SEC Filings

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

 

10.1                        Limitation of Liability.  EXCEPT FOR ****, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, PUNITIVE OR INDIRECT DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES.

 

ARTICLE 11
INSURANCE; INDEMNIFICATION.

 

11.1                        Insurance.  AveXis shall, at its own expense, maintain comprehensive general liability insurance, in the minimum amount of **** per occurrence and **** in the aggregate, and product liability insurance, in the minimum amount of **** per occurrence, and **** in the aggregate.  Following receipt of Marketing Authorization and for a period of **** after the expiration or earlier termination of this Agreement, AveXis shall, at its own expense, maintain comprehensive general liability insurance, including product liability insurance, in the minimum amount of **** per occurrence, and **** in the aggregate.  Any independent insurance carriers must be rated ****.  AveXis shall maintain such insurance for the Term of this Agreement and during any period in which AveXis is performing a Clinical Trial with a Licensed Product, and shall from time to time provide copies of certificates of such insurance to AskBio upon request.

 

11.2                        Indemnification Obligations.

 

(a)                                 AskBio’s Obligations.  AskBio shall defend, indemnify and hold AveXis and its shareholders, directors, officers, employees and agents (each, a “AveXis Indemnitee”) harmless from and against all losses, liabilities, damages, costs and expenses (including reasonable attorney’s fees and costs of investigation and litigation, regardless of outcome) resulting from all claims, demands, actions and other proceedings (collectively, “Claims”) to the extent arising from the gross negligence, recklessness or willful misconduct of any AskBio Indemnitee.  Notwithstanding the foregoing, AskBio shall not be liable for any Claims to the extent any such Claims are caused by or arise from any act or omission by any AveXis Indemnitee for which AveXis is obligated to indemnify AskBio pursuant to Section 11.2(b).

 

(b)                                 AveXis’ Obligations.  AveXis assumes all responsibility for and all risk of damage or injury that may occur as a result of AveXis’ or its Sublicensees’ manufacture, storage, fill and finish, using, marketing, selling, offering to sell, importing, exporting or distributing Licensed Products.  AveXis shall defend, indemnify and hold AskBio, AskBio’s Affiliates, and their respective shareholders, directors, officers, employees and agents, and (each, an “AskBio Indemnitee”) harmless from and against all Claims to the extent arising from: (i) the development (including, without limitation, the conduct of Clinical Trials), manufacturing, testing, storage, handling, transportation, disposal, commercialization (including any recalls, field corrections or market withdrawals), marketing, distribution, promotion, sale or use of

 


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

 

15



© AveXis, Inc. All Rights Reserved.