Common use of Key Member Clause in Contracts

Key Member. Acucela shall ensure that Dr. Kubota shall be a key member of Acucela’s development team and shall actively participate in and be primarily responsible for directing all Development work under each Development Plan. In addition, Acucela shall appoint Dr. Kubota as Acucela’s Co-Chair of the JDC. The Parties acknowledge that the participation and contribution of Dr. Kubota at all times during Development until Otsuka receives Regulatory Approval for the Licensed Product for the Initial Indication (the “Key Milestone”) is essential to Otsuka and that Dr. Kubota’s continued retention by and service to Acucela as the full-time Chief Executive Officer of Acucela and as on an ongoing, active member in the Acucela development team and as a Co-Chair of the JDC until the achievement of the Key Milestone is a material inducement to Otsuka to grant rights and perform obligations * Confidential Treatment Requested. hereunder. Therefore, if (a) Dr. Kubota is removed or resigns or is otherwise no longer acting as the full-time Chief Executive Officer of Acucela, or (b) Dr. Kubota’s employment with Acucela ends, for whatever reason, prior to the achievement of the Key Milestone, (c) Dr. Kubota ceases to act as a Co-Chair of the JDC, or (d) if, in Otsuka’s reasonable judgment, Dr. Kubota ceases to act as an ongoing, active member of the Acucela development team primarily responsible for directing or performing Acucela’s Development work hereunder (each of the foregoing (a) through (d) a “Triggering Event”), then Otsuka may terminate this Agreement immediately upon giving Acucela written notice of such termination, provided that Otsuka shall have ninety (90) days after the occurrence of the applicable Triggering Event to exercise such termination right. The foregoing notwithstanding, in the case in which Otsuka, in its reasonable judgment, believes Dr. Kubota has ceased to act as an ongoing, active member of Acucela’s development team (the “Activity Cessation”), prior to exercising its right to terminate under this Section 4.7 on account of such Activity Cessation, Otsuka shall notify Dr. Kubota in writing of its belief and shall permit Dr. Kubota a period of fifteen (15) days from receipt of such notice from Otsuka the opportunity to resume acting as an ongoing, active member of Acucela’s development team primarily responsible for directing or performing Acucela’s Development work hereunder. If Dr. Kubota resumes acting as such an ongoing, active member of Acucela’s development team within such fifteen (15) day period, Otsuka shall not be permitted to exercise its right to terminate under this Section 4.7 for such Activity Cessation.

Key Member. Acucela shall ensure that Dr. Kubota shall be a key member of Acucela’s development the Acucela team and shall actively participate in and be primarily responsible for directing all the Development work efforts under each the Development Plan. In addition, Acucela shall appoint Dr. Kubota as Acucela’s well as a Co-Chair of the JDC. The Parties acknowledge that the participation and contribution of Dr. Kubota at all times during Development until Otsuka receives Regulatory Approval FDA approval of an NDA for the Licensed a Collaboration Product for in the Initial Indication in the United States (the “Key Milestone”) is essential to Otsuka and that Dr. Kubota’s his continued retention by and service to Acucela as the full-time Chief Executive Officer of Acucela and as on an ongoing, active member in the Acucela development team and as a Co-Chair of the JDC until the achievement of the Key Milestone is a material inducement to Otsuka to grant rights its acceptance and perform performance of its obligations * Confidential Treatment Requested. hereunder. Therefore, if (ai) Dr. Kubota is removed or resigns or is otherwise no longer acting as the full-time Chief Executive Officer of Acucela, or (bii) Dr. Kubota’s his employment with Acucela ends, for whatever reason, reason prior to the achievement of the Key Milestone, (c) Dr. Kubota ceases to act as a Co-Chair of the JDC, or (diii) if, in Otsuka’s reasonable judgment, Dr. Kubota ceases to act (A) as an ongoing, active member of the Acucela development team primarily responsible for directing team, or performing Acucela’s Development work hereunder (each B) as a Co-Chair of the foregoing (a) through (d) a “Triggering Event”)JDC, then Otsuka may may, at its sole discretion, either (x) terminate this Agreement immediately upon for cause without further cost or expense by giving Acucela written notice of such terminationnotice, provided that Otsuka shall have ninety (90y) days after the occurrence continue this Agreement without any change or amendment of the applicable Triggering Event terms hereof, or (z) continue this Agreement but assume all or part of Acucela’s primary responsibilities and roles under Section 3.2.4(a), in which Acucela shall cooperate with reasonable requests by Otsuka to exercise such termination rightachieve a smooth and orderly transition to Otsuka of the responsibilities and roles assumed by Otsuka, including making its personnel and consultants reasonably available to Otsuka, and, to the extent requested by Otsuka, assigning each agreement with a Third Party then in effect to Otsuka. The foregoing forgoing notwithstanding, in the case in which Otsuka, in its reasonable judgment, believes Dr. Kubota has ceased to act as an ongoing, active member of Acucela’s development team (the “Activity Cessation”), prior to exercising any of its right to terminate rights under this Section 4.7 3.5 on account of such Activity Cessation, Otsuka shall notify Dr. Kubota in writing of its belief and shall permit Dr. Kubota a period of fifteen (15) days from receipt of such notice from Otsuka the opportunity to resume acting as an ongoing, active member of Acucela’s development team primarily responsible for directing or performing Acucela’s Development work hereunderwithin such fifteen (15) day period. If Dr. Kubota resumes acting as such an ongoing, active member of Acucela’s development team within such fifteen (15) day periodteam, Otsuka shall not be permitted to exercise its right to terminate rights under this Section 4.7 3.5 for such Activity Cessation.

Key Member. Acucela shall ensure that Dr. Kubota shall be a key member of Acucela’s development team the Planning Team and shall actively participate in and be primarily responsible for directing all Development work under each Development Plan. In addition, Acucela shall appoint Dr. Kubota as Acucela’s Co-Chair of the JDCImplementation Team. The Parties acknowledge that the participation and contribution of Dr. Kubota at all times during Development until Otsuka receives Regulatory Approval for the Licensed Product for the Initial Indication (the “Key Milestone”) throughout both Phases is essential to Otsuka and that Dr. Kubota’s his continued retention by and service to Acucela as the full-time Chief Executive Officer of Acucela and as on an ongoing, active member in the Acucela development team and as a Co-Chair of the JDC until the achievement of the Key Milestone Planning Team and Implementation Team throughout both Phases is a material inducement to Otsuka to grant rights its acceptance and perform performance of its obligations * Confidential Treatment Requested. hereunder. Therefore, if (ax) Dr. Kubota is removed or resigns or is otherwise no longer acting as the full-time Chief Executive Officer of Acucela, Acucela or (by) Dr. Kubota’s his employment with Acucela ends, for whatever reason, reason prior to the achievement of the Key Milestone, (c) Dr. Kubota ceases to act as a Co-Chair of the JDCProject Completion, or (dz) if, in Otsuka’s reasonable judgment, Dr. Kubota ceases to act as an ongoing, active member of the Acucela development team primarily responsible for directing Planning Team or performing Acucela’s Development work hereunder (each of the foregoing Implementation Team, then Otsuka may, at its sole discretion, either (a) through (d) a “Triggering Event”), then Otsuka may terminate this Agreement immediately upon for cause and without further cost or expense by giving Acucela written notice notice, (b) continue this Agreement without any change or amendment of such terminationthe terms hereof, provided that or (c) (only if any of the forgoing events occurs during the Plan Implementation Phase) continue this Agreement but assume all or part of the responsibilities and roles allocated to Acucela under the Final Plan, in which case (i) Acucela shall, at its cost, cooperate with reasonable requests by Otsuka to achieve a smooth and orderly transition to Otsuka of the responsibilities and roles assumed by Otsuka, including, without limitation, making its personnel and Consultant reasonably available to Otsuka, and assigning each Service Agreement then in effect to Otsuka; and (ii) Otsuka shall have ninety (90) days after no obligation to pay to Acucela the occurrence of the applicable Triggering Event Development Costs to exercise such termination rightaccrue thereafter. The foregoing forgoing notwithstanding, in the case in which Otsuka, in its reasonable judgment, believes Dr. Kubota has ceased to act as an ongoing, active member of Acucela’s development team the Planning Team or the Implementation Team (the “Activity Cessation”), prior to exercising any of its right to terminate rights under this Section 4.7 2.3 on account of such Activity Cessation, Otsuka shall notify Dr. Kubota in writing of its belief and shall permit Dr. Kubota a period of fifteen (15) days from receipt of such notice from Otsuka the opportunity to resume acting as an ongoing, active member of Acucela’s development team primarily responsible for directing the Planning Team or performing Acucela’s Development work hereunder. If Dr. Kubota resumes acting the Implementation Team, as such an ongoingapplicable, active member of Acucela’s development team within such fifteen (15) day period. If Dr. Kubota resumes acting as an ongoing, active member of the Planning Team or the Implementation Team, as applicable, Otsuka shall not be permitted to exercise its right to terminate rights under this Section 4.7 2.3 for such Activity Cessation.. * Confidential Treatment Requested. Execution Copy September 4, 2008 ARTICLE III

Key Member. Acucela shall ensure that Dr. Kubota shall be a key member of Acucela’s development team the Planning Team and shall actively participate in and be primarily responsible for directing all Development work under each Development Plan. In addition, Acucela shall appoint Dr. Kubota as Acucela’s Co-Chair of the JDCImplementation Team. The Parties acknowledge that the participation and contribution of Dr. Kubota at all times during Development until Otsuka receives Regulatory Approval for the Licensed Product for the Initial Indication (the “Key Milestone”) throughout both Phases is essential to Otsuka and that Dr. Kubota’s his continued retention by and service to Acucela as the full-time Chief Executive Officer of Acucela and as on an ongoing, active member in the Acucela development team and as a Co-Chair of the JDC until the achievement of the Key Milestone Planning Team and Implementation Team throughout both Phases is a material inducement to Otsuka to grant rights its acceptance and perform performance of its obligations * Confidential Treatment Requested. hereunder. Therefore, if (ax) Dr. Kubota is removed or resigns or is otherwise no longer acting as the full-time Chief Executive Officer of Acucela, Acucela or (by) Dr. Kubota’s his employment with Acucela ends, for whatever reason, reason prior to the achievement of the Key Milestone, (c) Dr. Kubota ceases to act as a Co-Chair of the JDCProject Completion, or (dz) if, in Otsuka’s reasonable judgment, Dr. Kubota ceases to act as an ongoing, active member of the Acucela development team primarily responsible for directing Planning Team or performing Acucela’s Development work hereunder (each of the foregoing Implementation Team, then Otsuka may, at its sole discretion, either (a) through (d) a “Triggering Event”), then Otsuka may terminate this Agreement immediately upon for cause and without further cost or expense by giving Acucela written notice notice, (b) continue this Agreement without any change or amendment of such terminationthe terms hereof, provided that or (c) (only if any of the forgoing events occurs during the Plan Implementation Phase) continue this Agreement but assume all or part of the responsibilities and roles allocated to Acucela under the Final Plan, in which case (i) Acucela shall, at its cost, cooperate with reasonable requests by Otsuka to achieve a smooth and orderly transition to Otsuka of the responsibilities and roles assumed by Otsuka, including, without limitation, making its personnel and Consultant reasonably available to Otsuka, and assigning each Service Agreement then in effect to Otsuka; and (ii) Otsuka shall have ninety (90) days after no obligation to pay to Acucela the occurrence of the applicable Triggering Event Development Costs to exercise such termination rightaccrue thereafter. The foregoing forgoing notwithstanding, in the case in which Otsuka, in its reasonable judgment, believes Dr. Kubota has ceased to act as an ongoing, active member of Acucela’s development team the Planning Team or the Implementation Team (the “Activity Cessation”), prior to exercising any of its right to terminate rights under this Section 4.7 2.3 on account of such Activity Cessation, Otsuka shall notify Dr. Kubota in writing of its belief and shall permit Dr. Kubota a period of fifteen (15) days from receipt of such notice from Otsuka the opportunity to resume acting as an ongoing, active member of Acucela’s development team primarily responsible for directing the Planning Team or performing Acucela’s Development work hereunder. If Dr. Kubota resumes acting the Implementation Team, as such an ongoingapplicable, active member of Acucela’s development team within such fifteen (15) day period. If Dr. Kubota resumes acting as an ongoing, active member of the Planning Team or the Implementation Team, as applicable, Otsuka shall not be permitted to exercise its right to terminate rights under this Section 4.7 2.3 for such Activity Cessation.. * Confidential Treatment Requested. Execution Copy September 4, 2008