SEC Filings

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

coverage considering the size of Licensee, the type of Licensed Product and standards in the industry, which in any event shall not be less than the amount required to satisfy Licensee’s obligations to Children’s Indemnitees; and (ii) include Children’s Indemnitees as additional insureds.  At Children’s’s request, Licensee shall furnish a certificate of insurance evidencing the policy’s compliance herewith.  Licensee is required to provide Children’s with **** prior written notice of cancellation or material change in such policy.  Notwithstanding the foregoing, Licensee shall maintain no less than **** in general liability coverage.

8.3         Procedure.  Licensee shall keep Children’s fully informed in writing on Licensee’s actions regarding the indemnification obligations hereunder and of Licensee’s defense(s) of any claim under this Article 8.  Children’s Indemnitees shall reasonably cooperate as requested, at the expense of the Licensee, in the defense of the action.  Licensee shall not settle any action without the prior written consent of Children’s if the terms of such settlement contain admissions of wrongdoing by Children’s or any covenants or other restrictions affecting Children’s’s ongoing activities or require payment of any consideration to be made by Children’s.  Licensee shall not make any admission of liability on behalf of Children’s Indemnitees or make any public statements relating to Children’s Indemnitees without Children’s’s prior written consent.

ARTICLE 9

MARKING, ACKNOWLEDGEMENTS; NO USE OF NAMES OR ENDORSEMENT

9.1         Marking.  Subject to Section 8.1, Licensee may mark Licensed Products with a patent notice in accordance with each country’s patent laws in any country where the Licensed Product is made, sold or imported.  Licensee shall provide and require its sublicensees including its Affiliates to provide notice of the Field of Use and Licensed Territory restrictions to all entities, including subcontractors and customers, to prevent exhaustion of the Licensed Patents and any implied license. 

9.2         Acknowledgements.    Licensee shall also consult with Children’s and if so requested thereby, include the following statement in its advertising of Licensed Products:  “Invented at and licensed by the Nationwide Children’s Hospital.”  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 Children’s Name.  Licensee shall not, without the prior written consent of Children’s, identify Children’s, or any Affiliate of Children’s, in any advertising or other promotional materials to be disseminated to the public or use the name of Children’s its Affiliates or any of its respective faculty members, employees, or students, or any trademark, service mark, trade name, or symbol owned by or associated with Children’s, and/or any Affiliate of Children’s.

9.4         No Endorsement.  Notwithstanding anything to the contrary, Children’s does 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 Children’s or any of its 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

12

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


 


© AveXis, Inc. All Rights Reserved.