EXHIBIT 10.41 CONFIDENTIAL TREATMENT REQUESTED

THIS Master Services Agreement (“Agreement”) is made between:-

(Each a “Party”, and together the “Parties”)

WHEREAS:-

The scope of the services covered by this Agreement in respect of which individual Project Orders may from time to time be entered into as provided above may include without limitation marketing, brand management, sales promotion & detailing services, strategic planning services, project management services, market access and pricing & reimbursement support, exploitant services, regulatory services, medical science liaison & communications services and consultancy advice requested by Alimera or its Affiliates from time to time and agreed to by Quintiles Commercial as set forth in each applicable Project Order (the “Services”). For the avoidance of doubt, nothing in this Agreement shall be construed to transfer from Alimera to Quintiles Commercial and/or any of its Affiliates any regulatory requirements unless such transfer is specifically provided for in the applicable Project Order.

Quintiles Commercial and Alimera shall establish a Joint Steering Committee (“JSC”). The JSC shall have overall strategic responsibility for managing the relationship established by this Agreement. In overseeing the operational aspects of commercialisation, the JSC shall, without limitation and in addition to other specific obligations set forth in this Agreement and the Project Orders: (i) discuss and agree upon the mission and vision for the relationship between the Parties and ensure that such mutually agreed upon mission and vision are carried out, (ii) maintain senior level focus, (iii) review business performance, including, without limitation, ****, (iv) ****

****, (v) ensure that Alimera has access to Quintiles Commercial knowledge and experience with respect to ****, as appropriate, (vi) coordinate training activities for the Quintiles Commercial personnel deployed in each Territory, (vii) ****, (viii) facilitate the flow of information between the Parties for the betterment of the Services to be provided under each Project Order, and (ix) act as an escalation forum for unresolved operational issues. In addition to ensuring the effective implementation of this Agreement and the Project Orders entered into hereunder, the JSC shall have initial responsibility for resolving disputes between the Parties. Other key issues to be discussed by and within each quarterly meeting of the JSC (referred to at Clause 1.4.3 below) shall include, without limitation:

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The composition of the JSC will consist of **** representatives appointed by Alimera and **** representatives appointed by Quintiles Commercial,

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Either Party may substitute or replace members of the JSC to serve as their representatives upon written notice to the other Party, provided that all such representatives shall be individuals of appropriate authority and seniority. The Parties shall appoint the initial members of the JSC not later than the date that the Parties enter into the first Project Order hereunder (as indicated by the date of the last signature to such Project Order). Each Party may invite (in its reasonable and good faith discretion) additional employees and/or independent contractors to attend the JSC meetings upon written notice to the other Party. Such additional employees and/or independent contractors shall not have the right to vote with respect to matters requiring the decision or approval of the JSC. The JSC shall operate by consensus. The representatives of each Party shall have collectively one (1) vote on behalf of such Party; provided that no such vote taken at a meeting shall be valid unless a representative of each Party is present and participating in the vote. In the event of a dispute within the JSC such that no decision can be made with respect to a particular issue after attempted resolution by good faith and diligent negotiation between the Parties, ****.

The JSC shall meet as frequently as may be agreed upon, to review the progress in the implementation of the responsibilities and obligations under this Agreement and, in any event, shall meet (normally in Europe) or arrange a telephone conference call no less than once every calendar quarter in each calendar year of this Agreement with effect from the 1^st November 2012. The JSC shall perform any and all functions as allocated to it under the provisions of this Agreement to further the purposes of this Agreement and each Project Order as reasonably determined by the Parties. The Parties will mutually agree, if applicable, on the location (normally in Europe) of each such meeting, and the text of the final agenda for each meeting. Immediately after each meeting of the JSC, minutes shall be drawn up by Quintiles Commercial and mutually agreed upon by both Parties promptly thereafter (as evidenced by signatures of each of the Parties on such minutes). Where such meetings of the JSC take place in Europe then each Party shall bear the travel cost and accommodation costs and expenses of its respective representatives. Where such meetings take place outside of Europe then Alimera shall bear the reasonable travel cost and accommodation costs and expenses of its representatives as well as the reasonable travel and accommodation costs of the representatives of Quintiles Commercial attending such meetings.

The JSC shall have no authority to amend, vary, modify or waive compliance with the terms and conditions of this Agreement or any Project Order, or subject to Clause 1.2.2, to approve actions of the Parties which are inconsistent with this Agreement or any Project Order. Such approvals, amendments, variations, modifications or waivers shall be effective only if implemented by means of a formal written amendment or written waiver to this Agreement or a Project Order that is executed by a duly authorised officer of each Party.

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This Agreement shall commence with effect from the 6^th August 2012 and shall continue thereafter for a period of five (5) years (the “Term”), unless or until terminated by either Party in accordance with Clause 14 below. The term of each specific Project Order shall be set forth in the individual Project Order, and each Party’s rights to terminate a Project Order is set forth in Clause 14 below and the applicable Project Order. Notwithstanding the foregoing, if any Project Orders remain in effect at the expiration of the Term, this Agreement shall continue in effect solely as it applies to any such Project Order until the termination or expiration of such Project Order. Termination of a Project Order shall not affect the validity of this Agreement except in respect of the terminated Project Order.

It is understood that during the course of this Agreement and each Project Order, Quintiles Commercial, its Affiliates and its and/or their respective employees may be exposed to data and other materials and information that are confidential and proprietary to Alimera and/or its Affiliates. All such data, materials and information that are marked or otherwise identified as confidential at the time of disclosure or that are of such a nature

or disclosed in such a manner that a reasonable person would understand such information to be confidential as well as all Alimera Property as defined in Clause 5.1 below (hereinafter collectively referred to as “Alimera Confidential Information”), written or verbal, tangible or intangible, made available, disclosed, or otherwise made known to or obtained, collected, discovered or developed by Quintiles Commercial, its Affiliates and/or its or their respective employees as a result of carrying out the Services for Alimera and/or its Affiliates under this Agreement or a Project Order shall be considered confidential and shall be considered the sole property of Alimera and shall be treated as such by Quintiles Commercial and its Affiliates. All data, materials and information regarding Quintiles Commercial’s and its Affiliates’ operations, methods, and pricing, that is marked or otherwise identified as confidential at the time of disclosure or that is of such a nature or disclosed in such a manner that a reasonable person would understand such information to be confidential, howsoever disclosed, made available or otherwise made known to Alimera and/or its Affiliates by Quintiles Commercial and/or its Affiliates in connection with this Agreement and/or each Project Order as well as all Quintiles Commercial Property (as defined in Clause 5.2 below) (hereinafter collectively referred to as the “Quintiles Commercial Confidential Information”) is proprietary, confidential information belonging to Quintiles Commercial and/or its Affiliates, as the case may be, and shall be treated as such by Alimera and its Affiliates. The Quintiles Commercial Confidential Information together with Alimera Confidential Information shall hereinafter be collectively referred to as the “Confidential Information”. The Confidential Information of the disclosing Party shall be used only by the receiving Party’s employees or those employees of its Affiliates who (i) have a need to know the same only for purposes of performing the receiving Party’s obligations hereunder or under a relevant Project Order or in the case of Alimera, also for purposes of benefitting from the Services provided under this Agreement and the Project Orders, and for no other purpose, and (ii) provided that the employees of such Party or those of its Affiliates to whom such Confidential Information is disclosed is bound by written obligations of confidentiality the same as or substantially similar to those herein and that the Party disclosing such information remains responsible for any breaches of confidentiality by such person to whom such information is disclosed. Each Party agrees that it will not reveal, publish or otherwise disclose the Confidential Information of the other Party to any third party without the prior written consent of the disclosing Party, unless otherwise expressly permitted in this Agreement, for example, under the last paragraph of this Clause 4 or under Clause 11. Unless otherwise expressly permitted in this Agreement, for example, under this paragraph of this Clause 4 or under Clause 11, each Party agrees that it will not disclose the terms of this Agreement or any Project Order to any third party without the written consent of the other Party, which shall not unreasonably be withheld or delayed. Notwithstanding the foregoing, either Party may disclose the existence of this Agreement and/or any Project Orders and/or any of their terms in connection with any financing transaction or due diligence inquiry, provided that the third party to whom such information is disclosed is first bound by written confidentiality obligations substantially similar to those herein and the Party disclosing such information is and shall remain responsible for any breaches of confidentiality by the third party to whom such information is disclosed. These obligations of confidentiality and

nondisclosure shall remain in effect for a period of **** after the completion or termination of the applicable Project Order.

The foregoing obligations shall not apply to Confidential Information to the extent that it: (a) is or becomes generally available to the public other than as a result of a disclosure by the receiving Party; (b) becomes available to the receiving Party on a non-confidential basis from a source which is not prohibited from disclosing such information; (c) was developed independently of any disclosure by the disclosing Party or was known to the receiving Party prior to its receipt from the disclosing Party, as shown by written evidence, unless in the case of Quintiles Commercial as the receiving Party, such information was developed or learned by Quintiles Commercial in the course of performing Services for Alimera; (d) is disclosed under obligations of confidentiality by the receiving Party to a third party with the written agreement of the disclosing Party; or (e) is required by applicable law or regulation to be disclosed, provided that if the receiving Party is required by applicable law or regulation to disclose the Confidential Information of the disclosing Party, (i) the receiving Party shall give the disclosing Party prompt notice of such fact so that the disclosing Party may seek to obtain a protective order or other appropriate remedy concerning any such disclosure and/or waive compliance with the non-disclosure provisions of this Agreement and (ii) the receiving Party shall reasonably cooperate with the disclosing Party in connection with the disclosing Party’s efforts to obtain any such order or other remedy. If any such order or other remedy does not fully preclude disclosure or the disclosing Party waives such compliance, the receiving Party may make such disclosure only to the extent that such disclosure is legally required.

5.    Ownership and Property.

foregoing ownership. Quintiles Commercial shall assist Alimera, at Alimera’s reasonable expense, to further evidence, confirm, record and perfect such assignments, and to obtain, maintain, enforce, and defend any rights assigned.

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At the completion of the Services by Quintiles Commercial in relation to any Project Order or at the expiration or termination of this Agreement all relevant documents and materials provided by Alimera and/or its Affiliates and all Work Product, regardless of the method of storage or retrieval, shall be returned or provided promptly to Alimera and/or its Affiliates in such form as is then currently in the possession of Quintiles Commercial and/or its Affiliates. Alternatively, at Alimera’s or its Affiliates’ written request, such documents, materials and/or Work Product may be retained by Quintiles Commercial or its Affiliate for Alimera or its Affiliates for an agreed-upon time period, or disposed of pursuant to the written directions of Alimera or its Affiliates. If Alimera or any of its Affiliates makes such written request, Alimera or its Affiliates shall pay the costs mutually agreed upon by the applicable parties associated with any of the above retention or disposal options, provided always that such costs are mutually agreed upon by the Parties prior to the commencement of any of the above retention or disposal options. Quintiles Commercial, however, reserves the right to retain, at its own cost and subject to the confidentiality provisions herein, a copy of all the materials that may be needed to satisfy applicable regulatory requirements or to resolve possible disputes with Alimera and/or its Affiliates regarding the Services. Nothing in this Agreement shall be construed to transfer from Alimera to Quintiles Commercial any regulatory record-keeping requirements unless such transfer is specifically provided for in the applicable Project Order.

official or to induce such official to use his influence with the local government to effect or influence the decision of such government in order to assist a Party in its performance of its obligations under this Agreement or to benefit the other Party; (ii) any political party or candidate for public office for such purpose; or (iii) any person if such Party knows or has reason to know that such money or thing of value will be offered, promised, paid, or given, directly or indirectly, to any official, political party, or candidate for such purpose.

authority on Alimera’s behalf. Quintiles Commercial shall promptly notify Alimera of any information Quintiles Commercial receives regarding any threatened or pending action by a government or regulatory agency that may affect Alimera Products. Alimera shall notify Quintiles Commercial of every instance of actual or suspected fraud or misconduct on the part of a Quintiles Commercial employee promptly after the initial discovery of any material suspicious findings or material possible evidence of such by Alimera. Quintiles Commercial shall, at the request of Alimera, cooperate with Alimera in order to respond, or in formulating a procedure for taking appropriate action. In no event shall Quintiles Commercial ****.

Quintiles Commercial represents to Alimera that it is not a party to any agreement which would prevent it from fulfilling its obligations under this Agreement and that during the term of this Agreement, Quintiles Commercial agrees that it will not enter into any agreement which would in any way prevent it from providing the Services or meeting its other obligations contemplated under this Agreement. Alimera agrees that it will not enter into an agreement with a third party whereby Alimera delegates, or has delegated, to a third party any regulatory obligations already delegated to Quintiles Commercial

pursuant to this Agreement without the written consent of Quintiles Commercial, which will not be unreasonably withheld.

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Alimera shall indemnify, defend and hold harmless Quintiles Commercial, its Affiliates, and its and their respective directors, officers, employees, and agents (“Quintiles Commercial Indemnitees”) from and against any and all losses, damages, liabilities, reasonable attorneys fees, court costs and expenses owed to third parties (collectively, “Losses”), joint or several, resulting or arising from any third party claims, actions, proceedings, investigations or litigation against Quintiles Commercial Indemnitees relating to or arising from or in connection with ****

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Quintiles Commercial shall indemnify, defend and hold harmless Alimera, its Affiliates, and its and their respective directors, officers, employees, and agents (the “Alimera Indemnitees”) from and against any and all Losses, joint or several, resulting or arising from any third party claims, actions, proceedings, investigations or litigation against Alimera Indemnitees relating to or arising from or in connection with ****.

After the provision of such information, Quintiles Commercial will ****, in either case other than as required by applicable law or as agreed in writing by Alimera and Quintiles Commercial. Without prejudice to the above, Quintiles Commercial agrees to **** following its provision to Alimera.

Nothing in this Agreement, including without limitation Clauses 13.1, 13.2 and 13.3 above, or any Project Order, shall operate as to ****.

The Party seeking indemnification hereunder (the “Indemnified Party”) shall: (a) give the Party obligated to indemnify (the “Indemnifying Party”) prompt written notice of any such claim or law suit (including a copy of any notice thereof); (b) not make any admission of liability in relation to the claim or compromise or settle the claim without the prior written consent of the Indemnifying Party (not to be unreasonably withheld or delayed); (c) if so requested permit the Indemnifying Party, in the name of the Indemnified Party, to have sole conduct of all matters relating to the claim as it may deem appropriate provided that it keeps the Indemnified Party reasonably informed of the steps which are being taken in relation to the claim; (d) reasonably cooperate with the Indemnifying Party and its legal representatives in the investigation and defence of any matter that is the subject of indemnification (provided that the Indemnifying Party pays or reimburses it in relation to its reasonable costs in complying with such requirement); and (e) not unreasonably withhold its approval of the settlement of any such claim, liability, or action by Indemnifying Party covered by this indemnification provision; provided, however, that Indemnified Party’s failure to comply with its obligations under this Clause shall not constitute a breach of this Agreement nor relieve Indemnifying Party of its indemnification obligations, except to the extent, if any, that Indemnifying Party’s defence of the affected claim, action or proceeding actually was materially impaired thereby.

****. Upon notice of termination of this Agreement and/or Project Order the ****. In addition, in the event that this Agreement or a Project Order is terminated pursuant to the foregoing provisions, if applicable, Quintiles Commercial shall deliver promptly to Alimera any and all work product and works-in-progress made, created or developed in connection with the terminated Project Order(s).

Without limiting Clause 1.2.1, Alimera and Quintiles Commercial each recognise and agree that each Party hereto, including its and their respective Affiliates, may execute individual Project Orders subject to the terms and conditions of this Agreement. Following execution of such Project Orders, without limiting Clause 1.2.1, Alimera and Quintiles Commercial further recognise and agree that all claims, actions, proceedings, investigations or litigation relating to or arising from or in connection with each such Project Order, including the Service provided thereunder, may be dealt with ****.

Alimera shall forward to Quintiles Commercial in a timely manner all documents, materials and information in Alimera’s possession or control necessary for Quintiles Commercial to conduct the Services that is requested by Quintiles Commercial in a Project Order or otherwise. Quintiles Commercial shall not be liable to Alimera nor be deemed to have breached this Agreement or any Project Order for errors, delays or other

consequences arising from Alimera’s failure to timely provide such documents, materials or information or to otherwise reasonably cooperate with Quintiles Commercial in order for Quintiles Commercial to timely and properly perform its obligations, following receipt by Alimera of a request from Quintiles Commercial for any such documents, materials or information or cooperation. It is a condition of Quintiles Commercial providing the Services that Alimera shall provide Quintiles Commercial with all information available to it regarding known or potential hazards associated with the use of any substances actually supplied to Quintiles Commercial by Alimera, and Alimera shall comply with all current applicable legislation and regulations concerning the shipment of substances by the land, sea or air.

If the performance or observance of this Agreement or any obligation of this Agreement or any Project Order is prevented or delayed by reason of an act of God, civil commotion, storm, fire, riots, strikes, legal moratorium (including, without limitation, a FDA action or action of any corresponding regulatory agency in another jurisdiction, short of withdrawal of the marketing authorisation of the Product), war or revolution (“Force Majeure Event”), the Party so affected shall, upon prompt notice of such cause being given to the other Party, be excused from such performance or observance to the extent of such prevention or during the period of such delay, provided that the party so affected shall use its best efforts to avoid or remove the cause(s) of non-performance and observance with utmost dispatch.

With a copy to:

This Agreement is personal to the Parties and, save as otherwise provided for in this Agreement,****

*****. Any attempted transfer in violation of the foregoing provisions in this Clause 19 will be void and of no effect. This Agreement shall be binding on and inure to the benefit of the permitted assigns of the Parties. Save as otherwise provided for in this Agreement Quintiles Commercial shall not sub-contract or delegate in any manner any or all of its obligations under this Agreement to any third party without the prior written consent of Alimera, such consent not to be unreasonably withheld or delayed and may be obtained via the applicable Project Order. Where such consent is obtained, Quintiles Commercial shall ensure that each such approved third party complies with all obligations imposed on Quintiles Commercial under this Agreement. Any breach of any such obligations by any such approved third party shall be deemed a breach by Quintiles Commercial of its obligations under this Agreement, and Quintiles Commercial shall be responsible and liable for any breach of any such obligations by any such approved third party.

During the term of this Agreement to cover its obligations hereunder, each Party shall maintain insurance coverage with a reputable insurance company as follows:

All insurance amounts may be obtained by full, individual primary policy amount; a primary amount of less than minimum requirement enhanced by a blanket excess umbrella policy; or a combination of either. Each Party shall provide the other Party with a certificate of insurance within fourteen (14) days of a written request from the other Party.

For the avoidance of doubt, if Alimera delivers, ships, or mails materials or documents to Quintiles Commercial, or requests that Quintiles Commercial deliver, ship, or mail materials or documents to Alimera or to third parties, then the expense and risk of loss for such deliveries, shipments, or mailings shall be borne by Alimera. Quintiles Commercial shall make use of third party delivery services or carriers approved by Alimera (such approval not to be unreasonably withheld or delayed) save that where Quintiles Commercial is the party who, without the approval of Alimera, engages such third party

delivery services or carriers, then the expense and risk of loss for such deliveries, shipments or mailings shall be borne by Quintiles Commercial.

Save as otherwise provided for in a Project Order, the currency for the settlement of all invoices under this Agreement and each Project Order shall be the Euro (the “Contracted Currency”).

If Quintiles Commercial and/or any of its Affiliates incur Pass-Through Expenses in a currency other than the Contracted Currency, then Alimera shall reimburse Quintiles Commercial for the actual costs in the Contracted Currency based on the Oanda foreign currency exchange rate (Oanda.com) for the applicable currency on the last business Friday of the month.

If, under a Project Order, the performance of the Services by Quintiles Commercial or its Affiliates in any Territory involves the use of a currency other than the Contracted Currency, then the budget for those Services will be based on the local rates in the currency used by Quintiles Commercial for pricing in that Territory, but converted to and reflected in the Contracted Currency. ****.

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Where Services in a Project Order are provided by Quintiles Commercial and/or by its Affiliates ****, it is understood and agreed that ****

****, within a given Project Order. ****.

The Parties shall initially attempt in good faith to resolve any significant controversy, claim, allegation of breach or dispute arising out of or relating to this Agreement and/or Project Order (hereinafter collectively referred to as a “Dispute”) through negotiations between senior executives of the Parties. If the Dispute is not resolved within thirty (30) days (or such other period of time mutually agreed upon by the Parties) of notice of the Dispute (the “Resolution Period”), then the Parties agree to submit the Dispute to arbitration as provided herein. Unless otherwise mutually agreed by the Parties, only if the Dispute is not resolved through negotiations as set forth herein may a Party resort to arbitration. This clause shall be without prejudice to the right of either Party to seek injunctive relief in any court of proper jurisdiction.

Subject to the foregoing, all Disputes relating in any way to this Agreement shall be resolved exclusively through arbitration conducted in accordance with the International Chamber of Commerce (“ICC”) under its International Rules of Arbitration, and judgment on the award rendered by the arbitrator shall be binding and may be entered in any court having jurisdiction thereof. Such arbitration shall be filed and conducted in ****, and shall be conducted in English by one arbitrator mutually acceptable to the Parties selected in accordance with ICC Rules.

This Agreement and any dispute or claim arising out of or in connection with it or its subject matter shall be governed by and construed in accordance with the laws of ****. No failure or delay by a Party to exercise any right or remedy provided under this agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy. If any provisions herein are found to be unenforceable on the grounds that they are overly broad or in conflict with applicable laws, it is the intent of the Parties that such provisions be replaced, reformed or narrowed so that their original business purpose can be accomplished to the extent permitted by law, and that the remaining provisions shall not in any way be affected or impaired thereby.

The rights and obligations of Alimera and Quintiles Commercial, which by intent or meaning have validity beyond such termination (including, but not limited to, rights with respect to inventions, confidentiality, discoveries, intellectual property, improvements, indemnification and liability limitations) shall survive the termination of this Agreement or any Project Order. For the avoidance of doubt, nothing contained in this Agreement or

any Project Order is intended to confer any right or benefit on any third party whether under the provisions of the Contracts (Rights of Third Parties) Act 1999 or otherwise, but this shall not affect any right or remedy of a third party which exists or is available apart from this Act.

This Agreement, together with the applicable Project Order(s), constitutes the whole Agreement between the Parties with respect to the subject matter herein and supersedes any previous arrangements, understandings, agreements (oral and written), negotiations and discussions between them relating to the subject matter of this Agreement; provided always that nothing in this clause shall limit or exclude any liability for fraud. The descriptive headings of the sections of this Agreement are inserted for convenience only and shall not control or affect the meaning or construction of any provision hereof. Any amendment, modification or variation to the provisions of this Agreement and/or any Project Order entered into hereunder, or waiver of any such provisions, must be in writing and signed by the Parties.

IN WITNESS WHEREOF, this Agreement has been executed by the Parties hereto through their duly authorised officers on the date(s) set forth below.

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This Project Order (the “Project Order”) is entered into between:

This Project Order constitutes a “Project Order” under the Master Services Agreement effective as of August 6, 2012, entered into between Quintiles Commercial Europe Limited and Alimera (the “Master Agreement”), and is subject to all of the terms and conditions set forth in the Master Agreement (as though ____ replaced Quintiles Commercial in each and every location where Quintiles Commercial is referenced in the Master Agreement), which Master Agreement shall be incorporated into this Project Order by reference, except as may be otherwise expressly provided herein. Without limiting Clause 1.2.1 of the Master Agreement, all claims, actions, proceedings, investigations or litigation relating to or arising from or in connection with this Project Order, including the Services provided hereunder, may be dealt with solely by and between the Parties hereto.

In this Project Order the following terms shall have the following meanings:-

“Contribution Margin”: shall mean the margin that Alimera shall pay in respect of the Services delivered by Quintiles Commercial throughout the duration of the Project Term and as such is applied against Quintiles Commercial’s In-Scope Costs for providing the Services. Such margin shall be determined and applied in accordance with Clause 2.2 of the Master Agreement. The Quintiles Commercial In-Scope Costs plus the aforesaid Contribution Margin determines the base Service Fees (“Base Service Fees”);

“Effective Date”: shall mean ____;

“Fees”: shall mean all base fees, _____ payable to Quintiles Commercial in return for the Services provided to Alimera hereunder as more particularly set out at Clause 8 hereof;

“In-Scope Costs”: shall mean the in-scope cost line items as more particularly set out at Clause 8.2;

“Pass-Through Expenses”: shall mean the reasonable and necessary out-of-pocket costs and expenses actually incurred by Quintiles Commercial in providing the Services as more particularly set out at Clause 9 hereof;

“Product”: shall mean the pharmaceutical product sold in the Territory under the Trademark ILUVIEN®;

“Quintiles Commercial Personnel”: shall mean and consist of the following personnel in the Territory: ____; the precise numbers and allocation of deployment of which are set out at Clause 4.1;

“Services”: shall mean the responsibilities, obligations and activities to be performed by the Quintiles Commercial Personnel in the Territory throughout the Project Term (as defined at Clause 3.1), as more particularly referred to herein;

“Territory”: shall mean ____;

“Working Day”: shall mean each day on which the Quintiles Commercial Personnel are deployed in the Territory to provide the Services (to include all related training and territory work in the Territory but excluding all leave, which includes without limitation, holidays, sickness, maternity, compassionate leave and jury service).

3.1.2    the provisions of Clause 11 of this Project Order.

of Quintiles Commercial Personnel providing the Services and/or their respective anticipated Start Dates, unless mutually agreed in writing and signed by both Parties.

The Quintiles Commercial Personnel shall be fully deployed at all times and operational in the field on each Working Day throughout the duration of their Assignment under the Project Term apart from the_____.

Quintiles Commercial and Alimera shall set reasonable targets.

8.1    Estimated Base Service Fees.

Based on the anticipated Start Date of each Assignment as referred to in Clause 4.1, the estimated total Base Service Fees payable by Alimera to Quintiles Commercial for In-Scope Costs in the Territory in each calendar year of this Project Order at the Contribution Margin shall be that as set out in the Table below. Such estimated total Base Service Fees shall be used as the basis for calculating the raising and settlement of invoices for inclusion within the Payment Schedule at Clause 10.2.

The In-Scope Costs provided by Quintiles Commercial and included within the Base Service Fees are as follows:-

detailed information subject to a __% administration charge applied to each such invoice for payment by Alimera.

10.1    Cash Neutrality and Up-front Payment.

Throughout the duration of this Project Order, Alimera hereby agrees that all budgets and payments will be structured in an effort to maintain cash neutrality for Quintiles Commercial (with respect to the payment of all Fees and Pass-Through Expenses). On signature of this Project Order, Alimera shall pay to Quintiles Commercial an up-front payment of _____equal to _____ percent of the sum of the estimated total Fees and estimated Pass-Through Expenses in respect of the Services to be performed in the first _____ months, which amount shall be reconciled by Quintiles Commercial on the final invoice. On no account shall the estimated total Project Budget be exceeded without the prior written consent of Alimera.

Subject at all times to the process of reconciliation as set out at Clause 10.4 hereof, Quintiles Commercial will invoice Alimera monthly at the beginning of each monthly billing period for the agreed estimated total Base Service Fees incurred in performing the Services (apportioned over the duration of the Project Order) and Alimera shall pay such invoices within thirty (30) days of the date of the invoice as more particularly set out in the Payment Schedule below.

Payment Schedule (Estimated Base Service Fees).

With the exception of the initial up-front payment, which is due and payable upon receipt of an undisputed invoice, all other undisputed invoices for the payment of Fees (including all Base Service Fees) payable hereunder shall be paid in full by Alimera in accordance with Clause 10.2 as hereinbefore mentioned.

To facilitate the payment of all invoices raised hereunder in respect of all such Fees and Pass-Through Expenses, Quintiles Commercial shall arrange for such invoices to be sent directly to _____.

All payments shall be made without deduction, deferment, set-off, lien or counter claim of any nature. All payments under this Project Order shall be exclusive of ____ which

shall be charged to Alimera at the prevailing rate, if properly due and payable, and shall be paid by Alimera upon receipt of a valid invoice.

On the 31^st of March, 30^th of June, 30^th of September and on the 31^st of December in each calendar year of this Project Order, Quintiles Commercial shall, within fifteen working (15) days thereof, undertake a reconciliation of the amount of Base Service Fees actually payable by Alimera hereunder as against the estimated total Base Service Fees more particularly referred to herein at Clause 10.2.

Furthermore, Quintiles Commercial shall within twenty (20) working days of the expiry or the termination of this Project Order undertake a final reconciliation of all the Fees (including Base Service Fees) actually payable by Alimera to Quintiles Commercial hereunder.

Quintiles Commercial will provide Alimera with such information as Alimera shall reasonably require in order to verify the calculation of each such reconciliation. Any overpayment by Alimera will be refunded to Alimera, or any underpayment by Alimera credited to Quintiles Commercial, within thirty (30) days after such reconciliation to the extent that the applicable reconciliation calculation is not being disputed by Alimera in good faith.

Having regard to the contents and application of Clause 21 of the Master Agreement to this Project Order the currency to be used for all invoices and payment under this Project Order shall be the Euro (the “Contracted Currency”).

Unless otherwise notified in writing by Quintiles Commercial the payment method for the settlement of all invoices shall be by _____ and the details of the applicable bank account are:

11.1    Substantial Change.

distributing, importing, exporting or selling Product or (c) if Alimera otherwise withdraws Product from the Territory.

Any notices required or permitted to be given under this Project Order by either Party, shall be in writing, in English and shall be delivered personally, or sent by pre-paid first-class post or recorded delivery or by commercial courier, to the other Party required to receive the notice or communication as set out below (unless a Party provides the other with written notice of another address in accordance with this Clause):

IN WITNESS WHEREOF, this Project Order has been executed by the Parties hereto through their duly authorised officers on the date(s) set forth below.