SEC Filings

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

 

Children’s has no other obligation with respect to the Technical Information; provided, however, that Children’s shall have a continuing obligation to provide certain Technical Information to Licensee if Licensee determines, in consultation with Children’s, that such Technical Information is required to satisfy Licensee’s performance under Article 3 of this Agreement to commercialize the Licensed Products. The Technical Information: (a) is provided to Licensee solely for the purpose as set forth in this Section 2.1.2  and no other purpose, in bailment with no equitable or legal title transferring; (b) shall be returned or its destruction certified upon request by Children’s after termination of the Agreement provided, that in the event of the natural expiration of the Term, Licensee’s license to use the Technical Information would continue in accordance with Section 11.3.1; and (c) nothing herein shall be construed as a sale of the Technical Information.

 

2.1.3                     Subcontracting. Subject to the terms and conditions of this Agreement and Licensee and each subcontractor’s compliance therewith, Licensee, its Affiliates and sublicensees may elect to have Licensed Products made for it under subcontract in accordance with its rights in Section 2.1.1, provided that Licensee, its Affiliate and/or sublicensee does so by a written agreement with such subcontractor consistent with the terms and conditions of this Agreement, the agreement names Children’s as a third party beneficiary with respect to the indemnification obligations by such subcontractor, is not further transferable by delegation or otherwise, and terminates upon termination of this Agreement.  Licensee shall provide notice to Children’s of each such agreement granting such rights, including the contact information for the subcontractor and the specific Licensed Products the subcontractor is manufacturing. Licensee shall remain **** for each subcontractor’s compliance with the terms and conditions of this agreement as if such entity was performing as Licensee under the terms and conditions of this Agreement and Children’s shall have the right to request an audit of sublicensees to determine compliance.

 

2.1.4                     Sublicenses. Subject to the terms and conditions of this Agreement and Licensee and each sublicensee’s compliance therewith, Licensee may grant sublicenses through multiple tiers under the rights licensed to Licensee in Sections 2.1.1 and 2.1.2,  provided that Licensee does so by written agreement consistent with the terms and conditions of this Agreement. Licensee agrees to provide Children’s with: (a) the identity of any sublicensee; and (b) prompt notification and a copy of each final sublicense agreement and any amendment thereof.  Any such sublicense agreement shall name Children’s as a third party beneficiary with respect to the indemnification obligations by such sublicensee. In the event of termination of this Agreement,  in order to continue to practice the Licensed Technology, at each sublicensee’s election, such sublicensee shall become a direct licensee of NCH under the terms and conditions of this Agreement, to the extent applicable to the scope of the sublicense granted to such sublicensee, on the condition that (i) the sublicensee is not then in breach of its sublicense and (ii) sublicensee did not cause or contribute to such termination. Each sublicense agreement shall terminate upon termination of this Agreement.  Licensee shall remain **** for

 


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

 

5



© AveXis, Inc. All Rights Reserved.