SEC Filings

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

 

The fees charged by such accounting firm shall be paid by ****; provided, however, that if the audit discloses that the AveXis underpaid AskBio by more than **** of the amounts actually due for such period, then the AveXis shall pay the reasonable fees and expenses charged by such accounting firm.

 

5.4                               Interest.  Notwithstanding anything to the contrary in this Agreement, all payments due hereunder shall be due and payable in accordance with the terms and conditions of this Agreement and shall be paid in full in immediately available funds.  All payments required under this Agreement, including any discovered underpayment or any other payment under this Agreement, shall, if overdue, bear interest until paid at a per annum rate that is **** above the prime rate quoted in the Money Rates section of The Wall Street Journal, Eastern Edition, from the date on which payment was due, calculated daily on the basis of a 365-day year; provided, however, that in no event shall such rate exceed the highest rate allowed under Applicable Law.  The payment of such interest shall not foreclose AskBio from exercising any other rights or remedies it may have as a consequence of the lateness of any payment.

 

5.5                               Payment Method.  All payments by AveXis under this Agreement shall be paid in Dollars.  All such payments shall be made by electronic funds transfer in immediately available funds to such account as AskBio shall designate before such payment is due.  AveXis shall be responsible for the full amount of any fees associated with any payment made hereunder and shall use reasonable efforts to pay such fees prior to or at the time of such transfer so that the fees are not passed on to AskBio.  If at any time, legal restrictions prevent the prompt remittance of part or all Royalties due with respect to sales of any Licensed Product(s) in any country where such Licensed Product(s) is sold, AveXis shall use its reasonable efforts to ensure that such payments shall be made promptly through such lawful means or methods as AveXis and AskBio shall reasonably determine.

 

ARTICLE 6
REGULATORY FILINGS; RIGHT OF CROSS-REFERENCE

 

6.1                               Licensed Product Regulatory Filings.  AveXis shall be responsible for obtaining any reasonably necessary or appropriate Regulatory Approvals and/or product registrations for the use, distribution or sale of Licensed Products.  The decision to seek such Regulatory Approvals and/or product registrations for such Licensed Products shall be made solely by AveXis or a Sublicensee or Affiliate of AveXis.  The costs and expenses of securing such Regulatory Approvals and/or product registrations shall be borne solely by AveXis.

 

6.2                               AskBio Right of Cross-Reference.  AskBio shall have a non-transferrable, non-sublicensable (except to AskBio’s Affiliates) right to cross-reference any IND or BLA (as applicable, and including any foreign equivalent thereof) filed with the FDA (or any applicable foreign agency) for any Licensed Product; ****.  AskBio shall provide not less than **** prior written notice to AveXis before cross-referencing such applications with respect to any field or indication.

 


****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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AveXis shall submit to the appropriate Regulatory Authorities all documentation required under Applicable Laws to effectuate such right of reference by AskBio.  The rights of AskBio set forth in this paragraph shall immediately terminate upon ****.

 

ARTICLE 7
CONFIDENTIALITY.

 

7.1                               In General.  During the Term and for a period of **** thereafter, each Party shall maintain in confidence all information and materials of the other Party disclosed or provided to it by or on behalf of the other Party (either pursuant to this Agreement or the Confidentiality Agreement) including the terms and conditions (but not the existence) of this Agreement.  Confidential Information shall be identified as confidential in writing or, if disclosed verbally or by observation, summarized in writing and submitted to Recipient within **** of the oral or visual disclosure thereof (together with all embodiments thereof, the “Confidential Information”).  Confidential Information shall include (a) in the case of AskBio, all AskBio Know-How and (b) Confidential Information of either Party disclosed under the Confidentiality Agreement.  It may also include information regarding intellectual property and confidential or proprietary information of Affiliates and Third Parties.  The terms and conditions of this Agreement shall be deemed Confidential Information of both Parties.

 

7.2                               Notwithstanding the foregoing, Recipient’s obligations of confidentiality and restricted use shall not apply to any Confidential Information of the Disclosing Party that the Recipient can demonstrate by contemporaneous written records was:

 

(a)                                 known to the general public at the time of its disclosure to the Recipient, or thereafter became generally known to the general public, other than as a result of actions or omissions of the Recipient in violation of this Agreement or the Non-Disclosure Agreement;

 

(b)                                 disclosed to the Recipient on an unrestricted basis from a source unrelated to the Disclosing Party and not known by the Recipient to be under a duty of confidentiality to the Disclosing Party; or

 

(c)                                  independently developed by the Recipient, or known by the Recipient prior the date of disclosure by the Recipient, without the use of Confidential Information of the Disclosing Party.

 

7.3                               Additional Protections.  Each Party shall take all reasonable steps to maintain the confidentiality of the Confidential Information of the other Party, which steps shall be no less protective than those that such Party takes to protect its own information and materials of a similar nature, but in no event less than a reasonable degree of care.  Neither Party shall use or permit the use of any Confidential Information of the other Party except for the purposes of carrying out its obligations or exercising its rights under this Agreement.

 


****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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