Common use of Key Member Clause in Contracts

Key Member. Dr. Kubota shall be a key member of the Acucela team for the Development efforts under the Development Plan, as well as a Co-Chair of the JDC. The Parties acknowledge that the contribution of Dr. Kubota at all times until Otsuka receives FDA approval of an NDA for a Collaboration Product in the Initial Indication in the United States (the “Key Milestone”) is essential to Otsuka and his continued retention by and service to Acucela as the 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 its acceptance and performance of its obligations hereunder. Therefore, if (i) Dr. Kubota is removed or resigns as the Chief Executive Officer of Acucela, or (ii) his employment with Acucela ends, for whatever reason prior to the achievement of the Key Milestone, or (iii) if, in Otsuka’s reasonable judgment, Dr. Kubota ceases to act (A) as an ongoing, active member of the Acucela development team, or (B) as a Co-Chair of the JDC, then Otsuka may, at its sole discretion, either (x) terminate this Agreement for cause without further cost or expense by giving Acucela written notice, (y) continue this Agreement without any change or amendment of the 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 achieve 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 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 rights under this Section 3.5 on account of such Activity Cessation, Otsuka shall notify Dr. Kubota in writing of its belief and 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 within such fifteen (15) day period. If Dr. Kubota resumes acting as an ongoing, active member of Acucela’s development team, Otsuka shall not be permitted to exercise its rights under this Section 3.5 for such Activity Cessation.

Key Member. Acucela shall ensure that Dr. Kubota shall be a key member of the Acucela Acucela’s development team and shall actively participate in and be primarily responsible for the directing all Development efforts work under the each Development Plan. In addition, Acucela shall appoint Dr. Kubota as well as a 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 FDA approval of an NDA Regulatory Approval for a Collaboration the Licensed Product in for the Initial Indication in the United States (the “Key Milestone”) is essential to Otsuka and his 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 its acceptance grant rights and performance of its perform obligations hereunder. Therefore, if (ia) Dr. Kubota is removed or resigns or is otherwise no longer acting as the full-time Chief Executive Officer of Acucela, or (iib) his Dr. Kubota’s 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 (iiid) if, in Otsuka’s reasonable judgment, Dr. Kubota ceases to act (A) as an ongoing, active member of the Acucela development team, team primarily responsible for directing or performing Acucela’s Development work hereunder (B) as a Co-Chair each of the JDCforegoing (a) through (d) a “Triggering Event”), then Otsuka may, at its sole discretion, either (x) may terminate this Agreement for cause without further cost or expense by immediately upon giving Acucela written noticenotice of such termination, provided that Otsuka shall have ninety (y90) continue this Agreement without any change or amendment days after the occurrence of the 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 applicable Triggering Event to achieve 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 Otsukaexercise such termination right. The forgoing 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 any of its rights right to terminate under this Section 3.5 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 within such fifteen (15) day periodprimarily 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 teamteam within such fifteen (15) day period, Otsuka shall not be permitted to exercise its rights right to terminate under this Section 3.5 4.7 for such Activity Cessation.

Key Member. Dr. Kubota shall be a key member of the Acucela team for Planning Team and the Development efforts under the Development Plan, as well as a Co-Chair of the JDCImplementation Team. The Parties acknowledge that the contribution of Dr. Kubota at all times until Otsuka receives FDA approval of an NDA for a Collaboration Product in the Initial Indication in the United States (the “Key Milestone”) throughout both Phases is essential to Otsuka and that his continued retention by and service to Acucela as the 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 its acceptance and performance of its obligations hereunder. Therefore, if (ix) Dr. Kubota is removed or resigns as the Chief Executive Officer of Acucela, Acucela or (iiy) his employment with Acucela ends, for whatever reason prior to the achievement of the Key MilestoneProject Completion, or (iiiz) if, in Otsuka’s reasonable judgment, Dr. Kubota ceases to act (A) as an ongoing, active member of the Acucela development team, Planning Team or (B) as a Co-Chair of the JDCImplementation Team, then Otsuka may, at its sole discretion, either (xa) terminate this Agreement for cause and without further cost or expense by giving Acucela written notice, (yb) continue this Agreement without any change or amendment of the terms hereof, or (zc) (only if any of the forgoing events occurs during the Plan Implementation Phase) continue this Agreement but assume all or part of Acucela’s primary the responsibilities and roles allocated to Acucela under Section 3.2.4(a)the Final Plan, in which case (i) Acucela shall 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 including, without limitation, making its personnel and consultants Consultant reasonably available to Otsuka, and, to the extent requested by Otsuka, and assigning each agreement with a Third Party Service Agreement then in effect to Otsuka; and (ii) Otsuka shall have no obligation to pay to Acucela the Development Costs to accrue thereafter. The 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 rights under this Section 3.5 2.3 on account of such Activity Cessation, Otsuka shall notify Dr. Kubota in writing of its belief and 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 the Planning Team or the Implementation Team, as applicable, within such fifteen (15) day period. If Dr. Kubota resumes acting as an ongoing, active member of Acucela’s development teamthe Planning Team or the Implementation Team, as applicable, Otsuka shall not be permitted to exercise its rights under this Section 3.5 2.3 for such Activity Cessation.

Key Member. Acucela shall ensure that Dr. Kubota shall be a key member of the Acucela Acucela’s development team and shall actively participate in and be primarily responsible for the directing all Development efforts work under the each Development Plan. In addition, Acucela shall appoint Dr. Kubota as well as a 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 FDA approval of an NDA Regulatory Approval for a Collaboration the Licensed Product in for the Initial Indication in the United States (the “Key Milestone”) is essential to Otsuka and his 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 its acceptance grant rights and performance of its perform obligations * Confidential Treatment Requested. hereunder. Therefore, if (ia) Dr. Kubota is removed or resigns or is otherwise no longer acting as the full-time Chief Executive Officer of Acucela, or (iib) his Dr. Kubota’s 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 (iiid) if, in Otsuka’s reasonable judgment, Dr. Kubota ceases to act (A) as an ongoing, active member of the Acucela development team, team primarily responsible for directing or performing Acucela’s Development work hereunder (B) as a Co-Chair each of the JDCforegoing (a) through (d) a “Triggering Event”), then Otsuka may, at its sole discretion, either (x) may terminate this Agreement for cause without further cost or expense by immediately upon giving Acucela written noticenotice of such termination, provided that Otsuka shall have ninety (y90) continue this Agreement without any change or amendment days after the occurrence of the 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 applicable Triggering Event to achieve 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 Otsukaexercise such termination right. The forgoing 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 any of its rights right to terminate under this Section 3.5 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 within such fifteen (15) day periodprimarily 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 teamteam within such fifteen (15) day period, Otsuka shall not be permitted to exercise its rights right to terminate under this Section 3.5 4.7 for such Activity Cessation.

Key Member. Dr. Kubota shall be a key member of the Acucela team for Planning Team and the Development efforts under the Development Plan, as well as a Co-Chair of the JDCImplementation Team. The Parties acknowledge that the contribution of Dr. Kubota at all times until Otsuka receives FDA approval of an NDA for a Collaboration Product in the Initial Indication in the United States (the “Key Milestone”) throughout both Phases is essential to Otsuka and that his continued retention by and service to Acucela as the 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 its acceptance and performance of its obligations hereunder. Therefore, if (ix) Dr. Kubota is removed or resigns as the Chief Executive Officer of Acucela, Acucela or (iiy) his employment with Acucela ends, for whatever reason prior to the achievement of the Key MilestoneProject Completion, or (iiiz) if, in Otsuka’s reasonable judgment, Dr. Kubota ceases to act (A) as an ongoing, active member of the Acucela development team, Planning Team or (B) as a Co-Chair of the JDCImplementation Team, then Otsuka may, at its sole discretion, either (xa) terminate this Agreement for cause and without further cost or expense by giving Acucela written notice, (yb) continue this Agreement without any change or amendment of the terms hereof, or (zc) (only if any of the forgoing events occurs during the Plan Implementation Phase) continue this Agreement but assume all or part of Acucela’s primary the responsibilities and roles allocated to Acucela under Section 3.2.4(a)the Final Plan, in which case (i) Acucela shall 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 including, without limitation, making its personnel and consultants Consultant reasonably available to Otsuka, and, to the extent requested by Otsuka, and assigning each agreement with a Third Party Service Agreement then in effect to Otsuka; and (ii) Otsuka shall have no obligation to pay to Acucela the Development Costs to accrue thereafter. The 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 rights under this Section 3.5 2.3 on account of such Activity Cessation, Otsuka shall notify Dr. Kubota in writing of its belief and 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 the Planning Team or the Implementation Team, as applicable, within such fifteen (15) day period. If Dr. Kubota resumes acting as an ongoing, active member of Acucela’s development teamthe Planning Team or the Implementation Team, as applicable, Otsuka shall not be permitted to exercise its rights under this Section 3.5 2.3 for such Activity Cessation.. * Confidential Treatment Requested. Execution Copy September 4, 2008