a7	In this task you will be given a string that only contains single digit numbers spelled out. The input string will not contain spaces between the different numbers. Your task is to return the number that the string spells out. The string will spell out each digit of the number for example '1726' will be 'oneseventwosix' instead of 'one thousand seven hundred six'. onethreezerothreenineninesix	1303996
task609_sbic_potentially_offense_binary_classification	task609-06fdb2b72ff3473da8a8f01859df8513	In this task, you are given a text from a social media post. Your task is to classify the given post into two categories: 1) yes if the given post is potentially offensive to anyone (i.e., a subset of people, any particular person, etc.), 2) no, otherwise. Note that potentially offensive posts can contain sexual, racial, religious biased or offensive language. Warning: the examples and instances may contain offensive language. Earth's Dark Sector Defense is incredibly easy to get money. 13,000 credits for just 5 waves. Can be done in less than 5 minutes.	No
task595_mocha_answer_generation	task595-e772798f04064358a3af407dc2c2aebe	In this task, you're given a context passage, followed by a question that needs to be answered. Based on the paragraph, you must write unambiguous answers to the questions and your answer must refer to a specific phrase from the paragraph. If multiple answers seem to exist, write the answer that is the most plausible. How much is Aubrey O'Day Worth? Aubrey O'Day net worth: Aubrey O'Day is an American singer/songwriter, actress, fashion designer who has a net worth of $4 million dollars. Born February 11, 1984, in San Francisco, California, she is (twice) a member of the group Danity Kane (fired in 2008 and reconciled in 2013). Question: Why did Aubrey do this?	(twice) a member of the group Danity Kane (fired in 2008 and reconciled in 2013)
task505_count_all_numerical_elements_in_list	task505-8d0380c82b474af1b2bcbc8f359ec645	In this task, you are given an input list. A list contains several comma-separated items written within brackets. You need to return the count of all the numerical elements in the given list. Return 0 if no numerical element in the list. ['6831', '955', 't', 'C', 'n', '6871', 'k', 'L', '189', '2667', '8083']	6
task846_pubmedqa_classification	task846-edd2fe13d1d34acdbeb6ff4857d17951	Given a passage with a question and an answer to that question, classify if the answer actually answers the question into 'yes' or 'no'. Output 'yes' if the answer answers the question and output 'no' if the answer does not answer the question. Question: Does perineural invasion on prostate needle biopsy predict biochemical failure following brachytherapy for prostate cancer? Answer: Perineural invasion is not a significant predictor of biochemical recurrence in patients undergoing brachytherapy for prostate cancer.	no
task588_amazonfood_rating_classification	task588-b9b1e9e2b124400eb4c4d5c38bd207e7	In this task, you're given a review from Amazon's food products. Your task is to generate a rating for the product on a scale of 1-5 based on the review. The rating means 1: extremely poor, 2: poor, 3: neutral or mixed, 4: good, 5: extremely good. Good, but the Green Mountain reserve Sumatra is better by 1- 1 and a half stars. Sort of tastes a little stale.	3
task1508_wordnet_antonyms	task1508-dd47df0b739341cf892ac271beb48784	Given an adjective, generate its antonym. An antonym of a word is a word opposite in meaning to it. starchy	starchless
task845_pubmedqa_question_generation	task845-5847756145c94f7fba778ad038da293e	Given a passage with a context and an answer, construct a question on the basis of the information present in the passage. Construct the question in such a way that (i) it is unambiguous, (ii) it is answerable from the passage, (iii) its answer is unique (iv) it answer uses text phrases from the passage. Avoid creating questions that (i) can't be answered correctly without actually understanding the passage and (ii) uses the same words or phrases given in the passage. Context: The purpose of this study was to assess the potential immunosuppressive role of daclizumab, a humanized monoclonal antibody against the α chain of the interleukin 2 receptor, in vivo, by comparing immune responses to the 2013 seasonal influenza vaccination between patients with multiple sclerosis (MS) on long-term daclizumab therapy and controls.', 'Previously defined subpopulations of adaptive immune cells known to correlate with the immune response to the influenza vaccination were evaluated by 12-color flow cytometry in 23 daclizumab-treated patients with MS and 14 MS or healthy controls before (D0) and 1 day (D1) and 7 days (D7) after administration of the 2013 Afluria vaccine. Neutralizing antibody titers and CD4(+), CD8(+) T cell, B cell, and natural killer cell proliferation to 3 strains of virus contained in the Afluria vaccine were assessed at D0, D7, and 180 days postvaccination.', 'Daclizumab-treated patients and controls demonstrated comparable, statistically significant expansions of previously defined subpopulations of activated CD8(+) T cells and B cells that characterize the development of effective immune responses to the influenza vaccine, while proliferation of T cells to influenza and control antigens was diminished in the daclizumab cohort. All participants fulfilled FDA criteria for seroconversion or seroprotection in antibody assays. Answer: Despite the mild immunosuppressive effects of daclizumab in vivo demonstrated by an increased incidence of infectious complications in clinical trials, patients with MS under daclizumab therapy mount normal antibody responses to influenza vaccinations.	Do patients with MS under daclizumab therapy mount normal immune responses to influenza vaccination?
task902_deceptive_opinion_spam_classification	task902-ccd235a77fe24296a93d6982ba596cf8	Classify the given hotel review based on the sentiment it expresses into two classes: negative and positive. The hotel was very nice; Service was great, everyone was very friendly. The room was very elegant and classy. The bed was so comfortable. The room also had a flat screen TV and Bose sound system. Not bad. Overall I had a great experience; with a pleasant staff and perfectly comfortable room, I left here well rested and happy.	positive
task846_pubmedqa_classification	task846-3c38aa03e1084c5496918215cf874dc0	Given a passage with a question and an answer to that question, classify if the answer actually answers the question into 'yes' or 'no'. Output 'yes' if the answer answers the question and output 'no' if the answer does not answer the question. Question: Does trkB gene transfer alter hippocampal neuronal loss and cognitive deficits following traumatic brain injury in mice? Answer: These data suggest that neither overexpression of trkB, BNDF infusion or their combination affects neuronal survival or behavioral outcome following experimental TBI in mice.	no
task161_count_words_containing_letter	task161-267d4f2328ad478e8a94d5e6841e606c	In this task, you need to count the number of words in a sentence that contain the given letter Sentence: 'a group of guys at a table served several pizzas'. How many words contain the letter 'd' in the sentence.	1
task111_asset_sentence_simplification	task111-7d2cb2a7a2a3461ca427315ebb850f7e	Rewrite each original sentence in order to make it easier to understand by non-native speakers of English. You can do so by replacing complex words with simpler synonyms (i.e. paraphrasing), deleting unimportant information (i.e. compression), and/or splitting a long complex sentence into several simpler ones. The final simplified sentences need to be grammatical, fluent, and retain the main ideas of their original counterparts without altering their meanings. The term most commonly refers to higher plants, but epiphytic bacteria, fungi (epiphytic fungi), algae, lichens, mosses, and ferns exist as well.	The word means higher plants. It can be used for epiphytic bacteria, fungi (epiphytic), algae, lichens, mosses, and ferns.
task067_abductivenli_answer_generation	task067-8b9e40e8342e4226a9a3265a9319c237	In this task, you're given the beginning and the ending of a three-part story. Your job is to complete the short story by writing a middle sentence that seamlessly connects the first and last sentence. Generated sentences must be short, have fewer than 10 words, and be simple as if narrating to a child. Avoid using any irrelevant extra information when creating the middle sentence, and use names (e.g. Jack, Barbara,...) instead of pronouns (e.g. he / she) wherever possible. Beginning: My neighbor walked out her front door. Ending: That little bird was a fledgling just learning how to fly.	She found a baby bird on the ground.
task1340_msr_text_compression_compression	task1340-c61bb330033a4291878ffe0462c1c693	Given a text, write a compressed version of it in a single sentence. All of the foregoing areas are supported by contributions from alumni and friends of the school	All of the foregoing areas are supported by contributions
task301_record_question_generation	task301-2f46cda3025b480f9742fb2bafc63aa7	In this task, you will be shown a passage. You need to write a fill-in-the-gap question based on your understanding of the events that might be inferred from the passage. Your question should be answerable based on the passage and only have one correct answer. Show the gap in your question with a _ . Washington (CNN) Bob Hemseath, whose corn-farming business hinges on the whims of mother nature, is comfortable with uncertainty. But as the fourth-generation farmer heads onto his northeast Iowa farm for the 2017 planting season, it's the uncertainty coming from the White House that has Hemseath increasingly worried. The farmer listened during the 2016 campaign as Donald Trump, the real estate magnate turned politician, promised to end the North American Free Trade Agreement. Hemseath, a Republican whose industry relies heavily on exports to Mexico, chalked it up to political bluster, noted Hillary Clinton's anti-trade rhetoric and voted for Trump in November.Trump has said he wants to renegotiate NAFTAHe recently spoke with the leaders of Canada and Mexico	"We are trying very diligently to make sure he understands the agriculture portion of _ is really quite good."
task177_para-nmt_paraphrasing	task177-9fce631f87444701b4c56ea19f58fdcc	This is a paraphrasing task. In this task, you're given a sentence and your task is to generate another sentence which express same meaning as the input using different words. the hologram , the big launch tonight , one in every home .	a hologram , a great introduction today , one in every house .
task823_peixian-rtgender_sentiment_analysis	task823-6d01d8a7129b4edd8973250543a0ccaf	Given a 'poster' sentence and a corresponding 'response' (often, from Facebook or Reddit)classify the sentiment of the given response into four categories: 1) Positive, 2) Negative, 3) Neutral, and 4) Mixed if it contains both positive and negative. Poster: Share and spread the love! Responser: I know. Can't ever put one down. Great Author.	Positive
task649_race_blank_question_generation	task649-70a6a8336c83481b9672ac7fe6743602	In this task, you're given an article and an answer. Your task is to generate the fill-in-the-blank question for this answer based on the given article. The blanks are always at the end of the question, and can be filled with more than one word or phrase. Article: Finding the Real You Psychometric testing--personality testing--has been very popular nowadays as studies show their results to be three times more accurate in predicting your job performance. These tests are now included in almost all graduate recruitment and are widely used in the selection of managers. The most popular of these personality tests is the Myers-Briggs Type Indicator (MBTI). It is based on the theory that we are born with a tendency to one personality type which stays more or less fixed throughout life. You answer 88 questions and are then given your "type", such as Outgoing or Quiet, Feeling or Thinking. Critics of personality testing raise doubts about "social engineering". Psychologist Dr. Colin Gill warns that the "popular" personality traits have their disadvantages. "People who are extremely open to new experiences can be butterflies, going from one idea to the next without mastering any of them." However, the psychometric test is here to stay, which may be why a whole sub-industry on cheating personality tests has sprung up. "It's possible to cheat," admits Gill, "but having to pretend to be the person you are at work will be tiring and unhappy and probably short-lived." So can we change our personality? "Your basic personality is fixed by the time you're 21,"says Gill," but it can be affected by motivation and intelligence. If you didn't have the personality type to be a doctor but desperately wanted to be one and were intelligent enough to master the skills, you could still go ahead. But trying to go too much against type for too long requires much energy and is actually to be suffered for long. I think it's why we're seeing this trend for downshifting--too many people trying to fit in to a type that they aren't really suited for." Our interest in personality now exists in every part of our lives. If you ask an expert for advice on anything, you'll probably be quizzed about your personality. But if personality tests have any value to us, perhaps it is to free us from the idea that all of us are full of potential, and remind us of what we are. As they say in one test when they ask for your age: pick the one you are, not the one you wish you were. Answer: personality is largely decided from birth	The Myers-Briggs Type Indicator is based on the belief that _ .
task207_max_element_lists	task207-77a0997c8c7d41eb8f7ee900b58f306d	In this task, you are given a list. This list contains many lists of integers. The list is several items written within a []. Your task is to find the maximum number among the members of each inner list. The output should be a list comprised of the maximums with the same order as the internal lists. [[17, -135], [-59, 30, 64], [52, -102, -151, 51, -168, 68, -21]]	[17, 64, 68]
task293_storycommonsense_emotion_text_generation	task293-b416859390b54e2283d67ec0b44387d8	In this task, you're given a context, a sentence, and a character. The sentence describes an action or job of the given character. Also, the context provides more information about the sentence or the character. Your task is to return one of the emotions which are expressed by the Character in the given sentence. For that you can use the Context; however, Context is not provided in all the inputs. Also, in some inputs, there can be zero emotion; for that return 'None'. Context: None Sentence: Fred drove his car along a country road at night. Character: The policeman	None
task823_peixian-rtgender_sentiment_analysis	task823-72e42b8dc17e45ce850f0dc4d47e38b0	Given a 'poster' sentence and a corresponding 'response' (often, from Facebook or Reddit)classify the sentiment of the given response into four categories: 1) Positive, 2) Negative, 3) Neutral, and 4) Mixed if it contains both positive and negative. Poster: If you have any issues at your polling place in Palm Beach County please call OFA Palm Beach at 561-372-3500 x207. Responser: and for god's sakes people, if there's a butterfly ballot, PLEASE look at it carefully and don't vote for pat buchanan!!:)	Mixed
task333_hateeval_classification_hate_en	task333-9ef17e9a432e4411a7dc9b0063d1ac18	In this task, you are given a post in English from online platforms. You are expected to identify whether the post is hateful against immigrants and women. A hateful post expresses hate or encourages violence towards a person or a group. If a post is hateful but not towards immigrants and women, it should be labeled as non-hateful. Answer "hateful" or "Non-hateful". Note that the URLs in the text have been replaced with [Link]. Post: Female Logic: 'I HAVE to go through my hoe phase before I can become a real women and be in a relationship.'	Hateful
task755_find_longest_substring_and_replace_its_sorted_lowercase_version_in_both_lists	task755-ccf14ba05162420598903d64f5c6b350	In this task, you are given two strings A,B. You must perform the following operations to generate the required output list: (i) Find the longest common substring in the strings A and B, (ii) Convert this substring to all lowercase and sort it alphabetically, (iii) Replace the substring at its respective positions in the two lists with the updated substring. uNuVdoXacPYXIFfHplQZBBMjSSy, iITDIKycacPYXIFfHplQZBBMKrcbCOThcVgnt	uNuVdoXabbcffhilmppqxyzjSSy, iITDIKycabbcffhilmppqxyzKrcbCOThcVgnt
task668_extreme_abstract_summarization	task668-51c21438c1784832a4d729d24c28f9f6	In this task, you are given the abstract of a research paper. Your task is to generate a summary of this abstract. Your summary should not be very short, but it's better if it's not more than 30 words. Cell-cell interactions have an integral role in tumorigenesis as they are critical in governing immune responses. As such, investigating specific cell-cell interactions has the potential to not only expand upon the understanding of tumorigenesis, but also guide clinical management of patient responses to cancer immunotherapies. A recent imaging technique for exploring cell-cell interactions, multiplexed ion beam imaging by time-of-flight (MIBI-TOF), allows for cells to be quantified in 36 different protein markers at sub-cellular resolutions in situ as high resolution multiplexed images. To explore the MIBI images, we propose a GAN for multiplexed data with protein specific attention. By conditioning image generation on cell types, sizes, and neighborhoods through semantic segmentation maps, we are able to observe how these factors affect cell-cell interactions simultaneously in different protein channels. Furthermore, we design a set of metrics and offer the first insights towards cell spatial orientations, cell protein expressions, and cell neighborhoods. Our model, cell-cell interaction GAN (CCIGAN), outperforms or matches existing image synthesis methods on all conventional measures and significantly outperforms on biologically motivated metrics. To our knowledge, we are the first to systematically model multiple cellular protein behaviors and interactions under simulated conditions through image synthesis.	We explore cell-cell interactions across tumor environment contexts observed in highly multiplexed images, by image synthesis using a novel attention GAN architecture.
task1346_glue_cola_grammatical_correctness_classification	task1346-7032bba61ea34b7a87974e2baa554cf1	You will be given a sentence. Check whether the sentence is grammatically correct and is meaningful. If the sentence is grammatically correct, then answer with '1', otherwise answer with '0'. John left at 11 and at 12, Bill.	0
task594_sciq_question_generation	task594-d7f7ebe9f5cb42bd9fd0fbee0feae250	Given a scientific passage and an answer, generate a question for the given answer. Passage: A lichen is an organism that results from a mutualistic relationship between a fungus and a photosynthetic organism. The other organism is usually a cyanobacterium or green alga. The fungus grows around the bacterial or algal cells. The fungus benefits from the constant supply of food produced by the photosynthesizer. The photosynthesizer benefits from the water and nutrients absorbed by the fungus. Figure below shows lichen growing on a rock. Answer: supply of food	How does the fungus benefit from the photosynthesizer?
task587_amazonfood_polarity_correction_classification	task587-503345bc647d49ffba46c550e3bd0c36	You are given an amazon food product review and its polarity (positive or negative). Your task is to answer "True" if the specified sentence and its polarity match; otherwise, answer "False". I am having probs with the cooking. They come out all fluffy and in 20 seconds suck back into themselves and get all hard. I've tried less time, more time and cooking them out of the bag on a paper towel... Dunno what I am doing wrong, and the company doesn't have any contact info. As for the taste..they're Alright..Waay salty and I'm a salt-a-holic! I wouldn't buy again :( Polarity: Negative	True
task929_products_reviews_classification	task929-8393d3bf3b5f49d1860052a2c611440c	Given an English language product review, determine if it is a Good Review or a Bad Review. A good review is one where the product's review has positive tone and Bad review is one where the tone of product's review is negative. Love this product. I can cut it and mix with my favorite drink or give a portion to the dogs for chewing	Good Review
task092_check_prime_classification	task092-4e749178b93c42c0a7a030d26ad6da31	In this task, you need to output 'Yes' if the given number is a prime number otherwise output 'No'. A 'prime number' is a a whole number above 1 that can not be made by multiplying other whole numbers. 91943	Yes
task852_synthetic_multiply_odds	task852-95a281783ee3428c894551360221b669	In this task you will be given a list, of lists, of integers. For every inner list contained in the input list, you should multiply every odd number in that list. The output should be a list of integers with the same length as the number of lists in the input list. If there are no odd numbers in an inner list you should output 0 for that list. [[20, 33, 48], [-31, 41, -43, -6, 8], [-20, 6], [-27, -46, 29], [-6, 42], [-36, -15, -46, -18, -41], [41, 48], [16, -43, -13, 25], [-47, 20, 26, 19], [5, -7, -38], [24, 10, 18], [-43, 17], [23, -21]]	[33, 54653, 0, -783, 0, 615, 41, 13975, -893, -35, 0, -731, -483]
task103_facts2story_long_text_generation	task103-47a88a2bd138421bab2cb3796d4e69dd	In this task, five ordered key facts are given. All the given facts are expressed in natural language. Your job is to generate a story 100 to 1000 words long, that includes all the facts given as input in their order of appearance while expanding upon them to produce a broader, yet coherent, narrative. Fact1: corrupt politician fakes good gentleman image, Fact2: Vijaya exploited poor by joining hands with British, Fact3: Dharmaraju throws crime over sincere gentleman and great freedom fighter Sardar Paparayudu, Fact4: Ramu In is son fact, Fact5: Ramu ’s Seeta is wife of Sardar Paparayudu	A sincere police officer Ramu N. T. Rama Rao and Vijaya Sridevi are in love. Vijaya’s father Dharmaraju Rao Gopala Rao is a corrupt politician who fakes the good gentleman image outside. He along with two more guys named Satya Murthy Satyanarayana and Nyayapathi Allu Ramalingaiah exploited the poor by joining hands with the British. When Dharmaraju meets Ramu with his daughter, he immediately goes back to his past. Dharmaraju, Satya Murthy, Nyayapathi kills a king Vijayaraghavaraju Prabhakar Reddy in Andaman islands and throws the crime over a sincere gentleman and a great freedom fighter Sardar Paparayudu again N. T. Rama Rao. Sardar Paparayudu gets a life sentence. The reason why Dharmaraju is shocked seeing Ramu because the latter exactly resembles Sardar Paparayudu in facial features. In fact, Ramu is the son of Sardar Paparayudu. Ramu’s mother Seeta Sharada is the wife of Sardar Paparayudu. Right from then, Dharmaraju gets terrified and to make things for him worse, Sardar Paparayudu gets released from jail as a result of reducing the imprisonment. He decides to take revenge on Dharmaraju for wrongly imprisoning him and a rift starts between him and his son Ramu. The film ends on a happy note with justice eventually winning.
task405_narrativeqa_question_generation	task405-5bc50e49a7bc43e888c54baa38570084	You will be given a summary of a story. You need to create a question that can be answered from the story. You can create a question about characters, events, facts and beliefs, etc. Your question should be specific, try not to use pronouns instead of full names. As the stories are sometimes movie plots, they will contain actor names in parentheses. You should not use those names. Only use character names. Try to ask a question about all parts of the plot, not just the beginning. Several years after the events of the series, Jim Phelps and his team, the Impossible Missions Force, attempt to retrieve the IMF non-official cover list from the American embassy in Prague. Their mission fails: Phelps is shot, his wife Claire seemingly dies in a car bombing, and the rest of the team except agent Ethan Hunt are eliminated by unknown assassins. Meeting with IMF director Eugene Kittridge, Hunt reveals his awareness of a second IMF team sent to keep an eye on them, and learns the job was a setup to lure out a mole within IMF. The mole is believed to be in contact with an arms dealer known as "Max" as part of "Job 314." As Hunt is the only member left, Kittridge suspects him of being the mole, and Hunt flees. Returning to the Prague safe house, Hunt realizes "Job 314" refers to Bible verse Job 3:14, with "Job" as the mole's code name. Claire arrives at the safe house, explaining she escaped the bomb after Phelps aborted the mission. Hunt arranges a meeting with Max, where he warns her that the list she possesses has a tracking device. He promises to deliver the real list in return for $10 million and Job's identity. Hunt, Max, and her agents escape just as a CIA team arrives. Hunt recruits two disavowed IMF agents: computer expert Luther Stickell (Ving Rhames) and pilot Franz Krieger (Jean Reno). They infiltrate CIA headquarters in Langley, Virginia, steal the real list, and flee to London. Kittridge, detecting the theft, has Hunt's mother and uncle falsely arrested for drug trafficking. He provides media coverage of the arrest, forcing Hunt to contact him from Liverpool Street Station. Hunt allows the CIA to trace him to London before hanging up, but is surprised to find Phelps nearby. Phelps recounts surviving the shooting, naming Kittridge as the mole. Hunt realizes Phelps is the mole, having discovered that Phelps stole a Bible from a Chicago hotel. He also suspects Krieger as the one who killed the other IMF members on the Prague job, but is unsure whether Claire was involved. Hunt arranges with Max to exchange the list aboard the TGV train to Paris the next day. On the train, Hunt remotely directs Max to the list. Max verifies it and gives Hunt the code to a briefcase containing the payment along with Job in the baggage car. Ethan calls Claire and tells her to meet him there. Meanwhile, Stickell uses a jamming device to prevent Max from uploading the data to her servers. When Claire reaches the baggage car, she finds Phelps, and tells him Ethan will arrive shortly. She questions the idea of killing Ethan, since they'll need a fall guy for the money. To Claire's surprise, Phelps reveals himself to be Ethan in disguise, exposing her as a co-conspirator. Moments later, the real Phelps arrives and takes the money at gunpoint. Hunt dons a pair of video glasses that reveals Phelps' existence to Kittridge, proving that Phelps is the mole. With his cover blown, Phelps tries to kill Ethan. Claire intervenes and Phelps kills her. He climbs to the roof of the train, where Krieger is waiting with a helicopter and a tether. Hunt stops Phelps from escaping and connects the tether to the train itself, forcing Krieger to pilot the helicopter into the Channel Tunnel after the train. Hunt places an explosive chewing gum on the helicopter windshield, killing Krieger and Phelps. Kittridge arrests Max and recovers the list, then reinstates Hunt and Stickell as IMF agents, but Hunt resigns. As he flies home, a flight attendant approaches him and asks, through a coded phrase, if he is ready to take on a new mission, just as she asked Phelps at the beginning.	Who is the director of IMF?
task165_mcscript_question_answering_commonsense	task165-b9ed1fb8f50548dc829d37e56add32fe	You are given a paragraph (Passage), a question (Question) and two answer options (Option1 and Option2). Your task is to choose the correct answer to the question based on the passage. Answer of the question cannot be found directly from the passage, it is indirectly indicated in the passage. Do not answer with words other than the two options, and do not answer with option titles(e.g. "option1" or "1" are not acceptable answers.) Passage: It was a beautiful summer night , and my sister and I decided to make a bonfire . We went outside to see if we had enough firewood and discovered that we did n't have enough wood for our fire . I decided to go out into the forest to pick up some more wood while my sister used the wood we had to get a fire started . Once I had gathered a decent amount of firewood , I went back to find my sister and see how the fire was coming . She had gotten a pretty good start but the fire definitely needed some more wood . I took the branches I had gathered them and made them into a teepee formation on top of the fire my sister had started . We enjoyed our night out by the fire and cooked some hot dogs and made s'mores at the end of the night . Question: What was the first thing listed that they picked up? Option1: bonfire Option2: firewood	firewood
task295_semeval_2020_task4_commonsense_reasoning	task295-a384f886038b4c9b9f74372095e06a43	In this task, you are given an impractical statement. You are also given three reasons (associated with "A", "B", "C") explaining why this statement doesn't make sense. You must choose the most corresponding reason explaining why this statement doesn't make sense. Bob got angry when he passed the exam (A) Bob doesn't like exams (B)people usually wish to pass exams (C)the exam is hard to pass	B
task080_piqa_answer_generation	task080-9e2370c0f8a14e1da9e14c5a4ba600af	In this task the focus is on physical knowledge about the world. Given the provided goal task in the input, describe a process that would lead to the asked outcome. This process often involves physical motions with objects, such as moving them, arranging them in a certain way, mixing them, shaking them, etc. How do you declutter a laundry room?	clean laundry room very well; remove all items; install shelves above washer; organize cleaning products by type
task901_freebase_qa_category_question_generation	task901-bb1054002fca44debc2b7df6a39bb9af	Given a broad category, generate a trivia-type question based on a specific entity in that category. The question should be non-ambiguous. External resources such as Wikipedia could be used to obtain the facts. book	Grace Metalious wrote which famous novel (and TV show)?
task499_extract_and_add_all_numbers_from_list	task499-1564cffa727b468d9b885fe2c75fc81a	In this task, you are given an input list A. You need to find all the elements of the list that are numbers and calculate their sum. ['7927', '8429', 'E', '6247', '5499', '1085', '3059', '6227', 'B', 'A', 'I', '2571', '4539', '6085', '7861', '1761']	61290
task299_storycloze_sentence_generation	task299-ae4336f19a284d6db82cec2037836d0d	In this task, you're given four sentences of a story written in natural language in which one part is missing. Your job is to predict the position and missing part of the story and return in the following format: position, missing part. The missing part is a sentence that completes the story, and the position is the number of the missing sentence in the new story. Sentence1: John was a student in law school. Sentence2: He was having a tough time learning all of the material. Sentence3: John decided to do something about this. Sentence4: He met with the professors and got extra tutoring.	5, Pretty soon, he was up to speed and feeling much more confident.
task1384_deal_or_no_dialog_classification	task1384-6d2e0f86756b434a821dcd5ddc58275d	Given a negotiation between two participants, answer 'Yes' if both participants agree to the deal, otherwise answer 'No'. THEM: i need the books. YOU: i get the rest THEM: deal. YOU: great.	Yes
task1542_every_ith_element_from_starting	task1542-ed62cd2e0681426092b50b9f9cf45e26	In this task, you are given an input i,A where i is an integer and A is an array. You need to find every ith element of A starting with the 1st element. 2, ['6855', '8867', 'n', 'W', 'E', 'A', 'O']	6855, n, E, O
task103_facts2story_long_text_generation	task103-5154a251a11249308029b4919523ea12	In this task, five ordered key facts are given. All the given facts are expressed in natural language. Your job is to generate a story 100 to 1000 words long, that includes all the facts given as input in their order of appearance while expanding upon them to produce a broader, yet coherent, narrative. Fact1: region not governed by statehood, Fact2: newspaper editor Henryetta Alcott is crusader for law and order, Fact3: Belle Starr 's horse win big race, Fact4: Dalton gang persuades Johnny to go bad, Fact5: Daltons are about to pull job with Coffeyville Johnny as part of gang	Just north of Texas and west of the Oklahoma border is Badmans Territory, a region not yet governed by statehood. This is where Jesse James and brother Frank head after a train robbery, along with their partner, Coyote. Mark Rowley, a lawman, and his deputy brother Johnny are after the James gang. So is a ruthless U.S. marshal named Hampton who shoots anybody who gets in his way. He even wings Johnny Rowley just to take the newly captured Coyote away from him. In the town of Quinto, newspaper editor Henryetta Alcott is a crusader for law and order. Mark takes an immediate liking to her. He also helps Belle Starrs horse win a big race. Johnnys injuries mend, but the Dalton gang persuades Johnny to go bad and join them. Mark tries to dissuade him. He shoots a man named McGee who stole his horse. Hampton puts up wanted posters on both Rowleys. Henryetta spreads the word that Oklahoma has annexed this territory into the union. Mark is appointed a regulator and proposes marriage to Henryetta before he rides to Coffeyville, Kansas, where the Daltons are about to pull a job with Johnny as part of the gang. Johnny is shot and killed, and Hampton also kills Coyote. A determined Mark Rowley must deal with Hampton once and for all if Henryetta and he are to have a future together.
task756_find_longert_substring_and_return_all_unique_alphabets_in_it	task756-aa0478bd20304a6d9c98cf3aefe702ae	In this task, you are given two strings A,B. Find the longer of the two lists, convert it to lowercase, and return all the unique alphabets used in it. The two input strings are never equal. oznCuUUqOXWazZGnAzDTiNpStXEXXzf, DEThXEnXYeQUUqOXWazZGnAzDBQVsR	a, c, d, e, f, g, i, n, o, p, q, s, t, u, w, x, z
task405_narrativeqa_question_generation	task405-8883543c3052463481eb600de31d6fdf	You will be given a summary of a story. You need to create a question that can be answered from the story. You can create a question about characters, events, facts and beliefs, etc. Your question should be specific, try not to use pronouns instead of full names. As the stories are sometimes movie plots, they will contain actor names in parentheses. You should not use those names. Only use character names. Try to ask a question about all parts of the plot, not just the beginning. A woman in a wedding dress, the Bride, lies wounded in a chapel in El Paso, having been attacked by the Deadly Viper Assassination Squad. She tells their leader, Bill, that she is carrying his baby. He shoots her. Four years later, having survived the attack, the Bride goes to the home of Vernita Green, planning to kill her. Both women were members of the Deadly Viper Assassination Squad, which has since disbanded; Vernita now leads a normal suburban family life. They engage in a knife fight, but are interrupted by the arrival of Vernita's young daughter, Nikki. Not wanting to kill Vernita in front of Nikki, the Bride agrees to meet Vernita at night to settle the matter, but Vernita tries to surprise the Bride with a pistol hidden in a box of cereal. The Bride dodges the shot and throws a knife into Vernita's chest, killing her. Four and a half years earlier, police investigate the massacre at the wedding chapel. The sheriff discovers the Bride is alive but comatose. In the hospital, Deadly Viper Elle Driver prepares to assassinate the Bride via lethal injection, but Bill aborts the mission at the last moment, considering it dishonorable to kill the Bride when she cannot defend herself. In the present, the Bride awakens from her four-year coma and is horrified to find she is no longer pregnant. She kills a hospital worker who has been raping her while she was comatose, takes his truck, and teaches herself to walk again. Resolving to kill Bill and all four members of the Deadly Viper Assassination Squad, she picks her first target: O-Ren Ishii, now the leader of the Tokyo yakuza. O-Ren's parents were murdered by the yakuza when she was a child; she took vengeance on the yakuza boss and replaced him after training as an elite assassin. The Bride travels to Okinawa, Japan, to obtain a sword from legendary swordsmith Hattori Hanz , who has sworn never to forge a sword again. After learning that her target is Bill, his former student, he forges his finest sword for her. The Bride tracks down O-Ren at a Tokyo restaurant, the House of Blue Leaves, and defeats her yakuza army, including the elite Crazy 88 and O-Ren's bodyguard, schoolgirl Gogo Yubari. She duels with O-Ren in the restaurant's Japanese garden. During the duel O-Ren apologizes to the Bride, who tearfully accepts. They continue and the Bride slices O-Ren's scalp off with a sword stroke. Afterwards, she tortures Sofie Fatale, O-Ren's assistant and Bill's protege, for information about Bill, and leaves her alive as a threat. Bill asks Sofie if the Bride knows her daughter is alive.	Who apologizes to the Bride?
task074_squad1.1_question_generation	task074-160c9fbd05e94de9a4301406a58755e7	This task is about reading the given passage and construct a question about the information present in the passage. Construct a question in such a way that (i) it is unambiguous, (ii) it is answerable from the passage, (iii) its answer is unique (iv) its answer is a continuous text span from the paragraph. Avoid creating questions that (i) can be answered correctly without actually understanding the paragraph and (ii) uses same words or phrases given in the passage. In 1995, Oklahoma City was the site of one of the most destructive acts of domestic terrorism in American history. The Oklahoma City bombing of April 19, 1995, in which Timothy McVeigh and Terry Nichols detonated an explosive outside of the Alfred P. Murrah Federal Building, killed 168 people, including 19 children. The two men were convicted of the bombing: McVeigh was sentenced to death and executed by the federal government on June 11, 2001; his partner Nichols is serving a sentence of life in prison without the possibility of parole. McVeigh's army buddy, Michael Fortier, was sentenced to 12 years in federal prison and ordered to pay a $75,000 fine for his role in the bombing plot (i.e. assisting in the sale of guns to raise funds for the bombing, and examining the Murrah Federal building as a possible target before the terrorist attack). His wife, Lori Fortier, who has since died, was granted immunity from prosecution in return for her testimony in the case.	Who committed the Oklahoma City Bombing?
task629_dbpedia_14_classification	task629-459858b4034e42a7958f75a9b568d6f1	In this task, you are given a text which is the body of a document. Your job is to classify the topic of the document into these categories: 1)Company, 2)Educational Institution, 3)Artist, 4)Athlete, 5)Office Holder, 6)Mean of transportation, 7)Building, 8)Natural place, 9)Village, 10)Animal, 11)Plant, 12)Album, 13)Film, 14)Written work. Your output should be the category number. Don't generate anything apart from numbers 1-14. Text: USC&GS Wainwright was a survey ship that served in the United States Coast and Geodetic Survey from 1942 to 1967.Wainwright was built by Robinson Marine at Benton Harbor Michigan in 1942.Wainwright and her sister ship USC&GS Hilgard conducted wire drag hydrographic survey operations together along the United States East Coast until 1967 when they were replaced by USC&GS Rude and USC&GS Heck.	6
task067_abductivenli_answer_generation	task067-3d963bda900f41caa2ca0533ced0ea43	In this task, you're given the beginning and the ending of a three-part story. Your job is to complete the short story by writing a middle sentence that seamlessly connects the first and last sentence. Generated sentences must be short, have fewer than 10 words, and be simple as if narrating to a child. Avoid using any irrelevant extra information when creating the middle sentence, and use names (e.g. Jack, Barbara,...) instead of pronouns (e.g. he / she) wherever possible. Beginning: Lane put down his pencil in frustration while filling out a form. Ending: Lane told her he was adopted and had no idea what his heritage was.	The teacher spent some alone time with him.
task302_record_classification	task302-c577382c9bb946fa943a443e80600a88	In this task, you will be presented with a passage and have to answer a question based on your understanding of the events inferred from the passage. Among the entities, try to find the best entity that is most likely to fill in "_" and classify the answers based on options. Doctors have found live parasites in the blood of a woman suffering from Lyme disease. Tahlia Smith, 21, from the New South Wales Hunter Region is undergoing controversial medical treatment in Germany in an attempt to cure her of the debilitating condition. On her Facebook page Tahlia's Lymes journey to Germany, Tahlia's father Brett updated followers about the gruesome discovery that 'showed live active Spirochetes which is the Lyme Disease itself wiggling around everywhere' in his daughter's blood. Tahlia is undergoing blood filtering treatment in Germany. Her mother, Lea, told The Sydney Morning Herald the treatment involved heating Tahlia's body up to 42 degrees to kill the borrelia bacterium in her blood.Tahlia Smith, 21, was diagnosed with Lyme disease in January this yearShe has travelled to Germany to undergo controversial treatmentA test showed Tahlia's blood contained live Spirochetes bacteriaThe treatment involves blood filtering and heating her body to 42 degreesTahlia fundraised $100,000 to undergo the treatment Questions:'She said to me that she looks terrible and looks so sick and that she's just not _,' she said,. (A) Lyme (B) Tahlia Smith (C) New South Wales Hunter Region (D) Germany (E) Lymes (F) Brett (G) Spirochetes (H) Lyme Disease (I) Lea (J) The Sydney Morning Herald	(B)
task367_synthetic_remove_floats	task367-018ae9d6e7cb4608841e25b77d9baec9	In this task you will be given a list of numbers. You should remove any number that is not an integer (whole number). If every number is not an whole number then an empty list ("[]") should be returned. Otherwise, answer with the list of whole numbers separated by comma inside brackets. [-55, 34.341, -24.53, -37.661, 72, 4.113, -11, 12.62, 17.102, 11]	[-55, 72, -11, 11]
task1551_every_ith_element_from_kth_element	task1551-d9166a1d26cc4a04a89906188fc0734b	In this task, you are given inputs k, i, and A, where k and i are integers and A is a list. You need to find every ith element of A starting from the kth element. The process stops when the position of the next ith element exceeds the length of the list. 1, 2, ['N', '249', '215', '7275', 't']	N, 215, t
task337_hateeval_classification_individual_en	task337-a1a536b3747c446aa044af071bf69d9d	In this task, you are given a hateful post in English from online platforms. You are expected to classify the target being harassed in the post as individual or generic, i.e., single person or a group of people. Note that the URLs in the text have been replaced with [Link]. Post: Didnt Liberals Say Illegal #FamiliesBelongTogether ! If the Kid is illegal they cant stay if they give custody to another Illegal Alien that is overiding Federal #Immigration Laws #SendThemAllBack #Trump #MAGA #RedNationRising [Link]	Individual
task1217_atomic_answer_generation	task1217-a8b42ed06f4e419a8d12ab38f1679284	In this task, you are given a sentence with a missing word that can be an object, a person, and/or an action. Fill in the blank with a plausible word. Although each sentence has many correct answers, you only have to write one answer. PersonX fits every ___	task
task113_count_frequency_of_letter	task113-a7b5fd62aca9406c814eb459be4be833	In this task, you need to count the number of times the given letter appears in the given sentence. Sentence: 'a tagged cow with a bell around its neck'. Find frequency of the letter 'o'	2
task750_aqua_multiple_choice_answering	task750-f44925e7778a402cbbadeed0bf809d47	You are given a math word problem and you are supposed to make use of mathematical concepts like probability, combinatorics, linear equations, sequences/series, or simple operators like addition, subtraction, division, or multiplication to answer the given question. Choose the best option from the 5 given options and report that option. Question: 3 buffaloes eat as much as 4 cows or 2 oxen. At a farm there are 15 buffaloes, 8 oxen and 24 cows. The fodder for these cattle is available for 24days. If 8 more cows & 9 more buffaloes are brought in, how long will the fodder last? Option A: 10 Option B: 13 Option C: 15 Option D: 18 Option E: 21	Option D
task246_dream_question_generation	task246-df5275ece7c846a692e94951b44478ac	In this task, you will be shown a conversation. You need to write a question with three choices for the conversation. Your question should be answerable based on the conversation and only have one correct answer. Note that you don't need to answer your question. "W" and "M" in the conversations stand for "woman" and "man". W: Did you start your new job this week? M: Yes, I did. I started it the day before yesterday. W: How do you like your new job? And how about your boss? M: Well, it's demanding, but it's very interesting. The boss seems to be very considerate. It is said that he is kind and friendly to the employees. W: So you're satisfied with the job, aren't you? M: Yes, I think I am happy with the new job.	What's about the man's boss? (A) He is kind and friendly. (B) He is serious. (C) He is lazy.
task1419_mathqa_gain	task1419-1f286de455344e0fa712d3f0ea12863e	In this task, you need to answer the given multiple-choice question on the gain. Gain is the value by which to multiply the input. Classify your answers into 'a', 'b', 'c', 'd', and 'e'. Problem: sheela deposits rs . 5000 in bank savings account . if this is 20 % of her monthly income . what is her monthly income in ? Options: a ) 22000 , b ) 20000 , c ) 25000 , d ) 22235 , e ) none of these	c
task821_protoqa_question_generation	task821-1c21714f02f64c9f8b31ea784e8b82fe	Construct a question that every answer in the list is correct and reasonable for it. paris, london, barcelona, amsterdam	name a european city you would love to live in.
task632_dbpedia_14_classification	task632-2a046b059e9549c2a5679b1a7645bec5	In this task, you're given a text which is the body of the document. Indicate your answer as "Yes" if the text is about a person, otherwise indicate your answer as "No". Don't generate anything else apart from "Yes" or "No". Pay attention that for your answer to be "Yes", the passage should be generally about a person. Mentions of people in the text don't necessarily mean the text is about a person. Text: Shobha Karandlaje Kannada:ಶೋಭಾ ಕರಂದ್ಲಾಜೆ(born October 23 1966) is a politician from Karnataka. She was a cabinet minister in the Government of Karnataka. Hailing from Puttur in Coastal Karnataka Shobha became associated with the Rashtriya Swayamsevak Sangh at a very early age one of the many women full-time workers of the Sangh parivar. When she decided to join politics the RSS gave her the initial thrust.	Yes
task1434_head_qa_classification	task1434-c42188b8e94a4fea92f9af4094ad7f80	In this task, you are given a question and answer options for that question. Using this information, you have to classify each text into different topics: medicine, nursery, psychology, chemistry, pharmacology, biology. Question: Among the following, the first precursor cell of neutrophil granulocytes is: Options: <0> Monoblast. <1> Myeloblast. <2> Metamielocito. <3> Cell in band (or in staff) <4> Promyelocyte	biology
task1592_yahoo_answers_topics_classfication	task1592-be71a9072d56478aae0d6294682c138a	You are given a question title. You need to classify it into one of the 10 topics: 0 - 'Society & Culture', 1 - 'Science & Mathematics', 2 - 'Health', 3 - 'Education & Reference', 4 - 'Computers & Internet', 5 - 'Sports', 6 - 'Business & Finance', 7 - 'Entertainment & Music', 8 - 'Family & Relationships', 9 - 'Politics & Government'. How do you vote in Iraq?	9
task596_mocha_question_generation	task596-59270778baaa43d8b5e449792cd987cd	In this task, you're given a context passage. Your job is to generate relevant questions that can be answered by directly referring to the passage. Jan tried to shorten the amount of time she had to stay at rehab.	What does Jan need to do before this?
task380_boolq_yes_no_question	task380-a75e13b918c249389c871097fca72fe7	In this task you will be given a passage and a yes/no question based on the passage. You should answer the question using the information from the passage. passage: The show has ran for 169 episodes through seven seasons with an eighth scheduled for 2018.. A spin-off feature film series, My Little Pony: Equestria Girls, started in 2013 and has been shown in limited theatrical screenings prior to television broadcast and home media release. A feature-length film adaptation directly based on the TV series, titled My Little Pony: The Movie, was theatrically released on October 6, 2017 in the United States. question: will there be a my little pony season 8?	Yes
task673_google_wellformed_query_classification	task673-da2ae6decab9413bbbf208fba4d45827	Read the given query and classify it as a 'Good' or 'Bad' query depending on how well the query is formed, 'Bad' being the expected output for a not so well formed query and 'Good' being the expected output for a well formed query. A query may be wrong based on common sense or general facts, but if it is well formed, you should answer with Good. Which pigments are primary in diatoms ?	Good
task521_trivia_question_classification	task521-27e7b528abca4757bfa426af095c37fd	In this task you will be given a text passage from a trivia quiz. You should choose the category this question belongs to from these categories: History, Science, Social Science, Fine Arts, Literature. You can only choose one category, so if in doubt, please choose the closest match. An important image for members of this faith depicts a man with his hands on his very narrow waist. The extended tradition of this religion includes wish-granting trees known as Kalpavrksa. An incantation known as the five-fold bow or the Namokar is the most important prayer of this religion. The most important text of this religion is called the Book of Reality, though it also had a now-lost text known as the Purvas. The Valabhi Council was a meeting that standardized the scriptures of this faith. This religion divides time into Kalcharkas, or cycles of decline and rise. This religion includes prophets named Arihantas, and the eight gunas are the attributes of those who have achieved kaivalya, where the soul is liberated from matter. Members of this faith are split over whether or not monks should wear clothes. Members of this faith practice ahimsa, or non-violence towards all living creatures. For ten points, name this pacifist, vegetarian religion of India.	Social Science
task080_piqa_answer_generation	task080-cbffc79405ed42f785eb6ebd2af3d37d	In this task the focus is on physical knowledge about the world. Given the provided goal task in the input, describe a process that would lead to the asked outcome. This process often involves physical motions with objects, such as moving them, arranging them in a certain way, mixing them, shaking them, etc. How can I figure out if something is economical?	Look up its effect on your wallet, as well as the nessary materials to build it.
task024_cosmosqa_answer_generation	task024-a3e66f8fd92045cf97320afa720a9b61	Craft one correct answer to the question given in input. To make it more interesting, try to use non-stereotypical language if possible. Make sure your correct answer is reasonably long, consistent with the context, and requires common sense (instead of explicit extraction from the context.) In your answer, use as few words as possible from the given context. Use a response that is uncommon/non-stereotypical, so that it is less predictable. To be less repetitive, please vary your language for each question. Context: VICTOR - IOUS EVERTON EVERTON boss David Moyes was delighted with his side 's second - half improvement as they claimed a 2 - 0 victory over SK Brann with the manager setting a new club record . The UEFA Cup last 32 first - leg victory here in Norway was Everton 's sixth successive European victory , a total no previous Goodison Park manager has achieved . And teenage striker Victor Anichebe , with his fourth in the competition this season , is one short of setting a club record for a European run . Question: What may be my favorite sport ?	Soccer.
task1401_obqa_sentence_generation	task1401-d2e0759b81054a39abc833c2e305747a	In this task, you are given a question and a corresponding answer. Your task is to generate a fact statement that is useful in answering the given question. Question: If a thing has both seeds and reproductive dust, it is? Answer: a producer.	a flower produces pollen and seeds
task588_amazonfood_rating_classification	task588-752fab9a7dfd406eb5a0092bd85e27e9	In this task, you're given a review from Amazon's food products. Your task is to generate a rating for the product on a scale of 1-5 based on the review. The rating means 1: extremely poor, 2: poor, 3: neutral or mixed, 4: good, 5: extremely good. The Switch Kiwi Berry is a nice refreshing alternative to the typical carbonated soft-drinks on the market. The taste although unusual at first is rather pleasant once you get used to it. I'd describe it as a cross between those Dole Blended juices and soda water. Strange as it sounds it actually tastes good. Although I suppose it's slightly better for you than soda - The Switch doesn't use High-Fructose Corn Syrup - it's still full of calories and carbs. Still for people who generally don't drink soda such as myself but find themselves occasionally craving a carbonated beverage this is a nice alternative. The can is only 8.3 oz. which does make it considerably smaller than a can of soda. As long as you can stick to only drinking one you'll be slightly better off than drinking a typical non-diet soda.	3
task567_circa_text_generation	task567-c53a4a8fc9ac40f2b2894ba8f95fcaac	In this task, you are given a question, and your task is to predict the context of the question. We assume that someone named X asked the question from Y. The context of the question means the previous situation that led X to ask this question. Is your job boring?	Y has just told X that he/she is considering switching his/her job.
task725_mmmlu_answer_generation_nutrition	task725-08efecd44b8e468287eb26bb6aa5a747	You are given a question on nutrition. You are also given 4 answer options (associated with "A", "B", "C", "D"), out of which only one is correct. You need to answer the question by selecting the correct option. You should only answer with the choice letter, not the whole answer. What are entitlements to food? (A)The term refers to social welfare programmes, e.g. the Fair Price food shops in India. (B)It means the pathways through which people access food, whether by production, purchase, social protection programmes or other means. (C)When countries enact right-to-food legislation, then people are entitled to food. (D)The term is a reference to agrarian reform programmes that provide farmers with land titles.	B
task067_abductivenli_answer_generation	task067-19b6bfa06acd4aefad9aa49478fbb93b	In this task, you're given the beginning and the ending of a three-part story. Your job is to complete the short story by writing a middle sentence that seamlessly connects the first and last sentence. Generated sentences must be short, have fewer than 10 words, and be simple as if narrating to a child. Avoid using any irrelevant extra information when creating the middle sentence, and use names (e.g. Jack, Barbara,...) instead of pronouns (e.g. he / she) wherever possible. Beginning: Sasha was at summer camp. Ending: Luckily, she got back up and they were able to finish the dance.	Sasha fell during her dance performance.
task579_socialiqa_classification	task579-54b7bf1a5b7345069926b0499f3f4287	In this task, you're given a context, a question, three options, and an answer. Your task is to classify whether the given answer is correct or not by providing 'Yes' or 'No', based on the context with commonsense reasoning about social situations. Context: Sahsa sat at Bailey's computer and looked through all the private files before being caught. Question: What will happen to Sasha? Options: (A) be told to get out of their room (B) be smiled at by Bailey (C) get furious Answer: A	Yes
task374_synthetic_pos_or_neg_calculation	task374-62369a78559442278baa398935068ce0	In this task you will be given a list of integers. For every element in the list, if the element is positive you should multiply it by 2. If the element is negative you should multiply it by -3. The output should be a list of integers that is the result of applying that logic to the input list. Note: A list is presented with comma separated numbers inside two brackets. [-1, -33, -22, -66]	[3, 99, 66, 198]
task183_rhyme_generation	task183-08cbd9ea71f349a1b705eae15aa3891b	Given an input word generate a word that rhymes exactly with the input word. If not rhyme is found return "No" noon	banoun
task1502_hatexplain_classification	task1502-6777111d5bf24bb5bf9c42654606bb01	The input is a tweet which can be classified as Hate Speech, Offensive or Normal. Given such a tweet, output the class the tweet belongs to. Hate Speech will contain threatening language towards the community targeted. Offensive language will contain abusive or discriminatory language towards the community targeted. this time it does not you add nothing to white lands now that we hire skin tone over skill in our health care industry death by doctor is the leading cause of death thanks shit skins you are a disgusting race of people and have no place around whites none at all	Hate Speech
task308_jeopardy_answer_generation_all	task308-e0bb7e0231394d60820d3f6ae6fc94eb	You will be given a trivia clue, and the category it belongs to. You should answer with the best answer that belongs in the category and is described by the clue. For simplicity, answers should be in all lower cased letters. Category: GEORGE ORWELL Clue: Orwell was born Eric Blair in this country in 1903; Kipling, whom Orwell later wrote about, was born there in 1865	india
task151_tomqa_find_location_easy_clean	task151-3c11fe0b4e934f92aaeaacb0b4a0e6f2	Given a story, answer the question about the story. The question is the last sentence in the input. The story has one of the three following scenarios: (1) when the individual's belief matches reality, (2) when the individual's belief does not match reality, (3) is when an individual has a false belief about another individual's beliefs. The question will ask about the location of an object in the story with respect to either none or one of the three scenarios. William entered the living_room. Ella entered the living_room. The pumpkin is in the green_treasure_chest. Ella exited the living_room. William moved the pumpkin to the red_envelope. William exited the living_room. Ella entered the living_room. Where was the pumpkin at the beginning?	green_treasure_chest
task380_boolq_yes_no_question	task380-2f3b1222bc964b89813379f2b1702e9b	In this task you will be given a passage and a yes/no question based on the passage. You should answer the question using the information from the passage. passage: St James's Palace is still a working palace, and the Royal Court is still formally based there, despite the monarch residing elsewhere. It is also the London residence of the Princess Royal, Princess Beatrice of York, and Princess Alexandra. The palace is used to host official receptions, such as those of visiting heads of state, and charities of which members of the royal family are patrons. The Palace forms part of a sprawling complex of buildings housing Court offices and officials' apartments. The immediate palace complex includes York House, the former home of the Prince of Wales and his sons, Princes William and Harry. Lancaster House, located next-door, is used by HM Government for official receptions, and the nearby Clarence House, the former home of the Queen Mother, is now the residence of the Prince of Wales. The palace also served as the official residence for Princess Eugenie of York until April 2018. question: does the queen stay at st james palace?	No
task568_circa_question_generation	task568-f251694cdd4040f6ace8d7fbc24e0a03	In this task, you are given an answer, and your task is to generate a reasonable question for that answer. I like classics.	Have you read any best sellers lately?
task504_count_all_alphabetical_elements_in_list	task504-f8a0ffa3b2c346588f71f7ee9117165a	In this task, you are given an input list. A list contains several comma-separated items written within brackets. You need to return the count of all the alphabetical elements in the given list. Return 0 if no alphabetical element in the list ['k', 'G', '1957', 'u']	3
task195_sentiment140_classification	task195-374261894b52471583098e260a015b2a	In this task, you are given a text from tweets. Your task is to classify given tweet text into two categories: 1) positive, and 2) negative based on its content. @ainsabri did you just watch Bridge To Terabithia this afternoon? Gee. Me too. Menangis kot tengok movie tu	negative
task1420_mathqa_general	task1420-0746a248fc5c43a0b74528c9d45dbdff	In this task, you need to answer the given multiple-choice question on the general math. Classify your answers into 'a', 'b', 'c', 'd', and 'e'. Problem: the scoring system in a certain football competition goes as follows : 3 points for victory , 1 point for a draw , and 0 points for defeat . each team plays 20 matches . if a team scored 14 points after 5 games , what is the least number of the remaining matches it has to win to reach the 40 - point mark by the end of the tournament ? Options: a ) 6 , b ) 7 , c ) 8 , d ) 9 , e ) 10	a
task192_hotpotqa_sentence_generation	task192-449aa6905a3d4de694bc9169248e5758	In this task, you are given a context paragraph, a question based on that and corresponding answer of a question. Your task is to generate supporting fact/knowledge from context paragraph which helps in answering a given question. Steven Universe is an American animated television series created by Rebecca Sugar for Cartoon Network. It is the coming-of-age story of a young boy named Steven Universe (voiced by Zach Callison), who lives in the fictional town of Beach City with the "Crystal Gems" – Pearl (Deedee Magno), Garnet (Estelle), and Amethyst (Michaela Dietz), three magical humanoid aliens. Steven, who is half-Gem, goes on adventures with his friends and helps the Gems protect the world from their own kind. It premiered on November 4, 2013 as Cartoon Network's first animated series to be solely created by a woman. Books, comics and a video game based on the series have also been released. When the series is in a hiatus, there would usually be multiple episodes airing after it concluded. The theme of the series is love and family as it is based on the creator's brother, Steven Sugar. Question: Who created the television series which has "Off Colors" as the third episode to the fifth season? Answer: Rebecca Sugar	Steven Universe is an American animated television series created by Rebecca Sugar for Cartoon Network.
task1384_deal_or_no_dialog_classification	task1384-beba31bb32ab40d4b3472504a9925c95	Given a negotiation between two participants, answer 'Yes' if both participants agree to the deal, otherwise answer 'No'. THEM: i want a ball a hat and a book YOU: gimme books and hat THEM: how about i give you a ball and the books YOU: ok.	Yes

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