SEC Filings

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


development, testing and evaluation designed to develop or contribute to new knowledge or validate existing knowledge.”  Company may enter into written agreements with RI to sponsor Research activities in areas of interest to Company consistent with the mission of RI, and in Executive’s role within RI, Executive may participate in those sponsored Research activities at RI.  The Company reserves the right to change or modify Executive’s title and/or duties as business needs may require.  Executive shall report to the CEO and his principal place of employment shall be his home office in Columbus, Ohio, provided that the Company reserves the right to require periodic business travel upon reasonable notice to Executive. Executive shall devote appropriate and reasonable business energies, interest, abilities and productive time to the proper and efficient performance of Executive’s duties under this Agreement.  Notwithstanding any language to the contrary, the Company acknowledges and agrees that Executive remains an employee of Nationwide Children’s Hospital (“NCH”) assigned to its affiliate the Research Institute at Nationwide Children’s Hospital (“RI” with every reference to RI also deemed to include NCH), and nothing in this Agreement is intended or shall be construed to create a conflict of interest, time, activity or commitment to RI as an RI employee devoting a significant amount of his business time and attention to RI ( unless otherwise agreed to by RI).


2.2          Policies and Procedures.  The employment relationship between the parties shall be governed by this Agreement and by the policies and practices established by the Company and/or its Board of Directors (the “Board”).  In the event that the terms of this Agreement differ from or are in conflict with the Company’s policies or practices, this Agreement shall control.


2.3        Other Policies Applicable to Executive. The Company acknowledges that Executive is also an employee of, and member of the research faculty of RI, devoting a significant amount of his business time and attention to 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 Executive acknowledges and agrees that the Executive must adhere to the RI Policies and Regulations and represents that he has obtained the consent of RI to enter into this Agreement.  Executive further agrees not to improperly use or disclose any proprietary information or trade secrets of RI or Executive’s former or concurrent employers or companies, if any, during Executive’s employment with the Company and not to bring onto the premises of the Company any unpublished documents or any property belonging to RI or Executive’s former or concurrent employers or companies unless consented to in writing by RI or said employers or companies, or unless consistent with terms of Research sponsored by Company at RI.


2.4          Agreement not to Participate in Company’s Competitors.  Except with the prior written consent of the CEO, Executive will not during the Employment Term undertake or engage in any other employment, occupation or business enterprise; provided, however, Executive may continue to perform his usual and customary services for RI, The Ohio State University, and Milo Biotechnology, Inc. (“Milo”) without breaching this Agreement.  During the Employment Term, and except for his interest in Milo, and his positions with RI, The Ohio State University and Milo, Executive agrees not to acquire, assume or participate in, directly or indirectly, any position, investment or interest known by Executive to be adverse or antagonistic to the Company, its business, or prospects, financial or otherwise, or in any company, person, or


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