Third Amendment to the Co-Development and Commercialization Agreement, dated April 11, 2023, by and between the Registrant

This 3rd Amendment to Co-Development and Commercialization Agreement (“3rd Amendment”) dated April 11,2023, is made by and between Ocugen, Inc., now with an address at 11 Great Valley Parkway, Malvern, PA 19355 (“Ocugen”), and CanSino Biologics Inc., whose registered office address is at 185 South Ave, TEDA West District, Tianjin, 300457, China (“CanSino”). Ocugen and CanSino are hereinafter referred to individually as a “Party” and collectively as the “Parties.” Capitalized terms that are not defined herein shall have the meaning ascribed to them in the Collaboration Agreement (as defined below).

WHEREAS, the Parties entered into that certain Co-Development and Commercialization Agreement effective as of September 27, 2019 (the “Original Collaboration Agreement”), as amended by that certain 1st Amendment to the Co-Development and Commercialization Agreement effective as of September 30, 2021 (“First Amendment”), and certain 2nd Amendment to the Original Collaboration Agreement effective as of November 21,2022 (“Second Amendment”). The First Amendment and Second Amendment, together with the Original Collaboration Agreement, are called as the “Collaboration Agreement”.

Whereas, CanSinoBIO and Ocugen agree to, pursuant to Collaboration Agreement, purchase the ultracentrifuge (Beckman Optima XPN-100 ultracentrifuge) for the manufacturing of the Product, and amend the Collaboration Agreement correspondingly as further described herein.

Therefore the Parties agree as follows:

The terms used in this Addendum shall have the same meanings as are attributed to them under the Agreement unless otherwise defined in this Addendum, in which case the definitions given herein shall replace or prevail over (as the case may be) those given in the Addendum.

In order to facilitate the development and manufacturing of the Product, the Parties agree to purchase the ultracentrifuge (Beckman Optima XPN-100 ultracentrifuge) which values [***] CNY (equals to [***] USD) (“Equipment”) in the name of CanSino, and Ocugen agrees to reimburse

CanSino for [***]% value of Equipment and [***]% Value-added tax (Withhold) as the development cost of Product, which equals to [***] USD within thirty (30) days after receiving the invoice.