RESEARCH AND DEVELOPMENT, PATENTS AND LICENSES 11 no interest of any kind in the companies that are parties to the in- market, in each case, as soon as practicable, consistent with license agreements mentioned below. reasonable business practices. Under the agreement, we manage the prosecution, defense and maintenance of the licensed patent We rely on licenses granted by third-parties to develop our rights, at our own cost and in consultation with Inserm Transfert. product candidates. We have rights to use and exploit certain issued patents and pending patent applications under license • Financial obligations: from certain third-parties. Upon entering into the license agreement we paid an upfront Our main in-license agreements include the following: license fee and reimbursed Inserm Transfert for all expenses incurred by it prior to entry into the license agreement in Agreements Relating to GS010 connection with the filing, prosecution, defense and maintenance Inserm Transfert of the patent rights. We are responsible for the payment of License Agreement for Patents Relating to GS010 all future fees and costs relating to the prosecution, defense and maintenance of the patent rights during the term of the • Object: license agreement. In addition, we are required to make certain On October 12, 2012, we entered into a license agreement milestone payments to Inserm Transfert upon the achievement with Inserm Transfert S.A. (acting as delegate of Inserm). Under of certain development, regulatory and commercial milestone the license agreement, Inserm Transfert and Inserm granted events. Under the terms of the license agreement, we also are us (i) an exclusive, royalty-bearing worldwide license under required to pay Inserm Transfert low-to mid-single-digit royalties certain patent rights and biological material in the treatment of on incremental annual worldwide net sales of the product. ocular diseases in humans (including mitochondrial diseases of the ocular area), (ii) a non-exclusive, royalty-bearing worldwide • Term and termination: license under certain patent rights and biological material in the The license agreement will continue in full force and effect until treatment of mitochondrial diseases in humans together with the later of (i) the expiration of the last to expire patent right (iii) a non-exclusive, royalty-bearing worldwide license under covering the manufacture, use or sale of the licensed product certain know-how, to develop, make, have made, use, and sell in any country of the world and (ii) ten years after the first or otherwise distribute certain products, in the treatment of commercial sale of the licensed product in a country in which mitochondrial diseases and ocular diseases in humans, with a a royalty is paid, unless otherwise earlier terminated under the limited right to grant sublicenses. terms of the license agreement. Inserm Transfert may at its sole discretion convert the license in the treatment of ocular • Proprietary rights: diseases in humans into a non-exclusive license or terminate the I nserm Transfert and Inserm reserved the right on their behalf agreement if (a) we have not timely met any of the development and that of all other non-profit academic research institutions milestones in the development plan and fail to cure within to practice and use the patent rights and biological material 60 days of written notice from Inserm;(b) we interrupt certain in the treatment of ocular diseases in humans (including development activities in respect of any licensed product for mitochondrial diseases of the ocular area) (i) for any academic more than nine months; (c) we interrupt commercialization purposes as wel l as (ii) for the performance of research of a licensed product for more than 12 months after a first programs performed in the frame of industrial partnerships and commercialization of such product in a country; (d) there is (iii) with our prior written approval on the clinical protocol, for no commercialization of a licensed product within two years certain non-profit clinical research. Inserm Transfert reserved fol lowing the obtaining of its commercialization approval (a) the right to practice and use the know-how for any purposes in a country; (e) we have not put the licensed product into and (b) the right to practice and use as the patent rights and commercial use and are not keeping the products reasonably biological material for any purposes outside the treatment of available to the public within ten years of the effective date ocular diseases in humans. Under the agreement, we have the of the agreement; or (f) if we cease business operations or first right of negotiation for exploitation rights of any results become the subject of a petition in bankruptcy. that may issue from such non-profit clinical research in the treatment of ocular diseases in humans (including mitochondrial Association Française contre les Myopathies diseases of the ocular area) and under certain conditions. License Agreement for Scientific Data Relating to GS010 • Obligations of GenSight: • Object: We are required to use our best efforts to develop the products On December 2, 2013, we entered into a license agreement in compliance with a certain development plan and to use our for use of scientific data with theAssociation Française contre reasonable efforts to introduce the product into the commercial les Myopathies, or AFM, the French Muscular Dystrophy GENSIGHT BIOLOGICS – 2017 Registration Document– 135