Alimera Sciences
Annual Report 2012

Plain-text annual report

ALIMERA SCIENCES INC FORM 10-K (Annual Report) Filed 03/28/13 for the Period Ending 12/31/12 Address Telephone CIK Symbol SIC Code Industry 6120 WINDWARD PARKWAY STE 290 ALPHARETTA, GA 30005 6789905740 0001267602 ALIM 2834 - Pharmaceutical Preparations Biotechnology & Drugs Sector Healthcare Fiscal Year 12/31 http://www.edgar-online.com © Copyright 2013, EDGAR Online, Inc. All Rights Reserved. Distribution and use of this document restricted under EDGAR Online, Inc. Terms of Use. Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) For the fiscal year ended December 31, 2012 or For the transition period from to Commission file number: 001-34703 Alimera Sciences, Inc. (Exact name of registrant as specified in its charter) (678) 990-5740 (Registrant’s telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes (cid:1) No  Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes (cid:1) No  Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes  No (cid:1) Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes  No (cid:1) Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one): Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes (cid:4) No  As of June 29, 2012, the last business day of the registrant's last completed second quarter, the aggregate market value of the Common Stock held by non-affiliates  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (cid:1) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Delaware 20-0028718 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification Number) 6120 Windward Parkway, Suite 290 Alpharetta, GA 30005 (Address of principal executive offices) (Zip Code) Common Stock, $0.01 par value per share The NASDAQ Stock Market LLC (Title of each class) (Name of each exchange on which registered) Large accelerated filer (cid:4) Accelerated filer (cid:4) Non-accelerated filer (cid:4) (Do not check if a smaller reporting company) Smaller reporting company  of the registrant was approximately $29,658,318, based on the closing price of the registrant’s Common Stock, as reported by the NASDAQ Global Market. Shares of Common Stock held by each executive officer, director and stockholders known by the registrant to own 10% or more of the outstanding stock based on public filings and other information known to the registrant have been excluded since such persons may be deemed affiliates. This determination of affiliate status is not necessarily a conclusive determination for other purposes. As of March 26, 2013 there were 31,556,205 shares of the registrant's Common Stock issued and outstanding. Table of Contents DOCUMENTS INCORPORATED BY REFERENCE Specified portions of the registrant’s proxy statement with respect to the registrant’s 2013 Annual Meeting of Stockholders, which is to be filed pursuant to Regulation 14A within 120 days after the end of the registrant’s fiscal year ended December 31, 2012 , are incorporated by reference into Part III of this Form 10-K. Table of Contents Alimera Sciences, Inc. Form 10-K Table of Contents The term “ILUVIEN” is our trademark. All other trademarks, trade names and service marks appearing in this prospectus are the property of their respective owners. 3 Page Part I Special Note Regarding Forward-Looking Statements and Projections 4 Item 1. Business 5 Item 1A. Risk Factors 20 Item 1B. Unresolved Staff Comments 45 Item 2. Properties 45 Item 3. Legal Proceedings 45 Item 4. Mine Safety Disclosures 45 Part II Item 5. Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities 45 Item 6. Selected Consolidated Financial Data 46 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 46 Item 7A. Qualitative and Quantitative Disclosures about Market Risk 57 Item 8. Financial Statements and Supplementary Data 57 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 57 Item 9A. Controls and Procedures 57 Item 9B. Other Information 58 Part III Item 10. Directors, Executive Officers and Corporate Governance 59 Item 11. Executive Compensation 59 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 59 Item 13. Certain Relationships and Related Transactions, and Director Independence 60 Item 14. Principal Accountant Fees and Services 60 Part IV Item 15. Exhibits and Financial Statements Schedules 60 Signatures 61 Index to Financial Statements 62 Exhibit Index 92 Table of Contents PART I SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS AND PROJECTIONS Various statements in this report are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements involve substantial risks and uncertainties. All statements, other than statements of historical facts, included in this report regarding our strategy, future operations, future financial position, future revenues, projected costs, prospects, plans and objectives of management are forward-looking statements. These statements are subject to risks and uncertainties and are based on information currently available to our management. Words such as, but not limited to, “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “plan,” “contemplates,” “predict,” “project,” “target,” “likely,” “potential,” “continue,” “will,” “would,” “should,” “could,” or the negative of these terms and similar expressions or words, identify forward-looking statements. The events and circumstances reflected in our forward-looking statements may not occur and actual results could differ materially from those projected in our forward-looking statements. Meaningful factors which could cause actual results to differ include, but are not limited to: All written and verbal forward-looking statements attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. We caution investors not to rely too heavily on the forward-looking statements we make or that are made on our behalf. We undertake no obligation, and specifically decline any obligation, to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise. You are advised, however, to consult any further disclosures we make on related subjects in any annual, quarterly or current reports that we may file with the Securities and Exchange Commission. We encourage you to read the discussion and analysis of our financial condition and our consolidated financial statements contained in this annual report on Form 10-K. We also encourage you to read Item 1A of Part 1 of this annual report on Form 10-K, entitled “Risk Factors,” which contains a more complete discussion of the risks and uncertainties associated with our business. In addition to the risks described above and in Item 1A of this report, other unknown or unpredictable factors also could affect our results. There can be no assurance that the actual results or developments anticipated by us will be realized or, even if substantially realized, that they will have the expected consequences to, or effects on, us. Therefore no assurance can be given that the outcomes stated in such forward-looking statements and estimates will be achieved. 4 • delay in or failure to obtain regulatory approval of our product candidates; • uncertainty as to our ability to commercialize (alone or with others), and market acceptance of, ILUVIEN in the EU; • our inability to successfully market and sell ILUVIEN following regulatory approval in additional markets; • the extent of government regulations; • uncertainty as to the pricing and reimbursement guidelines for our product candidates, including ILUVIEN in the various EU countries; • uncertainty as to the relationship between the benefits of our product candidates and the risks of their side-effect profiles; • dependence on third-party manufacturers to manufacture our product candidates in sufficient quantities and quality; • uncertainty of clinical trial results; • limited sales and marketing infrastructure; and • our ability to operate our business in compliance with the covenants and restrictions that we are subject to under our credit facility. Table of Contents ITEM 1. BUSINESS Overview Alimera Sciences, Inc. (we, Alimera or the Company) is a biopharmaceutical company that specializes in the research, development and commercialization of prescription ophthalmic pharmaceuticals. We are presently focused on diseases affecting the back of the eye, or retina, because we believe these diseases are not well treated with current therapies and represent a significant market opportunity. Our most advanced product candidate is ILUVIEN ® , which has received marketing authorization in Austria, the United Kingdom, Portugal, France, Germany and Spain, and has been recommended for marketing authorization in Italy, for the treatment of vision impairment associated with chronic diabetic macular edema (DME) considered insufficiently responsive to available therapies. DME is a disease of the retina that affects individuals with diabetes and can lead to severe vision loss and blindness. ILUVIEN is the first product approved for chronic DME. ILUVIEN has not been approved by the U.S. Food and Drug Administration (FDA). We currently plan to launch ILUVIEN in Germany, the United Kingdom and France in 2013, and are pursuing pricing and reimbursement in those countries. In July 2012, we received a letter from Germany’s Federal Joint Committee indicating that the automatic obligation to submit a dossier on ILUVIEN, per the Arzneimittelmarkt-Neuordnungsgesetz law, would not be necessary, and that a benefit assessment would not be required. Receipt of this letter allows us to launch ILUVIEN in Germany without price restriction. In January 2013, the United Kingdom’s National Institute for Health and Clinical Excellence (NICE) published final guidance indicating that ILUVIEN is not cost effective for the treatment of vision impairment associated with chronic DME considered insufficiently responsive to available therapies given the cost of £5500. We subsequently submitted a simple patient access scheme (PAS) for ILUVIEN to the Patient Access Schemes Liaison Unit (PASLU) w hich has been agreed to by the United Kingdom's Department of Health and is now under consideration by NICE for inclusion in its rapid review facility. Under this facility, the Appraisal Committee at NICE is expected to assess the impact of the ILUVIEN PAS on ILUVIEN's cost effectiveness and determine whether an update to the recently published final guidance is warranted. We submitted a New Drug Application (NDA) in June 2010 for ILUVIEN in the U.S. with the FDA based on data through month 24 of our two completed Phase 3 pivotal clinical trials (collectively, our FAME Study) on both ILUVIEN and a higher dose FAc intravitreal insert to assess the efficacy and safety of ILUVIEN in the treatment of DME over a 36 month period. In December 2010 we received a Complete Response Letter (CRL) from the FDA regarding our NDA. The primary concerns expressed in the CRL centered on the benefits of ILUVIEN in treating DME patients versus the risk of its side effects. Upon further analysis of the FAME Study data through its final readout at month 36, we determined that a pre-planned subgroup of chronic DME patients demonstrated a greater benefit to risk profile than the full population dataset in our original NDA filing. We submitted our response to the CRL to the FDA in May 2011, including additional safety and efficacy data through month 36 of the FAME Study with an emphasis on the chronic DME subgroup. In November 2011, the FDA issued a second CRL to communicate that the NDA could not be approved in its then current form stating that the NDA did not provide sufficient data to support that ILUVIEN is safe and effective in the treatment of patients with DME. The FDA stated that the risks of adverse reactions shown for ILUVIEN in the FAME Study were significant and were not offset by the benefits demonstrated by ILUVIEN in these clinical trials. In its second CRL, the FDA indicated that we would need to conduct two additional clinical trials to demonstrate that ILUVIEN is safe and effective for the proposed indication. During the second quarter of 2012, we met with the FDA in an effort to gain a better understanding of the regulatory path for ILUVIEN in the U.S. Based upon this meeting, we submitted a response to the second CRL to the FDA in the first quarter of 2013, which included additional analysis of the benefits and risks of ILUVIEN based upon clinical data available from the FAME Study. We do not plan to conduct additional trials for DME at this time. ILUVIEN is inserted in the back of the patient’s eye to a placement site that takes advantage of the eye’s natural fluid dynamics to deliver the non-proprietary corticosteroid fluocinolone acetonide (FAc). ILUVIEN is inserted in a non-surgical procedure employing a device with a 25-gauge needle which allows for a self-sealing wound. If approved in the U.S., the non-surgical procedure will be performed in the retinal specialist’s office, while in Europe it will be performed in a hospital or private clinic setting. ILUVIEN is an intravitreal implant that treats patients by delivering a consistent sub-microgram daily dose of FAc in the eye, which is sustained and therapeutically effective through 36 months. We believe that a sustained effect resulting in minimal side effects using a corticosteroid can only be achieved by providing lower exposure to corticosteroids and focusing the delivery to the back of the eye. Additionally, we believe that adverse events associated with ILUVIEN are predictable and manageable by a retinal physician, and within the acceptable limits of a drug for the treatment of DME. ILUVIEN is also being studied in two Phase 2 clinical trials for the treatment of the dry form of age-related macular degeneration (AMD) and retinal vein occlusion (RVO). A phase 2 trial studying ILUVIEN in the treatment of the wet form of 5 Table of Contents AMD has been terminated based on an interim analysis, due to the determination that the endpoint of reducing the number of anti-VEGF injections may not be appropriate to assess the benefit of ILUVIEN in that disease. Our commercialization strategy is to establish ILUVIEN as a leading therapy for vision loss in chronic DME patients and subsequently for any other indications for which ILUVIEN proves safe and effective. We are led by an executive team with extensive development and commercialization expertise with ophthalmic products including the launch and management of Visudyne, a drug product sponsored by Novartis and the first pharmacological treatment indicated for patients with wet AMD. We intend to capitalize on our management’s experience and expertise to market ILUVIEN and other potential eye care products, when, where and if such drugs receive regulatory approval. We have hired additional ophthalmic and specialty product managers in Europe. We currently plan to launch ILUVIEN in Germany, the United Kingdom and France in 2013, and are pursuing pricing and reimbursement in those countries. We also plan to commercialize ILUVIEN, directly or with a partner, in Austria, Italy, Portugal and Spain, with potential expansion into other EU and non-EU countries pending future applicable regulatory approvals. If ILUVIEN is approved by the FDA, we intend to commercialize ILUVIEN directly to retina centers across the U.S. Business Strategy We are presently focused on diseases affecting the back of the eye, or retina, because we believe these diseases are not well treated with current therapies and represent a significant market opportunity. Our business strategy is to: Disease Overview and Market Opportunity Diabetes and Diabetic Retinopathy Diabetes mellitus, with its systemic and ophthalmic complications, represents a global public health threat. The estimated prevalence of diabetes worldwide in 2011 increased to 366 million people and is expected to increase to 522 million people by 2030. In the EU countries in which ILUVIEN has received marketing authorizations or has been recommended for marketing authorization, according to the International Diabetes Foundation, Diabetes Atlas, Fifth Edition, there are approximately 19.0 million diabetics of whom we estimate approximately 1.1 million suffer from DME. According to the U.S. Centers for Disease Control and Prevention (CDC), the number of Americans diagnosed with diabetes has increased from approximately 8.1 million people in 1994 to approximately 18.8 million people in 2010. In addition to diagnosed cases, the CDC estimates that an additional 7.0 million Americans with diabetes are currently undiagnosed and are therefore not being monitored and treated to control their disease and prevent systemic and ophthalmic complications. With better diagnostics and improved public awareness, the number of persons diagnosed with and being treated for diabetes is expected to increase. 6 • Maximize the Commercial Success of ILUVIEN. We currently plan to launch ILUVIEN in Germany, the United Kingdom and France in 2013, and are pursuing pricing and reimbursement in those countries. We also plan to commercialize ILUVIEN, directly or with a partner, in Austria, Italy, Portugal and Spain, with potential expansion into other EU and non-EU countries pending future applicable regulatory approvals. • Pursue FDA Approval for ILUVIEN . We submitted a response to the second CRL to the FDA in the first quarter of 2013, which included additional analysis of the benefits and risks of ILUVIEN based upon clinical data available from the FAME Study. If approved by the FDA, we intend to directly commercialize ILUVIEN to retina centers in the U.S. • Pursue Approval in Additional Countries . We are eligible for a mutual recognition procedure under which we can submit ILUVIEN for approval in any or all of the remaining 20 EU countries. The International Diabetes Federation estimates there are approximately 11 million people suffering from diabetes in these remaining countries. We are also considering expansion into Middle Eastern and Asian markets. • Assess the Effectiveness of ILUVIEN for Additional Retinal Diseases . We believe that ILUVIEN has the potential to address additional retinal diseases including, among others, dry AMD, wet AMD and RVO. ILUVIEN is being studied in two Phase 2 clinical trials for the treatment of the dry AMD and RVO. A phase 2 trial studying ILUVIEN in the treatment of the wet AMD has been terminated based on an interim analysis, due to the determination that the endpoint of reducing the number of anti-VEGF injections may not be appropriate to assess the benefit of ILUVIEN in that disease. • Expand Our Ophthalmic Product Pipeline. We believe there are further unmet medical needs in the treatment of ophthalmic diseases. Toward that end, we intend to leverage our management’s expertise and its broad network of relationships to continue to evaluate in-licensing and acquisition opportunities for compounds and technologies with potential treatment applications for diseases affecting the eye. Table of Contents All patients with diabetes are at risk of developing some form of diabetic retinopathy, an ophthalmic complication of diabetes with symptoms including the swelling and leakage of blood vessels within the retina or the abnormal growth of new blood vessels on the surface of the retina. According to the American Diabetes Association, diabetic retinopathy causes approximately 12,000 to 24,000 new cases of blindness in the U.S. each year; making diabetes the leading cause of new cases of blindness in adults aged 20 to 74. Diabetic retinopathy can be divided into either non-proliferative or proliferative retinopathy. Non-proliferative retinopathy (also called background retinopathy) develops first and causes increased capillary permeability, micro aneurysms, hemorrhages, exudates, macular ischemia and macular edema (thickening of the retina caused by fluid leakage from capillaries). Proliferative retinopathy is an advanced stage of diabetic retinopathy which, in addition to characteristics of non-proliferative retinopathy, results in the growth of new blood vessels. These new blood vessels are abnormal and fragile, growing along the retina and along the surface of the clear, vitreous gel that fills the inside of the eye. By themselves, these blood vessels do not cause symptoms or vision loss. However, these blood vessels have thin, fragile walls that are prone to leakage and hemorrhage. DME is a common ocular complication of diabetes mellitus. As the incidence of diabetes continues to increase worldwide, the incidence of DME and other complications is predicted to rise as well. A majority of patients who suffer from diabetes do not meet glycemic (glucose or blood sugar) targets, resulting in chronic hyperglycemia (elevated levels of glucose in the blood). This, in turn, leads to the development of micro-vascular complications, the most common of which is diabetic retinopathy. Diabetic retinopathy is the leading cause of new-onset blindness in patients aged 20 to 70, with DME accounting for a majority of vision loss in patients with diabetic retinopathy. Vision loss from DME affects both patients and caregivers, who must assist the patient with doctor visits. Diabetic Macular Edema DME, the primary cause of vision loss associated with diabetic retinopathy, is a disease affecting the macula, the part of the retina responsible for central vision. When the blood vessel leakage of diabetic retinopathy causes swelling in the macula, the condition is called DME. The onset of DME is painless and may go undetected by the patient until it manifests with the blurring of central vision or acute vision loss. The severity of this blurring may range from mild to profound loss of vision. We estimate there are approximately 1.1 million patients suffering from DME in the seven EU countries in which ILUVIEN has received or been recommended for marketing authorization. Limitations of Current Treatments for DME The current standards of care for the treatment of DME are laser photocoagulation and intravitreal injections of anti-vascular endothelial growth factor (anti-VEGF) agents and corticosteroid therapies. Laser photocoagulation is a retinal procedure in which a laser is used to apply a burn or a pattern of burns to cauterize leaky blood vessels to reduce edema. Visual acuity gains are seen with this therapy, although results are highly variable and it may take more than eight months for median visual acuity to improve. Further, this is a destructive procedure that has undesirable side effects including partial loss of peripheral and night vision. Lucentis, an anti-VEGF, is marketed for the treatment of vision loss associated with DME in the U.S. and the EU. Retinal specialists have supplemented laser photocoagulation and Lucentis with the use of both off-label intravitreal injections of other anti-VEGF and corticosteroid therapies. Studies have also shown that both anti-VEGF inhibitors and corticosteroids are efficacious in some patients suffering from DME. However, both corticosteroids and anti-VEGFs are limited by a need for multiple injections to maintain a therapeutic effect and are not efficacious in all patients. This raises concerns not only for patients, but also for caregivers who are affected by frequent doctor visits, and healthcare providers who must monitor patients monthly. Furthermore, a subset of patients does not respond to these therapies, and the disease persists. In addition, these therapies have safety concerns. Corticosteroids have historically been associated with significant increases in intraocular pressure (IOP), which may increase the risk of glaucoma, and the acceleration of cataract formation. Anti-VEGF treatments increase the risk of endophthalmitis and have also been shown to raise IOP. ILUVIEN Overview Our most advanced product candidate is ILUVIEN, an intravitreal implant providing a therapeutic effect for up to 36 months in the treatment of vision impairment associated with chronic DME by delivering sustained sub-microgram levels of FAc, a non-proprietary corticosteroid with demonstrated efficacy in the treatment of ocular disease. Intravitreal refers to the space inside the eye behind the lens that contains the jelly-like substance called vitreous. DME is a disease of the retina which affects individuals with diabetes and can lead to severe vision loss and blindness. ILUVIEN is implanted in the back of the patient’s eye in a non-surgical procedure using a sterile preloaded applicator (the ILUVIEN applicator) employing a 25-gauge 7 Table of Contents needle, which allows for a self-sealing wound. This implantation is very similar to the administration of an intravitreal injection, a procedure commonly employed by retinal specialists. In the U.S., if approved, the non-surgical procedure will be performed in the retinal specialist’s office, while in Europe, where approved, it will be performed in a hospital or private clinic setting. Based on data from our FAME Study, we believe ILUVIEN improves vision while mitigating side effects commonly associated with the use of corticosteroids for the following reasons: Fluocinolone Acetonide FAc, a non-proprietary corticosteroid, is the active compound in ILUVIEN and a member of the class of steroids known as corticosteroids. Corticosteroids have demonstrated a range of pharmacological actions, including inhibition of inflammation, inhibition of leukostasis, up regulation of occludin, inhibition of the release of certain inflammatory cytokines and suppression of VEGF secretion. These pharmacological actions have the potential to treat various ocular conditions, including DME, dry AMD, wet AMD and RVO. However, FAc shares many of the same side effects as other corticosteroids currently available for intraocular use, including increased IOP, which may increase the risk of glaucoma, and the acceleration of cataract formation. ILUVIEN is Positioned to Mitigate IOP Increases Based on our analysis of the final clinical readout from our FAME Study through month 36, it appears that ILUVIEN mitigates the incidence of steroid-induced IOP elevations commonly associated with the intraocular use of corticosteroids, which we believe is due to its implantation location in the posterior portion of the eye. The side effect of increased IOP associated with corticosteroids in certain people is directly related to the interaction of corticosteroids with the cells of the trabecular meshwork, a specialized tissue that acts as a filter located in the front of the eye. In some individuals, corticosteroids result in a build-up of debris in this meshwork, increasing resistance to outflow, and increasing pressure inside the eye. The positioning of ILUVIEN allows it to take advantage of the posterior flow of fluid away from the trabecular meshwork of the eye. We believe this positioning minimizes the anterior chamber exposure to FAc and mitigates the incidence of IOP elevations. ILUVIEN Provides Sustained Sub-Microgram Delivery ILUVIEN consists of a tiny polyimide tube with a membrane cap, licensed by us from pSivida US, Inc. (pSivida) that is filled with 190µg of FAc in a polyvinyl alcohol matrix. ILUVIEN is non-bioerodable; however, both polyimide and the polyvinyl alcohol matrix are biocompatible with ocular tissues and have histories of safe use within the eye. ILUVIEN provides sustained sub-microgram levels of FAc and demonstrated a therapeutic effect for up to 36 months in our FAME Study. We believe that ILUVIEN’s ability to deliver consistent, sub-microgram levels of FAc from a posterior point of release in the eye mitigates the incidence of IOP elevations commonly associated with the intraocular use of corticosteroids. The ILUVIEN Applicator We developed a custom, proprietary applicator for ILUVIEN, which includes improvements over the modified syringe used during our FAME Study. These improvements include ergonomic design features, a transparent window to visually confirm ILUVIEN’s presence within the applicator, a longer needle and markings to guide retinal specialists to the proper insertion point. As was the case with the modified syringe used during our FAME Study, the ILUVIEN applicator uses a 25- 8 • ILUVIEN delivers FAc. The active pharmaceutical ingredient in ILUVIEN is FAc, which has demonstrated efficacy in the treatment of DME in our FAME Study. • ILUVIEN delivers sustained sub-microgram daily levels of a steroid to the eye. The dosage level of ILUVIEN provides lower exposure to corticosteroids than other intraocular dosage forms currently available. • ILUVIEN delivers a therapeutic effect for up to 36 months. In vitro release kinetics have shown that ILUVIEN provides sustained delivery of sub-microgram levels of FAc over time. Based on the results of the FAME Study, ILUVIEN provides a sustained, therapeutic effect in the treatment of DME through 36 months. • ILUVIEN’s placement utilizes the eye’s natural fluid dynamics. There are two natural currents of fluid within the eye; one to the front of the eye and the other to the back of the eye, or retina. We believe that ILUVIEN’s delivery of sustained sub-microgram levels of FAc and implantation into the back of the eye optimizes delivery of FAc to the retina by utilizing these natural currents, maximizes efficacy and mitigates possible side effects. • ILUVIEN is implanted using a 25-gauge needle. Needle gauge determines the size of the wound that is created. ILUVIEN is implanted into the eye in a non-surgical procedure using a 25-gauge needle, which results in a wound that is small enough to seal itself after the needle is removed, thus eliminating the need for additional intervention. Using a larger needle would require a more complicated implantation procedure to create a self-sealing wound. Table of Contents gauge needle, which results in a wound that is small enough to seal itself after ILUVIEN has been implanted into the back of the eye and the needle has been removed. We believe that a 25-gauge needle is the smallest needle capable of delivering ILUVIEN into the back of eye. ILUVIEN Clinical Development Program Development Program for the Treatment of DME In September 2010, we completed our FAME Study, two Phase 3 pivotal clinical trials on both ILUVIEN and a higher dose FAc intravitreal insert involving 956 patients in sites across the U.S., Canada, Europe and India to assess the efficacy and safety of ILUVIEN in the treatment of DME over a 36 month period. Combined enrollment was completed in October 2007, and the month 24 clinical readout from our FAME Study was received in December 2009. Based on our analysis of the data through month 24 of the FAME Study in December 2009, we filed a NDA in June 2010 for ILUVIEN in the U.S. with the FDA, followed by registration filings in the United Kingdom, Austria, France, Germany, Italy, Portugal and Spain under the EU’s decentralized procedure in July 2010 with the United Kingdom acting as the RMS. The RMS was responsible for conducting the primary review and coordinating the review and approval process between itself and the other involved countries, or Concerned Member States. In November 2010, we received a Preliminary Assessment Report (PAR) from the RMS and in December 2010, we received a CRL from the FDA regarding our respective registration filings. The primary concerns expressed in both the PAR and the CRL centered on the benefits of ILUVIEN in treating DME patients versus the risk of its side effects. Upon further analysis of our FAME Study data through its final readout at month 36, we determined that a pre-planned subgroup of chronic DME patients demonstrated a greater benefit to risk profile than the full population dataset in our original filings. We submitted our response to the CRL to the FDA in May 2011, including additional safety and efficacy data through the final readout at month 36 of the FAME Study with an emphasis on the chronic DME subgroup. In July 2011, we submitted a draft response to the PAR to the United Kingdom Medicines Healthcare products Regulatory Agency (MHRA), the regulatory body in the RMS, which included a similar data package. In November 2011, the FDA issued a second CRL to communicate that the NDA could not be approved in its current form stating that the NDA did not provide sufficient data to support that ILUVIEN is safe and effective in the treatment of patients with DME. The FDA stated that the risks of adverse reactions shown for ILUVIEN in the FAME Study were significant and were not offset by the benefits demonstrated by ILUVIEN in these clinical trials. The FDA has indicated that we will need to conduct two additional clinical trials to demonstrate that the product is safe and effective for the proposed indication. During the second quarter of 2012, we met with the FDA in an effort to gain a better understanding of the regulatory path for ILUVIEN in the U.S. Based upon this meeting, we submitted a response to the second CRL to the FDA in the first quarter of 2013, which included additional analysis of the benefits and risks of ILUVIEN based upon clinical data available from the FAME Study. We do not plan to conduct additional trials for DME at this time. After meetings and discussions with the MHRA, we finalized and submitted our response to the PAR to the MHRA in November 2011. In February 2012, we received a Final Assessment Report (FAR) from the MHRA indicating that the United Kingdom, Austria, France, Germany, Italy, Portugal and Spain had reached a consensus that ILUVIEN was approvable and that the decentralized procedure was complete. Upon receipt of the FAR, we entered the national phase with each of these seven countries and received marketing authorization in Austria, the United Kingdom, Portugal, France, Germany and Spain. During the national phase, labeling in each country’s local language is finalized. As part of the approval process in these countries, we have committed to conduct a five-year, post-authorization, open label registry study of ILUVIEN in patients treated per the labeled indication. ILUVIEN for Other Diseases of the Eye We believe that ILUVIEN has the potential to address other ophthalmic diseases such as dry AMD, wet AMD and RVO. Details regarding the rationale for these other indications are as follows: 9 • Dry AMD. Dry AMD patients account for 90% of AMD patients, with the greatest unmet need among these patients being a treatment for geographic atrophy (GA) for which there are currently no treatments available. Pre-clinical studies in two established rat models reported at the Association for Research in Vision and Ophthalmology meetings in 2006, 2007 and 2008, described the efficacious effects of a miniaturized version of ILUVIEN in retinal degeneration. Based on these results, we began enrollment of a pilot study in December 2008 to assess the safety and efficacy of ILUVIEN in patients with bilateral GA secondary to AMD. Our Phase 2 study (the MAP GA Trial) is comparing ILUVIEN and a higher dose FAc intravitreal to Table of Contents the contralateral sham treated eye in patients with bilateral GA secondary to AMD. The change from baseline in the size of GA will be assessed over time. ILUVIEN Registration Plan U.S. Regulatory Requirements and Status In the U.S., the FDA’s requirement for the clinical evidence of the effectiveness of ILUVIEN for the treatment of DME from our FAME Study was based on two time-point comparisons. The primary efficacy variable was the proportion of patients who had visual acuity improvement in their study eye, referred to as the responder rate, based on the change from baseline in Best Corrected Visual Acuity (BCVA) as measured on the Early Treatment Diabetic Retinopathy Study (ETDRS) eye chart. BCVA improvement is defined as an increase from baseline of 15 or more letters in BCVA as measured on the ETDRS eye chart. Our primary efficacy endpoint was defined at month 24 of our FAME Study using this variable. Based on the month 24 clinical readout, ILUVIEN demonstrated efficacy in the treatment of DME in our FAME Study. Then, as required by the FDA, another numerical comparison of the responder rates at months 18 and 24 of our FAME Study was conducted to demonstrate that the responder rates at month 24 are numerically greater than or equal to the month 18 responder rates. Patients enrolled in our FAME Study were followed for 36 months. Although we submitted the month 24 results to the FDA in our NDA for ILUVIEN for approval, we received a CRL from the FDA in December 2010, which, among other things, requested the additional 12 months of clinical data from the completed FAME Study through month 36 for review. The primary concerns expressed in the CRL centered on the benefits of ILUVIEN in treating DME patients versus the risk of its side effects. Upon further analysis of our FAME Study data through its final readout at month 36, we determined that a pre-planned subgroup of chronic DME patients demonstrated a greater benefit to risk profile than the full population dataset in our original filing. We submitted our response to the CRL to the FDA in May 2011, including additional safety and efficacy data through the final readout at month 36 of the FAME Study with an emphasis on the chronic DME subgroup. In November 2011, the FDA issued a second CRL to communicate that the NDA could not be approved in its current form stating that the NDA did not provide sufficient data to support that ILUVIEN is safe and effective in the treatment of patients with DME. The FDA stated that the risks of adverse reactions shown for ILUVIEN in the FAME Study were significant and were not offset by the benefits demonstrated by ILUVIEN in these clinical trials. The FDA indicated that we will need to conduct two additional clinical trials to demonstrate that the product is safe and effective for the proposed indication. During the second quarter of 2012, we met with the FDA in an effort to gain a better understanding of the regulatory path for ILUVIEN in the U.S. Based upon this meeting, we submitted a response to the second CRL to the FDA, in the first quarter of 2013, which included additional analysis of the benefits and risks of ILUVIEN based upon clinical data available from the FAME Study.We do not plan to conduct additional trials for DME at this time. Regulatory Requirements in Other Jurisdictions There are no specific guidance documents for the clinical development of ophthalmic drug products outside of the U.S. for the treatment of diabetic retinopathy or DME. We met with regulatory authorities in Germany, Spain, France, Portugal and the United Kingdom and presented our overall preclinical, technical, clinical and statistical development plans which included the use of visual function as the primary efficacy endpoint and an anatomical measure as a co-primary efficacy endpoint or key secondary efficacy endpoint. In July 2010, we submitted a data package regarding the efficacy and safety of ILUVIEN through 10 • Wet AMD. The size of the wet AMD market was $2 billion in 2008 according to visiongain, an independent competitive intelligence organization. Anti-VEGFs require persistent dosing to maintain a therapeutic effect which is a burden on both the patient and the physician. Although, a phase 2 trial studying ILUVIEN in the treatment of the wet form of AMD has been terminated based on an interim analysis, due to the determination that the endpoint of reducing the number of anti-VEGF injections may not be appropriate to assess the benefit of ILUVIEN in that disease, we believe ILUVIEN has the potential to be synergistic with the market leading anti-VEGF therapies in the treatment of wet AMD given that corticosteroids have been shown to suppress the production of VEGF. • Macular edema associated with non-ischemic RVO. According to GlobalData, a provider of global business intelligence, there are 16 million adults affected with RVO around the world. Retinal specialists have been using intravitreal injections of the corticosteroid triamcinolone acetonide on an off-label basis to treat non-ischemic RVO. In September 2009, Allergan, Inc. (Allergan) introduced Ozurdex (a three to five month dexamethasone intravitreal implant) as the first approved product for macular edema following branch or retinal vein occlusion. The FDA’s approval of Ozurdex provides additional evidence that lower levels of a steroid work effectively for RVO. In September 2009, we began enrollment for a Phase 2 study (the FAVOR Study) to assess the safety and efficacy of ILUVIEN in patients with macular edema secondary to RVO. The FAVOR Study is comparing ILUVIEN and a higher dose FAc intravitreal in patients with macular edema secondary to RVO. Table of Contents the end of the FAME Study to the applicable regulatory authorities in the United Kingdom, Austria, France, Germany, Italy, Portugal and Spain. After meetings and discussions with the MHRA, we finalized and submitted our response to the PAR to the MHRA in November 2011. In February 2012, we received a FAR from the MHRA indicating that the United Kingdom, Austria, France, Germany, Italy, Portugal and Spain had reached a consensus that ILUVIEN was approvable and that the decentralized procedure was complete. Upon receipt of the FAR, we entered the national phase with each of these seven countries and received marketing authorization in Austria, the United Kingdom, Portugal, France, Germany and Spain. During the national phase labeling in each country’s local language is finalized. As part of the approval process in these countries, we have committed to conduct a five-year, post-authorization, open label registry study of ILUVIEN in patients treated per the labeled indication. Commercialization ILUVIEN is the only drug therapy indicated for patients with chronic DME considered insufficiently responsive to available therapies and the only single treatment providing a sustained therapeutic effect of up to 36 months in the treatment of patients with chronic DME that has received marketing authorization in Austria, the United Kingdom, Portugal, France, Germany and Spain, and has been recommended for marketing authorization in Italy. ILUVIEN has not been approved by the FDA. We intend to continue pursuit of approval for ILUVIEN in the U.S. for use in the treatment of DME. Our commercialization strategy is to establish ILUVIEN as a leading therapy for the treatment of vision loss in chronic DME patients and subsequently for other indications for which ILUVIEN may prove safe and effective. We currently plan to launch ILUVIEN in Germany, the United Kingdom and France in 2013, and are pursuing pricing and reimbursement in those countries. We also plan to commercialize ILUVIEN, directly or with a partner, in Austria, Italy, Portugal and Spain, with potential expansion into other EU and non EU countries pending future applicable regulatory approvals. If approved in the U.S., we intend to distribute ILUVIEN to physicians and retina centers through specialty distributors and pharmacies. Although we anticipate ILUVIEN being administered as a standalone therapy, we do not foresee the use of ILUVIEN as precluding the administration of other therapies in conjunction with ILUVIEN. Our commercialization strategy in any geography is subject to and dependent upon the regulatory approval of ILUVIEN in any jurisdiction. Sales and Marketing We are led by an executive team with extensive commercialization expertise with ophthalmic products including the launch and management of Visudyne, a drug product sponsored by Novartis and the first pharmacological treatment indicated for the treatment of wet AMD. In late 2012 and early 2013 we established a core management team for our EU operations based in the United Kingdom. In November 2012, we entered into a master services agreement with Quintiles Commercial Europe Limited. Under the agreement, Quintiles Commercial Europe Limited and its affiliates (collectively, Quintiles Commercial) will provide certain services to us in connection with the commercialization of ILUVIEN in certain countries in Europe under subsequent project orders. Such services may include marketing, brand management, sales promotion and detailing, market access, pricing and reimbursement support, regulatory, medical science liaison and communications and/or other advisory services. Currently, we have entered into six project orders with Quintiles Commercial for the provision of sales, marketing, management, market access and medical science personnel in Germany, the United Kingdom and France. Under these project orders Quintiles Commercial currently employs 16 persons fully dedicated to Alimera and expects this number to grow to 25 by December 2013. Quintiles Commercial also employs 20 persons partially dedicated to Alimera in Germany, the United Kingdom and France. In preparation for a potential U.S. commercial launch of ILUVIEN, we began recruiting sales and marketing infrastructure personnel with extensive ophthalmic-based sales experience in the fourth quarter of 2010. We hired our marketing and managed markets directors, three sales directors and our four field-based managed markets managers but did not add the personnel and incur the costs of hiring and training an internal sales force. We entered into a relationship with OnCall LLC, a contract sales force company, and would have utilized their employees to act as our sales representatives if we had received approval of the ILUVIEN NDA from the FDA. Due to the receipt of the second CRL, we eliminated our sales management team and field-based managed markets managers. If we obtain ILUVIEN approval from the FDA, we anticipate rebuilding our sales and marketing infrastructure in the same manner. Our plan includes ensuring that influential retinal specialists are presenting our FAME Study data at key retina meetings in the U.S. and EU and developing our medical marketing, promotion and communication materials. 11 Table of Contents Manufacturing We do not have, and do not intend to establish an in-house manufacturing capability for our products and as a result we will continue to depend heavily on third-party contract manufacturers to produce and package our products. We rely on these manufacturers to produce active pharmaceutical ingredients, or APIs, and finished drug products in accordance with current Good Manufacturing Practices (cGMPs) and all other applicable laws and regulations. We anticipate that we will rely on contract manufacturers to develop and manufacture our products for commercial sale. We maintain agreements with potential and existing manufacturers that include confidentiality and intellectual property provisions to protect our proprietary rights related to our product candidates. Third party manufacturers will be responsible for the commercial-scale production of ILUVIEN and the ILUVIEN applicator. We have finalized agreements with the manufacturer of FAc, the active pharmaceutical ingredient in ILUVIEN (FARMABIOS SpA/Byron Chemical Company Inc.), the manufacturer of the components of the ILUVIEN applicator (Flextronics International, Ltd or an affiliate of Flextronics International, Ltd. (Flextronics)),the manufacturer of ILUVIEN (Alliance Medical Products Inc. (Alliance)) and the manufacturer for the quality release testing of ILUVIEN in the EU (Brecon Pharmaceuticals Limited (Brecon)). We do not currently have alternate providers for any of these activities. pSivida manufactured our clinical trial materials for our FAME Study, our pharmacokinetics study and the Phase 2 clinical trials for the use of ILUVIEN for the treatment of dry AMD and wet AMD. pSivida’s manufacturing process is manual and labor intensive and not practical for commercial manufacturing. We worked with Flextronics and Alliance to develop a manufacturing process where automation is employed whenever feasible so that we have a process capable of being scaled-up to produce commercial quantities. The manufacturing process for ILUVIEN consists of filling the polyimide tube with a matrix consisting of FAc and polyvinyl alcohol (PVA), cutting the tubes, capping the tubes with membrane caps, curing at high temperature, loading ILUVIEN inside the ILUVIEN applicator, packaging and sterilizing the product. This process has been transferred and validated at Alliance, the third-party contract manufacturer of ILUVIEN. Subsequent to the transfer and validation of the process, Alliance began providing clinical trial materials for our Phase 2 clinical trials. We have discussed our approach to show equivalency of the pSivida manufacturing process to the commercial manufacturing process with the FDA, the MHRA and the German Bundeninstitut für Arneimittel und Medizinprodukte (BfArM). The CRLs we received from the FDA and the assessment reports received from the European Health Authorities did not raise any issue with our demonstration of equivalency between the manufacturing processes at pSivida and Alliance. However, in the CRL we received in December 2010, the FDA did notify us that the methods used in and the facilities and controls used for the manufacturing, processing, packing, or holding of the drug product at two of our manufacturers did not comply with cGMPs during pre-approval inspections. Both of these manufacturers have received confirmation from the FDA that the deficiencies have been resolved and that their respective facilities are acceptable. In February 2010, we entered into a commercial manufacturing agreement with Alliance whereby Alliance agreed to manufacture and package ILUVIEN for us at its Irvine, California facility. Certain equipment at Alliance’s facility was purchased by us and is used solely for the purpose of allowing Alliance to manufacture and package ILUVIEN for us. Under the agreement, we are also responsible for supplying Alliance with the ILUVIEN applicator and the API. Pursuant to our agreement with Alliance, we have agreed to order from Alliance at least 80% of our total requirements for new units of ILUVIEN in the U.S., Canada and Europe in a calendar year; provided that Alliance is able to fulfill our supply requirements and is not in breach of its agreements or obligations to us. Unless terminated earlier in accordance with the provisions thereof, our agreement with Alliance has an initial term of six years and will automatically renew for successive terms of one year unless either party delivers written notice of non-renewal to the other at least 12 months prior to the end of the then current term. In February 2012, we entered into a commercial manufacturing agreement with Flextronics whereby Flextronics agreed to manufacture the components of the ILUVIEN applicator for us at its Tijuana, Mexico facility. Certain equipment at Flextronics’ facility was purchased by us and is used solely for the purpose of allowing Flextronics to manufacture the components of the ILUVIEN applicator for us. Unless terminated earlier in accordance with the provisions thereof, our agreement with Flextronics has an initial term of three years and will automatically renew for successive terms of one year unless either party delivers written notice of non-renewal to the other at least 18 months prior to the end of the then current term. In our NDA and Marketing Authorization Application (MAA) for ILUVIEN, we provided the FDA and the EU regulatory authorities with a completed process validation package on three lots which described manufacturing and packaging procedures and in-process controls. Validation was conducted on small scale, 400 unit batches but in the U.S., this can be scaled up to 10 times. However, in the EU, the manufacturing process for ILUVIEN is considered a non-standard process. In order to scale-up to a larger batch size, a new validation package had to be submitted as a variation to the MAA. In 2012 we completed three validation batches of an 800 unit commercial batch and in the first quarter of 2013 we filed a variance to the MAA with the MHRA . 12 Table of Contents In addition, we submitted up to 18 months of stability data from three primary stability batches to demonstrate that the product manufactured using the process as described meets required product specifications. Competition The development and commercialization of new drugs and drug delivery technologies is highly competitive. We will likely face competition with respect to ILUVIEN and any products we may develop or commercialize in the future from major pharmaceutical companies, specialty pharmaceutical companies and biotechnology companies worldwide, many of whom have substantially greater financial and other resources than we do. In the countries in which ILUVIEN has received or been recommended for marketing authorization, or becomes approved for use in the treatment of DME, it will compete against laser photocoagulation and the use of anti-VEGF and corticosteroid injections, or other therapies that may be approved in the future. There are other companies working to develop other drug therapies and sustained delivery platforms for DME and other indications. We believe that the following companies provide potential competition to ILUVIEN: In addition, there are a number of other companies, including Ophthotech, Corp., Thrombogenics NV and Novagali Pharma S.A., which are developing drug therapies or sustained delivery platforms for the treatment of ocular diseases. These companies are seeking to apply their technologies to ophthalmic indications in early stage clinical trials. We believe we will be less likely to face generic competition for ILUVIEN because of the bioequivalency requirements of a generic form of ILUVIEN. A generic pharmaceutical competitor to ILUVIEN would need to establish bioequivalency through the demonstration of an equivalent pharmacodynamic endpoint in a clinical trial. We believe conducting such a clinical trial would be cost prohibitive and time consuming. The licensing and acquisition of pharmaceutical products, which is part of our strategy, is a highly competitive area. A number of more established companies are also pursuing strategies to license or acquire products. These established companies may have a competitive advantage over us due to, among other factors, their size, cash flow and institutional experience. Licenses and Agreements pSivida US, Inc. We entered into an agreement with pSivida in February 2005, and a subsequent amendment in March 2008, to obtain a worldwide exclusive license to develop and sell ILUVIEN for delivery to the back of the eye for the treatment and prevention of eye diseases in humans (other than uveitis). This agreement also provides us with a worldwide non-exclusive license to develop and sell pSivida’s proprietary delivery device to deliver other corticosteroids to the back of the eye for the treatment and prevention of eye diseases in humans (other than uveitis) or to treat DME by delivering a compound to the back of the eye through a direct delivery method through an incision required for a 25-gauge or larger needle. We do not have the right to develop and sell pSivida’s proprietary delivery device in connection with indications for diseases outside of the eye or for the treatment of uveitis. 13 • Genentech Inc.’s (Genentech) products Lucentis (ranibizumab injection) and Avastin (bevacizumab) are both anti-VEGF antibodies. Lucentis is currently approved for the treatment of DME, the treatment of neovascular wet AMD and the treatment of macular edema following RVO in the U.S. and the EU. Avastin, an oncology product, is used by retinal specialists in both the U.S. and in certain countries of the EU in the treatment of numerous retinal diseases but is not indicated for any ophthalmic use. Genentech is a wholly-owned member of the Roche Group. • Allergan’s product Ozurdex (dexamethasone intravitreal implant), is a bioerodable extended release implant that delivers the corticosteroid dexamethasone. Ozurdex is approved for the treatment of macular edema following branch or central RVO and non-infectious uveitis affecting the posterior segment of the eye in both the U.S. and the EU. Ozurdex demonstrates peak efficacy at 60 days and duration of therapy of three to five months. • Regeneron/Bayer’s Eyelea (aflibercept) was recently approved for the treatment of neovascular wet AMD in the U.S. and in the EU. Phase 3 trials of Eyelea for use in the treatment of DME are currently being conducted in the U.S. and EU. • Alcon, Inc.’s product TRIESENCE (triamcinolone acetonide injectable suspension), a preservative free synthetic corticosteroid for visualization during vitrectomy, is approved for the treatment of sympathetic ophthalmia, temporal arteritis, uveitis and other inflammatory conditions unresponsive to topical corticosteroids in the U.S. TRIESENCE is not indicated for the treatment of DME, dry AMD, wet AMD or RVO. Table of Contents Our license rights to pSivida’s proprietary delivery device could revert to pSivida if we were to (i) fail twice to cure our breach of an obligation to make certain payments to pSivida following receipt of written notice thereof; (ii) fail to cure other breaches of material terms of our agreement with pSivida within 30 days after notice of such breaches or such longer period (up to 90 days) as may be reasonably necessary if the breach cannot be cured within such 30-day period; (iii) file for protection under the bankruptcy laws, make an assignment for the benefit of creditors, appoint or suffer appointment of a receiver or trustee over our property, file a petition under any bankruptcy or insolvency act or have any such petition filed against us and such proceeding remains undismissed or unstayed for a period of more than 60 days; or (iv) we notify pSivida in writing of our decision to abandon our license with respect to a certain product using pSivida’s proprietary delivery device. We were not in breach of our agreement with pSivida as of December 31, 2012. Upon commercialization of ILUVIEN, we must share 20% of net profits and 33% of any lump sum milestone payments received from a sub-licensee of ILUVIEN, as defined by the agreement, with pSivida. In connection with this arrangement we are entitled to recover 20% of commercialization costs of ILUVIEN, as defined in the agreement, incurred prior to product profitability out of pSivida’s share of net profits. As of December 31, 2012 and 2011, we were owed $5.6 million and $4.1 million, respectively, in commercialization costs. Due to the uncertainty of future net profits, we have fully reserved these amounts. Dainippon Sumitomo In November 2007, we entered into a license agreement with Dainippon Sumitomo Pharma Co., Ltd. (Dainippon) whereby it granted to us a non-exclusive, worldwide, royalty free license to patent rights under specific patents and patent applications for the development, manufacturing and marketing in the field of ophthalmology an injectable polymer tube implantable into an eye containing a mixture of a polymer and FAc (or derivative or pharmaceutically acceptable salt of FAc) with a polyvinyl alcohol or other polymer coating or layer at each end of the tube. In addition, Dainippon granted to us an option to acquire a non-exclusive, worldwide license to patent rights and know-how related to specific patents and patent applications for the development, manufacturing and marketing of other pharmaceutical products in the field of ophthalmology. In exchange for the license and option granted to us by Dainippon, we paid $200,000 to Dainippon shortly after the execution of the license agreement, and we are expected to pay another $200,000 to Dainippon within thirty days following the first regulatory approval of the licensed product in the U.S. by the FDA. Dainippon may terminate the license agreement if we materially fail to fulfill or breach certain terms and conditions of the license agreement and fail to remedy such failure or breach within thirty days after receipt of notice from Dainippon. In addition, Dainippon may terminate the license agreement in the event that we contest the validity of the patent rights related to Dainippon’s specific patents and patent applications. In the event of termination of the license agreement by Dainippon, owing to our breach of the agreement or to our contesting the validity of Dainippon’s patent rights, we are still expected to make the payment described above. Government Regulation General Overview Government authorities in the U.S. and other countries extensively regulate among other things the research, development, testing, quality, efficacy, safety (pre- and post-marketing), manufacturing, labeling, storage, record-keeping, advertising, promotion, export, import, marketing and distribution of pharmaceutical products. U.S. In the U.S., the FDA, under the Federal Food, Drug, and Cosmetic Act (FD&C Act) and other federal and local statutes and regulations, subjects pharmaceutical products to review. If we do not comply with applicable regulations, the government may refuse to approve or place our clinical studies on clinical hold, refuse to approve our marketing applications, refuse to allow us to manufacture or market our products, seize our products, impose injunctions and monetary fines on us, and prosecute us for criminal offenses. To obtain approval of a new product from the FDA, we must, among other requirements, submit data supporting the safety and efficacy as well as detailed information on the manufacture and composition of the product and proposed labeling. The testing and collection of data and the preparation of the necessary applications are expensive and time consuming. The FDA may not act quickly or favorably in reviewing these applications, and we may encounter significant difficulties or costs in our efforts to obtain FDA approval that could delay or preclude us from marketing our products. The drug approval process in the U.S. generally involves the following: 14 • completion of preclinical laboratory and animal testing and formulation studies conducted under Good Laboratory Practices (GLP) regulations; Table of Contents Preclinical tests include laboratory evaluations of the active drug’s chemical and physical properties, product formulation and stability and animal studies to establish pharmacological effects and safety. The sponsor must submit the results of preclinical tests, chemistry, manufacturing and control (CMC) information and a clinical development plan including clinical protocol(s) in an IND. The sponsor cannot start clinical studies until the IND becomes effective which is 30 days after receipt by the FDA unless the FDA raises concerns or questions before expiration of the 30-day review period. In that case, the sponsor and the FDA must resolve the questions or concerns before clinical trials can proceed. Clinical trials involve the administration of the investigational drug to human subjects under the supervision of qualified investigators. They are typically conducted in three sequential phases but the phases may overlap or be combined. Each trial must be reviewed and approved by an independent Institutional Review Board before it can begin. Phase 1 trials usually involve the initial introduction of the investigational drug in a small number of human subjects to evaluate the product’s safety, dosage tolerance and pharmacodynamics and if possible, to gain an early indication of its effectiveness. Phase 2 trials are usually conducted in a limited patient population to evaluate dosage tolerance and appropriate dosage; identify possible adverse effects and safety risks; and preliminarily evaluate the efficacy of the drug for specific indications. Phase 3 trials further evaluate clinical efficacy and test further for safety in an expanded patient population at geographically dispersed test sites. Completion of two adequate and well-controlled Phase 3 studies with results that replicate each other is the norm before an application is submitted to the FDA. The FDA closely monitors the progress of each phase of clinical testing and may, at its discretion, reevaluate, alter, suspend or terminate testing based on data accumulated to that point and its assessment of the risk/benefit relationship to the patient. Total time required for running the clinical studies varies between two and ten years. Additional clinical testing may be required for special classes of patients, e.g., geriatric patients, pediatric patients, patients with renal impairment. Once all the clinical studies are completed, the sponsor submits a NDA containing the results of non-clinical and clinical trials, together with detailed CMC information for the product and proposed labeling. It is also important that the sponsor provide a detailed description and justify the risk/benefit relationship of the drug to the patient. Under the Prescription Drug User Fee Act (PDUFA), the applicant has to pay a user fee, which was $1.8 million in 2012, increasing to $2.0 million in 2013. The FDA conducts a preliminary review of the NDA and within 60 days will make a “fileability” decision. Once the submission is accepted for filing, the FDA conducts an in-depth review of the NDA. Under the PDUFA, the FDA has ten months and six months, respectively, in which to complete its review and issue an action letter for a Standard and Priority Review NDA. The review process may be extended by three months if the FDA requests additional information or the sponsor provides significant new information or clarification regarding information already provided in the submission within the last three months of the original PDUFA date. If the FDA’s evaluation of the NDA and audit/inspection of clinical and manufacturing procedures and facilities are favorable, the FDA may issue either an approval letter or CRL. A CRL is issued if the FDA determines that it will not approve the application in its present form. The CRL will describe all of the specific deficiencies the FDA has identified and when possible, the FDA will recommend actions that the applicant can take before the application may be approved. Upon receipt of a CRL, the applicant must take one of the following actions: 15 • submission of an Investigational New Drug Application (IND) which must become effective before human clinical trials may begin; • completion of adequate and well-controlled human clinical trials to establish the safety and efficacy of the investigational drug for its intended use; the studies must be conducted under Good Clinical Practices (GCP) regulations; • submission of a NDA or Biologics License Application (BLA); • satisfactory completion of an FDA inspection of the manufacturing facility or facilities where the product is produced to assess compliance with cGMP regulations; and • FDA review and approval of the NDA or BLA. • resubmit the NDA addressing all deficiencies identified in the CRL; • withdraw the NDA without prejudice to a subsequent submission; or Table of Contents Responses to the CRL can be classified as Class 1 or Class 2. Class 1 and Class 2 resubmissions have a two-month and a six-month review cycle, respectively, beginning on the date the FDA receives the resubmission. Examples of Class 1 resubmissions are: draft or final printed labeling, safety update, stability update, proposals for mandatory post-marketing commitments, assay validation data, minor re-analysis of previously submitted data and minor clarifications. A Class 2 resubmission is for any item not specified as a Class 1 item including any item that would require presentation to an Advisory Committee. Within one year after receipt of the CRL, the applicant is required to take one of the actions cited above. If the applicant does not take one of these actions, the FDA will consider the lack of response as a request to withdraw the NDA. The applicant can also request an extension of time to resubmit the NDA. A resubmission must fully address all the deficiencies cited. A partial response to the CRL will not be processed as a resubmission and will not start a new review cycle. Other Regulatory Requirements Risk Evaluation and Mitigation Strategy (REMS). The Food and Drug Administration Amendments Act of 2007 (FDAAA), gives the FDA authority to require a drug-specific REMS to ensure the safe use of the drug. In determining whether a REMS is necessary, the FDA must consider the size of the population most likely to use the drug, the seriousness of the disease or condition to be treated, the expected benefit of the drug, the duration of treatment, the seriousness of known or potential adverse events and whether or not the drug is a new chemical entity. If the FDA determines a REMS is necessary, the sponsor must propose the REMS plan at the time of approval. A REMS may be required to include various elements, such as a medication guide or patient package insert, a communication plan to educate health providers of the drug’s risks, a limitation on who may prescribe or dispense the drug or other measures that the FDA deems necessary to assure safe use of the drug. The FDAAA also expands the FDA’s authority to require post-approval studies and clinical trials if the FDA, after drug approval, deems it appropriate. The purpose of such studies would be to assess a known serious risk or signals of a serious risk related to the drug or to identify an unexpected serious risk when available data indicate the potential for a serious risk. The FDA may also require a labeling change if it becomes aware of new safety information that it believes should be included in the labeling of a drug. Post-Marketing Requirements. There are post-marketing safety surveillance requirements that are required to be met to continue marketing an approved product. Adverse experiences with the product must be reported to the FDA and could result in imposition of market restrictions through labeling changes or in product removal. Product approvals may be withdrawn if compliance with regulatory requirements is not maintained or if problems concerning safety and/or efficacy of the product occur following approval. The FDA may also, in its discretion, require post-marketing testing and surveillance to monitor the effects of approved products or place conditions on any approvals that could restrict the commercial applications of these products. With respect to product advertising and promotion of marketed products, the FDA imposes a number of complex regulations which include, among others, standards for direct-to-consumer advertising, off-label promotions, industry-sponsored scientific and educational activities and Internet promotional activities. The FDA has very broad enforcement authority under the FD&C Act, and failure to abide by these regulations can result in penalties, including the issuance of warning letters directing the sponsor to correct deviations from FDA standards, a requirement that future advertising and promotional materials are pre-cleared by the FDA, and state and federal civil and criminal investigations and prosecutions. The manufacturing facility that produces our product must maintain compliance with cGMP and is subject to periodic inspections by the FDA. Failure to comply with statutory and regulatory requirements subjects a manufacturer to possible legal and regulatory action, including Warning Letters, seizure or recall of products, injunctions, consent decrees placing significant restrictions on or suspending manufacturing operations and civil and criminal penalties. In the initial CRL, the FDA notified us that the methods used in and the facilities and controls used for the manufacturing, processing, packing, or holding of the drug product at two of our manufacturers did not comply with cGMPs during pre-approval inspections. Both of these manufacturers have received confirmation from the FDA that the deficiencies have been resolved and that their respective facilities are acceptable. 16 • request an opportunity for a hearing on the question of whether there are grounds for denying approval of the NDA. Within 60 days of the date of request, or within a different time period to which the applicant and the FDA agree, the FDA will either approve the NDA or refuse to approve the NDA. If the FDA refuses to approve the NDA, it will give the applicant a written notice of an opportunity for a hearing on the question of whether there are grounds for denying approval of the NDA. Table of Contents Foreign Regulations Foreign regulatory systems, although varying from country to country, include risks similar to those associated with FDA regulations in the U.S. Under the EU regulatory system, applications for drug approval may be submitted either in a centralized or decentralized procedure. Under the centralized procedure, a single application to the EMA, if approved, would permit marketing of the product throughout the EU (currently 27 member states). The centralized procedure is mandatory for new chemical entities, biotech and orphan drug products and products to treat AIDS, cancer, diabetes and neuro-degenerative disorder, auto-immune diseases, other immune dysfunctions and viral diseases. Products that constitute a significant therapeutic, scientific or technical innovation or which are in the interests of patients in the EU may also be submitted under this procedure. We believe ILUVIEN would have potentially qualified for this procedure as a product that constitutes a significant therapeutic, scientific or technical innovation. However, we chose to pursue the decentralized procedure in the United Kingdom, Austria, France, Germany, Italy, Portugal and Spain due to our limited resources. The decentralized procedure provides for applications to be submitted for marketing authorization in a select number of EU countries. The process is managed by a central Reference Member State (RMS) that coordinates the review process with the Concerned Member States. Based on our analysis of the data through month 24 of the FAME Study, in July 2010, we submitted a data package regarding the efficacy and safety of ILUVIEN to the applicable regulatory authorities in the United Kingdom, Austria, France, Germany, Italy, Portugal and Spain with the United Kingdom acting as the RMS. In November 2010, we received a PAR from the RMS regarding our registration filings. The primary concerns expressed in the PAR centered on the benefits of ILUVIEN in treating DME patients versus the risk of its side effects. Upon further analysis of our FAME Study data through its final readout at month 36, we determined that a pre-planned subgroup of chronic DME patients demonstrated a greater benefit to risk profile than the full population dataset in our original filings. In July 2011, we submitted a draft response to the PAR to the MHRA, the regulatory body in the RMS, including additional safety and efficacy data through the final readout at month 36 of the FAME Study with an emphasis on the chronic DME subgroup. After meetings and discussions with the MHRA, we finalized and submitted our response to the PAR to the MHRA in November 2011. In February 2012, we received a FAR from the MHRA indicating that the United Kingdom, Austria, France, Germany, Italy, Portugal and Spain had reached a consensus that ILUVIEN was approvable and that the decentralized procedure was complete. Upon receipt of the FAR, we entered the national phase with each of these seven countries and received marketing authorization in Austria, the United Kingdom, Portugal, France, Germany and Spain. During the national phase labeling in each country’s local language is finalized. As part of the approval process in these countries, we have committed to conduct a five-year, post-authorization, open label registry study of ILUVIEN in patients treated per the labeled indication. A mutual recognition procedure of nationally approved decisions is available to pursue marketing authorizations for ILUVIEN in the remaining EU countries once marketing authorization has been received in any EU country. Under the mutual recognition procedure, the holders of national marketing authorization in one of the countries within the EU may submit further applications to other countries within the EU, who will be requested to recognize the original authorization based on the FAR provided by the RMS. Third-party reimbursement and pricing controls In the EU, U.S. and elsewhere, sales of pharmaceutical products depend in significant part on the availability of reimbursement to the consumer from third-party payers, such as government and private insurance plans. Third-party payers are increasingly challenging the prices charged for medical products and services. In the U.S., following regulatory approval, if any, it will be time consuming and expensive for us to go through the process of seeking reimbursement from Medicare and private payers. Our products may not be considered cost-effective, and coverage and reimbursement may not be available or sufficient to allow us or our partners to sell our products on a competitive or profitable basis. The passage of the Medicare Prescription Drug and Modernization Act of 2003 imposes new requirements for the distribution and pricing of prescription drugs which may affect the marketing of our products. In many foreign markets, including the countries in the EU, pricing of pharmaceutical products is subject to governmental control. In the U.S., there have been, and we expect that there will continue to be, a number of federal and state proposals to implement similar governmental pricing control. While we cannot predict whether such legislative or regulatory proposals will be adopted, the adoption of such proposals could have a material adverse effect on our business, financial condition and profitability. Patents and Proprietary Rights Our success depends in part on our ability to obtain and maintain proprietary protection for our product candidates, technology and know-how, to operate without infringing on the proprietary rights of others and to prevent others from 17 Table of Contents infringing our proprietary rights. Because all of our product candidates are licensed to us by third-party collaborators, we are dependent on our collaborators’ ability to obtain and maintain such protection. Where we have conducted our own research, our policy is to seek to protect our proprietary position by, among other methods, filing U.S. and foreign patent applications related to our proprietary technology, inventions and improvements that are important to the development of our business. We also rely on trade secrets, know-how, continuing technological innovation and in-licensing opportunities to develop and maintain our proprietary position. As of December 31, 2012, we owned or have licensed four U.S. utility patents, one U.S. design patent and five U.S. patent applications as well as numerous foreign counterparts to many of these patents and patent applications relating to ILUVIEN or the ILUVIEN applicator. As of December 31, 2012, we also owned one allowed or issued U.S. utility patent relating to reduced incidence of intraocular pressure lowering surgery a year or more after treatment with ILUVIEN with corresponding applications in a number of other jurisdictions. In March 2013, we received notice that our pending non-provisional U.S. utility patent would issue. We licensed one European patent from pSivida directed to our low-dose device and have an application pending directed to an applicator system for ILUVIEN. We licensed our patent rights relating to ILUVIEN from pSivida. Pursuant to our agreement with pSivida, we only have the right to our ILUVIEN-related patent rights for diseases of the human eye (other than uveitis). Our licensed patent portfolio includes U.S. patents (with no currently pending or issued corresponding European applications or patents) with claims directed to methods for administering a corticosteroid with an implantable sustained delivery device to deliver the corticosteroid to the vitreous of the eye wherein aqueous corticosteroid concentration is less than vitreous corticosteroid concentration during release, with no currently pending or issued corresponding European applications or patents. Our licensed patent portfolio also includes a U.S. patent and a pending U.S. patent application directed to our high-dose ILUVIEN insert. U.S. utility patents generally have a term of 20 years from the date of filing. The utility patent rights relating to ILUVIEN licensed to us from pSivida include three U.S. patents that expire between March 2019 and July 2031 and counterpart filings to these patents in a number of other jurisdictions. A single European patent is licensed to us from pSivida directed to our low-dose device that expires in April of 2021. No patent term extension will be available for any of these U.S. patents or any of our licensed U.S. pending patent applications. The patent positions of companies like ours are generally uncertain and involve complex legal and factual questions. Our ability to maintain and solidify our proprietary position for our technology will depend on our success in obtaining effective claims and enforcing those claims once granted. We do not know whether any of our patent applications or those patent applications that we license will result in the issuance of any patents. Our issued patents and those that may issue in the future, or those licensed to us, may be challenged, invalidated or circumvented, which could limit our ability to stop competitors from marketing related products or the length of term of patent protection that we may have for our products. In addition, the rights granted under any issued patents may not provide us with proprietary protection or competitive advantages against competitors with similar technology. Furthermore, our competitors may independently develop similar technologies or duplicate any technology developed by us. Because of the extensive time required for development, testing and regulatory review of a potential product, it is possible that, before such product can be commercialized, any related patent may expire or remain in force for only a short period following commercialization, thereby reducing any advantage of the patent. We may rely, in some circumstances, on trade secrets to protect our technology. However, trade secrets are difficult to protect. We seek to protect our proprietary technology and processes, in part, by confidentiality agreements with our employees, consultants, scientific advisors and other contractors. These agreements may be breached, and we may not have adequate remedies for any breach. In addition, our trade secrets may otherwise become known or be independently discovered by competitors. To the extent that our employees, consultants or contractors use intellectual property owned by others in their work for us, disputes may arise as to the rights in related or resulting know-how and inventions. Research and Development We have built a research and development organization that includes extensive expertise with ophthalmic products including the launch and management of Visudyne, a drug product sponsored by Novartis and the first pharmacological treatment indicated for patients with wet AMD. We operate cross-functionally and are led by an experienced research and development management team. We use rigorous project management techniques to assist us in making disciplined strategic research and development program decisions and to help limit the risk profile of our product pipeline. We also access relevant market information and key opinion leaders in creating target product profiles and, when appropriate, as we advance our programs to commercialization. We engage third parties to conduct portions of our preclinical research. In addition, we utilize multiple clinical sites to conduct our clinical trials; however we are not substantially dependent upon any one of these sites for our clinical trials nor do any of them conduct a major portion of our clinical trials. We invested $7.9 million and $7.1 million in research and development during the years ended December 31, 2012 and 2011, respectively. 18 Table of Contents Employees As of March 1, 2013, we had 25 employees, two of whom hold Ph.Ds and four of whom are employed by our wholly-owned subsidiary Alimera Sciences Limited. Nine of these employees are engaged in research, development and regulatory activities, and sixteen are engaged in administrative support, finance, information technology and sales and marketing activities. None of our employees is represented by a labor union and we consider our employee relations to be good. Corporate Information We are a Delaware corporation incorporated on June 4, 2003. Our principal executive office is located at 6120 Windward Parkway, Suite 290, Alpharetta, Georgia 30005 and our telephone number is (678) 990-5740. Our website address is www.alimerasciences.com. The information contained in, or that can be accessed through, our website is not part of this report and should not be considered part of this report. Available Information We file annual, quarterly, and current reports, proxy statements, and other documents with the Securities and Exchange Commission (SEC) under the Securities Exchange Act of 1934, as amended (the Exchange Act). The public may read and copy any materials that we file with the SEC at the SEC’s Public Reference Room at 100 F Street, NE, Washington, DC 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. Also, the SEC maintains an Internet website that contains reports, proxy and information statements, and other information regarding issuers, including us, that file electronically with the SEC. The public can obtain any documents that we file with the SEC at www.sec.gov. Copies of each of our filings with the SEC on Form 10-K, Form 10-Q and Form 8-K and all amendments to those reports, can be viewed and downloaded free of charge at our website, www.alimerasciences.com as soon as reasonably practicable after the reports and amendments are electronically filed with or furnished to the SEC. Our code of ethics, other corporate policies and procedures, and the charters of our Audit Committee, Compensation Committee and Nominating/Corporate Governance Committee are available through our website at www.alimerasciences.com. 19 Table of Contents ITEM 1A. RISK FACTORS Investing in our common stock involves risk. You should carefully consider the risks described below as well as all the other information in this report, including the consolidated financial statements and the related notes appearing at the end of this annual report on Form 10-K, before making an investment decision. The risks and uncertainties described below are not the only risks and uncertainties we face. Additional risks and uncertainties not presently known to us or that we currently deem immaterial also may impair our business operations. If any of the following risks actually occur, our business, results of operations and financial condition could suffer. In that event the trading price of our common stock could decline, and you may lose all or part of your investment. The risks discussed below also include forward-looking statements and our actual results may differ substantially from those discussed in these forward-looking statements. Risks Related to Our Dependence on ILUVIEN We are heavily dependent on the commercial success of our lead product candidate, ILUVIEN, which only recently received marketing authorizations in Austria, the United Kingdom, Portugal, France, Germany and Spain, and on the regulatory approval of ILUVIEN for the treatment of DME in the U.S. and other countries, which may never occur. We are a biopharmaceutical company with only one product available for commercial sale in a limited number of markets. As a result, our future success is currently dependent upon the commercial and regulatory success of ILUVIEN for the treatment of DME in Europe and the U.S. In February 2012, ILUVIEN received a positive outcome from the Decentralized Procedure (DCP) in Europe with the issuance of a Final Assessment Report (FAR) from the United Kingdom Medicines Healthcare products Regulatory Agency (MHRA) indicating that that it is approvable for commercial use to treat vision impairment associated with chronic DME considered insufficiently responsive to available therapies in the United Kingdom, Austria, France, Germany, Italy, Portugal and Spain. Following the issuance of the FAR from the MHRA, ILUVIEN received marketing authorization from governing regulatory bodies in Austria, the United Kingdom, Portugal, France, Germany and Spain. ILUVIEN has not yet received marketing authorization in Italy, however, and we cannot be certain when, or if, it will receive such authorization. ILUVIEN has not been approved by the FDA in the U.S. and may never receive such approval. The timing of the commercial launch of ILUVIEN in the EU countries is dependent upon each specific EU country’s pricing and reimbursement timelines, and we do not anticipate commercial sales of ILUVIEN until 2013, at the earliest. Because we do not currently have any product candidates available for sale or in clinical development other than ILUVIEN, our future success is dependent upon building a commercial operation in the EU to successfully commercialize ILUVIEN in the EU, and/or obtaining regulatory approval from the FDA to market ILUVIEN for the treatment of DME in the U.S., and if approved by the FDA, successfully commercializing ILUVIEN in the U.S. We anticipate that in the near term our ability to generate revenues will depend solely on our ability to successfully commercialize ILUVIEN on our own in Germany, the United Kingdom and France, the first three countries in which we intend to make ILUVIEN available for sale. If we do not successfully commercialize ILUVIEN in these countries or other countries in the EU or receive regulatory approval in the U.S. for ILUVIEN for the treatment of DME, our ability to generate revenue may be jeopardized and, consequently, our business may be seriously harmed. We may not succeed in our commercial efforts in the EU; we may not receive regulatory approval in the U.S. for ILUVIEN; and if we do receive regulatory approval in the U.S. for ILUVIEN, we may not be able to commercialize ILUVIEN successfully, all of which would have a material adverse effect on our business and prospects. In the near term, we may experience delays and unforeseen difficulties in the launch of ILUVIEN in one or more of the EU countries, including obtaining unfavorable pricing and/or reimbursement, which could negatively affect our stock price. We may continue to experience delays in obtaining regulatory approval in the U.S. for ILUVIEN, if it is approved at all, and our stock price may be negatively affected. In addition, we have incurred and expect to continue to incur significant expenses and to utilize a substantial portion of our cash resources as we prepare for the commercial launch of ILUVIEN in Germany, the United Kingdom and France, continue to pursue the approval of ILUVIEN in the U.S. and continue to grow our operational capabilities. This represents a significant investment in the commercial and regulatory success of ILUVIEN, which is uncertain. We may also fail to develop future product candidates for the reasons stated in “Risks Related to Our Business and Industry.” If this were to occur, we will continue to be dependent on the successful commercialization of ILUVIEN, our development costs may increase and our ability to generate revenue could be impaired. 20 Table of Contents Our revenue from sales of ILUVIEN in the EU countries in which it has received or been recommended for marketing authorization is dependent upon the pricing and reimbursement guidelines adopted in each of such countries, which levels may fall well below our current expectations. We have established list pricing or developed estimates of anticipated pricing in countries in which ILUVIEN has received or been recommended for marketing authorization. These estimates are our expectations, which are based upon the burden of DME, the lack of any approved therapies for chronic DME, our perception of the overall cost to benefit ratio of ILUVIEN and the current pricing in the EU of therapies to treat DME and other retinal diseases such as age related macular degeneration and retinal vein occlusion. However, due to numerous factors beyond our control, including efforts to provide for containment of health care costs, one or more EU countries may not support our estimated level of governmental pricing and reimbursement for ILUVIEN, particularly in light of the ongoing budget crises faced by a number of countries in the EU, which would negatively impact anticipated revenue from ILUVIEN in the EU. Expansion of our commercial infrastructure in the EU is a significant undertaking that requires substantial financial and managerial resources, and we may not be successful in our efforts. We may also encounter unexpected or unforeseen delays in establishing a commercial infrastructure in the EU, which may negatively impact our commercial efforts for ILUVIEN. We anticipate that in the near term our ability to generate revenues will depend solely on our ability to successfully commercialize ILUVIEN on our own in Germany, the United Kingdom and France, the first three countries in which we intend to make ILUVIEN available for sale. We currently plan to launch ILUVIEN in 2013. A commercial launch of this size is a significant undertaking that requires substantial financial and managerial resources. Although we have engaged Quintiles Commercial Europe Limited (together with its affiliates, Quintiles Commercial) to provide services to help facilitate the launch of ILUVIEN in the EU, expansion of our business into the EU will require significant management attention and additional financial resources. We may not be able to establish a commercial operation in a cost-effective manner or realize a positive return on this investment even with the assistance of Quintiles Commercial. In addition, we will have to compete with other pharmaceutical and biotechnology companies to recruit, hire, train and retain sales and marketing personnel. Factors that may inhibit our efforts to commercialize our products include: If we or Quintiles Commercial are not successful in recruiting sales and marketing personnel or in building a sales and marketing infrastructure or if we do not successfully enter into additional collaboration arrangements with third-parties, we will have difficulty commercializing ILUVIEN and our other product candidates, which would adversely affect our business, operating results and financial condition. Even with the assistance of Quintiles Commercial or other third-party collaborators, we may not be successful in establishing a commercial operation in the EU for numerous reasons, including, but not limited to, failing to attract, retain and motivate the necessary skilled personnel and failing to develop a successful marketing strategy. Failure to establish a commercial operation in the EU will have a negative outcome on our ability to commercialize ILUVIEN and generate revenue. Additionally, we, Quintiles Commercial and/or other third-party collaborators may encounter unexpected or unforeseen delays in establishing our commercial operations that delay the commercial launch in one or more EU countries in which ILUVIEN has received or been recommended for marketing authorization. These delays may increase the cost of and the resources required for successful commercialization of ILUVIEN in the EU. We do not have experience in a commercial launch of this size in the EU or elsewhere. 21 • our or Quintiles Commercial’s inability to recruit and retain adequate numbers of effective personnel; • the inability of sales personnel to obtain access to or persuade adequate numbers of ophthalmologists to prescribe our products; • the lack of complementary products to be offered by sales personnel, which may put us at a competitive disadvantage relative to companies with more extensive product lines; • • the inability of market access personnel to obtain sufficient levels of pricing and reimbursement in each jurisdiction; and • unforeseen costs and expenses associated with creating a commercial organization in the EU. Table of Contents ILUVIEN may not be commercially successful. Market acceptance of and demand for ILUVIEN will depend on many factors, including, but not limited to: Because we have not yet initiated the commercialization of ILUVIEN, we have limited information with regard to the market acceptance of ILUVIEN in the EU or elsewhere. As a result, we may have to revise our estimates regarding the acceptance of ILUVIEN under our anticipated pricing structure, reevaluate and/or change the anticipated pricing for ILUVIEN. The activities of competitive drug companies, or others, may limit ILUVIEN’s revenue potential or render it obsolete. Our commercial opportunities for ILUVIEN will be reduced or eliminated if our competitors develop or market products that: We expect that ILUVIEN may compete in the EU, and, if approved by the FDA, in the U.S., with other products that are being developed for the treatment of DME. There are no ophthalmic drug therapies other than Lucentis, a drug sponsored by Genentech, Inc., a wholly-owned member of the Roche Group, which has been approved by the FDA for the treatment of DME. Lucentis is also approved for the treatment of visual impairment due to DME in the EU. Lucentis is expected to provide competition for ILUVIEN. Retinal specialists are currently using laser photocoagulation and off-label therapies for the treatment of DME, and may continue to use these therapies in competition with ILUVIEN. Additional treatments for DME are in various stages of preclinical or clinical testing. Later stage products for the treatment of DME include Ozurdex, a drug sponsored by Allergan, Inc., and Eyelea, a drug sponsored by Regeneron Pharmaceuticals, Inc. and Bayer HealthCare. If approved, these treatments would also compete with ILUVIEN. Other laser, surgical or pharmaceutical treatments for DME may also compete against ILUVIEN. These competitive therapies may result in pricing pressure even if ILUVIEN is otherwise viewed as a preferable therapy. In addition, there are many pharmaceutical companies, biotechnology companies, public and private universities, government agencies and research organizations actively engaged in research and development of products, some of which 22 • cost of treatment; • pricing and availability of alternative products; • our ability to obtain third-party coverage or reimbursement for ILUVIEN; • perceived efficacy relative to other available therapies; • shifts in the medical community to new treatment paradigms or standards of care; • relative convenience and ease of administration; and • prevalence and severity of adverse side effects associated with treatment. • are more effective; • have fewer or less severe adverse side effects; • are better tolerated; • receive better reimbursement terms; • are more accepted by physicians; • are more adaptable to various modes of dosing; • have better distribution channels; • are easier to administer; or • are less expensive, including but not limited to a generic version of ILUVIEN. Table of Contents may target the same indications as our product candidates. Our competitors include larger, more established, fully integrated pharmaceutical companies and biotechnology companies that have substantially greater capital resources, existing competitive products, larger research and development staffs and facilities, greater experience in drug development and in obtaining regulatory approvals and greater marketing capabilities than we do. Failure to successfully manage our international operations could harm our business, operating results and financial condition. We have limited international commercialization experience and international operations require significant management attention and financial resources. In addition, there are many risks inherent in international business activities including, but not limited to: In addition, compliance with foreign and U.S. laws and regulations that are applicable to our international operations is complex and may increase our cost of doing business in international jurisdictions, and our international operations could expose us to fines and penalties if we fail to comply with these regulations. These laws and regulations include import and export requirements, U.S. laws such as the Foreign Corrupt Practices Act, and local laws prohibiting corrupt payments to governmental officials. Although we have implemented policies and procedures designed to help ensure compliance with these laws, there can be no assurance that our employees, partners and other persons with whom we do business will not take actions in violation of our policies or these laws. Any violations of these laws could subject us to civil or criminal penalties, including substantial fines or prohibitions on our ability to offer our products in one or more countries, and could also materially and adversely harm our business and financial condition. Risks Related to Our Business and Industry We have incurred operating losses in each year since our inception and expect to continue to incur substantial and increasing losses for the foreseeable future. We are not currently generating revenues and we cannot estimate with precision the extent of our future losses. ILUVIEN is our only product currently approved for commercial sale and it is only approved in limited markets in the EU. We may never generate revenue from selling products or achieve profitability. We expect to continue to incur substantial and increasing losses through the projected commercialization of ILUVIEN. We currently do not expect to generate revenue from the sale of ILUVIEN in the EU until 2013, at the earliest. ILUVIEN has not been approved for marketing in the U.S. and may never receive such approval. As a result of these factors, we are uncertain when or if we will achieve profitability and, if so, whether we will be able to sustain it. As of December 31, 2012, we have accumulated a deficit of $231.1 million. Our ability to achieve revenue and profitability is dependent on our ability to complete the development of our product candidates, obtain necessary regulatory approvals, and have our products manufactured and successfully marketed and sold. We cannot assure you that we will be profitable even if we successfully commercialize our products. Failure to become and remain profitable may adversely affect the market price of our common stock and our ability to raise capital and continue operations. 23 • extended collection timelines for accounts receivable and greater working capital requirements; • multiple legal systems and unexpected changes in legal requirements; • tariffs, export restrictions, trade barriers and other regulatory or contractual limitations on our ability to sell or develop our products in certain foreign markets; • trade laws and business practices favoring local competition; • potential tax issues, including restrictions on repatriating earnings, multiple and conflicting and complex tax laws and regulations; • weaker intellectual property protection in some countries; • political instability, including war and terrorism or the threat of war and terrorism; and • adverse economic conditions, including the stability and solvency of business financial markets, financial institutions and sovereign nations. Table of Contents As of December 31, 2012, we had approximately $49.6 million in cash and cash equivalents. If ILUVIEN does not generate sufficient revenue in the EU, we may adjust our commercial plans so that we can continue to operate with our existing cash resources or seek to raise additional financing. We face heavy government regulation, and regulatory approval of ILUVIEN and our other product candidates from the FDA and from similar entities in other countries is uncertain. The research, testing, manufacturing and marketing of drug products are subject to extensive regulation by U.S. federal, state and local government authorities, including the FDA and similar entities in other countries. To obtain regulatory approval of a product, we must demonstrate to the satisfaction of the regulatory agencies that, among other things, the product is safe and effective for its intended use. In addition, we must show that the manufacturing facilities used to produce the products are in compliance with current Good Manufacturing Practice (cGMP) regulations. The process of obtaining regulatory approvals and clearances in the U.S. and other jurisdictions where ILUVIEN is not approved will require us to expend substantial time and capital. Despite the time and expense incurred, regulatory approval is never guaranteed. The number of preclinical and clinical tests that will be required for regulatory approval varies depending on the drug candidate, the disease or condition for which the drug candidate is in development, the jurisdiction in which we are seeking approval and the regulations applicable to that particular drug candidate. Regulatory agencies, including those in the U.S., Canada, the EU and other countries where drugs are regulated, can delay, limit or deny approval of a drug candidate for many reasons, including that: The FDA may make requests or suggestions regarding conduct of our clinical trials, resulting in an increased risk of difficulties or delays in obtaining regulatory approval in the U.S. For example, the FDA may not approve of certain of our methods for analyzing our trial data, including how we evaluate the relationship between risk and benefit. Further, we may pursue approval of and market other product candidates, outside the U.S. and specifically in additional countries in the EU and Canada. Regulatory agencies within these countries will require that we obtain separate regulatory approvals and comply with numerous and varying regulatory requirements. The approval procedures within these countries can involve additional testing, and the time required to obtain approval may differ from that required to obtain FDA approval. Additionally, the foreign regulatory approval process may include all of the risks associated with obtaining FDA approval. For all of these reasons, we may not obtain additional foreign regulatory approvals on a timely basis, if at all. Approval by the FDA does not ensure approval by regulatory authorities in other countries or jurisdictions, and approval by one foreign regulatory authority does not ensure approval by regulatory authorities in other foreign countries or jurisdictions or by the FDA. ILUVIEN utilizes FAc, a corticosteroid that has demonstrated undesirable side effects in the eye; therefore, the success of ILUVIEN will be dependent upon the achievement of an appropriate relationship between the benefits of its efficacy and the risks of its side-effect profile. The use of corticosteroids in the eye has been associated with undesirable side effects, including increased incidence of cataract formation and elevated intraocular pressure (IOP), which may increase the risk of glaucoma. We have 36 months of clinical data from our FAME Study, but the extent of ILUVIEN’s long-term side-effect profile beyond month 36 is not yet known. We have agreed with EU regulatory authorities to conduct a five-year post-authorization, open label registry study of the safety of ILUVIEN in 800 patients treated per the labeled indication. Although ILUVIEN has received marketing authorization in Austria, the United Kingdom, Portugal, France, Germany and Spain, and been recommended for marketing authorization in Italy, the FDA’s current position is that our FAME Study did not demonstrate that ILUVIEN has sufficient levels of efficacy to outweigh the risks associated with its side-effect profile. In the event the FDA maintains this conclusion, ILUVIEN may not receive regulatory approval from the FDA. If other regulatory bodies adopt a conclusion similar to the FDA’s we may not receive approval in any other jurisdiction. Additionally, data accumulated from the five-year post- 24 • a drug candidate may not be safe or effective; • regulatory agencies may interpret data from preclinical and clinical testing in different ways from those which we do; • they may not approve of our manufacturing processes; • they may conclude that the drug candidate does not meet quality standards for stability, quality, purity and potency; and • they may change their approval policies or adopt new regulations. Table of Contents authorization study, or other commercial experience, could result in the withdraw of ILUVIEN approval in one or more jurisdictions. Even if we do receive additional regulatory approvals for ILUVIEN, the FDA or other regulatory agencies may impose limitations on the indicated uses for which ILUVIEN may be marketed, subsequently withdraw approval or take other actions against us or ILUVIEN that would be adverse to our business. Regulatory agencies generally approve products for particular indications. If any such regulatory agency approves ILUVIEN for a limited indication, the size of our potential market for ILUVIEN will be reduced. For example, our potential market for ILUVIEN in the U.S. would be reduced if the FDA limited the indications of use to patients diagnosed with only clinically significant DME as opposed to DME, or restricted its use to patients exhibiting IOP below a certain level or having an artificial lens at the time of treatment. ILUVIEN has received marketing authorization in Austria, the United Kingdom, Portugal, France, Germany and Spain, and been recommended for marketing authorization in Italy for the treatment of vision impairment associated with chronic DME considered insufficiently responsive to available therapies which may limit the use of ILUVIEN to a segment of the DME population. Product approvals, once granted, may be withdrawn if problems occur after initial marketing. The marketing, distribution and manufacture of ILUVIEN in the EU, and if approved in the U.S. or elsewhere, will be subject to regulation. We will need to comply with facility registration and product listing requirements of the FDA and similar entities in other countries and adhere to the FDA’s Quality System Regulations. Noncompliance with applicable FDA and similar entities’ requirements can result in warning letters, fines, injunctions, civil penalties, recall or seizure of ILUVIEN, total or partial suspension of production, refusal of regulatory agencies to grant approvals, withdrawal of approvals by regulatory agencies or criminal prosecution. We would also need to maintain compliance with federal, state and foreign laws regarding sales incentives, referrals and other programs. Our product candidates may never achieve market acceptance even if we obtain regulatory approvals. Even if we receive regulatory approvals for the sale of our product candidates, the commercial success of these products will depend, among other things, on their acceptance by retinal specialists, patients, third-party payers and other members of the medical community as a therapeutic and cost-effective alternative to competing products and treatments. The degree of market acceptance of any of our product candidates will depend on a number of factors, including, among other things: If our product candidates fail to gain market acceptance, we may be unable to earn sufficient revenue to continue our business. If our product candidates are not accepted by retinal specialists, patients, third-party payers and other members of the medical community, it is unlikely that we will ever become profitable. Our ability to pursue the development and commercialization of ILUVIEN depends upon the continuation of our license from pSivida US, Inc. Our license rights to pSivida US, Inc.’s (pSivida) proprietary delivery device could revert to pSivida if we (i) fail twice to cure our breach of an obligation to make certain payments to pSivida following receipt of written notice thereof; (ii) fail to cure other breaches of material terms of our agreement with pSivida within 30 days after notice of such breaches or such longer period (up to 90 days) as may be reasonably necessary if the breach cannot be cured within such 30-day period; (iii) file for protection under the bankruptcy laws, make an assignment for the benefit of creditors, appoint or suffer appointment of a receiver or trustee over our property, file a petition under any bankruptcy or insolvency act or have any such petition filed against us and such proceeding remains undismissed or unstayed for a period of more than 60 days; or (iv) notify pSivida in writing of our decision to abandon our license with respect to a certain product using pSivida’s proprietary delivery device. If our agreement with pSivida were terminated, we would lose our rights to develop and commercialize ILUVIEN, which would materially and adversely affect our business, results of operations and future prospects. 25 • the demonstration of its safety and efficacy; • its cost-effectiveness; • its potential advantages over other therapies; • the reimbursement policies of government and third-party payers with respect to the product candidate; and • the effectiveness of our marketing and distribution capabilities. Table of Contents We will rely on a single manufacturer for ILUVIEN, a single manufacturer for the ILUVIEN applicator and a single active pharmaceutical ingredient manufacturer for ILUVIEN’s active pharmaceutical ingredient. Our business would be seriously harmed if any of these third-parties are not able to satisfy our demand and alternative sources are not available. We do not have, nor currently intend to have, in-house manufacturing capability and will depend completely on a single third-party manufacturer for the manufacture of the ILUVIEN insert (Alliance Medical Products, Inc. (Alliance)), a single third-party manufacturer for the manufacture of the ILUVIEN applicator (Flextronics International, Ltd. or an affiliate of Flextronics International, Ltd. (Flextronics)), a single third-party manufacturer for the manufacture of ILUVIEN’s active pharmaceutical ingredient (FARMABIOS SpA./Byron Chemical Company Inc. (FARMABIOS)) and a single third-party manufacturer for the quality release testing of ILUVIEN in the EU (Brecon Pharmaceuticals Limited (Brecon)). Although we have agreements for the manufacture of the ILUVIEN insert (with Alliance), the manufacture of the ILUVIEN applicator (with Flextronics)for the supply of ILUVIEN’s active pharmaceutical ingredient (with FARMABIOS) and for the quality release testing of ILUVIEN in the EU (with Brecon), if any of the third-party manufacturers breach their agreements or are unable or unwilling to perform for any reason, we may not be able to locate alternative acceptable manufacturers, enter into favorable agreements with them or get them approved by the applicable regulatory authorities, such as the FDA in the U.S., in a timely manner. Further, all of our manufacturers rely on additional third-parties for the manufacture of component parts. Any inability to acquire sufficient quantities of ILUVIEN inserts, the ILUVIEN applicator or the active pharmaceutical ingredient in a timely manner from these third-parties could delay commercial production of, and impact our ability to fulfill demand for, ILUVIEN, if any. Materials necessary to manufacture ILUVIEN may not be available on commercially reasonable terms, or at all, which may delay the development, regulatory approval and commercialization of ILUVIEN. We will rely on our manufacturers to purchase materials from third-party suppliers necessary to produce ILUVIEN. Suppliers may not sell these materials to our manufacturers at the times we need them or on commercially reasonable terms. We do not have any control over the process or timing of the acquisition of these materials by our manufacturers. If our manufacturers are unable to obtain these materials the commercial launch of ILUVIEN would be delayed or there would be a shortage in supply, which would materially affect our ability to generate revenues from the sale of ILUVIEN. Moreover, although we have entered into agreements for the commercial production of the ILUVIEN insert, the commercial production of the ILUVIEN applicator, and the supply of the active pharmaceutical ingredient in ILUVIEN, the suppliers may be unable or choose not to supply us in a timely manner or in the minimum guaranteed quantities. If we are unable to obtain these supplies, our ability to manufacture ILUVIEN for commercial sale would be delayed, significantly impacting our ability to generate revenue from the sale of ILUVIEN. The manufacture and packaging of pharmaceutical product candidates such as ILUVIEN are subject to the requirements of the FDA and similar foreign regulatory entities. If we or our third-party manufacturers fail to satisfy these requirements, our product development and commercialization efforts may be materially harmed. The manufacture and packaging of pharmaceutical product candidates such as ILUVIEN and our future product candidates are regulated by the FDA and similar foreign regulatory agencies and must be conducted in accordance with the FDA’s cGMP and comparable requirements of foreign regulatory agencies. There are a limited number of manufacturers that operate under these cGMP regulations which are both capable of manufacturing ILUVIEN and willing to do so. Failure by us or our third-party manufacturers to comply with applicable regulations, requirements, or guidelines could result in sanctions being imposed on us, including fines, injunctions, civil penalties, failure of regulatory authorities to grant marketing approval of our product candidates, delays, suspension or withdrawal of approvals, license revocation, seizures or recalls of product, operating restrictions and criminal prosecutions, any of which could significantly and adversely affect our business. If our manufacturers fail to maintain compliance, the production of ILUVIEN could be interrupted, resulting in delays and additional costs. Any significant delays in the manufacture of ILUVIEN could materially harm our business and prospects. Changes in the manufacturing process or procedure, including a change in the location where the product is manufactured or a change of a third-party manufacturer, will require prior FDA review and/or approval of the manufacturing process and procedures in accordance with the FDA’s cGMP regulations. There are comparable foreign requirements as well. This review may be costly and time consuming and could delay or prevent the launch of a product. If we elect to manufacture products in our own facility or at the facility of another third-party, we would need to ensure that the new facility and the manufacturing process are in substantial compliance with cGMP and comparable foreign regulations. The new facility will also be subject to pre-approval inspection. In addition, we have to demonstrate that the product made at the new facility is equivalent to the product made at the former facility by physical and chemical methods, which are costly and time consuming. It is also possible that the FDA or a foreign regulatory agency may require clinical testing as a way to prove equivalency, which would result in additional costs and delay. 26 Table of Contents Furthermore, in order to obtain approval of our product candidates by the FDA and foreign regulatory agencies, we need to complete testing on both the active pharmaceutical ingredient and on the finished product in the packaging that we propose for commercial sales. This includes testing of stability, identification of impurities and testing of other product specifications by validated test methods. In addition, we will be required to consistently produce in commercial quantities and of specified quality in a reproducible manner and document our ability to do so. This requirement is referred to as process validation. With respect to ILUVIEN, although we have validated the manufacturing process at our anticipated commercial scale batch size, some of the steps in the manufacturing processes will need to be revalidated if we choose to begin to manufacture larger commercial scale batches, including in connection with our anticipated commercial launch in the EU. If the required testing or process validation is delayed or produces unfavorable results, we may not be able to increase the commercial scale batch, which may impact our ability to fulfill demand for the product. The FDA and similar foreign regulatory agencies may also implement new standards, or change their interpretation and enforcement of existing standards and requirements, for the manufacture, packaging, or testing of products at any time. If we are unable to comply, we may be subject to regulatory or civil actions or penalties that could significantly and adversely affect our business. Any failure or delay in completing clinical trials for our product candidates could severely harm our business. Preclinical studies and clinical trials required to demonstrate the safety and efficacy of our product candidates are time consuming and expensive and together take several years to complete. The completion of clinical trials for our product candidates may be delayed by many factors, including: If we fail to successfully complete our clinical trials for any of our product candidates, we may not receive the regulatory approvals needed to market those product candidates. Therefore, any failure or delay in commencing or completing these clinical trials would harm our business materially. In addition, a clinical trial may be suspended or terminated by us, the FDA or other regulatory authorities due to a number of factors, including: If we are required to conduct additional clinical trials or other studies with respect to any of our product candidates beyond those that we initially contemplated, if we are unable to successfully complete our clinical trials or other studies or if the results of these trials or studies are not positive or are only modestly positive, we may be delayed in obtaining marketing approval for those product candidates, we may not be able to obtain marketing approval or we may obtain approval for indications that are not as broad as intended. Our product development costs will also increase if we experience delays in testing or approvals. Significant clinical trial delays could allow our competitors to bring products to market before we do and 27 • our inability to manufacture or obtain from third-parties materials sufficient for use in preclinical studies and clinical trials; • delays in patient enrollment and variability in the number and types of patients available for clinical trials; • difficulty in maintaining contact with patients after treatment, resulting in incomplete data; • poor effectiveness of product candidates during clinical trials; • unforeseen safety issues or side effects; and • governmental or regulatory delays and changes in regulatory requirements and guidelines. • failure to conduct the clinical trial in accordance with regulatory requirements or our clinical protocols; • inspection of the clinical trial operations or trial sites by the FDA or other regulatory authorities resulting in the imposition of a clinical hold; • unforeseen safety issues or any determination that a trial presents unacceptable health risks; and • lack of adequate funding to continue the clinical trial, including the incurrence of unforeseen costs due to enrollment delays, requirements to conduct additional trials and studies and increased expenses associated with the services of our contract research organizations, and other third parties. Table of Contents impair our ability to commercialize our products or potential products. If any of this occurs, our business will be materially harmed. In order to establish our sales and marketing infrastructure, we will need to grow the size of our organization, and we may experience difficulties in managing this growth. As of December 31, 2012, we had 23 employees, 21 of whom were located in the U.S. and two of whom were located in the United Kingdom, where our EU operations are based. In January 2013 and March 2013, we added two additional employees to the management team for our EU operations. Recognizing that we would need resources beyond this core management team to commercialize ILUVIEN on our own in the EU, in November 2012 we entered into a master services agreement with Quintiles Commercial in November 2012 to provide additional personnel for our planned launch of ILUVIEN, and subsequent operations, in Germany, the United Kingdom and France. Under this agreement and its related project orders, Quintiles Commercial currently employs 16 persons fully dedicated to Alimera and expects this number to grow to 25 by December 2013. Quintiles Commercial also employs 20 persons partially dedicated to Alimera in Germany, the United Kingdom and France. While these individuals are employed by Quintiles Commercial, and are not employed directly by us, we will not be able to operate effectively unless we integrate them into our organization, which may be difficult. As our development and commercialization plans and strategies evolve beyond our initial planned launch, we will need to further expand the size of our organization by recruiting additional managerial, operational, sales, marketing, financial and other personnel, who may be hired directly by us or through Quintiles Commercial or other similar organizations. This future growth will impose significant added responsibilities on members of management, including the need to identify, recruit, maintain, motivate and integrate additional personnel. Also, our management may have to divert a disproportionate amount of its attention away from our day-to-day activities and devote a substantial amount of time to managing these growth activities. Our future financial performance and our ability to commercialize ILUVIEN and our other product candidates and compete effectively will depend, in part, on our ability to effectively manage any such future growth and related costs. We may not be able to effectively manage a rapid pace of growth and timely implement improvements to our management infrastructure and control systems. ILUVIEN and our other potential products may not be commercially viable if we fail to obtain an adequate level of reimbursement for these products from governments, private insurers, the Medicare program and other third-party payers. The market for our products may also be limited by the indications for which their use or frequency of administration may be reimbursed. The availability and levels of reimbursement by governmental and other third-party payers affect the market for products such as ILUVIEN and others that we may develop. These third-party payers continually attempt to contain or reduce the costs of health care by challenging the prices charged for medical products and services. In the United Kingdom, Austria, France, Germany, Italy, Portugal and Spain, as well as many other foreign countries, the pricing of prescription pharmaceuticals is subject to governmental control. In the EU, each country has a different reviewing body that evaluates reimbursement dossiers submitted by marketing authorization holders of new drugs and then makes recommendations as to whether or not the drug should be reimbursed. In these countries, pricing negotiations with governmental authorities can take 12 months or longer after the receipt of regulatory approval, or delay regulatory approval. To obtain reimbursement or pricing approval in some countries, we may be required to conduct a clinical trial that compares the cost-effectiveness of our products, including ILUVIEN, to other available therapies. Limitations on reimbursement could be imposed at the national, regional or local level or by fiscal intermediaries in each country. Our business could be materially adversely affected if such limitations were imposed. Our business also could be adversely affected if retinal specialists are not reimbursed for the cost of the procedure in which they administer ILUVIEN on a basis satisfactory to the administering retinal specialists. In the U.S., in the event that ILUVIEN is approved, we will need to obtain approvals for payment for ILUVIEN from private insurers, including managed care organizations, and from the Medicare program. In recent years, through legislative and regulatory actions, the federal government has made substantial changes to various payment systems under the Medicare program. Comprehensive reforms to the U.S. healthcare system were recently enacted, including changes to the methods for, and amounts of, Medicare reimbursement. These reforms could significantly reduce payments from Medicare and Medicaid over the next ten years. Reforms or other changes to these payment systems, including modifications to the conditions on qualification for payment, bundling of payments or the imposition of enrollment limitations on new providers, may change the availability, methods and rates of reimbursements from Medicare, private insurers and other third-party payers for ILUVIEN and our other potential products. Some of these changes and proposed changes could result in reduced reimbursement rates for ILUVIEN and our other potential products, which would adversely affect our business strategy, operations and financial results. 28 Table of Contents We expect that private insurers will consider the efficacy, cost effectiveness and safety of ILUVIEN in determining whether to approve reimbursement for ILUVIEN and at what level. Obtaining these approvals can be a time consuming and expensive process. Our business would be materially adversely affected if we do not receive approval for reimbursement of ILUVIEN from private insurers on a timely or satisfactory basis. Although drugs that are not self-administered are covered by Medicare, the Medicare program has taken the position that it can decide not to cover particular drugs if it determines that they are not “reasonable and necessary” for Medicare beneficiaries. Limitations on coverage could also be imposed at the local Medicare carrier level or by fiscal intermediaries. Our business could be materially adversely affected if the Medicare program, local Medicare carriers or fiscal intermediaries were to make such a determination and deny or limit the reimbursement of ILUVIEN. Our business also could be adversely affected if retinal specialists are not reimbursed by Medicare for the cost of the procedure in which they administer ILUVIEN on a basis satisfactory to the administering retinal specialists. If the local contractors that administer the Medicare program are slow to reimburse retinal specialists for ILUVIEN, the retinal specialists may pay us more slowly, which would adversely affect our working capital requirements. Our business could also be adversely affected if governments, private insurers, the Medicare program or other reimbursing bodies or payers limit the indications for which ILUVIEN will be reimbursed to a smaller set than we believe it is effective in treating or establish a limitation on the frequency with which ILUVIEN may be administered that is less often than we believe would be effective. We expect to experience pricing pressures in connection with the sale of ILUVIEN and our future products due to the potential healthcare reforms discussed above, as well as the trend toward programs aimed at reducing health care costs, the increasing influence of health maintenance organizations and additional legislative proposals, and the economic health of companies. If reimbursement for our products is unavailable, limited in scope or amount, or if pricing is set at unsatisfactory levels, our business could be materially harmed. We face substantial competition, which may result in others discovering, developing or commercializing products before or more successfully than we do. The development and commercialization of new drugs is highly competitive and the commercial success of ILUVIEN will depend on several factors, including, but not limited to, its efficacy and side effect profile, authorization for reimbursement by foreign regulatory bodies, private insurers and Medicare, acceptance of pricing, the development of our sales and marketing organization, an adequate payment to physicians for the insertion procedure and our ability to differentiate ILUVIEN from our competitors’ products. We will face competition from major pharmaceutical companies, specialty pharmaceutical companies and biotechnology companies worldwide with respect to ILUVIEN and to any products that we may develop or commercialize in the future. Our competitors may develop products or other novel technologies that are more effective, safer or less costly than any that we are developing. Our competitors may also obtain FDA or other regulatory approval for their products more rapidly than we may obtain approval for ours. The active pharmaceutical ingredient in ILUVIEN is FAc, which is not protected by currently valid patents. As a result, our competitors could develop an alternative formulation or delivery mechanisms to treat diseases of the eye with FAc. We do not have the right to develop and sell pSivida’s proprietary delivery device for indications for diseases outside of the eye or for the treatment of uveitis. Further, our agreement with pSivida permits pSivida to grant to any other party the right to use its intellectual property (i) to treat DME through an incision smaller than that required for a 25-gauge needle, unless using a corticosteroid delivered to the back of the eye, (ii) to deliver any compound outside the back of the eye unless it is to treat DME through an incision required for a 25-gauge or larger needle, or (iii) to deliver non-corticosteroids to the back of the eye, unless it is to treat DME through an incision required for a 25-gauge or larger needle. Many of our competitors have substantially greater financial, technical and human resources than we have. Additional mergers and acquisitions in the pharmaceutical and biotechnology industries may result in even more resources being concentrated by our competitors. Competition may increase further as a result of advances made in the commercial applicability of technologies and greater availability of capital for investment in these fields. Other than the master services agreement entered into with Quintiles Commercial in November 2012, we currently do not have any collaboration agreements with third-parties. We expect to depend on collaborations to develop and commercialize our products. If we are unable to identify or enter into an agreement with any material third-party collaborator, if our collaborations with any such third-party are not scientifically or commercially successful or if our agreement with any such third-party is terminated or allowed to expire, we could be adversely affected financially or our business reputation could be harmed. Our business strategy includes entering into collaborations with corporate and academic collaborators for the research, development and commercialization of additional product candidates. Other than the master services agreement entered into 29 Table of Contents with Quintiles Commercial in November 2012, we currently do not have any collaboration agreements with third-parties. Areas in which we may potentially entering into third-party collaboration arrangements include joint sales and marketing arrangements for sales and marketing of ILUVIEN in certain EU countries and elsewhere outside of North America, and future product development arrangements. If we are unable to identify or enter into an agreement with any material third-party collaborator we could be adversely affected financially or our business reputation could be harmed. Any arrangements we do enter into may not be scientifically or commercially successful. The termination of any of these arrangements might adversely affect our ability to develop, commercialize and market our products. The success of our collaboration arrangements will depend heavily on the efforts and activities of our collaborators. Our collaborators will have significant discretion in determining the efforts and resources that they will apply to these collaborations. We expect that the risks which we face in connection with these future collaborations will include the following: Collaborations with pharmaceutical companies and other third-parties often are terminated or allowed to expire by the other party. With respect to our future collaborations, any such termination or expiration could adversely affect us financially as well as harm our business reputation. We may not be successful in our efforts to expand our portfolio of products. A key element of our strategy is to commercialize a portfolio of new ophthalmic drugs in addition to ILUVIEN. We are seeking to do so through our internal research programs and through licensing or otherwise acquiring the rights to potential new drugs and drug targets for the treatment of ophthalmic disease. A significant portion of the research that we are conducting involves new and unproven technologies. Research programs to identify new disease targets and product candidates require substantial technical, financial and human resources whether or not we ultimately identify any candidates. Our research programs may initially show promise in identifying potential product candidates, yet fail to yield product candidates for clinical development for a number of reasons, including: We may be unable to license or acquire suitable product candidates or products from third-parties for a number of reasons. In particular, the licensing and acquisition of pharmaceutical products is a competitive area. Several more established companies are also pursuing strategies to license or acquire products in the ophthalmic field. These established companies may have a competitive advantage over us due to their size, cash resources and greater clinical development and commercialization capabilities. Other factors that may prevent us from licensing or otherwise acquiring suitable product candidates include the following: 30 • our collaboration agreements are expected to be for fixed terms and subject to termination under various circumstances, including, in many cases, on short notice without cause; • we expect to be required in our collaboration agreements not to conduct specified types of research and development in the field that is the subject of the collaboration. These agreements may have the effect of limiting the areas of research and development that we may pursue, either alone or in cooperation with third-parties; • our collaborators may develop and commercialize, either alone or with others, products and services that are similar to or competitive with our products which are the subject of their collaboration with us; and • our collaborators may change the focus of their development and commercialization efforts. In recent years there have been a significant number of mergers and consolidations in the pharmaceutical and biotechnology industries, some of which have resulted in the participant companies reevaluating and shifting the focus of their business following the completion of these transactions. The ability of our products to reach their potential could be limited if any of our future collaborators decreases or fails to increase spending relating to such products. • the research methodology used may not be successful in identifying potential product candidates; or • potential product candidates may on further study be shown to have harmful side effects or other characteristics that indicate they are unlikely to be effective drugs. • we may be unable to license or acquire the relevant technology on terms that would allow us to make an appropriate return from the product; • companies that perceive us to be their competitors may be unwilling to assign or license their product rights to us; or Table of Contents Additionally, it may take greater human and financial resources to develop suitable potential product candidates through internal research programs or by obtaining rights than we will possess, thereby limiting our ability to develop a diverse product portfolio. If we are unable to develop suitable potential product candidates through internal research programs or by obtaining rights to novel therapeutics from third-parties, our business will suffer. We may acquire additional businesses or form strategic alliances in the future, and we may not realize the benefits of such acquisitions or alliances. We may acquire additional businesses or products, form strategic alliances or create joint ventures with third-parties that we believe will complement or augment our existing business. If we acquire businesses with promising markets or technologies, we may not be able to realize the benefit of acquiring such businesses if we are unable to successfully integrate them with our existing operations and company culture. We may have difficulty in developing, manufacturing and marketing the products of a newly acquired company that enhances the performance of our combined businesses or product lines to realize value from expected synergies. We cannot assure that, following an acquisition, we will achieve the revenues or specific net income that justifies the acquisition. We face the risk of product liability claims and may not be able to obtain or maintain insurance. Our business exposes us to the risk of product liability claims, which is inherent in the manufacturing, testing and marketing of drugs and related products. If the use of one or more of our products harms people, we may be subject to costly and damaging product liability claims. We maintain product liability insurance with a total aggregate liability limit of $10.0 million covering our clinical trial activities and our product sales. The insurance provides worldwide coverage where allowed by law. As product revenue is generated in new countries, we intend to obtain compulsory coverage in those countries that require it. We may not be able to obtain or maintain adequate protection against potential liabilities. If we are unable to obtain insurance at acceptable cost or otherwise protect against potential product liability claims, we will be exposed to significant liabilities, which may materially and adversely affect our business and financial position. These liabilities could prevent or interfere with our product development and commercialization efforts. If we lose key management personnel, or if we fail to recruit additional highly skilled personnel, it will impair our ability to identify, develop and commercialize product candidates. We are highly dependent upon the principal members of our management team, including C. Daniel Myers, our President and Chief Executive Officer, Richard Eiswirth, our Chief Operating Officer and Chief Financial Officer, Philip Ashman, Ph.D., our EU Senior Vice President and EU Managing Director, Susan Caballa, our Senior Vice President of Regulatory Affairs, Kenneth Green, Ph.D., our Senior Vice President and Chief Scientific Officer and Dave Holland, our Senior Vice President of Sales and Marketing. These executives have significant ophthalmic, regulatory industry, sales and marketing, operational, and/or corporate finance experience. The loss of any such executives or any other principal member of our management team would impair our ability to identify, develop and market new products. In addition, our growth will require us to hire a significant number of qualified technical, commercial and administrative personnel. There is intense competition from other companies and research and academic institutions for qualified personnel in the areas of our activities. If we cannot continue to attract and retain, on acceptable terms, the qualified personnel necessary for the continued development of our business, we may not be able to sustain our operations or grow. If our contract research organizations (CROs), third-party vendors and investigators do not successfully carry out their duties or if we lose our relationships with them, our development efforts with respect to ILUVIEN or any of our other product candidates could be delayed. We are dependent on CROs, third-party vendors and investigators for preclinical testing and clinical trials related to our discovery and development efforts with respect to our product candidates and we will likely continue to depend on them to assist in our future discovery and development efforts. These parties are not our employees and we cannot control the amount or timing of resources that they devote to our programs. If they fail to devote sufficient time and resources to our development programs with respect to our product candidates or if their performance is substandard, it will delay the development and 31 • we may be unable to identify suitable products or product candidates within our areas of expertise. Table of Contents commercialization of our product candidates. The parties with which we contract for execution of clinical trials play a significant role in the conduct of the trials and the subsequent collection and analysis of data. Their failure to meet their obligations could adversely affect clinical development of our product candidates. Moreover, these parties may also have relationships with other commercial entities, some of which may compete with us. If they assist our competitors, it could harm our competitive position. If we lose our relationship with any one or more of these parties, we could experience a significant delay in identifying another comparable provider and contracting for its services. We may be unable to retain an alternative provider on reasonable terms, if at all. Even if we locate an alternative provider, this provider may need additional time to respond to our needs and may not provide the same type or level of service as the original provider. In addition, any provider that we retain will be subject to current Good Laboratory Practices (cGLP) and similar foreign standards, and we do not have control over compliance with these regulations by these providers. Consequently, if these practices and standards are not adhered to by these providers, the development and commercialization of our product candidates could be delayed. Our products could be subject to restrictions or withdrawal from the market and we may be subject to penalties if we fail to comply with regulatory requirements, or if we experience unanticipated problems with our products, when and if any of them are approved. Any product for which we have or obtain marketing approval, including ILUVIEN in the EU, along with the manufacturing processes, post-approval pharmacovigilance, advertising and promotional activities for such product, will be subject to continual requirements, review and periodic inspections by the FDA and other regulatory bodies. Even if regulatory approval of a product is granted, the approval may be subject to limitations on the indicated uses for which the product may be marketed or to the conditions of approval, or contain requirements for costly post-marketing testing and surveillance to monitor the safety or efficacy of the product. Later discovery of previously unknown problems with our products, manufacturer or manufacturing processes, or failure to comply with regulatory requirements, may result in: We may be slow to adapt, or we may never adapt, to changes in existing regulatory requirements or adoption of new regulatory requirements or policies. Failure to obtain regulatory approval in additional foreign jurisdictions would prevent us from marketing our products abroad. ILUVIEN has received marketing authorization in Austria, the United Kingdom, Portugal, France, Germany and Spain, and been recommended for marketing authorization in Italy. We intend to continue to pursue market authorizations for ILUVIEN and other product candidates internationally in additional jurisdictions. In order to market our products in foreign jurisdictions, we will be required to obtain separate regulatory approvals and comply with numerous and varying regulatory requirements. The approval procedure varies among countries and jurisdictions and can involve additional testing, and the time required to obtain approval may differ from that required to obtain FDA approval or approval in the seven EU countries in which ILUVIEN has received or been recommended for marketing authorization. Additionally, the foreign regulatory approval process may include all of the risks associated with obtaining FDA approval. For all of these reasons, we may not obtain additional foreign regulatory approvals on a timely basis, if at all. Approval by the FDA does not ensure approval by regulatory authorities in other countries or jurisdictions, and approval by one foreign regulatory authority does not ensure approval by regulatory authorities in other foreign countries or jurisdictions or by the FDA. We may not be able to file for regulatory approvals and may not receive necessary approvals to commercialize our products in any additional market. The failure to obtain these approvals could harm our business materially. 32 • restrictions on such products or manufacturing processes; • withdrawal of the products from the market; • voluntary or mandatory recall; • fines; • suspension of regulatory approvals; • product seizure; and • injunctions or the imposition of civil or criminal penalties. Table of Contents Our product candidates may cause undesirable side effects or have other properties that could delay or prevent their regulatory approval or limit their marketability. Undesirable side effects caused by our product candidates could interrupt, delay or halt clinical trials and could result in the denial of regulatory approval by the FDA or other regulatory authorities for any or all targeted indications, and in turn prevent us from commercializing our product candidates and generating revenues from their sale. Possible side effects of ILUVIEN include, but are not limited to, extensive blurred vision, cataracts, eye irritation, eye pain, increased IOP, which may increase the risk of glaucoma, ocular discomfort, reduced visual acuity, visual disturbance, endophthalmitis, or long-standing vitreous floaters. In addition, if following marketing approval in a jurisdiction, we or others later identify undesirable side effects caused by the product, we could face one or more of the following consequences: Any of these events could prevent us from achieving or maintaining market acceptance of the affected product or could substantially increase the costs and expenses of commercializing the product candidate, which in turn could delay or prevent us from generating significant revenues from its sale. Risks Related to Intellectual Property and Other Legal Matters If we or our licensors are unable to obtain and maintain protection for the intellectual property incorporated into our products, the value of our technology and products will be adversely affected. Our success will depend in large part on our ability or the ability of our licensors to obtain and maintain protection in the U.S. and other countries for the intellectual property incorporated into our products. The patent situation in the field of biotechnology and pharmaceuticals generally is highly uncertain and involves complex legal and scientific questions. We or our licensors may not be able to obtain additional issued patents relating to our technology. Our success will depend in part on the ability of our licensors to obtain, maintain (including making periodic filings and payments) and enforce patent protection for their intellectual property, in particular, those patents to which we have secured exclusive rights. Under our license with pSivida, pSivida controls the filing, prosecution and maintenance of all patents. Our licensors may not successfully prosecute or continue to prosecute the patent applications to which we are licensed. Even if patents are issued in respect of these patent applications, we or our licensors may fail to maintain these patents, may determine not to pursue litigation against entities that are infringing upon these patents, or may pursue such litigation less aggressively than we ordinarily would. Without protection for the intellectual property that we own or license, other companies might be able to offer substantially identical products for sale, which could adversely affect our competitive business position and harm our business prospects. Moreover, FAc is an off-patent active ingredient that is commercially available in several forms including the extended release ocular implant Retisert. Even if issued, patents may be challenged, narrowed, invalidated, or circumvented, which could limit our ability to stop competitors from marketing similar products or limit the length of term of patent protection that we may have for our products. In addition, our patents and our licensors’ patents may not afford us protection against competitors with similar technology. Litigation or third-party claims of intellectual property infringement would require us to divert resources and may prevent or delay our development, regulatory approval or commercialization of our product candidates. Our products or potential products may infringe upon other parties’ intellectual property rights that are protected by patents or patent applications. Third-parties may now or in the future own or control these patents and patent applications in the U.S. and abroad. These third-parties could bring claims against us or our collaborators that would cause us to incur substantial expenses or divert substantial employee resources from our business and, if successful, could cause us to pay substantial damages or prevent us from developing one or more product candidates. Further, if a patent infringement suit were brought 33 • regulatory authorities may require the addition of labeling statements, such as a “black box” warning or a contraindication; • regulatory authorities may withdraw their approval of the product; • we may be required to change the way that the product is administered, conduct additional clinical trials or change the labeling of the product; and • our reputation may suffer. Table of Contents against us or our collaborators, we or they could be forced to stop or delay research, development, manufacturing or sales of the product or product candidate that is the subject of the suit. Several issued and pending U.S. patents claiming methods and devices for the treatment of eye diseases, including through the use of steroids, implants and injections into the eye, purport to cover aspects of ILUVIEN. For example, one of our potential competitors holds issued and pending U.S. patents and a pending European patent application with claims covering injecting an ocular implant into a patient’s eye similar to the ILUVIEN applicator. There is also an issued U.S. patent with claims covering implanting a steroidal anti-inflammatory agent to treat an inflammation-mediated condition of the eye. If these or any other patents were held by a court of competent jurisdiction to be valid and to cover aspects of ILUVIEN, then the owners of such patents would be able to block our ability to commercialize ILUVIEN unless and until we obtain a license under such patents (which license might require us to pay royalties or grant a cross-license to one or more patents that we own), until such patents expire or unless we are able to redesign our product to avoid any such valid patents. As a result of patent infringement claims, or in order to avoid potential claims, we or our collaborators may choose to seek, or be required to seek, a license from the third-party and would most likely be required to pay license fees or royalties or both. These licenses may not be available on acceptable terms, or at all. Even if we or our collaborators were able to obtain a license, the rights may be nonexclusive, which would give our competitors access to the same intellectual property. Ultimately, we could be prevented from commercializing a product, or be forced to cease some aspect of our business operations if, as a result of actual or threatened patent infringement claims, we or our collaborators are unable to enter into licenses on acceptable terms. This could harm our business significantly. There has been substantial litigation and other proceedings regarding patent and other intellectual property rights in the pharmaceutical and biotechnology industries. In addition to infringement claims against us, we may become a party to other patent litigation and other proceedings, including interference proceedings declared by the U.S. Patent and Trademark Office and opposition proceedings in the European Patent Office, regarding intellectual property rights with respect to our products and technology. The cost to us of any litigation or other proceeding, regardless of its merit, even if resolved in our favor, could be substantial. Some of our competitors may be able to sustain the costs of such litigation or proceedings more effectively than we can because of their substantially greater financial resources. Uncertainties resulting from the initiation and continuation of patent litigation or other proceedings could have a material adverse effect on our ability to compete in the marketplace. Intellectual property litigation and other proceedings may, regardless of their merit, also absorb significant management time and employee resources. If we fail to comply with our obligations in the agreements under which we license development or commercialization rights to products or technology from third-parties, we could lose license rights that are important to our business. Our licenses are material to our business, and we expect to enter into additional licenses in the future. We hold a license from pSivida to intellectual property relating to ILUVIEN. This license imposes various commercialization, milestone payment, profit sharing, insurance and other obligations on us. We also hold a license from Dainippon Sumitomo Pharma Co., Ltd. to patents relating to ILUVIEN. This license imposes a milestone payment and other obligations on us. If we fail to comply with these obligations, the licensor may have the right to terminate the applicable license, in which event we would not be able to market products, such as ILUVIEN, that may be covered by such license. If we are unable to protect the confidentiality of our proprietary information and know-how, the value of our technology and products could be adversely affected. In addition to patented technology, we rely upon unpatented proprietary technology, processes, trade secrets and know-how. Any involuntary disclosure or misappropriation by third-parties of our confidential or proprietary information could enable competitors to quickly duplicate or surpass our technological achievements, thus eroding our competitive position in our market. We seek to protect confidential or proprietary information in part by confidentiality agreements with our employees, consultants and third-parties. While we require all of our employees, consultants, advisors and any third-parties who have access to our proprietary know-how, information and technology to enter into confidentiality agreements, we cannot be certain that this know-how, information and technology will not be disclosed or that competitors will not otherwise gain access to our trade secrets or independently develop substantially equivalent information and techniques. These agreements may be terminated or breached, and we may not have adequate remedies for any such termination or breach. Furthermore, these agreements may not provide meaningful protection for our trade secrets and know-how in the event of unauthorized use or disclosure. To the extent that any of our staff were previously employed by other pharmaceutical or biotechnology companies, those employers may allege violations of trade secrets and other similar claims in relation to their drug development activities for us. 34 Table of Contents If our efforts to protect the proprietary nature of the intellectual property related to our products are not adequate, we may not be able to compete effectively in our markets. The strength of our patents in the biotechnology and pharmaceutical field involves complex legal and scientific questions and can be uncertain. In addition to the rights we have licensed from pSivida relating to our product candidates, we rely upon intellectual property we own relating to our products, including patents, patent applications and trade secrets. As of December 31, 2012, we owned one pending non-provisional U.S. utility patent application, one European patent application, one issued U.S. design patent and corresponding applications in a number of other jurisdictions, relating to our applicator for ILUVIEN. As of December 31, 2012, we also owned one allowed or issued U.S. utility patent relating to reduced incidence of intraocular pressure lowering surgery a year or more after treatment with ILUVIEN with corresponding applications in a number of other jurisdictions. In March 2013, we received notice that our pending non-provisional U.S. utility patent would issue. Our patent applications may be challenged or fail to result in issued patents and our existing or future patents may be too narrow to prevent third-parties from developing or designing around these patents. As of December 31, 2012, the patent rights relating to ILUVIEN licensed to us from pSivida include three U.S. patents that expire between March 2019 and April 2020, one European patent expiring in April of 2021, and counterpart filings to these patents in a number of other jurisdictions. No patent term extension will be available for any of these U.S. patents, European patent or any of our licensed U.S. or European pending patent applications. After these patents expire in April 2020 in the U.S. and April of 2021 in Europe, we will not be able to block others from marketing FAc in an insert similar to ILUVIEN in the U.S. Our allowed or issued U.S. utility patent relating to reduced incidence of intraocular pressure lowering surgery will expire in the U.S. in July of 2031 and may provide protection for specific uses of FAc. Moreover, it is possible that a third-party could successfully challenge the scope (i.e., whether a patent is infringed), validity and enforceability of our licensed patents prior to patent expiration and obtain approval to market a competitive product. Further, the patent applications that we license or have filed may fail to result in issued patents. Some claims in pending patent applications filed or licensed by us have been rejected by patent examiners. These claims may need to be amended. Even after amendment, a patent may not be permitted to issue. Further, the existing or future patents to which we have rights based on our agreement with pSivida may be too narrow to prevent third-parties from developing or designing around these patents. Additionally, we may lose our rights to the patents and patent applications we license in the event of a breach or termination of the license agreement. Manufacturers may also seek to obtain approval to sell a generic version of ILUVIEN prior to the expiration of the relevant licensed patents. If the sufficiency of the breadth or strength of protection provided by the patents we license with respect to ILUVIEN or the patents we pursue related to another product candidate is threatened, it could dissuade companies from collaborating with us to develop, and threaten our ability to commercialize ILUVIEN and our other product candidates. Further, if we encounter delays in our clinical trials, the period of time during which we could market ILUVIEN and our other product candidates under patent protection would be reduced. We rely on trade secret protection and confidentiality agreements to protect certain proprietary know-how that is not patentable, for processes for which patents are difficult to enforce and for any other elements of our development processes with respect to ILUVIEN and our other product candidates that involve proprietary know-how, information and technology that is not covered by patent applications. While we require all of our employees, consultants, advisors and any third-parties who have access to our proprietary know-how, information and technology to enter into confidentiality agreements, we cannot be certain that this know-how, information and technology will not be disclosed or that competitors will not otherwise gain access to our trade secrets or independently develop substantially equivalent information and techniques. Further, the laws of some foreign countries do not protect proprietary rights to the same extent as the laws of the U.S. As a result, we may encounter significant problems in protecting and defending our intellectual property both in the U.S. and abroad. If we are unable to protect or defend the intellectual property related to our technologies, we will not be able to establish or maintain a competitive advantage in our market. Third-party claims of intellectual property infringement may prevent or delay our discovery, development and commercialization efforts with respect to ILUVIEN and our other product candidates. Our commercial success depends in part on avoiding infringement of the patents and proprietary rights of third-parties. Third-parties may assert that we are employing their proprietary technology without authorization. In addition, at least several issued and pending U.S. patents claiming methods and devices for the treatment of eye diseases, including through the use of steroids, implants and injections into the eye, purport to cover aspects of ILUVIEN. Although we are not currently aware of any litigation or other proceedings or third-party claims of intellectual property infringement related to ILUVIEN, the pharmaceutical industry is characterized by extensive litigation regarding patents and other intellectual property rights. Other parties may in the future allege that our activities infringe their patents or that we are employing their proprietary technology without authorization. We may not have identified all the patents, patent applications or published literature that affect our business either by blocking our ability to commercialize our product, by preventing the patentability of one or more aspects of our products or those of our licensors or by covering the same or similar technologies 35 Table of Contents that may affect our ability to market our product. We cannot predict whether we would be able to obtain a license on commercially reasonable terms, if at all. Any inability to obtain such a license under the applicable patents on commercially reasonable terms, or at all, may have a material adverse effect on our ability to commercialize ILUVIEN or other products until such patents expire. In addition, third-parties may obtain patents in the future and claim that use of our product candidates or technologies infringes upon these patents. Furthermore, parties making claims against us may obtain injunctive or other equitable relief, which could effectively block our ability to further develop and commercialize one or more of our product candidates. Defense of these claims, regardless of their merit, would involve substantial litigation expense and would be a substantial diversion of employee resources from our business. In the event of a successful claim of infringement against us, we may have to pay substantial damages, obtain one or more licenses from third-parties or pay royalties, or we may be enjoined from further developing or commercializing our product candidates and technologies. In addition, even in the absence of litigation, we may need to obtain licenses from third-parties to advance our research or allow commercialization of our product candidates, and we have done so from time to time. We may fail to obtain future licenses at a reasonable cost or on reasonable terms, if at all. In that event, we may be unable to further develop and commercialize one or more of our product candidates, which could harm our business significantly. We may become involved in lawsuits to protect or enforce our patents or the patents of our licensors, which could be expensive, time consuming and unsuccessful. Competitors may infringe our patents or the patents of our licensors. To counter infringement or unauthorized use, we may be required to file infringement claims, which can be expensive and time consuming. In addition, in an infringement proceeding, a court may decide that a patent of ours or our licensors is not valid or is unenforceable, or may refuse to stop the other party from using the technology at issue on the grounds that our patents do not cover the technology in question. An adverse result in any litigation or defense proceedings could put one or more of our patents at risk of being invalidated or interpreted narrowly and could put our patent applications at risk of not issuing. Interference proceedings brought by the U.S. Patent and Trademark Office may be necessary to determine the priority of inventions with respect to our patents and patent applications or those of our collaborators or licensors. An unfavorable outcome could require us to cease using the technology or to attempt to license rights to it from the prevailing party. Our business could be harmed if a prevailing party does not offer us a license on terms that are acceptable to us. Litigation or interference proceedings may fail and, even if successful, may result in substantial costs and distraction of our management and other employees. We may not be able to prevent, alone or with our licensors, misappropriation of our proprietary rights, particularly in countries where the laws may not protect those rights as fully as in the U.S. Furthermore, because of the substantial amount of discovery required in connection with intellectual property litigation, there is a risk that some of our confidential information could be compromised by disclosure during this type of litigation. In addition, there could be public announcements of the results of hearings, motions or other interim proceedings or developments. If securities analysts or investors perceive these results to be negative, it could have a substantial adverse effect on the price of our common stock. Product liability lawsuits could divert our resources, result in substantial liabilities and reduce the commercial potential of our products. The risk that we may be sued on product liability claims is inherent in the development of pharmaceutical products. We face a risk of product liability exposure related to the testing of our product candidates in clinical trials and will face even greater risks upon any commercialization by us of our product candidates. We believe that we may be at a greater risk of product liability claims relative to other pharmaceutical companies because our products are inserted into the eye, and it is possible that we may be held liable for eye injuries of patients who receive our product. These lawsuits may divert our management from pursuing our business strategy and may be costly to defend. In addition, if we are held liable in any of these lawsuits, we may incur substantial liabilities and may be forced to limit or forego further commercialization of one or more of our products. Although we maintain product liability insurance covering our clinical trial activities and our product sales, our aggregate coverage limit under these insurance policies is $10.0 million, and while we believe this amount of insurance is sufficient to cover our product liability exposure, these limits may not be high enough to fully cover potential liabilities. The insurance provides worldwide coverage where allowed by law. As product revenue is generated in new countries, we intend to obtain compulsory coverage in those countries that require it. However, we may not be able to obtain or maintain sufficient insurance coverage at an acceptable cost or otherwise to protect against potential product liability claims, which could prevent or inhibit the commercial production and sale of our products. 36 Table of Contents Legislative or regulatory reform of the health care system in the U.S. and foreign jurisdictions may adversely impact our business, operations or financial results. Our industry is highly regulated and changes in law may adversely impact our business, operations or financial results. In particular, in March 2010, the Patient Protection and Affordable Care Act, or PPACA, and a related reconciliation bill were signed into law. This legislation changes the current system of healthcare insurance and benefits intended to broaden coverage and control costs. The law also contains provisions that will affect companies in the pharmaceutical industry and other healthcare related industries by imposing additional costs and changes to business practices. Provisions affecting pharmaceutical companies include the following: The full effects of the U.S. healthcare reform legislation cannot be known until the new law is implemented through regulations or guidance issued by the Centers for Medicare & Medicaid Services and other federal and state healthcare agencies. The financial impact of the U.S. healthcare reform legislation over the next few years will depend on a number of factors including but not limited to the policies reflected in implementing regulations and guidance and changes in sales volumes for products affected by the new system of rebates, discounts and fees. If ILUVIEN is approved by the FDA, the legislation may also have a positive impact on our future net sales, if any, by increasing the aggregate number of persons with healthcare coverage in the U.S., but such increases are unlikely to be realized until approximately 2014, at the earliest. In addition, in September 2007, the Food and Drug Administration Amendments Act of 2007 was enacted giving the FDA enhanced post-marketing authority including the authority to require post-marketing studies and clinical trials, labeling changes based on new safety information and compliance with risk evaluations and mitigation strategies approved by the FDA. The FDA’s exercise of this authority could result in delays or increased costs during product development, clinical trials and regulatory review, increased costs to ensure compliance with post-approval regulatory requirements and potential restrictions on the sale and/or distribution of approved products. Further, in some foreign countries, including the EU and Canada, the pricing of prescription pharmaceuticals is subject to governmental control. In these countries, pricing negotiations with governmental authorities can take 12 months or longer after the receipt of regulatory approval and product launch. To obtain reimbursement or pricing approval in some countries, we may be required to conduct a clinical trial that compares the cost-effectiveness of our product candidate to other available therapies. Our business could be materially harmed if reimbursement of our products is unavailable or limited in scope or amount or if pricing is set at unsatisfactory levels. Moreover, we cannot predict what healthcare reform initiatives may be adopted in the future. Further federal and state legislative and regulatory developments are likely, and we expect ongoing initiatives in the U.S. to increase pressure on drug pricing. Such reforms could have an adverse effect on anticipated revenues from product candidates that we may successfully develop and for which we may obtain regulatory approval and may affect our overall financial condition and ability to develop drug candidates. 37 • Mandatory rebates for drugs sold into the Medicaid program have been increased, and the rebate requirement has been extended to drugs used in risk-based Medicaid managed care plans. • The 340B Drug Pricing Program under the Public Health Services Act has been extended to require mandatory discounts for drug products sold to certain critical access hospitals, cancer hospitals and other covered entities. • Pharmaceutical companies are required to offer discounts on brand-name drugs to patients who fall within the Medicare Part D coverage gap, commonly referred to as the “Donut Hole.” • Pharmaceutical companies are required to pay an annual non-tax deductible fee to the federal government based on each company’s market share of prior year total sales of branded products to certain federal healthcare programs, such as Medicare, Medicaid, Department of Veterans Affairs and Department of Defense. The aggregate industry-wide fee is expected to total $28 billion through 2019, of which $2.8 billion will be payable in 2013. Since we expect our branded pharmaceutical sales to constitute a small portion of the total federal health program pharmaceutical market, we do not expect this annual assessment to have a material impact on our financial condition. • The law provides that biologic products may receive 12 years of market exclusivity, with a possible six-month extension for pediatric products. After this exclusivity ends, generic manufacturers will be permitted to enter the market, which is likely to reduce the pricing for such products and could affect the company’s profitability. In addition, generic manufacturers will be permitted to challenge one or more of the patents for a branded drug after a product is marketed for four years. Table of Contents If we use hazardous and biological materials in a manner that causes injury or violates applicable law, we may be liable for damages. Our research and development activities may involve the controlled use of potentially hazardous substances, including chemical and biological materials. In addition, our operations may produce hazardous waste products. Federal, state and local laws and regulations in both the U.S. and Canada govern the use, manufacture, storage, handling and disposal of hazardous materials. Although we believe that our procedures for use, handling, storing and disposing of these materials comply with legally prescribed standards, we may incur significant additional costs to comply with applicable laws in the future. Also, even if we are in compliance with applicable laws, we cannot completely eliminate the risk of contamination or injury resulting from hazardous materials and we may incur liability as a result of any such contamination or injury. In the event of an accident, we could be held liable for damages or penalized with fines, and the liability could exceed our resources. We do not have any insurance for liabilities arising from hazardous materials. Compliance with applicable environmental laws and regulations is expensive, and current or future environmental regulations may impair our research, development and production efforts, which could harm our business, operating results and financial condition. Our ability to use our net operating loss carry-forwards may be limited. At December 31, 2012, we had U.S. federal and state net operating loss (NOL) carry-forwards of approximately $142.5 million and $126.0 million, respectively, which expire at various dates beginning in 2020 through 2032. Section 382 of the Internal Revenue Code limits the annual utilization of NOL carry-forwards and tax credit carry-forwards following an ownership change in our company. NOL carry-forwards may be subject to annual limitations under Internal Revenue Code Section 382 (or comparable provisions of state law) in the event that certain changes in ownership of our company were to occur. In general, an ownership change occurs for purposes of Section 382 if there is a more than 50% change in ownership of a company over a 3-year testing period. The issuance of the Series A Convertible Preferred Stock on October 2, 2012 constituted such a change in ownership. We are currently performing a formal analysis of our NOLs in connection with IRC Section 382 as a result of this change to determine the extent of the limitation of our NOL carry-forwards. We incur significant increased costs as a result of operating as a public company, and our management is required to devote substantial time to new compliance initiatives. As a public company, we incur significant legal, accounting and other expenses that we did not incur as a private company. The Sarbanes-Oxley Act of 2002, as well as rules subsequently implemented by the SEC and NASDAQ, has imposed various new requirements on public companies, including requiring establishment and maintenance of effective disclosure and financial controls and changes in corporate governance practices. Our management and other personnel are required to devote a substantial amount of time to these new compliance initiatives. Moreover, these rules and regulations have substantially increased our legal and financial compliance costs and have made some activities more time consuming and costly. These rules and regulations may make it more difficult and more expensive for us to maintain our existing director and officer liability insurance or to obtain similar coverage from an alternative provider. The Sarbanes-Oxley Act requires, among other things, that we maintain effective internal controls for financial reporting and disclosure controls and procedures. In particular, pursuant to Section 404 of the Sarbanes-Oxley Act (Section 404), we may be required to perform system and process evaluation and testing of our internal controls over financial reporting to allow management to report on the effectiveness of our internal controls over financial reporting. Our testing, or the subsequent testing by our independent registered public accounting firm, if required, may reveal deficiencies in our internal controls over financial reporting that are deemed to be material weaknesses. Our compliance with Section 404 would require us to continue to incur substantial accounting expense and expend significant management efforts. We currently do not have an internal audit group, and we may need to hire additional accounting and financial staff. Moreover, if we are not able to comply with the requirements of Section 404 in a timely manner or if we or our independent registered public accounting firm identifies deficiencies in our internal controls over financial reporting that are deemed to be material weaknesses, the market price of our stock could decline and we could be subject to sanctions or investigations by NASDAQ, the SEC or other regulatory authorities, which would require additional financial and management resources. Risks Relating to Our Financial Results and Need for Financing Fluctuations in our quarterly operating results and cash flows could adversely affect the price of our common stock. We expect our operating results and cash flows to be subject to quarterly fluctuations. The revenues we generate, if any, and our operating results will be affected by numerous factors, including, but not limited to: 38 Table of Contents If our quarterly operating results fall below the expectations of investors or securities analysts, the price of our common stock could decline substantially. Furthermore, any quarterly fluctuations in our operating results and cash flows may, in turn, cause the price of our stock to fluctuate substantially. We believe that quarterly comparisons of our financial results are not necessarily meaningful and should not be relied upon as an indication of our future performance. Exchange rate fluctuations could cause a decline in our financial condition and results of operations. As a result of our European operations, we are subject to increased risk because we incur a significant portion of our operating expenses and receive revenues in multiple currencies other than the U.S. dollar. For example, in Europe where we have operating costs in a foreign currency, we are subject to risk if the foreign currency in which our costs are paid appreciates against the currency in which we generate revenue because the appreciation effectively increases our cost in that country. The financial condition and results of operations of some of our operating entities are reported in foreign currencies and then translated into U.S. dollars at the applicable exchange rate for inclusion in our consolidated financial statements. As a result, appreciation of the U.S. dollar against these foreign currencies generally will have a negative impact on our reported operating losses while depreciation of the U.S. dollar against these foreign currencies will generally have a positive effect on reported operating losses. We do not seek to mitigate this translation effect through the use of derivative financial instruments. To the extent we are unable to match revenues received in foreign currencies with costs paid in the same currency, exchange rate fluctuations in that currency could have a material adverse effect on our business and results of operations. We may need additional capital to support our growth, which may be difficult to obtain and restrict our operations and will result in additional dilution to our stockholders. Our business may require additional capital that we have not yet secured. Including the net proceeds from our Series A Convertible Preferred Stock financing, completed in the fourth quarter of 2012, based on our current plans, we believe our cash and cash equivalents will be sufficient to fund our operations beyond the projected commercialization of ILUVIEN in the United Kingdom, France and Germany and the expected generation of revenue in 2013, at the earliest. However, the actual amount of funds that we will need will be determined by many factors, some of which are beyond our control, and we may need funds sooner than currently anticipated. These factors include but are not limited to: 39 • the commercial success of our product candidates, particularly ILUVIEN in the EU; • our ability to obtain regulatory approval of ILUVIEN in additional jurisdictions; • the emergence of products that compete with our product candidates; • the status of our preclinical and clinical development programs; • variations in the level of expenses related to our existing product candidates or preclinical and clinical development programs; • execution of collaborative, licensing or other arrangements, and the timing of payments received or made under those arrangements; • any intellectual property infringement lawsuits to which we may become a party; and • regulatory developments affecting our product candidates or those of our competitors. • the amount of our future operating losses; • third party expenses relating to the commercialization of ILUVIEN; • the level of success of the initial commercial launch of ILUVIEN in the United Kingdom, France and Germany; • the status of our new drug application for ILUVIEN in the U.S.; • the $25 million milestone payment owed to pSivida in the event that ILUVIEN is approved in the U.S.; Table of Contents General market conditions or the market price of our common stock may not support capital raising transactions such as an additional public or private offering of our common stock or other securities. In addition, our ability to raise additional capital may be dependent upon our stock being quoted on the NASDAQ Global Market or upon obtaining shareholder approval. There can be no assurance that we will be able to satisfy the criteria for continued listing on NASDAQ or that we will be able to obtain shareholder approval if it is necessary. If we are unable to obtain additional funds on a timely basis or on terms favorable to us, we may be required to cease or reduce further commercialization of ILUVIEN, to cease or reduce certain research and development projects, to sell some or all of our technology or assets or business units or to merge all or a portion of our business with another entity. In the event additional financing is needed or advisable, we may seek to fund our operations through the sale of equity securities, additional debt financing and strategic collaboration agreements. We cannot be sure that additional financing from any of these sources will be available when needed or that, if available, the additional financing will be obtained on terms favorable to us or our stockholders especially in light of the current difficult financial environment. If we raise additional funds by selling shares of our capital stock, the ownership interest of our current stockholders will be diluted. In addition, our Series A Convertible Preferred Stock is entitled to price-based anti-dilution protection in connection with certain financings, which has the potential to further dilute our other stockholders. If we attempt to raise additional funds through strategic collaboration agreements, we may not be successful in obtaining collaboration agreements, or in receiving milestone or royalty payments under those agreements, or the terms of the debt may involve significant cash payment obligations as well as covenants and specific financial ratios that may restrict our ability to commercialize our product candidates or operate our business. For example, under the senior secured credit facility, which we entered into in October 2010 (Credit Facility), we are subject to a variety of affirmative and negative covenants, including required financial reporting, limitations on our cash balances, limitations on the disposition of assets, limitations on the incurrence of additional debt, and other requirements. To secure the performance of our obligations under the Credit Facility, we pledged all of our assets, including our intellectual property to the lenders. Our failure to comply with the covenants under the Credit Facility could result in an event of default, the acceleration of our debt and the loss of our assets. Any declaration of an event of default could significantly harm our business and prospects and could cause our stock price to decline. Insufficient funds may require us to delay, scale back, or eliminate some or all of our activities, and if we are unable to obtain additional funding, there may be substantial doubt about our ability to continue as a going concern. Risks Related to Our Common Stock Our stock price has been and may continue to be volatile, and the value of an investment in our common stock may decline. We completed our IPO in April 2010 at a price of $11.00 per share. Subsequently, our common stock has traded as low as $1.09 per share. The realization of any of the risks described in these risk factors or other unforeseen risks could have a dramatic and adverse effect on the market price of our common stock. The trading price of our common stock is likely to continue to be highly volatile and could be subject to wide fluctuations in response to various factors, some of which are beyond our control. These factors include: 40 • the timing of approvals, if any, of ILUVIEN in additional jurisdictions; • the need and cost of conducting additional clinical trials for ILUVIEN; • the amount of our research and development, marketing and general and administrative expenses; • the extent to which we enter into, maintain, and derive revenues from licensing agreements, including agreements to out-license ILUVIEN, research and other collaborations, joint ventures and other business arrangements; • the extent to which we acquire, and our success in integrating, technologies or companies; and • regulatory changes and technological developments in our markets. • our ability to successfully commercialize ILUVIEN in the EU, including our ability to build our own commercial infrastructure for the sale of ILUVIEN in Germany, the United Kingdom and France; • the ability of ILUVIEN to be approved in any additional jurisdiction; • the ability of ILUVIEN or any of our product candidates, if approved in additional jurisdictions, to achieve commercial success; Table of Contents From time to time, we estimate the timing of the accomplishment of various scientific, clinical, regulatory and other product development goals or milestones. These milestones may include the commencement or completion of scientific studies and clinical trials, the submission of regulatory filings, the notification of the results of regulatory filings and the anticipated commercial launch of our product candidates. Also, from time to time, we expect that we will publicly announce the anticipated timing of some of these milestones. All of these milestones are based on a variety of assumptions. The actual timing of these milestones can vary dramatically compared to our estimates, in some cases for reasons beyond our control. If we do not meet these milestones as publicly announced, our stock price may decline and the commercialization of our product and product candidates may be delayed. In addition, the stock market has experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of publicly traded companies. Broad market and industry factors may seriously affect the market price of companies’ stock, including ours, regardless of actual operating performance. These fluctuations may be even more pronounced in the trading market for our stock. In addition, in the past, following periods of volatility in the overall market and the market price of a particular company’s securities, securities class action litigation has often been initiated against these companies. This litigation, if brought against us, could result in substantial costs and a diversion of our management’s attention and resources. Certain of our stockholders have the ability to control the outcome of matters submitted for stockholder approval and may have interests that differ from those of our other stockholders. As of December 31, 2012, our executive officers, key employees, directors and their affiliates and the investors that participated in our Series A Convertible Preferred Stock financing beneficially owned, in the aggregate,a majority of the outstanding voting power of our common stock, assuming the exercise of the outstanding Warrants to purchase shares of our Series A Convertible Preferred Stock. As a result, these stockholders, if acting together, may be able to exercise significant influence over all matters requiring stockholder approval, including the election of directors and the approval of significant corporate transactions, and this concentration of voting power may have the effect of delaying or impeding actions that could be beneficial to you, including actions that may be supported by our Board of Directors. 41 • results from our clinical trial programs; • FDA or international regulatory actions, including failure to receive regulatory approval for any of our product candidates; • quarterly variations in our results of operations or those of our competitors; • our ability to develop and market new and enhanced product candidates on a timely basis; • announcements by us or our competitors of acquisitions, regulatory approvals, clinical milestones, new products, significant contracts, commercial relationships or capital commitments; • third-party coverage and reimbursement policies; • additions or departures of key personnel; • commencement of, or our involvement in, litigation; • our ability to meet our repayment and other obligations under our credit facility; • changes in governmental regulations or in the status of our regulatory approvals; • changes in earnings estimates or recommendations by securities analysts; • any major change in our board of directors or management; • general economic conditions and slow or negative growth of our markets; and • political instability, natural disasters, war and/or events of terrorism. Table of Contents In addition, the terms of the Series A Convertible Preferred Stock provide that certain corporate actions require the prior consent of the holders of at least 70% of the then outstanding shares of Series A Convertible Preferred Stock. We currently do not intend to pay dividends on our common stock and, consequently, your only opportunity to achieve a return on your investment is if the price of our common stock appreciates. We do not anticipate that we will pay any cash dividends on shares of our common stock for the foreseeable future. Any determination to pay dividends in the future will be at the discretion of our Board of Directors and will depend on results of operations, financial condition, contractual restrictions, restrictions imposed by applicable law and other factors our Board of Directors deems relevant. Further, for so long as at least 37.5% of the shares of Series A Convertible Preferred Stock originally issued to the investors at the closing of our Series A Convertible Preferred Stock financing in October 2012 are held by the initial investors or their affiliates, we may not, without first obtaining the approval of the holders of at least 70% of the then outstanding shares of Series A Convertible Preferred Stock, declare or pay any dividend or distribution on any shares of capital stock; provided, however, that this restriction shall not apply to (A) dividends payable to holders of common stock that consist solely of shares of common stock for which adjustment to the conversion price of the Series A Convertible Preferred Stock is made pursuant to the certificate of designation or (B) dividends or distributions issued pro rata to all holders of capital stock (on an as-converted basis) in connection with the implementation of a “poison pill” rights plan or similar plan by us. Accordingly, realization of a gain on your investment will depend on the appreciation of the price of our common stock, which may never occur. Significant sales of our common stock could depress or reduce the market price of our common stock, or cause our shares of common stock to trade below the prices at which they would otherwise trade, or impede our ability to raise future capital. A small number of institutional investors and private equity funds hold a significant number of shares of our common stock and all of our shares of Series A Convertible Preferred Stock and Series A Convertible Preferred Stock Warrants. Sales by these stockholders of a substantial number of shares, or the expectation of such sales, could cause a significant reduction in the market price of our common stock. Additionally, a small number of investors have rights, subject to certain conditions, to require us to file registration statements to permit the resale of their shares in the public market or to include their shares in registration statements that we may file for ourselves or other stockholders. In addition to our outstanding common stock, as of December 31, 2012, there were a total of 5,493,079 shares of common stock that we have registered and that we are obligated to issue upon the exercise of currently outstanding options granted under our equity incentive plans. Upon the exercise of these options, in accordance with their respective terms, these shares may be resold freely, subject to restrictions imposed on our affiliates under the SEC’s Rule 144. If significant sales of these shares occur in short periods of time, these sales could reduce the market price of our common stock. Any reduction in the trading price of our common stock could impede our ability to raise capital on attractive terms. Actual or perceived significant sales of our common stock could depress or reduce the market price of our common stock, cause our shares of common stock to trade below the prices at which they would otherwise trade or impede our ability to raise future capital. Future sales and issuances of our equity securities or rights to purchase our equity securities, including pursuant to our equity incentive plans, would result in dilution of the percentage ownership of our stockholders and could cause our stock price to fall. To the extent we raise additional capital by issuing equity securities; our stockholders may experience substantial dilution. We may sell common stock, convertible securities or other equity securities in one or more transactions at prices and in a manner we determine from time to time. If we sell common stock, convertible securities or other equity securities in more than one transaction, investors may be diluted by subsequent sales. Such sales may also result in material dilution to our existing stockholders, and new investors could gain rights superior to existing stockholders. In addition, the Series A Convertible Preferred Stock is entitled to price-based anti-dilution protection in connection with certain financings, which has the potential to further dilute our other stockholders. Pursuant to our 2010 Equity Incentive Plan, our Board of Directors is authorized to grant stock options to our employees, directors and consultants. The number of shares available for future grant under our 2010 Equity Incentive Plan increases each year by an amount equal to the lesser of 4% of all shares of our capital stock outstanding as of January 1st of each year, 2,000,000 shares, or such lesser number as determined by our Board of Directors. On January 1, 2013, an additional 1,261,651 shares became available for future issuance under our 2010 Equity Incentive Plan in accordance with the annual increase. In 42 Table of Contents addition, we have reserved 494,422 shares of our common stock for issuance under our 2010 Employee Stock Purchase Plan. The number of shares eligible for purchase is replenished as of January 1st of each year in an amount equal to the shares purchased under the plan in the preceding year. As such, on January 1, 2013, an additional 15,984 shares became available for future issuance under our 2010 Employee Stock Purchase Plan. The Series A Convertible Preferred Stock contains covenants that may limit our business flexibility. For so long as at least 37.5% of the shares of Series A Convertible Preferred Stock originally issued to the investors at the closing of our Series A Convertible Preferred Stock financing in October 2012 are held by the initial investors or their affiliates, we may not, without first obtaining the approval of the holders of at least 70% of the then outstanding shares of Series A Convertible Preferred Stock: (i) increase or decrease the authorized number of shares of Series A Convertible Preferred Stock; (ii) authorize, create, issue or obligate us to issue (by reclassification, merger or otherwise) any security (or any class or series thereof) or any indebtedness, in each case that has any rights, preferences or privileges senior to, or on a parity with, the Series A Convertible Preferred Stock, or any security convertible into or exercisable for any such security or indebtedness, subject to limited exceptions for certain debt transactions; (iii) amend our certificate of incorporation or the certificate of designation of the Series A Convertible Preferred Stock, in each case in a manner that adversely affects the rights, preference or privileges of the Series A Convertible Preferred Stock; (iv) redeem, purchase or otherwise acquire (or pay into or set aside for a sinking fund for such purpose) any shares of common stock or preferred stock; provided, however, that this restriction shall not apply to (A) the redemption of rights issued pursuant to any “poison pill” rights plan or similar plan adopted by us after the closing of the Series A Convertible Preferred Stock financing or (B) the repurchases of stock from former employees, officers, directors or consultants who performed services for us in connection with the cessation of such employment or service pursuant to the terms of existing agreements with such individuals; (v) declare or pay any dividend or distribution on any shares of capital stock; provided, however, that this restriction shall not apply to (A) dividends payable to holders of common stock that consist solely of shares of common stock for which adjustment to the conversion price of the Series A Convertible Preferred Stock is made pursuant to the certificate of designation or (B) dividends or distributions issued pro rata to all holders of capital stock (on an as-converted basis) in connection with the implementation of a “poison pill” rights plan or similar plan by us; (vi) authorize or approve any increase to the number of aggregate shares of capital stock reserved for issuance pursuant to stock option, stock purchase plans or other equity incentive plans such that the total aggregate number of shares issued under such plans and reserved for issuance under such plans (on an as-converted basis) exceeds the number of shares issued and reserved for issuance under such plans (on an as-converted basis) on the date of the closing of the Series A Convertible Preferred Stock financing by more than 20% (as adjusted for stock splits, combinations, stock dividends, recapitalizations and the like), provided that any increases resulting solely from the annual increases resulting from the “evergreen” provisions of equity incentive plans in effect on the date of the closing of the Series A Convertible Preferred Stock financing shall not be subject to this restriction and shall not be included for purposes of determining whether such 20% increase has occurred; (vii) issue stock or other equity securities of any subsidiary (other than to us or another of our wholly-owned subsidiaries or declare or pay any dividend or other distribution of cash, shares or other assets or redemption or repurchase of shares of any subsidiary; or (viii) incur any secured indebtedness other than certain limited debt transactions. There is no guarantee that the holders of the Series A Convertible Preferred Stock would approve any such restricted action, even where such an action would be in the best interests of our stockholders. Any failure to obtain such approval could harm our business and result in a decrease in the value of our common stock. Anti-takeover provisions in our charter and bylaws and in Delaware law could prevent or delay acquisition bids for us that you might consider favorable and could entrench current management. We are a Delaware corporation and the anti-takeover provisions of the Delaware General Corporation Law may deter, delay or prevent a change in control by prohibiting us from engaging in a business combination with an interested stockholder for a period of three years after the person becomes an interested stockholder, even if a change in control would be beneficial to our existing stockholders. In addition, our restated certificate of incorporation and bylaws may discourage, delay or prevent a change in our management or control over us that stockholders may consider favorable. Our restated certificate of incorporation and bylaws: 43 • authorize the issuance of “blank check” preferred stock that could be issued by our Board of Directors to thwart a takeover attempt; • do not provide for cumulative voting in the election of directors, which would allow holders of less than a majority of our outstanding common stock to elect some directors; Table of Contents If securities or industry analysts do not publish research or reports or publish unfavorable research or reports about our business, our stock price and trading volume could decline. The trading market for our common stock depends in part on the research and reports that securities or industry analysts publish about us, our business, our market or our competitors. If one or more of the analysts who covers us downgrades our stock, our stock price would likely decline. If one or more of these analysts ceases to cover us or fails to regularly publish reports on us, interest in our stock could decrease, which could cause our stock price or trading volume to decline. 44 • establish a classified Board of Directors, as a result of which the successors to the directors whose terms have expired will be elected to serve from the time of election and qualification until the third annual meeting following their election; • require that directors only be removed from office for cause; • provide that vacancies on the Board of Directors, including newly created directorships, may be filled only by a majority vote of directors then in office; • contain certain protective provisions in favor of the holders of Series A Convertible Preferred Stock; • limit who may call special meetings of stockholders; • prohibit common stockholder action by written consent, requiring all actions of the holders of common stock to be taken at a meeting of the stockholders; and • establish advance notice requirements for nominating candidates for election to the Board of Directors or for proposing matters that can be acted upon by stockholders at stockholder meetings. Table of Contents ITEM 1B. UNRESOLVED STAFF COMMENTS Not applicable. ITEM 2. PROPERTIES Our U.S. headquarters are located in Alpharetta, Georgia, consisting of approximately 14,000 square feet of office space. Our lease for this facility expires January 2015. Our EU headquarters are located in Fleet, United Kingdom, consisting of approximately 1,300 square feet of office space. Our lease for this facility expires December 2013. Management believes that the leased facilities are suitable and adequate to meet the Company’s anticipated near-term needs. We anticipate that following the expiration of the leases, additional or alternative space will be available at commercially reasonable terms. ITEM 3. LEGAL PROCEEDINGS The Company is not a party to any material pending legal proceedings, and management is not aware of any contemplated proceedings by any governmental authority against the Company. ITEM 4. MINE SAFETY DISCLOSURES Not applicable. PART II ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED SHAREHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Our common stock has been trading on The NASDAQ Global Market (NASDAQ) under the symbol “ALIM” since our IPO on April 22, 2010. Prior to that time, there was no established public trading market for our common stock. The following table sets forth, for the periods indicated, the range of high and low sale prices of our common stock as reported by NASDAQ. Holders As of March 26, 2013 there were 44 holders of record of our common stock. Dividends We have not declared or paid any cash dividends on our common stock since our inception. We do not plan to pay dividends in the foreseeable future. In addition, under our Credit Facility, we have agreed not to pay any dividends so long as it has any outstanding obligations thereunder. We currently intend to retain earnings, if any, to finance our growth. Consequently, stockholders will need to sell shares of our common stock to realize a return on their investment, if any. Recent Sales of Unregistered Securities Sales of Unregistered Securities On October 2, 2012, we sold units consisting of an aggregate of 1,000,000 shares of our Series A Convertible Preferred Stock and Warrants to purchase an additional 300,000 shares of Series A Convertible Preferred Stock (or such number of shares 45 Year Ended December 31, 2012 High Low First quarter 2012 $ 4.90 $ 1.16 Second quarter 2012 $ 3.74 $ 2.23 Third quarter 2012 $ 3.28 $ 2.07 Fourth quarter 2012 $ 2.85 $ 1.26 Year Ended December 31, 2011 High Low First quarter 2011 $ 10.92 $ 6.81 Second quarter 2011 $ 9.82 $ 7.50 Third quarter 2011 $ 9.07 $ 6.40 Fourth quarter 2011 $ 8.77 $ 1.09 Table of Contents of our common stock then issuable upon conversion of such shares of Series A Convertible Preferred Stock) in a private placement to certain accredited institutional investors for $40.00 per unit. The sale of the units resulted in gross proceeds to us of $40.0 million prior to the payment of related expenses. No underwriters were involved in the foregoing sale of securities. The issuances of the securities described above were deemed to be exempt from registration under the Securities Act in reliance on Section 4(2) of the Securities Act under the Securities Act. The recipients of securities in such transaction represented their intention to acquire the securities for investment only and not with a view to or for sale in connection with any distribution thereof and appropriate legends were affixed to the stock certificates issued in such transaction. Use of Proceeds from Public Offering of Common Stock On April 21, 2010, our Registration Statement on Form S-1 (File No. 333-162782) was declared effective by the SEC for our IPO, pursuant to which we sold 6,550,000 shares of our common stock at a public offering price of $11.00 per share. We received net proceeds of approximately $66.1 million from this transaction, after deducting underwriting discounts, commissions and other offering costs. The underwriters of the offering were Credit Suisse Securities (USA) LLC, Citigroup Global Markets Inc., Cowen and Company, LLC, and Oppenheimer & Co., Inc. On April 27, 2010 we paid $15.2 million to pSivida to satisfy our $15.0 million note payable and accrued but unpaid interest thereon. There have been no material changes in our use or planned use of proceeds from the initial public offering from that described in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2010, filed with the SEC on June 7, 2010. ITEM 6. SELECTED CONSOLIDATED FINANCIAL DATA Not applicable. ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion and analysis should be read in conjunction with our audited annual consolidated financial statements and the related notes that appear elsewhere in this Annual Report on Form 10-K. This discussion contains forward-looking statements reflecting our current expectations that involve risks and uncertainties. Actual results may differ materially from those discussed in these forward-looking statements due to a number of factors, including those set forth in the section entitled “Risk Factors” and elsewhere in this Annual Report on Form 10-K. For further information regarding forward-looking statements, please refer to the “Special Note Regarding Forward-Looking Statements and Projections” at the beginning of Part I of this Annual Report on Form 10-K. Overview Alimera Sciences, Inc. (we, Alimera or the Company) is a biopharmaceutical company that specializes in the research, development and commercialization of prescription ophthalmic pharmaceuticals. We are presently focused on diseases affecting the back of the eye, or retina, because we believe these diseases are not well treated with current therapies and represent a significant market opportunity. Our most advanced product candidate is ILUVIEN ® , which has received marketing authorization in Austria, the United Kingdom, Portugal, France, Germany and Spain, and has been recommended for marketing authorization in Italy, for the treatment of vision impairment associated with chronic diabetic macular edema (DME) considered insufficiently responsive to available therapies. DME is a disease of the retina that affects individuals with diabetes and can lead to severe vision loss and blindness. ILUVIEN has not been approved by the U.S. Food and Drug Administration (FDA). We currently plan to launch ILUVIEN in Germany, the United Kingdom and France in 2013, and are pursuing pricing and reimbursement in those countries. In July 2012, we received a letter from Germany’s Federal Joint Committee indicating that the automatic obligation to submit a dossier on ILUVIEN, per the Arzneimittelmarkt-Neuordnungsgesetz law, would not be necessary, and that a benefit assessment would not be required. Receipt of this letter allows us to launch ILUVIEN in Germany without price restriction. In January 2013, the United Kingdom’s National Institute for Health and Clinical Excellence (NICE) published final guidance indicating that ILUVIEN is not cost effective for the treatment of vision impairment associated with chronic DME considered insufficiently responsive to available therapies given the cost of £5500. We subsequently submitted a simple patient access scheme (PAS) for ILUVIEN to the Patient Access Schemes Liaison Unit (PASLU) w hich has been agreed to by the United Kingdom's Department of Health and is now under consideration by NICE for inclusion in its rapid review facility. Under this facility, the Appraisal Committee at NICE is expected to assess the impact of the ILUVIEN PAS on ILUVIEN's cost effectiveness and determine whether an update to the recently published final guidance is warranted. 46 Table of Contents We submitted a New Drug Application (NDA) in June 2010 for ILUVIEN in the U.S. with the U.S. Food and Drug Administration (FDA) and in December 2010, we received a Complete Response Letter (CRL) from the FDA regarding our NDA. The primary concerns expressed in the CRL centered on the benefits of ILUVIEN in treating DME patients versus the risk of its side effects. Upon further analysis of the FAME Study data through its final readout at month 36, we determined that a pre-planned subgroup of chronic DME patients demonstrated a greater benefit to risk profile than the full population dataset in our original NDA filing. We submitted our response to the CRL to the FDA in May 2011, including additional safety and efficacy data through month 36 of the FAME Study with an emphasis on the chronic DME subgroup. In November 2011, the FDA issued a second CRL to communicate that the NDA could not be approved in its then current form stating that the NDA did not provide sufficient data to support that ILUVIEN is safe and effective in the treatment of patients with DME. The FDA stated that the risks of adverse reactions shown for ILUVIEN in the FAME Study were significant and were not offset by the benefits demonstrated by ILUVIEN in these clinical trials. In its second CRL, the FDA indicated that we would need to conduct two additional clinical trials to demonstrate that ILUVIEN is safe and effective for the proposed indication. During the second quarter of 2012, we met with the FDA in an effort to gain a better understanding of the regulatory path for ILUVIEN in the U.S. Based upon this meeting, we submitted a response to the second CRL to the FDA in the first quarter of 2013, which included additional analysis of the benefits and risks of ILUVIEN based upon clinical data available from the FAME Study. We do not plan to conduct additional trials for DME at this time. We commenced operations in June 2003. Since our inception we have incurred significant losses. As of December 31, 2012, we have accumulated a deficit of $231.1 million. We expect to incur substantial losses through the projected commercialization of ILUVIEN as we: As of December 31, 2012, we had approximately $49.6 million in cash and cash equivalents. We plan to proceed with the direct commercialization of ILUVIEN in Germany, the United Kingdom and France in 2013. We believe that we has sufficient funds available to fund our operations beyond the projected commercialization of ILUVIEN in these EU countries. We do not expect the generation of revenue until 2013, and therefore do not expect to have positive cash flow from operations until 2014, if at all. If ILUVIEN is not approved in additional jurisdictions or does not generate sufficient revenue, we may adjust our commercial plans so that we can continue to operate with our existing cash resources or seek to raise additional financing. Our Agreement with pSivida US, Inc. We entered into an agreement with pSivida US, Inc. (pSivida) for the use of fluocinolone acetonide (FAc) in pSivida’s proprietary delivery device in February 2005, which was subsequently amended and restated in 2008. pSivida is a global drug delivery company committed to the biomedical sector and the development of drug delivery products. Our agreement with pSivida provides us with a worldwide exclusive license to develop and sell ILUVIEN, which consists of a tiny polyimide tube with membrane caps that is filled with FAc in a polyvinyl alcohol matrix for delivery to the back of the eye for the treatment and prevention of eye diseases in humans (other than uveitis). This agreement also provides us with a worldwide non-exclusive license to develop and sell pSivida’s proprietary delivery device to deliver other corticosteroids to the back of the eye for the treatment and prevention of eye diseases in humans (other than uveitis) or to treat DME by delivering a compound to the back of the eye through a direct delivery method through an incision required for a 25-gauge or larger needle. We do not have the right to develop and sell pSivida’s proprietary delivery device for indications for diseases outside of the eye or for the treatment of uveitis. Further, our agreement with pSivida permits pSivida to grant to any other party the right to use its intellectual property (i) to treat DME through an incision smaller than that required for a 25-gauge needle, unless using a corticosteroid delivered to the back of the eye, (ii) to deliver any compound outside the back of the eye unless it is to treat DME through an incision required for a 25-gauge or larger needle, or (iii) to deliver non-corticosteroids to the back of the eye, unless it is to treat DME through an incision required for a 25-gauge or larger needle. The agreement provides that after commercialization of ILUVIEN, profits, as defined in the amended and restated agreement, will provide us with 80% of the net profits and pSivida with 20% of the net profits. In connection with this arrangement we are entitled to recover 20% of commercialization costs of ILUVIEN, as defined in the agreement, incurred prior to product profitability out of pSivida’s share of net profits. As of December 31, 2012 and 2011, pSivida owed us $5.6 47 • complete the clinical development and registration of ILUVIEN; • prepare for the anticipated commercial launch of ILUVIEN in the EU in 2013, at the earliest; • continue to seek regulatory approval of ILUVIEN in the U.S. and other jurisdictions; • evaluate the use of ILUVIEN for the treatment of other diseases; and • advance the clinical development of other new product candidates either currently in our pipeline, or that we may license or acquire in the future. Table of Contents million and $4.1 million, respectively, in commercialization costs. Due to the uncertainty of future profits from ILUVIEN, we have fully reserved these amounts in the accompanying unaudited consolidated financial statements. We will owe pSivida an additional milestone payment of $25.0 million if ILUVIEN is approved by the FDA. If we were to enter into any sub-license of ILUVIEN, we must share 20% of net profits and 33% of any lump sum milestone payments received from a sub-licensee, as defined in the agreement, with pSivida. Our Credit Facility Term Loan Agreement On October 14, 2010 (Effective Date), we entered into a Loan and Security Agreement (Term Loan Agreement) with Silicon Valley Bank and MidCap Financial LLP (Lenders). Pursuant to the original terms of the Term Loan Agreement, we were entitled to borrow up to $12.5 million, of which $6.25 million (Term Loan A) was advanced to us on the Effective Date. We were entitled to draw down the remaining $6.25 million under the Term Loan (Term Loan B and together with Term Loan A, the Term Loan) if the FDA approved our NDA for ILUVIEN prior to or on July 31, 2011. On May 16, 2011, the Lenders and we amended the Term Loan Agreement (Term Loan Modification) to, among other things, extend until December 31, 2011 the date by which the FDA must have approved the NDA in order for us to draw down Term Loan B and increase the amount of Term Loan B by $4.75 million to $11.0 million. In addition, the maturity date of the Term Loan was extended from October 31, 2013 to April 30, 2014 (Term Loan Maturity Date). As a result of the issuance of the second CRL by the FDA in November 2011, we did not draw down Term Loan B by December 31, 2011 and the availability to draw down Term Loan B expired. We will owe the Lenders a final interest payment on the Term Loan Maturity Date equal to 4% of the total amount borrowed. As of December 31, 2012 and 2011, we recognized $209,000 and $128,000, respectively, of accrued interest expense, which is included in other long-term liabilities, for the final interest payment. We were required to pay interest on Term Loan A at a rate of 11.5% on a monthly basis through July 31, 2011, and since August 2011, we have been required to repay the principal in 33 equal monthly installments plus interest at a rate of 11.5%. If we repay Term Loan A prior to maturity, we must pay to the Lenders a prepayment fee equal to 1.0% of the total amount of principal then outstanding, provided that such fee will be reduced by 50% in the event that the prepayment occurs in connection with an acquisition of us. To secure the repayment of any amounts borrowed under the Term Loan Agreement, we granted to the Lenders a first priority security interest in all of our assets, including our intellectual property, however, the lien on our intellectual property will be released if we meet certain financial conditions. The occurrence of an event of default could result in the acceleration of our obligations under the Term Loan Agreement and an increase to the applicable interest rate, and would permit the Lenders to exercise remedies with respect to the collateral under the Term Loan Agreement. We also agreed not to pledge or otherwise encumber our intellectual property assets. Additionally, we must seek the Lenders’ approval prior to the payment of any cash dividends to our stockholders. On the Effective Date, we issued to the Lenders warrants to purchase an aggregate of up to 39,773 shares of our common stock. Each of the warrants is exercisable immediately, has a per-share exercise price of $11.00 and has a term of 10 years. We estimated the fair value of warrants granted using the Black-Scholes option pricing model. The aggregate fair value of the warrants was estimated to be $389,000. We allocated a portion of the proceeds from the Term Loan Agreement to the warrants in accordance with Accounting Standards Codification (ASC) 470-20-25-2, Debt Instruments with Detachable Warrants . As a result, we recorded a discount of $366,000 which is being amortized to interest expense using the effective interest method. The Lenders will have certain registration rights with respect to the shares of common stock issuable upon exercise of all of their warrants. We paid to the Lenders an upfront fee of $62,500 on the Effective Date and an additional fee of $50,000 in connection with the Term Loan Modification. In accordance with ASC 470-50-40-17, Debt — Modifications and Extinguishments , we are amortizing the unamortized discount on Term Loan A and the $50,000 modification fee over the remaining term of Term Loan A, as modified. The Lenders also hold warrants to purchase an aggregate of up to 69,999 shares of our common stock, which would have been exercisable only if Term Loan B had been advanced. As a result of the issuance of the second CRL by the FDA in November 2011, we did not draw down Term Loan B by December 31, 2011 and the ability to draw down Term Loan B expired. Consequently, the warrants issued to the Lenders in connection with Term Loan B are not exercisable. We are required to maintain our primary operating and other deposit accounts and securities accounts with Silicon Valley Bank, which accounts must represent at least 50% of the dollar value of our accounts at all financial institutions. 48 Table of Contents The weighted average interest rate of our notes payable to Silicon Valley Bank and MidCap Financial LLP approximates the rate at which we could obtain alternative financing; therefore, the carrying amount of the notes approximates their fair value. On February 6, 2012, we received a letter from the Lenders stating that they reserve the right to assert that recent events, including the issuance by the FDA of the second CRL and a decrease in the market value of our public equity securities, may represent a material impairment of the value of the collateral under the Loan Agreements. To date, the Lenders have not made such an assertion, and in our opinion a material impairment of the value of the collateral has not occurred. Working Capital Revolver Also on the Effective Date, we entered into a Loan and Security Agreement with Silicon Valley Bank, pursuant to which we obtained a secured revolving line of credit (Working Capital Revolver) from Silicon Valley Bank with borrowing availability up to $20.0 million (Revolving Loan Agreement). On May 16, 2011, Silicon Valley Bank and we amended the Revolving Loan Agreement to extend the maturity date of the Working Capital Revolver from October 31, 2013 to April 30, 2014. The Working Capital Revolver is a working capital-based revolving line of credit in an aggregate amount of up to the lesser of (i) $20.0 million, or (ii) 85% of eligible domestic accounts receivable. As of December 31, 2012 and 2011, respectively, no amounts under the Working Capital Revolver were outstanding or available to us. We may only draw on the revolving line of credit against eligible U.S. domestic accounts receivable, which we would not expect to have prior to the launch of ILUVIEN in the U.S. Therefore, the revolving line of credit, which expires in April 2014, is not currently, and may never be, available to us. Amounts advanced under the Working Capital Revolver will bear interest at an annual rate equal to Silicon Valley Bank’s prime rate plus 2.50% (with a rate floor of 6.50%). Interest on the Working Capital Revolver will be due monthly, with the balance due at the maturity date. On the Effective Date, we paid to Silicon Valley Bank an upfront fee of $100,000. In addition, if we terminate the Working Capital Revolver prior to maturity, we will be required to pay to Silicon Valley Bank a fee of $200,000, provided that such fee will be reduced by 50% in the event such termination is in connection with an acquisition of us. To secure the repayment of any amounts borrowed under the Revolving Loan Agreement, we granted to Silicon Valley Bank a first priority security interest in all of our assets, including our intellectual property, however, the lien on our intellectual property will be released if we meet certain financial conditions. The occurrence of an event of default could result in the acceleration of our obligations under the Revolving Loan Agreement and an increase to the applicable interest rate, and would permit Silicon Valley Bank to exercise remedies with respect to the collateral under the Revolving Loan Agreement. We also agreed not to pledge or otherwise encumber our intellectual property assets. Additionally, we must seek Silicon Valley Bank’s approval prior to the payment of any cash dividends to our stockholders. Financial Operations Overview We do not expect to generate any significant additional revenue until after the anticipated EU commercial launch of ILUVIEN in 2013, or unless or until we obtain regulatory approval in additional jurisdictions of, and commercialize, our product candidates or in-license additional products that generate revenue. In addition to generating revenue from product sales, we intend to seek to generate revenue from other sources such as upfront fees, milestone payments in connection with collaborative or strategic relationships, and royalties resulting from the licensing of our product candidates and other intellectual property. We expect any revenue we generate will fluctuate from quarter to quarter as a result of the nature, timing and amount of any milestone payments we may receive from potential collaborative and strategic relationships, as well as revenue we may receive upon the sale of our products to the extent any are successfully commercialized. Research and Development Expenses Substantially all of our research and development expenses incurred to date related to our continuing operations have been related to the development of ILUVIEN. In the event the FDA approves our NDA for ILUVIEN, we will owe an additional milestone payment of $25.0 million to pSivida. We anticipate that we will incur additional research and development expenses in the future as we evaluate and possibly pursue the regulatory approval of ILUVIEN in additional jurisdictions, the development of ILUVIEN for additional indications, or develop additional product candidates. We recognize research and development expenses as they are incurred. Our research and development expenses consist primarily of: 49 • salaries and related expenses for personnel; Table of Contents We expense both internal and external development costs as they are incurred. We expect that a large percentage of our research and development expenses in the future will be incurred in support of our current and future technical, preclinical and clinical development programs. These expenditures are subject to numerous uncertainties in terms of both their timing and total cost to completion. We expect to continue to develop stable formulations of our product candidates, test such formulations in preclinical studies for toxicology, safety and efficacy and to conduct clinical trials for each product candidate. We anticipate funding clinical trials ourselves, but we may engage collaboration partners at certain stages of clinical development. As we obtain results from clinical trials, we may elect to discontinue or delay clinical trials for certain product candidates or programs in order to focus our resources on more promising product candidates or programs. Completion of clinical trials by us or our future collaborators may take several years or more, the length of time generally varying with the type, complexity, novelty and intended use of a product candidate. The costs of clinical trials may vary significantly over the life of a project owing to but not limited to the following: Our expenses related to clinical trials are based on estimates of the services received and efforts expended pursuant to contracts with multiple research institutions and CROs that conduct and manage clinical trials on our behalf. The financial terms of these agreements are subject to negotiation and vary from contract to contract and may result in uneven payment flows. Generally, these agreements set forth the scope of work to be performed at a fixed fee or unit price. Payments under the contracts depend on factors such as the successful enrollment of patients or the completion of clinical trial milestones. Expenses related to clinical trials generally are accrued based on contracted amounts applied to the level of patient enrollment and activity according to the protocol. If timelines or contracts are modified based upon changes in the clinical trial protocol or scope of work to be performed, we modify our estimates of accrued expenses accordingly on a prospective basis. Our most advanced product candidate is ILUVIEN, which has received marketing authorization in the United Kingdom, Austria, France, Germany, Portugal, and Spain, and has been recommended for marketing authorization in Italy, for the treatment of vision impairment associated with chronic DME considered insufficiently responsive to available therapies. ILUVIEN has not been approved in the U.S. by the FDA or in any jurisdiction other than as set forth above. In order to grant marketing approval, a health authority such as the FDA or foreign regulatory agencies must conclude that clinical and preclinical data establish the safety and efficacy of our product candidates with an appropriate benefit to risk profile relevant to a particular indication, and that the product can be manufactured under current Good Manufacturing Practice (cGMP) in a reproducible manner to deliver the product’s intended performance in terms of its stability, quality, purity and potency. Until our submissions are reviewed by health authorities, there is no way to predict the outcome of their review. Even if the clinical studies meet their predetermined primary endpoints, and a registration dossier is accepted for filing, a health authority could still determine that an appropriate benefit to risk relationship does not exist for the indication that we are seeking. We cannot forecast with any degree of certainty which of our product candidates will be subject to future collaborations or how such 50 • fees paid to consultants and contract research organizations (CRO) in conjunction with independently monitoring clinical trials and acquiring and evaluating data in conjunction with clinical trials, including all related fees such as investigator grants, patient screening, lab work and data compilation and statistical analysis; • costs incurred with third parties related to the establishment of a commercially viable manufacturing process for our product candidates; • costs related to production of clinical materials, including fees paid to contract manufacturers; • costs related to upfront and milestone payments under in-licensing agreements; • costs related to compliance with FDA, EU or other regulatory requirements; • consulting fees paid to third-parties involved in research and development activities; and • costs related to stock options or other stock-based compensation granted to personnel in development functions. • the number of sites included in the trials; • the length of time required to enroll eligible patients; • the number of patients that participate in the trials; • the number of doses that patients receive; • the drop-out or discontinuation rates of patients; • the duration of patient follow-up; • the phase of development the product candidate is in; and • the efficacy and safety profile of the product candidate. Table of Contents arrangements would affect our development plan or capital requirements. As a result of the uncertainties discussed above, we are unable to determine the duration and completion costs of our development projects or when and to what extent we will receive cash inflows from the commercialization and sale of an approved product candidate. General and Administrative Expenses General and administrative expenses consist primarily of compensation for employees in executive and administrative functions, including finance, accounting and human resources. Other significant costs include facilities costs and professional fees for accounting and legal services, including legal services associated with obtaining and maintaining patents. We expect to continue to incur significant costs to comply with the corporate governance, internal control and similar requirements applicable to public companies. Marketing Expenses Marketing expenses consist primarily of professional fees and compensation for employees to assess the commercial opportunity of and developing market awareness and launch plans for ILUVIEN. Other costs include professional fees associated with developing plans for our product candidates and maintaining public relations. We expect significant increases in our marketing and selling expenses as we prepare for the commercialization of ILUVIEN in the EU. We plan to proceed with the direct commercialization of ILUVIEN in Germany, the United Kingdom and France in 2013. Currently we are engaged, with the assistance of local consultants, in the pricing and reimbursement process in these countries and are developing related market access plans. We have hired an Alimera European management team and, through outsourced third party providers, are developing an in country commercial infrastructure of approximately thirty people in management and the field combined including sales representatives, market access personnel and medical science liaisons. In preparation for a potential U.S. commercial launch of ILUVIEN, we began recruiting sales and marketing infrastructure personnel with extensive ophthalmic-based sales experience in the fourth quarter of 2010. We hired our marketing and managed markets directors, three sales directors and our four field-based managed markets managers but did not add the personnel and incur the costs of hiring and training an internal sales force. We entered into a relationship with OnCall LLC, a contract sales force company, and would have utilized their employees to act as our sales representatives if we had received approval of the ILUVIEN NDA from the FDA. Due to the receipt of the second CRL, we eliminated our sales management team and field-based managed markets managers, as well as certain general and administrative functions. We incurred $401,000 of personnel and severance costs related to this workforce reduction in December of 2011 of which $206,000 was payable at December 31, 2011. All amounts due at December 31, 2011 were paid to affected employees during the year ended December 31, 2012. In November 2012, we entered into an agreement with Quintiles Commercial Europe Limited. Under the Agreement, Quintiles Commercial Europe Limited and its affiliates (collectively, Quintiles Commercial) will provide certain services to us in relation to the commercialization of ILUVIEN, in certain countries in Europe under subsequent project orders. Such services may include marketing, brand management, sales promotion and detailing, market access, pricing and reimbursement support, regulatory, medical science liaison and communications and/or other advisory services. Currently we have entered into six project orders with Quintiles Commercial for the provision of sales, marketing, management, market access and medical science personnel in Germany, the United Kingdom and France. Under these project orders Quintiles Commercial currently employs 16 persons fully dedicated to Alimera and expects this number to grow to 25 by December 2013. Quintiles Commercial also employs 20 persons partially dedicated to Alimera in Germany, the United Kingdom and France. In accordance with the terms of these project orders, we will incur approximately $27.1 million in costs with Quintiles Commercial through 2015. For the year ended December 31, 2012, we incurred $1.3 million of expense associated with this agreement. At December 31, 2012, $2.4 million is included in outsourced services payable and $1.3 million is included in prepaid expenses and other current assets in our accompanying consolidated financial statements in association with these project orders. Interest and Other Income Interest income consists primarily of interest earned on our cash, cash equivalents and investments. Interest Expense In October 2010, we drew the Initial Tranche of $6.25 million on our term loan from Silicon Valley Bank and MidCap Financial LLP which accrues interest at the rate of 11.5% per annum and is payable monthly. 51 Table of Contents Change in Fair Value of Derivative Warrant Liability Warrants to purchase our Series A Convertible Preferred Stock or common stock that do not meet the requirements for classification as equity, in accordance with the Derivatives and Hedging Topic of the Financial Accounting Standards Board Accounting Standards Codification (FASB ASC), are classified as liabilities. We record these derivative financial instruments as liabilities in our balance sheet measured at their fair value. We record the changes in fair value of such instruments as non-cash gains or losses in the consolidated statements of operations. Basic and Diluted Net Loss Applicable to Common Stockholders per Common Share We calculated net loss per share in accordance with ASC 260, Earning Per Share . We had a net loss for all periods presented; accordingly, the inclusion of common stock options and warrants would be anti-dilutive. Dilutive common stock equivalents would include the dilutive effect of convertible securities, common stock options, warrants for convertible securities and warrants for common stock equivalents. Potentially dilutive weighted average common stock equivalents totaled approximately 858,814, and 1,489,869 for the years ended December 31, 2012 and 2011, respectively. Potentially dilutive common stock equivalents were excluded from the diluted earnings per share denominator for all periods of net loss because of their anti-dilutive effect. Therefore, for the years ended December 31, 2012 and 2011, the weighted average shares used to calculate both basic and diluted loss per share are the same. Critical Accounting Policies and Estimates Our discussion and analysis of our financial condition and results of operations are based on our consolidated financial statements which have been prepared in accordance with accounting principles generally accepted in the U.S. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses. On an ongoing basis, we evaluate these estimates and judgments, including those described below. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. These estimates and assumptions form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results and experiences may differ materially from these estimates. We believe that the following accounting policies are the most critical to aid you in fully understanding and evaluating our reported financial results and affect the more significant judgments and estimates that we use in the preparation of our consolidated financial statements. Clinical Trial Prepaid and Accrued Expenses We record prepaid assets and accrued liabilities related to clinical trials associated with CROs, clinical trial investigators and other vendors based upon amounts paid and the estimated amount of work completed on each clinical trial. The financial terms of agreements vary from vendor to vendor and may result in uneven payment flows. As such, if we have advanced funds exceeding our estimate of the work completed, we record a prepaid asset. If our estimate of the work completed exceeds the amount paid, an accrued liability is recorded. All such costs are charged to research and development expenses based on these estimates. Our estimates may or may not match the actual services performed by the organizations as determined by patient enrollment levels and related activities. We monitor patient enrollment levels and related activities to the extent possible through internal reviews, correspondence and discussions with our CROs and review of contractual terms. However, if we have incomplete or inaccurate information, we may underestimate or overestimate activity levels associated with various clinical trials at a given point in time. In this event, we could record significant research and development expenses in future periods when the actual level of activities becomes known. To date, we have not experienced material changes in these estimates. Additionally, we do not expect material adjustments to research and development expenses to result from changes in the nature and level of clinical trial activity and related expenses that are currently subject to estimation. In the future, as we expand our clinical trial activities, we expect to have increased levels of research and development costs that will be subject to estimation. Research and Development Costs Research and development expenditures are expensed as incurred, pursuant to ASC 730, Research and Development . Costs to license technology to be used in our research and development that have not reached technological feasibility, defined as FDA approval for our current product candidates, and have no alternative future use are expensed when incurred. Payments to licensors that relate to the achievement of preapproval development milestones are recorded as research and development expense when incurred. Stock-Based Compensation We have stock option plans which provide for grants of stock options to employees, directors and consultants or other service providers to purchase shares of our common stock at exercise prices generally equal to the fair values of such stock at the dates of grant. Compensation cost is recognized for all share-based awards based on the grant date fair value in accordance 52 Table of Contents with the provisions of ASC 718, Compensation — Stock Compensation . We recognize the grant date fair value as compensation cost of employee stock-based awards using the straight-line method over the actual vesting period, adjusted for our estimates of forfeiture. Typically, we grant stock options with a requisite service period of four years from the grant date. We have elected to use the Black-Scholes option pricing model to determine the fair value of stock-based awards. We concluded that this was the most appropriate method by which to value our share-based payment arrangements, but if any share-based payment instruments should be granted for which the Black-Scholes method does not meet the measurement objective as stated within ASC 718, we will utilize a more appropriate method for valuing that instrument. However, we do not believe that any instruments granted to date and accounted for under ASC 718 would require a method other than the Black-Scholes method. Our determination of the fair market value of share-based payment awards on the grant date using option valuation models requires the input of highly subjective assumptions, including the expected price volatility and option life. For the calculation of expected volatility, because we lack significant company-specific historical and implied volatility information, we estimate our volatility by utilizing an average of volatilities of publicly traded companies, including our own, deemed similar to us in terms of product composition, stage of lifecycle, capitalization and scope of operations. We intend to continue to consistently apply this process using this same index until a sufficient amount of historical information regarding the volatility of our own share price becomes available. To estimate the expected term, we utilize the “simplified” method for “plain vanilla” options as discussed within the Securities and Exchange Commission’s (SEC) Statement of Accounting Bulletin (SAB) 107. We believe that all factors listed within SAB 107 as pre-requisites for utilizing the simplified method are true for us and for our share-based payment arrangements. We intend to utilize the simplified method for the foreseeable future until more detailed information about exercise behavior will be more widely available. Income Taxes We recognize deferred tax assets and liabilities for temporary differences between the financial reporting basis and the tax basis of our assets and liabilities in accordance with ASC 740, Income Taxes . We evaluate the positive and negative evidence bearing upon the realizability of our deferred tax assets on an annual basis. Significant management judgment is involved in determining the provision for income taxes, deferred tax assets and liabilities, and any valuation allowance recorded against net deferred tax assets. Due to uncertainties with respect to the realization of our deferred tax assets due to our history of operating losses, a valuation allowance has been established against our deferred tax asset balances to reduce the net carrying value to an amount that is more likely than not to be realized. As a result we have fully reserved against the deferred tax asset balances. The valuation allowances are based on our estimates of taxable income in the jurisdictions in which we operate and the period over which deferred tax assets will be recoverable. In the event that actual results differ from these estimates or we adjust these estimates in future periods, a change in the valuation allowance may be needed, which could materially impact our financial position and results of operations. Our deferred tax assets primarily consist of net operating loss (NOL) carry-forwards. At December 31, 2012 we had federal NOL carry-forwards of approximately $142.5 million and state NOL carry-forwards of approximately $126.0 million, respectively, that are available to reduce future income otherwise taxable. If not utilized, the federal NOL carry-forwards will expire at various dates between 2023 and 2032 and the state NOL carry-forwards will expire at various dates between 2020 and 2032. We periodically evaluate our NOL carry-forwards and whether certain changes in ownership have occurred that would limit our ability to utilize a portion of our NOL carry-forwards. If it is determined that significant ownership changes have occurred since these NOLs were generated, we may be subject to annual limitations on the use of these NOLs under Internal Revenue Code (IRC) Section 382 (or comparable provisions of state law). The issuance of the Series A Convertible Preferred Stock on October 2, 2012 constituted such a change in ownership. We are currently performing a formal analysis of our NOLs in connection with IRC Section 382 as a result of this change to determine the extent of the limitation of our NOL carry-forwards. In the event that we were to determine that we are able to realize any of our net deferred tax assets in the future, an adjustment to the valuation allowance would increase net income in the period such determination was made. We believe that the most significant uncertainty that will impact the determination of our valuation allowance will be our estimation of the extent and timing of future net income, if any. We considered our income tax positions for uncertainty in accordance with ASC 740. We believe our income tax filing positions and deductions are more likely than not of being sustained on audit and do not anticipate any adjustments that will result in a material change to our financial position; therefore, we have not recorded ASC 740 liabilities. We recognize accrued interest and penalties related to unrecognized tax benefits as interest expense and income tax expense, respectively, in our statements of operations. Our tax years since 2003 remain subject to examination in Georgia, Tennessee, and on the federal level. We do not anticipate any material changes to our uncertain tax positions within the next 12 months. 53 Table of Contents Results of Operations The following discussion should be read in conjunction with our consolidated financial statements. Year ended December 31, 2012 compared to the year ended December 31, 2011 Research and development expenses. Research and development expenses increased by approximately $800,000, or 11%, to approximately $7.9 million for the year ended December 31, 2012 compared to approximately $7.1 million for the year ended December 31, 2011. The increase was primarily attributable to increases of $2.3 million in costs related to a consultant engaged to assist with the continued pursuit of approval of ILUVIEN in the U.S., $240,000 in costs related to our third party reading center for additional analysis of photographs of the retina of patients of our FAME Study to be included in the response to the second CRL from the FDA and $240,000 in costs related to the physician utilization study which is being conducted to assess the safety and utility of the commercial version of the applicator for ILUVIEN, offset by decreases of $940,000 in costs associated with terminating our medical science liaisons to engage with retinal specialists in the study of ILUVIEN in the U.S., $360,000 in costs associated with establishing manufacturing capabilities with our third party manufacturer for ILUVIEN, $220,000 in costs associated with certain types of NADPH oxidase inhibitors which was terminated in 2011 as we terminated our license agreements with Emory University, $210,000 in costs associated with the CROs of our FAME Study as the CROs completed their work in 2011 and $140,000 in costs associated with our ancillary studies. General and administrative expenses. General and administrative expenses increased by approximately $400,000, or 6%, to approximately $6.6 million for the year ended December 31, 2012 compared to approximately $6.2 million for the year ended December 31, 2011. The increase was primarily attributable to increases of $270,000 in costs related to professional legal fees as we expanded our operations into the EU, $220,000 in costs related to fulfilling the registration obligations associated with the Series A Convertible Preferred Stock financing and $150,000 in costs associated with recruiting an EU managing director to lead our expansion into the EU, offset by a decrease of $310,000 in salary expense as a result of our workforce reduction in the U.S. initiated in late 2011 as a result of the issuance of the FDA's second CRL. Marketing expenses. Marketing expenses decreased by approximately $600,000, or 7%, to approximately $7.5 million for the year ended December 31, 2012 compared to approximately $8.1 million for the year ended December 31, 2011. The decrease was primarily attributable to a decrease of $4.3 million in costs associated with the previously expected commercial launch of ILUVIEN in the U.S., including decreases of $1.2 million in costs related to our advertising agency’s development of a detailed advertising and promotional plan for the previously anticipated U.S. commercial launch of ILUVIEN, $1.1 million in costs related to the hiring of additional key personnel in advance of the previously anticipated U.S. commercial launch of ILUVIEN and $1.0 million in costs associated with establishing our U.S. managed care programs, offset by an increase of $3.6 million in costs associated with our pre-launch activities in Europe, including increases of $1.5 million in costs related to the development of a detailed advertising and promotional plan in the EU, $1.2 million in costs associated with contracting with Quintiles Commercial for marketing, brand management, sales promotion and detailing, market access, pricing and reimbursement support, regulatory, medical science liaison and communications and/or other advisory services in the EU and $500,000 of costs associated with conducting local business in the EU as we establish our marketing presence. Interest expense. Interest expense decreased by approximately $300,000, or 27%, to approximately $800,000 for the year ended December 31, 2012 compared to approximately $1.1 million for the year ended December 31, 2011. The decrease was primarily attributable to lower average principal balances associated with our notes payable to Silicon Valley Bank and MidCap Financial LLP as we make monthly principal and interest payments. 54 Years Ended December 31, 2012 2011 (In thousands) RESEARCH AND DEVELOPMENT EXPENSES $ 7,935 $ 7,100 GENERAL AND ADMINISTRATIVE EXPENSES 6,575 6,203 MARKETING EXPENSES 7,529 8,104 OPERATING EXPENSES 22,039 21,407 INTEREST AND OTHER INCOME 5 16 INTEREST EXPENSE (795 ) (1,125 ) CHANGE IN FAIR VALUE OF DERIVATIVE WARRANT LIABILITY 3,083 — NET LOSS $ (19,746 ) $ (22,516 ) Table of Contents Change in fair value of derivative warrant liability. During the year ended December 31, 2012, we recognized a gain of approximately $3.1 million related to the decrease in the fair value of our derivative warrant liability. The change in fair value was primarily due to a decrease in the fair market value of our underlying common stock since the issuance date of the warrants. Liquidity and Capital Resources To date we have incurred recurring losses, negative cash flow from operations, and have accumulated a deficit of $231.1 million from our inception through December 31, 2012. We have funded our operations through the public and private placement of common stock, preferred stock, warrants and convertible debt, the sale of certain assets of the non-prescription business in which we were previously engaged, and certain debt facilities. On October 2, 2012, we closed a preferred stock financing in which we sold units consisting of 1,000,000 shares of Series A Convertible Preferred Stock and warrants to purchase 300,000 shares of Series A Convertible Preferred Stock for gross proceeds of $40.0 million, prior to the payment of approximately $460,000 of related issuance costs. In October 2010, we obtained a $32.5 million senior secured credit facility (Credit Facility) to help fund our working capital requirements. The Credit Facility consisted of a $20.0 million revolving line of credit and a $12.5 million term loan. The lenders advanced $6.25 million under the term loan in October 2010. To secure the repayment of any amounts borrowed under the Credit Facility, we granted to the lenders a first priority security interest in all of our assets, including our intellectual property, however, the lien on our intellectual property will be released if we meet certain financial conditions. We also agreed not to pledge or otherwise encumber our intellectual property assets. In May 2011, the Credit Facility was amended to increase the term loan to $17.25 million, of which the remaining $11.0 million would have been advanced following FDA approval of ILUVIEN, but no later than December 31, 2011. Due to the issuance of the second CRL by the FDA in November 2011 regarding our NDA for ILUVIEN, the remaining $11.0 million is no longer available to us. Additionally, we may only draw on the revolving line of credit against eligible U.S. domestic accounts receivable, which we would not expect to have prior to the launch of ILUVIEN in the U.S., if any. Therefore, the revolving line of credit, which expires in April 2014, is not currently, and may never be, available to us. On February 6, 2012, we received a letter from the lenders stating that the they reserve the right to assert that recent events, including the issuance of the second CRL and a decrease in the market value of our public equity securities, may represent a material impairment of the value of the collateral under the loan agreements. To date, the lenders have not made such an assertion, and in our opinion a material impairment of the value of the collateral has not occurred. As of December 31, 2012, we had approximately $49.6 million in cash and cash equivalents. We plan to proceed with the direct commercialization of ILUVIEN in Germany, the United Kingdom and France in 2013. We believe that we have sufficient funds available to fund our operations beyond the projected commercialization of ILUVIEN in these EU countries. We do not expect the generation of revenue until 2013, and therefore do not expect to have positive cash flow from operations until 2014, if at all. If ILUVIEN is not approved in additional jurisdictions or does not generate sufficient revenue, we may adjust our commercial plans so that it can continue to operate with our existing cash resources or seek to raise additional financing. In the event additional financing is needed or desired, we may seek to fund our operations through the sale of equity securities, strategic collaboration agreements and debt financing. We cannot be sure that additional financing from any of these sources will be available when needed or that, if available, the additional financing will be obtained on terms favorable to us or our stockholders especially in light of the current difficult financial environment. If we raise additional funds by issuing equity securities, substantial dilution to existing stockholders would likely result and the terms of any new equity securities may have a preference over our common stock. If we attempt to raise additional funds through strategic collaboration agreements and debt financing, we may not be successful in obtaining collaboration agreements, or in receiving milestone or royalty payments under those agreements, or the terms of the debt may involve significant cash payment obligations as well as covenants and specific financial ratios that may restrict our ability to commercialize our product candidates or operate our business. For the twelve months ended December 31, 2012, cash used in our operations of $21.2 million was primarily due to our net loss of $19.7 million, increased by a non-cash gain of $3.1 million for a change in derivative warrant liability, decreased by non-cash charges of $1.8 million for stock compensation expense and other and $320,000 for depreciation and amortization expense and amortization of deferred financing costs. Further increasing our net cash used in operations were an increase in prepaid expenses and other current assets of $1.3 million and an increase in inventory of $720,000, offset by an increase in accrued expenses and other current liabilities of $1.5 million. The increase in prepaid expense and other current assets of $1.3 million was primarily due to a deposit with Quintiles Commercial for ongoing work. The increase in accrued expenses and other current liabilities was primarily due to increases of $2.4 million in amounts payable to Quintiles Commercial, $320,000 in amounts payable to our EU advertising agency, $250,000 in amounts payable to our third party reading center and $110,000 in amounts payable to the investigators in our FAME Study and ancillary clinical studies, offset by decreases of $590,000 in accrued 2011 bonuses paid to our employees during 2012, $520,000 in amounts owed to our vendors associated with the 55 Table of Contents establishment of our U.S. managed care programs in 2011 and paid in 2012 and $490,000 in amounts paid to our CROs in 2012. For the twelve months ended December 31, 2011, cash used in our operations of $20.7 million was primarily due to our net loss of $22.5 million decreased by non-cash charges of $1.9 million for stock compensation expense, and $130,000 for depreciation and amortization expense. Further increasing our net cash used in operations was a decrease in accounts payable, accrued liabilities and other current liabilities of $1.0 million offset by a decrease in prepaid and other current assets of $390,000. The decrease in accounts payable, accrued expenses and other current liabilities was primarily due to decreases of $1.1 million payable to the investigators in our FAME Study and ancillary clinical studies, $210,000 of amounts payable to providers of corporate communications and medical marketing services for pre-launch activities and $180,000 in amounts payable to our CROs, offset by increases of $220,000 in amounts payable to our vendors associated with the establishment of our managed care programs, $150,000 of amounts payable to vendors performing pharmaeconomic studies to evaluate the pricing of ILUVIEN in the U.S. and EU and $100,000 in employee expenses that were not paid until 2012. The decrease in prepaid and other current assets was primarily due to decreases of $240,000 in cash receivable for the U.S. government’s Qualifying Therapeutic Discovery Project Tax Credit and $200,000 in interest receivable on our investments in marketable securities. For the year ended December 31, 2012, net cash provided by our investing activities was approximately $480,000, which was primarily due to the maturities of investments in marketable securities. For the year ended December 31, 2011, net cash provided by our investing activities was $25.7 million, which was primarily due to the maturities of $25.8 million of investments in marketable securities, offset by purchases of $110,000 of property and equipment. For the year ended December 31, 2012, net cash provided by our financing activities was approximately $37.2 million, which was primarily due to gross proceeds of $40.0 million from the sale of our Series A Convertible Preferred Stock, offset by $2.5 million of principal payments on our notes payable to Silicon Valley Bank and MidCap Financial LLP and payments of $460,000 of the issuance costs associated with the closing of our Series A Convertible Preferred Stock financing. For the year ended December 31, 2011, net cash used in our financing activities was $410,000, which was primarily due to payments of $760,000 of principal on our notes payable to Silicon Valley Bank and MidCap Financial LLP, offset by proceeds of $390,000 from the exercises of stock options and purchases of common stock from our employee stock purchase plan. Off-Balance Sheet Arrangements We do not have any relationships with unconsolidated entities or financial partnerships, such as entities often referred to as structured finance or special purpose entities, that would have been established for the purpose of facilitating off-balance sheet arrangements (as that term is defined in Item 303(a)(4)(ii) of Regulation S-K) or other contractually narrow or limited purposes. As such, we are not exposed to any financing, liquidity, market or credit risk that could arise if we had engaged in those types of relationships. We enter into guarantees in the ordinary course of business related to the guarantee of our own performance and the performance of our subsidiaries. New Accounting Pronouncements From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board, or FASB, or other standard setting bodies that are adopted by us as of the specified effective date. Unless otherwise discussed, we believe that the impact of recently issued standards that are not yet effective will not have a material impact on our financial position or results of operations upon adoption. 56 Table of Contents ITEM 7A. QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT MARKET RISK Not applicable. ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA The consolidated financial statements and related consolidated financial statement schedules required to be filed are indexed on page 62 and are incorporated herein. ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE On August 23, 2012, the audit committee of our Board of Directors dismissed Deloitte & Touche LLP as our independent registered public accounting firm, effective as of August 23, 2012. Deloitte & Touche LLP's report on our consolidated financial statements for the fiscal year ended December 31, 2011 contained an explanatory paragraph regarding our ability to continue as a going concern. Other than such statement, no report of Deloitte & Touche LLP on our consolidated financial statements for the fiscal year ended December 31, 2011 contained an adverse opinion or disclaimer of opinion, or was qualified or modified as to uncertainty, audit scope or accounting principles. During the fiscal year ended December 31, 2011 and through August 23, 2012, there were no disagreement(s) with Deloitte & Touche LLP on any matter of accounting principles or practices, consolidated financial statement disclosure or auditing scope or procedure, which disagreement(s), if not resolved to the satisfaction of Deloitte & Touche LLP, would have caused Deloitte & Touche LLP to make reference to the subject matter of the disagreement in connection with its reports on our consolidated financial statements. On August 23, 2012, the audit committee of our Board of Directors approved the engagement of Grant Thornton LLP as our independent registered public accounting firm, subject to Grant Thornton LLP's acceptance of such engagement. On August 27, 2012, we formally engaged Grant Thornton LLP as our independent registered public accounting firm. ITEM 9A. CONTROLS AND PROCEDURES Evaluation of Disclosure Controls and Procedures Our management, with the participation of our Chief Executive Officer and our Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of December 31, 2012. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on the evaluation of our disclosure controls and procedures as of December 31, 2012, our Chief Executive Officer and Chief Financial Officer concluded that, as of such date, our disclosure controls and procedures were effective at the reasonable assurance level. Management’s Report on Internal Control over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act as a process designed by, or under the supervision of, our principal executive and principal financial officer and effected by our board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that: 57 • pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets; • Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and Table of Contents Under the supervision and with the participation of management, including our principal executive and financial officers, we assessed our internal control over financial reporting as of December 31, 2012, based on criteria for effective internal control over financial reporting established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on this assessment, our management concluded that we maintained effective internal control over financial reporting as of December 31, 2012 based on the specified criteria. Changes in Internal Control over Financial Reporting There has been no change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the fourth quarter of 2012 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. Limitations on the Effectiveness of Controls Control systems, no matter how well conceived and operated, are designed to provide a reasonable, but not an absolute, level of assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. Because of the inherent limitations in any control system, misstatements due to error or fraud may occur and not be detected. ITEM 9B. OTHER INFORMATION None. 58 • provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial statements. Table of Contents PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE Information required under this item will be contained in the Company’s Proxy Statement for the Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of the fiscal year ended December 31, 2012, under the captions “Election of Directors,” “Executive Officers,” “Corporate Governance”, and “Section 16(a) Beneficial Ownership Reporting Compliance” and is incorporated herein by reference pursuant to General Instruction G(3) to Form 10-K. ITEM 11. EXECUTIVE COMPENSATION Information required under this item will be contained in the Company’s Proxy Statement for the Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of the fiscal year ended December 31, 2012, under the captions “Corporate Governance” and “Executive Compensation,” and is incorporated herein by reference pursuant to General Instruction G(3) to Form 10-K, except that information required by Item 407(e)(5) of Regulation S-K will be deemed furnished in this Form 10-K and will not be deemed incorporated by reference into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except to the extent that we specifically incorporate it by reference into such filing. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS Except for the information set forth below, the information required under this item will be contained in the Company’s Proxy Statement for the Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of the fiscal year ended December 31, 2012, under the caption “Security Ownership by Certain Beneficial Owners and Management” and is incorporated herein by reference pursuant to General Instruction G(3) to Form 10-K. Equity Compensation Plan Information The following table provides information as of December 31, 2012, with respect to shares of our common stock that may be issued, subject to certain vesting requirements, under our existing equity compensation plans, including our 2010 Equity Incentive Plan (2010 Plan), 2005 Equity Incentive Plan (2005 Plan), 2004 Equity Incentive Plan (2004 Plan) and our 2010 Employee Stock Purchase Plan (ESPP). ____________________ 59 A B C Plan Category Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants, and Rights Weighted-Average Exercise Price of Outstanding Options, Warrants, and Rights Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (A) Equity compensation plans approved by security holders 5,575,647 (1) $ 2.74 1,434,461 (2) Equity compensation plans not approved by security holders — — — Total 5,575,647 $ 2.74 1,434,461 (1) Of these shares, 3,544,015 were subject to options then outstanding under the 2010 Plan, 1,644,796 were subject to options then outstanding under the 2005 Plan and 304,268 were subject to options then outstanding under the 2004 Plan. (2) Represents 956,003 shares of common stock available for issuance under our 2010 Plan and 478,458 shares of common stock available for issuance under our ESPP. No shares are available for future issuance under the 2005 Plan or 2004 Plan. In addition, our 2010 Plan provides for annual increases in the number of shares available for issuance thereunder on the first day of each fiscal year equal to the least of: (1) 2,000,000 shares of our common stock; (2) 4% of the shares of common stock outstanding at that time; and (3) such other amount as our board of directors may determine. On January 1, 2013, an additional 1,261,651 shares became available for future issuance under our 2010 Plan in accordance with the annual increase. In addition, our ESPP provides for annual increases in the number of shares available for issuance thereunder equal to such number of shares necessary to restore the number of shares reserved thereunder to 494,422 shares of our common stock. As such, on January 1, 2012, an additional 15,984 shares Table of Contents became available for future issuance under our ESPP. These additional shares from the annual increase under the 2010 Plan and the ESPP are not included in the table above. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE Information required under this item will be contained in the Company’s Proxy Statement for the Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of the fiscal year ended December 31, 2012, under the captions “Corporate Governance” and "Certain Relationships and Related Persons Transactions" and is incorporated herein by reference pursuant to General Instruction G(3) to Form 10-K. ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES Information required under this item will be contained in the Company’s Proxy Statement for the Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of the fiscal year ended December 31, 2012, under the caption “Ratification of Selection of Independent Registered Public Accounting Firm” and is incorporated herein by reference pursuant to General Instruction G(3) to Form 10-K. PART IV ITEM 15. EXHIBITS AND FINANCIAL STATEMENTS SCHEDULES The consolidated financial statements filed as part of this annual report on Form 10-K are listed and indexed at page 62. Certain schedules are omitted because they are not applicable, or not required, or because the required information is included in the consolidated financial statements or notes thereto. The Exhibits listed in the Exhibit Index immediately preceding the Exhibits are filed as part of this annual report on Form 10-K. 60 Table of Contents Signatures Pursuant to the requirements of Section 13 and 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this annual report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized, in Alpharetta, Georgia, on March 28, 2012 . Pursuant to the requirements of the Securities Act of 1934, this annual report on Form 10-K has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. 61 ALIMERA SCIENCES, INC. By: /s/ C. Daniel Myers President and Chief Executive Officer Signature Title Date /s/ C. Daniel Myers President, Chief Executive Officer and Director (Principal Executive Officer) March 28, 2012 C. Daniel Myers /s/ Richard S. Eiswirth, Jr. Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) March 28, 2012 Richard S. Eiswirth, Jr. /s/ Philip R. Tracy Chairman of the Board of Directors March 28, 2012 Philip R. Tracy /s/ Mark J. Brooks Director March 28, 2012 Mark J. Brooks /s/ Brian K. Halak, Ph.D. Director March 28, 2012 Brian K. Halak, Ph.D. /s/ James R. Largent. Director March 28, 2012 James R. Largent /s/ Peter J. Pizzo, III Director March 28, 2012 Peter J. Pizzo, III /s/ Calvin W. Roberts, M.D. Director March 28, 2012 Calvin W. Roberts, M.D. /s/ Glen Bradley, Ph.D. Director March 28, 2012 Glen Bradley, Ph.D. /s/ Garheng Kong, M.D., Ph.D. Director March 28, 2012 Garheng Kong, M.D., Ph.D. Table of Contents ALIMERA SCIENCES, INC. INDEX TO FINANCIAL STATEMENTS 62 Page Report of Independent Registered Public Accounting Firm 63 Report of Independent Registered Public Accounting Firm 64 Consolidated Financial Statements as of December 31, 2012 and 2011 and for the years ended December 31, 2012 and 2011: Consolidated Balance Sheets 65 Consolidated Statements of Operations 66 Consolidated Statements of Changes in Stockholders’ Equity 67 Consolidated Statements of Cash Flows 68 Notes to Consolidated Financial Statements 69 Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Stockholders of Alimera Sciences, Inc. Alpharetta, Georgia We have audited the accompanying consolidated balance sheet of Alimera Sciences, Inc. (a Delaware corporation) and subsidiaries (the “Company”) as of December 31, 2012, and the related consolidated statements of operations, changes in stockholders' equity, and cash flows for the year then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Alimera Sciences, Inc. and subsidiaries as of December 31, 2012, and the results of their operations and their cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America. As described in Note 3, the accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern. The Company's recurring net losses, negative cash flow from operations, accumulated deficit, and current lack of a commercial product raise substantial doubt about its ability to continue as a going concern. Management's plans concerning these matters are also discussed in Note 3. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. /s/ GRANT THORNTON LLP Atlanta, GA March 28, 2013 63 Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Stockholders of Alimera Sciences, Inc. Alpharetta, Georgia We have audited the accompanying balance sheet of Alimera Sciences, Inc. (the “Company”) as of December 31, 2011, and the related statements of operations, changes in stockholders' equity, and cash flows for the year in the period ended December 31, 2011. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. An audit includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, such financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2011, and the results of its operations and its cash flows for the year ended December 31, 2011 in conformity with accounting principles generally accepted in the United States of America. As described in Note 3, the accompanying financial statements have been prepared assuming the Company will continue as a going concern. The Company's recurring net losses, negative cash flow from operations, accumulated deficit, and current lack of a commercial product raise substantial doubt about its ability to continue as a going concern. Management's plans concerning these matters are also discussed in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. /s/ Deloitte & Touche LLP Atlanta, Georgia March 30, 2012 64 Table of Contents ALIMERA SCIENCES, INC. CONSOLIDATED BALANCE SHEETS AS OF DECEMBER 31, 2012 AND 2011 See Notes to Consolidated Financial Statements. 65 December 31, 2012 2011 (In thousands, except share and per share data) CURRENT ASSETS: Cash and cash equivalents $ 49,564 $ 33,108 Investments in marketable securities — 500 Prepaid expenses and other current assets 2,029 692 Inventory (Note 4) 719 — Deferred financing costs 95 201 Total current assets 52,407 34,501 PROPERTY AND EQUIPMENT — at cost less accumulated depreciation 114 197 TOTAL ASSETS $ 52,521 $ 34,698 CURRENT LIABILITIES: Accounts payable $ 1,973 $ 1,948 Accrued expenses (Note 6) 1,179 1,638 Outsourced services payable 2,616 658 Note payable (Note 8) 2,273 2,462 Capital lease obligations 6 12 Derivative warrant liability 4,418 — Total current liabilities 12,465 6,718 LONG-TERM LIABILITIES: Note payable, net of discount — less current portion (Note 8) 703 2,868 Other long-term liabilities 209 134 COMMITMENTS AND CONTINGENCIES (Note 9) STOCKHOLDERS’ EQUITY: Preferred stock, $.01 par value — 10,000,000 shares authorized at December 31, 2012 and 2011: Series A Convertible Preferred Stock, 1,300,000 authorized and 1,000,000 issued and outstanding at December 31, 2012 and no shares authorized, issued or outstanding at December 31, 2011; liquidation preference of $40,000 at December 31, 2012 and no liquidation preference at December 31, 2011 32,045 — Common stock, $.01 par value — 100,000,000 shares authorized, 31,541,286 shares issued and outstanding at December 31, 2012 and 31,427,355 shares issued and outstanding at December 31, 2011 315 314 Additional paid-in capital 237,485 235,619 Common stock warrants 415 415 Accumulated deficit (231,116 ) (211,370 ) TOTAL STOCKHOLDERS’ EQUITY 39,144 24,978 TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 52,521 $ 34,698 Table of Contents ALIMERA SCIENCES, INC. CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE YEARS ENDED DECEMBER 31, 2012 AND 2011 See Notes to Consolidated Financial Statements. 66 Years Ended December 31, 2012 2011 (In thousands, except share and per share data) RESEARCH AND DEVELOPMENT EXPENSES $ 7,935 $ 7,100 GENERAL AND ADMINISTRATIVE EXPENSES 6,575 6,203 MARKETING EXPENSES 7,529 8,104 OPERATING EXPENSES 22,039 21,407 INTEREST AND OTHER INCOME 5 16 INTEREST EXPENSE (795 ) (1,125 ) CHANGE IN FAIR VALUE OF DERIVATIVE WARRANT LIABILITY 3,083 — NET LOSS $ (19,746 ) $ (22,516 ) NET LOSS PER SHARE APPLICABLE TO COMMON SHAREHOLDERS — Basic and diluted $ (0.63 ) $ (0.72 ) WEIGHTED AVERAGE SHARES OUTSTANDING — Basic and diluted 31,462,120 31,362,574 Table of Contents ALIMERA SCIENCES, INC. CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY FOR THE YEARS ENDED DECEMBER 31, 2012 AND 2011 See Notes to Consolidated Financial Statements. 67 Common Stock Preferred Stock Additional Paid-In Capital Common Warrants Accumulated Deficit Shares Amount Shares Amount Total (In thousands, except share data) BALANCE — December 31, 2010 31,255,953 313 — — 233,338 415 (188,854 ) 45,212 Issuance of common stock 21,910 — — 154 — — 154 Exercise of stock options 144,787 1 — — 235 — — 236 Exercise of common stock warrants 4,705 — — — 19 — — 19 Stock compensation expense — — — — 1,873 — — 1,873 Net loss — — — — — — (22,516 ) (22,516 ) BALANCE — December 31, 2011 31,427,355 314 — — 235,619 415 (211,370 ) 24,978 Issuance of common stock 79,886 1 — — 37 — — 38 Exercise of stock options 34,045 — — — 52 — — 52 Issuance of preferred stock, net of issuance costs — — 1,000,000 32,045 — — — 32,045 Stock compensation expense — — — — 1,777 — — 1,777 Net loss — — — — — — (19,746 ) (19,746 ) BALANCE — December 31, 2012 31,541,286 $ 315 1,000,000 $ 32,045 $ 237,485 $ 415 $ (231,116 ) $ 39,144 Table of Contents ALIMERA SCIENCES, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2012 AND 2011 There were no income tax or dividend payments made for the years ended December 31, 2012 and 2011. See Notes to Consolidated Financial Statements. 68 Years Ended December 31, 2012 2011 (In thousands) CASH FLOWS FROM OPERATING ACTIVITIES: Net loss $ (19,746 ) $ (22,516 ) Depreciation and amortization 106 133 Stock compensation expense and other, net of taxes paid 1,777 1,873 Amortization of deferred financing costs and debt discount 215 286 Gain on change in fair value of derivative warrant liability (3,083 ) — Unrealized investment loss — (2 ) Changes in assets and liabilities: Prepaid expenses and other current assets (1,337 ) 386 Inventory (719 ) — Accounts payable 25 271 Accrued expenses and other current liabilities 1,499 (1,275 ) Other long-term liabilities 81 128 Net cash used in operating activities (21,182 ) (20,716 ) CASH FLOWS FROM INVESTING ACTIVITIES: Proceeds from maturities of investments 500 25,830 Purchases of property and equipment (23 ) (110 ) Net cash provided by investing activities 477 25,720 CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from exercise of stock options 52 236 Proceeds from exercise of common stock warrants — 19 Proceeds from sale of common stock 38 154 Proceeds from issuance of Series A Convertible Preferred Stock 40,000 40,000,000 — Payment of Series A Convertible Preferred Stock offering costs (455 ) — Payment of debt issuance costs — (50 ) Payment of principal on note payable (2,462 ) (758 ) Payments on capital lease obligations (12 ) (11 ) Net cash provided by (used in) financing activities 37,161 (410 ) NET INCREASE IN CASH AND CASH EQUIVALENTS 16,456 4,594 CASH AND CASH EQUIVALENTS — Beginning of year 33,108 28,514 CASH AND CASH EQUIVALENTS— End of year $ 49,564 $ 33,108 SUPPLEMENTAL DISCLOSURES: Cash paid for interest $ 549 $ 656 Cash paid for employee taxes upon vesting of RSU's (Note 11) $ 48 $ — Table of Contents ALIMERA SCIENCES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Alimera Sciences, Inc., and its wholly-owned subsidiaries, (the Company) is a biopharmaceutical company that specializes in the research, development, and commercialization of ophthalmic pharmaceuticals. The Company was formed on June 4, 2003 under the laws of the State of Delaware. In April 2012, the Company established a wholly-owned subsidiary in the United Kingdom, Alimera Sciences Limited. As of December 31, 2012, Alimera Sciences Limited had two employees. Alimera Sciences Limited hired one additional employee in January, 2013. In November 2012, the Company established a wholly-owned subsidiary in the Netherlands, Alimera Sciences B.V. and in January 2013, the Company established two wholly-owned subsidiaries, AS C.V., in the Netherlands, and Alimera Sciences (DE) LLC, in the U.S. To date, Alimera Sciences B.V., AS C.V. and Alimera Sciences (DE) LLC have not hired any employees and do not expect to hire any during the year ending December 31, 2013. The Company is presently focused on diseases affecting the back of the eye, or retina, because the Company’s management believes these diseases are not well treated with current therapies and represent a significant market opportunity. The Company’s most advanced product candidate is ILUVIEN®, which has received marketing authorization in the United Kingdom, Austria, Portugal, France, Germany and Spain, and has been recommended for marketing authorization in Italy, for the treatment of vision impairment associated with chronic diabetic macular edema (DME) considered insufficiently responsive to available therapies. DME is a disease of the retina that affects individuals with diabetes and can lead to severe vision loss and blindness. The Company submitted a New Drug Application (NDA) in June 2010 for ILUVIEN in the U.S. with the U.S. Food and Drug Administration (FDA), followed by registration filings in the United Kingdom, Austria, France, Germany, Italy, Portugal and Spain under the European Union’s (EU) Decentralized Procedure (DCP) in July 2010, with the United Kingdom acting as the Reference Member State (RMS). The RMS is responsible for coordinating the review and approval process between itself and the other involved countries, or Concerned Member States. In November 2010, the Company received a Preliminary Assessment Report (PAR) from the RMS and in December 2010, it received a Complete Response Letter (CRL) from the FDA regarding its respective registration filings. The primary concerns expressed in both the PAR and the CRL centered on the benefits of ILUVIEN in treating DME patients versus the risk of its side effects. Upon further analysis of the FAME Study data through its final readout at month 36 , the Company determined that a pre-planned subgroup of chronic DME patients demonstrated a greater benefit to risk profile than the full population dataset in our original filings. The Company submitted its response to the CRL to the FDA in May 2011, including additional safety and efficacy data through month 36 of the FAME Study with an emphasis on the chronic DME subgroup. In July 2011, the Company submitted a draft response to the PAR to the MHRA, the regulatory body in the RMS, which included a similar data package. In November 2011, the FDA issued a second CRL to communicate that the NDA could not be approved in its then current form stating that the NDA did not provide sufficient data to support that ILUVIEN is safe and effective in the treatment of patients with DME. The FDA stated that the risks of adverse reactions shown for ILUVIEN in the FAME Study were significant and were not offset by the benefits demonstrated by ILUVIEN in these clinical trials. In its second CRL, the FDA indicated that the Company would need to conduct two additional clinical trials to demonstrate that the product is safe and effective for the proposed indication. During the second quarter of 2012, the Company met with the FDA in an effort to gain a better understanding of the regulatory path for ILUVIEN in the U.S. Based upon this meeting, the Company submitted a response to the second CRL to the FDA in the first quarter of 2013, which included additional analysis of the benefits and risks of ILUVIEN based upon clinical data available from the FAME Study. The Company does not plan to conduct additional trials for DME at this time. After meetings and discussions with the MHRA, the Company finalized and submitted its response to the PAR to the MHRA in November 2011. In February 2012, the Company received a Final Assessment Report (FAR) from the MHRA indicating that the United Kingdom, Austria, France, Germany, Italy, Portugal and Spain had reached a consensus that ILUVIEN was approvable and that the DCP was complete. Upon receipt of the FAR, the Company entered the national phase with each of these seven countries. As part of the approval process in these countries, the Company has committed to conduct a five -year, post-authorization, open label registry study of ILUVIEN in patients treated per the labeled indication. ILUVIEN has received marketing authorization in the United Kingdom, Austria, Portugal, France, Germany and Spain for the treatment of vision impairment associated with chronic DME considered insufficiently responsive to available therapies. 69 1. NATURE OF OPERATIONS Table of Contents ALIMERA SCIENCES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) The Company currently plans to launch ILUVIEN in Germany, the United Kingdom and France in 2013, and is pursuing pricing and reimbursement in those countries. In July 2012, the Company received a letter from Germany’s Federal Joint Committee indicating that the automatic obligation to submit a dossier on ILUVIEN, per the Arzneimittelmarkt-Neuordnungsgesetz law, would not be necessary, and that a benefit assessment would not be required. Receipt of this letter allows the Company to launch ILUVIEN in Germany without price restriction. In January 2013, the United Kingdom’s National Institute for Health and Clinical Excellence (NICE) published final guidance indicating that ILUVIEN is not cost effective for the treatment of vision impairment associated with chronic DME considered insufficiently responsive to available therapies given the cost of £5500 . The Company subsequently submitted a simple patient access scheme (PAS) for ILUVIEN to the Patient Access Schemes Liaison Unit (PASLU) at NICE. The PAS is currently under review by the PASLU which has been agreed to by the United Kingdom's Department of Health and is now under consideration by NICE for inclusion in its rapid review facility. Under this facility, the Appraisal Committee at NICE is expected to assess the impact of the ILUVIEN PAS on ILUVIEN's cost effectiveness and determine whether an update to the recently published final guidance is warranted. 70 Table of Contents ALIMERA SCIENCES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) Use of Estimates in Financial Statements — The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America and, as such, include amounts based on informed estimates and judgments of management. Actual results could differ from those estimates. The following accounting policies relate primarily to the continuing operations of the Company: Principles of Consolidation — The consolidated financial statements include the accounts of Alimera Sciences, Inc. and all subsidiaries. All significant inter-company balances have been eliminated in consolidation. Cash and Cash Equivalents — Cash and cash equivalents include cash and highly liquid investments that are readily convertible into cash and have a maturity of 90 days or less when purchased. Generally, cash and cash equivalents held at financial institutions are in excess of federally insured limits. The Company limits its exposure to credit loss by placing its cash and cash equivalents in highly liquid investments with high quality financial institutions. Cash and cash equivalents were approximately $49,564,000 and $33,108,000 at December 31, 2012 and 2011, respectively, with approximately 100.0% of these balances held in U.S. based financial institutions. Investments — In accordance with the Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 320, Debt and Equity Securities, the Company classifies its investments as trading securities. The Company recognizes the investments at fair value and includes all unrealized holding gains and losses in the consolidated statements of operations. Inventory — Inventories are stated at the lower of cost (first-in, first-out basis) or market (net realizable value). Costs include material, labor and manufacturing overhead. There were no inventory reserves recorded at December 31, 2012 and 2011. Samples — Samples consist of ILUVIEN applicators and applicator components to be used in the Company's sales and marketing efforts and are included in prepaid expenses and other current assets in the Company's consolidated balance sheets. Samples will be expensed upon distribution as a selling expense. Sample inventories included in prepaid expenses and other current assets at December 31, 2012 and 2011, were $65,000 and $0 , respectively. Long-Lived Assets — Property and equipment are stated at cost. Additions and improvements are capitalized while repairs and maintenance are expensed. Depreciation is provided on the straight-line method over the useful life of the related assets beginning when the asset is placed in service. The estimated useful lives of the individual assets are as follows: furniture and fixtures and manufacturing equipment, five years ; office equipment and leasehold improvements, 29 months to five years ; and software, three years . Impairment — Property and equipment and intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. When indicators of impairment are present, the Company evaluates the carrying amount of such assets in relation to the operating performance and future estimated undiscounted net cash flows expected to be generated by the assets. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. The assessment of the recoverability of assets will be impacted if estimated future operating cash flows are not achieved. Income Taxes — In accordance with ASC 740, Income Taxes , the Company recognizes deferred tax assets and liabilities for temporary differences between the financial reporting basis and the tax basis of its assets and liabilities. The Company records a valuation allowance against its net deferred tax asset to reduce the net carrying value to an amount that is more likely than not to be realized. Income tax positions are considered for uncertainty in accordance with ASC 740-10. The Company believes that its income tax filing positions and deductions will be sustained on audit and does not anticipate any adjustments that will result in a material change to its financial position; therefore, no ASC 740-10 liabilities have been recorded. The Company will recognize accrued interest and penalties related to unrecognized tax benefits, if any, as interest expense and income tax expense, respectively, in the consolidated statements of operations. Significant management judgment is involved in determining the provision for income taxes, deferred tax assets and liabilities, and any valuation allowance recorded against net deferred tax assets. Due to uncertainties with respect to the realization of deferred tax assets as a result of the Company's history of operating losses, a valuation allowance has been established against the entire net deferred tax asset balance. The valuation allowance is based on management’s estimates of 71 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Table of Contents ALIMERA SCIENCES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) taxable income in the jurisdictions in which the Company operates and the period over which deferred tax assets will be recoverable. In the event that actual results differ from these estimates or the Company adjusts these estimates in future periods, a change in the valuation allowance may be needed, which could materially impact the Company’s financial position and results of operations. Research and Development Costs — Research and development costs are expensed as incurred. Stock-Based Compensation — The Company has stock option plans which provide for grants of stock options to employees and directors to purchase shares of the Company’s common stock at exercise prices generally equal to the fair values of such stock at the dates of grant. Compensation cost is recognized for all share-based awards based on the grant date fair value in accordance with the provisions of ASC 718, Compensation — Stock Compensation . The fair values for the options are estimated at the dates of grant using a Black-Scholes option-pricing model. Additionally, the Company sponsors an employee stock purchase plan under which employees may elect payroll withholdings to fund purchases of the Company’s stock at a discount. The Company estimates the fair value of the option to purchase shares of the Company’s common stock using the Black-Scholes valuation model and recognizes compensation expense in accordance with the provisions of ASC 718-50, Employee Share Purchase Plans . Derivative Financial Instruments — The Company generally does not use derivative instruments to hedge exposures to cash flow or market risks. However, certain warrants to purchase Series A convertible Preferred Stock or common stock that do not meet the requirements for classification as equity, in accordance with the Derivatives and Hedging Topic of the ASC, are classified as liabilities. In such instances, net-cash settlement is assumed for financial reporting purposes, even when the terms of the underlying contracts do not provide for a net-cash settlement. These warrants are considered derivative instruments because the agreements provide for settlement in Series A Convertible Preferred Shares or common shares at the option of the holder, an adjustment to the warrant exercise price for common shares at some point in the future, and contain anti-dilution provisions whereby the number of shares for which the warrants are exercisable and/or the exercise price of the warrants are subject to change in the event of certain issuances of stock at prices below the then-effective exercise price of the warrants. The primary underlying risk exposure pertaining to the warrants is the change in fair value of the underlying common stock. Such financial instruments are initially recorded at fair value with subsequent changes in fair value recorded as a component of change in fair value of derivative warrant liability in the consolidated statements of operations in each reporting period. If these instruments subsequently meet the requirements for equity classification, the Company reclassifies the fair value to equity. At December 31, 2012, these warrants represented the only outstanding derivative instruments issued or held by the Company. There were no outstanding derivative instruments at December 31, 2011. Fair Value of Financial Instruments — The carrying amounts of the Company’s financial instruments, including cash and cash equivalents, and current liabilities approximate their fair value because of their short maturities. The carrying amounts of the Company’s investments are stated at their fair market value in accordance with ASC 820, Fair Value Measurements and Disclosures . The weighted average interest rate of the Company’s notes payable to Silicon Valley Bank and MidCap Financial LLP approximates the rate at which the Company could obtain alternative financing; therefore, the carrying amount of the notes approximates their fair value. The Company uses the Black-Scholes option pricing model and assumptions that consider, among other variables, the fair value of the underlying stock, risk-free interest rate, volatility, expected life and dividend rates in estimating fair value for the warrants considered to be derivative instruments. Assumptions used are generally consistent with those disclosed for stock based compensation (see Note 11). Foreign Currency Translation — The financial statements of foreign subsidiaries have been translated into U.S. Dollars in accordance with ASC 830-30, Translation of Financial Statements . The financial position and results of operations in the Company's foreign subsidiaries are in the foreign subsidiary's local currency as the functional currency. Expenses of such subsidiaries have been translated into U.S. Dollars at average rates prevailing during the period in which the activity took place. Gains and Losses that result from foreign currency transactions are included in general and administrative expenses in the consolidated statements of operations. During the years ended December 31, 2012 and 2011, the company incurred approximately $52,000 and $3,000 , respectively, in net foreign currency transaction losses. Assets and liabilities have been translated at the rates of exchanges on the balance sheet date. No translation adjustments have been recorded at December 31, 2012 and 2011, respectively. 72 Table of Contents ALIMERA SCIENCES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) Earnings (Loss) Per Share (EPS) — Basic EPS is calculated in accordance with ASC 260, Earnings per Share by dividing net income or loss attributable to common stockholders by the weighted average common stock outstanding. Diluted EPS is calculated in accordance with ASC 260 by adjusting weighted average common shares outstanding for the dilutive effect of common stock options, warrants, convertible preferred stock and accrued but unpaid convertible preferred stock dividends. In periods where a net loss is recorded, no effect is given to potentially dilutive securities, since the effect would be anti-dilutive. Weighted average securities that would have diluted basic EPS, but were not included in the computation of diluted EPS because to do so would have been anti-dilutive, were as follows: Reporting Segments — The Company does not report segment information as it operates in only one business segment. Promotional and Advertising Costs — Promotional and advertising costs are expensed as incurred. Recent Accounting Pronouncements — In May 2011, the FASB amended the FASB Accounting Standards Codification to converge the fair value measurement guidance in U.S. GAAP and International Financial Reporting Standards. Some of the amendments clarify the application of existing fair value measurement requirements, while other amendments change particular principles in fair value measurement guidance. In addition, the amendments require additional fair value disclosures. The amendments were effective for fiscal years beginning after December 15, 2011. The adoption of this guidance did not have a significant impact on the Company's consolidated financial statements. 73 Years Ended December 31, 2012 2011 Common stock warrants 3,289 26,313 Stock options 855,541 1,463,556 Total 858,830 1,489,869 Table of Contents ALIMERA SCIENCES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) 3. FACTORS AFFECTING OPERATIONS To date the Company has incurred recurring losses, negative cash flow from operations, and has accumulated a deficit of $231,116,000 from the Company’s inception through December 31, 2012 . As of December 31, 2012 , the Company had approximately $49,564,000 in cash and cash equivalents. The Company plans to proceed with the direct commercialization of ILUVIEN in Germany, the United Kingdom and France in 2013. The Company believes that it has sufficient funds available to fund its operations beyond the projected commercialization of ILUVIEN in these EU countries. The Company does not expect the generation of revenue until 2013, and therefore does not expect to have positive cash flow from operations until 2014, if at all. If ILUVIEN is not approved in additional jurisdictions or does not generate sufficient revenue, the Company may adjust its commercial plans so that it can continue to operate with its existing cash resources or seek to raise additional financing. The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern. The Company's recurring net losses, negative cash flow from operations, accumulated deficit, and current lack of a commercial product raise substantial doubt about its ability to continue as a going concern. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. 74 Table of Contents ALIMERA SCIENCES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) 4. INVENTORY Inventory consisted of the following: (1) Component parts inventory consisted of manufactured components of the ILUVIEN applicator. (2) Work-in-process consisted of completed units of ILUVIEN that are undergoing, but have not completed, quality assurance testing as required by regulatory authorities. 5. PROPERTY AND EQUIPMENT Property and equipment consisted of the following: Depreciation and amortization expense associated with property and equipment totaled $106,000 and $133,000 for the years ended December 31, 2012 and 2011 , respectively. 75 December 31, 2012 2011 (In thousands) Component parts (1) $ 35 $ — Work-in-process (2) 684 — Finished goods — — Total inventory $ 719 $ — December 31, 2012 2011 (In thousands) Furniture and fixtures $ 304 $ 300 Office equipment 396 377 Software 423 423 Leasehold improvements 45 45 Manufacturing equipment 52 52 Total property and equipment 1,220 1,197 Less accumulated depreciation and amortization (1,106 ) (1,000 ) Property and equipment — net $ 114 $ 197 Table of Contents ALIMERA SCIENCES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) 6. ACCRUED EXPENSES Accrued expenses consisted of the following: 76 December 31, 2012 2011 (In thousands) Accrued clinical investigator expenses $ 897 $ 788 Accrued severance expenses (1) — 206 Accrued other compensation expenses 237 621 Other accrued expenses 45 23 Total accrued expenses $ 1,179 $ 1,638 (1) In connection with the FDA’s second CRL issued to the Company in November 2011 (Note 1), management and the board of directors of the Company approved a workforce reduction pursuant to which the Company terminated the employment of 11 employees. The affected employees were notified in December 2011. The Company incurred $401,000 of severance expense in December 2011 in connection with the workforce reduction of which $206,000 was payable at December 31, 2011 . All amounts due at December 31, 2011 were paid to affected employees during the first quarter of 2012. Table of Contents ALIMERA SCIENCES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) 7. LICENSE AGREEMENTS The Company entered into an agreement with pSivida US, Inc. (pSivida) for the use of fluocinolone acetonide (FAc) in pSivida’s proprietary delivery device in February 2005, and a subsequent amendment in 2008. pSivida is a global drug delivery company committed to the biomedical sector and the development of drug delivery products. Our agreement with pSivida provides us with a worldwide exclusive license to develop and sell ILUVIEN. The Company’s license rights to pSivida’s proprietary delivery device could revert to pSivida if the Company were to (i) fail twice to cure its breach of an obligation to make certain payments to pSivida following receipt of written notice thereof; (ii) fail to cure other breaches of material terms of its agreement with pSivida within 30 days after notice of such breaches or such longer period (up to 90 days ) as may be reasonably necessary if the breach cannot be cured within such 30 -day period; (iii) file for protection under the bankruptcy laws, make an assignment for the benefit of creditors, appoint or suffer appointment of a receiver or trustee over its property, file a petition under any bankruptcy or insolvency act or have any such petition filed against it and such proceeding remains undismissed or unstayed for a period of more than 60 days ; or (iv) notify pSivida in writing of its decision to abandon its license with respect to a certain product using pSivida’s proprietary delivery device. Upon commercialization of ILUVIEN, the Company must share 20% of net profits and 33% of any lump sum milestone payments received from a sub-licensee of ILUVIEN, as defined by the agreement, with pSivida. In connection with this arrangement the Company is entitled to recover 20% of commercialization costs of ILUVIEN, as defined in the agreement, incurred prior to product profitability out of pSivida’s share of net profits. As of December 31, 2012 and 2011 , the Company was owed $5,565,000 and $4,064,000 , respectively, in commercialization costs. Due to the uncertainty of future net profits, the Company has fully reserved these amounts in the accompanying consolidated financial statements. The Company will owe pSivida an additional milestone payment of $25.0 million if ILUVIEN is approved by the FDA. In November 2007, the Company entered into a license agreement with Dainippon Sumitomo Pharma Co., Ltd. (Dainippon) whereby Dainippon granted the Company a non-exclusive, worldwide, royalty free license to patent rights under specific patents and patent applications. The Company paid $200,000 to Dainippon shortly after the execution of this license agreement and will be required to make an additional payment in the amount of $200,000 to Dainippon within 30 days following the first regulatory approval of a licensed product in the U.S. by the FDA. In August 2007, the Company entered into an exclusive option agreement with Emory University for the licensing of certain patents for a class of compounds that the Company intends to evaluate for the treatment of diseases of the eye, primarily the dry form of age related macular degeneration. The Company made an initial payment of $75,000 during the year ended December 31, 2007 for the option to license the compounds at the end of an evaluation period. The Company exercised its option and entered into an exclusive license in the field of ophthalmology in July 2009, and issued Emory University and its inventor $150,000 in common stock based on the estimated fair value at the time of issuance. The Company would have owed Emory University up to $5,775,000 in additional development and regulatory milestones under the terms of the license agreement. However, the Company elected to terminate this license agreement in accordance with its terms in September 2011. In February 2008, the Company entered into a similar exclusive option agreement with Emory University for the patent rights to a second class of compounds which will be evaluated for the treatment of diseases of the eye, primarily the dry form of age related macular degeneration. The initial payment was $60,000 . The Company exercised its option and entered into an exclusive license in the field of ophthalmology in August 2009, and issued Emory University and its inventor $150,000 in common stock based on the estimated fair value at the time of issuance in December 2009. The Company would have owed Emory University up to $5,850,000 in additional development and regulatory milestones under the terms of this license agreement. However, the Company elected to terminate this license agreement in accordance with its terms in September 2011. 77 Table of Contents ALIMERA SCIENCES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) 8. TERM AND REVOLVING LOAN AGREEMENT Term Loan On October 14, 2010 (Effective Date), the Company entered into a Loan and Security Agreement (Term Loan Agreement) with Silicon Valley Bank and MidCap Financial LLP (Lenders). Pursuant to the original terms of the Term Loan Agreement, the Company was entitled to borrow up to $12.5 million , of which $6.25 million (Term Loan A) was advanced to the Company on the Effective Date. The Company was entitled to draw down the remaining $6.25 million under the Term Loan (Term Loan B and together with Term Loan A, the Term Loan) if the FDA approved the Company’s NDA for ILUVIEN prior to or on July 31, 2011. On May 16, 2011, the Company and the Lenders amended the Term Loan Agreement (Term Loan Modification) to, among other things, extend until December 31, 2011, the date by which the FDA must approve the NDA in order for the Company to draw down Term Loan B and increase the amount of Term Loan B by $4.75 million to $11.0 million . In addition, the maturity date of the Term Loan was extended from October 31, 2013 to April 30, 2014 (Term Loan Maturity Date). As a result of the issuance of the second CRL by the FDA in November 2011 (Note 1), the Company did not draw down Term Loan B by December 31, 2011 and the availability to draw down Term Loan B expired. The Company will owe the Lenders a final interest payment on the Term Loan Maturity Date equal to 4% of the total amount borrowed (Final Interest Payment). As of December 31, 2012 and 2011, the company recognized $209,000 and $128,000 , respectively, of accrued interest expense, which is included in other long-term liabilities, for the Final Interest Payment. The Company was required to pay interest on Term Loan A at a rate of 11.5% on a monthly basis through July 31, 2011, and since August 2011, the Company has been required to repay the principal in 33 equal monthly installments plus interest at a rate of 11.5% . If the Company repays Term Loan A prior to maturity, the Company must pay to the Lenders a prepayment fee equal to 1.0% of the total amount of principal then outstanding, provided that such fee will be reduced by 50% in the event that the prepayment occurs in connection with an acquisition of the Company. To secure the repayment of any amounts borrowed under the Term Loan Agreement, the Company granted to the Lenders a first priority security interest in all of its assets, including its intellectual property, however, the lien on the Company’s intellectual property will be released if the Company meets certain financial conditions. The occurrence of an event of default could result in the acceleration of the Company’s obligations under the Term Loan Agreement and an increase to the applicable interest rate, and would permit the Lenders to exercise remedies with respect to the collateral under the Term Loan Agreement. The Company also agreed not to pledge or otherwise encumber its intellectual property assets. Additionally, the Company must seek the Lenders’ approval prior to the payment of any cash dividends to its stockholders. On the Effective Date, the Company issued to the Lenders warrants to purchase an aggregate of up to 39,773 shares of the Company’s common stock. Each of the warrants is exercisable immediately, has a per-share exercise price of $11.00 and has a term of 10 years . The Company estimated the fair value of warrants granted using the Black-Scholes option pricing model. The aggregate fair value of the warrants was estimated to be $389,000 . The Company allocated a portion of the proceeds from the Term Loan Agreement to the warrants in accordance with ASC 470-20-25-2, Debt Instruments with Detachable Warrants . As a result, the Company recorded a discount of $366,000 which is being amortized to interest expense using the effective interest method. The Lenders will have certain registration rights with respect to the shares of common stock issuable upon exercise of all of their warrants. The Company paid to the Lenders an upfront fee of $62,500 on the Effective Date and an additional fee of $50,000 in connection with the Term Loan Modification. In accordance with ASC 470-50-40-17, Debt — Modifications and Extinguishments , the Company is amortizing the unamortized discount on Term Loan A and the $50,000 modification fee over the remaining term of Term Loan A, as modified. The Lenders also hold warrants to purchase an aggregate of up to 69,999 shares of the Company’s common stock, which were exercisable only if Term Loan B had been advanced to the Company. As a result of the issuance of the second CRL by the FDA in November 2011 (Note 1), the Company did not draw down Term Loan B by December 31, 2011 and the ability to draw down Term Loan B expired. Consequently, the warrants issued to the Lenders in connection with Term Loan B are not exercisable. The Company is required to maintain its primary operating and other deposit accounts and securities accounts with Silicon Valley Bank, which accounts must represent at least 50% of the dollar value of the Company’s accounts at all financial institutions. The weighted average interest rate of the Company’s notes payable to Silicon Valley Bank and MidCap Financial LLP approximates the rate at which the Company could obtain alternative financing; therefore, the carrying amount of the notes approximates their fair value. 78 Table of Contents ALIMERA SCIENCES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) On February 6, 2012, the Company received a letter from the Lenders stating that they reserve the right to assert that recent events, including the issuance of the second CRL and a decrease in the market value of the Company’s public equity securities, may represent a material impairment of the value of the collateral under the loan agreements. To date, the Lenders have not made such an assertion, and in the opinion of management a material impairment of the value of the collateral has not occurred. Working Capital Revolver Also on the Effective Date, the Company and Silicon Valley Bank entered into a Loan and Security Agreement, pursuant to which the Company obtained a secured revolving line of credit (Working Capital Revolver) from Silicon Valley Bank with borrowing availability up to $20,000,000 (Revolving Loan Agreement). On May 16, 2011, the Company and Silicon Valley Bank amended the Revolving Loan Agreement to extend the maturity date of the Working Capital Revolver from October 31, 2013 to April 30, 2014. The Working Capital Revolver is a working capital-based revolving line of credit in an aggregate amount of up to the lesser of (i) $20,000,000 , or (ii) 85% of eligible domestic accounts receivable. As of December 31, 2012 and 2011 , respectively, no amounts under the Working Capital Revolver were outstanding or available to the Company. The Company may only draw on the revolving line of credit against eligible U.S. domestic accounts receivable, which it would not expect to have prior to the launch of ILUVIEN in the U.S. Therefore, the revolving line of credit, which expires in April 2014, is not currently, and may never be, available to the Company. Amounts advanced under the Working Capital Revolver will bear interest at an annual rate equal to Silicon Valley Bank’s prime rate plus 2.50% (with a rate floor of 6.50% ). Interest on the Working Capital Revolver will be due monthly, with the balance due at the maturity date. On the Effective Date, the Company paid to Silicon Valley Bank an upfront fee of $100,000 . In addition, if the Company terminates the Working Capital Revolver prior to maturity, it will be required to pay to Silicon Valley Bank a fee of $200,000 (Termination Fee), provided that such Termination Fee will be reduced by 50% in the event of an acquisition of the Company. To secure the repayment of any amounts borrowed under the Revolving Loan Agreement, the Company granted to Silicon Valley Bank a first priority security interest in all of its assets, including its intellectual property, however, the lien on the Company’s intellectual property will be released if the Company meets certain financial conditions. The occurrence of an event of default could result in the acceleration of the Company’s obligations under the Revolving Loan Agreement and an increase to the applicable interest rate, and would permit Silicon Valley Bank to exercise remedies with respect to the collateral under the Revolving Loan Agreement. The Company also agreed not to pledge or otherwise encumber its intellectual property assets. Additionally, the Company must seek Silicon Valley Bank’s approval prior to the payment of any cash dividends to its stockholders. 79 Table of Contents ALIMERA SCIENCES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) 9. COMMITMENTS AND CONTINGENCIES Term Note Payable — In October 2010, the Company received proceeds of $6,250,000 from the issuance of a Note Payable to certain lenders (Note 8). As of December 31, 2012 a schedule of future minimum principal payments under the Note Payable is as follows (in thousands): As of December 31, 2012 , the Company had $209,000 accrued and unpaid interest payable on the Note Payable. As of December 31, 2011 , the Company had $183,000 accrued and unpaid interest payable on the Note Payable. Operating Leases — The Company leases office space and equipment under noncancelable agreements accounted for as operating leases. The leases generally require that the Company pay taxes, maintenance, and insurance. Management expects that in the normal course of business, leases that expire will be renewed or replaced by other leases. In November 2012, the Company signed an extension of its lease for office space through January 31, 2015. Also in November 2012, the Company signed a lease for office space for its wholly-owned subsidiary, Alimera Sciences Limited (Note 1), from January 1, 2013 to December 31, 2013. At December 31, 2012 , a schedule by year of future minimum payments under operating leases is as follows: Rent expense under all operating leases totaled approximately $270,000 and $259,000 for the years ended December 31, 2012 and 2011 , respectively. Capital Leases — The Company leases equipment under capital leases. The property and equipment is capitalized at the lesser of fair market value or the present value of the minimum lease payments at the inception of the leases using the Company’s incremental borrowing rate. At December 31, 2012 , a schedule by year of future minimum payments under capital leases, together with the present value of minimum lease payments, is as follows (in thousands): 80 Years Ending December 31 2013 $ 2,273 2014 757 Total $ 3,030 December 31, 2013 2014 2015 (In thousands) Alimera Sciences Inc. $ 264 $ 272 $ 23 Alimera Sciences Limited 100 — — Total $ 364 $ 272 $ 23 Years Ending December 31 2013 $ 6 Total 6 Less amount representing interest — Present value of minimum lease payments 6 Less current portion (6 ) Noncurrent portion $ — Table of Contents ALIMERA SCIENCES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) Property and equipment under capital leases, which are included in property and equipment (Note 5), consisted of the following: Depreciation expense associated with office equipment under capital leases was $11,000 and $10,000 for the years ended December 31, 2012 and 2011 , respectively. Significant Agreements — In February 2010, the Company entered into an agreement with a third party manufacturer for the manufacture of the ILUVIEN insert, the assembly of the ILUVIEN applicator and packaging of the completed ILUVIEN commercial product. The Company is responsible for supplying the ILUVIEN applicator and the active pharmaceutical ingredient. In accordance with the terms of the agreement, the Company must order at least 80% of the ILUVIEN units required in the U.S., Canada and the EU from the third party manufacturer for an initial term of six years. The agreement has an initial six year term and will automatically renew for successive one year periods unless either party delivers written notice of non-renewal to the other at least 12 months prior to the end of the then current term. In March 2011, the Company entered into an agreement with a CRO for clinical and data management services to be performed in connection with a physician utilization study which is being conducted to assess the safety and utility of the commercial version of the ILUVIEN applicator. In accordance with the terms of the agreement, the Company will incur approximately $2,100,000 in costs with the CRO through 2013. For the years ended December 31, 2012 and 2011 , the Company incurred $798,000 and $670,000 , respectively, of expense associated with this agreement. At December 31, 2012 and 2011 , $160,000 and $658,000 , respectively, is included in outsourced services payable. In February 2012, the Company engaged a consultant in connection with the Company's efforts to obtain the approval of ILUVIEN from the FDA. During the year ended December 31, 2012, the Company recorded approximately $2,300,000 in costs pertaining to consulting fees related to the Company's agreement with this consultant. The Company expects to record an additional $1,400,000 in charges in connection with this agreement through 2013. In addition, the Company has agreed to pay the consultant $2.0 million , if, and only if, the FDA approves the Company's NDA for ILUVIEN. In November 2012, the Company entered into an agreement with Quintiles Commercial Europe Limited. Under the agreement, Quintiles Commercial Europe Limited and its affiliates (collectively, Quintiles Commercial) will provide certain services to the Company in connection with the commercialization of ILUVIEN in certain countries in Europe under subsequent project orders. Such services may include marketing, brand management, sales promotion and detailing, market access, pricing and reimbursement support, regulatory, medical science liaison and communications and/or other advisory services. Currently, the Company has entered into six project orders with Quintiles Commercial for the provision of services in Germany, the United Kingdom and France. Under the existing project orders , the Company will incur approximately $27,100,000 in costs with Quintiles Commercial through 2015. For the year ended December 31, 2012 , the Company incurred $1,337,000 of expense associated with this agreement. At December 31, 2012 , $2,438,000 is included in outsourced services payable and $1,269,000 is included in prepaid expenses and other current assets. Currently, we have entered into six project orders with Quintiles Commercial for the provision of sales, marketing, management, market access and medical science personnel in Germany, the United Kingdom and France. Under these project orders Quintiles Commercial currently employs 16 persons fully dedicated to the Company and expects this number to grow to 25 by December 2013. Quintiles Commercial also employs 20 persons partially dedicated to Alimera in Germany, the United Kingdom and France. Employment Agreements — The Company is party to employment agreements with five executives. The agreements generally provide for annual salaries, bonuses, and benefits and for the “at-will” employment of such executives. Effective January 1, 2013, the Company was party to six agreements with salaries ranging from $261,000 to $445,000 . Effective January 1, 2012, the Company was party to five agreements with salaries ranging from $254,000 to $432,000 . If any of the agreements are terminated by the Company without cause, or by the employee for good reason, as defined in the agreements, the Company will be liable for one year of salary and benefits. Certain other employees have general employment contracts which include stipulations regarding confidentiality, Company property, and miscellaneous items. 81 December 31, 2012 2011 (In thousands) Office equipment $ 36 $ 36 Less accumulated amortization (30 ) (19 ) Total $ 6 $ 17 Table of Contents ALIMERA SCIENCES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) 10. PREFERRED STOCK On October 2, 2012, the Company closed its preferred stock financing in which it sold units consisting of 1,000,000 shares of Series A Convertible Preferred Stock and warrants to purchase 300,000 shares of Series A Convertible Preferred Stock for gross proceeds of $40,000,000 , prior to the payment of approximately $560,000 of related issuance costs. The powers, preferences and rights of the Series A Convertible Preferred Stock are set forth in the certificate of designation filed by the Company with the Secretary of State of the State of Delaware on October 1, 2012. Each share of Series A Convertible Preferred Stock, including any shares of Series A Convertible Preferred Stock issued upon exercise of the warrants, is convertible into shares of the Company’s common stock at any time at the option of the holder at the rate equal to $40.00 divided by the then current conversion price (Conversion Price). The initial Conversion Price of $2.91 of the Series A Convertible Preferred Stock is subject to adjustment to $3.16 or $2.66 based on the occurrence or non-occurrence of certain events relating to guidance from NICE regarding ILUVIEN, in addition to certain customary price based anti-dilution adjustments. A voluntary conversion by the holder prior to the determination of this adjustment is subject to a Conversion Price of $3.16 per share. Each share of Series A Convertible Preferred Stock shall automatically be converted into shares of common stock at the then-effective Conversion Price upon the occurrence of the later to occur of both (i) the Company receives and publicly announces the approval by the FDA of the Company’s NDA for ILUVIEN and (ii) the date on which the Company consummates an equity financing transaction pursuant to which the Company sells to one or more third party investors either (a) shares of common stock or (b) other equity securities that are convertible into shares of common stock and that have rights, preference or privileges, senior to or on a parity with, the Series A Convertible Preferred Stock, in each case having an as-converted per share of common stock price of not less than $10.00 and that results in total gross proceeds to the Company of at least $30,000,000 . Each unit sold in the preferred stock financing included a warrant to purchase 0.30 shares of Series A Convertible Preferred Stock at an exercise price equal to $44.00 per share. At the election of the holder of a warrant, the warrant may be exercised for the number of shares of common stock then issuable upon conversion of the Series A Convertible Preferred Stock that would otherwise be issued upon such exercise at the then-effective Conversion Price. The gross proceeds of the financing of $40,000,000 were allocated to the Series A Convertible Preferred Stock, $32,499,000 , and the warrants, $7,501,000 . Offering costs of $455,000 were charged to the Series A Convertible Preferred Stock carrying value, and $105,000 were expensed in connection with the warrants in proportion to the allocation of the proceeds to the Series A Convertible Preferred Stock and the warrants. Because the value of the common stock underlying the Series A Convertible Preferred Stock at issuance upon a voluntary conversion did not exceed the amount of the proceeds allocated to the Series A Convertible Preferred Stock at issuance, the Company did not record a beneficial conversion feature. If the Conversion Price of the Series A Convertible Preferred Stock is adjusted downward in the future, the Company will record a beneficial conversion feature. These warrants are considered derivative instruments because the agreements provide for settlement in Series A Convertible Preferred Stock shares or common stock shares at the option of the holder, an adjustment to the warrant exercise price for common shares at some point in the future, and contain anti-dilution provisions whereby the number of shares for which the warrants are exercisable and/or the exercise price of the warrants are subject to change in the event of certain issuances of stock at prices below the then-effective exercise price of the warrants. Therefore the warrants were recorded as a liability at issuance. At December 31, 2012 the fair market value of the warrants was estimated to be $4,418,000 . The Company recorded a gain of $3,083,000 as a result of the change in fair value of the warrants in the fourth quarter of 2012. 82 Table of Contents ALIMERA SCIENCES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) 11. STOCK INCENTIVE PLANS The Company has stock option and stock incentive plans which provide for grants of shares to employees and grants of options to employees and directors to purchase shares of the Company’s common stock at exercise prices generally equal to the fair values of such stock at the dates of grant. Options granted to employees typically become exercisable over a four -year vesting period and have a ten -year contractual term. Initial options granted to directors typically vest over a four -year period and have a ten -year contractual term. Annual option grants to directors typically vest immediately and have a ten-year contractual term. As of December 31, 2012 , the Company was authorized to grant options to purchase up to 956,003 shares under the 2010 Equity Incentive Plan. Upon the exercise of stock options, the Company may issue the required shares out of authorized but unissued common stock or out of treasury stock at management’s discretion. A summary of stock option transactions under the plans are as follows: The following table provides additional information related to outstanding stock options, fully vested stock options, and stock options expected to vest as of December 31, 2012 : The Company estimated the fair value of options granted using the Black-Scholes option-pricing model with the following weighted-average assumptions used for option grants: 83 Years Ended December 31, 2012 2011 Options Weighted Average Exercise Price Options Weighted Average Exercise Price Options outstanding at beginning of period 2,607,446 $ 3.88 2,741,985 $ 3.81 Grants 3,027,500 1.73 155,000 7.83 Forfeitures (107,822 ) 5.57 (144,752 ) 8.98 Exercises (34,045 ) 1.53 (144,787 ) 1.63 Options outstanding at year end 5,493,079 2.67 2,607,446 3.88 Options exercisable at year end 2,471,295 3.06 2,058,585 2.74 Weighted average per share fair value of options granted during the year $ 1.34 $ 5.67 Shares Weighted Average Exercise Price Weighted Average Contractual Term Aggregate Intrinsic Value (In thousands) Outstanding 5,493,079 $ 2.67 7.60 years $ 204 Exercisable 2,471,295 3.06 5.24 years 204 Expected to vest 2,172,678 2.55 9.52 years — Years Ended December 31, 2012 2011 Risk-free interest rate 1.01 % 1.61 % Volatility factor 98.59 % 88.21 % Grant date fair value of common stock $ 1.34 $ 5.67 Weighted-average expected life 5.98 years 5.78 years Assumed forfeiture rate 10.00 % 10.00 % Table of Contents ALIMERA SCIENCES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) Employee stock-based compensation expense related to stock options recognized under ASC 718 was as follows: As of December 31, 2012, there was approximately $3,943,000 of total unrecognized compensation cost related to outstanding stock option awards that will be recognized over a weighted average period of 3.2 years. The total fair value of shares vested during the year ended December 31, 2012 was approximately $1,885,000 . The total estimated fair value of options granted during the years ended December 31, 2012 and 2011 was $4,065,000 and $879,000 , respectively. The total estimated intrinsic value of options exercised during the years ended December 31, 2012 and 2011 was $22,000 and $897,000 , respectively. Per the terms of the Company’s 2004 and 2005 Option Plans (Plans), the Company’s October 2012 Series A Convertible Preferred Stock financing (Note 10) constituted a change of control for the purposes of Plan and result in an acceleration of the vesting of 79,380 unvested options. The Company recognized $196,000 of compensation expense in connection with this accelerated vesting. The Company’s 2010 Plan provides for annual increases in the number of shares available for issuance thereunder on the first day of each fiscal year equal to the least of: (1) 2,000,000 shares of our common stock; (2) 4% of the shares of common stock outstanding at that time; and (3) such other amount as our board of directors may determine. On January 1, 2013, an additional 1,261,651 shares became available for future issuance under the 2010 Plan. These additional shares from the annual increase under the 2010 Plan are not included in the foregoing discussion. 84 Years Ended December 31, 2012 2011 (In thousands) Marketing $ 268 $ 352 Research and development 445 376 General and administrative 934 1,078 Total employee stock-based compensation expense $ 1,647 $ 1,806 Table of Contents ALIMERA SCIENCES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) The following table summarizes outstanding and exercisable options at December 31, 2012 : Restricted Stock Units In February 2012, the Company awarded 85,447 restricted stock units (RSUs), to executive officers and employees at a grant date fair value of $1.70 per RSU. A RSU is a stock award that entitles the holder to receive shares of the Company’s common stock as the award vests. The fair value of the RSUs was determined on the date of grant based on the closing price of the Company’s common stock on the date of grant, which equals the RSU’s intrinsic value. The RSUs were to vest upon the receipt of marketing authorization of ILUVIEN in four of the seven EU countries in which ILUVIEN is recommended for marketing authorization (Note 1). During 2012, the United Kingdom, Austria, Portugal and France granted marketing authorization to ILUVIEN and, as a result, the RSUs became fully vested and the Company recognized $145,000 of compensation expense during 2012 in connection with the RSUs. 85 Options Outstanding Options Exercisable Exercise Prices Number Outstanding Weighted Average Remaining Contractual Life Number Exercisable Weighted Average Remaining Contractual Life $1.33 579,023 3.37 579,023 3.37 1.39 380,519 4.79 380,519 4.79 1.65 960,000 9.11 145,834 9.11 1.66 1,650,000 9.97 — 0 1.70 97,709 9.09 22,501 9.09 2.04 223,746 1.78 223,746 1.78 2.11 100,000 9.88 — 0 2.24 4,504 5.16 4,504 5.16 2.32 130,000 9.85 416 9.85 2.41 446,187 5.22 446,187 5.22 2.49 20,000 9.75 — 0 2.77 52,500 9.45 52,500 9.45 3.26 3,676 5.39 3,676 5.39 3.88 33,823 5.09 33,823 5.09 4.01 254,500 6.59 254,500 6.59 5.03 2,527 5.65 2,527 5.65 5.44 2,059 5.77 2,059 5.77 6.74 85,656 7.61 53,045 7.61 7.53 37,500 8.44 37,500 8.44 7.97 20,000 8.30 7,500 8.30 8.47 48,500 7.96 28,396 7.52 11.00 50,000 7.32 31,248 7.32 11.15 302,650 7.84 157,625 7.84 11.91 8,000 7.92 4,166 7.92 5,493,079 2,471,295 Table of Contents ALIMERA SCIENCES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) 12. COMMON STOCK WARRANTS The Company has issued warrants to purchase common stock to various members of the board of directors, third-parties for services, and lenders. Total warrants to purchase common stock issued and exercisable were 82,568 and 82,715 at December 31, 2012 and 2011 , respectively, at exercise prices ranging from $1.70 to $11.00 per share. The warrants are exercisable for a period of 7 to 10 years from the issuance date. Warrants to purchase 39,773 of the Company’s common stock were granted during the year ended December 31, 2010 in connection the issuance of the term and revolving loan agreement (Note 8). The Lenders also hold warrants to purchase an aggregate of up to 69,999 shares of the Company’s common stock, which would have been exercisable only if Term Loan B had been advanced to the Company. As a result of the issuance of the second CRL by the FDA in November 2011 (Note 1), the Company did not draw down Term Loan B by December 31, 2011 and the ability to draw down Term Loan B expired. Consequently, the warrants issued to the Lenders in connection with Term Loan B are not exercisable. 86 Table of Contents ALIMERA SCIENCES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) 13. INCOME TAXES The components of the income tax benefit were as follows: In accordance with ASC 740, the Company recognizes deferred tax assets and liabilities for temporary differences between the financial reporting basis and the tax basis of its assets and liabilities. The Company records a valuation allowance against its net deferred tax asset to reduce the net carrying value to an amount that is more likely than not to be realized. Income tax positions are considered for uncertainty in accordance with ASC 740-10. The Company believes that its income tax filing positions and deductions are more likely than not of being sustained on audit and does not anticipate any adjustments that will result in a material change to its financial position; therefore, no ASC 740-10 liabilities and no related penalties and interest have been recorded. Tax years since 2003 remain subject to examination in Georgia, Tennessee, and on the federal level. The Company does not anticipate any material changes to its uncertain tax positions within the next 12 months. Significant management judgment is involved in determining the provision for income taxes, deferred tax assets and liabilities, and any valuation allowance recorded against net deferred tax assets. Due to uncertainties with respect to the realization of deferred tax assets due to the history of operating losses, a valuation allowance has been established against the entire net deferred tax asset balance. The valuation allowance is based on management’s estimates of taxable income in the jurisdictions in which the Company operates and the period over which deferred tax assets will be recoverable. In the event that actual results differ from these estimates or the Company adjusts these estimates in future periods, a change in the valuation allowance may be needed, which could materially impact the Company’s financial position and results of operations. At December 31, 2012 and 2011 , the Company had federal net operating loss (NOL) carry-forwards of approximately $142,510,000 and $120,353,000 and state NOL carry-forwards of approximately $125,972,000 , and $103,815,000 respectively, that are available to reduce future income unless otherwise taxable. If not utilized, the federal NOL carry-forwards will expire at various dates between 2023 and 2032 and the state NOL carry-forwards will expire at various dates between 2020 and 2032. NOL carry-forwards may be subject to annual limitations under Internal Revenue Code Section 382 (or comparable provisions of state law) in the event that certain changes in ownership of the Company were to occur. The Company periodically evaluates its NOL carry-forwards and whether certain changes in ownership, including its IPO, have occurred that would limit the Company’s ability to utilize a portion of its NOL carry-forwards. If it is determined that significant ownership changes have occurred since the Company generated its NOL carry-forwards, it may be subject to annual limitations on the use of these NOL carry-forwards under Internal Revenue Code (IRC), Section 382 (or comparable provisions of state law). The issuance of the Series A Convertible Preferred Stock on October 2, 2012 constituted such a change in ownership. The Company is currently performing a formal analysis of our NOLs in connection with IRC Section 382 as a result of this change to determine the extent of the limitation of its NOL carry-forwards. 87 Years Ended December 31, 2012 2011 (In thousands) Deferred benefit (expense): Federal $ 7,543 $ 7,490 State 879 883 8,422 8,373 Valuation allowance (8,422 ) (8,373 ) Income tax benefit (expense) $ — $ — Table of Contents ALIMERA SCIENCES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) Net deferred tax assets (liabilities) were as follows: The income tax benefit differs from the amount determined by applying the U.S. federal statutory income tax rate to the pre-tax accounting loss as follows: 88 December 31, 2012 2011 (In thousands) Depreciation and amortization $ 116 $ 150 Other deferred tax assets 1,257 719 NOL carry-forwards 53,121 44,710 Research and development costs 7,116 8,179 Collaboration agreement receivable reserves 2,113 1,543 Valuation allowance (63,723 ) (55,301 ) Total $ — $ — Years Ended December 31, 2012 2011 Amount Percent Amount Percent Federal tax benefit at statutory rate $ (6,713 ) 34.0 % $ (7,655 ) 34.0 % State tax — net of federal benefit (782 ) 4.0 (892 ) 4.0 Permanent items (927 ) 4.7 379 (1.7 ) Other — — (205 ) 0.9 Increase in valuation allowance 8,422 (42.7 ) 8,373 (37.2 ) Total tax benefit (expense) $ — — % $ — — % Table of Contents ALIMERA SCIENCES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) 14. FAIR VALUE The Company adopted Statement of Financial Accounting Standards No. 157, Fair Value Measurements (ASC 820), effective January 1, 2008. Under this standard, fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (i.e., the “exit price”) in an orderly transaction between market participants at the measurement date. In determining fair value, the Company uses various valuation approaches. The hierarchy of those valuation approaches is broken down into three levels based on the reliability of inputs as follows: Level 1 inputs are quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. An active market for the asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. The valuation under this approach does not entail a significant degree of judgment. Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 inputs include: quoted prices for similar assets or liabilities in active markets, inputs other than quoted prices that are observable for the asset or liability, (e.g., interest rates and yield curves observable at commonly quoted intervals or current market) and contractual prices for the underlying financial instrument, as well as other relevant economic measures. Level 3 inputs are unobservable inputs for the asset or liability. Unobservable inputs shall be used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at the measurement date. There have been no changes in the methodologies used at December 31, 2012 and 2011. The following fair value table presents information about the Company’s assets and liabilities measured at fair value on a recurring basis: 89 December 31, 2012 Level 1 Level 2 Level 3 Total (In thousands) Assets: Cash equivalents(1) $ 48,943 $ — $ — $ 48,943 Assets measured at fair value $ 48,943 $ — $ — $ 48,943 Liabilities: Derivative warrant liability (2) $ — $ 4,418 $ — $ 4,418 Liabilities measured at fair value $ — $ 4,418 $ — $ 4,418 December 31, 2011 Level 1 Level 2 Level 3 Total (In thousands) Assets: Cash equivalents(1) $ 32,438 $ — $ — $ 32,438 Investments in marketable debt securities(3) — 500 — 500 Assets measured at fair value $ 32,438 $ 500 $ — $ 32,938 (1) The carrying amounts approximate fair value due to the short-term maturities of the cash equivalents. (2) The Company uses the Black-Scholes option pricing model and assumptions that consider, among other variables, the fair value of the underlying stock, risk-free interest rate, volatility, expected life and dividend rates in estimating fair value for the warrants considered to be derivative instruments. Assumptions used are generally consistent with those disclosed for stock based compensation (see Note 11). Table of Contents ALIMERA SCIENCES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) 90 (3) Valuations are based on quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly. These prices include broker or dealer quotations, or alternative pricing sources with reasonable levels of price transparency. Pricing sources include industry standard data providers, security master files from large financial institutions, and other third party sources which are input into a distribution-curve-based algorithm to determine a daily market value. This creates a “consensus price” or a weighted average price for each security. Table of Contents ALIMERA SCIENCES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) 15. EMPLOYEE BENEFIT PLANS The Company has a salary deferral 401(k) plan which covers substantially all employees of the Company. In May 2008, the Company established a plan to match participant contributions subject to certain plan limitations. The Company’s matching plan took effect on July 1, 2008. Compensation expense associated with the Company’s matching plan totaled $66,000 and $85,000 for the years ended December 31, 2012 and 2011 , respectively. The Company may also make an annual discretionary profit-sharing contribution. No such discretionary contributions were made during the years ended December 31, 2012 and 2011 . In April 2010, the Company established an Employee Stock Purchase Plan (the “Purchase Plan”). Under the Company’s Purchase Plan, eligible employees can participate and purchase common stock semi-annually through accumulated payroll deductions. The Purchase Plan is administered by the Company’s board of directors or a committee appointed by the Company’s board of directors. Under the Purchase Plan eligible employees may purchase stock at 85% of the lower of the fair market value of a share of Common Stock on the offering date or the exercise date. The Purchase Plan provides for two six -month purchase periods generally starting on the first trading day on or after October 31 and April 30 of each year. Eligible employees may contribute up to 15% of their eligible compensation. A participant may purchase a maximum of 2,500 shares of common stock per purchase period. The value of the shares purchased in any calendar year may not exceed $25,000 . The Purchase Plan was effective upon the completion of the Company’s IPO, at which time a total of 494,422 shares of the Company’s common stock were made available for sale. As of January 1 of each year, starting in 2011, the reserve will automatically be restored to the original level. A total of 15,984 and 21,910 shares of the Company’s common shares were acquired through the Purchase Plan during the years ended December 31, 2012 and 2011 , respectively. As such, on January 1, 2013 and 2012, respectively, an additional 15,984 and 21,910 shares became available for future issuance under the Purchase Plan. In accordance with ASC 718-50, the ability to purchase stock at 85% of the lower of the fair market value of a share of Common Stock on the offering date or the exercise date represents an option. The Company estimates the fair value of such options at the inception of each offering period using the Black-Scholes valuation model. In connection with the Purchase Plan, the Company recorded $34,000 and $66,000 of compensation expense for the years ended December 31, 2012 and 2011 , respectively. 91 Table of Contents EXHIBIT INDEX 92 Exhibit Exhibit Number Title 3.2 Restated Certificate of Incorporation of Registrant, as amended on various dates (filed as Exhibit 3.2 to Amendment No. 4 to the Registrant’s Registration Statement on Form S-1 (SEC File No. 333-162782), as filed on April 6, 2010, and incorporated herein by reference) 3.4 Amended and Restated Bylaws of the Registrant (filed as Exhibit 3.4 to Amendment No. 4 to the Registrant’s Registration Statement on Form S-1 (SEC File No. 333-162782), as filed on April 6, 2010, and incorporated herein by reference) 4.3 Second Amended and Restated Investor Rights Agreement, dated March 17, 2008, by and among the Registrant, certain stockholders and the investors listed on the signature pages thereto (filed as Exhibit 4.3 to Amendment No. 1 to the Registrant’s Registration Statement on Form S-1 (SEC File No. 333-162782), as filed on December 23, 2009, and incorporated herein by reference) 4.4 Second Amended and Restated Stock Sale Agreement, dated March 17, 2008, by and among the Registrant, certain stockholders and the investors listed on the signature pages thereto (filed as Exhibit 4.4 to Amendment No. 1 to the Registrant’s Registration Statement on Form S-1 (SEC File No. 333-162782), as filed on December 23, 2009, and incorporated herein by reference) 4.5 Omnibus Amendment, dated August 25, 2009, by and among the Registrant, certain stockholders and the investors listed on the signature pages thereto (filed as Exhibit 4.5 to Amendment No. 1 to the Registrant’s Registration Statement on Form S-1 (SEC File No. 333-162782), as filed on December 23, 2009, and incorporated herein by reference) 4.6 Warrant to Purchase Stock dated October 14, 2010 issued to Silicon Valley Bank (filed as Exhibit 4.1 to Registrant’s Current Report, as filed on October 18, 2010, and incorporated herein by reference) 4.7 Warrant to Purchase Stock dated October 14, 2010 issued to MidCap Funding III, LLC (filed as Exhibit 4.2 to Registrant’s Current Report, as filed on October 18, 2010, and incorporated herein by reference) 4.8 Warrant to Purchase Stock dated May 16, 2011 issued to MidCap Funding III, LLC (filed as Exhibit 4.1 to Registrant’s Current Report, as filed on May 17, 2011, and incorporated herein by reference) 4.9 Warrant to Purchase Stock dated May 16, 2011 issued to Silicon Valley Bank (filed as Exhibit 4.2 to Registrant’s Current Report, as filed on May 17, 2011, and incorporated herein by reference) 10.1 Form of Indemnification Agreement between the Registrant and each of its directors and executive officers (filed as Exhibit 10.1 to the Registrant’s Registration Statement on Form S-1 (SEC File No. 333-162782), as filed on October 30, 2009, and incorporated herein by reference) 10.2† Amended and Restated Employment Agreement, dated August 18, 2008, by and between the Registrant and C. Daniel Myers (filed as Exhibit 10.2 to the Registrant’s Registration Statement on Form S-1 (SEC File No. 333-162782), as filed on October 30, 2009, and incorporated herein by reference) 10.3† Amended and Restated Employment Agreement, dated August 18, 2008, by and between the Registrant and Richard Eiswirth (filed as Exhibit 10.3 to the Registrant’s Registration Statement on Form S-1 (SEC File No. 333-162782), as filed on October 30, 2009, and incorporated herein by reference) 10.4† Amended and Restated Employment Agreement, dated August 18, 2008, by and between the Registrant and David Holland (filed as Exhibit 10.4 to the Registrant’s Registration Statement on Form S-1 (SEC File No. 333-162782), as filed on October 30, 2009, and incorporated herein by reference) 10.5† Amended and Restated Employment Agreement, dated August 18, 2008, by and between the Registrant and Susan Caballa (filed as Exhibit 10.5 to the Registrant’s Registration Statement on Form S-1 (SEC File No. 333-162782), as filed on October 30, 2009, and incorporated herein by reference) 10.6† Amended and Restated Employment Agreement, dated August 18, 2008, by and between the Registrant and Kenneth Green (filed as Exhibit 10.6 to the Registrant’s Registration Statement on Form S-1 (SEC File No. 333-162782), as filed on October 30, 2009, and incorporated herein by reference) 10.7 Alimera Sciences, Inc. 2004 Incentive Stock Plan, as amended (filed as Exhibit 10.7 to the Registrant’s Registration Statement on Form S-1 (SEC File No. 333-162782), as filed on October 30, 2009, and incorporated herein by reference) Table of Contents 93 10.7.A Form of Option Certificate under the Alimera Sciences, Inc. 2004 Incentive Stock Plan (filed as Exhibit 10.7.A to the Registrant’s Registration Statement on Form S-1 (SEC File No. 333-162782), as filed on October 30, 2009, and incorporated herein by reference) 10.8 Alimera Sciences, Inc. 2005 Incentive Stock Plan (filed as Exhibit 10.8 to the Registrant’s Registration Statement on Form S-1 (SEC File No. 333-162782), as filed on October 30, 2009, and incorporated herein by reference) 10.8.A Form of Option Certificate under the Alimera Sciences, Inc. 2005 Incentive Stock Plan (filed as Exhibit 10.8.A to the Registrant’s Registration Statement on Form S-1 (SEC File No. 333-162782), as filed on October 30, 2009, and incorporated herein by reference) 10.9 2010 Equity Incentive Plan (filed as Exhibit 10.9 to Amendment No. 4 to the Registrant’s Registration Statement on Form S-1 (SEC File No. 333-162782), as filed on April 6, 2010, and incorporated herein by reference) 10.10 2010 Employee Stock Purchase Plan (filed as Exhibit 10.10 to Amendment No. 4 to the Registrant’s Registration Statement on Form S-1 (SEC File No. 333-162782), as filed on April 6, 2010, and incorporated herein by reference) 10.11 Management Cash Incentive Plan (filed as Exhibit 10.11 to the Registrant’s Registration Statement on Form S-1 (SEC File No. 333-162782), as filed on October 30, 2009, and incorporated herein by reference) 10.12 Compensation Program for Non-Employee Directors (filed as Exhibit 10.12 to the Registrant’s Registration Statement on Form S-1 (SEC File No. 333-162782), as filed on October 30, 2009, and incorporated herein by reference) 10.13‡ Amended and Restated Collaboration Agreement by and between pSivida, Inc. (f/k/a/Control Delivery Systems, Inc.) and Alimera Sciences, Inc., dated as of March 14, 2008 (filed as Exhibit 10.13 to Amendment No. 5 to the Registrant’s Registration Statement on Form S-1 (SEC File No. 333-162782), as filed on April 16, 2010, and incorporated herein by reference) 10.14‡ Asset Purchase Agreement between Bausch & Lomb Incorporated and Alimera Sciences, Inc., dated as of December 20, 2006 (filed as Exhibit 10.14 to Amendment No. 5 to the Registrant’s Registration Statement on Form S-1 (SEC File No. 333-162782), as filed on April 16, 2010, and incorporated herein by reference) 10.15‡ Asset Purchase Agreement between Bausch & Lomb Incorporated and Alimera Sciences, Inc., dated as of February 16, 2007 (filed as Exhibit 10.15 to Amendment No. 5 to the Registrant’s Registration Statement on Form S-1 (SEC File No. 333-162782), as filed on April 16, 2010, and incorporated herein by reference) 10.16‡ License and Option Agreement by and between Emory University and Alimera Sciences, Inc., dated as of July 16, 2009 (filed as Exhibit 10.16 to Amendment No. 5 to the Registrant’s Registration Statement on Form S-1 (SEC File No. 333-162782), as filed on April 16, 2010, and incorporated herein by reference) 10.17‡ License and Option Agreement by and between Emory University and Alimera Sciences, Inc., dated as of August 31, 2009 (filed as Exhibit 10.17 to Amendment No. 5 to the Registrant’s Registration Statement on Form S-1 (SEC File No. 333-162782), as filed on April 16, 2010, and incorporated herein by reference) 10.18 Office Lease by and between Rubicon, L.C. and Alimera Sciences, Inc., dated as of May 27, 2003, as amended (filed as Exhibit 10.18 to the Registrant’s Registration Statement on Form S-1 (SEC File No. 333-162782), as filed on October 30, 2009, and incorporated herein by reference) 10.25‡ License Agreement between Alimera Sciences, Inc. and Dainippon Sumitomo Pharma Co., Ltd., dated November 4, 2007 (filed as Exhibit 10.25 to Amendment No. 1 to the Registrant’s Registration Statement on Form S-1 (SEC File No. 333-162782), as filed on December 23, 2009, and incorporated herein by reference) 10.26‡ Commercial Contract Manufacturing Agreement, between Alimera Sciences, Inc. and Alliance Medical Products, Inc., dated February 5, 2010 (filed as Exhibit 10.26 to Amendment No. 6 to the Registrant’s Registration Statement on Form S-1 (SEC File No. 333-162782), as filed on April 20, 2010, and incorporated herein by reference) 10.27 Loan and Security Agreement dated October 14, 2010 between Registrant, Silicon Valley Bank and MidCap Funding III, LLC (filed as Exhibit 10.1 to Registrant’s Current Report on Form 8-K, as filed on October 18, 2010, and incorporated herein by reference) Table of Contents 94 10.28 Loan and Security Agreement dated October 14, 2010 between Registrant and Silicon Valley Bank (filed as Exhibit 10.2 to Registrant’s Current Report on Form 8-K, as filed on October 18, 2010, and incorporated herein by reference) 10.29‡ Contract Sales Agreement dated October 4, 2010 between the Registrant and OnCall LLC (filed as Exhibit 10.29 to Registrant’s Annual Report on Form 10-K, as filed on March 25, 2011, and incorporated herein by reference) 10.30 Form of Notice of Stock Option Grant and Stock Option Agreement under 2010 Equity Incentive Plan (filed as Exhibit 10.30 to Registrant's Annual Report on Form 10-K, as filed on March 25, 2011, and incorporated herein by reference) 10.31 First Loan Modification Agreement dated May 16, 2011 between Registrant, Silicon Valley Bank and MidCap Funder III, LLC (filed as Exhibit 10.1 to Registrant’s Current Report on Form 8-K, as filed on May 17, 2011, and incorporated herein by reference) 10.32 First Loan Modification Agreement dated May 16, 2011 between Registrant and Silicon Valley Bank (filed as Exhibit 10.2 to Registrant’s Current Report on Form 8-K, as filed on May 17, 2011, and incorporated herein by reference) 10.33‡ Amendment to Manufacturing Agreement between Registrant and Alliance Medical Products, Inc. (filed as Exhibit 10.3 to Registrant's Quarterly Report on Form 10-Q, as filed on August 5, 2011, and incorporated herein by reference) 10.34 Form of Notice of Stock Unit Award and Stock Unit Agreement under 2010 Equity Incentive Plan (filed as Exhibit 10.34 to Registrant’s Annual Report on Form 10-K, as filed on March 30, 2012, and incorporated herein by reference) 10.35‡ Manufacturing Agreement by and between the Registrant and Flextronics Medical Sales and Marketing, Ltd. (filed as Exhibit 10.35 to Registrant's Quarterly Report on Form 10-Q, as filed on August 14, 2012, and incorporated herein by reference) 10.36 Securities Purchase Agreement dated July 17, 2012 (filed as Exhibit 10.36 to the Registrant's Current Report, as filed on July 18, 2012, and incorporated herein by reference) 10.37 Amendment No. 1 to Securities Purchase Agreement dated September 21, 2012 (filed as Exhibit 10.37 to the Registrant's Current Report, as filed on October 2, 2012, and incorporated herein by reference) 10.38 UK Sub-Plan of the 2010 Equity Incentive Plan of Alimera Sciences, Inc. (filed as Exhibit 10.38 to the Registrant's Quarterly Report on Form 10-Q, as filed on November 7, 2012, and incorporated herein by reference) 10.39 Form of UK Sub-Plan Notice of Stock Option Grant and Stock Option Agreement (filed as Exhibit 10.39 to the Registrant's Quarterly Report on Form 10-Q, as filed on November 7, 2012, and incorporated herein by reference) 10.40* Employment Contract dated November 3, 2012 by and between the Registrant and Philip Ashman 10.41*± Master Services Agreement dated November 28, 2012 by and between the Registrant and Quintiles Commercial Europe Limited 21.1* List of subsidiaries of the Registrant (including jurisdiction of organization and names under which subsidiaries do business) 23.1A* Consent of Deloitte & Touche LLP, Independent Registered Public Accounting Firm 23.1B* Consent of Grant Thornton LLP, Independent Registered Public Accounting Firm 31.1* Certification of the Chief Executive Officer, as required by Section 302 of the Sarbanes-Oxley Act of 2002 31.2* Certification of the Chief Financial Officer as required by Section 302 of the Sarbanes-Oxley Act of 2002 32.1* Certifications of the Chief Executive Officer and Chief Financial Officer as required by 18 U.S.C. 1350 101.INS+* XBRL Instance Document 101.SCH+* XBRL Taxonomy Extension Schema Document 101.CAL+* XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF+* XBRL Taxonomy Extension Definition Linkbase Document Table of Contents __________________ 95 101.LAB+* XBRL Taxonomy Extension Label Linkbase Document 101.PRE+* XBRL Taxonomy Extension Presentation Linkbase Document † Compensation Arrangement. ‡ Confidential treatment has been granted with respect to certain portions of this document. * Filed herewith. ± Application has been made to the Securities and Exchange Commission to seek confidential treatment of certain provisions of this exhibit. + Users of this data are advised pursuant to Rule 406T of Regulation S-T that this interactive data file is deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.  EXHIBIT 10.40 CONTRACT OF EMPLOYMENT THIS AGREEMENT is made on the 3 rd day of November, 2012 1 1. Parties (1) ALIMERA SCIENCES LIMITED , having its registered office at Garrick House, 26-27 Southampton Street, London, WC2E 7RS (Company Number 08018355) (the "Employer"), a wholly owned subsidiary of Alimera Sciences, Inc., a corporation organized under the laws of the State of Delaware U.S.A. (the “Parent”) (2) Philip Ashman (the "Employee") 2. Date of Employment 2.1 The Employee's employment will commence on 1 January 2013. 2.2 The Employee's period of continuous employment for the purposes of the Employment Rights Act 1996 will commence on 1 January 2013. 3. Nature of Employment 3.1 The Employee is employed as Senior Vice President, EU Managing Director and will be appointed, as a term of this Agreement, a statutory director of the Employer and a member of the board of directors of that entity. The Employer and the Parent agree to provide the Employee with appropriate director and officer insurance in respect of any matters which occur during the period during which the Employee is a director of the Employer, subject to standard exceptions. 3.2 The Employer acknowledges that as the Employee will be carrying out duties under this Agreement which are for the benefit of both the Employer and its Group Companies (as defined below), that in the event that the Employee is unable to enforce his rights and/or obligations under this Agreement against the Employer due to the insolvency of the Employer or similar event, that any rights and/or obligations owed to the Employee under this Agreement are also owed to him by any other Group Company with the Employee and that the Employee will be permitted to enforce such rights and/or obligations against each Group Company under the Contracts (Rights of Third Parties) Act 1999. 3.3 The Employee shall carry out such duties as shall from time to time be assigned to him by the Employer and shall use his best endeavours to promote, protect and develop the interests of the Employer, as well as any Group Company including, in particular, Parent. 3.4 The Employee will be expected to report to and liaise with Parent’s President and CEO (his "Line Manager”). The Line Manager may be altered to another individual of similar status after reasonable consultation with the Employer. 3.5 The Employee agrees that he will spend the whole of his time and attention on the Employer's business during normal working hours and that during the term of his employment with the Employer he will not engage in any other employment, occupation, consulting or other business activity.  2 3.6 The Employee shall report to his Line Manager his own wrongdoing and any wrongdoing or proposed wrongdoing of any employee or director of the Employer immediately on becoming aware of it. The Employee shall also report to his Line Manager: (a) the plans of any other senior employee (whether alone or in concert with any other employee) to join a competitor or to establish a business in competition with any Group Company; (b) the material misuse by any employee of any confidential information (as defined in the Alimera Sciences Employee Handbook) belonging to any Group Company; 3.7 The Employee shall ensure that he meets the requirements of any regulatory body or any other entity whose consent or approval is required to enable him to undertake any of his duties. 3.8 There are no collective agreements applicable to the Employee's employment. 4. Right to work in the UK 4.1 The Employee warrants that he has the unrestricted right to work in the United Kingdom and undertakes to notify his Line Manager immediately if any such right ceases, or is reasonably expected to cease during his employment and to immediately provide his Line Manager with written details of changes to his personal circumstances that might affect his immigration permission. 4.2 The Employee undertakes to provide prior to the commencement of his employment, the Employee’s original passport and other satisfactory documentary evidence of his right to work in the UK. The Employee also undertakes to ensure that he will maintain a valid passport to enable him to travel on business abroad as required by the Employer. The Employee acknowledges that his continuing employment with the Employer is conditional on compliance with this obligation and the other duties in this clause, and that failure to comply to the Employer's satisfaction may result in disciplinary action under the Employer's Disciplinary Procedure. 5. Remuneration 5.1 Basic Salary (a) The Employee shall be paid a basic annual salary of £180,000 which shall be paid monthly in arrears subject to deduction of income tax and national insurance and shall be deemed to accrue from day to day based on a 5 day working week. (b) Salaries are normally paid by direct transfer to the Employee's bank account on or before the last day of the month except that, where such day does not fall on a working day, payment will be made on the next working day. (c) The Employee’s basic salary will be reviewed annually before December 31 st of each year and may or may not be increased from time to time at the Employer’s discretion. Any increase will take effect in January of the year following the review. There will be no review of the basic salary after notice has been given by either party to terminate the employment.  3 5.2 Bonus (a) Employee shall be eligible to receive a discretionary annual bonus with a target of 40% of base salary subject to such conditions as the Employer may determine. The Employer will endeavour to pay such bonus, if any, before March 31 st in the year following the financial year in which the bonus accrues. The Employer reserves the right to revise the level of bonus and the date of payment from time to time. (b) Any bonus payment shall be purely discretionary and shall not form part of the Employee's contractual remuneration under this agreement. If the Employer makes a bonus payment to the Employee in respect of a particular financial year of the Employer (being the period from 1 January to 31 December), it shall not be obliged to make subsequent bonus payments in respect of subsequent financial years of the Employer. (c) The Employer may alter the terms of any bonus targets or withdraw them altogether at any time without prior notice. (d) Except as set forth in Section 13 or Section 14, the Employee shall have no right to a bonus if his employment is terminated for any reason or no reason. (e) Any bonus shall not be pensionable. 5.3 Option grants (a) Subject to the Employee's compliance with clauses 5.3(b) and (c), the Employee shall be granted an option to purchase 200,000 shares of Parent’s common stock upon approval of the Compensation Committee of Parent’s Board of Directors. All options are subject to and governed by the terms and conditions of Parent’s stock option plan and Parent’s current standard initial hiring vesting schedule. The Employer and Parent reserve the right to amend the vesting schedule from time to time. (b) The Employee agrees to indemnify the Employer in full in respect of any liability of the Employer to account for any amount of income tax or primary (employee's) Class I National Insurance contributions arising in respect of the grant, exercise, release, cancellation or other disposal of the stock options, and that the Employee will within 14 days of the end of the income tax month in which such grant, exercise, release, cancellation or other disposal took place, pay to the Employer the full amount due in respect of this indemnity. The Employee agrees that the Employer may require security for monies due pursuant to this as a precondition of exercise. (c) The Employee shall sign a Joint Election Agreement ("Joint Election") which is in a form approved by the Employer's US auditor under US GAAP and approved by HM Revenue & Customs whereby the Employee assumes responsibility for any secondary (employer's) Class I National Insurance contributions arising in respect of such grant, exercise, release, cancellation or other disposal , and the Employee transfers to himself as a matter of English law, the liability for the Class 1 NICs which would otherwise fall on the Employer. Following the Employer's auditor’s and HM Revenue & Customs’ approval of a form of Joint Election, the Employee will be required to execute this Joint Election. Only following the Employee's execution of the Joint Election will the board consider granting the Employee the options.  4 5.4 Benefits (a) The Employee shall be entitled to participate in the Employer's private medical insurance scheme to be established from 1 July 2013 or such other private medical insurance scheme as the Employer may make available from time to time providing cover for the Employee. (b) The Employee shall either be entitled to participate in the Employer's pension scheme the Employer may make available from time to time (once set up) and Employer shall contribute to such scheme an annual sum equivalent to a minimum of 6% of the Employee’s gross annual salary or the Employer may instead contribute an annual sum of 6% of the Employee’s gross annual salary to a personal pension scheme of the Employee’s choosing. (c) The Employee shall be entitled to participate in the Employer's life insurance scheme to be established from 1 July 2013 or such other life insurance scheme as the Employer may make available from time to time. Prior to the establishment of such scheme, the Employer shall provide the Employee with access to life insurance cover to the value of three times the Employee’s basic salary. (d) Provided that the Employee holds a current driving licence, the Employee shall receive a car allowance for use of the Employee's own car of £830 per month, which shall be paid together with and in the same manner as his salary. The car allowance is subject to an annual review by the Employer at the same time as the review of the Employee’s basic salary and may be adjusted from time to time by the Employer at the Employer’s discretion. The Employee shall immediately inform the Employer if he is disqualified from driving and he shall cease to be entitled to the benefits under this clause. (e) To the extent that any of the benefits are taxable the Employee will be responsible for all those liabilities. (f) A contracting out certificate is not in force in respect of the employment. (g) Participation in any insurance based benefit (including private medical insurance, life assurance and permanent health insurance) is subject to the relevant policy terms and conditions from time to time in force, is conditional on the Employee satisfying any applicable requirements of the insurer and being accepted at normal rates of premium. The Employer shall have no liability to pay any benefit to the Employee unless it receives payment from the insurer. (h) The Employer reserves the right to amend or alter any benefit (including any commission plan, bonus or incentive based pay) at any time after reasonable consultation with the Employee. (i) Nothing in this agreement shall constrain or prevent the Employer from terminating the Employee's employment, notwithstanding that the Employee is or may be entitled to receive benefit payments or other benefits under any permanent health insurance scheme from time to time in force. 6. Expenses  5 6.1 The Employee shall be reimbursed all reasonable expenses properly incurred in the discharge of the Employee's duties in accordance with this contract and subject to any other instructions or regulations issued by the Employer from time to time. As a pre-condition of payment, the Employee will be expected to produce vouchers, receipts, or other evidence of the expenses in respect of which the Employee claims reimbursement. 6.2 The Employee must not without the prior written authorisation of the President, CEO or in breach of any applicable legislation directly or indirectly seek, receive or obtain, in respect of the performance of his duties or of any goods or services sold or purchased or other business transacted (whether or not by the Employee) by or on behalf of the Employer or any of the Employer’s Group Companies, any personal benefits, discount, rebate, commission, bribe, kickback or other inducement ("Inducement") (whether in cash or in kind). In the event that the Employee or any person on the Employee's behalf directly or indirectly receives any such Inducement, the Employee must immediately account to the Employer for the amount so received. 7. Place of Work 7.1 The Employee's primary place of work will be at the Employer's offices to be established within reasonable commuting distance to the Employee’s current home address. It is hereby agreed that the expected location of Employer’s office is deemed a reasonable commuting distance. 7.2 If the Employer requires the Employee to work permanently at a place which reasonably necessitates a move from his/her present address, the Employer will reimburse the Employee for reasonable relocation and removal expenses directly incurred as a result of the Employer requirements, including but not limited to stamp duties, solicitor’s fees, estate agent fees, removal and storage costs, survey and valuation costs, temporary accommodation costs. 7.3 In addition, the Employee will be required to work at such other places as the Employer may from time to time specify for the performance of the Employee's duties and shall travel to such parts of the world as the Employer may direct or authorise. If the Employer requires the Employee to work outside the United Kingdom for a consecutive period of more than one month it will provide him with written details of any terms and conditions which may apply to that work and his return to the United Kingdom. 8. Hours of Work 8.1 The normal working hours of the Employee will be 37.5 hours per week. The Employee will be entitled to an hour’s lunch break during each working day. 8.2 In addition the Employee shall be required to work at such other times as the Employer may reasonably require to meet the needs of the business of the Group Companies. The Employee will not be entitled to receive additional payment for such further work. The Employee accepts that by signing this Agreement he has agreed that regulation 4(1) of the Working Time Regulations 1998 shall not apply. The Employee may terminate his agreement to this provision by giving three months’ notice in writing.  In addition to annual holidays the Employee shall be entitled to paid holidays on all UK statutory and public holidays together with any additional holidays awarded by the Employer. 6 9. Holidays 9.1 Annual Holidays (a) The Employee's annual paid holiday entitlement is 26 working days in each holiday year. Holiday entitlement will accrue pro-rata to each completed month of employment. (b) The Employee is required to submit a holiday request form to his Line Manager for prior approval for all periods of leave. The times at which annual holidays may be taken are at the discretion of the Employer, and not more than 10 days may be taken at any one time unless with the permission of the Line Manager. (c) The holiday year runs from 1 January to 31 December. (d) The Employee is allowed to carry forward a maximum of 5 untaken holidays into the subsequent year only or, at the Employer’s discretion, be paid in lieu of a maximum of 5 untaken holidays. (e) The Employee must ensure that there is no unnecessary overlapping with the holidays of other staff who would be responsible for the Employee's duties whilst he is on holiday. (f) Holiday pay on termination of employment will be calculated by establishing the number of days holiday accrued in the holiday year up to the date of termination and subtracting from this the number of days taken during the current holiday year. The number of days remaining/owed, if any, will be paid to or deducted from the Employee. 9.2 Bank Holidays and Public Holidays 10. Sickness or Injury 10.1 If the Employee is absent from work due to sickness, he will be entitled to payment of his salary and benefits at the full rate for a period of 6 months in any period of 12 months after which time he may be entitled to statutory sick pay. Any other payment will be at the discretion of the Employer. 10.2 If the Employee is prevented by sickness from performing his duties properly, he shall report this fact promptly to his Line Manager, or another manager if the Line Manager is not available, before 10.00 a.m. on the first day of sickness together with an estimate of the period of absence envisaged. Any change in the estimated period of absence must be notified as soon as possible. 10.3 If the absence continues for more than 5 continuous working days a “fit-note” from the Employee's doctor should be submitted explaining the nature of the sickness or injury. 10.4 During all periods of absence due to sickness or injury the Employee should keep the Employer informed as to his likely date of return. 10.5 The Employee agrees to consent to medical examinations (at the Employer's expense) by a medical practitioner nominated by the Employer at any time during his employment should the Employer  so require. The Employee agrees that any report produced in connection with any such examination may be disclosed to the Employer and the Employer may discuss the contents of the report with the relevant medical practitioner and otherwise, as appropriate. The Employee is bound to comply with the duties imposed by the Health and Safety at Work Act 1974 or any substitution thereof or amendment or alteration thereto ("the Act") and the Health and Safety Regulations made or to be made under the Act and in particular with the duties set out under section 7 of the Act which require an employee to: (a) take reasonable care for the health and safety of her or herself and of others who may be affected by his acts or omissions at work; (a) as regards any duty imposed on the Employer or any other person, co-operate with the Employer so far as is necessary to enable that duty to be performed or complied with. 7 10.6 A Form SC2 (Self Certification of Sickness) is required in all cases of uncertified sickness. 10.7 If the Employee is absent for more than 26 weeks in any 12 month period due to sickness or injury then the Employer is entitled to terminate the employment by giving at least statutory minimum notice. In the case of such termination, Sections 13 and 14 hereof shall not be applicable. 11. Parental Leave/Paternity Leave/Maternity Leave 11.1 Employees with the requisite period of service may be entitled to statutory parental leave and/or paternity/maternity leave. 11.2 Full details of the relevant regulations and entitlements may be obtained on request from the Line Manager. 12. Health and Safety 13. Notice of Termination 13.1 In order to terminate the employment under this contract the Employee is required to give to the Employer, and the Employer is required to give to the Employee, six months written notice (the “Period of Notice”). 13.2 The Employer reserves the right to terminate the Employee’s employment immediately in writing and pay the Employee a sum reflecting the Employee’s basic salary, taxable value of benefits and pro rated bonus that otherwise would have accrued during the Period of Notice in lieu of notice. 13.3 After notice has been served by the Employer or the Employee, the Employer may: (a) require the Employee to carry out no duties; or (b) require the Employee to remain away from the office; or (c) require the Employee not to have any communication with any existing or prospective customers of the Employer in relation to the business of the Employer; or  and in each case the Employer will continue to pay the Employee salary and provide all other benefits arising under this Agreement during the Period of Notice including bonus or other performance related benefits. During such Period of Notice, the Employee shall remain an employee of the Employer and will continue to be bound by the terms and conditions of his employment. 8 (d) require the Employee to carry out such duties as the Employer may require Provided that such duties are of a standard appropriate to the Employee's job description and status, 13.4 Upon the termination of the Employee's employment for whatever reason or after notice having been served at the request of the Employer or if the Employee shall cease for any reason to be a director of the Employer, the Employee shall forthwith, if so required by the Employer resign without any claim for compensation or damages from any office or appointment held by him in the Employer or in any Group Member, and of all other companies of which he shall have been appointed a director by the Employer or Group Member by virtue of any right of nomination vested in such member. The Employee hereby irrevocably authorises the Employer to appoint such person in his place and on his behalf to do all such things and execute all such documents which he is obliged to execute and do under this agreement (including without limitation those documents which may be necessary for, or incidental to, his resignation from office). 14. Termination of Employment 14.1 If (i) the Employer serves notice to terminate the Employee's employment contract for reasons other than Gross Misconduct or (ii) the Employee resigns from his employment where he has been Constructively Dismissed by the Employer: (a) The Employer shall respect the Period of Notice outlined at clause 13 above; and (b) subject to clause 14.2, the Employer shall, in addition to the notice entitlement outlined at clause 13 above pay the Employee a sum representing six months’ basic salary , accrued bonus and taxable value of any accrued benefit entitlements (the " Agreed Sum ") within one month following the effective date of termination subject to deduction of income tax and national insurance contributions. 14.2 The payment of the Agreed Sum shall be conditional on and in consideration of: (a) the Employee complying with (and continuing to comply with) his obligations relating to confidentiality, intellectual property and restrictive covenants as set out in his Confidentiality and Proprietary Information Agreement (notwithstanding that the employment may, or without the payment of the Agreed Sum, might otherwise have been repudiated by the Employer); (b) the Employee executing a compromise agreement in full and final settlement of all and any claims that he/she may have arising out of his/her employment or its termination in a form to be provided by the Employer; and (c) the Employee returning the Employer’s property, including the equipment referenced in clause 21.  9 15. Summary Dismissal 15.1 In the following circumstances, which are intended by way of example only of what may be regarded as Gross Misconduct, and not by way of a complete list, the Employee will be dismissed summarily by written notice to operate from the date of such notice and the Employee will not be entitled to any further notice or payment under his terms of employment, including Sections 13 and 14 hereof, except such sum as has accrued and is due at the date of termination: (a) committing any material breach of this Agreement including any material breach of any fiduciary duties owed to any Group Company; (b) improperly divulging to any third party any confidential or non-public information regarding any of the Group Companies, their employees or any person with whom any of the Group Companies deals; (c) committing any act or divulging any information which is contrary to or damages the interests or objectives of any of the Group Companies; (d) committing any criminal offence which in the opinion of the Employer makes the Employee unsuitable for the type of work that the Employee is employed to do or may reasonably be expected to do or which makes him unacceptable to other employees; (e) dishonest conduct; (f) violent, obscene or abusive behaviour towards other employees or officers of any of the Group Companies; (g) serious or wilful breach of the Employee's duties; (h) if the warranties given by the Employee at clause 4 are found to be misleading or incorrect; (i) attending any of the Group Companies premises or engaging in any of the Group Companies business whilst under the influence of alcohol or unlawful drugs; (j) any breach of the Bribery Act; or (k) if the Employee fails or ceases to meet the requirements of, or is guilty of a serious breach of the rules of, any regulatory body or any other entity whose consent or approval is required to enable the Employee to undertake all or any of his duties. 15.2 Any other serious or irreparable act or omission by the Employee may be regarded as Gross Misconduct where such act or omission is, in the reasonable opinion of the Employer likely to (or has) cause(d) serious harm to the business or reputation of any of the Group Companies. 15.3 For the avoidance of doubt, in the event the Employer terminates Employees employment for Gross Misconduct, Sections 13 and 14 hereof shall not be applicable. 16. Disciplinary Procedure 16.1 This disciplinary procedure does not form part of the Employee's contract of employment (save and only to the extent that it may from time to time be required to do so by law). The Employer  accepts that it is in the interests of good relations with its staff to ensure that there is a fair and proper disciplinary procedure. 10 16.2 Any Employee who departs from normally expected standards or who violates the Employer's rules will be liable to disciplinary action. 16.3 If disciplinary action which may lead to disciplinary measures is to be taken against the Employee (other than suspension under (d) and (e) of clause 15.1 above or issuing of a warning – where modified procedures may apply), the following procedure will normally apply. The Employee will receive a letter setting out the alleged conduct or other circumstances and inviting the Employee to attend a disciplinary hearing. The hearing will be set at a time and date to allow the Employee time to consider the allegations against him. At the disciplinary hearing (which the Employee must take all reasonable steps to attend) the Employee will be given the opportunity to respond to the issues raised. The decision on the hearing will be notified to the Employee after the hearing, along with details of the right to appeal. The Employee will have the right to be accompanied to any disciplinary hearing and subsequent appeal by a colleague or trade union official. 16.4 The Employer reserves the right to suspend the Employee on full pay pending investigation where the Employer has reasonable grounds to believe that the Employee's continued employment might be prejudicial to the Employer's business or other employees. 16.5 The Employer reserves the right to suspend the Employee with pay and benefits as a disciplinary measure. 16.6 Disciplinary action will vary in accordance with the seriousness of the Employee’s offence. Minor instances of wrongdoing may result in a verbal or written warning. More serious offences or repeated infringements may result in a final written warning. The most serious offences or repeated infringements following a final written warning may result in dismissal with or without notice. 16.7 The Employee may appeal against any disciplinary action taken. The Employee will then be invited to attend an appeal hearing (and must take all reasonable steps to do so). Following any such appeal, the Employee will be informed of the outcome. 17. Grievance Procedure 17.1 It is expected that most grievances may be resolved informally. However, if the Employee wishes to raise a formal grievance relating to his employment he should raise it in the first instance in writing with his Line Manager setting out the nature of the grievance. The Line Manager will then invite the Employee to a hearing to discuss the grievance. The hearing will be scheduled to allow time for the Employer to consider the issues raised. After the meeting, the Employer will inform the Employee of the decision and of his right to appeal. 17.2 If the grievance is not satisfactorily resolved in this way then the Employee may appeal the matter in writing. The Employee will be invited to an appeal hearing, following which the Employer shall communicate that decision in writing to the Employee. The appeal decision shall be final. 17.3 This policy does not form part of the contract of employment, save and only to the extent expressly required by law. If the Employee wishes, he may be accompanied at either or both hearings by a colleague or trade union official.  11 18. Sexual Harassment 18.1 The Employer considers that sexual harassment in the workplace is unacceptable and will treat all complaints seriously. 18.2 An employee who feels that he has been subjected to sexual harassment should raise the matter with his Line Manager under the terms of the grievance procedure set out in clause 17 above. 18.3 An Employee who is found to be the perpetrator of harassment will be liable to disciplinary action under the terms of the disciplinary procedure set out in clause 16 above. The Employer may exercise its discretion as to the disciplinary measures which will be taken, depending on the nature of the conduct. 19. Data Protection 19.1 The Employee agrees that personal data relating to the Employee (including sensitive personal data such as medical details) may to the extent that it is necessary in connection with the Employee’s employment or the business of any of the Group Companies: (a) be collected and held (in hard copy and computer readable form) and processed by any of the Group Companies; and (b) be disclosed to: (i) other employees of the Employer and the Employer’s Group Companies where they are required to hold this information for a specific reasonable business purpose; (ii) any other persons as may be necessary (such as third party benefit providers or administrators) or as authorised by the Employee; or (iii) as otherwise required or permitted by law. 19.2 This consent applies regardless of the country to which the data is to be transferred. Where the disclosure or transfer is to a destination outside the European Economic Area, the Employer shall take all possible steps to ensure that the Employee’s personal data continues to be adequately protected, though the Employee may no longer have rights under data protection law. 19.3 The Employer may, from time to time, monitor the Employee's use of the internet and of email communications received, created, stored, sent or forwarded by the Employee on equipment provided by the Employer to the Employee for the performance of his duties where necessary to check facts relevant to the business, ensure compliance with Employer policies and procedures and investigate or detect unauthorised use of the Employer's system. 19.4 If the Employee has any queries regarding the Employee’s personal data, these should be raised with the Line Manager. 20. Deductions 20.1 The Employee consents to the deduction from any sum otherwise payable to the Employee by reason of his employment (or its termination) the value of any claim of whatever nature and in  whatever capacity that the Employer may bona fide have against the Employee, including but not limited to: The Employer shall provide, at its own cost, equipment such as general office facilities, stationery, computer or laptop, mobile telephone, dedicated work related landline, internet connection and any other required equipment to facilitate home working at the Employee’s home address which are necessary to carry out the Employee’s duties from home. This contract shall be governed by and construed in accordance with the law of England and Wales and each party to this agreement submits to the non exclusive jurisdiction of the courts and tribunals of England and Wales. 12 (a) overpayment of wages; (b) overpayment in respect of expenses incurred by the Employee in carrying out his duties; (c) loans which the Employer may from time to time make to the Employee; and (d) advances on wages which the Employer may from time to time make to the Employee. 20.2 The Employee further consents that the Employer has the right to deduct from the Employee's salary or other sums due to the Employee a sum in respect of accrued holiday entitlement if at the date of termination of the Employee's employment he has taken in excess of his accrued holiday entitlement. 21. Equipment 22. Choice of Law 23. The Employer reserves the right to amend the terms in this contract subject to the appropriate consultation with the Employee. 24. Definitions “Group Company” the Employer and its Parent Undertakings, its Subsidiary Undertakings and the Subsidiary Undertakings of any of its Parent Undertakings from time to time having the meanings set out in the Companies Act 2006. “Constructively Dismissed” shall mean that Employee resigns within 7 days after one of the following conditions has come into existence without his consent: (i) a reduction in Employee’s base salary or benefits; (ii) a material adverse change in Employee’s primary responsibilities, duties or seniority; (iii) a geographical relocation of the Employer’s corporate headquarters, or the Employee’s primary business location, to a location that is more than 35 miles from the then-present location of the Employer’s corporate headquarters or Employee’s primary business location, as the case may be; (iv) any breach by the Employer of this Agreement which is material and which is not cured, or is not capable of being cured, within 30 days after written notice  thereof to the Parent and the Board of Directors of the Parent from Employee. Executed and delivered as a deed on the date and year first mentioned above. Director in the presence of: Witness: /s/ Jane Hughes Name: Jane Hughes Address: 6445 Hampton Creek Cumming, GA 30041 the Employee in the presence of: Witness: /s/ Andrew Oliver Name: Dr. Andrew Oliver Address: 20 Othello Ave Warwick Warks CV34 6ED 13 EXECUTED as a deed ) /s/ Dan Myers by the Employer by: ) Dan Myers ) President/CEO EXECUTED as a deed by ) the Employee ) /s/ Philip Ashman ) Philip Ashman ) EXHIBIT 10.41 CONFIDENTIAL TREATMENT REQUESTED MASTER SERVICES AGREEMENT BETWEEN QUINTILES COMMERCIAL EUROPE LIMITED AND ALIMERA SCIENCES INC. 1 CONFIDENTIAL TREATMENT REQUESTED MASTER SERVICES AGREEMENT THIS Master Services Agreement (“ Agreement ”) is made between:- (Each a “ Party ”, and together the “ Parties ”) WHEREAS :- NOW IT IS HEREBY AGREED as follows:- 2 **** CERTAIN INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. 1. QUINTILES COMMERCIAL EUROPE LIMITED a company organised and existing pursuant to the laws of England and Wales (under Company Registration No 2246066) and having its registered office at 500 Brook Drive, Green Park, Reading RG2 6UU, England (hereinafter referred to as “ Quintiles Commercial ”), and 2. ALIMERA SCIENCES, INC. , a company organised and existing pursuant to the laws of the State of Delaware, United States of America and having its registered office at 6120 Windward Parkway, Suite 290, Alpharetta, GA 30005 U.S.A. (hereinafter referred to as “ Alimera ”). A. Alimera and/or its Affiliates (as defined below) are in the business of developing, manufacturing and/or distributing pharmaceutical products, medical devices and/or biotechnology products. Quintiles Commercial and its Affiliates are in the business of providing sales services, marketing services and commercialisation services, strategic planning & project management services, market access and pricing & reimbursement services, drug safety & medical affairs services including pharmacovigilance, medical information & medical communication services, medical science liaison and other regulatory support and consultancy advice in Europe for the pharmaceutical, medical device and biotechnology industries. B. Alimera and Quintiles Commercial desire to enter into this Agreement to provide the terms and conditions upon which Alimera and/or its Affiliates may engage Quintiles Commercial and/or its Affiliates to provide, without limitation, marketing, brand management, sales promotion & detailing services, strategic planning services, project management services, market access and pricing & reimbursement support, exploitant services, regulatory services, medical science liaison & communications services and/or consultancy advice to Alimera and/or its Affiliates in relation to the commercialisation of Alimera’s pharmaceutical product ILUVIEN ® (intravitreal implant of sustained-release fluocinolone acetonide, for the treatment of chronic diabetic macular edema) (the “ Product ”) in certain mutually agreed territories in Europe which may include, without limitation, the UK, Germany, France, **** (each a “ Territory ”, and together the “ Territories ”) by executing individual Project Orders (as defined below) specifying the details of, without limitation, the services, fees and pass-through expenses, respective responsibilities and obligations of the parties, duration, termination and related terms and conditions. CONFIDENTIAL TREATMENT REQUESTED 3 1. Scope of the Agreement; Project Orders; Nature of Services; Joint Steering Committee. 1.1 Scope of Agreement. 1.1.1 As a “master” form of agreement, this Agreement allows the Parties and/or their respective Affiliates to contract for individual projects through the issuance of separate Project Orders, without having to re-negotiate the basic terms and conditions contained herein. 1.1.2 This Agreement covers the provision of Services (as defined below) by Quintiles Commercial and/or Quintiles Commercial’s Affiliates (as set forth in Clause 15 below) and, accordingly, this Agreement represents a vehicle by which Alimera and/or its Affiliates can efficiently contract with Quintiles Commercial and its Affiliates for a broad range of Services. The term “ Affiliate ” shall mean any corporation or business entity controlled by, controlling or under common control with a Party to this Agreement only for so long as such control continues to exist. For this purpose, the term “control” shall mean the ability to vote more than fifty percent (50%) of the voting securities of any entity or otherwise having the ability to direct the management and policies of an entity. 1.2 Project Orders. 1.2.1 Quintiles Commercial and Alimera intend that their respective Affiliates may execute Project Orders directly pursuant to the terms of this Agreement. Unless the context requires otherwise, (i) in the case of a Project Order executed by an Alimera Affiliate(s), for the purposes of that Project Order references to “Alimera” in this Agreement (and the related rights and obligations) shall mean the relevant Affiliates of Alimera which is a party to that Project Order, and (ii) in the case of a Project Order executed by a Quintiles Commercial Affiliate(s), for the purposes of that Project Order, references to “Quintiles Commercial” in this Agreement (and the related rights and obligations) shall mean the relevant Affiliates of Quintiles Commercial which is a party to that Project Order, and (iii) any reference to the employees, agents and representatives of Alimera or of Quintiles Commercial in this Agreement shall mean employees, agents and representatives of that Affiliate consistent with the foregoing. Quintiles Commercial shall ensure that each of its Affiliates (and each of their employees, agents and representatives) complies with all obligations imposed on Quintiles Commercial under this Agreement. Any breach of any such obligations by any Quintiles Commercial Affiliate (or any of their employees, agents and representatives) shall be deemed a breach by Quintiles Commercial of its obligations under this Agreement, and Quintiles Commercial shall be jointly and severally responsible and liable for any breach of any such obligations by any Quintiles Commercial Affiliate (or any of their employees, agents and representatives). CONFIDENTIAL TREATMENT REQUESTED The scope of the services covered by this Agreement in respect of which individual Project Orders may from time to time be entered into as provided above may include without limitation marketing, brand management, sales promotion & detailing services, strategic planning services, project management services, market access and pricing & reimbursement support, exploitant services, regulatory services, medical science liaison & communications services and consultancy advice requested by Alimera or its Affiliates from time to time and agreed to by Quintiles Commercial as set forth in each applicable Project Order (the “ Services ”). For the avoidance of doubt, nothing in this Agreement shall be construed to transfer from Alimera to Quintiles Commercial and/or any of its Affiliates any regulatory requirements unless such transfer is specifically provided for in the applicable Project Order. Quintiles Commercial and Alimera shall establish a Joint Steering Committee (“ JSC ”). The JSC shall have overall strategic responsibility for managing the relationship established by this Agreement. In overseeing the operational aspects of commercialisation, the JSC shall, without limitation and in addition to other specific obligations set forth in this Agreement and the Project Orders: (i) discuss and agree upon the mission and vision for the relationship between the Parties and ensure that such mutually agreed upon mission and vision are carried out, (ii) maintain senior level focus, (iii) review business performance, including, without limitation, ****, (iv) **** 4 **** CERTAIN INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. 1.2.2 The specific details of each project and the Services to be undertaken by Quintiles Commercial and/or its Affiliate(s) shall be separately negotiated and specified in writing on terms and in a form acceptable to the Parties, as evidenced by each Party’s execution of such writing (each such writing, a “ Project Order ”). Each Project Order will include, as appropriate, the scope of the Services, time line, and budget and payment terms. Each Project Order shall be subject to, and shall be deemed to incorporate by reference, all of the terms and conditions of this Agreement, in addition to the specific details set forth in the Project Order. To the extent any terms or provisions of a Project Order conflict with the terms and provisions of this Agreement, the terms and provisions of this Agreement shall control, except to the extent that the applicable Project Order expressly and specifically states an intent to supersede the Agreement on a specific matter. Any modification of the terms and provisions of this Agreement within a Project Order will apply only to that Project Order in which the modification is set forth. 1.3 Nature of Services. 1.4 Joint Steering Committee. 1.4.1 Formation; Purposes. CONFIDENTIAL TREATMENT REQUESTED ****, (v) ensure that Alimera has access to Quintiles Commercial knowledge and experience with respect to ****, as appropriate, (vi) coordinate training activities for the Quintiles Commercial personnel deployed in each Territory, (vii) ****, (viii) facilitate the flow of information between the Parties for the betterment of the Services to be provided under each Project Order, and (ix) act as an escalation forum for unresolved operational issues. In addition to ensuring the effective implementation of this Agreement and the Project Orders entered into hereunder, the JSC shall have initial responsibility for resolving disputes between the Parties. Other key issues to be discussed by and within each quarterly meeting of the JSC (referred to at Clause 1.4.3 below) shall include, without limitation: **** The composition of the JSC will consist of **** representatives appointed by Alimera and **** representatives appointed by Quintiles Commercial, **** 5 **** CERTAIN INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. 1.4.2 Membership of the JSC. CONFIDENTIAL TREATMENT REQUESTED **** Either Party may substitute or replace members of the JSC to serve as their representatives upon written notice to the other Party, provided that all such representatives shall be individuals of appropriate authority and seniority. The Parties shall appoint the initial members of the JSC not later than the date that the Parties enter into the first Project Order hereunder (as indicated by the date of the last signature to such Project Order). Each Party may invite (in its reasonable and good faith discretion) additional employees and/or independent contractors to attend the JSC meetings upon written notice to the other Party. Such additional employees and/or independent contractors shall not have the right to vote with respect to matters requiring the decision or approval of the JSC. The JSC shall operate by consensus. The representatives of each Party shall have collectively one (1) vote on behalf of such Party; provided that no such vote taken at a meeting shall be valid unless a representative of each Party is present and participating in the vote. In the event of a dispute within the JSC such that no decision can be made with respect to a particular issue after attempted resolution by good faith and diligent negotiation between the Parties, ****. The JSC shall meet as frequently as may be agreed upon, to review the progress in the implementation of the responsibilities and obligations under this Agreement and, in any event, shall meet (normally in Europe) or arrange a telephone conference call no less than once every calendar quarter in each calendar year of this Agreement with effect from the 1 st November 2012. The JSC shall perform any and all functions as allocated to it under the provisions of this Agreement to further the purposes of this Agreement and each Project Order as reasonably determined by the Parties. The Parties will mutually agree, if applicable, on the location (normally in Europe) of each such meeting, and the text of the final agenda for each meeting. Immediately after each meeting of the JSC, minutes shall be drawn up by Quintiles Commercial and mutually agreed upon by both Parties promptly thereafter (as evidenced by signatures of each of the Parties on such minutes). Where such meetings of the JSC take place in Europe then each Party shall bear the travel cost and accommodation costs and expenses of its respective representatives. Where such meetings take place outside of Europe then Alimera shall bear the reasonable travel cost and accommodation costs and expenses of its representatives as well as the reasonable travel and accommodation costs of the representatives of Quintiles Commercial attending such meetings. 6 **** CERTAIN INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. 1.4.3 Meetings. CONFIDENTIAL TREATMENT REQUESTED The JSC shall have no authority to amend, vary, modify or waive compliance with the terms and conditions of this Agreement or any Project Order, or subject to Clause 1.2.2, to approve actions of the Parties which are inconsistent with this Agreement or any Project Order. Such approvals, amendments, variations, modifications or waivers shall be effective only if implemented by means of a formal written amendment or written waiver to this Agreement or a Project Order that is executed by a duly authorised officer of each Party. 7 **** CERTAIN INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. 1.4.4 No Authority to Modify Agreement. 2. Payment of Fees and Pass-Through Expenses. 2.1 In full consideration of the Services provided under a Project Order, Alimera (or its Affiliate who is a party to the relevant Project Order) will pay Quintiles Commercial (or its Affiliate who is a party to the relevant Project Order) for all undisputed fees for the Services (“ Fees ”), and all properly incurred out-of-pocket costs and pass-through expenses (“ Pass-Through Expenses ”) in accordance with the budget and payment schedule(s) set out in each Project Order. Alimera agrees that the budget and payment schedule(s) (with respect to the payment of all such Fees and Pass-Through Expenses) for each Project Order ****. Unless otherwise agreed in a particular Project Order, the following shall apply: (a) Quintiles Commercial will invoice Alimera monthly in advance for the estimated agreed Fees and estimated agreed Pass-Through Expenses incurred in performing the Services; and (b) Alimera shall pay each invoice within ****. All Value Added Tax (or the equivalent of such taxable charge in each Territory) (“ VAT ”) and similar taxes and duties on the Fees and Pass-Through Expenses (if any) shall be for the account of Alimera or the relevant Alimera Affiliate that is a party to the relevant Project Order, as the case may be. 2.2 Quintiles Commercial and Alimera hereby further acknowledge and agree that:-2.2.1 **** CONFIDENTIAL TREATMENT REQUESTED **** 8 **** CERTAIN INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. 2.2.2 Notwithstanding the foregoing, it has been mutually agreed by Quintiles Commercial and Alimera that the agreed **** in respect of the initial Project Orders to be entered into in respect of the Territories of UK, France and Germany for the **** under each Project Order in respect of UK, France and Germany, Provided Always that in respect of the initial Project Orders for the UK, France and Germany that such Project Orders are each fully executed and implemented (as evidenced by ****) in each of the aforesaid Territories no later than ****. If, for whatever reason, any one or more of the initial Project Orders for each of these three Territories of the UK, France and Germany is not executed and implemented as aforesaid **** for the Territories of UK, France and Germany which has not been executed and implemented as aforesaid and the **** (as defined and set out in each Project Order) in respect of the remainder of the duration of each of the initial Project Orders for the Territories of UK, France and Germany which has not been executed and implemented as aforesaid, which Alimera shall pay on submission of appropriate invoices. 2.2.3 For the avoidance of doubt, Alimera and Quintiles Commercial hereby agree that the **** (as defined and set out in each Project Order) in respect of all additional Project Orders to be entered into by the Parties and/or their respective Affiliates shall be **** of each such Project Order. 2.3 If any portion of an invoice is disputed, then **** as set forth therein in accordance with Clause 2.1 and the Parties shall **** CONFIDENTIAL TREATMENT REQUESTED ****. This Agreement shall commence with effect from the 6 th August 2012 and shall continue thereafter for a period of five (5) years (the “Term ”), unless or until terminated by either Party in accordance with Clause 14 below. The term of each specific Project Order shall be set forth in the individual Project Order, and each Party’s rights to terminate a Project Order is set forth in Clause 14 below and the applicable Project Order. Notwithstanding the foregoing, if any Project Orders remain in effect at the expiration of the Term, this Agreement shall continue in effect solely as it applies to any such Project Order until the termination or expiration of such Project Order. Termination of a Project Order shall not affect the validity of this Agreement except in respect of the terminated Project Order. It is understood that during the course of this Agreement and each Project Order, Quintiles Commercial, its Affiliates and its and/or their respective employees may be exposed to data and other materials and information that are confidential and proprietary to Alimera and/or its Affiliates. All such data, materials and information that are marked or otherwise identified as confidential at the time of disclosure or that are of such a nature 9 **** CERTAIN INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. 2.4 All Quintiles Commercial Fees and Pass-Through Expenses are net of VAT and applicable sales taxes. All applicable VAT and sales tax will be applied to each invoice where legally required and charged at the prevailing rate for payment by Alimera (unless such VAT and sales tax was previously paid by Alimera pursuant to Clause 2.5). 2.5 In the event that taxes or duties, of whatever nature, are required to be made or withheld on payments made pursuant to this Agreement or an applicable Project Order by any state, federal, provincial or foreign government, including, but not limited to, VAT, ****. Alternatively, Quintiles Commercial may invoice Alimera for the taxes, without a mark-up, as a pass-through expense, collect the taxes from Alimera, and pay the taxes due on the Services. For the avoidance of doubt, the requirements of this provision shall not apply to any employment-related taxes, duties or withholding or any taxes due on the income of Quintiles Commercial and shall only apply to taxes applicable to the Services. Each Party will reasonably cooperate with the other Party in providing any requested documents and/or in completing and filing any documents required under the provisions of any applicable tax laws or under any other applicable law in connection with the making of any required tax payment or withholding payment or in connection with any claim to a refund of or credit for any such payment. 3. Term. 4. Confidentiality. CONFIDENTIAL TREATMENT REQUESTED or disclosed in such a manner that a reasonable person would understand such information to be confidential as well as all Alimera Property as defined in Clause 5.1 below (hereinafter collectively referred to as “ Alimera Confidential Information ”), written or verbal, tangible or intangible, made available, disclosed, or otherwise made known to or obtained, collected, discovered or developed by Quintiles Commercial, its Affiliates and/or its or their respective employees as a result of carrying out the Services for Alimera and/or its Affiliates under this Agreement or a Project Order shall be considered confidential and shall be considered the sole property of Alimera and shall be treated as such by Quintiles Commercial and its Affiliates. All data, materials and information regarding Quintiles Commercial’s and its Affiliates’operations, methods, and pricing, that is marked or otherwise identified as confidential at the time of disclosure or that is of such a nature or disclosed in such a manner that a reasonable person would understand such information to be confidential, howsoever disclosed, made available or otherwise made known to Alimera and/or its Affiliates by Quintiles Commercial and/or its Affiliates in connection with this Agreement and/or each Project Order as well as all Quintiles Commercial Property (as defined in Clause 5.2 below) (hereinafter collectively referred to as the “ Quintiles Commercial Confidential Information ”) is proprietary, confidential information belonging to Quintiles Commercial and/or its Affiliates, as the case may be, and shall be treated as such by Alimera and its Affiliates. The Quintiles Commercial Confidential Information together with Alimera Confidential Information shall hereinafter be collectively referred to as the “ Confidential Information ”. The Confidential Information of the disclosing Party shall be used only by the receiving Party’s employees or those employees of its Affiliates who (i) have a need to know the same only for purposes of performing the receiving Party’s obligations hereunder or under a relevant Project Order or in the case of Alimera, also for purposes of benefitting from the Services provided under this Agreement and the Project Orders, and for no other purpose, and (ii) provided that the employees of such Party or those of its Affiliates to whom such Confidential Information is disclosed is bound by written obligations of confidentiality the same as or substantially similar to those herein and that the Party disclosing such information remains responsible for any breaches of confidentiality by such person to whom such information is disclosed. Each Party agrees that it will not reveal, publish or otherwise disclose the Confidential Information of the other Party to any third party without the prior written consent of the disclosing Party, unless otherwise expressly permitted in this Agreement, for example, under the last paragraph of this Clause 4 or under Clause 11. Unless otherwise expressly permitted in this Agreement, for example, under this paragraph of this Clause 4 or under Clause 11, each Party agrees that it will not disclose the terms of this Agreement or any Project Order to any third party without the written consent of the other Party, which shall not unreasonably be withheld or delayed. Notwithstanding the foregoing, either Party may disclose the existence of this Agreement and/or any Project Orders and/or any of their terms in connection with any financing transaction or due diligence inquiry, provided that the third party to whom such information is disclosed is first bound by written confidentiality obligations substantially similar to those herein and the Party disclosing such information is and shall remain responsible for any breaches of confidentiality by the third party to whom such information is disclosed. These obligations of confidentiality and 10 CONFIDENTIAL TREATMENT REQUESTED nondisclosure shall remain in effect for a period of **** after the completion or termination of the applicable Project Order. The foregoing obligations shall not apply to Confidential Information to the extent that it: (a) is or becomes generally available to the public other than as a result of a disclosure by the receiving Party; (b) becomes available to the receiving Party on a non-confidential basis from a source which is not prohibited from disclosing such information; (c) was developed independently of any disclosure by the disclosing Party or was known to the receiving Party prior to its receipt from the disclosing Party, as shown by written evidence, unless in the case of Quintiles Commercial as the receiving Party, such information was developed or learned by Quintiles Commercial in the course of performing Services for Alimera; (d) is disclosed under obligations of confidentiality by the receiving Party to a third party with the written agreement of the disclosing Party; or (e) is required by applicable law or regulation to be disclosed, provided that if the receiving Party is required by applicable law or regulation to disclose the Confidential Information of the disclosing Party, (i) the receiving Party shall give the disclosing Party prompt notice of such fact so that the disclosing Party may seek to obtain a protective order or other appropriate remedy concerning any such disclosure and/or waive compliance with the non-disclosure provisions of this Agreement and (ii) the receiving Party shall reasonably cooperate with the disclosing Party in connection with the disclosing Party’s efforts to obtain any such order or other remedy. If any such order or other remedy does not fully preclude disclosure or the disclosing Party waives such compliance, the receiving Party may make such disclosure only to the extent that such disclosure is legally required. 5. Ownership and Property. 11 **** CERTAIN INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. 5.1 All of (a) Alimera’s and its Affiliates’ patents, inventions, processes, databases, knowhow, trade secrets, copyrights, trade names, trademarks, service marks, proprietary data, information and materials (including, without limitation, business plans and strategies and regulatory, marketing, sales and pricing data and information for Product) and intellectual property, and (b) all improvements by Alimera and/or its Affiliates to any of the foregoing shall remain or be the sole and exclusive property of Alimera and/or its Affiliates, as the case may be. Furthermore, ****, all inventions, processes, databases, data, reports, documents, records and other information and materials collected, obtained, maintained, conceived, made or developed by Quintiles Commercial and/or its Affiliates during the course of carrying out the Services for Alimera and/or its Affiliates under this Agreement and/or the Project Orders (“ Work Product ”) (collectively, with (a) and (b) above, “Alimera Property ”) shall remain or be the sole and exclusive property of Alimera, and the rights of Quintiles Commercial and/or its Affiliates to use such Alimera Property shall be limited to those expressly permitted by this Agreement or any Project Order. Quintiles Commercial will promptly provide and fully disclose all Work Product to Alimera. All Work Product are works made for hire to the extent allowed by law and, in addition, Quintiles Commercial agrees to make and does hereby make all assignments necessary to accomplish the CONFIDENTIAL TREATMENT REQUESTED foregoing ownership. Quintiles Commercial shall assist Alimera, at Alimera’s reasonable expense, to further evidence, confirm, record and perfect such assignments, and to obtain, maintain, enforce, and defend any rights assigned. 12 **** CERTAIN INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. 5.2 Alimera acknowledges that Quintiles Commercial and/or its Affiliates possess certain inventions, processes, databases, know-how, trade secrets, proprietary data, information and materials, intellectual properties and other assets, including but not limited to analytical methods, procedures and techniques, procedure manuals, financial information and data, computer technical expertise and software, and business practices which have been independently developed by Quintiles Commercial separate and apart from this Agreement and which relate to its business or operations (collectively “ Quintiles Commercial Property ”). Alimera agrees that all such Quintiles Commercial Property and improvements thereto which are used, modified, developed or updated by Quintiles Commercial under or during the term of this Agreement or any Project Order are the sole and exclusive property of Quintiles Commercial. 5.3 **** 5.3.1 **** 5.3.2 **** CONFIDENTIAL TREATMENT REQUESTED **** At the completion of the Services by Quintiles Commercial in relation to any Project Order or at the expiration or termination of this Agreement all relevant documents and materials provided by Alimera and/or its Affiliates and all Work Product, regardless of the method of storage or retrieval, shall be returned or provided promptly to Alimera and/or its Affiliates in such form as is then currently in the possession of Quintiles Commercial and/or its Affiliates. Alternatively, at Alimera’s or its Affiliates’ written request, such documents, materials and/or Work Product may be retained by Quintiles Commercial or its Affiliate for Alimera or its Affiliates for an agreed-upon time period, or disposed of pursuant to the written directions of Alimera or its Affiliates. If Alimera or any of its Affiliates makes such written request, Alimera or its Affiliates shall pay the costs mutually agreed upon by the applicable parties associated with any of the above retention or disposal options, provided always that such costs are mutually agreed upon by the Parties prior to the commencement of any of the above retention or disposal options. Quintiles Commercial, however, reserves the right to retain, at its own cost and subject to the confidentiality provisions herein, a copy of all the materials that may be needed to satisfy applicable regulatory requirements or to resolve possible disputes with Alimera and/or its Affiliates regarding the Services. Nothing in this Agreement shall be construed to transfer from Alimera to Quintiles Commercial any regulatory record-keeping requirements unless such transfer is specifically provided for in the applicable Project Order. 13 **** CERTAIN INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. 6. Records and Materials. 7. Independent Contractor Relationship. 7.1 For the purposes of this Agreement and any Project Order, the Parties hereto and their respective Affiliates are independent contractors and nothing contained in this Agreement or any Project Order shall be construed to place them in the relationship of partners, principal and agent, employer and employee or joint venturers. Neither Party shall have the power or right to bind or obligate the other Party, nor shall either Party hold itself out as having such authority. 7.2 No provision of this Agreement or any Project Order shall be deemed to create or imply any contract of employment between Alimera and any employee of Quintiles Commercial and/or any of its Affiliates. All persons performing the Services shall be employees of Quintiles Commercial or its Affiliates, or subcontractors engaged by Quintiles Commercial or its Affiliates with prior written consent of Alimera or its Affiliates, and none of such persons shall be entitled to any benefits applicable to employees of Alimera or its Affiliates. CONFIDENTIAL TREATMENT REQUESTED 14 **** CERTAIN INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. 7.3 Quintiles Commercial and/or its Affiliates shall be responsible for the management of all employer obligations in connection with their employees who perform the Services. Employees of Quintiles Commercial and its Affiliates shall remain exclusively under the direct authority and control of Quintiles Commercial and its Affiliates. Alimera and/or its Affiliates may be involved in providing training, direction or equipment to a Quintiles Commercial employee only in the manner and to the extent specifically described in a Project Order. The employer obligations of Quintiles Commercial and its Affiliates shall include, but not be limited to: ****. 7.4 Quintiles Commercial and its Affiliates shall (i) maintain all necessary personnel and payroll records for their employees; (ii) compute wages and withhold local taxes for their employees; (iii) remit employee withholdings to the proper governmental authorities and make employer contributions as required by law; (iv) pay net wages and fringe benefits, if any, directly to their employees; and (v) provide for employer’s liability insurance coverage as appropriate. 8. Compliance. 8.1 Throughout the duration of this Agreement and each Project Order Quintiles Commercial and Alimera and their respective Affiliates shall in carrying out their respective responsibilities each comply at all times with all applicable laws, rules, and regulations and all applicable codes of practice and other self-regulatory rules. Quintiles Commercial and its Affiliates shall carry out the Services in a professional manner, exercising all reasonable skill and care and acting in compliance with such standards customary in ****. In addition, Quintiles Commercial and its Affiliates shall ****. Quintiles Commercial and its Affiliates will not ****. Quintiles Commercial’ standard operating procedures will be used in performance of the Services, unless otherwise specifically stated in the Project Order. Without limiting the foregoing, each Party represents that it has knowledge and understanding of the Foreign Corrupt Practices Act of the United States of America and any and all anti-bribery or anti-corruption laws, rules or regulations within each Territory and shall comply with the applicable provisions of all such laws. Without limiting the foregoing, each Party agrees that it will not, in the conduct of its performance under this Agreement, and with regard to any funds, assets, or records relating thereto, offer, pay, give, or promise to pay or give, directly or indirectly, any payment or gift of any money or thing of value to (i) any government official to influence any acts or decisions of such CONFIDENTIAL TREATMENT REQUESTED official or to induce such official to use his influence with the local government to effect or influence the decision of such government in order to assist a Party in its performance of its obligations under this Agreement or to benefit the other Party; (ii) any political party or candidate for public office for such purpose; or (iii) any person if such Party knows or has reason to know that such money or thing of value will be offered, promised, paid, or given, directly or indirectly, to any official, political party, or candidate for such purpose. 15 8.2 Quintiles Commercial and its Affiliates shall process all personal data in accordance with this Agreement and the applicable Project Order in compliance with the EU Data Protection Directive 95/46/EC and any applicable national legislation enacted thereunder (in each case as amended or replaced from time to time) (“ Data Protection Legislation ”). Alimera represents and affirms to Quintiles Commercial that as applicable, Alimera has complied with, and will continue to comply with its obligations under the Data Protection Legislation. 8.3 If Quintiles Commercial, any of its Affiliates or their employees or independent contractors becomes aware of any technical complaints and/or adverse drug experience reports involving the use of any Product of Alimera or any of its Affiliates that is the subject matter of a Project Order, while performing any Services in connection with the Product, they shall immediately notify Alimera and/or its applicable Affiliate in accordance with Alimera’s procedures. Alimera shall deliver to Quintiles Commercial a written copy of such Alimera procedures prior to the execution of each Project Order entered into hereunder. 8.4 Quintiles Commercial acknowledges and agrees that Alimera shall be solely responsible for responding to any government or regulatory agency concerning use or marketing of Alimera Products, except where (i) such responsibility is expressly transferred to Quintiles Commercial or its Affiliate in a Project Order; or (ii) to the extent any notice or reporting requirement is by law or regulatory requirement made directly applicable to Quintiles Commercial or its Affiliates. Reports made by Quintiles Commercial shall be charged to Alimera on a time and materials basis unless otherwise agreed upon by the Parties in a Project Order. Where Quintiles Commercial has cause to correspond with any government or regulatory agency concerning use or marketing of Alimera Products as referred to in the exceptions at Clause 8.4(i) and 8.4(ii) above, Quintiles Commercial shall provide Alimera promptly with copies of all written reports, including all applicable documentation, made to any governmental or regulatory agency with respect to any Product and/or Alimera. In addition, and pursuant to the foregoing exceptions, Quintiles Commercial shall also provide Alimera promptly with a written summary of any oral or telephonic report made to any governmental or regulatory agency with respect to any Product and/or Alimera. Alimera shall provide Quintiles Commercial promptly with a copy of all written reports made to any governmental or regulatory agency by it in which Quintiles Commercial’s name is specifically mentioned, provided Alimera shall have no obligation to provide Quintiles Commercial with a copy of any such written report if Quintiles Commercial provided such report to the applicable governmental or regulatory CONFIDENTIAL TREATMENT REQUESTED authority on Alimera’s behalf. Quintiles Commercial shall promptly no tify Alimera of any information Quintiles Commercial receives regarding any threatened or pending action by a government or regulatory agency that may affect Alimera Products. Alimera shall notify Quintiles Commercial of every instance of actual or suspected fraud or misconduct on the part of a Quintiles Commercial employee promptly after the initial discovery of any material suspicious findings or material possible evidence of such by Alimera. Quintiles Commercial shall, at the request of Alimera, cooperate with Alimera in order to respond, or in formulating a procedure for taking appropriate action. In no event shall Quintiles Commercial ****. Quintiles Commercial represents to Alimera that it is not a party to any agreement which would prevent it from fulfilling its obligations under this Agreement and that during the term of this Agreement, Quintiles Commercial agrees that it will not enter into any agreement which would in any way prevent it from providing the Services or meeting its other obligations contemplated under this Agreement. Alimera agrees that it will not enter into an agreement with a third party whereby Alimera delegates, or has delegated, to a third party any regulatory obligations already delegated to Quintiles Commercial 16 **** CERTAIN INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. 9. Warranties and Representations. 9.1 Quintiles Commercial and Alimera each warrant and represent to the other that (i) they and their Affiliates are legally established and exist under their respective applicable laws, (ii) they and their Affiliates have the full right and authority to enter into this Agreement and all applicable Project Orders, and (iii) there is no known impediment that would inhibit their ability to perform any of their respective obligations under this Agreement or any Project Order. In addition, Quintiles Commercial warrants and represents to Alimera that it will not disclose to Alimera or use for its benefit any trade secret or proprietary or confidential information of any third party unless it has the authority to do so. 9.2 Alimera warrants and represents to Quintiles Commercial that it and/or its Affiliates possess good title to all Products and that Quintiles Commercial and its Affiliates have the lawful right to use any and all trademarks of Alimera in relation to such Products in accordance with the terms and conditions of this Agreement and the Project Orders for the proper performance of the Services hereunder free and clear of any third party claims or encumbrances. In addition, Alimera warrants and represents to Quintiles Commercial that it owns or controls the patents and other intellectual property or has appropriate licenses in connection with all Alimera Products to be involved in the Services, and has no knowledge of the existence of any claim or adverse rights which would restrict or prevent Quintiles Commercial from performing the Services pursuant to this Agreement or a Project Order. 10. Conflict of Agreements. CONFIDENTIAL TREATMENT REQUESTED pursuant to this Agreement without the written consent of Quintiles Commercial, which will not be unreasonably withheld. 17 **** CERTAIN INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. 11. Publication. 11.1 Quintiles Commercial and Alimera hereby agree that neither it nor any of their Affiliates shall make, or permit any person to make, any public announcement concerning this Agreement and/or any Project Order without the prior written consent of the other Party (such consent not to be unreasonably withheld or delayed) except as required by applicable law or any governmental or regulatory authority (including, without limitation, any relevant securities exchange) or by any court or other authority of competent jurisdiction. Quintiles Commercial and Alimera hereby further agree that neither it nor any of their Affiliates shall use the other Party’s name or that of its Affiliate in connection with any publication or promotion without the other Party’s or its Affiliates’ prior written consent. 11.2 Notwithstanding anything to the contrary herein, if a Party is requested or otherwise required to disclose the substance of this Agreement and/or any Project Orders in connection with the applicable requirements, rules, laws or regulations of any applicable stock exchange, Nasdaq or any governmental or regulatory authority or body such as the U.S. Securities and Exchange Commission (the “ Applicable Entity ”), the Parties will agree as promptly as practicable after the execution of this Agreement or the applicable Project Order by both Parties on the confidential treatment request to be filed with the Applicable Entity and the redacted form of this Agreement or applicable Project Order related thereto. Any redaction reasonably requested by either Party shall be included in such filing. The Parties will reasonably cooperate in responding promptly to any comments received from the Applicable Entity with respect to such filing in an effort to achieve confidential treatment of such redacted form; provided, however, that the Party requested or otherwise required to disclose the substance of this Agreement or applicable Project Order (the “ Required Discloser ”) shall be ****. 12. Limitation of Liability. 12.1 Quintiles Commercial, Alimera, their Affiliates, directors, officers, employees, subcontractors and agents shall have no liability (including without limitation, contract, negligence and tort liability) for any **** CONFIDENTIAL TREATMENT REQUESTED **** Alimera shall indemnify, defend and hold harmless Quintiles Commercial, its Affiliates, and its and their respective directors, officers, employees, and agents (“ Quintiles Commercial Indemnitees ”) from and against any and all losses, damages, liabilities, reasonable attorneys fees, court costs and expenses owed to third parties (collectively, “ Losses ”), joint or several, resulting or arising from any third party claims, actions, proceedings, investigations or litigation against Quintiles Commercial Indemnitees relating to or arising from or in connection with **** 18 **** CERTAIN INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. 12.2 In no event shall the collective, aggregate liability (including without limitation, contract, negligence and tort liability) of each Party together with their respective Affiliates, directors, officers, employees, subcontractors or agents under this Agreement exceed ****. 12.3 Notwithstanding anything to the contrary in Clause 12.2 above, nothing therein is intended to exclude or limit any liability for a ****. For the avoidance of doubt, notwithstanding anything to the contrary in this Agreement, neither Party excludes or limits its liability to the extent that any exclusion or limitation of its liability is void, prohibited or unenforceable by applicable law. 12.4 For the avoidance of doubt, on no account shall Quintiles Commercial be liable to Alimera for any claims or losses arising out of ****. 13. Indemnification and Indemnification Procedure. 13.1 Indemnification by Alimera . CONFIDENTIAL TREATMENT REQUESTED ****. Quintiles Commercial shall indemnify, defend and hold harmless Alimera, its Affiliates, and its and their respective directors, officers, employees, and agents (the “Alimera Indemnitees”) from and against any and all Losses, joint or several, resulting or arising from any third party claims, actions, proceedings, investigations or litigation against Alimera Indemnitees relating to or arising from or in connection with ****. 19 **** CERTAIN INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. 13.2 Indemnification by Quintiles Commercial . 13.3 Additional Obligations . 13.3.1 It is the understanding of Quintiles Commercial and Alimera that in the event of any termination or expiration of a Project Order in a Territory and commencement by Alimera or an Alimera Affiliate of services ****. 13.3.2 In respect of such ****, Quintiles Commercial undertakes to provide to Alimera at least **** prior to Commencement, in respect of each ****. CONFIDENTIAL TREATMENT REQUESTED After the provision of such information, Quintiles Commercial will ****, in either case other than as required by applicable law or as agreed in writing by Alimera and Quintiles Commercial. Without prejudice to the above, Quintiles Commercial agrees to **** following its provision to Alimera. Nothing in this Agreement, including without limitation Clauses 13.1, 13.2 and 13.3 above, or any Project Order, shall operate as to ****. 20 **** CERTAIN INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. 13.3.3 Quintiles Commercial shall ****. 13.3.4 Alimera shall ****. 13.4 Mitigation . CONFIDENTIAL TREATMENT REQUESTED The Party seeking indemnification hereunder (the “ Indemnified Party ”) shall: (a) give the Party obligated to indemnify (the “Indemnifying Party ”) prompt written notice of any such claim or law suit (including a copy of any notice thereof); (b) not make any admission of liability in relation to the claim or compromise or settle the claim without the prior written consent of the Indemnifying Party (not to be unreasonably withheld or delayed); (c) if so requested permit the Indemnifying Party, in the name of the Indemnified Party, to have sole conduct of all matters relating to the claim as it may deem appropriate provided that it keeps the Indemnified Party reasonably informed of the steps which are being taken in relation to the claim; (d) reasonably cooperate with the Indemnifying Party and its legal representatives in the investigation and defence of any matter that is the subject of indemnification (provided that the Indemnifying Party pays or reimburses it in relation to its reasonable costs in complying with such requirement); and (e) not unreasonably withhold its approval of the settlement of any such claim, liability, or action by Indemnifying Party covered by this indemnification provision; provided, however, that Indemnified Party’s failure to comply with its obligations under this Clause shall not constitute a breach of this Agreement nor relieve Indemnifying Party of its indemnification obligations, except to the extent, if any, that Indemnifying Party’s defence of the affected claim, action or proceeding actually was materially impaired thereby. 21 13.5 Indemnification Procedure . 14. Termination. 14.1 Termination of Agreement . 14.1.1 The non-defaulting Party shall have the right to terminate this Agreement (and all active Project Orders) if the other Party commits any material breach of this Agreement (which is material to the Agreement (and all active Project Orders) as a whole), and, in the case of a material breach capable of remedy, fails to remedy the same within thirty (30) days after receipt of a written notice giving particulars of the breach and confirming the intention to terminate if not remedied. 14.1.2 Either Party shall have the right to terminate this Agreement (and all active Project Orders) upon written notice to the other Party if the other Party becomes bankrupt or insolvent or if all or a substantial part of its business or assets shall be placed in the hands of a Receiver, Administrator, Administrative Receiver, Trustee in Bankruptcy, Liquidator or similar or analogous officer or an insolvency practitioner, whether by its voluntary act or otherwise. In such circumstances, this Agreement and the rights granted herein shall immediately be subject to termination at the option of the Party that has the right to terminate this Agreement under this Clause. CONFIDENTIAL TREATMENT REQUESTED 22 **** CERTAIN INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. 14.2 Termination of a Project Order . 14.2.5 ****. 14.2.6 The non-defaulting Party shall have the right to terminate a Project Order if the other Party commits a material breach of the Project Order, and, in the case of a material breach capable of remedy, fails to remedy the same within thirty (30) days after receipt of a written notice giving reasonably full particulars of the breach and confirming the intention to terminate if not remedied. 14.3 In the event that this Agreement or a Project Order is terminated pursuant to the foregoing provisions (other than for breach by Quintiles Commercial), Alimera shall pay to Quintiles Commercial or its Affiliate, as the case may be, (a) all Fees for Services rendered which are due and owing in respect of the completed performance of the Services in accordance with the terms and conditions of this Agreement and the applicable Project Order as at the effective date of termination; (b) all Pass-Through Expenses actually incurred in accordance with the terms and conditions of this Agreement and the applicable Project Order as at the effective date of termination; (c) all non-cancellable costs ****, provided that Quintiles Commercial has used good faith and all commercially reasonable efforts to cancel such costs, or if requested by Alimera, to mitigate such costs, **** CONFIDENTIAL TREATMENT REQUESTED ****. Upon notice of termination of this Agreement and/or Project Order the ****. In addition, in the event that this Agreement or a Project Order is terminated pursuant to the foregoing provisions, if applicable, Quintiles Commercial shall deliver promptly to Alimera any and all work product and works-in-progress made, created or developed in connection with the terminated Project Order(s). Without limiting Clause 1.2.1, Alimera and Quintiles Commercial each recognise and agree that each Party hereto, including its and their respective Affiliates, may execute individual Project Orders subject to the terms and conditions of this Agreement. Following execution of such Project Orders, without limiting Clause 1.2.1, Alimera and Quintiles Commercial further recognise and agree that all claims, actions, proceedings, investigations or litigation relating to or arising from or in connection with each such Project Order, including the Service provided thereunder, may be dealt with ****. Alimera shall forward to Quintiles Commercial in a timely manner all documents, materials and information in Alimera’s possession or control necessary for Quintiles Commercial to conduct the Services that is requested by Quintiles Commercial in a Project Order or otherwise. Quintiles Commercial shall not be liable to Alimera nor be deemed to have breached this Agreement or any Project Order for errors, delays or other 23 **** CERTAIN INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. 14.4 Termination of this Agreement and/or a Project Order shall not affect any rights, remedies or obligations of either Quintiles Commercial, Alimera and/or their respective Affiliates that have accrued or become due prior to termination and all provisions which are expressed to or by implication survive the Agreement and/or Project Order as the case may be shall remain in full force and effect. Following any termination or expiration of any Project Order under this Agreement, if reasonably requested by Alimera or any of its Affiliates, Quintiles Commercial and/or its Affiliates shall provide it with reasonable transition services, the reasonable cost of which shall be borne by Alimera. In addition, following any termination or expiration of this Agreement, Quintiles Commercial shall, save as otherwise provided for at Clause 6, promptly return or provide to Alimera any and all Alimera Property. 15. Relationship with Affiliates. 16. Cooperation and Disclosure of Hazards. CONFIDENTIAL TREATMENT REQUESTED consequences arising from Alimera’s failure to timely provide such documents, materials or information or to otherwise reasonably cooperate with Quintiles Commercial in order for Quintiles Commercial to timely and properly perform its obligations, following receipt by Alimera of a request from Quintiles Commercial for any such documents, materials or information or cooperation. It is a condition of Quintiles Commercial providing the Services that Alimera shall provide Quintiles Commercial with all information available to it regarding known or potential hazards associated with the use of any substances actually supplied to Quintiles Commercial by Alimera, and Alimera shall comply with all current applicable legislation and regulations concerning the shipment of substances by the land, sea or air. If the performance or observance of this Agreement or any obligation of this Agreement or any Project Order is prevented or delayed by reason of an act of God, civil commotion, storm, fire, riots, strikes, legal moratorium (including, without limitation, a FDA action or action of any corresponding regulatory agency in another jurisdiction, short of withdrawal of the marketing authorisation of the Product), war or revolution (“ Force Majeure Event ”), the Party so affected shall, upon prompt notice of such cause being given to the other Party, be excused from such performance or observance to the extent of such prevention or during the period of such delay, provided that the party so affected shall use its best efforts to avoid or remove the cause(s) of non-performance and observance with utmost dispatch. If to Quintiles Commercial: Quintiles Commercial Europe Limited 500 Brook Drive Green Park Reading RG2 6UU England Attention : **** 24 **** CERTAIN INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. 17. Force Majeure. 18. Notices. 18.1 Any notices required or permitted to be given under this Agreement by either Party, shall be in writing, in English and shall be delivered personally, or sent by pre-paid first-class post or recorded delivery or by commercial courier, to each Party required to receive the notice or communication as set out below (unless a Party provides the other with written notice of another address in accordance with this Clause): CONFIDENTIAL TREATMENT REQUESTED With a copy to: Legal Department Quintiles Commercial Europe Limited 500 Brook Drive Green Park Reading RG2 6UU England Attention: Legal Counsel If to Alimera: Alimera Sciences, Inc. 6120 Windward Parkway Suite 290 Alpharetta, GA 30005 U.S.A. Attention: **** This Agreement is personal to the Parties and, save as otherwise provided for in this Agreement,**** 25 **** CERTAIN INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. 18.2 Any notice or other communication shall be deemed to have been duly received: (a) if delivered personally, when left at the address and for the contact referred to in this clause; or (b) if sent by pre-paid first-class post or recorded delivery, at 9.00 am on the fifth business day after posting; or (c) if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed. 18.3 A notice or other communication required to be given under this Agreement shall not be validly given if sent by e-mail or facsimile transmission. 18.4 The provisions of this Clause shall not apply to the service of any proceedings or other documents in any legal action. 19. Binding Agreement, Assignment and Sub-Contracting CONFIDENTIAL TREATMENT REQUESTED *****. Any attempted transfer in violation of the foregoing provisions in this Clause 19 will be void and of no effect. This Agreement shall be binding on and inure to the benefit of the permitted assigns of the Parties. Save as otherwise provided for in this Agreement Quintiles Commercial shall not sub-contract or delegate in any manner any or all of its obligations under this Agreement to any third party without the prior written consent of Alimera, such consent not to be unreasonably withheld or delayed and may be obtained via the applicable Project Order. Where such consent is obtained, Quintiles Commercial shall ensure that each such approved third party complies with all obligations imposed on Quintiles Commercial under this Agreement. Any breach of any such obligations by any such approved third party shall be deemed a breach by Quintiles Commercial of its obligations under this Agreement, and Quintiles Commercial shall be responsible and liable for any breach of any such obligations by any such approved third party. During the term of this Agreement to cover its obligations hereunder, each Party shall maintain insurance coverage with a reputable insurance company as follows: All insurance amounts may be obtained by full, individual primary policy amount; a primary amount of less than minimum requirement enhanced by a blanket excess umbrella policy; or a combination of either. Each Party shall provide the other Party with a certificate of insurance within fourteen (14) days of a written request from the other Party. For the avoidance of doubt, if Alimera delivers, ships, or mails materials or documents to Quintiles Commercial, or requests that Quintiles Commercial deliver, ship, or mail materials or documents to Alimera or to third parties, then the expense and risk of loss for such deliveries, shipments, or mailings shall be borne by Alimera. Quintiles Commercial shall make use of third party delivery services or carriers approved by Alimera (such approval not to be unreasonably withheld or delayed) save that where Quintiles Commercial is the party who, without the approval of Alimera, engages such third party 26 **** CERTAIN INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. 20. Insurance. 1) Product Liability insurance by Alimera of not less than ****; and 2) Professional Indemnity insurance by Quintiles Commercial of not less than ****; and 3) Liability to third parties with a limit of ****. CONFIDENTIAL TREATMENT REQUESTED delivery services or carriers, then the expense and risk of loss for such deliveries, shipments or mailings shall be borne by Quintiles Commercial. Save as otherwise provided for in a Project Order, the currency for the settlement of all invoices under this Agreement and each Project Order shall be the Euro (the “ Contracted Currency ”). If Quintiles Commercial and/or any of its Affiliates incur Pass-Through Expenses in a currency other than the Contracted Currency, then Alimera shall reimburse Quintiles Commercial for the actual costs in the Contracted Currency based on the Oanda foreign currency exchange rate (Oanda.com) for the applicable currency on the last business Friday of the month. If, under a Project Order, the performance of the Services by Quintiles Commercial or its Affiliates in any Territory involves the use of a currency other than the Contracted Currency, then the budget for those Services will be based on the local rates in the currency used by Quintiles Commercial for pricing in that Territory, but converted to and reflected in the Contracted Currency. ****. **** Where Services in a Project Order are provided by Quintiles Commercial and/or by its Affiliates ****, it is understood and agreed that **** 27 **** CERTAIN INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. 21. Foreign Currency Exchange. 21.1 Pass-Through Expenses . 21.2 Fees and other payments . 22. Inflation Adjustments. CONFIDENTIAL TREATMENT REQUESTED ****, within a given Project Order. ****. The Parties shall initially attempt in good faith to resolve any significant controversy, claim, allegation of breach or dispute arising out of or relating to this Agreement and/or Project Order (hereinafter collectively referred to as a “ Dispute ”) through negotiations between senior executives of the Parties. If the Dispute is not resolved within thirty (30) days (or such other period of time mutually agreed upon by the Parties) of notice of the Dispute (the “ Resolution Period ”), then the Parties agree to submit the Dispute to arbitration as provided herein. Unless otherwise mutually agreed by the Parties, only if the Dispute is not resolved through negotiations as set forth herein may a Party resort to arbitration. This clause shall be without prejudice to the right of either Party to seek injunctive relief in any court of proper jurisdiction. Subject to the foregoing, all Disputes relating in any way to this Agreement shall be resolved exclusively through arbitration conducted in accordance with the International Chamber of Commerce (“ ICC ”) under its International Rules of Arbitration, and judgment on the award rendered by the arbitrator shall be binding and may be entered in any court having jurisdiction thereof. Such arbitration shall be filed and conducted in ****, and shall be conducted in English by one arbitrator mutually acceptable to the Parties selected in accordance with ICC Rules. This Agreement and any dispute or claim arising out of or in connection with it or its subject matter shall be governed by and construed in accordance with the laws of ****. No failure or delay by a Party to exercise any right or remedy provided under this agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy. If any provisions herein are found to be unenforceable on the grounds that they are overly broad or in conflict with applicable laws, it is the intent of the Parties that such provisions be replaced, reformed or narrowed so that their original business purpose can be accomplished to the extent permitted by law, and that the remaining provisions shall not in any way be affected or impaired thereby. The rights and obligations of Alimera and Quintiles Commercial, which by intent or meaning have validity beyond such termination (including, but not limited to, rights with respect to inventions, confidentiality, discoveries, intellectual property, improvements, indemnification and liability limitations) shall survive the termination of this Agreement or any Project Order. For the avoidance of doubt, nothing contained in this Agreement or 28 **** CERTAIN INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. 23. Dispute Resolution and Arbitration. 24. Choice of Law, Waiver and Enforceability. 25. Survival and Third Party Rights. CONFIDENTIAL TREATMENT REQUESTED any Project Order is intended to confer any right or benefit on any third party whether under the provisions of the Contracts (Rights of Third Parties) Act 1999 or otherwise, but this shall not affect any right or remedy of a third party which exists or is available apart from this Act. This Agreement, together with the applicable Project Order(s), constitutes the whole Agreement between the Parties with respect to the subject matter herein and supersedes any previous arrangements, understandings, agreements (oral and written), negotiations and discussions between them relating to the subject matter of this Agreement; provided always that nothing in this clause shall limit or exclude any liability for fraud. The descriptive headings of the sections of this Agreement are inserted for convenience only and shall not control or affect the meaning or construction of any provision hereof. Any amendment, modification or variation to the provisions of this Agreement and/or any Project Order entered into hereunder, or waiver of any such provisions, must be in writing and signed by the Parties. IN WITNESS WHEREOF , this Agreement has been executed by the Parties hereto through their duly authorised officers on the date(s) set forth below. Signed by: /s/ Nicholas C. Tuck Name (Print): Nicholas C. Tuck Title : Senior Legal Director Date: November 29, 2012 For and on behalf of:-. QUINTILES COMMERCIAL EUROPE LIMITED Signed by: /s/ Richard S. Eiswirth 29 26. Entire Agreement, Headings and Modification. 27. Execution in Counterparts. 27.1 This Agreement may be executed in any number of counterparts, each of which when executed and delivered, shall constitute an original, but all of which together shall constitute one agreement binding on all Parties, notwithstanding that all Parties are not signatories to the same counterpart. 27.2 Transmission by electronic mail in portable document format (pdf) of an executed counterpart of this Agreement or any Project Order shall be deemed to constitute due and sufficient delivery of such counterpart. The Parties shall deliver to each other an original counterpart of this Agreement and each Project Order promptly after delivery by electronic mail provided however, that failure by either Party to so deliver an original counterpart shall not affect the sufficiency of an electronic mail of such counterpart as provided in the first sentence of this Clause. CONFIDENTIAL TREATMENT REQUESTED Name (Print): Richard Eiswirth Title : COO & CFO Date: November 28, 2012 For and on behalf of:- ALIMERA SCIENCES, INC. 30 CONFIDENTIAL TREATMENT REQUESTED Exhibit 1 **** **** 31 **** CERTAIN INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. CONFIDENTIAL TREATMENT REQUESTED **** 32 **** CERTAIN INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. CONFIDENTIAL TREATMENT REQUESTED Exhibit 2 **** **** 33 **** CERTAIN INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. CONFIDENTIAL TREATMENT REQUESTED Exhibit 3 **** 34 **** CERTAIN INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. **** **** **** **** **** **** **** **** **** **** **** CONFIDENTIAL TREATMENT REQUESTED 35 **** CERTAIN INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. **** **** **** **** **** **** **** **** **** CONFIDENTIAL TREATMENT REQUESTED PROJECT ORDER BETWEEN ____ AND ALIMERA SCIENCES, INC., TERRITORY: ____ 36 CONFIDENTIAL TREATMENT REQUESTED FORM OF PROJECT ORDER TERRITORY : ____ This Project Order (the “ Project Order ”) is entered into between: NOW IT IS HEREBY AGREED as follows :- This Project Order constitutes a “ Project Order ” under the Master Services Agreement effective as of August 6, 2012, entered into between Quintiles Commercial Europe Limited and Alimera (the “ Master Agreement ”), and is subject to all of the terms and conditions set forth in the Master Agreement (as though ____ replaced Quintiles Commercial in each and every location where Quintiles Commercial is referenced in the Master Agreement), which Master Agreement shall be incorporated into this Project Order by reference, except as may be otherwise expressly provided herein. Without limiting Clause 1.2.1 of the Master Agreement, all claims, actions, proceedings, investigations or litigation relating to or arising from or in connection with this Project Order, including the Services provided hereunder, may be dealt with solely by and between the Parties hereto. In this Project Order the following terms shall have the following meanings:- “ Contribution Margin ”: shall mean the margin that Alimera shall pay in respect of the Services delivered by Quintiles Commercial throughout the duration of the Project Term and as such is applied against Quintiles Commercial’s In-Scope Costs for providing the Services. Such margin shall be determined and applied in accordance with Clause 2.2 of the Master Agreement. The Quintiles Commercial In-Scope Costs plus the aforesaid Contribution Margin determines the base Service Fees (“ Base Service Fees ”); “ Effective Date ”: shall mean ____; “ Fees ”: shall mean all base fees, _____ payable to Quintiles Commercial in return for the Services provided to Alimera hereunder as more particularly set out at Clause 8 hereof; “ In-Scope Costs ”: shall mean the in-scope cost line items as more particularly set out at Clause 8.2; 37 1. ____ whose principal place of business is at ____ (hereinafter referred to as “ Quintiles Commercial ”), and 2. ALIMERA SCIENCES, INC. , whose principal place of business is at 6120 Windward Parkway, Suite 290, Alpharetta, GA 30005, USA (hereinafter referred to as “ Alimera ”). 1. PROJECT ORDER . 2. DEFINITIONS . CONFIDENTIAL TREATMENT REQUESTED “ Pass-Through Expenses ”: shall mean the reasonable and necessary out-of-pocket costs and expenses actually incurred by Quintiles Commercial in providing the Services as more particularly set out at Clause 9 hereof; “ Product ”: shall mean the pharmaceutical product sold in the Territory under the Trademark ILUVIEN® ; “ Quintiles Commercial Personnel ”: shall mean and consist of the following personnel in the Territory: ____; the precise numbers and allocation of deployment of which are set out at Clause 4.1; “ Services ”: shall mean the responsibilities, obligations and activities to be performed by the Quintiles Commercial Personnel in the Territory throughout the Project Term (as defined at Clause 3.1), as more particularly referred to herein; “ Territory ”: shall mean ____; “ Working Day ”: shall mean each day on which the Quintiles Commercial Personnel are deployed in the Territory to provide the Services (to include all related training and territory work in the Territory but excluding all leave, which includes without limitation, holidays, sickness, maternity, compassionate leave and jury service). 3.1.2 the provisions of Clause 11 of this Project Order. 38 3. DURATION . 3.1 This Project Order shall commence with effect from the Effective Date and thereafter shall continue in full force and effect for the fixed term period expiring on ____ (the “ Project Term ”), unless this Project Order is sooner terminated in accordance with:- 3.1.1 the provisions of the Master Agreement, or 3.2 This Project Order may be renewed by mutual written agreement of the parties provided always that Alimera informs Quintiles Commercial in writing of its desire to renew this Project Order (upon terms to be agreed including, without limitation, duration and contribution margin) not less than _____ prior to the date of expiry of this Project Order as referred to in Clause 3.1 above. 4. SERVICES 4.1 Services . The Services to be provided by Quintiles Commercial under this Project Order are _____. The Services shall be performed by the Quintiles Commercial Personnel set out in the tables below and who shall be deployed to perform the Services with effect from their respective anticipated Start Dates (as referred to in the table below) and thereafter shall continue to perform the Services for such duration until the expiry of the Completion Date of Assignment as referred to in the table below (each an “ Assignment ”) during the Project Term. No amendment, modification or variation shall be made to the provisions of this Project Order or the Services, including without limitation the number CONFIDENTIAL TREATMENT REQUESTED of Quintiles Commercial Personnel providing the Services and/or their respective anticipated Start Dates, unless mutually agreed in writing and signed by both Parties. The Quintiles Commercial Personnel shall be fully deployed at all times and operational in the field on each Working Day throughout the duration of their Assignment under the Project Term apart from the_____. 39 Quintiles Commercial Personnel Number of Quintiles Commercial Personnel Earliest Anticipated Start Date of Assignment Completion Date of Assignment 5. QUINTILES COMMERCIAL RESPONSIBILITIES AND OBLIGATIONS . 5.1 Supervision and Skills . Quintiles Commercial shall use all reasonable endeavours to provide an adequate level of management support and supervision to ensure acceptable levels of performance by the Quintiles Commercial Personnel. 5.2 Management . As employer of the Quintiles Commercial Personnel, Quintiles Commercial shall throughout the duration of this Project Order:- 5.2.1 manage all contractual obligations in respect of the employment of the Quintiles Commercial Personnel in the Territory, including without limitation, the payment of all salaries, bonuses and benefits. Quintiles Commercial shall communicate with all Quintiles Commercial Personnel as and when deemed necessary by Quintiles Commercial, in writing or in person, at Quintiles Commercial’s cost, and 5.2.2 ensure that the Quintiles Commercial Personnel are familiar with and comply with the provisions of legislation, codes of practice and guidelines applicable in the Territory. 5.3 Project Reports . Quintiles Commercial shall provide Alimera with a monthly Project report, which shall include: _____. 5.4 Management and Discipline of the Quintiles Commercial Personnel . Quintiles Commercial shall be responsible for the management of its Quintiles Commercial Personnel and shall have the sole authority to remove any one or more of its employees from the Project. Notwithstanding anything herein to the contrary, Quintiles Commercial and Alimera hereby agree that in the following circumstances the following shall apply:- CONFIDENTIAL TREATMENT REQUESTED Quintiles Commercial and Alimera shall set reasonable targets. 8.1 Estimated Base Service Fees . Based on the anticipated Start Date of each Assignment as referred to in Clause 4.1, the estimated total Base Service Fees payable by Alimera to Quintiles Commercial for In-Scope Costs in the Territory in each calendar year of this Project Order at the Contribution Margin shall be that as set out in the Table below. Such estimated total Base Service Fees shall be used as the basis for calculating the raising and settlement of invoices for inclusion within the Payment Schedule at Clause 10.2. The In-Scope Costs provided by Quintiles Commercial and included within the Base Service Fees are as follows:- 40 6. ALIMERA RESPONSIBILITIES AND OBLIGATIONS . 6.1 Materials . Alimera shall be responsible for providing _____ to Quintiles Commercial to support the Quintiles Commercial Personnel in the Territory. 6.2 Compliance . Alimera shall at all times be responsible for ensuring that it has all requisite licences, approvals, permissions and consents necessary to meet its obligations under this Project Order. Quintiles Commercial shall at all times be responsible for ensuring that it has all requisite licences, approvals, permissions and consents necessary to meet its obligations under this Project Order for the entire duration of this Project Order. 7. TARGETS . 8. PROJECT BUDGET - FEES (ESTIMATED AND ACTUAL) . 8.2 In-Scope Costs included in Base Service Fees . 9. PASS-THROUGH EXPENSES . 9.1 The estimated total Pass-Through Expenses in relation to the Services described herein shall be Euro ___. In no event may Quintiles Commercial incur Pass-Through Expenses in excess of such total without the prior written consent of Alimera. 9.2 The following estimated Pass-Through Expenses (as referred to above) shall be passed-through and paid directly by Alimera:-9.3 At the end of each calendar month Quintiles Commercial will submit to Alimera an invoice for the amount of Pass-Through Expenses actually incurred and payable by Alimera during that calendar month together with a detailed itemised statement setting out a breakdown of the Pass-Through Expenses and related items attributed to such Quintiles Commercial Personnel in the Territory for that calendar month, and Alimera shall pay such invoices that are undisputed within thirty (30) days of the date of the invoice. If Alimera requires further information including copies of applicable receipts in respect of such Pass Through Expenses then Quintiles Commercial shall provide such CONFIDENTIAL TREATMENT REQUESTED detailed information subject to a __% administration charge applied to each such invoice for payment by Alimera. 10.1 Cash Neutrality and Up-front Payment . Throughout the duration of this Project Order, Alimera hereby agrees that all budgets and payments will be structured in an effort to maintain cash neutrality for Quintiles Commercial (with respect to the payment of all Fees and Pass-Through Expenses). On signature of this Project Order, Alimera shall pay to Quintiles Commercial an up-front payment of _____equal to _____ percent of the sum of the estimated total Fees and estimated Pass-Through Expenses in respect of the Services to be performed in the first _____ months, which amount shall be reconciled by Quintiles Commercial on the final invoice. On no account shall the estimated total Project Budget be exceeded without the prior written consent of Alimera. Subject at all times to the process of reconciliation as set out at Clause 10.4 hereof, Quintiles Commercial will invoice Alimera monthly at the beginning of each monthly billing period for the agreed estimated total Base Service Fees incurred in performing the Services (apportioned over the duration of the Project Order) and Alimera shall pay such invoices within thirty (30) days of the date of the invoice as more particularly set out in the Payment Schedule below. Payment Schedule (Estimated Base Service Fees) . With the exception of the initial up-front payment, which is due and payable upon receipt of an undisputed invoice, all other undisputed invoices for the payment of Fees (including all Base Service Fees) payable hereunder shall be paid in full by Alimera in accordance with Clause 10.2 as hereinbefore mentioned. To facilitate the payment of all invoices raised hereunder in respect of all such Fees and Pass-Through Expenses, Quintiles Commercial shall arrange for such invoices to be sent directly to _____. All payments shall be made without deduction, deferment, set-off, lien or counter claim of any nature. All payments under this Project Order shall be exclusive of ____ which 41 9.4 For the avoidance of doubt the following items have not been estimated and/or specifically provided for within the Base Service Fees or the Pass Through Expenses referred to above and would therefore be an additional cost to Alimera and payable by Alimera in accordance with Clause 9.3 if such costs and expenses are incurred. 10. TOTAL PROJECT BUDGET - PAYMENT TERMS . 10.2 Payment of Base Service Fees . 10.3 Procedure and Settlement of Invoices . CONFIDENTIAL TREATMENT REQUESTED shall be charged to Alimera at the prevailing rate, if properly due and payable, and shall be paid by Alimera upon receipt of a valid invoice. On the 31 st of March, 30 th of June, 30 th of September and on the 31 st of December in each calendar year of this Project Order, Quintiles Commercial shall, within fifteen working (15) days thereof, undertake a reconciliation of the amount of Base Service Fees actually payable by Alimera hereunder as against the estimated total Base Service Fees more particularly referred to herein at Clause 10.2. Furthermore, Quintiles Commercial shall within twenty (20) working days of the expiry or the termination of this Project Order undertake a final reconciliation of all the Fees (including Base Service Fees) actually payable by Alimera to Quintiles Commercial hereunder. Quintiles Commercial will provide Alimera with such information as Alimera shall reasonably require in order to verify the calculation of each such reconciliation. Any overpayment by Alimera will be refunded to Alimera, or any underpayment by Alimera credited to Quintiles Commercial, within thirty (30) days after such reconciliation to the extent that the applicable reconciliation calculation is not being disputed by Alimera in good faith. Having regard to the contents and application of Clause 21 of the Master Agreement to this Project Order the currency to be used for all invoices and payment under this Project Order shall be the Euro (the “ Contracted Currency ”). Unless otherwise notified in writing by Quintiles Commercial the payment method for the settlement of all invoices shall be by _____ and the details of the applicable bank account are: 11.1 Substantial Change . 42 10.4 Reconciliation of the Fees . 10.5 Currency and Currency Exchange Rates . 10.6 Account Details . 11. EARLY TERMINATION . 11.1.1 Notwithstanding the termination provisions referred to in the Master Agreement, but subject at all times to the provisions of Clause 11.1.2 and 11.1.3, Alimera shall have the right (but not the obligation) to terminate this Project Order forthwith on notice in writing to Quintiles Commercial in the event that (a) due to regulatory and/or governmental intervention the marketing authorisation for the sale of the Product in the Territory is withdrawn thereby preventing the actual sale of the Product in the Territory, (b) any governmental or regulatory agency takes any action, or raises any objection, that prevents Alimera from marketing, CONFIDENTIAL TREATMENT REQUESTED distributing, importing, exporting or selling Product or (c) if Alimera otherwise withdraws Product from the Territory. Any notices required or permitted to be given under this Project Order by either Party, shall be in writing, in English and shall be delivered personally, or sent by pre-paid first-class post or recorded delivery or by commercial courier, to the other Party required to receive the notice or communication as set out below (unless a Party provides the other with written notice of another address in accordance with this Clause): If to Quintiles Commercial : 43 11.1.2 Upon receipt of such written notice by Quintiles Commercial from Alimera pursuant to Clause 11.1.1 the parties shall cooperate to develop, mutually agree on and execute a plan to ensure an orderly close down of the project described in this Project Order in the Territory (“Closeout Plan”). Following such early termination notice by Alimera, Quintiles Commercial shall use all reasonable efforts to mitigate all costs and expenses associated with the project described in this Project Order, as well as use all reasonable efforts to procure the mitigation of all such costs and expenses by any agreed subcontractor performing the Services hereunder, that may arise following receipt of such notice. 11.1.3 Notwithstanding the efforts of Quintiles Commercial to ensure an orderly close down of the Project pursuant to Clause 11.1.2, Alimera shall pay to Quintiles Commercial: (a) all Fees and Pass-Through Expenses actually incurred by Quintiles Commercial in accordance with the terms and conditions of the Master Agreement and this Project Order as at the effective date of termination; (a) all reasonable and necessary costs and expenses incurred in connection with the mutually agreed upon Closeout Plan; and (b) all non-cancellable costs irrevocably and reasonably committed to by Quintiles Commercial arising out of and directly related to the Services provided pursuant to the Project Order in accordance with the terms and conditions of the Master Agreement and this Project Order, provided that Quintiles Commercial has used good faith and all commercially reasonable efforts to cancel such costs. 11.1.4 All such payments shall be paid by Alimera to Quintiles Commercial within thirty (30) days of the date of an undisputed invoice. 12. NOTICES . CONFIDENTIAL TREATMENT REQUESTED With a copy to: Legal Department Quintiles Commercial Europe Limited 500 Brook Drive Green Park Reading RG2 6UU England If to Alimera: Alimera Sciences Inc. 6120 Windward Parkway Suite 290 Alpharetta, GA 30005 USA Attention: _____ IN WITNESS WHEREOF , this Project Order has been executed by the Parties hereto through their duly authorised officers on the date(s) set forth below. Signed by: Name (Print): Title: Date: For and on behalf of:-. ____ Signed by: Name (Print): Title: Date: For and on behalf of:-. ____ Signed by: Name (Print): 44 CONFIDENTIAL TREATMENT REQUESTED Title: Date: For and on behalf of:- ALIMERA SCIENCES, INC. 45 CONFIDENTIAL TREATMENT REQUESTED APPENDIX 1 TARGETS (as provided for in Clause 7) 46  EXHIBIT 21.1 Alimera Sciences, Inc. List of Subsidiaries Name of Wholly-Owned Subsidiary Jurisdiction of Organization Name under which the subsidiary conducts business subsidiary conducts business Alimera Sciences Limited United Kingdom Alimera Sciences Limite Alimera Sciences B.V. The Netherlands Alimera Sciences B.V. AS C.V. The Netherlands AS C.V. Alimera Sciences (DE) LLC United States Alimera Sciences (DE) LLC  EXHIBIT 23.1A CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in Registration Statement No. 333-166822, No 333-180567, and No. 333-173095 on Form S-8 of our report dated March 30, 2012 relating to the financial statements of Alimera Sciences, Inc. (the “Company”) (which report expresses an unqualified opinion on such financial statements and includes an explanatory paragraph regarding the Company's ability to continue as a going concern), appearing in this Annual Report on Form 10-K of the Company for the year ended December 31, 2012. /s/ Deloitte & Touche LLP Atlanta, Georgia March 28, 2013  EXHIBIT 23.1B CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We have issued our report dated March 28, 2013, with respect to the consolidated financial statements included in the Annual Report of Alimera Sciences, Inc. (the “Company”) on Form 10-K for the year ended December 31, 2012. We hereby consent to the incorporation by reference of said report in the Registration Statements of the Company on Form S-8 (File No. 333-166822, effective May 14, 2010, File No. 333-173095, effective March 25, 2011 and File No. 333-180567, effective April 4, 2012). /s/ GRANT THORNTON LLP Atlanta, Georgia March 28, 2013  EXHIBIT 31.1 CERTIFICATION I, C. Daniel Myers, certify that: 1. I have reviewed this annual report on Form 10-K of Alimera Sciences, Inc.; 2. Based on my knowledge, this report does not contain any untrue statements of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the consolidated financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: a. designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b. designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision; to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; c. evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and d. disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and 5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): a. all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and b. any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. Date: March 28, 2013 /s/ C. Daniel Myers C. Daniel Myers President and Chief Executive Officer (Principal Executive Officer)  EXHIBIT 31.2 CERTIFICATION I, Richard S. Eiswirth, Jr., certify that: 1. I have reviewed this annual report on Form 10-K of Alimera Sciences, Inc.; 2. Based on my knowledge, this report does not contain any untrue statements of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the consolidated financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: a. designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b. designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision; to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; c. evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and d. disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and 5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): a. all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and b. any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. Date: March 28, 2013 /s/ Richard S. Eiswirth, Jr. Richard S. Eiswirth, Jr. Chief Operating Officer and Chief Financial Officer (Principal Financial and Accounting Officer)  EXHIBIT 32.1 CERTIFICATION In connection with the Annual Report of Alimera Sciences, Inc. (the “Registrant”) on Form 10-K for the annual period ended December 31, 2012 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, C. Daniel Myers, President, Chief Executive Officer, and Director of the Company, and Richard S. Eiswirth, Jr., Chief Financial Officer and Chief Operating Officer, certify, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to their respective knowledge: This certification is made solely for the purposes of 18 U.S.C. Section 1350, subject to the knowledge standard contained therein, and not for any other purpose. A signed original of this written statement required by Section 906 has been provided to the Registrant and will be retained by the Registrant and furnished to the United States Securities and Exchange Commission or its staff upon request . This certification accompanies the Form 10-K to which it relates, is not deemed filed with the Securities and Exchange Commission and is not to be incorporated by reference into any filing of the Registrant under the Securities Act of 1933 or the Securities Exchange Act of 1934 (whether made before or after the date of the Form 10-K), irrespective of any general incorporation language contained in such filing. (1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant. Date: March 28, 2013 /s/ C. Daniel Myers C. Daniel Myers President and Chief Executive Officer (Principal Executive Officer) Date: March 28, 2013 /s/ Richard S. Eiswirth, Jr. Richard S. Eiswirth, Jr. Chief Operating Officer and Chief Financial Officer (Principal Financial and Accounting Officer) 

Continue reading text version or see original annual report in PDF format above