SEC Filings

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


other legal remedy or the receipt of prior written consent by the Company, the Consultant is nonetheless, in the opinion of the Consultant’s legal counsel, legally compelled to disclose Confidential Information to any tribunal or else stand liable for contempt or suffer other censure or penalty, the Consultant may, without liability hereunder, disclose to such tribunal only that portion of the Confidential Information which such legal counsel advises is legally required to be disclosed, provided that the Consultant exercises commercially reasonable efforts to preserve the confidentiality of the Confidential Information including, without limitation, by cooperating with the Company to obtain (at the Company’s expense) an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information by such tribunal.


(c)        The Consultant’s obligations under Section 7(b) shall not apply to any Confidential Information that (i) is or becomes known to the general public under circumstances involving no breach by the Consultant of the terms of Section 7(b), (ii) is approved for public release by the Board of the Company or the Chief Executive Officer or President, (iii) is obtained by the Consultant, outside the context of the performance of the Services, from a third party who owes no obligation to the Company to maintain such information in confidence, or (iv) is any other information, technology or data provided to, or developed by, the Consultant without the use of Company resources or in the course of Consultant’s services for RJ or under the Clinical Trials Research Agreement.


(d)       Upon the termination of this Agreement or upon request of the Company, the Consultant shall promptly deliver to the Company all materials documenting, evidencing or embodying any Confidential Information, provided that Consultant may retain a copy of any such materials for archival purposes only.


(e)        The Consultant specifically agrees and acknowledges that the obligations of confidentiality described in this Section 7 are retroactive to the beginning of his performance of any services for the Company and shall apply to Confidential Information received by him at any time.


(f)         Subject to compliance with this Section 7, Consultant may publish the results of his research conducted for the Company hereunder. Consultant will provide the Company with a copy of any data, finding, result, article, abstract, manuscripts, presentation or other information intended for publication, at least thirty (30) days prior to submission of any intended publication. This will allow the Company time to review the material before it is made public, solely for the purposes of making any appropriate patent or other filings and verifying that no Confidential Information is disclosed. If the Company determines that the proposed publication contains patentable subject matter requiring protection, the Company may require, by providing written notice to Consultant prior to the expiration of such 30-day period, the delay of the submission for publication for a period of time not to exceed an additional sixty (60) days (unless otherwise agreed by Consultant and die Company in writing) after the expiration of such initial 30-day period for the purpose of allowing the pursuit of such protection. At the expiration of me thirty (30) day period if me Company has not provided written notice to the Consultant that me proposed publication contains patentable subject matter requiring protection, or at the expiration of such additional sixty (60) day period if the Company has timely notified Consultant that the proposed publication contains patentable subject matter requiring protection and the Company upon agreement of RI (or RI pursuant to the Clinical Trials Research Agreement) has filed for such patent protection, Consultant may proceed with submission for publication; provided, however, that in no event may Consultant publish any Confidential Information without the express prior written consent of the Company. Consultant shall acknowledge the Company’s role with respect to research sponsored by the Company in any publication contemplated by this Section 7(f).




8.      Remedies.


(a)       Each party may exercise all of its rights and remedies under this Agreement, at law and in equity, for any breach of this Agreement by the other.


(b)       The Consultant recognizes that in the event of a breach or threatened breach by the Consultant of any of Sections 5 through 7 of this Agreement, the Company may suffer irreparable harm, and the Consultant therefore agrees that, in addition to all other remedies available to the Company at law or in equity, the Company shall be entitled to apply for injunctive relief to restrain any such breach and to enforce the provisions hereof. The rights of the parties under this Section 8 will survive any termination of this Agreement.


9.      Miscellaneous.


(a)       The Consultant may use any ethical and lawful means necessary and appropriate to perform its obligations under this Agreement; provided, however, that in no event shall the Consultant take any action that would be adverse to the business interests of the Company or that may subject the Consultant or the Company to civil or criminal liability. The Consultant agrees to fully comply with all laws, rules and regulations applicable to its performance of the Services, and the Consultant covenants and agrees that he has no undisclosed interest that would conflict in any manner with the performance of the Services under this Agreement. In recognition of the independent contractor status of the Consultant, the Company agrees that, subject to the covenants contained in this Agreement, the Consultant may engage in additional activities and may allocate his time between the Consultant’s obligations under this Agreement and such other activities in any manner the Consultant deems appropriate, so long as the Consultant’s obligations under this Agreement are holly satisfied. Except as set forth in Section 2(b) hereof, the Consultant shall be responsible for all expenses incurred by the Consultant in furtherance of his provision of the Services. The Consultant will have the sole right to supervise, manage, control, and direct the performance of the details incident to the Consultant’s duties described in this Agreement.


(b)       The Consultant is and shall be an independent contractor with the sole right to supervise, manage, operate, control, and direct the performance of the details incident to the Consultant’s duties under this Agreement. Nothing contained in this Agreement shall be deemed or construed to create a partnership or joint venture, to create the relationships of an employer-employee or principal-agent, or to otherwise create any liability for or obligation of the Company whatsoever with respect to the indebtedness, liabilities, and obligations of the Consultant or any other party. The Consultant specifically understands and agrees that this Agreement shall not be deemed to grant or imply that the Consultant is authorized to sign, contract, deal, or otherwise act in the name of or on behalf of the Company, except as is expressly authorized in writing by the Company. The Company shall not maintain any insurance for the Consultant or its personnel, including, but not limited to, medical, dental, life, or disability insurance. The Consultant stipulates and agrees that he will not be eligible for any employment benefits from the Company. To the extent the Consultant employs others in providing services under this Agreement, the Consultant agrees to comply with all applicable workers’ compensation laws, to provide satisfactory assurances of such compliance to the Company on request, and to indemnify and hold harmless the Company from any liability or obligation in connection therewith. THE CONSULTANT SHALL NOT BE CONSIDERED UNDER THE PROVISIONS OF THIS AGREEMENT OR OTHERWISE AS HAVING THE STATUS OF AN EMPLOYEE OF THE COMPANY, OR AS BEING ENTITLED TO PARTICIPATE IN ANY LIFE, ACCIDENT OR HEALTH INSURANCE PLANS, PENSION, STOCK, BONUS, THRIFT OR PROFIT SHARING PLANS, WORKER’S COMPENSATION BENEFITS, VACATION/SICK LEAVE BENEFITS, OR ANY SIMILAR BENEFITS WHICH MAY BE



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