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.”
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
9,200,000 Shares ACUCELA INC. Common Stock (No Par Value) UNDERWRITING AGREEMENTUnderwriting Agreement • January 27th, 2014 • Acucela Inc. • Pharmaceutical preparations
THIS LOCKUP LETTER (the “Letter”) is executed and delivered to Mitsubishi UFJ Morgan Stanley Securities Co., Ltd., having its principal office at Mitsubishi Building, 2-5-2 Marunouchi, Chiyoda-ku, Tokyo 100-0005 Japan as of this day of , by (the “Shareholder”) residing /having its principal office [select one] at .
