SEC Filings

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

and no other purpose, in bailment with no equitable or legal title transferring; (b) shall be returned or its destruction certified upon request by Children’s after termination of the Agreement provided, that in the event of the natural expiration of the Term, Licensee’s license to use the Technical Information would continue in accordance with Section 11.3.1; and (c) nothing herein shall be construed as a sale of the Technical Information.

2.1.3      Subcontracting.  Subject to the terms and conditions of this Agreement and Licensee and each subcontractor’s compliance therewith, Licensee, its Affiliates and sublicensees may elect to have Licensed Products made for it under subcontract in accordance with its rights in Section 2.1.1, provided that Licensee, its Affiliates and sublicensees does so by a written agreement with such subcontractor consistent with the terms and conditions of this Agreement, the agreement names Children’s as a third party beneficiary with respect to the indemnification obligations by such subcontractors, is not further transferable by delegation or otherwise, and terminates upon termination of this Agreement. Licensee shall provide notice to Children’s of each such agreement granting such rights, including the contact information for the subcontractor and the specific Licensed Products the subcontractor is manufacturing. Licensee shall remain **** for each subcontractor’s compliance with the terms and conditions of this Agreement as if such entity was performing as Licensee under the terms and conditions of this Agreement, and Children’s shall have the right to request an audit of sublicensees to determine compliance.

2.1.4      Sublicenses.  Subject to the terms and conditions of this Agreement and Licensee and each sublicensee’s compliance therewith, Licensee may grant sublicenses through multiple tiers under the rights licensed to Licensee in Sections 2.1.1 and 2.1.2 provided that Licensee does so by written agreement consistent with the terms and conditions of this Agreement.  Licensee agrees to provide Children’s with: (a) the identity of any sublicensee; (b) prompt notification and a copy of each final sublicense agreement and any amendment thereof any such sublicense agreement shall name Children’s as a third party beneficiary with respect to indemnification obligation by such licensee.  In the event of termination of this Agreement, in order to continue to practice the Licensed Technology, at each sublicensee’s election, such sublicensee shall become a direct licensee of Children’s under the terms and conditions of this Agreement, to the extent applicable to the scope of the sublicense granted to such sublicensee, on the condition that (i) the sublicensee is not then in breach of its sublicense and (ii) sublicensee did not cause or contribute to such termination. Each sublicense agreement shall terminate upon termination of this Agreement.  Licensee shall remain **** for each sublicensee’s compliance with the sublicense agreement as if such entity was performing as Licensee under the terms and conditions of this Agreement, and at Children’s’ request, Licensee shall audit sublicensee(s) in accordance with the terms of the applicable sublicense agreement to determine compliance.

2.2         Reservation of Rights.

2.2.1      Children’s reserves on behalf of themselves and their Affiliates: (a) all rights, titles and interests not expressly granted in Sections 2.1.1 and 2.1.2; (b) the right to practice, have practiced and transfer the Licensed Technology for research and development purposes, including education, research, teaching, clinical trials, publication and public service; and (c) the right to practice and license the Licensed Technology in connection with its use in Children’s GMP manufacturing facility for research and development purposes, including education, research, teaching, clinical trials, publications and public service.  Notwithstanding the foregoing, in no event shall Children’s’ use or practice, or permit others to use or practice, the Licensed Technology in the Field of Use for any commercial for profit purpose whatsoever.  For purposes of clarification nothing in this Agreement is intended to or shall be construed to restrict the ability of Children’s to use, practice or permit others to use or practice the Licensed Technology for any purpose except as to the Field of Use, as stated above.  Licensee is obtaining access to the Licensed Technology but not secrecy thereof.

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


 


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