SEC Filings

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

sole election to terminate this Agreement as provided in Section 11.2.2 in whole or in part, or convert Licensee’s exclusive license to a non-exclusive license with respect to the applicable Licensed Product in the applicable country for which it was finally determined that Licensee had materially breached such diligence obligations hereunder.

3.6         Development Records.  Licensee shall maintain documentation evidencing that Licensee is pursuing development of Licensed Products as required herein.  Such documentation may include invoices for studies of Licensed Products, laboratory notebooks, internal job cost records, and filings made to the Internal Revenue Department to obtain tax credits, if available, for research and development of Licensed Products. Licensee shall permit Children’s and/or its representatives to audit the development records subject to the same procedures and restrictions set forth for audit of financial records in Section 4.7.

ARTICLE 4

ROYALTIES AND MINIMUM PAYMENTS

4.1         License Issue Fee.  Licensee shall pay Children’s a non-creditable and non-refundable license issue fee in the amount of Two Hundred Thousand Dollars ($200,000) within seven (7) days of the Effective Date.

4.2         License Maintenance Fee.  Licensee shall pay Children’s the non-creditable and non-refundable license maintenance fees as follows.

4.2.1      Annual Payment.  Licensee shall pay to Children’s **** per year, payable no later than **** following the Effective Date and annually no later than **** each year. 

4.2.2      Product Development Milestones.  Licensee shall pay to Children’s milestone payments in the amount specified below upon every occurrence of each of the following milestone events for each Licensed Product anywhere in the Licensed Territory.

 

 

 

 

 

Milestone Event

    

 

Payment
Amount

 

IND Approval

 

$

**** USD

 

****

 

$

**** USD

 

****

 

$

**** USD

 

****

 

$

**** USD

 

Initial of Phase 1 Clinical Trial

 

$

**** USD

 

Completion of a clinical trial demonstration human safety and clinical safety

 

$

**** USD

 

First USA approval of a Biologics License Application

 

$

**** USD

 

First EU approval of a Biologics License Application

 

$

**** USD

 

First Commercial Sale

 

$

**** USD

 

4.3         Earned Royalty.

4.3.1      Following first commercial sale of a Licensed Product, Licensee shall pay to Children’s a non-creditable and non-refundable royalty of **** of Net Sales of Licensed Products defined under subsection (a) or (c) of the definition of Licensed Products during the applicable Royalty Term.

4.3.2      In the event that subsection (a) or (c) of the definition of Licensed Product is not applicable, then Licensee shall pay to Children’s a royalty of **** of Net Sales of Licensed Product defined

6

* * * * 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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