exv10w30



 





Exhibit 10.30




RESEARCH AND DEVELOPMENT AGREEMENT




FIRST AMENDMENT




     This is an amendment effective 1 October 2005 (this “Amendment”) of the Exclusive License and
Sponsored Research Agreement dated 10 June 2004 (the “Agreement”) between Omeros Corporation, a
Washington corporation having a principal place of business at 1420 Fifth Avenue, Suite 2600,
Seattle WA 98101 USA (“Omeros”) and the University of Leicester, having a principal place of
business at University Road, Leicester LE1 7RH, United Kingdom (“Leicester”). All capitalized
terms used in this Amendment shall have the same meaning as set forth in the Agreement unless
otherwise defined below.



     Omeros and Leicester have determined that certain rights to the [†] may be held by the Medical
Research Council, a United Kingdom governmental institution having a place of business at 20 Park
Crescent, London, United Kingdom, W1B 1AL (“MRC”). Omeros is currently in negotiations with, and
anticipates entering into, an exclusive license and sponsored research agreement with MRC (the “MRC
Agreement”) concerning MRC’s rights to the [†]. Leicester and Omeros wish to facilitate Omeros’
entry into the MRC Agreement, to enable collaborative research related to MASP-2 by Omeros,
Leicester and MRC, and to facilitate development and commercialization of MASP-2 technology by
Omeros. Omeros and Leicester therefore agree that the Agreement shall be amended as follows, with
sections of this Amendment being numbered to match corresponding Sections of the Agreement.



2.2 Sponsored Research





	2.1	 	In accordance with Section 2.1 of the Agreement, a collaborative research plan for a second
year (“Second Year Research Plan”) of the Sponsored Research Term is attached hereto as
Exhibit A and is hereby incorporated into the Agreement. The Second Year Research Plan
provides a budget and specific aims and activities to be carried out by Leicester with the
sponsorship of Omeros, as specified in specific aims 2 and 4 set forth therein (“Second Year
Leicester Research”), subject to any modifications that may be agreed to in writing by Omeros
and Leicester. The Second Year Research Plan also describes research aims and activities that
are projected to be carried out by Omeros (specific aim 3) and MRC (specific aim 1), subject
to entry by Omeros into the MRC Agreement. The specific aims 1 and 3, and the experimental
models of specific aim 5, are set forth for reference purposes only, are not binding on
Omeros, and may or may not be authorized, carried out and performed at Omeros’ sole
discretion.
	 
	2.2	 	In accordance with Section 2.2 of the Agreement, the Sponsored Research Term is hereby
acknowledged to have been extended for a second year, commencing 1 September 2005. 
	 
	 
	2.5	 	Section 2.5 of the of the Agreement is hereby amended to provide that the total compensation
to be paid by Omeros to Leicester for Sponsored Research completed by Leicester in accordance
with the Agreement and the Second Year Research Plan during the second year of the Sponsored
Research Term shall be [†]. This Leicester







 




			
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	 	 	compensation amount is contingent upon alternate funding being secured for the services of
Russell Wallis, Ph.D. to work at MRC and/or Leicester on the collaborative research program
during the second year of the Sponsored Research Term. Should such funding not be available
through the MRC Agreement, as currently anticipated by the parties, or other means, Omeros
will increase the Leicester compensation amount to provide funding for such services at a
mutually agreed level.





5. Royalties and Sublicense Revenue





	5.1	 	Omeros and Leicester acknowledge that Omeros may deduct accrued Third Party Royalties from
the [†] Licensed Product Royalty payable to Leicester, up to [†] of the Licensed Product
Royalty, as more fully set forth in Section 5.1 of the Agreement. Subject to entry into the
MRC Agreement, Omeros intends to pay MRC a royalty that is equivalent to the License Product
Royalty payable to Leicester for Licensed Products that may be subject to the MRC Agreement,
with an equivalent third party royalty deduction. MRC is a third party relative to Omeros and
Leicester, and Leicester is a third party relative to MRC and Omeros. Subject to entry into
the MRC Agreement on such a basis, Leicester acknowledges that Omeros will be obligated to pay
net royalties, after deduction of third party royalties, of [†] to Leicester and [†] to MRC,
of Net Licensed Proceeds for Licensed Products that may be subject to the MRC Agreement, and
will no longer be able to deduct any additional third party royalties
	 
	 	 	Therefore, subject to entry into the MRC Agreement on the above basis, Omeros and Leicester
hereby agree that, if the total royalties owed by Omeros to all parties for Licensed
Products, including without limitation the Licensed Product Royalty payable to Leicester,
any royalties payable to MRC, [†], and any “stacking fee(s)” or other royalties payable to
third parties to develop, manufacture and commercialize the Licensed Products (all together
the “Total Royalty Percentage”), exceeds [†] of the Net Licensed Proceeds, then [†] of the
difference between the Total Royalty Percentage and [†] shall be deducted from the Licensed
Product Royalty payable to Leicester, provided, however that the Licensed Product Royalty
may not be reduced by such deductions to less than [†].
	 
	5.3	 	Subject to entry into the MRC Agreement, Leicester further agrees to up to a [†] maximum
reduction in the Sublicensed Product Revenue Share, as set forth in Section 5.3 of the
Agreement, by deducting the amount of Net Sublicense Proceeds payable by Omeros to MRC for
sublicensing of Licensed Products subject to the MRC Agreement.
	 
	 	 	Omeros represents and warrants that, unless otherwise agreed to in writing by Omeros and
Leicester and subject to entry by Omeros into the MRC Agreement, the total exclusive license
compensation (not including Sponsored Research compensation) payable to Leicester under the
Agreement, as amended by this Amendment, shall be equal to the total compensation payable to
MRC under the MRC agreement for any Licensed Products that are subject to both the exclusive
license granted under the Leicester Agreement and the exclusive license granted under the
MRC Agreement.







 




			
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     All other provisions of the Agreement, including Sections 1 through 16 inclusive, as amended
above, shall continue unchanged in full force and effect.



     This Amendment is accepted and acknowledged by each party, as of the effective date set forth
herein above, through the signature of its authorized representative(s) below:



	 	 	 	 	 	 	 
	OMEROS CORPORATION	 	UNIVERSITY OF LEICESTER
	 
	 	 	 	 	 	 
	By:

	 	/s/ Gregory A. Demopulos
	 	By:
	 	/s/ Clare O’Neill
	 

	 	 
	 	 	 	 
	Name:

	 	Gregory A. Demopulos, M.D.
	 	Name:
	 	Clare O’Neill
	 

	 	 	 	 	 	 
	Title:

	 	Chairman & CEO
	 	Title:
	 	Deputy Head, Business Development
	 

	 	 	 	 	 	 
	 
	Date:

	 	10/10/05
	 	Date:
	 	5-10-05
	 

	 	 
	 	 	 	 







 




			
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EXHIBIT A




SECOND YEAR RESEARCH PLAN




OMEROS AND UNIVERSITY OF LEICESTER




Sponsor: Omeros Corporation




Research Institution: University of Leicester




Investigator: Prof. Wilhelm Schwaeble




Research Period: Second year, commencing 1 September 2005




Research Aims and Activities




     Attachment 1 hereto sets for the research aims of the Sponsored Research program to be
completed during the second year. All activities to meet specific aims 2 and 4 are to be carried
out by Leicester (“Prof. Schwaeble’s lab”). Aims indicated as to be performed by Omeros or third
parties are provided herein for reference purposes only and shall not be interpreted as any
obligation on the part of Omeros. Specific aims and the corresponding timeline may be modified as
mutually agreed in writing by Prof. Wilhelm Schwaeble and Omeros.



Budget for Second Year



The total consideration to be paid to Leicester for all Sponsored Research to be carried out during
the second year of the Sponsored Research program, including without limitation full and complete
payment for all services, materials, facilities, overhead and indirect costs, is as follows:




	 	 	 
	Animal housing and breeding:

	 	[†]
	 
	 	 
	Oversight by Prof. Schwaeble:

	 	[†]
	 
	 
	 	 
	Total:

	 	[†]








 




			
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