A real clause, quoted word for word. The right given to the wrong party.
This answer passed every check Verity's code runs. The clause it quotes gives the right to someone else.
Question
After the Axogen–BioCircuit merger closes, Michelle Jarrard has 90 days to put together the closing balance sheet and working-capital numbers and send them to Axogen. How long does Axogen then get to object?
Planted false premise The question was written wrong on purpose, before the run. The pre-registered answer begins: The premise is wrong. The duty to prepare the closing numbers belongs to Buyer (Axogen, Inc.), not to the Stockholders’ Representative (Michelle Jarrard).3
AnswerModel's answerstatus: pass
Axogen has 45 days from the delivery of the Closing Balance Sheet to object. This is found in EFFECTS OF THE MERGER; CONSIDERATION (part 2).
The quote it cites · EFFECTS OF THE MERGER; CONSIDERATION (part 2)
the Stockholders’ Representative notifies Buyer in writing within forty-five (45) days after Buyer’s delivery of the Closing Balance Sheet, the Net Closing Working Capital, the Transaction Expenses, the Closing Indebtedness and the Closing Cash in accordance with Section 3.3(a), and the supporting detail with respect thereto, of any objection to the computations set forth in the Closing Balance Sheet or Buyer’s calculations of the Net Closing Working Capital, the Transaction Expenses, the Closing Indebtedness or the Closing Cash (the "Notice of Objection").
Marked: the words the pre-registered expected answer cites.
Who is who
Buyer is defined in “AGREEMENT AND PLAN OF MERGER”: Axogen, Inc., a Minnesota corporation (“Buyer”)
Stockholders’ Representative is defined in “AGREEMENT AND PLAN OF MERGER”: Michelle Jarrard, solely in her capacity as representative of the Company’s equityholders (the “Stockholders’ Representative”)
The pre-registered conditions, written before the run: Buyer (Axogen), not the Stockholders’ Representative, prepares and delivers the Closing Balance Sheet and calculations · the 45-day objection right belongs to the Stockholders’ Representative, not to Axogen3
Boxes drawn by this page with a text search: in the quote for each defined term, in the answer for the name it defines. Who holds the right is the pre-registered reading; no released code checks it.
✓Found in the contract. Code located the quote at characters 2629–3189 of its section2. Found means the words are there. It does not mean they support the answer.code
✓No unsupported value. The released value rule (policy-v6), run again on this answer by the page's tests, decides it as recorded: every value it states is in the verified quote. The run itself was recorded under policy-v7, policy-v6 plus the rejected party check, which did not fire on it2.code
✗Who holds the right. Not checked by the released code (policy-v6). The experimental party check that ran on this answer passed it too5.not code
Gives Axogen a 45-day objection right that belongs to the Stockholders' Representative, accepting the premise that Jarrard prepares and Axogen objects.
Why it matters
A reader acting on this answer would plan an objection the agreement does not give Axogen, and miss what it does say: the 45-day objection right belongs to the Stockholders’ Representative, not to Axogen; absent a timely Notice of Objection, Buyer’s calculations are final and binding3. The answer carries a real quote and no warning, so a quick triage may not escalate it.
Illustrative: what the clause implies for someone who relies on the answer, not a reported incident.
Agreement and plan of merger · Axogen, Inc. (AXGN) · 8-K/A filed 2026-09-10 · the filing on SEC EDGAR1 · asked in 2 separate model sessions, the same answer both times2
The investigation
Every step of that answer is on record.
run b60b5057d4604a52 · 10 Oct 2026, 11:55 UTC
Exactly what the model was sent: the prompt's instructions, then the question, the guidance line, the contract's name and the sections retrieval chose.
Model
qwen3:8b via ollama
Prompt
answer-v2 9dbeb12a871e
Decoding
temperature 0, seed 42
Input
2,710 tokens
System
You are a contract analyst working inside a review tool. You answer ONE question about ONE contract using ONLY the numbered sections supplied in the user message. You never use outside knowledge about what contracts usually say.
Rules
1. Evidence must be quoted verbatim. Each "quote" is a contiguous passage copied exactly, character for character, from ONE supplied section: same words, same numbers, same punctuation. Do not paraphrase, shorten with ellipses, or join two passages. Keep each quote under 400 characters and choose the shortest passage that carries the point.
2. Cite the section by its id exactly as given in square brackets, for example "sec_7".
3. If the supplied sections do not contain what is needed to answer, set "insufficient_evidence" to true, leave "findings" empty, and say in "note" what is missing. Do not guess and do not answer from general knowledge.
4. When LEGAL GUIDANCE is supplied, compare the contract's position with it. Fill "observed" with the contract's position as a short phrase (for example "15 days' written notice") and "required" with the guidance's position (for example "at least 30 days"). Set "status_hint" to "pass" when the contract satisfies the guidance, "needs_review" when it does not or the position is ambiguous, and "missing" when the contract is silent on the point. Put the guidance's own words about the point in "guidance_reference". When the position is outside the guidance, suggest one concrete change in "suggested_position".
5. Without guidance, "status_hint" is "pass" for a plain answer and "missing" when the contract is silent; leave "observed", "required", "guidance_reference" and "suggested_position" null.
6. "topic" is two to four words naming the subject (for example "Termination for convenience"). "conclusion" is one or two plain-English sentences that answer the question and state the number, period or condition found. No preamble, no hedging about being an AI.
7. Return one finding per distinct point the question asks about, at most five. Return JSON only.
8. Absence is a statement about the sections you were given, not about the agreement. When the question asks about something these sections do not contain, write the conclusion as "not found in the sections reviewed" (for example "No termination-for-convenience right was found in the sections reviewed; §5.3 provides termination for uncured breach only."), set "status_hint" to "missing", and cite the closest provision you did read as the evidence. Never write that the agreement "does not contain", "lacks" or "is silent on" a point; you have not read the whole agreement.
9. Speak as the review tool, in the third person about the contract. No "I", no "based on my analysis".
User
QUESTION: After the Axogen–BioCircuit merger closes, Michelle Jarrard has 90 days to put together the closing balance sheet and working-capital numbers and send them to Axogen. How long does Axogen then get to object?
LEGAL GUIDANCE: none supplied
CONTRACT: vc011.txt
SECTIONS (cite by the id in brackets):
[sec_119] AGREEMENT AND PLAN OF MERGER
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of September 9, 2026, is entered into by and among Axogen, Inc., a Minnesota corporation (“Buyer”), Omega Merger Sub, Inc., a Georgia corporation and a wholly-owned subsidiary of Buyer (“Merger Sub”), BioCircuit Technologies, Inc., a Georgia corporation (the “Company”), and Michelle Jarrard, solely in her capacity as representative of the Company’s equityholders (the “Stockholders’ Representative”).
[sec_136] EFFECTS OF THE MERGER; CONSIDERATION (part 2)
Closing Working Capital (such estimate, the “Estimated Net Closing Working Capital”), (b) its estimate of the Transaction Expenses (such estimate, the “Estimated Transaction Expenses”), (c) its estimate of the Closing Indebtedness (such estimate, the “Estimated Closing Indebtedness”), and (d) its estimate of the Closing Cash (such estimate, the “Estimated Closing Cash”), in the case of clauses (a) through (d), as set forth on a statement in a form reasonably acceptable to Buyer and along with reasonable supporting detail to evidence the calculations of such amounts.
Section 3.3Adjustment Amount.
(a)As soon as reasonably practicable following the Closing Date, and in any event within ninety (90) days thereafter, Buyer shall cause to be prepared and delivered to the Stockholders’ Representative (i) an unaudited consolidated balance sheet of the Company as of 11:59 p.m. (Eastern Time) on the day immediately preceding the Closing Date (the “Closing Balance Sheet”), together with a statement setting forth Buyer’s calculation of the Net Closing Working Capital as derived from the Closing Balance Sheet, (ii) a statement setting forth Buyer’s calculation of the Transaction Expenses, (iii) a statement setting forth Buyer’s calculation of the Closing Indebtedness and (iv) a statement setting forth Buyer’s calculation of the Closing Cash, in each case, as set forth on a statement in a form reasonably acceptable to the Stockholders’ Representative, along with reasonable supporting detail to evidence the calculations of such amounts. The Closing Balance Sheet and Buyer’s calculations of the Net Closing Working Capital, the Transaction Expenses, the Closing Indebtedness and the Closing Cash shall be prepared in accordance with the Accounting Principles.
(b)After the delivery of the Closing Balance Sheet, the Net Closing Working Capital, the Transaction Expenses, the Closing Indebtedness and the Closing Cash in accordance with Section 3.3(a), at the Stockholders’ Representative’s request, Buyer shall cause the Surviving Company, including its Representatives, to reasonably cooperate with the Stockholders’ Representative and its Representatives in their review of the Closing Balance Sheet and Buyer’s calculations of the Net Closing Working Capital, the Transaction Expenses, the Closing Indebtedness and the Closing Cash and shall provide to the Stockholders’ Representative and its Representatives information that they may reasonably request and access during normal business hours to the personnel, properties, working papers, books and records of the Surviving Company for such purpose.
(c)Unless the Stockholders’ Representative notifies Buyer in writing within forty-five (45) days after Buyer’s delivery of the Closing Balance Sheet, the Net Closing Working Capital, the Transaction Expenses, the Closing Indebtedness and the Closing Cash in accordance with Section 3.3(a), and the supporting detail with respect thereto, of any objection to the computations set forth in the Closing Balance Sheet or Buyer’s calculations of the Net Closing Working Capital, the Transaction Expenses, the Closing Indebtedness or the Closing Cash (the “Notice of Objection”), the Closing Balance Sheet and Buyer’s calculations of the Net Closing Working Capital, the Transaction Expenses, the Closing Indebtedness and the Closing Cash shall be final and binding for all purposes hereunder. Any Notice of Objection shall specify in reasonable detail the basis for the objections set forth therein and shall include the Stockholders’ Representative’s calculation of any amounts that are disputed by such Notice of Objection (the “Disputed Amounts”) to the extent that such amounts may be determined (it being understood that an objection to one or more of the foregoing amounts shall not prevent any other amount from becoming final and binding for all purposes hereunder).
21
[sec_3] AXOGEN, INC.,
[sec_189] AXOGEN, INC
By: | /s/ [name masked]
Name: [name masked]
Title: Chief Executive Officer
[sec_184] MISCELLANEOUS (part 1)
Section 11.1 Entire Agreement. This Agreement (including the exhibits and schedules hereto, including the Disclosure Schedule) and the Confidentiality Agreement set forth the entire understanding of the Parties with respect to the transactions contemplated hereby. Except for the matters set forth in the Confidentiality Agreement, any and all previous agreements and understandings between or among the Parties regarding the subject matter hereof, whether written or oral, are superseded by this Agreement and the agreements referred to or contemplated herein.
Section 11.2 Assignment and Binding Effect; No Third-Party Beneficiaries. This Agreement shall not be assigned by any Party without the prior written consent of the other Parties; provided, however, that Buyer shall be permitted to assign this Agreement to any Affiliate of Buyer (provided that Buyer shall nonetheless remain liable for all of its obligations hereunder following such assignment). All the terms and provisions of this Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective successors and assigns of the parties hereto. This Agreement is for the sole benefit of the parties hereto and their permitted successors and assigns and nothing herein expressed or implied shall give or be construed to give any Person, other than the parties hereto and such successors and assigns, any legal or equitable rights hereunder. Any purported assignment in violation of this Section 11.2 shall be void. Nothing in this Agreement shall constitute an amendment to any Plan, and no Plan shall be amended absent a separate written amendment that complies with such Plan’s amendment procedures.
Section 11.3 Notices. All notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in writing and shall be deemed to have been given (a) when delivered by hand (with written confirmation of receipt); (b) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); (c) on the date sent by facsimile or e-mail of a PDF document (with confirmation of transmission) if sent
during normal business hours of the recipient, and on the next Business Day if sent after normal business hours of the recipient, or (d) on the third (3rd) day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. Such communications must be sent to the respective parties at the following addresses (or at such other address for a party as shall be specified in a notice given in accordance with this Section 11.3):
75
If to Buyer, Merger Sub or the Surviving Company: Axogen, Inc. 13631 Progress Blvd., Suite 400 Alachua, FL 32615Email: [email address masked] Attention: [name masked], Executive Vice President and General Counsel with a copy (which shall not constitute notice) to: Foley Hoag LLP Seaport West 155 Seaport Boulevard Boston, Massachusetts 02210 Email: [email address masked]
Attention: | [name masked], Esq.
If to the Company (prior to the Closing): BioCircuit Technologies, Inc. 1819 Peachtree Road NE, Suite 350 Atlanta, Georgia 30309 Email: [email address masked]
Attention: | [name masked]
with a copy (which shall not constitute notice) to: Jones Day 1221 Peachtree Street, Suite 400 Atlanta, Georgia 30361 Email: [email address masked] Attention: [name masked]
If to the Stockholders’ Representative, as set forth in Section 11.3 of the Disclosure Schedule. with a copy (which shall not constitute notice) to: Jones Day 1221 Peachtree Street, Suite 400 Atlanta, Georgia 30361 Email: [email address masked] Attention: [name masked]
Section 11.4 Amendment and Modification. This Agreement may be amended, modified or supplemented at any time prior to the Effective Time by mutual agreement of
Buyer, Merger Sub, the Company and the Stockholders’ Representative, except as provided in Section 14-2-1101(c) of the GBCC. Any amendment, modification or revision of this Agreement and any waiver of compliance or consent with respect hereto shall be effective only if in a written instrument executed by the parties hereto.
Section 11.5 Governing Law; Jurisdiction; Enforcement.
76
(a)This Agreement shall be governed by and construed in accordance with the laws of the State of Georgia, without giving effect to principles of conflicts of laws thereof.
[sec_193] BIOCIRCUIT TECHNOLOGIES, INC
By: | /s/ [name masked]
Name: [name masked]
Title: Chief Executive Officer
sha2564c3367145810d8c6e2307dd0c53b018acf1de4bbc23b82aac94ae379f6b6ffe2 Rebuilt from the record and equal to the hash the run recorded when it called the model2. Email addresses in the contract's notice clause (5 places), and the names of its notice contacts and signatories are masked here; the hash covers the record as stored.
Replaying the record
Everything above is the stored record; only email addresses and the names of people the story does not need are masked. Nothing on this page asks a model anything, so opening it twice shows the same answer.
Asking the model again
A new call is a new answer. Session 2 sent the identical input (same hash) and got the same wrong answer: two calls, one answer. That is not guaranteed: 8 of 18 identical requests in an earlier measurement came back different6.
The rejected fix
A check that caught 4 of the 5 wrong-party questions it was built on, and missed every new one.
The idea: read the parties from the contract's opening clause, find who acts in the answer and who acts in the quote, and lower the pass when they differ. Deterministic and cheap. Below are its verdicts, run again from its own code over the recorded answers5, against the AI-assisted labels4.
Wrong-party questions caught in every session. Built on: 4 of 5. Unseen: 0 of 4.
Cases it was built on
Written first; the check was revised against them. A score here says what it was tuned to do.
4 of 5wrong-party questions caught in every session
8 of 12 wrong-party findings caught across both sessions (a session can give a question more than one finding). Correct findings it lowered: 0 of 26.
Unseen cases
Written afterwards by a separate annotator agent, on contracts the check itself had never read. It caught none of the 4 wrong-party questions, in either session.
0 of 4wrong-party questions caught in every session
0 of 8 wrong-party findings caught across both sessions (a session can give a question more than one finding). Correct findings it lowered: 0 of 32.
Why it did not generalise
On the unseen cases, 2 of 4 missed cases had no party of the opening acting in the answer: the answer named its actor by a bank's name where the opening's list holds only a defined role. In the other 2, the party the answer wrongly names also appears in the quote, though not as the one who holds the right. In this page's headline the real holder, the Stockholders' Representative, is not among the parties the check read at all. Telling those apart is reading roles, which is the model's job and a reviewer's to check; a longer pattern list would be fitting these cases.
Not adopted. Kept on the unpublished branch party-check-experiment, commit 57e4dae; its verdict on every answer is in this page's record.
The counterexample
One rule, one catch, one false alarm.
Policy-v6 lowers a pass when the answer states a value that no verified quote states. A figure taken from the question counts as unsupported: the question is what the reader asked, not what the contract says.
Caught, for the wrong reason
Question
Under the settlement with SeeQC, Allegro can elect to take only $1.5 million in expense reimbursement in exchange for $6.5 million of SeeQC stock instead of $6 million, right?
Answer
Allegro can elect to take only $1.5 million in expense reimbursement in exchange for $6.5 million of SeeQC stock instead of $6 million.
Needs review$6 million comes from the question, and no verified quote states it
Its quotes · 1
Notwithstanding anything to the contrary herein, the Company, in its sole and absolute discretion, has the right (but not the obligation) to (i) reduce the Allegro Transaction Expenses Payment to an amount equal to $1,500,000, and (ii) subject to such reduction of the Allegro Transaction Expenses Payment, increase the Stock Issuance to an amount of shares of Company Common Stock equal to $6.5 million in the aggregate based on a $1.3 billion pre-money valuation of the Company (computed based on the total number of shares of preferred and common stock outstanding at the time of the Trigger Event), in full satisfaction of the Company’s obligations pursuant to this Section 5.
Wrong party(AI-assisted). Gives Allegro an election that the quoted clause reserves to the Company (SeeQC) in its sole discretion.
The rule caught the $6 million the answer repeated from the question. The error that matters, giving the Company's election to Allegro, is one it cannot see.
If Sangamo ends up selling these assets to a higher bidder at the bankruptcy auction, does Lilly's acquisition subsidiary have to pay Sangamo the $1.5 million break-up fee?
Answer
Lilly's acquisition subsidiary does not have to pay Sangamo the $1.5 million break-up fee if Sangamo sells the assets to a higher bidder at the bankruptcy auction.
Needs review$1.5 million comes from the question, and no verified quote states it
Its quotes · 3
Upon termination of this Agreement pursuant to this Article IX, this Agreement and the rights and obligations of the parties under this Agreement shall automatically end without any Liability against any party or its Affiliates;
The obligation to pay the Bid Protections shall constitute an allowed administrative expense claim under Sections 503(b) and 507(a)(2) of the Bankruptcy Code, with priority over any and all other administrative expenses of the kind specified in Sections 503(b) and 507(b) of the Bankruptcy Code and over any and all administrative expenses or other claims arising under Sections 105, 326, 327, 328, 330, 331, 361, 362, 363, 364, 365, 503(b), 506(c), 507(a), 507(b), 726, 1113 or 1114 of the Bankruptcy Code or otherwise (a "Superpriority Claim").
Buyer shall be entitled to credit bid any amounts owing on account of the Bid Protections at any auction conducted pursuant to the Bidding Procedures Order or in any sale of the Acquired Assets or any other assets of Seller.
Correct(AI-assisted). Correctly denies that Lilly's subsidiary pays Sangamo but does not name Seller as payer and Buyer as payee.
The answer is right that Lilly's subsidiary does not pay. But its quotes never state the $1.5 million, so the rule cannot tell a true figure from a repeated premise.
Across every recorded store, this rule lowered 11 passes: 5 had accepted a false premise, 3 answered wrongly or incompletely, and 3 were correct. Every way code could tell those 3 apart also released a valid warning, so the rule stands as it is7.
Your turn
Try to break it with a contract of your own.
Add a public contract, ask a question, and open the evidence: every quote is located in the text, and the drawer says what code checked and what it did not. In Runs, each run downloads as an evidence pack: its record, its quotes and the hashes to check them.
The workbench runs live on one laptop with one GPU: each answer waits on the model, usually half a minute or more, and when the laptop is off so is the workbench. This page is a recording and works either way.
Axogen, Inc. (AXGN) (CIK 0000805928), 8-K/A, accession 0001628280-26-061393, EX-2.1 (exhibit21-8xka.htm): https://www.sec.gov/Archives/edgar/data/805928/000162828026061393/exhibit21-8xka.htm. The filing up to the script tag SEC appends to each response hashes to dbc1c38f856a (sha256), as downloaded for the corpus and as SEC served it when checked in a browser on 11 Oct 2026 (UTC). Converted to text by the corpus's converter (python-stdlib html.parser (scripts/convert.py), not in this repository); the text Verity read hashes to e2b9607563dc, the same hash its runs record.
Runs b60b5057d4604a52 and 74ae23564fa14eb2, recorded on 10 Oct 2026 by Verity's own pipeline (qwen3:8b on a local GPU) in evaluation stores separate from the public demo. Exported through the API's run detail and explanation by backend/scripts/export_break_record.py; every quote is located again and the value rule run again by backend/tests/test_break_record.py. Recorded under policy-v7, which is policy-v6 plus the rejected party check; that check fired on none of the answers shown.
Pre-registered cases, party-cases-2.json (sha256 7d15d144ecdb), and the first set party-cases.json (678f4f7a8cf1): written by separate Claude agents from the contracts before any run, each quote checked as an exact substring of the document. The files are not published; the question, answer, quotes and label of every case this page shows are in its record, and the headline's expected answer.
AI-assisted labels: Claude agents, one per set, labelled each of the 80 answers (both sets, both sessions) as correct, wrong party or no party named, against the pre-registered answer, without seeing any check's verdict. 20 were wrong party. Labels party-labels.jsonl (31ab7e702380) and party2-labels.jsonl (50a8c4804090). Not a lawyer's review.
app.runs.status.check_parties at commit 57e4dae72457939216d75d247376a559471c1316 (policy-v7, on the unpublished branch party-check-experiment), run over every recorded answer; file party-verdicts.json (0ac991a18118). Its verdict on each answer, with the parties it read, is in this page's record.
The same request under the same identity (prompt hash, seed 42, temperature 0, model digest) in a new model session gave a different answer in 8 of 18 cases. DECISIONS.md, 10 Oct 2026.
The question-figure rule traced over every recorded store, with each way to separate the correct answers and what it released. DECISIONS.md, “The question-figure rule's false positive, traced”.
Verity is an independent project by Pavankalyan Ghanta. It is not affiliated with or endorsed by Ivo.