AVEXIS, INC. EMPLOYMENT AGREEMENTEmployment Agreement • October 16th, 2015 • AveXis, Inc. • Biological products, (no disgnostic substances) • Illinois
This Employment Agreement (the “Agreement”) is entered into as of June 8 , 2015, by and between Sean Nolan (the “Executive”) and AveXis, Inc. (the “Company”).
CONFIDENTIAL TREATMENT REQUESTED NON-EXCLUSIVE LICENSE AGREEMENTNon-Exclusive License Agreement • October 16th, 2015 • 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.”
EXCLUSIVE LICENSE AGREEMENT BETWEEN NATIONWIDE CHILDREN’S HOSPITAL AND BIOLIFE CELL BANK, INC.Exclusive License Agreement • October 16th, 2015 • AveXis, Inc. • Biological products, (no disgnostic substances) • Ohio
This Exclusive License Agreement (this “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 BioLife Cell Bank, Inc., a Delaware corporation having offices at 11970 North Central Expressway, Suite 260, Dallas, Texas 75243 (“Licensee”).
CONSULTING AGREEMENTConsulting Agreement • October 16th, 2015 • 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 • October 16th, 2015 • 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”);
Severance Benefits Agreement John CarbonaSeverance Benefits Agreement • October 16th, 2015 • 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 • October 16th, 2015 • 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 AGREEMENTInvestor Rights Agreement • October 16th, 2015 • 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 • October 16th, 2015 • 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 • October 16th, 2015 • 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”).
AMENDMENT NO. 1 TO EXCLUSIVE LICENSE AGREEMENTExclusive 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 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.
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.
