EYEN Eyenovia Inc

On August 10, 2020, Eyenovia, Inc. (the “Company”) entered into a License Agreement, (the “License Agreement”) with Artic Vision (Hong Kong) Limited (“Artic Vision”). Pursuant to the License Agreement, the Company granted to Artic Vision the exclusive right to research, develop, manufacture and commercialize certain products (the “Licensed Products”) in Greater China (mainland China, Hong Kong, Macao and Taiwan) and South Korea (the “Territory”). The Licensed Products include those using the Optejet Dispenser Base with (i) atropine sulfate as its sole active ingredient to treat myopia in humans and (ii) pilocarpine as its sole active ingredient to treat presbyopia in humans.

Within three business days of the effective date of the License Agreement, Arctic Vision must pay the Company an upfront payment of $4.0 million. Arctic Vision also must pay the Company up to an aggregate of approximately $41.75 million in milestone payments and development costs, depending on the achievement of various development and regulatory milestones and subject to the satisfaction of certain other conditions. Arctic Vision must pay the Company for each unit of a Licensed Product supplied by the Company at a set price or, for Licensed Products not supplied by the Company, under the terms of the License Agreement, Arctic Vision must pay the Company a mid-single digit percentage royalty on net sales of Licensed Products, subject to the satisfaction of certain other conditions and certain adjustments in the event of generic entry, patent expiration, introduction of a competitive combination product, or the payment of third party royalties.

Artic Vision may terminate the License Agreement, with respect to any Licensed Product or country in its territory, at any time for convenience upon 90 days’ written notice. Both parties have the right to terminate the License Agreement in the event of (i) an uncured material breach after a 90-day period (or a 30-day period in the case of a failure to pay) or (ii) insolvency.

Eyenovia will pay a mid-double digit percentage of any payments, royalties, or net proceeds from the License Agreement or from products not supplied to Arctic Vision by the Company to Senju Pharmaceutical Co., Ltd. (“Senju”) pursuant to the April 8, 2020 amendment to the Exclusive License Agreement, dated March 8, 2015, between the Company and Senju (as amended, the “Senju License Agreement”), by which Eyenovia reacquired rights to such products in Greater China and South Korea from Senju. On August 10, 2020, in connection with the Company’s entry into the License Agreement with Artic Vision, the Company and Senju entered into a Letter Agreement (the “Senju Letter Agreement”) which clarifies certain terms of the Senju License Agreement to permit the Company to enter into a definitive agreement with a third party to research, develop, manufacture and commercialize the Licensed Products in the Territory.

The foregoing description of the License Agreement and Senju Letter Agreement is qualified in its entirety by reference to the License Agreement and Senju Letter Agreement, respectively, copies of which will be filed with the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2020.