Exhibit 10.35

CORGENTECH INC.  2003 EQUITY INCENTIVE PLAN

STOCK OPTION GRANT NOTICE

CORGENTECH INC.(the "Company"), pursuant to its 2003 Equity Incentive Plan (the "Plan"), hereby grants to
Optionholder an option to purchase the number of shares of the Company's Common Stock set forth below. This option is subject to all of the terms and conditions as set forth herein and in the Stock
Option Agreement, the Plan and the Notice of Exercise, all of which are attached hereto and incorporated herein in their entirety.

|Optionholder:                       |  | 
|----------------------------------- |  | 
|                                    |  | 
|Date of Grant:                      |  | 
|                                    |  | 
|Vesting Commencement Date:          |  | 
|                                    |  | 
|Number of Shares Subject to Option: |  | 
|                                    |  | 
|Exercise Price (Per Share):         |  | 
|                                    |  | 
|Total Exercise Price:               |  | 
|                                    |  | 
|Expiration Date:                    |  | 
|                                    |  | 

Type of Grant:Nonstatutory Stock Option

Exercise Schedule:    ýSame as Vesting Schedule
ý  Early Exercise Permitted

Vesting Schedule:





Payment:By one or a combination of the following items (described in the Stock Option Agreement):



Additional Terms/Acknowledgements:The undersigned Optionholder acknowledges receipt of, and understands and agrees to, this
Stock Option Grant Notice, the Stock Option Agreement and the Plan. Optionholder further acknowledges that as of the Date of Grant, this Stock Option Grant Notice, the Stock Option Agreement and the
Plan set forth the entire understanding between Optionholder

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and
the Company regarding the acquisition of stock in the Company and supersede all prior oral and written agreements on that subject with the exception of (i) options previously granted and
delivered to Optionholder under the Plan, and (ii) the following agreements only:

| |                   | 
| | ----------------- | 
| | OTHER AGREEMENTS: | 
| |                   | 
| |                   | 

|CORGENTECH INC. |  | OPTIONHOLDER:                        
|--------------- |  | -------------------------------------
|By:             |  |                                      
|                |  | John P. McLaughlin                   
|Title:          |  | Chief Executive Officer and President
|                |  |                                      
|Date:           |  |                                      
|                |  |                                      

ATTACHMENTS:Stock Option Agreement, the Plan and the Notice of Exercise

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CORGENTECH INC.  2003 EQUITY INCENTIVE PLAN

STOCK OPTION AGREEMENT  (NONSTATUTORY STOCK OPTION)

Pursuant to your Stock Option Grant Notice ("Grant Notice") and this Stock Option Agreement,
Corgentech Inc. (the "Company") has granted you an option under its 2003 Equity Incentive Plan (the
"Plan") to purchase the number of shares of the Company's Common Stock indicated in your Grant Notice at the exercise price indicated in your Grant
Notice. Defined terms not explicitly defined in this Stock Option Agreement but defined in the Plan shall have the same definitions as in the Plan.

The
details of your option are as follows:

1.VESTING.Subject to the limitations contained herein, your option will vest as
provided in your Grant Notice, provided that vesting will cease upon the termination of your Continuous Service and that your vesting may be accelerated as provided in the Plan.

2.NUMBER OF SHARES AND EXERCISE PRICE.The number of shares of Common Stock subject to
your option and your exercise price per share referenced in your Grant Notice may be adjusted from time to time for Capitalization Adjustments.

3.EXERCISE RESTRICTION FOR NON-EXEMPT EMPLOYEES.In the event that you are
an Employee eligible for overtime compensation under the Fair Labor Standards Act of 1938, as amended (i.e., a
"Non-Exempt Employee"), you may not exercise your option until you have completed at least six (6) months of Continuous Service
measured from the Date of Grant specified in your Grant Notice, notwithstanding any other provision of your option.

4.EXERCISE PRIOR TO VESTING ("EARLY EXERCISE").If permitted in your Grant Notice
(i.e., the "Exercise Schedule" indicates that "Early Exercise" of your option is permitted) and subject to the provisions of your option, you may elect
at any time that is both (i) during the period of your Continuous Service and (ii) during the term of your option, to exercise all or part of your option, including the nonvested portion
of your option;provided, however,that:



5.METHOD OF PAYMENT.Payment of the exercise price is due in full upon exercise of all
or any part of your option. You may elect to make payment of the exercise price in cash or by check or in any other mannerpermitted by your Grant
Notice,which may include one or more of the following:



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6.WHOLE SHARES.You may exercise your option only for whole shares of Common Stock.

7.SECURITIES LAW COMPLIANCE.Notwithstanding anything to the contrary contained herein,
you may not exercise your option unless the shares of Common Stock issuable upon such exercise are then registered under the Securities Act or, if such shares of Common Stock are not then so
registered, the Company has determined that such exercise and issuance would be exempt from the registration requirements of the Securities Act. The exercise of your option also must comply with other
applicable laws and regulations governing your option, and you may not exercise your option if the Company determines that such exercise would not be in material compliance with such laws and
regulations.

8.TERM.You may not exercise your option before the commencement or after the
expiration of its term. The term of your option commences on the Date of Grant and expires upon the earliest of the following:



9.EXERCISE.



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10.TRANSFERABILITY.Your option is not transferable, except by will or by the laws of
descent and distribution, and is exercisable during your life only by you. Notwithstanding the foregoing, by delivering written notice to the Company, in a form satisfactory to the Company, you may
designate a third party who, in the event of your death, shall thereafter be entitled to exercise your option.

11.OPTION NOT A SERVICE CONTRACT.Your option is not an employment or service contract,
and nothing in your option shall be deemed to create in any way whatsoever any obligation on your part to continue in the employ of the Company or an Affiliate, or of the Company or an Affiliate to
continue your employment. In addition, nothing in your option shall obligate the Company or an Affiliate, their respective stockholders, Boards of Directors, Officers or Employees to continue any
relationship that you might have as a Director or Consultant for the Company or an Affiliate.

12.WITHHOLDING OBLIGATIONS.



13.NOTICES.Any notices provided for in your option or the Plan shall be given in
writing and shall be deemed effectively given upon receipt or, in the case of notices delivered by mail by the Company to you, five (5) days after deposit in the United States mail, postage
prepaid, addressed to you at the last address you provided to the Company.

14.GOVERNING PLAN DOCUMENT.Your option is subject to all the provisions of the Plan,
the provisions of which are hereby made a part of your option, and is further subject to all interpretations, amendments, rules and regulations, which may from time to time be promulgated and adopted
pursuant to the Plan. In the event of any conflict between the provisions of your option and those of the Plan, the provisions of the Plan shall control.

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