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BioLife Dallas Promissory Notes Sold to Our Directors
In July 2010, BioLife Dallas issued and sold two promissory notes, or the notes, in the aggregate principal amount of $450,000 to
Mr. Harkey and West Summit (each received a note in the principal amount of $225,000). Mr. Harkey and Dr. Genecov, a principal of West Summit, are both founders of us and were
members of our board of directors at such time. The notes were unsecured and carried interest at a rate of 7.5% per annum, with an initial maturity date of September 30, 2010. Subsequent
amendments to the notes extended the maturity date upon which the principal amount, together with all accrued and unpaid interest, must be paid in full to December 31, 2015. From January 2012
to January 2014, when we disposed of our interest in BioLife Dallas, the largest amount outstanding under the notes was $450,000. Our payment obligation under the notes was extinguished when we
disposed of our interest in BioLife Dallas.
Our Relationships with Sixeva
Sixeva was formed in July 2013 by Mr. Carbona, our Chief Executive Officer at the time. Employees of Sixeva provided certain
administrative services to us that were directly related to our gene therapy business, and pursuant to an oral agreement with Sixeva, we reimbursed Sixeva for its employee payroll expenses and payroll
taxes in connection with such services. Under the agreement, our payments to Sixeva totaled $125,163, which we paid in 2014.
January 2014, in connection with our decision to exit the stem cell business and focus exclusively on developing and commercializing novel treatments for patients suffering from rare
and life-threatening neurological genetic diseases, we entered into an asset purchase agreement with
Sixeva pursuant to which we received the rights to certain trademark applications, domain names and other assets for aggregate consideration of $5,000. All of Sixeva's employees subsequently
transferred to AveXis in January 2014 and the oral agreement described above with Sixeva was terminated.
Capital LLC, or Carbona Capital, and John Carbona Charitable Remainder Trust, or Carbona Trust, entities affiliated with Mr. Carbona, owned all 1,000,000 shares of
Sixeva's outstanding capital stock until the termination of Mr. Carbona's employment in April 2015. In connection with the termination of Mr. Carbona's employment, we entered into a
stock transfer agreement with Carbona Capital, Carbona Trust and Mr. Carbona pursuant to which Carbona Capital and Carbona Trust transferred all of the 1,000,000 shares of Sixeva's outstanding
capital stock to us for no consideration, resulting in Sixeva becoming our wholly-owned subsidiary.
Transactions with White Rock Capital Partners, L.P.
In September 2012, we issued and sold a promissory note in the principal amount of $250,000 to White Rock Capital
Partners, L.P., or White Rock, a beneficial owner of more than 5% of our capital stock. The promissory note carried interest at an annual rate of 5% and had a stated maturity of
September 25, 2013, which was extended to September 25, 2014. In August 2014, we repaid the loan in full, including approximately $24,000 of accrued interest, with a portion of the net
proceeds from our Class C preferred stock financing.
Share Exchange Agreements
In January and February 2014, we entered into exchange agreements with White Rock, NRM VII Holdings I, LLC or NRM, JDH
Investment Management, LLC, or JDH Investment, West Summit and Mr. Carbona pursuant to which they exchanged 219,941, 219,941, 146,628, 146,628 and 146,628 shares of common stock, respectively,
for the same number of
shares of Class B-1 preferred stock. White Rock, NRM, JDH Investment, West Summit and Mr. Carbona provided no