INDEMNIFICATION AGREEMENTIndemnification Agreement • February 1st, 2016 • AveXis, Inc. • Biological products, (no disgnostic substances) • Delaware
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of September , 2015 between AVEXIS, INC., a Delaware corporation (the “Company”), and [INDEMNITEE NAME] (“Indemnitee”).
Underwriting AgreementUnderwriting Agreement • January 18th, 2018 • AveXis, Inc. • Biological products, (no disgnostic substances) • New York
AveXis, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”) an aggregate of 3,921,600 shares (the “Firm Shares”) and, at the election of the Underwriters, up to 588,240 additional shares (the “Optional Shares”) of Common Stock, par value $0.0001 (“Stock”) of the Company. The Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof being collectively called the “Shares”.
AVEXIS, INC. and , AS WARRANT AGENT FORM OF COMMON STOCK WARRANT AGREEMENT DATED AS OF [ ], 20Common Stock Warrant Agreement • March 17th, 2017 • AveXis, Inc. • Biological products, (no disgnostic substances) • New York
COMMON STOCK WARRANT AGREEMENT (this “Agreement”), dated as of between AVEXIS, INC., a Delaware corporation (the “Company”), and , a [corporation] [national banking association] organized and existing under the laws of and having a corporate trust office in , as warrant agent (the “Warrant Agent”).
AVEXIS, INC. and , AS WARRANT AGENT FORM OF DEBT SECURITIES WARRANT AGREEMENT DATED AS OF [ ], 20Warrant Agreement • March 17th, 2017 • AveXis, Inc. • Biological products, (no disgnostic substances) • New York
DEBT SECURITIES WARRANT AGREEMENT (this “Agreement”), dated as of between AVEXIS, INC., a Delaware corporation (the “Company”), and , a [corporation] [national banking association] organized and existing under the laws of and having a corporate trust office in , as warrant agent (the “Warrant Agent”).
AS WARRANT AGENTPreferred Stock Warrant Agreement • March 17th, 2017 • AveXis, Inc. • Biological products, (no disgnostic substances) • New York
PREFERRED STOCK WARRANT AGREEMENT (this “Agreement”), dated as of between AVEXIS, INC., a Delaware corporation (the “Company”), and , a [corporation] [national banking association] organized and existing under the laws of and having a corporate trust office in , as warrant agent (the “Warrant Agent”).
AGREEMENT AND PLAN OF MERGER dated as of April 6, 2018, among NOVARTIS AG, NOVARTIS AM MERGER CORPORATION and AVEXIS, INC.Agreement and Plan of Merger • April 9th, 2018 • AveXis, Inc. • Biological products, (no disgnostic substances) • Delaware
AGREEMENT AND PLAN OF MERGER dated as of April 6, 2018 (this “Agreement”), among Novartis AG, a company organized under the laws of Switzerland (“Parent”), Novartis AM Merger Corporation, a Delaware corporation (“Merger Sub”) and a wholly owned subsidiary of Parent, and AveXis, Inc., a Delaware corporation (the “Company”).
CONFIDENTIAL TREATMENT REQUESTED LICENSE AGREEMENTLicense Agreement • January 15th, 2016 • AveXis, Inc. • Biological products, (no disgnostic substances) • New York
This LICENSE AGREEMENT (“Agreement”) is entered into as of March 21, 2014 (“Effective Date”) by and between ReGenX Biosciences, LLC, a limited liability company organized under the laws of the State of Delaware, with offices at 750 17th Street, NW, Suite 1100, Washington, DC 20006 (“Licensor”), and AveXis, Inc. (formerly known as BioLife Cell Bank, Inc.), a corporation organized under the laws of the State of Delaware, with offices at 4925 Greenville Avenue, Suite 604, Dallas, TX 75206 (“Licensee”). Licensor and Licensee are hereinafter referred to individually as a “Party” and collectively as the “Parties.”
AVEXIS, INC. AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • February 28th, 2018 • AveXis, Inc. • Biological products, (no disgnostic substances) • Illinois
This Amended and Restated Employment Agreement (the “Agreement”) made between Sean Nolan (the “Executive”) and AveXis, Inc. (the “Company”), amends and restates in its entirety the Employment Agreement between the Company and Executive that was effective as of June 8, 2015. This Agreement is effective as of February 26, 2018 (the “Effective Date”).
Underwriting AgreementUnderwriting Agreement • September 6th, 2016 • AveXis, Inc. • Biological products, (no disgnostic substances) • New York
AveXis, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”) an aggregate of [·] shares (the “Company Firm Shares”) and, at the election of the Underwriters, up to [·] additional shares (the “Optional Shares”) of Common Stock, par value $0.0001 (“Stock”) of the Company. PBM Capital Investments, LLC (the “Selling Stockholder”) proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters an aggregate of [·] shares (the “Selling Stockholder Firm Shares” and together with the Company Firm Shares, the “Firm Shares”) of Stock of the Company. The Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof being collectively called the “Shares”.
AVEXIS, INC. EMPLOYMENT AGREEMENTEmployment Agreement • January 15th, 2016 • AveXis, Inc. • Biological products, (no disgnostic substances) • Illinois
This Employment Agreement (the “Agreement”) is entered into as of August 7, 2015, by and between Sukumar Nagendran, M.D. (the “Executive”) and AveXis, Inc. (the “Company”).
CONFIDENTIAL TREATMENT REQUESTED NON-EXCLUSIVE LICENSE AGREEMENTNon-Exclusive License Agreement • January 15th, 2016 • AveXis, Inc. • Biological products, (no disgnostic substances) • New York
This Non-Exclusive License Agreement (this “Agreement”) is made and entered into as of this 29th day of May, 2015 (the “Effective Date”), by and between ASKLEPIOS BIOPHARMACEUTICAL, INC., a North Carolina corporation with an address at 45 North Chatham Parkway, Chapel Hill, NC 27517 (“AskBio”), and AVEXIS, INC., a Delaware corporation with an address at 4925 Greenville Avenue, Suite 604, Dallas, Texas 75206 (“AveXis”). AskBio and AveXis may be referred to herein individually as a “Party” and collectively as the “Parties.”
AMENDED AND RESTATED EXCLUSIVE LICENSE AGREEMENT BETWEEN NATIONWIDE CHILDREN’S HOSPITAL AND AVEXIS, INC.Exclusive License Agreement • January 15th, 2016 • AveXis, Inc. • Biological products, (no disgnostic substances) • Ohio
This Amended and Restated Exclusive License Agreement (this “Agreement”) is entered into as of the last date of the signatures below (the “A&R Effective Date”) by and between Nationwide Children’s Hospital, a nonprofit Ohio corporation (“Children’s”) and AveXis, Inc., formerly known as BioLife Cell Bank Inc., a Delaware corporation having offices at 2275 Half Day Rd, Suite 160, Bannockburn, IL 60015 (“Licensee”).
CONSULTING AGREEMENTConsulting Agreement • January 15th, 2016 • AveXis, Inc. • Biological products, (no disgnostic substances)
This Consulting Agreement (this “Agreement”) dated as of January 28, 2014 (the “Effective Date”) is made by and between Dr. Brian K. Kaspar (the “Consultant”) and BioLife Cell Bank, Inc., a Delaware corporation (the “Company”).
OFFICE LEASEOffice Lease • January 15th, 2016 • AveXis, Inc. • Biological products, (no disgnostic substances) • Illinois
THIS LEASE, made and entered into in Bannockburn, Illinois as of this 31st day of July, 2015 by and between WANXIANG BANNOCKBURN, L.L.C., an Illinois limited liability company, (hereinafter referred to as the “Landlord”), and AveXis, Inc., an Delaware corporation (hereinafter referred to as the “Tenant”);
CONFIDENTIAL TREATMENT REQUESTED License AgreementLicense Agreement • August 10th, 2017 • AveXis, Inc. • Biological products, (no disgnostic substances) • New York
This LICENSE AGREEMENT (“Agreement”) is entered into as of June 7, 2017 (“Effective Date”) by and between REGENXBIO Inc., a corporation organized under the laws of the State of Delaware, with offices at 9600 Blackwell Road, Suite 210, Rockville, MD 20850 (“Licensor”), and AveXis, Inc., a corporation organized under the laws of the State of Delaware, with offices at 2275 Half Day Road, Suite 200, Bannockburn, IL 60015. Licensor and Licensee are hereinafter referred to individually as a “Party” and collectively as the “Parties.”
Severance Benefits Agreement John CarbonaSeverance Benefits Agreement • January 15th, 2016 • AveXis, Inc. • Biological products, (no disgnostic substances)
This agreement is being entered into by AveXis, Inc. (the “Company”) and John Carbona (“Mr. Carbona”), with reference to the employment agreement between the Company and Mr. Carbona dated August 7, 2014 (the “Employment Agreement”). Capitalized terms used but not defined herein shall have the meanings set forth in the Employment Agreement.
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • January 15th, 2016 • AveXis, Inc. • Biological products, (no disgnostic substances) • Texas
This Executive Employment Agreement (this “Agreement”) is made and entered this 7th day of August, 2014 (the “Effective Date”), by and between AveXis, Inc., a Delaware corporation (the “Employer”), and John A. Carbona, an individual residing in the State of Texas (the “Executive”).
THIRD AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENTAdoption Agreement • January 15th, 2016 • AveXis, Inc. • Biological products, (no disgnostic substances) • Delaware
THIS THIRD AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT (this “Agreement”), is made as of the 3rd day of September, 2015, by and among AVEXIS, INC., a Delaware corporation (the “Company”), the investors listed on Schedule A hereto (the “Investors”) and each of the stockholders listed on Schedule B hereto (the “Key Holders”).
RESTRICTED STOCK PURCHASE AGREEMENTRestricted Stock Purchase Agreement • January 15th, 2016 • AveXis, Inc. • Biological products, (no disgnostic substances) • Texas
This Restricted Stock Purchase Agreement (this “Agreement”‘) is made effective as of January 28, 2014, (the “Effective Date”) by and between BioLife Cell Bank, Inc., a Delaware corporation (the “Company”), and Dr. Brian K. Kaspar (“Purchaser”).
AVEXIS, INC. STOCK INCENTIVE AWARD AGREEMENTStock Incentive Award Agreement • January 15th, 2016 • AveXis, Inc. • Biological products, (no disgnostic substances) • Texas
This Stock Incentive Award Agreement (the “Agreement”) is effective as of , between AveXis, Inc., a Delaware corporation formerly known as BioLife Cell Bank, Inc. (the “Company”), and (the “Participant”).
FIRST AMENDMENT TO LICENSE AGREEMENTLicense Agreement • February 28th, 2018 • AveXis, Inc. • Biological products, (no disgnostic substances)
This First Amendment to License Agreement (the “First Amendment”) is made as of January 8, 2018 (the “First Amendment Effective Date”) by and between REGENXBIO Inc. (formerly known as ReGenX Biosciences, LLC), a corporation organized under the laws of the State of Delaware, with offices at 9600 Blackwell Road, Suite 210, Rockville, MD 20850 (“Licensor”), and AveXis, Inc., a corporation organized under the laws of the State of Delaware, with offices at 2275 Half Day Road, Suite 200, Bannockburn, IL 60015 (“Licensee”). Licensor and Licensee are hereinafter referred to individually as a “Party” and collectively as the “Parties.”
AVEXIS, INC. EMPLOYMENT AGREEMENTEmployment Agreement • April 30th, 2018 • AveXis, Inc. • Biological products, (no disgnostic substances) • Illinois
This Employment Agreement (the “Agreement”) is entered into as of January 2017, by and between Rick Modi (the “Executive”) and AveXis, Inc. (the “Company”).
AMENDMENT NO. 1 TO EXCLUSIVE LICENSE AGREEMENTTo Exclusive License Agreement • October 16th, 2015 • AveXis, Inc. • Biological products, (no disgnostic substances)
This Amendment No. 1 (this “Amendment”) is entered into effective as of January 13, 2014 (the “Amendment Date”) by and between Nationwide Children’s Hospital, a nonprofit Ohio corporation (“Children’s”), and BioLife Cell Bank, Inc., a Delaware corporation (“Licensee”) (each a “Party” and collectively the “Parties”). This Amendment amends that certain Exclusive License Agreement (the “Original Agreement”) dated October 9, 2013 among the Parties. In the event of any conflict between the terms of the Original Agreement and the terms of this Amendment, the terms of this Amendment will control. Capitalized terms used but not defined herein shall have the respective meanings set forth in the Original Agreement.
AMENDMENT, WAIVER AND JOINDER TO THIRD AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • January 15th, 2016 • AveXis, Inc. • Biological products, (no disgnostic substances)
This Amendment, Waiver and Joinder (this “Amendment”), effective as of October 13, 2015 (the “Effective Date”) to the Third Amended and Restated Investor Rights Agreement, dated September 3, 2015 (the “Investor Rights Agreement”), is made by and among AveXis, Inc., a Delaware corporation (the “Company”), PBM Capital Investments, LLC, a Delaware limited liability company (“PBM”), White Rock Capital Partners, LP, a Texas limited partnership (“White Rock”), NRM VII Holdings I, LLC, a Virginia limited liability company (“NRM”), the individuals listed on Exhibit A hereto (the “Co-Investors”), the other Investors (as defined in the Investor Rights Agreement) and the Key Holders (as defined in the Investor Rights Agreement); provided, however, that Sections 2(a), 2(e), 2(f), 3(a)(ii), 5 and 6 hereof shall be effective as of January 15, 2016 (the “White Rock and NRM Effective Date”).
AMENDMENT NO.3 TO EXCLUSIVE LICENSE AGREEMENTExclusive License Agreement • October 16th, 2015 • AveXis, Inc. • Biological products, (no disgnostic substances)
This Third Amendment (this “Amendment No. 3”) is entered into effective as of April 23, 2015 (the “Amendment Date”) by and between NATIONWIDE CHILDREN’S HOSPITAL, a nonprofit Ohio corporation (“Children’s”), and AVEXIS, INC., a Delaware corporation formerly known as BioLife Cell Bank, Inc. (“Licensee”) (each a “Party” and collectively the “Parties”). This Amendment amends that certain Exclusive License Agreement dated October 9, 2013 between the Parties as the same was amended by Amendment No. 1 thereto dated January 13, 2014 and Amendment No. 2 thereto dated April 1, 2014 (as so amended, the “Original Agreement”). In the event of any conflict between the terms of the Original Agreement and the terms of this Amendment, the terms of this Amendment will control. Capitalized terms used but not defined herein shall have the respective meanings set forth in the Original Agreement.
FIRST AMENDMENT TO OFFICE LEASEOffice Lease • August 24th, 2016 • AveXis, Inc. • Biological products, (no disgnostic substances) • Illinois
THIS FIRST AMENDMENT TO OFFICE LEASE (this “Amendment”) is entered into this 15 day of July, 2016 (“Effective Date”) by and between AveXis, INC., a Delaware corporation (“Tenant”) and WANXIANG BANNOCKBURN, L.L.C., an Illinois limited liability company (“Landlord”).
AVEXIS, INC. EMPLOYMENT AGREEMENTEmployment Agreement • January 15th, 2016 • AveXis, Inc. • Biological products, (no disgnostic substances) • Ohio
This Employment Agreement (the “Agreement”) is entered into as of January 1, 2016, by and between Dr. Brian K. Kaspar, Ph.D. (the “Executive”) and AveXis, Inc., a Delaware Corporation (the “Company”).
LICENSE AGREEMENT By and between Généthon and AveXis, Inc.License Agreement • May 4th, 2018 • AveXis, Inc. • Biological products, (no disgnostic substances)
This license agreement (“Agreement”) is effective as of March 9, 2018 (“Effective Date”) made by and between AveXis, Inc., a corporation organized under the laws of the State of Delaware, having its principal place of business at 2275 Half Day Road, Suite 200, Bannockburn, IL 60015 (“AveXis” or “Licensee”) and Genethon, a French non-profit organization organized under the French law of July 1, 1901, having its principal place of business at 1 bis rue de l’Internationale, 91002 Evry Cedex, France (“Genethon”), acting in its own name and for its own behalf as well as in the name and on behalf of Centre National de la Recherche Scientifique (Scientific and Technological Public Institute), having its principal place of business at 3 rue Michel-Ange, 75794 Paris Cedex 16 France, and for business identification (SIRET) number: 180089013 04033 (“CNRS”).
EXCLUSIVE LICENSE AGREEMENTExclusive License Agreement • August 10th, 2017 • AveXis, Inc. • Biological products, (no disgnostic substances) • Ohio
This Exclusive License Agreement (the “Agreement”) is entered into as of the last date of the signatures below (the “Effective Date”) by and between Nationwide Children’s Hospital, a nonprofit Ohio corporation (“Children’s”) and AveXis, Inc., a Delaware corporation having offices at 2275 Half Day Rd, Suite 160, Bannockburn, IL 60015 (“Licensee”).
AMENDMENT NO. 4 TO EXCLUSIVE LICENSE AGREEMENTExclusive License Agreement • October 16th, 2015 • AveXis, Inc. • Biological products, (no disgnostic substances)
This Fourth Amendment (this “Amendment No. 4”) is entered into effective as of October 14th, 2015 (the “Amendment Date”) by and between Nationwide Children’s Hospital, a nonprofit Ohio corporation (“Children’s”), and AveXis, Inc., a Delaware corporation formerly known as BioLife Cell Bank, Inc. (“Licensee”) (each a “Party” and collectively the “Parties”). This Amendment amends that certain Exclusive License Agreement dated October 9, 2013 between the Parties as the same was amended by Amendment No. 1 thereto dated January 13, 2014, Amendment No. 2 thereto dated April 1, 2014, and Amendment No. 3 thereto dated April 23, 2015 (as so amended, the “Original Agreement”). In the event of any conflict between the terms of the Original Agreement and the terms of this Amendment, the terms of this Amendment will control. Capitalized terms used but not defined herein shall have the respective meanings set forth in the Original Agreement.
AMENDMENT NO. 2 TO EXCLUSIVE LICENSE AGREEMENT BETWEEN NATIONWIDE CHILDREN’S HOSPITAL AND AVEXIS, INC. (formerly known as BIOLIFE CELL BANK, INC.)Exclusive License Agreement • October 16th, 2015 • AveXis, Inc. • Biological products, (no disgnostic substances)
This Second Amendment (“Amendment No. 2”) to the Exclusive License Agreement dated October 9, 2013 and Amendment No. 1 dated January 13, 2014 (collectively hereafter “Agreement”) is entered into effective as of April 1, 2014 (the “Amendment Date”) by and between Nationwide Children’s Hospital, a nonprofit Ohio corporation (“Children’s”), and AveXis, Inc., formerly known as BioLife Cell Bank, Inc., a Delaware corporation (“Licensee”) (each a “Party” and collectively the “Parties”). In the event of any conflict between the terms of the Agreement and the terms of this Amendment No. 2, the terms of this Amendment No. 2 will control. Capitalized terms used but not defined herein shall have the respective meanings set forth in the Agreement.
EXCLUSIVE LICENSE AGREEMENT BETWEEN THE RESEARCH INSTITUTE AT NATIONWIDE CHILDREN’S HOSPITAL AND AVEXIS, INC.Exclusive License Agreement • August 10th, 2017 • AveXis, Inc. • Biological products, (no disgnostic substances) • Ohio
* * * * CERTAIN INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.
