Exhibit 10.7



 Exhibit 10.7 
  

	[**]	Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. 


MASTER 
 AGREEMENT

 Funding for the Projet Structurant des Pôles de Compétitivité 

“SIGHT AGAIN” 
 BETWEEN THE
UNDERSIGNED 
 Bpifrance Financement 
 A
French Société Anonyme, with share capital of €759,916,144, registered in the Créteil Trade and Companies’ Register under the number 320 252 489, whose head office is at 27- 31 avenue du Général
Leclerc - 94710 MAISONS-ALFORT 
 Represented by Paul-François Fournier, Senior Executive VP of the Innovation Division 

 

			
	 Hereinafter referred to as

“Bpifrance”
	 	party of the
		 	first part,   
		
	And	 	

 GENSIGHT BIOLOGICS 

A French Société Anonyme, registered in the Paris Trade and Companies’ Register under the number 751164757, whose head office
is at 89, rue du Faubourg Saint Antoine, 75011 PARIS Cedex 
 Represented by Bernard Gilly, Chairman and CEO 

acting both as Project Leader and as Beneficiary 

Hereinafter referred to as: “the Leader” 

PIXIUM VISION 
 A French
Société Anonyme, registered in the Paris Trade and Companies’ Register under the number 538797655, whose head office is at Institut de la Vision 13, rue Moreau, 75012 PARIS, represented by Bernard
Gilly, Chairman and CEO 
 Hereinafter referred to as: “PIXIUM” 







 FONDATION VOIR ET ENTENDRE (SEE AND HEAR FOUNDATION) 

Foundation, registered under the SIREN number 498340892, whose head office is at 28, rue de Charenton, 75012 PARIS 

Represented by Jean-Charles Pomerol, President 

Hereinafter referred to as: “FVE” 
 Referred
to hereinafter as: “the Beneficiaries”, 
 the second 

part, 
 Collectively referred to
hereinafter as “The Parties” 







 TABLE OF CONTENTS 

PRELIMINARY ARTICLE: DEFINITIONS 
  

					
	 CHAPTER 1: SPECIAL CONDITIONS OF CONTRACT
	  	 	9	  
		
	 1.1 OBJECT
	  	 	9	  
		
	 1.2 PROJECT
	  	 	9	  
		
	 1.2.1 Project content
	  	 	9	  
	 1.2.2 Duration of the Research and Development phase
	  	 	9	  
	 1.2.3 Date for posting expenditure
	  	 	10	  
	 1.2.4 Execution venues for the Project’s research and development
	  	 	10	  
	 1.2.5 Total cost of the Project
	  	 	10	  
		
	 1.3 NATURE AND AMOUNT OF FUNDING
	  	 	10	  
		
	 1.4 SPECIAL CONDITIONS
	  	 	10	  
		
	 Key stage 1
	  	 	10	  
		
	 Key stage 2
	  	 	11	  
		
	 CHAPTER 2: GENERAL TERMS AND CONDITIONS OF CONTRACT
	  	 	13	  
		
	 2.1 OBLIGATIONS OF THE PARTIES
	  	 	13	  
		
	 2.1.1 Obligations of Bpifrance
	  	 	13	  
	 2.1.2 Obligations of the Beneficiaries
	  	 	13	  
	 2.1.3 Specific obligations of the Leader for the duration of the project
	  	 	13	  
		
	 2.2 PROJECT IMPLEMENTATION MONITORING
	  	 	15	  
		
	 2.2.1 Monitoring and approval of the Project’s research and development work
	  	 	15	  
		
	 2.3 AID PAYMENTS
	  	 	18	  
		
	 2.4 AID CHANGES
	  	 	19	  
		
	 2.5 PROCEDURES FOR FINANCIAL RETURNS
	  	 	19	  
		
	 2.6 CHANGES TO THE PROJECT IN THE RESEARCH AND DEVELOPMENT PHASE
	  	 	19	  
		
	 2.6.1 Change report
	  	 	19	  
	 2.6.2 Consequences
	  	 	20	  
		
	 2.7 STOPPING THE PROJECT IN THE RESEARCH AND DEVELOPMENT PHASE
	  	 	20	  
		
	 2.7.1 Stopping occasioned by a Beneficiary
	  	 	20	  
	 2.7.2 Stopping occasioned by Partners
	  	 	20	  
	 2.7.3 Stopping of the project for reasons other than those described above
	  	 	20	  
		
	 2.8 CONTROL AND AUDIT
	  	 	21	  
		
	 2.9 MONITORING OF THE INDUSTRIAL ROLLOUT AND MARKETING
	  	 	21	  
		
	 2.10 INTELLECTUAL PROPERTY
	  	 	21	  
		
	 2.10.1 Protection of Results
	  	 	21	  
	 2.10.2 Intellectual Property monitoring
	  	 	22	  
	 2.10.3 Results developed by non-profit-making research organizations
	  	 	22	  
	 2.10.4 No Intellectual Property exploitation
	  	 	22	  
		
	 2.11 CONFIDENTIALITY
	  	 	23	  
		
	 2.12 BREACH OF OBLIGATIONS
	  	 	23	  
		
	 2.13 FUNDING REPETITION
	  	 	24	  
		
	 2.14 NO RELOCATION
	  	 	24	  
		
	 2.15 WORKS COUNCIL INFORMATION
	  	 	25	  
		
	 2.16 MISCELLANEOUS PROVISIONS
	  	 	25	  
		
	 2.16.1 Liability
	  	 	25	  









					
	 2.16.2 Sub-contracting
	  	 	25	  
	 2.16.3 Nullity
	  	 	25	  
	 2.16.4 Headings
	  	 	25	  
	 2.16.5 Assignment
	  	 	25	  
	 2.16.6 Tolerance
	  	 	26	  
	 2.16.7 Effective date - duration
	  	 	26	  
	 2.16.8 Advertising
	  	 	26	  
	 2.16.9 Information transfer authorization
	  	 	26	  
	 2.16.10 Lateness penalties
	  	 	26	  
	 2.16.11 Settlement of disputes
	  	 	26	  
	 2.16.12 Governing law
	  	 	26	  
	 2.16.13 Contractual documents: full consent and changes
	  	 	26	  
		
	 Schedule 1: Technical and Financial
	  	 	31	  
		
	 Expenditure and aid deductions (in euros)
	  	 	39	  
		
	 Schedule 2: Models
	  	 	42	  
		
	 Schedule 3: Quote for beneficiaries
	  	 	45	  









	 	•	 	Having regard to article 8 of the 2010 amending finance law no. 2010-237, of March 9, 2010 

  

	 	•	 	Having regard to the agreement signed between the State and Bpifrance on October 13, 2010 concerning the future investments program 


 

	 	•	 	Having regard to the Community framework for State aid for research, development and innovation no. 2006/C 323/01 published in the Official Journal of the European Union (OJEU) of December 30, 2006,


  

	 	•	 	Having regard to the French Industrial Innovation Agency (AII) aid scheme N121/2006 of July 19, 2006, extended by aid scheme 33617 


 

	 	•	 	Having regard to the decree of December 28, 2007 setting the effective date for the abovementioned operations, 

  

	 	•	 	Having regard to the application for Funding to the Projet Structurant des Pôles de Compétitivité, or PSPC, filed on April 30, 2014 by “GENSIGHT
BIOLOGICS”, duly authorized by the other participants in the Project, referred to below as “the Partners” to finance the project called PSPC 


“SIGHT AGAIN”, hereinafter referred to as “the Project”, 

 

	 	•	 	Having regard to receipt of said application for Funding by Bpifrance to the Leader on July 4, 2014 and the processing of this application by Bpifrance, 


 

	 	•	 	Having regard to the decision of the Prime Minister of November 17, 2014 

  

	 	•	 	Having regard to notification by Bpifrance, by letter dated November 25, 2014 of the arrangements for financing said Project 


 

	 	•	 	Having regard to the consortium agreement signed by all partners on July 11, 2014 

 NOW, THEREFORE, THE
PARTIES AGREE AS FOLLOWS: 
 PRELIMINARY ARTICLE: DEFINITIONS 
  

	•	 	Partnership agreements: 

 means any agreement signed, between the Beneficiaries or
between the Partners and the Beneficiaries, relating to the governance, execution of the Project and use of the forthcoming results. 
  

	•	 	Funding: 

 means Subsidies and Repayable Advances allocated by Bpifrance to the
Beneficiaries under the Project. 
  

	•	 	Schedule: 

 means any supplementary document attached to the Master Agreement or to the
Beneficiary Agreement and which is an integral part thereof 
  

	•	 	Calculation Base: 

 means all the expenses considered for calculating Funding by
Bpifrance. These costs are those laid down in the Community framework for State aid for research, development and innovation for industrial research and experimental development activities. 








	•	 	Repayable Advance: 

 means a loan for a Project paid in one or more installments, for
which the Financial Return conditions depend on forecasts of turnover generated by the use of goods or services resulting from the Future Investment Program 
  

	•	 	Beneficiary: 

 means a participant in the Project, including the Leader, who receives
Bpifrance Funding in connection with this participation. 
  

	•	 	Leader: 

 means the Beneficiary, Project sponsor, authorized by all the Partners to, with
Bpifrance: 
  

	 	•	 	present the Project, 

  

	 	•	 	file the Funding application case, 

  

	 	•	 	negotiate the Master Agreement, 

  

	 	•	 	and coordinate the Project. 

  

	•	 	Master Agreement: 

 means this Agreement and its schedules. 

 

	•	 	Repayable Advance Beneficiary Agreement: 

 means the agreement signed between Bpifrance
and a Beneficiary of a Repayable Advance containing the special conditions for this Beneficiary, including the objectives, purpose and description of the Industrial Deployment and Marketing phases and the obligations of the Beneficiary, in
particular as regards Financial Returns. 
  

	•	 	Industrial Deployment: 

 means the design and then implementation of the production
system, and final adaptation of the Products output by the Experimental Development Results, and preparation for Marketing of the Products. 
  

	•	 	Experimental Development (ED): 

 means the acquisition, association, formatting and use
of knowledge and scientific, technological, commercial and other existing techniques to produce plans, devices or drawings for the design of new, altered or improved products, methods and services. These may be activities aimed at the theoretical
design and planning of new products, processes and services, as well as recording the information relating thereto. These activities may relate to the production of sketches, drawings, plans and other documents, provided that they are not intended
for commercial use. 
 The creation of prototypes and commercially viable pilot projects is the responsibility of Experimental Development
when the prototype is necessarily the end commercial product and where it is too expensive to produce to be used only for demonstration and validation purposes. In the event of subsequent commercial use of demonstration or pilot projects, any
revenue from such use must be deducted from the admissible costs. 
 Experimental production and testing of products, processes and services
can also benefit from Funding, provided that they can be used or processed for use in industrial or commercial applications. 







 Experimental Development does not include routine or periodic changes made to products,
production lines, manufacturing processes, existing services and other operations in progress, even if these changes may represent improvements. 
  

	•	 	Milestone: 

 a milestone means the step at which Project progress is reviewed and payment
of Funding triggered. 
  

	•	 	Confidential information: 

 means all information and data of any kind, including
technical, scientific, economic, financial, commercial, accounting, any plan, design, prototype, equipment, audit, test data and tests, drawings, representations, graphs, specifications, expertise, experience, software and programs, whatever their
form, medium or means, including, without limitation, oral communication, written or fixed in any medium, provided to one or more Recipients or to Bpifrance by another Beneficiary or by Bpifrance or identified as Confidential Information by the
party that communicated the information, according to the means described below, whether this information has been brought directly or indirectly to the attention of the recipient party during discussions or investigations between the parties and
whether this information is protected or not by an intellectual property right or title. 
 Any Confidential Information communicated in
writing must be identified as such by the affixing of an explicit endorsement and any Confidential Information disclosed orally or visually must be subject to written confirmation of its confidentiality within [**] days following its communication.

 However, any information: 
  

	 	•	 	that the recipient party can demonstrate was already known to it prior to its disclosure, 

  

	 	•	 	that is in or enters the public domain other than by a direct or indirect disclosure by the recipient party, in breach hereof, 

  

	 	•	 	disclosed on a non-confidential basis by a third party holding it legitimately and having the right to disclose it, 

  

	 	•	 	that the recipient party can demonstrate having developed independently, unrelated to the information disclosed by the issuing party during the implementation of the Project and the confidentiality of which the
recipient party was unaware in good faith, 

  

	 	•	 	has to be disclosed by a Court ruling on condition that the Leader and/or Beneficiary and/or Bpifrance be informed in advance, 

  

	 	•	 	where the issuing party has authorized disclosure by the recipient party in writing, provided that such authorization is not subordinate or has not stipulated implementation of a mechanism to maintain the
confidentiality, 

 is not Confidential Information as defined herein. 

 

	•	 	Partner: 

 means a participant in the Project, signatory to the Partnership Agreements,
whether benefiting or not from Bpifrance Funding under the project. 
  

	•	 	Project: 

 refers to industrial research, Experimental Development and Industrial
Deployment activities by Partners, defined in the Partnership Agreements which they are signatories, whose content is summarized in section 1.2.1 of this contract master. 

  

	[**]	Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. 










	•	 	Research and development: 

 refers to Industrial Research and Experimental Development of
the Project phases. 
  

	•	 	Industrial Research (IR): 

 refers to the planned research or critical investigation
aimed to acquire new knowledge and skills to develop new products, processes or services or result in a significant improvement of products, processes or existing services. 

It includes the creation of components of complex systems for industrial research, notably for the validation of generic technologies,
excluding the prototypes referred to in the definition of Experimental Development. 
  

	•	 	Financial returns: 

 Financial returns due to Bpifrance to the title of the draft by the
Repayable Advance Beneficiary include, on the one hand the repayment of the nominal value of the repayable advances updated the community rate in force at the date of decision to grant the aid by Bpifrance for the support of the project, increased
by [**] basis points, on the other hand complementary payments as defined below. 
 These financial returns are defined in each contract
recipient of advance repayable attached to the Master Agreement and signed between Bpifrance and each of the beneficiaries concerned, and will be donated to Bpifrance arrangements specified in these contracts. 

 

	•	 	Subsidy: 

 means Funding with no Financial Returns obligation. 

 

	•	 	Supplementary payments : 

 means the amounts due to Bpifrance by the Beneficiaries of
Repayable Advances beyond the amount of the reimbursement of the nominal updated repayable advances and depending on the degree of success of the project, as defined in the Repayable Advance Beneficiary Agreement. 

  

	[**]	Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. 









 CHAPTER 1: PARTICULAR CONDITIONS OF CONTRACT 

1.1 OBJECT 
 This agreement and the schedules thereto,
hereinafter referred to together as “Master Agreement”, are intended to define the characteristics of the Project that the Leader and Beneficiaries undertake to carry out with the Partners identified in Schedule 1, table 1 - Project
Partners hereto, to fix the amount and the conditions for awarding Funding granted by Bpifrance to the Beneficiaries for the financing of their participation in the Project as well as to clarify the principles and arrangements for monitoring of the
implementation of the Project by Bpifrance. 
 The Project is defined in section 1.2.1 below. 

The principles and arrangements for Funding payments by Bpifrance to each Beneficiary, as well as the arrangements for Financial Returns due by the
Beneficiaries of Repayable Advances to Bpifrance are determined in the Master Agreement and the Repayable Advance Beneficiary Agreements attached to the Master Agreement. 

1.2 PROJECT 
 1.2.1 Content of the project

 The Project aims to develop products that will help to restore the vision of legally blind patients with retinitis pigmentosa at different
stages: an optogenetic therapy approach and an approach to neurostimulation via a sub-retinal implant. These two approaches have in common a stimulation system that includes the capture of images, their processing and the transmission of information
to the newly expressed protein in the first case and to the implant in the second case. Stimulation of the exogenous protein and the implant will transduce the visual information to the brain. Rehabilitation protocols will be specifically developed
to allow patients to learn to interpret the signals and to see again. 
 The objectives, purpose and description of the Project are presented in Table 2
- Technical description and selected activities of Schedule 1 hereto. 
 1.2.2 Duration of the Research and Development phase 

The duration of the Project covers the phase including Industrial Research and Experimental Development activities on the one hand, and the Industrial
Deployment and Marketing phase on the other. 
 The duration of the Industrial Research and Experimental Development activities phase of the Project
is [**] months beginning from April 30, 2014, the date which will be specified below (T0). Its projected implementation schedule appears in table 3 - Project Milestones - of Schedule 1 hereto. 

This Master Agreement will end upon the expiration of its total term as defined in Article 2.16.7. 

  

	[**]	Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. 









 1.2.3 Date for posting expenditure 

The date from which expenditure incurred by the Beneficiaries under the Master Agreement is taken into account is set as April 30, 2014. 

1.2.4 Places of performance of the Project’s research and development work 

Industrial Research and Experimental Development work is performed by Beneficiaries in the locations defined in table 1 - Project partners, with the exception
of outsourced work - of Schedule 1 hereto. 
 Should any of these locations change, the Leader will inform Bpifrance in advance in writing. Bpifrance will
then notify the Leader of its decision to continue or to reduce Funding in the manner stipulated in Article 2.6. 2. 
 1.2.5 Overall cost of the
project 
 The forecast of the overall expenses to be incurred for implementation of the project is set at €[**]
([**] euros), excluding taxes. 
 The estimated amount of expenditure constituting the Calculation Base for expenditure eligible for
Funding under the Master Agreement is set at €[**] ([**] euros) excluding taxes. 
 Details of their estimated expenditure in IR
and in ED, by recipient, is contained in table 5 of Schedule 1 hereto. 
 1.3 NATURE AND AMOUNT OF FUNDING 

The maximum amount of Funding granted by Bpifrance for financing of the Project is €[**] ([**] euros), subject to compliance with the
European regulations in the event of Funding accumulation. 
 The Funding breaks down as follows: 

 

	 	•	 	first part, Subsidies of an overall maximum of €[**] ([**] euros) ; 

  

	 	•	 	second part, the Repayable Advances of an aggregate maximum amount of €[**] ([**] euros); 


The indication of maximum Funding rates by nature of work and Beneficiary appears in table 4 of Schedule 1 hereto. 

1.4 SPECIAL CONDITIONS 
 At key milestone 1

  

	 	•	 	Supply, where relevant, of individual agreements signed between the Partners, GenSight and FVE, Pixium and the Fondation Voir et Entendre, judged satisfactory; 


 

	 	•	 	Supply of a document validating a first scale-up of the production of the GS020 in 10 L (GMP-like lot), 


Failure to achieve this milestone will prejudice continuation of work related to the GS020 gene therapy product 

  

	[**]	Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. 










	 	•	 	Supply of a document validating the functioning of the complete technological chain for external components (from the sensor to emission of pulsed infrared) 


Failure to achieve this milestone will prejudice continuation of work related to the PRIMA implant 

 

	 	•	 	Supply of a document validating the functionality of a lot of implants (capability to provide a current of several μA when illuminated at the right power). 


Failure to achieve this milestone will prejudice continuation of work related to the PRIMA implant 

At key milestone 2 
  

	 	•	 	Supply by GenSight Biologics of the regulatory authorities document authorizing the clinical trial of an optogenetic product in France to treat retinitis pigmentosa 


Failure to achieve this milestone will prejudice continuation of work related to the GS020 gene therapy product 

 

	 	•	 	Supply of a document validating the safety of the implant and its ability to stimulate during an animal test. 


Failure to achieve this milestone will prejudice continuation of work related to the PRIMA implant 

 

	 	•	 	Supply by Pixium Vision of a document validating the biocompatibility of the implant. Failure to achieve this milestone will prejudice continuation of work related to the PRIMA implant 


 

	 	•	 	Supply by Pixium Vision of the regulatory authorities document authorizing the clinical trial of a sub-retinal implant in Europe in retinitis pigmentosa 


 

	 	•	 	Presentation by GenSight Biologics of its latest balance sheets, income statements and projected funding plan; verification by Bpifrance of its ability to continue the program, and institution of contributions in
equity, if necessary 

  

	 	•	 	Presentation by Pixium Vision of its latest balance sheets, income statements and projected funding plan; verification by Bpifrance of its ability to continue the program, and institution of contributions in equity,
if necessary 

 At key milestone 3 
  

	 	•	 	Presentation by GenSight Biologics of its latest balance sheets, income statements and projected funding plan; verification by Bpifrance of its ability to continue the program, and institution of contributions in
equity, if necessary 









	 	•	 	Supply by GenSight Biologics of the regulatory authorities document authorizing a phase III clinical trial of an opto-genic product in Europe for treatment in retinitis pigmentosa 








 CHAPTER 2: GENERAL TERMS AND CONDITIONS OF CONTRACT 

2.1 OBLIGATIONS OF THE PARTIES 
 2.1.1 Bpifrance
obligations 
 Bpifrance is committed to pay Funding to the Beneficiaries according to the procedures and under the conditions laid down in the
Master Agreement, the Repayable Advance Beneficiary Agreements and their respective Schedules. 
 2.1.2 Obligations of the Beneficiaries 

The obligations of the Beneficiaries to Bpifrance result both herefrom and from the Repayable Advance Beneficiary Agreements. 

The Beneficiaries undertake to allocate Funding to the Project and the financing of the related expenditure. Where appropriate, Bpifrance reserves the right
to require Beneficiaries to repeat Funding paid which was not assigned to the Project according to the provisions stipulated in the Master Agreement and the Repayable Advance Beneficiary Agreements and their Schedules. 

Beneficiaries also undertake to implement all means to carry out the work set out in table 2 - Technical description technique and selected activities - of
Schedule 1 hereto. 
 Beneficiaries undertake to provide the Leader with all the elements necessary for the exercising of its coordination obligations,
given that the Master Agreement does not govern the mutual obligations of the Beneficiaries and/or the Leader, these being defined in the Partnership Agreements. 

2.1.3 Specific obligations of the Leader for the duration of the Project 

The Leader is bound ex officio [and in its capacity as Beneficiary] to the general obligations of the Master Agreement (keep or delete as applicable)
and will also fulfill to Bpifrance, for the duration of the Industrial Research and Experimental Development phase laid down in Article 1.2.2, the obligations of Leader defined below. 

The reciprocal obligations of the Leader and the Beneficiaries are defined in the Partnership Agreements. Accordingly, Bpifrance cannot be held liable for,
nor have to bear any obligation or consequence, neither to the Beneficiaries due to a failure by the Leader in the execution of its obligations, nor to the Leader, regardless of the reason. 

A - Scientific and technical coordination 

The Leader undertakes to coordinate scientific and technical work by Industrial Research and Experimental Development of the Project as described in table 2 -
Technical description and activities learned in accordance with the procedures set forth in Article 2.2 of Schedule 1 hereto. 
 As such, it must ensure the
proper conduct of the Industrial Research and Experimental Development work of the Project and compliance by the Beneficiaries with undertakings for completion of work for which they are responsible. 

The Leader is bound to monitor the progress of the Industrial Research and Experimental Development work of the Project. 







 The Leader is required to report this monitoring to Bpifrance in the conditions defined in Article 2.2.1 and in
particular any difficulty of execution and any incident that may affect the duration, nature, purpose or progress of the Project. 
 The Leader will take
all necessary measures, ranging up to excluding or replacing a defaulting Partner to ensure continuation of the Project under the conditions stipulated in the Master Agreement and according to the procedures defined in the Partnership Agreements. It
should present these measures to Bpifrance in the context defined in Article 2.6.1. 
 B - Administrative coordination 

The Leader is committed to provide the administrative coordination of the project. 

The Partnership Agreements necessary for the implementation and execution of the Project are set up and updated by the Leader with the Beneficiaries in line
with the Master Agreement. 
 The Partnership Agreements must specifically include stipulations relating to: 

 

	 	•	 	the governance put in place allowing the Leader to control the Project, 

  

	 	•	 	changes of Partners resulting from changes in the distribution of work, 

  

	 	•	 	the knowledge prior to the Project of each Partner and the terms and conditions of their availability to the Project, 

  

	 	•	 	the intellectual property relating to the Project, to its sharing, its use and the dissemination of technical and scientific knowledge, 


 

	 	•	 	sharing of investments and responsibilities between the Beneficiaries. 

 The Partnership Agreements are
subject to approval by Bpifrance which ensures their consistency with the provisions of the Master Agreement and, inter alia, with the commitments assumed by the Beneficiaries. 

In case of changes to the Partnership and the Partnership Agreements, the Leader agrees to forward to Bpifrance those riders and new agreements envisaged
between the Partners while executing the Project and to obtain its approval on these amendments prior to their signing. 
 The Leader undertakes to collect
in the name and on behalf of Bpifrance the documents referred to in Article 2.2.1.A, in support of which Bpifrance may pay to each Beneficiary the amount of the Funding under the conditions laid down in Articles 2.2.1 - B and 2.3. 

The Leader also undertakes to obtain from non-Beneficiary Partners a commitment to provide to it, on request by Bpifrance, all documents necessary for
monitoring and evaluating of the work done for the Project and their agreement communicate them to Bpifrance. 
 The Leader also undertakes to notify as
soon as possible and in writing to Bpifrance any change affecting it, or affecting one of the Partners and of which it has knowledge, regardless of the obligation to provide information set forth in Article 2.6.1. 

As such it will inform Bpifrance specifically of: 
  

	 	•	 	any change relating to the name of a Beneficiary; 

  

	 	•	 	any change relating to the change of head office of a Beneficiary; 

  

	 	•	 	any merger, assignment, partial transfer of assets or change of capital or distribution of capital of a Beneficiary resulting in transfer of control; it undertakes to ensure compliance with the provisions of the
Partnership Agreement aimed at these events; 

  

	 	•	 	any bankruptcy proceedings conducted against a Beneficiary, or cessation of trading; 

  

	 	•	 	any project to replace or to substitute for one of the Beneficiaries another company or entity for all or part of the obligations resulting from the Master Agreement. 








 2.2 MONITORING THE IMPLEMENTATION OF THE PROJECT 

2.2.1 Monitoring and approval of the research and development work of the Project 

A - Key Milestones 
 The monitoring of the
project is tied to Key Milestones defined for the purposes of allowing Bpifrance to assess the progress of the Project and determine the Funding to be paid under the conditions and according to the arrangements defined below. 

The Key Milestones are listed with their projected dates in table 3 to Schedule 1 hereto. These meetings bring together departmental experts, and, unless
there is formal opposition by the Beneficiary, the labeling leader’s business development cluster if the Project is labeled by a cluster (pôle). 

The Leader forwards to Bpifrance, no later than [**] working days after the scheduled date for each Key Milestone: 

 

	 	•	 	the signed progress report, in the manner set out in Schedule 2, including the key deliverables required in accordance with the specifications of table 3 of Schedule 1 hereto. 


 

	 	•	 	the consolidated statements of expenses paid by each Beneficiary, dated, signed and certified correct, in accordance with the provisions of Article 2.3 paragraph 3. These summaries should allow Bpifrance to provide the
materiel and financial resources necessary for implementation of the Project. These may be supplemented, where appropriate and at Bpifrance’s request, by the provision of the related invoices or accounting documents, 


 

	 	•	 	proof of fulfillment of the specific conditions in accordance with the provisions of Article 1.4 above, 

  

	 	•	 	the “indicators” form, appearing in Schedule 5, completed and signed by the legal representative of each Beneficiary. 

  

	 	•	 	and more generally any element allowing Bpifrance to be sure that the conditions external or internal to the project’s success are indeed met. 


At the end of a Key Milestone, the Leader may submit changes to the work and/or the subject of the program. The provisions of Article 2.6 will then be
applied. 
 B - Acceptance of Key Milestone results 

Bpifrance decides on the approval of the elements provided by the Leader on the occasion of the Key Milestone within a maximum period of [**] working days of
their receipt. 
 Bpifrance informs the Leader of its decision to accept all or part of the elements that are delivered in accordance with the provisions of
Article 2.2.1 A above, or to postpone its decision after a Project review within no later than [**] days from the date of notification of this decision. 

In the event of approval of the Key Milestone, resulting in total or partial acceptance of the details communicated by the Leader, Bpifrance triggers payment
of the Funding in accordance with the provisions of Article 2.3, to each Beneficiary concerned, for the part coming to it, within no later than [**] working days following the date of notification of this decision. 

  

	[**]	Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. 









 In the event that the Key Milestone is not approved, in the light of the elements presented by the Leader, a
Project review is organized. 
 The Project review takes place within no later than [**] working days from receipt of the details transmitted by the Leader
under Article 2.2.1, on convening of a meeting by Bpifrance accompanied by an agenda; the meeting brings together representatives of Bpifrance and the Leader. On request from Bpifrance or the Leader, one or more Beneficiaries will be able to take
part in the review. 
 During the Project review, the Leader presents a progress report and the Project Results, compiles the minutes of this meeting and
forwards them to Bpifrance for validation. 
 Bpifrance will inform the Leader, within [**] days following receipt of these minutes: 

 

	 	•	 	either of its decision approving the work in the light of the evidence provided and the payments decided accordingly, 

  

	 	•	 	or of its reasoned refusal. 

 C- Organization of the monitoring of the
Project’s Research and Development work 
 In the case of labeling by one or more developments, the project partners forward, in accordance with
the financing agreement with Bpifrance, to each of the labeling developments, a progress report of their work, as well as detailed project data defined with the development. 

Monitoring and evaluation of the Project’s Industrial Research and Experimental Development work are organized as follows: 

C 1 Progress meetings 
 If
BPIFRANCE or the Leader deem it necessary, a follow-up meeting on the progress of the Project can be organized, convened by BPIFRANCE. The convening notice has an agenda and the meeting includes BPIFRANCE and the Leader. If the agenda requires it,
one or more Partners can be called on to attend this meeting. 
 If this meeting reveals a difficulty which could not be resolved in committee, BPIFRANCE
will ask the Leader in writing to propose a solution to this difficulty within a period of [**] working days. 
 If no solution is offered in this period,
BPIFRANCE reserves the right to extraordinary assessment of all or part of the Project under the conditions defined in Article 2.2.2 - C2 of the Agreement. BPIFRANCE may also, if necessary, take all measures resulting from the application of Article
2.6. 
 Each meeting will result in minutes compiled by the Leader that are forwarded to BPIFRANCE for validation. 

C 2 Extraordinary evaluation 

BPIFRANCE reserves the right to evaluate or have evaluated at its expense all or part of the Project by independent assessors selected by it in accordance with
Articles 2.8. 
 These evaluations may take place at any time, subject to prior information of the Leader by BPIFRANCE. At the end of this process, a
Project assessment intended for BPIFRANCE is compiled by the assessors. 
 If there is a on the choice of assessor , persisting beyond a period of [**]
days, the Parties will consult as provided for in Article 2.16.10 below. 

  

	[**]	Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. 









 C 3 Extraordinary Project review 

An extraordinary Project review can be organized at any time, where appropriate at the request of the Leader, on written notice from BPIFRANCE accompanied by
an agenda. An extraordinary Project review can in particular be triggered in the following situations: 
  

	 	•	 	non-approval of work at a Key Milestone; 

  

	 	•	 	an extraordinary assessment showing a difficulty in implementation of the Master Agreement. 

 The extraordinary
Project review is based on the results of available evaluations and any other useful information. 
 During this review, the Leader presents a progress
report and the Project Results; it also presents the solution contemplated to resolve a difficulty with implementation or reports on the implementation of such a solution if it had been previously enacted. 

At the end of this extraordinary review, the minutes of the meeting are compiled by the Leader and passed to BPIFRANCE for validation. 

If BPIFRANCE considers that there is a difficulty with implementation of the Master Agreement, BPIFRANCE will ask the Leader in writing to propose a solution
to resolve this difficulty within a period of [**] working days. If no reasonable solution is offered and accepted by BPIFRANCE within this period, BPIFRANCE will implement appropriate measures under Articles 2.6 or 2.7. 

C 4 - Final Project R&D review 

At the end of the Project’s Industrial Research and Experimental Development phase and within a maximum period of [**] days from the scheduled date for
the last Key Milestone, a final review of the Project Results, recording the end of the Research and Development Project is organized by the Leader, which presents to Bpifrance: 

 

	 	•	 	the assessment of all of the Results of the Industrial Research and Experimental Development work, 

  

	 	•	 	the assessment of the consistency and completeness of these Results in light of the Project’s Industrial Deployment and Marketing objectives. 


 

	 	•	 	Its conclusions on the technical success of the Project. 

 At the request of Bpifrance, or at the initiative of
the Leader, representatives of all or some of the Partners may attend this final review meeting. 
 At the end of the final R&D review, a report is
prepared by the Leader, indicating in particular the level of technical success of the Project by Beneficiary. This document is countersigned by the beneficiaries of Repayable Advances. It forwarded to Bpifrance within a maximum period of [**]
working days from the date of the final review. 
 Bpifrance approves the report within a maximum period of [**] days and will inform the Leader of this. In
case of disagreement Bpifrance may optionally take all measures resulting from the application of sections 2.6 and 2.7. 
 D Technical
failure of the program 
 Should Bpifrance record technical failure of the program in light of the evidence provided by the Beneficiary wishing to
avail themselves of it, Bpifrance and the Beneficiary will meet to assess the impact of this failure on the Financial Return conditions laid down in the corresponding Beneficiary Agreement. 

  

	[**]	Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. 









 2.3 FUNDING PAYMENTS 

Bpifrance will pay Funding under the terms of distribution in Schedule 1 to this Master Agreement, tables 6-1 and 7-1. 

The amounts of Subsidies and Repayable Advances are paid by Bpifrance to each Beneficiary on presentation by the Leader of the project monitoring elements as
stipulated in Article 2.2.1 A of the Master Agreement. However, only those Funding amounts resulting from the summaries of expenditure corresponding to work accepted by Bpifrance, pursuant to the provisions of Article 2.2.1 (b), are paid. 

The summaries of receipted expenses are established by each Beneficiary using the template presented in Schedule 2. They are dated, signed and certified
correct by the legal representative of the Beneficiary and certified by its external auditor, its accountant, its accounting agent or independent auditors, the choice of which is approved by Bpifrance. 

These summary statements of expenses paid for work carried out under the Project are forwarded by the Leader to Bpifrance at Key Milestones as defined in
table 3 of Schedule 1 hereto. 
 The latest summaries of expenditure for payment of the balance of the Funding are accompanied by a declaration of public
Funding received by each Beneficiary for all or part of the Project, regardless of their form and their origin. This declaration must be certified correct by the Beneficiary in question. 

The estimated amount of payments for each Beneficiary is determined in tables 6-1 and 7-1 of Schedule 1 to this Master Agreement: 

 

	 	•	 	the first payment is made after signature of the Master Agreement and lifting of any special conditions. It corresponds to the amount of the estimated expenditure at Key Milestone 1, to which the Funding rate is
applied, 

  

	 	•	 	the following payments are made after each Key Milestone review. The amount actually paid is capped at the estimated amount for the Key Milestone, reduced where applicable by any excesses paid at previous Key
Milestones. The total amount of payments made prior to the last Key Milestone cannot exceed [**]% of the scheduled Funding amount, as Subsidy and/or as Repayable Advance for each Beneficiary. 


 

	 	•	 	final payment of an estimated amount of [**]% of the total Funding amount is made after the Key Milestone and the Project R&D final review, noting the end of the works covered by the Funding and acceptance by
Bpifrance of the elements delivered in accordance with Article 2.2.1 A above, within the limits of the Funding rate in question applied to the accepted total expenditure. 


Payments are subject to the regular situation of the Beneficiary with regard to its tax and social security obligations, and if Bpifrance considers it useful,
presentation of balance sheets, income statement and notes to the financial statements by the Beneficiary if a financial year has ended since the date of the last payment. 

Bpifrance shall be liable for payment of Funding amounts only within the limit of the available payment appropriations made available by the State to manage
the Business Cluster Development Project program. Similarly, Bpifrance will not be liable for any payment to a Beneficiary in the event of failure to fulfill a condition relating to its participation in the Project, or if one of the cases of
repetition has occurred, or in the event of failure by a Beneficiary to comply with its commitments to Bpifrance, resulting from this Master Agreement or other contracts or transactions concluded with Bpifrance. If so, Bpifrance will inform the
Beneficiary of this situation as soon as possible. 

  

	[**]	Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. 









 2.4 FUNDING CHANGES 

Bpifrance can accept Funding changes stipulated in the Master Agreement provided that they ensure continuation of the Project without altering its object and
do not jeopardize the rates and maximum amounts of Funding as defined in Article 1.3. 
 These changes are either presented by the Leader as part of
the monitoring described in Article 2.2.1 or notified to Bpifrance pursuant to Article 2.6.1. 
 Changes between lots from the same Beneficiary are
implemented ipso jure when the financial impact of the change relative to the Calculation Base stipulated at Schedule 1, for each lot, is less than €[**] ([**] euros), cumulative since the last key milestone. The same changes between
€[**] and €[**] inclusive, cumulative since the last key milestone, are submitted for authorization to Bpifrance. 
 In all other cases, and
particularly in the event of a change to the distribution of the Funding among the Beneficiaries, the change is subject to prior agreement by Bpifrance, and gives rise to the establishment of a rider to the Master Agreement and, if applicable, the
Repayable Advance Beneficiary Agreement(s) in question and submission of a rider to the Partnership Agreements. 
 2.5 FINANCIAL RETURN PROCEDURES

 These Financial Returns are compiled taking into account operating forecasts from each Beneficiary of any products or services resulting from the
Project and their actual amount is determined by the degree of commercial success of the Products. 
 Repayment terms are defined in each Repayable Advance
Beneficiary Agreement attached to the Master Agreement and signed between Bpifrance and each of the Beneficiaries concerned and repayments will be made to Bpifrance in accordance with the arrangements specified in each Repayable Advance Beneficiary
Agreement. 
 2.6 CHANGES TO THE PROJECT IN THE RESEARCH AND DEVELOPMENT PHASE 

2.6.1 Change report 
 The Leader agrees, within [**]
working days, to inform Bpifrance by registered letter with acknowledgment of receipt, of any event, regardless of the cause, occurring in the research and development phase of which it becomes aware and the consequence of which would be either:

  

	 	•	 	to change the initial partnership, by the entrance, exit, failure of a partner, by the contribution, merger, transfer, transfer of control, transfer of assets, by a Beneficiary, or failure to fulfill a particular
condition, 

  

	 	•	 	to change the work and/or results expected of the Project, 

  

	 	•	 	to change the object of the Project, 

  

	 	•	 	to interrupt the execution of the Project. Inter alia, it undertakes as such to provide to Bpifrance on the contractually specified dates all evidence of fulfillment of the specific conditions laid down in
article 1.4. 

 This letter will be accompanied by a note indicating the impact of said change(s) on the progress of the project and
propose solutions to remedy the situation thus created. 

  

	[**]	Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. 









 On the basis of these documents, possibly supplemented by all elements that may cast light on the situation,
Bpifrance will the study the impact of the abovementioned changes on the progress of the Project, after acknowledging receipt of the complete case file documents thus transmitted. 

2.6.2 Consequences 
 Within [**] months after this
acknowledgment, Bpifrance will record, in light of the documents provided by the Leader: 
  

	1)	either the possibility to continue the Project without substantial alteration of its object. Bpifrance will establish the conditions for continuation of the work accordingly, and if necessary, adapt the terms for
payment of the Funding and Financial Returns to take account of the new progress of the Project. This decision will be covered by a rider to this Master Agreement and to the Repayable Advance Beneficiary Agreement(s) in question. 


If, in this case, Bpifrance decides to stop the work incumbent on a Beneficiary, the Master Agreement, for the clauses concerning it, and the
corresponding Repayable Advance Beneficiary Agreement will be terminated ipso jure, provided that this decision is not based on one of the events referred to in Article 2.7.1 below. 

 

	2)	or the impossibility of continuing the Project in accordance with its object, given the magnitude of the proposed changes, that may in particular result from non-fulfillment of specific conditions; Bpifrance will
therefore apply the provisions of Article 2.7 below. 

 2.7 STOPPING THE PROJECT IN THE RESEARCH AND DEVELOPMENT PHASE 

If one of the changes referred to in Article 2.6.1 above leads Bpifrance to decide to stop the Project in accordance with the provisions of said article, the
following rules will be applied: 
 2.7.1 Stoppage because of a Beneficiary 

If stopping of the Project results from: 
  

	 	•	 	a unilateral decision being made after a change of control of a Beneficiary within the meaning of Article L 233 - 3 of the French Commercial Code, 


 

	 	•	 	a unilateral decision not motivated by technical, or economic, constraints 

  

	 	•	 	one of the cases referred to in Article 2.13 below. 

 Bpifrance will require ipso jure reimbursement of
the Funding for the sole Beneficiary in question, in accordance with the provisions of Article 2.13 below. 
 2.7.2 Stoppage because of the Partners

 If stopping of the Project results from: 
  

	 	•	 	early termination of the Partnership Agreement(s), 

  

	 	•	 	the decision of the Partners to abandon the project without material and justified reasons. 

 Bpifrance will
require ipso jure reimbursement of the Funding for all Beneficiaries, in accordance with the provisions of Article 2.13 below. 
 2.7.3
Stoppage of the Project for reasons other than those described above 
 In all other cases, this Master Agreement and the Repayable Advance
Beneficiary Agreement(s) will be purely and simply terminated. 

  

	[**]	Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. 









 Funding owed by Bpifrance at the date of termination, will be determined on the basis of the summaries compiled
as at that date, within the limit of the amounts accepted by Bpifrance. 
 This termination will be notified to each recipient by registered letter with
acknowledgment of receipt, as well as the amount of any overpayment noted, payable immediately. 
 A termination rider will then be drawn up for the Master
Agreement and the Repayable Advance Beneficiary Agreement(s), which will enact, especially for the latter, any changes that may take place to the amount of the Funding and Financial Returns. 

2.8 CONTROL AND AUDIT 
 Bpifrance may at any time initiate
audits of the Project, subject to informing the Leader and the Beneficiaries in question, within a period of [**] days before the planned date for the audit. 

The cost of these audits will be borne by Bpifrance. These audits are conducted by an auditor or independent expert appointed by Bpifrance. In this case, the
Beneficiar(y/ies) concerned as well as the Leader are informed of the choice of the appointed auditor. In the event of conflict of interest between the Beneficiar(y/ies) concerned and the auditor, the Beneficiaries in question may request the
appointment of another auditor. 
 The Leader and/or Beneficiaries will make available, on first request by Bpifrance, any document relevant to the audit,
where relevant under confidential cover, as stipulated in Article 2.11, or give access to same for consultation by Bpifrance or by the appointed auditor. 

If the results of the audit show a distortion between the statements of progress of the Project, in support of which payment of the Funding is made, or the
reality of the products and services placed on the market or between reported and actual sales, Bpifrance will be able to apply the measures described in sections 2.12 and 2.13. 

2.9 INDUSTRIAL DEPLOYMENT AND MARKETING MONITORING 
 As
from the effective date of the Master Agreement specified in Article 1.2.2, each Beneficiary of the Repayable Advance will forward to Bpifrance a report of operations no later than [**] months after the end of its financial year. 

This report will include the elements necessary for monitoring the Industrial Deployment of the results of the Project, as well as the marketing of products
and services exploiting the results of the Project. 
 The content of this report, as well as the arrangements for sending it to Bpifrance are specified in
each Repayable Advance Beneficiary Agreement. 
 2.10 INTELLECTUAL PROPERTY 

Beneficiaries must have specified in Partnership Agreements all conditions for protection of earlier contributions and operating rights attached to them both
in the context of the future operations of the Project and should one of the Partners leave the Project early. 
 2.10.1 Protection of the Results

 A - Results not protected by an intellectual property right 

The Leader and the Beneficiaries undertake to implement appropriate measures for the protection of the results not protected by an intellectual property right,
in order to ensure confidentiality. If necessary, they will inform Bpifrance of their decision to make them public. 

  

	[**]	Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. 









 B - Results protected by an intellectual property title 

Should one or more Beneficiaries feel that one or more results constitute or may lead to development of one or more inventions or innovations, the Leader or
the Beneficiaries in question undertake to carry out all appropriate formalities to protect these results (including filing of Industrial Property titles or probationary deposits, etc). 

2.10.2 Intellectual property monitoring 
 Each
Beneficiary undertakes: 
  

	 	•	 	to inform Bpifrance of any claiming of intellectual property title(s), in France and abroad, relating to the results and the products or services output by the Project and not to abandon them without having allowed
Bpifrance to implement the provisions of section 2.10.4 below 

  

	 	•	 	not to proceed with the disposal, assignment, concession, contribution or transfer, directly or indirectly, free of charge, for a consideration or even as a reciprocity of the means necessary either for realization of
the “SIGHT AGAIN” PSPC, especially patents, manufacturing processes, technical results, or for marketing the goods or services of the Project without obtaining the prior consent of Bpifrance, which will ensure that the operations
provided for in this paragraph do not impair execution of this Master Agreement and the Repayable Advance Beneficiary Agreements attached to it, including with regard to Financial Returns clauses, 


 

	 	•	 	to communicate as soon as they are set up all rules for protecting and/or operating intellectual property titles resulting from the Project, as well as any riders concluded between Beneficiaries and/or between
Beneficiaries and third parties. The documents so provided will be subject to the confidentiality requirements laid down in Article 2.11. 


2.10.3 Results developed by non-profit making research organizations 

Beneficiaries using results developed by Beneficiaries having the status of non-profit making research organizations undertake to pay these organizations
compensation, in the form of fees the amount of which will be in line with market conditions. 
 If market conditions should be difficult to identify,
compensation in the form of royalties will cover at least the research and development costs incurred by non-profit making research organization, as stipulated in Schedule 1, table 5-1A, which have achieved successful results. 

2.10.4 Absence of exploitation of intellectual property 

In the absence of exploitation of intellectual property within the [**] years following the end of the R&D period, the Leader and other Beneficiaries may
not, except for justifiable reasons, oppose the exploitation of such intellectual property by a third party presented by Bpifrance, possibly on proposal from the Leader, including licensing concessions. 

In this case, the arrangements for this operation through licensing are subject to negotiation between the Beneficiary in question, Bpifrance and the third
party presented, for the conclusion of an agreement which must specify in particular the financial terms of this commercial exploitation. In this case, Bpifrance may appoint an independent expert to assist in the negotiations and the conclusion of
this agreement. The Beneficiary is then informed of the choice of the expert appointed by Bpifrance and it can recuse itself if this choice leads to a conflict of interests between the Beneficiary and the expert. In this case, the appointment of the
expert will be at the initiative of one of the parties, co-opted by the competent court. 

  

	[**]	Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. 









 2.11 CONFIDENTIALITY 
  

	 	1.	The Parties undertake to observe and enforce the strictest confidentiality with respect to confidential information and take all necessary measures to maintain confidentiality, as regards particularly their permanent or
temporary staff and their subcontractors needing to have knowledge of the Confidential Information, as well as their affiliates. 

  

	 	2.	To this end, the Parties undertake: 

  

	 	•	 	that the confidential information will be protected and kept confidential. 

  

	 	•	 	that the received Confidential Information will be treated with the same degree of care and protection as their own confidential information; 


 

	 	•	 	not to use the confidential information for any purpose other than execution of the project, except to obtain the prior written, express consent of the holder; 


 

	 	•	 	and the Beneficiaries undertake to comply with the “confidentiality” stipulations laid down in the Partnership Agreements. 


If Bpifrance requires the Leader to transfer Confidential Information regarding it and emanating from a Beneficiary, the Confidential Information will be
forwarded directly by the Beneficiary to Bpifrance, on duly justified request from the Leader to the Beneficiary in question and accepted by Bpifrance. Such transfer cannot release the Leader from the obligations it had assumed under
Article 2.1.3. 
 2.12 BREACH OF OBLIGATIONS 
 In
the event of breach of all or part of its obligations by the Leader or one or more Beneficiaries, Bpifrance will give formal warning, by registered letter with acknowledgment of receipt to the Leader and defaulting Beneficiar(y/ies) to remedy this
default within a period of [**] working days from the date of sending the letter and will inform all Beneficiaries of this. 
 After this time, and failing
regularization of the default by the Beneficiar(y/ies) concerned, Bpifrance will pronounce: 
  

	 	•	 	either repetition of the Funding in accordance with the provisions of Article 2.13 below, 

  

	 	•	 	or termination of the Master Agreement and the Repayable Advance Beneficiary Agreement(s), 

  

	 	•	 	or termination of the Beneficiary Agreement(s) in question. 

 On termination in accordance with the provisions
of this article, the Beneficiaries in question may not claim any compensation or damages for this termination. 
 On termination in accordance with the
provisions of this article, Beneficiaries may no longer claim any payment from Bpifrance as from the date of its notification. 
 The Funding amount
payable, if any, prior to the date of sending the registered letter with acknowledgment of receipt mentioned in paragraph 1 above will be adjusted on the basis of the final expense summaries on the date of said letter. 

Only Funding justified and accepted by Bpifrance in accordance with the provisions of Article 2.2.1 will be paid by Bpifrance to the Beneficiaries. 

This termination will be notified to each Beneficiary by registered letter with acknowledgment of receipt, as well as the amount of any overpayment noted,
payable immediately. 

  

	[**]	Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. 









 A termination rider will then be drawn up for the Master Agreement and the Repayable Advance Beneficiary
Agreement(s). The rider to the Repayable Advance Beneficiary Agreement in particular will stipulate the changes to the Financial Returns in order to take account of the Funding actually paid. 

2.13 FUNDING REPETITION 
 This Funding will generate
ipso jure repetition against a Beneficiary in the event of court-ordered liquidation, ceasing to trade, winding up or amicable liquidation, and exclusively for that part of the Funding amount that is assigned to it. 

At the initiative of Bpifrance alone, this Funding will also result in repetition of amounts paid to a Beneficiary in either of the following cases: 

a - failure by the Beneficiary to fulfill any of its obligations under the Master Agreement or the Repayable Advance Beneficiary Agreement,

 b - irregular social and tax obligations, c - inaccurate or misleading statements. 

Immediate repetition will be ipso jure, if Bpifrance requires it and without any court or out of court formalities being necessary, the sum to be paid
then equaling those paid and not refunded in respect of the Funding plus, where applicable, lateness penalties as stipulated at Article 2.16.9. 
 2.14
NO RELOCATION 
 You are reminded that this Funding is granted under Future Investment Program (section: “Business cluster research and development
projects”) and that, as such, among the criteria in the project selection process are included the economic impact of this program for the national territory in terms of added value, particularly in terms of industrial plants and jobs. 

Consequently, the Beneficiary undertakes, until extinction of the obligations hereunder, to inform Bpifrance in advance by registered letter with
acknowledgment of receipt, if possible within [**] days, of any event that may change and or transfer all or part of the production and/or operation of the program outside French territory. 

This letter will be accompanied by a note indicating the impact of said change(s) on the production and operation of the program. 

On the basis of these documents, supplemented where relevant by all elements likely to throw light on it, Bpifrance will study the impact of the
abovementioned changes. 
 Bpifrance will rule, in the light of the documentation provided by the Beneficiary: 

 

	•	 	Either that these changes do not alter substantially and significantly the expected economic impacts, so that the condition relating to the selection criterion set out above can be regarded as fulfilled.


 As necessary, however, Bpifrance may be compelled to redefine and adapt accordingly the terms of payment for Funding and the Financial
Returns. 
 This decision will then be a rider to this agreement. 
  

	•	 	Or that these changes alter substantially and significantly the expected economic impacts, so that the selection criterion condition is no longer fulfilled. 


Consequently, Bpifrance will apply the provisions of article 2.13 above. 

  

	[**]	Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. 









 2.15 WORKS COUNCIL INFORMATION 

When the Funding granted to a Beneficiary in the form of a loan or repayable advance is for an amount greater than €[**] ([**] euros) or a subsidy for an
amount greater than €[**] ([**] euros), said Beneficiary undertakes to inform and consult its Works Council in accordance with the provisions of article - R 2323-7-1 of the Labor Code. The information and consultation must cover the nature,
purpose, amount and conditions of payment of the Funding granted. 
 The Beneficiary to which the provisions of this article apply: 

1) undertakes to keep available for Bpifrance the following supporting documents: 
  

	 	•	 	Works Council convening notices, 

  

	 	•	 	information provided to the Works Council, 

  

	 	•	 	minutes of meetings of said Works Council. 

 2) is informed that recurring or continuing failure to comply with
the above obligations is likely to lead Bpifrance to require the partial or total repayment of the Funding that was paid to it. 
 2.16 MISCELLANEOUS
PROVISIONS 
 2.16.1 Liability 
 The
Beneficiaries are liable for all work and all operations carried out under the Project are with the Beneficiaries liable. As such, Beneficiaries must deal with the risks to which persons, property and the environment might be exposed. Under no
circumstances shall Bpifrance be liable, for any reason whatsoever. 
 2.16.2 Sub-contracting 

Bpifrance shall not interfere in any way in the relationships between Beneficiaries and their sub-contractors; its liability cannot be invoked as such. 

It is, however, specified that where research organizations act as sub-contractors for Beneficiaries, their services will be charged at the market price. For
cases where it is not possible to determine a market price, the price for the service paid by the Beneficiary to the sub-contracting research organization will cover all costs incurred by these agencies in providing their services, plus a reasonable
margin. 
 2.16.3 Nullity 
 If one or more
stipulations of the Master Agreement are held to be invalid or declared as such pursuant to a law, a regulation or following a final ruling by a competent court, the others will continue in full force. 

2.16.4 Headings 
 In case of difficulty of
interpretation between any headings appearing at the head of the clauses and any of these clauses, the titles will be declared non-existent. 
 2.16.5
Assignment 
 The rights resulting from the Master Agreement cannot, under any circumstances, be the subject of a total or partial assignment, for a
consideration or at no charge by any of the Beneficiaries, without the express consent of Bpifrance. 

  

	[**]	Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. 









 2.16.6 Forbearance 

The fact that Bpifrance tolerates a given situation does not grant an acquired right to the Beneficiary of this tolerance. 

Furthermore, the fact that Bpifrance refrains from implementing any of the provisions of this Master Agreement may not be construed as a waiver of such
provision. 
 2.16.7 Effective date - Duration 

The Master Agreement will become effective on its date of signature. 

It remains in effect until receipt by Bpifrance of any amount owed to it under this Master Agreement and/or any Repayable Advance Beneficiary Agreement. 

The confidentiality obligations undertaken by the Parties are limited to the duration of the Master Agreement. 

2.16.8 Advertising 
 Each Beneficiary undertakes to
advertise the participation of the State in the financing of its program, as part of the “Future Investments Program”, in all publications made under the program, and all communication operations related to it. 

Unless there is written opposition in advance from the Beneficiaries, the State and Bpifrance will be able to communicate on the general objectives of the
Project, its imperatives and its results. 
 The Beneficiaries also undertake to participate in operations to grow future investments at the request of the
Commissariat General for Investment or representatives of the State. 
 2.16.9 Information transfer authorization 

The Beneficiaries authorize Bpifrance to transfer to other entities in the Bpifrance Group, as well as to its supervisory ministries and the Commissariat
General for Investment information relating to the Beneficiaries and the program funded under the Project. In general, Bpifrance is authorized by the Beneficiaries to communicate to the European Commission all the information necessary for the
exercise of its control of State funding. “ 
 2.16.10 Lateness penalties 

Any amount, whatever its nature, payable under this Agreement and unpaid on its due date, will be increased by lateness penalties at the rate of [**]% ([**]
per cent) per calendar month of delay. 
 2.16.11 Settlement of disputes 

In the event of a dispute, litigation or any another potential difference on the interpretation or implementation of the Master Agreement, the Parties will
endeavor to reach an amicable settlement. However, if the disagreement persists, the dispute will be submitted to the competent courts of Paris. 

2.16.12 Governing law 
 The Master Agreement is
subject to French law 
 2.16.13 Contractual documents: full consent and changes 

The Master Agreement, as well as all Repayable Advance Beneficiary Agreements and their Schedules form an inseparable whole. 

  

	[**]	Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. 









 The Master Agreement and its Schedules may be subject to substantial changes by a rider signed between the
Parties. 
 One copy hereof is intended for each of the Beneficiaries and the last copy for Bpifrance. 

As all the signatures of the Parties have been collected by Bpifrance, this Agreement was signed, sealed and delivered at Maisons-Alfort, in quadruplicate and
becomes effective on the date of its signature by Bpifrance on [date] 
 For Bpifrance 

 

	
	/s/ Paul-François Fournier

 Paul-François Fournier, 

Executive Director in Charge of Innovation 








	
	For GENSIGHT BIOLOGICS
	
	/s/ Bernard Gilly
	
	     Bernard Gilly

	
	 Chairman and CEO










	
	 For PIXIUM VISION

	
	/s/ Bernard Gilly
	
	     Bernard Gilly

	
	 Chairman and CEO










	
	For the FONDATION VOIR ET ENTENDRE
	
	    /s/ Jean-Charles Pomerol
	
	     Jean-Charles Pomerol

	
	     President









 Schedule 1: Technical and Financial 

Table 1: Beneficiaries of the project: 
   

							
	 Beneficiaries
	  	 Address of the head office
	  	 Place of performance of R & D (if
address different from
that of the
head office)
	  	 SIRET no.

				
	 GenSight Biologics
	  	 89, rue du Faubourg Saint - Antoine
 75011
PARIS
	  	 74, rue du Faubourg Saint - Antoine
 75012
PARIS Cedex
	  	 751 164 757 00021

				
	 Pixium Vision
	  	 Institut de la Vision 13, rue Moreau
 75012
PARIS
	  		  	 538 797 655 00023

				
	 Fondation Voir et Entendre
	  	28, rue de Charenton 75012 PARIS	  	 Institut de la Vision UMR_S 968, CIC
 17, rue
Moreau
 75012 PARIS
	  	498 340 892 00013

   Table 2: Technical description of the project and activities 

[**] 
 Table 3: Key stages of the project, expected results,
and specific conditions for continuation of the project 
   

							
	 Milestones
	  	 Forecast date
	  	Main expected results	  	Specific conditions for continuation
of the project.
These conditions should be
considered satisfactory.
	[**]	  	
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   Table 4: Funding rate proposed by beneficiary partner, as a percentage of expenditure 

 

					
	 Beneficiary
	  	Subsidy rate
(%)	 	Repayable
Advance Rate
(%)
	 GenSight Biologics
	  	[**]	 	[**]
	 Pixium Vision
	  	[**]	 	[**]
	 Fondation Voir et Entendre
	  	[**]	 	

   Expenditure aid selected (in euros) 

Table 5: Forecast expenditure by partner on industrial research (IR) and experimental development (ED), and maximum funding selected in subsidies and
repayable advances. 
   

																					
	 Beneficiaries
	 	 Amount of the
project (in €)
	 	Costs of selected eligible activities
(calculation base in €)	 	Selected maximum funding (in €)	 
	 	 	Industrial research	 	Experimental
development	 	Total	 	Subsidies	 	 	Repayable
Advances	 	 	Total funding	 
								
	 GenSight Biologics
	 	[**]	 	[**]	 	[**]	 	[**]	 	 	1,147,471	  	 	 	5,685,975	  	 	 	6,833,446	  
								
	 Fondation Voir et Entendre
	 	[**]	 	[**]	 	[**]	 	[**]	 	 	[**]	  	 				 	 	[**]	  
								
	 Pixium Vision
	 	[**]	 	[**]	 	[**]	 	[**]	 	 	[**]	  	 	 	[**]	  	 	 	[**]	  
								
	 Grand total
	 	[**]	 	[**]	 	[**]	 	[**]	 	 	[**]	  	 	 	[**]	  	 	 	[**]	  

   Maximum payments by type of funding, by partner and milestone (in euros): 

Table 6: Schedule for maximum payments of subsidies per beneficiary (in euros): 

 

													
	 Beneficiaries
	  	 First payment
	  	Maximum payment in subsidies by key milestone	  	Total
payments in
subsidies
	  	  	EC1	  	EC2	  	EC3	  	EC4	  
							
	 GenSight Biologics
	  	[**]	  	[**]	  		  	[**]	  	[**]	  	[**]
							
	 Fondation Voir et Entendre
	  	[**]	  	[**]	  		  	[**]	  	[**]	  	[**]
							
	 Pixium Vision
	  	[**]	  	[**]	  		  	[**]	  	[**]	  	[**]
							
	 Grand total
	  	[**]	  	[**]	  		  	[**]	  	[**]	  	[**]

   Table 7: Schedule for maximum payment of advances repayable by beneficiary (in euros): 

 

											
	 Beneficiaries
	  	 First payment in
repayable advances
	  	 Maximum payment in repayable advances by key milestone
	  	 Total of

repayable
 advance

payments

	  	  	 EC1
	  	 EC2
	  	 EC3 Balance/E
	  	 C4

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	[**]	Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. 









 Schedule 2: Models 

Model no. 1 - Content of Progress Reports 
 The progress
report contains the following information: 
 [**] 

  

	[**]	Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. 









 Schedule 3: Beneficiaries’ quote 

[**] 

  

	[**]	Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. 









 Schedule 4: Bank account details 

[**] 

  

	[**]	Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. 









 Schedule 5: Indicators 

[**] 

  

	[**]	Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission.