SEC Filings

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

 

the Company to work for any Competing Company, without express prior written consent of the Board; or

 

(iv)        interfere, or attempt to interfere with, the relationship or prospective relationship of the Company with any person or entity that is or was a customer, client or supplier to the Company or to cause a customer, client or supplier to terminate an agreement with the Company.

 

(c)      As used in this Agreement, the term “Non-Competition Period” shall mean the period beginning with the date of this Agreement and continuing through the termination of this Agreement for any reason. The term “Post-Termination Period” shall mean the period beginning with the termination of this Agreement for any reason and continuing for 24 months thereafter. During the Post-Termination Period, the Consultant agrees to provide the Post-Termination Services (as defined below) to the Company in the maximum amount of up to ten (10) hours per month, and the Company agrees to retain the Consultant for such purposes; provided however, neither the Consultant’s performance of the Post-Termination Services nor anything in this Section 5 to the contrary will extend any non-competition period under this Agreement. For purposes of this Agreement, “Post-Termination Services” means to (i) advise and consult with the Company’s executive management and the Board with respect to the Company’s (a) technical, medical or scientific issues and problems relating to the design, development, production, sale or marketing of any products, technologies or services then currently developed, under development, produced, sold or marketed by the Company the (“Company Business”) and/or (b) the future anticipated direction of the Company Business as the Board may request, from time to time during the Post-Termination Period. The Company agrees to allow such services to be performed on weekends and during evening hours and to cooperate with the Consultant to the extent the Consultant secures other consulting or employment engagements during the Post-Termination Period. For providing the Post-Termination Services during the Post-Termination Period, the Company will in each calendar month during the Post-Termination Period that the Consultant provides the Post-Termination Services, pay the Consultant an amount equal $187.50 per hour (the “Payment”) for each hour (or on a prorated basis for each partial hour) of such services and reimburse Consultant for expenses as provided in Section 2(b) of this Agreement. The Payment is the Consultant’s sole compensation for providing the Post-Termination Services to the Company during the Post-Termination Period; provided, however, nothing contained in this Section 5(c) shall limit or offset amounts paid or to be paid to Consultant under Section 2 of this Agreement Notwithstanding the provisions of this Section 5(c), the vesting of the stock restricted under the Restricted Stock Purchase Agreement will cease upon termination of this Agreement and will not continue during the Post-Termination Period, except as otherwise provided in the Restricted Stock Purchase Agreement. In the event of a breach of the Consultant’s obligations set form in this Section 5(c), the Company will have the remedies provided herein and such other remedies as may be available to it under law or contract or at equity.

 

6.      Inventions and Discoveries. Subject to Section 4, during the term of this Agreement, the Consultant will promptly and simultaneously disclose to the Company and RI all inventions, discoveries, improvements, innovations, developments, concepts, designs, research methods and results, processes, formulae, compounds, products, works of authorship, trade secrets, know-how and creations (whether or not patentable or subject to copyright or trade secret protection, and whether or not reduced to tangible form, memorialized or reduced to practice) that the Consultant makes, conceives or reduces to practice, or has previously made, conceived or reduced to practice, either alone or jointly with others, that directly relate to or arise from Services performed by the Consultant for the Company (collectively, “Developments”). Ownership of such Developments, and any patent rights related thereto, shall reside with RI. If such Developments are not subject to the License Agreement by and between the Company

 

5



© AveXis, Inc. All Rights Reserved.