exv10w45






Exhibit
10.45

PROMISSORY NOTE




	 	 	 
	Dated: December 23, 2008

	 	Chicago, Illinois





The undersigned, Omeros Corporation, a Washington corporation with its principal place of business
at 1420 Fifth Avenue, Seattle, WA 98101 (herein referred to as “Borrower”), promises to pay to
BlueCrest Capital Finance, L.P. (“Lender”) or its registered assigns Twelve Million and 00/100
Dollars ($12,000,000.00) at its office at Chicago, Illinois, or at such other place as Lender or
its registered assigns may appoint, plus interest thereon as set forth herein.



Interest on the principal amount outstanding shall accrue at the rate equal to 12.50% per annum,
computed on the basis of a 360-day year of twelve 30-day months, and on the assumption that each
payment of principal shall be made in a timely manner (the “Loan Interest Rate”).



Principal and interest hereunder shall be payable on the first calendar day of each month, or, if
the first calendar day of any month is not a business day, then on the next succeeding business day
(each a “Payment Date”), in the amounts set forth below. Borrower agrees to make (i) three (3)
payments of interest only (paid in arrears) of $125,000.00 each, commencing on the second Payment
Date occurring after the date of this Note and (ii) thirty-six (36) equal monthly payments of
principal and interest (paid in arrears) in the amount of $401,443.51 each, commencing on the fifth
Payment Date after the date of this Note (each, a “Periodic Payment”) and continuing on each
Payment Date thereafter until the amounts of principal and interest owing under this Note are paid
in full; provided, however, that the final Periodic Payment shall additionally include any accrued
and unpaid interest and other charges then outstanding. The foregoing payments include interest at
the Loan Interest Rate, which is precomputed for the period ending when such payments are due and
on the assumption that all payments will be made on their respective due dates. Borrower further
agrees to pay a per diem interest charge equal to $4,166.67 per day from and including the date
that Lender makes the advance to which this Note relates, to and excluding the first Payment Date
hereunder.



Any payment of principal and/or interest which is past due for a period in excess of five (5) days
after its due date shall be overdue and shall be subject to a service charge in an amount equal to
two percent (2 %) of the delinquent amount, but not more than the maximum rate permitted by law,
whichever is less. In addition, and notwithstanding the forgoing, during the continuance of an
Event of Default all outstanding Borrower Liabilities in respect of the Loans (including the Loan
evidenced by this Promissory Note) shall bear interest (payable on demand) at a rate that is two
percent (2%) per annum in excess of the Loan Interest Rate (the “Default Interest Rate”) and the
monthly payment of principal and interest while such Default exists shall be recalculated at the
Default Interest Rate. Borrower shall additionally be liable for any costs or expenses incurred by
Lender in collecting any sums due from Borrower to Lender including all attorneys’ fees and legal
expenses incurred by Lender if this note is placed with an attorney for collection.



Demand, presentment for payment, notice of non-payment and protest are hereby waived by the
undersigned.



This Note is made by Borrower and delivered to Lender in relation to that certain Funding Request
No. 2 issued by Borrower pursuant to that certain Loan and Security Agreement No. V08302 dated as
of September 12, 2008 (“Loan Agreement”; capitalized terms not otherwise defined herein shall have
the meanings ascribed to them in the Loan Agreement) by and between Borrower and Lender. This Note
is issued under the terms of and is entitled to the benefits of the Loan Agreement, to which
reference is hereby made for a statement of the nature and extent of the protection and security
afforded and the rights of the payee hereof and the rights and obligations of the undersigned.
Lender’s books and records shall be dispositive evidence of the amount disbursed pursuant to this
Note and the Loan Agreement.



Upon the occurrence and during the continuance of an “Event of Default,” this Note may become or be
declared due in the manner and with the effect provided in the Loan Agreement.





1









 







Lender (or its registered assigns) shall not be required to look to any collateral for the payment
of this Note, but may proceed against Borrower, or any guarantor hereof in such manner as it deems
desirable. None of the rights or remedies of Lender (or its registered assigns) hereunder or under
the Loan Agreement are to be deemed waived or affected by any failure to exercise same.



All remedies conferred upon Lender (or its registered assigns) under this Note, the Loan Agreement
or any other instrument or agreement to which the undersigned or any guarantor hereof is a party or
under any or all of them is bound, shall be cumulative and not exclusive, and such remedies may be
exercised concurrently or consecutively at the option of Lender or its registered assigns.



THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS AND DECISIONS OF THE STATE
OF ILLINOIS. AT THE ELECTION OF LENDER AND WITHOUT LIMITING LENDER’S RIGHT TO COMMENCE AN ACTION
IN OTHER JURISDICTION, BORROWER HEREBY SUBMITS TO THE EXCLUSIVE JURISDICTION AND VENUE OF ANY COURT
(FEDERAL, STATE OR LOCAL) HAVING SITUS WITHIN COOK COUNTY IN THE STATE OF ILLINOIS, EXPRESSLY
WAIVES PERSONAL SERVICE OF PROCESS AND CONSENTS TO SERVICE BY CERTIFIED MAIL, POSTAGE PREPAID,
DIRECTED TO THE LAST KNOWN ADDRESS OF BORROWER. BORROWER HEREBY WAIVES ANY RIGHT TO ASSERT THAT
ANY ACTION INSTITUTED BY LENDER OR BORROWER IN SUCH COURT IS AN IMPROPER VENUE OR SUCH ACTION
SHOULD BE TRANSFERRED TO A MORE CONVENIENT FORUM. LENDER AND BORROWER EACH HEREBY WAIVE THE RIGHT
TO TRIAL BY JURY.



BORROWER AGREES THAT ALL PAYMENTS AND OTHER OBLIGATIONS DUE AND OWING UNDER THIS NOTE AND EACH
OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH SHALL BE PAID IN FULL WITHOUT OFFSET OR DEDUCTION
FOR ANY REASON, AND BORROWER HEREBY WAIVES ANY RIGHT OF OFFSET ARISING FOR ANY REASON WITH RESPECT
TO ANY PAYMENT OR OTHER OBLIGATION DUE AND OWING UNDER THIS NOTE AND EACH OTHER DOCUMENT EXECUTED
IN CONNECTION HEREWITH.



IN WITNESS WHEREOF, the undersigned hereunto sets its hand and seal as of the date first set forth
above.




	 	 	 	 	 
	Omeros Corporation
	 	 
	Borrower	 	 
	 
	 	 	 	 
	By: 

	/s/ Gregory A. Demopulos	 	 
	 

	 

	 	 
	Name: Gregory A. Demopulos, M.D.

	 	 
	Title: Chairman and CEO