Exhibit 10.60














 


	 

                                                         
	 	12264
    El Camino Real
	 	Suite
    350 
	 	San
    Diego, CA 92130 
	 	Main:
    844.446.6979 
	 	Facsimile:
    858.345.1745 
	 	www.imprimisrx.com









 


November 12, 2020


 


VIA
EMAIL


 


EyePoint
Pharmaceuticals, Inc.


480
Pleasant Street


Suite
B300


Watertown,
Massachusetts 02472


Attn:
Nancy Lurker


Email:
nlurker@eyepointpharma.com


 


	Re:	Amendment
    One to the Commercial Alliance Agreement


 


Dear
Ms. Lurker:


 


EyePoint
Pharmaceuticals, Inc. (“EyePoint”) and ImprimisRx, LLC (“Imprimis”) have entered into a
Commercial Alliance Agreement effective as of August 1, 2020 (the “Agreement”). Capitalized terms used but
not defined in this letter have their respective meanings set forth in the Agreement. All changes to the Agreement described below
shall be effective as of October 1, 2020. For good and valuable consideration, the sufficiency of which is hereby acknowledged,
the Parties hereby agree as follows:


 


Changes
to the Agreement:


 


Notwithstanding
anything to the contrary in the Agreement, the terms of this letter describe (a) the distinction between Customers and EyePoint
Accounts, (b) the Baseline Period and (c) certain definitions and provisions related to the term of the Agreement and the timing
of Imprimis’ obligations and minimum sales.


 


		●	All
                                         Group A Customers, Group B Customers, and Group 2 (Exhibit D) are Customers under the
                                         Agreement. Section 1.1.11 is thus amended and replaced with the following:



 


“Customers”
means, collectively, (a) the Group A Customers, (b) the Group B Customers, (c) Group 2 (Referred to in Exhibit D and specifically
in Exhibit F to this Amendment One to the Commercial Alliance Agreement) and (c) if added to this Agreement pursuant to Section
3.4, any other such Third Party.


 





 




    	 



    	 



    

 


		●	As
                                         mutually agreed by the Parties, EyePoint has identified certain customer accounts to
                                         be EyePoint growth accounts that are not and will not be “Customers” under
                                         the Agreement and for which Imprimis will receive no Remittance Amount unless otherwise
                                         agreed by the Parties in writing. These accounts consist fifty-one (51) Imprimis customers
                                         for products other than for steroid products for injectable administration and one hundred
                                         twelve (112) accounts that are not currently purchasing any products from Imprimis (collectively,
                                         “EyePoint Accounts”). The EyePoint Accounts are set forth on Exhibit E
                                         attached to this Amendment One to the Commercial Alliance Agreement. For purposes
                                         of clarity and the avoidance of doubt, if a surgeon uses a Product that was purchased
                                         by an Exhibit E EyePoint Account, the Remittance Percentage for such Product shall be
                                         zero.



 


		●	Any
                                         Imprimis customer that is not a Customer and is not using Product purchased by an EyePoint
                                         Account (i) may be added as a Customer to the Agreement pursuant to Section 3.4 (in the
                                         event of a bona fide inquiry received by Imprimis for sale of a Product from a Third
                                         Party that is not an existing Customer or an EyePoint Account) or, in all other cases,
                                         (ii) may be added either as a Customer or as an EyePoint Account, as shall be determined
                                         in good faith by the Commercialization Committee.



 


		●	The
                                         Parties agree to simplify the calculation for the “Baseline Period.” Accordingly,
                                         Section 1.1.3 is amended and replaced with the following:



 


		○	“Baseline
                                         Period” means (a) with respect to the Group A Customers, the Group B Customers
                                         and the Group C Customers, the non-consecutive [***] period consisting of [***], and
                                         (b) with respect to any other Customer, such [***]period as determined by the Commercialization
                                         Committee pursuant to Section 7.1.2.



 


		●	If
                                         Imprimis achieves bona fide Customer orders (i.e., Customer Demand in excess of Baseline
                                         Demand) for [***] or more units of Product in the aggregate from the Effective Date through
                                         [***] (the “[***] Threshold”), then three months shall be added to the first
                                         Minimum Year. If the [***] Threshold is achieved, the definition of “Minimum Year”
                                         shall be amended to read as follows: “(a) the first [***] period of the Term and
                                         (b) beginning the first day of the calendar quarter immediately after such period, each
                                         successive one-year period thereafter during the Term.” Otherwise, regardless of
                                         whether the [***] Threshold may be achieved, the definition of “Minimum Year”
                                         is hereby amended to read as follows: “(a) the [***] period of the Term and (b)
                                         beginning the first day of the calendar quarter immediately after such period, each successive
                                         one-year period thereafter during the Term.”



 


		●	Three
                                         months is added to the end of the Term. The Term commenced on the Effective Date (August
                                         1, 2020) and now expires on November 1, 2025. Section 13.1 is amended accordingly.



 


Additional
Terms:


 


Imprimis
understands that EyePoint may need to hire additional employees to ramp up production and sales of the Product. Imprimis also
understands that in order to support the growth of Imprimis’ sales of the Product, Imprimis will likely need to hire additional
employees, including employees focused on reimbursement matters and Customer training. Subject to the Parties’ mutual written
agreement, Imprimis will cover all or a substantial portion of these costs and will discuss the details in the Commercialization
Committee.


 




    	 



    	 



    

 


With
respect to Group 2 (Exhibit D), the Parties agree that these are “overlap accounts” and that they shall collaboratively
work to determine sales tactics to sell Products to these accounts.


 


Imprimis
understands that EyePoint makes samples and training units of the Product available to Customers. Imprimis agrees that EyePoint
will have the right to deduct from the Remittance Amount an amount equal to EyePoint’s cost (from its CMO and estimated
to be [***] per unit) for samples and training units of Product made available to Customers of Imprimis during each calendar quarter.
Any deductions for samples will not be included in the calculation of Net Sales and Net Selling Price associated with the Product.


 


The
Parties will engage in good faith discussions regarding EyePoint selling Imprimis products. This may include a commission rate
on those sales or a credit back to EyePoint based on Dexycu sales.


 


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.


 


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.]


 




    	 



    	 



    




 


	 	Very truly yours,
	 	 
	 	ImprimisRx, LLC
	 	 	 
	 	By:	/s/
    John Saharek
	 	Name:	John
    Saharek
	 	Title:	President


 


	Agreed
    to and accepted:	 
	 	 
	EyePoint
    Pharmaceuticals, Inc.	 
	 	 	 
	By:
    	/s/
    Nancy Lurker	 
	Name:	Nancy Lurker	 
	Title:	President & CEO	 
	Date:
    	11/13/2020