CONFIDENTIAL TREATMENT REQUESTED
AMENDED AND RESTATED EXCLUSIVE LICENSE AGREEMENT BETWEEN
NATIONWIDE CHILDRENS HOSPITAL AND
This Amended and Restated Exclusive License Agreement (this Agreement) is entered into as of the last date of the signatures below (the A&R Effective Date) by and between Nationwide Childrens Hospital, a nonprofit Ohio corporation (Childrens) and AveXis, Inc., formerly known as BioLife Cell Bank Inc., a Delaware corporation having offices at 2275 Half Day Rd, Suite 160, Bannockburn, IL 60015 (Licensee).
1. Childrens and Licensee entered into that certain Exclusive License Agreement dated as of October 9, 2013 (the Original Agreement and such date the Effective Date), in which the Parties indicated the following:
A. Childrens has been authorized to license rights in the Licensed Technology (as defined below);
B. Childrens desires to have the Licensed Technology developed and marketed at the earliest possible time to ensure availability for public use and
C. Licensee intends to bring together the scientific and business expertise, facilities and capital to develop and market the Licensed Technology under a license from Childrens;
D. Childrens is willing to grant Licensee a license to exploit the Licensed Technology subject to the terms and conditions set forth below;
E. The Research Institute at Nationwide Childrens Hospital (Research Institute) is a wholly-owned institutional affiliate of Childrens. Research Institute is authorized to act on behalf of Childrens for purposes of this Agreement and the attendant responsibilities and rights outlined herein; and
F. Research Institute has entered into an Inter-Institutional Agreement with The Ohio State University, a nonprofit Ohio corporation (OSU) dated effective February 6, 2013. Pursuant to the Inter-Institutional Agreement, Research Institute has certain obligations to OSU that must be included in any license agreement licensing the technology subject to the Inter-Institutional Agreement. The Licensed Technology contains technology subject to the Inter-Institutional Agreement and therefore certain provisions of this Agreement provide for rights and obligations to OSU.
2. Childrens and Licensee now desire to amend and restate the Original Agreement in its entirety with this Agreement.
In consideration of the mutual promises contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby agreed, Childrens and Licensee hereby agree to amend and restate the Original Agreement as follows:
****CERTAIN INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.