SEC Filings

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

 

4.8                               Payments, Reports, Exchange Rates.  AveXis shall keep AskBio reasonably informed, but no less than ****, about the progress of its development and commercialization of the Licensed Product(s) and AveXis shall notify AskBio within **** following any of the Milestone Events or Sales-Based Milestones have been achieved.  AveXis shall notify AskBio within **** following ****.  Commencing with the conclusion of **** during which ****, AveXis shall, within **** of the end of each Quarter during the Term, furnish to AskBio a written report (each, a “Royalty Report”) showing for such reporting period, on a Licensed Product-by-Licensed Product and country-by-country basis: ****.  AveXis shall remit Royalties to AskBio on a **** basis with the submission of each Royalty Report.  All reports delivered hereunder shall be the Confidential Information of AveXis.  Further, AveXis shall include a detailed listing of each of the items ****.

 

ARTICLE 5
RECORDS; AUDITS; PAYMENT TERMS.

 

5.1                               Records.  AveXis shall keep, and shall ensure that its Sublicensees shall keep, complete and accurate records in sufficient detail to make the reports required hereunder, to confirm compliance with the provisions of this Agreement, to properly reflect all amounts billed, owed or reported and to verify the amounts payable hereunder during the Term and for a period of **** after such payments are made.

 

5.2                               Currency Conversion.  With respect to sales of Licensed Product(s) invoiced in Dollars, the gross invoiced sales, Net Sales, and Royalties payable shall be expressed in the report in Dollars.  With respect to sales of Licensed Product(s) invoiced in a currency other than Dollars, the gross invoiced sales, Net Sales and Royalties payable shall be expressed in the Royalty Report in the domestic currency of the country in which such sale was made as well as in the Dollar equivalent of the Royalty payable and the exchange rate used in determining the amount of Dollars.  The Dollar equivalent shall be calculated using the average exchange rate for the applicable Quarter (local currency per Dollar) as published by Bloomberg on the last business day of each month during the applicable Quarter.

 

5.3                               Audits.  Upon **** prior written notice from AskBio, AveXis shall permit, and shall ensure that its Sublicensees shall permit, an independent certified public accounting firm of recognized national standing in the United States, selected by AskBio and reasonably acceptable to AveXis, at AskBio’s expense, to have access to AveXis’ (or its Sublicensees) records as may be reasonably necessary to verify the accuracy of any amounts reported, actually paid or payable under this Agreement.  Such audits may be made no more than ****, during normal business hours at reasonable times mutually agreed by the Parties.  If such accounting firm concludes that additional amounts were owed to AskBio during such period, AveXis shall pay such additional amounts or refund such overpayment (including interest on such additional sums in accordance with Section 5.4) within **** following the date AskBio delivers to AveXis such accounting firm’s written report so concluding.

 


****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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