Amendment No. 3 to Exclusive License Agreement with Know-How, dated as of December 23, 2022, by and among The Trustees of the University of Pennsylvania and The University of Florida Research Foundation, Incorporated and the Company

1.          Defined Terms. Capitalized terms used but not defined in this Assignment Agreement are defined in the Exclusive License Agreement with Know-How, by and among Penn, UFRF and Iveric, dated as of April 10, 2019, as amended by Amendment No. 1, dated May 1, 2020, and Amendment No. 2, dated July 1, 2022 (the “License Agreement”).

(c) Anything in this Assignment Agreement to the contrary notwithstanding, in no event shall Iveric be released from any liabilities under, or failure to perform its obligations pursuant to, the License Agreement prior to the Effective Date, and Iveric shall remain liable to Licensors for all such liabilities and obligations.

2.          Assignment and Consent. As of the Effective Date:

(a) Pursuant to the Asset Purchase Agreement between Iveric and Opus effective as of the Effective Date (the “Asset Purchase Agreement”), Iveric has assigned to Opus all of Iveric’s right, title and interest in, to and under (i) the License Agreement, and Opus has assumed all of Opus’ obligations under the License Agreement from and after the Effective Date, (ii) the Penn SRA, dated October 30, 2018, as amended by Amendment No. 1, dated October 1, 2019 and Amendment No. 2, dated October 31, 2022, the “Sponsored Research Agreement”, and collectively with the License Agreement, the “Assigned Agreements”). The Licensors, on behalf of their respective institutions, hereby (x) consent to the assignment and assumptions of the License Agreement and (y) Penn acknowledges and agree to the assignment of the Sponsored Research Agreements.

(b) In furtherance of the foregoing, effective as of the Effective Date:

(i)           Opus hereby accepts, and agrees to assume, all of Iveric’s right, title and interest in, to and under the Assigned Agreements;

(ii)        Opus will become a party to the Assigned Agreements and will succeed to all of the rights and assume all of the obligations of Licensee thereunder;

(iii)       all references to “Licensee” in the License Agreement will refer to Opus; and

(iv)       all references to “Sponsor” in the Sponsored Research Agreements will refer to Opus.

(b) The Patent Applications, which are described in Appendix 1 of this Assignment Agreement, and all patent rights arising therefrom constitute Subsequently Added Intellectual Property and Appendix G to the License Agreement is hereby deleted in its entirety and replaced with Appendix 1..

All other terms and provisions of the License Agreement, except as expressly amended by this Section 5, remain in full force and effect.

6.          Miscellaneous. Any notice must be in writing and sent to the address of the party listed on the Signature Page. The parties do not intend that any agency or partnership relationship be created by this Assignment Agreement. This Assignment Agreement may only be modified by a written amendment that is executed by an authorized representative of each party . Any waiver must be express and in writing. No waiver by a party of a breach by another party will constitute a waiver of any different or succeeding breach. This Assignment Agreement will be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania without regard to conflicts of law principles of any jurisdiction.

3.          Representations and Warranties. Each party to this Assignment Agreement represents and warrants to each other that the person executing this Assignment Agreement on its behalf has all necessary power and authority to do so, and that upon such execution, this Assignment Agreement is a legal, valid and binding obligation enforceable against such party.

4.          Consideration. In consideration for the Licensors’ consent to the assignment of the License Agreement from Iveric to Opus, Opus agrees to pay Penn:

(a)          [***], which payment will be made on the Effective Date;

(b)          [***] of each milestone payment that it is required to pay to Iveric under Section 3.3 of the Asset Purchase Agreement, with each such payment due to Penn within [***] of achieving the milestone and in addition to any amounts that may be owed to Penn under the License Agreement for the same milestone.

5. Amendments to License Agreement. The Licensors and Opus agree that the License Agreement shall be amended as follows, as of the Effective Date:

(a) Appendix F-1 of the License Agreement — Milestones — Diligence Events for Wildtype Only Products shall be amended by deleting the contents of such table and replacing them with the following:

[***]

This Assignment Agreement, the Asset Purchase Agreement, the License Agreement (as amended hereby) and the Sponsored Research Agreements contain the entire agreement between the parties with respect to subject matter of this Assignment Agreement and supersede all other oral or written representations, statements, or agreements with respect to such subject matter. This Assignment Agreement is binding upon the parties and their respective heirs, successors, assigns, and personal representatives. No party may assign this Assignment Agreement without the prior written consent of the other parties. This Assignment Agreement may be signed in counterparts which, taken as a whole, will constitute one agreement.