First Amendment to

This 1st Amendment to the CO-DEVELOPMENT AND COMMERCIALIZATION AGREEMENT (“Amendment”) by and between Ocugen, Inc. previously having a place of business at 5 Great Valley Parkway, Suite 160, Malvern, PA 19355, now with an address at 263 Great Valley Parkway, Malvern, PA 19355, USA (“Ocugen”) and CanSino Biologics, Inc., whose registered office address is at 185 South Ave, TEDA West District, Tianjin, 300457, China (“CanSino”) is made and effective as of the last date of signature below (“Effective Date”).

Ocugen and CanSino hereinafter also individually referred to as “Party”, and collectively referred to as the “Parties”.

WHEREAS, the Parties have entered into a CO-DEVELOPMENT AND COMMERCIALIZATION AGREEMENT effective as of September 27, 2019 (“Original Collaboration Agreement”), under which Ocugen and CanSino has established co-development and commercialization relationship on the gene therapy product of OCU400;

WHEREAS, the Parties agree that the Original Collaboration Agreement is still in full force and effect;

WHEREAS, Ocugen is willing to establish additional co-development and commercialization relationship with CanSino on the other gene therapy product known as OCU410 for use in the Field of OCU410 under the Original Collaboration Agreement;

WHEREAS, CanSino, representing itself and its Affiliates, wishes to obtain the exclusive right regarding Ocugen Technology and Ocugen Patent Rights of OCU410 to collaborate and cooperate with Ocugen to co-development and commercialization under the Original Collaboration Agreement; and

WHEREAS, pursuant to Section 11.2, the Parties desire to amend the Original Collaboration Agreement as provided for herein.

NOW, THEREFORE, in consideration of the premises and mutual covenants, agreements and provisions herein contained, and intending to be legally bound, the Parties have entered into the present Amendment as follows:

1.1.Unless otherwise established herein, the terms that are in bold letters or capitalized and defined and/or used in the Original Collaboration Agreement shall have the same meanings set out in this Amendment.

1.2.In the Original Collaboration Agreement, Section 1 “Definitions” is amended to include the following new terms:

1.3.In the Original Collaboration Agreement, Section 1 “Definitions” is amended to include the following new terms:

2.Amendment to Section 2.1 “Grant of Rights” in the Original Collaboration Agreement

2.1.The Parties hereby agree to expand the granted rights scope to OCU410 based on the OCU400 according to section 2 of the Original Collaboration Agreement, including:

(a)an exclusive, non-sub-licensable, royalty-bearing license to use, research, Develop, Manufacture and Commercialize Products in the Field of OCU410 in and for the CanSino Territory;

(b)an exclusive, royalty-bearing license, including the right to grant sublicenses solely as provided in Section 2.3 of the Original Collaboration Agreement, under Ocugen’s rights in the Joint Program

Technology and Joint Program Patent Rights, to use, research, Develop, Manufacture and Commercialize Products in the Field of OCU410 in and for the CanSino Territory;

(c)an exclusive Option on OCU410 as set forth in the Original Collaboration Agreement.

2.2.All clauses under section 2 of the Original Collaboration Agreement shall applied to the expanded scope as above mentioned.

3.Section 3 “Co-Development of Products” in the Original Collaboration Agreement shall be amended by adding the following addendum:

Consistent with the remaining terms and requirements of the Original Collaboration Agreement, the Parties agree to use their Commercially Reasonable Efforts to conduct the their respective Development Activities as set forth in the Appendix A Development Plan of OCU410 and the cost of such Development shall be borne by CanSino or Ocugen based on their responsibilities in the Appendix A according to clause 3.3 under the Original Collaboration Agreement.

4.Section 4 “Commercialization” in the Original Collaboration Agreement shall be amended by adding the following addendum:

Consistent with the remaining terms and requirements of the Original Collaboration Agreement, besides the Commercialization of Products of OCU400, each Party shall be solely responsible for Commercialization of Products of OCU410 in the Field of OCU410 in its Territory.

5.Section 5 “Payment/Consideration” in the Original Collaboration Agreement shall be amended by adding the following addendum:

In consideration for the licenses granted under section 2 of this Amendment and the rights of each Party to Commercialize Products of OCU410 in its Territory, each Party agrees to pay the other Party royalties with the same procedures and requirements as section 5 under the Original Collaboration Agreement but the percentage of the royalties should be adjusted as following:

(a) On a Product-by-Product and country-by-country basis, Ocugen will pay CanSino a royalty equal to [***] of the cumulative Net Sales of such Products of OCU410 in such country in the Ocugen Territory in a given calendar year (or partial calendar year), commencing with the First Commercial Sale of such Product of OCU410 in such country and ending upon the last day of the Term in such country pursuant to Section 7 below; and

(b) On a Product-by-Product and country-by-country basis, CanSino will pay Ocugen a royalty equal to [***] of the cumulative Net Sales of such Product in such country in the CanSino Territory in a given calendar year (or partial calendar year), commencing with the First Commercial Sale of such Product of OCU410 in such country and ending upon the last day of the Term in such country pursuant to Section 7 below.

Payments of OCU400 remains applicable according to the Original Collaboration Agreement.

6.Section 6 “Intellectual Property” in the Original Collaboration Agreement shall be amended by adding the following addendum:

6.1.As between the Parties, Ocugen shall have sole and exclusive Control of all right, title and interest on a worldwide basis in and to any and all Ocugen Technology and Ocugen Patent Rights including, but not limited to, those related to OCU410, subject to the licenses provided to CanSino pursuant to this Agreement. The Parties shall jointly Control all right, title and interest on a worldwide basis in and to any and all Joint Program Technology, Joint Program Patent Rights and Joint Program Materials including OCU410.

6.2.The management, including filing, prosecution and maintenance, enforcement and defense, and infringement settlement regarding Products of OCU410 shall be the same as the section 6 of the Original Collaboration Agreement.

7.Section 9 “Term and Termination” in the Original Collaboration Agreement shall be amended as follows:

7.1.Paragraph 9.1 of the Original Collaboration Agreement shall be replaced by the following rewritten paragraph 9.1:

9.1. This Agreement, and the licenses granted hereunder, shall come into effect on the Effective Date and, unless terminated earlier in accordance with this Section 9, shall continue in force on a country-by-country and Product-by-Product basis until the later of:

(a) the expiration of the last Valid Claim included within the Ocugen Patent Rights regarding to OCU400 and OCU410 claiming or Covering such Product that, but for this Agreement, would be infringed by such Product, as applicable, in such country; and

(b) the tenth (10th) anniversary of the First Commercial Sale of such Product of OCU410 in such country (the “Term”), and on such date this Agreement and the licenses granted hereunder shall terminate automatically by expiry with respect to such Product in such country.

To avoid any doubts, according to Section 5 of the Original Collaboration Agreement, the royalties of Product OCU400 shall be paid commencing with the First Commercial Sale of such Product in such country and ending upon the last day of the tenth (10th) anniversary of the First Commercial Sale of such Product of OCU400 in such country unless the Agreement terminated earlier based on (a) of this clause.

Notwithstanding the foregoing, this Agreement shall terminate contemporaneously upon any termination of the SERI Agreement, provided, that if at the time of such termination CanSino is not in breach or default of this Agreement, CanSino shall have the right to request conversion of this Agreement to an agreement/license directly between SERI and CanSino, and SERI shall not unreasonably withhold its acceptance of such conversion if CanSino agrees to be bound by all of the provisions of the SERI Agreement.”

7.2.Paragraph 9.4 (d) of the Original Collaboration Agreement shall be replaced by the following rewritten paragraph 9.4(d):

“(d)Effective upon such termination and request by Ocugen for such license, CanSino hereby grants to Ocugen a perpetual, irrevocable, exclusive (even as to CanSino, except with respect to Manufacturing if a supply agreement between the Parties is then in effect in accordance with Section 9.4(e)) license, with the right to grant sublicenses, under CanSino’s rights in the Joint Program Technology and Joint Program Patent Rights, used in the Development, Manufacture or Commercialization of Products on the date of termination, solely to continue to Develop, Manufacture (subject to Section 9.4(e)) and/or Commercialize Products in the Field in the CanSino Territory. The foregoing license shall be royalty-bearing as follows: (i) Ocugen shall pay CanSino a royalty of [***] of the Net Sales of Products by Ocugen or its sublicensees (to the extent such Products are thereafter Commercialized by Ocugen or its sublicensees) until such time as the amounts paid under this Section 9.4(d) equals the sum of the actual documented and audited out-of-pocket expenses paid by CanSino to conduct CanSino Development Activities and other Develop Products in the Field in and for the CanSino Territory as part of the Development Program (the “CanSino Development Costs”); and (ii) Sections 5.2, 5.3, 5.4 and 5.5 shall apply mutatis mutandis to Ocugen’s payment of such royalties. Thereafter, the license granted under this Section 9.4(d) shall be a fully paid-up, non-royalty bearing, perpetual, non-exclusive license in and for the CanSino Territory.”

7.3.Paragraph 9.5 (a) of the Original Collaboration Agreement shall be replaced by the following rewritten paragraph 9.5(a):

“(a) The licenses granted to CanSino under Section 2.1(a) and Section 2.1(b) shall continue to be valid in accordance with this Agreement, and to the extent permitted by the SERI Agreement and Applicable Laws. The foregoing license shall be royalty-bearing as follows: (i) CanSino shall pay Ocugen a royalty of [***] of the Net Sales of Products by CanSino or its sublicensees (to the extent such Products are thereafter Commercialized by CanSino or its sublicensees) for the balance of the Term; and (ii) Sections 5.2, 5.3, 5.4 and 5.5 shall apply mutatis mutandis to CanSino’s payment of such royalties.”

8.Section 11.5 “Notices” in the Original Collaboration Agreement shall be amended by updating the address and emails for both Parties as follows:

Name: Dongxu Qiu

Title: Executive Director

Address: 185 South Avenue, West District of TEDA, Tianjin, China

Tel: [***]

Email: [***]

Name: Yuan Zhou

Title: Legal Manager

Address: 185 South Avenue, West District of TEDA, Tianjin, China

Tel: [***]

Email: [***]

Shankar Musunuri

Chairman, CEO and Co-Founder

Ocugen, Inc.

263 Great Valley Parkway

Malvern, PA 19355, USA

Tel: (610) 590-2140

Email: shankar.musunuri@ocugen.com

with a copy to:

Ocugen, Inc.

263 Great Valley Parkway

Malvern, PA 19355

Attn: Legal Department

9.1.All Ocugen’s Warranties under the Original Collaboration Agreement shall be applicable to OCU410 according this Amendment. Within [***] after the Effectiveness of this Amendment the Parties should conclude into a quality agreement on the Product of OCU410.

9.2.This Amendment shall take effectiveness upon the Effective Date.

9.3.In the event of any discrepancies between this Amendment and the Original Collaboration Agreement, the Amendment will prevail. Matters not expressly covered in this Amendment shall be referred to the Original Collaboration Agreement.