RESEARCH AND DEVELOPMENT, PATENTS AND LICENSES 11 11.4 • Financial obligations: COLLABORATION, PARTNERSHIP AND RELATED Costs are shared between us and Genethon in accordance with AGREEMENTS certain principles set forth in the partnership agreement. Each party bears its own internal costs incurred in the performance To our knowledge, as of the date of this Registration Document, of preclinical activities. We are responsible for all external costs there are no conflicts of interest between the duties of our directors incurred by the parties in the performance of preclinical activities. and officers and their personal interests, as they have no interest of Genethon is responsible for al l internal and external costs any kind in the companies that are parties to the collaboration, incurred to manufacture research quality grade batches of the partnership and related agreements mentioned below. products in the context of preclinical activities. Genethon also Our main col laboration, partnership and related agreements assumes the internal and external costs incurred to manufacture include the following as of this Registration Document: all batches, whether GMP or not, of products used for regulatory preclinical toxicology studies, and one GMP batch for the initial Agreements Relating to GS010 Phase I clinical studies. We are responsible for all internal and Genethon external costs incurred by the parties in the performance of Partnership Agreement Relating to the Research, Development clinical activities. In addition, we bear all internal and external and Commercialization of GS010 costs for the manufacture of all GMP batches of products other than any GMP preclinical toxicology batches, and the initial GMP • Object: both for Phase I clinical studies, the costs of which are borne by I n February 2013, we entered into a partnership agreement Genethon. Genethon bears all internal costs associated with with Genethon. Under the terms of this agreement, Genethon activities of regulatory support in connection with manufacturing is free to exploit the data, know-how, materials and inventions, a product, while all such external costs are borne by us. whether patentable or not, developed or generated in the course of performing a given research and development • Proprietary rights: project that relate to the processes, materials and assays used Under the terms of the partnership agreement, Genethon is to manufacture biological products for any purpose without free to exploit the data, know-how, materials and inventions, further obligation or payment to us. We may exploit the data, whether patentable or not, developed or generated in the know-how, materials and inventions, whether patentable or course of performing a given research and development not, developed or generated in the course of performing a given project that relate to the processes, materials and assays used research and development project that relate to a product to manufacture biological products for any purpose without being developed by the parties pursuant to a given research further obligation or payment to us. We may exploit the data, and development project for any purpose at our own discretion, know-how, materials and inventions, whether patentable or subject to the payment to Genethon of any milestone payments not, developed or generated in the course of performing a given and royalties negotiated and agreed in a product addendum. research and development project that relate to a product being developed by the parties pursuant to a given research • Obligations of GenSight: and development project for any purpose at our own discretion, Under the terms of the partnership agreement, we are primarily subject to the payment to Genethon of any milestone payments responsible for (i) the performance of al l in vitro and in vivo and royalties negotiated and agreed in a product addendum. preclinical studies and for all clinical activities and, as sponsor, • Term and termination: for the initiation, conduct and management of all clinical trials to The partnership agreement wil l continue in ful l force and be conducted in the context of the research and development effect for the longer of (i) a period of 10 years; or (ii) until project, and (ii) al l regulatory affairs matters related to the the expiration/termination ofthe last project addend development of the product(s) (other than matters specific to um product manufacturing) with support from Genethon. duly executed between us and Genethon, unless otherwise terminated under the terms of the partnership agreement. • Obligations of Genethon: Agreements Relating to GS030 Genethon is primarily responsible for (i) the development of the Friedrich Miescher Institute processes to manufacture product(s) and for the manufacture of product(s) required for preclinical and clinical studies; and (ii) Research Collaboration Agreement Relating to the Development all regulatory affairs matters related to the manufacture of the and Testing of Optogenetic Tools for GS030 product(s), including the elements of clinical trial and marketing • Object: authorization submissions that relate to the manufacture of the On March 1, 2014, we entered into a research collaboration product(s). agreement with the Friedrich Miescher Institute, or FMI, under 132– GENSIGHT BIOLOGICS – 2017 Registration Document