RISK FACTORS 4 Even if we are able to enter into such collaborations, our ability • disputes may arise with respect to the ownership of intellectual to generate revenues from these arrangements would depend property developed pursuant to our collaborations; on our and our col laborators’ abilities to successful ly perform • collaborators may infringe the intellectual property rights of the functions assigned to each of us in these arrangements. Our third parties, which may expose us to litigation and potential relationships with such col laborators may pose several risks, liability; and including the following: • col laborations may be terminated for the convenience of • col laborators have significant discretion in determining the the col laborator and, if terminated, we could be required to efforts and the amount and timing of resources that they will raise additional capital to pursue further development or apply to these collaborations; commercialization of the applicable product candidates. • collaborators may not perform their obligations as expected; • col laborators may not pursue development and Moreover, an unsuccessful outcome in any clinical trial for commercialization of any product candidates that achieve which our col laborator is responsible could be harmful to the regulatory approval or may elect not to continue or renew public perception and prospects of our gene therapy platform. development or commercialization programs based on clinical If any collaborations we enter into do not result in the successful trial results, changes in the col laborators’ strategic focus or development and commercialization of products, or if a available funding or external factors, such as an acquisition, that col laborator terminates its agreement with us, we would not divert resources or create competing priorities; receive any future research funding or milestone or royalty payments under such col laboration. If we did not receive the • we may not have access to, or may be restricted from funding we expected under such agreements, our development of disclosing, certain information regarding product candidates product candidates could be delayed and we could need additional being developed or commercialized under a col laboration resources to develop our product candidates. In addition, if a and, consequently, may have limited ability to inform our collaborator terminates its agreement with us, we may find it more shareholders about the status of such product candidates; difficult to attract new collaborators, and the perception of us in the • collaborators could independently develop, or develop with business and financial communities could be adversely affected. All third parties, products that compete directly or indirectly of the risks relating to product development, regulatory approval with our product candidates if the col laborators believe and commercialization described in this Registration Document that competitive products are more likely to be successfully apply to the activities of any of our collaborators. developed or can be commercialized under terms that are more economically attractive than ours; Relationships with pharmaceutical and biotechnology companies • product candidates developed in col laboration with us may for the development and potential commercialization of our be viewed by our collaborators as competitive with their own product candidates, or those like them, may require us to incur product candidates or products, which may cause collaborators additional expenses, issue securities that dilute our existing to cease to devote resources to the commercialization of our shareholders or disrupt our management and business. In addition, product candidates; we could face significant competition in seeking appropriate collaborators, and the negotiation process is time-consuming and • a collaborator with marketing and distribution rights to one complex. Our ability to reach a definitive collaboration agreement or more of our product candidates that achieve regulatory wil l depend, among other things, upon our assessment of the approval may not commit sufficient resources to the marketing collaborator’s resources and expertise, the terms and conditions and distribution of any such product candidate; of the proposed collaboration and the proposed collaborator’s • disagreements with col laborators, including disagreements evaluation of several factors. If we license rights to product over proprietary rights, contract interpretation or the candidates, we may not be able to realize the benefit of such preferred course of development of any product candidates, transactions if we are unable to successfully integrate them with may cause delays or termination of the research, development our existing operations and company culture. or commercialization of such product candidates, may lead to additional responsibilities for us with respect to such product Our reliance on third parties requires us to share our trade secrets, candidates or may result in litigation or arbitration, any of which which increases the possibility that a competitor will discover them would be time-consuming and expensive; or that our trade secrets will be misappropriated or disclosed. • col laborators may not properly maintain or defend our Because we currently rely on Brammer Bio, or Brammer, Lonza intel lectual property rights or may use our proprietary Houston Inc., or Lonza, Novasep Group, or Novasep (through its information in such a way as to invite litigation that could subsidiary Henogen S.A.) and other third parties to manufacture all jeopardize or invalidate our intellectual property or proprietary or part of our product candidates and to perform quality testing, and information or expose us to potential litigation; because we collaborate with various organizations and academic GENSIGHT BIOLOGICS – 2017 Registration Document– 31