SEC Filings

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

 

ARTICLE 12

MISCELLANEOUS PROVISIONS

 

12.1                                    Notices. All notices required or permitted to be given under this Agreement shall be effective when sent to the applicable Party’s address set forth below or to such other address as may be designated by written notice and given in writing, with reference to this Agreement, and when: (a) delivered personally; (b) sent by electronic mail, receipt confirmed; (c) five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid; or (d) two (2) days after deposit with a commercial overnight carrier, with written verification of receipt.8

 

To Children’s:

Research Institute at Nationwide Children’s Hospital

 

Attention: Director, Office of Technology Commercialization

 

(NCH OTC Ref. No. 2013-0212 and 2015-0408)

 

700 Children’s Drive

 

Columbus, Ohio 43205

 

Phone: (614) 722 2701

 

Email: OTCagreements@nationwidechildrens.org

 

cc: Legal Services

 

 

To Licensee:

AveXis, Inc.

 

Attention: Sean P. Nolan, CEO 2275 Half Day
Rd, Suite 160 Bannockburn, IL 60015

 

Phone: 972.725.7797

 

Email: jc@avexisinc.com

 

cc: nch@avexisinc.com

 

 

With a copy to:

Cooley LLP

(which shall not

Attention: Darren DeStefano & Kenneth J. Krisko

constitute notice)

One Freedom Square

 

Reston Town Center 11951

 

Freedom Drive Reston, VA 20190-5656

 

12.2                                    Assignment. This Agreement is personal to Licensee and may not be assigned, transferred or delegated to a non-affiliated person, in whole or in part, by Licensee without the prior written consent of Children’s, which shall not be unreasonably withheld. Notwithstanding the foregoing, Licensee may assign any of its rights or delegate any of its obligations under this Agreement without Children’s consent to (i) its affiliate(s) or subsidiary(ies) or (ii) its successor in interest in connection with any merger, acquisition, consolidation, or sale of all or substantially all of the assets of Licensee, provided that such assignee assumes in writing or under law all of the obligations of Licensee hereunder and notice thereof is provided to Childrens’s Any attempted assignment, transfer or delegation, including any sublicense or subcontract in contravention with the terms and conditions of this Agreement shall be null and void. Children’s has the right to assign or transfer the Licensed Patents, the Technical Information, its obligations and/or benefits hereunder and this Agreement without the consent of Licensee.  This Agreement shall be binding on the Parties and their successors and assigns and shall inure to the benefit of the Parties and their permitted successors and assigns. The representations, warranties, covenants, and undertakings contained in this Agreement are for the sole benefit of the Parties and their permitted successors and assigns and shall not be construed as conferring any rights to any third party.

 

12.3                                    Entire Agreement; Amendments. This Agreement including its Exhibits contains the entire understanding of the Parties with respect to the subject matter and supersedes all other prior communications, agreements, or understandings, written or oral. The Parties may, from time to time during the Term, modify, vary or alter any of the provisions of this Agreement, but only by an instrument duly executed by authorized officials of both Parties and only if such instrument

 

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specifically states that it is an amendment to this Agreement. Each Party acknowledges that it was provided an opportunity to seek advice of counsel and as such this Agreement shall not be strictly construed for or against either Party.

 

12.4                                    Severability. The terms and conditions of this Agreement are severable, and in the event that any term or condition of this Agreement shall be determined by a court of competent jurisdiction to be invalid, illegal or unenforceable, that term or condition shall be reformed if possible, but only to the extent necessary to remove such invalidity, illegality or unenforceability in such jurisdiction and to effectuate the intent of the Parties as evidenced on the Effective Date. If reformation is not possible, then that term or condition shall be deleted and neither the validity, legality or enforceability of remaining terms and conditions nor the validity, legality or enforceability of the deleted term or condition in any jurisdiction it is valid, legal or enforceable shall in any way be affected or impaired thereby.

 

12.5                                    Waiver. No waiver by either Party of any term or condition of this Agreement, no matter how long continuing or how often repeated, shall be deemed a waiver of any subsequent act or omission, nor shall any delay or omission on the part of either Party to exercise any right, power, or privilege or to insist upon compliance with any term or condition of this Agreement be deemed a waiver of such right, power or privilege or excuse a similar subsequent failure to perform any such term or condition.  All waivers must be in writing and signed by the Party granting such waiver.

 

12.6                                    No Agency. The relationship between the Parties is that of independent contractors. Neither Party shall be deemed to be an agent, employee, joint venturer or partner of the other and neither Party shall have any right or authority to assume or create any obligation or responsibility on behalf of the other Party or to bind that Party in any manner.

 

12.7                                    Governing Law. This Agreement shall be governed solely by the laws of the state of Ohio, without regard to any choice-of-law provisions, the Uniform Commercial Code or the International Convention on the Sale of Goods. In any litigation or arbitration arising under or relating to the terms and conditions of this Agreement, the prevailing Party or Parties shall be entitled to recover all documented costs and expenses of the suit, action or proceeding, including reasonable attorneys’ fees and court and/or arbitration costs.

 

12.8                                    Jurisdiction and Forum. The state and federal courts located in Franklin County in the state of Ohio shall have exclusive jurisdiction over any claim or dispute resulting from, relating to or arising out of this Agreement. Licensee hereby irrevocably consents to the exclusive jurisdiction of such courts and irrevocably waive any claim of inconvenient forum.

 

12.9                                    Export Control. It is understood that Children’s is subject to United States laws and regulations controlling the export of technical data, computer software, laboratory prototypes, and other commodities that may require a license from the applicable agency of the United States government and/or may require written assurances by Licensee that it shall not export data or commodities to certain foreign countries without prior approval of such agency. Children’s neither represents that a license is required, nor that, if required, it shall be issued.

 

The Parties have executed this Agreement by their duly authorized officers or representatives, in one or more counterparts, each of which shall be deemed an original but all of which taken together constitute one and the same instrument as of the Effective Date.

 

NATIONWIDE CHILDREN’S HOSPITAL

 

AVEXIS, INC.

 

 

 

 

 

 

By:

/s/ Timothy C. Robinson

 

By:

/s/ Sean P. Nolan

 

Timothy C. Robinson, Executive Vice

 

 

Sean P. Nolan, Chief Executive Officer

 

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