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task1431_head_qa_answer_generation
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task1431-457157d6be6043fb9c5aac200d0a7f3e
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In this task, you are given a multiple-choice question about healthcare. Answer the question based on your information and classify your answers into '1', '2', '3', and '4'.
Question: An important factor to be taken into account in drugs with a high degree of binding to plasma albumin is the concentration of this protein. Indicate which of the following assumptions the concentration of plasma albumin is reduced:
Options: <1> Hypothyroidism <2> Neurosis. <3> Psychosis. <4> Multiple myeloma. <5> Schizophrenia.
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4
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task598_cuad_answer_generation
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task598-b1307ba137224d6488654b49d8849ec4
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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 1.3 AGENCY AGREEMENT May 21, 2015 Tribute Pharmaceuticals Canada Inc. 151 Steeles Avenue East Milton, Ontario L9T 1Y1 Attention: Rob Harris, President and Chief Executive Officer Dear Mr. Harris: The undersigned, Dundee Securities Ltd. (the Lead Agent), Kes 7 Capital Inc., and Bloom Burton & Co. Ltd. (collectively with the Lead Agent, the Agents and each individually an Agent) understand that Tribute Pharmaceuticals Canada Inc. (the Corporation) proposes to issue and sell up to 13,043,695 common shares of the Corporation (the Offered Shares) at a price of $0.92 per Offered Share (the Offering Price) for aggregate gross proceeds of up to $12,000,199.40. The offering of the Offered Shares by the Corporation is referred to in this Agreement as the Offering. In consideration of the Agents' services to be rendered in connection with the Offering, the Corporation shall pay to the Agents a cash fee (the Agents' Fee) equal to 7.0% of the gross proceeds of the Offering. As additional consideration, the Corporation shall issue to the Agents that number of compensation options (the Compensation Options) equal to 3.5% of the number of Offered Shares sold pursuant to the Offering. The Compensation Options will be exercisable for a period of 24 months at the Offering Price. Unless otherwise stated herein, the Offered Shares shall also refer to the Compensation Options. Notwithstanding anything to the contrary contained herein, the entire Agents' Fee and Compensation Options payable in respect of Offered Shares sold pursuant to Regulation D under the United States Securities Act of 1933, as amended, shall be payable to the Lead Agent. Based on the foregoing, and subject to the terms and conditions contained in this Agreement, the Agents severally and not jointly agree to act as, and the Corporation appoints the Agents as, the exclusive agents of the Corporation to offer the Offered Shares for sale on the Closing Date (as defined herein) in the Selling Jurisdictions (as defined herein) on a private placement basis at the Offering Price. It is understood and agreed by the Corporation and the Agents that the Agents shall act as agents only and are under no obligation to purchase any of the Offered Shares. In connection with the offering and sale of the Offered Shares, the Agents shall be entitled, with the written consent of the Corporation, not to be unreasonably withheld or delayed, to retain as sub-agents other securities dealers or financial institutions to solicit subscriptions for Offered Shares. Any fee payable to such sub-agents shall be for the account of the Agents and not the Corporation. The Agents shall be entitled to the fee provided for in Section 1(1)(a). That fee shall be payable at the Closing Time upon the closing of the sale of the Offered Shares, and may be deducted by the Agents from the gross proceeds of the Offering.
Schedules: Schedule A - United States Compliance with Securities Laws 1. Definitions In this Agreement: (a) Agent and Agents have the respective meanings given to them above; (b) Agents' Counsel means Dentons Canada LLP; (c) Agents' Fee has the meaning given in Section 1(1)(a); (d) Agreement means the agreement resulting from the acceptance by the Corporation of the offer made by the Agents by this letter; (e) Applicable Securities Laws means all applicable securities laws, rules, regulations, notices and published policies of the Selling Jurisdictions in Canada and the United States; (f) Business Day means any day other than a Saturday, Sunday or statutory or civic holiday in Toronto, Ontario; (g) Closing means the completion of the Offering; (h) Closing Date means May 21, 2015 or such other date as the Corporation and the Agents may agree upon in writing, or as may be changed pursuant to this Agreement; (i) Closing Time means 8:00 a.m. (Toronto time) on the Closing Date; (j) Corporation has the meaning given to it above; (k) Corporation's Auditors means such firm of chartered accountants as the Corporation may have appointed or may from time to time appoint as auditors of the Corporation, including prior auditors of the Corporation, as applicable; (l) Corporation's Counsel means Fogler Rubinoff LLP; (m) Compensation Options has the meaning ascribed thereto on the face page of this Agreement; (n) Compensation Option Certificates shall mean the certificates representing the Compensation Options; (o) Debt Instrument means any loan, bond, debenture, promissory note or other instrument evidencing indebtedness (demand or otherwise) for borrowed money or other liability; 2
(p) Due Diligence Session means the due diligence question and answer session held with management of the Corporation on May 21, 2015 and July 14, 2014; (q) Environmental Laws means any federal, state, provincial, territorial or local law, statute, ordinance, rule, regulation, order, decree, judgment, injunction, permit, license, authorization or other binding requirement, or common law, relating to health, safety or the regulation, protection, cleanup or restoration of the environment or natural resources, including those relating to the distribution, processing, generation, treatment, control, storage, disposal, transportation, other handling or release or threatened release of Hazardous Materials or Conditions, and Hazardous Materials or Conditions means any material, substance (including, without limitation, pollutants, contaminants, hazardous or toxic substances or wastes) or condition that is regulated by or may give rise to liability under any Environmental Laws; (r) Financial Statements means the audited consolidated financial statements of the Corporation as at and for the years ended December 31, 2013 and 2014 and for the unaudited interim financial statements for the period ended March 31, 2015 together with the notes thereto; (s) Governmental Authority (ies) means governments, regulatory authorities, governmental departments, agencies, commissions, bureaus, officials, ministers, Crown corporations, courts, bodies, boards, tribunals or dispute settlement panels or other law, rule or regulation-making organizations or entities: (i) having or purporting to have jurisdiction over the Corporation on behalf of any nation, province, territory or state or any other geographic or political subdivision of any of them; or (ii) exercising, or entitled or purporting to exercise any administrative, executive, judicial, legislative, policy, regulatory or taxing authority or power over the Corporation; (t) Indemnified Party has the meaning given to it in Section 11(b); (u) Lead Agent has the meaning given to it above; (v) Material Adverse Effect or Material Adverse Change means any effect, change, event or occurrence that is, or is reasonably likely to be, materially adverse to the results of operations, condition (financial or otherwise), assets, properties, capital, liabilities (contingent or otherwise), cash flow, income or business operations of the Corporation and its subsidiaries taken as a whole; (w) Material Agreement means any note, indenture, mortgage or other form of indebtedness and any contract, commitment, agreement (written or oral), joint venture instrument, lease or other document to which the Corporation is a party and which is material to the Corporation on a consolidated basis; (x) notice has the meaning given to it in Section 21; 3
(y) Offered Shares has the meaning given to it above; (z) Offering has the meaning given to it above; (aa) Offering Price has the meaning given to it above; (bb) Person means any individual, sole proprietorship, partnership, firm, entity, unincorporated association, unincorporated syndicate, unincorporated organization, trust, body corporate, limited liability company and unlimited liability company; (cc) Public Record means the public disclosure of the Corporation filed on SEDAR; (dd) SEC means the United States Securities and Exchange Commission; (ee) SEDAR means the System for Electronic Document Analysis and Retrieval; (ff) Securities Commissions means the securities commissions or similar regulatory authorities in the Selling Jurisdictions; (gg) Selling Jurisdictions means all of the provinces of Canada, the United States and such other jurisdictions as the Agents and the Corporation may agree; (hh) Subscriber means, for the purposes of this Agreement, the person who executes a Subscription Agreement or, if such person executes a Subscription Agreement as a duly authorized agent of one or more principals, the principal or principals of such person; (ii) Subscription Agreements means the agreements entered into by each Subscriber and the Corporation in respect of the Subscriber's subscription for Offered Shares in the form and on terms and conditions satisfactory to each of the Corporation and the Agents, each acting reasonably; (jj) TSX-V means the TSX Venture Exchange; (kk) United States means the United States of America, its territories and possessions, any state of the United States, and the District of Columbia; and (ll) U.S. Securities Act means the United States Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder. In this Agreement, affiliated, misrepresentation, material change, material fact and subsidiary have the meanings ascribed thereto under the Applicable Securities Laws of the Selling Jurisdictions in Canada, and distribution means distribution or distribution to the public, as the case may be, as defined under the Applicable Securities Laws of the Selling Jurisdictions in Canada, and distribute has a corresponding meaning. In this Agreement, unless there is something in the subject matter or context inconsistent therewith: 4
(a) words used herein importing the singular number include the plural and vice versa, words importing the use of any gender include all genders, and words importing persons include individuals, partnerships, associations, trusts, unincorporated organizations and corporations, and the rest of the sentence is construed as if the necessary grammatical and terminological changes had been made; (b) references herein to any agreement or instrument, including this Agreement, are deemed to be references to the agreement or instrument as varied, amended, modified, supplemented or replaced from time to time, and any specific references herein to any legislation or enactment are deemed to be references to such legislation or enactment as the same may be amended or replaced from time to time; and (c) all dollar amounts in this Agreement are expressed in Canadian dollars except where expressly indicated otherwise. The division of this Agreement into sections, subsections, paragraphs, subparagraphs and clauses and the insertion of headings are for convenience of reference only and do not affect the construction or interpretation of this Agreement. The terms this Agreement, hereof', herein, hereunder and similar expressions refer to this Agreement and the schedules hereto and not to any particular section, paragraph, subparagraph, clause or other portion hereof and include any agreement or instrument supplementary or ancillary hereto. 2. Restrictions on Sale Each of the Agents severally and not jointly covenants and agrees with the Corporation that it will: (a) not solicit subscriptions for Offered Shares, trade in Offered Shares or otherwise do any act in furtherance of a trade of Offered Shares outside of the Selling Jurisdictions; (b) in connection with the offer and sale of the Offered Shares in Canada, the Agents will only offer and sell the Offered Shares to persons resident in Canada who are: (i) accredited investors (as defined in National Instrument 45-106 - Prospectus Exemptions or, in Ontario, Section 73.3 of the Securities Act (Ontario)), and (ii) purchasing as principals; and (c) not advertise the proposed sale of the Offered Shares in printed media of general and regular paid circulation, radio, television or the internet nor provide or make available to prospective purchasers of Offered Shares any document or material which would constitute an offering memorandum as defined in Applicable Securities Laws in Canada. 5
The parties hereto acknowledge that the Offered Shares have not been and will not be registered under the U.S. Securities Act or any U.S. state securities laws and may not be offered or sold in the United States except pursuant to transactions that are exempt from the registration requirements of the U.S. Securities Act and the applicable securities laws of any U.S. state. Accordingly, the Corporation and the Agents hereby agree that offers and sales of the Offered Shares in the United States shall be made only to accredited investors within the meaning of Rule 501(a) of Regulation D under the U.S. Securities Act in the manner specified in Schedule A hereto, which terms and conditions are hereby incorporated by reference in and shall form a part of this Agreement. Any agreement between an Agent and the members of any sub-agent group or selling group formed in connection with the Offering shall contain the restrictions in Schedule A hereto. 3. Delivery of Subscription Agreements The Agents agree to obtain from each Subscriber executed Subscription Agreements (including the execution of applicable Schedules to such Subscription Agreements) and deliver such Subscription Agreements (including applicable Schedules) to the Corporation at or prior to the Closing Time. In addition, the Agents agree to obtain from each Subscriber such forms and other documents as may be required by the Securities Commissions and by the Corporation's registrar and provided by the Corporation to the Agents for delivery under this Agreement. The Corporation and the Agents shall agree on the allocation of the Offered Shares amongst the Subscribers. 4. Representations and Warranties of the Corporation The Corporation represents, warrants and covenants to the Agents, and acknowledges that the Agents are relying upon such representations, warranties and covenants, that: (a) the Corporation (i) is duly amalgamated under the Business Corporations Act (Ontario) (the Act) and is up-to-date in respect of all material corporate filings and is in good standing under such Act; (ii) has all requisite corporate power, authority and capacity to carry on its business as now conducted and to own, lease and operate its properties and assets (including as described in the Public Disclosure); and (iii) has all requisite corporate power, authority and capacity to create, issue and sell the Offered Shares, to enter into this Agency Agreement and the Compensation Option Certificates, and to carry out the provisions contained in hereunder and thereunder; (b) the Corporation does not have any material subsidiaries; (c) no proceedings have been taken, instituted or, to the knowledge of the Corporation, are pending for the dissolution or liquidation of the Corporation; (d) the Corporation has conducted its business in compliance, in all material respects, with all applicable laws, rules and regulations (including all applicable federal, national, provincial, municipal, and local environmental anti-pollution and licensing laws, regulations and other lawful requirements of any governmental or regulatory body, of each jurisdiction in which its business is carried on and is licensed, registered or qualified in all jurisdictions in which it owns, leases or operates its property or carries on business to enable its business to be carried on as now conducted and its property and assets to be owned, leased and operated and all such licences, registrations and qualifications are valid, subsisting and in good standing and it has not received a notice of non-compliance, nor knows of, nor has reasonable grounds to know of, any facts that could give rise to a notice of non-compliance with any such laws, regulations or permits which could reasonably be expected to have a Material Adverse Effect and all such licences, registrations and qualifications are valid, subsisting and in good standing; 6
(e) all necessary corporate action has been taken or will have been taken prior to the Closing Time by the Corporation so as to validly issue and sell the Offered Shares and to issue the Compensation Options; (f) except for the approval of the TSXV and any post-closing notice filings required under applicable United States federal or state securities laws, all consents, approvals, authorizations and corporate action have been taken and all necessary documents have been delivered and executed with respect to the Offering; (g) the execution and delivery of this Agency Agreement and the Compensation Option Certificates, and the performance of the transactions contemplated hereby and thereby, including the issuance and sale of the Offered Shares, have been duly authorized by all necessary corporate action of the Corporation and this Agency Agreement has been executed and delivered by the Corporation and constitutes a valid and binding obligation of the Corporation, enforceable against the Corporation in accordance with its terms, provided that enforcement thereof may be limited by laws affecting creditors' rights generally, that specific performance and other equitable remedies may only be granted in the discretion of a court of competent jurisdiction, that the provisions thereof relating to indemnity, contribution and waiver of contribution may be unenforceable under applicable law and that enforceability is subject to the provisions of the Limitations Act, 2002 (Ontario); (h) except for any post-closing notice filings required under applicable United States federal or state securities laws, the execution and delivery of this Agency Agreement and the Compensation Option Certificates, and the fulfilment of the terms hereof and thereof by the Corporation, including the issuance and sale of the Offered Shares, do not and will not require the consent, approval, authorization, registration or qualification of or with any Governmental Authority, stock exchange, Securities Commission or other third party, except such as have been obtained or such as may be required (and shall be obtained prior to the Closing Time) under Applicable Securities Laws or stock exchange regulations; (i) the Offered Shares have been, or prior to the Closing Time will be, duly and validly authorized for issuance and, upon receipt by the Corporation of the purchase price for the Offered Shares, will be validly issued as fully paid and non-assessable Common Shares; 7
(j) the Compensation Options have been, or prior to the Closing Time will be duly and validly authorized and created; (k) the Compensation Option Shares to be issued upon exercise of the Compensation Options, including payment in full of the applicable exercise price, will be validly issued as fully paid and non-assessable Common Shares; (l) the authorized capital of the Corporation consists of an unlimited number of Common Shares, of which, as of May 20, 2015, 100,675,988 Common Shares were outstanding as fully paid and non-assessable Common Shares; (m) the Corporation is not aware of any legislation, or proposed legislation published by a legislative body, which it anticipates will materially and adversely affect the business, affairs, operations, assets, liabilities (contingent or otherwise) or prospects of the Corporation on a consolidated basis; (n) no order ceasing or suspending trading in any securities of the Corporation or prohibiting the sale of the Offered Shares or the trading of any of the Corporation's issued securities has been issued and no proceedings for such purpose are threatened or, to the best of the Corporation's knowledge, pending; (o) except as disclosed to the Agents, no person now has any agreement or option or right or privilege (whether at law, pre- emptive or contractual) capable of becoming an agreement for the purchase, subscription or issuance of, or conversion into, any unissued shares, securities, warrants or convertible obligations of any nature of the Corporation; (p) since December 31, 2013, except as disclosed in the Public Record: (i) there has not been any material change in the assets, liabilities, obligations (absolute, accrued, contingent or otherwise), business, condition (financial or otherwise) or results of operations of the Corporation on a consolidated basis; (ii) there has not been any material change in the capital stock or long-term debt of the Corporation on a consolidated basis; and (iii) the Corporation has carried on its business in the ordinary course; (q) the Financial Statements of the Corporation present fairly, in all material respects, the financial condition of the Corporation on a consolidated basis for the periods then ended; (r) the Corporation does not have any liabilities, direct or indirect, contingent or otherwise, not disclosed in the Public Record which could reasonably be expected to have a Material Adverse Effect; (s) except as disclosed in the Public Record (and certain other matters disclosed in writing to the Agents that the Corporation believes are without merit and/or would not have a Material Adverse Effect), there are no threats of actions, proceedings or investigations (whether or not purportedly by or on behalf of the Corporation) that have been made to the Corporation or, to the knowledge of the Corporation, that are pending or affecting the Corporation at law or in equity (whether in any court, arbitration or similar tribunal) or before or by any federal, provincial, state, municipal or other governmental department, commission, board or agency, domestic or foreign, which could reasonably be expected to have a Material Adverse Effect; 8
(t) the execution and delivery of this Agency Agreement and the Compensation Option Certificates, and the fulfilment of the terms hereof and thereof by the Corporation, including the issuance and sale of the Offered Shares, do not and will not (as the case may be) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, whether after notice or lapse of time or both, (A) any statute, rule or regulation applicable to the Corporation, including Applicable Securities Laws; (B) the constating documents, by-laws or resolutions of the Corporation; (C) the terms of any Debt Instrument, Material Agreement, mortgage, note, indenture, instrument, lease or any other material agreement to which the Corporation is a party or by which they are bound; or (D) any judgment, decree or order binding the Corporation or the respective property or assets of the Corporation; (u) to the knowledge of the Corporation, no agreement is in force or effect which in any manner affects the voting or control of any of the securities of the Corporation; (v) the Corporation is not included in a list of defaulting reporting issuers maintained by the Securities Commissions in the Qualifying Jurisdictions and in particular, without limiting the foregoing, the Corporation has at all relevant times complied with its obligations to make timely disclosure of all material changes relating to it, no such disclosure has been made on a confidential basis that is still maintained on a confidential basis, and there is no material change relating to the Corporation which has occurred and with respect to which the requisite material change report has not been filed with the Securities Commissions and the Corporation is in all material respects in compliance with the rules and regulations of the TSXV; (w) the Corporation has complied in all material respects with requirements to file all reports, schedules, forms, statements and other documents that it is required to file under the U.S. Exchange Act, including pursuant to Section 13(a) or 15(d) of the U.S. Exchange Act, including the exhibits thereto and documents incorporated by reference therein, being collectively referred to herein as the SEC Reports) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. As of their respective dates, the SEC Reports complied in all material respects with the respective requirements of the U.S. Exchange Act and the rules and regulations of the SEC promulgated thereunder. The financial statements of the Corporation included in the SEC Reports comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with U.S. generally accepted accounting principles applied on a consistent basis during the periods involved (GAAP), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects the financial position of the Corporation as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments; 9
(x) neither the Corporation nor, to the knowledge of the Corporation, any director, officer, agent, employee, affiliate or other person acting on behalf of the Corporation is aware of or has taken any action, directly or indirectly, that has resulted or would result in a violation of the Foreign Corrupt Practices Act of 1977 (United States), as amended, and the rules and regulations thereunder (the FCPA), and the Corruption of Foreign Public Officials Act (Canada) (the CFPOA) including, without limitation, making use of the mails or any means or instrumentality of interstate commerce corruptly in furtherance of an offer, payment, promise to pay or authorization of the payment of any money, or other property, gift, promise to give, or authorization of the giving of anything of value to any foreign official (as such term is defined in the FCPA) or any foreign public official (as such term is defined in the CFPOA) or any foreign political party or official thereof or any candidate for foreign political office, in contravention of the FCPA and the CFPOA; and the Corporation will monitor its respective businesses to ensure compliance with the FCPA and the CFPOA, as applicable, and, if violations of the FCPA or the CFPOA are found, will take remedial action to remedy such violations; (y) the operations of the Corporation are, and have been conducted at all times, in compliance with all material applicable financial recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970 (United States), as amended, the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada), the money laundering statutes of all applicable jurisdictions, the rules and regulations thereunder and any related or similar applicable rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively, the Money Laundering Laws) and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Corporation with respect to the Money Laundering Laws is pending or, to the knowledge of the Corporation, threatened; (z) neither the Corporation nor, to the knowledge of the Corporation, any director, officer, agent, employee, affiliate or person acting on behalf of the Corporation is currently subject to any United States sanctions administered by the Office of Foreign Assets Control of the United States Treasury Department (OFAC); and the Corporation will not directly or indirectly use the proceeds of this Offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to any United States sanctions administered by OFAC; 10
(aa) all filings and fees required to be made and paid by the Corporation pursuant to Applicable Securities Laws have been paid or will be promptly paid by the Corporation following the Closing Time; (bb) the Corporation's Auditors who audited the consolidated financial statements of the Corporation for the year ended December 31, 2014 and delivered their auditors' report thereto are independent public accountants as required by the Canadian Securities Laws; (cc) there has not been any reportable event (within the meaning of National Instrument 51- 102 - Continuous Disclosure Obligations with the Corporation's Auditors; (dd) all taxes (including income tax, capital tax, payroll taxes, employer health tax, workers' compensation payments, property taxes, custom and land transfer taxes), duties, royalties, levies, imposts, assessments, deductions, charges or withholdings and all liabilities with respect thereto including any penalty and interest payable with respect thereto (collectively, Taxes) due and payable by the Corporation have been paid, except for where the failure to pay such taxes would not constitute an adverse material fact of the Corporation or result in a Material Adverse Effect. All tax returns, declarations, remittances and filings required to be filed by the Corporation have been filed with all appropriate Governmental Authorities and all such returns, declarations, remittances and filings are complete and materially accurate and no material fact or facts have been omitted therefrom which would make any of them misleading except where the inaccuracy or failure to file such documents would not constitute an adverse material fact of the Corporation or result in a Material Adverse Effect. No examination of any tax return of the Corporation is currently in progress and there are no issues or disputes outstanding with any Governmental Authority respecting any taxes that have been paid, or may be payable, by the Corporation, in any case, except where such examinations, issues or disputes would not constitute an adverse material fact of the Corporation or result in a Material Adverse Effect; (ee) neither the Corporation or to the knowledge of the Corporation any other person, is in default in the observance or performance of any term, covenant or obligation to be performed by the Corporation or such other person under any Debt Instrument, Material Agreement, agreement, or arrangement to which the Corporation is a party or otherwise bound which could reasonably be expected to have a Material Adverse Effect, and all such contracts, agreements or arrangements are in good standing, and to the knowledge of the Corporation no event has occurred which with notice or lapse of time or both would constitute such a default by the Corporation or any other party; (ff) Equity Financial Trust Company at its principal transfer office in the City of Toronto, Ontario has been duly appointed as the registrar and transfer agent for the Common Shares; (gg) except as disclosed in the Public Record, none of the directors or officers of the Corporation, any known holder of more than 10% of any class of shares of the Corporation, or any known associate or affiliate of any of the foregoing persons, has had any material interest, direct or indirect, in any transaction during the three most recently completed financial years or during the current financial year, or any proposed material transaction which, as the case may be, materially affected, is material to or will materially affect the Corporation on a consolidated basis; 11
(hh) each Debt Instrument to which the Corporation is a party is in good standing and the Corporation is not in default of any obligation or covenant under such Debt Instruments and, except for intercompany debt, the Corporation is not party to any material Debt Instrument or has any material loans or other indebtedness outstanding which has been made to any of its shareholders, officers, directors or employees, past or present, or any person not dealing at arm's length with them; (ii) the Corporation is in compliance, in all material respects, with all applicable federal, provincial, state, municipal and local laws, statutes, ordinances, by laws and regulations and orders, directives and decisions rendered by any ministry, department or administrative or regulatory agency, domestic or foreign (the Environmental Laws) relating to the protection of the environment, occupational health and safety or the processing, use, treatment, storage, disposal, discharge, transport or handling of any pollutants, contaminants, chemicals or industrial, toxic or hazardous wastes or substance (Hazardous Substances); (jj) the Corporation has collectively, obtained all material licences, permits, approvals, consents, certificates, registrations and other authorizations under all applicable Environmental Laws (the Environmental Permits) necessary as at the date hereof for the operation of the business carried by the Corporation; (kk) the Corporation has not used, except in compliance in all material respects with all Environmental Laws and Environmental Permits, any property or facility which it owns or leases or previously owned or leased, to generate, manufacture, process, distribute, use, treat, store, dispose of, transport or handle any Hazardous Substance; (ll) the Corporation has not received any notice of, or been prosecuted for an offence alleging, non-compliance with any Environmental Law. There are no orders or directions relating to environmental matters requiring any material work, repairs, construction or capital expenditures to be made with respect to any of the assets of the Corporation which are material to the Corporation, nor has the Corporation received notice of any of the same; (mm) the Corporation has not received any notice wherein it is alleged or stated that it is potentially responsible for a federal, provincial, state, municipal or local clean-up site or corrective action under any Environmental Laws and the Corporation has not received any request for information in connection with any federal, state, provincial, municipal or local inquiries as to disposal sites; 12
(nn) except as disclosed in the Public Record, the Corporation is the sole and exclusive owner of all right, title and interest in and to, or has a valid and enforceable right to use pursuant to a written license, all trademarks, trade names, service marks, patents, patent applications, other patent rights, copyrights, domain names, software, inventions, processes, databases, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) and other similar intellectual property rights, whether registered or unregistered and in any jurisdiction (collectively, Intellectual Property Rights) reasonably necessary to conduct its business as now conducted or proposed to be conducted. To the knowledge of the Corporation, the Corporation's business as now conducted or proposed to be conducted as described in the Public Record, does not infringe, conflict with or otherwise violate any Intellectual Property Rights of others, and the Corporation has not received, and has no reason to believe that it will receive, any notice of infringement or conflict with asserted Intellectual Property Rights of others, or any facts or circumstances which would render any Intellectual Property Rights invalid or inadequate to protect the interest of the Corporation therein. Except as disclosed to the Agent, to the knowledge of the Corporation, there is no infringement by third parties of any Intellectual Property Rights owned by the Corporation. Except as disclosed in the Public Record, there is no pending or, to the knowledge of the Corporation, threatened action, suit, proceeding or claim relating to Intellectual Property Rights owned by the Corporation. Except as disclosed in the Public Record, the Corporation is not a party to or bound by any options, licenses or agreements with respect to the Intellectual Property Rights of any other person or entity. All licenses for Intellectual Property Rights owned or used by the Corporation are valid, binding upon and enforceable by or against the Corporation and, to the Corporation's knowledge, against the parties thereto in accordance with their terms. To the knowledge of the Corporation, none of the technology employed by the Corporation has been obtained or is being used by the Corporation in violation of any contractual obligation binding on the Corporation or, to the Corporation's knowledge, any of its officers, directors or employees or otherwise in violation of the rights of any third party. All assignments from inventors to the Corporation have been obtained and filed with the appropriate patent offices for all of the Corporation's patent applications. Except as disclosed in the Public Record the Corporation does not have knowledge of any claims of third parties to any ownership interest or lien with respect to the Corporation's or its licensors' patents and patent applications. The Corporation does not know of any facts which would form a basis for a finding of unenforceability or invalidity of any of the patents, trademarks or service marks of the Corporation. The Corporation does not know of any material defects of form in the preparation or filing of the patent applications of the Corporation. To the knowledge of the Corporation, the Corporation has complied with the U.S. Patents and Trademark Office duties and Canadian equivalent duties of candor and disclosure for each patent and patent application of the Corporation. The Corporation does not know of any fact with respect to the patent applications of the Corporation presently on file that (i) would preclude the issuance of patents with respect to such applications, (ii) would lead the Corporation to conclude that such patents, when issued, would not be valid and enforceable in accordance with applicable regulations or (iii) would result in a third party having any rights in any patents issuing from such patent applications. The Corporation has taken all commercially reasonable steps to protect, maintain and safeguard its rights in all material Intellectual Property Rights, including the execution of appropriate nondisclosure and confidentiality agreements; 13
(oo) except as disclosed to the Agents, the Corporation (or parties under contractual obligation to the Corporation) holds all licenses, certificates, approvals and permits from all provincial, federal, state, United States, foreign and other regulatory authorities, including but not limited to the United States Food and Drug Administration (the FDA), Health Canada (HC), the European Medicines Agency (the EMA) and any foreign regulatory authorities performing functions similar to those performed by the FDA, HC and the EMA, that are material to the conduct of the business of the Corporation as such business is now conducted or proposed to be conducted as described in the Public Record, all of which are valid and in full force and effect and there is no proceeding pending or, to the knowledge of the Corporation, threatened which may cause any such license, certificate, approval or permit to be withdrawn, cancelled, suspended or not renewed. Nothing has come to the attention of the Corporation that has caused the Corporation to believe that the completed studies, tests, preclinical studies and clinical trials conducted by or on behalf of the Corporation that are described in the Public Record were not conducted, in all material respects, in accordance with experimental protocols, procedures and controls pursuant to, where applicable, accepted professional and scientific standards for products or product candidates comparable to those being developed by the Corporation; or that the drug substances used in the clinical trials have not been manufactured, under current good manufacturing practices, when required, in the United States, Canada and other jurisdictions in which such clinical trials have been and are being conducted. No filing or submission to the FDA, HC, the EMA or any other regulatory body, that was or is intended to be the basis for any approval of the Corporation's products or product candidates, to the knowledge of the Corporation, contains any material omission or material false information. The Corporation is not in violation of any material law, order, rule, regulation, writ, injunction or decree of any court or governmental agency or body, applicable to the investigation of new drugs in humans and animals, including, but not limited to, those promulgated by the FDA, HC or the EMA; (pp) the descriptions in the Public Record of the results of the clinical trials referred to therein are consistent in all material respects with such results and no other studies or other clinical trials whose results are known to the Corporation are materially inconsistent with or otherwise materially call into question the results described or referred to in the Public Record. To the Corporation's knowledge, the studies, tests and preclinical and clinical trials conducted by or on behalf of the Corporation were and, if still pending, are, in all material respects, being conducted in accordance with experimental protocols, procedures and controls pursuant to accepted professional scientific standards and all applicable laws and authorizations; (qq) the Corporation possesses such valid and current certificates, authorizations or permits issued by the appropriate federal, provincial, state, local or foreign regulatory agencies or bodies necessary to conduct its business, except where the failure to possess such certificates, authorizations or permits would not, individually or in the aggregate, result in a Material Adverse Change, and the Corporation has not received, nor has any reason to believe that it will receive, any notice of proceedings relating to the revocation or modification of, or non-compliance with, any such certificate, authorization or permit which, singly or in the aggregate, if the subject of an unfavourable decision, ruling or finding, could result in a Material Adverse Change; 14
(rr) neither the Corporation or, to the best of its knowledge, any employee or agent thereof, has made any unlawful contribution or other payment to any official of, or candidate for, any federal, state, provincial or foreign office, or failed to disclose fully any contribution, in violation of any law, or made any payment to any foreign, Canadian, governmental officer or official, or other Person charged with similar public or quasi-public duties, other than payments required or permitted by applicable laws; (ss) there are no environmental audits, evaluations, assessments, studies or tests relating to the Corporation except for ongoing assessments conducted by or on behalf of the Corporation in the ordinary course; (tt) each material plan for retirement, bonus, stock purchase, profit sharing, stock option, deferred compensation, severance or termination pay, insurance, medical, hospital, dental, vision care, drug, sick leave, disability, salary continuation, legal benefits, unemployment benefits, vacation, incentive or otherwise contributed to or required to be contributed to, by the Corporation for the benefit of any current or former director, officer, employee or consultant of the Corporation (the Employee Plans) has been maintained in compliance with its terms and with the requirements prescribed by any and all statutes, orders, rules and regulations that are applicable to such Employee Plans, in each case in all material respects and has been publicly disclosed to the extent required by Applicable Securities Laws; (uu) all material accruals for unpaid vacation pay, premiums for employment insurance, health premiums, federal or state pension plan premiums, accrued wages, salaries and commissions and employee benefit plan payments have been reflected in the books and records of the Corporation; (vv) there has never been, there is not currently and the Corporation does not anticipate any labour disruption with respect to the employees or consultants of the Corporation which is adversely affecting or could adversely affect the carrying on of the business of the Corporation; (ww) the minute books of the Corporation made available to the Agents contain copies of all constating documents and all proceedings of security holders and directors (and committees thereof) and are complete in all material respects; (xx) the Corporation is not aware of any circumstances presently existing under which liability is or could reasonably be expected to be incurred under Part XXIII.1 - Civil Liability for Secondary Market Disclosure of the Securities Act (Ontario) or analogous securities laws in the other Qualifying Jurisdictions; 15
(yy) other than the Agents, there is no person acting or purporting to act at the request or on behalf of the Corporation that is entitled to any brokerage or finder's fee in connection with the transactions contemplated by this Agency Agreement; (zz) the Corporation will use the proceeds from the Offering for acquisitions and working capital; and (aaa) the Corporation has complied and will comply with the representation, warranties and covenants applicable to it in Schedule A and Schedule A is true and correct in all material respects. 5. Agents' Fee In consideration for the Agents' services hereunder, the Corporation will pay to the Agents the Agents' Fee and the Corporation shall issue to the Agents that number of Compensation Options equal to 3.5% of the number of Offered Shares sold pursuant to the Offering. Unless otherwise stated herein, the Offered Shares shall also refer to the Compensation Options. The Agents' Fee shall be apportioned among the Agents as follows: Dundee Securities Ltd. 40% Kes 7 Capital Inc. 30% Bloom Burton & Co. Ltd. 30% 100% 6. Closing The sale of the Offered Shares shall be completed at the Closing Time at the offices of Corporation's Counsel in Toronto, Ontario or at such other place as the Corporation and the Agents may agree. At the Closing Time, the Corporation shall deliver to the Agents: (a) the opinions, certificates and agreements referred to in Section 9 and all other documents required to be provided by the Corporation to the Agents pursuant to this Agreement and the Subscription Agreements; (b) except for any Offered Shares offered or sold in the United States which shall be represented by individual definitive share certificates, one or more definitive share certificate(s)/and or book-entry only securities, duly registered as the Lead Agent may direct the Corporation; (c) the Corporation's receipt for payment by the Agents of an amount equal to the aggregate purchase price for the Offered Shares sold pursuant to the Offering; and (d) such further documentation as may be contemplated by this Agreement or as Agents' Counsel or the applicable regulatory authorities may reasonably require; against delivery by the Agents of: 16
(e) all duly completed Subscription Agreements tendered by the Subscribers for the Offered Shares being issued and sold and, where applicable, all completed forms, schedules and certificates contemplated by such Subscription Agreements; (f) a wire transfer of immediately available funds in an amount equal to the aggregate purchase price for the Offered Shares sold pursuant to the Offering, less an amount equal to the Agents' Fee and the costs and expenses of the Agent provided for in Section 14; and (g) the Agents' receipt for the Agents' Fee and the definitive certificates delivered to the Agents in accordance with Section 6(b). 7. Delivery of Offered Shares The Corporation shall, prior to the Closing Date, make all necessary arrangements for the preparation and delivery (and, in the case of definitive certificates, execution of such definitive certificate(s) representing the Offered Shares) of the Offered Shares on the Closing Date in the City of Toronto. The Corporation shall pay all fees and expenses payable to its transfer agent in connection with the preparation and delivery (and, in the case of definitive certificates, execution of such definitive certificate(s) representing the Offered Shares) of the Offered Shares contemplated by this Section 7 and the fees and expenses payable to its transfer agent as may be required in the course of the distribution of the Offered Shares. 8. Agency Basis The Corporation agrees that the Agents are acting as agents of the Corporation in seeking purchasers of Offered Shares without underwriter liability, and nothing in this Agreement or any other agreement shall require the Agents to purchase any of the Offered Shares in connection with the Offering. 9. Conditions to Closing The sale of the Offered Shares shall be subject to the representations, warranties and covenants of the Corporation contained in this Agreement being accurate as of the date of this Agreement and as of the Closing Date, to the Corporation having performed all of its obligations under this Agreement and to the following additional conditions, and the Agents shall have the right on the Closing Date on behalf of Subscribers for Offered Shares to withdraw, all Subscription Agreements delivered and not previously withdrawn by Subscribers unless such conditions have been satisfied: (a) Delivery of Opinions (i) The Agents shall have received at the Closing Time a legal opinion dated the Closing Date, in form and substance satisfactory to the Agents, acting reasonably, addressed to the Agents (and, if required for opinion purposes, counsel to the Agents) from Corporation's Counsel as to the laws of Canada and the Selling Jurisdictions in Canada, which counsel in turn may rely upon the opinions of local counsel where it deems such reliance proper as to the laws other than those of Canada and such provinces in Canada where Corporation's Counsel is licensed to practice law (or alternatively make arrangements to have such opinions directly addressed to the Agents) and as to matters of fact, on certificates of Governmental Authorities and officers of the Corporation and letters from stock exchange representatives and transfer agents, with respect to customary corporate, securities law and other matters requested by the Agents. (ii) The Agents shall have received at the Closing Time an opinion of U.S. counsel to the Corporation, Troutman Sanders LLP, in form and substance satisfactory to the Agents, acting reasonably, to the effect that the offer and sale of the Offered Shares in the United States do not require registration under the U.S. Securities Act. 17
(iii) The Agents having received at the Closing Time such further opinions, certificates and other documentation from the Corporation as may be contemplated herein or as the Agents may reasonably require, provided, however, that the Agents shall request any such opinion, certificate or document within a reasonable period prior to the Closing Time that is sufficient for the Corporation to obtain and deliver such certificate or document. (b) Delivery of Certificates (i) The Agents shall have received at the Closing Time a certificate dated the Closing Date, addressed to the Agents (and, if necessary for opinion purposes, counsel to the Agents) and signed by officers of the Corporation acceptable to the Agents, acting reasonably, with respect to the constating documents of the Corporation, no proceedings to voluntarily wind-up or dissolve, all resolutions of the board of directors of the Corporation relating to this Agreement and the transactions contemplated by this Agreement and the incumbency and specimen signatures of signing officers of the Corporation and such other matters as the Agents may reasonably request. (ii) The Agents shall have received at the Closing Time a certificate of good standing of the Corporation. (iii) The Agents shall have received at the Closing Time a certificate dated the Closing Date, addressed to the Agents and counsel to the Agents and signed on behalf of the Corporation by the Chief Executive Officer and the Chief Financial Officer or other officers of the Corporation acceptable to the Agents, certifying for and on behalf of the Corporation and without personal liability, after having made due enquiry: (A) the Corporation has complied with and satisfied all terms and conditions of this Agreement and the Subscription Agreements on its part to be complied with or satisfied at or prior to the Closing Time; 18
(B) the representations and warranties of the Corporation contained in this Agreement and the Subscription Agreements are true and correct at the Closing Time with the same force and effect as if made at and as of the Closing Time after giving effect to the transactions contemplated by this Agreement; (C) the responses provided by the Corporation at the Due Diligence Session are true and correct and would not be different in any material respect if the Due Diligence Session were held immediately prior to the Closing Time; (D) the Corporation has made and/or obtained, on or prior to the Closing Time, all necessary filings, approvals, consents and acceptances of applicable regulatory authorities and under any applicable agreement or document to which the Corporation is a party or by which it is bound, required for the execution and delivery of this Agreement, the offering and sale of the Offered Shares in the Selling Jurisdictions in Canada and the consummation of the other transactions contemplated hereby (subject to completion of filings with certain regulatory authorities following the Closing Date); (E) no order, ruling or determination having the effect of suspending the sale of or cease trading the Offered Shares or any other securities of the Corporation has been issued by any regulatory authority and is continuing in effect and no proceedings for that purpose have been instituted or are pending or, to the knowledge of such officer of the Corporation, contemplated or threatened under any Applicable Securities Laws or by any other regulatory authority; and (F) such other matters as may be reasonably requested by the Agents or the Agents' Counsel. (c) Exchange Approval The Corporation shall have obtained the conditional approval of the TSX-V and any other applicable exchange in respect of the issuance and sale of the Offered Shares and all other necessary regulatory approvals prior to the Closing. (d) Consents All required third party consents and waivers necessary for the Corporation to enter into this Agreement and to consummate the transactions contemplated by this Agreement shall have been received at or prior to the Closing Time. 19
The foregoing conditions contained in this Section 9 are for the sole benefit of the Agents and may be waived in whole or in part by the Agents at any time and without limitation. If any of the foregoing conditions have not been met at the Closing Time, the Agents may terminate their obligations under this Agreement without prejudice to any other remedies they may have and the Agents shall have the right on behalf of the Subscribers to withdraw all Subscription Agreements delivered and not previously withdrawn by Subscribers. 10. Rights of Termination (a) Regulatory Proceedings Out If, after the date hereof and prior to the Closing Time, any enquiry, action, suit, investigation or other proceeding, whether formal or informal, is instituted or announced or any order is made by any federal, provincial or other Governmental Authority in relation to the Corporation which, in the opinion of any of the Agents, operates to prevent or restrict the distribution or trading of the Offered Shares, then such Agent shall be entitled, at its option and in accordance with Section 10(e), to terminate its obligations under this Agreement by notice to that effect given to the Corporation any time at or prior to the Closing Time. (b) Disaster Out If prior to the Closing Time there should develop, occur or come into effect or existence any event, action, state, condition or major financial occurrence of national or international consequence or any law or regulation which, in the opinion of any of the Agents, seriously adversely affects, or involves, or will seriously adversely affect, or involve, the financial markets or the business, operations or affairs of the Corporation and its subsidiaries taken as a whole, then such Agent shall be entitled, at its option and in accordance with Section 10(e), to terminate its obligations under this Agreement by written notice to that effect given to the Corporation at any time at or prior to the Closing Time. (c) Material Change or Change in Material Fact Out If, after the date hereof and prior to the Closing Time, there shall occur any material change or change in a material fact which, in the reasonable opinion of any of the Agents, would be expected to have a significant adverse effect on the business, affairs, prospects or financial condition of the Corporation and its subsidiaries taken as a whole or the market price or value of the securities of the Corporation, then such Agent shall be entitled, at its option, in accordance with Section 10(e), to terminate its obligations under this Agreement by written notice to that effect given to the Corporation any time at or prior to the Closing Time. (d) Non-Compliance with Conditions The Corporation agrees that all terms and conditions in Section 9 shall be construed as conditions and complied with so far as they relate to acts to be performed or caused to be performed by it, that it will use its best efforts to cause such conditions to be complied with, and that any breach or failure by the Corporation to comply with any such conditions shall entitle any of the Agents, in accordance with Section 10(e), to terminate its obligations under this Agreement by written notice to that effect given to the Corporation at any time at or prior to the Closing Time, unless otherwise expressly provided in this Agreement. Each Agent may waive, in whole or in part, or extend the time for compliance with, any terms and conditions without prejudice to its rights in respect of any other terms and conditions or any other or subsequent breach or non- compliance, provided that any such waiver or extension shall be binding upon an Agent only if such waiver or extension is in writing and signed by the Agent. 20
(e) Exercise of Termination Rights The rights of termination contained in Sections 10(a), (b), (c) and (d) may be exercised by any of the Agents and are in addition to any other rights or remedies any of the Agents may have in respect of any default, act or failure to act or non- compliance by the Corporation in respect of any of the matters contemplated by this Agreement or otherwise. In the event of any such termination, there shall be no further liability on the part of the Agents to the Corporation or on the part of the Corporation to the Agents except in respect of any liability which may have arisen prior to or arise after such termination under Sections 11, 12 and 14. A notice of termination given by an Agent under Section 10(a), (b), (c) or (d) shall not be binding upon any other Agent who has not also executed such notice. 11. Indemnity (a) Rights of Indemnity (1) The Corporation covenants and agrees to protect, indemnify, and save harmless, each of the Agents and their respective affiliates, and each and every one of the directors, officers, employees, partners and agents of the Agents (individually, an Indemnified Party and collectively, the Indemnified Parties) harmless from and against any and all expenses, losses (excluding loss of profits), claims, actions, damages (other than consequential or punitive damages) or liabilities, joint or several (including the aggregate amount paid in settlement of any actions, suits, proceedings or claims and the reasonable fees and expenses of their counsel that may be incurred in advising with respect to and/or defending any claim that may be made against the Indemnified Parties) to which any Indemnified Party may become subject or otherwise involved in any capacity under any statute or common law or otherwise insofar as such expenses, losses, claims, damages, liabilities or actions arise out of or are based, directly or indirectly, upon the performance of professional services rendered to the Corporation by the Indemnified Parties (or any of them), whether directly or indirectly, including by reason of: (a) any information or statement contained in this Agreement, the Corporation's publicly available disclosed documents filed on SEDAR or elsewhere, or in any other material prepared by the Corporation used for marketing the Offering or any certificate of the Corporation delivered hereunder or pursuant hereto, which at the time and in the light of the circumstances under which it was made contains or is alleged to contain a misrepresentation or any misstatement of a material fact; 21
(b) the omission or alleged omission to state in in this Agreement, the Corporation's publicly available disclosed documents filed on SEDAR or elsewhere, or in any other material prepared by the Corporation used for marketing the Offering or any certificate of the Corporation delivered hereunder or pursuant hereto, any material fact required to be stated therein or necessary to make any statement therein not misleading in light of the circumstances in which it was made; (c) any order made, or inquiry, investigation or proceeding commenced by any securities regulatory authority or other competent authority based upon any misrepresentation, untrue statement or omission or alleged untrue statement or omission in this Agreement, the Corporation's publicly available disclosed documents filed on SEDAR or elsewhere, or in any other material prepared by the Corporation used for marketing the Offering or any certificate of the Corporation delivered hereunder or pursuant hereto that prevents or restricts the trading in any of the Corporation's securities or the distribution or distribution to the public, as the case may be, of any of the Offered Shares in any of the Qualifying Jurisdictions; (d) the Corporation not complying with any requirement of Applicable Securities Laws or stock exchange requirements in connection with the transactions contemplated herein, including the Corporation's non-compliance with any statutory requirement to make any document available for inspection; or (e) any breach of a representation or warranty of the Corporation contained in this Agreement or the failure of the Corporation to comply with any of its obligations hereunder. (2) Notwithstanding Subsection 11(a) (1), the indemnification in Subsection 11(a)(1) does not and shall not apply to the extent that a court of competent jurisdiction in a final judgment that has become non- appealable shall determine that (a) the Agents and their respective affiliates have been negligent or have committed any fraudulent or illegal act in the course of the professional services rendered to the Corporation, and (b) such expenses, losses, claims, damages, liabilities or actions were caused or incurred by the gross negligence, fraud or wilful misconduct of the Agents. (3) If any matter or thing contemplated by this Section 11 shall be asserted against any Indemnified Party in respect of which indemnification is or might reasonably be considered to be provided, such Indemnified Party will notify the Corporation in writing as soon as possible of the nature of such claim (provided that omission to so notify the Corporation will not relieve the Corporation of any liability that it may otherwise have to the Indemnified Party hereunder, except to the extent the Corporation is materially prejudiced by such omission) and the Corporation shall be entitled (but not required) to assume the defence of any suit brought to enforce such claim; provided, however, that the defence shall be through legal counsel reasonably acceptable to such Indemnified Party and that no settlement may be made by the Corporation or such Indemnified Party without the prior written consent of the other, such consent not to be unreasonably withheld. 22
(4) In any such claim, such Indemnified Party shall have the right to retain other legal counsel to act on such Indemnified Party's behalf, provided that the fees and disbursements of such other legal counsel shall be paid by such Indemnified Party, unless: (a) the employment of such counsel has been authorized by the Corporation; or (b) the Corporation has not assumed the defence and employed counsel thereof promptly after receiving notice of such claim; or (c) the named parties to any such claim include both the Indemnified Party and the Corporation, and the Indemnified Party has been advised by legal counsel thereto that representation of both the Corporation and the Indemnified Party by the same legal counsel would be inappropriate due to actual or potential differing interests between them; or (d) there are one or more defences available to the Indemnified Party which are different from and in addition to those available to the Corporation, provided that the Corporation shall not be responsible for the fees or expenses of more than one legal firm in any single jurisdiction for all of the Indemnified Parties. (5) To the extent that any Indemnified Party is not a party to this Underwriting Agreement, the Agents shall obtain and hold the right and benefit of this Section 11 in trust for and on behalf of such Indemnified Party. (6) The Corporation hereby consents to personal jurisdiction in any court in which any claim that is subject to indemnification hereunder is brought against the Agents or any Indemnified Party and to the assignment of the benefit of this Section 11 to any Indemnified Party for the purpose of enforcement provided that nothing herein shall limit the Corporation's right or ability to contest the appropriate jurisdiction or forum for the determination of any such claims. (7) The rights of the Corporation contained in this Section 11 shall not enure to the benefit of any Indemnified Party if the Agents were provided with a copy of any amendment or supplement to this Agreement which corrects any untrue statement or omission or alleged omission that is the basis of a claim by a party against such Indemnified Party and that is required, under the Applicable Securities Laws, to be delivered to such party by the Agents. (8) The Corporation shall not be liable under this Section 11 for any settlement of any claim or action effected without its prior written consent. 23
(b) Notification of Claims If any matter or thing contemplated by Section 11(a) (any such matter or thing being referred to as a Claim) is asserted against any person or company in respect of which indemnification is or might reasonably be considered to be provided, such person or company (the Indemnified Party) will notify the Corporation as soon as possible of the nature of such Claim (but the omission so to notify the Corporation of any potential Claim shall not relieve the Corporation from any liability which they may have to any Indemnified Party and any omission so to notify the Corporation of any actual Claim shall affect the Corporation's liability only to the extent that the Corporation is materially prejudiced by that failure). The Corporation shall assume the defence of any suit brought to enforce such Claim, provided, however, that (i) the defence shall be conducted through legal counsel acceptable to the Indemnified Party, acting reasonably, and (ii) no settlement of any such Claim or admission of liability may be made by the Corporation without the prior written consent of the Indemnified Party, acting reasonably, unless such settlement includes an unconditional release of the Indemnified Party from all liability arising out of such action or claim and does not include a statement as to or an admission of fault, culpability or failure to act, by or on behalf of any Indemnified Party. (c) Right of Indemnity in Favour of Others With respect to any Indemnified Party who is not a party to this Agreement, the Agents shall obtain and hold the rights and benefits of this Section 11 in trust for and on behalf of such Indemnified Party. (d) Retaining Counsel In any such Claim, the Indemnified Party shall have the right to retain one separate counsel to act on his or its behalf, provided that the fees and disbursements of such counsel shall be paid by the Indemnified Party unless: (i) the Corporation and the Indemnified Party shall have mutually agreed in writing to the retention of the other counsel; (ii) the named parties to any such Claim (including any added third or impleaded party) include both the Indemnified Party and the Corporation and the Indemnified Party shall have been advised in writing by counsel to the Indemnified Party that the representation of both parties by the same counsel would be inappropriate due to an actual or potential conflict of interest between the Corporation and the Indemnified Party; or (iii) the Corporation shall not have retained counsel within seven Business Days following receipt by the Corporation of notice of any such Claim from the Indemnified Party; provided that the Corporation shall not be responsible for the fees or expenses of more than one legal firm in any single jurisdiction for all of the Indemnified Parties. 24
12. Contribution (a) Rights of Contribution In order to provide for a just and equitable contribution in circumstances in which the indemnity provided in Section 11 would otherwise be available in accordance with its terms but is, for any reason, held to be unavailable to or unenforceable by the Agents or enforceable otherwise than in accordance with its terms, the Corporation and the Agents shall contribute to the aggregate of all claims, expenses, costs and liabilities and all losses (other than loss of profits) of a nature contemplated by Section 11 in such proportions so that the Agents shall be responsible for the portion represented by the percentage that the aggregate Agents' Fee hereunder bears to the aggregate offering price of the Offered Shares being sold by the Corporation and the Corporation shall be responsible for the balance, whether or not they have been sued together or sued separately, provided, however, that (i) the Agents shall not in any event be liable to contribute, in the aggregate, any amounts in excess of the aggregate Agents' Fee actually received by the Agents from the Corporation under this Agreement; (ii) each Agent shall not in any event be liable to contribute, individually, any amount in excess of such Agents' portion of the aggregate Agents' Fee actually received from the Corporation under this Agreement; and (iii) no party who has engaged in any fraud, fraudulent misrepresentation, wilful misconduct or negligence shall be entitled to claim contribution from any person who has not engaged in such fraud, fraudulent misrepresentation, wilful misconduct or negligence. (b) Rights of Contribution in Addition to Other Rights The rights to contribution provided in this Section 12 shall be in addition to and not in derogation of any other right to contribution which the Agents may have by statute or otherwise at law. (c) Right of Contribution in Favour of Others With respect to this Section 12, the Corporation acknowledges and agrees that the Agents are contracting on their own behalf and as agents for their affiliates, directors, officers, employees and agents. For purposes of this Section 12, each person, if any, who controls an Agent within the meaning of Section 15 of the U.S. Securities Act or Section 20 of the U.S. Exchange Act and each Agents' affiliates and selling agents shall have the same rights to contribution as such Agent and each person, if any, who controls the Corporation within the meaning of Section 15 of the U.S. Securities Act or Section 20 of the U.S. Exchange Act shall have the same rights to contribution as the Corporation. The Agents' respective obligations to contribute pursuant to this Section 12 are several in proportion to the percentages of Agents' Fee set forth opposite their respective names in Section 5(a) hereof and not joint. 25
(d) Remedy Not Exclusive The remedies provided for in this Section 12 are not exclusive and shall not limit any rights or remedies which may otherwise be available to any party at law or in equity. 13. Severability If any provision of this Agreement is determined to be void or unenforceable in whole or in part, it shall be deemed not to affect or impair the validity of any other provision of this Agreement and such void or unenforceable provision shall be severable from this Agreement. 14. Expenses (a) Whether or not the transactions contemplated by this Agreement shall be completed, all expenses of or incidental to the issue, sale and delivery of the Offered Shares and all expenses of or incidental to all other matters in connection with the offering of the Offered Shares shall be borne by the Corporation including, without limitation, all fees and disbursements of all legal counsel to the Corporation (including U.S., foreign and local counsel), all fees and disbursements of the Corporation's accountants and auditors, all expenses related to road shows and marketing activities, all printing costs incurred in connection with the offering of the Offered Shares, including certificates, if any, representing the Offered Shares, all filing fees, all fees and expenses relating to listing the Offered Shares on any exchanges, all transfer agent fees and expenses, and all reasonable out-of-pocket expenses of the Agents incurred in connection with the offering of the Offered Shares, including without limitation the fees of Canadian counsel to the Agents which shall not exceed $50,000 (not including applicable taxes and disbursements and $10,000 USD plus tax and disbursements for U.S. Counsel), and any advertising, printing, courier, telecommunications, data search, presentation, travel and other expenses incurred by the Agents together with all related taxes (including, without limitation, provincial sales taxes and HST). (b) All expenses payable by the Corporation to the Agent in accordance with this Agreement shall be payable whether or not the Offering is completed. 15. Survival of Representations and Warranties The representations, warranties, obligations and agreements of the Corporation contained in this Agreement and in any certificate delivered pursuant to this Agreement or in connection with the purchase and sale of the Offered Shares shall survive the payment by the Agents for the Offered Shares, if any, and the distribution of the Offered Shares, and shall continue in full force and effect unaffected by the termination of the Agents' obligations and shall not be limited or prejudiced by any investigation made by or on behalf of the Agents in connection with the distribution of the Offered Shares. 26
16. Entire Agreement This Agreement, including any schedules hereto, represents the entire agreement of the parties hereto relating to the subject matter hereof and there are no representations, warranties, covenants or other agreements relating to the subject matter hereof except as stated or referred to herein. This Agreement shall not be amended or varied in its terms by oral agreement or by representations or otherwise except by instrument in writing executed by the duly authorized representatives of the parties hereto or their respective successors or assigns. It is understood that the terms and conditions of this Agreement supersede any previous verbal or written agreement between the Agents and the Corporation relating to the subject matter hereof. 17. Amendment No modification or amendment to this Agreement may be made unless agreed upon by the Corporation and the Agents in writing. 18. Assignment and Enurement No party may transfer or assign its rights or obligations under this Agreement without the prior written consent of the other parties and any transfer or assignment or purported transfer or assignment in contravention of this Section 18 shall be void and without force or effect. This Agreement shall be binding upon and shall enure to the benefit of the parties hereto and their respective successors and permitted assigns. 19. Time Time is of the essence in the performance of the parties' respective obligations under this Agreement. 20. Governing Law This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable in the Province of Ontario. 21. Notice Unless otherwise expressly provided in this Agreement, any notice or other communication to be given under this Agreement (a notice) shall be in writing addressed as follows: If to the Corporation, addressed and sent to: Tribute Pharmaceuticals Canada Inc. 151 Steeles Avenue East Milton, Ontario L9T 1Y1 Attention: Rob Harris Facsimile No.: 519.434.4382 e-mail: rob.harris@tributepharma.com 27
with a copy to (which copy shall not constitute notice): Fogler, Rubinoff LLP 77 King Street West Suite 3000, P.O. Box 95 TD Centre North Tower Toronto, Ontario M5K 1G8 Attention: Eric Roblin Facsimile No.: 416.941.8852 e-mail: eroblin@foglers.com to the Agents at: Dundee Securities Ltd. 1 Adelaide Street East, Suite 2000 Toronto, Ontario M5C 2V9 Attention: Aaron Unger Facsimile No.: 416.849.1380 e-mail: aunger@dundeecapitalmarkets.com Kes 7 Capital Inc. 2 Bloor Street East, Suite 2102 Toronto, Ontario M4W 1A8 Attention: Marc Lustig e-mail: marcl@kes7capital.com Bloom Burton & Co. Ltd. 65 Front Street West Suite 300 Toronto, Ontario M5E 1B5 Attention: Jolyon Burton Facsimile No.: 416.640.7573 e-mail: jburton@bloomburton.com with a copy to (which copy shall not constitute notice): Dentons Canada LLP 77 King Street West, Suite 400, TD Centre Toronto, Ontario M5K 0A1 28
Attention: Andrew Elbaz Facsimile No.: 416.863.4592 email: andrew.elbaz@dentons.com or to such other address as any of the parties may designate by giving notice to the others in accordance with this Section 21. Each notice shall be personally delivered to the addressee or sent by fax or e-mail to the addressee. A notice which is personally delivered or delivered by fax or e-mail shall, if delivered prior to 5:00 p.m. (Toronto time) on a Business Day, be deemed to be given and received on that day and, in any other case, be deemed to be given and received on the first Business Day following the day on which it is delivered. 22. Authority of the Lead Agent The Lead Agent is hereby authorized by each of the other Agents to act on its behalf, except in respect of any consent to a settlement pursuant to Section 11(b) which consent shall be given by the Indemnified Party, a notice of termination pursuant to Section 10 which notice may be given by any of the Agents, or any waiver pursuant to Section 10(d), which waiver must be signed by all of the Agents. 23. Agents as Trustee The Corporation acknowledges and agrees that it is the intention of the parties to this Agreement and the Corporation hereby constitutes the Agents as trustees for each of the Subscribers in respect of each of the representations and warranties of the Corporation contained in this Agreement and the Agents shall be entitled, as trustees, in addition to any rights of the Subscribers, to enforce such representations and warranties on behalf of the Subscribers. 24. Counterparts This Agreement may be executed by the parties to this Agreement in counterpart and may be executed and delivered by facsimile and all such counterparts and facsimiles shall together constitute one and the same agreement. [The remainder of this page has been left blank intentionally.] 29
If the foregoing is in accordance with your understanding and is agreed to by you, please signify your acceptance by executing the enclosed copies of this letter where indicated below and returning the same to the Lead Agent upon which this letter as so accepted shall constitute an Agreement among us. Yours very truly, DUNDEE SECURITIES LTD. By: /s/ Aaron Unger Name: Aaron Unger Title: Managing Director KES 7 CAPITAL INC. By: /s/ Mark Christensen Name: Mark Christensen Title: President and CEO BLOOM BURTON & CO. LTD. By: /s/ Jolyon Burton Name: Jolyon Burton Title: CEO 30
The foregoing offer is accepted and agreed to as of the date first above written. TRIBUTE PHARMACEUTICALS INC. By: /s/ Rob Harris Name: Rob Harris Title: President and CEO 31
SCHEDULE A COMPLIANCE WITH UNITED STATES SECURITIES LAWS As used in this Schedule and related exhibits, the following terms shall have the meanings indicated: (a) Accredited Investors means institutions that are accredited investors meeting the criteria set forth in Rule 501(a) of Regulation D; (b) Directed Selling Efforts means directed selling efforts as that term is defined in Rule 902(c) of Regulation S, which, without limiting the foregoing, but for greater clarity in this Schedule, includes, subject to the exclusions from the definition of directed selling efforts contained in Regulation S, any activity undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for any of the Offered Shares and includes the placement of any advertisement in a publication with a general circulation in the United States that refers to the offering of the Offered Shares; (c) Foreign Issuer means foreign issuer as that term is defined in Rule 902(e) of Regulation S; (d) General Solicitation and General Advertising means general solicitation and general advertising, respectively, as used in Rule 502(c) of Regulation D, including advertisements, articles, notices or other communications published in any newspaper, magazine or similar media or the internet or broadcast over radio or television or the internet, or any seminar or meeting whose attendees had been invited by general solicitation or general advertising; (e) Offshore Transaction means an offshore transaction as that term is defined in Rule 902(h) of Regulation S; (f) Regulation D means Regulation D adopted by the SEC under the U.S. Securities Act; (g) Regulation S means Regulation S adopted by the SEC under the U.S. Securities Act; (h) SEC means the United States Securities and Exchange Commission; (i) Substantial U.S. Market Interest means substantial U.S. market interest as that term is defined in Rule 902(j) of Regulation S; (j) U.S. Affiliate of any Lead Agent means the U.S. registered broker-dealer affiliate of the Lead Agent; (k) U.S. Exchange Act means the United States Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder; and (l) U.S. Subscriber means a Subscriber located in the United States, who was offered Offered Shares in the United States, who originated their purchase at or from the United States or who executes a Subscription Agreement while in the United States.
All other capitalized terms used but not otherwise defined in this Schedule shall have the meanings assigned to them in the Agency Agreement to which this Schedule is attached. Representations, Warranties and Covenants of the Corporation The Corporation represents, warrants, covenants and acknowledges to and with the Agents and the U.S. Affiliates that: 1. The Corporation is a Foreign Issuer and reasonably believes that there is no Substantial U.S. Market Interest with respect to the common shares of the Corporation. 2. The Corporation is not, and after giving effect to the Offering and the application of the proceeds as contemplated hereby, will not be, required to register as an investment company as such term is defined under the United States Investment Corporation Act of 1940, as amended. 3. Except with respect to offers and sales to Accredited Investors identified by the Agents in reliance upon Regulation D, none of the Corporation, its affiliates, or any person acting on any of their behalf (other than the Agents, the U.S. Affiliates, any members of the banking and selling group formed by them, or any person acting on any of their behalf, as to whom the Corporation makes no representation, warranty, covenant or acknowledgment), has made or will make: (A) any offer to sell, or any solicitation of an offer to buy, any Offered Shares to a person in the United States; or (B) any sale of Offered Shares unless, at the time the buy order was or will have been originated, the Subscriber is (i) outside the United States, or (ii) the Corporation, its affiliates, and any person acting on any of their behalf reasonably believe that the Subscriber is outside the United States. 4. None of the Corporation, its affiliates, or any person acting on any of their behalf (other than the Agents, the U.S. Affiliates, any members of the banking and selling group formed by them, or any person acting on any of their behalf, as to whom the Corporation makes no representation, warranty, covenant or acknowledgment), has engaged or will engage in any Directed Selling Efforts, or has taken or will take any action that would cause the registration exemption and exclusion afforded by Rule 506(b) of Regulation D or Rule 903 of Regulation S, respectively, to be unavailable for offers and sales of the Offered Shares pursuant to this Agreement. 5. None of the Corporation, any of its affiliates or any person acting on any of their behalf (other than the Agents, the U.S. Affiliates, or any members of the banking and selling group formed by them, or any person acting on any of their behalf, as to whom the Corporation makes no representation, warranty, covenant or acknowledgment) has offered or will offer to sell, or has solicited or will solicit offers to buy, any of the Offered Shares in the United States by means of any form of General Solicitation or General Advertising or in any manner involving a public offering within the meaning of Section 4(a)(2) of the U.S. Securities Act. 2
6. For the period commencing six months prior to the date hereof and ending six months following the completion of the Offering, none of the Corporation, its affiliates, or any person acting on any of their behalf (other than the Agents, the U.S. Affiliates, or any members of the banking and selling group formed by them, or any person acting on any of their behalf, as to whom the Corporation makes no representation, warranty, covenant or acknowledgment) has sold, offered for sale or solicited any offer to buy or will sell, offer to sell or solicit any offer to buy any of the Corporation's securities in a manner that would be integrated with the offer and sale of the Offered Shares and would cause the exemption from registration afforded by Rule 506(b) of Regulation D to become unavailable with respect to the offer and sale of the Offered Shares. 7. Neither the Corporation nor any of its predecessors or affiliates has been subject to any order, judgment, or decree of any court of competent jurisdiction temporarily, preliminarily or permanently enjoining such person for failure to comply with Rule 503 of Regulation D. 8. None of the Corporation, its affiliates or any person on any of their behalf (other than the Agents, the U.S. Affiliates, or any members of the banking and selling group formed by them, or any person acting on any of their behalf, as to whom the Corporation makes no representation, warranty, covenant or acknowledgment) has taken or will take any action that would constitute a violation of Regulation M under the U.S. Exchange Act in connection with the Offering. 9. The Corporation will cause a Form D to be filed with the SEC within 15 days of the first sale of the Offered Shares to a U.S. Subscriber, and will, within the prescribed time periods, prepare and file any other forms or notices required under any state securities laws in connection with the offer and sale of Offered Shares. 10. With respect to Offered Shares to be offered and sold in reliance on Rule 506(b) of Regulation D, none of the Corporation, any of its predecessors, any affiliated issuer, any director, executive officer, other officer of the Corporation participating in the Offering, any beneficial owner of 20% or more of the Corporation's outstanding voting equity securities, calculated on the basis of voting power, or any promoter (as that term is defined in Rule 405 under the U.S. Securities Act) connected with the Corporation in any capacity at the time of sale (each, an Issuer Covered Person and, together, Issuer Covered Persons) is subject to any of the Bad Actor disqualifications described in Rule 506(d)(1)(i) to (viii) of Regulation D (a Disqualification Event), except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3) of Regulation D. The Corporation has exercised reasonable care to determine whether any Issuer Covered Person is subject to a Disqualification Event. The Corporation has complied, to the extent applicable, with its disclosure obligations under Rule 506(e) of Regulation D, and has furnished to the Agents a copy of any disclosures provided thereunder. 11. The Corporation is not aware of any person (other than any Dealer Covered Person) that has been or will be paid (directly or indirectly) remuneration for solicitation of Subscribers in connection with the sale of any Offered Shares pursuant to Rule 506(b) of Regulation D. 3
12. The Corporation will notify the Agents, in writing, prior to the Closing Date of (i) any Disqualification Event relating to any Issuer Covered Person and (ii) any event that would, with the passage of time, become a Disqualification Event relating to any Issuer Covered Person. Representations, Warranties and Covenants of the Agents Each of the Agents represents, warrants, covenants and acknowledges to and with the Corporation that: 1. The Offered Shares have not been and will not be registered under the U.S. Securities Act or any state securities laws and may be offered and sold only in transactions exempt from or not subject to the registration requirements of the U.S. Securities Act and applicable state securities laws. It has not offered and sold, and will not offer and sell, any Offered Shares except: (a), in case of all Agents, offers and sales in Offshore Transactions in accordance with Rule 903 of Regulation S; or (b), in the case of the Lead Agent, offers in the United States to Accredited Investors as permitted by this Agreement. Accordingly, none of the Agent, its affiliates or any persons acting on any of their behalf, has made or will make (except as permitted in this Agreement): (i) any offer to sell, or any solicitation of an offer to buy, any Offered Shares to any person in the United States; (ii) any sale of Offered Shares to any Subscriber unless, at the time the buy order was or will have been originated, the Subscriber was outside the United States, or such Agent, affiliate or person acting on any of their behalf reasonably believed that such Subscriber was outside the United States. 2. It has not entered and will not enter into any contractual arrangement with respect to the offer and sale of the Offered Shares, except with its U.S. Affiliate, any selling group members or with the prior written consent of the Corporation. It shall require its U.S. Affiliate and each selling group member to agree, for the benefit of the Corporation, to comply with, and shall use its reasonable best efforts to ensure that its U.S. Affiliate and each selling group member complies with, the provisions of this Schedule applicable to the Agent as if such provisions applied to such U.S. Affiliate and such selling group members. 3. All offers of Offered Shares in the United States shall be made only by the Lead Agent through its U.S. Affiliate, which on the dates of such offers and subsequent sales by the Corporation was and will be duly registered as a broker-dealer under the U.S. Exchange Act and under all applicable state securities laws (unless exempt from the registration requirements thereof) and a member of, and in good standing with, the Financial Industry Regulatory Authority, Inc. The U.S. Affiliate will make all offers and arrange for all sales by the Corporation of Offered Shares in compliance with all applicable United States federal and state broker-dealer requirements and this Schedule. 4
4. None of the Agent, its affiliates, or any person acting on behalf of any of them, have engaged in any Directed Selling Efforts or have solicited or will solicit offers to buy, or have offered to sell or will offer to sell, any of the Offered Shares in the United States by any form of General Solicitation or General Advertising or in any manner involving a public offering within the meaning of Section 4(a)(2) of the U.S. Securities Act. 5. Any offer to sell or solicitation of an offer to buy Offered Shares that has been made or will be made in the United States by the Lead Agent through the U.S. Affiliate was or will be made only to Accredited Investors in transaction that in compliance with Rule 506(b) of Regulation D and to be exempt from registration under and in compliance with applicable state securities laws. 6. Immediately prior to soliciting any U.S. Subscriber, the Lead Agent, its U.S. Affiliate, their respective affiliates, and any person acting on behalf of any of them, had reasonable grounds to believe and did believe that each such U.S. Subscriber was an Accredited Investor, based upon a pre-existing relationship, and at the time of completion of each sale by the Corporation to such U.S. Subscriber, the Lead Agent, its U.S. Affiliate, their respective affiliates, and any person acting on behalf of any of them will have reasonable grounds to believe and will believe, that each U.S. Subscriber designated by the Lead Agent or its U.S. Affiliate to purchase Offered Shares from the Corporation is an Accredited Investor. 7. Prior to arranging for any sale by the Corporation of Offered Shares to U.S. Subscribers, the Lead Agent shall cause each such U.S. Subscriber to duly complete and execute a Subscription Agreement to be used for U.S. Subscribers. 8. At least one business day prior to the Closing Date, the transfer agent for the Corporation will be provided with a list of all U.S. Subscribers. 9. At the Closing Time, the Lead Agent, together with its U.S. Affiliate, will provide a certificate, substantially in the form of Exhibit I to this Schedule A relating to the manner of the offer of the Offered Shares in the United States or will be deemed to have represented and warranted to the Corporation that neither it nor its U.S. Affiliate has offered or sold Offered Shares in the United States. 10. Prior to arranging any sale by the Corporation of Offered Shares to a U.S. Subscriber, each such person will be informed that the Offered Shares have not been and will not be registered under the U.S. Securities Act or any state securities laws and are being offered and sold to such U.S. Subscriber in reliance on an exemption from the registration requirements of the U.S. Securities Act provided by Rule 506(b) of Regulation D and similar exemptions under applicable state securities laws. 11. None of the Agent, the U.S. Affiliate, or any person acting on its or their behalf has taken or will take any action in violation of Regulation M under the U.S. Exchange Act in connection with the Offering. 12. Other than Lead Agent and the U.S. Affiliate, it has not made and will not make any offers or sales of Offered Shares in the United States in connection with the Offering. 5
13. The Lead Agent represents and warrants that with respect to Offered Shares to be sold in reliance on Rule 506(b) of Regulation D, none of it, or the U.S. Affiliate, or any of its or the U.S. Affiliate's directors, executive officers, general partners, managing members or other officers participating in the Offering, or any other person associated with the Lead Agent who will receive, directly or indirectly, remuneration for solicitation of Subscribers of Offered Shares pursuant to Rule 506(b) of Regulation D (each, a Dealer Covered Person and, together, Dealer Covered Persons), is subject to any Disqualification Event (as defined below) except for a Disqualification Event (i) covered by Rule 506(d)(2)(i) of Regulation D and (ii) a description of which has been furnished in writing to the Corporation prior to the date hereof or, in the case of a Disqualification Event occurring after the date hereof, prior to the Closing Date. 14. The Lead Agent represents that it is not aware of any person (other than any Dealer Covered Person) that has been or will be paid (directly or indirectly) remuneration for solicitation of Subscribers in connection with the sale of any Offered Shares pursuant to Rule 506(b) of Regulation D. It will notify the Corporation, prior to the Closing Date of any agreement entered into between it and any such person in connection with such sale. 15. The Lead Agent will notify the Corporation, in writing, prior to the Closing Date, of (i) any Disqualification Event relating to any Dealer Covered Person not previously disclosed to the Corporation in accordance herewith, and (ii) any event that would, with the passage of time, become a Disqualification Event relating to any Dealer Covered Person. 6
Question: Highlight the parts (if any) of this contract related to Third Party Beneficiary that should be reviewed by a lawyer. Details: Is there a non-contracting party who is a beneficiary to some or all of the clauses in the contract and therefore can enforce its rights against a contracting party?
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68565
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task191_hotpotqa_question_generation
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task191-097b7efbf468463ebf27d318e9406960
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In this task, you are given a set of context paragraphs, some supporting facts and an answer of a question. Your task is to generate question for given answer based on set of context paragraphs, supporting facts and an answer.
Context_1 : Valerie Brandy is an American Actress, Director, and Screenwriter. She is best known for her recurring role as Trixie on FX's "Justified", and for her performance as Lola in the feature film Lola's Last Letter, which she also wrote and directed. The film premiered at the TCL Chinese Theatre in Hollywood as a competition feature at Dances with Films Festival, and earned Brandy a Best Principal Actress Nomination from the Los Angeles Film Review. Context_2 : Annabeth Gish (born March 13, 1971) is an American actress. She has played roles in films "Shag", "Hiding Out", "Mystic Pizza", "SLC Punk!", "The Last Supper" and "Double Jeopardy". On television, she played Special Agent Monica Reyes on "The X-Files", Elizabeth Bartlet Westin on "The West Wing", Eileen Caffee on "Brotherhood", Charlotte Millwright on "The Bridge" and Sheriff Althea Jarry on the final season of "Sons of Anarchy". Context_3 : Jane Kean (April 10, 1923 – November 26, 2013) was an American actress and singer, whose career in show business spanned seven decades and included appearing in nightclubs, on recordings, and in radio, television, Broadway and films. Among her most famous roles were as Trixie Norton on "The Honeymooners" with Jackie Gleason, and as the voice of Belle in the perennial favorite "Mister Magoo's Christmas Carol". Context_4 : Twink Caplan (born December 25, 1947) is an American actress, comedian, and producer. She is probably best known for her roles in the box office hits "Clueless" and the "Look Who's Talking" series. As a producer, her best-known projects were "Clueless" (associate producer) and its television spin-off (executive producer). Context_5 : Brittany Murphy-Monjack (born Brittany Anne Bertolotti; November 10, 1977 – December 20, 2009), known professionally as Brittany Murphy, was an American actress and singer. A native of Atlanta, Murphy moved to Los Angeles as a teenager and pursued a career in acting. Her breakthrough role was as Tai Frasier in "Clueless" (1995), followed by supporting roles in independent films such as "Freeway" (1996) and "Bongwater" (1998). She made her stage debut in a Broadway production of Arthur Miller's "A View from the Bridge" in 1997, before appearing as Daisy Randone in "Girl, Interrupted" (1999) and as Lisa Swenson in "Drop Dead Gorgeous" (1999). Context_6 : Arthur J. Nascarella (born November 18, 1944) is an American actor who has appeared in dozens of films, most often playing a mobster or police officer. Among his notable film credits include a corrupt cop in "Cop Land" (1997), the hypocritical ambulance Captain Barney in Martin Scorsese's film "Bringing Out The Dead" (1999) and fed-up casino boss, Nicky "Fingers" Bonnatto in "The Cooler" (2003). He's played roles in the Spike Lee joints "New Jersey Drive" (1995), "Clockers" (1995), "He Got Game" (1998), and "Summer of Sam" (1999). He also appeared and played roles in the films "A Brooklyn State of Mind" (1997), "Witness to the Mob" (1998), "Happiness" (1998), "54" (1998), "Enemy of the State" (1998), "Knockaround Guys" (2001), "WiseGirls" (2002), "Running Scared" (2006), "World Trade Center" (2006), "Yonkers Joe" (2008), and "Solitary Man" (2009). Context_7 : Su Ling was an American actress in the 1970s. She played roles in several films, including Russ Meyer's "Up!" and "Ilsa, Harem Keeper of the Oil Sheiks". All of her cinematic roles were between 1975 and 1976. Context_8 : Elsie Ritchie is an American actress with a brief film career in the 1970s who is the sister of American film director, Michael Ritchie. She played roles in her brother's films in "The Candidate" in 1972 and in 1975's "Smile". Context_9 : Judith Therese Evans (born July 20, 1975), known as Judy Greer, is an American actress, model and author, known for several television and film roles. On television, her best known roles include Kitty Sanchez on "Arrested Development", Ingrid Nelson/Fatty Magoo on "It's Always Sunny In Philadelphia", Trixie on "Californication", and Cheryl Tunt on the animated comedy series "Archer". In film, Greer is known for several supporting roles in romantic comedies, with appearances in "What Women Want" (2000), "The Wedding Planner" (2001), "13 Going on 30" (2004), "27 Dresses" (2008) and "Love & Other Drugs" (2010). Her other film appearances include roles in "The Descendants" (2011), "Carrie" (2013) and "Jurassic World" (2015). Context_10 : Trixie is a 2000 American mystery-crime film directed by Alan Rudolph and starring Emily Watson, Nick Nolte, Will Patton and Brittany Murphy. fact_1 : Trixie is a 2000 American mystery-crime film directed by Alan Rudolph and starring Emily Watson, Nick Nolte, Will Patton and Brittany Murphy. fact_2 : Brittany Murphy-Monjack (born Brittany Anne Bertolotti; November 10, 1977 – December 20, 2009), known professionally as Brittany Murphy, was an American actress and singer. fact_3 : Her breakthrough role was as Tai Frasier in "Clueless" (1995), followed by supporting roles in independent films such as "Freeway" (1996) and "Bongwater" (1998). Answer: Brittany Murphy
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What American actress and singer, played roles in the films Trixie and Clueless?
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task934_turk_simplification
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task934-0d1ebc42d75048f9bdabf5b129316098
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In this task, you're given a sentence and your task is to generate a simplified sentence that focuses on lexical paraphrasing from the original sentence given in the input.
james i appointed him a gentleman of the chapel royal , where he served as an organist from at least 1615 until his death.
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james i appointed him a gentleman of the chapel royal where he served as a organist from 1615 until his death.
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task413_mickey_en_sentence_perturbation_generation
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task413-960fed587a3c4501bf4904a445cf3455
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Given a sentence, generate a new sentence by performing small changes on the sentence. Here, make sure that the changes are semantically related and syntactically similar to the input. And the generated sentence should have high commonsense plausibility, that is to have reasonable probability of it being true.
You are likely to find a monkey in a vegetable .
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You are likely to find a monkey in a hospital .
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task145_afs_argument_similarity_death_penalty
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task145-0367e6fb461945a1bf50d822e2799e1d
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We would like you to classify each of the following sets of argument pairs (discussing Death Penalty) into either SIMILAR or NOT SIMILAR. A pair of arguments is considered SIMILAR if the arguments are about the same FACET (making the same argument), and is considered NOT SIMILAR if they do not have the same FACET. A FACET is a low level issue that often reoccurs in many arguments in support of the author's stance or in attacking the other author's position.
Sent1: As of yet, we have not seen fact one that even one innocent person has been put to death.
Sent2: The list of men on death row who were found to be innocent and released is long and growing, and we can only guess how many innocents have been put to death.
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Similar
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task1595_event2mind_text_generation_1
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task1595-b2110b3e7eac46fd8d1baae3e8ca47e0
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The task is to generate text based of an event. For the given event, there will be a person who does the action in the event (usually PersonX). Your task is to write that persons emotional reaction to the event, i.e. how that person feels after doing the action.
PersonX is playing with PersonX's friends
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exhausted
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task578_curiosity_dialogs_answer_generation
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task578-30f9d02c879b4c31886ce094679a8e7d
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In this task, you are given dialogue, and you have to find the most critical location in the given conversation.
Hey, can you tell me about Macau Etymology please?
No Problem! Portuguese was the explores first to arrive, and when they asked the locals about what was the place names they said "Ma Kok". The locals thought they was asking about a temple.
That really funny and interesting fact. Can you tell me more?
Sure, the locals believed that a sea Goddess named Mazu blessed and protected the waters.
I didn't know that about their belief. Do you have any facts about Macau education?
Most Schools use Cantonese for instruction. They use Chinese for written education. They have compulsory classes in Mandarin.
Can you tell me about their higher education or universities?
Im sorry I don't have information in front of me about higher education, but a minority of private schools use English or Portuguese as the primary teaching language.
That is good to know for traveling. Can you tell me more about Macau?
It's a small city in the southern cost of China, It has its on currency, and economic rules. The dutch attempted to take this city on a battle called "Battle of Macau", However the Portuguese repelled successfully.
That's amazing what more can you share about their etymology or education?
Some students studying in neighboring areas of a place called Guangdong are eligible for tuition subsidies.
I've learned so much about Macau. Thank You for your help.
No Problem!
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Macau
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task370_synthetic_remove_divisible_by_3
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task370-fdee0ad8cba24996a8ffa751d206c6fe
|
In this task you will be given a list of integers. You should remove all of the integers that are divisible by 3 from the list. If every integer in the input list is divisible by 3 then an empty list should be returned. Zero is divisible by 3.
[-23, -58, 84, 15, -25, -26, -24, 29]
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[-23, -58, -25, -26, 29]
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task574_air_dialogue_sentence_generation
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task574-fb1fb7a1c68e45bbb0e777c9fb595a85
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In this task, you're given a dialogue between a customer and a flight booking agent with a gap in the conversation. Your job is to find the answer of the previous dialogue. Avoid using irrelevant extra information while creating the answer. The answer should be relevant to the question before the blank. If you fill the blank with a question, it should have an answer from the agent in the given dialogue. Fill the gap marked with underline.
customer: Hello.
agent: Hello,how can I assist you for the day?
customer: I want to cancel my reservation as my project got ramp down.Can you help me with that?
agent: May, I know your good name?
customer: I am Michelle Carter.
agent: Sorry, we found no reservation on your given name.
__
agent: Thank you for reaching us.
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customer: Ok, no issues. Thanks for the information.
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task934_turk_simplification
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task934-d69a6b3e56f1430bab65a597ffc38ed5
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In this task, you're given a sentence and your task is to generate a simplified sentence that focuses on lexical paraphrasing from the original sentence given in the input.
elizabeth ann smart -lrb- born november 3 , 1987 -rrb- is an american woman who was abducted from her salt lake city , utah bedroom on june 5 , 2002 at the age of 14.
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elizabeth ann smart was abducted from her bedroom on june 5 , 2002.
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task1369_healthfact_sentence_generation
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task1369-f6442dc948d147fab6c3deed9b5362b0
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Generate an explanation for the given claim using the provided supporting material from the paragraph. Please consider the following points while generating an output. 1) The claim will always have supporting proof in the paragraph, and the paragraph will have a clear point of view supporting the claim. 2) There can be instances where direct correlation to the claim is not available. Make use of the sentences in the paragraph to provide a corresponding output supporting the claim. 3) The explanation should be at least one and at most twelve sentences long.
Paragraph: Their goal: To protect communities such as Redwood Estates, where giant redwoods loom over the houses of tech workers who live in the wooded community just 20 miles from the heart of Silicon Valley. With California’s increasingly warm, dry and overgrown landscape, wildfire has become a perpetual danger. Among the most important tools the state has against fires is to mimic their effects: thinning trees and brush by hand to reduce the amount of vegetation that would become fuel in a fire, and using controlled burns to keep undergrowth and shrub lands in check. State lawmakers committed more than $200 million annually to fire prevention efforts and Gov. Gavin Newsom wants to spend even more, motivated by infernos such as one last year that killed 85 people in Paradise, California, some who died in their cars while trying to flee. Yet officials say efforts to make areas such as this road corridor in Northern California more fire safe are undercut by property owners who refuse to let fire crews work on their property. Offered the choice between clearing vegetation-choked areas or retaining greenery that acts as a shield against the din of the nearby highway, a small minority opted for privacy over safety or said they’d do the work themselves. That means patches of low-lying shrubs and some thickets of trees will remain when the job wraps up next year. As a result, future fires will retain potential avenues to spread into residential areas and threaten people and property. “It’s a chink in the armor,” said Ed Orre, division chief with Cal Fire, the state’s firefighting and fire prevention agency. “If that property catches fire, then you get a chain-reaction, domino effect... It compromises the effectiveness of the entire project.” Climate change and decades of lax land management practices put the U.S. West on a collision course with out-of-control wildfires, and authorities are now rushing to limit the potential damage from blazes that threaten year-round. Since 1970, the amount of land burned each year in California has increased five-fold. Across the 11 western states, acreage burned annually has doubled since 1984. Over the past three years, fires have killed 149 people and destroyed almost 25,000 homes across the state. California is now nearly 3 degrees (1.67 degrees Celsius) warmer than in 1990 due to climate change, with hotter temperatures during the Golden State’s long dry season removing moisture from plants and soils, said Park Williams, a climate scientist at Columbia University. “I see the recent wildfires as a tidal wave — it’s going to be very hard to stop that,” Williams said. Rapid residential development in recent decades boosted populations in high-risk areas. Almost 2 million homes are in flammable areas in western states, said Jennifer Balch, a fire expert at the University of Colorado. Some common but non-native plants — including eucalyptus trees, cheatgrass and pernicious shrubs such as French and Scotch broom — burn more readily than native species. Although it’s not feasible to manually thin all the forests and shrub land in California, targeted efforts to remove flammable vegetation in areas of high human activity can effectively reduce the chance of major fires. “If we’re going to do field treatment, we have to do it where it matters most — where people live and work,” Balch said. The changes in climate and development are on display Redwood Estates, which was conceived in the 1920s as a vacation community, an escape from the city where families could weekend in small cabins in the Santa Cruz Mountains. A promotional film from the community’s early days reveals that much of the surroundings were once bare of trees, due to logging and the use of the land for ranching and vineyards. Today those same views are largely blocked by thick stands of redwoods, oak and eucalyptus. Many of the community’s original cabins are gone, replaced by larger single-family homes that in some cases push right up to the property line. That leaves little space between houses and the forest, meaning embers could easily leap from house to house in a fire. Much of the surrounding land is also private, and real estate development grew unchecked for much of the past century. The area has a long history of large wildfires, yet the land on which Redwood Estates sits has not burned since the 1800s, said Jeff Bates, a lifelong resident of and manager for the local homeowners association. Route 17, which gets about 80,000 vehicles daily and is flanked by hundreds of homes, is the only direct way into or out of the area. Given the highway’s high traffic volume and frequent backups, a quick escape from an approaching fire is unlikely. Bates said a county emergency official told him that in the event of a major fire, “You folks are on your own.” “They won’t be able to get here — and we won’t be able to leave,” Bates said. While lightning strikes can start wildfires, today more than 95% in California are started by people — mostly accidentally. Fires are sparked by downed power lines, campfires, mechanical equipment such as chainsaws, and even hot vehicle exhaust pipes touching dry grass. Managing the risk of wildfires isn’t only the job of firefighters, say experts. The most important prevention strategy is education — teaching people about what starts accidental fires, and how to minimize them. They recommend avoiding highly flammable materials for roofs and decks, and not planting fire-prone non-native species. Yet these steps won’t entirely keep the flames away. “California is in the fire sweet spot,” said Williams, the climate scientist. “Some big fires are probably inevitable.” ___ Larson reported from Washington, D.C. ___ Follow Matthew Brown on Twitter: @MatthewBrownAP, and Larson on Twitter: @larsonchristina ___ The Associated Press Health and Science Department receives support from the Howard Hughes Medical Institute’s Department of Science Education. The AP is solely responsible for all content. Claim: As California thins forests to limit fire risk, some resist.
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Buzzing chainsaws are interrupted by the frequent crash of breaking branches as crews fell towering trees and clear tangled brush in the densely forested Santa Cruz Mountains south of San Francisco.
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task582_naturalquestion_answer_generation
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task582-b27459dd41e64c578780bdef0be9ca95
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In this task, You are given an open-domain question that can be answered based on factual information. Your task is to provide \*short\* answer (in a few words only) for the given question. The short answer can be one or more entities or it can also be boolean \*yes\* or \*no\*.
who owned the philipsburg manor before the break up
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Frederick Philipse III
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task1604_ethos_text_classification
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task1604-84689e898a2542fb9ace28a1d2c9c821
|
Given a comment, classify it into a 'hate' speech or 'not hate' speech. Answer using 'hate' or 'not hate'.
I hate being alone at night. Its fucking creepy
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not hate
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task632_dbpedia_14_classification
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task632-71859eb599204f529f6b125cce10823d
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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: Witness to Apartheid is a 1986 American documentary film directed by Sharon I. Sopher. It was nominated for an Academy Award for Best Documentary Feature. Written by Sharon I. Sopher and Peter Kinoy the film also won a Cine Golden Eagle. The filmmaker Sharon I. Sopher also won an Emmy Award for its direction.
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No
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task353_casino_classification_negotiation_elicit_pref
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task353-03b3ccc5d6ed41d6a0fc97d51c2c6c9d
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The input is taken from a negotiation between two participants who take the role of campsite neighbors and negotiate for Food, Water, and Firewood packages, based on their individual preferences and requirements. Given an utterance and recent dialogue context containing past 3 utterances (wherever available), output Yes if the utterance contains the elicit-pref strategy, otherwise output No. elicit-pref is a cooperative negotiation strategy. It is used to discover the preference order of the opponent in the negotiation.
Context: 'I can't complain since I have a fun trip coming up! How about you?' 'I'm pretty decent. I just had a bit of a problem with my blood sugar level but otherwise I'm doing fine.' 'Oh no! I hope you are okay! '
Utterance: 'Yeah, I'm okay now. It's just that I need to have a lot of food around to be able to manage it properly. Like on this camping trip.'
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No
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task586_amazonfood_polarity_classification
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task586-56d9fc5982114aaf9f13e947c2716dd7
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You are given a review of Amazon's food products. Your task is to divide them into two classes: negative or positive, depending on the content of the review.
These sprinkles do not taste good at all. Especially if you eat what you decorate right after you decorate it. Not that impressed
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Negative
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task496_semeval_answer_generation
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task496-9c2b7f4bccd641c786dd82fa1d1f3eea
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Given news headlines, an edited word and funniness labels. The original sentence has word with the given format {word}. Create new headlines by replacing {word} in the original sentence with edit word. Your task is to generate answer "Yes" if an edited sentence matches funniness label, otherwise generate answer "No".
News Headline: The Trumpist {Gets} Trumped
Edit: Trumpet
Label: Funny
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Yes
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task1504_hatexplain_answer_generation
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task1504-77e6d777293141c2a74092b735e638f4
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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.
nah hillary loves muzzies the same way she loves rapists those are her peeps
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hillary loves muzzies the same way she loves rapists
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task596_mocha_question_generation
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task596-5246e4eecccf46e581572baff38e7f94
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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.
Lee accidently met Austin at the park and they ended up having a great time together.
|
How would Lee feel afterwards?
|
task300_storycloze_order_generation
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task300-f1891a478514471895267c1ef88bdb57
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In this task, you're given a short story of five sentences written in natural language. However, the order of the given story is not correct. Your job is to return the correct order for the given five sentences to create a coherent short story with the new order that has the correct flow. Generate your answer using the number of sentences in the correct order, such as '23415'.
Sentence1: Unfortunately Sue was a terrible cook. Sentence2: Newly married, Sue liked to cook for her husband. Sentence3: She became a better cook. Sentence4: Bob ate her food anyway and told her it was good. Sentence5: On their first anniversary Bob gave Sue cooking lessons.
|
21534
|
task1502_hatexplain_classification
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task1502-a2a09d1ba0454123841ea92a043932d5
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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.
fuck mohamed and fuck sand niggers like you
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Offensive
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task611_mutual_multi_turn_dialogue
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task611-6b4a56637ae84a2fbc020fd115eb6ddd
|
In this task you are given a small conversation between two persons and 4 options on how the conversation should continue. Your job is to choose the most reasonable option. The conversation and the options are separated by a newline character. Each dialogue in the conversation are separated by a comma. F and M indicate female and male, respectively.
F: Excuse me, could you tell me where physics 403 is? Has it been moved? ,M: OK. Let me check on the computer. Err I'm sorry, but it says here that the class was cancelled. You should have got a notice letter about this.
(A) F: Thank you. I am here to find my physics class, now I should go. (B) F: Thank you. I am here just to get my notice letter. I have gotten it. (C) F: Excuse me, could you repeat the question? (D) F: Thank you. I have offered my mailing address. I should go to my physics class now.
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A
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task092_check_prime_classification
|
task092-b717c6bfe3554a6293c81881f1dfb306
|
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.
10736
|
No
|
task371_synthetic_product_of_list
|
task371-e8d656d261cc4a8ab084944c7db8d060
|
In this task you will be given a list of lists, of numbers. For every inner list, you should multiply every number in that list and put the results in your answer. The output should be a list of numbers with the same length as the number of the lists in the input list.
[[-25, -46, -45, 24, -22], [-45, -28], [-46, 0], [-17, -19, 5], [-12, -37], [29, 9, 39, 29, -42], [-2, -34, 20, -11], [-38, 21, -11, -40]]
|
[27324000, 1260, 0, 1615, 444, -12398022, -14960, -351120]
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task956_leetcode_420_strong_password_check
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task956-069296a703b647aea0927a4d510f7014
|
You are given a password and you need to generate the number of steps required to convert the given password to a strong password. A password is considered strong if (a) it has at least 6 characters and at most 20 characters; (b) it contains at least one lowercase letter and one uppercase letter, and at least one digit; (c) it does not contain three repeating characters in a row. In one step you can: (1) Insert one character to password, (2) delete one character from password, or (3) replace one character of password with another character.
password = Pb89HDb8qHR
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0
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task027_drop_answer_type_generation
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task027-710c6b556a024ee7aee038e28c62bbcb
|
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 Chargers' fourteenth game was an interconference duel with the 49ers which was played on Thursday Night. The Chargers took a quick lead with QB Philip Rivers throwing a 58-yard TD pass to WR Vincent Jackson. The lead was extended in the second quarter by kicker Nate Kaeding nailing a 25-yard field goal, followed by Rivers finding Jackson on an 11-yard touchdown pass. The Chargers continued to dominate with FB Mike Tolbert getting a 1-yard TD run, followed by Rivers connecting to Jackson on a 48-yard TD pass, then with Kaeding hitting a 39-yard field goal. The 49ers made their only score of the game with RB Brian Westbrook getting a 1-yard TD run. This game was also a blowout and San Diego improved to 8-6.
Question: How many yards was the longest touchdown pass?
|
span
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task092_check_prime_classification
|
task092-ee482cf355f74c1e937d92eadf9fea1f
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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.
54100
|
No
|
task611_mutual_multi_turn_dialogue
|
task611-d8fcbd849fa5446da8d4067920813665
|
In this task you are given a small conversation between two persons and 4 options on how the conversation should continue. Your job is to choose the most reasonable option. The conversation and the options are separated by a newline character. Each dialogue in the conversation are separated by a comma. F and M indicate female and male, respectively.
M: The newspaper says it will be cloudy and rainy today. What do you think? ,F: I don't believe it. Look! The sun is out. There is not one cloud in the sky.
(A) M: You are right. It is raining heavily outside. (B) M: I am afraid I did not quite catch what you were saying. Please repeat it. (C) M: Well, it is raining now but later the sun will come out. (D) M: Oh no. It is snowing now.
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B
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task580_socialiqa_answer_generation
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task580-f5e9fd62f39140318242229647b7df03
|
In this task, you're given a context, a question, and three options. Your task is to find the correct answer to the question using the given context and options. Also, you may need to use commonsense reasoning about social situations to answer the questions. Classify your answers into 'A', 'B', and 'C'.
Context: The planted needed to be watered so Kai added water to the plant.
Question: How would you describe Kai?
Options: (A) that they helped the plant (B) growing (C) responsible
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C
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task305_jeopardy_answer_generation_normal
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task305-53b25582a6cf426b80271bb7bb13f397
|
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 consistency, answers should be in all lower cased letters.
Category: THE WINTER'S TALE
Clue: The record winter snowfall for a 24-hour period was 78 inches at "Mile 47 Camp" in 1963 in this U.S. state
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alaska
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task1340_msr_text_compression_compression
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task1340-714f56ad4cf14cb9aa0236f91d2d9811
|
Given a text, write a compressed version of it in a single sentence.
The Pediatric Dentistry Clinic at the School is scheduled to be relocated later this year. The new clinic will be in the old grad pedo area across the hall from the Orthodontic Clinic in the south wing of the School.
|
The Pediatric Dentistry Clinic at the School is will be relocated. The clinic will be across the hall from the Orthodontic Clinic in the south wing of the School.
|
task1206_atomic_classification_isbefore
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task1206-90a701544e3a41c583a7b1c1694f0c29
|
In this task, you are given two phrases: Head and Tail, separated with <sep>. The Head and the Tail events are short phrases possibly involving participants. The names of specific people have been replaced by generic words (e.g., PersonX, PersonY, PersonZ). PersonX is always the subject of the event. You have to determine whether the Head happens before the Tail or not. Classify your answers into "Yes" and "No". The phrase may also contain "___", a placeholder that can be an object, a person, and/or an action.
Head: PersonX continues PersonX's search<sep>Tail: PersonX fails to find a roommate
|
Yes
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task1210_atomic_classification_madeupof
|
task1210-1b019172415542cb978c05ae618ee9c8
|
In this task, you are given two phrases: Head and Tail, separated with <sep>. The Head and the Tail events are short phrases possibly involving participants. The names of specific people have been replaced by generic words (e.g., PersonX, PersonY, PersonZ). PersonX is always the subject of the event. You have to determine whether the Head is a part, portion, or makeup of the Tail or not. Classify your answers into "Yes" and "No". The phrase may also contain "___", a placeholder that can be an object, a person, and/or an action.
Head: PersonX always lost<sep>Tail: stupid
|
No
|
task668_extreme_abstract_summarization
|
task668-ae288ae7f18a4673968006c09295c35c
|
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.
Global feature pooling is a modern variant of feature pooling providing better interpretatability and regularization. Although alternative pooling methods exist (eg. max, lp norm, stochastic), the averaging operation is still the dominating global pooling scheme in popular models. As fine-grained recognition requires learning subtle, discriminative features, we consider the question: is average pooling the optimal strategy? We first ask: ``is there a difference between features learned by global average and max pooling?'' Visualization and quantitative analysis show that max pooling encourages learning features of different spatial scales. We then ask ``is there a single global feature pooling variant that's most suitable for fine-grained recognition?'' A thorough evaluation of nine representative pooling algorithms finds that: max pooling outperforms average pooling consistently across models, datasets, and image resolutions; it does so by reducing the generalization gap; and generalized pooling's performance increases almost monotonically as it changes from average to max. We finally ask: ``what's the best way to combine two heterogeneous pooling schemes?'' Common strategies struggle because of potential gradient conflict but the ``freeze-and-train'' trick works best. We also find that post-global batch normalization helps with faster convergence and improves model performance consistently.
|
A benchmark of nine representative global pooling schemes reveals some interesting findings.
|
task672_nummersense
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task672-f4959b83bb0a4866b1b9ffda2cdf2032
|
In this task, find the most appropriate number to replace the blank (indicated with _ ) and express it in words.
Final nymphs molt into adult males or females, also with _ legs.
|
eight
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task901_freebase_qa_category_question_generation
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task901-ed8b900996294072971478dd823c5c19
|
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.
music
|
Who featured on the 2013 Florida Georgia Line hit Cruise?
|
task340_winomt_classification_gender_pro
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task340-5f19dc311b164719ad824f1ddd335d80
|
In this task, you are given a sentence and a profession that is mentioned in the sentence. The gender of the person with the given profession can be identified using the gendered pronouns that refer to them in the text. You are expected to identify the gender. Select from female and male.
Sentence: The mechanic greets with the receptionist because he was in a good mood.
Profession: mechanic
|
Male
|
task1447_drug_extraction_ade
|
task1447-69803c42538d4470ac34d5ebb781c179
|
In this task, you will be given sentences in which your task is to recognize the name of the drug or medicine. Drugs are substances that change a person's mental or physical state. They can affect how your brain works, how you feel and behave, your understanding, and your senses. Although there might be several correct answers, you need to write one of them.
The objective of this report is to describe a case of fixed drug eruption that occurred during omeprazole treatment.
|
omeprazole
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task585_preposition_classification
|
task585-d31f1cc93a5c483dada20d95fc26c722
|
In this task, you're given an input that contains two words, and your task is to predict the correct preposition that connects these two words. Predict the preposition that explicitly conveys both words' meaning, e.g., Word1: king
Word2: fort: "king of fort". Possible prepositions are: "of", "on", "in", "for", "from", "about", and "with".
Word1: whoop
Word2: dismay
|
of
|
task045_miscellaneous_sentence_paraphrasing
|
task045-29f7f9775ddd46bb9ec189aff8c1059e
|
You are given a question, its answer, and a sentence that supports the question, i.e., the answer to the question is inferable from the sentence. In this task, you need to paraphrase the given sentence so that the paraphrased sentence still supports the question i.e. you can still infer the answer to the question from the paraphrased sentence. Do not write a paraphrase with a minor change in the given sentence e.g. replacing the word "one" with "a". Instead, try to write a paraphrase that contains new words, i.e. the words that are not present in the input sentence.
Question: Which best describes a parallel circuit?
Answer: Electricity flows along more than one pathway.
Sentence: Electricity flows along more than one pathway best describes a parallel circuit.
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In a parallel circuit, the electricity flows along several pathways.
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task101_reverse_and_concatenate_all_elements_from_index_i_to_j
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task101-54e16f8dca7a4c2a83afa8d9e3f1cb47
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In this task, you are given inputs i, j, and A, where i and j are integers and A is a list. You need to find all elements of A from the ith element to the jth element, reverse the order in which they occur, and then concatenate them to output the resultant string. i and j will be non-negative, and will always have a value less than the length of A. i will always be less than j. Perform the operations in order, i.e., do not concatenate the elements and then reverse the string.
3, 13, ['a', 'F', '3449', 'M', '5181', '2989', '9531', 'D', 'x', 'U', 'b', 'T', '1135', 'W', '9319', 's', '6925']
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1135TbUxD953129895181M3449
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task594_sciq_question_generation
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task594-aeb4e99cdf52427eb7cb0b2cbe64a602
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Given a scientific passage and an answer, generate a question for the given answer.
Passage: Sodium belongs to the group of elements called the alkali metals. An alkaline solution is another name for a solution that is basic. All alkali metals react readily with water to produce the metal hydroxide and hydrogen gas. The resulting solutions are basic. Answer: alkali metals
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What group of elements does sodium belong to?
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task389_torque_generate_temporal_question
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task389-34f0f8f11c3946f8b2cc51b248266286
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In this task, a passage will be given and the goal is to generate a question about temporal relations based on that passage. A temporal relation describes the relation between two things with respect to time e.g., something happens/starts/terminates/... immediately/shortly/usually/... before/after/during/... something else.
Your question should include an event, or ask about an event, and should not be a yes/no question.
Passage: The pictures show Alderton, who was three months pregnant, a week before the discovery of her strangled body on December 10. Her boyfriend, Sam Jefford, 21, told the Sun newspaper that the murderer "has taken away the two most precious things in my life.
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What happened before the discovery of her strangled body?
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task499_extract_and_add_all_numbers_from_list
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task499-588793de796c4068bbfd8963596d1cfe
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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.
['y', '9625', 'K', 'L', 'v', 'c', 'A', '567', '269', 'W', '5105', '6945', 'K', 'z', 'a', 'q', 'O', '1775']
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24286
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task820_protoqa_answer_generation
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task820-afb41dab084f4aa8a8042cae1fa58fbb
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Write a correct answer for the question. You should reason about prototypical situations and provide the correct answer. Avoid answers that provide incomplete justification for the question.
name a word or phrase which includes the word "basket."
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basketball
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task074_squad1.1_question_generation
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task074-6114689cc1134245a20d16a117e2d74c
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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.
50 Hz systems support three scanning rates: 50i, 25p and 50p. 60 Hz systems support a much wider set of frame rates: 59.94i, 60i, 23.976p, 24p, 29.97p, 30p, 59.94p and 60p. In the days of standard definition television, the fractional rates were often rounded up to whole numbers, e.g. 23.976p was often called 24p, or 59.94i was often called 60i. 60 Hz high definition television supports both fractional and slightly different integer rates, therefore strict usage of notation is required to avoid ambiguity. Nevertheless, 29.97i/59.94i is almost universally called 60i, likewise 23.976p is called 24p.
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SD television fractional rates were often rounded to what?
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task112_asset_simple_sentence_identification
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task112-84506e98eee446ccb5068bbc1bafc616
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You will be given two pieces of text with the same meaning. One of them is simpler and easier to understand for non-native English speakers. Complex texts may contain more difficult words, have unnecessary phrases or contain long sentences. Your task is to choose the simpler piece of text. You are expected to output 'Text one' if the first sentence is simpler. Otherwise output 'Text two'.
Text one: Mattimeo by Brian Jacques is a fantasy novel, published in 1989.
Text two: Mattimeo by Brian Jacques is a fantasy novel, published in 1989.
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Text one
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task112_asset_simple_sentence_identification
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task112-de5c7af02d964d1d992650cc78d8fcd2
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You will be given two pieces of text with the same meaning. One of them is simpler and easier to understand for non-native English speakers. Complex texts may contain more difficult words, have unnecessary phrases or contain long sentences. Your task is to choose the simpler piece of text. You are expected to output 'Text one' if the first sentence is simpler. Otherwise output 'Text two'.
Text one: All species have a distinctly bear-like gait, due to their front legs being longer than their back legs.
Text two: Having longer front legs than back legs is responsible for their unique bear-like walk. This can be seen in all species.
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Text two
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task303_record_incorrect_answer_generation
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task303-cccaf88f2e134a038f8618eeafbb541e
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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.
(CNN) Donald Trump's administration has taken a tough stance on WikiLeaks in recent weeks. US officials told CNN last week that the Justice Department has prepared charges to seek the arrest of WikiLeaks founder Julian Assange. Attorney General Jeff Sessions said at a news conference on Thursday that Assange's arrest is a "priority" of the administration. But no Trump administration official went further in condemning the group than CIA Director Mike Pompeo, who, in a speech two weeks ago, called WikiLeaks a "hostile intelligence service." Pompeo's comments immediately drew attention to a tweet from July 2016 in which he linked to the WikiLeaks document dump of emails from the Democratic National Committee. Critics used the tweet to call out Pompeo for his dramatic reversal on WikiLeaks.Pompeo repeatedly cited WikiLeaks to attack Hillary Clinton during the campaign, a CNN KFile review shows.Donald Trump's administration has taken a tough stance on WikiLeaks in recent weeks.
Question:When WikiLeaks released _ campaign chair John Podesta's emails in October of 2016, Pompeo sent five tweets citing the revelations from the emails to attack Clinton and also mentioned the emails in media appearances.
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US
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task303_record_incorrect_answer_generation
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task303-d1b3d83c4a9e457fa8e278797ba43fcb
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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.
(CNN) One Friday night this month, Madeline Dahl, a 23-year-old nurse in the cardiology ICU at Seattle's University of Washington Medical Center, received an alert on her cell phone: Someone nearby needed help. Having just finished her shift, Dahl dropped what she was doing at the hospital and ran down five flights of stairs to the street. "It was right during a huge storm, so it was raining, and I was trying to figure out where they would be," she said. "And then I saw Zach was bent over somebody on the ground, so I ran over." Zach Forcade, a 27-year-old medical student, hovered above a man beside a bus stop outside the hospital. Forcade had seen Stephen DeMont fall to the ground and shouted to a passer-by to dial 911 before he performed chest compressions, trying to keep DeMont's heart beating.PulsePoint alerts CPR-trained people that aid is needed nearbyThe app means people in cardiac arrest can get help quicker
Question:DeMont feels grateful to _ and Dahl for the immediate CPR he received.
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Stephen DeMont
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task1368_healthfact_sentence_generation
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task1368-03d2307382a0405a908609b82728e865
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Given a paragraph, generate a claim that is supported by the given paragraph. 1) The claim must contain information from within the paragraph. 2) A sentence within the paragraph can be used as a claim. 3) The claim should not have contradictions within the paragraph. 4) The claim should be at most one sentence long.
The county’s juvenile court will collaborate with Valparaiso-based Great Lakes Labs to offer self-styled pharmacogenetic tests to youths in the criminal justice system, The (Northwest Indiana) Times reported. “Mental health for our kids is really, really important for us, because they grow up,” Porter County Circuit Court Judge Mary Harper said. “We need to help them, and we need to help our community, by helping our kids come out as healthy as possible.” Pharmacogenetic tests analyze patients’ genetic codes to decide which medications are more likely to be ineffective or cause damaging side effects. The testing is also done on drugs to treat conditions such as heart disease, pain and erectile dysfunction, but Porter County intends to use the psychiatric screening to address the high rate of mental health disorders among its juvenile offenders. Officials estimate that 70-80% of youths who enter the court system struggle with mental illness. Amy Beier, executive director of the county’s juvenile services, said the testing could be a “game-changer.” The county hopes to start offering the testing Nov. 1. Some in the medical community consider the tests unsubstantiated because of a lack of a research. The U.S. Food and Drug Administration has cautioned the public that the agency has not evaluated many of these tests and therefore they “may not be supported by clinical evidence.” But Great Lakes Labs officials noted that America’s largest private insurer, United Healthcare, recently announced its plans to begin covering the testing for psychiatric medications. Michelle Volk, president and CEO of Great Lakes Labs, called pharmacogenetics one of the most significant developments she’s seen in her four decades in the testing field. Juvenile justice officials are still deciding how to fund the program. They have secured some county money and are looking into possible state and federal subsidy opportunities. The tests cost roughly $300 apiece, but the price should be deemed an investment, Cox said. Jim Biggs, business development director of Great Lakes Labs and also a Porter County commissioner, said he believes the test results could be profound and receive national attention. “We think we’re onto something here, and we think we’re going to make a difference in some of these kids’ lives,” he said. ___ Information from: The Times, http://www.nwitimes.com
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Porter County to offer genetic tests for juvenile offenders.
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task579_socialiqa_classification
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task579-a1e4f337cf5b4f8cb5bd54acc1978065
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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: Kai didn't want to hurt anyone's feelings so they didn't tell the truth.
Question: How would you describe Kai?
Options: (A) considerate of others feelings (B) not thinking of others (C) a mean person who likes to lie to get what he wants
Answer: A
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Yes
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task268_casehold_legal_answer_generation
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task268-cb693615bac34c148b737ade0327c97c
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In this task, you will be shown a prompt from a judicial decision and multiple holding statements derived from citations following text in a legal decision. Holdings represent the governing legal rule when the law is applied to a particular set of facts. There are five answer choices for each citing text. The correct answer is the holding statement that corresponds to the citing text. The four incorrect answers are other holding statements. You should find the correct option. There is a <HOLDING> token in the position of the citing text prompt where the holding statement was extracted.
“A person can be convicted for conspiring with unknown persons, if the indictment charges conspiracy with unknown persons and the evidence supports their existence and their complicity in the conspiracy.” United States v. Dukes, 139 F.3d 469, 475 (5th Cir.1998); see also United States v. Villasenor, 894 F.2d 1422, 1428 (5th Cir.1990). For example, in Dukes we held that the evidence was sufficient to prove a conspiracy with an unidentified drug supplier who twice brought drugs for sale to a confidential informant in the defendant’s presence and who paid the defendant a portion of the proceeds from one sale that was successfully completed. Dukes, 139 F.3d at 472, 475. Here, the indictment charged that Boyd conspired with unknown persons, and Evelyn French tes x. 383, 387 (5th Cir.2010) (<HOLDING>). In short, it cannot be inferred whether the
Holding statements: (A) holding that evidence was insufficient to prove a conspiracy where the evidence did not show that individuals who sold drugs to the defendant knew that the drugs were meant to be resold (B) holding that evidence was insufficient to prove constructive possession where the defendant was in jail at the time the drugs were seized from his residence (C) holding extraneous evidence that defendant was using drugs admissible under rule 404b because evidence not offered to show that defendant was drug user and was using drugs at the time of the offense but to rebut the defense of consensual sex (D) holding that the evidence was insufficient to prove the offense of supplying contraband to a jail because the defendant was not in possession of the drugs when he was taken to jail where the arresting officer entered the jail with the drugs (E) holding that evidence that the defendant and a witness sold drugs together was relevant to prove how the witness knew the defendant
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(A)
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task509_collate_of_all_alphabetical_and_numerical_elements_in_list_separately
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task509-e3c6456a243545f398d16e64400085a4
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In this task, you are given an input list. A list contains several comma-separated items written within brackets. You need to collate all the alphabetical elements at the start of the list followed by all the numerical elements of the list. Maintain the order in which the alphabetical elements appear in the given input list, and do the same for the numerical elements.
['O', '7567', '7591', 'I', 'W', 'O', 'O', '4837', '2021', '1869', '7489', '5719', 'M', 't', 'A', 'P', 'Q', '9297', 'R', '2843', '5107', 'K', 'T', 'I', '8485', '27']
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O, I, W, O, O, M, t, A, P, Q, R, K, T, I, 7567, 7591, 4837, 2021, 1869, 7489, 5719, 9297, 2843, 5107, 8485, 27
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task002_quoref_answer_generation
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task002-a778c49dc7164206b3d1c673dec5872b
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In this task, you're expected to write answers to questions involving multiple references to the same entity. The answer to the question should be unambiguous and a phrase in the paragraph. Most questions can have only one correct answer.
Passage: In February 1935, at Bridge's instigation, Britten was invited to a job interview by the BBC's director of music Adrian Boult and his assistant Edward Clark. Britten was not enthusiastic about the prospect of working full-time in the BBC music department and was relieved when what came out of the interview was an invitation to write the score for a documentary film, The King's Stamp, directed by Alberto Cavalcanti for the GPO Film Unit.
Britten became a member of the film unit's small group of regular contributors, another of whom was W. H. Auden. Together they worked on the documentary films Coal Face and Night Mail in 1935. They also collaborated on the song cycle Our Hunting Fathers (1936), radical both in politics and musical treatment, and subsequently other works including Cabaret Songs, On This Island, Paul Bunyan and Hymn to St. Cecilia. Auden was a considerable influence on Britten, encouraging him to widen his aesthetic, intellectual and political horizons, and also to come to terms with his homosexuality. Auden was, as David Matthews puts it, "cheerfully and guiltlessly promiscuous"; Britten, puritanical and conventional by nature, was sexually repressed.In the three years from 1935 to 1937 Britten wrote nearly 40 scores for the theatre, cinema and radio. Among the film music of the late 1930s Matthews singles out Night Mail and Love from a Stranger (1937); from the theatre music he selects for mention The Ascent of F6 (1936), On the Frontier (1938) and Johnson Over Jordan (1939); and of the music for radio, King Arthur (1937) and The Sword in the Stone (1939).In 1937 there were two events of huge importance in Britten's life: his mother died, and he met the tenor Peter Pears. Although Britten was extraordinarily devoted to his mother and was devastated at her death, it also seems to have been something of a liberation for him. Only after that did he begin to engage in emotional relationships with people his own age or younger. Later in the year he got to know Pears while they were both helping to clear out the country cottage of a mutual friend who had died in an air crash. Pears quickly became Britten's musical inspiration and close (though for the moment platonic) friend. Britten's first work for him was composed within weeks of their meeting, a setting of Emily Brontë's poem, "A thousand gleaming fires", for tenor and strings.During 1937 Britten composed a Pacifist March to words by Ronald Duncan for the Peace Pledge Union, of which, as a pacifist, he had become an active member; the work was not a success and was soon withdrawn. The best known of his compositions from this period is probably Variations on a Theme of Frank Bridge for string orchestra, described by Matthews as the first of Britten's works to become a popular classic. It was a success in North America, with performances in Toronto, New York, Boston, Chicago and San Francisco, under conductors including John Barbirolli and Serge Koussevitzky.
Question: What was the name of the company Britten became a member of?
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GPO Film Unit.
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task109_smsspamcollection_spamsmsdetection
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task109-b0a7680a0ad1456cb956e56cef9641de
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In this task, you're given text messages in natural language. Your task is to classify those text messages based on their content into two classes: (1) Spam and (2) Ham messages. If the content of the given message is irrelevant to the receiver or is equally relevant to many other potential recipients then it must be labeled as ‘spam’, otherwise, it should be labeled as ‘ham’.
WIN: We have a winner! Mr. T. Foley won an iPod! More exciting prizes soon, so keep an eye on ur mobile or visit www.win-82050.co.uk
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spam
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task268_casehold_legal_answer_generation
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task268-7963cabd292b48dfb03f57e650628312
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In this task, you will be shown a prompt from a judicial decision and multiple holding statements derived from citations following text in a legal decision. Holdings represent the governing legal rule when the law is applied to a particular set of facts. There are five answer choices for each citing text. The correct answer is the holding statement that corresponds to the citing text. The four incorrect answers are other holding statements. You should find the correct option. There is a <HOLDING> token in the position of the citing text prompt where the holding statement was extracted.
preferred. See D.D.C. R. 405. Indeed, the courts have developed rules and presumptions that enable the most efficient use of limited judicial resources while at the same time protecting the various parties’ rights to have their claims and arguments heard and decided by an impartial decision-maker. Trial judges frequently receive extraneous information about parties appearing before them but are presumed to disregard it. See Harris v. Rivera, 454 U.S. 339, 347, 102 S.Ct. 460, 465, 70 L.Ed.2d 530 (1981). In the course of a trial, as well as at pre-trial suppression hearings or during discovery, a judge may inspect documents or evidence that go to the heart of a party’s case but are ultimately determined to be inadmissible. See United States v. Cowden, 545 F.2d 257, 265-66 (1st Cir.1976) (<HOLDING>). Similarly, a judge may have personal
Holding statements: (A) holding that appellate court reviewing trial courts habeas corpus ruling must review record evidence in light most favorable to ruling and uphold ruling absent abuse of discretion (B) holding that when defense counsel withdrew an objection to admission of evidence the defendant waived his right to a review of the courts ruling on appeal (C) holding that for error to be preserved on appeal with regard to admission of evidence in violation of a ruling on a motion in limine that the evidence is inadmissible an objection should be made at the time the evidence is offered (D) recognizing that judges are necessarily exposed to matters outside the record in the course of ruling on the admission of evidence (E) holding error in admission of evidence is harmless when it was merely cumulative to other evidence in the record
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(D)
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task1340_msr_text_compression_compression
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task1340-4acb084574244de0989a33cacb22c657
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Given a text, write a compressed version of it in a single sentence.
Charles Murray is a publicity genius, and the publication of his and Richard Herrnstein's book, The Bell Curve: Intelligence and Class Structure in American Life , in the fall of 1994 was his masterpiece.
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Charles Murray is a publicity genius. His and Richard Herrnstein's book was his masterpiece.
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task305_jeopardy_answer_generation_normal
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task305-0ccfb3455d034dc6a3733c5018ee85a3
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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 consistency, answers should be in all lower cased letters.
Category: ACTORS & ROLES
Clue: He played the title roles in "Nixon" & "Surviving Picasso"
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anthony hopkins
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task087_new_operator_addsub_arithmetic
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task087-e7cadd44b3624e59b482a16717b1be46
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In this task you will be given an arithmetic operation and you have to find its answer. The operators '+' and '-' have been replaced with new symbols. Specifically, '+' has been replaced with the symbol '@' and '-' with the symbol '#'. You need to perform the operations in the given equation return the answer
8825 @ 4144 # 5054 # 702
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7213
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task599_cuad_question_generation
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task599-91b0bf50a9eb4c4b85e93e84eb8e31df
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In this task, you're given a passage that represents a legal contract or clause between multiple parties. Your job is to write questions that ask the basic details corresponding to the legal contracts or clauses. Avoid questions that can be answered correctly without actually understanding the paragraph, and which might have multiple answers. The answer to each question should be unambiguous.
MOBILE APPLICATION DEVELOPMENT AGREEMENT (Agreement No: VAL/MAD/PVTINV/DC/190305/1) EDT (Electronic document transmissions)
EDT (Electronic document transmissions) shall be deemed valid and enforceable in respect of any provisions of this Contract. As applicable, this agreement shall be:- Incorporate U.S. Public Law 106-229, ''Electronic Signatures in Global and National Commerce Act'' or such other applicable law conforming to the UNCITRAL Model Law on Electronic Signatures (2001) and ELECTRONIC COMMERCE AGREEMENT (ECE/TRADE/257, Geneva, May 2000) adopted by the United Nations Centre for Trade Facilitation and Electronic Business (UN/CEFACT). EDT documents shall be subject to European Community Directive No. 95/46/EEC, as applicable. Either Party may request hard copy of any document that has been previously transmitted by electronic means provided however, that any such request shall in no manner delay the parties from performing their respective obligations and duties under EDT instruments.
PRIVATE & CONFIDENTIAL
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Source: VGRAB COMMUNICATIONS INC., 10-K, 1/29/2020
Mobile Application Development Agreement Agreement No: VAL/MAD/PVTINV/DC/190305/1
Mobile Application Development Agreement This Mobile Application Development Agreement (the Agreement) is made and effective from 5th Day of March, 2019 BETWEEN: VGrab Asia Ltd. (hereinafter called as the VAL), located at Room E, 6th Floor, Eastern Commercial Center, 397 Hennessy Road, Hong Kong. AND: Mr. Zheng Qing, Mr. Gu Xianwin and Ms. Chen Weijie (hereinafter called as the Developer), a group of private software developers individuals' lead and coordinated by Ms. Chen Weijie with its operations in P.R.China. And hereinafter, the parties hereto shall be referred to as Party or Parties. RECITALS Whereas, VAL wishes to engage the Developer for services as an independent contractor for the sole purpose of designing the Duesey Coffee Chinese Mobile Apps and backend software contained for iPhone, iPad, Android (Hereinafter called as the Project) developed as per the requirements specifications by VAL within this mobile application development agreement Whereas, the Developer is engaged in the making of such applications and holds all the necessary tools to obtain the needed results of this Project for VAL. NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, the parties hereto, intending, to be legally bound, agree as follows: SCOPE OF WORK The high level scope of work is the development of the Project on the requirements specifications as per Clause 6. Creative designs and graphics development is covered in the scope of work of this Agreement; Developer may recommend or create their own designs for the betterment of the App. COMMENCEMENT DATE This Agreement shall commence on 5th March 2019 AGREEMENT PERIOD This Agreement will be for the maximum period of six (6) months beginning for the commencement date, renewable in accordance with the terms hereof, unless earlier terminated pursuant to this Agreement.
Page 1 of 7
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Source: VGRAB COMMUNICATIONS INC., 10-K, 1/29/2020
Mobile Application Development Agreement Agreement No: VAL/MAD/PVTINV/DC/190305/1
ESTIMATION AND COMMERCIALS Platform iOS, Android
Development Chinese WeChat's Online Store, Social Media, Website, Online Promotion/Marketing and Online Payment for the P.R.China market. Total Delivery Time Min - 4 Calendar Months, Max - 6 Calendar Months Quotation (In USD) $ 200,000.00 Notes: Payments for this Agreement will be transferred by VAL via Bank Wire Transfer Method in US Dollars Currency as per Clause 5. PAYMENT TERMS All Parties agreed the payment listed below are fair and just for the services being provided. Payment to the following individual below within 7 days upon completion and handover on the Project to VAL. No. Name Function Amount
1. Ms. Chen Weijie Coordinator/Lead Developer USD100,000.00
2. Mr. Zheng Qing Developer USD50,000.00
3. Mr. Gu Xianwin Developer USD50,000.00 ENGAGEMENT PROCESS & MILESTONE The Engagement Process and Milestone corresponding for this Fixed Price Project Agreement are as follows: Graphic Design/ UI/ Creative Design/ multimedia The VAL is responsible for, and will supply any graphics/ design/ artwork/ multimedia (sound/ video) required for the project to the Developer at either the beginning of the project, or partially during the development. Developer will however put its recommendations; assist in graphic creation for the betterment of the App. Collaboration, coordination A status update on the progress of the work will be shared with VAL by the lead on milestones basis formally by developer, and informally on weekly/ fortnight/ or as and when required basis. Weekly status calls will also happen to discuss and review the work in progress. WeChat's Official Account Setup Developer will register a WeChat Official Account on behalf of VAL, which has access to all advanced APIs for the development of WeChat Online Duesey Coffee Store in P.R.China. WeChat's Official Social Media and Moments Setup Developer will develop and registered a Duesey Coffee Social Media Platform within the WeChat Official Account on behalf of VAL. WeChat's Mini Program and WeChat Pay Compliance
Page 2 of 7
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6.1
6.2
6.3
6.4
6.5
Source: VGRAB COMMUNICATIONS INC., 10-K, 1/29/2020
Mobile Application Development Agreement Agreement No: VAL/MAD/PVTINV/DC/190305/1
Developer will develop the Duesey Coffee Mini Program which incorporates the website, products storefront, inventory, ordering systems and payment system. Developer shall ensure the app is technically compliant to WeChat's App guidelines, and VAL's business compliance. Being Developer of the project, Developer will be responsible and liable for the product's business compliance with WeChat Mini Program and Payment guidelines. Simple tabular representation of the Milestone's definition schedule as per the points mentioned above:
No Definition Timeline
1
Setup WeChat Official Account for Duesey Coffee App design and Architecture completed. Backend API partially done. Front end Apps Alpha release initiated. Sent for test/ review by VAL
6 w e e k s u p o n s i g n i n g o f Agreement
2
WeChat Store Front and Backend development Social Medial and WeChat Moments Front and Backend development Backend API fully done. Front end Apps Alpha release completed. Sent for test/ review by VAL. Previously reported bugs fixed.
Week 7 - 13
3
Bugs or feedback escaped in Alpha release fixed. Front end Apps beta release completed. Sent for test/ review by VAL Live run of Duesey Coffee Apps in WeChat
Week 14 - 18
4
All Apps fully completed. Sent for test/ review by VAL. All bugs or feedback resolved and incorporated. Submission to the stores if all tests are passed.
Week 19 - 21
5 Bug Fixing Warranty Time. If any bug is reported then it will be resolved on priority. Week 22 - 23
6 Live and Handover Project to VAL Week 24
100 % Completed
CHANGE ORDERS Definition of Change Order: Any change or modification in functionality or feature or UI of the App required by VAL which is beyond agreed functional requirements considered in this Agreement will be considered as a Change in the original specifications, and that shall be agree by Developer to VAL or vice versa as a Change Order in writing.
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Source: VGRAB COMMUNICATIONS INC., 10-K, 1/29/2020
Mobile Application Development Agreement Agreement No: VAL/MAD/PVTINV/DC/190305/1
Change Orders do not however cover any bug or glitch fixing produced out of the code written by Developer as any bug will be fixed by Developer for free up to 3 months after final delivery (Bug Fixing Warranty). SCOPE OF DELIVERABLES No. Deliverable Name Scope
1. Duesey Coffee WeChatFunctionality Development WeChat Mobile App functionality to be developed across both platforms, API development.
2. Functional requirements & UI/Multimedia, backend access. VAL will supply products, logo, pricing and final design approval, multimedia, CMS access.
3. Application package App package to be shared with the VAL for testing andreview.
4. WeChat Official Account upload Apps to be uploaded in WeChat for public viewing anddownloading. DEVELOPMENT TECHNOLOGIES & TARGET DEVICES AND OS The proposed technologies are as follows: iOS SDK, Android, app.json, PHP iPhone and iPad running OS versions 5 to 8; Android devices running 3.0 and above. ASSUMPTIONS AND DEPENDENCIES The development and unit testing of the products will be done online for actual live functionality. The Developer shall on own cost use its credentials of its WeChat Developer Account to develop this Project for VAL. INTELLECTUAL PROPERTY RIGHTS AND OWNERSHIP All Intellectual Property during the project is owned by VAL, and will be turned over to VAL at the conclusion of the project by Developer and after the fulfillment of all commercial obligations by the VAL. All rights and title to Duesey Coffee Intellectual Property created pursuant to the Project shall belong to VAL and shall be subject to the terms and conditions of this Agreement.
Page 4 of 7
8.
9.
Development Technologies: Target Device and OS:
10. · ·
11. 11.1
11.2.
Source: VGRAB COMMUNICATIONS INC., 10-K, 1/29/2020
Mobile Application Development Agreement Agreement No: VAL/MAD/PVTINV/DC/190305/1
CONFIDENTIALITY Any information, data and/or contents of documents made available by a party hereto to the other for the purposes of this Agreement hereby contemplated shall not, without the prior written consent of such party, be disclosed to any person, firm or corporation (and to only such extent for) the implementation of the Agreement. Such information, data and/or contents of documents may be disclosed to officers, employees, auditors, solicitors and other professional advisors of this Agreement but only to the extent required in each instance for the implementation of the Agreement hereby contemplated. Each party hereto hereby undertakes with the other party hereto, and to the intent that such undertaking shall have full force and effect notwithstanding that such party shall cease to participate in the Agreement, that it will not, without the prior written consent of the other party hereto, divulge to any person, firm or corporation, any information on technical, economic, financial and marketing matters and any material, data and/or contents of documents received by such party hereto from the other party hereto relating to the Agreement except where (but only to the extent that) disclosure is required by law and will ensure that its employees and agents shall at all times observe this clause. TERMINATION VAL shall, in the event of Developer committing any breach of any of the terms and conditions of this agreement or for any other reason considered as sufficient, be entitled to terminate this agreement by giving two (2) weeks' notice in writing and it is applicable only when the project is not completed. If the customer terminates the agreement, then VAL shall compensate the Developer up to the date of termination with a fee calculated on Pro-rata basis. Developer may also terminate this Agreement by giving two (2) weeks' notice in writing to VAL. It is applicable only when the project is not completed. In case Developer terminates the agreement, it shall handover the entire project related IPR, work done till date to VAL. TERM OF AGREEMENT This Agreement commences on the date it is executed and shall continue until full performance by both parties, or until earlier terminated by one party under the terms of this Agreement. ENTIRE AGREEMENT AND GOVERNING LAW AND JURISDICTION This agreement supersedes all oral and written representations and agreements between the parties including, but not limited to any earlier agreement relating to the subject matter thereof. This agreement shall be construed, interpreted and governed by and in accordance with the laws of Hong Kong. In case the arbitration proceedings fail, an unresolved dispute between Developer and VAL is subject to the binding laws of Hong Kong as a first attempt at formal resolution. Should arbitration fail to reach a resolution and either party wish to pursue the dispute further, this shall be conducted within the binding laws of Hong Kong. LANGUAGE The English language shall be the medium used in all correspondence and legally binding tender.
Page 5 of 7
12. 12.1
12.2
13.
14.
15.
16.
Source: VGRAB COMMUNICATIONS INC., 10-K, 1/29/2020
Mobile Application Development Agreement Agreement No: VAL/MAD/PVTINV/DC/190305/1
NOTICE Any notice or other communication required or permitted to be given between the parties under this agreement shall be given in writing at the following address or such other addresses may be intimated from time to time:- For VAL Kind Attn: Mr. Charles Liong, CFO Located at Room E, 6th Floor, Eastern Commercial Center, 397 Hennessy Road, Hong Kong. For Developer Kind Attn: Ms. Chen Weijie, Coordinator/Lead Developer No 12-12-1, City Gardens Condo, Persiaran Raja Chulan, 50200 Kuala Lumpur, Malaysia ENTIRE AGREEMENT AND AMENDMENTS Save insofar as the terms herein contained are supplemented by the articles of association of the Cooperation, this Agreement represents the complete and entire understanding between the parties to the exclusion of all agreements to the contrary, whether oral or written, made prior to the date hereof. Any modification, amendment or alteration of this Agreement shall be made only with the written consent duty signed by all parties and shall be effective from the date of the revision or such other date as may be agreed upon between the parties. EFFECT OF HEADINGS The headings of the Clauses hereof have been inserted for convenience only and shall not affect the interpretation of the provisions of this Agreement. BINDING EFFECT This Agreement shall be binding on the successors in title and permitted assigns of the parties hereto.
Page 6 of 7
17.
18. 18.1
18.2
19.
20.
Source: VGRAB COMMUNICATIONS INC., 10-K, 1/29/2020
Mobile Application Development Agreement Agreement No: VAL/MAD/PVTINV/DC/190305/1
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first above written. Represented legally by For and on behalf of VGRAB ASIA LTD. Represented by: /s/ Liong Fook Weng Liong Fook Weng (Charles) Executive Director/Chief Financial Officer Represented legally by DEVELOPER /s/ Chen Weijie /s/ Zheng Qing Chen Weijie Zheng Qing Passport No: [REDACTED] Passport No: [REDACTED]
/s/ Gu Xianwin Gu Xianwin Passport No: [REDACTED]
Page 7 of 7
Source: VGRAB COMMUNICATIONS INC., 10-K, 1/29/2020
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Highlight the parts (if any) of this contract related to Warranty Duration that should be reviewed by a lawyer. Details: What is the duration of any warranty against defects or errors in technology, products, or services provided under the contract?
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task194_duorc_answer_generation
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task194-3bcb5a581b2d408aaa50612d1631af19
|
In this task, you will be shown an extract from a movie plot and a question. You need to provide the correct answer for it. Short answers containing words that are present in the passage are preferred.
Imaginaerum tells the story of an elderly composer, Tom, who suffers from severe dementia. As he has had the disease for years and has regressed into childhood, he remembers practically nothing from his adult life. His music, friends, all his past including the memory of his daughter are a blur in his fragile mind. All he has left is the imagination of a ten year old boy. As he drifts away into coma, it seems impossible to get back what he has lost. Or is it?The film is a journey between two different dimensions. Tom travels through his imaginary world seeking answers and finding memories, while his daughter, Gem, tries to recover the bond she had once shared with her father in the real world. As they have become more and more distant from each other over the years, and as theres even greater obstacles separating them now Toms coma and his imminent death Gems project feels doomed to failure. However, through Toms darkest secrets, Gem discovers the path she must follow in order to find her father again.There are some questions we must ask ourselves before entering the world of Imaginaerum. What is most important in life? Can the power of memories protect us during our last moments? Will our imagination help us find the spark of life in the deepest darkness? Can we still find love after bitter forgiveness?Imaginaerum is an emotional fantasy-adventure powered by the music of Nightwish. The story reminds us of our childhood where the smallest but most precious thing meant everything and losing it would have left an everlasting scar. Now its time to reopen the wound and see what became of it, but above all, where it came from., Question: Who plays the music in Imaginaerum?
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Answer: Nightwish
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task509_collate_of_all_alphabetical_and_numerical_elements_in_list_separately
|
task509-b10b95a9d4d64677831ff318407fae54
|
In this task, you are given an input list. A list contains several comma-separated items written within brackets. You need to collate all the alphabetical elements at the start of the list followed by all the numerical elements of the list. Maintain the order in which the alphabetical elements appear in the given input list, and do the same for the numerical elements.
['f', '5801', '7537', '1717', '4409', '7657', '9763', 'Y', '1421', 'T', 'p', '5295', '8411', '7663', '9393', '8451']
|
f, Y, T, p, 5801, 7537, 1717, 4409, 7657, 9763, 1421, 5295, 8411, 7663, 9393, 8451
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task070_abductivenli_incorrect_classification
|
task070-b41507947ddc461f83d9b905d1ad1a82
|
In this task, you will be shown a short story with a beginning, two potential middles, and an ending. Your job is to choose the middle statement that makes the story incoherent / implausible by indicating 1 or 2 in the output. If both sentences are plausible, pick the one that makes less sense.
Beginning: I bought a Shirley Temple doll for my wife's birthday. Middle 1: I sprayed the doll with febreeze. Middle 2: I sprayed the non-moppet with febreeze. Ending: That took the smell away.
|
2
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task636_extract_and_sort_unique_alphabets_in_a_list
|
task636-91b9e427d8c540198f37a0680c0c086c
|
In this task, you are given an input list A comprising of numbers and alphabets. You need to extract and sort the unique alphabets in the list. The alphabets in the input list will only be in lowercase. Return -1 if there is no alphabet in the input list.
['9005', 'm', 'd', '9319', '6273', 'y', 'i']
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d, i, m, y
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task292_storycommonsense_character_text_generation
|
task292-a7db71a484d14515842c34bc372f09f8
|
In this task, you're given a story (which contains five sentences only). Your task is to find all the characters which are available in the given story.
Sentence1: A man drank a soda. Sentence2: As he drank it, another man tripped and fell. Sentence3: The man with the soda laughed at the tripper's misfortune. Sentence4: The soda went up his nose, and the carbonation burned painfully. Sentence5: He had to admit to himself that it was a case of just deserts.
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Another man, Another man
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task846_pubmedqa_classification
|
task846-dd66ae2b3ce24d5fa741f13763577a37
|
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: Is risk of tuberculosis higher with anti-tumor necrosis factor monoclonal antibody therapy than with soluble tumor necrosis factor receptor therapy : The three-year prospective French Research Axed on Tolerance of Biotherapies registry?
Answer: The risk of TB is higher for patients receiving anti-TNF mAb therapy than for those receiving soluble TNF receptor therapy. The increased risk with early anti-TNF treatment and the absence of correct chemoprophylactic treatment favor the reactivation of latent TB.
|
yes
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task575_air_dialogue_classification
|
task575-7da2437f465a49e3b3864723c669c7b8
|
In this task, you are given a dialogue from a conversation between an agent and a customer. Your task is to determine the speaker of the dialogue. Answer with "agent" or "customer".
Sure, please provide me your travel dates.
|
agent
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task1295_adversarial_qa_question_answering
|
task1295-5a8b705836c44766994427749d2228d0
|
In this task, you are given a question and a context passage. You have to answer the question based on the given passage.
What kind of things play a part in intelligibility?, Context: In addition to having evolved, for the most part, separately from one another and with distinct individual histories, the Latin-based regional Romance languages of Italy are also better classified as separate languages rather than true "dialects" due to the often high degree in which they lack mutual intelligibility. Though mostly mutually unintelligible, the exact degree to which the regional Italian languages are mutual unintelligible varies, often correlating with geographical distance or geographical barriers between the languages, with some regional Italian languages that are closer in geographical proximity to each other or closer to each other on the dialect continuum being more or less mutually intelligible. For instance, a speaker of purely Eastern Lombard, a language in Northern Italy's Lombardy region that includes the Bergamasque dialect, would have severely limited mutual intelligibility with a purely standard Italian speaker and would be nearly completely unintelligible to a speaker of a pure Sicilian language variant. Due to Eastern Lombard's status as a Gallo-Italic language, an Eastern Lombard speaker may, in fact, have more mutual intelligibility with a Occitan, Catalan, or French speaker than a standard Italian or Sicilian language speaker. Meanwhile, a Sicilian language speaker would have an greater degree of mutual intelligibility with a speaker of the more closely related Neapolitan language, but far less mutual intelligibility with a person speaking Sicilian Gallo-Italic, a language that developed in isolated Lombard emigrant communities on the same island as the Sicilian language.
|
geographical
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task390_torque_text_span_selection
|
task390-046d75dcafeb4bb381489bf976f9c5e0
|
In this task, you will be given a passage, a question and a list of single-word events identified from the passage. The goal is to point out all events from the given event list that can answer the question. If a question is unanswerable or none of the events answer the question, output should be empty.
Passage: Doctor Than Aung, an MP for a Rangoon township was sentenced Friday for running an unlicensed clinic and causing the death of a patient through negligence. He has been sent to the capital's notorious Insein prison. Question: What must happen before doctor was sent to prison? Events: ['sentenced', 'running', 'causing', 'death', 'sent', 'negligence']
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death
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task064_all_elements_except_first_i
|
task064-d9dc0eae530f4d6d8f6d890b7e5e3526
|
In this task, you are given inputs i and A, where i is an integer and A is a list. You need to list all the elements of A after the first i elements. i will always have a value less than the length of A.
9, ['R', '9075', '7211', 'Y', 'M', '7547', 'L', 'D', 'U', '7233', 'F', '2405', 'x', 'k', 'H', 'J', '5309', '6509', 's', 'X', '33', '6635', '921', '1743', 'f', '49', '6421', 'O', 'L', '1573']
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7233, F, 2405, x, k, H, J, 5309, 6509, s, X, 33, 6635, 921, 1743, f, 49, 6421, O, L, 1573
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task820_protoqa_answer_generation
|
task820-a99adbed68ca4b919a6b70ec97322c7b
|
Write a correct answer for the question. You should reason about prototypical situations and provide the correct answer. Avoid answers that provide incomplete justification for the question.
name a place where cowboys hang out.
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rodeo
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task1602_webquestion_question_genreation
|
task1602-d841edc8f90d4f63af382bf5a2bd039e
|
You are given a concept, and a list of answers. You should generate a question about the concept that leads to the given answer(s).
concept: Liam Neeson answers: ['Excalibur', 'Kingdom of Heaven', 'Batman Begins', 'Gangs of New York', 'Nailed', 'K-19: The Widowmaker', "Pilgrim's Progress", 'Husbands and Wives', 'Darkman']
|
what films did liam neeson star in?
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task161_count_words_containing_letter
|
task161-f88c7f084807439f83c5ffb826e55447
|
In this task, you need to count the number of words in a sentence that contain the given letter
Sentence: 'a bunch of women celebrating a womans birthday in an office building'. How many words contain the letter 'c' in the sentence.
|
3
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task344_hybridqa_answer_generation
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task344-c2d30a798a8d4aa0a37c7a86e2cd116e
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In this task, you will be presented with a question and you have to answer the question based on your knowledge. Your answers should be as short as possible.
When was the second baseman born ?
|
February 9 , 1991
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task165_mcscript_question_answering_commonsense
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task165-7a9be4c6fa0b4290b137dee97b0e4309
|
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: Lunchtime . What to have ? I knew there was fresh lunch meat in the refrigerator . There was salami , turkey , ham and bologna to chose from . I decided on ham and American cheese . I took it out of the refrigerator along with lettuce and mustard . Then I put the bread back into the cupboard . I put the bread on a plate and layered on ham , cheese and lettuce . I cut up a tomato and added a slice . I cut the sandwich in half and added a handful of potato chips to my plate . I put the meat and cheese back into the refrigerator and headed to the table to enjoy my sandwich with a glass of milk . Question: How much wheat bread did they take out? Option1: Four slices. Option2: Two slices.
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Two slices.
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task311_race_question_generation
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task311-787553a47ebf4f56aaa470c416221128
|
In this task, you're given an article and an answer. Your task is to generate the question for the answer based on the given article.
Article: You may have noticed something different when you ate at your favorite restaurant. Or perhaps you picked up on it while looking through your social media apps . You guessed it ---we're becoming a foodie culture. For some, that means photographing every dish, but others are taking it one step further. Sophia Hampton, a senior at Staples High School in US, chooses to make her own food. She has been published in Future Chefs, a cookbook of recipes by teens. Hampton's best advice for those who want to be foodies is to get in the kitchen. "Start cooking," she said. "There are so many resources online, like recipes and articles about food. Go to your local farmers' market and start cooking with them. Besides blogs and online resources, there are also hands-on cooking classes for students. The Chopping Block, a Chicago cooking school, offers many different classes for teens, including courses on chocolate and French food. By attending cooking classes, surfing online and going to restaurants, you can find endless recipes. But sometimes becoming a real foodie means being behind a camera. As our food-loving culture becomes more popular and teen-friendly, social media apps like Facebook, have become major players in food culture. "Getting involved in foodie culture is as easy as having a camera and a social media app," one foodie said. "I always go to streets and farmers' markets to take beautiful pictures of food. Wherever food prices are expensive, the photos are free."
Answer: Cook food by themselves.
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What does Hampton advise those who want to be foodies to do?
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task368_synthetic_even_or_odd_calculation
|
task368-be5cf658fbab4e56b240cb5b729abc56
|
In this task you will be given a list of integers. For every element in the list, if the element is even you should divide by 4, if the element is odd you should multiply by 4 then add 2. The output should be a list of numbers that is the result of applying that logic to the input list. You should not round any decimals in the output. Zero should be counted as an even integer.
[-86, 25, -59, -85, 72, -60, 89, 90, 4]
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[-21.5, 102, -234, -338, 18.0, -15.0, 358, 22.5, 1.0]
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task683_online_privacy_policy_text_purpose_answer_generation
|
task683-1f652495efcb4f19a19a9a34a6f12286
|
Given a part of privacy policy text, identify the purpose for which the user information is collected/used. The purpose should be given inside the policy text, answer as 'Not Specified' otherwise
Another part of the company or institution does receive your unspecified personal information for marketing purposes. The data is personally identifiable. You can opt out by contacting the company for the use of your information.
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Marketing
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task848_pubmedqa_classification
|
task848-684e977ad1224e80af1155f9dc9b5617
|
Given a passage classify if the passage has a definite objective/aim/goal or not. Output '1' if the passage has a defininte objective/aim/goal and output '0' if the passage does not have a definite objective/aim/goal.
To evaluate the effects of an intensive postoperative physiotherapy program focused on respiratory exercises in patients undergoing lobectomy by open thoracotomy.', 'Quasi-experimental study.', 'Tertiary referral academic hospital.', '208 patients undergoing lobectomy by open thoracotomy.', 'Control group patients (n=102) received standard medical/nursing care, and experimental group patients (n=106) added to the standard clinical pathway a daily physiotherapy program focused on respiratory exercises until discharge.', 'Analyzed outcomes were the frequency of postoperative pulmonary complications (PPCs) more amenable to physiotherapy (pneumonia, atelectasis and respiratory insufficiency) and length of hospital stay (LOS).', 'Both groups were comparable regarding preoperative and surgical characteristics. Incidence of PPCs was 20.6% in control and 6.6% in experimental group (P=.003). Median (IQR) LOS in control group was 14 (7) days (Huber M estimator 14.21) and 12 (6) days (Huber M estimator 12.81) in experimental. Logistic regression model identified the evaluated physiotherapy program (P=.017; EXP [B] 95% CI 0.081-0.780) and % FEV1 (P=.042; EXP [B] 95% CI 0.941-0.999) as protective factors for the development of PPCs in patients undergoing lobectomy.
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1
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task1295_adversarial_qa_question_answering
|
task1295-71796c3873a04d98b9005f61aa9cc6de
|
In this task, you are given a question and a context passage. You have to answer the question based on the given passage.
Which location is closer to Paris, London or Calais?, Context: Paris is located in northern central France. By road it is 450 kilometres (280 mi) south-east of London, 287 kilometres (178 mi) south of Calais, 305 kilometres (190 mi) south-west of Brussels, 774 kilometres (481 mi) north of Marseille, 385 kilometres (239 mi) north-east of Nantes, and 135 kilometres (84 mi) south-east of Rouen. Paris is located in the north-bending arc of the river Seine and includes two islands, the Île Saint-Louis and the larger Île de la Cité, which form the oldest part of the city. The river's mouth on the English Channel (La Manche) is about 233 mi (375 km) downstream of the city, established around 7600 BC. The city is spread widely on both banks of the river. Overall, the city is relatively flat, and the lowest point is 35 m (115 ft) above sea level. Paris has several prominent hills, the highest of which is Montmartre at 130 m (427 ft). Montmartre gained its name from the martyrdom of Saint Denis, first bishop of Paris, atop the Mons Martyrum, "Martyr's mound", in 250.
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Calais
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task378_reverse_words_of_given_length
|
task378-c2096a22f9af41a4be7e1ce418dec165
|
In this task, you need to reverse all words of a given length in the sentence. The number of letters in a word determine its length. For example, the length of the word "apple" is 5.
Sentence: 'a silver bus driving down a street with tall buildings'. Reverse all words of length '3' in the given sentence.
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a silver sub driving down a street with tall buildings
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task153_tomqa_find_location_hard_clean
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task153-9813ab03198b45acbda1920546316683
|
Given a story, answer the question about the story. The question is the last sentence in the input. These stories can be difficult due to their length and how each story has at least one of the three following scenarios: the first is when the individual's belief matches reality, the second is when the individual's belief does not match reality, and the third 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.
Jack entered the study. Owen entered the study. The apple is in the red_bucket. Owen exited the study. Jack moved the apple to the red_envelope. Jack exited the study. Owen entered the study. Where was the apple at the beginning? Jack entered the study. Owen is in the study. The green_pepper is in the red_envelope. Jack moved the green_pepper to the red_bucket. Where is the green_pepper really? Jack entered the playroom. Oliver entered the playroom. The spinach is in the green_box. Jack moved the spinach to the green_suitcase. Where will Oliver look for the spinach? Hannah entered the playroom. Owen entered the playroom. The cucumber is in the green_suitcase. Hannah moved the cucumber to the green_box. Where was the cucumber at the beginning? Hannah is in the playroom. Jack is in the playroom. The cucumber is in the green_box. Hannah moved the cucumber to the green_suitcase. Where will Jack look for the cucumber?
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green_suitcase
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task904_hate_speech_offensive_classification
|
task904-d66d1e63a4214182aadc4677d9f20f60
|
Classify the given tweet into the three categories: (1) 'Hate Speech', (2) 'Offensive' and (3) 'Neither'. 'Hate Speech' is kind of a threating statement or sometimes include call for violence while 'offensive' statement just offensds someone. 'Neither' is when it doesn't fall into Hate Speech or Offensive category.
“@EdgarGuillenjr: Lol good now I got them nasty rednecks off my back I can take care of business” @BlakeAnderson21 @Dalton_ryann he serious
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Offensive
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task649_race_blank_question_generation
|
task649-0f488515e70a4ed49d875da9b5e84303
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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: SPECIAL EVENTS THIS WEEKEND Captain Goodfellow Do you children enjoy interesting stories funny games, and exciting dance? Captain Goodfellow will be ready to teach a11 these things to children at the City Theatre on Saturday morning at 10:00, free. morning at 10:00 Free. Walking Tour of the Town Forget your worries on Saturday morning. Take a beautiful walk and leam about local history. Meet at the front entrance of City Hall at 9:30. Wear comfortable shoes! Films at the Museum Two European films will be shown on Saturday afternoon at the Museum Theatre. See Broken Window at 1:30. The workers will be at 3:45. For further information, call 4987898. International Picnic Are you tired of eating the same kind of food every day? Come to Central Park on Saturday and enjoy food from all over the world. Delicious and not expensive. Noon to 5 :00 p. m. Take me out to the Ballgame It's October, and tonight is your last chance to see the Red- birds this year. Get your tickets at the gate. It might be cold... don't forget sweaters and jackets. Do you want to hear "The Zoo"? "The Zoo", a popular rock group from Australia, will give their first US. Concert tomorrow night at 8 Rose Hall, City College.
Answer: at Central Park on Saturday
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You can probably eat Chinese, Italian and Arab food _ .
|
task851_synthetic_multiply_evens
|
task851-ac536530ddf74a79a4904548041cbebb
|
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 even 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 even numbers in an inner list you should output 0 for that list.
[[-21, -12, -13], [-37, -23, -6, -17], [14, -14], [23, 22, 34], [23, 15], [42, -42, 31, -50], [22, 44, -8, 13, -20]]
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[-12, -6, -196, 748, 0, 88200, 154880]
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task413_mickey_en_sentence_perturbation_generation
|
task413-b63b773cc5f047d0a9d488acc84b0f40
|
Given a sentence, generate a new sentence by performing small changes on the sentence. Here, make sure that the changes are semantically related and syntactically similar to the input. And the generated sentence should have high commonsense plausibility, that is to have reasonable probability of it being true.
A system can supply several gates .
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A list can grow several items .
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task386_semeval_2018_task3_irony_detection
|
task386-20757b05cb804be4be9c1dad833a8ca5
|
In this task you are given a tweet. You must judge whether the tweet is ironic or not. We define two type of irony for this task ("polarity","situational"). Situational irony happens when a situation fails to meet some expectations. polarity irony happens when irony is achieved by inverting the intended sentence. Label the instances as "ironic" or "not" based on your judgment. Note that URLs in the text have been replaced with [Link].
A tiring selfiee!!but yet looks #freshh :P Aftr long work!!! I love unii [Link]
|
ironic
|
task1400_obqa_incorrect_answer_generation
|
task1400-f28b715df33147af8096eada18c208f9
|
This task is about generating an incorrect answer to a question given the question and a true statement related to the question. The answer must be related to the question, but incorrectly answer it given the context.
Fact: matter in the liquid state drips. Question: If an icicle melts, or steam condenses, that matter would?
|
fry
|
task929_products_reviews_classification
|
task929-814523ebe853428283f87e4e73392414
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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.
I love my dog and want her to be healthy. It has been very difficult for me lately. All dogs are not made the same. But at this price how can you resist. My poor old arthritic husband is enjoying his "treats" now.
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Bad review
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task1207_atomic_classification_atlocation
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task1207-343cb9ca118047bc8788d5da337a58df
|
In this task, you are given two phrases: Head and Tail, separated with <sep>. The Head and the Tail events are short phrases possibly involving participants. The names of specific people have been replaced by generic words (e.g., PersonX, PersonY, PersonZ). PersonX is always the subject of the event. You have to determine whether the Head is located or can be found at/in/on the Tail or not. Classify your answers into "Yes" and "No". The phrase may also contain "___", a placeholder that can be an object, a person, and/or an action.
Head: PersonX accomplishes the ___ in view<sep>Tail: gets hired at a new job
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No
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task405_narrativeqa_question_generation
|
task405-9b706e5e62384f82ba82ca38cb95789e
|
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.
Villette begins with its famously passive protagonist, Lucy Snowe, age 14, staying at the home of her godmother Mrs. Bretton in "the clean and ancient town of Bretton", in England. Also in residence are Mrs. Bretton's son, John Graham Bretton (whom the family calls Graham), and a young visitor, Paulina Home (who is called Polly). Polly is a peculiar little girl who soon develops a deep devotion to Graham, who showers her with attention. But Polly's visit is cut short when her father arrives to take her away.
For reasons that are not stated, Lucy leaves Mrs. Bretton's home a few weeks after the Polly's departure. Some years pass, during which an unspecified family tragedy leaves Lucy without family, home, or means. After some initial hesitation, she is hired as a caregiver by Miss Marchmont, a rheumatic crippled woman. Lucy is soon accustomed to her work and has begun to feel content with her quiet lifestyle.
During an evening of dramatic weather changes, Miss Marchmont regains all her energy and feels young again. She shares with Lucy her sad love story of 30 years previously, and concludes that she should treat Lucy better and be a better person. She believes that death will reunite her with her dead lover. The next morning, Lucy finds Miss Marchmont dead.
Lucy then leaves the English countryside and goes to London. At the age of 23, she boards a ship for Labassecour despite knowing very little French. She travels to the city of Villette, where she finds employment as a bonne (nanny) at Mme. Beck's boarding school for girls. (This school is seen as being based upon the H gers' Brussels pensionnat). After a time, she is hired to teach English at the school, in addition to having to mind Mme. Beck's three children. She thrives despite Mme. Beck's constant surveillance of the staff and students.
"Dr. John," a handsome English doctor, frequently visits the school because of his love for the coquette Ginevra Fanshawe. In one of Villette's famous plot twists, "Dr. John" is later revealed to be John Graham Bretton, a fact that Lucy has known but has deliberately concealed from the reader. After Dr. John (i.e., Graham) discovers Ginevra's unworthiness, he turns his attention to Lucy, and they become close friends. She values this friendship highly despite her usual emotional reserve.
We meet Polly (Paulina Home) again at this point; her father has inherited the title "de Bassompierre" and is now a Count. Thus her name is now Paulina Home de Bassompierre. Polly and Graham soon discover that they knew each other in the past and renew their friendship. They fall in love and eventually marry.
Lucy becomes progressively closer to a colleague, the irascible, autocratic, and male chauvinist professor, M. Paul Emanuel, a relative of Mme. Beck. Lucy and Paul eventually fall in love.
However, a group of conspiring antagonists, including Mme. Beck, the priest P re Silas, and the relatives of M. Paul's long-dead fianc e, work to keep the two apart. They finally succeed in forcing M. Paul's departure for the West Indies to oversee a plantation there. He nonetheless declares his love for Lucy before his departure and arranges for her to live independently as the headmistress of her own day school, which she later expands into a pensionnat (boarding school).
During the course of the novel, Lucy has three encounters with the figure of a nun which may be the ghost of a nun who was buried alive on the school's grounds as punishment for breaking her vow of chastity. In a highly symbolic scene near the end of the novel, she discovers the "nun's" habit in her bed and destroys it. She later finds out that it was a disguise worn by Ginevra's amour, Alfred de Hamal. The episodes with the nun no doubt contributed substantially to the novel's reputation as a gothic novel.
Villette's final pages are ambiguous. Although Lucy says that she wants to leave the reader free to imagine a happy ending, she hints strongly that M. Paul's ship was destroyed by a storm during his return journey from the West Indies. She says that, "M. Emanuel was away three years. Reader, they were the three happiest years of my life." This passage suggests that he was drowned by the "destroying angel of tempest."
Bront described the ambiguity of the ending as a "little puzzle."
|
Why does Dr. John frequently visit the school?
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task846_pubmedqa_classification
|
task846-925ac256090a467ea58ddfefb254ce9c
|
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: Is image more than a uniform : the promise of assurance?
Answer: Overall appearance and behaviors define the image of nurses and contribute significantly to the brand of assurance.
|
yes
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task114_is_the_given_word_longest
|
task114-922767fe6d4648da88727fe3b57d414d
|
In this task, you need to answer 'Yes' if the given word is the longest word (in terms of number of letters) in the given sentence, else answer 'No'. Note that there could be multiple longest words in a sentence as they can have the same length that is the largest across all words in that sentence.
Sentence: 'brocolli on the dashboard of a car on a street'. Is 'brocolli' the longest word in the sentence?
|
No
|
task125_conala_pair_differences
|
task125-66a7ac4c18d7442084a470bb222f6815
|
In this task you are given a list of integers and you need to find the absolute value of the difference between each two consecutive values. The output should be a list of the absolute value of the differences of each two consecutive values.
[86, -28, 84, -89, 35, 18, -30, -83, -12, -100, 43, 40, -89, 22, 95]
|
[114, 112, 173, 124, 17, 48, 53, 71, 88, 143, 3, 129, 111, 73]
|
task114_is_the_given_word_longest
|
task114-b93cbb28057e401689bf663e1ec75753
|
In this task, you need to answer 'Yes' if the given word is the longest word (in terms of number of letters) in the given sentence, else answer 'No'. Note that there could be multiple longest words in a sentence as they can have the same length that is the largest across all words in that sentence.
Sentence: 'a large deep dish pizza on a table'. Is 'a' the longest word in the sentence?
|
No
|
task1445_closest_integers
|
task1445-4fd2527ca97f42e0816c178cfdff2510
|
In this task you will be given a list of integers. You should find the minimum absolute difference between 2 integers in the list. The absolute difference is the absolute value of one integer subtracted by another. The output should be a single integer which is the smallest possible absolute distance.
[-70, -77, 72, 90, 98, 4, 64, -81, 97, 22]
|
1
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task581_socialiqa_question_generation
|
task581-28ea73152bbe40088c162dff2ad58ffc
|
In this task, you're given context and an answer. Your task is to generate the question for this answer based on the given context with commonsense reasoning about social situations..
Context: Jan stood face to face with her aggressor and was ready to fight.
Answer: be brave
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What does Jan need to do before this?
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task111_asset_sentence_simplification
|
task111-58c97ae5d02c4b898d913a4d9c97386c
|
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.
This is probably one of the sources of Sarasvati / Benzaiten's close association with snakes and dragons in Japan.
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This is probably one of the sources of Sarasvati / Benzaiten's close association with snakes and dragons in Japan.
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