The following discussion and analysis provides an overview of our financial
condition as of March 31, 2021 and our results of operations for the three and
nine months ended March 31, 2021 and 2020. 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 people
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-relatedmacular degeneration
("AMD"). In addition to ophthalmology, we have initiated one preclinical program
in otology and two preclinical programs targeting central nervous system
disorders ("CNS"), including 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 potential 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 (a unit of Bayer AG) 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 offerings of our common stock
and warrants to purchase our common stock, private placements of our 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 nine months ended March 31, 2021 and 2020, we reported net
losses of $45.7 million and $31.4 million, respectively. Substantially all of
our net losses resulted from costs incurred in connection with our research and
development programs and general and administrative and other 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 March 31, 2021, we had cash and cash equivalents and liquid investments
totaling $111.0 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 available cash and cash equivalents and investments 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 November 2020, we announced a modification to the primary endpoint for our
XLRP Phase 2/3 ("Vista") and Phase 1/2 Expansion ("Skyline") trials 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 fourth 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
have a control arm in the Phase 1/2 trial, which will be part of our XLRP Vista
trial and necessary to evaluate efficacy.

In May 2021, we provided 12-month data from our XLRP Phase 1/2 trial from seven
patients in Group 5 and four patients in Group 6. One patient in Group 5 and two
patients in Group 6 would not meet the inclusion criteria for the Skyline and
Vista trials, resulting in a total of eight patients who were included in the
responder analysis. Four of these eight patients (50%) were considered
responders, all four of whom met the strict criteria of at least a 7 decibel
improvement in at least 5 loci. One additional patient did not meet these
criteria but had a statistically significant improvement in retinal sensitivity
in the treated eye compared with the untreated eye at 12 months.



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Consistent with previously reported 6-month data from Groups 2, 4, 5 and 6,
assessment of Best Corrected Visual Acuity ("BCVA") in these groups at 12 months
continues to provide supportive evidence of improved visual acuity in these
patients; the difference between treated and untreated eyes is statistically
significant. We believe that these data, together with the favorable safety
profile, have the potential to differentiate our XLRP candidate from
competitors.

Data from three of the seven Group 4 patients were available for analysis at
Month 24, including two who were responders at Month 12 (one by the 7 decibel
change in at least 5 loci response criteria and the other based on improved
retinal sensitivity in the treated eye compared with the untreated eye). These
two patients are still responders at Month 24 according to the same criteria;
the third patient who has reached Month 24 was not a responder at Month 12 or
Month 24. To the best of our knowledge, this is the first XLRP gene therapy
clinical trial to demonstrate continued durability of response at this time
point.

Data from all 28 patients across six dose groups in the Phase 1/2 trial continue
to demonstrate a favorable safety profile with no dose-limiting inflammatory
responses observed. This safety profile, which has shown no clinically
significant inflammation not manageable with steroids, continues to be observed
out to 24 months.

We believe that we have a best-in-class XLRP product candidate that may provide significant benefits to patients with XLRP. We expect to:

• present 12-month trial results from the ongoing Phase 1/2 clinical trial

at the American Academy of Ophthalmology Annual Meeting in November 2021;

• provide Skyline trial results from the 3-month masked interim analysis in


          the fourth quarter of calendar year 2021;



• provide Skyline trial results from the 12-month data in the third quarter


          of calendar year 2022; and



• provide Vista trial results from the 6-month masked interim analysis in

the fourth quarter of calendar year 2022.




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.

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 ("ERGs"), 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



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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 the
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.

Build-To-Suit Manufacturing and Quality Control Facility in Alachua, Florida



In May 2021, we announced that we initiated plans to lease a build-to-suit
21,250 square foot current Good Manufacturing Practices ("cGMP") manufacturing
and quality control facility adjacent to our Florida facility to prepare for
late-stage development of our XLRP and ACHM programs. Leasing this cGMP facility
is part of our strategy to enable more rapid filing of a Biologics Licensing
Application and commercial launch of our XLRP candidate upon potential FDA
approval. The cGMP facility is also expected to support more rapid advancement
of our product pipeline while providing supply chain redundancy and reducing
manufacturing risk. We anticipate that the build-out of the new manufacturing
and quality control facility will be completed during the second half of
calendar year 2022.

Additional information regarding our new cGMP manufacturing and quality control
facility can be found in Note 11 to the Unaudited Condensed Financial Statements
included in this Quarterly Report on Form 10-Q.

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 totaled $5.2 million. The warrants 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.

At-The-Market Offering Program



On April 2, 2021, we entered into a Controlled Equity OfferingSM Sales Agreement
with Cantor Fitzgerald & Co. as sales agent to sell shares of our common stock,
from time to time, through an "at-the-market offering" program having an
aggregate offering price of up to $50.0 million. However, we are not obligated
to sell any shares under the agreement.

Long-Term Debt Agreement



Effective May 13, 2021, our long-term loan agreement was amended (the
"Amendment") whereby, among other things: (i) a term loan advance of
$10.0 million was authorized by the lenders and advanced to us on such date;
(ii) the period that we will make interest-only payments on outstanding
borrowings was extended to March 31, 2022; and (iii) the maturity date of the
facility was extended from December 1, 2023 to April 1, 2024. Subject to certain
conditions provided in the Amendment, the interest-only period and the maturity
date can be further extended. Subject to the lenders' investment committee's
sole discretion, we have the right to request that the lenders make additional
term loan advances in an aggregate principal amount of up to $5.0 million.
However, there can be no assurances that any term loan advances will be funded
by the lenders in the future.

Additional information regarding our long-term loan agreement and the Amendment
can be found in Note 6 to the Unaudited Condensed Financial Statements included
in this Quarterly Report on Form 10-Q.

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.



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Otonomy



During October 2019, we entered into a strategic collaboration agreement with
Otonomy to co-develop and co-commercialize an adeno-associated
virus-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. 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 nine months ended March 31, 2021, 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 estimations 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 nine months ended March 31, 2021. 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. See Note 11 to the Unaudited
Condensed Financial Statements included in this Quarterly Report on Form 10-Q
for information regarding a license agreement that we entered into in April
2021.

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.



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Research and development expenses

Research and development expenses consist primarily of costs incurred for the development of our product candidates and 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.

From our inception and through March 31, 2021, we have incurred approximately
$272.6 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.



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General and administrative and other expenses



General and administrative and other 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 and other expenses will continue to increase in the future as we
hire additional employees to support our 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 nine
months ended March 31, 2021, investment income, net declined by $0.3 million and
$1.0 million, respectively, when compared to the comparable periods in the prior
year. Such reductions in investment income, net were primarily due to lower
interest rates in the marketplace.

Interest expense

Interest expense during the three and nine months ended March 31, 2021 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 nine months ended March 31, 2021 was
$21,000 and $62,000, respectively, compared to $21,000 and $63,000 for the three
and nine months ended March 31, 2020, respectively. During those periods, income
tax expense was primarily due to estimated interest and penalties on our
uncertain tax positions. See Note 8 to the Unaudited Condensed Financial
Statements included in this Quarterly Report on Form 10-Q for information
regarding significant changes to our uncertain tax positions subsequent to
March 31, 2021 and the corresponding favorable effect on our future income tax
expense or benefit.

Results of Operations

Comparison of the three months ended March 31, 2021 and 2020

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 March 31,          Increase         % Increase
In thousands                                   2021         2020        (Decrease)        (Decrease)
External research and development
expenses:
XLRP                                         $  3,201      $ 1,075      $     2,126              >100 %
ACHM                                            1,147        1,622             (475 )             (29 )%
XLRS                                              147          224              (77 )             (34 )%
Research and discovery programs                 1,211          438              773               176 %

Total external research and development
expenses                                        5,706        3,359            2,347                70 %

Internal research and development
expenses:
Employee-related costs                          3,051        3,007               44                 1 %
Share-based compensation                          280          508             (228 )             (45 )%
Other                                           1,923        1,434              489                34 %

Total internal research and development
expenses                                        5,254        4,949              305                 6 %

Total research and development expenses $ 10,960 $ 8,308 $

   2,652                32 %



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 employee-related



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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 March 31, 2021 and 2020 were $11.0 million and $8.3 million, respectively, an increase of $2.7 million, or 32%. Such increase was primarily attributable to:

$2.1 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;




    •     $0.8 million of increased external spending for our research and
          discovery programs, which was primarily due to planned material

production costs in connection with our CNS preclinical program targeting


          FTD; and



$0.5 million of increased other internal research and development

expenses for temporary staffing and consultants while we recruit new

employees, partially offset by a reduction in laboratory supply costs due

to the timing of our needs.




Such increases were partially offset by a $0.5 million decrease in external
spending for our ACHM trials and a $0.2 million decrease in our share-based
compensation expense. The decrease in ACHM expenses was primarily due to reduced
patient enrollment, patient visits and new site activations during the three
months ended March 31, 2021 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. The decline in share-based compensation expense
was principally due to the cost attributable to a performance-based stock option
award that achieved a milestone during the three months ended March 31, 2020
with no corresponding current year activity.

General and administrative and other expenses



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



                                                 Three Months
                                               Ended March 31,            Increase         % Increase
In thousands                                  2021          2020         (Decrease)        (Decrease)
Employee-related costs                      $  1,241       $ 1,405       $      (164 )             (12 )%
Share-based compensation                         315           367               (52 )             (14 )%
Legal and professional fees                      329            97               232              >100 %
Other                                          1,643         1,265               378                30 %

Total general and administrative and
other expenses                              $  3,528       $ 3,134       $       394                13 %



General and administrative and other expenses for the three months ended
March 31, 2021 and 2020 were $3.5 million and $3.1 million, respectively, an
increase of $0.4 million, or 13%. Such increase was primarily due to higher
(i) legal fees resulting from increased reliance on external legal counsel and
(ii) recurring operating and business development costs pertaining to normal
operations. Such increases were partially offset by a reduction in
employee-related costs of $0.2 million that resulted from a lower current year
corporate headcount when compared to the prior year.

Comparison of the nine months ended March 31, 2021 and 2020

Revenue

During the nine months ended March 31, 2020, we recognized total revenue of $2.5 million. We did not recognize any revenue during the nine months ended March 31, 2021.



During 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 nine months ended March 31, 2020 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
nine months ended March 31, 2020, 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.





                                                 Nine Months
                                               Ended March 31,            Increase        % Increase
In thousands                                  2021          2020         (Decrease)       (Decrease)
External research and development
expenses:
XLRP                                        $ 11,930      $  2,646      $      9,284             >100 %
ACHM                                           3,997         5,028            (1,031 )            (21 )%
XLRS                                             299           664              (365 )            (55 )%
Research and discovery programs                2,228         1,552               676               44 %

Total external research and development
expenses                                      18,454         9,890             8,564               87 %

Internal research and development
expenses:
Employee-related costs                         9,466         9,301               165                2 %
Share-based compensation                         866         1,183              (317 )            (27 )%
Other                                          5,611         4,951               660               13 %

Total internal research and development
expenses                                      15,943        15,435               508                3 %

Total research and development expenses $ 34,397 $ 25,325 $

    9,072               36 %



Research and development expenses for the nine months ended March 31, 2021 and 2020 were $34.4 million and $25.3 million, respectively, an increase of $9.1 million, or 36%. Such increase was primarily attributable to:

$9.3 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;




    •     $0.7 million of increased external spending for our research and
          discovery programs, which was primarily due to planned material

production costs in connection with our CNS preclinical program targeting


          FTD; and



$0.7 million of increased other internal research and development

expenses for temporary staffing and consultants while we recruit new

employees, partially offset by a reduction in laboratory supply costs due

to the timing of our needs.




Such increases were partially offset by: (i) a $1.0 million decrease in external
spending for our ACHM trials; (ii) a $0.4 million decrease in expenses in
connection with the wind-down of our X-linked retinoschisis, or XLRS, program;
and (iii) a $0.3 million decrease in our share-based compensation expense. The
decrease in ACHM expenses was primarily due to reduced patient enrollment,
patient visits and new site activations during the nine months ended March 31,
2021 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. The decline in share-based compensation expense was due to, among other
things, the cost attributable to a performance-based stock option award that
achieved a milestone during the nine months ended March 31, 2020 with no
corresponding current year activity.

General and administrative and other expenses



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



                                                 Nine Months
                                               Ended March 31,            Increase         % Increase
In thousands                                  2021          2020         (Decrease)        (Decrease)
Employee-related costs                      $  3,675       $ 4,142       $      (467 )             (11 )%
Share-based compensation                         999         1,191              (192 )             (16 )%
Legal and professional fees                    1,238           330               908              >100 %
Other                                          4,356         3,827               529                14 %

Total general and administrative and
other expenses                              $ 10,268       $ 9,490       $       778                 8 %



General and administrative and other expenses for the nine months ended
March 31, 2021 and 2020 were $10.3 million and $9.5 million, respectively, an
increase of $0.8 million, or 8%. Such increase was primarily due to higher
(i) legal fees resulting from increased reliance on external legal counsel and
(ii) recurring operating and business development costs pertaining to normal
operations. Such increases were partially offset by a reduction in
employee-related costs of $0.5 million that resulted from a lower current year
corporate 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 March 31, 2021, we had an accumulated deficit of
$227.1 million. It will be several years, if ever, before we have a product
candidate ready for commercialization. We expect that our research and
development expenses and general and administrative and other 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, we received: (i) $34.8 million of proceeds from the issuance of
our 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
$69.3 million in February 2021 from the underwritten public offering that is
described above under "Recent Developments." Subsequent to March 31, 2021, we
received $10.0 million of additional loan proceeds, before any debt discounts
and related financing fees and costs, from our existing long-term debt
agreement. Among other things, those proceeds are expected to fund certain costs
in connection with our lease of a new cGMP build-to-suitmanufacturing and
quality control facility in Alachua, Florida. Additional information regarding
our long-term loan agreement and the new manufacturing and quality control
facility can be found in Notes 6 and 11, respectively, to the Unaudited
Condensed Financial Statements included in this Quarterly Report on Form 10-Q,
as well as 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
March 31, 2021, 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.



                                                     Nine Months
                                                   Ended March 31,              Increase          % Increase
In thousands                                    2021            2020           (Decrease)         (Decrease)
Net cash provided by (used in):
Operating activities                          $ (37,738 )     $ (27,854 )     $     (9,884 )              (35 )%
Investing activities                             19,158          24,411             (5,253 )              (22 )%
Financing activities                             69,648          35,231             34,417                 98 %

Net increase in cash and cash equivalents $ 51,068 $ 31,788

   $     19,280                 61 %



Operating activities. For both the nine months ended March 31, 2021 and 2020,
cash used in operating activities was primarily the result of research and
development expenses and general and administrative and other expenses incurred
in conducting normal business operations. Specifically, the cash used in
operating activities of $37.7 million during the nine months ended March 31,
2021 was due to a net loss of $45.7 million, partially offset by non-cash items
in our statement of operations of $3.6 million and favorable changes in our
operating assets and liabilities of $4.4 million. The cash used in operating
activities of $27.9 million during the nine months ended March 31, 2020 was due
to a net loss of $31.4 million, partially offset by non-cash items in our
statement of operations of $1.0 million and favorable changes in our operating
assets and liabilities of $2.5 million.

Investing activities. Cash provided by investing activities of $19.2 million
during the nine months ended March 31, 2021 consisted primarily of cash proceeds
of $41.5 million from maturities of investments, net of investment purchases of
$21.0 million, partially offset by purchases of property and equipment of
$1.0 million and intellectual property costs of $0.4 million. Cash provided by
investing activities of $24.4 million during the nine months ended March 31,
2020 consisted primarily of cash proceeds of $63.5 million from maturities of
investments, net of investment purchases of $33.9 million, partially offset
by an equity investment in Bionic Sight of $4.0 million, purchases of property
and equipment of $0.8 million and intellectual property costs of $0.3 million.



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Financing activities. Cash provided by financing activities of $69.6 million
during the nine months ended March 31, 2021 included (i) proceeds of
$69.3 million from the issuance of common stock and accompanying warrants, net
of issuance costs, and (ii) proceeds from exercises of common stock options of
$0.7 million. These items were partially offset by (i) payments for deferred
financing fees and taxes related to equity awards and (ii) principal payments on
a finance lease. Cash provided by financing activities of $35.2 million during
the nine months ended March 31, 2020 primarily consisted of proceeds of
$34.9 million from the issuance of common stock, net of issuance costs, and
proceeds from exercises of common stock options of $0.3 million, partially
offset by principal payments on a finance lease.

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 available cash and cash equivalents and investments, which
totaled $111.0 million on March 31, 2021, 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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