SEC Filings

10-Q
AVEXIS, INC. filed this Form 10-Q on 08/10/2017
Entire Document
 

9.2      Acknowledgements.    Licensee shall also consult with Research Institute and Ludwig and if so requested thereby, include the following statement in its advertising of Licensed Products:  “Invented at and licensed by the Research Institute at Nationwide Children’s Hospital and Ludwig Institute for Cancer Research Ltd.”  A Party may issue a press release or other form of public announcement regarding this Agreement and activities hereunder but only after the other Party has given its written approval, such approval not to be unreasonably withheld. 

9.3      No Use of Research Institute and Ludwig Names.  Licensee shall not, without the prior written consent of Research Institute and Ludwig, identify Research Institute, Ludwig, or any affiliate or subsidiary of Research Institute and those of Ludwig, in any advertising or other promotional materials to be disseminated to the public or use the name of Research Institute, Ludwig, their affiliates or subsidiaries or any of its respective faculty members, employees, or students, or any trademark, service mark, trade name, or symbol owned by or associated with Research Institute and Ludwig, and/or any affiliate or subsidiary of Research Institute and Ludwig.

9.4      No Endorsement.  Notwithstanding anything to the contrary, Research Institute and Ludwig do not directly or indirectly endorse any product or service provided, or to be provided, by Licensee and/or sublicensees including the Licensed Product.  Licensee shall not state or imply any endorsement by Research Institute, Ludwig or any of Research Institute’s or Ludwig’s employees.

Article 10
CONFIDENTIALITY

10.1      Definition.  The Parties agree to keep and maintain any information or materials identified as confidential by the disclosing Party (“Disclosing Party”) when provided to the other Party (“Receiving Party”) individually and collectively (“Confidential Information”) in confidence and shall not disclose, use or otherwise make available the Confidential Information during and for **** after the Term except as reasonably necessary to fulfill its obligations or exercise its rights under this Agreement and provided that any party receiving disclosure has agreed to an obligation of confidentiality and prohibition on use at least as protective as this Article 10. In no event shall Licensee or anyone receiving Confidential Information from Licensee use such Confidential Information in any manner detrimental to Research Institute Ludwig, their affiliates, subsidiaries or to their respective rights.  Technical Information shall be deemed the Confidential Information of Research Institute regardless of whether marked as such. Research Institute has the right to disclose Confidential Information received from Disclosing Party to its affiliates, subsidiaries, agents and independent contractors and their respective employees under an obligation of confidentiality at least as stringent as provided for herein.  Licensee remains liable for the compliance of its sublicensees, subcontractors and any other party receiving Confidential Information from Licensee. 

10.2    Exceptions.  Confidential Information does not include any information or material that Receiving Party evidences:

10.2.1   by adequate written records that it knew or possessed prior to its receipt from Disclosing Party;

10.2.2   is in the public domain through no act or omission of the Receiving Party or anyone accessing Confidential Information therefrom;

10.2.3   is subsequently lawfully disclosed to Receiving Party by a third party free of any obligations of confidentiality; or

14.

* * * * CERTAIN INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.


 


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