Lead Independent Director Charter If the Chairman of the Board of EyeGate Pharmaceutical, Inc. (the "Company") is also an employee of the Company or its subsidiaries, then the independent members of the Board of Director

Lead Independent Director Charter

If the Chairman of the Board of EyeGate

Pharmaceutical, Inc. (the "Company") is also an employee of the Company or its subsidiaries, then the independent

members of the Board of Directors will annually elect with a majority vote an independent director to serve in a lead capacity.

Although elected annually, the Lead Independent Director is generally expected to serve for more than one year. The Lead Independent

Director may be removed or replaced at any time with or without cause by a majority vote of the independent members of the Board

For purposes of this Charter, "independent"

means meeting the requirements for independent directors under Nasdaq Stock Market Listing Rule 5605(a)(2) and Rule 10A-3

under the Securities Exchange Act of 1934, as amended.

The Lead Independent Director coordinates

the activities of the other independent Directors and performs such other duties and responsibilities as the Board of Directors

The specific powers and responsibilities

of the Lead Independent Director are as follows:

Call Meetings of Independent Directors

Approve Board Information, Agendas and Schedules

Recommend Committee Membership and Chair

Recommend Director Candidates

Stockholder Communication

Retain Advisors and Consultants