S-1

As filed with the Securities and Exchange Commission on October 30, 2009

Registration No. 333-      

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form S-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Alimera Sciences, Inc.

(Exact Name of Registrant as Specified in its Charter)

Delaware	2834	20-0028718
(State or Other Jurisdiction of Incorporation or Organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

6120 Windward Parkway, Suite 290

Alpharetta, GA 30005

(678) 990-5740

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

C. Daniel Myers

Chief Executive Officer

6120 Windward Parkway, Suite 290

Alpharetta, GA 30005

(678) 990-5740

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Jay K. Hachigian, Esq.
Marc F. Dupré, Esq.
Gunderson Dettmer Stough
Villeneuve Franklin & Hachigian, LLP
610 Lincoln Street
Waltham, MA 02451
(781) 890-8800 Richard D. Truesdell, Jr., Esq.
Davis Polk & Wardwell LLP
450 Lexington Avenue
New York, NY 10017
(212) 450-4000

Approximate date of commencement of proposed sale to the public:  As soon as practicable after the effective date of this Registration Statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended, check the following box. o

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o ­ ­

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o ­ ­

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o ­ ­

If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. o

Indicate by a check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company.

Large accelerated filer o Accelerated filer o Non-accelerated filer þ Smaller reporting company o

CALCULATION OF REGISTRATION FEE

		Amount of
Title of Each Class of	Proposed Maximum	Registration
Securities to be Registered	Aggregate Offering Price(1)(2)	Fee
Common stock, $0.01 par value	$80,000,000	$4,464(3)

(1)	Includes the offering price of shares of common stock that may be purchased by the underwriters to cover over-allotments, if any.
(2)	Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) promulgated under the Securities Act of 1933, as amended.
(3)	A registration fee in the amount of $2,948 was paid by the registrant in connection with a prior registration statement filing that was subsequently withdrawn. The registration fee with respect to this registration statement filing will be off-set by the amount of $2,948.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED OCTOBER 30, 2009
PRELIMINARY PROSPECTUS

           Shares

ALIMERA SCIENCES, INC.

Common Stock

This is an initial public offering of shares of common stock of Alimera Sciences, Inc. All of the shares of common stock are being sold by the company.

Prior to this offering, there has been no public market for the common stock. It is currently estimated that the initial public offering price per share will be between $      and $          . Application has been made for the quotation of the common stock on the Nasdaq Global Market under the symbol “ALIM.”

Investing in the common stock involves risks. See “Risk Factors” beginning on page 7 to read about factors you should consider before buying shares of the common stock.

Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

	Per Share	Total
Initial public offering price	$	$
Underwriting discount	$	$
Proceeds, before expenses, to the Issuer	$	$

To the extent that the underwriters sell more than           shares of common stock, the underwriters have the option to purchase up to an additional           shares from the company at the initial public offering price less the underwriting discount.

The underwriters expect to deliver the shares against payment in           on          , 2010.

Credit Suisse	Citi
Cowen and Company	Oppenheimer & Co.

The date of this prospectus is          , 2010.

Iluvien^®

(fluocinolone acetonide intravitreal insert)

Iluvien is currently in clinical development. Iluvien has not been approved by the U.S. Food and

Drug Administration and therefore Alimera Sciences, Inc. has not generated any revenues

from the commercial sale of Iluvien as of the date of this prospectus.

TABLE OF CONTENTS

	Page
Prospectus Summary		1
The Offering		4
Summary Historical and Pro Forma Financial and Other Data		5
Risk Factors		7
Special Note Regarding Forward-Looking Statements and Projections		30
Use of Proceeds		31
Dividend Policy		31
Capitalization		32
Dilution		34
Selected Financial Data		35
Management’s Discussion and Analysis of Financial Condition and Results of Operations		38
Business		60
Management		81
Transactions with Related Persons, Promoters and Certain Control Persons		104
Principal Stockholders		106
Description of Capital Stock		109
Shares Eligible for Future Sale		112
Material United States Federal Tax Consequences for Non-U.S. Stockholders		114
Underwriting		117
Selling Restrictions		120
Industry and Market Data		123
Legal Matters		124
Experts		124
Where You Can Find More Information		124
Index to Financial Statements		F-1
EX-3.1
EX-3.2
EX-3.3
EX-3.4
EX-4.3
EX-4.4
EX-4.5
EX-10.1
EX-10.2
EX-10.3
EX-10.4
EX-10.5
EX-10.6
EX-10.7
EX-10.7.A
EX-10.8
EX-10.8.A
EX-10.9
EX-10.10
EX-10.11
EX-10.12 COMPENSATION PROGRAM FOR NON-EMPLOYEE DIRECTORS
EX-10.18
EX-10.19
EX-10.20
EX-10.21
EX-10.22
EX-10.23
EX-10.24
EX-23.1

Through and including          , 2010 (the 25th day after the date of this prospectus), all dealers effecting transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This obligation is in addition to a dealer’s obligation to deliver a prospectus when acting as an underwriter and with respect to an unsold allotment or subscription.

No dealer, salesperson or other person is authorized to give any information or to represent anything not contained in this prospectus. You must not rely on any unauthorized information or representations. This prospectus is an offer to sell only the shares offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus is current only as of its date.

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PROSPECTUS SUMMARY

This summary highlights the most important features of this offering and the information contained elsewhere in this prospectus. This summary is not complete and does not contain all of the information that you should consider before investing in our common stock. You should read the entire prospectus carefully, especially the risks of investing in our common stock discussed under the heading “Risk Factors” and our financial statements and related notes included in this prospectus.

Our Company

We are 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, an intravitreal insert containing fluocinolone acetonide (FA), 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. We are developing Iluvien to provide a sustained therapeutic effect for up to 36 months in the treatment of diabetic macular edema (DME). DME is a disease of the retina that affects individuals with diabetes and can lead to severe vision loss and blindness. There are no ophthalmic drug therapies approved by the U.S. Food and Drug Administration (FDA) for the treatment of DME. We believe that Iluvien will be the first ophthalmic drug therapy approved by the FDA for the treatment of DME.

We are currently conducting two Phase 3 pivotal clinical trials for Iluvien (collectively referred to as the FAME Study) involving 956 patients in sites across the United States, Canada, Europe and India to assess the efficacy and safety of Iluvien in the treatment of DME. In December of 2009 we will receive a month 24 readout from the FAME Study. Based upon an analysis of this readout, we plan to file a New Drug Application (NDA) in the United States in the second quarter of 2010, followed by registration filings in certain European countries and Canada. We intend to request Priority Review of our NDA from the FDA. If Priority Review is granted, we can expect a response to our NDA from the FDA in the fourth quarter of 2010. If our NDA is approved, we plan to commercialize Iluvien in the United States by marketing and selling Iluvien to retinal specialists as early as the first quarter of 2011. In addition to treating DME, Iluvien is being studied in three Phase 2 clinical trials for the treatment of the dry form of age-related macular degeneration (AMD), the wet form of AMD and retinal vein occlusion (RVO).

In 2007 there were approximately 17.9 million diagnosed diabetics in the United States and 246 million people worldwide were estimated to have the disease. All patients with diabetes are at risk of developing some form of diabetic retinopathy, an ophthalmic condition that includes the swelling and leakage of blood vessels within the retina or the abnormal growth of new blood vessels on the surface of the retina. When the blood vessel leakage of diabetic retinopathy causes swelling in the macula, the part of the eye responsible for central vision, the condition is called DME. We estimate the incidence of DME in the United States to be approximately 340,000 cases annually.

The current standard of care for the treatment of DME is laser photocoagulation. Laser photocoagulation is a retinal procedure in which a laser is used to cauterize leaky blood vessels or to apply a pattern of burns to reduce edema. This procedure has undesirable side effects including partial loss of peripheral and night vision. As a result of these side effects and a desire for improved visual outcomes, retinal specialists have supplemented laser photocoagulation with alternate off-label therapies for the treatment of DME, including injections of corticosteroids and anti-vascular endothelial growth factor (anti-VEGF) agents. Corticosteroids have shown improved visual acuity in DME patients in non-pivotal clinical trials, but are associated with increased intraocular pressure (IOP) and cataract formation. Both of these alternate therapies are limited by a need for multiple injections to maintain a therapeutic effect.

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. Iluvien is inserted with a device that employs a 25-gauge needle which allows for a self-sealing wound. Iluvien is designed to provide a therapeutic effect for up to 36 months by delivering sustained sub-microgram levels of FA. We believe that sustained sub-microgram levels will provide lower

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exposure to corticosteroids than other intraocular dosage forms currently available. By providing lower exposure to corticosteroids and focusing the delivery to the back of the eye, we believe Iluvien has the potential to improve visual acuity while reducing the incidence of increased IOP and cataract formation commonly associated with the use of corticosteroids.

Our commercialization strategy is to establish Iluvien as a leading therapy for the treatment of DME and subsequently for any other indications for which Iluvien proves safe and effective. We intend to capitalize on our management’s experience and expertise with eye-care products, by marketing and selling Iluvien to the approximately 1,600 retinal specialists practicing in the approximately 900 retina centers across the United States and Canada. We intend to seek a commercialization partner for sales and marketing activities outside North America. Our commercialization strategy is subject to and dependent upon regulatory approval of Iluvien for the treatment of DME.

In addition to our activities related to Iluvien, we are pursuing the development, license and acquisition of rights to compounds and technologies with the potential to treat diseases of the eye that we believe are not well treated by current therapies. We have executed agreements with Emory University, whereby we acquired exclusive, worldwide licenses of rights under patent applications covering two classes of nicotinamide adenine dinucleotide phosphate (NADPH) oxidase inhibitors. Our initial focus is on the use of NADPH oxidase inhibitors in the treatment of dry AMD. We plan to evaluate the use of NADPH oxidase inhibitors in the treatment of other diseases of the eye, including wet AMD and diabetic retinopathy.

Our 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:

•  Pursue FDA Approval for Iluvien.  In the fourth quarter of 2009 we will receive a month 24 readout from the FAME Study. Based on an analysis of this readout we plan to pursue an NDA filing with the FDA in the second quarter of 2010, followed by registration filings in certain European countries and Canada.

•  Maximize the Commercial Success of Iluvien.  If approved by the FDA, we intend to market and sell Iluvien to the approximately 1,600 retinal specialists practicing in the approximately 900 retina centers in the United States and Canada and to seek a commercialization partner for sales and marketing activities outside North America.

•  Assess the Effectiveness of Iluvien for Additional Retinal Diseases.  Iluvien is being studied in three Phase 2 clinical trials with retinal specialists to assess its safety and efficacy in the treatment of dry AMD, wet AMD and RVO.

•  Develop Our Existing Ophthalmic Product Pipeline.  We have acquired exclusive, worldwide licenses of rights under patent applications for two classes of NADPH oxidase inhibitors from Emory University and are evaluating the use of these compounds in the treatment of dry AMD. We plan to evaluate the use of NADPH oxidase inhibitors in the treatment of other diseases of the eye, including wet AMD and diabetic retinopathy.

•  Expand Our Ophthalmic Product Pipeline.  We believe there are further unmet needs in the treatment of ophthalmic diseases. Toward that end, we intend to leverage management’s expertise and its broad network of relationships in continuing to evaluate in-licensing and acquisition opportunities for compounds and technologies with applications in diseases affecting the eye.

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Risks That We Face

Our business is subject to numerous risks that could prevent us from successfully implementing our business strategy. You should carefully consider these risks and other risks described under “Risk Factors” and elsewhere in this prospectus, which include the following:

•  We are dependent on the success of our product candidates and specifically on the success of Iluvien, our only product candidate currently in clinical development;

•  We face heavy government regulation, and approval of Iluvien and our other product candidates from the FDA and from similar entities in other countries is uncertain;

•  Iluvien utilizes FA, a non-proprietary corticosteroid that has demonstrated undesirable side effects in the eye, and the success of Iluvien will depend on our ability to achieve an appropriate relationship between the benefits of FA’s efficacy and the risk of side-effects;

•  We are dependent upon our ability, and the ability of our licensors, to obtain and maintain protection for the intellectual property incorporated into our products and the value of our technology and products will be adversely affected if we or our licensors are unable to obtain or maintain such protection; and

•  We do not expect to generate revenues from our product candidates until the first quarter of 2011 and although we anticipate that the proceeds from this offering will fund our operations through the projected commercialization of Iluvien as early as the first quarter of 2011, we cannot be sure that this offering will be completed, that Iluvien will be approved by the FDA in the fourth quarter of 2010 or that, if approved, future sales of Iluvien will generate revenues sufficient to fund our operations beyond the first quarter of 2011, or ever.

These risks and other risks described under “Risk Factors” and elsewhere in this prospectus could materially and adversely impact our business, financial condition, operating results and future prospects which could cause the trading price of our common stock to decline and could result in a partial or total loss of your investment.

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 web site address is http://www.alimerasciences.com. The information contained in, or that can be accessed through, our Web site is not part of this prospectus and should not be considered part of this prospectus.

Iluvien^® and FAME^tm are our trademarks. This prospectus also contains trademarks of other companies including visiongain^tm, Retisert^®, Lucentis^®, Ozurdex^tm, Visudyne^®, Macugen^®, Avastin^®, Trivaris^® and TRIESENCE^®.

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THE OFFERING

Common stock offered by us	shares
Common stock to be outstanding after this offering	shares
Use of Proceeds	We expect to receive net proceeds from the offering of approximately $      million. We intend to use the proceeds from this offering primarily to complete the clinical development and registration of Iluvien for DME, to repay indebtedness and make certain milestone payments to pSivida US, Inc., to commence the commercial launch of Iluvien, to continue to develop our product pipeline and for working capital and other general corporate purposes. See “Use of Proceeds” for additional information.
Risk Factors	You should read the “Risk Factors” section of this prospectus for a discussion of factors that you should consider carefully before deciding to invest in shares of our common stock.
Proposed Nasdaq Global Market symbol	ALIM

The number of shares of our common stock outstanding after this offering is based on 5,206,839 shares of our common stock outstanding as of September 30, 2009 and the automatic conversion of all outstanding shares of our preferred stock into 77,736,832 shares of common stock upon the closing of the offering, including the conversion of certain Series A preferred stock dividends accumulated prior to November 22, 2005 into 1,293,014 shares of common stock, and the conversion of 6,581,416 shares of Series C-1 preferred stock issuable upon the exercise of outstanding warrants, and excludes:

•  7,487,319 shares of our common stock issuable upon exercise of options outstanding as of September 30, 2009 at a weighted average price per share of $0.61;

•            shares of common stock reserved as of            , 2009 for future issuance under our stock-based compensation plans; and

•  895,494 shares of our common stock issuable upon the exercise of outstanding warrants at a weighted average price of $1.03 per share, all of which are currently exercisable.

Unless otherwise indicated, the information we present in this prospectus assumes and reflects the following:

•  the automatic conversion of all outstanding shares of our preferred stock into 77,736,832 shares of common stock upon the closing of the offering, including the conversion of certain Series A preferred stock dividends accumulated prior to November 22, 2005 into 1,293,014 shares of common stock, the conversion of 6,581,416 shares of Series C-1 preferred stock issuable upon exercise of outstanding warrants, and the receipt of $10.0 million in proceeds as a result of the exercise of those warrants;

•  the filing of our restated certificate of incorporation and the adoption of our amended and restated bylaws to be effective upon the closing of this offering;

•  no exercise of the underwriters’ over-allotment option to purchase additional shares; and

•  a          -for-1 split of our common stock to be effected prior to this offering.

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SUMMARY HISTORICAL AND PRO FORMA FINANCIAL AND OTHER DATA

The tables below summarize our financial data. The following statements of operations data for fiscal years 2006, 2007 and 2008, and the nine months ended September 30, 2009, and the balance sheet data as of December 31, 2007 and 2008 and September 30, 2009 have been derived from our audited financial statements and related notes and are included elsewhere in this prospectus. The statement of operations data for fiscal year 2005 and the balance sheet data as of December 31, 2005 and 2006 are derived from our audited financial statements, but are not included in this prospectus. The statement of operations data for the nine months ended September 30, 2008 has been derived from our unaudited financial statements and related notes which are included elsewhere in this document. The statement of operations data for the year ended December 31, 2004, and the balance sheet data as of December 31, 2004 and September 30, 2008 are derived from the unaudited financial statements. In the opinion of management, the interim financial statements have been prepared on the same basis as the audited financial statements and include all adjustments necessary for the fair presentation of our financial position and results of operations for these periods. The following summary financial data should be read together with our financial statements and related notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included elsewhere in this prospectus.

Statement of Operations Data

																Nine Months Ended
	Years Ended December 31,															September 30,
	2004			2005			2006			2007			2008			2008			2009
	(In thousands, except per share data)
	(Unaudited)															(Unaudited)
Operating expenses
Research and development(1)	$	1,488		$	2,926		$	6,736		$	8,363		$	43,764		$	39,614		$	11,979
General and administrative		1,856			2,595			3,028			3,184			5,058			2,774			2,351
Marketing		479			557			616			969			1,259			934			541
Total operating expenses		3,823			6,078			10,380			12,516			50,081			43,322			14,871
Interest income		48			223			596			1,079			585			509			35
Interest expense		(203	)		(2	)		(2	)		(2	)		(1,514	)		(1,039	)		(1,423	)
Decrease (increase) in fair value of preferred stock conversion feature		6			8			6			1			(10,454	)		(4,083	)		(5,295	)
Loss from continuing operations		(3,972	)		(5,849	)		(9,780	)		(11,438	)		(61,464	)		(47,935	)		(21,554	)
Income (loss) from discontinued operations(2)		(2,731	)		(7,790	)		(3,191	)		5,733			—			—			—
Net loss		(6,703	)		(13,639	)		(12,971	)		(5,705	)		(61,464	)		(47,935	)		(21,554	)
Beneficial conversion feature of preferred stock (see Note 9)		—			—			—			—			—			—			(355	)
Preferred stock accretion		(52	)		(164	)		(243	)		(248	)		(718	)		(609	)		(377	)
Preferred stock dividends		(358	)		(1,546	)		(3,548	)		(4,685	)		(6,573	)		(4,794	)		(5,340	)
Net loss attributable to common stockholders	$	(7,113	)	$	(15,349	)	$	(16,762	)	$	(10,638	)	$	(68,755	)	$	(53,338	)	$	(27,626	)
Net loss per share attributable to common stockholders — basic and diluted	$	(1.48	)	$	(3.14	)	$	(3.43	)	$	(2.09	)	$	(13.39	)	$	(10.34	)	$	(5.41	)
Weighted average common shares outstanding — basic and diluted		4,804			4,887			4,887			5,100			5,136			5,159			5,105
Unaudited pro forma net loss per share attributable to common stockholders — basic and diluted(3)													$	(0.74	)				$	(0.22	)
Unaudited pro forma weighted average common shares outstanding — basic and diluted(3)														68,796						74,272

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(1)	Includes $29.8 million of research and development expenses incurred in connection with an amendment to the pSivida license agreement in the nine months ended September 30, 2008. See Note 7 to the financial statements for a more detailed description of the pSivida agreement and the amendment.
(2)	Includes gains on disposal of $9.7 million and $6.0 million for the years ended December 31, 2006 and 2007, respectively. See Note 3 to the financial statements for a more detailed description of the discontinued operations.
(3)	The pro forma basic and diluted net loss per common share data for the year ended December 31, 2008 and the nine months ended September 30, 2009 reflect the conversion, upon the closing of this offering, of our Series A, Series B, Series C and Series C-1 preferred stock (including shares of Series C-1 preferred stock issuable upon exercise of outstanding warrants) at their respective conversion rates into our common stock, as if the conversion had occurred at the later of the beginning of the period presented or the date of issuance of such shares of preferred stock and excludes the effect of the change in fair value of the preferred stock conversion feature, preferred stock accretion and preferred stock dividends. The pro forma data does not give effect to the consummation of this offering.

Balance Sheet Data

	As of December 31,															As of September 30,
	2004			2005			2006			2007			2008			2008			2009
	(In thousands)
	(Unaudited)															(Unaudited)
Cash and cash equivalents	$	3,355		$	22,815		$	27,157		$	20,847		$	17,875		$	26,620		$	9,902
Working capital		2,783			21,846			25,294			19,862			14,551			21,500			1,561
Total assets		4,381			25,081			31,251			24,519			20,264			30,172			10,889
Long-term liabilities		19			57			60			31			28,217			21,675			31,777
Preferred stock		8,982			43,373			63,057			67,990			103,017			101,128			111,257
Additional paid-in capital		1,937			2,193			2,571			2,867			3,474			3,354			4,339
Accumulated deficit		(7,966	)		(23,315	)		(40,077	)		(50,715	)		(119,470	)		(104,053	)		(147,096	)
Total stockholders’ deficit		(5,923	)		(21,015	)		(37,399	)		(47,738	)		(115,887	)		(100,590	)		(141,176	)

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RISK FACTORS

Investing in our common stock involves a high degree of risk. You should consider carefully the risk factors described below, together with the other information in this prospectus (including our financial statements and the related notes appearing at the end of this prospectus) before deciding to invest in shares of our common stock. If any of the events contemplated by the following discussion of risks should occur, our business, financial condition, results of operations and future prospects would likely be materially and adversely affected. As a result, the market price of our common stock could decline, and you could lose all or part of your investment.

Risks Related to Our Business and Industry

We are dependent on the success of our product candidates in development and specifically on the success of Iluvien, our only product candidate in clinical development. If Iluvien is determined to be unsafe or ineffective in humans or if we are unable to commercialize Iluvien, our business will be materially harmed.

We have invested a significant portion of our time and financial resources in the development of Iluvien, our only product candidate in clinical development. We anticipate that in the near term our ability to generate revenues will depend solely on the successful development and commercialization of Iluvien. We are uncertain whether Iluvien will ultimately prove to be effective and safe in humans. Frequently, product candidates that have shown promising results in clinical trials have suffered significant setbacks in later clinical trials or even after they are approved for commercial sale. Future uses of Iluvien, whether in clinical trials or after it is approved for commercial sale, may reveal that it is ineffective, has undesirable side effects or is otherwise not fit for further use. If Iluvien is determined to be unsafe or ineffective in humans, our business will be materially harmed.

In addition, our ability to successfully commercialize Iluvien will depend, among other things, on our ability to:

•  successfully complete our clinical trials;

•  produce, through a validated process, batches of Iluvien in quantities sufficiently large to permit successful commercialization;

•  receive marketing approvals from the U.S. Food and Drug Administration (FDA) and similar foreign regulatory authorities;

•  establish commercial manufacturing arrangements with third-party manufacturers;

•  launch commercial sales of Iluvien; and

•  secure acceptance of Iluvien in the medical community and with third-party payors.

We face heavy government regulation, and 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 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 and the regulations

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applicable to that particular drug candidate. Regulatory agencies, including those in the United States, Canada, the European Union and other countries where drugs are regulated, can delay, limit or deny approval of a drug candidate for many reasons, including that:

•  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 process;

•  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.

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 United States. For example, the FDA may object to the use of a sham injection in our control arm or may not approve of certain of our methods for analyzing our trial data, including how we evaluate the risk/benefit relationship. Further, we intend to market Iluvien outside the United States and specifically in the European Union 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 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.

In addition, although we expect to obtain a waiver from regulatory agencies for the requirement to perform a carcinogenicity study in animals, this waiver is dependent upon our demonstration of negligible systemic absorption exposure of the active fluocinolone acetonide (FA) in our open-label Phase 2 human pharmacokinetic clinical study (PK Study) which we may not be able to demonstrate beyond month 18. Carcinogenicity studies identify a tumorigenic potential in animals and are used to assess the relevant risk in humans.

Any delay or failure by us to obtain regulatory approvals for our product candidates could diminish competitive advantages that we may attain and would adversely affect the marketing of our products. We have not yet received regulatory approval to market any of our product candidates in any jurisdiction.

Iluvien utilizes FA, 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 intraocular pressure (IOP) and cataraet formation. We have received no data from our Phase 3 pivotal clinical trials for the use of Iluvien in the treatment of DME (the FAME Study) and the extent of Iluvien’s long-term side effect profile is not yet known. Our FAME Study may not demonstrate that Iluvien has sufficient levels of efficacy to outweigh the risks associated with its side-effect profile. Conversely, Iluvien’s side-effect profile may not be low enough to provide an acceptable risk/benefit relationship in line with Iluvien’s demonstrated efficacy. If the FAME Study does not demonstrate that Iluvien provides an acceptable risk/benefit relationship, we may not receive regulatory approval from the FDA or from similar regulatory agencies in other countries.

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Even if we do receive regulatory approval 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 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 the use to patients exhibiting IOP below a certain level at the time of treatment. Product approvals, once granted, may be withdrawn if problems occur after initial marketing. If and when Iluvien does receive regulatory approval or clearance, the marketing, distribution and manufacture of Iluvien will be subject to regulation in the United States by the FDA and by similar entities in other countries. 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.

Iluvien may not be granted Priority Review by the FDA and, even if Iluvien receives Priority Review, Iluvien may not receive approval within the six-month review/approval cycle.

We believe that Iluvien may be eligible for Priority Review under FDA procedures. We will request Priority Review for Iluvien at the time we submit our New Drug Application (NDA). Although the FDA has granted Priority Review to other products that treat retinal disease (including Visudyne, Retisert, Macugen, Lucentis and Ozurdex), Iluvien may not receive similar consideration. However, even in the event that Iluvien is designated for Priority Review, such a designation does not necessarily mean a faster regulatory review process or necessarily confer any advantage with respect to approval compared to conventional FDA procedures. Receiving Priority Review from the FDA does not guarantee approval within the six-month review/approval cycle.

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 payors 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 the demonstration of its safety and efficacy, its cost-effectiveness, its potential advantages over other therapies, the reimbursement policies of government and third-party payors with respect to the product candidate, and the effectiveness of our marketing and distribution capabilities. 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 payors 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’s) 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

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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.

We will rely on a single manufacturer for Iluvien, a single manufacturer for the Iluvien inserter and a single active pharmaceutical ingredient formulator for Iluvien’s active pharmaceutical ingredient. Our business would be seriously harmed if these third-parties are not able to satisfy our demand and alternative sources are not available.

We do not have in-house manufacturing capability and will depend completely on a single third-party manufacturer for the manufacture of Iluvien, a single third-party manufacturer for the manufacture of the Iluvien inserter and a single third-party manufacturer for the manufacture of Iluvien’s active pharmaceutical ingredient. We have not finalized long-term agreements with these third-parties and if they are unable or unwilling to perform for any reason, we may not be able to locate alternative acceptable manufacturers or formulators, enter into favorable agreements with them or get them approved by the FDA in a timely manner. Any inability to acquire sufficient quantities of Iluvien, the Iluvien inserter 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. Any inability to acquire information necessary to file for regulatory approval from such third-parties could also prevent us from obtaining regulatory approval for Iluvien in a timely manner. In addition, all our third-party manufacturers are subject to cGMP and comparable requirements of foreign regulatory bodies, and we do not have control over compliance with these regulations by our manufacturer. If our manufacturer fails to maintain compliance, the production of Iluvien could be interrupted, resulting in delays and additional costs. In addition, if the facilities of our manufacturer do not pass a pre-approval plant inspection, the FDA will not grant market approval for Iluvien.

Materials necessary to manufacture Iluvien and our other product candidates may not be available on commercially reasonable terms, or at all, which may delay the development, regulatory approval and commercialization of our product candidates.

We will rely on our manufacturers to purchase materials from third-party suppliers necessary to produce Iluvien and our other product candidates for our clinical trials. 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. Moreover, we currently have not finalized any agreements for the commercial production of these materials. If our manufacturers are unable to obtain these materials for our clinical trials, product testing and potential regulatory approval of Iluvien and our other product candidates could be delayed, significantly affecting our ability to develop Iluvien and our other product candidates. If we or our manufacturers are unable to purchase these materials after regulatory approval has been obtained for Iluvien and our other product candidates, the commercial launch of Iluvien and our other product candidates 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 and our other product candidates.

The manufacture and packaging of pharmaceutical products 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 products such as Iluvien and our future product candidates are regulated by the FDA and similar foreign regulatory entities and must be conducted in accordance with the FDA’s cGMP and comparable requirements of foreign regulatory entities. 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

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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 products, 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.

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. 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 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 may require clinical testing as a way to prove equivalency, which would result in additional costs and delay.

Furthermore, in order to obtain approval of our products, including Iluvien, 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 Iluvien 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 pilot scale batches, some of the steps in the manufacturing processes will need to be revalidated when we begin to manufacture commercial scale batches. If the required testing or process validation is delayed or produces unfavorable results, we may have to launch the product using smaller pilot scale batches, which may impact our ability to fulfill demand for the product.

The FDA and similar foreign regulatory bodies 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:

•  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.

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 that product candidate. Therefore, any failure or delay in commencing or completing these clinical trials would harm our business materially.

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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 that product candidate, we may not be able to obtain marketing approval or we may obtain approval for indications that is 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 impair our ability to commercialize our products or potential products. If any of this occurs, our business will be materially harmed.

We currently have no sales or marketing organization. If we are unable to establish satisfactory sales and marketing capabilities, we may not succeed in commercializing Iluvien.

At present, we have no sales personnel and a limited number of marketing personnel. In anticipation of receiving FDA approval for the commercial launch of Iluvien, we plan to begin hiring additional sales and marketing personnel to establish our own sales and marketing capabilities in the United States in time for our anticipated commercial launch of Iluvien. We plan to add our first sales representatives in the third quarter of 2010. Therefore, at the time of our commercial launch of Iluvien, assuming regulatory approval by the FDA, our sales and marketing team will have worked together for only a limited period of time.

We may not be able to establish a direct sales force in a cost-effective manner or realize a positive return on this investment. 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 without strategic partners or licensees include:

•  our inability to recruit and retain adequate numbers of effective sales and marketing personnel;

•  the inability of sales personnel to obtain access to or persuade adequate numbers of retinal specialists 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; and

•  unforeseen costs and expenses associated with creating an independent sales and marketing organization.

If appropriate regulatory approvals are obtained, we intend to commercialize Iluvien and our other product candidates in international markets through collaboration arrangements with third-parties. We have not yet entered into any agreements related to the marketing of Iluvien or any of our other product candidates in international markets and we may not be able to enter into any arrangements with respect to international collaborations on favorable terms or at all. In addition, these arrangements could result in lower levels of income to us than if we marketed our product candidates entirely on our own. If we are unable to enter into appropriate marketing arrangements for our product candidates in international markets, we may not be able to develop an effective international sales force to successfully commercialize Iluvien and our other product candidates in international markets. If we fail to enter into marketing arrangements for our products and are unable to develop an effective international sales force, our ability to generate revenue outside of North America would be limited.

If we 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 appropriate 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.

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 September 30, 2009, we had 21 employees. As our development and commercialization plans and strategies develop, we will need to expand the size of our employee base for managerial, operational, sales,

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marketing, financial and other resources. Future growth would impose significant added responsibilities on members of management, including the need to identify, recruit, maintain, motivate and integrate additional employees. 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 future growth.

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 private insurers, the Medicare program and other third-party payors which could be affected by current proposals for healthcare reform. The market for our products may also be limited by the indications for which their use may be reimbursed or the frequency at which they may be administered.

The availability and levels of reimbursement by governmental and other third-party payors affect the market for products such as Iluvien and others that we may develop. These third-party payors continually attempt to contain or reduce the costs of health care by challenging the prices charged for medical products and services. In the United States, 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. President Obama has proposed comprehensive reforms to the healthcare system, including changes to the methods for, and amounts of, Medicare reimbursement. President Obama’s proposals would 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 payments or the imposition of enrollment limitations on new providers, may be proposed or could be adopted, either by the U.S. Congress or by the Centers for Medicare & Medicaid Services. If revised regulations are adopted, the availability, methods and rates of reimbursements from Medicare, private insurers and other third-party payors for Iluvien and our other potential products could change. 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.

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 private insurers, including managed care organizations, the Medicare program or other reimbursing bodies or payors 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.

In some foreign countries, particularly Canada and the countries of the European Union, the pricing of prescription pharmaceuticals is subject to governmental control. In Canada, each province has a publicly funded drug plan with each having its own formulary citing specific criteria for reimbursement and prior authorization. Each provincial government except Québec considers the clinical and cost-effectiveness recommendations of the Common Drug Review performed by the Canadian Agency for Drugs and Technologies in

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Health. Québec has a separate drug review process that is performed by its Medication Council. In the European Union, each country has a different reviewing body that evaluates reimbursement dossiers submitted by manufacturers 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 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 products, including Iluvien, to other available therapies. 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 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.

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, reimbursement acceptance by private insurers and Medicare, acceptance of pricing, the development of our sales and marketing organization, an adequate payment to physicians for the insertion procedure (based on a cost assigned by the American Medical Association to the procedure, also known as a CPT code) 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 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 FA, 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 FA. 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. Under this agreement, we exercised our options to enter into further agreements with pSivida for licenses to pSivida’s intellectual property for the delivery of the two nicotinamide adenine dinudeotide phosphate (NADPH) oxidase inhibitors and brimonidine to the back of the eye. Unless and until we enter into such agreements with pSivida, pSivida may grant to any other party the right to use its intellectual property to deliver such compounds to the back of the eye.

There are no ophthalmic drug therapies approved by the FDA for the treatment of DME. 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 include Lucentis, a drug sponsored by Genentech, Inc., a wholly-owned member of the Roche Group and Ozurdex, a drug sponsored by Allergan, Inc. 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 if we receive marketing approval for Iluvien, even if Iluvien is otherwise viewed as a preferable therapy.

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

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advances made in the commercial applicability of technologies and greater availability of capital for investment in these fields.

We currently do not have any collaborations 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. We currently do not have any collaborations with third-parties. Areas in which we anticipate entering into third-party collaboration arrangements include joint sales and marketing arrangements for sales and marketing of Iluvien 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 future arrangements might adversely affect our ability to develop, commercialize and market our products.

The success of our future 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:

•  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.

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

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may initially show promise in identifying potential product candidates, yet fail to yield product candidates for clinical development for a number of reasons, including:

•  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 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. A number of 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:

•  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

•  we may be unable to identify suitable products or product candidates within our areas of expertise.

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.

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 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 have primary product liability insurance that covers our clinical trials for a $5.0 million general aggregate limit and excess product liability insurance that covers our clinical trials for an additional $5.0 million general aggregate limit. We intend to expand our insurance coverage to include the sale of commercial products if we obtain marketing approval for any of the products that we may develop. 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.

In addition, our business is exposed to the risk of product liability claims related to our sale and distribution of our over-the-counter dry eye product prior to its acquisition by Bausch & Lomb Incorporated in July 2007. Our primary product liability insurance and excess product liability insurance policies cover product

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liability claims related to the product. To the extent this insurance is insufficient to cover any product related claims we may be exposed to significant liabilities, which may materially and adversely affect our business and financial condition.

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 on principal members of our management team, including C. Daniel Myers, our President and Chief Executive Officer, Susan Caballa, our Senior Vice President of Regulatory Affairs, and Kenneth Green, Ph.D., our Senior Vice President and Chief Scientific Officer. These executives each have significant ophthalmic and regulatory industry 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 Iluvien or any of our other 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 Iluvien or any of our other product candidates or if their performance is substandard, it will delay the development and 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 is approved.

Any product for which we obtain marketing approval, 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

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previously unknown problems with our products, manufacturer or manufacturing processes, or failure to comply with regulatory requirements, may result in:

•  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.

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 foreign jurisdictions would prevent us from marketing our products abroad.

We intend to market our products outside North America with one or more commercial partners. 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. 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 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 market. The failure to obtain these approvals could harm our business materially.

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, ocular discomfort, reduced visual acuity, visual disturbance, endophthalmitis, or long-standing vitreous floaters.

In addition, if any of our product candidates receives marketing approval and we or others later identify undesirable side effects caused by the product, we could face one or more of the following consequences:

•  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.

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.

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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 United States 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 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, FA 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.

We may not have rights under some patents or patent applications that may be infringed by our products or potential products. Third-parties may now or in the future own or control these patents and patent applications in the United States 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 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 with claims covering devices for injecting an ocular implant into a patient’s eye similar to the Iluvien inserter. 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

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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 important to our business, and we expect to enter into additional licenses in the future. We hold a license from pSivida under patents 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. under 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.

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 October 30, 2009, we owned one pending non-provisional U.S. utility patent application, one issued U.S. design patent and one patent Cooperation Treaty Application,

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relating to our inserter system for Iluvien. 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 October 30, 2009, the patent rights relating to Iluvien licensed to us from pSivida include three U.S. patents that expire between March 2019 and April 2020 and counterpart filings to these patents in a number of other jurisdictions. It is unclear if a patent term extension will be available for any of these U.S. patents or any of our licensed U.S. pending patent applications. After these patents expire in April of 2020, we will not be able to block others from marketing FA in an insert similar to Iluvien in the U.S. unless we are able to obtain patient term extensions. 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 and, 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 United States. As a result, we may encounter significant problems in protecting and defending our intellectual property both in the United States 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

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aspects of our products or those of our licensors or by covering the same or similar technologies 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 United States.

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

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substantial liabilities and may be forced to limit or forego further commercialization of one or more of our products. Although we maintain primary product liability insurance and excess product liability insurance that cover our clinical trials, 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. In addition, 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.

Legislative or regulatory reform of the health care system in the United States and foreign jurisdictions may affect our ability to sell our products profitably.

The continuing efforts of the United States and foreign governments, insurance companies, managed care organizations and other payors of health care services to contain or reduce health care costs may adversely affect our ability to set prices for our products which we believe are fair, and our ability to generate revenues and achieve and maintain profitability.

Specifically, in both the United States and some foreign jurisdictions there have been a number of legislative and regulatory proposals to change the health care system in ways that could affect our ability to sell our products profitably. In the United States, changes in federal health care policy have been proposed by President Obama and are expected to be considered by Congress this year. Specifically, on February 26, 2009, the Obama Administration released its proposed federal budget for fiscal year 2010, which would establish a reserve fund of $633.8 billion over 10 years to finance comprehensive health reform. The reserve fund would be paid for by tax increases and health system savings. On June 15, 2009, the Obama Administration released new proposals to cut an additional $313 billion from Medicare and Medicaid over 10 years, in addition to the provisions included in the Administration’s proposed fiscal year 2010 budget. Some of these proposed reforms could result in reduced reimbursement rates for Iluvien and our other potential products, which would adversely affect our business strategy, operations and financial results.

In addition, the Medicare Prescription Drug Improvement and Modernization Act of 2003 reforms the way Medicare will cover and reimburse for pharmaceutical products. This legislation could decrease the coverage and price that we may receive for our products. Other third-party payors are increasingly challenging the prices charged for medical products and services. It will be time consuming and expensive for us to go through the process of seeking reimbursement from Medicare and private payors. Our products may not be considered cost-effective, and coverage and reimbursement may not be available or sufficient to allow us to sell our products on a profitable basis. Further federal and state proposals and health care reforms are likely which could limit the prices that can be charged for the product candidates that we develop and may further limit our commercial opportunity. Our results of operations could be materially adversely affected by the proposed healthcare reforms, by the Medicare prescription drug coverage legislation, by the possible effect of such current or future legislation on amounts that private insurers will pay and by other health care reforms that may be enacted or adopted in the future.

In some foreign countries, including the European Union and Canada, the pricing of prescription pharmaceuticals is subject to governmental control. In these countries, pricing negotiations with governmental authorities can take six to 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.

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 involve the controlled use of potentially hazardous substances, including chemical and biological materials. In addition, our operations produce hazardous waste products. Federal, state and local laws and regulations in both the United States and Canada govern the use,

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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.

Risks Relating to Our Financial Results and Need for Financing

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 have a limited operating history. We are not currently generating revenues and we cannot estimate with precision the extent of our future losses. We do not currently have any products that have been approved for commercial sale and we may never generate revenue from selling products or achieve profitability. We expect to continue to incur substantial and increasing losses through the anticipated commercial launch of Iluvien as early as the first quarter of 2011, particularly as we increase our research, clinical development, administrative and sales and marketing activities. As a result, we are uncertain when or if we will achieve profitability and, if so, whether we will be able to sustain it. As of September 30, 2009, we have accumulated a net deficit of $147.1 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 marketed. 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.

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:

•  the commercial success of our product candidates;

•  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,

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.

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We may need additional financing in the event that we do not receive regulatory approval for Iluvien or the approval is delayed or, if approved, the future sales of Iluvien do not generate sufficient revenues to fund our operations. This financing may be difficult to obtain.

Since the inception of our company, we have funded our operations through the private placement of common stock, preferred stock and convertible debt, as well as by the sale of certain assets of the non-prescription business in which we were previously engaged. As of September 30, 2009, we had $9.9 million in cash and cash equivalents which we believe is sufficient to fund our operations through January 2010, but not beyond January 2010. Our need for additional financing, and current lack of a commercial product raise substantial doubt about our ability to continue as a going concern. On a pro forma as adjusted basis, as of September 30, 2009 we had $      in cash and cash equivalents which we believe is sufficient to fund our operations through the projected commercialization of Iluvien as early as the first quarter of 2011. However, we cannot be sure that this offering will be completed, that Iluvien will be approved by the FDA in the fourth quarter of 2010 or that, if approved, future sales of Iluvien will generate revenues sufficient to fund our operations beyond the first quarter of 2011, or ever. In the event additional financing is needed, 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. 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 as a business.

Risks Related to this Offering

Our existing stockholders will 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.

After this offering, our existing stockholders, which will include certain executive officers, key employees and directors and their affiliates, will beneficially own approximately     % of our outstanding common stock (approximately     % if the underwriters’ option to purchase additional shares is exercised in full) and will have the ability to control all matters requiring stockholder approval, including the election of directors. As a result, our existing stockholders would have the power to prevent a change of control in our company. The interests of our existing stockholders may differ from the interests of our stockholders who purchased their shares of our common stock in this offering, and this concentration of voting power may have the affect of delaying or impeding actions that could be beneficial to you, including actions that may be supported by our board of directors. See “Principal Stockholders” for additional information regarding the ownership of our outstanding stock by our executive officers, directors and their affiliates.

An active trading market for our common stock may not develop.

Prior to this offering, there has been no public market for our common stock. Although we anticipate that our common stock will be approved for listing on the Nasdaq Global Market (Nasdaq), an active trading market for our shares may never develop or be sustained following this offering. If the market does not develop or is not sustained, it may be difficult for you to sell your shares of common stock at a price that is attractive to you or at all. In addition, an inactive market may impair our ability to raise capital by selling shares and may impair our ability to acquire other companies or technologies by using our shares as consideration, which, in turn, could materially adversely affect our business.

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The price of our common stock may be volatile and fluctuate substantially, which could result in substantial losses for investors purchasing shares in this offering.

The initial public offering price for the shares of our common stock sold in this offering will be determined by negotiation between the representatives of the underwriters and us. This price may not reflect the market price of our common stock following this offering. Investors may not be able to sell their common stock at or above the initial public offering price. In addition, the market price of our common stock is likely to be highly volatile and may fluctuate substantially due to factors including the following (in addition to the other risk factors described in this section):

•  actual or anticipated fluctuations in our results of operations;

•  changes in, or our failure to meet, securities analysts’ expectations;

•  conditions and trends in the markets we serve;

•  announcements of significant new services or solutions by us or our competitors, including technological innovations;

•  additions to or changes in key personnel;

•  the commencement or outcome of litigation;

•  changes in market valuation or earnings of our competitors;

•  the trading volume of our common stock;

•  future sales of our equity securities;

•  changes in the estimation of the future size and growth rate of our markets;

•  legislation or regulatory policies, practices or actions; and

•  general economic conditions.

In addition, the stock markets, and in particular Nasdaq, have experienced extreme price and volume fluctuations that have affected and continue to affect the market prices of equity securities of many pharmaceutical companies. These broad market and industry factors may materially harm the market price irrespective of our operating performance. As a result of these factors, after this offering you might be unable to resell your shares at or above the initial public offering price. In the past, following periods of volatility in the overall market and the market price of a company’s securities, securities class action litigation has often been instituted against these companies. This litigation, if instituted against us, could result in substantial costs and a diversion of our management’s attention and resources.

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.

Following the completion of this offering, 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. Accordingly, if you purchase shares in this offering, realization of a gain on your investment will depend on the appreciation of the price of our common stock, which may never occur. Investors seeking cash dividends in the foreseeable future should not purchase our common stock. See “Dividend Policy” for additional information.

The actual or possible sale of our shares by our existing stockholders, who will beneficially own approximately     % of our outstanding common stock following this offering, or by others 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.

The market price of our common stock could drop as a result of sales in the market by our existing stockholders of substantial amounts of our common stock after this offering or the perception that these sales

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could occur. These factors also could make it more difficult for us to raise funds through future offerings of our common stock.

Based on shares outstanding as of September 30, 2009 and the assumed conversion of our Series A, Series B, Series C and Series C-1 preferred stock (including shares of Series C-1 preferred stock issuable upon exercise of outstanding warrants) upon completion of the offering we would have outstanding           shares of common stock. Of these shares, all           shares sold in this offering will be freely tradable without restriction or further registration under the Securities Act, unless the shares are purchased by “affiliates” as that term is defined in Rule 144 under the Securities Act.           shares of common stock that are outstanding will be freely tradable pursuant to Rule 144 of the Securities Act, in some cases subject to volume limitations and manner of sale requirements. In conjunction with this offering, our officers, directors and holders of substantially all of our common stock have entered into lock-up agreements with the underwriters under which they will agree not to sell or otherwise dispose of any shares of our common stock for 180 days after the completion of this offering, subject to certain exceptions, without the written consent of Credit Suisse Securities (USA) LLC and Citigroup Global Markets Inc. After these lock-up agreements expire, the           shares not sold in this offering will be eligible for sale in the public market, subject in some cases to volume limitations and manner of sale requirements. See “Shares Eligible for Future Sale” for additional information.

If you purchase shares of common stock sold in this offering, you will experience immediate and substantial dilution.

If you purchase shares of our common stock in this offering, you will experience immediate and substantial dilution of $      per share (assuming the common stock is offered at $      per share, the mid-point of the range set forth on the cover page of the prospectus) because the price that you pay will be substantially greater than the net tangible book value per share of the shares you acquire based on the net tangible book deficit per share as of September 30, 2009. This dilution is due in large part to the fact that our earlier investors paid substantially less than the initial public offering price when they purchased their shares. You will experience additional dilution upon the exercise of stock options by employees or directors to purchase common stock under our equity incentive plans. As of September 30, 2009, we had options outstanding to purchase 7,487,319 shares of our common stock with a weighted average exercise price of $0.61 per share. In addition, as of September 30, 2009 there were warrants outstanding to purchase 895,494 shares of our common stock with a weighted average exercise price of $1.03 per share. See “Dilution” for additional information.

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 additional 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 further 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.

Pursuant to our 2009 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 2009 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 as determined by our board of directors.

All of the shares of common stock sold in our initial public offering will be freely tradable without restrictions or further registration under the Securities Act, as amended, except for any shares purchased by our affiliates as defined in Rule 144 under the Securities Act. Rule 144 defines an affiliate as a person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, us and would include persons such as our directors and executive officers.

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Our management will have broad discretion over the use of the net proceeds we receive in this offering and might not apply the proceeds in ways that increase the value of your investment.

Our management will have broad discretion to use the net proceeds from this offering, and you will be relying on the judgment of our management regarding the application of these proceeds. They might not apply the net proceeds of this offering in ways that increase the value of your investment. We expect to use the net proceeds from this offering primarily to complete the development and registration of Iluvien for DME, to repay indebtedness and make certain milestone payments to pSivida, to commence the commercial launch of Iluvien, to continue to develop our product pipeline and for working capital and other general corporate purposes. Our management might not be able to yield any return on the investment and use of these net proceeds. You will not have the opportunity to influence our decisions on how to use the proceeds.

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. See “Description of Capital Stock — Anti-Takeover Effects of Provisions of Our Amended and Restated Certificate of Incorporation, Bylaws and Delaware Law” for additional information. 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, which will be in effect as of the closing of this offering:

•  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;

•  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;

•  Limit who may call special meetings of stockholders;

•  Prohibit stockholder action by written consent, requiring all actions 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.

See “Description of Capital Stock” for additional information regarding these and other provisions.

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 will depend in part on the research and reports that securities or industry analysts publish about us, our business, our market or our competitors. We do not currently have and may never obtain research coverage by securities and industry analysts. If no securities or industry analysts commence coverage of our company, the trading price for our stock would be negatively impacted. In the event we obtain securities or industry analyst coverage, 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

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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.

Our ability to use our net operating loss carry-forwards may be limited.

At September 30, 2009, we had U.S. federal and state net operating loss carry-forwards (NOLs) of approximately $74.1 million and $57.3 million, respectively, which expire at various dates beginning in 2018 through 2029. Section 382 of the Internal Revenue Code limits the annual utilization of NOLs and tax credit carry-forwards following an ownership change in our company. If it is determined that significant ownership changes have occurred since we generated these NOLs, we may be subject to annual limitations on the use of these NOLs under Internal Revenue Code Section 382.

We will incur significant increased costs as a result of operating as a public company, and our management will be required to devote substantial time to new compliance initiatives.

As a public company, we will incur significant legal, accounting and other expenses that we did not incur as a private company. The Sarbanes-Oxley Act, as well as rules subsequently implemented by the Securities and Exchange Commission and Nasdaq, have 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 will need to devote a substantial amount of time to these new compliance initiatives. Moreover, these rules and regulations will increase our legal and financial compliance costs and will make some activities more time consuming and costly. We expect these rules and regulations to make it more difficult and more expensive for us to obtain director and officer liability insurance and we may be required to incur substantial costs to maintain the same or similar coverage.

The Sarbanes-Oxley Act requires, among other things, that we maintain effective internal controls for financial reporting and disclosure controls and procedures. In particular, we will be required to perform system and process evaluation and testing of our internal controls over financial reporting to allow management and our independent registered public accounting firm to report, commencing in our annual report on Form 10-K for the year ending December 31, 2010, on the effectiveness of our internal controls over financial reporting. Our testing, or the subsequent testing by our independent registered public accounting firm, may reveal deficiencies in our internal controls over financial reporting that are deemed to be material weaknesses. Our compliance with Section 404 will require that we incur substantial accounting expense and expend significant management efforts. We currently do not have an internal audit group, and we will 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 Securities and Exchange Commission or other regulatory authorities, which would require additional financial and management resources.

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS AND PROJECTIONS

This prospectus contains forward-looking statements. All statements other than statements of historical fact contained in this prospectus, including statements regarding our future results of operations and financial position, business strategy and plans and objectives of management for future operations, are forward-looking statements. These statements involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements.

In some cases, we identify forward-looking statements by terms such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “target,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of these terms or other similar expressions. The forward-looking statements in this prospectus are only predictions. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our business, financial condition and results of operations. These forward-looking statements speak only as of the date of this prospectus and are subject to a number of risks, uncertainties and assumptions described in the “Risk Factors” section and elsewhere in this prospectus. All forward-looking statements involve risks, assumptions and uncertainties. You should not rely upon forward-looking statements as predictions of future events. 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. We undertake no obligation, and specifically decline any obligation, to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

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USE OF PROCEEDS

We estimate that the net proceeds to us of the sale of the common stock that we are offering will be approximately $      million, assuming an initial public offering price of $      per share, which is the midpoint of the range listed on the cover page of this prospectus, and after deducting estimated underwriting discounts and commissions and estimated offering expenses that we must pay. A $1.00 increase or decrease in the assumed initial public offering price of $      per share would increase or decrease the net proceeds to us from this offering by approximately $      million, assuming the number of shares offered by us, as set forth on the cover page of the prospectus, remains the same and after deducting the underwriting discounts and commissions and estimated offering expenses payable by us.

We anticipate using the net proceeds from this offering as follows:

•  approximately $16.5 million to complete the clinical development and registration of Iluvien for DME;

•  $15.0 million to repay indebtedness to pSivida US, Inc. (pSivida) pursuant to a promissory note issued in connection with the amendment and restatement of our agreement with pSivida (this promissory note is currently accruing interest at the rate of 8% per annum, adjusting to 20% per annum effective April 1, 2010, and is payable in full upon the earlier of certain liquidity events (including an initial public offering of our common stock greater than $75.0 million), the occurrence of an event of default under our agreement with pSivida or on September 30, 2012);

•  $25.0 million to pay a milestone payment to pSivida upon the FDA approval of Iluvien pursuant to our agreement with pSivida; and

•  the balance to commence the commercial launch of Iluvien, to continue to develop our product pipeline and for working capital and other general corporate purposes.

Pending use of proceeds from this offering, we intend to invest the proceeds in a variety of capital preservation investments, including short-term, investment-grade and interest-bearing instruments.

DIVIDEND POLICY

We have never declared or paid any cash dividends on capital stock. We currently intend to retain all available funds and any future earnings for use in financing the growth of our business and do not anticipate paying any cash dividends after the offering and for the foreseeable future. Any future determination relating to dividend policy will be made at the discretion of our board of directors and will depend on our future earnings, financial condition, results of operations, capital requirements, general business conditions, future prospects, applicable Delaware law, which provides that dividends are only payable out of surplus or current net profits, and other factors that our board of directors may deem relevant.

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CAPITALIZATION

The following table sets forth our cash and cash equivalents and capitalization as of September 30, 2009 (in thousands, except share data):

•  our actual capitalization as of September 30, 2009;

•  our pro forma capitalization assuming and giving effect to the conversion of all outstanding shares of preferred stock into common stock upon the completion of this offering, including the conversion of certain Series A preferred stock dividends accumulated prior to November 22, 2005 into 1,293,014 shares of common stock and the conversion of 6,581,416 shares of our Series C-1 preferred stock issuable upon the exercise of outstanding warrants, and the receipt of $10.0 million in proceeds as a result of the exercise of Series C-1 preferred stock warrants; and

•  our pro forma capitalization as adjusted to reflect the receipt of the estimated net proceeds from our sale of           shares of common stock in this offering at the assumed offering price of $      per share, after deducting the underwriting discounts and commissions and estimated offering expenses and after deducting the amount necessary to repay the note due to pSivida, and the filing of a restated certificate of incorporation after the closing of this offering.

	As of September 30, 2009
							Pro Forma As
	Actual			Pro Forma			Adjusted
	(In thousands, except per share data)
				(Unaudited)			(Unaudited)
Cash and cash equivalents	$	9,902		$	19,902
Note payable to pSivida	$	15,000		$	15,000
Fair value of preferred stock conversion features		18,855			—
Preferred stock
Series A preferred stock, $.01 par value; 22,524,545 shares authorized, issued and outstanding on actual basis; 0 shares authorized, issued and outstanding on a pro forma and pro forma as adjusted basis; liquidation preference of $36,481 on an actual basis		35,895			—
Series B preferred stock, $.01 par value; 24,302,903 shares authorized, issued and outstanding on actual basis; 0 shares authorized, issued and outstanding on a pro forma and pro forma as adjusted basis; liquidation preference of $40,415 on an actual basis		39,948			—
Series C preferred stock, $.01 par value; 19,744,246 shares authorized, issued and outstanding on actual basis; 0 shares authorized, issued and outstanding on a pro forma and pro forma as adjusted basis; liquidation preference of $33,676 on an actual basis		32,798			—
Series C-1 preferred stock, $.01 par value; 9,872,124 shares authorized; 3,290,708 shares issued and outstanding on actual basis; 0 shares authorized, issued and outstanding on a pro forma and pro forma as adjusted basis; liquidation preference of $5,039 on an actual basis		2,616			—
Stockholders’ deficit
Common stock, $.01 par value; 100,000,000 shares authorized, 5,206,839 issued and outstanding on an actual basis; 100,000,000 authorized, 82,943,671 issued and outstanding on a pro forma basis;          authorized,          issued and outstanding on a pro forma as adjusted basis		52			829
Additional paid-in capital		4,339			145,146
Series C-1 preferred stock warrants		1,472			—
Common stock warrants		57			57
Accumulated deficit		(147,096	)		(147,096	)
Total stockholders’ deficit		(141,176	)		(1,064	)
Total capitalization	$	3,936		$	13,936

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The number of shares of our common stock outstanding following this offering is based on 5,206,839 shares of our common stock outstanding as of September 30, 2009 and includes:

•  the automatic conversion of all outstanding shares of our preferred stock into 77,736,832 shares of common stock upon the closing of the offering, including the conversion of certain Series A preferred stock dividends accumulated prior to November 22, 2005 into 1,293,014 shares of common stock, the conversion of 6,581,416 shares of Series C-1 preferred stock issuable upon exercise of outstanding warrants, and the receipt of $10.0 million in proceeds as a result of the exercise of those warrants;

and excludes:

•  7,487,319 shares of common stock issuable upon exercise of stock options outstanding at a weighted average exercise price of $0.61 per share;

•             shares of common stock available for future issuance under our stock-based compensation plans; and

•  895,494 shares of common stock issuable upon the exercise of outstanding warrants as of September 30, 2009, with a weighted average exercise price of $1.03 per share.

See “Management — Employee Benefit Plans,” and Note 15 of the Notes to the Financial Statements for a description of our equity benefit plans.

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DILUTION

Our pro forma net tangible book value as of September 30, 2009 was approximately $(1.1) million, or approximately $(0.01) per share. Pro forma net tangible book value per share represents the amount of stockholders’ equity, divided by 82,943,671 shares of common stock outstanding after giving effect to the conversion of all outstanding shares of preferred stock (including shares of Series C-1 preferred stock issuable upon exercise of outstanding warrants) into shares of common stock upon completion of this offering.

Net tangible book value dilution per share to new investors represents the difference between the amount per share paid by purchasers of shares of common stock in this offering and the net tangible book value per share of common stock immediately after completion of this offering. After giving effect to our sale of           shares of common stock in this offering at an assumed initial public offering price of $      per share, and after deducting the underwriting discounts and commissions and estimated offering expenses, the pro forma net tangible book value as of September 30, 2009 would have been approximately $      million or approximately $      per share. This represents an immediate increase in net tangible book value of $      per share to existing stockholders and an immediate dilution in net tangible book value of $      per share to purchasers of common stock in the offering, as illustrated in the following table:

Assumed initial public offering price per share				$
Historical net tangible book value per share	$	(27.12	)
Increase attributable to the conversion of the preferred stock	$	27.11
Pro forma net tangible book value per share before this offering	$	(0.01	)
Increase per share attributable to new investors	$
Pro forma net tangible book value per share after this offering				$
Dilution per share to new investors				$

If the underwriters exercise their option to purchase additional shares of our common stock in full in this offering, the pro forma net tangible book value per share after the offering would be approximately $      per share, the increase in pro forma net tangible book value per share to existing stockholders would be approximately $      per share and the dilution to new investors purchasing shares in this offering would be approximately $      per share.

The table below presents on a pro forma basis as of September 30, 2009, after giving effect to the conversion of all outstanding shares of preferred stock (including 6,581,416 shares of Series C-1 preferred stock issuable upon exercise of outstanding warrants and the receipt of $10.0 million in proceeds as a result of the exercise of those warrants) into common stock upon completion of this offering and assuming there are no exercises of stock options or warrants outstanding on September 30, 2009 (as further described below), the differences between the existing stockholders and the purchasers of shares in the offering with respect to the number of shares purchased from us, the total consideration paid and the average price paid per share:

	Shares Purchased					Total Consideration					Average Price
	Number		Percent			Amount		Percent			Per Share
						(In thousands, except per share data)
Existing stockholders		82,943,671			%	$	105,359			%	$	1.27
New stockholders
Totals				100.0	%				100.0	%

As of September 30, 2009, there were options outstanding to purchase a total of 7,487,319 shares of common stock at a weighted average exercise price of $0.61 per share. In addition, as of September 30, 2009, there were warrants outstanding to purchase 895,494 shares of common stock with a weighted average exercise price of $1.03 per share. To the extent outstanding options or warrants are exercised, there will be further dilution to new investors. See “Management — Employee Benefit Plans” and Note 11 of the Notes to the Financial Statements for a description of our equity benefit plans.

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SELECTED FINANCIAL DATA

The following statements of operations data for fiscal years 2006, 2007 and 2008, and the nine months ended September 30, 2009, and the balance sheet data as of December 31, 2007 and 2008, and September 30, 2009 have been derived from our audited financial statements and related notes and are included elsewhere in this prospectus. The statement of operations data for fiscal year 2005 and the balance sheet data as of December 31, 2005 and 2006 are derived from our audited financial statements, but are not included in this prospectus. The statement of operations data for the nine months ended September 30, 2008 has been derived from our unaudited financial statements and related notes which are included elsewhere in this document. The statement of operations data for the year ended December 31, 2004, and the balance sheet data as of December 31, 2004, and September 30, 2008 are derived from the unaudited financial statements. In the opinion of management, the unaudited financial statements have been prepared on the same basis as the audited financial statements and include all adjustments necessary for the fair presentation of our financial position and results of operations for these periods. The following selected financial data should be read together with our financial statements and related notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included elsewhere in this prospectus.

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Statement of Operations Data

	Years Ended December 31,															Nine Months Ended September 30,
	2004			2005			2006			2007			2008			2008			2009
	(In thousands, except per share data)
	(Unaudited)															(Unaudited)
Operating expenses
Research and development(1)	$	1,488		$	2,926		$	6,736		$	8,363		$	43,764		$	39,614		$	11,979
General and administrative		1,856			2,595			3,028			3,184			5,058			2,774			2,351
Marketing		479			557			616			969			1,259			934			541
Total operating expenses		3,823			6,078			10,380			12,516			50,081			43,322			14,871
Interest income		48			223			596			1,079			585			509			35
Interest expense		(203	)		(2	)		(2	)		(2	)		(1,514	)		(1,039	)		(1,423	)
Decrease (increase) in fair value of preferred stock conversion feature		6			8			6			1			(10,454	)		(4,083	)		(5,295	)
Loss from continuing operations		(3,972	)		(5,849	)		(9,780	)		(11,438	)		(61,464	)		(47,935	)		(21,554	)
Income (loss) from discontinued operations(2)		(2,731	)		(7,790	)		(3,191	)		5,733			—			—			—
Net loss		(6,703	)		(13,639	)		(12,971	)		(5,705	)		(61,464	)		(47,935	)		(21,554	)
Beneficial conversion feature of preferred stock (see Note 9)		—			—			—			—			—			—			(355	)
Preferred stock accretion		(52	)		(164	)		(243	)		(248	)		(718	)		(609	)		(377	)
Preferred stock dividends		(358	)		(1,546	)		(3,548	)		(4,685	)		(6,573	)		(4,794	)		(5,340	)
Net loss attributable to common stockholders	$	(7,113	)	$	(15,349	)	$	(16,762	)	$	(10,638	)	$	(68,755	)	$	(53,338	)	$	(27,626	)
Net loss per share attributable to common stockholders — basic and diluted	$	(1.48	)	$	(3.14	)	$	(3.43	)	$	(2.09	)	$	(13.39	)	$	(10.34	)	$	(5.41	)
Weighted average common shares outstanding — basic and diluted		4,804			4,887			4,887			5,100			5,136			5,159			5,105
Unaudited pro forma net loss per share attributable to common stockholders — basic and diluted(3)													$	(0.74	)				$	(0.22	)
Unaudited pro forma weighted average common shares outstanding — basic and diluted(3)														68,796						74,272

(1)	Includes $29.8 million of research and development expenses incurred in connection with an amendment to the pSivida license agreement in the nine months ended September 30, 2008. See Note 8 to the financial statements for a more detailed description of the pSivida agreement and the amendment.
(2)	Includes gains on disposal of $9.7 million and $6.0 million for the years ended December 31, 2006 and 2007, respectively. See Note 3 to the financial statements for a more detailed description of the discontinued operations.
(3)	The pro forma basic and diluted net loss per common share data for the year ended December 31, 2008 and the nine months ended September 30, 2009 reflect the conversion, upon the closing of this offering, of our Series A, Series B, Series C and Series C-1 preferred stock (including shares of Series C-1 preferred stock issuable upon exercise of outstanding warrants) at their respective conversion rates into our common stock, as if the conversion had occurred at the later of the beginning of the period presented or the date of issuance of such shares of preferred stock and excludes the effect of the change in fair value of the preferred stock conversion feature, preferred stock accretion, and preferred stock dividends. The pro forma data does not give effect to the consummation of this offering.

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Balance Sheet Data

	As of December 31,															As of September 30,
	2004			2005			2006			2007			2008			2008			2009
	(Unaudited)															(Unaudited)
							(In thousands)
Cash and cash equivalents	$	3,355		$	22,815		$	27,157		$	20,847		$	17,875		$	26,620		$	9,902
Working capital		2,783			21,846			25,294			19,862			14,551			21,500			1,561
Total assets		4,381			25,081			31,251			24,519			20,264			30,172			10,889
Long-term liabilities		19			57			60			31			28,217			21,675			31,777
Preferred stock		8,982			43,373			63,057			67,990			103,017			101,128			111,257
Additional paid-in capital		1,937			2,193			2,571			2,867			3,474			3,354			4,339
Accumulated deficit		(7,966	)		(23,315	)		(40,077	)		(50,715	)		(119,470	)		(104,053	)		(147,096	)
Total stockholders’ deficit		(5,923	)		(21,015	)		(37,399	)		(47,738	)		(115,887	)		(100,590	)		(141,176	)

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS

Overview

We are 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 we are developing for the treatment of diabetic macular edema (DME). DME is a disease of the retina that affects individuals with diabetes and can lead to severe vision loss and blindness. We are currently conducting two Phase 3 pivotal clinical trials (collectively referred to as the FAME Study) for Iluvien involving 956 patients in sites across the United States, Canada, Europe and India to assess the efficacy and safety of Iluvien in the treatment of DME. In December of 2009 we will receive a month 24 readout from the FAME Study. Based on an analysis of this readout, we plan to file a New Drug Application (NDA) in the United States in the second quarter of 2010, followed by registration filings in certain European countries and Canada. We intend to request Priority Review of our NDA from the U.S. Food and Drug Administration (FDA). If Priority Review is granted, we can expect a response to our NDA from the FDA in the fourth quarter of 2010. If our NDA is approved, we plan to commercialize Iluvien in the United States by marketing and selling Iluvien to retinal specialists as early as the first quarter of 2011. In addition to treating DME, Iluvien is being studied in three Phase 2 clinical trials for the treatment of the dry form of age-related macular degeneration (AMD), the wet form of AMD and retinal vein occlusion (RVO). We are also conducting testing on two classes of nicotinamide adenine dinucleotide phosphate (NADPH) oxidase inhibitors, for which we have acquired exclusive, worldwide licenses from Emory University, in the treatment of dry AMD. We plan to evaluate the use of NADPH oxidase inhibitors in the treatment of other eye diseases of the eye, including wet AMD and diabetic retinopathy. We intend to seek a collaboration partner for sales and marketing activities outside North America. We currently contract with development partners or outside firms for various operational aspects of our development activities, including the preparation of clinical supplies and have no plans to establish in-house manufacturing capabilities.

We commenced operations in June 2003. Since our inception we have incurred significant losses. As of September 30, 2009 we have accumulated a deficit of $147.1 million. We expect to incur substantial losses through the projected commercialization of Iluvien through at least the first quarter of 2011 as we:

•  complete the clinical development and registration of Iluvien;

•  build our sales and marketing capabilities for the anticipated commercial launch of Iluvien as early as the first quarter of 2011;

•  add the necessary infrastructure to support our growth;

•  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.

To date we have funded our operations through the private placement of common stock, preferred stock and convertible debt, as well as by the sale of certain assets of the non-prescription business in which we were previously engaged. We anticipate that the proceeds of this offering will be sufficient to fund our operations through the projected commercialization of Iluvien as early as the first quarter of 2011. However, we may need additional financing in the event that we do not receive regulatory approval for Iluvien in the fourth quarter of 2010 or the approval is delayed or, if approved, the future sales of Iluvien do not generate sufficient revenues to fund our operations. This financing may be difficult to obtain.

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Our Agreement with pSivida US, Inc.

In February 2005, we entered into an agreement with pSivida US, Inc. (pSivida) for the use of fluocinolone acetonide (FA) in pSivida’s proprietary delivery device. 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 FA 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 provided 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.

We made initial license fee payments totaling $750,000 to pSivida in 2004 and additional license fee payments of $750,000 in 2005 upon the initiation of the FAME Study. Under the February 2005 agreement, we and pSivida agreed to collaborate on the development of Iluvien for DME, and share financial responsibility for the development expenses equally. Per the terms of the agreement, we each reported our monthly expenditures on a cash basis, and the party expending the lesser amount of cash during the period was required to make a cash payment to the party expending the greater amount to balance the cash expenditures. We retained primary responsibility for the development of the product, and therefore, were generally the party owed a balancing payment. Between February 2006 and December 2006, pSivida failed to make payments to us for its share of development costs totaling $2.0 million. For each payment not made, pSivida incurred a penalty of 50% of the missed payment and interest began accruing at the rate of 20% per annum on the missed payment and the penalty amount. In accordance with the terms of the agreement, pSivida was able to remain in compliance with the terms of the February 2005 agreement as long as the total amount of development payments past due did not exceed $2.0 million, and pSivida began making payments again in December 2006 in order to maintain compliance with the agreement. For financial reporting purposes we fully reserved the $2.0 million in past due development payments and all penalties and interest due with respect to such past due payment, due to the uncertainty of future collection.

The February 2005 agreement provided that after commercialization of Iluvien, profits, as defined in our agreement, would be shared equally. In March 2008, we and pSivida amended and restated the agreement to provide us with 80% of the net profits and pSivida with 20% of the net profits.

Total consideration to pSivida in connection with the execution of the March 2008 agreement was $33.8 million, which consisted of a payment of $12.0 million, the issuance of a $15.0 million note payable, and the forgiveness of $6.8 million in outstanding receivables. The $15.0 million promissory note accrues interest at 8% per annum, payable quarterly and is payable in full to pSivida upon the earlier of a liquidity event as defined in the agreement (including an initial public offering of our common stock greater than $75.0 million), the occurrence of an event of default under our agreement with pSivida, or September 30, 2012. If the note is not paid in full by March 31, 2010, the interest rate will increase to the lesser of 20% and the highest rate permitted by applicable law per annum effective April 1, 2010, and we will be required to begin making principal payments of $500,000 per month. The outstanding receivables forgiven represented all outstanding development payments, penalties and interest totaling $6.8 million, of which $4.0 million was reserved for financial reporting purposes prior to the date of the amendment. The remaining $2.8 million represented a receivable for current and unbilled development payments as of the effective date of the March 2008 agreement. In connection with this transaction we recognized incremental research and development expenses of $29.8 million in March 2008 and we prospectively assumed all financial responsibility for the

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remaining development of Iluvien. We will owe pSivida an additional milestone payment of $25.0 million upon FDA approval of Iluvien. As a result of the amended profit sharing percentages we will only be able to recover 20% of the commercialization costs of Iluvien incurred prior to profitability, reduced from the 50% established in the February 2005 agreement.

Our Discontinued Non-Prescription Business

At the inception of our company, we were focused primarily on the development and commercialization of non-prescription over-the-counter ophthalmic products. In October 2006, due to the progress and resource requirements related to the development of Iluvien, we decided to discontinue our non-prescription business. As a result, we received proceeds of $10.0 million from the sale of our allergy products in December 2006 and $6.7 million from the sale of our dry eye product in July 2007, both to Bausch & Lomb Incorporated (Bausch & Lomb). If one of the allergy products receives FDA approval, we are entitled to an additional $8.0 million payment from Bausch & Lomb under the sales agreement.

As a result of the discontinuance of our non-prescription business, all revenues and expenses associated with our over-the-counter portfolio are included in the income (loss) from discontinued operations in the accompanying statements of operations.

Financial Overview

Revenue

To date we have only generated revenue from our dry eye non-prescription product. From the launch of that product in September 2004 to its sale in July 2007, we generated $4.4 million in net revenues which are included in the income (loss) from discontinued operations in the accompanying financial statements. We do not expect to generate any significant additional revenue unless or until we obtain regulatory approval 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 up-front 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. We anticipate that we will incur expenses of approximately $3.1 million in the fourth quarter of 2009 and additional expenses of approximately $11.6 million and $1.8 million in 2010 and 2011, respectively, to complete the clinical development and registration of Iluvien for DME. Upon the approval of Iluvien by the FDA, 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 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:

•  salaries and related expenses for personnel;

•  fees paid to consultants and contract research organizations 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;

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•  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 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.

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 for Iluvien 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:

•  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.

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 contract research organizations 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.

None of our product candidates have received FDA or foreign regulatory marketing approval. 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 submission is reviewed by a health authority, 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.

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We cannot forecast with any degree of certainty which of our product candidates will be subject to future collaborations or how such 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. After completion of this offering, we anticipate incurring a significant increase in general and administrative expenses, as we operate as a public company. These increases will likely include increased costs for insurance, costs related to the hiring of additional personnel and payments to outside consultants, lawyers and accountants. We also expect 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 compensation for employees responsible for assessing the commercial opportunity of and developing market awareness and launch plans for our product candidates. Other costs include professional fees associated with developing brands for our product candidates and maintaining public relations. We expect significant increases in our marketing and selling expenses as we hire additional personnel and establish our sales and marketing capabilities in anticipation of the commercialization of our product candidates. We intend to capitalize on our management’s past experience and expertise with eye-care products by marketing and selling Iluvien to the approximately 1,600 retinal specialists practicing in the approximately 900 retina centers across the United States and Canada. We intend to seek a commercialization partner for sales and marketing activities outside North America.

Our plan is to develop our own specialized domestic sales and marketing infrastructure, comprised of approximately 40 people, to market Iluvien and other ophthalmic products that we acquire or develop in the future. We will begin recruiting sales representatives and regional managers with extensive ophthalmic-based-sales experience in 2010 in advance of an expected commercial launch of Iluvien as early as the first quarter of 2011. We expect that our domestic sales force will be able to access and form relationships with retinal specialists in the approximately 900 retina centers prior to the commercial launch of Iluvien.

Interest Income

Interest income consists primarily of interest earned on our cash and cash equivalents.

Interest Expense

Beginning in March 2008, we began recognizing interest on our $15.0 million note payable to pSivida at an effective interest rate of 12.64% per annum (this note is currently accruing interest at the rate of 8% per annum and will increase to 20% per annum effective April 1, 2010). Accrued interest in excess of amounts payable currently at the stated rate are included in other long-term liabilities in the accompanying balance sheets. Interest expense also includes interest on our capital leases.

Change in Fair Value of Preferred Stock Conversion Feature

Our Series A, Series B, Series C and Series C-1 preferred stock contain certain conversion features which are considered embedded derivatives. We account for such embedded derivative financial instruments in accordance with the Financial Accounting Standards Board’s (FASB) Statement of Financial Accounting Standards (SFAS) No. 133, Accounting for Derivative Instruments and Hedging Activities (ASC 815). We record derivative financial instruments as assets or liabilities in our balance sheet measured at their fair value.

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We record the changes in fair value of such instruments as non-cash gains or losses in the consolidated statement of operations. Based upon our proposed offering range of $      to $     , we anticipate recognizing a loss on the revaluation of the embedded conversion feature of $      to $      in the quarter of our initial public offering immediately prior to the conversion of our Series A, Series B, Series C and Series C-1 preferred stock (including shares of Series C-1 preferred stock issuable upon exercise of outstanding warrants) into 77,736,832 shares of our common stock.

Preferred Stock Accretion

Our Series A, Series B, Series C and Series C-1 preferred stock were recorded at issuance at the proceeds received net of any issuance discounts, issuance costs and the fair value of the conversion features at issuance. The difference between the amount recorded at issuance and the original issue price is accreted on a straight-line basis over a period extending from the date of issuance to the date at which the preferred stock becomes redeemable at the option of the holder.

Preferred Stock Dividends

Our Series A, Series B, Series C and Series C-1 preferred stock accrue dividends at 8% per annum which are recorded as an increase in the carrying amount of the respective preferred stock. Upon conversion of our preferred stock immediately prior to this initial public offering, $1.5 million of dividends accrued on our Series A preferred stock prior to November 17, 2005 will convert into 1,293,014 shares of our common stock. All other preferred dividends will be eliminated upon conversion of the underlying preferred stock. We also recognized a dividend of $355,000 to holders of our Series C-1 preferred stock during the nine months ended September 30, 2009 for a beneficial conversion feature associated with the Series C-1 preferred stock at issuance.

Basic and Diluted Net Loss Attributable to Common Stockholders per Common Share

We calculated net loss per share in accordance with SFAS No. 128, Earnings Per Share (ASC 260). We have determined that the Series A, Series B, Series C and Series C-1 preferred stock represent participating securities in accordance with ASC 260. However, since we operate at a loss, and losses are not allocated to the preferred stock, the two class method does not affect our calculation of earnings 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 37,360,341, 48,887,468, 67,120,112, 64,923,219 and 72,827,127 for the years ended December 31, 2006, 2007 and 2008 and for each of the nine-month periods ended September 30, 2008 and 2009, respectively. Potentially dilutive common stock equivalents were excluded from the diluted earnings per share denominator for all periods because of their anti-dilutive effect. Therefore, the weighted average shares used to calculate both basic and diluted earnings 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 financial statements which have been prepared in accordance with accounting principles generally accepted in the United States (GAAP). 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.

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While our significant accounting policies are more fully described in Note 1 to our financial statements included within this prospectus, 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 financial statements.

Clinical Trial Prepaid and Accrued Expenses

We record prepaid assets and accrued liabilities related to clinical trials associated with contract research organizations, 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 contract research organization 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 SFAS No. 2, Research and Development (ASC 730). 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 pre-approval development milestones are recorded as research and development expense when incurred.

Income Taxes

We recognize deferred tax assets and liabilities for temporary differences between the financial reporting basis and the tax basis of its assets and liabilities in accordance with SFAS No. 109, Accounting for Income Taxes (ASC 740). 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, 2007 and 2008, and September 30, 2009 we had federal NOL carry-forwards of approximately $33.9 million, $57.5 million and $74.1 million, respectively, and state NOL carry-forwards of approximately $24.7 million, $40.7 million and $57.3 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 2029 and the state NOL carry-forwards will expire at various dates between 2018 and 2029. 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 Section 382.

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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. Our adoption of ASC 740 did not result in a cumulative effect adjustment to retained earnings. We will 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.

The Valuation of Our Common Stock

In the absence of a public trading market for our common stock, we determined a reasonable estimate of the then current fair value of our common stock based upon multiple valuation criteria and contemporaneous analyses. Our board of directors exercised judgment in evaluating and assessing the foregoing based on several factors, including:

•  the nature and history of our business;

•  our historical operating and financial results;

•  the net present value of our expected cash flows;

•  the market value of companies that are engaged in a substantially similar business;

•  the lack of marketability for our common stock;

•  the price at which shares of our common and preferred stock have been sold;

•  the liquidation preference and other rights, privileges and preferences associated with our preferred stock;

•  our progress in developing and commercializing the non-prescription products owned by our company at the time;

•  our progress towards clinical and product development milestones;

•  the risks and uncertainties of obtaining FDA approval for Iluvien;

•  the inherent risks associated with our business at the time stock option grants were approved; and

•  overall equity market conditions and general economic trends.

We made an initial estimate of the value of our common stock as of December 31, 2005 for the purpose of establishing the exercise price of stock-based awards granted during the year ended December 31, 2006. Our valuation methodology relied upon an application of the income approach and the market approach. The income approach involves applying appropriate risk adjusted discount rates to estimated debt free cash flows, based on forecasted revenues and costs. The projections used to estimate our value were based upon our expected operating performance over the forecast period. There is inherent uncertainty in our forecasts and projections. If different estimates or other assumptions had been used, the valuations would have been different. The market approach assessed the value of our common stock in comparison to a similar transaction, specifically a recent sale of our preferred stock. Our analysis also included the application of discounts related to (i) the lack of marketability for our common stock, and (ii) the lack of control by our common stockholders due to the rights, privileges and preferences associated with our preferred stock. We selected a lack of marketability discount of 40% and a lack of control discount of 30%. The marketability discount was based upon restricted stock studies, studies of private placements of stock in public companies and studies of initial

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public offerings that primarily observed discounts ranging from 30% to 40%. We selected the high end of the range because it was not likely that we would experience a near term liquidity event. Our lack of control discount was 30%, based on a review of premiums paid in transactions to acquire control of public companies that ranged from 10% to 40%. We used the higher end of that range due to the significant rights, privileges and preferences held by our preferred stockholders.

As of December 31, 2005 the income approach yielded a valuation range of $0.29 to $0.42 per share for our common stock, and the market approach yielded a value of $0.39 per share based upon the sale of our Series B preferred stock in November and December of 2005. We therefore estimated a valuation of $0.39 per share, which was recommended to our board of directors for the strike price of all stock options granted during the year ended December 31, 2006. We also relied on this valuation in determining the fair value of the preferred stock conversion features of our Series A and Series B preferred stock at December 31, 2005, and at the end of each of the first three calendar quarters in the year ended December 31, 2006.

For purposes of valuing the conversion features of our Series A preferred stock at the time of issuance between July 2004 and October 2005, and determining the fair value of stock options granted in each of the years ended December 31, 2004 and 2005, we retrospectively applied the same lack of liquidity and lack of discounts used in our valuation as of December 31, 2005 to the issue price of our Series A preferred stock sold between July 2004 and October 2005. We determined that the fair value of our common stock for purposes of these valuations was $0.36 per share during this period.

We also estimated the value of our common stock on December 31, 2006, utilizing the income and market approaches consistent with its valuation at December 31, 2005. As of December 31, 2006 the income approach yielded a valuation of $0.48 per share for our common stock, and the market approach yielded a value of $0.39 per share based upon the sale of our Series B preferred stock in November 2006. We weighted 25% of its assessment to the income approach and 75% to the market approach, and therefore recommended a valuation of $0.41 per share as of December 31, 2006. We relied on this valuation for our recommendation to the board of directors for the strike price of all stock options granted during the year ended December 31, 2007. We also relied on this valuation in determining the fair value of the conversion features of our Series A and Series B preferred stock at December 31, 2006, and at the end of each of the first three calendar quarters in the year ended December 31, 2007.

Because we began evaluating an initial public offering of our common stock or a sale of our company in 2008, we amended our process to estimate the value of our common stock to utilize a probability-weighted expected return method (PWERM), as detailed in a practice aid issued by the American Institute of Certified Public Accountants (AICPA) entitled “Valuation of Privately Held Company Equity Securities Issued as Compensation” (AICPA Guide) as of December 31, 2007 and periodically thereafter. Using this valuation methodology, we estimated the value of our common stock based upon an analysis of future values of the company assuming various liquidity events or the lack of a liquidity event as described below.

At each valuation date, we estimated the value of our common stock under various potential outcomes for the company, including

•  the potential of an initial public offering at various market capitalizations;

•  a sale of us or our assets in a merger or acquisition;

•  a decision by our board of directors and stockholders to remain an independent private company; or

•  the liquidation of our company resulting in no value to the holders of common stock.

The value of our common stock was based upon the impact of the rights, privileges and preferences of the preferred stock on the value of each class of stock in each scenario. We then weighted the values for our common stock determined under each scenario based upon our estimates of the probability of each of the four possible outcomes to determine an estimate of the value of our common stock.

For valuations between December 31, 2007 and May 22, 2008 the significant drivers and weightings for our valuations were: initial public offering 35%; sale of our company/assets 20%, remain private 20%; and

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liquidation of intellectual property 25%. For valuations between June 25, 2008 and August 27, 2008 the significant drivers and weightings for our valuations were: initial public offering 40%; sale of our company/assets 25%; remain private 20%; and liquidation of intellectual property 15%. For valuations on September 30, 2008 and October 7, 2008 the significant drivers and weightings for our valuations were: initial public offering 35%; sale of our company/assets 35%; remain private 20%; and liquidation of intellectual property 10%. For valuations between December 31, 2008 and September 30, 2009 the significant drivers and weightings for our valuations were: initial public offering 20%; sale of our company/assets 40%; remain private 20%; and liquidation of intellectual property 20%. Our estimated valuations on the following dates were as follows:

	Common
	Stock
Valuation Date	Valuation
December 31, 2007	$	0.66
March 17, 2008		0.71
March 31, 2008		0.73
April 23, 2008		0.74
May 22, 2008		0.96
June 25, 2008		1.14
June 30, 2008		1.15
August 27, 2008		1.48
September 30, 2008		1.59
October 7, 2008		1.60
December 31, 2008		1.09
March 31, 2009		1.09
June 30, 2009		1.16
July 17, 2009		1.18
August 25, 2009		1.18
September 30, 2009		1.24

In assessing these valuations, the following factors are significant:

•  On March 14, 2008, we completed the modification of our agreement with pSivida that resulted in our acquisition of rights to an incremental 30% of the future profits of Iluvien, increasing our total ownership to 80% of the future profits;

•  On March 17, 2008, we entered into a Series C preferred stock purchase agreement with certain investors. Under the agreement, the investors agreed to purchase up to 19,744,246 shares of our Series C preferred stock at a purchase price of $1.52 per share. The agreement contemplated the purchase of such shares in two tranches. The first sale of shares was completed on March 17, 2008 when we issued 18,715,461 shares. We completed the second sale of the remaining 1,028,785 shares on April 23, 2008. The proceeds of this offering have been and will be used primarily to fund the initial payments associated with our amended and restated agreement with pSivida and our incremental development costs associated with our assumption of all financial responsibility for the remaining development of Iluvien.

•  On April 25, 2008, we had an organizational meeting with a selected group of investment bankers to initiate a process for the initial public offering of our common stock. We filed a registration statement with respect to this offering on July 1, 2008, and subsequently amended that registration statement on August 19, 2008.

•  In the fall of 2008 the volatility of the public capital markets increased significantly and limited our ability to complete the initial public offering of our common stock contemplated in our July 1, 2008 registration filing, raise additional private capital or complete a sale of our company. We ceased efforts towards an initial public offering in the fourth quarter of 2008.

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•  On August 25, 2009, we entered into a Series C-1 preferred stock and warrant purchase agreement with certain investors. Under the agreement, the investors agreed to purchase up to 3,290,708 shares of our Series C-1 preferred stock at a purchase price of $1.52 per share and warrants to purchase up to an additional 6,581,416 shares of our Series C-1 preferred stock at an exercise price per share of $1.52. The sale of the shares of Series C-1 preferred stock was completed on August 25, 2009. The proceeds of this offering will be used primarily to fund the continuation of our FAME Study and prepare for filing an NDA for Iluvien.

•  In June 2008, September 2008 and September 2009, we received interim readouts from our open-label Phase 2 human pharmacokinetic clinical trial (PK Study) that we believe support that the sub-microgram levels of FA delivered by Iluvien will provide visual acuity improvements while reducing the risk of ocular side effects commonly associated with the use of corticosteroids. See “Business — Iluvien — Iluvien is Positioned to Reduce Side Effects” for additional information on ocular side effects commonly associated with the use of corticosteroids.

•  On September 30, 2009, we had an organizational meeting with a selected group of investment bankers to reinitiate a process for the initial public offering of our common stock.

The differences in valuation of our preferred stock and common stock is due to the impact of the rights, privileges and preferences of our preferred stock, including a cumulative preference distribution of approximately $115.6 million at September 30, 2009. We anticipate the per share price of this offering will be in excess of both the most recent issuance price of our preferred stock in August 2009, and the most recent valuations of our common stock. We believe that the increase in value above the issuance price of $1.52 per share for our Series C-1 preferred stock will be due to:

•  The month 24 readout from our FAME Study in advance of this offering that we believe will further reduce the perceived development and regulatory risk associated with Iluvien for a potential investor. In discussions with our underwriters related to the initial public offering of our common stock they have indicated that a higher valuation of our common stock will result if the month 24 readout from our FAME Study is favorable.

•  Our underwriters’ view of current market conditions and other factors, including the last available financial and market data from which our projections and valuations were derived.

•  The immediate liquidity available to investors in this offering.

Our estimated common stock valuation was $1.24 on September 30, 2009. We believe that the impact of the following items will result in additional increases in the value of our common stock up to the issuance price of this offering:

•  The month 24 readout from our FAME Study.

•  The assumed conversion of all of our outstanding shares of preferred stock (including shares of Series C-1 preferred stock issuable upon exercise of outstanding warrants) into common stock immediately prior to this offering, resulting in the elimination of a cumulative preference distribution of approximately $115.6 million at September 30, 2009 to the holders of our preferred stock.

•  The immediate liquidity available to investors in this offering.

Stock-Based Compensation

Prior to January 1, 2005 we accounted for employee stock options using the intrinsic-value method in accordance with Accounting Principles Board (APB), Opinion No. 25, Accounting for Stock Issued to Employees, FASB Interpretation No. 44, Accounting for Certain Transactions Involving Stock Compensation, an interpretation of APB No. 25, and related interpretations. For periods prior to January 1, 2005, we have adopted the disclosure-only provisions of SFAS No. 123, Accounting for Stock-Based Compensation (ASC 718), as amended.

Effective January 1, 2005, we adopted the fair value recognition provisions of ASC 718 using the modified prospective application method. The modified prospective application method requires us to (i) record

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compensation costs for the unvested portion of previously issued awards that remained outstanding at January 1, 2005 using the fair value amounts measured under ASC 718 and (ii) record compensation costs for any awards issued, modified, repurchased, or cancelled after January 1, 2005.

We recognize the grant date fair value as compensation cost of employee stock-based awards using the straight-line method over the remaining vesting period for awards granted prior to January 1, 2005 and the actual vesting period for all awards issued after January 1, 2005, 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 options granted.

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. As we have been operating as a private company, we are unable to use actual price volatility or option life data as input assumptions within our Black-Scholes valuation model.

For the calculation of expected volatility, because we lack company-specific historical and implied volatility information, we based our estimate of expected volatility on the volatility by utilizing an average of volatilities of publicly traded companies 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 chose to 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.

Our risk-free interest rates are based on a zero-coupon U.S. treasury instrument, the term of which is consistent with the expected term of the stock options. We have not paid and do not anticipate paying cash dividends on our shares of common stock; therefore, the expected dividend yield is assumed to be zero. We are required to estimate forfeitures at the time of the grant and revise those estimates in subsequent periods if actual forfeitures differ from those estimates. We use historical data to estimate pre-vesting option forfeitures and record stock-based compensation expense only for those awards that are expected to vest. Stock-based payments are generally amortized on a straight-line basis over the requisite service periods of the awards, which are generally the vesting periods.

We believe there is a high degree of subjectivity involved when using option pricing models to estimate stock-based compensation under ASC 718. There is currently not a market-based mechanism or other practical application to verify the reliability and accuracy of the estimates stemming from these valuation models, nor is there a means to compare and adjust the estimates to actual values. Although the fair value of employee share-based awards is determined in accordance with ASC 718 using an option pricing model, that value may not be indicative of the fair value observed in a market transaction between a willing buyer and a willing seller. If factors change and we employ different assumptions in the application of ASC 718 in future periods than those currently applied under ASC 718, the compensation expense we record in future periods under ASC 718 may differ significantly from what we have historically reported.

The exercise prices of options granted were set by our board of directors, the members of which have extensive experience in the life sciences industry and all but one of whom are non-employee directors. Our board of directors sets the exercise prices of options on its determination of the fair market value of our

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common stock at the time of the grants, which determination is made in accordance with federal tax rules which require reasonable application of a reasonable valuation method.

We performed valuations of our common stock contemporaneously with the granting of stock options. We believe that all of our stock options have been granted with exercise prices that are equal to or greater than the fair value of our common stock on the date of grant. The following table provides information regarding our stock option grants to our employees and our independent members of our board of directors from our inception:

	Number of		Weighted		Weighted
	Options		Average		Average Fair
Periods of Option Grants	Granted		Exercise Price		Value at Grant
July 7, 2004 to September 30, 2004		932,347	$	0.60	$	0.36
October 1, 2004 to December 31, 2004		295,000		0.60		0.36
January 1, 2005 to March 31, 2005		204,633		0.60		0.36
April 1, 2005 to June 30, 2005		60,000		0.60		0.36
July 1, 2005 to September 30, 2005		101,500		0.60		0.36
October 1, 2005 to December 31, 2005		61,325		0.60		0.36
January 1, 2006 to March 31, 2006		1,683,675		0.39		0.39
April 1, 2006 to June 30, 2006		125,000		0.39		0.39
July 1, 2006 to September 30, 2006		—		—		—
October 1, 2006 to December 31, 2006		1,434,300		0.39		0.39
January 1, 2007 to March 31, 2007		250,000		0.41		0.41
April 1, 2007 to June 30, 2007		10,000		0.41		0.41
July 1, 2007 to September 30, 2007		12,000		0.41		0.41
October 1, 2007 to December 31, 2007		1,137,345		0.41		0.41
January 1, 2008 to March 31, 2008		1,673,722		0.71		0.71
April 1, 2008 to June 30, 2008		135,000		1.11		1.11
July 1, 2008 to September 30, 2008		20,000		1.48		1.48
October 1, 2008 to December 31, 2008		7,000		1.60		1.60
January 1, 2009 to March 31, 2009		—		—		—
April 1, 2009 to June 30, 2009		—		—		—
July 1, 2009 to September 30, 2009		924,267		1.18		1.18

The intrinsic value of all outstanding vested and unvested options based on $          , the midpoint of the initial public offering range, is $      million based on 7,487,319 common stock options at a weighted average exercise price of $0.61 per share outstanding at September 30, 2009.

Results of Operations

Nine months ended September 30, 2009 compared to the nine months ended September 30, 2008

Research and development expenses.  Research and development expenses decreased by approximately $27.6 million, or 70%, to approximately $12.0 million for the nine months ended September 30, 2009 compared to approximately $39.6 million for the nine months ended September 30, 2008. The decrease was principally attributable to the restructuring of our agreement with pSivida, which resulted in incremental expenses of $29.8 million in the nine months ended September 30, 2008 that were not incurred in the nine months ended September 30, 2009. The $29.8 million was comprised of a $12.0 million cash payment, a $15.0 million promissory note issued to pSivida, and the forgiveness of $2.8 million of net outstanding receivables due from pSivida related to the agreement. We continue to incur costs with respect to the FAME Study, which completed enrollment in October 2007, and preparations for its anticipated registration with the FDA. We incurred increases in the FAME Study costs of $2.0 million in technology transfer costs associated with establishing manufacturing capabilities with a third-party manufacturer for Iluvien and $280,000 for our clinical research organization

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(CRO) costs as we prepared for the lock of the FAME Study database and month 24 readout. These amounts were offset by decreases of $780,000 in FAME clinical trial site costs, $240,000 for our reading center to evaluate pictures of each enrollee’s retinas upon enrollment, $230,000 for our PK Study due to the completion of enrollment and fewer patient visits per month as the trial progresses, and $160,000 for additional clinical trial studies required by the FDA. Additionally, total development costs related to Iluvien increased by $1.3 million due to the absence of cost sharing reimbursements due from pSivida as a result of the restricting of our agreement in March 2008. We also decreased spending on the evaluation of the NADPH oxidase inhibitors obtained from Emory University and other development pipeline candidates by $280,000 due to the restricted capital market in 2009 and in order to focus our resources on completing the development of Iluvien, but incurred $300,000 in initial license fees to enter into these agreements with Emory University.

General and administrative expenses.  General and administrative expenses decreased by approximately $420,000, or 15%, to approximately $2.4 million for the nine months ended September 30, 2009 compared to approximately $2.8 million for the nine months ended September 30, 2008. The decrease was primarily attributable to $300,000 in legal fees associated with the restructuring of our agreement with pSivida, the evaluation of intellectual property regarding our Iluvien inserter system and the evaluation of certain strategic options; in addition, we incurred $90,000 in audit, accounting and tax fees associated with establishing a compliance function in preparation for becoming a public company.

Marketing expenses.  Marketing expenses decreased by approximately $390,000, or 42%, to approximately $540,000 for the nine months ended September 30, 2009 compared to approximately $930,000 for the nine months ended September 30, 2008. The decrease was primarily attributable to $220,000 for the initiation of pricing studies of the U.S. and European markets for Iluvien during the nine months ended September 30, 2008 that were not incurred in the nine months ended September 30, 2009. We also decreased spending on travel and general corporate awareness by $130,000 due to the restricted capital market in 2009 and in order to focus our resources on completing the development of Iluvien.

Interest income.  Interest income decreased by approximately $470,000, or 93%, to approximately $40,000 for the nine months ended September 30, 2009 compared to approximately $510,000 for the nine months ended September 30, 2008. The decrease in interest income was primarily attributable to a decrease in our average cash balance from $27.1 million during the nine months ended September 30, 2008 to $12.4 million for the nine months ended September 30, 2009, combined with a substantial drop in the rates of return available on our money market accounts from 2.5% during the nine months ended September 30, 2008 to 0.4% for the nine months ended September 30, 2009.

Interest expense.  Interest expense increased by approximately $380,000, or 37%, to approximately $1.4 million for the nine months ended September 30, 2009 compared to approximately $1.0 million for the nine months ended September 30, 2008. Our interest expense is associated with our $15.0 million note payable to pSivida issued in March 2008, and the increase is due to the note payable being outstanding for the full nine months ended September 30, 2009.

Increase in fair value of preferred stock conversion feature.  For the nine months ended September 30, 2009 we recognized an expense of approximately $5.3 million related to the increase in the fair value of the conversion feature of our preferred stock. The increase was attributable to an increase in the estimated fair value of our common stock from $1.09 at December 31, 2008 to $1.24 at September 30, 2009 and increased volatility in the market values of our peer group.

Income (loss) from discontinued operations.  We did not have any income (loss) from discontinued operations for either of the nine month periods ended September 30, 2009 or September 30, 2008 due to the sale of our dry eye product to Bausch & Lomb in July 2007.

Year ended December 31, 2008 compared to the year ended December 31, 2007

Research and development expenses.  Research and development expenses increased by approximately $35.4 million, or 423%, to approximately $43.8 million for the year ended December 31, 2008 compared to approximately $8.4 million for the year ended December 31, 2007. The increase was primarily attributable to the

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restructuring of our agreement with pSivida, which resulted in incremental non-recurring expenses of $29.8 in 2008. The $29.8 million was comprised of a $12.0 million cash payment, a $15.0 million promissory note issued to pSivida, and the forgiveness of $2.8 million of net outstanding receivables due from pSivida related to the agreement. The remaining increase is primarily due to costs to continue the FAME Study which completed enrollment in October 2007, and preparations for its anticipated registration with the FDA. We incurred increases in the FAME Study of, $1.3 million in technology transfer costs associated with establishing manufacturing capabilities with a third-party manufacturer, $550,000 for clinical supplies, stability testing, and tech transfer assistance paid to pSivida and $490,000 for our PK Study initiated in September 2007. These amounts were offset by decreases in FAME clinical trial site costs of $1.9 million and CRO costs of $490,000 due to the completion of enrollment and fewer patient visits per month as the trial progresses, and a decrease of $220,000 associated with the acquisition of patent rights in 2007 to a device similar to our delivery technology in order to avoid the risk of patent infringement. Additionally, total development costs related to Iluvien increased by $4.8 million due to the absence of cost sharing reimbursements due from pSivida as a result of the restructuring of our agreement in March 2008. We also had an increase in payroll and staffing related costs of $720,000 primarily due to additional research and development personnel necessary to monitor the increased activity of the FAME Study and facilitate the technology transfer of Iluvien to our third party manufacturers, $240,000 in increased stock compensation expense associated with December 2007 option grants and expenses of $170,000 for pilot studies of Iluvien for other indications initiated in 2008.

General and administrative expenses.  General and administrative expenses increased by approximately $1.9 million, or 59%, to approximately $5.1 million for the year ended December 31, 2008 compared to approximately $3.2 million for the year ended December 31, 2007. The increase was primarily attributable to $1.3 million in expenses incurred in preparation for the anticipated 2008 initial public offering of our common stock that was expensed when we determined that an initial public offering was unlikely in the then near term, $410,000 in increased legal fees associated with the restructuring of our agreement with pSivida, the evaluation of intellectual property regarding our Iluvien inserter system and the evaluation of certain strategic options, $350,000 in increased payroll costs associated with pay increases and additional staffing, $250,000 in stock compensation expense associated with December 2007 option grants, and $90,000 in software amortization expense related to the acquisition of software in late 2007 and 2008 to support the FAME Study and the planned filing of an NDA for Iluvien. These changes were offset primarily by a decrease of $320,000 in severance and other costs associated with the departure of our Vice President of Business Development in April 2007 and a decrease of $130,000 insurance expense due to the decreased scope of our business associated with the discontinuance of our non-prescription business.

Marketing expenses.  Marketing expenses increased by approximately $290,000, or 30%, to approximately $1.3 million for the year ended December 31, 2008 compared to approximately $1.0 million for the year ended December 31, 2007. The increase was primarily attributable to $220,000 for the initiation of pricing studies of the U.S. and European markets for Iluvien in 2008, $100,000 in conventions and key opinion leader development and $80,000 in stock compensation expense associated with December 2007 option grants. These increases were offset by $170,000 decrease associated with reimbursement studies and an Iluvien branding project undertaken in 2007.

Interest income.  Interest income decreased by approximately $490,000, or 46%, to approximately $590,000 for the year ended December 31, 2008 compared to approximately $1.1 million for the year ended December 31, 2007. The decrease in interest income was primarily attributable to a substantial drop in the rates of return available on our money market accounts from approximately 4.6% in 2007 to approximately 2.3% in 2008.

Interest expense.  For the year ended December 31, 2008 we recognized approximately $1.5 million in interest expense associated with our $15.0 million note payable to pSivida issued in March 2008.

Increase in fair value of preferred stock conversion feature.  For the year ended December 31, 2008 we recognized expense of approximately $10.5 million related to the increase in the fair value of the conversion feature of our preferred stock. The increase was attributable to an increase in the estimated fair value of our common stock from $0.66 at December 31, 2007 to $1.09 at December 31, 2008, increased volatility in the

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market values of our peer group and an increase in the term of the redemption features as a result of the issuance our Series C preferred stock in March 2008.

Income (loss) from discontinued operations.  We did not have any income (loss) from discontinued operations for the year ended December 31, 2008 due to the sale of our dry eye product to Bausch & Lomb in July 2007. We recognized income from discontinued operations of $5.7 million for the year ended December 31, 2007 due to a gain of $6.0 million on the sale of our dry eye product to Bausch & Lomb, offset by a loss from operations of the non-prescription business.

Year ended December 31, 2007 compared to the year ended December 31, 2006

Research and development expenses.  Research and development expenses increased by approximately $1.6 million, or 24%, to approximately $8.4 million for the year ended December 31, 2007 compared to approximately $6.7 million for the year ended December 31, 2006. The increase was due primarily to the continuation and completion of global enrollment of the FAME Study. We exited 2006 with 265 patients enrolled in our trial and completed global enrollment in October 2007 with 956 patients in the trial. As a result of the increased number of patients, our investigator costs increased by $3.4 million, and the costs incurred with our outsourced clinical research organization increased by $1.8 million. Other increases included $485,000 associated with the initiation of animal toxicology and degradation studies on Iluvien to support our anticipated NDA filing, $300,000 due to the start of the technical transfer of manufacturing capabilities for Iluvien to our third-party manufacturer; $220,000 incurred to acquire the patent rights to a device similar to our delivery technology in order to avoid the risk of patent infringement, $75,000 for the acquisition of an option from Emory University to evaluate their patented fulvene class of compounds, and $90,000 in connection with the initiation of our PK Study in September 2007. These increases were offset by an increase of $4.6 million in development costs reimbursements due from pSivida, and decreases of $210,000 in consulting fees and $120,000 in travel-related expenses associated with the activation of the trial and clinical trial sites in the United States, Europe and India.

General and administrative expenses.  General and administrative expenses increased by approximately $160,000, or 5%, to approximately $3.2 million for the year ended December 31, 2007 compared to approximately $3.0 million for the year ended December 31, 2006. Accounting, legal and professional fees increased by $270,000 due to additional services being retained for internal control improvements, stock valuation assistance, and general legal and patents work associated with continued business development activities. Salaries and benefits increased by $270,000 in 2007 due to recognizing a full year of severance related to the termination of our Vice President of Business Development in April 2007 and the hiring of additional accounting personnel. These increases were offset by decreases in business development expenses of $180,000 associated with the departure of our Vice President of Business Development and our decision to focus our resources primarily on the development of Iluvien, and decreases of $170,000 in insurance expense and $100,000 in corporate overhead expenses due to the decreased scope of our business associated with the discontinuance of our non-prescription business.

Marketing expenses.  Marketing expenses increased by approximately $350,000, or 57%, to approximately $970,000 for the year ended December 31, 2007 compared to approximately $620,000 for the year ended December 31, 2006. The increase was comprised of approximately $210,000 in incremental salary and benefits costs associated with increasing our corporate marketing staff and $150,000 associated with the initiation of market research including branding, packaging and competitive market studies.

Interest income.  Interest income increased by approximately $480,000, or 81%, to approximately $1.1 million for the year ended December 31, 2007 compared to approximately $600,000 for the year ended December 31, 2006. The increase in interest income is due primarily to an increase in the average cash balance of $15.0 million in 2006 to $23.3 million in 2007. The increase in average cash is due to the closing of the second tranche of the Series B preferred stock offering for $15.9 million in November 2006, the receipt of $10.0 million in proceeds from the sale of our allergy products to Bausch & Lomb in December 2006, and the receipt of $6.7 million in proceeds from the sale of our dry eye product in July 2007, offset by our net loss in 2007.

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Income (loss) from discontinued operations.  The income from discontinued operations increased by approximately $8.9 million to approximately $5.7 million for the year ended December 31, 2007 compared to a loss of approximately $3.2 million for the year ended December 31, 2006. The increase was primarily due to a decrease in the loss from operations of our non-prescription business of $12.6 million, offset by a decrease in the gain on the disposition of assets of the non-prescription business. In 2007 we recognized a gain of $6 million on the sale of our dry eye product to Bausch & Lomb, and recognized a gain of $9.7 million on the sale of our allergy products to Bausch & Lomb in 2006.

Liquidity and Capital Resources

To date we have incurred recurring losses, negative cash flow from operations, and have accumulated a deficit of $147.1 million from our inception through September 30, 2009. Since our inception, we have funded our operations through the private placement of common stock, preferred stock and convertible debt, as well as by the sale of certain assets of the non-prescription business in which we were previously engaged.

As of September 30, 2009, we had $9.9 million in cash and cash equivalents which we believe is sufficient to fund our operations through January 2010, but not beyond January 2010. Our need for additional financing, and current lack of a commercial product raise substantial doubt about our ability to continue as a going concern. On a pro forma as adjusted basis, as of September 30, 2009 we had $      in cash and cash equivalents which we believe is sufficient to fund our operations through the projected commercialization of Iluvien as early as the first quarter of 2011. However, we cannot be sure that this offering will be completed, that Iluvien will be approved by the FDA in the fourth quarter of 2010 or that, if approved, future sales of Iluvien will generate revenues sufficient to fund our operations beyond the first quarter of 2011, or ever. In the event additional financing is needed, we may seek to fund our operations through the sale of additional 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. 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 as a business.

Historically through September 2009, we have received $95.1 million from the sale of shares of our common and preferred stock (including securities convertible into our common stock and preferred stock):

•  from July 2003 to October 2003, we issued and sold a total of 4,725,000 shares of common stock for aggregate net proceeds of $1.7 million;

•  in May 2004 we issued $810,000 of convertible promissory notes which were converted into 646,265 shares of Series A preferred stock and 161,560 shares of common stock in July 2004;

•  from July 2004 to October 2005, we issued and sold a total of 21,878,280 shares of Series A preferred stock for aggregate net proceeds of $25.9 million;

•  from November 2005 to November 2006, we issued and sold a total of 24,302,903 shares of Series B preferred stock for aggregate net proceeds of $31.9 million;

•  from March 2008 to April 2008, we issued and sold a total of 19,744,246 shares of Series C preferred stock for aggregate net proceeds of $29.9 million; and

•  in August 2009 we issued and sold 3,290,708 shares of Series C-1 preferred stock, and warrants exercisable for an additional 6,581,416 shares of Series C-1 preferred stock for aggregate net proceeds of $4.9 million.

In December 2006, we received $10.0 million in proceeds from the sale of our allergy products to Bausch & Lomb. We will receive an additional milestone payment of $8.0 million from Bausch & Lomb if

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one of the allergy products receives FDA approval. We also sold our dry eye product to Bausch & Lomb in July 2007, resulting in proceeds of $6.7 million to us.

As of September 30, 2009, we had $9.9 million in cash and cash equivalents. We have invested a substantial portion of our available cash in money market funds placed with reputable financial institutions for which credit loss is not anticipated. We have established guidelines relating to diversification and maturities of our investments to preserve principle and maintain liquidity.

Net cash was used in both our continuing and discontinued operations in the years and ended December 31, 2006, 2007 and 2008 as well as the nine months ended September 30, 2009 as follows:

							Nine Months
	Year Ended December 31,						Ended September 30,
	2006		2007		2008		2009
	(In millions)
Continuing Operations	$	10.0	$	10.4	$	32.2	$	12.8
Discontinued Operations		10.8		2.5		—		—
Total	$	20.8	$	12.9	$	32.2	$	12.8

For the nine months ended September 30, 2009 cash used in our continuing operations of $12.8 million was primarily due to our net loss from continuing operation of $21.6 million offset by non-cash charges including $5.3 million related to the change in fair value of our preferred stock conversion feature, $1.0 million in depreciation and amortization expense associated primarily with equipment used for the manufacture of our Iluvien registration batches, $350,000 in stock compensation expense, and $150,000 in non-cash research and development expense paid to Emory University with our common stock as an initial license fee for a class of NADPH oxidase inhibitors. Further offsetting our net losses from continuing operations were increases in accounts payable, accrued liabilities and other current liabilities of $1.1 million and other long-term liabilities of $370,000, and a decrease in prepaid expenses and other current assets of $460,000. Accounts payable, accrued liabilities and other current liabilities increased due to increases of $1.2 million in amounts payable to our clinical trial sites, $300,000 under out incentive compensation plan, $160,000 in interest accrued on our promissory note to pSivida and $150,000 accrued as an initial license fee to Emory University for a second class of NADPH oxidase inhibitors, offset by decreases of $360,000 in professional fees payable in connection with the preparation for an initial public offering of our common stock in 2008 and $350,000 in amounts payable to one of our third party manufacturers. The increase in other long term liabilities is due to interest being accrued on our promissory note to pSivida. Prepaid expenses and other current assets decreased primarily due to the progression of the technology transfer of Iluvien and the utilization of prepayments to our third party manufactures.

For the year ended December 31, 2008, our cash used in continuing operations of $32.2 million was primarily due to our net loss from continuing operations of $61.5 million offset by non-cash charges including a promissory note payable of $15.0 million issued to pSivida and the forgiveness of $2.8 million of net receivables due from pSivida in connection with the amendment of our agreement, $10.5 million related to the change in fair value of our preferred stock conversion feature, $750,000 in stock compensation expense, and $240,000 in depreciation and amortization. An increase of $1.2 million in prepaid and other current assets was offset by increases of $700,000 accounts payable, accrued expenses and other current liabilities and $540,000 in other long-term liabilities. The increase in prepaid expenses and other current assets was due primarily to $1.1 million in advances to our third party manufacturers for the technology transfer of Iluvien and an $880,000 increase in our receivable due from pSivida prior to the renegotiation of our agreement, offset by decreases in prepayments of $460,000 to certain clinical trial sites and $360,000 to our contract research organizations as the FAME Study progressed. Accounts payable, accrued expenses and other current liabilities increased primarily due to $440,000 to our CROs as the FAME Study continued, $400,000 related to the technology transfer of Iluvien and $380,000 associated with preparation for an initial public offering of our common stock, offset by decreases of $440,000 in amounts payable to our clinical trial sites and $150,000 for our animal toxicology and degradation studies. The increase in other long term liabilities is due to interest being accrued on our promissory note to pSivida.

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For the year ended December 31, 2007, our cash used in continuing operations of $10.4 million was primarily attributable to our loss from continuing operations of $11.4 million increased by an increase in other current assets of $1.6 million, and offset by an increase in our accounts payable, accrued expenses and other current liabilities of $2.2 million, non-cash stock-based compensation of $190,000, and non-cash depreciation and amortization of $150,000. The increase in prepaid expenses and other current assets was primarily attributable to an increase of $1.2 million in our receivable due from pSivida under our agreement as the FAME Study progressed and $220,000 prepayments to certain clinical trial sites for their participation in the FAME Study. The increase in accounts payable, accrued expenses and other current liabilities was comprised primarily of increases of $1.6 million in amounts payable to our clinical trial sites as we completed enrollment of the FAME Study in 2007, $310,000 in CRO and reading center costs to monitor patients and clinical trial sites, and $100,000 owed to software vendors for installation of trial management software for the FAME Study.

For the year ended December 31, 2006, our cash used in continuing operations of $10.0 million was primarily attributable to our loss from continuing operations of $9.8 million increased by an increase in other current assets of $1.5 million, and offset by a decrease in our accounts payable, accrued expenses and other current liabilities of $910,000, non-cash stock-based compensation of $250,000, and non-cash depreciation and amortization of $130,000. The increase in prepaid expenses and other current assets were primarily attributable to an increase of $700,000 due from pSivida under our agreement as the FAME Study progressed, $260,000 in deposits made with our CROs, $210,000 in prepayments to certain clinical trial sites for their participation in the FAME Study, and $200,000 in prepayments for Iluvien animal toxicology and degradation studies. The increase in accounts payable, accrued expenses and other current liabilities was comprised primarily of increases of $790,000 in amounts payable to our clinical trial sites as we continued to expand enrollment of the FAME Study in 2007.

Net cash was provided by (used in) the investing activities of our continuing and discontinued operations in the years ended December 31, 2006, 2007 and 2008 as well as the nine months ended September 30, 2009 as follows:

	Year Ended									Nine Months
	December 31,									Ended September 30,
	2006			2007			2008			2009
	(In millions)
Continuing Operations	$	(0.4	)	$	(0.2	)	$	(0.6	)	$	(0.1	)
Discontinued Operations		9.7			6.7			—			—
Total	$	9.3		$	6.5		$	(0.6	)	$	(0.1	)

Net cash used in the investing activities of our continuing operations is attributable to purchases of property and equipment in each of the years ended December 31, 2006, 2007 and 2008, and the nine months ended September 30, 2009.

Net cash provided by our financing activities was $4.9 million for the nine months ended September 30, 2009; $29.8 million for the year ended December 31, 2008; $80,000 for the year ended December 31, 2007; and $15.8 million for the year ended December 31, 2006. Net cash provided by financing activities in the first nine months of 2009 were due to net proceeds of $4.9 million received from the issuance of our Series C-1 preferred stock and warrants for our Series C-1 preferred stock. In 2008, cash was provided primarily by net proceeds of $29.9 million received from the issuance of our Series C preferred stock. In 2007, cash provided by financing activities were primarily due to the exercise of employee stock options. In 2006, we received aggregate net proceeds from the issuance of our Series B preferred stock of $15.8 million.

Our future capital requirements will depend on numerous forward-looking factors, including, but not limited to:

•  the progress and cost of preclinical studies, clinical trials and other research and development activities;

•  the scope, prioritization and number of clinical trials and other research and development programs;

•  the costs of the development and expansion of our operational, sales and marketing infrastructure;

•  the costs and timing of obtaining regulatory approval;

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•  the ability of our collaborators to achieve development milestones;

•  the costs of filing, prosecuting, enforcing and defending patent claims and other intellectual property rights;

•  the costs and timing of securing manufacturing arrangements for clinical or commercial production;

•  the costs of acquiring or undertaking development and commercialization efforts for any future product candidates;

•  the magnitude of our general and administrative expenses; and

•  the cost that we may incur under current and future licensing arrangements relating to other product candidates.

Obligations and Commitments

The following table summarizes our contractual obligations and commitments as of September 30, 2009:

	Payments Due by Future Period
	Total		Less than 1 Year		1 - 3 Years		3 - 5 Years		5+ Years
					(In thousands)
Note payable to pSivida plus accrued interest	$	19,475	$	4,975	$	14,500	$	—	$	—
Operating lease		168		168		—		—		—
Capital leases		8		6		2		—		—
Total	$	19,651	$	5,149	$	14,502	$	—	$	—

The following amounts have not been included in the table above as the timing of the payments is uncertain:

•  The note payable to pSivida is payable in full upon the earlier of certain liquidity events (including an initial public offering of our common stock greater than $75.0 million), the occurrence of an event of default under our agreement with pSivida or September 30, 2012.

•  In connection with our March 2008 agreement with pSivida we are obligated to make a milestone payment of $25.0 million upon FDA approval of Iluvien.

•  In connection with our July 2009 license and option agreement with Emory University for the fulvene class of NADPH oxidase inhibitors, we are required to make annual minimum royalty payments in the first through the fourth calendar years following regulatory approval of the product in a major market country (i.e., the United States, Japan, China, India or any European country) in the amount of $250,000, $500,000, $1.0 million and $2.5 million, respectively, and $2.5 million for each subsequent year during the term of our agreement. We will also be required to make payments of up to $5.8 million depending upon which regulatory milestones we achieve. If we do not make any milestone payments to Emory University under our agreement prior to the third anniversary of the effective date of the agreement, then we will be required to pay Emory University annual license maintenance fees ranging from $500,000 to $2.0 million (depending upon when such payment is made) until a milestone payment is made under the agreement. As an upfront license fee for the license granted by Emory University to us, we issued to Emory University (and its inventors) that number of shares of our common stock with a fair market value equal to $150,000 on the date of issuance.

•  In connection with our August 2009 license and option agreement with Emory University for the triphenylmethane class of NADPH oxidase inhibitors, we are required to make annual minimum royalty payments in the first through the fourth calendar years following regulatory approval of the product in a major market country (i.e., the United States, Japan, China, India or any European country) in the amount of $250,000, $500,000, $1.0 million and $2.5 million, respectively, and an annual minimum royalty payment of $2.5 million for each subsequent year during the term of our agreement. We will also be required to make payments of up to $5.9 million depending upon which regulatory milestones

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we achieve. If we do not make any milestone payments to Emory University under our agreement prior to the third anniversary of the effective date of the agreement, then we will be required to pay Emory University annual license maintenance fees ranging from $500,000 to $2.0 million (depending upon when such payment is made) until a milestone payment is made under the agreement. As an upfront license fee for the license granted by Emory University to us, we will issue to Emory University (and its inventors) that number of shares of our common stock with a fair market value equal to $150,000 on the date of issuance upon the earlier of (i) our mutual agreement with Emory University with respect to the strategy for filing and prosecuting certain patent applications and the implementation of such strategy by Emory University or (ii) the end of the period during which we may terminate the agreement in the event we and Emory University fail to mutually agree upon such strategy.

•  In connection with our November 2007 agreement with Dainippon Sumitomo Pharma Co., Ltd. (Dainippon) we will be required to make a payment in the amount of $200,000 to Dainippon within 30 days following the first regulatory approval of a licensed product in the United States by the FDA.

•  In January 2006, we entered into an agreement with a contract research organization for clinical and data management services to be performed in connection with the FAME Study clinical sites in the United States, Canada, and Europe. In accordance with the terms of the agreement, we will incur approximately $17.4 million of expenses with the contract research organization through 2010. Through September 30, 2009 we incurred $12.4 million of expense associated with this agreement.

•  In July 2006, we entered into an agreement with a contract research organization for clinical services to be performed in connection with the FAME Study clinical sites in India. In accordance with the terms of the agreement, we will incur approximately $1.8 million of expenses with the contract research organization through 2010. Through September 30, 2009 we incurred $995,000 of expense associated with this agreement.

Off-Balance Sheet Transactions

To date, we have not had any relationships with unconsolidated entities or financial partnerships, such as entities referred to as structured finance or special purpose entities, which are established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes.

Qualitative and Quantitative Disclosures About Market Risk

We are exposed to market risk related to changes in interest rates. As of September 30, 2009, we had cash and cash equivalents of $9.9 million. Our primary exposure to market risk is interest income sensitivity, which is affected by changes in the general level of U.S. interest rates, particularly because our investments are in short-term marketable securities. Due to the short-term duration of our investment portfolio and the low risk profile of our investments, an immediate 10% change in interest rates would not have a material effect on the fair market value of our portfolio. Accordingly, we would not expect our operating results or cash flows to be affected to any significant degree by the effect of a sudden change in market interest rates on our securities portfolio.

We contract for the conduct of some of our clinical trials and other research and development activities with contract research organizations and investigational sites in the United States, Europe and India. We may be subject to exposure to fluctuations in foreign exchange rates in connection with these agreements. We do not hedge our foreign currency exposures. We have not used derivative financial instruments for speculation or trading purposes.

Tax Loss Carry-Forwards

At September 30, 2009, we had U.S. federal and state net operating loss carry-forwards (NOLs) of approximately $74.1 million and $57.3 million, respectively, which expire at various dates beginning in 2018 through 2029. Section 382 of the Internal Revenue Code limits the annual utilization of NOLs and tax credit carry-forwards following an ownership change in our company. If it is determined that significant ownership changes have occurred since we generated these NOLs, we may be subject to annual limitations on the use of these NOLs under Internal Revenue Code Section 382.

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Recent Accounting Pronouncements

In March 2008, the FASB Issued SFAS No. 161, Disclosures about Derivative Instruments and Hedging Activities — an amendment of FASB Statement No. 133, (ASC 815), which requires companies with derivative instruments to disclose information that should enable financial statement users to understand how and why a company uses derivative instruments, how derivative instruments and related hedged items are accounted for under ASC 815, and how these items affect a company’s financial position, results of operations and cash flows. ASC 815 affects only these disclosures and does not change the accounting for derivatives. We are applying ASC 815 prospectively beginning with the first quarter of the 2009 fiscal year. The adoption of ASC 815 did not have a material effect on the disclosures in our financial statements.

In May 2009, the FASB issued SFAS No. 165, Subsequent Events (ASC 855). ASC 855 defines the period after the balance sheet date during which a reporting entity’s management should evaluate events or transactions that may occur for potential recognition or disclosure in the financial statements, the circumstances under which an entity should recognize events or transactions occurring after the balance sheet date in its financial statements, and the disclosures an entity should make about events or transactions that occurred after the balance sheet date. ASC 855 is effective for interim and annual periods ending after June 15, 2009, and we have adopted the provisions of ASC 855 with its 2009 financial statements and evaluated subsequent events after the balance sheet of September 30, 2009 through October 30, 2009.

In June 2009, the FASB issued SFAS No. 168, The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles (SFAS 168). SFAS 168 authorized the Codification as the sole source for authoritative U.S. GAAP and any accounting literature that is not in the Codification will be considered nonauthoritative. We have commenced utilizing the Codification as its sole source of authoritative U.S. GAAP for its 2009 financial statements.

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BUSINESS

Overview

We are 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 we are developing for the treatment of diabetic macular edema (DME). DME is a disease of the retina that affects individuals with diabetes and can lead to severe vision loss and blindness. We are currently conducting two Phase 3 pivotal clinical trials (collectively referred to as the FAME Study) for Iluvien involving 956 patients in sites across the United States, Canada, Europe and India to assess the efficacy and safety of Iluvien in the treatment of DME. In December of 2009 we will receive a month 24 readout from the FAME Study. Based upon an analysis of this readout, we plan to file a New Drug Application (NDA) in the United States in the second quarter of 2010, followed by registration filings in certain European countries and Canada. We intend to request Priority Review of our NDA from the U.S. Food and Drug Administration (FDA). If Priority Review is granted, we can expect a response to our NDA from the FDA in the fourth quarter of 2010. If our NDA is approved, we plan to commercialize Iluvien in the United States by marketing and selling Iluvien to retinal specialists as early as the first quarter of 2011. In addition to treating DME, Iluvien is being studied in three Phase 2 clinical trials for the treatment of the dry form of age-related macular degeneration (AMD), the wet form of AMD and retinal vein occlusion (RVO).

According to the Centers for Disease Control and Prevention (CDC), the number of Americans diagnosed with diabetes had increased from approximately 8.1 million people in 1994 to approximately 17.9 million people in 2007. The International Diabetes Federation has reported that 246 million people worldwide had diabetes in 2007 and that this number is expected to reach 380 million people by 2025. All patients with diabetes are at risk of developing some form of diabetic retinopathy, an ophthalmic condition of diabetes that presents with symptoms that include the swelling and leakage of blood vessels within the retina or the abnormal growth of new blood vessels on the surface of the retina. As reported by the American Diabetes Association, in the U.S. diabetic retinopathy causes approximately 12,000 to 24,000 new cases of blindness each year, making diabetes the leading cause of new cases of blindness in adults aged 20 to 74. When the blood vessel leakage of diabetic retinopathy causes swelling in the macula, the part of the eye responsible for central vision, the condition is called DME. The Wisconsin Epidemiologic Study of Diabetic Retinopathy found that over a ten-year period approximately 19% of diabetics studied were diagnosed with DME. Based on this study and the current U.S. diabetic population, we estimate the incidence of DME in the United States to be approximately 340,000 cases annually. As the population of diabetics increases, we expect the annual incidence of diagnosed DME to increase.

There are no ophthalmic drug therapies currently approved by the FDA for the treatment of DME. The current standard of care for the treatment of DME is laser photocoagulation. Laser photocoagulation is a retinal procedure in which a laser is used to cauterize leaky blood vessels or to apply a pattern of burns to reduce edema. This procedure has undesirable side effects including partial loss of peripheral and night vision. As a result of these side effects and a desire for improved visual outcomes, retinal specialists have supplemented laser photocoagulation with alternate off-label therapies for the treatment of DME, including injections of corticosteroids and anti-vascular endothelial growth factor (anti-VEGF) agents. Corticosteroids have shown improved visual acuity in DME patients in non-pivotal clinical trials, but are associated with increased intraocular pressure (IOP) and cataract formation. Both of these alternate therapies are limited by a need for multiple injections to maintain a therapeutic effect.

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 fluocinolone acetonide (FA). Iluvien is inserted with a device that employs a 25-gauge needle which allows for a self-sealing wound. In the United States, this procedure is non-surgical and is performed in the retinal specialist’s office. Iluvien is an intravitreal insert designed to provide a therapeutic effect for up to 36 months by delivering sustained sub-microgram levels of FA, a non-proprietary corticosteroid with demonstrated efficacy in the treatment of ocular diseases. By providing lower exposure to corticosteroids and focusing the

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delivery to the back of the eye, we believe Iluvien has the potential to improve visual acuity while reducing the incidence of increased IOP and cataract formation commonly associated with the use of corticosteroids.

Iluvien is also being studied in three Phase 2 clinical trials with retinal specialists to assess its safety and efficacy for the treatment of dry AMD, wet AMD and RVO. In addition to our activities related to the development and commercialization of Iluvien, we are also conducting testing on two classes of nicotinamide adenine dinucleotide phosphate (NADPH) oxidase inhibitors for which we have acquired exclusive, worldwide licenses from Emory University. Our initial focus is on the use of NADPH oxidase inhibitors in the treatment of dry AMD. We plan to evaluate the use of NADPH oxidase inhibitors in the treatment of other diseases of the eye, including wet AMD and diabetic retinopathy. We will pursue the development, license and acquisition of rights to compounds and technologies with the potential to treat diseases of the eye that we believe are not well treated by current therapies.

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 Ophthalmics and the first pharmacological treatment indicated for the treatment of wet AMD. We intend to capitalize on our management’s experience and expertise in marketing eye-care products, by marketing and selling Iluvien to the approximately 1,600 retinal specialists practicing in the approximately 900 retina centers across the United States and Canada. We intend to seek a commercialization partner for sales and marketing activities outside North America.

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:

•  Pursue FDA Approval for Iluvien.  We are currently conducting the FAME Study involving 956 patients in sites across the United States, Canada, Europe and India to assess the efficacy and safety of Iluvien in the treatment of DME. We will receive a month 24 readout from the FAME Study in the fourth quarter of 2009 and this readout will form the basis of our NDA submission with the FDA in the second quarter of 2010, followed by registration filings in certain European countries and Canada.

•  Maximize the Commercial Success of Iluvien.  If approved by the FDA, we intend to capitalize on our management’s past experience and expertise in marketing eye-care products including the launch and management of Visudyne (Novartis Ophthalmics) by marketing and selling Iluvien to the approximately 1,600 retinal specialists practicing in the approximately 900 retina centers in the United States and Canada. We intend to seek a commercialization partner for sales and marketing activities outside North America.

•  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 three Phase 2 clinical trials with retinal specialists to assess the safety and efficacy of Iluvien for the treatment of these diseases of the eye.

•  Develop Our Existing Ophthalmic Product Pipeline.  We have acquired exclusive, worldwide licenses of rights under patent applications for two classes of NADPH oxidase inhibitors from Emory University. We believe that the management of oxidative stress is an important strategy in managing the development and progression of diseases of the eye, and we believe that NADPH oxidase inhibitors have the potential to manage oxidative stress. Our initial focus is on the use of NADPH oxidase inhibitors in the treatment of dry AMD. We plan to evaluate the use of NADPH oxidase inhibitors in the treatment of other diseases of the eye, including wet AMD and diabetic retinopathy.

•  Expand Our Ophthalmic Product Pipeline.  We believe there are further unmet needs in the treatment of ophthalmic diseases. Toward that end, we intend to leverage management’s expertise and its broad network of relationships in continuing to evaluate in-licensing and acquisition opportunities for compounds and technologies with applications in diseases affecting the eye.

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Disease Overview and Market Opportunity

Diabetes and Diabetic Retinopathy

Diabetes mellitus, and its systemic and ophthalmic complications, represents an enormous public health threat in the United States. According to the CDC, the number of Americans diagnosed with diabetes has increased from approximately 8.1 million people in 1994 to approximately 17.9 million people in 2007. In addition to diagnosed cases, the CDC estimates that an additional 5.7 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 diagnosis methodologies and improved public awareness, the number of persons diagnosed with and being treated for diabetes is expected to increase. The International Diabetes Federation has reported that 246 million people worldwide had diabetes in 2007 and that this number is expected to reach 380 million people by 2025.

All patients with diabetes are at risk of developing some form of diabetic retinopathy, an ophthalmic complication of diabetes that presents 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, in the United States diabetic retinopathy causes approximately 12,000 to 24,000 new cases of blindness 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, microaneurysms, 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.

Figures 1 and 2 provide a detailed cross section of a healthy retina and a retina affected by diabetic retinopathy.

Figure 1	Figure 2

^© A.D.A.M., Inc.

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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. The Wisconsin Epidemiologic Study of Diabetic Retinopathy found that over a ten-year period approximately 19% of diabetics studied were diagnosed with DME. Based on this study and the current U.S. diabetic population, we estimate that there will be an incidence of approximately 340,000 cases of DME annually in the United States. As the population of diabetics increases, we expect the annual incidence of diagnosed DME to increase.

Limitations of Current Treatments for DME

There are no ophthalmic drug therapies approved by the FDA for the treatment of DME. The current standard of care for the treatment of DME is laser photocoagulation. Laser photocoagulation is a retinal procedure in which a laser is used to cauterize leaky blood vessels or to apply a pattern of burns to reduce edema. This procedure has undesirable side effects including partial loss of peripheral and night vision. As a result of these side effects and a desire for improved visual outcomes, retinal specialists have supplemented laser photocoagulation with alternate off-label therapies for the treatment of DME, including injections of corticosteroids and anti- VEGF agents. Corticosteroids have shown improved visual acuity in DME patients in non-pivotal clinical trials, but are associated with increased IOP and cataract formation. Both of these alternate therapies are limited by a need for multiple injections to maintain a therapeutic effect.

FDA Approved Treatments for DME

Laser Photocoagulation.  In laser photocoagulation, light rays are directed into the eye focusing on abnormal blood vessels that are growing within the retina and patches of edema which are near the macula. This laser, which administers heat from a fine-point beam, cauterizes the vessels to seal them from further leakage or destroys retinal tissue associated with the patch of edematous tissue, via thermal destruction, in the hope of preventing further vision loss. Results of clinical trials on laser photocoagulation have shown the procedure reduces vision loss in DME patients. Visual acuity gains have been seen as well, although results have been highly variable and may take more than eight months for median visual acuity to improve. Further, the 2008 Preferences and Trends Survey among retinal specialists showed that 84% of patients treated with laser photocoagulation required an off-label drug therapy or a combination of both additional laser photocoagulation and an off-label drug therapy to treat the disease.

There are no other therapies approved by the FDA for the treatment of DME.

Off-Label Treatments for DME

Intravitreal Triamcinolone Acetonide Injections (IVTA).  Triamcinolone acetonide is a corticosteroid administered via an intravitreal injection either as an adjunct to laser photocoagulation or as a stand alone treatment. Typically administered in a 4,000 microgram (µg) suspension, IVTA is relatively inexpensive and has demonstrated temporary visual improvement and reduction of edema in patients with DME. Due to the potential side effects, including increased IOP and cataract formation, as well as the need for multiple injections, the use of IVTA for the treatment of DME is not optimal.

Anti-VEGF Intravitreal Injection.  Anti-VEGF therapies are administered via an intravitreal injection. VEGF has been identified as an important mediator in diabetic retinopathy, including DME, and appears to play a role in increasing vascular permeability in this condition. Similar to IVTA, anti-VEGFs require multiple injections, potentially as frequently as once per month, to sustain a therapeutic effect. Two Phase 3 clinical trials studying the use of Lucentis (ranibizumab injection), a drug sponsored by Genentech, Inc., a wholly-owned member of the Roche Group (Genentech), as a treatment for DME are currently underway, where the clinical trial design is based on one injection per month. Results from a single-center study involving 26 patients comparing one injection of IVTA versus Genentech’s Avastin (bevacizumab) in patients with

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refractory DME was published in the October 2007 issue of the British Journal of Ophthalmology. Over the four to eight week period post-injection, IVTA was statistically significantly better at improving vision and reducing macular thickness than Avastin. This head-to-head study supports the anecdotal observations reported by retinal specialists that, in DME, corticosteroids appear to be therapeutically superior to anti-VEGF therapy.

Iluvien

Overview

Our most advanced product candidate is Iluvien, an intravitreal insert designed to provide a therapeutic effect for up to 36 months in the treatment of DME by delivering sustained sub-microgram levels of FA, 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 inserted in the back of the patient’s eye using an insertion device (the Iluvien inserter) employing a 25-gauge needle which allows for a self-sealing wound. This insertion is very similar to the administration of an intravitreal injection, a procedure commonly employed by retinal specialists. In the United States, this procedure is non-surgical and is performed in the retinal specialist’s office. We believe Iluvien has the potential to improve vision while reducing side effects commonly associated with the use of corticosteroids for the following reasons:

•  Iluvien delivers FA.  The active pharmaceutical ingredient in Iluvien is FA. In two multi-center, randomized clinical studies using another FA delivery system, the results of which have been presented at major scientific meetings, FA has demonstrated statistically significant improvement in visual acuity in the treatment of DME compared to laser photocoagulation, the current standard of care.

•  Iluvien delivers sustained sub-microgram levels of a steroid to the eye.  In our clinical trials we are studying two doses of Iluvien (a high-dose with an initial release of approximately 0.45µg per day and a low-dose with an initial release of approximately 0.23µg per day) to determine the lowest dose possible that will provide efficacy for the treatment of DME. We believe that the dosage levels of Iluvien will provide lower exposure to corticosteroids than other intraocular dosage forms currently available.

•  Iluvien is expected to deliver a therapeutic effect for up to 36 months.  In vitro release kinetics have shown that Iluvien provides sustained delivery of sub-microgram levels of FA over time. Based on these release kinetics, we expect that the high dose of Iluvien will provide sustained therapy for up to 24 months and the low dose of Iluvien will provide sustained therapy for up to 36 months, with actual therapeutic effect to be determined in clinical trials.

•  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 FA and insertion into the back of the eye, a position that we believe optimizes delivery of FA to the retina by utilizing these natural currents, will maximize efficacy and minimize possible side effects.

•  Iluvien is inserted using a 25-gauge needle.  Needle gauge determines the size of the wound that is created. Iluvien is inserted into the eye 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 insertion procedure to create a self-sealing wound.

Fluocinolone Acetonide

Fluocinolone acetonide (FA) is the active compound in Iluvien and a member of the class of steroids known as corticosteroids. FA is a non-proprietary corticosteroid that has a history of use in treating ocular disease as the active compound in Bausch & Lomb Incorporated’s product Retisert (a surgically implanted intravitreal drug delivery device approved for the treatment of chronic non-infectious posterior uveitis). Corticosteroids have demonstrated a range of pharmacological actions, including inhibition of inflammation,

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inhibition of leukostasis, upregulation of occludin, inhibition of 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, FA shares many of the same side effects as other corticosteroids currently available for intraocular use, including increased IOP and cataract formation.

Iluvien is Positioned to Reduce Side Effects

We anticipate that the incidence of steroid-induced IOP elevations and cataract formation will be significantly lower with Iluvien due to its location in the eye, as illustrated in Figure 3. Specifically, we believe that the position of Iluvien in the posterior portion of the eye will reduce the exposure of FA to the front of the eye thereby lowering the incidence of IOP-related side effects associated with the use of intraocular corticosteroids. Fluid, or aqueous humor, generated at the ciliary body, located just behind the iris, flows within the eye primarily via two currents as illustrated in Figure 3. The predominant current flows through the iris into the anterior chamber and exits the eye mainly through the trabecular outflow pathway. Another current of outflow is directed toward the back of the eye. Various publications support the existence of these currents within the eye, including an article by J. Park et. al. published in 2005 in the Journal of Controlled Release, an article by J. Xu et. al. published in 2000 in Pharmaceutical Research and a paper by M. Araie and D.M. Maurice published in the 1991 in the Journal of Experimental Eye Research.

Figure 3

^© Nucleus Medical Art

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 will minimize the anterior chamber exposure to FA and result in a lower incidence of IOP and lens related side effects.

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Iluvien Provides Sustained Sub-Microgram Delivery

Iluvien consists of a tiny polyimide tube with membrane caps, licensed by us from pSivida US, Inc. (pSivida), that is filled with 190µg of FA 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. In February 2005, we entered into an agreement with pSivida for the development of FA in pSivida’s proprietary delivery system. Our agreement with pSivida provides us with 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). See “— Licenses and Agreements” below for additional information related to our agreement with pSivida.

Iluvien is designed to provide sustained sub-microgram levels of FA and a therapeutic effect for up to 24 months for the high dose of Iluvien and up to 36 months for the low dose of Iluvien. We believe that Iluvien’s ability to deliver sub-microgram levels of FA will provide lower exposure to corticosteroids than other intraocular dosage forms currently available. As illustrated in Figure 4, in vitro data from multiple clinical supply batches of Iluvien show that the daily amount of FA released from the two doses gradually declines, starting at an average daily release rate of 0.45µg per day and 0.23µg per day continuing to release at the month 24 time point. Our analysis of the FA release rate of Iluvien is ongoing.

Figure 4

The Iluvien Inserter

We developed an inserter for Iluvien that will allow retinal specialists to insert Iluvien into the back of the eye. In the United States, this procedure is non-surgical and is performed in the retinal specialist’s office. The Iluvien inserter uses a 25-gauge needle, which results in a wound that is small enough to seal itself after the needle is removed. We believe that a 25-gauge needle is the smallest needle capable of delivering Iluvien into the back of eye.

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Iluvien Clinical Development Program

The following table summarizes current and planned clinical trials for Iluvien.

					Number of	Enrollment
Population	Trial Name	Phase	Objectives	Geography	Patients	Status
DME	FAME Study (Trial A)	Phase 3	Safety Dosage Efficacy	U.S., Canada, Europe, India	481	Completed
DME	FAME Study (Trial B)	Phase 3	Safety Dosage Efficacy	U.S., Europe, India	475	Completed
DME	PK Study	Phase 2	Pharmaco- kinetics	U.S.	37	Completed
Dry AMD	MAP GA	Phase 2	Safety Dosage Proof of Concept	U.S.	40	On-going
Wet AMD	MAP	Phase 2	Safety Dosage Proof of Concept	U.S.	30	On-going
RVO	FAVOR	Phase 2	Safety Dosage Proof of Concept	U.S.	20	On-going

Development Program for the Treatment of DME

We are currently in the process of completing two Phase 3 pivotal clinical trials (collectively referred to as the FAME Study) for Iluvien involving 956 patients in sites across the United States, Canada, Europe and India to assess the efficacy and safety of Iluvien in the treatment of DME. Combined enrollment was completed in October 2007 and preliminary month 24 readouts of the FAME Study are planned for the end of 2009. Should the readouts support the safety and efficacy of Iluvien for the treatment of DME, we plan to proceed with the preparation of a registration dossier and submit an NDA to the FDA in the second quarter of 2010 followed by registration filings in certain European countries and Canada. The registration approach in the United States is a result of an FDA recommendation for drugs being developed for diabetic retinopathy, which includes DME. The primary efficacy endpoint for approval will be based on the difference in the percentage of patients whose visual acuity has improved by 15 or more letters on the Early Treatment Diabetic Retinopathy Study (ETDRS) eye chart between the treatment and control groups at month 24. Numerical comparisons of visual acuity improvement of 15 or more letters will be made between the month 24 and month 18 data; the month 24 data must be non-inferior to the month 18 data (i.e., equal to or better than). The patients will then be followed for safety for the full 36 months with the additional 12-month data submitted to health authorities subsequent to the approval of Iluvien.

We expect to submit our NDA in the United States with 24 months of clinical data in the second quarter of 2010 followed by registration filings in certain European countries and Canada. We will be utilizing the decentralized procedure in the European Union. The insertion system will not require a separate device application (CE Mark in the European Union) but it must meet the safety and regulatory requirements of the applicable regulatory authorities.

We believe Iluvien meets the requirements for Priority Review in the United States and we intend to make a formal request for this review classification when we file our NDA for Iluvien with the FDA. Upon

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receipt, the FDA will make a review classification decision and will notify us of Iluvien’s final review classification within 60 days.

FAME Study

We initiated the FAME Study in September 2005. The two trials comprising the FAME Study have identical protocols and completed enrollment totaling 956 patients across 101 academic and private practice centers, in October 2007. Trial A drew patients from sites located in roughly the northern regions of the United States, Europe and India and all sites in Canada, while those in the southern regions of the United States, India and Europe comprise Trial B.

The trials are designed to assess the safety and efficacy of Iluvien in patients with DME involving the center of the macula, and who have had at least one prior macular laser treatment 12 weeks or more before study entry. The inclusion criteria for the FAME Study were designed to select patients with DME with visual acuity between 20/50 and 20/400 in the study eye and no worse than 20/400 in the non-study eye. Patients that had received steroid drug treatments for DME within three months or anti-VEGF injections within two months of screening, and patients with glaucoma, ocular hypertension, IOP greater than 21mmHg or concurrent therapy with IOP-lowering agents in the study eye at screening, were not eligible to participate in this trial. A review of baseline characteristics from the FAME Study indicates that the study arms are reasonably well-balanced at baseline.

We randomly assigned patients participating in the FAME Study to one of three groups. Two of these groups were assigned to an active drug formulation and another group to a sham insertion in a 2:2:1 randomization, respectively. The active groups consist of one group receiving a high dose of Iluvien and another group receiving a low dose of Iluvien. To reduce potential bias, this trial uses a randomized, double-masked study design so that neither the patient nor the investigational staff involved with assessing the patient knows to which group each patient belongs. The sham insertion included all steps involved in the insertion procedure with the exception that patients in the control group had a blunt inserter without a needle to apply pressure to the anesthetized eye in order to simulate an insertion. This procedure mimics an intravitreal insertion and helps to maintain proper patient masking.

The primary efficacy endpoint for this study is the difference in the percentage of patients with improved visual acuity of 15 or more letters on the ETDRS eye chart at month 24 between the active and control groups. Safety analyses will be conducted over a period of 36 months to compare the ocular AEs, non-ocular AEs, laser re-treatments, significant IOP increases and any other relevant safety parameters.

The month 24 readout for the FAME Study will be available in the fourth quarter of 2009. If we deem that an appropriate benefit to risk relationship has been demonstrated, submission of an NDA will occur in the second quarter of 2010 while the FAME Study continues through month 36. Submissions in selected European countries and Canada will follow.

PK Study

We initiated an open-label Phase 2 human pharmacokinetic clinical study (PK Study) in August 2007 to assess the systemic exposure of FA by measuring plasma levels of FA. Analysis of plasma levels through month 18 in September 2009 demonstrated no systemic exposure of FA (plasma levels were below the limit of detection of 100 picograms per milliliter). Based on these results, we intend to file a carcinogenicity waiver with the applicable regulatory authorities, including with the FDA in connection with our NDA submission.

A total of 37 patients were enrolled in the PK Study, 17 patients on the high dose of Iluvien and 20 patients on the low dose of Iluvien. The last patient was enrolled in the study at the end of February 2008. Data from the PK Study are being evaluated on an ongoing basis with interim evaluations at months 3, 6, 12, 18, 24, 30 and 36.

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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:

•  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 of retinal degeneration 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 two animal models of 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 the two doses of Iluvien to a sham injection in patients with bilateral GA secondary to AMD. The change from baseline in size of GA will be assessed over time.

•  Wet AMD.  The size of the wet AMD market was $2 billion in 2008 according to visiongain, an independent competitive intelligence organization. We believe Iluvien will be synergistic with the market leading anti-VEGF therapies in the treatment of wet AMD. Anti-VEGFs require persistent dosing to maintain a therapeutic effect which is a burden on both the patient and the physician. Given that corticosteroids have been shown to suppress the production of VEGF, a Phase 2 investigator sponsored study (the MAP Trial) is assessing the safety and efficacy of Iluvien in conjunction with Lucentis in patients with wet AMD. Given that corticosteroids have been shown to suppress the production of VEGF, a Phase 2 investigator sponsored study (the MAP Trial) is assessing the safety and efficacy of Iluvien in conjunction with Lucentis in patients with wet AMD. Patients will be enrolled who have been treated with Lucentis for at least six months and whose visual acuity has plateaued. At baseline, subjects will receive either the high-dose or the low-dose of Iluvien and an injection of Lucentis. Subjects will receive additional Lucentis injections during the study only if subretinal or intraretinal fluid persists. Outcome measures will include the change from baseline visual acuity at six months, and mean number of injections of Lucentis over the six-month study period versus the six months prior to study entry.

•  Macular edema associated with non-ischemic RVO.  Over one million people suffer from RVO in the United States and there were no approved products until September 2009 when Allergan introduced the Ozurdex (a three to five month dexamethasone intravitreal implant) for macular edema following branch or central retinal vein occlusion. Retinal specialists have been using intravitreal injections of the corticosteroid triamcinolone acetonide on an off-label basis to treat non-ischemic RVO. The FDA 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 the two doses of Iluvien in patients with macular edema secondary to RVO.

Iluvien Registration Plan

U.S. Regulatory Requirements

In the United States, clinical evidence of the effectiveness of Iluvien for the treatment of DME from our FAME Study will be based on two time-point comparisons. Our primary efficacy variable will be the proportion of patients who have visual acuity improvement in their study eye, referred to as the responder rate, based on the change from baseline in visual acuity score as measured on the ETDRS eye chart. Visual acuity improvement will be defined as an increase from baseline of 15 or more letters in visual acuity score as measured on the ETDRS eye chart. Our primary endpoint will be defined at month 24 of the FAME Study using this variable. Therefore, if the difference in responder rates at month 24 is statistically significant versus the sham control group, our FAME Study will be judged as having provided evidence of efficacy. Then as required by the FDA, another numerical comparison of the responder rates at months 18 and 24 of our FAME Study will be conducted to determine if the responder rates at month 24 are numerically non-inferior to month 18 (i.e., month 24 responder rates must be equal to or greater than responder rates at month 18). The patients

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will then be followed for the full 36 months with the additional 12 months of data submitted to regulatory authorities subsequent to the approval of Iluvien.

Regulatory Requirements in Other Jurisdictions

There are no specific guidance documents for the clinical development of ophthalmic drug products outside of the United States for the treatment of diabetic retinopathy or DME. We have met with health authorities in Canada, 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.

Commercialization

We believe that Iluvien will be the first ophthalmic drug approved by the FDA for the treatment of DME and the only single treatment drug therapy providing a sustained therapeutic effect of longer than six months. Our commercialization strategy will be to establish Iluvien as a leading therapy for the treatment of DME and subsequently for other indications. In the United States and Canada we intend to distribute Iluvien directly to physicians and through wholesalers and specialty pharmacies utilizing our own specialized sales and marketing infrastructure. Although we anticipate Iluvien being administered as a stand alone therapy, we do not foresee the use of Iluvien as precluding the administration of other therapies in conjunction with Iluvien. Iluvien is not approved by the FDA. Our commercialization strategy is subject to and dependent upon the regulatory approval of Iluvien for the treatment of DME.

Sales and Marketing

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 Ophthalmics and the first pharmacological treatment indicated for the treatment of wet AMD. We intend to capitalize on our management’s experience and expertise in marketing eye-care products by marketing and selling Iluvien to the approximately 1,600 retinal specialists practicing in the approximately 900 retina centers in the United States and Canada. The concentration of retinal specialists in a small number of retina centers and Iluvien’s expected status as the only ophthalmic drug therapy approved by the FDA for the treatment of DME are factors that we believe will accelerate the adoption of Iluvien by retinal specialists. We intend to seek a commercialization partner for sales and marketing activities outside North America.

Our plan is to ensure that influential retinal specialists are presenting our FAME Study data at key retina meetings in 2010, to develop our medical marketing, promotion and communication materials and to build our own specialized domestic sales and marketing infrastructure, comprised of approximately 40 people, to market Iluvien and other ophthalmic products that we acquire or develop in the future. We will begin recruiting a sales force with extensive ophthalmic based sales experience in 2010 in advance of an expected launch of Iluvien as early as the first quarter of 2011. We expect that our 40 person domestic sales force will be able to access and form relationships with retinal specialists in the approximately 900 retina centers prior to the commercial launch of Iluvien. We will hire additional personnel to support the activities of customer service, post-marketing pharmacovigilance, medical affairs and regulatory compliance.

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 depend heavily on third-party contract manufacturers to produce and package our products. We are in the process of finalizing long-term agreements with the manufacturer of the active pharmaceutical ingredient in Iluvien, the manufacturer of Iluvien, and the manufacturer of the Iluvien inserter.

pSivida is providing our clinical trial materials for the FAME Study, PK Study and the Phase 2 clinical trials being conducted 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 Avail 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

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consists of filling the polyimide tube with a matrix consisting of FA and polyvinyl alcohol (PVA), cutting the tubes, capping the tubes with membrane caps, curing at high temperature, loading Iluvien inside the Iluvien inserter, packaging and sterilizing the product. This process has been transferred to the third-party contract manufacturer of Iluvien. This manufacturer is also the provider of the clinical trial materials for the Phase 2 clinical trial being conducted for the use of Iluvien in the treatment of RVO. We have discussed our approach to show equivalency of the pSivida manufacturing process to the commercial manufacturing process with the FDA, the United Kingdom Medicines and Healthcare Products Regulatory Agency (MHRA) and the German Bundeninstitut fur Arneimittel und Medizinprodukte (BfArM).

For our NDA, we will need to provide the FDA with a description of the manufacturing and packaging procedures and in-process controls. In addition, we will need to submit 12-month stability data from a minimum of three registration batches to demonstrate that the product manufactured using the process as described meets the product specifications. Although a Validation Protocol will be submitted with the NDA, process validation does not need to be completed at the time of our NDA submission. Process validation must be completed prior to commercialization.

In Europe, the manufacturing requirements are different in that data to demonstrate that the process has been validated must be included in the submission. To meet these requirements, validation of the manufacturing process was conducted in conjunction with the manufacture of the registration batches for Iluvien (three batches each for the high and low dose). All six batches have been placed on stability. These were small scale batches and we will be limited to this batch size for product sold in Europe.

We are currently working with the third-party contract manufacturer of Iluvien to identify activities and equipment needed to scale-up for commercial size batches. New equipment for the commercial batch size will require full qualification and some steps, for example the capping step, will require revalidation.

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. If Iluvien is approved for use in the treatment of DME, it will compete against laser photocoagulation and off-label use of anti-VEGF and corticosteroid injections, or other therapies that may be approved in the future. While we believe that Iluvien will be the first ophthalmic drug therapy approved by the FDA for the treatment of DME, 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 our product candidates:

•  Allergan, Inc.’s (Allergan) product Ozurdex (dexamethasone intravitreal implant), is a bioerodable extended release implant that delivers the corticosteroid dexamethasone. Ozurdex was approved in 2009 for macular edema following branch or central RVO and showed a duration of therapy of three to five months. In addition, Allergan’s product Trivaris (triamcinolone acetonide injectable suspension) is approved for sympathetic ophthalmia, temporal arteritis, uveitis and other inflammatory conditions unresponsive to topical corticosteroids. Trivaris is not indicated for the treatment of DME, dry AMD, wet AMD or RVO.

•  Alcon, Inc.’s (Alcon) 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. TRIESENCE is not indicated for the treatment of DME, dry AMD, wet AMD or RVO.

•  Genentech Inc.’s (Genentech) products Lucentis (ranibizumab injection) and Avastin (bevacizumab), both antibodies that block all isoforms of VEGF, are being studied for the treatment of DME. However, only Lucentis is currently enrolled in Phase 3 clinical trials for the treatment of DME. Lucentis is

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currently approved in the United States for the treatment of patients with neovascular wet AMD. Avastin is currently marketed as an oncology product. Neither product is indicated for the treatment of DME, dry AMD or RVO. Genentech is a wholly-owned member of the Roche Group.

•  Eyetech, Inc.’s product Macugen (pegaptanib sodium injection) is an anti-VEGF aptamer against VEGF 165. It has been FDA-approved for treatment of all subtypes of choroidal neovascularization in patients with AMD. Macugen is not indicated for the treatment of DME, dry AMD or RVO.

In addition, there are a number of other companies, including Regeneron, Inc., MacuSight, Inc., Lux Biosciences, Inc. and Novagali Pharma S.A., that are developing drug therapies or sustained delivery platforms for the treatment of ocular disease. 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. For a generic pharmaceutical competitor to Iluvien, bioequivalency must be established 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 their size, cash flow and institutional experience.

Other Pipeline Products

NADPH Oxidase Inhibition

We believe that the management of oxidative stress is an important strategy in managing the development and progression of diseases of the eye, and we believe that NADPH oxidase inhibitors have the potential to manage oxidative stress. Oxidative stress is a condition where excess reactive oxygen intermediates generally referred to as reactive oxygen species (ROS), are produced. The production of ROS is not always pathogenic, however, many researchers believe that when the level of ROS becomes excessive, pathogenic processes are initiated, resulting in diseased tissue.

NADPH oxidase has been identified as an enzyme system that generates ROS as its primary function. NADPH oxidase has been identified in almost every tissue type and there is a significant amount of scientific literature associating NADPH oxidase activation with many systemic and ocular conditions. In the eye, the inhibition of NADPH oxidase has been shown to prevent or slow pathology in various models of ocular disease, including retinal degeneration, retinal neovascularization, choroidal neovascularization and uveitis. In addition, the presence of NADPH oxidase in corneal epithelial cells implicates it as having a possible role in dry eye, and the activation of NADPH oxidase in certain pollen grains upon hydration implicates its role in allergic conjunctivitis.

In July and August 2009, we executed agreements with Emory University, whereby we acquired exclusive, worldwide licenses of rights under patent applications covering two classes of NADPH oxidase inhibitors. Our strategy around NADPH oxidase inhibition will target, as the first indication, the treatment of dry AMD and specifically the end stage of this condition known as geographic atrophy. We have initiated a testing process to identify the optimal candidate for formulation in a sustained release dosage form for the treatment of geographic atrophy. In addition to studying NADPH oxidase inhibitors, and specifically an intraocular dosage form, to treat dry AMD, we believe that these compounds and this dosage form has the potential to treat other diseases of the eye including wet AMD, diabetic retinopathy and posterior uveitis.

Licenses and Agreements

pSivida US, Inc.

In February 2005, we entered into an agreement with pSivida to obtain rights and licenses to intellectual property rights related to pSivida’s proprietary delivery technology. Our agreement with pSivida provides us with a worldwide exclusive license to develop and sell Iluvien, which consists of a tiny polyimide tube with

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membrane caps that is filled with FA 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 provided 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.

We made initial license fee payments totaling $750,000 to pSivida in 2004, and made additional license fee payments of $750,000 to pSivida in 2005 upon the initiation of the Phase 3 trials for Iluvien for the treatment of DME.

Under the February 2005 agreement, we and pSivida agreed to collaborate on the development of Iluvien with FA for DME, and share equally in the development expenses. We and pSivida also agreed that after commercialization of such product, profits, as defined in our agreement would be shared equally.

In March 2008, we and pSivida amended and restated the agreement to provide us with 80% of the net profits and pSivida with 20% of the net profits. In connection with the March 2008 agreement we agreed to:

•  pay $12.0 million to pSivida upon the execution of the March 2008 agreement;

•  issue a $15.0 million promissory note to pSivida;

•  forgive all outstanding development payments, penalties and interest as of the effective date of the March 2008 agreement, which totaled $6.8 million;

•  continue responsibility for regulatory, clinical, preclinical, manufacturing, marketing and sales for the remaining development and commercialization of the products;

•  assume all financial responsibility for the development of the products and assume 80% of the commercialization costs of the products (instead of 50% as provided under the February 2005 agreement where commercialization costs were shared equally); and

•  make an additional milestone payment of $25.0 million after FDA approval of the first product under the March 2008 agreement to be approved by the FDA.

In addition, pursuant to the March 2008 agreement, pSivida is to continue to provide clinical supply materials for our FAME Study, PK Study and the Phase 2 clinical trials being conducted for the use of Iluvien for the treatment of dry AMD and wet AMD, perform and maintain stability testing on those supplies, and assist in the technology transfer of Iluvien to Avail.

The $15.0 million promissory note accrues interest at 8% payable quarterly and is payable in full to pSivida upon the earlier of a liquidity event as defined in the note (including an initial public offering of our common stock greater than $75.0 million), the occurrence of an event of default under our agreement with pSivida or September 30, 2012. If the note is not paid in full by March 31, 2010, the interest rate will increase to the lesser of 20% and the highest rate permitted by applicable law per annum effective April 1, 2010, and we will be required to begin making principal payments of $500,000 per month.

In connection with the March 2008 agreement, we and pSivida agreed to amend pSivida’s election in connection with our exercise of the three options so that we could develop the drug delivery devices containing the NADPH oxidase inhibitors, and pSivida would develop the drug delivery device with brimonidine. In either case, the non-developing party would receive a royalty of 10% of the net sales of such drug delivery devices from the developing party.

Our license rights to pSivida’s 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

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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.

Emory University

In July 2009, we entered into an agreement with Emory University related to the fulvene class of NADPH oxidase inhibitors. Under such agreement, Emory granted to us an exclusive, worldwide license to rights under intellectual property rights related to the fulvene class of NADPH oxidase inhibitors for the development, manufacturing, marketing and selling of pharmaceutical products containing such compounds for therapeutic and prophylactic uses for the treatment of diseases and disorders of the eye in humans. In August 2009, we entered into a second agreement with Emory University related to the triphenylmethane class of NADPH oxidase inhibitors. Under such agreement, Emory granted to us an exclusive, worldwide license to rights under intellectual property rights related to the triphenylmethane class of NADPH oxidase inhibitors for the development, manufacturing, marketing and selling of pharmaceutical products containing such compounds for therapeutic and prophylactic uses for the treatment of diseases and disorders of the eye in humans.

Under such agreements, we pay Emory University royalties in the mid-single digits of net sales of products containing such fulvene or triphenylmethane compounds, in countries in which a claim in a pending patent application or an unexpired patent that covers the applicable product exists. We also pay Emory University royalties in the low-single digits of net sales of products containing such fulvene or triphenylmethane compounds, in countries in which a claim in a pending patent application or an unexpired patent that covers the applicable product does not exist, if at least one patent that covers the applicable product has issued in the United States. Furthermore, under each agreement, we will be required to make annual minimum royalty payments in the amount of $250,000 the first calendar year after regulatory approval of the product in a major market country (i.e., the United States, Japan, China, India or any European country), $500,000 the second calendar year after regulatory approval of the product in such major market country, $1.0 million the third calendar year after regulatory approval of the product in such major market country and $2.5 million the fourth year after regulatory approval of the product in such major market country and each subsequent year thereafter for the remainder of the term of such agreement. If we terminate the agreements in India, China or Japan after we obtain regulatory approval for a licensed product, the minimum royalty in the calendar year of the termination, and in each subsequent calendar year thereafter, will increase by $250,000 for each such country in which termination occurred. We will also be required to make payments of up to $5.8 million under the fulvene license agreement and up to $5.9 million under the triphenylmethane license agreement depending upon which regulatory milestones we achieve. If we do not make any milestone payments to Emory University under the license agreements prior to the third anniversary of the effective date of the applicable license agreement, and we do not elect to terminate that license agreement in accordance with its terms, then we will be required to pay Emory University annual license maintenance fees ranging from $500,000 to $2 million (depending on when such payment is made) until a milestone payment is made under the applicable license agreement or such license agreement is terminated in accordance with its terms. As an upfront license fee for the licenses granted by Emory University to us, we issued to Emory University (and its inventors), that number of shares of our common stock with a fair market value equal to $150,000 on the date of issuance with respect to the fulvene license agreement and will issue that number of shares of our common stock with a fair market value equal to $150,000 on the date of issuance with respect to the triphenylmethane license agreement upon the earlier of (i) our mutual agreement with Emory University with respect to the strategy for filing and prosecuting certain patent applications and the implementation of such strategy by Emory University or (ii) the end of the period during which we may terminate the agreement in the event we and Emory University fail to mutually agree upon such strategy. We must also reimburse Emory University for reasonable costs and expenses incurred by Emory University in filing, prosecuting and maintaining the licensed patents.

In connection with the license agreements, we obtained an exclusive option to acquire an exclusive, worldwide license to rights under intellectual property rights related to the covered compounds for the

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development, manufacturing, marketing and selling of pharmaceutical products containing such compounds for therapeutic and prophylactic uses for the treatment of diseases and disorders in humans outside the eye. The option will include the right to sublicense to a third-party and will last for a period of up to six years. In order to retain the option over the six-year period, we will be required to make maintenance payments of $550,000 in the aggregate over a four-year period commencing two years after the effective date of the license agreement. If we exercise the option during the six-year period with respect to a license agreement and subsequently enter into an amendment to such license agreement in connection therewith, then the license granted under such license agreement will be expanded to cover the development, manufacturing, marketing and selling of products that contain the covered compounds for therapeutic and prophylactic uses for the treatment of diseases and disorders in humans outside the eye. We may grant sublicenses of the intellectual property rights granted to us under such license agreements to sublicensees. We will, however, be required to remit 25% of any royalty amounts and 20% to 45% (depending upon when the applicable sublicense is granted by us) of other payments we receive from a sublicensee to Emory University.

As a licensee, we are expected to diligently develop and commercialize the covered compounds, and failure to meet certain milestones may result in the termination of our licenses. Under the agreements, the performance of our sublicensees is deemed to be performance by us toward fulfillment of our diligence obligations. The agreements will expire on a country by country basis upon the later of (i) the expiration of the last to expire of the licensed patents in a particular country and (ii) ten years after the date of the first sale of a licensed product in such country. In addition, Emory University may terminate a license agreement if (i) we fail to cure a breach of a material term of such license agreement within 30 days after notice of such breach; (ii) a material proceeding is instituted against or by us under any bankruptcy, insolvency, moratorium or dissolution law that is not dismissed within 90 days; (iii) we assign substantially all of our assets for the benefit of creditors; (iv) we place our assets in the hands of a trustee, assignee or receiver and the receivership or trust is not dissolved or such placement is not reversed within 60 days; (v) we notify Emory University in writing that we are quitting the business of developing or selling products containing the covered compounds or (vi) we challenge the validity, enforceability and/or scope of any claim within a patent or patent application licensed to us by Emory University under such license agreement in a court or other government agency.

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 FA (or derivative or pharmaceutically acceptable salt of FA) 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 in the field of ophthalmology other pharmaceutical products. 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 United States 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, we are still expected to make the payment described above.

Government Regulation

General Overview

Government authorities in the United States and other countries extensively regulate among other things the research, development, testing, quality, efficacy, safety (pre- and post-marketing), manufacturing, labeling,

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storage, record-keeping, advertising, promotion, export, import, marketing and distribution of pharmaceutical products.

United States

In the United States, 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, our products may be seized, injunctions and monetary fines may be imposed, and we may be criminally prosecuted.

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 United States generally involves the following:

•  completion of preclinical laboratory and animal testing and formulation studies conducted under Good Laboratory Practices (GLP) regulations;

•  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 an 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 current Good Manufacturing Practice (cGMP) regulations; and

•  FDA review and approval of the NDA or BLA.

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 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 the 30-day 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.

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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 can be 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 2 and 10 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 the NDA that contains the results of non-clinical and clinical trials, together with detailed information on the chemistry, manufacturing and controls of 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 is substantial and increases every year. In fiscal year 2010, the fee will be $1.4 million.

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 3 months of the PDUFA goal 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 an approvable letter. An approvable letter contains conditions that must be met in order to secure final approval. If and when those conditions have been met to the FDA’s satisfaction, the FDA will issue an approval letter authorizing commercial marketing of the drug for the proposed indication(s). If the FDA’s evaluation of the NDA submission and audit/inspection of clinical and manufacturing procedures and facilities are not favorable, the FDA may refuse to approve the NDA and issue a not approvable letter.

Priority Review

We plan to file our NDA for Iluvien in the United States in the second quarter of 2010 followed by registration filings in certain European countries and Canada. Once our NDA has been accepted for filing, by law the FDA has 180 days to review the application and respond to the applicant. In 1992, under the PDUFA the FDA agreed to specific goals for improving the drug review time and created a two-tiered system of review times — Standard Review and Priority Review. A Priority Review designation is given to a drug product that has the potential to provide safe and effective therapy where no satisfactory alternate therapy exists or the drug product provides a significant improvement compared to marketed products, including non-drug products. Drug products that do not meet these criteria are automatically given a Standard Review designation. The 2002 amendment to the PDUFA set a goal that a Standard Review of an NDA be accomplished within a ten-month timeframe. A Priority Review means that the time it takes the FDA to review an NDA is reduced such that the goal for completing a Priority Review initial review cycle is six months.

We believe that Iluvien may be eligible for Priority Review under FDA procedures. We will request Priority Review for Iluvien at the time of we submit our NDA. Although the FDA has granted Priority Review to other products that treat retinal disease (including Visudyne, Retisert, Macugen, Lucentis and Ozurdex), Iluvien may not receive similar consideration. If granted, Priority Review may help to shorten the review time of our NDA with respect to Iluvien. However, even in the event that Iluvien is designated for Priority Review, such a designation does not necessarily mean a faster regulatory review process or necessarily confer any advantage with respect to approval compared to conventional FDA procedures. Receiving Priority Review from the FDA does not guarantee approval within the six-month review/approval cycle.

Following our NDA submission in the United States, we plan to submit registration filings in certain European countries and Canada. Currently, Priority Review is not available for applications filed in the

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European Union using the decentralized procedure. However, we plan to revisit the potential to file for Priority Review with MHRA in early 2010. We intend to apply for Priority Review in Canada.

Other Regulatory Requirements

Risk Evaluation and Mitigation Strategy (REMS).  The recently enacted 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, limitation on who may prescribe or dispense the drug or other measures that the FDA deems necessary to assure the 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 we will need to meet to continue to market 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 promotional activities involving the Internet. 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.

Foreign Regulations

Foreign regulatory systems, although varying from country to country, include risks similar to those associated with FDA regulations in the United States.

Under the European Union 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 European Medicines Agency (EMA) leads to an approval granted by the European Commission which permits marketing of the product throughout the European Union (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.

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Products that constitute a significant therapeutic, scientific or technical innovation or which are in the interests of patients at the European Union community level may also be submitted under this procedure. Our product would potentially qualify for this procedure as a product that constitutes a significant therapeutic, scientific or technical innovation.

The decentralized procedure provides for mutual recognition of nationally approved decisions and is used for products that do not comply with the requirements for the centralized procedure. Under the decentralized procedure, the holders of national marketing authorization in one of the countries within the European Union may submit further applications to other countries within the European Union, who will be requested to recognize the original authorization based on an assessment report provided by the country in which marketing authorization is held.

Our current strategy is to use the decentralized procedure. The MHRA has agreed to be our Reference Member State. A Reference Member State is responsible for coordinating the review and approval process between the United Kingdom and the five other European Union countries where we intend to seek marketing authorization.

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 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.

We own or have licensed three U.S. utility patents, one U.S. design patent and six U.S. patent applications as well as numerous foreign counterparts to many of these patents and patent applications relating to Iluvien or the Iluvien inserter. We licensed our patent rights relating to Iluvien from pSivida. Pursuant to our licensed rights, 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 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. Our licensed patent portfolio also includes a U.S. patent and a corresponding issued European patent directed to our low-dose Iluvien device and a pending U.S. patent application directed to our high-dose Iluvien device. In addition, we have patent applications directed to an inserter system for Iluvien.

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 April 2020 and counterpart filings to these patents in a number of other jurisdictions. It is unclear if a 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,

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testing and regulatory review of a potential product, it is possible that, before any of our products 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.

Employees

As of September 30, 2009, we had 21 employees, two of which hold Ph.D.s, and one of which holds an O.D. Ten of these employees were engaged in research, development and regulatory activities, and 11 were engaged in administrative support, human resources, finance, information technology and marketing activities.

Facilities

Our facilities consist of 14,000 square feet of leased office space located in Alpharetta, Georgia that houses our corporate headquarters. The corporate headquarters is staffed by those individuals responsible for the administrative support responsibilities of human resources, finance, marketing, information technology, as well as for research, development and regulatory matters. The lease on our headquarters facility expires in May 2010.

We believe that this facility is adequate to meet our current needs. We believe that if additional space is needed in the future, such space will be available on commercially reasonable terms as necessary.

Legal Proceedings

We are not currently a party to any material legal proceedings.

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MANAGEMENT

Executive Officers and Directors

The following table sets forth certain information about our executive officers and directors, including their ages and positions as of September 30, 2009.

Name	Age		Position(s)
C. Daniel Myers		55	President, Chief Executive Officer and Director
Richard S. Eiswirth, Jr.		40	Chief Financial Officer
Kenneth Green, Ph.D.		51	Senior Vice President and Chief Scientific Officer
Susan Caballa		65	Senior Vice President, Regulatory and Medical Affairs
David Holland		46	Vice President of Marketing
Philip R. Tracy(1)		66	Chairman of the Board of Directors
Mark J. Brooks(2)(3)		43	Director
Brian K. Halak, Ph.D.(1)(2)		38	Director
Anders D. Hove, M.D.(2)(3)		43	Director
Calvin W. Roberts, M.D.(3)		57	Director
Bryce Youngren(1)		38	Director

(1)	Member of the Nominating/Corporate Governance Committee
(2)	Member of the Compensation Committee
(3)	Member of the Audit Committee

Executive Officers

C. Daniel Myers is one of our co-founders and has served as our Chief Executive Officer and as a director since the founding of our company in 2003. Before founding our company, Mr. Myers was a founding member of Novartis Ophthalmics (formerly CIBA Vision Ophthalmics) and served as its Vice President of Sales and Marketing from 1991 to 1997 and as President from 1997 to 2003. Mr. Myers holds a B.S. in Industrial Management from Georgia Tech.

Richard S. Eiswirth, Jr. has served as Chief Financial Officer of our company since October 2005. From 2003 to 2005, Mr. Eiswirth served as founding partner of Brand Ignition Group, engaged in consumer products acquisition activities. From 2002 to 2005, Mr. Eiswirth served as President of Black River Holdings, Inc., a financial consultancy he founded in 2002. Mr. Eiswirth served as chief financial officer and senior executive vice president of Netzee, Inc., a provider of Internet banking solutions to community banks from 1999 to 2002. Mr. Eiswirth held various positions with Arthur Andersen, where he began his career, from 1991 to 1999. Mr. Eiswirth currently serves as chairman, audit committee chairman and member of the compensation committee of Jones Soda Co., a Seattle, Washington based beverage company, and previously served as director and audit committee chairman of Color Imaging, Inc., a Norcross, Georgia based manufacturer of printer and copier supplies. Mr. Eiswirth was previously a Certified Public Accountant in Georgia. Mr. Eiswirth holds a Bachelor’s in accounting from Wake Forest University.

Kenneth Green, Ph.D. joined us in 2004 as Vice President of Scientific Affairs, and has served as the Senior Vice President and Chief Scientific Officer of our company since January 2007. Prior to joining us, Dr. Green served as the Global Head of Clinical Sciences at Novartis Ophthalmics. He has managed ophthalmic clinical development organizations at Storz Ophthalmics, Bausch & Lomb and CIBA Vision. He started his career in the pharmaceutical industry in 1984, as a basic research scientist in drug discovery at Lederle Laboratories, and has since held positions in many areas of drug development. Dr. Green holds a B.A. in Chemistry from Southern Illinois University and a Ph.D. in Organic Chemistry from Ohio State University.

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Susan Caballa has served as the Senior Vice President of Regulatory and Medical Affairs of our company since 2004. Prior to joining us, Ms. Caballa served as the Vice President of Regulatory and Medical Affairs at Novartis Ophthalmics from 1999 to 2004. Ms. Caballa also held various regulatory management positions with the following companies engaged in the development and marketing of ophthalmic products: Allergan, Inc. (1983-1987), Iolab Corporation, a J&J Company (1987-1994) and Alcon Laboratories, Inc. (1994-1999). Ms. Caballa holds a B.S. in Chemistry and a Masters in Chemistry from the University of Santo Tomas and University of the Philippines.

David Holland is one of our co-founders and has served as the Vice President of Marketing since the founding of our company in 2003. Prior to founding our company, Mr. Holland served as the Vice President of Marketing of Novartis Ophthalmics from 1998 to 2003. In 1997, Mr. Holland served as Global Head of the Lens Business at CIBA Vision and in 1996, Global Head of the Lens Care Business of CIBA Vision. From 1992 to 1995, Mr. Holland served as the Director of Marketing for CIBA Vision Ophthalmics. From 1989 to 1991, Mr. Holland served as New Products Manager for CIBA Vision. From 1985 to 1989, Mr. Holland served as a Brand Assistant and Assistant Brand Manager of Procter and Gamble. Mr. Holland holds a B.A. in Politics from Princeton University.

Directors

Philip R. Tracy has been a member of our board of directors since 2004. Since 1998, Mr. Tracy has served as a Venture Partner of Intersouth Partners. He is also counsel to the Raleigh, North Carolina law firm Smith, Anderson, Blount, Dorsett, Mitchell & Jernigan, L.L.P. Previously, Mr. Tracy was employed by Burroughs Wellcome Co. from 1974 to 1995 and served as President and Chief Executive Officer from 1989 to 1995. Mr. Tracy holds an L.L.B. from George Washington University and a B.A. from the University of Nebraska.

Mark J. Brooks has been a member of our board of directors since 2004. Since its formation in January 2007, Mr. Brooks has served as a Managing Director of Scale Venture Partners. Prior to joining Scale Venture Partners, from 1995 Mr. Brooks worked for Bank of America Ventures, ultimately serving as a Managing Director. Mr. Brooks also serves on the Board of Directors of IPC The Hospitalist Company, Inc., a publicly traded provider of hospitalist services, and also serves on the Board of four privately held companies: National Healing Corporation, LivHome, Inc., Spinal Kinetics, Inc., and Oraya Therapeutics, Inc. Mr. Brooks holds an M.B.A. from the Wharton School at the University of Pennsylvania and a B.A. in Economics from Dartmouth College.

Brian K. Halak, Ph.D. has been a member of our board of directors since 2004. Since 2006, Dr. Halak has served as a Partner of Domain Associates, L.L.C. Prior to joining Domain Associates, L.L.C., Dr. Halak served as an analyst of Advanced Technology Ventures from 2000 to 2001. From 1993 to 1995, Dr. Halak has served as an analyst of Wilkerson Group. Dr. Halak holds a Doctorate in Immunology from Thomas Jefferson University and a B.S. in Engineering from the University of Pennsylvania.

Anders D. Hove, M.D. has been a member of our board of directors since 2005. Since January 2004, Dr. Hove has been a Partner of Venrock Partners, a venture capital firm. From 1996 to 2004, Dr. Hove was a Fund Manager at BB Biotech Fund, an investment firm, and from 2002 to 2003 he served as Chief Executive Officer of Bellevue Asset Management, an investment company. Dr. Hove serves on the boards of directors of a number of public and privately-held companies. Dr. Hove has an M.D. from the University of Copenhagen, a M.Sc. from the Technical University of Denmark and an MBA from INSEAD.

Calvin W. Roberts, M.D. has been a member of our board of directors since 2003. Since 1982, Dr. Roberts has served as a Clinical Professor of Ophthalmology at Weill Medical College of Cornell University. Since 1989, Dr. Roberts has also served as a consultant to Allergan, Inc., Johnson & Johnson and Novartis. Dr. Roberts holds an A.B. from Princeton University and an M.D. from the College of Physicians and Surgeons of Columbia University. Dr. Roberts completed his internship and ophthalmology residency at Columbia Presbyterian Hospital in New York and completed cornea fellowships at Massachusetts Eye and Ear Infirmary and the Schepens Eye Research Institute in Boston.

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Bryce Youngren has been a member of our board of directors since 2005. Since 2002, Mr. Youngren has worked at Polaris Venture Partners, most recently as a General Partner. Prior to joining Polaris, Mr. Youngren served as a Senior Associate at Great Hill Partners from 1999 to 2002. From 1996 to 1997, Mr. Youngren served as an Analyst for Willis Stein & Partners. From 1994 to 1996, Mr. Youngren served as an Analyst for Bear Stearns & Co. Mr. Youngren holds an M.B.A. from The Wharton School at the University of Pennsylvania and a B.A. in Economics from the University of Illinois at Urbana-Champaign.

Governance and Board Composition

Classified Board.  Our restated certificate of incorporation that will become effective as of the closing of this offering provides for a classified board of directors consisting of three classes of directors, each serving a staggered three-year term. As a result, a portion of our board of directors will be elected each year from and after the closing of the offering. To implement the classified structure upon the consummation of the offering, Class I director nominees will be elected to one-year terms, Class II director nominees will be elected to two-year terms and Class III director nominees will be elected to three-year terms. Thereafter, directors will be elected for three-year terms.

C. Daniel Myers and Calvin W. Roberts have been designated as Class I directors whose term will expire at the 2010 annual meeting of stockholders, assuming the completion of the proposed offering. Bryce Youngren, Anders D. Hove and Phillip R. Tracy have been designated as Class II directors whose term will expire at the 2011 annual meeting of stockholders, assuming completion of the proposed offering. Brian K. Halak and Mark J. Brooks have been designated as Class III directors whose term will expire at the 2012 annual meeting of stockholders, assuming completion of the proposed offering. Our amended and restated bylaws that will become effective as of the closing of the offering provide that the number of authorized directors may be changed only by resolution of a number of directors that is more than half of the number of directors then authorized (including any vacancies). Any additional directorships resulting from an increase in the number of authorized directors will be distributed among the three classes so that, as nearly as reasonably possible, each class will consist of one-third of the directors. The classification of the board of directors may have the effect of delaying or preventing changes in control of our company.

Independent Directors.  Each of our directors other than C. Daniel Myers qualifies as an independent director in accordance with the published listing requirements of the Nasdaq Global Market (Nasdaq). The Nasdaq independence definition includes a series of objective tests, such as that the director is not also one of our employees and has not engaged in various types of business dealings with us. In addition, as further required by the Nasdaq rules, our board of directors has made a subjective determination as to each independent director that no relationships exist which, in the opinion of our board of directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. In making these determinations, our directors reviewed and discussed information provided by the directors and us with regard to each director’s business and personal activities as they may relate to us and our management.

Board Structure and Committees.  Our board of directors has established an audit committee, a compensation committee and a nominating/corporate governance committee.

Our board of directors and its committees set schedules to meet throughout the year, and also can hold special meetings and act by written consent from time to time as appropriate. The independent directors of our board of directors also will hold separate regularly scheduled executive session meetings at least twice a year at which only independent directors are present. Our board of directors has delegated various responsibilities and authority to its committees as generally described below. The committees will regularly report on their activities and actions to the full board of directors. Each member of each committee of our board of directors qualifies as an independent director in accordance with the Nasdaq standards described above and SEC rules and regulations. Each committee of our board of directors has a written charter approved by our board of directors. Upon the effectiveness of the registration statement of which this prospectus forms a part, copies of each charter will be posted on our Web site at http://www.alimerasciences.com under the Investor Relations section. The inclusion of our Web site address in this prospectus does not include or incorporate by reference the information on our Web site into this prospectus.

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Audit Committee.  Our audit committee currently consists of Mark J. Brooks, Anders D. Hove and Calvin W. Roberts. Prior to the effective time of this prospectus, our audit committee will consist of Calvin W. Roberts and two additional directors who satisfy the independence requirements under the Nasdaq and SEC rules and regulations and have an understanding of fundamental financial statements. Dr. Hove currently serves as chairman of the audit committee.

Mr.            qualifies as an “audit committee financial expert” as that term is defined in the rules and regulations of the SEC. The designation of Mr.            as an “audit committee financial expert” does not impose on him any duties, obligations or liability that are greater than those that are generally imposed on him as a member of our audit committee and our board of directors, and his designation as an “audit committee financial expert” pursuant to this SEC requirement does not affect the duties, obligations or liability of any other member of our audit committee or board of directors.

The audit committee monitors our corporate financial statements and reporting and our external audits, including, among other things, our internal controls and audit functions, the results and scope of the annual audit and other services provided by our independent registered public accounting firm and our compliance with legal matters that have a significant impact on our financial statements. Our audit committee also consults with our management and our independent registered public accounting firm prior to the presentation of financial statements to stockholders and, as appropriate, initiates inquiries into aspects of our financial affairs. Our audit committee is responsible for establishing procedures for the receipt, retention and treatment of complaints regarding accounting, internal accounting controls or auditing matters, and for the confidential, anonymous submission by our employees of concerns regarding questionable accounting or auditing matters, and has established such procedures to become effective upon the effectiveness of the registration statement of which this prospectus forms a part. In addition, our audit committee is directly responsible for the appointment, retention, compensation and oversight of the work of our independent auditors, including approving services and fee arrangements. All related party transactions will be approved by our audit committee before we enter into them.

Both our independent auditors and internal financial personnel regularly meet with, and have unrestricted access to, the audit committee.

Compensation Committee.  Our compensation committee consists of Mark J. Brooks, Brian K. Halak and Anders D. Hove. Our board of directors has determined that Mr. Brooks, Dr. Halak and Dr. Hove satisfy the independence requirements of the Nasdaq and the SEC rules and regulations. Each member of this committee is a non-employee director, as defined pursuant to Rule 16b-3 promulgated under the Securities Exchange Act of 1934, as amended, and an outside director, as defined pursuant to Section 162(m) of the Internal Revenue Code of 1986, as amended. Dr. Halak serves as chairman of the compensation committee.

The compensation committee reviews and approves our compensation policies and all forms of compensation to be provided to our executive officers and directors, including, among other things, annual salaries, bonuses, and other incentive compensation arrangements. In addition, our compensation committee will administer our stock option and employee stock purchase plans, including granting stock options to our executive officers and directors. Our compensation committee also reviews and approves employment agreements with executive officers and other compensation policies and matters.

Nominating/Corporate Governance Committee.  Our nominating/corporate governance committee currently consists of Brian K. Halak, Philip R. Tracy and Bryce Youngren. Our board of directors has determined that Dr. Halak, Mr. Tracy and Mr. Youngren satisfy the independence requirements of the Nasdaq and the SEC rules and regulations. Mr. Tracy serves as chairman of the nominating/corporate governance committee.

Our nominating/corporate governance committee identifies, evaluates and recommends nominees to our board of directors and committees of our board of directors, conducts searches for appropriate directors and evaluates the performance of our board of directors and of individual directors. The nominating/corporate governance committee is also responsible for reviewing developments in corporate governance practices, evaluating the adequacy of our corporate governance practices and reporting and making recommendations to the board concerning corporate governance matters.

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Code of Ethics and Business Conduct.  Our board of directors has adopted a code of ethics and business conduct that will become effective upon the effectiveness of the registration statement of which this prospectus forms a part. This code of ethics and business conduct will apply to all of our employees, officers (including our principal executive officer, principal financial officer and principal accounting officer or controller, or persons performing similar functions) and directors. Upon the effectiveness of the registration statement of which this prospectus forms a part, the full text of our code of ethics and business conduct will be posted on our Web site at www.alimerasciences.com under the Investor Relations section. We intend to disclose future amendments to certain provisions of our code of ethics and business conduct, or waivers of such provisions, applicable to our directors and executive officers (including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions) at the same location on our Web site identified above and also in a Current Report on Form 8-K within four business days following the date of such amendment or waiver. The inclusion of our Web site address in this prospectus does not include or incorporate by reference the information on our Web site into this prospectus.

Compensation Committee Interlocks and Insider Participation

None of our executive officers serves as a member of the board of directors or compensation committee, or other committee serving an equivalent function, of any other entity that has one or more of its executive officers serving as a member of our board of directors or compensation committee. None of the current members of our compensation committee has ever been employed by us.

Executive Officers

Each of our executive officers has been elected by our board of directors and serves until his or her successor is duly elected and qualified.

Director Compensation

On October 27, 2009, our board of directors adopted a compensation program for outside directors. This program will begin on the effective date of this Registration Statement. Pursuant to this program, each member of our board of directors who is not our employee will receive a $20,000 annual retainer, except that the chairman of our board of directors will receive a $25,000 annual retainer. The chairman of the audit committee will receive an additional annual retainer of $7,500, and the chairman of each other committee will receive an additional annual retainer of $3,500. Each other non-employee director serving as a member of a committee will receive an additional annual retainer of $2,000 for service on that committee. All retainer fees will be paid in four quarterly payments.

Each non-employee director who first becomes a member of the board of directors after the effective date of this Registration Statement will receive an initial, one-time option award to purchase 20,000 shares of our common stock upon his or her election to our board of directors. Each non-employee director who served as a board member prior to the effective date of this Registration Statement and who continues as a member of the board of directors after such date will receive an initial, one-time option award to purchase 7,500 shares of our common stock upon the effective date of this Registration Statement. Each year beginning in 2010, each non-employee director who will continue to be a director after the annual meeting of our stockholders will be granted an option for 7,500 shares of our common stock at that annual meeting. However, a non-employee director who is receiving the 20,000-share option will not receive the 7,500-share option in the same calendar year.

Each initial stock option will vest and become exercisable with respect to 25% of the option shares after one year of service on the board of directors and an additional 6.25% of the option shares for each subsequent three-month period thereafter. Each annual stock option will be vested and exercisable at the date of grant. Each option granted under the directors’ option grant program that is not fully vested on the date of grant will become fully vested upon a change in control of the company and will also become fully vested if the non-employee director’s service terminates due to death. All options granted to the non-employee directors will have an exercise price equal to the fair market value of our common stock on the date of the grant.

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We currently have a policy to reimburse directors for travel, lodging and other reasonable expenses incurred in connection with their attendance at board and committee meetings.

Limitation of Liability and Indemnification

Prior to the effective date of this offering, we entered into indemnification agreements with each of our officers and directors. The agreements provide that we will indemnify each of our officers and directors against any and all expenses incurred by that officer or director because of his or her status as one of our officers or directors, to the fullest extent permitted by Delaware law, our restated certificate of incorporation and bylaws. In addition, the agreements provide that, to the fullest extent permitted by Delaware law, but subject to various exceptions, we will advance all expenses incurred by our directors in connection with a legal proceeding.

Our restated certificate of incorporation and bylaws contain provisions relating to the limitation of liability and indemnification of directors. The restated certificate of incorporation provides that our directors will not be personally liable to us or our stockholders for monetary damages for any breach of fiduciary duty as a director, except for liability:

•  for any breach of the director’s duty of loyalty to us or our stockholders;

•  for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law;

•  in respect of unlawful payments of dividends or unlawful stock repurchases or redemptions as provided in Section 174 of the Delaware General Corporation Law; or

•  for any transaction from which the director derives any improper personal benefit.

Our restated certificate of incorporation also provides that if Delaware law is amended, after the approval by our stockholders of our restated certificate of incorporation, to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of our directors will be eliminated or limited to the fullest extent permitted by Delaware law. The foregoing provisions of the restated certificate of incorporation are not intended to limit the liability of directors or officers for any violation of applicable federal securities laws. As permitted by Section 145 of the Delaware General Corporation Law, our restated certificate of incorporation provides that we may indemnify our directors to the fullest extent permitted by Delaware law and the restated certificate of incorporation provisions relating to indemnity may not be retroactively repealed or modified so as to adversely affect the protection of our directors.

In addition, as permitted by Section 145 of the Delaware General Corporation Law, our amended and restated bylaws provide that we are authorized to enter into indemnification agreements with our directors and officers and we are authorized to purchase directors’ and officers’ liability insurance, which we currently maintain to cover our directors and executive officers.

Compensation Discussion and Analysis

This section discusses our executive compensation polices and decisions and the most important factors relevant to an analysis of these policies and decisions. It provides qualitative information regarding the manner and context in which compensation is awarded to and earned by our executive officers and offers perspective on the data presented in the tables and narrative that follow.

Compensation Philosophy and Objectives

As a biopharmaceutical company, we operate in an extremely competitive, rapidly changing and heavily regulated industry. We believe that the skill, talent, judgment and dedication of the executive officers and our other key employees are critical factors affecting our long-term stockholder value. Therefore, our goal is to maintain a compensation program that will fairly compensate employees, attract and retain highly qualified employees, motivate the performance of employees towards, and reward the achievement of, clearly defined corporate goals, and align employees’ long-term interests with those of our stockholders. To that end, our

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executive officers’ compensation has three primary components: base compensation or salary, annual incentive compensation or bonus and stock option awards. In addition, we provide our executive officers a variety of benefits that are available generally to all salaried employees.

We view the components of compensation as related but distinct. Although we review the total compensation of our executive officers, we do not believe that significant compensation derived from one component of compensation should negate or reduce compensation from other components. Our executive officer compensation philosophy is to (1) provide overall compensation, when targeted levels of performance are achieved, which is at the median of pay practices of a peer group selected, among other criteria, for similarities in size, business model and stage of development, and (2) emphasize at-risk equity compensation over annual cash compensation to attract and retain officers and align most of their compensation with long-term stockholders’ interests. Our annual cash incentives and our stock option awards are aligned with our achievement of corporate strategic and operating goals. We believe that successful execution against goals is the best way to enhance long-term stockholder value.

We determine the appropriate level for each compensation component based in part, but not exclusively, on competitive benchmarking consistent with our recruiting and retention goals, our view of internal equity and consistency, our overall performance and other considerations we deem relevant. For annual compensation reviews we evaluate each executive’s performance, look to industry trends in compensation levels and generally seek to ensure that compensation is appropriate for an executive’s level of responsibility and for promotion of future performance. Except as described below, we have not adopted any formal or informal policies or guidelines for allocating compensation between long-term and currently paid out compensation, between cash and non-cash compensation or among different forms of non-cash compensation. However, our philosophy is to make a greater percentage of an employee’s compensation performance-based and to keep cash compensation to a nominally competitive level while providing the opportunity to be well rewarded through equity if we perform well over time. We also believe that for life science companies, stock-based compensation is a significant motivator in attracting employees, and while base salary and the potential for cash bonuses must be at competitive levels, performance is most significantly impacted by appropriately relating the potential for creating stockholder value to an individual’s compensation potential through the use of stock options.

We do not have stock ownership guidelines for our officers, because the compensation committee is satisfied that stock and option holdings among our directors and executive officers are sufficient at this time to provide motivation and to align this group’s interests with those of our stockholders. In addition, we believe that stock ownership guidelines are rare in development-stage biopharmaceutical companies, which means that ownership requirements would put us at a competitive disadvantage.

Compensation Committee

The compensation committee of our board of directors is comprised of three non-employee members of the board of directors. The compensation committee’s basic responsibility is to review the performance of our management in achieving corporate objectives and to ensure that the executive officers are compensated effectively in a manner consistent with our compensation philosophy and competitive practice. In fulfilling this responsibility, the compensation committee reviews the performance of each executive officer each year. The chief executive officer, as the manager of the executive team, assesses the executives’ contributions to the corporate goals and makes a recommendation to the compensation committee with respect to any merit increase in salary, cash bonus and stock option award for each member of the executive team. The compensation committee meets with the chief executive officer to evaluate, discuss and modify or approve these recommendations. The compensation committee also conducts a similar evaluation of the chief executive officer’s contributions when the chief executive officer is not present, and determines any increase in salary, cash bonus and annual replenishment equity award.

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Compensation Consultant

The compensation committee has not engaged a compensation consultant for advice on matters related to compensation for executive officers, other key employees and non-employee directors.

Peer Group

In late 2007, the compensation committee established a peer group to better align target compensation with competitive data. Our peer group, which is listed below, was selected by the compensation committee, based on a review of biopharmaceutical companies that were similar to us in market capitalization, development stage and business model. The compensation committee intends to continue reviewing and revising the peer group periodically to ensure that it continues to reflect companies similar to us in size and development stage.

• Achillion

• Aegerion

• Amicus

• Biolex

• Cadence

• Elixir

• Inhibitex

• MAP

• Neurogesx

• Orexigen

• Pharmasset

• Replidyne

• Sirtris

• Synta

• Targacept

• Targanta

• Vanda

Principal Elements of Compensation

Base Salaries.  Base salaries are set to reflect compensation commensurate with the individual’s current position and work experience. Our goal in this regard is to attract and retain high-caliber talent for the position and to provide a base wage that is not subject to performance risk. Salary for the chief executive officer and the other executive officers is established based on the underlying scope of their respective responsibilities, taking into account competitive market compensation. The base salary for each executive officer is targeted at the median compared to similar positions in the peer companies. In certain circumstances in which an executive officer is uniquely critical to our success or due to the intensely competitive environment for highly qualified employees in this industry, base salary levels may exceed the median target for certain executive officers. We review base salaries for the executive officers annually near the end of each year, and the chief executive officer proposes salary adjustments to the compensation committee based on any changes in our competitive market salaries, individual performance and/or changes in job duties and responsibilities. The compensation committee then determines any salary adjustment percentage applicable to the executive officers. Prior to 2008, our competitive analysis was primarily based upon salary surveys publicly available to us, or made available to us based upon our participation in the survey. Beginning in late 2007, for purposes of determining the executive salaries for 2008, the competitive market analysis was made in comparison to our peer group. Effective January 1, 2009, Mr. Myers’s salary was increased to $353,600, Mr. Eiswirth’s salary was increased to $249,600, Dr. Green’s salary was increased to $260,000, Ms. Caballa’s salary was increased to $228,800 and Mr. Holland’s salary was increased to $218,400.

Annual Incentive Compensation.  Annual cash incentives for the executive officers are designed to reward the achievement of overall performance by our executives each year, which we believe in turn should increase stockholder value. Annual incentive awards are determined and paid out based upon the following criteria:

•  50% based upon the achievement of individual performance goals;

•  25% based upon our achievement of corporate performance goals; and

•  25% based upon the subjective assessment by the compensation committee of the progress of the executive team towards our strategic objectives.

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The annual performance goals, both corporate and individual, are established at the beginning of the fiscal year and are clearly communicated and measurable. A target bonus is set for each executive officer based on targets for comparable positions and is stated in terms of a percentage of the officer’s annualized base salary for the year. The target bonus for each named executive officer is targeted at the median of the peer group. The target bonus for our chief executive officer is 40% of his annualized base salary, and 25% of annualized base salary for each of the other named executives.

Early each year, the executive team proposes a set of corporate performance objectives and proposes percentage weights to be allocated to each goal, with higher weights given to those goals that we believe will have a greater impact on our value and/or are more challenging to achieve within the time frame specified. The compensation committee evaluates and approves the final goals and weightings. The individual goals of our chief executive officer and other named executives are established in a manner to align their performance objectives with, and support the achievement of, our corporate performance goals. Our chief executive officer proposes his annual individual performance goals and percentage weights to the compensation committee for its consideration and approval. The performance goals and percentage weights of the remaining named executives are determined individually by the chief executive officer and the specific named executive.

At the end of each year, our chief executive officer assesses his and the named executives’ achievement of their individual performance goals for the year, and recommends a percentage payout for each individual for the 50% of the target bonus that is allocated to individual performance goals. The compensation committee accepts and approves that percentage as is, or adjusts it to the extent the compensation committee deems appropriate. Our chief executive officer and his management team also assess our achievement of corporate performance goals, and recommend a percentage payout for the 25% of the target bonus that is allocated to corporate performance goals. The compensation committee accepts and approves that percentage as is, or adjusts it to the extent the compensation committee deems appropriate. The remaining 25% of the annual incentive compensation is determined at the discretion of the compensation committee. The compensation committee evaluates subjective criteria, including, but not limited to, its assessment of the management team’s stewardship of the company, contributions to improving stockholder value, and strategic planning for long-term goals.

For 2008, the corporate goals and their respective weights were two milestones related to the preparation for a possible offering of the Company’s common stock (35% in the aggregate), two milestones related to the development and eventual registration of Iluvien (25% in the aggregate), one goal associated with the amendment of our agreement with pSivida (20%) and one objective related to the progress of our development pipeline (20%). The 2008 individual goals for Mr. Myers were one goal associated with the amendment of our agreement with pSivida (20%), two milestones related to the preparation for a possible offering of the Company’s common stock (35% in the aggregate), one objective related to our research and development activities (20%), five milestones related to the pre-marketing efforts for Iluvien (15% in the aggregate), and one milestone related to the technology transfer of Iluvien (10%). The individual goals for Mr. Eiswirth were timely completion of the 2007 audit (15%), three milestones related to the preparation for a possible offering of the Company’s common stock (60% in the aggregate), and one goal associated with the amendment of our agreement with pSivida (25%). The individual goals for Dr. Green were two milestones related to the preparation for a possible offering of the company’s common stock (35% in the aggregate) and four other objectives related to our research and development activities (65% in the aggregate). The individual goals for Ms. Caballa were five milestones related to Iluvien (65% in the aggregate), two milestones related to new-product development (20% in the aggregate), and three other objectives (15% in the aggregate). Finally, the individual goals for Mr. Holland were 12 milestones related to the packaging, market development and branding of Iluvien (65% in the aggregate), two milestones related to the completion of a pharmaco-economic study (20% in the aggregate), and three milestones related to support for corporate objectives (15% in the aggregate).

The 2008 bonus payout for our chief executive officer was 40% of salary, and ranged from 25% to 26% for the remaining named executives. All executives received 103% of the amount available for corporate goals, and 100% of the amount that was determined at the discretion of the compensation committee. The personal goal achievement of each executive for 2008 was 99% for Mr. Myers, 110% for Mr. Eiswirth, 100% for

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Dr. Green, 96% for Ms. Caballa, and 99% for Mr. Holland. The Non-Equity Incentive Compensation Plan column of the “Summary Compensation Table” on page 93 sets forth bonuses earned by the named executive officers for performance in 2008.

For 2009, the corporate goals and their respective weights are one target related to the presentation of our open-label Phase 2 human pharmacokinetic clinical trial (the PK Study) month 12 study data at a prestigious industry convention (10%), one goal associated with the completion of registration batches of Iluvien (20%), one milestone related to the month 24 readout from our FAME Study (50%) and two objectives related to cash management and financing (20%). The 2009 individual goals for Mr. Myers are one milestone linked to the month 24 FAME Study data readout (35%), one target linked to cash management (10%), one target associated with raising additional capital (15%), one goal associated with the completion of registration batches of Iluvien (15%), one milestone linked to preparation for the New Drug Application (NDA) filing (15%) and one objective associated with development of the pre-launch marketing analysis (10%). The individual goals for Mr. Eiswirth are one objective related to the 2008 financial audit (20%), one target linked to cash management (20%), one target associated with raising additional capital (20%), one goal related to building relationships with financial analysts and investment bankers (20%) and one objective associated with managing the evaluation of strategic options (20%). The individual goals for Dr. Green are one target related to the month 24 FAME Study data readout (30%), two objectives associated with the PK Study (40%) and one target linked to preparation for the NDA filing (30%). The individual goals for Ms. Caballa are one objective tied to the management of technology transfer (10%), two targets related to the completion of registration batches of Iluvien (25%), one goal associated with stability studies (15%), one milestone related to the European health authorities (10%), three targets linked to preparation for the NDA filing (35%) and one departmental cash management goal (5%). The individual goals for Mr. Holland are three targets linked to Pharmaco-Economics (20%), one objective linked to management of public relations (20%), six targets related to market development for Iluvien (30%) and three goals tied to preparation for the launch of Iluvien (30%). Based on our historical performance against our objectives and our year-to-date performance, we consider it likely that we will attain between 90% and 95% of our corporate and individual goals.

Long-Term Incentive Compensation.  We utilize stock options for our long-term equity compensation to ensure that our executive officers have a continuing stake in our long-term success. Because our executive officers are awarded stock options with an exercise price equal to the fair market value of our common stock on the date of grant, the determination of which is discussed below, these options will have value to our executive officers only if the market price of our common stock increases after the date of grant. Typically, our stock option grants to new employees vest at the rate of 25% after the first year of service, with the remainder vesting ratably over the subsequent 36 months. We do not use a targeted cash/equity split to set officer compensation.

Our board of directors has historically determined the value of our common stock based upon the consideration of several factors impacting our valuation. We do not have any program, plan or obligation that requires us to grant equity compensation on specified dates and, because we have not been a public company, we have not made equity grants in connection with the release or withholding of material non-public information. As a public company, we intend to grant equity awards at fair market value (the closing price) on the date that the grant occurs. We anticipate granting equity awards on a periodic basis.

Generally, in order to align his or her interests with those of our stockholders, a significant stock option grant is made to an executive officer at the first regularly scheduled meeting of the compensation committee after the officer commences employment. Generally, the compensation committee determined the amount of the grant with the goal of setting each executive’s total beneficial ownership at a level equivalent to the median of the comparable positions within the peer group. In certain circumstances in which an executive officer is uniquely critical to our success, the compensation committee targeted a level of total beneficial ownership in excess of the median.

In March 2008, subsequent to our acquisition of increased equity in the future profits of Iluvien and the closing of the first tranche of our Series C preferred stock sale, the compensation committee made a replenishment grant to our executive officers to reward each officer for his part in completing the acquisition and to reduce the dilutive impact of the Series C preferred stock sale to each officer. The amount of each

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grant was in proportion to each officer’s total beneficial ownership prior to the grant. The exercise price of each grant was $0.71 per share, and the grants covered the number of shares set forth below:

C. Daniel Myers	680,454
Richard S. Eiswirth, Jr.	157,579
Kenneth Green, Ph.D.	229,206
Susan Caballa	157,579
David Holland	171,904

In addition, the compensation committee granted Mr. Eiswirth an option for 100,000 shares on June 25, 2008 for his contributions toward the preparation for a possible offering of the company’s common stock. The exercise price of this grant was $1.14 per share.

In August of 2009, subsequent to our acquisition of further equity in the future profits of Illuvien and the closing of the Series C-1 preferred stock sale, the compensation committee made an additional replenishment grant to our executive officers to reduce the dilutive impact of the Series C-1 preferred stock sale to each officer. The amount of the additional grant was in proportion to each officer’s total beneficial ownership prior to the grant. The exercise price of each grant was $1.18 per share, and the grants covered the number of shares set forth below:

C. Daniel Myers	360,932
Richard S. Eiswirth, Jr.	96,501
Kenneth Green, Ph.D.	125,110
Susan Caballa	83,391
David Holland	93,833

The compensation committee plans to consider future replenishments of equity awards for executive officers annually based upon recommendations from the chief executive officer and in comparison to the peer group. We believe that the resulting overlapping vesting schedule from awards made in prior years, together with the number of shares subject to each award, helps ensure a meaningful incentive to remain in our employ and to enhance stockholder value over time. Stock option grants made to executives generally vest quarterly over a four-year period with an initial one-year cliff.

Severance and Change in Control

Each of our executives has a provision in his or her employment agreement providing for certain severance benefits in the event of termination without cause, or the executive’s decision to terminate his or her employment for good reason after a change in control. These severance provisions are described in the “— Employment Agreements” section below.

In June 2008 our board of directors established acceleration provisions for unvested options in the event of a change in control. Under these provisions, unvested options vest in full in the event that the stock options are not continued or replaced with an alternate security, the executive is terminated without cause, or the executive terminates his employment for good reason. See “— Potential Payments upon Termination or Change in Control” below for estimates of severance and change in control benefits.

We believe these severance and change in control arrangements mitigate some of the risk that exists for executives working in a smaller company. These arrangements are intended to attract and retain qualified executives who could have other job alternatives that may appear to them to be less risky absent these arrangements. Because of the significant acquisition activity in the life science industry, there is a possibility that we could be acquired in the future. Accordingly, we believe that the larger severance packages resulting from terminations related to change in control transactions, and bonus and vesting packages relating to the change in control itself, will provide an incentive for these executives to help execute such a transaction from its early stages until closing.

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Other Benefits

Executive officers are eligible to participate in all of our employee benefit plans, such as medical, dental, vision, group life, disability and accidental death and dismemberment insurance and our 401(k) plan, in each case on the same basis as other employees, subject to applicable law. We also provide vacation and other paid holidays to all employees, including our executive officers, which are comparable to those provided at peer companies. At this time, we do not provide special benefits or other perquisites to our executive officers.

Financial Restatement

Our compensation committee has not adopted a policy on whether or not we will make retroactive adjustments to any cash or equity-based incentive compensation paid to executive officers (or others) where the payment was predicated upon the achievement of financial results that were subsequently the subject of a restatement. Our compensation committee believes that this issue is best addressed when the need actually arises, when all of the facts regarding the restatement are known.

Tax and Accounting Treatment of Compensation

Section 162(m) of the Internal Revenue Code places a limit of $1.0 million per person on the amount of compensation that we may deduct in any one year with respect to each of our named executive officers other than the chief financial officer. There is an exemption from the $1.0 million limitation for performance-based compensation that meets certain requirements. All grants of options or stock appreciation rights under our 2009 Equity Incentive Plan are intended to qualify for the exemption. See “Management — Equity Benefit Plans — 2009 Equity Incentive Plan” for additional information. Grants of restricted shares or stock units under our 2009 Equity Incentive Plan may qualify for the exemption if vesting is contingent on the attainment of objectives based on the performance criteria set forth in the plan and if certain other requirements are satisfied. Grants of restricted shares or stock units that vest solely on the basis of service cannot qualify for the exemption. Our current cash incentive plan is not designed to qualify for the exemption. To maintain flexibility in compensating officers in a manner designed to promote varying corporate goals, our compensation committee has not adopted a policy requiring all compensation to be deductible. Although tax deductions for some amounts that we pay to our named executive officers as compensation may be limited by section 162(m), that limitation does not result in the current payment of increased federal income taxes by us due to our significant net operating loss carry-forwards. Our compensation committee may approve compensation or changes to plans, programs or awards that may cause the compensation or awards to exceed the limitation under section 162(m) if it determines that such action is appropriate and in our best interests.

We account for equity compensation paid to our employees under the rules of SFAS 123R, which requires us to estimate and record an expense for each award of equity compensation over the service period of the award. Accounting rules also require us to record cash compensation as an expense at the time the obligation is accrued. We have not tailored our executive compensation program to achieve particular accounting results.

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Executive Compensation

2008 Summary Compensation Table

The following table provides information regarding the compensation of each of the individuals who served as our principal executive officer and principal financial officer in 2008 and each of the next three most highly compensated executive officers during 2008. We refer to these executive officers as our named executive officers.

										Non-Equity
								Option		Incentive Plan			All Other
			Salary		Bonus(1)			Awards(2)		Compensation(3)			Compensation(4)		Total
Name	Year		($)		($)			($)		($)			($)		($)
C. Daniel Myers		2008		340,000		34,085			228,559		102,255			4,382		709,281
President and Chief Executive Officer
Richard S. Eiswirth, Jr.		2008		240,000		15,863	(5)		94,318		47,588	(5)		5,613		403,382
Chief Financial Officer
Kenneth Green, PhD.		2008		250,000		15,742	(5)		143,480		47,227	(5)		5,613		462,062
Senior Vice President, Scientific Affairs and Chief Scientific Officer
Susan Caballa		2008		220,000		13,578			78,890		40,734			5,613		358,815
Senior Vice President, Regulatory and Medical Affairs
David Holland		2008		210,000		13,158			43,755		39,473			5,613		311,999
Vice President, Marketing

(1)	The amounts set forth in this column represent the discretionary bonuses paid to executives based on the board of directors’ approval. Discretionary bonus amounts were earned in and paid in 2008 for all executives with the exception of Mr. Eiswirth and Dr. Green, who were paid the 2008 earned amount in 2009.
(2)	The amounts in this column represent the dollar amount recognized for financial statement reporting purposes with respect to the fiscal year in accordance with ASC 718, excluding forfeiture estimates. See Note 11 of the Notes to our Financial Statements included elsewhere in this prospectus for a discussion of our assumptions in determining the ASC 718 values of our option awards.
(3)	The Non-Equity Incentive Plan Compensation represents the bonus paid to executives based on personal and corporate targets as defined in our Incentive Compensation Bonus Plan and approved by the board of directors.
(4)	All Other Compensation represents group term life insurance premiums, short-term and long-term disability gross-ups paid on an executive’s behalf.
(5)	Represents amount paid in January 2009 for bonus earned for fiscal year 2008.

“Salary,” “bonus” and “non-equity incentive plan compensation” accounted for the following percentages of the “total” compensation of our named executive officers:

							Non-Equity
							Incentive
							Plan
Name	Salary			Bonus			Compensation
C. Daniel Myers		35	%		4	%		11	%
Richard S. Eiswirth, Jr.		45	%		3	%		9	%
Kenneth Green, Ph.D.		52	%		3	%		10	%
Susan Caballa		56	%		4	%		10	%
David Holland		54	%		3	%		10	%

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2008 Grants of Plan-Based Awards

The following table shows information regarding cash incentive bonus and equity awards during the fiscal year ended December 31, 2008 to the executive officers named in the Summary Compensation Table.

									All Other Option
			Estimated Future						Awards: Number of
			Payouts Under Non-Equity						Securities		Exercise or Base		Grant Date Fair
			Incentive Plan Awards						Underlying Options		Price of Option		Value of Option
Name	Grant Date		Minimum		Target		Maximum		(#)(1)		Awards ($/Sh)(2)		Awards ($)(3)
C. Daniel Myers		3/20/2008	$	0	$	141,440	$	141,440		680,454	$	0.71
Richard S. Eiswirth, Jr.		3/20/2008		0		62,400		62,400		157,579		0.71
		6/25/2008		0						100,000		1.14
Kenneth Green, PhD.		3/20/2008		0		65,000		65,000		229,206		0.71
Susan Caballa		3/20/2008		0		57,200		57,200		157,579		0.71
David Holland		3/20/2008		0		54,600		54,600		171,904		0.71

(1)	The option grants in column “All Other Option Awards” vests as to 25% on March 20, 2009 and as to an additional 6.25% of the shares on each three-month anniversary date thereafter, except for the June 25, 2008 grant to Mr. Eiswirth which vests as to 25% on June 25, 2009 and as to an additional 6.25% of the shares on each three-month anniversary date thereafter.
(2)	The fair market value of the option award was determined by our board of directors as of the date of grant. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Critical Accounting Policies and Estimates — The Valuation of our Common Stock” for additional information.
(3)	The amounts in this column represent the aggregate grant date fair value of the option awards, computed in accordance with ASC 718. See Note 11 of the Notes to our Financial Statements included elsewhere in this prospectus for a discussion of our assumptions in determining the ASC 718 grant date fair value of our option awards.

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Outstanding Equity Awards at 2008 Year-End

The following table shows stock options outstanding on December 31, 2008, the last day of our fiscal year, to each of the executive officers named in the Summary Compensation table. No executive officer held unvested shares of stock on that date.

The vesting schedule applicable to each outstanding option is described in the footnote to the table below. See “Management — Potential Payments upon Termination or Change in Control” for additional information regarding the vesting acceleration provisions applicable to the options held by our named executive officers.

	Option Awards
			Number of		Number of
			Securities		Securities
			Underlying		Underlying		Option
			Unexercised		Unexercised		Exercise		Option
			Options (#)		Options (#)		Price		Expiration
Name	Initial Vesting Date		Exercisable(1)		Unexercisable		($/share)		Date
C. Daniel Myers		7/7/2005		154,873		—	$	0.60		7/7/2014
		11/22/2006		281,250		93,750		0.39		1/1/2016
		11/22/2006		281,250		93,750		0.39		10/12/2016
		12/13/2008		189,000		567,001		0.41		12/13/2017
		3/20/2009		—		680,454		0.71		3/20/2018
Richard S. Eiswirth, Jr.		10/31/2006		34,744		11,581		0.60		10/31/2015
		10/31/2006		246,506		82,169		0.39		1/1/2016
		11/22/2007		87,500		87,500		0.39		10/12/2016
		12/13/2008		28,129		84,389		0.41		12/13/2017
		3/20/2009		—		157,579		0.71		3/20/2018
		6/25/2009		—		100,000		1.14		6/25/2018
Kenneth Green, Ph.D.		8/2/2005		250,000		—		0.60		8/2/2014
		1/3/2006		46,875		3,125		0.60		1/1/2015
		11/22/2006		112,500		37,500		0.39		1/1/2016
		11/22/2006		112,500		37,500		0.39		10/12/2016
		11/22/2007		37,500		37,500		0.39		10/12/2016
		3/1/2008		87,500		112,500		0.41		3/1/2017
		12/13/2008		22,165		66,498		0.41		12/13/2017
		3/20/2009		—		229,206		0.71		3/20/2018
Susan Caballa		7/7/2005		30,367		—		0.60		7/4/2014
		2/18/2006		65,280		4,353		0.60		2/18/2015
		11/22/2006		112,500		37,500		0.39		1/1/2016
		11/22/2006		112,500		37,500		0.39		10/12/2016
		3/1/2008		21,875		28,125		0.41		3/1/2017
		12/13/2008		3,129		9,389		0.41		12/13/2017
		3/20/2009		—		157,579		0.71		3/20/2018
David Holland		7/7/2005		91,102		—		0.60		7/7/2014
		11/22/2006		84,375		28,125		0.39		1/1/2016
		11/22/2006		84,375		28,125		0.39		10/12/2016
		12/13/2008		1,661		4,984		0.41		12/13/2017
		3/20/2009		—		171,904		0.71		3/20/2018

(1) One-quarter of each option vests upon continuous service through the Initial Vesting Date shown in the table. Thereafter, the option vests in 12 equal quarterly installments over the next three years of service.

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Option Exercises and Stock Vested During 2008

There were no option exercises by our named executive officers in 2008. There were no shares of our stock that vested in 2008 for our named executive officers.

Employment Agreements

We have entered into employment agreements with each of our named executive officers. The material terms are as follows:

C. Daniel Myers.  We entered into a letter agreement with C. Daniel Myers in July 2004. The letter agreement provides for a starting salary of $250,000 and a bonus of $62,500. The agreement also provided that the board grant him an option to purchase 154,873 shares of common stock. The board of directors adjusts Mr. Myers’s salary and bonus potential from time to time. The most recent adjustment in December 2008 increased Mr. Myers’s annual salary to $353,600 with a bonus potential of 40% of his base salary, or $141,440, effective January 1, 2009. If we terminate Mr. Myers’s employment without cause or if Mr. Myers resigns for good reason, he is entitled to one year of his base salary at the rate in effect at the time of his termination paid in 12 equal monthly installments. Mr. Myers will also be entitled to the portion of his bonus earned up until termination. In addition, he is entitled to reimbursement of his premiums for medical insurance coverage under COBRA for 12 months after the date of termination or until he is eligible to be covered under a medical insurance plan by a subsequent employer.

Richard S. Eiswirth, Jr.  We entered into a letter agreement with Richard S. Eiswirth Jr. in October 2005. The letter agreement provided for a starting salary of $190,000 and a bonus of $38,000. The agreement also provided that the board grant him an option to purchase 46,325 shares of common stock. Our board of directors adjusts Mr. Eiswirth’s salary and bonus potential from time to time. The most recent adjustment in December 2008 increased Mr. Eiswirth’s annual salary to $249,600 with a bonus potential of 25% of his base salary, or $62,400, effective January 1, 2009. If we terminate Mr. Eiswirth’s employment without cause or if Mr. Eiswirth resigns for good reason, he is entitled to one year of his base salary at the rate in effect at the time of his termination paid in 12 equal monthly installments. He is also entitled to the portion of his bonus earned up until his termination. In addition, he is entitled to reimbursement of his premiums for medical insurance coverage under COBRA for 12 months after the date of termination or until he is eligible to be covered under a medical insurance plan by a subsequent employer.

Kenneth Green, Ph.D.  We entered into a letter agreement with Kenneth Green in June 2004. Under the letter agreement Dr. Green’s starting salary was $185,000 with a potential bonus of up to 20% of his base salary. The agreement also provided that the board grant him an option to purchase 250,000 shares of common stock and an additional option to purchase 50,000 shares of common stock if certain performance goals were met. Our board of directors adjusts Dr. Green’s salary and bonus potential from time to time. The most recent adjustment in December 2008 increased Dr. Green’s annual salary to $260,000 with a bonus potential of 25% of his base salary, or $65,000, effective January 1, 2009. If we terminate Dr. Green’s employment without cause or if Dr. Green resigns for good reason, he is entitled to one year of his base salary at the rate in effect at the time of his termination paid in 12 equal monthly installments. He is also entitled to the portion of his bonus earned up until his termination. In addition, he is entitled to reimbursement of his premiums for medical insurance coverage under COBRA for 12 months after the date of termination or until he is eligible to be covered under a medical insurance plan by a subsequent employer.

Susan Caballa.  We entered into a letter agreement with Susan Caballa in June 2004. The letter agreement provided for a starting salary of $160,000 and a bonus of $32,000. In addition, the letter agreement provided that the board grant Ms. Caballa an option to purchase 30,367 shares of common stock. The board of directors adjusts Ms. Caballa’s salary and bonus potential from time to time. Pursuant to the most recent adjustment in December 2008, Ms. Caballa’s annual salary increased to $228,800 and her bonus potential increased to 25% of her base salary, or $57,200, effective January 1, 2009. If we terminate Ms. Caballa’s employment without cause or Ms. Caballa resigns for good reason, she is entitled to one year of her base salary at the rate in effect at the time of her termination paid in 12 equal monthly installments. Ms. Caballa is also entitled to the portion of her bonus earned up until her termination. In addition, she is entitled to

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reimbursement of her premiums for medical insurance coverage under COBRA for 12 months after the date of termination or until she is eligible to be covered under a medical insurance plan by a subsequent employer.

David Holland.  We entered into a letter agreement with David Holland in June 2004. The letter agreement provided for a starting salary of $175,000 and a bonus potential of 20% of his base salary. In addition, the letter agreement provided that the board grant Mr. Holland an option to purchase 91,102 shares of common stock. The board of directors occasionally adjusts Mr. Holland’s salary and bonus potential. In the most recent adjustment in December 2008, the board of directors increased Mr. Holland’s annual salary to $218,400 with a bonus potential of 25% of his base salary, or $54,600, effective January 1, 2009. If we terminate Mr. Holland’s employment without cause or if Mr. Holland resigns for good reason, he is entitled to one year of his base salary at the rate in effect at the time of his termination paid in 12 equal monthly installments. Mr. Holland will also be entitled to the portion of his bonus earned up until termination. In addition, he is entitled to reimbursement of his premiums for medical insurance coverage under COBRA for 12 months after the date of termination or until he is eligible to be covered under a medical insurance plan by a subsequent employer.

For purposes of severance payments, “good reason” is defined in all employment agreements as an executive resigning within 12 months after one of the following conditions has come into existence without the executive’s consent:

•  a reduction of the executive’s base salary;

•  a material adverse change in the executive’s primary responsibilities or duties;

•  a geographical relocation of our corporate headquarters, or the executive’s primary business location, to a location that is more than 35 miles from the present location; or

•  any material breach by us of the employment agreement.

The executive must provide us with written notice within 90 days after a good reason condition comes into the existence, and we have 30 days to remedy the condition after receipt of the notice.

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Potential Payments upon Termination or Change in Control

The following table describes the potential payments and benefits upon termination of our named executive officers’ employment before or after a change in control of the company, as if each officer’s employment terminated as of December 31, 2008.

				Termination
				without
		Voluntary		Cause or		Termination
		Resignation		for Good		without
		or		Reason Prior		Cause or for
		Termination		to Change in		Good Reason after
Name	Benefit	for Cause		Control		Change in Control
C. Daniel Myers
	Salary	$	0	$	340,000	$	340,000
	Bonus		0		136,000		136,000
	Benefit Continuation		0		5,074		5,074
	Accelerated Vesting		—		—
Total value		$	0	$	481,074	$
Richard S. Eiswirth, Jr.
	Salary	$	0	$	240,000	$	240,000
	Bonus		0		60,000		60,000
	Benefit Continuation		0		15,290		290
	Accelerated Vesting		—		—
Total value		$	0	$	315,290	$
Kenneth Green, Ph.D.
	Salary	$	0	$	250,000	$	250,000
	Bonus		0		62,500		62,500
	Benefit Continuation		0		10,024		10,024
	Accelerated Vesting		—		—
Total value		$	0	$	322,524	$
Susan Caballa
	Salary	$	0	$	220,000	$	220,000
	Bonus		0		55,000		55,000
	Benefit Continuation		0		10,267		10,267
	Accelerated Vesting		—		—
Total value		$	0	$	285,267	$
David Holland
	Salary	$	0	$	210,000	$	210,000
	Bonus		0		52,500		52,500
	Benefit Continuation		0		15,290		22,935
	Accelerated Vesting		—		—
Total value		$	0	$	277,790	$

Bonus payments in the year of termination would be based on the actual earned bonus and may be less than the target bonus. For purposes of accelerated vesting, “good reason” is defined in all employment agreements as:

•  a material adverse change in the executive’s responsibilities or duties;

•  a geographical relocation of our corporate headquarters, or the executive’s primary business location, to a location that is more than 35 miles from the present location; or

•  any breach by us of the employment agreement that is material and not cured, or capable of being cured, within 30 days after the executive gives us and our board of directors written notice.

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For purposes of valuing the severance payments in the table above, we used each executive’s base salary at the rate in effect at the end of 2008 and the number of accrued but unused vacation days at the end of 2008.

The value of option acceleration shown in the table above was calculated based on the assumption that the officer’s employment was terminated and the change in control (if applicable) occurred on September 30, 2009, and that the fair market value of our common stock on that date was $     , which represents the midpoint of the range of the initial public offering price set forth on the cover page of this prospectus. The value of the vesting acceleration was calculated by multiplying the number of unvested shares subject to each option by the difference between the fair market value of our common stock as of September 30, 2009, and the exercise price of the option.

2008 Director Compensation

Our directors who serve as the designees of the significant holders of our Series A, Series B, Series C and Series C-1 preferred stock, Dr. Halak, Dr. Hove, Mr. Tracy, Mr. Youngren and Mr. Brooks, received no cash compensation and no equity-based compensation during 2008 for their service on our board of directors or committees of our board of directors. Our independent, non-employee director, Dr. Roberts, receives $12,000 in fees each year and a grant of 15,000 options per year. He received his options for 2006 and 2007 in one grant of 30,000 options on December 14, 2006. We have a policy of reimbursing all of our non-employee directors for their reasonable out-of-pocket expenses incurred in attending board and committee meetings.

The following table sets forth the total compensation paid to each person who served as a director during 2008, other than a director who also served as a named executive officer.

	Fees Earned or
Name	Paid in Cash		Total
Philip R. Tracy	$	—	$	—
Mark J. Brooks		—		—
Brian K. Halak, Ph.D.		—		—
Anders D. Hove, M.D.		—		—
Calvin W. Roberts, M.D.		12,000		12,000
Bryce Youngren		—		—

On September 30, 2009, the number of shares subject to each option held by a non-employee director, the exercise price per share, the grant date fair value of each option (computed in accordance with SFAS 123R) and the aggregate number of options outstanding were as follows:

									Aggregate Number
			Number of		Exercise				of Options
			Options		Price per		Grant Date		Outstanding on
Name	Date of Grant		Granted		Share		Fair Value(1)		December 31, 2008
Calvin W. Roberts, M.D.		12/29/2004		15,000	$	0.60	$	4,000		75,000
		7/1/2005		15,000		0.60		3,800
		12/14/2006		30,000		0.39		9,300
		6/25/2008		15,000		1.14		13,700

(1) See Note 11 of the Notes to our Financial Statements included elsewhere in this prospectus for a discussion of our assumptions in determining the ASC 718 grant date fair value of our option awards. All director options have a 7-year term and were fully vested upon grant.

Following this offering, our non-employee directors will be eligible for cash compensation and for stock option grants under our 2009 Equity Incentive Plan. See “Management — Director Compensation” for additional information.

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Equity Benefit Plans

2009 Equity Incentive Plan

Our board of directors adopted our 2009 Equity Incentive Plan on October 27, 2009, and our stockholders approved it on          , 2009. The 2009 Equity Incentive Plan will take effect on the effective date of the registration statement of which this prospectus is a part. Our 2009 Equity Incentive Plan replaced the 2004 Incentive Stock Plan and the 2005 Incentive Stock Plan. No further grants will be made under either of these plans after this offering. However, the options outstanding after this offering under the 2004 Incentive Stock Plan or the 2005 Incentive Stock Plan will continue to be governed by their existing terms.

Shares Reserved.  We have reserved           shares of our common stock for issuance under the 2009 Equity Incentive Plan. The number of shares reserved for issuance under the plan will be increased automatically on January 1 of each year, starting with 2010, by a number equal to the smallest of:

•            shares;

•  4% of the shares of common stock outstanding at that time; or

•  the number of shares determined by our board of directors.

In general, to the extent that awards under the 2009 Equity Incentive Plan are forfeited or lapse without the issuance of shares, those shares will again become available for awards. All share numbers described in this summary of the 2009 Equity Incentive Plan are automatically adjusted in the event of a stock split, a stock dividend, or a reverse stock split.

Administration.  The compensation committee of our board of directors administers the 2009 Equity Incentive Plan. The committee has the complete discretion to make all decisions relating to the plan and outstanding awards.

Eligibility.  Employees, members of our board of directors who are not employees, and consultants are eligible to participate in our 2009 Equity Incentive Plan.

Types of Award.  Our 2009 Equity Incentive Plan provides for the following types of award:

•  incentive and non-statutory stock options to purchase shares of our common stock;

•  stock appreciation rights;

•  restricted shares of our common stock; and

•  stock units.

Options and Stock Appreciation Rights.  The exercise price for options granted under the 2009 Equity Incentive Plan may not be less than 100% of the fair market value of our common stock on the option grant date. Optionees may pay the exercise price by using:

•  cash;

•  shares of common stock that the optionee already owns;

•  an immediate sale of the option shares through a broker approved by us; or

•  a promissory note, if permitted by applicable law.

All forms of payment other than cash require the consent of the compensation committee. A participant who exercises a stock appreciation right receives the increase in value of our common stock over the base price. The base price for stock appreciation rights may not be less than 100% of the fair market value of our common stock on the grant date. The settlement value of a stock appreciation right may be paid in cash or shares of common stock, or a combination of both. Options and stock appreciation rights vest at the time or times determined by the compensation committee. In most cases, they will vest over a four-year period following the date of grant. Options and stock appreciation rights also expire at the time determined by the compensation committee, but in no event more than 10 years after they are granted. They generally expire

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earlier if the participant’s service terminates earlier. No participant may receive options or stock appreciation rights under the 2009 Equity Incentive Plan covering more than 50% of the shares of common stock available for issuance pursuant to the 2009 Equity Incentive Plan in any year.

Restricted Shares and Stock Units.  Restricted shares and stock units may be awarded under the 2009 Equity Incentive Plan in return for any lawful consideration, and participants who receive restricted shares or stock units generally are not required to pay for their awards in cash. In general, these awards will be subject to vesting. Vesting may be based on length of service, the attainment of performance-based milestones, or a combination of both, as determined by the compensation committee. No participant may receive restricted shares or stock units with performance-based vesting covering more than 50% of the shares of common stock available for issuance pursuant to the 2009 Equity Incentive Plan in any year. Settlement of vested stock units may be made in the form of cash, shares of common stock, or a combination of both.

Performance Goals.  The compensation committee may establish performance milestones based on one or more of the following criteria:

•  Operating profits (including earnings before income, taxes, depreciation and amortization)

•  Net income (before or after taxes)

•  Earnings per share

•  Profit returns and/or margins

•  Revenue

•  Stockholder return and/or value

•  Stock price

•  Working capital

•  Customer satisfaction

•  Implementation, completion or attainment of measurable objectives with respect to research, development, products, projects or recruiting and maintaining personnel

•  Market share

•  Return on equity

•  Revenue growth

•  Total stockholder return

•  Increases or growth in any of the foregoing

Change in Control.  The compensation committee may determine that an award under the 2009 Equity Incentive Plan will vest on an accelerated basis if a change in control of the company occurs or if the participant is subject to an involuntary termination after the change in control. In addition, an award will generally vest in full if the surviving corporation does not assume the award, replace it with a comparable award or settle it for cash or securities. A change in control includes:

•  a merger after which our own stockholders own 50% or less of the surviving corporation or its parent company;

•  a sale of all or substantially all of our assets;

•  a proxy contest that results in the replacement of more than one-half of our directors over a 24-month period; or

•  an acquisition of 50% or more of our outstanding stock by any person or group, other than a person related to the company, such as a holding company owned by our stockholders.

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Amendments or Termination.  Our board of directors may amend or terminate the 2009 Equity Incentive Plan at any time. If our board of directors amends the plan, it does not need to ask for stockholder approval of the amendment unless required by applicable law. The 2009 Equity Incentive Plan will continue in effect for 10 years from its adoption date, unless our board of directors decides to terminate the plan earlier.

2004 and 2005 Stock Incentive Plans

Our 2004 Stock Incentive Plan was adopted by our board of directors on June 30, 2004, and our stockholders approved it on June 30, 2004. Our 2005 Stock Incentive Plan was adopted by our board of directors on November 22, 2005, and our stockholders approved it on November 22, 2005. No further awards will be made under our 2004 and 2005 Stock Incentive Plans after this offering. The awards outstanding after this offering under the 2004 and 2005 Stock Incentive Plans will continue to be governed by their existing terms.

Shares Reserved.  As of September 30, 2009, options to purchase 1,345,652 shares of our common stock are outstanding under the 2004 Stock Incentive Plan, and options to purchase 6,141,667 shares of our common stock are outstanding under the 2005 Stock Incentive Plan. No other awards are outstanding under the 2004 or 2005 Stock Incentive Plan.

Administration.  The compensation committee of our board of directors administers the 2004 and 2005 Stock Incentive Plans. Our compensation committee has complete discretion to make all decisions relating to the plans.

Eligibility.  Employees and non-employee members of our board of directors are eligible to participate in our 2004 and 2005 Stock Incentive Plans.

Types of Award.  Our 2004 and 2005 Stock Incentive Plans provide for the following types of award:

•  incentive and non-statutory stock options to purchase shares of our common stock;

•  stock appreciation rights;

•  restricted shares of our common stock; and

•  stock units.

Vesting and Expiration.  Awards vest at the times determined by the compensation committee, generally over a four-year period following the date of grant. All awards vest in full in the event that the company is subject to a change in control. A change in control includes:

•  a merger;

•  a sale of at least 50% of our assets;

•  the dissolution or liquidation of the company;

•  a proxy contest that results in the replacement of at least one-half of our directors over a two-year period; or

•  an acquisition of 20% or more of our outstanding stock by any person or group.

Payment.  The exercise price for options and stock appreciation rights granted under the 2004 and 2005 Stock Incentive Plans may not be less than 100% of the fair market value of our common stock on the grant date. Optionees may pay the exercise price of options by using:

•  cash or cash equivalents;

•  shares of common stock that the optionee already owns; or

•  an immediate sale of the option shares through a broker designated by us.

Shares and stock units may be awarded under the 2004 and 2005 Stock Incentive Plans in consideration of services rendered to us prior to the grant date of the award.

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Expiration.  Options and stock appreciation rights expire not more than 10 years after they are granted but generally expire earlier if the optionee’s service terminates earlier.

2009 Employee Stock Purchase Plan

Our board of directors adopted the 2009 Employee Stock Purchase Plan on October 27, 2009, and our stockholders also approved the plan on          , 2009. Our 2009 Employee Stock Purchase Plan will become effective on the effective date of the registration statement of which this prospectus is a part. The plan is intended to qualify for preferential tax treatment under Section 423 of the Internal Revenue Code.

Shares Reserved.  We have reserved           shares of our common stock for issuance under the 2009 Employee Stock Purchase Plan. As of January 1 of each year, starting in 2010, the reserve will automatically be restored to the original level. All share numbers described in this summary of the plan are automatically adjusted in the event of a stock split, a stock dividend, or a reverse stock split.

Administration.  The compensation committee of our board of directors will administer the 2009 Employee Stock Purchase Plan. The committee has the complete discretion to make all decisions relating to the plan.

Eligibility.  All of our employees are eligible to participate in the 2009 Employee Stock Purchase Plan after completing six months of service, if we employ them for more than 20 hours per week and for more than five months per year. However, all 5% stockholders are excluded. Eligible employees may begin participating at the start of any offering period.

Offering Periods.  The first offering period under the 2009 Employee Stock Purchase Plan starts on the effective date of the registration statement related to this offering and ends on January 1, 2010. Each subsequent offering period consists of six consecutive months.

Amount of Contributions.  The 2009 Employee Stock Purchase Plan permits each eligible employee to purchase common stock through payroll deductions. Each employee’s payroll deductions may not exceed 15% of his or her total cash compensation. Participants may reduce, but not increase, their contribution rate during an offering period. Participants may also withdraw their contributions at any time before stock is purchased. Lump sum contributions are not permitted.

Purchases of Shares.  Purchases of our common stock under the 2009 Employee Stock Purchase Plan will occur on January 1 and July 1 of each year. Each participant may purchase as many shares as his or her contributions permit, but not more than 2,500 shares per six-month offering period. The value of the shares purchased in any calendar year may not exceed $25,000, with a limited carry-over of unused amounts.

Purchase Price.  The price of each share of common stock purchased under the 2009 Employee Stock Purchase Plan will be equal to 85% of the lower of:

•  the fair market value per share of our common stock on the last trading day before the start of the applicable six-month offering period (or, in the case of the first offering period, the price at which shares are sold to the public in this offering), or

•  the fair market value per share of common stock on the last trading day in the applicable offering period, which is the purchase date.

Other Provisions.  Employees may end their participation in the 2009 Employee Stock Purchase Plan at any time. Participation ends automatically upon termination of employment with us. If a change in control of our company occurs, the plan will end and shares will be purchased with the payroll deductions accumulated to date by participating employees, unless the surviving corporation continues the plan. Our board of directors may amend or terminate the plan at any time, and the plan terminates automatically 20 years after its adoption. If our board of directors increases the number of shares of common stock reserved for issuance under the plan, except for the automatic increases described above, it must seek the approval of our stockholders. Other amendments require stockholder approval only to the extent required by law.

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TRANSACTIONS WITH RELATED PERSONS, PROMOTERS AND CERTAIN CONTROL PERSONS

In addition to the compensation arrangements with directors and executive officers and the registration rights described elsewhere in this prospectus, the following is a description of each transaction since January 1, 2005 and each currently proposed transaction in which:

•  we have been or are to be a participant;

•  the amount involved exceeds $120,000; and

•  any of our directors, executive officers or holders of more than 5% of our capital stock, or any immediate family member of or person sharing the household with any of these individuals (other than tenants or employees), had or will have a direct or indirect material interest.

All of the transactions set forth below were approved by a majority of the board of directors, including a majority of the independent and disinterested members of the board of directors. We believe that we have executed all of the transactions set forth below on terms no less favorable to us than we could have obtained from unaffiliated third-parties. It is our intention to ensure that all future transactions between us and our officers, directors and principal stockholders and their affiliates are approved by a majority of the board of directors, including a majority of the independent and disinterested members of the board of directors, and are on terms no less favorable to us than those that we could obtain from unaffiliated third-parties.

Private Placement Financings

Series A Preferred Stock Financing.  On February 17, 2005, July 1, 2005 and on October 4, 2005, we sold an aggregate of 14,751,712 shares of our Series A preferred stock at a price of $1.18565 per share and at an initial conversion rate of one-to-one to various investors, including entities affiliated with Domain Partners VI, L.P., Intersouth Partners V, L.P., Intersouth Partners VI, L.P., Intersouth Affiliates V, L.P., Polaris Venture Partners, L.P. and BAVP, L.P. and various other entities and individuals. Each of the investors in this financing are parties to the second amended and restated investors’ rights agreement described below. Additionally, the following members of our board of directors serve as venture, general or managing partners/directors of the investors as follows: Philip R. Tracy, Mark J. Brooks, Brian K. Halak (Dr. Halak serves as a member of the general partner of the Domain investing entities), and Bryce Youngren. See “Principal Stockholders” for additional information regarding the shares held by these entities.

Series B Preferred Stock Financing.  On November 22, 2005 and on November 22, 2006, we sold an aggregate of 24,302,903 shares of our Series B preferred stock at a price of $1.31084 per share and at an initial conversion rate of one-to-one to various investors, including entities affiliated with Domain Partners VI, L.P., Intersouth Partners V, L.P., Intersouth Partners VI, L.P., Intersouth Affiliates V, L.P., Venrock Associates IV, L.P., Polaris Venture Partners IV, L.P. and BAVP, L.P. and various other entities and individuals. Each of the investors in this financing are parties to the second amended and restated investors’ rights agreement described below. Additionally, the following members of our board of directors serve as venture, general or managing partners/directors of the investors as follows: Philip R. Tracy, Mark J. Brooks, Brian K. Halak, Ph.D. (Dr. Halak serves as a member of the general partner of the Domain investing entities), Anders D. Hove, M.D., and Bryce Youngren. See “Principal Stockholders” for additional information regarding the shares held by these entities.

Series C Preferred Stock Financing.  On March 17, 2008 and on April 23, 2008, we sold an aggregate of 19,744,246 shares of our Series C preferred stock at a price of $1.51943 per share and at an initial conversion rate of one-to-one to various investors, including entities affiliated with Domain Partners VI, L.P., Intersouth Partners VI, L.P., Intersouth Partners VII, L.P., Venrock Associates IV, L.P., Polaris Venture Partners IV, L.P. and BAVP, L.P. and various other entities and individuals. Each of the investors in this financing are parties to the second amended and restated investors’ rights agreement described below. Additionally, the following members of our board of directors serve as venture, general or managing partners/directors of the investors as follows: Philip R. Tracy, Mark J. Brooks, Brian K. Halak, Ph.D. (Dr. Halak serves as a member of the general partner of the Domain investing entities), Anders D. Hove, M.D., and Bryce Youngren. See “Principal Stockholders” for additional information regarding the shares held by these entities.

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Series C-1 Preferred Stock Financing.  On August 25, 2009, we sold an aggregate of 3,290,708 units, at a price of $1.51943 per unit, comprised of 3,290,708 shares of our Series C-1 preferred stock and warrants exercisable for up to an aggregate of 6,581,416 shares of our Series C-1 preferred stock at an exercise price of $1.51943 per share. The Series C-1 preferred stock was issued with an initial conversion rate of one to one. The units were issued to various investors, including entities affiliated with Domain Partners VI, L.P., Intersouth Partners VI, L.P., Intersouth Partners VII, L.P., Venrock Associates IV, L.P., Polaris Venture Partners IV, L.P. and BAVP, L.P. and various other entities and individuals. Each of the investors in this financing are parties to the second amended and restated investors’ rights agreement described below. Additionally, the following members of our board of directors serve as venture, general or managing partners/directors of the investors as follows: Philip R. Tracy, Mark J. Brooks, Brian K. Halak, Ph.D. (Dr. Halak serves as a member of the general partner of the Domain investing entities), Anders D. Hove, M.D., and Bryce Youngren. See “Principal Stockholders” for additional information regarding the shares held by these entities.

Other Transactions with our Executive Officers, Directors, Key Employees and Significant Stockholders

Indemnification Agreements.  We have entered into indemnification agreements with each of our directors and executive officers and certain other key employees. The agreements provide that we will indemnify each of our directors, executive officers and such key employees against any and all expenses incurred by that director, executive officer or key employee because of his or her status as one of our directors, executive officers or key employees to the fullest extent permitted by Delaware law, our restated certificate of incorporation and our amended and restated bylaws (except in a proceeding initiated by such person without board approval). In addition, the agreements provide that, to the fullest extent permitted by Delaware law, we will advance all expenses incurred by our directors, executive officers and key employees in connection with a legal proceeding in which they may be entitled to indemnification.

Stock Option Awards.  See “Management — Director Compensation” and “Management — Executive Compensation” for additional information regarding stock options and stock awards granted to our named executive officers and directors.

Prior Employment of the Son of Our Chief Executive Officer.  We employed James D. Myers, the son of our chief executive officer, C. Daniel Myers, from August 2004 through February 2007. From August 2004 through October 2005, Mr. J. Myers served as an Associate Sales Representative and from November 2005 through February 2007, Mr. J. Myers served as a Sales Territory Manager. During the course of Mr. J. Myers’s employment he received cash compensation in the aggregate amount of $134,000 and equity compensation, in the form of stock options granted under our equity incentive plans, having an aggregate fair market value on the date of grant of $3,900. Mr. J. Myers is no longer employed by our company.

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PRINCIPAL STOCKHOLDERS

The following table provides information concerning beneficial ownership of our capital stock as of September 30, 2009, and as adjusted to reflect the sale of shares of common stock in this offering, by:

•  each stockholder, or group of affiliated stockholders, that we know owns more than 5% of our outstanding capital stock;

•  each of our named executive officers;

•  each of our directors;

•  all of our directors and executive officers as a group.

The following table lists the number of shares and percentage of shares beneficially owned based on 82,943,671 shares of common stock outstanding as of September 30, 2009. This table reflects:

•  5,206,839 shares of common stock;

•  the automatic conversion of 22,524,545 shares of our Series A preferred stock into 23,817,559 shares of common stock upon the closing of the offering, including the conversion of certain Series A preferred stock dividends accumulated prior to November 22, 2005 into 1,293,014 shares of common stock;

•  the automatic conversion of 24,302,903 shares of our Series B preferred stock into 24,302,903 shares of common stock upon the closing of the offering;

•  the automatic conversion of 19,744,246 shares of our Series C preferred stock into 19,744,246 shares of common stock upon the closing of the offering;

•  the automatic conversion of 9,872,124 shares of our Series C-1 preferred stock (which includes 6,581,416 shares of our Series C-1 preferred stock issuable upon the exercise of outstanding warrants) into 9,872,124 shares of common stock upon the closing of the offering; and

•  a          -for-1 split of our common stock to be effected prior to this offering.

The table also lists the applicable percentage beneficial ownership based on           shares of common stock outstanding upon completion of this offering, assuming no exercise of the underwriters’ option to purchase up to an aggregate of           shares of our common stock.

Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission, and generally includes voting power and/or investment power with respect to the securities held. Shares of common stock subject to options and warrants currently exercisable or exercisable within 60 days of September 30, 2009 are deemed outstanding and beneficially owned by the person holding such options for purposes of computing the number of shares and percentage beneficially owned by such person, but are not deemed outstanding for purposes of computing the percentage beneficially owned by any other person. Except as indicated in the footnotes to this table, and subject to applicable community property laws, the persons or

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entities named have sole voting and investment power with respect to all shares of our common stock shown as beneficially owned by them.

	Shares Beneficially Owned						Shares Beneficially Owned
	Prior to Offering						After the Offering
Name and Address of Beneficial Owner	Number			Percent			Number			Percent
5% Stockholders
BAVP, LP		15,298,169	(1)		18.44	%		15,298,169	(1)
950 Tower Lane, Suite 700 Foster City, California 94404
Domain Associates, L.L.C.		15,298,167	(2)		18.44	%		15,298,167	(2)
One Palmer Square Princeton, New Jersey 08542
Intersouth Partners		15,298,163	(3)		18.44	%		15,298,163	(3)
406 Blackwell Street, Suite 200 Durham, North Carolina 27701
Polaris Venture Partners		15,298,168	(4)		18.44	%		15,298,168	(4)
1000 Winter Street, Suite 3350 Waltham, Massachusetts 02451
Venrock Associates		12,386,225	(5)		14.93	%		12,386,225	(5)
2494 Sand Hill Road, Suite 200 Menlo Park, California 94025
Directors and Named Executive Officers
Mark J. Brooks		15,298,169	(6)		18.44	%		15,298,169	(6)
Susan Caballa		670,818	(7)		0.81	%		670,818	(7)
Richard S. Eiswirth, Jr.		642,923	(8)		0.78	%		642,923	(8)
Kenneth Green, Ph.D.		905,992	(9)		1.09	%		905,992	(9)
Brian K. Halak, Ph.D.		15,298,167	(10)		18.44	%		15,298,167	(10)
David Holland		783,473	(11)		0.94	%		783,473	(11)
Anders D. Hove, M.D.		12,386,225	(12)		14.93	%		12,386,225	(12)
C. Daniel Myers		1,448,673	(13)		1.75	%		1,448,673	(13)
Calvin W. Roberts, M.D.		1,104,338	(14)		1.33	%		1,104,338	(14)
Philip R. Tracy		15,298,163	(15)		18.44	%		15,298,163	(15)
Bryce Youngren		15,298,168	(16)		18.44	%		15,298,168	(16)
All Current Directors and Named Executive Officers as a Group		79,135,109			95.41	%		79,135,109

(1)	The general partner of BAVP, L.P. is Scale Venture Management I, LLC. The managing members of Scale Venture Management I, LLC share voting and investment power with respect to these shares. Mark J. Brooks, a member of our board of directors, is a managing member of Scale Venture Management I, LLC, and shares voting and investment power with the three other managing members of Scale Venture Management I, LLC. Mr. Brooks disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.
(2)	Represents 15,135,956 shares held by Domain Partners VI, L.P. and 162,211 shares held by DP VI Associates, L.P. The managing members of One Palmer Square Associates VI, L.L.C., the general partner of Domain Partners VI, L.P. and DP VI Associates, L.P., share voting and investment power with respect to these shares. Brian Halak, a member of our board of directors, is a member of One Palmer Square Associates VI, LLC, but has no voting or investment power and disclaims beneficial ownership of these shares, except to the extent of his pecuniary interest therein.
(3)	Represents 236,708 shares held by Intersouth Affiliates V, L.P.; 5,163,952 shares held by Intersouth Partners V, L.P.; 6,672,410 shares held by Intersouth Partners VI, L.P.; and 3,225,093 shares held by Intersouth Partners VII, L.P. Dennis Dougherty and Mitch Mumma are both member managers of

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	Intersouth Associates V, LLC, Intersouth Associates VI, LLC and Intersouth Associates VII, LLC and share voting and investment power over the share held by each of Intersouth Affiliates V and L.P., Intersouth Partners V, L.P., Intersouth Partners VI, L.P., and Intersouth Partners VII, L.P. Philip R. Tracy, a member of our board of directors, is a member of each of Intersouth Associates V, LLC, Intersouth Associates VI, LLC and Intersouth Associates VII, LLC. Pursuant to powers of attorney granted by each of Intersouth Associates V, LLC, Intersouth Associates VI, LLC and Intersouth Associates VII, LLC, Mr. Tracy shares voting power with respect to the securities owned by the entities for which these entities serve as general partners. Mr. Tracy disclaims beneficial ownership of these shares held by Intersouth Affiliates V, L.P., Intersouth Partners V, L.P., Intersouth Partners VI, L.P., and Intersouth Partners VII, L.P., except to the extent of his pecuniary interest therein.
(4)	Represents 15,023,444 shares held by Polaris Venture Partners IV, L.P. and 274,724 shares held by Polaris Venture Entrepreneurs’ Fund IV, L.P. Polaris Venture Management Co., IV, L.L.C., is the sole general partner of Polaris Venture Partners IV, L.P. and Polaris Venture Partners Entrepreneurs’ Fund IV, L.P. Bryce Youngren, a member of our board of directors, has an assignee interest in Polaris Venture Management Co, IV, L.L.C. To the extent that he is deemed to share voting and investment powers with respect to the shares held by Polaris Venture Partners IV, L.P. and Polaris Venture Partners Entrepreneurs’ Fund IV, L.P., Mr. Youngren disclaims beneficial ownership of all such shares, except to the extent of his pecuniary interest therein.
(5)	Represents 10,082,386 shares held by Venrock Associates IV, L.P.; 2,056,114 shares held by Venrock Partners, L.P.; and 247,725 shares held by Venrock Entrepreneurs Fund IV, L.P. Venrock Management IV, LLC, Venrock Partners Management, LLC, and VEF Management IV, LLC are the sole general partners of Venrock Associates IV, L.P., Venrock Partners, L.P., and Venrock Entrepreneurs Fund IV, L.P., respectively. Venrock Management IV, LLC, Venrock Partners Management, LLC, and VEF Management IV, LLC disclaim beneficial ownership of all shares held by Venrock Associates IV, L.P., Venrock Partners, L.P., and Venrock Entrepreneurs Fund IV, L.P., except to the extent of their pecuniary interest therein. Anders D. Hove, M.D., a member of our board of directors, is a member of each of Venrock Management IV, LLC, Venrock Partners Management, LLC, and VEF Management IV, LLC. Dr. Hove disclaims beneficial ownership of all shares held by Venrock Associates IV, L.P., Venrock Partners, L.P., and Venrock Entrepreneurs Fund IV, L.P. and beneficially owned by Venrock Management IV, LLC, Venrock Partners Management, LLC, and VEF Management IV, LLC, except to the extent of his pecuniary interest therein.
(6)	Mr. Brooks is a managing member of Scale Venture Management I, LLC, the general partner of BAVP, LP. Mr. Brooks is one of four managing members of Scale Venture Management I, LLC who share voting and investment power with respect to these shares. Mr. Brooks disclaims beneficial ownership of the shares held by BAVP, LP referenced in footnote (1) above, except to the extent of his pecuniary interest therein.
(7)	Includes 495,818 shares issuable upon exercise of options exercisable within 60 days of September 30, 2009.
(8)	Includes 642,923 shares issuable upon exercise of options exercisable within 60 days of September 30, 2009.
(9)	Includes 905,992 shares issuable upon exercise of options exercisable with 60 days of September 30, 2009.
(10)	Dr. Halak is affiliated with Domain Associates L.L.C. Dr. Halak disclaims beneficial ownership of the shares held by the entities affiliated with Domain Associates referenced in footnote (2) above, except to the extent of his pecuniary interest therein.
(11)	Includes 383,473 shares issuable upon exercise of options exercisable within 60 days of September 30, 2009.
(12)	Dr. Hove is affiliated with Venrock Associates. Dr. Hove disclaims beneficial ownership of the shares held by the entities affiliated with Venrock Associates referenced in footnote (5) above, except to the extent of his pecuniary interest therein.
(13)	Includes 921,173 shares issuable upon exercise of options exercisable within 60 days of September 30, 2009.
(14)	Includes 90,000 shares issuable upon exercise of options exercisable within 60 days of September 30, 2009 and 135,000 shares issuable upon exercise of warrants exercisable within 60 days of September 30, 2009.
(15)	Mr. Tracy is affiliated with Intersouth Partners. Mr. Tracy disclaims beneficial ownership of the shares held by the entities affiliated with Intersouth Partners referenced in footnote (3) above, except to the extent of his pecuniary interest therein.
(16)	Mr. Youngren is affiliated with Polaris Venture Partners. Mr. Youngren disclaims beneficial ownership of the shares held by the entities affiliated with Polaris Venture Partners referenced in footnote (4) above, except to the extent of his pecuniary interest therein.

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DESCRIPTION OF CAPITAL STOCK

General

Following the closing of this offering, our authorized capital stock will consist of 100,000,000 shares of common stock, par value $0.01 per share, and 10,000,000 shares of preferred stock, par value $0.01 per share. The following summary of our capital stock and certain provisions of our restated certificate of incorporation and bylaws do not purport to be complete and is qualified in its entirety by the provisions of our restated certificate of incorporation and bylaws, copies of which have been filed as exhibits to the registration statement of which this prospectus is a part.

Common Stock

As of September 30, 2009, there were 5,206,839 shares of common stock outstanding held of record by approximately 86 stockholders.

There will be           shares of common stock outstanding, assuming no exercise of the underwriters’ option to purchase additional shares in the offering and assuming no exercise after September 30, 2009 of outstanding options, after giving effect to the sale of the shares of common stock to the public offered in this prospectus and the conversion of all outstanding shares of our preferred stock into 77,736,832 shares of common stock, including the conversion of certain Series A preferred stock dividends accumulated prior to November 22, 2005 into 1,293,014 shares of common stock and the conversion of 6,581,416 shares of Series C-1 preferred stock issuable upon the exercise of outstanding warrants.

The holders of common stock are entitled to one vote per share on all matters to be voted upon by the stockholders. The holders of common stock are entitled to receive ratably such dividends, if any, as may be declared from time to time by the board of directors out of funds legally available, subject to preferences that may be applicable to preferred stock, if any, then outstanding. At present, we have no plans to issue dividends. See “Dividend Policy” for additional information. In the event of a liquidation, dissolution or winding up of our company, the holders of common stock are entitled to share ratably in all assets remaining after payment of liabilities, subject to prior distribution rights of preferred stock, if any, then outstanding. The common stock has no preemptive or conversion rights or other subscription rights. There are no redemption or sinking fund provisions applicable to the common stock. All outstanding shares of common stock are fully paid and non-assessable, and the shares of common stock to be issued upon completion of this offering will be fully paid and non-assessable.

Preferred Stock

Upon the closing of this offering, outstanding shares of Series A preferred stock will be converted into 23,817,559 shares of common stock (including the conversion of certain Series A preferred stock dividends accumulated prior to November 22, 2005 into 1,293,014 shares of common stock), outstanding shares of Series B preferred stock will be converted into 24,302,903 shares of common stock, an outstanding shares of Series C preferred stock will be converted into 19,744,246 shares of common stock and outstanding shares of Series C-1 preferred stock (including shares of Series C-1 preferred stock issuable upon exercise of outstanding warrants) will be converted into 9,872,124 shares of common stock.

Our board of directors is authorized to issue preferred stock in one or more series, to establish the number of shares to be included in each such series and to fix the designation, powers, preferences and rights of such shares and any qualifications, limitations or restrictions thereof. The issuance of preferred stock may have the effect of delaying, deferring or preventing a change in control of our company without further action by the stockholders and may adversely affect the voting and other rights of the holders of common stock. The issuance of preferred stock with voting and conversion rights may adversely affect the voting power of the holders of common stock, including the loss of voting control to others. At present, we have no plans to issue any preferred stock.

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Registration Rights

After the completion of this offering, holders of           shares of common stock will be entitled to rights with respect to the registration of those shares under the Securities Act. Under the terms of the second amended and restated investor rights agreement between us and the holders of these registrable securities, if we propose to register any of our securities under the Securities Act, either for our own account or for the account of other security holders exercising registration rights, these holders are entitled to notice of registration and are entitled to include their shares of common stock in the registration. The holders of these registrable securities are also entitled to specified demand registration rights under which they may require us to file a registration statement under the Securities Act at our expense with respect to our shares of common stock, and we are required to use our commercially reasonable efforts to effect this registration. Further, the holders of these registrable securities may require us to file additional registration statements on Form S-3. All of these registration rights are subject to conditions and limitations, among them the right of the underwriters of an offering to limit the number of shares included in the registration and our right not to effect a requested registration within six months following the initial offering of our securities, including this offering. Other than as described in the following paragraph, all registration rights in connection with this offering have been waived.

Anti-Takeover Effects of Our Charter and Bylaws and Delaware Law

Some provisions of Delaware law and our restated certificate of incorporation and amended and restated bylaws could make the following transactions more difficult:

•  acquisition of our company by means of a tender offer, a proxy contest or otherwise; and

•  removal of our incumbent officers and directors.

These provisions of our restated certificate of incorporation and amended and restated bylaws, summarized below, are expected to discourage and prevent coercive takeover practices and inadequate takeover bids. These provisions are designed to encourage persons seeking to acquire control of our company to negotiate first with our board of directors. They are also intended to provide our management with the flexibility to enhance the likelihood of continuity and stability if our board of directors determines that a takeover is not in the best interests of our stockholders. These provisions, however, could have the effect of discouraging attempts to acquire us, which could deprive our stockholders of opportunities to sell their shares of common stock at prices higher than prevailing market prices.

Election and Removal of Directors.  Our restated certificate of incorporation and our amended and restated bylaws contain provisions that establish specific procedures for appointing and removing members of the board of directors. Under our restated certificate of incorporation and amended and restated bylaws, our board will be classified into three classes of directors and directors will be elected by a plurality of the votes cast in each election. Only one class will stand for election at each annual meeting, and directors will be elected to serve three-year terms. In addition, our restated certificate of incorporation and amended and restated bylaws will provide that vacancies and newly created directorships on the board of directors may be filled only by a majority vote of the directors then serving on the board (except as otherwise required by law or by resolution of the board). Under our restated certificate of incorporation and amended and restated bylaws, directors may be removed only for cause.

Special Stockholder Meetings.  Under our restated certificate of incorporation and amended and restated bylaws, only the chairman of the board, our chief executive officer and our board of directors may call special meetings of stockholders.

Requirements for Advance Notification of Stockholder Nominations and Proposals. Our amended and restated bylaws establish advance notice procedures with respect to stockholder proposals and the nomination of candidates for election as directors, other than nominations made by or at the direction of the board of directors or a committee of the board of directors.

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Delaware Anti-Takeover Law.  Following this offering, we will be subject to Section 203 of the Delaware General Corporation Law, which is an anti-takeover law. In general, Section 203 prohibits a publicly held Delaware corporation from engaging in a business combination with an interested stockholder for a period of three years following the date that the person became an interested stockholder, unless the business combination or the transaction in which the person became an interested stockholder is approved in a prescribed manner. Generally, a business combination includes a merger, asset or stock sale, or another transaction resulting in a financial benefit to the interested stockholder. Generally, an interested stockholder is a person who, together with affiliates and associates, owns 15% or more of the corporation’s voting stock. The existence of this provision may have an anti-takeover effect with respect to transactions that are not approved in advance by our board of directors, including discouraging attempts that might result in a premium over the market price for the shares of common stock held by stockholders.

Elimination of Stockholder Action by Written Consent.  Our restated certificate of incorporation and amended and restated bylaws eliminate the right of stockholders to act by written consent without a meeting after this offering.

No Cumulative Voting.  Under Delaware law, cumulative voting for the election of directors is not permitted unless a corporation’s certificate of incorporation authorizes cumulative voting. Our restated certificate of incorporation and amended and restated bylaws do not provide for cumulative voting in the election of directors. Cumulative voting allows a minority stockholder to vote a portion or all of its shares for one or more candidates for seats on the board of directors. Without cumulative voting, a minority stockholder will not be able to gain as many seats on our board of directors based on the number of shares of our stock the stockholder holds as the stockholder would be able to gain if cumulative voting were permitted. The absence of cumulative voting makes it more difficult for a minority stockholder to gain a seat on our board of directors to influence our board’s decision regarding a takeover.

Undesignated Preferred Stock.  The authorization of undesignated preferred stock makes it possible for our board of directors to issue preferred stock with voting or other rights or preferences that could impede the success of any attempt to change control of our company.

Amendment of Charter Provisions.  The amendment of most of the above provisions in our restated certificate of incorporation and our amended and restated bylaws requires approval by holders of at least two-thirds of our outstanding capital stock entitled to vote generally in the election of directors.

These and other provisions could have the effect of discouraging others from attempting hostile takeovers and, as a consequence, they may also inhibit temporary fluctuations in the market price of our common stock that often result from actual or rumored hostile takeover attempts. These provisions may also have the effect of preventing changes in our management. It is possible that these provisions could make it more difficult to accomplish transactions that stockholders may otherwise deem to be in their best interests.

Transfer Agent and Registrar

The transfer agent and registrar for our common stock will be American Stock Transfer & Trust Company. Its telephone number is (212) 936-5100.

Nasdaq Global Market Listing

We have applied to list our common stock on the Nasdaq Global Market under the symbol “ALIM.”

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SHARES ELIGIBLE FOR FUTURE SALE

Prior to this offering, there has been no public market for our common stock, and we cannot assure you that a significant public market for our common stock will develop or be sustained after this offering. As described below, no shares currently outstanding will be available for sale immediately after this offering due to certain contractual and securities law restrictions on resale. Sales of substantial amounts of our common stock in the public market after the restrictions lapse could cause the prevailing market price to decline and limit our ability to raise equity capital in the future.

Upon completion of this offering, we will have outstanding an aggregate of           shares of common stock, assuming no exercise of the underwriters’ option to purchase additional shares and no exercise of options or warrants to purchase common stock that were outstanding as of September 30, 2009. The shares of common stock being sold in this offering will be freely tradable without restriction or further registration under the Securities Act.

The remaining           shares of common stock held by existing stockholders are restricted securities as that term is defined in Rule 144 under the Securities Act. Restricted securities may be sold in the public market only if registered or if they qualify for an exemption from registration under Section 4(1), or Rule 144 or 701 promulgated under the Securities Act, which rules are summarized below.

The following table shows approximately when the           shares of our common stock that are not being sold in this offering, but which will be outstanding when this offering is complete, will be eligible for sale in the public market:

Eligibility of Restricted Shares for Sale in the Public Market

Days After Date of this Prospectus	Shares Eligible for Sale	Comment
Upon Effectiveness		Shares sold in the offering
Upon Effectiveness		Freely tradable shares saleable under Rule 144 that are not subject to the lock-up
90 Days		Shares saleable under Rules 144 and 701 that are not subject to a lock-up
180 Days		Lock-up released, subject to extension; shares saleable under Rules 144 and 701
Thereafter		Restricted securities held for one year or less

Resale of           of the restricted shares that will become available for sale in the public market starting 180 days after the effective date will be limited by volume and other resale restrictions under Rule 144 because the holders are our affiliates.

Lock-Up Agreements

Our officers, directors, and holders of substantially all of our common stock have agreed with the underwriters, subject to certain exceptions, not to dispose of or hedge any of their common stock or securities convertible into or exchangeable for shares of common stock for a period through the date 180 days after the date of this prospectus, except with the prior written consent of Credit Suisse Securities (USA) LLC and Citigroup Global Markets Inc. In addition, all holders of our common stock and options to purchase our common stock have previously entered agreements with us not to sell or otherwise transfer any of their common stock or securities convertible into or exchangeable for shares of common stock for a period through the date 180 days after the date of this prospectus.

The 180-day restricted period under the agreements with the underwriters described in the preceding paragraph will be automatically extended if: (1) during the last 17 days of the 180-day restricted period we issue an earnings release or announce material news or a material event; or (2) prior to the expiration of the 180-day restricted period, we announce that we will release earnings results during the 15-day period following the last day of the 180-day period, in which case the restrictions described in the preceding paragraph will

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continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the announcement of the material news or material event.

Rule 144

The availability of Rule 144 will vary depending on whether restricted shares are held by an affiliate or a non-affiliate. Under Rule 144 as in effect on the date of this prospectus, once we have been a reporting company subject to the reporting requirements of Section 13 or Section 15(d) of the Exchange Act for 90 days, an affiliate who has beneficially owned restricted shares of our common stock for at least six months would be entitled to sell within any three-month period a number of shares that does not exceed the greater of either of the following:

•  1% of the number of shares of common stock then outstanding, which will equal           shares immediately after this offering; and

•  the average weekly trading volume of our common stock during the four calendar weeks preceding the filing of a notice on Form 144 with respect to the sale.

However, the six month holding period increases to one year in the event we have not been a reporting company for at least 90 days. In addition, any sales by affiliates under Rule 144 are also limited by manner of sale provisions and notice requirements and the availability of current public information about us.

The volume limitation, manner of sale and notice provisions described above will not apply to sales by non-affiliates. For purposes of Rule 144, a non-affiliate is any person or entity who is not our affiliate at the time of sale and has not been our affiliate during the preceding three months. Once we have been a reporting company for 90 days, a non-affiliate who has beneficially owned restricted shares of our common stock for six months may rely on Rule 144 provided that certain public information regarding us is available. The six month holding period increases to one year in the event we have not been a reporting company for at least 90 days. However, a non-affiliate who has beneficially owned the restricted shares proposed to be sold for at least one year will not be subject to any restrictions under Rule 144 regardless of how long we have been a reporting company.

Rule 701

Under Rule 701, common stock acquired upon the exercise of certain currently outstanding options or pursuant to other rights granted under our stock plans may be resold, to the extent not subject to lock-up agreements, (1) by persons other than affiliates, beginning 90 days after the effective date of this offering, subject only to the manner-of-sale provisions of Rule 144, and (2) by affiliates, subject to the manner-of-sale, current public information and filing requirements of Rule 144, in each case, without compliance with the one-year holding period requirement of Rule 144. All Rule 701 shares are, however, subject to lock-up agreements and will only become eligible for sale upon the expiration of the contractual lock-up agreements. Credit Suisse Securities (USA) LLC and Citigroup Global Markets Inc. may release all or any portion of the securities subject to lock-up agreements.

Registration Rights

After the completion of this offering, the holders of           shares of our common stock and the selling stockholder will be entitled to the registration rights described in the section titled “Description of Capital Stock — Registration Rights.” All such shares are covered by lock-up agreements. Following the expiration of the lock-up period, registration of these shares under the Securities Act would result in the shares becoming freely tradable without restriction under the Securities Act immediately upon the effectiveness of the registration, except for shares purchased by our affiliates.

Form S-8 Registration Statements

Prior to the expiration of the lock-up period, we intend to file one or more registration statements on Form S-8 under the Securities Act to register the shares of our common stock that are issuable pursuant to our 2004 Incentive Stock Plan, 2005 Incentive Stock Plan, 2009 Equity Incentive Plan and 2009 Employee Stock Purchase Plan. See “Management — Equity Benefit Plans” for additional information. Subject to the lock-up agreements described above and any applicable vesting restrictions, shares registered under these registration statements will be available for resale in the public market immediately upon the effectiveness of these registration statements, except with respect to Rule 144 volume limitations that apply to our affiliates.

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MATERIAL UNITED STATES FEDERAL TAX CONSEQUENCES FOR NON-U.S. SHAREHOLDERS

The following is a general discussion of the material U.S. federal income and estate tax consequences of the ownership and disposition of our common stock by a beneficial owner that is a “non-U.S. holder.” For purposes of this discussion, a “non-U.S. holder” is a person or entity that is for U.S. federal income tax purposes:

•  a non-resident alien individual, other than certain former citizens and residents of the United States;

•  a corporation, or other entity treated as a corporation for U.S. federal income tax purposes, created or organized under the laws of a jurisdiction other than the United States or any state or political subdivision thereof;

•  an estate, other than an estate the income of which is subject to U.S. federal income taxation regardless of its source; or

•  a trust, other than if a court within the United States is able to exercise primary supervision over the administration of the trust and one or more U.S. persons have the authority to control all substantial decisions of the trust.

A “non-U.S. holder” does not include an individual who is present in the United States for 183 days or more in the taxable year of disposition of our common stock and is not otherwise a resident of the United States for U.S. federal income tax purposes. Such an individual is urged to consult his or her own tax adviser regarding the U.S. federal income tax consequences of the sale, exchange or other disposition of our common stock.

This discussion is based on the Internal Revenue Code of 1986, as amended (the Code), and administrative pronouncements, judicial decisions and final, temporary and proposed Treasury Regulations, changes to any of which subsequent to the date of this prospectus may affect the tax consequences described herein, possibly with a retroactive effect. This discussion does not address all aspects of U.S. federal income and estate taxation that may be relevant to non-U.S. holders in light of their particular circumstances and does not address any tax consequences arising under the laws of any state, local or foreign jurisdiction.

The discussion below is limited to non-U.S. holders that hold our shares of common stock as capital assets within the meaning of the Code. The discussion generally does not address tax considerations that may be relevant to particular investors because of their specific circumstances, or because they are subject to special rules, including, without limitation, banks, insurance companies, or other financial institutions; “controlled foreign corporations” or “passive foreign investment companies”; persons subject to the alternative minimum tax; tax-exempt organizations; dealers in securities or currencies; traders in securities that elect to use a mark-to-market method of accounting for their securities holdings; certain former citizens or long-term residents of the United States; “hybrid entities” (entities treated as flow-through entities in one jurisdictions but as opaque in another) and their owners; persons who hold our common stock as a position in a hedging transaction, “straddle,” “conversion transaction,” hedge or other risk reduction transaction; or persons deemed to sell our common stock under the constructive sale provisions of the Code.

If a partnership, or any entity treated as a partnership for U.S. federal income tax purposes, is a holder of our common stock, the tax treatment of a partner in the partnership will generally depend upon the status of the partner and the activities of the partnership. A holder that is a partnership, and the partners in such partnership, should consult their own tax advisers regarding the tax consequences of the acquisition, holding and disposition of our common stock.

Prospective holders are urged to consult their tax advisers with respect to the particular tax consequences to them of acquiring, holding and disposing of our common stock, including the consequences under the laws of any state, local or foreign jurisdiction.

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Dividends

As discussed in the section entitled “Dividend Policy,” we do not anticipate paying any distributions in the foreseeable future. However, if we do make distributions on our common stock, those payments will generally constitute dividends for U.S. tax purposes to the extent paid from our current or accumulated earnings and profits, as determined under U.S. federal income tax principles. To the extent those distributions exceed our current and accumulated earnings and profits, they will constitute a return of capital and will first reduce a non-U.S. holder’s basis in our common stock, but not below zero, and then will be treated as gain from the sale of stock. Any dividend paid to a non-U.S. holder on our common stock will generally be subject to U.S. withholding tax at a 30% rate. The withholding tax might apply at a reduced rate under the terms of an applicable income tax treaty between the United States and the non-U.S. holder’s country of residence. A non-U.S. holder must demonstrate its entitlement to treaty benefits by certifying eligibility. A non-U.S. holder can meet this certification requirement by providing a Form W-8BEN or appropriate substitute form to us or our paying agent. If the holder holds the stock through a financial institution or other agent acting on the holder’s behalf, the holder will be required to provide appropriate documentation to the agent. The holder’s agent will then be required to provide certification to us or our paying agent, either directly or through other intermediaries. For payments made to a foreign partnership or other flow-through entity, the certification requirements generally apply to the partners or other owners as well as to the partnership or other entity, and the partnership or other entity must provide the partners’ or other owners’ documentation to us or our paying agent. Special rules, described below, apply if a dividend is effectively connected with a U.S. trade or business conducted by the non-U.S. holder.

Gain on Disposition of Common Stock

Non-U.S. holders generally will not be subject to U.S. federal income tax on any gains realized on the sale, exchange, or other disposition of our common stock unless:

•  the gain is effectively connected with a trade or business of the non-U.S. holder in the United States, subject to an applicable income tax treaty providing otherwise; or

•  we are or have been a “U.S. real property holding corporation,” as defined below, at any time within the five-year period preceding the disposition or during the non-U.S. holder’s holding period, whichever period is shorter.

We are not, and do not anticipate becoming, a U.S. real property holding corporation. Generally, a corporation is a “U.S. real property holding corporation” if the fair market value of its U.S. real property interests (as defined in the Code and the applicable Treasury regulations) equals or exceeds 50% of the aggregate fair market value of its worldwide real property interests and its other assets used or held for use in a trade or business. Even if we were to become a U.S. real property holding corporation, gain on the sale or other disposition of our common stock by a non-U.S. holder generally would not be subject to U.S. federal income tax, provided that the common stock is regularly traded on an established securities market and the non-U.S. holder does not actually or constructively own more than 5% of our common stock during the shorter of (1) the five-year period ending on the date of the disposition or (2) the period of time during which the holder held such shares.

Dividends or Gain Effectively Connected With a U.S. Trade or Business

If any dividend on our common stock, or gain from the sale, exchange or other disposition of our common stock, is effectively connected with a U.S. trade or business conducted by the non-U.S. holder, then the dividend or gain will be subject to U.S. federal income tax at the regular graduated rates. If the non-U.S. holder is eligible for the benefits of a tax treaty between the United States and the holder’s country of residence, any “effectively connected” dividend or gain generally would be subject to U.S. federal income tax only if it is also attributable to a permanent establishment or fixed base maintained by the holder in the United States. Payments of dividends that are effectively connected with a U.S. trade or business, and therefore included in the gross income of a non-U.S. holder, will not be subject to the 30% withholding tax. To claim exemption from withholding, the holder must certify its qualification, which can be done by providing a

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Form W-8ECI. If the non-U.S. holder is a corporation, that portion of its earnings and profits that is effectively connected with its U.S. trade or business would generally be subject to a “branch profits tax.” The branch profits tax rate generally is 30%, although an applicable income tax treaty might provide for a lower rate.

Information Reporting Requirements and Backup Withholding

Information returns will be filed with the Internal Revenue Service in connection with payments of dividends to a non-U.S. holder. Unless a non-U.S. holder complies with certification procedures to establish that it is not a U.S. person, information returns may be filed with the Internal Revenue Service in respect of the proceeds from a sale or other disposition of common stock and the non-U.S. holder may be subject to U.S. backup withholding on payments of dividends or on the proceeds from a sale or other disposition of common stock. The certification procedures required to claim a reduced rate of withholding under a treaty will satisfy the certification requirements necessary to avoid the backup withholding tax as well. The amount of any backup withholding from a payment to a non-U.S. holder will be allowed as a credit against such holder’s U.S. federal income tax liability and may entitle such holder to a refund, provided that the required information is furnished to the Internal Revenue Service.

Federal Estate Tax

The estates of nonresident alien individuals are generally subject to U.S. federal estate tax on property with a U.S. situs. Because we are a U.S. corporation, our common stock will be U.S. situs property and therefore will be included in the taxable estate of a nonresident alien decedent. The U.S. federal estate tax liability of the estate of a nonresident alien may be affected by a tax treaty between the United States and the decedent’s country of residence.

THE PRECEDING DISCUSSION OF U.S. FEDERAL INCOME AND ESTATE TAX CONSIDERATIONS IS FOR GENERAL INFORMATION ONLY. IT IS NOT TAX ADVICE. EACH PROSPECTIVE INVESTOR SHOULD CONSULT ITS OWN TAX ADVISOR REGARDING THE PARTICULAR U.S. FEDERAL, STATE, LOCAL, AND FOREIGN TAX CONSEQUENCES OF PURCHASING, HOLDING, AND DISPOSING OF OUR COMMON STOCK, INCLUDING THE CONSEQUENCES OF ANY PROPOSED CHANGE IN APPLICABLE LAWS.

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UNDERWRITING

Under the terms and subject to the conditions contained in an underwriting agreement dated          , 2010, we have agreed to sell to the underwriters named below, for whom Credit Suisse Securities (USA) LLC and Citigroup Global Markets Inc. are acting as representatives, the following respective numbers of shares of common stock:

	Number
Underwriter	of Shares
Credit Suisse Securities (USA) LLC
Citigroup Global Markets Inc.
Cowen and Company, LLC
Oppenheimer & Co. Inc.
Total

The underwriting agreement provides that the underwriters are obligated to purchase all the shares of common stock in the offering if any are purchased, other than those shares covered by the over-allotment option described below. The underwriting agreement also provides that if an underwriter defaults the purchase commitments of non-defaulting underwriters may be increased or the offering may be terminated.

We have granted to the underwriters a 30-day option to purchase on a pro rata basis up to           additional shares at the initial public offering price less the underwriting discounts and commissions. The option may be exercised only to cover any over-allotments of common stock.

The underwriters propose to offer the shares of common stock initially at the public offering price on the cover page of this prospectus and to selling group members at that price less a selling concession of $      per share. The underwriters and selling group members may allow a discount of $      per share on sales to other broker/dealers. After the initial public offering the representatives may change the public offering price and concession and discount to broker/dealers.

The following table summarizes the compensation and estimated expenses we will pay:

	Per Share		Total
	Without	With	Without	With
	Over-allotment	Over-allotment	Over-allotment	Over-allotment
Underwriting Discounts and Commissions paid by us	$	$	$	$
Expenses payable by us

The underwriters have informed us that they do not expect sales to accounts over which the underwriters have discretionary authority to exceed 5% of the shares of common stock being offered.

We, and each of our officers and directors and holders of substantially all of our outstanding common stock, have agreed that, subject to certain exceptions we will not offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any shares of our common stock or securities convertible into or exchangeable or exercisable for any shares of our common stock, enter into a transaction that would have the same effect, or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of our common stock, whether any of these transactions are to be settled by delivery of our common stock or other securities, in cash or otherwise, or publicly disclose the intention to make any offer, sale, pledge or disposition, or to enter into any transaction, swap, hedge or other arrangement, without, in each case, the prior written consent of each of Credit Suisse Securities (USA) LLC and Citigroup Global Markets Inc. for a period of 180 days after the date of this prospectus. However, in the event that either (1) during the last 17 days of the “lock-up” period, we release earnings results or material news or a material event relating to us occurs or (2) prior to the expiration of the “lock-up” period, we announce that we will release earnings results during the 16-day period beginning on the last day of the “lock-up” period, then in either case the expiration of the “lock-up” will be extended until the expiration of the 18-day period beginning on the date of the release of the earnings results or the occurrence of the material news or event, as

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applicable, unless each of Credit Suisse Securities (USA) LLC and Citigroup Global Markets Inc. waive, in writing, such an extension.

We have agreed to indemnify the underwriters against liabilities under the Securities Act, or contribute to payments that the underwriters may be required to make in that respect.

We have applied to list the shares of common stock on The Nasdaq Global Market under the symbol “ALIM.”

Certain of the underwriters and their respective affiliates may have from time to time performed and may in the future perform various financial advisory, commercial banking and investment banking services for us in the ordinary course of business, for which they received or will receive customary fees.

Prior to the offering, there has been no market for our common stock. The initial public offering price will be determined by negotiation between us and the underwriters and will not necessarily reflect the market price of the common stock following the offering. The principal factors that will be considered in determining the initial public offering price will include:

•  the information presented in this prospectus and otherwise available to the underwriters;

•  the history of and the prospects for the industry in which we compete;

•  the ability of our management;

•  the prospects for our future earnings;

•  the present state of our development and our current financial condition;

•  the recent market prices of, and the demand for, publicly traded common stock of generally comparable companies; and

•  the general condition of the securities markets at the time of the offering.

We offer no assurances that the initial public offering price will correspond to the price at which our common stock will trade in the public market subsequent to the offering or that an active trading market for the common stock will develop and continue after the offering.

In connection with the offering the underwriters may engage in stabilizing transactions, over-allotment transactions, syndicate covering transactions, penalty bids and passive market making in accordance with Regulation M under the Securities Exchange Act of 1934 (the “Exchange Act”).

•  Stabilizing transactions permit bids to purchase the underlying security so long as the stabilizing bids do not exceed a specified maximum.

•  Over-allotment involves sales by the underwriters of shares in excess of the number of shares the underwriters are obligated to purchase, which creates a syndicate short position. The short position may be either a covered short position or a naked short position. In a covered short position, the number of shares over-allotted by the underwriters is not greater than the number of shares that they may purchase in the over-allotment option. In a naked short position, the number of shares involved is greater than the number of shares in the over-allotment option. The underwriters may close out any covered short position by either exercising their over-allotment option and/or purchasing shares in the open market.

•  Syndicate covering transactions involve purchases of the common stock in the open market after the distribution has been completed in order to cover syndicate short positions. In determining the source of shares to close out the short position, the underwriters will consider, among other things, the price of shares available for purchase in the open market as compared to the price at which they may purchase shares through the over-allotment option. If the underwriters sell more shares than could be covered by the over-allotment option, a naked short position, the position can only be closed out by buying shares in the open market. A naked short position is more likely to be created if the underwriters are concerned that there could be downward pressure on the price of the shares in the open market after pricing that could adversely affect investors who purchase in the offering.

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•  Penalty bids permit the representatives to reclaim a selling concession from a syndicate member when the common stock originally sold by the syndicate member is purchased in a stabilizing or syndicate covering transaction to cover syndicate short positions.

•  In passive market making, market makers in the common stock who are underwriters or prospective underwriters may, subject to limitations, make bids for or purchases of our common stock until the time, if any, at which a stabilizing bid is made.

These stabilizing transactions, syndicate covering transactions and penalty bids may have the effect of raising or maintaining the market price of our common stock or preventing or retarding a decline in the market price of the common stock. As a result the price of our common stock may be higher than the price that might otherwise exist in the open market. These transactions may be effected on The Nasdaq Global Market or otherwise and, if commenced, may be discontinued at any time.

A prospectus in electronic format may be made available on the Web sites maintained by one or more of the underwriters, or selling group members, if any, participating in this offering, and one or more of the underwriters participating in this offering may distribute prospectuses electronically. The representatives may agree to allocate a number of shares to underwriters and selling group members for sale to their online brokerage account holders. Internet distributions will be allocated by the underwriters and selling group members that will make Internet distributions on the same basis as other allocations.

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SELLING RESTRICTIONS

Notice to Prospective Investors in the European Economic Area

In relation to each member state of the European Economic Area that has implemented the Prospectus Directive (each, a relevant member state), with effect from and including the date on which the Prospectus Directive is implemented in that relevant member state (the relevant implementation date), an offer of shares described in this prospectus may not be made to the public in that relevant member state prior to the publication of a prospectus in relation to the shares that has been approved by the competent authority in that relevant member state or, where appropriate, approved in another relevant member state and notified to the competent authority in that relevant member state, all in accordance with the Prospectus Directive, except that, with effect from and including the relevant implementation date, an offer of securities may be offered to the public in that relevant member state at any time:

•  to any legal entity that is authorized or regulated to operate in the financial markets or, if not so authorized or regulated, whose corporate purpose is solely to invest in securities;

•  to any legal entity that has two or more of (1) an average of at least 250 employees during the last financial year; (2) a total balance sheet of more than €43,000,000 and (3) an annual net turnover of more than €50,000,000, as shown in its last annual or consolidated accounts;

•  to fewer than 100 natural or legal persons (other than qualified investors as defined below) subject to obtaining the prior consent of the representatives for any such offer; or

•  in any other circumstances that do not require the publication of a prospectus pursuant to Article 3 of the Prospectus Directive.

Each purchaser of shares described in this prospectus located within a relevant member state will be deemed to have represented, acknowledged and agreed that it is a “qualified investor” within the meaning of Article 2(1)(e) of the Prospectus Directive.

For purposes of this provision, the expression an “offer to the public” in any relevant member state means the communication in any form and by any means of sufficient information on the terms of the offer and the securities to be offered so as to enable an investor to decide to purchase or subscribe the securities, as the expression may be varied in that member state by any measure implementing the Prospectus Directive in that member state, and the expression “Prospectus Directive” means Directive 2003/71/EC and includes any relevant implementing measure in each relevant member state.

The sellers of the shares have not authorized and do not authorize the making of any offer of shares through any financial intermediary on their behalf, other than offers made by the underwriters with a view to the final placement of the shares as contemplated in this prospectus. Accordingly, no purchaser of the shares, other than the underwriters, is authorized to make any further offer of the shares on behalf of the sellers or the underwriters.

Notice to Prospective Investors in France

Neither this prospectus nor any other offering material relating to the shares described in this prospectus has been submitted to the clearance procedures of the Autorité des Marchés Financiers or of the competent authority of another member state of the European Economic Area and notified to the Autorité des Marchés Financiers. The shares have not been offered or sold and will not be offered or sold, directly or indirectly, to the public in France. Neither this prospectus nor any other offering material relating to the shares has been or will be:

•  released, issued, distributed or caused to be released, issued or distributed to the public in France; or

•  used in connection with any offer for subscription or sale of the shares to the public in France.

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Such offers, sales and distributions will be made in France only:

•  to qualified investors (investisseurs qualifiés) and/or to a restricted circle of investors (cercle restreint d’investisseurs), in each case investing for their own account, all as defined in, and in accordance with articles L.411-2, D.411-1, D.411-2, D.734-1, D.744-1, D.754-1 and D.764-1 of the French Code monétaire et financier;

•  to investment services providers authorized to engage in portfolio management on behalf of third parties; or

•  in a transaction that, in accordance with article L.411-2-II-1°-or-2°-or 3° of the French Code monétaire et financier and article 211-2 of the General Regulations (Règlement Général) of the Autorité des Marchés Financiers, does not constitute a public offer (appel public à l’épargne).

The shares may be resold directly or indirectly, only in compliance with articles L.411-1, L.411-2, L.412-1 and L.621-8 through L.621-8-3 of the French Code monétaire et financier.

Notice to Prospective Investors in Germany

The common stock which are the object of this prospectus are neither registered for public distribution with the Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht or “BaFin”) according to the German Investment Act nor listed on a German exchange. No sales prospectus pursuant to the German Securities Prospectus Act or German Sales Prospectus Act or German Investment Act has been filed with the BaFin. Consequently, the common stock must not be distributed within the Federal Republic of Germany by way of a public offer, public advertisement or in any similar manner and this prospectus and any other document relating to the common stock, as well as information or statements contained therein, may not be supplied to the public in the Federal Republic of Germany or used in connection with any offer for subscription of the common stock to the public in the Federal Republic of Germany or any other means of public marketing.

Notice to Prospective Investors in Hong Kong

The shares may not be offered or sold in Hong Kong by means of any document other than (i) in circumstances which do not constitute an offer to the public within the meaning of the Companies Ordinance (Cap. 32, Laws of Hong Kong), or (ii) to “professional investors” within the meaning of the Securities and Futures Ordinance (Cap. 571, Laws of Hong Kong) and any rules made thereunder, or (iii) in other circumstances which do not result in the document being a “prospectus” within the meaning of the Companies Ordinance (Cap. 32, Laws of Hong Kong) and no advertisement, invitation or document relating to the shares may be issued or may be in the possession of any person for the purpose of issue (in each case whether in Hong Kong or elsewhere), which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the laws of Hong Kong) other than with respect to shares which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” within the meaning of the Securities and Futures Ordinance (Cap. 571, Laws of Hong Kong) and any rules made thereunder.

Notice to Prospective Investors in Israel

In the State of Israel, the shares of common stock offered hereby may not be offered to any person or entity other than the following:

(a)	a fund for joint investments in trust (i.e., mutual fund), as such term is defined in the Law for Joint Investments in Trust, 5754-1994, or a management company of such a fund;
(b)	a provident fund as defined in Section 47(a)(2) of the Income Tax Ordinance of the State of Israel, or a management company of such a fund;
(c)	an insurer, as defined in the Law for Oversight of Insurance Transactions, 5741-1981, (d) a banking entity or satellite entity, as such terms are defined in the Banking Law (Licensing), 5741-1981, other than a joint

121

	services company, acting for their own account or for the account of investors of the type listed in Section 15A(b) of the Securities Law 1968;
(d)	a company that is licensed as a portfolio manager, as such term is defined in Section 8(b) of the Law for the Regulation of Investment Advisors and Portfolio Managers, 5755-1995, acting on its own account or for the account of investors of the type listed in Section 15A(b) of the Securities Law 1968;
(e)	a company that is licensed as an investment advisor, as such term is defined in Section 7(c) of the Law for the Regulation of Investment Advisors and Portfolio Managers, 5755-1995, acting on its own account;
(f)	a company that is a member of the Tel Aviv Stock Exchange, acting on its own account or for the account of investors of the type listed in Section 15A(b) of the Securities Law 1968;
(g)	an underwriter fulfilling the conditions of Section 56(c) of the Securities Law, 5728-1968;
(h)	a venture capital fund (defined as an entity primarily involved in investments in companies which, at the time of investment, (i) are primarily engaged in research and development or manufacture of new technological products or processes and (ii) involve above-average risk);
(i)	an entity primarily engaged in capital markets activities in which all of the equity owners meet one or more of the above criteria; and
(j)	an entity, other than an entity formed for the purpose of purchasing shares of common stock in this offering, in which the shareholders equity (including pursuant to foreign accounting rules, international accounting regulations and U.S. generally accepted accounting rules, as defined in the Securities Law Regulations (Preparation of Annual Financial Statements), 1993) is in excess of NIS 250 million.

Any offeree of the shares of common stock offered hereby in the State of Israel shall be required to submit written confirmation that it falls within the scope of one of the above criteria. This prospectus will not be distributed or directed to investors in the State of Israel who do not fall within one of the above criteria.

Notice to Prospective Investors in Japan

The shares offered in this prospectus have not been registered under the Securities and Exchange Law of Japan. The shares have not been offered or sold and will not be offered or sold, directly or indirectly, in Japan or to or for the account of any resident of Japan, except (i) pursuant to an exemption from the registration requirements of the Securities and Exchange Law and (ii) in compliance with any other applicable requirements of Japanese law.

Notice to Prospective Investors in Singapore

This prospectus has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this prospectus and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the shares may not be circulated or distributed, nor may the shares be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor under Section 274 of the Securities and Futures Act, Chapter 289 of Singapore (the SFA), (ii) to a relevant person pursuant to Section 275(1), or any person pursuant to Section 275(1A), and in accordance with the conditions specified in Section 275 of the SFA or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA, in each case subject to compliance with conditions set forth in the SFA.

Where the shares are subscribed or purchased under Section 275 of the SFA by a relevant person which is:

•  a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or

•  a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary of the trust is an individual who is an accredited investor, shares, debentures and units of shares and debentures of that corporation or the beneficiaries’ rights and interest (howsoever

122

described) in that trust shall not be transferred within six months after that corporation or that trust has acquired the shares pursuant to an offer made under Section 275 of the SFA except:

•  to an institutional investor (for corporations, under Section 274 of the SFA) or to a relevant person defined in Section 275(2) of the SFA, or to any person pursuant to an offer that is made on terms that such shares, debentures and units of shares and debentures of that corporation or such rights and interest in that trust are acquired at a consideration of not less than S$200,000 (or its equivalent in a foreign currency) for each transaction, whether such amount is to be paid for in cash or by exchange of securities or other assets, and further for corporations, in accordance with the conditions specified in Section 275 of the SFA;

•  where no consideration is or will be given for the transfer; or

•  where the transfer is by operation of law.

Notice to Prospective Investors in Spain

The proposed offer of common stock has not been registered with the Comision Nacional del Mercado de Valores (the CNMV). Accordingly, no communication nor any document or offer material may be distributed in Spain or targeted at Spanish resident investors, save in compliance and in accordance with the requirements of Law 24/1988, 28 July, as amended.

Notice to Prospective Investors in Switzerland

The shares of common stock offered pursuant to this prospectus will not be offered, directly or indirectly, to the public in Switzerland and this prospectus does not constitute a public offering prospectus as that term is understood pursuant to art. 652a or art. 1156 of the Swiss Federal Code of Obligations. The Company has not applied for a listing of the common stock being offered pursuant to this prospectus on the SWX Swiss Exchange or on any other regulated securities market, and consequently, the information presented in this prospectus does not necessarily comply with the information standards set out in the relevant listing rules. The shares of common stock being offered pursuant to this prospectus have not been registered with the Swiss Federal Banking Commission as foreign investment funds, and the investor protection afforded to acquirers of investment fund certificates does not extend to acquirers of the shares of common stock.

Investors are advised to contact their legal, financial or tax advisers to obtain an independent assessment of the financial and tax consequences of an investment in the shares of common stock.

Notice to Prospective Investors in the United Kingdom

This prospectus is only being distributed to, and is only directed at, persons in the United Kingdom that are qualified investors within the meaning of Article 2(1)(e) of the Prospectus Directive that are also (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the Order) or (ii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (each such person being referred to as a “relevant person”). This prospectus and its contents are confidential and should not be distributed, published or reproduced (in whole or in part) or disclosed by recipients to any other persons in the United Kingdom. Any person in the United Kingdom that is not a relevant person should not act or rely on this document or any of its contents.

INDUSTRY AND MARKET DATA

We obtained the industry, market and competitive position data throughout this prospectus from our own internal estimates and research as well as from industry and general publications and research, surveys and studies conducted by third-parties. Industry publications, studies and surveys generally state that they have been obtained from sources believed to be reliable, although they do not guarantee the accuracy or completeness of such information. While we believe that each of these studies and publications is reliable, we

123

have not independently verified market and industry data from third-party sources. While we believe our internal company research is reliable and the market definitions are appropriate, neither such research nor these definitions have been verified by any independent source.

LEGAL MATTERS

The validity of the common stock being offered by our company will be passed upon for us by Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP, Waltham, Massachusetts. The underwriters are represented by Davis Polk & Wardwell LLP, New York, New York. As of the date of this prospectus, certain partners and employees of Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP beneficially owned an aggregate of 20,002 shares of our common stock.

EXPERTS

The financial statements of Alimera Sciences, Inc. as of December 31, 2007 and 2008 and as of September 30, 2009, and for each of the three years in the period ended December 31, 2008 and for the nine months ended September 30, 2009, included in this prospectus, have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report appearing herein, which report expresses an unqualified opinion of the financial statements and includes an explanatory paragraph regarding the company’s ability to continue as a going concern. Such financial statements have been so included in reliance upon the report of such firm given upon their authority as experts in accounting and auditing.

WHERE YOU CAN FIND MORE INFORMATION

We have filed with the SEC a registration statement on Form S-1 (File Number 333- ) under the Securities Act with respect to the shares of common stock we are offering by this prospectus. This prospectus, which constitutes part of the registration statement, does not contain all of the information included in the registration statement and its exhibits and schedules. For further information pertaining to us and our common stock, you should refer to the registration statement and to its exhibits and schedules. Whenever we make reference in this prospectus to any of our contracts, agreements or other documents, the references are not necessarily complete, such financial statements have been you should refer to the exhibits attached to the registration statement for copies of the actual contract, agreement or other document.

Upon the closing of the offering, we will be subject to the informational requirements of the Exchange Act and we intend to file annual, quarterly and current reports, proxy statements and other information with the SEC. You can read our SEC filings, including the registration statement, through the Internet at the SEC’s Web site at www.sec.gov. You may also read and copy any document we file with the SEC at its public reference facility at 100 F Street, N.E., Washington, D.C. 20549.

You may also obtain copies of the documents at prescribed rates by writing to the Public Reference Section of the SEC at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the operation of the public reference facility.

124

ALIMERA SCIENCES, INC. INDEX TO FINANCIAL STATEMENTS

	Page
Report of Independent Registered Public Accounting Firm		F-2
Financial Statements as of December 31, 2007 and 2008, and September 30, 2009 and for the years ended December 31, 2006, 2007 and 2008 and the nine months ended September 30, 2008 (unaudited) and 2009:
Balance Sheets		F-3
Statements of Operations		F-4
Statements of Changes in Stockholders’ Deficit		F-5
Statements of Cash Flows		F-6
Notes to Financial Statements		F-8

F-1

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 sheets of Alimera Sciences, Inc. (the “Company”) as of December 31, 2007 and 2008 and September 30, 2009, and the related statements of operations, changes in stockholders’ deficit, and cash flows for each of the three years in the period ended December 31, 2008 and for the nine months ended September 30, 2009. 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. 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, 2007 and 2008 and September 30, 2009, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2008 and for the nine months ended September 30, 2009 in conformity with accounting principles generally accepted in the United States of America.

As described in Note 4, the accompanying financial statements have been prepared assuming the Company will continue as a going concern. The Company’s recurring net losses, stockholders’ deficit, need for additional financing, 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 4. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ Deloitte & Touche LLP

Atlanta, Georgia

October 30, 2009

F-2

ALIMERA SCIENCES, INC.

BALANCE SHEETS

AS OF DECEMBER 31, 2007 AND 2008 AND SEPTEMBER 30, 2009

										Pro Forma
	December 31,						September 30,			September 30,
	2007			2008			2009			2009
	(In thousands except share per data)
										(Unaudited)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	20,847		$	17,875		$	9,902		$	19,902
Accounts receivable — net of allowance of $66 at December 31, 2007		62			—			—			—
pSivida agreement receivable — net of allowance of $3,964 at December 31, 2007		1,927			—			—			—
Prepaid expenses and other current assets		1,262			1,593			690			690
Total current assets		24,098			19,468			10,592			20,592
PROPERTY AND EQUIPMENT — at cost less accumulated depreciation		397			796			297			297
OTHER LONG-TERM ASSETS		24			—			—			—
TOTAL ASSETS	$	24,519		$	20,264		$	10,889		$	20,889
LIABILITIES AND STOCKHOLDERS’ DEFICIT
CURRENT LIABILITIES:
Accounts payable	$	845		$	1,575		$	1,379		$	1,379
Accrued expenses		2,802			2,308			3,797			3,797
Outsourced services payable		579			1,024			849			849
Note payable (see Note 8)		—			—			3,000			3,000
Capital lease obligations		10			10			6			6
Total current liabilities		4,236			4,917			9,031			9,031
LONG-TERM LIABILITIES:
Note payable — less current portion (see Note 8)		—			15,000			12,000			12,000
Capital lease obligations — less current portion		16			6			2			2
Deferred rent payable		15			—			—			—
Fair value of preferred stock conversion feature		—			12,656			18,855			—
Other long-term liabilities		—			555			920			920
COMMITMENTS AND CONTINGENCIES (see Note 8)
PREFERRED STOCK:
Series A preferred stock, $.01 par value — 22,524,545 shares authorized, issued, and outstanding at December 31, 2007 and 2008 and September 30, 2009; liquidation preference of $32,746, $34,883, and $36,481 at December 31, 2007 and 2008 and September 30, 2009		32,280			34,199			35,895			—
Series B preferred stock, $.01 par value — 25,000,000 shares authorized at December 31, 2007 and 24,302,903 shares authorized at December 31, 2008 and September 30, 2009; 24,302,903 shares issued and outstanding at December 31, 2007 and 2008 and September 30, 2009; liquidation preference of $35,953, $38,509, and $40,415 at December 31, 2007 and 2008 and September 30, 2009		35,710			37,963			39,948			—
Series C preferred stock, $.01 par value — 19,744,246 shares authorized; 19,744,246 issued and outstanding at December 31, 2008 and September 30, 2009; liquidation preference of $31,881 and $33,676 at December 31, 2008 and September 30, 2009		—			30,855			32,798			—
Series C-1 preferred stock, $.01 par value — 9,872,124 shares authorized; 3,290,708 issued and outstanding at September 30, 2009; liquidation preference of $5,039 at September 30, 2009		—			—			2,616			—
STOCKHOLDERS’ DEFICIT:
Common stock, $.01 par value — 70,000,000 shares authorized, 5,155,935 issued and outstanding at December 31, 2007 and 90,000,000 shares authorized, 5,066,595 issued and outstanding at December 31, 2008 and 100,000,000 shares authorized, 5,206,839 issued and outstanding at September 30, 2009		52			51			52			829
Additional paid-in capital		2,867			3,474			4,339			145,146
Series C-1 preferred stock warrants		—			—			1,472			—
Common stock warrants		58			58			57			57
Accumulated deficit		(50,715	)		(119,470	)		(147,096	)		(147,096	)
TOTAL STOCKHOLDERS’ DEFICIT		(47,738	)		(115,887	)		(141,176	)		(1,064	)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	24,519		$	20,264		$	10,889		$	20,889

See Notes to Financial Statements.

F-3

ALIMERA SCIENCES, INC.

STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31, 2006, 2007, AND 2008
AND THE NINE MONTHS ENDED SEPTEMBER 30, 2008 AND 2009

										Nine Months Ended
	Years Ended December 31,									September 30,			September 30,
	2006			2007			2008			2008			2009
	(In thousands except share and per share data)
										(Unaudited)
RESEARCH AND DEVELOPMENT EXPENSES	$	6,736		$	8,363		$	43,764		$	39,614		$	11,979
GENERAL AND ADMINISTRATIVE EXPENSES		3,028			3,184			5,058			2,774			2,351
MARKETING EXPENSES		616			969			1,259			934			541
OPERATING EXPENSES		10,380			12,516			50,081			43,322			14,871
INTEREST INCOME		596			1,079			585			509			35
INTEREST EXPENSE		(2	)		(2	)		(1,514	)		(1,039	)		(1,423	)
DECREASE (INCREASE) IN FAIR VALUE OF PREFERRED STOCK CONVERSION FEATURE		6			1			(10,454	)		(4,083	)		(5,295	)
LOSS FROM CONTINUING OPERATIONS		(9,780	)		(11,438	)		(61,464	)		(47,935	)		(21,554	)
(LOSS) INCOME FROM DISCONTINUED OPERATIONS (SEE NOTE 3)		(3,191	)		5,733			—			—			—
NET LOSS		(12,971	)		(5,705	)		(61,464	)		(47,935	)		(21,554	)
BENEFICIAL CONVERSION FEATURE OF PREFERRED STOCK (SEE NOTE 9)		—			—			—			—			(355	)
PREFERRED STOCK ACCRETION		(243	)		(248	)		(718	)		(609	)		(377	)
PREFERRED STOCK DIVIDENDS		(3,548	)		(4,685	)		(6,573	)		(4,794	)		(5,340	)
NET LOSS APPLICABLE TO COMMON SHAREHOLDERS	$	(16,762	)	$	(10,638	)	$	(68,755	)	$	(53,338	)	$	(27,626	)
NET LOSS PER SHARE APPLICABLE TO COMMON SHAREHOLDERS — Basic and diluted	$	(3.43	)	$	(2.09	)	$	(13.39	)	$	(10.34	)	$	(5.41	)
WEIGHTED-AVERAGE SHARES OUTSTANDING — Basic and diluted		4,886,688			5,099,738			5,135,688			5,158,888			5,105,477
PRO FORMA NET LOSS PER SHARE APPLICABLE TO COMMON SHAREHOLDERS — Basic and diluted (Unaudited)							$	(0.74	)				$	(0.22	)
PRO FORMA WEIGHTED- AVERAGE SHARES OUTSTANDING — Basic and diluted								68,796,495						74,272,002

See Notes to Financial Statements.

F-4

ALIMERA SCIENCES, INC.

STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT
FOR THE YEARS ENDED DECEMBER 31, 2006, 2007, AND 2008
AND THE NINE MONTHS ENDED SEPTEMBER 30, 2009

							Additional			Series C-1
	Common Stock						Paid-In			Preferred		Common			Accumulated
	Shares			Amount			Capital			Warrants		Warrants			Deficit			Total
	(In thousands except share data)
BALANCE — December 31, 2005		4,886,560		$	49		$	2,193		$	—	$	58		$	(23,315	)	$	(21,015	)
Preferred stock accretion and dividends		—			—			—			—		—			(3,791	)		(3,791	)
Stock compensation expense		—			—			350			—		—			—			350
Stock option exercises		46,748			—			28			—		—			—			28
Net loss		—			—			—			—		—			(12,971	)		(12,971	)
BALANCE — December 31, 2006		4,933,308			49			2,571			—		58			(40,077	)		(37,399	)
Preferred stock accretion and dividends		—			—			—			—		—			(4,933	)		(4,933	)
Stock compensation expense		—			—			185			—		—			—			185
Stock option exercises		222,627			3			111			—		—			—			114
Net loss		—			—			—			—		—			(5,705	)		(5,705	)
BALANCE — December 31, 2007		5,155,935			52			2,867			—		58			(50,715	)		(47,738	)
Preferred stock accretion and dividends		—			—			—			—		—			(7,291	)		(7,291	)
Repurchase and retirement of common stock		(94,340	)		(1	)		(149	)		—		—			—			(150	)
Stock compensation expense		—			—			750			——					—			750
Exercise of warrants		5,000			—			6			—		—			—			6
Net loss		—			—			—			—		—			(61,464	)		(61,464	)
BALANCE — December 31, 2008		5,066,595			51			3,474			—		58			(119,470	)		(115,887	)
Preferred stock accretion and dividends		—			—			—			—		—			(5,717	)		(5,717	)
Issuance of common stock		127,119			1			149			—		—			—			150
Issuance of Series C-1 preferred warrants		—			—			—			1,472		—			—			1,472
Exercise of stock options		13,125			—			6			—		—			—			6
Beneficial conversion feature of Series C-1 preferred stock (see Note 9)		—			—			355			—		—			(355	)		—
Retirement of warrants		—			—			1			—		(1	)		—			—
Stock compensation expense		—			—			354			—		—			—			354
Net loss		—						—			—		—			(21,554	)		(21,554	)
BALANCE — September 30, 2009		5,206,839		$	52		$	4,339		$	1,472	$	57		$	(147,096	)	$	(141,176	)

See Notes to Financial Statements.

F-5

ALIMERA SCIENCES, INC.

STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2006, 2007, AND 2008
AND FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2008 AND 2009

										Nine Months Ended
	Years Ended December 31,									September 30,			September 30,
	2006			2007			2008			2008			2009
	(In thousands)
										(Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(12,971	)	$	(5,705	)	$	(61,464	)	$	(47,935	)	$	(21,554	)
Loss (income) from discontinued operations		3,191			(5,733	)		—			—			—
Depreciation and amortization		129			147			241			172			1,048
Change in fair value of preferred stock conversion feature		(6	)		(1	)		10,454			4,083			5,295
Stock compensation expense		253			185			750			630			354
Noncash research and development expense (see Note 5 and Note 6)		—			—			17,809			17,809			150
Changes in assets and liabilities:
Prepaid expenses and other current assets		(1,460	)		(1,551	)		(1,213	)		(2,459	)		462
Accounts payable		120			181			615			902			(246	)
Accrued expenses and other current liabilities		787			2,060			85			2,825			1,344
Other long-term assets		(24	)		—			24			24			—
Other long-term liabilities		(11	)		(18	)		540			368			365
Net cash used in operating activities of continuing operations		(9,992	)		(10,435	)		(32,159	)		(23,581	)		(12,782	)
Net cash (used in) provided by operating activities of discontinued operations		(10,792	)		(2,502	)		43			56			(30	)
Net cash used in operating activities		(20,784	)		(12,937	)		(32,116	)		(23,525	)		(12,812	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment		(443	)		(172	)		(640	)		(487	)		(58	)
Net cash used in investing activities of continuing operations		(443	)		(172	)		(640	)		(487	)		(58	)
Net cash provided by investing activities of discontinued operations		9,750			6,719			—			—			—
Net cash provided by (used in) investing activities		9,307			6,547			(640	)		(487	)		(58	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from (offering costs of) sale of Series B
preferred stock — net		15,802			(23	)		—			—			—
Proceeds from sale of Series C preferred stock — net		—			—			29,938			29,937			—
Proceeds from sale of Series C-1 preferred stock — net		—			—			—			—			4,898
Proceeds from exercise of stock options		28			114			—			—			7
Repurchase of common stock		—			—			(150	)		(150	)		—
Proceeds from exercise of warrants		—			—			6			6			—
Payments on capital lease obligations		(11	)		(11	)		(10	)		(8	)		(8	)
Net cash provided by financing activities		15,819			80			29,784			29,785			4,897
NET INCREASE (DECREASE) IN CASH		4,342			(6,310	)		(2,972	)		5,773			(7,973	)
CASH — Beginning of period		22,815			27,157			20,847			20,847			17,875
CASH — End of period	$	27,157		$	20,847		$	17,875		$	26,620		$	9,902

F-6

ALIMERA SCIENCES, INC.

STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2006, 2007, AND 2008
AND FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2008 AND 2009 — (Continued)

							Nine Months Ended
	Years Ended December 31,						September 30,		September 30,
	2006		2007		2008		2008		2009
	(In thousands)
							(Unaudited)
SUPPLEMENTAL DISCLOSURES:
Cash paid during the period in continuing operations
Cash paid for interest	$	—	$	—	$	957	$	657	$	900
Supplemental schedule of noncash investing and financing activities:
Note payable issued in conjunction with amendment to pSivida agreement (see Note 7)	$	—	$	—	$	15,000	$	15,000	$	—
Property and equipment acquired under capital leases	$	17	$	18	$	—	$	—	$	—
Common stock issued for research and development expense (see Note 6)	$	—	$	—	$	—	$	—	$	150

There were no income tax or dividend payments made for the years ended December 31, 2006, 2007, and 2008 or the nine month periods ended September 30, 2008 and 2009.

See Notes to Financial Statements.

F-7

ALIMERA SCIENCES, INC.

NOTES TO FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2007 AND 2008 AND SEPTEMBER 30, 2009 AND
FOR THE YEARS ENDED DECEMBER 31, 2006, 2007, AND 2008 AND
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2008 (UNAUDITED) AND 2009

1.   NATURE OF OPERATIONS

Nature of Operations — Alimera Sciences, Inc. (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.

During the year ended December 31, 2006, management and the board of directors approved a plan to discontinue the operations of its non-prescription business (see Note 3). As a result of the completion of the disposal of its non-prescription business in July 2007, the Company no longer has active products and will not have active products until the Company receives U.S. Food and Drug Administration (FDA) approval and launches its initial prescription product (see Note 4).

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 is being developed for the treatment of diabetic macular edema (DME). DME is a disease of the retina which affects individuals with diabetes and can lead to severe vision loss and blindness. The Company has completed enrollment of its two Phase 3 pivotal clinical trials (collectively referred to as the FAME Study) for Iluvien involving 956 patients in sites across the United States, Canada, Europe and India to assess the efficacy and safety of Iluvien in the treatment of DME.

The Company is owned by management and venture capital and angel investors.

2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Unaudited Interim Financial Data — The accompanying statements of operations and cash flows for the nine months ended September 30, 2008 are unaudited. The unaudited interim financial statements have been prepared on the same basis as the annual financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments necessary to present fairly the Company’s results of operations and cash flows for the nine months ended September 30, 2008.

Unaudited pro forma presentation — The pro forma balance sheet as of September 30, 2009 reflects the conversion of all outstanding shares of the Company’s Series A, Series B, Series C and Series C-1 preferred stock (including shares of Series C-1 preferred stock issuable upon exercise of outstanding warrants) into an aggregate of 77,736,832 shares of common stock, and the receipt of $10,000,000 in net cash proceeds from the exercise of outstanding warrants for Series C-1 preferred stock assuming the completion of the initial public offering had occurred on September 30, 2009.

Pro forma earnings per share as of December 31, 2008 reflects the conversion of all outstanding shares of the Series A, Series B and Series C preferred stock into an aggregate of 67,864,708 shares of common stock. Pro forma earnings per share as of September 30, 2009 reflects the conversion of all outstanding shares of the Series A, Series B, Series C and Series C-1 preferred stock (including shares of Series C-1 preferred stock issuable upon exercise of outstanding warrants) into an aggregate of 77,736,832 shares of common stock. Pro forma earnings per share excludes the effect of changes to the fair value of the preferred stock conversion feature, preferred stock accretion and preferred stock dividends.

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.

F-8

ALIMERA SCIENCES, INC.

NOTES TO FINANCIAL STATEMENTS — (Continued)

The following accounting policies relate primarily to the continuing operations of the Company:

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.

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, five years; office equipment, three 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. In connection with the Company’s October 2006 decision to discontinue the operations of its non-prescription business (see Note 3), management determined that the carrying amounts of a certain license agreement (see Note 6) and manufacturing equipment associated with its non-prescription business were impaired. As a result, the Company recognized an impairment loss of $317,000 for the year ended December 31, 2006. This impairment loss is included within loss from discontinued operations within the accompanying statements of operations.

Income Taxes — In accordance with SFAS No. 109, Accounting for Income Taxes, (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 FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes — an interpretation of FASB Statement No. 109, (ASC 740-10). The provisions of ASC 740-10 are effective beginning January 1, 2008, but the Company early adopted effective January 1, 2007. 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’s adoption of ASC 740-10 did not result in a cumulative effect adjustment to retained earnings. The Company will recognize accrued interest and penalties related to unrecognized tax benefits as interest expense and income tax expense, respectively, in the 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 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.

Research and Development Costs — Research and development costs are expensed as incurred.

F-9

ALIMERA SCIENCES, INC.

NOTES TO FINANCIAL STATEMENTS — (Continued)

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 granted subsequent to January 1, 2005 based on the grant date fair value in accordance with the provisions of SFAS 123(R), Share-Based Payment, (ASC 718). The fair values for the options are estimated at the dates of grant using a Black-Scholes option-pricing model.

Derivative Financial Instruments — The Company’s preferred stock (see Note 9) contains certain features which are considered embedded derivatives. The Company accounts for such embedded derivative financial instruments in accordance with FASB Statement No. 133, Accounting for Derivative Instruments and Hedging Activities, (ASC 815). The Company records derivative financial instruments as assets or liabilities in the Company’s balance sheet measured at fair value (see Note 14). The Company records the changes in fair value of such instruments as noncash gains or losses in the consolidated statement of operations. The Company does not enter into derivatives for trading purposes.

Revision of Estimated Volatility — The determination of the fair value of the Company’s equity securities requires the determination of highly subjective assumptions, including the expected price volatility of its common stock. Because the Company has been operating as a private company, it has not been possible to use actual price volatility as an input assumption. Prior to 2008 the Company based its volatility assumption on the volatility of an index, the American Stock Exchange Pharmaceutical Index. During fiscal 2008, management determined that its prior use of the American Stock Exchange Pharmaceutical Index to calculate expected volatility used in estimating the fair value of its stock options and the fair value of the conversion feature of its preferred stock did not result in the use of average volatilities of similar companies at comparable development stages. As a result, the Company revised its expected volatility assumptions so that consideration was given to specific industry peer companies that are similar to the Company with respect to development, strategy and risk profile. The impact of this revision, including the impact on prior periods which was approximately $196,000 to net loss applicable to common stockholders, was recorded in the financial statements for the year ended December 31, 2008. Management believes that the impact of this revision was not material as of December 31, 2007 and 2008 and for each of the three years in the period ended December 31, 2008.

Fair Value of Financial Instruments — The carrying amounts of the Company’s financial instruments, including cash and cash equivalents, accounts receivable, and current liabilities approximate their fair value because of their short maturities. The weighted average interest rate of the Company’s note payable to pSivida US, Inc. (“pSivida”) (see Note 7) approximates the rate at which the Company could obtain alternative financing, therefore, the carrying amount of the note approximates its fair value.

Earnings (Loss) Per Share (“EPS”) — Basic EPS is calculated in accordance with SFAS No. 128, Earnings per Share, (ASC 260), 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-

F-10

ALIMERA SCIENCES, INC.

NOTES TO FINANCIAL STATEMENTS — (Continued)

dilutive. Total securities that could potentially dilute basic EPS in the future were not included in the computation of diluted EPS because to do so would have been anti-dilutive were as follows:

	Years Ended December 31,						Nine Months Ended September 30,
	2006		2007		2008		2008		2009
							(Unaudited)
Series A preferred stock and convertible accrued dividends		23,817,559		23,817,559		23,817,559		23,817,559		23,817,559
Series B preferred stock		13,491,317		24,302,903		24,302,903		24,302,903		24,302,903
Series C preferred stock		—		—		15,540,345		14,056,756		19,744,246
Series C-1 preferred stock		—		—		—		—		433,939
Series C-1 preferred stock warrants		—		—		—		—		867,878
Common stock warrants		—		11,122		102,924		79,010		107,069
Stock options		51,465		755,884		3,356,381		2,666,991		3,553,533
Total		37,360,341		48,887,468		67,120,112		64,923,219		72,827,127

Reporting Segments — The Company does not report segment information as it operates in only one business segment.

The following accounting policies were primarily related to the discontinued operations of the Company’s non-prescription business disclosed in Note 3.

Accounts Receivable — The Company extended credit on an uncollateralized basis to wholesale drug distributors and retail pharmacies in connection with its non-prescription business. Receivables were considered delinquent when they were 30 days past due. Delinquent receivables did not accrue interest. The Company was required to estimate the level of accounts receivable which ultimately would not be paid. This estimate was made based on an analysis of the customer’s financial health and payment patterns.

Inventories — Inventory was historically valued at the lower of cost or market (net realizable value). Inventory cost included the cost of purchased product, product packaging, and in-bound freight. Cost was determined using the first-in, first-out method. Inventory was manufactured by an unrelated third-party.

License Agreements — License agreements included agreements for the use of patents, know how and other technology for the development and marketing of ophthalmic pharmaceuticals associated with the non-prescription business. License agreements were amortized using the straight-line method over the estimated economic lives of the agreements (see Note 6).

Revenue Recognition — The Company recognized revenue when products were shipped and ownership and risk of loss transferred to the customer. Revenue is included within loss from discontinued operations within the accompanying statements of operations. Customers were generally offered a cash discount for the early payment of receivables. These discounts were recorded as a reduction of revenue, within loss from discontinued operations within the accompanying statements of operations, and accounts receivable in the period of sale.

As is customary in the pharmaceutical industry, customers may generally return product from six months prior to the expiration date of the product until twelve months after the expiration date of the product. In determining estimated returns, the Company utilized actual returns history, knowledge of and communications with its customers and their purchasing patterns, industry experience, and returns history for comparable products. Estimated returns of $27,000 and $22,000 for the years ended December 31, 2006 and 2007, respectively, were recorded as a reduction of net sales, in the (loss) income from discontinued operations

F-11

ALIMERA SCIENCES, INC.

NOTES TO FINANCIAL STATEMENTS — (Continued)

within the accompanying statements of operations, and a current liability. Adjustments to reserves for estimated returns are made in the period in which any new information becomes available regarding future return levels.

The Company also participates in retail promotional incentive programs including sales rebate and incentive programs which are recorded as a reduction of revenue in the period the programs are run, which are included in the (loss) income from discontinued operations within the accompanying statements of operations.

Cost of Goods Sold — Cost of goods sold was comprised of inventory, shipping and handling, royalties, and third-party distribution costs, and is included within (loss) income from discontinued operations within the accompanying statements of operations.

Royalties — The Company paid royalties on the sale of its product. These royalties are included in the (loss) income from discontinued operations in the accompanying statements of operations.

Samples — Samples consist of product samples used in the sales and marketing efforts of the Company’s product. Samples were expensed upon distribution and recorded as a selling expense and are included in (loss) income from discontinued operations in the accompanying statements of operations.

Promotional and Advertising Costs — Promotional and advertising costs are expensed as incurred. Promotional and advertising expense totaled $1,505,000 and $52,000 for the years ended December 31, 2006 and 2007, respectively, and is included in (loss) income from discontinued operations in the accompanying statements of operations.

Recent Accounting Pronouncements — In March 2008, the FASB Issued SFAS No. 161, Disclosures about Derivative Instruments and Hedging Activities — an amendment of FASB Statement No. 133, (ASC 815), requires companies with derivative instruments to disclose information that should enable financial statement users to understand how and why a company uses derivative instruments, how derivative instruments and related hedged items are accounted for under ASC 815, and how these items affect a company’s financial position, results of operations, and cash flows. ASC 815 affects only these disclosures and does not change the accounting for derivatives. ASC 815 is to be applied prospectively beginning with the first quarter of the 2009 fiscal year. The adoption of ASC 815 did not have a material effect on the disclosures in the Company’s financial statements.

In May 2009, the FASB issued SFAS No. 165, Subsequent Events (ASC 855). ASC 855 defines the period after the balance sheet date during which a reporting entity’s management should evaluate events or transactions that may occur for potential recognition or disclosure in the financial statements, the circumstances under which an entity should recognize events or transactions occurring after the balance sheet date in its financial statements, and the disclosures an entity should make about events or transactions that occurred after the balance sheet date. ASC 855 is effective for interim and annual periods ending after June 15, 2009, and the Company has adopted the provisions of ASC 855 with its 2009 financial statements and evaluated subsequent events after the balance sheet date of September 30, 2009 through October 30, 2009.

In June 2009, the FASB issued SFAS No. 168, The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles (SFAS 168). SFAS 168 authorized the Codification as the sole source for authoritative U.S. GAAP and any accounting literature that is not in the Codification will be considered nonauthoritative. The Company has commenced utilizing the Codification as its sole source of authoritative U.S. GAAP for its 2009 financial statements.

3.   DISCONTINUED OPERATIONS

In October 2006, management and the board of directors of the Company approved a plan to discontinue the operations of its non-prescription ophthalmic pharmaceutical business (the “OTC Business”). The plan

F-12

ALIMERA SCIENCES, INC.

NOTES TO FINANCIAL STATEMENTS — (Continued)

included the initiation of an effort to sell the assets of the Company’s OTC Business and also the termination of its sales and marketing personnel.

In connection with the plan, management notified 38 employees that they would be terminated upon dates ranging from December 2006 to February 2007. As a result of these terminations, the Company incurred severance expenditures of $535,000, and recognized this expense in (loss) income from discontinued operations in the accompanying statement of operations for the year ended December 31, 2006. Of this amount, $28,000, $492,000, and $15,000 was paid to affected employees during the years ended December 31, 2006, 2007, and 2008 respectively. At December 31, 2007, $15,000, was included in accrued expenses.

In December 2006, the Company entered into an agreement to sell its two ophthalmic allergy products within its OTC business to a third-party for a total purchase price of $21,500,000, including $13,500,000 in cash at closing and $8,000,000 in contingent consideration. As a condition of closing that agreement, $3,500,000 of the $13,500,000 in cash to be received at closing was paid directly to the third-party manufacturer of the products in order to induce the manufacturer to accept the assignment of its five-year supply agreement to the acquiring company. The Company received the remaining $10,000,000 in cash at closing. The contingent consideration will be paid upon the acquiring company’s receipt of FDA approval for the second generation allergy products. Subsequent to the closing of this transaction, the acquiring company became responsible for the development of that product. The Company recognized a gain of $9,657,000 on this disposal. This gain is included in (loss) income from discontinued operations in the accompanying statement of operations for the year ended December 31, 2006.

In connection with the agreement to sell the allergy products, the Company and the acquiring company agreed to negotiate the sale of the Company’s dry eye product. In February 2007, negotiations were completed and an agreement was entered into between the two parties to sell the dry eye product to the acquiring company for between $5,000,000 and $7,500,000 depending upon the level of net sales of the dry eye product between January 2007 and July 2007. In May 2007, the two parties agreed to amend the net sales measurement period to end in May 2007. The closing of the sale of the Company’s dry eye product occurred on July 31, 2007, and the Company received $6,719,000 in cash proceeds. The Company recognized a gain of $6,024,000 on this disposal. This gain is included in (loss) income from discontinued operations in the accompanying statement of operations for the year ended December 31, 2007.

The Company has determined that the discontinued OTC business comprised operations and cash flows that could be clearly distinguished, operationally and for financial reporting purposes, from the rest of the Company. Accordingly, the results of operations for the discontinued OTC business have been presented as discontinued operations for the years ended December 31, 2006 and 2007. There were no revenues or expenses from discontinued operations during the year ended December 31, 2008 or the nine months ended

F-13

ALIMERA SCIENCES, INC.

NOTES TO FINANCIAL STATEMENTS — (Continued)

September 30, 2009. Net (loss) income from discontinued operations was as follows (in thousands, except share and per share data):

	Years Ended December 31,
	2006			2007
Net sales	$	1,976		$	1,427
Cost of goods sold		821			457
Gross margin		1,155			970
Marketing and selling expenses		11,931			1,062
Research and development expenses		1,504			25
General and administrative expenses		251			174
Loss from impairment of long lived assets		317			—
Loss on discontinued operations before disposal		(12,848	)		(291	)
Gain on disposal		9,657			6,024
Net (loss) income from discontinued operations	$	(3,191	)	$	5,733
NET (LOSS) INCOME FROM DISCONTINUED OPERATIONS PER SHARE — Basic and diluted	$	(0.65	)	$	1.12
NET LOSS FROM CONTINUING OPERATIONS PER SHARE — Basic and diluted	$	(2.00	)	$	(2.24	)
WEIGHTED-AVERAGE SHARES OUTSTANDING — Basic and diluted		4,886,688			5,099,738

4.   FACTORS AFFECTING OPERATIONS

To date the Company has incurred recurring losses, negative cash flow from operations, and has accumulated a deficit of $147,096,000 from the Company’s inception through September 30, 2009. As of September 30, 2009, the Company has $9,902,000 in cash and cash equivalents which it believes is sufficient to fund its operations through January 2010, but not beyond January 2010. The Company’s ability to continue as a going concern beyond January 2010 is dependent on its ability to raise additional capital prior to the end of January 2010. Currently the Company anticipates receiving additional financing from the exercise of outstanding warrants that are exercisable at an exercise price per share of $1.52 for up to 6,581,416 shares of our Series C-1 preferred stock. The Company anticipates that these warrants will be exercised by the warrant holders and that it will receive approximately $10,000,000 in proceeds through the payment of the aggregate exercise price of the warrants in January 2010. However, the warrants are exercisable in the sole discretion of the warrant holders and there can be no assurances that the warrant holders will elect to exercise their warrants in January 2010 or at all. If the warrants are exercised, the Company believes its cash and cash equivalents will be sufficient to fund its operations through July 2010, but not beyond July 2010.

The Company does not expect to generate revenues from its product candidates until 2011, if at all and therefore will have no cash flow from operations until that time. Until the Company can generate significant cash from operations, the Company expects to continue to fund its operations with cash resources generated from the proceeds of public or private offerings of its equity securities, strategic collaboration agreements and debt financings. There can be no assurance 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 the Company.

F-14

ALIMERA SCIENCES, INC.

NOTES TO FINANCIAL STATEMENTS — (Continued)

These matters raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments that may result from the outcome of these uncertainties.

5.   PROPERTY AND EQUIPMENT

Property and equipment consisted of the following:

	December 31,				September 30,
	2007		2008		2009
	(In thousands)
Furniture and fixtures	$	286		$287		$290
Office equipment		239		272		283
Software		160		470		470
Leasehold improvements		12		12		12
Manufacturing equipment		73		366		40
Total property and equipment		770		1,407		1,095
Less accumulated depreciation and amortization		373		611		798
Property and equipment — net	$	397		$796		$297

Depreciation and amortization expense associated with property and equipment of the continuing operations totaled $129,000, $147,000, and $241,000 for the years ended December 31, 2006, 2007, and 2008, respectively. Depreciation and amortization expense associated with property and equipment of the continuing operations totaled $172,000, and $1,048,000 for the nine months ended September 30, 2008, and 2009, respectively.

Depreciation and amortization expense associated with property and equipment of the discontinued operations totaled $30,000 and $11,000 for the years ended December 31, 2006 and 2007, respectively, and is included in (loss) income from discontinued operations in accompanying statements of operations.

During the nine months ended September 30, 2009, the Company recognized $860,000 of depreciation and amortization expense associated with equipment used for the manufacture of registration batches of Iluvien.

6.   LICENSE AGREEMENTS

In February 2004, the Company entered into an agreement with another party for certain patent and product rights in the United States and Canada for a proprietary artificial tear formulation. In connection with the execution of the agreement, the Company agreed to pay an initial license fee of $50,000 and issue warrants to purchase 100,000 shares of the Company’s common stock. The Company also agreed to make additional license fee payments of $400,000 over the term of the agreement.

Amortization expense associated with this license agreement totaled $48,000 in the year ended December 31, 2006 and is included in (loss) income from discontinued operations in the accompanying statements of operations.

In June 2006, the Company entered into an amendment to the license agreement for the artificial tear formulation to expand the territory rights to all countries other than Japan. In connection with the execution of this amendment, the Company agreed to pay an initial license fee of $100,000. The Company also agreed to make additional license fee payments of $200,000 over the subsequent four years.

F-15

ALIMERA SCIENCES, INC.

NOTES TO FINANCIAL STATEMENTS — (Continued)

No amortization expense was recorded in 2006 for the license fees associated with the amendment as the product was not yet launched commercially outside of the United States and Canada. The Company would have amortized these license fees over the period from the commercial launch of the product outside of the United States and Canada through the end of the term of the license agreement.

Throughout the term of the agreement, the Company agreed to pay product royalties based on 8% of the first $10,000,000 in net sales within the United States and Canada, and 6.5% of net sales thereafter. The Company incurred royalty expenses of $210,000 and $114,000 for the years ended December 31, 2006, and 2007, respectively, which are included in income (loss) from discontinued operations in the accompanying statements of operations. The Company also agreed to pay product royalties based on 4% of net sales outside of the United States and Canada if the product were sold outside of those territories.

This agreement and the associated liabilities were transferred to the acquirer of the Company’s dry eye product upon the closing of that transaction in July 2007 (see Note 3).

In October 2004, the Company entered into an agreement with another party for certain patent and product rights for a proprietary medication for the treatment of corneal edema. In connection with this agreement, the Company agreed to pay $300,000 in license fees upon the achievement of certain milestones, as defined by the agreement, throughout the term of the agreement. The Company made an initial license fee payment of $100,000 in October 2005 upon the achievement of the first milestone.

The Company would have amortized the license fees over the period from the commercial launch of the product through the end of the term of the license agreement. No amortization expense was recorded in 2006 as the product was not yet launched commercially. Throughout the term of the agreement the Company agreed to pay product royalties based on 6% of net sales. In connection with the Company’s decision to dispose of its non-prescription business in October 2006, management determined that this license agreement was impaired and recognized an impairment loss of $100,000 in 2006 (see Note 2) which is included in the (loss) income from discontinued operations in the statement of operations for the year ended December 31, 2006. This agreement was terminated in January 2007.

In November 2007, the Company entered into a license agreement with Dainippon Sumitomo Pharma Co., Ltd. (Dainippon) whereby Dainippon granted us 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 United States 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, which was expensed as research and development in the accompanying statement of operations for 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. Under the terms of the Company’s agreement with Emory University, the Company is required to make annual minimum royalty payments in the first through the fourth calendar years following regulatory approval of the product in a major market country (i.e., the United States, Japan, China, India or any European country) in the amount of $250,000, $500,000, $1,000,000 and $2,500,000, respectively, and an annual minimum royalty payment of $2,500,000 for each subsequent year during the term of the agreement. If the Company does not make any milestone payments to Emory University under this license agreement prior to the third anniversary of its effective date, and the Company does not elect to terminate this license agreement in accordance with its terms, then the Company will be required to

F-16

ALIMERA SCIENCES, INC.

NOTES TO FINANCIAL STATEMENTS — (Continued)

pay Emory University annual license maintenance fees ranging from $500,000 to $2,000,000 (depending on when such payment is made) until a milestone payment is made or this license agreement is terminated in accordance with its terms. The Company would owe the Emory University up to $5,775,000 in additional development and regulatory milestones under the terms of this license agreement. As part of this license, the Company received an exclusive option for a license of the patent rights for diseases and disorders outside of the eye.

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 expensed this amount as research and development expense in February 2008. The Company exercised its option and entered into an exclusive license in the field of ophthalmology in August 2009, and will issue Emory University and its inventor $150,000 in common stock based on the estimated fair value at the time of issuance upon the earlier of (i) the Company’s mutual agreement with Emory University with respect to the strategy for filing and prosecuting certain patent applications and the implementation of such strategy by Emory University or (ii) the end of the period during which the Company may terminate the agreement in the event the Company and Emory University fail to mutually agree upon such strategy. Under the terms of the Company’s agreement with Emory University, the Company is required to make annual minimum royalty payments in the first through the fourth calendar years following regulatory approval of the product in a major market country (i.e., the United States, Japan, China, India or any European country) in the amount of $250,000, $500,000, $1,000,000 and $2,500,000, respectively, and an annual minimum royalty payment of $2,500,000 for each subsequent year during the term of the agreement. If the Company does not make any milestone payments to Emory University under this license agreement prior to the third anniversary of its effective date, and the Company does not elect to terminate this license agreement in accordance with its terms, then the Company will be required to pay Emory University annual license maintenance fees ranging from $500,000 to $2,000,000 (depending on when such payment is made) until a milestone payment is made or this license agreement is terminated in accordance with its terms. The Company would owe Emory University up to $5,850,000 in additional development and regulatory milestones under the terms of this license agreement. As part of this license, the Company received an exclusive option for a license of the patent rights for diseases and disorders outside of the eye.

7.   PSIVIDA AGREEMENT

In 2005, the Company finalized a collaboration agreement with pSivida US, Inc. (pSivida) whereby the Company and pSivida agreed to jointly develop products for treating eye diseases in humans. Under the terms of the agreement, the Company was granted a license to certain proprietary technology for the delivery of medications to the eye, and the companies agreed to begin developing a product for the treatment of diabetic macular edema. In connection with the agreement, the Company made initial license fee payments totaling $750,000 in 2004. The Company also made an additional license fee payment of $750,000 upon the initiation of the Phase 3 trial for the first product in 2005. The initial license fee payments were expensed as research and development expenses when paid.

As part of the collaboration agreement, the Company and pSivida agreed to share the cost to develop the product equally. Historically, the Company recorded its costs of developing the product net of amounts due from pSivida. On December 31, 2007, the Company had $3,927,000 in amounts due from the third-party for development costs incurred on its behalf included in prepaid expenses and other current assets. pSivida failed to make payments totaling $1,990,000, representing its share of development costs from February 2006 to December 2006. In accordance with the terms of the agreement, pSivida could maintain compliance with the terms of the collaboration agreement as long as the total amount past due did not exceed $2,000,000. pSivida began making payments again in December 2006 in order to maintain compliance with the agreement.

F-17

ALIMERA SCIENCES, INC.

NOTES TO FINANCIAL STATEMENTS — (Continued)

Management fully reserved $2,000,000, of the amount due from pSivida at December 31, 2007. In 2006, $1,747,000 was recorded as incremental development costs in connection with the establishment of this reserve.

pSivida incurred penalties and interest on the payments it failed to make. In accordance with the terms of the agreement, the Company was due approximately $995,000 in penalties at December 31, 2007. Accrued interest on the outstanding payments and penalties was $969,000 at December 31, 2007. Given the uncertainty surrounding the collectibility of the original amounts, the Company fully reserved the penalties and interest in the accompanying financial statements as of December 31, 2007.

On March 14, 2008 the Company amended and restated its collaboration agreement with pSivida for the development of its product, Iluvien, for the treatment of diabetic macular edema to increase its equity in the future profits of the product from 50% to 80%. Total consideration to pSivida in connection with the execution of the March 2008 agreement was $33,800,000, which consisted of a cash payment of $12,000,000, the issuance of a $15,000,000 note payable, and the forgiveness of $6,800,000 in outstanding receivables. The note payable accrues interest at 8% per annum, payable quarterly. Principal is payable upon the earlier of a liquidity event as defined in the agreement (including an initial public offering of our common stock greater than $75.0 million), the occurrence of an event of default under our agreement with pSivida or September 30, 2012. If the note is not paid in full by March 31, 2010, the interest rate will increase to 20% per annum effective April 1, 2010, and the Company will be required to begin making principal payments of $500,000 per month. The Company also agreed to forgive all outstanding development payments, penalties and interest totaling $2,800,000, net of a $4,000,000 reserve, as of the amendment date, and assume all financial responsibility for the remaining development of the product. In connection with this transaction the Company recognized incremental research and development expense of $29,810,000 in March 2008. The Company will owe an additional milestone payment of $25,000,000 to pSivida upon FDA approval.

Upon commercialization, the Company must share 20% of net profits, as defined by the agreement, with pSivida. In connection with this arrangement the Company is entitled to recover 20% of commercialization costs decreased from 50% as a result of the amendment, as defined in the amendment, incurred prior to product profitability out of pSivida’s share of net profits. As of December 31, 2007 and December 31, 2008 and September 30, 2009 the Company was owed $365,000, $511,000 and $911,000, respectively, in commercialization costs. Due to the uncertainty of FDA approval, the Company has fully reserved these amounts in the accompanying financial statements.

8.   COMMITMENTS

pSivida Note Payable — In March 2008, in conjunction with the amendment and restatement of the Company’s collaboration agreement with pSivida, the Company issued to pSivida a note payable of $15,000,000 (see Note 7). The note payable accrues interest at 8% per annum, payable quarterly. The principal is payable upon the earlier of a liquidity event as defined in the agreement (including an initial public offering of our common stock greater than $75.0 million), the occurrence of an event of default under our agreement with pSivida or September 30, 2012. If the note is not paid in full by March 31, 2010, the interest rate will increase to 20% per annum effective April 1, 2010, and the Company will be required to begin making principal payments of $500,000 per month.

F-18

ALIMERA SCIENCES, INC.

NOTES TO FINANCIAL STATEMENTS — (Continued)

As of September 30, 2009, a schedule of future minimum payments under the pSivida Note Payable is as follows (in thousands):

Years Ending
December 31
2010	$	4,500
2011		6,000
2012		4,500
	$	15,000

The effective interest rate on the note payable is 12.64%. As of December 31, 2008 and September 30, 2009, the Company has accrued and unpaid interest of $550,000 and $1,077,000, respectively, payable to pSivida which is classified as an other long-term liability in the accompanying balance sheet.

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. The Company has recorded a deferred rent obligation in the accompanying balance sheets to reflect the excess of rent expense over cash payments since the Company’s inception of the lease. Deferred rent obligations totaled approximately $33,000, $15,000 and $0 at December 31, 2007 and 2008 and September 30, 2009, respectively. In May 2009, the Company signed an extension of its lease for office space for a period ended May 31, 2010. The Company’s future minimum payments under this operating lease from September 30, 2009 to May 31, 2010 is $168,000.

Rent expense under all operating leases totaled approximately $217,000 for each of the years ended December 31, 2006, 2007, and 2008, respectively, and $167,000 for the nine months ended September 30, 2009.

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 September 30, 2009, 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):

Three months ended December 31, 2009	$	2
Year ended December 31, 2010		6
Total		8
Less amount representing interest		0
Present value of minimum lease payments		8
Less current portion		6
Noncurrent portion	$	2

F-19

ALIMERA SCIENCES, INC.

NOTES TO FINANCIAL STATEMENTS — (Continued)

Property and equipment under capital leases, which are included in property and equipment (see Note 5), consisted of the following:

	December 31,						September 30,
	2007			2008			2009
	(In thousands)
Office equipment	$	42		$	42		$	42
Less accumulated amortization		(17	)		(27	)		(35	)
Total	$	25		$	15		$	7

Depreciation expense associated with office equipment under capital leases was $17,000, $11,000, $10,000 and $8,000 during the years ended December 31, 2006, 2007, and 2008 and the nine months ended September 30, 2009, respectively.

Significant Agreements — In August 2004, the Company entered into an agreement with a third-party to outsource certain promotional activities associated with its dry eye product through March 2007. In connection with the agreement, the Company was required to share profits on sales of the dry eye product above certain minimum amounts as defined in the agreement. If minimum sales levels were not achieved, the Company was required to make minimum payments to the third-party. In 2006, the Company incurred $800,000 in minimum payments associated with this agreement that are included in (loss) income from discontinued operations in the accompanying statements of operations. The Company was committed to a future minimum payment of $200,000 for 2007, and royalties of 4%, 3%, and 2% in the three years following the termination. In connection with the Company’s decision to discontinue the operations of the OTC Business (see Note 3), the Company agreed to pay the third-party a termination fee of $400,000 in lieu of the 2007 minimum commitment and future royalty stream. The $400,000 termination fee is included in (loss) income from discontinued operations in the accompanying statement of operations for the year ended December 31, 2006.

In September 2005, the Company entered into a clinical development agreement with a third-party to manage clinical trials for the development of a topical drop for the treatment of allergic conjunctivitis. The agreement provided for the payment of approximately $2,400,000 to the third-party as the services were provided. Management anticipated that these trials would take place between 2006 and 2008. If the product ultimately received FDA approval, the Company would have been obligated to make approximately $4,800,000 in additional milestone payments to the third-party in the three years subsequent to FDA approval. In 2006, the Company recognized $293,000 in development expenses associated with this agreement that have been included in (loss) income from discontinued operations in the accompanying financial statements, and made $195,000 in payments. In connection with the sale of the Company’s allergy products in December 2006, this agreement was assumed by the acquiring company.

In January 2006, the Company entered into an agreement with a contract research organization for clinical and data management services to be performed in connection with the Phase 3 trial product for the treatment of diabetic macular edema in the United States, Canada, and Europe. In accordance with the terms of the agreement, the Company will incur approximately $16,000,000 in costs with the contract research organization through 2010. For the years ended December 31, 2006, 2007, and 2008, and for the nine months ended September 30, 2009, the Company incurred $2,700,000, $3,700,000, $3,300,000, and $2,700,000, respectively, of expense associated with this agreement. At December 31, 2007, 2008, and September 30, 2009, $396,000, $976,000, and $775,000, respectively, are included in outsourced services payable.

In July 2006, the Company entered into an agreement with a contract research organization for clinical services to be performed in connection with the Phase 3 trial of its product for the treatment of diabetic macular edema in India. In accordance with the terms of the agreement, the Company will incur approximately $1,800,000 in costs with the contract research organization through 2010. For the years ended December 31, 2006, 2007, and 2008, and for the nine months ended September 30, 2009, the Company incurred $239,000,

F-20

ALIMERA SCIENCES, INC.

NOTES TO FINANCIAL STATEMENTS — (Continued)

$318,000, $248,000, and $190,000, respectively, of expense associated with this agreement. At December 31, 2007, 2008, and September 30, 2009, $183,000, $48,000, and $75,000, respectively, are included in outsourced services payable.

Employment Agreements — The Company is party to employment agreements with five executives. The agreements generally provide for annual salaries, bonuses, and benefits for a period of three years, and automatically renew for one-year periods after the third year unless terminated by either party. In 2007, the salaries ranged from $191,000 to $273,000 with bonuses up to a range of 22% to 30% of salary. Effective January 1, 2008, the salaries were adjusted to a range of $210,000 to $340,000 with bonuses ranging from 25% to 40%. Effective January 1, 2009, the salaries were adjusted to a range of $218,000 to $354,000 with bonuses ranging from 25% to 40%. 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.

9.   PREFERRED STOCK

On July 7, 2004, the Company entered into a Series A preferred stock purchase agreement with certain investors. Under the agreement, the investors agreed to purchase up to 22,561,448 shares of the Company’s Series A preferred stock at a purchase price of $1.19 per share. The agreement contemplated the purchase of such shares in five tranches based upon the Company’s achievement of certain milestones. The first sale of shares was completed in July 2004 when the Company issued 7,126,568 shares of Series A preferred stock in exchange for $8,450,000 in cash, less transaction costs. In 2005, the remaining 14,751,752 shares were issued in four separate tranches in exchange for a total of $17,490,000 in cash, less transaction costs. At December 31, 2007 and 2008 and September 30, 2009, the Company had authorized and issued 22,524,545 shares of Series A preferred stock with a par value of $0.01 per share.

On November 22, 2005, the Company entered into a Series B preferred stock purchase agreement with certain investors. Under the agreement, the investors agreed to purchase up to 24,256,779 shares of the Company’s Series B preferred stock at a purchase price of $1.31 per share. The agreement contemplated the purchase of such shares in two tranches. The first sale of shares was completed in November 2005 when the Company issued 12,114,536 shares of Series B preferred stock in exchange for $15,880,000 in cash, less transaction costs. The Company issued an additional 46,124 shares to a director on December 1, 2005, for $60,000 in cash. The remaining 12,142,243 shares were issued in November 2006 in exchange for $15,917,000 in cash, less transaction costs. At December 31, 2007 and 2008 and September 30, 2009 the Company had issued 24,302,903 shares of Series B preferred stock with a par value of $0.01 per share.

On March 17, 2008, the Company entered into a Series C preferred stock purchase agreement with certain investors. Under the agreement, the investors agreed to purchase up to 19,744,246 shares of the Company’s Series C preferred stock at a purchase price of $1.52 per share. The agreement contemplated the purchase of such shares in two tranches. The first sale of shares was completed on March 17, 2008 when the Company issued 18,715,461 shares of Series C preferred stock in exchange for $28,437,000 in cash less transaction costs. The Company completed the second sale of the remaining 1,028,785 shares on April 23, 2008 for $1,563,000 in cash less transaction costs. At December 31, 2008 and September 30, 2009, the Company had issued 19,744,246 shares of Series C preferred stock with a par value of $0.01 per share.

On August 25th, 2009, the Company entered into and completed a Series C-1 preferred stock and warrant purchase agreement with certain investors. Under the agreement, the investors agreed to purchase up to 3,290,708 units at a purchase price of $1.52 per unit, comprised of 3,290,708 shares of our Series C-1 preferred stock and warrants exercisable for up to an aggregate of 6,581,416 shares of our Series C-1 preferred stock at an exercise price of $1.52 per share for $5,000,000 in cash less transaction costs. The warrants expire unless exercised by the later of January 14, 2009 or 30 days after the delivery of the month 24 top line data from the Company’s

F-21

ALIMERA SCIENCES, INC.

NOTES TO FINANCIAL STATEMENTS — (Continued)

FAME Study. The Company allocated the purchase price of each unit to the Series C-1 preferred stock and the warrants based on their relative fair values on the issuance date. As a result, $0.45 of each unit, or $1,472,000 of the aggregate consideration, was allocated to the warrants. The remaining $1.07 of each unit, or $3,528,000 of the aggregate consideration, was allocated to the Series C-1 preferred stock. Because the Series C-1 preferred stock was convertible at issuance on a one for one basis into shares of the Company’s common stock which had a fair value of $1.18 per share on the issuance date, the Series C-1 preferred stock was issued with a beneficial conversion feature of $0.11 per share, or $355,000 in aggregate. As a result the Company recognized a $355,000 dividend to the holders of the Series C-1 preferred stock in the accompanying statements of operations and changes in stockholders’ deficit for the nine months ended September 29, 2009. At September 30, 2009, the Company had issued 3,290,708 of Series C-1 preferred stock with a par value of $0.01 per share.

Significant terms of Series A, Series B, Series C and Series C-1 preferred stock are as follows:

•  Holders of the preferred stock are entitled to the number of votes equal to the number of shares of common stock into which such shares of preferred stock could then be converted and have voting rights and powers equal to the voting rights and powers of the common stock. In addition, the holders of the preferred stock have the right, voting separately from common stockholders, to elect five out of seven members of the Company’s Board of Directors. The remaining two members are elected by both the common and preferred stockholders.

•  Dividends are cumulative and accrue on a daily basis at the rate of 8% per annum beginning on the date of issuance and based on the original issue price, $1.19 per share for the Series A preferred stock, $1.31 per share for the Series B preferred stock, and $1.52 per share for the Series C and Series C-1 preferred stock, as adjusted for any stock dividend, stock split, combination, or other event involving the preferred stock. Dividends will accrue, whether or not declared, annually and will be due and payable when and if declared by the Board of Directors, upon a liquidating event, as defined, upon redemption of the preferred stock, as defined, or on the date that the preferred stock is otherwise acquired by the Company. Accumulated, accrued, and unpaid dividends were:

	December 31,				September 30,
	2007		2008		2009
	(In thousands)
Series A preferred stock	$	6,040	$	8,177	$	9,775
Series B preferred stock		4,096		6,652		8,558
Series C preferred stock		—		1,881		3,676
Series C-1 preferred stock		—		—		39
	$	10,136	$	16,710	$	22,048

•  Upon any liquidation, dissolution, or winding up of the Company, the preferred stockholders are entitled to a liquidation preference payment equal to (i) the sum of the liquidation value ($1.19 per share for the Series A preferred stock, $1.31 per share for the Series B preferred stock and $1.52 per share for the Series C and Series C-1 preferred stock) plus all accumulated, accrued, and unpaid dividends and (ii) the pro rata share of any remaining amounts such holder would have been entitled to receive had such holder’s

F-22

ALIMERA SCIENCES, INC.

NOTES TO FINANCIAL STATEMENTS — (Continued)

shares been converted into common stock immediately prior to the liquidation, dissolution, or winding up. The liquidation value plus accumulated, accrued, and unpaid dividends were:

	December 31,				September 30,
	2007		2008		2009
	(In thousands)
Series A preferred stock	$	32,746	$	34,883	$	36,481
Series B preferred stock		35,953		38,509		40,415
Series C preferred stock		—		31,881		33,676
Series C-1 preferred stock		—		—		5,039
	$	68,699	$	105,273	$	115,611

•  Each share is convertible, at the option of the holder, into one share of common stock (subject to adjustments for events of dilution). In addition, all shares of preferred stock are automatically converted upon the completion of a public offering of common shares yielding proceeds of at least $50,000,000 and a price of at least five times the original issue price of the Series A preferred stock of $1.19 per share (subject to adjustments for events of dilution).

•  At any time subsequent to March 17, 2013, the holders of a majority of the preferred stock may require the Company to redeem all or any portion of the preferred stock. If the preferred stock is redeemed, the redemption will occur in equal installments over a three-year period. The price paid by the Company to redeem the shares would be the greater of (i) the original issue price, plus all accumulated, accrued, and unpaid dividends, and (ii) the fair market value of the preferred stock being redeemed at the time of the redemption.

•  The holders of the preferred stock have the right but not the obligation to participate proportionately in certain types of future financings.

Because the preferred stock provides the holders the right to require the Company to redeem such shares for cash after March 17, 2013 at the greater of (a) the original issue price plus any accrued but unpaid dividends or (b) the fair market value of the preferred stock being redeemed, the embedded conversion feature requires separate accounting under SFAS No. 133. Consequently, the conversion feature must be bifurcated from the preferred stock and accounted for separately at each issuance date. The carrying value of the embedded derivative is adjusted to fair value at the end of each reporting period and the change in fair value is recognized in the statement of operations.

Upon the issuance of the first tranche of the Series A preferred stock, the estimated fair value of the conversion feature was $10,000 which was recorded as a liability. The derivative, when combined with other offering costs of $634,000, reduced the recorded value of the Series A preferred stock to $8,572,000. The cumulative estimated fair value of the conversion feature associated with the four tranches issued in 2005 was $3,000 which was recorded as a liability. Combined with the other offering costs of $401,000, the derivative reduced the recorded value of the Series A preferred stock issued in 2005 to $17,087,000.

Upon the issuance of the first tranche of the Series B preferred stock in November 2005 and the incremental issuance on December 1, 2005, the estimated fair value of the conversion feature was $7,000 which was recorded as a liability. The derivative, when combined with other offering costs of $339,000, reduced the recorded value of the first tranche of the Series B preferred stock to $15,595,000. Upon the issuance of the second tranche of the Series B preferred stock in November 2006, the estimated fair value of the conversion feature was $326 which was recorded as a liability. Combined with the other offering costs of $23,000, the derivative reduced the recorded value of the preferred stock issued in 2006 to $15,893,000.

F-23

ALIMERA SCIENCES, INC.

NOTES TO FINANCIAL STATEMENTS — (Continued)

Upon the issuance of the first tranche of the Series C preferred stock in March 2008, the estimated fair value of the conversion feature was $1,058,000 which was recorded as a liability. The derivative, when combined with other offering costs of $60,000, reduced the recorded value of the first tranche of the Series C preferred stock to $27,318,000. Upon issuance of the second tranche of the Series C preferred stock in April 2008, the estimated fair value of the conversion feature was $61,000 which was recorded as a liability. The derivative, when combined with other offering costs of $2,000, reduced the recorded value of the second tranche of the Series C preferred stock to $1,501,000.

Upon the issuance of the Series C-1 preferred stock in August 2009, the estimated fair value of the conversion feature was $903,000 which was recorded as a liability. The derivative, when combined with other offering costs of $102,000, further reduced the initial recorded value of the Series C-1 preferred stock to $2,523,000.

At each reporting date, the Company adjusts the carrying value of the embedded derivatives to estimated fair value and recognizes the change in such estimated value in its statement of operations. The estimated fair value of the derivatives at December 31, 2007 and 2008 and September 30, 2009, were $0, $12,656,000 and $18,855,000, respectively, and the Company recognized losses of $10,454,000 and $5,295,000 associated with the change in fair value for the year ended December 31, 2008 and for the nine months ended September 30, 2009, respectively, and gains of $6,000 and $1,000 associated with the change in fair value for the years ended December 31, 2006, and 2007, respectively.

The Company accretes the carrying value of the Series A, Series B, Series C and Series C-1 preferred stock to their redemption values over the redemption period from the date of the issuance based upon the three-year redemption feature. The accreted values of the Series A, Series B, Series C and Series C-1 preferred stock, including accumulated, accrued, and unpaid dividends were:

	December 31,				September 30,
	2007		2008		2009
	(In thousands)
Series A preferred stock	$	32,280	$	34,199	$	35,895
Series B preferred stock		35,710		37,963		39,948
Series C preferred stock		—		30,855		32,798
Series C-1 preferred stock		—		—		2,616
	$	67,990	$	103,017	$	111,257

10.   STOCK OPTIONS

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 120-month term. Options granted to directors typically vest immediately and have a 60-month term.

As of September 30, 2009, the Company was authorized to grant under the Company’s plans up to 1,518,364 shares under the 2004 Stock Option Plan and up to 6,804,858 shares under the 2005 Stock Option 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.

F-24

ALIMERA SCIENCES, INC.

NOTES TO FINANCIAL STATEMENTS — (Continued)

A summary of stock option transactions under the plans are as follows:

															Nine Months Ended
	Years Ended December 31,														September 30,
	2006					2007					2008				2009
				Weighted					Weighted				Weighted					Weighted
				Average					Average				Average					Average
				Exercise					Exercise				Exercise					Exercise
	Options			Price		Options			Price		Options		Price		Options			Price
Options at beginning of period		1,518,364		$	0.60		4,313,493		$	0.46		4,827,330	$	0.44		6,663,052		$	0.53
Grants		3,242,975			0.39		1,409,345			0.41		1,835,722		0.75		924,267			1.18
Forfeitures		(401,098	)		0.44		(672,881	)		0.46		—		—		(86,875	)		0.54
Exercises		(46,748	)		0.60		(222,627	)		0.51		—		—		(13,125	)		0.50
Options at end of period		4,313,493			0.46		4,827,330			0.44		6,663,052		0.53		7,487,319			0.61
Options exercisable at period end		1,443,126			0.50		1,917,094			0.48		3,131,576		0.46		4,422,177			0.49
Weighted average per share fair value of options granted during the period	$	0.24				$	0.26				$	0.51			$	1.01

The following table provides additional information related to outstanding stock options, fully vested stock options, and stock options expected to vest as of September 30, 2009:

			Weighted		Weighted
			Average		Average		Aggregate
			Exercise		Contractual		Intrinsic
	Shares		Price		Term		Value
							(In thousands)
Outstanding		7,487,319	$	0.61		7.50 years	$	4,740
Exercisable		4,422,177		0.49		6.68 years		3,304
Expected to vest		2,757,722		0.77		8.68 years		1,293

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:

										Nine Months Ended
	Years Ended December 31,									September 30,
	2006			2007			2008			2009
Risk-free interest rate		4.53	%		3.98	%		2.87	%		3.47	%
Volatility factor		63.76	%		64.16	%		73.78	%		112.85	%
Grant date fair value of common stock		$ 0.39			$ 0.41			$ 0.75			$  1.18
Weighted-average expected life		6.03 years			6.13 years			6.15 years			6.18 years

F-25

ALIMERA SCIENCES, INC.

NOTES TO FINANCIAL STATEMENTS — (Continued)

In 2006, the Company assumed a 50% forfeiture rate for stock options held by employees associated with the discontinued operations (see Note 3), and a 10% forfeiture rate for all other stock options. In 2007 and 2008 and the nine months ended September 30, 2009, the Company assumed a 10% forfeiture rate.

Employee stock-based compensation expense recognized under ASC 718 was as follows:

							Nine Months
							Ended
	Years Ended December 31,						September 30,
	2006		2007		2008		2009
	(In thousands)
Marketing	$	6	$	9	$	109	$	28
Research and development		18		36		269		110
General and administrative		38		45		372		216
Discontinued operations		26		—		—		—
Total employee stock-based compensation expense	$	88	$	90	$	750	$	354

The total estimated fair value of options granted during the years ended December 31, 2006, 2007, and 2008 and during the nine months ended September 30, 2009 was $787,000, $360,000, $930,000 and $934,000, respectively, and the total estimated value of options granted prior to 2006 was $369,000.

The following table summarizes outstanding and exercisable options at September 30, 2009:

	Options Outstanding				Options Exercisable
			Weighted				Weighted
			Average				Average
			Remaining				Remaining
	Number		Contractual		Number		Contractual
Exercise Prices	Outstanding		Life		Exercisable		Life
$0.39		2,380,075		6.58		2,147,056		6.56
0.41		1,349,345		8.03		638,579		7.98
0.60		1,037,910		5.04		1,034,703		5.04
0.66		35,000		8.42		13,125		8.42
0.71		1,598,722		8.47		514,464		8.47
0.96		20,000		8.65		6,250		8.65
1.14		115,000		8.74		46,250		8.74
1.18		924,267		9.91		15,000		9.80
1.48		20,000		8.91		5,000		8.91
1.60		7,000		8.92		1,750		8.92
		7,487,319				4,422,177

11.   COMMON STOCK WARRANTS

The Company has issued warrants to purchase common stock to various members of the board of directors and third-parties for services. The Company also issued warrants to purchase common stock to a third party in connection with a license agreement (see Note 6). Total warrants to purchase common stock issued and outstanding were 1,193,171, 1,188,171 and 895,494 at December 31, 2007 and 2008 and September 30, 2009, respectively, at exercise prices ranging from $0.50 to $1.19 per share. The warrants are exercisable for a period of seven to ten years from the issuance date.

In April 2008, certain holders of the Company’s warrants exercised their rights to purchase 5,000 shares of the Company’s common stock. The Company received $6,000 from the exercise of these warrants. In July 2009, 292,677 warrants expired.

F-26

ALIMERA SCIENCES, INC.

NOTES TO FINANCIAL STATEMENTS — (Continued)

No warrants to purchase common stock were issued in the years ended December 31, 2006, 2007, and 2008 and for the nine months ended September 30, 2009.

12.   STOCK RESTRICTION AGREEMENTS

In 2004 the Company entered into stock restriction agreements with six employee stockholders of the Company for a total of 2,010,000 shares of common stock. Under the agreements, the Company had a right to repurchase the common stock owned by the employees at a purchase price of $0.60 per share upon the termination of the employee’s employment by the Company with cause or by the employee without good reason, as defined in the agreement. The repurchase rights expired ratably through June 2007, and no shares were repurchased.

The Company accounted for these as restricted stock grants under the provisions of FASB Interpretation (FIN) No. 28, Accounting for Stock Appreciation Rights and Other Variable Stock Options Award Plans. Over the lifetime of the restriction agreements, the Company recognized a total of $715,000 in compensation expense based on a value of $0.36 per share on the date the Company entered into the restriction agreements. The Company recognized $95,000 and $238,000 in expense in each of the years ended December 31, 2007 and 2006, due to the lapse of the restrictions in the normal course. An incremental expense of $24,000 was recorded in 2006 in connection with the termination of two employees whose restrictions lapsed upon termination. For the year ended December 31, 2006, $71,000 has been included in (loss) income from discontinued operations in the accompanying statements of operations.

13.   INCOME TAXES

The components of the income tax benefit were as follows:

										Nine Months
										Ended
	Years Ended December 31,									September 30,
	2006			2007			2008			2009
	(In thousands)
Deferred benefit (expense):
Federal	$	4,262		$	1,877		$	17,119		$	5,053
State		106			18			2,202			589
		4,368			1,895			19,321			5,642
Valuation allowance		(4,368	)		(1,895	)		(19,321	)		(5,642	)
Income tax benefit	$	—		$	—		$	—		$	—

As required by ASC 740, management of the Company has evaluated the positive and negative evidence bearing upon the realizability of its deferred tax assets. Management has concluded, in accordance with the applicable accounting standards, that it is more likely than not that the Company will not realize the benefit of its deferred tax assets. Accordingly, the net deferred tax assets have been fully reserved. Management reevaluates the positive and negative evidence on an annual basis.

At December 31, 2007 and 2008 and September 30, 2009, the Company had federal net operating loss (NOL) carry-forwards of approximately $33,901,000, $57,509,000 and $74,145,000 and state net operating losses of approximately $24,692,000, $40,681,000, and $57,317,000, respectively, that are available to reduce future income unless otherwise taxable. If not utilized, the federal NOL carryforward will expire at various dates between 2023 and 2029 and the state NOL carry-forwards will expire at various dates between 2018 and 2029.

F-27

ALIMERA SCIENCES, INC.

NOTES TO FINANCIAL STATEMENTS — (Continued)

Net deferred tax assets (liabilities) were as follows:

	December 31,						September 30,
	2007			2008			2009
	(In thousands)
Depreciation and amortization	$	(65	)	$	(17	)	$	287
Other deferred tax assets		179			227			342
NOL carry-forwards		12,157			21,167			27,482
Research and development costs		—			11,013			10,283
Collaboration agreement receivable reserves		1,506			194			346
Other		—			514			—
Valuation allowance		(13,777	)		(33,098	)		(38,740	)
Total	$	—		$	—		$	—

If changes in ownership of the Company were to occur, NOL carry-forwards may be subject to annual limitations under Internal Revenue Code Section 382.

The income tax provision (benefit) differs from the amount determined by applying the U.S. federal statutory income tax rate to the pre-tax accounting loss as follows:

	Years Ended December 31,																		Nine Months Ended
	2006						2007						2008						September 30, 2009
	Amount			Percent			Amount			Percent			Amount			Percent			Amount			Percent
	(In thousands, except percentages)
Federal tax benefit at statutory rate	$	(4,410	)		34.0	%	$	(1,940	)		34.0	%	$	(20,898	)		34.0	%	$	(7,328	)		34.0	%
State tax — net of federal benefit		(112	)		0.9			(31	)		0.5			(2,434	)		4.0			(854	)		4.0
Permanent items		152			(1.2	)		63			(1.1	)		4,226			(6.9	)		2,115			(9.8	)
Change in state deferred tax rate		2			—			13			(0.2	)		(160	)		0.3			—			—
Other		—			—			—			—			(55	)		—			425			(2.0	)
Increase in valuation allowance		4,368			(33.7	)		1,895			(33.2	)		19,321			(31.4	)		5,642			(26.2	)
Total tax expense	$	—			—	%	$	—			—	%	$	—			—	%	$	—			—	%

The Company has evaluated the impact of ASC 740-10 on its financial statements, which was early adopted effective January 1, 2007. The Company believes that its income tax filing positions 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. The Company did not record a cumulative effect adjustment related to the adoption of ASC 740-10. 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.

14.   FAIR VALUE MEASUREMENTS

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.

F-28

ALIMERA SCIENCES, INC.

NOTES TO FINANCIAL STATEMENTS — (Continued)

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.

The following fair value table presents information about the Company’s assets and liabilities measured at fair value on a recurring basis:

	December 31, 2008
	Level 1		Level 2		Level 3		Total
Assets:
Cash and cash equivalents -
government-backed money market funds(1)	$	17,421	$	—	$	—	$	17,421
Assets measured at fair value	$	17,421	$	—	$	—	$	17,421
Liabilities:
Beneficial conversion feature of preferred stock(2)	$	—	$	—	$	12,656	$	12,656
Liabilities measured at fair value	$	—	$	—	$	12,656	$	12,656

	September 30, 2009
	Level 1		Level 2		Level 3		Total
Assets:
Cash and cash equivalents -
government-backed money market funds(1)	$	9,066	$	—	$	—	$	9,066
Assets measured at fair value	$	9,066	$	—	$	—	$	9,066
Liabilities:
Beneficial conversion feature of preferred stock(2)	$	—	$	—	$	18,855	$	18,855
Liabilities measured at fair value	$	—	$	—	$	18,855	$	18,855

(1) The carrying amounts approximate fair value due to the short-term maturities of the cash and cash equivalents.

F-29

ALIMERA SCIENCES, INC.

NOTES TO FINANCIAL STATEMENTS — (Continued)

(2) The fair value of the beneficial conversion feature of preferred stock (see note 9) is established using a probability weighted expected return method (PWERM) and Black Scholes valuation model. Significant inputs to the valuation include:

•  probability of various scenarios occurring, including the potential for an initial public offering, sale of the Company or its assets, decision to remain a private company or liquidation of the Company;

•  fair value of common stock as determined under each of the scenarios under the PWERM, adjusted for a lack of control and lack of marketability discount;

•  volatility estimated as an average of volatilities of publicly traded companies deemed similar to the Company in terms of product composition, stage of lifecycle, capitalization, and scope of operations;

•  exercise price and weighted-average expected life estimated based on the underlying and the expected remaining life of the underlying instrument;

•  risk-free interest rate estimated as the daily treasury yield for the period that most closely approximates the weighted-average expected life as the valuation date as published by the United States Department of Treasury.

The method described above may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, while the Company believes its valuation methods are appropriate, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date.

The following table presents the changes to the fair value of the beneficial conversion feature of preferred stock during the nine months ended September 30, 2009 (in thousands):

Balance of beneficial conversion feature of preferred stock at December 31, 2008	$	12,656
Issuance of Series C-1 preferred stock (See Note 9)		903
Change in fair value of beneficial conversion feature of preferred stock during the nine months ended September 30, 2009		5,295
Balance of beneficial conversion feature of preferred stock at September 30, 2009	$	18,855

15.   EMPLOYEE BENEFIT PLAN

During the year ended December 31, 2004, the Company established 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 $61,000 and $64,000 for the year ended December 31, 2008 and for the nine months ended September 30, 2009, respectively. The Company may also make an annual discretionary profit-sharing contribution. No such discretionary contributions were made during the years ended December 31, 2006, 2007, and 2008 and for the nine months ended September 30, 2009.

******

F-30

           Shares

Alimera Sciences, Inc.

Common Stock

Credit Suisse

Citi

Cowen and Company

Oppenheimer & Co.

Through and including          , 2010 (the 25th day after the date of this prospectus), all dealers effecting transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This obligation is in addition to a dealer’s obligation to deliver a prospectus when acting as an underwriter and with respect to an unsold allotment or subscription.

PART II — INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13.   OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The following table presents the costs and expenses, other than underwriting discounts and commissions, payable by us in connection with the sale of the common stock being registered. All amounts are estimates except the SEC registration fee, the FINRA fee, and the Nasdaq Global Market listing fee.

SEC Registration fee	$	4,464
FINRA fee		8,500
Nasdaq Global Market listing fee		*
Printing and engraving expenses		*
Legal fees and expenses		*
Accounting fees and expenses		*
Blue sky fees and expenses		*
Custodian and transfer agent fees		*
Miscellaneous fees and expenses		*
Total	$	*

* To be completed in subsequent amendment

ITEM 14.   INDEMNIFICATION OF DIRECTORS AND OFFICERS

Section 145 of the Delaware General Corporation Law authorizes a court to award or a corporation’s board of directors to grant, indemnification to directors and officers in terms sufficiently broad to permit indemnification under limited circumstances for liabilities, including reimbursement for expenses incurred, arising under the Securities Act of 1933, as amended (the “Securities Act”). Article 5 of our bylaws provides for mandatory indemnification of our directors and officers to the maximum extent permitted by the Delaware General Corporation Law. Our restated certificate of incorporation provides that, under Delaware law, our directors and officers shall not be liable for monetary damages for breach of the officers’ or directors’ fiduciary duty as officers or directors to our stockholders and us. This provision in the restated certificate of incorporation does not eliminate the directors’ or officers’ fiduciary duty, and in appropriate circumstances, equitable remedies like injunctive or other forms of non-monetary relief will remain available under Delaware law. In addition, each director or officer will continue to be subject to liability for breach of the director’s or officer’s duty of loyalty to us, for acts or omissions not in good faith or involving intentional misconduct or a knowing violation of law, for actions leading to improper personal benefit to the director or officer, and for payment of dividends or approval of stock repurchases or redemptions that are unlawful under Delaware law. This provision also does not affect a director’s or officer’s responsibilities under any other law, such as the federal securities laws or state or federal environmental laws. We have entered into indemnification agreements with our directors and officers, a form of which is attached as Exhibit 10.1 and incorporated by reference. The indemnification agreements provide our directors and officers with further indemnification to the maximum extent permitted by the Delaware General Corporation Law. Reference is made to Section 8 of the underwriting agreement contained in Exhibit 1.1 to this prospectus, indemnifying our directors and officers against limited liabilities. In addition, Section 2.6 of the second amended and restated investor rights agreement contained in Exhibit 4.3 to this registration statement provides for indemnification of certain of our stockholders against liabilities described in the second amended and restated investor rights agreement.

ITEM 15.   RECENT SALES OF UNREGISTERED SECURITIES

In the three years preceding the filing of this registration statement, we have issued the following securities that were not registered under the Securities Act:

1. We granted direct issuances or stock options to purchase 5,603,634 shares of our common stock at exercise prices ranging from $0.39 to $1.60 per share to employees and directors under our 2004

II-1

Incentive Stock Plan and our 2005 Incentive Stock Plan. We did not grant any direct issuances or stock options outside of our 2004 Incentive Stock Plan and our 2005 Incentive Stock Plan.

2. We issued and sold an aggregate of           shares of our common stock to employees, consultants, and other service providers for aggregate consideration of approximately           under direct issuances or exercises of options granted under our 2004 Incentive Stock Plan and our 2005 Incentive Stock Plan. We did not issue or sell any shares of our common stock to employees, consultants, and other service providers outside of our 2004 Incentive Stock Plan and our 2005 Incentive Stock Plan.

3. We sold an aggregate of 12,119,573 shares of our Series B preferred stock to various investors, including entities affiliated with Domain Partners VI, L.P., Intersouth Partners VI, L.P., Intersouth Partners VII, L.P., Venrock Associates IV, L.P., Polaris Venture Partners IV, L.P. and BAVP, L.P. and various other entities and individuals for aggregate consideration of approximately $15.9 million.

4. We sold an aggregate of 19,744,246 shares of our Series C preferred stock to various investors, including entities affiliated with Domain Partners VI, L.P., Intersouth Partners VI, L.P., Intersouth Partners VII, L.P., Venrock Associates IV, L.P., Polaris Venture Partners IV, L.P. and BAVP, L.P. and various other entities and individuals for aggregate consideration of approximately $30.0 million.

5.  We sold an aggregate of 3,290,708 units, comprised of 3,290,708 shares of our Series C-1 preferred stock and warrants exercisable for up to an aggregate of 6,581,416 to various investors, including entities affiliated with Domain Partners VI, L.P., Intersouth Partners VI, L.P., Intersouth Partners VII, L.P., Venrock Associates IV, L.P., Polaris Venture Partners IV, L.P. and BAVP, L.P. and various other entities and individuals for aggregate consideration of approximately $5.0 million.

6. We issued an aggregate of 126,642 shares of our common stock having an aggregate fair market value on the date of issuance of approximately $161,000 to Croft & Bender LLC in consideration of its provision of certain consulting services to us.

7. We issued an aggregate of 127,119 shares of our common stock having an aggregate fair market value on the date of issuance of $150,000 to Emory University and Jack L. Arbiser in connection with our execution of an option and license agreement with Emory University.

8. The sale of the above securities was deemed to be exempt from registration under the Securities Act in reliance upon Section 4(2) of the Securities Act or Regulation D promulgated thereunder, or Rule 701 promulgated under Section 3(b) of the Securities Act as transactions by an issuer not involving any public offering or transactions under compensation benefit plans and contracts relating to compensation as provided under Rule 701. The recipients of securities in each transaction represented their intentions to acquire the securities for investment only and not with a view to or for sale in connection with any distribution and appropriate legends were affixed to the share certificates issued in these transactions. All recipients had adequate access, through their relationships with us, to information about us.

ITEM 16.   EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

Exhibits

1	.1	Form of Underwriting Agreement*
3	.1	Restated Certificate of Incorporation of Registrant, as amended on various dates
3	.2	Restated Certificate of Incorporation of Registrant to be effective upon closing
3	.3	Amended and Restated Bylaws of the Registrant
3	.4	Amended and Restated Bylaws of the Registrant to be effective upon closing
4	.1	Reference is made to Exhibits 3.1, 3.2, 3.3 and 3.4
4	.2	Form of Registrant’s Common Stock Certificate*
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
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

II-2

4	.5	Omnibus Amendment, dated August 25, 2009 by and among the Registrant, certain stockholders and the investors listed on the signature pages thereto
5	.1	Opinion of Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP*
10	.1	Form of Indemnification Agreement between the Registrant and each of its directors and executive officers
10	.2	Amended and Restated Employment Agreement, dated August 18, 2008, by and between the Registrant and C. Daniel Myers†
10	.3	Amended and Restated Employment Agreement, dated August 18, 2008, by and between the Registrant and Richard Eiswirth†
10	.4	Amended and Restated Employment Agreement, dated August 18, 2008, by and between the Registrant and David Holland†
10	.5	Amended and Restated Employment Agreement, dated August 18, 2008, by and between the Registrant and Susan Caballa†
10	.6	Amended and Restated Employment Agreement, dated August 18, 2008, by and between the Registrant and Kenneth Green†
10	.7	Alimera Sciences, Inc. 2004 Incentive Stock Plan, as amended
10	.7.A	Form of Option Certificate under the Alimera Sciences, Inc. 2004 Incentive Stock Plan
10	.8	Alimera Sciences, Inc. 2005 Incentive Stock Plan
10	.8.A	Form of Option Certificate under the Alimera Sciences, Inc. 2005 Incentive Stock Plan
10	.9	2009 Equity Incentive Plan (to be effective upon closing of the offering)
10	.10	2009 Employee Stock Purchase Plan (to be effective upon closing of the offering)
10	.11	Management Cash Incentive Plan (to be effective upon closing of the offering)
10	.12	Compensation Program for Non-Employee Directors (to be effective upon closing of the offering)
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*‡
10	.14	Asset Purchase Agreement between Bausch & Lomb Incorporated and Alimera Sciences, Inc., dated as of December 20, 2006*‡
10	.15	Asset Purchase Agreement between Bausch & Lomb Incorporated and Alimera Sciences, Inc., dated as of February 16, 2007*‡
10	.16	License and Option Agreement by and between Emory University and Alimera Sciences, Inc., dated as of July 16, 2009*‡
10	.17	License and Option Agreement by and between Emory University and Alimera Sciences, Inc., dated as of August 31, 2009*‡
10	.18	Office Lease by and between Rubicon, L.C. and Alimera Sciences, Inc., dated as of May 27, 2003, as amended
10	.19	Option Certificates Documenting Options Granted to C. Daniel Myers under the 2004 Incentive Stock Plan and 2005 Incentive Stock Plan†
10	.20	Option Certificates Documenting Options Granted to Richard Eiswirth under the 2004 Incentive Stock Plan and 2005 Incentive Stock Plan†
10	.21	Option Certificates Documenting Options Granted to David Holland under the 2004 Incentive Stock Plan and 2005 Incentive Stock Plan†
10	.22	Option Certificates Documenting Options Granted to Susan Caballa under the 2004 Incentive Stock Plan and 2005 Incentive Stock Plan†
10	.23	Option Certificates Documenting Options Granted to Kenneth Green under the 2004 Incentive Stock Plan and 2005 Incentive Stock Plan†
10	.24	Option Certificates Documenting Options Granted to Calvin W. Roberts under the 2004 Incentive Stock Plan and 2005 Incentive Stock Plan†
10	.25	License Agreement, between Alimera Sciences, Inc. and Dainippon Sumitomo Pharma Co., Ltd., dated November 4, 2007*‡

II-3

23	.1	Consent of Deloitte & Touche LLP Independent Registered Public Accounting Firm
23	.2	Consent of Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP (contained in Exhibit 5.1)*
24	.1	Power of Attorney (included on signature page of this filing)

†	Compensation Arrangement.
*	To be filed by amendment.
‡	Confidential treatment has been or will be requested for portions of this document. The omitted portions of this document have been filed or will be filed by amendment with the Securities and Exchange Commission.

ITEM 17.   UNDERTAKINGS

We undertake to provide to the underwriters at the closing specified in the underwriting agreement, certificates in the denominations and registered in the names as required by the underwriters to permit prompt delivery to each purchaser.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant under the Delaware General Corporation Law, the restated certificate of incorporation or our bylaws, the underwriting agreement, or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission, this indemnification is against public policy as expressed in the Securities Act, and is, therefore, unenforceable. In the event that a claim for indemnification against these liabilities, other than the payment by us of expenses incurred or paid by a director, officer, or controlling person of ours in the successful defense of any action, suit or proceeding, is asserted by a director, officer or controlling person in connection with the securities being registered in this offering, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether this indemnification by us is against public policy as expressed in the Securities Act and will be governed by the final adjudication of this issue.

We undertake that:

(1) For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by us under Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

(2) For the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered, and the offering of these securities at that time shall be deemed to be the initial bona fide offering.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Alpharetta, State of Georgia, on this 30th day of October, 2009.

ALIMERA SCIENCES, INC. (Registrant)

By:  /s/  C. Daniel Myers

C. Daniel Myers

President and Chief Executive

Officer

KNOW ALL PERSONS BY THESE PRESENTS, that each individual whose signature appears below constitutes and appoints C. Daniel Myers and Richard S. Eiswirth, Jr., and each of them, his true and lawful attorneys-in-fact and agents with full power of substitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to sign any registration statement for the same offering covered by this Registration Statement that is to be effective on filing pursuant to Rule 462(b) promulgated under the Securities Act of 1933, and all post-effective amendments thereto, and to file the same, with all exhibits thereto and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or his or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons on behalf of the Registrant and in the capacities and on the dates indicated:

Signature	Title	Date
/s/  C. Daniel Myers C. Daniel Myers	President and Chief Executive Officer	October 30, 2009
/s/  Richard S. Eiswirth, Jr. Richard S. Eiswirth, Jr.	Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer)	October 30, 2009
/s/  Phillip R. Tracy Phillip R. Tracy	Chairman of the Board of Directors, Director	October 30, 2009
/s/  Mark J. Brooks Mark J. Brooks	Director	October 30, 2009
/s/  Brian K. Halak, Ph.D. Brian K. Halak, Ph.D.	Director	October 30, 2009

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Signature	Title	Date
/s/  Anders D. Hove, M.D. Anders D. Hove, M.D.	Director	October 30, 2009
/s/  Calvin W. Roberts, M.D. Calvin W. Roberts, M.D.	Director	October 30, 2009
/s/  Bryce Youngren Bryce Youngren	Director	October 30, 2009

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INDEX TO EXHIBITS

1	.1	Form of Underwriting Agreement*
3	.1	Restated Certificate of Incorporation of Registrant, as amended on various dates
3	.2	Restated Certificate of Incorporation of Registrant to be effective upon closing
3	.3	Amended and Restated Bylaws of the Registrant
3	.4	Amended and Restated Bylaws of the Registrant to be effective upon closing
4	.1	Reference is made to Exhibits 3.1, 3.2, 3.3 and 3.4
4	.2	Form of Registrant’s Common Stock Certificate*
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
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
4	.5	Omnibus Amendment, dated August 25, 2009, by and among the Registrant, certain stockholders and the investors listed on the signature pages thereto
5	.1	Opinion of Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP*
10	.1	Form of Indemnification Agreement between the Registrant and each of its directors and executive officers
10	.2	Amended and Restated Employment Agreement, dated August 18, 2008, by and between the Registrant and C. Daniel Myers†
10	.3	Amended and Restated Employment Agreement, dated August 18, 2008, by and between the Registrant and Richard Eiswirth†
10	.4	Amended and Restated Employment Agreement, dated August 18, 2008, by and between the Registrant and David Holland†
10	.5	Amended and Restated Employment Agreement, dated August 18, 2008, by and between the Registrant and Susan Caballa†
10	.6	Amended and Restated Employment Agreement, dated August 18, 2008, by and between the Registrant and Kenneth Green†
10	.7	Alimera Sciences, Inc. 2004 Incentive Stock Plan, as amended
10	.7.A	Form of Option Certificate under the Alimera Sciences, Inc. 2004 Incentive Stock Plan
10	.8	Alimera Sciences, Inc. 2005 Incentive Stock Plan
10	.8.A	Form of Option Certificate under the Alimera Sciences, Inc. 2005 Incentive Stock Plan
10	.9	2009 Equity Incentive Plan (to be effective upon closing of the offering)
10	.10	2009 Employee Stock Purchase Plan (to be effective upon closing of the offering)
10	.11	Management Cash Incentive Plan (to be effective upon closing of the offering)
10	.12	Compensation Program for Non-Employee Directors (to be effective upon closing of the offering)
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*‡
10	.14	Asset Purchase Agreement between Bausch & Lomb Incorporated and Alimera Sciences, Inc., dated as of December 20, 2006*‡
10	.15	Asset Purchase Agreement between Bausch & Lomb Incorporated and Alimera Sciences, Inc., dated as of February 16, 2007*‡
10	.16	License and Option Agreement by and between Emory University and Alimera Sciences, Inc., dated as of July 16, 2009*‡
10	.17	License and Option Agreement by and between Emory University and Alimera Sciences, Inc., dated as of August 31, 2009*‡
10	.18	Office Lease by and between Rubicon, L.C. and Alimera Sciences, Inc., dated as of May 27, 2003, as amended

10	.19	Option Certificates Documenting Options Granted to C. Daniel Myers under the 2004 Incentive Stock Plan and 2005 Incentive Stock Plan†
10	.20	Option Certificates Documenting Options Granted to Richard Eiswirth under the 2004 Incentive Stock Plan and 2005 Incentive Stock Plan†
10	.21	Option Certificates Documenting Options Granted to David Holland under the 2004 Incentive Stock Plan and 2005 Incentive Stock Plan†
10	.22	Option Certificates Documenting Options Granted to Susan Caballa under the 2004 Incentive Stock Plan and 2005 Incentive Stock Plan†
10	.23	Option Certificates Documenting Options Granted to Kenneth Green under the 2004 Incentive Stock Plan and 2005 Incentive Stock Plan†
10	.24	Option Certificates Documenting Options Granted to Calvin W. Roberts under the 2004 Incentive Stock Plan and 2005 Incentive Stock Plan†
10	.25	License Agreement between Alimera Sciences, Inc. and Dainippon Sumitomo Pharma Co., Ltd., dated November 4, 2007*‡
23	.1	Consent of Deloitte & Touche LLP Independent Registered Public Accounting Firm
23	.2	Consent of Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP (contained in Exhibit 5.1)*
24	.1	Power of Attorney (included on signature page of this filing)

†	Compensation Arrangement.
*	To be filed by amendment.
‡	Confidential treatment has been or will be requested for portions of this document. The omitted portions of this document have been filed or will be filed by amendment with the Securities and Exchange Commission.

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EX-3.1

Exhibit 3.1

RESTATED CERTIFICATE OF INCORPORATION

OF

ALIMERA SCIENCES, INC.

     Alimera Sciences, Inc., a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the “General Corporation Law”),

     DOES HEREBY CERTIFY:

     FIRST: That the name of this corporation is Alimera Sciences, Inc. and that this corporation was originally incorporated pursuant to the General Corporation Law on June 4, 2003 under the name Alimera Sciences, Inc.

     SECOND: That the Board of Directors duly adopted resolutions proposing to amend and restate the Restated Certificate of Incorporation of this corporation filed with the Delaware Secretary of State on March 14, 2008 (the “Prior Restated Certificate”), declaring said amendment and restatement to be advisable and in the best interests of this corporation and its stockholders, and authorizing the appropriate officers of this corporation to solicit the consent of the stockholders therefor, which resolution setting forth the proposed amendment and restatement is as follows:

     RESOLVED, that the Prior Restated Certificate of this corporation be amended and restated in its entirety as follows (as so amended and restated, this “Restated Certificate of Incorporation”):

ARTICLE I

     The name of this corporation shall be “Alimera Sciences, Inc.” (the “Corporation”).

ARTICLE II

     The address of the registered office of the Corporation in the State of Delaware is 1209 Orange Street, Wilmington, New Castle County, Delaware 19801, and the name of the registered agent is The Corporation Trust Company.

ARTICLE III

     The purpose for which the Corporation is organized is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law.

ARTICLE IV

     The Corporation shall have the authority to issue 176,443,818 shares of capital stock, $0.01 par value per share, of which 100,000,000 shares shall be designated Common Stock (the “Common Stock”) and 76,443,818 shares shall be designated Preferred Stock (the “Preferred Stock”), of which 22,524,545 shares of Preferred Stock shall be designated Series A Preferred

Stock (the “Series A Preferred Stock”), 24,302,903 shares of Preferred Stock shall be designated Series B Preferred Stock (the “Series B Preferred Stock”), 19,744,246 shares of Preferred Stock shall be designated Series C Preferred Stock (the “Series C Preferred Stock”) and 9,872,124 shares of Preferred Stock shall be designated Series C-1 Preferred Stock (the “Series C-1 Preferred Stock”). The Series A Preferred Stock, the Series B Preferred Stock, the Series C Preferred Stock and the Series C-1 Preferred Stock shall have the rights, preferences, privileges and restrictions set forth below in Article V.

ARTICLE V

     The rights, preferences, privileges, restrictions and other matters relating to the Series A Preferred Stock, the Series B Preferred Stock, the Series C Preferred Stock and the Series C-1 Preferred Stock are as follows.

     A. Dividends.

          1. Dividend Accruals and Payments. The holder of each share of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock and Series C-1 Preferred Stock shall be entitled, consistent with Delaware law, to receive, out of the assets of the Corporation legally available therefor, cumulative dividends at an annual rate of eight percent (8.0%) on the Series A Original Price (as defined in Section E below), the Series B Original Price (as defined in Section E below), the Series C Original Price (as defined in Section E below) or the Series C-1 Original Price (as defined in Section E below), as applicable (subject in each case to adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization affecting such shares). Notwithstanding the foregoing, upon the failure or inability of the Corporation to redeem any shares of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock or Series C-1 Preferred Stock when due pursuant to Section C below, whether as a result of legal restrictions or otherwise, the annual dividend rate on such Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock and Series C-1 Preferred Stock shall thereafter be increased to twelve percent (12.0%). All such dividends shall be calculated based on a 365-day year, shall be cumulative and shall accrue, whether or not declared, on each share of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock and Series C-1 Preferred Stock. Such dividends shall be due and payable with respect to a share of Preferred Stock (i) when, as and if declared by the Board of Directors of the Corporation, (ii) upon a Liquidating Event (as defined below), or (iii) upon redemption of such share of Preferred Stock pursuant to Section C below. The Board of Directors of the Corporation may fix in advance a record date for the determination of holders of shares of Preferred Stock entitled to receive payment of any dividend thereon, which record date shall be no more than thirty (30) calendar days and no less than ten (10) calendar days prior to the date fixed for the payment thereof.

     No cash dividend or other distribution (other than a stock dividend giving rise to an adjustment under Section F hereof and made in accordance with the provisions of this Restated Certificate of Incorporation) shall be paid, or declared and set apart for payment, on any share of Common Stock, nor shall any share of Common Stock be repurchased or redeemed by the Corporation (other than acquisitions of Common Stock by the Corporation pursuant to agreements which permit the Corporation to repurchase such shares at cost (or the lesser of cost

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or fair market value) upon termination of services to the Corporation) unless (i) all accrued but unpaid dividends on all shares of Preferred Stock pursuant to the first paragraph of this Subsection A.1 as of the date of such dividend or other distribution have been paid in full, and (ii) a pro rata cash dividend or other distribution is paid, or declared and set apart for payment, with respect to all outstanding shares of Preferred Stock based on the number of shares of Common Stock into which such shares of Preferred Stock are then convertible pursuant to Section E hereof as of the record date for determination of the holders of capital stock of the Corporation entitled to such dividend or distribution; provided, however, that in determining the Series A Conversion Ratio for the aforesaid calculation each share of Series A Preferred Stock shall first be deemed to have been paid a dividend payment in the amount of the applicable Convertible Dividend.

          2. Ratable Allocation of Dividends. If at any time the Corporation pays a dividend or distribution on the Preferred Stock in an amount less than the total amount of dividends then accrued or declared and payable with respect to all shares of Preferred Stock, such payment will be distributed ratably among the holders of shares of Preferred Stock pro rata in proportion to the accrued or declared dividends that are then unpaid for the shares of Preferred Stock held by each such holder up to the aggregate amount of all dividends accrued or otherwise payable on such Preferred Stock.

     B. Preference on Liquidation.

          1. Upon the occurrence of any Liquidating Event, before any payment shall be made in respect of the Corporation’s Common Stock, (i) each holder of Series A Preferred Stock then outstanding shall be paid, out of the assets of the Corporation available for distribution to its stockholders, an amount equal to the Series A Original Price per share of Series A Preferred Stock, plus accrued or declared dividends that are then unpaid for each share of Series A Preferred Stock then held by them (the “Series A Preference Amount”), (ii) each holder of Series B Preferred Stock then outstanding shall be paid, out of the assets of the Corporation available for distribution to its stockholders, an amount equal to the Series B Original Price per share of Series B Preferred Stock, plus accrued or declared dividends that are then unpaid for each share of Series B Preferred Stock then held by them (the “Series B Preference Amount”) , (iii) each holder of Series C Preferred Stock then outstanding shall be paid, out of the assets of the Corporation available for distribution to its stockholders, an amount equal to the Series C Original Price per share of Series C Preferred Stock, plus accrued or declared dividends that are then unpaid for each share of Series C Preferred Stock then held by them (the “Series C Preference Amount”) and (iv) each holder of Series C-1 Preferred Stock then outstanding shall be paid, out of the assets of the Corporation available for distribution to its stockholders, an amount equal to the Series C-1 Original Price per share of Series C-1 Preferred Stock, plus accrued or declared dividends that are then unpaid for each share of Series C-1 Preferred Stock then held by them (the “Series C-1 Preference Amount”), subject in each case to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization affecting such shares. If, upon the occurrence of a Liquidating Event, the assets and funds distributed among the holders of Preferred Stock shall be insufficient to permit the payment to such holders of the full aforesaid Series A Preference Amount, Series B Preference Amount, Series C Preference Amount and Series C-1 Preference Amount, as applicable, then the entire assets and funds of the Corporation legally available for distribution shall be distributed

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ratably among the holders of Preferred Stock in proportion to the aggregate of the Series A Preference Amount, the Series B Preference Amount, the Series C Preference Amount and the Series C-1 Preference Amount (collectively, the “Preference Amount”) each such holder is entitled to receive. After payment has been made to the holders of Preferred Stock of the full Preference Amount to which they shall be entitled as aforesaid, any remaining assets of the Corporation legally available for distribution, if any, shall be distributed ratably among the holders of the Corporation’s Common Stock and Preferred Stock as if such shares of Preferred Stock had been converted voluntarily into Common Stock immediately prior to such Liquidating Event; provided, however, that in determining the Series A Conversion Ratio for the aforesaid calculation each share of Series A Preferred Stock shall first be deemed to have been paid a dividend payment in the amount of the applicable Convertible Dividend.

          2. Written notice of any such Liquidating Event stating a payment date, the place where such payment shall be made, the amount of each payment in liquidation and the amount of dividends to be paid shall be given by first class mail, postage prepaid, not less than ten (10) days prior to the payment date stated therein, to each holder of record of the Preferred Stock at such holder’s address as shown in the records of the Corporation; provided, that such ten (10) day notice period may be shortened or waived upon the affirmative vote or written consent of the holders of at least a majority of the then outstanding shares of Preferred Stock, consenting or voting separately as a single class; and, provided further, that, to the extent not waived, any holder of Preferred Stock may convert its shares of Preferred Stock to Common Stock during such ten (10) day (or lesser) notice period at any time prior to the payment date stated in such notice.

          3. A “Liquidating Event” shall mean (a) any liquidation, dissolution or winding up of the Corporation, either voluntary or involuntary, or (b) a transaction or series of related transactions resulting in any of the following: (1) a sale, lease, transfer, exchange or other disposition of all or substantially all the assets of the Corporation, (2) a merger, consolidation, sale or reorganization as a result of which stockholders of the Corporation immediately prior to such merger, consolidation, sale or reorganization either (A) possess less than 50% of the voting power of the acquiring, surviving or successor entity immediately following such merger, consolidation, sale or reorganization or (B) do not possess the voting power of the acquiring, surviving or successor entity immediately following such merger, consolidation, sale or reorganization in substantially the same proportions as such stockholders possessed immediately prior thereto, or (3) the transfer by one or more stockholders of the Corporation of securities of the Corporation representing 50% or more of the combined voting power of the then outstanding securities of the Corporation; provided, however, if the holders of a majority of the shares of Preferred Stock then outstanding so elect by giving written notice to the Corporation before the effective date of a merger, consolidation, sale or reorganization that would otherwise be a Liquidating Event as defined herein, such merger, consolidation, sale or reorganization shall not be deemed a Liquidating Event and the provisions of Subsection E.7 shall apply, and provided further, that a “Liquidating Event” shall not include any transaction or series of related transactions principally undertaken for bona fide equity financing purposes in which cash is received by the Corporation or any successor or indebtedness of the Corporation is cancelled or converted, or a combination thereof. Upon the occurrence of any Liquidating Event that would involve the distribution of assets other than cash with respect to the outstanding shares of Preferred Stock, the amount of such distribution shall be the fair market value thereof

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at the time of such distribution as determined in good faith by the Board of Directors of the Corporation, and any securities to be distributed in such event shall be valued as follows.

               (a) Securities not subject to investment letter or other similar restrictions on free marketability covered by subsection (ii) hereof:

                    (i) if traded on a securities exchange or through the Nasdaq Global Market or Nasdaq Capital Market, the value shall be deemed to be the average of the closing prices of the securities on such exchange over the 30 day period ending three (3) business days prior to the closing;

                    (ii) if actively traded over-the-counter, the value shall be deemed to be the average of the closing bid or sale prices (whichever is applicable) over the 30 day period ending three (3) business days prior to the closing; and

                    (iii) if there is no active public market, the value shall be the fair market value thereof, as reasonably determined by the Board of Directors of the Corporation in good faith.

               (b) The method of valuation of securities subject to investment letter or other restrictions on free marketability (other than restrictions arising solely by virtue of a stockholder’s status as an affiliate or former affiliate) shall be to make an appropriate discount from the market value determined as provided in clauses (A), (B) or (C) of subsection (i) hereof, to reflect the adjusted fair market value thereof, as reasonably determined by the Board of Directors of the Corporation in good faith.

     C. Redemption.

          1. At any time on or after March 17, 2013, to the extent all shares of Preferred Stock have not been previously redeemed or converted, the holders of a majority of the shares of Preferred Stock then outstanding (the “Electing Holders”), voting together as a single class, may require the Corporation, to the extent that it may lawfully do so, to redeem, subject to the provisions of this Subsection C.1, all of the then outstanding shares of Preferred Stock in three (3) annual installments (each date on which such redemption occurs, a “Redemption Date”); provided that the Corporation shall receive written notice (the “Redemption Notice”) from the Electing Holders requesting such redemption in accordance with this Section C. The number of shares of Preferred Stock that the Corporation shall be required to redeem on any one Redemption Date shall be equal to the amount determined by dividing (A) the aggregate number of shares of Preferred Stock outstanding immediately prior to the Redemption Date by (B) the number of remaining Redemption Dates (including the Redemption Date to which such calculation applies). Shares subject to redemption pursuant to this Section C.1 shall be redeemed from each holder of Preferred Stock on a pro rata basis, based on the number of shares of Preferred Stock then held. Promptly following receipt by the Corporation of the Redemption Notice (but in no event later than thirty (30) days following receipt by the Corporation of the Redemption Notice), the Electing Holders and the Corporation shall set the initial Redemption Date, such initial Redemption Date to occur within one hundred eighty (180) days following receipt by the Corporation of the Redemption Notice. The Corporation shall redeem such shares

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of Preferred Stock at a redemption price equal to the greater of (i) the Series A Preference Amount, the Series B Preference Amount, the Series C Preference Amount or the Series C-1 Preference Amount, as applicable, as of the applicable Redemption Date, or (ii) the fair market value per share of the Series A Preferred Stock, Series B Preferred Stock, the Series C Preferred Stock or the Series C-1 Preferred Stock, as applicable, as of the applicable Redemption Date (the determination of the current fair market value of the Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock or Series C-1 Preferred Stock, as applicable, as of the applicable Redemption Date (without any discount for minority ownership interest, illiquidity or otherwise) to be based on a valuation of the Corporation as finally determined by an independent third party appraiser mutually acceptable to the Board of Directors (excluding those members of the Board of Directors elected solely by the holders of Preferred Stock pursuant to Subsection D.3) and the holders of at least a majority of the then outstanding shares of Preferred Stock) as of the applicable Redemption Date (such greater amount with respect to the Series A Preferred Stock, Series B Preferred Stock, the Series C Preferred Stock or the Series C-1 Preferred Stock, as applicable, the “Redemption Price”), from any source of funds legally available therefor, until all shares of Preferred Stock for which redemption has been so requested have been redeemed or converted. If no funds or insufficient funds are legally available at the time of any Redemption Date to redeem all of the shares of Preferred Stock then due to be redeemed, then the Corporation shall redeem shares of Preferred Stock from holders thereof pro rata based upon the aggregate Redemption Price of the shares to be redeemed, and shall redeem the remaining shares to be redeemed as soon as sufficient funds are legally available. Shares of Preferred Stock that are subject to redemption but that have not been redeemed and the Redemption Price paid or set aside with respect thereto due to insufficient legally available funds shall continue to be entitled to the dividend, conversion and other rights, preferences, privileges and restrictions of such Preferred Stock until such shares have been redeemed and the Redemption Price has been paid or set aside thereto.

          2. At least twenty (20) calendar days but not more than sixty (60) calendar days prior to each Redemption Date, written notice (the “Company Redemption Notice”) shall be mailed, postage prepaid, by the Corporation to each holder of Preferred Stock to be redeemed on such Redemption Date at its post office address last shown on the records of the Corporation, specifying the Redemption Date, the Redemption Price, the place at which payment may be obtained and the date on which such holder’s conversion rights as to such shares terminate, and calling upon such holder to surrender to the Corporation, in the manner and at the place designated, his, her or its certificate or certificates representing the shares of Preferred Stock to be redeemed on the next Redemption Date. On a Redemption Date, the Redemption Price of such shares shall be payable to the order of the person whose name appears on such certificate or certificates as the owner thereof and each surrendered certificate shall be cancelled. In the event less than all the shares represented by such certificates are redeemed, a new certificate shall be issued representing the unissued shares. From and after a Redemption Date, unless there shall have been a default in payment of the Redemption Price, all dividends on the Preferred Stock redeemed on such Redemption Date shall cease to accrue, all rights of the holders of such shares as holders of Preferred Stock of the Corporation (except the right to receive the Redemption Price upon surrender of their certificate or certificates) shall cease with respect to such shares, and such shares shall not thereafter be transferred on the books of the Corporation or be deemed to be outstanding for any purpose whatsoever. Each holder of shares of Preferred Stock to be redeemed on such Redemption Date shall surrender the certificate or certificates representing

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such shares to the Corporation at the Corporation’s principal executive office on or before the applicable Redemption Date, and thereupon the Corporation shall pay the Redemption Price for such shares to be paid as described in Subsection C.1 in immediately available funds, by wire transfer to an account designated by the holder of such shares or by certified or bank check payable to the order of such holder. Each stock certificate surrendered for redemption shall be canceled and retired.

          3. On or prior to each Redemption Date, the Corporation shall deposit the Redemption Price of all shares of Preferred Stock designated for redemption in the Company Redemption Notice and not yet converted with a bank or trust company having aggregate capital and surplus in excess of $25,000,000 as a trust fund for the benefit of the holders of the shares designated for redemption. Any moneys deposited by the Corporation pursuant to this Subsection C.3 for the redemption of shares that are thereafter converted into shares of Common Stock pursuant to Section E hereof shall be returned to the Corporation forthwith upon such conversion. The balance of any moneys deposited by the Corporation pursuant to this Subsection C.3 remaining unclaimed at the expiration of ninety (90) days following the third and final Redemption Date shall thereafter be returned to the Corporation upon its request expressed in a resolution of its Board of Directors, after which the holders of such shares called for redemption shall be entitled only to receive payment of the Redemption Price from the Corporation.

     D. Voting.

          1. General Rights. Except as otherwise expressly provided herein or as required by law, the holder of each share of Preferred Stock shall be entitled to the number of votes equal to the number of shares of Common Stock into which such share of Preferred Stock could then be converted and shall have voting rights and powers equal to the voting rights and powers of the Common Stock (except as otherwise expressly provided herein or as required by law, voting together with the Common Stock as a single class) and shall be entitled to notice of any stockholders’ meeting in accordance with the Bylaws of the Corporation. Fractional votes shall not, however, be permitted and any fractional voting rights resulting from the above formula (after aggregating all shares of Common Stock into which shares of Preferred Stock held by each holder could be converted) shall be reduced to the nearest whole number.

          2. Protective Provisions.

               (a) In addition to any other rights provided by law or as set forth in this Restated Certificate of Incorporation, the Corporation shall not, without first obtaining the affirmative vote or written consent of the holders of at least a majority of the then outstanding shares of Preferred Stock, consenting or voting separately as a single class, take any of the following actions (whether by merger, consolidation, recapitalization or otherwise):

                    (i) effect a sale, lease, license or other disposition of all or substantially all of the Corporation’s assets, or effect a sale or other disposition which results in the holders of the Corporation’s capital stock prior to the transaction owning less than fifty percent (50%) of the voting power of the Corporation’s capital stock after the transaction;

7

                    (ii) authorize any merger, consolidation or share exchange between the Corporation and another entity;

                    (iii) redeem, purchase or otherwise acquire for value any shares of Common Stock or any Preferred Stock (other than employee, director or consultant shares repurchased at cost pursuant to a restricted stock purchase agreement or other similar arrangements as approved by the Board of Directors of the Corporation, or pursuant to Section C), or pay or declare any dividend or distribution on any shares other than Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock or Series C-1 Preferred Stock;

                    (iv) authorize any shares of capital stock superior to or on parity with the Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock or Series C-1 Preferred Stock or any securities exchangeable, convertible or exercisable for such stock;

                    (v) alter or change any of the powers, preferences, privileges or rights of the Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock or Series C-1 Preferred Stock, or increase or decrease the total number of authorized shares of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock or Series C-1 Preferred Stock;

                    (vi) reclassify any shares of Common Stock or any other class or series of capital stock into shares having preferences superior to or on parity with the Preferred Stock or effect any other recapitalization of the Corporation;

                    (vii) amend, repeal or add to any provision of this Restated Certificate of Incorporation or the Corporation’s Bylaws (the “Bylaws”) as in effect on the date this Restated Certificate of Incorporation is filed with the Secretary of State of the State of Delaware (the “Filing Date”);

                    (viii) authorize the voluntary or involuntary liquidation, dissolution or winding up of the Corporation or its business;

                    (ix) authorize any public offering other than a Qualified Public Offering (as defined below);

                    (x) authorize any borrowing by the Corporation in excess of $100,000 (other than borrowings specified in an annual budget previously approved by the Board of Directors of the Corporation) or create any material lien or security interest on its properties or assets (other than as approved by a majority of the Corporation’s Board of Directors, including a majority of the directors appointed by the holders of Preferred Stock pursuant to Subsection D.3 below);

                    (xi) except as approved by the Corporation’s Board of Directors, authorize any loan or advance except (x) for ordinary travel, entertainment and similar expenses, (y) pursuant to any employee stock option plan or stock purchase agreement approved by the Board of Directors of the Corporation, or (z) advances to any employees not in excess of $10,000 in the aggregate or guaranty any indebtedness except for trade accounts of the Corporation or any subsidiary acting in the ordinary course of its business;

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                    (xii) except as otherwise permitted under clause (xi) above or as duly authorized and approved in accordance with Section 144 of the General Corporation Law, authorize any transaction with any of the Corporation’s officers, directors, employees or affiliates except in the ordinary course of business and pursuant to the reasonable requirements of the Corporation’s business and upon fair and reasonable terms at least as fair as could have been obtained on an arm’s length basis, or as approved by the Board of Directors of the Corporation;

                    (xiii) cause the Corporation to become subject to any agreement that would restrict the Corporation’s performance of its obligations under the terms of this Restated Certificate of Incorporation or the Bylaws (as may be amended from time to time in accordance herewith), or the documents and agreements executed and delivered in connection with the issuance of shares of Preferred Stock;

                    (xiv) authorize the Corporation to own, purchase or acquire any stock, obligations or securities of, or any interest in, or make any contribution to, any other person or entity, or own, purchase or acquire any property not used in the ordinary course of business, except that the Corporation and its subsidiaries may invest in certain investment grade securities as specified in the documents and agreements executed and delivered in connection with the issuance of shares of Preferred Stock;

                    (xv) pursue any material business opportunities outside of the development, sales and marketing of ophthalmologic pharmaceuticals and therapies; or

                    (xvi) hire (as an employee, officer, consultant or otherwise) any family member, or spouse thereof, of any stockholder or officer of the Corporation, unless such hiring has received the prior approval of each of the directors appointed by the holders of the Preferred Stock pursuant to Subsection D.3 below.

               (b) In addition to any other rights provided by law or as set forth in this Restated Certificate of Incorporation, the Corporation shall not, without first obtaining the affirmative vote or written consent of the holders of at least three fourths (3/4) of the then outstanding shares of Series C-1 Preferred Stock, consenting or voting separately as a single class, take any of the following actions (whether by merger, consolidation, recapitalization or otherwise):

                    (i) amend or waive any of the powers, preferences, privileges or rights of either the Series A Preferred Stock, the Series B Preferred Stock, the Series C Preferred Stock or the Series C-1 Preferred Stock in a manner that does not so affect the other series of Preferred Stock; or

                    (ii) amend or waive the powers, preferences, privileges or rights of the Series C-1 Preferred Stock under Section F.3 below.

               (c) In addition to any other rights provided by law or as set forth in this Restated Certificate of Incorporation, the Corporation shall not, without first obtaining the affirmative vote or written consent of the holders of at least three fourths (3/4) of the then outstanding shares of Series C Preferred Stock, consenting or voting separately as a single class,

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take any of the following actions (whether by merger, consolidation, recapitalization or otherwise):

                    (i) amend or waive any of the powers, preferences, privileges or rights of either the Series A Preferred Stock, the Series B Preferred Stock, the Series C Preferred Stock or the Series C-1 Preferred Stock in a manner that does not so affect the other series of Preferred Stock; or

                    (ii) amend or waive the powers, preferences, privileges or rights of the Series C Preferred Stock under Section F.3 below.

               (d) In addition to any other rights provided by law or as set forth in this Restated Certificate of Incorporation, the Corporation shall not, without first obtaining the affirmative vote or written consent of the holders of at least three fourths (3/4) of the then outstanding shares of Series B Preferred Stock, consenting or voting separately as a single class, take any of the following actions (whether by merger, consolidation, recapitalization or otherwise):

                    (i) amend or waive any of the powers, preferences, privileges or rights of either the Series A Preferred Stock, the Series B Preferred, the Series C Preferred Stock or the Series C-1 Preferred Stock in a manner that does not so affect the other series of Preferred Stock; or

                    (ii) amend or waive the powers, preferences, privileges or rights of the Series B Preferred Stock under Section F.3 below.

               (e) In addition to any other rights provided by law or as set forth in this Restated Certificate of Incorporation, the Corporation shall not, without first obtaining the affirmative vote or written consent of the holders of at least two thirds (2/3) of the then outstanding shares of Series A Preferred Stock, consenting or voting separately as a single class, take any of the following actions (whether by merger, consolidation, recapitalization or otherwise):

                    (i) amend or waive any of the powers, preferences, privileges or rights of either the Series A Preferred Stock, the Series B Preferred Stock, the Series C Preferred Stock or the Series C-1 Preferred Stock in a manner that does not so affect the other series of Preferred Stock; or

                    (ii) amend or waive the powers, preferences, privileges or rights of the Series A Preferred Stock under Section F.3 below.

          3. Election of Directors. The number of directors of the Corporation shall be set in accordance with the Corporation’s Bylaws. For so long as any shares of Preferred Stock remain outstanding, at each meeting of the stockholders held for the election of directors, or upon the taking of a written consent of stockholders for such purpose, the holders of Preferred Stock shall be entitled, voting as a separate class, to elect five (5) members of the Board of Directors of the Corporation. All remaining directors of the Corporation shall be elected by the holders of Common Stock and Preferred Stock, voting together as a single class on an as-

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converted basis. In the case of any vacancy (other than a vacancy caused by removal by vote of the stockholders in accordance with applicable law or this Restated Certificate of Incorporation) in the office of a director occurring among the directors elected by the holders of Preferred Stock pursuant to this Subsection C.3, the remaining directors so elected by the Preferred Stock may, by affirmative vote of a majority thereof (or the remaining director so elected if there be but one, or if there are no such directors remaining, by the affirmative vote of the holders of a majority of the shares of Preferred Stock, voting together as a single class on an as-converted basis), elect a successor or successors to hold office for the unexpired term of the director or directors whose place or places shall be vacant. Any director who shall have been elected by the holders of Preferred Stock or by any directors so elected as provided in the immediately preceding sentence hereof may be removed during the aforesaid term of office, either with or without cause, by, and only by, the affirmative vote of the holders of a majority of the shares of Preferred Stock, in accordance with the Bylaws of the Corporation, given either at a special meeting of such stockholders duly called for that purpose or pursuant to a written consent of stockholders, and any vacancy thereby created may be filled by the holders of a majority of the shares of the Preferred Stock represented at a meeting or pursuant to written consent.

     E. Conversion Rights. Each share of Preferred Stock shall be convertible at the option of the holder thereof, at any time after the issuance of such share, into fully paid and nonassessable shares of Common Stock of the Corporation. The number of shares of Common Stock into which each share of the Series A Preferred Stock may be converted shall be determined by multiplying each share of Series A Preferred Stock by a fraction (the “Series A Conversion Ratio”) (1) the numerator of which is the sum of (a) $1.18565 plus (b) an amount (which shall not be less than zero) equal to the Convertible Dividend (as defined below) for such share of Series A Preferred Stock minus the amount of the Convertible Dividend that previously has been paid with respect to such share of Series A Preferred Stock, and (2) the denominator of which is the Series A Conversion Price (determined as hereinafter provided) in effect at the time of the conversion. The “Convertible Dividend” means, with respect to each share of Series A Preferred Stock, the amount of the accrued and unpaid dividends on such share of Series A Preferred Stock from the original issuance date of such share through November 21, 2005. The number of shares of Common Stock into which each share of the Series B Preferred Stock may be converted shall be determined by multiplying each share of Series B Preferred Stock by a fraction (the “Series B Conversion Ratio”) (1) the numerator of which is $1.31084 and (2) the denominator of which is the Series B Conversion Price (determined as hereinafter provided) in effect at the time of the conversion. The number of shares of Common Stock into which each share of the Series C Preferred Stock may be converted shall be determined by multiplying each share of Series C Preferred Stock by a fraction (the “Series C Conversion Ratio”) (1) the numerator of which is $1.51943 and (2) the denominator of which is the Series C Conversion Price (determined as hereinafter provided) in effect at the time of the conversion. The number of shares of Common Stock into which each share of the Series C-1 Preferred Stock may be converted shall be determined by multiplying each share of Series C-1 Preferred Stock by a fraction (the “Series C-1 Conversion Ratio”) (1) the numerator of which is $1.51943 and (2) the denominator of which is the Series C-1 Conversion Price (determined as hereinafter provided) in effect at the time of the conversion. For avoidance of doubt, any accrued and unpaid dividend (other than the Convertible Dividend) with respect to any share of Preferred Stock shall be disregarded upon conversion of such share Preferred Stock and upon such conversion the right of

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the holder of such share of Preferred Stock to receive such accrued and unpaid dividend shall terminate.

     For purposes of determining the Series A Conversion Ratio, dividends paid on any share of Series A Preferred Stock shall be applied first to the payment of all unpaid dividends on such share of Series A Preferred Stock that have accrued after November 21, 2005 and then to the payment of the Convertible Dividend with respect to such share of Series A Preferred Stock.

          1. Conversion Price. Before any adjustment pursuant to Section F hereof, the Series A Conversion Price shall be equal to $1.18565 (the “Series A Original Price”), the Series B Conversion Price shall be equal to $1.31084 (the “Series B Original Price”), the Series C Conversion Price shall be equal to $1.51943 (the “Series C Original Price”) and the Series C-1 Conversion Price shall be equal to $1.51943 (the “Series C-1 Original Price”).

          2. Mechanics of Conversion. The holder of any shares of Preferred Stock may exercise the conversion rights as to such shares or any part thereof by delivering to the Corporation during regular business hours, at the office of any transfer agent of the Corporation for the Preferred Stock, or at the principal office of the Corporation or at such other place as may be designated by the Corporation, the certificate or certificates for the shares to be converted, duly endorsed for transfer to the Corporation or accompanied by a written instrument or instruments of transfer (if required by it), accompanied by written notice stating that the holder elects to convert all or a number of such shares represented by the certificate or certificates. Such notice shall also state such holder’s name or the names of the nominees in which such holder wishes the certificate or certificates for shares of Common Stock to be issued. Conversion shall be deemed to have been effected on the date when such delivery is made, and such date is referred to herein as the “Conversion Date.” As promptly as practicable thereafter the Corporation shall issue and deliver to such holder, at such office or other place designated by the Corporation, a certificate or certificates for the number of full shares of Common Stock to which such holder is entitled and a check for cash with respect to any fractional interest in a share of Common Stock as provided in Subsection E.3 below. All shares of Preferred Stock which shall have been surrendered for conversion as herein provided shall no longer be deemed to be outstanding and all rights with respect to such shares, including the rights, if any, to receive notices and to vote, shall immediately cease and terminate upon the Conversion Date, except only the right of the holder thereof to receive shares of Common Stock in exchange therefor. The holder shall be deemed to have become a stockholder of record with respect to the shares of Common Stock on the applicable Conversion Date. Upon conversion of only a portion of the number of shares of Preferred Stock represented by a certificate surrendered for conversion, the Corporation shall issue and deliver to the holder of the certificate so surrendered for conversion, at the expense of the Corporation, a new certificate covering the number of shares of Preferred Stock representing the unconverted portion of the certificate so surrendered.

          3. Fractional Shares. No fractional shares of Common Stock or scrip shall be issued upon conversion of shares of Preferred Stock. If more than one share of Preferred Stock shall be surrendered for conversion at any one time by the same holder, the number of full shares of Common Stock issuable upon conversion thereof shall be computed on the basis of the aggregate number of shares of Preferred Stock so surrendered. Instead of any fractional shares of Common Stock that would otherwise be issuable upon conversion of any shares of Preferred

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Stock, the Corporation shall pay a cash adjustment in respect of such fractional interest equal to the fair market value of such fractional interest as determined in good faith by the Corporation’s Board of Directors.

          4. Payment of Taxes. The Corporation shall pay any and all issue and transfer taxes that may be payable in respect of any issue or delivery of shares of Common Stock on conversion of the Preferred Stock pursuant hereto. The Corporation shall not, however, be required to pay any tax that may be payable in respect of any transfer involved in the issue and delivery of shares of Common Stock in a name other than that in which the Preferred Stock so converted was registered, and no such issue or delivery shall be made unless and until the person requesting such issue has paid to the Corporation the amount of any such tax or has established, to the satisfaction of the Corporation, that such tax has been paid.

          5. Reservation of Stock Issuable Upon Conversion. The Corporation shall at all times reserve and keep available, out of its authorized but unissued Common Stock, solely for the purpose of effecting the conversion of the Preferred Stock, the full number of shares of Common Stock deliverable upon the conversion of all the Preferred Stock from time to time outstanding. The Corporation shall from time to time use its best effort to obtain necessary director and stockholder approvals, in accordance with the laws of the State of Delaware, to increase the authorized amount of its Common Stock if at any time the authorized amount of its Common Stock remaining unissued shall not be sufficient to permit the conversion of all of the shares of Preferred Stock at the time outstanding, and shall take all such actions as are necessary to increase such authorized amount of Common Stock upon obtaining such approvals. Before taking any action that would cause an adjustment reducing the Series A Conversion Price, the Series B Conversion Price, the Series C Conversion Price or the Series C-1 Conversion Price below the then-par value of the shares of Common Stock issuable upon the conversion of the Series A Preferred Stock, the Series B Preferred Stock, the Series C Preferred Stock or the Series C-1 Preferred Stock, as applicable, the Corporation will take any corporate action that may, in the opinion of its counsel, be necessary in order that the Corporation may validly and legally issue fully paid and nonassessable shares of Common Stock at such adjusted Series A Conversion Price, the Series B Conversion Price, Series C Conversion Price or Series C-1 Conversion Price, as applicable.

          6. Adjustment for Reclassification, Exchange and Substitution. If the Common Stock issuable upon the conversion of the Preferred Stock shall be changed into the same or a different number of shares of any class or classes of stock, whether by capital reorganization, reclassification, or otherwise (other than a subdivision or combination of shares or stock dividend provided for in Subsection F.1), then and in each such event the holder of each share of Preferred Stock shall have the right thereafter to convert such share into the kind and amount of shares of stock and other securities and property receivable upon such reorganization, reclassification, or other change, by holders of the number of shares of Common Stock into which such shares of Preferred Stock might have been converted immediately prior to such reorganization, reclassification, or change.

          7. Reorganizations, Mergers or Consolidations. In case of any consolidation or merger of the Corporation with or into another corporation (other than a consolidation, merger or sale treated as a Liquidating Event pursuant to Subsection B.3 above), each share of Preferred

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Stock shall thereafter be convertible into the kind and amount of shares of stock or other securities or property to which a holder of the number of shares of Common Stock of the Corporation deliverable upon conversion of the Series A Preferred Stock, the Series B Preferred Stock, the Series C Preferred Stock or the Series C-1 Preferred Stock, as applicable, would have been entitled upon such consolidation, merger or sale; and in such case, appropriate adjustment (as determined in good faith by the Board of Directors of the Corporation) shall be made in the application of the provisions of Sections E and F with respect to the rights and interest thereafter of the holders of Preferred Stock, to the end that the provisions set forth in Sections E and F shall thereafter be applicable, as nearly as reasonably may be, in relation to any shares of stock or other property thereafter deliverable upon the conversion of the Preferred Stock.

          8. Listing of Shares Issuable Upon Conversion. If any shares of Common Stock to be reserved for the purpose of conversion of shares of Preferred Stock require registration or listing with, or approval of, any governmental authority, stock exchange or other regulatory body under any federal or state law or regulation or otherwise, before such shares may be validly issued or delivered upon conversion, the Corporation will in good faith and as expeditiously as possible endeavor to secure such registration, listing or approval, as the case may be.

          9. Valid Issuance. All shares of Common Stock that may be issued upon conversion of the shares of Preferred Stock will, upon issuance by the Corporation, be validly issued, fully paid and nonassessable and free from all taxes, liens and charges with respect to the issuance thereof.

          10. No Dilution or Impairment. The Corporation will not, without first obtaining any vote(s) required by Section D.2 of this Article V, by amendment of this Restated Certificate of Incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Corporation, but will at all times in good faith assist in the carrying out of all of the provisions of Sections E and F and in the taking of all such action as may be necessary or appropriate in order to protect the conversion rights of the holders of Preferred Stock against impairment.

     F. Adjustment of Conversion Price. The Conversion Price from time to time in effect shall be subject to adjustment from time to time as follows.

          1. Stock Splits, Dividends and Combinations. In case the Corporation shall at any time subdivide the outstanding shares of Common Stock or shall issue a dividend in Common Stock on its outstanding Common Stock without a corresponding subdivision of or dividend on the Preferred Stock, the Conversion Price for the Series A Preferred Stock, the Series B Preferred Stock, the Series C Preferred Stock and the Series C-1 Preferred Stock in effect immediately prior to such subdivision or the issuance of such dividend shall be proportionately decreased, and in case the Corporation shall at any time combine the outstanding shares of Common Stock into a lesser number of shares of Common Stock without a corresponding combination of the Preferred Stock, the Conversion Price for the Series A Preferred Stock, the Series B Preferred Stock, the Series C Preferred Stock or the Series C-1

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Preferred Stock in effect immediately prior to such combination shall be proportionately increased, concurrently with the effectiveness of such subdivision, dividend or combination, as the case may be.

          2. Noncash Dividends, Stock Purchase Rights, Capital Reorganizations and Dissolutions. In case:

               (a) the Corporation shall take a record of the holders of its Common Stock for the purpose of entitling them to receive a dividend or any other distribution, payable otherwise than in cash; or

               (b) the Corporation shall take a record of the holders of its Common Stock for the purpose of entitling them to subscribe for or purchase any shares of stock of any class or to receive any other rights; or

               (c) of any capital reorganization of the Corporation, reclassification of the capital stock of the Corporation (other than a subdivision or combination of its outstanding shares of Common Stock), consolidation or merger of the Corporation with or into another Corporation that is not a Liquidating Event or conveyance of all or substantially all of the assets of the Corporation to another corporation that is not a Liquidating Event;

then, and in any such case, the Corporation shall cause to be mailed to the transfer agent for the Preferred Stock and to the holders of record of the outstanding Preferred Stock, at least ten (10) days prior to the date hereinafter specified, a notice stating the date on which (i) a record is to be taken for the purpose of such dividend, distribution or rights, or (ii) such reclassification, reorganization, consolidation, merger, conveyance, dissolution, liquidation or winding up is to take place and the date, if any is to be fixed, as of which holders of Common Stock of record shall be entitled to exchange their shares of Common Stock for securities or other property deliverable upon such reclassification, reorganization, consolidation, merger, conveyance, dissolution, liquidation or winding up.

          3. Issuances at Less Than the Conversion Price. Upon the issuance or sale by the Corporation of:

               (a) Common Stock for a consideration per share less than any Series A Conversion Price, any Series B Conversion Price, any Series C Conversion Price or any Series C-1 Conversion Price in effect immediately prior to the time of such issue or sale; or

               (b) any Stock Purchase Rights (as hereinafter defined) where the consideration per share for which shares of Common Stock may at any time thereafter be issuable upon exercise thereof (or, in the case of Stock Purchase Rights exercisable for the purchase of Convertible Securities (as hereinafter defined), upon the subsequent conversion or exchange of such Convertible Securities) shall be less than any Series A Conversion Price, Series B Conversion Price, Series C Conversion Price or Series C-1 Conversion Price in effect immediately prior to the time of the issue or sale of such Stock Purchase Rights; or

               (c) any Convertible Securities where the consideration per share for which shares of Common Stock may at any time thereafter be issuable pursuant to the terms of

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such Convertible Securities shall be less than any Series A Conversion Price, Series B Conversion Price, Series C Conversion Price or Series C-1 Conversion Price in effect immediately prior to the time of the issue or sale of such Convertible Securities;

other than an issuance of Common Stock pursuant to Subsections F.1 or F.6 hereof (any such issuance shall be referred to hereinafter as a “Dilutive Issuance”), then, if such Dilutive Issuance occurs prior to February 26, 2010 with respect to the Series C Preferred Stock or Series C-1 Preferred Stock, forthwith upon such issue or sale, the Series C Conversion Price or Series C-1 Conversion Price, as applicable, shall be reduced concurrently with such issue to a price equal to the lowest per share consideration actually received by the Corporation for such Common Stock or Common Stock underlying such Stock Purchase Rights or Convertible Securities in such Dilutive Issuance. If a Dilutive Issuance occurs on or after July 7, 2007 with respect to the Series A Preferred Stock, November 22, 2007 with respect to the Series B Preferred Stock or February 26, 2010 with respect to the Series C Preferred Stock or Series C-1 Preferred Stock, then forthwith upon such issue or sale, the Series A Conversion Price, the Series B Conversion Price, the Series C Conversion Price or the Series C-1 Conversion Price, as applicable, shall be reduced concurrently with such issue in order to increase the number of shares of Common Stock into which the Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock or Series C-1 Preferred Stock, as applicable, is convertible to a price (calculated to the nearest cent) determined by the following formula:

where:

CP1	=	the Conversion Price as so adjusted;
CP	=	the former Conversion Price immediately prior to the Dilutive Issuance;
N	=	the number of shares of Common Stock outstanding immediately prior to such issuance (or deemed issuance) assuming exercise or conversion of all outstanding Convertible Securities and Stock Purchase Rights;
C	=	the number of shares of Common Stock that the aggregate consideration received or deemed to be received by the Corporation for the total number of additional securities so issued or deemed to be issued would purchase if the purchase price per share were equal to CP; and
AS	=	the number of shares of Common Stock so issued or deemed to be issued.

Notwithstanding the foregoing, no Conversion Price shall at such time be reduced if such reduction would be an amount less than $.01, but any such amount shall be carried forward and deduction with respect thereto made at the time of and together with any subsequent reduction that, together with such amount and any other amount or amounts so carried forward, shall aggregate $.01 or more.

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          4. Defined Terms. For purposes of this Section F, the following provisions will be applicable.

               (a) “Convertible Securities” shall mean evidences of indebtedness, shares of stock (including, without limitation, the Preferred Stock) or other securities that are convertible into or exchangeable for, with or without payment of additional consideration, shares of Common Stock.

               (b) “Stock Purchase Rights” shall mean any warrants, options or other rights to subscribe for, purchase or otherwise acquire any shares of Common Stock or any Convertible Securities.

               (c) Convertible Securities and Stock Purchase Rights shall be deemed outstanding and issued or sold at the time of such issue or sale.

          5. Determination of Consideration. The “consideration actually received” by the Corporation for the issuance, sale, grant or assumption of shares of Common Stock, Stock Purchase Rights or Convertible Securities, irrespective of the accounting treatment of such consideration, shall be valued as follows:

               (a) in the case of cash, the net amount received by the Corporation after deduction of any accrued interest or dividends and before deducting any expenses paid or incurred and any underwriting commissions or concessions paid or allowed by the Corporation in connection with such issue or sale;

               (b) in the case of consideration other than cash, the fair market value of such consideration, which shall not include the value of any Convertible Securities being converted or exchanged, as determined by the Board of Directors of the Corporation in good faith, after deducting any accrued interest or dividends; and

               (c) with respect to the issuance of Stock Purchase Rights and Convertible Securities, the total consideration, if any, received by the Corporation as consideration for the issuance of the Stock Purchase Rights or the Convertible Securities, as the case may be, plus the minimum aggregate amount of additional consideration, if any, payable to the Corporation upon the exercise of such Stock Purchase Rights or upon the conversion or exchange of such Convertible Securities, as the case may be, in each case after deducting any accrued interest or dividends.

In the event of any change in (i) the consideration, if any, payable upon exercise of any Stock Purchase Rights or upon the conversion or exchange of any Convertible Securities, or (ii) the rate at which any Convertible Securities are convertible into or exchangeable for shares of Common Stock, the Conversion Price as computed upon the original issue thereof shall forthwith be readjusted to the Conversion Price that would have been in effect at such time had such Stock Purchase Rights or Convertible Securities provided for such changed purchase price, consideration or conversion rate, as the case may be, at the time initially granted, issued or sold. On the expiration of any Stock Purchase Rights not exercised or of any right to convert or exchange under any Convertible Securities not exercised, the Conversion Price then in effect shall forthwith be increased to the Conversion Price that would have been in effect at the time of

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such expiration had such Stock Purchase Rights or Convertible Securities never been issued. No readjustment of the Conversion Price pursuant to this paragraph shall (A) increase the Conversion Price by an amount in excess of the adjustment originally made to the Conversion Price in respect of the issue, sale or grant of the applicable Stock Purchase Rights or Convertible Securities, or (B) require any adjustment to the amount paid or number of shares of Common Stock received by any holder of Preferred Stock upon any conversion of any share of Preferred Stock prior to the date upon which such readjustment to the Conversion Price shall occur.

          6. Exclusions for Adjustment for Issuances at Less Than the Conversion Price. Anything herein to the contrary notwithstanding, the Corporation shall not be required to make any adjustment of any Conversion Price in the case of: (a) the issuance of shares of Common Stock upon exercise of stock options issued or issuable pursuant to that certain Alimera Sciences, Inc. 2004 Incentive Stock Plan adopted on July 7, 2004, or that certain Alimera Sciences, Inc. 2005 Incentive Stock Plan adopted on November 21, 2005, and as in effect from time to time, (b) the issuance of securities in a Qualified Public Offering; (c) the issuance of shares of Common Stock issued upon conversion of Preferred Stock or upon exercise of Convertible Securities or Stock Purchase Rights outstanding on the Filing Date; (d) the issuance of shares of Common Stock or Preferred Stock issued by way of dividend or other comparable distribution on the Preferred Stock; (e) the issuance of shares of Common Stock, or securities exercisable for or convertible into Common Stock, in the aggregate not to exceed 1,000,000 shares, as adjusted for any stock dividend, split, combination or other similar recapitalization affecting such shares, of Common Stock, issued to banks or equipment lessors pursuant to equipment or other financing arrangements (and not principally for the purposes of raising capital) approved by a majority of the directors selected by the holders of Preferred Stock pursuant to Subsection D.3 hereof (and if no such directors are in office, each such issuance that is approved by holders of at least a majority of the outstanding Preferred Stock voting together as a single class on an as-converted basis); (f) the issuance of shares of Common Stock, or securities exercisable for or convertible into Common Stock, in the aggregate not to exceed 1,000,000 shares, as adjusted for any stock dividend, split, combination or other similar recapitalization affecting such shares, of Common Stock, issued pursuant to a strategic or collaborative relationship with, or the acquisition of, another company by the Corporation pursuant to a plan, agreement or other arrangement (and not principally for the purposes of raising capital) approved by each of the directors selected by the holders of the Preferred Stock pursuant to Subsection D.3 hereof (and if no such directors are in office, each such issuance that is approved by holders of a majority of the outstanding Preferred Stock, voting together as a single class on an as-converted basis) or (g) the issuance of shares of Series C-1 Preferred Stock and warrants exercisable therefor pursuant to that certain Series C-1 Preferred Stock and Warrant Purchase Agreement by and among the Corporation and the other parties thereto, dated as of August 25, 2009 (as may be amended from time to time, the “Series C-1 Purchase Agreement”), including, for the avoidance of doubt, the issuance of shares of Series C-1 Preferred Stock issued upon exercise of such warrants and the issuance of shares of Common Stock issued upon the conversion of any shares of Series C-1 Preferred Stock contemplated by this Subsection F.6(g)). The issuances or sales described in this Subsection F.6 shall be ignored for purposes of calculating any adjustment to any Conversion Price

          7. Certificate of Adjustment. Upon the occurrence of each adjustment or readjustment of the Series A Conversion Price, the Series B Conversion Price, Series C

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Conversion Price or Series C-1 Conversion Price pursuant to this Section F, the Corporation at its expense shall promptly compute such adjustment or readjustment in accordance with the terms thereof, and prepare and furnish to each holder of Preferred Stock affected thereby a certificate setting forth such adjustment or readjustment and showing in detail the facts upon which such adjustment or readjustment is based. The Corporation shall, upon the written notice at any time of any affected holder of Preferred Stock furnish or cause to be furnished to such holder a like certificate setting forth (a) such adjustment or readjustment, (b) the Conversion Price at the time in effect, and (c) the number of shares of Common Stock and the amount, if any, of other property that at the time would be received upon the conversion of such holder’s shares.

     G. Mandatory Conversion. Each share of Preferred Stock shall automatically be converted into shares of Common Stock at the then-applicable conversion rate upon the occurrence of a closing of an underwritten public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended, covering the offer and sale of Common Stock of the Corporation to the public where the Corporation receives proceeds of more than $50,000,000 (net of underwriters discounts and commissions), and the price per share to the public is not less than five (5) times the Series A Original Price, subject to adjustment in the event of any stock dividends, stock splits or the like (a “Qualified Public Offering”). In addition, each share of Preferred Stock shall automatically be converted into shares of Common Stock at the then applicable conversion rate upon the affirmative vote of the holders of at least a majority of the then outstanding shares of Preferred Stock, voting separately as a single class. All holders of record of shares of Preferred Stock will be given at least thirty (30) days prior written notice of the date fixed for mandatory conversion of the Preferred Stock and the event causing the mandatory conversion of the Preferred Stock into Common Stock. Such notice shall be sent by first class mail, postage prepaid, to each holder of record of Preferred Stock at such holder’s address as shown in the records of the Corporation. On or before the date so fixed for conversion, each holder of shares of the Preferred Stock shall surrender the certificate or certificates for all such shares to the Corporation at the place designated in such notice and shall thereafter receive certificates for the number of shares of Common Stock to which such holder is entitled. All certificates evidencing shares of Preferred Stock which are required to be surrendered for conversion on such date shall, from and after such date, be deemed to have been retired and cancelled and the shares of Preferred Stock represented thereby converted into Common Stock for all purposes, notwithstanding the failure of the holder or holders thereof to surrender such certificates on or prior to such date. The mechanics for conversion and other provisions relating to conversion of Preferred Stock into Common Stock set forth elsewhere in this Restated Certificate of Incorporation shall apply to the mandatory conversion of the Preferred Stock.

     H. Special Mandatory Conversion.

          1. In the event that on or after the Filing Date a holder of shares of Preferred Stock is deemed to be a Defaulting Investor (as such term is defined in the Series C-1 Purchase Agreement); then each share of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock and Series C-1 Preferred Stock then held by such Defaulting Investor (and any transferee thereof) shall be converted automatically and without further action on the part of such holder (or transferee thereof), effective as of the close of the Corporation’s regular business on

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the Warrant Exercise Date (as defined in the Series C-1 Purchase Agreement) into shares of Common Stock at the then-applicable conversion rate for each such series of Preferred Stock. From and after the Warrant Exercise Date, and until replacement certificates have been issued and delivered in accordance with Section H.2 below, the certificate or certificates representing shares of Preferred Stock converted pursuant to this Section H shall represent the shares of Common Stock into which such shares of Preferred Stock were converted.

          2. The holder of any shares of Preferred Stock converted pursuant to this Section H shall promptly deliver to the Corporation during regular business hours at the office of any transfer agent of the Corporation for the Preferred Stock, or at such other place as may be designated by the Corporation, the certificate or certificates for the shares so converted, duly endorsed or assigned in blank or to the Corporation. As promptly as practicable thereafter, the Corporation shall issue and deliver to such holder, at the place designated by such holder, a certificate or certificates for the number of full shares of the Common Stock to be issued and such holder shall be deemed to have become a stockholder of record with respect to such shares of Common Stock as of the Warrant Exercise Date, unless the transfer books of the Corporation are closed on that date, in which event such holder shall be deemed to have become a stockholder of record with respect to such shares of Common Stock on the next succeeding date on which the transfer books are open. All shares of Preferred Stock converted pursuant to this Section H shall no longer be deemed to be outstanding and all rights with respect to such shares, including the rights, if any, to receive notices and to vote, shall immediately cease and terminate upon the Warrant Exercise Date, except only the right of the holder thereof to receive shares of Common Stock in exchange therefore.

ARTICLE VI

     The voting, dividend and liquidation rights of the holders of the Common Stock are subject to and qualified by the rights, powers and preferences of the holders of Preferred Stock set forth herein. The holders of the Common Stock are entitled to one vote for each share of Common Stock held by them at all meetings of stockholders (and for all written actions of stockholders in lieu of meetings).

ARTICLE VII

     The number of directors of the Corporation, which constitute the whole Board of Directors of the Corporation, may be fixed by the Bylaws of the Corporation. Elections of directors may be, but shall not be required to be, by written ballot.

ARTICLE VIII

     In furtherance and not in limitation of the powers conferred by the laws of the State of Delaware, the Board of Directors of the Corporation is expressly authorized to make, alter and repeal the Bylaws of the Corporation, subject to the power of the stockholders of the Corporation to alter or repeal any bylaw whether adopted by them or otherwise.

ARTICLE IX

     The Corporation is to have perpetual existence.

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ARTICLE X

     Notwithstanding the provisions of Section 242 of the General Corporation Law, the number of authorized shares of Common Stock may be increased or decreased (but not below the number of shares of Common Stock then outstanding) by an affirmative vote of the holders of a majority of the outstanding capital stock of the Corporation.

ARTICLE XI

     To the fullest extent permitted by the General Corporation Law as the same exists or as may hereafter be amended, no present or former director of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director. Neither any amendment nor repeal of this Article, nor the adoption of any provision of this Restated Certificate of Incorporation inconsistent with this Article, shall eliminate or reduce the effect of this Article in respect of any matter occurring, or any cause of action, suit or claim that, but for this Article, would accrue or arise, prior to such amendment, repeal or adoption of an inconsistent provision.

ARTICLE XII

     The Corporation shall have the power to indemnify any person who was or is a party or is threatened to be made a party to, or testifies in, any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative in nature, by reason of the fact such person is or was a director, officer or employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, employee benefit plan, trust or other enterprise, against expenses (including attorney’s fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding to the full extent permitted by law, and the Corporation may adopt bylaws or enter into agreements with any such person for the purpose of providing for such indemnification.

ARTICLE XIII

     The Corporation reserves the right at any time, and from time to time, to amend, alter, change or repeal any provision contained in this Restated Certificate of Incorporation, and other provisions authorized by the laws of the State of Delaware at the time in force may be added or inserted, in the manner now or hereafter prescribed by law; and all rights, preferences and privileges of whatsoever nature conferred upon stockholders, directors or any other persons whomsoever by and pursuant to this Restated Certificate of Incorporation in its present form or as hereafter amended are granted subject to the rights reserved in this Article.

ARTICLE XIV

     All provisions relating to any exchange, reclassification or cancellation of issued shares are set forth in this Restated Certificate of Incorporation.

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ARTICLE XV

     Any shares of Preferred Stock redeemed, purchased, converted or otherwise acquired by the Corporation shall be deemed retired and shall be cancelled and may not under any circumstances thereafter be reissued or otherwise disposed of by the Corporation.

* * *

     THIRD: The foregoing amendment and restatement was approved by the holders of the requisite number of shares of the Corporation in accordance with Section 228 of the General Corporation Law.

     FOURTH: That said Restated Certificate of Incorporation, which restates and integrates and further amends the provisions of the Corporation’s Prior Restated Certificate, has been duly adopted in accordance with Sections 242 and 245 of the General Corporation Law.

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     IN WITNESS WHEREOF, this Restated Certificate of Incorporation has been executed by a duly authorized officer of the Corporation on this 25^th day of August, 2009.

/s/ C. Daniel Myers C. Daniel Myers, President

EX-3.2

Exhibit 3.2

RESTATED CERTIFICATE OF INCORPORATION

OF

ALIMERA SCIENCES, INC.

a Delaware corporation

(Pursuant to Sections 242 and 245 of
the Delaware General Corporation Law)

          Alimera Sciences, Inc., a corporation organized and existing under and by virtue of the provisions of the Delaware General Corporation Law,

          DOES HEREBY CERTIFY:

          FIRST: That the name of this corporation is Alimera Sciences, Inc. and that this corporation was originally incorporated pursuant to the Delaware General Corporation Law on June 4, 2003, under the name Alimera Sciences, Inc.

          SECOND: That the Prior Restated Certificate of Incorporation of this corporation, as amended, shall be amended and restated to read in full as follows:

ARTICLE I

          The name of the corporation is Alimera Sciences, Inc. (the “Corporation”).

ARTICLE II

          The address of the registered office of this corporation in the State of Delaware is 1209 Orange Street, Corporation Trust Center, City of Wilmington, County of New Castle, Delaware 19801. The name of the registered agent of the Corporation in the State of Delaware at such address is The Corporation Trust Company.

ARTICLE III

          The nature of the business or purposes to be conducted or promoted is to engage in any lawful act or activity for which corporations may be organized under the Delaware General Corporation Law.

ARTICLE IV

          The Corporation is authorized to issue two classes of stock to be designated common stock (“Common Stock”) and preferred stock (“Preferred Stock”). The number of shares of Common Stock authorized to be issued is one hundred fifty million (150,000,000) par value $0.01 per share, and the number of shares of Preferred Stock authorized to be issued is ten million (10,000,000), par value $0.01 per share.

          The Board of Directors is authorized, without further stockholder approval and subject to any limitations prescribed by law, to provide for the issuance of shares of Preferred Stock in series, and by filing a certificate pursuant to the applicable law of the State of Delaware (such

certificate being hereinafter referred to as a “Preferred Stock Designation”), to establish from time to time the number of shares to be included in each such series, and to fix the designation, powers, preferences and rights of the shares of each such series and any qualifications, limitations or restrictions thereof. The number of authorized shares of Preferred Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the Common Stock, without a vote of the holders of the Preferred Stock, or of any series thereof, unless a vote of any such holders is required pursuant to the terms of any Preferred Stock Designation. In case the number of shares of any series shall be so decreased, the shares constituting such decrease shall resume the status that they had prior to the adoption of the resolution originally fixing the number of shares of such series.

          Each outstanding share of Common Stock shall entitle the holder thereof to one vote on each matter properly submitted to the stockholders of the Corporation for their vote; provided, however, that, except as otherwise required by law, holders of Common Stock shall not be entitled to vote on any amendment to this Restated Certificate of Incorporation (including any Preferred Stock Designations) that relates solely to the terms of one or more outstanding series of Preferred Stock if the holders of such affected series are entitled, either separately or together as a class with the holders of one or more other such series, to vote thereon pursuant to this Restated Certificate of Incorporation (including any Preferred Stock Designations).

ARTICLE V

          The following provisions are inserted for the management of the business and the conduct of the affairs of the Corporation and for further definition, limitation and regulation of the powers of the Corporation and of its directors and stockholders:

          A. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors. In addition to the powers and authority expressly conferred upon them by statute or by this Restated Certificate of Incorporation or the Bylaws of the Corporation, the directors are hereby empowered to exercise all such powers and do all such acts and things as may be exercised or done by the Corporation.

          B. The directors of the Corporation need not be elected by written ballot unless the Bylaws so provide.

          C. Any action required or permitted to be taken by the stockholders of the Corporation must be effected at a duly called annual or special meeting of stockholders of the Corporation and may not be effected by any consent in writing by such stockholders.

          D. Special meetings of stockholders of the Corporation may be called only by the Chairman of the Board or the Chief Executive Officer or by the Board of Directors acting pursuant to a resolution adopted by a majority of the Whole Board. For purposes of this Restated Certificate of Incorporation, the term “Whole Board” shall mean the total number of authorized directors whether or not there exist any vacancies in previously authorized directorships.

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ARTICLE VI

          A. Subject to the rights of the holders of any series of Preferred Stock to elect additional directors under specified circumstances, the number of directors of the Corporation shall be fixed from time to time exclusively by the Board of Directors pursuant to a resolution adopted by a majority of the Whole Board and may not be fixed by any other person(s).

          B. The Board of Directors, other than those who may be elected by the holders of any series of Preferred Stock under specified circumstances, shall be divided into three classes: Class I, Class II and Class III. Each director shall serve for a term ending on the third annual meeting of stockholders following the annual meeting of stockholders at which such director was elected; provided, however, that the directors first elected, assigned or appointed to Class I shall serve for a term ending on the Corporation’s first annual meeting of stockholders following the effectiveness of this Restated Certificate of Incorporation, the directors first elected, assigned or appointed to Class II shall serve for a term ending on the Corporation’s second annual meeting of stockholders following the effectiveness of this Restated Certificate of Incorporation and the directors first elected, assigned or appointed to Class III shall serve for a term ending on the Corporation’s third annual meeting of stockholders following the effectiveness of this Restated Certificate of Incorporation. The Board of Directors is authorized to assign members of the Board already in office to such classes as it may determine at the time the classification of the Board of Directors becomes effective. The foregoing notwithstanding, each director shall serve until such director’s successor shall have been duly elected and qualified, or until such director’s prior death, resignation, retirement, disqualification or other removal.

          C. Subject to the rights of the holders of any series of Preferred Stock then outstanding, newly created directorships resulting from any increase in the authorized number of directors or any vacancies in the Board of Directors resulting from death, resignation, retirement, disqualification, removal from office or other cause shall, unless otherwise provided by law or by resolution of the Board of Directors, be filled only by a majority vote of the directors then in office, though less than a quorum (and not by stockholders), and directors so chosen shall hold office for a term expiring at the annual meeting of stockholders at which the term of office of the class to which they have been chosen expires or until such director’s successor shall have been duly elected and qualified. No decrease in the authorized number of directors shall shorten the term of any incumbent director.

          D. Advance notice of stockholder nominations for the election of directors and of business to be brought by stockholders before any meeting of the stockholders of the Corporation shall be given in the manner provided in the Bylaws of the Corporation.

          E. Subject to the rights of the holders of any series of Preferred Stock then outstanding, any director, or the entire Board of Directors, may be removed from office at any time, but only for cause and only by the affirmative vote of the holders of a majority of the voting power of all of the then-outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class.

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ARTICLE VII

          A director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware General Corporation Law, or (iv) for any transaction from which the director derived any improper personal benefit. If the Delaware General Corporation Law is amended after approval by the stockholders of this Article VII to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the Delaware General Corporation Law as so amended.

          Any repeal or modification of the foregoing provisions of this Article VII by the stockholders of the Corporation shall not adversely affect any right or protection of a director of the Corporation existing at the time of, or increase the liability of any director of the Corporation with respect to any acts or omissions of such director occurring prior to, such repeal or modification.

ARTICLE VIII

          The Board of Directors is expressly authorized to adopt, amend or repeal any or all of the Bylaws of the Corporation. Any adoption, amendment or repeal of the Bylaws of the Corporation by the Board of Directors shall require the approval of a majority of the Whole Board. The stockholders shall also have the power to adopt, amend or repeal the Bylaws of the Corporation as prescribed by law; provided, however, that, in addition to any vote of the holders of any class or series of stock of the Corporation required by law or by this Restated Certificate of Incorporation (including any Preferred Stock Designation), the affirmative vote of the holders of at least two-thirds of the voting power of all of the then-outstanding shares of the capital stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class, shall be required to adopt, amend or repeal any provision of the Bylaws of the Corporation.

ARTICLE IX

          In addition to any vote of the holders of any class or series of the stock of this Corporation required by law or by this Restated Certificate of Incorporation, the affirmative vote of the holders of a majority of the voting power of all of the then outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class, shall be required to amend or repeal the provisions of this Restated Certificate of Incorporation; provided however that any amendment or repeal of Sections C or D of Article V or any provision of Article VI, Article VIII or this Article IX shall require the affirmative vote of the holders of at least two-thirds of the voting power of all of the then outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class.

* * * *

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          THIRD: That this Restated Certificate of Incorporation was approved by the holders of the requisite number of shares of the Corporation in accordance with Section 228 of the Delaware General Corporation Law.

          FOURTH: That this Restated Certificate of Incorporation, which restates the provisions of the Corporation’s heretofore existing Eighth Amended and Restated Certificate of Incorporation, as amended, in its entirety, has been duly adopted in accordance with Sections 242 and 245 of the Delaware General Corporation Law.

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          IN WITNESS WHEREOF, this Restated Certificate of Incorporation has been executed by a duly authorized officer of the Corporation this ___ day of                     , 2009.

C. Daniel Myers, President

EX-3.3

Exhibit 3.3

AMENDED AND RESTATED BY-LAWS
(Amended and Restated as of June 29, 2004)

OF

ALIMERA SCIENCES, INC.
(a Delaware Corporation)

Table of Contents

ARTICLE 1 — Stockholders
	Section 1.1	Place of Meetings
	Section 1.2	Annual Meeting
	Section 1.3	Special Meetings
	Section 1.4	Notice of Meetings
	Section 1.5	Voting List
	Section 1.6	Quorum
	Section 1.7	Adjournments
	Section 1.8	Voting and Proxies
	Section 1.9	Action at Meeting
	Section 1.10	Action without Meeting
ARTICLE 2 — Directors
	Section 2.1	General Powers
	Section 2.2	Number
	Section 2.3	Term of Office, Election and Qualification
	Section 2.4	Enlargement of the Board
	Section 2.5	Vacancies
	Section 2.6	Resignation
	Section 2.7	Regular Meetings
	Section 2.8	Special Meetings
	Section 2.9	Notice of Special Meetings
	Section 2.10	Meetings by Telephone Conference Calls
	Section 2.11	Quorum
	Section 2.12	Action at Meeting
	Section 2.13	Action by Consent
	Section 2.14	Removal
	Section 2.15	Committees
	Section 2.16	Compensation of Directors
ARTICLE 3 — Officers
	Section 3.1	Enumeration

	Section 3.2	Election
	Section 3.3	Qualification
	Section 3.4	Tenure
	Section 3.5	Resignation and Removal
	Section 3.6	Vacancies
	Section 3.7	Chairman of the Board and Vice-Chairman of the Board
	Section 3.8	President
	Section 3.9	Vice Presidents
	Section 3.10	Secretary and Assistant Secretaries
	Section 3.11	Treasurer and Assistant Treasurers
	Section 3.12	Salaries
ARTICLE 4 — Capital Stock
	Section 4.1	Issuance of Stock
	Section 4.2	Certificates of Stock
	Section 4.3	Transfers
	Section 4.4	Lost, Stolen or Destroyed Certificates
	Section 4.5	Record Date
ARTICLE 5 — Indemnification
	Section 5.1	Indemnification in Actions, Suits or Proceedings Other Than Those by or in the Right of Corporation
	Section 5.2	Indemnification in Actions, Suits or Proceedings by or in the Right of the Corporation
	Section 5.3	Authorization of Indemnification
	Section 5.4	Advancement of Expenses
ARTICLE 6 — General Provisions
	Section 6.1	Fiscal Year
	Section 6.2	Corporate Seal
	Section 6.3	Waiver of Notice
	Section 6.4	Voting of Securities
	Section 6.5	Evidence of Authority
	Section 6.6	Certificate of Incorporation
	Section 6.7	Transactions with Interested Parties
	Section 6.8	Severability
	Section 6.9	Pronouns
ARTICLE 7 — Amendments
	Section 7.1	By the Board of Directors
	Section 7.2	By the Stockholders

Alimera Sciences, Inc./Bylaws

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AMENDED AND RESTATED BY-LAWS

OF

ALIMERA SCIENCES, INC.

ARTICLE 1 — Stockholders

     1.1 Place of Meeting. All meetings of stockholders shall be held at such place within or without the State of Delaware as may be designated from time to time by the Board of Directors or the President or, if not so designated, at the registered office of the corporation.

     1.2 Annual Meeting. The annual meeting of stockholders for the election of directors and for the transaction of such other business as may properly be brought before the meeting shall be held at such date, time and place as may be fixed by the Board of Directors or the President. If this date shall fall upon a legal holiday at the place of the meeting, then such meeting shall be held on the next succeeding business day at the same hour. If no annual meeting is held in accordance with the foregoing provisions, the Board of Directors shall cause the meeting to be held as soon thereafter as convenient. If no annual meeting is held in accordance with the foregoing provisions, a special meeting may be held in lieu of the annual meeting, and any action taken at that special meeting shall have the same effect as if it had been taken at the annual meeting, and in such case all references in these By-Laws to the annual meeting of the stockholders shall be deemed to refer to such special meeting.

     1.3 Special Meetings. Special meetings of stockholders may be called at any time by the President, the Board of Director, or the holders of a majority of the outstanding shares of the Common Stock. Business transacted at any special meeting of stockholders shall be limited to matters relating to the purpose or purposes stated in the notice of meeting.

     1.4 Notice of Meetings. Except as otherwise provided by law, written notice of each meeting of stockholders, whether annual or special, shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting to each stockholder entitled to vote at such meeting. The notices of all meetings shall state the place, date and hour of the meeting. The notice of a special meeting shall state, in addition, the purpose or purposes for which the meeting is called. If mailed, notice is given when deposited in the United States mail, postage prepaid, directed to the stockholder at his address as it appears on the records of the corporation. The notice of any meeting of stockholders may be delivered via facsimile transmission, telegram or telex. If such notice is delivered via facsimile transmission, telegram or telex, notice shall be deemed given at the time such transmission is sent.

     1.5 Voting List. The officer who has charge of the stock ledger of the corporation shall prepare, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the

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meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, at a place within the city where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time of the meeting, and may be inspected by any stockholder who is present.

     1.6 Quorum. Except as otherwise provided by law, the Certificate of Incorporation or these By-Laws, the holders of a majority of the shares of the capital stock of the corporation issued and outstanding and entitled to vote at the meeting, present in person or represented by proxy, shall constitute a quorum for the transaction of business.

     1.7 Adjournments. Any meeting of stockholders may be adjourned to any other time and to any other place at which a meeting of stockholders may be held under these By-Laws by the stockholders present or represented at the meeting and entitled to vote, although less than a quorum, or, if no stockholder is present, by any officer entitled to preside at or to act as Secretary of such meeting. It shall not be necessary to notify any stockholder of any adjournment of less than 30 days if the time and place of the adjourned meeting are announced at the meeting at which adjournment is taken, unless after the adjournment a new record date is fixed for the adjourned meeting. At the adjourned meeting, the corporation may transact any business which might have been transacted at the original meeting.

     1.8 Voting and Proxies. Each stockholder shall have one vote for each share of stock entitled to vote held of record by such stockholder and a proportionate vote for each fractional share so held, unless otherwise provided in the Certificate of Incorporation. Each stockholder of record entitled to vote at a meeting of stockholders, or to express consent or dissent to corporate action in writing without a meeting, may vote or express such consent or dissent in person or may authorize another person or persons to vote or act for him by written proxy executed by the stockholder or his authorized agent and delivered to the Secretary of the corporation. No such proxy shall be voted or acted upon after three years from the date of its execution, unless the proxy expressly provides for a longer period.

     1.9 Action at Meeting. When a quorum is present at any meeting, the holders of a majority of the stock present or represented and voting on a matter (or if there are two or more classes of stock entitled to vote as separate classes, then in the case of each such class, the holders of a majority of the stock of that class present or represented and voting on a matter) shall decide any matter to be voted upon by the stockholders at such meeting, except when a different vote is required by express provision of law, the Certificate of Incorporation or these By-Laws. Any election by stockholders shall be determined by a plurality of the votes cast by the stockholders entitled to vote at the election.

     1.10 Action without Meeting. Any action required to be taken at any annual or special meeting of stockholders, or any action that may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders in interest of

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greater than 50% of the shares of outstanding stock, unless the Certificate of Incorporation requires a higher percentage for any such action.

ARTICLE 2 — Directors

     2.1 General Powers. The business and affairs of the corporation shall be managed by or under the direction of a Board of Directors, who may exercise all of the powers of the corporation except as otherwise provided by law, the Certificate of Incorporation or these By- Laws. In the event of a vacancy in the Board of Directors, the remaining directors, except as otherwise provided by law, may exercise the powers of the full Board until the vacancy is filled.

     2.2 Number. The number of directors of the corporation shall be as determined by the Board of Directors from time to time, but shall be no less than two and no more than seven.

     2.3 Tenure, Election and Qualification. The directors shall be elected at the annual meeting of stockholders by such stockholders as have the right to vote on such election. Directors shall serve for a term of office expiring at the annual meeting of stockholders held in the second year following their election and until their respective successors are elected and qualified, or until such director’s earlier death, resignation or removal. Directors need not be stockholders of the corporation.

     2.4 Enlargement of the Board. The number of directors may be increased at any time and from time to time in accordance with the Certificate of Incorporation as then in effect.

     2.5 Vacancies. Unless and until filled by the stockholders, any vacancy in the Board of Directors, however occurring, including a vacancy resulting from an enlargement of the Board, may be filled by vote of a majority of the directors then in office, although less than a quorum, or by a sole remaining director. A director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office, and a director chosen to fill a position resulting from an increase in the number of directors shall hold office until the next annual meeting of stockholders and until his successor is elected and qualified, or until his earlier death, resignation or removal.

     2.6 Resignation. Any director may resign by delivering his written resignation to the corporation at its principal office or to the President or Secretary. Such resignation shall be effective upon receipt unless it is specified to be effective at some other time or upon the happening of some other event.

     2.7 Regular Meetings. Provided that meetings are held at least once during each of the Company’s fiscal quarters, regular meetings of the Board of Directors may be held without notice at such time and place, either within or without the State of Delaware, as shall be determined from time to time by the Board of Directors; provided that any director who is absent when such a determination is made shall be given notice of the determination. A regular meeting

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of the Board of Directors may be held without notice immediately after and at the same place as the annual meeting of stockholders.

     2.8 Special Meetings. Special meetings of the Board of Directors may be held at any time and place, within or without the State of Delaware, designated in a call by any single member of the Board of Directors or by the President of the Company.

     2.9 Notice of Special Meetings. Notice of any special meeting of directors shall be given to each director by the Secretary or by the officer or one of the directors calling the meeting. Notice shall be duly given to each director (i) by giving notice to such director in person or by telephone at least 24 hours in advance of the meeting, (ii) by sending a facsimile, telegram or telex, or delivering written notice by hand, to his last known business or home address at least 48 hours in advance of the meeting, or (iii) by delivering written notice to his last known business or home address at least 72 hours in advance of the meeting by a nationally recognized overnight service (receipt requested). A notice or waiver of notice of a meeting of the Board of Directors need not specify the purposes of the meeting.

     2.10 Meetings by Telephone Conference Calls. Directors or any members of any committee designated by the directors may participate in a meeting of the Board of Directors or such committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation by such means shall constitute presence in person at such meeting.

     2.11 Quorum. A majority of the total number of the whole Board of Directors, with at least one outside member of the Board, shall constitute a quorum at all meetings of the Board of Directors. In the event one or more of the directors shall be disqualified to vote at any meeting, then the required quorum shall be reduced by one for each such director so disqualified; provided, however, that in no case shall less than one-third (1/3) of the number so fixed constitute a quorum. In the absence of a quorum at any such meeting, a majority of the directors present may adjourn the meeting from time to time without further notice other than announcement at the meeting, until a quorum shall be present.

     2.12 Action at Meeting. At any meeting of the Board of Directors at which a quorum is present, the vote of a majority of those present shall be sufficient to take any action, unless a different vote is specified by law, the Certificate of Incorporation or these By-Laws.

     2.13 Action by Consent. Any action required or permitted to be taken at any meeting of the Board of Directors or of any committee of the Board of Directors may be taken without a meeting, if all members of the Board or committee, as the case may be, consent to the action in writing, and the written consents are filed with the minutes of proceedings of the Board or committee.

     2.14 Removal. Any one or more or all of the directors may be removed, with or without cause, by the holders of a majority of the shares then entitled to vote at an election of

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directors, except that the directors elected by the holders of a particular class or series of stock may be removed without cause only by vote of the holders of a majority of the outstanding shares of such class or series.

     2.15 Committees. The Board of Directors may, by resolution passed by a majority of the whole Board, designate one or more committees. The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members of the committee present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board of Directors and subject to the provisions of the General Corporation Law of the State of Delaware, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the corporation and may authorize the seal of the corporation to be affixed to all papers which may require it. Each such committee shall keep minutes and make such reports as the Board of Directors may from time to time request. Except as the Board of Directors may otherwise determine, any committee may make rules for the conduct of its business, but unless otherwise provided by the directors or in such rules, its business shall be conducted as nearly as possible in the same manner as is provided in these By- Laws for the Board of Directors.

     2.16 Compensation of Directors. Directors may be paid such compensation for their services as the Board of Directors may from time to time determine and Directors shall be reimbursed for expenses (including travel expenses) incurred to attend meetings. No such payment shall preclude any director from serving the corporation or any of its parent or subsidiary corporations in any other capacity and receiving compensation for such service.

ARTICLE 3 — Officers

     3.1 Enumeration. The officers of the corporation shall consist of a President, a Secretary, a Treasurer and such other officers with such other titles as the Board of Directors shall determine, including a Chairman of the Board, a Vice-Chairman of the Board, and one or more Vice Presidents, Assistant Treasurers, and Assistant Secretaries. The Board of Directors may appoint such other officers as it may deem appropriate.

     3.2 Election. The President, Treasurer and Secretary shall be elected annually by the Board of Directors at its first meeting following the annual meeting of stockholders. Other officers may be appointed by the Board of Directors at such meeting or at any other meeting.

     3.3 Qualification. No officer need be a stockholder. Any two or more offices may be held by the same person.

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     3.4 Tenure. Except as otherwise provided by law, by the Certificate of Incorporation or by these By-Laws, each officer shall hold office until his successor is elected and qualified, unless a different term is specified in the vote choosing or appointing him, or until his earlier death, resignation or removal.

     3.5 Resignation and Removal. Any officer may resign by delivering his written resignation to the corporation at its principal office or to the President or Secretary. Such resignation shall be effective upon receipt unless it is specified to be effective at some other time or upon the happening of some other event.

               Any officer appointed by Board of Directors may be removed at any time, with or without cause, by vote of a majority of the entire number of directors then in office.

               Except as the Board of Directors may otherwise determine, no officer who resigns or is removed shall have any right to any compensation as an officer for any period following his resignation or removal, or any right to damages on account of such removal, whether his compensation be by the month or by the year or otherwise, unless such compensation is expressly provided in a duly authorized written agreement with the corporation.

     3.6 Vacancies. The Board of Directors may fill any vacancy occurring in any office for any reason and may, in its discretion, leave unfilled for such period as it may determine any offices other than those of President, Treasurer and Secretary. Each such successor shall hold office for the unexpired term of his predecessor and until his successor is elected and qualified, or until his earlier death, resignation or removal.

     3.7 Chairman of the Board and Vice-Chairman of the Board. The Board of Directors may appoint a Chairman of the Board. If the Board of Directors appoints a Chairman of the Board, he shall perform such duties and possess such powers as are assigned to him by the Board of Directors. If the Board of Directors appoints a Vice-Chairman of the Board, he shall, in the absence or disability of the Chairman of the Board, perform the duties and exercise the powers of the Chairman of the Board and shall perform such other duties and possess such other powers as may from time to time be vested in him by the Board of Directors.

     3.8 President. Unless the Board of Directors otherwise determines, the President shall be the Chief Executive Officer of the corporation. The President shall, subject to the direction of the Board of Directors, have general charge and supervision of the business of the corporation. Unless otherwise provided by the Board of Directors, he shall preside at all meetings of the stockholders, if he is a director, at all meetings of the Board of Directors. The President shall perform such other duties and shall have such other powers as the Board of Directors may from time to time prescribe.

     3.9 Vice Presidents. Any Vice President shall perform such duties and possess such powers as the Board of Directors or the President may from time to time prescribe. In the event of the absence, inability or refusal to act of the President, the Vice President designated as the

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Chief Operating Officer of the Corporation shall perform the duties of the President and when so performing shall have all the powers of and be subject to all the restrictions upon the President. The Board of Directors may assign to any Vice President the title of Executive Vice President, Senior Vice President or any other title selected by the Board of Directors.

     3.10 Secretary and Assistant Secretaries. The Secretary shall perform such duties and shall have such powers as the Board of Directors or the President may from time to time prescribe. In addition, the Secretary shall perform such duties and have such powers as are incident to the office of the secretary, including without limitation the duty and power to give notices of all meetings of stockholders and special meetings of the Board of Directors, to attend all meetings of stockholders and the Board of Directors and keep a record of the proceedings, to maintain a stock ledger and prepare lists of stockholders and their addresses as required, to be custodian of corporate records and the corporate seal and to affix and attest to the same on documents.

               Any Assistant Secretary shall perform such duties and possess such powers as the Board of Directors, the President or the Secretary may from time to time prescribe. In the event of the absence, inability or refusal to act of the Secretary, the Assistant Secretary, (or if there shall be more than one, the Assistant Secretaries in the order determined by the Board of Directors) shall perform the duties and exercise the powers of the Secretary.

               In the absence of the Secretary or any Assistant Secretary at any meeting of stockholders or directors, the person presiding at the meeting shall designate a temporary secretary to keep a record of the meeting.

     3.11 Treasurer and Assistant Treasurers. The Treasurer shall perform such duties and shall have such powers as may from time to time be assigned to him by the Board of Directors or the President. In addition, the Treasurer shall perform such duties and have such powers as are incident to the office of treasurer, including without limitation the duty and power to keep and be responsible for all funds and securities of the corporation, to deposit funds of the corporation in depositories selected in accordance with these By-Laws, to disburse such funds as ordered by the Board of Directors, to make proper accounts of such funds, and to render as required by the Board of Directors statements of all such transactions and of the financial condition of the corporation.

               The Assistant Treasurers shall perform such duties and possess such powers as the Board of Directors, the President or the Treasurer may from time to time prescribe. In the event of the absence, inability, or refusal to act of the Treasurer, the Assistant Treasurer, (or if there shall be more than one, the Assistant Treasurers in the order determined by the Board of Directors) shall perform the duties and exercise the powers of the Treasurer.

     3.12 Salaries. Officers of the corporation shall be entitled to such salaries, compensation or reimbursement as shall be fixed or allowed from time to time by the Board of Directors.

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ARTICLE 4 — Capital Stock

     4.1 Issuance of Stock. Unless otherwise voted by the stockholders and subject to the provisions of the Certificate of Incorporation, the whole or any part of any unissued balance of the authorized capital stock of the corporation or the whole or any part of any unissued balance of the authorized capital stock of the corporation held in its treasury may be issued, sold, transferred or otherwise disposed of by vote of the Board of Directors in such manner, for such consideration and on such terms as the Board of Directors may determine.

     4.2 Certificates of Stock. Every holder of stock of the corporation shall be entitled to have a certificate, in such form as may be prescribed by law and by the Board of Directors, certifying the number and class of shares owned by him in the corporation. Each such certificate shall be signed by, or in the name of the corporation by, the Chairman or Vice-Chairman, if any, of the Board of Directors, or the President or a Vice President, and the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary of the corporation. Any or all of the signatures on the certificate may be a facsimile.

                  Each certificate for shares of stock which are subject to any restriction on transfer pursuant to the Certificate of Incorporation, the By-Laws, applicable securities laws or any agreement among any number of shareholders or among such holders and the corporation shall have conspicuously noted on the face or back of the certificate either the full text of the restriction or a statement of the existence of such restriction.

     4.3 Transfers. Except as otherwise established by rules and regulations adopted by the Board of Directors, and subject to applicable law, shares of stock may be transferred on the books of the corporation by the surrender to the corporation or its transfer agent of the certificate representing such shares properly endorsed or accompanied by a written assignment or power of attorney properly executed, and with such proof of authority or the authenticity of signature as the corporation or its transfer agent may reasonably require. Except as may be otherwise required by law, by the Certificate of Incorporation or by these By-Laws, the corporation shall be entitled to treat the record holder of stock as shown on its books as the owner of such stock for all purposes, including the payment of dividends and the right to vote with respect to such stock, regardless of any transfer, pledge or other disposition of such stock until the shares have been transferred on the books of the corporation in accordance with the requirements of these By- Laws.

     4.4 Lost, Stolen or Destroyed Certificates. The corporation may issue a new certificate of stock in place of any previously issued certificate alleged to have been lost, stolen, or destroyed, upon such terms and conditions as the Board of Directors may prescribe, including the presentation of reasonable evidence of such loss, theft or destruction and the giving of such indemnity as the Board of Directors may require for the protection of the corporation or any transfer agent or registrar.

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     4.5 Record Date. The Board of Directors may fix in advance a date as a record date for the determination of the stockholders entitled to notice of or to vote at any meeting of stockholders or to express consent (or dissent) to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action. Such record date shall not be more than 60 nor less than ten days before the date of such meeting, nor more than 60 days prior to any other action to which such record date relates.

               If no record date is fixed, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day before the day on which notice is given, or, if notice is waived, at the close of business on the day before the day on which the meeting is held. The record date for determining stockholders entitled to express consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is necessary, shall be the day on which the first written consent is expressed. The record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating to such purpose.

               A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

ARTICLE 5 — Indemnification

     5.1 Indemnification in Actions, Suits or Proceedings Other Than Those by or in the Right of the Corporation. (a) The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding (whether civil, criminal, administrative or investigative) by reason of the fact that such person is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director or officer of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding, if such person acted in good faith and in a manner which such person reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe that such conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which such person reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that such conduct was unlawful.

          (b) The Corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding (whether

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civil, criminal, administrative or investigative) by reason of the fact that such person is or was an employee or agent of the Corporation, or is or was serving at the request of the Corporation as an employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding, if such person acted in good faith and in a manner which such person reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe that such conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which such person reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that such conduct was unlawful.

     5.2 Indemnification in Actions, Suits or Proceedings by or in the Right of the Corporation. (a) The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that such person is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director of officer of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit if such person acted in good faith and in a manner which such person reasonably believed to be in or not opposed to the best interest of the Corporation. No such indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which such court shall deem proper.

          (b) The Corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that such person is or was an employee or agent of the Corporation, or is or was serving at the request of the Corporation as an employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit if such person acted in good faith and in a manner which such person reasonably believed to be in or not opposed to the best interests of the Corporation. No such indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the

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adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which such court shall deem proper.

     5.3 Authorization of Indemnification. Any indemnification under this Article 5 shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances because such person or persons have met the applicable standard of conduct set forth in Sections 5.1 and 5.2 hereof. Such determination shall be made (i) by a majority vote of the directors who are not parties to such action, suit or proceeding, even though less than a quorum, or (ii) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion, or (iii) by the stockholders.

     5.4 Advancement of Expenses. The Corporation shall, if so requested by an officer or director, advance expenses (including attorneys’ fees) incurred by a director or officer in advance of the final disposition of such action, suit or proceeding upon the receipt of an undertaking by or on behalf of the director of officer to repay such amount if it shall ultimately be determined that such director or officer is not entitled to indemnification.

               The Corporation may advance expenses (including attorneys’ fees) incurred by an employee or agent in advance of the final disposition of such action, suit or proceeding upon such terms and conditions, if any, as the Board of Directors deems appropriate.

ARTICLE 6 — General Provisions

     6.1 Fiscal Year. The fiscal year of the Corporation shall be the twelve months ending on December 31 of each calendar year.

     6.2 Corporate Seal. The corporate seal shall be in such form as shall be approved by the Board of Directors.

     6.3 Waiver of Notice. Whenever any notice whatsoever is required to be given by law, by the Certificate of Incorporation or by these By-Laws, a waiver of such notice either in writing signed by the person entitled to such notice or such person’s duly authorized attorney, or by telegraph, cable or any other available method, whether before, at or after the time stated in such waiver, or the appearance of such person or persons at such meeting in person or by proxy, shall be deemed equivalent to such notice.

     6.4 Voting of Securities. Except as the directors may otherwise designate, the President or Treasurer may waive notice of, and act as, or appoint any person or persons to act as, proxy or attorney-in-fact for this corporation (with or without power of substitution) at, any meeting of stockholders or shareholders of any other corporation or organization, the securities of which may be held by this corporation.

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     6.5 Evidence of Authority. A certificate by the Secretary, or an Assistant Secretary, or a temporary Secretary as to any action taken by the stockholders, directors, a committee or any officer or representative of the corporation shall as to all persons who rely on the certificate in good faith be conclusive evidence of such action.

     6.6 Certificate of Incorporation. All references in these By-Laws to the Certificate of Incorporation shall be deemed to refer to the Certificate of Incorporation of the corporation, as amended and in effect from time to time.

     6.7 Transactions with Interested Parties. All contracts or transactions between the Corporation and one or more of the directors or officers, or between the Corporation and any other corporation, partnership, association, or other organization in which one or more of the directors or officers are directors or officers, or have a financial interest, shall be approved by a majority of the directors of the Corporation who do not have a financial interest in the contract or transaction, before the Corporation shall be permitted to perform its obligations under such contracts or transactions.

               Common or interested directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or of a committee which authorizes the contract or transaction.

     6.8 Severability. Any determination that any provision of these By-Laws is for any reason inapplicable, illegal or ineffective shall not affect or invalidate any other provision of these By-Laws.

     6.9 Pronouns. All pronouns used in these By-Laws shall be deemed to refer to the masculine, feminine or neuter, singular or plural, as the identity of the person or persons may require.

ARTICLE 7 — Amendments

     7.1 By the Board of Directors. Subject to the corporation’s Certificate of Incorporation, these By-Laws may be altered, amended or repealed or new By-Laws may be adopted by the affirmative vote of a majority of the directors present at any regular or special meeting of the Board of Directors at which a quorum is present.

     7.2 By the Stockholders. Subject to the corporation’s Certificate of Incorporation, these By-Laws may be altered, amended or repealed or new By-Laws may be adopted at any regular meeting of stockholders, or at any special meeting of stockholders, provided notice of such alteration, amendment, repeal or adoption of new By-Laws shall have been stated in the notice of such special meeting, and shall be approved by an affirmative vote of the holders of a majority of the shares of the Corporation’s Common Stock and the holders of a majority of the shares of the Corporation’s Preferred Stock, irrespective of class or series, with the Common Stock and the Preferred Stock voting as separate classes.

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     I HEREBY CERTIFY that the foregoing Bylaws were duly adopted by the Board of Directors and shareholders of the Corporation on the 29^th day of June ____, 2004.

[SEAL]

/s/ Daniel H. White  

Daniel H. White 

Secretary 

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EX-3.4

Exhibit 3.4

AMENDED AND RESTATED

BYLAWS OF

ALIMERA SCIENCES, INC.

A DELAWARE CORPORATION

TABLE OF CONTENTS

	Page
ARTICLE I OFFICE AND RECORDS		1
Section 1.1 Delaware Office		1
Section 1.2 Other Offices		1
Section 1.3 Books and Records		1
ARTICLE II STOCKHOLDERS		1
Section 2.1 Annual Meeting		1
Section 2.2 Special Meeting		1
Section 2.3 Place of Meeting		1
Section 2.4 Notice of Meeting		1
Section 2.5 Quorum and Adjournment		2
Section 2.6 Proxies		2
Section 2.7 Notice of Stockholder Business and Nominations		2
Section 2.8 Procedure for Election of Directors		4
Section 2.9 Inspectors of Elections		5
Section 2.10 Conduct of Meetings		5
Section 2.11 No Consent of Stockholders in Lieu of Meeting		6
ARTICLE III BOARD OF DIRECTORS		6
Section 3.1 General Powers		6
Section 3.2 Number, Tenure and Qualifications		6
Section 3.3 Regular Meetings		6
Section 3.4 Special Meetings		6
Section 3.5 Action by Unanimous Consent of Directors		6
Section 3.6 Notice		6
Section 3.7 Conference Telephone Meetings		7
Section 3.8 Quorum		7
Section 3.9 Vacancies		7
Section 3.10 Committee		7
Section 3.11 Removal		8
ARTICLE IV OFFICERS		8
Section 4.1 Elected Officers		8
Section 4.2 Election and Term of Office		8
Section 4.3 Chairman of the Board		8
Section 4.4 Chief Executive Officer		8
Section 4.5 President		9
Section 4.6 Secretary		9
Section 4.7 Treasurer		9
Section 4.8 Removal		9
Section 4.9 Vacancies		9

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	Page
ARTICLE V STOCK CERTIFICATES AND TRANSFERS		10
Section 5.1 Stock Certificates and Transfers		10
ARTICLE VI INDEMNIFICATION		10
Section 6.1 Right to Indemnification		10
Section 6.2 Right to Advancement of Expenses		11
Section 6.3 Right of Indemnitee to Bring Suit		11
Section 6.4 Non-Exclusivity of Rights		12
Section 6.5 Insurance		12
Section 6.6 Amendment of Rights		12
Section 6.7 Indemnification of Employees and Agents of the Corporation		12
ARTICLE VII MISCELLANEOUS PROVISIONS		12
Section 7.1 Fiscal Year		12
Section 7.2 Dividends		12
Section 7.3 Seal		12
Section 7.4 Waiver of Notice		12
Section 7.5 Audits		13
Section 7.6 Resignations		13
Section 7.7 Contracts		13
Section 7.8 Proxies		13
ARTICLE VIII AMENDMENTS		13
Section 8.1 Amendments		13

ii

ARTICLE I

OFFICES AND RECORDS

          Section 1.1 Delaware Office. The registered office of the Corporation in the State of Delaware shall be located in the City of Wilmington, County of New Castle.

          Section 1.2 Other Offices. The Corporation may have such other offices, either within or without the State of Delaware, as the Board of Directors may designate or as the business of the Corporation may from time to time require.

          Section 1.3 Books and Records. The books and records of the Corporation may be kept at the Corporation’s headquarters in Alpharetta, Georgia or at such other locations outside the State of Delaware as may from time to time be designated by the Board of Directors.

ARTICLE II

STOCKHOLDERS

          Section 2.1 Annual Meeting. The annual meeting of the stockholders of the Corporation shall be held at such date, place and/or time as may be fixed by resolution of the Board of Directors.

          Section 2.2 Special Meeting. Special meetings of stockholders of the Corporation may be called only by the Chairman of the Board or the Chief Executive Officer or by the Board of Directors acting pursuant to a resolution adopted by a majority of the Whole Board. For purposes of these Amended and Restated Bylaws, the term “Whole Board” shall mean the total number of authorized directors whether or not there exist any vacancies in previously authorized directorships.

          Section 2.3 Place of Meeting. The Board of Directors may designate the place of meeting for any meeting of the stockholders. If no designation is made by the Board of Directors, the place of meeting shall be the principal office of the Corporation.

          Section 2.4 Notice of Meeting. Except as otherwise required by law, written, printed or electronic notice stating the place, day and hour of the meeting and the purposes for which the meeting is called shall be prepared and delivered by the Corporation not less than ten (10) days nor more than sixty (60) days before the date of the meeting, either personally, by mail, or in the case of stockholders who have consented to such delivery, by electronic transmission (as such term is defined in the Delaware General Corporation Law), to each stockholder of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the U.S. mail with postage thereon prepaid, addressed to the stockholder at his address as it appears on the stock transfer books of the Corporation. Notice given by electronic transmission shall be effective (A) if by facsimile, when faxed to a number where the stockholder has consented to receive notice; (B) if by electronic mail, when mailed electronically to an electronic mail address at which the stockholder has consented to receive such notice; (C) if by posting on an electronic network together with a separate notice of such posting, upon the later to occur of (1) the posting or (2) the giving of separate notice of the posting; or (D) if by

other form of electronic communication, when directed to the stockholder in the manner consented to by the stockholder. Meetings may be held without notice if all stockholders entitled to vote are present (except as otherwise provided by law), or if notice is waived by those not present. Any previously scheduled meeting of the stockholders may be postponed and (unless the Corporation’s Restated Certificate of Incorporation (the “Certificate of Incorporation”) otherwise provides) any special meeting of the stockholders may be cancelled, by resolution of the Board of Directors upon public notice given prior to the time previously scheduled for such meeting of stockholders.

          Section 2.5 Quorum and Adjournment. Except as otherwise provided by law or by the Certificate of Incorporation, the holders of a majority of the voting power of the outstanding shares of the Corporation entitled to vote generally in the election of directors, represented in person or by proxy, shall constitute a quorum at a meeting of stockholders, except that when specified business is to be voted on by a class or series voting separately as a class or series, the holders of a majority of the voting power of the shares of such class or series shall constitute a quorum for the transaction of such business for the purposes of taking action on such business. No notice of the time and place of adjourned meetings need be given provided such adjournment is for less than thirty (30) days and further provided that no new record date is fixed for the adjourned meeting and provided further that the time or place of the adjourned meeting is announced at the meeting at which the adjournment is taken.

          Section 2.6 Proxies. At all meetings of stockholders, a stockholder may vote by proxy executed in writing by the stockholder or as may be permitted by law, or by his duly authorized attorney-in-fact. Such proxy must be filed with the Secretary of the Corporation or his representative, or otherwise delivered telephonically or electronically as set forth in the applicable proxy statement, at or before the time of the meeting.

          Section 2.7 Notice of Stockholder Business and Nominations.

               A. Nominations of persons for election to the Board of Directors and the proposal of business to be transacted by the stockholders may be made at an annual meeting of stockholders (1) pursuant to the Corporation’s notice with respect to such meeting, (2) by or at the direction of the Board of Directors or (3) by any stockholder of record of the Corporation who was a stockholder of record at the time of the giving of the notice provided for in the following paragraph, who is entitled to vote at the meeting and who has complied with the notice procedures set forth in this Section 2.7.

               B. For nominations or other business to be properly brought before an annual meeting by a stockholder pursuant to paragraph (A)(3) of this Section 2.7, (1) the stockholder must have given timely notice thereof in writing to the Secretary of the Corporation, (2) such business must be a proper matter for stockholder action under the Delaware General Corporation Law, (3) if the stockholder, or the beneficial owner on whose behalf any such proposal or nomination is made, has provided the Corporation with a Solicitation Notice, as that term is defined in subclause (c)(iii) of this paragraph, such stockholder or beneficial owner must, in the case of a proposal, have delivered prior to the meeting a proxy statement and form of proxy to holders of at least the percentage of the Corporation’s voting shares required under applicable law to carry any such proposal, or, in the case of a nomination or nominations, have

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delivered prior to the meeting a proxy statement and form of proxy to holders of a percentage of the Corporation’s voting shares reasonably believed by such stockholder or beneficial holder to be sufficient to elect the nominee or nominees proposed to be nominated by such stockholder, and must, in either case, have included in such materials the Solicitation Notice and (4) if no Solicitation Notice relating thereto has been timely provided pursuant to this section, the stockholder or beneficial owner proposing such business or nomination must not have solicited a number of proxies sufficient to have required the delivery of such a Solicitation Notice under this section. To be timely, a stockholder’s notice shall be delivered to the Secretary at the principal executive offices of the Corporation not less than forty-five (45) or more than seventy-five (75) days prior to the first anniversary (the “Anniversary”) of the date on which the Corporation first mailed its proxy materials for the preceding year’s annual meeting of stockholders; provided, however, that if no proxy materials were mailed by the Corporation in connection with the preceding year’s annual meeting, or if the date of the annual meeting is advanced more than thirty (30) days prior to or delayed by more than thirty (30) days after the anniversary of the preceding year’s annual meeting, notice by the stockholder to be timely must be so delivered not later than the close of business on the later of (x) the 90th day prior to such annual meeting or (y) the 10th day following the day on which public announcement of the date of such meeting is first made. Such stockholder’s notice shall set forth (a) as to each person whom the stockholder proposes to nominate for election or reelection as a director all information relating to such person as would be required to be disclosed in solicitations of proxies for the election of such nominees as directors pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and such person’s written consent to serve as a director if elected; (b) as to any other business that the stockholder proposes to bring before the meeting, a brief description of such business, the reasons for conducting such business at the meeting and any material interest in such business of such stockholder and the beneficial owner, if any, on whose behalf the proposal is made; and (c) as to the stockholder giving the notice and the beneficial owner, if any, on whose behalf the nomination or proposal is made (i) the name and address of such stockholder, as they appear on the Corporation’s books, and of such beneficial owner, (ii) the class and number of shares of the Corporation that are owned beneficially and of record by such stockholder and such beneficial owner, and (iii) whether either such stockholder or beneficial owner intends to deliver a proxy statement and form of proxy to holders of, in the case of a proposal, at least the percentage of the Corporation’s voting shares required under applicable law to carry the proposal or, in the case of a nomination or nominations, a sufficient number of holders of the Corporation’s voting shares to elect such nominee or nominees (an affirmative statement of such intent, a “Solicitation Notice”).

               C. Notwithstanding anything in the second sentence of paragraph (B) of this Section 2.7 to the contrary, in the event that the number of directors to be elected to the Board of Directors is increased and there is no public announcement naming all of the nominees for director or specifying the size of the increased Board made by the Corporation at least fifty-five (55) days prior to the Anniversary, a stockholder’s notice required by this Bylaw shall also be considered timely, but only with respect to nominees for any new positions created by such increase, if it shall be delivered to the Secretary at the principal executive offices of the Corporation not later than the close of business on the 10th day following the day on which such public announcement is first made by the Corporation.

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               D. Only persons nominated in accordance with the procedures set forth in this Section 2.7 shall be eligible to serve as directors and only such business shall be conducted at an annual meeting of stockholders as shall have been brought before the meeting in accordance with the procedures set forth in this Section 2.7. The chair of the meeting shall have the power and the duty to determine whether a nomination or any business proposed to be brought before the meeting has been made in accordance with the procedures set forth in these Bylaws and, if any proposed nomination or business is not in compliance with these Bylaws, to declare that such defective proposed business or nomination shall not be presented for stockholder action at the meeting and shall be disregarded.

               E. Only such business shall be conducted at a special meeting of stockholders as shall have been brought before the meeting pursuant to the Corporation’s notice of meeting. Nominations of persons for election to the Board of Directors may be made at a special meeting of stockholders at which directors are to be elected pursuant to the Corporation’s notice of meeting (1) by or at the direction of the Board of Directors or (2) by any stockholder of record of the Corporation who is a stockholder of record at the time of giving of notice provided for in this paragraph, who shall be entitled to vote at the meeting and who complies with the notice procedures set forth in this Section 2.7. Nominations by stockholders of persons for election to the Board of Directors may be made at such a special meeting of stockholders if the stockholder’s notice required by paragraph (B) of this Section 2.7 shall be delivered to the Secretary at the principal executive offices of the Corporation not later than the close of business on the later of the 90th day prior to such special meeting or the 10th day following the day on which public announcement is first made of the date of the special meeting and of the nominees proposed by the Board to be elected at such meeting.

               F. For purposes of this Section 2.7, “public announcement” shall mean disclosure in a press release reported by the Dow Jones News Service, Associated Press or a comparable national news service or in a document publicly filed by the Corporation with the Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act.

               G. Notwithstanding the foregoing provisions of this Section 2.7, a stockholder shall also comply with all applicable requirements of the Exchange Act and the rules and regulations thereunder with respect to matters set forth in this Section 2.7. Nothing in this Section 2.7 shall be deemed to affect any rights of stockholders to request inclusion of proposals in the Corporation’s proxy statement pursuant to Rule 14a-8 under the Exchange Act.

          Section 2.8 Procedure for Election of Directors. Election of directors at all meetings of the stockholders at which directors are to be elected shall be by written ballot, and, except as otherwise set forth in the Certificate of Incorporation with respect to the right of the holders of any series of Preferred Stock or any other series or class of stock to elect additional directors under specified circumstances, a plurality of the votes cast thereat shall elect directors. Except as otherwise provided by law, the Certificate of Incorporation or these Bylaws, all matters other than the election of directors submitted to the stockholders at any meeting shall be decided by a majority of the votes cast affirmatively or negatively.

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          Section 2.9 Inspectors of Elections.

               A. The Board of Directors by resolution shall appoint one or more inspectors, which inspector or inspectors may include individuals who serve the Corporation in other capacities, including, without limitation, as officers, employees, agents or representatives of the Corporation, to act at the meeting and make a written report thereof. One or more persons may be designated as alternate inspectors to replace any inspector who fails to act. If no inspector or alternate has been appointed to act, or if all inspectors or alternates who have been appointed are unable to act, at a meeting of stockholders, the chairman of the meeting shall appoint one or more inspectors to act at the meeting. Each inspector, before discharging his or her duties, shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of his or her ability. The inspectors shall have the duties prescribed by the Delaware General Corporation Law.

          Section 2.10 Conduct of Meetings.

               A. The Chief Executive Officer shall preside at all meetings of the stockholders. In the absence of the Chief Executive Officer, the Chairman of the Board shall preside at a meeting of the stockholders. In the absence of the Chief Executive Officer or the Chairman of the Board, the President shall preside at a meeting of the stockholders. In the absence of each of the Chief Executive Officer, the Chairman of the Board and the President, the Secretary shall preside at a meeting of the stockholders. In the anticipated absence of all officers designated to preside over the meetings of stockholders, the Board of Directors may designate an individual to preside over a meeting of the stockholders.

               B. The chairman of the meeting shall fix and announce at the meeting the date and time of the opening and the closing of the polls for each matter upon which the stockholders will vote at a meeting.

               C. The Board of Directors may, to the extent not prohibited by law, adopt by resolution such rules and regulations for the conduct of the meeting of stockholders as it shall deem appropriate. Except to the extent inconsistent with such rules and regulations as adopted by the Board of Directors, the chairman of any meeting of stockholders shall have the right and authority to prescribe such rules, regulations and procedures and to do all such acts as, in the judgment of such chairman, are appropriate for the proper conduct of the meeting. Such rules, regulations or procedures, whether adopted by the Board of Directors or prescribed by the chairman of the meeting, may to the extent not prohibited by law include, without limitation, the following: (i) the establishment of an agenda or order of business for the meeting; (ii) rules and procedures for maintaining order at the meeting and the safety of those present; (iii) limitations on attendance at or participation in the meeting to stockholders of record of the Corporation, their duly authorized and constituted proxies or such other persons as the chairman of the meeting shall determine; (iv) restrictions on entry to the meeting after the time fixed for the commencement thereof and (v) limitations on the time allotted to questions or comments by participants. Unless, and to the extent, determined by the Board of Directors or the chairman of the meeting, meetings of stockholders shall not be required to be held in accordance with the rules of parliamentary procedure.

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          Section 2.11 No Consent of Stockholders in Lieu of Meeting. Any action required or permitted to be taken by the stockholders of the Corporation must be effected at a duly called annual or special meeting of stockholders of the Corporation and may not be effected by any consent in writing by such stockholders.

ARTICLE III

BOARD OF DIRECTORS

          Section 3.1 General Powers. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors. In addition to the powers and authority expressly conferred upon them by statute or by the Certificate of Incorporation or by these Bylaws, the directors are hereby empowered to exercise all such powers and do all such acts and things as may be exercised or done by the Corporation.

          Section 3.2 Number, Tenure and Qualifications. Subject to the rights of the holders of any series of Preferred Stock to elect additional directors under specified circumstances, the number of directors shall be fixed from time to time exclusively by the Board of Directors pursuant to a resolution adopted by a majority of the Whole Board. The directors, other than those who may be elected by the holders of any series of Preferred Stock under specified circumstances, shall be divided into three classes pursuant to the Certificate of Incorporation. At each annual meeting of stockholders, directors elected to succeed those directors whose terms expire shall be elected for a term of office to expire at the third succeeding annual meeting of stockholders after their election.

          Section 3.3 Regular Meetings. The Board of Directors may, by resolution, provide the time and place for the holding of regular meetings of the Board of Directors.

          Section 3.4 Special Meetings. Special meetings of the Board of Directors shall be called at the request of the Chairman of the Board, the Chief Executive Officer or a majority of the Board of Directors. The person or persons authorized to call special meetings of the Board of Directors may fix the place and time of the meetings.

          Section 3.5 Action By Unanimous Consent of Directors. The Board of Directors may take action without the necessity of a meeting by unanimous consent of directors. Such consent may be in writing or given by electronic transmission, as such term is defined in the Delaware General Corporation Law.

          Section 3.6 Notice. Notice of any special meeting shall be given to each director at his business or residence in writing, or by telegram, facsimile transmission, telephone communication or electronic transmission (provided, with respect to electronic transmission, that the director has consented to receive the form of transmission at the address to which it is directed). If mailed, such notice shall be deemed adequately delivered when deposited in the United States mails so addressed, with postage thereon prepaid, at least five (5) days before such meeting. If by telegram, such notice shall be deemed adequately delivered when the telegram is delivered to the telegraph company at least twenty-four (24) hours before such meeting. If by facsimile transmission or other electronic transmission, such notice shall be transmitted at least

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twenty-four (24) hours before such meeting. If by telephone, the notice shall be given at least twelve (12) hours prior to the time set for the meeting. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice of such meeting, except for amendments to these Bylaws as provided under Section 8.1 of Article VIII hereof. A meeting may be held at any time without notice if all the directors are present (except as otherwise provided by law) or if those not present waive notice of the meeting in writing or by electronic transmission, either before or after such meeting.

          Section 3.7 Conference Telephone Meetings. Members of the Board of Directors, or any committee thereof, may participate in a meeting of the Board of Directors or such committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at such meeting.

          Section 3.8 Quorum. A whole number of directors equal to at least a majority of the Whole Board shall constitute a quorum for the transaction of business, but if at any meeting of the Board of Directors there shall be less than a quorum present, a majority of the directors present may adjourn the meeting from time to time without further notice. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

          Section 3.9 Vacancies. Subject to the rights of the holders of any series of Preferred Stock then outstanding, newly created directorships resulting from any increase in the authorized number of directors or any vacancies in the Board of Directors resulting from death, resignation, retirement, disqualification, removal from office or other cause shall, unless otherwise provided by law or by resolution of the Board of Directors, be filled only by a majority vote of the directors then in office, though less than a quorum (and not by stockholders), and directors so chosen shall hold office for a term expiring at the annual meeting of stockholders at which the term of office of the class to which they have been chosen expires or until such director’s successor shall have been duly elected and qualified. No decrease in the authorized number of directors shall shorten the term of any incumbent director.

          Section 3.10 Committees.

               A. The Board of Directors may designate one or more committees, each committee to consist of one or more of the directors of the Corporation. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of the committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in place of any such absent or disqualified member. Any such committee, to the extent permitted by law and to the extent provided in the resolution of the Board of Directors, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it; provided, however, that no committee shall have power or authority in reference to the following matters: (1) approving, adopting or

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recommending to stockholders any action or matter required by law to be submitted to stockholders for approval or (2) adopting, amending or repealing any bylaw.

               B. Unless the Board of Directors otherwise provides, each committee designated by the Board of Directors may make, alter and repeal rules for the conduct of its business. In the absence of such rules each committee shall conduct its business in the same manner as the Board of Directors conducts its business pursuant to these Bylaws.

          Section 3.11 Removal. Subject to the rights of the holders of any series of Preferred Stock then outstanding, any director, or the entire Board of Directors, may be removed from office at any time, but only for cause and only by the affirmative vote of the holders of at least a majority of the voting power of all of the then-outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class.

ARTICLE IV

OFFICERS

          Section 4.1 Elected Officers. The elected officers of the Corporation shall be a Chairman of the Board, a Chief Executive Officer, a President, a Secretary, a Treasurer, and such other officers as the Board of Directors from time to time may deem proper. The Chairman of the Board shall be chosen from the directors. All officers chosen by the Board of Directors shall each have such powers and duties as generally pertain to their respective offices, subject to the specific provisions of this Article IV. Such officers shall also have powers and duties as from time to time may be conferred by the Board of Directors or by any committee thereof.

          Section 4.2 Election and Term of Office. The elected officers of the Corporation shall be elected annually by the Board of Directors at the regular meeting of the Board of Directors held after each annual meeting of the stockholders. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as convenient. Subject to Section 4.7 of these Bylaws, each officer shall hold office until his successor shall have been duly elected and shall have qualified or until his death or until he shall resign.

          Section 4.3 Chairman of the Board. The Chairman of the Board shall preside at all meetings of the Board.

          Section 4.4 Chief Executive Officer. The Chief Executive Officer shall be the general manager of the Corporation, subject to the control of the Board of Directors, and as such shall, subject to Section 2.10 (A) hereof, preside at all meetings of stockholders, shall have general supervision of the affairs of the Corporation, shall sign or countersign or authorize another officer to sign all certificates, contracts, and other instruments of the Corporation as authorized by the Board of Directors, shall make reports to the Board of Directors and stockholders, and shall perform all such other duties as are incident to such office or are properly required by the Board of Directors.

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          Section 4.5 President. The President shall be the chief operating officer of the corporation and shall be subject to the general supervision, direction, and control of the Chief Executive Officer unless the Board of Directors provides otherwise.

          Section 4.6 Secretary. The Secretary shall give, or cause to be given, notice of all meetings of stockholders and directors and all other notices required by law or by these Bylaws, and in case of his absence or refusal or neglect so to do, any such notice may be given by any person thereunto directed by the Chairman of the Board, the Chief Executive Officer, the President or by the Board of Directors, upon whose request the meeting is called as provided in these Bylaws. He shall record all the proceedings of the meetings of the Board of Directors, any committees thereof and the stockholders of the Corporation in a book to be kept for that purpose, and shall perform such other duties as may be assigned to him by the Board of Directors, the Chairman of the Board, the Chief Executive Officer or the President. He shall have custody of the seal of the Corporation and shall affix the same to all instruments requiring it, when authorized by the Board of Directors, the Chairman of the Board, the Chief Executive Officer or the President, and attest to the same.

          Section 4.7 Treasurer. The Treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate receipts and disbursements in books belonging to the Corporation. The Treasurer shall deposit all moneys and other valuables in the name and to the credit of the Corporation in such depositaries as may be designated by the Board of Directors. The Treasurer shall disburse the funds of the Corporation as may be ordered by the Board of Directors the Chairman of the Board, the Chief Executive Officer or the President, taking proper vouchers for such disbursements. The Treasurer shall render to the Chairman of the Board, the Chief Executive Officer, the President and the Board of Directors, whenever requested, an account of all his transactions as Treasurer and of the financial condition of the Corporation. If required by the Board of Directors, the Treasurer shall give the Corporation a bond for the faithful discharge of his duties in such amount and with such surety as the Board of Directors shall prescribe.

          Section 4.8 Removal. Any officer elected by the Board of Directors may be removed by the Board of Directors whenever, in their judgment, the best interests of the Corporation would be served thereby. No elected officer shall have any contractual rights against the Corporation for compensation by virtue of such election beyond the date of the election of his successor, his death, his resignation or his removal, whichever event shall first occur, except as otherwise provided in an employment contract or an employee plan.

          Section 4.9 Vacancies. A newly created office and a vacancy in any office because of death, resignation, or removal may be filled by the Board of Directors for the unexpired portion of the term at any meeting of the Board of Directors.

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ARTICLE V

STOCK CERTIFICATES AND TRANSFERS

          Section 5.1 Stock Certificates and Transfers.

               A. Unless the Board of Directors has determined that some or all of any or all classes or series of stock shall be uncertificated shares, the interest of each stockholder of the Corporation shall be evidenced by certificates for shares of stock. The shares of the stock of the Corporation shall be transferred on the books of the Corporation by the holder thereof in person or by his attorney, upon surrender for cancellation of certificates for the same number of shares, with an assignment and power of transfer endorsed thereon or attached thereto, duly executed, and with such proof of the authenticity of the signature as the Corporation or its agents may reasonably require.

               B. Every holder of stock represented by certificates shall be entitled to have a certificate signed by, or in the name of the Corporation by the Chairman or Vice Chairman of the Board of Directors, or the President or a Vice President, and by the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary of the Corporation representing the number of shares registered in certificate form. Any or all of the signatures on the certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate has ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if he were such officer, transfer agent or registrar at the date of issue.

ARTICLE VI

INDEMNIFICATION

          Section 6.1 Right to Indemnification. Each person who was or is made a party or is threatened to be made a party to or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”), by reason of the fact that he or she is or was a director or officer of the Corporation or, while a director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan (hereinafter an “indemnitee”), where the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or agent, shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the Delaware General Corporation Law, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than permitted prior thereto), against all expense, liability and loss (including attorneys’ fees, judgments, fines, ERISA excise taxes or penalties and amounts paid in settlement) reasonably incurred or suffered by such indemnitee in connection therewith and such indemnification shall continue as to an indemnitee who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the indemnitee’s heirs, executors and administrators; provided, however, that, except as provided in Section 6.3 hereof with respect to proceedings to enforce rights to

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indemnification, the Corporation shall indemnify any such indemnitee in connection with a proceeding (or part thereof) initiated by such indemnitee only if such proceeding (or part thereof) was authorized by the Board of Directors of the Corporation.

          Section 6.2 Right to Advancement of Expenses. The right to indemnification conferred in Section 6.1 shall include the right to be paid by the Corporation the expenses incurred in defending any proceeding for which such right to indemnification is applicable in advance of its final disposition (hereinafter an “advancement of expenses”); provided, however, that, if the Delaware General Corporation Law requires, an advancement of expenses incurred by an indemnitee in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such indemnitee, including, without limitation, service to an employee benefit plan) shall be made only upon delivery to the Corporation of an undertaking (hereinafter an “undertaking”), by or on behalf of such indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal (hereinafter a “final adjudication”) that such indemnitee is not entitled to be indemnified for such expenses under this Section or otherwise.

          Section 6.3 Right of Indemnitee to Bring Suit. The rights to indemnification and to the advancement of expenses conferred in Section 6.1 and Section 6.2, respectively, shall be contract rights. If a claim under Section 6.1 or Section 6.2 is not paid in full by the Corporation within sixty days after a written claim has been received by the Corporation, except in the case of a claim for an advancement of expenses, in which case the applicable period shall be twenty days, the indemnitee may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim. If successful in whole or in part in any such suit, or in a suit brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the indemnitee shall be entitled to be paid also the expense of prosecuting or defending such suit. In (A) any suit brought by the indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the indemnitee to enforce a right to an advancement of expenses) it shall be a defense that, and (B) in any suit by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking the Corporation shall be entitled to recover such expenses upon a final adjudication that, the indemnitee has not met any applicable standard for indemnification set forth in the Delaware General Corporation Law. Neither the failure of the Corporation (including its directors who are not parties to such action, a committee of such directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such suit that indemnification of the indemnitee is proper in the circumstances because the indemnitee has met the applicable standard of conduct set forth in the Delaware General Corporation Law, nor an actual determination by the Corporation (including its directors who are not parties to such action, a committee of such directors, independent legal counsel, or its stockholders) that the indemnitee has not met such applicable standard of conduct, shall create a presumption that the indemnitee has not met the applicable standard of conduct or, in the case of such a suit brought by the indemnitee, be a defense to such suit. In any suit brought by the indemnitee to enforce a right to indemnification or to an advancement of expenses hereunder, or by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the burden of proving that the indemnitee is not entitled to be indemnified, or to such advancement of expenses, under this Section 6.3 or otherwise shall be on the Corporation.

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          Section 6.4 Non-Exclusivity of Rights. The rights to indemnification and to the advancement of expenses conferred in this Article VI shall not be exclusive of any other right which any person may have or hereafter acquire under the Certificate of Incorporation, these Amended and Restated Bylaws, or any statute, agreement, vote of stockholders or disinterested directors or otherwise.

          Section 6.5 Insurance. The Corporation may maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the Corporation or another corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the Delaware General Corporation Law.

          Section 6.6 Amendment of Rights. Any amendment, alteration or repeal of this Article VI that adversely affects any right of an indemnitee or its successors shall be prospective only and shall not limit or eliminate any such right with respect to any proceeding involving any occurrence or alleged occurrence of any action or omission to act that took place prior to such amendment or repeal.

          Section 6.7 Indemnification of Employees and Agents of the Corporation. The Corporation may, to the extent authorized from time to time by the board of directors, grant rights to indemnification, and to the advancement of expenses, to any employee or agent of the Corporation to the fullest extent of the provisions of this Section with respect to the indemnification and advancement of expenses of directors and officers of the Corporation.

ARTICLE VII

MISCELLANEOUS PROVISIONS

          Section 7.1 Fiscal Year. The fiscal year of the Corporation shall begin on the first day of January and end on the thirty-first day of December of each year.

          Section 7.2 Dividends. The Board of Directors may from time to time declare, and the Corporation may pay, dividends on its outstanding shares in the manner and upon the terms and conditions provided by law and its Certificate of Incorporation.

          Section 7.3 Seal. The corporate seal shall have inscribed the name of the Corporation thereon and shall be in such form as may be approved from time to time by the Board of Directors.

          Section 7.4 Waiver of Notice. Whenever any notice is required to be given to any stockholder or director of the Corporation under the provisions of the Delaware General Corporation Law, a waiver thereof in writing, signed by the person or persons entitled to such notice, or a waiver by electronic transmission, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. Neither the business to be transacted at, nor the purpose of, any annual or special meeting of the stockholders of the Board of Directors need be specified in any waiver of notice of such meeting.

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          Section 7.5 Audits. The accounts, books and records of the Corporation shall be audited upon the conclusion of each fiscal year by an independent certified public accountant selected by the Board of Directors, and it shall be the duty of the Board of Directors to cause such audit to be made annually.

          Section 7.6 Resignations. Any director or any officer, whether elected or appointed, may resign at any time by serving written notice of such resignation on the Chairman of the Board, the Chief Executive Officer or the Secretary, or by submitting such resignation by electronic transmission (as such term is defined in the Delaware General Corporation Law), and such resignation shall be deemed to be effective as of the close of business on the date said notice is received by the Chairman of the Board, the Chief Executive Officer, or the Secretary or at such later date as is stated therein. No formal action shall be required of the Board of Directors or the stockholders to make any such resignation effective.

          Section 7.7 Contracts. Except as otherwise required by law, the Certificate of Incorporation or these Bylaws, any contracts or other instruments may be executed and delivered in the name and on the behalf of the Corporation by such officer or officers of the Corporation as the Board of Directors may from time to time direct. Such authority may be general or confined to specific instances as the Board may determine. The Chairman of the Board, the Chief Executive Officer, the President or any Vice President may execute bonds, contracts, deeds, leases and other instruments to be made or executed for or on behalf of the Corporation. Subject to any restrictions imposed by the Board of Directors or the Chairman of the Board, the Chief Executive Officer, the President or any Vice President of the Corporation may delegate contractual powers to others under his jurisdiction, it being understood, however, that any such delegation of power shall not relieve such officer of responsibility with respect to the exercise of such delegated power.

          Section 7.8 Proxies. Unless otherwise provided by resolution adopted by the Board of Directors, the Chairman of the Board, the Chief Executive Officer, the President or any Vice President may from time to time appoint any attorney or attorneys or agent or agents of the Corporation, in the name and on behalf of the Corporation, to cast the votes which the Corporation may be entitled to cast as the holder of stock or other securities in any other corporation or other entity, any of whose stock or other securities may be held by the Corporation, at meetings of the holders of the stock and other securities of such other corporation or other entity, or to consent in writing, in the name of the Corporation as such holder, to any action by such other corporation or other entity, and may instruct the person or persons so appointed as to the manner of casting such votes or giving such consent, and may execute or cause to be executed in the name and on behalf of the Corporation and under its corporate seal or otherwise, all such written proxies or other instruments as he may deem necessary or proper in the premises.

ARTICLE VIII

AMENDMENTS

          Section 8.1 Amendments. Subject to the provisions of the Certificate of Incorporation, these Bylaws may be adopted, amended or repealed at any meeting of the Board

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of Directors by a resolution adopted by a majority of the Whole Board, provided notice of the proposed change was given in the notice of the meeting in a notice given no less than twenty-four (24) hours prior to the meeting. Subject to the provisions of the Certificate of Incorporation, the stockholders shall also have the power to adopt, amend or repeal these Bylaws, provided that notice of the proposed change was given in the notice of the meeting and provided further that, in addition to any vote of the holders of any class or series of stock of the Corporation required by law or by the Certificate of Incorporation, the affirmative vote of the holders of at least sixty-six and two-thirds percent (66 2/3%) of the voting power of all of the then-outstanding shares of the capital stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class, shall be required to adopt, amend or repeal any provision of these Bylaws.

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CERTIFICATE OF SECRETARY OF

ALIMERA SCIENCES, INC.

          The undersigned, Richard Eiswirth, hereby certifies that he is the duly elected and acting Secretary of Alimera Sciences, Inc., a Delaware corporation (the “Corporation”), and that the Bylaws attached hereto constitute the Bylaws of said Corporation as duly adopted by the Directors on October 27, 2009.

          IN WITNESS WHEREOF, the undersigned has hereunto subscribed his name this ___ day of                     , 2009.

Richard Eiswirth

Secretary

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EX-4.3

Exhibit 4.3

ALIMERA SCIENCES, INC.

SECOND AMENDED AND RESTATED

INVESTOR RIGHTS AGREEMENT

March 17, 2008

TABLE OF CONTENTS

	Page
1. Restrictions on Transfer		2
1.1 Restrictive Legends		2
1.2 Notice of Proposed Transfers		3
2. Registration Rights		3
2.1 Certain Definitions		3
2.2 Demand Registration		4
2.3 Piggyback Registration		6
2.4 Expenses of Registration		7
2.5 Obligations of the Company		8
2.6 Indemnification		9
2.7 Information by Holder		12
2.8 Transfer and Assignment of Rights		12
2.9 Form S-3		12
2.10 Delay of Registration		13
2.11 Limitations on Subsequent Registration Rights		13
2.12 Rule 144 Reporting		13
2.13 “Market Stand-Off” Agreement		13
2.14 Termination of Rights		14
3. Rights of First Refusal		14
3.1 Certain Definitions		14
3.2 Right of First Refusal		15
3.3 Required Notices		15
3.4 Company’s Right to Sell		16
3.5 Assignment of Rights of First Refusal		16
3.6 Expiration of Right		16
4. Company Covenants		16
4.1 Affirmative Covenants		16
4.2 Negative Covenants		23
4.3 Expiration of Covenants		25
5. Voting Agreement		25
5.1 Election of Directors		25
5.2 Binding Effect of Voting Agreement		25
5.3 Legends		25
5.4 Termination of Voting Agreement		26
6. Prior Agreement		26
6.1 Amendment and Restatement of Prior Agreement		26
7. Miscellaneous		26

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	Page
7.1 Governing Law		26
7.2 Successors and Assigns		26
7.3 Entire Agreement		26
7.4 Severability		26
7.5 Amendment and Waiver		27
7.6 Delays or Omissions		28
7.7 Notices, etc.		28
7.8 Attorneys’ Fees		29
7.9 Aggregation of Stock		29
7.10 Titles and Subtitles		29
7.11 Counterparts		29

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ALIMERA SCIENCES, INC.

SECOND AMENDED AND RESTATED INVESTOR

RIGHTS AGREEMENT

     THIS SECOND AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT (this “Agreement”) is entered into as of this 17^th day of March, 2008, by and among Alimera Sciences, Inc., a Delaware corporation (the “Company”), the holders of the Company’s Series A Preferred Stock (the “Series A Stock”) listed on Exhibit A attached hereto (the “Series A Investors”), the holders of the Company’s Series B Preferred Stock (the “Series B Stock”) listed on Exhibit B attached hereto (the “Series B Investors”), the holders of the Company’s Series C Preferred Stock (the “Series C Stock”) listed on Exhibit C attached hereto (the “Series C Investors”), those holders of the Company’s Common Stock listed on Exhibit D attached hereto (the “Common Holders”), and those holders of stock purchase warrants (the “Warrants”) to purchase shares of the Company’s Common Stock listed on Exhibit E attached hereto (the “Warrant Holders”). The Series A Stock, the Series B Stock and the Series C Stock, together shall be referred to herein as “Investor Stock” and, the Series A Investors, the Series B Investors and the Series C Investors, together shall be referred to herein as the “Investors”.

RECITAL

     WHEREAS, in connection with the issuance and sale of shares of the Series B Stock to the Series B Investors pursuant to that certain Series B Preferred Stock Purchase Agreement, dated as of November 22, 2005, by and among the Company and the Series B Investors, the Company, the Series A Investors, the Series B Investors, the Common Holders and the Warrant Holders entered into an Amended and Restated Investor Rights Agreement, dated November 22, 2005 (the “Prior Agreement”) to provide the Series B Investors with certain rights;

     WHEREAS, in connection with the issuance and sale of shares of the Series C Stock to the Series C Investors pursuant to that certain Series C Purchase Agreement (the “Series C Purchase Agreement”), dated as of the date hereof, by and among the Company and the Series C Investors, the Company desires to provide the Series C Investors certain rights with respect to registration of the shares of stock held by them and certain other rights with respect to such shares; and

     WHEREAS, the parties to the Prior Agreement desire to amend and restate the Prior Agreement and to accept the rights and covenants hereof in lieu of their rights and covenants under the Prior Agreement;

AGREEMENT

     NOW, THEREFORE, in consideration of the mutual agreements, covenants and conditions contained herein, the Company, the Investors, the Common Holders and the Warrant Holders hereby agree as follows.

     1. Restrictions on Transfer.

          1.1 Restrictive Legends. Each certificate representing (a) the Investor Stock, (b) the Common Stock of the Company (the “Common Stock”) issued upon conversion of the Investor Stock, (c) the Common Stock issued upon exercise of the Warrants, and (d) any other securities issued in respect of the Investor Stock or Common Stock issued upon conversion of the Investor Stock upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted by the provisions of Section 1.2 below) be stamped or otherwise imprinted with a legend in substantially the following form (in addition to any legend required under applicable state securities laws).

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE, AND MAY NOT BE SOLD, MORTGAGED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS, OR THE AVAILABILITY OF AN EXEMPTION FROM THE REGISTRATION PROVISIONS OF THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS.

THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A SECOND AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT (A COPY OF WHICH MAY BE OBTAINED UPON WRITTEN REQUEST FROM THE CORPORATION), AND BY ACCEPTING ANY INTEREST IN SUCH SECURITIES THE PERSON ACCEPTING SUCH INTEREST SHALL BE DEEMED TO AGREE TO AND SHALL BECOME BOUND BY ALL THE PROVISIONS OF SAID SECOND AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT, AS IN EFFECT FROM TIME TO TIME.

THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCK-UP PERIOD OF UP TO 180 DAYS, SUBJECT TO EXTENSION IN CERTAIN CIRCUMSTANCES, AFTER THE EFFECTIVE DATE OF THE CORPORATION’S REGISTRATION STATEMENT FILED UNDER THE ACT, AS AMENDED, AS SET FORTH IN AN AGREEMENT BETWEEN THE COMPANY AND THE ORIGINAL HOLDER OF THESE SECURITIES, A COPY OF WHICH MAY BE OBTAINED AT THE CORPORATION’S PRINCIPAL OFFICE. SUCH LOCK-UP PERIOD IS BINDING ON TRANSFEREES OF THESE SECURITIES.

     Each Holder (as defined below) consents to the Company’s making a notation on its records and giving instructions to any transfer agent of the Investor Stock or the Common Stock in order to implement the restrictions on transfer established in this Section 1.

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          1.2 Notice of Proposed Transfers. The holder of each certificate representing Registrable Securities (as defined below) by acceptance thereof agrees to comply in all respects with the provisions of this Section 1.2. Prior to any proposed sale, assignment, transfer or pledge of any Registrable Securities, unless there is in effect a registration statement under the Securities Act of 1933, as amended (the “1933 Act”) covering the proposed transfer, the holder thereof shall give written notice to the Company of such holder’s intention to effect such transfer, sale, assignment or pledge. Each such notice shall describe the manner and circumstances of the proposed transfer, sale, assignment or pledge in sufficient detail and, if reasonably requested by the Company, shall be accompanied at such holder’s expense by a written opinion of legal counsel who shall, and whose legal opinion shall, be reasonably satisfactory to the Company addressed to the Company, to the effect that the proposed transfer of the Registrable Securities may be effected without registration under the 1933 Act. Each certificate evidencing the Registrable Securities transferred as above provided shall bear, except if such transfer is made pursuant to Rule 144, the appropriate restrictive legend set forth in Section 1.1 above, except that such certificate shall not bear such restrictive legend if in the opinion of counsel for such holder and the Company such legend is not required in order to establish compliance with any provisions of the 1933 Act. Notwithstanding the foregoing, no such opinion of counsel shall be necessary for a transfer by a Holder which is (a) a partnership transferring to its partners or former partners in accordance with the partnership interests, (b) a limited liability company transferring to its members or former members in accordance with their interest in the limited liability company, or (c) a corporation transferring to its stockholders in accordance with their interest in the corporation; provided that in each case the transferee will be subject to the terms of this Agreement to the same extent as if he or she were an original Holder hereunder.

     2. Registration Rights. The Company hereby grants to each of the Holders (as defined below) the registration rights set forth in this Section 2 with respect to the Registrable Securities (as defined below) owned by such Holders. The Company and the Holders agree that the registration rights provided herein set forth the sole and entire agreement, and supersede any prior agreement, between the Company and the Holders with respect to registration rights for the Company’s securities.

          2.1 Certain Definitions. As used in this Section 2, the following terms shall have the following meanings.

               (a) The terms “register,” “registered” and “registration” refer to a registration effected by filing with the Securities and Exchange Commission (the “SEC’) a registration statement (the “Registration Statement”) in compliance with the 1933 Act, and the declaration or ordering by the SEC of the effectiveness of such Registration Statement.

               (b) The term “Registrable Securities” means (i) Common Stock issued or issuable upon conversion of the shares of Investor Stock held by Investors or any transferee as permitted by Section 2.8 hereof, (ii) Common Stock issued or issuable upon exercise of the Warrants, and (iii) any Common Stock issued as (or issuable upon the conversion or exercise of any warrant, right or other security that is issued as) a dividend or other distribution with respect to, or in exchange or in replacement of, such above-described securities; provided, however, that shares of Common Stock or other securities shall only be treated as Registrable Securities if and

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so long as (A) they have not been sold to or through a broker or dealer or underwriter in a public distribution or a public securities transaction, (B) they have not been sold in a transaction exempt from the registration and prospectus delivery requirements of the 1933 Act under Section 4(1) thereof so that all transfer restrictions and restrictive legends with respect thereto are removed upon the consummation of such sale, and (C) the registration rights associated with such securities have not been terminated pursuant to Section 2.15 hereof.

               (c) The term “Holder” (collectively, “Holders”) means each Investor and any transferee, as permitted by Section 2.8 hereof, holding Registrable Securities, securities exercisable or convertible into Registrable Securities or securities exercisable for securities convertible into Registrable Securities.

               (d) The term “Initiating Holders” means any Holder or Holders of at least 50% of the Registrable Securities then outstanding and not registered at the time of any request for registration made pursuant to Section 2.2 of this Agreement.

          2.2 Demand Registration.

               (a) Demand for Registration. If the Company shall receive from Initiating Holders a written demand that the Company effect any registration (a “Demand Registration”) of all or a portion of such Initiating Holders’ Registrable Securities then outstanding (other than a registration on Form S-3 or any related form of registration statement, such a request being provided for under Section 2.9 hereof), the Company will:

                    (i) promptly (but in any event within ten (10) days) give written notice of the proposed registration to all other Holders; and

                    (ii) use its best efforts to effect such registration as soon as practicable and as will permit or facilitate the sale and distribution of all or such portion of such Initiating Holders’ Registrable Securities as are specified in such demand, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such demand as are specified in a written demand received by the Company within fifteen (15) days after such written notice is given, provided that the Company shall not be obligated to take any action to effect any such registration pursuant to this Section 2.2:

                         (A) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the 1933 Act;

                         (B) after the Company has effected two (2) such registrations pursuant to this Section 2.2, and the sales of the shares of Common Stock under such registration have closed;

                         (C) if the Company shall furnish to such Holders a certificate signed by the President of the Company, stating that in the good faith judgment of the Board of Directors of the Company (the “Board of Directors”) it would be seriously detrimental to the Company and its stockholders for such Registration Statement to be filed at the date filing

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would be required, in which case the Company shall have an additional period or periods of not more than ninety (90) days within which to file such Registration Statement; provided, however, that the Company shall not use this right to delay the filing for more than 180 days in the aggregate in any 12-month period;

                         (D) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable, Securities and such other securities (if any) at an aggregate price to the public of less than $7,500,000; or

                         (E) prior to the earlier of: (1) the 4th anniversary of the date of this Agreement, or (2) the date 6 months after the effective date of the initial public offering of the Company’s securities.

               (b) Underwriting. If reasonably required to maintain an orderly market in the Common Stock, the Holders shall distribute the Registrable Securities covered by their demand by means of an underwriting. If the Initiating Holders intend to distribute the Registrable Securities covered by their demand by means of an underwriting, they shall so advise the Company as part of their demand made pursuant to this Section 2.2, including the identity of the managing underwriter, and the Company shall include such information in the written notice referred to in Section 2.2(a)(i). In such event, the right of any Holder to registration pursuant to this Section 2.2 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein.

     The Company shall, together with all holders of capital stock of the Company proposing to distribute their securities through such underwriting, enter into an underwriting agreement in customary form with the underwriter or underwriters selected by a majority-in-interest of the Initiating Holders and reasonably satisfactory to the Company. Notwithstanding any other provision of this Section 2.2, if the underwriter shall advise the Company that marketing factors (including, without limitation, an adverse effect on the per share offering price) require a limitation of the number of shares to be underwritten, then the Company shall so advise all Holders of Registrable Securities that have requested to participate in such offering, and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated pro rata among such Holders thereof in proportion, as nearly as practicable, to the amounts of Registrable Securities held by such Holders at the time of filing the Registration Statement. No Registrable Securities excluded from the underwriting by reason of the underwriter’s marketing limitation shall be included in such registration.

     If any Holder disapproves of the terms of the underwriting, such Holder may elect to withdraw therefrom by written notice to the Company, the underwriter and the Initiating Holders. The Registrable Securities so withdrawn shall also be withdrawn from registration.

     If the underwriter has not limited the number of Registrable Securities to be underwritten, the Company may include securities for its own account (or for the account of other stockholders) in such registration if the underwriter so agrees and if the number of Registrable Securities would not thereby be limited.

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          2.3 Piggyback Registration.

               (a) Company Registration. If at any time or from time to time the Company shall determine to register any of its securities, either for its own account or for the account of security holders, other than a registration relating solely to employee benefit plans, a registration on Form S-4 relating solely to an SEC Rule 145 transaction or a registration pursuant to Section 2.2 or 2.9 hereof, the Company will:

                    (i) promptly (but in any event within ten (10) days) give to each Holder written notice thereof; and

                    (ii) include in such registration (and any related qualification under state securities laws or other compliance), and in any underwriting involved therein, all the Registrable Securities specified in a written request or requests, made within fifteen (15) days after receipt of such written notice from the Company, by any Holder or Holders, except as set forth in Section 2.3(b) below. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.

               (b) Underwriting. If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 2.3(a)(i). In such event the right of any Holder to registration pursuant to this Section 2.3 shall be conditioned upon such Holder’s .participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein.

     All Holders proposing to distribute their Registrable Securities through such underwriting shall, together with the Company and the other parties distributing their securities through such underwriting, enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company. Notwithstanding any other provision of this Section 2.3, if the underwriter determines that marketing factors require a limitation of the number of shares to be underwritten, the underwriter may limit the number of Registrable Securities to be included in the registration and underwriting. The Company shall so advise all holders of the Company’s securities that would otherwise be registered and underwritten pursuant hereto, and the number of shares of such securities, including Registrable Securities, that may be included in the registration and underwriting shall be allocated in the following manner: shares, other than Registrable Securities and other securities that have contractual rights with respect to registration similar to those provided for in this Section 2.3, requested to be included in such registration by stockholders shall be excluded, and if a limitation on the number of shares still is required, the number of Registrable Securities and other securities that have contractual rights with respect to registration that may be included shall be allocated among the Holders thereof in proportion, as nearly as practicable, to the amounts of Registrable Securities and such other securities held by each such Holder at the time of filing the Registration Statement; provided, however, that the aggregate value of securities (including Registrable Securities) to be included in such registration by the Holders may not be so reduced

6

to less than twenty-five percent (25%) of the total value of all securities included in such registration. For purposes of any such underwriter cutback, all Registrable Securities and other securities held by any holder that is a partnership, limited liability company or corporation shall also include any Registrable Securities held by the partners, retired partners, members, stockholders or affiliated entities of such holder, or the estates and family members of any such partners, retired partners, members and any trusts for the benefit of any of the foregoing persons, and such holder and other persons shall be deemed to be a single “selling holder,” and any pro rata reduction with respect to such “selling holder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “selling holder,” as defined in this sentence. No securities excluded from the underwriting by reason of the underwriter’s marketing limitation shall be included in such registration. Nothing in this Section 2.3(b) is intended to diminish the number of securities to be included by the Company in the underwriting.

     If any Holder disapproves of the terms of the underwriting, it may elect to withdraw therefrom by written notice to the Company and the underwriter. The Registrable Securities so withdrawn shall also be withdrawn from registration.

               (c) Right to Terminate Registration. The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 2.3 prior to the effectiveness of such registration whether or not any Holder has elected to include securities in such registration and shall promptly notify any Holder that has elected to include shares in such registration of such termination or withdrawal.

          2.4 Expenses of Registration. All expenses incurred in connection with all registrations effected pursuant to Sections 2.2, 2.3 and 2.9, including without limitation all registration, filing and qualification fees (including state securities law fees and expenses), printing expenses, escrow fees, fees and disbursements of counsel for the Company (and, if it is reasonably determined that a separate special counsel for the participating Holders is necessary, the reasonable fees and disbursements of one such counsel), and expenses of any special audits incidental to or required by such registration shall be borne by the Company; provided, however, that the Company shall not be required to pay stock transfer taxes or underwriters’ discounts or selling commissions relating to Registrable Securities; and provided, further, that the Company shall not be required to pay for any expenses of any registration pursuant to Section 2.9 after the Company has effected 2 registrations pursuant to Section 2.9, in which event the Holders of Registrable Securities to be registered shall bear all such expenses pro rata on the basis of Registrable Securities to be registered. Notwithstanding anything to the contrary above, the Company shall not be required to pay for any expenses of any registration proceeding under Section 2.2 if the registration request is subsequently withdrawn at the request of the Holders of the Registrable Securities to have been registered, in which event the Holders of Registrable Securities to have been registered shall bear all such expenses pro rata on the basis of the Registrable Securities to have been registered. Notwithstanding the preceding sentence, however, if at the time of the withdrawal, the Holders have learned of a materially adverse change in the condition, business or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness after learning of such information, then the Holders shall not be required to pay any of said expenses and shall retain their rights pursuant to Section 2.2.

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          2.5 Obligations of the Company. Whenever required to effect the registration of any Registrable Securities, the Company shall, as expeditiously as reasonably possible:

               (a) prepare and file with the SEC a Registration Statement with respect to such Registrable Securities and use its diligent efforts to cause such Registration Statement to become effective, and keep such Registration Statement effective for the lesser of one hundred eighty (180) days or until the Holder or Holders have completed the distribution relating thereto;

               (b) prepare and file with the SEC such amendments and supplements to such Registration Statement and the prospectus used in connection with such Registration Statement as may be necessary to keep such Registration Statement effective and to comply with the provisions of the 1933 Act with respect to the disposition of all securities covered by such Registration Statement for the period set forth in paragraph (a) above;

               (c) furnish to the Holders such numbers of copies of a prospectus, including a preliminary prospectus, in conformity with the requirements of the 1933 Act, and such other documents as they may reasonably request in order to facilitate the disposition of Registrable Securities owned by them;

               (d) use its reasonable efforts to register or otherwise qualify the securities covered by such Registration Statement under such other securities laws of such states and other jurisdictions as shall be reasonably requested by the Holders or the managing underwriter, provided that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such states or jurisdictions;

               (e) in the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the managing underwriter of such offering. Each Holder participating in such underwriting shall also enter into and perform its obligations under such an agreement;

               (f) notify each Holder of Registrable Securities covered by such Registration Statement, at any time when a prospectus relating thereto is required to be delivered under the 1933 Act, of the happening of any event as a result of which the prospectus included in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing and amend or supplement such prospectus in order to cause such prospectus not to include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing;

               (g) use its reasonable efforts to list the Registrable Securities covered by such Registration Statement with any securities exchange on which the Common Stock is then listed;

               (h) make available for inspection by each Holder including Registrable Securities in such registration, any underwriter participating in any distribution pursuant to such

8

registration, and any attorney, accountant or other agent retained by such Holder or underwriter, all financial and other records, pertinent corporate documents and properties of the Company, as such parties may reasonably request, and cause the Company’s officers, directors and employees to supply all information reasonably requested by any such Holder, underwriter, attorney, accountant or agent in connection with such Registration Statement;

               (i) use its reasonable efforts to furnish, on the date that such Registrable Securities are delivered to the underwriters for sale, if such securities are being sold through underwriters, (i) an opinion, dated as of such date, of the counsel representing the Company for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering, addressed to the underwriters, if any, and (ii) a letter, dated as of such date, from the independent certified public accountants of the Company, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering addressed to the underwriters;

               (j) cooperate with Holders including Registrable Securities in such registration and the managing underwriters, if any, to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold, such certificates to be in such denominations and registered in such names as such Holders or the managing underwriters may request at least two (2) business days prior to any sale of Registrable Securities; and

               (k) permit any Holder which Holder, in the sole and exclusive judgment, exercised in good faith, of such Holder, might be deemed to be a controlling person of the Company, to participate in good faith in the preparation of such Registration Statement and to require the insertion therein of material, furnished to the Company in writing, that in the reasonable judgment of such Holder and its counsel should be included.

          2.6 Indemnification.

               (a) To the fullest extent permitted by law, the Company will, and does hereby undertake to, indemnify and hold harmless each Holder of Registrable Securities, each of such Holder’s officers, directors, managers, partners, members and agents, and each person controlling such Holder, legal counsel and accountants for each Holder, and each underwriter of the Company’s securities covered by such a Registration Statement, if any, and each person who controls any such underwriter, with respect to any registration, qualification or compliance effected pursuant to this Section 2 of the Registrable Securities held by or issuable to such Holder, against all claims, losses, damages and liabilities (or actions in respect thereto) to which they may become subject under the 1933 Act, the Securities Exchange Act of 1934, as amended (the “1934 Act”), or other federal or state law arising out of or based on (i) any untrue statement (or alleged untrue statement) of a material fact contained in any prospectus, offering circular or other similar document (including any related Registration Statement, notification, or the like) incident to any such registration, qualification or compliance, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances in which they were made, (ii) any violation or alleged violation by the Company of any federal, state or common law rule or regulation applicable to the Company in connection with any such registration, qualification or compliance, or (iii) any failure to register or qualify Registrable Securities in any

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state where the Company or its agents have affirmatively undertaken or agreed in writing that the Company (the undertaking of any underwriter chosen by the Company being attributed to the Company) will undertake such registration or qualification on behalf of the Holders of such Registrable Securities (provided that in such instance the Company shall not be so liable if it has undertaken its best efforts to so register or qualify such Registrable Securities) (a “Violation”) and will reimburse, as incurred, each such Holder, each such underwriter and each such director, manager, officer, partner, member agent and controlling person, for any legal and any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action; provided that the indemnity agreement contained in this Section 2.6(a) shall not apply to amounts paid in settlement of any such claim, loss; damage, liability, or action if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld), nor shall the Company be liable in any such case to the extent that any such claim, loss, damage, liability or expense arises out of or is based on any untrue statement or omission made in conformity with written information furnished to the Company expressly for use in connection with such registration, qualification or compliance by such Holder or underwriter.

               (b) To the fullest extent permitted by law, each Holder will, and if Registrable Securities held by or issuable to such Holder are included in such registration, qualification or compliance pursuant to this Section 2, does hereby undertake to indemnify and hold harmless the Company, each of its directors and officers, and each person controlling the Company within the meaning of the Securities Act, legal counsel and accountants for the Company, each underwriter of the Company’s securities covered by such a Registration Statement, if any, and each person who controls any such underwriter, and each other Holder, each of such other Holder’s officers, directors, managers, partners, members and agents and each person controlling such other Holder, against all claims, losses, damages and liabilities (or actions in respect thereof) arising out of or based on (i) any failure of such Holder or its agents or representatives to comply with the prospectus delivery requirements of the 1933 Act or any other applicable securities or blue sky law, or (ii) any untrue statement (or alleged untrue statement) of a material fact contained in any such Registration Statement, prospectus, offering circular or other document, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances in which they were made (a “Holder Violation”), and will reimburse, as incurred, the Company, each such underwriter, each such other Holder, and each such director, officer, manager, partner, member and controlling person of the foregoing, for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) was made in such Registration Statement, prospectus, offering circular or other document, in reliance upon and in conformity with written information furnished to the Company expressly for use in such registration, qualification or compliance; provided, however, that the indemnity agreement contained in this Section 2.6(b) shall not apply to amounts paid in settlement of any such claim, loss, damage, liability, or action if such settlement is effected without the consent of the Holder (which consent shall not be unreasonably withheld) nor shall a Holder be liable in any such case to the extent that any such claim, loss, damage, liability or expense arises out of or is based on any untrue statement or omission made in conformity with written information furnished to the Holder expressly for use in connection with such registration, qualification or compliance by or

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on behalf of the Company; provided, further, that the liability of each Holder hereunder shall be limited to the proportion of any such claim, loss, damage or liability that is equal to the proportion that the public offering price of the shares sold by such Holder under such Registration Statement bears to the total public offering price of all securities sold thereunder, but in any event not to exceed the net proceeds received by such Holder from the sale of securities under such Registration Statement. It is understood and agreed that the indemnification obligations of each Holder pursuant to any underwriting agreement entered into in connection with any Registration Statement shall be limited to the obligations contained in this subsection 2.6(b).

               (c) Each party entitled to indemnification under this Section 2.6 (the “Indemnified Party”) shall give notice to the party required to provide such indemnification (the “Indemnifying Party”) of any claim as to which indemnification may be sought promptly after such Indemnified Party has actual knowledge thereof, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom; provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be subject to approval by the Indemnified Party (whose approval shall not be unreasonably withheld) and that the Indemnified Party (together with all other Indemnified Parties which may be represented without conflict by one counsel) shall have the right to retain its own counsel, with the fees and expenses to be paid by the Indemnifying Party, if representation of such Indemnified Party by the counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between such Indemnified Party and any other party represented by such counsel in such proceeding; and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 2, except to the extent that such failure to give notice shall materially adversely affect the Indemnifying Party in the defense of any such claim or any such litigation. An Indemnifying Party, in the defense of any such claim or litigation, may, without the consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement that provides for solely monetary damages to be paid by the Indemnifying Party and includes as an unconditional term thereof the giving by the claimant or plaintiff therein, to such Indemnified Party, of a release from all liability with respect to such claim or litigation.

               (d) In order to provide for just and equitable contribution to joint liability under the 1933 Act in any case in which either (i) any Holder exercising rights under this Agreement, or any controlling person of any such Holder, makes a claim for indemnification pursuant to this Section 2.6 but it is judicially determined (by the entry of a final judgment or decree by a court of competent jurisdiction and the expiration of time to appeal or the denial of the last right of appeal) that such indemnification may not be enforced in such case notwithstanding the fact that this Section 2.6 provides for indemnification in such case, or (ii) contribution under the 1933 Act may be required on the part of any such Holder or any such controlling person in circumstances for which indemnification is provided under this Section 2.6; then, and in each such case, the Company and such Holder will contribute to the aggregate claims, losses, damages or liabilities to which they may be subject (after contribution from others) in such proportion as is appropriate to reflect the relative fault of the indemnifying party on the one hand and of the indemnified party on the other in connection with the Violation(s) or Holder Violation(s) that resulted in such loss, claim, damage or liability, as well as any other relevant equitable considerations. The relative fault of the indemnifying party and of the

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indemnified party shall be determined by a court of law by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission to state a material fact relates to information supplied by the indemnifying party or by the indemnified party and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. Notwithstanding the foregoing, in any case, (A) no such Holder will be required to contribute any amount in excess of the public offering price of all securities offered by it pursuant to such Registration Statement, after deduction of underwriting discounts and commissions; and (B) no person or entity guilty of fraudulent misrepresentation (within the meaning of Section 11(1) of the 1933 Act) will be entitled to contribution from any person or entity who was not guilty of such fraudulent misrepresentation.

               (e) The indemnities provided in this Section 2.6 shall survive the transfer of any Registrable Securities by such Holder.

          2.7 Information by Holder. The Holder or Holders of Registrable Securities included in any registration shall furnish to the Company such information regarding such Holder, or Holders, the Registrable Securities held by such Holder or Holders and the distribution proposed by such Holder or Holders as the Company may reasonably request in writing and as shall be required in connection with any registration, qualification or compliance referred to in this Section 2.

          2.8 Transfer and Assignment of Rights. The rights contained in Sections 2 and 3 hereof may be assigned or otherwise conveyed to transferees or assignees of Registrable Securities, who shall be considered a “Holder” for purposes hereof; provided that (i) such transfer is effected in compliance with Section 1.2 hereof, (ii) such transferee (A) is a current or former principal, manager, member, limited partner, general partner, stockholder, subsidiary or officer of such transferor of the Registrable Securities, or (B) acquires at least 200,000 shares of the transferor’s Registrable Securities (as adjusted for stock splits, stock dividends, recapitalizations and other combinations), (iii) such transferee agrees to be subject to all restrictions set forth in this Agreement and the other Ancillary Agreements (as defined in the Series C Purchase Agreement), and (iv) such transferee is not engaged in the development, sales and marketing of ophthalmic pharmaceuticals.

          2.9 Form S-3. The Company shall use its best efforts to qualify for registration on Form S-3 (or any future form that is substantially equivalent to the current Form S-3). After the Company has qualified for the use of Form S-3, the Holders of at least twenty percent (20%) of the Registrable Securities then outstanding and not registered shall have the right to request in writing registrations on Form S-3 under this Section 2.9. The Company shall give notice to all Holders of Registrable Securities of the receipt of a request for registration pursuant to this Section 2.9 and shall provide a reasonable opportunity for other Holders to participate in the registration. Subject to the foregoing, the Company will use its diligent efforts to effect as soon as practicable the registration of all shares of Registrable Securities on Form S-3 to the extent requested by the Holder or Holders thereof for purposes of disposition; provided, however, that the Company shall not be obligated to effect any such registration if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than $2,000,000. Notwithstanding the foregoing, nothing

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herein shall restrict, prohibit or limit in any way a Holder’s ability to exercise its registration rights under Sections 2.2 or 2.3 hereof. The Company shall have no obligation to take any action to effect any registration pursuant to this Section 2.9 for any of the reasons set forth in Section 2.2(a)(ii)(A) or (C) (which shall be deemed to apply to the obligations under this Section 2.9 with equal force). In addition, any registration pursuant to this Section 2.9 shall be subject to the provisions of Section 2.2(b), which shall be deemed to apply to the obligations under this Section 2.9 with equal force, except that any reference therein to Section 2.2 or a subsection thereof shall, for these purposes only, be deemed to be a reference to this Section 2.9.

          2.10 Delay of Registration. No Holder shall have any right to obtain or seek an injunction restraining or otherwise delaying any such registration as the result of any controversy that might arise with respect to the interpretation or implementation of this Section 2.

          2.11 Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders of at least a majority of the Registrable Securities then outstanding and not registered, enter into any agreement with any holder or prospective holder of any securities of the Company that would allow such holder or prospective holder to require the Company to effect a registration, or include any securities in any registration filed under Section 2.2, 2.3 or 2.9 hereof.

          2.12 Rule 144 Reporting. With a view to making available to the Holders the benefits of certain rules and regulations of the SEC that may permit the sale of the Registrable Securities to the public without registration, the Company agrees to use its diligent efforts to:

               (a) make and keep current public information available, within the meaning of SEC Rule 144 or any similar or analogous rule promulgated under the 1933 Act, at all times after it has become subject to the reporting requirements of the 1934 Act;

               (b) file with the SEC, in a timely manner, all reports and other documents required of the Company under the 1933 Act and 1934 Act (after it has become subject to such reporting requirements); and

               (c) so long as a Holder owns any Registrable Securities, furnish to such Holder forthwith upon request a written statement by the Company as to its compliance with the reporting requirements of said Rule 144 (at any time commencing ninety (90) days after the effective date of the first registration filed by the Company for an offering of its securities to the general public), the 1933 Act and the 1934 Act (at any time after it has become subject to such reporting requirements); a copy of the most recent annual or quarterly report of the Company; and such other reports and documents as a Holder may reasonably request in availing itself of any rule or regulation of the SEC allowing it to sell any such securities without registration.

          2.13 “Market Stand-Off” Agreement. Each Holder and each Common Holder hereby agrees that during a period not to exceed one hundred eighty (180) days following the effective date of the initial, effective registration statement of the Company filed under the 1933 Act (or such longer period after the expiration of the 180-day period, as the underwriters or the Company shall request in order to facilitate compliance with NASD Rule 2711 or any

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comparable or successor rule), it shall not, to the extent requested by the Company and any underwriter, sell, pledge, transfer, make any short sale of, loan, grant any option for the purchase of, or otherwise transfer or dispose of (other than to donees who agree to be similarly bound) any Common Stock held by it at any time during such period except Common Stock included in such registration or Common Stock purchased in a market transaction after the effective date of such registration statement; provided, however, that all One Percent Stockholders (as defined below), if any, and all officers and directors of the Company enter into similar agreements. In the event the Company or any underwriter releases any One Percent Stockholder, officer or director of the Company from its obligations under such similar agreements, it shall similarly release each of the Holders from its obligations hereunder on a pro rata basis, as applicable. For purposes of this Section 2.13, the term “One Percent Stockholder” shall mean a stockholder of the Company who holds at least 1% of the outstanding Common Stock of the Company (assuming conversion ‘of all outstanding Investor Stock of the Company). The underwriters in connection with the initial, effective registration statement of the Company are intended third-party beneficiaries of this Section 2.13 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. Each Holder further agrees to execute such agreements as may be reasonably requested by the underwriters that are consistent with this Section 2.13 or that are necessary to give further effect thereto.

     In order to enforce the foregoing covenant, the Company may impose stop-transfer instructions with respect to the Common Stock of the Common Holders and Registrable Securities of each Holder (and the shares or securities of every other person subject to the foregoing restriction) until the end of such period.

          2.14 Termination of Rights. The rights of any particular Holder under Sections 2 and 3 hereof shall terminate as to any Holder at the earlier of (i) the date five (5) years following the closing of a Qualified Public Offering (as defined below), or (ii) the date such Holder is able to dispose of all of its Registrable Securities in any 90-day period pursuant to SEC Rule 144 (or any similar or analogous rule promulgated under the 1933 Act), so long as the Company has completed its initial public offering and such Holder holds less than one percent (1%) of the Company’s equity securities.

     3. Rights of First Refusal.

          3.1 Certain Definitions. As used in this Section 3:

               (a) The term “Eligible Holder” shall mean a Holder, as defined in Section 2.1(c), that holds shares of the Company’s Common Stock issued or issuable upon the conversion of shares of Investor Stock.

               (b) The term “New Securities” shall mean any capital stock of the Company, whether now authorized or not, and rights, options or warrants to purchase such capital stock, and securities of any type whatsoever that are, or may become, convertible into such capital stock; provided that the term “New Securities” does not include the following issuances: (i) the issuance of shares of Common Stock upon exercise of stock options issued or issuable pursuant to that certain Alimera Sciences, Inc. 2004 Incentive Stock Plan adopted on July 7, 2004 (the “2004 Option Plan”) or that certain Alimera Sciences, Inc. 2005 Incentive

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Stock Plan adopted on November 21, 2005 (the “2005 Option Plan” and together the “Option Plans”), each as in effect from time to time, (ii) the issuance of securities in a Qualified Public Offering; (iii) the issuance of shares of Common Stock issued upon conversion of Investor Stock or upon exercise of warrants to purchase up to 1,193,171 shares of Common Stock outstanding on the date hereof; (iv) the issuance of shares of Common Stock or Investor Stock issued by way of dividend or other comparable distribution on the Investor Stock; (v) the issuance of shares of Common Stock, or securities exercisable for or convertible into Common Stock, in the aggregate not to exceed 1,000,000 shares, as adjusted for any stock dividend, split, combination or other similar recapitalization affecting such shares, of Common Stock, issued to banks or equipment lessors (and not principally for the purposes of raising capital) pursuant to equipment or other financing arrangements approved by a majority of the directors selected by the holders of Investor Stock pursuant to Article V, Subsection D.3 of the Company’s Restated Certificate of Incorporation (as in effect on the date hereof, the “Restated Certificate”) (and if no such directors are in office, each such issuance that is approved by holders of at least a majority of the outstanding Investor Stock, voting together as a single class on an as-converted basis); or (vi) the issuance of shares of Common Stock, or securities exercisable for or convertible into Common Stock, in the aggregate not to exceed 1,000,000 shares, as adjusted for any stock dividend, split, combination or other similar recapitalization affecting such shares, of Common Stock, issued pursuant to a strategic or collaborative relationship with, or the acquisition of, another company by the Corporation pursuant to a plan, agreement or other arrangement (and not principally for the purposes of raising capital) approved by a majority of the directors selected by the holders of Investor Stock pursuant to Article V, Subsection D.3 of the Restated Certificate (and if no such directors are in office, each such issuance that is approved by holders of at least a majority of the outstanding Investor Stock, voting together as a single class on an as-converted basis).

               (c) The term “Pro Rata Share” shall mean the ratio, (i) the numerator of which is the number of shares of Common Stock held by such Eligible Holder or issuable to such Eligible Holder upon the conversion of shares of Investor Stock held by such Eligible Holder, on the date of the Company’s written notice pursuant to Section 3.3 hereof, and (ii) the denominator of which is the number of shares of Common Stock outstanding, assuming for this purpose conversion or exercise of all securities convertible into or exercisable for Common Stock of the Company on the date of the Company’s written notice pursuant to Section 3.3 hereof.

          3.2 Right of First Refusal. The Company hereby grants to each Eligible Holder, subject to the terms and conditions specified in this Section 3, the right of first refusal to purchase, on the terms and conditions set forth in the Company’s notice pursuant to Section 3.3 hereof, up to its Pro Rata Share of all New Securities that the Company may, from time to time, propose to sell and issue.

          3.3 Required Notices. In the event the Company proposes to undertake an issuance of New Securities, it shall give each Eligible Holder written notice of its intention, describing the type of New Securities, the price and the general terms upon which the Company proposes to issue the same. Each Eligible Holder shall have thirty (30) days from the date of any such notice to exercise its right of first refusal under Section 3.2 hereof to purchase such New Securities for the price and upon the general terms specified in the notice by giving written notice to the Company and stating therein the quantity of New Securities to be purchased.

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          3.4 Company’s Right to Sell. If not all of the Eligible Holders elect to purchase their Pro Rata Share of the Equity Securities, then the Company shall promptly notify in writing the Eligible Holders who do so elect and shall offer such Eligible Holders the right to acquire such unsubscribed shares on a pro rata basis. The Eligible Holders shall have five (5) days after receipt of such notice to notify the Company of its election to purchase all or a portion of such unsubscribed shares. The Company shall have ninety (90) days after the thirty (30) day period described in Section 3.3 hereof to sell all such New Securities respecting which the Eligible Holders’ rights of first refusal hereunder were not exercised, at a price and upon terms no more favorable in any material respect to the purchasers thereof than specified in the Company’s notice. In the event the Company has not sold all such New Securities within such ninety (90) day period, the Company shall not thereafter issue or sell any New Securities without first notifying the Eligible Holders in the manner provided herein.

          3.5 Assignment of Rights of First Refusal. The rights of first refusal of each Eligible Holder under this Section 3 may be assigned to the same parties, subject to the same restrictions as any transfer of registration rights pursuant to Section 2.8.

          3.6 Expiration of Right. The rights of first refusal granted under this Section 3 shall not apply to, and shall expire upon, the effectiveness of a registration statement for the sale of the Company’s shares of Common Stock in a firm commitment underwritten public offering registered under the 1933 Act that results in the automatic conversion of the Investor Stock into shares of the Company’s Common Stock pursuant to the terms of the Restated Certificate (a “Qualified Public Offering”).

     4. Company Covenants. The Company hereby covenants and agrees on behalf of itself and its subsidiaries to the following.

          4.1 Affirmative Covenants. The Company hereby covenants and agrees as follows.

               (a) Financial Statements and Information. The Company will keep books of account and prepare financial statements and will cause to be furnished to each Major Investor (as defined below) the following reports (all of the foregoing and following to be kept and prepared in accordance with United States generally accepted accounting principles applied on a consistent basis), provided, however, that the Company shall not be obligated pursuant to this Section 4.1(a) to provide financial information to any person whom the Company reasonably believes is a competitor of the Company. As used herein, the term “Major Investor” means any Investor owning (either individually or collectively with its affiliates) not less than 1,500,000 shares of Registrable Securities (as adjusted for stock splits, stock dividends, combinations and other reclassifications) and each transferee who holds no less than that number of shares of Registrable Securities.

                    (i) As soon as practicable, but in any event within sixty (60) days after the end of each fiscal year of the Company, the Company will furnish to each Major Investor (A) preliminary, unaudited consolidated balance sheets of the Company and its subsidiaries, if any, as at the end of such fiscal year, and preliminary, unaudited consolidated statements of income and losses, stockholders’ equity and cash flows of the Company and its

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subsidiaries, if any, for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, if any, all in reasonable detail.

                    (ii) As soon as practicable, but in any event within five (5) months after the end of each fiscal year of the Company, the Company will furnish to each Major Investor (A) audited consolidated balance sheets of the Company and its subsidiaries, if any, as at the end of such fiscal year, and audited consolidated statements of income and losses, stockholders’ equity and cash flows of the Company and its subsidiaries, if any, for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, if any, all in reasonable detail and accompanied by a report and opinion thereon by independent auditors selected by the Board of Directors, and (B) a copy of such auditors’ management letter prepared in connection therewith, if any (such management letter is to be made available promptly after receipt by the Company, which may be greater than the aforesaid five (5) month period).

                    (iii) As soon as practicable after the end of each of the first three quarters of the fiscal year, but in any event within thirty (30) days after the end of each such quarter, the Company will furnish to each Major Investor the unaudited consolidated balance sheets of the Company and its subsidiaries, if any, as of the end of such quarter, and its unaudited consolidated statements of income and losses, stockholders’ equity and cash flows for such quarter, setting forth in each case in comparative form the figures for the corresponding period of the preceding fiscal year, all in reasonable detail, and except that such financial statements may not contain notes and will be subject to year-end adjustment.

                    (iv) As soon as practicable after the end of each month, but in any event within thirty (30) business days thereafter, the Company will furnish to each Major Investor (A) the unaudited consolidated balance sheet of the Company and its subsidiaries, if any, as of the end of such month and its unaudited statement of income and losses, stockholders’ equity and cash flows for such month, indicating actual results versus the Company’s plan for such month, setting forth in each case in comparative form the figures for the corresponding period of the preceding fiscal year, except that such financial statements may not contain notes and will be subject to year-end adjustment, and (B) a progress report from the Company’s Chief Executive Officer (the “CEO”) (provided such monthly financial information and progress report may be delivered via e-mail), outlining the status of the Company’s research, development, sales, marketing and other operating activities (personnel, financing, etc.).

                    (v) As soon as practicable, but in any event within 30 days before the beginning of each fiscal year, the Company will furnish to each Major Investor an annual operating plan and budget for the following fiscal year (which budget and plan shall include capital and operating expense budgets, cash flow projections, profit and loss projections and projected balance sheets for such year), accompanied by a report from the CEO detailing the assumptions underlying the budget and any other information necessary to make such budget and plan accurate and not misleading, and, as soon as practicable after the adoption thereof, copies of any revisions to such annual operating plan.

                    (vi) The Company will furnish to each Major Investor prompt notice of any material default of the Company under any bond, note, indenture or other debt

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instrument representing indebtedness for borrowed money and of any acceleration of indebtedness which may result therefrom.

                    (vii) The Company will furnish to each Major Investor with reasonable promptness, such other information respecting the business, properties or the condition or operations, financial or other, of the Company or any subsidiary as any Major Investor may from time to time reasonably request.

               (b) Inspection. The Company shall permit each Major Investor and its transferee(s) (provided such transfer is effected in compliance with Section 1.2 hereof), its attorney or its other representative, after executing a confidentiality agreement reasonably acceptable to the Board of Directors, to visit and inspect the Company’s properties, to examine the Company’s books of account and other records, to make copies or extracts therefrom and to discuss the Company’s affairs, finances and accounts with its officers, management, employees and independent auditors all at such reasonable times during the Company’s normal business hours and as often as such Major Investor or transferee may reasonably request; provided, however, that the Company shall not be obligated pursuant to this Section 4.1(b) to provide trade secrets or confidential information or to provide information to any person whom the Company reasonably believes is a competitor of the Company; provided, further, that such Investor shall bear any out-of-pocket costs or expenses of such investigations or inquiries.

               (c) Payment of Taxes. The Company shall pay, and cause each subsidiary to pay, and discharge all taxes, assessments and governmental charges or levies imposed upon it or upon its income, profits or business, or upon any properties belonging to it, prior to the date on which penalties attach thereto, and all lawful claims that, if unpaid, might become a lien or charge upon any properties of the Company or any subsidiary, provided that neither the Company nor any subsidiary shall be required to pay any such tax, assessment, charge, levy or claim that is being contested in good faith and by appropriate proceedings if the Company or any subsidiary shall have set aside on its books sufficient reserves, if any, with respect thereto.

               (d) Payment of Trade Debt. The Company shall pay, and cause each subsidiary to pay, when due, or in conformity with customary trade terms but not later than ninety (90) days from the due date, all lease obligations, all trade debt, and all other indebtedness incident to the operations of the Company or its subsidiaries, except such as are being contested in good faith and by proper proceedings if the Company or subsidiary concerned shall have set aside on its books sufficient reserves, if any, with respect thereto.

               (e) Maintenance of Insurance. The Company shall maintain, and cause each subsidiary to maintain, insurance with responsible and reputable insurance companies or associations in such amounts and covering such risks as is customarily carried by companies engaged in similar businesses and owning similar properties in the same general areas in which the Company or such subsidiary operates.

               (f) Intellectual Property. The Company shall secure, preserve and maintain, patents, processes, licenses, permits, trademarks, trade names, inventions, intellectual property and cause each subsidiary to secure, preserve and maintain, all licenses and other rights

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to use rights or copyrights owned or used by it to the extent necessary to the conduct of its business or the business of any subsidiary.

               (g) Compliance with Laws. The Company shall comply, and cause each subsidiary to comply, with the requirements of all applicable laws, rules, regulations and orders of any governmental authority, noncompliance with which could materially adversely affect its business or condition, financial or otherwise.

               (h) Records and Books of Account. The Company shall keep, and cause each subsidiary to keep, adequate records and books of account in which complete entries will be made in accordance with generally accepted accounting principles consistently applied, reflecting all financial transactions of the Company and any subsidiary, and in which, for each fiscal year, all proper reserves for depreciation, depletion, returns of merchandise, obsolescence, amortization, taxes, bad debts and other purposes in connection with its business shall be made.

               (i) Maintenance of Properties. The Company shall maintain and preserve, and cause each subsidiary to maintain and preserve, all of its properties and assets necessary for the proper conduct of its business, in good repair, working order and condition, ordinary wear and tear excepted.

               (j) Regulatory Compliance. The Company shall comply, and cause each subsidiary to comply, with all minimum funding requirements applicable to any pension, employee benefit plans, or employee contribution plans that are subject to the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or to the Internal Revenue Code of 1986, as amended (the “Code”), and comply, and cause each subsidiary to comply, in all other material respects with the provisions of ERISA and the Code, and the rules and regulations thereunder, which are applicable to any such plan; provided further that neither the Company nor any subsidiary will permit any event or condition to exist that would permit any such plan to be terminated under circumstances that would cause any material lien provided for in section 4068 of ERISA to attach to the assets of the Company or any subsidiary.

               (k) Compliance with Environmental Laws. The Company shall comply, and cause each subsidiary to comply, with the provisions of all federal, state and local environmental, health and safety laws, codes and ordinances and all rules and regulations promulgated thereunder, and the Company shall maintain, and cause each subsidiary to maintain, all federal, state and local permits, licenses, certificates and approvals known to the Company or any subsidiary to be required relating to (i) air emissions, (ii) discharges to surface water or ground water, (iii) noise emissions, (iv) solid or liquid waste disposal, (v) the use, generation, storage, transportation or disposal of toxic or hazardous substances or wastes (intended hereby and hereafter to include any and all such materials listed in any federal, state or local law, code or ordinance and all rules and regulations promulgated thereunder, as hazardous or potentially hazardous), or (vi) other environmental, health and safety matters.

               (l) Financings. The Company shall promptly, fully and in detail, inform the Board of Directors of any discussions, offers or contracts relating to possible financings of any nature for the Company, whether initiated by the Company or any other person, except for arrangements with trade creditors.

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               (m) Directors and Officers Insurance; Indemnification. The Company shall at all times maintain in full force and effect, directors and officers insurance providing for coverage of not less than $2,000,000 per director per occurrence. The Restated Certificate and the Company’s Bylaws, each as may be amended from time to time, shall at all times provide (i) for elimination of the liability of directors and officers to the maximum extent permitted by law, and (ii) for indemnification of directors and officers for acts on behalf of the Company to the maximum extent permitted by law.

               (n) Nondisclosure and Inventions Agreements. The Company shall require each officer, employee and consultant of the Company to enter into the Company’s standard Nondisclosure and Assignment of Inventions Agreement, in form and substance reasonably satisfactory to the Investors, prior to the commencement of such officer’s, employee’s or consultant’s employment or consulting relationship with the Company, as applicable.

               (o) Use of Proceeds. The Company shall expend the proceeds from the sale of the Series C Stock substantially in accordance with the Company’s business plan approved by the Board of Directors (including a majority of the directors selected by the holders of Preferred Stock pursuant to Article V, Subsection D.3 of the Company’s Restated Certificate) from time to time.

               (p) Key-Person Life Insurance. The Company shall at all times maintain in full force and effect, a policy of “key-person” life insurance on the life of Dan Myers with minimum coverage of $1,000,000, the proceeds of which shall be payable to the Company.

               (q) FDA Compliance. The Company shall maintain, and cause each subsidiary to maintain, such permits, licenses, franchises, authorizations and clearances (“Permits”) of governmental or regulatory authorities, including, without limitation, the Food and Drug Administration (the “FDA”) of the U.S. Department of Health and Human Services and/or any committee thereof, as are necessary to own, lease and operate its properties and to conduct its business as now conducted and as currently proposed to be conducted; the Company shall fulfill and perform, and cause each subsidiary to fulfill and perform, all such material obligations with respect to the Permits, and the Company shall conduct or sponsor, and cause each subsidiary to conduct or sponsor, feasibility, pre-clinical, clinical and other studies and tests in accordance with standard medical and scientific research procedures.

               (r) Committees of the Board of Directors. A four-member Compensation Committee of the Board of Directors (the “Compensation Committee”), for which the Chairman shall initially be Dr. Calvin Roberts, and a four-member Audit Committee (the “Audit Committee”) of the Board of Directors shall be established and maintained at all times after the date hereof, the membership of such committees to be agreed to by the Board of Directors; provided that no member of the Compensation Committee or Audit Committee shall be an employee of the Company and provided that the Intersouth Director (as defined below) shall be a member of the Compensation Committee and the Venrock Director (as defined below) shall be a member of the Compensation Committee and shall initially be the Chairman of the Audit Committee. The Chief Executive Officer or interim Chief Executive Officer of the Company shall be entitled to attend meetings of the Compensation Committee in a nonvoting

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capacity; provided, however, that such officer may be excluded from any meeting, or portion thereof, at the discretion of the Compensation Committee. The Compensation Committee will, among other things, be responsible for and have discretion concerning all compensation decisions and decisions concerning the issuance of stock options or other equity awards, including without limitation the vesting of stock options or other equity awards. The senior financial officer of the Company shall be entitled to attend meetings of the Audit Committee in a nonvoting capacity; provided, however, that such officer may be excluded from any meeting, or portion thereof, at the discretion of the Audit Committee. At least one of the directors selected by the Investors pursuant to Section 5(b) below shall be included as a member of each other committee of the Board of Directors currently existing or hereafter established by the Board of Directors, whether or not described in this section.

               (s) Stock Vesting. Unless otherwise approved by the Board of Directors, all stock and stock equivalents issued to officers, employees, directors, consultants and other service providers will be subject to vesting as determined by the Compensation Committee, with all such stock options and other equity awards approved by the Compensation Committee for officers and employees expected to vest over a period of no less than four years, with no less than twenty-five percent (25%) of each stock option or other equity award vesting only after a period of one year from the date of grant or the date the recipient was hired. If options are exercised prior to vesting, terms of any repurchase option upon termination of employment or service of the shareholder will also be determined by the Compensation Committee.

               (t) Market Standoff Agreements. The Company will require all future purchasers of stock prior to the initial public offering of the Company’s securities to execute a market standoff agreement in which the holders agree, if so requested by the Company or any underwriter’s representative in connection with an initial public offering, not to sell or otherwise transfer any securities of the Company during a period of up to 180 days following the effective date of the registration statement (or such longer period after the expiration of the 180-day period, as the underwriters or the Company shall request in order to facilitate compliance with NASD Rule 2711 or any similar or successor rule).

               (u) Preservation of Corporation Existence. The Company will preserve and maintain, and, unless the Company reasonably deems it not to be in its best interests, cause each subsidiary to preserve and maintain, its corporate existence, rights, franchises and privileges in the jurisdictions of its incorporation, and qualify and remain qualified, and cause each subsidiary to qualify and remain qualified, as a foreign corporation in each jurisdiction in which such qualification is necessary or desirable in view of its business and operations or the ownership or lease, of its properties, except when the failure to, be so qualified would not have a material adverse effect on the Company or its subsidiaries.,

               (v) Material Change; Litigation. The officers of the Company will promptly .advise the Major Investors and the Board of Directors of any material adverse change in the business or condition, financial or otherwise, of the Company and of each suit or proceeding commenced or threatened against the Company which, if adversely determined, in the reasonable judgment or the officers of the Company after consultation with counsel, would result in a material adverse change. The Company will also promptly advise the Major Investors

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of the occurrence of any event that constitutes a material breach of any covenant contained herein.

               (w) Reservation of Common Stock. The Company will at all times reserve and keep available, solely for issuance and delivery upon the conversion of the Investor Stock, all shares of Common Stock issuable upon such conversion.

               (x) Board of Directors. The Company shall call and hold meetings of the Board of Directors as determined by a majority of the Board of Directors (including a majority of the directors selected by the Investors pursuant to Section 5.1(b) below) and in accordance with the Restated Certificate and the Company’s Bylaws, each as may be amended from time to time, but in any event not less than once in every two-month period (unless 75% of the directors then in office vote to schedule meetings less frequently). Members of the Board of Directors shall be elected in accordance with the Restated Certificate, as the same may be amended from time to time, and Section 5 of this Agreement. The Company’s Bylaws shall at all times provide that (i) the CEO shall not also serve as the Chairman of the Board of Directors, and (ii) any one director, or holders of at least 10% of the Company’s outstanding Common Stock (assuming conversion of the Investor Stock) can call a meeting of the Board of Directors. The reasonable out-of-pocket expenses of members of the Board of Directors associated with attending meetings or business related to the Company will be borne by the Company, and all directors will be treated identically with regard to compensation and expense reimbursement related to their service as members of the Board of Directors.

               (y) Observation Rights. Each Investor owning (either individually or collectively with its affiliates) not less than 2,000,000 shares of Registrable Securities (as adjusted for stock splits, stock dividends, combinations and other reclassifications) and each transferee who holds (either individually or collectively with its affiliates) no less than that number of shares of Registrable Securities, shall have the right to receive notice of all meetings of the Board of Directors, to attend any such meeting (or designate its representative to attend such meeting on its behalf) as a nonvoting observer and to comment for the record at any such meeting (for purposes of this Section 4.1(y), the term “meeting” shall be deemed to include all “executive sessions” and any other similar meeting of all or part of the Board of Directors). Each observer so appointed as provided above shall sign a confidentiality agreement reasonably acceptable to the Board of Directors prior to his or her first attendance to his or her first meeting of the Board of Directors. Notwithstanding anything contained herein to the contrary, no observer shall be permitted to attend any meeting of any committee of the Board of Directors without the consent of a majority of the members of such committee (including a majority of the directors selected by the Investors pursuant to Section 5 below). The Board of Directors, or the members of any committee thereof, as applicable, shall have the right to prevent access by any or all observers to any meeting of the Board of Directors, or committee thereof, respectively, or any portion thereof, if a majority of the directors present at such meeting (including a majority of the directors selected by the Investors pursuant to Section 5 below) deem, in their sole discretion, such action necessary to protect the confidential information of the Company.

               (z) Quarterly Expense Reports. The Company shall provide to the Board of Directors, on no less than a quarterly basis, a detailed expense report from the CEO.

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               (aa) Additional Common Holders and Investors. The Company shall cause each person or entity hereafter becoming a holder of shares of the Company’s Common Stock to become a party to this Agreement as a “Common Holder,” subject to all applicable terms and provisions hereof, by having such holder execute a signature page hereto and amending Exhibit D pursuant to Section 7.5 below. The Company shall cause each person or entity hereafter becoming a holder of shares of the Series C Stock at the Second Tranche Closing (as defined in the Series C Purchase Agreement) to become a party to this Agreement as an “Investor,” subject to all applicable terms and provisions hereof, by having such holder execute a signature page hereto and amending Exhibit C pursuant to Section 7.5 below.

               (bb) Qualified Small Business Stock. The Company shall use its best efforts to comply with the reporting and record keeping requirements of Section 1202 of the Code, any regulations promulgated thereunder and any similar state laws and regulations, and agrees not to repurchase any stock of the Company if such repurchase would constitute a “significant redemption” within the meaning of Section 1202(c)(3)(B) of the Code with respect to the Preferred Stock. In addition, within ten days after an Investor’s written request therefore, the Company shall deliver to such Investor a written statement indicating whether such Investor’s interest in the Company constitutes “qualified small business stock” as defined in Section 1202(c) of the Code.

               (cc) Amendment to Certain Warrants. The Company shall use its best efforts to obtain within 120 days of the date hereof an amendment to that certain Warrant to Purchase Shares of Common Stock, identified as Warrant No. 16 in the Company’s capitalization records to provide for an adjustment effective upon a merger or other recapitalization similar to those set forth in the Company’s other warrants and reasonably acceptable to Venrock Associates IV, L.P. (the “Warrant Amendment”). Effective upon the effectiveness of the Warrant Amendment, the Investors party hereto hereby waive any and all rights that they may have as a result of the Company’s failure to effect an amendment to certain of its warrants to purchase Common Stock in accordance with Section 4.1(cc) of the Prior Agreement.

          4.2 Negative Covenants. Without limiting any other covenant or provision hereof, the Company covenants and agrees that, so long as shares of Investor Stock remain outstanding, it will, and will cause each subsidiary (to the extent applicable thereto) of the Company, if and when such subsidiary exists, to do the following.

               (a) Limitation on Guaranties: Investments: Advances or Loans. The Company and its subsidiaries shall not guarantee, create any subsidiaries, or purchase or otherwise acquire, or invest in the securities of, or make or suffer to exist any loan or advance to, or enter into any arrangement for the purpose of providing funds or credit to, or make any other investment in, any person or entity, other than as approved by the Board of Directors (including a majority of the directors selected by the Investors pursuant to Section 5 below).

               (b) Dividends and Redemptions. Except as otherwise permitted in the Restated Certificate or this Agreement, the Company shall not (i) declare or make any dividends or distributions of its cash, stock property, or assets or redeem, retire, purchase, or otherwise acquire, directly or indirectly, any of its capital stock or the capital stock or securities of any

23

affiliate or any subsidiary of the Company, or any securities convertible or exchangeable into its capital stock or the capital stock or securities of any affiliate or any subsidiary of the Company or otherwise make any distribution on account of the purchase, repurchase, redemption, put, call or other retirement of any shares of capital stock of the Company or any subsidiary thereof or of any warrant, option or other right to acquire such shares, or (ii) pay any professional consulting or management fees or any other payments to any stockholders of the Company or any subsidiary, in each case other than as approved by the Board of Directors (including a majority of the directors selected by the Investors pursuant to Section 5 below).

               (c) Sale of Assets. The Company shall not effect any sale, lease, assignment, transfer, or other conveyance of any material portion of the assets or operations or the revenue or income generating capacity of the Company (other than inventory in the ordinary course of business and other assets reasonably and in good faith determined by the Company to be obsolete or no longer necessary to the business of the Company), or to take any such action that has the effect of any of the foregoing, other than as approved by a majority of the Board of Directors (including a majority of the directors selected by the Investors pursuant to Section 5(b) below).

               (d) Executive Compensation. The Company shall not increase the compensation paid to its executive officers or directors, whether by means of salary, bonus, profit sharing, options, dividends or any other means whatsoever, other than as approved by a majority of the Board of Directors (including a majority of the directors selected by the Investors pursuant to Section 5.1(b) below).

               (e) Related Party Transactions. The Company shall not enter into any transaction or transactions with any director, officer or stockholder of the Company, or any affiliate or relative of the foregoing, other than normal payments of wages, benefits and travel expenses or advances, except upon terms that, in the opinion of the holders of a majority of the Investor Stock, are fair and reasonable and that are, in any event, at least as favorable as would result in a comparable arm’s length transaction with a person or entity not a director, officer, stockholder or affiliate of the Company or any affiliate or related party of the foregoing, or advance any monies to any such persons or entities, except for travel advances in the ordinary course of business.

               (f) Capital Expenditures. The Company shall not, without the prior approval of a majority of the Board of Directors (including a majority of the directors selected by the Investors pursuant to Section 5.1(b) below), purchase any item of equipment or make any capital expenditure (including, without limitation, expenditures under capitalized leases) in an amount in excess of 110% of the amount budgeted for such item or equipment or capital expenditure set forth in the operating plan and budget approved by the Board of Directors and delivered to the Major Investors pursuant to Section 4.1(a)(v).

               (g) Conflicts. Neither the Company nor any of its subsidiaries will enter into any contract, agreement, transaction or dealing with any one or more of its directors or stockholders, or any entity with which any director or stockholder is affiliated, either as director, officer, general partner, trustee, manager or similar management level position, as stockholder, limited partner, beneficiary, member or other equity owner, or as joint venturer, promoter, finder,

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agent, broker, dealer or otherwise, or any member of the immediate family of any such person unless the terms thereof are fully disclosed to the Board of Directors and such contract, agreement, transaction or dealing is approved in advance by (i) a majority of the disinterested members of the Board of Directors, and (ii) a majority of the disinterested directors selected by the Investors, if any.

          4.3 Expiration of Covenants. The covenants set forth in this Section 4 (other than the provisions of Section 4.1(m)) shall expire and be of no further force or effect upon the effectiveness of a Qualified Public Offering (as defined in Section 3.5 hereof). After such time, the Investors shall be entitled to receive such annual and quarterly reports as the Company shall distribute to its stockholders generally.

     5. Voting Agreement.

          5.1 Election of Directors. From and after the execution of the Series C Purchase Agreement, the Board of Directors will consist of seven (7) persons. Each time the stockholders of the Company meet, or act by written consent in lieu of a meeting, for the purpose of electing the directors to serve on the Board of Directors, each Common Holder and each Investor shall vote all of the shares of the Company’s capital stock owned by it (whether now owned are acquired hereafter) in order to cause the election of (a) the individual then serving as the CEO; (b) five (5) designees of the holders of Investor Stock, one of whom shall be designated by each of (i) Intersouth Partners VI, L.P. (the “Intersouth Director”), (ii) Domain Partners VI, L.P., (iii) Polaris Venture Partners IV, L.P., (iv) BAVP, L.P., and (v) Venrock Associates IV, L.P. (the “Venrock Director”), who shall be the designees of the holders of the Investor Stock pursuant to Article V, Subsection D.3 of the Restated Certificate; and (c) one (1) independent outsider who is not an employee or officer of the Company and who is mutually agreed to by the CEO and Investors holding at least two-thirds (2/3) of the Investor Stock (the “Independent Director”), and who initially shall be Dr. Calvin Roberts. Each Common Holder and each Investor agrees that no director may be removed from office without the approval or request of the stockholder or stockholders that designated such director in accordance with this Section 5.1 and upon any such request, each Common Holder and each Investor agrees to take all such actions reasonably necessary to effectuate such removal. In addition, in the event the CEO resigns or is removed for any reason, each Common Holder and each Investor agrees to take all such actions reasonably necessary to remove him or her from the Board of Directors as soon as practicable thereafter.

          5.2 Binding Effect of Voting Agreement. The voting agreement set forth in this Section 5 shall be binding upon any transferee of shares of the Company’s stock held by the Investors and Common Holders. Each such transferee shall execute documents assuming the obligations of the transferor under this Section 5 prior to the completion of such transfer.

          5.3 Legends. Each certificate held by or issued to the Investors or the Common Holders, whether now outstanding or subsequently issued, shall be surrendered to the Company for endorsement or be endorsed by the Company prior to its issuance with substantially the following legend.

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THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A VOTING AGREEMENT AMONG THE HOLDER OF THESE SECURITIES AND CERTAIN OTHER HOLDERS OF THE ISSUER’S SECURITIES WHICH PLACES CERTAIN RESTRICTIONS ON THE VOTING OF THE SECURITIES REPRESENTED HEREBY. BY ACCEPTING ANY INTEREST IN SUCH SECURITIES, THE PERSON ACCEPTING SUCH INTEREST SHALL BE DEEMED TO AGREE TO AND SHALL BECOME BOUND BY ALL OF THE PROVISIONS OF SUCH AGREEMENT. COPIES OF SUCH VOTING AGREEMENT MAY BE OBTAINED UPON WRITTEN REQUEST BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE SECRETARY OF THE CORPORATION AT THE PRINCIPAL EXECUTIVE OFFICES OF THE CORPORATION.

          5.4 Termination of Voting Agreement. The covenants set forth in this Section 5 shall terminate upon the earliest of (a) the closing of a Qualified Public Offering (as defined in Section 3.5 hereof); (b) such time as the Company shall be subject to the reporting requirements arising under the 1934 Act, or any successor statute and any applicable rules promulgated thereunder by the SEC; or (c) the date 10 years from the date hereof.

     6. Prior Agreement.

          6.1 Amendment and Restatement of Prior Agreement. The Prior Agreement is hereby amended in its entirety and restated herein. Such amendment and restatement is effective upon the execution of this Agreement by the Company and the holders of two-thirds (2/3) of the Investor Stock and a majority of the Common Stock outstanding as of the date of this Agreement. Upon such execution, all provisions of, rights granted and covenants made in the Prior Agreement are hereby waived, released and superseded in their entirety and shall have no further force or effect, including, without limitation, all rights of first refusal and any notice period associated therewith otherwise applicable to the transactions contemplated by the Series B Purchase Agreement.

     7. Miscellaneous.

          7.1 Governing Law. This Agreement shall be governed by the laws of the State of Delaware without regard to choice of law provisions.

          7.2 Successors and Assigns. Except as otherwise expressly provided herein, the provisions hereof shall inure to the benefit of, and be binding upon, the successors, assigns, heirs, executors and administrators of the parties hereto.

          7.3 Entire Agreement. This Agreement constitutes the full and entire understanding and agreement among the parties with regard to the subjects hereof. Nothing in this Agreement, express or implied, is intended to confer upon any party, other than the parties hereto and their successors and assigns, any rights, remedies, obligations or liabilities under or by reason of this Agreement, except as expressly provided herein.

          7.4 Severability. Any invalidity, illegality or limitation of the enforceability with respect to any Holder of any one or more of the provisions of this Agreement, or any part

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thereof, whether arising by reason of the law of any such person’s domicile or otherwise, shall in no way affect or impair the validity, legality or enforceability of this Agreement with respect to any other Holder. In case any provision of this Agreement shall be invalid, illegal or unenforceable, it shall to the extent practicable, be modified so as to make it valid, legal and enforceable and to retain as nearly as practicable the intent of the parties, and the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

          7.5 Amendment and Waiver. Except as otherwise expressly provided herein, any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance, either retroactively or prospectively and either for a specified period of time or indefinitely) with the written consent of the Company and the Investors, or their transferees, holding at least two thirds (2/3) of the shares of Investor Stock and voting together as a single group (treated as if converted at the conversion rate then in effect and including, for such purposes, shares of Common Stock into which any shares of Investor Stock shall have been converted that are held by a Holder); provided, however, that no such amendment or waiver shall reduce the aforesaid percentage of Investor Stock and Common Stock issued upon conversion thereof, the holders of which are required to consent to any waiver or supplemental agreement, without the consent of the holders of all of such Investor Stock and Common Stock; provided, further, that any amendment to Sections 5.1(a), 5.1(c), 5.3, 5.4 or 5.5 shall also require the consent of the holders of at least a majority of the shares of Common Stock issued to, or issuable upon exercise of options or warrants held by, the Common Holders. Any amendment or waiver effected in accordance with this Section 7.5 shall be binding upon the Company, each Common Holder, each Investor and each transferee of the Registrable Securities; and provided, further, that notwithstanding the foregoing, (i) Section 5.1(b)(i) shall not be amended or waived without the written consent of Intersouth Partners VI, L.P., (ii) Section 5.1(b)(ii) shall not be amended or waived without the written consent of Domain Partners VI, L.P., Section 5.1(b)(iii) shall not be amended or waived without the written consent of Polaris Venture Partners IV, L.P., (iv) Section 5.1(b)(iv) shall not be amended or waived without the written consent of BAVP, L.P., and Section 5.1(b)(v) shall not be amended or waived without the written consent of Venrock Associates IV, L.P., at any time during which such party has the right to designate a director to the Board of Directors pursuant to the applicable clause of Section 5.1(b); and provided, further, that any waiver or amendment of the provisions of Section 3 hereof in connection with a transaction shall be binding upon the Company and each Eligible Holder only if, in the event that any other Eligible Holder (a “Purchasing Holder”) is purchasing shares of the Company’s capital stock notwithstanding such waiver or amendment, each other Eligible Holder is offered the right to purchase in such transaction the same portion of such Eligible Holder’s Pro Rata Share as the Purchasing Holder is purchasing of such Purchasing Holder’s Pro Rata Share. Upon the effectuation of each such amendment or waiver, the Company shall promptly give written notice thereof to the Investors and Common Holders who have not previously consented thereto in writing: Notwithstanding anything to the contrary in this Section 7.5, the Company shall be entitled to, (A) in accordance with Section 4.1(aa), include additional holders of its Series C Stock and Common Stock as parties to this Agreement, and to treat such holders as “Investors” or “Common Holders,” as the case may be, hereunder by having each such holder execute a signature page hereto, amend Exhibit C and/or Exhibit D, as applicable, attached hereto and provide such amended Exhibit C and/or Exhibit D to the other parties to this Agreement and (B) amend Exhibit  C (and provide of such amended Exhibit C to the other parties

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to this Agreement) as soon as reasonably practicable following the Second Tranche Closing to reflect the actual number of shares of Series C Preferred Stock acquired in the Second Tranche Closing by each Investor that participated in the First Tranche Closing.

          7.6 Delays or Omissions. No delay or omission to exercise any right, power or remedy accruing to the Company, the Investors, or any transferees upon any breach, default or noncompliance of the Investors or any transferee or the Company under this Agreement, shall impair any such right, power or remedy, nor shall it be construed to be a waiver of any such breach, default or noncompliance, or any acquiescence therein, or of any similar breach, default or noncompliance thereafter occurring. It is further agreed that any waiver, permit, consent or approval of any kind or character on the part of the Company or the Investors of any breach, default or noncompliance under this Agreement or any waiver on the Company’s or the Investors’ part of any provisions or conditions of this Agreement must be in writing and shall be effective only to the extent specifically set forth in such writing and that all remedies, either under this Agreement, by law, or otherwise afforded to the Company and the Investors, shall be cumulative and not alternative.

          7.7 Notices, etc. Any notice required or permitted under this Agreement shall be given in writing and shall be deemed effectively given and received: (a) upon personal delivery to the party to be notified; (b) upon delivery by confirmed facsimile transmission if received by the recipient before 5:00 p.m. local time on a business day, and if not, then the next business day; (c) if to a U.S. resident, five (5) days after deposit with the United States Post Office, by registered or certified mail, postage prepaid; or (d) if to a U.S. resident, one (1) business day after deposit with a nationally recognized overnight courier service (or if to a non-U.S. resident, two (2) business days after deposit with an internationally recognized overnight courier service, specifying international priority delivery), and addressed:

(a)   if to the Company, at:

Alimera Sciences, Inc.
6120 Windward Parkway, Suite 290
Alpharetta, GA 30005
Attn: Chief Executive Officer
Telephone: 678-990-5740
Fax: 678-990-5744

With a copy to:

Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP
610 Lincoln Street
Waltham, MA 02451
Attn: Jay Hachigian, Esq.
Telephone: 781-795-3550
Fax: 781-622-1622

or at such other address as the Company shall have furnished to the Investors in writing;

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               (b) if to the Investors, at the addresses of such Investors specified on Exhibit A, Exhibit B or Exhibit C hereto, or at such other addresses as the Investors shall have furnished to the Company in writing;

               (c) if to a Holder other than the Investors, at such Holder’s address as shall have been furnished to the Company in writing; and

               (d) if to the Common Holders, at the addresses of such Common Holders specified on Exhibit D hereto, or at such other addresses as the Common Holders shall have furnished to the Company in writing.

          7.8 Attorneys’ Fees. In the event that any suit or action is instituted under or in relation to this Agreement, including without limitation to enforce any provision in this Agreement, the prevailing party in such dispute shall be entitled to recover from the losing party all fees, costs and expenses of enforcing any right of such prevailing party under or with respect to this Agreement, including without limitation, such reasonable fees and expenses of attorneys and accountants, which shall include, without limitation, all fees, costs and expenses of appeals.

          7.9 Aggregation of Stock. All shares of Registrable Securities held or acquired by affiliated entities or persons or persons or entities under common management or control shall be aggregated together for the purpose of determining the availability of any rights under this Agreement.

          7.10 Titles and Subtitles. The titles of the sections and subsections of this Agreement are for convenience of reference only and are not to be considered in construing this Agreement.

          7.11 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one instrument.

[Remainder of page intentionally left blank]

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     IN WITNESS WHEREOF, this Second Amended and Restated Investor Rights Agreement has been duly executed and delivered by the parties as of the date first above written.

COMPANY:

ALIMERA SCIENCES, INC.

By:

Name: 

Title:

Signature Page to
Second Amended and Restated Investor Rights Agreement

     IN WITNESS WHEREOF, this Second Amended and Restated Investor Rights Agreement has been duly executed and delivered by the parties as of the date first above written.

INVESTORS:
VENROCK PARTNERS, L.P.
by its General Partner, Venrock Partners
Management, LLC
VENROCK ASSOCIATES IV, L.P.
by its General Partner, Venrock Management IV,
LLC
VENROCK ENTREPRENEURS FUND IV, L.P.
by its General Partner, VEF Management IV, LLC
By:
Name:
Title:	Member

Signature Page to
Second Amended and Restated Investor Rights Agreement

     IN WITNESS WHEREOF, this Second Amended and Restated Investor Rights Agreement has been duly executed and delivered by the parties as of the date first above written.

INVESTORS:
INTERSOUTH PARTNERS V, L.P.
By:	Intersouth Associates V, L.P.,
	its General Partner
By:
Name:
Title:
INTERSOUTH AFFILIATES V, L.P.
By:	Intersouth Associates V, LLC,
	its General Partner
By:
Name:
Title:
INTERSOUTH PARTNERS VI, L.P.
By:	Intersouth Associates VI, LLC,
	its General Partner
By:
Name:
Title:

Signature Page to
Second Amended and Restated Investor Rights Agreement

     IN WITNESS WHEREOF, this Second Amended and Restated Investor Rights Agreement has been duly executed and delivered by the parties as of the date first above written.

INVESTORS:
INTERSOUTH PARTNERS VII, L.P.
By:	Intersouth Associates VII, L.P.,
	its General Partner
By:
Name:
Title:

Signature Page to
Second Amended and Restated Investor Rights Agreement

     IN WITNESS WHEREOF, this Second Amended and Restated Investor Rights Agreement has been duly executed and delivered by the parties as of the date first above written.

INVESTORS:
BAVP, L.P.
By:	BA Venture Partners VI, LLC,
	its general partner
By:
Name:
	Managing Director

Signature Page to
Second Amended and Restated Investor Rights Agreement

     IN WITNESS WHEREOF, this Second Amended and Restated Investor Rights Agreement has been duly executed and delivered by the parties as of the date first above written.

INVESTORS:

G&H PARTNERS

By:

Name:

Title:

Signature Page to
Second Amended and Restated Investor Rights Agreement

     IN WITNESS WHEREOF, this Second Amended and Restated Investor Rights Agreement has been duly executed and delivered by the parties as of the date first above written.

INVESTORS:
POLARIS VENTURE PARTNERS IV, L.P.
By:	Polaris Venture Management Co. IV, L.L.C.,
	its General Partner
By:
Name:
Title:
POLARIS VENTURE PARTNERS
ENTREPRENEURS’ FUND IV, L.P.
By:	Polaris Venture Management Co. IV, L.L.C.,
	its General Partner
By:
Name:
Title:

Signature Page to
Second Amended and Restated Investor Rights Agreement

     IN WITNESS WHEREOF, this Second Amended and Restated Investor Rights Agreement hat been duly executed and delivered by the parties as of the date first above written.

INVESTORS:
DOMAIN PARTNERS VI, L.P.
By:	One Palmer Square Associates VI, L.L.C.,
	its General Partner
By:
Name:
Title:
DP VI ASSOCIATES, L.P.
By:	One Palmer Square Associates VI, L.L.C.,
	its General Partner
By:
Name:
Title:

Signature Page to
Second Amended and Restated Investor Rights Agreement

     IN WITNESS WHEREOF, this Amended and Restated Investor Rights Agreement has been duly executed and delivered by the parties as of the date first above written.

INVESTOR/COMMON HOLDER:

Dr. Calvin Roberts

Signature Page to
Second Amended and Restated Investor Rights Agreement

     IN WITNESS WHEREOF, this Second Amended and Restated Investor Rights Agreement has been duly executed and delivered by the parties as of the date first above written.

COMMON STOCKHOLDERS:

C. Daniel Myers

David Holland

Alisa Hudzina

Susan Caballa

David Eitel

Signature Page to
Second Amended and Restated Investor Rights Agreement

EXHIBIT A

SCHEDULE OF SERIES A INVESTORS

Name and Address	No. of Shares of Series A Stock
Intersouth Partners V, L.P. 3211 Shannon Road, Suite 610 Durham, NC 27707 Attn: Philip Tracy Facsimile: (919) 493-6649		2,539,618
with a copy to:
Wyrick Robbins Yates & Ponton LLP 4101 Lake Boone Trail, Suite 300 Raleigh, NC 27607 Attn: Anthony L. Williams Telephone: 919-781-4000 Facsimile: 919-781-4865
Intersouth Affiliates V, L.P. 3211 Shannon Road, Suite 610 Durham, NC 27707 Attn: Philip Tracy Facsimile: (919) 493-6649		116,096
with a copy to:
Wyrick Robbins Yates & Ponton LLP 4101 Lake Boone Trail, Suite 300 Raleigh, NC 27607 Attn: Anthony L. Williams Telephone: 919-781-4000 Facsimile: 919-781-4865
Intersouth Partners VI, L.P. 3211 Shannon Road, Suite 610 Durham, NC 27707 Attn: Philip Tracy Facsimile: (919) 493-6649		2,655,715
with a copy to:
Wyrick Robbins Yates & Ponton LLP 4101 Lake Boone Trail, Suite 300 Raleigh, NC 27607
Attn: Anthony L. Williams Telephone: 919-781-4000 Facsimile: 919-781-4865

E-1

Name and Address	No. of Shares of Series A Stock
BAVP, L.P. 950 Tower Lane Suite 700 Foster City, CA 94044 Attn: Mark Brooks Facsimile: (650) 378-6040		5,311,429
Domain Partners VI, L.P. One Palmer Square, Suite 515 Princeton, NJ 08542 Attn: Brian Halak Facsimile: (609) 683-4581		5,255,110
DP VI Associates, L.P. One Palmer Square, Suite 515 Princeton, NJ 08542 Attn: Brian Halak Facsimile: (609) 683-4581		56,319
Polaris Venture Partners IV, L.P. 1000 Winter Street, Suite 3350 Waltham, MA 02451 Attn: Bryce Youngren Fax: (781) 290-0880		5,219,317
Polaris Venture Partners Entrepreneurs’ Fund IV, L.P. 1000 Winter Street, Suite 3350 Waltham, MA 02451 Attn: Bryce Youngren Fax: (781) 290-0880		92,112
C&B Capital, L.P. 4200 Northside Parkway, N.W. Building One, Suite 100 Atlanta, Georgia 30327 Attn: Theodore J. Bender, III		632,564
Thomas L. Shields, Jr. 1750 W. Sussex Atlanta, GA 30306		36,899

E-2

Name and Address	No. of Shares of Series A Stock
BFG Investments, LLC (Robert B. Braden) 931 Ponce de Leon Ave, NE Atlanta, GA 30306		36,899
BFG Investments, LLC (Peter B. Fellman) 931 Ponce de Leon Ave, NE Atlanta, GA 30306		36,899
REDLOH Capital, LLC 3333 Riverwood Parkway, Suite 400 Atlanta, GA 30339 Attn: J.C. Pendrey, Jr.		36,899
Linda T. and Jimmy D. Veal 290 Osprey Place Brunswick, GA 31525		84,342
Hugh S. Hill 4027 River Ridge Chase Marietta, GA 30067		50,605
DC&M Partnership 41 Muscogee Ave. N.W. Atlanta, GA 30305 Attn: David F. Walbert		36,899
SOLFAM Trust Philip Solomons, Tstee 5 Mad Anthony Lane Savannah, GA 31411		253,025
Plunkett Family, LP L. Richard Plunkett, Managing Partner 196 Folds Road Carrollton, GA 30116		36,899
Paul Linck 419 Mill Creek Bend Atlanta, GA 30307		36,899

E-3

EXHIBIT B

SCHEDULE OF SERIES B INVESTORS

Name and Address	No. of Shares of Series B Stock
Venrock Associates IV, L.P. 2494 Sand Hill Road, Suite 200 Menlo Park, CA 94025 Attn: Anders Hove Facsimile: (650) 561-9180	7,628,696
Intersouth Partners V, L.P. 3211 Shannon Road, Suite 610 Durham, NC 27707 Attn: Philip Tracy Facsimile: (919) 493-6649	1,823,258
with a copy to:
Wyrick Robbins Yates & Ponton LLP 4101 Lake Boone Trail, Suite 300 Raleigh, NC 27607 Attn: Anthony L. Williams Telephone: 919-781-4000 Facsimile: 919-781-4865
Intersouth Affiliates V, L.P. 3211 Shannon Road, Suite 610 Durham, NC 27707 Attn: Philip Tracy Facsimile: (919) 493-6649	83,914
with a copy to:
Wyrick Robbins Yates & Ponton LLP 4101 Lake Boone Trail, Suite 300 Raleigh, NC 27607 Attn: Anthony L. Williams Telephone: 919-781-4000 Facsimile: 919-781-4865

E-4

Name and Address	No. of Shares of Series B Stock
Intersouth Partners VI, L.P. 3211 Shannon Road, Suite 610 Durham, NC 27707 Attn: Philip Tracy Facsimile: (919) 493-6649	1,907,176
with a copy to:
Wyrick Robbins Yates & Ponton LLP 4101 Lake Boone Trail, Suite 300 Raleigh, NC 27607 Attn: Anthony L. Williams Telephone: 919-781-4000 Facsimile: 919-781-4865
BAVP, L.P. 950 Tower Lane Suite 700 Foster City, CA 94044 Attn: Mark Brooks Facsimile: (650) 378-6040	3,814,348
Domain Partners VI, L.P. One Palmer Square, Suite 515 Princeton, NJ 08542 Attn: Brian Halak Facsimile: (609) 683-4581	3,773,902
DP VI Associates, L.P. One Palmer Square, Suite 515 Princeton, NJ 08542 Attn: Brian Halak Facsimile: (609) 683-4581	40,446
Polaris Venture Partners IV, L.P. 1000 Winter Street, Suite 3350 Waltham, MA 02451 Attn: Bryce Youngren Fax: (781) 290-0880	3,744,138

E-5

Name and Address	No. of Shares of Series B Stock
Polaris Venture Partners Entrepreneurs’ Fund IV, L.P. 1000 Winter Street, Suite 3350 Waltham, MA 02451 Attn: Bryce Youngren Fax: (781) 290-0880	70,210
C&B Capital, L.P. 4200 Northside Parkway, N.W. Building One, Suite 100 Atlanta, Georgia 30327 Attn: Theodore J. Bender, III	515,740
Thomas L. Shields, Jr. 1750 W. Sussex Atlanta, GA 30306	38,694
BFG Investments, LLC (Robert B. Braden) 931 Ponce de Leon Ave, NE Atlanta, GA 30306	38,694
BFG Investments, LLC (Peter B. Fellman) 931 Ponce de Leon Ave, NE Atlanta, GA 30306	38,694
REDLOH Capital, LLC 3333 Riverwood Parkway, Suite 400 Atlanta, GA 30339 Attn: J.C. Pendrey, Jr.	38,694
Linda T. and Jimmy D. Veal 290 Osprey Place Brunswick, GA 31525	88,433
DC&M Partnership 41 Muscogee Ave. N.W. Atlanta, GA 30305 Attn: David F. Walbert	38,694

E-6

Name and Address	No. of Shares of Series B Stock
SOLFAM Trust Philip Solomons, Tstee 5 Mad Anthony Lane Savannah, GA 31411	265,299
Plunkett Family, LP L. Richard Plunkett, Managing Partner 196 Folds Road Carrollton, GA 30116	38,694
Paul Linck 419 Mill Creek Bend Atlanta, GA 30307	38,694
Dr. Calvin Roberts	177,301
Zachary Veal 138 Foxcreek Boulevard Brunswick, GA 31523	22,108
Zachary Veal 138 Foxcreek Boulevard Brunswick, GA 31523	22,108
Michel Benton	10,000
Janice Dee Weber	10,000
Sharon Louise Hill 4027 River Ridge Chase Marietta, GA 30067	13,060
James Loftin	10,000
Irene T. Kramer and Jerry D. Kramer JTWROS	10,000

E-7

EXHIBIT C

SCHEDULE OF SERIES C INVESTORS

	Shares of Series C Stock	Shares of Series C Stock
Name and Address	First Tranche	Second Tranche
Venrock Associates IV, L.P. 2494 Sand Hill Road, Suite 200 Menlo Park, CA 94025 Attn: Anders Hove Facsimile: (650) 561-9180	2,535,263	49,990
Venrock Entrepreneurs’ Fund IV, L.P. 2494 Sand Hill Road, Suite 200 Menlo Park, CA 94025 Attn: Anders Hove Facsimile: (650) 561-9180	62,291	1,228
Venrock Partners, L.P. 2494 Sand Hill Road, Suite 200 Menlo Park, CA 94025 Attn: Anders Hove Facsimile: (650) 561-9180	517,019	10,195
Intersouth Partners VII, L.P. 3211 Shannon Road, Suite 610 Durham, NC 27707 Attn: Philip Tracy Facsimile: (919) 493-6649	1,923,397	37,925
with a copy to:
Wyrick Robbins Yates & Ponton LLP 4101 Lake Boone Trail, Suite 300 Raleigh, NC 27607 Attn: Anthony L. Williams Telephone: 919-781-4000 Facsimile: 919-781-4865

E-8

	Shares of Series C Stock	Shares of Series C Stock
Name and Address	First Tranche	Second Tranche
Intersouth Partners VI, L.P. 3211 Shannon Road, Suite 610 Durham, NC 27707 Attn: Philip Tracy Facsimile: (919) 493-6649	1,923,399	37,926
with a copy to:
Wyrick Robbins Yates & Ponton LLP 4101 Lake Boone Trail, Suite 300 Raleigh, NC 27607 Attn: Anthony L. Williams Telephone: 919-781-4000 Facsimile: 919-781-4865
BAVP, L.P. 950 Tower Lane Suite 700 Foster City, CA 94044 Attn: Mark Brooks Facsimile: (650) 378-6040	3,846,797	75,851
Domain Partners VI, L.P. One Palmer Square, Suite 515 Princeton, NJ 08542 Attn: Brian Halak Facsimile: (609) 683-4581	3,806,008	75,047
DP VI Associates, L.P. One Palmer Square, Suite 515 Princeton, NJ 08542 Attn: Brian Halak Facsimile: (609) 683-4581	40,790	804
Polaris Venture Partners IV, L.P. 1000 Winter Street, Suite 3350 Waltham, MA 02451 Attn: Bryce Youngren Fax: (781) 290-0880	3,776,009	74,455

E-9

	Shares of Series C Stock		Shares of Series C Stock
Name and Address	First Tranche		Second Tranche
Polaris Venture Partners Entrepreneurs’ Fund IV, L.P. 1000 Winter Street, Suite 3350 Waltham, MA 02451 Attn: Bryce Youngren Fax: (781) 290-0880		70,789		1,396
Dr. Calvin Roberts		213,699		4,214
Janice Dee Weber 849 Chestnut Lake Drive NE Marietta, GA 30068		0		3,328
REDLOH Capital, LLC JC Pendrey, Jr. 3333 Riverwood Parkway, Suite 400 Atlanta, GA 30339		0		30,294
Jerry D. Kramer/Irene T. Kramer 3882 The Ascent NE Atlanta, GA 30319		0		3,328
BFG Investments LLC (Braden) Robert B. Braden 931 Ponce de Leon Avenue Atlanta, GA 30306		0		30,294
BFG Investments LLC (Fellman) Robert B. Braden 931 Ponce de Leon Avenue Atlanta, GA 30306		0		30,294
Thomas L. Shields, Jr. 1750 W Sussex Atlanta, GA 30306		0		29,579
C&B Capital II, L.P. Edward S. Croft, III, its Manager C&B Capital II GP, LLC, its General Partner c/o Croft & Bender LLC Building One, Suite 100 4200 Northside Parkway, NW Atlanta, GA 30327		0		216,879

E-10

	Shares of Series C Stock		Shares of Series C Stock
Name and Address	First Tranche		Second Tranche
C&B Capital II (PF), L.P. Edward S. Croft, III, its Manager C&B Capital II GP, LLC, its General Partner c/o Croft & Bender LLC Building One, Suite 100 4200 Northside Parkway, NW Atlanta, GA 30327		0		178,006
James Loftin 6630 Chambrel Way Sawanee, GA 30024		0		6,656
Sharon Louise Hill 4027 River Ridge Chase Marietta, GA 30067		0		40,563
Michel Benton 802 Sterling Falls Circle Canton, GA 30114		0		3,328
Linda T. and Jimmy D. Veal 290 Osprey Place Brunswick, GA 31525		0		32,908
Daniel D. Veal 136 Foxcreek Boulevard Brunswick, GA 31523		0		7,358
Zachry T. Veal 138 Foxcreek Boulevard Brunswick, GA 31523		0		7,358
Paul Linck 419 Mill Creek Boulevard Atlanta, GA 30307		0		29,579
G&H Partners 155 Constitution Drive Menlo Park, CA 71429		0		10,002

E-11

EXHIBIT D

SCHEDULE OF COMMON HOLDERS

Name and Address of Common Holder	No. of Shares of Common Stock
Alisa Hudzina		100,000
Amanda Whittington and Scott Whittington, JTWROS		2,500
Arthur Murray		25,000
Barry Dabbs		25,000
BFG Investments, LLC		18,448
Brian Burks		1,250
Brian Whitright		208,083
Bryan & Mary Grissett		50,000
Buddy King		250,000
Barry Burden and Michelle Howard Burden, JTWROS		1,563
C&B Capital, LP
C. Daniel Myers		1,100,000
Calvin Roberts		300,000
Charles Bradford Myers		10,000
Charles Myers		5,000
Chris Freund		8,334
Corissa Vossbrink		2,500
Daniel White		550,000
David Eitel		10,000

E-12

Name and Address of Common Holder	No. of Shares of Common Stock
David Holland		400,000
David K. and Gail Z. Kinser		5,000
David Preston White		5,000
Davis Myers		20,000
DC&B Partnership		9,224
Deanna Magdich		20,000
Deborah Chafin and David Chafin, Community Property		16,666
Domain Partners VI, LP
Don Testerman		5,000
Evan Myers		20,000
Frances Kane		28,125
George Ritacco		8,333
Grayson Davis Myers		5,000
Greta Myers		5,000
Holly Reynerson and Jayme K. Reynerson, as Community Property		2,500
J. Randall Carroll		100,000
James D. Loftin		10,000
James Seifert II		12,500
Jean Norris		3,563
Jeff Bradsha		10,000
Jeff German and Marianne German, JTWROS		12,500

E-13

Name and Address of Common Holder	No. of Shares of Common Stock
Jeff Holden and Rhonda E. Holden, Community Property with the Right of Survivorship		3,594
Jeffrey Mason		10,000
Jennifer Burnette		5,000
Jessica Robinson		5,625
Jim Harris		8,333
Joan Kaimer (Trust)		50,000
Katherine Booms		100
Kari Kubala		2,500
Karen Hutton Powell and Matthew Blake Powell, JTWROS		17,813
Karen Myers		15,000
Keith Jeremy Caballa		25,000
Keith Seifert Sr.		12,500
Kelly Seifert and Kevin Seifert, JTWROS		1,250
Kerry Jo Nantz		5,000
Kevin Carroll		10,000
Linda T. and Jimmy D. Veal		21,085
Mark Testerman		400,000
Mark Testerman and Sara Sue Testerman, JTWROS		107,495
Nancy Boyd		5,000
Patrick Hickock		100,000
Paul David Kinser		5,000

E-14

Name and Address of Common Holder	No. of Shares of Common Stock
Paul Linck		9,224
Plunkett Family LP		9,224
Randy Rhino		10,000
REDLOH Capital, LLC		9,224
Richard Lamar Wakefield		25,000
Robert & Nancy Sharp		25,000
Robert Thomas Cooksey		25,000
Rose Berube		2,500
Scott Kilburn		25,000
Sharon Louise Hill (fka, Hugh Hill)		52,651
SOLFAM Trust		363,256
Susan Caballa		175,000
Susan Liguori		25,000
Susan Thomspon		5,000
Thomas Davenport		25,000
Thomas L. Shields		9,224
Timothy Czerwionka and Rebekah Czerwionka, as Community Property		2,500
Tony Catanzaro		25,000
Tracy Aiken		50,000
Tracy Puckett and Etienne Puckett, JTWROS		46,748
UBS Financial Services		25,000
Virginia Morris		5,000
White Family Trust		30,000

E-15

EXHIBIT E

WARRANT HOLDERS

E-17

EX-4.4

Exhibit 4.4

ALIMERA SCIENCES, INC.

SECOND AMENDED AND RESTATED STOCK SALE AGREEMENT

     THIS SECOND AMENDED AND RESTATED STOCK SALE AGREEMENT (the “Agreement”) is made this 17^th day of March, 2008, by and among Alimera Sciences, Inc., a Delaware corporation (the “Company”), the holders of the Company’s Common Stock, par value $0.01 per share (the “Common Stock”), listed on the Schedule of Common Holders attached as Exhibit A hereto (the “Common Holders”), the holders of the Company’s Series A Preferred Stock, par value $0.01 per share (the “Series A Stock”), listed on Exhibit B attached hereto (the “Series A Investors”), the holders of the company’s Series B Preferred Stock, par value $0.01 share (the “Series B Stock”), listed on Exhibit C hereto (the “Series B Investors”) and the holders of the Company’s Series C Preferred Stock, par value $0.01 per share (the “Series C Stock”, and together with the Series A Stock and Series B Stock, the “Preferred Stock”), listed on Exhibit D attached hereto (the “Series C Investors” and, together with the Series A Investors and the Series B Investors, the “Investors”). The Common Holders, the Series A Investors, the Series B Investors, and the Series C Investors, collectively shall be referred to herein as the “Stockholders.”

RECITALS

     WHEREAS, each Common Holder is the holder of outstanding shares of Common Stock;

     WHEREAS, the Company proposes to obtain equity financing from the Series C Investors pursuant to that certain Series C Preferred Stock Purchase Agreement, dated as of the date hereof (the “Series C Purchase Agreement”), by and among the Company and the Series C Investors, which financing the Company, the Common Holders, the Series A Investors and the Series B Investors believe to be in the best interests of the Company and its stockholders;

     WHEREAS, the Investors are parties to an Amended and Restated Stock Sale Agreement dated November 22, 2005 by and among the Company, the Series A Investors, the Series B Investors and the Common Holders (the “Prior Agreement”);

     WHEREAS, the parties to such Prior Agreement desire to amend and restate the Prior Agreement and to accept the rights and covenants hereof in lieu of their rights and covenants under the Prior Agreement; and

     WHEREAS, the Series C Investors have requested, as a condition to entering into the Series C Purchase Agreement, that the Common Holders, the Series A Investors and the Series B Investors enter into this Agreement, and the Common Holders, the Series A Investors and the Series B Investors, as an inducement to the Series C Investors to enter into the Series C Purchase Agreement, are willing to enter into this Agreement.

AGREEMENT

     NOW, THEREFORE, in consideration of the premises, and the mutual covenants and terms hereof, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows.

     1. Prohibited Transfers. Except for a Permitted Transfer (as defined herein), the Common Holders shall not sell, assign, transfer, pledge, hypothecate, mortgage or dispose of, by gift or otherwise, or in any way encumber, whether voluntarily or by operation of law (a “Transfer”), all or any part of the Shares (as hereinafter defined) owned by them during the term of this Agreement other than in compliance with the terms of this Agreement. For purposes of this Agreement, the term “Shares” shall mean and include all shares of capital stock of the Company owned or held at any time by a Common Holder or by any transferee thereof. Shares owned or held by a Common Holder shall include shares of capital stock which the Common Holder has the right to acquire upon the conversion or exercise of all securities convertible into or exercisable for Common Stock of the Company, and any reference to a Transfer of Shares shall include a Transfer of such convertible securities.

     2. Rights of First Refusal and Co-Sale.

          2.1 Right of First Refusal.

               (a) If at any time any Common Holder (the “Seller”) desires (or is required) to Transfer any Shares to a third party other than the Company (the “Buyer”), such Seller shall provide notice of such proposed sale to the Company and the Investors in accordance with Section 2.3 hereof, and the Company shall have a period of 15 days after its receipt of such notice (such date of receipt, the “Notice Date”) to elect to purchase all of the Shares proposed to be sold or transferred by the Seller (the “Offered Shares”) at the same price per share and on the same terms and conditions as involved in such sale or disposition. The Company shall promptly deliver a copy of each such notice to the members of its Board of Directors.

               (b) If the Company does not elect to purchase all of the Offered Shares pursuant to Section 2.1(a), then for a period of 30 days from the Notice Date, each Investor (or any transferee of the Investor) shall have the right to require, as a condition to such sale or transfer, that the Seller sell to such Investor (or such transferee) at the same price per share and on the same terms and conditions as involved in such sale or disposition that percentage (subject to overallotment rights) of the Offered Shares expressed by a fraction, the numerator of which is the number of shares of Common Stock (less any shares of Ineligible Stock (as defined below)) and Preferred Stock (on an as-converted to Common Stock basis) then held by the Investor (or such transferee), and the denominator of which is the aggregate number of all shares of Common Stock (less all shares of Ineligible Stock) and Preferred Stock then held by all the Investors and transferees of the Investors, if any, on an as-converted to Common Stock basis. Notwithstanding the foregoing, any such Investor may, at the time it accepts the offer, subscribe to purchase any or all securities offered (“Oversubscription Securities”) which may be available as a result of the rejection, or partial rejection, of the offer by other Investors. All Oversubscription Securities shall be offered, on a pro rata basis, to those Investors electing to purchase Oversubscription Securities. The sale of Oversubscription Securities shall continue pursuant to the process set

2

forth in the immediately preceding sentence until all of the Offered Shares have been purchased by the Investors or until no Investor desires to purchase any remaining Offered Shares.

               (c) Notwithstanding the foregoing, in the event that the Company and the Investors do not purchase all of the Offered Shares, then the Seller may sell all of the Offered Shares to the Buyer, except as provided in Section 2.2.

          2.2 Right of Co-Sale. If the Seller desires (or is required) to Transfer any Shares to a Buyer, each Investor (or any transferee of the Investor) shall have the right, in lieu of exercise of its right of first refusal as provided in Section 2.1(b) above, to require, as a condition to such Transfer, that the Buyer purchase from the Investor (or such transferee), that percentage of the Offered Shares not otherwise purchased by the Company or the Investors pursuant to Section 2.1 above that is expressed by a fraction, the numerator of which is the number of shares of Preferred Stock (on an as-converted into Common Stock basis) and Common Stock (less any shares of Ineligible Stock) then held by the Investor (or such transferee), and the denominator of which is the number of shares of Preferred Stock (on an as-converted into Common Stock basis) and Common Stock (less all shares of Ineligible Stock) held by all the Investors and the Seller.

          2.3 Notice. In the event the Seller proposes to undertake a Transfer of Shares, it shall give the Company, Investors and transferees of the Investors, if any, written notice of its intention, describing the price and general terms upon which the Seller proposes to transfer Shares. The Company shall have 15 days, and the Investors and transferees of the Investors, if any, shall have 30 days from the Notice Date to either (a) exercise the right of first refusal under Section 2.1 for the price and upon the general terms specified in the notice by giving written notice to the Seller and stating therein the quantity of Shares to be purchased, or (b) if applicable, exercise the right of co-sale under Section 2.2 hereof by giving written notice to the Seller and stating therein the quantity of Shares to be included in the Transfer. The closing of the Transfer of Shares covered by any such exercise of rights by the Company or Investors pursuant to Section 2.1 or 2.2 shall occur on the date, if any, set forth in the Seller’s notice pursuant to this Section 2.3 or on such other date as the parties may agree, provided that if no date is so specified, the closing shall occur on the date 45 days after the date of the Seller’s notice pursuant to this Section 2.3, or on such other date as the parties may agree. At the closing, the selling parties shall deliver certificates representing the securities to be sold, duly endorsed for Transfer and accompanied by all requisite transfer taxes, if any, and such securities to be transferred shall be free and clear of any liens, claims or encumbrances (other than restrictions imposed pursuant to this Agreement and applicable federal and state securities laws), and the purchasing parties shall deliver payment of the purchase price therefor on the terms described in the Seller’s written notice pursuant to this Section 2.3.

          2.4 Transfer of Rights. The rights contained in this Section 2 may be assigned or otherwise conveyed to transferees or assignees of the Investors’ shares of Preferred Stock and Common Stock issued upon conversion of such Preferred Stock, which transferees or assignees will be considered “Investors” for purposes hereof.

          2.5 Transfers Constituting Liquidating Event. In the event of any Transfer or proposed Transfer that, together with all other transfers of shares, or rights to acquire shares, that are part of the same transaction or series of related transactions, constitutes or would constitute a

3

Liquidating Event for purposes of the Company’s Restated Certificate of Incorporation (the “Certificate of Incorporation”), then such Transfer may not take place unless and until, prior to the consummation of such Transfer the Investors shall have been paid in full the amounts to which they are entitled upon such Liquidating Event under the Certificate of Incorporation.

     3. Permitted Transfers. The rights and transfer restrictions set forth in Section 2 hereof shall not apply to: (a) any Transfer of Shares by gift or bequest or through inheritance to, or for the benefit of, any spouse, ancestor, sibling or descendant of such individual Common Holder or any other person approved by a majority of the Board of Directors (including, for this purpose, a majority of the directors elected by the holders of Preferred Stock pursuant to Article V, Subsection D.3 of the Company’s Certificate of Incorporation); (b) any Transfer of Shares by an individual Common Holder to a trust for the benefit of any spouse, ancestor, sibling or descendant of such Common Holder; (c) a Transfer of Shares by a Common Holder to the Company; and (d) any Transfer of Shares by a Common Holder that is an entity to such entity’s stockholders, members, partners or other equity holders (in each case set forth in (a) through (d) above, a “Permitted Transfer”). Any such Permitted Transfer shall be subject to the terms and provisions of this Agreement, and the transferee receiving Shares (other than where the Company is the transferee) shall be bound by the terms and conditions of this Agreement to the same extent as the person making such Transfer. Each transferee in a Permitted Transfer (other than where the Company is the transferee) after the date of this Agreement shall execute and deliver to the Company a counterpart of this Agreement as a condition to the effectiveness of such Permitted Transfer.

     4. Termination. The rights set forth in this Agreement shall terminate upon the effective date of the closing of an underwritten public offering pursuant to an effective registration statement under the 1933 Act, covering the offer and sale of Common Stock of the Company to the public where the Company receives proceeds of $50,000,000 or more (net of underwriters discounts and commissions), and the price per share to the public is not less than $5.93, subject to adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization.

     5. Specific Performance. The rights of the parties under this Agreement are unique and, accordingly, the parties shall, in addition to such other remedies as may be available to any of them at law or in equity, have the right to enforce their rights hereunder by actions for specific performance to the extent permitted by law.

     6. Legend. Each certificate held by or issued to the Common Holders, whether now outstanding or subsequently issued, shall be surrendered to the Company for endorsement or be endorsed by the Company prior to its issuance with substantially the following legend.

THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A STOCK SALE AGREEMENT AMONG THE HOLDER OF THESE SECURITIES AND CERTAIN OTHER HOLDERS OF THE ISSUER’S SECURITIES. BY ACCEPTING ANY INTEREST IN SUCH SECURITIES, THE PERSON ACCEPTING SUCH INTEREST SHALL BE DEEMED TO AGREE TO AND SHALL BECOME BOUND BY ALL OF THE PROVISIONS OF SUCH AGREEMENT. COPIES OF SUCH AGREEMENT MAY BE

4

OBTAINED UPON WRITTEN REQUEST BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE SECRETARY OF THE CORPORATION AT THE PRINCIPAL EXECUTIVE OFFICES OF THE CORPORATION.

     Nothing in this Agreement should be construed as a modification or amendment of any restrictions on transfer under applicable federal or state securities laws.

     7. Additional Common Holders. The Company shall cause each person or entity hereafter becoming a holder of shares of the Company’s Common Stock to become a party to this Agreement as a “Common Holder,” subject to all applicable terms and provisions hereof, by having such holder execute a signature page hereto and amending Exhibit A pursuant to Section 9.3 below.

     8. Amendment and Restatement of Prior Agreement. The Prior Agreement is hereby amended in its entirety and restated herein. Such amendment and restatement is effective upon the execution of this Agreement by the Company, the holders of at least two-thirds (2/3) of the outstanding Common Stock as of the date of this Agreement held by the Common Holders providing services to the Company as an officer, employee or consultant, and the holders of at least a majority of the outstanding Preferred Stock as of the date of this Agreement. Upon such execution, all provisions of, rights granted and covenants made in the Prior Agreement are hereby waived, released and superseded in their entirety and shall have no further force or effect.

     9. General Provisions.

          9.1 Governing Law. This Agreement shall be governed by the laws of the State of Delaware without regard to choice of law provisions.

          9.2 Entire Agreement. This Agreement constitutes the entire agreement among the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings between them or any of them as to such subject matter. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their heirs, executors, legal representative, successors and permitted transferees, except as may be expressly provided otherwise herein.

          9.3 Amendments and Waivers. Except as otherwise expressly provided herein, this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance, either retroactively or prospectively and either for a specified period of time or indefinitely) only upon the written consent of: (a) the Company, (b) the holders of at least a majority of the then outstanding Common Stock held by the Common Holders then providing services to the Company as an officer, employee or consultant, and (c) the holders of at least a majority of the then outstanding Preferred Stock held by the Investors. Notwithstanding anything to the contrary in this Section 9.3, the Company shall be entitled to in accordance with Section 7, include additional holders of its Common Stock as parties to this Agreement, and to treat such holders as “Common Holders” hereunder by having each such holder execute a signature page hereto, amending Exhibit A attached hereto and providing such amended Exhibit A to the other parties to this Agreement.

5

          9.4 Severability. In the case any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of this Agreement and such invalid, illegal and unenforceable provision shall be reformed and construed so that it will be valid, legal, and enforceable to the maximum extent permitted by law.

          9.5 Successors and Assigns. The provisions hereof shall inure to the benefit of, and be binding upon, the parties hereto and their respective successors, assigns, heirs, executors and administrators and other legal representatives.

          9.6 Ownership. Each Common Holder represents and warrants that he, she or it is the sole legal and beneficial owner of those Shares he or she currently holds subject to this Agreement and that no other person has any interest (other than a community property interest) in such shares.

          9.7 Notice. Any notice required or permitted under this Agreement shall be given in writing and shall be deemed effectively given and received: (a) upon personal delivery to the party to be notified; (b) upon delivery by confirmed facsimile or electronic transmission if received by the recipient before 5:00 p.m. local time on a business day, and if not, then the next business day; (c) if to a U.S. resident, five (5) days after deposit with the United States Post Office, by registered or certified mail, postage prepaid; or (d) if to a U.S. resident, one (1) business day after deposit with a nationally recognized overnight courier service (or if to a non-U.S. resident, two (2) business days after deposit with an internationally recognized overnight courier service, specifying international priority delivery), and addressed to the parties at the addresses of the parties set forth at the end of this Agreement or such other address as a party may request by notifying the other in writing.

          9.8 Attorneys’ Fees. In the event that any suit or action is instituted under or in relation to this Agreement, including without limitation to enforce any provision in this Agreement, the prevailing party in such dispute shall be entitled to recover from the losing party all fees, costs and expenses of enforcing any right of such prevailing party under or with respect to this Agreement, including without limitation, such reasonable fees and expenses of attorneys and accountants, which shall include, without limitation, all fees, costs and expenses of appeals.

          9.9 Delays or Omissions. Any party’s failure to enforce any provision or provisions of this Agreement shall not in any way be construed as a waiver of any such provision or provisions, nor prevent that party thereafter from enforcing each and every other provision of this Agreement. The rights granted to the parties herein are cumulative and not alternative.

          9.10 Intent. The Stockholders agree to execute upon request any further documents or instruments necessary or desirable to carry out the purposes or intent of this Agreement.

          9.11 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be enforceable against the parties actually executing such counterparts, and all of which together shall constitute one instrument.

6

[Remainder of page intentionally left blank]

7

     IN WITNESS WHEREOF, this Second Amended and Restated Stock Sale Agreement has been duly executed and delivered by the parties as of the date first above written.

COMPANY:

ALIMERA SCIENCES, INC.

By:

Name:

Title:

Signature Page to
Second Amended and Restated Stock Sale Agreement

     IN WITNESS WHEREOF, this Second Amended and Restated Stock Sale Agreement has been duly executed and delivered by the parties as of the date first above written.

INVESTORS:
INTERSOUTH PARTNERS V, L.P.
By:	Intersouth Associates V, L.P.,
	its General Partner
By:
Name:
Title:
INTERSOUTH AFFILIATES V, L.P.
By:	Intersouth Associates V, LLC,
	its General Partner
By:
Name:
Title:
INTERSOUTH PARTNERS VI, L.P.
By:	Intersouth Associates VI, LLC,
	its General Partner
By:
Name:
Title:

Signature Page to
Second Amended and Restated Stock Sale Agreement

     IN WITNESS WHEREOF, this Second Amended and Restated Stock Sale Agreement has been duly executed and delivered by the parties as of the date first above written.

INVESTORS:
INTERSOUTH PARTNERS VII, L.P.
By:	Intersouth Associates VII, L.P.,
	its General Partner
By:
Name:
Title:

Signature Page to
Second Amended and Restated Stock Sale Agreement

     IN WITNESS WHEREOF, this Second Amended and Restated Stock Sale Agreement has been duly executed and delivered by the parties as of the date first above written.

INVESTORS:
VENROCK PARTNERS, L.P.
by its General Partner, Venrock Partners Management, LLC
VENROCK ASSOCIATES IV, L.P.
by its General Partner, Venrock Management IV, LLC
VENROCK ENTREPRENEURS FUND IV, L.P.
by its General Partner, VEF Management IV, LLC
By:
Name:
Title:	Member

Signature Page to
Second Amended and Restated Stock Sale Agreement

     IN WITNESS WHEREOF, this Second Amended and Restated Stock Sale Agreement has been duly executed and delivered by the parties as of the date first above written.

INVESTORS:
BAVP, L.P.
By:	BA Venture Partners VI, LLC,
	its general partner
By:
Name:
	Managing Director

Signature Page to
Second Amended and Restated Stock Sale Agreement

     IN WITNESS WHEREOF, this Second Amended and Restated Stock Sale Agreement has been duly executed and delivered by the parties as of the date first above written.

INVESTORS:
POLARIS VENTURE PARTNERS IV, L.P.
By:	Polaris Venture Management Co. IV, L.L.C.,
	its General Partner
By:
Name:
Title:
POLARIS VENTURE PARTNERS ENTREPRENEURS’ FUND IV, L.P.
By:	Polaris Venture Management Co. IV, L.L.C.,
	its General Partner
By:
Name:
Title:

Signature Page to
Second Amended and Restated Stock Sale Agreement

     IN WITNESS WHEREOF, this Second Amended and Restated Stock Sale Agreement has been duly executed and delivered by the parties as of the date first above written.

INVESTORS:
DOMAIN PARTNERS VI, L.P.
By:	One Palmer Square Associates VI, L.L.C.,
	its General Partner
By:
Name:
Title:
DP VI ASSOCIATES, L.P.
By:	One Palmer Square Associates VI, L.L.C.,
	its General Partner
By:
Name:
Title:

Signature Page to
Second Amended and Restated Stock Sale Agreement

     IN WITNESS WHEREOF, this Second Amended and Restated Stock Sale Agreement has been duly executed and delivered by the parties as of the date first above written.

INVESTORS:

G&H PARTNERS

By:

Name:

Title:

Signature Page to
Second Amended and Restated Stock Sale Agreement

     IN WITNESS WHEREOF, this Second Amended and Restated Stock Sale Agreement has been duly executed and delivered by the parties as of the date first above written.

INVESTOR/COMMON HOLDER:

Dr. Calvin Roberts

Signature Page to
Second Amended and Restated Stock Sale Agreement

     IN WITNESS WHEREOF, this Second Amended and Restated Stock Sale Agreement has been duly executed and delivered by the parties as of the date first above written.

COMMON STOCKHOLDERS:

C. Daniel Myers

David Holland

Alisa Hudzina

Susan Caballa

David Eitel

Signature Page to
Second Amended and Restated Stock Sale Agreement

EXHIBIT A

SCHEDULE OF COMMON HOLDERS

Name and Address of Common Holder1	No. of Shares of Common Stock
Alisa Hudzina		100,000
Amanda Whittington and Scott Whittington, JTWROS		2,500
Arthur Murray		25,000
Barry Dabbs		25,000
BFG Investments, LLC		18,448
Brian Burks		1,250
Brian Whitright		208,083
Bryan & Mary Grissett		50,000
Buddy King		250,000
Barry Burden and Michelle Howard Burden, JTWROS		1,563
C&B Capital, LP
C. Daniel Myers		1,100,000
Calvin Roberts		300,000
Charles Bradford Myers		10,000
Charles Myers		5,000
Chris Freund		8,334
Corissa Vossbrink		2,500
Daniel White		550,000

¹ Address as set forth in the Company’s stock records.

E-1

Name and Address of Common Holder1	No. of Shares of Common Stock
David Eitel		10,000
David Hollan		400,000
David K. and Gail Z. Kinser		5,000
David Preston White		5,000
Davis Myers		20,000
DC&B Partnership		9,224
Deanna Magdich		20,000
Deborah Chafin and David Chafin, Community Property		16,666
Domain Partners VI, LP
Don Testerman		5,000
Evan Myers		20,000
Frances Kane		28,125
George Ritacco		8,333
Grayson Davis Myers		5,000
Greta Myers		5,000
Holly Reynerson and Jayme K. Reynerson, as Community Property		2,500
J. Randall Carroll		100,000
James D. Loftin		10,000
James Seifert II		12,500
Jean Norris		3,563
Jeff Bradsha		10,000
Jeff German and Marianne German, JTWROS		12,500

E-2

Name and Address of Common Holder1	No. of Shares of Common Stock
Jeff Holden and Rhonda E. Holden, Community Property with the Right of Survivorship		3,594
Jeffrey Mason		10,000
Jennifer Burnette		5,000
Jessica Robinson		5,625
Jim Harris		8,333
Joan Kaimer (Trust)		50,000
Katherine Booms		100
Kari Kubala		2,500
Karen Hutton Powell and Matthew Blake Powell, JTWROS		17,813
Karen Myers		15,000
Keith Jeremy Caballa		25,000
Keith Seifert Sr.		12,500
Kelly Seifert and Kevin Seifert, JTWROS		1,250
Kerry Jo Nantz		5,000
Kevin Carroll		10,000
Linda T. and Jimmy D. Veal		21,085
Mark Testerman		400,000
Mark Testerman and Sara Sue Testerman, JTWROS		107,495
Nancy Boyd		5,000
Patrick Hickock		100,000
Paul David Kinser		5,000

E-3

Name and Address of Common Holder1	No. of Shares of Common Stock
Paul Linck		9,224
Plunkett Family LP		9,224
Randy Rhino		10,000
REDLOH Capital, LLC		9,224
Richard Lamar Wakefield		25,000
Robert & Nancy Sharp		25,000
Robert Thomas Cooksey		25,000
Rose Berube		2,500
Scott Kilburn		25,000
Sharon Louise Hill (fka, Hugh Hill)		52,651
SOLFAM Trust		363,256
Susan Caballa		175,000
Susan Liguori		25,000
Susan Thomspon		5,000
Thomas Davenport		25,000
Thomas L. Shields		9,224
Timothy Czerwionka and Rebekah Czerwionka, as Community Property		2,500
Tony Catanzaro		25,000
Tracy Aiken		50,000
Tracy Puckett and Etienne Puckett, JTWROS		46,748
UBS Financial Services		25,000
Virginia Morris		5,000
White Family Trust		30,000

E-4

EXHIBIT B

SCHEDULE OF SERIES A INVESTORS

Name and Address	Shares of Series A Stock
Intersouth Partners V, L.P. 3211 Shannon Road, Suite 610 Durham, NC 27707 Attn: Philip Tracy Facsimile: (919) 493-6649		2,539,618
with a copy to:
Wyrick Robbins Yates & Ponton LLP 4101 Lake Boone Trail, Suite 300 Raleigh, NC 27607 Attn: Anthony L. Williams Telephone: 919-781-4000 Facsimile: 919-781-4865
Intersouth Affiliates V, L.P. 3211 Shannon Road, Suite 610 Durham, NC 27707 Attn: Philip Tracy Facsimile: (919) 493-6649		116,096
with a copy to:
Wyrick Robbins Yates & Ponton LLP 4101 Lake Boone Trail, Suite 300 Raleigh, NC 27607 Attn: Anthony L. Williams Telephone: 919-781-4000 Facsimile: 919-781-4865

E-5

Name and Address	Shares of Series A Stock
Intersouth Partners VI, L.P. 3211 Shannon Road, Suite 610 Durham, NC 27707 Attn: Philip Tracy Facsimile: (919) 493-6649		2,655,715
with a copy to:
Wyrick Robbins Yates & Ponton LLP 4101 Lake Boone Trail, Suite 300 Raleigh, NC 27607 Attn: Anthony L. Williams Telephone: 919-781-4000 Facsimile: 919-781-4865
BAVP, L.P. 950 Tower Lane Suite 700 Foster City, CA 94044 Attn: Mark Brooks Facsimile: (650) 378-6040		5,311,429
Domain Partners VI, L.P. One Palmer Square, Suite 515 Princeton, NJ 08542 Attn: Brian Halak Facsimile: (609) 683-4581		5,255,110
DP VI Associates, L.P. One Palmer Square, Suite 515 Princeton, NJ 08542 Attn: Brian Halak Facsimile: (609) 683-4581		56,319
Polaris Venture Partners IV, L.P. 1000 Winter Street, Suite 3350 Waltham, MA 02451 Attn: Bryce Youngren Fax: (781) 290-0880		5,219,317

E-6

Name and Address	Shares of Series A Stock
Polaris Venture Partners Entrepreneurs’ Fund IV, L.P. 1000 Winter Street, Suite 3350 Waltham, MA 02451 Attn: Bryce Youngren Fax: (781) 290-0880		92,112
C&B Capital, L.P. 4200 Northside Parkway, N.W. Building One, Suite 100 Atlanta, Georgia 30327 Attn: Theodore J. Bender, III		632,564
Thomas L. Shields, Jr. 1750 W. Sussex Atlanta, GA 30306		36,899
BFG Investments, LLC (Robert B. Braden) 931 Ponce de Leon Ave, NE Atlanta, GA 30306		36,899
BFG Investments, LLC (Peter B. Fellman) 931 Ponce de Leon Ave, NE Atlanta, GA 30306		36,899
REDLOH Capital, LLC 3333 Riverwood Parkway, Suite 400 Atlanta, GA 30339 Attn: J.C. Pendrey, Jr.		36,899
Linda T. and Jimmy D. Veal 290 Osprey Place Brunswick, GA 31525		84,342
Sharon Louise Hill 4027 River Ridge Chase Marietta, GA 30067		50,605
DC&M Partnership 41 Muscogee Ave. N.W. Atlanta, GA 30305 Attn: David F. Walbert		36,899

E-7

Name and Address	Shares of Series A Stock
SOLFAM Trust Philip Solomons, Tstee 5 Mad Anthony Lane Savannah, GA 31411		253,025
Plunkett Family, LP L. Richard Plunkett, Managing Partner 196 Folds Road Carrollton, GA 30116		36,899
Paul Linck 419 Mill Creek Bend Atlanta, GA 30307		36,899

E-8

EXHIBIT C

SCHEDULE OF SERIES B INVESTORS

Name and Address	Shares of Series B Stock
Venrock Associates IV, L.P. 2494 Sand Hill Road, Suite 200 Menlo Park, CA 94025 Attn: Anders Hove Facsimile: (650) 561-9180		6,209,758
Venrock Entrepreneurs’ Fund IV, L.P. 2494 Sand Hill Road, Suite 200 Menlo Park, CA 94025 Attn: Anders Hove Facsimile: (650) 561-9180		152,574
Venrock Partners, L.P. 2494 Sand Hill Road, Suite 200 Menlo Park, CA 94025 Attn: Anders Hove Facsimile: (650) 561-9180		1266,364
Intersouth Partners V, L.P. 3211 Shannon Road, Suite 610 Durham, NC 27707 Attn: Philip Tracy Facsimile: (919) 493-6649		1,823,258
with a copy to:
Wyrick Robbins Yates & Ponton LLP 4101 Lake Boone Trail, Suite 300 Raleigh, NC 27607 Attn: Anthony L. Williams Telephone: 919-781-4000 Facsimile: 919-781-4865

E-9

Name and Address	Shares of Series B Stock
Intersouth Affiliates V, L.P. 3211 Shannon Road, Suite 610 Durham, NC 27707 Attn: Philip Tracy Facsimile: (919) 493-6649		83,914
with a copy to:
Wyrick Robbins Yates & Ponton LLP 4101 Lake Boone Trail, Suite 300 Raleigh, NC 27607 Attn: Anthony L. Williams Telephone: 919-781-4000 Facsimile: 919-781-4865
Intersouth Partners VI, L.P. 3211 Shannon Road, Suite 610 Durham, NC 27707 Attn: Philip Tracy Facsimile: (919) 493-6649		1,907,176
with a copy to:
Wyrick Robbins Yates & Ponton LLP 4101 Lake Boone Trail, Suite 300 Raleigh, NC 27607 Attn: Anthony L. Williams Telephone: 919-781-4000 Facsimile: 919-781-4865
BAVP, L.P. 950 Tower Lane Suite 700 Foster City, CA 94044 Attn: Mark Brooks Facsimile: (650) 378-6040		3,814,348
Domain Partners VI, L.P. One Palmer Square, Suite 515 Princeton, NJ 08542 Attn: Brian Halak Facsimile: (609) 683-4581		3,773,902

E-10

Name and Address	Shares of Series B Stock
DP VI Associates, L.P. One Palmer Square, Suite 515 Princeton, NJ 08542 Attn: Brian Halak Facsimile: (609) 683-4581		40,446
Polaris Venture Partners IV, L.P. 1000 Winter Street, Suite 3350 Waltham, MA 02451 Attn: Bryce Youngren Fax: (781) 290-0880		3,744,138
Polaris Venture Partners Entrepreneurs’ Fund IV, L.P. 1000 Winter Street, Suite 3350 Waltham, MA 02451 Attn: Bryce Youngren Fax: (781) 290-0880		70,210
C&B Capital, L.P. 4200 Northside Parkway, N.W. Building One, Suite 100 Atlanta, Georgia 30327 Attn: Theodore J. Bender, III		515,740
Thomas L. Shields, Jr. 1750 W. Sussex Atlanta, GA 30306		38,694
BFG Investments, LLC (Robert B. Braden) 931 Ponce de Leon Ave, NE Atlanta, GA 30306		38,694
BFG Investments, LLC (Peter B. Fellman) 931 Ponce de Leon Ave, NE Atlanta, GA 30306		38,694
REDLOH Capital, LLC 3333 Riverwood Parkway, Suite 400 Atlanta, GA 30339 Attn: J.C. Pendrey, Jr.		38,694

E-11

Name and Address	Shares of Series B Stock
Linda T. and Jimmy D. Veal 290 Osprey Place Brunswick, GA 31525		44,217
Sharon Louise Hill 4027 River Ridge Chase Marietta, GA 30067		13,060
DC&M Partnership 41 Muscogee Ave. N.W. Atlanta, GA 30305 Attn: David F. Walbert		38,694
SOLFAM Trust Philip Solomons, Tstee 5 Mad Anthony Lane Savannah, GA 31411		265,299
Plunkett Family, LP L. Richard Plunkett, Managing Partner 196 Folds Road Carrollton, GA 30116		38,694
Paul Linck 419 Mill Creek Bend Atlanta, GA 30307		38,694
Dr. Calvin Roberts		223,425
Daniel D. Veal 136 Foxcreek Boulevard Brunswick, GA 31523		22,108
Zachry T. Veal 138 Foxcreek Boulevard Brunswick, GA 31523		22,108
Irene T. Kramer and Jerry D. Kramer JTWROS 3882 The Ascent NE Atlanta, GA 30319		10,000
Janice Dee Weber 849 Chestnut Lake Drive NE Marietta, GA 30068		10,000

E-12

Name and Address	Shares of Series B Stock
James Loftin 6630 Chambrel Way Sawanee, GA 30024		10,000
Michel Benton 802 Sterling Falls Circle Canton, GA 30114		10,000

E-13

EXHIBIT C

SCHEDULE OF SERIES C INVESTORS

Name and Address	Shares of Series C Stock
Venrock Associates IV, L.P. 2494 Sand Hill Road, Suite 200 Menlo Park, CA 94025 Attn: Anders Hove Facsimile: (650) 561-9180		2,585,253
Venrock Entrepreneurs’ Fund IV, L.P. 2494 Sand Hill Road, Suite 200 Menlo Park, CA 94025 Attn: Anders Hove Facsimile: (650) 561-9180		63,519
Venrock Partners, L.P. 2494 Sand Hill Road, Suite 200 Menlo Park, CA 94025 Attn: Anders Hove Facsimile: (650) 561-9180		527,214
Intersouth Partners VII, L.P. 3211 Shannon Road, Suite 610 Durham, NC 27707 Attn: Philip Tracy Facsimile: (919) 493-6649		1,961,322
with a copy to:
Wyrick Robbins Yates & Ponton LLP 4101 Lake Boone Trail, Suite 300 Raleigh, NC 27607 Attn: Anthony L. Williams Telephone: 919-781-4000 Facsimile: 919-781-4865

E-14

Name and Address	Shares of Series C Stock
Intersouth Partners VI, L.P. 3211 Shannon Road, Suite 610 Durham, NC 27707 Attn: Philip Tracy Facsimile: (919) 493-6649		1,961,325
with a copy to:
Wyrick Robbins Yates & Ponton LLP 4101 Lake Boone Trail, Suite 300 Raleigh, NC 27607 Attn: Anthony L. Williams Telephone: 919-781-4000 Facsimile: 919-781-4865
BAVP, L.P. 950 Tower Lane Suite 700 Foster City, CA 94044 Attn: Mark Brooks Facsimile: (650) 378-6040		3,922,648
Domain Partners VI, L.P. One Palmer Square, Suite 515 Princeton, NJ 08542 Attn: Brian Halak Facsimile: (609) 683-4581		3,881,055
DP VI Associates, L.P. One Palmer Square, Suite 515 Princeton, NJ 08542 Attn: Brian Halak Facsimile: (609) 683-4581		41,594
Polaris Venture Partners IV, L.P. 1000 Winter Street, Suite 3350 Waltham, MA 02451 Attn: Bryce Youngren Fax: (781) 290-0880		3,850,464

E-15

Name and Address	Shares of Series C Stock
Polaris Venture Partners Entrepreneurs’ Fund IV, L.P. 1000 Winter Street, Suite 3350 Waltham, MA 02451 Attn: Bryce Youngren Fax: (781) 290-0880		72,185
Dr. Calvin Roberts		217,913
Janice Dee Weber 849 Chestnut Lake Drive NE Marietta, GA 30068		3,328
REDLOH Capital, LLC JC Pendrey, Jr. 3333 Riverwood Parkway, Suite 400 Atlanta, GA 30339		30,294
Irene T. Kramer and Jerry D. Kramer JTWROS 3882 The Ascent NE Atlanta, GA 30319		3,328
BFG Investments LLC (Braden) Robert B. Braden 931 Ponce de Leon Avenue Atlanta, GA 30306		30,294
BFG Investments LLC (Fellman) Robert B. Braden 931 Ponce de Leon Avenue Atlanta, GA 30306		30,294
Thomas L. Shields, Jr. 1750 W Sussex Atlanta, GA 30306		29,579
C&B Capital II, L.P. Edward S. Croft, III, its Manager C&B Capital II GP, LLC, its General Partner c/o Croft & Bender LLC Building One, Suite 100 4200 Northside Parkway, NW Atlanta, GA 30327		216,879

E-16

Name and Address	Shares of Series C Stock
C&B Capital II (PF), L.P. Edward S. Croft, III, its Manager C&B Capital II GP, LLC, its General Partner c/o Croft & Bender LLC Building One, Suite 100 4200 Northside Parkway, NW Atlanta, GA 30327		178,006
James Loftin 6630 Chambrel Way Sawanee, GA 30024		6,656
Sharon Louise Hill 4027 River Ridge Chase Marietta, GA 30067		40,563
Michel Benton 802 Sterling Falls Circle Canton, GA 30114		3,328
Linda T. and Jimmy D. Veal 290 Osprey Place Brunswick, GA 31525		32,908
Daniel D. Veal 136 Foxcreek Boulevard Brunswick, GA 31523		7,358
Zachry T. Veal 138 Foxcreek Boulevard Brunswick, GA 31523		7,358
Paul Linck 419 Mill Creek Boulevard Atlanta, GA 30307		29,579
G&H Partners 155 Constitution Drive Menlo Park, CA 71429		10,002

E-17

EX-4.5

Exhibit 4.5

OMNIBUS AMENDMENT

     THIS OMNIBUS AMENDMENT (the “Agreement”) is made and entered into as of August 25, 2009 between Alimera Sciences, Inc., a Delaware corporation (the “Company”) and each person or entity identified as a “Stockholder” on the signature pages hereto (each a “Stockholder” and collectively, the “Stockholders”).

RECITALS

     WHEREAS, the Company proposes to issue shares of its Series C-1 Preferred Stock and warrants to purchase shares of its Series C-1 Preferred Stock (the “Series C-1 Financing”) pursuant to the terms and conditions of that certain Series C-1 Preferred Stock and Warrant Purchase Agreement of even date herewith (the “Stock Purchase Agreement”);

     WHEREAS, certain of the Stockholders are parties to each of (i) that certain Second Amended and Restated Investor Rights Agreement, dated as of March 17, 2008, by and among the Company and certain holders of the Company’s capital stock (the “Investor Rights Agreement”) and (ii) that certain Second Amended and Restated Stock Sale Agreement, dated as of March 17, 2008, by and among the Company and certain holders of the Company’s capital stock (the “Stock Sale Agreement”);

     WHEREAS, pursuant to Section 7.5 of the Investor Rights Agreement, any term of the Investor Rights Agreement may be amended with the written consent of the Company and the Investors holding at least two-thirds (2/3) of the shares of Investor Stock (as defined therein), voting together as a single group, and including, for such purposes, shares of Common Stock into which any shares of Investor Stock have been converted (collectively, the “IRA Requisite Parties”);

     WHEREAS, pursuant to Section 9.3 of the Stock Sale Agreement, any term of the Stock Sale Agreement may be amended with the written consent of the Company, the holders of at least a majority of the then outstanding Common Stock held by the Common Holders then providing services to the Company as an officer, employee or consultant, and the holders of at least a majority of the then outstanding Preferred Stock held by the Investors (each as defined therein) (collectively, the “Stock Sale Agreement Requisite Parties”);

     WHEREAS, Dr. Calvin Roberts is an Eligible Holder (as defined in the Investor Rights Agreement) with a right to purchase his Pro Rata Share (as defined in the Investor Rights Agreement) of Series C-1 Units issued by the Company in the Series C-1 Financing;

     WHEREAS, Dr. Roberts desires to assign such right to purchase Series C-1 Units to the Calvin W. Roberts MD PC Pension Plan (the “Roberts Pension Plan”), such that the Roberts Pension Plan shall purchase Series C-1 Units issued pursuant to the Stock Purchase Agreement in the Series C-1 Financing; provided, however, that as a condition with such purchase, the Roberts Pensions Plan shall become a party to each of the Investor Rights Agreement and the Stock Sale Agreement; and

     WHEREAS, in connection with the Series C-1 Financing, the Company and the undersigned Stockholders, constituting both the IRA Requisite Parties and the Stock Sale

Agreement Requisite Parties, desire to amend the Investor Rights Agreement and the Stock Sale Agreement as set forth herein and to consent to the admission of the Roberts Pension Plan as a party to each such agreement.

AGREEMENT

     NOW, THEREFORE, in consideration of the promises and conditions contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

1. Amendment of Investor Rights Agreement. Upon execution of this Agreement by the IRA Requisite Parties, the Investor Rights Agreement shall be amended as follows:

a. A new exhibit, in the form attached hereto as Attachment 1, shall be added to the Investor Rights Agreement as Exhibit F thereto.

b. The parties to the Investor Rights Agreement shall be deemed to include the investors listed on Exhibit F thereto (as attached by operation hereof), which such parties shall be referred to for purposes of such agreement as the “Series C-1 Investors”. The definition of “Investors” therein shall be amended to include such Series C-1 Investors.

c. The definition of “Investor Stock” shall be amended to include shares of the Company’s Series C-1 Preferred Stock, par value $0.01 per share, including shares issued or issuable upon exercise of warrants exercisable therefor.

2. Amendment of Stock Sale Agreement. Upon execution of this Agreement by the Stock Sale Requisite Parties, the Stock Sale Agreement shall be amended as follows:

a. A new exhibit, in the form attached hereto as Attachment 1, shall be added to the Stock Sale Agreement as Exhibit E thereto.

b. The parties to the Stock Sale Agreement shall be deemed to include the investors listed on Exhibit E thereto (as attached by operation hereof), which such parties shall be referred to for purposes of such agreement as the “Series C-1 Investors”. The definition of each of “Investors” and “Stockholders” shall be amended to include such Series C-1 Investors.

c. The definition of “Preferred Stock” shall be amended to include shares of the Company’s Series C-1 Preferred Stock, par value $0.01 per share, including shares issued or issuable upon exercise of warrants exercisable therefor.

3. Roberts Pension Plan.

a. By its signature below, the Roberts Pension Plan hereby agrees, effective as of the date hereof, to be bound by and to become party to the Investor Rights Agreement and the Stock Sale Agreement, each as may be amended from time to time (including, without limitation, by this Agreement), in each case as a “Series C-1 Investor”. The Roberts Pension Plan further acknowledges that its signature page attached to this agreement shall be deemed a counterpart signature page to each of the Investor Rights Agreement and the Stock Sale Agreement and, as such, may be attached to each such agreement.

b. Each Stockholder hereby consents to the assignment by Dr. Roberts of his right under the Investor Rights Agreement to purchase Series C-1 Units to the Roberts Pension Plan; provided, however, that such consent is expressly conditioned on the execution and delivery by the Roberts Pension Plan of this Agreement.

c. Upon execution of this Agreement by each of (i) the IRA Requisite Parties, (ii) the Stock Sale Agreement Requisite Parties and (iii) the Roberts Pension Plan, each of Investor Rights Agreement and the Stock Sale Agreement shall be amended to include the Roberts Pension Plan as a party thereto, in each case as a “Series C-1 Investor”.

4. General.

a. Except as otherwise provided herein, the terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and assigns of the parties hereto.

b. Except as expressly provided herein, all provisions of each of the Investor Rights Agreement and the Stock Sale Agreement shall remain in full force and effect.

c. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to Delaware conflict of law principles.

d. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

          IN WITNESS WHEREOF, this Omnibus Amendment has been duly executed and delivered by the parties as of the date first above written.

COMPANY:

ALIMERA SCIENCES, INC.

By:

Name:

Title:

Signature Page to
Alimera Sciences, Inc.
Omnibus Amendment

          IN WITNESS WHEREOF, this Omnibus Amendment has been duly executed and delivered by the parties as of the date first above written.

STOCKHOLDER:

Dr. Calvin Roberts

ROBERTS PENSION PLAN:

CALVIN W. ROBERTS MD PC PENSION PLAN

By:

Name:

Title:

Signature Page to
Alimera Sciences, Inc.
Omnibus Amendment

          IN WITNESS WHEREOF, this Omnibus Amendment has been duly executed and delivered by the parties as of the date first above written.

STOCKHOLDERS:
VENROCK PARTNERS, L.P.
by its General Partner, Venrock Partners
Management, LLC
VENROCK ASSOCIATES IV, L.P. by its General Partner, Venrock Management IV, LLC
VENROCK ENTREPRENEURS FUND IV, L.P.
by its General Partner, VEF Management IV, LLC
By:
Name:
Title:	Member

Signature Page to
Alimera Sciences, Inc.
Omnibus Amendment

          IN WITNESS WHEREOF, this Omnibus Amendment has been duly executed and delivered by the parties as of the date first above written.

STOCKHOLDERS:
INTERSOUTH PARTNERS VII, L.P.
By:	Intersouth Associates VII, L.P., its General Partner
By:
Name: Philip Tracy
Title: Member, acting pursuant to Power of Attorney
INTERSOUTH PARTNERS V, L.P.
By:	Intersouth Associates V, L.P., its General Partner
By:
Name: Philip Tracy
Title: Member, acting pursuant to Power of Attorney
INTERSOUTH AFFILIATES V, L.P.
By:	Intersouth Associates V, LLC,
	its General Partner
By:
Name: Philip Tracy
Title: Member, acting pursuant to Power of Attorney

Signature Page to
Alimera Sciences, Inc.
Omnibus Amendment

          IN WITNESS WHEREOF, this Omnibus Amendment has been duly executed and delivered by the parties as of the date first above written.

STOCKHOLDERS:
INTERSOUTH PARTNERS VI, L.P.
By:	Intersouth Associates VI, LLC,
	its General Partner
By:
Name: Philip Tracy
Title: Member, acting pursuant to Power of Attorney

Signature Page to
Alimera Sciences, Inc.
Omnibus Amendment

          IN WITNESS WHEREOF, this Omnibus Amendment has been duly executed and delivered by the parties as of the date first above written.

STOCKHOLDERS:
BAVP, L.P.
By:	Scale Venture Management I, LLC
Its:	general partner
Name: Mark Brooks
Title: Managing Director

Signature Page to
Alimera Sciences, Inc.
Omnibus Amendment

          IN WITNESS WHEREOF, this Omnibus Amendment has been duly executed and delivered by the parties as of the date first above written.

STOCKHOLDERS:
POLARIS VENTURE PARTNERS IV, L.P.
By:	Polaris Venture Management Co. IV, L.L.C.,
	its General Partner
By:
Name:
Title:
POLARIS VENTURE PARTNERS ENTREPRENEURS’ FUND IV, L.P.
By:	Polaris Venture Management Co. IV, L.L.C.,
	its General Partner
By:
Name:
Title:

Signature Page to
Alimera Sciences, Inc.
Omnibus Amendment

          IN WITNESS WHEREOF, this Omnibus Amendment has been duly executed and delivered by the parties as of the date first above written.

STOCKHOLDERS:
DOMAIN PARTNERS VI, L.P.
By:	One Palmer Square Associates VI, L.L.C.,
	its General Partner
By:
Name:
Title:
DP VI ASSOCIATES, L.P.
By:	One Palmer Square Associates VI, L.L.C.,
	its General Partner
By:
Name:
Title:

Signature Page to
Alimera Sciences, Inc.
Omnibus Amendment

          IN WITNESS WHEREOF, this Omnibus Amendment has been duly executed and delivered by the parties as of the date first above written.

STOCKHOLDERS:

G&H PARTNERS

By:

Name:

Title:

Signature Page to
Alimera Sciences, Inc.
Omnibus Amendment

          IN WITNESS WHEREOF, this Omnibus Amendment has been duly executed and delivered by the parties as of the date first above written.

STOCKHOLDERS:

C. Daniel Myers

David Holland

Alisa Hudzina

Susan Caballa

David Eitel

Signature Page to
Alimera Sciences, Inc.
Omnibus Amendment

Attachment 1

Series C-1 Investors

			Series C-1 Shares
	Series C-1 Closing		Issuable upon
Name of Investor	Shares		Warrant Exercise
Venrock Associates IV, L.P.		429,125		858,250
Venrock Entrepreneurs’ Fund IV, L.P.		10,544		21,088
Venrock Partners, L.P.		87,512		175,024
Intersouth Partners VII, L.P.		421,257		842,514
Intersouth Partners V, L.P.		219,787		439,574
Intersouth Affiliates V, L.P.		10,074		20,148
BAVP, L.P.		651,118		1,302,236
Domain Partners VI, L.P.		644,214		1,288,428
DP VI Associates, L.P.		6,904		13,808
Polaris Venture Partners IV, L.P.		639,425		1,278,850
Polaris Venture Partners Entrepreneurs’ Fund IV, L.P.		11,693		23,386
The Calvin W. Roberts MD PC Pension Plan		46,000		92,000
Janice Dee Weber		543		1,086
REDLOH Capital, LLC		4,857		9,714
BFG Investments LLC		12,960		25,920
Thomas L. Shields, Jr.		4,828		9,656
C&B Capital II, L.P.		35,355		70,710
C&B Capital II (PF), L.P.		29,020		58,040

			Series C-1 Shares
	Series C-1 Closing		Issuable upon
Name of Investor	Shares		Warrant Exercise
James Loftin		1,107		2,214
Michel Benton		543		1,086
Linda T. and Jimmy D. Veal		7,818		15,636
Daniel D. Veal		1,201		2,402
Zachary T. Veal		1,201		2,402
Plunkett Family LP		3,622		7,244
G&H Partners		10,000		20,000

EX-10.1

Exhibit 10.1

INDEMNIFICATION AGREEMENT

          THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of                     , between Alimera Sciences, Inc. a Delaware corporation (the “Company”), and                      (“Indemnitee”).

          WITNESSETH THAT:

          WHEREAS, highly competent persons have become more reluctant to serve corporations as directors or in other capacities unless they are provided with adequate protection through insurance or adequate indemnification against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of the corporation;

          WHEREAS, the Board of Directors of the Company (the “Board”) has determined that, in order to attract and retain qualified individuals, the Company will attempt to maintain on an ongoing basis, at its sole expense, liability insurance to protect persons serving the Company and its subsidiaries from certain liabilities. Although the furnishing of such insurance has been a customary and widespread practice among United States-based corporations and other business enterprises, the Company believes that, given current market conditions and trends, such insurance may be available to it in the future only at higher premiums and with more exclusions. At the same time, directors, officers, and other persons in service to corporations or business enterprises are being increasingly subjected to expensive and time-consuming litigation relating to, among other things, matters that traditionally would have been brought only against the Company or business enterprise itself. The Bylaws and Certificate of Incorporation of the Company contemplate indemnification of the officers and directors of the Company. Indemnitee may also be entitled to indemnification pursuant to the General Corporation Law of the State of Delaware (“DGCL”). The Bylaws, Certificate of Incorporation and the DGCL expressly provide that the indemnification provisions set forth therein are not exclusive, and thereby contemplate that contracts may be entered into between the Company and members of the board of directors, officers and other persons with respect to indemnification;

          WHEREAS, the uncertainties relating to such insurance and to indemnification have increased the difficulty of attracting and retaining such persons;

          WHEREAS, the Board has determined that the increased difficulty in attracting and retaining such persons is detrimental to the best interests of the Company’s stockholders and that the Company should act to assure such persons that there will be increased certainty of such protection in the future;

          WHEREAS, it is reasonable, prudent and necessary for the Company contractually to obligate itself to indemnify, and to advance expenses on behalf of, such persons to the fullest extent permitted by applicable law so that they will serve or continue to serve the Company free from undue concern that they will not be so indemnified;

          WHEREAS, this Agreement is a supplement to and in furtherance of the Bylaws and Certificate of Incorporation of the Company and any resolutions adopted pursuant thereto,

and shall not be deemed a substitute therefor, nor to diminish or abrogate any rights of Indemnitee thereunder;

          WHEREAS, Indemnitee does not regard the protection available under the Company’s Bylaws and Certificate of Incorporation and insurance as adequate in the present circumstances, and may not be willing to serve as an officer or director without adequate protection, and the Company desires Indemnitee to serve in such capacity. Indemnitee is willing to serve, continue to serve and to take on additional service for or on behalf of the Company on the condition that he be so indemnified; and

          [WHEREAS, Indemnitee is a representative of or affiliated with                      (together with any affiliated venture capital funds and the general partners, managing members or other control persons and/or any affiliated management companies, the “VC Funds,” and each, individually, a “VC Fund”), and has certain rights to indemnification and/or insurance provided by the VC Funds, which Indemnitee and the VC Fund intend to be secondary to the primary obligation of the Company to indemnify Indemnitee as provided herein, with the Company’s acknowledgement and agreement to the foregoing being a material condition to Indemnitee’s willingness to serve on the Board.] ¹

          NOW, THEREFORE, in consideration of Indemnitee’s agreement to serve as a director from and after the date hereof, the parties hereto agree as follows:

     1. Indemnity of Indemnitee. The Company hereby agrees to hold harmless and indemnify Indemnitee to the fullest extent permitted by law, as such may be amended from time to time. In furtherance of the foregoing indemnification, and without limiting the generality thereof:

          (a) Proceedings Other Than Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section l(a) if, by reason of his Corporate Status (as hereinafter defined), the Indemnitee is, or is threatened to be made, a party to or participant in any Proceeding (as hereinafter defined) other than a Proceeding by or in the right of the Company. Pursuant to this Section 1(a), Indemnitee shall be indemnified against all Expenses (as hereinafter defined), judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by him, or on his behalf, in connection with such Proceeding or any claim, issue or matter therein, if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and with respect to any criminal Proceeding, had no reasonable cause to believe the Indemnitee’s conduct was unlawful.

          (b) Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section 1(b) if, by reason of his Corporate Status, the Indemnitee is, or is threatened to be made, a party to or participant in any Proceeding brought by or in the right of the Company. Pursuant to this Section 1(b), Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by the Indemnitee, or on the Indemnitee’s behalf, in connection with such Proceeding if the Indemnitee acted in good

¹ Bracketed provisions apply to the form of indemnification agreement entered into with certain of the Company’s directors.

2

faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company; provided, however, if applicable law so provides, no indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which Indemnitee shall have been adjudged to be liable to the Company unless and to the extent that the Court of Chancery of the State of Delaware shall determine that such indemnification may be made.

          (c) Indemnification for Expenses of a Party Who is Wholly or Partly Successful. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is, by reason of his Corporate Status, a party to and is successful, on the merits or otherwise, in any Proceeding, he shall be indemnified to the maximum extent permitted by law, as such may be amended from time to time, against all Expenses actually and reasonably incurred by him or on his behalf in connection therewith. If Indemnitee is not wholly successful in such Proceeding but is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, the Company shall indemnify Indemnitee against all Expenses actually and reasonably incurred by him or on his behalf in connection with each successfully resolved claim, issue or matter. For purposes of this Section and without limitation, the termination of any claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, shall be deemed to be a successful result as to such claim, issue or matter.

     2. Additional Indemnity. In addition to, and without regard to any limitations on, the indemnification provided for in Section 1 of this Agreement, the Company shall and hereby does indemnify and hold harmless Indemnitee against all Expenses, judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by him or on his behalf if, by reason of his Corporate Status, he is, or is threatened to be made, a party to or participant in any Proceeding (including a Proceeding by or in the right of the Company), including, without limitation, all liability arising out of the negligence or active or passive wrongdoing of Indemnitee. The only limitation that shall exist upon the Company’s obligations pursuant to this Agreement shall be that the Company shall not be obligated to make any payment to Indemnitee that is finally determined (under the procedures, and subject to the presumptions, set forth in Sections 6 and 7 hereof) to be unlawful.

     3. Contribution.

          (a) Whether or not the indemnification provided in Sections 1 and 2 hereof is available, in respect of any threatened, pending or completed action, suit or proceeding in which the Company is jointly liable with Indemnitee (or would be if joined in such action, suit or proceeding), the Company shall pay, in the first instance, the entire amount of any judgment or settlement of such action, suit or proceeding without requiring Indemnitee to contribute to such payment and the Company hereby waives and relinquishes any right of contribution it may have against Indemnitee. The Company shall not enter into any settlement of any action, suit or proceeding in which the Company is jointly liable with Indemnitee (or would be if joined in such action, suit or proceeding) unless such settlement provides for a full and final release of all claims asserted against Indemnitee.

          (b) Without diminishing or impairing the obligations of the Company set forth in the preceding subparagraph, if, for any reason, Indemnitee shall elect or be required to pay all

3

or any portion of any judgment or settlement in any threatened, pending or completed action, suit or proceeding in which the Company is jointly liable with Indemnitee (or would be if joined in such action, suit or proceeding), the Company shall contribute to the amount of Expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred and paid or payable by Indemnitee in proportion to the relative benefits received by the Company and all officers, directors or employees of the Company, other than Indemnitee, who are jointly liable with Indemnitee (or would be if joined in such action, suit or proceeding), on the one hand, and Indemnitee, on the other hand, from the transaction from which such action, suit or proceeding arose; provided, however, that the proportion determined on the basis of relative benefit may, to the extent necessary to conform to law, be further adjusted by reference to the relative fault of the Company and all officers, directors or employees of the Company other than Indemnitee who are jointly liable with Indemnitee (or would be if joined in such action, suit or proceeding), on the one hand, and Indemnitee, on the other hand, in connection with the events that resulted in such expenses, judgments, fines or settlement amounts, as well as any other equitable considerations which the Law may require to be considered. The relative fault of the Company and all officers, directors or employees of the Company, other than Indemnitee, who are jointly liable with Indemnitee (or would be if joined in such action, suit or proceeding), on the one hand, and Indemnitee, on the other hand, shall be determined by reference to, among other things, the degree to which their actions were motivated by intent to gain personal profit or advantage, the degree to which their liability is primary or secondary and the degree to which their conduct is active or passive.

          (c) The Company hereby agrees to fully indemnify and hold Indemnitee harmless from any claims of contribution which may be brought by officers, directors or employees of the Company, other than Indemnitee, who may be jointly liable with Indemnitee.

          (d) To the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement is unavailable to Indemnitee for any reason whatsoever, the Company, in lieu of indemnifying Indemnitee, shall contribute to the amount incurred by Indemnitee, whether for judgments, fines, penalties, excise taxes, amounts paid or to be paid in settlement and/or for Expenses, in connection with any claim relating to an indemnifiable event under this Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect (i) the relative benefits received by the Company and Indemnitee as a result of the event(s) and/or transaction(s) giving cause to such Proceeding; and/or (ii) the relative fault of the Company (and its directors, officers, employees and agents) and Indemnitee in connection with such event(s) and/or transaction(s).

     4. Indemnification for Expenses of a Witness. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is, by reason of his Corporate Status, a witness, or is made (or asked to) respond to discovery requests, in any Proceeding to which Indemnitee is not a party, he shall be indemnified against all Expenses actually and reasonably incurred by him or on his behalf in connection therewith.

     5. Advancement of Expenses. Notwithstanding any other provision of this Agreement, the Company shall advance all Expenses incurred by or on behalf of Indemnitee in connection with any Proceeding by reason of Indemnitee’s Corporate Status within thirty (30) days after the receipt by the Company of a statement or statements from Indemnitee requesting

4

such advance or advances from time to time, whether prior to or after final disposition of such Proceeding. Such statement or statements shall reasonably evidence the Expenses incurred by Indemnitee and shall include or be preceded or accompanied by a written undertaking by or on behalf of Indemnitee to repay any Expenses advanced if it shall ultimately be determined that Indemnitee is not entitled to be indemnified against such Expenses. Any advances and undertakings to repay pursuant to this Section 5 shall be unsecured and interest free.

     6. Procedures and Presumptions for Determination of Entitlement to Indemnification. It is the intent of this Agreement to secure for Indemnitee rights of indemnity that are as favorable as may be permitted under the DGCL and public policy of the State of Delaware. Accordingly, the parties agree that the following procedures and presumptions shall apply in the event of any question as to whether Indemnitee is entitled to indemnification under this Agreement:

          (a) To obtain indemnification under this Agreement, Indemnitee shall submit to the Company a written request, including therein or therewith such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification. The Secretary of the Company shall, promptly upon receipt of such a request for indemnification, advise the Board of Directors in writing that Indemnitee has requested indemnification. Notwithstanding the foregoing, any failure of Indemnitee to provide such a request to the Company, or to provide such a request in a timely fashion, shall not relieve the Company of any liability that it may have to Indemnitee unless, and to the extent that, such failure actually and materially prejudices the interests of the Company.

          (b) Upon written request by Indemnitee for indemnification pursuant to the first sentence of Section 6(a) hereof, a determination with respect to Indemnitee’s entitlement thereto shall be made in the specific case by one of the following four methods, which shall be at the election of the board: (1) by a majority vote of the disinterested directors, even though less than a quorum, (2) by a committee of disinterested directors designated by a majority vote of the disinterested directors, even though less than a quorum, (3) if there are no disinterested directors or if the disinterested directors so direct, by independent legal counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemnitee, or (4) if so directed by the Board of Directors, by the stockholders of the Company. For purposes hereof, disinterested directors are those members of the board of directors of the Company who are not parties to the action, suit or proceeding in respect of which indemnification is sought by Indemnitee.

          (c) If the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 6(b) hereof, the Independent Counsel shall be selected as provided in this Section 6(c). The Independent Counsel shall be selected by the Board of Directors. Indemnitee may, within 10 days after such written notice of selection shall have been given, deliver to the Company a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 13 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If a written objection is made and substantiated, the Independent Counsel selected may not serve as

5

Independent Counsel unless and until such objection is withdrawn or a court has determined that such objection is without merit. If, within 20 days after submission by Indemnitee of a written request for indemnification pursuant to Section 6(a) hereof, no Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee may petition the Court of Chancery of the State of Delaware or other court of competent jurisdiction for resolution of any objection which shall have been made by the Indemnitee to the Company’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court or by such other person as the court shall designate, and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section 6(b) hereof. The Company shall pay any and all reasonable fees and expenses of Independent Counsel incurred by such Independent Counsel in connection with acting pursuant to Section 6(b) hereof, and the Company shall pay all reasonable fees and expenses incident to the procedures of this Section 6(c), regardless of the manner in which such Independent Counsel was selected or appointed.

          (d) In making a determination with respect to entitlement to indemnification hereunder, the person or persons or entity making such determination shall presume that Indemnitee is entitled to indemnification under this Agreement. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence. Neither the failure of the Company (including by its directors or independent legal counsel) to have made a determination prior to the commencement of any action pursuant to this Agreement that indemnification is proper in the circumstances because Indemnitee has met the applicable standard of conduct, nor an actual determination by the Company (including by its directors or independent legal counsel) that Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that Indemnitee has not met the applicable standard of conduct.

          (e) Indemnitee shall be deemed to have acted in good faith if Indemnitee’s action is based on the records or books of account of the Enterprise, including financial statements, or on information supplied to Indemnitee by the officers of the Enterprise (as hereinafter defined) in the course of their duties, or on the advice of legal counsel for the Enterprise or on information or records given or reports made to the Enterprise by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Enterprise. In addition, the knowledge and/or actions, or failure to act, of any director, officer, agent or employee of the Enterprise shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement. Whether or not the foregoing provisions of this Section 6(e) are satisfied, it shall in any event be presumed that Indemnitee has at all times acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence.

          (f) If the person, persons or entity empowered or selected under Section 6 to determine whether Indemnitee is entitled to indemnification shall not have made a determination within sixty (60) days after receipt by the Company of the request therefor, the requisite determination of entitlement to indemnification shall be deemed to have been made and Indemnitee shall be entitled to such indemnification absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not

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materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law; provided, however, that such 60-day period may be extended for a reasonable time, not to exceed an additional thirty (30) days, if the person, persons or entity making such determination with respect to entitlement to indemnification in good faith requires such additional time to obtain or evaluate documentation and/or information relating thereto; and provided, further, that the foregoing provisions of this Section 6(g) shall not apply if the determination of entitlement to indemnification is to be made by the stockholders pursuant to Section 6(b) of this Agreement and if (A) within fifteen (15) days after receipt by the Company of the request for such determination, the Board of Directors or the Disinterested Directors, if appropriate, resolve to submit such determination to the stockholders for their consideration at an annual meeting thereof to be held within seventy-five (75) days after such receipt and such determination is made thereat, or (B) a special meeting of stockholders is called within fifteen (15) days after such receipt for the purpose of making such determination, such meeting is held for such purpose within sixty (60) days after having been so called and such determination is made thereat.

          (g) Indemnitee shall cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any Independent Counsel, member of the Board of Directors or stockholder of the Company shall act reasonably and in good faith in making a determination regarding the Indemnitee’s entitlement to indemnification under this Agreement. Any costs or expenses (including attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom.

          (h) The Company acknowledges that a settlement or other disposition short of final judgment may be successful if it permits a party to avoid expense, delay, distraction, disruption and uncertainty. In the event that any action, claim or proceeding to which Indemnitee is a party is resolved in any manner other than by adverse judgment against Indemnitee (including, without limitation, settlement of such action, claim or proceeding with or without payment of money or other consideration) it shall be presumed that Indemnitee has been successful on the merits or otherwise in such action, suit or proceeding. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence.

          (i) The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself adversely affect the right of Indemnitee to indemnification or create a presumption that Indemnitee did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Company or, with respect to any criminal Proceeding, that Indemnitee had reasonable cause to believe that his conduct was unlawful.

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     7. Remedies of Indemnitee.

          (a) In the event that (i) a determination is made pursuant to Section 6 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 5 of this Agreement, (iii) no determination of entitlement to indemnification is made pursuant to Section 6(b) of this Agreement within 90 days after receipt by the Company of the request for indemnification, (iv) payment of indemnification is not made pursuant to this Agreement within ten (10) days after receipt by the Company of a written request therefor or (v) payment of indemnification is not made within ten (10) days after a determination has been made that Indemnitee is entitled to indemnification or such determination is deemed to have been made pursuant to Section 6 of this Agreement, Indemnitee shall be entitled to an adjudication in an appropriate court of the State of Delaware, or in any other court of competent jurisdiction, of Indemnitee’s entitlement to such indemnification. Indemnitee shall commence such proceeding seeking an adjudication within 180 days following the date on which Indemnitee first has the right to commence such proceeding pursuant to this Section 7(a). The Company shall not oppose Indemnitee’s right to seek any such adjudication.

          (b) In the event that a determination shall have been made pursuant to Section 6(b) of this Agreement that Indemnitee is not entitled to indemnification, any judicial proceeding commenced pursuant to this Section 7 shall be conducted in all respects as a de novo trial on the merits, and Indemnitee shall not be prejudiced by reason of the adverse determination under Section 6(b).

          (c) If a determination shall have been made pursuant to Section 6(b) of this Agreement that Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding commenced pursuant to this Section 7, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s misstatement not materially misleading in connection with the application for indemnification, or (ii) a prohibition of such indemnification under applicable law.

          (d) In the event that Indemnitee, pursuant to this Section 7, seeks a judicial adjudication of his rights under, or to recover damages for breach of, this Agreement, or to recover under any directors’ and officers’ liability insurance policies maintained by the Company, the Company shall pay on his behalf, in advance, any and all expenses (of the types described in the definition of Expenses in Section 13 of this Agreement) actually and reasonably incurred by him in such judicial adjudication, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, advancement of expenses or insurance recovery.

          (e) The Company shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section 7 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court that the Company is bound by all the provisions of this Agreement. The Company shall indemnify Indemnitee against any and all Expenses and, if requested by Indemnitee, shall (within ten (10) days after receipt by the Company of a written request therefore) advance, to the extent not prohibited by law, such expenses to Indemnitee, which are incurred by Indemnitee in connection with any

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action brought by Indemnitee for indemnification or advance of Expenses from the Company under this Agreement or under any directors’ and officers’ liability insurance policies maintained by the Company, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, advancement of Expenses or insurance recovery, as the case may be.

          (f) Notwithstanding anything in this Agreement to the contrary, no determination as to entitlement to indemnification under this Agreement shall be required to be made prior to the final disposition of the Proceeding.

     8. Non-Exclusivity; Survival of Rights; Insurance; Primacy of Indemnification; Subrogation.

          (a) The rights of indemnification as provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may at any time be entitled under applicable law, the Certificate of Incorporation, the Bylaws, any agreement, a vote of stockholders, a resolution of directors or otherwise, of the Company. No amendment, alteration or repeal of this Agreement or of any provision hereof shall limit or restrict any right of Indemnitee under this Agreement in respect of any action taken or omitted by such Indemnitee in his Corporate Status prior to such amendment, alteration or repeal. To the extent that a change in the DGCL, whether by statute or judicial decision, permits greater indemnification than would be afforded currently under the Certificate of Incorporation, Bylaws and this Agreement, it is the intent of the parties hereto that Indemnitee shall enjoy by this Agreement the greater benefits so afforded by such change. No right or remedy herein conferred is intended to be exclusive of any other right or remedy, and every other right and remedy shall be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other right or remedy.

          (b) To the extent that the Company maintains an insurance policy or policies providing liability insurance for directors, officers, employees, or agents or fiduciaries of the Company or of any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise that such person serves at the request of the Company, Indemnitee shall be covered by such policy or policies in accordance with its or their terms to the maximum extent of the coverage available for any director, officer, employee, agent or fiduciary under such policy or policies. If, at the time of the receipt of a notice of a claim pursuant to the terms hereof, the Company has director and officer liability insurance in effect, the Company shall give prompt notice of the commencement of such proceeding to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such proceeding in accordance with the terms of such policies.

          (c) [The Company hereby acknowledges that Indemnitee has certain rights to indemnification, advancement of expenses and/or insurance provided by one or more VC Funds and certain of their affiliates (collectively, the “Fund Indemnitors”). The Company hereby agrees (i) that it is the indemnitor of first resort (i.e., its obligations to Indemnitee are primary and any obligation of the Fund Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by Indemnitee are secondary), (ii) that it shall be

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required to advance the full amount of expenses incurred by Indemnitee and shall be liable for the full amount of all Expenses, judgments, penalties, fines and amounts paid in settlement to the extent legally permitted and as required by the terms of this Agreement and the Certificate of Incorporation or Bylaws of the Company (or any other agreement between the Company and Indemnitee), without regard to any rights Indemnitee may have against the Fund Indemnitors, and, (iii) that it irrevocably waives, relinquishes and releases the Fund Indemnitors from any and all claims against the Fund Indemnitors for contribution, subrogation or any other recovery of any kind in respect thereof. The Company further agrees that no advancement or payment by the Fund Indemnitors on behalf of Indemnitee with respect to any claim for which Indemnitee has sought indemnification from the Company shall affect the foregoing and the Fund Indemnitors shall have a right of contribution and/or be subrogated to the extent of such advancement or payment to all of the rights of recovery of Indemnitee against the Company. The Company and Indemnitee agree that the Fund Indemnitors are express third party beneficiaries of the terms of this Section 8(c).]

          (d) [Except as provided in paragraph (c) above,] in the event of any payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee (other than against the Fund Indemnitors), who shall execute all papers required and take all action necessary to secure such rights, including execution of such documents as are necessary to enable the Company to bring suit to enforce such rights.

          (e) [Except as provided in paragraph (c) above,] the Company shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable hereunder if and to the extent that Indemnitee has otherwise actually received such payment under any insurance policy, contract, agreement or otherwise.

          (f) [Except as provided in paragraph (c) above,] the Company’s obligation to indemnify or advance Expenses hereunder to Indemnitee who is or was serving at the request of the Company as a director, officer, employee or agent of any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise shall be reduced by any amount Indemnitee has actually received as indemnification or advancement of expenses from such other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise.

     9. Exception to Right of Indemnification. Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement to make any indemnity in connection with any claim made against Indemnitee:

          (a) for which payment has actually been made to or on behalf of Indemnitee under any insurance policy or other indemnity provision, except with respect to any excess beyond the amount paid under any insurance policy or other indemnity provision[, provided, that the foregoing shall not affect the rights of Indemnitee or the Fund Indemnitors set forth in Section 8(c) above]; or

          (b) for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the Securities Exchange Act of 1934, as amended, or similar provisions of state statutory law or common law; or

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          (c) in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee against the Company or its directors, officers, employees or other indemnitees, unless (i) the Board of Directors of the Company authorized the Proceeding (or any part of any Proceeding) prior to its initiation or (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law.

     10. Duration of Agreement. All agreements and obligations of the Company contained herein shall continue during the period Indemnitee is an officer or director of the Company (or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise) and shall continue for five (5) years thereafter or, if longer, so long as Indemnitee shall be subject to any Proceeding (or any proceeding commenced under Section 7 hereof) by reason of his Corporate Status, whether or not he is acting or serving in any such capacity at the time any liability or expense is incurred for which indemnification can be provided under this Agreement. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors (including any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business or assets of the Company), assigns, spouses, heirs, executors and personal and legal representatives.

     11. Security. To the extent requested by Indemnitee and approved by the Board of Directors of the Company, the Company may at any time and from time to time provide security to Indemnitee for the Company’s obligations hereunder through an irrevocable bank line of credit, funded trust or other collateral. Any such security, once provided to Indemnitee, may not be revoked or released without the prior written consent of the Indemnitee.

     12. Enforcement.

          (a) The Company expressly confirms and agrees that it has entered into this Agreement and assumes the obligations imposed on it hereby in order to induce Indemnitee to serve as an officer or director of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving as an officer or director of the Company.

          (b) This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof.

     13. Definitions. For purposes of this Agreement:

          (a) “Corporate Status” describes the status of a person who is or was a director, officer, employee, agent or fiduciary of the Company or of any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise that such person is or was serving at the express written request of the Company.

          (b) “Disinterested Director” means a director of the Company who is not and was not a party to the Proceeding in respect of which indemnification is sought by Indemnitee.

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          (c) “Enterprise” shall mean the Company and any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise that Indemnitee is or was serving at the express written request of the Company as a director, officer, employee, agent or fiduciary.

          (d) “Expenses” shall include all reasonable attorneys’ fees, retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees and all other disbursements or expenses of the types customarily incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating, participating, or being or preparing to be a witness in a Proceeding, or responding to, or objecting to, a request to provide discovery in any Proceeding. Expenses also shall include Expenses incurred in connection with any appeal resulting from any Proceeding and any federal, state, local or foreign taxes imposed on the Indemnitee as a result of the actual or deemed receipt of any payments under this Agreement, including without limitation the premium, security for, and other costs relating to any cost bond, supersede as bond, or other appeal bond or its equivalent. Expenses, however, shall not include amounts paid in settlement by Indemnitee or the amount of judgments or fines against Indemnitee.

          (e) “Independent Counsel” means a law firm, or a member of a law firm, that is experienced in matters of corporation law and neither presently is, nor in the past five years has been, retained to represent: (i) the Company or Indemnitee in any matter material to either such party (other than with respect to matters concerning Indemnitee under this Agreement, or of other indemnitees under similar indemnification agreements), or (ii) any other party to the Proceeding giving rise to a claim for indemnification hereunder. Notwithstanding the foregoing, the term “Independent Counsel” shall not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Company or Indemnitee in an action to determine Indemnitee’s rights under this Agreement. The Company agrees to pay the reasonable fees of the Independent Counsel referred to above and to fully indemnify such counsel against any and all Expenses, claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.

          (f) “Proceeding” includes any threatened, pending or completed action, suit, arbitration, alternate dispute resolution mechanism, investigation, inquiry, administrative hearing or any other actual, threatened or completed proceeding, whether brought by or in the right of the Company or otherwise and whether civil, criminal, administrative or investigative, in which Indemnitee was, is or will be involved as a party or otherwise, by reason of the fact that Indemnitee is or was an officer or director of the Company, by reason of any action taken by him or of any inaction on his part while acting as an officer or director of the Company, or by reason of the fact that he is or was serving at the request of the Company as a director, officer, employee, agent or fiduciary of another corporation, partnership, joint venture, trust or other Enterprise; in each case whether or not he is acting or serving in any such capacity at the time any liability or expense is incurred for which indemnification can be provided under this Agreement; including one pending on or before the date of this Agreement, but excluding one initiated by an Indemnitee pursuant to Section 7 of this Agreement to enforce his rights under this Agreement.

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     14. Severability. The invalidity or unenforceability of any provision hereof shall in no way affect the validity or enforceability of any other provision. Without limiting the generality of the foregoing, this Agreement is intended to confer upon Indemnitee indemnification rights to the fullest extent permitted by applicable laws. In the event any provision hereof conflicts with any applicable law, such provision shall be deemed modified, consistent with the aforementioned intent, to the extent necessary to resolve such conflict.

     15. Modification and Waiver. No supplement, modification, termination or amendment of this Agreement shall be binding unless executed in writing by both of the parties hereto. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions hereof (whether or not similar) nor shall such waiver constitute a continuing waiver.

     16. Notice By Indemnitee. Indemnitee agrees promptly to notify the Company in writing upon being served with or otherwise receiving any summons, citation, subpoena, complaint, indictment, information or other document relating to any Proceeding or matter which may be subject to indemnification covered hereunder. The failure to so notify the Company shall not relieve the Company of any obligation which it may have to Indemnitee under this Agreement or otherwise unless and only to the extent that such failure or delay materially prejudices the Company.

     17. Notices. All notices and other communications given or made pursuant to this Agreement shall be in writing and shall be deemed effectively given: (a) upon personal delivery to the party to be notified, (b) when sent by confirmed electronic mail or facsimile if sent during normal business hours of the recipient, and if not so confirmed, then on the next business day, (c) five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (d) one (1) day after deposit with a nationally recognized overnight courier, specifying next day delivery, with written verification of receipt. All communications shall be sent:

(a)	To Indemnitee at the address set forth below Indemnitee signature hereto.
(b)	To the Company at:
	Alimera Sciences, Inc. 6120 Windward Parkway, Suite 290 Alpharetta, GA 30005 Attention: Chief Executive Officer

or to such other address as may have been furnished to Indemnitee by the Company or to the Company by Indemnitee, as the case may be.

     18. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same Agreement. This Agreement may also be executed and delivered by facsimile signature and in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

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     19. Headings. The headings of the paragraphs of this Agreement are inserted for convenience only and shall not be deemed to constitute part of this Agreement or to affect the construction thereof.

     20. Governing Law and Consent to Jurisdiction. This Agreement and the legal relations among the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. The Company and Indemnitee hereby irrevocably and unconditionally (i) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Chancery Court of the State of Delaware (the “Delaware Court”), and not in any other state or federal court in the United States of America or any court in any other country, (ii) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of any action or proceeding arising out of or in connection with this Agreement, (iii) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court, and (iv) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum.

SIGNATURE PAGE TO FOLLOW

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          IN WITNESS WHEREOF, the parties hereto have executed this Agreement on and as of the day and year first above written.

ALIMERA SCIENCES, INC.

By:

Name:

Title:

INDEMNITEE

Name:

Address:

Signature Page To Indemnification Agreement

EX-10.2

Exhibit 10.2

AMENDED AND RESTATED EMPLOYMENT AGREEMENT
WITH
ALIMERA SCIENCES, INC.

     This Amended and Restated Employment Agreement (this “Employment Agreement”) entered into between Alimera Sciences, Inc., a Delaware corporation (the “Company”), and C. Daniel Myers (“Executive”), as of the latest date set forth on the signature page hereto.

RECITALS:

     WHEREAS, the Company is engaged in the business of developing, marketing and selling ophthalmic pharmaceuticals in the United States and throughout the world;

     WHEREAS, Company and Executive desire that Executive continue to provide the Company employment services upon the terms and conditions set forth below;

     WHEREAS, the Company and Executive previously entered into that certain Employment Agreement, dated as of June 29, 2004 (the “Original Agreement”); and

     WHEREAS, pursuant to the terms of the Original Agreement, the Company and Executive desire to amend and restate the Original Agreement, effective as of the date hereof (the “Amendment Date”) to, among other things, reflect new acceleration provisions and to comply with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”).

     NOW, THEREFORE, in consideration of the promises and mutual covenants contained herein, the parties, intending to be legally bound, agree as follows:

AGREEMENT:

SECTION 1. EFFECTIVE DATE

     Subject to the terms and conditions set forth in this Employment Agreement, the Company agrees to continue to employ Executive, and Executive agrees to continue to be employed by the Company as of the date hereto (the “Effective Date”).

SECTION 2. DEFINITIONS

     “Cause” means

     (1) Executive’s gross negligence or willful misconduct with respect to the business and affairs of the Company, including violation of any material policy of the Company that is not cured within 30 days after written notice thereof is given to Executive by the Company;

     (2) Executive’s conviction of, or entering a guilty plea or plea of no contest with respect to, a felony; or

     (3) Executive engages in any material breach of the terms of this Employment Agreement or fails to fulfill his responsibilities under this Employment Agreement and such breach or failure, as the case may be, is not cured, or is not capable of being cured, within 30 days after written notice thereof is given to Executive by the Company.

     “Change in Control” means (i) the consummation of a merger or consolidation of the Company with or into another entity or any other corporate reorganization, if persons who were not stockholders of the Company immediately prior to such merger, consolidation or other reorganization own immediately after such merger, consolidation or other reorganization 50% or more of the voting power of the outstanding securities of each of (A) the continuing or surviving entity and (B) any direct or indirect parent corporation of such continuing or surviving entity or (ii) the sale, transfer or other disposition of all or substantially all of the Company’s assets. A transaction shall not constitute a Change in Control if its sole purpose is to change the state of the Company’s incorporation or to create a holding company that will be owned in substantially the same proportions by the persons who held the Company’s securities immediately before such transaction.

     Competing Business” means any business which develops, sells or markets ophthalmic pharmaceuticals.

     “Disability” means a condition which renders Executive unable (as determined by the Board of Directors of the Company in good faith after consultation with a physician mutually selected by the Executive and the Board of Directors of the Company) to regularly perform his duties hereunder by reason of illness or injury for a period of more than six consecutive months with or without reasonable accommodation.

     “Earned Bonus” means the bonus, determined based on the actual performance of the Company for the full fiscal year in which Executive’s employment terminates, that Executive would have earned for the year in which his employment terminates had he remained employed for the entire year, prorated based on the ratio of the number of days during such year that Executive was employed to 365. Such Earned Bonus will be determined and paid to Executive no later than 2¹/2 months after the close of the fiscal year in which the Earned Bonus was earned.

     “Equity” means (i) all shares of Stock; (ii) all options and other rights to purchase shares of Stock; (iii) all stock units, performance units or phantom shares whose value is measured by the value of shares of Stock; and (iv) all stock appreciation rights whose value is measured by increases in the value of shares of Stock.

     For purposes of Section 4(e), “Good Reason” shall mean (i) a material diminution of Executive’s authority, duties or responsibilities; (ii) a geographic relocation of the Company’s headquarters, or Executive’s primary business location, to a location that is more than 35 miles from the present location of the Company’s corporate headquarters or Executive’s primary business location, as the case may be; or (iii) any breach by the Company of the Employment Agreement, which is material and which is not cured within 30 days after written notice thereof to the Company from Executive.

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     For purposes of Section 5, “Good Reason” shall be mean that Executive resigns within 12 months after one of the following conditions has come into existence without his consent: (i) a reduction in Executive’s base salary from the amount set forth in Section 4(a) hereof; (ii) a material adverse change in Executive’s primary responsibilities or duties; (iii) a geographical relocation of the Company’s corporate headquarters, or the Executive’s primary business location, to a location that is more than 35 miles from the present location of the Company’s corporate headquarters or Executive’s primary business location, as the case may be; (iv) any breach by the Company of this Employment 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 Company and the Board of Directors of the Company from Executive. A condition shall not be considered “Good Reason” unless Executive gives the Company written notice of such condition within 90 days after such condition comes into existence and the Company fails to remedy such condition within 30 days after receiving Executive’s written notice.

     “ISP” means the Alimera Sciences, Inc. 2004 Incentive Stock Plan as amended from time to time, the Alimera Sciences, Inc. 2005 Incentive Stock Plan as amended from time to time, and any successor to such plan.

     “Restricted Period” means the 12 month period beginning on and after the Executive’s employment with the Company is terminated pursuant to the terms of this Employment Agreement.

     “Separation” means a “separation from service”, as defined in the regulations under Section 409A of the Code.

SECTION 3. TITLE, POWERS AND RESPONSIBILITIES

     (a) Title. Executive shall be President and Chief Executive Officer.

     (b) Powers and Responsibilities.

     (1) Executive in fulfilling his responsibilities shall have such powers as are normally and customarily associated with a President and Chief Executive Officer in a company of similar size and operating in a similar industry, including the power to hire and fire employees and executives of the Company reporting to Executive and such other powers as authorized by the Board of Directors of the Company.

     (2) Executive, as a condition to his employment under this Employment Agreement, represents and warrants that he can assume and fulfill responsibilities described in Section 3(b)(1) without any risk of violating any non-compete or other restrictive covenant or other agreement to which he is a party.

     (c) Reporting Relationship. Executive shall report to the Company’s Board of Directors.

     (d) Full Time Basis. Executive shall undertake to perform all his responsibilities and exercise all his powers in good faith and on a full-time basis.

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SECTION 4. COMPENSATION, BENEFITS, ETC.

     (a) Annual Base Salary. Executive’s base salary shall be $340,000 per year, which amount may be reviewed and increased at the discretion of the Board of Directors of the Company or any committee of the Board of Directors of the Company duly authorized to take such action. Executive’s base salary shall be payable in accordance with the Company’s standard payroll practices and policies for executives and shall be subject to such withholdings as required by law or as otherwise permissible under such practices or policies.

     (b) Annual Bonus. The Company shall pay an annual bonus for a fiscal year to Executive no later than 2¹/2 months after the close of such fiscal year, in the amount, and subject to the terms and conditions of the Company’s Management Cash Incentive Program (or any predecessor or successor cash incentive plan thereto), which may be reviewed at the discretion of the Board of Directors of the Company or any committee of the Board of Directors of the Company duly authorized to take such action. The determinations of the Board or its Compensation Committee with respect to such bonus shall be final and binding; provided, that Executive’s target annual bonus amount shall not be reduced to an amount below 40% of the Executive’s then-current base salary.

     (c) Employee Benefit Plans. Executive shall be eligible to participate, on terms no less favorable to Executive than the terms for participation of any other executive of the Company at the same level within the Company as Executive, in the employee benefit plans, programs and policies maintained by the Company in accordance with the terms and conditions to participate in such plans, programs and policies as in effect from time to time.

     (d) Stock Options. Executive shall receive stock options at the discretion of the Board of Directors of the Company, subject to the terms and conditions set forth in the ISP and any corresponding option certificate granted to Executive under the ISP. As of the Effective Date, Executive shall be entitled to a grant of stock options as set forth on Schedule B attached hereto.

     (e) Acceleration. The following terms shall apply to all of Executive’s Equity outstanding as of the Amendment Date, and to all future grants of Equity:

     (1) The vested percentage of Executive’s Equity shall be determined by adding 12 months to the actual period of service that Executive has completed with the Company if the Company is subject to a Change in Control before Executive’s service with the Company terminates (i.e., Executive’s vesting shall be accelerated by an additional 12 months). The remaining unvested Equity shall vest in the same amount per vesting period as prior to the Change in Control.

     (2) Executive shall vest in 100% of the remaining unvested Equity if (a) the Company is subject to a Change in Control before Executive’s service with the Company terminates and (b) within 12 months after the Change in Control, Executive is terminated by the Company (or its successor) without Cause or Executive terminates his employment for Good Reason.

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     (3) In the event that the Company is a party to a merger or consolidation, all outstanding Equity shall vest in full unless the agreement evidencing the merger or consolidation provides for one or more of the following:

     (A) The continuation of such outstanding Equity by the Company (if the Company is the surviving corporation).

     (B) The assumption of such outstanding Equity by the surviving corporation or its parent.

     (C) The substitution by the surviving corporation or its parent of new Equity for such outstanding Equity.

     (D) Full exercisability of outstanding Equity and full vesting of the common shares subject to such Equity, followed by the cancellation of such Equity. The full exercisability of such Equity and full vesting of such common shares may be contingent on the closing of such merger or consolidation.

     (E) The cancellation of outstanding Equity and a payment to Executive equal to the excess of (i) the Fair Market Value of the common shares subject to such Equity (whether or not such Equity is then exercisable or such common shares are then vested) as of the closing date of such merger or consolidation over (ii) the exercise price. Such payment shall be made in the form of cash, cash equivalents, or securities of the surviving corporation or its parent with a fair market value equal to the required amount. Such payment may be made in installments and may be deferred until the date or dates when such Equity would have become exercisable or such common shares would have vested. Such payment may be subject to vesting based on Executive’s continuing service, provided that the vesting schedule shall not be less favorable to Executive than the schedule under which such Equity would have become exercisable or such common shares would have vested. This provision is mandatory in the event that the Company is acquired by a private company for cash.

     (f) Vacation. Executive shall have the right to four weeks of vacation during each successive one year period of his employment by the Company, which vacation time shall be taken at such time or times in each such one year period so as not to materially and adversely interfere with the performance of his responsibilities under this Employment Agreement. Executive in addition shall have the right to the same time off work as other employees of the Company.

     (g) Expense Reimbursements. Executive shall have the right to expense reimbursements in accordance with the Company’s standard policy on expense reimbursements. Any reimbursement shall (a) be paid promptly but not later than the last day of the calendar year following the year in which the expense was incurred, (b) not be affected by any other expenses that are eligible for reimbursement in any calendar year and (c) not be subject to liquidation or exchange for another benefit.

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     (h) Indemnification. The Company shall, to the maximum extent permitted by applicable law and the Company’s governing documents, indemnify Executive and hold Executive harmless from and against any claim, loss or cause of action arising from or out of Executive’s performance as an officer, director, manager or employee of the Company or in any other capacity in which Executive serves at the request of the Board of Directors of the Company. If any claim is asserted hereunder against Executive, the Company shall pay Executive’s legal expenses (or cause such expenses to be paid) on a quarterly basis, provided that Executive shall reimburse the Company, in a timely manner, for such amounts if Executive shall be found by a final, non-appealable order of a court of competent jurisdiction not to be entitled to indemnification. The indemnification obligations of the Company in this paragraph shall survive any termination of this Employment Agreement.

     (i) Directors and Officers Liability Insurance. The Company shall maintain directors and officers liability insurance coverage covering Executive in amounts customary for similarly situated companies in the pharmaceutical industry and with insurers reasonably acceptable to Executive. All policies for such coverage shall provide for insurance on an “occurrence” basis, or if on a “claims-made” basis, with sufficient coverage for claims made after the date on which Executive’s employment with the Company terminates.

SECTION 5. TERMINATION OF EMPLOYMENT

     (a) General. Executive’s employment with the Company shall be “at will,” meaning that either Executive or the Company shall be entitled to terminate Executive’s employment at any time and for any reason, with or without Cause or Good Reason. Any contrary representations that may have been made to Executive shall be superseded by this Employment Agreement. This Employment Agreement shall constitute the full and complete agreement between Executive and the Company on the “at will” nature of Executive’s employment, which may only be changed in an express written agreement signed by Executive and a duly authorized officer of the Company

     (b) Termination by Board of Directors without Cause or by Executive for Good Reason. If the Board of Directors terminates Executive’s employment without Cause or Executive resigns for Good Reason and a Separation occurs, the Company shall pay Executive his earned but unpaid base salary plus 100% of his current total annual base salary (subject to such withholdings as required by law) payable in twelve equal monthly installments, and Executive’s Earned Bonus for the fiscal year of termination that shall be paid in no event later than 2¹/2 months following the close of such fiscal year. The salary continuation payments shall commence within 30 days after Executive returns the release described in Subsection (b)(1) above. This obligation shall remain in effect even if Executive accepts other employment. In addition, the Company shall make any continuation coverage premium payments (not only for Executive, but for Executive’s dependents) for continued health insurance coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), for the one year period following the Separation or, if earlier, until Executive is eligible to be covered under another substantially equivalent medical insurance plan by a subsequent employer.

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     (c) Termination by the Board of Directors for Cause or by Executive without Good Reason. If the Board of Directors of the Company terminates Executive’s employment for Cause or Executive resigns without Good Reason, the Company’s only obligation to Executive under this Employment Agreement shall be to pay Executive his earned but unpaid base salary, if any, up to the date Executive’s employment terminates, and Executive shall have no right to any Earned Bonus or any unpaid bonus payment whatsoever. The Company shall only be obligated to make such payments and provide such benefits under any employee benefit plan, program or policy in which Executive was a participant as are explicitly required to be paid to Executive by the terms of any such benefit plan, program or policy following the date on which Executive’s employment terminates.

     (d) Termination for Disability. The Board of Directors of the Company shall have the right to terminate Executive’s employment on or after the date Executive has a Disability, and such a termination shall not be treated as a termination without Cause under this Employment Agreement. If Executive’s employment is terminated on account of a Disability and a Separation occurs, the Company shall:

     (1) pay Executive his base salary through the end of the month in which a Separation occurs as soon as practicable after the Separation,

     (2) pay Executive his Earned Bonus for the fiscal year in which such Separation occurs; provided that the Earned Bonus shall in no event be paid later than 2¹/2 months after the close of such fiscal year,

     (3) pay or cause the payment of benefits to which Executive is entitled under the terms of the disability plan of the Company covering Executive at the time of such Disability,

     (4) make such payments and provide such benefits as otherwise called for under the terms of the ISP and each other employee benefit plan, program and policy in which Executive was a participant; provided no payments made under Section 5(e)(1), Section 5(e)(2), or Section 5(e)(3) shall be taken into account in computing any payments or benefits described in this Section 5(e)(4), and

     (5) make any COBRA continuation coverage premium payments (not only for Executive, but also for Executive’s dependents), for the 18 month period following the termination of Executive’s employment or, if earlier, until Executive is eligible to be covered under another substantially equivalent medical insurance plan by a subsequent employer.

     (e) Death. If Executive’s employment terminates as a result of his death, the Company shall:

     (1) pay Executive his base salary through the end of the month in which his employment terminates as soon as practicable after his employment terminates,

     (2) pay Executive his Earned Bonus, when actually determined, for the year in which Executive’s death occurs,

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     (3) make such payments and provide such benefits as otherwise called for under the terms of the ISP and each other employee benefit plan, program and policy in which Executive was a participant; provided no payments made under Section 5(f)(1) or Section 5(f)(2) shall be taken into account in computing any payments or benefits described in this Section 5(f)(3), and

     (4) make any COBRA continuation coverage premium payments for Executive’s dependents, for the one year period following Executive’s death or, if earlier, until such dependents are eligible to be covered under another substantially equivalent medical insurance plan.

SECTION 6. COVENANTS BY EXECUTIVE

     (a) Company Property. Executive upon the termination of Executive’s employment for any reason or, if earlier, upon the Company’s request shall promptly return all Company Property which had been entrusted or made available to Executive by the Company, where the term “Property” means all records, files, memoranda, reports, price lists, customer lists, drawings, plans, sketches, keys, codes, computer hardware and software and other property of any kind or description prepared, used or possessed by Executive during Executive’s employment by the Company (and any duplicates of any such Property) together with any and all information, ideas, concepts, discoveries, and inventions and the like conceived, made, developed or acquired at any time by Executive individually or, with others during Executive’s employment which relate to the Company or its products or services.

     (b) Trade Secrets. Executive agrees that Executive shall hold in a fiduciary capacity for the benefit of the Company and its affiliates and shall not directly or indirectly use or disclose any Trade Secret that Executive may have acquired (whether or not developed or compiled by Executive and whether or not Executive is authorized to have access to such information) during the term of Executive’s employment by the Company or any of its predecessors for so long as such information remains a Trade Secret, where the term “Trade Secret” means information, including, but not limited to, technical or non-technical data, a formula, a pattern, a compilation, a program, a device, a method, a technique, a drawing or a process that (1) derives economic value, actual or potential, from not being generally known to, and not being generally readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use and (2) is the subject of reasonable efforts by the Company and any of its affiliates to maintain its secrecy. This Section 6(b) is intended to provide rights to the Company and its affiliates which are in addition to, not in lieu of, those rights the Company and its affiliates have under the common law or applicable statutes for the protection of trade secrets.

     (c) Confidential Information. Executive while employed by the Company or its affiliates and for the three year period thereafter shall hold in a fiduciary capacity for the benefit of the Company and its affiliates, and shall not directly or indirectly use or disclose, any Confidential Information that Executive may have acquired (whether or not developed or compiled by Executive and whether or not Executive is authorized to have access to such information) during the term of, and in the course of, or as a result of Executive’s employment by the Company or its predecessors without the prior written consent of the Board of Directors of the Company unless and except to the extent that such disclosure is (i) made in the ordinary

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course of Executive’s performance of his duties under this Employment Agreement or (ii) required by any subpoena or other legal process (in which event Executive will give the Company prompt notice of such subpoena or other legal process in order to permit the Company to seek appropriate protective orders). For the purposes of this Employment Agreement, the term “Confidential Information” means any secret, confidential or proprietary information possessed by the Company or any of its affiliates, including, without limitation, trade secrets, customer or supplier lists, details of client or consultant contracts, current and anticipated customer requirements, pricing policies, price lists, market studies, business plans, operational methods, marketing plans or strategies, product development techniques or flaws, computer software programs (including object code and source code), data and documentation data, base technologies, systems, structures and architectures, inventions and ideas, past current and planned research and development, compilations, devices, methods, techniques, processes, financial information and data, business acquisition plans and new personnel acquisition plans (not otherwise included as a Trade Secret under this Employment Agreement) that has not become generally available to the public, and the term “Confidential Information” may include, but not be limited to, future business plans, licensing strategies, advertising campaigns, information regarding customers or suppliers, executives and independent contractors and the terms and conditions of this Employment Agreement. Notwithstanding the provisions of this Section 6(c) to the contrary, Executive shall be permitted to furnish this Employment Agreement to a subsequent employer or prospective employer.

     (d) Non-solicitation of Customers or Employees.

     (1) Executive (i) while employed by the Company or any of its affiliates shall not, on Executive’s own behalf or on behalf of any person, firm, partnership, association, corporation or business organization, entity or enterprise (other than the Company or one of its affiliates), solicit business for a Competing Business from customers or suppliers of the Company or any of its affiliates and (ii) during the Restricted Period shall not, on Executive’s own behalf or on behalf of any person, firm, partnership, association, corporation or business organization, entity or enterprise, solicit business for a Competing Business from customers or suppliers of the Company or any of its affiliates with whom Executive, in the case of both clauses (i) and (ii) above, had or made material business contact with in the course of Executive’s employment by the Company within the 24 month period immediately preceding the beginning of the Restricted Period.

     (2) Executive (i) while employed by the Company or any of its affiliates shall not, either directly or indirectly, call on, solicit or attempt to induce any other officer, employee or independent contractor of the Company or any of its affiliates to terminate his or her employment with such business and shall not assist any other person or entity in such a solicitation (regardless of whether any such officer, employee or independent contractor would commit a breach of contract by terminating his or her employment), and (ii) during the Restricted Period, shall not, either directly or indirectly, call on, solicit or attempt to induce any other officer, employee or independent contractor of such business with whom Executive had contact, knowledge of, or association in the course of Executive’s employment with the Company or any of its predecessors or affiliates, as the case may be, during the 12 month period immediately preceding the beginning of the Restricted Period, to terminate his or her employment with the Company or any of its

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affiliates and shall not assist any other person or entity in such a solicitation (regardless of whether any such officer, employee or independent contractor would commit a breach of contract by terminating his or her employment). Notwithstanding the foregoing, nothing shall prohibit any person from contacting Executive about employment or other engagement during the Restricted Period, provided that Executive does not solicit the contact.

     (e) Non-competition Obligation. Without the prior written consent of the Company, Executive, while employed by the Company or any of its affiliates and thereafter until the end of the Restricted Period, will not engage in any of the activities described in Section 3(b)(1) hereof within the geographical area in which the Company or any of its affiliates is actively engaged in developing, marketing and selling ophthalmic pharmaceuticals, for himself or on behalf of any other person, partnership, corporation or other business entity which is in a Competing Business for purposes of competing with the Company. Notwithstanding the preceding sentence, Executive will not be prohibited from owning less than 5% percent of any publicly traded corporation, whether or not such corporation is in a Competing Business.

     (f) Reasonable and Continuing Obligations. Executive agrees that Executive’s obligations under this Section 6 are obligations which will continue beyond the date Executive’s employment terminates and that such obligations are reasonable, fair and equitable in scope, terms and duration, are necessary to protect the Company’s legitimate business interests and are a material inducement to the Company to enter into this Employment Agreement.

     (g) Remedy for Breach. Executive agrees that the remedies at law of the Company for any actual or threatened breach by Executive of the covenants in this Section 6 would be inadequate and that the Company shall be entitled to specific performance of the covenants in this Section 6, including entry of a temporary restraining order in state or federal court, preliminary and permanent injunctive relief against activities in violation of this Section 6, or both, or other appropriate judicial remedy, writ or order, in addition to any damages and legal expenses which the Company may be legally entitled to recover. The Company agrees, however, to give Executive and, if known, Executive’s attorney reasonable advance notice of any legal proceeding, including any application for a temporary restraining order, relating to an attempt to enforce the covenants in this Section 6 against Executive. Executive acknowledges and agrees that the covenants in this Section 6 shall be construed as agreements independent of any other provision of this Employment Agreement or any other agreement between the Company and Executive, and that the existence of any claim or cause of action by Executive against the Company, whether predicated upon this Employment Agreement or any other agreement, shall not constitute a defense to the enforcement by the Company of such covenants.

     (h) Termination of Restrictive Covenants. In addition to any other right or remedy available to Executive, Executive shall no longer be bound by any of the restrictions set forth in this Section 6 if the Company fails to pay or to provide Executive when due the amounts and benefits due hereunder or under any agreement ancillary hereto, and Executive’s pursuit of such remedy shall not relieve the Company from its obligations to pay and to provide such amounts and benefits to Executive.

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     (i) Ownership of Inventions, Discoveries, Improvements, Etc.

     (1) Executive shall promptly disclose and describe to the Company all inventions, improvements, discoveries and technical developments, whether or not patentable, made or conceived by Executive, either alone or with others, during such time as Executive is employed with the Company, and within one year after the date upon such employment terminates, and that (i) are based in whole or in part upon Confidential Information, or (ii) during such time as Executive is employed with the Company are along the lines of, useful in or related to the business of the Company, or (iii) result from, or are suggested by, any work that may be done by Executive for or on behalf of the Company (“Inventions”). Executive hereby assigns and agrees to assign to the Company Executive’s entire right, title and interest in and to such Inventions (the “Assigned Inventions”), and agrees to cooperate with the Company both during and after such time as Executive is employed with the Company in the procurement and maintenance, at the Company’s expense and at its direction, of patents, copyright registrations and/or protection of the Company’s rights in such Inventions. Executive shall keep and maintain adequate and current written records of all such Inventions, which shall be and remain the property of the Company.

     (2) If a patent application, trademark registration or copyright registration is filed by Executive or on Executive’s behalf, or a copyright notice indicating Executive’s authorship is used by Executive or on Executive’s behalf, within one year after the date on which Executive’s employment with the Company terminates, that describes or identifies any Invention within the scope of Executive’s work for the Company or that otherwise related to a portion of the Company’s business (or any division thereof) of which Executive had knowledge such time as Executive was employed with the Company, it is to be conclusively presumed that the Invention was conceived by Executive during the such time as Executive was employed with the Company. Executive agrees to notify the Company promptly of any such application or registration and to assign to the Company Executive’s entire right, title and interest in such Invention arid in such application or registration.

     (3) If (i) Executive uses or discloses any of Executive’s own or any third party’s confidential information or intellectual property (collectively, “Restricted Materials”) when acting within the scope of Executive’s employment (or otherwise on behalf of the Company), or (ii) any Assigned Invention cannot be fully made, used, reproduced or otherwise exploited without using or violating any Restricted Materials, Executive hereby grants and agrees to grant to the Company a perpetual, irrevocable, worldwide, royalty-free, non-exclusive, sublicensable right and license to exploit and exercise all such Restricted Materials and intellectual property rights therein. Executive will not use or disclose any Restricted Materials for which Executive is not fully authorized to grant the foregoing license.

     (4) To the extent allowed by applicable law, the terms of this Section 6(i) include all rights of paternity, integrity, disclosure and withdrawal and any other rights that may be known as or referred to as moral rights, artist’s rights, droit moral or the like (collectively, “Moral Rights”). To the extent Executive retains any such Moral Rights

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under applicable law, Executive hereby ratifies and consents to any action that may be taken with respect to such Moral Rights by or authorized by the Company and agrees not to assert any Moral Rights with respect thereto. Executive will confirm any such ratification, consent or agreement from time to time as requested by the Company.

SECTION 7. MISCELLANEOUS

     (a) Notices. Notices and all other communications shall be in writing and shall be deemed to have been duly given when personally delivered or when mailed by United States registered or certified mail. Notices to the Company shall be sent to:

Alimera Sciences, Inc.
6120 Windward Parkway, Suite 290
Alpharetta, Georgia 30005
Attention: Chief Executive Officer
Facsimile: 678-990-5744

     Notices and communications to Executive shall be sent to the address Executive most recently provided to the Company.

     (b) No Waiver. Except for the notice described in Section 7(a), no failure by either the Company or Executive at any time to give notice of any breach by the other of, or to require compliance with, any condition or provision of this Employment Agreement shall be deemed a waiver of any provisions or conditions of this Employment Agreement.

     (c) Tax Matters.

     (1) All payments made under this Employment Agreement shall be subject to reduction to reflect taxes or other charges required to be withheld by law. For purposes of Section 409A of the Code, each periodic salary continuation payment under Section 5(b) is hereby designated as a separate payment. If the Company determines that Executive is a “specified employee” under Section 409A(a)(2)(B)(i) of the Code and the regulations thereunder at the time of his Separation, then (i) the salary continuation payments under Section 5(b), to the extent not exempt from Section 409A of the Code, shall commence during the seventh month after Executive’s Separation and (ii) the installments that otherwise would have been paid during the first six months following Executive’s Separation shall be paid in a lump sum when such salary continuation payments commence. The Company shall not have a duty to design its compensation policies in a manner that minimizes Executive’s tax liabilities, and Executive shall not make any claim against the Company or the Board related to tax liabilities arising from the Executive’s compensation.

     (2) Certain payments, distributions and acceleration of vesting for Executive made in connection with an acquisition of ownership or effective control of the Company or ownership of a substantial portion of the Company’s assets (within the meaning of section 280G of the Code and the regulations thereunder, can be subject to certain tax penalties under sections 280G and 4999 of the Code. This includes amounts payable or distributable pursuant to the terms of this Agreement or otherwise. The excise tax on any

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such payments, determined under sections 280G and 4999 of the Code, generally applies if all of Executive’s parachute payments together equal or exceed 300% of his/her average annual W-2 compensation from the Company.

     (d) Georgia Law. This Employment Agreement shall be governed by the law of the State of Georgia, without regard to its provisions relating to choice of law or conflicts of law. Any litigation that may be brought by either the Company or Executive involving the enforcement of this Employment Agreement or any rights, duties, or obligations under this Employment Agreement, shall be brought exclusively in a Georgia state court or United States District Court in Georgia.

     (e) Assignment. This Employment Agreement shall be binding upon and inure to the benefit of the Company and any successor in interest to the Company. The Company may assign this Employment Agreement to any affiliate or successor that acquires all or substantially all of the assets and business of the Company or a majority of the voting interests of the Company, and no such assignment shall be treated as a termination of Executive’s employment under this Employment Agreement. Executive’s rights and obligations under this Employment Agreement are personal and shall not be assigned or transferred.

     (f) Other Agreements. This Employment Agreement replaces and merges any and all previous agreements and understandings regarding all the terms and conditions of Executive’s employment relationship with the Company, and this Employment Agreement constitutes the entire agreement between the Company and Executive with respect to such terms and conditions.

     (g) Amendment. No amendment to this Employment Agreement shall be effective unless it is in writing and signed by the Company and by Executive.

     (h) Invalidity. If any part of this Employment Agreement is held by a court of competent jurisdiction to be invalid or otherwise unenforceable, the remaining part shall be unaffected and shall continue in full force and effect, and the invalid or otherwise unenforceable part shall be deemed not to be part of this Employment Agreement.

     (i) Litigation. In the event that either party to this Employment Agreement institutes litigation against the other party to enforce his or its respective rights under this Employment Agreement, each party shall pay its own costs and expenses incurred in connection with such litigation.

[The remainder of this page intentionally left blank]

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     IN WITNESS WHEREOF, the Company and Executive have executed this Employment Agreement in multiple originals effective as of the Effective Date.

ALIMERA SCIENCES, INC.		EXECUTIVE
By:	/s/ Richard S. Eiswirth, Jr.	By:	/s/ C. Daniel Myers
Name:	Richard S. Eiswirth, Jr.	Name:	C. Daniel Myers
Title:	CFO	Title:	President/CEO
Date:	August 18, 2008	Date:	August 18, 2008

EX-10.3

Exhibit 10.3

AMENDED AND RESTATED EMPLOYMENT AGREEMENT
WITH
ALIMERA SCIENCES, INC.

     This Amended and Restated Employment Agreement (this “Employment Agreement”) entered into between Alimera Sciences, Inc., a Delaware corporation (the “Company”), and Richard S. Eiswirth, Jr. (“Executive”).

RECITALS:

     WHEREAS, the Company is engaged in the business of developing, marketing and selling ophthalmic pharmaceuticals in the United States and throughout the world;

     WHEREAS, Company and Executive desire that Executive continue to provide the Company employment services upon the terms and conditions set forth below;

     WHEREAS, the Company and Executive previously entered into that certain Employment Agreement, dated as of October 31, 2005 (the “Original Agreement”); and

     WHEREAS, pursuant to the terms of the Original Agreement, the Company and Executive desire to amend and restate the Original Agreement, effective as of the date hereof (the “Amendment Date”) to, among other things, reflect new acceleration provisions and to comply with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”).

     NOW, THEREFORE, in consideration of the promises and mutual covenants contained herein, the parties, intending to be legally bound, agree as follows:

AGREEMENT:

SECTION 1. EFFECTIVE DATE

     Subject to the terms and conditions set forth in this Employment Agreement, the Company agrees to continue to employ Executive, and Executive agrees to continue to be employed by the Company as of the date hereto (the “Effective Date”).

SECTION 2. DEFINITIONS

     “Cause” means

          (1) Executive’s gross negligence or willful misconduct with respect to the business and affairs of the Company, including violation of any material policy of the Company that is not cured within 30 days after written notice thereof is given to Executive by the Company;

          (2) Executive’s conviction of, or entering a guilty plea or plea of no contest with respect to, a felony; or

          (3) Executive engages in any material breach of the terms of this Employment Agreement or fails to fulfill his responsibilities under this Employment Agreement and such breach or failure, as the case may be, is not cured, or is not capable of being cured, within 30 days after written notice thereof is given to Executive by the Company.

     “Change in Control” means (i) the consummation of a merger or consolidation of the Company with or into another entity or any other corporate reorganization, if persons who were not stockholders of the Company immediately prior to such merger, consolidation or other reorganization own immediately after such merger, consolidation or other reorganization 50% or more of the voting power of the outstanding securities of each of (A) the continuing or surviving entity and (B) any direct or indirect parent corporation of such continuing or surviving entity or (ii) the sale, transfer or other disposition of all or substantially all of the Company’s assets. A transaction shall not constitute a Change in Control if its sole purpose is to change the state of the Company’s incorporation or to create a holding company that will be owned in substantially the same proportions by the persons who held the Company’s securities immediately before such transaction.

     Competing Business” means any business which develops, sells or markets ophthalmic pharmaceuticals.

     “Disability” means a condition which renders Executive unable (as determined by the Board of Directors of the Company in good faith after consultation with a physician mutually selected by the Executive and the Board of Directors of the Company) to regularly perform his duties hereunder by reason of illness or injury for a period of more than six consecutive months with or without reasonable accommodation.

     “Earned Bonus” means the bonus, determined based on the actual performance of the Company for the full fiscal year in which Executive’s employment terminates, that Executive would have earned for the year in which his employment terminates had he remained employed for the entire year, prorated based on the ratio of the number of days during such year that Executive was employed to 365. Such Earned Bonus will be determined and paid to Executive no later than 2¹/2 months after the close of the fiscal year in which the Earned Bonus was earned.

     “Equity” means (i) all shares of Stock; (ii) all options and other rights to purchase shares of Stock; (iii) all stock units, performance units or phantom shares whose value is measured by the value of shares of Stock; and (iv) all stock appreciation rights whose value is measured by increases in the value of shares of Stock.

     For purposes of Section 4(e), “Good Reason” shall mean (i) a material diminution of Executive’s authority, duties or responsibilities; (ii) a geographic relocation of the Company’s headquarters, or Executive’s primary business location, to a location that is more than 35 miles from the present location of the Company’s corporate headquarters or Executive’s primary business location, as the case may be; or (iii) any breach by the Company of the Employment Agreement, which is material and which is not cured within 30 days after written notice thereof to the Company from Executive.

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     For purposes of Section 5, “Good Reason” shall be mean that Executive resigns within 12 months after one of the following conditions has come into existence without his consent: (i) a reduction in Executive’s base salary from the amount set forth in Section 4(a) hereof; (ii) a material adverse change in Executive’s primary responsibilities or duties; (iii) a geographical relocation of the Company’s corporate headquarters, or the Executive’s primary business location, to a location that is more than 35 miles from the present location of the Company’s corporate headquarters or Executive’s primary business location, as the case may be; (iv) any breach by the Company of this Employment 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 Company and the Board of Directors of the Company from Executive. A condition shall not be considered “Good Reason” unless Executive gives the Company written notice of such condition within 90 days after such condition comes into existence and the Company fails to remedy such condition within 30 days after receiving Executive’s written notice.

     “ISP” means the Alimera Sciences, Inc. 2004 Incentive Stock Plan as amended from time to time, the Alimera Sciences, Inc. 2005 Incentive Stock Plan as amended from time to time, and any successor to such plan.

     “Restricted Period” means the 12 month period beginning on and after the Executive’s employment with the Company is terminated pursuant to the terms of this Employment Agreement.

     “Separation” means a “separation from service”, as defined in the regulations under Section 409A of the Code.

SECTION 3. TITLE, POWERS AND RESPONSIBILITIES

(a) Title. Executive shall be Chief Financial Officer.

(b) Powers and Responsibilities.

          (1) Executive in fulfilling his responsibilities shall have such powers as are normally and customarily associated with a Chief Financial Officer in a company of similar size and operating in a similar industry, including the power to hire and fire employees and executives of the Company reporting to Executive and such other powers as authorized by the Board of Directors of the Company.

          (2) Executive, as a condition to his employment under this Employment Agreement, represents and warrants that he can assume and fulfill responsibilities described in Section 3(b)(1) without any risk of violating any non-compete or other restrictive covenant or other agreement to which he is a party.

     (c) Reporting Relationship. Executive shall report to the Company’s chief executive officer.

     (d) Full Time Basis. Executive shall undertake to perform all his responsibilities and exercise all his powers in good faith and on a full-time basis.

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SECTION 4. COMPENSATION, BENEFITS, ETC.

     (a) Annual Base Salary. Executive’s base salary shall be $240,000 per year, which amount may be reviewed and increased at the discretion of the Board of Directors of the Company or any committee of the Board of Directors of the Company duly authorized to take such action. Executive’s base salary shall be payable in accordance with the Company’s standard payroll practices and policies for executives and shall be subject to such withholdings as required by law or as otherwise permissible under such practices or policies.

     (b) Annual Bonus. The Company shall pay an annual bonus for a fiscal year to Executive no later than 2¹/2 months after the close of such fiscal year, in the amount, and subject to the terms and conditions of the Company’s Management Cash Incentive Program (or any predecessor or successor cash incentive plan thereto), which may be reviewed at the discretion of the Board of Directors of the Company or any committee of the Board of Directors of the Company duly authorized to take such action. The determinations of the Board or its Compensation Committee with respect to such bonus shall be final and binding; provided, that Executive’s target annual bonus amount shall not be reduced to an amount below 25% of the Executive’s then-current base salary.

     (c) Employee Benefit Plans. Executive shall be eligible to participate, on terms no less favorable to Executive than the terms for participation of any other executive of the Company at the same level within the Company as Executive, in the employee benefit plans, programs and policies maintained by the Company in accordance with the terms and conditions to participate in such plans, programs and policies as in effect from time to time.

     (d) Stock Options. Executive shall receive stock options at the discretion of the Board of Directors of the Company, subject to the terms and conditions set forth in the ISP and any corresponding option certificate granted to Executive under the ISP. As of the Effective Date, Executive shall be entitled to a grant of stock options as set forth on Schedule B attached hereto.

     (e) Acceleration. The following terms shall apply to all of Executive’s Equity outstanding as of the Amendment Date, and to all future grants of Equity:

          (1) The vested percentage of Executive’s Equity shall be determined by adding 12 months to the actual period of service that Executive has completed with the Company if the Company is subject to a Change in Control before Executive’s service with the Company terminates (i.e., Executive’s vesting shall be accelerated by an additional 12 months). The remaining unvested Equity shall vest in the same amount per vesting period as prior to the Change in Control.

          (2) Executive shall vest in 100% of the remaining unvested Equity if (a) the Company is subject to a Change in Control before Executive’s service with the Company terminates and (b) within 12 months after the Change in Control, Executive is terminated by the Company (or its successor) without Cause or Executive terminates his employment for Good Reason.

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          (3) In the event that the Company is a party to a merger or consolidation, all outstanding Equity shall vest in full unless the agreement evidencing the merger or consolidation provides for one or more of the following:

          (A) The continuation of such outstanding Equity by the Company (if the Company is the surviving corporation).

          (B) The assumption of such outstanding Equity by the surviving corporation or its parent.

          (C) The substitution by the surviving corporation or its parent of new Equity for such outstanding Equity.

          (D) Full exercisability of outstanding Equity and full vesting of the common shares subject to such Equity, followed by the cancellation of such Equity. The full exercisability of such Equity and full vesting of such common shares may be contingent on the closing of such merger or consolidation.

          (E) The cancellation of outstanding Equity and a payment to Executive equal to the excess of (i) the Fair Market Value of the common shares subject to such Equity (whether or not such Equity is then exercisable or such common shares are then vested) as of the closing date of such merger or consolidation over (ii) the exercise price. Such payment shall be made in the form of cash, cash equivalents, or securities of the surviving corporation or its parent with a fair market value equal to the required amount. Such payment may be made in installments and may be deferred until the date or dates when such Equity would have become exercisable or such common shares would have vested. Such payment may be subject to vesting based on Executive’s continuing service, provided that the vesting schedule shall not be less favorable to Executive than the schedule under which such Equity would have become exercisable or such common shares would have vested. This provision is mandatory in the event that the Company is acquired by a private company for cash.

     (f) Vacation. Executive shall have the right to four weeks of vacation during each successive one year period of his employment by the Company, which vacation time shall be taken at such time or times in each such one year period so as not to materially and adversely interfere with the performance of his responsibilities under this Employment Agreement. Executive in addition shall have the right to the same time off work as other employees of the Company.

     (g) Expense Reimbursements. Executive shall have the right to expense reimbursements in accordance with the Company’s standard policy on expense reimbursements. Any reimbursement shall (a) be paid promptly but not later than the last day of the calendar year following the year in which the expense was incurred, (b) not be affected by any other expenses

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that are eligible for reimbursement in any calendar year and (c) not be subject to liquidation or exchange for another benefit.

     (h) Indemnification. The Company shall, to the maximum extent permitted by applicable law and the Company’s governing documents, indemnify Executive and hold Executive harmless from and against any claim, loss or cause of action arising from or out of Executive’s performance as an officer, director, manager or employee of the Company or in any other capacity in which Executive serves at the request of the Board of Directors of the Company. If any claim is asserted hereunder against Executive, the Company shall pay Executive’s legal expenses (or cause such expenses to be paid) on a quarterly basis, provided that Executive shall reimburse the Company, in a timely manner, for such amounts if Executive shall be found by a final, non-appealable order of a court of competent jurisdiction not to be entitled to indemnification. The indemnification obligations of the Company in this paragraph shall survive any termination of this Employment Agreement.

     (i) Directors and Officers Liability Insurance. The Company shall maintain directors and officers liability insurance coverage covering Executive in amounts customary for similarly situated companies in the pharmaceutical industry and with insurers reasonably acceptable to Executive. All policies for such coverage shall provide for insurance on an “occurrence” basis, or if on a “claims-made” basis, with sufficient coverage for claims made after the date on which Executive’s employment with the Company terminates.

SECTION 5. TERMINATION OF EMPLOYMENT

     (a) General. Executive’s employment with the Company shall be “at will,” meaning that either Executive or the Company shall be entitled to terminate Executive’s employment at any time and for any reason, with or without Cause or Good Reason. Any contrary representations that may have been made to Executive shall be superseded by this Employment Agreement. This Employment Agreement shall constitute the full and complete agreement between Executive and the Company on the “at will” nature of Executive’s employment, which may only be changed in an express written agreement signed by Executive and a duly authorized officer of the Company

     (b) Termination by Board of Directors without Cause or by Executive for Good Reason. If the Board of Directors terminates Executive’s employment without Cause or Executive resigns for Good Reason and a Separation occurs, the Company shall pay Executive his earned but unpaid base salary plus 100% of his current total annual base salary (subject to such withholdings as required by law) payable in twelve equal monthly installments, and Executive’s Earned Bonus for the fiscal year of termination that shall be paid in no event later than 2¹/2 months following the close of such fiscal year. The salary continuation payments shall commence within 30 days after Executive returns the release described in Subsection (b)(1) above. This obligation shall remain in effect even if Executive accepts other employment. In addition, the Company shall make any continuation coverage premium payments (not only for Executive, but for Executive’s dependents) for continued health insurance coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), for the one year period following the Separation or, if earlier, until Executive is eligible to be covered under another substantially equivalent medical insurance plan by a subsequent employer.

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     (c) Termination by the Board of Directors for Cause or by Executive without Good Reason. If the Board of Directors of the Company terminates Executive’s employment for Cause or Executive resigns without Good Reason, the Company’s only obligation to Executive under this Employment Agreement shall be to pay Executive his earned but unpaid base salary, if any, up to the date Executive’s employment terminates, and Executive shall have no right to any Earned Bonus or any unpaid bonus payment whatsoever. The Company shall only be obligated to make such payments and provide such benefits under any employee benefit plan, program or policy in which Executive was a participant as are explicitly required to be paid to Executive by the terms of any such benefit plan, program or policy following the date on which Executive’s employment terminates.

     (d) Termination for Disability. The Board of Directors of the Company shall have the right to terminate Executive’s employment on or after the date Executive has a Disability, and such a termination shall not be treated as a termination without Cause under this Employment Agreement. If Executive’s employment is terminated on account of a Disability and a Separation occurs, the Company shall:

          (1) pay Executive his base salary through the end of the month in which a Separation occurs as soon as practicable after the Separation,

          (2) pay Executive his Earned Bonus for the fiscal year in which such Separation occurs; provided that the Earned Bonus shall in no event be paid later than 2¹/2 months after the close of such fiscal year,

          (3) pay or cause the payment of benefits to which Executive is entitled under the terms of the disability plan of the Company covering Executive at the time of such Disability,

          (4) make such payments and provide such benefits as otherwise called for under the terms of the ISP and each other employee benefit plan, program and policy in which Executive was a participant; provided no payments made under Section 5(e)(1), Section 5(e)(2), or Section 5(e)(3) shall be taken into account in computing any payments or benefits described in this Section 5(e)(4), and

          (5) make any COBRA continuation coverage premium payments (not only for Executive, but also for Executive’s dependents), for the 18 month period following the termination of Executive’s employment or, if earlier, until Executive is eligible to be covered under another substantially equivalent medical insurance plan by a subsequent employer.

     (e) Death. If Executive’s employment terminates as a result of his death, the Company shall:

          (1) pay Executive his base salary through the end of the month in which his employment terminates as soon as practicable after his employment terminates,

          (2) pay Executive his Earned Bonus, when actually determined, for the year in which Executive’s death occurs,

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          (3) make such payments and provide such benefits as otherwise called for under the terms of the ISP and each other employee benefit plan, program and policy in which Executive was a participant; provided no payments made under Section 5(f)(1) or Section 5(f)(2) shall be taken into account in computing any payments or benefits described in this Section 5(f)(3), and

          (4) make any COBRA continuation coverage premium payments for Executive’s dependents, for the one year period following Executive’s death or, if earlier, until such dependents are eligible to be covered under another substantially equivalent medical insurance plan.

SECTION 6. COVENANTS BY EXECUTIVE

     (a) Company Property. Executive upon the termination of Executive’s employment for any reason or, if earlier, upon the Company’s request shall promptly return all Company Property which had been entrusted or made available to Executive by the Company, where the term “Property” means all records, files, memoranda, reports, price lists, customer lists, drawings, plans, sketches, keys, codes, computer hardware and software and other property of any kind or description prepared, used or possessed by Executive during Executive’s employment by the Company (and any duplicates of any such Property) together with any and all information, ideas, concepts, discoveries, and inventions and the like conceived, made, developed or acquired at any time by Executive individually or, with others during Executive’s employment which relate to the Company or its products or services.

     (b) Trade Secrets. Executive agrees that Executive shall hold in a fiduciary capacity for the benefit of the Company and its affiliates and shall not directly or indirectly use or disclose any Trade Secret that Executive may have acquired (whether or not developed or compiled by Executive and whether or not Executive is authorized to have access to such information) during the term of Executive’s employment by the Company or any of its predecessors for so long as such information remains a Trade Secret, where the term “Trade Secret” means information, including, but not limited to, technical or non-technical data, a formula, a pattern, a compilation, a program, a device, a method, a technique, a drawing or a process that (1) derives economic value, actual or potential, from not being generally known to, and not being generally readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use and (2) is the subject of reasonable efforts by the Company and any of its affiliates to maintain its secrecy. This Section 6(b) is intended to provide rights to the Company and its affiliates which are in addition to, not in lieu of, those rights the Company and its affiliates have under the common law or applicable statutes for the protection of trade secrets.

     (c) Confidential Information. Executive while employed by the Company or its affiliates and for the three year period thereafter shall hold in a fiduciary capacity for the benefit of the Company and its affiliates, and shall not directly or indirectly use or disclose, any Confidential Information that Executive may have acquired (whether or not developed or compiled by Executive and whether or not Executive is authorized to have access to such information) during the term of, and in the course of, or as a result of Executive’s employment by the Company or its predecessors without the prior written consent of the Board of Directors of the Company unless and except to the extent that such disclosure is (i) made in the ordinary

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course of Executive’s performance of his duties under this Employment Agreement or (ii) required by any subpoena or other legal process (in which event Executive will give the Company prompt notice of such subpoena or other legal process in order to permit the Company to seek appropriate protective orders). For the purposes of this Employment Agreement, the term “Confidential Information” means any secret, confidential or proprietary information possessed by the Company or any of its affiliates, including, without limitation, trade secrets, customer or supplier lists, details of client or consultant contracts, current and anticipated customer requirements, pricing policies, price lists, market studies, business plans, operational methods, marketing plans or strategies, product development techniques or flaws, computer software programs (including object code and source code), data and documentation data, base technologies, systems, structures and architectures, inventions and ideas, past current and planned research and development, compilations, devices, methods, techniques, processes, financial information and data, business acquisition plans and new personnel acquisition plans (not otherwise included as a Trade Secret under this Employment Agreement) that has not become generally available to the public, and the term “Confidential Information” may include, but not be limited to, future business plans, licensing strategies, advertising campaigns, information regarding customers or suppliers, executives and independent contractors and the terms and conditions of this Employment Agreement. Notwithstanding the provisions of this Section 6(c) to the contrary, Executive shall be permitted to furnish this Employment Agreement to a subsequent employer or prospective employer.

     (d) Non-solicitation of Customers or Employees.

          (1) Executive (i) while employed by the Company or any of its affiliates shall not, on Executive’s own behalf or on behalf of any person, firm, partnership, association, corporation or business organization, entity or enterprise (other than the Company or one of its affiliates), solicit business for a Competing Business from customers or suppliers of the Company or any of its affiliates and (ii) during the Restricted Period shall not, on Executive’s own behalf or on behalf of any person, firm, partnership, association, corporation or business organization, entity or enterprise, solicit business for a Competing Business from customers or suppliers of the Company or any of its affiliates with whom Executive, in the case of both clauses (i) and (ii) above, had or made material business contact with in the course of Executive’s employment by the Company within the 24 month period immediately preceding the beginning of the Restricted Period.

          (2) Executive (i) while employed by the Company or any of its affiliates shall not, either directly or indirectly, call on, solicit or attempt to induce any other officer, employee or independent contractor of the Company or any of its affiliates to terminate his or her employment with such business and shall not assist any other person or entity in such a solicitation (regardless of whether any such officer, employee or independent contractor would commit a breach of contract by terminating his or her employment), and (ii) during the Restricted Period, shall not, either directly or indirectly, call on, solicit or attempt to induce any other officer, employee or independent contractor of such business with whom Executive had contact, knowledge of, or association in the course of Executive’s employment with the Company or any of its predecessors or affiliates, as the case may be, during the 12 month period immediately preceding the beginning of the Restricted Period, to terminate his or her employment with the Company or any of its

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affiliates and shall not assist any other person or entity in such a solicitation (regardless of whether any such officer, employee or independent contractor would commit a breach of contract by terminating his or her employment). Notwithstanding the foregoing, nothing shall prohibit any person from contacting Executive about employment or other engagement during the Restricted Period, provided that Executive does not solicit the contact.

     (e) Non-competition Obligation. Without the prior written consent of the Company, Executive, while employed by the Company or any of its affiliates and thereafter until the end of the Restricted Period, will not engage in any of the activities described in Section 3(b)(1) hereof within the geographical area in which the Company or any of its affiliates is actively engaged in developing, marketing and selling ophthalmic pharmaceuticals, for himself or on behalf of any other person, partnership, corporation or other business entity which is in a Competing Business for purposes of competing with the Company. Notwithstanding the preceding sentence, Executive will not be prohibited from owning less than 5% percent of any publicly traded corporation, whether or not such corporation is in a Competing Business.

     (f) Reasonable and Continuing Obligations. Executive agrees that Executive’s obligations under this Section 6 are obligations which will continue beyond the date Executive’s employment terminates and that such obligations are reasonable, fair and equitable in scope, terms and duration, are necessary to protect the Company’s legitimate business interests and are a material inducement to the Company to enter into this Employment Agreement.

     (g) Remedy for Breach. Executive agrees that the remedies at law of the Company for any actual or threatened breach by Executive of the covenants in this Section 6 would be inadequate and that the Company shall be entitled to specific performance of the covenants in this Section 6, including entry of a temporary restraining order in state or federal court, preliminary and permanent injunctive relief against activities in violation of this Section 6, or both, or other appropriate judicial remedy, writ or order, in addition to any damages and legal expenses which the Company may be legally entitled to recover. The Company agrees, however, to give Executive and, if known, Executive’s attorney reasonable advance notice of any legal proceeding, including any application for a temporary restraining order, relating to an attempt to enforce the covenants in this Section 6 against Executive. Executive acknowledges and agrees that the covenants in this Section 6 shall be construed as agreements independent of any other provision of this Employment Agreement or any other agreement between the Company and Executive, and that the existence of any claim or cause of action by Executive against the Company, whether predicated upon this Employment Agreement or any other agreement, shall not constitute a defense to the enforcement by the Company of such covenants.

     (h) Termination of Restrictive Covenants. In addition to any other right or remedy available to Executive, Executive shall no longer be bound by any of the restrictions set forth in this Section 6 if the Company fails to pay or to provide Executive when due the amounts and benefits due hereunder or under any agreement ancillary hereto, and Executive’s pursuit of such remedy shall not relieve the Company from its obligations to pay and to provide such amounts and benefits to Executive.

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     (i) Ownership of Inventions, Discoveries, Improvements, Etc.

          (1) Executive shall promptly disclose and describe to the Company all inventions, improvements, discoveries and technical developments, whether or not patentable, made or conceived by Executive, either alone or with others, during such time as Executive is employed with the Company, and within one year after the date upon such employment terminates, and that (i) are based in whole or in part upon Confidential Information, or (ii) during such time as Executive is employed with the Company are along the lines of, useful in or related to the business of the Company, or (iii) result from, or are suggested by, any work that may be done by Executive for or on behalf of the Company (“Inventions”). Executive hereby assigns and agrees to assign to the Company Executive’s entire right, title and interest in and to such Inventions (the “Assigned Inventions”), and agrees to cooperate with the Company both during and after such time as Executive is employed with the Company in the procurement and maintenance, at the Company’s expense and at its direction, of patents, copyright registrations and/or protection of the Company’s rights in such Inventions. Executive shall keep and maintain adequate and current written records of all such Inventions, which shall be and remain the property of the Company.

          (2) If a patent application, trademark registration or copyright registration is filed by Executive or on Executive’s behalf, or a copyright notice indicating Executive’s authorship is used by Executive or on Executive’s behalf, within one year after the date on which Executive’s employment with the Company terminates, that describes or identifies any Invention within the scope of Executive’s work for the Company or that otherwise related to a portion of the Company’s business (or any division thereof) of which Executive had knowledge such time as Executive was employed with the Company, it is to be conclusively presumed that the Invention was conceived by Executive during the such time as Executive was employed with the Company. Executive agrees to notify the Company promptly of any such application or registration and to assign to the Company Executive’s entire right, title and interest in such Invention arid in such application or registration.

          (3) If (i) Executive uses or discloses any of Executive’s own or any third party’s confidential information or intellectual property (collectively, “Restricted Materials”) when acting within the scope of Executive’s employment (or otherwise on behalf of the Company), or (ii) any Assigned Invention cannot be fully made, used, reproduced or otherwise exploited without using or violating any Restricted Materials, Executive hereby grants and agrees to grant to the Company a perpetual, irrevocable, worldwide, royalty-free, non-exclusive, sublicensable right and license to exploit and exercise all such Restricted Materials and intellectual property rights therein. Executive will not use or disclose any Restricted Materials for which Executive is not fully authorized to grant the foregoing license.

          (4) To the extent allowed by applicable law, the terms of this Section 6(i) include all rights of paternity, integrity, disclosure and withdrawal and any other rights that may be known as or referred to as moral rights, artist’s rights, droit moral or the like (collectively, “Moral Rights”). To the extent Executive retains any such Moral Rights

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under applicable law, Executive hereby ratifies and consents to any action that may be taken with respect to such Moral Rights by or authorized by the Company and agrees not to assert any Moral Rights with respect thereto. Executive will confirm any such ratification, consent or agreement from time to time as requested by the Company.

SECTION 7. MISCELLANEOUS

     (a) Notices. Notices and all other communications shall be in writing and shall be deemed to have been duly given when personally delivered or when mailed by United States registered or certified mail. Notices to the Company shall be sent to:

Alimera Sciences, Inc.
6120 Windward Parkway, Suite 290
Alpharetta, Georgia 30005
Attention: Chief Executive Officer
Facsimile: 678-990-5744

     Notices and communications to Executive shall be sent to the address Executive most recently provided to the Company.

     (b) No Waiver. Except for the notice described in Section 7(a), no failure by either the Company or Executive at any time to give notice of any breach by the other of, or to require compliance with, any condition or provision of this Employment Agreement shall be deemed a waiver of any provisions or conditions of this Employment Agreement.

     (c) Tax Matters.

          (1) All payments made under this Employment Agreement shall be subject to reduction to reflect taxes or other charges required to be withheld by law. For purposes of Section 409A of the Code, each periodic salary continuation payment under Section 5(b) is hereby designated as a separate payment. If the Company determines that Executive is a “specified employee” under Section 409A(a)(2)(B)(i) of the Code and the regulations thereunder at the time of his Separation, then (i) the salary continuation payments under Section 5(b), to the extent not exempt from Section 409A of the Code, shall commence during the seventh month after Executive’s Separation and (ii) the installments that otherwise would have been paid during the first six months following Executive’s Separation shall be paid in a lump sum when such salary continuation payments commence. The Company shall not have a duty to design its compensation policies in a manner that minimizes Executive’s tax liabilities, and Executive shall not make any claim against the Company or the Board related to tax liabilities arising from the Executive’s compensation.

          (2) Certain payments, distributions and acceleration of vesting for Executive made in connection with an acquisition of ownership or effective control of the Company or ownership of a substantial portion of the Company’s assets (within the meaning of section 280G of the Code and the regulations thereunder, can be subject to certain tax penalties under sections 280G and 4999 of the Code. This includes amounts payable or distributable pursuant to the terms of this Agreement or otherwise. The excise tax on any

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such payments, determined under sections 280G and 4999 of the Code, generally applies if all of Executive’s parachute payments together equal or exceed 300% of his/her average annual W-2 compensation from the Company.

     (d) Georgia Law. This Employment Agreement shall be governed by the law of the State of Georgia, without regard to its provisions relating to choice of law or conflicts of law. Any litigation that may be brought by either the Company or Executive involving the enforcement of this Employment Agreement or any rights, duties, or obligations under this Employment Agreement, shall be brought exclusively in a Georgia state court or United States District Court in Georgia.

     (e) Assignment. This Employment Agreement shall be binding upon and inure to the benefit of the Company and any successor in interest to the Company. The Company may assign this Employment Agreement to any affiliate or successor that acquires all or substantially all of the assets and business of the Company or a majority of the voting interests of the Company, and no such assignment shall be treated as a termination of Executive’s employment under this Employment Agreement. Executive’s rights and obligations under this Employment Agreement are personal and shall not be assigned or transferred.

     (f) Other Agreements. This Employment Agreement replaces and merges any and all previous agreements and understandings regarding all the terms and conditions of Executive’s employment relationship with the Company, and this Employment Agreement constitutes the entire agreement between the Company and Executive with respect to such terms and conditions.

     (g) Amendment. No amendment to this Employment Agreement shall be effective unless it is in writing and signed by the Company and by Executive.

     (h) Invalidity. If any part of this Employment Agreement is held by a court of competent jurisdiction to be invalid or otherwise unenforceable, the remaining part shall be unaffected and shall continue in full force and effect, and the invalid or otherwise unenforceable part shall be deemed not to be part of this Employment Agreement.

     (i) Litigation. In the event that either party to this Employment Agreement institutes litigation against the other party to enforce his or its respective rights under this Employment Agreement, each party shall pay its own costs and expenses incurred in connection with such litigation.

[The remainder of this page intentionally left blank]

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     IN WITNESS WHEREOF, the Company and Executive have executed this Employment Agreement in multiple originals effective as of the Effective Date.

ALIMERA SCIENCES, INC.		EXECUTIVE
By:	/s/ C. Daniel Myers	By:	/s/ Richard S. Eiswirth, Jr.
Name:	C. Daniel Myers	Name:	Richard S. Eiswirth, Jr.
Title:	President/CEO	Title:	CFO
Date:	August 18, 2008	Date:	August 18, 2008

EX-10.4

Exhibit 10.4

AMENDED AND RESTATED EMPLOYMENT AGREEMENT
WITH
ALIMERA SCIENCES, INC.

     This Amended and Restated Employment Agreement (this “Employment Agreement”) entered into between Alimera Sciences, Inc., a Delaware corporation (the “Company”), and David Holland (“Executive”), as of the latest date set forth on the signature page hereto.

RECITALS:

     WHEREAS, the Company is engaged in the business of developing, marketing and selling ophthalmic pharmaceuticals in the United States and throughout the world;

     WHEREAS, Company and Executive desire that Executive continue to provide the Company employment services upon the terms and conditions set forth below;

     WHEREAS, the Company and Executive previously entered into that certain Employment Agreement, dated as of June 29, 2004 (the “Original Agreement”); and

     WHEREAS, pursuant to the terms of the Original Agreement, the Company and Executive desire to amend and restate the Original Agreement, effective as of the date hereof (the “Amendment Date”) to, among other things, reflect new acceleration provisions and to comply with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”).

     NOW, THEREFORE, in consideration of the promises and mutual covenants contained herein, the parties, intending to be legally bound, agree as follows:

AGREEMENT:

SECTION 1. EFFECTIVE DATE

     Subject to the terms and conditions set forth in this Employment Agreement, the Company agrees to continue to employ Executive, and Executive agrees to continue to be employed by the Company as of the date hereto (the “Effective Date”).

SECTION 2. DEFINITIONS

     “Cause” means

     (1) Executive’s gross negligence or willful misconduct with respect to the business and affairs of the Company, including violation of any material policy of the Company that is not cured within 30 days after written notice thereof is given to Executive by the Company;

     (2) Executive’s conviction of, or entering a guilty plea or plea of no contest with respect to, a felony; or

     (3) Executive engages in any material breach of the terms of this Employment Agreement or fails to fulfill his responsibilities under this Employment Agreement and such breach or failure, as the case may be, is not cured, or is not capable of being cured, within 30 days after written notice thereof is given to Executive by the Company.

     “Change in Control” means (i) the consummation of a merger or consolidation of the Company with or into another entity or any other corporate reorganization, if persons who were not stockholders of the Company immediately prior to such merger, consolidation or other reorganization own immediately after such merger, consolidation or other reorganization 50% or more of the voting power of the outstanding securities of each of (A) the continuing or surviving entity and (B) any direct or indirect parent corporation of such continuing or surviving entity or (ii) the sale, transfer or other disposition of all or substantially all of the Company’s assets. A transaction shall not constitute a Change in Control if its sole purpose is to change the state of the Company’s incorporation or to create a holding company that will be owned in substantially the same proportions by the persons who held the Company’s securities immediately before such transaction.

     Competing Business” means any business which develops, sells or markets ophthalmic pharmaceuticals.

     “Disability” means a condition which renders Executive unable (as determined by the Board of Directors of the Company in good faith after consultation with a physician mutually selected by the Executive and the Board of Directors of the Company) to regularly perform his duties hereunder by reason of illness or injury for a period of more than six consecutive months with or without reasonable accommodation.

     “Earned Bonus” means the bonus, determined based on the actual performance of the Company for the full fiscal year in which Executive’s employment terminates, that Executive would have earned for the year in which his employment terminates had he remained employed for the entire year, prorated based on the ratio of the number of days during such year that Executive was employed to 365. Such Earned Bonus will be determined and paid to Executive no later than 2¹/2 months after the close of the fiscal year in which the Earned Bonus was earned.

     “Equity” means (i) all shares of Stock; (ii) all options and other rights to purchase shares of Stock; (iii) all stock units, performance units or phantom shares whose value is measured by the value of shares of Stock; and (iv) all stock appreciation rights whose value is measured by increases in the value of shares of Stock.

     For purposes of Section 4(e), “Good Reason” shall mean (i) a material diminution of Executive’s authority, duties or responsibilities; (ii) a geographic relocation of the Company’s headquarters, or Executive’s primary business location, to a location that is more than 35 miles from the present location of the Company’s corporate headquarters or Executive’s primary business location, as the case may be; or (iii) any breach by the Company of the Employment Agreement, which is material and which is not cured within 30 days after written notice thereof to the Company from Executive.

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     For purposes of Section 5, “Good Reason” shall be mean that Executive resigns within 12 months after one of the following conditions has come into existence without his consent: (i) a reduction in Executive’s base salary from the amount set forth in Section 4(a) hereof; (ii) a material adverse change in Executive’s primary responsibilities or duties; (iii) a geographical relocation of the Company’s corporate headquarters, or the Executive’s primary business location, to a location that is more than 35 miles from the present location of the Company’s corporate headquarters or Executive’s primary business location, as the case may be; (iv) any breach by the Company of this Employment 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 Company and the Board of Directors of the Company from Executive. A condition shall not be considered “Good Reason” unless Executive gives the Company written notice of such condition within 90 days after such condition comes into existence and the Company fails to remedy such condition within 30 days after receiving Executive’s written notice.

     “ISP” means the Alimera Sciences, Inc. 2004 Incentive Stock Plan as amended from time to time, the Alimera Sciences, Inc. 2005 Incentive Stock Plan as amended from time to time, and any successor to such plan.

     “Restricted Period” means the 12 month period beginning on and after the Executive’s employment with the Company is terminated pursuant to the terms of this Employment Agreement.

     “Separation” means a “separation from service”, as defined in the regulations under Section 409A of the Code.

SECTION 3. TITLE, POWERS AND RESPONSIBILITIES

     (a) Title. Executive shall be Vice President of Marketing.

     (b) Powers and Responsibilities.

     (1) Executive in fulfilling his responsibilities shall have such powers as are normally and customarily associated with a Vice President of Marketing in a company of similar size and operating in a similar industry, including the power to hire and fire employees and executives of the Company reporting to Executive and such other powers as authorized by the Board of Directors of the Company.

     (2) Executive, as a condition to his employment under this Employment Agreement, represents and warrants that he can assume and fulfill responsibilities described in Section 3(b)(1) without any risk of violating any non-compete or other restrictive covenant or other agreement to which he is a party.

     (c) Reporting Relationship. Executive shall report to the Company’s chief executive officer.

     (d) Full Time Basis. Executive shall undertake to perform all his responsibilities and exercise all his powers in good faith and on a full-time basis.

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SECTION 4. COMPENSATION, BENEFITS, ETC.

     (a) Annual Base Salary. Executive’s base salary shall be $210,000 per year, which amount may be reviewed and increased at the discretion of the Board of Directors of the Company or any committee of the Board of Directors of the Company duly authorized to take such action. Executive’s base salary shall be payable in accordance with the Company’s standard payroll practices and policies for executives and shall be subject to such withholdings as required by law or as otherwise permissible under such practices or policies.

     (b) Annual Bonus. The Company shall pay an annual bonus for a fiscal year to Executive no later than 2¹/2 months after the close of such fiscal year, in the amount, and subject to the terms and conditions of the Company’s Management Cash Incentive Program (or any predecessor or successor cash incentive plan thereto), which may be reviewed at the discretion of the Board of Directors of the Company or any committee of the Board of Directors of the Company duly authorized to take such action. The determinations of the Board or its Compensation Committee with respect to such bonus shall be final and binding; provided, that Executive’s target annual bonus amount shall not be reduced to an amount below 25% of the Executive’s then-current base salary.

     (c) Employee Benefit Plans. Executive shall be eligible to participate, on terms no less favorable to Executive than the terms for participation of any other executive of the Company at the same level within the Company as Executive, in the employee benefit plans, programs and policies maintained by the Company in accordance with the terms and conditions to participate in such plans, programs and policies as in effect from time to time.

     (d) Stock Options. Executive shall receive stock options at the discretion of the Board of Directors of the Company, subject to the terms and conditions set forth in the ISP and any corresponding option certificate granted to Executive under the ISP. As of the Effective Date, Executive shall be entitled to a grant of stock options as set forth on Schedule B attached hereto.

     (e) Acceleration. The following terms shall apply to all of Executive’s Equity outstanding as of the Amendment Date, and to all future grants of Equity:

     (1) The vested percentage of Executive’s Equity shall be determined by adding 12 months to the actual period of service that Executive has completed with the Company if the Company is subject to a Change in Control before Executive’s service with the Company terminates (i.e., Executive’s vesting shall be accelerated by an additional 12 months). The remaining unvested Equity shall vest in the same amount per vesting period as prior to the Change in Control.

     (2) Executive shall vest in 100% of the remaining unvested Equity if (a) the Company is subject to a Change in Control before Executive’s service with the Company terminates and (b) within 12 months after the Change in Control, Executive is terminated by the Company (or its successor) without Cause or Executive terminates his employment for Good Reason.

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     (3) In the event that the Company is a party to a merger or consolidation, all outstanding Equity shall vest in full unless the agreement evidencing the merger or consolidation provides for one or more of the following:

     (A) The continuation of such outstanding Equity by the Company (if the Company is the surviving corporation).

     (B) The assumption of such outstanding Equity by the surviving corporation or its parent.

     (C) The substitution by the surviving corporation or its parent of new Equity for such outstanding Equity.

     (D) Full exercisability of outstanding Equity and full vesting of the common shares subject to such Equity, followed by the cancellation of such Equity. The full exercisability of such Equity and full vesting of such common shares may be contingent on the closing of such merger or consolidation.

     (E) The cancellation of outstanding Equity and a payment to Executive equal to the excess of (i) the Fair Market Value of the common shares subject to such Equity (whether or not such Equity is then exercisable or such common shares are then vested) as of the closing date of such merger or consolidation over (ii) the exercise price. Such payment shall be made in the form of cash, cash equivalents, or securities of the surviving corporation or its parent with a fair market value equal to the required amount. Such payment may be made in installments and may be deferred until the date or dates when such Equity would have become exercisable or such common shares would have vested. Such payment may be subject to vesting based on Executive’s continuing service, provided that the vesting schedule shall not be less favorable to Executive than the schedule under which such Equity would have become exercisable or such common shares would have vested. This provision is mandatory in the event that the Company is acquired by a private company for cash.

     (f) Vacation. Executive shall have the right to four weeks of vacation during each successive one year period of his employment by the Company, which vacation time shall be taken at such time or times in each such one year period so as not to materially and adversely interfere with the performance of his responsibilities under this Employment Agreement. Executive in addition shall have the right to the same time off work as other employees of the Company.

     (g) Expense Reimbursements. Executive shall have the right to expense reimbursements in accordance with the Company’s standard policy on expense reimbursements. Any reimbursement shall (a) be paid promptly but not later than the last day of the calendar year following the year in which the expense was incurred, (b) not be affected by any other expenses

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that are eligible for reimbursement in any calendar year and (c) not be subject to liquidation or exchange for another benefit.

     (h) Indemnification. The Company shall, to the maximum extent permitted by applicable law and the Company’s governing documents, indemnify Executive and hold Executive harmless from and against any claim, loss or cause of action arising from or out of Executive’s performance as an officer, director, manager or employee of the Company or in any other capacity in which Executive serves at the request of the Board of Directors of the Company. If any claim is asserted hereunder against Executive, the Company shall pay Executive’s legal expenses (or cause such expenses to be paid) on a quarterly basis, provided that Executive shall reimburse the Company, in a timely manner, for such amounts if Executive shall be found by a final, non-appealable order of a court of competent jurisdiction not to be entitled to indemnification. The indemnification obligations of the Company in this paragraph shall survive any termination of this Employment Agreement.

     (i) Directors and Officers Liability Insurance. The Company shall maintain directors and officers liability insurance coverage covering Executive in amounts customary for similarly situated companies in the pharmaceutical industry and with insurers reasonably acceptable to Executive. All policies for such coverage shall provide for insurance on an “occurrence” basis, or if on a “claims-made” basis, with sufficient coverage for claims made after the date on which Executive’s employment with the Company terminates.

SECTION 5. TERMINATION OF EMPLOYMENT

     (a) General. Executive’s employment with the Company shall be “at will,” meaning that either Executive or the Company shall be entitled to terminate Executive’s employment at any time and for any reason, with or without Cause or Good Reason. Any contrary representations that may have been made to Executive shall be superseded by this Employment Agreement. This Employment Agreement shall constitute the full and complete agreement between Executive and the Company on the “at will” nature of Executive’s employment, which may only be changed in an express written agreement signed by Executive and a duly authorized officer of the Company

     (b) Termination by Board of Directors without Cause or by Executive for Good Reason. If the Board of Directors terminates Executive’s employment without Cause or Executive resigns for Good Reason and a Separation occurs, the Company shall pay Executive his earned but unpaid base salary plus 100% of his current total annual base salary (subject to such withholdings as required by law) payable in twelve equal monthly installments, and Executive’s Earned Bonus for the fiscal year of termination that shall be paid in no event later than 2¹/2 months following the close of such fiscal year. The salary continuation payments shall commence within 30 days after Executive returns the release described in Subsection (b)(1) above. This obligation shall remain in effect even if Executive accepts other employment. In addition, the Company shall make any continuation coverage premium payments (not only for Executive, but for Executive’s dependents) for continued health insurance coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), for the one year period following the Separation or, if earlier, until Executive is eligible to be covered under another substantially equivalent medical insurance plan by a subsequent employer.

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     (c) Termination by the Board of Directors for Cause or by Executive without Good Reason. If the Board of Directors of the Company terminates Executive’s employment for Cause or Executive resigns without Good Reason, the Company’s only obligation to Executive under this Employment Agreement shall be to pay Executive his earned but unpaid base salary, if any, up to the date Executive’s employment terminates, and Executive shall have no right to any Earned Bonus or any unpaid bonus payment whatsoever. The Company shall only be obligated to make such payments and provide such benefits under any employee benefit plan, program or policy in which Executive was a participant as are explicitly required to be paid to Executive by the terms of any such benefit plan, program or policy following the date on which Executive’s employment terminates.

     (d) Termination for Disability. The Board of Directors of the Company shall have the right to terminate Executive’s employment on or after the date Executive has a Disability, and such a termination shall not be treated as a termination without Cause under this Employment Agreement. If Executive’s employment is terminated on account of a Disability and a Separation occurs, the Company shall:

     (1) pay Executive his base salary through the end of the month in which a Separation occurs as soon as practicable after the Separation,

     (2) pay Executive his Earned Bonus for the fiscal year in which such Separation occurs; provided that the Earned Bonus shall in no event be paid later than 2¹/2 months after the close of such fiscal year,

     (3) pay or cause the payment of benefits to which Executive is entitled under the terms of the disability plan of the Company covering Executive at the time of such Disability,

     (4) make such payments and provide such benefits as otherwise called for under the terms of the ISP and each other employee benefit plan, program and policy in which Executive was a participant; provided no payments made under Section 5(e)(1), Section 5(e)(2), or Section 5(e)(3) shall be taken into account in computing any payments or benefits described in this Section 5(e)(4), and

     (5) make any COBRA continuation coverage premium payments (not only for Executive, but also for Executive’s dependents), for the 18 month period following the termination of Executive’s employment or, if earlier, until Executive is eligible to be covered under another substantially equivalent medical insurance plan by a subsequent employer.

     (e) Death. If Executive’s employment terminates as a result of his death, the Company shall:

     (1) pay Executive his base salary through the end of the month in which his employment terminates as soon as practicable after his employment terminates,

     (2) pay Executive his Earned Bonus, when actually determined, for the year in which Executive’s death occurs,

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     (3) make such payments and provide such benefits as otherwise called for under the terms of the ISP and each other employee benefit plan, program and policy in which Executive was a participant; provided no payments made under Section 5(f)(1) or Section 5(f)(2) shall be taken into account in computing any payments or benefits described in this Section 5(f)(3), and

     (4) make any COBRA continuation coverage premium payments for Executive’s dependents, for the one year period following Executive’s death or, if earlier, until such dependents are eligible to be covered under another substantially equivalent medical insurance plan.

SECTION 6. COVENANTS BY EXECUTIVE

     (a) Company Property. Executive upon the termination of Executive’s employment for any reason or, if earlier, upon the Company’s request shall promptly return all Company Property which had been entrusted or made available to Executive by the Company, where the term “Property” means all records, files, memoranda, reports, price lists, customer lists, drawings, plans, sketches, keys, codes, computer hardware and software and other property of any kind or description prepared, used or possessed by Executive during Executive’s employment by the Company (and any duplicates of any such Property) together with any and all information, ideas, concepts, discoveries, and inventions and the like conceived, made, developed or acquired at any time by Executive individually or, with others during Executive’s employment which relate to the Company or its products or services.

     (b) Trade Secrets. Executive agrees that Executive shall hold in a fiduciary capacity for the benefit of the Company and its affiliates and shall not directly or indirectly use or disclose any Trade Secret that Executive may have acquired (whether or not developed or compiled by Executive and whether or not Executive is authorized to have access to such information) during the term of Executive’s employment by the Company or any of its predecessors for so long as such information remains a Trade Secret, where the term “Trade Secret” means information, including, but not limited to, technical or non-technical data, a formula, a pattern, a compilation, a program, a device, a method, a technique, a drawing or a process that (1) derives economic value, actual or potential, from not being generally known to, and not being generally readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use and (2) is the subject of reasonable efforts by the Company and any of its affiliates to maintain its secrecy. This Section 6(b) is intended to provide rights to the Company and its affiliates which are in addition to, not in lieu of, those rights the Company and its affiliates have under the common law or applicable statutes for the protection of trade secrets.

     (c) Confidential Information. Executive while employed by the Company or its affiliates and for the three year period thereafter shall hold in a fiduciary capacity for the benefit of the Company and its affiliates, and shall not directly or indirectly use or disclose, any Confidential Information that Executive may have acquired (whether or not developed or compiled by Executive and whether or not Executive is authorized to have access to such information) during the term of, and in the course of, or as a result of Executive’s employment by the Company or its predecessors without the prior written consent of the Board of Directors of the Company unless and except to the extent that such disclosure is (i) made in the ordinary

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course of Executive’s performance of his duties under this Employment Agreement or (ii) required by any subpoena or other legal process (in which event Executive will give the Company prompt notice of such subpoena or other legal process in order to permit the Company to seek appropriate protective orders). For the purposes of this Employment Agreement, the term “Confidential Information” means any secret, confidential or proprietary information possessed by the Company or any of its affiliates, including, without limitation, trade secrets, customer or supplier lists, details of client or consultant contracts, current and anticipated customer requirements, pricing policies, price lists, market studies, business plans, operational methods, marketing plans or strategies, product development techniques or flaws, computer software programs (including object code and source code), data and documentation data, base technologies, systems, structures and architectures, inventions and ideas, past current and planned research and development, compilations, devices, methods, techniques, processes, financial information and data, business acquisition plans and new personnel acquisition plans (not otherwise included as a Trade Secret under this Employment Agreement) that has not become generally available to the public, and the term “Confidential Information” may include, but not be limited to, future business plans, licensing strategies, advertising campaigns, information regarding customers or suppliers, executives and independent contractors and the terms and conditions of this Employment Agreement. Notwithstanding the provisions of this Section 6(c) to the contrary, Executive shall be permitted to furnish this Employment Agreement to a subsequent employer or prospective employer.

     (d) Non-solicitation of Customers or Employees.

     (1) Executive (i) while employed by the Company or any of its affiliates shall not, on Executive’s own behalf or on behalf of any person, firm, partnership, association, corporation or business organization, entity or enterprise (other than the Company or one of its affiliates), solicit business for a Competing Business from customers or suppliers of the Company or any of its affiliates and (ii) during the Restricted Period shall not, on Executive’s own behalf or on behalf of any person, firm, partnership, association, corporation or business organization, entity or enterprise, solicit business for a Competing Business from customers or suppliers of the Company or any of its affiliates with whom Executive, in the case of both clauses (i) and (ii) above, had or made material business contact with in the course of Executive’s employment by the Company within the 24 month period immediately preceding the beginning of the Restricted Period.

     (2) Executive (i) while employed by the Company or any of its affiliates shall not, either directly or indirectly, call on, solicit or attempt to induce any other officer, employee or independent contractor of the Company or any of its affiliates to terminate his or her employment with such business and shall not assist any other person or entity in such a solicitation (regardless of whether any such officer, employee or independent contractor would commit a breach of contract by terminating his or her employment), and (ii) during the Restricted Period, shall not, either directly or indirectly, call on, solicit or attempt to induce any other officer, employee or independent contractor of such business with whom Executive had contact, knowledge of, or association in the course of Executive’s employment with the Company or any of its predecessors or affiliates, as the case may be, during the 12 month period immediately preceding the beginning of the Restricted Period, to terminate his or her employment with the Company or any of its

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affiliates and shall not assist any other person or entity in such a solicitation (regardless of whether any such officer, employee or independent contractor would commit a breach of contract by terminating his or her employment). Notwithstanding the foregoing, nothing shall prohibit any person from contacting Executive about employment or other engagement during the Restricted Period, provided that Executive does not solicit the contact.

     (e) Non-competition Obligation. Without the prior written consent of the Company, Executive, while employed by the Company or any of its affiliates and thereafter until the end of the Restricted Period, will not engage in any of the activities described in Section 3(b)(1) hereof within the geographical area in which the Company or any of its affiliates is actively engaged in developing, marketing and selling ophthalmic pharmaceuticals, for himself or on behalf of any other person, partnership, corporation or other business entity which is in a Competing Business for purposes of competing with the Company. Notwithstanding the preceding sentence, Executive will not be prohibited from owning less than 5% percent of any publicly traded corporation, whether or not such corporation is in a Competing Business.

     (f) Reasonable and Continuing Obligations. Executive agrees that Executive’s obligations under this Section 6 are obligations which will continue beyond the date Executive’s employment terminates and that such obligations are reasonable, fair and equitable in scope, terms and duration, are necessary to protect the Company’s legitimate business interests and are a material inducement to the Company to enter into this Employment Agreement.

     (g) Remedy for Breach. Executive agrees that the remedies at law of the Company for any actual or threatened breach by Executive of the covenants in this Section 6 would be inadequate and that the Company shall be entitled to specific performance of the covenants in this Section 6, including entry of a temporary restraining order in state or federal court, preliminary and permanent injunctive relief against activities in violation of this Section 6, or both, or other appropriate judicial remedy, writ or order, in addition to any damages and legal expenses which the Company may be legally entitled to recover. The Company agrees, however, to give Executive and, if known, Executive’s attorney reasonable advance notice of any legal proceeding, including any application for a temporary restraining order, relating to an attempt to enforce the covenants in this Section 6 against Executive. Executive acknowledges and agrees that the covenants in this Section 6 shall be construed as agreements independent of any other provision of this Employment Agreement or any other agreement between the Company and Executive, and that the existence of any claim or cause of action by Executive against the Company, whether predicated upon this Employment Agreement or any other agreement, shall not constitute a defense to the enforcement by the Company of such covenants.

     (h) Termination of Restrictive Covenants. In addition to any other right or remedy available to Executive, Executive shall no longer be bound by any of the restrictions set forth in this Section 6 if the Company fails to pay or to provide Executive when due the amounts and benefits due hereunder or under any agreement ancillary hereto, and Executive’s pursuit of such remedy shall not relieve the Company from its obligations to pay and to provide such amounts and benefits to Executive.

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     (i) Ownership of Inventions, Discoveries, Improvements, Etc.

     (1) Executive shall promptly disclose and describe to the Company all inventions, improvements, discoveries and technical developments, whether or not patentable, made or conceived by Executive, either alone or with others, during such time as Executive is employed with the Company, and within one year after the date upon such employment terminates, and that (i) are based in whole or in part upon Confidential Information, or (ii) during such time as Executive is employed with the Company are along the lines of, useful in or related to the business of the Company, or (iii) result from, or are suggested by, any work that may be done by Executive for or on behalf of the Company (“Inventions”). Executive hereby assigns and agrees to assign to the Company Executive’s entire right, title and interest in and to such Inventions (the “Assigned Inventions”), and agrees to cooperate with the Company both during and after such time as Executive is employed with the Company in the procurement and maintenance, at the Company’s expense and at its direction, of patents, copyright registrations and/or protection of the Company’s rights in such Inventions. Executive shall keep and maintain adequate and current written records of all such Inventions, which shall be and remain the property of the Company.

     (2) If a patent application, trademark registration or copyright registration is filed by Executive or on Executive’s behalf, or a copyright notice indicating Executive’s authorship is used by Executive or on Executive’s behalf, within one year after the date on which Executive’s employment with the Company terminates, that describes or identifies any Invention within the scope of Executive’s work for the Company or that otherwise related to a portion of the Company’s business (or any division thereof) of which Executive had knowledge such time as Executive was employed with the Company, it is to be conclusively presumed that the Invention was conceived by Executive during the such time as Executive was employed with the Company. Executive agrees to notify the Company promptly of any such application or registration and to assign to the Company Executive’s entire right, title and interest in such Invention arid in such application or registration.

     (3) If (i) Executive uses or discloses any of Executive’s own or any third party’s confidential information or intellectual property (collectively, “Restricted Materials”) when acting within the scope of Executive’s employment (or otherwise on behalf of the Company), or (ii) any Assigned Invention cannot be fully made, used, reproduced or otherwise exploited without using or violating any Restricted Materials, Executive hereby grants and agrees to grant to the Company a perpetual, irrevocable, worldwide, royalty-free, non-exclusive, sublicensable right and license to exploit and exercise all such Restricted Materials and intellectual property rights therein. Executive will not use or disclose any Restricted Materials for which Executive is not fully authorized to grant the foregoing license.

     (4) To the extent allowed by applicable law, the terms of this Section 6(i) include all rights of paternity, integrity, disclosure and withdrawal and any other rights that may be known as or referred to as moral rights, artist’s rights, droit moral or the like (collectively, “Moral Rights”). To the extent Executive retains any such Moral Rights

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under applicable law, Executive hereby ratifies and consents to any action that may be taken with respect to such Moral Rights by or authorized by the Company and agrees not to assert any Moral Rights with respect thereto. Executive will confirm any such ratification, consent or agreement from time to time as requested by the Company.

SECTION 7. MISCELLANEOUS

     (a) Notices. Notices and all other communications shall be in writing and shall be deemed to have been duly given when personally delivered or when mailed by United States registered or certified mail. Notices to the Company shall be sent to:

Alimera Sciences, Inc.
6120 Windward Parkway, Suite 290
Alpharetta, Georgia 30005
Attention: Chief Executive Officer
Facsimile: 678-990-5744

     Notices and communications to Executive shall be sent to the address Executive most recently provided to the Company.

     (b) No Waiver. Except for the notice described in Section 7(a), no failure by either the Company or Executive at any time to give notice of any breach by the other of, or to require compliance with, any condition or provision of this Employment Agreement shall be deemed a waiver of any provisions or conditions of this Employment Agreement.

     (c) Tax Matters.

     (1) All payments made under this Employment Agreement shall be subject to reduction to reflect taxes or other charges required to be withheld by law. For purposes of Section 409A of the Code, each periodic salary continuation payment under Section 5(b) is hereby designated as a separate payment. If the Company determines that Executive is a “specified employee” under Section 409A(a)(2)(B)(i) of the Code and the regulations thereunder at the time of his Separation, then (i) the salary continuation payments under Section 5(b), to the extent not exempt from Section 409A of the Code, shall commence during the seventh month after Executive’s Separation and (ii) the installments that otherwise would have been paid during the first six months following Executive’s Separation shall be paid in a lump sum when such salary continuation payments commence. The Company shall not have a duty to design its compensation policies in a manner that minimizes Executive’s tax liabilities, and Executive shall not make any claim against the Company or the Board related to tax liabilities arising from the Executive’s compensation.

     (2) Certain payments, distributions and acceleration of vesting for Executive made in connection with an acquisition of ownership or effective control of the Company or ownership of a substantial portion of the Company’s assets (within the meaning of section 280G of the Code and the regulations thereunder, can be subject to certain tax penalties under sections 280G and 4999 of the Code. This includes amounts payable or distributable pursuant to the terms of this Agreement or otherwise. The excise tax on any

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such payments, determined under sections 280G and 4999 of the Code, generally applies if all of Executive’s parachute payments together equal or exceed 300% of his/her average annual W-2 compensation from the Company.

     (d) Georgia Law. This Employment Agreement shall be governed by the law of the State of Georgia, without regard to its provisions relating to choice of law or conflicts of law. Any litigation that may be brought by either the Company or Executive involving the enforcement of this Employment Agreement or any rights, duties, or obligations under this Employment Agreement, shall be brought exclusively in a Georgia state court or United States District Court in Georgia.

     (e) Assignment. This Employment Agreement shall be binding upon and inure to the benefit of the Company and any successor in interest to the Company. The Company may assign this Employment Agreement to any affiliate or successor that acquires all or substantially all of the assets and business of the Company or a majority of the voting interests of the Company, and no such assignment shall be treated as a termination of Executive’s employment under this Employment Agreement. Executive’s rights and obligations under this Employment Agreement are personal and shall not be assigned or transferred.

     (f) Other Agreements. This Employment Agreement replaces and merges any and all previous agreements and understandings regarding all the terms and conditions of Executive’s employment relationship with the Company, and this Employment Agreement constitutes the entire agreement between the Company and Executive with respect to such terms and conditions.

     (g) Amendment. No amendment to this Employment Agreement shall be effective unless it is in writing and signed by the Company and by Executive.

     (h) Invalidity. If any part of this Employment Agreement is held by a court of competent jurisdiction to be invalid or otherwise unenforceable, the remaining part shall be unaffected and shall continue in full force and effect, and the invalid or otherwise unenforceable part shall be deemed not to be part of this Employment Agreement.

     (i) Litigation. In the event that either party to this Employment Agreement institutes litigation against the other party to enforce his or its respective rights under this Employment Agreement, each party shall pay its own costs and expenses incurred in connection with such litigation.

[The remainder of this page intentionally left blank]

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     IN WITNESS WHEREOF, the Company and Executive have executed this Employment Agreement in multiple originals effective as of the Effective Date.

ALIMERA SCIENCES, INC.		EXECUTIVE
By:	/s/ C. Daniel Myers	By:	/s/ David Holland
Name:	C. Daniel Myers	Name:	David Holland
Title:	President/CEO	Title:	VP Marketing
Date:	August 18, 2008	Date:	August 18, 2008

EX-10.5

Exhibit 10.5

AMENDED AND RESTATED EMPLOYMENT AGREEMENT
WITH
ALIMERA SCIENCES, INC.

     This Amended and Restated Employment Agreement (this “Employment Agreement”) entered into between Alimera Sciences, Inc., a Delaware corporation (the “Company”), and Susan Caballa (“Executive”), as of the latest date set forth on the signature page hereto.

RECITALS:

     WHEREAS, the Company is engaged in the business of developing, marketing and selling ophthalmic pharmaceuticals in the United States and throughout the world;

     WHEREAS, Company and Executive desire that Executive continue to provide the Company employment services upon the terms and conditions set forth below;

     WHEREAS, the Company and Executive previously entered into that certain Employment Agreement, dated as of June 29, 2004 (the “Original Agreement”); and

     WHEREAS, pursuant to the terms of the Original Agreement, the Company and Executive desire to amend and restate the Original Agreement, effective as of the date hereof (the “Amendment Date”) to, among other things, reflect new acceleration provisions and to comply with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”).

     NOW, THEREFORE, in consideration of the promises and mutual covenants contained herein, the parties, intending to be legally bound, agree as follows:

AGREEMENT:

SECTION 1. EFFECTIVE DATE

     Subject to the terms and conditions set forth in this Employment Agreement, the Company agrees to continue to employ Executive, and Executive agrees to continue to be employed by the Company as of the date hereto (the “Effective Date”).

SECTION 2. DEFINITIONS

     “Cause” means

     (1) Executive’s gross negligence or willful misconduct with respect to the business and affairs of the Company, including violation of any material policy of the Company that is not cured within 30 days after written notice thereof is given to Executive by the Company;

     (2) Executive’s conviction of, or entering a guilty plea or plea of no contest with respect to, a felony; or

     (3) Executive engages in any material breach of the terms of this Employment Agreement or fails to fulfill his responsibilities under this Employment Agreement and such breach or failure, as the case may be, is not cured, or is not capable of being cured, within 30 days after written notice thereof is given to Executive by the Company.

     “Change in Control” means (i) the consummation of a merger or consolidation of the Company with or into another entity or any other corporate reorganization, if persons who were not stockholders of the Company immediately prior to such merger, consolidation or other reorganization own immediately after such merger, consolidation or other reorganization 50% or more of the voting power of the outstanding securities of each of (A) the continuing or surviving entity and (B) any direct or indirect parent corporation of such continuing or surviving entity or (ii) the sale, transfer or other disposition of all or substantially all of the Company’s assets. A transaction shall not constitute a Change in Control if its sole purpose is to change the state of the Company’s incorporation or to create a holding company that will be owned in substantially the same proportions by the persons who held the Company’s securities immediately before such transaction.

     “Competing Business” means any business which develops, sells or markets ophthalmic pharmaceuticals.

     “Disability” means a condition which renders Executive unable (as determined by the Board of Directors of the Company in good faith after consultation with a physician mutually selected by the Executive and the Board of Directors of the Company) to regularly perform his duties hereunder by reason of illness or injury for a period of more than six consecutive months with or without reasonable accommodation.

     “Earned Bonus” means the bonus, determined based on the actual performance of the Company for the full fiscal year in which Executive’s employment terminates, that Executive would have earned for the year in which his employment terminates had he remained employed for the entire year, prorated based on the ratio of the number of days during such year that Executive was employed to 365. Such Earned Bonus will be determined and paid to Executive no later than 2¹/2 months after the close of the fiscal year in which the Earned Bonus was earned.

     “Equity” means (i) all shares of Stock; (ii) all options and other rights to purchase shares of Stock; (iii) all stock units, performance units or phantom shares whose value is measured by the value of shares of Stock; and (iv) all stock appreciation rights whose value is measured by increases in the value of shares of Stock.

     For purposes of Section 4(e), “Good Reason” shall mean (i) a material diminution of Executive’s authority, duties or responsibilities; (ii) a geographic relocation of the Company’s headquarters, or Executive’s primary business location, to a location that is more than 35 miles from the present location of the Company’s corporate headquarters or Executive’s primary business location, as the case may be; or (iii) any breach by the Company of the Employment Agreement, which is material and which is not cured within 30 days after written notice thereof to the Company from Executive.

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     For purposes of Section 5, “Good Reason” shall be mean that Executive resigns within 12 months after one of the following conditions has come into existence without his consent: (i) a reduction in Executive’s base salary from the amount set forth in Section 4(a) hereof; (ii) a material adverse change in Executive’s primary responsibilities or duties; (iii) a geographical relocation of the Company’s corporate headquarters, or the Executive’s primary business location, to a location that is more than 35 miles from the present location of the Company’s corporate headquarters or Executive’s primary business location, as the case may be; (iv) any breach by the Company of this Employment 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 Company and the Board of Directors of the Company from Executive. A condition shall not be considered “Good Reason” unless Executive gives the Company written notice of such condition within 90 days after such condition comes into existence and the Company fails to remedy such condition within 30 days after receiving Executive’s written notice.

     “ISP” means the Alimera Sciences, Inc. 2004 Incentive Stock Plan as amended from time to time, the Alimera Sciences, Inc. 2005 Incentive Stock Plan as amended from time to time, and any successor to such plan.

     “Restricted Period” means the 12 month period beginning on and after the Executive’s employment with the Company is terminated pursuant to the terms of this Employment Agreement.

     “Separation” means a “separation from service”, as defined in the regulations under Section 409A of the Code.

SECTION 3. TITLE, POWERS AND RESPONSIBILITIES

     (a) Title. Executive shall be Senior Vice President, Regulatory and Medical Affairs.

     (b) Powers and Responsibilities.

     (1) Executive in fulfilling his responsibilities shall have such powers as are normally and customarily associated with a Senior Vice President, Regulatory and Medical Affairs in a company of similar size and operating in a similar industry, including the power to hire and fire employees and executives of the Company reporting to Executive and such other powers as authorized by the Board of Directors of the Company.

     (2) Executive, as a condition to his employment under this Employment Agreement, represents and warrants that he can assume and fulfill responsibilities described in Section 3(b)(1) without any risk of violating any non-compete or other restrictive covenant or other agreement to which he is a party.

     (c) Reporting Relationship. Executive shall report to the Company’s chief executive officer.

     (d) Full Time Basis. Executive shall undertake to perform all his responsibilities and exercise all his powers in good faith and on a full-time basis.

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SECTION 4. COMPENSATION, BENEFITS, ETC.

     (a) Annual Base Salary. Executive’s base salary shall be $220,000 per year, which amount may be reviewed and increased at the discretion of the Board of Directors of the Company or any committee of the Board of Directors of the Company duly authorized to take such action. Executive’s base salary shall be payable in accordance with the Company’s standard payroll practices and policies for executives and shall be subject to such withholdings as required by law or as otherwise permissible under such practices or policies.

     (b) Annual Bonus. The Company shall pay an annual bonus for a fiscal year to Executive no later than 2¹/2 months after the close of such fiscal year, in the amount, and subject to the terms and conditions of the Company’s Management Cash Incentive Program (or any predecessor or successor cash incentive plan thereto), which may be reviewed at the discretion of the Board of Directors of the Company or any committee of the Board of Directors of the Company duly authorized to take such action. The determinations of the Board or its Compensation Committee with respect to such bonus shall be final and binding; provided, that Executive’s target annual bonus amount shall not be reduced to an amount below 25% of the Executive’s then-current base salary.

     (c) Employee Benefit Plans. Executive shall be eligible to participate, on terms no less favorable to Executive than the terms for participation of any other executive of the Company at the same level within the Company as Executive, in the employee benefit plans, programs and policies maintained by the Company in accordance with the terms and conditions to participate in such plans, programs and policies as in effect from time to time.

     (d) Stock Options. Executive shall receive stock options at the discretion of the Board of Directors of the Company, subject to the terms and conditions set forth in the ISP and any corresponding option certificate granted to Executive under the ISP. As of the Effective Date, Executive shall be entitled to a grant of stock options as set forth on Schedule B attached hereto.

     (e) Acceleration. The following terms shall apply to all of Executive’s Equity outstanding as of the Amendment Date, and to all future grants of Equity:

     (1) The vested percentage of Executive’s Equity shall be determined by adding 12 months to the actual period of service that Executive has completed with the Company if the Company is subject to a Change in Control before Executive’s service with the Company terminates (i.e., Executive’s vesting shall be accelerated by an additional 12 months). The remaining unvested Equity shall vest in the same amount per vesting period as prior to the Change in Control.

     (2) Executive shall vest in 100% of the remaining unvested Equity if (a) the Company is subject to a Change in Control before Executive’s service with the Company terminates and (b) within 12 months after the Change in Control, Executive is terminated by the Company (or its successor) without Cause or Executive terminates his employment for Good Reason.

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     (3) In the event that the Company is a party to a merger or consolidation, all outstanding Equity shall vest in full unless the agreement evidencing the merger or consolidation provides for one or more of the following:

     (A) The continuation of such outstanding Equity by the Company (if the Company is the surviving corporation).

     (B) The assumption of such outstanding Equity by the surviving corporation or its parent.

     (C) The substitution by the surviving corporation or its parent of new Equity for such outstanding Equity.

     (D) Full exercisability of outstanding Equity and full vesting of the common shares subject to such Equity, followed by the cancellation of such Equity. The full exercisability of such Equity and full vesting of such common shares may be contingent on the closing of such merger or consolidation.

     (E) The cancellation of outstanding Equity and a payment to Executive equal to the excess of (i) the Fair Market Value of the common shares subject to such Equity (whether or not such Equity is then exercisable or such common shares are then vested) as of the closing date of such merger or consolidation over (ii) the exercise price. Such payment shall be made in the form of cash, cash equivalents, or securities of the surviving corporation or its parent with a fair market value equal to the required amount. Such payment may be made in installments and may be deferred until the date or dates when such Equity would have become exercisable or such common shares would have vested. Such payment may be subject to vesting based on Executive’s continuing service, provided that the vesting schedule shall not be less favorable to Executive than the schedule under which such Equity would have become exercisable or such common shares would have vested. This provision is mandatory in the event that the Company is acquired by a private company for cash.

     (f) Vacation. Executive shall have the right to four weeks of vacation during each successive one year period of his employment by the Company, which vacation time shall be taken at such time or times in each such one year period so as not to materially and adversely interfere with the performance of his responsibilities under this Employment Agreement. Executive in addition shall have the right to the same time off work as other employees of the Company.

     (g) Expense Reimbursements. Executive shall have the right to expense reimbursements in accordance with the Company’s standard policy on expense reimbursements. Any reimbursement shall (a) be paid promptly but not later than the last day of the calendar year following the year in which the expense was incurred, (b) not be affected by any other expenses

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that are eligible for reimbursement in any calendar year and (c) not be subject to liquidation or exchange for another benefit.

     (h) Indemnification. The Company shall, to the maximum extent permitted by applicable law and the Company’s governing documents, indemnify Executive and hold Executive harmless from and against any claim, loss or cause of action arising from or out of Executive’s performance as an officer, director, manager or employee of the Company or in any other capacity in which Executive serves at the request of the Board of Directors of the Company. If any claim is asserted hereunder against Executive, the Company shall pay Executive’s legal expenses (or cause such expenses to be paid) on a quarterly basis, provided that Executive shall reimburse the Company, in a timely manner, for such amounts if Executive shall be found by a final, non-appealable order of a court of competent jurisdiction not to be entitled to indemnification. The indemnification obligations of the Company in this paragraph shall survive any termination of this Employment Agreement.

     (i) Directors and Officers Liability Insurance. The Company shall maintain directors and officers liability insurance coverage covering Executive in amounts customary for similarly situated companies in the pharmaceutical industry and with insurers reasonably acceptable to Executive. All policies for such coverage shall provide for insurance on an “occurrence” basis, or if on a “claims-made” basis, with sufficient coverage for claims made after the date on which Executive’s employment with the Company terminates.

SECTION 5. TERMINATION OF EMPLOYMENT

     (a) General. Executive’s employment with the Company shall be “at will,” meaning that either Executive or the Company shall be entitled to terminate Executive’s employment at any time and for any reason, with or without Cause or Good Reason. Any contrary representations that may have been made to Executive shall be superseded by this Employment Agreement. This Employment Agreement shall constitute the full and complete agreement between Executive and the Company on the “at will” nature of Executive’s employment, which may only be changed in an express written agreement signed by Executive and a duly authorized officer of the Company.

     (b) Termination by Board of Directors without Cause or by Executive for Good Reason. If the Board of Directors terminates Executive’s employment without Cause or Executive resigns for Good Reason and a Separation occurs, the Company shall pay Executive his earned but unpaid base salary plus 100% of his current total annual base salary (subject to such withholdings as required by law) payable in twelve equal monthly installments, and Executive’s Earned Bonus for the fiscal year of termination that shall be paid in no event later than 2¹/2 months following the close of such fiscal year. The salary continuation payments shall commence within 30 days after Executive returns the release described in Subsection (b)(1) above. This obligation shall remain in effect even if Executive accepts other employment. In addition, the Company shall make any continuation coverage premium payments (not only for Executive, but for Executive’s dependents) for continued health insurance coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), for the one year period following the Separation or, if earlier, until Executive is eligible to be covered under another substantially equivalent medical insurance plan by a subsequent employer.

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     (c) Termination by the Board of Directors for Cause or by Executive without Good Reason. If the Board of Directors of the Company terminates Executive’s employment for Cause or Executive resigns without Good Reason, the Company’s only obligation to Executive under this Employment Agreement shall be to pay Executive his earned but unpaid base salary, if any, up to the date Executive’s employment terminates, and Executive shall have no right to any Earned Bonus or any unpaid bonus payment whatsoever. The Company shall only be obligated to make such payments and provide such benefits under any employee benefit plan, program or policy in which Executive was a participant as are explicitly required to be paid to Executive by the terms of any such benefit plan, program or policy following the date on which Executive’s employment terminates.

     (d) Termination for Disability. The Board of Directors of the Company shall have the right to terminate Executive’s employment on or after the date Executive has a Disability, and such a termination shall not be treated as a termination without Cause under this Employment Agreement. If Executive’s employment is terminated on account of a Disability and a Separation occurs, the Company shall:

     (1) pay Executive his base salary through the end of the month in which a Separation occurs as soon as practicable after the Separation,

     (2) pay Executive his Earned Bonus for the fiscal year in which such Separation occurs; provided that the Earned Bonus shall in no event be paid later than 2¹/2 months after the close of such fiscal year,

     (3) pay or cause the payment of benefits to which Executive is entitled under the terms of the disability plan of the Company covering Executive at the time of such Disability,

     (4) make such payments and provide such benefits as otherwise called for under the terms of the ISP and each other employee benefit plan, program and policy in which Executive was a participant; provided no payments made under Section 5(e)(1), Section 5(e)(2), or Section 5(e)(3) shall be taken into account in computing any payments or benefits described in this Section 5(e)(4), and

     (5) make any COBRA continuation coverage premium payments (not only for Executive, but also for Executive’s dependents), for the 18 month period following the termination of Executive’s employment or, if earlier, until Executive is eligible to be covered under another substantially equivalent medical insurance plan by a subsequent employer.

     (e) Death. If Executive’s employment terminates as a result of his death, the Company shall:

     (1) pay Executive his base salary through the end of the month in which his employment terminates as soon as practicable after his employment terminates,

     (2) pay Executive his Earned Bonus, when actually determined, for the year in which Executive’s death occurs,

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     (3) make such payments and provide such benefits as otherwise called for under the terms of the ISP and each other employee benefit plan, program and policy in which Executive was a participant; provided no payments made under Section 5(f)(1) or Section 5(f)(2) shall be taken into account in computing any payments or benefits described in this Section 5(f)(3), and

     (4) make any COBRA continuation coverage premium payments for Executive’s dependents, for the one year period following Executive’s death or, if earlier, until such dependents are eligible to be covered under another substantially equivalent medical insurance plan.

SECTION 6. COVENANTS BY EXECUTIVE

     (a) Company Property. Executive upon the termination of Executive’s employment for any reason or, if earlier, upon the Company’s request shall promptly return all Company Property which had been entrusted or made available to Executive by the Company, where the term “Property” means all records, files, memoranda, reports, price lists, customer lists, drawings, plans, sketches, keys, codes, computer hardware and software and other property of any kind or description prepared, used or possessed by Executive during Executive’s employment by the Company (and any duplicates of any such Property) together with any and all information, ideas, concepts, discoveries, and inventions and the like conceived, made, developed or acquired at any time by Executive individually or, with others during Executive’s employment which relate to the Company or its products or services.

     (b) Trade Secrets. Executive agrees that Executive shall hold in a fiduciary capacity for the benefit of the Company and its affiliates and shall not directly or indirectly use or disclose any Trade Secret that Executive may have acquired (whether or not developed or compiled by Executive and whether or not Executive is authorized to have access to such information) during the term of Executive’s employment by the Company or any of its predecessors for so long as such information remains a Trade Secret, where the term “Trade Secret” means information, including, but not limited to, technical or non-technical data, a formula, a pattern, a compilation, a program, a device, a method, a technique, a drawing or a process that (1) derives economic value, actual or potential, from not being generally known to, and not being generally readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use and (2) is the subject of reasonable efforts by the Company and any of its affiliates to maintain its secrecy. This Section 6(b) is intended to provide rights to the Company and its affiliates which are in addition to, not in lieu of, those rights the Company and its affiliates have under the common law or applicable statutes for the protection of trade secrets.

     (c) Confidential Information. Executive while employed by the Company or its affiliates and for the three year period thereafter shall hold in a fiduciary capacity for the benefit of the Company and its affiliates, and shall not directly or indirectly use or disclose, any Confidential Information that Executive may have acquired (whether or not developed or compiled by Executive and whether or not Executive is authorized to have access to such information) during the term of, and in the course of, or as a result of Executive’s employment by the Company or its predecessors without the prior written consent of the Board of Directors of the Company unless and except to the extent that such disclosure is (i) made in the ordinary

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course of Executive’s performance of his duties under this Employment Agreement or (ii) required by any subpoena or other legal process (in which event Executive will give the Company prompt notice of such subpoena or other legal process in order to permit the Company to seek appropriate protective orders). For the purposes of this Employment Agreement, the term “Confidential Information” means any secret, confidential or proprietary information possessed by the Company or any of its affiliates, including, without limitation, trade secrets, customer or supplier lists, details of client or consultant contracts, current and anticipated customer requirements, pricing policies, price lists, market studies, business plans, operational methods, marketing plans or strategies, product development techniques or flaws, computer software programs (including object code and source code), data and documentation data, base technologies, systems, structures and architectures, inventions and ideas, past current and planned research and development, compilations, devices, methods, techniques, processes, financial information and data, business acquisition plans and new personnel acquisition plans (not otherwise included as a Trade Secret under this Employment Agreement) that has not become generally available to the public, and the term “Confidential Information” may include, but not be limited to, future business plans, licensing strategies, advertising campaigns, information regarding customers or suppliers, executives and independent contractors and the terms and conditions of this Employment Agreement. Notwithstanding the provisions of this Section 6(c) to the contrary, Executive shall be permitted to furnish this Employment Agreement to a subsequent employer or prospective employer.

     (d) Non-solicitation of Customers or Employees.

     (1) Executive (i) while employed by the Company or any of its affiliates shall not, on Executive’s own behalf or on behalf of any person, firm, partnership, association, corporation or business organization, entity or enterprise (other than the Company or one of its affiliates), solicit business for a Competing Business from customers or suppliers of the Company or any of its affiliates and (ii) during the Restricted Period shall not, on Executive’s own behalf or on behalf of any person, firm, partnership, association, corporation or business organization, entity or enterprise, solicit business for a Competing Business from customers or suppliers of the Company or any of its affiliates with whom Executive, in the case of both clauses (i) and (ii) above, had or made material business contact with in the course of Executive’s employment by the Company within the 24 month period immediately preceding the beginning of the Restricted Period.

     (2) Executive (i) while employed by the Company or any of its affiliates shall not, either directly or indirectly, call on, solicit or attempt to induce any other officer, employee or independent contractor of the Company or any of its affiliates to terminate his or her employment with such business and shall not assist any other person or entity in such a solicitation (regardless of whether any such officer, employee or independent contractor would commit a breach of contract by terminating his or her employment), and (ii) during the Restricted Period, shall not, either directly or indirectly, call on, solicit or attempt to induce any other officer, employee or independent contractor of such business with whom Executive had contact, knowledge of, or association in the course of Executive’s employment with the Company or any of its predecessors or affiliates, as the case may be, during the 12 month period immediately preceding the beginning of the Restricted Period, to terminate his or her employment with the Company or any of its

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affiliates and shall not assist any other person or entity in such a solicitation (regardless of whether any such officer, employee or independent contractor would commit a breach of contract by terminating his or her employment). Notwithstanding the foregoing, nothing shall prohibit any person from contacting Executive about employment or other engagement during the Restricted Period, provided that Executive does not solicit the contact.

     (e) Non-competition Obligation. Without the prior written consent of the Company, Executive, while employed by the Company or any of its affiliates and thereafter until the end of the Restricted Period, will not engage in any of the activities described in Section 3(b)(1) hereof within the geographical area in which the Company or any of its affiliates is actively engaged in developing, marketing and selling ophthalmic pharmaceuticals, for himself or on behalf of any other person, partnership, corporation or other business entity which is in a Competing Business for purposes of competing with the Company. Notwithstanding the preceding sentence, Executive will not be prohibited from owning less than 5% percent of any publicly traded corporation, whether or not such corporation is in a Competing Business.

     (f) Reasonable and Continuing Obligations. Executive agrees that Executive’s obligations under this Section 6 are obligations which will continue beyond the date Executive’s employment terminates and that such obligations are reasonable, fair and equitable in scope, terms and duration, are necessary to protect the Company’s legitimate business interests and are a material inducement to the Company to enter into this Employment Agreement.

     (g) Remedy for Breach. Executive agrees that the remedies at law of the Company for any actual or threatened breach by Executive of the covenants in this Section 6 would be inadequate and that the Company shall be entitled to specific performance of the covenants in this Section 6, including entry of a temporary restraining order in state or federal court, preliminary and permanent injunctive relief against activities in violation of this Section 6, or both, or other appropriate judicial remedy, writ or order, in addition to any damages and legal expenses which the Company may be legally entitled to recover. The Company agrees, however, to give Executive and, if known, Executive’s attorney reasonable advance notice of any legal proceeding, including any application for a temporary restraining order, relating to an attempt to enforce the covenants in this Section 6 against Executive. Executive acknowledges and agrees that the covenants in this Section 6 shall be construed as agreements independent of any other provision of this Employment Agreement or any other agreement between the Company and Executive, and that the existence of any claim or cause of action by Executive against the Company, whether predicated upon this Employment Agreement or any other agreement, shall not constitute a defense to the enforcement by the Company of such covenants.

     (h) Termination of Restrictive Covenants. In addition to any other right or remedy available to Executive, Executive shall no longer be bound by any of the restrictions set forth in this Section 6 if the Company fails to pay or to provide Executive when due the amounts and benefits due hereunder or under any agreement ancillary hereto, and Executive’s pursuit of such remedy shall not relieve the Company from its obligations to pay and to provide such amounts and benefits to Executive.

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     (i) Ownership of Inventions, Discoveries, Improvements, Etc.

     (1) Executive shall promptly disclose and describe to the Company all inventions, improvements, discoveries and technical developments, whether or not patentable, made or conceived by Executive, either alone or with others, during such time as Executive is employed with the Company, and within one year after the date upon such employment terminates, and that (i) are based in whole or in part upon Confidential Information, or (ii) during such time as Executive is employed with the Company are along the lines of, useful in or related to the business of the Company, or (iii) result from, or are suggested by, any work that may be done by Executive for or on behalf of the Company (“Inventions”). Executive hereby assigns and agrees to assign to the Company Executive’s entire right, title and interest in and to such Inventions (the “Assigned Inventions”), and agrees to cooperate with the Company both during and after such time as Executive is employed with the Company in the procurement and maintenance, at the Company’s expense and at its direction, of patents, copyright registrations and/or protection of the Company’s rights in such Inventions. Executive shall keep and maintain adequate and current written records of all such Inventions, which shall be and remain the property of the Company.

     (2) If a patent application, trademark registration or copyright registration is filed by Executive or on Executive’s behalf, or a copyright notice indicating Executive’s authorship is used by Executive or on Executive’s behalf, within one year after the date on which Executive’s employment with the Company terminates, that describes or identifies any Invention within the scope of Executive’s work for the Company or that otherwise related to a portion of the Company’s business (or any division thereof) of which Executive had knowledge such time as Executive was employed with the Company, it is to be conclusively presumed that the Invention was conceived by Executive during the such time as Executive was employed with the Company. Executive agrees to notify the Company promptly of any such application or registration and to assign to the Company Executive’s entire right, title and interest in such Invention arid in such application or registration.

     (3) If (i) Executive uses or discloses any of Executive’s own or any third party’s confidential information or intellectual property (collectively, “Restricted Materials”) when acting within the scope of Executive’s employment (or otherwise on behalf of the Company), or (ii) any Assigned Invention cannot be fully made, used, reproduced or otherwise exploited without using or violating any Restricted Materials, Executive hereby grants and agrees to grant to the Company a perpetual, irrevocable, worldwide, royalty-free, non-exclusive, sublicensable right and license to exploit and exercise all such Restricted Materials and intellectual property rights therein. Executive will not use or disclose any Restricted Materials for which Executive is not fully authorized to grant the foregoing license.

     (4) To the extent allowed by applicable law, the terms of this Section 6(i) include all rights of paternity, integrity, disclosure and withdrawal and any other rights that may be known as or referred to as moral rights, artist’s rights, droit moral or the like (collectively, “Moral Rights”). To the extent Executive retains any such Moral Rights

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under applicable law, Executive hereby ratifies and consents to any action that may be taken with respect to such Moral Rights by or authorized by the Company and agrees not to assert any Moral Rights with respect thereto. Executive will confirm any such ratification, consent or agreement from time to time as requested by the Company.

SECTION 7. MISCELLANEOUS

     (a) Notices. Notices and all other communications shall be in writing and shall be deemed to have been duly given when personally delivered or when mailed by United States registered or certified mail. Notices to the Company shall be sent to:

Alimera Sciences, Inc.
6120 Windward Parkway, Suite 290
Alpharetta, Georgia 30005
Attention: Chief Executive Officer
Facsimile: 678-990-5744

     Notices and communications to Executive shall be sent to the address Executive most recently provided to the Company.

     (b) No Waiver. Except for the notice described in Section 7(a), no failure by either the Company or Executive at any time to give notice of any breach by the other of, or to require compliance with, any condition or provision of this Employment Agreement shall be deemed a waiver of any provisions or conditions of this Employment Agreement.

     (c) Tax Matters.

     (1) All payments made under this Employment Agreement shall be subject to reduction to reflect taxes or other charges required to be withheld by law. For purposes of Section 409A of the Code, each periodic salary continuation payment under Section 5(b) is hereby designated as a separate payment. If the Company determines that Executive is a “specified employee” under Section 409A(a)(2)(B)(i) of the Code and the regulations thereunder at the time of his Separation, then (i) the salary continuation payments under Section 5(b), to the extent not exempt from Section 409A of the Code, shall commence during the seventh month after Executive’s Separation and (ii) the installments that otherwise would have been paid during the first six months following Executive’s Separation shall be paid in a lump sum when such salary continuation payments commence. The Company shall not have a duty to design its compensation policies in a manner that minimizes Executive’s tax liabilities, and Executive shall not make any claim against the Company or the Board related to tax liabilities arising from the Executive’s compensation.

     (2) Certain payments, distributions and acceleration of vesting for Executive made in connection with an acquisition of ownership or effective control of the Company or ownership of a substantial portion of the Company’s assets (within the meaning of section 280G of the Code and the regulations thereunder, can be subject to certain tax penalties under sections 280G and 4999 of the Code. This includes amounts payable or distributable pursuant to the terms of this Agreement or otherwise. The excise tax on any

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such payments, determined under sections 280G and 4999 of the Code, generally applies if all of Executive’s parachute payments together equal or exceed 300% of his/her average annual W-2 compensation from the Company.

     (d) Georgia Law. This Employment Agreement shall be governed by the law of the State of Georgia, without regard to its provisions relating to choice of law or conflicts of law. Any litigation that may be brought by either the Company or Executive involving the enforcement of this Employment Agreement or any rights, duties, or obligations under this Employment Agreement, shall be brought exclusively in a Georgia state court or United States District Court in Georgia.

     (e) Assignment. This Employment Agreement shall be binding upon and inure to the benefit of the Company and any successor in interest to the Company. The Company may assign this Employment Agreement to any affiliate or successor that acquires all or substantially all of the assets and business of the Company or a majority of the voting interests of the Company, and no such assignment shall be treated as a termination of Executive’s employment under this Employment Agreement. Executive’s rights and obligations under this Employment Agreement are personal and shall not be assigned or transferred.

     (f) Other Agreements. This Employment Agreement replaces and merges any and all previous agreements and understandings regarding all the terms and conditions of Executive’s employment relationship with the Company, and this Employment Agreement constitutes the entire agreement between the Company and Executive with respect to such terms and conditions.

     (g) Amendment. No amendment to this Employment Agreement shall be effective unless it is in writing and signed by the Company and by Executive.

     (h) Invalidity. If any part of this Employment Agreement is held by a court of competent jurisdiction to be invalid or otherwise unenforceable, the remaining part shall be unaffected and shall continue in full force and effect, and the invalid or otherwise unenforceable part shall be deemed not to be part of this Employment Agreement.

     (i) Litigation. In the event that either party to this Employment Agreement institutes litigation against the other party to enforce his or its respective rights under this Employment Agreement, each party shall pay its own costs and expenses incurred in connection with such litigation.

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     IN WITNESS WHEREOF, the Company and Executive have executed this Employment Agreement in multiple originals effective as of the Effective Date.

ALIMERA SCIENCES, INC.		EXECUTIVE
By:	/s/ C. Daniel Myers	By:	/s/ Susan Caballa
Name:	C. Daniel Myers	Name:	Susan Caballa
Title:	President/CEO	Title:	Sr. Vice President
Date:	August 18, 2008	Date:	August 18, 2008

EX-10.6

Exhibit 10.6

AMENDED AND RESTATED EMPLOYMENT AGREEMENT
WITH
ALIMERA SCIENCES, INC.

     This Amended and Restated Employment Agreement (this “Employment Agreement”) entered into between Alimera Sciences, Inc., a Delaware corporation (the “Company”), and Kenneth Green, Ph.D. (“Executive”), as of the latest date set forth on the signature page hereto.

RECITALS:

     WHEREAS, the Company is engaged in the business of developing, marketing and selling ophthalmic pharmaceuticals in the United States and throughout the world;

     WHEREAS, Company and Executive desire that Executive continue to provide the Company employment services upon the terms and conditions set forth below;

     WHEREAS, the Company and Executive previously entered into that certain Employment Agreement, dated as of October 17, 2004 (the “Original Agreement”); and

     WHEREAS, pursuant to the terms of the Original Agreement, the Company and Executive desire to amend and restate the Original Agreement, effective as of the date hereof (the “Amendment Date”) to, among other things, reflect new acceleration provisions and to comply with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”).

     NOW, THEREFORE, in consideration of the promises and mutual covenants contained herein, the parties, intending to be legally bound, agree as follows:

AGREEMENT:

SECTION 1. EFFECTIVE DATE

     Subject to the terms and conditions set forth in this Employment Agreement, the Company agrees to continue to employ Executive, and Executive agrees to continue to be employed by the Company as of the date hereto (the “Effective Date”).

SECTION 2. DEFINITIONS

     “Cause” means

     (1) Executive’s gross negligence or willful misconduct with respect to the business and affairs of the Company, including violation of any material policy of the Company that is not cured within 30 days after written notice thereof is given to Executive by the Company;

     (2) Executive’s conviction of, or entering a guilty plea or plea of no contest with respect to, a felony; or

     (3) Executive engages in any material breach of the terms of this Employment Agreement or fails to fulfill his responsibilities under this Employment Agreement and such breach or failure, as the case may be, is not cured, or is not capable of being cured, within 30 days after written notice thereof is given to Executive by the Company.

     “Change in Control” means (i) the consummation of a merger or consolidation of the Company with or into another entity or any other corporate reorganization, if persons who were not stockholders of the Company immediately prior to such merger, consolidation or other reorganization own immediately after such merger, consolidation or other reorganization 50% or more of the voting power of the outstanding securities of each of (A) the continuing or surviving entity and (B) any direct or indirect parent corporation of such continuing or surviving entity or (ii) the sale, transfer or other disposition of all or substantially all of the Company’s assets. A transaction shall not constitute a Change in Control if its sole purpose is to change the state of the Company’s incorporation or to create a holding company that will be owned in substantially the same proportions by the persons who held the Company’s securities immediately before such transaction.

     Competing Business” means any business which develops, sells or markets ophthalmic pharmaceuticals.

     “Disability” means a condition which renders Executive unable (as determined by the Board of Directors of the Company in good faith after consultation with a physician mutually selected by the Executive and the Board of Directors of the Company) to regularly perform his duties hereunder by reason of illness or injury for a period of more than six consecutive months with or without reasonable accommodation.

     “Earned Bonus” means the bonus, determined based on the actual performance of the Company for the full fiscal year in which Executive’s employment terminates, that Executive would have earned for the year in which his employment terminates had he remained employed for the entire year, prorated based on the ratio of the number of days during such year that Executive was employed to 365. Such Earned Bonus will be determined and paid to Executive no later than 2¹/2 months after the close of the fiscal year in which the Earned Bonus was earned.

     “Equity” means (i) all shares of Stock; (ii) all options and other rights to purchase shares of Stock; (iii) all stock units, performance units or phantom shares whose value is measured by the value of shares of Stock; and (iv) all stock appreciation rights whose value is measured by increases in the value of shares of Stock.

     For purposes of Section 4(e), “Good Reason” shall mean (i) a material diminution of Executive’s authority, duties or responsibilities; (ii) a geographic relocation of the Company’s headquarters, or Executive’s primary business location, to a location that is more than 35 miles from the present location of the Company’s corporate headquarters or Executive’s primary business location, as the case may be; or (iii) any breach by the Company of the Employment Agreement, which is material and which is not cured within 30 days after written notice thereof to the Company from Executive.

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     For purposes of Section 5, “Good Reason” shall be mean that Executive resigns within 12 months after one of the following conditions has come into existence without his consent: (i) a reduction in Executive’s base salary from the amount set forth in Section 4(a) hereof; (ii) a material adverse change in Executive’s primary responsibilities or duties; (iii) a geographical relocation of the Company’s corporate headquarters, or the Executive’s primary business location, to a location that is more than 35 miles from the present location of the Company’s corporate headquarters or Executive’s primary business location, as the case may be; (iv) any breach by the Company of this Employment 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 Company and the Board of Directors of the Company from Executive. A condition shall not be considered “Good Reason” unless Executive gives the Company written notice of such condition within 90 days after such condition comes into existence and the Company fails to remedy such condition within 30 days after receiving Executive’s written notice.

     “ISP” means the Alimera Sciences, Inc. 2004 Incentive Stock Plan as amended from time to time, the Alimera Sciences, Inc. 2005 Incentive Stock Plan as amended from time to time, and any successor to such plan.

     “Restricted Period” means the 12 month period beginning on and after the Executive’s employment with the Company is terminated pursuant to the terms of this Employment Agreement.

     “Separation” means a “separation from service”, as defined in the regulations under Section 409A of the Code.

SECTION 3. TITLE, POWERS AND RESPONSIBILITIES

     (a) Title. Executive shall be Senior Vice President and Chief Scientific Officer.

     (b) Powers and Responsibilities.

     (1) Executive in fulfilling his responsibilities shall have such powers as are normally and customarily associated with a Senior Vice President and Chief Scientific Officer in a company of similar size and operating in a similar industry, including the power to hire and fire employees and executives of the Company reporting to Executive and such other powers as authorized by the Board of Directors of the Company.

     (2) Executive, as a condition to his employment under this Employment Agreement, represents and warrants that he can assume and fulfill responsibilities described in Section 3(b)(1) without any risk of violating any non-compete or other restrictive covenant or other agreement to which he is a party.

     (c) Reporting Relationship. Executive shall report to the Company’s chief executive officer.

     (d) Full Time Basis. Executive shall undertake to perform all his responsibilities and exercise all his powers in good faith and on a full-time basis.

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SECTION 4. COMPENSATION, BENEFITS, ETC.

     (a) Annual Base Salary. Executive’s base salary shall be $250,000 per year, which amount may be reviewed and increased at the discretion of the Board of Directors of the Company or any committee of the Board of Directors of the Company duly authorized to take such action. Executive’s base salary shall be payable in accordance with the Company’s standard payroll practices and policies for executives and shall be subject to such withholdings as required by law or as otherwise permissible under such practices or policies.

     (b) Annual Bonus. The Company shall pay an annual bonus for a fiscal year to Executive no later than 2¹/2 months after the close of such fiscal year, in the amount, and subject to the terms and conditions of the Company’s Management Cash Incentive Program (or any predecessor or successor cash incentive plan thereto), which may be reviewed at the discretion of the Board of Directors of the Company or any committee of the Board of Directors of the Company duly authorized to take such action. The determinations of the Board or its Compensation Committee with respect to such bonus shall be final and binding; provided, that Executive’s target annual bonus amount shall not be reduced to an amount below 25% of the Executive’s then-current base salary.

     (c) Employee Benefit Plans. Executive shall be eligible to participate, on terms no less favorable to Executive than the terms for participation of any other executive of the Company at the same level within the Company as Executive, in the employee benefit plans, programs and policies maintained by the Company in accordance with the terms and conditions to participate in such plans, programs and policies as in effect from time to time.

     (d) Stock Options. Executive shall receive stock options at the discretion of the Board of Directors of the Company, subject to the terms and conditions set forth in the ISP and any corresponding option certificate granted to Executive under the ISP. As of the Effective Date, Executive shall be entitled to a grant of stock options as set forth on Schedule B attached hereto.

     (e) Acceleration. The following terms shall apply to all of Executive’s Equity outstanding as of the Amendment Date, and to all future grants of Equity:

     (1) The vested percentage of Executive’s Equity shall be determined by adding 12 months to the actual period of service that Executive has completed with the Company if the Company is subject to a Change in Control before Executive’s service with the Company terminates (i.e., Executive’s vesting shall be accelerated by an additional 12 months). The remaining unvested Equity shall vest in the same amount per vesting period as prior to the Change in Control.

     (2) Executive shall vest in 100% of the remaining unvested Equity if (a) the Company is subject to a Change in Control before Executive’s service with the Company terminates and (b) within 12 months after the Change in Control, Executive is terminated by the Company (or its successor) without Cause or Executive terminates his employment for Good Reason.

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     (3) In the event that the Company is a party to a merger or consolidation, all outstanding Equity shall vest in full unless the agreement evidencing the merger or consolidation provides for one or more of the following:

     (A) The continuation of such outstanding Equity by the Company (if the Company is the surviving corporation).

     (B) The assumption of such outstanding Equity by the surviving corporation or its parent.

     (C) The substitution by the surviving corporation or its parent of new Equity for such outstanding Equity.

     (D) Full exercisability of outstanding Equity and full vesting of the common shares subject to such Equity, followed by the cancellation of such Equity. The full exercisability of such Equity and full vesting of such common shares may be contingent on the closing of such merger or consolidation.

     (E) The cancellation of outstanding Equity and a payment to Executive equal to the excess of (i) the Fair Market Value of the common shares subject to such Equity (whether or not such Equity is then exercisable or such common shares are then vested) as of the closing date of such merger or consolidation over (ii) the exercise price. Such payment shall be made in the form of cash, cash equivalents, or securities of the surviving corporation or its parent with a fair market value equal to the required amount. Such payment may be made in installments and may be deferred until the date or dates when such Equity would have become exercisable or such common shares would have vested. Such payment may be subject to vesting based on Executive’s continuing service, provided that the vesting schedule shall not be less favorable to Executive than the schedule under which such Equity would have become exercisable or such common shares would have vested. This provision is mandatory in the event that the Company is acquired by a private company for cash.

     (f) Vacation. Executive shall have the right to four weeks of vacation during each successive one year period of his employment by the Company, which vacation time shall be taken at such time or times in each such one year period so as not to materially and adversely interfere with the performance of his responsibilities under this Employment Agreement. Executive in addition shall have the right to the same time off work as other employees of the Company.

     (g) Expense Reimbursements. Executive shall have the right to expense reimbursements in accordance with the Company’s standard policy on expense reimbursements. Any reimbursement shall (a) be paid promptly but not later than the last day of the calendar year following the year in which the expense was incurred, (b) not be affected by any other expenses

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that are eligible for reimbursement in any calendar year and (c) not be subject to liquidation or exchange for another benefit.

     (h) Indemnification. The Company shall, to the maximum extent permitted by applicable law and the Company’s governing documents, indemnify Executive and hold Executive harmless from and against any claim, loss or cause of action arising from or out of Executive’s performance as an officer, director, manager or employee of the Company or in any other capacity in which Executive serves at the request of the Board of Directors of the Company. If any claim is asserted hereunder against Executive, the Company shall pay Executive’s legal expenses (or cause such expenses to be paid) on a quarterly basis, provided that Executive shall reimburse the Company, in a timely manner, for such amounts if Executive shall be found by a final, non-appealable order of a court of competent jurisdiction not to be entitled to indemnification. The indemnification obligations of the Company in this paragraph shall survive any termination of this Employment Agreement.

     (i) Directors and Officers Liability Insurance. The Company shall maintain directors and officers liability insurance coverage covering Executive in amounts customary for similarly situated companies in the pharmaceutical industry and with insurers reasonably acceptable to Executive. All policies for such coverage shall provide for insurance on an “occurrence” basis, or if on a “claims-made” basis, with sufficient coverage for claims made after the date on which Executive’s employment with the Company terminates.

SECTION 5. TERMINATION OF EMPLOYMENT

     (a) General. Executive’s employment with the Company shall be “at will,” meaning that either Executive or the Company shall be entitled to terminate Executive’s employment at any time and for any reason, with or without Cause or Good Reason. Any contrary representations that may have been made to Executive shall be superseded by this Employment Agreement. This Employment Agreement shall constitute the full and complete agreement between Executive and the Company on the “at will” nature of Executive’s employment, which may only be changed in an express written agreement signed by Executive and a duly authorized officer of the Company

     (b) Termination by Board of Directors without Cause or by Executive for Good Reason. If the Board of Directors terminates Executive’s employment without Cause or Executive resigns for Good Reason and a Separation occurs, the Company shall pay Executive his earned but unpaid base salary plus 100% of his current total annual base salary (subject to such withholdings as required by law) payable in twelve equal monthly installments, and Executive’s Earned Bonus for the fiscal year of termination that shall be paid in no event later than 2¹/2 months following the close of such fiscal year. The salary continuation payments shall commence within 30 days after Executive returns the release described in Subsection (b)(1) above. This obligation shall remain in effect even if Executive accepts other employment. In addition, the Company shall make any continuation coverage premium payments (not only for Executive, but for Executive’s dependents) for continued health insurance coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), for the one year period following the Separation or, if earlier, until Executive is eligible to be covered under another substantially equivalent medical insurance plan by a subsequent employer.

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     (c) Termination by the Board of Directors for Cause or by Executive without Good Reason. If the Board of Directors of the Company terminates Executive’s employment for Cause or Executive resigns without Good Reason, the Company’s only obligation to Executive under this Employment Agreement shall be to pay Executive his earned but unpaid base salary, if any, up to the date Executive’s employment terminates, and Executive shall have no right to any Earned Bonus or any unpaid bonus payment whatsoever. The Company shall only be obligated to make such payments and provide such benefits under any employee benefit plan, program or policy in which Executive was a participant as are explicitly required to be paid to Executive by the terms of any such benefit plan, program or policy following the date on which Executive’s employment terminates.

     (d) Termination for Disability. The Board of Directors of the Company shall have the right to terminate Executive’s employment on or after the date Executive has a Disability, and such a termination shall not be treated as a termination without Cause under this Employment Agreement. If Executive’s employment is terminated on account of a Disability and a Separation occurs, the Company shall:

     (1) pay Executive his base salary through the end of the month in which a Separation occurs as soon as practicable after the Separation,

     (2) pay Executive his Earned Bonus for the fiscal year in which such Separation occurs; provided that the Earned Bonus shall in no event be paid later than 2¹/2 months after the close of such fiscal year,

     (3) pay or cause the payment of benefits to which Executive is entitled under the terms of the disability plan of the Company covering Executive at the time of such Disability,

     (4) make such payments and provide such benefits as otherwise called for under the terms of the ISP and each other employee benefit plan, program and policy in which Executive was a participant; provided no payments made under Section 5(e)(1), Section 5(e)(2), or Section 5(e)(3) shall be taken into account in computing any payments or benefits described in this Section 5(e)(4), and

     (5) make any COBRA continuation coverage premium payments (not only for Executive, but also for Executive’s dependents), for the 18 month period following the termination of Executive’s employment or, if earlier, until Executive is eligible to be covered under another substantially equivalent medical insurance plan by a subsequent employer.

     (e) Death. If Executive’s employment terminates as a result of his death, the Company shall:

     (1) pay Executive his base salary through the end of the month in which his employment terminates as soon as practicable after his employment terminates,

     (2) pay Executive his Earned Bonus, when actually determined, for the year in which Executive’s death occurs,

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     (3) make such payments and provide such benefits as otherwise called for under the terms of the ISP and each other employee benefit plan, program and policy in which Executive was a participant; provided no payments made under Section 5(f)(1) or Section 5(f)(2) shall be taken into account in computing any payments or benefits described in this Section 5(f)(3), and

     (4) make any COBRA continuation coverage premium payments for Executive’s dependents, for the one year period following Executive’s death or, if earlier, until such dependents are eligible to be covered under another substantially equivalent medical insurance plan.

SECTION 6. COVENANTS BY EXECUTIVE

     (a) Company Property. Executive upon the termination of Executive’s employment for any reason or, if earlier, upon the Company’s request shall promptly return all Company Property which had been entrusted or made available to Executive by the Company, where the term “Property” means all records, files, memoranda, reports, price lists, customer lists, drawings, plans, sketches, keys, codes, computer hardware and software and other property of any kind or description prepared, used or possessed by Executive during Executive’s employment by the Company (and any duplicates of any such Property) together with any and all information, ideas, concepts, discoveries, and inventions and the like conceived, made, developed or acquired at any time by Executive individually or, with others during Executive’s employment which relate to the Company or its products or services.

     (b) Trade Secrets. Executive agrees that Executive shall hold in a fiduciary capacity for the benefit of the Company and its affiliates and shall not directly or indirectly use or disclose any Trade Secret that Executive may have acquired (whether or not developed or compiled by Executive and whether or not Executive is authorized to have access to such information) during the term of Executive’s employment by the Company or any of its predecessors for so long as such information remains a Trade Secret, where the term “Trade Secret” means information, including, but not limited to, technical or non-technical data, a formula, a pattern, a compilation, a program, a device, a method, a technique, a drawing or a process that (1) derives economic value, actual or potential, from not being generally known to, and not being generally readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use and (2) is the subject of reasonable efforts by the Company and any of its affiliates to maintain its secrecy. This Section 6(b) is intended to provide rights to the Company and its affiliates which are in addition to, not in lieu of, those rights the Company and its affiliates have under the common law or applicable statutes for the protection of trade secrets.

     (c) Confidential Information. Executive while employed by the Company or its affiliates and for the three year period thereafter shall hold in a fiduciary capacity for the benefit of the Company and its affiliates, and shall not directly or indirectly use or disclose, any Confidential Information that Executive may have acquired (whether or not developed or compiled by Executive and whether or not Executive is authorized to have access to such information) during the term of, and in the course of, or as a result of Executive’s employment by the Company or its predecessors without the prior written consent of the Board of Directors of the Company unless and except to the extent that such disclosure is (i) made in the ordinary

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course of Executive’s performance of his duties under this Employment Agreement or (ii) required by any subpoena or other legal process (in which event Executive will give the Company prompt notice of such subpoena or other legal process in order to permit the Company to seek appropriate protective orders). For the purposes of this Employment Agreement, the term “Confidential Information” means any secret, confidential or proprietary information possessed by the Company or any of its affiliates, including, without limitation, trade secrets, customer or supplier lists, details of client or consultant contracts, current and anticipated customer requirements, pricing policies, price lists, market studies, business plans, operational methods, marketing plans or strategies, product development techniques or flaws, computer software programs (including object code and source code), data and documentation data, base technologies, systems, structures and architectures, inventions and ideas, past current and planned research and development, compilations, devices, methods, techniques, processes, financial information and data, business acquisition plans and new personnel acquisition plans (not otherwise included as a Trade Secret under this Employment Agreement) that has not become generally available to the public, and the term “Confidential Information” may include, but not be limited to, future business plans, licensing strategies, advertising campaigns, information regarding customers or suppliers, executives and independent contractors and the terms and conditions of this Employment Agreement. Notwithstanding the provisions of this Section 6(c) to the contrary, Executive shall be permitted to furnish this Employment Agreement to a subsequent employer or prospective employer.

     (d) Non-solicitation of Customers or Employees.

     (1) Executive (i) while employed by the Company or any of its affiliates shall not, on Executive’s own behalf or on behalf of any person, firm, partnership, association, corporation or business organization, entity or enterprise (other than the Company or one of its affiliates), solicit business for a Competing Business from customers or suppliers of the Company or any of its affiliates and (ii) during the Restricted Period shall not, on Executive’s own behalf or on behalf of any person, firm, partnership, association, corporation or business organization, entity or enterprise, solicit business for a Competing Business from customers or suppliers of the Company or any of its affiliates with whom Executive, in the case of both clauses (i) and (ii) above, had or made material business contact with in the course of Executive’s employment by the Company within the 24 month period immediately preceding the beginning of the Restricted Period.

     (2) Executive (i) while employed by the Company or any of its affiliates shall not, either directly or indirectly, call on, solicit or attempt to induce any other officer, employee or independent contractor of the Company or any of its affiliates to terminate his or her employment with such business and shall not assist any other person or entity in such a solicitation (regardless of whether any such officer, employee or independent contractor would commit a breach of contract by terminating his or her employment), and (ii) during the Restricted Period, shall not, either directly or indirectly, call on, solicit or attempt to induce any other officer, employee or independent contractor of such business with whom Executive had contact, knowledge of, or association in the course of Executive’s employment with the Company or any of its predecessors or affiliates, as the case may be, during the 12 month period immediately preceding the beginning of the Restricted Period, to terminate his or her employment with the Company or any of its

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affiliates and shall not assist any other person or entity in such a solicitation (regardless of whether any such officer, employee or independent contractor would commit a breach of contract by terminating his or her employment). Notwithstanding the foregoing, nothing shall prohibit any person from contacting Executive about employment or other engagement during the Restricted Period, provided that Executive does not solicit the contact.

     (e) Non-competition Obligation. Without the prior written consent of the Company, Executive, while employed by the Company or any of its affiliates and thereafter until the end of the Restricted Period, will not engage in any of the activities described in Section 3(b)(1) hereof within the geographical area in which the Company or any of its affiliates is actively engaged in developing, marketing and selling ophthalmic pharmaceuticals, for himself or on behalf of any other person, partnership, corporation or other business entity which is in a Competing Business for purposes of competing with the Company. Notwithstanding the preceding sentence, Executive will not be prohibited from owning less than 5% percent of any publicly traded corporation, whether or not such corporation is in a Competing Business.

     (f) Reasonable and Continuing Obligations. Executive agrees that Executive’s obligations under this Section 6 are obligations which will continue beyond the date Executive’s employment terminates and that such obligations are reasonable, fair and equitable in scope, terms and duration, are necessary to protect the Company’s legitimate business interests and are a material inducement to the Company to enter into this Employment Agreement.

     (g) Remedy for Breach. Executive agrees that the remedies at law of the Company for any actual or threatened breach by Executive of the covenants in this Section 6 would be inadequate and that the Company shall be entitled to specific performance of the covenants in this Section 6, including entry of a temporary restraining order in state or federal court, preliminary and permanent injunctive relief against activities in violation of this Section 6, or both, or other appropriate judicial remedy, writ or order, in addition to any damages and legal expenses which the Company may be legally entitled to recover. The Company agrees, however, to give Executive and, if known, Executive’s attorney reasonable advance notice of any legal proceeding, including any application for a temporary restraining order, relating to an attempt to enforce the covenants in this Section 6 against Executive. Executive acknowledges and agrees that the covenants in this Section 6 shall be construed as agreements independent of any other provision of this Employment Agreement or any other agreement between the Company and Executive, and that the existence of any claim or cause of action by Executive against the Company, whether predicated upon this Employment Agreement or any other agreement, shall not constitute a defense to the enforcement by the Company of such covenants.

     (h) Termination of Restrictive Covenants. In addition to any other right or remedy available to Executive, Executive shall no longer be bound by any of the restrictions set forth in this Section 6 if the Company fails to pay or to provide Executive when due the amounts and benefits due hereunder or under any agreement ancillary hereto, and Executive’s pursuit of such remedy shall not relieve the Company from its obligations to pay and to provide such amounts and benefits to Executive.

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     (i) Ownership of Inventions, Discoveries, Improvements, Etc.

     (1) Executive shall promptly disclose and describe to the Company all inventions, improvements, discoveries and technical developments, whether or not patentable, made or conceived by Executive, either alone or with others, during such time as Executive is employed with the Company, and within one year after the date upon such employment terminates, and that (i) are based in whole or in part upon Confidential Information, or (ii) during such time as Executive is employed with the Company are along the lines of, useful in or related to the business of the Company, or (iii) result from, or are suggested by, any work that may be done by Executive for or on behalf of the Company (“Inventions”). Executive hereby assigns and agrees to assign to the Company Executive’s entire right, title and interest in and to such Inventions (the “Assigned Inventions”), and agrees to cooperate with the Company both during and after such time as Executive is employed with the Company in the procurement and maintenance, at the Company’s expense and at its direction, of patents, copyright registrations and/or protection of the Company’s rights in such Inventions. Executive shall keep and maintain adequate and current written records of all such Inventions, which shall be and remain the property of the Company.

     (2) If a patent application, trademark registration or copyright registration is filed by Executive or on Executive’s behalf, or a copyright notice indicating Executive’s authorship is used by Executive or on Executive’s behalf, within one year after the date on which Executive’s employment with the Company terminates, that describes or identifies any Invention within the scope of Executive’s work for the Company or that otherwise related to a portion of the Company’s business (or any division thereof) of which Executive had knowledge such time as Executive was employed with the Company, it is to be conclusively presumed that the Invention was conceived by Executive during the such time as Executive was employed with the Company. Executive agrees to notify the Company promptly of any such application or registration and to assign to the Company Executive’s entire right, title and interest in such Invention arid in such application or registration.

     (3) If (i) Executive uses or discloses any of Executive’s own or any third party’s confidential information or intellectual property (collectively, “Restricted Materials”) when acting within the scope of Executive’s employment (or otherwise on behalf of the Company), or (ii) any Assigned Invention cannot be fully made, used, reproduced or otherwise exploited without using or violating any Restricted Materials, Executive hereby grants and agrees to grant to the Company a perpetual, irrevocable, worldwide, royalty-free, non-exclusive, sublicensable right and license to exploit and exercise all such Restricted Materials and intellectual property rights therein. Executive will not use or disclose any Restricted Materials for which Executive is not fully authorized to grant the foregoing license.

     (4) To the extent allowed by applicable law, the terms of this Section 6(i) include all rights of paternity, integrity, disclosure and withdrawal and any other rights that may be known as or referred to as moral rights, artist’s rights, droit moral or the like (collectively, “Moral Rights”). To the extent Executive retains any such Moral Rights

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under applicable law, Executive hereby ratifies and consents to any action that may be taken with respect to such Moral Rights by or authorized by the Company and agrees not to assert any Moral Rights with respect thereto. Executive will confirm any such ratification, consent or agreement from time to time as requested by the Company.

SECTION 7. MISCELLANEOUS

     (a) Notices. Notices and all other communications shall be in writing and shall be deemed to have been duly given when personally delivered or when mailed by United States registered or certified mail. Notices to the Company shall be sent to:

Alimera Sciences, Inc.
6120 Windward Parkway, Suite 290
Alpharetta, Georgia 30005
Attention: Chief Executive Officer
Facsimile: 678-990-5744

     Notices and communications to Executive shall be sent to the address Executive most recently provided to the Company.

     (b) No Waiver. Except for the notice described in Section 7(a), no failure by either the Company or Executive at any time to give notice of any breach by the other of, or to require compliance with, any condition or provision of this Employment Agreement shall be deemed a waiver of any provisions or conditions of this Employment Agreement.

     (c) Tax Matters.

     (1) All payments made under this Employment Agreement shall be subject to reduction to reflect taxes or other charges required to be withheld by law. For purposes of Section 409A of the Code, each periodic salary continuation payment under Section 5(b) is hereby designated as a separate payment. If the Company determines that Executive is a “specified employee” under Section 409A(a)(2)(B)(i) of the Code and the regulations thereunder at the time of his Separation, then (i) the salary continuation payments under Section 5(b), to the extent not exempt from Section 409A of the Code, shall commence during the seventh month after Executive’s Separation and (ii) the installments that otherwise would have been paid during the first six months following Executive’s Separation shall be paid in a lump sum when such salary continuation payments commence. The Company shall not have a duty to design its compensation policies in a manner that minimizes Executive’s tax liabilities, and Executive shall not make any claim against the Company or the Board related to tax liabilities arising from the Executive’s compensation.

     (2) Certain payments, distributions and acceleration of vesting for Executive made in connection with an acquisition of ownership or effective control of the Company or ownership of a substantial portion of the Company’s assets (within the meaning of section 280G of the Code and the regulations thereunder, can be subject to certain tax penalties under sections 280G and 4999 of the Code. This includes amounts payable or distributable pursuant to the terms of this Agreement or otherwise. The excise tax on any

12

such payments, determined under sections 280G and 4999 of the Code, generally applies if all of Executive’s parachute payments together equal or exceed 300% of his/her average annual W-2 compensation from the Company.

     (d) Georgia Law. This Employment Agreement shall be governed by the law of the State of Georgia, without regard to its provisions relating to choice of law or conflicts of law. Any litigation that may be brought by either the Company or Executive involving the enforcement of this Employment Agreement or any rights, duties, or obligations under this Employment Agreement, shall be brought exclusively in a Georgia state court or United States District Court in Georgia.

     (e) Assignment. This Employment Agreement shall be binding upon and inure to the benefit of the Company and any successor in interest to the Company. The Company may assign this Employment Agreement to any affiliate or successor that acquires all or substantially all of the assets and business of the Company or a majority of the voting interests of the Company, and no such assignment shall be treated as a termination of Executive’s employment under this Employment Agreement. Executive’s rights and obligations under this Employment Agreement are personal and shall not be assigned or transferred.

     (f) Other Agreements. This Employment Agreement replaces and merges any and all previous agreements and understandings regarding all the terms and conditions of Executive’s employment relationship with the Company, and this Employment Agreement constitutes the entire agreement between the Company and Executive with respect to such terms and conditions.

     (g) Amendment. No amendment to this Employment Agreement shall be effective unless it is in writing and signed by the Company and by Executive.

     (h) Invalidity. If any part of this Employment Agreement is held by a court of competent jurisdiction to be invalid or otherwise unenforceable, the remaining part shall be unaffected and shall continue in full force and effect, and the invalid or otherwise unenforceable part shall be deemed not to be part of this Employment Agreement.

     (i) Litigation. In the event that either party to this Employment Agreement institutes litigation against the other party to enforce his or its respective rights under this Employment Agreement, each party shall pay its own costs and expenses incurred in connection with such litigation.

[The remainder of this page intentionally left blank]

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     IN WITNESS WHEREOF, the Company and Executive have executed this Employment Agreement in multiple originals effective as of the Effective Date.

ALIMERA SCIENCES, INC.		EXECUTIVE
By:	/s/ C. Daniel Myers	By:	/s/ Kenneth Green, Ph.D.
Name:	C. Daniel Myers	Name:	Kenneth Green, Ph.D.
Title:	President/CEO	Title:	CSO
Date:	August 18, 2008	Date:	August 18, 2008

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EX-10.7

Exhibit 10.7

ALIMERA SCIENCES, INC.

2004 INCENTIVE STOCK PLAN

TABLE OF CONTENTS

	Page
§ 1. BACKGROUND AND PURPOSE		1
§ 2 DEFINITIONS		1
2.1 Affiliate		1
2.2 Board		1
2.3 Change Effective Date		1
2.4 Change in Control		2
2.5 Code		4
2.6 Committee		4
2.7 Company		4
2.8 Director		4
2.9 Eligible Employee		4
2.10 Fair Market Value		4
2.11 ISO		5
2.12 1933 Act		5
2.13 1934 Act		5
2.14 Non-ISO		5
2.15 Option		5
2.16 Option Certificate		5
2.17 Option Price		5
2.18 Parent		5
2.19 Plan		5
2.20 Rule 16b-3		5
2.21 SAR Value		5
2.22 Stock		5
2.23 Stock Appreciation Right		6
2.24 Stock Appreciation Right Certificate		6
2.25 Stock Grant		6
2.26 Stock Grant Certificate		6
2.27 Stock Unit Grant		6
2.28 Subsidiary		6
2.29 Ten Percent Shareholder		6
§ 3 SHARES AND GRANT LIMITS		7
3.1 Shares Reserved		7
3.2 Source of Shares		7
3.3 Use of Proceeds		7
§ 4 EFFECTIVE DATE		8
§ 5 COMMITTEE		8
§ 6 ELIGIBILITY AND ANNUAL GRANT CAPS		8

	Page
§ 7 OPTIONS		9
7.1 Committee Action		9
7.2 $100,000 Limit		9
7.3 Option Price		10
7.4 Payment		10
7.5 Exercise		10
§ 8 STOCK APPRECIATION RIGHTS		11
8.1 Committee Action		11
8.2 Terms and Conditions		11
8.3 Exercise		13
§ 9. STOCK GRANTS		13
9.1 Committee Action		13
9.2 Conditions		14
9.3 Dividends, Voting Rights and Creditor Status		15
9.4 Satisfaction of Forfeiture Conditions		16
§ 10 NON-TRANSFERABILITY		17
§ 11 SECURITIES REGISTRATION		17
§ 12 LIFE OF PLAN		18
§ 13 ADJUSTMENT		19
13.1 Capital Structure		19
13.2 Transactions Described in § 424		19
13.3 Fractional Shares		20
§ 14 CHANGE IN CONTROL		20
§ 15 AMENDMENT OR TERMINATION		21
16.1 Shareholder Rights		22
16.2 No Contract of Employment		22
16.3 Withholding		22
16.4 Construction		23
16.5 Other Conditions		23
16.6 Rule 16b-3		23
16.7 Annual Financial Statements		24

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§ 1.

BACKGROUND AND PURPOSE

          The purpose of this Plan is to promote the interest of the Company by authorizing the Committee to grant Options and Stock Appreciation Rights and to make Stock Grants and Stock Unit Grants to Eligible Employees and Directors in order (1) to attract and retain Eligible Employees and Directors, (2) to provide an additional incentive to each Eligible Employee or Director to work to increase the value of Stock and (3) to provide each Eligible Employee or Director with a stake in the future of the Company which corresponds to the stake of each of the Company’s shareholders.

§ 2

DEFINITIONS

          2.1 Affiliate — means any organization (other than a Subsidiary) that would be treated as under common control with the Company under § 414(c) of the Code if “50 percent” were substituted for “80 percent” in the income tax regulations under § 414(c) of the Code.

          2.2 Board — means the Board of Directors of the Company.

          2.3 Change Effective Date — means either

(a)	the date which includes the “closing” of the transaction which makes a Change in Control effective if the Change in Control is made effective through a transaction which has a “closing” or
(b)	the date on which there is a Change in Control of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A for a proxy statement filed under the 1934 Act if the 1934 Act were applicable

and if the Change in Control is made effective other than through a transaction which has a “closing”.

          2.4 Change in Control — means a change in control of the Company (other than an initial public offering of Stock) of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A promulgated under the 1934 Act as in effect at the time of such “change in control” if the 1934 Act were applicable, provided that such a change in control shall be deemed to have occurred at such time as

(a)	any “person” (as that term is used in Sections 13(d) and 14(d)(2) of the 1934 Act), is or becomes the beneficial owner (as defined in Rule 13d-3 under the 1934 Act) directly or indirectly, of securities representing 20% or more of the combined voting power for election of directors of the then outstanding securities of the Company or any successor to the Company;
(b)	during any period of two consecutive years or less, individuals who at the beginning of such period constitute the Board cease, for any reason, to constitute at least a majority of the Board, unless the election or nomination for election of each new director was approved by a vote of at least two-thirds of the directors then still in office who were directors at the beginning of the period;
(c)	the shareholders of the Company approve any reorganization, merger, consolidation or share exchange as a result of which the common stock of the Company shall be changed, converted or exchanged into or for securities of another corporation (other than a merger with a wholly-owned subsidiary of the Company) or any dissolution or liquidation of the

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Company or any sale or the disposition of 50% or more of the assets or business of the Company; or

(d)

shareholders of the Company approve any reorganization, merger, consolidation or share exchange unless (A) the persons who were the beneficial owners of the outstanding shares of the common stock of the Company immediately before the consummation of such transaction beneficially own more than 50% of the outstanding shares of the common stock of the successor or survivor corporation in such transaction immediately following the consummation of such transaction and (B) the number of shares of the common stock of such successor or survivor corporation beneficially owned by the persons described in § 2.4(d)(A) immediately following the consummation of such transaction is beneficially owned by each such person in substantially the same proportion that each such person had beneficially owned shares of the Company common stock immediately before the consummation of such transaction, provided (C) the percentage described in § 2.4(d)(A) of the beneficially owned shares of the successor or survivor corporation and the number described in § 2.4 (d)(B) of the beneficially owned shares of the successor or survivor corporation shall be determined exclusively by reference to the shares of the successor or survivor corporation which result from the beneficial ownership of shares of common stock of the Company by the persons described in § 2.4(d)(A) immediately before the consummation of such transaction.

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          2.5 Code — means the Internal Revenue Code of 1986, as amended.

          2.6 Committee — means a committee of the Board which shall have at least 2 members, each of whom shall be appointed by and shall serve at the pleasure of the Board and shall come within the definition of a “non-employee director” under Rule 16b-3 and an “outside director” under § 162(m) of the Code.

          2.7 Company — means Alimera Sciences, Inc. and any successor to Alimera Sciences, Inc..

          2.8 Director — means any member of the Board who is not an employee of the Company or a Parent or Subsidiary or affiliate (as such term is defined in Rule 405 of the 1933 Act) of the Company.

          2.9 Eligible Employee — means an employee of the Company or any Subsidiary or Parent or Affiliate to whom the Committee decides for reasons sufficient to the Committee to make a grant under this Plan.

          2.10 Fair Market Value — means either (a) the closing price on any date for a share of Stock as reported by The Wall Street Journal or as reported by a newspaper or trade journal selected by the Committee or, if no such closing price is available on such date, (b) such closing price as so reported in accordance with § 2.10(a) for the immediately preceding business day, or, if no newspaper or trade journal reports such closing price or if no such price quotation is available, (c) the price which the Committee acting in good faith determines through any reasonable valuation method that a share of Stock might change hands between a willing buyer and a willing seller, neither being under any compulsion to buy or to sell and both having reasonable knowledge of the relevant facts.

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          2.11 ISO — means an option granted under this Plan to purchase Stock which is intended to satisfy the requirements of § 422 of the Code.

          2.12 1933 Act — means the Securities Act of 1933, as amended.

          2.13 1934 Act — means the Securities Exchange Act of 1934, as amended.

          2.14 Non-ISO — means an option granted under this Plan to purchase Stock which is intended to fail to satisfy the requirements of § 422 of the Code.

          2.15 Option — means an ISO or a Non-ISO which is granted under § 7.

          2.16 Option Certificate — means the certificate (whether in electronic or written form) which sets forth the terms and conditions of an Option granted under this Plan.

          2.17 Option Price — means the price which shall be paid to purchase one share of Stock upon the exercise of an Option granted under this Plan.

          2.18 Parent — means any corporation which is a parent corporation (within the meaning of § 424(e) of the Code) of the Company.

          2.19 Plan — means this Alimera Sciences, Inc. 2004 Incentive Stock Plan as effective as of the date approved by the shareholders of the Company and as amended from time to time thereafter.

          2.20 Rule 16b-3 — means the exemption under Rule 16b-3 to Section 16(b) of the 1934 Act or any successor to such rule.

          2.21 SAR Value — means the value assigned by the Committee to a share of Stock in connection with the grant of a Stock Appreciation Right under § 8.

          2.22 Stock — means the common stock of the Company, par value $0.01 per share.

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          2.23 Stock Appreciation Right — means a right which is granted under § 8 to receive the appreciation in a share of Stock.

          2.24 Stock Appreciation Right Certificate — means the certificate (whether in electronic or written form) which sets forth the terms and conditions of a Stock Appreciation Right which is not granted as part of an Option.

          2.25 Stock Grant — means a grant under § 9 which is designed to result in the issuance of the number of shares of Stock described in such grant rather than a payment in cash based on the Fair Market Value of such shares of Stock.

          2.26 Stock Grant Certificate — means the certificate (whether in electronic or written form) which sets forth the terms and conditions of a Stock Grant or a Stock Unit Grant.

          2.27 Stock Unit Grant — means a grant under § 9 which is designed to result in the payment of cash based on the Fair Market Value of the number of shares of Stock described in such grant rather than the issuance of the number of shares of Stock described in such grant.

          2.28 Subsidiary — means a corporation which is a subsidiary corporation (within the meaning of § 424(f) of the Code) of the Company.

          2.29 Ten Percent Shareholder — means a person who owns (after taking into account the attribution rules of § 424(d) of the Code) more than ten percent of the total combined voting power of all classes of stock of either the Company, a Subsidiary or Parent.

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§ 3

SHARES AND GRANT LIMITS

          3.1 Shares Reserved. There shall (subject to § 13) be reserved for issuance under this Plan (a) [x,xxx,xxx] shares of Stock.

          3.2 Source of Shares. The shares of Stock described in § 3.1 shall be reserved to the extent that the Company deems appropriate from authorized but unissued shares of Stock and from shares of Stock which have been reacquired by the Company. All shares of Stock described in § 3.1 shall remain available for issuance under this Plan until issued pursuant to the exercise of an Option or a Stock Appreciation Right or issued pursuant to a Stock Grant, and any such shares of stock which are issued pursuant to an Option, a Stock Appreciation Right or a Stock Grant which are forfeited thereafter shall again become available for issuance under this Plan. Finally, if the Option Price under an Option is paid in whole or in part in shares of Stock or if shares of Stock are tendered to the Company in satisfaction of any condition to a Stock Grant, such shares thereafter shall become available for issuance under this Plan and shall be treated the same as any other shares available for issuance under this Plan.

          3.3 Use of Proceeds. The proceeds which the Company receives from the sale of any shares of Stock under this Plan shall be used for general corporate purposes and shall be added to the general funds of the Company.

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§ 4

EFFECTIVE DATE

          The effective date of this Plan shall be the date the shareholders of the Company (acting at a duly called meeting of such shareholders or by written consent) approve the adoption of this Plan.

§ 5

COMMITTEE

          This Plan shall be administered by the Committee. The Committee acting in its absolute discretion shall exercise such powers and take such action as expressly called for under this Plan and, further, the Committee shall have the power to interpret this Plan and (subject to § 14 and § 15 and Rule 16b-3) to take such other action in the administration and operation of this Plan as the Committee deems equitable under the circumstances, which action shall be binding on the Company, on each affected Eligible Employee or Director and on each other person directly or indirectly affected by such action. Furthermore, the Committee as a condition to making any grant under this Plan to any Eligible Employee or Director shall have the right to require him or her to execute an agreement which makes the Eligible Employee or Director subject to non-competition provisions and other restrictive covenants which run in favor of the Company.

§ 6

ELIGIBILITY AND ANNUAL GRANT CAPS

          Only Eligible Employees who are employed by the Company or a Subsidiary or Parent shall be eligible for the grant of ISOs under this Plan. All Eligible Employees and

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Directors shall be eligible for the grant of Non-ISOs and Stock Appreciation Rights and for Stock Grants and Stock Unit Grants under this Plan.

§ 7

OPTIONS

          7.1 Committee Action. The Committee acting in its absolute discretion shall have the right to grant Options to Eligible Employees and to Directors under this Plan from time to time to purchase shares of Stock, but the Committee shall not, absent the approval of the Company’s shareholders, take any action, whether through amendment, cancellation, replacement grants, or any other means, to reduce the Option Price of any outstanding Options. Each grant of an Option to an Eligible Employee or Director shall be evidenced by an Option Certificate, and each Option Certificate shall set forth whether the Option is an ISO or a Non-ISO and shall set forth such other terms and conditions of such grant as the Committee acting in its absolute discretion deems consistent with the terms of this Plan; however, if the Committee grants an ISO and a Non-ISO to a Eligible Employee on the same date, the right of the Eligible Employee to exercise the ISO shall not be conditioned on his or her failure to exercise the Non-ISO.

          7.2 $100,000 Limit. No Option shall be treated as an ISO to the extent that the aggregate Fair Market Value of the Stock subject to the Option which would first become exercisable in any calendar year exceeds $100,000. Any such excess shall instead automatically be treated as a Non-ISO. The Committee shall interpret and administer the ISO limitation set forth in this § 7.2 in accordance with § 422(d) of the Code, and the Committee shall treat this § 7.2 as in effect only for those periods for which § 422(d) of the Code is in effect.

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          7.3 Option Price. The Option Price for each share of Stock subject to an Option shall be no less than the Fair Market Value of a share of Stock on the date the Option is granted; provided, however, if the Option granted to an Eligible Employee who is a Ten Percent Shareholder, the Option Price for each share of Stock subject to such ISO shall be no less than 110% of the Fair Market Value of a share of Stock on the date such ISO is granted.

          7.4 Payment. The Option Price shall be payable in full upon the exercise of any Option and, at the discretion of the Committee, an Option Certificate can provide for the payment of the Option Price either in cash, by check or in Stock which has been held for at least 6 months and which is acceptable to the Committee, or through any cashless exercise procedure which is acceptable to the Committee, or in any combination of such forms of payment. Any payment made in Stock shall be treated as equal to the Fair Market Value of such Stock on the date the certificate for such Stock (or proper evidence of such certificate) is presented to the Committee or its delegate in such form as acceptable to the Committee.

          7.5 Exercise.

(a) Exercise Period. Each Option granted under this Plan shall be exercisable in whole or in part at such time or times as set forth in the related Option Certificate, but no Option Certificate shall make an Option exercisable on or after the earlier of

(1) the date which is the fifth anniversary of the date the Option is granted, if the Option is an ISO and the Eligible Employee is a Ten Percent Shareholder on the date the Option is granted, or

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(2) the date which is the tenth anniversary of the date the Option is granted, if the Option is (a) a Non-ISO or (b) an ISO which is granted to an Eligible Employee who is not a Ten Percent Shareholder on the date the Option is granted.

(b) Termination of Status as Eligible Employee or Director. Subject to § 7.5(a), an Option Certificate may provide for the exercise of an Option after an Eligible Employee’s or a Director’s status as such has terminated for any reason whatsoever, including death or disability.

§ 8

STOCK APPRECIATION RIGHTS

          8.1 Committee Action. The Committee acting in its absolute discretion shall have the right to grant Stock Appreciation Rights to Eligible Employees and to Directors under this Plan from time to time, and each Stock Appreciation Right grant shall be evidenced by a Stock Appreciation Right Certificate or, if such Stock Appreciation Right is granted as part of an Option, shall be evidenced by the Option Certificate for the related Option.

          8.2 Terms and Conditions.

(a) Stock Appreciation Right Certificate. If a Stock Appreciation Right is granted independent of an Option, such Stock Appreciation Right shall be evidenced by a Stock Appreciation Right Certificate, and such certificate shall set forth the number of shares of Stock on which the Eligible Employee’s or Director’s right to appreciation shall be based and the SAR

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Value of each share of Stock. Such SAR Value shall be no less than the Fair Market Value of a share of Stock on the date that the Stock Appreciation Right is granted. The Stock Appreciation Right Certificate shall set forth such other terms and conditions for the exercise of the Stock Appreciation Right as the Committee deems appropriate under the circumstances, but no Stock Appreciation Right Certificate shall make a Stock Appreciation Right exercisable on or after the date which is the tenth anniversary of the date such Stock Appreciation Right is granted.

(b)

Option Certificate. If a Stock Appreciation Right is granted together with an Option, such Stock Appreciation Right shall be evidenced by an Option Certificate, the number of shares of Stock on which the Eligible Employee’s or Director’s right to appreciation shall be based shall be the same as the number of shares of Stock subject to the related Option, and the SAR Value for each such share of Stock shall be no less than the Option Price under the related Option. Each such Option Certificate shall provide that the exercise of the Stock Appreciation Right with respect to any share of Stock shall cancel the Eligible Employee’s or Director’s right to exercise his or her Option with respect to such share and, conversely, that the exercise of the Option with respect to any share of Stock shall cancel the Eligible Employee’s or Director’s right to exercise his or her Stock Appreciation Right with respect to such share. A Stock Appreciation Right which is granted as part of an Option shall be exercisable only while the related Option is exercisable. The Option

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Certificate shall set forth such other terms and conditions for the exercise of the Stock Appreciation Right as the Committee deems appropriate under the circumstances.

          8.3 Exercise. A Stock Appreciation Right shall be exercisable only when the Fair Market Value of a share of Stock on which the right to appreciation is based exceeds the SAR Value for such share, and the payment due on exercise shall be based on such excess with respect to the number of shares of Stock to which the exercise relates. An Eligible Employee or Director upon the exercise of his or her Stock Appreciation Right shall receive a payment from the Company in cash or in Stock issued under this Plan, or in a combination of cash and Stock, and the number of shares of Stock issued shall be based on the Fair Market Value of a share of Stock on the date the Stock Appreciation Right is exercised. The Committee acting in its absolute discretion shall have the right to determine the form and time of any payment under this § 8.3.

§ 9.

STOCK GRANTS

          9.1 Committee Action. The Committee acting in its absolute discretion shall have the right to make Stock Grants and Stock Unit Grants to Eligible Employees and to Directors. Each Stock Grant and each Stock Unit Grant shall be evidenced by a Stock Grant Certificate, and each Stock Grant Certificate shall set forth the conditions, if any, under which Stock will be issued under the Stock Grant or cash will be paid under the Stock Unit Grant and the conditions under which the Eligible Employee’s or Director’s interest in any Stock which has been issued will become non-forfeitable.

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          9.2 Conditions.

(a)

Conditions to Issuance of Stock. The Committee acting in its absolute discretion may make the issuance of Stock under a Stock Grant subject to the satisfaction of one, or more than one, condition which the Committee deems appropriate under the circumstances for Eligible Employees or Directors generally or for an Eligible Employee or a Director in particular, and the related Stock Grant Certificate shall set forth each such condition and the deadline for satisfying each such condition. Stock subject to a Stock Grant shall be issued in the name of an Eligible Employee or Director only after each such condition, if any, has been timely satisfied, and any Stock which is so issued shall be held by the Company pending the satisfaction of the forfeiture conditions, if any, under § 9.2(b) for the related Stock Grant.

(b)

Conditions on Forfeiture of Stock or Cash Payment. The Committee acting in its absolute discretion may make any cash payment due under a Stock Unit Grant or Stock issued in the name of an Eligible Employee or Director under a Stock Grant non-forfeitable subject to the satisfaction of one, or more than one, objective employment, performance or other condition that the Committee acting in its absolute discretion deems appropriate under the circumstances for Eligible Employees or Directors generally or for an Eligible Employee or a Director in particular, and the related Stock Grant Certificate shall set forth each such condition, if any, and the deadline, if any, for satisfying each such condition. An Eligible

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Employee’s or a Director’s non-forfeitable interest in the shares of Stock underlying a Stock Grant or the cash payable under a Stock Unit Grant shall depend on the extent to which he or she timely satisfies each such condition. Each share of Stock underlying a Stock Grant shall not be available under § 3 after such grant is effective until such time, if any, as such share thereafter is forfeited as a result of a failure to timely satisfy a forfeiture condition, in which event such share of Stock shall again become available under § 3 as of the date of such forfeiture. Finally, the Company shall have the right to require an Eligible Employee or Director to sign an irrevocable stock power in favor of the Company with respect to forfeitable shares of Stock issued under this § 9.2(b) in order for the Company to effect a forfeiture in accordance with this § 9.2(b).

          9.3 Dividends, Voting Rights and Creditor Status.

(a)

Cash Dividends. Except as otherwise set forth in a Stock Grant, if a dividend is paid in cash on a share of Stock after such Stock has been issued under a Stock Grant but before the first date that an Eligible Employee’s or a Director’s interest in such Stock (1) is forfeited completely or (2) becomes completely non-forfeitable, the Company shall pay such cash dividend directly to such Eligible Employee or Director.

(b)

Stock Dividends. If a dividend is paid on a share of Stock in Stock after such Stock has been issued under a Stock Grant but before the first date that an Eligible Employee’s or a Director’s interest in such Stock (1) is forfeited completely or (2) becomes completely non-forfeitable, the

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	Company shall hold such dividend Stock subject to the same conditions under § 9.2(b) as the related Stock Grant.
(c)	Other. If a dividend (other than a dividend described in § 9.3(a) or § 9.3(b)) is paid with respect to a share of Stock after such Stock has been issued under a Stock Grant but before the first date that an Eligible Employee’s or a Director’s interest in such Stock (1) is forfeited completely or (2) becomes completely non-forfeitable, the Company shall distribute or hold such dividend in accordance with such rules as the Committee shall adopt with respect to each such dividend.
(d)	Voting. Except as otherwise set forth in a Stock Grant, an Eligible Employee or a Director shall have the right to vote the Stock issued under his or her Stock Grant during the period which comes after such Stock has been issued under a Stock Grant but before the first date that an Eligible Employee’s or Director’s interest in such Stock (1) is forfeited completely or (2) becomes completely non-forfeitable.
(e)	General Creditor Status. An Eligible Employee and a Director to whom a Stock Unit grant is made shall be no more than a general and unsecured creditor of the Company with respect to any cash payable under such Stock Unit Grant.

          9.4 Satisfaction of Forfeiture Conditions. A share of Stock shall cease to be subject to a Stock Grant at such time as an Eligible Employee’s or a Director’s interest in such Stock becomes non-forfeitable under this Plan, and the certificate or other evidence of ownership

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representing such share shall be transferred to the Eligible Employee or Director as soon as practicable thereafter.

§ 10

NON-TRANSFERABILITY

          No Option, Stock Grant, Stock Unit Grant or Stock Appreciation Right shall (absent the Committee’s consent) be transferable by an Eligible Employee or a Director other than by will or by the laws of descent and distribution, and any Option or Stock Appreciation Right shall (absent the Committee’s consent) be exercisable during a Eligible Employee’s or Director’s lifetime only by the Eligible Employee or Director. The person or persons to whom an Option or Stock Grant or Stock Unit Grant or Stock Appreciation Right is transferred by will or by the laws of descent and distribution (or with the Committee’s consent) thereafter shall be treated as the Eligible Employee or Director.

§ 11

SECURITIES REGISTRATION

          As a condition to the receipt of shares of Stock under this Plan, the Eligible Employee or Director shall, if so requested by the Company, agree to hold such shares of Stock for investment and not with a view of resale or distribution to the public and, if so requested by the Company, shall deliver to the Company a written statement satisfactory to the Company to that effect. Furthermore, if so requested by the Company, the Eligible Employee or Director shall make a written representation to the Company that he or she will not sell or offer for sale any of such Stock unless a registration statement shall be in effect with respect to such Stock under the 1933 Act and any applicable state securities law or he or she shall have furnished to the Company an opinion in form and substance satisfactory to the Company of legal counsel

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satisfactory to the Company that such registration is not required. Certificates or other evidence of ownership representing the Stock transferred upon the exercise of an Option or Stock Appreciation Right or upon the lapse of the forfeiture conditions, if any, on any Stock Grant may at the discretion of the Company bear a legend to the effect that such Stock has not been registered under the 1933 Act or any applicable state securities law and that such Stock cannot be sold or offered for sale in the absence of an effective registration statement as to such Stock under the 1933 Act and any applicable state securities law or an opinion in form and substance satisfactory to the Company of legal counsel satisfactory to the Company that such registration is not required.

§ 12

LIFE OF PLAN

          No Option or Stock Appreciation Right shall be granted or Stock Grant or Stock Unit Grant made under this Plan on or after the earlier of:

(1)	the tenth anniversary of the effective date of this Plan (as determined under § 4), in which event this Plan otherwise thereafter shall continue in effect until all outstanding Options and Stock Appreciation Rights have been exercised in full or no longer are exercisable and all Stock issued under any Stock Grants under this Plan have been forfeited or have become non-forfeitable, or
(2)	the date on which all of the Stock reserved under § 3 has (as a result of the exercise of Options or Stock Appreciation Rights granted under this Plan or the satisfaction of the forfeiture conditions, if any, on Stock Grants) been issued or no longer is

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available for use under this Plan, in which event this Plan also shall terminate on such date.

§ 13

ADJUSTMENT

          13.1 Capital Structure. The number, kind or class (or any combination thereof) of shares of Stock reserved under § 3, the grant caps described in § 3, the number, kind or class (or any combination thereof) of shares of Stock subject to Options or Stock Appreciation Rights granted under this Plan and the Option Price of such Options and the SAR Value of such Stock Appreciation Rights as well as the number, kind or class (or any combination thereof) of shares of Stock subject to Stock Grants or Stock Unit Grants made under this Plan shall be adjusted by the Committee in an equitable manner to reflect any equity restructuring or change in the capitalization of the Company, including, but not limited to, spin offs, stock dividends, large non-reoccurring dividends, rights offerings or stock splits.

          13.2 Transactions Described in § 424. The Committee as part of any corporate transaction described in § 424(a) of the Code shall have the right to adjust (in any manner which the Committee in its discretion deems consistent with § 424(a) of the Code) the number, kind or class (or any combination thereof) of shares of Stock reserved under § 3 and the annual grant caps described in § 3. Furthermore, the Committee as part of any corporate transaction described in § 424(a) of the Code shall have the right to adjust (in any manner which the Committee in its discretion deems consistent with § 424(a) of the Code) the number, kind or class (or any combination thereof) of shares of Stock subject to any outstanding Stock Grants or Stock Unit Grants under this Plan and any related grant conditions and forfeiture conditions, and the number, kind or class (or any combination thereof) of shares subject to Option and Stock

-19-

Appreciation Right grants previously made under this Plan and the related Option Price and SAR Value for each such Option and Stock Appreciation Right, and, further, shall have the right (in any manner which the Committee in its discretion deems consistent with § 424(a) of the Code and without regard to the annual grant caps described in § 3 of this Plan) to make any Stock Grants and Option and Stock Appreciation Right grants to effect the assumption of, or the substitution for, stock grants, stock unit grants and option and stock appreciation right grants previously made by any other corporation to the extent that such corporate transaction calls for such substitution or assumption of such stock grants, stock unit grants and stock option and stock appreciation right grants.

          13.3 Fractional Shares. If any adjustment under this § 13 would create a fractional share of Stock or a right to acquire a fractional share of Stock under any Option, Stock Appreciation Right or Stock Grant, such fractional share shall be disregarded and the number of shares of Stock reserved under this Plan and the number subject to any Options or Stock Appreciation Right grants and Stock Grants shall be the next lower number of shares of Stock, rounding all fractions downward. An adjustment made under this § 13 by the Committee shall be conclusive and binding on all affected persons.

§ 14

CHANGE IN CONTROL

          If there is a Change in Control of the Company, then as of the Change Effective Date for such Change in Control, any and all conditions to the exercise of all outstanding Options and Stock Appreciation Rights on such date and any and all outstanding issuance and forfeiture conditions on any Stock Grants and Stock Unit Grants on such date shall be deemed satisfied only to the extent provided in the related Option Certificate, Stock Appreciation Right

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Certificate or Stock Grant Certificate. In addition, if there is a Change in Control of the Company, then as of the Change Effective Date for such Change in Control, the Board shall have the right (to the extent expressly required as part of such transaction) to cancel such Options, Stock Appreciation Rights, Stock Grants and Stock Unit Grants after providing each Eligible Employee and Director a reasonable period to exercise his or her Options and Stock Appreciation Rights and to take such other action as necessary or appropriate to receive the Stock subject to any Stock Grants and the cash payable under any Stock Unit Grants.

§ 15

AMENDMENT OR TERMINATION

          This Plan may be amended by the Board from time to time to the extent that the Board deems necessary or appropriate; provided, however, (a) no amendment shall be made absent the approval of the shareholders of the Company to the extent such approval is required under applicable law or the rules of the stock exchange, if any, on which shares of Stock are listed and (b) no amendment shall be made to § 14 on or after the date of any Change in Control which might adversely affect any rights which otherwise would vest on the related Change Effective Date. The Board also may suspend granting Options or Stock Appreciation Rights or making Stock Grants or Stock Unit Grants under this Plan at any time and may terminate this Plan at any time; provided, however, the Board shall not have the right unilaterally to modify, amend or cancel any Option or Stock Appreciation Right granted or Stock Grant made before such suspension or termination unless (1) the Eligible Employee or Director consents in writing to such modification, amendment or cancellation or (2) there is a dissolution or liquidation of the Company or a transaction described in § 13.2 or § 14.

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§ 16

MISCELLANEOUS

          16.1 Shareholder Rights. No Eligible Employee or Director shall have any rights as a shareholder of the Company as a result of the grant of an Option or a Stock Appreciation Right pending the actual delivery of the Stock subject to such Option or Stock Appreciation Right to such Eligible Employee or Director. Subject to § 9.3, an Eligible Employee’s or a Director’s rights as a shareholder in the shares of Stock underlying a Stock Grant which is effective shall be set forth in the related Stock Grant Certificate.

          16.2 No Contract of Employment. The grant of an Option or a Stock Appreciation Right or a Stock Grant or Stock Unit Grant to an Eligible Employee or Director under this Plan shall not constitute a contract of employment or a right to continue to serve on the Board and shall not confer on an Eligible Employee or Director any rights upon his or her termination of employment or service in addition to those rights, if any, expressly set forth in this Plan or the related Option Certificate, Stock Appreciation Right Certificate, or Stock Grant Certificate.

          16.3 Withholding. Each Option, Stock Appreciation Right, Stock Grant and Stock Unit Grant shall be made subject to the condition that the Eligible Employee or Director consents to whatever action the Committee directs to satisfy the minimum statutory federal and state tax withholding requirements, if any, which the Company determines are applicable to the exercise of such Option or Stock Appreciation Right or to the satisfaction of any forfeiture conditions with respect to Stock subject to a Stock Grant or Stock Unit Grant issued in the name of the Eligible Employee or Director. No withholding shall be effected under this Plan which exceeds the minimum statutory federal and state withholding requirements.

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          16.4 Construction. All references to sections (§) are to sections (§) of this Plan unless otherwise indicated. This Plan shall be construed under the laws of the State of Delaware. Each term set forth in § 2 shall, unless otherwise stated, have the meaning set forth opposite such term for purposes of this Plan and, for purposes of such definitions, the singular shall include the plural and the plural shall include the singular. Finally, if there is any conflict between the terms of this Plan and the terms of any Option Certificate, Stock Appreciation Right Certificate or Stock Grant Certificate, the terms of this Plan shall control.

          16.5 Other Conditions. Each Option Certificate, Stock Appreciation Right Certificate or Stock Grant Certificate may require that an Eligible Employee or a Director (as a condition to the exercise of an Option or a Stock Appreciation Right or the issuance of Stock subject to a Stock Grant) enter into any agreement or make such representations prepared by the Company, including (without limitation) any agreement which restricts the transfer of Stock acquired pursuant to the exercise of an Option or a Stock Appreciation Right or a Stock Grant or provides for the repurchase of such Stock by the Company.

          16.6 Rule 16b-3. The Committee shall have the right to amend any Option, Stock Grant or Stock Appreciation Right to withhold or otherwise restrict the transfer of any Stock or cash under this Plan to an Eligible Employee or Director as the Committee deems appropriate in order to satisfy any condition or requirement under Rule 16b-3 to the extent Rule 16 of the 1934 Act might be applicable to such grant or transfer.

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          16.7 Annual Financial Statements. To the extent that Eligible Employees or Directors who are granted an Option or Stock Grant under this Plan do not otherwise have access to equivalent information, the Company will provide financial statements to such Eligible Employees at least annually.

          IN WITNESS WHEREOF, the Company has caused its duly authorized officer to execute this Plan to evidence its adoption of this Plan.

ALIMERA SCIENCES, INC.

By:

Daniel White, VP Finance and Corporate

Development

Date:

-24-

EX-10.7.A

Exhibit 10.7(A)

STANDARD ISO GRANT — 4 YEAR VESTING

ALIMERA SCIENCES, INC.

2004 INCENTIVE STOCK PLAN

INCENTIVE STOCK OPTION

OPTION CERTIFICATE

Alimera Sciences, Inc., a Delaware corporation (“Alimera”), in accordance with the Alimera Sciences, Inc. 2004 Incentive Stock Plan (the “Plan”), hereby grants an Option to                     , who shall be referred to as “Employee”, to purchase from Alimera                      shares of Stock at an Option Price per share equal to $                    , which grant shall be subject to all of the terms and conditions set forth in this Option Certificate and in the Plan. This grant has been made as of                     , 200[ ], which shall be referred to as the “Grant Date”. This Option is intended to satisfy the requirements of § 422 of the Code and thus is intended to be an ISO as that term is defined in the Plan.

	ALIMERA SCIENCES, INC.
	By:
Acknowledged:	EMPLOYEE:
	[Signature]
	Date:

TERMS AND CONDITIONS

     § 1. Plan. This Option grant is subject to all the terms and conditions set forth in the Plan and this Option Certificate, and all the terms in this Option certificate which begin with a capital letter are either defined in this Option Certificate or in the Plan. If a determination is made that any term or condition set forth in this Option Certificate is inconsistent with the Plan, the Plan shall control. A copy of the Plan will be made available to Employee upon written request to the Chief Financial Officer of Alimera.

§ 2.	Vesting and Option Expiration.
(a)	General Rule. Subject to § 2(b) and § 2(c), Employee’s right under this Option Certificate to exercise this Option shall vest with respect to:

(1)	1/4 of the shares of Stock which are subject to this Option on the first anniversary of the Grant Date, provided Employee remains continuously employed by Alimera through the first anniversary of the Grant Date; and
(2)	1/12 of the shares of Stock which remain subject to this Option, and which do not vest on the first anniversary of the Grant Date, on the last day of each calendar quarter in the twelve calendar quarter period which starts on or after the first anniversary of the Grant Date, provided he or she remains continuously employed by Alimera through the last day of such calendar quarter.

(b) Option Expiration Rules.

(1)

Non-Vested Shares. If Employee’s employment with Alimera terminates for any reason whatsoever, including death, disability (as determined by the committee) or retirement, while thee are any non-vested shares of Stock subject to this Option under § 2(a), then immediately upon such termination of employment this Option shall expire and shall have no further force or effect and be null and void with respect to such non-vested shares of Stock.

(2)

Vested Shares. Employee’s right to exercise all or any part of this Option which has vested under § 2(a) shall expire no later than the tenth anniversary of the Grant Date. However, if Employee’s employment with Alimera terminates before the tenth anniversary of the Grant Date, Employee’s right to exercise any part of this Option which has vested under § 2(a) shall expire and shall have no further force or effect and shall be null and void at the end of the ninety (90) day period which starts on the date his or her employment terminates.

(c) Special Rules.

(1)	Change in Control. If there is a Change in Control of Alimera, this Option shall be subject to the provisions of § 14 of the Plan with respect to such Change in Control.
(2)	Affiliates. For purposes of this Option Certificate, any reference to Alimera shall include any Affiliate, Parent or Subsidiary or Alimera, and a transfer of employment between Alimera and any Affiliate, Parent or Subsidiary of Alimera or between any Affiliate, Parent or Subsidiary of Alimera shall not be treated as a termination of employment under the Plan or this Option Certificate.

Page 2 of 8

(3) Fractional Shares. Employee’s right to exercise this Option shall not include a right to exercise this Option to purchase a fractional share of Stock. If Employee exercises this Option on any date when this Option includes a fractional share of Stock, his or her exercise right shall be rounded down to the nearest whole share of Stock and the fractional share shall be carried forward until that fractional share together with any other fractional shares can be combined to equal a whole share of Stock or this Option expires.

     § 3. Method of Exercise of Option. Employee may exercise this Option in whole or in part (to the extent this Option is otherwise exercisable under § 2 with respect to vested shares of Stock) only in accordance with the rules and procedures established from time to time by Alimera for the exercise of an Option. The Option Price shall be paid at exercise either in cash, by check acceptable to Alimera or through any cashless exercise/resale procedure which is implemented by a broker unrelated to Alimera through a sale of Stock in the open market and which is acceptable to the Committee, or in any combination of those forms of payment.

     § 4. Delivery and Other Laws. Alimera shall deliver appropriate and proper evidence of ownership of any Stock purchased pursuant to the exercise of this Option as soon as practicable after such exercise to the extent such delivery is then permissible under applicable law or rule or regulation, and such delivery discharge Alimera of all of its duties and responsibilities with respect to this Option.

     § 5. Nontransferable. Except as expressly authorized by the Committee, no rights granted under this Option shall be transferable by Employee other than by will or by the laws of descent and distribution, and the rights granted under this Option shall be exercisable during Employee’s lifetime only by Employee. The person or persons, if any, to whom this Option is transferred by will or by the laws of descent and distribution shall be treated after Employee’s death the same as Employee under this Option Certificate.

     § 6. No Right to Continue Service. Neither the Plan, this Option, nor any related material shall give Employee the right to continue in employment by Alimera or shall adversely affect the right of Alimera to terminate Employee’s employment with our without cause (as determined by the Committee) at any time.

     § 7. Stockholder Status. Employee shall have no rights as a stockholder with respect to any shares of Stock under this Option until such shares have been duly issued and delivered to Employee, and no adjustment shall be made for dividends of any kind or description whatsoever or for distributions of rights of any kind or description whatsoever respecting such Stock except as expressly set forth in the Plan.

     § 8. Governing Law. The Plan and this Option shall be governed by the laws of the State of Delaware.

     § 9. Binding Effect. This Option shall be binding upon Alimera and Employee and their respective heirs, executors, administrators and successors.

Page 3 of 8

     § 10. Tax Withholding. This Option has been granted subject to the condition that Employee consents to whatever action the Committee directs to satisfy the minimum statutory federal and state withholding requirements, if any, which Alimera determines are applicable upon the exercise of this Option.

     § 11. References. Any references to sections (§) in this Option Certificate shall be to sections (§) of this Option Certificate unless otherwise expressly stated as part of such reference.

Page 4 of 8

EXHIBIT B

STANDARD NON-ISO GRANT — 4 YEAR VESTING

ALIMERA SCIENCES, INC.

2004 INCENTIVE STOCK PLAN

NON-INCENTIVE STOCK OPTION

OPTION CERTIFICATE

Alimera Sciences, Inc., a Delaware corporation (“Alimera”), in accordance with the Alimera Sciences, Inc. 2004 Incentive Stock Plan (the “Plan”), hereby grants an Option to                     , who shall be referred to as “Employee,” to purchase from Alimera                      shares of Stock at an Option Price per share equal to $                    , which grant shall be subject to all of the terms and conditions set forth in this Option Certificate and in the Plan. This grant has been made as of                     , 200[ ], which shall be referred to as the “Grant Date”. This Option is not intended to satisfy the requirements of § 422 of the Code and thus shall be a Non-ISO as that term is defined in the Plan.

	ALIMERA SCIENCES, INC.
	By:
Acknowledged:	EMPLOYEE:
	[Signature]
	Date:

TERMS AND CONDITIONS

     § 1. Plan. This Option grant is subject to all the terms and conditions set forth in the Plan and this Option Certificate, and all the terms in this Option certificate which begin with a capital letter are either defined in this Option Certificate or in the Plan. If a determination is made that any term or condition set forth in this Option Certificate is inconsistent with the Plan,

Page 5 of 8

the Plan shall control. A copy of the Plan will be made available to Employee upon written request to the Chief Financial Officer of Alimera.

§ 2.  Vesting and Option Expiration.

(a) General Rule. Subject to § 2(b) and § 2(c), Employee’s right under this Option Certificate to exercise this Option shall vest with respect to:

(1)	1/4 of the shares of Stock which are subject to this Option on the first anniversary of the Grant Date, provided Employee remains continuously employed by Alimera through the first anniversary of the Grant Date; and
(2)	1/12 of the shares of Stock which remain subject to this Option, and which do not vet on the first anniversary of the Grant Date, on the last day of each calendar quarter in the twelve calendar quarter period which starts on or after the first anniversary of the Grant Date, provided he or she remains continuously employed by Alimera through the last day of such calendar quarter.

(b) Option Expiration Rules.

(1)

Non-Vested Shares. If Employee’s employment with Alimera terminates for any reason whatsoever, including death, disability (as determined by the committee) or retirement, while thee are any non-vested shares of Stock subject to this Option under § 2(a), then immediately upon such termination of employment this Option shall expire and shall have no further force or effect and be null and void with respect to such non-vested shares of Stock.

(2)

Vested Shares. Employee’s right to exercise all or any part of this Option which has vested under § 2(a) shall expire no later than the tenth anniversary of the Grant Date. However, if Employee’s employment with Alimera terminates before the tenth anniversary of the Grant Date, Employee’s right to exercise any part of this Option which has vested under § 2(a) shall expire and shall have no further force or effect and shall be null and void at the end of the ninety (90) day period which starts on the date his or her employment terminates.

(c) Special Rules.

(1)	Change in Control. If there is a Change in Control of Alimera, this Option shall be subject to the provisions of § 14 of the Plan with respect to such Change in Control.
(2)	Affiliates. For purposes of this Option Certificate, any reference to Alimera shall include any Affiliate, Parent or Subsidiary or Alimera, and a transfer of employment between Alimera and any Affiliate, Parent or Subsidiary of Alimera or between any Affiliate, Parent or Subsidiary of

Page 6 of 8

Alimera shall not be treated as a termination of employment under the Plan or this Option Certificate.

(3)

Fractional Shares. Employee’s right to exercise this Option shall not include a right to exercise this Option to purchase a fractional share of Stock. If Employee exercises this Option on any date when this Option includes a fractional share of Stock, his or her exercise right shall be rounded down to the nearest whole share of Stock and the fractional share shall be carried forward until that fractional share together with any other fractional shares can be combined to equal a whole share of Stock or this Option expires.

     § 3. Method of Exercise of Option. Employee may exercise this Option in whole or in part (to the extent this Option is otherwise exercisable under § 2 with respect to vested shares of Stock) only in accordance with the rules and procedures established from time to time by Alimera for the exercise of an Option. The Option Price shall be paid at exercise either in cash, by check acceptable to Alimera or through any cashless exercise/resale procedure which is implemented by a broker unrelated to Alimera through a sale of Stock in the open market and which is acceptable to the Committee, or in any combination of those forms of payment.

     § 4. Delivery and Other Laws. Alimera shall deliver appropriate and proper evidence of ownership of any Stock purchased pursuant to the exercise of this Option as soon as practicable after such exercise to the extent such delivery is then permissible under applicable law or rule or regulation, and such delivery discharge Alimera of all of its duties and responsibilities with respect to this Option.

     § 5. Nontransferable. Except as expressly authorized by the Committee, no rights granted under this Option shall be transferable by Employee other than by will or by the laws of descent and distribution, and the rights granted under this Option shall be exercisable during Employee’s lifetime only by Employee. The person or persons, if any, to whom this Option is transferred by will or by the laws of descent and distribution shall be treated after Employee’s death the same as Employee under this Option Certificate.

     § 6. No Right to Continue Service. Neither the Plan, this Option, nor any related material shall give Employee the right to continue in employment by Alimera or shall adversely affect the right of Alimera to terminate Employee’s employment with our without cause (as determined by the Committee) at any time.

     § 7. Stockholder Status. Employee shall have no rights as a stockholder with respect to any shares of Stock under this Option until such shares have been duly issued and delivered to Employee, and no adjustment shall be made for dividends of any kind or description whatsoever or for distributions of rights of any kind or description whatsoever respecting such Stock except as expressly set forth in the Plan.

     § 8. Governing Law. The Plan and this Option shall be governed by the laws of the State of Delaware.

Page 7 of 8

     § 9. Binding Effect. This Option shall be binding upon Alimera and Employee and their respective heirs, executors, administrators and successors.

     § 10. Tax Withholding. This Option has been granted subject to the condition that Employee consents to whatever action the Committee directs to satisfy the minimum statutory federal and state withholding requirements, if any, which Alimera determines are applicable upon the exercise of this Option.

     § 11. References. Any references to sections (§) in this Option Certificate shall be to sections (§) of this Option Certificate unless otherwise expressly stated as part of such reference.

Page 8 of 8

EX-10.8

Exhibit 10.8

ALIMERA SCIENCES, INC.

2005 INCENTIVE STOCK PLAN

TABLE OF CONTENTS

	Page
§ 1. BACKGROUND AND PURPOSE		1
§ 2 DEFINITIONS		1
2.1 Affiliate		1
2.2 Board		1
2.3 Change Effective Date		1
2.4 Change in Control		2
2.5 Code		4
2.6 Committee		4
2.7 Company		4
2.8 Director		4
2.9 Eligible Employee		4
2.10 Fair Market Value		4
2.11 ISO		5
2.12 1933 Act		5
2.13 1934 Act		5
2.14 Non-ISO		5
2.15 Option		5
2.16 Option Certificate		5
2.17 Option Price		5
2.18 Parent		5
2.19 Plan		5
2.20 Rule l6b-3		5
2.21 SAR Value		5
2.22 Stock		5
2.23 Stock Appreciation Right		6
2.24 Stock Appreciation Right Certificate		6
2.25 Stock Grant		6
2.26 Stock Grant Certificate		6
2.27 Stock Unit Grant		6
2.28 Subsidiary		6
2.29 Ten Percent Shareholders		6
§ 3 SHARES AND GRANT LIMITS		7

	Page
3.1 Shares Reserved		7
3.2 Source of Shares		7
3.3 Use of Proceeds		7
§ 4 EFFECTIVE DATE		8
§ 5 COMMITTEE		8
§ 6 ELIGIBILITY AND ANNUAL GRANT CAPS		8
§ 7 OPTIONS		9
7.1 Committee Action		9
7.2 $100,000 Limit		9
7.3 Option Price		10
7.4 Payment		10
7.5 Exercise		10
§ 8 STOCK APPRECIATION RIGHTS		11
8.1 Committee Action		11
8.2 Terms and Conditions		11
8.3 Exercise		13
§ 9. STOCK GRANTS		13
9.1 Committee Action		13
9.2 Conditions		14
9.3 Dividends, Voting Rights and Creditor Status		15
9.4 Satisfaction of Forfeiture Conditions		16
§ 10 NON-TRANSFERABILITY		17
§ 11 SECURITIES REGISTRATION		17
§ 12 LIFE OF PLAN		18
§ 13 ADJUSTMENT		19
13.1 Capital Structure		19
13.2 Transaction Described in § 424		19
13.3 Fractional Shares		20
§ 14 CHANGE IN CONTROL		20
§ 15 AMENDMENT OR TERMINATION		21
16.1 Shareholder Rights		22
16.2 No Contract of Employment		22
16.3 Withholding		22
16.4 Construction		23
16.5 Other Conditions		23
16.6 Rule 16b-3		23
16.7 Annual Financial Statements		23

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§ 1.

BACKGROUND AND PURPOSE

     The purpose of this Plan is to promote the interest of the Company by authorizing the Committee to grant Options and Stock Appreciation Rights and to make Stock Grants and Stock Unit Grants to Eligible Employees and Directors in order (1) to attract and retain Eligible Employees and Directors, (2) to provide an additional incentive to each Eligible Employee or Director to work to increase the value of Stock and (3) to provide each Eligible Employee or Director with a stake in the future of the Company which corresponds to the stake of each of the Company’s shareholders.

§ 2

DEFINITIONS

     2.1 Affiliate — means any organization (other than a Subsidiary) that would be treated as under common control with the Company under § 414(c) of the Code if “50 percent” were substituted for “80 percent” in the income tax regulations under § 414(c) of the Code.

     2.2 Board — means the Board of Directors of the Company.

     2.3 Change Effective Date — means either

(a)	the date which includes the “closing” of the transaction which makes a Change in Control effective if the Change in Control is made effective through a transaction which has a “closing” or
(b)	the date on which there is a Change in Control of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A for a proxy statement filed under the 1934 Act if the 1934 Act were applicable

and if the Change in Control is made effective other than through a transaction which has a “closing”.

     2.4 Change in Control — means a change in control of the Company (other than an initial public offering of Stock) of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A promulgated under the 1934 Act as in effect at the time of such “change in control” if the 1934 Act were applicable, provided that such a change in control shall be deemed to have occurred at such time as

(a)	any “person” (as that term is used in Sections 13(d) and 14(d)(2) of the 1934 Act), is or becomes the beneficial owner (as defined in Rule 13d-3 under the 1934 Act) directly or indirectly, of securities representing 20% or more of the combined voting power for election of directors of the then outstanding securities of the Company or any successor to the Company;
(b)	during any period of two consecutive years or less, individuals who at the beginning of such period constitute the Board cease, for any reason, to constitute at least a majority of the Board, unless the election or nomination for election of each new director was approved by a vote of at least two-thirds of the directors then still in office who were directors at the beginning of the period;
(c)	the shareholders of the Company approve any reorganization, merger, consolidation or share exchange as a result of which the common stock of the Company shall be changed, converted or exchanged into or for securities of another corporation (other than a merger with a wholly-owned subsidiary of the Company) or any dissolution or liquidation of the

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Company or any sale or the disposition of 50% or more of the assets or business of the Company; or

(d) shareholders of the Company approve any reorganization, merger, consolidation or share exchange unless (A) the persons who were the beneficial owners of the outstanding shares of the common stock of the Company immediately before the consummation of such transaction beneficially own more than 50% of the outstanding shares of the common stock of the successor or survivor corporation in such transaction immediately following the consummation of such transaction and (B) the number of shares of the common stock of such successor or survivor corporation beneficially owned by the persons described in § 2.4(d)(A) immediately following the consummation of such transaction is beneficially owned by each such person in substantially the same proportion that each such person had beneficially owned shares of the Company common stock immediately before the consummation of such transaction, provided (C) the percentage described in § 2.4(d)(A) of the beneficially owned shares of the successor or survivor corporation and the number described in § 2.4 (d)(B) of the beneficially owned shares of the successor or survivor corporation shall be determined exclusively by reference to the shares of the successor or survivor corporation which result from the beneficial ownership of shares of common stock of the Company by the persons described in § 2.4(d)(A) immediately before the consummation of such transaction.

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     2.5 Code — means the Internal Revenue Code of 1986, as amended.

     2.6 Committee — means a committee of the Board which shall have at least 2 members, each of whom shall be appointed by and shall serve at the pleasure of the Board and shall come within the definition of a “non-employee director” under Rule 16b-3 and an “outside director” under § 162(m) of the Code.

     2.7 Company — means Alimera Sciences, Inc. and any successor to Alimera Sciences, Inc..

     2.8 Director — means any member of the Board who is not an employee of the Company or a Parent or Subsidiary or affiliate (as such term is defined in Rule 405 of the 1933 Act) of the Company.

     2.9 Eligible Employee — means an employee of the Company or any Subsidiary or Parent or Affiliate to whom the Committee decides for reasons sufficient to the Committee to make a grant under this Plan.

     2.10 Fair Market Value — means either (a) the closing price on any date for a share of Stock as reported by The Wall Street Journal or as reported by a newspaper or trade journal selected by the Committee or, if no such closing price is available on such date, (b) such closing price as so reported in accordance with § 2.10(a) for the immediately preceding business day, or, if no newspaper or trade journal reports such closing price or if no such price quotation is available, (c) the price which the Committee acting in good faith determines through any reasonable valuation method that a share of Stock might change hands between a willing buyer and a willing seller, neither being under any compulsion to buy or to sell and both having reasonable knowledge of the relevant facts.

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     2.11 ISO — means an option granted under this Plan to purchase Stock which is intended to satisfy the requirements of § 422 of the Code.

     2.12 1933 Act — means the Securities Act of 1933, as amended.

     2.13 1934 Act — means the Securities Exchange Act of 1934, as amended.

     2.14 Non-ISO — means an option granted under this Plan to purchase Stock which is intended to fail to satisfy the requirements of § 422 of the Code.

     2.15 Option — means an ISO or a Non-ISO which is granted under § 7.

     2.16 Option Certificate — means the certificate (whether in electronic or written form) which sets forth the terms and conditions of an Option granted under this Plan.

     2.17 Option Price — means the price which shall be paid to purchase one share of Stock upon the exercise of an Option granted under this Plan.

     2.18 Parent — means any corporation which is a parent corporation (within the meaning of § 424(e) of the Code) of the Company.

     2.19 Plan — means this Alimera Sciences, Inc. 2004 Incentive Stock Plan as effective as of the date approved by the shareholders of the Company and as amended from time to time thereafter.

     2.20 Rule 16b-3 — means the exemption under Rule 16b-3 to Section 16(b) of the 1934 Act or any successor to such rule.

     2.21 SAR Value — means the value assigned by the Committee to a share of Stock in connection with the grant of a Stock Appreciation Right under § 8.

     2.22 Stock — means the common stock of the Company, par value $0.01 per share.

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     2.23 Stock Appreciation Right — means a right which is granted under § 8 to receive the appreciation in a share of Stock.

     2.24 Stock Appreciation Right Certificate — means the certificate (whether in electronic or written form) which sets forth the terms and conditions of a Stock Appreciation Right which is not granted as part of an Option.

     2.25 Stock Grant — means a grant under § 9 which is designed to result in the issuance of the number of shares of Stock described in such grant rather than a payment in cash based on the Fair Market Value of such shares of Stock.

     2.26 Stock Grant Certificate — means the certificate (whether in electronic or written form) which sets forth the terms and conditions of a Stock Grant or a Stock Unit Grant.

     2.27 Stock Unit Grant — means a grant under § 9 which is designed to result in the payment of cash based on the Fair Market Value of the number of shares of Stock described in such grant rather than the issuance of the number of shares of Stock described in such grant.

     2.28 Subsidiary — means a corporation which is a subsidiary corporation (within the meaning of § 424(f) of the Code) of the Company.

     2.29 Ten Percent Shareholder — means a person who owns (after taking into account the attribution rules of § 424(d) of the Code) more than ten percent of the total combined voting power of all classes of stock of either the Company, a Subsidiary or Parent.

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§ 3

SHARES AND GRANT LIMITS

     3.1 Shares Reserved. There shall (subject to § 13) be reserved for issuance under this Plan 4,510,336 shares of Stock.

     3.2 Source of Shares. The shares of Stock described in § 3.1 shall be reserved to the extent that the Company deems appropriate from authorized but unissued shares of Stock and from shares of Stock which have been reacquired by the Company. All shares of Stock described in § 3.1 shall remain available for issuance under this Plan until issued pursuant to the exercise of an Option or a Stock Appreciation Right or issued pursuant to a Stock Grant, and any such shares of stock which are issued pursuant to an Option, a Stock Appreciation Right or a Stock Grant which are forfeited thereafter shall again become available for issuance under this Plan. Finally, if the Option Price under an Option is paid in whole or in part in shares of Stock or if shares of Stock are tendered to the Company in satisfaction of any condition to a Stock Grant, such shares thereafter shall become available for issuance under this Plan and shall be treated the same as any other shares available for issuance under this Plan.

     3.3 Use of Proceeds. The proceeds which the Company receives from the sale of any shares of Stock under this Plan shall be used for general corporate purposes and shall be added to the general funds of the Company.

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§ 4

EFFECTIVE DATE

     The effective date of this Plan shall be the date the shareholders of the Company (acting at a duly called meeting of such shareholders or by written consent) approve the adoption of this Plan.

§ 5

COMMITTEE

     This Plan shall be administered by the Committee. The Committee acting in its absolute discretion shall exercise such powers and take such action as expressly called for under this Plan and, further, the Committee shall have the power to interpret this Plan and (subject to § 14 and § 15 and Rule 16b-3) to take such other action in the administration and operation of this Plan as the Committee deems equitable under the circumstances, which action shall be binding on the Company, on each affected Eligible Employee or Director and on each other person directly or indirectly affected by such action. Furthermore, the Committee as a condition to making any grant under this Plan to any Eligible Employee or Director shall have the right to require him or her to execute an agreement which makes the Eligible Employee or Director subject to non-competition provisions and other restrictive covenants which run in favor of the Company.

§ 6

ELIGIBILITY AND ANNUAL GRANT CAPS

     Only Eligible Employees who are employed by the Company or a Subsidiary or Parent shall be eligible for the grant of ISOs under this Plan. All Eligible Employees and

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Directors shall be eligible for the grant of Non-ISOs and Stock Appreciation Rights and for Stock Grants and Stock Unit Grants under this Plan.

§ 7

OPTIONS

     7.1 Committee Action. The Committee acting in its absolute discretion shall have the right to grant Options to Eligible Employees and to Directors under this Plan from time to time to purchase shares of Stock, but the Committee shall not, absent the approval of the Company’s shareholders, take any action, whether through amendment, cancellation, replacement grants, or any other means, to reduce the Option Price of any outstanding Options. Each grant of an Option to an Eligible Employee or Director shall be evidenced by an Option Certificate, and each Option Certificate shall set forth whether the Option is an ISO or a Non-ISO and shall set forth such other terms and conditions of such grant as the Committee acting in its absolute discretion deems consistent with the terms of this Plan; however, if the Committee grants an ISO and a Non-ISO to a Eligible Employee on the same date, the right of the Eligible Employee to exercise the ISO shall not be conditioned on his or her failure to exercise the Non-ISO.

     7.2 $100,000 Limit. No Option shall be treated as an ISO to the extent that the aggregate Fair Market Value of the Stock subject to the Option which would first become exercisable in any calendar year exceeds $100,000. Any such excess shall instead automatically be treated as a Non-ISO. The Committee shall interpret and administer the ISO limitation set forth in this § 7.2 in accordance with § 422(d) of the Code, and the Committee shall treat this § 7.2 as in effect only for those periods for which § 422(d) of the Code is in effect.

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     7.3 Option Price. The Option Price for each share of Stock subject to an Option shall be no less than the Fair Market Value of a share of Stock on the date the Option is granted; provided, however, if the Option granted to an Eligible Employee who is a Ten Percent Shareholder, the Option Price for each share of Stock subject to such ISO shall be no less than 110% of the Fair Market Value of a share of Stock on the date such ISO is granted.

     7.4 Payment. The Option Price shall be payable in full upon the exercise of any Option and, at the discretion of the Committee, an Option Certificate can provide for the payment of the Option Price either in cash, by check or in Stock which has been held for at least 6 months and which is acceptable to the Committee, or through any cashless exercise procedure which is acceptable to the Committee, or in any combination of such forms of payment. Any payment made in Stock shall be treated as equal to the Fair Market Value of such Stock on the date the certificate for such Stock (or proper evidence of such certificate) is presented to the Committee or its delegate in such form as acceptable to the Committee.

     7.5 Exercise.

(a) Exercise Period. Each Option granted under this Plan shall be exercisable in whole or in part at such time or times as set forth in the related Option Certificate, but no Option Certificate shall make an Option exercisable on or after the earlier of

(1) the date which is the fifth anniversary of the date the Option is granted, if the Option is an ISO and the Eligible Employee is a Ten Percent Shareholder on the date the Option is granted, or

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(2) the date which is the tenth anniversary of the date the Option is granted, if the Option is (a) a Non-ISO or (b) an ISO which is granted to an Eligible Employee who is not a Ten Percent Shareholder on the date the Option is granted.

(b) Termination of Status as Eligible Employee or Director. Subject to § 7.5(a), an Option Certificate may provide for the exercise of an Option after an Eligible Employee’s or a Director’s status as such has terminated for any reason whatsoever, including death or disability.

§ 8

STOCK APPRECIATION RIGHTS

     8.1 Committee Action. The Committee acting in its absolute discretion shall have the right to grant Stock Appreciation Rights to Eligible Employees and to Directors under this Plan from time to time, and each Stock Appreciation Right grant shall be evidenced by a Stock Appreciation Right Certificate or, if such Stock Appreciation Right is granted as part of an Option, shall be evidenced by the Option Certificate for the related Option.

     8.2 Terms and Conditions.

(a) Stock Appreciation Right Certificate. If a Stock Appreciation Right is granted independent of an Option, such Stock Appreciation Right shall be evidenced by a Stock Appreciation Right Certificate, and such certificate shall set forth the number of shares of Stock on which the Eligible Employee’s or Director’s right to appreciation shall be based and the SAR

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Value of each share of Stock. Such SAR Value shall be no less than the Fair Market Value of a share of Stock on the date that the Stock Appreciation Right is granted. The Stock Appreciation Right Certificate shall set forth such other terms and conditions for the exercise of the Stock Appreciation Right as the Committee deems appropriate under the circumstances, but no Stock Appreciation Right Certificate shall make a Stock Appreciation Right exercisable on or after the date which is the tenth anniversary of the date such Stock Appreciation Right is granted.

(b)

Option Certificate. If a Stock Appreciation Right is granted together with an Option, such Stock Appreciation Right shall be evidenced by an Option Certificate, the number of shares of Stock on which the Eligible Employee’s or Director’s right to appreciation shall be based shall be the same as the number of shares of Stock subject to the related Option, and the SAR Value for each such share of Stock shall be no less than the Option Price under the related Option. Each such Option Certificate shall provide that the exercise of the Stock Appreciation Right with respect to any share of Stock shall cancel the Eligible Employee’s or Director’s right to exercise his or her Option with respect to such share and, conversely, that the exercise of the Option with respect to any share of Stock shall cancel the Eligible Employee’s or Director’s right to exercise his or her Stock Appreciation Right with respect to such share. A Stock Appreciation Right which is granted as part of an Option shall be exercisable only while the related Option is exercisable. The Option

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Certificate shall set forth such other terms and conditions for the exercise of the Stock Appreciation Right as the Committee deems appropriate under the circumstances.

     8.3 Exercise. A Stock Appreciation Right shall be exercisable only when the Fair Market Value of a share of Stock on which the right to appreciation is based exceeds the SAR Value for such share, and the payment due on exercise shall be based on such excess with respect to the number of shares of Stock to which the exercise relates. An Eligible Employee or Director upon the exercise of his or her Stock Appreciation Right shall receive a payment from the Company in cash or in Stock issued under this Plan, or in a combination of cash and Stock, and the number of shares of Stock issued shall be based on the Fair Market Value of a share of Stock on the date the Stock Appreciation Right is exercised. The Committee acting in its absolute discretion shall have the right to determine the form and time of any payment under this § 8.3.

§ 9.

STOCK GRANTS

     9.1 Committee Action. The Committee acting in its absolute discretion shall have the right to make Stock Grants and Stock Unit Grants to Eligible Employees and to Directors. Each Stock Grant and each Stock Unit Grant shall be evidenced by a Stock Grant Certificate, and each Stock Grant Certificate shall set forth the conditions, if any, under which Stock will be issued under the Stock Grant or cash will be paid under the Stock Unit Grant and the conditions under which the Eligible Employee’s or Director’s interest in any Stock which has been issued will become non-forfeitable.

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     9.2 Conditions.

(a)

Conditions to Issuance of Stock. The Committee acting in its absolute discretion may make the issuance of Stock under a Stock Grant subject to the satisfaction of one, or more than one, condition which the Committee deems appropriate under the circumstances for Eligible Employees or Directors generally or for an Eligible Employee or a Director in particular, and the related Stock Grant Certificate shall set forth each such condition and the deadline for satisfying each such condition. Stock subject to a Stock Grant shall be issued in the name of an Eligible Employee or Director only after each such condition, if any, has been timely satisfied, and any Stock which is so issued shall be held by the Company pending the satisfaction of the forfeiture conditions, if any, under § 9.2(b) for the related Stock Grant.

(b)

Conditions on Forfeiture of Stock or Cash Payment. The Committee acting in its absolute discretion may make any cash payment due under a Stock Unit Grant or Stock issued in the name of an Eligible Employee or Director under a Stock Grant non-forfeitable subject to the satisfaction of one, or more than one, objective employment, performance or other condition that the Committee acting in its absolute discretion deems appropriate under the circumstances for Eligible Employees or Directors generally or for an Eligible Employee or a Director in particular, and the related Stock Grant Certificate shall set forth each such condition, if any, and the deadline, if any, for satisfying each such condition. An Eligible

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Employee’s or a Director’s non-forfeitable interest in the shares of Stock underlying a Stock Grant or the cash payable under a Stock Unit Grant shall depend on the extent to which he or she timely satisfies each such condition. Each share of Stock underlying a Stock Grant shall not be available under § 3 after such grant is effective until such time, if any, as such share thereafter is forfeited as a result of a failure to timely satisfy a forfeiture condition, in which event such share of Stock shall again become available under § 3 as of the date of such forfeiture. Finally, the Company shall have the right to require an Eligible Employee or Director to sign an irrevocable stock power in favor of the Company with respect to forfeitable shares of Stock issued under this § 9.2(b) in order for the Company to effect a forfeiture in accordance with this § 9.2(b).

     9.3 Dividends, Voting Rights and Creditor Status.

(a)

Cash Dividends. Except as otherwise set forth in a Stock Grant, if a dividend is paid in cash on a share of Stock after such Stock has been issued under a Stock Grant but before the first date that an Eligible Employee’s or a Director’s interest in such Stock (1) is forfeited completely or (2) becomes completely non-forfeitable, the Company shall pay such cash dividend directly to such Eligible Employee or Director.

(b)

Stock Dividends. If a dividend is paid on a share of Stock in Stock after such Stock has been issued under a Stock Grant but before the first date that an Eligible Employee’s or a Director’s interest in such Stock (1) is forfeited completely or (2) becomes completely non-forfeitable, the

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	Company shall hold such dividend Stock subject to the same conditions under § 9.2(b) as the related Stock Grant.
(c)	Other. If a dividend (other than a dividend described in § 9.3(a) or § 9.3(b)) is paid with respect to a share of Stock after such Stock has been issued under a Stock Grant but before the first date that an Eligible Employee’s or a Director’s interest in such Stock (1) is forfeited completely or (2) becomes completely non-forfeitable, the Company shall distribute or hold such dividend in accordance with such rules as the Committee shall adopt with respect to each such dividend.
(d)	Voting. Except as otherwise set forth in a Stock Grant, an Eligible Employee or a Director shall have the right to vote the Stock issued under his or her Stock Grant during the period which comes after such Stock has been issued under a Stock Grant but before the first date that an Eligible Employee’s or Director’s interest in such Stock (1) is forfeited completely or (2) becomes completely non-forfeitable.
(e)	General Creditor Status. An Eligible Employee and a Director to whom a Stock Unit grant is made shall be no more than a general and unsecured creditor of the Company with respect to any cash payable under such Stock Unit Grant.

     9.4 Satisfaction of Forfeiture Conditions. A share of Stock shall cease to be subject to a Stock Grant at such time as an Eligible Employee’s or a Director’s interest in such Stock becomes non-forfeitable under this Plan, and the certificate or other evidence of ownership

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representing such share shall be transferred to the Eligible Employee or Director as soon as practicable thereafter.

§ 10

NON-TRANSFERABILITY

     No Option, Stock Grant, Stock Unit Grant or Stock Appreciation Right shall (absent the Committee’s consent) be transferable by an Eligible Employee or a Director other than by will or by the laws of descent and distribution, and any Option or Stock Appreciation Right shall (absent the Committee’s consent) be exercisable during a Eligible Employee’s or Director’s lifetime only by the Eligible Employee or Director. The person or persons to whom an Option or Stock Grant or Stock Unit Grant or Stock Appreciation Right is transferred by will or by the laws of descent and distribution (or with the Committee’s consent) thereafter shall be treated as the Eligible Employee or Director.

§ 11

SECURITIES REGISTRATION

     As a condition to the receipt of shares of Stock under this Plan, the Eligible Employee or Director shall, if so requested by the Company, agree to hold such shares of Stock for investment and not with a view of resale or distribution to the public and, if so requested by the Company, shall deliver to the Company a written statement satisfactory to the Company to that effect. Furthermore, if so requested by the Company, the Eligible Employee or Director shall make a written representation to the Company that he or she will not sell or offer for sale any of such Stock unless a registration statement shall be in effect with respect to such Stock under the 1933 Act and any applicable state securities law or he or she shall have furnished to the Company an opinion in form and substance satisfactory to the Company of legal counsel

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satisfactory to the Company that such registration is not required. Certificates or other evidence of ownership representing the Stock transferred upon the exercise of an Option or Stock Appreciation Right or upon the lapse of the forfeiture conditions, if any, on any Stock Grant may at the discretion of the Company bear a legend to the effect that such Stock has not been registered under the 1933 Act or any applicable state securities law and that such Stock cannot be sold or offered for sale in the absence of an effective registration statement as to such Stock under the 1933 Act and any applicable state securities law or an opinion in form and substance satisfactory to the Company of legal counsel satisfactory to the Company that such registration is not required.

§ 12

LIFE OF PLAN

     No Option or Stock Appreciation Right shall be granted or Stock Grant or Stock Unit Grant made under this Plan on or after the earlier of:

(1)	the tenth anniversary of the effective date of this Plan (as determined under § 4), in which event this Plan otherwise thereafter shall continue in effect until all outstanding Options and Stock Appreciation Rights have been exercised in full or no longer are exercisable and all Stock issued under any Stock Grants under this Plan have been forfeited or have become non-forfeitable, or
(2)	the date on which all of the Stock reserved under § 3 has (as a result of the exercise of Options or Stock Appreciation Rights granted under this Plan or the satisfaction of the forfeiture conditions, if any, on Stock Grants) been issued or no longer is

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available for use under this Plan, in which event this Plan also shall terminate on such date.

§ 13

ADJUSTMENT

     13.1 Capital Structure. The number, kind or class (or any combination thereof) of shares of Stock reserved under § 3, the grant caps described in § 3, the number, kind or class (or any combination thereof) of shares of Stock subject to Options or Stock Appreciation Rights granted under this Plan and the Option Price of such Options and the SAR Value of such Stock Appreciation Rights as well as the number, kind or class (or any combination thereof) of shares of Stock subject to Stock Grants or Stock Unit Grants made under this Plan shall be adjusted by the Committee in an equitable manner to reflect any equity restructuring or change in the capitalization of the Company, including, but not limited to, spin offs, stock dividends, large non-reoccurring dividends, rights offerings or stock splits.

     13.2 Transactions Described in § 424. The Committee as part of any corporate transaction described in § 424(a) of the Code shall have the right to adjust (in any manner which the Committee in its discretion deems consistent with § 424(a) of the Code) the number, kind or class (or any combination thereof) of shares of Stock reserved under § 3 and the annual grant caps described in § 3. Furthermore, the Committee as part of any corporate transaction described in § 424(a) of the Code shall have the right to adjust (in any manner which the Committee in its discretion deems consistent with § 424(a) of the Code) the number, kind or class (or any combination thereof) of shares of Stock subject to any outstanding Stock Grants or Stock Unit Grants under this Plan and any related grant conditions and forfeiture conditions, and the number, kind or class (or any combination thereof) of shares subject to Option and Stock

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Appreciation Right grants previously made under this Plan and the related Option Price and SAR Value for each such Option and Stock Appreciation Right, and, further, shall have the right (in any manner which the Committee in its discretion deems consistent with § 424(a) of the Code and without regard to the annual grant caps described in § 3 of this Plan) to make any Stock Grants and Option and Stock Appreciation Right grants to effect the assumption of, or the substitution for, stock grants, stock unit grants and option and stock appreciation right grants previously made by any other corporation to the extent that such corporate transaction calls for such substitution or assumption of such stock grants, stock unit grants and stock option and stock appreciation right grants.

     13.3 Fractional Shares. If any adjustment under this § 13 would create a fractional share of Stock or a right to acquire a fractional share of Stock under any Option, Stock Appreciation Right or Stock Grant, such fractional share shall be disregarded and the number of shares of Stock reserved under this Plan and the number subject to any Options or Stock Appreciation Right grants and Stock Grants shall be the next lower number of shares of Stock, rounding all fractions downward. An adjustment made under this § 13 by the Committee shall be conclusive and binding on all affected persons.

§ 14

CHANGE IN CONTROL

     If there is a Change in Control of the Company, then as of the Change Effective Date for such Change in Control, any and all conditions to the exercise of all outstanding Options and Stock Appreciation Rights on such date and any and all outstanding issuance and forfeiture conditions on any Stock Grants and Stock Unit Grants on such date shall be deemed satisfied only to the extent provided in the related Option Certificate, Stock Appreciation Right

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Certificate or Stock Grant Certificate. In addition, if there is a Change in Control of the Company, then as of the Change Effective Date for such Change in Control, the Board shall have the right (to the extent expressly required as part of such transaction) to cancel such Options, Stock Appreciation Rights, Stock Grants and Stock Unit Grants after providing each Eligible Employee and Director a reasonable period to exercise his or her Options and Stock Appreciation Rights and to take such other action as necessary or appropriate to receive the Stock subject to any Stock Grants and the cash payable under any Stock Unit Grants.

§ 15

AMENDMENT OR TERMINATION

     This Plan may be amended by the Board from time to time to the extent that the Board deems necessary or appropriate; provided, however, (a) no amendment shall be made absent the approval of the shareholders of the Company to the extent such approval is required under applicable law or the rules of the stock exchange, if any, on which shares of Stock are listed and (b) no amendment shall be made to § 14 on or after the date of any Change in Control which might adversely affect any rights which otherwise would vest on the related Change Effective Date. The Board also may suspend granting Options or Stock Appreciation Rights or making Stock Grants or Stock Unit Grants under this Plan at any time and may terminate this Plan at any time; provided, however, the Board shall not have the right unilaterally to modify, amend or cancel any Option or Stock Appreciation Right granted or Stock Grant made before such suspension or termination unless (1) the Eligible Employee or Director consents in writing to such modification, amendment or cancellation or (2) there is a dissolution or liquidation of the Company or a transaction described in § 13.2 or § 14.

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§ 16

MISCELLANEOUS

     16.1 Shareholder Rights. No Eligible Employee or Director shall have any rights as a shareholder of the Company as a result of the grant of an Option or a Stock Appreciation Right pending the actual delivery of the Stock subject to such Option or Stock Appreciation Right to such Eligible Employee or Director. Subject to § 9.3, an Eligible Employee’s or a Director’s rights as a shareholder in the shares of Stock underlying a Stock Grant which is effective shall be set forth in the related Stock Grant Certificate.

     16.2 No Contract of Employment. The grant of an Option or a Stock Appreciation Right or a Stock Grant or Stock Unit Grant to an Eligible Employee or Director under this Plan shall not constitute a contract of employment or a right to continue to serve on the Board and shall not confer on an Eligible Employee or Director any rights upon his or her termination of employment or service in addition to those rights, if any, expressly set forth in this Plan or the related Option Certificate, Stock Appreciation Right Certificate, or Stock Grant Certificate.

     16.3 Withholding. Each Option, Stock Appreciation Right, Stock Grant and Stock Unit Grant shall be made subject to the condition that the Eligible Employee or Director consents to whatever action the Committee directs to satisfy the minimum statutory federal and state tax withholding requirements, if any, which the Company determines are applicable to the exercise of such Option or Stock Appreciation Right or to the satisfaction of any forfeiture conditions with respect to Stock subject to a Stock Grant or Stock Unit Grant issued in the name of the Eligible Employee or Director. No withholding shall be effected under this Plan which exceeds the minimum statutory federal and state withholding requirements.

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     16.4 Construction. All references to sections (§) are to sections (§) of this Plan unless otherwise indicated. This Plan shall be construed under the laws of the State of Delaware. Each term set forth in § 2 shall, unless otherwise stated, have the meaning set forth opposite such term for purposes of this Plan and, for purposes of such definitions, the singular shall include the plural and the plural shall include the singular. Finally, if there is any conflict between the terms of this Plan and the terms of any Option Certificate, Stock Appreciation Right Certificate or Stock Grant Certificate, the terms of this Plan shall control.

     16.5 Other Conditions. Each Option Certificate, Stock Appreciation Right Certificate or Stock Grant Certificate may require that an Eligible Employee or a Director (as a condition to the exercise of an Option or a Stock Appreciation Right or the issuance of Stock subject to a Stock Grant) enter into any agreement or make such representations prepared by the Company, including (without limitation) any agreement which restricts the transfer of Stock acquired pursuant to the exercise of an Option or a Stock Appreciation Right or a Stock Grant or provides for the repurchase of such Stock by the Company.

     16.6 Rule 16b-3. The Committee shall have the right to amend any Option, Stock Grant or Stock Appreciation Right to withhold or otherwise restrict the transfer of any Stock or cash under this Plan to an Eligible Employee or Director as the Committee deems appropriate in order to satisfy any condition or requirement under Rule 16b-3 to the extent Rule 16 of the 1934 Act might be applicable to such grant or transfer.

     16.7 Annual Financial Statements. To the extent that Eligible Employees or Directors who are granted an Option or Stock Grant under this Plan do not otherwise have access to equivalent information, the Company will provide financial statements to such Eligible Employees at least annually.

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to equivalent information, the Company will provide financial statements to such Eligible Employees at least annually.

     IN WITNESS WHEREOF, the Company has caused its duly authorized officer to execute this Plan to evidence its adoption of this Plan.

ALMERA SCIENCES, INC.
By Name:	/s/ Dan Myers DAN MYERS
Title:	Pres., CEO
Date:	November 21, 2005

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EX-10.8.A

Exhibit 10.8(A)

ALIMERA SCIENCES, INC.

2005 INCENTIVE STOCK PLAN

INCENTIVE STOCK OPTION

OPTION CERTIFICATE

Alimera Sciences, Inc., a Delaware corporation (“Alimera”), in accordance with the Alimera Sciences, Inc. 2005 Incentive Stock Plan (the “Plan”), hereby grants an Option to      , who shall be referred to as “Employee,” to purchase from Alimera (      ) shares of Stock at an Option Price per share equal to $.___which grant shall be subject to all of the terms and conditions set forth in this Option Certificate and in the Plan. This grant has been made as of                     , which shall be referred to as the “Grant Date”. This Option is intended to satisfy the requirements of § 422 of the Code and thus is intended to be an ISO as that term is defined in the Plan.

	ALIMERA SCIENCES, INC.
	By:
Acknowledged:	EMPLOYEE:
	[Signature]
	Date:

TERMS AND CONDITIONS

     § 1. Plan. This Option grant is subject to all the terms and conditions set forth in the Plan and this Option Certificate, and all the terms in this Option certificate which begin with a capital letter are either defined in this Option Certificate or in the Plan. If a determination is made that any term or condition set forth in this Option Certificate is inconsistent with the Plan, the Plan shall control. A copy of the Plan will be made available to Employee upon written request to the Chief Financial Officer of Alimera.

§ 2. Vesting and Option Expiration.

(a) General Rule. Subject to § 2(b) and § 2(c), Employee’s right under this Option Certificate to exercise this Option shall vest with respect to:

(1)	1/4 of the shares of Stock which are subject to this Option on         , the Initial Vesting Date, provided Employee remains continuously employed by Alimera through the Initial Vesting Date; and
(2)	3/4 of the shares of Stock which are subject to this Option in equal increments quarterly over three years beginning on the date three (3) months from the initial vesting date provided he or she remains continuously employed by Alimera through the last day of each quarterly period.

(b) Option Expiration Rules.

(1)

Non-Vested Shares. If Employee’s employment with Alimera terminates for any reason whatsoever, including death, disability (as determined by the committee) or retirement, while thee are any non-vested shares of Stock subject to this Option under § 2(a), then immediately upon such termination of employment this Option shall expire and shall have no further force or effect and be null and void with respect to such non-vested shares of Stock.

(2)

Vested Shares. Employee’s right to exercise all or any part of this Option which has vested under § 2(a) shall expire no later than the tenth anniversary of the Grant Date. However, if Employee’s employment with Alimera terminates before the tenth anniversary of the Grant Date, Employee’s right to exercise any part of this Option which has vested under § 2(a) shall expire and shall have no further force or effect and shall be null and void at the end of the ninety (90) day period which starts on the date his or her employment terminates.

(c) Special Rules.

(1)	Change in Control. If there is a Change in Control of Alimera, this Option shall be subject to the provisions of § 14 of the Plan with respect to such Change in Control.
(2)	Affiliates. For purposes of this Option Certificate, any reference to Alimera shall include any Affiliate, Parent or Subsidiary or Alimera, and a transfer of employment between Alimera and any Affiliate, Parent or Subsidiary of Alimera or between any Affiliate, Parent or Subsidiary of Alimera shall not be treated as a termination of employment under the Plan or this Option Certificate.
(3)	Fractional Shares. Employee’s right to exercise this Option shall not

include a right to exercise this Option to purchase a fractional share of Stock. If Employee exercises this Option on any date when this Option includes a fractional share of Stock, his or her exercise right shall be rounded down to the nearest whole share of Stock and the fractional share shall be carried forward until that fractional share together with any other fractional shares can be combined to equal a whole share of Stock or this Option expires.

     § 3. Method of Exercise of Option. Employee may exercise this Option in whole or in part (to the extent this Option is otherwise exercisable under § 2 with respect to vested shares of Stock) only in accordance with the rules and procedures established from time to time by Alimera for the exercise of an Option. The Option Price shall be paid at exercise either in cash, by check acceptable to Alimera or through any cashless exercise/resale procedure which is implemented by a broker unrelated to Alimera through a sale of Stock in the open market and which is acceptable to the Committee, or in any combination of those forms of payment.

     § 4. Delivery and Other Laws. Alimera shall deliver appropriate and proper evidence of ownership of any Stock purchased pursuant to the exercise of this Option as soon as practicable after such exercise to the extent such delivery is then permissible under applicable law or rule or regulation, and such delivery discharge Alimera of all of its duties and responsibilities with respect to this Option.

     § 5. Nontransferable. Except as expressly authorized by the Committee, no rights granted under this Option shall be transferable by Employee other than by will or by the laws of descent and distribution, and the rights granted under this Option shall be exercisable during Employee’s lifetime only by Employee. The person or persons, if any, to whom this Option is transferred by will or by the laws of descent and distribution shall be treated after Employee’s death the same as Employee under this Option Certificate.

     § 6. No Right to Continue Service. Neither the Plan, this Option, nor any related material shall give Employee the right to continue in employment by Alimera or shall adversely affect the right of Alimera to terminate Employee’s employment with our without cause (as determined by the Committee) at any time.

     § 7. Stockholder Status. Employee shall have no rights as a stockholder with respect to any shares of Stock under this Option until such shares have been duly issued and delivered to Employee, and no adjustment shall be made for dividends of any kind or description whatsoever or for distributions of rights of any kind or description whatsoever respecting such Stock except as expressly set forth in the Plan.

     § 8. Governing Law. The Plan and this Option shall be governed by the laws of the State of Delaware.

     § 9. Binding Effect. This Option shall be binding upon Alimera and Employee and their respective heirs, executors, administrators and successors.

     § 10. Tax Withholding. This Option has been granted subject to the condition that Employee consents to whatever action the Committee directs to satisfy the minimum statutory federal and state withholding requirements, if any, which Alimera determines are applicable upon the exercise of this Option.

     § 11. References. Any references to sections (§) in this Option Certificate shall be to sections (§) of this Option Certificate unless otherwise expressly stated as part of such reference.

EX-10.9

Exhibit 10.9

Alimera Sciences, Inc.

2009 Equity Incentive Plan

(As Adopted Effective on the IPO Date)

TABLE OF CONTENTS

	Page
ARTICLE 1. INTRODUCTION		1
ARTICLE 2. ADMINISTRATION		1
2.1 Committee Composition		1
2.2 Committee Responsibilities		1
2.3 Non-Officer Grants		2
ARTICLE 3. SHARES AVAILABLE FOR GRANTS		2
3.1 Basic Limitation		2
3.2 Annual Increase in Shares		2
3.3 Shares Returned to Reserve		2
3.4 Dividend Equivalents		3
ARTICLE 4. ELIGIBILITY		3
4.1 Incentive Stock Options		3
4.2 Other Grants		3
ARTICLE 5. OPTIONS		3
5.1 Stock Option Agreement		3
5.2 Number of Shares		3
5.3 Exercise Price		3
5.4 Exercisability and Term		3
5.5 Effect of Change in Control		3
5.6 Death of Optionee		4
5.7 Modification or Assumption of Options		4
5.8 Buyout Provisions		4
ARTICLE 6. PAYMENT FOR OPTION SHARES		4
6.1 General Rule		4
6.2 Surrender of Stock		4
6.3 Exercise/Sale		4
6.4 Promissory Note		5
6.5 Other Forms of Payment		5
ARTICLE 7. STOCK APPRECIATION RIGHTS		5
7.1 SAR Agreement		5
7.2 Number of Shares		5
7.3 Exercise Price		5
7.4 Exercisability and Term		5
7.5 Effect of Change in Control		5
7.6 Exercise of SARs		5
7.7 Death of Optionee		6
7.8 Modification or Assumption of SARs		6

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	Page
ARTICLE 8. RESTRICTED SHARES		6
8.1 Restricted Stock Agreement		6
8.2 Payment for Awards		6
8.3 Vesting Conditions		6
8.4 Voting and Dividend Rights		7
ARTICLE 9. STOCK UNITS		7
9.1 Stock Unit Agreement		7
9.2 Payment for Awards		7
9.3 Vesting Conditions		7
9.4 Voting and Dividend Rights		7
9.5 Form and Time of Settlement of Stock Units		7
9.6 Death of Recipient		8
9.7 Creditors’ Rights		8
ARTICLE 10. OTHER AWARDS		8
10.1 Performance Cash Awards		8
10.2 Awards under Other Plans		8
ARTICLE 11. PROTECTION AGAINST DILUTION		9
11.1 Adjustments		9
11.2 Dissolution or Liquidation		9
11.3 Reorganizations		9
ARTICLE 12. PAYMENT OF DIRECTOR’S FEES IN SECURITIES		11
12.1 Effective Date		11
12.2 Elections to Receive NSOs, Restricted Shares or Stock Units		11
12.3 Number and Terms of NSOs, Restricted Shares or Stock Units		11
ARTICLE 13. LIMITATION ON RIGHTS		11
13.1 Retention Rights		11
13.2 Stockholders’ Rights		11
13.3 Regulatory Requirements		11
ARTICLE 14. WITHHOLDING TAXES		11
14.1 General		11
14.2 Share Withholding		12
ARTICLE 15. FUTURE OF THE PLAN		12
15.1 Term of the Plan		12
15.2 Amendment or Termination		12
15.3 Stockholder Approval		12
ARTICLE 16. DEFINITIONS		12

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Alimera Sciences, Inc.

2009 Equity Incentive Plan

     ARTICLE 1. INTRODUCTION.

          The Board adopted the Plan effective as of the IPO Date. The purpose of the Plan is to promote the long-term success of the Company and the creation of stockholder value by (a) encouraging Employees, Outside Directors and Consultants to focus on critical long-range objectives, (b) encouraging the attraction and retention of Employees, Outside Directors and Consultants with exceptional qualifications and (c) linking Employees, Outside Directors and Consultants directly to stockholder interests through increased stock ownership. The Plan seeks to achieve this purpose by providing for Awards in the form of Options (which may constitute ISOs or NSOs), SARs, Restricted Shares, Stock Units or Performance Cash Awards.

          The Plan shall be governed by, and construed in accordance with, the laws of the State of Delaware (except their choice-of-law provisions).

     ARTICLE 2. ADMINISTRATION.

          2.1 Committee Composition. The Compensation Committee of the Board shall administer the Plan. The Committee shall consist exclusively of two or more members of the Board, who shall be appointed by the Board. In addition, each member of the Committee shall meet the following requirements:

          (a) Any listing standards prescribed by the principal securities market on which the Company’s equity securities are traded;

          (b) Such requirements as the Internal Revenue Service may establish for outside directors acting under plans intended to qualify for exemption under section 162(m)(4)(C) of the Code;

          (c) Such requirements as the Securities and Exchange Commission may establish for administrators acting under plans intended to qualify for exemption under Rule 16b-3 (or its successor) under the Exchange Act; and

          (d) Any other requirements imposed by applicable law, regulations or rules.

          2.2 Committee Responsibilities. The Committee shall (a) select the Employees, Outside Directors and Consultants who are to receive Awards under the Plan, (b) determine the type, number, vesting requirements and other features and conditions of such Awards, (c) determine to what extent any Performance Goals have been attained, (d) interpret the Plan, (e) make all other decisions relating to the operation of the Plan and (f) carry out any other duties delegated to it by the Board under the Plan. The Committee may adopt such rules or

guidelines as it deems appropriate to implement the Plan. The Committee’s determinations under the Plan shall be final and binding on all persons.

          2.3 Non-Officer Grants. The Board may also appoint a single director or an additional committee of the Board composed of two or more directors of the Company. The single director or the members of the additional committee need not satisfy the requirements of Section 2.1. Such director or committee may (a) administer the Plan with respect to Employees and Consultants who are not Outside Directors and are not considered executive officers of the Company under Section 16 of the Exchange Act, (b) grant Awards under the Plan to such Employees and Consultants and (c) determine all features and conditions of such Awards. Within the limitations of this Section 2.3, any reference in the Plan to the Committee shall include a single director or an additional committee to whom the Board has delegated the required authority under this Section 2.3.

     ARTICLE 3. SHARES AVAILABLE FOR GRANTS.

          3.1 Basic Limitation. Common Shares issued pursuant to the Plan may be authorized but unissued shares or treasury shares. The aggregate number of Common Shares issued under the Plan shall not exceed (a) 6% of the total number of Common Shares outstanding immediately after the IPO plus (b) the additional Common Shares described in Sections 3.2 and 3.3. The number of Common Shares that are subject to Awards outstanding at any time under the Plan shall not exceed the number of Common Shares that then remain available for issuance under the Plan. All Common Shares available under the Plan may be issued upon the exercise of ISOs. The limitations of this Section 3.1 and Section 3.2 shall be subject to adjustment pursuant to Article 11.

          3.2 Annual Increase in Shares. As of the first day of each fiscal year of the Company, commencing on January 1, 2010, the aggregate number of Common Shares that may be issued under the Plan shall automatically increase by a number equal to the lowest of (a) 4% of the total number of Common Shares then outstanding, (b) 2,000,000 Common Shares or (c) the number determined by the Board.

          3.3 Shares Returned to Reserve. To the extent that Options, SARs or Stock Units are forfeited or expire for any other reason before being exercised or settled in full, then the Common Shares subject to such Options, SARs or Stock Units shall again become available for issuance under the Plan. If SARs are exercised, then only the number of Common Shares (if any) actually issued in settlement of such SARs shall reduce the number available under Section 3.1 and the balance shall again become available for issuance under the Plan. If Stock Units are settled, then only the number of Common Shares (if any) actually issued in settlement of such Stock Units shall reduce the number available under Section 3.1 and the balance shall again become available for issuance under the Plan. If Restricted Shares or Common Shares issued upon the exercise of Options are reacquired by the Company pursuant to a forfeiture provision or for any other reason, then such Common Shares shall again become available for issuance under the Plan. Shares applied to pay the Exercise Price of Options or to satisfy tax withholding obligations related to any Award shall again become available for issuance under the Plan. To the extent that an Award is settled in cash rather than Shares, the cash settlement shall not reduce the number of Shares available for issuance under the Plan.

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          3.4 Dividend Equivalents. Any dividend equivalents paid or credited under the Plan shall not be applied against the number of Common Shares that may be issued under the Plan, whether or not such dividend equivalents are converted into Stock Units.

     ARTICLE 4. ELIGIBILITY.

          4.1 Incentive Stock Options. Only Employees who are common-law employees of the Company, a Parent or a Subsidiary shall be eligible for the grant of ISOs. In addition, an Employee who owns more than 10% of the total combined voting power of all classes of outstanding stock of the Company or any of its Parents or Subsidiaries shall not be eligible for the grant of an ISO unless the additional requirements set forth in Section 422(c)(5) of the Code are satisfied.

          4.2 Other Grants. Only Employees, Outside Directors and Consultants shall be eligible for the grant of Restricted Shares, Stock Units, NSOs or SARs.

     ARTICLE 5. OPTIONS.

          5.1 Stock Option Agreement. Each grant of an Option under the Plan shall be evidenced by a Stock Option Agreement between the Optionee and the Company. Such Option shall be subject to all applicable terms of the Plan and may be subject to any other terms that are not inconsistent with the Plan. The Stock Option Agreement shall specify whether the Option is an ISO or an NSO. The provisions of the various Stock Option Agreements entered into under the Plan need not be identical. Options may be granted in consideration of a reduction in the Optionee’s other compensation.

          5.2 Number of Shares. Each Stock Option Agreement shall specify the number of Common Shares subject to the Option and shall provide for the adjustment of such number in accordance with Article 11. Options granted to an Optionee in a single fiscal year of the Company shall not cover more than 50% of the Plan Shares.

          5.3 Exercise Price. Each Stock Option Agreement shall specify the Exercise Price, which shall not be less than 100% of the Fair Market Value of a Common Share on the date of grant. The preceding sentence shall not apply to Options granted pursuant to an assumption of, or substitution for, another option in a manner that would satisfy the requirements of Section 424(a) of the Code, whether or not such section is applicable.

          5.4 Exercisability and Term. Each Stock Option Agreement shall specify the date or event when all or any installment of the Option is to become exercisable. The Stock Option Agreement shall also specify the term of the Option; provided that the term of an ISO shall in no event exceed 10 years from the date of grant. A Stock Option Agreement may provide for accelerated exercisability in the event of the Optionee’s death, disability or retirement or other events and may provide for expiration prior to the end of its term in the event of the termination of the Optionee’s Service. Options may be awarded in combination with SARs, and such an Award may provide that the Options will not be exercisable unless the related SARs are forfeited.

          5.5 Effect of Change in Control. The Committee may determine, at the time of granting an Option or thereafter, that such Option shall become exercisable as to all or part of

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the Common Shares subject to such Option in the event that a Change in Control occurs with respect to the Company or in the event that the Optionee is subject to an Involuntary Termination after a Change in Control. However, in the case of an ISO, the acceleration of exercisability shall not occur without the Optionee’s written consent. In addition, acceleration of exercisability may be required under Section 11.3.

          5.6 Death of Optionee. After an Optionee’s death, any exercisable Options held by such Optionee may be exercised by his or her beneficiary or beneficiaries. Each Optionee may designate one or more beneficiaries for this purpose by filing the prescribed form with the Company. A beneficiary designation may be changed by filing the prescribed form with the Company at any time before the Optionee’s death. If no beneficiary was designated or if no designated beneficiary survives the Optionee, then any exercisable Options held by the Optionee may be exercised by his or her estate.

          5.7 Modification or Assumption of Options. Within the limitations of the Plan, the Committee may modify, reprice, extend or assume outstanding options or may accept the cancellation of outstanding options (whether granted by the Company or by another issuer) in return for the grant of new options for the same or a different number of shares and at the same or a different exercise price. The foregoing notwithstanding, no modification of an Option shall, without the consent of the Optionee, alter or impair his or her rights or obligations under such Option.

          5.8 Buyout Provisions. The Committee may at any time (a) offer to buy out for a payment in cash or cash equivalents an Option previously granted or (b) authorize an Optionee to elect to cash out an Option previously granted, in either case at such time and based upon such terms and conditions as the Committee shall establish.

     ARTICLE 6. PAYMENT FOR OPTION SHARES.

          6.1 General Rule. The entire Exercise Price of Common Shares issued upon exercise of Options shall be payable in cash or cash equivalents at the time when such Common Shares are purchased, except that the Committee at its sole discretion may accept payment of the Exercise Price in any other form(s) described in this Article 6. However, if the Optionee is an Outside Director or executive officer of the Company, he or she may pay the Exercise Price in a form other than cash or cash equivalents only to the extent permitted by Section 13(k) of the Exchange Act.

          6.2 Surrender of Stock. With the Committee’s consent, all or any part of the Exercise Price may be paid by surrendering, or attesting to the ownership of, Common Shares that are already owned by the Optionee. Such Common Shares shall be valued at their Fair Market Value on the date when the new Common Shares are purchased under the Plan.

          6.3 Exercise/Sale. With the Committee’s consent, all or any part of the Exercise Price and any withholding taxes may be paid by delivering (on a form prescribed by the Company) an irrevocable direction to a securities broker approved by the Company to sell all or part of the Common Shares being purchased under the Plan and to deliver all or part of the sales proceeds to the Company.

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          6.4 Promissory Note. With the Committee’s consent, all or any part of the Exercise Price and any withholding taxes may be paid by delivering (on a form prescribed by the Company) a full-recourse promissory note.

          6.5 Other Forms of Payment. With the Committee’s consent, all or any part of the Exercise Price and any withholding taxes may be paid in any other form that is consistent with applicable laws, regulations and rules.

     ARTICLE 7. STOCK APPRECIATION RIGHTS.

          7.1 SAR Agreement. Each grant of an SAR under the Plan shall be evidenced by an SAR Agreement between the Optionee and the Company. Such SAR shall be subject to all applicable terms of the Plan and may be subject to any other terms that are not inconsistent with the Plan. The provisions of the various SAR Agreements entered into under the Plan need not be identical. SARs may be granted in consideration of a reduction in the Optionee’s other compensation.

          7.2 Number of Shares. Each SAR Agreement shall specify the number of Common Shares to which the SAR pertains and shall provide for the adjustment of such number in accordance with Article 11. SARs granted to an Optionee in a single calendar year shall in no event pertain to more than 50% of the Plan Shares.

          7.3 Exercise Price. Each SAR Agreement shall specify the Exercise Price, which shall in no event be less than 100% of the Fair Market Value of a Common Share on the date of grant. The preceding sentence shall not apply to SARs granted pursuant to an assumption of, or substitution for, another SAR in a manner that would satisfy the requirements of Section 424(a) of the Code if such section were applicable.

          7.4 Exercisability and Term. Each SAR Agreement shall specify the date when all or any installment of the SAR is to become exercisable. The SAR Agreement shall also specify the term of the SAR. An SAR Agreement may provide for accelerated exercisability in the event of the Optionee’s death, disability or retirement or other events and may provide for expiration prior to the end of its term in the event of the termination of the Optionee’s Service. SARs may be awarded in combination with Options, and such an Award may provide that the SARs will not be exercisable unless the related Options are forfeited. An SAR may be included in an ISO only at the time of grant but may be included in an NSO at the time of grant or thereafter. An SAR granted under the Plan may provide that it will be exercisable only in the event of a Change in Control.

          7.5 Effect of Change in Control. The Committee may determine, at the time of granting an SAR or thereafter, that such SAR shall become exercisable as to all or part of the Common Shares subject to such SAR in the event that the Company is subject to a Change in Control or in the event that the Optionee is subject to an Involuntary Termination after a Change in Control. In addition, acceleration of exercisability may be required under Section 11.3.

          7.6 Exercise of SARs. Upon exercise of an SAR, the Optionee (or any person having the right to exercise the SAR after his or her death) shall receive from the Company (a) Common Shares, (b) cash or (c) a combination of Common Shares and cash, as the Committee shall determine. The amount of cash and/or the Fair Market Value of Common

5

Shares received upon exercise of SARs shall, in the aggregate, be equal to the amount by which the Fair Market Value (on the date of surrender) of the Common Shares subject to the SARs exceeds the Exercise Price. If, on the date when an SAR expires, the Exercise Price is less than the Fair Market Value on such date but any portion of such SAR has not been exercised or surrendered, then such SAR shall automatically be deemed to be exercised as of such date with respect to such portion. An SAR Agreement may also provide for an automatic exercise of the SAR on an earlier date.

          7.7 Death of Optionee. After an Optionee’s death, any exercisable SARs held by such Optionee may be exercised by his or her beneficiary or beneficiaries. Each Optionee may designate one or more beneficiaries for this purpose by filing the prescribed form with the Company. A beneficiary designation may be changed by filing the prescribed form with the Company at any time before the Optionee’s death. If no beneficiary was designated or if no designated beneficiary survives the Optionee, then any exercisable SARs held by the Optionee may be exercised by his or her estate.

          7.8 Modification or Assumption of SARs. Within the limitations of the Plan, the Committee may modify, reprice, extend or assume outstanding SARs or may accept the cancellation of outstanding SARs (whether granted by the Company or by another issuer) in return for the grant of new SARs for the same or a different number of shares and at the same or a different exercise price. The foregoing notwithstanding, no modification of an SAR shall, without the consent of the Optionee, alter or impair his or her rights or obligations under such SAR.

     ARTICLE 8. RESTRICTED SHARES.

          8.1 Restricted Stock Agreement. Each grant of Restricted Shares under the Plan shall be evidenced by a Restricted Stock Agreement between the recipient and the Company. Such Restricted Shares shall be subject to all applicable terms of the Plan and may be subject to any other terms that are not inconsistent with the Plan. The provisions of the various Restricted Stock Agreements entered into under the Plan need not be identical.

          8.2 Payment for Awards. Restricted Shares may be sold or awarded under the Plan for such consideration as the Committee may determine, including (without limitation) cash, cash equivalents, property, full-recourse promissory notes, past services and future services. If the Participant is an Outside Director or executive officer of the Company, he or she may pay for Restricted Shares with a promissory note only to the extent permitted by Section 13(k) of the Exchange Act. Within the limitations of the Plan, the Committee may accept the cancellation of outstanding options in return for the grant of Restricted Shares.

          8.3 Vesting Conditions. Each Award of Restricted Shares may or may not be subject to vesting. Vesting shall occur, in full or in installments, upon satisfaction of the conditions specified in the Restricted Stock Agreement. Such conditions, at the Committee’s discretion, may include one or more Performance Goals. In no event shall more than 50% of the Plan Shares be granted to any Participant in a single fiscal year of the Company as Restricted Shares subject to performance-based vesting conditions. A Restricted Stock Agreement may provide for accelerated vesting in the event of the Participant’s death, disability or retirement or other events. The Committee may determine, at the time of granting Restricted Shares or

6

thereafter, that all or part of such Restricted Shares shall become vested in the event that a Change in Control occurs with respect to the Company or in the event that the Participant is subject to an Involuntary Termination after a Change in Control.

          8.4 Voting and Dividend Rights. The holders of Restricted Shares awarded under the Plan shall have the same voting, dividend and other rights as the Company’s other stockholders. A Restricted Stock Agreement, however, may require that any cash dividends paid on Restricted Shares (a) be accumulated and paid when such Restricted Shares vest or (b) be invested in additional Restricted Shares. Such additional Restricted Shares shall be subject to the same conditions and restrictions as the Award with respect to which the dividends were paid.

     ARTICLE 9. STOCK UNITS.

          9.1 Stock Unit Agreement. Each grant of Stock Units under the Plan shall be evidenced by a Stock Unit Agreement between the recipient and the Company. Such Stock Units shall be subject to all applicable terms of the Plan and may be subject to any other terms that are not inconsistent with the Plan. The provisions of the various Stock Unit Agreements entered into under the Plan need not be identical. Stock Units may be granted in consideration of a reduction in the recipient’s other compensation.

          9.2 Payment for Awards. To the extent that an Award is granted in the form of Stock Units, no cash consideration shall be required of the Award recipients.

          9.3 Vesting Conditions. Each Award of Stock Units may or may not be subject to vesting. Vesting shall occur, in full or in installments, upon satisfaction of the conditions specified in the Stock Unit Agreement. Such conditions, at the Committee’s discretion, may include one or more Performance Goals. In no event shall more than 50% of the Plan Shares be granted to any Participant in a single fiscal year of the Company as Stock Units subject to performance-based vesting conditions. A Stock Unit Agreement may provide for accelerated vesting in the event of the Participant’s death, disability or retirement or other events. The Committee may determine, at the time of granting Stock Units or thereafter, that all or part of such Stock Units shall become vested in the event that the Company is subject to a Change in Control or in the event that the Participant is subject to an Involuntary Termination after a Change in Control. In addition, acceleration of vesting may be required under Section 11.3.

          9.4 Voting and Dividend Rights. The holders of Stock Units shall have no voting rights. Prior to settlement or forfeiture, any Stock Unit awarded under the Plan may, at the Committee’s discretion, carry with it a right to dividend equivalents. Such right entitles the holder to be credited with an amount equal to all cash dividends paid on one Common Share while the Stock Unit is outstanding. Dividend equivalents may be converted into additional Stock Units. Settlement of dividend equivalents may be made in the form of cash, in the form of Common Shares, or in a combination of both. Prior to distribution, any dividend equivalents that are not paid shall be subject to the same conditions and restrictions as the Stock Units to which they attach.

          9.5 Form and Time of Settlement of Stock Units. Settlement of vested Stock Units may be made in the form of (a) cash, (b) Common Shares or (c) any combination of both, as determined by the Committee. The actual number of Stock Units eligible for settlement

7

may be larger or smaller than the number included in the original Award, based on predetermined performance factors. Methods of converting Stock Units into cash may include (without limitation) a method based on the average Fair Market Value of Common Shares over a series of trading days. Vested Stock Units may be settled in a lump sum or in installments. The distribution may occur or commence when all vesting conditions applicable to the Stock Units have been satisfied or have lapsed, or it may be deferred to any later date. The amount of a deferred distribution may be increased by an interest factor or by dividend equivalents. Until an Award of Stock Units is settled, the number of such Stock Units shall be subject to adjustment pursuant to Article 11.

          9.6 Death of Recipient. Any Stock Units Award that becomes payable after the recipient’s death shall be distributed to the recipient’s beneficiary or beneficiaries. Each recipient of a Stock Units Award under the Plan shall designate one or more beneficiaries for this purpose by filing the prescribed form with the Company. A beneficiary designation may be changed by filing the prescribed form with the Company at any time before the Award recipient’s death. If no beneficiary was designated or if no designated beneficiary survives the Award recipient, then any Stock Units Award that becomes payable after the recipient’s death shall be distributed to the recipient’s estate.

          9.7 Creditors’ Rights. A holder of Stock Units shall have no rights other than those of a general creditor of the Company. Stock Units represent an unfunded and unsecured obligation of the Company, subject to the terms and conditions of the applicable Stock Unit Agreement.

     ARTICLE 10. OTHER AWARDS.

          10.1 Performance Cash Awards. A Performance Cash Award is a cash award granted subject to the attainment of specified Performance Goals during a Performance Period. A Performance Cash Award may also require the completion of a specified period of continuous Service. The length of the Performance Period, the Performance Goals to be attained during the Performance Period, and the degree to which the Performance Goals have been attained shall be determined conclusively by the Committee. The aggregate amount that may be paid to any Participant for any fiscal year of the Company as a Performance Cash Award shall not exceed $___,000,000. The Committee may prescribe or may permit a Participant to elect (subject to such terms and conditions as the Committee may specify) that the payment of a Performance Cash Award will be deferred to a specified date or event. The Committee may also specify the form of payment of a Performance Cash Award, including cash or Common Shares, or may permit a Participant to elect the form of payment. Such Common Shares shall be treated for all purposes under the Plan like Common Shares issued in settlement of Stock Units and shall, when issued, reduce the number of Common Shares available under Article 3.

          10.2 Awards under Other Plans. The Company may grant awards under other plans or programs. Such awards may be settled in the form of Common Shares issued under this Plan. Such Common Shares shall be treated for all purposes under the Plan like Common Shares issued in settlement of Stock Units and shall, when issued, reduce the number of Common Shares available under Article 3.

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     ARTICLE 11. PROTECTION AGAINST DILUTION.

          11.1 Adjustments. In the event of a subdivision of the outstanding Common Shares, a declaration of a dividend payable in Common Shares or a combination or consolidation of the outstanding Common Shares (by reclassification or otherwise) into a lesser number of Common Shares, corresponding adjustments shall automatically be made in each of the following:

          (a) The number of Options, SARs, Restricted Shares and Stock Units available for future Awards under Article 3;

          (b) The number of Common Shares covered by each outstanding Option and SAR;

          (c) The Exercise Price under each outstanding Option and SAR; or

          (d) The number of Stock Units included in any prior Award that has not yet been settled.

In the event of a declaration of an extraordinary dividend payable in a form other than Common Shares in an amount that has a material effect on the price of Common Shares, a recapitalization, a spin-off or a similar occurrence, the Committee shall make such adjustments as it, in its sole discretion, deems appropriate in one or more of the foregoing. Except as provided in this Article 11, a Participant shall have no rights by reason of any issuance by the Company of stock of any class or securities convertible into stock of any class, any subdivision or consolidation of shares of stock of any class, the payment of any stock dividend or any other increase or decrease in the number of shares of stock of any class.

          11.2 Dissolution or Liquidation. To the extent not previously exercised or settled, Options, SARs and Stock Units shall terminate immediately prior to the dissolution or liquidation of the Company.

          11.3 Reorganizations. In the event that the Company is a party to a merger or consolidation, all outstanding Awards shall be subject to the agreement of merger or consolidation. Such agreement shall provide for one or more of the following:

          (a) The continuation of such outstanding Awards by the Company (if the Company is the surviving corporation).

          (b) The assumption of such outstanding Awards by the surviving corporation or its parent, provided that the assumption of Options or SARs shall comply with Section 424(a) of the Code (whether or not the Options are ISOs).

          (c) The substitution by the surviving corporation or its parent of new awards for such outstanding Awards, provided that the substitution of Options or SARs shall comply with Section 424(a) of the Code (whether or not the Options are ISOs).

9

          (d) Full exercisability of outstanding Options and SARs and full vesting of the Common Shares subject to such Options and SARs, followed by the cancellation of such Options and SARs. The full exercisability of such Options and SARs and full vesting of such Common Shares may be contingent on the closing of such merger or consolidation. The Optionees shall be able to exercise such Options and SARs during a period of not less than five full business days preceding the closing date of such merger or consolidation, unless (i) a shorter period is required to permit a timely closing of such merger or consolidation and (ii) such shorter period still offers the Optionees a reasonable opportunity to exercise such Options and SARs. Any exercise of such Options and SARs during such period may be contingent on the closing of such merger or consolidation.

          (e) The cancellation of outstanding Options and SARs and a payment to the Optionees equal to the excess of (i) the Fair Market Value of the Common Shares subject to such Options and SARs (whether or not such Options and SARs are then exercisable or such Common Shares are then vested) as of the closing date of such merger or consolidation over (ii) their Exercise Price. Such payment shall be made in the form of cash, cash equivalents, or securities of the surviving corporation or its parent with a Fair Market Value equal to the required amount. Such payment may be made in installments and may be deferred until the date or dates when such Options and SARs would have become exercisable or such Common Shares would have vested. Such payment may be subject to vesting based on the Optionee’s continuing Service, provided that the vesting schedule shall not be less favorable to the Optionee than the schedule under which such Options and SARs would have become exercisable or such Common Shares would have vested. If the Exercise Price of the Common Shares subject to such Options and SARs exceeds the Fair Market Value of such Common Shares, then such Options and SARs may be cancelled without making a payment to the Optionees. For purposes of this Subsection (e), the Fair Market Value of any security shall be determined without regard to any vesting conditions that may apply to such security.

          (f) The cancellation of outstanding Stock Units and a payment to the Participants equal to the Fair Market Value of the Common Shares subject to such Stock Units (whether or not such Stock Units are then vested) as of the closing date of such merger or consolidation. Such payment shall be made in the form of cash, cash equivalents, or securities of the surviving corporation or its parent with a Fair Market Value equal to the required amount. Such payment may be made in installments and may be deferred until the date or dates when such Stock Units would have vested. Such payment may be subject to vesting based on the Participant’s continuing Service, provided that the vesting schedule shall not be less favorable to the Participant than the schedule under which such Stock Units would have vested. For purposes of this Subsection (f), the Fair Market Value of any security shall be determined without regard to any vesting conditions that may apply to such security.

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     ARTICLE 12. PAYMENT OF DIRECTOR’S FEES IN SECURITIES.

          12.1 Effective Date. No provision of this Article 12 shall be effective unless and until the Board has determined to implement such provision.

          12.2 Elections to Receive NSOs, Restricted Shares or Stock Units. An Outside Director may elect to receive his or her annual retainer payments and/or meeting fees from the Company in the form of cash, NSOs, Restricted Shares or Stock Units, or a combination thereof, as determined by the Board. Such NSOs, Restricted Shares and Stock Units shall be issued under the Plan. An election under this Article 12 shall be filed with the Company on the prescribed form.

          12.3 Number and Terms of NSOs, Restricted Shares or Stock Units. The number of NSOs, Restricted Shares or Stock Units to be granted to Outside Directors in lieu of annual retainers and meeting fees that would otherwise be paid in cash shall be calculated in a manner determined by the Board. The terms of such NSOs, Restricted Shares or Stock Units shall also be determined by the Board.

     ARTICLE 13. LIMITATION ON RIGHTS.

          13.1 Retention Rights. Neither the Plan nor any Award granted under the Plan shall be deemed to give any individual a right to remain an Employee, Outside Director or Consultant. The Company and its Parents, Subsidiaries and Affiliates reserve the right to terminate the Service of any Employee, Outside Director or Consultant at any time, with or without cause, subject to applicable laws, the Company’s certificate of incorporation and by-laws and a written employment agreement (if any).

          13.2 Stockholders’ Rights. A Participant shall have no dividend rights, voting rights or other rights as a stockholder with respect to any Common Shares covered by his or her Award prior to the time when a stock certificate for such Common Shares is issued or, if applicable, the time when he or she becomes entitled to receive such Common Shares by filing any required notice of exercise and paying any required Exercise Price. No adjustment shall be made for cash dividends or other rights for which the record date is prior to such time, except as expressly provided in the Plan.

          13.3 Regulatory Requirements. Any other provision of the Plan notwithstanding, the obligation of the Company to issue Common Shares under the Plan shall be subject to all applicable laws, rules and regulations and such approval by any regulatory body as may be required. The Company reserves the right to restrict, in whole or in part, the delivery of Common Shares pursuant to any Award prior to the satisfaction of all legal requirements relating to the issuance of such Common Shares, to their registration, qualification or listing or to an exemption from registration, qualification or listing.

     ARTICLE 14. WITHHOLDING TAXES.

          14.1 General. To the extent required by applicable federal, state, local or foreign law, a Participant or his or her successor shall make arrangements satisfactory to the Company for the satisfaction of any withholding tax obligations that arise in connection with the

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Plan. The Company shall not be required to issue any Common Shares or make any cash payment under the Plan until such obligations are satisfied.

          14.2 Share Withholding. To the extent that applicable law subjects a Participant to tax withholding obligations, the Committee may permit such Participant to satisfy all or part of such obligations by having the Company withhold all or a portion of any Common Shares that otherwise would be issued to him or her or by surrendering all or a portion of any Common Shares that he or she previously acquired. Such Common Shares shall be valued at their Fair Market Value on the date when they are withheld or surrendered. This Section 14.2 shall apply only to the minimum extent required by applicable tax laws.

     ARTICLE 15. FUTURE OF THE PLAN.

          15.1 Term of the Plan. The Plan, as set forth herein, shall become effective on the IPO Date. The Plan shall remain in effect until the earlier of (a) the date when the Plan is terminated under Section 15.2 or (b) the 10^th anniversary of the date when the Board adopted the Plan.

          15.2 Amendment or Termination. The Board may, at any time and for any reason, amend or terminate the Plan. No Awards shall be granted under the Plan after the termination thereof. The termination of the Plan, or any amendment thereof, shall not affect any Award previously granted under the Plan.

          15.3 Stockholder Approval. An amendment of the Plan shall be subject to the approval of the Company’s stockholders only to the extent required by applicable laws, regulations or rules. However, Section 162(m) of the Code may require that the Company’s stockholders approve:

          (a) The Plan not later than the first regular meeting of stockholders that occurs in the fourth calendar year following the calendar year in which the IPO Date occurred;

          (b) The performance criteria set forth in Appendix A not later than the first meeting of stockholders that occurs in the fifth year following the year in which the Company’s stockholders previously approved such criteria; and

          (c) Any increase in the limitations set forth in Section 5.2, 7.2, 8.3 or 9.3 resulting from an amendment of the Plan that increases the number of Plan Shares.

     ARTICLE 16. DEFINITIONS.

          16.1 “Affiliate” means any entity other than a Subsidiary, if the Company and/or one or more Subsidiaries own not less than 50% of such entity.

          16.2 “Award” means an award of Options, SARs, Restricted Shares or Stock Units or a Performance Cash Award.

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          16.3 “Board” means the Company’s Board of Directors, as constituted from time to time.

          16.4 “Cause” means:

          (a) An unauthorized use or disclosure by the Participant of the Company’s confidential information or trade secrets, which use or disclosure causes material harm to the Company;

          (b) A material breach by the Participant of any agreement between the Participant and the Company;

          (c) A material failure by the Participant to comply with the Company’s written policies or rules;

          (d) The Participant’s conviction of, or plea of “guilty” or “no contest” to, a felony under the laws of the United States or any State thereof;

          (e) The Participant’s gross negligence or willful misconduct;

          (f) A continuing failure by the Participant to perform assigned duties after receiving written notification of such failure from the Board; or

          (g) A failure by the Participant to cooperate in good faith with a governmental or internal investigation of the Company or its directors, officers or employees, if the Company has requested the Participant’s cooperation.

          16.5 “Change in Control” means:

          (a) The consummation of a merger or consolidation of the Company with or into another entity or any other corporate reorganization, if persons who were not stockholders of the Company immediately prior to such merger, consolidation or other reorganization own immediately after such merger, consolidation or other reorganization 50% or more of the voting power of the outstanding securities of each of (i) the continuing or surviving entity and (ii) any direct or indirect parent corporation of such continuing or surviving entity;

          (b) The sale, transfer or other disposition of all or substantially all of the Company’s assets;

          (c) A change in the composition of the Board, as a result of which fewer than 50% of the incumbent directors are directors who either:

          (i) Had been directors of the Company on the date 24 months prior to the date of such change in the composition of the Board (the “Original Directors”); or

          (ii) Were appointed to the Board, or nominated for election to the Board, with the affirmative votes of at least a

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majority of the aggregate of (A) the Original Directors who were in office at the time of their appointment or nomination and (B) the directors whose appointment or nomination was previously approved in a manner consistent with this Paragraph (ii); or

          (d) Any transaction as a result of which any person is the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing at least 50% of the total voting power represented by the Company’s then outstanding voting securities. For purposes of this Subsection (d), the term “person” shall have the same meaning as when used in Sections 13(d) and 14(d) of the Exchange Act but shall exclude (i) a trustee or other fiduciary holding securities under an employee benefit plan of the Company or of a Parent or Subsidiary and (ii) a corporation owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of the common stock of the Company.

A transaction shall not constitute a Change in Control if its sole purpose is to change the state of the Company’s incorporation or to create a holding company that will be owned in substantially the same proportions by the persons who held the Company’s securities immediately before such transaction.

          16.6 “Code” means the Internal Revenue Code of 1986, as amended.

          16.7 “Committee” means the Compensation Committee of the Board, as further described in Article 2.

          16.8 “Common Share” means one share of the common stock of the Company.

          16.9 “Company” means Alimera Sciences, Inc., a Delaware corporation.

          16.10 “Consultant” means a consultant or adviser who provides bona fide services to the Company, a Parent, a Subsidiary or an Affiliate as an independent contractor.

          16.11 “Employee” means a common-law employee of the Company, a Parent, a Subsidiary or an Affiliate.

          16.12 “Exchange Act” means the Securities Exchange Act of 1934, as amended.

          16.13 “Exercise Price,” in the case of an Option, means the amount for which one Common Share may be purchased upon exercise of such Option, as specified in the applicable Stock Option Agreement. “Exercise Price,” in the case of an SAR, means an amount, as specified in the applicable SAR Agreement, which is subtracted from the Fair Market Value of one Common Share in determining the amount payable upon exercise of such SAR.

          16.14 “Fair Market Value” means the price at which Common Shares were last sold in the principal U.S. market for Common Shares on the applicable date or, if the applicable date was not a trading day, on the last trading day prior to the applicable date. If Common Shares are no longer traded on a public U.S. securities market, the Fair Market Value shall be

14

determined by the Committee in good faith on such basis as it deems appropriate. The Committee’s determination shall be conclusive and binding on all persons.

          16.15 “Involuntary Termination” means the termination of the Participant’s Service by reason of:

          (a) The involuntary discharge of the Participant by the Company (or the Parent, Subsidiary or Affiliate employing him or her) for reasons other than Cause;

          (b) The voluntary resignation of the Participant following (i) a material adverse change in his or her title, stature, authority or responsibilities with the Company (or the Parent, Subsidiary or Affiliate employing him or her), (ii) a material reduction in his or her base salary or (iii) receipt of notice that his or her principal workplace will be relocated by more than 30 miles; or

          (c) Any other reason approved by the Committee.

          16.16 “IPO Date” means the effective date of the registration statement filed by the Company with the Securities and Exchange Commission for its initial offering of Common Shares to the public.

          16.17 “ISO” means an incentive stock option described in section 422(b) of the Code.

          16.18 “NSO” means a stock option not described in sections 422 or 423 of the Code.

          16.19 “Option” means an ISO or NSO granted under the Plan and entitling the holder to purchase Common Shares.

          16.20 “Optionee” means an individual or estate holding an Option or SAR.

          16.21 “Outside Director” means a member of the Board who is not an Employee.

          16.22 “Parent” means any corporation (other than the Company) in an unbroken chain of corporations ending with the Company, if each of the corporations other than the Company owns stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other corporations in such chain. A corporation that attains the status of a Parent on a date after the adoption of the Plan shall be considered a Parent commencing as of such date.

          16.23 “Participant” means an individual or estate holding an Award.

          16.24 “Performance Cash Award” means a performance cash award granted under Section 10.1.

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          16.25 “Performance Goal” means a goal established by the Committee for the applicable Performance Period based on one or more of the performance criteria set forth in Appendix A. Performance Goals may be established either on a Company-wide basis or with respect to one or more business units, divisions, Subsidiaries, Affiliates or business segments and either in absolute terms or relative to the performance of one or more comparable companies or one or more relevant indices. To the extent consistent with Section 162(m) of the Code, the Committee may adjust the results under any performance criterion to exclude any of the following events that occurs during a Performance Period: (a) asset write-downs, (b) litigation, claims, judgments or settlements, (c) the effect of changes in tax laws, accounting principles or other laws or provisions affecting reported results, (d) accruals for reorganization and restructuring programs, (e) extraordinary, unusual or non-recurring items, (f) exchange rate effects for non-U.S. dollar denominated net sales and operating earnings or (g) statutory adjustments to corporate tax rates.

          16.26 “Performance Period” means a period of time selected by the Committee over which the attainment of one or more Performance Goals will be measured for the purpose of determining a Participant’s right to a Performance Cash Award or an Award of Restricted Shares or Stock Units that vests on the basis of performance. Performance Periods may be of varying and overlapping duration, at the sole discretion of the Committee.

          16.27 “Plan” means this Alimera Sciences, Inc. 2009 Equity Incentive Plan, as amended from time to time.

          16.28 “Plan Shares” means the total number of Common Shares available under the Plan, as determined under all provisions of Article 3.

          16.29 “Restricted Share” means a Common Share awarded under the Plan.

          16.30 “Restricted Stock Agreement” means the agreement between the Company and the recipient of a Restricted Share that contains the terms, conditions and restrictions pertaining to such Restricted Share.

          16.31 “SAR” means a stock appreciation right granted under the Plan.

          16.32 “SAR Agreement” means the agreement between the Company and an Optionee that contains the terms, conditions and restrictions pertaining to his or her SAR.

          16.33 “Service” means service as an Employee, Outside Director or Consultant.

          16.34 “Stock Option Agreement” means the agreement between the Company and an Optionee that contains the terms, conditions and restrictions pertaining to his or her Option.

          16.35 “Stock Unit” means a bookkeeping entry representing the equivalent of one Common Share, as awarded under the Plan.

          16.36 “Stock Unit Agreement” means the agreement between the Company and the recipient of a Stock Unit that contains the terms, conditions and restrictions pertaining to such Stock Unit.

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          16.37 “Subsidiary” means any corporation (other than the Company) in an unbroken chain of corporations beginning with the Company, if each of the corporations other than the last corporation in the unbroken chain owns stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other corporations in such chain. A corporation that attains the status of a Subsidiary on a date after the adoption of the Plan shall be considered a Subsidiary commencing as of such date.

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Appendix A

Performance Criteria

The Committee may establish Performance Goals derived from one or more of the following criteria when it makes Awards of Restricted Shares or Stock Units that vest entirely or in part on the basis of performance or when it makes Performance Cash Awards:

•	Earnings (before or after taxes)	•	Sales or revenue
•	Earnings per share	•	Expense or cost reduction
•	Earnings before interest, taxes and depreciation	•	Working capital
•	Earnings before interest, taxes, depreciation and amortization	•	Economic value added (or an equivalent metric)
•	Total stockholder return	•	Market share
•	Return on equity or average stockholders’ equity	•	Cash flow
•	Return on assets, investment or capital employed	•	Operating cash flow
•	Operating income	•	Cash flow per share
•	Gross margin	•	Share price
•	Operating margin	•	Debt reduction
•	Net operating income	•	Customer satisfaction
•	Net operating income after tax	•	Stockholders’ equity
•	Return on operating revenue	•	Contract awards or backlog

• To the extent that an Award is not intended to comply with Section 162(m) of the Code, other measures of performance selected by the Committee

EX-10.10

Exhibit 10.10

Alimera Sciences, Inc.

2009 Employee Stock Purchase Plan

(As Adopted Effective on the IPO Date)

TABLE OF CONTENTS

	Page
SECTION 1. PURPOSE OF THE PLAN		1
SECTION 2. ADMINISTRATION OF THE PLAN		1
(a) Committee Composition		1
(b) Committee Responsibilities		1
SECTION 3. STOCK OFFERED UNDER THE PLAN		1
(a) Authorized Shares		1
(b) Anti-Dilution Adjustments		1
(c) Reorganizations		1
SECTION 4. ENROLLMENT AND PARTICIPATION		2
(a) Offering Periods		2
(c) Enrollment at IPO		2
(c) Enrollment After IPO		2
(d) Duration of Participation		2
SECTION 5. EMPLOYEE CONTRIBUTIONS		3
(a) Commencement of Payroll Deductions		3
(b) Amount of Payroll Deductions		3
(c) Reducing Withholding Rate or Discontinuing Payroll Deductions		3
(d) Increasing Withholding Rate		3
SECTION 6. WITHDRAWAL FROM THE PLAN		3
(a) Withdrawal		3
(b) Re-Enrollment After Withdrawal		4
SECTION 7. CHANGE IN EMPLOYMENT STATUS		4
(a) Termination of Employment		4
(b) Leave of Absence		4
(c) Death		4
SECTION 8. PLAN ACCOUNTS AND PURCHASE OF SHARES		4
(a) Plan Accounts		4
(b) Purchase Price		4
(c) Number of Shares Purchased		4
(d) Available Shares Insufficient		5
(e) Issuance of Stock		5
(f) Tax Withholding		5
(g) Unused Cash Balances		5
(h) Stockholder Approval		5

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	Page
SECTION 9. LIMITATIONS ON STOCK OWNERSHIP		5
(a) Five Percent Limit		5
(b) Dollar Limit		6
SECTION 10. RIGHTS NOT TRANSFERABLE		6
SECTION 11. NO RIGHTS AS AN EMPLOYEE		6
SECTION 12. NO RIGHTS AS A STOCKHOLDER		7
SECTION 13. SECURITIES LAW REQUIREMENTS		7
SECTION 14. AMENDMENT OR DISCONTINUANCE		7
(a) General Rule		7
(b) Impact on Purchase Price		7
SECTION 15. DEFINITIONS		7
(a) Board		7
(b) Code		8
(c) Committee		8
(d) Company		8
(e) Compensation		8
(f) Corporate Reorganization		8
(g) Eligible Employee		8
(h) Exchange Act		8
(i) Fair Market Value		8
(j) IPO		9
(k) IPO Date		9
(l) Offering Period		9
(m) Participant		9
(n) Participating Company		9
(o) Plan		9
(p) Plan Account		9
(q) Purchase Price		9
(r) Stock		9
(s) Subsidiary		9

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Alimera Sciences, Inc.

2009 Employee Stock Purchase Plan

SECTION 1. PURPOSE OF THE PLAN.

          The Board adopted the Plan effective as of the IPO Date. The purpose of the Plan is to provide Eligible Employees with an opportunity to increase their proprietary interest in the success of the Company by purchasing Stock from the Company on favorable terms and to pay for such purchases through payroll deductions. The Plan is intended to qualify for favorable tax treatment under Section 423 of the Code.

SECTION 2. ADMINISTRATION OF THE PLAN.

          (a) Committee Composition. The Committee shall administer the Plan. The Committee shall consist exclusively of one or more members of the Board, who shall be appointed by the Board.

          (b) Committee Responsibilities. The Committee shall interpret the Plan and make all other policy decisions relating to the operation of the Plan. The Committee may adopt such rules, guidelines and forms as it deems appropriate to implement the Plan. The Committee’s determinations under the Plan shall be final and binding on all persons.

SECTION 3. STOCK OFFERED UNDER THE PLAN.

          (a) Authorized Shares. The number of shares of Stock available for purchase under the Plan shall be 1.5% of the outstanding shares of the Company’s Common Stock immediately following the IPO (subject to adjustment pursuant to Subsection (b) below). On January 1 of each year, commencing with January 1, 2010, the aggregate number of shares of Stock available for purchase during the life of the Plan shall automatically increase by the number of shares necessary to cause the number of shares then available for purchase to be restored to 1.5% of the outstanding shares of the Company’s Common Stock immediately following the IPO (subject to adjustment pursuant to Subsection (b) below).

          (b) Anti-Dilution Adjustments. The aggregate number of shares of Stock offered under the Plan, the 2,500-share limitation described in Section 8(c) and the price of shares that any Participant has elected to purchase shall be adjusted proportionately for any increase or decrease in the number of outstanding shares of Stock resulting from a subdivision or consolidation of shares or the payment of a stock dividend, any other increase or decrease in such shares effected without receipt or payment of consideration by the Company, the distribution of the shares of a Subsidiary to the Company’s stockholders, or a similar event.

          (c) Reorganizations. Any other provision of the Plan notwithstanding, immediately prior to the effective time of a Corporate Reorganization, the Offering Period then

in progress shall terminate and shares shall be purchased pursuant to Section 8, unless the Plan is continued or assumed by the surviving corporation or its parent corporation. The Plan shall in no event be construed to restrict in any way the Company’s right to undertake a dissolution, liquidation, merger, consolidation or other reorganization.

SECTION 4. ENROLLMENT AND PARTICIPATION.

          (a) Offering Periods. While the Plan is in effect, two Offering Periods shall commence in each calendar year. The Offering Periods shall consist of the six-month periods commencing on each                      1 and                      1, except that:

          (i) The first Offering Period under the Plan shall commence on the IPO Date and shall end on                      ___, 2009; and

          (ii) The Committee may determine that the first Offering Period applicable to the Eligible Employees of a new Participating Company shall commence on any date specified by the Committee, provided that an Offering Period shall in no event be longer than 27 months.

          (b) Enrollment at IPO. Each individual who, on the IPO Date, qualifies as an Eligible Employee shall automatically become a Participant on such day. Each Participant who was automatically enrolled on the IPO Date shall file the prescribed enrollment form with the Company. The enrollment form shall be filed at the prescribed location within ___ business days after the Company filed a registration statement on Form S-8 for the shares of Stock offered under the Plan. If a Participant who was automatically enrolled on the IPO Date fails to file such form in a timely manner, then such Participant shall be deemed to have withdrawn from the Plan under Section 6(a). A former Participant who is deemed to have withdrawn from the Plan shall not be a Participant until he or she re-enrolls in the Plan under Subsection (c) below. Re-enrollment may be effective only at the commencement of an Offering Period.

          (c) Enrollment After IPO. In the case of any individual who qualifies as an Eligible Employee on the first day of any Offering Period other than the first Offering Period, he or she may elect to become a Participant on such day by filing the prescribed enrollment form with the Company. The enrollment form shall be filed at the prescribed location at least ___ business days prior to such day.

          (d) Duration of Participation. Once enrolled in the Plan, a Participant shall continue to participate in the Plan until he or she:

          (i) Reaches the end of the Offering Period in which his or her employee contributions were discontinued under Section 5(c) or 9(b);

          (ii) Is deemed to withdraw from the Plan under Subsection (b) above;

          (iii) Withdraws from the Plan under Section 6(a); or

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          (iv) Ceases to be an Eligible Employee.

A Participant whose employee contributions were discontinued automatically under Section 9(b) shall automatically resume participation at the beginning of the earliest Offering Period ending in the next calendar year, if he or she then is an Eligible Employee. In all other cases, a former Participant may again become a Participant, if he or she then is an Eligible Employee, by following the procedure described in Subsection (c) above.

SECTION 5. EMPLOYEE CONTRIBUTIONS.

          (a) Commencement of Payroll Deductions. A Participant may purchase shares of Stock under the Plan solely by means of payroll deductions. Payroll deductions shall commence as soon as reasonably practicable after the Company has received the prescribed enrollment form.

          (b) Amount of Payroll Deductions. An Eligible Employee shall designate on the prescribed enrollment form the portion of his or her Compensation that he or she elects to have withheld for the purchase of Stock. Such portion shall be a whole percentage of the Eligible Employee’s Compensation, but not less than 1% nor more than 15%.

          (c) Reducing Withholding Rate or Discontinuing Payroll Deductions. If a Participant wishes to reduce his or her rate of payroll withholding, such Participant may do so by filing a new enrollment form with the Company at the prescribed location at any time. The new withholding rate shall be effective as soon as reasonably practicable after the Company has received such form. The new withholding rate may be 0% or any whole percentage of the Participant’s Compensation, but not more than his or her old withholding rate. No Participant shall make more than ___ elections under this Subsection (c) during any Offering Period. (In addition, employee contributions may be discontinued automatically pursuant to Section 9(b).)

          (d) Increasing Withholding Rate. If a Participant wishes to increase his or her rate of payroll withholding, such Participant may do so by filing a new enrollment form with the Company at the prescribed location at any time. The new withholding rate may be effective on the first day of any Offering Period, provided that the Participant has filed the enrollment form with the Company at the prescribed location at least ___ business days prior to the first day of such Offering Period. The new withholding rate may be any whole percentage of the Participant’s Compensation, but not less than 1% nor more than 15%. An increase in a Participant’s rate of payroll withholding may not take effect during an Offering Period.

SECTION 6. WITHDRAWAL FROM THE PLAN.

          (a) Withdrawal. A Participant may elect to withdraw from the Plan by filing the prescribed form with the Company at the prescribed location at any time before the last day of an Offering Period. As soon as reasonably practicable thereafter, payroll deductions shall cease and the entire amount credited to the Participant’s Plan Account shall be refunded to him or her in cash, without interest. No partial withdrawals shall be permitted.

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          (b) Re-Enrollment After Withdrawal. A former Participant who has withdrawn from the Plan shall not be a Participant until he or she re-enrolls in the Plan under Section 4(c). Re-enrollment may be effective only at the commencement of an Offering Period.

SECTION 7. CHANGE IN EMPLOYMENT STATUS.

          (a) Termination of Employment. Termination of employment as an Eligible Employee for any reason, including death, shall be treated as an automatic withdrawal from the Plan under Section 6(a). (A transfer from one Participating Company to another shall not be treated as a termination of employment.)

          (b) Leave of Absence. For purposes of the Plan, employment shall not be deemed to terminate when the Participant goes on a military leave, a sick leave or another bona fide leave of absence, if the leave was approved by the Company in writing. Employment, however, shall be deemed to terminate 90 days after the Participant goes on a leave, unless a contract or statute guarantees his or her right to return to work. Employment shall be deemed to terminate in any event when the approved leave ends, unless the Participant immediately returns to work.

          (c) Death. In the event of the Participant’s death, the amount credited to his or her Plan Account shall be paid to a beneficiary designated by him or her for this purpose on the prescribed form or, if none, to the Participant’s estate. Such form shall be valid only if it was filed with the Company at the prescribed location before the Participant’s death.

SECTION 8. PLAN ACCOUNTS AND PURCHASE OF SHARES.

          (a) Plan Accounts. The Company shall maintain a Plan Account on its books in the name of each Participant. Whenever an amount is deducted from the Participant’s Compensation under the Plan, such amount shall be credited to the Participant’s Plan Account. Amounts credited to Plan Accounts shall not be trust funds and may be commingled with the Company’s general assets and applied to general corporate purposes. No interest shall be credited to Plan Accounts.

          (b) Purchase Price. The Purchase Price for each share of Stock purchased at the close of an Offering Period shall be the lower of:

          (i) 85% of the Fair Market Value of such share on the last trading day before the commencement of such Offering Period or, in the case of the first Offering Period under the Plan, 85% of the price at which one share of Stock is offered to the public in the IPO; or

          (ii) 85% of the Fair Market Value of such share on the last trading day in such Offering Period.

          (c) Number of Shares Purchased. As of the last day of each Offering Period, each Participant shall be deemed to have elected to purchase the number of shares of Stock calculated in accordance with this Subsection (c), unless the Participant has previously

4

elected to withdraw from the Plan in accordance with Section 6(a). The amount then in the Participant’s Plan Account shall be divided by the Purchase Price, and the number of shares that results shall be purchased from the Company with the funds in the Participant’s Plan Account. The foregoing notwithstanding, no Participant shall purchase more than 2,500 shares of Stock with respect to any Offering Period nor more than the amounts of Stock set forth in Sections 3(a) and 9(b). The Committee may determine with respect to all Participants that any fractional share, as calculated under this Subsection (c), shall be (i) rounded down to the next lower whole share or (ii) credited as a fractional share.

          (d) Available Shares Insufficient. In the event that the aggregate number of shares that all Participants elect to purchase during an Offering Period exceeds the maximum number of shares remaining available for issuance under Section 3, then the number of shares to which each Participant is entitled shall be determined by multiplying the number of shares available for issuance by a fraction. The numerator of such fraction is the number of shares that such Participant has elected to purchase, and the denominator of such fraction is the number of shares that all Participants have elected to purchase.

          (e) Issuance of Stock. The shares of Stock purchased by a Participant under the Plan may be registered in the name of such Participant, or jointly in the name of such Participant and his or her spouse as joint tenants with the right of survivorship or as community property (with or without the right of survivorship). The Committee may require that such shares must be held for the Participant’s benefit by a broker designated by the Committee until the expiration of the holding period described in Section 423(a)(1) of the Code. (The preceding sentence shall apply whether or not the Participant is required to pay income tax in the United States.)

          (f) Tax Withholding. To the extent required by applicable federal, state, local or foreign law, a Participant shall make arrangements satisfactory to the Company for the satisfaction of any withholding tax obligations that arise in connection with the Plan. The Company shall not be required to issue any shares of Stock under the Plan until such obligations are satisfied.

          (g) Unused Cash Balances. An amount remaining in the Participant’s Plan Account that represents the Purchase Price for any fractional share shall be carried over in the Participant’s Plan Account to the next Offering Period. Any amount remaining in the Participant’s Plan Account that represents the Purchase Price for whole shares that could not be purchased by reason of Subsection (c) above, Section 3 or Section 9(b) shall be refunded to the Participant in cash, without interest.

          (h) Stockholder Approval. Any other provision of the Plan notwithstanding, no shares of Stock shall be purchased under the Plan unless and until the Company’s stockholders have approved the adoption of the Plan.

SECTION 9. LIMITATIONS ON STOCK OWNERSHIP.

          (a) Five Percent Limit. Any other provision of the Plan notwithstanding, no Participant shall be granted a right to purchase Stock under the Plan if such Participant,

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immediately after his or her election to purchase such Stock, would own stock possessing more than 5% of the total combined voting power or value of all classes of stock of the Company or any parent or Subsidiary of the Company. For purposes of this Subsection (a), the following rules shall apply:

          (i) Ownership of stock shall be determined after applying the attribution rules of Section 424(d) of the Code;

          (ii) Each Participant shall be deemed to own any stock that he or she has a right or option to purchase under this or any other plan; and

          (iii) Each Participant shall be deemed to have the right to purchase 2,500 shares of Stock under this Plan with respect to each Offering Period.

          (b) Dollar Limit. Any other provision of the Plan notwithstanding, no Participant shall purchase Stock with a Fair Market Value in excess of (i) $25,000 minus (ii) the Fair Market Value of any Stock that the Participant previously purchased in the current calendar year (under this Plan and all other employee stock purchase plans of the Company or any parent or Subsidiary of the Company). For all purposes under this Subsection (b), the Fair Market Value of Stock shall be determined as of the beginning of the Offering Period in which such Stock is purchased. Employee stock purchase plans not described in Section 423 of the Code shall be disregarded. If a Participant is precluded by this Subsection (b) from purchasing additional Stock under the Plan, then his or her employee contributions shall automatically be discontinued and shall automatically resume at the beginning of the last Offering Period that will commence in the current calendar year (if he or she then is an Eligible Employee).

SECTION 10. RIGHTS NOT TRANSFERABLE.

          The rights of any Participant under the Plan, or any Participant’s interest in any Stock or moneys to which he or she may be entitled under the Plan, shall not be transferable by voluntary or involuntary assignment or by operation of law, or in any other manner other than by beneficiary designation or the laws of descent and distribution. If a Participant in any manner attempts to transfer, assign or otherwise encumber his or her rights or interest under the Plan, other than by beneficiary designation or the laws of descent and distribution, then such act shall be treated as an election by the Participant to withdraw from the Plan under Section 6(a).

SECTION 11. NO RIGHTS AS AN EMPLOYEE.

          Nothing in the Plan or in any right granted under the Plan shall confer upon the Participant any right to continue in the employ of a Participating Company for any period of specific duration or interfere with or otherwise restrict in any way the rights of the Participating Companies or of the Participant, which rights are hereby expressly reserved by each, to terminate his or her employment at any time and for any reason, with or without cause.

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SECTION 12. NO RIGHTS AS A STOCKHOLDER.

          A Participant shall have no rights as a stockholder with respect to any shares of Stock that he or she may have a right to purchase under the Plan until such shares have been purchased on the last day of the applicable Offering Period.

SECTION 13. SECURITIES LAW REQUIREMENTS.

          Shares of Stock shall not be issued under the Plan unless the issuance and delivery of such shares comply with (or are exempt from) all applicable requirements of law, including (without limitation) the Securities Act of 1933, as amended, the rules and regulations promulgated thereunder, state securities laws and regulations, and the regulations of any stock exchange or other securities market on which the Company’s securities may then be traded.

SECTION 14. AMENDMENT OR DISCONTINUANCE.

          (a) General Rule. The Board shall have the right to amend, suspend or terminate the Plan at any time and without notice. Except as provided in Section 3, any increase in the aggregate number of shares of Stock that may be issued under the Plan shall be subject to the approval of the Company’s stockholders. In addition, any other amendment of the Plan shall be subject to the approval of the Company’s stockholders to the extent required by any applicable law or regulation. The Plan shall terminate automatically 20 years after its adoption by the Board, unless (a) the Plan is extended by the Board and (b) the extension is approved within 12 months by a vote of the stockholders of the Company.

          (b) Impact on Purchase Price. This Subsection (b) shall apply in the event that (i) the Company’s stockholders during an Offering Period approve an increase in the number of shares of Stock that may be issued under Section 3 and (ii) the aggregate number of shares to be purchased at the close of such Offering Period exceeds the number of shares that remained available under Section 3 before such increase. In such event, the Purchase Price for each share of Stock purchased at the close of such Offering Period shall be the lower of:

          (i) The higher of (A) 85% of the Fair Market Value of such share on the last trading day before the commencement of the applicable Offering Period or, in the case of the first Offering Period under the Plan, 85% of the price at which one share of Stock is offered to the public in the IPO or (B) 85% of the Fair Market Value of such share on the last trading day before the date when the Company’s stockholders approve such increase; or

          (ii) 85% of the Fair Market Value of such share on the last trading day in such Offering Period.

SECTION 15. DEFINITIONS.

          (a) “Board” means the Board of Directors of the Company, as constituted from time to time.

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          (b) “Code” means the Internal Revenue Code of 1986, as amended.

          (c) “Committee” means a committee of the Board, as described in Section 2.

          (d) “Company” means Alimera Sciences, Inc., a Delaware corporation.

          (e) “Compensation” means (i) the total compensation paid in cash to a Participant by a Participating Company, including salaries, wages, bonuses, incentive compensation, commissions, overtime pay and shift premiums, plus (ii) any pre-tax contributions made by the Participant under Section 401(k) or 125 of the Code. “Compensation” shall exclude all non-cash items, moving or relocation allowances, cost-of-living equalization payments, car allowances, tuition reimbursements, imputed income attributable to cars or life insurance, severance pay, fringe benefits, contributions or benefits received under employee benefit plans, income attributable to the exercise of stock options, and similar items. The Committee shall determine whether a particular item is included in Compensation. [Consider limiting to base salaries.]

          (f) “Corporate Reorganization” means:

          (i) The consummation of a merger or consolidation of the Company with or into another entity or any other corporate reorganization; or

          (ii) The sale, transfer or other disposition of all or substantially all of the Company’s assets or the complete liquidation or dissolution of the Company.

          (g) “Eligible Employee” means any employee of a Participating Company who meets both of the following requirements:

          (i) His or her customary employment is for more than five months per calendar year and for more than 20 hours per week; and

          (ii) He or she has been an employee of a Participating Company for not less than ___ consecutive months, or such other period not in excess of 24 months as the Committee may determine before the beginning of the applicable Offering Period.

The foregoing notwithstanding, an individual shall not be considered an Eligible Employee if his or her participation in the Plan is prohibited by the law of any country that has jurisdiction over him or her or if he or she is subject to a collective bargaining agreement that does not provide for participation in the Plan.

          (h) “Exchange Act” means the Securities Exchange Act of 1934, as amended.

          (i) “Fair Market Value” means the price at which Stock was last sold in the principal U.S. market for Stock on the applicable date or, if the applicable date was not a trading day, on the last trading day prior to the applicable date. If Stock is no longer traded on a public U.S. securities market, the Fair Market Value shall be determined by the Committee in good

8

faith on such basis as it deems appropriate. The Committee’s determination shall be conclusive and binding on all persons.

          (j) “IPO” means the Company’s initial offering of Stock to the public.

          (k) “IPO Date” means the effective date of the registration statement filed by the Company with the Securities and Exchange Commission for its initial offering of Stock to the public.

          (l) “Offering Period” means a period with respect to which the right to purchase Stock may be granted under the Plan, as determined pursuant to Section 4(a).

          (m) “Participant” means an Eligible Employee who participates in the Plan, as provided in Section 4.

          (n) “Participating Company” means (i) the Company and (ii) each present or future Subsidiary designated by the Committee as a Participating Company.

          (o) “Plan” means this Alimera Sciences, Inc. 2009 Employee Stock Purchase Plan, as it may be amended from time to time.

          (p) “Plan Account” means the account established for each Participant pursuant to Section 8(a).

          (q) “Purchase Price” means the price at which Participants may purchase Stock under the Plan, as determined pursuant to Section 8(b).

          (r) “Stock” means the Common Stock of the Company.

          (s) “Subsidiary” means any corporation (other than the Company) in an unbroken chain of corporations beginning with the Company, if each of the corporations other than the last corporation in the unbroken chain owns stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other corporations in such chain.

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EX-10.11

Exhibit 10.11

Alimera Sciences, Inc.

Management Cash Incentive Plan

(As Adopted Effective on the IPO Date)

TABLE OF CONTENTS

	Page
ARTICLE 1. BACKGROUND AND PURPOSE		1
1.1 Effective Date		1
1.2 Purpose of the Plan		1
ARTICLE 2. DEFINITIONS		1
ARTICLE 3. SELECTION OF PARTICIPANTS AND DETERMINATION OF AWARDS		3
3.1 Selection of Participants		3
3.2 Determination of Performance Goals		3
3.3 Determination of Target Awards		3
3.4 Determination of Payout Formula or Formulae		3
3.5 Determination of Actual Awards		3
ARTICLE 4. PAYMENT OF AWARDS		4
4.1 Right to Receive Payment		4
4.2 Timing of Payment		4
4.3 Form of Payment		4
4.4 Payment in the Event of Death		4
ARTICLE 5. ADMINISTRATION		4
5.1 Committee Authority		4
5.2 Decisions Binding		4
5.3 Delegation by the Committee		5
ARTICLE 6. GENERAL PROVISIONS		5
6.1 Tax Withholding		5
6.2 No Effect on Employment		5
6.3 No Effect on Other Benefits		5
6.4 Successors		5
6.5 Nontransferability of Awards		5
ARTICLE 7. DURATION, AMENDMENT AND TERMINATION		5
7.1 Duration of the Plan		5
7.2 Amendment, Suspension or Termination		6
ARTICLE 8. LEGAL CONSTRUCTION		6
8.1 Severability		6
8.2 Requirements of Law		6
8.3 Governing Law		6
8.4 Captions		6

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Alimera Sciences, Inc.
Management Cash Incentive Plan

     ARTICLE 1. BACKGROUND AND PURPOSE

          1.1 Effective Date. This Plan is effective as of the effective date of the registration statement filed by the Company with the Securities and Exchange Commission for its initial offering of Common Shares to the public (the “IPO Date”).

          1.2 Purpose of the Plan. The Plan is intended to motivate Participants to achieve excellent short- and long-term financial performance for the Company and its business units. The Plan’s goals are to be achieved by providing Participants with the opportunity to earn cash incentive awards for the achievement of goals relating to the performance of the Company.

     ARTICLE 2. DEFINITIONS

          The following words and phrases shall have the following meanings, unless a different meaning is plainly required by the context:

          2.1 “Actual Award” means, as to any Performance Period, the actual award (if any) payable to a Participant for the Performance Period. Each Actual Award is determined by the Payout Formula for the Performance Period, subject to the Committee’s authority under Section 3.5 to increase, eliminate or reduce the award otherwise indicated by the Payout Formula.

          2.2 “Affiliate” means any corporation or other entity (including, without limitation, partnerships and joint ventures) controlled by the Company.

          2.3 “Base Salary” means, as to any Performance Period, the Participant’s earned salary during the Performance Period. Base Salary shall be calculated before both (a) deductions for taxes or benefits and (b) deferrals of compensation pursuant to Company-sponsored plans or Affiliate-sponsored plans.

          2.4 “Board” means the Company’s Board of Directors.

          2.5 “Committee” means the Compensation Committee of the Board.

          2.6 “Company” means Alimera Sciences, Inc., a Delaware corporation, or any successor thereto.

          2.7 “Disability” means a permanent disability, as determined for purposes of the principal long-term disability insurance plan maintained by the Company for the benefit of the Participant. If there is no such plan, Disability shall be determined in accordance with a policy established by the Committee.

          2.8 “Employee” means any employee of the Company or of an Affiliate, whether such employee is so employed when the Plan is adopted or becomes so employed after the adoption of the Plan.

          2.9 “Fiscal Quarter” means a fiscal quarter within a Fiscal Year of the Company.

          2.10 “Fiscal Year” means the fiscal year of the Company.

          2.11 “IPO Date” shall have the meaning set forth in Section 1.1, above.

          2.12 “Participant” means, as to any Performance Period, an Employee who has been selected for participation in the Plan for that Performance Period pursuant to Section 3.1.

          2.13 “Payout Formula” means, as to any Performance Period, the formula or payout matrix established by the Committee pursuant to Section 3.4 in order to determine the Actual Awards (if any) to be paid to Participants. The formula or matrix may differ from Participant to Participant.

          2.14 “Performance Period” means a Fiscal Year, or any longer or shorter period determined by the Committee.

          2.15 “Performance Goals” means the goal(s) or combined goal(s) determined by the Committee to be applicable to a Participant for a Target Award for a Performance Period. As determined by the Committee, the Performance Goal(s) may provide for a targeted level or levels of achievement using the performance criteria specified by the Committee. Any criteria used may be measured (a) in absolute terms, (b) in relative terms, including (without limitation) the passage of time and/or against other companies or metrics, (c) on a per-share basis, (d) against the performance of the Company as a whole or against particular segments or products of the Company and/or (e) on a pre-tax or after-tax basis. The Committee shall determine whether any element(s), for example (but not by way of limitation) the effect of mergers or acquisitions, shall be included in or excluded from the determination of any Performance Goal with respect to any Participants, whether or not such determinations result in any Performance Goal being measured on a basis other than generally accepted accounting principles.

          2.16 “Plan” means this Alimera Sciences, Inc. Management Cash Incentive Plan, as set forth in this instrument and as hereafter amended from time to time.

          2.17 “Progress Payment” means a portion of the Target Award or Actual Award determined in accordance with Section 3.5 that has been earned by the Participant as of the end of the Progress Period, based on achievement of the applicable Performance Goals, and that may be paid to the Participant during the Performance Period.

          2.18 “Progress Period” means a period shorter than and within the Performance Period for which a Progress Payment may be made.

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          2.19 “Retirement” means, with respect to any Participant, a Termination of Employment occurring in accordance with a policy or policies established by the Committee from time to time.

          2.20 “Target Award” means the target award payable under the Plan to a Participant for the Performance Period or Progress Period, as applicable, expressed as a percentage of his or her Base Salary or a specific dollar amount, as determined by the Committee in accordance with Section 3.3.

          2.21 “Termination of Employment” means a cessation of the employee-employer relationship between an Employee and the Company or an Affiliate for any reason, including (without limitation) a termination by resignation, discharge, death, Disability, Retirement or the disaffiliation of an Affiliate, but excluding a transfer from the Company to an Affiliate or between Affiliates.

     ARTICLE 3. SELECTION OF PARTICIPANTS AND DETERMINATION OF AWARDS

          3.1 Selection of Participants. The Committee shall select the Employees who shall be Participants for any Performance Period. The Committee also may designate as Participants one or more individuals (by name or position) who are expected to become Employees during a Performance Period. Participation in the Plan is in the sole discretion of the Committee and shall be determined Performance Period by Performance Period. Accordingly, an Employee who is a Participant for a given Performance Period is in no way assured of being selected for participation in any subsequent Performance Period.

          3.2 Determination of Performance Goals. The Committee shall establish the Performance Goals for each Participant for the Performance Period. Such Performance Goals shall be set forth in writing.

          3.3 Determination of Target Awards. The Committee shall establish a Target Award for each Participant for each Performance Period. Such Target Award shall be set forth in writing.

          3.4 Determination of Payout Formula or Formulae. The Committee shall establish a Payout Formula or Formulae for purposes of determining the Actual Award (if any) payable to each Participant. Each Payout Formula shall (a) be in writing, (b) be based on a comparison of actual performance to the Performance Goals, (c) provide for the payment of a Participant’s Target Award if the Performance Goals for the Performance Period are achieved at the predetermined level and (d) provide for the payment of an Actual Award greater than or less than the Participant’s Target Award, depending upon the extent to which actual performance exceeds or falls below the Performance Goals.

          3.5 Determination of Actual Awards. After the end of each Performance Period or, to the extent that Progress Payments will be made, after the end of each Progress Period, the Committee shall certify the extent to which the Performance Goals applicable to each Participant for the Performance Period or Progress Period, as applicable, were achieved or exceeded, as determined by the Committee. The Actual Award for each Participant shall be

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determined by applying the Payout Formula to the level of actual performance that has been certified by the Committee. Any contrary provision of the Plan notwithstanding, the Committee may (a) increase, reduce or eliminate the Actual Award that otherwise would be payable under the Payout Formula or (b) determine whether or not any Participant will receive an Actual Award or Progress Payment in the event that the Participant incurs a Termination of Employment before such Actual Award or Progress Payment is to be paid pursuant to Section 4.2.

     ARTICLE 4. PAYMENT OF AWARDS

          4.1 Right to Receive Payment. Each Actual Award or Progress Payment that may become payable under the Plan shall be paid solely from the general assets of the Company or the Affiliate that employs the Participant (as the case may be), as determined by the Company. No amounts awarded or accrued under the Plan shall be funded, set aside or otherwise segregated prior to payment. The obligation to pay Actual Awards or Progress Payments under the Plan shall at all times be an unfunded and unsecured obligation of the Company. Participants shall have the status of general creditors of the Company or the Affiliate that employs the Participant.

          4.2 Timing of Payment. Subject to Section 3.5, payment of each Actual Award or Progress Payment shall be made as soon as administratively practicable, but in no event later than two and one-half months after the end of the applicable Performance Period or Progress Period, as the case may be.

          4.3 Form of Payment. Each Actual Award or Progress Payment shall be paid in cash (or its equivalent) in a single lump sum.

          4.4 Payment in the Event of Death. If a Participant dies before receiving an Actual Award or Progress Payment (determined under Section 3.5) that was scheduled to be paid before his or her death for a prior Performance Period or Progress Period, then the Actual Award or Progress Payment shall be paid to the Participant’s designated beneficiary or, if no beneficiary has been designated, to the administrator or representative of his or her estate. Any beneficiary designation or revocation of a prior designation shall be effective only if it is in writing, signed by the Participant and received by the Company prior to the Participant’s death.

     ARTICLE 5. ADMINISTRATION

          5.1 Committee Authority. The Plan shall be administered by the Committee, subject to Section 5.3. The Committee shall have all powers and discretion necessary or appropriate to administer the Plan and to control its operation, including (without limitation) the power to (a) determine which Employees shall be granted awards, (b) prescribe the terms and conditions of the awards, (c) interpret the Plan, (d) adopt such procedures and sub-plans as are necessary or appropriate to permit participation in the Plan by Employees who are foreign nationals or employed outside of the United States, (e) adopt rules for the administration, interpretation and application of the Plan and (f) interpret, amend or revoke any such rules.

          5.2 Decisions Binding. All determinations and decisions made by the Committee, the Board or any delegate of the Committee pursuant to the provisions of the Plan

4

shall be final, conclusive and binding on all persons and shall be given the maximum deference permitted by law.

          5.3 Delegation by the Committee. The Committee, on such terms and conditions as it may provide, may delegate all or part of its authority and powers under the Plan to one or more directors and/or employees of the Company.

     ARTICLE 6. GENERAL PROVISIONS

          6.1 Tax Withholding. The Company or an Affiliate, as applicable, shall withhold all required taxes from an Actual Award or Progress Payment, including any federal, state, local or other taxes.

          6.2 No Effect on Employment. Nothing in the Plan shall interfere with or limit in any way the right of the Company or an Affiliate, as applicable, to terminate any Participant’s employment or service at any time, with or without cause. Employment with the Company and its Affiliates is on an at-will basis only. The Company expressly reserves the right, which may be exercised at any time and without regard to when during or after a Performance Period such exercise occurs, to terminate any individual’s employment with or without cause, and to treat him or her without regard to the effect that such treatment might have upon him or her as a Participant.

          6.3 No Effect on Other Benefits. Except as expressly set forth in a Participant’s employment agreement with the Company, any Actual Awards or Progress Payments under the Plan shall not be considered for the purpose of calculating any other benefits to which such Participant may be entitled, including (a) any termination, severance, redundancy or end-of-service payments, (b) other bonuses or long-service awards, (c) overtime premiums, (d) pension or retirement benefits or (e) future Base Pay or any other payment to be made by the Company to such Participant.

          6.4 Successors. All obligations of the Company and any Affiliate under the Plan, with respect to awards granted hereunder, shall be binding on any successor to the Company and/or such Affiliate, whether the existence of such successor is the result of a merger, consolidation, direct or indirect purchase of all or substantially all of the business or assets of the Company or such Affiliate, or any similar transaction.

          6.5 Nontransferability of Awards. No award granted under the Plan shall be sold, transferred, pledged, assigned or otherwise alienated or hypothecated, other than by will, by the laws of descent and distribution or to the limited extent provided in Section 4.4. All rights with respect to an award granted to a Participant shall be available during his or her lifetime only to the Participant.

     ARTICLE 7. DURATION, AMENDMENT AND TERMINATION

          7.1 Duration of the Plan. The Plan shall commence on the date specified herein and shall remain in effect thereafter until terminated pursuant to Section 7.2.

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          7.2 Amendment, Suspension or Termination. The Board or the Committee may amend, suspend or terminate the Plan, or any part thereof, at any time and for any reason. No award may be granted during any period of suspension or after termination of the Plan.

     ARTICLE 8. LEGAL CONSTRUCTION

          8.1 Severability. In the event any provision of the Plan shall be held illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining parts of the Plan, and the Plan shall be construed and enforced as if the illegal or invalid provision had not been included.

          8.2 Requirements of Law. The granting of awards under the Plan shall be subject to all applicable laws, rules and regulations, and to such approvals by any governmental agencies or national securities markets as may be required.

          8.3 Governing Law. The Plan and all awards shall be construed in accordance with and governed by the laws of the State of California, without regard to their conflict-of-law provisions.

          8.4 Captions. Captions are provided herein for convenience only and shall not serve as a basis for interpretation or construction of the Plan.

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EX-10.12

Exhibit 10.12

Alimera Sciences, Inc.
Compensation Program for Non-Employee Directors

Effective as of the IPO Date

A. Cash Compensation

1.	Board retainer: $20,000 per year, paid in quarterly installments.
2.	Additional retainer for the Chairman of the Board of Directors: $5,000 per year, paid in quarterly installments.
3.	Additional retainer for the Chairman of the Audit Committee: $7,500 per year, paid in quarterly installments.
4.	Additional retainer for the Chairman of each other committee: $3,500 per year per committee, paid in quarterly installments.
5.	Additional retainer for the other members of each committee: $2,000 per year per committee, paid in quarterly installments.

B. Equity Compensation

1.

Initial stock option grant for pre-IPO directors: The Compensation Committee will grant to each non-employee director who first became a member of the Board of Directors before the IPO date, and who will continue serving thereafter, an option to purchase 7,500 shares of the Company’s Common Stock. The grant will be made on, or as soon as reasonably practicable after, the IPO date. The exercise price per share will be equal to the fair market value per share of the Company’s Common Stock on the date of grant. The option will become exercisable with respect to 25% of the shares after 12 months of continuous service as a director and with respect to an additional 6.25% of the shares after each additional three-month period of continuous service thereafter. The option will become fully exercisable in the event that the Company is subject to a change in control or in the event of the director’s death.

2.

Initial stock option grant for post-IPO directors: The Compensation Committee will grant to each non-employee director who first becomes a member of the Board of Directors on or after the IPO date an option to purchase 20,000 shares of the Company’s Common Stock. The grant will be made on, or as soon as reasonably practicable, after the date of his or her election. The exercise price per share will be equal to the fair market value per share of the Company’s Common Stock on the date of grant. The option will become exercisable with respect to 25% of the shares after 12 months of continuous service as a director and with respect to an additional 6.25% of the shares after each additional three-month period of continuous service thereafter. The option will become fully

	exercisable in the event that the Company is subject to a change in control or in the event of the director’s death.
3.	Annual stock option grants. In each year beginning in 2010, the Compensation Committee will grant to each non-employee director who will continue serving on the Board after the regular annual meeting of the Company’s stockholders an option to purchase 7,500 shares of the Company’s Common Stock. The grant will be made on, or as soon as reasonably practicable after, the date of the annual meeting. The exercise price per share will be equal to the fair market value per share of the Company’s Common Stock on the date of grant. The option will be fully exercisable at any time after the date of grant. The foregoing notwithstanding, a new director who has received the 20,000-share grant under Paragraph 2 above will not in the same calendar year receive a 7,500-share grant under this Paragraph 3.
4.	Adjustments. In the event of a subdivision of the outstanding shares, a declaration of a dividend payable in shares or a combination or consolidation of the outstanding shares (by reclassification or otherwise) into a lesser number of shares, a corresponding adjustment will automatically be made in the share numbers described above. In the event of a declaration of an extraordinary dividend payable in a form other than shares in an amount that has a material effect on the price of shares, a recapitalization, a spin-off or a similar occurrence, the Compensation Committee will make such adjustments as it, in its sole discretion, deems appropriate in the share numbers described above.

C. Expenses

The reasonable expenses incurred by directors in connection with attendance at Board or committee meetings will be reimbursed upon submission of appropriate substantiation.

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EX-10.18

Exhibit 10.18

OFFICE LEASE

RUBICON IN WINDWARD
6120 WINDWARD PARKWAY
ALPHARETTA, GEORGIA 30005

Landlord:	Rubicon, L.C.; a Georgia Limited Liability Company
Tenant:	Alimera Sciences, Inc.
Date:	May 27, 2003

TABLE OF CONTENTS

SECTION
	Demising clause
	Term
1.	Rent
2.	Services
3.	Quiet Enjoyment
4.	Certain Rights Reserved To The Landlord
5.	Estoppel Certificates
6.	Indemnification And Waiver Of Certain Claims
7.	Liability Insurance
8.	Holding Over
9.	Assignment And Subletting
10.	Condition Of Premises
11.	Use Of Premises
12.	Repairs
13.	Untenantability
14.	Eminent Domain
15.	Landlord’s Remedies
16.	Subordination Of Lease
17.	Commencement Of Possession
18.	Notices And Consents
19.	No Estate In Land
20.	Invalidity Of Particular Provisions
21.	Miscellaneous Taxes
22.	Security Deposit
23.	Substitute Premises
24.	Brokerage
25.	Limitation Of Liability
26.	Special Stipulations
27.	Attorney’s Fees
28.	Construction Of Lease
29.	Entire Agreement
30.	Interpretation And Enforcement
31.	Rider
32.	Exhibits
	Exhibit “A” - the Premises
	Exhibit “B”-Rider
	Exhibit “C” -Rules and Regulations

RUBICON IN WINDWARD
LEASE AGREEMENT

          This agreement (“Lease”), made and entered into as of this 27 day of May, 2003, by and between Rubicon, L.C., a Georgia limited liability company (“Landlord”) and Alimera Sciences, Inc. (“Tenant”);

WITNESSETH:

     Landlord, for and in consideration of the rents, covenants, agreements, and stipulations hereinafter mentioned, reserved and contained, to be paid, kept and performed by the Tenant, and by these presents does lease and rent unto the said Tenant, and said Tenant hereby agrees to lease and take upon the terms and conditions which hereinafter appear, the premises (“Premises”) as shown either outlined or with cross-hatched lines on Exhibit “A” attached hereto and incorporated herein, known as Suite 290, in the office building (the “Building”) — referred to sometimes herein as “Rubicon in Windward”. The Premises is situated on the 2nd floor(s) of the Building and contains approximately 5,079 rentable square feet. The Building, together with the land containing approximately ten (10) acres on which it is located and all other improvements thereon — sometimes referred to herein as the “Property” and sometimes as the “Project” — is located at 6120 Windward Parkway in Alpharetta, Georgia 30005.

     The term of this Lease shall be for a period of Three (3) Years beginning on June 1, 2003, and ending at midnight May 31, 2006 hence, except as otherwise expressly provided in this Lease. The term (“Term”) of this Lease shall be for a period of: A) If the Commencement Date occurs on the first day of the Calendar month: 3 years beginning on the Commencement Date and ending at midnight on the day preceding the 3rd anniversary of the Commencement Date; B) if the Commencement Date occurs on any other day of the Calendar month: 3 years and the remainder of the partial month during which the anniversary date of the Commencement Date occurs, beginning on the Commencement Date and ending at midnight on the last day of the calendar month during which the 3rd anniversary of the Commencement Date occurs; except as otherwise expressly provided in this Lease.

     The term “Commencement Date” shall mean and refer to the date of the beginning of the Lease as set forth above, except as otherwise set forth in section 17 hereof.

     The Premises are to be used for general office use and related purposes and for no other purpose without the prior written consent of Landlord.

1. RENT

     (a) The Tenant shall pay to the Landlord as Base Rent, in legal tender, at the Landlord’s office as set forth in Exhibit “B”, or as directed from time to time by Landlord’s notice, the annual amount set forth in Exhibit “B” payable in equal monthly payments as set forth in Exhibit “B” promptly on the first day of every calendar month of the term, except for the first month’s rent which is due and payable on execution of this Lease, and pro rata, in advance for any partial month, without demand, the same being hereby waived and without any set-off or deduction whatsoever. For any rent payment not made when due, Tenant shall pay — except as otherwise provided for herein — a late charge equal to the greater of: i) $100.00 or ii) ten percent (10%) of the overdue amount. The parties agree that such late charge represents a fair and reasonable estimate of the costs Landlord will incur by reason of such late payment. The covenants herein to pay a late charge shall be independent of any other covenant set forth in this Lease and shall be paid without deduction or set-off.

     (b) It is understood that the Base Rent specified in Paragraph (a) was negotiated in anticipation that the amount of Operating Expenses on the Property would not exceed $271,970.00 during any calendar year of the term hereof. Therefore, in order that the rental payable throughout the term of the Lease shall reflect any increase in such costs, the parties agree as hereinafter in this Section set forth. The annual Base Rent payable pursuant to Paragraph (a) as increased pursuant to Paragraph (b) of this Section is hereinafter called the “Rent”. Certain terms are defined as follows:

     Tenant’s Share: The amount of Tenant’s pro rata share of the increase in Taxes and Operating Expenses over $271,970.00 during each calendar year. Tenant’s pro rata share of such increase is agreed to be 10%.

     (A) Operating Expenses shall consist of all expenses, costs and disbursements (but not specific costs billed to specific tenants of the Property) of every kind and nature, computed on the accrual basis, relating to or incurred or paid in connection with the ownership and operation of the Property, including but not limited to, the following:

     (i) wages and salaries of all on and off-site employees engaged in the operation, maintenance or access control of the Property, including taxes, insurance and benefits relating to such employees, allocated

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based upon the time such employees are engaged directly in providing such services;

     (ii) all supplies, tools, equipment and materials used in the operation and maintenance of the Property;

     (iii) cost of all utilities for the Property including but not limited to the cost of water and power for heating, lighting, air conditioning and ventilating in the common areas;

     (iv) cost of all maintenance and service agreements for the Property and the equipment therein, including but not limited to security service, garage operators, window cleaning, elevator maintenance, janitorial service and landscaping maintenance;

     (v) cost of management, not to exceed five per cent (5%), of actual base rent received;

     (vi) cost of repairs and general maintenance of the Property (excluding repairs, alterations and general maintenance paid by proceeds of insurance or attributable solely to tenants of the Property other than Tenant);

     (vii) amortization (together with reasonable financing charges) of the cost of installation of capital investment items which are installed for the purpose of reducing operating expenses, promoting safety, complying with governmental requirements or maintaining the first class nature of the Property, other than capital items installed in connection with Lessor’s initial construction of the Property;

     (viii) the cost of all insurance on the Property, including, but not limited to, the cost of casualty, rental abatement and liability insurance applicable to the Property and Lessor’s personal property used in connection therewith; and

     (ix) all taxes, assessments and governmental charges, whether or not directly paid by Lessor, whether federal, state, county or municipal and whether they be by taxing districts or authorities presently taxing the Property or by other subsequently created or otherwise, and any other taxes and assessments attributable to the Property or its operation, excluding, however, federal and state taxes on income, death taxes, franchise taxes, and any taxes imposed or measured on or by the income of Lessor from the operation of the Property or imposed in connection with any change of ownership of the Property; provided, however, that if at any time during the term of this Lease, the present method of taxation or assessment shall be so changed that the whole or any part of the taxes, assessments, levies, impositions or charges now levied, assessed or imposed on real estate and the improvements thereof shall be discontinued and as a substitute therefor, or in lieu of an addition thereto, taxes, assessments, levies, impositions or charges shall be levied, assessed and/or imposed wholly or partially as a capital levy or otherwise on the rents received from the Property or the rents reserved herein or any part thereof, then such substitute or additional taxes, assessments, levies, impositions or charges, to the extent so levied, assessed or imposed, shall be deemed to be included within the operating expenses to the extent that such substitute or additional tax would be payable if the Property were the only property of the Lessor subject to such tax.

     (B) In order to provide for current payments on account of an increase in the annual Operating Expenses in excess of $271,970.00, the Tenant agrees, at Landlord’s request, to pay, as additional rent, Tenant’s Share due for the ensuing twelve (12) months, as estimated by Landlord from time to time, in twelve (12) monthly installments, each in an amount equal to 1/12th of Tenant’s Share so estimated by Landlord commencing on the first day of the month following the month, in which Landlord notifies Tenant of the amount of such estimated Tenant’s Share. If, as finally determined, Tenant’s Share shall be greater than or be less than the aggregate of all installments so paid on account to the Landlord for such twelve (12) month period, then Tenant shall pay to Landlord the amount of such underpayment, or the Landlord shall credit Tenant for the amount of such overpayment, as the case may be. It is the intention hereunder to estimate the amount of Operating Expenses for each year and then to adjust such estimate in the following year based on actual Operating Expenses incurred and/or paid by Landlord. The obligation of the Tenant with respect to the payment of Rent shall survive the termination of this Lease. Any payment, refund, or credit made pursuant to this Paragraph (b) shall be made without prejudice to any right of the Tenant to dispute the statement under Paragraph (d) of this Section, or of the Landlord to correct, any item(s) as billed pursuant to the provisions hereof. If the term remaining is less than a full calendar year, then Tenant shall only owe the increase in the Operating Expenses for the full year appropriately adjusted for the period remaining in the Tenant’s Term.

     (C) Upon receipt of the Landlord’s statement, Tenant does hereby covenant and agree promptly to pay the increases in Rent pursuant to Paragraph (b) of this Section as and when the same shall become due and payable, without further demand therefore, and without any set-off or deduction whatsoever. Failure to give such statement shall not constitute a waiver by Landlord of its right to require an increase in Rent pursuant to the provisions hereof.

     (D) Within thirty (30) days after receipt of such statement, Tenant or its authorized employee shall have the right to inspect the books of Landlord at reasonable times during the business hours of Landlord at Landlord’s office in the

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Building or, at Landlord’s option, at such other location that Landlord may specify, for the purpose of verifying information in such statement. Unless Tenant asserts specific errors within thirty (30) days after delivery of such statement, the statement shall be deemed to be correct. Such inspection or audit shall be conducted by Tenant or tenant’s employee or Tenant’s auditor; but in no event shall the audit be conducted by a third party whose compensation is contingent upon the results of such audit or the amount of any refund received by Tenant. Tenant hereby agrees to keep the results of any such audit confidential and to require Tenant’s auditor and its employees and each of their respective attorneys and advisors to likewise keep the results of such audit in strictest confidence. In particular, but without limitation, Tenant agrees that: (i) Tenant shall not disclose the results of any such audit to any past, current, or prospective tenant of the Property, and (ii) Tenant shall require, that its auditors, attorneys and anyone associated with such parties shall not disclose the results of such audit to any past, current or prospective tenant in the Property; provided, however, that Landlord hereby agrees that nothing in items (i) or (ii) above shall preclude Tenant from disclosing the results of such audit in any judicial proceeding, or pursuant to any court order or discovery request, or to any agent, representative, or employee or Landlord who or which request the same.

     (E) No decrease in Operating Expenses shall reduce Tenant’s Rent below the annual Base Rent set forth in Paragraph (a) of this Section.

     (F) All costs and expenses which Tenant assumes or agrees to pay to Landlord pursuant to this Lease shall be deemed additional rent and, in the event of non-payment thereof, Landlord shall have all the rights and remedies herein provided for in case of non-payment of Rent.

2. SERVICES

     As long as Tenant is not in default under any of the covenants or provisions of this Lease, Landlord shall maintain the Premises and the public and common areas of the Property, such as lobbies, stairs, atriums, landscaping, corridors and restrooms in good order and condition except for damage occasioned by the act of Tenant, its employees, agents or invitees, and Landlord shall also provide the following services during reasonable and usual business hours for the term of this Lease as follows:

     (a) Air conditioning and heat for normal purposes only, to provide in Landlord’s judgment, comfortable occupancy Monday through Friday from 8:00 a.m. to 6:00 p.m. and Saturday from 8:00 a.m. to 12:00 p.m., Sundays and holidays excepted. Tenant agrees not to use any apparatus or device, in or upon or about the Premises which in any way may increase the amount of such services usually furnished or supplied to tenants in the Building, and Tenant further agrees not to connect any apparatus or device with the conduits or pipes, or other means by which such services are supplied, for the purpose of using additional or unusual amounts of such services, without written consent of Landlord. Should Tenant use such services under this provision to excess, Landlord reserves the right to charge for such services. The charge shall be payable as additional rental. Should Tenant refuse to make payment upon demand of Landlord, such excess charge shall constitute a breach of the obligation to pay rent under this Lease and shall entitle Landlord to the rights hereinafter granted for such breach.

     (b) Electric power for lighting and operation of office machines, air conditioning and heating as may be required for comfortable occupancy of the Premises between Monday and Friday from 8:00 a.m. to 6:00 p.m., and Saturday from 8:00 a.m. to 12:00 p.m., Sundays and holidays excepted. Electric power furnished by the Landlord is intended to be that consumed in normal office use for lighting, heating, ventilating, air-conditioning and small office machines. Landlord reserves the right, if consumption of electricity exceeds that required for normal office use as specified, to include a charge for such electricity as an addition to the monthly rental with such charge to be based upon the average cost per unit of electricity for this Building applied to the excess use as determined by an independent engineer selected by the Landlord, or at Landlord’s option, to be determined by a submeter to be furnished and installed at Tenant’s expense. If the Tenant refuses to pay upon demand of Landlord such excess charge, such refusal shall constitute a breach of the obligation to pay rent under this Lease and shall entitle Landlord to the rights hereinafter granted for such breach.

     (c) Lighting replacement, public restroom supplies, window washing with reasonable frequency, and janitor service to the Premises during the times and in the manner that such janitor services are customarily furnished in general office buildings in the area.

     (d) Taxes and insurance on the Premises, except as otherwise provided herein.

     (e) Parking will be provided on the parking lots on the Property on an unallocated basis, unless Landlord, within its discretion assigns reserved spaces to some or all tenants or other parties.

     (f) Landlord agrees to maintain the exterior and interior of the Building and Property to include lawn and shrub care, snow removal, maintenance of the structure, roof, mechanical and electrical equipment, architectural finish, security, and so on, excluding only those items specifically excepted elsewhere in the Lease.

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     (g) Landlord may (i) close the Building during the period from: 6:00 p.m. until the following 7:00 a.m. each weekday; (ii) open the Building at 8:00 a.m. and close the Building at 12:00 p.m. on Saturday, (iii) close the Building all day Sunday, and reopen the following Monday morning at 7:00 am, (iii) close the Building all holidays, or (iv) close the Building at such other hours as Landlord may from time to time reasonably determine; after which hour admittance may be gained only under such regulations as may from time to time be prescribed by Landlord.

     (h) Passenger elevator service, if normally provided for Building, daily from 7:00 a.m. to 6:00 p.m., and Saturday from 8:00 a.m. to 12:00 p.m., Sunday and holidays excepted. Automatic elevator service shall be deemed “elevator services” within the meaning of this paragraph.

     Landlord shall make reasonable effort to provide the foregoing services, but in any event, shall not be liable for damages, nor shall the rental herein reserved be abated for failure to furnish or any delay in furnishing any of the foregoing services when there are disturbances or labor disputes of any character, or by inability to secure electricity, fuel, supplies, machinery, equipment or labor, or by the making of necessary repairs or improvements to Premises, or unavailability of utilities due to governmental restrictions or any other conditions beyond Landlord’s control nor shall the temporary failure to furnish any of such services be construed as an eviction of Tenant or relieve Tenant from the duty of observing and performing any of the provisions of this Lease, provided Landlord uses reasonable efforts to cure such interruption.

3. QUIET ENJOYMENT

     So long as the Tenant shall observe and perform the covenants and agreements binding on it hereunder, the Tenant shall, at all times during the term herein granted, peacefully and quietly have and enjoy possession of the Premises without any encumbrance or hindrance by, from or through the Landlord.

4. CERTAIN RIGHTS RESERVED TO THE LANDLORD

     The Landlord reserves the following rights:

     (a) To name the Building and to change the name or street address of the Building.

     (b) To install and maintain a sign or signs on the exterior or interior of the Building.

     (c) To designate, limit, restrict or prohibit all sources furnishing sign painting and lettering, ice, drinking water, towels, toilet supplies, shoe shining, vending machines, mobile vending service, catering, and like services used on the Premises or in the Building.

     (d) During the last ninety (90) days of the term, if during or prior to that time the Tenant vacates the Premises, to decorate, remodel, repair, alter or otherwise prepare the Premises for reoccupancy, without affecting Tenant’s obligation to pay rental for the Premises.

     (e) To constantly have pass keys to the Premises.

     (f) On reasonable prior notice to the Tenant, to exhibit the Premises to prospective tenants during the last twelve (12) months of the term, and to any prospective purchaser, mortgagee, or assignee of any mortgage on the Property and to others having a legitimate interest at any time during the term.

     (g) At any time in the event of an emergency, and otherwise at reasonable times, to take any and all measures, including inspections, repairs, alterations, additions and improvements to the Premises or to the Building, as may be necessary or desirable for the safety, protection or preservation of the Premises or the Building or the Landlord’s interests, or as may be necessary or desirable in the operation or improvement of the Building or in order to comply with all laws, orders and requirements of governmental or other authority.

     (h) To install vending machines of all kinds in the Premises, and to provide mobile vending service therefore, and to receive all of the revenue derived therefrom, provided, however, that no vending machines shall be installed by Landlord in the Premises nor shall any mobile vending service be provided therefore, unless Tenant so requests.

5. ESTOPPEL CERTIFICATES

     The Tenant shall, within ten (10) days after written request of Landlord, execute, acknowledge, and deliver to the Landlord or to Landlord’s mortgagee, proposed mortgagee, Land Lessor or proposed purchaser of the Property or any part thereof, any estoppel certificates requested by Landlord from time to time, which estoppel certificates shall show whether the Lease is in full force and effect and whether any changes may have been made to the original Lease; whether the term of the Lease has commenced and full rental is accruing; whether there are any defaults by Landlord

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and, if so, the nature of such defaults, whether possession has been assumed and all improvements to be provided by Landlord have been completed; and whether rent has been paid more than thirty (30) days in advance and that there are no liens, charges, or offsets against rental due or to become due and that the address shown on such estoppel is accurate.

6. INDEMNIFICATION AND WAIVER OF CERTAIN CLAIMS

     (a) The Tenant, to the extent permitted by law, waives all claims it may have against the Landlord, and against the Landlord’s agents and employees for damage to person or property sustained by the Tenant or by any occupant of the Premises, or by any other person, resulting from any part of the Property or any equipment or appurtenances becoming out of repair, or resulting from any accident in or about the Property or resulting directly or indirectly from any act or neglect of any tenant or occupant of any part of the Property or of any other person, unless such damage is a result of the negligence of Landlord, or Landlord’s agents or employees, subject, however, to the provisions of paragraph (b) below. If any damage results from any act or neglect of the Tenant, the Landlord may, at the Landlord’s option, repair such damage and the Tenant shall thereupon pay to the Landlord the total cost of such repair. All personal property belonging to the Tenant or any occupant of the Premises that is in or any part of the Property shall be there at the risk of the Tenant or of such other person only, and the Landlord, its agents and employees shall not be liable for any damage thereto or for the theft or misappropriation thereof. The Tenant agrees to hold the Landlord harmless and indemnified against claims and liability for injuries to all persons and for damage to or loss of property occurring in or about the Property, due to any negligent act or failure to act by the Tenant, its contractors, agents or employees, or default by Tenant under this Lease.

     (b) Landlord shall not be liable for any damage or loss to fixtures, equipment, merchandise or other personal property of Tenant located anywhere in or on the leased Premises caused by theft, fire, water, explosion, sewer backup or any other hazards, regardless of the cause thereof, and Tenant does hereby expressly release Landlord of and from any and all liability for such damages or loss. Landlord shall not be liable for any damage or loss resulting from business interruption at the leased Premises and Tenant does hereby expressly release Landlord of and from any and all liability for such damages or loss. Landlord shall not be liable for any damages to the leased Premises or any part thereof caused by fire or other insurable hazards, regardless of the cause thereof, and Tenant does hereby expressly release Landlord of and from any and all liability for such damages or loss. To the extent that any of the risks or perils described in this paragraph (b) are in fact covered by insurance, each party shall cause its insurance carriers to waive all rights of subrogation against the other party.

7. LIABILITY INSURANCE

     Tenant shall, at its expense, maintain during the term, comprehensive public liability insurance, contractual liability insurance and property damage insurance under policies issued by insurers of recognized responsibility, with limits of not less than $500,000 for personal injury, bodily injury, death, or for damage or injury to or destruction of property (including the loss of use thereof) for any one occurrence. Tenant’s policies shall name Landlord, its agents, servants and employees as additional insureds. Tenant shall furnish at Landlord’s request, a certificate evidencing such coverage.

8. HOLDING OVER

     Unless otherwise agreed to in writing by Landlord and Tenant, if the Tenant retains possession of the Premises or any part thereof after the termination of the term, the Tenant shall pay the Landlord Rent at double the monthly rate in effect immediately prior to the termination of the term for the time the Tenant thus remains in possession and, in addition thereto, Tenant shall pay the Landlord for all damages, consequential as well as direct, sustained by reason of the Tenant’s retention of possession. The provisions of this Section do not exclude the Landlord’s rights of re-entry or any other right hereunder. No such holding over shall be deemed to constitute a renewal or extension of the term hereof.

9. ASSIGNMENT AND SUBLETTING

     The Tenant shall not, without the Landlord’s prior written consent, (a) assign, convey, mortgage, pledge, encumber or otherwise transfer (whether voluntarily or otherwise) this Lease or any interest under it; (b) allow any transfer thereof by operation of law; (c) sublet the Premises or any part thereof, or (d) permit the use or occupancy of the Premises or any part thereof by anyone other than the Tenant.

     If the assignment, transfer, or subletting is approved and rents under the sublease are greater than the rents provided for herein, then landlord shall have the further option either (a) to convert the sublease into a prime lease and receive all of the rents, in which case Tenant will be relieved of further liability hereunder and under the proposed sublease, or (b) to require Tenant to remain liable under this Lease, in which event Tenant shall be entitled to retain such excess rents.

     If this Lease is assigned or if the Premises or any part thereof are sublet or occupied by anybody other than the

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Tenant, Landlord may, after default by Tenant, collect rent from the assignee, subtenant or occupant, and apply the net amount collected to the Rent herein reserved, but no such assignment, subletting, occupancy or collection shall be deemed a waiver of any of the Tenant’s covenants contained in this Lease or the acceptance of such assignee, subtenant or occupant as Tenant, or a release of Tenant from further performance by tenant of covenants on the part of Tenant herein contained.

10. CONDITION OF PREMISES

     Except as otherwise agreed to in writing, Tenant’s taking possession of the Premises shall be conclusive evidence as against the Tenant that the Premises were in good order and satisfactory condition when the Tenant took possession. No promise of the Landlord to alter, remodel, repair or improve the Premises or the Building and no representation respecting the condition of the Premises or the Building have been made by Landlord to Tenant, other than as may be contained herein or in a separate agreement signed by Landlord and Tenant. Tenant shall, at the termination or expiration of this Lease or upon Tenant’s abandonment of the Premises, (i) surrender the Premises to Landlord in broom-clean and in good condition and repair, and if not returned to Landlord in broom-clean and good condition, then Tenant shall pay Landlord the cost to restore the Premises to broom-clean and good condition and repair thereof on Landlord’s demand; (ii) return all keys to Landlord; (iii) at its sole expense, remove any equipment which may cause contamination of the property; (vi) clean up any existing contamination in compliance with all Environmental Requirements; and (v) leave the Premises totally free of any Hazardous Substances.

11. USE OF PREMISES

     The Tenant agrees to comply with the following rules and regulations and with such reasonable modifications thereof and additions thereto as the Landlord may hereafter from time to time make for the Building. The Landlord shall not be responsible for the nonobservance by any other tenant or any of said rules and regulations.

     (a) The Tenant shall not exhibit, sell or offer for sale on the Premises or in the Building any article or thing except those articles and things essentially connected with the stated use of the Premises by the Tenant without the advance consent of the Landlord.

     (b) The Tenant will not make or permit to be made any use of the Premises or any parts thereof which would violate any of the covenants, agreements, terms, provisions and conditions of this Lease or which directly or indirectly is forbidden by public law, ordinance or governmental regulation or which may be dangerous to life, limb or property, or which may invalidate or increase the premium cost of any policy of insurance carried on the Building or covering its operation, or which will suffer or permit the Premises or any part thereof to be used in any manner or anything to be brought into or kept therein which, in the judgment of Landlord, shall in any way impair or tend to impair the character, reputation or appearance of the Property as a high quality office building, or which will impair or interfere with any of the services performed by Landlord for the Property.

     (c) The Tenant shall not display, inscribe, print, paint, maintain or affix on any place in or about the Building any sign, notice, legend, direction, figure or advertisement, except on the doors of the Premises and on the Directory Board, and then only such name(s) and matter, and in such color, size, place and materials, as shall first have been approved by the Landlord. The listing of any name other than that of the Tenant, whether on the doors of the Premises, on the Building directory, or otherwise, shall not operate to vest any right or interest in this Lease or in the Premises or be deemed to be the written consent of Landlord mentioned in Section 9, it being expressly understood that any such listing is a privilege extended by Landlord revocable at will by written notice to Tenant.

     (d) The Tenant shall not advertise the business, profession or activities of the Tenant conducted in the Building in any manner which violates the letter or spirit of any code of ethics adopted by any recognized association or organization pertaining to such business address of the Tenant, and shall never use any picture or likeness of the Building in any circulars, notices, advertisements or correspondence without the Landlord’s consent.

     (e) No additional locks or similar devices shall be attached to any door or window without Landlord’s prior written consent. No keys for any door other than those provided by the Landlord shall be made. If more than two keys for one lock are desired, the Landlord will provide the same upon payment by the Tenant. All keys and key cards must be returned to the Landlord at the expiration or termination of the Lease. Tenant shall pay Landlord Landlord’s actual cost for any key cards furnished to Tenant to provide Tenant access to the Building after ordinary hours of operation.

     (f) The Tenant shall not make any alterations, improvements or additions to the Premises including, but not limited to, wall coverings and special lighting installations, without the Landlord’s advance written consent in each and every instance. In the event Tenant desires to make any alterations, improvements or additions; Tenant shall first submit to Landlord Plans and Specifications therefor and obtain Landlord’s written approval thereof prior to commencing any such work. All alterations, improvements or additions, whether temporary or permanent in character, made by Landlord or Tenant in or upon the Premises shall become Landlord’s property and shall remain upon the Premises at the termination

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of this Lease without compensation to Tenant (except only Tenant’s movable office furniture, trade fixtures, office and professional equipment). Any damage caused by or resulting from the removal of Tenant’s office furniture, trade fixtures, and office and professional equipment may be repaired by the Landlord at Tenant’s cost and expense.

     (g) All persons entering or leaving the Building after hours on Monday through Friday, or at any time on Saturdays, Sundays, or holidays, may be required to do so under such regulations as the Landlord may impose. The Landlord may exclude or expel any peddler.

     (h) The Tenant shall not overload any floor. The Landlord may direct the time and manner of delivery, routing and removal, and the location, of safes and other heavy articles.

     (i) Unless the Landlord gives advance written consent, the Tenant shall not install or operate any steam or internal combustion engine, boiler, machinery, refrigerating or heating device or air-conditioning apparatus in or about the Premises, or carry on any mechanical business therein, or use the Premises for housing accommodations or lodging or sleeping purposes, or do any cooking therein, or use any illumination other than electric light, or use or permit to be brought into the Building any inflammable fluids such as gasoline, kerosene, naphtha, and benzine, or any explosives, radioactive materials or other articles deemed extra hazardous to life, limb or property. The tenant shall not use the Premises for any illegal or immoral purpose.

     (j) The Tenant shall cooperate fully with the Landlord to assure the effective operation of the Building’s common area air conditioning and heating system; and leave closed, except for purposes of ingress and egress, the doors from the Premises to the common area hallways, and the entrance doors to the Building when the common area’s air-conditioning and heating system is in use.

     (k) The Tenant shall not contract for any work or service which might involve the employment of labor incompatible with the building employees or employees of contractors doing work or performing services by or on behalf of the Landlord.

     (l) The sidewalks, halls, passages, exits, entrances, elevators and stairways shall not be obstructed by the Tenant or used for any purpose other than for ingress to and egress from its Premises. The halls, passages, exits, entrances, elevators, stairways and roof are not for the use of the general public and the Landlord shall in all cases retain the right to control and prevent access thereto by all persons whose presence, in the judgment of the Landlord, shall be prejudicial to the safety, character, reputation and interests of the Building and its tenants, provided that nothing herein contained shall be construed to prevent such access to persons with whom the Tenant normally deals in the ordinary course of Tenant’s business unless such persons are engaged in illegal activities. Neither Tenant nor any employees or invitees of Tenant shall go upon the roof or mechanical floors of the Building.

     (m) Tenant shall not use, keep or permit to be used or kept any foul or noxious gas or substance in the Premises, or permit or suffer the Premises to be occupied or used in manner offensive or objectionable to the Landlord or other occupants of the Building by reason of noise, odors and/or vibrations, or interfere in any way with other tenants or those having business therein, nor shall any animals or birds be brought in or kept in or about the Property.

     (n) Tenant shall see that all doors, and windows, if operable, of the Premises are closed and securely locked before leaving the Building and must observe strict care and caution that all water faucets or water apparatus in the Premises are entirely shut-off before Tenant or Tenant’s employees leave the Building, so as to prevent waste or damage.

     (o) Tenant agrees that it will not violate any Environmental Requirements or cause or permit any Hazardous Substances to be present, generated, treated, stored, released, used or disposed of in, on, at or under the Premises, Building, or Project. Notwithstanding the foregoing, Tenant may, upon written consent of Landlord (which may be granted or withheld in Landlord’s sole discretion) and solely as an incident to its business operations, use certain materials and substances which may contain Hazardous Substances provided that same are of a type and in the quantities customarily found or used in similar office environments, such as packaging materials, commercial cleaning fluids, photocopier fluids and similar substances and further provided that all such use is in total compliance with all Environmental Requirements. Tenant covenants and agrees to defend, indemnify, and hold harmless Landlord and beneficiaries, Landlord’s lenders or mortgage holders, officers, directors, servants, agents, successors, assigns, and employees thereof, respectively (collectively, “Landlord’s Affiliates”), both in their capacities as corporate representatives and as individuals, from and against any and all liabilities, actions, responsibilities, obligations, environmental impairment damages, fines, losses, damages, and claims, and all costs and expenses (including but not limited to attorneys’ fees and expenses) (collectively, “Losses”) in any manner whatsoever incurred, which: i) relate in any way to Tenant’s failure or alleged failure to comply with any Environmental Requirements; ii) related to the actual or threatened release, generation, treatment, presence, storage, use, or disposition of any Hazardous Substances, pollutants, or contaminants which have resulted from or are related to Tenant’s activities on the Premises; iii) the violation or threatened violation of Tenant’s covenants herein; or iv) otherwise arise pursuant to any Environmental Requirements.

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     (p) Tenant shall also comply with Rules and Regulations as set forth in Exhibit “C”.

     The term “Environmental Requirements” shall mean all federal, state, and local laws (including the common law), statutes, ordinances, rules, regulations, and other requirements (including, without limiting the generality of the foregoing, judicial orders, administrative orders, consent agreements, and permit conditions) now or hereafter promulgated, relating to health, safety, welfare, hazardous substances as defined in Section 3.5 of this Lease, or the protection of the environment.

     The term “Hazardous Substances” shall mean all substances, elements, materials, compounds, wastes, or byproducts of whatever kind or nature defined or classified as hazardous, dangerous, toxic, radioactive, or restricted under any Environmental Requirements now or hereafter promulgated, or as amended, (including, without limiting the generality of the foregoing. The Comprehensive Environmental Response, Compensation, and Liability Act; The Toxic Substances Control Act; The Resource Conservation and Recovery Act; Rules and Regulations of the Environmental Protection Agency; The Clean Water Act; The Clean Air Act; Superfund Amendments and Reauthorization Act).

     In addition to all other liabilities for breach of any covenant of this Section, the Tenant shall pay to the Landlord an amount equal to any increase in insurance premiums payable by the Landlord or any other tenant in the Building, caused by such breach.

     Tenant, on its own behalf and on behalf of its successors and assigns, hereby releases and forever discharges Landlord and Landlord’s Affiliates, both in their capacities as corporate representatives and as individuals, for any and all Losses, whether now or hereafter claimed or known, which Tenant now has or may have in the future against the Landlord arising from or relating in any way to releases or threatened releases of Hazardous Substances or violation of any Environmental Requirement which may occur as a result of Tenant’s activities on the Premises, or which arise from Tenant’s failure or alleged failure to comply with any Environmental Requirements.

12. REPAIRS

     Tenant shall give to Landlord prompt written notice of any damage, or defective condition, of any part or appurtenance of the Building’s plumbing, electrical, heating, air-conditioning or other systems serving, located in, or passing through the Premises. Subject to the provisions of Sections 2 and 13, the Tenant shall, at the Tenant’s own expense, keep the Premises in good order, condition and repair during the term, and the Tenant, at the Tenant’s expense, shall comply with all laws and ordinances and all rules and regulations of all governmental authorities and of all insurance bodies at any time in force, applicable to the Premises or to the Tenant’s use thereof, except that the Tenant shall not hereby be under any obligation to comply with any law, ordinance, rule or regulation requiring any structural alteration of or in connection with the Premises, unless such alteration is required by reason of a condition which has been created by, or at the instance of, the Tenant, or is required by reason of a breach of any of the Tenant’s covenants and agreements hereunder. Landlord shall not be required to repair any injury or damage by fire or other cause, or to make any repairs or replacements of any panels, decoration, office fixtures, railing, ceiling, floor covering, partitions, or any other property installed in the Premises by the Tenant.

13. UNTENANTABILITY

     In the event the Premises, Building or Project are damaged by fire or other insured casualty and the insurance proceeds have been made available therefore by the holder or holders of any mortgages or deeds of trust, the damage shall be repaired by and at the expense of Landlord to the extent of such insurance proceeds available therefore, provided such repairs can, in Landlord’s sole opinion, be made within one hundred twenty (120) days after the occurrence of such damage without the payment of overtime or other premiums. Until such repairs are completed, the rent shall be abated in proportion to the part of the Premises which is unusable by Tenant in the conduct of its business. If repairs cannot, in Landlord’s sole opinion be made within one hundred twenty (120) days, Landlord may at its option make these within a reasonable time and, if agreed to by Tenant, this Lease shall continue in effect. In the case of repairs, which in Landlord’s opinion cannot be made within one hundred twenty (120) days Landlord shall notify Tenant within thirty (30) days of the date of occurrence of such damage as to whether or not Landlord elects to make such repairs and if no such repairs and if no such notice is given, Landlord shall be deemed to have elected to make such repairs. If Landlord elects not to make such repairs or if said repairs cannot be made within one hundred twenty (120) days of notice, then either party may, by written notice to the other, cancel this Lease as of the date of the occurrence of such damage and Tenant must vacate the Premises within thirty (30) days of such notice. Except as provided in this Section, there shall be no abatement of rent and no liability of Landlord by reason of any injury to, damage or interference with Tenant’s business or property arising from any such fire or other casualty or from the making or not making of any repairs, alterations or improvements in or to any portion of the Premises, Building or Project or in or to fixtures, appurtenances and equipment therein. Tenant understands that Landlord will not carry insurance of any kind on Tenant’s furniture or furnishings or on any fixtures or equipment removable by Tenant under the provisions of this Lease

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and that Landlord shall not be obliged to repair any damage thereto or replace the same. Landlord shall not be required to repair any injury or damage caused by fire or other cause, or to make any repairs or replacements to or of improvements installed in the Premises by or for Tenant.

14. EMINENT DOMAIN

     (a) In the event that title to the whole or any part of the Premises shall be lawfully condemned or taken in any manner for any public or quasi-public use, this Lease and the term and estate hereby granted shall forthwith cease and terminate as of the date of vesting of title and the Landlord shall be entitled to receive the entire award, the Tenant hereby assigning to the Landlord the Tenant’s interest therein, if any. However, nothing herein shall be deemed to give Landlord any interest in or to require Tenant to assign to Landlord any award made to Tenant for the taking of personal property or fixtures belonging to Tenant or for the interruption of or damage to Tenant’s business or for Tenant’s moving expenses.

     (b) In the event that title to a part of the Building other than the Premises shall be so condemned or taken, the Landlord may terminate this Lease and the term and estate hereby granted by notifying the Tenant of such termination within sixty (60) days following the date of vesting of title, and this Lease and the term and estate hereby granted shall expire on the date specified in the notice of termination, not less than sixty (60) days after the giving of such notice, as fully and completely as if such date were the date hereinbefore set for the expiration of the term of this Lease, and the Rent hereunder shall be apportioned as of such date.

     (c) In the event of any condemnation or taking of any portion of the parking area of the Property, which does not result in a reduction of the parking ratio to less than one space for each 375 square feet of leased area, the terms of this Lease shall continue in full force and effect. If more of the Property is taken, either party shall have the right to terminate this Lease upon giving written notice to the other party within thirty (30) days of such taking.

     (d) For the purpose of this Section 14, a sale to a public or quasi-public authority under threat of condemnation shall constitute a vesting of title and shall be constructed as a taking by such condemning authority.

15. LANDLORD’S REMEDIES

     15.1 The occurrence of any of the following is an event of default under this Lease:

     (a) Landlord does not receive punctually on the date due any payment of the full amount of rent (Whether Base Rent, additional rent or any adjustment to rent) or any other sum required to be paid by Tenant.

     (b) Tenant fails to fully and punctually comply and fully perform any covenant, agreement, provision or condition of this Lease and such default shall continue for a period of fifteen (15) days after written notice from Landlord to Tenant.

     (c) Tenant or any guarantor of Tenant’s obligations under this Lease shall become insolvent or shall make a transfer in fraud of creditors or make an assignment for the benefit of creditors.

     (d) The levy of a writ of execution or attachment on or against the property of Tenant that is not released or discharged within thirty (30) days thereafter.

     (e) The institution by or against Tenant of a bankruptcy or insolvency proceeding, an assignment for benefit of creditors, reorganization, liquidation or involuntary dissolution by or against Tenant or any guarantor of Tenant’s obligation not dismissed within thirty (30) days.

     (f) A receiver, trustee or liquidator has been appointed for the Premises or for all or substantially all of the assets of Tenant or any guarantor of Tenant’s obligations under this Lease and has not been dismissed or discharged within thirty (30) days.

     (g) Tenant fails to take possession or occupancy of the Premises or abandons, deserts or vacates all or any portion of the Premises.

     (h) Tenant shall do or permit to be done anything which creates a lien or claim of lien on the Premises or Building and the same is not fully released within thirty (30) days.

     (i) Tenant shall breach or fail to comply with any of the Rules and Regulations, such breach or failure to continue for more than ten (10) days after notice from the Landlord.

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     (j) Tenant shall violate any law, statute, rule, any Environmental Requirements or any regulation of any governmental authority, bureau, or agency and such violation is not totally cured as required by such law, statute, rule or regulation.

     (k) Tenant assigns or subleases all or any part of its interest in this Lease without complying with the provisions of Section 9 hereof.

     (l) Tenant has made any materially misleading or untrue statement, representation or warranty to Landlord under this Lease or with respect to the net worth, assets, liabilities, or financial condition of Tenant or any guarantor of Tenant’s obligations under this Lease.

     15.2 In the event of a default, Landlord and Landlord’s Affiliates shall have the option to pursue any one or more of the following rights or remedies without notice or demand, which rights or remedies shall be in addition to and shall not waive any other remedies or rights Landlord or Landlord’s Affiliates may have at law, equity or under any Environmental Requirements. All rights and remedies of the Landlord herein enumerated shall be cumulative, and none shall exclude any other right or remedy allowed by law. In addition to the other remedies in this Lease provided, the Landlord shall be entitled to the restraint by injunction of the violation or attempted violation of any of the covenants, agreements or conditions of this Lease.

     (a) Landlord may enjoin any failure of Tenant to fully and punctually comply and fully perform any covenant, agreement, provision or condition of this Lease.

     (b) Landlord may terminate this Lease without further notice and without prejudice or waiver of any other remedy or right available to Landlord, in which event Tenant shall immediately surrender Premises and, if Tenant fails to do so, Landlord may re-enter upon, take possession of Premises, expel or remove Tenant and any other occupant of Premises or any part thereof and remove all property on the Premises, by force, if necessary, without being liable for prosecution or any claim of damage or injury therefore. Tenant shall indemnify and hold Landlord harmless from any loss, costs, or damages occasioned by Landlord and no entry or re-entry by Landlord shall be considered or construed to be a forcible entry.

     (c) Enter upon and take possession of Premises and expel or remove Tenant and any other occupant of the Premises or any part thereof, and remove all property on the Premises, without terminating this Lease, without being liable for prosecution or any claim of damage of injury therefore. Tenant shall indemnify and hold Landlord harmless from any loss, costs, or damages occasioned by Landlord and no entry or re-entry by Landlord shall be considered or construed to be a forcible entry.

     (d) Should Landlord elect to re-enter, as herein provided, or should it take possession pursuant to legal proceedings or pursuant to any notice provided for by law; it may either terminate this Lease or it may from time to time, without terminating this Lease, re-let the Premises or any part thereof for such terms and at such rental or rentals and upon such other terms and conditions as Landlord in its sole discretion may deem advisable, with the right to make alterations and repairs to Premises or grant rental or other concessions to any successor tenant. Landlord shall not be responsible for nor required to re-let the Premises and Tenant waives any and all rights to contend that Landlord’s failure to re-let, the terms, conditions or concessions of such re-letting, or the failure to collect rent in any way reduce, diminish or mitigate Tenant’s obligations to Landlord. Landlord may elect in its sole discretion to apply rentals received by it: (i) to the payment of any indebtedness; (ii) to the payment of any cost of such re-letting including but not limited to any broker’s commissions or fees, attorneys fees and costs in connection therewith; (iii) to the payment of the cost of any alterations and repairs to the Premises; (iv) to the payment of rent due and unpaid hereunder; and, (v) the residue, if any, shall be held by Landlord and applied in payment of future rent as the same may become due and payable hereunder. Should such rentals received from such re-letting after application by Landlord to the payments described in foregoing clauses (i) through (v) during any month be less than that agreed to be paid during the month by Tenant hereunder, then Tenant shall pay such deficiency to Landlord. Such deficiency shall be calculated and paid monthly to Landlord by Tenant.

     · (e) In lieu of electing to receive and apply rentals as provided above, Landlord shall have the right, at Landlord’s election, to recover from Tenant all damages incurred by reason of such Tenant’s default including, without limitation, a sum equal to the then-present value (using a discount rate of seven percent (7%) per annum) of the excess, if any, of the total Base Annual Rent and additional rent and all other sums which would have been payable hereunder by Tenant for the remainder of the Lease Term (as if there had been no default and no termination of the Lease due to Tenant’s default), less (1) the aggregate reasonable rental value of the Premises for the same period, determined as set forth below, plus (2) the costs of recovering and restoring the Premises to the condition set forth in Section 10 hereof at the termination of the Lease, and all other reasonable expenses incurred by Landlord due to Tenant’s default, including, without limitation, reasonable attorney’s fees plus (3) the unpaid Base Annual Rental and additional rental or any other sums due by Tenant under this Lease as of the date of such termination, with interest thereon at the rate of 10 % per annum. In determining the aggregate reasonable rental

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value pursuant to item (1) above, the parties hereby agree that all relevant factors shall be considered as of the time Landlord seeks to enforce such remedy, including, but not limited to, (A) the length of time remaining in the Lease Term, (B) the then-current market conditions in the general area in which the Premises are located, (C) the likelihood of reletting the Premises for a period of time equal to the remainder of the Lease Term, (D) the net effective rental rates (taking into account all concessions) then being obtained for space of similar type and size in similar type buildings in the general area in which the Premises are located, (E) the vacancy levels in comparable quality buildings in the general area in which the Building is located, and (F) current levels of new construction that will be completed during the remainder of the Lease Term and the degree to which such new construction will likely affect vacancy rates and rental rates in comparable quality buildings in the general area in which the Premises are located. Tenant agrees to pay the total amount calculated as aforesaid under this subparagraph to Landlord within ten (10) calendar days following Landlord’s written demand therefor, together with all Base Annual Rent and additional rent and all charges and assessments theretofore due, at the same address where Tenant is to pay Landlord the Base Rent of this Lease; provided, however, that such payment shall not constitute a penalty or forfeiture but shall constitute liquidated damages for Tenant’s failure to comply with the terms and provisions of this Lease, Landlord and Tenant hereby agreeing that Landlord’s actual damages in such event would be impossible to ascertain and that the amount set forth above is a reasonable estimate thereof.

     (f) No such re-entry or taking possession of the Premises by Landlord shall be construed as an election on its part to terminate this Lease unless a written notice of same is given to Tenant or unless the termination thereof be decreed by a court of competent jurisdiction. Notwithstanding any such re-letting without termination, Landlord may at any time thereafter elect to terminate this Lease for such previous breach.

     (g) Nothing herein contained shall limit or prejudice the right of Landlord at its option to provide for and obtain as damages by reason of any such termination of this Lease or of possession an amount equal to the maximum allowed by any statute or rule of law in effect at the time when such termination takes place, whether or not such amount be greater, equal to or less than the amounts of damages which Landlord may elect to receive as set forth above.

     (h) Landlord may, in addition to any other remedy at law or in equity or elsewhere in this Lease, cure Tenant’s default at reasonable expense, which expense shall be paid to Landlord by Tenant upon demand.

     (i) All rights of Landlord under this Lease or at law may be exercised by persons acting on behalf of Landlord, under authority granted by Landlord, with full right of reimbursement. Tenant unconditionally releases and waives any right it has or may have to seek damages for injury to person or property against Landlord or persons acting on Landlord’s behalf by the exercise of the rights granted in this Lease or at law or equity. Tenant covenants and agrees, waiving all rights to assert, and shall not interpose, any counterclaim or claim for offset or deduction in any summary proceeding brought by Landlord to recover possession of the Premises.

     (j) Any deposits, rents or funds of Tenant held by Landlord at the time of default by Tenant, may be applied by Landlord to any damages provided herein or at law.

     (k) Neither the commencement of any action or proceeding, nor the settlement thereof, nor entry of judgment thereon shall bar Landlord from bringing subsequent actions or proceedings from time to time, nor shall the failure to include in any action or preceding any sum or sums then due be a bar to the maintenance of any subsequent actions or proceedings for the recovery of such sum or sums so omitted.

     (l) Tenant hereby appoints as its agent to receive service of all dispossessory or distress proceedings and notices thereunder the person in charge of Premises at the time, and if no person is then in charge of Premises, then such service or notice may be made by attaching the same to the entrance of Premises, provided that a copy of any such proceedings or notices shall be mailed to Tenant at the Premises.

16. SUBORDINATION OF LEASE

     This Lease is and shall be subject and subordinate to any and all mortgages or deeds of trust now existing upon or that may be hereafter placed upon the Premises and the Property and to all advances made or to be made thereon and all renewals, modifications, consolidations, replacements or extensions thereof and the lien of any such mortgages, deeds of trust and land leases shall be superior to all rights hereby or hereunder vested in Tenant, to the full extent of all sums secured thereby. This provision shall be self-operative and no further instrument of subordination shall be necessary to effectuate such subordination and the recording of any such mortgage or deed of trust shall have preference and precedence and be superior and prior in lien to this Lease, irrespective of the date of recording. In confirmation of such subordination, Tenant shall on request of Landlord or the holder of any such mortgage or deed of trust execute and deliver to Landlord within ten (10) days any instrument that Landlord or such holder may reasonably request. If Landlord seeks a new loan (“New Loan”) secured by the Property, the Building or the Premises, and obtains a

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commitment for the New Loan, then Landlord shall make a good faith effort to obtain a non-disturbance agreement (the “Non-disturbance Agreement”) from the lender (“Lender”); but if the Lender, after being requested by Landlord, refuses to enter into a Non-disturbance Agreement for any reason, then Landlord shall not be required to obtain a non-disturbance agreement from the Lender before entering into the New Loan. A “Non-disturbance Agreement” shall mean an agreement - by the Lender or holder of a security deed, mortgage or deed of trust encumbering the Premises and Property - that in the event of foreclosure of such security deed, mortgage or deed of trust, Tenant shall remain undisturbed under this Lease so long as Tenant complies with all of the terms, obligations and conditions hereunder.

17. COMMENCEMENT OF POSSESSION

     If the Landlord shall be unable to give possession of the Premises on the date of the commencement of the term hereof because the Premises shall not be ready for occupancy, the Landlord shall not be subject to any liability for the failure to give possession on said date. Under such circumstances, unless the delay is the fault of Tenant, the Rent shall not commence until the Premises are ready for occupancy by the Tenant, and in such event, the beginning and termination dates of the term hereof shall be adjusted accordingly, which adjustment will be evidenced by notice from Landlord to Tenant setting forth the adjusted beginning and termination dates. If, at Tenant’s request the Landlord shall make the Premises available to Tenant prior to the date of commencement of the term for the purpose of decorating, furnishing, and equipping the Premises, the use of the Premises for such work shall not create a Landlord-Tenant relationship between the parties, nor constitute occupancy of the Premises within the meaning of the next sentence, but the provisions of Section 6 of this Lease shall apply. If, with the consent of Landlord, the Tenant shall enter into occupancy of the Premises to do business therein prior to the date of commencement of the term, all provisions of this Lease, including but not limited to the date for expiration of the term thereof, shall apply and the rent shall accrue and be payable at the first rate specified in Paragraph (a) of Section I from the date of occupancy.

18. NOTICES AND CONSENTS

     Any notice, demands, requests, consents or approvals from Landlord to Tenant or from Tenant to Landlord must be served by: a) mailing by registered or certified mail, or b) by facsimile sent to the facsimile numbers indicated below with a copy sent on the same day by ordinary mail, or c) by reputable local courier service or overnight delivery service such as Federal Express or Airborne addressed to Tenant as set forth herein or to Landlord at the place from time to time established for the payment of rent, with payment of postage if sent by certified or registered mail or ordinary mail or proper provision for payment if sent by courier or overnight service. Notice shall be deemed made on: (a) the second day after mailing, if sent by registered or certified mail, (b) the first day after being sent by facsimile as long as a copy is sent on the same day by mail, or (c) the first day after delivery to the courier or overnight service. As of the Date of this Lease, unless later changed, notice shall be sent to the Landlord at the address set forth below unless Landlord designates another address, as it may from time to time, by notice to the Tenant.

LANDLORD	TENANT
Rubicon, L.C.	Alimera Sciences, Inc.
3060 Peachtree, N.W., Suite 210	6120 Windward Parkway, Suite 290
Atlanta, Ga. 30305	Alpharetta, GA 30005
Facsimile: 404.816.3601	Facsimile:

     Once Tenant takes possession of the Premises, then notice to Tenant may be sent to the Tenant addressed to the address of the Premises, or at such place as Tenant may from time to time designate by notice to the Landlord.

     All consents and approvals provided for herein must be in writing to be valid. If the term Tenant as used in this Lease refers to more than one person, any notice, consent, approval, request, bill, demand or statement, given as aforesaid to any one of such persons shall be deemed to have been duly given to Tenant.

19. NO ESTATE IN LAND

     This contract and Lease shall create the relationship of landlord and tenant between Landlord and Tenant; no estate shall pass out of Landlord; and Tenant has only a usufruct which is not subject to levy and sale.

20. INVALIDITY OF PARTICULAR PROVISIONS

     If any clause or provision of this Lease is or becomes illegal, invalid, or unenforceable because of present or later laws or any rule, decision, or regulation of any governmental body or entity, the intention of the parties hereto is that the remaining parts of this Lease shall not be affected thereby.

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21. MISCELLANEOUS TAXES

     Tenant shall pay prior to delinquency all taxes assessed against or levied upon its occupancy of the Premises, or upon the fixtures, furnishings, equipment and all other personal property of Tenant located in the Premises, if nonpayment thereof shall give rise to a lien on the real estate, and when possible Tenant shall cause said fixtures, furnishings, equipment and other personal property to be assessed and billed separately from the property of Landlord. In the event any or all of Tenant’s fixtures, furnishings, equipment and other personal property, or upon Tenant’s occupancy of the Premises, shall be assessed and taxed with the property of Landlord, Tenant shall pay to Landlord its share of such taxes within ten (10) days after delivery to Tenant by Landlord of a statement in writing setting forth the amount of such taxes applicable to Tenant’s fixtures, furnishings, equipment or personal property.

22. SECURITY DEPOSIT

     Tenant has deposited with Landlord the sum of Three Thousand seven hundred thirty seven dollars and fifty cents Dollars ($ 3,737.50) as security for the full and faithful performance of every provision of this Lease to be performed by Tenant. If Tenant defaults with respect to any provision of this Lease, including but not limited to the provisions relating to the payment of Rent, Landlord may use, apply or retain all or any part of this security deposit for the payment of any Rent or any other sum in default or for the payment of any other amount which Landlord may spend or become obligated to spend by reason of Tenant’s default, or to compensate Landlord for any other loss, cost or damage which landlord may suffer by reason of Tenant’s default. If any portion of said deposit is so use or applied, Tenant shall, within five (5) days after written demand therefore, deposit cash with Landlord in an amount sufficient to restore the security deposit to its original amount and Tenant’s failure to do so shall be a breach of this Lease. Landlord shall not, unless otherwise required by law, be required to keep this security deposit separate from its general funds, nor pay interest to Tenant. If Landlord is required to maintain said deposit in an interest bearing account, Landlord will retain the maximum amount permitted under applicable law as a bookkeeping and administrative charge. If Tenant shall fully and faithfully perform every provision of this Lease to be performed by it, the security deposit or any balance thereof shall be returned to Tenant (or, at Landlord’s option, to the last transferee of Tenant’s interest hereunder) at the expiration of the Lease term and upon Tenant’s vacation of the Premises. In the event the Building is sold, the security deposit will be transferred to the new owner and the new owner will be solely responsible for the return of the security deposit to the Tenant.

23. SUBSTITUTE PREMISES

     Landlord shall have the right at any time during the term hereof, upon giving Tenant not less than sixty (60) days prior written notice, to provide and furnish Tenant with space elsewhere in the Building of approximately the same size as the Premises and remove and place Tenant in such space with Landlord to pay all reasonable costs and expenses incurred as a result of such removal of Tenant. Should Tenant refuse to permit Landlord to move Tenant to such new space at the end of said sixty (60) day period, Landlord shall have the right to cancel and terminate this Lease effective ninety (90) days from the date of original notification by Landlord. If Landlord moves Tenant to such new space, this Lease and each and all of its terms, covenants and conditions shall remain in full force and effect and be deemed applicable to such new space, and such new space shall thereafter be deemed to be the Premises as though Landlord and Tenant had entered into an express written amendment of this Lease with respect thereto.

24. BROKERAGE

     Tenant represents and warrants that is has dealt with no broker, agent or other person in connection with this transaction except for Lavista Associates and N/A     and that no broker, agent or other person brought about this transaction, other than Lavista Associates and N/A    , and Tenant agrees to indemnify and hold Landlord harmless from and against any claims by any other broker, agent or other person claiming a commission or other form of compensation by virtue of having dealt with Tenant with regard to this leasing transaction. The provisions of this Section shall survive the termination of this Lease.

25. LIMITATION OF LIABILITY

     Landlord’s obligations and liability to Tenant with respect to this Lease shall be limited solely to Landlord’s interest in the Building, and neither Landlord nor any joint venturer, partner, officer, director or shareholder of Landlord or any of the joint venturers of Landlord shall have any personal liability whatsoever with respect to this Lease.

26. SPECIAL STIPULATIONS

     (a) No receipt of money by the Landlord from the Tenant after the termination of this Lease or after the service of any notice or after the commencement of any suit, or after final judgment for possession of the Premises shall reinstate,

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continue or extend the term of this Lease or affect any such notice, demand or suit or imply consent for any action for which Landlord’s consent is required.

     (b) No waiver of any default of the Tenant hereunder shall be implied from any omission by the Landlord to take any action on account of such default if such default persists or be repeated, and no express waiver shall affect any default other than the default specified in the express waiver and that only for the time and to the extent therein stated.

     (c) The term “Landlord” as used in this Lease, so far as covenants or agreements on the part of the Landlord are concerned, shall be limited to mean and include only the owner or owners of the Landlord’s interest in this Lease at the time in question, and in the event of any transfer or transfers of such interest the Landlord herein named (and in case of any subsequent transfer, the then transferor) shall be automatically freed and relieved from and after the date of such transfer of all personal liability as respects the performance of any covenants or agreements on the part of the Landlord contained in this Lease thereafter to be performed.

     (d) It is understood that the Landlord may occupy portions of the building in the conduct of the Landlord’s business. In such event, all references herein to other tenants of the Building shall be deemed to include the Landlord as an occupant.

     (e) The term “City” as used in this Lease shall be understood to mean the City and/or County in which the Property is located.

     (f) All of the covenants of the Tenant hereunder shall be deemed and construed to be “conditions” as well as “covenants” as though the words specifically expressing or importing covenants and conditions were used in each separate instance.

     (g) This Lease shall not be recorded by either party without the consent of the other.

     (h) Neither party has made any representations or promises, except as contained herein, or in some further writing signed by the party making such representation or promise.

     (i) In event of variation or discrepancy, the Landlord’s original copy of the Lease shall control.

     (j) Each provision hereof shall extend to and shall, as the case may require, bind and inure to the benefit of the Landlord and the Tenant and their respective heirs, legal representatives, successors, and assigns.

     (k) If because of any act or omission of Tenant, its employees, agents, contractors, or subcontractors, any mechanic’s lien or other lien, charge or order for the payment of money shall be filed against Landlord, or against all or any portion of the Premises, or the Building of which the Premises are a part, Tenant shall, as its own cost and expense, cause the same to be discharged off record, within thirty (30) days after the filing thereof, and Tenant shall indemnify and save harmless Landlord against and from all costs, liabilities, suits, penalties, claims and demands, including reasonable attorney’s fees resulting therefrom.

     (l) It is understood and agreed that this Lease shall not be binding until and unless all parties have signed it.

27. ATTORNEY’S FEES

     If any person not a party to this Lease shall institute an action against Tenant in which Landlord shall be made a party, Tenant shall indemnify and save Landlord harmless from all liability by reason thereof, including reasonable attorney’s fees, and all costs incurred by Landlord in such action. If any action shall be brought by Landlord to recover any rental under this Lease, or for or on account of any breach of or to enforce or interpret any of the terms, covenants or conditions of this Lease, or for the recovery of possession of the premises, Landlord shall be entitled to recover from the Tenant, as a part of Landlord’s costs, a reasonable attorney fee, the amount of which shall be fixed by the court and shall be made a part of any judgment in favor of the Landlord.

28. CONSTRUCTION OF LEASE

     This Lease has been fully negotiated by and between the Landlord and the Tenant. The language in all parts of this Lease shall in all cases be construed as a whole according to its fair meaning and not strictly for or against either Landlord or Tenant. Headings in this Lease are for convenience only and are not to be construed as a part of this Lease or in any way defining, limiting or amplifying the provisions hereof. Time is of the essence of this Lease and of every term, covenant and condition hereof. The words “Landlord” and “Tenant,” as used herein, shall include the plural as well as the singular. The neuter gender includes the masculine and feminine. In the event there is more than one tenant, the

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obligations to be performed shall be joint and several.

29. ENTIRE AGREEMENT

     This Lease, together with any attached exhibits and any written addenda contains the entire agreement between the parties.

30. INTERPRETATION AND ENFORCEMENT

This Lease shall be interpreted, governed and enforced in all respects under the laws of the State of Georgia.

31. RIDER

     A rider consisting of One page, with paragraphs number 1 and 2, is attached hereto and made a part hereof. If any conflicts exist between any of the terms of such Rider and any of the printed terms of this Lease Agreement, the terms of such Rider will take precedence and be controlling.

32. EXHIBITS

     Exhibits to this Lease agreement are as follows and attached hereto:

Exhibit “A” — The Premises
Exhibit “B” — Rider
Exhibit “C” — Rules and Regulations

IN WITNESS WHEREOF, Landlord and Tenant have respectively signed and sealed this Lease as of the day and year first above written.

Landlord:
Rubicon,L.C.,
A Georgia Limited Liability Company
By:	/s/ Garett A. Backman
	Garett A. Backman
Its:	Operating Member
Tenant:
Alimera Sciences, Inc.
By:	/s/ Dan Myers
Title:	President/CEO

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EXHIBIT “B”
RIDER

The Lease Agreement between Rubicon, L.C., a Georgia Limited Liability Company, as Landlord and Alimera Sciences, Inc. as Tenant for the Premises containing approximately 5,038 rentable square feet known as Suite 290 at 6120 Windward Parkway Alpharetta, Georgia 30005.

This Rider to the Lease is made and entered into contemporaneously with the Lease Agreement described above, and is incorporated into the Lease. In the case of any conflict between the terms and conditions of this Rider to the Lease and the terms and conditions of the Lease, the terms and conditions of this Rider shall control. All terms used herein shall be the same as defined in the Lease.

1.	Rental Schedule
	The Base Rent for the Premises shall be as follows:

Period	Monthly Amount	Annual Amount
6/1/03-11/31/03	$3,737.50	N/A
12/1/03- 5/31/04	$5,819.69	N/A
6/1/04-5/31/05	$5,993.22	$71,918.64
6/1/05-5/31/06	$6,171.00	$74,052.00

2.

Termination Option

Provided that Tenant is not in material default of this Lease beyond any applicable cure period, Tenant shall have the Option to Terminate this Lease (the “Termination Option”) on November 30, 2003 by giving Landlord no less than two (2) months advance written notice of Tenant’s intent to exercise its Termination Option. If Tenant gives no notice to Landlord of its intent to exercise its Termination Option Tenant must fulfill its obligations under this Lease throughout the term. In the event Tenant exercises its Termination Option Tenant must pay a Termination Penalty (the “Termination Penalty”) of $10,000.00 at the time Tenant notifies Landlord of its intent to exercise its Termination Option. If Tenant fails to pay the Termination Penalty at the time it notifies Landlord of its intent to exercise its Termination Option the Termination Option shall be null and void and Tenant must fulfill its obligations under this Lease throughout the term.

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Exhibit “C”

RULES AND REGULATIONS ATTACHED TO
AND MADE PART OF THIS LEASE

     34.16.1 The sidewalks, passages, exits and entrances shall not be obstructed by Tenant or used by Tenant for any purpose other than for ingress to and egress from the Premises. Any balconies or patios shall be left clear except for patio furniture approved by Landlord, such furniture to be of first class material, design and manufacture and of a design that complements the aesthetic qualities of the building’s exterior. Any patio furniture approved by Landlord shall be kept clean and of a neat appearance.

     34.16.2 The toilet rooms, urinals, wash bowls and other apparatus shall not be used for any purpose other than for which they were constructed and no foreign substance of any kind whatsoever shall be thrown therein and to the extent caused by Tenant or its employees or invitees, the expenses of any breakage, stoppage or damage resulting from the violation of this rule shall be borne by Tenant.

     34.16.3 Electronic key cards, individually identified, are provided to the Tenant at a reasonable fee per card to permit Tenant and Tenant’s employees to gain access to the Building outside of ordinary working hours, subject to: (i) Tenant supplying the name of each employee being given a card; (ii) Tenant requiring that the card earmarked for that employee is actually given to that employee and not to another party, (iii) Tenant obtaining a return of said card from any current or former employee in the event that the employee leaves the company’s employ or no longer works in the Building; (iv) Tenant promptly notifying Landlord of any current or former employee in the event that the employee leaves the company’s employ or no longer works in the Building . Upon the termination of the tenancy, Tenant shall deliver to the Landlord all keys or electronic key cards and passes for the Premises. In the event of loss of any keys or electronic key cards furnished by Landlord, Tenant shall pay the Landlord therefore. Tenant shall not make or cause to be made any such keys or electronic key cards and shall order all such keys or electronic key cards solely from Landlord for any additional such keys or electronic key cards over and above the keys or electronic key cards furnished by Landlord at occupancy.

     34.16.4 Without the prior written consent of Landlord, no assignee, subtenant or successor in interest of Tenant shall use the name of the Project or any picture of the Project or Building in connection with or in promoting or advertising the business of Tenant except Tenant may use the address of the Building as the address of its business.

     34.16.5 Tenant shall allow no animals or pets to be brought to or remain in the Premises or any part thereof, without the prior written consent of Landlord.

     34.16.6 Tenant agrees that it and its employees will cooperate fully with Project employees in the implementation of any security procedures for the Project.

     34.16.7 Landlord reserves the right to exclude or expel from the Project any person who, in the judgement of Landlord is intoxicated or under the influence of liquor or drugs or who shall in any manner do any act in violation of any of the rules and regulations of the Project.

     34.16.8 No vending machines of any description shall be installed, maintained or operated in a place on the Premises visible from outside the Premises, without the written consent of Landlord.

34.16.9 Tenant shall not:	34.16.9.1 place any radio or television antennae on the roof or on any part or the outside of the Premises or elsewhere on the Project without Landlord’s prior written consent;
	34.16.9.2 operate or permit to operate any musical or sound producing instrument or device inside or outside the Premises which may be heard from outside the Premises;
	34.16.9.3 use any illumination or power for the operation of any equipment or device other than electricity; or
	34.16.9.4 operate any electrical device from which may emanate electrical waves which may interfere with or impair radio or television broadcasting or reception from or in the Project.

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34.16.9.5 smoke cigarettes in non-designated smoking areas.

34.16.9.6 dispose of cigarette “butts” in non-designated smoking areas or anywhere else on the grounds, including the grass and landscaping,

     34.16.10 If Tenant’s employee, agent, or invitees is found smoking or to have improperly disposed of cigarette waste in landscaped areas, parking areas, or anywhere else other than designated smoking areas, there is a $10.00 cleanup charge assessed for each violation, which is deemed part of additional rent owed under this Lease.

     34.16.11 Tenant and its employees shall and shall cause its invitees and licensees to park only in areas, which are clearly marked for parking.

     34.16.12 [INTENTIONALLY DELETED]

     34.16.13 Landlord reserves the following rights, exercisable without notice and without liability to Tenant for damage or injury to property, person or business and without effecting an eviction, constructive or actual or disturbance of Tenant’s use of possession or giving rise to any claim for set-off or abatement of rent:

34.16.13.1 To change the Project’s name or street address;

34.16.13.2 To install, affix and maintain any and all signs on the exterior and interior or the Project;

34.16.13.3 To retain at all times, and to use in appropriate instances, keys to all doors within and into the Premises. No locks or bolts shall be altered, changed or added without the prior written consent of Landlord;

34.16.13.4 To decorate or to make repairs, alterations, additions or improvements, whether structural or otherwise, in and about the Premises, Building and Project, or any part thereof, and for such purpose to enter upon the Premises, and during the continuance of said work to temporarily close doors, entryways and public spaces in the Project and to interrupt or temporarily suspend Project services and facilities;

34.16.13.5 To prescribe the location and style of the suite number and identification sign or lettering of the Premises occupied by Tenant;

34.16.13.6 To control and prevent access to common areas and other non-general public areas;

34.16.13.7 From time to time to make and adopt such reasonable rules and regulations, in addition to or other than or by way of amendment or modification of the rules and regulations contained herein or other sections of this Lease, for the protection and welfare of the Project and its tenants and occupants, as the Landlord may determine, and the Tenant agrees to abide by all such rules and regulations;

34.16.13.8 The Premises shall not be used for any retail or wholesale business inviting the general public.

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THIRD AMENDMENT TO LEASE AGREEMENT

     THIS THIRD AMENDMENT TO LEASE AGREEMENT (“Agreement”) dated as of the ___th day of May, 2009, by and between JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.), a wholly owned subsidiary of Manulife Financial Corporation, having a local regional office at 1170 Peachtree Street, Suite 565, in the city of Atlanta, Georgia 30309 (“Landlord”); and ALIMERA SCIENCES, INC. a Delaware corporation (“Tenant”).

W I T N E S S E T H:

     WHEREAS, Landlord and Tenant entered into that certain Office Lease for 6120 Windward Parkway dated May 27, 2003 (the “Original Lease”), and thereafter the First Amendment To Lease (the “First Amendment”) dated July 16, 2004 for certain premises known as Suite 290, containing approximately 14,213 rentable square feet of space (the “Premises”) in the building located at 6120 Windward Parkway, Fulton County, Georgia (the “Building”).

     WHEREAS, the Original Lease, the First Amendment, the Second Amendment, and this Third Amendment are collectively referred to as the “Lease”;

     WHEREAS, Landlord and Tenant desire to and hereby shall, by this Third Amendment to Lease, modify and amend the terms of the Lease, in the manner and for the purpose herein set forth.

     NOW, THEREFORE, for and in consideration of the premises hereto, the keeping and performance of the covenants and agreements hereinafter contained, and for Ten and No/100 Dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Landlord and Tenant, intending to be legally bound, agree as follows:

     1. Defined Terms. All capitalized terms not defined herein shall have the same meaning as set forth in the Lease.

     2. Expansion of the Premises. Commencing on September 1, 2009 the Premises shall become 14,462 rentable square feet.

     3. Extension of Lease Term. The term of the Lease for the Leased Premises is hereby extended to include the period from September 1, 2009 through May 31, 2010 (the “Second Extension Term”).

     4. Rent. The Tenant shall, without demand, deduction or right of offset, pay to the Landlord during the Second Extension Term as rental (herein called “Basic Rent”), the sum of One Hundred Eighty-Eight Thousand, Six Hundred Twenty and 65/100 Dollars ($188,620.65) of lawful money of the jurisdiction in which the Leased Premises are located, in equal monthly installments of Twenty Thousand, Nine Hundred Fifty-Seven and 85/100 Dollars ($20,957.85) each in advance on the first day of each month during the Term, the first payment to be made on the first day of September, 2009. Tenant shall also be obligated to and shall continue to pay Landlord during this period Tenant’s Share of Operating Costs above the Initial Operating Costs, as set forth in Article 3 of the lease.

Period	Rate PSF		Annual Rental			Monthly Rental
September 1, 2009 – May 31, 2010	$	17.39	$	251,494.18	*	$	20,957.85

* Based on a 12 month period.

     5. Binding Effect. This Agreement shall be governed by and construed in accordance with the laws of the State of Georgia, and shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, successors, representatives and assigns, but always subject, in the case of Tenant, to the limitations on assignment and sublease set forth in the Lease. In the event of any inconsistency or conflict between the terms of this Agreement and of the Lease, the terms hereof shall control. Time is of the essence of all of the terms of this Agreement.

     6. Continued Validity. Except as hereinabove provided, all other terms and conditions of the Lease shall remain unchanged and in full force and effect, and are hereby ratified and confirmed by Landlord and Tenant. Tenant hereby acknowledges and agrees that, as of the date hereof, the Lease is subject to no offsets, claims, counterclaims or defenses of any nature whatsoever.

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     7. Modifications. This Agreement may not be changed, modified, discharged or terminated orally in any manner other than by an agreement in writing signed by Landlord and Tenant or their respective heirs, representatives, successors and permitted assigns.

     8. Authority. The persons executing this Agreement on behalf of Landlord and Tenant do hereby personally represent and warrant that they each have the full right and authority to enter into this Agreement.

     IN WITNESS WHEREOF, the parties have set their hands and affixed their seals to this Agreement to be effective as of the day and year first above written.

“LANDLORD”:
JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.), a wholly owned subsidiary of Manulife Financial Corporation
	Per: Name:	/s/ Terry L. Gilliam Terry L. Gilliam
	Title:	AVP, Regional Director
“TENANT”:
ALIMERA SCIENCES, INC. a Delaware corporation
	Per: Name:	/s/ Dan Myers DAN MYERS
	Title:	PRES., CEO
		[CORPORATE SEAL]

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EX-10.19

Exhibit 10.19

ALIMERA SCIENCES, INC.

2005 INCENTIVE STOCK PLAN

INCENTIVE STOCK OPTION

OPTION CERTIFICATE

Alimera Sciences, Inc., a Delaware corporation (“Alimera”), in accordance with the Alimera Sciences, Inc. 2005 Incentive Stock Plan (the “Plan”), hereby grants an Option to Dan Myers who shall be referred to as “Employee”, to purchase from Alimera Three Hundred Seventy Five Thousand (375,000)¹ shares of Stock at an Option Price per share equal to $.39 which grant shall be subject to all of the terms and conditions set forth in this Option Certificate and in the Plan. This grant has been made as of October 12, 2006, which shall be referred to as the “Grant Date”. This Option is intended to satisfy the requirements of § 422 of the Code and thus is intended to be an ISO as that term is defined in the Plan.

	ALIMERA SCIENCES, INC.
	By:      /s/ Richard Eiswirth, Jr.
Acknowledged:	EMPLOYEE:
	/s/ Dan Myers
	[Signature]
	Date:      1/26/07

TERMS AND CONDITIONS

     § 1. Plan. This Option grant is subject to all the terms and conditions set forth in the Plan and this Option Certificate, and all the terms in this Option certificate which begin with a capital letter are either defined in this Option Certificate or in the Plan. If a determination is made that any term or condition set forth in this Option Certificate is inconsistent with the Plan, the Plan shall control. A copy of the Plan will be made available to Employee upon written request to the Chief Financial Officer of Alimera.

¹ Option has been transferred with respect to 187,500 shares to Deborah Myers pursuant to a Securities Transfer Agreement and Agreement to be Bound between the parties dated January 22, 2009.

     § 2. Vesting and Option Expiration.

(a) General Rule. Subject to § 2(b) and § 2(c), Employee’s right under this Option Certificate to exercise this Option shall vest with respect to:

(l)	1/4 of the shares of Stock which are subject to this Option on 11/22/2006, the Initial Vesting Date, provided Employee remains continuously employed by Alimera through the Initial Vesting Date; and
(2)	3/4 of the shares of Stock which are subject to this Option in equal increments quarterly over three years beginning on the date three (3) months from the initial vesting date provided he or she remains continuously employed by Alimera through the last day of each quarterly period.

(b) Option Expiration Rules.

(1) Non-Vested Shares. If Employee’s employment with Alimera terminates for any reason whatsoever, including death, disability (as determined by the committee) or retirement, while thee are any non-vested shares of Stock subject to this Option under § 2(a), then immediately upon such termination of employment this Option shall expire and shall have no further force or effect and be null and void with respect to such non-vested shares of Stock.

(2) Vested Shares. Employee’s right to exercise all or any part of this Option which has vested under § 2(a) shall expire no later than the tenth anniversary of the Grant Date. However, if Employee’s employment with Alimera terminates before the tenth anniversary of the Grant Date, Employee’s right to exercise any part of this Option which has vested under § 2(a) shall expire and shall have no further force or effect and shall be null and void at the end of the ninety (90) day period which starts on the date his or her employment terminates.

(c) Special Rules.

(1)	Change in Control. If there is a Change in Control of Alimera, this Option shall be subject to the provisions of § 14 of the Plan with respect to such Change in Control.
(2)	Affiliates. For purposes of this Option Certificate, any reference to Alimera shall include any Affiliate, Parent or Subsidiary or Alimera, and a transfer of employment between Alimera and any Affiliate, Parent or Subsidiary of Alimera or between any Affiliate, Parent or Subsidiary of Alimera shall not be treated as a termination of employment under the Plan or this Option Certificate.
(3)	Fractional Shares. Employee’s right to exercise this Option shall not

include a right to exercise this Option to purchase a fractional share of Stock. If Employee exercises this Option on any date when this Option includes a fractional share of Stock, his or her exercise right shall be rounded down to the nearest whole share of Stock and the fractional share shall be carried forward until that fractional share together with any other fractional shares can be combined to equal a whole share of Stock or this Option expires.

     § 3. Method of Exercise of Option. Employee may exercise this Option in whole or in part (to the extent this Option is otherwise exercisable under § 2 with respect to vested shares of Stock) only in accordance with the rules and procedures established from time to time by Alimera for the exercise of an Option. The Option Price shall be paid at exercise either in cash, by check acceptable to Alimera or through any cashless exercise/resale procedure which is implemented by a broker unrelated to Alimera through a sale of Stock in the open market and which is acceptable to the Committee, or in any combination of those forms of payment.

     § 4. Delivery and Other Laws. Alimera shall deliver appropriate and proper evidence of ownership of any Stock purchased pursuant to the exercise of this Option as soon as practicable after such exercise to the extent such delivery is then permissible under applicable law or rule or regulation, and such delivery discharge Alimera of all of its duties and responsibilities with respect to this Option.

     § 5. Nontransferable. Except as expressly authorized by the Committee, no rights granted under this Option shall be transferable by Employee other than by will or by the laws of descent and distribution, and the rights granted under this Option shall be exercisable during Employee’s lifetime only by Employee. The person or persons, if any, to whom this Option is transferred by will or by the laws of descent and distribution shall be treated after Employee’s death the same as Employee under this Option Certificate.

     § 6. No Right to Continue Service. Neither the Plan, this Option, nor any related material shall give Employee the right to continue in employment by Alimera or shall adversely affect the right of Alimera to terminate Employee’s employment with our without cause (as determined by the Committee) at any time.

     § 7. Stockholder Status. Employee shall have no rights as a stockholder with respect to any shares of Stock under this Option until such shares have been duly issued and delivered to Employee, and no adjustment shall be made for dividends of any kind or description whatsoever or for distributions of rights of any kind or description whatsoever respecting such Stock except as expressly set forth in the Plan.

     § 8. Governing Law. The Plan and this Option shall be governed by the laws of the State of Delaware.

     § 9. Binding Effect. This Option shall be binding upon Alimera and Employee and their respective heirs, executors, administrators and successors.

     § 10. Tax Withholding. This Option has been granted subject to the condition that Employee consents to whatever action the Committee directs to satisfy the minimum statutory federal and state withholding requirements, if any, which Alimera determines are applicable upon the exercise of this Option.

     § 11. References. Any references to sections (§) in this Option Certificate shall be to sections (§) of this Option Certificate unless otherwise expressly stated as part of such reference.

ALIMERA SCIENCES, INC.

2005 INCENTIVE STOCK PLAN

INCENTIVE STOCK OPTION

OPTION CERTIFICATE

Alimera Sciences, Inc., a Delaware corporation (“Alimera”), in accordance with the Alimera Sciences, Inc. 2005 Incentive Stock Plan (the “Plan”), hereby grants an Option to Dan Myers who shall be referred to as “Employee”, to purchase from Alimera Seven Hundred Fifty Six Thousand and One (756,001)¹ shares of Stock at an Option Price per share equal to $.41 which grant shall be subject to all of the terms and conditions set forth in this Option Certificate and in the Plan. This grant has been made as of December 13, 2007 which shall be referred to as the “Grant Date”. This Option is intended to satisfy the requirements of § 422 of the Code and thus is intended to be an ISO as that term is defined in the Plan.

	ALIMERA SCIENCES, INC.
	By:      /s/ Richard Eiswirth, Jr.
Acknowledged:	EMPLOYEE:
	/s/ Dan Myers
	[Signature]
	Date:      1/18/08

TERMS AND CONDITIONS

     § 1. Plan. This Option grant is subject to all the terms and conditions set forth in the Plan and this Option Certificate, and all the terms in this Option certificate which begin with a capital letter are either defined in this Option Certificate or in the Plan. If a determination is made that any term or condition set forth in this Option Certificate is inconsistent with the Plan, the Plan shall control. A copy of the Plan will be made available to Employee upon written request to the Chief Financial Officer of Alimera.

¹ Option has been transferred with respect to 151,200 shares to Deborah Myers pursuant to a Securities Transfer Agreement and Agreement to be Bound between the parties dated January 22, 2009.

     § 2. Vesting and Option Expiration.

(a) General Rule. Subject to § 2(b) and § 2(c), Employee’s right under this Option Certificate to exercise this Option shall vest with respect to:

(1)	1/4 of the shares of Stock which are subject to this Option on December 13, 2008, the Initial Vesting Date, provided Employee remains continuously employed by Alimera through the Initial Vesting Date; and
(2)	3/4 of the shares of Stock which are subject to this Option in equal increments quarterly over three years beginning on the date three (3) months from the initial vesting date provided he or she remains continuously employed by Alimera through the last day of each quarterly period.

(b) Option Expiration Rules.

(1)

Non-Vested Shares. If Employee’s employment with Alimera terminates for any reason whatsoever, including death, disability (as determined by the committee) or retirement, while thee are any non-vested shares of Stock subject to this Option under § 2(a), then immediately upon such termination of employment this Option shall expire and shall have no further force or effect and be null and void with respect to such non-vested shares of Stock.

(2)

Vested Shares. Employee’s right to exercise all or any part of this Option which has vested under § 2(a) shall expire no later than the tenth anniversary of the Grant Date. However, if Employee’s employment with Alimera terminates before the tenth anniversary of the Grant Date, Employee’s right to exercise any part of this Option which has vested under § 2(a) shall expire and shall have no further force or effect and shall be null and void at the end of the ninety (90) day period which starts on the date his or her employment terminates.

(c) Special Rules.

(1)	Change in Control. If there is a Change in Control of Alimera, this Option shall be subject to the provisions of § 14 of the Plan with respect to such Change in Control.
(2)	Affiliates. For purposes of this Option Certificate, any reference to Alimera shall include any Affiliate, Parent or Subsidiary or Alimera, and a transfer of employment between Alimera and any Affiliate, Parent or Subsidiary of Alimera or between any Affiliate, Parent or Subsidiary of Alimera shall not be treated as a termination of employment under the Plan or this Option Certificate.

(3) Fractional Shares. Employee’s right to exercise this Option shall not include a right to exercise this Option to purchase a fractional share of Stock. If Employee exercises this Option on any date when this Option includes a fractional share of Stock, his or her exercise right shall be rounded down to the nearest whole share of Stock and the fractional share shall be carried forward until that fractional share together with any other fractional shares can be combined to equal a whole share of Stock or this Option expires.

     § 3. Method of Exercise of Option. Employee may exercise this Option in whole or in part (to the extent this Option is otherwise exercisable under § 2 with respect to vested shares of Stock) only in accordance with the rules and procedures established from time to time by Alimera for the exercise of an Option. The Option Price shall be paid at exercise either in cash, by check acceptable to Alimera or through any cashless exercise/resale procedure which is implemented by a broker unrelated to Alimera through a sale of Stock in the open market and which is acceptable to the Committee, or in any combination of those forms of payment.

     § 4. Delivery and Other Laws. Alimera shall deliver appropriate and proper evidence of ownership of any Stock purchased pursuant to the exercise of this Option as soon as practicable after such exercise to the extent such delivery is then permissible under applicable law or rule or regulation, and such delivery discharge Alimera of all of its duties and responsibilities with respect to this Option.

     § 5. Nontransferable. Except as expressly authorized by the Committee, no rights granted under this Option shall be transferable by Employee other than by will or by the laws of descent and distribution, and the rights granted under this Option shall be exercisable during Employee’s lifetime only by Employee. The person or persons, if any, to whom this Option is transferred by will or by the laws of descent and distribution shall be treated after Employee’s death the same as Employee under this Option Certificate.

     § 6. No Right to Continue Service. Neither the Plan, this Option, nor any related material shall give Employee the right to continue in employment by Alimera or shall adversely affect the right of Alimera to terminate Employee’s employment with our without cause (as determined by the Committee) at any time.

     § 7. Stockholder Status. Employee shall have no rights as a stockholder with respect to any shares of Stock under this Option until such shares have been duly issued and delivered to Employee, and no adjustment shall be made for dividends of any kind or description whatsoever or for distributions of rights of any kind or description whatsoever respecting such Stock except as expressly set forth in the Plan.

     § 8. Governing Law. The Plan and this Option shall be governed by the laws of the State of Delaware.

     § 9. Binding Effect. This Option shall be binding upon Alimera and Employee and their respective heirs, executors, administrators and successors.

     § 10. Tax Withholding. This Option has been granted subject to the condition that Employee consents to whatever action the Committee directs to satisfy the minimum statutory federal and state withholding requirements, if any, which Alimera determines are applicable upon the exercise of this Option.

     § 11. References. Any references to sections (§) in this Option Certificate shall be to sections (§) of this Option Certificate unless otherwise expressly stated as part of such reference.

ALIMERA SCIENCES, INC.

2004 INCENTIVE STOCK PLAN

INCENTIVE STOCK OPTION

OPTION CERTIFICATE

Alimera Sciences, Inc., a Delaware corporation (“Alimera”), in accordance with the Alimera Sciences, Inc. 2004 Incentive Stock Plan (the “Plan”), hereby grants an Option to C. Daniel Myers, who shall be referred to as “Employee”, to purchase from Alimera 154,873¹ shares of Stock at an Option Price per share equal to $0.60, which grant shall be subject to all of the terms and conditions set forth in this Option Certificate and in the Plan. This grant has been made as of July 7, 2004, which shall be referred to as the “Grant Date”. This Option is intended to satisfy the requirements of § 422 of the Code and thus is intended to be an ISO as that term is defined in the Plan.

	ALIMERA SCIENCES, INC.
	By:      /s/ Daniel H. White
	Daniel H. White Vice President Finance and Business Development
Acknowledged:	EMPLOYEE:
	/s/ Dan Myers
	[Signature]
	Date:      9/21/04

TERMS AND CONDITIONS

     § 1. Plan. This Option grant is subject to all the terms and conditions set forth in the Plan and this Option Certificate, and all the terms in this Option Certificate which begin with a capital letter are either defined in this Option Certificate or in the Plan. If a determination

¹ Option has been transferred with respect to 77,437 shares to Deborah Myers pursuant to a Securities Transfer Agreement and Agreement to be Bound between the parties dated January 22, 2009.

is made that any term or condition set forth in this Option Certificate is inconsistent with the Plan, the Plan shall control. A copy of the Plan will be made available to Employee upon written request to the Chief Financial Officer of Alimera.

     § 2. Vesting and Option Expiration.

(a) General Rule. Subject to § 2(b) and § 2(c), Employee’s right under this Option Certificate to exercise this Option shall vest with respect to:

(1)	1/4 of the shares of Stock which are subject to this Option on the first anniversary of the Grant Date, provided Employee remains continuously employed by Alimera through the first anniversary of the Grant Date; and
(2)	1/12 of the shares of Stock which remain subject to this Option, and which do not vest on the first anniversary of the Grant Date, on the last day of each calendar quarter in the twelve calendar quarter period which starts on or after the first anniversary of the Grant Date, provided he or she remains continuously employed by Alimera through the last day of such calendar quarter.

(b) Option Expiration Rules.

(1)

Non-Vested Shares. If Employee’s employment with Alimera terminates for any reason whatsoever, including death, disability (as determined by the Committee) or retirement, while there are any non-vested shares of Stock subject to this Option under § 2(a), then immediately upon such termination of employment this Option shall expire and shall have no further force or effect and be null and void with respect to such non-vested shares of Stock.

(2)

Vested Shares. Employee’s right to exercise all or any part of this Option which has vested under § 2(a) shall expire no later than the tenth anniversary of the Grant Date. However, if Employee’s employment with Alimera terminates before the tenth anniversary of the Grant Date, Employee’s right to exercise any part of this Option which has vested under § 2(a) shall expire and shall have no further force or effect and shall be null and void at the end of the ninety (90) day period which starts on the date his or her employment terminates.

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(c) Special Rules.

(1)	Change in Control. If there is a Change in Control of Alimera, this Option shall be subject to the provisions of § 14 of the Plan with respect to such Change in Control.
(2)	Affiliates. For purposes of this Option Certificate, any reference to Alimera shall include any Affiliate, Parent or Subsidiary of Alimera, and a transfer of employment between Alimera and any Affiliate, Parent or Subsidiary of Alimera or between any Affiliate, Parent or Subsidiary of Alimera shall not be treated as a termination of employment under the Plan or this Option Certificate.
(3)	Fractional Shares. Employee’s right to exercise this Option shall not include a right to exercise this Option to purchase a fractional share of Stock. If Employee exercises this Option on any date when this Option includes a fractional share of Stock, his or her exercise right shall be rounded down to the nearest whole share of Stock and the fractional share shall be carried forward until that fractional share together with any other fractional shares can be combined to equal a whole share of Stock or this Option expires

     § 3. Method of Exercise of Option. Employee may exercise this Option in whole or in part (to the extent this Option is otherwise exercisable under § 2 with respect to vested shares of Stock) only in accordance with the rules and procedures established from time to time by Alimera for the exercise of an Option. The Option Price shall be paid at exercise either in cash, by check acceptable to Alimera or through any cashless exercise/resale procedure which is implemented by a broker unrelated to Alimera through a sale of Stock in the open market and which is acceptable to the Committee, or in any combination of these forms of payment.

     § 4. Delivery and Other Laws. Alimera shall deliver appropriate and proper evidence of ownership of any Stock purchased pursuant to the exercise of this Option as soon as practicable after such exercise to the extent such delivery is then permissible under applicable law or rule or regulation, and such delivery shall discharge Alimera of all of its duties and responsibilities with respect to this Option.

     § 5. Nontransferable. Except as expressly authorized by the Committee, no rights granted under this Option shall be transferable by Employee other than by will or by the laws of descent and distribution, and the rights granted under this Option shall be exercisable during Employee’s lifetime only by Employee. The person or persons, if any, to whom this

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Option is transferred by will or by the laws of descent and distribution shall be treated after Employee’s death the same as Employee under this Option Certificate.

     § 6. No Right to Continue Service. Neither the Plan, this Option, nor any related material shall give Employee the right to continue in employment by Alimera or shall adversely affect the right of Alimera to terminate Employee’s employment with or without cause (as determined by the Committee) at any time.

     § 7. Stockholder Status. Employee shall have no rights as a stockholder with respect to any shares of Stock under this Option until such shares have been duly issued and delivered to Employee, and no adjustment shall be made for dividends of any kind or description whatsoever or for distributions of rights of any kind or description whatsoever respecting such Stock except as expressly set forth in the Plan.

     § 8. Governing Law. The Plan and this Option shall be governed by the laws of the State of Delaware.

     § 9. Binding Effect. This Option shall be binding upon Alimera and Employee and their respective heirs, executors, administrators and successors.

     § 10. Tax Withholding. This Option has been granted subject to the condition that Employee consents to whatever action the Committee directs to satisfy the minimum statutory federal and state withholding requirements, if any, which Alimera determines are applicable upon the exercise of this Option.

     § 11. References. Any references to sections (§) in this Option Certificate shall be to sections (§) of this Option Certificate unless otherwise expressly stated as part of such reference.

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ALIMERA SCIENCES, INC.

2005 INCENTIVE STOCK PLAN

INCENTIVE STOCK OPTION

OPTION CERTIFICATE

Alimera Sciences, Inc., a Delaware corporation (“Alimera”), in accordance with the Alimera Sciences, Inc. 2005 Incentive Stock Plan (the “Plan”), hereby grants an Option to Dan Myers, who shall be referred to as “Employee”, to purchase from Alimera 375,000¹ (Three Hundred Seventy Five Thousand) shares of Stock at an Option Price per share equal to $.39 which grant shall be subject to all of the terms and conditions set forth in this Option Certificate and in the Plan. This grant has been made as of January 1, 2006, which shall be referred to as the “Grant Date”. This Option is intended to satisfy the requirements of § 422 of the Code and thus is intended to be an ISO as that term is defined in the Plan.

	ALIMERA SCIENCES, INC.
	By:      /s/ Richard Eiswirth
Acknowledged:	EMPLOYEE:
	/s/ Dan Myers
	[Signature]
	Date:      1/27/06

TERMS AND CONDITIONS

     § 1. Plan. This Option grant is subject to all the terms and conditions set forth in the Plan and this Option Certificate, and all the terms in this Option certificate which begin with a capital letter are either defined in this Option Certificate or in the Plan. If a determination is made that any term or condition set forth in this Option Certificate is inconsistent with the Plan, the Plan shall control. A copy of the Plan will be made available to Employee upon written request to the Chief Financial Officer of Alimera.

¹ Option has been transferred with respect to 187,500 shares to Deborah Myers pursuant to a Securities Transfer Agreement and Agreement to be Bound between the parties dated January 22, 2009.

     § 2. Vesting and Option Expiration.

(a) General Rule. Subject to § 2(b) and § 2(c), Employee’s right under this Option Certificate to exercise this Option shall vest with respect to:

(1)	1/4 of the shares of Stock which are subject to this Option on 11/22/2006, the Initial Vesting Date, provided Employee remains continuously employed by Alimera through the Initial Vesting Date; and
(2)	3/4 of the shares of Stock which are subject to this Option in equal increments quarterly over three years beginning on the date three (3) months from the initial vesting date provided he or she remains continuously employed by Alimera through the last day of each quarterly period.

(b) Option Expiration Rules.

(1)

Non-Vested Shares. If Employee’s employment with Alimera terminates for any reason whatsoever, including death, disability (as determined by the committee) or retirement, while thee are any non-vested shares of Stock subject to this Option under § 2(a), then immediately upon such termination of employment this Option shall expire and shall have no further force or effect and be null and void with respect to such non-vested shares of Stock.

(2)

Vested Shares. Employee’s right to exercise all or any part of this Option which has vested under § 2(a) shall expire no later than the tenth anniversary of the Grant Date. However, if Employee’s employment with Alimera terminates before the tenth anniversary of the Grant Date, Employee’s right to exercise any part of this Option which has vested under § 2(a) shall expire and shall have no further force or effect and shall be null and void at the end of the ninety (90) day period which starts on the date his or her employment terminates.

(c) Special Rules.

(1)	Change in Control. If there is a Change in Control of Alimera, this Option shall be subject to the provisions of § 14 of the Plan with respect to such Change in Control.
(2)	Affiliates. For purposes of this Option Certificate, any reference to Alimera shall include any Affiliate, Parent or Subsidiary or Alimera, and a transfer of employment between Alimera and any Affiliate, Parent or Subsidiary of Alimera or between any Affiliate, Parent or Subsidiary of Alimera shall not be treated as a termination of employment under the Plan or this Option Certificate.
(3)	Fractional Shares. Employee’s right to exercise this Option shall not

include a right to exercise this Option to purchase a fractional share of Stock. If Employee exercises this Option on any date when this Option includes a fractional share of Stock, his or her exercise right shall be rounded down to the nearest whole share of Stock and the fractional share shall be carried forward until that fractional share together with any other fractional shares can be combined to equal a whole share of Stock or this Option expires.

     § 3. Method of Exercise of Option. Employee may exercise this Option in whole or in part (to the extent this Option is otherwise exercisable under § 2 with respect to vested shares of Stock) only in accordance with the rules and procedures established from time to time by Alimera for the exercise of an Option. The Option Price shall be paid at exercise either in cash, by check acceptable to Alimera or through any cashless exercise/resale procedure which is implemented by a broker unrelated to Alimera through a sale of Stock in the open market and which is acceptable to the Committee, or in any combination of those forms of payment.

     § 4. Delivery and Other Laws. Alimera shall deliver appropriate and proper evidence of ownership of any Stock purchased pursuant to the exercise of this Option as soon as practicable after such exercise to the extent such delivery is then permissible under applicable law or rule or regulation, and such delivery discharge Alimera of all of its duties and responsibilities with respect to this Option.

     § 5. Nontransferable. Except as expressly authorized by the Committee, no rights granted under this Option shall be transferable by Employee other than by will or by the laws of descent and distribution, and the rights granted under this Option shall be exercisable during Employee’s lifetime only by Employee. The person or persons, if any, to whom this Option is transferred by will or by the laws of descent and distribution shall be treated after Employee’s death the same as Employee under this Option Certificate.

     § 6. No Right to Continue Service. Neither the Plan, this Option, nor any related material shall give Employee the right to continue in employment by Alimera or shall adversely affect the right of Alimera to terminate Employee’s employment with our without cause (as determined by the Committee) at any time.

     § 7. Stockholder Status. Employee shall have no rights as a stockholder with respect to any shares of Stock under this Option until such shares have been duly issued and delivered to Employee, and no adjustment shall be made for dividends of any kind or description whatsoever or for distributions of rights of any kind or description whatsoever respecting such Stock except as expressly set forth in the Plan.

     § 8. Governing Law. The Plan and this Option shall be governed by the laws of the State of Delaware.

     § 9. Binding Effect. This Option shall be binding upon Alimera and Employee and their respective heirs, executors, administrators and successors.

     § 10. Tax Withholding. This Option has been granted subject to the condition that Employee consents to whatever action the Committee directs to satisfy the minimum statutory federal and state withholding requirements, if any, which Alimera determines are applicable upon the exercise of this Option.

     § 11. References. Any references to sections (§) in this Option Certificate shall be to sections (§) of this Option Certificate unless otherwise expressly stated as part of such reference.

ALIMERA SCIENCES, INC.

2005 INCENTIVE STOCK PLAN

INCENTIVE STOCK OPTION

OPTION CERTIFICATE

Alimera Sciences, Inc., a Delaware corporation (“Alimera”), in accordance with the Alimera Sciences, Inc. 2005 Incentive Stock Plan (the “Plan”), hereby grants an Option to C. Daniel Myers, who shall be referred to as “Employee,” to purchase from Alimera One Hundred Five Thousand Nine Hundred Thirty-Seven (105,937) shares of Stock at an Option Price per share equal to $0.71 which grant shall be subject to all of the terms and conditions set forth in this Option Certificate and in the Plan. This grant has been made as of March 20, 2008, which shall be referred to as the “Grant Date”. This Option is intended to satisfy the requirements of § 422 of the Code and thus is intended to be an ISO as that term is defined in the Plan.

	ALIMERA SCIENCES, INC.
	By:
Acknowledged:	EMPLOYEE:
	[Signature]
	Date:

TERMS AND CONDITIONS

     § 1. Plan. This Option grant is subject to all the terms and conditions set forth in the Plan and this Option Certificate, and all the terms in this Option certificate which begin with a capital letter are either defined in this Option Certificate or in the Plan. If a determination is made that any term or condition set forth in this Option Certificate is inconsistent with the Plan, the Plan shall control. A copy of the Plan will be made available to Employee upon written request to the Chief Financial Officer of Alimera.

     § 2. Vesting and Option Expiration.

(a) General Rule. Subject to § 2(b) and § 2(c), Employee’s right under this Option Certificate to exercise this Option shall vest with respect to:

(1)	31,704 of the shares of Stock which are subject to this Option on March 20, 2010, the Initial Vesting Date, provided Employee remains continuously employed by Alimera through the Initial Vesting Date;
(2)	31,704 of the shares of Stock which are subject to this Option on March 20, 2011, provided Employee remains continuously employed by Alimera through such date; and
(3)	42,529 of the shares of Stock which are subject to this Option on March 20, 2012, provided Employee remains continuously employed by Alimera through such date.

(b) Option Expiration Rules.

(1)

Non-Vested Shares. If Employee’s employment with Alimera terminates for any reason whatsoever, including death, disability (as determined by the committee) or retirement, while thee are any non-vested shares of Stock subject to this Option under § 2(a), then immediately upon such termination of employment this Option shall expire and shall have no further force or effect and be null and void with respect to such non-vested shares of Stock.

(2)

Vested Shares. Employee’s right to exercise all or any part of this Option which has vested under § 2(a) shall expire no later than the tenth anniversary of the Grant Date. However, if Employee’s employment with Alimera terminates before the tenth anniversary of the Grant Date, Employee’s right to exercise any part of this Option which has vested under § 2(a) shall expire and shall have no further force or effect and shall be null and void at the end of the ninety (90) day period which starts on the date his or her employment terminates.

(c) Special Rules.

(1)	Change in Control. If there is a Change in Control of Alimera, this Option shall be subject to the provisions of § 14 of the Plan with respect to such Change in Control.
(2)	Affiliates. For purposes of this Option Certificate, any reference to Alimera shall include any Affiliate, Parent or Subsidiary or Alimera, and a transfer of employment between Alimera and any Affiliate, Parent or Subsidiary of Alimera or between any Affiliate, Parent or Subsidiary of Alimera shall not be treated as a termination of employment under the Plan or this Option Certificate.

(3) Fractional Shares. Employee’s right to exercise this Option shall not include a right to exercise this Option to purchase a fractional share of Stock. If Employee exercises this Option on any date when this Option includes a fractional share of Stock, his or her exercise right shall be rounded down to the nearest whole share of Stock and the fractional share shall be carried forward until that fractional share together with any other fractional shares can be combined to equal a whole share of Stock or this Option expires.

     § 3. Method of Exercise of Option. Employee may exercise this Option in whole or in part (to the extent this Option is otherwise exercisable under § 2 with respect to vested shares of Stock) only in accordance with the rules and procedures established from time to time by Alimera for the exercise of an Option. The Option Price shall be paid at exercise either in cash, by check acceptable to Alimera or through any cashless exercise/resale procedure which is implemented by a broker unrelated to Alimera through a sale of Stock in the open market and which is acceptable to the Committee, or in any combination of those forms of payment.

     § 4. Delivery and Other Laws. Alimera shall deliver appropriate and proper evidence of ownership of any Stock purchased pursuant to the exercise of this Option as soon as practicable after such exercise to the extent such delivery is then permissible under applicable law or rule or regulation, and such delivery discharge Alimera of all of its duties and responsibilities with respect to this Option.

     § 5. Nontransferable. Except as expressly authorized by the Committee, no rights granted under this Option shall be transferable by Employee other than by will or by the laws of descent and distribution, and the rights granted under this Option shall be exercisable during Employee’s lifetime only by Employee. The person or persons, if any, to whom this Option is transferred by will or by the laws of descent and distribution shall be treated after Employee’s death the same as Employee under this Option Certificate.

     § 6. No Right to Continue Service. Neither the Plan, this Option, nor any related material shall give Employee the right to continue in employment by Alimera or shall adversely affect the right of Alimera to terminate Employee’s employment with our without cause (as determined by the Committee) at any time.

     § 7. Stockholder Status. Employee shall have no rights as a stockholder with respect to any shares of Stock under this Option until such shares have been duly issued and delivered to Employee, and no adjustment shall be made for dividends of any kind or description whatsoever or for distributions of rights of any kind or description whatsoever respecting such Stock except as expressly set forth in the Plan.

     § 8. Governing Law. The Plan and this Option shall be governed by the laws of the State of Delaware.

     § 9. Binding Effect. This Option shall be binding upon Alimera and Employee and their respective heirs, executors, administrators and successors.

     § 10. Tax Withholding. This Option has been granted subject to the condition that Employee consents to whatever action the Committee directs to satisfy the minimum statutory federal and state withholding requirements, if any, which Alimera determines are applicable upon the exercise of this Option.

     § 11. References. Any references to sections (§) in this Option Certificate shall be to sections (§) of this Option Certificate unless otherwise expressly stated as part of such reference.

ALIMERA SCIENCES, INC.

2005 INCENTIVE STOCK PLAN

NON-INCENTIVE STOCK OPTION

OPTION CERTIFICATE

Alimera Sciences, Inc., a Delaware corporation (“Alimera”), in accordance with the Alimera Sciences, Inc. 2005 Incentive Stock Plan (the “Plan”), hereby grants an Option to C. Daniel Myers, who shall be referred to as “Employee,” to purchase from Alimera Five Hundred Seventy-Four Thousand Five Hundred Seventeen (574,517)¹ shares of Stock at an Option Price per share equal to $0.71, which grant shall be subject to all of the terms and conditions set forth in this Option Certificate and in the Plan. This grant has been made as of March 20, 2008 which shall be referred to as the “Grant Date.” This Option is not intended to satisfy the requirements of § 422 of the Code and thus shall be a Non-ISO as that term is defined in the Plan.

ALIMERA SCIENCES, INC.

By:

Acknowledged:

EMPLOYEE

[Signature]

Date:

TERMS AND CONDITIONS

     § 1 Plan. This Option grant is subject to all the terms and conditions set forth in the Plan and this Option Certificate, and all the terms in this Option Certificate which begin with a capital letter are either defined in this Option Certificate or in the Plan. If a determination is made that any term or condition set forth in this Option Certificate is inconsistent with the Plan,

¹ Option has been transferred with respect to 136,091 shares to Deborah Myers pursuant to a Securities Transfer Agreement and Agreement to be Bound between the parties dated January 22, 2009.

the Plan shall control. A copy of the Plan will be made available to Employee upon written request to the Chief Financial Officer of Alimera.

     § 2 Vesting and Option Expiration.

(a) Subject to § 2(b) and § 2(c), Employee’s right under this Option Certificate to exercise this Option shall vest with respect to:

(1)	170,114 of the shares of Stock which are subject to this Option on March 20, 2009, the Initial Vesting Date, provided Employee remains continuously employed by Alimera through the Initial Vesting Date;
(2)	127,585 of the shares of Stock which are subject to this Option in equal increments quarterly beginning on June 20, 2009 through December 20, 2009 provided he or she remains continuously employed by Alimera through the last day of each quarterly period;
(3)	10,824 of the shares of Stock which are subject to this Option on March 20, 2010, provided Employee remains continuously employed by Alimera through such date;
(4)	127,585 of the shares of Stock which are subject to this Option in equal increments quarterly beginning on June 20, 2010 through December 20, 2010 provided he or she remains continuously employed by Alimera through the last day of each quarterly period;
(5)	10,824 of the shares of Stock which are subject to this Option on March 20, 2011, provided Employee remains continuously employed by Alimera through such date; and
(6)	127,585 of the shares of Stock which are subject to this Option in equal increments quarterly beginning on June 20, 2011 through December 20, 2011 provided he or she remains continuously employed by Alimera through the last day of each quarterly period.

(b)	Option Expiration Rules. Employee’s right to exercise all or any part of this Option shall expire no later than the seventh anniversary of the Grant Date.
(c)	Special Rules.

(1)	Change in Control. If there is a Change in Control of Alimera, this Option shall be subject to the provisions of § 14 of the Plan with respect to such Change in Control.
(2)	Affiliates. For purposes of this Option Certificate, any reference to Alimera shall include any Affiliate, Parent or Subsidiary of Alimera.

(3) Fractional Shares. Employee’s right to exercise this Option shall not include a right to exercise this Option to purchase a fractional share of Stock. If Employee exercises this Option on any date when this Option includes a fractional share of Stock, his or her exercise right shall be rounded down to the nearest whole share of Stock and the fractional share shall be carried forward until that fractional share together with any other fractional shares can be combined to equal a whole share of Stock or this Option expires.

     § 3 Method of Exercise of Option. Employee may exercise this Option in whole or in part only in accordance with the rules and procedures established from time to time by Alimera for the exercise of an Option. The Option Price shall be paid at exercise either in cash, by check acceptable to Alimera or through any cashless exercise/resale procedure which is implemented by a broker unrelated to Alimera through a sale of Stock in the open market and which is acceptable to the Committee, or in any combination of these forms of payment.

     § 4 Delivery and Other Laws. Alimera shall deliver appropriate and proper evidence of ownership of any Stock purchased pursuant to the exercise of this Option as soon as practicable after such exercise to the extent such delivery is then permissible under applicable law or rule or regulation, and such delivery shall discharge Alimera of all of its duties and responsibilities with respect to this Option.

     § 5 Nontransferable. Except as expressly authorized by the Committee, no rights granted under this Option shall be transferable by Employee other than by will or by the laws of descent and distribution, and the rights granted under this Option shall be exercisable during Employee’s lifetime only by Employee. The person or persons, if any, to whom this Option is transferred by will or by the laws of descent and distribution shall be treated after Employee’s death the same as Employee under this Option Certificate.

     § 6 No Right to Continue Service. Neither the Plan, this Option, nor any related material shall give Employee the right to continue in service to Alimera or shall adversely affect the right of Alimera to terminate Employee’s service with or without cause (as determined by the Committee) at any time.

     § 7 Stockholder Status. Employee shall have no rights as a stockholder with respect to any shares of Stock under this Option until such shares have been duly issued and delivered to Employee, and no adjustment shall be made for dividends of any kind or description whatsoever or for distributions of rights of any kind or description whatsoever respecting such Stock except as expressly set forth in the Plan.

     § 8 Governing Law. The Plan and this Option shall be governed by the laws of the State of Delaware.

     § 9 Binding Effect. This Option shall be binding upon Alimera and Employee and their respective heirs, executors, administrators and successors.

     § 10 Tax Withholding. This Option has been granted subject to the condition that Employee consents to whatever action the Committee directs to satisfy the minimum statutory

federal and state withholding requirements, if any, which Alimera determines are applicable upon the exercise of this Option.

     § 11 References. Any references to sections (§) in this Option Certificate shall be to sections (§) of this Option Certificate unless otherwise expressly stated as part of such reference.

ALIMERA SCIENCES, INC.

2004 INCENTIVE STOCK PLAN

INCENTIVE STOCK OPTION

OPTION CERTIFICATE

Alimera Sciences, Inc., a Delaware corporation (“Alimera”), in accordance with the Alimera Sciences, Inc. 2004 Incentive Stock Plan (the “Plan”), hereby grants an Option to C. Daniel Myers, who shall be referred to as “Employee,” to purchase from Alimera Thirty-Nine Thousand One Hundred Thirty (39,130) shares of Stock at an Option Price per share equal to $1.18 which grant shall be subject to all of the terms and conditions set forth in this Option Certificate and in the Plan. This grant has been made as of August 25, 2009, which shall be referred to as the “Grant Date”. This Option is intended to satisfy the requirements of § 422 of the Code and thus is intended to be an ISO as that term is defined in the Plan.

	ALIMERA SCIENCES, INC.
	By:
Acknowledged:	EMPLOYEE:
	[Signature]
	Date:

TERMS AND CONDITIONS

     § 1. Plan. This Option grant is subject to all the terms and conditions set forth in the Plan and this Option Certificate, and all the terms in this Option certificate which begin with a capital letter are either defined in this Option Certificate or in the Plan. If a determination is made that any term or condition set forth in this Option Certificate is inconsistent with the Plan, the Plan shall control. A copy of the Plan will be made available to Employee upon written request to the Chief Financial Officer of Alimera.

     § 2. Vesting and Option Expiration.

(a) General Rule. Subject to § 2(b) and § 2(c), Employee’s right under this Option Certificate to exercise this Option shall vest with respect to:

(1) 39,130 of the shares of Stock which are subject to this Option in seven equal increments quarterly beginning on February 25, 2012 through August 25, 2013 provided Employee remains continuously employed by Alimera through the last day of each quarterly period.

(b) Option Expiration Rules.

(1)

Non-Vested Shares. If Employee’s employment with Alimera terminates for any reason whatsoever, including death, disability (as determined by the committee) or retirement, while there are any non-vested shares of Stock subject to this Option under § 2(a), then immediately upon such termination of employment this Option shall expire and shall have no further force or effect and be null and void with respect to such non-vested shares of Stock.

(2)

Vested Shares. Employee’s right to exercise all or any part of this Option which has vested under § 2(a) shall expire no later than the tenth anniversary of the Grant Date. However, if Employee’s employment with Alimera terminates before the tenth anniversary of the Grant Date, Employee’s right to exercise any part of this Option which has vested under § 2(a) shall expire and shall have no further force or effect and shall be null and void at the end of the ninety (90) day period which starts on the date his or her employment terminates.

(c) Special Rules.

(1)	Change in Control. If there is a Change in Control of Alimera, this Option shall be subject to the provisions of § 14 of the Plan with respect to such Change in Control.
(2)	Affiliates. For purposes of this Option Certificate, any reference to Alimera shall include any Affiliate, Parent or Subsidiary or Alimera, and a transfer of employment between Alimera and any Affiliate, Parent or Subsidiary of Alimera or between any Affiliate, Parent or Subsidiary of Alimera shall not be treated as a termination of employment under the Plan or this Option Certificate.
(3)	Fractional Shares. Employee’s right to exercise this Option shall not include a right to exercise this Option to purchase a fractional share of Stock. If Employee exercises this Option on any date when this Option includes a fractional share of Stock, his or her exercise right shall be rounded down to the nearest whole share of Stock and the fractional share shall be carried forward until that fractional share together with any other

fractional shares can be combined to equal a whole share of Stock or this Option expires.

     § 3. Method of Exercise of Option. Employee may exercise this Option in whole or in part (to the extent this Option is otherwise exercisable under § 2 with respect to vested shares of Stock) only in accordance with the rules and procedures established from time to time by Alimera for the exercise of an Option. The Option Price shall be paid at exercise either in cash, by check acceptable to Alimera or through any cashless exercise/resale procedure which is implemented by a broker unrelated to Alimera through a sale of Stock in the open market and which is acceptable to the Committee, or in any combination of those forms of payment.

     § 4. Delivery and Other Laws. Alimera shall deliver appropriate and proper evidence of ownership of any Stock purchased pursuant to the exercise of this Option as soon as practicable after such exercise to the extent such delivery is then permissible under applicable law or rule or regulation, and such delivery discharge Alimera of all of its duties and responsibilities with respect to this Option.

     § 5. Nontransferable. Except as expressly authorized by the Committee, no rights granted under this Option shall be transferable by Employee other than by will or by the laws of descent and distribution, and the rights granted under this Option shall be exercisable during Employee’s lifetime only by Employee. The person or persons, if any, to whom this Option is transferred by will or by the laws of descent and distribution shall be treated after Employee’s death the same as Employee under this Option Certificate.

     § 6. No Right to Continue Service. Neither the Plan, this Option, nor any related material shall give Employee the right to continue in employment by Alimera or shall adversely affect the right of Alimera to terminate Employee’s employment with our without cause (as determined by the Committee) at any time.

     § 7. Stockholder Status. Employee shall have no rights as a stockholder with respect to any shares of Stock under this Option until such shares have been duly issued and delivered to Employee, and no adjustment shall be made for dividends of any kind or description whatsoever or for distributions of rights of any kind or description whatsoever respecting such Stock except as expressly set forth in the Plan.

     § 8. Governing Law. The Plan and this Option shall be governed by the laws of the State of Delaware.

     § 9. Binding Effect. This Option shall be binding upon Alimera and Employee and their respective heirs, executors, administrators and successors.

     § 10. Tax Withholding. This Option has been granted subject to the condition that Employee consents to whatever action the Committee directs to satisfy the minimum statutory federal and state withholding requirements, if any, which Alimera determines are applicable upon the exercise of this Option.

     § 11. References. Any references to sections (§) in this Option Certificate shall be to sections (§) of this Option Certificate unless otherwise expressly stated as part of such reference.

ALIMERA SCIENCES, INC.

2005 INCENTIVE STOCK PLAN

INCENTIVE STOCK OPTION

OPTION CERTIFICATE

Alimera Sciences, Inc., a Delaware corporation (“Alimera”), in accordance with the Alimera Sciences, Inc. 2005 Incentive Stock Plan (the “Plan”), hereby grants an Option to C. Daniel Myers, who shall be referred to as “Employee,” to purchase from Alimera One Hundred Twenty One Thousand Six Hundred Thirty-Eight (121,638) shares of Stock at an Option Price per share equal to $1.18 which grant shall be subject to all of the terms and conditions set forth in this Option Certificate and in the Plan. This grant has been made as of August 25, 2009, which shall be referred to as the “Grant Date”. This Option is intended to satisfy the requirements of § 422 of the Code and thus is intended to be an ISO as that term is defined in the Plan.

	ALIMERA SCIENCES, INC.
	By:
Acknowledged:	EMPLOYEE:
	[Signature]
	Date:

TERMS AND CONDITIONS

     § 1. Plan. This Option grant is subject to all the terms and conditions set forth in the Plan and this Option Certificate, and all the terms in this Option certificate which begin with a capital letter are either defined in this Option Certificate or in the Plan. If a determination is made that any term or condition set forth in this Option Certificate is inconsistent with the Plan, the Plan shall control. A copy of the Plan will be made available to Employee upon written request to the Chief Financial Officer of Alimera.

     § 2. Vesting and Option Expiration.

(a) General Rule. Subject to § 2(b) and § 2(c), Employee’s right under this Option Certificate to exercise this Option shall vest with respect to:

(1)	16,968 of the shares of Stock which are subject to this Option shall vest on the two year anniversary of the date the Investor Majority, as defined in the Series C-1 Preferred Stock and Warrant Purchase Agreement (the “Purchase Agreement”), deliver to the Company a Mandatory Exercise Election, as defined in the Purchase Agreement, the Initial Vesting Date, provided Employee remains continuously employed by Alimera through the Initial Vesting Date;
(2)	16,968 of the shares of Stock which are subject to this Option shall vest on the date three months from such Initial Vesting Date, provided Employee remains continuously employed by Alimera through such date;
(3)	2,860 of the shares of Stock which are subject to this Option shall vest on the date six months form such Initial Vesting Date, provided Employee remains continuously employed by Alimera through such date; and
(4)	84,842 of the shares of Stock which are subject to this Option shall vest quarterly in five equal increments beginning on the date twelve months from the Initial Vesting Date, provided Employee remains continuously employed by Alimera through the last day of each quarterly period.

(b) Option Expiration Rules.

(1)

Non-Vested Shares. If Employee’s employment with Alimera terminates for any reason whatsoever, including death, disability (as determined by the committee) or retirement, while there are any non-vested shares of Stock subject to this Option under § 2(a), then immediately upon such termination of employment this Option shall expire and shall have no further force or effect and be null and void with respect to such non-vested shares of Stock.

(2)

Vested Shares. Employee’s right to exercise all or any part of this Option which has vested under § 2(a) shall expire no later than the tenth anniversary of the Grant Date. However, if Employee’s employment with Alimera terminates before the tenth anniversary of the Grant Date, Employee’s right to exercise any part of this Option which has vested under § 2(a) shall expire and shall have no further force or effect and shall be null and void at the end of the ninety (90) day period which starts on the date his or her employment terminates.

(c) Special Rules.

(1) Change in Control. If there is a Change in Control of Alimera, this Option

	shall be subject to the provisions of § 14 of the Plan with respect to such Change in Control.
(2)	Affiliates. For purposes of this Option Certificate, any reference to Alimera shall include any Affiliate, Parent or Subsidiary or Alimera, and a transfer of employment between Alimera and any Affiliate, Parent or Subsidiary of Alimera or between any Affiliate, Parent or Subsidiary of Alimera shall not be treated as a termination of employment under the Plan or this Option Certificate.
(3)	Fractional Shares. Employee’s right to exercise this Option shall not include a right to exercise this Option to purchase a fractional share of Stock. If Employee exercises this Option on any date when this Option includes a fractional share of Stock, his or her exercise right shall be rounded down to the nearest whole share of Stock and the fractional share shall be carried forward until that fractional share together with any other fractional shares can be combined to equal a whole share of Stock or this Option expires.

     § 3. Method of Exercise of Option. Employee may exercise this Option in whole or in part (to the extent this Option is otherwise exercisable under § 2 with respect to vested shares of Stock) only in accordance with the rules and procedures established from time to time by Alimera for the exercise of an Option. The Option Price shall be paid at exercise either in cash, by check acceptable to Alimera or through any cashless exercise/resale procedure which is implemented by a broker unrelated to Alimera through a sale of Stock in the open market and which is acceptable to the Committee, or in any combination of those forms of payment.

     § 4. Delivery and Other Laws. Alimera shall deliver appropriate and proper evidence of ownership of any Stock purchased pursuant to the exercise of this Option as soon as practicable after such exercise to the extent such delivery is then permissible under applicable law or rule or regulation, and such delivery discharge Alimera of all of its duties and responsibilities with respect to this Option.

     § 5. Nontransferable. Except as expressly authorized by the Committee, no rights granted under this Option shall be transferable by Employee other than by will or by the laws of descent and distribution, and the rights granted under this Option shall be exercisable during Employee’s lifetime only by Employee. The person or persons, if any, to whom this Option is transferred by will or by the laws of descent and distribution shall be treated after Employee’s death the same as Employee under this Option Certificate.

     § 6. No Right to Continue Service. Neither the Plan, this Option, nor any related material shall give Employee the right to continue in employment by Alimera or shall adversely affect the right of Alimera to terminate Employee’s employment with our without cause (as determined by the Committee) at any time.

     § 7. Stockholder Status. Employee shall have no rights as a stockholder with respect to any shares of Stock under this Option until such shares have been duly issued and delivered to Employee, and no adjustment shall be made for dividends of any kind or description whatsoever

or for distributions of rights of any kind or description whatsoever respecting such Stock except as expressly set forth in the Plan.

     § 8. Governing Law. The Plan and this Option shall be governed by the laws of the State of Delaware.

     § 9. Binding Effect. This Option shall be binding upon Alimera and Employee and their respective heirs, executors, administrators and successors.

     § 10. Tax Withholding. This Option has been granted subject to the condition that Employee consents to whatever action the Committee directs to satisfy the minimum statutory federal and state withholding requirements, if any, which Alimera determines are applicable upon the exercise of this Option.

     § 11. References. Any references to sections (§) in this Option Certificate shall be to sections (§) of this Option Certificate unless otherwise expressly stated as part of such reference.

ALIMERA SCIENCES, INC.

2004 INCENTIVE STOCK PLAN

NON-QUALIFIED INCENTIVE STOCK OPTION

OPTION CERTIFICATE

Alimera Sciences, Inc., a Delaware corporation (“Alimera”), in accordance with the Alimera Sciences, Inc. 2004 Incentive Stock Plan (the “Plan”), hereby grants an Option to C. Daniel Myers, who shall be referred to as “Employee,” to purchase from Alimera Fifty Thousand Three Hundred Nine (50,309) shares of Stock at an Option Price per share equal to $1.18, which grant shall be subject to all of the terms and conditions set forth in this Option Certificate and in the Plan. This grant has been made as of August 25, 2009 which shall be referred to as the “Grant Date.” This Option is not intended to satisfy the requirements of § 422 of the Code and thus shall be a Non-ISO as that term is defined in the Plan.

ALIMERA SCIENCES, INC.

By:

Acknowledged:

EMPLOYEE

[Signature]

Date:

TERMS AND CONDITIONS

     § 12 Plan. This Option grant is subject to all the terms and conditions set forth in the Plan and this Option Certificate, and all the terms in this Option Certificate which begin with a capital letter are either defined in this Option Certificate or in the Plan. If a determination is made that any term or condition set forth in this Option Certificate is inconsistent with the Plan, the Plan shall control. A copy of the Plan will be made available to Employee upon written request to the Chief Financial Officer of Alimera.

     § 13 Vesting and Option Expiration.

(a) Subject to § 2(b) and § 2(c), Employee’s right under this Option Certificate to exercise this Option shall vest with respect to:

(1)	22,359 of the shares of Stock which are subject to this Option on August 25, 2010, the Initial Vesting Date, provided Employee remains continuously employed by Alimera through the Initial Vesting Date; and
(2)	27,950 of the shares of Stock which are subject to this Option in five equal increments quarterly beginning on November 25, 2010 through November 25, 2011, provided he or she remains continuously employed by Alimera through the last day of each quarterly period.

(b)	Option Expiration Rules. Employee’s right to exercise all or any part of this Option shall expire no later than the seventh anniversary of the Grant Date.
(c)	Special Rules.

(1)	Change in Control. If there is a Change in Control of Alimera, this Option shall be subject to the provisions of § 14 of the Plan with respect to such Change in Control.
(2)	Affiliates. For purposes of this Option Certificate, any reference to Alimera shall include any Affiliate, Parent or Subsidiary of Alimera.
(3)	Fractional Shares. Employee’s right to exercise this Option shall not include a right to exercise this Option to purchase a fractional share of Stock. If Employee exercises this Option on any date when this Option includes a fractional share of Stock, his or her exercise right shall be rounded down to the nearest whole share of Stock and the fractional share shall be carried forward until that fractional share together with any other fractional shares can be combined to equal a whole share of Stock or this Option expires.

     § 14 Method of Exercise of Option. Employee may exercise this Option in whole or in part only in accordance with the rules and procedures established from time to time by Alimera for the exercise of an Option. The Option Price shall be paid at exercise either in cash, by check acceptable to Alimera or through any cashless exercise/resale procedure which is implemented by a broker unrelated to Alimera through a sale of Stock in the open market and which is acceptable to the Committee, or in any combination of these forms of payment.

     § 15 Delivery and Other Laws. Alimera shall deliver appropriate and proper evidence of ownership of any Stock purchased pursuant to the exercise of this Option as soon as practicable after such exercise to the extent such delivery is then permissible under applicable

law or rule or regulation, and such delivery shall discharge Alimera of all of its duties and responsibilities with respect to this Option.

     § 16 Nontransferable. Except as expressly authorized by the Committee, no rights granted under this Option shall be transferable by Employee other than by will or by the laws of descent and distribution, and the rights granted under this Option shall be exercisable during Employee’s lifetime only by Employee. The person or persons, if any, to whom this Option is transferred by will or by the laws of descent and distribution shall be treated after Employee’s death the same as Employee under this Option Certificate.

     § 17 No Right to Continue Service. Neither the Plan, this Option, nor any related material shall give Employee the right to continue in service to Alimera or shall adversely affect the right of Alimera to terminate Employee’s service with or without cause (as determined by the Committee) at any time.

     § 18 Stockholder Status. Employee shall have no rights as a stockholder with respect to any shares of Stock under this Option until such shares have been duly issued and delivered to Employee, and no adjustment shall be made for dividends of any kind or description whatsoever or for distributions of rights of any kind or description whatsoever respecting such Stock except as expressly set forth in the Plan.

     § 19 Governing Law. The Plan and this Option shall be governed by the laws of the State of Delaware.

     § 20 Binding Effect. This Option shall be binding upon Alimera and Employee and their respective heirs, executors, administrators and successors.

     § 21 Tax Withholding. This Option has been granted subject to the condition that Employee consents to whatever action the Committee directs to satisfy the minimum statutory federal and state withholding requirements, if any, which Alimera determines are applicable upon the exercise of this Option.

     § 22 References. Any references to sections (§) in this Option Certificate shall be to sections (§) of this Option Certificate unless otherwise expressly stated as part of such reference.

ALIMERA SCIENCES, INC.

2005 INCENTIVE STOCK PLAN

NON-QUALIFIED INCENTIVE STOCK OPTION

OPTION CERTIFICATE

Alimera Sciences, Inc., a Delaware corporation (“Alimera”), in accordance with the Alimera Sciences, Inc. 2005 Incentive Stock Plan (the “Plan”), hereby grants an Option to C. Daniel Myers, who shall be referred to as “Employee,” to purchase from Alimera One Hundred Forty-Nine Thousand Eight Hundred Fifty-Five (149,855) shares of Stock at an Option Price per share equal to $1.18, which grant shall be subject to all of the terms and conditions set forth in this Option Certificate and in the Plan. This grant has been made as of August 25, 2009 which shall be referred to as the “Grant Date.” This Option is not intended to satisfy the requirements of § 422 of the Code and thus shall be a Non-ISO as that term is defined in the Plan.

ALIMERA SCIENCES, INC.

By:

Acknowledged:

EMPLOYEE

[Signature]

Date:

TERMS AND CONDITIONS

     § 23 Plan. This Option grant is subject to all the terms and conditions set forth in the Plan and this Option Certificate, and all the terms in this Option Certificate which begin with a capital letter are either defined in this Option Certificate or in the Plan. If a determination is made that any term or condition set forth in this Option Certificate is inconsistent with the Plan, the Plan shall control. A copy of the Plan will be made available to Employee upon written request to the Chief Financial Officer of Alimera.

     § 24 Vesting and Option Expiration.

(a) Subject to § 2(b) and § 2(c), Employee’s right under this Option Certificate to exercise this Option shall vest with respect to:

(1)	67,873 of the shares of Stock which are subject to this Option vest upon the one year anniversary of the date the Investor Majority, as defined in the Series C-1 Preferred Stock and Warrant Purchase Agreement (the “Purchase Agreement”), deliver to the Company a Mandatory Exercise Election, as defined in the Purchase Agreement, the Initial Vesting Date, provided Employee remains continuously employed by Alimera through the Initial Vesting Date;
(2)	50,905 of the shares of Stock which are subject to this Option shall vest in three equal quarterly increments beginning on the date three months from the Initial Vesting Date, provided Employee remains continuously employed by Alimera through the last day of each quarterly period;
(3)	14,109 of the shares of Stock which are subject to this Option shall vest on the date eighteen months from the Initial Vesting Date, provided the Employee remains continuously employed by Alimera through such date; and
(4)	16,968 of the shares of Stock which are subject to this Option shall vest on the date twenty-one months from the Initial Vesting Date, provided the Employee remains continuously employed by Alimera through such date.

Option Expiration Rules. Employee’s right to exercise all or any part of this Option shall expire no later than the seventh anniversary of the Grant Date.

(b) Special Rules.

(1)	Change in Control. If there is a Change in Control of Alimera, this Option shall be subject to the provisions of § 14 of the Plan with respect to such Change in Control.
(2)	Affiliates. For purposes of this Option Certificate, any reference to Alimera shall include any Affiliate, Parent or Subsidiary of Alimera.
(3)	Fractional Shares. Employee’s right to exercise this Option shall not include a right to exercise this Option to purchase a fractional share of Stock. If Employee exercises this Option on any date when this Option includes a fractional share of Stock, his or her exercise right shall be rounded down to the nearest whole share of

Stock and the fractional share shall be carried forward until that fractional share together with any other fractional shares can be combined to equal a whole share of Stock or this Option expires.

     § 25 Method of Exercise of Option. Employee may exercise this Option in whole or in part only in accordance with the rules and procedures established from time to time by Alimera for the exercise of an Option. The Option Price shall be paid at exercise either in cash, by check acceptable to Alimera or through any cashless exercise/resale procedure which is implemented by a broker unrelated to Alimera through a sale of Stock in the open market and which is acceptable to the Committee, or in any combination of these forms of payment.

     § 26 Delivery and Other Laws. Alimera shall deliver appropriate and proper evidence of ownership of any Stock purchased pursuant to the exercise of this Option as soon as practicable after such exercise to the extent such delivery is then permissible under applicable law or rule or regulation, and such delivery shall discharge Alimera of all of its duties and responsibilities with respect to this Option.

     § 27 Nontransferable. Except as expressly authorized by the Committee, no rights granted under this Option shall be transferable by Employee other than by will or by the laws of descent and distribution, and the rights granted under this Option shall be exercisable during Employee’s lifetime only by Employee. The person or persons, if any, to whom this Option is transferred by will or by the laws of descent and distribution shall be treated after Employee’s death the same as Employee under this Option Certificate.

     § 28 No Right to Continue Service. Neither the Plan, this Option, nor any related material shall give Employee the right to continue in service to Alimera or shall adversely affect the right of Alimera to terminate Employee’s service with or without cause (as determined by the Committee) at any time.

     § 29 Stockholder Status. Employee shall have no rights as a stockholder with respect to any shares of Stock under this Option until such shares have been duly issued and delivered to Employee, and no adjustment shall be made for dividends of any kind or description whatsoever or for distributions of rights of any kind or description whatsoever respecting such Stock except as expressly set forth in the Plan.

     § 30 Governing Law. The Plan and this Option shall be governed by the laws of the State of Delaware.

     § 31 Binding Effect. This Option shall be binding upon Alimera and Employee and their respective heirs, executors, administrators and successors.

     § 32 Tax Withholding. This Option has been granted subject to the condition that Employee consents to whatever action the Committee directs to satisfy the minimum statutory federal and state withholding requirements, if any, which Alimera determines are applicable upon the exercise of this Option.

     § 33 References. Any references to sections (§) in this Option Certificate shall be to sections (§) of this Option Certificate unless otherwise expressly stated as part of such reference.

EX-10.20

Exhibit 10.20

ALIMERA SCIENCES, INC.

2005 INCENTIVE STOCK PLAN

INCENTIVE STOCK OPTION

OPTION CERTIFICATE

Alimera Sciences, Inc., a Delaware corporation (“Alimera”), in accordance with the Alimera Sciences, Inc. 2005 Incentive Stock Plan (the “Plan”), hereby grants an Option to Richard Eiswirth, Jr. who shall be referred to as “Employee”, to purchase from Alimera One Hundred Seventy Five Thousand (175,000) shares of Stock at an Option Price per share equal to $.39 which grant shall be subject to all of the terms and conditions set forth in this Option Certificate and in the Plan. This grant has been made as of October 12, 2006, which shall be referred to as the “Grant Date”. This Option is intended to satisfy the requirements of § 422 of the Code and thus is intended to be an ISO as that term is defined in the Plan.

	ALIMERA SCIENCES, INC.
	By:	/s/ Dan Myers
Acknowledged:	EMPLOYEE:
	/s/ Richard Eiswirth, Jr.
	[Signature]
	Date	1/17/2006

TERMS AND CONDITIONS

     § 1. Plan. This Option grant is subject to all the terms and conditions set forth in the Plan and this Option Certificate, and all the terms in this Option certificate which begin with a capital letter are either defined in this Option Certificate or in the Plan. If a determination is made that any term or condition set forth in this Option Certificate is inconsistent with the Plan, the Plan shall control. A copy of the Plan will be made available to Employee upon written request to the Chief Financial Officer of Alimera.

     § 2. Vesting and Option Expiration.

(a) General Rule. Subject to § 2(b) and § 2(c), Employee’s right under this Option Certificate to exercise this Option shall vest with respect to:

(1)	1/4 of the shares of Stock which are subject to this Option on 11/22/2007, the Initial Vesting Date, provided Employee remains continuously employed by Alimera through the Initial Vesting Date; and
(2)	3/4 of the shares of Stock which are subject to this Option in equal increments quarterly over three years beginning on the date three (3) months from the initial vesting date provided he or she remains continuously employed by Alimera through the last day of each quarterly period.

(b) Option Expiration Rules.

(1)

Non-Vested Shares. If Employee’s employment with Alimera terminates for any reason whatsoever, including death, disability (as determined by the committee) or retirement, while thee are any non-vested shares of Stock subject to this Option under § 2(a), then immediately upon such termination of employment this Option shall expire and shall have no further force or effect and be null and void with respect to such non-vested shares of Stock.

(2)

Vested Shares. Employee’s right to exercise all or any part of this Option which has vested under § 2(a) shall expire no later than the tenth anniversary of the Grant Date. However, if Employee’s employment with Alimera terminates before the tenth anniversary of the Grant Date, Employee’s right to exercise any part of this Option which has vested under § 2(a) shall expire and shall have no further force or effect and shall be null and void at the end of the ninety (90) day period which starts on the date his or her employment terminates.

(c) Special Rules.

(1)	Change in Control. If there is a Change in Control of Alimera, this Option shall be subject to the provisions of § 14 of the Plan with respect to such Change in Control.
(2)	Affiliates. For purposes of this Option Certificate, any reference to Alimera shall include any Affiliate, Parent or Subsidiary or Alimera, and a transfer of employment between Alimera and any Affiliate, Parent or Subsidiary of Alimera or between any Affiliate, Parent or Subsidiary of Alimera shall not be treated as a termination of employment under the Plan or this Option Certificate.

include a right to exercise this Option to purchase a fractional share of Stock. If Employee exercises this Option on any date when this Option includes a fractional share of Stock, his or her exercise right shall be rounded down to the nearest whole share of Stock and the fractional share shall be carried forward until that fractional share together with any other fractional shares can be combined to equal a whole share of Stock or this Option expires.

     § 3. Method of Exercise of Option. Employee may exercise this Option in whole or in part (to the extent this Option is otherwise exercisable under § 2 with respect to vested shares of Stock) only in accordance with the rules and procedures established from time to time by Alimera for the exercise of an Option. The Option Price shall be paid at exercise either in cash, by check acceptable to Alimera or through any cashless exercise/resale procedure which is implemented by a broker unrelated to Alimera through a sale of Stock in the open market and which is acceptable to the Committee, or in any combination of those forms of payment.

     § 4. Delivery and Other Laws. Alimera shall deliver appropriate and proper evidence of ownership of any Stock purchased pursuant to the exercise of this Option as soon as practicable after such exercise to the extent such delivery is then permissible under applicable law or rule or regulation, and such delivery discharge Alimera of all of its duties and responsibilities with respect to this Option.

     § 5. Nontransferable. Except as expressly authorized by the Committee, no rights granted under this Option shall be transferable by Employee other than by will or by the laws of descent and distribution, and the rights granted under this Option shall be exercisable during Employee’s lifetime only by Employee. The person or persons, if any, to whom this Option is transferred by will or by the laws of descent and distribution shall be treated after Employee’s death the same as Employee under this Option Certificate.

     § 6. No Right to Continue Service. Neither the Plan, this Option, nor any related material shall give Employee the right to continue in employment by Alimera or shall adversely affect the right of Alimera to terminate Employee’s employment with our without cause (as determined by the Committee) at any time.

     § 7. Stockholder Status. Employee shall have no rights as a stockholder with respect to any shares of Stock under this Option until such shares have been duly issued and delivered to Employee, and no adjustment shall be made for dividends of any kind or description whatsoever or for distributions of rights of any kind or description whatsoever respecting such Stock except as expressly set forth in the Plan.

     § 8. Governing Law. The Plan and this Option shall be governed by the laws of the State of Delaware.

     § 9. Binding Effect. This Option shall be binding upon Alimera and Employee and their respective heirs, executors, administrators and successors.

     § 10. Tax Withholding. This Option has been granted subject to the condition that Employee consents to whatever action the Committee directs to satisfy the minimum statutory federal and state withholding requirements, if any, which Alimera determines are applicable upon the exercise of this Option.

     § 11. References. Any references to sections (§) in this Option Certificate shall be to sections (§) of this Option Certificate unless otherwise expressly stated as part of such reference.

ALIMERA SCIENCES, INC.

2005 INCENTIVE STOCK PLAN

INCENTIVE STOCK OPTION

OPTION CERTIFICATE

Alimera Sciences, Inc., a Delaware corporation (“Alimera”), in accordance with the Alimera Sciences, Inc. 2005 Incentive Stock Plan (the “Plan”), hereby grants an Option to Richard Eiswirth, Jr. who shall be referred to as “Employee”, to purchase from Alimera One Hundred Fifty Thousand Five Hundred Seventy Nine (157,579) shares of Stock at an Option Price per share equal to $.71 which grant shall be subject to all of the terms and conditions set forth in this Option Certificate and in the Plan. This grant has been made as of March 20, 2008 which shall be referred to as the “Grant Date”. This Option is intended to satisfy the requirements of § 422 of the Code and thus is intended to be an ISO as that term is defined in the Plan.

	ALIMERA SCIENCES, INC.
	By:	/s/ Dan Myers
Acknowledged:	EMPLOYEE:
	/s/ [ILLEGIBLE]
	[Signature]
	Date	4/1/2008

TERMS AND CONDITIONS

     § 1. Plan. This Option grant is subject to all the terms and conditions set forth in the Plan and this Option Certificate, and all the terms in this Option certificate which begin with a capital letter are either defined in this Option Certificate or in the Plan. If a determination is made that any term or condition set forth in this Option Certificate is inconsistent with the Plan, the Plan shall control. A copy of the Plan will be made available to Employee upon written request to the Chief Financial Officer of Alimera.

     § 2. Vesting and Option Expiration.

(a) General Rule. Subject to § 2(b) and § 2(c), Employee’s right under this Option Certificate to exercise this Option shall vest with respect to:

(1)	1/4 of the shares of Stock which are subject to this Option on March 20 2009, the Initial Vesting Date, provided Employee remains continuously employed by Alimera through the Initial Vesting Date; and
(2)	3/4 of the shares of Stock which are subject to this Option in equal increments quarterly over three years beginning on the date three (3) months from the initial vesting date provided he or she remains continuously employed by Alimera through the last day of each quarterly period.

(b) Option Expiration Rules.

(1)

Non-Vested Shares. If Employee’s employment with Alimera terminates for any reason whatsoever, including death, disability (as determined by the committee) or retirement, while thee are any non-vested shares of Stock subject to this Option under § 2(a), then immediately upon such termination of employment this Option shall expire and shall have no further force or effect and be null and void with respect to such non-vested shares of Stock.

(2)

Vested Shares. Employee’s right to exercise all or any part of this Option which has vested under § 2(a) shall expire no later than the tenth anniversary of the Grant Date. However, if Employee’s employment with Alimera terminates before the tenth anniversary of the Grant Date, Employee’s right to exercise any part of this Option which has vested under § 2(a) shall expire and shall have no further force or effect and shall be null and void at the end of the ninety (90) day period which starts on the date his or her employment terminates.

(c) Special Rules.

(1)	Change in Control. If there is a Change in Control of Alimera, this Option shall be subject to the provisions of § 14 of the Plan with respect to such Change in Control.
(2)	Affiliates. For purposes of this Option Certificate, any reference to Alimera shall include any Affiliate, Parent or Subsidiary or Alimera, and a transfer of employment between Alimera and any Affiliate, Parent or Subsidiary of Alimera or between any Affiliate, Parent or Subsidiary of Alimera shall not be treated as a termination of employment under the Plan or this Option Certificate.

(3) Fractional Shares. Employee’s right to exercise this Option shall not include a right to exercise this Option to purchase a fractional share of Stock. If Employee exercises this Option on any date when this Option includes a fractional share of Stock, his or her exercise right shall be rounded down to the nearest whole share of Stock and the fractional share shall be carried forward until that fractional share together with any other fractional shares can be combined to equal a whole share of Stock or this Option expires.

     § 3. Method of Exercise of Option. Employee may exercise this Option in whole or in part (to the extent this Option is otherwise exercisable under § 2 with respect to vested shares of Stock) only in accordance with the rules and procedures established from time to time by Alimera for the exercise of an Option. The Option Price shall be paid at exercise either in cash, by check acceptable to Alimera or through any cashless exercise/resale procedure which is implemented by a broker unrelated to Alimera through a sale of Stock in the open market and which is acceptable to the Committee, or in any combination of those forms of payment.

     § 4. Delivery and Other Laws. Alimera shall deliver appropriate and proper evidence of ownership of any Stock purchased pursuant to the exercise of this Option as soon as practicable after such exercise to the extent such delivery is then permissible under applicable law or rule or regulation, and such delivery discharge Alimera of all of its duties and responsibilities with respect to this Option.

     § 5. Nontransferable. Except as expressly authorized by the Committee, no rights granted under this Option shall be transferable by Employee other than by will or by the laws of descent and distribution, and the rights granted under this Option shall be exercisable during Employee’s lifetime only by Employee. The person or persons, if any, to whom this Option is transferred by will or by the laws of descent and distribution shall be treated after Employee’s death the same as Employee under this Option Certificate.

     § 6. No Right to Continue Service. Neither the Plan, this Option, nor any related material shall give Employee the right to continue in employment by Alimera or shall adversely affect the right of Alimera to terminate Employee’s employment with our without cause (as determined by the Committee) at any time.

     § 7. Stockholder Status. Employee shall have no rights as a stockholder with respect to any shares of Stock under this Option until such shares have been duly issued and delivered to Employee, and no adjustment shall be made for dividends of any kind or description whatsoever or for distributions of rights of any kind or description whatsoever respecting such Stock except as expressly set forth in the Plan.

     § 8. Governing Law. The Plan and this Option shall be governed by the laws of the State of Delaware.

     § 9. Binding Effect. This Option shall be binding upon Alimera and Employee and their respective heirs, executors, administrators and successors.

     § 10. Tax Withholding. This Option has been granted subject to the condition that Employee consents to whatever action the Committee directs to satisfy the minimum statutory federal and state withholding requirements, if any, which Alimera determines are applicable upon the exercise of this Option.

     §11. References. Any references to sections (§) in this Option Certificate shall be to sections (§) of this Option Certificate unless otherwise expressly stated as part of such reference.

ALIMERA SCIENCES, INC.

2005 INCENTIVE STOCK PLAN

INCENTIVE STOCK OPTION

OPTION CERTIFICATE

Alimera Sciences, Inc., a Delaware corporation (“Alimera”), in accordance with the Alimera Sciences, Inc. 2005 Incentive Stock Plan (the “Plan”), hereby grants an Option to Richard Eiswirth who shall be referred to as “Employee”, to purchase from Alimera One Hundred Twelve Thousand Five Hundred and Eighteen (112,518) shares of Stock at an Option Price per share equal to $.41 which grant shall be subject to all of the terms and conditions set forth in this Option Certificate and in the Plan. This grant has been made as of December 13, 2007 which shall be referred to as the “Grant Date”. This Option is intended to satisfy the requirements of § 422 of the Code and thus is intended to be an ISO as that term is defined in the Plan.

	ALIMERA SCIENCES, INC.
	By:	/s/ Dan Myers
Acknowledged:	EMPLOYEE:
	/s/ Richard Eiswirth
	[Signature]
	Date	1/18/08

TERMS AND CONDITIONS

     § 1. Plan. This Option grant is subject to all the terms and conditions set forth in the Plan and this Option Certificate, and all the terms in this Option certificate which begin with a capital letter are either defined in this Option Certificate or in the Plan. If a determination is made that any term or condition set forth in this Option Certificate is inconsistent with the Plan, the Plan shall control. A copy of the Plan will be made available to Employee upon written request to the Chief Financial Officer of Alimera.

     § 2. Vesting and Option Expiration.

(a) General Rule. Subject to § 2(b) and § 2(c), Employee’s right under this Option Certificate to exercise this Option shall vest with respect to:

(1)	1/4 of the shares of Stock which are subject to this Option on December 13, 2008, the Initial Vesting Date, provided Employee remains continuously employed by Alimera through the Initial Vesting Date; and
(2)	3/4 of the shares of Stock which are subject to this Option in equal increments quarterly over three years beginning on the date three (3) months from the initial vesting date provided he or she remains continuously employed by Alimera through the last day of each quarterly period.

(b) Option Expiration Rules.

(1)

Non-Vested Shares. If Employee’s employment with Alimera terminates for any reason whatsoever, including death, disability (as determined by the committee) or retirement, while thee are any non-vested shares of Stock subject to this Option under § 2(a), then immediately upon such termination of employment this Option shall expire and shall have no further force or effect and be null and void with respect to such non-vested shares of Stock.

(2)

Vested Shares. Employee’s right to exercise all or any part of this Option which has vested under § 2(a) shall expire no later than the tenth anniversary of the Grant Date. However, if Employee’s employment with Alimera terminates before the tenth anniversary of the Grant Date, Employee’s right to exercise any part of this Option which has vested under § 2(a) shall expire and shall have no further force or effect and shall be null and void at the end of the ninety (90) day period which starts on the date his or her employment terminates.

(c) Special Rules.

(1)	Change in Control. If there is a Change in Control of Alimera, this Option shall be subject to the provisions of § 14 of the Plan with respect to such Change in Control.
(2)	Affiliates. For purposes of this Option Certificate, any reference to Alimera shall include any Affiliate, Parent or Subsidiary or Alimera, and a transfer of employment between Alimera and any Affiliate, Parent or Subsidiary of Alimera or between any Affiliate, Parent or Subsidiary of Alimera shall not be treated as a termination of employment under the Plan or this Option Certificate.

(3) Fractional Shares. Employee’s right to exercise this Option shall not include a right to exercise this Option to purchase a fractional share of Stock, If Employee exercises this Option on any date when this Option includes a fractional share of Stock, his or her exercise right shall be rounded down to the nearest whole share of Stock and the fractional share shall be carried forward until that fractional share together with any other fractional shares can be combined to equal a whole share of Stock or this Option expires.

     § 3. Method of Exercise of Option. Employee may exercise this Option in whole or in part (to the extent this Option is otherwise exercisable under § 2 with respect to vested shares of Stock) only in accordance with the rules and procedures established from time to time by Alimera for the exercise of an Option. The Option Price shall be paid at exercise either in cash, by check acceptable to Alimera or through any cashless exercise/resale procedure which is implemented by a broker unrelated to Alimera through a sale of Stock in the open market and which is acceptable to the Committee, or in any combination of those forms of payment.

     § 4. Delivery and Other Laws. Alimera shall deliver appropriate and proper evidence of ownership of any Stock purchased pursuant to the exercise of this Option as soon as practicable after such exercise to the extent such delivery is then permissible under applicable law or rule or regulation, and such delivery discharge Alimera of all of its duties and responsibilities with respect to this Option.

     § 5. Nontransferable. Except as expressly authorized by the Committee, no rights granted under this Option shall be transferable by Employee other than by will or by the laws of descent and distribution, and the rights granted under this Option shall be exercisable during Employee’s lifetime only by Employee. The person or persons, if any, to whom this Option is transferred by will or by the laws of descent and distribution shall be treated after Employee’s death the same as Employee under this Option Certificate.

     § 6. No Right to Continue Service. Neither the Plan, this Option, nor any related material shall give Employee the right to continue in employment by Alimera or shall adversely affect the right of Alimera to terminate Employee’s employment with our without cause (as determined by the Committee) at any time.

     § 7. Stockholder Status. Employee shall have no rights as a stockholder with respect to any shares of Stock under this Option until such shares have been duly issued and delivered to Employee, and no adjustment shall be made for dividends of any kind or description whatsoever or for distributions of rights of any kind or description whatsoever respecting such Stock except as expressly set forth in the Plan.

     § 8. Governing; Law. The Plan and this Option shall be governed by the laws of the State of Delaware.

     § 9. Binding Effect. This Option shall be binding upon Alimera and Employee and their respective heirs, executors, administrators and successors.

     § 10. Tax Withholding. This Option has been granted subject to the condition that Employee consents to whatever action the Committee directs to satisfy the minimum statutory federal and state withholding requirements, if any, which Alimera determines are applicable upon the exercise of this Option.

     § 11. References. Any references to sections (§) in this Option Certificate shall be to sections (§) of this Option Certificate unless otherwise expressly stated as part of such reference.

ALIMERA SCIENCES, INC.

2005 INCENTIVE STOCK PLAN

INCENTIVE STOCK OPTION

OPTION CERTIFICATE

Alimera Sciences, Inc., a Delaware corporation (“Alimera”), in accordance with the Alimera Sciences, Inc. 2005 Incentive Stock Plan (the “Plan”), hereby grants an Option to Richard Eiswirth, who shall be referred to as “Employee”, to purchase from Alimera 328,675 (Three Hundred Twenty Eight Thousand Six Hundred Seventy Five) shares of Stock at an Option Price per share equal to $.39 which grant shall be subject to all of the terms and conditions set forth in this Option Certificate and in the Plan. This grant has been made as of January 1, 2006, which shall be referred to as the “Grant Date”. This Option is intended to satisfy the requirements of § 422 of the Code and thus is intended to be an ISO as that term is defined in the Plan.

	ALIMERA SCIENCES, INC.
	By:	/s/ Dan Myers
Acknowledged:	EMPLOYEE:
	/s/ Richard Eiswirth
	[Signature]
	Date:	1/27/2006

TERMS AND CONDITIONS

     § 1. Plan. This Option grant is subject to all the terms and conditions set forth in the Plan and this Option Certificate, and all the terms in this Option certificate which begin with a capital letter are either defined in this Option Certificate or in the Plan. If a determination is made that any term or condition set forth in this Option Certificate is inconsistent with the Plan, the Plan shall control. A copy of the Plan will be made available to Employee upon written request to the Chief Financial Officer of Alimera.

     §2. Vesting and Option Expiration.

(a) General Rule. Subject to § 2(b) and § 2(c), Employee’s right under this Option Certificate to exercise this Option shall vest with respect to:

(1)	1/4of the shares of Stock which are subject to this Option on 10/31/2006, the Initial Vesting Date, provided Employee remains continuously employed by Alimera through the Initial Vesting Date; and
(2)	3/4 of the shares of Stock which are subject to this Option in equal increments quarterly over three years beginning on the date three (3) months from the initial vesting date provided he or she remains continuously employed by Alimera through the last day of each quarterly period.

(b) Option Expiration Rules.

(1)

Non-Vested Shares. If Employee’s employment with Alimera terminates for any reason whatsoever, including death, disability (as determined by the committee) or retirement, while thee are any non-vested shares of Stock subject to this Option under § 2(a), then immediately upon such termination of employment this Option shall expire and shall have no further force or effect and be null and void with respect to such non-vested shares of Stock.

(2)

Vested Shares. Employee’s right to exercise all or any part of this Option which has vested under § 2(a) shall expire no later than the tenth anniversary of the Grant Date. However, if Employee’s employment with Alimera terminates before the tenth anniversary of the Grant Date, Employee’s right to exercise any part of this Option which has vested under § 2(a) shall expire and shall have no further force or effect and shall be null and void at the end of the ninety (90) day period which starts on the date his or her employment terminates.

(c) Special Rules.

(1)	Change in Control. If there is a Change in Control of Alimera, this Option shall be subject to the provisions of § 14 of the Plan with respect to such Change in Control.
(2)	Affiliates. For purposes of this Option Certificate, any reference to Alimera shall include any Affiliate, Parent or Subsidiary or Alimera, and a transfer of employment between Alimera and any Affiliate, Parent or Subsidiary of Alimera or between any Affiliate, Parent or Subsidiary of Alimera shall not be treated as a termination of employment under the Plan or this Option Certificate.

include a right to exercise this Option to purchase a fractional share of Stock. If Employee exercises this Option on any date when this Option includes a fractional share of Stock, his or her exercise right shall be rounded down to the nearest whole share of Stock and the fractional share shall be carried forward until that fractional share together with any other fractional shares can be combined to equal a whole share of Stock or this Option expires.

     § 3. Method of Exercise of Option. Employee may exercise this Option in whole or in part (to the extent this Option is otherwise exercisable under § 2 with respect to vested shares of Stock) only in accordance with the rules and procedures established from time to time by Alimera for the exercise of an Option. The Option Price shall be paid at exercise either in cash, by check acceptable to Alimera or through any cashless exercise/resale procedure which is implemented by a broker unrelated to Alimera through a sale of Stock in the open market and which is acceptable to the Committee, or in any combination of those forms of payment.

     § 4. Delivery and Other Laws. Alimera shall deliver appropriate and proper evidence of ownership of any Stock purchased pursuant to the exercise of this Option as soon as practicable after such exercise to the extent such delivery is then permissible under applicable law or rule or regulation, and such delivery discharge Alimera of all of its duties and responsibilities with respect to this Option.

     § 5. Nontransferable. Except as expressly authorized by the Committee, no rights granted under this Option shall be transferable by Employee other than by will or by the laws of descent and distribution, and the rights granted under this Option shall be exercisable during Employee’s lifetime only by Employee. The person or persons, if any, to whom this Option is transferred by will or by the laws of descent and distribution shall be treated after Employee’s death the same as Employee under this Option Certificate.

     § 6. No Right to Continue Service. Neither the Plan, this Option, nor any related material shall give Employee the right to continue in employment by Alimera or shall adversely affect the right of Alimera to terminate Employee’s employment with our without cause (as determined by the Committee) at any time.

     § 7. Stockholder Status. Employee shall have no rights as a stockholder with respect to any shares of Stock under this Option until such shares have been duly issued and delivered to Employee, and no adjustment shall be made for dividends of any kind or description whatsoever or for distributions of rights of any kind or description whatsoever respecting such Stock except as expressly set forth in the Plan.

     § 8. Governing Law. The Plan and this Option shall be governed by the laws of the State of Delaware.

     § 9. Binding Effect. This Option shall be binding upon Alimera and Employee and their respective heirs, executors, administrators and successors.

     § 10. Tax Withholding. This Option has been granted subject to the condition that Employee consents to whatever action the Committee directs to satisfy the minimum statutory federal and state withholding requirements, if any, which Alimera determines are applicable upon the exercise of this Option.

     § 11. References. Any references to sections (§) in this Option Certificate shall be to sections (§) of this Option Certificate unless otherwise expressly stated as part of such reference.

STANDARD ISO GRANT — 4 YEAR VESTING

ALIMERA SCIENCES, INC.

2004 INCENTIVE STOCK PLAN

INCENTIVE STOCK OPTION

OPTION CERTIFICATE

Alimera Sciences, Inc., a Delaware corporation (“Alimera”), in accordance with the Alimera Sciences, Inc. 2005 Incentive Stock Plan (the “Plan”), hereby grants an Option to Richard S. Eiswirth, Jr., who shall be referred to as “Employee”, to purchase from Alimera 46,325 (Forty-Six Thousand Three Hundred and Twenty-Five) shares of Stock at an Option Price per share equal to $.60 which grant shall be subject to all of the terms and conditions set forth in this Option Certificate and in the Plan. This grant has been made as of October 31, 2005, which shall be referred to as the “Grant Date”. This Option is intended to satisfy the requirements of § 422 of the Code and thus is intended to be an ISO as that term is defined in the Plan.

	ALIMERA SCIENCES, INC.
	By:	/s/ Dan Myers
Acknowledged:	EMPLOYEE:
	/s/ Richard S. Eiswirth, Jr.
	[Signature]
	Date	10/31/2005

TERMS AND CONDITIONS

     § 1. Plan. This Option grant is subject to all the terms and conditions set forth in the Plan and this Option Certificate, and all the terms in this Option certificate which begin with a capital letter are either defined in this Option Certificate or in the Plan. If a determination is made that any term or condition set forth in this Option Certificate is inconsistent with the Plan, the Plan shall control. A copy of the Plan will be made available to Employee upon written request to the Chief Financial Officer of Alimera.

     § 2. Vesting and Option Expiration.

(a) General Rule. Subject to § 2(b) and § 2(c), Employee’s right under this Option Certificate to exercise this Option shall vest with respect to:

(1)	1/4 of the shares of Stock which are subject to this Option on the first anniversary of the Grant Date, provided Employee remains continuously employed by Alimera through the first anniversary of the Grant Date; and
(2)	1/12 of the shares of Stock which remain subject to this Option, and which do not vet on the first anniversary of the Grant Date, on the last day of each calendar quarter in the twelve calendar quarter period which starts on or after the first anniversary of the Grant Date, provided he or she remains continuously employed by Alimera through the last day of such calendar quarter.

(b) Option Expiration Rules.

(1)

Non-Vested Shares. If Employee’s employment with Alimera terminates for any reason whatsoever, including death, disability (as determined by the committee) or retirement, while thee are any non-vested shares of Stock subject to this Option under § 2(a), then immediately upon such termination of employment this Option shall expire and shall have no further force or effect and be null and void with respect to such non-vested shares of Stock.

(2)

Vested Shares. Employee’s right to exercise all or any part of this Option which has vested under § 2(a) shall expire no later than the tenth anniversary of the Grant Date. However, if Employee’s employment with Alimera terminates before the tenth anniversary of the Grant Date, Employee’s right to exercise any part of this Option which has vested under § 2(a) shall expire and shall have no further force or effect and shall be null and void at the end of the ninety (90) day period which starts on the date his or her employment terminates.

(c) Special Rules.

(1)	Change in Control. If there is a Change in Control of Alimera, this Option shall be subject to the provisions of § 14 of the Plan with respect to such Change in Control.
(2)	Affiliates. For purposes of this Option Certificate, any reference to Alimera shall include any Affiliate, Parent or Subsidiary or Alimera, and a transfer of employment between Alimera and any Affiliate, Parent or Subsidiary of Alimera or between any Affiliate, Parent or Subsidiary of Alimera shall not be treated as a termination of employment under the Plan or this Option Certificate.

(3) Fractional Shares. Employee’s right to exercise this Option shall not include a right to exercise this Option to purchase a fractional share of Stock. If Employee exercises this Option on any date when this Option includes a fractional share of Stock, his or her exercise right shall be rounded down to the nearest whole share of Stock and the fractional share shall be carried forward until that fractional share together with any other fractional shares can be combined to equal a whole share of Stock or this Option expires.

     § 3. Method of Exercise of Option. Employee may exercise this Option in whole or in part (to the extent this Option is otherwise exercisable under § 2 with respect to vested shares of Stock) only in accordance with the rules and procedures established from time to time by Alimera for the exercise of an Option. The Option Price shall be paid at exercise either in cash, by check acceptable to Alimera or through any cashless exercise/resale procedure which is implemented by a broker unrelated to Alimera through a sale of Stock in the open market and which is acceptable to the Committee, or in any combination of those forms of payment.

     § 4. Delivery and Other Laws. Alimera shall deliver appropriate and proper evidence of ownership of any Stock purchased pursuant to the exercise of this Option as soon as practicable after such exercise to the extent such delivery is then permissible under applicable law or rule or regulation, and such delivery discharge Alimera of all of its duties and responsibilities with respect to this Option.

     § 5. Nontransferable. Except as expressly authorized by the Committee, no rights granted under this Option shall be transferable by Employee other than by will or by the laws of descent and distribution, and the rights granted under this Option shall be exercisable during Employee’s lifetime only by Employee. The person or persons, if any, to whom this Option is transferred by will or by the laws of descent and distribution shall be treated after Employee’s death the same as Employee under this Option Certificate.

     § 6. No Right to Continue Service. Neither the Plan, this Option, nor any related material shall give Employee the right to continue in employment by Alimera or shall adversely affect the right of Alimera to terminate Employee’s employment with our without cause (as determined by the Committee) at any time.

     § 7. Stockholder Status. Employee shall have no rights as a stockholder with respect to any shares of Stock under this Option until such shares have been duly issued and delivered to Employee, and no adjustment shall be made for dividends of any kind or description whatsoever or for distributions of rights of any kind or description whatsoever respecting such Stock except as expressly set forth in the Plan.

     § 8. Governing Law. The Plan and this Option shall be governed by the laws of the State of Delaware.

     § 9. Binding Effect. This Option shall be binding upon Alimera and Employee and their respective heirs, executors, administrators and successors.

     § 10. Tax Withholding. This Option has been granted subject to the condition that Employee consents to whatever action the Committee directs to satisfy the minimum statutory federal and state withholding requirements, if any, which Alimera determines are applicable upon the exercise of this Option.

     § 11. References. Any references to sections (§) in this Option Certificate shall be to sections (§) of this Option Certificate unless otherwise expressly stated as part of such reference.

ALIMERA SCIENCES, INC.

2005 INCENTIVE STOCK PLAN

INCENTIVE STOCK OPTION

OPTION CERTIFICATE

Alimera Sciences, Inc., a Delaware corporation (“Alimera”), in accordance with the Alimera Sciences, Inc. 2005 Incentive Stock Plan (the “Plan”), hereby grants an Option to Richard Eiswirth, who shall be referred to as “Employee,” to purchase from Alimera Sixty-Two Thousand Five Hundred (62,500) shares of Stock at an Option Price per share equal to $1.14 which grant shall be subject to all of the terms and conditions set forth in this Option Certificate and in the Plan. This grant has been made as of June 25, 2008 which shall be referred to as the “Grant Date”. This Option is intended to satisfy the requirements of § 422 of the Code and thus is intended to be an ISO as that term is defined in the Plan.

	ALIMERA SCIENCES, INC.
	By:	/s/ Dan Myers
Acknowledged:	EMPLOYEE:
	/s/ Richard Eiswirth, Jr.
	[Signature]
	Date:		7/22/2008

TERMS AND CONDITIONS

     § 1.     Plan. This Option grant is subject to all the terms and conditions set forth in the Plan and this Option Certificate, and all the terms in this Option certificate which begin with a capital letter are either defined in this Option Certificate or in the Plan. If a determination is made that any term or condition set forth in this Option Certificate is inconsistent with the Plan, the Plan shall control. A copy of the Plan will be made available to Employee upon written request to the Chief Financial Officer of Alimera.

     § 2.     Vesting and Option Expiration.

(a) General Rule. Subject to § 2(b) and § 2(c), Employee’s right under this Option Certificate to exercise this Option shall vest with respect to 62,500 of the shares of Stock which are subject to this Option in equal increments quarterly beginning on March 25, 2010 through June 25, 2012 provided he or she remains continuously employed by Alimera through the last day of each quarterly period.

(b) Option Expiration Rules.

(1)

Non-Vested Shares. If Employee’s employment with Alimera terminates for any reason whatsoever, including death, disability (as determined by the committee) or retirement, while thee are any non-vested shares of Stock subject to this Option under § 2(a), then immediately upon such termination of employment this Option shall expire and shall have no further force or effect and be null and void with respect to such non-vested shares of Stock.

(2)

Vested Shares. Employee’s right to exercise all or any part of this Option which has vested under § 2(a) shall expire no later than the tenth anniversary of the Grant Date. However, if Employee’s employment with Alimera terminates before the tenth anniversary of the Grant Date, Employee’s right to exercise any part of this Option which has vested under § 2(a) shall expire and shall have no further force or effect and shall be null and void at the end of the ninety (90) day period which starts on the date his or her employment terminates.

(c) Special Rules.

(1)	Change in Control. If there is a Change in Control of Alimera, this Option shall be subject to the provisions of § 14 of the Plan with respect to such Change in Control.
(2)	Affiliates. For purposes of this Option Certificate, any reference to Alimera shall include any Affiliate, Parent or Subsidiary or Alimera, and a transfer of employment between Alimera and any Affiliate, Parent or Subsidiary of Alimera or between any Affiliate, Parent or Subsidiary of Alimera shall not be treated as a termination of employment under the Plan or this Option Certificate.
(3)	Fractional Shares. Employee’s right to exercise this Option shall not include a right to exercise this Option to purchase a fractional share of Stock. If Employee exercises this Option on any date when this Option includes a fractional share of Stock, his or her exercise right shall be rounded down to the nearest whole share of Stock and the fractional share shall be carried forward until that fractional share together with any other fractional shares can be combined to equal a whole share of Stock or this Option expires.

2

     § 3.     Method of Exercise of Option. Employee may exercise this Option in whole or in part (to the extent this Option is otherwise exercisable under § 2 with respect to vested shares of Stock) only in accordance with the rules and procedures established from time to time by Alimera for the exercise of an Option. The Option Price shall be paid at exercise either in cash, by check acceptable to Alimera or through any cashless exercise/resale procedure which is implemented by a broker unrelated to Alimera through a sale of Stock in the open market and which is acceptable to the Committee, or in any combination of those forms of payment.

     § 4.     Delivery and Other Laws. Alimera shall deliver appropriate and proper evidence of ownership of any Stock purchased pursuant to the exercise of this Option as soon as practicable after such exercise to the extent such delivery is then permissible under applicable law or rule or regulation, and such delivery discharge Alimera of all of its duties and responsibilities with respect to this Option.

     § 5.     Nontransferable. Except as expressly authorized by the Committee, no rights granted under this Option shall be transferable by Employee other than by will or by the laws of descent and distribution, and the rights granted under this Option shall be exercisable during Employee’s lifetime only by Employee. The person or persons, if any, to whom this Option is transferred by will or by the laws of descent and distribution shall be treated after Employee’s death the same as Employee under this Option Certificate.

     § 6.     No Right to Continue Service. Neither the Plan, this Option, nor any related material shall give Employee the right to continue in employment by Alimera or shall adversely affect the right of Alimera to terminate Employee’s employment with our without cause (as determined by the Committee) at any time.

     § 7.     Stockholder Status. Employee shall have no rights as a stockholder with respect to any shares of Stock under this Option until such shares have been duly issued and delivered to Employee, and no adjustment shall be made for dividends of any kind or description whatsoever or for distributions of rights of any kind or description whatsoever respecting such Stock except as expressly set forth in the Plan.

     § 8.     Governing Law. The Plan and this Option shall be governed by the laws of the State of Delaware.

     § 9.     Binding Effect. This Option shall be binding upon Alimera and Employee and their respective heirs, executors, administrators and successors.

     § 10.     Tax Withholding. This Option has been granted subject to the condition that Employee consents to whatever action the Committee directs to satisfy the minimum statutory federal and state withholding requirements, if any, which Alimera determines are applicable upon the exercise of this Option.

     § 11.     References. Any references to sections (§) in this Option Certificate shall be to sections (§) of this Option Certificate unless otherwise expressly stated as part of such reference.

3

ALIMERA SCIENCES, INC.

2005 INCENTIVE STOCK PLAN

NON-INCENTIVE STOCK OPTION

OPTION CERTIFICATE

Alimera Sciences, Inc., a Delaware corporation (“Alimera”), in accordance with the Alimera Sciences, Inc. 2005 Incentive Stock Plan (the “Plan”), hereby grants an Option to Richard Eiswirth, who shall be referred to as “Employee,” to purchase from Alimera Thirty-Seven Thousand Five Hundred (37,500) shares of Stock at an Option Price per share equal to $1.14, which grant shall be subject to all of the terms and conditions set forth in this Option Certificate and in the Plan. This grant has been made as of June 25, 2008 which shall be referred to as the “Grant Date.” This Option is not intended to satisfy the requirements of § 422 of the Code and thus shall be a Non-ISO as that term is defined in the Plan.

ALIMERA SCIENCES, INC.
By:	/s/ Dan Myers
Acknowledged: EMPLOYEE:
/s/ Richard Eiswirth, Jr.
[Signature]
Date:		7/22/2008

TERMS AND CONDITIONS

     § 1     Plan. This Option grant is subject to all the terms and conditions set forth in the Plan and this Option Certificate, and all the terms in this Option Certificate which begin with a capital letter are either defined in this Option Certificate or in the Plan. If a determination is made that any term or condition set forth in this Option Certificate is inconsistent with the Plan, the Plan shall control. A copy of the Plan will be made available to Employee upon written request to the Chief Financial Officer of Alimera.

     § 2     Vesting and Option Expiration.

(a) Subject to § 2(b) and § 2(c), Employee’s right under this Option Certificate to exercise this Option shall vest with respect to:

(1)	25,000 of the shares of Stock which are subject to this Option on June 25, 2009, the Initial Vesting Date, provided Employee remains continuously employed by Alimera through the Initial Vesting Date; and
(2)	12,500 of the shares of Stock which are subject to this Option in equal increments quarterly beginning on September 25, 2009 through December 25, 2009 provided he or she remains continuously employed by Alimera through the last day of each quarterly period.

(b)	Option Expiration Rules. Employee’s right to exercise all or any part of this Option shall expire no later than the seventh anniversary of the Grant Date.
(c)	Special Rules.

(1)	Change in Control. If there is a Change in Control of Alimera, this Option shall be subject to the provisions of § 14 of the Plan with respect to such Change in Control.
(2)	Affiliates. For purposes of this Option Certificate, any reference to Alimera shall include any Affiliate, Parent or Subsidiary of Alimera.
(3)	Fractional Shares. Employee’s right to exercise this Option shall not include a right to exercise this Option to purchase a fractional share of Stock. If Employee exercises this Option on any date when this Option includes a fractional share of Stock, his or her exercise right shall be rounded down to the nearest whole share of Stock and the fractional share shall be carried forward until that fractional share together with any other fractional shares can be combined to equal a whole share of Stock or this Option expires.

     § 3     Method of Exercise of Option. Employee may exercise this Option in whole or in part only in accordance with the rules and procedures established from time to time by Alimera for the exercise of an Option. The Option Price shall be paid at exercise either in cash, by check acceptable to Alimera or through any cashless exercise/resale procedure which is implemented by a broker unrelated to Alimera through a sale of Stock in the open market and which is acceptable to the Committee, or in any combination of these forms of payment.

     § 4     Delivery and Other Laws. Alimera shall deliver appropriate and proper evidence of ownership of any Stock purchased pursuant to the exercise of this Option as soon as practicable after such exercise to the extent such delivery is then permissible under applicable law or rule or regulation, and such delivery shall discharge Alimera of all of its duties and responsibilities with respect to this Option.

2

     § 5     Nontransferable. Except as expressly authorized by the Committee, no rights granted under this Option shall be transferable by Employee other than by will or by the laws of descent and distribution, and the rights granted under this Option shall be exercisable during Employee’s lifetime only by Employee. The person or persons, if any, to whom this Option is transferred by will or by the laws of descent and distribution shall be treated after Employee’s death the same as Employee under this Option Certificate.

     § 6     No Right to Continue Service. Neither the Plan, this Option, nor any related material shall give Employee the right to continue in service to Alimera or shall adversely affect the right of Alimera to terminate Employee’s service with or without cause (as determined by the Committee) at any time.

     § 7     Stockholder Status. Employee shall have no rights as a stockholder with respect to any shares of Stock under this Option until such shares have been duly issued and delivered to Employee, and no adjustment shall be made for dividends of any kind or description whatsoever or for distributions of rights of any kind or description whatsoever respecting such Stock except as expressly set forth in the Plan.

     § 8     Governing Law. The Plan and this Option shall be governed by the laws of the State of Delaware.

     § 9     Binding Effect. This Option shall be binding upon Alimera and Employee and their respective heirs, executors, administrators and successors.

     § 10     Tax Withholding. This Option has been granted subject to the condition that Employee consents to whatever action the Committee directs to satisfy the minimum statutory federal and state withholding requirements, if any, which Alimera determines are applicable upon the exercise of this Option.

     § 11     References. Any references to sections (§) in this Option Certificate shall be to sections (§) of this Option Certificate unless otherwise expressly stated as part of such reference.

3

ALIMERA SCIENCES, INC.

2004 INCENTIVE STOCK PLAN

INCENTIVE STOCK OPTION

OPTION CERTIFICATE

Alimera Sciences, Inc., a Delaware corporation (“Alimera”), in accordance with the Alimera Sciences, Inc. 2004 Incentive Stock Plan (the “Plan”), hereby grants an Option to Richard Eiswirth, who shall be referred to as “Employee,” to purchase from Alimera Eighteen Thousand Eight Hundred Eighty-Five (18,885) shares of Stock at an Option Price per share equal to $1.18 which grant shall be subject to all of the terms and conditions set forth in this Option Certificate and in the Plan. This grant has been made as of August 25, 2009, which shall be referred to as the “Grant Date”. This Option is intended to satisfy the requirements of § 422 of the Code and thus is intended to be an ISO as that term is defined in the Plan.

	ALIMERA SCIENCES, INC.
	By:
Acknowledged:	EMPLOYEE:
	[Signature]
	Date:

TERMS AND CONDITIONS

     § 1. Plan. This Option grant is subject to all the terms and conditions set forth in the Plan and this Option Certificate, and all the terms in this Option certificate which begin with a capital letter are either defined in this Option Certificate or in the Plan. If a determination is made that any term or condition set forth in this Option Certificate is inconsistent with the Plan, the Plan shall control. A copy of the Plan will be made available to Employee upon written request to the Chief Financial Officer of Alimera.

§ 2. Vesting and Option Expiration.

(a) General Rule. Subject to § 2(b) and § 2(c), Employee’s right under this Option Certificate to exercise this Option shall vest with respect to:

(1)	4,721 of the shares of Stock which are subject to this Option on August 25, 2010, the Initial Vesting Date, provided Employee remains continuously employed by Alimera through the Initial Vesting Date; and
(2)	14,164 of the shares of Stock which are subject to this Option in twelve equal increments quarterly beginning on November 25, 2010 through August 25, 2013 provided Employee remains continuously employed by Alimera through the last day of each quarterly period.

(b) Option Expiration Rules.

(1)

Non-Vested Shares. If Employee’s employment with Alimera terminates for any reason whatsoever, including death, disability (as determined by the committee) or retirement, while there are any non-vested shares of Stock subject to this Option under § 2(a), then immediately upon such termination of employment this Option shall expire and shall have no further force or effect and be null and void with respect to such non-vested shares of Stock.

(2)

Vested Shares. Employee’s right to exercise all or any part of this Option which has vested under § 2(a) shall expire no later than the tenth anniversary of the Grant Date. However, if Employee’s employment with Alimera terminates before the tenth anniversary of the Grant Date, Employee’s right to exercise any part of this Option which has vested under § 2(a) shall expire and shall have no further force or effect and shall be null and void at the end of the ninety (90) day period which starts on the date his or her employment terminates.

(c) Special Rules.

(1)	Change in Control. If there is a Change in Control of Alimera, this Option shall be subject to the provisions of § 14 of the Plan with respect to such Change in Control.
(2)	Affiliates. For purposes of this Option Certificate, any reference to Alimera shall include any Affiliate, Parent or Subsidiary or Alimera, and a transfer of employment between Alimera and any Affiliate, Parent or Subsidiary of Alimera or between any Affiliate, Parent or Subsidiary of Alimera shall not be treated as a termination of employment under the Plan or this Option Certificate.
(3)	Fractional Shares. Employee’s right to exercise this Option shall not include a right to exercise this Option to purchase a fractional share of

Stock. If Employee exercises this Option on any date when this Option includes a fractional share of Stock, his or her exercise right shall be rounded down to the nearest whole share of Stock and the fractional share shall be carried forward until that fractional share together with any other fractional shares can be combined to equal a whole share of Stock or this Option expires.

     § 3. Method of Exercise of Option. Employee may exercise this Option in whole or in part (to the extent this Option is otherwise exercisable under § 2 with respect to vested shares of Stock) only in accordance with the rules and procedures established from time to time by Alimera for the exercise of an Option. The Option Price shall be paid at exercise either in cash, by check acceptable to Alimera or through any cashless exercise/resale procedure which is implemented by a broker unrelated to Alimera through a sale of Stock in the open market and which is acceptable to the Committee, or in any combination of those forms of payment.

     § 4. Delivery and Other Laws. Alimera shall deliver appropriate and proper evidence of ownership of any Stock purchased pursuant to the exercise of this Option as soon as practicable after such exercise to the extent such delivery is then permissible under applicable law or rule or regulation, and such delivery discharge Alimera of all of its duties and responsibilities with respect to this Option.

     § 5. Nontransferable. Except as expressly authorized by the Committee, no rights granted under this Option shall be transferable by Employee other than by will or by the laws of descent and distribution, and the rights granted under this Option shall be exercisable during Employee’s lifetime only by Employee. The person or persons, if any, to whom this Option is transferred by will or by the laws of descent and distribution shall be treated after Employee’s death the same as Employee under this Option Certificate.

     § 6. No Right to Continue Service. Neither the Plan, this Option, nor any related material shall give Employee the right to continue in employment by Alimera or shall adversely affect the right of Alimera to terminate Employee’s employment with our without cause (as determined by the Committee) at any time.

     § 7. Stockholder Status. Employee shall have no rights as a stockholder with respect to any shares of Stock under this Option until such shares have been duly issued and delivered to Employee, and no adjustment shall be made for dividends of any kind or description whatsoever or for distributions of rights of any kind or description whatsoever respecting such Stock except as expressly set forth in the Plan.

     § 8. Governing Law. The Plan and this Option shall be governed by the laws of the State of Delaware.

     § 9. Binding Effect. This Option shall be binding upon Alimera and Employee and their respective heirs, executors, administrators and successors.

     § 10. Tax Withholding. This Option has been granted subject to the condition that Employee consents to whatever action the Committee directs to satisfy the minimum statutory federal and state withholding requirements, if any, which Alimera determines are applicable upon the exercise of this Option.

     § 11. References. Any references to sections (§) in this Option Certificate shall be to sections (§) of this Option Certificate unless otherwise expressly stated as part of such reference.

ALIMERA SCIENCES, INC.

2005 INCENTIVE STOCK PLAN

INCENTIVE STOCK OPTION

OPTION CERTIFICATE

Alimera Sciences, Inc., a Delaware corporation (“Alimera”), in accordance with the Alimera Sciences, Inc. 2005 Incentive Stock Plan (the “Plan”), hereby grants an Option to Richard Eiswirth, who shall be referred to as “Employee,” to purchase from Alimera Five Thousand Twenty-Eight (5,028) shares of Stock at an Option Price per share equal to $1.18 which grant shall be subject to all of the terms and conditions set forth in this Option Certificate and in the Plan. This grant has been made as of August 25, 2009 which shall be referred to as the “Grant Date”. This Option is intended to satisfy the requirements of § 422 of the Code and thus is intended to be an ISO as that term is defined in the Plan.

	ALIMERA SCIENCES, INC.
	By:
Acknowledged:	EMPLOYEE:
	[Signature]
	Date:

TERMS AND CONDITIONS

     § 1. Plan. This Option grant is subject to all the terms and conditions set forth in the Plan and this Option Certificate, and all the terms in this Option certificate which begin with a capital letter are either defined in this Option Certificate or in the Plan. If a determination is made that any term or condition set forth in this Option Certificate is inconsistent with the Plan, the Plan shall control. A copy of the Plan will be made available to Employee upon written request to the Chief Financial Officer of Alimera.

§ 2. Vesting and Option Expiration.

(a) General Rule. General Rule. Subject to § 2(b) and § 2(c), Employee’s right under this Option Certificate to exercise this Option shall vest with respect to:

(1)	1,257 of the shares of Stock which are subject to this Option on August 25, 2010, the Initial Vesting Date, provided Employee remains continuously employed by Alimera through the Initial Vesting Date; and
(2)	3,771 of the shares of Stock which are subject to this Option in twelve equal increments quarterly beginning on November 25, 2010 through August 25, 2013 provided Employee remains continuously employed by Alimera through the last day of each quarterly period.

(b) Option Expiration Rules.

(1)

Non-Vested Shares. If Employee’s employment with Alimera terminates for any reason whatsoever, including death, disability (as determined by the committee) or retirement, while there are any non-vested shares of Stock subject to this Option under § 2(a), then immediately upon such termination of employment this Option shall expire and shall have no further force or effect and be null and void with respect to such non-vested shares of Stock.

(2)

Vested Shares. Employee’s right to exercise all or any part of this Option which has vested under § 2(a) shall expire no later than the tenth anniversary of the Grant Date. However, if Employee’s employment with Alimera terminates before the tenth anniversary of the Grant Date, Employee’s right to exercise any part of this Option which has vested under § 2(a) shall expire and shall have no further force or effect and shall be null and void at the end of the ninety (90) day period which starts on the date his or her employment terminates.

(c) Special Rules.

(1)	Change in Control. If there is a Change in Control of Alimera, this Option shall be subject to the provisions of § 14 of the Plan with respect to such Change in Control.
(2)	Affiliates. For purposes of this Option Certificate, any reference to Alimera shall include any Affiliate, Parent or Subsidiary or Alimera, and a transfer of employment between Alimera and any Affiliate, Parent or Subsidiary of Alimera or between any Affiliate, Parent or Subsidiary of Alimera shall not be treated as a termination of employment under the Plan or this Option Certificate.
(3)	Fractional Shares. Employee’s right to exercise this Option shall not include a right to exercise this Option to purchase a fractional share of

Stock. If Employee exercises this Option on any date when this Option includes a fractional share of Stock, his or her exercise right shall be rounded down to the nearest whole share of Stock and the fractional share shall be carried forward until that fractional share together with any other fractional shares can be combined to equal a whole share of Stock or this Option expires.

     § 3. Method of Exercise of Option. Employee may exercise this Option in whole or in part (to the extent this Option is otherwise exercisable under § 2 with respect to vested shares of Stock) only in accordance with the rules and procedures established from time to time by Alimera for the exercise of an Option. The Option Price shall be paid at exercise either in cash, by check acceptable to Alimera or through any cashless exercise/resale procedure which is implemented by a broker unrelated to Alimera through a sale of Stock in the open market and which is acceptable to the Committee, or in any combination of those forms of payment.

     § 4. Delivery and Other Laws. Alimera shall deliver appropriate and proper evidence of ownership of any Stock purchased pursuant to the exercise of this Option as soon as practicable after such exercise to the extent such delivery is then permissible under applicable law or rule or regulation, and such delivery discharge Alimera of all of its duties and responsibilities with respect to this Option.

     § 5. Nontransferable. Except as expressly authorized by the Committee, no rights granted under this Option shall be transferable by Employee other than by will or by the laws of descent and distribution, and the rights granted under this Option shall be exercisable during Employee’s lifetime only by Employee. The person or persons, if any, to whom this Option is transferred by will or by the laws of descent and distribution shall be treated after Employee’s death the same as Employee under this Option Certificate.

     § 6. No Right to Continue Service. Neither the Plan, this Option, nor any related material shall give Employee the right to continue in employment by Alimera or shall adversely affect the right of Alimera to terminate Employee’s employment with our without cause (as determined by the Committee) at any time.

     § 7. Stockholder Status. Employee shall have no rights as a stockholder with respect to any shares of Stock under this Option until such shares have been duly issued and delivered to Employee, and no adjustment shall be made for dividends of any kind or description whatsoever or for distributions of rights of any kind or description whatsoever respecting such Stock except as expressly set forth in the Plan.

     § 8. Governing Law. The Plan and this Option shall be governed by the laws of the State of Delaware.

     § 9. Binding Effect. This Option shall be binding upon Alimera and Employee and their respective heirs, executors, administrators and successors.

     § 10. Tax Withholding. This Option has been granted subject to the condition that Employee consents to whatever action the Committee directs to satisfy the minimum statutory federal and state withholding requirements, if any, which Alimera determines are applicable upon the exercise of this Option.

     § 11. References. Any references to sections (§) in this Option Certificate shall be to sections (§) of this Option Certificate unless otherwise expressly stated as part of such reference.

ALIMERA SCIENCES, INC.

2005 INCENTIVE STOCK PLAN

INCENTIVE STOCK OPTION

OPTION CERTIFICATE

Alimera Sciences, Inc., a Delaware corporation (“Alimera”), in accordance with the Alimera Sciences, Inc. 2005 Incentive Stock Plan (the “Plan”), hereby grants an Option to Richard Eiswirth, who shall be referred to as “Employee,” to purchase from Alimera Sixty-One Thousand Nine Hundred Sixty-Eight (61,968) shares of Stock at an Option Price per share equal to $1.18 which grant shall be subject to all of the terms and conditions set forth in this Option Certificate and in the Plan. This grant has been made as of August 25, 2009, which shall be referred to as the “Grant Date”. This Option is intended to satisfy the requirements of § 422 of the Code and thus is intended to be an ISO as that term is defined in the Plan.

	ALIMERA SCIENCES, INC.
	By:
Acknowledged:	EMPLOYEE:
	[Signature]
	Date:

TERMS AND CONDITIONS

     § 1. Plan. This Option grant is subject to all the terms and conditions set forth in the Plan and this Option Certificate, and all the terms in this Option certificate which begin with a capital letter are either defined in this Option Certificate or in the Plan. If a determination is made that any term or condition set forth in this Option Certificate is inconsistent with the Plan, the Plan shall control. A copy of the Plan will be made available to Employee upon written request to the Chief Financial Officer of Alimera.

§ 2. Vesting and Option Expiration.

(a) General Rule. Subject to § 2(b) and § 2(c), Employee’s right under this Option Certificate to exercise this Option shall vest with respect to:

(1)	18,147 of the shares of Stock which are subject to this Option vest upon the one year anniversary of the date upon which the Investor Majority, as defined in the Series C-1 Preferred Stock and Warrant Purchase Agreement (the “Purchase Agreement”), deliver to the Company a Mandatory Exercise Election, as defined in the Purchase Agreement, the Initial Vesting Date, provided Employee remains continuously employed by Alimera through the Initial Vesting Date;
(2)	2,990 of the shares of Stock which are subject to this Option shall vest on the date three months from such Initial Vesting Date, provided Employee remains continuously employed by Alimera through such date; and
(3)	40,831 of the shares of Stock which are subject to this Option shall vest quarterly in nine equal increments beginning on the date twelve months from the Initial Vesting Date, provided Employee remains continuously employed by Alimera through the last day of each quarterly period.

(b) Option Expiration Rules.

(1)

Non-Vested Shares. If Employee’s employment with Alimera terminates for any reason whatsoever, including death, disability (as determined by the committee) or retirement, while there are any non-vested shares of Stock subject to this Option under § 2(a), then immediately upon such termination of employment this Option shall expire and shall have no further force or effect and be null and void with respect to such non-vested shares of Stock.

(2)

Vested Shares. Employee’s right to exercise all or any part of this Option which has vested under § 2(a) shall expire no later than the tenth anniversary of the Grant Date. However, if Employee’s employment with Alimera terminates before the tenth anniversary of the Grant Date, Employee’s right to exercise any part of this Option which has vested under § 2(a) shall expire and shall have no further force or effect and shall be null and void at the end of the ninety (90) day period which starts on the date his or her employment terminates.

(c) Special Rules.

(1) Change in Control. If there is a Change in Control of Alimera, this Option shall be subject to the provisions of § 14 of the Plan with respect to such Change in Control.

(2)

Affiliates. For purposes of this Option Certificate, any reference to Alimera shall include any Affiliate, Parent or Subsidiary or Alimera, and a transfer of employment between Alimera and any Affiliate, Parent or Subsidiary of Alimera or between any Affiliate, Parent or Subsidiary of Alimera shall not be treated as a termination of employment under the Plan or this Option Certificate.

(3)

Fractional Shares. Employee’s right to exercise this Option shall not include a right to exercise this Option to purchase a fractional share of Stock. If Employee exercises this Option on any date when this Option includes a fractional share of Stock, his or her exercise right shall be rounded down to the nearest whole share of Stock and the fractional share shall be carried forward until that fractional share together with any other fractional shares can be combined to equal a whole share of Stock or this Option expires.

     § 3. Method of Exercise of Option. Employee may exercise this Option in whole or in part (to the extent this Option is otherwise exercisable under § 2 with respect to vested shares of Stock) only in accordance with the rules and procedures established from time to time by Alimera for the exercise of an Option. The Option Price shall be paid at exercise either in cash, by check acceptable to Alimera or through any cashless exercise/resale procedure which is implemented by a broker unrelated to Alimera through a sale of Stock in the open market and which is acceptable to the Committee, or in any combination of those forms of payment.

     § 4. Delivery and Other Laws. Alimera shall deliver appropriate and proper evidence of ownership of any Stock purchased pursuant to the exercise of this Option as soon as practicable after such exercise to the extent such delivery is then permissible under applicable law or rule or regulation, and such delivery discharge Alimera of all of its duties and responsibilities with respect to this Option.

     § 5. Nontransferable. Except as expressly authorized by the Committee, no rights granted under this Option shall be transferable by Employee other than by will or by the laws of descent and distribution, and the rights granted under this Option shall be exercisable during Employee’s lifetime only by Employee. The person or persons, if any, to whom this Option is transferred by will or by the laws of descent and distribution shall be treated after Employee’s death the same as Employee under this Option Certificate.

     § 6. No Right to Continue Service. Neither the Plan, this Option, nor any related material shall give Employee the right to continue in employment by Alimera or shall adversely affect the right of Alimera to terminate Employee’s employment with our without cause (as determined by the Committee) at any time.

     § 7. Stockholder Status. Employee shall have no rights as a stockholder with respect to any shares of Stock under this Option until such shares have been duly issued and delivered to Employee, and no adjustment shall be made for dividends of any kind or description whatsoever or for distributions of rights of any kind or description whatsoever respecting such Stock except as expressly set forth in the Plan.

     § 8. Governing Law. The Plan and this Option shall be governed by the laws of the State of Delaware.

     § 9. Binding Effect. This Option shall be binding upon Alimera and Employee and their respective heirs, executors, administrators and successors.

     § 10. Tax Withholding. This Option has been granted subject to the condition that Employee consents to whatever action the Committee directs to satisfy the minimum statutory federal and state withholding requirements, if any, which Alimera determines are applicable upon the exercise of this Option.

     § 11. References. Any references to sections (§) in this Option Certificate shall be to sections (§) of this Option Certificate unless otherwise expressly stated as part of such reference.

ALIMERA SCIENCES, INC.

2005 INCENTIVE STOCK PLAN

NON-QUALIFIED INCENTIVE STOCK OPTION

OPTION CERTIFICATE

Alimera Sciences, Inc., a Delaware corporation (“Alimera”), in accordance with the Alimera Sciences, Inc. 2005 Incentive Stock Plan (the “Plan”), hereby grants an Option to Richard Eiswirth, who shall be referred to as “Employee,” to purchase from Alimera Ten Thousand Six Hundred Twenty (10,620) shares of Stock at an Option Price per share equal to $1.18, which grant shall be subject to all of the terms and conditions set forth in this Option Certificate and in the Plan. This grant has been made as of August 25, 2009 which shall be referred to as the “Grant Date.” This Option is not intended to satisfy the requirements of § 422 of the Code and thus shall be a Non-ISO as that term is defined in the Plan.

ALIMERA SCIENCES, INC.

By:

Acknowledged:

EMPLOYEE

[Signature]

Date:

TERMS AND CONDITIONS

     § 1 Plan. This Option grant is subject to all the terms and conditions set forth in the Plan and this Option Certificate, and all the terms in this Option Certificate which begin with a capital letter are either defined in this Option Certificate or in the Plan. If a determination is made that any term or condition set forth in this Option Certificate is inconsistent with the Plan, the Plan shall control. A copy of the Plan will be made available to Employee upon written request to the Chief Financial Officer of Alimera.

     § 2 Vesting and Option Expiration.

(a) Subject to § 2(b) and § 2(c), Employee’s right under this Option Certificate to exercise this Option shall vest with respect to:

(1)

1,546 of the shares of Stock which are subject to this Option vest on the date fifteen months from the date upon which the Investor Majority, as defined in the Series C-1 Preferred Stock and Warrant Purchase Agreement (the “Purchase Agreement”), deliver to the Company a Mandatory Exercise Election, as defined in the Purchase Agreement, the Initial Vesting Date, provided Employee remains continuously employed by Alimera through the Initial Vesting Date; and

(2)

9,074 of the shares of Stock which are subject to this Option shall vest quarterly in two equal increments beginning on the date three months from the Initial Vesting Date, provided Employee remains continuously employed by Alimera through the last day of each quarterly period.

Option Expiration Rules. Employee’s right to exercise all or any part of this Option shall expire no later than the seventh anniversary of the Grant Date.

(b) Special Rules.

(1)	Change in Control. If there is a Change in Control of Alimera, this Option shall be subject to the provisions of § 14 of the Plan with respect to such Change in Control.
(2)	Affiliates. For purposes of this Option Certificate, any reference to Alimera shall include any Affiliate, Parent or Subsidiary of Alimera.
(3)	Fractional Shares. Employee’s right to exercise this Option shall not include a right to exercise this Option to purchase a fractional share of Stock. If Employee exercises this Option on any date when this Option includes a fractional share of Stock, his or her exercise right shall be rounded down to the nearest whole share of Stock and the fractional share shall be carried forward until that fractional share together with any other fractional shares can be combined to equal a whole share of Stock or this Option expires.

     § 3 Method of Exercise of Option. Employee may exercise this Option in whole or in part only in accordance with the rules and procedures established from time to time by Alimera for the exercise of an Option. The Option Price shall be paid at exercise either in cash, by check acceptable to Alimera or through any cashless exercise/resale procedure which is implemented by a broker unrelated to Alimera through a sale of Stock in the open market and which is acceptable to the Committee, or in any combination of these forms of payment.

     § 4 Delivery and Other Laws. Alimera shall deliver appropriate and proper evidence of ownership of any Stock purchased pursuant to the exercise of this Option as soon as practicable after such exercise to the extent such delivery is then permissible under applicable law or rule or regulation, and such delivery shall discharge Alimera of all of its duties and responsibilities with respect to this Option.

     § 5 Nontransferable. Except as expressly authorized by the Committee, no rights granted under this Option shall be transferable by Employee other than by will or by the laws of descent and distribution, and the rights granted under this Option shall be exercisable during Employee’s lifetime only by Employee. The person or persons, if any, to whom this Option is transferred by will or by the laws of descent and distribution shall be treated after Employee’s death the same as Employee under this Option Certificate.

     § 6 No Right to Continue Service. Neither the Plan, this Option, nor any related material shall give Employee the right to continue in service to Alimera or shall adversely affect the right of Alimera to terminate Employee’s service with or without cause (as determined by the Committee) at any time.

     § 7 Stockholder Status. Employee shall have no rights as a stockholder with respect to any shares of Stock under this Option until such shares have been duly issued and delivered to Employee, and no adjustment shall be made for dividends of any kind or description whatsoever or for distributions of rights of any kind or description whatsoever respecting such Stock except as expressly set forth in the Plan.

     § 8 Governing Law. The Plan and this Option shall be governed by the laws of the State of Delaware.

     § 9 Binding Effect. This Option shall be binding upon Alimera and Employee and their respective heirs, executors, administrators and successors.

     § 10 Tax Withholding. This Option has been granted subject to the condition that Employee consents to whatever action the Committee directs to satisfy the minimum statutory federal and state withholding requirements, if any, which Alimera determines are applicable upon the exercise of this Option.

     § 11 References. Any references to sections (§) in this Option Certificate shall be to sections (§) of this Option Certificate unless otherwise expressly stated as part of such reference.

EX-10.21

Exhibit 10.21

ALIMERA SCIENCES, INC.

2005 INCENTIVE STOCK PLAN

INCENTIVE STOCK OPTION

OPTION CERTIFICATE

Alimera Sciences, Inc., a Delaware corporation (“Alimera”), in accordance with the Alimera Sciences, Inc. 2005 Incentive Stock Plan (the “Plan”), hereby grants an Option to Dave Holland who shall be referred to as “Employee”, to purchase from Alimera One Hundred Twelve Thousand Five Hundred (112,500) shares of Stock at an Option Price per share equal to $.39 which grant shall be subject to all of the terms and conditions set forth in this Option Certificate and in the Plan. This grant has been made as of October 12, 2006, which shall be referred to as the “Grant Date”. This Option is intended to satisfy the requirements of § 422 of the Code and thus is intended to be an ISO as that term is defined in the Plan.

	ALIMERA SCIENCES, INC.
	By:	/s/ Richard Eiswirth, Jr.
Acknowledged:	EMPLOYEE:
	/s/ Dave Holland
	[Signature]
	Date:	January 23, 2007

TERMS AND CONDITIONS

     § 1. Plan. This Option grant is subject to all the terms and conditions set forth in the Plan and this Option Certificate, and all the terms in this Option certificate which begin with a capital letter are either defined in this Option Certificate or in the Plan. If a determination is made that any term or condition set forth in this Option Certificate is inconsistent with the Plan, the Plan shall control. A copy of the Plan will be made available to Employee upon written request to the Chief Financial Officer of Alimera.

     § 2. Vesting and Option Expiration.

(a) General Rule. Subject to § 2(b) and § 2(c), Employee’s right under this Option Certificate to exercise this Option shall vest with respect to:

(1)	1/4 of the shares of Stock which are subject to this Option on 11/22/2006, the Initial Vesting Date, provided Employee remains continuously employed by Alimera through the Initial Vesting Date; and
(2)	3/4 of the shares of Stock which are subject to this Option in equal increments quarterly over three years beginning on the date three (3) months from the initial vesting date provided he or she remains continuously employed by Alimera through the last day of each quarterly period.

(b) Option Expiration Rules.

(1)

Non-Vested Shares. If Employee’s employment with Alimera terminates for any reason whatsoever, including death, disability (as determined by the committee) or retirement, while thee are any non-vested shares of Stock subject to this Option under § 2(a), then immediately upon such termination of employment this Option shall expire and shall have no further force or effect and be null and void with respect to such non-vested shares of Stock.

(2)

Vested Shares. Employee’s right to exercise all or any part of this Option which has vested under § 2(a) shall expire no later than the tenth anniversary of the Grant Date. However, if Employee’s employment with Alimera terminates before the tenth anniversary of the Grant Date, Employee’s right to exercise any part of this Option which has vested under § 2(a) shall expire and shall have no further force or effect and shall be null and void at the end of the ninety (90) day period which starts on the date his or her employment terminates.

(c) Special Rules.

(1)	Change in Control. If there is a Change in Control of Alimera, this Option shall be subject to the provisions of § 14 of the Plan with respect to such Change in Control.
(2)	Affiliates. For purposes of this Option Certificate, any reference to Alimera shall include any Affiliate, Parent or Subsidiary or Alimera, and a transfer of employment between Alimera and any Affiliate, Parent or Subsidiary of Alimera or between any Affiliate, Parent or Subsidiary of Alimera shall not be treated as a termination of employment under the Plan or this Option Certificate.
(3)	Fractional Shares. Employee’s right to exercise this Option shall not

include a right to exercise this Option to purchase a fractional share of Stock. If Employee exercises this Option on any date when this Option includes a fractional share of Stock, his or her exercise right shall be rounded down to the nearest whole share of Stock and the fractional share shall be carried forward until that fractional share together with any other fractional shares can be combined to equal a whole share of Stock or this Option expires.

     § 3. Method of Exercise of Option. Employee may exercise this Option in whole or in part (to the extent this Option is otherwise exercisable under § 2 with respect to vested shares of Stock) only in accordance with the rules and procedures established from time to time by Alimera for the exercise of an Option. The Option Price shall be paid at exercise either in cash, by check acceptable to Alimera or through any cashless exercise/resale procedure which is implemented by a broker unrelated to Alimera through a sale of Stock in the open market and which is acceptable to the Committee, or in any combination of those forms of payment.

     § 4. Delivery and Other Laws. Alimera shall deliver appropriate and proper evidence of ownership of any Stock purchased pursuant to the exercise of this Option as soon as practicable after such exercise to the extent such delivery is then permissible under applicable law or rule or regulation, and such delivery discharge Alimera of all of its duties and responsibilities with respect to this Option.

     § 5. Nontransferable. Except as expressly authorized by the Committee, no rights granted under this Option shall be transferable by Employee other than by will or by the laws of descent and distribution, and the rights granted under this Option shall be exercisable during Employee’s lifetime only by Employee. The person or persons, if any, to whom this Option is transferred by will or by the laws of descent and distribution shall be treated after Employee’s death the same as Employee under this Option Certificate.

     § 6. No Right to Continue Service. Neither the Plan, this Option, nor any related material shall give Employee the right to continue in employment by Alimera or shall adversely affect the right of Alimera to terminate Employee’s employment with our without cause (as determined by the Committee) at any time.

     § 7. Stockholder Status. Employee shall have no rights as a stockholder with respect to any shares of Stock under this Option until such shares have been duly issued and delivered to Employee, and no adjustment shall be made for dividends of any kind or description whatsoever or for distributions of rights of any kind or description whatsoever respecting such Stock except as expressly set forth in the Plan.

     § 8. Governing Law. The Plan and this Option shall be governed by the laws of the State of Delaware.

     § 9. Binding Effect. This Option shall be binding upon Alimera and Employee and their respective heirs, executors, administrators and successors.

     § 10. Tax Withholding. This Option has been granted subject to the condition that Employee consents to whatever action the Committee directs to satisfy the minimum statutory federal and state withholding requirements, if any, which Alimera determines are applicable upon the exercise of this Option.

     § 11. References. Any references to sections (§) in this Option Certificate shall be to sections (§) of this Option Certificate unless otherwise expressly stated as part of such reference.

ALIMERA SCIENCES, INC.

2005 INCENTIVE STOCK PLAN

INCENTIVE STOCK OPTION

OPTION CERTIFICATE

Alimera Sciences, Inc., a Delaware corporation (“Alimera”), in accordance with the Alimera Sciences, Inc. 2005 Incentive Stock Plan (the “Plan”), hereby grants an Option to David Holland who shall be referred to as “Employee”, to purchase from Alimera One Hundred Seventy One Thousand Nine Hundred and Four (171,904) shares of Stock at an Option Price per share equal to $.71 which grant shall be subject to all of the terms and conditions set forth in tins Option Certificate and in the Plan. This grant has been made as of March 20, 2008 which shall be referred to as the “Grant Date”. This Option is intended to satisfy the requirements of § 422 of the Code and thus is intended to be an ISO as that term is defined in the Plan.

	ALIMERA SCIENCES, INC.
	By:	/s/ Richard Eiswirth, Jr.
Acknowledged:	EMPLOYEE:
	/s/ David Holland
	[Signature]
	Date:	3.31.08

TERMS AND CONDITIONS

     § 1. Plan. This Option grant is subject to all the terms and conditions set forth in the Plan and this Option Certificate, and all the terms in this Option certificate which begin with a capital letter are either defined in this Option Certificate or in the Plan. If a determination is made that any term or condition set forth in this Option Certificate is inconsistent with the Plan, the Plan shall control. A copy of the Plan will be made available to Employee upon written request to the Chief Financial Officer of Alimera.

     § 2. Vesting and Option Expiration.

(a) General Rule. Subject to § 2(b) and § 2(c), Employee’s right under this Option Certificate to exercise this Option shall vest with respect to:

(1)	1/4 of the shares of Stock which are subject to this Option on March 20 2009, the Initial Vesting Date, provided Employee remains continuously employed by Alimera through the Initial Vesting Date; and
(2)	3/4 of the shares of Stock which are subject to this Option in equal increments quarterly over three years beginning on the date three (3) months from the initial vesting date provided he or she remains continuously employed by Alimera through the last day of each quarterly period.

(b) Option Expiration Rules.

(1)

Non-Vested Shares. If Employee’s employment with Alimera terminates for any reason whatsoever, including death, disability (as determined by the committee) or retirement, while thee are any non-vested shares of Stock subject to this Option under § 2(a), then immediately upon such termination of employment this Option shall expire and shall have no further force or effect and be null and void with respect to such non-vested shares of Stock.

(2)

Vested Shares. Employee’s right to exercise all or any part of this Option which has vested under § 2(a) shall expire no later than the tenth anniversary of the Grant Date. However, if Employee’s employment with Alimera terminates before the tenth anniversary of the Grant Date, Employee’s right to exercise any part of this Option which has vested under § 2(a) shall expire and shall have no further force or effect and shall be null and void at the end of the ninety (90) day period which starts on the date his or her employment terminates.

(c) Special Rules.

(1)	Change in Control. If there is a Change in Control of Alimera, this Option shall be subject to the provisions of § 14 of the Plan with respect to such Change in Control.
(2)	Affiliates. For purposes of this Option Certificate, any reference to Alimera shall include any Affiliate, Parent or Subsidiary or Alimera, and a transfer of employment between Alimera and any Affiliate, Parent or Subsidiary of Alimera or between any Affiliate, Parent or Subsidiary of Alimera shall not be treated as a termination of employment under the Plan or this Option Certificate.

(3) Fractional Shares. Employee’s right to exercise this Option shall not include a right to exercise this Option to purchase a fractional share of Stock. If Employee exercises this Option on any date when this Option includes a fractional share of Stock, his or her exercise right shall be rounded down to the nearest whole share of Stock and the fractional share shall be carried forward until that fractional share together with any other fractional shares can be combined to equal a whole share of Stock or this Option expires.

     § 3. Method of Exercise of Option. Employee may exercise this Option in whole or in part (to the extent this Option is otherwise exercisable under § 2 with respect to vested shares of Stock) only in accordance with the rules and procedures established from time to time by Alimera for the exercise of an Option. The Option Price shall be paid at exercise either in cash, by check acceptable to Alimera or through any cashless exercise/resale procedure which is implemented by a broker unrelated to Alimera through a sale of Stock in the open market and which is acceptable to the Committee, or in any combination of those forms of payment.

     § 4. Delivery and Other Laws. Alimera shall deliver appropriate and proper evidence of ownership of any Stock purchased pursuant to the exercise of this Option as soon as practicable after such exercise to the extent such delivery is then permissible under applicable law or rule or regulation, and such delivery discharge Alimera of all of its duties and responsibilities with respect to this Option.

     § 5. Nontransferable. Except as expressly authorized by the Committee, no rights granted under this Option shall be transferable by Employee other than by will or by the laws of descent and distribution, and the rights granted under this Option shall be exercisable during Employee’s lifetime only by Employee. The person or persons, if any, to whom this Option is transferred by will or by the laws of descent and distribution shall be treated after Employee’s death the same as Employee under this Option Certificate.

     § 6. No Right to Continue Service. Neither the Plan, this Option, nor any related material shall give Employee the right to continue in employment by Alimera or shall adversely affect the right of Alimera to terminate Employee’s employment with our without cause (as determined by the Committee) at any time.

     § 7. Stockholder Status. Employee shall have no rights as a stockholder with respect to any shares of Stock under this Option until such shares have been duly issued and delivered to Employee, and no adjustment shall be made for dividends of any kind or description whatsoever or for distributions of rights of any kind or description whatsoever respecting such Stock except as expressly set forth in the Plan.

     § 8. Governing Law. The Plan and this Option shall be governed by the laws of the State of Delaware.

     § 9. Binding Effect. This Option shall be binding upon Alimera and Employee and their respective heirs, executors, administrators and successors.

     § 10. Tax Withholding. This Option has been granted subject to the condition that Employee consents to whatever action the Committee directs to satisfy the minimum statutory federal and state withholding requirements, if any, which Alimera determines are applicable upon the exercise of this Option.

     § 11. References. Any references to sections (§) in this Option Certificate shall be to sections (§) of this Option Certificate unless otherwise expressly stated as part of such reference.

ALIMERA SCIENCES, INC.

2005 INCENTIVE STOCK PLAN

INCENTIVE STOCK OPTION

OPTION CERTIFICATE

Alimera Sciences, Inc., a Delaware corporation (“Alimera”), in accordance with the Alimera Sciences, Inc. 2005 Incentive Stock Plan (the “Plan”), hereby grants an Option to David Holland who shall be referred to as “Employee”, to purchase from Alimera Six Thousand Six Hundred and Forty Five (6,645) shares of Stock at an Option Price per share equal to $.41 which grant shall be subject to all of the terms and conditions set forth in this Option Certificate and in the Plan. This grant has been made as of December 13, 2007 which shall be referred to as the “Grant Date”. This Option is intended to satisfy the requirements of § 422 of the Code and thus is intended to be an ISO as that term is defined in the Plan.

	ALIMERA SCIENCES, INC.
	By:	/s/ Richard Eiswirth, Jr.
Acknowledged:	EMPLOYEE:
	/s/ David Holland
	[Signature]
	Date:	1/28/08

TERMS AND CONDITIONS

     § 1. Plan. This Option grant is subject to all the terms and conditions set forth in the Plan and this Option Certificate, and all the terms in this Option certificate which begin with a capital letter are either defined in this Option Certificate or in the Plan. If a determination is made that any term or condition set forth in this Option Certificate is inconsistent with the Plan, the Plan shall control. A copy of the Plan will be made available to Employee upon written request to the Chief Financial Officer of Alimera.

     § 2. Vesting and Option Expiration.

(a) General Rule. Subject to § 2(b) and § 2(c), Employee’s right under this Option Certificate to exercise this Option shall vest with respect to:

(1)	1/4 of the shares of Stock which are subject to this Option on December 13, 2008, the Initial Vesting Date, provided Employee remains continuously employed by Alimera through the Initial Vesting Date; and
(2)	3/4 of the shares of Stock which are subject to this Option in equal increments quarterly over three years beginning on the date three (3) months from the initial vesting date provided he or she remains continuously employed by Alimera through the last day of each quarterly period.

(b) Option Expiration Rules.

(1)

Non-Vested Shares. If Employee’s employment with Alimera terminates for any reason whatsoever, including death, disability (as determined by the committee) or retirement, while thee are any non-vested shares of Stock subject to this Option under § 2(a), then immediately upon such termination of employment this Option shall expire and shall have no further force or effect and be null and void with respect to such non-vested shares of Stock.

(2)

Vested Shares. Employee’s right to exercise all or any part of this Option which has vested under § 2(a) shall expire no later than the tenth anniversary of the Grant Date. However, if Employee’s employment with Alimera terminates before the tenth anniversary of the Grant Date, Employee’s right to exercise any part of this Option which has vested under § 2(a) shall expire and shall have no further force or effect and shall be null and void at the end of the ninety (90) day period which starts on the date his or her employment terminates.

(c) Special Rules.

(1)	Change in Control. If there is a Change in Control of Alimera, this Option shall be subject to the provisions of § 14 of the Plan with respect to such Change in Control.
(2)	Affiliates. For purposes of this Option Certificate, any reference to Alimera shall include any Affiliate, Parent or Subsidiary or Alimera, and a transfer of employment between Alimera and any Affiliate, Parent or Subsidiary of Alimera or between any Affiliate, Parent or Subsidiary of Alimera shall not be treated as a termination of employment under the Plan or this Option Certificate.

(3) Fractional Shares. Employee’s right to exercise this Option shall not include a right to exercise this Option to purchase a fractional share of Stock. If Employee exercises this Option on any date when this Option includes a fractional share of Stock, his or her exercise right shall be rounded down to the nearest whole share of Stock and the fractional share shall be carried forward until that fractional share together with any other fractional shares can be combined to equal a whole share of Stock or this Option expires.

     § 3. Method of Exercise of Option. Employee may exercise this Option in whole or in part (to the extent this Option is otherwise exercisable under § 2 with respect to vested shares of Stock) only in accordance with the rules and procedures established from time to time by Alimera for the exercise of an Option. The Option Price shall be paid at exercise either in cash, by check acceptable to Alimera or through any cashless exercise/resale procedure which is implemented by a broker unrelated to Alimera through a sale of Stock in the open market and which is acceptable to the Committee, or in any combination of those forms of payment.

     § 4. Delivery and Other Laws. Alimera shall deliver appropriate and proper evidence of ownership of any Stock purchased pursuant to the exercise of this Option as soon as practicable after such exercise to the extent such delivery is then permissible under applicable law or rule or regulation, and such delivery discharge Alimera of all of its duties and responsibilities with respect to this Option.

     § 5. Nontransferable. Except as expressly authorized by the Committee, no rights granted under this Option shall be transferable by Employee other than by will or by the laws of descent and distribution, and the rights granted under this Option shall be exercisable during Employee’s lifetime only by Employee. The person or persons, if any, to whom this Option is transferred by will or by the laws of descent and distribution shall be treated after Employee’s death the same as Employee under this Option Certificate.

     § 6. No Right to Continue Service. Neither the Plan, this Option, nor any related material shall give Employee the right to continue in employment by Alimera or shall adversely affect the right of Alimera to terminate Employee’s employment with our without cause (as determined by the Committee) at any time.

     § 7. Stockholder Status. Employee shall have no rights as a stockholder with respect to any shares of Stock under this Option until such shares have been duly issued and delivered to Employee, and no adjustment shall be made for dividends of any kind or description whatsoever or for distributions of rights of any kind or description whatsoever respecting such Stock except as expressly set forth in the Plan.

     § 8. Governing Law. The Plan and this Option shall be governed by the laws of the State of Delaware.

     § 9. Binding Effect. This Option shall be binding upon Alimera and Employee and their respective heirs, executors, administrators and successors.

     § 10. Tax Withholding. This Option has been granted subject to the condition that Employee consents to whatever action the Committee directs to satisfy the minimum statutory federal and state withholding requirements, if any, which Alimera determines are applicable upon the exercise of this Option.

     § 11. References. Any references to sections (§) in this Option Certificate shall be to sections (§) of this Option Certificate unless otherwise expressly stated as part of such reference.

ALIMERA SCIENCES, INC.

2004 INCENTIVE STOCK PLAN

INCENTIVE STOCK OPTION

OPTION CERTIFICATE

Alimera Sciences, Inc., a Delaware corporation (“Alimera”), in accordance with the Alimera Sciences, Inc. 2004 Incentive Stock Plan (the “Plan”), hereby grants an Option to David Holland, who shall be referred to as “Employee”, to purchase from Alimera 91,102 shares of Stock at an Option Price per share equal to $0.60, which grant shall be subject to all of the terms and conditions set forth in this Option Certificate and in the Plan. This grant has been made as of July 7, 2004, which shall be referred to as the “Grant Date”. This Option is intended to satisfy the requirements of § 422 of the Code and thus is intended to be an ISO as that term is defined in the Plan.

	ALIMERA SCIENCES, INC.
	By:	/s/ Daniel H. White
	Daniel H. White
	Vice President Finance and Business Development
Acknowledged:	EMPLOYEE:
	/s/ David R. Holland
	[Signature]
	Date:	9/22/04

TERMS AND CONDITIONS

     § 1. Plan. This Option grant is subject to all the terms and conditions set forth in the Plan and this Option Certificate, and all the terms in this Option Certificate which begin with a capital letter are either defined in this Option Certificate or in the Plan. If a determination

is made that any term or condition set forth in this Option Certificate is inconsistent with the Plan, the Plan shall control. A copy of the Plan will be made available to Employee upon written request to the Chief Financial Officer of Alimera.

     § 2. Vesting and Option Expiration.

(a) General Rule. Subject to § 2(b) and § 2(c), Employee’s right under this Option Certificate to exercise this Option shall vest with respect to:

(1)	1/4 of the shares of Stock which are subject to this Option on the first anniversary of the Grant Date, provided Employee remains continuously employed by Alimera through the first anniversary of the Grant Date; and
(2)	1/12 of the shares of Stock which remain subject to this Option, and which do not vest on the first anniversary of the Grant Date, on the last day of each calendar quarter in the twelve calendar quarter period which starts on or after the first anniversary of the Grant Date, provided he or she remains continuously employed by Alimera through the last day of such calendar quarter.

(b) Option Expiration Rules.

(1)

Non-Vested Shares. If Employee’s employment with Alimera terminates for any reason whatsoever, including death, disability (as determined by the Committee) or retirement, while there are any non-vested shares of Stock subject to this Option under § 2(a), then immediately upon such termination of employment this Option shall expire and shall have no further force or effect and be null and void with respect to such non-vested shares of Stock.

(2)

Vested Shares. Employee’s right to exercise all or any part of this Option which has vested under § 2(a) shall expire no later than the tenth anniversary of the Grant Date. However, if Employee’s employment with Alimera terminates before the tenth anniversary of the Grant Date, Employee’s right to exercise any part of this Option which has vested under § 2(a) shall expire and shall have no further force or effect and shall be null and void at the end of the ninety (90) day period which starts on the date his or her employment terminates.

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(c) Special Rules.

(1)	Change in Control. If there is a Change in Control of Alimera, this Option shall be subject to the provisions of § 14 of the Plan with respect to such Change in Control.
(2)	Affiliates. For purposes of this Option Certificate, any reference to Alimera shall include any Affiliate, Parent or Subsidiary of Alimera, and a transfer of employment between Alimera and any Affiliate, Parent or Subsidiary of Alimera or between any Affiliate, Parent or Subsidiary of Alimera shall not be treated as a termination of employment under the Plan or this Option Certificate.
(3)	Fractional Shares. Employee’s right to exercise this Option shall not include a right to exercise this Option to purchase a fractional share of Stock. If Employee exercises this Option on any date when this Option includes a fractional share of Stock, his or her exercise right shall be rounded down to the nearest whole share of Stock and the fractional share shall be carried forward until that fractional share together with any other fractional shares can be combined to equal a whole share of Stock or this Option expires

     § 3. Method of Exercise of Option. Employee may exercise this Option in whole or in part (to the extent this Option is otherwise exercisable under § 2 with respect to vested shares of Stock) only in accordance with the rules and procedures established from time to time by Alimera for the exercise of an Option. The Option Price shall be paid at exercise either in cash, by check acceptable to Alimera or through any cashless exercise/resale procedure which is implemented by a broker unrelated to Alimera through a sale of Stock in the open market and which is acceptable to the Committee, or in any combination of these forms of payment.

     § 4. Delivery and Other Laws. Alimera shall deliver appropriate and proper evidence of ownership of any Stock purchased pursuant to the exercise of this Option as soon as practicable after such exercise to the extent such delivery is then permissible under applicable law or rule or regulation, and such delivery shall discharge Alimera of all of its duties and responsibilities with respect to this Option.

     § 5. Nontransferable. Except as expressly authorized by the Committee, no rights granted under this Option shall be transferable by Employee other than by will or by the laws of descent and distribution, and the rights granted under this Option shall be exercisable during Employee’s lifetime only by Employee. The person or persons, if any, to whom this

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Option is transferred by will or by the laws of descent and distribution shall be treated after Employee’s death the same as Employee under this Option Certificate.

     § 6. No Right to Continue Service. Neither the Plan, this Option, nor any related material shall give Employee the right to continue in employment by Alimera or shall adversely affect the right of Alimera to terminate Employee’s employment with or without cause (as determined by the Committee) at any time.

     § 7. Stockholder Status. Employee shall have no rights as a stockholder with respect to any shares of Stock under this Option until such shares have been duly issued and delivered to Employee, and no adjustment shall be made for dividends of any kind or description whatsoever or for distributions of rights of any kind or description whatsoever respecting such Stock except as expressly set forth in the Plan.

     § 8. Governing Law. The Plan and this Option shall be governed by the laws of the State of Delaware.

     § 9. Binding Effect. This Option shall be binding upon Alimera and Employee and their respective heirs, executors, administrators and successors.

     § 10. Tax Withholding. This Option has been granted subject to the condition that Employee consents to whatever action the Committee directs to satisfy the minimum statutory federal and state withholding requirements, if any, which Alimera determines are applicable upon the exercise of this Option.

     § 11. References. Any references to sections (§) in this Option Certificate shall be to sections (§) of this Option Certificate unless otherwise expressly stated as part of such reference.

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ALIMERA SCIENCES, INC.

2005 INCENTIVE STOCK PLAN

INCENTIVE STOCK OPTION

OPTION CERTIFICATE

Alimera Sciences, Inc., a Delaware corporation (“Alimera”), in accordance with the Alimera Sciences, Inc. 2005 Incentive Stock Plan (the “Plan”), hereby grants an Option to Dave Holland, who shall be referred to as “Employee”, to purchase from Alimera 112,500 (One Hundred Twelve Thousand Five Hundred) shares of Stock at an Option Price per share equal to $.39 which grant shall be subject to all of the terms and conditions set forth in this Option Certificate and in the Plan. This grant has been made as of January 1, 2006, which shall be referred to as the “Grant Date”. This Option is intended to satisfy the requirements of § 422 of the Code and thus is intended to be an ISO as that term is defined in the Plan.

	ALIMERA SCIENCES, INC.
	By:	/s/ Richard Eiswirth, Jr.
Acknowledged:	EMPLOYEE:
	/s/ Dave Holland
	[Signature]
	Date:	January 27, 2006

TERMS AND CONDITIONS

     § 1. Plan. This Option grant is subject to all the terms and conditions set forth in the Plan and this Option Certificate, and all the terms in this Option certificate which begin with a capital letter are either defined in this Option Certificate or in the Plan. If a determination is made that any term or condition set forth in this Option Certificate is inconsistent with the Plan, the Plan shall control. A copy of the Plan will be made available to Employee upon written request to the Chief Financial Officer of Alimera.

     § 2. Vesting and Option Expiration.

(a) General Rule. Subject to § 2(b) and § 2(c), Employee’s right under this Option Certificate to exercise this Option shall vest with respect to:

(1)	1/4 of the shares of Stock which are subject to this Option on 11/22/2006, the Initial Vesting Date, provided Employee remains continuously employed by Alimera through the Initial Vesting Date; and
(2)	3/4 of the shares of Stock which are subject to this Option in equal increments quarterly over three years beginning on the date three (3) months from the initial vesting date provided he or she remains continuously employed by Alimera through the last day of each quarterly period.

(b) Option Expiration Rules.

(1)

Non-Vested Shares. If Employee’s employment with Alimera terminates for any reason whatsoever, including death, disability (as determined by the committee) or retirement, while thee are any non-vested shares of Stock subject to this Option under § 2(a), then immediately upon such termination of employment this Option shall expire and shall have no further force or effect and be null and void with respect to such non-vested shares of Stock.

(2)

Vested Shares. Employee’s right to exercise all or any part of this Option which has vested under § 2(a) shall expire no later than the tenth anniversary of the Grant Date. However, if Employee’s employment with Alimera terminates before the tenth anniversary of the Grant Date, Employee’s right to exercise any part of this Option which has vested under § 2(a) shall expire and shall have no further force or effect and shall be null and void at the end of the ninety (90) day period which starts on the date his or her employment terminates.

(c) Special Rules.

(1)	Change in Control. If there is a Change in Control of Alimera, this Option shall be subject to the provisions of § 14 of the Plan with respect to such Change in Control.
(2)	Affiliates. For purposes of this Option Certificate, any reference to Alimera shall include any Affiliate, Parent or Subsidiary or Alimera, and a transfer of employment between Alimera and any Affiliate, Parent or Subsidiary of Alimera or between any Affiliate, Parent or Subsidiary of Alimera shall not be treated as a termination of employment under the Plan or this Option Certificate.
(3)	Fractional Shares. Employee’s right to exercise this Option shall not

include a right to exercise this Option to purchase a fractional share of Stock. If Employee exercises this Option on any date when this Option includes a fractional share of Stock, his or her exercise right shall be rounded down to the nearest whole share of Stock and the fractional share shall be carried forward until that fractional share together with any other fractional shares can be combined to equal a whole share of Stock or this Option expires.

     § 3. Method of Exercise of Option. Employee may exercise this Option in whole or in part (to the extent this Option is otherwise exercisable under § 2 with respect to vested shares of Stock) only in accordance with the rules and procedures established from time to time by Alimera for the exercise of an Option. The Option Price shall be paid at exercise either in cash, by check acceptable to Alimera or through any cashless exercise/resale procedure which is implemented by a broker unrelated to Alimera through a sale of Stock in the open market and which is acceptable to the Committee, or in any combination of those forms of payment.

     § 4. Delivery and Other Laws. Alimera shall deliver appropriate and proper evidence of ownership of any Stock purchased pursuant to the exercise of this Option as soon as practicable after such exercise to the extent such delivery is then permissible under applicable law or rule or regulation, and such delivery discharge Alimera of all of its duties and responsibilities with respect to this Option.

     § 5. Nontransferable. Except as expressly authorized by the Committee, no rights granted under this Option shall be transferable by Employee other than by will or by the laws of descent and distribution, and the rights granted under this Option shall be exercisable during Employee’s lifetime only by Employee. The person or persons, if any, to whom this Option is transferred by will or by the laws of descent and distribution shall be treated after Employee’s death the same as Employee under this Option Certificate.

     § 6. No Right to Continue Service. Neither the Plan, this Option, nor any related material shall give Employee the right to continue in employment by Alimera or shall adversely affect the right of Alimera to terminate Employee’s employment with our without cause (as determined by the Committee) at any time.

     § 7. Stockholder Status. Employee shall have no rights as a stockholder with respect to any shares of Stock under this Option until such shares have been duly issued and delivered to Employee, and no adjustment shall be made for dividends of any kind or description whatsoever or for distributions of rights of any kind or description whatsoever respecting such Stock except as expressly set forth in the Plan.

     § 8. Governing Law. The Plan and this Option shall be governed by the laws of the State of Delaware.

     § 9. Binding Effect. This Option shall be binding upon Alimera and Employee and their respective heirs, executors, administrators and successors.

     § 10. Tax Withholding. This Option has been granted subject to the condition that Employee consents to whatever action the Committee directs to satisfy the minimum statutory federal and state withholding requirements, if any, which Alimera determines are applicable upon the exercise of this Option.

     § 11. References. Any references to sections (§) in this Option Certificate shall be to sections (§) of this Option Certificate unless otherwise expressly stated as part of such reference.

ALIMERA SCIENCES, INC.

2004 INCENTIVE STOCK PLAN

INCENTIVE STOCK OPTION

OPTION CERTIFICATE

Alimera Sciences, Inc., a Delaware corporation (“Alimera”), in accordance with the Alimera Sciences, Inc. 2004 Incentive Stock Plan (the “Plan”), hereby grants an Option to David Holland, who shall be referred to as “Employee,” to purchase from Alimera Twenty-Three Thousand Two Hundred Fifty-Two (23,252) shares of Stock at an Option Price per share equal to $1.18 which grant shall be subject to all of the terms and conditions set forth in this Option Certificate and in the Plan. This grant has been made as of August 25, 2009, which shall be referred to as the “Grant Date”. This Option is intended to satisfy the requirements of § 422 of the Code and thus is intended to be an ISO as that term is defined in the Plan.

	ALIMERA SCIENCES, INC.
	By:
Acknowledged:	EMPLOYEE:
	[Signature]
	Date:

TERMS AND CONDITIONS

     § 1. Plan. This Option grant is subject to all the terms and conditions set forth in the Plan and this Option Certificate, and all the terms in this Option certificate which begin with a capital letter are either defined in this Option Certificate or in the Plan. If a determination is made that any term or condition set forth in this Option Certificate is inconsistent with the Plan, the Plan shall control. A copy of the Plan will be made available to Employee upon written request to the Chief Financial Officer of Alimera.

§ 2. Vesting and Option Expiration.

(a) General Rule. Subject to § 2(b) and § 2(c), Employee’s right under this Option Certificate to exercise this Option shall vest with respect to:

(1)	5,813 of the shares of Stock which are subject to this Option on August 25, 2010, the Initial Vesting Date, provided Employee remains continuously employed by Alimera through the Initial Vesting Date; and
(2)	17,439 of the shares of Stock which are subject to this Option in twelve equal increments quarterly beginning on November 25, 2010 through August 25, 2013 provided Employee remains continuously employed by Alimera through the last day of each quarterly period.

(b) Option Expiration Rules.

(1)

Non-Vested Shares. If Employee’s employment with Alimera terminates for any reason whatsoever, including death, disability (as determined by the committee) or retirement, while there are any non-vested shares of Stock subject to this Option under § 2(a), then immediately upon such termination of employment this Option shall expire and shall have no further force or effect and be null and void with respect to such non-vested shares of Stock.

(2)

Vested Shares. Employee’s right to exercise all or any part of this Option which has vested under § 2(a) shall expire no later than the tenth anniversary of the Grant Date. However, if Employee’s employment with Alimera terminates before the tenth anniversary of the Grant Date, Employee’s right to exercise any part of this Option which has vested under § 2(a) shall expire and shall have no further force or effect and shall be null and void at the end of the ninety (90) day period which starts on the date his or her employment terminates.

(c) Special Rules.

(1)	Change in Control. If there is a Change in Control of Alimera, this Option shall be subject to the provisions of § 14 of the Plan with respect to such Change in Control.
(2)	Affiliates. For purposes of this Option Certificate, any reference to Alimera shall include any Affiliate, Parent or Subsidiary or Alimera, and a transfer of employment between Alimera and any Affiliate, Parent or Subsidiary of Alimera or between any Affiliate, Parent or Subsidiary of Alimera shall not be treated as a termination of employment under the Plan or this Option Certificate.
(3)	Fractional Shares. Employee’s right to exercise this Option shall not include a right to exercise this Option to purchase a fractional share of

Stock. If Employee exercises this Option on any date when this Option includes a fractional share of Stock, his or her exercise right shall be rounded down to the nearest whole share of Stock and the fractional share shall be carried forward until that fractional share together with any other fractional shares can be combined to equal a whole share of Stock or this Option expires.

     § 3. Method of Exercise of Option. Employee may exercise this Option in whole or in part (to the extent this Option is otherwise exercisable under § 2 with respect to vested shares of Stock) only in accordance with the rules and procedures established from time to time by Alimera for the exercise of an Option. The Option Price shall be paid at exercise either in cash, by check acceptable to Alimera or through any cashless exercise/resale procedure which is implemented by a broker unrelated to Alimera through a sale of Stock in the open market and which is acceptable to the Committee, or in any combination of those forms of payment.

     § 4. Delivery and Other Laws. Alimera shall deliver appropriate and proper evidence of ownership of any Stock purchased pursuant to the exercise of this Option as soon as practicable after such exercise to the extent such delivery is then permissible under applicable law or rule or regulation, and such delivery discharge Alimera of all of its duties and responsibilities with respect to this Option.

     § 5. Nontransferable. Except as expressly authorized by the Committee, no rights granted under this Option shall be transferable by Employee other than by will or by the laws of descent and distribution, and the rights granted under this Option shall be exercisable during Employee’s lifetime only by Employee. The person or persons, if any, to whom this Option is transferred by will or by the laws of descent and distribution shall be treated after Employee’s death the same as Employee under this Option Certificate.

     § 6. No Right to Continue Service. Neither the Plan, this Option, nor any related material shall give Employee the right to continue in employment by Alimera or shall adversely affect the right of Alimera to terminate Employee’s employment with our without cause (as determined by the Committee) at any time.

     § 7. Stockholder Status. Employee shall have no rights as a stockholder with respect to any shares of Stock under this Option until such shares have been duly issued and delivered to Employee, and no adjustment shall be made for dividends of any kind or description whatsoever or for distributions of rights of any kind or description whatsoever respecting such Stock except as expressly set forth in the Plan.

     § 8. Governing Law. The Plan and this Option shall be governed by the laws of the State of Delaware.

     § 9. Binding Effect. This Option shall be binding upon Alimera and Employee and their respective heirs, executors, administrators and successors.

     § 10. Tax Withholding. This Option has been granted subject to the condition that Employee consents to whatever action the Committee directs to satisfy the minimum statutory federal and state withholding requirements, if any, which Alimera determines are applicable upon the exercise of this Option.

     § 11. References. Any references to sections (§) in this Option Certificate shall be to sections (§) of this Option Certificate unless otherwise expressly stated as part of such reference.

ALIMERA SCIENCES, INC.

2005 INCENTIVE STOCK PLAN

INCENTIVE STOCK OPTION

OPTION CERTIFICATE

Alimera Sciences, Inc., a Delaware corporation (“Alimera”), in accordance with the Alimera Sciences, Inc. 2005 Incentive Stock Plan (the “Plan”), hereby grants an Option to David Holland, who shall be referred to as “Employee,” to purchase from Alimera Seventy Thousand Five Hundred Eighty-One (70,581) shares of Stock at an Option Price per share equal to $1.18 which grant shall be subject to all of the terms and conditions set forth in this Option Certificate and in the Plan. This grant has been made as of August 25, 2009, which shall be referred to as the “Grant Date”. This Option is intended to satisfy the requirements of § 422 of the Code and thus is intended to be an ISO as that term is defined in the Plan.

	ALIMERA SCIENCES, INC.
	By:
Acknowledged:	EMPLOYEE:
	[Signature]
	Date:

TERMS AND CONDITIONS

     § 1. Plan. This Option grant is subject to all the terms and conditions set forth in the Plan and this Option Certificate, and all the terms in this Option certificate which begin with a capital letter are either defined in this Option Certificate or in the Plan. If a determination is made that any term or condition set forth in this Option Certificate is inconsistent with the Plan, the Plan shall control. A copy of the Plan will be made available to Employee upon written request to the Chief Financial Officer of Alimera.

§ 2. Vesting and Option Expiration.

(a) General Rule. Subject to § 2(b) and § 2(c), Employee’s right under this Option Certificate to exercise this Option shall vest with respect to:

(1)

17,645 of the shares of Stock which are subject to this Option vest upon the one year anniversary of the date upon which the Investor Majority, as defined in the Series C-1 Preferred Stock and Warrant Purchase Agreement (the “Purchase Agreement”), deliver to the Company a Mandatory Exercise Election, as defined in the Purchase Agreement, the Initial Vesting Date, provided Employee remains continuously employed by Alimera through the Initial Vesting Date; and

(2)

52,936 of the shares of Stock which are subject to this Option shall vest quarterly in twelve equal increments beginning on the date three months from the Initial Vesting Date, provided Employee remains continuously employed by Alimera through the last day of each quarterly period.

(b) Option Expiration Rules.

(1)

Non-Vested Shares. If Employee’s employment with Alimera terminates for any reason whatsoever, including death, disability (as determined by the committee) or retirement, while there are any non-vested shares of Stock subject to this Option under § 2(a), then immediately upon such termination of employment this Option shall expire and shall have no further force or effect and be null and void with respect to such non-vested shares of Stock.

(2)

Vested Shares. Employee’s right to exercise all or any part of this Option which has vested under § 2(a) shall expire no later than the tenth anniversary of the Grant Date. However, if Employee’s employment with Alimera terminates before the tenth anniversary of the Grant Date, Employee’s right to exercise any part of this Option which has vested under § 2(a) shall expire and shall have no further force or effect and shall be null and void at the end of the ninety (90) day period which starts on the date his or her employment terminates.

(c) Special Rules.

(1)	Change in Control. If there is a Change in Control of Alimera, this Option shall be subject to the provisions of § 14 of the Plan with respect to such Change in Control.
(2)	Affiliates. For purposes of this Option Certificate, any reference to Alimera shall include any Affiliate, Parent or Subsidiary or Alimera, and a transfer of employment between Alimera and any Affiliate, Parent or Subsidiary of Alimera or between any Affiliate, Parent or Subsidiary of

Alimera shall not be treated as a termination of employment under the Plan or this Option Certificate.

(3) Fractional Shares. Employee’s right to exercise this Option shall not include a right to exercise this Option to purchase a fractional share of Stock. If Employee exercises this Option on any date when this Option includes a fractional share of Stock, his or her exercise right shall be rounded down to the nearest whole share of Stock and the fractional share shall be carried forward until that fractional share together with any other fractional shares can be combined to equal a whole share of Stock or this Option expires.

     § 3. Method of Exercise of Option. Employee may exercise this Option in whole or in part (to the extent this Option is otherwise exercisable under § 2 with respect to vested shares of Stock) only in accordance with the rules and procedures established from time to time by Alimera for the exercise of an Option. The Option Price shall be paid at exercise either in cash, by check acceptable to Alimera or through any cashless exercise/resale procedure which is implemented by a broker unrelated to Alimera through a sale of Stock in the open market and which is acceptable to the Committee, or in any combination of those forms of payment.

     § 4. Delivery and Other Laws. Alimera shall deliver appropriate and proper evidence of ownership of any Stock purchased pursuant to the exercise of this Option as soon as practicable after such exercise to the extent such delivery is then permissible under applicable law or rule or regulation, and such delivery discharge Alimera of all of its duties and responsibilities with respect to this Option.

     § 5. Nontransferable. Except as expressly authorized by the Committee, no rights granted under this Option shall be transferable by Employee other than by will or by the laws of descent and distribution, and the rights granted under this Option shall be exercisable during Employee’s lifetime only by Employee. The person or persons, if any, to whom this Option is transferred by will or by the laws of descent and distribution shall be treated after Employee’s death the same as Employee under this Option Certificate.

     § 6. No Right to Continue Service. Neither the Plan, this Option, nor any related material shall give Employee the right to continue in employment by Alimera or shall adversely affect the right of Alimera to terminate Employee’s employment with our without cause (as determined by the Committee) at any time.

     § 7. Stockholder Status. Employee shall have no rights as a stockholder with respect to any shares of Stock under this Option until such shares have been duly issued and delivered to Employee, and no adjustment shall be made for dividends of any kind or description whatsoever or for distributions of rights of any kind or description whatsoever respecting such Stock except as expressly set forth in the Plan.

     § 8. Governing Law. The Plan and this Option shall be governed by the laws of the State of Delaware.

     § 9. Binding Effect. This Option shall be binding upon Alimera and Employee and

their respective heirs, executors, administrators and successors.

     § 10. Tax Withholding. This Option has been granted subject to the condition that Employee consents to whatever action the Committee directs to satisfy the minimum statutory federal and state withholding requirements, if any, which Alimera determines are applicable upon the exercise of this Option.

     § 11. References. Any references to sections (§) in this Option Certificate shall be to sections (§) of this Option Certificate unless otherwise expressly stated as part of such reference.

EX-10.22

Exhibit 10.22

ALIMERA SCIENCES, INC.

2005 INCENTIVE STOCK PLAN

INCENTIVE STOCK OPTION

OPTION CERTIFICATE

Alimera Sciences, Inc., a Delaware corporation (“Alimera”), in accordance with the Alimera Sciences, Inc. 2005 Incentive Stock Plan (the “Plan”), hereby grants an Option to Susan Caballa, who shall be referred to as “Employee”, to purchase from Alimera 150,000 (One Hundred Fifty Thousand) shares of Stock at an Option Price per share equal to $.39 which grant shall be subject to all of the terms and conditions set forth in this Option Certificate and in the Plan. This grant has been made as of January 1, 2006, which shall be referred to as the “Grant Date”. This Option is intended to satisfy the requirements of § 422 of the Code and thus is intended to be an ISO as that term is defined in the Plan.

	ALIMERA SCIENCES, INC.
	By:	/s/ Richard Eiswirth, Jr.
Acknowledged:	EMPLOYEE:
	/s/ Susan H. Caballa
		[Signature]
	Date:	3 February 2006

TERMS AND CONDITIONS

     § 1. Plan. This Option grant is subject to all the terms and conditions set forth in the Plan and this Option Certificate, and all the terms in this Option certificate which begin with a capital letter are either defined in this Option Certificate or in the Plan. If a determination is made that any term or condition set forth in this Option Certificate is inconsistent with the Plan, the Plan shall control. A copy of the Plan will be made available to Employee upon written request to the Chief Financial Officer of Alimera.

     § 2. Vesting and Option Expiration.

(a) General Rule. Subject to § 2(b) and § 2(c), Employee’s right under this Option Certificate to exercise this Option shall vest with respect to:

(1)	1/4 of the shares of Stock which are subject to this Option on 11/22/2006, the Initial Vesting Date, provided Employee remains continuously employed by Alimera through the Initial Vesting Date; and
(2)	3/4 of the shares of Stock which are subject to this Option in equal increments quarterly over three years beginning on the date three (3) months from the initial vesting date provided he or she remains continuously employed by Alimera through the last day of each quarterly period.

(b) Option Expiration Rules.

(1)

Non-Vested Shares. If Employee’s employment with Alimera terminates for any reason whatsoever, including death, disability (as determined by the committee) or retirement, while thee are any non-vested shares of Stock subject to this Option under § 2(a), then immediately upon such termination of employment this Option shall expire and shall have no further force or effect and be null and void with respect to such non-vested shares of Stock.

(2)

Vested Shares. Employee’s right to exercise all or any part of this Option which has vested under § 2(a) shall expire no later than the tenth anniversary of the Grant Date. However, if Employee’s employment with Alimera terminates before the tenth anniversary of the Grant Date, Employee’s right to exercise any part of this Option which has vested under § 2(a) shall expire and shall have no further force or effect and shall be null and void at the end of the ninety (90) day period which starts on the date his or her employment terminates.

(c) Special Rules.

(1)	Change in Control. If there is a Change in Control of Alimera, this Option shall be subject to the provisions of § 14 of the Plan with respect to such Change in Control.
(2)	Affiliates. For purposes of this Option Certificate, any reference to Alimera shall include any Affiliate, Parent or Subsidiary or Alimera, and a transfer of employment between Alimera and any Affiliate, Parent or Subsidiary of Alimera or between any Affiliate, Parent or Subsidiary of Alimera shall not be treated as a termination of employment under the Plan or this Option Certificate.
(3)	Fractional Shares. Employee’s right to exercise this Option shall not

include a right to exercise this Option to purchase a fractional share of Stock. If Employee exercises this Option on any date when this Option includes a fractional share of Stock, his or her exercise right shall be rounded down to the nearest whole share of Stock and the fractional share shall be carried forward until that fractional share together with any other fractional shares can be combined to equal a whole share of Stock or this Option expires.

     § 3. Method of Exercise of Option. Employee may exercise this Option in whole or in part (to the extent this Option is otherwise exercisable under § 2 with respect to vested shares of Stock) only in accordance with the rules and procedures established from time to time by Alimera for the exercise of an Option. The Option Price shall be paid at exercise either in cash, by check acceptable to Alimera or through any cashless exercise/resale procedure which is implemented by a broker unrelated to Alimera through a sale of Stock in the open market and which is acceptable to the Committee, or in any combination of those forms of payment.

     § 4. Delivery and Other Laws. Alimera shall deliver appropriate and proper evidence of ownership of any Stock purchased pursuant to the exercise of this Option as soon as practicable after such exercise to the extent such delivery is then permissible under applicable law or rule or regulation, and such delivery discharge Alimera of all of its duties and responsibilities with respect to this Option.

     § 5. Nontransferable. Except as expressly authorized by the Committee, no rights granted under this Option shall be transferable by Employee other than by will or by the laws of descent and distribution, and the rights granted under this Option shall be exercisable during Employee’s lifetime only by Employee. The person or persons, if any, to whom this Option is transferred by will or by the laws of descent and distribution shall be treated after Employee’s death the same as Employee under this Option Certificate.

     § 6. No Right to Continue Service. Neither the Plan, this Option, nor any related material shall give Employee the right to continue in employment by Alimera or shall adversely affect the right of Alimera to terminate Employee’s employment with our without cause (as determined by the Committee) at any time.

     § 7. Stockholder Status. Employee shall have no rights as a stockholder with respect to any shares of Stock under this Option until such shares have been duly issued and delivered to Employee, and no adjustment shall be made for dividends of any kind or description whatsoever or for distributions of rights of any kind or description whatsoever respecting such Stock except as expressly set forth in the Plan.

     § 8. Governing Law. The Plan and this Option shall be governed by the laws of the State of Delaware.

     § 9. Binding Effect. This Option shall be binding upon Alimera and Employee and their respective heirs, executors, administrators and successors.

     § 10. Tax Withholding. This Option has been granted subject to the condition that Employee consents to whatever action the Committee directs to satisfy the minimum statutory federal and state withholding requirements, if any, which Alimera determines are applicable upon the exercise of this Option.

     § 11. References. Arty references to sections (§) in this Option Certificate shall be to sections (§) of this Option Certificate unless otherwise expressly stated as part of such reference.

ALIMERA SCIENCES, INC.

2005 INCENTIVE STOCK PLAN

INCENTIVE STOCK OPTION

OPTION CERTIFICATE

Alimera Sciences, Inc., a Delaware corporation (“Alimera”), in accordance with the Alimera Sciences, Inc. 2005 Incentive Stock Plan (the “Plan”), hereby grants an Option to Susan Caballa who shall be referred to as “Employee”, to purchase from Alimera One Hundred Fifty Thousand (150,000) shares of Stock at an Option Price per share equal to $.39 which grant shall be subject to all of the terms and conditions set forth in this Option Certificate and in the Plan. This grant has been made as of October 12, 2006, which shall be referred to as the “Grant Date”. This Option is intended to satisfy the requirements of § 422 of the Code and thus is intended to be an ISO as that term is defined in the Plan.

	ALIMERA SCIENCES, INC.
	By:	/s/ Richard Eiswirth, Jr.
Acknowledged:	EMPLOYEE:
	/s/ Susan H. Caballa
		[Signature]
	Date:	01/18/07

TERMS AND CONDITIONS

     § 1. Plan. This Option grant is subject to all the terms and conditions set forth in the Plan and this Option Certificate, and all the terms in this Option certificate which begin with a capital letter are either defined in this Option Certificate or in the Plan. If a determination is made that any term or condition set forth in this Option Certificate is inconsistent with the Plan, the Plan shall control. A copy of the Plan will be made available to Employee upon written request to the Chief Financial Officer of Alimera.

§ 2. Vesting and Option Expiration.

(a) General Rule. Subject to § 2(b) and § 2(c), Employee’s right under this Option Certificate to exercise this Option shall vest with respect to:

(1)	1/4 of the shares of Stock which are subject to this Option on 11/22/2006, the Initial Vesting Date, provided Employee remains continuously employed by Alimera through the Initial Vesting Date; and
(2)	3/4 of the shares of Stock which are subject to this Option in equal increments quarterly over three years beginning on the date three (3) months from the initial vesting date provided he or she remains continuously employed by Alimera through the last day of each quarterly period.

(b) Option Expiration Rules.

(1)

Non-Vested Shares. If Employee’s employment with Alimera terminates for any reason whatsoever, including death, disability (as determined by the committee) or retirement, while thee are any non-vested shares of Stock subject to this Option under § 2(a), then immediately upon such termination of employment this Option shall expire and shall have no further force or effect and be null and void with respect to such non-vested shares of Stock.

(2)

Vested Shares. Employee’s right to exercise all or any part of this Option which has vested under § 2(a) shall expire no later than the tenth anniversary of the Grant Date. However, if Employee’s employment with Alimera terminates before the tenth anniversary of the Grant Date, Employee’s right to exercise any part of this Option which has vested under § 2(a) shall expire and shall have no further force or effect and shall be null and void at the end of the ninety (90) day period which starts on the date his or her employment terminates.

(c) Special Rules.

(1)	Change in Control. If there is a Change in Control of Alimera, this Option shall be subject to the provisions of § 14 of the Plan with respect to such Change in Control.
(2)	Affiliates. For purposes of this Option Certificate, any reference to Alimera shall include any Affiliate, Parent or Subsidiary or Alimera, and a transfer of employment between Alimera and any Affiliate, Parent or Subsidiary of Alimera or between any Affiliate, Parent or Subsidiary of Alimera shall not be treated as a termination of employment under the Plan or this Option Certificate,
(3)	Fractional Shares. Employee’s right to exercise this Option shall not

include a right to exercise this Option to purchase a fractional share of Stock. If Employee exercises this Option on any date when this Option includes a fractional share of Stock, his or her exercise right shall be rounded down to the nearest whole share of Stock and the fractional share shall be carried forward until that fractional share together with any other fractional shares can be combined to equal a whole share of Stock or this Option expires.

     §3. Method of Exercise of Option. Employee may exercise this Option in whole or in part (to the extent this Option is otherwise exercisable under § 2 with respect to vested shares of Stock) only in accordance with the rules and procedures established from time to time by Alimera for the exercise of an Option. The Option Price shall be paid at exercise either in cash, by check acceptable to Alimera or through any cashless exercise/resale procedure which is implemented by a broker unrelated to Alimera through a sale of Stock in the open market and which is acceptable to the Committee, or in any combination of those forms of payment.

     § 4. Delivery and Other Laws. Alimera shall deliver appropriate and proper evidence of ownership of any Stock purchased pursuant to the exercise of this Option as soon as practicable after such exercise to the extent such delivery is then permissible under applicable law or rule or regulation, and such delivery discharge Alimera of all of its duties and responsibilities with respect to this Option.

     § 5. Nontransferable. Except as expressly authorized by the Committee, no rights granted under this Option shall be transferable by Employee other than by will or by the laws of descent and distribution, and the rights granted under this Option shall be exercisable during Employee’s lifetime only by Employee. The person or persons, if any, to whom this Option is transferred by will or by the laws of descent and distribution shall be treated after Employee’s death the same as Employee under this Option Certificate.

     § 6. No Right to Continue Service. Neither the Plan, this Option, nor any related material shall give Employee the right to continue in employment by Alimera or shall adversely affect the right of Alimera to terminate Employee’s employment with our without cause (as determined by the Committee) at any time.

     § 7. Stockholder Status. Employee shall have no rights as a stockholder with respect to any shares of Stock under this Option until such shares have been duly issued and delivered to Employee, and no adjustment shall be made for dividends of any kind or description whatsoever or for distributions of rights of any kind or description whatsoever respecting such Stock except as expressly set forth in the Plan.

     § 8. Governing Law. The Plan and this Option shall be governed by the laws of the State of Delaware.

     § 9. Binding Effect. This Option shall be binding upon Alimera and Employee and their respective heirs, executors, administrators and successors.

     § 10. Tax Withholding. This Option has been granted subject to the condition that Employee consents to whatever action the Committee directs to satisfy the minimum statutory federal and state withholding requirements, if any, which Alimera determines are applicable upon the exercise of this Option.

     § 11. References. Any references to sections (§) in this Option Certificate shall be to sections (§) of this Option Certificate unless otherwise expressly stated as part of such reference.

ALIMERA SCIENCES, INC.

2005 INCENTIVE STOCK PLAN

INCENTIVE STOCK OPTION

OPTION CERTIFICATE

     Alimera Sciences, Inc., a Delaware corporation (“Alimera”), in accordance with the Alimera Sciences, Inc. 2005 Incentive Stock Plan (the “Plan”), hereby grants an Option to Susan Caballa who shall be referred to as “Employee”, to purchase from Alimera One Hundred Fifty Seven Thousand Five Hundred Seventy Nine (157,579) shares of Stock at an Option Price per share equal to $.71 which grant shall be subject to all of the terms and conditions set forth in this Option Certificate and in the Plan. This grant has been made as of March 20, 2008 which shall be referred to as the “Grant Date”. This Option is intended to satisfy the requirements of § 422 of the Code and thus is intended to be an ISO as that term is defined in the Plan.

	ALIMERA SCIENCES, INC.
	By:	/s/ Richard Eiswirth, Jr.
Acknowledged:	EMPLOYEE:
	/s/ Susan H. Caballa
		[Signature]
	Date:	31 March 2008

TERMS AND CONDITIONS

     § 1. Plan. This Option grant is subject to all the terms and conditions set forth in the Plan and this Option Certificate, and all the terms in this Option certificate which begin with a capital letter are either defined in this Option Certificate or in the Plan. If a determination is made that any term or condition set forth in this Option Certificate is inconsistent with the Plan, the Plan shall control. A copy of the Plan will be made available to Employee upon written request to the Chief Financial Officer of Alimera.

     § 2. Vesting and Option Expiration.

(a) General Rule. Subject to § 2(b) and § 2(c), Employee’s right under this Option Certificate to exercise this Option shall vest with respect to:

(1)	1/4 of the shares of Stock which are subject to this Option on March 20 2009, the Initial Vesting Date, provided Employee remains continuously employed by Alimera through the Initial Vesting Date; and
(2)	3/4 of the shares of Stock which are subject to this Option in equal increments quarterly over three years beginning on the date three (3) months from the initial vesting date provided he or she remains continuously employed by Alimera through the last day of each quarterly period.

(b) Option Expiration Rules.

(1)

Non-Vested Shares. If Employee’s employment with Alimera terminates for any reason whatsoever, including death, disability (as determined by the committee) or retirement, while thee are any non-vested shares of Stock subject to this Option under § 2(a), then immediately upon such termination of employment this Option shall expire and shall have no further force or effect and be null and void with respect to such non-vested shares of Stock.

(2)

Vested Shares. Employee’s right to exercise all or any part of this Option which has vested under § 2(a) shall expire no later than the tenth anniversary of the Grant Date. However, if Employee’s employment with Alimera terminates before the tenth anniversary of the Grant Date, Employee’s right to exercise any part of this Option which has vested under § 2(a) shall expire and shall have no further force or effect and shall be null and void at the end of the ninety (90) day period which starts on the date his or her employment terminates.

(c) Special Rules.

(1)	Change in Control. If there is a Change in Control of Alimera, this Option shall be subject to the provisions of § 14 of the Plan with respect to such Change in Control.
(2)	Affiliates. For purposes of this Option Certificate, any reference to Alimera shall include any Affiliate, Parent or Subsidiary or Alimera, and a transfer of employment between Alimera and any Affiliate, Parent or Subsidiary of Alimera or between any Affiliate, Parent or Subsidiary of Alimera shall not be treated as a termination of employment under the Plan or this Option Certificate.

(3) Fractional Shares. Employee’s right to exercise this Option shall not include a right to exercise this Option to purchase a fractional share of Stock. If Employee exercises this Option on any date when this Option includes a fractional share of Stock, his or her exercise right shall be rounded down to the nearest whole share of Stock and the fractional share shall be carried forward until that fractional share together with any other fractional shares can be combined to equal a whole share of Stock or this Option expires.

     § 3. Method of Exercise of Option. Employee may exercise this Option in whole or in part (to the extent this Option is otherwise exercisable under § 2 with respect to vested shares of Stock) only in accordance with the rules and procedures established from time to time by Alimera for the exercise of an Option. The Option Price shall be paid at exercise either in cash, by check acceptable to Alimera or through any cashless exercise/resale procedure which is implemented by a broker unrelated to Alimera through a sale of Stock in the open market and which is acceptable to the Committee, or in any combination of those forms of payment.

     § 4. Delivery and Other Laws. Alimera shall deliver appropriate and proper evidence of ownership of any Stock purchased pursuant to the exercise of this Option as soon as practicable after such exercise to the extent such delivery is then permissible under applicable law or rule or regulation, and such delivery discharge Alimera of all of its duties and responsibilities with respect to this Option.

     § 5. Nontransferable. Except as expressly authorized by the Committee, no rights granted under this Option shall be transferable by Employee other than by will or by the laws of descent and distribution, and the rights granted under this Option shall be exercisable during Employee’s lifetime only by Employee. The person or persons, if any, to whom this Option is transferred by will or by the laws of descent and distribution shall be treated after Employee’s death the same as Employee under this Option Certificate.

     § 6. No Right to Continue Service. Neither the Plan, this Option, nor any related material shall give Employee the right to continue in employment by Alimera or shall adversely affect the right of Alimera to terminate Employee’s employment with our without cause (as determined by the Committee) at any time.

     § 7. Stockholder Status. Employee shall have no rights as a stockholder with respect to any shares of Stock under this Option until such shares have been duly issued and delivered to Employee, and no adjustment shall be made for dividends of any kind or description whatsoever or for distributions of rights of any kind or description whatsoever respecting such Stock except as expressly set forth in the Plan.

     § 8. Governing Law. The Plan and this Option shall be governed by the laws of the State of Delaware.

     § 9. Binding Effect. This Option shall be binding upon Alimera and Employee and their respective heirs, executors, administrators and successors.

ALIMERA SCIENCES, INC.

2004 INCENTIVE STOCK PLAN

INCENTIVE STOCK OPTION

OPTION CERTIFICATE

Alimera Sciences, Inc., a Delaware corporation (“Alimera”), in accordance with the Alimera Sciences, Inc. 2004 Incentive Stock Plan (the “Plan”), hereby grants an Option to Susan Caballa, who shall be referred to as “Employee”, to purchase from Alimera 30,367 shares of Stock at an Option Price per share equal to $0.60, which grant shall be subject to all of the terms and conditions set forth in this Option Certificate and in the Plan. This grant has been made as of July 7, 2004, which shall be referred to as the “Grant Date”. This Option is intended to satisfy the requirements of § 422 of the Code and thus is intended to be an ISO as that term is defined in the Plan.

	ALIMERA SCIENCES, INC.
	By:	/s/ Daniel H. White
	Daniel H. White
	Vice President Finance and Business Development
Acknowledged:	EMPLOYEE:
	/s/ Susan H. Caballa
		[Signature]
	Date:	Sept. 22, 2004

TERMS AND CONDITIONS

     § 1. Plan. This Option grant is subject to all the terms and conditions set forth in the Plan and this Option Certificate, and all the terms in this Option Certificate which begin with a capital letter are either defined in this Option Certificate or in the Plan. If a determination

is made that any term or condition set forth in this Option Certificate is inconsistent with the Plan, the Plan shall control. A copy of the Plan will be made available to Employee upon written request to the Chief Financial Officer of Alimera.

     § 2. Vesting and Option Expiration.

(a) General Rule. Subject to § 2(b) and § 2(c), Employee’s right under this Option Certificate to exercise this Option shall vest with respect to:

(1)	1/4 of the shares of Stock which are subject to this Option on the first anniversary of the Grant Date, provided Employee remains continuously employed by Alimera through the first anniversary of the Grant Date; and
(2)	1/12 of the shares of Stock which remain subject to this Option, and which do not vest on the first anniversary of the Grant Date, on the last day of each calendar quarter in the twelve calendar quarter period which starts on or after the first anniversary of the Grant Date, provided he or she remains continuously employed by Alimera through the last day of such calendar quarter.

(b) Option Expiration Rules.

(1)

Non-Vested Shares. If Employee’s employment with Alimera terminates for any reason whatsoever, including death, disability (as determined by the Committee) or retirement, while there are any non-vested shares of Stock subject to this Option under § 2(a), then immediately upon such termination of employment this Option shall expire and shall have no further force or effect and be null and void with respect to such non-vested shares of Stock.

(2)

Vested Shares. Employee’s right to exercise all or any part of this Option which has vested under § 2(a) shall expire no later than the tenth anniversary of the Grant Date. However, if Employee’s employment with Alimera terminates before the tenth anniversary of the Grant Date, Employee’s right to exercise any part of this Option which has vested under § 2(a) shall expire and shall have no further force or effect and shall be null and void at the end of the ninety (90) day period which starts on the date his or her employment terminates.

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(c) Special Rules.

(1)	Change in Control. If there is a Change in Control of Alimera, this Option shall be subject to the provisions of § 14 of the Plan with respect to such Change in Control.
(2)	Affiliates. For purposes of this Option Certificate, any reference to Alimera shall include any Affiliate, Parent or Subsidiary of Alimera, and a transfer of employment between Alimera and any Affiliate, Parent or Subsidiary of Alimera or between any Affiliate, Parent or Subsidiary of Alimera shall not be treated as a termination of employment under the Plan or this Option Certificate.
(3)	Fractional Shares. Employee’s right to exercise this Option shall not include a right to exercise this Option to purchase a fractional share of Stock. If Employee exercises this Option on any date when this Option includes a fractional share of Stock, his or her exercise right shall be rounded down to the nearest whole share of Stock and the fractional share shall be carried forward until that fractional share together with any other fractional shares can be combined to equal a whole share of Stock or this Option expires

     § 3. Method of Exercise of Option. Employee may exercise this Option in whole or in part (to the extent this Option is otherwise exercisable under § 2 with respect to vested shares of Stock) only in accordance with the rules and procedures established from time to time by Alimera for the exercise of an Option. The Option Price shall be paid at exercise either in cash, by check acceptable to Alimera or through any cashless exercise/resale procedure which is implemented by a broker unrelated to Alimera through a sale of Stock in the open market and which is acceptable to the Committee, or in any combination of these forms of payment.

     § 4. Delivery and Other Laws. Alimera shall deliver appropriate and proper evidence of ownership of any Stock purchased pursuant to the exercise of this Option as soon as practicable after such exercise to the extent such delivery is then permissible under applicable law or rule or regulation, and such delivery shall discharge Alimera of all of its duties and responsibilities with respect to this Option.

     § 5. Nontransferable. Except as expressly authorized by the Committee, no rights granted under this Option shall be transferable by Employee other than by will or by the laws of descent and distribution, and the rights granted under this Option shall be exercisable during Employee’s lifetime only by Employee. The person or persons, if any, to whom this

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Option is transferred by will or by the laws of descent and distribution shall be treated after Employee’s death the same as Employee under this Option Certificate.

     § 6. No Right to Continue Service. Neither the Plan, this Option, nor any related material shall give Employee the right to continue in employment by Alimera or shall adversely affect the right of Alimera to terminate Employee’s employment with or without cause (as determined by the Committee) at any time.

     § 7. Stockholder Status. Employee shall have no rights as a stockholder with respect to any shares of Stock under this Option until such shares have been duly issued and delivered to Employee, and no adjustment shall be made for dividends of any kind or description whatsoever or for distributions of rights of any kind or description whatsoever respecting such Stock except as expressly set forth in the Plan.

     § 8. Governing Law. The Plan and this Option shall be governed by the laws of the State of Delaware.

     § 9. Binding Effect. This Option shall be binding upon Alimera and Employee and their respective heirs, executors, administrators and successors.

     § 10. Tax Withholding. This Option has been granted subject to the condition that Employee consents to whatever action the Committee directs to satisfy the minimum statutory federal and state withholding requirements, if any, which Alimera determines are applicable upon the exercise of this Option.

     § 11. References. Any references to sections (§) in this Option Certificate shall be to sections (§) of this Option Certificate unless otherwise expressly stated as part of such reference.

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ALIMERA SCIENCES, INC.

2005 INCENTIVE STOCK PLAN

INCENTIVE STOCK OPTION

OPTION CERTIFICATE

Alimera Sciences, Inc., a Delaware corporation (“Alimera”), in accordance with the Alimera Sciences, Inc. 2005 Incentive Stock Plan (the “Plan”), hereby grants an Option to Susan Caballa who shall be referred to as “Employee”, to purchase from Alimera Twelve Thousand Five Hundred and Eighteen (12,518) shares of Stock at an Option Price per share equal to $.41 which grant shall be subject to all of the terms and conditions set forth in this Option Certificate and in the Plan. This grant has been made as of December 13, 2007 which shall be referred to as the “Grant Date”. This Option is intended to satisfy the requirements of § 422 of the Code and thus is intended to be an ISO as that term is defined in the Plan.

	ALIMERA SCIENCES, INC.
	By:	/s/ Richard Eiswirth, Jr.
Acknowledged:	EMPLOYEE:
	/s/ Susan H. Caballa
		[Signature]
	Date:	18 January 2008

TERMS AND CONDITIONS

     § 1. Plan. This Option grant is subject to all the terms and conditions set forth in the Plan and this Option Certificate, and all the terms in this Option certificate which begin with a capital letter are either defined in this Option Certificate or in the Plan. If a determination is made that any term or condition set forth in this Option Certificate is inconsistent with the Plan, the Plan shall control. A copy of the Plan will be made available to Employee upon written request to the Chief Financial Officer of Alimera.

     §2. Vesting and Option Expiration.

(a) General Rule. Subject to § 2(b) and § 2(c), Employee’s right under this Option Certificate to exercise this Option shall vest with respect to:

(1)	1/4 of the shares of Stock which are subject to this Option on December 13, 2008, the Initial Vesting Date, provided Employee remains continuously employed by Alimera through the Initial Vesting Date; and
(2)	3/4 of the shares of Stock which are subject to this Option in equal increments quarterly over three years beginning on the date three (3) months from the initial vesting date provided he or she remains continuously employed by Alimera through the last day of each quarterly period.

(b) Option Expiration Rules.

(1)

Non-Vested Shares. If Employee’s employment with Alimera terminates for any reason whatsoever, including death, disability (as determined by the committee) or retirement, while thee are any non-vested shares of Stock subject to this Option under § 2(a), then immediately upon such termination of employment this Option shall expire and shall have no further force or effect and be null and void with respect to such non-vested shares of Stock.

(2)

Vested Shares. Employee’s right to exercise all or any part of this Option which has vested under § 2(a) shall expire no later than the tenth anniversary of the Grant Date. However, if Employee’s employment with Alimera terminates before the tenth anniversary of the Grant Date, Employee’s right to exercise any part of this Option which has vested under § 2(a) shall expire and shall have no further force or effect and shall be null and void at the end of the ninety (90) day period which starts on the date his or her employment terminates.

(c) Special Rules.

(1)	Change in Control. If there is a Change in Control of Alimera, this Option shall be subject to the provisions of § 14 of the Plan with respect to such Change in Control.
(2)	Affiliates. For purposes of this Option Certificate, any reference to Alimera shall include any Affiliate, Parent or Subsidiary or Alimera, and a transfer of employment between Alimera and any Affiliate, Parent or Subsidiary of Alimera or between any Affiliate, Parent or Subsidiary of Alimera shall not be treated as a termination of employment under the Plan or this Option Certificate.

(3) Fractional Shares. Employee’s right to exercise this Option shall not include a right to exercise this Option to purchase a fractional share of Stock. If Employee exercises this Option on any date when this Option includes a fractional share of Stock, his or her exercise right shall be rounded down to the nearest whole share of Stock and the fractional share shall be carried forward until that fractional share together with any other fractional shares can be combined to equal a whole share of Stock or this Option expires.

     §3. Method of Exercise of Option. Employee may exercise this Option in whole or in part (to the extent this Option is otherwise exercisable under § 2 with respect to vested shares of Stock) only in accordance with the rules and procedures established from time to time by Alimera for the exercise of an Option. The Option Price shall be paid at exercise either in cash, by check acceptable to Alimera or through any cashless exercise/resale procedure which is implemented by a broker unrelated to Alimera through a sale of Stock in the open market and which is acceptable to the Committee, or in any combination of those forms of payment.

     § 4. Delivery and Other Laws. Alimera shall deliver appropriate and proper evidence of ownership of any Stock purchased pursuant to the exercise of this Option as soon as practicable after such exercise to the extent such delivery is then permissible under applicable law or rule or regulation, and such delivery discharge Alimera of all of its duties and responsibilities with respect to this Option.

     § 5. Nontransferable. Except as expressly authorized by the Committee, no rights granted under this Option shall be transferable by Employee other than by will or by the laws of descent and distribution, and the rights granted under this Option shall be exercisable during Employee’s lifetime only by Employee. The person or persons, if any, to whom this Option is transferred by will or by the laws of descent and distribution shall be treated after Employee’s death the same as Employee under this Option Certificate.

     § 6. No Right to Continue Service. Neither the Plan, this Option, nor any related material shall give Employee the right to continue in employment by Alimera or shall adversely affect the right of Alimera to terminate Employee’s employment with our without cause (as determined by the Committee) at any time.

     § 7. Stockholder Status. Employee shall have no rights as a stockholder with respect to any shares of Stock under this Option until such shares have been duly issued and delivered to Employee, and no adjustment shall be made for dividends of any kind or description whatsoever or for distributions of rights of any kind or description whatsoever respecting such Stock except as expressly set forth in the Plan.

     § 8. Governing Law. The Plan and this Option shall be governed by the laws of the State of Delaware.

     § 9. Binding Effect. This Option shall be binding upon Alimera and Employee and their respective heirs, executors, administrators and successors.

     § 10. Tax Withholding. This Option has been granted subject to the condition that Employee consents to whatever action the Committee directs to satisfy the minimum statutory federal and state withholding requirements, if any, which Alimera determines are applicable upon the exercise of this Option.

     § 11. References. Any references to sections (§) in this Option Certificate shall be to sections (§) of this Option Certificate unless otherwise expressly stated as part of such reference.

ALIMERA SCIENCES, INC.

2005 INCENTIVE STOCK PLAN

INCENTIVE STOCK OPTION

OPTION CERTIFICATE

Alimera Sciences, Inc., a Delaware corporation (“Alimera”), in accordance with the Alimera Sciences, Inc. 2005 Incentive Stock Plan (the “Plan”), hereby grants an Option to Susan Caballa who shall be referred to as “Employee”, to purchase from Alimera Fifty Thousand (50,000) shares of Stock at an Option Price per share equal to $.41 which grant shall be subject to all of the terms and conditions set forth in this Option Certificate and in the Plan. This grant has been made as of March 1, 2007 which shall be referred to as the “Grant Date”. This Option is intended to satisfy the requirements of § 422 of the Code and thus is intended to be an ISO as that term is defined in the Plan.

	ALIMERA SCIENCES, INC.
	By:	/s/ Richard Eiswirth, Jr.
Acknowledged:	EMPLOYEE:
	/s/ Susan H. Caballa
		[Signature]
	Date:	May 17, 2007

TERMS AND CONDITIONS

     § 1. Plan. This Option grant is subject to all the terms and conditions set forth in the Plan and this Option Certificate, and all the terms in this Option certificate which begin with a capital letter are either defined in this Option Certificate or in the Plan. If a determination is made that any term or condition set forth in this Option Certificate is inconsistent with the Plan, the Plan shall control. A copy of the Plan will be made available to Employee upon written request to the Chief Financial Officer of Alimera.

     § 2. Vesting and Option Expiration.

(a) General Rule. Subject to § 2(b) and § 2(c), Employee’s right under this Option Certificate to exercise this Option shall vest with respect to:

(1)	1/4 of the shares of Stock which are subject to this Option on 03/01/2008, the Initial Vesting Date, provided Employee remains continuously employed by Alimera through the Initial Vesting Date; and
(2)	3/4 of the shares of Stock which are subject to this Option in equal increments quarterly over three years beginning on the date three (3) months from the Initial Vesting Date provided he or she remains continuously employed by Alimera through the last day of each quarterly period.

(b) Option Expiration Rules,

(1)

Non-Vested Shares. If Employee’s employment with Alimera terminates for any reason whatsoever, including death, disability (as determined by the committee) or retirement, while thee are any non-vested shares of Stock subject to this Option under § 2(a), then immediately upon such termination of employment this Option shall expire and shall have no further force or effect and be null and void with respect to such non-vested shares of Stock,

(2)

Vested Shares. Employee’s right to exercise all or any part of this Option which has vested under § 2(a) shall expire no later than the tenth anniversary of the Grant Date. However, if Employee’s employment with Alimera terminates before the tenth anniversary of the Grant Date, Employee’s right to exercise any part of this Option which has vested under § 2(a) shall expire and shall have no further force or effect and shall be null and void at the end of the ninety (90) day period which starts on the date his or her employment terminates.

(c) Special Rules.

(1)	Change in Control. If there is a Change in Control of Alimera, this Option shall be subject to the provisions of § 14 of the Plan with respect to such Change in Control.
(2)	Affiliates. For purposes of this Option Certificate, any reference to Alimera shall include any Affiliate, Parent or Subsidiary or Alimera, and a transfer of employment between Alimera and any Affiliate, Parent or Subsidiary of Alimera or between any Affiliate, Parent or Subsidiary of Alimera shall not be treated as a termination of employment under the Plan or this Option Certificate.
(3)	Fractional Shares. Employee’s right to exercise this Option shall not

include a right to exercise this Option to purchase a fractional share of Stock. If Employee exercises this Option on any date when this Option includes a fractional share of Stock, his or her exercise right shall be rounded down to the nearest whole share of Stock and the fractional share shall be carried forward until that fractional share together with any other fractional shares can be combined to equal a whole share of Stock or this Option expires.

     § 3. Method of Exercise of Option. Employee may exercise this Option in whole or in part (to the extent this Option is otherwise exercisable under § 2 with respect to vested shares of Stock) only in accordance with the rules and procedures established from time to time by Alimera for the exercise of an Option. The Option Price shall be paid at exercise either in cash, by check acceptable to Alimera or through any cashless exercise/resale procedure which is implemented by a broker unrelated to Alimera through a sale of Stock in the open market and which is acceptable to the Committee, or in any combination of those forms of payment.

     § 4. Delivery and Other Laws. Alimera shall deliver appropriate and proper evidence of ownership of any Stock purchased pursuant to the exercise of this Option as soon as practicable after such exercise to the extent such delivery is then permissible under applicable law or rule or regulation, and such delivery discharge Alimera of all of its duties and responsibilities with respect to this Option.

     § 5. Nontransferable. Except as expressly authorized by the Committee, no rights granted under this Option shall be transferable by Employee other than by will or by the laws of descent and distribution, and the rights granted under this Option shall be exercisable during Employee’s lifetime only by Employee. The person or persons, if any, to whom this Option is transferred by will or by the laws of descent and distribution shall be treated after Employee’s death the same as Employee under this Option Certificate.

     § 6. No Right to Continue Service. Neither the Plan, this Option, nor any related material shall give Employee the right to continue in employment by Alimera or shall adversely affect the right of Alimera to terminate Employee’s employment with our without cause (as determined by the Committee) at any time.

     § 7. Stockholder Status. Employee shall have no rights as a stockholder with respect to any shares of Stock under this Option until such shares have been duly issued and delivered to Employee, and no adjustment shall be made for dividends of any kind or description whatsoever or for distributions of rights of any kind or description whatsoever respecting such Stock except as expressly set forth in the Plan.

     § 8. Governing Law. The Plan and this Option shall be governed by the laws of the State of Delaware.

     § 9. Binding Effect. This Option shall be binding upon Alimera and Employee and their respective heirs, executors, administrators and successors.

     § 10. Tax Withholding. This Option has been granted subject to the condition that Employee consents to whatever action the Committee directs to satisfy the minimum statutory federal and state withholding requirements, if any, which Alimera determines are applicable upon the exercise of this Option.

     § 11. References. Any references to sections (§) in this Option Certificate shall be to sections (§) of this Option Certificate unless otherwise expressly stated as part of such reference.

ALIMERA SCIENCES, INC.

2004 INCENTIVE STOCK PLAN

INCENTIVE STOCK OPTION

OPTION CERTIFICATE

Alimera Sciences, Inc., a Delaware corporation (“Alimera”), in accordance with the Alimera Sciences, Inc. 2004 Incentive Stock Plan (the “Plan”), hereby grants an Option to Susan Caballa, who shall be referred to as “Employee”, to purchase from Alimera 69,633 shares of Stock at an Option Price per share equal to $0.60, which grant shall be subject to all of the terms and conditions set forth in this Option Certificate and in the Plan. This grant has been made as of February 18, 2005, which shall be referred to as the “Grant Date”. This Option is intended to satisfy the requirements of § 422 of the Code and thus is intended to be an ISO as that term is defined in the Plan.

	ALIMERA SCIENCES, INC.
	By:	/s/ Dan Myers
	Dan Myers
	President, CEO
Acknowledged:	Susan H. Caballa
	/s/ Susan H. Caballa
		[Signature]
	Date:	2/18/05

TERMS AND CONDITIONS

     § 1. Plan. This Option grant is subject to all the terms and conditions set forth in the Plan and this Option Certificate, and all the terms in this Option Certificate which begin with a capital letter are either defined in this Option Certificate or in the Plan. If a determination

is made that any term or condition set forth in this Option Certificate is inconsistent with the Plan, the Plan shall control. A copy of the Plan will be made available to Employee upon written request to the Chief Financial Officer of Alimera.

     § 2. Vesting and Option Expiration.

(a) General Rule. Subject to § 2(b) and § 2(c), Employee’s right under this Option Certificate to exercise this Option shall vest with respect to:

(1)	1/4 of the shares of Stock which are subject to this Option on the first anniversary of the Grant Date, provided Employee remains continuously employed by Alimera through the first anniversary of the Grant Date; and
(2)	1/12 of the shares of Stock which remain subject to this Option, and which do not vest on the first anniversary of the Grant Date, on the last day of each calendar quarter in the twelve calendar quarter period which starts on or after the first anniversary of the Grant Date, provided he or she remains continuously employed by Alimera through the last day of such calendar quarter.

(b) Option Expiration Rules.

(1)

Non-Vested Shares. If Employee’s employment with Alimera terminates for any reason whatsoever, including death, disability (as determined by the Committee) or retirement, while there are any non-vested shares of Stock subject to this Option under § 2(a), then immediately upon such termination of employment this Option shall expire and shall have no further force or effect and be null and void with respect to such non-vested shares of Stock.

(2)

Vested Shares. Employee’s right to exercise all or any part of this Option which has vested under § 2(a) shall expire no later than the tenth anniversary of the Grant Date. However, if Employee’s employment with Alimera terminates before the tenth anniversary of the Grant Date, Employee’s right to exercise any part of this Option which has vested under § 2(a) shall expire and shall have no further force or effect and shall be null and void at the end of the ninety (90) day period which starts on the date his or her employment terminates.

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(c) Special Rules.

(1)	Change in Control. If there is a Change in Control of Alimera, this Option shall be subject to the provisions of § 14 of the Plan with respect to such Change in Control.
(2)	Affiliates. For purposes of this Option Certificate, any reference to Alimera shall include any Affiliate, Parent or Subsidiary of Alimera, and a transfer of employment between Alimera and any Affiliate, Parent or Subsidiary of Alimera or between any Affiliate, Parent or Subsidiary of Alimera shall not be treated as a termination of employment under the Plan or this Option Certificate.
(3)	Fractional Shares. Employee’s right to exercise this Option shall not include a right to exercise this Option to purchase a fractional share of Stock. If Employee exercises this Option on any date when this Option includes a fractional share of Stock, his or her exercise right shall be rounded down to the nearest whole share of Stock and the fractional share shall be carried forward until that fractional share together with any other fractional shares can be combined to equal a whole share of Stock or this Option expires

     § 3. Method of Exercise of Option. Employee may exercise this Option in whole or in part (to the extent this Option is otherwise exercisable under § 2 with respect to vested shares of Stock) only in accordance with the rules and procedures established from time to time by Alimera for the exercise of an Option. The Option Price shall be paid at exercise either in cash, by check acceptable to Alimera or through any cashless exercise/resale procedure which is implemented by a broker unrelated to Alimera through a sale of Stock in the open market and which is acceptable to the Committee, or in any combination of these forms of payment.

     § 4. Delivery and Other Laws. Alimera shall deliver appropriate and proper evidence of ownership of any Stock purchased pursuant to the exercise of this Option as soon as practicable after such exercise to the extent such delivery is then permissible under applicable law or rule or regulation, and such delivery shall discharge Alimera of all of its duties and responsibilities with respect to this Option.

     § 5. Nontransferable. Except as expressly authorized by the Committee, no rights granted under this Option shall be transferable by Employee other than by will or by the laws of descent and distribution, and the rights granted under this Option shall be exercisable during Employee’s lifetime only by Employee. The person or persons, if any, to whom this

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Option is transferred by will or by the laws of descent and distribution shall be treated after Employee’s death the same as Employee under this Option Certificate.

     § 6. No Right to Continue Service. Neither the Plan, this Option, nor any related material shall give Employee the right to continue in employment by Alimera or shall adversely affect the right of Alimera to terminate Employee’s employment with or without cause (as determined by the Committee) at any time.

     § 7. Stockholder Status. Employee shall have no rights as a stockholder with respect to any shares of Stock under this Option until such shares have been duly issued and delivered to Employee, and no adjustment shall be made for dividends of any kind or description whatsoever or for distributions of rights of any kind or description whatsoever respecting such Stock except as expressly set forth in the Plan.

     § 8. Governing Law. The Plan and this Option shall be governed by the laws of the State of Delaware.

     § 9. Binding Effect. This Option shall be binding upon Alimera and Employee and their respective heirs, executors, administrators and successors.

     § 10. Tax Withholding. This Option has been granted subject to the condition that Employee consents to whatever action the Committee directs to satisfy the minimum statutory federal and state withholding requirements, if any, which Alimera determines are applicable upon the exercise of this Option.

     § 11. References. Any references to sections (§) in this Option Certificate shall be to sections (§) of this Option Certificate unless otherwise expressly stated as part of such reference.

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ALIMERA SCIENCES, INC.

2004 INCENTIVE STOCK PLAN

INCENTIVE STOCK OPTION

OPTION CERTIFICATE

Alimera Sciences, Inc., a Delaware corporation (“Alimera”), in accordance with the Alimera Sciences, Inc. 2004 Incentive Stock Plan (the “Plan”), hereby grants an Option to Susan Caballa, who shall be referred to as “Employee,” to purchase from Alimera Twenty Thousand Six Hundred Sixty-Four (20,664) shares of Stock at an Option Price per share equal to $1.18 which grant shall be subject to all of the terms and conditions set forth in this Option Certificate and in the Plan. This grant has been made as of August 25, 2009, which shall be referred to as the “Grant Date”. This Option is intended to satisfy the requirements of § 422 of the Code and thus is intended to be an ISO as that term is defined in the Plan.

	ALIMERA SCIENCES, INC.
	By:
Acknowledged:	EMPLOYEE:
	[Signature]
	Date:

TERMS AND CONDITIONS

     § 1. Plan. This Option grant is subject to all the terms and conditions set forth in the Plan and this Option Certificate, and all the terms in this Option certificate which begin with a capital letter are either defined in this Option Certificate or in the Plan. If a determination is made that any term or condition set forth in this Option Certificate is inconsistent with the Plan, the Plan shall control. A copy of the Plan will be made available to Employee upon written request to the Chief Financial Officer of Alimera.

     § 2. Vesting and Option Expiration.

(a) General Rule. Subject to § 2(b) and § 2(c), Employee’s right under this Option Certificate to exercise this Option shall vest with respect to:

(1)	5,166 of the shares of Stock which are subject to this Option on August 25, 2010, the Initial Vesting Date, provided Employee remains continuously employed by Alimera through the Initial Vesting Date; and
(2)	15,498 of the shares of Stock which are subject to this Option in twelve equal increments quarterly beginning on November 25, 2010 through August 25, 2013 provided Employee remains continuously employed by Alimera through the last day of each quarterly period.

(b) Option Expiration Rules.

(1)

Non-Vested Shares. If Employee’s employment with Alimera terminates for any reason whatsoever, including death, disability (as determined by the committee) or retirement, while thee are any non-vested shares of Stock subject to this Option under § 2(a), then immediately upon such termination of employment this Option shall expire and shall have no further force or effect and be null and void with respect to such non-vested shares of Stock.

(2)

Vested Shares. Employee’s right to exercise all or any part of this Option which has vested under § 2(a) shall expire no later than the tenth anniversary of the Grant Date. However, if Employee’s employment with Alimera terminates before the tenth anniversary of the Grant Date, Employee’s right to exercise any part of this Option which has vested under § 2(a) shall expire and shall have no further force or effect and shall be null and void at the end of the ninety (90) day period which starts on the date his or her employment terminates.

(c) Special Rules.

(1)	Change in Control. If there is a Change in Control of Alimera, this Option shall be subject to the provisions of § 14 of the Plan with respect to such Change in Control.
(2)	Affiliates. For purposes of this Option Certificate, any reference to Alimera shall include any Affiliate, Parent or Subsidiary or Alimera, and a transfer of employment between Alimera and any Affiliate, Parent or Subsidiary of Alimera or between any Affiliate, Parent or Subsidiary of Alimera shall not be treated as a termination of employment under the Plan or this Option Certificate.
(3)	Fractional Shares. Employee’s right to exercise this Option shall not include a right to exercise this Option to purchase a fractional share of

Stock. If Employee exercises this Option on any date when this Option includes a fractional share of Stock, his or her exercise right shall be rounded down to the nearest whole share of Stock and the fractional share shall be carried forward until that fractional share together with any other fractional shares can be combined to equal a whole share of Stock or this Option expires.

     § 3. Method of Exercise of Option. Employee may exercise this Option in whole or in part (to the extent this Option is otherwise exercisable under § 2 with respect to vested shares of Stock) only in accordance with the rules and procedures established from time to time by Alimera for the exercise of an Option. The Option Price shall be paid at exercise either in cash, by check acceptable to Alimera or through any cashless exercise/resale procedure which is implemented by a broker unrelated to Alimera through a sale of Stock in the open market and which is acceptable to the Committee, or in any combination of those forms of payment.

     § 4. Delivery and Other Laws. Alimera shall deliver appropriate and proper evidence of ownership of any Stock purchased pursuant to the exercise of this Option as soon as practicable after such exercise to the extent such delivery is then permissible under applicable law or rule or regulation, and such delivery discharge Alimera of all of its duties and responsibilities with respect to this Option.

     § 5. Nontransferable. Except as expressly authorized by the Committee, no rights granted under this Option shall be transferable by Employee other than by will or by the laws of descent and distribution, and the rights granted under this Option shall be exercisable during Employee’s lifetime only by Employee. The person or persons, if any, to whom this Option is transferred by will or by the laws of descent and distribution shall be treated after Employee’s death the same as Employee under this Option Certificate.

     § 6. No Right to Continue Service. Neither the Plan, this Option, nor any related material shall give Employee the right to continue in employment by Alimera or shall adversely affect the right of Alimera to terminate Employee’s employment with our without cause (as determined by the Committee) at any time.

     § 7. Stockholder Status. Employee shall have no rights as a stockholder with respect to any shares of Stock under this Option until such shares have been duly issued and delivered to Employee, and no adjustment shall be made for dividends of any kind or description whatsoever or for distributions of rights of any kind or description whatsoever respecting such Stock except as expressly set forth in the Plan.

     § 8. Governing Law. The Plan and this Option shall be governed by the laws of the State of Delaware.

     § 9. Binding Effect. This Option shall be binding upon Alimera and Employee and their respective heirs, executors, administrators and successors.

     § 10. Tax Withholding. This Option has been granted subject to the condition that Employee consents to whatever action the Committee directs to satisfy the minimum statutory federal and state withholding requirements, if any, which Alimera determines are applicable upon the exercise of this Option.

     § 11. References. Any references to sections (§) in this Option Certificate shall be to sections (§) of this Option Certificate unless otherwise expressly stated as part of such reference.

ALIMERA SCIENCES, INC.

2005 INCENTIVE STOCK PLAN

INCENTIVE STOCK OPTION

OPTION CERTIFICATE

Alimera Sciences, Inc., a Delaware corporation (“Alimera”), in accordance with the Alimera Sciences, Inc. 2005 Incentive Stock Plan (the “Plan”), hereby grants an Option to Susan Caballa, who shall be referred to as “Employee,” to purchase from Alimera Sixty-Two Thousand Seven Hundred Twenty-Seven (62,727) shares of Stock at an Option Price per share equal to $1.18 which grant shall be subject to all of the terms and conditions set forth in this Option Certificate and in the Plan. This grant has been made as of August 25, 2009, which shall be referred to as the “Grant Date”. This Option is intended to satisfy the requirements of § 422 of the Code and thus is intended to be an ISO as that term is defined in the Plan.

	ALIMERA SCIENCES, INC.
	By:
Acknowledged:	EMPLOYEE:
	[Signature]
	Date:

TERMS AND CONDITIONS

     § 1. Plan. This Option grant is subject to all the terms and conditions set forth in the Plan and this Option Certificate, and all the terms in this Option certificate which begin with a capital letter are either defined in this Option Certificate or in the Plan. If a determination is made that any term or condition set forth in this Option Certificate is inconsistent with the Plan, the Plan shall control. A copy of the Plan will be made available to Employee upon written request to the Chief Financial Officer of Alimera.

     § 2. Vesting and Option Expiration.

(a) General Rule. Subject to § 2(b) and § 2(c), Employee’s right under this Option Certificate to exercise this Option shall vest with respect to:

(1)

15,681 of the shares of Stock which are subject to this Option vest upon the one year anniversary of the date upon which the Investor Majority, as defined in the Series C-1 Preferred Stock and Warrant Purchase Agreement (the “Purchase Agreement”), deliver to the Company a Mandatory Exercise Election, as defined in the Purchase Agreement, the Initial Vesting Date, provided Employee remains continuously employed by Alimera through the Initial Vesting Date; and

(2)

47,046 of the shares of Stock which are subject to this Option shall vest quarterly in twelve equal increments beginning on the date three months from the Initial Vesting Date, provided Employee remains continuously employed by Alimera through the last day of each quarterly period.

(b) Option Expiration Rules.

(1)

Non-Vested Shares. If Employee’s employment with Alimera terminates for any reason whatsoever, including death, disability (as determined by the committee) or retirement, while there are any non-vested shares of Stock subject to this Option under § 2(a), then immediately upon such termination of employment this Option shall expire and shall have no further force or effect and be null and void with respect to such non-vested shares of Stock.

(2)

Vested Shares. Employee’s right to exercise all or any part of this Option which has vested under § 2(a) shall expire no later than the tenth anniversary of the Grant Date. However, if Employee’s employment with Alimera terminates before the tenth anniversary of the Grant Date, Employee’s right to exercise any part of this Option which has vested under § 2(a) shall expire and shall have no further force or effect and shall be null and void at the end of the ninety (90) day period which starts on the date his or her employment terminates.

(c) Special Rules.

(1)	Change in Control. If there is a Change in Control of Alimera, this Option shall be subject to the provisions of § 14 of the Plan with respect to such Change in Control.
(2)	Affiliates. For purposes of this Option Certificate, any reference to Alimera shall include any Affiliate, Parent or Subsidiary or Alimera, and a transfer of employment between Alimera and any Affiliate, Parent or Subsidiary of

Alimera or between any Affiliate, Parent or Subsidiary of Alimera shall not be treated as a termination of employment under the Plan or this Option Certificate.

(3)

Fractional Shares. Employee’s right to exercise this Option shall not include a right to exercise this Option to purchase a fractional share of Stock. If Employee exercises this Option on any date when this Option includes a fractional share of Stock, his or her exercise right shall be rounded down to the nearest whole share of Stock and the fractional share shall be carried forward until that fractional share together with any other fractional shares can be combined to equal a whole share of Stock or this Option expires.

     § 3. Method of Exercise of Option. Employee may exercise this Option in whole or in part (to the extent this Option is otherwise exercisable under § 2 with respect to vested shares of Stock) only in accordance with the rules and procedures established from time to time by Alimera for the exercise of an Option. The Option Price shall be paid at exercise either in cash, by check acceptable to Alimera or through any cashless exercise/resale procedure which is implemented by a broker unrelated to Alimera through a sale of Stock in the open market and which is acceptable to the Committee, or in any combination of those forms of payment.

     § 4. Delivery and Other Laws. Alimera shall deliver appropriate and proper evidence of ownership of any Stock purchased pursuant to the exercise of this Option as soon as practicable after such exercise to the extent such delivery is then permissible under applicable law or rule or regulation, and such delivery discharge Alimera of all of its duties and responsibilities with respect to this Option.

     § 5. Nontransferable. Except as expressly authorized by the Committee, no rights granted under this Option shall be transferable by Employee other than by will or by the laws of descent and distribution, and the rights granted under this Option shall be exercisable during Employee’s lifetime only by Employee. The person or persons, if any, to whom this Option is transferred by will or by the laws of descent and distribution shall be treated after Employee’s death the same as Employee under this Option Certificate.

     § 6. No Right to Continue Service. Neither the Plan, this Option, nor any related material shall give Employee the right to continue in employment by Alimera or shall adversely affect the right of Alimera to terminate Employee’s employment with our without cause (as determined by the Committee) at any time.

     § 7. Stockholder Status. Employee shall have no rights as a stockholder with respect to any shares of Stock under this Option until such shares have been duly issued and delivered to Employee, and no adjustment shall be made for dividends of any kind or description whatsoever or for distributions of rights of any kind or description whatsoever respecting such Stock except as expressly set forth in the Plan.

     § 8. Governing Law. The Plan and this Option shall be governed by the laws of the State of Delaware.

     § 9. Binding Effect. This Option shall be binding upon Alimera and Employee and

their respective heirs, executors, administrators and successors.

     § 10. Tax Withholding. This Option has been granted subject to the condition that Employee consents to whatever action the Committee directs to satisfy the minimum statutory federal and state withholding requirements, if any, which Alimera determines are applicable upon the exercise of this Option.

     § 11. References. Any references to sections (§) in this Option Certificate shall be to sections (§) of this Option Certificate unless otherwise expressly stated as part of such reference.

EX-10.23

Exhibit 10.23

ALIMERA SCIENCES, INC.
2005 INCENTIVE STOCK PLAN
INCENTIVE STOCK OPTION
OPTION CERTIFICATE

Alimera Sciences, Inc., a Delaware corporation (“Alimera”), in accordance with the Alimera Sciences, Inc. 2005 Incentive Stock Plan (the “Plan”), hereby grants an Option to Ken Green who shall be referred to as “Employee”, to purchase from Alimera Seventy Five Thousand (75,000) shares of Stock at an Option Price per share equal to $.39 which grant shall be subject to all of the terms and conditions set forth in this Option Certificate and in the Plan. This grant has been made as of October 12, 2006, which shall be referred to as the “Grant Date”. This Option is intended to satisfy the requirements of § 422 of the Code and thus is intended to be an ISO as that term is defined in the Plan.

	ALIMERA SCIENCES, INC.
	BY:	/s/ Richard Eiswirth, Jr.
Acknowledged:	EMPLOYEE:
	/s/ Ken Green
	[Signature]
	Date:	Jan 19, 2007

TERMS AND CONDITIONS

     § 1. Plan. This Option grant is subject to all the terms and conditions set forth in the Plan and this Option Certificate, and all the terms in this Option certificate which begin with a capital letter are either defined in this Option Certificate or in the Plan. If a determination is made that any term or condition set forth in this Option Certificate is inconsistent with the Plan, the Plan shall control. A copy of the Plan will be made available to Employee upon written request to the Chief Financial Officer of Alimera.

     § 2. Vesting and Option Expiration.

(a) General Rule. Subject to § 2(b) and § 2(c), Employee’s right under this Option Certificate to exercise this Option shall vest with respect to:

(1)	1/4 of the shares of Stock which are subject to this Option on 11/22/2007, the Initial Vesting Date, provided Employee remains continuously employed by Alimera through the Initial Vesting Date; and
(2)	3/4 of the shares of Stock which are subject to this Option in equal increments quarterly over three years beginning on the date three (3) months from the initial vesting date provided he or she remains continuously employed by Alimera through the last day of each quarterly period.

(b) Option Expiration Rules.

(1)

Non-Vested Shares. If Employee’s employment with Alimera terminates for any reason whatsoever, including death, disability (as determined by the committee) or retirement, while thee are any non-vested shares of Stock subject to this Option under §2(a), then immediately upon such termination of employment this Option shall expire and shall have no further force or effect and be null and void with respect to such non-vested shares of Stock.

(2)

Vested Shares. Employee’s right to exercise all or any part of this Option which has vested under § 2(a) shall expire no later than the tenth anniversary of the Grant Date. However, if Employee’s employment with Alimera terminates before the tenth anniversary of the Grant Date, Employee’s right to exercise any part of this Option which has vested under § 2(a) shall expire and shall have no further force or effect and shall be null and void at the end of the ninety (90) day period which starts on the date his or her employment terminates.

(c) Special Rules.

(1)	Change in Control. If there is a Change in Control of Alimera, this Option shall be subject to the provisions of § 14 of the Plan with respect to such Change in Control.
(2)	Affiliates. For purposes of this Option Certificate, any reference to Alimera shall include any Affiliate, Parent or Subsidiary or Alimera, and a transfer of employment between Alimera and any Affiliate, Parent or Subsidiary of Alimera or between any Affiliate, Parent or Subsidiary of Alimera shall not be treated as a termination of employment under the Plan or this Option Certificate.

include a right to exercise this Option to purchase a fractional share of Stock. If Employee exercises this Option on any date when this Option includes a fractional share of Stock, his or her exercise right shall be rounded down to the nearest whole share of Stock and the fractional share shall be carried forward until that fractional share together with any other fractional shares can be combined to equal a whole share of Stock or this Option expires.

     § 3. Method of Exercise of Option. Employee may exercise this Option in whole or in part (to the extent this Option is otherwise exercisable under § 2 with respect to vested shares of Stock) only in accordance with the rules and procedures established from time to time by Alimera for the exercise of an Option. The Option Price shall be paid at exercise either in cash, by check acceptable to Alimera or through any cashless exercise/resale procedure which is implemented by a broker unrelated to Alimera through a sale of Stock in the open market and which is acceptable to the Committee, or in any combination of those forms of payment.

     § 4. Delivery and Other Laws. Alimera shall deliver appropriate and proper evidence of ownership of any Stock purchased pursuant to the exercise of this Option as soon as practicable after such exercise to the extent such delivery is then permissible under applicable law or rule or regulation, and such delivery discharge Alimera of all of its duties and responsibilities with respect to this Option.

     § 5. Nontransferable. Except as expressly authorized by the Committee, no rights granted under this Option shall be transferable by Employee other than by will or by the laws of descent and distribution, and the rights granted under this Option shall be exercisable during Employee’s lifetime only by Employee. The person or persons, if any, to whom this Option is transferred by will or by the laws of descent and distribution shall be treated after Employee’s death the same as Employee under this Option Certificate.

     § 6. No Right to Continue Service. Neither the Plan, this Option, nor any related material shall give Employee the right to continue in employment by Alimera or shall adversely affect the right of Alimera to terminate Employee’s employment with our without cause (as determined by the Committee) at any time,

     § 7. Stockholder Status. Employee shall have no rights as a stockholder with respect to any shares of Stock under this Option until such shares have been duly issued and delivered to Employee, and no adjustment shall be made for dividends of any kind or description whatsoever or for distributions of rights of any kind or description whatsoever respecting such Stock except as expressly set forth in the Plan.

     § 8. Governing Law. The Plan and this Option shall be governed by the laws of the State of Delaware.

     § 9. Binding Effect. This Option shall be binding upon Alimera and Employee and their respective heirs, executors, administrators and successors.

     § 10. Tax Withholding. This Option has been granted subject to the condition that Employee consents to whatever action the Committee directs to satisfy the minimum statutory federal and state withholding requirements, if any, which Alimera determines are applicable upon the exercise of this Option.

     § 11. References. Any references to sections (§) in this Option Certificate shall be to sections (§) of this Option Certificate unless otherwise expressly stated as part of such reference.

ALIMERA SCIENCES, INC.
2005 INCENTIVE STOCK PLAN
INCENTIVE STOCK OPTION
OPTION CERTIFICATE

Alimera Sciences, Inc., a Delaware corporation (“Alimera”), in accordance with the Alimera Sciences, Inc. 2005 Incentive Stock Plan (the “Plan”), hereby grants an Option to Ken Green, who shall be referred to as “Employee”, to purchase from Alimera 150,000 (One Hundred Fifty Thousand) shares of Stock at an Option Price per share equal to $.39 which grant shall be subject to all of the terms and conditions set forth in this Option Certificate and in the Plan. This grant has been made as of January 1, 2006, which shall be referred to as the “Grant Date”. This Option is intended to satisfy the requirements of § 422 of the Code and thus is intended to be an ISO as that term is defined in the Plan.

	ALIMERA SCIENCES, INC
	BY:	Richard Eiswirth, Jr.
Acknowledged:	EMPLOYEE:
	/s/ Ken Green
	[Signature]
	Date:	Feb. 3, 2005

TERMS AND CONDITIONS

     § 1. Plan. This Option grant is subject to all the terms and conditions set forth in the Plan and this Option Certificate, and all the terms in this Option certificate which begin with a capital letter are either defined in this Option Certificate or in the Plan. If a determination is made that any term or condition set forth in this Option Certificate is inconsistent with the Plan, the Plan shall control. A copy of the Plan will be made available to Employee upon written request to the Chief Financial Officer of Alimera.

     § 2. Vesting and Option Expiration.

(a) General Rule. Subject to § 2(b) and § 2(c), Employee’s right under this Option Certificate to exercise this Option shall vest with respect to:

(1)	1/4. of the shares of Stock which are subject to this Option on 11/22/2006, the Initial Vesting Date, provided Employee remains continuously employed by Alimera through the Initial Vesting Date; and
(2)	3/4 of the shares of Stock which are subject to this Option in equal increments quarterly over three years beginning on the date three (3) months from the initial vesting date provided he or she remains continuously employed by Alimera through the last day of each quarterly period.

(b) Option Expiration Rules.

(1)

Non-Vested Shares. If Employee’s employment with Alimera terminates for any reason whatsoever, including death, disability (as determined by the committee) or retirement, while thee are any non-vested shares of Stock subject to this Option under § 2(a), then immediately upon such termination of employment this Option shall expire and shall have no further force or effect and be null and void with respect to such non-vested shares of Stock.

(2)

Vested Shares. Employee’s right to exercise all or any part of this Option which has vested under § 2(a) shall expire no later than the tenth anniversary of the Grant Date. However, if Employee’s employment with Alimera terminates before the tenth anniversary of the Grant Date, Employee’s right to exercise any part of this Option which has vested under § 2(a) shall expire and shall have no further force or effect and shall be null and void at the end of the ninety (90) day period which starts on the date his or her employment terminates.

(c) Special Rules.

(1)	Change in Control. If there is a Change in Control of Alimera, this Option shall be subject to the provisions of § 14 of the Plan with respect to such Change in Control.
(2)	Affiliates. For purposes of this Option Certificate, any reference to Alimera shall include any Affiliate, Parent or Subsidiary or Alimera, and a transfer of employment between Alimera and any Affiliate, Parent or Subsidiary of Alimera or between any Affiliate, Parent or Subsidiary of Alimera shall not be treated as a termination of employment under the Plan or this Option Certificate.
(3)	Fractional Shares. Employee’s right to exercise this Option shall not

include a right to exercise this Option to purchase a fractional share of Stock. If Employee exercises this Option on any date when this Option includes a fractional share of Stock, his or her exercise right shall be rounded down to the nearest whole share of Stock and the fractional share shall be carried forward until that fractional share together with any other fractional shares can be combined to equal a whole share of Stock or this Option expires.

     § 3. Method of Exercise of Option. Employee may exercise this Option in whole or in part (to the extent this Option is otherwise exercisable under § 2 with respect to vested shares of Stock) only in accordance with the rules and procedures established from time to time by Alimera for the exercise of an Option. The Option Price shall be paid at exercise either in cash, by check acceptable to Alimera or through any cashless exercise/resale procedure which is implemented by a broker unrelated to Alimera through a sale of Stock in the open market and which is acceptable to the Committee, or in any combination of those forms of payment.

     § 4. Delivery and Other Laws. Alimera shall deliver appropriate and proper evidence of ownership of any Stock purchased pursuant to the exercise of this Option as soon as practicable after such exercise to the extent such delivery is then permissible under applicable law or rule or regulation, and such delivery discharge Alimera of all of its duties and responsibilities with respect to this Option.

     § 5. Nontransferable. Except as expressly authorized by the Committee, no rights granted under this Option shall be transferable by Employee other than by will or by the laws of descent and distribution, and the rights granted under this Option shall be exercisable during Employee’s lifetime only by Employee. The person or persons, if any, to whom this Option is transferred by will or by the laws of descent and distribution shall be treated after Employee’s death the same as Employee under this Option Certificate.

     § 6. No Right to Continue Service. Neither the Plan, this Option, nor any related material shall give Employee the right to continue in employment by Alimera or shall adversely affect the right of Alimera to terminate Employee’s employment with our without cause (as determined by the Committee) at any time.

     § 7. Stockholder Status. Employee shall have no rights as a stockholder with respect to any shares of Stock under this Option until such shares have been duly issued and delivered to Employee, and no adjustment shall be made for dividends of any kind or description whatsoever or for distributions of rights of any kind or description whatsoever respecting such Stock except as expressly set forth in the Plan.

     § 8. Governing Law. The Plan and this Option shall be governed by the laws of the State of Delaware.

     § 9. Binding Effect. This Option shall be binding upon Alimera and Employee and their respective heirs, executors, administrators and successors.

     § 10. Tax Withholding. This Option has been granted subject to the condition that Employee consents to whatever action the Committee directs to satisfy the minimum statutory federal and state withholding requirements, if any, which Alimera determines are applicable upon the exercise of this Option.

     § 11. References. Any references to sections (§) in this Option Certificate shall be to sections (§) of this Option Certificate unless otherwise expressly stated as part of such reference.

ALIMERA SCIENCES, INC.
2005 INCENTIVE STOCK PLAN
INCENTIVE STOCK OPTION
OPTION CERTIFICATE

Alimera Sciences, Inc., a Delaware corporation (“Alimera”), in accordance with the Alimera Sciences, Inc. 2005 Incentive Stock Plan (the “Plan”), hereby grants an Option to Ken Green who shall be referred to as “Employee”, to purchase from Alimera One Hundred Fifty Thousand (150,000) shares of Stock at an Option Price per share equal to $.39 which grant shall be subject to all of the terms and conditions set forth in this Option Certificate and in the Plan. This grant has been made as of October 12, 2006, which shall be referred to as the “Grant Date”. This Option is intended to satisfy the requirements of § 422 of the Code and thus is intended to be an ISO as that term is defined in the Plan.

	ALIMERA SCIENCES, INC.
	BY:	/s/ Richard Eiswirth, Jr.
Acknowledged:	EMPLOYEE:
	/s/ Ken Green
	[Signature]
	Date:	Jan 19, 2007

TERMS AND CONDITIONS

     § 1. Plan. This Option grant is subject to all the terms and conditions set forth in the Plan and this Option Certificate, and all the terms in this Option certificate which begin with a capital letter are either defined in this Option Certificate or in the Plan. If a determination is made that any term or condition set forth in this Option Certificate is inconsistent with the Plan, the Plan shall control. A copy of the Plan will be made available to Employee upon written request to the Chief Financial Officer of Alimera.

     § 2. Vesting and Option Expiration.

(a) General Rule. Subject to § 2(b) and § 2(c), Employee’s right under this Option Certificate to exercise this Option shall vest with respect to:

(1)	1/4 of the shares of Stock which are subject to this Option on 11/22/2006, the Initial Vesting Date, provided Employee remains continuously employed by Alimera through the Initial Vesting Date; and
(2)	3/4 of the shares of Stock which are subject to this Option in equal increments quarterly over three years beginning on the date three (3) months from the initial vesting date provided he or she remains continuously employed by Alimera through the last day of each quarterly period.

(b) Option Expiration Rules.

(1)

Non-Vested Shares. If Employee’s employment with Alimera terminates for any reason whatsoever, including death, disability (as determined by the committee) or retirement, while thee are any non-vested shares of Stock subject to this Option under § 2(a), then immediately upon such termination of employment this Option shall expire and shall have no further force or effect and be null and void with respect to such non-vested shares of Stock.

(2)

Vested Shares. Employee’s right to exercise all or any part of this Option which has vested under § 2(a) shall expire no later than the tenth anniversary of the Grant Date. However, if Employee’s employment with Alimera terminates before the tenth anniversary of the Grant Date, Employee’s right to exercise any part of this Option which has vested under § 2(a) shall expire and shall have no further force or effect and shall be null and void at the end of the ninety (90) day period which starts on the date his or her employment terminates.

(c) Special Rules.

(1)	Change in Control. If there is a Change in Control of Alimera, this Option shall be subject to the provisions of § 14 of the Plan with respect to such Change in Control.
(2)	Affiliates. For purposes of this Option Certificate, any reference to Alimera shall include any Affiliate, Parent or Subsidiary or Alimera, and a transfer of employment between Alimera and any Affiliate, Parent or Subsidiary of Alimera or between any Affiliate, Parent or Subsidiary of Alimera shall not be treated as a termination of employment under the Plan or this Option Certificate.
(3)	Fractional Shares. Employee’s right to exercise this Option shall not

include a right to exercise this Option to purchase a fractional share of Stock. If Employee exercises this Option on any date when this Option includes a fractional share of Stock, his or her exercise right shall be rounded down to the nearest whole share of Stock and the fractional share shall be carried forward until that fractional share together with any other fractional shares can be combined to equal a whole share of Stock or this Option expires.

     § 3. Method of Exercise of Option. Employee may exercise this Option in whole or in part (to the extent this Option is otherwise exercisable under § 2 with respect to vested shares of Stock) only in accordance with the rules and procedures established from time to time by Alimera for the exercise of an Option. The Option Price shall be paid at exercise either in cash, by check acceptable to Alimera or through any cashless exercise/resale procedure which is implemented by a broker unrelated to Alimera through a sale of Stock in the open market and which is acceptable to the Committee, or in any combination of those forms of payment.

     § 4. Delivery and Other Laws. Alimera shall deliver appropriate and proper evidence of ownership of any Stock purchased pursuant to the exercise of this Option as soon as practicable after such exercise to the extent such delivery is then permissible under applicable law or rule or regulation, and such delivery discharge Alimera of all of its duties and responsibilities with respect to this Option.

     § 5. Nontransferable. Except as expressly authorized by the Committee, no rights granted under this Option shall be transferable by Employee other than by will or by the laws of descent and distribution, and the rights granted under this Option shall be exercisable during Employee’s lifetime only by Employee. The person or persons, if any, to whom this Option is transferred by will or by the laws of descent and distribution shall be treated after Employee’s death the same as Employee under this Option Certificate.

     § 6. No Right to Continue Service. Neither the Plan, this Option, nor any related material shall give Employee the right to continue in employment by Alimera or shall adversely affect the right of Alimera to terminate Employee’s employment with our without cause (as determined by the Committee) at any time.

     § 7. Stockholder Status. Employee shall have no rights as a stockholder with respect to any shares of Stock under this Option until such shares have been duly issued and delivered to Employee, and no adjustment shall be made for dividends of any kind or description whatsoever or for distributions of rights of any kind or description whatsoever respecting such Stock except as expressly set forth in the Plan.

     § 8. Governing Law. The Plan and this Option shall be governed by the laws of the State of Delaware.

     § 9. Binding Effect. This Option shall be binding upon Alimera and Employee and their respective heirs, executors, administrators and successors.

     § 10. Tax Withholding. This Option has been granted subject to the condition that Employee consents to whatever action the Committee directs to satisfy the minimum statutory federal and state withholding requirements, if any, which Alimera determines are applicable upon the exercise of this Option.

     § 11. References. Any references to sections (§) in this Option Certificate shall be to sections (§) of this Option Certificate unless otherwise expressly stated as part of such reference.

ALIMERA SCIENCES, INC.
2005 INCENTIVE STOCK PLAN
INCENTIVE STOCK OPTION
OPTION CERTIFICATE

Alimera Sciences, Inc., a Delaware corporation (“Alimera”), in accordance with the Alimera Sciences, Inc. 2005 Incentive Stock Plan (the “Plan”), hereby grants an Option to Ken Green who shall be referred to as “Employee”, to purchase from Alimera Two Hundred Thousand (200,000) shares of Stock at an Option Price per share equal to $.41 which grant shall be subject to all of the terms and conditions set forth in this Option Certificate and in the Plan. This grant has been made as of March 1, 2007 which shall be referred to as the “Grant Date”. This Option is intended to satisfy the requirements of § 422 of the Code and thus is intended to be an ISO as that term is defined in the Plan.

	ALIMERA SCIENCES, INC.
	BY:	Richard Eiswirth, Jr.
Acknowledged:	EMPLOYEE:
	/s/ Ken Green
	[Signature]
	Date:	5/15/07

TERMS AND CONDITIONS

     § 1. Plan. This Option grant is subject to all the terms and conditions set forth in the Plan and this Option Certificate, and all the terms in this Option certificate which begin with a capital letter are either defined in this Option Certificate or in the Plan. If a determination is made that any term or condition set forth in this Option Certificate is inconsistent with the Plan, the Plan shall control. A copy of the Plan will be made available to Employee upon written request to the Chief Financial Officer of Alimera.

     § 2. Vesting and Option Expiration.

(a) General Rule. Subject to § 2(b) and § 2(c), Employee’s right under this Option Certificate to exercise this Option shall vest with respect to:

(1)	1/4 of the shares of Stock which are subject to this Option on 03/01/2008, the Initial Vesting Date, provided Employee remains continuously employed by Alimera through the Initial Vesting Date; and
(2)	3/4 of the shares of Stock which are subject to this Option in equal increments quarterly over three years beginning on the date three (3) months from the Initial Vesting Date provided he or she remains continuously employed by Alimera through the last day of each quarterly period.

(b) Option Expiration Rules.

(1)

Non-Vested Shares. If Employee’s employment with Alimera terminates for any reason whatsoever, including death, disability (as determined by the committee) or retirement, while thee are any non-vested shares of Stock subject to this Option under § 2(a), then immediately upon such termination of employment this Option shall expire and shall have no further force or effect and be null and void with respect to such non-vested shares of Stock.

(2)

Vested Shares. Employee’s right to exercise all or any part of this Option which has vested under § 2(a) shall expire no later than the tenth anniversary of the Grant Date. However, if Employee’s employment with Alimera terminates before the tenth anniversary of the Grant Date, Employee’s right to exercise any part of this Option which has vested under § 2(a) shall expire and shall have no further force or effect and shall be null and void at the end of the ninety (90) day period which starts on the date his or her employment terminates.

(c) Special Rules.

(1)	Change in Control. If there is a Change in Control of Alimera, this Option shall be subject to the provisions of § 14 of the Plan with respect to such Change in Control.
(2)	Affiliates. For purposes of this Option Certificate, any reference to Alimera shall include any Affiliate, Parent or Subsidiary or Alimera, and a transfer of employment between Alimera and any Affiliate, Parent or Subsidiary of Alimera or between any Affiliate, Parent or Subsidiary of Alimera shall not be treated as a termination of employment under the Plan or this Option Certificate.
(3)	Fractional Shares. Employee’s right to exercise this Option shall not

include a right to exercise this Option to purchase a fractional share of Stock. If Employee exercises this Option on any date when this Option includes a fractional share of Stock, his or her exercise right shall be rounded down to the nearest whole share of Stock and the fractional share shall be carried forward until that fractional share together with any other fractional shares can be combined to equal a whole share of Stock or this Option expires.

     § 3. Method of Exercise of Option. Employee may exercise this Option in whole or in part (to the extent this Option is otherwise exercisable under § 2 with respect to vested shares of Stock) only in accordance with the rules and procedures established from time to time by Alimera for the exercise of an Option. The Option Price shall be paid at exercise either in cash, by check acceptable to Alimera or through any cashless exercise/resale procedure which is implemented by a broker unrelated to Alimera through a sale of Stock in the open market and which is acceptable to the Committee, or in any combination of those forms of payment.

     § 4. Delivery and Other Laws. Alimera shall deliver appropriate and proper evidence of ownership of any Stock purchased pursuant to the exercise of this Option as soon as practicable after such exercise to the extent such delivery is then permissible under applicable law or rule or regulation, and such delivery discharge Alimera of all of its duties and responsibilities with respect to this Option.

     § 5. Nontransferable. Except as expressly authorized by the Committee, no rights granted under this Option shall be transferable by Employee other than by will or by the laws of descent and distribution, and the rights granted under this Option shall be exercisable during Employee’s lifetime only by Employee. The person or persons, if any, to whom this Option is transferred by will or by the laws of descent and distribution shall be treated after Employee’s death the same as Employee under this Option Certificate.

     § 6. No Right to Continue Service. Neither the Plan, this Option, nor any related material shall give Employee the right to continue in employment by Alimera or shall adversely affect the right of Alimera to terminate Employee’s employment with our without cause (as determined by the Committee) at any time.

     § 7. Stockholder Status. Employee shall have no rights as a stockholder with respect to any shares of Stock under this Option until such shares have been duly issued and delivered to Employee, and no adjustment shall be made for dividends of any kind or description whatsoever or for distributions of rights of any kind or description whatsoever respecting such Stock except as expressly set forth in the Plan.

     § 8. Governing Law. The Plan and this Option shall be governed by the laws of the State of Delaware.

     § 9. Binding Effect. This Option shall be binding upon Alimera and Employee and their respective heirs, executors, administrators and successors.

     § 10. Tax Withholding. This Option has been granted subject to the condition that Employee consents to whatever action the Committee directs to satisfy the minimum statutory federal and state withholding requirements, if any, which Alimera determines are applicable upon the exercise of this Option.

     § 11. References. Any references to sections (§) in this Option Certificate shall be to sections (§) of this Option Certificate unless otherwise expressly stated as part of such reference.

ALIMERA SCIENCES, INC.
2005 INCENTIVE STOCK PLAN
INCENTIVE STOCK OPTION
OPTION CERTIFICATE

Alimera Sciences, Inc., a Delaware corporation (“Alimera”), in accordance with the Alimera Sciences, Inc. 2005 Incentive Stock Plan (the “Plan”), hereby grants an Option to Kenneth Green who shall be referred to as “Employee”, to purchase from Alimera Two Hundred Twenty Nine Thousand Two Hundred and Six (229,206) shares of Stock at an Option Price per share equal to $.71 which grant shall be subject to all of the terms and conditions set forth in this Option Certificate and in the Plan. This grant has been made as of March 20, 2008 which shall be referred to as the “Grant Date”. This Option is intended to satisfy the requirements of § 422 of the Code and thus is intended to be an ISO as that term is defined in the Plan.

	ALIMERA SCIENCES, INC.
	By:	/s/ Richard Eiswirth
Acknowledged:	EMPLOYEE:
	/s/ Kenneth Green
	[Signature]
	Date:	Apr 4, 2008

TERMS AND CONDITIONS

     § 1. Plan. This Option grant is subject to all the terms and conditions set forth in the Plan and this Option Certificate, and all the terms in this Option certificate which begin with a capital letter are either defined in this Option Certificate or in the Plan. If a determination is made that any term or condition set forth in this Option Certificate is inconsistent with the Plan, the Plan shall control. A copy of the Plan will be made available to Employee upon written request to the Chief Financial Officer of Alimera.

     § 2. Vesting and Option Expiration.

(a) General Rule. Subject to § 2(b) and § 2(c), Employee’s right under this Option Certificate to exercise this Option shall vest with respect to:

(1)	1/4 of the shares of Stock which are subject to this Option on March 20 2009, the Initial Vesting Date, provided Employee remains continuously employed by Alimera through the Initial Vesting Date; and
(2)	3/4 of the shares of Stock which are subject to this Option in equal increments quarterly over three years beginning on the date three (3) months from the initial vesting date provided he or she remains continuously employed by Alimera through the last day of each quarterly period.

(b) Option Expiration Rules.

(1)

Non-Vested Shares. If Employee’s employment with Alimera terminates for any reason whatsoever, including death, disability (as determined by the committee) or retirement, while thee are any non-vested shares of Stock subject to this Option under § 2(a), then immediately upon such termination of employment this Option shall expire and shall have no further force or effect and be null and void with respect to such non-vested shares of Stock.

(2)

Vested Shares. Employee’s right to exercise all or any part of this Option which has vested under § 2(a) shall expire no later than the tenth anniversary of the Grant Date. However, if Employee’s employment with Alimera terminates before the tenth anniversary of the Grant Date, Employee’s right to exercise any part of this Option which has vested under § 2(a) shall expire and shall have no further force or effect and shall be null and void at the end of the ninety (90) day period which starts on the date his or her employment terminates.

(c) Special Rules.

(1)	Change in Control. If there is a Change in Control of Alimera, this Option shall be subject to the provisions of § 14 of the Plan with respect to such Change in Control.
(2)	Affiliates. For purposes of this Option Certificate, any reference to Alimera shall include any Affiliate, Parent or Subsidiary or Alimera, and a transfer of employment between Alimera and any Affiliate, Parent or Subsidiary of Alimera or between any Affiliate, Parent or Subsidiary of Alimera shall not be treated as a termination of employment under the Plan or this Option Certificate.

(3) Fractional Shares. Employee’s right to exercise this Option shall not include a right to exercise this Option to purchase a fractional share of Stock. If Employee exercises this Option on any date when this Option includes a fractional share of Stock, his or her exercise right shall be rounded down to the nearest whole share of Stock and the fractional share shall be carried forward until that fractional share together with any other fractional shares can be combined to equal a whole share of Stock or this Option expires.

     § 3. Method of Exercise of Option. Employee may exercise this Option in whole or in part (to the extent this Option is otherwise exercisable under § 2 with respect to vested shares of Stock) only in accordance with the rules and procedures established from time to time by Alimera for the exercise of an Option. The Option Price shall be paid at exercise either in cash, by check acceptable to Alimera or through any cashless exercise/resale procedure which is implemented by a broker unrelated to Alimera through a sale of Stock in the open market and which is acceptable to the Committee, or in any combination of those forms of payment.

     § 4. Delivery and Other Laws. Alimera shall deliver appropriate and proper evidence of ownership of any Stock purchased pursuant to the exercise of this Option as soon as practicable after such exercise to the extent such delivery is then permissible under applicable law or rule or regulation, and such delivery discharge Alimera of all of its duties and responsibilities with respect to this Option.

     § 5. Nontransferable. Except as expressly authorized by the Committee, no rights granted under this Option shall be transferable by Employee other than by will or by the laws of descent and distribution, and the rights granted under this Option shall be exercisable during Employee’s lifetime only by Employee. The person or persons, if any, to whom this Option is transferred by will or by the laws of descent and distribution shall be treated after Employee’s death the same as Employee under this Option Certificate.

     § 6. No Right to Continue Service. Neither the Plan, this Option, nor any related material shall give Employee the right to continue in employment by Alimera or shall adversely affect the right of Alimera to terminate Employee’s employment with our without cause (as determined by the Committee) at any time.

     § 7. Stockholder Status. Employee shall have no rights as a stockholder with respect to any shares of Stock under this Option until such shares have been duly issued and delivered to Employee, and no adjustment shall be made for dividends of any kind or description whatsoever or for distributions of rights of any kind or description whatsoever respecting such Stock except as expressly set forth in the Plan.

     § 8. Governing Law. The Plan and this Option shall be governed by the laws of the State of Delaware.

     § 9. Binding Effect. This Option shall be binding upon Alimera and Employee and their respective heirs, executors, administrators and successors.

     § 10. Tax Withholding. This Option has been granted subject to the condition that Employee consents to whatever action the Committee directs to satisfy the minimum statutory federal and state withholding requirements, if any, which Alimera determines are applicable upon the exercise of this Option.

     § 11. References. Any references to sections (§) in this Option Certificate shall be to sections (§) of this Option Certificate unless otherwise expressly stated as part of such reference.

ALIMERA SCIENCES, INC.

2004 INCENTIVE STOCK PLAN

INCENTIVE STOCK OPTION

OPTION CERTIFICATE

Alimera Sciences, Inc., a Delaware corporation (“Alimera”), in accordance with the Alimera Sciences, Inc. 2004 Incentive Stock Plan (the “Plan”), hereby grants an Option to Ken Green PhD, who shall be referred to as “Employee”, to purchase from Alimera 250,000 shares of Stock at an Option Price per share equal to $0.60, which grant shall be subject to all of the terms and conditions set forth in this Option Certificate and in the Plan. This grant has been made as of August 2, 2004 which shall be referred to as the “Grant Date”. This Option is intended to satisfy the requirements of § 422 of the Code and thus is intended to be an ISO as that term is defined in the Plan.

	ALIMERA SCIENCES, INC.
	By:	/s/ Daniel H. White
	Daniel H. White
	Vice President Finance and Business Development
Acknowledged:	EMPLOYEE
	/s/ Ken Green
		[Signature] Ken Green
	Date:	Sept. 27, 2004

TERMS AND CONDITIONS

     § 1. Plan. This Option grant is subject to all the terms and conditions set forth in the Plan and this Option Certificate, and all the terms in this Option Certificate which begin with a capital letter are either defined in this Option Certificate or in the Plan. If a determination

is made that any term or condition set forth in this Option Certificate is inconsistent with the Plan, the Plan shall control. A copy of the Plan will be made available to Employee upon written request to the Chief Financial Officer of Alimera.

     § 2. Vesting and Option Expiration.

(a) General Rule. Subject to § 2(b) and § 2(c), Employee’s right under this Option Certificate to exercise this Option shall vest with respect to:

(1)	1/4 of the shares of Stock which are subject to this Option on the first anniversary of the Grant Date, provided Employee remains continuously employed by Alimera through the first anniversary of the Grant Date; and
(2)	1/12 of the shares of Stock which remain subject to this Option, and which do not vest on the first anniversary of the Grant Date, on the last day of each calendar quarter in the twelve calendar quarter period which starts on or after the first anniversary of the Grant Date, provided he or she remains continuously employed by Alimera through the last day of such calendar quarter.

(b) Option Expiration Rules.

(1)

Non-Vested Shares. If Employee’s employment with Alimera terminates for any reason whatsoever, including death, disability (as determined by the Committee) or retirement, while there are any non-vested shares of Stock subject to this Option under § 2(a), then immediately upon such termination of employment this Option shall expire and shall have no further force or effect and be null and void with respect to such non-vested shares of Stock.

(2)

Vested Shares. Employee’s right to exercise all or any part of this Option which has vested under § 2(a) shall expire no later than the tenth anniversary of the Grant Date. However, if Employee’s employment with Alimera terminates before the tenth anniversary of the Grant Date, Employee’s right to exercise any part of this Option which has vested under § 2(a) shall expire and shall have no further force or effect and shall be null and void at the end of the ninety (90) day period which starts on the date his or her employment terminates.

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(c) Special Rules.

(1)	Change in Control. If there is a Change in Control of Alimera, this Option shall be subject to the provisions of § 14 of the Plan with respect to such Change in Control.
(2)	Affiliates. For purposes of this Option Certificate, any reference to Alimera shall include any Affiliate, Parent or Subsidiary of Alimera, and a transfer of employment between Alimera and any Affiliate, Parent or Subsidiary of Alimera or between any Affiliate, Parent or Subsidiary of Alimera shall not be treated as a termination of employment under the Plan or this Option Certificate.
(3)	Fractional Shares. Employee’s right to exercise this Option shall not include a right to exercise this Option to purchase a fractional share of Stock. If Employee exercises this Option on any date when this Option includes a fractional share of Stock, his or her exercise right shall be rounded down to the nearest whole share of Stock and the fractional share shall be carried forward until that fractional share together with any other fractional shares can be combined to equal a whole share of Stock or this Option expires

     § 3. Method of Exercise of Option. Employee may exercise this Option in whole or in part (to the extent this Option is otherwise exercisable under § 2 with respect to vested shares of Stock) only in accordance with the rules and procedures established from time to time by Alimera for the exercise of an Option. The Option Price shall be paid at exercise either in cash, by check acceptable to Alimera or through any cashless exercise/resale procedure which is implemented by a broker unrelated to Alimera through a sale of Stock in the open market and which is acceptable to the Committee, or in any combination of these forms of payment.

     § 4. Delivery and Other Laws. Alimera shall deliver appropriate and proper evidence of ownership of any Stock purchased pursuant to the exercise of this Option as soon as practicable after such exercise to the extent such delivery is then permissible under applicable law or rule or regulation, and such delivery shall discharge Alimera of all of its duties and responsibilities with respect to this Option.

     § 5. Nontransferable. Except as expressly authorized by the Committee, no rights granted under this Option shall be transferable by Employee other than by will or by the laws of descent and distribution, and the rights granted under this Option shall be exercisable during Employee’s lifetime only by Employee. The person or persons, if any, to whom this

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Option is transferred by will or by the laws of descent and distribution shall be treated after Employee’s death the same as Employee under this Option Certificate.

     § 6. No Right to Continue Service. Neither the Plan, this Option, nor any related material shall give Employee the right to continue in employment by Alimera or shall adversely affect the right of Alimera to terminate Employee’s employment with or without cause (as determined by the Committee) at any time.

     § 7. Stockholder Status. Employee shall have no rights as a stockholder with respect to any shares of Stock under this Option until such shares have been duly issued and delivered to Employee, and no adjustment shall be made for dividends of any kind or description whatsoever or for distributions of rights of any kind or description whatsoever respecting such Stock except as expressly set forth in the Plan.

     § 8. Governing Law. The Plan and this Option shall be governed by the laws of the State of Delaware.

     § 9. Binding Effect. This Option shall be binding upon Alimera and Employee and their respective heirs, executors, administrators and successors.

     § 10. Tax Withholding. This Option has been granted subject to the condition that Employee consents to whatever action the Committee directs to satisfy the minimum statutory federal and state withholding requirements, if any, which Alimera determines are applicable upon the exercise of this Option.

     § 11. References. Any references to sections (§) in this Option Certificate shall be to sections (§) of this Option Certificate unless otherwise expressly stated as part of such reference.

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ALIMERA SCIENCES, INC.

2004 INCENTIVE STOCK PLAN

INCENTIVE STOCK OPTION

OPTION CERTIFICATE

Alimera Sciences, Inc., a Delaware corporation (“Alimera”), in accordance with the Alimera Sciences, Inc. 2004 Incentive Stock Plan (the “Plan”), hereby grants an Option to Ken Green, PhD who shall be referred to as “Employee”, to purchase from Alimera 50,000 shares of Stock at an Option Price per share equal to $0.60, which grant shall be subject to all of the terms and conditions set forth in this Option Certificate and in the Plan. This grant has been made as of January 3, 2005, which shall be referred to as the “Grant Date”. This Option is intended to satisfy the requirements of § 422 of the Code and thus is intended to be an ISO as that term is defined in the Plan.

	ALIMERA SCIENCES, INC.
	By:	/s/ Daniel H. White
	Daniel H. White
	Vice President, Finance and Corporate Development
Acknowledged:	Ken Green, PhD
	/s/ Ken Green
	[Signature]
	Date:	9/15/05

TERMS AND CONDITIONS

     § 1. Plan. This Option grant is subject to all the terms and conditions set forth in the Plan and this Option Certificate, and all the terms in this Option Certificate which begin with a capital letter are either defined in this Option Certificate or in the Plan. If a determination

is made that any term or condition set forth in this Option Certificate is inconsistent with the Plan, the Plan shall control. A copy of the Plan will be made available to Employee upon written request to the Chief Financial Officer of Alimera.

     § 2. Vesting and Option Expiration.

(a) General Rule. Subject to § 2(b) and § 2(c), Employee’s right under this Option Certificate to exercise this Option shall vest with respect to:

(l)	1/4 of the shares of Stock which are subject to this Option on the first anniversary of the Grant Date, provided Employee remains continuously employed by Alimera through the first anniversary of the Grant Date; and
(2)	1/12 of the shares of Stock which remain subject to this Option, and which do not vest on the first anniversary of the Grant Date, on the last day of each calendar quarter in the twelve calendar quarter period which starts on or after the first anniversary of the Grant Date, provided he or she remains continuously employed by Alimera through the last day of such calendar quarter.

(b) Option Expiration Rules.

(1)

Non-Vested Shares. If Employee’s employment with Alimera terminates for any reason whatsoever, including death, disability (as determined by the Committee) or retirement, while there are any non-vested shares of Stock subject to this Option under § 2(a), then immediately upon such termination of employment this Option shall expire and shall have no further force or effect and be null and void with respect to such non-vested shares of Stock.

(2)

Vested Shares. Employee’s right to exercise all or any part of this Option which has vested under § 2(a) shall expire no later than the tenth anniversary of the Grant Date. However, if Employee’s employment with Alimera terminates before the tenth anniversary of the Grant Date, Employee’s right to exercise any part of this Option which has vested under § 2(a) shall expire and shall have no further force or effect and shall be null and void at the end of the ninety (90) day period which starts on the date his or her employment terminates.

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(c) Special Rules.

(1)	Change in Control. If there is a Change in Control of Alimera, this Option shall be subject to the provisions of § 14 of the Plan with respect to such Change in Control.
(2)	Affiliates. For purposes of this Option Certificate, any reference to Alimera shall include any Affiliate, Parent or Subsidiary of Alimera, and a transfer of employment between Alimera and any Affiliate, Parent or Subsidiary of Alimera or between any Affiliate, Parent or Subsidiary of Alimera shall not be treated as a termination of employment under the Plan or this Option Certificate.
(3)	Fractional Shares. Employee’s right to exercise this Option shall not include a right to exercise this Option to purchase a fractional share of Stock. If Employee exercises this Option on any date when this Option includes a fractional share of Stock, his or her exercise right shall be rounded down to the nearest whole share of Stock and the fractional share shall be carried forward until that fractional share together with any other fractional shares can be combined to equal a whole share of Stock or this Option expires

     § 3. Method of Exercise of Option. Employee may exercise this Option in whole or in part (to the extent this Option is otherwise exercisable under § 2 with respect to vested shares of Stock) only in accordance with the rules and procedures established from time to time by Alimera for the exercise of an Option. The Option Price shall be paid at exercise either in cash, by check acceptable to Alimera or through any cashless exercise/resale procedure which is implemented by a broker unrelated to Alimera through a sale of Stock in the open market and which is acceptable to the Committee, or in any combination of these forms of payment.

     § 4. Delivery and Other Laws. Alimera shall deliver appropriate and proper evidence of ownership of any Stock purchased pursuant to the exercise of this Option as soon as practicable after such exercise to the extent such delivery is then permissible under applicable law or rule or regulation, and such delivery shall discharge Alimera of all of its duties and responsibilities with respect to this Option.

     § 5. Nontransferable. Except as expressly authorized by the Committee, no rights granted under this Option shall be transferable by Employee other than by will or by the laws of descent and distribution, and the rights granted under this Option shall be exercisable during Employee’s lifetime only by Employee. The person or persons, if any, to whom this

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Option is transferred by will or by the laws of descent and distribution shall be treated after Employee’s death the same as Employee under this Option Certificate.

     § 6. No Right to Continue Service. Neither the Plan, this Option, nor any related material shall give Employee the right to continue in employment by Alimera or shall adversely affect the right of Alimera to terminate Employee’s employment with or without cause (as determined by the Committee) at any time.

     § 7. Stockholder Status. Employee shall have no rights as a stockholder with respect to any shares of Stock under this Option until such shares have been duly issued and delivered to Employee, and no adjustment shall be made for dividends of any kind or description whatsoever or for distributions of rights of any kind or description whatsoever respecting such Stock except as expressly set forth in the Plan.

     § 8. Governing Law. The Plan and this Option shall be governed by the laws of the State of Delaware.

     § 9. Binding Effect. This Option shall be binding upon Alimera and Employee and their respective heirs, executors, administrators and successors.

     § 10. Tax Withholding. This Option has been granted subject to the condition that Employee consents to whatever action the Committee directs to satisfy the minimum statutory federal and state withholding requirements, if any, which Alimera determines are applicable upon the exercise of this Option.

     § 11. References. Any references to sections (§) in this Option Certificate shall be to sections (§) of this Option Certificate unless otherwise expressly stated as part of such reference.

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ALIMERA SCIENCES, INC.

2005 INCENTIVE STOCK PLAN

INCENTIVE STOCK OPTION

OPTION CERTIFICATE

Alimera Sciences, Inc., a Delaware corporation (“Alimera”), in accordance with the Alimera Sciences, Inc. 2005 Incentive Stock Plan (the “Plan”), hereby grants an Option to Ken Green who shall be referred to as “Employee”, to purchase from Alimera Eighty Eight Thousand Six Hundred and Sixty Three (88,663) shares of Stock at an Option Price per share equal to $.41 which grant shall be subject to all of the terms and conditions set forth in this Option Certificate and in the Plan. This grant has been made as of December 13, 2007 which shall be referred to as the “Grant Date”. This Option is intended to satisfy the requirements of § 422 of the Code and thus is intended to be an ISO as that term is defined in the Plan.

	ALIMERA SCIENCES, INC.
	By:	Richard Eiswirth, Jr.
Acknowledged:	EMPLOYEE:
	/s/ Ken Green
		[Signature]
	Date:	Jan 18, 2008

TERMS AND CONDITIONS

     § 1. Plan. This Option grant is subject to all the terms and conditions set forth in the Plan and this Option Certificate, and all the terms in this Option certificate which begin with a capital letter are either defined in this Option Certificate or in the Plan. If a determination is made that any term or condition set forth in this Option Certificate is inconsistent with the Plan, the Plan shall control. A copy of the Plan will be made available to Employee upon written request to the Chief Financial Officer of Alimera.

     § 2. Vesting and Option Expiration.

(a) General Rule. Subject to § 2(b) and § 2(c), Employee’s right under this Option Certificate to exercise this Option shall vest with respect to:

(1)	1/4 of the shares of Stock which are subject to this Option on December 13, 2008, the Initial Vesting Date, provided Employee remains continuously employed by Alimera through the Initial Vesting Date; and
(2)	3/4 of the shares of Stock which are subject to this Option in equal increments quarterly over three years beginning on the date three (3) months from the initial vesting date provided he or she remains continuously employed by Alimera through the last day of each quarterly period.

(b) Option Expiration Rules.

(1)

Non-Vested Shares. If Employee’s employment with Alimera terminates for any reason whatsoever, including death, disability (as determined by the committee) or retirement, while thee are any non-vested shares of Stock subject to this Option under § 2(a), then immediately upon such termination of employment this Option shall expire and shall have no further force or effect and be null and void with respect to such non-vested shares of Stock.

(2)

Vested Shares. Employee’s right to exercise all or any part of this Option which has vested under § 2(a) shall expire no later than the tenth anniversary of the Grant Date. However, if Employee’s employment with Alimera terminates before the tenth anniversary of the Grant Date, Employee’s right to exercise any part of this Option which has vested under § 2(a) shall expire and shall have no further force or effect and shall be null and void at the end of the ninety (90) day period which starts on the date his or her employment terminates.

(c) Special Rules.

(1)	Change in Control. If there is a Change in Control of Alimera, this Option shall be subject to the provisions of § 14 of the Plan with respect to such Change in Control.
(2)	Affiliates. For purposes of this Option Certificate, any reference to Alimera shall include any Affiliate, Parent or Subsidiary or Alimera, and a transfer of employment between Alimera and any Affiliate, Parent or Subsidiary of Alimera or between any Affiliate, Parent or Subsidiary of Alimera shall not be treated as a termination of employment under the Plan or this Option Certificate.

(3) Fractional Shares. Employee’s right to exercise this Option shall not include a right to exercise this Option to purchase a fractional share of Stock. If Employee exercises this Option on any date when this Option includes a fractional share of Stock, his or her exercise right shall be rounded down to the nearest whole share of Stock and the fractional share shall be carried forward until that fractional share together with any other fractional shares can be combined to equal a whole share of Stock or this Option expires.

     § 3. Method of Exercise of Option. Employee may exercise this Option in whole or in part (to the extent this Option is otherwise exercisable under § 2 with respect to vested shares of Stock) only in accordance with the rules and procedures established from time to time by Alimera for the exercise of an Option. The Option Price shall be paid at exercise either in cash, by check acceptable to Alimera or through any cashless exercise/resale procedure which is implemented by a broker unrelated to Alimera through a sale of Stock in the open market and which is acceptable to the Committee, or in any combination of those forms of payment.

     § 4. Delivery and Other Laws. Alimera shall deliver appropriate and proper evidence of ownership of any Stock purchased pursuant to the exercise of this Option as soon as practicable after such exercise to the extent such delivery is then permissible under applicable law or rule or regulation, and such delivery discharge Alimera of all of its duties and responsibilities with respect to this Option.

     § 5. Nontransferable. Except as expressly authorized by the Committee, no rights granted under this Option shall be transferable by Employee other than by will or by the laws of descent and distribution, and the rights granted under this Option shall be exercisable during Employee’s lifetime only by Employee. The person or persons, if any, to whom this Option is transferred by will or by the laws of descent and distribution shall be treated after Employee’s death the same as Employee under this Option Certificate.

     § 6. No Right to Continue Service. Neither the Plan, this Option, nor any related material shall give Employee the right to continue in employment by Alimera or shall adversely affect the right of Alimera to terminate Employee’s employment with our without cause (as determined by the Committee) at any time.

     § 7. Stockholder Status. Employee shall have no rights as a stockholder with respect to any shares of Stock under this Option until such shares have been duly issued and delivered to Employee, and no adjustment shall be made for dividends of any kind or description whatsoever or for distributions of rights of any kind or description whatsoever respecting such Stock except as expressly set forth in the Plan.

     § 8. Governing Law. The Plan and this Option shall be governed by the laws of the State of Delaware.

     § 9. Binding Effect. This Option shall be binding upon Alimera and Employee and their respective heirs, executors, administrators and successors.

     § 10. Tax Withholding. This Option has been granted subject to the condition that Employee consents to whatever action the Committee directs to satisfy the minimum statutory federal and state withholding requirements, if any, which Alimera determines are applicable upon the exercise of this Option.

     § 11. References. Any references to sections (§) in this Option Certificate shall be to sections (§) of this Option Certificate unless otherwise expressly stated as part of such reference.

ALIMERA SCIENCES, INC.

2004 INCENTIVE STOCK PLAN

INCENTIVE STOCK OPTION

OPTION CERTIFICATE

Alimera Sciences, Inc., a Delaware corporation (“Alimera”), in accordance with the Alimera Sciences, Inc. 2004 Incentive Stock Plan (the “Plan”), hereby grants an Option to Kenneth Green, who shall be referred to as “Employee,” to purchase from Alimera Thirty-One Thousand Two (31,002) shares of Stock at an Option Price per share equal to $1.18 which grant shall be subject to all of the terms and conditions set forth in this Option Certificate and in the Plan. This grant has been made as of August 25, 2009, which shall be referred to as the “Grant Date”. This Option is intended to satisfy the requirements of § 422 of the Code and thus is intended to be an ISO as that term is defined in the Plan.

	ALIMERA SCIENCES, INC.
	By:
Acknowledged:	EMPLOYEE:
	[Signature]
	Date:

TERMS AND CONDITIONS

     § 1. Plan. This Option grant is subject to all the terms and conditions set forth in the Plan and this Option Certificate, and all the terms in this Option certificate which begin with a capital letter are either defined in this Option Certificate or in the Plan. If a determination is made that any term or condition set forth in this Option Certificate is inconsistent with the Plan, the Plan shall control. A copy of the Plan will be made available to Employee upon written request to the Chief Financial Officer of Alimera.

     § 2. Vesting and Option Expiration.

(a) General Rule. Subject to § 2(b) and § 2(c), Employee’s right under this Option Certificate to exercise this Option shall vest with respect to:

(1)	7,750 of the shares of Stock which are subject to this Option on August 25, 2010, the Initial Vesting Date, provided Employee remains continuously employed by Alimera through the Initial Vesting Date; and
(2)	23,252 of the shares of Stock which are subject to this Option in twelve equal increments quarterly beginning on November 25, 2010 through August 25, 2013 provided Employee remains continuously employed by Alimera through the last day of each quarterly period.

(b) Option Expiration Rules.

(1)

Non-Vested Shares. If Employee’s employment with Alimera terminates for any reason whatsoever, including death, disability (as determined by the committee) or retirement, while there are any non-vested shares of Stock subject to this Option under § 2(a), then immediately upon such termination of employment this Option shall expire and shall have no further force or effect and be null and void with respect to such non-vested shares of Stock.

(2)

Vested Shares. Employee’s right to exercise all or any part of this Option which has vested under § 2(a) shall expire no later than the tenth anniversary of the Grant Date. However, if Employee’s employment with Alimera terminates before the tenth anniversary of the Grant Date, Employee’s right to exercise any part of this Option which has vested under § 2(a) shall expire and shall have no further force or effect and shall be null and void at the end of the ninety (90) day period which starts on the date his or her employment terminates.

(c) Special Rules.

(1)	Change in Control. If there is a Change in Control of Alimera, this Option shall be subject to the provisions of § 14 of the Plan with respect to such Change in Control.
(2)	Affiliates. For purposes of this Option Certificate, any reference to Alimera shall include any Affiliate, Parent or Subsidiary or Alimera, and a transfer of employment between Alimera and any Affiliate, Parent or Subsidiary of Alimera or between any Affiliate, Parent or Subsidiary of Alimera shall not be treated as a termination of employment under the Plan or this Option Certificate.
(3)	Fractional Shares. Employee’s right to exercise this Option shall not include a right to exercise this Option to purchase a fractional share of

Stock. If Employee exercises this Option on any date when this Option includes a fractional share of Stock, his or her exercise right shall be rounded down to the nearest whole share of Stock and the fractional share shall be carried forward until that fractional share together with any other fractional shares can be combined to equal a whole share of Stock or this Option expires.

     § 3. Method of Exercise of Option. Employee may exercise this Option in whole or in part (to the extent this Option is otherwise exercisable under § 2 with respect to vested shares of Stock) only in accordance with the rules and procedures established from time to time by Alimera for the exercise of an Option. The Option Price shall be paid at exercise either in cash, by check acceptable to Alimera or through any cashless exercise/resale procedure which is implemented by a broker unrelated to Alimera through a sale of Stock in the open market and which is acceptable to the Committee, or in any combination of those forms of payment.

     § 4. Delivery and Other Laws. Alimera shall deliver appropriate and proper evidence of ownership of any Stock purchased pursuant to the exercise of this Option as soon as practicable after such exercise to the extent such delivery is then permissible under applicable law or rule or regulation, and such delivery discharge Alimera of all of its duties and responsibilities with respect to this Option.

     § 5. Nontransferable. Except as expressly authorized by the Committee, no rights granted under this Option shall be transferable by Employee other than by will or by the laws of descent and distribution, and the rights granted under this Option shall be exercisable during Employee’s lifetime only by Employee. The person or persons, if any, to whom this Option is transferred by will or by the laws of descent and distribution shall be treated after Employee’s death the same as Employee under this Option Certificate.

     § 6. No Right to Continue Service. Neither the Plan, this Option, nor any related material shall give Employee the right to continue in employment by Alimera or shall adversely affect the right of Alimera to terminate Employee’s employment with our without cause (as determined by the Committee) at any time.

     § 7. Stockholder Status. Employee shall have no rights as a stockholder with respect to any shares of Stock under this Option until such shares have been duly issued and delivered to Employee, and no adjustment shall be made for dividends of any kind or description whatsoever or for distributions of rights of any kind or description whatsoever respecting such Stock except as expressly set forth in the Plan.

     § 8. Governing Law. The Plan and this Option shall be governed by the laws of the State of Delaware.

     § 9. Binding Effect. This Option shall be binding upon Alimera and Employee and their respective heirs, executors, administrators and successors.

     § 10. Tax Withholding. This Option has been granted subject to the condition that Employee consents to whatever action the Committee directs to satisfy the minimum statutory federal and state withholding requirements, if any, which Alimera determines are applicable upon the exercise of this Option.

     § 11. References. Any references to sections (§) in this Option Certificate shall be to sections (§) of this Option Certificate unless otherwise expressly stated as part of such reference.

ALIMERA SCIENCES, INC.

2005 INCENTIVE STOCK PLAN

INCENTIVE STOCK OPTION

OPTION CERTIFICATE

Alimera Sciences, Inc., a Delaware corporation (“Alimera”), in accordance with the Alimera Sciences, Inc. 2005 Incentive Stock Plan (the “Plan”), hereby grants an Option to Kenneth Green, who shall be referred to as “Employee,” to purchase from Alimera Eighty-Three Thousand Four Hundred Nine (83,409) shares of Stock at an Option Price per share equal to $1.18 which grant shall be subject to all of the terms and conditions set forth in this Option Certificate and in the Plan. This grant has been made as of August 25, 2009, which shall be referred to as the “Grant Date”. This Option is intended to satisfy the requirements of § 422 of the Code and thus is intended to be an ISO as that term is defined in the Plan.

	ALIMERA SCIENCES, INC.
	By:
Acknowledged:	EMPLOYEE:
	[Signature]
	Date:

TERMS AND CONDITIONS

     § 1. Plan. This Option grant is subject to all the terms and conditions set forth in the Plan and this Option Certificate, and all the terms in this Option certificate which begin with a capital letter are either defined in this Option Certificate or in the Plan. If a determination is made that any term or condition set forth in this Option Certificate is inconsistent with the Plan, the Plan shall control. A copy of the Plan will be made available to Employee upon written request to the Chief Financial Officer of Alimera.

     § 2. Vesting and Option Expiration.

(a) General Rule. Subject to § 2(b) and § 2(c), Employee’s right under this Option Certificate to exercise this Option shall vest with respect to:

(1)	23,527 of the shares of Stock which are subject to this Option vest upon the one year anniversary of the date upon which the Investor Majority, as defined in the Series C-1 Preferred Stock and Warrant Purchase Agreement (the “Purchase Agreement”), deliver to the Company a Mandatory Exercise Election, as defined in the Purchase Agreement, the Initial Vesting Date, provided Employee remains continuously employed by Alimera through the Initial Vesting Date;
(2)	5,881 of the shares of Stock which are subject to this Option shall vest on the date three months from such Initial Vesting Date, provided Employee remains continuously employed by Alimera through such date;
(3)	1,065 of the shares of Stock which are subject to this Option shall vest on the date six months form such Initial Vesting Date, provided Employee remains continuously employed by Alimera through such date; and
(4)	52,936 of the shares of Stock which are subject to this Option shall vest quarterly in nine equal increments beginning on the date twenty-four months from the Initial Vesting Date, provided Employee remains continuously employed by Alimera through the last day of each quarterly period.

(b) Option Expiration Rules.

(1)

Non-Vested Shares. If Employee’s employment with Alimera terminates for any reason whatsoever, including death, disability (as determined by the committee) or retirement, while there are any non-vested shares of Stock subject to this Option under § 2(a), then immediately upon such termination of employment this Option shall expire and shall have no further force or effect and be null and void with respect to such non-vested shares of Stock.

(2)

Vested Shares. Employee’s right to exercise all or any part of this Option which has vested under § 2(a) shall expire no later than the tenth anniversary of the Grant Date. However, if Employee’s employment with Alimera terminates before the tenth anniversary of the Grant Date, Employee’s right to exercise any part of this Option which has vested under § 2(a) shall expire and shall have no further force or effect and shall be null and void at the end of the ninety (90) day period which starts on the date his or her employment terminates.

(c) Special Rules.

(1)	Change in Control. If there is a Change in Control of Alimera, this Option shall be subject to the provisions of § 14 of the Plan with respect to such Change in Control.
(2)	Affiliates. For purposes of this Option Certificate, any reference to Alimera shall include any Affiliate, Parent or Subsidiary or Alimera, and a transfer of employment between Alimera and any Affiliate, Parent or Subsidiary of Alimera or between any Affiliate, Parent or Subsidiary of Alimera shall not be treated as a termination of employment under the Plan or this Option Certificate.
(3)	Fractional Shares. Employee’s right to exercise this Option shall not include a right to exercise this Option to purchase a fractional share of Stock. If Employee exercises this Option on any date when this Option includes a fractional share of Stock, his or her exercise right shall be rounded down to the nearest whole share of Stock and the fractional share shall be carried forward until that fractional share together with any other fractional shares can be combined to equal a whole share of Stock or this Option expires.

     § 3. Method of Exercise of Option. Employee may exercise this Option in whole or in part (to the extent this Option is otherwise exercisable under § 2 with respect to vested shares of Stock) only in accordance with the rules and procedures established from time to time by Alimera for the exercise of an Option. The Option Price shall be paid at exercise either in cash, by check acceptable to Alimera or through any cashless exercise/resale procedure which is implemented by a broker unrelated to Alimera through a sale of Stock in the open market and which is acceptable to the Committee, or in any combination of those forms of payment.

     § 4. Delivery and Other Laws. Alimera shall deliver appropriate and proper evidence of ownership of any Stock purchased pursuant to the exercise of this Option as soon as practicable after such exercise to the extent such delivery is then permissible under applicable law or rule or regulation, and such delivery discharge Alimera of all of its duties and responsibilities with respect to this Option.

     § 5. Nontransferable. Except as expressly authorized by the Committee, no rights granted under this Option shall be transferable by Employee other than by will or by the laws of descent and distribution, and the rights granted under this Option shall be exercisable during Employee’s lifetime only by Employee. The person or persons, if any, to whom this Option is transferred by will or by the laws of descent and distribution shall be treated after Employee’s death the same as Employee under this Option Certificate.

     § 6. No Right to Continue Service. Neither the Plan, this Option, nor any related material shall give Employee the right to continue in employment by Alimera or shall adversely affect the right of Alimera to terminate Employee’s employment with our without cause (as determined by the Committee) at any time.

     § 7. Stockholder Status. Employee shall have no rights as a stockholder with respect to any shares of Stock under this Option until such shares have been duly issued and delivered to

Employee, and no adjustment shall be made for dividends of any kind or description whatsoever or for distributions of rights of any kind or description whatsoever respecting such Stock except as expressly set forth in the Plan.

     § 8. Governing Law. The Plan and this Option shall be governed by the laws of the State of Delaware.

     § 9. Binding Effect. This Option shall be binding upon Alimera and Employee and their respective heirs, executors, administrators and successors.

     § 10. Tax Withholding. This Option has been granted subject to the condition that Employee consents to whatever action the Committee directs to satisfy the minimum statutory federal and state withholding requirements, if any, which Alimera determines are applicable upon the exercise of this Option.

     § 11. References. Any references to sections (§) in this Option Certificate shall be to sections (§) of this Option Certificate unless otherwise expressly stated as part of such reference.

ALIMERA SCIENCES, INC.

2005 INCENTIVE STOCK PLAN

NON-QUALIFIED INCENTIVE STOCK OPTION

OPTION CERTIFICATE

Alimera Sciences, Inc., a Delaware corporation (“Alimera”), in accordance with the Alimera Sciences, Inc. 2005 Incentive Stock Plan (the “Plan”), hereby grants an Option to Ken Green, who shall be referred to as “Employee,” to purchase from Alimera Ten Thousand Six Hundred Ninety-Nine (10,699) shares of Stock at an Option Price per share equal to $1.18, which grant shall be subject to all of the terms and conditions set forth in this Option Certificate and in the Plan. This grant has been made as of August 25, 2009 which shall be referred to as the “Grant Date.” This Option is not intended to satisfy the requirements of § 422 of the Code and thus shall be a Non-ISO as that term is defined in the Plan.

	ALIMERA SCIENCES, INC.
	By:
Acknowledged:	EMPLOYEE
	[Signature]
	Date:

TERMS AND CONDITIONS

     § 1 Plan. This Option grant is subject to all the terms and conditions set forth in the Plan and this Option Certificate, and all the terms in this Option Certificate which begin with a capital letter are either defined in this Option Certificate or in the Plan. If a determination is made that any term or condition set forth in this Option Certificate is inconsistent with the Plan, the Plan shall control. A copy of the Plan will be made available to Employee upon written request to the Chief Financial Officer of Alimera.

     § 2 Vesting and Option Expiration.

(a) Subject to § 2(b) and § 2(c), Employee’s right under this Option Certificate to exercise this Option shall vest with respect to:

(1)

4,817 of the shares of Stock which are subject to this Option vest on the date eighteen months from the anniversary of the date upon which the Investor Majority, as defined in the Series C-1 Preferred Stock and Warrant Purchase Agreement (the “Purchase Agreement”), deliver to the Company a Mandatory Exercise Election, as defined in the Purchase Agreement, the Initial Vesting Date, provided Employee remains continuously employed by Alimera through the Initial Vesting Date; and

(2)

5,882 of the shares of Stock which are subject to this Option shall vest on the date three months from the Initial Vesting Date, provided Employee remains continuously employed by Alimera through such date.

Option Expiration Rules. Employee’s right to exercise all or any part of this Option shall expire no later than the seventh anniversary of the Grant Date.

(b) Special Rules.

(1)	Change in Control. If there is a Change in Control of Alimera, this Option shall be subject to the provisions of § 14 of the Plan with respect to such Change in Control.
(2)	Affiliates. For purposes of this Option Certificate, any reference to Alimera shall include any Affiliate, Parent or Subsidiary of Alimera.
(3)	Fractional Shares. Employee’s right to exercise this Option shall not include a right to exercise this Option to purchase a fractional share of Stock. If Employee exercises this Option on any date when this Option includes a fractional share of Stock, his or her exercise right shall be rounded down to the nearest whole share of Stock and the fractional share shall be carried forward until that fractional share together with any other fractional shares can be combined to equal a whole share of Stock or this Option expires.

     § 3 Method of Exercise of Option. Employee may exercise this Option in whole or in part only in accordance with the rules and procedures established from time to time by Alimera for the exercise of an Option. The Option Price shall be paid at exercise either in cash, by check acceptable to Alimera or through any cashless exercise/resale procedure which is implemented by a broker unrelated to Alimera through a sale of Stock in the open market and which is acceptable to the Committee, or in any combination of these forms of payment.

     § 4 Delivery and Other Laws. Alimera shall deliver appropriate and proper evidence of ownership of any Stock purchased pursuant to the exercise of this Option as soon as practicable after such exercise to the extent such delivery is then permissible under applicable law or rule or regulation, and such delivery shall discharge Alimera of all of its duties and responsibilities with respect to this Option.

     § 5 Nontransferable. Except as expressly authorized by the Committee, no rights granted under this Option shall be transferable by Employee other than by will or by the laws of descent and distribution, and the rights granted under this Option shall be exercisable during Employee’s lifetime only by Employee. The person or persons, if any, to whom this Option is transferred by will or by the laws of descent and distribution shall be treated after Employee’s death the same as Employee under this Option Certificate.

     § 6 No Right to Continue Service. Neither the Plan, this Option, nor any related material shall give Employee the right to continue in service to Alimera or shall adversely affect the right of Alimera to terminate Employee’s service with or without cause (as determined by the Committee) at any time.

     § 7 Stockholder Status. Employee shall have no rights as a stockholder with respect to any shares of Stock under this Option until such shares have been duly issued and delivered to Employee, and no adjustment shall be made for dividends of any kind or description whatsoever or for distributions of rights of any kind or description whatsoever respecting such Stock except as expressly set forth in the Plan.

     § 8 Governing Law. The Plan and this Option shall be governed by the laws of the State of Delaware.

     § 9 Binding Effect. This Option shall be binding upon Alimera and Employee and their respective heirs, executors, administrators and successors.

     § 10 Tax Withholding. This Option has been granted subject to the condition that Employee consents to whatever action the Committee directs to satisfy the minimum statutory federal and state withholding requirements, if any, which Alimera determines are applicable upon the exercise of this Option.

     § 11 References. Any references to sections (§) in this Option Certificate shall be to sections (§) of this Option Certificate unless otherwise expressly stated as part of such reference.

EX-10.24

Exhibit 10.24

ALIMERA SCIENCES, INC.

2005 INCENTIVE STOCK PLAN

NON-INCENTIVE STOCK OPTION

OPTION CERTIFICATE

Alimera Sciences, Inc., a Delaware corporation (“Alimera”), in accordance with the Alimera Sciences, Inc. 2005 Incentive Stock Plan (the “Plan”), hereby grants an Option to Dr. Calvin Roberts, who shall be referred to as “Director,” to purchase from Alimera Thirty Thousand (30,000) shares of Stock at an Option Price per share equal to $0.39, which grant shall be subject to all of the terms and conditions set forth in this Option Certificate and in the Plan. This grant has been made as of December 14, 2006 which shall be referred to as the “Grant Date”. This Option is not intended to satisfy the requirements of § 422 of the Code and thus shall be a Non-ISO as that term is defined in the Plan.

	ALIMERA SCIENCES, INC.
	By:	/s/ Richard Eiswirth, Jr.
Acknowledged:	DIRECTOR
	/s/ Calvin Roberts
	[Signature]
	Date	1/26/2007

TERMS AND CONDITIONS

     § 1. Plan. This Option grant is subject to all the terms and conditions set forth in the Plan and this Option Certificate, and all the terms in this Option Certificate which begin with a capital letter are either defined in this Option Certificate or in the Plan. If a determination is made that any term or condition set forth in this Option Certificate is inconsistent with the Plan, the Plan shall control. A copy of the Plan will be made available to Director upon written request to the Chief Financial Officer of Alimera.

     § 2. Vesting and Option Expiration.

(a)	General Rule. Subject to § 2(b) and § 2(c), Director’s right under this Option Certificate to exercise this Option is fully vested as of the date hereof.
(b)	Option Expiration Rules. Director’s right to exercise all or any part of this Option shall expire no later than the seventh anniversary of the Grant Date.
(a)	Special Rules.

(1)	Change in Control. If there is a Change in Control of Alimera, this Option shall be subject to the provisions of § 14 of the Plan with respect to such Change in Control.
(2)	Affiliates. For purposes of this Option Certificate, any reference to Alimera shall include any Affiliate, Parent or Subsidiary of Alimera.
(3)	Fractional Shares. Director’s right to exercise this Option shall not include a right to exercise this Option to purchase a fractional share of Stock. If Director exercises this Option on any date when this Option includes a fractional share of Stock, his or her exercise right shall be rounded down to the nearest whole share of Stock and the fractional share shall be carried forward until that fractional share together with any other fractional shares can be combined to equal a whole share of Stock or this Option expires

     § 3. Method of Exercise of Option. Director may exercise this Option in whole or in part only in accordance with the rules and procedures established from time to time by Alimera for the exercise of an Option. The Option Price shall be paid at exercise either in cash, by check acceptable to Alimera or through any cashless exercise/resale procedure which is implemented by a broker unrelated to Alimera through a sale of Stock in the open market and which is acceptable to the Committee, or in any combination of these forms of payment.

     § 4. Delivery and Other Laws. Alimera shall deliver appropriate and proper evidence of ownership of any Stock purchased pursuant to the exercise of this Option as soon as practicable after such exercise to the extent such delivery is then permissible under applicable law or rule or regulation, and such delivery shall discharge Alimera of all of its duties and responsibilities with respect to this Option.

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     § 5. Nontransferable. Except as expressly authorized by the Committee, no rights granted under this Option shall be transferable by Director other than by will or by the laws of descent and distribution, and the rights granted under this Option shall be exercisable during Director’s lifetime only by Director. The person or persons, if any, to whom this Option is transferred by will or by the laws of descent and distribution shall be treated after Director’s death the same as Director under this Option Certificate.

     § 6. No Right to Continue Service. Neither the Plan, this Option, nor any related material shall give Director the right to continue in service to Alimera or shall adversely affect the right of Alimera to terminate Director’s service with or without cause (as determined by the Committee) at any time.

     § 7. Stockholder Status. Director shall have no rights as a stockholder with respect to any shares of Stock under this Option until such shares have been duly issued and delivered to Director, and no adjustment shall be made for dividends of any kind or description whatsoever or for distributions of rights of any kind or description whatsoever respecting such Stock except as expressly set forth in the Plan.

     § 8. Governing Law. The Plan and this Option shall be governed by the laws of the State of Delaware.

     § 9. Binding Effect. This Option shall be binding upon Alimera and Director and their respective heirs, executors, administrators and successors.

     § 10. Tax Withholding. This Option has been granted subject to the condition that Director consents to whatever action the Committee directs to satisfy the minimum statutory federal and state withholding requirements, if any, which Alimera determines are applicable upon the exercise of this Option.

     §11. References. Any references to sections (§) in this Option Certificate shall be to sections (§) of this Option Certificate unless otherwise expressly stated as part of such reference.

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ALIMERA SCIENCES, INC.

2004 INCENTIVE STOCK PLAN

NON-INCENTIVE STOCK OPTION

OPTION CERTIFICATE

Alimera Sciences, Inc., a Delaware corporation (“Alimera”), in accordance with the Alimera Sciences, Inc. 2004 Incentive Stock Plan (the “Plan”), hereby grants an Option to Dr. Calvin Roberts, who shall be referred to as “Director,” to purchase from Alimera fifteen thousand (15,000) shares of Stock at an Option Price per share equal to $0.60, which grant shall be subject to all of the terms and conditions set forth in this Option Certificate and in the Plan. This grant has been made as of December 29, 2004, which shall be referred to as the “Grant Date”. This Option is not intended to satisfy the requirements of § 422 of the Code and thus shall be a Non-ISO as that term is defined in the Plan.

	ALIMERA SCIENCES, INC.
	By:	/s/ Dan Myers
Acknowledged:	DIRECTOR
	/s/ Calvin Roberts
	[Signature]
	Date	1/21/05

TERMS AND CONDITIONS

     § 1. Plan. This Option grant is subject to all the terms and conditions set forth in the Plan and this Option Certificate, and all the terms in this Option Certificate which begin with a capital letter are either defined in this Option Certificate or in the Plan. If a determination is made that any term or condition set forth in this Option Certificate is inconsistent with the Plan, the Plan shall control. A copy of the Plan will be made available to Director upon written request to the Chief Financial Officer of Alimera.

     § 2. Vesting and Option Expiration.

(a)	General Rule. Subject to § 2(b) and § 2(c), Director’s right under this Option Certificate to exercise this Option is fully vested as of the date hereof,
(b)	Option Expiration Rules. Director’s right to exercise all or any part of this Option shall expire no later than the seventh anniversary of the Grant Date.
(a)	Special Rules.

(1)	Change in Control. If there is a Change in Control of Alimera, this Option shall be subject to the provisions of § 14 of the Plan with respect to such Change in Control.
(2)	Affiliates. For purposes of this Option Certificate, any reference to Alimera shall include any Affiliate, Parent or Subsidiary of Alimera.
(3)	Fractional Shares. Director’s right to exercise this Option shall not include a right to exercise this Option to purchase a fractional share of Stock. If Director exercises this Option on any date when this Option includes a fractional share of Stock, his or her exercise right shall be rounded down to the nearest whole share of Stock and the fractional share shall be carried forward until that fractional share together with any other fractional shares can be combined to equal a whole share of Stock or this Option expires

     § 3. Method of Exercise of Option. Director may exercise this Option in whole or in part only in accordance with the rules and procedures established from time to time by Alimera for the exercise of an Option. The Option Price shall be paid at exercise either in cash, by check acceptable to Alimera or through any cashless exercise/resale procedure which is implemented by a broker unrelated to Alimera through a sale of Stock in the open market and which is acceptable to the Committee, or in any combination of these forms of payment.

     § 4. Delivery and Other Laws. Alimera shall deliver appropriate and proper evidence of ownership of any Stock purchased pursuant to the exercise of this Option as soon as practicable after such exercise to the extent such delivery is then permissible under applicable law or rule or regulation, and such delivery shall discharge Alimera of all of its duties and responsibilities with respect to this Option.

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     § 5. Nontransferable. Except as expressly authorized by the Committee, no rights granted under this Option shall be transferable by Director other than by will or by the laws of descent and distribution, and the rights granted under this Option shall be exercisable during Director’s lifetime only by Director. The person or persons, if any, to whom this Option is transferred by will or by the laws of descent and distribution shall be treated after Director’s death the same as Director under this Option Certificate.

     § 6. No Right to Continue Service, Neither the Plan, this Option, nor any related material shall give Director the right to continue in service to Alimera or shall adversely affect the right of Alimera to terminate Director’s service with or without cause (as determined by the Committee) at any time.

     § 7. Stockholder Status. Director shall have no rights as a stockholder with respect to any shares of Stock under this Option until such shares have been duly issued and delivered to Director, and no adjustment shall be made for dividends of any kind or description whatsoever or for distributions of rights of any kind or description whatsoever respecting such Stock except as expressly set forth in the Plan.

     § 8. Governing Law. The Plan and this Option shall be governed by the laws of the State of Delaware.

     § 9. Binding Effect. This Option shall be binding upon Alimera and Director and their respective heirs, executors, administrators and successors.

     § 10. Tax Withholding. This Option has been granted subject to the condition that Director consents to whatever action the Committee directs to satisfy the minimum statutory federal and state withholding requirements, if any, which Alimera determines are applicable upon the exercise of this Option.

     §11. References. Any references to sections (§) in this Option Certificate shall be to sections (§} of this Option Certificate unless otherwise expressly stated as part of such reference.

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ALIMERA SCIENCES, INC.

2004 INCENTIVE STOCK PLAN

NON-INCENTIVE STOCK OPTION

OPTION CERTIFICATE

Alimera Sciences, Inc., a Delaware corporation (“Alimera”), in accordance with the Alimera Sciences, Inc. 2004 Incentive Stock Plan (the “Plan”), hereby grants an Option to Dr. Calvin Roberts, who shall be referred to as “Director,” to purchase from Alimera fifteen thousand (15,000) shares of Stock at an Option Price per share equal to $0.60, which grant shall be subject to all of the terms and conditions set forth in this Option Certificate and in the Plan. This grant has been made as of July 1, 2005, which shall be referred to as the “Grant Date”. This Option is not intended to satisfy the requirements of § 422 of the Code and thus shall be a Non-ISO as that term is defined in the Plan.

	ALIMERA SCIENCES, INC.
	By:	/s/ Dan Myers
Acknowledged:	DIRECTOR
	/s/ Calvin Roberts
	[Signature]
	Date	9/29/05

TERMS AND CONDITIONS

     § 1. Plan. This Option grant is subject to all the terms and conditions set forth in the Plan and this Option Certificate, and all the terms in this Option Certificate which begin with a capital letter are either defined in this Option Certificate or in the Plan. If a determination is made that any term or condition set forth in this Option Certificate is inconsistent with the Plan, the Plan shall control. A copy of the Plan will be made available to Director upon written request to the Chief Financial Officer of Alimera.

     § 2. Vesting and Option Expiration.

(a)	General Rule. Subject to § 2(b) and § 2(c), Director’s right under this Option Certificate to exercise this Option is fully vested as of the date hereof.
(b)	Option Expiration Rules. Director’s right to exercise all or any part of this Option shall expire no later than the seventh anniversary of the Grant Date.
(a)	Special Rules.

(1)	Change in Control. If there is a Change in Control of Alimera, this Option shall be subject to the provisions of § 14 of the Plan with respect to such Change in Control.
(2)	Affiliates. For purposes of this Option Certificate, any reference to Alimera shall include any Affiliate, Parent or Subsidiary of Alimera.
(3)	Fractional Shares. Director’s right to exercise this Option shall not include a right to exercise this Option to purchase a fractional share of Stock. If Director exercises this Option on any date when this Option includes a fractional share of Stock, his or her exercise right shall be rounded down to the nearest whole share of Stock and the fractional share shall be carried forward until that fractional share together with any other fractional shares can be combined to equal a whole share of Stock or this Option expires

     § 3. Method of Exercise of Option. Director may exercise this Option in whole or in part only in accordance with the rules and procedures established from time to time by Alimera for the exercise of an Option. The Option Price shall be paid at exercise either in cash, by check acceptable to Alimera or through any cashless exercise/resale procedure which is implemented by a broker unrelated to Alimera through a sale of Stock in the open market and which is acceptable to the Committee, or in any combination of these forms of payment.

     § 4. Delivery and Other Laws. Alimera shall deliver appropriate and proper evidence of ownership of any Stock purchased pursuant to the exercise of this Option as soon as practicable after such exercise to the extent such delivery is then permissible under applicable law or rule or regulation, and such delivery shall discharge Alimera of all of its duties and responsibilities with respect to this Option.

-2-

     § 5. Nontransferable. Except as expressly authorized by the Committee, no rights granted under this Option shall be transferable by Director other than by will or by the laws of descent and distribution, and the rights granted under this Option shall be exercisable during Director’s lifetime only by Director. The person or persons, if any, to whom this Option is transferred by will or by the laws of descent and distribution shall be treated after Director’s death the same as Director under this Option Certificate.

     § 6. No Right to Continue Service. Neither the Plan, this Option, nor any related material shall give Director the right to continue in service to Alimera or shall adversely affect the right of Alimera to terminate Director’s service with or without cause (as determined by the Committee) at any time.

     § 7. Stockholder Status. Director shall have no rights as a stockholder with respect to any shares of Stock under this Option until such shares have been duly issued and delivered to Director, and no adjustment shall be made for dividends of any kind or description whatsoever or for distributions of rights of any kind or description whatsoever respecting such Stock except as expressly set forth in the Plan,

     § 8. Governing Law. The Plan and this Option shall be governed by the laws of the State of Delaware.

     § 9. Binding Effect. This Option shall be binding upon Alimera and Director and their respective heirs, executors, administrators and successors.

     § 10. Tax Withholding. This Option has been granted subject to the condition that Director consents to whatever action the Committee directs to satisfy the minimum statutory federal and state withholding requirements, if any, which Alimera determines are applicable upon the exercise of this Option.

     § 11. References. Any references to sections (§) in this Option Certificate shall be to sections (§) of this Option Certificate unless otherwise expressly stated as part of such reference.

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ALIMERA SCIENCES, INC.

2005 INCENTIVE STOCK PLAN

NON-ISO CERTIFICATE

Alimera Sciences, Inc., a Delaware corporation (“Alimera”), in accordance with the Alimera Sciences, Inc. 2005 Incentive Stock Plan (the “Plan”), hereby grants an Option to Calvin W. Roberts, MD who shall be referred to as “Director,” to purchase from Alimera Fifteen Thousand (15,000) shares of Stock at an Option Price per share equal to $1.14, which grant shall be subject to all of the terms and conditions set forth in this Option Certificate and in the Plan. This grant has been made as of June 25, 2008 which shall be referred to as the “Grant Date”. This Option is not intended to satisfy the requirements of § 422 of the Code and thus shall be a Non-ISO as that term is defined in the Plan.

	ALIMERA SCIENCES, INC.
	By:	/s/ Richard Eiswirth, Jr.
Acknowledged:	DIRECTOR
	/s/ Calvin Roberts
	[Signature]
	Date:		7/28/2008

TERMS AND CONDITIONS

     § 1.     Plan. This Option grant is subject to all the terms and conditions set forth in the Plan and this Option Certificate, and all the terms in this Option Certificate which begin with a capital letter are either defined in this Option Certificate or in the Plan. If a determination is made that any term or condition set forth in this Option Certificate is inconsistent with the Plan, the Plan shall control. A copy of the Plan will be made available to Director upon written request to the Chief Financial Officer of Alimera.

     § 2.     Vesting and Option Expiration.

(a)	General Rule. Subject to § 2(b) and § 2(c), Director’s right under this Option Certificate to exercise this Option is fully vested as of the date hereof.
(b)	Option Expiration Rules. Director’s right to exercise all or any part of this Option shall expire no later than the seventh anniversary of the Grant Date.
(a)	Special Rules.

(1)	Change in Control. If there is a Change in Control of Alimera, this Option shall be subject to the provisions of § 14 of the Plan with respect to such Change in Control.
(2)	Affiliates. For purposes of this Option Certificate, any reference to Alimera shall include any Affiliate, Parent or Subsidiary of Alimera.
(3)	Fractional Shares. Director’s right to exercise this Option shall not include a right to exercise this Option to purchase a fractional share of Stock. If Director exercises this Option on any date when this Option includes a fractional share of Stock, his or her exercise right shall be rounded down to the nearest whole share of Stock and the fractional share shall be carried forward until that fractional share together with any other fractional shares can be combined to equal a whole share of Stock or this Option expires.

     § 3.     Method of Exercise of Option. Director may exercise this Option in whole or in part only in accordance with the rules and procedures established from time to time by Alimera for the exercise of an Option. The Option Price shall be paid at exercise either in cash, by check acceptable to Alimera or through any cashless exercise/resale procedure which is implemented by a broker unrelated to Alimera through a sale of Stock in the open market and which is acceptable to the Committee, or in any combination of these forms of payment.

     § 4.     Delivery and Other Laws. Alimera shall deliver appropriate and proper evidence of ownership of any Stock purchased pursuant to the exercise of this Option as soon as practicable after such exercise to the extent such delivery is then permissible under applicable law or rule or regulation, and such delivery shall discharge Alimera of all of its duties and responsibilities with respect to this Option.

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     § 5.     Nontransferable. Except as expressly authorized by the Committee, no rights granted under this Option shall be transferable by Director other than by will or by the laws of descent and distribution, and the rights granted under this Option shall be exercisable during Director’s lifetime only by Director. The person or persons, if any, to whom this Option is transferred by will or by the laws of descent and distribution shall be treated after Director’s death the same as Director under this Option Certificate.

     § 6.     No Right to Continue Service. Neither the Plan, this Option, nor any related material shall give Director the right to continue in service to Alimera or shall adversely affect the right of Alimera to terminate Director’s service with or without cause (as determined by the Committee) at any time.

     § 7.     Stockholder Status. Director shall have no rights as a stockholder with respect to any shares of Stock under this Option until such shares have been duly issued and delivered to Director, and no adjustment shall be made for dividends of any kind or description whatsoever or for distributions of rights of any kind or description whatsoever respecting such Stock except as expressly set forth in the Plan.

     § 8.     Governing Law. The Plan and this Option shall be governed by the laws of the State of Delaware.

     § 9.     Binding Effect. This Option shall be binding upon Alimera and Director and their respective heirs, executors, administrators and successors.

     § 10.     Tax Withholding. This Option has been granted subject to the condition that Director consents to whatever action the Committee directs to satisfy the minimum statutory federal and state withholding requirements, if any, which Alimera determines are applicable upon the exercise of this Option.

     § 11.     References. Any references to sections (§) in this Option Certificate shall be to sections (§) of this Option Certificate unless otherwise expressly stated as part of such reference.

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ALIMERA SCIENCES, INC.

2005 INCENTIVE STOCK PLAN

NON-ISO CERTIFICATE

Alimera Sciences, Inc., a Delaware corporation (“Alimera”), in accordance with the Alimera Sciences, Inc. 2005 Incentive Stock Plan (the “Plan”), hereby grants an Option to Calvin W. Roberts, MD who shall be referred to as “Director,” to purchase from Alimera Fifteen Thousand (15,000) shares of Stock at an Option Price per share equal to $1.18, which grant shall be subject to all of the terms and conditions set forth in this Option Certificate and in the Plan. This grant has been made as of July 16, 2009 which shall be referred to as the “Grant Date”. This Option is not intended to satisfy the requirements of § 422 of the Code and thus shall be a Non-ISO as that term is defined in the Plan.

	ALIMERA SCIENCES, INC.
	By:
Acknowledged:	DIRECTOR
	[Signature]
	Date:

TERMS AND CONDITIONS

     § 1. Plan. This Option grant is subject to all the terms and conditions set forth in the Plan and this Option Certificate, and all the terms in this Option Certificate which begin with a capital letter are either defined in this Option Certificate or in the Plan. If a determination is made that any term or condition set forth in this Option Certificate is inconsistent with the Plan, the Plan shall control. A copy of the Plan will be made available to Director upon written request to the Chief Financial Officer of Alimera.

     § 2. Vesting and Option Expiration.

(a)	General Rule. Subject to § 2(b) and § 2(c), Director’s right under this Option Certificate to exercise this Option is fully vested as of the date hereof.
(b)	Option Expiration Rules. Director’s right to exercise all or any part of this Option shall expire no later than the seventh anniversary of the Grant Date.
(a)	Special Rules.

(1)	Change in Control. If there is a Change in Control of Alimera, this Option shall be subject to the provisions of § 14 of the Plan with respect to such Change in Control.
(2)	Affiliates. For purposes of this Option Certificate, any reference to Alimera shall include any Affiliate, Parent or Subsidiary of Alimera.
(3)	Fractional Shares. Director’s right to exercise this Option shall not include a right to exercise this Option to purchase a fractional share of Stock. If Director exercises this Option on any date when this Option includes a fractional share of Stock, his or her exercise right shall be rounded down to the nearest whole share of Stock and the fractional share shall be carried forward until that fractional share together with any other fractional shares can be combined to equal a whole share of Stock or this Option expires

     § 3. Method of Exercise of Option. Director may exercise this Option in whole or in part only in accordance with the rules and procedures established from time to time by Alimera for the exercise of an Option. The Option Price shall be paid at exercise either in cash, by check acceptable to Alimera or through any cashless exercise/resale procedure which is implemented by a broker unrelated to Alimera through a sale of Stock in the open market and which is acceptable to the Committee, or in any combination of these forms of payment.

     § 4. Delivery and Other Laws. Alimera shall deliver appropriate and proper evidence of ownership of any Stock purchased pursuant to the exercise of this Option as soon as practicable after such exercise to the extent such delivery is then permissible under applicable law or rule or regulation, and such delivery shall discharge Alimera of all of its duties and responsibilities with respect to this Option.

     § 5. Nontransferable. Except as expressly authorized by the Committee, no rights granted under this Option shall be transferable by Director other than by will or by the laws of descent and distribution, and the rights granted under this Option shall be exercisable during Director’s lifetime only by Director. The person or persons, if any, to whom this Option is transferred by will or by the laws of descent and distribution shall be treated after Director’s death the same as Director under this Option Certificate.

     § 6. No Right to Continue Service. Neither the Plan, this Option, nor any related material shall give Director the right to continue in service to Alimera or shall adversely affect the right of Alimera to terminate Director’s service with or without cause (as determined by the Committee) at any time.

     § 7. Stockholder Status. Director shall have no rights as a stockholder with respect to any shares of Stock under this Option until such shares have been duly issued and delivered to Director, and no adjustment shall be made for dividends of any kind or description whatsoever or for distributions of rights of any kind or description whatsoever respecting such Stock except as expressly set forth in the Plan.

     § 8. Governing Law. The Plan and this Option shall be governed by the laws of the State of Delaware.

     § 9. Binding Effect. This Option shall be binding upon Alimera and Director and their respective heirs, executors, administrators and successors.

     § 10. Tax Withholding. This Option has been granted subject to the condition that Director consents to whatever action the Committee directs to satisfy the minimum statutory federal and state withholding requirements, if any, which Alimera determines are applicable upon the exercise of this Option.

     § 11. References. Any references to sections (§) in this Option Certificate shall be to sections (§) of this Option Certificate unless otherwise expressly stated as part of such reference.

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the use in this Registration Statement on Form S-1 of our report dated October 30, 2009 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 relating to the Company’s ability to continue as a going concern), appearing in the Prospectus, which is part of this Registration Statement.

We also consent to the reference to us under the heading “Experts” in such Prospectus.

/s/ DELOITTE & TOUCHE LLP

Atlanta, Georgia

October 30, 2009