EXHIBIT
10.3


 


October
7, 2022


 


VIA
EMAIL


 


Imprimis
Rx, LLC


12264
El Camino Real


Suite
350


San
Diego, California 92130


Attn:
John Saharek


Email:
jsaharek@imprimisrx.com


 


	Re:	Commercial
    Alliance Agreement: Mutual Termination


 


Dear
John:


 


EyePoint
Pharmaceuticals, Inc. (“EyePoint”) and ImprimisRx, LLC (“Imprimis”) entered into a Commercial Alliance
Agreement effective as of August 1, 2020, as modified by the Letter Agreement dated November 12, 2020, and by the further Letter Agreement
dated December 6, 2021 (collectively, the “Agreement”). Capitalized terms used but not defined in this letter have
their respective meanings set forth in the Agreement. The change to the Agreement described below shall be effective October 1, 2022
(the “Change Effective Date”), and the mutual termination of the Agreement described below shall be effective as of
January 1, 2023 (the “Mutual Termination Effective Date”). For good and valuable consideration, the sufficiency of
which is hereby acknowledged, the Parties hereby agree as follows:


 


Consistent
Efforts; Change to the Agreement:


 


Notwithstanding
anything to the contrary in the Agreement, the Parties mutually agree that until the Mutual Termination Effective Date, the Parties shall
provide a level of time, staffing, effort and support of the Product and of the other obligations under the Agreement that is consistent
with each Party’s level of engagement during January-June 2022.


 


Further,
and subject to the Consistent Efforts language above, the Parties mutually agree that effective from the Change Effective Date through
the Mutual Termination Effective Date (i.e., Q4 2022), the following change shall apply:


 


	 	●	Imprimis
    shall achieve quarterly Customer demand milestones for the Product of at least 3,500 Dexycu units (“Minimum Quarterly Units”
    or “MQUs”).


 




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Mutual
Termination of the Agreement:


 


The
Parties agree that, effective on the Mutual Termination Effective Date, the Agreement shall be deemed terminated by the mutual agreement
of the Parties. The Parties further agree as follows:


 


	 	●	On
    or promptly following the Mutual Termination Effective Date, Imprimis will, at EyePoint’s discretion, either promptly return
    to EyePoint or destroy any units of Product or other promotional materials related to the Agreement, in Imprimis’ possession.
	 	 	 
	 	●	As
    of the Mutual Termination Effective Date, and except as is set forth in Section 13.6.1, all obligations of Imprimis to EyePoint,
    and all obligations of EyePoint to Imprimis, under the Agreement, shall cease, the Commercialization Committee and the Joint Steering
    Committee shall be dissolved. Except as required pursuant to Section 13.6.1, all activities regarding the Product occurring on or
    after the Mutual Termination Effective Date shall be EyePoint’s sole responsibility.
	 	 	 
	 	●	Each
    Party shall, in accordance with Article 12 of the Agreement, indemnify and hold harmless the other Party, its sub-agents, its and
    their respective Affiliates, and its and their respective directors, officers, employees and agents, against all Liabilities resulting
    from such Party’s activities or omissions related to the Agreement that occur before, on or after the Mutual Termination Effective
    Date.
	 	 	 
	 	●	On
    or promptly following the Mutual Termination Effective Date, Imprimis shall cease all promotion of the Product, and shall transfer
    to EyePoint any websites and remove online references to the Product on any of its web pages or other promotional materials.
	 	 	 
	 	●	For
    purposes of interpretation of the Agreement, as the result of the Parties’ mutual agreement to terminate the Agreement, with
    the exception of the survival of Agreement sections described in Section 13.6.1, any clauses of the Agreement referring to the consequences
    of termination by one Party or by the other Party, for any reason or for no reason, shall be null and void and of no further force
    or effect.


 


	 	○	By
    way of example and not of limitation, the following sections of the Agreement are hereby null and void and of no further force or
    effect: 13.6.2, 13.6.3, 13.6.4, 13.6.5.


 


	 	●	Section
    13.6.1 of the Agreement is hereby amended and restated in its entirety to read as follows:


 


“13.6.1
The mutual termination of this Agreement shall be without prejudice to any rights which shall have accrued to the benefit of a Party
prior to such expiration or termination. In addition, and without limiting the foregoing, Sections 1.1, 2.4, 4.3, 4.4, 5.7, 5.8, 8.4
(with respect to activities occurring in 2022), Article 9, Article 10, Article 12, Sections 13.6.1, 13.6.6 and Article 14 will
survive the mutual termination of this Agreement, and Sections 8.5 and 8.6 shall survive for a period of five (5) years after such
mutual termination.”


 


	 	●	For
    a period of twelve (12) months following the Mutual Termination Effective Date, the Parties agree to mutually reconcile, in good
    faith, and to pay promptly any outstanding amounts due under the Agreement.


 


Additional
Terms:


 


This
letter will be governed by and construed under and in accordance with the laws of the State of Delaware, without regard to the conflicts
of laws principles thereof.


 


Unless
expressly modified by this Letter, all terms and conditions set forth in the Agreement shall remain in full force and effect until the
Mutual Termination Effective Date.


 


If
the foregoing is acceptable to you, please sign and return one fully-executed copy of this letter to us at your earliest convenience,
which shall evidence your acknowledgement and acceptance thereto. This letter may be executed in counterparts, each of which shall be
deemed to be an original and together shall be deemed to be one and the same document.


 


[Signature
Page Follows.]


 




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	 	Very
    truly yours,
	 	 
	 	EyePoint
    Pharmaceuticals, Inc.
	 	 	 
	 	By:	/s/
    Nancy Lurker
	 	Name: 	Nancy
    Lurker
	 	Title:	President
    & CEO



 


	Agreed
    to and accepted:	 
	 	 
	ImprimisRx,
    LLC	 
	 	 	 
	By:
    	/s/
    John Saharek	 
	Name: 	John
    Saharek	 
	Title:	President	 
	Date:	October
    7, 2022	 


 




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