The following discussion and analysis of our financial condition and results of
operations should be read in conjunction with the audited consolidated financial
statements and the related notes thereto included elsewhere in this Annual
Report on Form 10-K.

Overview



Historically, we were a clinical-stage company focused on developing gene
therapies to radically transform the lives of patients with neurodegenerative
diseases. We previously had three clinical-stage programs: AXO-AAV-GM1 for the
treatment of GM1 gangliosidosis, AXO-AAV-GM2 for the treatment of GM2
gangliosidosis (including Tay-Sachs and Sandhoff diseases) and AXO-Lenti-PD for
the treatment of Parkinson's disease.

Currently, we are winding down these three clinical-stage programs while also working on one pre-clinical program.



In June 2018, we entered into the Oxford Agreement with Oxford pursuant to which
we received a worldwide, royalty-bearing, sub-licensable license under certain
patents and other intellectual property controlled by Oxford to develop and
commercialize AXO-Lenti-PD and related gene therapy products. In February 2022,
we provided notice to Oxford to terminate the Oxford Agreement to develop and
commercialize AXO-Lenti-PD and related gene therapy product candidates. We
determined to terminate the Oxford Agreement and redirect resources to our
AXO-AAV-GM1 and -GM2 programs, as well as other strategic initiatives, due to
several factors, including the resource requirements and development timelines
to reach meaningful value inflection for the program and an increasingly
challenging market and regulatory environment for Parkinson's disease. We will
continue to incur immaterial expenses in connection with the Oxford Agreement
until its termination becomes effective.

In December 2018, we entered into the UMMS Agreement with UMMS pursuant to which
we received a worldwide, royalty-bearing, sub-licensable license under certain
patent applications and any patents issuing therefrom, biological materials and
know-how controlled by UMMS to develop and commercialize gene therapy product
candidates, including AXO-AAV-GM1 and AXO-AAV-GM2, for the treatment of GM1
gangliosidosis and GM2 gangliosidosis (including Tay-Sachs disease and Sandhoff
disease). In April 2022, we provided notice to UMMS to terminate the UMMS
Agreement. The UMMS Agreement will be formally terminated following the 90-day
wind-down/termination notice period. We will continue to conduct clinical
operations for the AXO-AAV-GM1 and AXO-AAV-GM2 programs under the UMMS Agreement
during the 90-day wind-down/termination period.

In parallel with our decision to terminate the AXO-AAV-GM1 and -GM2 programs, in
April 2022, our board of directors approved and we announced the strategic
decision to explore and review a range of strategic alternatives focused on
maximizing stockholder value from our existing cash and cash equivalents,
including a potential sale, merger, business combination or similar transaction.
In connection with these actions, and as approved by our board of directors, we
began implementing a significant headcount reduction, which we expect to
conclude in June 2022. As part of these strategic decisions, we expect to incur
aggregate costs estimated to range from approximately $0.9 million to
$1.5 million relating to the reduction in headcount, all to be incurred during
the fiscal quarter ending June 30, 2022.

While we continue to conduct certain pre-clinical research and development
initiatives in gene therapy, we expect to devote substantial time and resources
to exploring strategic alternatives. Despite devoting significant efforts to
identify and evaluate potential strategic alternatives, there can be no
assurance that this strategic review process will result in us pursuing any
transaction or that any transaction, if pursued, will be completed on attractive
terms or at all. We have not set a timetable for completion of this strategic
review process, and our board of directors has not approved a definitive course
of action. Additionally, there can be no assurances that any particular course
of action, business arrangement or transaction, or series of transactions, will
be pursued, successfully consummated or lead to increased stockholder value or
that we will make any additional cash distribution to our stockholders. In
addition, we expect to incur additional operating expenses associated with the
wind-down of the UMMS Agreement and the Oxford Agreement, including clinical
trial activities that we will continue to conduct during the wind-down period.

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The Domestication



We have substantially completed our previously disclosed corporate
transformation to align corporate structure and governance with current and
future business activity, including significantly reducing the number of our
subsidiaries. On November 12, 2020, Axovant Gene Therapies Ltd. ("AGT")
discontinued as a Bermuda exempted company pursuant to Section 132G of the
Companies Act 1981 of Bermuda, and pursuant to Section 388 of the General
Corporation Law of the State of Delaware (the "DGCL"), continued its existence
under the DGCL as a corporation named Sio Gene Therapies Inc. ("Sio") organized
in the State of Delaware (the "Domestication"). The Domestication effected a
change in our jurisdiction of incorporation, and other changes of a legal
nature, including changes in our organizational documents. Our consolidated
business, operations, assets and liabilities did not change upon effectiveness
of the Domestication. However, following the Domestication, the principal
executive offices and registered offices of Sio are located at 130 West 42nd St,
26th Floor, New York, New York 10036, and the telephone number for Sio at its
principal executive offices is 1-877-746-4891. The fiscal year end of Sio Gene
Therapies Inc. following the Domestication remains at March 31. In addition, our
directors and executive officers immediately after the Domestication were the
same individuals who were directors and executive officers, respectively,
immediately prior to the Domestication.

In the Domestication, each of our currently issued and outstanding common shares
automatically converted by operation of law, on a one-for-one basis, into shares
of Sio common stock. Consequently, upon the effectiveness of the Domestication,
each holder of an AGT common share instead holds a share of Sio common stock
representing the same proportional equity interest in Sio as that stockholder
held in AGT and representing the same class of shares. The number of shares of
Sio common stock outstanding immediately after the Domestication is the same as
the number of common shares of AGT. outstanding immediately prior to the
Domestication. In connection with the Domestication, we adopted a new
certificate of incorporation, bylaws and form of common stock certificate,
copies of which were filed as Exhibits 3.1, 3.2 and 4.1, respectively, to our
Report on Form 8-K12G3 filed with the SEC on November 13, 2020.

COVID-19 Business Update



We are continuing to closely monitor the impact of the global COVID-19 pandemic
on our business and operations. We believe that the measures we have previously
implemented are appropriate, reflecting both regulatory and public health
guidance, to maintain business continuity. We will continue to closely monitor
and seek to comply with guidance from governmental authorities and adjust our
activities as appropriate.

In the conduct of our business activities during the pandemic, we took actions
designed to protect the safety and well-being of patients, healthcare workers
and employees. For patients previously enrolled in our clinical trials, we
worked closely with clinical trial investigators and site staff to continue
treatment in compliance with trial protocols and to uphold trial integrity,
while working to observe government and institutional guidelines designed to
safeguard the health and safety of patients, clinical trial investigators and
site staff. While the COVID-19 pandemic has not resulted in a significant delay
to our prior clinical development timelines to-date and has not had a
significant impact to our historical operations, the COVID-19 pandemic continues
to evolve, including as a result of variants, and could materially impact our
strategic goals to explore and review a range of strategic alternatives focused
on maximizing stockholder value from our existing cash and cash equivalents,
including a potential sale, merger, business combination or similar transaction.
The COVID-19 pandemic and related impacts (including inflationary pressures)
could result in significant and prolonged disruption of global financial
markets, which has negatively impacted and may continue to reduce our ability to
access capital, limiting the financial resources available to us.

We do not yet know the full extent of potential impacts on our business,
operations, strategic goals, or the global economy as a whole. However, these
effects could harm our operations, and we will continue to monitor the COVID-19
situation closely. For additional information about risks and uncertainties
related to the COVID-19 pandemic that may impact our business, financial
condition and results of operations, see the section titled "Risk Factors" under
Part I, Item 1A in this Annual Report on Form 10-K.

Financial Operations Overview

Revenue



We have not generated any revenue from the sale of any products, and we do not
expect to generate any revenue unless and until we obtain regulatory approval of
and begin to commercialize any product candidates.

Research and Development Expense



Since our inception, our operations have historically primarily been focused on
organizing and staffing our company, raising capital, and acquiring, preparing
for and advancing our prior product candidates into clinical development. Our
research and development expenses include program-specific costs, as well as
unallocated internal costs.

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Program-specific costs include:



•direct third-party costs, which include expenses incurred under agreements with
CROs and contract manufacturing organizations, the cost of consultants who
assist with the development of our product candidates on a program-specific
basis, investigator grants, sponsored research, manufacturing costs in
connection with producing materials for use in conducting nonclinical and
clinical studies, and any other third-party expenses directly attributable to
the development of our prior product candidates; and

•payments for research and development milestones, which include costs incurred under our agreements with UMMS and Oxford.

Unallocated internal costs include:

•stock-based compensation expense for research and development personnel;

•personnel-related expenses, which include employee-related expenses, such as salaries, benefits and recruiting expenses, for research and development personnel; and



•other expenses, which include research and development software costs, travel
expenses, laboratory facility rental costs and research and development
equipment depreciation expenses, as well as the cost of consultants who assist
with our research and development but are not allocated to a specific program.

Our research and development expenses are expected to decrease substantially in
the near term, following the previously announced discontinuation of our
AXO-AAV-GM1, AXO-AAV-GM2 and AXO-Lenti-PD programs, as well as the significant
reduction in workforce that we implemented subsequent to March 31, 2022. These
programs are expected to be wound down by June 30, 2022 after which our research
and development activities will be concentrated on one preclinical program.

General and Administrative Expense



General and administrative expenses consist primarily of employee-related
expenses such as salaries, benefits and travel expenses for our general and
administrative personnel; stock-based compensation, including stock-based
compensation allocated to us from our affiliate, Roivant Sciences Ltd. ("RSL"),
for certain RSL equity instruments granted to certain of our employees
(primarily our former CEO (the "RSL Equity Instruments"), who resigned as our
CEO in January 2022); non-employee benefit insurance premiums; third-party legal
and accounting fees; information technology costs; office rent, fixed asset
depreciation and other overhead costs; and consulting services.

During the fiscal year ending March 31, 2023, we anticipate that our general and
administrative expenses will decrease primarily as a result of stock-based
compensation expense largely associated with the RSL Equity Instruments, for
which expensing commenced upon the liquidity event vesting condition being met
upon the closing of RSL's business combination with Montes Archimedes
Acquisition Corp. ("MAAC") on September 30, 2021.

Results of Operations for the Years Ended March 31, 2022 and March 31, 2021

The following table summarizes our results of operations for the years ended March 31, 2022 and March 31, 2021 (in thousands):



                                                                               Years Ended March 31,
                                                                              2022                 2021
Operating expenses:
Research and development expenses
(includes $1,286 and $1,583 of stock-based compensation expense
for the years ended March 31, 2022 and 2021, respectively)               $     53,399          $  24,903
General and administrative expenses
(includes $6,139 and $2,909 of stock-based compensation expense
for the years ended March 31, 2022 and 2021, respectively)                     18,163             17,294
Total operating expenses                                                       71,562             42,197
Interest expense                                                                   27                799
Other expense (income)                                                             39            (10,359)
Income tax expense (benefit)                                                      259               (212)
Net loss                                                                 $    (71,887)         $ (32,425)


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Research and Development Expenses

For the years ended March 31, 2022 and 2021, our research and development expenses consisted of the following (in thousands):



                                                    Years Ended March 31,
                                                     2022               2021         Change
    Program-specific costs:
    AXO-AAV-GM1                               $     17,021           $  4,676      $ 12,345
    AXO-AAV-GM2                                     10,725              2,231         8,494
    AXO-Lenti-PD                                    10,571              5,668         4,903

Unallocated internal costs:


    Personnel-related                                9,439              7,058         2,381
    Stock-based compensation                         1,286              1,583          (297)
    Other                                            4,357              3,687           670
    Total research and development expenses   $     53,399           $

24,903 $ 28,496

Research and development expenses were $53.4 million for the year ended March 31, 2022 compared to $24.9 million for the year ended March 31, 2021. The $28.5 million increase was primarily related to:



(i) a $10.8 million increase in AXO-AAV-GM1 program expenses primarily related
to clinical trial material manufacturing expenses (not including a milestone
payment disclosed in (iii) below) ;

(ii) a $7.0 million increase in AXO-AAV-GM2 program expenses primarily related to non-GMP and GMP manufacturing expenses and clinical trial expenses (not including a milestone payment disclosed in (iii) below); and

(iii) $5.0 million in total milestone payments in the year ended March 31, 2022 under the AXO-AAV-GM1, AXO-AAV-GM2 and AXO-Lenti-PD programs.

General and Administrative Expenses



General and administrative expenses were $18.2 million for the year ended
March 31, 2022 and $17.3 million for the year ended March 31, 2021. The increase
of $0.9 million was primarily related to an increase of $3.9 million of
stock-based compensation expense associated with the RSL Equity Instruments, for
which expensing commenced upon the liquidity event vesting condition being met
upon the closing of RSL's business combination with MAAC on September 30, 2021.
These increases were partially offset by decreases of (i) $1.7 million for rent,
depreciation and facility expenses primarily due to the downsizing of our New
York office footprint, (ii) $0.7 million for tax, auditing and accounting fees
resulting primarily from the simplification of our corporate structure and the
domestication of Sio Gene Therapies Inc. from Bermuda to Delaware that was
completed in November 2020, and (iii) $0.7 million for stock-based compensation
expense unrelated to the RSL Equity Instruments.

Interest Expense



Interest expense was $27 thousand and $0.8 million for the years ended March 31,
2022 and 2021, respectively. The decrease in interest expense during the current
year was due to the April 2020 prepayment in full of the $15.7 million
outstanding principal balance on our loan and security agreement with Hercules
Capital, Inc. ("Hercules").

Other Expense (Income)

Other expense (income) was $39 thousand and $(10.4) million for the years ended
March 31, 2022 and 2021, respectively. Other expense for the year ended
March 31, 2022 consisted primarily of foreign exchange losses. Other income for
the year ended March 31, 2021 included income of approximately $11.3 million
associated with gains on our investment in Arvelle Therapeutics B.V. ("Arvelle")
that was sold in February 2021, which was partially offset by foreign exchange
losses.


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Liquidity and Capital Resources

Sources of Liquidity



Since our initial public offering in June 2015, our operations have been
financed primarily through sales of common stock and pre-funded warrants, as
well as borrowings under our credit facilities. As of March 31, 2022, we had
$63.7 million of cash and cash equivalents available to us, and in April 2020,
we prepaid the remaining outstanding principal balance, equal to $15.7 million,
together with $0.3 million of accrued interest, fees and other amounts due under
our loan and security agreement with Hercules.

Capital Requirements



We have not yet achieved profitability and expect to continue to incur operating
and net losses, as well as negative cash flows from operations, for the
foreseeable future. We have not generated any revenue to date. Until such time,
if ever, as we can generate product substantial revenue, and subject to our
pursuit of strategic alternatives, we expect to primarily finance our cash needs
using our existing cash.

We expect that our existing cash and cash equivalents of $63.7 million at
March 31, 2022 will enable us to fund our current operating plan beyond the
twelve-month period following the date that the accompanying consolidated
financial statements and footnotes were issued. In order to meet longer
operating requirements, including as we continue to explore and pursue strategic
alternatives, we will need additional capital resources. We have based these
estimates on assumptions that may prove to be wrong, and we could use our
available capital resources sooner than we currently expect. Our principal
operating focus is currently on pursuing a range of strategic alternatives. We
believe we have sufficient cash resources, net of costs which we estimate to
incur in relation to such a transaction, to complete a strategic transaction. If
we do not complete a strategic transaction, we may consider dissolving the
Company and liquidating the assets. In that case, we believe that our cash
resources are sufficient to satisfy estimated liabilities and costs of such a
process. However, the achievement of a strategic transaction and the associated
costs and timing thereof is uncertain and the time, cost and reserves which may
be required to be held back for future claims is uncertain so our estimates may
prove incorrect.

Our future funding requirements, both near and long-term, will depend on many
factors, including, but not limited to, the timing and outcome of our
exploration of, and execution upon any, potential strategic alternatives, the
cost of obtaining necessary intellectual property and defending potential
intellectual property disputes, realization of the anticipated benefits of our
headcount reduction, and the costs of operating as a public company.

For the years ended March 31, 2022 and March 31, 2021, we incurred net losses of
$71.9 million and $32.4 million, respectively. As of March 31, 2022, our cash
and cash equivalents totaled $63.7 million and our accumulated deficit was
$863.0 million. We estimate that our current cash and cash equivalents balance
is sufficient to support operations beyond the twelve-month period following the
date that the accompanying consolidated financial statements were issued. This
estimate is based on assumptions that may prove to be wrong, and we could use
our available capital resources sooner than we currently expect.
We expect to primarily finance our cash needs using our existing cash. We do not
currently have any committed external source of funds. We continually assess
multiple options to obtain additional funding to support our operations,
including proceeds from offerings of our equity securities or debt financings.
To the extent that we raise additional capital through the sale of equity or
convertible debt securities, our stockholders' ownership interests will be
diluted, and the terms of these securities may include liquidation or other
preferences that adversely affect our stockholders' rights. Debt financing and
preferred equity financing, if available, may involve agreements that include
covenants limiting or restricting our ability to take specific actions, such as
incurring additional debt, making capital expenditures or declaring dividends.
Sources of a sufficient amount of financing may not be available to us on
favorable terms, if at all, and our ability to raise additional capital has
been, and may continue to be, adversely impacted by, among other things,
potentially worsening global economic conditions and the recent disruptions to
and volatility in the credit and financial markets in the United States and
worldwide resulting from the ongoing COVID-19 pandemic. In addition, extreme
price and volume fluctuations in the stock market in general, and the Nasdaq
Global Select Market, in particular, have resulted in volatile and sometimes
decreased stock prices for many companies, including us. Broad market and
industry factors, including worsening economic conditions and other adverse
effects or developments relating to the evolving effects of the COVID-19
pandemic, may negatively affect the market price of our common stock, regardless
of our actual operating performance, and impact our ability to raise sufficient
additional capital on acceptable terms, if at all.


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At-the-Market Equity Offering Program



We have engaged SVB Securities LLC as our agent to sell shares of our common
stock from time to time through an at-the-market equity offering program. SVB
Securities LLC is entitled to compensation for its services in an amount equal
to 3% of the gross proceeds of any of our shares of common stock sold. As of
March 31, 2022, we have sold approximately 30.4 million shares of common stock
for total proceeds of approximately $92.0 million, net of brokerage fees, under
the sales agreement since April 2020.

Cash Flows

The following table sets forth a summary of our cash flows for each of the periods shown (in thousands):



                                                         Years Ended March 31,
                                                          2022            2021

Net cash used in operating activities $ (60,346) $ (46,589)


         Net cash provided by investing activities          3,648         12,386
         Net cash provided by financing activities          1,441         73,621


Operating Activities

Cash flows from operating activities consist of net loss adjusted for non-cash
items, including depreciation and stock-based compensation expenses, as well as
the effect of changes in working capital and other activities.

For the year ended March 31, 2022, net cash used in operating activities was
$60.3 million and was primarily attributable to a net loss of $71.9 million,
which includes costs incurred for research and development activities, including
CRO fees, manufacturing, regulatory and other clinical trial costs, as well as
our general and administrative expenses, in addition to a decrease of $1.0
million in accrued expenses, which were partially offset by $7.4 million of
non-cash stock-based compensation expense, an increase of $2.6 million in
accounts payable, as well as a decrease of $2.1 million in prepaid expenses and
other current assets.

For the year ended March 31, 2021, net cash used in operating activities was
$46.6 million and was primarily attributable to a net loss of $32.4 million,
which includes costs incurred for research and development activities, including
CRO fees, manufacturing, regulatory and other clinical trial costs, as well as
our general and administrative expenses, in addition to other income of $11.3
million associated with gains on our investment in Arvelle, an increase of $4.4
million in prepaid expenses and other current assets and decreases of $3.1
million in accounts payable and $2.1 million in accrued expenses, which were
partially offset by $4.5 million of non-cash stock-based compensation expense
and $1.5 million of operating lease right-of-use asset amortization expense.

Investing Activities



For the year ended March 31, 2022, net cash provided by investing activities was
$3.6 million, consisting of proceeds of $4.3 million from the sale of our
long-term investment in Arvelle that was partially offset by purchases of fixed
assets.

For the year ended March 31, 2021, net cash provided by investing activities was
$12.4 million, consisting of proceeds of $12.8 million from the sale of our
long-term investment in Arvelle that was partially offset by purchases of fixed
assets.

Financing Activities

For the year ended March 31, 2022, net cash provided by financing activities was
$1.4 million and consisted of net proceeds from the issuance and sale of our
shares of common stock under our share sales agreement with SVB Securities LLC.

For the year ended March 31, 2021, net cash provided by financing activities was
$73.6 million and consisted primarily of $89.2 million of net proceeds from the
issuance and sale of our shares of common stock under our share sales agreement
with SVB Securities LLC, partially offset by $15.7 million of principal payments
made on long-term debt.


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Contractual Obligations



In October 2019, we entered into an agreement with a third-party to lease office
space in Durham, North Carolina under a lease agreement expiring in November
2022, and in August 2020, we entered into a lease agreement with a third-party
for an office facility in New York, New York that commenced in December 2020 and
expires in June 2026. In November 2021, we entered into a lease agreement for a
research and development facility and related office space in Durham, North
Carolina with an initial term expiring in December 2024. For the years ended
March 31, 2022 and March 31, 2021, we incurred $0.6 million and $1.6 million,
respectively, in rent expense under these agreements.. As of March 31, 2022, our
real property lease obligations were $2.9 million with $0.8 million expected to
be paid within 12 months and the remainder thereafter.

In addition, we have entered into services agreements with third parties for
pharmaceutical manufacturing and research activities in the normal course of
business, which can generally be terminated by us with 30- or 60-days' written
notice, unless otherwise indicated. These cancellable contracts are not included
in the total obligations in the preceding paragraph. Further, certain of our
manufacturing agreements could require early termination and wind-down payments
due from us as a result of the recent termination of our clinical trials.

Recent Accounting Pronouncements



For detailed information regarding recently issued accounting pronouncements and
the expected impact on our financial statements, refer to Note 2 "Summary of
Significant Accounting Policies," in the accompanying notes to our audited
consolidated financial statements included elsewhere in this Annual Report on
Form 10-K.

Critical Accounting Policies and Significant Judgments and Estimates



Our management's discussion and analysis of our financial condition and results
of operations is based on our consolidated financial statements, which have been
prepared in accordance with U.S. generally accepted accounting principles
("GAAP"). The preparation of these consolidated financial statements and
accompanying notes requires us to make estimates, judgments and assumptions that
affect the reported amounts of assets and liabilities, disclosure of contingent
assets and liabilities as of the dates of the balance sheets and the reported
amounts of expenses during the reporting periods. In accordance with U.S. GAAP,
we evaluate our estimates and judgments on an ongoing basis. Significant
estimates include research and development accruals. We base our estimates on
historical experience and on various other factors that we believe are
reasonable under the circumstances, the results of which form the basis for
making judgments about the carrying value of assets and liabilities that are not
readily apparent from other sources. Actual results may differ from these
estimates under different assumptions or conditions.

We define our critical accounting policies as those under U.S. GAAP that require
us to make subjective estimates and judgments about matters that are uncertain
and are likely to have a material impact on our financial condition and results
of operations, as well as the specific manner in which we apply those
principles.

Our significant accounting policies are more fully described in Note 2, "Summary
of Significant Accounting Policies," to our audited consolidated financial
statements included elsewhere in this Annual Report on Form 10-K. Not all of
these significant accounting policies, however, require that we make estimates
and assumptions that we believe are "critical accounting estimates." We believe
that our estimates relating to research and development accruals have the
greatest potential impact on our consolidated financial statements and consider
these to be our critical accounting policies and estimates and are "critical
accounting estimates."

Research and Development Accruals



Research and development costs are expensed as incurred. Clinical study costs
are accrued over the service periods specified in the contracts and adjusted as
necessary based upon an ongoing review of the level of effort and costs actually
incurred. The Company's assessment of the completeness of the information is
subject to variability and uncertainty. In addition, in certain circumstances,
the determination of the nature and amount of services that have been received
during the reporting period requires judgment as the timing and pattern of
vendor invoicing does not correspond to the level of services provided. Payments
for a product license prior to regulatory approval of the product and payments
for milestones achieved prior to regulatory approval of the product are expensed
in the period incurred as research and development. Milestone payments made in
connection with final regulatory approvals are capitalized and amortized to cost
of revenue over the remaining useful life of the asset. Research and development
costs are charged to expense when incurred and currently primarily consist of
the development and regulatory milestones achieved for our AXO-AAV-GM1,
AXO-AAV-GM2 and AXO-Lenti-PD gene therapy programs, as well as research and
development materials acquired from UMMS and Oxford and expenses from third
parties who conduct research and development activities on our behalf. We
expense in-process research and development projects acquired as asset
acquisitions which have not reached technological feasibility, and which have no
alternative future use.

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