Exhibit 10.27


 


CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE
BEEN OMITTED PURSUANT TO REGULATION S-K ITEM 601(b)(10)(iv) OF THE SECURITIES ACT OF 1933, AS AMENDED. CERTAIN CONFIDENTIAL
INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT (i) IS NOT MATERIAL AND (ii) WOULD LIKELY CAUSE COMPETITIVE HARM
TO EYENOVIA, INC. IF PUBLICLY DISCLOSED. THE REDACTED TERMS HAVE BEEN MARKED IN THIS EXHIBIT AT THE APPROPRIATE PLACES WITH
EMPTY BRACKETS INDICATED BY [               
].


 


 


 


August 10, 2020


 


Tsontcho Ianchulev


Chief Executive Officer


Eyenovia, Inc.


295 Madison Avenue


Suite 2400


New York, NY 10017


U.S.A.


 


RE: Eye Spray Exclusive License Agreement


Dear Mr. Ianchulev:


 


Eyenovia, Inc. (“Eyenovia”)
and Senju Pharmaceutical Co., Ltd., (“Senju”) executed (1) the Exclusive License Agreement dated March 18, 2015 under
which Eyenovia granted to Senju an exclusive license, in countries or areas of the Asia, for the Licensed Product (“Original
Agreement”), and (2) License Amendment dated April 8, 2020 to amend Senju’s right in the People’s Republic of
China, Taiwan, the Hong Kong Special Administrative Region of the People’s Republic of China, the Macao Special Administrative
Region of the People’s Republic of China, and the Republic of Korea (“LA Territory”) under the Original Agreement
so that Eyenovia can grant to a third party such as Arctic Vision (Hong Kong) Limited, a Hong Kong company with a registered office
at 23/F Nan Fung Tower 88 Connaught Road C & 173 Des Voeux Road C, Central, Hong Kong (“AV”), a certain license
in the same (“License Amendment”). By way of this Letter, Senju and Eyenovia, hereby confirm and agree upon the following
terms and conditions upon the request of Eyenovia which are given in consideration of Eyenovia granting such a license to AV. Terms
in capitals employed herein have the meaning attributed to them in the Original Agreement and License Amendment if not stated otherwise.


 


		1.	Senju shall not, and shall ensure that its Affiliates and any Sublicensees do not, develop, have
developed, commercialize, have commercialized, import or have imported any pharmaceutical product containing atropine for the treatment
of myopia or pilocarpine for the improvement in near vision or presbyopia in the LA Territory through the exercise of any rights
granted to it under the Original Agreement.



 


 






     


     


    

 


		2.	Eyenovia or AV on behalf of Eyenovia shall, at Eyenovia’s cost and responsibility,
                                                           file, prosecute and maintain the Licensed Patent in the LA Territory, and shall be responsible for all material actions
                                                           relating to the filing, prosecution and
maintenance thereof, including, without limitation, patent interference, reexaminations, reissuances, appeals, oppositions and
revocation proceedings. Eyenovia or AV shall not knowingly take any action during the filing, prosecution and maintenance of the
Licensed Patent in the LA Territory that would adversely affect Senju or the Licensed Patent outside the LA Territory (including
any reduction in claim scope), without Senju’s prior written consent.









 


		3.	AV has a right (which shall be sublicensable through multiple tiers) to manufacture or have manufactured
the LA Licensed Product outside of the LA Territory under Senju Licensed Know-How, Senju Inventions, or any patent rights covering
either of the foregoing. AV’s limited license to manufacture or have manufactured outside the LA Territory shall be limited
to the LA Licensed Product for marketing and distributing in the LA Territory and may be applied only to LA Licensed Product manufactured
outside the LA Territory. For clarity, if the license agreement between AV and Eyenovia is assigned by AV (or any successor thereto)
as permitted by such agreement’s terms, the rights described in this Section 3 shall be assigned with such license. If AV
(or any successor thereto) enters into sublicensing or assigning of the license agreement between AV and Eyenovia or enters into
contract manufacturing, Eyenovia shall promptly inform Senju of the name of the sublicensee, assignor or contract manufacturer
and Eyenovia guarantees that such sublicensing, assignment or contract manufacturing will be in compliance with License Amendment
and this letter and no changes will be made to License Amendment and this letter.



 


		4.	Senju agrees that for purposes of Eyenovia’s license with AV, the definition of “Senju
Competitor” is a pharmaceutical company that, as determined as of the execution of such license by Eyenovia and AV (for purposes
of such license) or the execution of any subsequent sublicense or assignment permitted thereunder (for purposes of such sublicense
or assignment), holds [ ]% of the TRx pharmaceutical topical ophthalmic market in Japan. For the purpose of this letter, TRx means
[ ].



 


		5.	Senju agrees that Senju Licensed Know-How and Senju Inventions shall each include the relevant
respective subject matter described in each respective definition that is related to and generated by Senju’s Affiliates’
or Sublicensees’ activities (or those performed on their behalf) under the Original Agreement (as amended) for the Licensed
Product, in addition to such subject matter resulting from such activities of Senju (or those performed on its behalf).



 


 


 






     


     


    

 


		6.	Senju agrees that the rights granted under Section 3(2) of the License Amendment shall include
rights to any patent rights owned or controlled by Senju, its Affiliates, or Sublicensees covering Senju Licensed Know-How or Senju
Inventions and be (i) exclusive and (ii) sublicensable (through multiple tiers of sublicensing) for LA Licensed Product in the
LA Territory. For clarity, if the license agreement between AV and Eyenovia is assigned in
its entirety by AV (or any successor thereto) as permitted by such agreement’s terms, AV’s sublicense to Senju Licensed
Know-How, Senju Inventions, and patent rights covering either of the foregoing shall be transferable to the applicable assignee.
If AV (or any successor thereto) enters into sublicensing or assigning of the license agreement between AV and Eyenovia, Eyenovia
shall promptly inform Senju of the name of the sublicensee or assignor and Eyenovia guarantees that such sublicensing or assignment
will be in compliance with License Amendment and this letter and no changes will be made to License Amendment and this letter.









 


		7.	The parties agree that the following shall replace the last sentence of Section 5.2 of the Original
Agreement as amended by the License Amendment:



 


“The
Parties shall, as required by applicable laws, enter into a reasonable and customary form of safety data exchange agreement setting
forth the pharmacovigilance and safety data exchange procedures for the Parties with respect to the Licensed Products to enable
the Parties to fulfill regulatory reporting obligations to monitor patients’ safety.”


 


		8.	Senju agrees that all data provided to Eyenovia, or to which Eyenovia is provided access, pursuant
to Section 5.2 of the Original Agreement as amended by the License Amendment and this letter, shall be included in Senju Licensed
Know-How for purposes of the License Amendment, and that such data shall include any Safety Data generated or obtained by any Affiliate
of Senju or Sublicensee.



 


The parties hereto hereby agree that apart
from the clarifications stated in this letter, all terms and conditions of the Original Agreement and License Amendment remain
and shall remain in full force and effect. Please indicate your consent to the foregoing by countersigning of this letter and returning
it to the undersigned. For the purpose of hereof, a facsimile copy or E-mailed PDF copy of this letter, including the signature
page hereto, shall be deemed to be an original.


 


Regards,


 


	/s/ Takeshi Sugisawa	 
	Takeshi Sugisawa
	Member of Board of Directors, Managing Executive Officer
	Agreed and accepted on behalf of Eyenovia
	 
	/s/ Tsontcho Ianchulev	 
	Name: Tsontcho Ianchulev
	Title: CEO
	Date: August 10, 2020