SEC Filings

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

 

1.1.15              “Term” shall have the meaning set forth in Section 11.1.

 

1.1.16              “Technical Information” shall mean: (a) research and development information, unpatented inventions, and know-how pertaining to the Licensed Patents created by the Innovators known as of the Effective Date or learned or developed during the Term of this Agreement; and (b) tangible materials pertaining to the Licensed Patents made by the Innovators in amounts selected by Children’s in consultation with the Licensee and in amounts not so little as to unduly burden Licensee in its performance under this Agreement; each solely to the extent Children’s has determined, in its sole discretion, to provide to Licensee hereunder. For the avoidance of doubt, Technical Information does not include any information, including regulatory data, for which Licensee is given an exclusive right to use under the Clinical Trials Research Agreement of even date herewith between Children’s and Licensee. The Inter-Institutional Agreement does not cover OSU know-how (“OSU Know-how”), and as such, OSU Know-how will not be included in this Agreement.

 

1.2 Interpretation. Each definition in this Agreement includes the singular and the plural. References to any statute or regulation mean such statute or regulation, as amended from time to time, and include any successor legislation, regulations, guidelines and policies promulgated therefrom. The headings to the Articles and Sections are for convenience of reference and shall not affect the meaning or interpretation of this Agreement. The Exhibits attached hereto are hereby incorporated by reference into and shall be deemed a part of this Agreement. The term “including” shall mean “including but not limited to.”

 

ARTICLE 2

LICENSE GRANTS AND RESERVATION OF RIGHTS

 

2.1                               Grants.

 

2.1.1                     Patent License. Subject to the terms and conditions of this Agreement and Licensee’s compliance therewith, Children’s grants to Licensee an exclusive, non-transferable (except a transfer to an Affiliate or as otherwise permitted herein), sublicenseable (in accordance with Section 2.1.4) license in the Field of Use in the Licensed Territory under the Licensed Patents to make, have made (only Licensed Products of Licensee, its Affiliates and sublicensees for sale by or on behalf of Licensee, its Affiliates and sublicensees), use, sell,   offer for sale and import Licensed Products throughout the Licensed Territory solely within the Field of Use.

 

2.1.2                     Technical Information License. Subject to the terms and conditions of this Agreement and Licensee’s compliance therewith, Children’s grants to Licensee a nonexclusive, non-transferable (except a transfer to an Affiliate or as otherwise permitted herein), sublicenseable through multiple tiers (in accordance with Section 2.1.4) license in the Field of Use in the Licensed Territory to use the Technical Information to develop and manufacture Licensed Products throughout the Licensed Territory for the Field of Use. The Technical Information is “AS IS” and Children’s shall transfer materials, including those materials listed in Exhibit B, that are included within the Technical Information on the same basis within **** of the Effective Date.

 


****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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