CONFIDENTIAL TREATMENT REQUESTED
NON-EXCLUSIVE LICENSE AGREEMENT
This Non-Exclusive License Agreement (this Agreement) is made and entered into as of this 29th day of May, 2015 (the Effective Date), by and between ASKLEPIOS BIOPHARMACEUTICAL, INC., a North Carolina corporation with an address at 45 North Chatham Parkway, Chapel Hill, NC 27517 (AskBio), and AVEXIS, INC., a Delaware corporation with an address at 4925 Greenville Avenue, Suite 604, Dallas, Texas 75206 (AveXis). AskBio and AveXis may be referred to herein individually as a Party and collectively as the Parties.
WHEREAS, AskBio has exclusively licensed from the University of North Carolina at Chapel Hill (UNC) all right and title in certain AskBio Patent Rights and AskBio Know-How for use in the Field;
WHEREAS, AveXis desires to acquire a non-exclusive license under the applicable AskBio Licensed Technology to develop, make, have made, use, sell, offer to sell, import, export and distribute the Licensed Product(s) in the Field and AskBio is willing to grant such a license to AveXis under the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the foregoing and
the covenants and promises contained in this Agreement, in accordance with and subject to the terms and conditions specified below, the Parties agree as follows:
Unless otherwise defined in this Agreement, all capitalized terms shall have the meaning ascribed to them in this Article 1. Unless otherwise indicated to the contrary in this Agreement by the context or use thereof: (a) the words, herein, hereto, hereof and words of similar import refer to this Agreement and not to any particular Article or Section; (b) words importing the masculine gender shall also include the feminine and neutral genders, and vice versa; (c) words importing the singular shall also include the plural, and vice versa; and (d) the words include, includes and including when used in this Agreement shall be deemed to be followed by the phrase without limitation.
1.1 Affiliate means, with respect to any person or entity, any other person or entity that directly or indirectly controls, is controlled by, or is under common control with such person or entity. A person or entity shall be deemed to control another person or entity if (a) it owns or controls, directly or indirectly, more than fifty percent (>50%) of the issued and outstanding voting securities, capital stock, or other comparable equity or ownership interest of the other person or entity, (b) it possesses, directly or indirectly, the power to direct or cause the direction
****CERTAIN INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.