LEASE (Nexus Canyon Park / Acucela)Lease • July 5th, 2013 • Acucela Inc • Pharmaceutical preparations • Washington
THIS LEASE (“Lease”) is made as of February 13, 2006, by and between NEXUS CANYON PARK LLC, a Delaware limited liability company (“Landlord”), and ACUCELA INC., a Delaware corporation (“Tenant”).
EMPLOYMENT AGREEMENTEmployment Agreement • May 7th, 2015 • Acucela Inc. • Pharmaceutical preparations • Washington
This Employment Agreement (the “Agreement”) is made and entered into effective as of May 1, 2015 (the “Effective Date”), by and between Steven Tarr (the “Executive”) and Acucela Inc. (the “Company”).
OFFICE LEASE between THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY (Landlord) and ACUCELA INC. (Tenant) 1301 Second Avenue Seattle, Washington IRE 334246Office Lease • December 17th, 2013 • Acucela Inc • Pharmaceutical preparations
THIS OFFICE LEASE (“Lease”) is entered into by and between Landlord and Tenant on the date set forth in the following Basic Lease Information. Landlord and Tenant hereby agree as follows:
DEVELOPMENT AND COLLABORATION AGREEMENT by and between OTSUKA PHARMACEUTICAL CO., LTD. and ACUCELA INC. dated as of September 15, 2010Development and Collaboration Agreement • December 17th, 2013 • Acucela Inc • Pharmaceutical preparations • New York
THIS DEVELOPMENT AND COLLABORATION AGREEMENT (this “Agreement”) is made and entered into as of September 15, 2010 (the “Effective Date”) by and between OTSUKA PHARMACEUTICAL CO., LTD., a Japanese corporation having its principal place of business at Shinagawa Grand Central Tower, 2-16-4 Konan, Minato-Ku, Tokyo 108-8242, Japan (“Otsuka”), and ACUCELA INC., a Washington corporation having its principal place of business at 1301 Second Ave, Suite 1900, Seattle, Washington 98101-3805, USA (“Acucela”). Acucela and Otsuka are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
CO-DEVELOPMENT AND COMMERCIALIZATION AGREEMENT dated as of September 4, 2008 by and among ACUCELA INC. and OTSUKA PHARMACEUTICAL CO., LTD.Co-Development and Commercialization Agreement • January 27th, 2014 • Acucela Inc. • Pharmaceutical preparations • New York
This Co-Development and Commercialization Agreement (this “Agreement”) is made as of September 4, 2008 (the “Effective Date”), by and between Acucela Inc., a Washington corporation having its principal offices at 21720 23rd Drive SE, Suite 120, Bothell, WA 98021 (“Acucela”), and Otsuka Pharmaceutical Co., Ltd., a Japanese corporation (“Otsuka”) having its principal offices at 2-9 Kanda Tsukasa-cho Chiyoda-ku, Tokyo 101-8535, Japan. Acucela and Otsuka are each referred to herein as a “Party” and collectively as the “Parties.”
AGEEMENT FOR STOCK PURCHASEStock Purchase Agreement • December 17th, 2013 • Acucela Inc • Pharmaceutical preparations • New York
THIS AGREEMENT FOR STOCK PURCHASE (this “Agreement”) is made and entered into as of September 15, 2010 (the “Effective Date”) by and between OTSUKA PHARMACEUTICAL CO., LTD., a Japanese corporation having its principal place of business at Shinagawa Grand Central Tower, 2-16-4 Konan, Minato-Ku, Tokyo 108-8242, Japan (“Otsuka”), and ACUCELA INC., a Washington corporation having its principal place of business at 1301 Second Ave., Suite 1900, Seattle, WA 98101-3805 USA (“Acucela”). Acucela and Otsuka are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
ACUCELA INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • December 17th, 2013 • Acucela Inc • Pharmaceutical preparations • Washington
This Indemnification Agreement (this “Agreement”) is made as of , by and between Acucela Inc., a Washington corporation (the “Company”), and (the “Indemnitee”).
ACUCELA INC. CONSULTING AGREEMENTConsulting Agreement • December 17th, 2013 • Acucela Inc • Pharmaceutical preparations • Washington
THIS CONSULTING AGREEMENT (this “Agreement”) is entered into as of January 1, 2012 (the “Effective Date”) between ACUCELA INC., a Washington corporation, having an address at 1301 Second Avenue, Suite 1900, Seattle, WA 98101 (“Company”) and Peter Kresel, having an address at 336 Neutra Street, Palm Springs, CA 92264 (“Consultant”). Company desires to retain Consultant to perform certain consulting activities as described below, and Consultant desires to serve as a consultant to Company and perform such activities under the terms of this Agreement.
SECOND AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • December 15th, 2015 • Acucela Inc. • Pharmaceutical preparations
This Second Amendment to the Employment Agreement (this “Amendment”) is effective as of December 9, 2015, by and between John Gebhart (the “Executive”) and Acucela Inc. (the “Company”).
RESTRICTED STOCK SUBSTITUTION AGREEMENTRestricted Stock Substitution Agreement • December 2nd, 2016 • Acucela Inc. • Pharmaceutical preparations • Tokyo
This Restricted Stock Substitution Agreement (the “Agreement”) is made and entered into as of [Month, Date], [Year], by and between Kubota Pharmaceutical Holdings Co., Ltd., a Japanese corporation (the “Company”), and [Name] (the “Holder”).
STOCK OPTION SUBSTITUTION AGREEMENTStock Option Substitution Agreement • December 2nd, 2016 • Acucela Inc. • Pharmaceutical preparations • Tokyo
This Stock Option Substitution Agreement (the “Agreement”) is made and entered into as of [Month, Date], [Year], by and between Kubota Pharmaceutical Holdings Co., Ltd., a Japanese corporation (the “Company”), and [Name] (the “Holder”).
EMPLOYMENT AGREEMENTEmployment Agreement • March 15th, 2017 • Kubota Pharmaceutical Holdings Co LTD • Pharmaceutical preparations • Washington
This Employment Agreement (the "Agreement") is made and entered into effective as of August 17, 2015 (the "Effective Date"), by and between Lukas Scheibler (the "Executive") and Acucela Inc. (the "Company").
RESTRICTED STOCK UNIT SUBSTITUTION AGREEMENTRestricted Stock Unit Substitution Agreement • December 2nd, 2016 • Acucela Inc. • Pharmaceutical preparations • Tokyo
This Restricted Stock Unit Substitution Agreement (the “Agreement”) is made and entered into as of [Month, Date], [Year], by and between Kubota Pharmaceutical Holdings Co., Ltd., a Japanese corporation (the “Company”), and [Name] (the “Holder”).
CO-DEVELOPMENT AGREEMENT BY AND BETWEEN ACUCELA INC. AND OTSUKA PHARMACEUTICAL CO., LTD. DATED AS OF September 4, 2008Co-Development Agreement • July 5th, 2013 • Acucela Inc • Pharmaceutical preparations • New York
THIS CO-DEVELOPMENT AGREEMENT is entered into this 4th day of September, 2008 (the “Effective Date”), by and between Acucela Inc., a Washington corporation , having a business address at 21720 23rd Drive SE, Suite 120, Bothell, WA98021 (“Acucela”), and Otsuka Pharmaceutical Co., Ltd., a Japanese corporation (Kabushiki-Kaisha), having a business address at 2-9 Kanda-Tsukasamachi, Chiyoda-ku Tokyo 101-8535, Japan (“Otsuka”).
Liability Limitation AgreementLiability Limitation Agreement • December 2nd, 2016 • Acucela Inc. • Pharmaceutical preparations
Kubota Pharmaceutical Holdings Co., Ltd. (the “Company”) and [TBD] (“Director”) enter into this agreement (this “Agreement”) as follows in accordance with Article 427, Paragraph 1 of the Companies Act and Article 26, Paragraph 2 of the Articles of Incorporation of the Company.
EMPLOYMENT AGREEMENTEmployment Agreement • July 2nd, 2015 • Acucela Inc. • Pharmaceutical preparations • Washington
This Employment Agreement (the “Agreement”) is made and entered into effective as of September 1, 2015 (the “Effective Date”), by and between Roger Girard (the “Executive”) and Acucela Inc. (the “Company”).
SEPARATION AGREEMENT AND RELEASESeparation Agreement • March 15th, 2017 • Kubota Pharmaceutical Holdings Co LTD • Pharmaceutical preparations • California
This Separation Agreement and Release (the "Agreement") is made by and between George Lasezkay (the "Executive") and Acucela Inc. (the "Company") (collectively referred to as the "Parties" or individually referred to as a "Party").
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • March 11th, 2016 • Acucela Inc. • Pharmaceutical preparations
This Amendment to Employment Agreement (this “Amendment”) is effective as of July 13, 2015, by and between John Gebhart (the “Executive”) and Acucela Inc. (the “Company”).
AGREEMENT AND PLAN OF MERGERMerger Agreement • August 10th, 2016 • Acucela Inc. • Pharmaceutical preparations • Washington
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is entered into as of August 9, 2016, by and among Acucela Inc., a Washington corporation (“Acucela US”), Acucela Japan KK, a wholly-owned subsidiary of Acucela US organized under the laws of Japan and to be renamed Kubota Pharmaceutical Holdings Co., Ltd. (“Kubota Holdings”) upon completion of the Merger (as defined in Recital 1), and Acucela North America Inc., a Washington corporation and wholly-owned subsidiary of Kubota Holdings to be renamed Acucela Inc. (“US Merger Co”).
STOCK OPTION AGREEMENTStock Option Agreement • March 11th, 2016 • Acucela Inc. • Pharmaceutical preparations • Washington
You have been granted an Option by Acucela Inc. (the "Company") under the 2014 Equity Incentive Plan (the "Plan") to purchase Shares (the "Option"), subject to the terms and conditions of the Plan, the Notice of Stock Option Grant (the "Notice") and this Stock Option Agreement (the "Agreement"). Unless otherwise defined in this Agreement or the Notice, any capitalized terms used herein will have the meaning ascribed to them in Plan.
CONSULTING AGREEMENTConsulting Agreement • March 15th, 2017 • Kubota Pharmaceutical Holdings Co LTD • Pharmaceutical preparations
THIS CONSULTING AGREEMENT (“Agreement”) is entered into as of July 11, 2016 (“Effective Date”) between ACUCELA INC., a Washington corporation, having an address at 1301 Second Avenue, Suite 4200, Seattle, WA 98101 (“Company”) and GEORGE LASEZKAY, having an address at 3703 Old Charlotte Pike, Franklin, TN 37069 (“Consultant”). Company desires to retain Consultant to perform certain consulting activities as described below on Exhibit A hereto, and Consultant desires to serve as a consultant to Company and be available to engage in such activities under the terms of this Agreement.
Translation of Japanese original text and For reference purposes only] Agreement Concerning Share Lending Transaction of Shares of Common Stock of Acucela Inc.Agreement Concerning Share Lending • January 27th, 2014 • Acucela Inc. • Pharmaceutical preparations
Ryo Kubota (hereinafter referred to as the “Lender”) and MITSUBISHI UFJ MORGAN STANLEY SECURITIES CO., LTD. (hereinafter referred to as the “Borrower”) intend to consummate a transaction whereby certain of the shares of common stock (hereinafter referred to as the “Shares”) in the capital of Acucela Inc. (hereinafter referred to as the “Company”) to be sold pursuant to the secondary offering by way of over-allotment of the Shares (hereinafter referred to as the “Secondary Offering by Way of Over-Allotment”) to be conducted by the Borrower in connection with the public offering of 9,200,000 Shares (hereinafter referred to as the “Public Offering”) pursuant to the UNDERWRITING AGREEMENT (hereinafter referred to as the “UNDERWRITING AGREEMENT”) entered into as of the date hereof among the Company and the Underwriters as defined in Article 1 hereof will be lent by the Lender to the Borrower and, therefore, enter into this agreement (hereinafter referred to as this “Agreement”) on the terms
SECOND AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • December 15th, 2015 • Acucela Inc. • Pharmaceutical preparations
This Second Amendment to the Employment Agreement (this “Amendment”) is effective as of December 9, 2015, by and between Ted Danse (the “Executive”) and Acucela Inc. (the “Company”).
March 24, 2015Employment Agreement • March 30th, 2015 • Acucela Inc. • Pharmaceutical preparations • Washington
This letter (the “First Amendment”) serves to partially amend your original Employment Agreement with Acucela Inc. (the “Company”) dated September 6, 2014 (the “Employment Agreement,” attached hereto as Exhibit A). This First Amendment will become effective immediately upon the date you and the Company (collectively, the “parties”) sign below. The parties hereby agree that the Employment Agreement is amended as follows:
OPTION AND LICENSE AGREEMENTOption and License Agreement • May 10th, 2016 • Acucela Inc. • Pharmaceutical preparations • California
THIS OPTION AND LICENSE AGREEMENT (“Agreement”) is made and entered into effective as of March 16, 2016 (the “Effective Date”), by and between ACUCELA INC., a corporation organized under the laws of the State of Washington, USA, having a business address at 1301 Second Avenue, Suite 4200, Seattle, Washington 98101-3805, USA (“Acucela”), and YOUHEALTH EYETECH, INC., a corporation organized under the laws of the State of Delaware, USA, having a business address at 10769 Cherry Hill Drive, San Diego, California 92130, USA (“YouHealth”). In addition, YouHealth’s parent company, GUANGZHOU KANG RUI BIOLOGICAL PHARMACEUTICAL TECHNOLOGY CO., LTD., a Chinese company, having a business address at Rui Hou Building F, 6th Floor Guangzhou International Business Incubator Science Park, Guangzhou, 510663 China (“Kangrui”), is signing this Agreement as guarantor of YouHealth’s performance of its obligations hereunder and hereby agrees to be bound by the terms of this Agreement to the same extent as Yo
FIRST AMENDMENT TO LEASE [Nexus Canyon Park LLC / Acucela Inc.]Lease • December 17th, 2013 • Acucela Inc • Pharmaceutical preparations
THIS FIRST AMENDMENT TO LEASE (this “First Amendment”) is effective as of August 15, 2011 (“Effective Date”) by and between NEXUS CANYON PARK LLC, a Delaware limited liability company, and ACUCELA INC., a Washington corporation, “Landlord” and “Tenant”, respectively, under that certain Lease dated February 13, 2006 (the “Original Lease” and, together with this First Amendment, the “Lease”) for the Premises described in Section 1.1 of the Original Lease, consisting of approximately 17,488 square feet of Rentable Area designated as Suite 120 in the Building located at 21720 23rd Drive S.E., Bothell, Washington, on real property legally described as Tract 21-B of Canyon Park Business Center Binding Site Plan recorded under Recording No. 9708195005, records of Snohomish County, Washington, being a portion of the Northwest Quarter of Section 29, Township 27 North, Range 5 East, W.M.
SEPARATION AGREEMENT AND RELEASESeparation Agreement • November 4th, 2016 • Acucela Inc. • Pharmaceutical preparations • Washington
This Separation Agreement and Release (the “Agreement”) is made by and between Roger Girard (the “Executive”) and Acucela Inc. (the “Company”) (collectively referred to as the “Parties” or individually referred to as a “Party”).
September 17, 2014Separation Agreement • September 19th, 2014 • Acucela Inc. • Pharmaceutical preparations • Washington
This letter confirms the agreement (this “Agreement”) between you and Acucela, Inc. (the “Company”) concerning the terms of your resignation, and offers you the separation benefits set forth below in exchange for a general release of claims and covenant not to sue.
SECOND AMENDMENT TO LEASE [Nexus Canyon Park LLC / Acucela Inc.]Lease • September 22nd, 2014 • Acucela Inc. • Pharmaceutical preparations
THIS SECOND AMENDMENT TO LEASE (this “Second Amendment”) is effective as of September 1, 2014 (“Effective Date”) by and between NEXUS CANYON PARK LLC, a Delaware limited liability company, and ACUCELA INC., a Washington corporation, “Landlord” and “Tenant”, respectively, under that certain Lease dated February 13, 2006 (the “Original Lease” and that certain First Amendment to Lease dated August 15, 2011, together, the “Lease”) for the Premises described in Section 1.1 of the Original Lease, consisting of approximately 17,488 square feet of Rentable Area designated as Suite 120 in the Building located at 21720 23rd Drive S.E., Bothell, Washington, on real property legally described as Tract 21-B of Canyon Park Business Center Binding Site Plan recorded under Recording No. 9708195005, records of Snohomish County, Washington, being a portion of the Northwest Quarter of Section 29, Township 27 North, Range 5 East, W.M.
SEVERANCE AND CHANGE IN EFFECTIVE CONTROL AGREEMENTSeverance and Change in Effective Control Agreement • March 30th, 2015 • Acucela Inc. • Pharmaceutical preparations • Washington
This Severance and Change in Effective Control Agreement (this “Agreement”) is entered into as of March 24, 2015 (the “Effective Date”) by and between (the “Employee”) and Acucela Inc., a Washington corporation (the “Company”). Capitalized terms shall have the meanings set forth in Section 4 of, or as defined throughout, this Agreement.
RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • March 11th, 2016 • Acucela Inc. • Pharmaceutical preparations • Washington
You have been granted Restricted Stock Units ("RSUs") subject to the terms, restrictions and conditions of the Plan, the Notice of Restricted Stock Unit Award (the "Notice") and this Agreement, including any applicable country specific provisions in the appendix for your country (the "Appendix").
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 27th, 2015 • Acucela Inc. • Pharmaceutical preparations • Washington
This Registration Rights Agreement (this “Agreement”) is made and entered into as of November 26, 2015, by and among Acucela Inc., a Washington corporation (the “Company”), and the several stockholders signatory hereto (each a “Holder” and collectively, the “Holders”).
THIRD AMENDMENT TO LEASE [Nexus Canyon Park LLC / Acucela Inc.]Lease • March 15th, 2017 • Kubota Pharmaceutical Holdings Co LTD • Pharmaceutical preparations
THIS THIRD AMENDMENT TO LEASE (this “Third Amendment”) is effective as of November 9, 2016 (“Effective Date”) by and between NEXUS CANYON PARK LLC, a Delaware limited liability company, and ACUCELA INC., a Washington corporation, “Landlord” and “Tenant”, respectively, under that certain Lease dated February 13, 2006 as Amended by a First Amendment to Lease dated August 15, 2011 and a Second Amendment to Lease dated September 1, 2014 (as amended, the “Lease”) for the Premises described in Section 1.1 of the Lease, consisting of approximately 17,488 square feet of Rentable Area designated as Suite 120 in the Building located at 21720 23rd Drive S.E., Bothell, Washington, on real property legally described as Tract 21-B of Canyon Park Business Center Binding Site Plan recorded under Recording No. 9708195005, records of Snohomish County, Washington, being a portion of the Northwest Quarter of Section 29, Township 27 North, Range 5 East, W.M.
SUB-SUBLEASE AGREEMENTSub-Sublease Agreement • March 15th, 2017 • Kubota Pharmaceutical Holdings Co LTD • Pharmaceutical preparations • Washington
This Sub-Sublease Agreement (the “Sub-Sublease Agreement”) is entered as of January 12, 2016 (the “Effective Date”) between Acucela Inc., a Washington corporation (“Sublessor”) and Zillow, Inc., a Washington corporation (“Sublessee”).
March 15, 2017 Kathleen Philips Chief Financial Officer, Zillow, Inc.Sub-Sublease Agreement • May 10th, 2017 • Kubota Pharmaceutical Holdings Co LTD • Pharmaceutical preparations
