Exhibit
10.50


 


Portions
of this exhibit indicated by bracketed asterisks have been omitted because they are not material and would likely cause competitive harm
to Harrow Health, Inc. if publicly disclosed.


 


December
6, 2021


 


VIA
EMAIL


 


Imprimis
Rx, LLC


12264
El Camino Real


Suite
350


San
Diego, California 92130


Attn:
John Saharek


Email:


 


	Re:	Commercial
                                            Alliance Agreement: Expansion of Imprimis Responsibilities



 


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 (collectively, 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 January 1, 2022 (the “Expansion Effective Date”). 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 certain provisional changes and other amendments in and
to the responsibilities and obligations of the parties that will be effective from the Expansion Effective Date through December 31,
2023 (the “Expansion Term”), unless the Expansion Term is shortened or extended by mutual agreement, or as described
below.


 


	 	●	To
    provide for commercial continuity in the event the pass-through period lapses and is granted during a subsequent CMS cycle, Section
    13.3 will be replaced with the following text:
	 	 	 
	 	●	End
    of Pass-Through Payment Status. If Pass-Through Payment Status ceases for a period of not less than six (6) months, then either
    Party may terminate this Agreement by providing thirty (30) days’ prior written notice of termination to the other Party. 



 







    	1



     


    

 


	 	●	During
    the Expansion Term:
	 	 	 
	 	●	Imprimis
    assumes the following responsibilities and obligations, and will indemnify and hold EyePoint harmless, pursuant to Section 12.2 of
    the Agreement, from and against all Liabilities resulting from any Third-Party Claim resulting from any of the following:


 


	 	○	Full
    responsibility for all current Dexycu Sales, Marketing and Medical Science Liaison (MSL) functions, including compliance with all
    applicable laws or regulations related to such responsibilities


 


	 	■	Exception:
    EyePoint marketing and MSL personnel currently dedicated to Dexycu will remain with EyePoint in new roles, but will provide 90 days
    of transition services from the commencement of the Expansion Term. Imprimis shall pay EyePoint for such transition services at EyePoint’s
    cost.


 


	 	○	Imprimis
    will offer full-time employment to these current EyePoint personnel, as of the Expansion Effective Date, on equivalent or better
    salary, bonus, equity opportunities:


 


	 	■	[***]


 


	 	○	Imprimis
    will also assume full responsibility and all associated costs for the following functions pertaining to Dexycu:


 


	 	■	Promotional
    Review Committee (PRC): Imprimis to work with its existing firm, rather than EyePoint’s consultant
	 	■	Compliance
    (Sunshine Act, SOPs, training, etc.): Imprimis to engage EyePoint’s current consultant at G&M Healthcare
	 	■	Speaker
    Programs
	 	■	Trade
    Shows
	 	■	Customer
    Training


 


	 	●	EyePoint
    will provide transition services to Imprimis pertaining to the above responsibilities for a mutually agreed upon period and rate
    of compensation to EyePoint. 
	 	 	 
	 	●	In
    addition, EyePoint shall provide the following services to Imprimis, at cost (payable by Imprimis to EyePoint):


 


	 	○	Field
    Reimbursement and Government Pricing Management
	 	○	HUB
    Management (as required)
	 	○	Safety
    and Pharmacovigilance
	 	○	Information
    Technology support (as required)
	 	○	Distribution
    Management


 




    	2



     


    

 


 


	 	●	EyePoint
    shall retain the following responsibilities and obligations, and will indemnify and hold Imprimis harmless, pursuant to Section 12.1
    of the Agreement, from and against all Liabilities resulting from any Third-Party Claim resulting from any of the following:


 


	 	○	Manufacturing,
    sterilization, packaging
	 	○	Product
    design
	 	○	Product
    labeling
	 	○	Engagement
    of pass-through extension consultants and counsel


 


	 	■	EyePoint
    will continue to pursue pass-through extension for Dexycu in a manner consistent with its good faith efforts to secure pass-through
    extension to date


 


	 	○	Engagement
    of physician consultants
	 	○	Research
    & Development
	 	○	Reimbursement
    management
	 	○	Required
    Clinical Trials


 


	 	■	Including,
    but not limited to, the FDA-required pediatric study


 


	 	○	Quality
	 	○	Regulatory
	 	○	Intellectual
    Property protection
	 	○	Fulfillment
    of obligations to licensees outside of the Territory, including but not limited to, Ocumension
	 	○	A
    summary of material items related to these activities will be reported through the Commercialization Committee on a monthly basis
    with a particular focus related to pass-through extension and label expansion activity (e.g., sNDA)


 


	 	●	Sales-related
    specifics during the Expansion Term:


 


	 	○	The
    term “Customers” shall mean, collectively, all customers for the Product in the Territory.
	 	 	 
	 	○	The
    [***] Remittance Percentage shall apply to Net Sales of the Product in the Territory
	 	 	 
	 	○	Imprimis
    shall be permitted to negotiate GPO, private equity, and related contracts, subject to the following requirements:


 


	 	■	All
    such contracts shall only be effective during the Expansion Term; and
	 	 	 
	 	■	All
    contract terms that could affect ASP, such as rebates, volume discounts, assurance of commercial and Med Advantage carrier reimbursement,
    bundling with other products or services, etc., must be approved by EyePoint in writing in advance if such terms fall outside the
    parameters set forth in Exhibit A attached to this letter.


 




    	3



     


    

 


	 	○	The
    Commercialization Committee shall continue to meet monthly, primarily to review and, if applicable, approve contract terms with key
    accounts and other matters as needed.
	 	 	 
	 	○	Audit
    Rights: In addition to the rights specified in Section 8.6 of the Agreement, EyePoint or its designee shall have the right, but not
    the obligation, during the Expansion Term and for the remainder of the Term:


 


	 	■	To
    observe directly through field rides the performance of Imprimis personnel and 1099 reps in the field, to ensure compliance with
    the Agreement and with the terms of this Letter.


 


	 	●	Mandatory
    Milestones and Downside Protection for EyePoint; Early Termination of Expansion Term


 


	 	○	Imprimis
    shall achieve quarterly Customer demand milestones for the Product of at least [***] Dexycu units (“Minimum Quarterly Units”
    or “MQUs”).
	 	 	 
	 	○	Imprimis
    shall pay to EyePoint an annually-determined per-unit penalty for Customer demand units that fall below the MQUs, as measured on
    January 31, 2023 and January 31, 2024, respectively, and in the amounts set forth on Exhibit B attached hereto; provided however,
    in any event, such penalty amount shall not exceed total commissions payable by EyePoint to Imprimis for Customer demand achieved
    during 2022 and 2023, respectively. 
	 	 	 
	 	○	EyePoint
    shall have the right, but not the obligation, to terminate the Expansion Term upon 90-days written notice to Imprimis, if Imprimis
    fails to achieve the MQUs or to pay any applicable penalties set forth in Exhibit B.
	 	 	 
	 	○	Imprimis
    shall have the right, but not the obligation to terminate the Expansion Term upon 30 days written notice if (i) a proposed or final
    Hospital Outpatient Prospective Payment System (HOPPS) rule issued from CMS during calendar year 2022 does not contain an
    extension of the Pass-Through Payment Period for Dexycu beyond December 31, 2022, and (ii) EyePoint has not otherwise waived the
    MQU for a quarterly period inclusive of or following the date of the proposed or final HOPPS rule described in (i) above.


 


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 for the
duration of the Section 13.1 Term.


 


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.]


 




    	4



     


    

 


	 	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:	December
    6, 2021 	 


 




    	5



     


    

 


EXHIBIT
A


 


Rebate/Volume
Discount Limits for 2022


[***]


 




    	6



     


    

 


EXHIBIT
B


 


Downside
Protection Penalties


(EXAMPLE)


[***]


 




    	7