SEC Filings

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

payment of all such accrued payments to Children’s even though the due date has not been reached. Children’s shall have the right to conduct a final audit in accordance with Section 4.7.

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 Children’s:

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 Children’s, which shall not be unreasonably withheld.  Notwithstanding the foregoing, Licensee may assign any of its rights or delegate any of its obligations under this Agreement without Children’s’ consent to (i) its Affiliate(s) 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 Children’s.  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.  Children’s 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 on the Parties and their successors and assigns and shall inure to the benefit of the Parties and their permitted successors and assigns. The representations, warranties, covenants, and undertakings contained in this Agreement are for

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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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