SEC Filings

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

SCOPE, VALIDITY OR ENFORCEABILITY OF THE LICENSED TECHNOLOGY; THAT ANY PATENT SHALL ISSUE BASED UPON ANY OF THE PENDING LICENSED PATENTS; THE ACCURACY OF THE TECHNICAL INFORMATION; OR THAT THE MANUFACTURE, USE, SALE, OFFER FOR SALE OR IMPORTATION OF LICENSED PRODUCTS SHALL NOT INFRINGE INTELLECTUAL PROPERTY RIGHTS. THE ENTIRE RISK AS TO PERFORMANCE OF LICENSED PRODUCTS IS ASSUMED BY LICENSEE.  LICENSEE AGREES THAT IN NO EVENT SHALL RESEARCH INSTITUTE, ITS AFFILIATES, AND ITS RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, REPRESENTATIVES, STUDENTS, INDEPENDENT CONTRACTORS OR AGENTS, BE RESPONSIBLE OR LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR OTHER DAMAGES WHATSOEVER, WHETHER GROUNDED IN TORT (INCLUDING NEGLIGENCE AND PRODUCT LIABILITY), STRICT LIABILITY, CONTRACT OR OTHERWISE.  THE ABOVE LIMITATIONS ON LIABILITY APPLY EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. NOTHING SHALL LIMIT RESEARCH INSTITUTE'S REMEDIES OR ABILITY TO RECOVER DAMAGES, INCLUDING INCREASED DAMAGES, FOR WILLFUL INFRINGEMENT IN THE EVENT RESEARCH INSTITUTE ASSERTS ITS INTELLECTUAL PROPERTY RIGHTS.

7.3         No Warranties to Third Parties.  Licensee shall not make any statements, representations or warranties or accept any liabilities or responsibilities whatsoever to or with regard to any person or entity that are inconsistent with this Agreement.

ARTICLE 8

INDEMNITY & INSURANCE

8.1         Indemnity.  Licensee on behalf of itself and its sublicensees and subcontractors shall indemnify, hold harmless, and defend Children’s, its Affiliates and its respective officers, directors, employees, representatives, students, agents, and independent contractors (“Children’s  Indemnitees”) from and against any and all liability, losses, damages, costs, fees, and expenses, of any kind whatsoever in law or in equity, including reasonable attorneys’ fees, expert witness fees, and court costs, (collectively, “Losses”), that such Indemnitees may suffer resulting from any third party claims, demands, or judgments against such Indemnitees arising out of Licensee’s, its Affiliates or its sublicensees’ and/or any other party to whom access to the Licensed Rights are provided by Licensee or its Affiliates: (a) breach of this Agreement or any other agreement of Licensee with a third party relating to the Licensed Technology and/or Licensed Products; (b) exercise or practice of the rights granted hereunder by Licensee, its Affiliates and/or its sublicensees, including the manufacture, sale, offer for sale, importation, keeping, marking or use of Licensed Technology, Licensed Products and product liability relating to the same; (c) negligence, gross negligence or willful misconduct by its or its Affiliates and/or sublicensee, except, in each case of (a), (b), and (c), to the extent that any such claim, demand, or judgment is attributable to: (x) any breach of this Agreement by any Children’s Indemnitees; (y) negligence, recklessness or willful misconduct on the part of any Children’s  Indemnitees; or (z) any breach by any Children’s Indemnitees of any applicable law, rule or regulation.

8.2         Insurance.  Licensee shall obtain and maintain at all times during the Term and after, and shall require its sublicensees, and any subcontractors of any of the foregoing, to obtain and maintain insurance as set forth in Section 8.1 to ensure all obligations to Children’s and  its Affiliates hereunder, including without affecting the generality of the foregoing: (a) insurance for all statutory workers’ compensation and employers’ liability requirements covering any and all employees with respect to activities resulting from, arising out of or relating to this Agreement; and (b) comprehensive general liability insurance, including product liability insurance, with reputable and financially secure insurance carriers in amounts sufficient to cover their respective activities and indemnity obligations.  Further without affecting the generality of the foregoing, such insurance shall: (i) provide an appropriate and standard level of

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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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