RESEARCH AND DEVELOPMENT, PATENTS AND LICENSES 11 which the parties agreed to collaborate in research comprising a vision restoration system comprising a sub-retinal implant the design, planning and carrying out of experiments on developed by Pixium Vision, PRIMA, designed to deliver different animal models with the aim of testing new therapeutic improved visual perception. Both therapeutic remedies require approaches, including the development and testing of a visual stimulation device, comprising a visual interface, a optogenetic tools. mobile processor and software. • Financial obligations: During the collaboration period, the Program is governed by a Under the terms of this research collaboration agreement, we joint steering committee, or JSC, consisting of representatives agreed to pay €111 K to FMI in each of 2014, 2015, 2016 and of the parties to the col laboration agreement. The JSC is 2017 as a contribution to the cost of the research work. responsible for, among other things, monitoring and assessing the progress of collaboration activities, validating the results • Proprietary rights: and information provided by working groups, modifying or Under the agreement, research materials developed using our suspending the program in whole or in part and approving research materials or developed jointly by us and FMI in the amendments to the agreement. course of the research project wil l be jointly owned. Under • Obligations of GenSight: certain circumstances, when the research materials are owned and developed solely by FMI, we will have an option to obtain a Under the terms of this agreement we are responsible for worldwide exclusive or non-exclusive license, with the right to conducting all research and development activities in relation create sub-licenses to affiliates, including the right to use the to our product candidates, from proof of concept to request for materials in research and to make, to make use of or to sell such marketing authorizations. materials. • Proprietary rights: • Term and termination: Under the terms of the agreement, results obtained become Either party may terminate the research col laboration the property of the party responsible for carrying out the agreement in the event that the other party material ly research. In the case of joint research, results become the breaches the agreement where such breach remains uncured property of the parties involved with the research on a prorata for 15 days after written notice from the non-breaching party. basis in accordance with their respective contributions. We The provisions relating to our rights to use the inventions may freely use our own and joint results, except for research created by the agreement shal l survive termination of the benefiting third-parties. We may be granted an operating agreement. Pursuant to an amendment signed in April 2017, license should we need specific knowledge of results of another the agreement remains in force until May 31, 2018, subject to party, and a free use of rights of products developed by FVE prior termination. under the Program as well as a right of first review on any of the results of FVE. We and Pixium Vision have been granted a Sight Again Program joint-exclusive operating license, each in our respective fields, Consortium Agreement Relating to the Research and on joint results obtained within the program. Development of Complimentary Therapeutic Remedies for • Financial obligations: GS030 I n consideration for this joint exclusivity, we and Pixium Vision • Object: pay royalties to FVE, calculated as a percentage of net sales I n July 2014, we entered into a consortium agreement with generated by the joint results and joint patents. Such royalties Pixium Vision S.A., a company based in France that develops may not exceed 0.6 percent of revenues generated by the vision restoration systems and Fondation Voir et Entendre, or commercial use of the patent, and an annual threshold of €50 K FVE, a scientific foundation that funds scientific programs in per company, and shall expire when the cumulated amount of the field of ophthalmic diseases. This consortium agreement, royalties paid reaches a total of €500 K. known as “Sight Again,” or the Program, aims to further unlock technology hurdles in the development of new therapeutic • Term and termination: approaches to restore sight to legally blind patients suffering The term of the agreement is five years and six months, subject to from differing stages of RP. Sight Again is part of Programme prior termination. d’Investissement d’Avenir, a major investment initiative launched and organized by the French Government. Under the Master Agreement Relating to the Sight Again Program agreement, we, in conjunction with Pixium Vision and FVE, In December 2014, we entered into a master agreement relating are focusing on two complementary therapeutic remedies: to the Program with Bpifrance Financement, Pixium Vision and an optogenetic gene therapy developed by us, GS030, and FVE setting forth the characteristics of the Program, to fix the GENSIGHT BIOLOGICS – 2017 Registration Document– 133