Common use of CONFIDENTIAL TREATMENT REQUESTED Clause in Contracts

CONFIDENTIAL TREATMENT REQUESTED. preferences due to the **** Investors. To the extent that the stockholders of Histogenics receive payment of the purchase price from a Liquidity Event over time, such as an escrow, installment sale or earnout, then the Consideration shall be paid as funds (whether in cash or in-kind) are actually received by the stockholders of Histogenics. At the Effective Date, the stockholders (which term in this Agreement includes the **** Investors) shall enter into a Stockholders Agreement whereby they agree on behalf of themselves and their successors and assigns to irrevocably authorize Histogenics to pay the Consideration upon the occurrence of a Liquidity Event from the proceeds thereof directly to Takagi in accordance with the terms hereof. If, in lieu of a Liquidity Event, Histogenics shall undertake an initial public offering of its common stock (an “IPO”) then immediately prior to the IPO Histogenics and/or its stockholders shall pay the Consideration in shares of its common stock valued at the IPO price, as determined by the Histogenics IPO pricing committee (the “Shares”). For purposes of determining the aggregate number of Shares to be issued to Takagi in such case, Histogenics shall take its pre-IPO value as determined by the Histogenics IPO pricing committee, subtract from that amount the transaction costs of the IPO, the amount of post-Effective Date indebtedness, if any, of Histogenics at the time and the amount of all rights and preferences of the **** Investors, and then multiply the result by the Consideration percentage. **** Subject to execution of any applicable confidentiality or nondisclosure agreement, Takagi shall have the right to receive and review copies of the closing documentation and agreements relating to any Liquidity Event.

CONFIDENTIAL TREATMENT REQUESTED. preferences due stockholders fail to approve the issuance of such common shares to EMORY within [**** Investors. To ] after the extent that Effective Date of this Agreement, ALIMERA will pay EMORY One Hundred Fifty Thousand Dollars ($150,000) as the stockholders of Histogenics receive payment license fee in lieu of the purchase price from a Liquidity Event over time, issuance of such as an escrow, installment sale or earnout, then the Consideration shall be paid as funds (whether in cash or in-kind) are actually received by the stockholders of Histogenics. At common shares within [*] after the Effective Date, the stockholders (which term in this Agreement includes the **** Investors) shall enter into a Stockholders Agreement whereby they agree on behalf of themselves and their successors and assigns to irrevocably authorize Histogenics to pay the Consideration upon the occurrence of a Liquidity Event from the proceeds thereof directly to Takagi . ALIMERA acknowledges that in accordance with EMORY’s Intellectual Property Policy, the terms hereofInventors are to receive a portion of the ALIMERA common stock received as consideration hereunder. IfNotwithstanding any transfer restrictions imposed on such shares of ALIMERA common stock, in lieu ALIMERA agrees to the transfer of a Liquidity Event, Histogenics shall undertake an initial public offering portion of its the ALIMERA common stock to such Inventors; provided, that (an a) such Inventors qualify as “IPO”accredited investors” within the meaning of Rule 501 of Regulation D of the Securities Act of 1933, as presently in effect and (b) then immediately prior such Inventors agree to become a party to and to be bound by the Stockholder Agreements as “Common Holders” and any other agreements respecting such transfer as reasonably required by the Board. Subject to this Article 3.1, ALIMERA shall issue directly to EMORY and to the IPO Histogenics and/or its stockholders shall pay Inventors the Consideration in number of shares of its ALIMERA common stock valued at with a fair market value equal to One Hundred Fifty Thousand Dollars ($150,000) on the IPO pricedate of issuance as stated in APPENDIX E. ALIMERA shall issue such common stock within [*] after the Effective Date. The shares of ALIMERA common stock issued pursuant to this Agreement shall be subject to the same terms and conditions under the Stockholder Agreements as the shares of ALIMERA common stock held by the other “Common Holders” party thereto, and shall be subject to the same rights, preferences, privileges, restrictions and other matters relating to the shares of ALIMERA common stock under ALIMERA’s certificate of incorporation, as determined by the Histogenics IPO pricing committee (the “Shares”)in effect from time to time, as all other shares of ALIMERA common stock. For purposes of determining the aggregate number of Shares to be issued to Takagi in such case, Histogenics ALIMERA shall take its pre-IPO value as determined by the Histogenics IPO pricing committee, subtract from that amount the transaction costs of the IPO, the amount of post-Effective Date indebtedness, if any, of Histogenics at the time and the amount of all rights and preferences of the provide EMORY with [**** Investors, and then multiply the result by the Consideration percentage. **** Subject to execution of any applicable confidentiality or nondisclosure agreement, Takagi shall have the right to receive and review copies of the closing documentation and agreements relating to any Liquidity Event].

CONFIDENTIAL TREATMENT REQUESTED. preferences due Parties pursuant to the **** Investors. To the extent that the stockholders of Histogenics receive payment of the purchase price from a Liquidity Event over time, such as an escrow, installment sale or earnout, then the Consideration shall be paid as funds (whether in cash or in-kindSection 9.2(a) are actually received with respect to any Loss and Litigation Expense incurred by the stockholders Buyer Indemnified Parties until the amount of Histogenics. At the Effective Date, the stockholders (which term in this Agreement includes the **** Investors) shall enter into a Stockholders Agreement whereby they agree on behalf of themselves Loss and their successors and assigns to irrevocably authorize Histogenics to pay the Consideration upon the occurrence of a Liquidity Event from the proceeds thereof directly to Takagi in accordance with the terms hereof. If, in lieu of a Liquidity Event, Histogenics shall undertake an initial public offering of its common stock (an “IPO”) then immediately prior to the IPO Histogenics and/or its stockholders shall pay the Consideration in shares of its common stock valued at the IPO price, as determined Litigation Expense suffered by the Histogenics IPO pricing committee Buyer Indemnified Parties related to each individual Claim exceeds Twenty Thousand Dollars ($20,000) (the “SharesMinimum Claim Amount”). For purposes of determining ; provided, further, however, that the aggregate number amount that Seller shall be required to indemnify and hold harmless the Buyer Indemnified Parties pursuant to Section 9.2(a) with respect to all Loss and Litigation Expense incurred by all Buyer Indemnified Parties shall not exceed the Cap; provided further, however, that the Cap shall not apply with respect to any Loss and Litigation Expense resulting from a breach of Shares to be issued to Takagi in such case, Histogenics shall take its pre-IPO value as determined by the Histogenics IPO pricing committee, subtract any Seller Fundamental Representation (other than 3.8.3) or from that amount the transaction costs fraud or intentional misrepresentation of the IPO, the amount of post-Effective Date indebtedness, if any, of Histogenics at the time Seller and the amount Minimum Claim Amount shall not apply with respect to any Loss and Litigation Expense resulting from fraud or intentional misrepresentation of all rights and preferences of Seller. With respect to Seller’s indemnification obligation in clause (e) above, notwithstanding anything to the **** Investorscontrary in this Agreement, (i) Seller shall not be liable to Buyer if Buyer (x) requests Seller to bring an action against Seller’s personnel, agents or consultants to protect such Confidential Information or recover damages as contemplated by Section 6.4, and then multiply the result by the Consideration percentage. **** Subject Buyer does not promptly pay all Litigation Expenses associated with such action (or provide other assurance reasonably acceptable to execution of any applicable confidentiality Seller that such payment will be made) or nondisclosure agreement(y) does not request Seller to bring such action, Takagi and (ii) Seller’s liability shall have the right to receive and review copies of the closing documentation and agreements relating not extend to any Liquidity EventLitigation Expense incurred by Buyer that is associated with such action against Seller’s personnel, agents or consultants.

CONFIDENTIAL TREATMENT REQUESTED. preferences due Dollars ($1,000,000) in cash and during each Annual Period thereafter, cash in the aggregate amount equal to the **** InvestorsWTC Minimum Fees for such Annual Period plus the amount of the WTC Minimum Fees for the next Annual Period, or (ii) bonds of the United States of America, or of the State of New Jersey, or of the State of New York, having a market value of the amount specified in each category above, as security for the full, faithfull and prompt performance of and compliance with, on the part of the Permittee and BRAM, all of the terms, provisions, covenants and conditions of this Agreement on their part to be fulfilled, kept, performed or observed (the “Security Deposit”). To the extent Bonds qualifying for deposit hereunder shall be in bearer form but if bonds of that issue were offered only in registered form, then BRAM may deposit such bond or bonds in registered form, provided, however, that the stockholders Port Authority shall be under no obligation to accept such deposit of Histogenics receive payment a bond in registered form unless such bond has been re-registered in the name of the purchase price Port Authority (the expense of such re-registration to be borne by BRAM) in a manner satisfactory to the Port Authority in its reasonable discretion. BRAM may request the Port Authority to accept a registered bond in BRAM’s name and, if acceptable to the Port Authority, BRAM shall deposit such bond together with a bond power (and such other instruments or other documents as the Port Authority may require in its reasonable discretion) in form and substance satisfactory to the Port Authority in its reasonable discretion. In the event the deposit is returned to BRAM, any expenses incurred by the Port Authority in re-registering a bond to the name of BRAM shall be borne by BRAM. In addition to any and all other remedies available to it, the Port Authority shall have the right, at its option, at any time and from a Liquidity Event over time to time, such as an escrowwith or without notice, installment sale to use the deposit or earnout, then any part thereof in whole or partial satisfaction of any of its claims or demands against the Consideration Permittee or BRAM. There shall be paid no obligation on the Port Authority to exercise such right and neither the existence of such right nor the holding of the deposit itself shall cure any default or breach of this Agreement on the part of the Permittee or BRAM. With respect to any bonds deposited by BRAM, the Port Authority shall have the right, in order to satisfy any of its claims or demands against the Permittee or BRAM, to sell the same in whole or in part, at any time and from time to time, with or without prior notice at public or private sale, all as funds determined by the Port Authority, together with the right to purchase the same at such sale. The proceeds of every such sale shall be applied by the Port Authority, first to the costs and expenses of the sale (whether including but not limited to advertising or commission expenses) and then to the amounts due the Port Authority from the Permittee or BRAM. Any balance remaining shall be retained in cash or in-kind) are actually received by toward bringing the stockholders of Histogenicsdeposit to the sum specified above. At In the Effective Dateevent that the Port Authority shall, the stockholders (which term in this Agreement includes the **** Investors) shall enter into a Stockholders Agreement whereby they agree on behalf of themselves and their successors and assigns to irrevocably authorize Histogenics to pay the Consideration upon the occurrence of a Liquidity Event from the proceeds thereof directly to Takagi in accordance with the terms hereof. If, in lieu at any time or times so use the deposit, or any part thereof, or if bonds shall have been deposited and the market value thereof is or shall have declined below the above-mentioned amount, the Permittee shall cause BRAM to, on demand of a Liquidity Eventthe Port Authority and within two (2) Business Days thereafter, Histogenics shall undertake an initial public offering of its common stock (an “IPO”) then immediately prior deposit with the Port Authority additional cash or bonds so as to maintain the deposit at all times to the IPO Histogenics and/or its stockholders full amount above stated, and such additional deposits shall pay be subject to all the Consideration in shares conditions of its common stock valued at this Section. After the IPO price, as determined by the Histogenics IPO pricing committee (the “Shares”). For purposes of determining the aggregate number of Shares to be issued to Takagi in such case, Histogenics shall take its pre-IPO value as determined by the Histogenics IPO pricing committee, subtract from that amount the transaction costs expiration or earlier termination of the IPOWTC Term, and upon condition that the Permittee or BRAM shall then be in no way in default under any part of this Agreement, and upon written request therefor by BRAM, the Port Authority shall promptly return the deposit to BRAM, together with any interest earned thereon, less the amount of post-Effective Date indebtedness, if any, of Histogenics at the time any and the amount of all rights unpaid claims and preferences demands (including estimated damages) of the **** InvestorsPermittee or BRAM by reason of any previous default or breach by the Permittee or BRAM of this Agreement or any part thereof. After the expiration or earlier termination of this Agreement with respect to any individual building within the WTC Facility, and upon condition that BRAM shall then multiply be in no way in default under any part of this Agreement, and upon written request therefor by BRAM, the result by the Consideration percentage. **** Subject to execution of any applicable confidentiality or nondisclosure agreement, Takagi Port Authority shall have the right to receive and review copies promptly return a pro rata portion of the closing documentation and agreements relating Security Deposit to any Liquidity Event.BRAM (based on the total rentable square footage in such building compared to the total

CONFIDENTIAL TREATMENT REQUESTED. preferences due Company shall use its best efforts to effect the **** Investors. To registration under the extent that the stockholders of Histogenics receive payment Securities Act of the purchase price from Registrable Securities which it has been so requested to register (“Piggyback Registration”); at the Company’s sole cost and expense and at no cost or expense to (except as provided in Section 8.3(a) hereof). If the Holder decides not to include all of its Registrable Securities in any Registration Statement thereafter filed by the Company, the Holder shall nevertheless continue to have the right to include any Common Stock in any subsequent Registration Statement or Registration Statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein. If a Liquidity Event over time, such as Registration Statement under which the Company gives notice under this Section 8.2 is for an escrow, installment sale or earnoutunderwritten offering, then the Consideration Company shall so advise the Holder. In such event, the right of the Holder’s Common Stock to be included in a registration pursuant to this Section 8.2 shall be paid as funds (whether conditioned upon Holder’s participation in cash or in-kind) are actually received by such underwriting and the stockholders inclusion of HistogenicsHolder’s Common Stock in the underwriting. At the Effective DateIf Holder proposes to distribute any Common Stock through such underwriting, the stockholders (which term in this Agreement includes the **** Investors) Holder shall enter into a Stockholders Agreement whereby they agree on behalf of themselves and their successors and assigns to irrevocably authorize Histogenics to pay the Consideration upon the occurrence of a Liquidity Event from the proceeds thereof directly to Takagi an underwriting agreement in accordance customary form with the terms hereofmanaging underwriter or underwriter(s) selected for such underwriting. If, in lieu Notwithstanding the provisions of a Liquidity Event, Histogenics shall undertake an initial public offering of its common stock (an “IPO”) then immediately prior to the IPO Histogenics and/or its stockholders shall pay the Consideration in shares of its common stock valued at the IPO price, as determined by the Histogenics IPO pricing committee (the “Shares”). For purposes of determining the aggregate number of Shares to be issued to Takagi in such case, Histogenics shall take its pre-IPO value as determined by the Histogenics IPO pricing committee, subtract from that amount the transaction costs of the IPOthis Section 8.2, the amount of post-Effective Date indebtedness, if any, of Histogenics at the time and the amount of all rights and preferences of the **** Investors, and then multiply the result by the Consideration percentage. **** Subject to execution of any applicable confidentiality or nondisclosure agreement, Takagi Company shall have the right at any time after it shall have given written notice pursuant to receive and review copies this Section 8.2 (irrespective of whether any written request for inclusion of Registrable Securities shall have already been made) to elect not to file any such proposed Registration Statement, or to withdraw the closing documentation and agreements relating same after the filing but prior to any Liquidity Eventthe effective date thereof.

CONFIDENTIAL TREATMENT REQUESTED. preferences due limited to, Direct Commercialization Costs; with the exception that CDS shall be responsible for paying: (a) the CDS Patent Costs paid after the first Product Profitability Date, subject to Section 7.1.2, (b) all UKRF Costs and (c) insurance premiums paid by CDS to maintain insurance required by Section 10.4 to the extent such insurance relates to Product (i.e., if insurance covers risks other than risks related to Commercialization of Products, then only an appropriate portion of such premiums shall be reimbursed). Alimera shall reimburse CDS for [**** Investors. To the extent that the stockholders of Histogenics receive payment ] of the purchase price from a Liquidity Event over timeamount described in clauses (a), such as an escrow, installment sale or earnout, then the Consideration shall be paid as funds (whether in cash or in-kindb) are actually received by the stockholders of Histogenics. At the Effective Date, the stockholders and (which term in this Agreement includes the **** Investorsc) shall enter into a Stockholders Agreement whereby they agree on behalf of themselves and their successors and assigns to irrevocably authorize Histogenics to pay the Consideration upon the occurrence of a Liquidity Event from the proceeds thereof directly to Takagi in accordance with the terms hereof. If, in lieu of a Liquidity Event, Histogenics shall undertake an initial public offering of its common stock (an “IPO”) then immediately prior to the IPO Histogenics and/or its stockholders shall pay the Consideration in shares of its common stock valued at the IPO price, as determined by the Histogenics IPO pricing committee (the “Shares”). For purposes of determining the aggregate number of Shares to be issued to Takagi in such case, Histogenics shall take its pre-IPO value as determined by the Histogenics IPO pricing committee, subtract from that amount the transaction costs of the IPOpreceding sentence within thirty (30) days after the date of invoice from CDS; provided, however, that the amount of post-Effective Date indebtednessthe [*] that Alimera reimburses CDS in any calendar year shall not exceed [*] and that the reimbursement percentage for the amount described in clause (a) may be less than [*] to the extent provided in Section 7.1.2. The costs set forth in (a), if any, (b) and (c) of Histogenics at this Section 4.4 for which Alimera has a reimbursement responsibility shall be collectively referred to herein as the “CDS Commercialization Costs”. In the event that (i) Alimera fails to reimburse CDS within the time period specified above, and (ii) Alimera fails to pay all such payments under this Agreement within thirty (30) days after receiving written notice from CDS of such outstanding payments (provided that Alimera has a one-time right to use sixty (60) days to cure hereunder), then, automatically and without further action by CDS or Alimera, the amount Fifty/Fifty Amendments shall be deemed to have been made, which amendments shall apply to all payments due or paid thereafter. The foregoing states the entire liability of Alimera with respect to its failure to make a timely payment of all rights and preferences of the **** Investors, and then multiply the result by the Consideration percentage. **** Subject to execution or a portion of any applicable confidentiality or nondisclosure agreementof its CDS Commercialization Costs (but will not limit Alimera’s liability for any failure to pay CDS Net Profits payments, Takagi shall have the right to receive and review copies of the closing documentation and agreements relating to any Liquidity Eventwhich is addressed in Section 6.5.1(c)(I)).

CONFIDENTIAL TREATMENT REQUESTED. preferences due regarding the achievement of future results, and although Enumeral believes that the expectations reflected in these forward-looking statements are based on reasonable assumptions, actual results may differ from the assumptions underlying the statements that have been made regarding anticipated events. Factors that may cause actual results, performance or achievements, or industry results to differ materially from those contemplated by such forward-looking statements include, among others, the risks that (a) Enumeral’s expectations regarding market acceptance of the Company’s business in general and the Company’s ability to penetrate the antibody discovery and development fields in particular, as well as the timing of such acceptance, (b) Enumeral’s ability to attract and retain management with experience in biotechnology and antibody discovery and similar emerging technologies, (c) the scope, validity and enforceability of Enumeral’s and third party intellectual property rights, (d) Enumeral’s ability to raise capital when needed and on acceptable terms and conditions, (e) Enumeral’s ability to comply with governmental regulation, (f) the intensity of competition, (g) changes in the political and regulatory environment and in business and fiscal conditions in the United States and overseas and (h) general economic conditions. More detailed information about Enumeral and risk factors that may affect the realization of forward-looking statements, including forward-looking statements in this press release, is set forth in Enumeral’s filings with the Securities and Exchange Commission. Enumeral urges investors and security holders to read those documents free of charge at the Commission’s website at xxxx://xxx.xxx.xxx. Forward-looking statements speak only as to the date they are made, and except for any obligation under the U.S. federal securities laws, Enumeral undertakes no obligation to publicly update any forward-looking statement as a result of new information, future events or otherwise. Contact Enumeral Biomedical Holdings, Inc. Xxxxx Xxxxxx, (000) 000-0000 xxxxx@xxxxxxxx.xxx Portions of the exhibit, indicated by the xxxx “[**** Investors. To the extent that the stockholders of Histogenics receive payment of the purchase price from a Liquidity Event over time, such as an escrow, installment sale or earnout, then the Consideration shall be paid as funds (whether in cash or in-kind) are actually received by the stockholders of Histogenics. At the Effective Date, the stockholders (which term in this Agreement includes the **** Investors) shall enter into a Stockholders Agreement whereby they agree on behalf of themselves ],” were omitted and their successors and assigns to irrevocably authorize Histogenics to pay the Consideration upon the occurrence of a Liquidity Event from the proceeds thereof directly to Takagi in accordance have been filed separately with the terms hereof. If, in lieu of a Liquidity Event, Histogenics shall undertake an initial public offering of its common stock (an “IPO”) then immediately prior Securities and Exchange Commission pursuant to the IPO Histogenics and/or its stockholders shall pay the Consideration in shares of its common stock valued at the IPO price, as determined by the Histogenics IPO pricing committee (the “Shares”). For purposes of determining the aggregate number of Shares to be issued to Takagi in such case, Histogenics shall take its pre-IPO value as determined by the Histogenics IPO pricing committee, subtract from that amount the transaction costs of the IPO, the amount of post-Effective Date indebtedness, if any, of Histogenics at the time and the amount of all rights and preferences of the **** Investors, and then multiply the result by the Consideration percentage. **** Subject to execution of any applicable confidentiality or nondisclosure agreement, Takagi shall have the right to receive and review copies of the closing documentation and agreements relating to any Liquidity Event.Registrant’s application requesting confidential treatment

CONFIDENTIAL TREATMENT REQUESTED. preferences due and after the occurrence and during the continuance of a Termination Event, Buyer may deem necessary or desirable to enforce collection of the Transferred Receivables, the Borrower Assigned Agreements and the other Borrower Collateral; provided that the applicable Originator may, rather than commencing any such action or taking any other enforcement action, at its option, elect to pay to Buyer, for deposit into the Agent Account, an amount equal to the **** InvestorsOutstanding Balance of any such Transferred Receivable. To the extent If (i) an Incipient Termination Event or a Termination Event shall have occurred and be continuing or (ii) Buyer in good faith believes that the stockholders of Histogenics receive payment of the purchase price from an Incipient Termination Event or a Liquidity Termination Event over time, such as an escrow, installment sale or earnoutis imminent, then Buyer may, without prior notice to any Originator or the Consideration shall be paid as funds Servicer, (whether in cash or in-kindx) are actually received by exercise its right to take exclusive ownership and control of (1) the stockholders of Histogenics. At the Effective DateCollections, the stockholders (which term in this Agreement includes Collection Accounts and the **** Investors) shall enter into a Stockholders Agreement whereby they agree on behalf of themselves and their successors and assigns to irrevocably authorize Histogenics to pay the Consideration upon the occurrence of a Liquidity Event from the proceeds thereof directly to Takagi Concentration Accounts in accordance with the terms hereof. Ifof the applicable Collection Account Agreement or Concentration Account Agreement, as applicable, and (2) the Borrower Account in lieu accordance with the Borrower Account Agreement (in which case the Servicer shall be required to deposit any Collections it then has in its possession or at any time thereafter receives, immediately in the relevant Concentration Account) and (y) notify any Obligor under any Transferred Receivable or obligors under the Borrower Assigned Agreements of a Liquidity Eventthe sale to Buyer of such Transferred Receivables and of the pledge of such Transferred Receivables or Borrower Assigned Agreements, Histogenics shall undertake an initial public offering of its common stock (an “IPO”) then immediately prior as the case may be, to the IPO Histogenics and/or its stockholders shall pay Administrative Agent and direct that payments of all amounts due or to become due to Buyer thereunder be made directly to Buyer or any servicer, collection agent or Account designated by Buyer and Buyer may enforce collection of any such Transferred Receivable or the Consideration in shares of its common stock valued at the IPO priceBorrower Assigned Agreements and adjust, as determined by the Histogenics IPO pricing committee (the “Shares”). For purposes of determining the aggregate number of Shares to be issued to Takagi in such case, Histogenics shall take its pre-IPO value as determined by the Histogenics IPO pricing committee, subtract from that amount the transaction costs of the IPO, settle or compromise the amount of post-Effective Date indebtedness, if any, of Histogenics at or payment thereof. Buyer shall provide prompt notice to the time and the amount of all rights and preferences of the **** Investors, and then multiply the result by the Consideration percentage. **** Subject to execution Servicer of any applicable confidentiality such notification of assignment, pledge or nondisclosure agreement, Takagi shall have direction of payment to the right to receive and review copies of the closing documentation and agreements relating to Obligors under any Liquidity EventTransferred Receivables.

CONFIDENTIAL TREATMENT REQUESTED. preferences due REDACTED COPY assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the **** InvestorsAdministrative Agent, the L/C Issuer or any Lender hereunder (and interest accrued thereon) and (y) acquire (and fund as appropriate) its full pro rata share of all Loans and participations in Letters of Credit and Swing Line Loans in accordance with its Applicable Percentage. To Notwithstanding the extent foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable Law without compliance with the stockholders provisions of Histogenics receive payment of the purchase price from a Liquidity Event over time, such as an escrow, installment sale or earnoutthis paragraph, then the Consideration assignee of such interest shall be paid as funds (whether in cash or in-kind) are actually received deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs. Subject to acceptance and recording thereof by the stockholders Administrative Agent pursuant to subsection (c) of Histogenics. At this Section, from and after the Effective Dateeffective date specified in each Assignment and Assumption, the stockholders (which term in assignee thereunder shall be a party to this Agreement includes and, to the **** Investorsextent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 3.01, 3.04, 3.05, and 10.04 with respect to facts and circumstances occurring prior to the effective date of such assignment; provided, that except to the extent otherwise expressly agreed by the affected parties, no assignment by a Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender. Upon request, the Borrower (at its expense) shall enter into execute and deliver a Stockholders Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement whereby they agree on behalf that does not comply with this subsection shall be treated for purposes of themselves and their successors and assigns to irrevocably authorize Histogenics to pay the Consideration upon the occurrence this Agreement as a sale by such Lender of a Liquidity Event from the proceeds thereof directly to Takagi participation in such rights and obligations in accordance with the terms hereof. If, in lieu subsection (d) of a Liquidity Event, Histogenics shall undertake an initial public offering of its common stock (an “IPO”) then immediately prior to the IPO Histogenics and/or its stockholders shall pay the Consideration in shares of its common stock valued at the IPO price, as determined by the Histogenics IPO pricing committee (the “Shares”). For purposes of determining the aggregate number of Shares to be issued to Takagi in such case, Histogenics shall take its pre-IPO value as determined by the Histogenics IPO pricing committee, subtract from that amount the transaction costs of the IPO, the amount of post-Effective Date indebtedness, if any, of Histogenics at the time and the amount of all rights and preferences of the **** Investors, and then multiply the result by the Consideration percentage. **** Subject to execution of any applicable confidentiality or nondisclosure agreement, Takagi shall have the right to receive and review copies of the closing documentation and agreements relating to any Liquidity Eventthis Section.

CONFIDENTIAL TREATMENT REQUESTED. preferences due Exhibit 6.11 Post-Closing Services Seller will provide Buyer with sales and training services from the Closing Date until [*] (the “Transition Services”). Upon Buyer’s provision of notice to Seller at least [*] prior to the desired delivery of Transition Services, Seller will make available to Buyer the services of [*] or another individual [*] ([** Investors] and such other individually being collectively referred to herein as the “Trainer”). Buyer will pay [*] per week (assuming a forty hour work week) of Transition Services provided by Seller, pro rated based on the actual number of hours of Transition Services utilized by Buyer. To the extent that commercially reasonable, Seller will provide Buyer [*] notice should Buyer decide to terminate the stockholders of Histogenics receive payment of the purchase price from a Liquidity Event over time, such as an escrow, installment sale or earnout, then the Consideration shall be paid as funds (whether in cash or in-kind) are actually received by the stockholders of HistogenicsTrainer. At the Effective Date, the stockholders (which term in this Agreement includes the **** Investors) shall enter into a Stockholders Agreement whereby they agree on behalf of themselves Certain information has been omitted and their successors and assigns to irrevocably authorize Histogenics to pay the Consideration upon the occurrence of a Liquidity Event from the proceeds thereof directly to Takagi in accordance filed separately with the terms hereofCommission. If, in lieu of a Liquidity Event, Histogenics shall undertake an initial public offering of its common stock (an “IPO”) then immediately prior Confidential treatment has been requested with respect to the IPO Histogenics and/or its stockholders shall pay the Consideration in shares omitted portions. Execution Version Exhibit 7.1.6 Opinion of its common stock valued at the IPO priceCounsel for Seller December 20, 2006 Bausch & Lomb Incorporated Xxx Xxxxxx & Xxxx Xxxxx Xxxxxxxxx, XX 00000 Ladies and Gentlemen: We have acted as determined by the Histogenics IPO pricing committee counsel for Alimera Sciences, Inc., a Delaware corporation (the “SharesCompany”), in connection with Asset Purchase Agreement, dated as of December 20, 2006 (the “Agreement”) by and between the Company and Bausch & Lomb Incorporated, a New York corporation (“Buyer”). For This opinion is being rendered to you pursuant to Section 7.1.6 of the Agreement. Capitalized terms not ot Agreement. In connection with the opinions expressed herein, we have made such examination of matters of law and of fact as we considered appropriate or advisable for purposes hereof. As to matters of fact material to the opinions expressed herein, we have relied upon the representations and warranties as to factual matters contained in and made by the Company pursuant to the Agreement, a certificate of an officer of the Company (the “Opinion Certificate”; a copy of which has been provided to Buyer) and other certificates and statements of government officials. We have also examined originals or copies of such corporate documents or records of the Company as we have considered appropriate for the opinions expressed herein. We have assumed for the purposes of determining this opinion that the aggregate number signatures on documents and instruments examined by us are authentic, that each document is what it purports to be, and that all documents submitted to us as copies or facsimiles conform with the originals, which facts we have not independently verified. We have not conducted a docket search in any jurisdiction with respect to litigation that may be pending against the Company or any of Shares to be issued to Takagi its officers or directors or undertaken any further inquiry other than as stated herein. In addition, we have reviewed the Company’s Amended and Restated Certificate of Incorporation and Bylaws, each as amended and in such case, Histogenics shall take its pre-IPO value as determined by effect on the Histogenics IPO pricing committee, subtract from that amount date hereof (the transaction costs of the IPO, the amount of post-Effective Date indebtedness, if any, of Histogenics at the time “Charter Documents”) and the amount of all rights and preferences of the **** Investors, and then multiply the result by the Consideration percentage. **** Subject to execution of any applicable confidentiality or nondisclosure agreement, Takagi shall have the right to receive and review copies of the closing documentation and agreements relating to any Liquidity Event.following documents:

CONFIDENTIAL TREATMENT REQUESTED. preferences due may acquire) any right, title or interests of Lessee in and to (i) the Units listed in the Inventory, as updated from time to time, including all Non-Leased Lessor Rhodium contained therein and all Metal contained therein, but excluding, for the avoidance of doubt, any Non-Lessor Metal; (ii) the Unallocated Rhodium Account; (iii) all Rhodium therein or represented thereby; (iv) Lessee’s books and records, but solely as they relate to the **** Investors. To Specified Assets (as defined below); and (v) all products and proceeds of the extent foregoing (the “Specified Assets”), as security for the payment and performance in full of all of Lessee’s obligations under the Operative Documents (including, without limitation, any Consideration, Lease Rent, fees, late charges and interest payable hereunder or under the Leases after the filing of a petition under the Bankruptcy Code, whether or not such Consideration, Lease Rent, fees, late charges and interest are allowed in the bankruptcy proceeding (collectively, “Post-Petition Amounts”)); provided, that, with respect to the Unallocated Rhodium Account, the Rhodium therein or represented thereby, the books and records relating thereto and the products and proceeds of the foregoing, Lessor hereby acknowledges and agrees that the stockholders aggregate dollar value (such value to be calculated based on the Benchmark Value) of Histogenics receive payment such security interest shall in no event exceed the dollar value of the purchase price from a Liquidity Event over time, such as an escrow, installment sale lesser of (a) thirty-five percent (35%) of the aggregate dollar value of the Platinum subject to one or earnout, then the Consideration shall be paid as funds (whether in cash or in-kind) are actually received by the stockholders of Histogenics. At the Effective Date, the stockholders (which term in this Agreement includes the **** Investors) shall enter into a Stockholders Agreement whereby they agree on behalf of themselves and their successors and assigns to irrevocably authorize Histogenics to pay the Consideration upon the occurrence of a Liquidity Event from the proceeds thereof directly to Takagi more Yarns Leases in accordance with the terms hereof, and (b) $24,400,000. IfSuch Lien shall remain in full force and effect until, and shall terminate upon, indefeasible payment and performance in full of all of such obligations (including, without limitation, any Post-Petition Amounts). Lessee agrees to promptly execute and deliver, and hereby authorizes Lessor to file without Lessee’s signature (to the extent permitted by applicable law), all further instruments and documents as Lessor may reasonably request, in lieu order to perfect, preserve and protect the Lien granted hereby or to enable Lessor to exercise and enforce its rights and remedies hereunder with respect to such Lien, including financing or continuation statements, clarifications or amendments thereto. If any Default by Lessee of its obligations under this Agreement or the Leases shall have occurred and be continuing, Lessor may exercise in respect of such Lien, in addition to other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a Liquidity Event, Histogenics shall undertake an initial public offering of its common stock (an “IPO”) then immediately prior to secured party under the IPO Histogenics and/or its stockholders shall pay Bankruptcy Code or under the Consideration in shares of its common stock valued at the IPO priceUniform Commercial Code, as determined by enacted in the Histogenics IPO pricing committee State of New York (the “SharesUCC”). For purposes of determining , including, without limitation, exercising its control over any “account” (as such term is defined in the aggregate number of Shares UCC), and without notice except as specified below or, if notice cannot be waived under the UCC, as required to be issued to Takagi in such case, Histogenics shall take its pre-IPO value as determined provided by the Histogenics IPO pricing committeeUCC, subtract from sell the collateral that amount is the transaction costs subject of the IPOLien or any part thereof in one or more parcels at public or private sale, the amount at any of post-Effective Date indebtednessLessor’s offices or elsewhere, if anyfor cash, of Histogenics at the time and the amount of all rights and preferences of the **** Investorson credit or for future delivery, and then multiply the result by the Consideration percentage. **** Subject to execution of any applicable confidentiality or nondisclosure agreement, Takagi shall have the right to receive and review copies of the closing documentation and agreements relating to any Liquidity Eventupon such other terms as Lessor may deem commercially reasonable.

CONFIDENTIAL TREATMENT REQUESTED. preferences due Confidential impact on Pieris’ Co-Development and Co-Commercialization options as set forth in this Agreement; provided that, if such Change of Control is with an entity that, in the Calendar Year prior to such Change of Control, had revenues during its most recently concluded fiscal year from the sale of biopharmaceutical products that are within the top [**** Investors. To the extent that the stockholders of Histogenics receive payment of the purchase price from a Liquidity Event over time, such as an escrow, installment sale or earnout, then the Consideration shall be paid as funds ] (whether in cash or in-kind) are actually received by the stockholders of Histogenics. At the Effective Date, the stockholders (which term in this Agreement includes the [**** Investors]) highest in the world (a “Top [***] Pharma Company”), then (i) AstraZeneca shall enter into a Stockholders Agreement whereby they agree on behalf of themselves be permitted, by written notice to Pieris, to immediately terminate any unexercised CoDev Option and their successors and assigns Co-Commercialization Options and, effective upon [***] ([***]) months prior written notice, to irrevocably authorize Histogenics to pay the Consideration upon the occurrence of a Liquidity Event from the proceeds thereof directly to Takagi in accordance with the terms hereof. If, in lieu of a Liquidity Event, Histogenics shall undertake an initial public offering of its common stock (an “IPO”) then immediately terminate Pieris’ rights under any Co-Commercialization Options that were exercised by Pieris prior to the IPO Histogenics and/or its stockholders closing of such Change of Control and (ii) if Pieris has exercised a CoDev Option, from and after the closing of such Change of Control, the resultant CoDev Products shall pay be treated as if they were Products for which Pieris does not have or has not exercised a CoDev Option with respect to the Consideration in shares of its common stock valued at information sharing only (i.e., such Product shall not be subject to decision-making through the IPO price, as determined by joint committee structure and AstraZeneca shall be entitled to disband the Histogenics IPO pricing committee (the “Shares”JSC and JDC). For purposes of determining the aggregate number of Shares to be issued to Takagi in such case, Histogenics shall take its pre-IPO value as determined by the Histogenics IPO pricing committee, subtract from that amount the transaction costs of the IPO, the amount of post-Effective Date indebtedness, if any, of Histogenics at the time and the amount of all rights and preferences of the A Top [**** Investors] Pharma Company COC Acquiror Co-Developing a Product under this Agreement would specifically be entitled to the information reporting and sharing set forth in Sections 4.8 and 5.4.2 (except that AstraZeneca shall not be required to provide: (a) information that is specific to the Product and does not have any impact on Anticalin proteins per se; or (b) copies of such correspondence required by that Section 5.4.2 or to allow Pieris or Pieris’ successor to review and comment on any proposed response to such correspondence), but not as set forth in Sections 5.4.1, 5.5 and then multiply 6.4. For clarity, the result by payment and other obligations of AstraZeneca with respect to such Co-Developed Product would not be altered. For avoidance of doubt, if the Consideration percentage. COC Acquiror is not a Top [**** Subject ] Pharma Company, then there shall be no change to execution of any applicable confidentiality or nondisclosure agreement, Takagi shall have the right rights granted to receive and review copies Pieris under this Agreement. 126 Portions of the closing documentation exhibit, indicated by the xxxx “[***],” were omitted and agreements relating have been filed separately with the Securities and Exchange Commission pursuant to any Liquidity Eventthe Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

CONFIDENTIAL TREATMENT REQUESTED. preferences due confidence, not disclose to any Person without the **** Investors. To prior written consent of Buyer, or not use in any manner whatsoever, any Confidential Information; provided, however, that Seller shall not be required to indemnify and hold harmless the extent that the stockholders of Histogenics receive payment of the purchase price from a Liquidity Event over time, such as an escrow, installment sale or earnout, then the Consideration shall be paid as funds (whether in cash or in-kindBuyer Indemnified Parties pursuant to Section 9.2(a) are actually received with respect to any Loss and Litigation Expense incurred by the stockholders Buyer Indemnified Parties until the amount of Histogenics. At the Effective Date, the stockholders (which term in this Agreement includes the **** Investors) shall enter into a Stockholders Agreement whereby they agree on behalf of themselves Loss and their successors and assigns to irrevocably authorize Histogenics to pay the Consideration upon the occurrence of a Liquidity Event from the proceeds thereof directly to Takagi in accordance with the terms hereof. If, in lieu of a Liquidity Event, Histogenics shall undertake an initial public offering of its common stock (an “IPO”) then immediately prior to the IPO Histogenics and/or its stockholders shall pay the Consideration in shares of its common stock valued at the IPO price, as determined Litigation Expense suffered by the Histogenics IPO pricing committee Buyer Indemnified Parties related to each individual Claim exceeds Twenty Thousand Dollars ($20,000) (the “SharesMinimum Claim Amount”). For purposes of determining ; provided, further, however, that the aggregate number of Shares amount that Seller shall be required to be issued indemnify and hold harmless the Buyer Indemnified Parties pursuant to Takagi in such case, Histogenics Section 9.2(a) with respect to all Loss and Litigation Expense incurred by all Buyer Indemnified Parties shall take its pre-IPO value as determined by the Histogenics IPO pricing committee, subtract from that amount the transaction costs not exceed twenty percent (20%) of the IPOConsideration (the “Cap”); provided further, however, that the amount Cap shall not apply with respect to any Loss and Litigation Expense resulting from a breach of post-Effective Date indebtedness, if any, any Seller Fundamental Representation (other than 3.8.3) or from fraud or intentional misrepresentation of Histogenics at the time Seller and the amount Minimum Claim Amount shall not apply with respect to any Loss and Litigation Expense resulting from fraud or intentional misrepresentation of all rights and preferences of Seller. With respect to Seller’s indemnification obligation in clause (e) above, notwithstanding anything to the **** Investorscontrary in this Agreement, (i) Seller shall not be liable to Buyer if Buyer (x) requests Seller to bring an action against Seller’s personnel, agents or consultants to protect such Confidential Information or recover damages as contemplated by Section 6.4, and then multiply Buyer does not promptly pay all Litigation Expenses associated with such action (or provide other assurance reasonably acceptable to Seller that such payment will be made) or (y) does not request Seller to bring such action, and (ii) Seller’s liability shall not extend to any Litigation Expense incurred by Buyer that is associated with such action against Seller’s personnel, agents or consultants. In the result by the Consideration percentage. **** Subject event that amounts are owed to execution Buyer in connection with any Claims for Losses or Litigation Expenses properly noticed pursuant to Article IX of any applicable confidentiality or nondisclosure agreementthis Agreement, Takagi Buyer shall have the right (but not the obligation) to receive and review copies offset the amount of such Claims against the closing documentation and agreements relating to any Liquidity EventPost-Closing Consideration (as defined in the Alaway Agreement).

CONFIDENTIAL TREATMENT REQUESTED. preferences due 16. ROYALTIES 16.1 In consideration of the rights granted under this Agreement TPI shall, subject to the **** Investors. To following provisions, pay to Pro-Fit a royalty at the extent that the stockholders rate specified in Part I of Histogenics receive payment of the purchase price from a Liquidity Event over time, such as an escrow, installment sale or earnout, then the Consideration Schedule 5 16.2 Royalties payable under this clause shall be paid as funds (whether in cash or in-kind) are actually received by within 45 days after the stockholders of Histogenics. At the Effective Date, the stockholders (which term in this Agreement includes the **** Investors) shall enter into a Stockholders Agreement whereby they agree on behalf of themselves and their successors and assigns to irrevocably authorize Histogenics to pay the Consideration upon the occurrence of a Liquidity Event from the proceeds thereof directly to Takagi in accordance with the terms hereof. If, in lieu of a Liquidity Event, Histogenics shall undertake an initial public offering of its common stock (an “IPO”) then immediately prior to the IPO Histogenics and/or its stockholders shall pay the Consideration in shares of its common stock valued at the IPO price, as determined by the Histogenics IPO pricing committee (the “Shares”). For purposes of determining the aggregate number of Shares to be issued to Takagi in such case, Histogenics shall take its pre-IPO value as determined by the Histogenics IPO pricing committee, subtract from that amount the transaction costs end of the IPOsecond Quarter (of each Year) for the royalties accrued during the first two Quarters (of each Year) and 90 days after the end of the Fourth Quarter (of each Year) for the royalties accrued during the last two Quarters (of each Year), at which times TPI shall deliver to Pro-Fit a statement showing how the amount of post-Effective Date indebtedness, if any, of Histogenics at the time payments were calculated 16.3 TPI shall keep true and accurate Records in sufficient detail to enable the amount of all rights royalties to be determined 16.4 TPI shall at the reasonable request of Pro-Fit from time to time allow Pro-Fit or its agent (or procure that Pro-Fit or its agent is allowed) to inspect the Records, at Pro-Fit's expense (subject to reimbursement below) and preferences to the extent that they relate to the calculation of the royalties, to take copies of them 16.5 TPI shall at Pro-Fit's expense obtain and submit to Pro-Fit within 90 Business Days after the end of each Year a certificate by TPI's auditors or an independent royalty statement auditor that the statements submitted in that Year are true and accurate 16.6 If following an inspection or auditor's certificate pursuant to this clause it transpires that the amount of royalties paid in respect of the Year fell short of the amount which was properly payable in that Year then TPI shall within 7 Business Days of the date of the inspection or certificate as the case may be, as Pro-Fit's sole remedy for such shortfall, pay the shortfall to Pro-Fit. In the event that the shortfall is an amount which exceeds **** Investors% of the amount of royalties paid in respect of such Year, then TPI shall reimburse Pro-Fit for the reasonable costs and then multiply the result by the Consideration percentage. *expenses up to *** Subject of the inspection, including costs of Pro-Fit as well as auditors costs. In the event of a dispute regarding any alleged shortfall or if an obligation to execution of any applicable confidentiality or nondisclosure agreementrender a payment is disputed, Takagi TPI shall have the right to deposit the disputed amount in escrow and submit such dispute to arbitration in Los Angeles, California. TPI shall not be in breach or default of this Agreement provided that the disputed amount is deposited in escrow and the arbitration proceedings are in process. In the event the inspection reveals an overpayment by TPI, TPI shall receive a credit against the next payment due hereunder in the amount of such overpayment. *** Terms represented by this symbol are considered confidential. These confidential terms have been omitted pursuant to a Confidential Treatment Request filed with the Securities and review copies of Exchange Commission (`SEC") and have been filed separately with the closing documentation and agreements relating to any Liquidity EventSEC.

CONFIDENTIAL TREATMENT REQUESTED. preferences due Company shall use its best efforts to effect the **** Investors. To registration under the extent that the stockholders of Histogenics receive payment Securities Act of the purchase price from Registrable Securities which it has been so requested to register (“Piggyback Registration”), at the Company’s sole cost and expense and at no cost or expense to (except as provided in Section 8.3(a) hereof). If the Holder decides not to include all of its Registrable Securities in any Registration Statement thereafter filed by the Company, the Holder shall nevertheless continue to have the right to include any Common Stock in any subsequent Registration Statement or Registration Statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein. If a Liquidity Event over time, such as Registration Statement under which the Company gives notice under this Section 8.2 is for an escrow, installment sale or earnoutunderwritten offering, then the Consideration Company shall so advise the Holder. In such event, the right of the Holder’s Common Stock to be included in a registration pursuant to this Section 8.2 shall be paid as funds (whether conditioned upon Holder’s participation in cash or in-kind) are actually received by such underwriting and the stockholders inclusion of HistogenicsHolder’s Common Stock in the underwriting. At the Effective DateIf Holder proposes to distribute any Common Stock through such underwriting, the stockholders (which term in this Agreement includes the **** Investors) Holder shall enter into a Stockholders Agreement whereby they agree on behalf of themselves and their successors and assigns to irrevocably authorize Histogenics to pay the Consideration upon the occurrence of a Liquidity Event from the proceeds thereof directly to Takagi an underwriting agreement in accordance customary form with the terms hereofmanaging underwriter or underwriter(s) selected for such underwriting. If, in lieu Notwithstanding the provisions of a Liquidity Event, Histogenics shall undertake an initial public offering of its common stock (an “IPO”) then immediately prior to the IPO Histogenics and/or its stockholders shall pay the Consideration in shares of its common stock valued at the IPO price, as determined by the Histogenics IPO pricing committee (the “Shares”). For purposes of determining the aggregate number of Shares to be issued to Takagi in such case, Histogenics shall take its pre-IPO value as determined by the Histogenics IPO pricing committee, subtract from that amount the transaction costs of the IPOthis Section 8.2, the amount of post-Effective Date indebtedness, if any, of Histogenics at the time and the amount of all rights and preferences of the **** Investors, and then multiply the result by the Consideration percentage. **** Subject to execution of any applicable confidentiality or nondisclosure agreement, Takagi Company shall have the right at any time after it shall have given written notice pursuant to receive and review copies this Section 8.2 (irrespective of whether any written request for inclusion of Registrable Securities shall have already been made) to elect not to file any such proposed Registration Statement, or to withdraw the closing documentation and agreements relating same after the filing but prior to any Liquidity Eventthe effective date thereof.