SEC Filings

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

 

determine the terms and conditions of intellectual property rights with respect to any such Invention created or developed under such agreement at that time.

 

6.3          Ownership of Work Product.  Executive agrees that, except as provided in Section 6.2, the Company will exclusively own all work product that is made by Executive (solely or jointly with others) within the scope of his employment, and Executive hereby irrevocably and unconditionally assigns to the Company all right, title, and interest worldwide in and to such work product.

 

7.             NON-COMPETITION AND NON-SOLICITATION OBLIGATIONS.

 

7.1          NO SOLICITATION OF EMPLOYEES, CONSULTANTS, CONTRACTORS, OR CUSTOMERS OR POTENTIAL CUSTOMERS.  In order to protect the Company’s legitimate business interests, including (without limitation) its interests in the Company’s trade secrets and Confidential Information, its substantial and near permanent relationships with customers, and its customer goodwill, Executive agrees that during the Employment Term and for the one (1) year period after the date his employment ends for any reason, including but not limited to voluntary termination by Executive or involuntary termination by the Company, Executive will not, as an officer, director, employee, consultant, owner, partner, or in any other capacity, either directly or through others, except on behalf of the Company:

 

(a)           solicit, induce, encourage, or participate in soliciting, inducing, or encouraging any employee of the Company to terminate his or her relationship with the Company;

 

(b)           hire, employ, or engage in business with or attempt to hire, employ, or engage in business with any person employed by the Company or who has left the employment of the Company within the preceding three (3) months of any such prohibited activity or discuss any potential employment or business association with such person, even if Executive did not initiate the discussion or seek out the contact;

 

(c)           solicit, induce or attempt to induce any Customer or Potential Customer, or any consultant or independent contractor with whom Executive had direct or indirect contact during his employment with the Company or whose identity Executive learned as a result of his employment with the Company, to terminate, diminish, or materially alter in a manner harmful to the Company its relationship with the Company; or

 

(d)           solicit, perform, provide or attempt to perform or provide any Conflicting Services (as defined in Section 7.2 below) for a Customer or Potential Customer, provided, however, Executive may engage in such activities to the extent such Conflicting Services are part of either (i) Executive’s duties at RI or The Ohio State University, or (ii) the Research and business activities of RI or The Ohio State University, and, provided further, if Executive engages in such activities during the Employment Term, the Company may terminate him for Cause and if Executive engages in such activities during the one (1) year period after the date his employment ends, the Company may cease providing the Severance Benefits.

 

The parties agree that for purposes of this Agreement, a “Customer or Potential Customer” is any person or entity who or which, at any time during the one (1) year prior to the date

 


 

Executive’s employment with the Company ends, (i) contracted for, was billed for, or received from the Company any product, service or process with which Executive worked directly or indirectly during his employment by the Company or about which Executive acquired Confidential Information; or (ii) was in contact with Executive or in contact with any other employee, owner, or agent of the Company, of which contact Executive was or should have been aware, concerning any product, service or process with which Executive worked directly or indirectly during his employment with the Company or about which Executive acquired Confidential Information; or (iii) was solicited by the Company in an effort in which Executive was involved or of which Executive was or should have been aware.

 

7.2                               NON-COMPETE PROVISION.

 

(a)                                 In order to protect the Company’s legitimate business interests, including (without limitation) its interests in the Company’s trade secrets and Confidential Information, its substantial and near permanent relationships with customers, and its customer goodwill, Executive agrees that during the Employment Term and for the one (1) year period after the date his employment ends for any reason, including but not limited to voluntary termination by Executive or involuntary termination by the Company, Executive will not, directly or indirectly, as an officer, director, employee, consultant, owner, manager, member, partner, or in any other capacity solicit, perform, or provide, or attempt to perform or provide Conflicting Services anywhere in the world where the Company conducts business, including but not limited to locations where the Company performs research or development activities related to the Company’s products, services or processes, nor will Executive assist another person to solicit, perform or provide or attempt to perform or provide Conflicting Services anywhere in the world where the Company conducts business, including but not limited to locations where the Company performs research or development activities related to the Company’s products, services or processes.

 

(b)                                 Notwithstanding the foregoing, nothing in Section 7 is intended to or shall restrict Executive’s performance of his assigned duties (including Conflicting Services) for RI or The Ohio State University during or after the Employment Term; provided that, Executive shall not use Company Confidential Information or Third Party Information in the performance of such services; and provided further, if Executive provides Conflicting Services during the Employment Term, the Company may terminate him for Cause and if Executive provides Conflicting Services during the one (1) year period after the date his employment ends, the Company may cease providing the Severance Benefits.

 

(c)                                  The parties agree that for purposes of this Agreement, “Conflicting Services” means any product, service, or process or the research and development thereof, of any person or organization other than the Company that is related to or connected with a licensed or sponsored research program of the Company, including the research and development thereof, with which Executive worked directly or indirectly during his employment by the Company or about which he acquired Confidential Information during his employment by the Company.

 

7.3                               REASONABLENESS OF RESTRICTIONS.

 

(a)                                 Executive agrees that he has read this entire Agreement and

 



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