18.

Subsequent Events:

Management has evaluated subsequent events through the date these financial statements were issued. Based on our evaluation, the following disclosures have been made:

License Agreement

On January 29, 2019, the Company amended and restated the following agreements: (i) the License Agreement, dated February 4, 2015, as amended, between the Company and UCL Business, Plc (“UCLB”); (ii) the License Agreement, dated July 28, 2017, as amended, between the Company and UCLB; and (iii) the License Agreement, dated March 15, 2018, between the Company and UCLB to establish new stand-alone license agreements for the following inherited retinal disease programs: (a) achromatopsia (“ACHM”) caused by mutations in CNGB3; (b) ACHM caused by mutations in CNGA3; (c) X-linked retinitis pigmentosa (“XLRP”); and (d) RPE65-mediated IRD.

The Company’s obligation to pay UCLB a share of certain sublicensing revenues, as was provided under the February 4, 2015 agreement, has been removed from each of the stand-alone agreements. Each of the stand-alone agreements now reflects terms substantially similar to those of the March 15, 2018 agreement.

Additionally, the new stand-alone agreement related to CNGB3 provides for the Company to pay UCLB an upfront payment of £1,500,000, or approximately $1,976,000, and issue £1,500,000 of the Company’s ordinary shares.

Collaboration Agreement

On January 30, 2019, (the “Agreement Date”), the Company entered into a Collaboration Agreement with Janssen Pharmaceuticals, Inc. (“Janssen”) for the research, development and commercialization of gene therapies for the treatment of inherited retinal diseases (“IRDs”).

Under the terms of the agreement, the Company will receive a $100 million cash upfront payment. Janssen and the Company will collaborate to develop the Company’s current clinical programs in Retinitis Pigmentosa and two genetic forms of Achromatopsia and Janssen has the exclusive right to commercialize these products globally. The Company will manufacture these products for commercial supply. Janssen will pay 100% of the clinical and commercialization costs of the products and the Company is eligible to receive untiered 20 percent royalties on net sales of products and additional development and commercialization milestones of up to $340 million. In addition, the Company and Janssen have entered into a research collaboration in the area of IRDs, with Janssen paying for the majority of the research costs. Janssen has the right to exclusively license any product coming out of the collaboration at the time of IND. Janssen will then pay 100% of the clinical and commercialization costs for these products and the Company will receive an untiered royalty on net sales in the high teens as well as development milestones. In addition, Janssen and the Company have entered into a manufacturing research collaboration to further develop processes for manufacturing AAV viral vectors in which the costs of the research will be shared.

Private Placement

On February 27, 2018, the Company issued 5,797,102 Ordinary Shares in a private placement for gross proceeds of $80 million, excluding offering costs of approximately $2.6 million. Johnson & Johnson Innovation – JJDC, Inc., the investment arm of Johnson and Johnson, led the offering and purchased 2,898,550 of the Ordinary shares issued on the same terms and conditions as the other investors in the offering.

In connection with the offering, the Company also entered into a registration rights agreement whereby, promptly following the date on which the Company becomes eligible to use a registration statement on Form S-3, but in no event later than July 31, 2019, the Company shall prepare and file a registration statement covering the resale of all of the Registrable Securities, as defined in the agreement. The Company shall use commercially reasonable efforts to have the registration statement declared effective as soon as practicable. If the registration statement is not declared effective prior to the 120th day after July 31, 2019 (or the 150th day if the Securities and Exchange Commission reviews such registration statement), then the Company will make pro rata payments in cash to each investor then holding Registrable Securities, as liquidated damages, in an amount equal to 1% of the aggregate amount invested by such investor for each thirty (30)-day period or pro rata for any portion thereof following the date by which such registration statement should have been effective.