SEC Filings

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

Article 12
MISCELLANEOUS PROVISIONS

12.1      Notices.  All notices required or permitted to be given under this Agreement shall be effective when sent to the applicable Party’s address set forth below or to such other address as may be designated by written notice and given in writing, with reference to this Agreement, and when: (a) delivered personally; (b) sent by electronic mail, receipt confirmed; (c) five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid; or (d) two (2) days after deposit with a commercial overnight carrier, with written verification of receipt.

To Research Institute:

Research Institute at Nationwide Children’s Hospital
Attention: Director, Office of Technology Commercialization
(NCH OTC Ref. No. 2015-0277)
700 Children’s Drive
Columbus, Ohio 43205
Phone:  (614) 722 2701
Email:  OTCagreements@nationwidechildrens.org
cc: Legal@nationwidechildrens.org

To Licensee:    AveXis, Inc. 

Attention: Sean P. Nolan, CEO, and
Michael Johannesen, General Counsel
2275 Half Day Rd, Suite 160
Bannockburn, IL 60015
Phone:  972.725.7797
Email: snolan@avexis.com;
mjohannesen@avexis.com
cc: tdee@avexis.com

With a copy to (which shall not constitute notice):

Cooley LLP

Attention: Darren DeStefano & Kenneth J. Krisko

One Freedom Square

Reston Town Center 11951

Freedom Drive Reston, VA  20190-5656

Email: kkrisko@cooley.com; ddestefano@cooley.com

12.2    Assignment.  This Agreement is personal to Licensee and may not be assigned, transferred or delegated to a non-affiliated person, in whole or in part, by Licensee without the prior written consent of Research Institute, which shall not be unreasonably withheld.  For the purposes of clarification, consent of Research Institute shall be deemed consent of both Research Institute and Ludwig.  Notwithstanding the foregoing, Licensee may assign any of its rights or delegate any of its obligations under this Agreement without Research Institute’s consent to (i) its Affiliate(s) or subsidiary(ies) or (ii) its successor in interest in connection with any merger, acquisition, consolidation, or sale of all or substantially all of the assets of Licensee, provided that such assignee assumes in writing or under law all of the obligations of Licensee hereunder and notice thereof is provided to Research Institute.  Any attempted assignment, transfer or delegation, including any sublicense or subcontract in contravention with the terms and conditions of this Agreement shall be null and void.  Research Institute has the right to assign or transfer the Licensed Patents, the Technical Information, its obligations and/or benefits hereunder and this Agreement without the consent of Licensee.  This Agreement shall be binding

17.

* * * * 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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