On January 25, 2024, Kiora Pharmaceuticals, Inc. entered into an Exclusive License and Development Agreement with Théa Open Innovation SAS (TOI) with respect to the Company?s KIO-301 molecular photoswitch product (the Product). Under the Agreement, the Company granted to TOI an exclusive, sublicensable license to develop, manufacture, commercialize, and file for regulatory approvals with respect to the Product throughout the world except for certain countries in Asia (the Territory) for use in the field of retinitis pigmentosa and/or any other disease in ophthalmology (the Field). The Company will be primarily responsible for the design and implementation of clinical development of KIO-301 through phase 2, for which Kiora will be reimbursed by TOI subject to a maximum amount.

TOI will be responsible at its own cost for phase 3 clinical trials and for securing regional marketing authorizations. Upon approval in respective regions, TOI will be responsible at its own cost for all commercial activities, including sales, marketing and market access. Under the Agreement, TOI will pay the Company an up-front payment of $16.0 million.

The Company is eligible to receive milestone payments totaling up to approximately $285 million, upon and subject to the achievement of certain specified clinical development, regulatory and commercial milestones. In addition, the Company is eligible to receive tiered royalties of between a high single digit to low twenty percent range based on a specified percentage of net sales of the Product in the Territory, subject to adjustment in certain circumstances. Either party may terminate the Agreement in its entirety upon certain customary events.