RESEARCH AND DEVELOPMENT, PATENTS AND LICENSES 11 amount and conditions for awarding funding granted by Bpifrance • Financial obligations: Financement as well as to clarify the principles and arrangements Under the terms of this framework agreement, as amended, for monitoring the implementation of the Program by Bpifrance we agree to pay approximately €2.3 million, excluding taxes, Financement. through March 14, 2018, in consideration for the specific Financial Aid Agreement Relating to the Sight Again Program research and development activities undertaken by the laboratory and the exclusive right of use in the field granted to In December 2014, we entered into a financial aid agreement us by our partners on joint results. relating to the Program with Bpifrance Financement setting forth the amounts and conditions upon which Bpifrance Financement • Term and termination: shal l grant financial aid to the Program. We wil l benefit from The term of the framework agreement has been extended to approximately €6.8 million, of which €1.1 million is available as March 14, 2018 by an amendment dated as of June 15, 2015. subsidies and approximately €5.7 million as repayable advances. Either party may terminate this cooperation agreement in the The approximately €5.7mil lion repayable advances and any event that the other party materially breaches or defaults in interest thereon will only be repayable if and when the product the performance of any of its material obligations, where such hits the market. Should we, within two years fol lowing the breach continues for one month after written notice of the termination of this financial aid agreement, reach cumulated non-breaching party. Either party is entitled to terminate this revenues of €80.0 million (excluding taxes) for a period of 15 years framework agreement in the event that we cease business from the first year of repayment we shall be required to make an operations or become the subject of a voluntary or involuntary additional payment to Bpifrance Financement of a maximum petition in bankruptcy. aggregate amount of approximately €2.7 million. The financial aid Specific Research Agreements Under the Framework Agreement from Bpifrance Financement is intended to cover both industrial Relating to Research and Development in Ophthalmic Diseases research and experimental development. (GS010 and GS030): Amendments Relating to GS030 In October 2014, as a part of the framework agreement, we The terms of the consortium agreement, master agreement and entered into a specific agreement with UPMC,Institut National financial aid agreement original ly applied to the development de la Santé et de la Recherche Médicale and Centre National de la of the optogenetics product candidate targeting RP known as Recherche Scientifique for the development and evaluation of GS020, a precursor to GS030. The parties have supplemented the visual stimulation goggles, for a duration of 24 months. This the agreements to include provisions relating to the development agreement terminated on October 2016. of GS030. In November 2014, as a part of the framework agreement, we Agreements Relating to GS010 and GS030 entered into a specific research agreement with UPMC, Institut National de la Santé et de la Recherche Médicale and Centre National Institut de la Vision de la Recherche Scientifique for a program aiming to restore high Framework Agreement Relating to Research and Development in acuity vision with optogenetic therapy, and defining the technical Ophthalmic Diseases (GS010 and GS030) means required and the milestones to be achieved. • Object: In June 2015, as a part of the framework agreement, we entered I n December 2013, we entered into a framework agreement into a specific research agreement with UPMC,Institut National with Université Pierre et Marie Curie or UPMC, Institut National de la Santé et de la Recherche Médicale and Centre National de de la Santé et de laRecherche Médicale, Centre National de la la Recherche Scientifique for a program aiming to develop and Recherche Scientifique and Centre de Recherche Institut de la approve clinical prototypes of glasses for the stimulation of an Vision under which the parties agree to create a partnership in optogenetically transfected retina. the field of research and development in ophthalmic diseases. The framework agreement covers research activities, such 11.5 as research on smal l molecules, proteins and expression of INTELLECTUAL PROPERTY therapeutic genes, the study of therapeutic candidates on which we hold rights, cooperation in the field of sight restoring strategy by means of an optogenetic approach for persons 11.5.1 IN-LICENSE AGREEMENTS suffering from RP or GA, in the field of mitochondria and To our knowledge, as of the date of this Registration Document, therapeutic genetic remedies of LHON and by a transfer of there are no conflicts of interest between the duties of our biological equipment. directors and officers and their personal interests as they have 134– GENSIGHT BIOLOGICS – 2017 Registration Document