Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Double asterisks denote omissions.

Exhibit 10.1

Confidential Materials omitted and filed separately with the

Securities and Exchange Commission. Double asterisks denote omissions.

Execution Version

AMENDMENT NO. 2 TO THE
LICENSE, MANUFACTURING AND SUPPLY AGREEMENT

This Amendment No. 2 to the License, Manufacturing and Supply Agreement (this “Amendment”) by and between Nektar Therapeutics, a Delaware corporation with offices at 455 Mission Bay Boulevard South, San Francisco, California 94158 (“Nektar”), successor by merger to Nektar Therapeutics AL, Corporation, an Alabama corporation, and Ophthotech Corporation, a Delaware corporation with offices at One Penn Plaza, Suite 1924, New York, NY 10119 (“Ophthotech”) is effective as of February 11th, 2015 (“Effective Date of Amendment No. 2”).  Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the License, Manufacturing and Supply Agreement (the “Agreement”) made effective as of September 30, 2006 by and between Nektar and (OSI) Eyetech, Inc. (“OSI”), as amended by the Amendment No. 1 to the Agreement effective as of April 5, 2012 by and between Nektar and Ophthotech.  Effective July 27, 2007, OSI assigned to Ophthotech all of OSI’s right, title and interest in and to the Agreement.  All references to Articles and Sections in this Amendment refer to Articles and Sections of the Agreement.

WHEREAS, Section 4.3 of the Agreement provides for Ophthotech to submit rolling forecasts and binding orders for REAGENT in full BATCH allocations of approximately [**] grams;

WHEREAS, the parties desire to provide for the development by Nektar on behalf of Ophthotech of a larger full BATCH allocation of approximately [**] grams;

WHEREAS, contemporaneously with this Amendment the parties have entered into that certain Scope of Work No. 1 (“SOW #1”) pursuant to which Nektar is to undertake a process validation campaign, including a stability study, for the large scale manufacture of the REAGENT, as provided in SOW #1; and

WHEREAS, the parties hereto desire to amend certain provisions of the Agreement relating to full BATCH allocation sizes and pricing of the REAGENT as set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

1.                                      Amendments to Agreement.

(a)                                 Article 1 of the Agreement is amended to insert the following new definitions:

1.6.1 “COMMERCIAL REAGENT ORDER DATE” shall mean the date of OPHTHOTECH’s first purchase order to NEKTAR for REAGENT for use in the manufacture of OPHTHOTECH’s PRODUCT for commercial distribution.  Such purchase order shall be in full BATCH allocation for LARGE SCALE BATCHES.  OPHTHOTECH shall note on such purchase

order that it memorializes the COMMERCIAL REAGENT ORDER DATE.

1.7.1 “COMPLETION DATE” shall mean the date to be mutually agreed by the parties in writing upon which the services performed by NEKTAR under SOW #1 (and any other scopes of work mutually agreed by the parties relating to process development of LARGE SCALE BATCHES) have been successfully completed such that LARGE SCALE BATCHES may be supplied by NEKTAR to OPHTHOTECH in compliance with the provisions of this AGREEMENT and the QUALITY AGREEMENT.

1.31.1 “LARGE SCALE BATCH” shall mean a NEKTAR full BATCH allocation of REAGENT of approximately [**] grams.

1.64.1 “SMALL SCALE BATCH” shall mean a NEKTAR full BATCH allocation of REAGENT of approximately [**] grams.

(b)                                 Section 1.4 of the Agreement is hereby amended to read in its entirety as follows:

“1.4 “BATCH” or “BATCHES” shall mean SMALL SCALE BATCHES and/or LARGE SCALE BATCHES, as indicated by the context.”

(c)                                  Section 4.3 is hereby amended to read in its entirety as follows:

“4.3 Minimum Purchases and Rolling Forecast.  As soon as practicable after the FIRST AMENDMENT DATE the PARTIES shall mutually agree upon the minimum purchase requirements of OPHTHOTECH for the REAGENT for the [**] CALENDAR QUARTERS immediately following the FIRST AMENDMENT DATE.  OPHTHOTECH shall, at least [**] days prior to the commencement of the [**] and each CALENDAR QUARTER following the FIRST AMENDMENT DATE, furnish NEKTAR with a rolling forecast of its requirements of the REAGENT during the forthcoming [**] CALENDAR QUARTERS, with the required quantities for the first [**] CALENDAR QUARTERS to be a binding order for supply of the REAGENT and the forecast for the remaining [**] CALENDAR QUARTERS to be an estimate only.  Prior to the COMPLETION DATE these quantities shall be in full BATCH allocations for SMALL SCALE BATCHES.  Commencing with the COMPLETION DATE and terminating on the COMMERCIAL REAGENT ORDER DATE, these quantities shall be in full BATCH allocations for SMALL SCALE BATCHES, LARGE SCALE BATCHES, or a combination of SMALL SCALE BATCHES and LARGE SCALE BATCHES, in the discretion of OPHTHOTECH.  Following the COMMERCIAL REAGENT ORDER DATE, all OPHTHOTECH rolling forecasts shall be in full BATCH allocations only for LARGE SCALE BATCHES.  Notwithstanding the foregoing, (a) NEKTAR shall only be bound to supply

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up to [**] percent ([**]%) of the initial forecast for any CALENDAR QUARTER.  In the event that OPHTHOTECH’s forecast exceeds [**] percent ([**]%) of the initial forecast for any CALENDAR QUARTER, then the PARTIES will meet in good faith to discuss how NEKTAR can meet the revised forecast, and (b) in no event shall OPHTHOTECH purchase less than [**] percent ([**]%) of the initial forecast for any CALENDAR QUARTER.”

(d)                                 Section 4.4 is hereby amended to add the following language at the end of the existing Section 4.4:

“Prior to the COMPLETION DATE all OPHTHOTECH purchase orders shall be in full BATCH allocations for SMALL SCALE BATCHES.  Commencing with the COMPLETION DATE and terminating on the COMMERCIAL REAGENT ORDER DATE, all OPHTHOTECH purchase orders shall be in full BATCH allocations for SMALL SCALE BATCHES, LARGE SCALE BATCHES, or a combination of SMALL SCALE BATCHES and LARGE SCALE BATCHES, in the discretion of OPHTHOTECH.  Following the COMMERCIAL REAGENT ORDER DATE, all OPHTHOTECH purchase orders shall be in full BATCH allocations only for LARGE SCALE BATCHES.”

(e)                                  A new Section 4.4.4 is added to the Agreement to read in its entirety as follows:

“4.4.4.  OPHTHOTECH agrees to limit the quantities of REAGENT ordered from NEKTAR to those necessary for (a) the production of PRODUCT during the [**] month period following the delivery dates specified in OPHTHOTECH’s purchase orders; plus (b) the maintenance by OPHTHOTECH (under OPHTHOTECH’s control at a non-NEKTAR facility) of a reasonable quantity of safety stock of REAGENT to be determined by OPHTHOTECH, in each case ((a) and (b)) rounded up to the NEKTAR LARGE SCALE BATCH allocation.  The parties recognize that the process of determining OPHTHOTECH’s requirements of REAGENT for use in the production of PRODUCT and for the safety stock is a subjective one based on estimates of market demand which may be proven by actual market demand not to be accurate.  OPHTHOTECH will not be in breach of the foregoing merely because it overestimates market demand for PRODUCT in good faith from time to time, resulting in a temporary excess inventory of REAGENT.  If at any time OPHTHOTECH experiences a temporary excess inventory of REAGENT which causes OPHTHOTECH to materially reduce its forecasts or orders of REAGENT, then upon the written request of NEKTAR, OPHTHOTECH agrees to make available to NEKTAR OPHTHOTECH’s forecasts of market demand for the PRODUCT and other relevant OPHTHOTECH documents and records which caused OPHTHOTECH to experience an excess inventory of

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REAGENT, so that NEKTAR may confirm the good faith basis for OPHTHOTECH’s estimates of market demand for the PRODUCT.”

(f)                                   Section 7.5.1 and Section 7.5.2 are hereby amended to read in their entirety as follows:

“7.5.1.  OPHTHOTECH shall pay to NEKTAR for the supply of the REAGENT shipped complying with the SPECIFICATIONS and GMP, the prices in DOLLARS per unit of REAGENT set forth in Part C of SCHEDULE III (“PURCHASE PRICE”).  As of January for each year commencing with January of 2015, the initial annual PURCHASE PRICE shall be based upon the quantity of grams to be shipped during that year per the binding forecast and purchase orders then in the possession of NEKTAR as of December of the prior year pursuant to Section 4.3 and Section 4.4.  This price shall be used for shipments from January 1st through [**] of the applicable year.  On [**], the total grams of REAGENT to be shipped for the year to OPHTHOTECH (which will include purchase orders received by NEKTAR from OPHTHOTECH and OPHTHOTECH’s binding forecast for the [**] calendar quarters) will be calculated.  If the total binding quantity of grams to be shipped for the year fall to a lower quantity tier as set forth in Part C of SCHEDULE III, then an invoice to OPHTHOTECH will be generated based upon the total grams shipped as of [**] multiplied by the difference between the initial annual PURCHASE PRICE and the lower quantity tier price.  If the total binding quantity of grams to be shipped for the year rise to a higher quantity tier as set forth in Part C of SCHEDULE III, then either a credit memo or refund payment (to be mutually agreed) will be issued to OPHTHOTECH based upon the total grams shipped as of [**] multiplied by the difference between the initial annual PURCHASE PRICE and the higher quantity tier price.  As of December 31st of the applicable year, the final annual PURCHASE PRICE will be determined based on actual shipments made during that year and any differences between the final annual PURCHASE PRICE and the amounts previously invoiced will be either invoiced or credited to OPHTHOTECH as applicable.  Any failure solely on the part of NEKTAR to ship during that year, as required by the applicable purchase orders or the binding forecast, shall be counted as an actual shipment made during that year for the purposes of the determination of the final annual PURCHASE PRICE.

7.5.2.  During [**] of each year commencing with [**] of 2015, NEKTAR shall adjust the PURCHASE PRICE for the following calendar year as follows: (a) [**], (b) Documented increases and decreases in NEKTAR’s cost of purchasing the raw PEGylation component known as [**] that exceed the adjustment to the PURCHASE PRICE provided in (a) shall [**].  NEKTAR agrees to provide to OPHTHOTECH such additional documentation as may be reasonably requested by OPHTHOTECH substantiating any such increase or decrease in the PURCHASE PRICE,

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provided that nothing in this Section 7.5.2 shall require NEKTAR to disclose to OPHTHOTECH any THIRD PARTY confidential information in breach of a legally-binding confidentiality obligation of NEKTAR to such THIRD PARTY.  NEKTAR shall notify OPHTHOTECH in writing of the adjustments made, the basis for each adjustment, and the amount of the adjusted PURCHASE PRICE for the following calendar year prior to [**] of each year.  In the event that OPHTHOTECH disputes in writing any adjustment made by NEKTAR the parties will promptly appoint representatives to resolve the dispute.  As used in this AGREEMENT, [**]”

(g)                                  Part C of Schedule III is hereby amended to read in its entirely as follows:

“C.  REAGENT PRICES.  Pursuant to Section 7.5.1, OSI will pay to NEKTAR the following prices for the REAGENT under this AGREEMENT:

The prices in the immediately preceding table shall become effective as of the Effective Date of Amendment No. 2 and shall remain in effect, and be subject to adjustment, as provided for in Section 7.5.2.”

2.                                      Miscellaneous.  The parties hereto hereby confirm and agree that, except as amended hereby, the Agreement remains in full force and effect and is a binding obligation of the parties hereto.  This Amendment may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

[Signature page follows]