SEC Filings

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

 

(ii)                                                  [intentionally omitted];

 

(iii)                                               by written notice by the non-breaching party for a party’s breach of a material obligation under this Agreement, provided that the non-breaching party previously gave written notice to the other party of the alleged breach and thirty (30) days thereafter in which to cure the breach, during which 30-day period the breaching party did not cure the breach;

 

(iv)                                              by written notice by either the Consultant or the Company to the other party in the event that the other party enters a guilty plea or a plea of no-contest as to, is indicted for or is determined by a court of law to have committed, or is convicted of, a crime of dishonesty, fraud, embezzlement, theft, larceny or any crime of moral turpitude or any felony;

 

(v)                                                 by written notice by the Company in the event the Consultant is disabled (as evidenced by the Consultant’s inability to perform his obligations under this Agreement for a period of sixty (60) consecutive days);

 

(vi)                                              automatically upon the death of the Consultant;

 

(vii)                                           by written notice by the Company upon the appropriation or attempted appropriation of a material business opportunity of the Company by the Consultant, which would result in securing a personal profit to the Consultant;

 

(viii)                                        by written notice by the Company upon the theft or embezzlement by the Consultant of any of the real or personal property, tangible or intangible, of the Company or any of its affiliates;

 

(ix)                                              by written notice by the Company upon the commission of any act of fraud upon, or bad faith or willful misconduct toward, the Company or any of its affiliates by the Consultant;

 

(x)                                                 by written notice by the Company for any conduct by the Consultant constituting gross negligence or recklessness, as reasonably determined by the Company’s Board of Directors, that is or could have been materially injurious to the Company, a customer of the Company or any of the Company’s affiliates;

 

(xi)                                              by the Consultant for any or no reason whatsoever by providing written notice to the Company; or

 

(xii)                                           by the Company for any or no reason whatsoever by providing written notice to the Consultant.

 

(c)      No termination or expiration of this Agreement shall relieve the Consultant or the Company of any obligations hereunder which by their terms are intended to survive the termination of the Consultant’s association as a consultant with the Company, including but not limited to the obligations of Sections 2, 5, 6, 7, 8 and 9.

 

4.     Other Policies Applicable to Consultant. The Company acknowledges that the Consultant is an employee of, and a full-time member of the research faculty of RI and that his activities are subject to certain policies and regulations of RI, as well as certain contracts with RI, that relate to, among other things, the disclosure of proprietary information, the publication of research results, and/or the ownership of discoveries and inventions (“RI Policies and Regulations”). The Company acknowledges and agrees that the Consultant must adhere to the RI Policies and Regulations notwithstanding that they may be contrary to, or be in conflict with, the terms and conditions of this Agreement. The Company will not

 

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