EX-10.11





 Exhibit 10.11 

 

[***] Certain information in this document has been omitted from this exhibit because it is both (i) not material and
(ii) customarily and actually treated by the registrant as private or confidential. 

 LETTER AGREEMENT 

By and between 
 NOVARTIS
TECHNOLOGY LLC 
 and 

OCULIS SA 
 October 12,
2021 
 Novartis Technology LLC (“Novartis”), located at One Health Plaza, East Hanover, New Jersey 07936 United States (as successor to
Alcon Research Ltd), and Oculis SA (“Company”) are the Parties to a certain License Agreement dated December 19, 2018, as amended on September 11, 2020 (the “Agreement”). This Letter Agreement clarifies and modifies
certain terms of the Agreement with the aim of [***]. Capitalized terms not otherwise defined in this letter have the meanings set forth in the Agreement. The following terms apply notwithstanding anything contrary in the Agreement. 

1.    [***]. “[***]” (see Section [***] of the Agreement) involve [***] and as such are [***]. The Parties
wish to clarify the scope of activities that are deemed “[***]” under the Agreement and, as such, are [***]. As used in the Agreement, “[***]” shall mean only (i) [***], or (ii) [***]. As used herein,
“[***]” means [***]. For clarity, [***]. 
 Schedule 1 to this Letter Agreement sets out ***], and [***], as agreed by the
Parties as of the Effective Date (date of last signature) of this Letter Agreement and as may be amended [***]. 












 2.    [***]: Novartis has agreed to [***]. Accordingly, [***] as of
the Effective Date (date of last signature) of this Letter Agreement is: [***] 
 3. Confidentiality Term. Unless [***] 

{i) with respect to [***], [***] shall apply for [***], thus [***]. 

(ii) With respect to [***], [***]; provided that [***], Oculis shall [***]. 

4. Disclosure of Information. 
 (i) Disclosure of [***]
to Third Parties (other than [***]) for [***] requires [***]. Once [***], a [***] shall be [***] upon [***] request. Oculis shall [***]. 
 (ii) Disclosure
of [***] to [***] for [***] does not require [***], but Oculis shall [***]. For clarity, [***] to [***] does not require [***]. 
 (iii) Where Oculis or
sublicensees are [***] of any [***] to [***], such [***] to the extent permitted [***]. Novartis may [***]. The Parties will work in good faith to [***] and shall [***] within [***] after such [***]. All other [***] remain subject to [***] of the
Agreement. 
 (iv) [***] described under Sections 3 and 4 above [***]. 

Except for the sections of the Agreement specifically amended hereunder, all terms and conditions of the Agreement remain and shall remain in full force and
effect. This Letter Agreement shall hereafter be incorporated into and deemed part of the Agreement and any future reference to the Agreement shall include the terms and conditions of this Letter Agreement. 

This Letter Agreement shall be governed by, and construed in accordance with, the laws which govern the Agreement, and the Parties submit to the jurisdiction
and dispute resolution provisions as set forth in the Agreement. 
 IN WITNESS WHEREOF, the Parties intending to be bound have caused this Letter Agreement
to be executed by their duly authorized representatives on the date above. 
 Novartis Technology LLC 

DATE 10/12/2021 

            /s/ Thomas N Kendris 

Name: Thomas N Kendris 
 Title: President, Novartis Corporation













 Oculis SA 
  

									
	DATE	 	10/19/2021	 		 	DATE	 	10/19/2021
					
	Name:	 	/s/ Riad Sherif	 		 	Name:	 	/s/ Pall R. Johannesson
					
		 	Riad Sherif	 		 		 	Pall R. Johannesson
					
	Title:	 	CEO	 		 	Title:	 	Chief Strategy Officer













 Schedule 1 

[***]