UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549  
 
 
 
FORM 10-Q
(Mark One)
x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2013
or
¨
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                     to                    
Commission File Number: 001-34703
 
Alimera Sciences, Inc.
(Exact name of registrant as specified in its charter)
 
Delaware
 
20-0028718
(State or other jurisdiction of
incorporation or organization)
 
(I.R.S. Employer
Identification No.)
6120 Windward Parkway, Suite 290
Alpharetta, GA
 
30005
(Address of principal executive offices)
 
(Zip Code)
(678) 990-5740
(Registrant’s telephone number, including area code)
 
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes   x     No   ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes   x     No   ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer
o

Accelerated filer
o
 
 
 
 
 
Non-accelerated filer
o
(Do not check if a smaller reporting company)
Smaller reporting company
x
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes   ¨     No   x
As of August 8, 2 013, there w ere 31,591,289 shares of the registrant’s common stock issued and outstanding.
 
 
 

Table of Contents

ALIMERA SCIENCES, INC.
QUARTERLY REPORT ON FORM 10-Q
INDEX
 
 
 
Exhibit 4.10
 
Exhibit 10.42
 
Exhibit 10.43
 
Exhibit 10.44
 
Exhibit 10.45
 
Exhibit 10.46
 
Exhibit 10.47
 
Exhibit 31.1
 
Exhibit 31.2
 
Exhibit 32.1
 


2
Table of Contents

PART I. FINANCIAL INFORMATION
ITEM 1. Interim Condensed Consolidated Financial Statements (unaudited)
ALIMERA SCIENCES, INC.
CONSOLIDATED BALANCE SHEETS
 
 
June 30,
2013
 
December 31,
2012
 
(In thousands, except share and per share data)
CURRENT ASSETS:
 
 
 
Cash and cash equivalents
$
31,925

 
$
49,564

Accounts receivable, net
129

 
—

Prepaid expenses and other current assets
3,206

 
2,029

Inventory (Note 5)
1,813

 
719

Deferred financing costs
313

 
95

Total current assets
37,386

 
52,407

PROPERTY AND EQUIPMENT — at cost less accumulated depreciation
469

 
114

TOTAL ASSETS
$
37,855

 
$
52,521

CURRENT LIABILITIES:
 
 
 
Accounts payable
$
3,195

 
$
1,973

Accrued expenses (Note 6)
1,601

 
1,179

Outsourced services payable
1,292

 
2,616

Notes payable (Note 8)
1,111

 
2,273

Capital lease obligations
9

 
6

Total current liabilities
7,208

 
8,047

NON-CURRENT LIABILITIES:
 
 
 
Derivative warrant liability
16,754

 
4,418

Notes payable — less current portion (Note 8)
3,889

 
703

Other non-current liabilities
33

 
209

COMMITMENTS AND CONTINGENCIES


 


STOCKHOLDERS’ EQUITY:
 
 
 
Preferred stock, $.01 par value — 10,000,000 shares authorized at June 30, 2013 and December 31, 2012:


 


Series A Convertible Preferred Stock, 1,300,000 authorized and 1,000,000 issued and outstanding at June 30, 2013 and at December 31, 2012; liquidation preference of $40,000 at June 30, 2013 and at December 31, 2012
32,045

 
32,045

Common stock, $.01 par value — 100,000,000 shares authorized, 31,591,289 shares issued and outstanding at June 30, 2013 and 31,541,286 shares issued and outstanding at December 31, 2012
316

 
315

Additional paid-in capital
238,567

 
237,485

Common stock warrants
461

 
415

Accumulated deficit
(261,463
)
 
(231,116
)
Accumulated other comprehensive income
45

 
—

TOTAL STOCKHOLDERS’ EQUITY
9,971

 
39,144

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
$
37,855

 
$
52,521

See Notes to Consolidated Financial Statements.

3

ALIMERA SCIENCES, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2013 AND 2012
 
 
Three Months Ended
June 30,
 
Six Months Ended
June 30,
 
2013
 
2012
 
2013
 
2012
 
(In thousands, except share and per share data)
REVENUE
$
179

 
$
—

 
$
179

 
$
—

COST OF GOODS SOLD
(11
)
 
—

 
(11
)
 
—

GROSS MARGIN
168

 
—

 
168

 
—

 
 
 
 
 
 
 
 
RESEARCH AND DEVELOPMENT EXPENSES
2,180

 
1,856

 
4,203

 
3,437

GENERAL AND ADMINISTRATIVE EXPENSES
2,429

 
1,548

 
5,099

 
2,982

SALES AND MARKETING EXPENSES
4,898

 
1,088

 
8,461

 
2,201

OPERATING EXPENSES
9,507

 
4,492

 
17,763

 
8,620

 
 
 
 
 
 
 
 
INTEREST EXPENSE AND OTHER
(129
)
 
(210
)
 
(263
)
 
(443
)
CHANGE IN FAIR VALUE OF DERIVATIVE WARRANT LIABILITY
(6,742
)
 
—

 
(12,336
)
 
—

LOSS ON EARLY EXTINGUISHMENT OF DEBT
(153
)
 
—

 
(153
)
 
—

NET LOSS
$
(16,363
)
 
$
(4,702
)
 
$
(30,347
)
 
$
(9,063
)
ACCRETION OF PREFERRED STOCK BENEFICIAL CONVERSION FEATURE
(4,950
)
 
—

 
(4,950
)
 
—

NET LOSS APPLICABLE TO COMMON SHAREHOLDERS
$
(21,313
)
 
$
(4,702
)
 
$
(35,297
)
 
$
(9,063
)
NET LOSS PER SHARE APPLICABLE TO COMMON SHAREHOLDERS — Basic and diluted
$
(0.67
)
 
$
(0.15
)
 
$
(1.12
)
 
$
(0.29
)
WEIGHTED AVERAGE SHARES OUTSTANDING — Basic and diluted
31,574,858

 
31,430,651

 
31,560,294

 
31,429,003

See Notes to Consolidated Financial Statements.


4

ALIMERA SCIENCES, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2013 AND 2012

 
Three Months Ended
June 30,
 
Six Months Ended
June 30,
 
2013
 
2012
 
2013
 
2012
 
(In thousands)
NET LOSS
$
(16,363
)
 
$
(4,702
)
 
$
(30,347
)
 
$
(9,063
)
 
 
 
 
 
 
 
 
OTHER COMPREHENSIVE INCOME
 
 
 
 
 
 
 
Foreign currency translation adjustments
37

 
—

 
45

 
—

TOTAL OTHER COMPREHENSIVE INCOME
37

 
—

 
45

 
—

COMPREHENSIVE LOSS
$
(16,326
)
 
$
(4,702
)
 
$
(30,302
)
 
$
(9,063
)

See Notes to Consolidated Financial Statements.

5

ALIMERA SCIENCES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 2013 AND 2012
 
 
Six Months Ended June 30,
 
2013
 
2012
 
(In thousands)
CASH FLOWS FROM OPERATING ACTIVITIES:
 
 
 
Net loss
$
(30,347
)
 
$
(9,063
)
Loss from early extinguishment of debt
153

 
—

Depreciation and amortization
59

 
53

Stock-based compensation expense and other
990

 
923

Amortization of deferred financing costs and debt discount
82

 
117

Loss on change in fair value of derivative warrant liability
12,336

 
—

Changes in assets and liabilities:
 
 
 
Accounts receivable
(129
)
 
—

Prepaid expenses and other current assets
(1,177
)
 
(246
)
Inventory
(1,094
)
 
(206
)
Accounts payable
1,132

 
(669
)
Accrued expenses and other current liabilities
(902
)
 
(1,018
)
Other long-term liabilities
(201
)
 
46

Net cash used in operating activities
(19,098
)
 
(10,063
)
CASH FLOWS FROM INVESTING ACTIVITIES:
 
 
 
Proceeds from maturities of investments
—

 
500

Purchases of property and equipment
(381
)
 
(11
)
Net cash (used in) provided by investing activities
(381
)
 
489

CASH FLOWS FROM FINANCING ACTIVITIES:
 
 
 
Proceeds from exercise of stock options
59

 
—

Payment of principal on notes payable
(3,067
)
 
(1,250
)
Proceeds from issuance of notes payable
5,000

 
—

Payment of debt costs
(223
)
 
—

Proceeds from sale of common stock
33

 
13

Payments on capital lease obligations
(7
)
 
(6
)
Net cash provided by (used in) financing activities
1,795

 
(1,243
)
EFFECT OF EXCHANGE RATES ON CASH AND CASH EQUIVALENTS
45

 
—

NET DECREASE IN CASH AND CASH EQUIVALENTS
(17,639
)
 
(10,817
)
CASH AND CASH EQUIVALENTS — Beginning of Period
49,564

 
33,108

CASH AND CASH EQUIVALENTS — End of Period
$
31,925

 
$
22,291

SUPPLEMENTAL DISCLOSURES:
 
 
 
Cash paid for interest
$
183

 
$
315

Supplemental schedule of non-cash investing and financing activities:
 
 
 
Property and equipment acquired under capital leases
$
33

 
$
—

There were no income tax or dividend payments made for the six months ended June 30, 2013 and 2012.

See Notes to Consolidated Financial Statements.

6
ALIMERA SCIENCES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



1.
NATURE OF OPERATIONS
Alimera Sciences, Inc., and its subsidiaries (the Company), is a biopharmaceutical company that specializes in the research, development and commercialization of ophthalmic pharmaceuticals. The Company was formed on June 4, 2003 under the laws of the State of Delaware.
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 only commercial product is ILUVIEN ® , which has received marketing authorization in the United Kingdom, Austria, Portugal, France, Germany and Spain, and has been recommended for marketing authorization in Italy, for the treatment of vision impairment associated with chronic diabetic macular edema (DME) considered insufficiently responsive to available therapies. ILUVIEN was commercially launched in the United Kingdom and Germany in April and May of 2013, respectively.
The Company submitted a New Drug Application (NDA) in June 2010 for ILUVIEN in the U.S. with the U.S. Food and Drug Administration (FDA), followed by registration filings in the United Kingdom, Austria, France, Germany, Italy, Portugal and Spain under the European Union’s (EU) Decentralized Procedure (DCP) in July 2010, with the United Kingdom acting as the Reference Member State (RMS). The RMS is responsible for coordinating the review and approval process between itself and the other involved countries, or Concerned Member States.
In November 2010, the Company received a Preliminary Assessment Report (PAR) from the RMS and in December 2010, it received a Complete Response Letter (CRL) from the FDA regarding its respective registration filings. The primary concerns expressed in both the PAR and the CRL centered on the benefits of ILUVIEN in treating DME patients versus the risk of its side effects. Further analysis of the Company’s two completed Phase 3 pivotal clinical trials (collectively, the FAME Study) data through its final readout at month 36 , demonstrated that a pre-planned subgroup of chronic DME patients demonstrated a greater benefit to risk profile than the full population dataset in the Company’s original filings.
The Company submitted its response to the CRL to the FDA in May 2011, including additional safety and efficacy data through month 36 of the FAME Study with an emphasis on the chronic DME subgroup. In July 2011, the Company submitted a draft response to the PAR to the United Kingdom Medicines Healthcare products Regulatory Agency (MHRA), the regulatory body acting as the RMS, which included a similar data package.
In November 2011, the FDA issued a second CRL to communicate that the NDA could not be approved in its then current form stating that the NDA did not provide sufficient data to support that ILUVIEN is safe and effective in the treatment of patients with DME. The FDA stated that the risks of adverse reactions shown for ILUVIEN in the FAME Study were significant and were not offset by the benefits demonstrated by ILUVIEN in these clinical trials. In its second CRL, the FDA indicated that the Company would need to conduct two additional clinical trials to demonstrate that the product is safe and effective for the proposed indication. During the second quarter of 2012, the Company met with the FDA in an effort to gain a better understanding of the regulatory path for ILUVIEN in the U.S. Based upon this meeting, the Company submitted a response to the second CRL to the FDA, which included additional analysis of the benefits and risks of ILUVIEN based upon clinical data available from the FAME Study, and received a Prescription Drug User Fee Act (PDUFA) goal date of October 17, 2013. The Company does not plan to conduct additional trials for DME at this time.
After meetings and discussions with the MHRA, the Company finalized and submitted its response to the PAR to the MHRA in November 2011. In February 2012, the Company received a Final Assessment Report (FAR) from the MHRA indicating that the United Kingdom, Austria, France, Germany, Italy, Portugal and Spain had reached a consensus that ILUVIEN was approvable and that the DCP was complete. Upon receipt of the FAR, the Company entered the national phase with each of these seven countries. As part of the approval process in these countries, the Company has committed to conduct a five -year, post-authorization, open label registry study of ILUVIEN in patients treated per the labeled indication. ILUVIEN has received marketing authorization in the United Kingdom, Austria, Portugal, France, Germany and Spain for the treatment of vision impairment associated with chronic DME considered insufficiently responsive to available therapies.
The Company launched ILUVIEN in the United Kingdom and Germany in April and May of 2013, respectively, and currently plans to launch ILUVIEN in France in early 2014. The Company is also pursuing reimbursement in these countries. In January 2013, the United Kingdom’s National Institute for Health and Care Excellence (NICE) published final guidance indicating that ILUVIEN is not cost effective for the treatment of vision impairment associated with chronic DME considered insufficiently responsive to available therapies given the cost of £5500 . The Company submitted a simple patient access scheme (PAS) for ILUVIEN to NICE for consideration under its rapid review facility. In June 2013, the NICE Appraisal Committee issued a positive Appraisal Consultation Document (ACD) on ILUVIEN for the treatment of pseudophakic patients with chronic (DME) considered insufficiently responsive to available therapies, taking the PAS into consideration. The ACD

7
ALIMERA SCIENCES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)


recommends a change to the published guidance issued by NICE in January 2013. The NICE Appraisal Committee is expected to meet again in August 2013 to consider additional consultation and comment on the ACD and communicate its decision at a later date. There is no guarantee, however, that NICE will change its final guidance as a result of the recommendation by the Appraisal Committee contained in the ACD. If NICE fails to change its published guidance, the Company's business may be materially and adversely affected.
2. BASIS OF PRESENTATION
The Company has prepared the accompanying unaudited interim condensed consolidated financial statements and notes thereto (interim financial statements) in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP) for interim financial information and the instructions to Form 10-Q and Article 10-01 of Regulation S-X of the Securities and Exchange Commission (SEC). Accordingly, they do not include all of the information and disclosures required by U.S. GAAP for complete financial statements. In the opinion of management, the accompanying unaudited interim financial statements reflect all adjustments, which include normal recurring adjustments, necessary to present fairly the Company’s interim financial information.
The accompanying unaudited interim financial statements and related notes should be read in conjunction with the Company’s audited financial statements for the year ended December 31, 2012 and related notes included in the Company’s Annual Report on Form 10-K, which was filed with the SEC on March 28, 2013. The financial results for any interim period are not necessarily indicative of the expected financial results for the full year.
3. ACCOUNTING POLICIES
The accounting policies followed for quarterly financial reporting are the same as those disclosed in the Notes to Financial Statements included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission for the year ended December 31, 2012. Certain of the Company’s more significant accounting policies adopted in the current year are as follows:
Segment Reporting
The Company's chief decision maker is the Chief Executive Officer (CEO). While the CEO is apprised of a variety of financial metrics and information, the business is principally managed on an aggregate basis.  All of the Company's revenues are currently, and for the foreseeable future, generated in the European Union (EU).  Additionally, the majority of the Company's expenditures and personnel either directly support its efforts in the EU, or cannot be specifically attributed to a geography outside of the EU. Therefore, the Company has only one reportable operating segment. If the Company commercializes ILUVIEN in additional jurisdictions in the future, management expects to report multiple operating segments based on geographic segmentation.
Translation Policy
The U.S. dollar is the functional currency for Alimera Sciences, Inc. The Euro is the functional currency for the majority of the Company's subsidiaries operating outside of the U.S.
For Alimera Sciences, Inc., foreign currency assets and liabilities are remeasured into U.S. dollars at end-of-period exchange rates, except for nonmonetary balance sheet accounts, which are remeasured at historical exchange rates. Revenue and expenses are remeasured at average exchange rates in effect during each period, except for those expenses related to the non-monetary balance sheet amounts, which are remeasured at historical exchange rates. Gains or losses from foreign currency remeasurement are included in income.
For the subsidiaries operating outside of the U.S. that are denominated in the Euro, assets and liabilities are translated at end-of-period rates while revenues and expenses are translated at average rates in effect during the period. Equity is translated at historical rates and the resulting cumulative translation adjustments are included as a component of accumulated other comprehensive income.
Revenue Recognition
The Company recognizes revenue from its product sales when title passes and the risks and reward of ownership have passed to the customer based on the terms of sale. Title passes generally upon shipment or upon receipt by the customer depending on the agreement with the customer. Precise information regarding the receipt of product by the customer is not always readily available. In these cases, we estimate the date of receipt based upon our shipping policies by geographic

8
ALIMERA SCIENCES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)


location. In our current commercial markets of Germany and the United Kingdom, our shipping policies require delivery within 24 hours of shipment in most instances.
Accounts Receivable and Allowance for Doubtful Accounts
Accounts receivable are generated through sales primarily to pharmacies, hospitals and wholesalers. The carrying amount of accounts receivable is reduced by an allowance for doubtful accounts that reflects management's best estimate of the amounts that will not be collected. In addition to reviewing delinquent accounts receivable, management considers many factors in estimating its general allowance, including historical data, experience, customer types, credit worthiness, and economic trends. From time to time, management may adjust its assumptions for anticipated changes in any of those or other factors expected to affect collectability. Provisions for doubtful accounts are charged to operations at the time management determines these accounts may become uncollectable. The Company writes off accounts receivable when management determines they are uncollectable and credits payments subsequently received on such receivables to bad debt expense in the period received. There were no write-offs for the three or six months periods ended June 30, 2013.
Inventory Policy
Inventories are stated at the lower of cost or market with cost determined under the first in, first out (“FIFO”) method. Included in inventory costs are component parts, work-in-progress and finished goods. The Company relies on third party manufacturers for the production of all inventory and does not capitalize any internal costs. The Company periodically reviews inventories for excess or obsolete inventory and writes down obsolete or otherwise unmarketable inventory to its estimated net realizable value. If the actual net realizable value is less than that estimated, or if there are any further determinations that inventory will not be marketable based on estimates of demand, additional inventory write-downs will be required.
Recent Accounting Pronouncements
In March 2013, the Financial Accounting Standards Board (FASB) issued Accounting Standard Update (ASU) No. 2013-05: Parent's Accounting for the Cumulative Translation Adjustment upon Derecognition of Certain Subsidiaries or Groups of Assets within a Foreign Entity or of an Investment in a Foreign Entity (ASU 2013-05), which applies to the release of the cumulative translation adjustment resulting from certain events occurring in foreign subsidiaries. ASU 2013-05 is effective for fiscal years, and interim reporting periods within those years, beginning on or after December 15, 2012. The adoption of ASU 2013-05 did not have a material impact on the Company's interim financial statements.
In February 2013, the FASB issued ASU No. 2013-02: Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income (ASU 2013-02), which adds new disclosure requirements for items reclassified out of accumulated other comprehensive income. ASU 2013-02 is effective for fiscal years, and interim reporting periods within those years, beginning on or after December 15, 2012. The adoption of ASU 2013-02 did not have a material impact on the Company's interim financial statements.
4. FACTORS AFFECTING OPERATIONS
To date the Company has incurred recurring losses, negative cash flow from operations, and has accumulated a deficit of $261,463,000 from the Company’s inception through June 30, 2013 . As of June 30, 2013 , the Company had approximately $31,925,000 in cash and cash equivalents.
The Company launched ILUVIEN in the United Kingdom and Germany in April and May of 2013, respectively, and currently plans to launch ILUVIEN in France in early 2014. The Company believes that it has sufficient funds available, including amounts available under its 2013 Line of Credit (Note 8), to fund its operations for the commercialization of ILUVIEN in these EU countries. The Company does not expect to have positive cash flow from operations until 2014, if at all. If ILUVIEN does not generate sufficient revenue, or the Company does not maintain compliance with covenants under its loan agreements, the Company may adjust its commercial plans so that it can continue to operate with its existing cash resources or seek to raise additional financing.
The accompanying interim financial statements have been prepared assuming the Company will continue as a going concern. The Company’s recurring net losses, negative cash flow from operations, accumulated deficit, and current lack of product revenue raise substantial doubt about its ability to continue as a going concern. The interim financial statements do not include any adjustments that might result from the outcome of this uncertainty.

9
ALIMERA SCIENCES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)


5. INVENTORY
Inventory consisted of the following:
 
June 30,
2013
 
December 31,
2012
 
(In thousands)
Component parts (1)
$
281

 
$
35

Work-in-process (2)
834

 
684

Finished goods
698

 
—

Total inventory
$
1,813

 
$
719


(1)
Component parts inventory consisted of fluocinolone acetonide (FAc) and manufactured components of the ILUVIEN applicator.
(2)
Work-in-process consisted of completed units of ILUVIEN that are undergoing, but have not completed, quality assurance testing as required by regulatory authorities.
6. ACCRUED EXPENSES
Accrued expenses consisted of the following:
 
 
June 30,
2013
 
December 31,
2012
 
(In thousands)
Accrued clinical investigator expenses
$
798

 
$
897

Accrued other compensation expenses
747

 
237

Other accrued expenses
56

 
45

Total accrued expenses
$
1,601

 
$
1,179

7. LICENSE AGREEMENTS
The Company entered into an agreement with pSivida US, Inc. (pSivida) for the use of FAc in pSivida’s proprietary delivery device in February 2005, which was subsequently amended and restated in March 2008. pSivida is a global drug delivery company committed to the biomedical sector and the development of drug delivery products. The Company's agreement with pSivida provides it with a worldwide exclusive license to develop and sell ILUVIEN.
The Company’s license rights to pSivida’s proprietary delivery device could revert to pSivida if the Company were to (i) fail twice to cure its breach of an obligation to make certain payments to pSivida following receipt of written notice thereof; (ii) fail to cure other breaches of material terms of its agreement with pSivida within 30 days after notice of such breaches or such longer period (up to 90 days ) as may be reasonably necessary if the breach cannot be cured within such 30 -day period; (iii) file for protection under the bankruptcy laws, make an assignment for the benefit of creditors, appoint or suffer appointment of a receiver or trustee over its property, file a petition under any bankruptcy or insolvency act or have any such petition filed against it and such proceeding remains undismissed or unstayed for a period of more than 60 days ; or (iv) notify pSivida in writing of its decision to abandon its license with respect to a certain product using pSivida’s proprietary delivery device.
Upon commercialization of ILUVIEN, the Company must share 20% of net profits, by country, and 33% of any lump sum milestone payments received from a sub-licensee of ILUVIEN, as defined by the agreement, with pSivida. In connection with this arrangement the Company is entitled to recover 20% of commercialization costs of ILUVIEN, as defined in the agreement, incurred prior to product profitability out of pSivida’s share of net profits, by country. As of June 30, 2013 and December 31, 2012 , the Company was owed $8,037,000 and $5,565,000 , respectively, in commercialization costs. Due to the uncertainty of future net profits, the Company has fully reserved these amounts in the accompanying interim financial statements. The Company will owe pSivida an additional milestone payment of $25,000,000 if ILUVIEN is approved by the FDA.

10
ALIMERA SCIENCES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)


In November 2007, the Company entered into a license agreement with Dainippon Sumitomo Pharma Co., Ltd. (Dainippon) whereby Dainippon granted the Company a non-exclusive, worldwide, royalty free license to patent rights under specific patents and patent applications. The Company paid $200,000 to Dainippon shortly after the execution of this license agreement and will be required to make an additional payment in the amount of $200,000 to Dainippon within 30 days following the first regulatory approval of a licensed product in the U.S. by the FDA.
8. LOAN AGREEMENTS
2010 Term Loan
The Company entered into a loan and security agreement with Silicon Valley Bank (SVB) and MidCap Financial LLP (MidCap and together with SVB, the Lenders) in October 2010, which was subsequently amended in May 2011 (as amended, the 2010 Term Loan Agreement). Pursuant to the 2010 Term Loan Agreement, in October 2010 the Company borrowed an aggregate of $6,250,000 from the Lenders (the 2010 Term Loan). The 2010 Term Loan Agreement also provided for the ability to drawdown an additional $11,000,000 subject to FDA approval of the NDA for ILUVIEN by December 31, 2011, which was not obtained.
In August 2011, the Company began repaying the outstanding principal under the 2010 Term Loan in 33 equal monthly installments plus interest at a rate of 11.5% . At maturity, the Company was also required to make an additional interest payment equal to 4% of the total amount borrowed. The Company paid to the Lenders an upfront fee of $62,500 upon execution of the 2010 Term Loan Agreement and an additional fee of $50,000 in connection with the May 2011 amendment. In accordance with FASB Accounting Standard Codification (ASC) 470-50-40-17, Debt - Modifications and Extinguishments (ASC 470-50-40-17) , the Company was amortizing the deferred financing costs on the 2010 Term Loan and the $50,000 modification fee over the remaining term of the 2010 Term Loan, as modified.
In October 2010, in connection with entering into the 2010 Term Loan, the Company issued the Lenders warrants to purchase up to 39,773 shares of the Company's common stock. Each of the warrants were exercisable upon issuance, had a per-share exercise price of $11.00 and a term of 10 years. The Company estimated the fair value of warrants granted using the Black-Scholes option pricing model to be $389,000 . The Company allocated a portion of the proceeds from the 2010 Term Loan to the warrants in accordance with ASC 470-20-25-2, Debt Instruments with Detachable Warrants . As a result, the Company recorded a discount of $366,000 which was amortized to interest expense using the effective interest method. The Lenders were also issued warrants to purchase up to an aggregate of 69,999 additional shares of the Company's common stock, which were exercisable only upon the drawdown of the additional $11,000,000 subject to FDA approval of the NDA for ILUVIEN by December 31, 2011, which was not obtained.
In May 2013, the Company repaid all amounts owed to the Lenders under the 2010 Term Loan, including the final interest payment equal to 4% of the total amount borrowed, and a 1.0% prepayment penalty on the then outstanding principal owed to MidCap. In connection with the repayment of the 2010 Term Loan, and in accordance with ASC 470-50-40-17, the Company recognized a loss on early extinguishment of debt of $154,000 associated with the remaining unamortized deferred financing costs, unamortized discount associated with the Lenders' warrants, the final interest payment, the prepayment penalty and a lender fee and warrants associated with a new term loan.
Working Capital Revolver
In October 2010, the Company and SVB entered into a loan and security agreement, which was subsequently amended in May 2011 (as amended, the 2010 Revolving Loan Agreement), pursuant to which the Company obtained a secured revolving line of credit from SVB against eligible U.S. domestic accounts receivable with borrowing availability up to $20,000,000 . Upon entering into the 2010 Revolving Loan Agreement, the Company paid to SVB an upfront fee of $100,000 . As of December 31, 2012, no amounts under the 2010 Revolving Loan Agreement were outstanding or available to the Company. In May 2013, the Company and SVB terminated the 2010 Revolving Loan Agreement.
2013 Loan Agreement
In May 2013, Alimera Sciences Limited (Limited), a subsidiary of the Company, entered into a loan and security agreement (2013 Loan Agreement) with SVB to provide Limited with additional working capital for general corporate purposes. Under the 2013 Loan Agreement, SVB has made a term loan (2013 Term Loan) in the principal amount of $5,000,000 to Limited and has agreed to provide up to an additional $15,000,000 to Limited under a working capital line of credit (2013 Line of Credit). No advances were made at closing under the 2013 Line of Credit and no amounts were outstanding as of June 30, 2013.

11
ALIMERA SCIENCES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)


The 2013 Term Loan provides for interest only payments for six months followed by 36 monthly payments of interest, plus principal. Interest on outstanding borrowings under the 2013 Term Loan is payable at the rate of 7.50% . Borrowings under the 2013 Line of Credit will be advanced at 80% of eligible accounts receivable as defined in the 2013 Loan Agreement. Interest is payable on the balance of eligible accounts financed at the rate of 2.75% above SVB's most recently announced “prime rate.” Limited is also required to pay SVB on a monthly basis an unused line fee equal to 0.25% per annum of the average unused portion of the 2013 Line of Credit during the preceding month. The maturity dates are June 30, 2015 with respect to the 2013 Line of Credit and October 31, 2016 with respect to the 2013 Term Loan.
In connection with entering into the 2013 Loan Agreement, Limited paid SVB a facility fee of $25,000 . Additionally, the Company re-priced warrants to purchase an aggregate of up to 31,818 shares of the Company’s common stock previously issued to SVB in connection with the 2010 Term Loan; 15,909 of which were previously exercisable only upon the drawdown of the additional $11,000,000 of the 2010 Term Loan subject to FDA approval of the NDA for ILUVIEN by December 31, 2011. Upon re-pricing, each of the warrants was exercisable immediately at a per-share exercise price of $2.86 and had a remaining term of 7.4 years . The Company estimated the incremental fair value received by SVB using the Black-Scholes option pricing model to be $46,000 . In accordance with ASC 470-50-40-17, the Company expensed the facility fee and incremental value of the warrants associated with the 2013 Term Loan as part of the loss on early extinguishment of the 2010 Term Loan. Warrants to purchase up to an aggregate of 54,090 additional shares of the Company's common stock, which were exercisable only upon the drawdown of the additional $11,000,000 of the 2010 Term Loan subject to FDA approval of the NDA for ILUVIEN by December 31, 2011, which was not obtained, remain outstanding.
In connection with the 2013 Line of Credit, Limited paid a commitment fee of $100,000 . In accordance with ASC 470-50-40-17, the Company capitalized the commitment fee and $49,000 of deferred financing costs remaining on the 2010 Revolving Loan Agreement as deferred financing costs, which are being amortized over the remaining term of the 2013 Line of Credit.
If Limited repays the 2013 Term Loan prior to October 31, 2016, it will pay to SVB a prepayment penalty of 3% of the total principal amount if the prepayment occurs within one year after the funding date and 2% of the total principal amount if the prepayment occurs between one and two years after the funding date, provided in each case that such prepayment penalty will be reduced by 50% in the event of an acquisition of Limited (either alone, or in connection with the acquisition of the Company or any of its subsidiaries). In addition, if Limited terminates the 2013 Line of Credit prior to June 30, 2015, it will pay to SVB a termination fee of $112,500 , which will be reduced by 50% in the event of an acquisition described above.
Limited also agreed to customary affirmative and negative covenants and events of default in connection with these arrangements. Further, the Company, on a consolidated basis, must maintain a minimum “adjusted quick ratio,” tested as of the last day of each month, of at least 1.5 :1.0. The adjusted quick ratio is the ratio of (x) the Company's consolidated, unrestricted and unencumbered cash plus net billed trade accounts receivable to (y) the Company's current liabilities (including all obligations owed to SVB) minus the current portion of deferred revenue. The occurrence of an event of default could result in the acceleration of Limited's obligations under the 2013 Loan Agreement and an increase to the applicable interest rate, and would permit SVB to exercise remedies with respect to the collateral under the 2013 Loan Agreement, including foreclosure on the Company's intellectual property. As of June 30, 2013, the Company, on a consolidated basis with its subsidiaries, was in material compliance with all of the covenants of the 2013 Term Loan and 2013 Line of Credit.
Limited's obligations to SVB are secured by a first priority security interest in substantially all of Limited's assets. The Company and certain of its subsidiaries are guarantors of the obligations of Limited to SVB under the 2013 Loan Agreement pursuant to separate guaranty agreements. Pursuant to the guaranties, the Company and these subsidiaries granted SVB a first priority security interest in substantially all of their respective assets.
The weighted average interest rates of the Company's notes payable approximate the rate at which the Company could obtain alternative financing; therefore, the carrying amount of the notes approximated their fair value at December 31, 2012 and June 30, 2013.

12
ALIMERA SCIENCES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)


9. LOSS PER SHARE (EPS)
Basic EPS is calculated in accordance with ASC 260, Earnings per Share , by dividing net income or loss attributable to common stockholders by the weighted average common stock outstanding. Diluted EPS is calculated in accordance with ASC 260 by adjusting weighted average common shares outstanding for the dilutive effect of common stock options, warrants, convertible preferred stock and accrued but unpaid convertible preferred stock dividends. In periods where a net loss is recorded, no effect is given to potentially dilutive securities, since the effect would be anti-dilutive. Weighted average common stock equivalents 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:
 
 
Three Months Ended
June 30,
 
Six Months Ended
June 30,
 
2013
 
2012
 
2013
 
2012
Preferred stock
15,037,594

 
—

 
15,037,594

 
—

Preferred stock warrants
1,089,446

 
—

 
334,717

 
—

Common stock warrants
14,498

  
4,236

  
5,620

  
3,598

Stock options
2,720,886

  
1,134,081

  
2,213,463

  
873,866

Total
18,862,424

  
1,138,317

  
17,591,394

  
877,464

10. PREFERRED STOCK
On October 2, 2012, the Company closed its preferred stock financing in which it sold units consisting of 1,000,000 shares of Series A Convertible Preferred Stock and warrants to purchase 300,000 shares of Series A Convertible Preferred Stock for gross proceeds of $40,000,000 , prior to the payment of approximately $560,000 of related issuance costs. The powers, preferences and rights of the Series A Convertible Preferred Stock are set forth in the certificate of designation filed by the Company with the Secretary of State of the State of Delaware on October 1, 2012. Each share of Series A Convertible Preferred Stock, including any shares of Series A Convertible Preferred Stock issued upon exercise of the warrants, is convertible into shares of the Company’s common stock at any time at the option of the holder at the rate equal to $40.00 divided by the then current conversion price (Conversion Price). The initial Conversion Price of $2.91 was subject to adjustment to $3.16 or $2.66 based on the occurrence or non-occurrence of certain events relating to guidance from NICE regarding ILUVIEN, in addition to certain customary price-based anti-dilution adjustments. Each share of Series A Convertible Preferred Stock shall automatically be converted into shares of common stock at the then-effective Conversion Price upon the occurrence of the later to occur of both (i) the Company receives and publicly announces the approval by the FDA of the Company’s NDA for ILUVIEN and (ii) the date on which the Company consummates an equity financing transaction pursuant to which the Company sells to one or more third party investors either (a) shares of common stock or (b) other equity securities that are convertible into shares of common stock and that have rights, preference or privileges, senior to or on a parity with, the Series A Convertible Preferred Stock, in each case having an as-converted per share of common stock price of not less than $10.00 and that results in total gross proceeds to the Company of at least $30,000,000 .
On June 30, 2013, the Conversion Price was automatically adjusted to $2.66 . As a result of the adjustment to the Conversion Price, the value of the common stock underlying the Series A Convertible Preferred Stock at issuance exceeded the amount of the net proceeds allocated to the Series A Convertible Preferred Stock at issuance. Therefore, the Company recorded the contingent beneficial conversion feature of $4,950,000 as an increase in additional paid in capital. Because the Series A Convertible Preferred Stock was immediately convertible into common stock at the option of the holder on June 30, 2013, the Company immediately accreted the full value of the beneficial conversion feature to the carrying value of the Series A Convertible Preferred Stock on that date.
Each unit sold in the preferred stock financing included a warrant to purchase 0.30 shares of Series A Convertible Preferred Stock at an exercise price equal to $44.00 per share. At the election of the holder of a warrant, the warrant may be exercised for the number of shares of common stock then issuable upon conversion of the Series A Convertible Preferred Stock that would otherwise be issued upon such exercise at the then-effective Conversion Price.
These warrants are considered derivative instruments because the agreements provide for settlement in Series A Convertible Preferred Stock shares or common stock shares at the option of the holder, an adjustment to the warrant exercise price for common shares at some point in the future, and contain anti-dilution provisions whereby the number of shares for which the warrants are exercisable and/or the exercise price of the warrants are subject to change in the event of certain issuances of stock at prices below the then-effective exercise price of the warrants. Therefore the warrants were recorded as a

13
ALIMERA SCIENCES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)


liability at issuance. At June 30, 2013 and December 31, 2012 , the fair market value of the warrant liability was estimated to be $16,754,000 and $4,418,000 , respectively. The Company recorded losses of $6,742,000 and $12,336,000 as a result of the change in fair value of the warrants in the three and six month periods ended June 30, 2013, respectively.
In second quarter of 2013, the Company concluded that it was appropriate to classify the derivative warrant liability as a non-current liability because the warrants do not provide for cash settlement, and will be settled in shares of either Series A Convertible Preferred Stock or common stock at the option of the holder. The prior period amount has been reclassified for consistency with the current period presentation. This reclassification had no effect on the reported results of operations.
11. STOCK INCENTIVE PLANS
Stock Option Plans
During the three months ended June 30, 2013 and 2012, the Company recorded compensation expense related to stock options of approximately $ 448,000 and $ 453,000 , respectively. During the six months ended June 30, 2013 and 2012, the Company recorded compensation expense related to stock options of approximately $976,000 and $794,000 , respectively. As of June 30, 2013, the total unrecognized compensation cost related to non-vested stock options granted was $ 4,240,000 and is expected to be recognized over a weighted average period of 2.69 years. The following table presents a summary of stock option transactions for the three and six months ended June 30, 2013 and 2012:
 
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2013
 
2012
 
2013
 
2012
 
Options
 
Weighted
Average
Exercise
Price
 
Options
 
Weighted
Average
Exercise
Price
 
Options
 
Weighted
Average
Exercise
Price
 
Options
 
Weighted
Average
Exercise
Price
Options outstanding at beginning of period
5,849,838

 
$
2.63

 
3,645,519

 
$
3.17

 
5,493,079

 
$
2.67

 
2,607,446

 
$
3.88

Grants
172,500

 
5.26

 
52,500

 
2.77

 
560,000

 
3.09

 
1,127,500

 
1.71

Forfeitures
(106,500
)
 
1.66

 
—

 
—

 
(122,412
)
 
2.06

 
(36,927
)
 
8.67

Exercises
(20,000
)
 
1.33

 
—

 
—

 
(34,829
)
 
1.70

 
—

 
—

Options outstanding at period end
5,895,838

 
2.73

 
3,698,019

 
3.17

 
5,895,838

 
2.73

 
3,698,019

 
3.17

Weighted average per share fair value of options granted during the period
$
4.01

 
 
 
$
2.07

 
 
 
$
2.38

 
 
 
$
1.33

 
 
The following table provides additional information related to outstanding stock options, fully vested stock options and stock options expected to vest as of June 30, 2013 :
 
Shares
 
Weighted
Average
Exercise
Price
 
Weighted
Average
Contractual
Term
 
Aggregate
Intrinsic
Value
 
 
 
 
 
 
 
(In thousands)
Outstanding
5,895,838

 
$
2.73

 
7.34 years
 
$
15,487

Exercisable
2,836,201

 
3.05

 
5.37 years
 
7,030

Expected to vest
2,319,872

 
2.62

 
9.19 years
 
6,142


14
ALIMERA SCIENCES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)


The following table provides additional information related to outstanding stock options, fully vested stock options and stock options expected to vest as of December 31, 2012 :
 
Shares
 
Weighted
Average
Exercise
Price
 
Weighted
Average
Contractual
Term
 
Aggregate
Intrinsic
Value
 
 
 
 
 
 
 
(In thousands)
Outstanding
5,493,079

 
$
2.67

 
7.60 years
 
$
204

Exercisable
2,471,295

 
3.06

 
5.24 years
 
204

Expected to vest
2,172,678

 
2.55

 
9.52 years
 
—

 Restricted Stock Units
In February 2012, the Company awarded 85,447 restricted stock units (RSUs), to executive officers and employees at a grant date fair value of $1.70 per RSU. A RSU is a stock award that entitles the holder to receive shares of the Company’s common stock as the award vests. The fair value of the RSUs was determined on the date of grant based on the closing price of the Company’s common stock on the date of grant, which equals the RSU’s intrinsic value. The RSUs were to vest upon the receipt of marketing authorization of ILUVIEN in four of the seven EU countries in which ILUVIEN is recommended for marketing authorization (Note 1). During 2012, the vesting requirements were met and, as a result, the RSUs became fully vested. During the three and six months ended June 30, 2012, the Company recognized $109,000 in compensation expense in connection with the RSUs. The Company did not recognize any compensation expense during the three and six month periods ended June 30, 2013 in connection with the RSUs.
12. INCOME TAXES
In accordance with ASC 740, Income Taxes , the Company recognizes deferred tax assets and liabilities for temporary differences between the financial reporting basis and the tax basis of its assets and liabilities. The Company records a valuation allowance against its net deferred tax asset to reduce the net carrying value to an amount that is more likely than not to be realized.
Income tax positions are considered for uncertainty in accordance with ASC 740, Income Taxes . The Company believes that its income tax filing positions and deductions are more likely than not of being sustained on audit and does not anticipate any adjustments that will result in a material change to its financial position; therefore, no liabilities and no related penalties and interest have been recorded. Tax years since 2003 remain subject to examination in Georgia, Tennessee, and on the federal level. The Company does not anticipate any material changes to its uncertain tax positions within the next 12 months.
Significant management judgment is involved in determining the provision for income taxes, deferred tax assets and liabilities, and any valuation allowance recorded against net deferred tax assets. Due to uncertainties with respect to the realization of deferred tax assets due to the history of operating losses, a valuation allowance has been established against the entire net deferred tax asset balance. The valuation allowance is based on management’s estimates of taxable income in the jurisdictions in which the Company operates and the period over which deferred tax assets will be recoverable. In the event that actual results differ from these estimates or the Company adjusts these estimates in future periods, a change in the valuation allowance may be needed, which could materially impact the Company’s financial position and results of operations.
The Company has federal and state net operating loss (NOL) carry-forwards that are available to reduce future income unless otherwise taxable. NOL carry-forwards may be subject to annual limitations under Internal Revenue Code (IRC) Section 382 (or comparable provisions of state law) in the event that certain changes in ownership of the Company were to occur. The Company periodically evaluates its NOL carry-forwards and whether certain changes in ownership have occurred that would limit the Company’s ability to utilize a portion of its NOL carry-forwards. If it is determined that significant ownership changes have occurred since the Company generated its NOL carry-forwards, it may be subject to annual limitations on the use of these NOL carry-forwards under IRC Section 382 (or comparable provisions of state law). The issuance of the Series A Convertible Preferred Stock on October 2, 2012 constituted such a change in ownership. As a result of this change in ownership, the Company performed a formal analysis in connection with IRC Section 382 and determined that approximately $13,700,000 of its NOLs generated prior to the change in ownership could not be utilized in the future.


ALIMERA SCIENCES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)


13. FAIR VALUE
The Company has adopted ASC 820, Fair Value Measurements . 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.
The carrying amounts of the Company's financial instruments, including cash and cash equivalents, receivables, and current liabilities approximate their fair value because of their short maturities.
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:
 
June 30, 2013
 
Level 1
 
Level 2
 
Level 3
 
Total
 
(In thousands)
Assets:
 
 
 
 
 
 
 
Cash equivalents(1)
$
30,943

 
$
—

 
$
—

 
$
30,943

Assets measured at fair value
$
30,943

 
$
—

 
$
—

 
$
30,943

 
 
 
 
 
 
 
 
Liabilities:
 
 
 
 
 
 
 
Derivative warrant liability (2)
$
—

 
$
16,754

 
$
—

 
$
16,754

Liabilities measured at fair value
$
—

 
$
16,754

 
$
—

 
$
16,754

 
December 31, 2012
 
Level 1
 
Level 2
 
Level 3
 
Total
 
(In thousands)
Assets:
 
 
 
 
 
 
 
Cash equivalents(1)
$
48,943

 
$
—

 
$
—

 
$
48,943

Assets measured at fair value
$
48,943

 
$
—

 
$
—

 
$
48,943

 
 
 
 
 
 
 
 
Liabilities:
 
 
 
 
 
 
 
Derivative warrant liability (2)
$
—

 
$
4,418

 
$
—

 
$
4,418

Liabilities measured at fair value
$
—

 
$
4,418

 
$
—

 
$
4,418

 
(1)
The carrying amounts approximate fair value due to the short-term maturities of the cash equivalents.
(2)
The Company uses the Black-Scholes option pricing model and assumptions that consider, among other variables, the fair value of the underlying stock, risk-free interest rate, volatility, expected life and dividend rates in estimating fair value for the warrants considered to be derivative instruments.

16

ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS AND PROJECTIONS
Various statements in this report are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements involve substantial risks and uncertainties. All statements, other than statements of historical facts, included in this report regarding our strategy, future operations, future financial position, future revenues, projected costs, prospects, plans and objectives of management are forward-looking statements. These statements are subject to risks and uncertainties and are based on information currently available to our management. Words such as, but not limited to, “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “plan,” “contemplates,” “predict,” “project,” “target,” “likely,” “potential,” “continue,” “will,” “would,” “should,” “could,” or the negative of these terms and similar expressions or words, identify forward-looking statements. The events and circumstances reflected in our forward-looking statements may not occur and actual results could differ materially from those projected in our forward-looking statements. Meaningful factors which could cause actual results to differ include, but are not limited to:
 
•
delay in or failure to obtain regulatory approval of our product candidates;
•
uncertainty as to our ability to commercialize (alone or with others), and market acceptance of, ILUVIEN in the EU;
•
our inability to successfully market and sell ILUVIEN following regulatory approval in additional markets;
•
the extent of government regulations;
•
uncertainty as to the pricing and reimbursement guidelines for ILUVIEN and our product candidates;
•
uncertainty as to the relationship between the benefits of ILUVIEN and our product candidates and the risks of their side-effect profiles;
•
dependence on third-party manufacturers to manufacture ILUVIEN and our product candidates in sufficient quantities and quality;
•
uncertainty of clinical trial results;
•
limited sales and marketing infrastructure; and
•
our ability to operate our business in compliance with the covenants and restrictions that we are subject to under our loan agreements.
All written and verbal forward-looking statements attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. We caution investors not to rely too heavily on the forward-looking statements we make or that are made on our behalf. We undertake no obligation, and specifically decline any obligation, to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise. You are advised, however, to consult any further disclosures we make on related subjects in any annual, quarterly or current reports that we may file with the Securities and Exchange Commission.
We encourage you to read the discussion and analysis of our financial condition and our unaudited interim financial statements contained in this report. We also encourage you to read Item 1A of Part II of this report entitled “Risk Factors” and Item 1A of Part I of our Annual Report on Form 10-K for the fiscal year ended December 31, 2012, which contains a more complete discussion of the risks and uncertainties associated with our business. In addition to the risks described above and in Item 1A of this report, other unknown or unpredictable factors also could affect our results. There can be no assurance that the actual results or developments anticipated by us will be realized or, even if substantially realized, that they will have the expected consequences to, or effects on, us. Therefore, no assurance can be given that the outcomes stated in such forward-looking statements and estimates will be achieved.

17
Table of Contents

Overview
Alimera Sciences, Inc., and its subsidiaries (we, Alimera or the Company), is a biopharmaceutical company that specializes in the research, development and commercialization of prescription ophthalmic pharmaceuticals. We are presently focused on diseases affecting the back of the eye, or retina, because we believe these diseases are not well treated with current therapies and represent a significant market opportunity.
Our only commercial product is ILUVIEN ® , which has received marketing authorization in Austria, the United Kingdom, Portugal, France, Germany and Spain, and has been recommended for marketing authorization in Italy, for the treatment of vision impairment associated with chronic diabetic macular edema (DME) considered insufficiently responsive to available therapies. DME is a disease of the retina that affects individuals with diabetes and can lead to severe vision loss and blindness. ILUVIEN has not been approved by the U.S. Food and Drug Administration (FDA).
We launched ILUVIEN in the United Kingdom and Germany, in April and May of 2013, respectively, and currently plan to launch ILUVIEN in France in early 2014. We are also currently pursuing reimbursement in the United Kingdom, Germany and France. In January 2013, the United Kingdom’s National Institute for Health and Care Excellence (NICE) published final guidance indicating that ILUVIEN is not cost effective for the treatment of vision impairment associated with chronic DME considered insufficiently responsive to available therapies given the cost of £5500. We submitted a simple patient access scheme (PAS) for ILUVIEN to NICE for consideration under its rapid review facility. In June 2013, the NICE Appraisal Committee issued a positive Appraisal Consultation Document (ACD) on ILUVIEN for the treatment of pseudophakic patients with chronic diabetic macular edema (DME) considered insufficiently responsive to available therapies, taking the PAS into consideration. The ACD recommends a change to the published guidance issued by NICE in January 2013. The NICE Appraisal Committee is expected to meet again in August 2013 to consider additional consultation and comment on the ACD and communicate its decision at a later date. There is no guarantee, however, that NICE will change its final guidance as a result of this latest recommendation by the Appraisal Committee. If NICE fails to change its published guidance, our business may be materially and adversely affected.
We submitted a New Drug Application (NDA) in June 2010 for ILUVIEN in the U.S. with the U.S. Food and Drug Administration (FDA) and in December 2010, we received a Complete Response Letter (CRL) from the FDA regarding our NDA. The primary concerns expressed in the CRL centered on the benefits of ILUVIEN in treating DME patients versus the risk of its side effects. Further analysis of our two completed Phase 3 pivotal clinical trials (collectively, the FAME Study) data through its final readout at month 36, demonstrated that a pre-planned subgroup of chronic DME patients demonstrated a greater benefit to risk profile than the full population dataset in our original NDA filing. We submitted our response to the CRL to the FDA in May 2011, including additional safety and efficacy data through month 36 of the FAME Study with an emphasis on the chronic DME subgroup. In November 2011, the FDA issued a second CRL to communicate that the NDA could not be approved in its then current form stating that the NDA did not provide sufficient data to support that ILUVIEN is safe and effective in the treatment of patients with DME. The FDA stated that the risks of adverse reactions shown for ILUVIEN in the FAME Study were significant and were not offset by the benefits demonstrated by ILUVIEN in these clinical trials. In its second CRL, the FDA indicated that we would need to conduct two additional clinical trials to demonstrate that ILUVIEN is safe and effective for the proposed indication. During the second quarter of 2012, we met with the FDA in an effort to gain a better understanding of the regulatory path for ILUVIEN in the U.S. Based upon this meeting, we have submitted a response to the second CRL to the FDA, which included additional analysis of the benefits and risks of ILUVIEN based upon clinical data available from the FAME Study, including special assessments of the fundus photographs. Additionally, data from an ongoing study assessing utility of the commercial injector was submitted. We received a Prescription Drug User Fee Act (PDUFA) goal date of October 17, 2013. We do not plan to conduct additional trials for DME at this time.
We commenced operations in June 2003. Since our inception we have incurred significant losses. As of June 30, 2013, we have accumulated a deficit of $261.5 million. We expect to incur substantial losses through the projected commercialization of ILUVIEN as we:
 
•
complete the registration of ILUVIEN for DME;
•
continue to execute the commercial launch of ILUVIEN in the European Union (EU);
•
continue to seek regulatory approval of ILUVIEN in the U.S. and other jurisdictions;
•
evaluate the use of ILUVIEN for the treatment of other diseases; and
•
advance the clinical development of other new product candidates either currently in our pipeline, or that we may license or acquire in the future.
As of June 30, 2013, we had approximately $31.9 million in cash and cash equivalents.

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We launched ILUVIEN in the United Kingdom and Germany, in April and May of 2013, respectively, and currently plan to launch ILUVIEN in France in early 2014. We believe that we have sufficient funds available, including amounts available under our 2013 Line of Credit, to fund our operations for the commercialization of ILUVIEN in these EU countries. We do not expect to have positive cash flow from operations until 2014, if at all. If ILUVIEN does not generate sufficient revenue, or we do not maintain compliance with covenants under our loan agreements, we may adjust our commercial plans so that we can continue to operate with our existing cash resources or seek to raise additional financing.
Our Agreement with pSivida US, Inc.
We entered into an agreement with pSivida US, Inc. (pSivida) in February 2005, which was subsequently amended and restated in March 2008, for the use of fluocinolone acetonide (FAc) in pSivida’s proprietary delivery device in February 2005. pSivida is a global drug delivery company committed to the biomedical sector and the development of drug delivery products. Our agreement with pSivida provides us with a worldwide exclusive license to develop and sell ILUVIEN, which consists of a tiny polyimide tube with membrane caps that is filled with FAc in a polyvinyl alcohol matrix for delivery to the back of the eye for the treatment and prevention of eye diseases in humans (other than uveitis). This agreement also provides us with a worldwide non-exclusive license to develop and sell pSivida’s proprietary delivery device to deliver other corticosteroids to the back of the eye for the treatment and prevention of eye diseases in humans (other than uveitis) or to treat DME by delivering a compound to the back of the eye through a direct delivery method through an incision required for a 25-gauge or larger needle. We do not have the right to develop and sell pSivida’s proprietary delivery device for indications for diseases outside of the eye or for the treatment of uveitis. Further, our agreement with pSivida permits pSivida to grant to any other party the right to use its intellectual property (i) to treat DME through an incision smaller than that required for a 25-gauge needle, unless using a corticosteroid delivered to the back of the eye, (ii) to deliver any compound outside the back of the eye unless it is to treat DME through an incision required for a 25-gauge or larger needle, or (iii) to deliver non-corticosteroids to the back of the eye, unless it is to treat DME through an incision required for a 25-gauge or larger needle.
The agreement provides that after commercialization of ILUVIEN, pSivida will be entitled to 20% of the net profits, by country, as defined in the amended and restated agreement. In connection with this arrangement we are entitled to recover 20% of commercialization costs of ILUVIEN, as defined in the agreement, incurred prior to product profitability out of pSivida’s share of net profits, by country. As of June 30, 2013 and December 31, 2012, pSivida owed us $8.0 million and $5.6 million, respectively, in commercialization costs. Due to the uncertainty of future profits from ILUVIEN, we have fully reserved these amounts in the accompanying unaudited interim financial statements.
We will owe pSivida an additional milestone payment of $25.0 million if ILUVIEN is approved by the FDA. If we were to enter into any sub-license of ILUVIEN, we must share 20% of net profits and 33% of any lump sum milestone payments received from a sub-licensee, as defined in the agreement, with pSivida.
Our Loan Agreements
2010 Term Loan
We entered into a loan and security agreement with Silicon Valley Bank (SVB) and MidCap Financial LLP (MidCap and together with SVB, the Lenders) in October 2010, which was subsequently amended in May 2011 (as amended, the 2010 Term Loan Agreement). Pursuant to the 2010 Term Loan Agreement, in October 2010 we borrowed an aggregate of $6.25 million from the Lenders (the 2010 Term Loan). The 2010 Term Loan Agreement also provided for the ability to drawdown an additional $11.0 million subject to FDA approval of the NDA for ILUVIEN by December 31, 2011, which was not obtained.
In August 2011, we began repaying the outstanding principal under the 2010 Term Loan in 33 equal monthly installments plus interest at a rate of 11.5%. At maturity, we were also required to make an additional interest payment equal to 4% of the total amount borrowed. We paid to the Lenders an upfront fee of $62,500 upon execution of the 2010 Term Loan Agreement and an additional fee of $50,000 in connection with the May 2011 amendment. In accordance with the Financial Accounting Standards Board (FASB) Accounting Standard Codification (ASC) 470-50-40-17, Debt - Modifications and Extinguishments (ASC 470-50-40-17), we were amortizing the deferred financing costs on the 2010 Term Loan and the $50,000 modification fee over the remaining term of the 2010 Term Loan, as modified.
In October 2010, in connection with entering into the 2010 Term Loan, we issued SVB a warrant to purchase up to 15,909 shares of our common stock and MidCap a warrant to purchase up to 23,864 shares of our common stock. Each of the warrants were exercisable upon issuance, had a per-share exercise price of $11.00 and a term of 10 years. We estimated the fair value of warrants granted using the Black-Scholes option pricing model to be $389,000. We allocated a portion of the proceeds from the 2010 Term Loan to the warrants in accordance with ASC 470-20-25-2, Debt Instruments with Detachable Warrants . As a result, we recorded a discount of $366,000 which was amortized to interest expense using the effective interest method. The Lenders were also issued warrants to purchase up to an aggregate of 69,999 additional shares of our common stock, which
were exercisable only upon the drawdown of the additional $11 million subject to FDA approval of the NDA for ILUVIEN by December 31, 2011, which was not obtained. In May 2013, we repaid all amounts owed to the Lenders under the 2010 Term Loan, including the final interest payment equal to 4% of the total amount borrowed, and a 1.0% prepayment penalty on the then outstanding principal owed to MidCap. In connection with the repayment of the 2010 Term Loan, we recognized a loss on early extinguishment of debt of $154,000 associated with the remaining unamortized deferred financing costs, unamortized discount associated with the Lenders' warrants, the final interest payment, the prepayment penalty and a lender fee and warrants associated with a new term loan.
2010 Revolving Loan Agreement
In October 2010, we entered into a loan and security agreement with SVB, which was subsequently amended in May 2011 (as amended, the 2010 Revolving Loan Agreement), pursuant to which we obtained a secured revolving line of credit from SVB against eligible U.S. domestic accounts receivable with borrowing availability up to $20.0 million. Upon entering into the 2010 Revolving Loan Agreement, we paid to SVB an upfront fee of $100,000. As of December 31, 2012, no amounts under the 2010 Revolving Loan Agreement were outstanding or available to us. In May 2013, we terminated the 2010 Revolving Loan Agreement.
2013 Loan Agreement
On May 7, 2013, Alimera Sciences Limited (Limited), our subsidiary, entered into a loan and security agreement (2013 Loan Agreement) with SVB to provide Limited with additional working capital for general corporate purposes. Under the 2013 Loan Agreement, SVB has made a term loan (2013 Term Loan) in the principal amount of $5.0 million to Limited and has agreed to provide up to an additional $15.0 million to Limited under a working capital line of credit (2013 Line of Credit). No advances were made at closing under the 2013 Line of Credit.
The 2013 Term Loan provides for interest only payments for six months followed by 36 monthly payments of interest, plus principal. Interest on outstanding borrowings under the 2013 Term Loan is payable at the rate of 7.50%. Borrowings under the 2013 Line of Credit will be advanced at 80% of eligible accounts receivable as defined in the 2013 Loan Agreement. Interest is payable on the balance of eligible accounts financed at the rate of 2.75% above SVB's most recently announced “prime rate.” Limited is also required to pay SVB on a monthly basis an unused line fee equal to 0.25% per annum of the average unused portion of the 2013 Line of Credit during the preceding month. The maturity dates are June 30, 2015 with respect to the 2013 Line of Credit and October 31, 2016 with respect to the 2013 Term Loan.
In connection with entering into the 2013 Loan Agreement, Limited paid SVB a facility fee of $25,000. Additionally, we re-priced warrants to purchase an aggregate of up to 31,818 shares of our common stock previously issued to SVB in connection with the 2010 Term Loan; 15,909 of which were previously exercisable only upon the drawdown of the additional $11.0 million of the 2010 Term Loan subject to FDA approval of the NDA for ILUVIEN by December 31, 2011. Upon re-pricing, each of the warrants was exercisable immediately at a per-share exercise price of $2.86 and had a remaining term of 7.4 years. We estimated the incremental fair value received by SVB using the Black-Scholes option pricing model to be $46,000. In accordance with ASC 470-50-40-17, we classified the repayment of the 2010 Term Loan as an extinguishment of debt and expensed the facility fee and incremental value of the warrants associated with the 2013 Term Loan as part of a loss on early extinguishment of the 2010 Term Loan. Warrants to purchase up to an aggregate of 54,090 additional shares of our common stock, which were exercisable only upon the drawdown of the additional $11.0 million of the 2010 Term Loan subject to FDA approval of the NDA for ILUVIEN by December 31, 2011, which was not obtained, remain outstanding.
In connection with the 2013 Line of Credit, Limited paid commitment fee of $100,000. In accordance with ASC 470-50-40-17, the Company capitalized the commitment fee and $49,000 of deferred financing costs remaining on the 2010 Revolving Loan Agreement as deferred financing costs, which are being amortized over the remaining term of the 2013 Line of Credit.
If Limited repays the 2013 Term Loan prior to October 31, 2016, it will pay to SVB a prepayment penalty of 3% of the total principal amount if the prepayment occurs within one year after the funding date and 2% of the total principal amount if the prepayment occurs between one and two years after the funding date , provided in each case that such prepayment penalty will be reduced by 50% in the event of an acquisition of Limited (either alone, or in connection with the acquisition of us or any of our subsidiaries). In addition, if Limited terminates the 2013 Line of Credit prior to June 30, 2015, it will pay to SVB a fee of $112,500, which termination fee will be reduced by 50% in the event of an acquisition described above.
Limited also agreed to customary affirmative and negative covenants and events of default in connection with these arrangements. Further, we, on a consolidated basis with our subsidiaries, must maintain a minimum “adjusted quick ratio,” tested as of the last day of each month, of at least 1.5:1.0. The adjusted quick ratio is the ratio of (x) our consolidated, unrestricted and unencumbered cash plus net billed trade accounts receivable to (y) our current liabilities (including all obligations owed to SVB) minus the current portion of deferred revenue. The occurrence of an event of default could result in

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the acceleration of Limited's obligations under the 2013 Loan Agreement and an increase to the applicable interest rate, and would permit SVB to exercise remedies with respect to the collateral under the 2013 Loan Agreement, including foreclosure on our intellectual property. As of June 30, 2013, we, on a consolidated basis with our subsidiaries, were in material compliance with all of the covenants of the 2013 Term Loan and 2013 Line of Credit.
Limited's obligations to SVB are secured by a first priority security interest in substantially all of Limited's assets. We and certain of our subsidiaries are guarantors of the obligations of Limited to SVB under the 2013 Loan Agreement pursuant to separate guaranty agreements. Pursuant to the guaranties, we and these subsidiaries granted SVB a first priority security interest in substantially all of our respective assets.
The weighted average interest rates of our notes payable approximate the rate at which we could obtain alternative financing; therefore, the carrying amount of the notes approximated their fair value at December 31, 2012 and June 30, 2013.
Financial Operations Overview
Revenue
We began generating revenue from ILUVIEN in the second quarter of 2013, but do not expect positive cash flow from operations until 2014, if at all. In addition to generating revenue from product sales, we intend to seek to generate revenue from other sources such as upfront fees, milestone payments in connection with collaborative or strategic relationships, and royalties resulting from the licensing of our product candidates and other intellectual property. We expect any revenue we generate will fluctuate from quarter to quarter as a result of the nature, timing and amount of any milestone payments we may receive from potential collaborative and strategic relationships, as well as revenue we may receive upon the sale of our products to the extent any are successfully commercialized.
Research and Development Expenses
Substantially all of our research and development expenses incurred to date related to our continuing operations have been related to the development of ILUVIEN. In the event the FDA approves our NDA for ILUVIEN, we will owe an additional milestone payment of $25.0 million to pSivida. We anticipate that we will incur additional research and development expenses in the future as we evaluate and possibly pursue the regulatory approval of ILUVIEN in additional jurisdictions, the development of ILUVIEN for additional indications, or develop additional product candidates. We recognize research and development expenses as they are incurred. Our research and development expenses consist primarily of:
 
•
salaries and related expenses for personnel;
•
fees paid to consultants and contract research organizations (CRO) in conjunction with independently monitoring clinical trials and acquiring and evaluating data in conjunction with clinical trials, including all related fees such as investigator grants, patient screening, lab work and data compilation and statistical analysis;
•
costs incurred with third parties related to the establishment of a commercially viable manufacturing process for our product candidates;
•
costs related to production of clinical materials, including fees paid to contract manufacturers;
•
costs related to upfront and milestone payments under in-licensing agreements;
•
costs related to compliance with FDA, EU or other regulatory requirements;
•
consulting fees paid to third-parties involved in research and development activities; and
•
costs related to stock options or other stock-based compensation granted to personnel in development functions.
We expense both internal and external development costs as they are incurred.
We expect that a large percentage of our research and development expenses in the future will be incurred in support of our current and future technical, preclinical and clinical development programs. These expenditures are subject to numerous uncertainties in terms of both their timing and total cost to completion. We expect to continue to develop stable formulations of our product candidates, test such formulations in preclinical studies for toxicology, safety and efficacy and to conduct clinical trials for each product candidate. We anticipate funding clinical trials ourselves, but we may engage collaboration partners at certain stages of clinical development. As we obtain results from clinical trials, we may elect to discontinue or delay clinical trials for certain product candidates or programs in order to focus our resources on more promising product candidates or programs. Completion of clinical trials by us or our future collaborators may take several years or more, the length of time generally varying with the type, complexity, novelty and intended use of a product candidate. The costs of clinical trials may vary significantly over the life of a project owing to but not limited to the following:
 

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•
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 CROs that conduct and manage clinical trials on our behalf. The financial terms of these agreements are subject to negotiation and vary from contract to contract and may result in uneven payment flows. Generally, these agreements set forth the scope of work to be performed at a fixed fee or unit price. Payments under the contracts depend on factors such as the successful enrollment of patients or the completion of clinical trial milestones. Expenses related to clinical trials generally are accrued based on contracted amounts applied to the level of patient enrollment and activity according to the protocol. If timelines or contracts are modified based upon changes in the clinical trial protocol or scope of work to be performed, we modify our estimates of accrued expenses accordingly on a prospective basis.
Our only commercial product is ILUVIEN, which has received marketing authorization in the United Kingdom, Austria, France, Germany, Portugal and Spain, and has been recommended for marketing authorization in Italy, for the treatment of vision impairment associated with chronic DME considered insufficiently responsive to available therapies. ILUVIEN was commercially launched in the United Kingdom and Germany in April and May of 2013, respectively. ILUVIEN has not been approved in the U.S. by the FDA or in any jurisdiction other than as set forth above. In order to grant marketing approval, a health authority such as the FDA or foreign regulatory agencies must conclude that clinical and preclinical data establish the safety and efficacy of our product candidates with an appropriate benefit to risk profile relevant to a particular indication, and that the product can be manufactured under current Good Manufacturing Practice (cGMP) in a reproducible manner to deliver the product’s intended performance in terms of its stability, quality, purity and potency. Until our submissions are reviewed by health authorities, there is no way to predict the outcome of their review. Even if the clinical studies meet their predetermined primary endpoints, and a registration dossier is accepted for filing, a health authority could still determine that an appropriate benefit to risk relationship does not exist for the indication that we are seeking. We cannot forecast with any degree of certainty which of our product candidates will be subject to future collaborations or how such 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, information technology and human resources. Other significant costs include facilities costs and professional fees for accounting and legal services, including legal services associated with obtaining and maintaining patents. We expect to continue to incur significant costs to comply with the corporate governance, internal control and similar requirements applicable to public companies.
Sales and Marketing Expenses
Sales and marketing expenses consist primarily of professional fees and compensation for employees for the assessment of the commercial opportunity of, the development of market awareness for, the pursuit of market reimbursement and the execution of launch plans for ILUVIEN. Other costs include professional fees associated with developing plans for our product candidates and maintaining public relations.
We expect significant increases in our marketing and selling expenses as we execute the commercialization of ILUVIEN in the EU. We launched ILUVIEN in the United Kingdom and Germany, in the second quarter of 2013, and currently plan to launch ILUVIEN in France in early 2014. We have hired an Alimera European management team and, through outsourced third party providers, are developing a commercial infrastructure of approximately thirty people, in the United Kingdom, Germany and France, in management and the field combined including sales representatives, market access personnel and medical science liaisons.
In November 2012, we entered into an agreement with Quintiles Commercial Europe Limited. Under the Agreement, Quintiles Commercial Europe Limited and its affiliates (collectively, Quintiles Commercial) will provide certain services to us in relation to the commercialization of ILUVIEN, in certain countries in Europe under subsequent project orders. Such services

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may include marketing, brand management, sales promotion and detailing, market access, pricing and reimbursement support, regulatory, medical science liaison and communications and/or other advisory services. Currently we have entered into seven project orders with Quintiles Commercial for the provision of sales, marketing, management, market access and medical science personnel in Germany, the United Kingdom and France. Under these project orders Quintiles Commercial employed 21 persons fully dedicated to Alimera as of June 30, 2013 and expects this number to grow to 30 by December 2013. Quintiles Commercial also employed 6 persons partially dedicated to Alimera in Germany, the United Kingdom and France as of June 30, 2013. In accordance with the terms of these project orders, we will incur approximately $27.1 million in costs with Quintiles Commercial through 2015. During the three and six month periods ended June 30, 2013, we incurred $2.4 million and $4.1 million of expense associated with this agreement, respectively. At June 30, 2013, $1.1 million is included in outsourced services payable and $1.7 million is included in prepaid expenses and other current assets in our accompanying interim financial statements in association with these project orders.
Interest Expense
Interest expense consists primarily of interest and amortization of deferred financing costs and debt discounts associated with our 2010 Term Loan and 2013 Term Loan.
Change in Fair Value of Derivative Warrant Liability
Warrants to purchase our Series A Convertible Preferred Stock or common stock that do not meet the requirements for classification as equity, in accordance with the Derivatives and Hedging Topic of the Financial Accounting Standards Board Accounting Standards Codification, are classified as liabilities. We record these derivative financial instruments as liabilities in our balance sheet measured at their fair value. We record the changes in fair value of such instruments as non-cash gains or losses in the consolidated statements of operations.
Basic and Diluted Net Loss Applicable to Common Stockholders per Common Share
We calculated net loss per share in accordance with ASC 260, Earning Per Share . We had a net loss for all periods presented. 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 18,862,424 and 1,138,317 for the six months ended June 30, 2013 and 2012, respectively, and 17,591,394 and 877,464 for the six months ended June 30, 2013 and 2012, respectively. Potentially dilutive common stock equivalents were excluded from the diluted earnings per share denominator for all periods of net loss because of their anti-dilutive effect. Therefore, for the three and six months ended June 30, 2013 and 2012, the weighted average shares used to calculate both basic and diluted loss per share are the same.
Critical Accounting Policies and Estimates
Our discussion and analysis of our financial condition and results of operations are based on our interim financial statements which have been prepared in accordance with accounting principles generally accepted in the U.S. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses. On an ongoing basis, we evaluate these estimates and judgments, including those described below. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. These estimates and assumptions form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results and experiences may differ materially from these estimates. We believe that the following accounting policies are the most critical to aid you in fully understanding and evaluating our reported financial results and affect the more significant judgments and estimates that we use in the preparation of our interim financial statements.
Clinical Trial Prepaid and Accrued Expenses
We record prepaid assets and accrued liabilities related to clinical trials associated with CROs, clinical trial investigators and other vendors based upon amounts paid and the estimated amount of work completed on each clinical trial. The financial terms of agreements vary from vendor to vendor and may result in uneven payment flows. As such, if we have advanced funds exceeding our estimate of the work completed, we record a prepaid asset. If our estimate of the work completed exceeds the amount paid, an accrued liability is recorded. All such costs are charged to research and development expenses based on these estimates. Our estimates may or may not match the actual services performed by the organizations as determined by patient enrollment levels and related activities. We monitor patient enrollment levels and related activities to the extent possible through internal reviews, correspondence and discussions with our CROs and review of contractual terms. However, if we have incomplete or inaccurate information, we may underestimate or overestimate activity levels associated with various clinical trials at a given point in time. In this event, we could record significant research and development expenses in future periods when the actual level of activities becomes known. To date, we have not experienced material changes in these estimates.

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Additionally, we do not expect material adjustments to research and development expenses to result from changes in the nature and level of clinical trial activity and related expenses that are currently subject to estimation. In the future, as we expand our clinical trial activities, we expect to have increased levels of research and development costs that will be subject to estimation.

Research and Development Costs
Research and development expenditures are expensed as incurred, pursuant to ASC 730, Research and Development . Costs to license technology to be used in our research and development that have not reached technological feasibility, defined as FDA approval for our current product candidates, and have no alternative future use are expensed when incurred. Payments to licensors that relate to the achievement of preapproval development milestones are recorded as research and development expense when incurred.
Stock-Based Compensation
We have stock option plans which provide for grants of stock options to employees, directors and consultants or other service providers to purchase shares of our common stock at exercise prices generally equal to the fair values of such stock at the dates of grant. Compensation cost is recognized for all stock-based awards based on the grant date fair value in accordance with the provisions of ASC 718, Compensation — Stock Compensation . We recognize the grant date fair value as compensation cost of employee stock-based awards using the straight-line method over the actual vesting period, adjusted for our estimates of forfeiture. Typically, we grant stock options with a requisite service period of four years from the grant date. We have elected to use the Black-Scholes option pricing model to determine the fair value of stock-based awards.
We concluded that this was the most appropriate method by which to value our share-based payment arrangements, but if any share-based payment instruments should be granted for which the Black-Scholes method does not meet the measurement objective as stated within ASC 718, we will utilize a more appropriate method for valuing that instrument. However, we do not believe that any instruments granted to date and accounted for under ASC 718 would require a method other than the Black-Scholes method.
Our determination of the fair market value of share-based payment awards on the grant date using option valuation models requires the input of highly subjective assumptions, including the expected price volatility and option life. For the calculation of expected volatility, because we lack significant company-specific historical and implied volatility information, we estimate our volatility by utilizing an average of volatilities of publicly traded companies, including our own, deemed similar to us in terms of product composition, stage of lifecycle, capitalization and scope of operations. We intend to continue to consistently apply this process using this same index until a sufficient amount of historical information regarding the volatility of our own share price becomes available.
To estimate the expected term, we utilize the “simplified” method for “plain vanilla” options as discussed within the Securities and Exchange Commission’s (SEC) Statement of Accounting Bulletin (SAB) 107. We believe that all factors listed within SAB 107 as pre-requisites for utilizing the simplified method are true for us and for our share-based payment arrangements. We intend to utilize the simplified method for the foreseeable future until more detailed information about exercise behavior will be more widely available.
Total stock-based compensation expense related to all our stock option awards for the three and six months ended June 30, 2013 and 2012, respectively, was comprised of the following: 
 
Three Months Ended
June 30,
 
Six Months Ended
June 30,
 
2013
 
2012
 
2013
 
2012
 
(in thousands)
Sales and marketing
$
94

 
$
57

 
$
183

 
$
115

Research and development
95

 
90

 
189

 
185

General and administrative
258

 
306

 
604

 
494

Total employee stock option-based compensation expense
$
447

 
$
453

 
$
976

 
$
794


Restricted Stock Units
In February 2012, we awarded 85,437 restricted stock units (RSUs), to our executive officers and employees at a grant date fair value of $1.70 per RSU. A RSU is a stock award that entitles the holder to receive shares of our common stock as the award vests. The fair value of the RSUs was determined on the date of grant based on the closing price of our common stock on the date of grant, which equals the RSU’s intrinsic value. The RSUs would vest upon the receipt of marketing approval of ILUVIEN in four of the seven EU countries in which ILUVIEN was recommended for marketing authorization. During 2012,

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the vesting requirements were met and, as a result, the RSUs became fully vested. During the three and six months ended June 30, 2012, we recognized $109,000 in compensation expense in connection with the RSUs. We did not recognize any compensation expense during the three and six month periods ended June 30, 2013 in connection with the RSUs.
Income Taxes
We recognize deferred tax assets and liabilities for temporary differences between the financial reporting basis and the tax basis of our assets and liabilities in accordance with ASC 740, Income Taxes . We evaluate the positive and negative evidence bearing upon the realizability of our deferred tax assets on an annual basis. Significant management judgment is involved in determining the provision for income taxes, deferred tax assets and liabilities, and any valuation allowance recorded against net deferred tax assets. Due to uncertainties with respect to the realization of our deferred tax assets due to our history of operating losses, a valuation allowance has been established against our deferred tax asset balances to reduce the net carrying value to an amount that is more likely than not to be realized. As a result we have fully reserved against the deferred tax asset balances. The valuation allowances are based on our estimates of taxable income in the jurisdictions in which we operate and the period over which deferred tax assets will be recoverable. In the event that actual results differ from these estimates or we adjust these estimates in future periods, a change in the valuation allowance may be needed, which could materially impact our financial position and results of operations. Our deferred tax assets primarily consist of net operating loss (NOL) carry-forwards. If it is determined that significant ownership changes have occurred since these NOLs were generated, we may be subject to annual limitations on the use of these NOLs under Internal Revenue Code (IRC) Section 382 (or comparable provisions of state law). The issuance of the Series A Convertible Preferred Stock on October 2, 2012 constituted such a change in ownership. As a result of this change in ownership, we performed a formal analysis in connection with IRC Section 382 and determined that approximately $13.7 million of our NOLs generated prior to the change in ownership could not be utilized in the future. Our remaining NOLs remain subject to future limitation under IRC Section 382. Because our deferred tax assets were fully reserved, there was no impact on our financial statements.
In the event that we were to determine that we are able to realize any of our net deferred tax assets in the future, an adjustment to the valuation allowance would increase net income in the period such determination was made. We believe that the most significant uncertainty that will impact the determination of our valuation allowance will be our estimation of the extent and timing of future net income, if any.
We considered our income tax positions for uncertainty in accordance with ASC 740. We believe our income tax filing positions and deductions are more likely than not of being sustained on audit and do not anticipate any adjustments that will result in a material change to our financial position; therefore, we have not recorded ASC 740 liabilities. We recognize accrued interest and penalties related to unrecognized tax benefits as interest expense and income tax expense, respectively, in our statements of operations. Our tax years since 2003 remain subject to examination in Georgia, Tennessee, and on the federal level. We do not anticipate any material changes to our uncertain tax positions within the next 12 months.

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Results of Operations
The following selected unaudited financial and operating data are derived from our financial statements and should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our financial statements.

 
Three Months Ended
June 30,
 
Six Months Ended
June 30,
 
2013
 
2012
 
2013
 
2012
 
(In thousands)
REVENUE
$
179

 
$
—

 
$
179

 
$
—

COST OF GOODS SOLD
(11
)
 
—

 
(11
)
 
—

GROSS MARGIN
168

 
—

 
168

 
—

 
 
 
 
 
 
 
 
RESEARCH AND DEVELOPMENT EXPENSES
2,180

 
1,856

 
4,203

 
3,437

GENERAL AND ADMINISTRATIVE EXPENSES
2,429

 
1,548

 
5,099

 
2,982

SALES AND MARKETING EXPENSES
4,898

 
1,088

 
8,461

 
2,201

OPERATING EXPENSES
9,507

 
4,492

 
17,763

 
8,620

 
 
 
 
 
 
 
 
INTEREST EXPENSE AND OTHER
(129
)
 
(210
)
 
(263
)
 
(443
)
CHANGE IN FAIR VALUE OF DERIVATIVE WARRANT LIABILITY
(6,742
)
 
—

 
(12,336
)
 
—

LOSS ON EARLY EXTINGUISHMENT OF DEBT
(166
)
 
—

 
(166
)
 
—

NET LOSS
$
(16,376
)
 
$
(4,702
)
 
$
(30,360
)
 
$
(9,063
)

Three months ended June 30, 2013 compared to the three months ended June 30, 2012
Revenue. Revenue of approximately $180,000 was recognized for the three months ended June 30, 2013 in connection with the launch of ILUVIEN in Germany and the United Kingdom in the second quarter of 2013. No revenue was recognized during the three months ended June 30, 2012.
Research and development expenses . Research and development expenses increased by approximately $300,000, or 16%, to approximately $2.2 million for the three months ended June 30, 2013 compared to approximately $1.9 million for the three months ended June 30, 2012. The increase was primarily attributable to increases of approximately $310,000 in costs associated with expanding the manufacturing capabilities for the ILUVIEN inserter to commercial scale in the first half of 2013, $240,000 in costs associated with contracting medical science liaisons to engage with retina specialists in the study of ILUVIEN in Germany, the United Kingdom and France, and $100,000 in regulatory consultants engaged to assist with labeling, compliance and maintenance of our marketing authorizations, offset by a decrease of approximately $300,000 in costs related to a consultant engaged to assist with the continued pursuit of approval of ILUVIEN in the U.S.
General and administrative expenses. General and administrative expenses increased by approximately $900,000 or 60%, to approximately $2.4 million for the three months ended June 30, 2013 compared to approximately $1.5 million for the three months ended June 30, 2012. The increase was primarily attributable to increases of approximately$280,000 associated with the hiring of a new managing director of Europe, executive director of finance and other personnel in the first quarter of 2013 to support the EU launch of ILUVIEN, $100,000 in professional fees associated with the establishment of our infrastructure and tax planning for our expansion in Europe, and the registration of common stock underlying our Series A Convertible Preferred Stock issued in October 2012, $90,000 in costs associated with our third party logistics provider to support the commercialization of ILUVIEN in Europe, and $90,000 for new offices in Germany and the United Kingdom.
Sales and Marketing expenses. Marketing expenses increased by approximately $3.8 million or 345%, to approximately $4.9 million for the three months ended June 30, 2013 compared to approximately $1.1 million for the three months ended June 30, 2012. The increase was primarily attributable to increases of approximately $2.2 million in costs associated with contracting with Quintiles Commercial for marketing, brand management, sales promotion and detailing, market access, pricing and reimbursement support, and communications and/or other advisory services in the EU beginning in the fourth quarter of 2012, $1.1 million in advertising and promotion in connection with the commercial launch of ILUVIEN in Germany

25
Table of Contents

and the United Kingdom in the second quarter of 2013, $220,000 associated with the hiring of new marketing and medical marketing directors in the fourth quarter of 2012 and a market access director in the first quarter of 2013 to support the EU launch of ILUVIEN and $160,000 to pursue pricing and reimbursement for ILUVIEN in the seven countries in which it has received or been recommended for marketing authorization.
Interest expense and other . Interest expense decreased by approximately $80,000, or 38%, to approximately $130,000 for the three months ended June 30, 2013 compared to approximately $210,000 for the three months ended June 30, 2012. Interest expense for the three months ended June 30, 2012 was incurred in connection with our 2010 Term Loan. Interest expense for the three months ended June 30, 2013 was incurred in connection with our 2013 Term Loan.The decrease was primarily attributable to the lower interest rate on the 2013 Term Loan in comparison to the 2010 Term Loan.
Change in fair value of derivative warrant liability. An increase in the fair value of our derivative warrant liability resulted in non-cash expense of approximately $6.7 million for the three months ended June 30, 2013. The increased value of the derivative warrant liability was primarily due to an increase in the fair market value of our underlying common stock since December 31, 2012.
Six months ended June 30, 2013 compared to the six months ended June 30, 2012
Revenue. Revenue of approximately $180,000 was recognized for the six months ended June 30, 2013 in connection with the launch of ILUVIEN in Germany and the United Kingdom in the second quarter of 2013. No revenue was recognized during the six months ended June 30, 2012.
Research and development expenses . Research and development expenses increased by approximately $800,000, or 24%, to approximately $4.2 million for the six months ended June 30, 2013 compared to approximately $3.4 million for the six months ended June 30, 2012. The increase was primarily attributable to increases of approximately $500,000 in costs associated with contracting medical science liaisons to engage with retina specialists in the study of ILUVIEN in Germany, the United Kingdom and France, approximately $420,000 in costs associated with expanding the manufacturing capabilities for the ILUVIEN inserter to commercial scale in the first half of 2013, and approximately $120,000 in regulatory consultants engaged to assist with labeling, compliance and maintenance of our marketing authorizations, offset by a decrease of approximately $230,000 in costs related to a consultant engaged to assist with the continued pursuit of approval of ILUVIEN in the U.S.
General and administrative expenses. General and administrative expenses increased by approximately $2.1 million or 70%, to approximately $5.1 million for the six months ended June 30, 2013 compared to approximately $3.0 million for the six months ended June 30, 2012. The increase was primarily attributable to increases of approximately $590,000 in professional fees associated with the establishment of our infrastructure and tax planning for our expansion in Europe, and the registration of common stock underlying our Series A Convertible Preferred Stock issued in October 2012, $510,000 associated with the hiring of a new managing director of Europe, executive director of finance and other personnel in the first quarter of 2013, $200,000 in costs associated with our third party logistics provider to support the commercialization of ILUVIEN in Europe and $160,000 for new offices in Germany and the United Kingdom.
Sales and Marketing expenses. Marketing expenses increased by approximately $6.3 million or 286%, to approximately $8.5 million for the six months ended June 30, 2013 compared to approximately $2.2 million for the six months ended June 30, 2012. The increase was primarily attributable to increases of approximately $3.4 million in costs associated with contracting with Quintiles Commercial for marketing, brand management, sales promotion and detailing, market access, pricing and reimbursement support, and communications and/or other advisory services in the EU beginning in the fourth quarter of 2012, $2.0 million in advertising and promotion in connection with the commercial launch of ILUVIEN in Germany and the United Kingdom in the second quarter of 2013, $390,000 associated with the hiring of new marketing and medical marketing directors in the fourth quarter of 2012 and a market access director in the first quarter of 2013 to support the EU launch of ILUVIEN and $90,000 to pursue pricing and reimbursement for ILUVIEN in the seven countries in which it has received or been recommended for marketing authorization.
Interest expense and other . Interest expense decreased by approximately $180,000 or 41%, to approximately $260,000 for the six months ended June 30, 2013 compared to approximately $440,000 for the six months ended June 30, 2012. Interest expense for the six months ended June 30, 2012 was incurred in connection with our 2010 Term Loan. Interest expense for the six months ended June 30, 2013 was incurred in connection with our 2010 Term Loan and our 2013 Term Loan. The decrease was primarily attributable to lower principal balances with on the 2010 Term Loan due to amortization payments which began in August 2011, and the lower interest rate on the 2013 Term Loan in comparison to the 2010 Term Loan.
Change in fair value of derivative warrant liability. An increase in the fair value of our derivative warrant liability resulted in non-cash expense of approximately $12.3 million for the six months ended June 30, 2013. The increased value of the derivative warrant liability was primarily due to an increase in the fair market value of our underlying common stock since December 31, 2012.

26
Table of Contents

Liquidity and Capital Resources
To date we have incurred recurring losses, negative cash flow from operations, and have accumulated a deficit of $261.5 million from our inception through June 30, 2013. Prior to our IPO in April 2010, we funded our operations through the private placement of common stock, preferred stock, preferred stock warrants 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 June 30, 2013, we had approximately $31.9 million in cash and cash equivalents. We launched ILUVIEN in the United Kingdom and Germany, in the second quarter of 2013, respectively, and currently plan to launch ILUVIEN in France in early 2014. We believe that we have sufficient funds available, including amounts available under our 2013 Revolving Loan Agreement, to fund our operations for the commercialization of ILUVIEN in these EU countries. We do not expect to have positive cash flow from operations until 2014, if at all. The commercialization of ILUVIEN is dependent upon numerous factors and we cannot be sure that future sales of ILUVIEN will generate enough revenue to fund our operations beyond the initial commercialization. Due to the uncertainty around the market acceptance of ILUVIEN following its commercial launch, management cannot be certain that we will not need additional funds for its commercialization. If ILUVIEN does not generate sufficient revenue, or we do not maintain compliance with covenants under its loan agreements, we may adjust our commercial plans so that we can continue to operate with our existing cash resources or seek to raise additional financing.
In the event additional financing is needed or desired, we may seek to fund our operations through the sale of equity securities, strategic collaboration agreements and debt financing. We cannot be sure that additional financing from any of these sources will be available when needed or that, if available, the additional financing will be obtained on terms favorable to us or our stockholders especially in light of the current difficult financial environment. If we raise additional funds by issuing equity securities, substantial dilution to existing stockholders would likely result and the terms of any new equity securities may have a preference over our common stock. If we attempt to raise additional funds through strategic collaboration agreements and debt financing, we may not be successful in obtaining collaboration agreements, or in receiving milestone or royalty payments under those agreements, or the terms of the debt may involve significant cash payment obligations as well as covenants and specific financial ratios that may restrict our ability to commercialize our product candidates or operate our business.
For the six months ended June 30, 2013, cash used in our operations of $19.1 million was primarily due to our net loss of $30.4 million decreased by a non-cash loss of $12.3 million for a change in derivative warrant liability and by non-cash stock-based compensation and other expense of $990,000. Further increasing our cash used in operations were net increases in accounts receivable, inventory, prepaid expenses and other current assets of $2.4 million, offset by an increase in accounts payable, accrued expenses and other current liabilities of $230,000. Accounts receivable, inventory, prepaid expenses and other current assets increased primarily due to a $1.1 million increase in ILUVIEN inventory, $340,000 in credits receivable from Quintiles Commercial for excess billings during the second quarter of 2013, $190,000 of prepaid insurance and $120,000 in amounts receivable from our customers.
For the six months ended June 30, 2012, cash used in our operations of $10.1 million was primarily due to our net loss of $9.1 million offset by non-cash stock-based compensation and other expense of $920,000. Further increasing our cash used in operations was a decrease in accounts payable, accrued expenses and other current liabilities of $1.7 million, and increases in prepaid expenses and other current assets and inventory of $450,000. The change in accounts payable, accrued expenses and other current liabilities was primarily due to decreases of approximately $540,000 paid to the administrator of our U.S. reimbursement and patient assistance programs for a termination payment and final billing due to the suspension of our commercialization of ILUVIEN in the U.S., $530,000 in amounts payable to our CROs, $220,000 in amounts payable to the investigators of our clinical studies, $210,000 in severance payments associated with our fourth quarter 2011 reduction in force and $110,000 in amounts payable to vendors performing pharmaco-economic studies to evaluate the pricing of ILUVIEN in the EU. The increases in prepaid expenses and other current assets and inventory were primarily due to increases of approximately $210,000 for inventory comprised of components for the ILUVIEN inserter and $200,000 for prepaid insurance.
For the six months ended June 30, 2013, net cash used by our investing activities was approximately $380,000, which was due to the purchase of back up manufacturing equipment for ILUVIEN.
For the six months ended June 30, 2012, net cash provided by our investing activities was approximately $490,000, which was primarily due to the maturities of investments.
For the six months ended June 30, 2013, net cash provided by our financing activities was approximately $1.8 million, which was primarily due to proceeds from the 2013 Term Loan of $5.0 million offset by the use of approximately $3.1 million to repay the 2010 Term Loan.
For the six months ended June 30, 2012, net cash used in our financing activities was $1.2 million, which was primarily due to payments of principal on our notes payable to SVB and MidCap.

27
Table of Contents

Contractual Obligations and Commitments
In connection with our efforts to obtain the approval of ILUVIEN from the FDA, in February 2012, we engaged a consultant for services related to the continued pursuit of approval of ILUVIEN in the U.S. We recorded charges pertaining to consulting fees related to our agreement with this consultant of $450,000 and $750,000 during the three months ended June 30, 2013 and 2012, respectively, and $900,000 and $1.1 million during the six months ended June 30, 2013 and 2012, respectively. We expect to record an additional $375,000 in charges in connection with this agreement through December 31, 2013. In addition, we have agreed to pay the consultant $2.0 million, if, and only if, the FDA approves our NDA for ILUVIEN.
In November 2012, we entered into an agreement with Quintiles Commercial Europe Limited. Under the agreement, Quintiles Commercial Europe Limited and its affiliates (collectively, Quintiles Commercial) will provide certain services to us in connection with the commercialization of ILUVIEN in certain countries in Europe under subsequent project orders. Such services may include marketing, brand management, sales promotion and detailing, market access, pricing and reimbursement support, regulatory, medical science liaison and communications and/or other advisory services. Currently, we have entered into seven project orders with Quintiles Commercial for the provision of services in Germany, the United Kingdom and France. Under the existing project orders, we will incur approximately $27.2 million in costs with Quintiles Commercial through 2015. During the three and six month periods ended June 30, 2013 we recorded charges of $2.4 million and $4.1 million, respectively, in connection with this agreement. At June 30, 2013, $1.1 million is included in outsourced services payable and $1.7 million is included in prepaid expenses and other current assets.
There have been no other material changes to our contractual obligations and commitments outside the ordinary course of business from those disclosed in our Annual Report on Form 10-K for the year ended December 31, 2012, filed with the SEC on March 28, 2013.
Off-Balance Sheet Arrangements
We do not have any relationships with unconsolidated entities or financial partnerships, such as entities often referred to as structured finance or special purpose entities, that would have been established for the purpose of facilitating off-balance sheet arrangements (as that term is defined in Item 303(a)(4)(ii) of Regulation S-K) or other contractually narrow or limited purposes. As such, we are not exposed to any financing, liquidity, market or credit risk that could arise if we had engaged in those types of relationships. We enter into guarantees in the ordinary course of business related to the guarantee of our own performance and the performance of our subsidiaries.
New Accounting Pronouncements
From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board, or FASB, or other standard setting bodies that are adopted by us as of the specified effective date. Unless otherwise discussed, we believe that the impact of recently issued standards that are not yet effective will not have a material impact on our financial position or results of operations upon adoption.
In March 2013, the FASB issued Accounting Standard Update (ASU) No. 2013-05: Parent's Accounting for the Cumulative Translation Adjustment upon Derecognition of Certain Subsidiaries or Groups of Assets within a Foreign Entity or of an Investment in a Foreign Entity (ASU 2013-05), which applies to the release of the cumulative translation adjustment resulting from certain events occurring in foreign subsidiaries. ASU 2013-05 is effective for fiscal years, and interim reporting periods within those years, beginning on or after December 15, 2012. The adoption of ASU 2013-05 did not have a material impact on our interim financial statements.
In February  2013, the FASB issued ASU No. 2013-02: Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income (ASU 2013-02), which adds new disclosure requirements for items reclassified out of accumulated other comprehensive income. ASU 2013-02 is effective for fiscal years, and interim reporting periods within those years, beginning on or after December 15, 2012. The adoption of ASU 2013-02 did not have a material impact on our interim financial statements.


28
Table of Contents

ITEM 3. Qualitative and Quantitative Disclosures About Market Risk
Not applicable.
ITEM 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our Chief Executive Officer and our Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of June 30, 2013. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the Exchange Act), means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on the evaluation of our disclosure controls and procedures as of June 30, 2013, our Chief Executive Officer and Chief Financial Officer concluded that, as of such date, our disclosure controls and procedures were effective at the reasonable assurance level.
Changes in Internal Control over Financial Reporting
There has been no change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the three months ended June 30, 2013 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

29
Table of Contents

PART II. OTHER INFORMATION
ITEM 1. Legal Proceedings
We are not a party to any material pending legal proceedings, and management is not aware of any contemplated proceedings by any governmental authority against us.
ITEM 1A. Risk Factors
In our Annual Report on Form 10-K for the fiscal year ended December 31, 2012, filed with the SEC on March 28, 2013, we identify under Item 1A of Part I important factors which could affect our business, financial condition, results of operations and future operations and could cause our actual results for future periods to differ materially from our anticipated results or other expectations, including those expressed in any forward-looking statements made in this Form 10-Q. There have been no material changes in our risk factors subsequent to the filing of our Form 10-K for the fiscal year ended December 31, 2012. However, the risks described in our Form 10-K are not the only risks we face. Additional risks and uncertainties that we currently deem to be immaterial or not currently known to us, as well as other risks reported from time to time in our reports to the SEC, also could cause our actual results to differ materially from our anticipated results or other expectations.
ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds
None.
ITEM 3. Defaults Upon Senior Securities
None.
ITEM 4. Mine Safety Disclosures
Not applicable.
ITEM 5. Other Information
None.

30
Table of Contents

ITEM 6. Exhibits
Exhibit  Number
  
Description
 
 
 
4.10
 
Amendment No. 1 to Warrant to Purchase Stock dated May 7, 2013 by and between Silicon Valley Bank and the Registrant
 
 
 
10.42
 
Loan and Security Agreement dated May 7, 2013 between Silicon Valley Bank and Alimera Sciences Limited
 
 
 
10.43
 
Security Agreement entered into as of May 7, 2013 by and between Silicon Valley Bank and the Registrant
 
 
 
10.44
 
Unconditional Guaranty entered into as of May 7, 2013 by Alimera Sciences B.V. in favor of Silicon Valley Bank
 
 
 
10.45
 
Unconditional Guaranty entered into as of May 7, 2013 by AS C.V. in favor of Silicon Valley Bank
 
 
 
10.46
 
Unconditional Guaranty entered into as of May 7, 2013 by the Registrant in favor of Silicon Valley Bank
 
 
 
10.47
 
Second Loan Modification Agreement entered into as of May 7, 2013 by and between Silicon Valley Bank and the Registrant
 
 
 
31.1
  
Certification of the Principal Executive Officer, as required by Section 302 of the Sarbanes-Oxley Act of 2002.
 
 
 
31.2
  
Certification of the Principal Financial Officer, as required by Section 302 of the Sarbanes-Oxley Act of 2002.
 
 
 
32.1
  
Certification of the Chief Executive Officer and Chief Financial Officer, as required by Section 906 of the Sarbanes-Oxley Act of 2002.
 
 
 
101.INS+
 
XBRL Instance Document.
 
 
 
101.SCH+
 
XBRL Taxonomy Extension Schema Document.
 
 
 
101.CAL+
 
XBRL Taxonomy Extension Calculation Linkbase Document.
 
 
 
101.DEF+
 
XBRL Taxonomy Extension Definition Linkbase Document.
 
 
 
101.LAB+
 
XBRL Taxonomy Extension Label Link Document.
 
 
 
101.PRE+
 
XBRL Taxonomy Extension Presentation Linkbase Document.
 
 
 
+
Users of this data are advised pursuant to Rule 406T of Regulation S-T that this interactive data file is deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.
The certification attached as Exhibit 32.1 that accompanies this Quarterly Report on Form 10-Q is not deemed filed with the Securities and Exchange Commission and is not to be incorporated by reference into any filing of Alimera Sciences, Inc. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Quarterly Report on Form 10-Q, irrespective of any general incorporation language contained in such filing.

31
Table of Contents

Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
 
ALIMERA SCIENCES, INC.
 
 
 
August 14, 2013
By:
/s/ C. Daniel Myers
 
 
C. Daniel Myers
 
 
Chief Executive Officer and President
 
 
(Principal Executive Officer)
 
 
 
 
 
 
August 14, 2013
By:
/s/ Richard S. Eiswirth, Jr.
 
 
Richard S. Eiswirth, Jr.
 
 
Chief Operating Officer and Chief Financial Officer
 
 
(Principal Financial and Accounting Officer)

32
Table of Contents

EXHIBIT INDEX
Exhibit  Number
  
Description
 
 
 
4.10
 
Amendment No. 1 to Warrant to Purchase Stock dated May 7, 2013 by and between Silicon Valley Bank and the Registrant
 
 
 
10.42
 
Loan and Security Agreement dated May 7, 2013 between Silicon Valley Bank and Alimera Sciences Limited
 
 
 
10.43
 
Security Agreement entered into as of May 7, 2013 by and between Silicon Valley Bank and the Registrant
 
 
 
10.44
 
Unconditional Guaranty entered into as of May 7, 2013 by Alimera Sciences B.V. in favor of Silicon Valley Bank
 
 
 
10.45
 
Unconditional Guaranty entered into as of May 7, 2013 by AS C.V. in favor of Silicon Valley Bank
 
 
 
10.46
 
Unconditional Guaranty entered into as of May 7, 2013 by the Registrant in favor of Silicon Valley Bank
 
 
 
10.47
 
Second Loan Modification Agreement entered into as of May 7, 2013 by and between Silicon Valley Bank and the Registrant
 
 
 
31.1
  
Certification of the Principal Executive Officer, as required by Section 302 of the Sarbanes-Oxley Act of 2002.
 
 
 
31.2
  
Certification of the Principal Financial Officer, as required by Section 302 of the Sarbanes-Oxley Act of 2002.
 
 
 
32.1
  
Certification of the Chief Executive Officer and Chief Financial Officer, as required by Section 906 of the Sarbanes-Oxley Act of 2002.
 
 
 
101.INS+
 
XBRL Instance Document.
 
 
 
101.SCH+
 
XBRL Taxonomy Extension Schema Document.
 
 
 
101.CAL+
 
XBRL Taxonomy Extension Calculation Linkbase Document.
 
 
 
101.DEF+
 
XBRL Taxonomy Extension Definition Linkbase Document.
 
 
 
101.LAB+
 
XBRL Taxonomy Extension Label Link Document.
 
 
 
101.PRE+
 
XBRL Taxonomy Extension Presentation Linkbase Document.
 
 
 
+
Users of this data are advised pursuant to Rule 406T of Regulation S-T that this interactive data file is deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

The certification attached as Exhibit 32.1 that accompanies this Quarterly Report on Form 10-Q is not deemed filed with the Securities and Exchange Commission and is not to be incorporated by reference into any filing of Alimera Sciences, Inc. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Quarterly Report on Form 10-Q, irrespective of any general incorporation language contained in such filing.

33

EXHIBIT 4.10

AMENDMENT NO. 1 TO WARRANT TO PURCHASE STOCK

THIS AMENDMENT NO. 1 TO WARRANT TO PURCHASE STOCK (this “ Amendment No.1 ”) is made as of May 7, 2013 by and between SVB Financial Group (“ Holder ”) and Alimera Sciences, Inc., a Delaware corporation (the “ Company ”).

WHEREAS, Holder is the holder, by assignment from Silicon Valley Bank (“ Bank ”), of that certain Warrant to Purchase Stock dated as of October 14, 2010 issued by the Company to Bank (the “ Warrant ”); and

WHEREAS, as additional consideration to Bank for its agreements in connection with certain modifications of even date herewith to the loan arrangement between the Company and Bank, the parties hereto desire to amend the Warrant in the manner set forth below;

NOW, THEREFORE, in consideration of the premises, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties, the parties agree as follows:

1.     Warrant Amendment .     The Warrant is hereby amended so that, from and after the date of this Amendment No. 1, (i) the Warrant Price (as defined therein) shall be $2.86, and (ii) the number of Shares (as defined in the Warrant) for which the Warrant shall be exercisable shall be 31,818, all subject to further adjustment thereafter from time to time in accordance with the provisions of the Warrant.

2.     Number of Shares .    Holder and the Company acknowledge and agree that the Term B Loan (as defined in the Warrant) has not been and will not be made to the Company, and therefore that the Warrant has not and will not become exercisable for any Additional Shares (as defined in the Warrant). Since the original issuance of the Warrant to Bank to the date of this Amendment No. 1, there has occurred no event of a type described in Article 2 of the Warrant for which an adjustment to the Warrant Price, Class (as defined in the Warrant) or number of Shares was made or required to be made. As of the date hereof and immediately prior to the execution and delivery of this Amendment No. 1, the number of Shares for which the Warrant is exercisable is 15,909.

3.     Corporate Authority .    The execution and delivery by the Company of this Amendment No. 1 has been duly authorized by all necessary actions of its Board of Directors and stockholders.

4.     No Other Amendments .    Except as amended hereby, the Warrant shall remain in full force and effect as originally written.

5.     Governing Law . This Amendment No. 1 shall be governed by and construed in accordance with the internal domestic laws of the State of Delaware, without giving effect to its principles regarding conflicts of law.



IN WITNESS WHEREOF, the parties have executed this Amendment No. 1 to Warrant to Purchase Stock as of the date first above written.


ALIMERA SCIENCES, INC.

By:
/s/ Richard S. Eiswirth, Jr.
Name:
Richard S. Eiswirth, Jr.
Title:
Chief Financial Officer and Chief Operating Officer


SVB FINANCIAL GROUP

By:
/s/ Michael Krose
Name:
Michael Krose
Title:
Treasurer





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EXHIBIT 10.42
LOAN AND SECURITY AGREEMENT
This LOAN AND SECURITY AGREEMENT (this “ Agreement ”) dated as of May 7, 2013 (the “ Effective Date ”) is between SILICON VALLEY BANK , a California corporation (“ Bank ”), and ALIMERA SCIENCES LIMITED , a company registered under the laws of England and Wales under company number 08018355 and having its registered office at Garrick House, 26-27 Southampton Street, London, United Kingdom, WC2E 7RS (“ Borrower ”), and provides the terms on which Bank shall lend to Borrower, and Borrower shall repay Bank. The parties agree as follows:
1    ACCOUNTING AND OTHER TERMS
Accounting terms not defined in this Agreement shall be construed following GAAP. Calculations and determinations must be made following GAAP; provided that if at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either Borrower or Bank shall so request, Borrower and Bank shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP; provided, further , that, until so amended, (a) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (b) Borrower shall provide Bank Financial Statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP. Capitalized terms not otherwise defined in this Agreement shall have the meanings set forth in Section 13 of this Agreement. All other terms contained in this Agreement, unless otherwise indicated, shall have the meanings provided by the Code to the extent such terms are defined therein.
2    LOAN AND TERMS OF PAYMENT
2.1    Promise to Pay . Borrower hereby unconditionally promises to pay Bank the outstanding principal amount of all Credit Extensions and accrued and unpaid interest thereon together with any fees and Finance Charges as and when due in accordance with this Agreement.
2.1.1    Financing of Accounts
(a)     Availability . Subject to the terms of this Agreement, Borrower may request that Bank finance specific Eligible Accounts. Bank may, in its good faith business discretion, finance such Eligible Accounts by extending credit to Borrower in an amount equal to the result of the Advance Rate multiplied by the face amount of the Eligible Account (the “Advance”). Bank may, in its sole discretion, change the percentage of the Advance Rate for a particular Eligible Account on a case by case basis. When Bank makes an Advance, the Eligible Account becomes a “Financed Receivable”.
(b)     Maximum Advances . The aggregate face amount of all Financed Receivables outstanding at any time may not exceed the Facility Amount. In addition and notwithstanding the foregoing, the aggregate amount of Advances outstanding at any time may not exceed the Maximum Availability Amount.
(c)     Borrowing Procedure . Borrower will deliver an Invoice Transmittal for each Advance it requests. Bank may rely on information set forth in or provided with the Invoice Transmittal. In addition, upon Bank’s request, Borrower shall deliver to Bank any contracts, purchase orders, shipping documents or other underlying supporting documentation with respect to such Eligible Account.
(d)     Credit Quality; Confirmations . Bank may, at its option, conduct a credit check of the Account Debtor for each Account requested by Borrower for financing hereunder to approve any such Account Debtor’s credit before agreeing to finance such Account. Bank may also verify directly with the respective Account Debtors the validity, amount and other matters relating to the Accounts (including confirmations of Borrower’s representations in Section

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5.3 of this Agreement) by means of mail, email, telephone or otherwise, either in the name of Borrower or Bank from time to time in its sole discretion.
(e)     Accounts Notification/Collection . Bank may notify any Account Debtor of Bank’s Liens in the Borrower’s Accounts and verify and/or collect them.
(f)     Early Termination . This Agreement may be terminated prior to the Maturity Date as follows: (i) by Borrower, effective three (3) Business Days after written notice of termination is given to Bank; or (ii) by Bank at any time after the occurrence of an Event of Default, without notice, effective immediately. If this Agreement is terminated (A) by Bank in accordance with clause (ii) in the foregoing sentence, or (B) by Borrower for any reason, Borrower shall pay to Bank a non - refundable termination fee in an amount equal to One Hundred Twelve Thousand Five Hundred Dollars ($112,500.00) (the “ Early Termination Fee ”). The Early Termination Fee shall be due and payable on the effective date of such termination and thereafter shall bear interest at a rate equal to the highest rate applicable to any of the Obligations, provided that any applicable Early Termination Fee shall be reduced by fifty percent (50.0%) in the event that the termination occurs as a condition precedent to, in connection with or immediately following the closing of the acquisition of Borrower by a non-affiliated third party, provided that no Event of Default has occurred and is continuing. Notwithstanding the foregoing, Bank agrees to waive the Early Termination Fee if Bank closes on the refinance and re-documentation of this Agreement under another division of Bank (in its sole and exclusive discretion) prior to the Maturity Date.
(g)     Maturity . All Obligations outstanding hereunder with respect to Advances shall be immediately due and payable in full on the Maturity Date or earlier termination of this Agreement.
2.1.2    Term Loan
(a)      Availability . Subject to the terms and conditions of this Agreement, upon Borrower’s request, Bank shall make a one-time term loan advance available to Borrower in the amount of Five Million Dollars ($5,000,000.00) on the Effective Date (the “ Term Loan ”). Borrower shall use the proceeds of the Term Loan to pay in full all obligations and liabilities of Parent to MidCap Funding III, LLC and Bank in connection with the Co-Lender Loan Agreement. Borrower hereby authorizes Bank to (i) apply proceeds of the Term Loan internally, without actually providing funds to Borrower, in an amount necessary to satisfy the full amount of Parent’s liabilities and obligations to Bank in connection with the Co-Lender Loan Agreement and (ii) pay proceeds of the Term Loan directly to MidCap Funding III, LLC in an amount necessary to satisfy the full amount of Parent’s liabilities and obligations to MidCap Funding III, LLC in connection with the Co-Lender Loan Agreement. After repayment, the Term Loan (or any portion thereof) may not be re-borrowed.
(b)      Interest Period . Commencing on the first Payment Date of the month following the month in which the Funding Date of the Term Loan occurs and continuing on the Payment Date of each month thereafter, Borrower shall make monthly payments of interest, in arrears, on the principal amount of the Term Loan at the rate set forth in Section 2.1.2(f)(i).
(c)      Repayment . Commencing on the Term Loan Amortization Date , and continuing on each Payment Date thereafter, Borrower shall repay the Term Loan in (i) thirty-six (36) equal monthly installments of principal, plus (ii) monthly payments of accrued interest at the rate set forth in Section 2.1.2(f)(i). All outstanding principal and accrued and unpaid interest under the Term Loan, and all other outstanding Obligations with respect to the Term Loan, are due and payable in full on the Term Loan Maturity Date.
(d)      Permitted Prepayment . Borrower shall have the option to prepay all, but not less than all, of the Term Loan, provided Borrower (i) delivers written notice to Bank of its election to prepay the Term Loan at least five (5) days prior to such prepayment, and (ii) pays, on the date of such prepayment (A) all outstanding principal and accrued and unpaid interest with respect to the Term Loan, (B) the Prepayment Premium and (C) all other sums, if any, that shall have become due and payable with respect to the Term Loan, including interest at the Default Rate with respect to any past due amounts.

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(e)      Mandatory Prepayment Upon an Acceleration . If the Term Loan is accelerated by Bank following the occurrence and during the continuance of an Event of Default, Borrower shall immediately pay to Bank an amount equal to the sum of (i) all outstanding principal and accrued and unpaid interest with respect to the Term Loan, (ii) the Prepayment Premium and (iii) all other sums, if any, that shall have become due and payable with respect to the Term Loan, including interest at the Default Rate with respect to any past due amounts.
(f)      Interest .
(i)      Interest Rate . Subject to Section 2.1.2(f)(ii), the principal amount outstanding under the Term Loan shall accrue interest at a fixed per annum rate equal to seven and one-half of one percent (7.50%), which interest shall be payable monthly in accordance with Section 2.1.2(f)(iv) below.
(ii)      Default Rate . Immediately upon the occurrence and during the continuance of an Event of Default, Obligations in connection with the Term Loan shall bear interest at the Default Rate. Fees and expenses which are required to be paid by Borrower pursuant to the Loan Documents (including, without limitation, Bank Expenses) but are not paid when due shall bear interest until paid at a rate equal to the highest rate applicable to the Obligations. Payment or acceptance of the increased interest rate provided in this Section 2.1.2(f)(ii) is not a permitted alternative to timely payment and shall not constitute a waiver of any Event of Default or otherwise prejudice or limit any rights or remedies of Bank.
(iii)      Computation; 360-Day Year . In computing interest with respect to the Term Loan, the date of the making of the Term Loan shall be included and the date of payment shall be excluded; provided, however, that if the Term Loan is repaid on the same day on which it is made, such day shall be included in computing interest on the Term Loan. Interest with respect to the Term Loans shall be computed on the basis of a 360-day year for the actual number of days elapsed.
(iv)      Interest Payment Date . Unless otherwise provided, interest with respect to the Term Loan is payable monthly on the Payment Date.
(g)      Borrowing Procedure . Subject to the prior satisfaction of all other applicable conditions to the making of the Term Loan set forth in this Agreement, to obtain the Term Loan, Borrower shall notify Bank (which notice shall be irrevocable) by electronic mail, facsimile, or telephone by 12:00 p.m. Eastern time one (1) Business Day prior to the requested Funding Date of the Term Loan. Together with any such electronic or facsimile notification, Borrower shall deliver to Bank by electronic mail or facsimile a completed Payment/Advance Form executed by a Responsible Officer or his or her designee. Bank may rely on any telephone notice given by a person whom Bank believes is a Responsible Officer or designee. Bank shall credit the Term Loan to a deposit account of Borrower maintained with Bank. Bank may make the Term Loan under this Agreement based on instructions from a Responsible Officer or his or her designee or without instructions if the Term Loan is necessary to meet Obligations which have become due.
(h)      Application of Payments . All payments to be made by Borrower under any Loan Document in respect of the Term Loan shall be made in immediately available funds in Dollars, without setoff or counterclaim, before 3:00 p.m. Eastern time on the date when due. Payments of principal and/or interest received after 3:00 p.m. Eastern time are considered received at the opening of business on the next Business Day. When a payment is due on a day that is not a Business Day, the payment shall be due the next Business Day, and additional fees or interest, as applicable, shall continue to accrue until paid.
(i)      Maturity . All Obligations outstanding hereunder with respect to the Term Loan shall be immediately due and payable in full on the Term Loan Maturity Date or earlier termination of this Agreement.

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2.2    Collections, Finance Charges, Remittances and Fees . The Obligations shall be subject to the following fees and Finance Charges. Unpaid fees and Finance Charges may, in Bank’s discretion, accrue interest at the then highest rate applicable to the Obligations.
2.3    Collections . Subject to Section 2.9 of this Agreement, Collections will be credited to the outstanding gross face amount of such Financed Receivable, but if there is an Event of Default, Bank may apply Collections to the Obligations in any order it chooses. If Bank receives a payment for both a Financed Receivable and a non-Financed Receivable, the funds will first be applied to the Financed Receivable and, if there is no Event of Default then existing, the excess will be remitted to Borrower, subject to Section 2.9 of this Agreement.
2.4    Loan Fees .
(a)    A fully earned, non-refundable facility fee in connection with the credit facility described in Section 2.1.1 of this Agreement in the amount of One Hundred Thousand Dollars ($100,000.00) is due upon the Effective Date (the “ Working Capital Facility Fee ”).
(b)    A fully earned, non-refundable facility fee in connection with the credit facility described in Section 2.1.2 of this Agreement in the amount of Twenty Five Thousand Dollars ($25,000.00) is due upon the Effective Date (the “ Term Loan Facility Fee ” and, collectively with the Working Capital Facility Fee, the “ Loan Fees ”).
2.5    Finance Charges . In computing Finance Charges on the Obligations under this Agreement, all Collections received by Bank shall be deemed applied by Bank on account of the Obligations three (3) Business Days after receipt of the Collections. Borrower will pay a finance charge (the “ Finance Charge ”) on the Financed Receivable Balance which is equal to the Applicable Rate divided by 360 multiplied by the number of days each such Financed Receivable is outstanding multiplied by the outstanding Financed Receivable Balance. The Finance Charge is payable when the Advance made based on such Financed Receivable is due and payable in accordance with Section 2.11 of this Agreement. Immediately upon the occurrence of an Event of Default, the Applicable Rate will increase to the Default Rate.
2.6    Unused Line Fee . Borrower shall pay to Bank a fee (the “ Unused Line Fee ”), payable monthly on the first (1 st ) calendar day of each month, in arrears, on a calendar year basis, in an amount equal to one-quarter of one percent (0.25%) per annum of the average unused portion of the Maximum Availability Amount. The unused portion of the Maximum Availability Amount, for purposes of this calculation, shall equal the difference between (a) the Maximum Availability Amount and (b) the average for the period of the daily closing balance of the Advances outstanding. Borrower shall not be entitled to any credit, rebate or repayment of any Unused Line Fee previously earned by Bank pursuant to this Section 2.6 notwithstanding any termination of this Agreement or the suspension or termination of Bank’s obligation to make Credit Extensions hereunder.
2.7    Accounting . After each Reconciliation Period, Bank will provide Borrower with an accounting of the transactions for that Reconciliation Period, including the amount of all Financed Receivables, all Collections, Adjustments, Finance Charges, Unused Line Fees and the Loan Fees. If Borrower does not object to the accounting in writing within thirty (30) days it shall be considered accurate. All Finance Charges and other interest and fees are calculated on the basis of a 360 day year and actual days elapsed.
2.8    Deductions . Bank may deduct fees, Bank Expenses, interest, Finance Charges, Unused Line Fees, the Loan Fees, Advances which become due pursuant to Section 2.11 of this Agreement, and other amounts due pursuant to this Agreement from any Credit Extensions made or Collections received by Bank.
2.9    Blocked Account; Account Collection Services
(a)    Borrower shall direct each Account Debtor (and each depository institution where proceeds of Accounts are on deposit) to remit or wire transfer all payments with respect to the Accounts (and all proceeds thereof) to a blocked account in the name of Bank established with Royal Bank of Scotland plc or such other designated blocked account(s) as Bank may stipulate from time to time (collectively, the “ Blocked Account ”). It will be considered an

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immediate Event of Default if the Blocked Account is not established and operational on the Effective Date and at all times thereafter.
(b)    Borrower shall at all times get in and realize and pay into the Blocked Account all monies which Borrower may receive in respect of its Accounts.
(c)     Notwithstanding any terms in this Agreement to the contrary, Bank shall have absolute discretion as to the sums (if any) it permits Borrower, on a case-by-case basis, to withdraw from the Blocked Account (and Borrower shall not draw money from the Blocked Account except to the extent permitted in writing by Bank), and Bank shall have no obligation to turn over to Borrower any sums in the Blocked Account, and Bank may apply any amounts in respect of Accounts to repay the Advances and the Finance Charges, Unused Line Fees, Bank Expenses and other amounts due to Bank. Borrower shall not at any time without the prior written consent of Bank deal with its Accounts (or the proceeds of its Accounts) in any manner other than by getting in the same and paying them into the Blocked Account. Without prejudice to the generality of the foregoing, Borrower shall not at any such time factor or discount any of such Accounts or their proceeds or enter into any agreement for such factoring or discounting and shall not, without the prior written consent of Bank, release, exchange, compound, set off, grant time or indulgence in respect of, or in any other manner deal with all or any of such Accounts or their proceeds.
(d)    This Section 2.9 does not impose any affirmative duty on Bank to perform any act. All Accounts and the proceeds thereof are Collateral, and (without prejudice to Bank’s rights under Section 2.9(c) in relation to the Blocked Account) if an Event of Default occurs, Bank may, without notice, apply the proceeds of such Accounts to the Obligations.
2.10    Bank Expenses . Borrower shall pay all Bank Expenses (including reasonable attorneys’ fees and expenses, plus expenses, for documentation and negotiation of this Agreement) incurred through and after the Effective Date, when due.
2.11    Repayment of Obligations; Adjustments
2.11.1    Repayment . Borrower will repay each Advance on the earliest of: (a) the date on which payment is received of the Financed Receivable with respect to which the Advance was made, (b) the date on which the Financed Receivable is no longer an Eligible Account, (c) the date on which any Adjustment is asserted to the Financed Receivable (but only to the extent of the Adjustment if the Financed Receivable otherwise remains an Eligible Account), (d) the date on which there is a breach of any representation or warranty in Section 5.3 of this Agreement or of any covenant in the Loan Documents, or (e) the Maturity Date (including any early termination). Each payment will also include all accrued Finance Charges with respect to such Advance and all other amounts then due and payable hereunder.
2.11.2    Repayment on Event of Default . When there is an Event of Default, Borrower will, if Bank demands (or, upon the occurrence of an Event of Default under Section 8.5 or Section 8.6 of this Agreement, immediately without notice or demand from Bank) repay all of the Obligations. The demand may, at Bank’s option, include all Credit Extensions then outstanding, and all accrued interest, Finance Charges, the Early Termination Fee (but only if due pursuant to Section 2.1.1(f) of this Agreement), Unused Line Fees, the Prepayment Premium, the Loan Fees, attorneys’ and professional fees, court costs and expenses, Bank Expenses and any other Obligations.
2.11.3    Debit of Accounts . Bank may debit any of Borrower’s deposit accounts for payments or any amounts Borrower owes Bank hereunder. Bank shall promptly notify Borrower when it debits Borrower’s accounts, other than for payments of principal, interest, Finance Charges or Unused Line Fees. These debits shall not constitute a set-off.
2.12    Power of Attorney . Borrower irrevocably appoints Bank and its successors and assigns as attorney-in-fact and authorizes Bank and its successor and assigns, to: (a) following the occurrence and during the continuance of an Event of Default, (i) sell, assign, transfer, pledge, compromise, or discharge all or any part of the Financed Receivables; (ii) demand, collect, sue, and give releases to any Account Debtor for monies due and compromise,

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prosecute, or defend any action, claim, case or proceeding about the Financed Receivables, including filing a claim or voting a claim in any bankruptcy case in Bank’s or Borrower’s name, as Bank chooses; and (iii) prepare, file and sign Borrower’s name on any notice, claim, assignment, demand, draft, or notice of or satisfaction of lien or mechanics’ lien or similar document; and (b) regardless of whether an Event of Default has occurred and is continuing, (i) notify all Account Debtors to pay Bank directly; (ii) receive and open mail addressed to Borrower in connection with Bank’s maintenance and/or operation of the Blocked Account; (iii) endorse Borrower’s name on checks or other instruments (to the extent necessary to pay amounts owed pursuant to any of the Loan Documents); and (iv) execute on Borrower’s behalf any instruments, documents, financing statements to perfect Bank’s interests in the Financed Receivables and Collateral and do all acts and things necessary or prudent, as reasonably determined by Bank, to protect or preserve, Bank’s rights and remedies under the Loan Documents, as directed by Bank.
3    CONDITIONS OF LOANS
3.1    Conditions Precedent to Initial Credit Extension . Bank’s obligation to make the initial Credit Extension is subject to the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, such documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation:
(a)     establishment of the Blocked Account, and evidence that Borrower has directed its Account Debtors to remit all payments with respect to the Accounts to the Blocked Account;
(b)     the Loan Documents;
(c)     Second Loan Modification Agreement with respect to that certain Loan and Security Agreement (Working Capital Line of Credit) between Bank and Parent dated as of October 14, 2010;

(d)     Amendment No.1 to Warrant to Purchase Stock with respect to Parent, together with a capitalization table of Parent and copies of Parent’s equity documents;
(e)     written consent of MidCap Funding III, LLC with respect to the Loan Documents and the making of Credit Extensions;
(f)     the SVB Control Agreement and any other Control Agreement(s) required by Bank for Parent;
(g)     a certificate of the secretary of Borrower with respect to Borrower’s certificate of incorporation, memorandum and articles of association, register of charges, specimen signatures and board minutes authorizing the execution and delivery of this Agreement, the Debenture and any other Loan Documents to which it is a party;
(h)     Parent’s Operating Documents and a long form good standing certificate of Parent certified by the Secretary of State of the State of Delaware as of a date no earlier than thirty (30) days prior to the Effective Date;
(i)     a certificate of the secretary of Parent with respect to Parent’s Operating Documents, incumbency, specimen signatures and resolutions authorizing the execution and delivery of the Parent Guaranty, the Parent Security Agreement and the other Loan Documents to which it is a party;
(j)     a copy of (i) the partnership agreement, as amended, of AS C.V. and (ii) the Deed of Incorporation and Articles of Association of Alimera Sciences B.V.;
(k)     a certificate of the managers/members of Alimera Sciences (DE), LLC with respect to its Operating Documents, incumbency, specimen signatures and resolutions authorizing the execution and delivery of the Deed of Disclosed Pledge of Receivables and the other Loan Documents to which it is a party as general partner of AS C.V.;

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(l)     Alimera Sciences (DE), LLC’s Operating Documents and a long form good standing certificate of Alimera Sciences (DE), LLC certified by the Secretary of State of the State of Delaware as of a date no earlier than thirty (30) days prior to the Effective Date;
(m)     the completed and executed Borrowing Resolutions for Borrower;
(n)     the fully-executed Deed of Disclosed Pledge of Receivables (together with copies of all notices required to be sent under the Deed of Disclosed Pledge of Receivables executed by AS C.V. and Alimera Sciences B.V., duly acknowledged);
(o)     a payoff letter from MidCap Funding III, LLC;
(p)     evidence that (i) the Liens securing Indebtedness owed by Parent to MidCap Funding III, LLC will be terminated and (ii) the documents and/or filings evidencing such Liens, including without limitation any financing statements (including, without limitation, that certain UCC financing statement no. 20103579426), filings with the U.S. Patent and Trademark Office and the U.S. Copyright Office, intellectual property security agreements and control agreements, have or will, concurrently with the Term Loan, be terminated.
(q)     certified copies, dated as of a recent date, of financing statement and other lien filing searches and UK Companies Registry searches, as Bank shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements or other filings either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released;
(r)     the Perfection Certificates of Borrower, Parent, AS C.V., and Alimera Sciences B.V. together with the duly executed original signatures thereto;
(s)     intentionally omitted;
(t)     intentionally omitted;
(u)     a legal opinion of Bank’s UK counsel in respect of Borrower (authority/enforceability), in form and substance acceptable to Bank;
(v)     a legal opinion of Parent’s counsel in respect of Parent (as to authority), in form and substance acceptable to Bank;
(w)     intentionally omitted;
(x)     intentionally omitted;
(y)     the Parent IP Agreement, together with the completed exhibits thereto;
(z)     payment of the fees and Bank Expenses then due as specified in Section 2.10 of this Agreement; and
(aa)     Certificates of Good Standing/Foreign Qualification (Georgia, and others, as applicable) for Parent.
3.2    Conditions Precedent to all Credit Extensions . Bank’s agreement to make each Credit Extension, including the initial Credit Extension, is subject to the following:

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(a)    receipt of (i) with respect to requests for Advances, the Invoice Transmittal and the documents required by Section 2.1.1(c) of this Agreement, and (ii) with respect to the request for the Term Loan, an executed Payment/Advance Form;
(b)    Bank shall have (at its option) conducted the confirmations and verifications as described in Section 2.1.1(d) of this Agreement;
(c)    each of the representations and warranties in Section 5.3 of this Agreement shall be true, accurate, and complete on the date of the Invoice Transmittal and/or the Payment/Advance Form, as applicable, and on the effective date of each Credit Extension and no Event of Default shall have occurred and be continuing, or result from the Credit Extension. Each Credit Extension is Borrower’s representation and warranty on that date that the representations and warranties in Section 5.3 of this Agreement remain true, accurate, and complete; and
(d)    each of the representations and warranties in Section 5 of this Agreement (other than those in Section 5.3) shall be true in all material respects on the date of the Invoice Transmittal and/or the Payment/Advance Form, as applicable, and on the effective date of each Advance and no Event of Default shall have occurred and be continuing, or result from the Advance. Each Advance is Borrower’s representation and warranty on that date that the representations and warranties in Section 5 of this Agreement (other than those in Section 5.3) remain true in all material respects.
3.3    Covenant to Deliver . Borrower agrees to deliver to Bank each item required to be delivered to Bank under this Agreement as a condition precedent to any Credit Extension. Borrower expressly agrees that a Credit Extension made prior to the receipt by Bank of any such item shall not constitute a waiver by Bank of Borrower’s obligation to deliver such item, and the making of any Credit Extension in the absence of a required item shall be in Bank’s sole discretion.
3.4    Suspension of Credit Extensions . Borrower’s ability to request that Bank make Credit Extensions hereunder will terminate if, in Bank’s sole discretion, there has been a material adverse change in the business or results of operation of the Consolidated Group, taken as a whole, or the prospect of repayment of the Obligations, or there has been any material adverse deviation by Borrower from the most recent business plan of Borrower presented to and accepted by Bank (it being acknowledged by Bank that, with respect to any business plan presented to and accepted by Bank before the Effective Date, the baseline for the measurement of any such deviation shall commence as of the Effective Date).
4    SECURITY PROVISIONS
4.1    Security . All Obligations shall be secured by the Debenture and any and all other security agreements, mortgages or other collateral granted to Bank by Borrower as security for the Obligations, now or in the future. Borrower represents, warrants, and covenants that the Lien granted in the Debenture shall be and shall at all times continue to be a first priority Lien in the Collateral subject only to Permitted Liens that are permitted to have priority over Bank’s Liens hereunder.
Borrower acknowledges that it may have previously entered, and/or may in the future enter, into Bank Services with Bank.  Regardless of the terms of any Bank Services Agreement, Borrower agrees that any amounts Borrower owes Bank thereunder shall be deemed to be Obligations hereunder and that it is the intent of Borrower and Bank to have all such Obligations secured by the first priority security interest granted in the Debenture and any and all other security agreements, mortgages or other collateral granted to Bank by Borrower as security for the Obligations, now or in the future.
If this Agreement is terminated, Bank’s Lien in the Collateral shall continue until the Obligations (other than inchoate indemnity obligations) are satisfied in full, and at such time, Bank shall, at Borrower’s sole cost and expense, terminate its Liens in the Collateral and all rights therein shall revert to Borrower. In the event (a) all Obligations (other than inchoate indemnity obligations), except for Bank Services, are satisfied in full, and (b) this Agreement and the Debenture are terminated, Bank shall promptly, at Borrower’s sole cost and expense, terminate the Liens granted in

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the Debenture upon Borrower providing cash collateral acceptable to Bank in its good faith business judgment for Bank Services, if any.
4.2    Authorization to File Financing Statements . Borrower hereby authorizes Bank to file financing statements (including on Form MG01) and other similar forms, without notice to Borrower, with all appropriate jurisdictions to perfect or protect Bank’s interest or rights, including a notice that any disposition of the Collateral, by either Borrower or any other Person, shall be deemed to violate the rights of Bank under the Code. Any such financing statements and other similar forms may indicate the Collateral as “all assets of the Debtor” or words of similar effect, or as being of an equal or lesser scope, or with greater detail, all in Bank’s discretion.
5    REPRESENTATIONS AND WARRANTIES
Borrower represents and warrants as follows:
5.1    Due Organization and Authorization . Borrower is a private limited company, duly incorporated and validly existing under the laws of England and Wales and has the power to carry on its business as it is now being conducted and to own its property and other assets. Each of Borrower’s Subsidiaries is duly organized and validly existing in its jurisdiction of formation and has the power to carry on its business as it is now being conducted and to own its property and other assets. In connection with this Agreement, Borrower has delivered to Bank a completed certificate signed by Borrower, entitled Perfection Certificate (the “ Perfection Certificate ”). Borrower represents and warrants to Bank that (a) Borrower’s exact legal name is that indicated on the Perfection Certificate and on the signature page hereof; (b) Borrower is an organization of the type and is organized in the jurisdiction set forth in the Perfection Certificate; (c) the Perfection Certificate accurately sets forth Borrower’s organizational identification number or accurately states that Borrower has none; (d) the Perfection Certificate accurately sets forth Borrower’s registered office and its place of business, or, if more than one, its chief executive office as well as Borrower’s mailing address (if different than its chief executive office); (e) Borrower (and each of its predecessors) has not, in the past five (5) years, changed its jurisdiction of formation, corporate structure, organizational type, or any organizational number assigned by its jurisdiction; and (f) all other information set forth on the Perfection Certificate pertaining to Borrower and each of its Subsidiaries is accurate and complete in all material respects (it being understood and agreed that Borrower may from time to time update certain information in the Perfection Certificate after the Effective Date to the extent permitted by one or more specific provisions in this Agreement).
The execution, delivery and performance by Borrower of the Loan Documents to which it is a party have been duly authorized by all necessary corporate and other action, are within the corporate powers of Borrower, and do not (i) conflict with any of Borrower’s organizational or constitutional documents, (ii) contravene, conflict with, constitute a default under or violate any material Requirement of Law, (iii) contravene, conflict or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Borrower or any of its Subsidiaries or any of their property or assets may be bound or affected, (iv) require any action by, filing, registration, or qualification with, or Governmental Approval from, any Governmental Authority (except such Governmental Approvals which have already been obtained and are in full force and effect) or (v) constitute an event of default under any material agreement by which Borrower is bound. Borrower is not in default under any agreement to which it is a party or by which it or its assets are bound in which the default would reasonably be expected to have a material adverse effect on the business of the Consolidated Group, taken as a whole.
5.2    Collateral . Borrower has good title to, has rights in, and the power to transfer, each item of the Collateral upon which it purports to grant a Lien pursuant to the Debenture or otherwise, free and clear of any and all Liens except Permitted Liens. Borrower has no deposit accounts other than the deposit accounts with Bank, the deposit accounts, if any, described in the Perfection Certificate delivered to Bank in connection herewith, or of which Borrower has given Bank notice and taken such actions as are necessary to give Bank a perfected Lien therein. The Accounts are bona fide, existing obligations of the Account Debtors. All Inventory is in all material respects of good and marketable quality, free from material defects.
On the Effective Date, the Collateral is not in the possession of any third party bailee (such as a warehouse) except as disclosed in the Perfection Certificate. None of the components of the Collateral are currently being maintained

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at locations other than as disclosed in the Perfection Certificate on the Effective Date or as permitted pursuant to Section 7.2 of this Agreement.
Borrower is the sole owner of the Intellectual Property which it owns or purports to own except for (a) non-exclusive licenses granted to its customers in the ordinary course of business, (b) over-the-counter software that is commercially available to the public, (c) material Intellectual Property licensed to Borrower and noted on the Perfection Certificate, and (d) Intellectual Property that is licensed to Borrower which is not material to Borrower. Each Patent which it owns or purports to own and which is material to Borrower’s business is valid and enforceable, and no part of the Intellectual Property which Borrower owns or purports to own and which is material to Borrower’s business has been judged invalid or unenforceable, in whole or in part. To the best of Borrower’s knowledge, no claim has been made that any part of the Intellectual Property violates the rights of any third party except to the extent such claim would not reasonably be expected to have a material adverse effect on the business of the Consolidated Group, taken as a whole. Except as noted on the Perfection Certificate, Borrower is not a party to, nor is it bound by, any Restricted License.
5.3    Financed Receivables . Borrower represents and warrants for each Financed Receivable:
(a)    Such Financed Receivable is an Eligible Account;
(b)    Borrower is the owner of and has the legal right to sell, transfer, assign and encumber such Financed Receivable;
(c)    The correct amount is on the Invoice Transmittal and is not disputed;
(d)    Payment is not contingent on any obligation or contract and Borrower has fulfilled all its obligations as of the Invoice Transmittal date;
(e)    Such Financed Receivable is based on an actual sale and delivery of goods and/or services rendered, is due to Borrower, is not past due or in default, has not been previously sold, assigned, transferred, or pledged and is free of any liens, security interests and encumbrances other than Permitted Liens;
(f)    There are no defenses, offsets, counterclaims or agreements for which the Account Debtor may claim any deduction or discount;
(g)    Borrower reasonably believes no Account Debtor is insolvent or subject to any Insolvency Proceedings;
(h)    Borrower has not filed or had filed against it Insolvency Proceedings and does not anticipate any filing;
(i)    Bank has the right to endorse and/ or require Borrower to endorse all payments received on Financed Receivables and all proceeds of Collateral; and
(j)    No representation, warranty or other statement relating to or in respect of such Financed Receivable in any certificate or written statement given to Bank contains any untrue statement of a material fact or omits to state a material fact necessary to make the statement contained in the certificates or statement not misleading.
5.4    Litigation . There are no actions or proceedings pending or, to the knowledge of the Responsible Officers, threatened in writing by or against Borrower or any Subsidiary in which an adverse decision would reasonably be expected to have a material adverse effect on the business of the Consolidated Group, taken as a whole.
5.5    No Material Deviation in Financial Statements and Deterioration in Financial Condition . All Financial Statements delivered or made available to Bank fairly present in all material respects Parent’s consolidated financial condition and Parent’s consolidated results of operations. There has not been any material deterioration in Parent’s consolidated financial condition since the date of the most recent SEC Reports.

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5.6    Solvency . The fair salable value of Borrower’s assets (including goodwill minus disposition costs) exceeds the fair value of its liabilities (taking into account its actual and prospective liabilities); Borrower is not left with unreasonably small capital after the transactions in this Agreement; Borrower is able to pay its debts (including trade debts) as they mature; and Borrower is not unable to pay its debts (including trade debts) within the meaning of the Insolvency Act 1986 and has not stopped paying its debts as they fall due and the value of its assets is not less than the value of its liabilities (taking into account its contingent and prospective liabilities).

5.7    Regulatory Compliance . Borrower is not an “investment company” or a company “controlled” by an “investment company” under the Investment Company Act of 1940, as amended. Borrower is not engaged as one of its important activities in extending credit for margin stock (under Regulations X, T and U of the Federal Reserve Board of Governors). Borrower has complied in all material respects with the Federal Fair Labor Standards Act. Borrower has not violated any laws, ordinances or rules, the violation of which would reasonably be expected to have a material adverse effect on the business of the Consolidated Group, taken as a whole. None of Borrower’s or any Subsidiary’s properties or assets has been used by Borrower or any Subsidiary or, to Borrower’s knowledge, by previous Persons, in disposing, producing, storing, treating, or transporting any hazardous substance other than in material compliance with applicable laws. Borrower and each of its Subsidiaries have obtained all consents, approvals and authorizations of, made all declarations or filings with, and given all notices to, all Governmental Authorities that are necessary to continue their respective businesses as currently conducted.
5.8    Subsidiaries . Borrower does not own any stock, shares, partnership interest or other equity securities except for Permitted Investments.
5.9    Tax Returns and Payments; Pension Contributions . Borrower and each Subsidiary have timely filed all required tax returns and reports, and Borrower and each Subsidiary have timely paid when due and payable or duly filed a valid extension therewith all Taxes, Governmental Authority, UK, foreign, federal, state, and local taxes, assessments, deposits and contributions owed by Borrower and each Subsidiary. Borrower may defer payment of any contested taxes, provided that Borrower (a) in good faith contests its obligation to pay the taxes by appropriate proceedings promptly and diligently instituted and conducted, (b) notifies Bank in writing of the commencement of, and any material development in, the proceedings and (c) posts bonds or takes any other steps required to prevent the Governmental Authority levying such contested taxes from obtaining a Lien upon any of the Collateral that is other than a “Permitted Lien”. Borrower is unaware of any claims or adjustments proposed for any of Borrower's prior tax years which could result in additional taxes becoming due and payable by Borrower. Borrower has paid all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms, and Borrower has not withdrawn from participation in, and has not permitted partial or complete termination of, or permitted the occurrence of any other event with respect to, any such plan which could reasonably be expected to result in any liability of Borrower, including any liability to the Pension Benefit Guaranty Corporation or its successors or any other governmental agency.
5.10    No Winding-Up . Borrower has not taken any corporate or other action nor has any application been made or any other steps been taken or legal proceedings been started or (to the best of Borrower’s knowledge and belief having made due and proper enquiry) threatened in writing against Borrower or any of its Subsidiaries for its winding-up or for the appointment of a liquidator, trustee, receiver, administrative receiver, administrator or similar officer of it or of any or all of its assets.
5.11    Taxation . Borrower has complied in all material respects with all Taxation laws in all jurisdictions in which it is subject to Taxation and has paid all Taxes due and payable by it and no claims are being asserted against it in respect of Taxes save for assessments in relation to the ordinary course of the business of Borrower or claims contested in good faith and in respect of which adequate provision has been made and disclosed in the latest accounts of Borrower or information delivered to Bank under this Agreement.
5.12    Full Disclosure . No written representation, warranty or other statement of Borrower in any certificate or written statement given to Bank, as of the date such representation, warranty, or other statement was made, taken together with all such written certificates and written statements given to Bank, contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements contained in the certificates or statements not misleading (it being recognized by Bank that any projections and forecasts provided by Borrower in good faith and

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based upon reasonable assumptions are not viewed as facts and that actual results during the period or periods covered by such projections and forecasts may differ from the projected or forecasted results).
6    AFFIRMATIVE COVENANTS
Borrower shall do all of the following:
6.1    Government Compliance .
(a)    Maintain its and all its Subsidiaries’ legal existence and good standing in their respective jurisdictions of formation and maintain qualification in each jurisdiction in which the failure to so qualify would reasonably be expected to have a material adverse effect on the business or results of operations of the Consolidated Group, taken as a whole. Borrower shall comply, and have each Subsidiary comply, with all laws, ordinances and regulations to which it is subject, noncompliance with which would reasonably be expected to have a material adverse effect on the business or results of operations of the Consolidated Group, taken as a whole.
(b)    Obtain all of the Governmental Approvals necessary for the performance by Borrower of its obligations under the Loan Documents to which it is a party and the grant of a Lien to Bank in all of its property. Borrower shall promptly provide copies of any such obtained Governmental Approvals to Bank.
(c)    Deliver to Bank, within five (5) days after the same are sent or received, copies of all correspondence, reports, documents and other filings with any Governmental Authority regarding Borrower’s non-compliance with Requirements of Law or failure to maintain Governmental Approvals where such non-compliance or failure to maintain would reasonably be expected to have a material adverse effect on the business of the Consolidated Group, taken as a whole.
6.2    Financial Statements, Reports, Certificates
(a)    Deliver to Bank: (i) (A) as soon as available, but no later than thirty (30) days after the last day of each Reconciliation Period, a company prepared consolidated balance sheet and income statement covering Parent’s consolidated operations during the period, certified by a Responsible Officer and in a form acceptable to Bank, (B) as soon as available, but no later than thirty (30) days after the last day of each fiscal quarter, all notes and schedules with respect to the balance sheets and income statements described in clause (A) above applicable to such fiscal quarter, certified by a Responsible Officer and in a form acceptable to Bank, and (C) as soon as available, but no later than thirty (30) days after the last day of each fiscal quarter, a company prepared consolidating balance sheet and income statement covering the operations of Parent and its Subsidiaries, and all Subsidiaries of such Subsidiaries, and so on, during the fiscal quarter, certified by a Responsible Officer and in a form acceptable to Bank; (ii) as soon as available, but no later than one hundred twenty (120) days after the last day of Borrower’s fiscal year, audited consolidated and consolidating financial statements prepared under GAAP, consistently applied (and in all events covering Parent and its Subsidiaries, and all Subsidiaries of such Subsidiaries, and so on), together with an unqualified opinion (except that such opinion may have a “going concern” qualification) on the financial statements from an independent certified public accounting firm reasonably acceptable to Bank; (iii) within five (5) days of being made available, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt; (iv) a prompt report of any legal actions pending or threatened against Borrower or any Subsidiary that would reasonably be expected to result in damages or costs to Borrower or any Subsidiary of One Hundred Fifty Thousand Dollars ($150,000.00) or more or would reasonably be expected to have a material adverse effect on the business of the Consolidated Group, taken as a whole; (v) as soon as available, but at least annually and no later than thirty (30) days after approval thereof by Parent’s board of directors, and contemporaneously with any updates or amendments thereto, Parent’s annual financial projections, prepared on a consolidated and consolidating basis (but in any event covering Borrower), approved by Parent’s board of directors, together with any related business forecasts used in the preparation of such annual financial plans and projections; and (vi) budgets, sales projections, operating plans or other financial information reasonably requested by Bank.
(b)    Within thirty (30) days after the last day of each Reconciliation Period, deliver to Bank a Compliance Certificate signed by a Responsible Officer in the form of Exhibit A .

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(c)    Allow Bank to inspect the Collateral and audit and copy Borrower’s Books, including, but not limited to, Borrower’s Accounts, upon reasonable notice to Borrower. Such inspections or audits shall be conducted no more often than once every twelve (12) months, unless an Event of Default has occurred and is continuing. The foregoing inspections and audits shall be at Borrower’s expense. In the event Borrower and Bank schedule an audit more than ten (10) days in advance, and Borrower cancels or seeks to reschedule the audit with less than ten (10) days written notice to Bank, then (without limiting any of Bank’s rights or remedies), Borrower shall pay Bank a fee of One Thousand Dollars ($1,000.00) plus any out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling. Borrower hereby acknowledges that the first such audit will be conducted within ninety (90) days after the first Credit Extension hereunder. After the occurrence of an Event of Default, Bank may audit Borrower’s Collateral at Borrower’s expense, including, but not limited to, Borrower’s Accounts as frequently as Bank deems necessary at Borrower’s expense and at Bank’s sole and exclusive discretion, without notification to and authorization from Borrower.
(d)    Upon Bank’s request, provide a written report on any Financed Receivable, where payment of such Financed Receivable does not occur by its due date and include the reasons for the delay.
(e)    Provide Bank with, as soon as available, but no later than thirty (30) days following each Reconciliation Period, an aged listing of accounts receivable and accounts payable by invoice date, in form and detail acceptable to Bank.
(f)    Provide Bank with, as soon as available, but no later than thirty (30) days following each Reconciliation Period in which Borrower’s balance sheet reports Deferred Revenue, a Deferred Revenue report, in form and detail acceptable to Bank.
(g)    Provide Bank with, as soon as available, but no later than thirty (30) days following each Reconciliation Period, an aggregate cash report, in form acceptable to Bank.
(h)    Provide Bank with, as soon as available, but no later than thirty (30) days following each Reconciliation Period, perpetual inventory reports for the Inventory valued on a first-in, first-out basis at the lower of cost or market (in accordance with GAAP) or such other inventory reports as are requested by Bank in its good faith business judgment, in form acceptable to Bank.
(i)    Provide Bank prompt written notice of (i) any material change in the composition of the Intellectual Property, (ii) the registration of any Copyright, including any subsequent ownership right of Borrower in or to any Copyright, Patent or Trademark not previously disclosed in writing to Bank, and (iii) Borrower’s knowledge of an event that would reasonably be expected to materially and adversely affect the value of the Intellectual Property.
(j)    Provide Bank with, within five (5) days of filing, copies of all reports on Form 10-K, 10-Q and 8‑K with respect to Parent filed with the SEC or a link thereto on Parent’s or another website on the internet (the “ SEC Reports ”).
6.3    Taxes . Make, and cause each Subsidiary to make, timely payment of all foreign, federal, state, and local taxes or assessments (other than taxes and assessments which Borrower is contesting in good faith, with adequate reserves maintained in accordance with GAAP) and will deliver to Bank, on demand, appropriate certificates attesting to such payments.
6.4    Insurance . Keep its business and the Collateral insured for risks and in amounts standard for companies in Borrower’s industry, stage of development and location, and as Bank may reasonably request. Insurance policies shall be in a form, with companies, and in customary amounts that are reasonably satisfactory to Bank. All property policies shall have a lender’s loss payable endorsement showing Bank as the sole lender loss payee and waive subrogation against Bank, and all liability policies of Borrower shall show, or have endorsements showing, Bank as an additional insured. All policies (or the lender loss payable and additional insured endorsements) shall provide that the insurer shall endeavor to give Bank at least twenty (20) days notice before canceling, amending, or declining to renew its policy. At Bank’s request, Borrower shall deliver certified copies of policies and evidence of all premium payments. Proceeds payable under any policy shall, at Bank’s option, be payable to Bank on account of the Obligations.

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If Borrower fails to obtain insurance as required under this Section 6.4 or to pay any amount or furnish any required proof of payment to third persons and Bank, Bank may make all or part of such payment or obtain such insurance policies required in this Section 6.4, and take any action under the policies Bank deems prudent.
6.5    Accounts
(a)    To permit Bank to monitor Borrower’s financial performance and condition, Borrower and all of Borrower’s Subsidiaries shall maintain all of Borrower’s and such Subsidiaries’ depository, operating and securities/investment accounts with Bank and Bank’s Affiliates; provided, however, if Bank is unable to provide such banking services to Borrower, Borrower may maintain operating accounts with Royal Bank of Scotland plc in the United Kingdom. Nothing herein shall limit the requirement in Section 2.9 that Borrower maintain the Blocked Account at all times.
(b)    Provide Bank five (5) days prior written notice before establishing any Collateral Account at or with any bank or financial institution other than Bank. For each Collateral Account that Borrower at any time maintains in the United States, Borrower shall cause the applicable bank or financial institution (other than Bank) at or with which any Collateral Account is maintained to execute and deliver a Control Agreement or other appropriate instrument with respect to such Collateral Account to perfect Bank’s Lien in such Collateral Account in accordance with the terms hereunder, which Control Agreement may not be terminated without the prior written consent of Bank. The provisions of the previous sentence shall not apply to deposit accounts exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of Borrower’s employees and identified to Bank by Borrower as such.
6.6    Inventory; Returns . Keep all Inventory in good and marketable condition, free from material defects. Returns and allowances between Borrower and its Account Debtors shall follow Borrower’s customary practices as they exist at the Effective Date or as modified from time to time with notice thereof to Bank. Borrower must promptly notify Bank of all returns, recoveries, disputes and written claims that involve more than One Hundred Thousand Dollars ($100,000.00).
6.7    Financial Covenant - Adjusted Quick Ratio . Maintain at all times, to be tested as of the last day of each month, an Adjusted Quick Ratio, as calculated on a consolidated basis with respect to Parent and its Subsidiaries (and the Subsidiaries of such Subsidiaries, and so on), of at least 1.50 to 1.0.
6.8    Protection and Registration of Intellectual Property Rights
(a)     (i) Except as may be reasonably determined to be appropriate by Borrower in the ordinary course of business, protect, defend and maintain the validity and enforceability of its Intellectual Property; (ii) promptly after obtaining knowledge thereof, advise Bank in writing of material infringements of its Intellectual Property; and (iii) not allow any Intellectual Property material to Borrower’s business to be abandoned, forfeited or dedicated to the public without Bank’s written consent.
(b)    If Borrower (i) obtains any Patent, registered Trademark, registered Copyright, registered mask work, or any pending application for any of the foregoing, whether as owner, licensee or otherwise, or (ii) applies for any Patent or the registration of any Trademark, in the case of (i) and (ii) that has not previously been disclosed in writing to Bank, then Borrower shall promptly provide written notice thereof to Bank and shall promptly execute such intellectual property security agreements and other documents and take such other actions as Bank shall request in its good faith business judgment to perfect and maintain a first priority Lien in favor of Bank in such property. If Borrower decides to register any Copyrights or mask works in the United States Copyright Office or the UK equivalent thereof, that have not previously been disclosed to the Bank in writing, then Borrower shall: (x) provide Bank with at least fifteen (15) days prior written notice of Borrower’s intent to register such Copyrights or mask works together with a copy of the application it intends to file with the United States Copyright Office or the UK equivalent thereof (excluding exhibits thereto); (y) execute an intellectual property security agreement and such other documents and take such other actions as Bank may request in its good faith business judgment to perfect and maintain a first priority Lien in favor of Bank in the Copyrights or mask works intended to be registered with the United States Copyright Office or the UK equivalent thereof; and (z) record such intellectual property security agreement with the United States Copyright Office

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or the UK equivalent promptly after filing the Copyright or mask work application(s) with the United States Copyright Office or the UK equivalent thereof. Borrower shall promptly provide to Bank copies of all applications that it files for Patents or for the registration of Trademarks, Copyrights or mask works, together with evidence of the recording of the intellectual property security agreement and other documents necessary for Bank to perfect and maintain a first priority Lien in such property.
(c)    Provide written notice to Bank within ten (10) days of entering or becoming bound by any Restricted License (other than over-the-counter software that is commercially available to the public). Borrower shall take such steps as Bank reasonably requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for (i) any Restricted License to be deemed “Collateral” and for Bank to have a Lien in it that might otherwise be restricted or prohibited by law or by the terms of any such Restricted License, whether now existing or entered into in the future, and (ii) Bank to have the ability in the event of a liquidation of any Collateral to dispose of such Collateral in accordance with Bank’s rights and remedies under this Agreement and the other Loan Documents.
6.9    Litigation Cooperation . From the Effective Date and continuing through the termination of this Agreement, make available to Bank, without expense to Bank, Borrower and its officers, employees and agents and Borrower’s Books, to the extent that Bank may deem them reasonably necessary to prosecute or defend any third-party suit or proceeding instituted by or against Bank with respect to any Collateral or relating to Borrower.
6.10    Further Assurances . Execute any further instruments and take further action as Bank reasonably requests to perfect or continue Bank’s Lien in the Collateral or to effect the purposes of this Agreement.
6.11    Post-Closing Covenant . Borrower shall deliver to Bank, on or before the date that is thirty (30) days from the Effective Date, each in form and substance satisfactory to Bank:
(a) evidence satisfactory to Bank that the insurance policies of Parent required by Section 3.4 of the Parent Security Agreement are in full force and effect, together with appropriate evidence showing lender loss payable and additional insured clauses and cancellation notice to Bank (including certificates on Acord 25 and Acord 28 forms and endorsements to the policies reflecting the same);
(b) evidence satisfactory to Bank that the insurance policies required by Section 6.4 of this Agreement are in full force and effect, together with appropriate evidence showing lender loss payable and additional insured clauses and cancellation notice to Bank;
(c) copies of search results (obtained by a third party commercial search company) evidencing all of Parent’s intellectual property assets registered, or applied for registration, with the U.S. Copyright Office and/or the U.S. Patent and Trademark Office and evidencing that such assets are free and clear of all liens, encumbrances and security interest filings;
(d) a landlord’s consent in favor of Bank for each of Parent’s leased locations, by the respective landlord thereof; and
(e) a bailee’s/warehouseman’s waiver in favor of Bank, for each location where Borrower and/or Parent maintains property with a third party (and in any event including Borrower’s and Parent’s location with Arvato), by each such third party.
7    NEGATIVE COVENANTS
Borrower shall not do any of the following without Bank’s prior written consent.
7.1    Dispositions . Convey, sell, lease, transfer, assign, or otherwise dispose of (collectively a “ Transfer ”), or permit any of its Subsidiaries to Transfer, all or any part of its business or property, except for Transfers (a) of Inventory in the ordinary course of business; (b) of worn-out or obsolete Equipment; (c) in connection with Permitted Liens and Permitted Investments; (d) of non-exclusive licenses for the use of the property of Borrower or its Subsidiaries in the ordinary course of business and licenses that do not result in a legal transfer of title of the licensed property but

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that may be exclusive in respects other than territory; and (e) to Alimera Sciences B.V. or AS C.V. of Intellectual Property that is not registered in the United States and does not arise under United States law to the extent that Bank has a first priority perfected security interest in the assets of the applicable transferee unless the failure to have such first priority perfected security interest is a result of any action taken by, or inaction on the part of, Bank.
7.2    Changes in Business, Management, Ownership, or Business Locations . (a) Engage in or permit any of its Subsidiaries to engage in any business other than the businesses currently engaged in by Borrower and such Subsidiary, as applicable, or reasonably related thereto; (b) liquidate or dissolve; or (c) (i) have a change in Parent’s management such that any Key Person ceases to hold such office with Parent and a replacement satisfactory to Parent’s board of directors is not made within ninety (90) days after their departure from Parent; or (ii) enter into any transaction or series of related transactions in which the shareholders of Borrower who were not shareholders immediately prior to the first such transaction own more than forty-nine percent (49.0%) of the voting shares of Borrower immediately after giving effect to such transaction or related series of such transactions (other than by the sale of Borrower’s equity securities in a public offering or to venture capital investors so long as Borrower identifies to Bank the venture capital investors prior to the closing of the transaction and provides to Bank a description of the material terms of the transaction).
Borrower shall not, without at least thirty (30) days prior written notice to Bank: (1) add any new offices or business locations, including warehouses (unless such new offices or business locations contain less than Twenty Five Thousand Dollars ($25,000.00) in Borrower’s assets or property), (2) change its jurisdiction of organization, (3) change its organizational structure or type, (4) change its legal name, (5) change any organizational number (if any) assigned by its jurisdiction of organization, or (6) deliver any portion of the Collateral to a bailee, unless (i) such bailee location contains less than Twenty Five Thousand Dollars ($25,000.00) in Borrower’s assets or property and (ii) Bank and such bailee are parties to a bailee agreement governing both the Collateral and the location to which Borrower intends to deliver the Collateral.
Borrower hereby agrees upon Borrower adding any new office or business location, including any warehouse, Borrower will cause its landlord to enter into a landlord consent in favor of Bank prior to such new office or business location containing Twenty Five Thousand Dollars ($25,000.00) of Collateral.
Borrower hereby agrees that prior to Borrower delivering any Collateral to a bailee, to the extent that, after giving effect to such delivery, the value of all Collateral maintained with such bailee exceeds One Hundred Thousand Dollars ($100,000.00), Borrower shall cause such bailee to execute and deliver a bailee agreement in form and substance satisfactory to Bank.
7.3    Mergers or Acquisitions . Merge or consolidate, or permit any of its Subsidiaries to merge or consolidate, with any other Person, or acquire, or permit any of its Subsidiaries to acquire, all or substantially all of the stock, share capital or property of another Person. Notwithstanding the foregoing, a Subsidiary may merge or consolidate into another Subsidiary or into Borrower or Parent.
7.4    Indebtedness . Create, incur, assume, or be liable for any Indebtedness, or permit any Subsidiary to do so, other than Permitted Indebtedness.
7.5    Encumbrance . Create, incur, allow, or suffer any Lien on any of its property, or assign or convey any right to receive income, including the sale of any Accounts, or permit any of its Subsidiaries to do so, except for Permitted Liens, or permit any Collateral not to be subject to the first priority security interest in favor of Bank, or enter into any agreement, document, instrument or other arrangement (except with or in favor of Bank) with any Person which directly or indirectly prohibits or has the effect of prohibiting Borrower or any Subsidiary from assigning, mortgaging, pledging, granting a Lien in, over or upon, or encumbering any of Borrower’s or any Subsidiary’s Intellectual Property, except as is otherwise permitted in Section 7.1 of this Agreement and the definition of “Permitted Liens” herein.
7.6    Maintenance of Collateral Accounts . Maintain any Collateral Account except pursuant to the terms of Section 6.5 of this Agreement.

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7.7    Distributions; Investments . (a) Except as set forth in subsection (d) of the definition of Permitted Investments, pay any dividends (other than dividends payable solely in common stock) or make any distribution or payment on or redeem, retire or purchase any capital stock provided that (i) Borrower may convert any of its convertible securities into other securities pursuant to the terms of such convertible securities or otherwise in exchange thereof, and (ii) Borrower may repurchase the shares of current or former employees, officers, directors or consultants pursuant to share repurchase agreements so long as an Event of Default does not exist at the time of any such repurchase and would not exist after giving effect to any such repurchase, provided all such repurchases do not exceed Two Hundred Fifty Thousand Dollars ($250,000.00) in the aggregate per fiscal year; (b) directly or indirectly acquire or own any Person, or make any Investment in any Person other than Permitted Investments, or permit any of its Subsidiaries to do so; or (c) make any transfer, payment, distribution, loan or advance to Parent, Alimera Sciences B.V. or AS C.V. at any time that Bank does not have a first priority perfected security interest in the assets of the applicable transferee other than as a result of any action taken by, or inaction on the part of, Bank.
7.8    Transactions with Affiliates . Directly or indirectly enter into or permit to exist any material transaction with any Affiliate of Borrower, except for transactions that are (a) in existence on the Effective Date or (b) in the ordinary course of Borrower’s business, upon fair and reasonable terms that are no less favorable to Borrower than would be obtained in an arm’s length transaction with a non-affiliated Person.
7.9    Subordinated Debt . (a) Make or permit any payment on any Subordinated Debt, except under the terms of the subordination, intercreditor, or other similar agreement to which such Subordinated Debt is subject, or (b) amend any provision in any document relating to the Subordinated Debt which would increase the amount owed by Borrower thereof, shorten the maturity thereof, increase the rate of interest applicable thereto or adversely affect the subordination thereof to Obligations owed to Bank.
7.10    Compliance . Become an “investment company” or a company controlled by an “investment company”, under the Investment Company Act of 1940, as amended, or undertake as one of its important activities extending credit to purchase or carry margin stock (as defined in Regulation U of the Board of Governors of the Federal Reserve System), or use the proceeds of any Credit Extension for that purpose; fail to meet the minimum funding requirements of ERISA, permit a Reportable Event or Prohibited Transaction, each as defined in ERISA, to occur; fail to comply with the Federal Fair Labor Standards Act or violate any other law or regulation, if the violation would reasonably be expected to have a material adverse effect on the business of the Consolidated Group, taken as a whole, or permit any of its Subsidiaries to do so; withdraw or permit any Subsidiary to withdraw from participation in, permit partial or complete termination of, or permit the occurrence of any other event with respect to, any present pension, profit sharing and deferred compensation plan which would reasonably be expected to result in any liability of Borrower, including any liability to the Pension Benefit Guaranty Corporation or its successors or any other governmental agency.
8    EVENTS OF DEFAULT
Any one of the following shall constitute an event of default (an “ Event of Default ”) under this Agreement:
8.1    Payment Default . Borrower fails to (a) make any payment of principal, interest or Finance Charges on any Credit Extension, or any payment of the Unused Line Fee, in each case on its respective due date, or (b) pay any other Obligations within three (3) Business Days after such Obligations are due and payable (which three (3) Business Day cure period shall not apply to payments due on the Maturity Date or the Term Loan Maturity Date). During the cure period, the failure to cure the payment default is not an Event of Default (but no Credit Extension will be made during the cure period);
8.2    Covenant Default. Borrower fails or neglects to perform any obligation in Section 2.9 or Sections 6.2, 6.3, 6.4, 6.5, 6.7, 6.8 or 6.11 of this Agreement or violates any covenant in Section 7 of this Agreement or fails or neglects to perform, keep, or observe any other material term, provision, condition, covenant or agreement contained in this Agreement, any Loan Documents and as to any default under such other material term, provision, condition, covenant or agreement that can be cured, has failed to cure the default within ten (10) days after the occurrence thereof; provided, however, grace and cure periods provided under this Section 8.2 shall not apply to financial covenants or any other covenants that are required to be satisfied, completed or tested by a date certain;

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8.3    Material Adverse Change . A Material Adverse Change occurs;
8.4    Attachment; Levy; Restraint on Business
(a) (i) The service of process seeking to attach, by trustee or similar process, any funds of Borrower or of any entity under the control of Borrower (including a Subsidiary) on deposit or otherwise maintained with Bank or any Bank Affiliate, or (ii) a notice of lien or levy is filed against any of Borrower’s assets by any government department or agency, and the same under subclauses (i) and (ii) hereof are not, within ten (10) days after the occurrence thereof, discharged or stayed (whether through the posting of a bond or otherwise); provided, however , no Credit Extensions shall be made during any ten (10) day cure period; or
(b) (i) any material portion of Borrower’s assets is attached, seized, levied on, or comes into possession of a trustee or receiver or similar officer, or (ii) any court order enjoins, injuncts, restrains, or prevents Borrower from conducting any material part of its business;
8.5    Insolvency . If any of the following occurs in respect of Borrower or any Subsidiary: (a) it is, or is deemed for the purposes of any law to be, unable to pay its debts as they fall due or otherwise insolvent without having to make any proof to the satisfaction of the court under section 123(2) of the Insolvency Act 1986; (b) it admits its inability to pay its debts as they fall due; (c) it suspends making payments on any of its debts or announces an intention to do so; (d) a moratorium is declared in respect of any of its indebtedness; (e) by reason of actual or anticipated inability to pay debts as they fall due or insolvency it begins negotiations with any creditor for the rescheduling of any of its indebtedness; or (f) the value of its assets is less than its liabilities (taking into account its prospective and contingent liabilities);
8.6    Insolvency Proceedings . If an Insolvency Proceeding is begun against Borrower and, to the extent that Borrower satisfies Bank that it is a vexatious or frivolous winding-up petition, it not dismissed or stayed before the petition is advertised and in any event within fourteen (14) days (but no Credit Extensions shall be made until any Insolvency Proceeding is dismissed);
8.7    Other Agreements . There is, under any agreement to which Borrower or any Guarantor is a party with a third party or parties, (a) any default resulting in a right by such third party or parties, whether or not exercised, to accelerate the maturity of any Indebtedness in an amount individually or in the aggregate in excess of Two Hundred Fifty Thousand Dollars ($250,000.00); or (b) any default by Borrower or Guarantor, the result of which would reasonably be expected to have a material adverse effect on the business of the Consolidated Group, taken as a whole;
8.8    Judgments . One or more final judgments, orders, or decrees for the payment of money in an amount, individually or in the aggregate, of at least One Hundred Thousand Dollars ($100,000.00) (not covered by independent third-party insurance as to which liability has been accepted by such insurance carrier) shall be rendered against Borrower and the same are not, within ten (10) days after the entry thereof, discharged or execution thereof stayed or bonded pending appeal, or such judgments are not discharged prior to the expiration of any such stay (provided that no Credit Extensions will be made prior to the discharge, stay, or bonding of such judgment, order, or decree);
8.9    Misrepresentations . Borrower or any Person acting for Borrower makes any representation, warranty, or other statement now or later in this Agreement, any Loan Document or in any writing delivered to Bank or to induce Bank to enter this Agreement or any Loan Document, and such representation, warranty, or other statement is incorrect in any material respect when made (it being recognized by Bank that the projections and forecasts provided by Borrower in good faith and based upon reasonable assumptions are not viewed as facts and that actual results during the period or periods covered by such projections and forecasts may differ from the project or forecasted results);
8.10    Subordinated Debt . A default or breach by Borrower occurs under any agreement between Borrower and any creditor of Borrower that signed a subordination agreement, intercreditor agreement, or other similar agreement with Bank, or any creditor that has signed such an agreement with Bank breaches any terms of the agreement;
8.11    Guaranty . (a) Any of the Parent Guaranty, the Alimera Sciences B.V. Guaranty or the AS C.V. Guaranty terminates or ceases for any reason to be in full force and effect; (b) any Guarantor does not perform any

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obligation or covenant under any of the Parent Guaranty, the Alimera Sciences B.V. Guaranty or the AS C.V. Guaranty, as applicable (provided, however, that it shall not be an Event of Default under this Section 8.11(b) if any Guarantor fails or neglects to perform any payment obligation under such Guarantor’s applicable guaranty, so long as another Guarantor has made a payment to Bank in an amount necessary to satisfy such payment obligation); (c) any circumstance described in Sections 8.4, 8.5, 8.6, 8.7 or 8.8 of this Agreement occurs with respect to any Guarantor; (d) the liquidation, winding up, or termination of existence of any Guarantor without the prior written consent of Bank; or (e) (i) a material impairment in the perfection or priority of Bank’s Lien in the collateral provided by any Guarantor (other than as a result of any action taken by, or inaction on the part of, Bank) or in the value of such collateral or (ii) a material impairment of the prospect of repayment of any material portion of the Obligations occurs with respect to the Consolidated Group, taken as a whole;
8.12    Governmental Approvals . Any Governmental Approval shall have been (a) revoked, rescinded, suspended, modified in an adverse manner or not renewed in the ordinary course for a full term or (b) subject to any decision by a Governmental Authority that designates a hearing with respect to any applications for renewal of any such Governmental Approval or that would reasonably be expected to result in the Governmental Authority taking any of the actions described in clause (a) above, and such decision or such revocation, rescission, suspension, modification or non-renewal has, or would reasonably be expected to have, a material adverse effect on the business or results of operations of the Consolidated Group, taken as a whole;
8.13    Dutch Entities . If any of AS C.V., Alimera Sciences (DE), LLC (in its capacity as general partner of AS C.V.) or Alimera Sciences B.V. owns, holds or acquires any assets other than (a) bank accounts, cash, and intellectual property, in each case in which Bank has a first priority perfected security interest (other than as a result of any action taken by, or inaction on the part of, Bank), (b) intercompany Accounts owing to any such entity from a Person in the Consolidated Group, (c) securities of any Subsidiary, including securities of a member of the Consolidated Group, and (d) other assets with an aggregate value not to exceed Two Hundred Fifty Thousand Dollars ($250,000.00) at any time, and fails to either (i) transfer such assets to any Person in the Consolidated Group (other than such entity) whereby after giving effect to such transfer Bank has a first priority perfected security interest in such assets or (ii) grant Bank a first priority perfected security interest in such assets (and deliver to Bank all documentation required by Bank in connection therewith), in the case of both (i) and (ii) within ten (10) days after such time as when it owns, holds or has acquired such assets; or
8.14    Product . (a) There has been either (i) a negative performance with respect to the Product in any material respect, or (ii) a negative margin with respect to the Product, which, in either case, causes a material impairment of the prospect of repayment of any material portion of the Obligations; (b) any Governmental Authority (including, without limitation, the Department of Health and the National Institute for Health and Care Excellence) orders the complete withdrawal of the Product from the market in any of the United Kingdom, Germany or France, or enjoins any entity in the Consolidated Group or any representative thereof from manufacturing, marketing, selling or distributing the Product in the any such market; (c) any Governmental Authority (including, without limitation, the Department of Health and the National Institute for Health and Care Excellence) revokes, suspends, rejects or withdraws any permit or license relating to the Product and necessary for the sale or distribution of the Product in any of the United Kingdom, Germany or France; or (d) the recall of the Product from the market in any of the United Kingdom, Germany or France, the voluntary withdrawal of the Product by Borrower from the market in any of the United Kingdom, Germany or France, or the occurrence of an action to discontinue the sale of the Product in any of the United Kingdom, Germany or France.
9    BANK’S RIGHTS AND REMEDIES
9.1    Rights and Remedies . When an Event of Default occurs and continues beyond any applicable grace or cure period Bank may, without notice or demand, do any or all of the following:
(a)    declare all Obligations immediately due and payable (but if an Event of Default described in Section 8.5 or Section 8.6 of this Agreement occurs, all Obligations are immediately due and payable without any action by Bank);

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(b)    stop advancing money or extending credit for Borrower’s benefit under this Agreement or under any other agreement between Borrower and Bank;
(c)    settle or adjust disputes and claims directly with Account Debtors for amounts, on terms and in any order that Bank considers advisable and notify any Person owing Borrower money of Bank’s Lien in such funds and verify the amount of such account. Borrower shall collect all payments in trust for Bank and, if requested by Bank, immediately deliver the payments to Bank in the form received from the Account Debtor, with proper endorsements for deposit;
(d)    make any payments and do any acts it considers necessary or reasonable to protect its Lien in the Collateral. Borrower shall assemble the Collateral if Bank requests and make it available as Bank designates. Bank may enter premises where the Collateral is located, take and maintain possession of any part of the Collateral, and pay, purchase, contest, or compromise any Lien which appears to be prior or superior to its Lien and pay all expenses incurred. Borrower grants Bank a license to enter and occupy any of its premises, without charge, to exercise any of Bank’s rights or remedies;
(e)    apply to the Obligations any (i) balances and deposits of Borrower it holds, or (ii) any amount held by Bank owing to or for the credit or the account of Borrower;
(f)    ship, reclaim, recover, store, finish, maintain, repair, prepare for sale, advertise for sale, and sell the Collateral (to the extent not prohibited by law). Bank is hereby granted a non-exclusive, royalty-free license or other right to use, without charge and to the extent not prohibited by law, Borrower’s labels, Patents, Copyrights, mask works, rights of use of any name, trade secrets, trade names, Trademarks, service marks, and advertising matter, or any similar property as it pertains to the Collateral, in completing production of, advertising for sale, and selling any Collateral and, in connection with Bank’s exercise of its rights under this Section 9.1, Borrower’s rights under all licenses and all franchise agreements inure to Bank’s benefit;
(g)    place a “hold” on any account maintained with Bank and/or deliver a notice of exclusive control, any entitlement order, or other directions or instructions pursuant to any Control Agreement or similar agreements providing control of any Collateral;
(h)    demand and receive possession of Borrower’s Books; and
(i)    exercise all rights and remedies available to Bank under the Loan Documents (including, without limitation, the Debenture) or at law or equity, including all remedies provided under the Code (including disposal of the Collateral pursuant to the terms thereof).
9.2    Protective Payments . If Borrower fails to obtain the insurance called for by Section 6.4 of this Agreement or fails to pay any premium thereon or fails to pay any other amount which Borrower is obligated to pay under this Agreement or any other Loan Document, Bank may obtain such insurance or make such payment, and all amounts so paid by Bank are Bank Expenses and immediately due and payable, bearing interest at the then highest rate applicable to the Obligations, and secured by the Collateral. Bank will make reasonable efforts to provide Borrower with notice of Bank obtaining such insurance at the time it is obtained or within a reasonable time thereafter. No payments by Bank are deemed an agreement to make similar payments in the future or Bank’s waiver of any Event of Default.
9.3    Bank’s Liability for Collateral . So long as Bank complies with applicable law and reasonable banking practices regarding the safekeeping of the Collateral in the possession or under the control of Bank, Bank shall not be liable or responsible for: (a) the safekeeping of the Collateral; (b) any loss or damage to the Collateral; (c) any diminution in the value of the Collateral; or (d) any act or default of any carrier, warehouseman, bailee, or other Person. Borrower bears all risk of loss, damage or destruction of the Collateral.
9.4    No Waiver; Remedies Cumulative . Bank’s failure, at any time or times, to require strict performance by Borrower of any provision of this Agreement or any other Loan Document shall not waive, affect, or diminish any right of Bank thereafter to demand strict performance and compliance herewith or therewith. No waiver hereunder

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shall be effective unless signed by the party granting the waiver and then is only effective for the specific instance and purpose for which it is given. Bank’s rights and remedies under this Agreement and the other Loan Documents are cumulative. Bank has all rights and remedies provided under the Code, by law, or in equity. Bank’s exercise of one right or remedy is not an election and shall not preclude Bank from exercising any other remedy under this Agreement or other remedy available at law or in equity, and Bank’s waiver of any Event of Default is not a continuing waiver. Bank’s delay in exercising any remedy is not a waiver, election, or acquiescence.
9.5    Demand Waiver . Borrower waives demand, notice of default or dishonor, notice of payment and nonpayment, notice of any default, nonpayment at maturity, release, compromise, settlement, extension, or renewal of accounts, documents, instruments, chattel paper, and guarantees held by Bank on which Borrower is liable.
9.6    Withholding; Gross-up . All payments to be made by Borrower under this Agreement, whether in respect of principal, interest, fees or otherwise, shall (save insofar as required by law to the contrary) be paid in full without set‑off or counterclaim and free and clear of and without any deduction or withholding or payment for or on account of any Taxes that may be imposed in the United Kingdom or any other jurisdiction from which payment may be made by Borrower under this Agreement excluding Taxes on income of Bank. If Borrower shall be required by law to effect any deduction or withholding or payment as aforesaid from or in connection with any payment made under this Agreement for the account of Bank then:

(a)    Borrower shall promptly notify Bank upon becoming aware of the relevant requirements to deduct any such deduction or withholding or payment;

(b)    Borrower shall ensure that such deduction or withholding or payment does not exceed the minimum legal liability therefor, shall remit the amount of such Tax to the appropriate Taxation authority and shall forthwith pay to Bank such additional amount as will result in the immediate receipt by Bank of the full amount which would otherwise have been receivable hereunder had no such deduction or withholding or payment been made; and

(c)    Borrower shall not later than fifty (50) days after each deduction or withholding or payment of any Taxes forward to Bank documentary evidence reasonably required by Bank in respect of the payment of any such Taxes.

9.7    Illegality. If it shall become unlawful for Bank to continue to fund or maintain any Credit Extensions, or to perform its obligations hereunder, upon demand by Bank, Borrower shall prepay the Credit Extensions in full with all accrued Finance Charges thereon and all other amounts payable by Borrower hereunder.

10    NOTICES
All notices, consents, requests, approvals, demands, or other communication by any party to this Agreement or any other Loan Document must be in writing and shall be deemed to have been validly served, given, or delivered: (a) upon the earlier of actual receipt and three (3) Business Days after deposit in the U.S. mail, first class, registered or certified mail return receipt requested, with proper postage prepaid; (b) upon transmission, when sent by electronic mail (to the email address specified therein) or facsimile transmission; (c) one (1) Business Day after deposit with a reputable overnight courier with all charges prepaid; or (d) when delivered, if hand-delivered by messenger, all of which shall be addressed to the party to be notified and sent to the address, facsimile number, or email address indicated below. Bank or Borrower may change its mailing or electronic mail address or facsimile number by giving the other party written notice thereof in accordance with the terms of this Section 10.

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If to Borrower:
Alimera Sciences Limited
 
c/o Alimera Sciences, Inc.
 
6120 Windward Parkway, Suite 290
 
Alpharetta, GA 30005
 
Attn:
Richard S. Eiswirth, Jr.
 
Fax:
(678) 990-5744
 
Email:
rick.eiswirth@alimerasciences.com
 
 
 
If to Bank:
Silicon Valley Bank
 
275 Grove Street
 
Suite 2-200
 
Newton, Massachusetts 02466
 
Attn:
Ms. Kate Leland
 
Fax:
(617) 527-0177
 
Email:
KLeland@svb.com
 
 
 
with a copy to:
Riemer & Braunstein LLP
 
Three Center Plaza
 
Boston, Massachusetts 02108
 
Attn:
David A. Ephraim, Esquire
 
Fax:
(617) 880-3456
 
Email:
DEphraim@riemerlaw.com
11    CHOICE OF LAW, VENUE AND JURY TRIAL WAIVER
New York law governs the Loan Documents (other than the Debenture, which shall be governed by the laws of England and Wales, and the Deed of Disclosed Pledge of Receivables, which shall be governed by the laws of The Kingdom of the Netherlands) without regard to principles of conflicts of law. Borrower and Bank each submit to the exclusive jurisdiction of the State and Federal courts in New York. NOTWITHSTANDING THE FOREGOING, BANK SHALL HAVE THE RIGHT TO BRING ANY ACTION OR PROCEEDING AGAINST BORROWER OR ITS PROPERTY IN THE COURTS OF ANY OTHER JURISDICTION WHICH BANK (IN ACCORDANCE WITH THE PROVISIONS OF SECTION 9.1) DEEM NECESSARY OR APPROPRIATE TO REALIZE ON THE COLLATERAL OR TO OTHERWISE ENFORCE BANK’S RIGHTS AGAINST BORROWER OR ITS PROPERTY. Borrower expressly submits and consents in advance to such jurisdiction in any action or suit commenced in any such court, and Borrower hereby waives any objection that it may have based upon lack of personal jurisdiction, improper venue, or forum non conveniens and hereby consents to the granting of such legal or equitable relief as is deemed appropriate by such court. Borrower hereby waives personal service of the summons, complaints, and other process issued in such action or suit and agrees that service of such summons, complaints, and other process may be made by registered or certified mail addressed to Borrower at the address set forth in, or subsequently provided to Borrower in accordance with, Section 10 of this Agreement and that service so made shall be deemed completed upon the earlier to occur of Borrower’s actual receipt thereof or three (3) days after deposit in the U.S. mails, proper postage prepaid.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, BORROWER AND BANK EACH WAIVE THEIR RIGHT TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR BASED UPON THIS AGREEMENT, THE LOAN DOCUMENTS OR ANY CONTEMPLATED TRANSACTION, INCLUDING CONTRACT, TORT, BREACH OF DUTY AND ALL OTHER CLAIMS. THIS WAIVER IS A MATERIAL INDUCEMENT FOR BOTH PARTIES TO ENTER INTO THIS AGREEMENT. EACH PARTY HAS REVIEWED THIS WAIVER WITH ITS COUNSEL .

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12    GENERAL PROVISIONS
12.1    Successors and Assigns . This Agreement binds and is for the benefit of the successors and permitted assigns of each party. Borrower may not assign this Agreement or any rights or obligations under it without Bank’s prior written consent (which may be granted or withheld in Bank’s discretion). Bank has the right, without the consent of or notice to Borrower, to sell, transfer, assign, negotiate, or grant participation in all or any part of, or any interest in, Bank’s obligations, rights, and benefits under this Agreement and the other Loan Documents (other than the Warrant, as to which assignment, transfer and other such actions are governed by the terms of the Warrant).
12.2    Indemnification . Borrower agrees to indemnify, defend and hold Bank and its directors, officers, employees, agents, attorneys, or any other Person affiliated with or representing Bank (each, an “ Indemnified Person ”) harmless against: (a) all obligations, demands, claims, and liabilities (collectively, “ Claims ”) claimed or asserted by any other party in connection with the transactions contemplated by the Loan Documents; and (b) all losses or expenses (including Bank Expenses) in any way suffered, incurred, or paid by such Indemnified Person as a result of or following or arising from transactions between Bank and Borrower (including reasonable attorneys’ fees and expenses), except for Claims and/or losses directly caused by such Indemnified Person’s gross negligence or willful misconduct.
12.3    Right of Set-Off . Borrower hereby grants to Bank, a lien, security interest and right of setoff as security for all Obligations to Bank, whether now existing or hereafter arising upon and against all deposits, credits, collateral and property, now or hereafter in the possession, custody, safekeeping or control of Bank or any entity under the control of Bank (including a Bank subsidiary) or in transit to any of them. At any time after the occurrence and during the continuance of an Event of Default, without demand or notice, Bank may set off the same or any part thereof and apply the same to any liability or obligation of Borrower even though unmatured and regardless of the adequacy of any other collateral securing the Obligations. ANY AND ALL RIGHTS TO REQUIRE BANK TO EXERCISE ITS RIGHTS OR REMEDIES WITH RESPECT TO ANY OTHER COLLATERAL WHICH SECURES THE OBLIGATIONS, PRIOR TO EXERCISING ITS RIGHT OF SETOFF WITH RESPECT TO SUCH DEPOSITS, CREDITS OR OTHER PROPERTY OF BORROWER, ARE HEREBY KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVED.
12.4    Time of Essence . Time is of the essence for the performance of all Obligations in this Agreement.
12.5    Intentionally Omitted .
12.6    Severability of Provisions . Each provision of this Agreement is severable from every other provision in determining the enforceability of any provision.
12.7    Amendments in Writing; Waiver; Integration . No purported amendment or modification of any Loan Document, or waiver, discharge or termination of any obligation under any Loan Document, shall be enforceable or admissible unless, and only to the extent, expressly set forth in a writing signed by the party against which enforcement or admission is sought. Without limiting the generality of the foregoing, no oral promise or statement, nor any action, inaction, delay, failure to require performance or course of conduct shall operate as, or evidence, an amendment, supplement or waiver or have any other effect on any Loan Document. Any waiver granted shall be limited to the specific circumstance expressly described in it, and shall not apply to any subsequent or other circumstance, whether similar or dissimilar, or give rise to, or evidence, any obligation or commitment to grant any further waiver. The Loan Documents represent the entire agreement about this subject matter and supersede prior negotiations or agreements. All prior agreements, understandings, representations, warranties, and negotiations between the parties about the subject matter of the Loan Documents merge into the Loan Documents.
12.8    Counterparts and Execution . This Agreement may be executed in any number of counterparts and by different parties on separate counterparts, each of which, when executed and delivered, is an original, and all taken together, constitute one Agreement. It is intended that this Agreement shall take effect as a deed in respect of Borrower notwithstanding the method of execution of this Agreement by the other parties hereto.

12.9    Survival . All covenants, representations and warranties made in this Agreement continue in full force until this Agreement has terminated pursuant to its terms and all Obligations (other than inchoate indemnity

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obligations and any other obligations which, by their terms, are to survive the termination of this Agreement) have been paid in full and satisfied. Without limiting the foregoing, except as otherwise provided in Section 4.1, the Liens granted under the Debenture or otherwise shall survive until the termination of this Agreement and all Bank Services Agreements and all Obligations have been discharged. The obligation of Borrower in Section 12.2 of this Agreement to indemnify Bank shall survive until the statute of limitations with respect to such claim or cause of action shall have run.
12.10    Confidentiality . In handling any confidential information, Bank shall exercise the same degree of care that it exercises for its own proprietary information, but disclosure of information may be made: (a) to Bank’s Subsidiaries or Affiliates (such Subsidiaries and Affiliates, together with Bank, each a “ Bank Entity ” and collectively, the “ Bank Entities ”) (provided that they agree to the terms hereof); (b) to prospective transferees or purchasers of any interest in the Credit Extensions (provided, however, Bank shall use its best efforts to obtain any prospective transferee’s or purchaser’s agreement to the terms of this Section 12.10); (c) as required by law, regulation, subpoena, or other order; (d) to Bank’s regulators or as otherwise required in connection with Bank’s examination or audit; (e) as Bank considers appropriate in exercising remedies under the Loan Documents; and (f) to third-party service providers of Bank so long as such service providers have executed a confidentiality agreement with Bank with terms no less restrictive than those contained herein. Confidential information does not include information that is: (i) either in the public domain other than as a result of Bank’s breach of this Section 12.10 or is in Bank’s possession when disclosed to Bank (through no fault of Bank); or (ii) disclosed to Bank by a third party on a nonconfidential basis if Bank does not know that the third party is prohibited from disclosing the information.

Bank Entities may use the confidential information for reporting purposes and the development and distribution of databases and market analyses so long as such confidential information is aggregated and anonymized prior to distribution unless otherwise expressly prohibited by Borrower. The provisions of the immediately preceding sentence shall survive the termination of this Agreement. The agreements provided under this Section 12.10 supersede all prior agreements, understanding, representations, warranties, and negotiations between the parties about the subject matter of this Section 12.10. In respect of confidential information provided by Borrower to Bank hereunder and Borrower’s securities, Bank agrees to comply with applicable securities laws which prohibit trading in securities based upon material non-public information.

12.11    Electronic Execution of Documents . The words “execution,” “signed,” “signature” and words of like import in any Loan Document executed by any party other than Borrower shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity and enforceability as a manually executed signature or the use of a paper-based recordkeeping systems, as the case may be, to the extent and as provided for in any applicable law, including, without limitation, any state law based on the Uniform Electronic Transactions Act.
12.12      Captions . The headings used in this Agreement are for convenience only and shall not affect the interpretation of this Agreement.
12.13      Construction of Agreement . The parties mutually acknowledge that they and their attorneys have participated in the preparation and negotiation of this Agreement. In cases of uncertainty this Agreement shall be construed without regard to which of the parties caused the uncertainty to exist.
12.14      Relationship . The relationship of the parties to this Agreement is determined solely by the provisions of this Agreement. The parties do not intend to create any agency, partnership, joint venture, trust, fiduciary or other relationship with duties or incidents different from those of parties to an arm’s-length contract.
12.15      Third Parties . Nothing in this Agreement, whether express or implied, is intended to: (a) confer any benefits, rights or remedies under or by reason of this Agreement on any persons other than the express parties to it and their respective permitted successors and assigns; (b) relieve or discharge the obligation or liability of any person not an express party to this Agreement; or (c) give any person not an express party to this Agreement any right of subrogation or action against any party to this Agreement. A Person who is not a party to this Agreement has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce or enjoy the benefit of any term of this Agreement.

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12.16    European Monetary Union . If the United Kingdom becomes a Participating Member State then during any period when two currencies or currency units may be recognized as the lawful currency or currencies units within the United Kingdom: (i) any reference in, any obligations arising under, any Loan Document to one such currency or currency unit may be converted into, or paid in, any other currency unit as is recognized as the lawful currency or currency unit in the United Kingdom; and (ii) any conversion from one such currency or currency unit shall be at the official rate of exchange or conversion rate established by legislation for the conversion of that currency or currency unit into the other, rounded in accordance with such legislation. If the United Kingdom becomes a Participating Member State this Agreement and the other Loan Document will be amended to the extent Bank (acting reasonably and after consultation with Borrower) determines is necessary to reflect the change in currency.
12.17    Conflicts . In the event of any conflict between the terms of this Agreement and the terms of any Loan Document (other than the Debenture), the terms of this Agreement shall prevail. In no event will any representation, warranty or covenant in any Loan Document (other than the Debenture) prohibit or cause Borrower to take any additional action or refrain from taking any action not required by this Agreement if and to the extent that the subject matter of the representation, warranty or covenant in the Loan Document (other than the Debenture) is dealt with in this Agreement. Any representation, warranty or covenant in this Agreement which states that Bank shall not unreasonably withhold consent shall apply to the counterpart representation, warranty or covenant in any Loan Document (other than the Debenture) (even if not specifically stated) and the parties agree that the representations, warranties and covenants in each of the Loan Documents (other than the Debenture) are not intended to be more restrictive than the counterpart representation, warranty or covenant in this Agreement.
13    DEFINITIONS
13.1    Definitions . As used in the Loan Documents, the word “shall” is mandatory, the word “may” is permissive, the word “or” is not exclusive, the words “includes” and “including” are not limiting, the singular includes the plural, and numbers denoting amounts that are set off in brackets are negative. As used in this Agreement, the following capitalized terms have the following meanings:
“ Account ” is any “account” as defined in the Code with such additions to such term as may hereafter be made, and includes, without limitation, all accounts receivable, book debts and other sums owing to Borrower.
“ Account Debtor ” is as defined in the Code and shall include, without limitation, any person liable on any Account, such as, a guarantor of the Account and any issuer of a letter of credit or banker’s acceptance.
“ Adjusted Quick Ratio ” is the ratio of (a) Quick Assets to (b) Current Liabilities minus the current portion of Deferred Revenue. For sake of clarity, the Adjusted Quick Ratio will be calculated on a consolidated basis with respect to Parent and its Subsidiaries (and the Subsidiaries of such Subsidiaries, and so on).
“ Adjustments ” are all discounts allowances, returns, recoveries, disputes, claims of any kind (including, without limitation, counterclaims or warranty claims), offsets, defenses, rights of recoupment, rights of return, or short payments, asserted by or on behalf of any Account Debtor for any Financed Receivable.
“ Advance ” is defined in Section 2.1.1 of this Agreement.
“ Advance Rate ” is eighty percent (80.0%), net of any offsets related to each specific Account Debtor, including, without limitation, Deferred Revenue and discounts, or such other percentage as Bank establishes under Section 2.1.1 of this Agreement.
“ Affiliate ” of any Person is a Person that owns or controls directly or indirectly the Person, any Person that controls or is controlled by or is under common control with the Person, and each of that Person’s senior executive officers, directors, partners, and, for any Person that is a limited liability company, that Person’s managers and members.
“ Agreement ” is defined in the preamble of this Agreement.

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“ Alimera Sciences B.V. Guaranty ” is that certain Unconditional Guaranty dated as of the Effective Date, executed by Alimera Sciences B.V. in favor of Bank, as amended, modified or restated from time to time.
“ Applicable Rate ” is a floating per annum rate equal to the Prime Rate plus two and three-quarters of one percent (2.75%).
“ AS C.V. Guaranty ” is that certain Unconditional Guaranty dated as of the Effective Date, executed by AS C.V. in favor of Bank, as amended, modified or restated from time to time.
“ Bank ” is defined in the preamble of this Agreement.
“ Bank Entities ” is defined in Section 12.10.
“ Bank Expenses ” are all audit fees and expenses, costs, and expenses (including reasonable attorneys’ fees and expenses) for preparing, amending, negotiating, administering, defending and enforcing the Loan Documents (including, without limitation, those incurred in connection with appeals or Insolvency Proceedings) or otherwise incurred with respect to Borrower or any Guarantor.
“ Bank Services ” are any products, credit services, and/or financial accommodations previously, now, or hereafter provided to Borrower or any of its Subsidiaries by Bank or any Bank Affiliate, including, without limitation, any letters of credit, cash management services (including, without limitation, merchant services, direct deposit of payroll, business credit cards, and check cashing services), interest rate swap arrangements, and foreign exchange services as any such products or services may be identified in Bank’s various agreements related thereto (each, a “ Bank Services Agreement ”).
“ Bank Services Agreement ” is defined in the definition of Bank Services.
“ Blocked Account ” is defined in Section 2.9(a) of this Agreement.
“ Borrower ” is defined in the preamble of this Agreement.
“ Borrower’s Books ” are all Borrower’s books and records including ledgers, federal and state tax returns, records regarding Borrower’s assets or liabilities, the Collateral, business operations or financial condition, and all computer programs or storage or any equipment containing such information.
“ Borrowing Resolutions ” are, with respect to any Person, those resolutions adopted by such Person’s board of directors (and, if required under the terms of such Person’s Operating Documents, shareholders) and delivered by such Person to Bank approving the Loan Documents to which such Person is a party and the transactions contemplated thereby, together with a certificate executed by its secretary on behalf of such Person certifying that (a) such Person has the authority to execute, deliver, and perform its obligations under each of the Loan Documents to which it is a party, (b) that attached as Exhibit A to such certificate is a true, correct, and complete copy of the resolutions then in full force and effect authorizing and ratifying the execution, delivery, and performance by such Person of the Loan Documents to which it is a party, (c) the name(s) of the Person(s) authorized to execute the Loan Documents on behalf of such Person, together with a sample of the true signature(s) of such Person(s), and (d) that Bank may conclusively rely on such certificate unless and until such Person shall have delivered to Bank a further certificate canceling or amending such prior certificate.
“ Business Day ” is any day that is not a Saturday, Sunday, a day on which Bank is closed or a day on which lending banks are closed for general business in the City of London, United Kingdom.
“ Cash Equivalents ” means (a) marketable direct obligations issued or unconditionally guaranteed by the United States or any agency or any State thereof having maturities of not more than one (1) year from the date of acquisition; (b) commercial paper maturing no more than one (1) year after its creation and having the highest rating from either Standard & Poor’s Ratings Group or Moody’s Investors Service, Inc.; and (c) Bank’s certificates of deposit issued maturing no more than one (1) year after issue.

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“ Claims ” is defined in Section 12.2 of this Agreement.
“ Co-Lender Loan Agreement ” is that certain Loan and Security Agreement by and among Parent, Bank and MidCap Funding III, LLC dated as of October 14, 2010, as amended.
“ Code ” is (a) with respect to any assets located in the United States, and for purposes of the definitions in this Section 13.1, the Uniform Commercial Code, as the same may, from time to time, be enacted and in effect in the State of New York; provided, that, to the extent that the Code is used to define any term herein or in any Loan Document and such term is defined differently in different Articles or Divisions of the Code, the definition of such term contained in Article or Division 9 shall govern; provided further, that in the event that, by reason of mandatory provisions of law, any or all of the attachment, perfection, or priority of, or remedies with respect to, Bank’s Lien on any Collateral is governed by the Uniform Commercial Code in effect in a jurisdiction other than the State of New York, the term “ Code ” shall mean the Uniform Commercial Code as enacted and in effect in such other jurisdiction solely for purposes of the provisions thereof relating to such attachment, perfection, priority, or remedies and for purposes of definitions relating to such provisions, and (b) with respect to any assets located outside of the United States, any applicable law.
“ Collateral ” is any and all properties, rights and assets of Borrower subject to a Lien granted by Borrower to Bank, including, without limitation, the “Collateral” as defined in the Debenture.
“ Collateral Account ” is any Deposit Account, Securities Account, or Commodity Account.
“ Collections ” are all funds received by Bank from or on behalf of an Account Debtor for Financed Receivables.
“ Commodity Account ” is any “commodity account” as defined in the Code with such additions to such term as may hereafter be made.
“ Compliance Certificate ” is attached as Exhibit A .
“ Consolidated Group ” means, collectively, (a) Borrower and (b) in each case to the extent that Bank has a first priority perfected security interest in the assets of such Person (unless the failure to have such first priority perfected security interest is a result of any action taken by, or inaction on the part of, Bank), Parent, Alimera Sciences B.V. and AS C.V.
“ Contingent Obligation ” is, for any Person, any direct or indirect liability, contingent or not, of that Person for (a) any indebtedness, lease, dividend, letter of credit or other obligation of another such as an obligation directly or indirectly guaranteed, endorsed, co‑made, discounted or sold with recourse by that Person, or for which that Person is directly or indirectly liable; (b) any obligations for undrawn letters of credit for the account of that Person; and (c) all obligations from any interest rate, currency or commodity swap agreement, interest rate cap or collar agreement, or other agreement or arrangement designated to protect a Person against fluctuation in interest rates, currency exchange rates or commodity prices; but “Contingent Obligation” does not include endorsements in the ordinary course of business. The amount of a Contingent Obligation is the stated or determined amount of the primary obligation for which the Contingent Obligation is made or, if not determinable, the maximum reasonably anticipated liability for it determined by the Person in good faith; but the amount may not exceed the maximum of the obligations under any guarantee or other support arrangement.
“ Control Agreement ” is any control agreement entered into among the depository institution at which Borrower maintains a Deposit Account or the securities intermediary or commodity intermediary at which Borrower maintains a Securities Account or a Commodity Account, Borrower, and Bank pursuant to which Bank obtains control (within the meaning of the Code) over such Collateral Account.
“ Copyrights ” are any and all copyright rights, copyright applications, copyright registrations and like protections in each work of authorship and derivative work thereof, whether published or unpublished and whether or not the same also constitutes a trade secret.

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“ Credit Extension ” is any Advance, the Term Loan or any other extension of credit by Bank for Borrower’s benefit.
“ Current Liabilities ” are all obligations and liabilities to Bank, plus, without duplication, the aggregate amount of Total Liabilities that mature within one (1) year.
“ Debenture ” means that certain debenture dated as of the Effective Date between Borrower and Bank, as amended and/or restated, supplemented or otherwise varied from time to time.
“ Deed of Disclosed Pledge of Receivables ” is that certain Deed of Disclosed Pledge of Receivables dated as of the Effective Date, by and among (a) Alimera Sciences (DE), LLC, acting in its capacity of general partner of AS C.V., (b) Alimera Sciences B.V., (c) Borrower, (d) Parent and (e) Bank, as amended, modified or restated from time to time.
“ Default Rate ” is a per annum rate of interest which is four percent (4.0%) above the rate that is then in effect.
“ Deferred Revenue ” is all amounts received or invoiced, as appropriate, in advance of performance under contracts and not yet recognized as revenue.
“ Deposit Account ” is any “deposit account” as defined in the Code with such additions to such term as may hereafter be made.
“ Dollar Equivalent ” is, at any time, (a) with respect to any amount denominated in Dollars, such amount, and (b) with respect to any amount denominated in a Foreign Currency, the equivalent amount therefor in Dollars as determined by Bank at such time on the basis of the then-prevailing rate of exchange in San Francisco, California, for sales of the Foreign Currency for transfer to the country issuing such Foreign Currency.
“ Dollars , ” “ dollars ” or use of the sign “ $ ” means only lawful money of the United States and not any other currency, regardless of whether that currency uses the “$” sign to denote its currency or may be readily converted into lawful money of the United States.
“ Early Termination Fee ” is defined in Section 2.1.1(f) of this Agreement.
“ Effective Date ” is defined in the preamble of this Agreement.
“ Eligible Accounts ” are billed Accounts in the ordinary course of Borrower’s business that meet all Borrower’s representations and warranties in Section 5.3 of this Agreement, have been, at the option of Bank, confirmed in accordance with Section 2.1.1(d) of this Agreement, and are due and owing from Account Debtors deemed creditworthy by Bank in its sole discretion. Without limiting the fact that the determination of which Accounts are eligible hereunder is a matter of Bank discretion in each instance, Eligible Accounts shall not include the following Accounts (which listing may be amended or changed in Bank’s discretion with notice to Borrower):
(a)    Accounts for which the Account Debtor is Borrower’s Affiliate, officer, employee, or agent;
(b)    Accounts that the Account Debtor has not paid within ninety (90) days of invoice date regardless of invoice payment period terms, except for the Eligible Extended Accounts;
(c)    Accounts owing from an Account Debtor which does not have its principal place of business in the United Kingdom, Germany or France, unless otherwise approved by Bank in writing on a case-by-case basis in its sole discretion;
(d)    Accounts billed and/or payable outside of the United Kingdom, unless such Accounts are (i) (A) governed by, and arise under, the laws of England and Wales, (B) owned by Borrower and (C) payable to, and actually collected by, Borrower in the United Kingdom or (ii) otherwise approved by Bank in writing on a case-by-case basis in its sole discretion;

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(e)    Accounts owing from an Account Debtor to the extent that Borrower is indebted or obligated in any manner to the Account Debtor (as creditor, lessor, supplier or otherwise - sometimes called “contra” accounts, accounts payable, customer deposits or credit accounts), with the exception of customary credits, adjustments and/or discounts given to an Account Debtor by Borrower in the ordinary course of its business;
(f)    Accounts owing from an Account Debtor which is a United States government entity or any department, agency, or instrumentality thereof unless Borrower has assigned its payment rights to Bank and the assignment has been acknowledged under the Federal Assignment of Claims Act of 1940, as amended;
(g)    Accounts for demonstration or promotional equipment, or in which goods are consigned, or sold on a “sale guaranteed”, “sale or return”, “sale on approval”, or other terms if Account Debtor’s payment may be conditional;
(h)    Accounts owing from an Account Debtor where goods or services have not yet been rendered to the Account Debtor (sometimes called memo billings or pre-billings);
(i)    Accounts subject to contractual arrangements between Borrower and an Account Debtor where payments shall be scheduled or due according to completion or fulfillment requirements where the Account Debtor has a right of offset for damages suffered as a result of Borrower’s failure to perform in accordance with the contract (sometimes called contracts accounts receivable, progress billings, milestone billings, or fulfillment contracts);
(j)    Accounts owing from an Account Debtor the amount of which may be subject to withholding based on the Account Debtor’s satisfaction of Borrower’s complete performance (but only to the extent of the amount withheld; sometimes called retainage billings);
(k)    Accounts subject to trust provisions, subrogation rights of a bonding company, or a statutory trust;
(l)    Accounts owing from an Account Debtor that has been invoiced for goods that have not been shipped to the Account Debtor unless Bank, Borrower, and the Account Debtor have entered into an agreement acceptable to Bank in its sole discretion wherein the Account Debtor acknowledges that (i) it has title to and has ownership of the goods wherever located, (ii) a bona fide sale of the goods has occurred, and (iii) it owes payment for such goods in accordance with invoices from Borrower (sometimes called “bill and hold” accounts);
(m)    Accounts for which the Account Debtor has not been invoiced;
(n)    Accounts that represent non-trade receivables or that are derived by means other than in the ordinary course of Borrower’s business;
(o)    Accounts subject to chargebacks or other payment deductions taken by an Account Debtor (but only to the extent of such chargeback or payment deduction);
(p)    Accounts arising from product returns and/or exchanges (sometimes called “warranty” or “RMA” accounts);
(q)    Accounts in which the Account Debtor disputes liability or makes any claim (but only up to the disputed or claimed amount), or if the Account Debtor is subject to an Insolvency Proceeding, or becomes insolvent, or goes out of business;
(r)    Accounts owing from an Account Debtor with respect to which Borrower has received Deferred Revenue (but only to the extent of such Deferred Revenue);
(s)    Accounts for which Bank in its good faith business judgment determines collection to be doubtful, including, without limitation, accounts represented by “refreshed” or “recycled” invoices;
(t)    Accounts owing from an Account Debtor, fifty percent (50.0%) or more of whose Accounts have not been paid within ninety (90) days of invoice date;

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(u)    Accounts in which Bank does not have a first priority, perfected security interest or a fixed charge, as applicable, under all applicable laws, including foreign laws.
“ Eligible Extended Accounts ” are Accounts owing from an Account Debtor which are not more than thirty (30) days past the due date but are outstanding no more than one hundred fifty (150) days of the invoice date, and are otherwise Eligible Accounts and that Bank has approved on a case by case basis in its sole and absolute discretion. 
“ Equipment ” is (a) all present and future machinery, equipment, tenant improvements, furniture, fixtures, vehicles, tools, parts and attachments in which Borrower has any interest, and (b) all “equipment” as defined in the Code with such additions to such term as may hereafter be made, and includes without limitation all machinery, fixtures, goods, vehicles (including motor vehicles and trailers), and any interest in any of the foregoing.
“ ERISA ” is the Employee Retirement Income Security Act of 1974, and its regulations.
“ Events of Default ” are set forth in Section 8 of this Agreement.
“ Exchange Act ” is the Securities Exchange Act of 1934, as amended.
“ Facility Amount ” is Eighteen Million Seven Hundred Fifty Thousand Dollars ($18,750,000.00).
“ Finance Charges ” is defined in Section 2.5 of this Agreement.
“ Financed Receivables ” are all those specific Eligible Accounts, including their proceeds which Bank finances and makes an Advance with respect thereto, as set forth in Section 2.1.1 of this Agreement. A Financed Receivable stops being a Financed Receivable (but remains Collateral) when the Advance made for the Financed Receivable has been fully paid.
“ Financed Receivable Balance ” is, with respect to each Advance, an amount equal to one hundred twenty-five percent (125.0%) of the outstanding amount of such Advance.
“ Financial Statements ” means the consolidated and consolidating financial statements of Parent and its Subsidiaries, and all Subsidiaries of such Subsidiaries, and so on, prepared in accordance with GAAP, consistently applied, including the notes and related schedules thereto, contained in the most recent SEC Reports.
“ Foreign Currency ” means lawful money of a country other than the United States.
“ Funding Date ” is the date on which the Term Loan is made to or for the account of Borrower, which shall be a Business Day.
“ GAAP ” is generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other Person as may be approved by a significant segment of the accounting profession, which are applicable to the circumstances as of the date of determination.
“ Governmental Approval ” is any consent, authorization, approval, order, license, franchise, permit, certificate, accreditation, registration, filing or notice, of, issued by, from or to, or other act by or in respect of, any Governmental Authority.
“ Governmental Authority ” is any nation or government, any state or other political subdivision thereof, any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative functions of or pertaining to government, any securities exchange and any self-regulatory organization.

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“ Guarantor ” is any of (a) Parent, (b) AS C.V. and (c) Alimera Sciences B.V., in each case for so long as such entity continues to be a guarantor of the Obligations pursuant to the Parent Guaranty, the Alimera Sciences B.V. Guaranty or the AS C.V. Guaranty, as applicable.
“ Indebtedness ” is (a) indebtedness for borrowed money or the deferred price of property or services, such as reimbursement and other obligations for surety bonds and letters of credit, (b) obligations evidenced by notes, bonds, debentures or similar instruments, (c) capital lease obligations and (d) Contingent Obligations.
“ Indemnified Person ” is defined in Section 12.2 of this Agreement.
“ Insolvency Proceeding ” means (a) any step is taken with a view to a moratorium or a composition, assignment or similar arrangement with any of a Person’s creditors; (b) a meeting of a Person’s shareholders, directors or other officers is convened for the purpose of considering any resolution for, to petition for or to make an application to or to file documents with a court or any registrar for, a Person’s winding-up, administration or dissolution or any such resolution is passed; (c) an order is made for a Person’s winding-up, administration or dissolution, or any Person presents a petition, or makes an application to or files documents with a court or any registrar, for such Person’s winding-up, administration or dissolution, or gives notice to Bank of an intention to appoint an administrator; (d) any liquidator, receiver, administrative receiver, administrator or similar officer is appointed in respect of a Person or any of such Person’s assets; or (e) a Person’s shareholders, directors or other officers request the appointment of, or give notice of their intention to appoint, a liquidator, receiver, administrator or similar officer.
“ Intellectual Property ” means all of Borrower’s right, title, and interest in and to the following:

(a) its Copyrights, Trademarks and Patents;
(b) any and all trade secrets and trade secret rights, including, without limitation, any rights to unpatented inventions, know-how, operating manuals;
(c) any and all source code;
(d) any and all design rights which may be available to Borrower;
(e) any and all claims for damages by way of past, present and future infringement of any of the foregoing, with the right, but not the obligation, to sue for and collect such damages for said use or infringement of the Intellectual Property rights identified above; and
(f)    all amendments, renewals and extensions of any of the Copyrights, Trademarks or Patents.
“ Inventory ” is all Borrower’s right, title and interest in and to “inventory” as defined in the Code in effect on the Effective Date with such additions to such term as may hereafter be made, and includes without limitation all of Borrower’s right, title and interest in and to merchandise, raw materials, parts, supplies, packing and shipping materials, work in process and finished products, including without limitation such inventory as is temporarily out of Borrower’s custody or possession or in transit and including any returned goods and any documents of title representing any of the above.
“ Investment ” is any beneficial ownership of (including stock, partnership interest or other securities) any Person, or any loan, advance or capital contribution to any Person.
“ Invoice Transmittal ” shows Eligible Accounts which Bank may finance and, for each such Account, includes the Account Debtor’s, name, address, invoice amount, invoice date and invoice number.
“ Key Person ” is either of Parent’s (a) President and Chief Executive Officer or (b) Chief Operating Officer.
“ Lien ” is a claim, mortgage, deed of trust, levy, charge, pledge, security interest or other encumbrance of any kind, whether voluntarily incurred or arising by operation of law or otherwise against any property.

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“ Loan Documents ” are, collectively, this Agreement, the Warrant, the Perfection Certificate, the Debenture, the Parent Security Agreement, the Parent Guaranty, the AS C.V. Guaranty, the Alimera Sciences B.V. Guaranty, the Deed of Disclosed Pledge of Receivables, the Parent IP Agreement, the SVB Control Agreement and any other Control Agreement, any Bank Services Agreement, the Borrowing Resolutions, any subordination agreements, any note, or notes or guaranties executed by Borrower and/or any Guarantor, and any other present or future agreement between Borrower and/or any Guarantor and/or for the benefit of Bank, all as amended, restated, or otherwise modified.
“ Loan Fees ” is defined in Section 2.4 of this Agreement.
“ Material Adverse Change ” is: (a) a material impairment in the perfection or priority of Bank’s Lien in the Collateral or in the value of such Collateral; or (b) a material impairment of the prospect of repayment of any material portion of the Obligations.
“ Maturity Date ” is June 30, 2015.
“ Maximum Availability Amount ” is Fifteen Million Dollars ($15,000,000.00).
“ Obligations ” are Borrower’s obligations to pay when due any debts, principal, interest, the Early Termination Fee, the Prepayment Premium, Bank Expenses, the Loan Fees and other amounts Borrower owes Bank now or later, whether under this Agreement, the Loan Documents (other than the Warrant), or otherwise, including, without limitation, any interest accruing after Insolvency Proceedings begin and debts, liabilities, or obligations of Borrower assigned to Bank, and to perform Borrower’s duties under the Loan Documents (other than the Warrant).
“ Operating Documents ” are, for any Person, such Person’s formation documents, as certified with the Secretary of State of such Person’s state of formation on a date that is no earlier than thirty (30) days prior to the Effective Date, and, (a) if such Person is a corporation, its bylaws or memorandum and articles of association (or similar document, as the case may be) in current form, (b) if such Person is a limited liability company, its limited liability company agreement (or similar agreement), and (c) if such Person is a partnership, its partnership agreement (or similar agreement), each of the foregoing with all current amendments or modifications thereto.
“ Parent ” is Alimera Sciences, Inc., a Delaware corporation.
“ Parent Guaranty ” is that certain Unconditional Guaranty dated as of the Effective Date, executed by Parent in favor of Bank, as amended, modified or restated from time to time.
“ Parent IP Agreement ” is that certain Amended and Restated Intellectual Property Security Agreement of even date herewith by and between Parent and Bank, as amended, modified or restated from time to time.
“ Parent Security Agreement ” is that certain Security Agreement dated as of the Effective Date, by and between Parent and Bank, as amended, modified or restated from time to time.
“ Participating Member State ” means any member state of the European Communities that adopts or has adopted the euro as its lawful currency in accordance with legislation of the European Community relating to Economic and Monetary Union.
“ Patents ” means all patents, patent applications and like protections including without limitation improvements, divisions, continuations, renewals, reissues, extensions and continuations-in-part of the same.
“ Payment/Advance Form ” is that certain form attached hereto as Exhibit B .
“ Payment Date ” is the last calendar day of each month.
“ Perfection Certificate ” is defined in Section 5.1 of this Agreement.
“ Permitted Indebtedness ” is:

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(a)    Borrower’s indebtedness to Bank under this Agreement or the Loan Documents;
(b)    Indebtedness existing on the Effective Date which is shown on the Perfection Certificate;
(c)    Subordinated Debt;
(d)    Indebtedness to trade creditors incurred in the ordinary course of business;
(e)    Indebtedness secured by Permitted Liens; and
(f)    extensions, refinancing, modifications, amendments and restatements of any items of Permitted Indebtedness (a) through (e) above, provided that the principal amount thereof is not increased or the terms thereof are not modified to impose more burdensome terms upon Borrower or its Subsidiaries, as the case may be.
“ Permitted Investments ” are
(a)    Investments (including, without limitation, Subsidiaries) existing on the Effective Date which are shown on the Perfection Certificate (but specifically excluding any future Investments in any Subsidiaries unless otherwise permitted hereunder);
(b)    Investments consisting of Cash Equivalents;
(c)    Any investments administered through Bank and/or any investments permitted by Borrower’s or Parent’s investment policy, as amended from time to time, provided that, in each case, such investment policy (and any such amendment thereto) has been approved in writing by Bank; and
(d)    Investments by Borrower in, or payments by Borrower to, Parent, Alimera Sciences B.V. or AS C.V. to the extent that Bank has a first priority perfected security interest in the assets of the applicable transferee unless the failure to have such first priority perfected security interest is a result of any action taken by, or inaction on the part of, Bank.
“ Permitted Liens ” are:
(a)    Liens arising under this Agreement or other Loan Documents;
(b)    Liens for taxes, fees, assessments or other government charges or levies, either (i) not due and payable or (ii) being contested in good faith and for which Borrower maintains adequate reserves on Borrower’s Books, if they have no priority over any of Bank’s Liens provided that no notice of any such Lien has been filed or recorded under the Internal Revenue Code of 1986, as amended, and the Treasury Regulations adopted thereunder;
(c)    Liens of carriers, warehousemen, suppliers, or other Persons that are possessory in nature arising in the ordinary course of business so long as such Liens attach only to Inventory, securing liabilities in the aggregate amount not to exceed Fifty Thousand Dollars ($50,000.00) and which are not delinquent or remain payable without penalty or which are being contested in good faith and by appropriate proceedings which proceedings have the effect of preventing the forfeiture or sale of the property subject thereto;
(d)    Purchase money Liens securing no more than One Hundred Thousand Dollars ($100,000.00) in the aggregate amount outstanding (i) on equipment acquired or held by Borrower incurred for financing the acquisition of the equipment, or (ii) existing on equipment when acquired, if the Lien is confined to the property and improvements and the proceeds of the equipment;
(e)    leases or subleases of real property granted in the ordinary course of Borrower’s business (or, if referring to another Person, in the ordinary course of such Person’s business), and leases, subleases, non-exclusive licenses or sublicenses of personal property (other than Intellectual Property) granted in the ordinary course of

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Borrower’s business (or, if referring to another Person, in the ordinary course of such Person’s business), if the leases, subleases, licenses and sublicenses do not prohibit granting Bank a Lien therein;
(f)    Liens incurred in the extension, renewal or refinancing of the indebtedness secured by Liens described in (a) through (e), but any extension, renewal or replacement Lien must be limited to the property encumbered by the existing Lien and the principal amount of the indebtedness may not increase; and
(g)    Non-exclusive licenses of Intellectual Property granted to third parties in the ordinary course of business.
“ Person ” is any individual, sole proprietorship, partnership, limited liability company, joint venture, company, trust, unincorporated organization, association, corporation, institution, public benefit corporation, firm, joint stock company, estate, entity or government agency.
“ Prepayment Premium ” is, with respect to the Term Loan, an additional fee payable to Bank in an amount equal to, for a prepayment of the Term Loan made (a) on or prior to the first (1 st ) anniversary of the Term Loan Amortization Date, three percent (3.0%) of the principal amount of the Term Loan outstanding immediately prior to such prepayment, (b) after the first (1 st ) anniversary of the Term Loan Amortization Date but on or prior to the second (2 nd ) anniversary of the Term Loan Amortization Date, two percent (2.0%) of the principal amount of the Term Loan outstanding immediately prior to such prepayment, and (c) after the second (2 nd ) anniversary of the Term Loan Amortization Date, Zero Dollars ($0.00), provided that any applicable Prepayment Premium shall be reduced by fifty percent (50.0%) in the event that the prepayment of the Term Loan occurs as a condition precedent to, in connection with or immediately following the closing of the acquisition of Borrower (either alone or in connection with the acquisition of Parent or any other member of the Consolidated Group) by a non-affiliated third party, provided that no Event of Default has occurred and is continuing.
“ Prime Rate ” is Bank’s most recently announced “prime rate,” even if it is not Bank’s lowest rate.
“ Product ” means the sustained release intravitreal implant used to treat vision impairment associated with chronic diabetic macular edema considered insufficiently responsive to available therapies, which is marketed and sold by one or more members of the Consolidated Group under the name ILUVIEN.
“ Quick Assets ” is, on any date, unrestricted and unencumbered cash and net billed trade accounts receivable, determined according to GAAP.
“ Reconciliation Period ” is each calendar month.
“ Requirement of Law ” is as to any Person, the organizational or governing documents of such Person, and any law (statutory or common), treaty, rule or regulation or determination of an arbitrator or a court or other Governmental Authority in any jurisdiction, in each case applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject.
“ Responsible Officer ” is any Director of Borrower.
“ Restricted License ” is any material license or other agreement with respect to which Borrower is the licensee (a) that prohibits or otherwise restricts Borrower from granting a Lien in Borrower’s interest in such license or agreement or any other property, or (b) for which a default under or termination of could interfere with Bank’s right to sell any Collateral.

“ Securities Account ” is any “securities account” as defined in the Code with such additions to such term as may hereafter be made.
“ SEC ” shall mean the Securities and Exchange Commission, any successor thereto, and any analogous Governmental Authority.

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“ SEC Reports ” is defined as set forth in Section 6.2 of this Agreement.
“ Subordinated Debt ” is indebtedness incurred by Borrower subordinated to all of Borrower’s now or hereafter indebtedness to Bank (pursuant to a subordination, intercreditor, or other similar agreement in form and substance satisfactory to Bank entered into between Bank and the other creditor), on terms acceptable to Bank.
“ Subsidiary ” means, as to any Person, (a) a corporation, partnership, limited liability company or other entity of which shares of stock or other ownership interests having ordinary voting power (other than stock or such other ownership interests having such power only by reason of the happening of a contingency) to elect a majority of the board of directors or other managers of such corporation, partnership or other entity are at the time owned, or the management of which is otherwise controlled, directly or indirectly through one or more intermediaries, or both, by such Person, (b) a subsidiary as defined in Section 1159 of the Companies Act 2006, or (c) unless the context otherwise requires, a subsidiary undertaking within the meaning of Section 1162 of the Companies Act 2006. Unless the context otherwise requires, each reference to a Subsidiary herein shall be a reference to a Subsidiary of Borrower.
“ SVB Control Agreement ” is that certain Securities Account Control Agreement by and among SVB Securities, Apex Clearing Corporation, Parent and Bank.
“ Taxes ” means any present or future taxes, levies, duties, imposts or other charges or withholdings of a similar nature (including any penalty or interest payable in connection with any failure to pay or any delay in paying any of the same), and “ Tax ” and “ Taxation ” have a corresponding meaning.
“ Term Loan ” is defined in Section 2.1.2(a).
“ Term Loan Amortization Date ” is the date that is the first (1 st ) Payment Date following the six (6) month anniversary of the Funding Date of the Term Loan (or, if such six (6) month anniversary is on the Payment Date of a month, such date).
“ Term Loan Facility Fee ” is defined in Section 2.4 of this Agreement.
“ Term Loan Maturity Date ” is the Payment Date of the month that is the thirty-fifth (35th) month after the month in which the Term Loan Amortization Date occurs.
“ Total Liabilities ” is on any day, obligations that should, under GAAP, be classified as liabilities on Parent’s and its Subsidiaries’ consolidated balance sheets, including all Indebtedness.
“ Trademarks ” means any trademark and servicemark rights, whether registered or not, applications to register and registrations of the same and like protections, and the entire goodwill of the business of Borrower connected with and symbolized by such trademarks.
“ Transfer ” is defined in Section 7.1 of this Agreement.
“ United Kingdom ” and “ UK ” means the United Kingdom of Great Britain and Northern Ireland.
“ Unused Line Fee ” is defined in Section 2.6 of this Agreement.
“ Warrant ” is, that certain Warrant to Purchase Stock dated October 14, 2010 by and between Parent and Bank, as amended, modified or restated from time to time.
“ Working Capital Facility Fee ” is defined in Section 2.4 of this Agreement.

[Signature page follows.]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the Effective Date.
BORROWER
EXECUTED as a DEED by ALIMERA SCIENCES LIMITED
acting by a director in the presence of:
    
/s/ Richard S. Eiswirth, Jr.
Signature of director

Signature of witness
/s/ Gregg A. Griner
Print name
Gregg A. Griner
Address
c/o Gunderson Dettmer
 
850 Winter Street
 
Waltham, MA 02451 USA
Occupation
Attorney

BANK

SILICON VALLEY BANK

By:
/s/ Scott McCarty
Name:
Scott McCarty
Title:
Vice President

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EXHIBIT A


SPECIALTY FINANCE DIVISION
Compliance Certificate

I, an authorized officer of ALIMERA SCIENCES LIMITED (“ Borrower ”) certify under the Loan and Security Agreement (as amended, the “ Agreement ”) between Borrower and Silicon Valley Bank (“ Bank ”) as follows for the period ending ____________________ (all capitalized terms used herein shall have the meaning set forth in the Agreement):

Borrower represents and warrants for each Financed Receivable:

Each Financed Receivable is an Eligible Account;

Borrower is the owner with legal right to sell, transfer, assign and encumber such Financed Receivable;

The correct amount is on the Invoice Transmittal and is not disputed;

Payment is not contingent on any obligation or contract and Borrower has fulfilled all its obligations as of the Invoice Transmittal date;

Each Financed Receivable is based on an actual sale and delivery of goods and/or services rendered, is due to Borrower, is not past due or in default, has not been previously sold, assigned, transferred, or pledged and is free of any liens, security interests and encumbrances other than Permitted Liens;

There are no defenses, offsets, counterclaims or agreements for which the Account Debtor may claim any deduction or discount;

Borrower reasonably believes no Account Debtor is insolvent or subject to any Insolvency Proceedings;

Borrower has not filed or had filed against it Insolvency Proceedings and does not anticipate any filing;

Bank has the right to endorse and/or require Borrower to endorse all payments received on Financed Receivables and all proceeds of Collateral; and

No representation, warranty or other statement relating to or in respect of such Financed Receivable in any certificate or written statement given to Bank contains any untrue statement of a material fact or omits to state a material fact necessary to make the statement contained in the certificates or statement not misleading.

Additionally, Borrower represents and warrants as follows:

Borrower is a private limited company, duly incorporated and validly existing under the laws of England and Wales and has the power to carry on its business as it is now being conducted and to own its property and other assets. Each of Borrower’s Subsidiaries is duly organized and validly existing in its jurisdiction of formation and has the power to carry on its business as it is now being conducted and to own its property and other assets. The execution, delivery and performance of the Loan Documents have been duly authorized by all necessary corporate and other action, a within the corporate powers of Borrower, and do not conflict with Borrower’s organizational or constitutional documents, nor constitute an event of default under any material agreement by which Borrower is bound. Borrower



is not in default under any agreement to which or by which it or its assets are bound in which the default would reasonably be expected to cause have a material adverse effect on the business of the Consolidated Group, taken as a whole.

Borrower has good title to the Collateral, free of Liens except Permitted Liens. All inventory is in all material respects of good and marketable quality, free from material defects.

None of Borrower’s or any Subsidiary’s properties or assets have been used by Borrower or any Subsidiary or, to the best of Borrower’s knowledge, by previous Persons, in disposing, producing, storing, treating, or transporting any hazardous substance other than in material compliance with applicable laws. Borrower and each Subsidiary has timely filed all required tax returns and paid, or made adequate provision to pay, all material taxes, except those being contested in good faith with adequate reserves under GAAP. Borrower and each Subsidiary has obtained all consents, approvals and authorizations of, made all declarations or filings with, and given all notices to, all government authorities that are necessary to continue its business as currently conducted except where the failure to obtain or make such consents, declarations, notices or filings would not reasonably be expected to have a material adverse effect on the business of the Consolidated Group, taken as a whole.

Borrower is in compliance with the financial covenant(s) set forth in Section 6.7 of the Agreement. Attached are the required documents supporting the certification. The undersigned certifies that these are prepared in accordance with GAAP consistently applied from one period to the next except as explained in an accompanying letter or footnotes.

The undersigned acknowledges that no borrowings may be requested at any time or date of determination that Borrower is not in compliance with any of the terms of the Agreement, and that compliance is determined not just at the date this certificate is delivered.


Financial Covenant

Required     Actual        Compliance
Adjusted Quick Ratio              > 1.50:1.0      _____:1.0        Yes No


All other representations and warranties in the Agreement are true and correct in all material respects on this date, and Borrower represents that there is no existing Event of Default.


The following Intellectual Property was registered (or a registration application submitted) after the Effective Date. Set forth below is a list of material changes to the composition of the Intellectual Property (if no registrations or material changes, state “None”).
_________________________________________________________________________________
______________________________________________________________________________


Sincerely,

ALIMERA SCIENCES LIMITED

________________________
Signature
________________________



Title
________________________
Date
 
 



EXHIBIT B
LOAN PAYMENT/ADVANCE REQUEST FORM

DEADLINE FOR SAME DAY PROCESSING IS NOON EASTERN TIME

Fax To:     Date: _____________________

LOAN PAYMENT:
ALIMERA SCIENCES LIMITED

From Account #________________________________    To Account #__________________________________________
(Deposit Account #)                        (Loan Account #)
Principal $____________________________________    and/or Interest $________________________________________

Authorized Signature:          Phone Number:     
Print Name/Title:     


LOAN ADVANCE:

Complete Outgoing Wire Request section below if all or a portion of the funds from this loan advance are for an outgoing wire.

From Account #________________________________    To Account #__________________________________________
(Loan Account #)                        (Deposit Account #)

Amount of Term Loan $___________________________

All Borrower’s representations and warranties in the Loan and Security Agreement are true, correct and complete in all material respects on the date of the request for an advance; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date :

Authorized Signature:          Phone Number:     
Print Name/Title:     


OUTGOING WIRE REQUEST:
Complete only if all or a portion of funds from the loan advance above is to be wired.
Deadline for same day processing is noon, Eastern Time

Beneficiary Name: _____________________________    Amount of Wire: $     
Beneficiary Bank: ______________________________    Account Number:     
City and State:     

Beneficiary Bank Transit (ABA) #:          Beneficiary Bank Code (Swift, Sort, Chip, etc.):     
(For International Wire Only)




Intermediary Bank:          Transit (ABA) #:     
For Further Credit to:     

Special Instruction:     

By signing below, I (we) acknowledge and agree that my (our) funds transfer request shall be processed in accordance with and subject to the terms and conditions set forth in the agreements(s) covering funds transfer service(s), which agreements(s) were previously received and executed by me (us).


Authorized Signature: ___________________________    2 nd Signature (if required): _______________________________
Print Name/Title: ______________________________    Print Name/Title: ______________________________________
Telephone #:                      Telephone #: _____________________________









EXHIBIT 10.43
SECURITY AGREEMENT
This SECURITY AGREEMENT (this “Agreement”) is entered into as of May 7, 2013 (the “Effective Date”), by and between SILICON VALLEY BANK , a California corporation, with its principal place of business at 3003 Tasman Drive, Santa Clara, California 95054 (“Bank”) and ALIMERA SCIENCES, INC. , a Delaware corporation, with its chief executive office located at 6120 Windward Parkway, Suite 290, Alpharetta, Georgia 30005 (“Debtor”).
RECITALS
Debtor has executed and delivered to Bank a certain Unconditional Guaranty dated as of even date herewith of the obligations and liabilities of ALIMERA SCIENCES LIMITED , a company registered under the laws of England and Wales under company number 08018355 (“Borrower”), to Bank (as may be amended from time to time, the “Guaranty”). Bank has agreed to lend money to Borrower, but only upon the condition that Debtor execute and deliver this Agreement to secure the payment and performance of the Obligations in accordance with the terms of this Agreement and the Guaranty. Capitalized terms used but not otherwise defined herein shall have the same meaning as in the Loan Agreement.
AGREEMENT
The parties agree as follows:
1 CREATION OF SECURITY INTEREST
1.1      Grant of Security Interest . Debtor hereby grants Bank, to secure the payment and performance in full of all of the Obligations and the performance of each of Debtor’s duties under the Guaranty and in connection with Bank Services, a continuing security interest in, and pledges and assigns to Bank, the Collateral, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof. Debtor warrants and represents that the security interest granted herein shall be a first priority perfected security interest in the Collateral subject only to Permitted Liens that are permitted to have priority over Bank’s Liens hereunder. If Debtor shall at any time acquire a commercial tort claim, Debtor shall promptly notify Bank in a writing signed by Debtor of the brief details thereof and grant to Bank in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance satisfactory to Bank.
Debtor acknowledges that it may have previously entered, and/or may in the future enter, into Bank Services with Bank.  Regardless of the terms of any Bank Services Agreement, Debtor agrees that any amounts Debtor owes Bank thereunder shall be deemed to be Obligations hereunder and that it is the intent of Debtor and Bank to have all such Obligations secured by the first priority security interest granted herein.
If this Agreement is terminated, Bank’s lien and security interest in the Collateral shall continue until the Obligations (other than inchoate indemnity obligations) are satisfied in full, and at such time, Bank shall, at Debtor’s sole cost and expense, terminate its security interest in the Collateral and all rights therein shall revert to Debtor. In the event (a) all Obligations (other than inchoate indemnity obligations), except for Bank Services, are satisfied in full, and (b) this Agreement is terminated, Bank shall promptly, at Debtor’s sole cost and expense, terminate the security interest granted herein upon Debtor providing cash collateral acceptable to Bank in its good faith business judgment for Bank Services, if any.
1.2      Authorization to File Financing Statements . Debtor hereby authorizes Bank to file financing statements, without notice to Debtor, with all appropriate jurisdictions in order to perfect or protect Bank’s interest or rights, including a notice that any disposition of the Collateral, by either Debtor or any other Person, shall be deemed to violate the rights of Bank under the Code. Any such financing statements may indicate the Collateral as “all assets of the Debtor” or words of similar effect, or as being of an equal or lesser scope, or with greater detail, all in Bank’s discretion.


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2      REPRESENTATIONS AND WARRANTIES
Debtor represents and warrants as follows:
2.1      Due Organization and Authorization . Debtor and each of its Subsidiaries are duly existing and in good standing as Registered Organizations in their respective jurisdictions of formation and are qualified and licensed to do business and are in good standing in any jurisdiction in which the conduct of their respective business or their ownership of property requires that they be qualified except where the failure to do so would not reasonably be expected to have a material adverse effect on the business of the Consolidated Group, taken as a whole. In connection with this Agreement, Debtor has delivered to Bank a completed certificate signed by Debtor, entitled Perfection Certificate (the “Perfection Certificate”). Debtor represents and warrants to Bank that (a) Debtor’s exact legal name is that indicated on the Perfection Certificate and on the signature page hereof; (b) Debtor is an organization of the type and is organized in the jurisdiction set forth in the Perfection Certificate; (c) the Perfection Certificate accurately sets forth Debtor’s organizational identification number or accurately states that Debtor has none; (d) the Perfection Certificate accurately sets forth Debtor’s place of business, or, if more than one, its chief executive office as well as Debtor’s mailing address (if different than its chief executive office); (e) Debtor (and each of its predecessors) has not, in the past five (5) years, changed its jurisdiction of formation, organizational structure or type, or any organizational number assigned by its jurisdiction; and (f) all other information set forth on the Perfection Certificate pertaining to Debtor and each of its Subsidiaries is accurate and complete in all material respects (it being understood and agreed that Debtor may from time to time update certain information in the Perfection Certificate after the Effective Date to the extent permitted by one or more specific provisions in this Agreement). If Debtor is not now a Registered Organization but later becomes one, Debtor shall promptly notify Bank of such occurrence and provide Bank with Debtor’s organizational identification number.
The execution, delivery and performance by Debtor of the Loan Documents to which it is a party have been duly authorized by all necessary corporate and other action, are within the corporate powers of Debtor, and do not (i) conflict with any of Debtor’s organizational documents, (ii) contravene, conflict with, constitute a default under or violate any material Requirement of Law, (iii) contravene, conflict or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Debtor or any of its Subsidiaries or any of their property or assets may be bound or affected, (iv) require any action by, filing, registration, or qualification with, or Governmental Approval from, any Governmental Authority (except such Governmental Approvals which have already been obtained and are in full force and effect), or (v) constitute an event of default under any material agreement by which Debtor is bound. Debtor is not in default under any agreement to which it is a party or by which it or its assets are bound in which the default would reasonably be expected to have a material adverse effect on the business of the Consolidated Group, taken as a whole.
2.2      Collateral . Debtor has good title to, has rights in, and the power to transfer, each item of the Collateral upon which it purports to grant a Lien hereunder, free and clear of any and all Liens except Permitted Liens. Debtor has no deposit accounts other than the deposit accounts with Bank, the deposit accounts, if any, described in the Perfection Certificate delivered to Bank in connection herewith, or of which Debtor has given Bank notice and taken such actions as are necessary to give Bank a perfected security interest therein. The Accounts are bona fide, existing obligations of the Account Debtors.
All Inventory is in all material respects of good and marketable quality, free from material defects.
On the Effective Date, the Collateral is not in the possession of any third party bailee (such as a warehouse) except as disclosed in the Perfection Certificate. None of the components of the Collateral are currently being maintained at locations other than as disclosed in the Perfection Certificate on the Effective Date or as permitted pursuant to Section 4.2 of this Agreement.
Debtor is the sole owner of the Intellectual Property which it owns or purports to own except for (a) non-exclusive licenses granted to its customers in the ordinary course of business, (b) over-the-counter software that is commercially available to the public, (c) material Intellectual Property licensed to Debtor and noted on the Perfection Certificate, (d) Intellectual Property licensed to Debtor that is not material to Debtor, and (e) without limiting Section 4.1 of this Agreement, Intellectual Property that has been licensed from Debtor to one or more Subsidiaries of Debtor. Each Patent which it owns or purports to own and which is material to Debtor’s business is valid and enforceable, and


2

no part of the Intellectual Property which Debtor owns or purports to own and which is material to Debtor’s business has been judged invalid or unenforceable, in whole or in part. To Debtor’s knowledge, no claim has been made that any part of the Intellectual Property violates the rights of any third party except to the extent such claim would not reasonably be expected to have a material adverse effect on the business of the Consolidated Group, taken as a whole.
Except as noted on the Perfection Certificate, Debtor is not a party to, nor is it bound by, any Restricted License.
2.3      Litigation . There are no actions or proceedings pending or, to the knowledge of Debtor’s Responsible Officers, threatened in writing by or against Debtor or any Subsidiary in which an adverse decision would reasonably be expected to have a material adverse effect on the business of the Consolidated Group, taken as a whole.
2.4      No Material Deviation in Financial Statements and Deterioration in Financial Condition . All consolidated financial statements for Debtor and any Subsidiaries delivered or made available to Bank fairly present in all material respects Debtor’s consolidated financial condition and Debtor’s consolidated results of operations. There has not been any material deterioration in Debtor’s consolidated financial condition since the date of the most recent financial statements delivered or made available to Bank.
2.5      Solvency . The fair salable value of Debtor’s assets (including goodwill minus disposition costs) exceeds the fair value of its liabilities; Debtor is not left with unreasonably small capital after the transactions in this Agreement; and Debtor is able to pay its debts (including trade debts) as they mature.
2.6      Regulatory Compliance . Debtor is not an “investment company” or a company “controlled” by an “investment company” under the Investment Company Act of 1940, as amended. Debtor is not engaged as one of its important activities in extending credit for margin stock (under Regulations X, T and U of the Federal Reserve Board of Governors). Debtor has complied in all material respects with the Federal Fair Labor Standards Act. Debtor has not violated any laws, ordinances or rules, the violation of which would reasonably be expected to have a material adverse effect on the business of the Consolidated Group, taken as a whole. None of Debtor’s or any Subsidiary’s properties or assets has been used by Debtor or any Subsidiary or, to Debtor’s knowledge, by previous Persons, in disposing, producing, storing, treating, or transporting any hazardous substance other than in material compliance with applicable laws. Debtor and each of its Subsidiaries have obtained all consents, approvals and authorizations of, made all declarations or filings with, and given all notices to, all Governmental Authorities that are necessary to continue their respective businesses as currently conducted.
2.7      Subsidiaries . Debtor does not own any stock, partnership interest or other equity securities except for Permitted Investments.
2.8      Tax Returns and Payments; Pension Contributions . Debtor and each Subsidiary have timely filed all required tax returns and reports, and Debtor and each Subsidiary have timely paid when due and payable or duly filed a valid extension therewith all foreign, federal, state, and local taxes, assessments, deposits and contributions owed by Debtor and each Subsidiary. Debtor may defer payment of any contested taxes, provided that Debtor (a) in good faith contests its obligation to pay the taxes by appropriate proceedings promptly and diligently instituted and conducted, (b) notifies Bank in writing of the commencement of, and any material development in, the proceedings, and (c) posts bonds or takes any other steps required to prevent the Governmental Authority levying such contested taxes from obtaining a Lien upon any of the Collateral that is other than a “Permitted Lien”. Debtor is unaware of any claims or adjustments proposed for any of Debtor’s prior tax years which could result in additional taxes becoming due and payable by Debtor. Debtor has paid all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms, and Debtor has not withdrawn from participation in, and has not permitted partial or complete termination of, or permitted the occurrence of any other event with respect to, any such plan which could reasonably be expected to result in any liability of Debtor, including any liability to the Pension Benefit Guaranty Corporation or its successors or any other governmental agency.
2.9      Full Disclosure . No written representation, warranty or other statement of Debtor in any certificate or written statement given to Bank, as of the date such representation, warranty, or other statement was made, taken together with all such written certificates and written statements given to Bank, contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements contained in the certificates or statements


3

not misleading (it being recognized by Bank that any projections and forecasts provided by Debtor in good faith and based upon reasonable assumptions are not viewed as facts and that actual results during the period or periods covered by such projections and forecasts may differ from the projected or forecasted results).
3      AFFIRMATIVE COVENANTS
Debtor shall do all of the following:
3.1      Government Compliance .
(a)    Maintain its and all its Subsidiaries’ legal existence and good standing in their respective jurisdictions of formation and maintain qualification in each jurisdiction in which the failure to so qualify would reasonably be expected to have a material adverse effect on the business or results of operations of the Consolidated Group, taken as a whole. Debtor shall comply, and have each Subsidiary comply, with all laws, ordinances and regulations to which it is subject, noncompliance with which would reasonably be expected to have a material adverse effect on the business of the Consolidated Group, taken as a whole.
(b)    Obtain all of the Governmental Approvals necessary for the performance by Debtor of its obligations under the Loan Documents to which it is a party and the grant of a security interest to Bank in all of its property. Debtor shall promptly provide copies of any such obtained Governmental Approvals to Bank.
(c)    Deliver to Bank, within five (5) days after the same are sent or received, copies of all correspondence, reports, documents and other filings with any Governmental Authority regarding Debtor’s non-compliance with Requirements of Law or failure to maintain Governmental Approvals where such non-compliance or failure to maintain would reasonably be expected to have a material adverse effect on the business of the Consolidated Group, taken as a whole.
3.2      Inventory; Returns . Keep all Inventory in good and marketable condition, free from material defects. Returns and allowances between Debtor and its Account Debtors shall follow Debtor’s customary practices as they exist at the Effective Date or as modified from time to time with notice thereof to Bank. Debtor must promptly notify Bank of all returns, recoveries, disputes and claims that involve more than One Hundred Thousand Dollars ($100,000.00).
3.3      Taxes . Debtor shall make, and cause each Subsidiary to make, timely payment of all federal, state, and local taxes or assessments (other than taxes and assessments which Debtor is contesting in good faith, with adequate reserves maintained in accordance with GAAP) and will deliver to Bank, on demand, appropriate certificates attesting to such payments.
3.4      Insurance . Keep its business and the Collateral insured for risks and in amounts standard for companies in Debtor’s industry, stage of development and location, and as Bank may reasonably request. Insurance policies shall be in a form, with companies, and in customary amounts that are reasonably satisfactory to Bank. All property policies shall have a lender’s loss payable endorsement showing Bank as the sole lender loss payee and waive subrogation against Bank, and all liability policies of Debtor shall show, or have endorsements showing, Bank as an additional insured. All policies (or the lender’s loss payable and additional insured endorsements) shall provide that the insurer shall endeavor to give Bank at least twenty (20) days notice before canceling, amending, or declining to renew its policy. At Bank’s request, Debtor shall deliver certified copies of policies and evidence of all premium payments. Proceeds payable under any policy shall, at Bank’s option, be payable to Bank on account of the Obligations. If Debtor fails to obtain insurance as required under this Section 3.4 or to pay any amount or furnish any required proof of payment to third persons and Bank, Bank may make all or part of such payment or obtain such insurance policies required in this Section 3.4, and take any action under the policies Bank deems prudent.
3.5      Accounts .
(a)     To permit Bank to monitor Debtor’s financial performance and condition, Debtor and all Debtor’s Subsidiaries shall maintain Debtor’s and all of its Subsidiaries’ primary depository and operating accounts


4

and securities/investment accounts with Bank and Bank’s Affiliates, which accounts shall represent at least eighty percent (80.0%) of the Dollar value of (i) Debtor’s and such Subsidiaries’ accounts at all financial institutions and (ii) Debtor’s accounts at all financial institutions.
(b)     Provide Bank five (5) days prior written notice before establishing any account at or with any bank or financial institution other than Bank. For any account that Debtor opens or maintains with a financial institution other than Bank, Debtor shall, at Bank’s request and option, pursuant to an agreement in form and substance acceptable to Bank, cause the depository bank or securities intermediary to agree that such account is the collateral of Bank pursuant to the terms hereunder, which control agreement may not be terminated without the prior written consent of Bank. The provisions of the previous sentence shall not apply to deposit accounts exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of Debtor’s employees and identified to Bank by Debtor as such.
3.6      Protection and Registration of Intellectual Property Rights .
(a)     (i) Except as may be reasonably determined to be appropriate by Debtor in the ordinary course of business, protect, defend and maintain the validity and enforceability of its Intellectual Property; (ii) promptly after obtaining knowledge thereof, advise Bank in writing of material infringements of its Intellectual Property; and (iii) not allow any Intellectual Property material to Debtor’s business to be abandoned, forfeited or dedicated to the public without Bank’s written consent.
(b)    If Debtor (i) obtains any Patent, registered Trademark, registered Copyright, registered mask work, or any pending application for any of the foregoing, whether as owner, licensee or otherwise, or (ii) applies for any Patent or the registration of any Trademark, in the case of (i) and (ii) that is not included in the IP Agreement, then Debtor shall promptly provide written notice thereof to Bank and shall promptly execute such intellectual property security agreements (or updates to the Exhibits to the IP Agreement if not filed at such time by Bank) and other documents and take such other actions as Bank shall request in its good faith business judgment to perfect and maintain a first priority perfected security interest in favor of Bank in such property. If Debtor decides to register any Copyrights or mask works in the United States Copyright Office, that are not included in the IP Agreement, then Debtor shall: (x) provide Bank with at least fifteen (15) days prior written notice of Debtor’s intent to register such Copyrights or mask works together with a copy of the application it intends to file with the United States Copyright Office (excluding exhibits thereto); (y) execute an intellectual property security agreement and such other documents and take such other actions as Bank may request in its good faith business judgment to perfect and maintain a first priority perfected security interest in favor of Bank in the Copyrights or mask works intended to be registered with the United States Copyright Office; and (z) record such intellectual property security agreement with the United States Copyright Office promptly after filing the Copyright or mask work application(s) with the United States Copyright Office. Debtor shall promptly provide to Bank copies of all applications that it files for Patents or for the registration of Trademarks, Copyrights or mask works, together with evidence of the recording of the intellectual property security agreement and other documents necessary for Bank to perfect and maintain a first priority perfected security interest in such property.
(c)    Provide written notice to Bank within ten (10) days of entering or becoming bound by any Restricted License (other than over-the-counter software that is commercially available to the public). Debtor shall take such steps as Bank reasonably requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for (i) any Restricted License to be deemed “Collateral” and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such Restricted License, whether now existing or entered into in the future, and (ii) Bank to have the ability in the event of a liquidation of any Collateral to dispose of such Collateral in accordance with Bank’s rights and remedies under this Agreement and the other Loan Documents.
(d)    Provide Bank prompt written notice of (i) any material change in the composition of the Intellectual Property, (ii) the registration of any Copyright, including any subsequent ownership right of Debtor in or to any Copyright, Patent or Trademark not shown in the IP Agreement, and (iii) Debtor’s knowledge of an event that could reasonably be expected to materially and adversely affect the value of the Intellectual Property.
3.7      Litigation Cooperation . From the Effective Date and continuing through the termination of this Agreement, make available to Bank, without expense to Bank, Debtor and its officers, employees and agents and


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Debtor’s Books, to the extent that Bank may deem them reasonably necessary to prosecute or defend any third-party suit or proceeding instituted by or against Bank with respect to any Collateral or relating to Debtor.
3.8      Further Assurances . Debtor shall execute any further instruments and take further action as Bank reasonably requests to perfect or continue Bank’s Lien in the Collateral or to effect the purposes of this Agreement.
4      NEGATIVE COVENANTS
Debtor shall not do any of the following without Bank’s prior written consent:
4.1      Dispositions . Convey, sell, lease, transfer, assign, or otherwise dispose of (collectively a “Transfer”), or permit any of its Subsidiaries to Transfer, all or any part of its business or property, except for Transfers (a) of Inventory in the ordinary course of business; (b) of worn-out or obsolete Equipment; (c) in connection with Permitted Liens and Permitted Investments; (d) of non-exclusive licenses for the use of the property of Debtor or its Subsidiaries in the ordinary course of business and licenses that do not result in a legal transfer of title of the licensed property but that may be exclusive in respects other than territory; and (e) to Alimera Sciences B.V. or AS C.V. of Intellectual Property that is not registered in the United States and does not arise under United States law to the extent that Bank has a first priority perfected security interest in the assets of the applicable transferee unless the failure to have such first priority perfected security interest is a result of any action taken by, or inaction on the part of, Bank.
4.2      Changes in Business, Ownership, Management or Business Locations . (a) Engage in or permit any of its Subsidiaries to engage in any business other than the businesses currently engaged in by Debtor and such Subsidiary, as applicable, or reasonably related thereto; (b) liquidate or dissolve; or (c) (i) have a change in management such that any Key Person ceases to hold such office with Debtor and a replacement satisfactory to Debtor’s board of directors is not made within ninety (90) days after their departure from Debtor; or (ii) enter into any transaction or series of related transactions in which the stockholders of Debtor who were not stockholders immediately prior to the first such transaction own more than forty-nine percent (49.0%) of the voting stock of Debtor immediately after giving effect to such transaction or related series of such transactions (other than by the sale of Debtor’s equity securities in a public offering or to venture capital investors so long as Debtor identifies to Bank the venture capital investors prior to the closing of the transaction and provides to Bank a description of the material terms of the transaction).
Debtor shall not, without at least thirty (30) days prior written notice to Bank: (1) add any new offices or business locations, including warehouses (unless such new offices or business locations contain less than Twenty Five Thousand Dollars ($25,000.00) in Debtor’s assets or property), (2) change its jurisdiction of organization, (3) change its organizational structure or type, (4) change its legal name, (5) change any organizational number (if any) assigned by its jurisdiction of organization, or (6) deliver any portion of the Collateral to a bailee, unless (i) such bailee location contains less than Twenty Five Thousand Dollars ($25,000.00) in Debtor’s assets or property and (ii) Bank and such bailee are parties to a bailee agreement governing both the Collateral and the location to which Debtor intends to deliver the Collateral.
Debtor hereby agrees upon Debtor adding any new office or business location, including any warehouse, Debtor will cause its landlord to enter into a landlord consent in favor of Bank prior to such new office or business location containing Twenty Five Thousand Dollars ($25,000.00) of Collateral.
Debtor hereby agrees that prior to Debtor delivering any Collateral to a bailee, to the extent that, after giving effect to such delivery, the value of all Collateral maintained with such bailee exceeds One Hundred Thousand Dollars ($100,000.00), Debtor shall cause such bailee to execute and deliver a bailee agreement in form and substance satisfactory to Bank.
4.3      Mergers or Acquisitions . Merge or consolidate, or permit any of its Subsidiaries to merge or consolidate, with any other Person, or acquire, or permit any of its Subsidiaries to acquire, all or substantially all of the capital stock or property of another Person. Notwithstanding the foregoing, a Subsidiary may merge or consolidate with or into another Subsidiary or into Debtor.


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4.4      Indebtedness . Create, incur, assume, or be liable for any Indebtedness, or permit any Subsidiary (including, without limitation, AS C.V. or Alimera Sciences B.V.) to do so, other than Permitted Indebtedness.
4.5      Encumbrance . Create, incur, allow, or suffer any Lien on any of its property, or assign or convey any right to receive income, including the sale of any Accounts, or permit any of its Subsidiaries (including, without limitation, AS C.V. or Alimera Sciences B.V.) to do so, except for Permitted Liens, or permit any Collateral not to be subject to the first priority security interest granted herein, or enter into any agreement, document, instrument or other arrangement (except with or in favor of Bank) with any Person which directly or indirectly prohibits or has the effect of prohibiting Debtor or any Subsidiary (including, without limitation, AS C.V. or Alimera Sciences B.V.) from assigning, mortgaging, pledging, granting a security interest in or upon, or encumbering any of Debtor’s or any Subsidiary’s (including, without limitation, AS C.V.’s or Alimera Sciences B.V.’s) Intellectual Property, except as is otherwise permitted in Section 4.1 of this Agreement and the definition of “Permitted Liens” herein.
4.6      Maintenance of Collateral Accounts . Maintain any Collateral Account except pursuant to the terms of Section 3.5 of this Agreement.
4.7      Distributions; Investments . (a) Except as set forth in subsection (c) of the definition of Permitted Investments, pay any dividends (other than dividends payable solely in common stock) or make any distribution or payment on or redeem, retire or purchase any capital stock provided that (i) Debtor may convert any of its convertible securities into other securities pursuant to the terms of such convertible securities or otherwise in exchange thereof, and (ii) Debtor may repurchase the stock of current or former employees, officers, directors or consultants pursuant to stock repurchase agreements so long as an Event of Default does not exist at the time of any such repurchase and would not exist after giving effect to any such repurchase, provided all such repurchases do not exceed Two Hundred Fifty Thousand Dollars ($250,000.00) in the aggregate per fiscal year; or (b) directly or indirectly acquire or own any Person, or make any Investment in any Person other than Permitted Investments, or permit any of its Subsidiaries to do so.
4.8      Transactions with Affiliates . Directly or indirectly enter into or permit to exist any material transaction with any Affiliate of Debtor, except for transactions that are (a) in existence on the Effective Date or (b) in the ordinary course of Debtor’s business, upon fair and reasonable terms that are no less favorable to Debtor than would be obtained in an arm’s length transaction with a non-affiliated Person.
4.9      Subordinated Debt . (a) Make or permit any payment on any Subordinated Debt, except under the terms of the subordination, intercreditor, or other similar agreement to which such Subordinated Debt is subject, or (b) amend any provision in any document relating to the Subordinated Debt which would increase the amount owed by Debtor thereof, shorten the maturity thereof, increase the rate of interest applicable thereto or adversely affect the subordination thereof to Obligations owed to Bank.
4.10      Compliance . Become an “investment company” or a company controlled by an “investment company”, under the Investment Company Act of 1940, as amended, or undertake as one of its important activities extending credit to purchase or carry margin stock (as defined in Regulation U of the Board of Governors of the Federal Reserve System), or use the proceeds of any Credit Extension for that purpose; fail to meet the minimum funding requirements of ERISA, permit a Reportable Event or Prohibited Transaction, each as defined in ERISA, to occur; fail to comply with the Federal Fair Labor Standards Act or violate any other law or regulation, if the violation would reasonably be expected to have a material adverse effect on the business of the Consolidated Group, taken as a whole, or permit any of its Subsidiaries to do so; withdraw or permit any Subsidiary to withdraw from participation in, permit partial or complete termination of, or permit the occurrence of any other event with respect to, any present pension, profit sharing and deferred compensation plan which would reasonably be expected to result in any liability of Debtor, including any liability to the Pension Benefit Guaranty Corporation or its successors or any other governmental agency.
5      EVENTS OF DEFAULT
Any one of the following shall constitute an event of default (an “Event of Default”) under this Agreement:
5.1      Payment Default . Debtor fails to pay any of Debtor’s Obligations when due;


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5.2      Covenant Default . Debtor fails or neglects to perform any obligation in Sections 3.3, 3.4, 3.5 or 3.6 of this Agreement or violates any covenant in Section 4 of this Agreement or fails or neglects to perform, keep, or observe any other material term, provision, condition, covenant or agreement contained in this Agreement, the Guaranty, any Loan Document to which it is a party or in any present or future agreement between Debtor and Bank and as to any default under such other material term, provision, condition, covenant or agreement that can be cured, has failed to cure the default within ten (10) days after the occurrence thereof; provided, however, grace and cure periods provided under this Section 5.2 shall not apply to financial covenants or any other covenants that are required to be satisfied, completed or tested by a date certain;
5.3      Material Adverse Change . A Material Adverse Change occurs;
5.4      Attachment; Levy; Restraint on Business .
(a) (i) The service of process seeking to attach, by trustee or similar process, any funds of Debtor or of any entity under the control of Debtor (including a Subsidiary) on deposit or otherwise maintained with Bank or any Bank Affiliate, or (ii) a notice of lien or levy is filed against any of Debtor’s assets by any government department or agency, and the same under subclauses (i) and (ii) hereof are not, within ten (10) days after the occurrence thereof, discharged or stayed (whether through the posting of a bond or otherwise); provided, however, no Credit Extensions shall be made during any ten (10) day cure period; or
(b) (i) any material portion of Debtor’s assets is attached, seized, levied on, or comes into possession of a trustee or receiver, or (ii) any court order enjoins, restrains, or prevents Debtor from conducting any material part of its business;
5.5      Insolvency . (a) Debtor is unable to pay its debts (including trade debts) as they become due or otherwise becomes insolvent; (b) Debtor begins an Insolvency Proceeding; or (c) an Insolvency Proceeding is begun against Debtor and not dismissed or stayed within forty-five (45) days (but no Credit Extensions shall be made while any of the conditions described in clause (a) exist and/or until any Insolvency Proceeding is dismissed);
5.6      Other Agreements . There is, under any agreement to which Debtor is a party with a third party or parties, (a) any default resulting in a right by such third party or parties, whether or not exercised, to accelerate the maturity of any Indebtedness in an amount individually or in the aggregate in excess of Two Hundred Fifty Thousand Dollars ($250,000.00); or (b) any default by Debtor, the result of which would reasonably be expected to have a material adverse effect on the business of the Consolidated Group, taken as a whole;
5.7      Judgments . One or more final judgments, orders, or decrees for the payment of money in an amount, individually or in the aggregate, of at least One Hundred Thousand Dollars ($100,000.00) (not covered by independent third-party insurance as to which liability has been accepted by such insurance carrier) shall be rendered against Debtor and the same are not, within ten (10) days after the entry thereof, discharged or execution thereof stayed or bonded pending appeal, or such judgments are not discharged prior to the expiration of any such stay (provided that no Credit Extensions will be made prior to the discharge, stay, or bonding of such judgment, order, or decree);
5.8      Misrepresentations . Debtor or any Person acting for Debtor makes any representation, warranty, or other statement now or later in this Agreement, any Loan Document or in any writing delivered to Bank or to induce Bank to enter this Agreement or any Loan Document, and such representation, warranty, or other statement is incorrect in any material respect when made (it being recognized by Bank that the projections and forecasts provided by Debtor in good faith and based upon reasonable assumptions are not viewed as facts and that actual results during the period or periods covered by such projections and forecasts may differ from the project or forecasted results);
5.9      Subordinated Debt . A default or breach by Debtor occurs under any agreement between Debtor and any creditor of Debtor that signed a subordination agreement, intercreditor agreement, or other similar agreement with Bank, or any creditor that has signed such an agreement with Bank breaches any terms of the agreement;


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5.10      Governmental Approvals . Any Governmental Approval shall have been (a) revoked, rescinded, suspended, modified in an adverse manner or not renewed in the ordinary course for a full term or (b) subject to any decision by a Governmental Authority that designates a hearing with respect to any applications for renewal of any such Governmental Approval or that would reasonably be expected to result in the Governmental Authority taking any of the actions described in clause (a) above, and such decision or such revocation, rescission, suspension, modification or non-renewal has, or would reasonably be expected to have, a material adverse effect on the business or results of operations of the Consolidated Group, taken as a whole;
5.11      Guaranty . (i) The Guaranty terminates or ceases for any reason to be in full force; or (ii) Debtor does not perform any obligation or covenant under the Guaranty; or (iii) any material misrepresentation or material misstatement exists now or later in any warranty or representation in the Guaranty or in any certificate delivered to Bank in connection with the Guaranty; or
5.12      Loan Agreement . An Event of Default (as defined in the Loan Agreement) occurs under the Loan Agreement.
6      BANK’S RIGHTS AND REMEDIES
6.1      Rights and Remedies . When an Event of Default occurs and continues beyond any applicable grace or cure period Bank may, without notice or demand, do any or all of the following:
(a)    declare all Obligations immediately due and payable (but if an Event of Default described in Section 5.5 of this Agreement occurs, all Obligations are immediately due and payable without any action by Bank);
(b)    settle or adjust disputes and claims directly with Account Debtors for amounts, on terms and in any order that Bank considers advisable and notify any Person owing Debtor money of Bank’s security interest in such funds and verify the amount of such account. Debtor shall collect all payments in trust for Bank and, if requested by Bank, immediately deliver the payments to Bank in the form received from the Account Debtor, with proper endorsements for deposit;
(c)    make any payments and do any acts it considers necessary or reasonable to protect its security interest in the Collateral. Debtor shall assemble the Collateral if Bank requests and make it available as Bank designates. Bank may enter premises where the Collateral is located, take and maintain possession of any part of the Collateral, and pay, purchase, contest, or compromise any Lien which appears to be prior or superior to its security interest and pay all expenses incurred. Debtor grants Bank a license to enter and occupy any of its premises, without charge, to exercise any of Bank’s rights or remedies;
(d)    apply to the Obligations any (i) balances and deposits of Debtor it holds, or (ii) any amount held by Bank owing to or for the credit or the account of Debtor;
(e)    ship, reclaim, recover, store, finish, maintain, repair, prepare for sale, advertise for sale, and sell the Collateral (to the extent not prohibited by law). Bank is hereby granted a non-exclusive, royalty-free license or other right to use, without charge and to the extent not prohibited by law, Debtor’s labels, Patents, Copyrights, mask works, rights of use of any name, trade secrets, trade names, Trademarks, service marks, and advertising matter, or any similar property as it pertains to the Collateral, in completing production of, advertising for sale, and selling any Collateral and, in connection with Bank’s exercise of its rights under this Section 6.1, Debtor’s rights under all licenses and all franchise agreements inure to Bank’s benefit;
(f)    place a “hold” on any account maintained with Bank and/or deliver a notice of exclusive control, any entitlement order, or other directions or instructions pursuant to any control agreement or similar agreements providing control of any Collateral;
(g)    demand and receive possession of Debtor’s Books; and


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(h)    exercise all rights and remedies available to Bank under this Agreement, the Loan Documents or at law or equity, including all remedies provided under the Code (including disposal of the Collateral pursuant to the terms thereof).
6.2      Power of Attorney . Debtor hereby irrevocably appoints Bank as its lawful attorney-in-fact, to be effective upon the occurrence and during the continuance of an Event of Default, to: (a) endorse Debtor’s name on any checks or other forms of payment or security; (b) sign Debtor ’s name on any invoice or bill of lading for any Account or drafts against account debtors; (c) settle and adjust disputes and claims about the Accounts directly with account debtors, for amounts and on terms Bank determines reasonable; (d) make, settle, and adjust all claims under Debtor’s insurance policies; and (e) transfer the Collateral into the name of Bank or a third party as the Code permits. Debtor hereby appoints Bank as its lawful attorney-in-fact to sign Debtor’s name on any documents necessary to perfect or continue the perfection of any security interest regardless of whether an Event of Default has occurred until all Obligations have been satisfied in full and the Loan Documents have been terminated. Bank’s foregoing appointment as Debtor’s attorney in fact, and all of Bank’s rights and powers, coupled with an interest, are irrevocable until all Obligations have been fully repaid and performed and the Loan Documents have been terminated.
6.3      Accounts Notification/Collection . Bank may notify any Person owing Debtor money of Bank’s security interest in the funds and verify and/or collect the amount of the Account. After the occurrence of an Event of Default, any amounts received by Debtor shall be held in trust by Debtor for Bank, and, if requested by Bank, Debtor shall immediately deliver such receipts to Bank in the form received from the account debtor, with proper endorsements for deposit.
6.4      Bank Expenses . Any amounts paid by Bank as provided herein shall constitute Bank Expenses and are immediately due and payable, and shall bear interest at the then applicable rate and be secured by the Collateral. No payments by Bank shall be deemed an agreement to make similar payments in the future or Bank’s waiver of any Event of Default.
6.5      Protective Payments . If Debtor fails to obtain insurance called for by Section 3.4 or fails to pay any premium thereon or fails to pay any other amount which Debtor is obligated to pay under this Agreement or any other Loan Document, Bank may obtain such insurance or make such payment, and all amounts so paid by Bank are Bank Expenses and immediately due and payable, bearing interest at the then highest applicable rate, and secured by the Collateral. Bank will make reasonable effort to provide Debtor with notice of Bank obtaining such insurance at the time it is obtained or within a reasonable time thereafter. No payments by Bank are deemed an agreement to make similar payments in the future or Bank’s waiver of any Event of Default.
6.6      Bank’s Liability for Collateral . So long as Bank complies with applicable law and reasonable banking practices regarding the safekeeping of Collateral in possession or under the control of Bank, Bank shall not be liable or responsible for: (a) the safekeeping of the Collateral; (b) any loss or damage to the Collateral; (c) any diminution in the value of the Collateral; or (d) any act or default of any carrier, warehouseman, bailee, or other Person. Debtor bears all risk of loss, damage or destruction of the Collateral.
6.7      Remedies Cumulative . Bank’s failure, at any time or times, to require strict performance by Debtor of any provision of this Agreement or any other Loan Document shall not waive, affect, or diminish any right of Bank thereafter to demand strict performance and compliance herewith or therewith. No waiver hereunder shall be effective unless signed by the party granting the waiver and then is only effective for the specific instance and purpose for which it is given. Bank’s rights and remedies under this Agreement and the other Loan Documents are cumulative. Bank has all rights and remedies provided under the Code, by law, or in equity. Bank’s exercise of one right or remedy is not an election, and Bank’s waiver of any Event of Default is not a continuing waiver. Bank’s delay in exercising any remedy is not a waiver, election, or acquiescence.
6.8      Demand Waiver . Debtor waives demand, notice of default or dishonor, notice of payment and nonpayment, notice of any default, nonpayment at maturity, release, compromise, settlement, extension, or renewal of accounts, documents, instruments, chattel paper, and guarantees held by Bank on which Debtor is liable.
7      NOTICES


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All notices, consents, requests, approvals, demands, or other communication by any party to this Agreement or any other Loan Document must be in writing and shall be deemed to have been validly served, given, or delivered: (a) upon the earlier of actual receipt and three (3) Business Days after deposit in the U.S. mail, first class, registered or certified mail return receipt requested, with proper postage prepaid; (b) upon transmission, when sent by electronic mail (to the email address specified therein) or facsimile transmission; (c) one (1) Business Day after deposit with a reputable overnight courier with all charges prepaid; or (d) when delivered, if hand-delivered by messenger, all of which shall be addressed to the party to be notified and sent to the address, facsimile number, or email address indicated below. Bank or Debtor may change its mailing or electronic mail address or facsimile number by giving the other party written notice thereof in accordance with the terms of this Section 7.
If to Debtor:        Alimera Sciences, Inc.            6120 Windward Parkway, Suite 290
Alpharetta, Georgia 30005
Attn:     Richard S. Eiswirth, Jr.
Fax:     (678) 990-5744
Email:      rick.eiswirth@alimerasciences.com                

If to Bank:        Silicon Valley Bank                275 Grove Street, Suite 2-200                Newton, Massachusetts 02466                Attn:    Ms. Kate Leland                Fax:     (617) 527-0177                Email:     KLeland@svb.com            

with a copy to:    Riemer & Braunstein LLP    Three Center Plaza    Boston, Massachusetts 02108    Attn:    David A. Ephraim, Esquire    Fax:    (617) 880-3456    Email:    DEphraim@riemerlaw.com
8      CHOICE OF LAW, VENUE AND JURY TRIAL WAIVER
New York law governs the Loan Documents without regard to principles of conflicts of law. Debtor and Bank each submit to the exclusive jurisdiction of the State and Federal courts in New York, New York; provided, however, that if for any reason Bank cannot avail itself of such courts in the State of New York, Debtor accepts jurisdiction of the courts and venue in Santa Clara County, California. Notwithstanding the foregoing, nothing in this Agreement shall be deemed to operate to preclude Bank from bringing suit or taking other legal action in any other jurisdiction to realize on the Collateral or any other security for the Obligations, or to enforce a judgment or other court order in favor of Bank. Debtor expressly submits and consents in advance to such jurisdiction in any action or suit commenced in any such court, and Debtor hereby waives any objection that it may have based upon lack of personal jurisdiction, improper venue, or forum non conveniens and hereby consents to the granting of such legal or equitable relief as is deemed appropriate by such court. Debtor hereby waives personal service of the summons, complaints, and other process issued in such action or suit and agrees that service of such summons, complaints, and other process may be made by registered or certified mail addressed to Debtor at the address set forth in, or subsequently provided to Bank in accordance with, Section 7 of this Agreement and that service so made shall be deemed completed upon the earlier to occur of Debtor’s actual receipt thereof or three (3) days after deposit in the U.S. mails, proper postage prepaid.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, DEBTOR AND BANK EACH WAIVE THEIR RIGHT TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR BASED UPON THIS AGREEMENT, THE LOAN DOCUMENTS OR ANY CONTEMPLATED TRANSACTION, INCLUDING CONTRACT, TORT, BREACH OF DUTY AND ALL OTHER CLAIMS. THIS WAIVER IS A MATERIAL INDUCEMENT FOR BOTH PARTIES TO ENTER INTO THIS AGREEMENT. EACH PARTY HAS REVIEWED THIS WAIVER WITH ITS COUNSEL .
9      GENERAL PROVISIONS
9.1      Successors and Assigns . This Agreement binds and is for the benefit of the successors and permitted assigns of each party. Debtor may not assign this Agreement or any rights or obligations under it without Bank’s prior written consent which may be granted or withheld in Bank’s discretion. Bank has the right, without the consent of or


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notice to Debtor, to sell, transfer, assign, negotiate, or grant participation in all or any part of, or any interest in, Bank’s obligations, rights and benefits under this Agreement, the Loan Documents or any related agreement.
9.2      Indemnification . Debtor agrees to indemnify, defend, and hold Bank and its officers, directors, employees, agents, attorneys or any other Person affiliated with or representing Bank (each, an “Indemnified Person”) harmless against: (a) all obligations, demands, claims, and liabilities (collectively, “Claims”) asserted by any other party in connection with the transactions contemplated by the Loan Documents; and (b) all losses or Bank Expenses incurred, or paid by such Indemnified Person from, following, or arising from transactions between Bank and Debtor (including reasonable attorneys’ fees and expenses), except for Claims and/or losses directly caused by such Indemnified Person’s gross negligence or willful misconduct.
9.3      Right of Set-Off . Debtor hereby grants to Bank, a lien, security interest and right of setoff as security for all Obligations to Bank, whether now existing or hereafter arising upon and against all deposits, credits, collateral and property, now or hereafter in the possession, custody, safekeeping or control of Bank or any entity under the control of Bank (including a Bank subsidiary) or in transit to any of them. At any time after the occurrence and during the continuance of an Event of Default, without demand or notice, Bank may set off the same or any part thereof and apply the same to any liability or obligation of Debtor even though unmatured and regardless of the adequacy of any other collateral securing the Obligations. ANY AND ALL RIGHTS TO REQUIRE BANK TO EXERCISE ITS RIGHTS OR REMEDIES WITH RESPECT TO ANY OTHER COLLATERAL WHICH SECURES THE OBLIGATIONS, PRIOR TO EXERCISING ITS RIGHT OF SETOFF WITH RESPECT TO SUCH DEPOSITS, CREDITS OR OTHER PROPERTY OF DEBTOR, ARE HEREBY KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVED.
9.4      Time of Essence . Time is of the essence for the performance of all Obligations in this Agreement.
9.5      Severability of Provisions . Each provision of this Agreement is severable from every other provision in determining the enforceability of any provision.
9.6      Intentionally Omitted .
9.7      Amendments in Writing; Integration . All amendments to this Agreement must be in writing signed by both Bank and Debtor. This Agreement and the Loan Documents represent the entire agreement about this subject matter, and supersede prior negotiations or agreements. All prior agreements, understandings, representations, warranties, and negotiations between the parties about the subject matter of this Agreement and the Loan Documents merge into this Agreement and the Loan Documents.
9.8      Counterparts . This Agreement may be executed in any number of counterparts and by different parties on separate counterparts, each of which, when executed and delivered, are an original, and all taken together, constitute one Agreement.
9.9      Survival . All covenants, representations and warranties made in this Agreement continue in full force until the Loan Documents have terminated pursuant to their terms and all Obligations (other than inchoate indemnity obligations and any other obligations which, by their terms, are to survive the termination of this Agreement) have been satisfied. Without limiting the foregoing, except as otherwise provided in Section 1.1, the grant of a security interest by Debtor in Section 1.1 shall survive until the termination of this Agreement and all Bank Services Agreements. The obligation of Debtor in Section 9.2 to indemnify Bank shall survive until the statute of limitations with respect to such claim or cause of action shall have run.
9.10      Confidentiality . In handling any confidential information, Bank shall exercise the same degree of care that it exercises for its own proprietary information, but disclosure of information may be made: (a) to Bank’s Subsidiaries or Affiliates (such Subsidiaries and Affiliates, together with Bank, each a “Bank Entity” and collectively, the “Bank Entities”) (provided that they agree to the terms hereof); (b) to prospective transferees or purchasers of any interest in the Credit Extensions (provided, however, Bank shall use its best efforts to obtain any prospective transferee’s or purchaser’s agreement to the terms of this Section 9.10); (c) as required by law, regulation, subpoena, or other order; (d) to Bank’s regulators or as otherwise required in connection with Bank’s examination or audit; (e) as Bank considers


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appropriate in exercising remedies under the Loan Documents; and (f) to third-party service providers of Bank so long as such service providers have executed a confidentiality agreement with Bank with terms no less restrictive than those contained herein. Confidential information does not include information that is: (i) either in the public domain other than as a result of Bank’s breach of this Section 9.10 or is in Bank’s possession when disclosed to Bank (through no fault of Bank); or (ii) disclosed to Bank by a third party on a nonconfidential basis if Bank does not know that the third party is prohibited from disclosing the information.
Bank Entities may use the confidential information for reporting purposes and the development and distribution of databases and market analyses so long as such confidential information is aggregated and anonymized prior to distribution unless otherwise expressly prohibited by Debtor. The provisions of the immediately preceding sentence shall survive the termination of this Agreement.
10      DEFINITIONS
10.1      Definitions . In this Agreement:
“ Account ” is any “account” as defined in the Code with such additions to such term as may hereafter be made, and includes, without limitation, all accounts receivable and other sums owing to Debtor.
“ Account Debtor ” is as defined in the Code and shall include, without limitation, any issuer of a letter of credit or banker’s acceptance.
“ Bank Entity ” and “ Bank Entities ” are defined in Section 9.10.
“ Bank Expenses ” are all audit fees and expenses, costs, and expenses (including reasonable attorneys’ fees and expenses) for preparing, amending, negotiating, administering, defending and enforcing the Loan Documents (including, without limitation, those incurred in connection with appeals or Insolvency Proceedings) or otherwise incurred with respect to Debtor.
“ Bank Services ” are any products, credit services, and/or financial accommodations previously, now, or hereafter provided to Debtor or any of its Subsidiaries by Bank or any Bank Affiliate, including, without limitation, any letters of credit, cash management services (including, without limitation, merchant services, direct deposit of payroll, business credit cards, and check cashing services), interest rate swap arrangements, and foreign exchange services as any such products or services may be identified in Bank’s various agreements related thereto (each, a “ Bank Services Agreement ”).
“ Bank Services Agreement ” is defined in the definition of Bank Services.
“ Borrower ” is defined in the Recitals of this Agreement.
“ Business Day ” is any day that is not a Saturday, Sunday or a day on which Bank is closed.
“ Claims ” are defined in Section 9.2.
“ Code ” is the Uniform Commercial Code, as the same may, from time to time, be enacted and in effect in the State of New York; provided, that, to the extent that the Code is used to define any term herein or in any Loan Document and such term is defined differently in different Articles or Divisions of the Code, the definition of such term contained in Article or Division 9 shall govern; provided further, that in the event that, by reason of mandatory provisions of law, any or all of the attachment, perfection, or priority of, or remedies with respect to, Bank’s Lien on any Collateral is governed by the Uniform Commercial Code in effect in a jurisdiction other than the State of New York, the term “ Code ” shall mean the Uniform Commercial Code as enacted and in effect in such other jurisdiction solely for purposes of the provisions thereof relating to such attachment, perfection, priority, or remedies and for purposes of definitions relating to such provisions.
“ Collateral ” is any and all properties, rights and assets of Debtor described on Exhibit A .


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“ Consolidated Group ” means, collectively, (a) Debtor and (b) in each case to the extent that Bank has a first priority perfected security interest in the assets of such Person (unless the failure to have such first priority perfected security interest is a result of any action taken by, or inaction on the part of, Bank), Borrower, Alimera Sciences B.V. and AS C.V.
“ Debtor’s Books ” are all Debtor’s books and records including ledgers, federal and state tax returns, records regarding Debtor’s assets or liabilities, the Collateral, business operations or financial condition, and all computer programs or storage or any equipment containing such information.
“ Effective Date ” is defined in the preamble of this Agreement.
“ Events of Default ” are defined in Section 5.
“ GAAP ” is generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other Person as may be approved by a significant segment of the accounting profession, which are applicable to the circumstances as of the date of determination.
“ Guaranty ” is defined in the Recitals of this Agreement.
“ Indemnified Person ” is defined in Section 9.2.
“ Insolvency Proceeding ” is any proceeding by or against any Person under the United States Bankruptcy Code, or any other bankruptcy or insolvency law, including assignments for the benefit of creditors, compositions, extensions generally with its creditors, or proceedings seeking reorganization, arrangement, or other relief.
“ Intellectual Property ” means all of Debtor’s right, title, and interest in and to the following:
(a)
its Copyrights, Trademarks and Patents;
(b)
any and all trade secrets and trade secret rights, including, without limitation, any rights to unpatented inventions, know-how, operating manuals;
(c)
any and all source code;
(d)
any and all design rights which may be available to Debtor;
(e)
any and all claims for damages by way of past, present and future infringement of any of the foregoing, with the right, but not the obligation, to sue for and collect such damages for said use or infringement of the Intellectual Property rights identified above; and
(f)    all amendments, renewals and extensions of any of the Copyrights, Trademarks or Patents.
“ Inventory ” is all of Debtor’s right, title and interest in and to “inventory” as defined in the Code in effect on the Effective Date with such additions to such term as may hereafter be made, and includes without limitation all of Debtor’s right, title and interest in and to merchandise, raw materials, parts, supplies, packing and shipping materials, work in process and finished products, including without limitation such inventory as is temporarily out of Debtor’s custody or possession or in transit and including any returned goods and any documents of title representing any of the above.
“ IP Agreement ” is that certain Amended and Restated Intellectual Property Security Agreement of even date herewith between Debtor and Bank, as amended, modified or restated from time to time.
“ Key Person ” is either of Debtor’s (a) President and Chief Executive Officer or (b) Chief Operating Officer.


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“ Loan Agreement ” is that certain Loan and Security Agreement between Borrower and Bank dated as of the Effective Date, as amended, restated, supplemented, or otherwise modified from time to time.
“ Loan Documents ” are, collectively, this Agreement, the Guaranty, the Perfection Certificate, the IP Agreement and any other intellectual property security agreement delivered by Debtor hereunder, the Loan Agreement and the other Loan Documents (as defined in the Loan Agreement), any Bank Services Agreement, any subordination agreements, any account control agreements, any note, or notes or guaranties executed by Debtor and/or Borrower, and any other present or future agreement between Debtor and/or Borrower and/or for the benefit of Bank, all as amended, restated, or otherwise modified.
“ Material Adverse Change ” is: (a) a material impairment in the perfection or priority of Bank’s Lien in the Collateral or in the value of such Collateral; or (b) a material impairment of the prospect of repayment of any material portion of the Obligations.
“ Obligations ” are Borrower’s and Debtor’s obligations to pay when due any debts, principal, interest, Bank Expenses, and other amounts Borrower and/or Debtor owes Bank now or later, whether under this Agreement, the Loan Agreement, the Guaranty, the Loan Documents, or otherwise, including, without limitation, any interest accruing after Insolvency Proceedings begin and debts, liabilities, or obligations of Borrower and/or Debtor assigned to Bank, and the performance of Borrower’s and Debtor’s duties under the Loan Documents and including, without limitation, the “Obligations” (as defined in the Loan Agreement).
“ Perfection Certificate ” is defined in Section 2.1.
“ Permitted Indebtedness ” is:
(a)    Debtor’s indebtedness to Bank under this Agreement or the Loan Documents;
(b)    Indebtedness existing on the Effective Date which is shown on the Perfection Certificate;
(c)    Subordinated Debt;
(d)    Indebtedness to trade creditors incurred in the ordinary course of business;
(e)    Indebtedness secured by Permitted Liens; and
(f)    extensions, refinancing, modifications, amendments and restatements of any items of Permitted Indebtedness (a) through (e) above, provided that the principal amount thereof is not increased or the terms thereof are not modified to impose more burdensome terms upon Debtor or its Subsidiaries, as the case may be.
“ Permitted Investments ” are:
(a)    Cash Equivalents;
(b)     any other investments administered through Bank and/or any investments permitted by Debtor’s investment policy, as amended from time to time, provided that such investment policy (and any such amendment thereto) has been approved in writing by Bank; and
(c)    Investments of Debtor in, or payments by Debtor to, Borrower, Alimera Sciences B.V. or AS C.V. to the extent that Bank has a first priority perfected security interest in the assets of the applicable transferee unless the failure to have such first priority perfected security interest is a result of any action taken by, or inaction on the part of, Bank.
“ Permitted Liens ” are:
(a)    Liens arising under this Agreement or other Loan Documents;


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(b)    Liens for taxes, fees, assessments or other government charges or levies, either (i) not due and payable or (ii) being contested in good faith and for which Debtor maintains adequate reserves on Debtor’s Books, if they have no priority over any of Bank’s security interests provided that no notice of any such Lien has been filed or recorded under the Internal Revenue Code of 1986, as amended, and the Treasury Regulations adopted thereunder;
(c)    Liens of carriers, warehousemen, suppliers, or other Persons that are possessory in nature arising in the ordinary course of business so long as such Liens attach only to Inventory, securing liabilities in the aggregate amount not to exceed Fifty Thousand Dollars ($50,000.00) and which are not delinquent or remain payable without penalty or which are being contested in good faith and by appropriate proceedings which proceedings have the effect of preventing the forfeiture or sale of the property subject thereto;
(d)    purchase money Liens securing no more than One Hundred Thousand Dollars ($100,000.00) in the aggregate amount outstanding (i) on equipment acquired or held by Debtor incurred for financing the acquisition of the equipment, or (ii) existing on equipment when acquired, if the Lien is confined to the property and improvements and the proceeds of the equipment;
(e)    leases or subleases of real property granted in the ordinary course of Debtor’s business (or, if referring to another Person, in the ordinary course of such Person’s business), and leases, subleases, non-exclusive licenses or sublicenses of personal property (other than Intellectual Property) granted in the ordinary course of Debtor’s business (or, if referring to another Person, in the ordinary course of such Person’s business), if the leases, subleases, licenses and sublicenses do not prohibit granting Bank a security interest therein;
(f)    Liens incurred in the extension, renewal or refinancing of the indebtedness secured by Liens described in (a) through (e), but any extension, renewal or replacement Lien must be limited to the property encumbered by the existing Lien and the principal amount of the indebtedness may not increase; and
(g)    non-exclusive licenses of Intellectual Property granted to third parties in the ordinary course of business.
“ Registered Organization ” is any “registered organization” as defined in the Code with such additions to such term as may hereafter be made.
“ Responsible Officer ” is any Key Person.
“ Restricted License ” is any material license or other agreement with respect to which Debtor is the licensee (a) that prohibits or otherwise restricts Debtor from granting a security interest in Debtor’s interest in such license or agreement or any other property, or (b) for which a default under or termination of could interfere with Bank’s right to sell any Collateral.
“ Subordinated Debt ” is indebtedness incurred by Debtor subordinated to all of Debtor’s now or hereafter indebtedness to Bank (pursuant to a subordination, intercreditor, or other similar agreement in form and substance satisfactory to Bank entered into between Bank and the other creditor), on terms acceptable to Bank.
“ Subsidiary ” is, with respect to any Person, any Person of which more than fifty percent (50.0%) of the voting stock or other equity interests (in the case of Persons other than corporations) is owned or controlled directly or indirectly by such Person or one or more Affiliates of such Person.

[Signature page follows.]


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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the Effective Date.
DEBTOR:
ALIMERA SCIENCES, INC.
By:
/s/ Richard S. Eiswirth, Jr.
Name:
Richard S. Eiswirth, Jr.
Title:
Chief Financial Officer and
Chief Operating Officer
BANK:
SILICON VALLEY BANK
By:
/s/ Scott McCarty
Name:
Scott McCarty
Title:
Vice President


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EXHIBIT A

The Collateral consists of all of Debtor’s right, title and interest in and to the following:
All goods, equipment, inventory, contract rights or rights to payment of money, leases, license agreements, franchise agreements, general intangibles (including payment intangibles), accounts (including health-care receivables), documents, instruments (including any promissory notes), chattel paper (whether tangible or electronic), cash, deposit accounts, all certificates of deposit, fixtures, letters of credit rights (whether or not the letter of credit is evidenced by a writing), commercial tort claims, securities, and all other investment property, supporting obligations, and financial assets, whether now owned or hereafter acquired, wherever located; and any copyright rights, copyright applications, copyright registrations and like protections in each work of authorship and derivative work, whether published or unpublished, now owned or later acquired; any patents, trademarks, service marks and applications therefor; trade styles, trade names, any trade secret rights, including any rights to unpatented inventions, know‑how, operating manuals, license rights and agreements and confidential information, now owned or hereafter acquired; or any claims for damages by way of any past, present and future infringement of any of the foregoing; and
All Debtor’s books relating to the foregoing and any and all claims, rights and interests in any of the above and all substitutions for, additions, attachments, accessories, accessions and improvements to and replacements, products, proceeds and insurance proceeds of any or all of the foregoing.




EXHIBIT 10.44
UNCONDITIONAL GUARANTY
This continuing Unconditional Guaranty (“Guaranty”) is entered into as of May 7, 2013, by ALIMERA SCIENCES B.V. , a private company with limited liability ( besloten vennootschap met beperkte aansprakelijkheid ) incorporated under the laws of The Netherlands, having its corporate seat in Eindhoven, The Netherlands with registered address at Naritaweg 165, 1043 BW Amsterdam, The Netherlands and registered with the Dutch Commercial Register under number 56645775 (“Guarantor”), in favor of SILICON VALLEY BANK , a California corporation (“Bank”).
RECITALS
A.    Concurrently herewith, Bank and ALIMERA SCIENCES LIMITED , a company registered under the laws of England and Wales under company number 08018355 (“Borrower”), are entering into that certain Loan and Security Agreement dated as of even date herewith (as amended, restated, supplemented or otherwise modified from time to time, the “Loan Agreement”), pursuant to which Bank has agreed to make certain advances of money and to extend certain financial accommodations to Borrower (collectively, the “Loans”), subject to the terms and conditions set forth therein. Capitalized terms used but not otherwise defined herein shall have the meanings given them in the Loan Agreement.
B.    In consideration of the agreement of Bank to make the Loans to Borrower under the Loan Agreement, Guarantor is willing to guaranty the full payment and performance by Borrower of all of its obligations thereunder and under the other Loan Documents, all as further set forth herein.
C.    Guarantor is the parent company of Borrower and will obtain substantial direct and indirect benefit from the Loans made by Bank to Borrower under the Loan Agreement.
NOW, THEREFORE, to induce Bank to enter into the Loan Agreement, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, and intending to be legally bound, Guarantor hereby represents, warrants, covenants and agrees as follows:
Section 1. Guaranty.
1.1      Unconditional Guaranty of Payment. In consideration of the foregoing, Guarantor hereby irrevocably, absolutely and unconditionally guarantees to Bank the prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of all Obligations. Guarantor agrees that it shall execute such other documents or agreements and take such action as Bank shall reasonably request to effect the purposes of this Guaranty.

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1.2      Separate Obligations. These obligations are independent of Borrower’s obligations and separate actions may be brought against Guarantor (whether action is brought against Borrower or whether Borrower is joined in the action).
Section 2.      Representations and Warranties.
Guarantor hereby represents and warrants that:
(a)      Guarantor (i) is a private company with limited liability duly organized, validly existing and in good standing under the laws of the Netherlands; (ii) is duly qualified to do business and is in good standing in every jurisdiction where the nature of its business requires it to be so qualified (except where the failure to so qualify would not reasonably be expected to have a material adverse effect on the business or results of operations of the Consolidated Group, taken as a whole, or on Guarantor’s ability to pay or perform its obligations hereunder); and (iii) has all requisite power and authority to execute and deliver this Guaranty and each Loan Document executed and delivered by Guarantor pursuant to the Loan Agreement or this Guaranty and to perform its obligations thereunder and hereunder.
(b)      The execution, delivery and performance by Guarantor of this Guaranty (i) are within Guarantor’s powers and have been duly authorized by all necessary action on the part of Guarantor; (ii) do not contravene Guarantor’s organizational documents or any law or any contractual restriction binding on or affecting Guarantor or by which Guarantor’s property may be affected; (iii) do not require any authorization or approval or other action by, or any notice to or filing with, any governmental authority or any other Person under any indenture, mortgage, deed of trust, lease, agreement or other instrument to which Guarantor is a party or by which Guarantor or any of its property is bound, except such as have been obtained or made; and (iv) do not result in the imposition or creation of any Lien upon any property of Guarantor.
(c)      This Guaranty is a valid and binding obligation of Guarantor, enforceable against Guarantor in accordance with its terms, except as the enforceability thereof may be subject to or limited by bankruptcy, insolvency, reorganization, arrangement, moratorium or other similar laws relating to or affecting the rights of creditors generally.
(d)      There is no action, suit or proceeding affecting Guarantor pending or threatened before any court, arbitrator, or governmental authority, domestic or foreign, which would reasonably be expected to have a material adverse effect on the ability of Guarantor to perform its obligations under this Guaranty.
(e)      Guarantor’s obligations hereunder are not subject to any offset or defense against Bank or Borrower of any kind.
(f)      To ensure the legality, validity, enforceability or admissibility into evidence of this Guaranty in the jurisdiction in which Guarantor is incorporated and any jurisdiction in which Guarantor conducts business, it is not necessary that (i) this

2


Guaranty be filed or recorded with any court or other authority in such jurisdiction, (ii) any other filings, notices, authorizations, approvals be obtained or other actions taken, or (iii) any stamp or similar tax be paid on or with respect to this Guaranty, or, if any of the foregoing actions are necessary, they have been duly taken.
(g)      Neither Guarantor nor its property has any immunity from jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) under applicable law.
(h)      The incurrence of Guarantor’s obligations under this Guaranty will not cause Guarantor to (i) become insolvent; (ii) be left with unreasonably small capital for any business or transaction in which Guarantor is presently engaged or plans to be engaged; or (iii) be unable to pay its debts as such debts mature.
(i)      Guarantor covenants, warrants, and represents to Bank that all representations and warranties contained in this Guaranty shall be true at the time of Guarantor’s execution of this Guaranty, and shall continue to be true in all material respects so long as this Guaranty remains in effect.
Section 3.      General Waivers . Guarantor waives:
(a)      Any right to require Bank to (i) proceed against Borrower or any other person; (ii) proceed against or exhaust any security or (iii) pursue any other remedy. Bank may exercise or not exercise any right or remedy it has against Borrower or any security it holds (including the right to foreclose by judicial or nonjudicial sale) without affecting Guarantor’s liability hereunder.
(b)      Any defenses from disability or other defense of Borrower or from the cessation of Borrower’s liabilities.
(c)      Any setoff, defense or counterclaim against Bank.
(d)      Any defense from the absence, impairment or loss of any right of reimbursement or subrogation or any other rights against Borrower. Until Borrower’s Obligations to Bank have been indefeasibly paid in full and Borrower’s financing arrangements with Bank have been terminated, Guarantor has no right of subrogation or reimbursement against Borrower for claims arising under this Guaranty.
(e)      Any right to enforce any remedy that Bank has against Borrower.
(f)      Any rights to participate in any security held by Bank.
(g)      Any demands for performance, notices of nonperformance or of new or additional indebtedness incurred by Borrower to Bank. Guarantor is responsible for being and keeping itself informed of Borrower’s financial condition.

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(h)      The benefit of any act or omission by Bank which directly or indirectly results in or aids the discharge of Borrower from any of the Obligations by operation of law or otherwise.
Section 4.      Real Property Security Waiver . Guarantor acknowledges that, to the extent Guarantor has or may have rights of subrogation or reimbursement against Borrower for claims arising out of this Guaranty, those rights may be impaired or destroyed if Bank elects to proceed against any real property security of Borrower by non-judicial foreclosure. That impairment or destruction could, under certain judicial cases and based on equitable principles of estoppel, give rise to a defense by Guarantor against its obligations under this Guaranty. Guarantor waives that defense and any others arising from Bank’s election to pursue non-judicial foreclosure. Guarantor waives the benefits, if any, of any statutory or common law rule that may permit a subordinating creditor to assert any defenses of a surety or guarantor, or that may give the subordinating creditor the right to require a senior creditor to marshal assets, and Guarantor agrees that it shall not assert any such defenses or rights.
Section 5.      Reinstatement . Notwithstanding any provision of the Loan Agreement to the contrary, the liability of Guarantor hereunder shall be reinstated and revived and the rights of Bank shall continue if and to the extent that for any reason any payment by or on behalf of Guarantor or Borrower is rescinded or must be otherwise restored by Bank, whether as a result of any proceedings in bankruptcy or reorganization or otherwise, all as though such amount had not been paid. The determination as to whether any such payment must be rescinded or restored shall be made by Bank in its sole discretion; provided, however , that if Bank chooses to contest any such matter at the request of Guarantor, Guarantor agrees to indemnify and hold harmless Bank from all costs and expenses (including, without limitation, reasonable attorneys’ fees) of such litigation. To the extent any payment is rescinded or restored, Guarantor’s obligations hereunder shall be revived in full force and effect without reduction or discharge for that payment. Guarantor’s obligations under this Section 5 shall survive termination of this Guaranty.
Section 6.      No Waiver; Amendments . No failure on the part of Bank to exercise, no delay in exercising and no course of dealing with respect to, any right hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right hereunder preclude any other or further exercise thereof or the exercise of any other right. The remedies herein provided are cumulative and not exclusive of any remedies provided by law. This Guaranty may not be amended or modified except by written agreement between Guarantor and Bank, and no consent or waiver hereunder shall be valid unless in writing and signed by the party granting such consent or waiver.
Section 7.      Compromise and Settlement . No compromise, settlement, release, renewal, extension, indulgence, change in, waiver or modification of any of the Obligations or the release or discharge of Borrower from the performance of any of the Obligations shall release or discharge Guarantor from this Guaranty or the performance of the obligations hereunder.
Section 8.      Withholding . In the event any payments are received by Bank from Guarantor hereunder such payments will be made subject to applicable withholding for any taxes, levies, fees, deductions, withholding, restrictions or conditions of any nature whatsoever.

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Specifically, if at any time any governmental authority, applicable law, regulation or international agreement requires Guarantor to make any such withholding or deduction from any such payment or other sum payment hereunder to Bank, Guarantor hereby covenants and agrees that the amount due from Guarantor with respect to such payment or other sum payable hereunder will be increased to the extent necessary to ensure that, after the making of such required withholding or deduction, Bank receives a net sum equal to the sum which it would have received had no withholding or deduction been required and Guarantor shall pay the full amount withheld or deducted to the relevant governmental authority. Guarantor will, upon request, furnish Bank with proof reasonably satisfactory to Bank indicating that Guarantor has made such withholding payment provided, however, that Guarantor need not make any withholding payment if the amount or validity of such withholding payment is contested in good faith by appropriate and timely proceedings and as to which payment in full is bonded or reserved against by Guarantor. The agreements and obligations of Guarantor contained in this Section 8 shall survive the termination of this Guaranty.
Section 9.      Notice . Any notice or other communication herein required or permitted to be given shall be in writing and may be delivered in person or sent by facsimile transmission, overnight courier, or by United States mail, registered or certified, return receipt requested, postage prepaid and addressed as follows:
If to Guarantor:
Alimera Sciences B.V.
 
Naritaweg 165
 
1043 BW Amsterdam, the Netherlands
 
Attn:
the Board of Managing Directors
 
Fax:
+31 20 572 2650
 
 
 
with copies to:
Alimera Sciences, Inc.
 
6120 Windward Parkway, Suite 290
 
Alpharetta, Georgia 30005
 
Attn:
Chief Financial Officer
 
Fax:
+1 (678) 990-5744
 
 
 
If to Bank:
Silicon Valley Bank
 
275 Grove Street, Suite 2-200
 
Newton, Massachusetts 02466
 
Attn:
Ms. Kate Leland
 
Fax:
+1 (617) 527-0177
 
 
with copies to:
Riemer & Braunstein, LLP
 
Three Center Plaza
 
Boston, Massachusetts 02466
 
Attn:
David A. Ephraim, Esquire
 
Fax:
+1 (617) 880-3456

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or at such other address as may be substituted by notice given as herein provided. Every notice, demand, request, consent, approval, declaration or other communication hereunder shall be deemed to have been duly given or served on the date on which personally delivered or sent by facsimile transmission or three (3) Business Days after the same shall have been deposited in the United States mail. If sent by overnight courier service, the date of delivery shall be deemed to be the next Business Day after deposited with such service.
Section 10.      Entire Agreement . This Guaranty constitutes and contains the entire agreement of the parties and supersedes any and all prior and contemporaneous agreements, negotiations, correspondence, understandings and communications between Guarantor and Bank, whether written or oral, respecting the subject matter hereof.
Section 11.      Severability . If any provision of this Guaranty is held to be unenforceable under applicable law for any reason, it shall be adjusted, if possible, rather than voided in order to achieve the intent of Guarantor and Bank to the extent possible. In any event, all other provisions of this Guaranty shall be deemed valid and enforceable to the full extent possible under applicable law.
Section 12.      Subordination of Indebtedness . Any indebtedness or other obligation of Borrower now or hereafter held by or owing to Guarantor is hereby subordinated in time and right of payment to all obligations of Borrower to Bank, except as such indebtedness or other obligation is expressly permitted to be paid under the Loan Agreement; and such indebtedness of Borrower to Guarantor is assigned to Bank as security for this Guaranty, and if Bank so requests shall be collected, enforced and received by Guarantor in trust for Bank and to be paid over to Bank on account of the Obligations of Borrower to Bank, but without reducing or affecting in any manner the liability of Guarantor under the other provisions of this Guaranty. Any notes now or hereafter evidencing such indebtedness of Borrower to Guarantor shall be marked with a legend that the same are subject to this Guaranty and shall be delivered to Bank.
Section 13.      Payment of Expenses . Guarantor shall pay, promptly on demand, all Expenses incurred by Bank in defending and/or enforcing this Guaranty. For purposes hereof, “Expenses” shall mean costs and expenses (including reasonable fees and disbursements of any law firm or other external counsel and the allocated cost of internal legal services and all disbursements of internal counsel) for defending and/or enforcing this Guaranty (including those incurred in connection with appeals or proceedings by or against any Guarantor under the United States Bankruptcy Code, or any other bankruptcy or insolvency law, including assignments for the benefit of creditors, compositions, extensions generally with its creditors, or proceedings seeking reorganization, arrangement, or other relief).
Section 14.      Assignment; Governing Law . This Guaranty shall be binding upon and inure to the benefit of Guarantor and Bank and their respective successors and assigns, except that Guarantor shall not have the right to assign its rights hereunder or any interest herein without the prior written consent of Bank, which may be granted or withheld in Bank’s sole discretion. Any such purported assignment by Guarantor without Bank’s written consent shall be void. This

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Guaranty shall be governed by, and construed in accordance with, the laws of the State of New York without regard to principles thereof regarding conflict of laws.
Section 15.      Jurisdiction. Guarantor hereby irrevocably agrees that any legal action or proceeding with respect to this Guaranty or any of the agreements, documents or instruments delivered in connection herewith may be brought in the state and federal courts located in the State of New York as Bank may elect (provided that Guarantor acknowledges that any appeals from those courts may have to be heard by a court located outside of the State of New York), and, by execution and delivery hereof, Guarantor accepts and consents to, generally and unconditionally, the jurisdiction of the aforesaid courts and agrees that such jurisdiction shall be exclusive, unless waived by Bank in writing, with respect to any action or proceeding brought by Guarantor against Bank. Nothing herein shall limit the right of Bank to bring proceedings against Guarantor in the courts of any other jurisdiction. Guarantor hereby waives, to the full extent permitted by law, any right to stay or to dismiss any action or proceeding brought before said courts on the basis of forum non conveniens.
Section 16.      WAIVER OF JURY TRIAL . EACH OF BANK AND GUARANTOR HEREBY WAIVES, TO THE FULL EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS GUARANTY. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTY HERETO HAVE BEEN INDUCED TO ENTER INTO THIS GUARANTY AND ANY RELATED INSTRUMENTS, AS APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 16.
[signature page to follow]

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GUARANTOR:    
ALIMERA SCIENCES B.V.
/s/ J.P.V.G. Visser
By:
Trust International Management (T.I.M.) B.V.
Title:
Director A of Alimera Sciences B.V.
 
 
By:
J.P.V.G. Visser
Title:
Attorney-in-fact A
 
 
 
 
/s/ M.A.H. Martis
By:
Trust International Management (T.I.M.) B.V.
Title:
Director A of Alimera Sciences B.V.
 
 
By:
M.A.H. Martis
Title:
Attorney-in-fact A
 
 
 
 
/s/ Richard Samuel Eiswirth, Jr.
By:
Richard Samuel Eiswirth, Jr.
Title:
Director B of Alimera Sciences B.V.

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EXHIBIT 10.45
UNCONDITIONAL GUARANTY
This continuing Unconditional Guaranty (“Guaranty”) is entered into as of May 7, 2013, by AS C.V. , a limited partnership formed under the laws of the Netherlands (“Guarantor”), in favor of SILICON VALLEY BANK , a California corporation (“Bank”).
RECITALS
A.    Concurrently herewith, Bank and ALIMERA SCIENCES LIMITED , a company registered under the laws of England and Wales under company number 08018355 (“Borrower”), are entering into that certain Loan and Security Agreement dated as of even date herewith (as amended, restated, supplemented or otherwise modified from time to time, the “Loan Agreement”), pursuant to which Bank has agreed to make certain advances of money and to extend certain financial accommodations to Borrower (collectively, the “Loans”), subject to the terms and conditions set forth therein. Capitalized terms used but not otherwise defined herein shall have the meanings given them in the Loan Agreement.
B.    In consideration of the agreement of Bank to make the Loans to Borrower under the Loan Agreement, Guarantor is willing to guaranty the full payment and performance by Borrower of all of its obligations thereunder and under the other Loan Documents, all as further set forth herein.
C.    Guarantor is the parent entity of the parent company of Borrower and will obtain substantial direct and indirect benefit from the Loans made by Bank to Borrower under the Loan Agreement.
NOW, THEREFORE, to induce Bank to enter into the Loan Agreement, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, and intending to be legally bound, Guarantor hereby represents, warrants, covenants and agrees as follows:
Section 1. Guaranty.
1.1      Unconditional Guaranty of Payment. In consideration of the foregoing, Guarantor hereby irrevocably, absolutely and unconditionally guarantees to Bank the prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of all Obligations. Guarantor agrees that it shall execute such other documents or agreements and take such action as Bank shall reasonably request to effect the purposes of this Guaranty.
1.2      Separate Obligations. These obligations are independent of Borrower’s obligations and separate actions may be brought against Guarantor (whether action is brought against Borrower or whether Borrower is joined in the action).
Section 2.      Representations and Warranties.

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Guarantor hereby represents and warrants that:
(a)      Guarantor (i) is a limited partnership duly organized, validly existing and in good standing under the laws of the Netherlands; (ii) is duly qualified to do business and is in good standing in every jurisdiction where the nature of its business requires it to be so qualified (except where the failure to so qualify would not reasonably be expected to have a material adverse effect on the business or results of operations of the Consolidated Group, taken as a whole, or on Guarantor’s ability to pay or perform its obligations hereunder); and (iii) has all requisite power and authority to execute and deliver this Guaranty and each Loan Document executed and delivered by Guarantor pursuant to the Loan Agreement or this Guaranty and to perform its obligations thereunder and hereunder.
(b)      The execution, delivery and performance by Guarantor of this Guaranty (i) are within Guarantor’s powers and have been duly authorized by all necessary action on the part of Guarantor; (ii) do not contravene Guarantor’s organizational documents or any law or any contractual restriction binding on or affecting Guarantor or by which Guarantor’s property may be affected; (iii) do not require any authorization or approval or other action by, or any notice to or filing with, any governmental authority or any other Person under any indenture, mortgage, deed of trust, lease, agreement or other instrument to which Guarantor is a party or by which Guarantor or any of its property is bound, except such as have been obtained or made; and (iv) do not result in the imposition or creation of any Lien upon any property of Guarantor.
(c)      This Guaranty is a valid and binding obligation of Guarantor, enforceable against Guarantor in accordance with its terms, except as the enforceability thereof may be subject to or limited by bankruptcy, insolvency, reorganization, arrangement, moratorium or other similar laws relating to or affecting the rights of creditors generally.
(d)      There is no action, suit or proceeding affecting Guarantor pending or threatened before any court, arbitrator, or governmental authority, domestic or foreign, which would reasonably be expected to have a material adverse effect on the ability of Guarantor to perform its obligations under this Guaranty.
(e)      Guarantor’s obligations hereunder are not subject to any offset or defense against Bank or Borrower of any kind.
(f)      To ensure the legality, validity, enforceability or admissibility into evidence of this Guaranty in the jurisdiction in which Guarantor is formed and any jurisdiction in which Guarantor conducts business, it is not necessary that (i) this Guaranty be filed or recorded with any court or other authority in such jurisdiction, (ii) any other filings, notices, authorizations, approvals be obtained or other actions taken, or (iii) any stamp or similar tax be paid on or with respect to this Guaranty, or, if any of the foregoing actions are necessary, they have been duly taken.

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(g)      Neither Guarantor nor its property has any immunity from jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) under applicable law.
(h)      The incurrence of Guarantor’s obligations under this Guaranty will not cause Guarantor to (i) become insolvent; (ii) be left with unreasonably small capital for any business or transaction in which Guarantor is presently engaged or plans to be engaged; or (iii) be unable to pay its debts as such debts mature.
(i)      Guarantor covenants, warrants, and represents to Bank that all representations and warranties contained in this Guaranty shall be true at the time of Guarantor’s execution of this Guaranty, and shall continue to be true in all material respects so long as this Guaranty remains in effect.
Section 3.      General Waivers . Guarantor waives:
(a)      Any right to require Bank to (i) proceed against Borrower or any other person; (ii) proceed against or exhaust any security or (iii) pursue any other remedy. Bank may exercise or not exercise any right or remedy it has against Borrower or any security it holds (including the right to foreclose by judicial or nonjudicial sale) without affecting Guarantor’s liability hereunder.
(b)      Any defenses from disability or other defense of Borrower or from the cessation of Borrower’s liabilities.
(c)      Any setoff, defense or counterclaim against Bank.
(d)      Any defense from the absence, impairment or loss of any right of reimbursement or subrogation or any other rights against Borrower. Until Borrower’s Obligations to Bank have been indefeasibly paid in full and Borrower’s financing arrangements with Bank have been terminated, Guarantor has no right of subrogation or reimbursement against Borrower for claims arising under this Guaranty.
(e)      Any right to enforce any remedy that Bank has against Borrower.
(f)      Any rights to participate in any security held by Bank.
(g)      Any demands for performance, notices of nonperformance or of new or additional indebtedness incurred by Borrower to Bank. Guarantor is responsible for being and keeping itself informed of Borrower’s financial condition.
(h)      The benefit of any act or omission by Bank which directly or indirectly results in or aids the discharge of Borrower from any of the Obligations by operation of law or otherwise.

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Section 4.      Real Property Security Waiver . Guarantor acknowledges that, to the extent Guarantor has or may have rights of subrogation or reimbursement against Borrower for claims arising out of this Guaranty, those rights may be impaired or destroyed if Bank elects to proceed against any real property security of Borrower by non-judicial foreclosure. That impairment or destruction could, under certain judicial cases and based on equitable principles of estoppel, give rise to a defense by Guarantor against its obligations under this Guaranty. Guarantor waives that defense and any others arising from Bank’s election to pursue non-judicial foreclosure. Guarantor waives the benefits, if any, of any statutory or common law rule that may permit a subordinating creditor to assert any defenses of a surety or guarantor, or that may give the subordinating creditor the right to require a senior creditor to marshal assets, and Guarantor agrees that it shall not assert any such defenses or rights.
Section 5.      Reinstatement . Notwithstanding any provision of the Loan Agreement to the contrary, the liability of Guarantor hereunder shall be reinstated and revived and the rights of Bank shall continue if and to the extent that for any reason any payment by or on behalf of Guarantor or Borrower is rescinded or must be otherwise restored by Bank, whether as a result of any proceedings in bankruptcy or reorganization or otherwise, all as though such amount had not been paid. The determination as to whether any such payment must be rescinded or restored shall be made by Bank in its sole discretion; provided, however , that if Bank chooses to contest any such matter at the request of Guarantor, Guarantor agrees to indemnify and hold harmless Bank from all costs and expenses (including, without limitation, reasonable attorneys’ fees) of such litigation. To the extent any payment is rescinded or restored, Guarantor’s obligations hereunder shall be revived in full force and effect without reduction or discharge for that payment. Guarantor’s obligations under this Section 5 shall survive termination of this Guaranty.
Section 6.      No Waiver; Amendments . No failure on the part of Bank to exercise, no delay in exercising and no course of dealing with respect to, any right hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right hereunder preclude any other or further exercise thereof or the exercise of any other right. The remedies herein provided are cumulative and not exclusive of any remedies provided by law. This Guaranty may not be amended or modified except by written agreement between Guarantor and Bank, and no consent or waiver hereunder shall be valid unless in writing and signed by the party granting such consent or waiver.
Section 7.      Compromise and Settlement . No compromise, settlement, release, renewal, extension, indulgence, change in, waiver or modification of any of the Obligations or the release or discharge of Borrower from the performance of any of the Obligations shall release or discharge Guarantor from this Guaranty or the performance of the obligations hereunder.
Section 8.      Withholding . In the event any payments are received by Bank from Guarantor hereunder such payments will be made subject to applicable withholding for any taxes, levies, fees, deductions, withholding, restrictions or conditions of any nature whatsoever. Specifically, if at any time any governmental authority, applicable law, regulation or international agreement requires Guarantor to make any such withholding or deduction from any such payment or other sum payment hereunder to Bank, Guarantor hereby covenants and agrees that

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the amount due from Guarantor with respect to such payment or other sum payable hereunder will be increased to the extent necessary to ensure that, after the making of such required withholding or deduction, Bank receives a net sum equal to the sum which it would have received had no withholding or deduction been required and Guarantor shall pay the full amount withheld or deducted to the relevant governmental authority. Guarantor will, upon request, furnish Bank with proof reasonably satisfactory to Bank indicating that Guarantor has made such withholding payment provided, however, that Guarantor need not make any withholding payment if the amount or validity of such withholding payment is contested in good faith by appropriate and timely proceedings and as to which payment in full is bonded or reserved against by Guarantor. The agreements and obligations of Guarantor contained in this Section 8 shall survive the termination of this Guaranty.
Section 9.      Notice . Any notice or other communication herein required or permitted to be given shall be in writing and may be delivered in person or sent by facsimile transmission, overnight courier, or by United States mail, registered or certified, return receipt requested, postage prepaid and addressed as follows:
If to Guarantor:
AS C.V.
 
c/o Alimera Sciences, Inc.
 
6120 Windward Parkway, Suite 290
 
Alpharetta, Georgia 30005
 
Attn:
Cheif Financial Officer
 
Fax:
(678) 990-5744
 
 
 
If to Bank:
Silicon Valley Bank
 
275 Grove Street, Suite 2-200
 
Newton, Massachusetts 02466
 
Attn:
Ms. Kate Leland
 
Fax:
(617) 527-0177
 
 
with copies to:
Riemer & Braunstein, LLP
 
Three Center Plaza
 
Boston, Massachusetts 02466
 
Attn:
David A. Ephraim, Esquire
 
Fax:
(617) 880-3456

or at such other address as may be substituted by notice given as herein provided. Every notice, demand, request, consent, approval, declaration or other communication hereunder shall be deemed to have been duly given or served on the date on which personally delivered or sent by facsimile transmission or three (3) Business Days after the same shall have been deposited in the United States mail. If sent by overnight courier service, the date of delivery shall be deemed to be the next Business Day after deposited with such service.

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Section 10.      Entire Agreement . This Guaranty constitutes and contains the entire agreement of the parties and supersedes any and all prior and contemporaneous agreements, negotiations, correspondence, understandings and communications between Guarantor and Bank, whether written or oral, respecting the subject matter hereof.
Section 11.      Severability . If any provision of this Guaranty is held to be unenforceable under applicable law for any reason, it shall be adjusted, if possible, rather than voided in order to achieve the intent of Guarantor and Bank to the extent possible. In any event, all other provisions of this Guaranty shall be deemed valid and enforceable to the full extent possible under applicable law.
Section 12.      Subordination of Indebtedness . Any indebtedness or other obligation of Borrower now or hereafter held by or owing to Guarantor is hereby subordinated in time and right of payment to all obligations of Borrower to Bank, except as such indebtedness or other obligation is expressly permitted to be paid under the Loan Agreement; and such indebtedness of Borrower to Guarantor is assigned to Bank as security for this Guaranty, and if Bank so requests shall be collected, enforced and received by Guarantor in trust for Bank and to be paid over to Bank on account of the Obligations of Borrower to Bank, but without reducing or affecting in any manner the liability of Guarantor under the other provisions of this Guaranty. Any notes now or hereafter evidencing such indebtedness of Borrower to Guarantor shall be marked with a legend that the same are subject to this Guaranty and shall be delivered to Bank.
Section 13.      Payment of Expenses . Guarantor shall pay, promptly on demand, all Expenses incurred by Bank in defending and/or enforcing this Guaranty. For purposes hereof, “Expenses” shall mean costs and expenses (including reasonable fees and disbursements of any law firm or other external counsel and the allocated cost of internal legal services and all disbursements of internal counsel) for defending and/or enforcing this Guaranty (including those incurred in connection with appeals or proceedings by or against any Guarantor under the United States Bankruptcy Code, or any other bankruptcy or insolvency law, including assignments for the benefit of creditors, compositions, extensions generally with its creditors, or proceedings seeking reorganization, arrangement, or other relief).
Section 14.      Assignment; Governing Law . This Guaranty shall be binding upon and inure to the benefit of Guarantor and Bank and their respective successors and assigns, except that Guarantor shall not have the right to assign its rights hereunder or any interest herein without the prior written consent of Bank, which may be granted or withheld in Bank’s sole discretion. Any such purported assignment by Guarantor without Bank’s written consent shall be void. This Guaranty shall be governed by, and construed in accordance with, the laws of the State of New York without regard to principles thereof regarding conflict of laws.
Section 15.      Jurisdiction. Guarantor hereby irrevocably agrees that any legal action or proceeding with respect to this Guaranty or any of the agreements, documents or instruments delivered in connection herewith may be brought in the state and federal courts located in the State of New York as Bank may elect (provided that Guarantor acknowledges that any appeals from those courts may have to be heard by a court located outside of the State of New York), and, by execution and delivery hereof, Guarantor accepts and consents to, generally and

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unconditionally, the jurisdiction of the aforesaid courts and agrees that such jurisdiction shall be exclusive, unless waived by Bank in writing, with respect to any action or proceeding brought by Guarantor against Bank. Nothing herein shall limit the right of Bank to bring proceedings against Guarantor in the courts of any other jurisdiction. Guarantor hereby waives, to the full extent permitted by law, any right to stay or to dismiss any action or proceeding brought before said courts on the basis of forum non conveniens.
Section 16.      WAIVER OF JURY TRIAL . EACH OF BANK AND GUARANTOR HEREBY WAIVES, TO THE FULL EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS GUARANTY. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTY HERETO HAVE BEEN INDUCED TO ENTER INTO THIS GUARANTY AND ANY RELATED INSTRUMENTS, AS APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 16.
[signature page to follow]

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GUARANTOR:    
AS C.V.
By:
ALIMERA SCIENCES (DE), LLC, its
general partner and authorized representative
By:
/s/ Richard S. Eiswirth, Jr.
Name:
Richard S. Eiswirth, Jr.
Title:
Authorized Representative

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EXHIBIT 10.46
UNCONDITIONAL GUARANTY
This continuing Unconditional Guaranty (“Guaranty”) is entered into as of May 7, 2013, by ALIMERA SCIENCES, INC. , a Delaware corporation (“Guarantor”), in favor of SILICON VALLEY BANK , a California corporation (“Bank”).
RECITALS
A.    Concurrently herewith, Bank and ALIMERA SCIENCES LIMITED , a company registered under the laws of England and Wales under company number 08018355 (“Borrower”), are entering into that certain Loan and Security Agreement dated as of even date herewith (as amended, restated, supplemented or otherwise modified from time to time, the “Loan Agreement”), pursuant to which Bank has agreed to make certain advances of money and to extend certain financial accommodations to Borrower (collectively, the “Loans”), subject to the terms and conditions set forth therein. Capitalized terms used but not otherwise defined herein shall have the meanings given them in the Loan Agreement.
B.    In consideration of the agreement of Bank to make the Loans to Borrower under the Loan Agreement, Guarantor is willing to guaranty the full payment and performance by Borrower of all of its obligations thereunder and under the other Loan Documents, all as further set forth herein.
C.    Guarantor is the ultimate parent of Borrower and will obtain substantial direct and indirect benefit from the Loans made by Bank to Borrower under the Loan Agreement.
NOW, THEREFORE, to induce Bank to enter into the Loan Agreement, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, and intending to be legally bound, Guarantor hereby represents, warrants, covenants and agrees as follows:
Section 1. Guaranty.
1.1      Unconditional Guaranty of Payment. In consideration of the foregoing, Guarantor hereby irrevocably, absolutely and unconditionally guarantees to Bank the prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of all Obligations. Guarantor agrees that it shall execute such other documents or agreements and take such action as Bank shall reasonably request to effect the purposes of this Guaranty.
1.2      Separate Obligations. These obligations are independent of Borrower’s obligations and separate actions may be brought against Guarantor (whether action is brought against Borrower or whether Borrower is joined in the action).
Section 2.      Representations and Warranties.
Guarantor hereby represents and warrants that:

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(a)      Guarantor (i) is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware; (ii) is duly qualified to do business and is in good standing in every jurisdiction where the nature of its business requires it to be so qualified (except where the failure to so qualify would not reasonably be expected to have a material adverse effect on the business or results of operations of the Consolidated Group, taken as a whole, or on Guarantor’s ability to pay or perform its obligations hereunder); and (iii) has all requisite power and authority to execute and deliver this Guaranty and each Loan Document executed and delivered by Guarantor pursuant to the Loan Agreement or this Guaranty and to perform its obligations thereunder and hereunder.
(b)      The execution, delivery and performance by Guarantor of this Guaranty (i) are within Guarantor’s powers and have been duly authorized by all necessary action on the part of Guarantor; (ii) do not contravene Guarantor’s organizational documents or any law or any contractual restriction binding on or affecting Guarantor or by which Guarantor’s property may be affected; (iii) do not require any authorization or approval or other action by, or any notice to or filing with, any governmental authority or any other Person under any indenture, mortgage, deed of trust, lease, agreement or other instrument to which Guarantor is a party or by which Guarantor or any of its property is bound, except such as have been obtained or made; and (iv) do not result in the imposition or creation of any Lien upon any property of Guarantor.
(c)      This Guaranty is a valid and binding obligation of Guarantor, enforceable against Guarantor in accordance with its terms, except as the enforceability thereof may be subject to or limited by bankruptcy, insolvency, reorganization, arrangement, moratorium or other similar laws relating to or affecting the rights of creditors generally.
(d)      There is no action, suit or proceeding affecting Guarantor pending or threatened before any court, arbitrator, or governmental authority, domestic or foreign, which would reasonably be expected to have a material adverse effect on the ability of Guarantor to perform its obligations under this Guaranty.
(e)      Guarantor’s obligations hereunder are not subject to any offset or defense against Bank or Borrower of any kind.
(f)      The most recent financial statements of Guarantor, copies of which have been furnished to Bank, fairly present the financial position and results of operations for Guarantor for the dates and periods purported to be covered thereby, all in accordance with GAAP, and there has been no material adverse change in the financial position or operations of Guarantor since the date of such financial statements.
(g)      To ensure the legality, validity, enforceability or admissibility into evidence of this Guaranty in the jurisdiction in which Guarantor is incorporated and any jurisdiction in which Guarantor conducts business, it is not necessary that (i) this Guaranty be filed or recorded with any court or other authority in such jurisdiction, (ii) any other filings, notices, authorizations, approvals be obtained or other actions taken,

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or (iii) any stamp or similar tax be paid on or with respect to this Guaranty, or, if any of the foregoing actions are necessary, they have been duly taken.
(h)      Neither Guarantor nor its property has any immunity from jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) under applicable law.
(i)      The incurrence of Guarantor’s obligations under this Guaranty will not cause Guarantor to (i) become insolvent; (ii) be left with unreasonably small capital for any business or transaction in which Guarantor is presently engaged or plans to be engaged; or (iii) be unable to pay its debts as such debts mature.
(j)      Guarantor covenants, warrants, and represents to Bank that all representations and warranties contained in this Guaranty shall be true at the time of Guarantor’s execution of this Guaranty, and shall continue to be true in all material respects so long as this Guaranty remains in effect.
Section 3.      Reporting Covenant . Guarantor shall provide Bank with, within five (5) days of filing, copies of all reports on Form 10-K, 10-Q and 8‑K with respect to Guarantor filed with the SEC.
Section 4.      General Waivers . Guarantor waives:
(a)      Any right to require Bank to (i) proceed against Borrower or any other person; (ii) proceed against or exhaust any security or (iii) pursue any other remedy. Bank may exercise or not exercise any right or remedy it has against Borrower or any security it holds (including the right to foreclose by judicial or nonjudicial sale) without affecting Guarantor’s liability hereunder.
(b)      Any defenses from disability or other defense of Borrower or from the cessation of Borrower’s liabilities.
(c)      Any setoff, defense or counterclaim against Bank.
(d)      Any defense from the absence, impairment or loss of any right of reimbursement or subrogation or any other rights against Borrower. Until Borrower’s Obligations to Bank have been indefeasibly paid in full and Borrower’s financing arrangements with Bank have been terminated, Guarantor has no right of subrogation or reimbursement against Borrower for claims arising under this Guaranty.
(e)      Any right to enforce any remedy that Bank has against Borrower.
(f)      Any rights to participate in any security held by Bank.

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(g)      Any demands for performance, notices of nonperformance or of new or additional indebtedness incurred by Borrower to Bank. Guarantor is responsible for being and keeping itself informed of Borrower’s financial condition.
(h)      The benefit of any act or omission by Bank which directly or indirectly results in or aids the discharge of Borrower from any of the Obligations by operation of law or otherwise.
Section 5.      Real Property Security Waiver . Guarantor acknowledges that, to the extent Guarantor has or may have rights of subrogation or reimbursement against Borrower for claims arising out of this Guaranty, those rights may be impaired or destroyed if Bank elects to proceed against any real property security of Borrower by non-judicial foreclosure. That impairment or destruction could, under certain judicial cases and based on equitable principles of estoppel, give rise to a defense by Guarantor against its obligations under this Guaranty. Guarantor waives that defense and any others arising from Bank’s election to pursue non-judicial foreclosure. Guarantor waives the benefits, if any, of any statutory or common law rule that may permit a subordinating creditor to assert any defenses of a surety or guarantor, or that may give the subordinating creditor the right to require a senior creditor to marshal assets, and Guarantor agrees that it shall not assert any such defenses or rights.
Section 6.      Reinstatement . Notwithstanding any provision of the Loan Agreement to the contrary, the liability of Guarantor hereunder shall be reinstated and revived and the rights of Bank shall continue if and to the extent that for any reason any payment by or on behalf of Guarantor or Borrower is rescinded or must be otherwise restored by Bank, whether as a result of any proceedings in bankruptcy or reorganization or otherwise, all as though such amount had not been paid. The determination as to whether any such payment must be rescinded or restored shall be made by Bank in its sole discretion; provided, however , that if Bank chooses to contest any such matter at the request of Guarantor, Guarantor agrees to indemnify and hold harmless Bank from all costs and expenses (including, without limitation, reasonable attorneys’ fees) of such litigation. To the extent any payment is rescinded or restored, Guarantor’s obligations hereunder shall be revived in full force and effect without reduction or discharge for that payment. Guarantor’s obligations under this Section 6 shall survive termination of this Guaranty.
Section 7.      No Waiver; Amendments . No failure on the part of Bank to exercise, no delay in exercising and no course of dealing with respect to, any right hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right hereunder preclude any other or further exercise thereof or the exercise of any other right. The remedies herein provided are cumulative and not exclusive of any remedies provided by law. This Guaranty may not be amended or modified except by written agreement between Guarantor and Bank, and no consent or waiver hereunder shall be valid unless in writing and signed by the party granting such consent or waiver.
Section 8.      Compromise and Settlement . No compromise, settlement, release, renewal, extension, indulgence, change in, waiver or modification of any of the Obligations or the release or discharge of Borrower from the performance of any of the Obligations shall release or discharge Guarantor from this Guaranty or the performance of the obligations hereunder.

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Section 9.      Notice . Any notice or other communication herein required or permitted to be given shall be in writing and may be delivered in person or sent by facsimile transmission, overnight courier, or by United States mail, registered or certified, return receipt requested, postage prepaid and addressed as follows:
If to Guarantor:
Alimera Sciences, Inc.
 
6120 Windward Parkway, Suite 290
 
Alpharetta, Georgia 30005
 
Attn:
Cheif Financial Officer
 
Fax:
(678) 990-5744
 
 
 
If to Bank:
Silicon Valley Bank
 
275 Grove Street, Suite 2-200
 
Newton, Massachusetts 02466
 
Attn:
Ms. Kate Leland
 
Fax:
(617) 527-0177
 
 
with copies to:
Riemer & Braunstein, LLP
 
Three Center Plaza
 
Boston, Massachusetts 02466
 
Attn:
David A. Ephraim, Esquire
 
Fax:
(617) 880-3456
or at such other address as may be substituted by notice given as herein provided. Every notice, demand, request, consent, approval, declaration or other communication hereunder shall be deemed to have been duly given or served on the date on which personally delivered or sent by facsimile transmission or three (3) Business Days after the same shall have been deposited in the United States mail. If sent by overnight courier service, the date of delivery shall be deemed to be the next Business Day after deposited with such service.
Section 10.      Entire Agreement . This Guaranty constitutes and contains the entire agreement of the parties and supersedes any and all prior and contemporaneous agreements, negotiations, correspondence, understandings and communications between Guarantor and Bank, whether written or oral, respecting the subject matter hereof.
Section 11.      Severability . If any provision of this Guaranty is held to be unenforceable under applicable law for any reason, it shall be adjusted, if possible, rather than voided in order to achieve the intent of Guarantor and Bank to the extent possible. In any event, all other provisions of this Guaranty shall be deemed valid and enforceable to the full extent possible under applicable law.
Section 12.      Subordination of Indebtedness . Any indebtedness or other obligation of Borrower now or hereafter held by or owing to Guarantor is hereby subordinated in time and right of payment to all obligations of Borrower to Bank, except as such indebtedness or other

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obligation is expressly permitted to be paid under the Loan Agreement; and such indebtedness of Borrower to Guarantor is assigned to Bank as security for this Guaranty, and if Bank so requests shall be collected, enforced and received by Guarantor in trust for Bank and to be paid over to Bank on account of the Obligations of Borrower to Bank, but without reducing or affecting in any manner the liability of Guarantor under the other provisions of this Guaranty. Any notes now or hereafter evidencing such indebtedness of Borrower to Guarantor shall be marked with a legend that the same are subject to this Guaranty and shall be delivered to Bank.
Section 13.      Payment of Expenses . Guarantor shall pay, promptly on demand, all Expenses incurred by Bank in defending and/or enforcing this Guaranty. For purposes hereof, “Expenses” shall mean costs and expenses (including reasonable fees and disbursements of any law firm or other external counsel and the allocated cost of internal legal services and all disbursements of internal counsel) for defending and/or enforcing this Guaranty (including those incurred in connection with appeals or proceedings by or against any Guarantor under the United States Bankruptcy Code, or any other bankruptcy or insolvency law, including assignments for the benefit of creditors, compositions, extensions generally with its creditors, or proceedings seeking reorganization, arrangement, or other relief).
Section 14.      Assignment; Governing Law . This Guaranty shall be binding upon and inure to the benefit of Guarantor and Bank and their respective successors and assigns, except that Guarantor shall not have the right to assign its rights hereunder or any interest herein without the prior written consent of Bank, which may be granted or withheld in Bank’s sole discretion. Any such purported assignment by Guarantor without Bank’s written consent shall be void. This Guaranty shall be governed by, and construed in accordance with, the laws of the State of New York without regard to principles thereof regarding conflict of laws.
Section 15.      Jurisdiction. Guarantor hereby irrevocably agrees that any legal action or proceeding with respect to this Guaranty or any of the agreements, documents or instruments delivered in connection herewith may be brought in the state and federal courts located in the State of New York as Bank may elect (provided that Guarantor acknowledges that any appeals from those courts may have to be heard by a court located outside of the State of New York), and, by execution and delivery hereof, Guarantor accepts and consents to, generally and unconditionally, the jurisdiction of the aforesaid courts and agrees that such jurisdiction shall be exclusive, unless waived by Bank in writing, with respect to any action or proceeding brought by Guarantor against Bank. Nothing herein shall limit the right of Bank to bring proceedings against Guarantor in the courts of any other jurisdiction. Guarantor hereby waives, to the full extent permitted by law, any right to stay or to dismiss any action or proceeding brought before said courts on the basis of forum non conveniens.
Section 16.      WAIVER OF JURY TRIAL . EACH OF BANK AND GUARANTOR HEREBY WAIVES, TO THE FULL EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS GUARANTY. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS

6



REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTY HERETO HAVE BEEN INDUCED TO ENTER INTO THIS GUARANTY AND ANY RELATED INSTRUMENTS, AS APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 16.
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GUARANTOR:    
ALIMERA SCIENCES, INC.
By:
/s/ Richard S. Eiswirth, Jr.
Name:
Richard S. Eiswirth, Jr.
Title:
Chief Financial Officer and
Chief Operating Officer


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EXHIBIT 10.47
SECOND LOAN MODIFICATION AGREEMENT
(WORKING CAPITAL LINE OF CREDIT)
This Second Loan Modification Agreement (this “Loan Modification Agreement”) is entered into as of May 7, 2013, by and between SILICON VALLEY BANK , a California corporation, with its principal place of business at 3003 Tasman Drive, Santa Clara, California 95054 and with a loan production office located at 275 Grove Street, Suite 2-200, Newton, Massachusetts 02466 (“Bank”) and ALIMERA SCIENCES, INC. , a Delaware corporation, with its chief executive office located at 6120 Windward Parkway, Suite 290, Alpharetta, Georgia 30005 (“Borrower”).
1. DESCRIPTION OF EXISTING INDEBTEDNESS AND OBLIGATIONS . Among other indebtedness and obligations which may be owing by Borrower to Bank, Borrower is indebted to Bank pursuant to a loan arrangement dated as of October 14, 2010, evidenced by, among other documents, a certain Loan and Security Agreement (Working Capital Line of Credit) dated as of October 14, 2010, between Borrower and Bank, as amended by a certain First Loan Modification Agreement dated as of May 16, 2011 (as amended, the “Loan Agreement”). Capitalized terms used but not otherwise defined herein shall have the same meaning as in the Loan Agreement.
2.      DESCRIPTION OF COLLATERAL . Repayment of the Obligations is secured by (a) the Collateral, and (b) the Intellectual Property Collateral as defined in that certain Intellectual Property Security Agreement dated as of October 14, 2010, between Bank and Borrower (the “IP Agreement”, and together with the Loan Agreement and any other collateral security granted to Bank, the “Security Documents”). Hereinafter, the Security Documents, together with all other documents evidencing or securing the Obligations shall be referred to as the “Existing Loan Documents”.
3.      DESCRIPTION OF CHANGE IN TERMS .

A.
Modification to Loan Agreement . The Loan Agreement shall be amended by deleting the following definition, appearing in Section 13.1 thereof:
““ Maturity Date ” is April 30, 2014.”
and inserting in lieu thereof the following:

““ Maturity Date ” is May 6, 2013.”
4.      FEES AND EXPENSES . Borrower shall reimburse Bank for all legal fees and expenses incurred in connection with this amendment to the Existing Loan Documents.
5.      CONSISTENT CHANGES . The Existing Loan Documents are hereby amended wherever necessary to reflect the changes described above.
6.      RATIFICATION OF LOAN DOCUMENTS . Borrower hereby ratifies, confirms, and reaffirms all terms and conditions of all security or other collateral granted to Bank, and confirms that the indebtedness secured thereby includes, without limitation, the Obligations.
7.      NO DEFENSES OF BORROWER . Borrower hereby acknowledges and agrees that Borrower has no offsets, defenses, claims, or counterclaims against Bank with respect to the Obligations, or otherwise, and that if Borrower now has, or ever did have, any offsets, defenses, claims, or counterclaims against Bank, whether known or




unknown, at law or in equity, all of them are hereby expressly WAIVED and Borrower hereby RELEASES Bank from any liability thereunder.
8.      CONTINUING VALIDITY . Borrower understands and agrees that in modifying the existing Obligations, Bank is relying upon Borrower’s representations, warranties, and agreements, as set forth in the Existing Loan Documents. Except as expressly modified pursuant to this Loan Modification Agreement, the terms of the Existing Loan Documents remain unchanged and in full force and effect. Bank’s agreement to modifications to the existing Obligations pursuant to this Loan Modification Agreement in no way shall obligate Bank to make any future modifications to the Obligations. Nothing in this Loan Modification Agreement shall constitute a satisfaction of the Obligations. It is the intention of Bank and Borrower to retain as liable parties all makers of Existing Loan Documents, unless the party is expressly released by Bank in writing. No maker will be released by virtue of this Loan Modification Agreement.
9.      COUNTERSIGNATURE . This Loan Modification Agreement shall become effective only when it shall have been executed by Borrower and Bank.
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This Loan Modification Agreement is executed as of the date first written above.

BORROWER:                        BANK:

ALIMERA SCIENCES, INC.                SILICON VALLEY BANK
By:
/s/ Richard S. Eiswirth, Jr.
 
By:
/s/ Scott McCarty
Name:
Richard S. Eiswirth, Jr.
 
Name:
Scott McCarty
Title:
Chief Financial Officer and
Chief Operating Officer
 
Title:
Vice President




EXHIBIT 31.1
CERTIFICATION
I, C. Daniel Myers, certify that:

1.
 
I have reviewed this Quarterly Report on Form 10-Q of Alimera Sciences, Inc.;
 
 
2.
 
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
 
 
3.
 
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
 
 
4.
 
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
 
a.
 
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
 
 
 
b.
 
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision; to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
 
 
 
c.
 
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
 
 
 
d.
 
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.
 
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
 
a.
 
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
 
 
 
b.
 
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
 
 
 
 
 
Date: August 14, 2013
/s/ C. Daniel Myers
 
 
C. Daniel Myers   
 
 
Chief Executive Officer and President
(Principal Executive Officer)   
 


EXHIBIT 31.2
CERTIFICATION
I, Richard S. Eiswirth, Jr., certify that:

1.
 
I have reviewed this Quarterly Report on Form 10-Q of Alimera Sciences, Inc.;
 
 
2.
 
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
 
 
3.
 
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
 
 
4.
 
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
 
a.
 
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
 
 
 
b.
 
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision; to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
 
 
 
c.
 
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
 
 
 
d.
 
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.
 
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
 
a.
 
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
 
 
 
 
 
b.
 
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
 
 
 
 
 
 
Date: August 14, 2013
/s/ Richard S. Eiswirth, Jr.
 
 
Richard S. Eiswirth, Jr.   
 
 
Chief Operating Officer and Chief Financial Officer
(Principal Financial and Accounting Officer)   
 


EXHIBIT 32.1
Certification
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
(Subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code)
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of section 1350, chapter 63 of title 18, United States Code), each of the undersigned officers of Alimera Sciences, Inc. (the Company), does hereby certify, to the best of such officer’s knowledge, that:
The Quarterly Report on Form 10-Q for the quarter ended March 31, 2013 (the Form 10-Q) of the Company fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, and the information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company.
 
 
 
 
 
Date: August 14, 2013
/s/ C. Daniel Myers
 
 
C. Daniel Myers   
 
 
Chief Executive Officer and President
(Principal Executive Officer)   
 
 
Date: August 14, 2013
/s/ Richard S. Eiswirth, Jr.
 
 
Richard S. Eiswirth, Jr.   
 
 
Chief Operating Officer and Chief Financial Officer
(Principal Financial and Accounting Officer)   
 
A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request. This certification “accompanies” the Form 10-Q to which it relates, is not deemed filed with the SEC and is not to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended (whether made before or after the date of the Form 10-Q), irrespective of any general incorporation language contained in such filing.