SEC Filings

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


proprietary information subject to a duty on their parts to maintain the confidentiality of such information and to use it only for certain limited purposes. The Executive agrees that he owes the Employer, its Affiliates, and such third parties, during the Employment Period and thereafter, a duty to hold all such confidential or proprietary information in the strictest confidence and not to disclose it to any Person (except as necessary in carrying out his duties for the Employer consistent with the Employer’s agreement with such third party) or to use it for the benefit of anyone other than for the Employer or such third party (consistent with the Employer’s agreement with such third party) without the express written authorization of the Employer or its Affiliate, as the case may be.


(c)                                  Returning Employer Documents. The Executive agrees that, on the Termination Date, he will deliver to the Employer (and will not keep in his possession or deliver to any other Person) any and all devices, records, data, notes, reports, proposals, lists, correspondence, specifications, drawings, blueprints, sketches, materials, equipment, other documents or property, or reproductions of any of the aforementioned items belonging to the Employer or any of its Affiliates, and their respective successors or assigns, regardless of whether such items are represented in tangible, electronic, digital, magnetic or any other media. In the event of the termination of the Employment Period, the Executive agrees to sign and deliver the “Termination Certification” attached hereto as Exhibit A.


5.04                        Inventions. The Executive agrees to assign, transfer, and sets over to Employer his entire and exclusive right, title, and interest, including rights in the nature of patent rights, trademark rights, copyrights, trade secrets, or design rights, in and to any and all Inventions (as defined below) that are created, conceived, designed or otherwise invented commencing on the date of Employee’s initial consultancy or employment with the Employer (whichever occurred first) (the “Start Date”), which date may precede the date of this Agreement, but not any Inventions owned by the Executive as of the Start Date or any improvements or modifications of such inventions that may occur after the Start Date. This assignment includes without limitation all such rights in the United States of America and throughout the world, and in and to any Letters Patent, applications for Letters Patent, any division, reissue, extension, continuation, or continuation-in-part thereof, or any copyright or trademark registrations which may be granted and issued for such Inventions. The parties intend that Employer shall have sole and exclusive right, title, and interest in such Inventions. The Executive agrees to execute and deliver, and cause to be executed and delivered, any and all additional papers, documents, instruments, and other assurances reasonably required to effectively carry out the intent and purposes of this Section 5.04, and shall do (at Employer’s expense) any and all acts and things reasonably necessary in connection with the performance of the Executive’s obligations hereunder, including, but not limited to, those acts reasonably required to accomplish the aforesaid registrations and applications for Letters Patent. The Executive represents and warrants to Employer that he is now under no contract or agreement, nor has he previously executed any documents whatsoever, with any other person, firm, association, or corporation that will, in any manner, prevent his giving, and Employer from receiving, the exclusive benefit of his services and of any and all Inventions that may be devised or developed by him or under his direction, in accordance with the terms of this Agreement. As used in this Agreement, the term “Invention” means any and all improvements, inventions, and other creative works of any kind whether or



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