SEC Filings

AVEXIS, INC. filed this Form 8-K on 06/22/2017
Entire Document


behalf of the Company, as provided herein, the Company will reimburse the Underwriters through the Representatives for all out-of-pocket expenses approved in writing by the Representatives, including reasonable fees and disbursements of counsel incurred by the Underwriters in making preparations for the purchase, sale and delivery of the Shares not so delivered by the Company, but the Company shall then be under no further liability to any Underwriter except as provided in Sections 7 and 9 hereof.


13.                   In all dealings hereunder, the Representatives shall act on behalf of each of the Underwriters, and the parties hereto shall be entitled to act and rely upon any statement, request, notice or agreement on behalf of any Underwriter made or given by the Representatives.


All statements, requests, notices and agreements hereunder shall be in writing, and if to the Underwriters, shall be delivered or sent by mail to Goldman Sachs & Co. LLC, 200 West Street, New York, New York 10282-2198, Attention: Registration Department, Jefferies LLC, 520 Madison Avenue, New York, New York 10022, Attention: Global Head of Syndicate, and Merrill Lynch, Pierce, Fenner & Smith Incorporated, One Bryant Park, New York, New York, Attention: Syndicate Department, with a copy to ECM Legal, with a copy to Latham & Watkins LLP, 140 Scott Drive, Menlo Park, CA 94025, Attention: Mark Roeder and Brian J. Cuneo; and if to the Company, shall be delivered or sent by mail to the address of the Company set forth in the Registration Statement, Attention: President, with a copy to Cooley LLP, 1114 Avenue of the Americas, New York, NY 10036, Attention: Divakar Gupta; provided, however, that any notice to an Underwriter pursuant to Section 9(d) hereof shall be delivered or sent by mail to such Underwriter at its address set forth in its Underwriters’ Questionnaire which address will be supplied to the Company by the Representatives upon request. Any such statements, requests, notices or agreements shall take effect upon receipt thereof.


In accordance with the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)), the Underwriters are required to obtain, verify and record information that identifies their respective clients, including the Company, which information may include the name and address of their respective clients, as well as other information that will allow the Underwriters to properly identify their respective clients.


14.                   This Agreement shall be binding upon, and inure solely to the benefit of, the Underwriters, the Company and, to the extent provided in Sections 9 and 11 hereof, the officers and directors of the Company and each person who controls the Company or any Underwriter, and their respective heirs, executors, administrators, successors and assigns, and no other person shall acquire or have any right under or by virtue of this Agreement. No purchaser of any of the Shares from any Underwriter shall be deemed a successor or assign by reason merely of such purchase.



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