Manufacturing Know-How. At any time after the Effective Date, in the event that Equinox repeated and materially fails to supply the API (as defined below) to EyePoint as required under the applicable Supply Agreement, and Equinox does not correct the failure in accordance with the terms of the Supply Agreement, then EyePoint shall have the right to request that Equinox commence a technology transfer to EyePoint or its designated contract manufacturing organization, at the expense of EyePoint, of any tangible embodiments of Equinox Know-How or other information or technology Controlled by Equinox and reasonably necessary for the clinical and/or commercial manufacture of the Compound (the “Manufacturing Know-How”). The Parties shall reasonably cooperate to develop and complete a technology transfer plan for the Manufacturing Know-How within thirty (30) days of EyePoint’s request to Equinox to complete such technology transfer; provided, that such technology transfer shall be conducted in accordance with the schedule agreed in such technology transfer plan. For a period of twelve (12) months after the completion of the transfer above, Equinox shall use Commercially Reasonable Efforts, at EyePoint’s reasonable request and expense, to provide technical assistance to enable the use of all Manufacturing Know-How.

Initial Technology Transfer. Equinox represents and warrants, and subject to such representation and warranty EyePoint acknowledges and agrees that, prior to the Effective Date, Equinox has transferred and delivered to EyePoint all tangible embodiments of the Equinox Know-How (other than Regulatory Materials and the Manufacturing Know-How) in its possession or in existence on or prior to the Effective Date, including clinical data arising from Equinox’s development activities prior to the Effective Date. For a period of twelve (12) months after the Effective Date, Equinox shall use Commercially Reasonable Efforts, at EyePoint’s reasonable request and expense, to provide technical assistance to enable the use of the transferred Equinox Know-How, and any updates to the Equinox Know-How that may occur up to twelve (12) months after the Effective Date.