exv10w3



 



 Exhibit
10.3



OMEROS CORPORATION




SECOND AMENDED AND RESTATED 1998 STOCK OPTION PLAN




NOTICE OF STOCK OPTION GRANT




«Optionee» (“Optionee”)

«OptioneeAddress1»

«OptioneeAddress2»




     You have been granted an option to purchase Common Stock of Omeros Corporation (the “Company”)
as follows:



	 	 	 	 
	 	Date of Grant (Later of Board
Approval Date or Commencement
of Employment/Consulting):
	 	«GrantDate»
	 	 	 	 
	 	Vesting Commencement Date:
	 	«VestingCommenceDate»
	 	 	 	 
	 	Exercise Price per Share:
	 	$«ExercisePrice»
	 	 	 	 
	 	Total Number of Shares Granted:
	 	«NoOfShares»
	 	 	 	 
	 	Type of Option:
	 	«Type»
	 	 	 	 
	 	Term/Expiration Date:
	 	«ExpirDate»
	 	 	 	 
	 	Vesting Schedule:
	 	This Option may be exercised, in whole or in part, in accordance with the

following vesting schedule: «Vesting»
	 	 	 	 
	 	Termination Period:
	 	Option may be exercised for ninety (90) days after termination of
employment or consulting relationship except as set out in Sections 6 and 7 of the
Stock Option Agreement (but in no event later than the Expiration Date).






 









 






     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 document.



     OPTIONEE ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO THE OPTION HEREOF IS
EARNED ONLY BY CONTINUING EMPLOYMENT OR CONSULTANCY AT THE WILL OF THE COMPANY (NOT THROUGH THE ACT
OF BEING HIRED, BEING GRANTED THIS OPTION OR ACQUIRING SHARES HEREUNDER). OPTIONEE FURTHER
ACKNOWLEDGES AND AGREES THAT NOTHING IN THIS AGREEMENT OR IN THE COMPANY’S STOCK OPTION PLAN SHALL
CONFER UPON OPTIONEE ANY RIGHT WITH RESPECT TO CONTINUATION OF EMPLOYMENT OR CONSULTANCY BY THE
COMPANY, NOR SHALL IT INTERFERE IN ANY WAY WITH OPTIONEE’S RIGHT OR THE COMPANY’S RIGHT TO
TERMINATE OPTIONEE’S EMPLOYMENT OR CONSULTANCY AT ANY TIME, WITH OR WITHOUT CAUSE.



     This option is granted under and governed by the terms and conditions of the Second Amended
and Restated 1998 Stock Option Plan (the “Plan”) and the Stock Option Agreement, both of
which are attached and incorporated in their entireties into this document. By your signature, you
acknowledge receipt of a copy of the Plan and the Stock Option Agreement, and represent that you
are familiar with the terms and provisions thereof, and hereby accept this Option subject to all of
the terms and provisions thereof. You further acknowledge that you have reviewed the Plan, the
Stock Option Agreement and this Option in their entirety, have had an opportunity to obtain the
advice of counsel prior to executing this Option and fully understand all provisions of this
Option. You hereby agree to accept as binding, conclusive and final all decisions or
interpretations of the Administrator (as defined in the Plan) upon any questions arising under the
Plan, the Stock Option Agreement or this Option.




	 	 	 	 	 	 	 
	«Optionee»:	 	 	 	Omeros Corporation
	 
	 

	 	 	 	By:	 	 
	 

	 	 	 	 	 	 
	Signature

	 	 	 	 	 	Gregory A. Demopulos, M.D.
	 

	 	 	 	 	 	Chief Executive Officer
	 
	 	 	 	 	 	 
	 

Print Name

	 	 
	 	 	 	 






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OMEROS CORPORATION




SECOND AMENDED AND RESTATED 1998 STOCK OPTION PLAN




STOCK OPTION AGREEMENT




     1. Grant of Option. Omeros Corporation, a Washington corporation (the “Company”),
hereby grants to Optionee, an option (the “Option”) to purchase a total number of shares of Common
Stock (the “Shares”) set forth in the Notice of Stock Option Grant, at the exercise price per share
set forth in the Notice of Stock Option Grant (the “Exercise Price”) subject to the terms,
definitions and provisions of the Omeros Corporation Second Amended and Restated 1998 Stock Option
Plan (the “Plan”) adopted by the Company, which is incorporated herein by reference. Unless
otherwise defined herein, capitalized terms used herein shall have the same meaning as set forth in
the Notice of Stock Option Grant or Plan.



          If designated an Incentive Stock Option, this Option is intended to qualify as an Incentive
Stock Option as defined in Section 422 of the Code.




     2. Exercise of Option. 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:



          (a) Right to Exercise



               (i) This Option may not be exercised for a fraction of a share.



               (ii) In the event of Optionee’s death, disability or other termination of employment, the
exercisability of the Option is governed by Sections 5, 6 and 7 below, subject to the limitation
contained in Section 2(a)(i).



               (iii) In no event may this Option be exercised after the date of expiration of the term of
this Option as set forth in the Notice of Stock Option Grant.



          (b) Method of Exercise. This Option shall be exercisable by execution and delivery of
the Exercise Notice and Restricted Stock Purchase Agreement attached hereto as Exhibit A
(the “Exercise Agreement”) or of any other form of written notice approved for such purpose by the
Company which shall state the election to exercise the Option, the number of Shares in respect of
which the Option is being exercised, and such other representations and agreements as to the
holder’s investment intent with respect to such shares of Common Stock as may be required by the
Company pursuant to the provisions of the Plan. Such written notice shall be signed by Optionee
and shall be delivered in person or by certified mail to the Secretary of the Company. The written
notice shall be accompanied by payment of the Exercise Price. This Option shall be deemed to be
exercised upon receipt by the Company of such written notice accompanied by the Exercise Price.



 









 





                    No Shares will be issued pursuant to the exercise of an Option unless such issuance and such
exercise shall comply with all relevant provisions of applicable law and the requirements of any
stock exchange upon which the Shares may then be listed. Assuming such compliance, for income tax
purposes the Shares shall be considered transferred to Optionee on the date on which the Option is
exercised with respect to such Shares.



     3. Method of Payment. Payment of the Exercise Price shall be by any of the following,
or a combination thereof, at the election of Optionee:



          (a) cash;



          (b) check;



          (c) surrender of other shares of Common Stock of the Company which (i) in the case of Shares
acquired pursuant to the exercise of a Company option, have been owned by Optionee for more than
six (6) months on the date of surrender, and (ii) have a fair market value on the date of surrender
equal to the Exercise Price of the Shares as to which the Option is being exercised; or



          (d) if there is a public market for the Shares and they are registered under the Securities
Act of 1933, as amended (the “Securities Act”), delivery of a properly executed exercise notice
together with irrevocable instructions to a broker to deliver promptly to the Company the amount of
sale or loan proceeds required to pay the exercise price.



     4. Restrictions on Exercise. This Option may not be exercised until such time as the
Plan has been approved by the shareholders of the Company, or if the issuance of such Shares upon
such exercise or the method of payment of consideration for such shares would constitute a
violation of any applicable federal or state securities or other law or regulation, including any
rule under Part 207 of Title 12 of the Code of Federal Regulations as promulgated by the Federal
Reserve Board. As a condition to the exercise of this Option, the Company may require Optionee to
make any representation and warranty to the Company as may be required by any applicable law or
regulation.



     5. Termination of Relationship. In the event of termination of Optionee’s Continuous
Status as an Employee or Consultant, Optionee may, to the extent otherwise so entitled at the date
of such termination (the “Termination Date”), exercise this Option during the Termination Period
set forth in the Notice of Stock Option Grant. To the extent that Optionee was not entitled to
exercise this Option at such Termination Date, or if Optionee does not exercise this Option within
the Termination Period, the Option shall terminate.



     6. Disability of Optionee



          (a) Notwithstanding the provisions of Section 5 above, in the event of termination of
Optionee’s Continuous Status as an Employee or Consultant as a result of his or her total and
permanent disability (as defined in Section 22(e)(3) of the Code), Optionee may, but only within
twelve (12) months from the Termination Date (but in no event later than the



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Expiration Date set forth in the Notice of Stock Option Grant and in Section 9 below),
exercise this Option to the extent Optionee was entitled to exercise it as of such Termination
Date. To the extent that Optionee was not entitled to exercise the Option as of the Termination
Date, or if Optionee does not exercise the Option (to the extent so entitled) within the time
specified in this Section 6(a), the Option shall terminate.




          (b) Notwithstanding the provisions of Section 5 above, in the event of termination of
Optionee’s Continuous Status as an Employee or Consultant as a result of any disability not
constituting a total and permanent disability (as set forth in Section 22(e)(3) of the Code),
Optionee may, but only within six (6) months from the Termination Date (but in no event later than
the Expiration Date set forth in the Notice of Stock Option Grant and in Section 9 below), exercise
this Option to the extent Optionee was entitled to exercise it as of such Termination Date;
provided, however, that if this is an Incentive Stock Option and Optionee fails to exercise this
Incentive Stock Option within three (3) months from the Termination Date, this Option will cease to
qualify as an Incentive Stock Option (as defined in Section 422 of the Code) and Optionee will be
treated for federal income tax purposes as having received ordinary income at the time of such
exercise in an amount generally measured by the difference between the Exercise Price for the
Shares and the fair market value of the Shares on the date of exercise. To the extent that
Optionee was not entitled to exercise the Option at the Termination Date, or if Optionee does not
exercise the Option to the extent so entitled within the time specified in this Section 6(b), the
Option shall terminate.



     7. Death of Optionee. In the event of the death of Optionee (a) during the Term of
this Option and while an Employee or Consultant of the Company and having been in Continuous Status
as an Employee or Consultant since the date of grant of the Option, or (b) within thirty (30) days
after Optionee’s Termination Date, the Option may be exercised at any time within six (6) months
following the date of death (but in no event later than the Expiration Date set forth in the Notice
of Stock Option Grant and in Section 9 below), by Optionee’s estate or by a person who acquired
the right to exercise the Option by bequest or inheritance, but only to the extent of the right to
exercise that had accrued at the Termination Date.



     8. Non-Transferability of Option. This Option may not be transferred in any manner
otherwise than by will or by the laws of descent or distribution and may be exercised during the
lifetime of Optionee only by him or her. The terms of this Option shall be binding upon the
executors, administrators, heirs, successors and assigns of Optionee.



     9. Term of Option. This Option may be exercised only within the Term set forth in the
Notice of Stock Option Grant, subject to the limitations set forth in Section 7 of the Plan.



     10. Tax Consequences. Set forth below is a brief summary as of the date of this
Option of certain of the federal tax consequences of exercise of this Option and disposition of the
Shares under the laws in effect as of the Date of Grant. THIS SUMMARY IS NECESSARILY INCOMPLETE,
AND THE TAX LAWS AND REGULATIONS ARE SUBJECT TO



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CHANGE. OPTIONEE SHOULD CONSULT A TAX ADVISER
BEFORE EXERCISING THIS OPTION OR DISPOSING OF THE SHARES.




          (a) Exercise of Incentive Stock Option. If this Option qualifies as an Incentive
Stock Option, there will be no regular federal income tax liability upon the exercise of the
Option, although the excess, if any, of the fair market value of the Shares on the date of exercise
over the Exercise Price will be treated as an adjustment to the alternative minimum tax for federal
tax purposes and may subject Optionee to the alternative minimum tax in the year of exercise.



          (b) Exercise of Nonstatutory Stock Option. If this Option does not qualify as an
Incentive Stock Option, there may be a regular federal income tax liability upon the exercise of
the Option. Optionee will be treated as having received compensation income (taxable at ordinary
income tax rates) equal to the excess, if any, of the fair market value of the Shares on the date
of exercise over the Exercise Price. If Optionee is an employee, the Company will be required to
withhold from Optionee’s compensation or collect from Optionee and pay to the applicable taxing
authorities an amount equal to a percentage of this compensation income at the time of exercise.



          (c) Disposition of Shares. In the case of a Nonstatutory Stock Option, if the Shares
are held for at least one (1) year, any gain realized on disposition of the Shares will be treated
as long-term capital gain for federal income tax purposes. In the case of an Incentive Stock
Option, if Shares transferred pursuant to the Option are held for at least one (1) year after
exercise and are disposed of at least two (2) years after the Date of Grant, any gain realized on
disposition of the Shares will also be treated as long-term capital gain for federal income tax
purposes. If Shares purchased under an Incentive Stock Option are disposed of within such one (1)
year period or within two (2) years after the Date of Grant, any gain realized on such disposition
will be treated as compensation income (taxable at ordinary income rates) to the extent of the
difference between the Exercise Price and the lesser of (i) the fair market value of the Shares on
the date of exercise, or (ii) the sale price of the Shares.



          (d) Notice of Disqualifying Disposition of Incentive Stock Option Shares. If the
Option granted to Optionee herein is an Incentive Stock Option, and if Optionee sells or otherwise
disposes of any of the Shares acquired pursuant to such Incentive Stock Option on or before the
later of (i) the date two (2) years after the Date of Grant, or (ii) the date one (1) year after
the date of exercise, Optionee shall immediately notify the Company in writing of such disposition.
Optionee acknowledges and agrees that he or she may be subject to income tax withholding by the
Company on the compensation income recognized by Optionee from the early disposition by payment in
cash or out of the current earnings paid to Optionee.



     11. Withholding Tax Obligations. Optionee understands that, upon exercising a
Nonstatutory Stock Option, he or she will recognize income for tax purposes in an amount equal to
the excess of the then fair market value of the Shares over the Exercise Price. However, the
timing of this income recognition may be deferred for up to six (6) months if Optionee is subject
to Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). If Optionee
is an employee, the Company will be required to withhold from Optionee’s



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compensation, or collect
from Optionee and pay to the applicable taxing authorities an amount equal to a percentage of this
compensation income. Additionally, Optionee may at some point be required to satisfy tax
withholding obligations with respect to the disqualifying disposition of an Incentive Stock Option.
Optionee shall satisfy his or her tax withholding obligation arising upon the exercise of this Option by one or some combination of the following methods: (a) by cash
payment, (b) out of Optionee’s current compensation, (c) if permitted by the Administrator, in its
discretion, by surrendering to the Company Shares which (i) in the case of Shares previously
acquired from the Company, have been owned by Optionee for more than six (6) months on the date of
surrender, and (ii) have a fair market value on the date of surrender equal to or greater than
Optionee’s marginal tax rate times the ordinary income recognized, or (d) by electing to have the
Company withhold from the Shares to be issued upon exercise of the Option that number of Shares
having a fair market value equal to the amount required to be withheld. For this purpose, the fair
market value of the Shares to be withheld shall be determined on the date that the amount of tax to
be withheld is to be determined (the “Tax Date”).




          If Optionee is subject to Section 16 of the Exchange Act (an “Insider”), any surrender of
previously owned Shares to satisfy tax withholding obligations arising upon exercise of this Option
must comply with the applicable provisions of Rule 16b-3 promulgated under the Exchange Act (“Rule
16b-3”).



          All elections by Optionee to have Shares withheld to satisfy tax withholding obligations shall
be made in writing in a form acceptable to the Administrator and shall be subject to the following
restrictions:



          (a) the election must be made on or prior to the applicable Tax Date;



          (b) once made, the election shall be irrevocable as to the particular Shares of the Option as
to which the election is made; and



          (c) all elections shall be subject to the consent or disapproval of the Administrator.



     12. Market Standoff 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, Optionee hereby 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.



     13. Miscellaneous



          (a) Governing Law. This Stock Option Agreement, together with the related Notice of
Stock Option Grant (collectively this “Agreement”), and all acts and transactions



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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 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) 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 Optionee under this Agreement may only be assigned with the prior written consent of
the Company.



          (g) 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



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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 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.





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Exhibit A




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 $___. 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.



     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 except in compliance with the provisions below and applicable securities laws.



          (a) 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(a) (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(a) 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(a), 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 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(a) 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(a). “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.



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          (b) 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(a)(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. 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(b)(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.



          (c) 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.



          (d) 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.
Any sale or transfer of the Company’s Shares shall be void unless the provisions of this Agreement
are satisfied.



          (e) Termination of Rights. The right of first refusal granted the Company by
Section 3(a) above and the option to repurchase the Shares in the event of an involuntary transfer
granted the Company by Section 3(b) 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(a) 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.



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     4. 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.



     5. 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):



               (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.



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               (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.



     6. 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.



     7. 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.



     8. 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 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.



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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.



-6-









 





     (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 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	 	 	 	 	 
	 	 	 	   





-8-









 






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: