Secured Promissory Note dated December 28, 2012



 Exhibit 10.2 
 SECURED PROMISSORY NOTE 
 (Tranche 3 Advance) 

 

					
	$4,000,000.00	  	 	Dated: December 28, 2012	  

 FOR VALUE RECEIVED, the undersigned, OMEROS CORPORATION, a Washington corporation
(“Borrower”), HEREBY PROMISES TO PAY to the order of OXFORD FINANCE LLC (“Lender”) the principal amount of Four Million Dollars and 00/100 ($4,000,000.00) or such lesser amount as shall equal the outstanding
principal balance hereunder, plus interest on the aggregate unpaid principal amount hereunder, at the rates and in accordance with the terms of the Loan and Security Agreement dated as of October 21, 2010 by and among Borrower, Lender, and the
other Lenders from time to time party thereto (as amended, restated, supplemented or otherwise modified from time to time, including by that certain Sixth Amendment to Loan and Security Agreement dated as of December 28, 2012, the “Loan
Agreement”). If not sooner paid, the entire principal amount and all accrued and unpaid interest hereunder shall be due and payable on the Maturity Date as set forth in the Loan Agreement. Any capitalized term not otherwise defined herein
shall have the meaning attributed to such term in the Loan Agreement. 
 Principal, interest and all other amounts due with
respect to the Tranche 3 Advance, are payable in lawful money of the United States of America to Lender as set forth in the Loan Agreement and this Secured Promissory Note (this “Note”). The principal amount of this Note and the
interest rate applicable thereto, and all payments made with respect thereto, shall be recorded by Lender and, prior to any transfer hereof, endorsed on the grid attached hereto which is part of this Note. 

The Loan Agreement, among other things, (a) provides for the making of a secured Tranche 3 Advance by Lender to Borrower, and
(b) contains provisions for acceleration of the maturity hereof upon the happening of certain stated events. 
 This Note
may not be prepaid except as set forth in the Loan Agreement. 
 This Note and the obligation of Borrower to repay the unpaid
principal amount of the Tranche 3 Advance, interest on the Tranche 3 Advance and all other amounts due Lender under the Loan Agreement is secured under the Loan Agreement. 
 Presentment for payment, demand, notice of protest and all other demands and notices of any kind in connection with the execution, delivery, performance and enforcement of this Note are hereby waived.

 Borrower shall pay all reasonable fees and expenses, including, without limitation, reasonable attorneys’ fees and
costs, incurred by Lender in the enforcement or attempt to enforce any of Borrower’s obligations hereunder not performed when due. 
 This Note shall be governed by, and construed and interpreted in accordance with, the internal laws of the State of California. 
 The ownership of an interest in this Note shall be registered on a record of ownership maintained by Lender or its agent. Notwithstanding anything else in this Note to the contrary, the right to the
principal of, and stated interest on, this Note may be transferred only if the transfer is registered on such record of ownership and the transferee is identified as the owner of an interest in the obligation. Borrower shall be entitled to treat the
registered holder of this Note (as recorded on such record of ownership) as the owner in fact thereof for all purposes and shall not be bound to recognize any equitable or other claim to or interest in this Note on the part of any other person or
entity. 
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 IN WITNESS WHEREOF, Borrower has caused this Note to be duly executed by one of its officers
thereunto duly authorized on the date hereof. 
  

			
	OMEROS CORPORATION
		
	By:	 	 /s/ Gregory A. Demopulos

	Name:	 	Gregory A. Demopulos, M.D.
	Title	 	Chairman & CEO