Exhibit 10.2
| [**] | 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-OO
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 laDemi-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”).
BACKGROUND
WHEREAS, the Parties entered into a partnership agreement No. 012174-1NOHL-OO on February 1, 2013 (the “Partnership Agreement”);
WHEREAS, the Parties agree to conclude Project Addenda in separate written contract to perform a given R&D Project; each Project Addendum shall (i) set forth the specific conditions applicable to the corresponding R&D Project; and (ii) contain the corresponding R&D Project Program as well as a list of the Parties’ respective Pre-Existing Know-How necessary or helpful for carrying out the corresponding R&D Project;
WHEREAS, the Parties agreed on a Research Program around the Leber’s Hereditary Optic Neuropathy (“LHON”) program and wish to execute this Project Addendum 1 to agree on the specific conditions of this Research Program;
NOW THEREFORE, in consideration of the mutual covenants, conditions and undertakings herein contained, the Parties agree as follows:
| | 1. | OBJECT OF THIS PROJECT ADDENDUM 1 |
The Parties agree on the conditions of the LHON Research Program described in Exhibit 2Ahere-attached.
This Project Addendum 1 enters into force on the Project Addendum 1 Effective Date for the duration of the LHON Research Program.
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| | 3. | INTANGIBILITY OF UNMODIFIED CLAUSES |
All the terms and conditions of the Partnership Agreement that have not been modified by and that are not in contradiction to this Project Addendum 1 shall apply. Capitalized terms used in this Project Addendum 1 and not otherwise defined shall have the meaning ascribed to such terms in the Partnership Agreement. As of the Project Addendum 1 Effective Date, any reference to the Project Addendum 1 shall be deemed a reference to the Partnership Agreement as amended by this Project Addendum 1.
IN WITNESS WHEREOF, the Parties have caused their duly authorized representatives to execute this Agreement.
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| Gensight Biologics SA | | | | Genethon |
| /s/ Bernard Gilly | | | | /s/ Frédéric Revah |
| Title: CEO | | | | Title: CEO |
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EXHIBIT 2A
LHON Project Addendum
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APPENDIX 1 of LHON Project Addendum
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APPENDIX 2 of LHON Project Addendum: FORECASTED LHON PRODUCTION REQUIREMENTS
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NOHL Project Addendum Appendix 3: CLINICAL DEVELOPMENT PLAN
AGREED TIMELINES ON 18 APRIL 2013
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| Version dated 18 April 2013 | | |
| [**] | Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. |
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