GENSIGHT BIOLOGICS S.A. AND THE BANK OF NEW YORK MELLON As Depositary AND OWNERS AND HOLDERS OF AMERICAN DEPOSITARY SHARES Deposit AgreementDeposit Agreement • October 6th, 2015 • Gensight Biologics S.A. • Biological products, (no disgnostic substances) • New York
DEPOSIT AGREEMENT dated as of , 2015 among GENSIGHT BIOLOGICS S.A., a company incorporated under the laws of France (herein called the Company), THE BANK OF NEW YORK MELLON, a New York banking corporation (herein called the Depositary), and all Owners and Holders (each as hereinafter defined) from time to time of American Depositary Shares issued hereunder.
GENSIGHT BIOLOGICS S.A. (a société anonyme incorporated under the laws of France) [●] American Depositary Shares, Each Representing [●] Ordinary Share[s] (nominal value €[●] per share) UNDERWRITING AGREEMENTUnderwriting Agreement • October 6th, 2015 • Gensight Biologics S.A. • Biological products, (no disgnostic substances) • New York
RESEARCH COLLABORATION AGREEMENTResearch Collaboration Agreement • September 10th, 2015 • Gensight Biologics S.A. • Biological products, (no disgnostic substances) • Basel-Stadt
This Research Collaboration Agreement (the “Agreement”) having an Effective Date of March 1st, 2014, is made between the Friedrich Miescher Institute for Biomedical Research (“FMI”) located at Maulbeerstrasse 66, 4058 Basel, Switzerland, (Principal Investigator Dr. Botond Roska), and GenSight Biologics, located at 89 Rue du Fbg Saint Antoine, 75011 Paris, France (“GenSight”), (Principal Investigator Dr. Didier Pruneau), under the following terms and conditions.
LICENSE AGREEMENT N° 05064A10License Agreement • September 10th, 2015 • Gensight Biologics S.A. • Biological products, (no disgnostic substances)
This License Agreement (the “Agreement”) is made as of its last date of signature by all signatories (the “Effective Date”) by and between:
PARTNERSHIP AGREEMENT No. 012174-1NOHL-00Partnership Agreement • September 10th, 2015 • Gensight Biologics S.A. • Biological products, (no disgnostic substances)
This partnership agreement (the “Partnership Agreement”) is made and entered into as of February 1, 2013 (the “Effective Date”), by and between GenSight Biologics SA, a corporation organized under the laws of France, registered with the Lyon Trade and Company Registry under number B 751 164 757 (SIRET: 75116475700013), with its principal place of business at 1bis Allée du Sauze, 69160 Tassin la Demi-Lune, France (“GenSight”), and Genethon, a non-profit organization organized under the laws of France, with its principal place of business at 1bis, rue de l’Internationale, 91002 Evry Cedex, France (SIRET: 40218752000018) (“Genethon”), (each of GenSight and Genethon a “Party” individually and collectively the “Parties”).
ContractGensight Biologics S.A. • September 10th, 2015 • Biological products, (no disgnostic substances)
[**] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission.
ContractGensight Biologics S.A. • September 10th, 2015 • Biological products, (no disgnostic substances)
[**] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission.
ContractGensight Biologics S.A. • September 10th, 2015 • Biological products, (no disgnostic substances)
[**] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission.
LICENSE AGREEMENTLicense Agreement • July 7th, 2015 • Gensight Biologics • Biological products, (no disgnostic substances) • New York
This LICENSE AGREEMENT (this “Agreement”) is entered into effective as of February 23, 2014 (the “Effective Date”) between GENSIGHT BIOLOGICS, S.A., a French corporation with offices at 89, rue du Faubourg St Antoine 75011 Paris (“GenSight”), and AVALANCHE BIOTECHNOLOGIES, INC., a Delaware corporation with offices at 665 Third Street, Suite 280, San Francisco, CA 94107 (“Avalanche”).
ADDENDUM 1.1 No. 012174-1NOHL-01.1 TO THE PARTNERSHIP AGREEMENT No. 012174-1NOHL-OOPartnership Agreement • July 7th, 2015 • Gensight Biologics • Biological products, (no disgnostic substances)
This Project Addendum 1.1 (the “Project Addendum 1.1”) is made and entered into as of 1 January 2014 (the “Project Addendum 1.1 Effective Date”), by and between GenSight Biologics SA, a corporation organized under the laws of France, registered with the Lyon Trade and Company Registry under number B 751 164 757 (SIRET: 75116475700013), with its principal place of business at 74 rue du Faubourg Saint Antoine 75012 Paris, France (“GenSight”), and Genethon, a non-profit organization organized under the laws of France, with its principal place of business at 1bis, rue de l’Internationale, 91002 Evry Cedex, France (SIRET: 40218752000018) (“Genethon”), (each of GenSight and Genethon a “Party” individually and collectively the “Parties”).
QUALITY AGREEMENT No. 014180-1NOHL-00Quality Agreement • July 7th, 2015 • Gensight Biologics • Biological products, (no disgnostic substances)
This quality agreement (the “Quality Agreement”) is made and entered into as of 10th June 2014, by and between GENETHON, a non-profit organization organized under the laws of France (SIRET: 40218752000018), with its principal place of business at 1bis, rue de l’Internationale, 91002 Evry Cedex, France (“GENETHON”), and GENSIGHT-BIOLOGICS SA, a corporation organized under the laws of France, registered with the Lyon Trade and Company Registry under number B 751 164 757 (SIRET: 75116475700013), with its principal place of business at 74 rue du Faubourg Saint Antoine, 75012 Paris, France (“GENSIGHT”), (each of GENSIGHT and GENETHON a “Party” individually and collectively the “Parties”).
REFUNDABLE ADVANCE BENEFICIARY AGREEMENT (FINANCIAL AID AGREEMENT) Funding for Business Cluster Development ProjectGensight Biologics • July 7th, 2015 • Biological products, (no disgnostic substances)
A French public limited company (“Société Anonyme”) with share capital of €759,916,144, registered in the Créteil Trade and Companies Register under number 320 252 489, whose head office is at 27-31 Avenue du Général Leclerc, 94710 Maisons-Alfort,
ContractThe Cooperation Agreement • September 10th, 2015 • Gensight Biologics S.A. • Biological products, (no disgnostic substances)
[**] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission.
ContractGensight Biologics • July 7th, 2015 • Biological products, (no disgnostic substances)
[**] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission.
1st AMENDMENT TO THE COOPERATION AGREEMENTAgreement • July 7th, 2015 • Gensight Biologics • Biological products, (no disgnostic substances)
Pierre and Marie Curie University (Paris 6), a French public, scientific, cultural and professional establishment located at 4 Place Jussieu, 75252 Paris Cedex 05
ADDENDUM 1.1 No. 012174-1NOHL-01.1 TO THE PARTNERSHIP AGREEMENT No. 012174-1NOHL-OOPartnership Agreement • September 10th, 2015 • Gensight Biologics S.A. • Biological products, (no disgnostic substances)
This Project Addendum 1.1 (the “Project Addendum 1.1”) is made and entered into as of 1 January 2014 (the “Project Addendum 1.1 Effective Date”), by and between GenSight Biologics SA, a corporation organized under the laws of France, registered with the Lyon Trade and Company Registry under number B 751 164 757 (SIRET: 75116475700013), with its principal place of business at 74 rue du Faubourg Saint Antoine 75012 Paris, France (“GenSight”), and Genethon, a non-profit organization organized under the laws of France, with its principal place of business at 1bis, rue de l’Internationale, 91002 Evry Cedex, France (SIRET: 40218752000018) (“Genethon”), (each of GenSight and Genethon a “Party” individually and collectively the “Parties”).
ADDENDUM 1 No. 012174-1NOHL-01 TO THE PARTNERSHIP AGREEMENT No. 012174-1NOHL-OOGensight Biologics • July 7th, 2015 • Biological products, (no disgnostic substances)
This Project Addendum 1 (the “Project Addendum 1”) is made and entered into as of 2 April 2013 (the “Project Addendum 1 Effective Date”), by and between GenSight Biologics SA, a corporation organized under the laws of France, registered with the Lyon Trade and Company Registry under number B 751 164 757 (SIRET: 75116475700013), with its principal place of business at 1bis Allée du Sauze, 69160 Tassin la Demi-Lune, France (“GenSight”), and Genethon, a non-profit organization organized under the laws of France, with its principal place of business at 1bis, rue de l’Internationale, 91002 Evry Cedex, France (SIRET: 40218752000018) (“Genethon”), (each of GenSight and Genethon a “Party” individually and collectively the “Parties”).
ContractGensight Biologics S.A. • September 10th, 2015 • Biological products, (no disgnostic substances)
[**] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission.
ContractGensight Biologics • July 7th, 2015 • Biological products, (no disgnostic substances)
[**] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission.
2nd AMENDMENT TO THE COOPERATION AGREEMENTThe Cooperation Agreement • July 7th, 2015 • Gensight Biologics • Biological products, (no disgnostic substances)
Pierre and Marie Curie University (Paris 6), a French public, scientific, cultural and professional establishment located at 4 Place Jussieu, 75252 Paris Cedex 05
ContractGensight Biologics • July 7th, 2015 • Biological products, (no disgnostic substances)
[**] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission.
ContractGensight Biologics S.A. • September 10th, 2015 • Biological products, (no disgnostic substances)
[**] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission.
ContractGensight Biologics S.A. • September 10th, 2015 • Biological products, (no disgnostic substances)
[**] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission.
ADDENDUM 1 No. 012174-1NOHL-01 TO THE PARTNERSHIP AGREEMENT No. 012174-1NOHL-OOGensight Biologics • June 18th, 2015 • Biological products, (no disgnostic substances)
This Project Addendum 1 (the “Project Addendum 1”) is made and entered into as of 2 April 2013 (the “Project Addendum 1 Effective Date”), by and between GenSight Biologics SA, a corporation organized under the laws of France, registered with the Lyon Trade and Company Registry under number B 751 164 757 (SIRET: 75116475700013), with its principal place of business at 1bis Allée du Sauze, 69160 Tassin la Demi-Lune, France (“GenSight”), and Genethon, a non-profit organization organized under the laws of France, with its principal place of business at 1bis, rue de l’Internationale, 91002 Evry Cedex, France (SIRET: 40218752000018) (“Genethon”), (each of GenSight and Genethon a “Party” individually and collectively the “Parties”).
ContractGensight Biologics S.A. • September 10th, 2015 • Biological products, (no disgnostic substances)
[**] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission.
REGISTRATION RIGHTS AGREEMENT among GENSIGHT BIOLOGICS S.A. and THE SHAREHOLDERS PARTY HERETORegistration Rights Agreement • August 10th, 2015 • Gensight Biologics S.A. • Biological products, (no disgnostic substances) • New York
AGREEMENT dated as of July 28, 2015 (this “Agreement”) among GenSight Biologics S.A., a French company (the “Company”), and the Shareholders party hereto as listed on the signature pages, including any Permitted Transferees (collectively, the “Shareholders”).
ContractThe Cooperation Agreement • July 7th, 2015 • Gensight Biologics • Biological products, (no disgnostic substances)
[**] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission.
