SEC Filings

S-1
AVEXIS, INC. filed this Form S-1 on 01/15/2016
Entire Document
 

 

Party written notice of any dispute not resolved in the normal course of business.  Within **** after delivery of such notice, executives of the Parties shall agree to meet at a mutually acceptable time and place (in person or via electronic communication methods), and thereafter as often as they reasonably deem necessary, to attempt to resolve the dispute.  If the matter has not been resolved within **** of the first meeting of such executives, either Party may initiate arbitration of the dispute as provided for in Section 13.11(b).

 

(b)                                 All disputes which the Parties are unable to resolve amicably in accordance with Section 13.11(a) hereof within a period of **** from written notice by a Party of its intent to initiate such good faith negotiations, shall be finally settled by binding arbitration in accordance with the Rules of Arbitration of the American Arbitration Association (the “AAA”) by **** appointed in accordance with said rules.  The seat of arbitration shall be New York, New York.  The main and the official language of the arbitration proceedings shall be, and all documents submitted in connection therewith shall be in the English language.  Judgment upon the award may be entered in any court having jurisdiction thereof or having jurisdiction over the applicable Party and/or its assets.  Notwithstanding the generality of Sections 13.11(a) and 13.11(b), and without waiver of a Party’s right to final adjudication on the merits by arbitration as provided herein, either Party may seek provisional remedies by filing a lawsuit in any court, domestic or foreign, having jurisdiction over the Parties or any assets of the Parties, to toll the running of a relevant statute of limitations or to seek equitable or other judicial relief to prevent or stop the breach or threatened breach of this Agreement, including the misuse or disclosure of Confidential Information or otherwise, and to enforce the Parties’ obligations hereunder.

 

13.12                 Publicity.  Neither Party shall make any public announcement or statement concerning this Agreement, its terms or its existence, without the prior written consent of the other Party, such consent not to be unreasonably withheld or delayed.

 

13.13                 Compliance with Applicable Law.  Each Party will comply with all Applicable Laws in performing its obligations and exercising its rights hereunder.  Nothing in this Agreement shall be deemed to permit AveXis or its Sublicensees to export, re-export or otherwise transfer any information or materials transferred hereunder or to deal in any way with Licensed Product(s) without complying with Applicable Laws.

 

13.14                 Counterparts; Facsimile.  This Agreement may be executed in more than one counterpart, each of which constitutes an original and all of which together shall constitute one enforceable agreement.  For purposes of this Agreement and any other document required to be delivered pursuant to this Agreement, facsimiles of signatures shall be deemed to be original signatures.  In addition, if any of the Parties sign facsimile copies of this Agreement, such copies shall be deemed originals.

 

[Signature Page Follows]

 


****CERTAIN INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION.  CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

 

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IN WITNESS WHEREOF, the Parties hereto have caused their authorized representatives to execute this Agreement as of the Effective Date.

 

 

ASKLEPIOS BIOPHARMACEUTICAL, INC.

 

AVEXIS, INC.

 

 

 

 

 

 

Signature:

/s/ Jade Samulski

 

Signature:

/s/ John D. Harkey, Jr.

 

 

 

 

 

Name:

Jade Samulski

 

Name:

John D. Harkey, Jr.

 

 

 

 

 

Title:

Vice President

 

Title:

Executive Chairman of the Board

 



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