EX-10.8



 Exhibit 10.8 

Confidential Materials omitted and filed separately with the 

Securities and Exchange Commission. Double asterisks denote omissions. 

CONFIDENTIAL TO INCEPT, LLC, 

AND OCULAR THERAPEUTIX, INC. 

AMENDED AND RESTATED LICENSE AGREEMENT 

This AMENDED AND RESTATED LICENSE AGREEMENT (“Agreement”) is made and entered into as of January 27, 2012 (“Effective
Date”), between Incept LLC, a Delaware Limited Liability Company with its principal place of business in Mountain View, California (“Incept”), and Ocular Therapeutix, Inc., formerly Ocular, Inc., a Delaware corporation with its
principal place of business in Bedford, Massachusetts (“Ocular”). 
 RECITALS 

WHEREAS, Incept is an intellectual property holding company owning certain technology and patent rights that it is desirous to exclusively
license to Ocular within a specified Field of Use (as defined below); 
 WHEREAS, Ocular desires to license and use the technology and
patent rights from Incept on an exclusive basis for the purpose of developing and commercializing products within the specified Field of Use; 

WHEREAS, Incept and Ocular are parties to a License Agreement (“Original License”) having an effective date of April 12, 2007;
and 
 WHEREAS, Incept and Ocular desire modify the Field of Use, confirm the expiration of (former) Section 4, and update Exhibit A,
respectively, in the Original License; 
 NOW THEREFORE in consideration for the mutual covenants contained herein, Incept and Ocular hereby
agree that the Original License shall be amended and restated as follows: 
 AGREEMENT 

 

	1.0	Definitions As used herein, the following terms shall have the designated meanings: 


1.1. “Affiliate” means any corporation or other entity that is directly or indirectly controlled by, or under common control
with Ocular. For purposes of this definition, “control” shall mean the direct or indirect ownership of at least fifty percent (50%) of the shares or other equity interests of the subject entity entitled to vote in the election of
directors, or in the case of an entity that is not a corporation, for the election of the corresponding managing authority. 









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 1.2. “Field
of Use” means the research, design, development, manufacturing and commercialization of products that are delivered to or around the human eye for diagnostic, therapeutic or prophylactic purposes relating to Ophthalmic diseases or
conditions. 
 1.3. “Licensed Methods” means any processes or methods whose use or practice would constitute an
infringement of a Valid Claim. 
 1.4. “Licensed Patent(s)” means, subject to the provisions of Section 5.3,
(a) the patents and patent applications listed in Exhibit A, and any patents issuing there from and reissues thereof, (b) any patent or patent application, including provisional applications, that is assigned or obligated to be assigned by
Ocular to Incept pursuant to Section 2.6 of this Agreement, (c) any patents or patent applications that claim priority, whether directly or through other patents or patent applications, to any of the foregoing patents and patent
applications, and (d) the non-U.S. counterparts of any of the foregoing patents and patent applications. 
 1.5. “Licensed
Products” means products, devices, materials, including components thereof and methods of their manufacture, that are designed or developed by or for Ocular and intended for use in the Field of Use, and including methods of their use within
the Field of Use, which are covered, or the use of which is covered, by one or more Valid Claims of a Licensed Patent or that incorporate or use the Licensed Technology. 

1.6. “Licensed Technology” means all proprietary materials and knowledge transferred from Incept to Ocular in the Field of
Use, including without limitation trade secrets, formulas, test results, reports, models, samples, formulations, chemical protocols, clinical results, lists of service providers, and know-how. 

1.7. “Net Sales” means all gross revenues actually received by Ocular and its Affiliates from the sale of Licensed Products,
less (a) normal and customary rebates, and cash and trade discounts, (b) sales, use, withholding and/or other excise taxes or duties actually paid, (c) the cost of any packages and packing separately billed and paid,
(d) insurance costs and outbound transportation charges prepaid or allowed, (e) import and/or export duties actually paid, and (f) amounts allowed or credited due to returns (not to exceed the original billing or invoice amount). 

1.8. “Ocular Patent Application” means any patent application filed at any time and in any country for which one or more
inventors are under an obligation of assignment to Ocular. 









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 1.9.
“Sublicensee” means a party that sublicenses a Licensed Patent or Licensed Technology from Ocular. 
 1.10. “Valid
Claim” means a claim of an issued and unexpired Licensed Patent that has not been held invalid in an unappealed or unappealable final decision rendered by a court of competent jurisdiction. 

 

	2.0	License Terms 

 2.1 License Grant Incept hereby grants to Ocular and
any Affiliate an exclusive, except as provided for in Section 2.5, royalty-bearing, non-transferable, except as provided in Section 9.1, worldwide, perpetual, irrevocable license, subject to the terms and conditions of this Agreement, in
order to make, have made, use, offer for sale, sell, sublicense, have sublicensed, offer for sublicense and import Licensed Products, and to practice and have practiced Licensed Methods and Licensed Technology, in the Field of Use. 

2.2 Scope of License The scope of the license granted to Ocular and any Affiliate in Section 2.1 of this Agreement is
intended to cover any customer, direct or indirect, of products, components or materials manufactured by or for Ocular and/or any Affiliates and/or Sublicensee, provided, however that the inventions, discoveries and information covered by the
Licensed Technology, Licensed Patents or Licensed Methods may only be practiced by Ocular, its Affiliates, Sublicensees, and/or such direct or indirect customers, in connection with the application or use of such products, components, or materials
in the Field of Use. 
 2.3 Right to Sublicense; Affiliate bound by Agreement Ocular and any Affiliate may grant sublicenses
within the Field of Use provided that such Sublicensee agrees in writing to be bound by this Agreement to the same extent as Ocular. Any Affiliate of Ocular is also bound by this Agreement to the same extent as Ocular. 

2.4 Patent Marking Ocular shall mark all Licensed Products, or the packaging thereof, with an appropriate patent marking for all
patents issued or pending from the Licensed Patents as provided for under the laws of the countries in which such products are licensed. 

2.5 Exceptions to Exclusivity of Grant US Patent No. 6,632,457 and foreign counterparts thereof, including CA 2,339,482, EP
99941154.9, ad JP3000-564591, and any other US and foreign patent applications that claim priority thereto (collectively, “the ‘457 patent family”), are the subject of a prior, nonexclusive license grant from Incept to Genzyme
Corporation without any restriction as to field of use. 









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 2.6 New Patent
Applications Ocular shall assign to INCEPT its rights in any Ocular Patent Application, regardless of the filing or priority date of such patent application. 
  

	3.0	Consideration and Royalties 

 3.1 License Fee to Incept In
consideration of the rights and Licenses granted by Incept to Ocular under this License, Ocular has previously granted to Incept 1,169,700 fully paid and non-assessable shares of Ocular common stock, par value $0.001 per share, which prior stock
grant is hereby confirmed by Incept. 
 3.2 Royalty In further consideration of the rights and Licenses granted by Incept to
Ocular under this Agreement, Ocular agrees to pay to Incept a royalty of [**] percent ([**]%) of Net Sales of Licensed Products. 
 3.3
Non-Royalty Sales No royalty shall be payable under Section 3.2 with respect to sales of Licensed Products among Ocular and its Affiliates for resale; nor shall a royalty be payable hereunder with respect to sales of Licensed
Products for use in research and/or development, in clinical trials or as samples. 
 3.4 Royalty Term The royalties under
Section 3.2 shall be payable only for Net Sales of Licensed Products commencing with the date of the first commercial sale of such Licensed Products and until the expiration of the last to expire of the patents within the Licensed Patents. 

3.5 Reports Beginning with the first accrual of Net Sales on which a royalty is due hereunder, Ocular shall provide to Incept a
quarterly royalty report, as follows: Within thirty (30) days after the end of each calendar quarter, Ocular shall deliver to Incept a royalty report, stating (a) the total of Net Sales; (b) the calculation of royalties; and
(c) the total royalties so calculated and due to Incept. Simultaneously with the delivery of each such report, Ocular shall pay to Incept the total royalties, if any, due to Incept for the period of such report. If no royalties are due, Ocular
shall so report. Incept shall not provide to third parties any information contained in reports provided to Ocular hereunder, without the prior written permission of Ocular. 









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 3.6
Payments All amounts payable hereunder by Ocular shall be payable in United States Dollars. If any currency conversion shall be required in connection with the payment of royalties hereunder, such conversion shall be made by using the
exchange rates used by Ocular in calculating Ocular’s own revenues for financial reporting purposes. Any withholding or other tax that Ocular or any of its Affiliates are required by law to withhold and pay on behalf of Incept shall be deducted
from said royalties and paid to the taxing authority. In regard to any tax so deducted, Ocular shall furnish Incept with proper evidence of the taxes paid. 
  

	4.0	Representations and Indemnification 

 4.1 Representations Each party
hereto represents that it has the requisite power and authority, corporate and otherwise, to execute and perform under this Agreement. 

4.2 Indemnification Ocular will indemnify and hold harmless Incept, its shareholders, officers, agents, and employees from and
against any and all loss, damage, claim, injury, cost or expense, including reasonable attorneys’ fees, either awarded as damages or incurred as part of Incept’s or Ocular’s defense, and expenses of litigation, in connection with
(i) any litigation related to the sale of Licensed Products, including product liability litigation, except to the extent that such litigation is caused by willful acts of Incept, its officers, agents, or employees; or (ii) any claim,
suit, demand or allegation that the design, use, sale, manufacture, or application of Licensed Products infringes any patent or other intellectual property right of any third party. 

 

	5.0	Patent Ownership, Prosecution, and Notice  

 5.1 Prosecution Incept
has and shall continue to have sole control and responsibility for ongoing prosecution of the Licensed Patents in all countries, including the payment of maintenance and annuity fees, and for the filing of any new, divisional, continuation,
continuation-in-part or reissue application that claims priority to an existing Licensed Patent. Incept will promptly provide copies to Ocular of any correspondence submitted to, or received from, the United States Patent and Trademark Office
(“PTO”), non-U.S. counterparts of the PTO, and appointed representatives (“foreign associates”) handling prosecution of non-U.S. Licensed Patents on behalf of Incept. Incept will also provide by email or other essentially










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contemporaneous means, at least one month in advance of any deadline for submission, any proposed communication to the PTO, non-U.S. counterpart of the PTO, or foreign associate regarding any
Licensed Patent. Ocular will provide Incept with input regarding the proposed communication at least two weeks prior to the submission deadline. Notwithstanding the foregoing, in the event a deadline for responding to a communication from any patent
office is less than six weeks from the mailing date of the communication, Incept will provide its proposed response at least two weeks in advance of the submission deadline, and Ocular will provide Incept with input regarding the proposed response
at least one week prior to the submission deadline. Incept will evaluate timely received input from Ocular regarding any proposed submission and, based on the business judgment of Incept, and at Incept’s sole discretion, modify the proposed
communication accordingly. Ocular will promptly provide Incept with any materials known to Ocular that may reasonably be required under 37 CFR 1.56 to be submitted to the PTO in an Information Disclosure Statement for a Licensed Patent. Incept will
not allow a Licensed Patent to become abandoned without providing at least one month’s written notice to Ocular in advance of any deadline for making a submission or payment of fee required to maintain such patent, should Incept determine it
does not desire to continue the prosecution, appeal, or maintenance thereof. Upon receipt of such notice, Ocular may request in writing that Incept continue the prosecution, appeal, or maintenance of such patent, at Ocular’s expense as provided
in Section 5.2, and Incept will do so long as such written notice from Ocular is received not less than one week before the respective deadline. 

5.2 Fees Subject to Section 5.3, within 30 days of receiving an invoice from Incept for same, Ocular shall reimburse Incept
for its share of the reasonable fees and costs incurred by Incept for the prosecution of the Licensed Patents on or after the execution date of this Agreement, including maintenance fees and annuities. Ocular’s share of such fees and costs for
a given Licensed Patent shall be equal to 1/x, where “x” equals the number of exclusive licensees of that Licensed Patent. Upon reasonable request by Ocular, Incept will provide an accounting of its fees and costs incurred for, and a
listing of all exclusive licensees of, the Licensed Patents. Incept will itemize each invoice seeking reimbursement to show the total amount paid by Incept and the amount owed by Ocular for its share for each Licensed Patent. 









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 5.3 Election of
Licensed Patents Ocular may, by written notification to Incept, designate the patent or serial numbers of one or more patents and patent applications in any country to be removed from the Licensed Patents, and for which it will no longer be
a licensee. Ocular will not be responsible for any prosecution costs, maintenance fees or annuities incurred for the removed patents and applications as provided for in Section 5.2 after delivery of such written notification to Incept, except
that such notice must be received by Incept at least one month in advance of the deadline for submission of any maintenance fee or annuity payment. In the event Incept files a patent application, including without limitation any divisional,
continuation, continuation-in-part or reissue application, which claims priority to a Licensed Patent, or to a patent or application previously removed from the list of Licensed Patents, Incept shall provide notice of same to Ocular, and Ocular
shall have up to thirty days to request such new application be deleted from the list of Licensed Patents, in which case Ocular will not be responsible for any costs borne by Incept related to the new application. 

5.4 Small Entity Status Change Ocular shall notify Incept immediately in writing should Ocular no longer qualify for small
entity status under the PTO rules and regulations, including upon undertaking an obligation to assign this Agreement (subject to Section 9.1) or sublicense any of the Licensed Patents to a party in which such obligation to assign or sublicense
may possibly disqualify Ocular or Incept from such small entity status with respect to such Licensed Patents. 
 5.5 Licensed
Patents The Licensed Patents shall continue to be owned by Incept. Nothing herein shall be read to constitute an assignment or transfer of any rights to the Licensed Patents from Incept to Ocular or any third party except for the license
within the Field of Use explicitly granted herein. 
  

	6.0	Patent Infringement 

 6.1 Right of Patent Enforcement in Field of Use
Ocular shall have the right to bring suit against third parties who infringe a Licensed Patent in the Field of Use, provided that, before communicating to any third party about the possible infringement of a Licensed Patent, and/or filing a
complaint in any court alleging infringement of a Licensed Patent by a third party, Ocular must first notify Incept in writing. If requested by either party, Ocular and Incept agree 









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to enter into a Joint Defense and Prosecution Agreement, the same or substantially similar to that provided in Exhibit B, for the purpose of allowing the parties to share confidential and
attorney-client privileged information regarding the possible infringement of one or more Licensed Patents by third parties in the Field of Use. Notwithstanding the foregoing, if Ocular has reason to believe that one or more other exclusive licensee
and/or Sublicensee of the Licensed Patents are infringing the Licensed Patents in the Field of Use, Ocular shall notify Incept and such other licensee(s) and/or Sublicensee(s) of same in writing. Within 10 days of receiving such notice, Incept and
Ocular shall commence good faith discussions with such other licensee(s) and/or Sublicensee(s) in an effort to settle the matter without litigation. In the event such discussions are not successful, and not less than ninety days after providing such
notice, Ocular may then bring an infringement suit against such other licensee(s) and/or Sublicensee(s) of the Licensed Patents. 
 6.2
Costs of Litigation; Allocation of Recoveries All costs of prosecuting any infringement action brought by Ocular against a third party pursuant to Section 6.1 will be borne by Ocular, and Ocular is entitled to any recovery it obtains
as a result of such infringement action, whether by settlement or judgment. 
 6.3 Cooperation in Litigation At the request
and expense of Ocular, Incept agrees to be joined as a party in any suit or other enforcement, defense or maintenance action brought by Ocular against a third party, including any other licensee or Sublicensee, pursuant to Section 6.1, and to
reasonably cooperate with Ocular in such proceeding. 
 6.4 Settlement Incept and Ocular agree not to settle any suit or other
enforcement, defense or maintenance action brought by Ocular against a third party pursuant to Section 6.1 with the prior written consent of each other, provided such consent shall not be unreasonably withheld. 

6.5 Notification Involving a Licensed Patent Incept will promptly notify Ocular if Incept is aware of any pleading filed in any
court that alleges infringement, invalidity or unenforceability of a Licensed Patent, or of any request for reexamination, reissue, interference or other post issuance challenge in any patent office of a Licensed Patent. 

6.6 Right of Participation Nothing in this Agreement prevents Incept or Ocular from joining any action involving the Licensed
Patent, and each of Incept and Ocular each agree to not 









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contest the joining of any action involving a Licensed Patent by any exclusive licensee of a Licensed Patent in any field of use, in which case all parties to such action may also agree in
writing as to allocations of costs and expenses, as well as any recoveries, whether by settlement or judgment. 
  

	7.0	Confidential Information 

 7.1 Definition As used in this
Section 7, “Confidential Information” shall mean any information of a party disclosed to the other party during the term of this Agreement, which is identified as confidential to the disclosing party, including, but not limited to:
trade secrets; data, technical processes and chemical processes, suppliers, customers, polymer chemistry; sales, cost and other unpublished financial information; product and business plans and projections; marketing data; client and user lists and
information; and this Agreement and all Exhibits hereto. To be within the foregoing definition, such information shall be disclosed in writing and specifically identified that information which is confidential. “Confidential Information”
shall not include information that: (a) is known or becomes known to the recipient directly or indirectly from a third-party source other than one having an obligation of confidentiality to the disclosing party; (b) is or becomes publicly
available or otherwise ceases to be secret or confidential, except through a breach of this Agreement by the recipient; or (c) is or was independently developed by the recipient without use of or reference to the disclosing party’s
Confidential Information, as shown by evidence in the recipient’s possession and satisfactorily demonstrated to the disclosing party. 

7.2 Non-Disclosure/Non-Use Obligations Each party agrees, for a period of three (3) years after disclosure of Confidential
Information, to hold and maintain all such Confidential Information of the other party in confidence to the same extent that it protects its own similar Confidential Information, but with no less than a reasonable degree of care, and to use such
Confidential Information only as permitted under this Agreement. Each party agrees to take all reasonable precautions to prevent any unauthorized disclosure or use of the other party’s Confidential Information including, without limitation,
disclosing such Confidential Information only to its employees or contractors: (a) who have a need to know to further permitted uses of such information; (b) who are informed of the nondisclosure/non-use obligations imposed by this










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Section 7.2; and (c) who are parties to appropriate written agreements sufficient to comply with the obligations imposed by this Section 7.2. The parties acknowledge and agree that
each may disclose Confidential Information: (x) as required by law or the rules of any applicable securities exchange; (y) to their respective directors, officers, employees, attorneys, accountants, advisors, potential investors and
strategic partners who are under an obligation of confidentiality, on a “need-to-know” basis; or (z) pursuant to an enforceable order of a court or government agency having appropriate jurisdiction, provided that each party will limit
disclosure to that purpose and apply all appropriate judicial safeguards, provided, however, that in the event a party is required to disclose the other party’s Confidential Information as required by law, such party will, as soon as
practicable prior to such disclosure, provide the other party with prompt written notice of such requirement to enable it to seek a judicial protective order. 
  

	8.0	Termination 

 8.1 Term Unless terminated earlier pursuant to
Section 8.2 or Section 8.3, this Agreement expires upon the expiration of the last Valid Claim. 
 8.2 Breach of
Agreement In the event a party breaches any material obligation under this Agreement or any provision hereof and fails to cure such breach within sixty (60) days after receipt of notice thereof from the non-breaching party, the
non-breaching party shall have the right to terminate this Agreement immediately upon notice to the breaching party. 
 8.3
Bankruptcy In the event a party files a voluntary petition for bankruptcy, has an involuntary petition for bankruptcy filed against it which is not dismissed within sixty (60) days, makes an assignment for the benefit of its
creditors, or has a receiver appointed for all or a portion of its property, the party not experiencing such event shall have the right to terminate this Agreement immediately upon notice to the party experiencing such event. All rights and licenses
granted under or pursuant to this Agreement by Incept to Ocular are, and shall otherwise be deemed to be, for purposes of Section 365(n) of the Bankruptcy Code, licenses of rights to “intellectual property” as defined under
Section 101(35A) of the Bankruptcy Code. The parties agree that Ocular, as a licensee of such rights under this Agreement, shall retain and may fully exercise all of its rights and elections under the Bankruptcy Code. 









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 8.4 Effect of
Termination The provisions of Sections 1, 4, 7, 8.4 and 9, along with any payment obligation owed under Section 3 as of the date of termination or expiration, shall survive any termination or expiration of this Agreement. Section 7
shall survive for a period of three (3) years following the date of last disclosure of any Confidential Information. Termination or expiration of this Agreement shall not relieve either party of any obligation which has accrued prior to such
termination or expiration. Notwithstanding the foregoing, upon the expiration, but not the earlier termination of this Agreement, Ocular shall have an exclusive, fully paid-up right and license to use and exploit the Licensed Technology within the
Field of Use. 
  

	9.0	Miscellaneous Provisions 

 9.1 Prior Written Consent This Agreement
may not be assigned by either party without the prior written consent of the non-assigning party, except to a third party that succeeds to all or substantially all of the assigning party’s business or assets relating to this Agreement whether
by sale, merger, operation of law or otherwise; provided that such assignee or transferee promptly agrees in writing to be bound by the terms and conditions of this Agreement. 

9.2 No Joint Venture The parties have entered into this Agreement solely as independent contractors and nothing contained herein
shall be construed as giving rise to joint venture, partnership or other form of business organization. 
 9.3 Written Notices
All notices given hereunder shall be in writing and sent by certified mail, return receipt requested, addressed as follows, provided that a party may change its address for notice by notice thereof. Addresses are: Incept LLC, 645 Clyde Avenue,
Mountain View, CA 94043; and Ocular Therapeutix, Inc., 36 Crosby Drive, Suite 101, Bedford, MA 01730. 
 9.4 Governing Law
This Agreement shall be governed by and construed in accordance with the internal substantive laws of the State of Delaware. The parties agree to submit to the jurisdiction of the State of Delaware. 

9.5 Invalidity of Provisions In the event any provision of this Agreement shall be held to be invalid or unenforceable in whole
or in part, the remainder of this Agreement shall not be affected thereby and shall remain in full force and effect, and such invalid or unenforceable provision shall be enforced to the maximum extent permissible. 









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 9.6
Headings The headings in this Agreement are intended solely for convenience of reference and shall be given no effect in any construction or interpretation of this Agreement. 

9.7 Entire Agreement This Agreement and its Exhibits constitute the entire agreement between the parties concerning its subject
matter and supersedes any prior or contemporaneous agreements and understandings in connection therewith, including the Original License dated April 12, 2007. This Agreement may be amended, waived or revoked only by a written instrument
executed by the parties hereto. 
 IN WITNESS WHEREOF, the parties hereto have executed this Agreement in duplicate originals under seal as
of the date first written above. 
  

			
		 	 /s/ Fred Khosravi

		 	Fred Khosravi
		 	General Partner
		 	Incept, LLC

  

			
		 	 /s/ Amar Sawhney

		 	Amar Sawhney
		 	President and CEO
		 	Ocular Therapeutix, Inc.










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 EXHIBIT A 

Licensed Patents 
  

											
	 Ref. No.
	  	 Matter
	  	 Inventors
	  	 Serial No.

(Filing Date)
	  	 Priority
	  	 Status

		  		  		  		  		  	
		  		  		  		  		  	
		  		  		  		  		  	

 Confidential Materials omitted and filed separately with the Securities and Exchange Commission. A total of nine pages were
omitted. [**] 









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 EXHIBIT B 

JOINT DEFENSE AND ENFORCEMENT AGREEMENT 

RECITALS 

Whereas Incept, LLC (“Incept”), and Ocular Therapeutix, Inc. (“Ocular”), have entered into a certain Amended and
Restated License Agreement in which Incept has granted an exclusive license to Ocular to certain patents and patent applications in a specified field of use, 

Whereas Incept and Ocular desire to enjoy the commercial and legal rights and privileges associated with the aforesaid patent and
patent applications, 
 Whereas Incept and Ocular have a common interest in exchanging information to enforce these legal rights and
privileges, and in the exchange of all such information that may be relevant in the pursuit of these legal rights and privileges, and 

Whereas the parties are represented by legal counsel for enforcing these rights and privileges, and the sharing of relevant information
is in the parties’ common interest reasonably necessary to achieve the purpose for which their attorneys were engaged; 
 Now
therefore, the parties hereto hereby agree as follows: 
 JOINT AGREEMENT 

1.0 Definitions shall be as set forth in the Amended and Restated License Agreement, with additional definitions, for purposes of this Joint
Defense and Enforcement Agreement only, being: 
 1.1 Joint Agreement shall mean this Joint Defense and Enforcement Agreement.

 1.2 Information means any information, written or oral, including, but not limited to: documents, electronic data, emails,
telephone logs, conversations, memos, opinions, analysis, reports, annotations or comments, and tests. 
 1.3 Shared
Information means Information possessed by a Party as a result of the gathering or transfer of Information under this Joint Agreement that, as to a Party, either individually or jointly, is subject to attorney client privilege or attorney
work product. 
 1.4 Parties means Incept and Ocular, and attorneys, agents, employees, consultants, or representatives
thereof, and combinations of the same. 
 1.5 Party means an entity that is one of the Parties. 









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 1.6
Counsel means an attorney or an agent for an attorney. 
 1.7 Common Interest means a common legal interest formed
between Parties, either before or after the execution of the Joint Agreement, including, but not limited to, attorney-client privilege, attorney work product, joint defense privilege, and/or joint attorney work product. 

2.0 Confidentiality 
 2.1
Duration All Shared Information disclosed by a Party pursuant to this Agreement will be held to be confidential by the other Parties as long as necessary to effectuate the purposes of this Joint Agreement and/or preserve the
confidentiality of Shared Information. 
 2.2 Limited Disclosure Counsel for Parties will be directed to limit disclosure of
Shared Information disclosed pursuant to this Joint Agreement to attorneys and agents for the attorneys that are actually using the Information for legal representation of a client. 

3.0 Joint Defense The Parties agree to cooperate with respect to the sharing of Information as necessary to defend a patent application or
patent that is the subject of a license between Incept and Ocular. 
 4.0 Joint Enforcement The Parties agree to cooperate with respect to the
sharing of Information as necessary to enforce a patent application or patent that is the subject of a license between Incept and Ocular. 
 5.0
Information related to other matters The Parties agree to cooperate with respect to the sharing of Information as necessary to accomplish their mutual purposes, and recognize that the scope of discovery and additional legal claims that
may be litigated in association with the matters described herein may require disclosure of Information not directly related to patent matters. 
 6.0
Cooperation in Litigation Incept and Ocular agree to cooperate in Litigation as set forth in Section 6.3 of the Amended and Restated License Agreement. 

7.0 Disclaimers and Waivers 

7.1 Attorney-Client relationships Attorney-Client relationships will not be created by a Common Interest. An attorney-client
relationship may be formed between a Party and a Counsel before formation of a Common Interest, or by a writing executed by a Counsel and by a Party after formation of a Common Interest. Each Party is represented solely by their own Counsel, unless
otherwise specifically agreed in writing. 









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 7.2
Disqualification Waiver Information shared pursuant to this Joint Agreement will not be a basis for disqualifying representation of a Party to this Joint Agreement by a particular attorney or law firm that is otherwise in conformance with
this Joint Agreement and applicable rules of professional responsibility. 
 7.3 Existence of Common Interest Execution of
this Joint Agreement is not an admission that a prior Common Interest does not already exist. 
 8.0 Termination and Miscellaneous Provisions

 8.1 Non-severance of Confidentiality Confidentiality terms of this Joint Agreement shall survive its termination. 

8.2 Settlement Settlement of a legal claim by a Party is not a basis for disclosing Shared Information. 

8.3 Prior Written Consent. This Joint Agreement may not be assigned by either party without the prior written consent of the
non-assigning party, except to a third party that succeeds to all or substantially all of the assigning party’s business or assets relating to this Joint Agreement whether by sale, merger, operation of law or otherwise; provided that such
assignee or transferee promptly agrees in writing to be bound by the terms and conditions of the Joint Agreement. 
 8.4 No Joint
Venture. Nothing contained herein shall be construed as giving rise to joint venture, partnership or other form of business organization. 

8.5 Written Notices. All notices given hereunder shall be in writing by facsimile with proof of receipt and/or sent by certified
mail, return receipt requested, addressed as follows, provided that a party may change its address for notice by notice thereof. Addresses are: Incept LLC, 645 Clyde Ave., Mountain View, CA 94043; and Ocular Therapeutix, Inc., 36 Crosby Drive, Suite
101, Bedford, MA 01730. 
 8.6 Governing Law. This Joint Agreement shall be governed and construed in accordance with the laws
of the State of Delaware without giving effect to that body of law known as “conflicts of law”. 
 8.7 Invalidity of
Provisions. In the event any provision of this Agreement shall be held to be invalid or unenforceable in whole or in part, the remainder of this Joint Agreement shall not be affected thereby and shall remain in full force and effect, and
such invalid or unenforceable provision shall be enforced to the maximum extent permissible. 
  

							
		 	 /s/ Fred Khosravi
	 		 	 /s/ Amar Sawhney

		 	Fred Khosravi	 		 	Amar Sawhney
		 	General Partner	 		 	President and CEO
		 	Incept, LLC	 		 	Ocular Therapeutix, Inc.