EXCLUSIVE LICENSE AGREEMENT
THE RESEARCH INSTITUTE AT NATIONWIDE CHILDREN’S HOSPITAL
This Exclusive License Agreement (the “Agreement”) is entered into as of the last date of the signatures below (the “Effective Date”) by and between the Research Institute at Nationwide Children’s Hospital, a nonprofit Ohio corporation (“Research Institute”) and AveXis, Inc., a Delaware corporation having offices at 2275 Half Day Rd, Suite 160, Bannockburn, IL 60015 (“Licensee”).
1. Research Institute has been authorized to license rights in the Licensed Technology (as defined below) pursuant to an Inter-Institutional Agreement with Ludwig Institute for Cancer Research Ltd. (“Ludwig”) dated August 4, 2015, co-owner of the Licensed Patents;
2. Research Institute and Ludwig desire to have the Licensed Technology developed and marketed at the earliest possible time to ensure availability for public use and benefit;
3. Licensee intends to bring together the scientific and business expertise, facilities and capital to develop and market the Licensed Technology under
a license from Research Institute; and
4. Research Institute and Ludwig are willing to grant Licensee a license to exploit the Licensed Technology subject to the terms and conditions set forth below.
In consideration of the mutual promises contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby agreed, Research Institute and Licensee hereby agree as follows:
DEFINITIONS AND INTERPRETATION
1.1 Definitions. The capitalized terms used herein shall have the meanings set forth below in this Section 1.1 unless otherwise expressly defined in this Agreement.
1.1.1 “Affiliate” shall mean any entity which directly or indirectly owns or controls, is owned or controlled by, or is under common ownership or control with Licensee. For the purpose of this definition, “ownership” or “control” shall mean: (a) the direct or indirect possession or ownership of greater than fifty percent (50%) of the outstanding voting stock of the entity; (b) the right to receive more than fifty percent (50%) of the profits or earnings of the entity; (c) the power to appoint or remove a majority of the board of directors of the entity; or (d) the power to direct the management and policies of the entity. For clarity, an entity’s status as an Affiliate shall terminate if, at any time, such entity is not within the definition listed above; provided; however, the obligations of that entity shall continue until their purposes are fulfilled in accordance with the terms and conditions of this Agreement.
1.1.2 “Change of Control” shall mean: (a) the acquisition, either directly or indirectly, by any non-Affiliated third party of more than **** of the voting stock of