Contract analysis
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Contract analysis / due-diligence-request-list.docx
due-diligence-request-list.docx
High · 1
Medium · 0
Standard · 1
1. Temporal Scope. Unless otherwise noted in a specific request, all requests cover the p
1. Temporal Scope. Unless otherwise noted in a specific request, all requests cover the period from the inception of Caliston BioSciences, Inc. (2017) through the present date. Where a request specifies a different time period, documents from the specified period should be produced.
2. Definition of "Caliston" or the "Company." As used herein, "Caliston" or the "Company"
2. Definition of "Caliston" or the "Company." As used herein, "Caliston" or the "Company" refers to Caliston BioSciences, Inc., a Delaware corporation with its principal offices located at 88 Harbor Point Road, Cambridge, MA 02142, together with any subsidiaries, affiliates, or predecessor entities, unless the context clearly indicates otherwise.
3. Most Current Versions. Please provide copies of all documents in their most current fo
3. Most Current Versions. Please provide copies of all documents in their most current form, together with all prior versions, amendments, supplements, restatements, side letters, waivers, consents, exhibits, schedules, and related correspondence that are necessary to understand the complete terms and conditions of each document.
4. Voluminous Productions. Where documents responsive to a particular request are volumin
4. Voluminous Productions. Where documents responsive to a particular request are voluminous, an index, summary, or schedule may be provided initially in lieu of the full documents, with the understanding that full documents will be provided promptly upon request by Calderwood & Harkness LLP. The provision of a summary or index shall not be deemed a substitute for full production unless expressly agreed to in writing
5. Materiality Threshold. Requests for "material" items should be interpreted to include
Standard
⚑ Commercial term
5. Materiality Threshold. Requests for "material" items should be interpreted to include any item involving consideration, liability, commitment, or exposure in excess of One Hundred Thousand Dollars ($100,000), unless the context of the specific request indicates a different threshold or unless a different dollar amount is expressly stated.
6. Format of Production. All documents should be produced in native electronic format whe
6. Format of Production. All documents should be produced in native electronic format where possible. Scanned copies of executed agreements are acceptable provided they are legible and complete. Spreadsheets should be produced in native Excel format, and financial models should include all underlying formulas and assumptions.
7. Privilege and Confidentiality. The production of documents pursuant to this request li
High
⚑ Penalty / liquidated damages
7. Privilege and Confidentiality. The production of documents pursuant to this request list is subject to the confidentiality provisions of the previously executed non-disclosure agreement between Penterra Pharmaceuticals Corp. and Caliston BioSciences, Inc. Any claims of privilege or work product protection should be handled in accordance with the procedures described in the accompanying cover letter. CATEGORY 1: CO