Translation] TERMINATION AGREEMENT
Exhibit 7.11
[Translation]
This Termination Agreement (this “Termination Agreement”) is entered into as of May 13, 2015 (the “Date”), by and between Xxxxxx Xxxxxxxx (“Tsuchiya”) and Ryo Kubota (“Kubota,” and Tsuchiya and Kubota collectively, the “Parties”).
RECITALS
WHEREAS, the Parties entered into a Voting Agreement dated February 20, 2015 (the “Voting Agreement”), whereby the Parties agreed to vote their shares of common stock in Acucela Inc., a Washington corporation (“Acucela”), for the purposes of (i) removing Xx. Xxxxx Xxxxxx, Xx. Xxxxx X’Xxxxxxxxx, Xx. Xxxx X. Xxxx, and Xx. Xxxxxxx Xxxxxxxxx from the Acucela’s board of directors (the “Board”), and (ii) electing each of Xx. Xxxxxxxxx Xxxxx, Xx. Xxxxxx Xxxxxxxx, Xx. Xxxxx Xxxx, and Xx. Xxxxxx Xxxxxxxx (collectively, the “Director Designees”) as new members of the Board;
WHEREAS, at the special meeting of Acucela’s shareholders held on May 1, 2015 (the “Special Meeting”), the Parties voted their shares of common stock in Acucela in favor of items (i) and (ii) above;
WHEREAS, as a result of the Special Meeting, each of Xx. Xxxxx Xxxxxx, Xx. Xxxxx X’Xxxxxxxxx, Xx. Xxxx X. Xxxx, and Xx. Xxxxxxx Xxxxxxxxx were removed from the Board and each of the Director Designees was elected as a new member of the Board; and
WHEREAS, since the objectives of the Voting Agreement have been fulfilled, the Parties now wish to terminate the Voting Agreement.
AGREEMENT
NOW, THEREFORE, the Parties, intending to be legally bound, agree as follows:
| 1. | Termination of Voting Agreement. |
Notwithstanding Section 2 of the Voting Agreement, the Parties hereby agree to terminate the Voting Agreement effective as of the Date. The Parties mutually confirm that upon the termination, neither Party shall have any rights or obligations to the other Party under the Voting Agreement.
| 2. | Governing Law. |
This Termination Agreement shall be governed by and construed in accordance with the laws of Japan.
IN WITNESS WHEREOF, each of the Parties have caused this Termination Agreement to be executed on this Date on his own or by its duly authorized representative, respectively.
| Tsuchiya: |
| /s/ Xxxxxx Xxxxxxxx |
| Xxxxxx Xxxxxxxx |
| Kubota: |
| /s/ Ryo Kubota |
| Ryo Kubota |
