exv10w4



 





Exhibit 10.4




OMEROS CORPORATION




AMENDMENT TO STOCK OPTION AGREEMENT




          This Amendment (this “Amendment”) is made as of            and amends the
Stock Option Agreement with a grant date of <<GRANT DATE>> (the “Agreement”) by
and between <<OPTIONEE>> (the “Optionee”) and Omeros Corporation, a Washington
corporation (the “Company”).




          WHEREAS, on <<GRANT DATE>> the Company granted Optionee a stock option (the
“Option”) pursuant to the Company’s Amended and Restated 1998 Stock Option Plan (the
“Plan”);




          WHEREAS, the Company and the Optionee desire to amend the Agreement related to the Option to
provide Optionee the right, but not the obligation, to early exercise the Option for unvested
shares;




          NOW, THEREFORE, the Optionee and the Company agree that the Agreement shall be amended as
follows:




     1. Amendment. The introductory paragraph of Section 2 of the Agreement which before
this Amendment read:




“This Option shall be exercisable during its Term in accordance with the Vesting Schedule
set out in the Notice of Stock Option Grant and with the provisions of Section 9 of the Plan
as follows:”


is amended and restated in its entirety to read as follows:





“This Option shall be exercisable during its Term in accordance with the Vesting Schedule
set out in the Notice of Stock Option Grant and with the provisions of Section 9 of the Plan
or, alternatively, at the election of the Optionee, this Option may be exercised in whole or
in part at any time as to Shares that have not yet vested in accordance with the provisions
of Section 9 of the Plan, each as follows:”



     2. Method of Exercise. In addition to the right to exercise the Option by execution
and delivery of the Exercise Notice and Restricted Stock Purchase Agreement attached as Exhibit
A to the Agreement together with the fulfillment of the other requirements described in Section
2(b) of the Agreement, at Optionee’s election, Optionee shall have the right to exercise the Option
by execution and delivery of the Exercise Notice and Restricted Stock Purchase Agreement attached
as Exhibit I to this Amendment together with the fulfillment of the other requirements
described in Section 2(b) of the Agreement.



     3. Full Force and Effect. To the extent not expressly amended hereby, the Agreement
remains otherwise unchanged and in full force and effect.



 









 





          IN WITNESS WHEREOF, this Amendment has been entered into as of the date first set forth above.




	 	 	 	 	 	 	 	 	 
	OMEROS CORPORATION	 	 	 	OPTIONEE	 	 
	 
	 	 	 	 	 	 	 	 
	By:
	 	 	 	 	 	 	 	 
	 

	 	 
	 	 	 	 	 	 
	 

	 	Gregory A. Demopulos, M.D.
	 	 	 	<<OPTIONEE>>	 	 
	 

	 	Chief Executive Officer	 	 	 	 	 	 






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Exhibit I




OMEROS CORPORATION




SECOND AMENDED AND RESTATED 1998 STOCK OPTION PLAN




EXERCISE NOTICE AND RESTRICTED STOCK PURCHASE AGREEMENT




          This Agreement (“Agreement”) is made as of                     , by and between Omeros Corporation,
a Washington corporation (the “Company”), and                      (“Optionee”) (also referred to as
“Purchaser”). To the extent any capitalized terms used in this Agreement are not defined, they
shall have the meaning ascribed to them in the Second Amended and Restated 1998 Stock Option Plan.




          1. Exercise of Option. Subject to the terms and conditions hereof, Purchaser hereby
elects to exercise his or her option to purchase                                 shares of the Common Stock (the
“Shares”) of the Company under and pursuant to the Company’s Second Amended and Restated 1998 Stock
Option Plan (the “Plan”) and the Stock Option Agreement dated                      (the “Option
Agreement”). The purchase price for the Shares shall be $                     per Share for a total
purchase price of $                    . Of these Shares, Purchaser has elected to purchase
                     of those Shares which have become vested as of the date hereof under the Vesting
Schedule set forth in the Notice of Stock Option Grant (the “Vested Shares”) and                     
Shares which have not yet vested under such Vesting Schedule (the “Unvested Shares”). The term
“Shares” refers to the purchased Shares and all securities received in replacement of the Shares or
as stock dividends or splits, all securities received in replacement of the Shares in a
recapitalization, merger, reorganization, exchange or the like, and all new, substituted or
additional securities or other properties to which Purchaser is entitled by reason of Purchaser’s
ownership of the Shares.




          If Purchaser is purchasing Unvested Shares, Purchaser and not the Company is solely
responsible for filing an 83(b) Election with the Internal Revenue Service (as further described in
Section 8 below), and Purchaser acknowledges and agrees that neither the Company, its employees nor
its agents shall have any liability to Purchaser if Purchaser fails to timely or otherwise properly
file an 83(b) Election with the Internal Revenue Service.




          2. Time and Place of Exercise. The purchase and sale of the Shares under this
Agreement shall occur at the principal office of the Company simultaneously with the execution of
this Agreement in accordance with the provisions of Section 2(b) of the Option Agreement. On such
date, the Purchaser will deliver payment of the purchase price therefor by (a) check made payable
to the Company, (b) cancellation of indebtedness of the Company to Purchaser, (c) delivery of
shares of the Common Stock of the Company in accordance with Section 3 of the Option Agreement, or
(d) by a combination of the foregoing.




          3. Limitations on Transfer. In addition to any other limitation on transfer created
by applicable securities laws, Purchaser shall not assign, encumber or dispose of any interest in
the Shares while the Shares are subject to the Company’s Repurchase Option (as defined below),




 









 





except as provided below. After any Shares have been released from such Repurchase Option,
Purchaser shall not assign, encumber or dispose of any interest in such Shares except in compliance
with the provisions below and applicable securities laws.




               (a) Repurchase Option.



                    (i) In the event of the voluntary or involuntary termination of Purchaser’s employment or
consulting relationship with the Company for any reason (including death or disability), with or
without cause, the Company shall upon the date of such termination (the “Termination Date”)
have an irrevocable, exclusive option (the “Repurchase Option”) for a period of 90 days
from such date to repurchase all or any portion of the Shares held by Purchaser as of the
Termination Date which have not yet been released from the Company’s Repurchase Option at the
original purchase price per Share specified in Section 1 (adjusted for any stock splits, stock
dividends and the like). The Company has the right, but not the obligation, to exercise the
Repurchase Option.



                    (ii) Unless the Company notifies Purchaser in writing within 90 days from the date of
termination of Purchaser’s employment or consulting relationship that it does not intend to
exercise its Repurchase Option with respect to some or all of the Shares, the Repurchase Option
shall be deemed automatically exercised by the Company as of the 90th day following such
termination, provided that the Company may notify Purchaser that it is exercising its Repurchase
Option as of a date prior to such 90th day. Unless Purchaser is otherwise notified by the Company
pursuant to the preceding sentence that the Company does not intend to exercise its Repurchase
Option as to some or all of the Shares to which it applies at the time of termination, execution of
this Agreement by Purchaser constitutes written notice to Purchaser of the Company’s intention to
exercise its Repurchase Option with respect to all Shares to which such Repurchase Option applies.
The Company, at its choice, may satisfy its payment obligation to Purchaser with respect to
exercise of the Repurchase Option by either (A) delivering a check to Purchaser in the amount of
the purchase price for the Shares being repurchased, or (B) in the event Purchaser is indebted to
the Company, canceling an amount of such indebtedness equal to the purchase price for the Shares
being repurchased, or (C) by a combination of (A) and (B) so that the combined payment and
cancellation of indebtedness equals such purchase price. In the event of any deemed automatic
exercise of the Repurchase Option pursuant to this Section 3(a)(ii) in which Purchaser is indebted
to the Company, such indebtedness equal to the purchase price of the Shares being repurchased shall
be deemed automatically canceled as of the 90th day following termination of Purchaser’s employment
or consulting relationship unless the Company otherwise satisfies its payment obligations. As a
result of any repurchase of Shares pursuant to this Section 3(a), the Company shall become the
legal and beneficial owner of the Shares being repurchased and shall have all rights and interest
therein or related thereto, and the Company shall have the right to transfer to its own name the
number of Shares being repurchased by the Company, without further action by Purchaser.



                    (iii) One hundred percent (100%) of the Unvested Shares shall initially be subject to the
Repurchase Option. The Unvested Shares shall be released from the Repurchase Option in accordance with the Vesting Schedule set forth in the Notice of Stock Option Grant



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until all Shares are released from the Repurchase Option. Fractional shares shall be rounded to
the nearest whole share.




          (b) Right of First Refusal. Before any Shares held by Purchaser or any transferee of
Purchaser (either being sometimes referred to herein as the “Holder”) may be sold or otherwise
transferred (including transfer by gift or operation of law), the Company or its assignee(s) shall
have a right of first refusal to purchase the Shares on the terms and conditions set forth in this
Section 3(b) (the “Right of First Refusal”).




                    (i) Notice of Proposed Transfer. The Holder of the Shares shall deliver to the
Company a written notice (the “Notice”) stating:  (A) the Holder’s bona fide intention to sell or
otherwise transfer such Shares; (B) the name of each proposed purchaser or other transferee
(“Proposed Transferee”); (C) the number of Shares to be transferred to each Proposed Transferee;
and (D) the terms and conditions of each proposed sale or transfer. The Holder shall offer the
Shares at the same price (the “Offered Price”) and upon the same terms (or terms as similar as
reasonably possible) to the Company or its assignee(s).



                    (ii) Exercise of Right of First Refusal. At any time within thirty (30) days after
receipt of the Notice, the Company and/or its assignee(s) may, by giving written notice to the
Holder, elect to purchase all, but not less than all, of the Shares proposed to be transferred to
any one or more of the Proposed Transferees, at the purchase price determined in accordance with
subsection (iii) below.



                    (iii) Purchase Price. The purchase price (“Purchase Price”) for the Shares purchased
by the Company or its assignee(s) under this Section 3(b) shall be the Offered Price. If the
Offered Price includes consideration other than cash, the cash equivalent value of the non-cash
consideration shall be determined by the Board of Directors of the Company in good faith.



                    (iv) Payment. Payment of the Purchase Price shall be made, at the option of the
Company or its assignee(s), in cash (by check), by cancellation of all or a portion of any
outstanding indebtedness of the Holder to the Company (or, in the case of repurchase by an
assignee, to the assignee), or by any combination thereof within thirty (30) days after receipt of
the Notice or in the manner and at the times set forth in the Notice.



                    (v) Holder’s Right to Transfer. If all of the Shares proposed in the Notice to be
transferred to a given Proposed Transferee are not purchased by the Company and/or its assignee(s)
as provided in this Section 3(b), then the Holder may sell or otherwise transfer such Shares to
that Proposed Transferee at the Offered Price or at a higher price, provided that such sale or
other transfer is consummated within sixty (60) days after the date of the Notice and provided
further that any such sale or other transfer is effected in accordance with any applicable
securities laws and the Proposed Transferee agrees in writing that the provisions of this Section 3
shall continue to apply to the Shares in the hands of such Proposed Transferee. If the Shares
described in the Notice are not transferred to the Proposed Transferee within such
period, or if the Holder proposes to change the price or other terms to make them more
favorable to the Proposed Transferee, a new Notice shall be given to the Company, and the Company



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and/or its assignees shall again be offered the Right of First Refusal before any Shares held by
the Holder may be sold or otherwise transferred.




                    (vi) Exception for Certain Family Transfers. Anything to the contrary contained in
this Section 3(b) notwithstanding, the transfer of any or all of the Shares during Purchaser’s
lifetime or on Purchaser’s death by will or intestacy to Purchaser’s Immediate Family or a trust
for the benefit of the Optionee’s Immediate Family shall be exempt from the provisions of this
Section 3(b). “Immediate Family” as used herein shall mean spouse, lineal descendant or
antecedent, father, mother, brother or sister. In such case, the transferee or other recipient
shall receive and hold the Shares so transferred subject to the provisions of this Section, and
there shall be no further transfer of such Shares except in accordance with the terms of this
Section 3.



               (c) Involuntary Transfer.



                    (i) Company’s Right to Purchase upon Involuntary Transfer. In the event, at any time
after the date of this Agreement, of any transfer by operation of law or other involuntary transfer
(including death or divorce, but excluding a transfer to Immediate Family as set forth in
Section 3(b)(vi) above) of all or a portion of the Shares by the record holder thereof, the Company
shall have an option to purchase all of the Shares transferred at the greater of the purchase price
paid by Purchaser pursuant to this Agreement or the fair market value of the Shares on the date of
transfer, subject to Section 3(e). Upon such a transfer, the person acquiring the Shares shall
promptly notify the Secretary of the Company of such transfer. The right to purchase such Shares
shall be provided to the Company for a period of thirty (30) days following receipt by the Company
of written notice by the person acquiring the Shares.



                    (ii) Price for Involuntary Transfer. With respect to any stock to be transferred
pursuant to Section 3(c)(i), the price per Share shall be a price set by the Board of Directors of
the Company that will reflect the current value of the stock in terms of present earnings and
future prospects of the Company. The Company shall notify Purchaser or his or her executor of the
price so determined within thirty (30) days after receipt by it of written notice of the transfer
or proposed transfer of Shares. However, if the Purchaser does not agree with the valuation as
determined by the Board of Directors of the Company, the Purchaser shall be entitled to have the
valuation determined by an independent appraiser to be mutually agreed upon by the Company and the
Purchaser and whose fees shall be borne equally by the Company and the Purchaser.



               (d) Assignment. The right of the Company to purchase any part of the Shares may be
assigned in whole or in part to any shareholder or shareholders of the Company or other persons or
organizations; provided, however, that an assignee, other than a corporation that
is the parent or a one hundred percent (100%) owned subsidiary of the Company, must pay the
Company, upon assignment of such right, cash equal to the difference between the original purchase
price and fair market value, if the original purchase price is less than the fair market value of
the Shares subject to the assignment.



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               (e) Restrictions Binding on Transferees. All transferees of Shares or any interest
therein will receive and hold such Shares or interest subject to the provisions of this Agreement,
including, insofar as applicable, the Repurchase Option. In the event of any purchase by the
Company hereunder where the Shares or interest are held by a transferee, the transferee shall be
obligated, if requested by the Company, to transfer the Shares or interest to the Purchaser for
consideration equal to the amount to be paid by the Company hereunder. In the event the Repurchase
Option is deemed exercised by the Company pursuant to Section 3(a)(ii) hereof, the Company may deem
any transferee to have transferred the Shares or interest to Purchaser prior to their purchase by
the Company, and payment of the purchase price by the Company to such transferee shall be deemed to
satisfy Purchaser’s obligation to pay such transferee for such Shares or interest, and also to
satisfy the Company’s obligation to pay Purchaser for such Shares or interest. Any sale or
transfer of the Company’s Shares shall be void unless the provisions of this Agreement are
satisfied.



               (f) Termination of Rights. The right of first refusal granted the Company by
Section 3(b) above and the option to repurchase the Shares in the event of an involuntary transfer
granted the Company by Section 3(c) above shall terminate upon the first sale of Common Stock of
the Company to the general public pursuant to a registration statement filed with and declared
effective by the Securities and Exchange Commission under the Securities Act. Upon termination of
the right of first refusal described in Section 3(b) above, a new certificate or certificates
representing the Shares not repurchased shall be issued, on request, without the legend referred to
in Section 6(a)(ii) herein and delivered to Purchaser.



          4. Escrow of Unvested Shares. For purposes of facilitating the enforcement of the
provisions of Section 3 above, Purchaser agrees, immediately upon receipt of the certificate(s) for
the Shares subject to the Company’s Repurchase Option to deliver such certificate(s), together with
an Assignment Separate from Certificate in the form attached to this Agreement as Attachment A
executed by Purchaser and by Purchaser’s spouse (if required for transfer), in blank, to the
Secretary of the Company, or the Secretary’s designee, to hold such certificate(s) and Assignment
Separate from Certificate in escrow and to take all such actions and to effectuate all such
transfers and/or releases as are in accordance with the terms of this Agreement. Purchaser hereby
acknowledges that the Secretary of the Company, or the Secretary’s designee, is so appointed as the
escrow holder with the foregoing authorities as a material inducement to make this Agreement and
that said appointment is coupled with an interest and is accordingly irrevocable. Purchaser agrees
that said escrow holder shall not be liable to any party hereof (or to any other party). The
escrow holder may rely upon any letter, notice or other document executed by any signature
purported to be genuine and may resign at any time. Purchaser agrees that if the Secretary of the
Company, or the Secretary’s designee, resigns as escrow holder for any or no reason, the Board of
Directors of the Company shall have the power to appoint a successor to serve as escrow holder
pursuant to the terms of this Agreement.




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          5. Investment and Taxation Representations. In connection with the purchase of the
Shares, Purchaser represents to the Company the following:




               (a) Purchaser is aware of the Company’s business affairs and financial condition and has
acquired sufficient information about the Company to reach an informed and knowledgeable decision
to acquire the Shares. Purchaser is purchasing the Shares for investment for his or her own
account only and not with a view to, or for resale in connection with, any “distribution” thereof
within the meaning of the Securities Act.



               (b) Purchaser understands that the Shares have not been registered under the Securities Act by
reason of a specific exemption therefrom, which exemption depends upon, among other things, the
bona fide nature of Purchaser’s investment intent as expressed herein.



               (c) Purchaser understands that the Shares are “restricted securities” under applicable U.S.
federal and state securities laws and that, pursuant to these laws, Purchaser must hold the Shares
indefinitely unless they are registered with the Securities and Exchange Commission and qualified
by state authorities, or an exemption from such registration and qualification requirements is
available. Purchaser acknowledges that the Company has no obligation to register or qualify the
Shares for resale. Purchaser further acknowledges that if an exemption from registration or
qualification is available, it may by conditioned on various requirements including, but not
limited to, the time and manner of sale, the holding period for the Shares, and requirements
relating to the Company which are outside of Purchaser’s control, and which the Company is under no
obligation and may not be able to satisfy.



               (d) Purchaser understands that Purchaser may suffer adverse tax consequences as a result of
Purchaser’s purchase or disposition of the Shares. Purchaser represents that Purchaser has
consulted any tax consultants Purchaser deems advisable in connection with the purchase or
disposition of the Shares and that Purchaser is not relying on the Company for any tax advice.



               (e) If Purchaser is purchasing Unvested Shares, Purchaser agrees that Purchaser and not the
Company is solely responsible for filing an 83(b) Election with the Internal Revenue Service (as
further described in Section 8 below), and Purchaser acknowledges and agrees that neither the
Company, its employees nor its agents shall have any liability to Purchaser if Purchaser fails to
timely or otherwise properly file an 83(b) Election with the Internal Revenue Service.



          6. Restrictive Legends and Stop-Transfer Orders




               (a) Legends. The certificate or certificates representing the Shares shall bear the
following legends (as well as any legends required by applicable state and federal corporate and
securities laws):



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                    (i) THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE, AND HAVE BEEN ACQUIRED FOR INVESTMENT
AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR
DISPOSITION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN
OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED
UNDER THE SECURITIES ACT OF 1933.



                    (ii) THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE
TERMS OF AN AGREEMENT BETWEEN THE COMPANY AND THE SHAREHOLDER, A COPY OF WHICH IS ON FILE WITH THE
SECRETARY OF THE COMPANY.



               (b) Stop-Transfer Notices. Purchaser agrees that, in order to ensure compliance with
the restrictions referred to herein, the Company may issue appropriate “stop transfer” instructions
to its transfer agent, if any, and that, if the Company transfers its own securities, it may make
appropriate notations to the same effect in its own records.



               (c) Refusal to Transfer. The Company shall not be required (i) to transfer on its
books any Shares that have been sold or otherwise transferred in violation of any of the provisions
of this Agreement or (ii) to treat as owner of such Shares or to accord the right to vote or pay
dividends to any purchaser or other transferee to whom such Shares shall have been so transferred.



          7. No Employment Rights. Nothing in this Agreement shall affect in any manner
whatsoever the right or power of the Company, or a parent or subsidiary of the Company, to
terminate Purchaser’s employment, for any reason, with or without cause.




          8. Section 83(b) Election. Purchaser understands that Section 83(a) of the Internal
Revenue Code of 1986, as amended (the “Code”), taxes as ordinary income for a Nonstatutory Stock
Option and as alternative minimum taxable income for an Incentive Stock Option the difference
between the amount paid for the Shares and the fair market value of the Shares as of the date any
restrictions on the Shares lapse. In this context, “restriction” means the right of the Company to
buy back the Shares pursuant to the Repurchase Option set forth in Section 3(a) of this Agreement.
Purchaser understands that Purchaser may elect to be taxed at the time the Shares are purchased,
rather than when and as the Repurchase Option expires, by filing an election under Section 83(b)
(an “83(b) Election”) of the Code with the Internal Revenue Service within 30 days from the
date of purchase. The IRS makes no exceptions to this filing deadline. Even if the Fair
Market Value of the Shares at the time of the execution of this Agreement equals the amount paid
for the Shares, the election must be made to avoid income and alternative minimum tax treatment
under Section 83(a) in the future. Purchaser understands that failure to file such an election in
a timely manner may result in adverse tax consequences 




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for Purchaser. Purchaser further understands that an additional copy of such election form should be filed
with his or her federal income tax return for the calendar year in which the date of this Agreement
falls. Purchaser acknowledges that the foregoing is only a summary of the effect of United States
federal income taxation with respect to purchase of the Shares hereunder, and does not purport to
be complete. Purchaser further acknowledges that the Company has directed Purchaser to seek
independent advice regarding the applicable provisions of the Code, the income tax laws of any
municipality, state or foreign country in which Purchaser may reside, and the tax consequences of
Purchaser’s death.




          Purchaser agrees that he or she will execute and deliver to the Company with this executed
Agreement a copy of the Acknowledgment and Statement of Decision Regarding Section 83(b) Election
(the “Acknowledgment”) attached hereto as Attachment B. Purchaser further agrees that he or she
will execute and submit with the Acknowledgment a copy of the 83(b) Election attached hereto as
Attachment C (for tax purposes in connection with the early exercise of an option) if Purchaser has
indicated in the Acknowledgment his or her decision to make such an election.




          Purchaser agrees that Purchaser and not the Company is solely responsible for filing an 83(b)
election with the Internal Revenue Service, and Purchaser acknowledges and agrees that neither the
Company, its employees nor its agents shall have any liability to Purchaser if Purchaser fails to
timely or otherwise properly file an 83(b) Election with the Internal Revenue Service.




          9. Market Stand-off Agreement. In connection with the initial public offering of the
Company’s securities and upon request of the Company or the underwriters managing any underwritten
offering of the Company’s securities, Purchaser agrees not to sell, make any short sale of, loan,
grant any option for the purchase of, or otherwise dispose of any Shares (other than those included
in the registration) without the prior written consent of the Company or such underwriters, as the
case may be, for such period of time (not to exceed one hundred eighty (180) days) from the
effective date of such registration as may be requested by the Company or such managing
underwriters and to execute an agreement reflecting the foregoing as may be requested by the
underwriters at the time of the public offering.




          10. Miscellaneous




               (a) Governing Law. This Agreement and all acts and transactions pursuant hereto and
the rights and obligations of the parties hereto shall be governed, construed and interpreted in
accordance with the laws of the State of Washington, without giving effect to principles of
conflicts of law.



               (b) Entire Agreement; Enforcement of Rights. This Agreement sets forth the entire
agreement and understanding of the parties relating to the subject matter herein and merges all
prior discussions between them. No modification of or amendment to this Agreement, nor any waiver
of any rights under this Agreement, shall be effective unless in



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writing signed by the parties to this Agreement. The failure by either party to enforce any rights under this Agreement
shall not be construed as a waiver of any rights of such party.




               (c) Severability. If one or more provisions of this Agreement are held to be
unenforceable under applicable law, the parties agree to renegotiate such provision in good faith.
In the event that the parties cannot reach a mutually agreeable and enforceable replacement for
such provision, then (i) such provision shall be excluded from this Agreement, (ii) the balance of
the Agreement shall be interpreted as if such provision were so excluded and (iii) the balance of
the Agreement shall be enforceable in accordance with its terms.



               (d) Construction. This Agreement has been reviewed by each of the parties hereto and
is the result of negotiations between each of the parties hereto and their respective counsel, if
any; accordingly, this Agreement shall be deemed to be the product of all of the parties hereto,
and no ambiguity shall be construed in favor of or against any one of the parties hereto.



               (e) Notices. Any notice required or permitted by this Agreement shall be in writing
and shall be deemed sufficient when delivered personally or sent by telegram or fax or forty-eight
(48) hours after being deposited in the U.S. mail, as certified or registered mail, with postage
prepaid, and addressed to the party to be notified at such party’s address as set forth below or as
subsequently modified by written notice.



               (f) Counterparts. This Agreement may be executed in two or more counterparts, each of
which shall be deemed an original and all of which together shall constitute one instrument.



               (g) Successors and Assigns. The rights and benefits of this Agreement shall inure to
the benefit of, and be enforceable by the Company’s successors and assigns. The rights and
obligations of Purchaser under this Agreement may only be assigned with the prior written consent
of the Company.



               (h) Arbitration. The parties agree to attempt in good faith to negotiate a settlement
of any and all controversies, claims, or disputes arising out of, relating to, or resulting from
this Agreement. If, after such good faith negotiation, the parties are not able to reach a
settlement, any and all of such controversies, claims, or disputes arising out of, relating to, or
resulting from this Agreement shall be subject to binding arbitration. Such arbitration shall take
place in Seattle, Washington and will be administered by the American Arbitration Association
(“AAA”) in accordance with its Rules for the Resolution of Commercial Disputes. The
parties agree that the arbitrator shall have the power to decide any motions brought by any party
to the arbitration, including motions for summary judgment and/or adjudication and motions to
dismiss and demurrers, prior to any arbitration hearing. The parties also agree that the
arbitrator shall have the power to award any remedies, including attorneys’ fees and costs,
available under applicable law, provided that the prevailing party in any arbitration shall be
entitled to its reasonable attorneys fees and costs. The decision of the arbitrator shall be in
writing. Arbitration shall be the sole, exclusive and final remedy for any dispute under this
Agreement and the decision of the arbitrator may be entered by a party in any court or forum, state or



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 federal, being of competent jurisdiction. Accordingly, no party will be permitted to
pursue court action regarding this Agreement except as expressly permitted in the preceding
sentence. Notwithstanding the foregoing, each party retains the right to seek injunctive relief to
prevent a breach, threatened breach or continuing breach of this Agreement that would cause
irreparable injury to such party.




[Signature Page Follows]




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The parties have executed this Exercise Notice and Restricted Stock Purchase Agreement as of the
date first set forth above.




	 	 	 	 	 	 	 
	 	 	COMPANY:	 	 
	 
	 	 	 	 	 	 
	 	 	OMEROS CORPORATION	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 	 	 	 	 
	 

	 	 	 	(Signature)	 	 
	 
	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 	 	 	 	 
	 

	 	 	 	(Print)	 	 
	 
	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 	 	 	 	 
	 
	 

	 	Address:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	PURCHASER:	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	 

	 	(Signature)	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	 

	 	(Printed Name)
	 
	 	 	 	 	 	 
	 

	 	Address:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	 




I,                                         , spouse of                     , have read and hereby approve the foregoing
Agreement. In consideration of the Company’s granting my spouse the right to purchase the Shares
as set forth in the Agreement, I hereby agree to be irrevocably bound by the Agreement and further
agree that any community property or other such interest shall hereby by similarly bound by the
Agreement. I hereby appoint my spouse as my attorney-in-fact with respect to any amendment or
exercise of any rights under the Agreement.




	 	 	 	 	 	 	 
	 	 	 
	 

	 	Spouse of	 	 	 	 
	 

	 	 	 	 	 	 





-11-









 




ATTACHMENT A

 


ASSIGNMENT SEPARATE FROM CERTIFICATE




               FOR VALUE RECEIVED and pursuant to that certain Exercise Notice and Restricted Stock Purchase
Agreement between the undersigned (“Purchaser”) and Omeros Corporation (the
“Company”) dated                     ,                      (the “Agreement”), Purchaser hereby sells,
assigns and transfers unto the Company                                          (                    ) shares of the
Common Stock of the Company, standing in Purchaser’s name on the books of the Company represented
by Certificate No.                     , and hereby irrevocably appoints                                          to transfer
said stock on the books of the Company with full power of substitution in the premises. THIS
ASSIGNMENT MAY ONLY BE USED AS AUTHORIZED BY THE AGREEMENT AND THE ATTACHMENTS THERETO.



	 	 	 	 	 	 	 
	Dated:

	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	Signature:	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Optionee	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Spouse of Optionee (if applicable)	 	 





Instruction: Please do not fill in any blanks other than the signature line. The purpose of this
assignment is to enable the Company to exercise its Repurchase Option set forth in the Agreement
without requiring additional signatures on the part of Purchaser.




 









 





ATTACHMENT B




ACKNOWLEDGMENT AND STATEMENT OF DECISION 

REGARDING SECTION 83(b) ELECTION




          The undersigned (which term includes the undersigned’s spouse), a purchaser of                     
shares of Common Stock of Omeros Corporation, a Washington corporation (the “Company”) by
exercise of an option (the “Option”) granted pursuant to the Company’s Second Amended and
Restated 1998 Stock Plan (the “Plan”), hereby states as follows:




          1. The undersigned acknowledges receipt of a copy of the Plan relating to the offering of such
shares. The undersigned has carefully reviewed the Plan and the option agreement pursuant to which
the Option was granted.




          2. The undersigned either [check and complete as applicable]:





	 	(a)	 	            has consulted, and has been fully advised by, the undersigned’s own tax
advisor,                                         , whose business address is
                                                            , regarding the federal, state and local tax consequences
of purchasing shares under the Plan, and particularly regarding the advisability of
making elections pursuant to Section 83(b) of the Internal Revenue Code of 1986, as
amended (the “Code”) and pursuant to the corresponding provisions, if any, of
applicable state law; or
	 
	 	(b)	 	                     has knowingly chosen not to consult such a tax advisor.





          3. The undersigned hereby states that the undersigned has decided [check as applicable]:





	 	(a)	 	                     to make an election pursuant to Section 83(b) of the Code, and is
submitting to the Company, together with the undersigned’s executed Exercise Notice and
Restricted Stock Purchase Agreement, an executed copy of form entitled “Election Under
Section 83(b) of the Internal Revenue Code of 1986”, provided that the undersigned is
solely responsible for filing such election with the Internal Revenue Service; or
	 
	 	(b)	 	                     not to make an election pursuant to Section 83(b) of the Code.





          4. Neither the Company nor any subsidiary or representative of the Company has made any
warranty or representation to the undersigned with respect to the tax consequences of the
undersigned’s purchase of shares under the Plan or of the making or failure to make an election
pursuant to Section 83(b) of the Code or the corresponding provisions, if any, of applicable state
law.




	 	 	 	 	 	 	 	 	 
	Date:

	 	 	 	 
	 	 	 	 
	 

	 	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	«Optionee»	 	 
	Date:
	 	 	 	 	 	 	 	 
	 

	 	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	Spouse of «Optionee»	 	 






 









 





ATTACHMENT C




ELECTION UNDER SECTION 83(b)

OF THE INTERNAL REVENUE CODE OF 1986




     The undersigned taxpayer hereby elects, pursuant to Section 83(b) of the Internal Revenue
Code, to include in taxpayer’s gross income or alternative minimum taxable income, as applicable,
for the current taxable year, the amount of any income that may be taxable to taxpayer in
connection with taxpayer’s receipt of the property described below:





	1.	 	The name, address, taxpayer identification number and taxable year of the undersigned
are as follows:





	 	 	 	 	 	 	 	 	 
	 

	 	NAME OF TAXPAYER:
	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	NAME OF SPOUSE:	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	ADDRESS:	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	IDENTIFICATION NO. OF TAXPAYER:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	IDENTIFICATION NO. OF SPOUSE:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	TAXABLE YEAR:	 	 	 	 
	 

	 	 	 	 	 	 	 	 






	2.	 	The property with respect to which the election is made is described as follows:






                    shares of the Common Stock (the “Shares”), $0.01 par value,
of Omeros Corporation, a Washington corporation (the “Company”).




	3.	 	The date on which the property was transferred is:                     






	4.	 	The property is subject to the following restrictions:






Repurchase option at cost in favor of the Company upon termination of taxpayer’s
employment or consulting relationship.




	5.	 	The fair market value at the time of transfer, determined without regard to any
restriction other than a restriction which by its terms will never lapse, of such
property is: $                    






	6.	 	The amount (if any) paid for such property: $                    





The undersigned has submitted a copy of this statement to the person for whom the services were
performed in connection with the undersigned’s receipt of the above-described property. The
transferee of such property is the person performing the services in connection with the transfer
of said property.




The undersigned understands that the foregoing election may not be revoked except with the
consent of the Commissioner.



	 	 	 	 	 	 	 	 	 
	Dated:
	 	 	 	 	 	 	 	 
	 

	 	 

	 	 
	 	 

	 	 
	 

	 	 	 	 	 	Signature of Taxpayer	 	 
	Dated:
	 	 	 	 	 	 	 	 
	 

	 	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	Signature of Spouse	 	 






 









 





RECEIPT




          The undersigned hereby acknowledges receipt of Certificate No.                      representing                     
shares of Common Stock of Omeros Corporation (the “Company”).




	 	 	 	 	 	 	 	 	 
	Dated:

	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	(Signature)	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	(Printed Name)	 	 






 









 






RECEIPT




          Omeros Corporation (the “Company”) hereby acknowledges receipt of (check as
applicable):




                               A check in the amount of $                    




                               The cancellation of indebtedness in the amount of $                    




                               Certificate No.                     representing         
             shares of the Company’s Common Stock with a
fair market value of $                    




          given by               
                           as consideration for Certificate No.         
             representing                     shares of Common Stock of the Company.




	 	 	 	 	 	 	 	 	 
	Dated:

	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Omeros Corporation
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By:	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	(Signature)
	 
	 

	 	 	 	 	 	Name:	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	(Printed Name)
	 
	 

	 	 	 	 	 	Title: