The following discussion and analysis provides an overview of our financial
condition as of December 31, 2020 and our results of operations for the three
and six months ended December 31, 2020 and 2019. This discussion should be read
in conjunction with the Unaudited Condensed Financial Statements and related
notes included in this Quarterly Report on Form 10-Q, as well as our Annual
Report on Form 10-K for the year ended June 30, 2020 (the "2020 Form 10-K"). In
addition to historical financial information, the following discussion contains
forward-looking statements that reflect our plans, estimates and beliefs. Our
actual results could differ materially from those discussed in the
forward-looking statements. Factors that could cause or contribute to these
differences include those discussed below under the heading "Risk Factors" in
Part II, Item 1A, and elsewhere in this report, as well as those set forth in
Part I, Item 1A, "Risk Factors," of the 2020 Form 10-K. Forward-looking
statements include information concerning our possible or assumed future results
of operations, including results and timing of our clinical trials and planned
clinical trials, business strategies and operations, financing plans, potential
growth opportunities, potential market opportunities and the effects of
competition, as well as assumptions relating to the foregoing. Forward-looking
statements include all statements that are not historical facts and can be
identified by terms such as "anticipates," "believes," "could," "seeks,"
"estimates," "expects," "hopes," "intends," "may," "plans," "potential,"
"predicts," "projects," "should," "will," "would" or similar expressions and the
negatives of those terms. Given these uncertainties, you should not place undue
reliance on these forward-looking statements. Also, forward-looking statements
represent our management's plans, estimates, assumptions and beliefs only as of
the date of this report. Except as required by law, we assume no obligation to
update these forward-looking statements publicly or to update the reasons actual
results could differ materially from those anticipated in these forward-looking
statements, even if new information becomes available in the future.

As used herein, except as otherwise indicated by context, references to "we," "us," "our," "AGTC" or the "Company" refer to Applied Genetic Technologies Corporation.

Overview



We are a clinical-stage biotechnology company that uses a proprietary gene
therapy platform to develop transformational genetic therapies for patients
suffering from rare and debilitating diseases. Our initial focus is in the field
of ophthalmology, where we have active clinical
programs in X-linked retinitis pigmentosa ("XLRP"), achromatopsia ("ACHM"), and
optogenetics as well as preclinical programs in Stargardt
disease and age-related macular degeneration ("AMD"). In addition to
ophthalmology, we have initiated one preclinical program in otology and three
preclinical programs targeting central nervous system disorders ("CNS"),
including adrenoleukodystrophy ("ALD"), frontotemporal dementia ("FTD") and
amyotrophic lateral sclerosis ("ALS"). Our optogenetics program is being
developed in collaboration with Bionic Sight, LLC ("Bionic Sight") and our
otology program is being developed in collaboration with Otonomy, Inc.
("Otonomy"). With a number of important clinical milestones on the horizon, we
believe that we are well positioned to advance multiple programs toward pivotal
studies. In addition to our product pipeline, we have also developed broad
technological and manufacturing capabilities utilizing both our internal
scientific resources and collaborations with others, such as our efforts with
Synpromics Limited, which was acquired by AskBio and provides expertise in
synthetic promoter development and optimization, and the University of Florida,
which provides us with expertise in vector design and access to novel capsids.

Since our inception, we have devoted substantially all of our resources to
development efforts relating to our proof-of-concept programs in ophthalmology,
otology, CNS, and alpha-1 antitrypsin deficiency,an inherited orphan lung
disease, including manufacturing product in compliance with good manufacturing
practices, preparing to conduct and conducting clinical trials of our product
candidates, providing general and administrative support for these operations
and protecting our intellectual property. We do not have any products approved
for sale and have not generated any revenue from product sales. We have funded
our operations to date primarily through public offering of our common stock,
private placement of preferred stock, collateralized borrowing and
collaborations. We have also been the recipient, either independently or with
our collaborators, of grant funding administered through federal, state, and
local governments and agencies, including the United States Food and Drug
Administration, or the FDA, and by patient advocacy groups such as The
Foundation Fighting Blindness and the Alpha-1 Foundation.

We have incurred losses from operations in each year since inception, except for
fiscal year 2017, wherein we reported net income of $0.4 million due, in part,
to profits from a collaboration agreement that was ultimately terminated in
March 2019. For the six months ended December 31, 2020 and 2019, we reported net
losses of $30.8 million and $20.2 million, respectively. Substantially all of
our net losses resulted from costs incurred in connection with our research and
development programs and general and administrative expenses associated with our
operations. We expect to continue to incur significant operating expenses for at
least the next several years and anticipate that such expenses will increase
substantially in connection with our ongoing activities as we:



    •     continue to conduct preclinical studies and clinical trials for our XLRP
          and ACHM product candidates and preclinical studies for our other
          ophthalmology, otology and CNS product candidates;




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• continue our research and development efforts, including exploration


          through early preclinical studies of potential applications of our gene
          therapy platform in:




  •   orphan ophthalmology indications;




• non-orphan ophthalmology indications, including AMD and other retinal


             diseases; and




  •   other inherited diseases, such as otology and CNS indications;




    •     manufacture clinical trial materials and develop larger-scale
          manufacturing capabilities;




  •   seek regulatory approval for our product candidates;




  •   further develop our gene therapy platform;




    •     add personnel to support our scientific, collaboration, product
          development and commercialization efforts; and




  •   continue to operate as a public company.


As of December 31, 2020, we had cash and cash equivalents and liquid investments
totaling $53.1 million. We do not expect to generate revenue from product sales
unless and until we successfully complete development and obtain regulatory
approval for one or more of our product candidates, which we expect will take a
number of years and which we believe is subject to significant uncertainty. We
believe that our cash and cash equivalents and investments on December 31, 2020,
along with net proceeds of approximately $69.2 million that we received in
February 2021 from the underwritten public offering that is described below
under "Recent Developments," will be sufficient to allow us to generate data
from our ongoing and planned clinical programs and fund currently planned
research and discovery programs into calendar year 2023. In order to complete
the XLRP Phase 2/3 trial, obtain regulatory approval for our lead product
candidates and build the sales, marketing and distribution infrastructure that
we believe will be necessary to commercialize our lead product candidates, if
approved, we will require substantial additional funding. Also, our current
operating plan may change as a result of many factors currently unknown to us,
and we may need to seek additional funds sooner than planned, through public or
private equity or debt financings, government or other third-party funding,
marketing and distribution arrangements and other collaborations, strategic
alliances and licensing arrangements, acquisitions or other business development
activities, or a combination of these approaches. However, we may be unable to
raise additional funds or enter into such other arrangements when needed on
favorable terms or at all. Our failure to raise capital or enter into such other
arrangements as and when needed would have a negative impact on our financial
condition and our ability to develop our product candidates and continue our
research and development efforts.

Recent Developments

XLRP



In July 2020, we announced our updated development plans for the XLRP clinical
program, including the dosing of additional patients in our current Phase 1/2
trial to collect more functional data, which expansion trial we refer to as
Skyline, and a Phase 2/3 trial, which we refer to as our XLRP Vista trial.

In November 2020, we announced a modification to the primary endpoint for our
XLRP Vista trial based on comments received from the FDA. The design of our XLRP
Vista trial is expected to include approximately 60 patients randomized across
three arms: a low-dose group (the 1.2E+11 vg/mL Group 2 dose from the ongoing
Phase 1/2 trial), a high-dose group (the 1.1E+12 vg/mL Group 5 dose from the
ongoing Phase 1/2 trial) and an untreated control group. The primary endpoint
will be visual sensitivity defined as having at least a 7 decibel improvement in
visual sensitivity in at least 5 pre-specified loci at Month 12. Together with a
third-party vendor, we have developed a machine learning algorithm that, on
a patient-by-patient basis, predicts the loci most likely to improve through
evaluation of baseline visual sensitivity. The algorithm was developed using the
microperimetry data available to date from the Phase 1/2 dose escalation study.
Secondary endpoints include mean change in visual sensitivity, improvements in
visual acuity and improvements in performance on a visual navigation course. We
also plan to include a masked interim analysis at Month 6, with that data
expected to be released in the third quarter of calendar year 2022, which may
provide us with the opportunity to adjust the trial, if necessary, to optimize
outcomes.

In November 2020, we also provided additional data from our XLRP Phase 1/2 trial
that indicated 2 of 8 evaluable centrally dosed patients in Groups 2 and 4 were
responders at Month 12. A third patient, who was a responder at Month 6, fell
just below the responder criterion. All eight evaluable patients also showed
stable or improving visual acuity. In addition, we provided six-month data for
the 11 centrally dosed patients in Groups 5 and 6 and reported that 5 of 11
patients were responders at Month 6. Nine of these patients also had stable or
improving visual acuity. If we apply the planned XLRP Vista trial inclusion
criteria, 3 of the 11 patients in Groups 5 and 6 would be removed from the
analysis, and 5 of 8 patients, or 62%, would be considered responders. We do not
currently have a complete set of Month 12 data available nor do we have a
control arm in the Phase 1/2 trial, both of which will be part of our planned
XLRP Vista trial and necessary to evaluate efficacy. We expect to
report 12-month data for Groups 5 and 6 in the second quarter of calendar year
2021.



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As part of the Skyline trial, we intend to dose a total of 12 additional
patients across two dose groups. The Skyline trial is intended to evaluate the
correlation of a new mobility navigation course developed for use with retinitis
pigmentosa patients, with the primary endpoint of visual sensitivity
at pre-specified loci, providing such data within the earliest timeframe. This
trial will have the same overall design as the XLRP Vista trial and we expect to
review 3-month data from the Skyline trial in the fourth quarter of calendar
year 2021, subject to delays related to the COVID-19 pandemic. We anticipate
reporting our formal Month 12 analysis of these data in the third quarter of
calendar year 2022.

ACHM

In January 2020, we provided 3-month ACHM data indicating evidence of biologic
activity in the dose escalation portions in both our ACHMB3 and ACHMA3 trials,
based on improvements in light discomfort. In November 2020, we
provided 12-month data for the original three dose groups (low, medium and
high), as well as 6- to 9-month data at two higher dose groups (higher and
highest dose groups). The ACHMB3 trial included an additional group of four
patients at an intermediate dose with 12-month data. In addition, we provided
data for six pediatric subjects (three in each study; 11-17 years old) at the
first of three planned dose levels. Across all patients evaluated, the safety
profile remained favorable. While some patients showed improvements in at least
one measure of visual function, no consistent sustained improvements were
observed based on current assessments within the dose groups tested on a
groupwise basis. Anecdotal statements, however, and assessments from
patient-reported outcome surveys continued to provide us with confidence that
patients were subjectively experiencing improved vision.

In January 2021, we reported results based on a patient-by-patient analysis of
data from both ACHMB3 and ACHMA3 trials. For ACHMB3, this consisted
of 12-month data from 15 patients, 9-month data from five patients, 6-month data
from three patients and 3-month data from three patients for a total of 26
patients across all dose groups. These results reflect a further analysis of
certain data discussed in November 2020 together with new data that became
available in January 2021. Seven of the 16 patients in the three highest dose
groups in the ACHMB3 trial showed improvements in visual sensitivity in the
treated area, as measured by static perimetry. No consistent results were seen
in the other dose groups. In a subset of these patients with evaluable
multi-focal electroretinograms ("ERG"), improvements in electrical signaling
were measurable in the same treated area.

For ACHMA3, the new data analysis consisted of 12-month data from 10
patients, 9-month data from four patients, 6-month data from one patient and 2
or 3-month data from three patients for a total of 18 patients across five dose
groups. One additional patient did not have evaluable data. In the 16 patients
in the four highest dose groups, three patients showed improvements in visual
sensitivity in the treated area, as measured by static perimetry. No consistent
results were seen in other dose groups. None of these three patients with
improvements in visual sensitivity had evaluable ERGs.

We currently plan to focus on completion of enrollment of pediatric patients in
the two highest dose groups in our ACHMB3 and ACHMA3 trials. Our progress was
previously hampered by the COVID-19 pandemic, but patients are now being
identified and scheduled for screening at multiple sites. In addition, we have
amended the study protocol for these trials to allow enrollment of patients as
young as 4 years of age and to include both functional magnetic resonance
imaging ("fMRI") and improved color brightness tests. We are hopeful that these
changes, combined with longer follow-up times, will add to the developing body
of evidence and support the anecdotal patient-reported outcomes. We expect to
report 12-month data from the adult patients in both trials in second quarter of
calendar year 2021, and preliminary 3-month data from the pediatric patients in
both trials are anticipated in the fourth quarter of calendar year 2021.

Underwritten Public Offering



On February 1, 2021, we closed an underwritten public offering of 16,741,573
shares of our common stock, together with accompanying warrants to purchase
8,370,786 shares of our common stock. The combined offering price of each share
of common stock and accompanying warrant was $4.45, generating gross proceeds of
$74.5 million, before deducting underwriting discounts, commissions and other
offering expenses payable by us, which total approximately $5.3 million. The
warrants may only be exercised in integral multiples of two, have an exercise
price of $6.00 per share (subject to certain adjustments), are immediately
exercisable and expire on February 1, 2026.

We intend to use the net proceeds from the offering, together with other
available funds, to fund our ongoing Skyline trial and XLRP Vista trial and our
ongoing Phase 1/2 clinical trials in our ACHMB3 and ACHMA3 programs, and for
working capital and other general corporate purposes.



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Strategic Collaborations

Bionic Sight

During February 2017, we entered into a strategic research and development
collaboration agreement with Bionic Sight to develop therapies for patients with
visual deficits and blindness due to retinal disease. Through the AGTC-Bionic
Sight collaboration, the companies seek to develop a new optogenetic therapy
that leverages AGTC's deep experience in gene therapy and ophthalmology and
Bionic Sight's innovative neuro-prosthetic device and algorithm for retinal
coding. The collaboration agreement grants to us, subject to achievement by
Bionic Sight of certain development milestones, an option to exclusively
negotiate for a limited period of time to acquire (i) a majority equity interest
in Bionic Sight, (ii) the Bionic Sight assets to which the collaboration
agreement relates or (iii) an exclusive license with respect to the product to
which the collaboration agreement relates.

Otonomy



In October 2019, we entered into a strategic collaboration agreement with
Otonomy to co-develop and co-commercialize an AAV-based gene therapy to restore
hearing in patients with sensorineural hearing loss caused by a mutation in the
gap junction protein beta 2 gene (GJB2) - the most common cause of congenital
hearing loss. Mutations in GJB2 account for approximately 30% of all genetic
hearing loss cases. Patients with this mutation
can have severe-to-profound deafness in both ears that is identified in
screening tests routinely performed in newborns. Under the collaboration
agreement, the parties began equally sharing the program costs and proceeds in
January 2020 and can include additional genetic hearing loss targets in the
future.

Additional information regarding the Bionic Sight and Otonomy collaborative agreements can be found in Note 7 to the Unaudited Condensed Financial Statements included in this Quarterly Report on Form 10-Q.

Critical Accounting Policies and Estimates



Management's Discussion and Analysis of Financial Condition and Results of
Operations included in this Quarterly Report on Form 10-Q is based on our
financial statements, which have been prepared in accordance with U.S. generally
accepted accounting principles for interim financial information and the
instructions to Form 10-Q and Article 8 of Regulation S-X. The preparation of
those financial statements requires us to make estimates and judgments that
affect the reported amounts of assets, liabilities, revenue and expenses and the
disclosure of contingent assets and liabilities in our financial statements. On
an ongoing basis, we evaluate our estimates, judgments and methodologies,
including those related to accrued expenses and share-based compensation. We
base our estimates on historical experience, current conditions, known trends
and events, and various other factors that are believed to be reasonable under
the circumstances, the results of which form the basis for making judgments
about the carrying values of assets and liabilities that are not readily
apparent from other sources. Actual results may differ from our estimates under
different assumptions or conditions. Moreover, we may need to change the
assumptions underlying our estimates due to risks and uncertainties related to
the COVID-19 pandemic or otherwise and those changes could have a material
adverse effect on our statements of operations, financial condition and cash
flows.

During the six months ended December 31, 2020, there were no significant changes to our critical accounting policies and estimates. For a description of our accounting policies that, in our opinion, involve the most significant application of judgment or involve complex estimation and which could, if different judgments or estimates were made, materially affect our reported results of operations, financial position and cash flows, see "Management's Discussion and Analysis of Financial Condition and Results of Operations-Critical Accounting Policies and Estimates" in the 2020 Form 10-K.

New Accounting Pronouncements

Refer to Note 2 to the Unaudited Condensed Financial Statements included in this Quarterly Report on Form 10-Q for further information about recently issued accounting standards.



Financial Operations Review

Revenue

We primarily generate revenue through: (i) collaboration agreements;
(ii) sponsored research arrangements with nonprofit organizations for the
development and commercialization of product candidates; and (iii) federal
research and development grant programs. However, we did not recognize any
revenue during the three and six months ended December 31, 2020. In the future,
we may generate revenue from product sales (if any products are approved),
license fees, milestone payments, development services, research and development
grants, or from collaboration and royalty payments for the sales of products
developed under licenses of our intellectual property.



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We expect that any revenue we generate will fluctuate from quarter to quarter as
a result of the timing and amount of license fees, research and development
programs, manufacturing efforts and reimbursements, collaboration milestone
payments, and the sale of our products, to the extent that any are approved and
successfully commercialized. We do not expect to generate revenue from product
sales for the foreseeable future, if at all. If we or our collaborators fail to
complete the development of our product candidates in a timely manner or obtain
regulatory approval for them, our ability to generate future revenue, our
results of operations, financial position and cash flows would be materially
adversely affected.

Research and development expenses

Research and development expenses consist primarily of costs incurred for the development of our product candidates, which include:





    •     employee-related expenses, including salaries, benefits, travel and
          share-based compensation expense;




    •     expenses incurred under agreements with academic research centers,
          contract research organizations, or CROs, and investigative sites that
          conduct our clinical trials;




  •   license and sublicense fees and collaboration expenses;




    •     the cost of acquiring, developing and manufacturing clinical trial
          materials; and



• facilities, depreciation and other expenses, which include direct and

allocated expenses for rent and maintenance of facilities, insurance and

other supplies.




Research and development costs are expensed as incurred. Costs for certain
development activities are recognized based on an evaluation of the progress
toward completion of specific tasks, using information and data provided to us
by our vendors and our clinical sites.

We cannot determine with certainty the duration and completion costs of the
current or future clinical trials of our product candidates or if, when, or to
what extent we will generate revenue from the commercialization and sale of any
of our product candidates that obtain regulatory approval. We may never succeed
in achieving regulatory approval for any of our product candidates. The
duration, costs and timing of clinical trials and development of our product
candidates will depend on a variety of factors, including:



    •     the scope, rate of progress and expense of our ongoing clinical trials,
          as well as any additional clinical trials that we are required to, or

decide to, initiate and other research and development activities;






    •     the timing and level of activity as determined by us or jointly with our
          partners;




  •   the level of funding, if any, received from our partners;




  •   whether or not we elect to cost share with our collaborators;




  •   the countries in which trials are conducted;




  •   future clinical trial results;




    •     uncertainties in clinical trial enrollment rates or drop-out or
          discontinuation rates of patients;



• potential additional safety monitoring or other studies requested by


          regulatory agencies or elected as best practice by us;



• increased cost and delay associated with manufacturing or testing issues,


          including ongoing quality assurance, qualifying new vendors and
          developing in-house capabilities;




  •   significant and changing government regulation; and




  •   the timing and receipt of any regulatory approvals.


A change in the outcome of any of these variables with respect to the
development of a product candidate could mean a significant change in the costs
and timing associated with the development of that product candidate. For
example, if the FDA, or another regulatory authority were to require us to
conduct clinical trials beyond those that we currently anticipate will be
required for the completion of clinical development of a product candidate or if
we experience significant delays in enrollment in or execution of any of our
clinical trials, which could be adversely impacted by the COVID-19 pandemic, we
could be required to expend significant additional financial resources and time
on the completion of clinical development.



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From our inception and through December 31, 2020, we have incurred approximately
$261.6 million in research and development expenses. We expect our research and
development expenses to increase for the foreseeable future as we continue the
development of our product candidates and explore potential applications of our
gene therapy platform in other indications.

General and administrative expenses



General and administrative expenses primarily consist of salaries and related
costs for personnel, including share-based compensation and travel expenses for
our employees in executive, operational, legal, business development, finance
and human resource functions. Other general and administrative expenses include
costs to support employee training and development, board of directors' costs,
depreciation, insurance, facility-related costs not otherwise included in
research and development expenses, professional fees for legal services,
including patent-related expenses, and accounting, investor relations, corporate
communications and information technology services. We anticipate that our
general and administrative expenses will continue to increase in the future as
we hire additional employees to support our continued research and development
efforts, collaboration arrangements, and the potential commercialization of our
product candidates. Additionally, if and when we believe that regulatory
approval of our first product candidate appears likely, we anticipate an
increase in payroll and related expenses as a result of our preparation for
commercial operations, especially as it relates to the sales and marketing of
our product candidates.

Investment income, net

Investment income, net consists of interest earned on cash and cash equivalents
and held-to-maturity investments in debt securities. During the three and six
months ended December 31, 2020, investment income, net declined by $0.3 million
and $0.7 million, respectively, when compared to the comparable periods in the
prior year. The reduction in investment income, net during 2020 was primarily
due to lower interest rates in the marketplace and a smaller average
year-over-year balance of investments in debt securities.

Interest expense



Interest expense during the three and six months ended December 31, 2020 was
primarily attributable to the loan agreement that we entered into on June 30,
2020.

Provision for income taxes

Income tax expense for the three and six months ended December 31, 2020 was
$20,000 and $41,000, respectively, compared to $21,000 and $42,000 for the three
and six months ended December 31, 2019, respectively. During those periods,
income tax expense was primarily due to estimated interest and penalties on our
uncertain tax positions.

Results of Operations

Comparison of the three months ended December 31, 2020 and 2019

Revenue



During the three months ended December 31, 2019, we recognized total revenue of
$2.5 million. We did not recognize any revenue during the three months ended
December 31, 2020.

In December 2019, Bionic Sight met a milestone related to clearance of filing of
an Investigational New Drug application under its collaboration agreement with
us and, as a result, we recognized $2.2 million of non-cash collaboration
revenue during the three months ended December 31, 2019 in connection
with in-kind contributions made since inception of the Bionic Sight
collaboration agreement. Additional information regarding the Bionic Sight
collaborative agreement can be found in Note 7 to the Unaudited Condensed
Financial Statements included in this Quarterly Report on Form 10-Q. During the
three months ended December 31, 2019, we also recorded $0.2 million and
$0.1 million of grant revenue and other milestone revenue, respectively.



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Research and development expenses

The table below summarizes our research and development expenses by product candidate or program for the periods indicated.





                                                  Three Months
                                               Ended December 31,           Increase         % Increase
In thousands                                   2020           2019         (Decrease)        (Decrease)
External research and development
expenses:
XLRP                                        $    4,869      $    799      $      4,070              >100 %
ACHM                                             1,212         2,142              (930 )             (43 )%
XLRS                                                59           221              (162 )             (73 )%
Research and discovery programs                    516           483                33                 7 %

Total external research and development
expenses                                         6,656         3,645             3,011                83 %

Internal research and development
expenses:
Employee-related costs                           3,193         2,830               363                13 %
Share-based compensation                           269           312               (43 )             (14 )%
Other                                            1,693         1,588               105                 7 %

Total internal research and development
expenses                                         5,155         4,730               425                 9 %

Total research and development expenses $ 11,811 $ 8,375 $

      3,436                41 %



External research and development expenses consist of collaboration, licensing,
manufacturing, testing and other miscellaneous costs that are directly
attributable to our most advanced product candidates and discovery programs. We
do not allocate personnel-related costs, including share-based compensation,
costs associated with broad technology platform improvements or other indirect
costs, to specific programs, as they are deployed across multiple projects under
development and, as such, are separately classified as internal research and
development expenses in the table above.

Research and development expenses for the three months ended December 31, 2020 and 2019 were $11.8 million and $8.4 million, respectively, an increase of $3.4 million, or 41%. Such increase was primarily attributable to:

$4.1 million of increased external spending for our XLRP trials due to

our planned manufacturing, clinical site preparation and other activities


          related to our Skyline trial and XLRP Vista trial; and



$0.4 million of increased internal spending for employee-related costs


          due to a slightly higher 2020 research and development headcount when
          compared to the prior year, annual salary increases and certain employee
          incentive costs.


Such increases were partially offset by a $0.9 million decrease in external
spending for our ACHM trials and a $0.2 million decrease in expenses in
connection with the wind-down of our X-linked retinoschisis, or XLRS, program.
The decrease in ACHM expenses was primarily due to reduced patient enrollment,
patient visits and new site activations during the 2020 period when compared to
the prior year, all of which reduce our overall clinical programs costs,
partially offset by incremental expenses for our mobile vision center.

General and administrative expenses



The table below summarizes our general and administrative and other expenses for
the periods indicated.



                                                  Three Months
                                               Ended December 31,           Increase         % Increase
In thousands                                   2020           2019         (Decrease)        (Decrease)
Employee-related costs                      $    1,195      $  1,342      $       (147 )             (11 )%
Share-based compensation                           355           376               (21 )              (6 )%
Legal and professional fees                        365            73               292              >100 %
Other                                            1,389         1,217               172                14 %

Total general and administrative and
other expenses                              $    3,304      $  3,008      $        296                10 %





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General and administrative and other expenses for the three months ended
December 31, 2020 and 2019 were $3.3 million and $3.0 million, respectively, an
increase of $0.3 million, or 10%. Such increase was primarily due to higher
legal fees during the 2020 period resulting from expanded use of outside legal
counsel following certain personnel changes, partially offset by a reduction in
employee-related costs of $0.1 million that resulted from a slightly lower 2020
headcount when compared to the prior year.

Comparison of the six months ended December 31, 2020 and 2019

Revenue



See above under "Results of Operations - Comparison of the three months ended
December 31, 2020 and 2019 - Revenue," for a discussion of our revenue during
the six-month periods, which was the same as the corresponding three-month
periods.

Research and development expenses

The table below summarizes our research and development expenses by product candidate or program for the periods indicated.





                                                   Six Months
                                               Ended December 31,           Increase         % Increase
In thousands                                   2020           2019         (Decrease)        (Decrease)
External research and development
expenses:
XLRP                                        $    8,729      $  1,571      $      7,158              >100 %
ACHM                                             2,850         3,406              (556 )             (16 )%
XLRS                                               152           440              (288 )             (65 )%
Research and discovery programs                  1,017         1,114               (97 )              (9 )%

Total external research and development
expenses                                        12,748         6,531             6,217                95 %

Internal research and development
expenses:
Employee-related costs                           6,415         6,294               121                 2 %
Share-based compensation                           586           675               (89 )             (13 )%
Other                                            3,688         3,517               171                 5 %

Total internal research and development
expenses                                        10,689        10,486               203                 2 %

Total research and development expenses $ 23,437 $ 17,017 $

      6,420                38 %



Research and development expenses for the six months ended December 31, 2020 and
2019 were $23.4 million and $17.0 million, respectively, an increase of
$6.4 million, or 38%. Such increase was primarily attributable to $7.2 million
of increased external spending for our XLRP trials due to our planned
manufacturing, clinical site preparation and other activities related to our
Skyline trial and XLRP Vista trial. Such increase was partially offset by a
$0.6 million decrease in external spending for our ACHM trials and a
$0.3 million decrease in expenses in connection with the wind-down of our XLRS
program. The decrease in ACHM expenses was primarily due to reduced patient
enrollment, patient visits and new site activations during the 2020 period when
compared to the prior year, all of which reduce our overall clinical programs
costs, partially offset by incremental expenses for our mobile vision center.

General and administrative expenses



The table below summarizes our general and administrative and other expenses for
the periods indicated.



                                                   Six Months
                                               Ended December 31,           Increase         % Increase
In thousands                                   2020           2019         (Decrease)        (Decrease)
Employee-related costs                      $    2,434      $  2,737      $       (303 )             (11 )%
Share-based compensation                           684           824              (140 )             (17 )%
Legal and professional fees                        909           233               676              >100 %
Other                                            2,713         2,562               151                 6 %

Total general and administrative and
other expenses                              $    6,740      $  6,356      $        384                 6 %



General and administrative and other expenses for the six months ended
December 31, 2020 and 2019 were $6.7 million and $6.4 million, respectively, an
increase of $0.4 million, or 6%. Such increase was primarily due to higher legal
fees during the 2020 period resulting from expanded use of outside legal counsel
following certain personnel changes, partially offset by a reduction in
employee-related costs of $0.3 million that resulted from a slightly lower 2020
headcount when compared to the prior year.



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Liquidity and Capital Resources



We have incurred cumulative losses and negative cash flows from operations since
our inception and, as of December 31, 2020, we had an accumulated deficit of
$212.3 million. It will be several years, if ever, before we have a product
candidate ready for commercialization. We expect that our research and
development and general and administrative expenses will continue to increase
and, as a result, we anticipate that we will require additional capital to fund
our operations, which we may raise through a combination of equity offerings,
debt financings, other third-party funding, marketing and distribution
arrangements and other collaborations, strategic alliances and licensing
arrangements. Most recently, the Company received: (i) $34.8 million of proceeds
from the issuance of its common stock, net of issuance costs, in February 2020;
(ii) $9.9 million of loan proceeds, net of debt discounts, in June 2020; and
(iii) net proceeds of approximately $69.2 million in February 2021 from the
underwritten public offering that is described above under "Recent
Developments."

We are closely monitoring ongoing developments in connection with the COVID-19 pandemic, which may negatively impact our projected cash position and access to capital. We will continue to assess our cash position and, if circumstances warrant, make appropriate adjustments to our operating plan.



Cash in excess of immediate requirements is invested in accordance with our
investment policy, which primarily seeks to maintain adequate liquidity and
preserve capital by generally limiting investments to certificates of deposit
and investment-grade debt securities that mature within twelve months. As of
December 31, 2020, our cash and cash equivalents were held in bank accounts and
money market funds, while our investments consisted of U.S. Treasury securities,
none of which mature more than twelve months after the balance sheet date,
consistent with our investment policy that seeks to maintain adequate liquidity
and preserve capital.

Cash flows

The table below sets forth the primary sources and uses of cash for the periods
indicated.



                                                    Six Months                                    %
                                                Ended December 31,           Increase         Increase
In thousands                                   2020           2019          (Decrease)       (Decrease)
Net cash provided by (used in):
Operating activities                         $ (26,308 )    $ (19,036 )    $     (7,272 )            (38 )%
Investing activities                             7,027         10,400            (3,373 )            (32 )%
Financing activities                               (74 )            9               (83 )          >(100 )%

Net decrease in cash and cash equivalents $ (19,355 ) $ (8,627 ) $ (10,728 ) >(100 )%





Operating activities. For both the six months ended December 31, 2020 and 2019,
cash used in operating activities was primarily the result of research and
development and general and administrative expenses incurred in conducting
normal business operations. Specifically, the cash used in operating activities
of $26.3 million during the six months ended December 31, 2020 was due to a net
loss of $30.8 million, partially offset by non-cash items in our statement of
operations of $2.4 million and favorable changes in our operating assets and
liabilities of $2.1 million. The cash used in operating activities of
$19.0 million during the six months ended December 31, 2019 was due to a net
loss of $20.2 million and non-cash items in our statement of operations of
$0.2 million, partially offset by favorable changes in our operating assets and
liabilities of $1.3 million.

Investing activities. Cash provided by investing activities of $7.0 million
during the six months ended December 31, 2020 consisted primarily of cash
proceeds of $27.0 million from maturities of investments, net of investment
purchases of $19.0 million, partially offset by purchases of property and
equipment of $0.8 million and intellectual property costs of $0.2 million. Cash
provided by investing activities of $10.4 million during the six months ended
December 31, 2019 consisted primarily of cash proceeds of $40.5 million from
maturities of investments, net of investment purchases of $29.4 million,
partially offset by purchases of property and equipment of $0.4 million and
intellectual property costs of $0.3 million.

Financing activities. Cash used in financing activities of $0.1 million during
the six months ended December 31, 2020 consisted of (i) payments for deferred
financing fees and taxes related to equity awards and (ii) principal payments on
a finance lease, partially offset by proceeds from exercises of common stock
options. The nominal cash provided by financing activities during the six months
ended December 31, 2019 primarily consisted of proceeds from exercises of common
stock options, partially offset by principal payments on a finance lease.



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Operating capital requirements



To date, we have not generated any revenue from product sales. We do not know
when, or if, we will generate any revenue from product sales. We do not expect
to generate significant revenue from product sales unless and until we obtain
regulatory approval of and commercialize one of our current or future product
candidates. We anticipate that we will continue to generate losses for the
foreseeable future as we continue the development of, and seek regulatory
approvals for, our product candidates, and begin to commercialize any approved
products. We are subject to all of the risks incident in the development of new
gene therapy products, and we may encounter unforeseen expenses, difficulties,
complications, delays and other unknown factors that may adversely affect our
business.

We believe that our cash and cash equivalents and investments on December 31,
2020, which totaled $53.1 million, along with the net proceeds that we received
in February 2021 from an underwritten public offering, will be sufficient to
allow us to generate data from our ongoing and planned clinical programs and
fund currently planned research and discovery programs into calendar year 2023.
However, we will require substantial additional funding to finish our XLRP Vista
trial, complete the process necessary to seek regulatory approval for our lead
product candidates and build the sales, marketing and distribution
infrastructure that we believe will be necessary to commercialize our lead
product candidates, if approved.

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