Exhibit 10.36

CORGENTECH INC.
2003 EQUITY INCENTIVE PLAN

RESTRICTED STOCK AWARD GRANT NOTICE

CORGENTECH INC.(the "Company"), pursuant to its 2003 Equity Incentive Plan (the "Plan"), hereby awards to
Participant the number of shares of the Company's Common Stock set forth below ("Award"). This Award is subject to all of the terms and conditions as set forth herein and in the Restricted Stock Award
Agreement, the Plan, the form of Assignment Separate from Certificate and the form of Joint Escrow Instructions, all of which are attached hereto and incorporated herein in their entirety.

|Participant:                       |  | 
|---------------------------------- |  | 
|                                   |  | 
|Date of Grant:                     |  | 
|                                   |  | 
|Vesting Commencement Date:         |  | 
|                                   |  | 
|Number of Shares Subject to Award: |  | 
|                                   |  | 
|Consideration:                     |  | 
|                                   |  | 

Vesting Schedule:



Additional Terms/Acknowledgements:The undersigned Participant acknowledges receipt of, and understands and agrees to, this
Restricted Stock Award Grant Notice, the Restricted Stock Award Agreement and the Plan. Participant further acknowledges that as of the Date of Grant, this Restricted Stock Award Grant Notice, the
Restricted Stock Award Agreement and the Plan set forth the entire understanding between Participant and the Company regarding the acquisition of stock in the Company

1

---



and
supersede all prior oral and written agreements on that subject with the exception of (i) Awards previously granted and delivered to Participant under the Plan, and (ii) the
following agreements only:

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

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

ATTACHMENTS:Restricted Stock Award Agreement, 2003 Equity Incentive Plan, form of Assignment
Separate from Certificate and form of Joint Escrow Instructions.

2

---



ATTACHMENT I    RESTRICTED STOCK AWARD AGREEMENT

3

---



CORGENTECH INC.  2003 EQUITY INCENTIVE PLAN

RESTRICTED STOCK AWARD AGREEMENT

Pursuant to the Restricted Stock Award Grant Notice ("Grant Notice") and this Restricted Stock Award Agreement (collectively, the "Award") and in consideration of
the Purchase Price (as defined below), Corgentech Inc. (the "Company") has awarded you a restricted stock award under its 2003 Equity Incentive Plan (the "Plan") for the number of shares of the
Company's Common Stock subject to the Award as indicated in the Grant Notice. Defined terms not explicitly defined in this Restricted Stock Award Agreement but defined in the Plan shall have the same
definitions as in the Plan.

The
details of your Award are as follows:

1.CONSIDERATION.The purchase price of Common Stock acquired pursuant to the Award
shall be paid either: (i) in cash at the time of purchase; (ii) at the discretion of the Board, according to a deferred payment or other similar arrangement with you; (iii) at the
discretion of the Board, by services rendered or to be rendered to the Company; or (iv) in any other form of legal consideration that may be acceptable to the Board in its discretion (the
"Purchase Price");provided, however,that payment of the Common Stock's "par value," as defined in the Delaware General Corporation Law, shall not be
made by deferred payment and must be made in a form of consideration legal under Delaware General Corporation Law.

2.VESTING.Subject to the limitations contained herein, your Award will vest as
provided in the Grant Notice, provided that vesting will cease upon the termination of your Continuous Service.

3.NUMBER OF SHARES.The number of shares subject to your Award may be adjusted from
time to time for Capitalization Adjustments, as provided in the Plan.

4.TRANSFER RESTRICTIONS.The shares issued under your Award are not transferable until
vested and while non-vested shall not be sold, assigned, hypothecated, pledged or otherwise transferred by you. The Company shall not be required: (a) to transfer on its books any
shares issued under your Award that are sold, assigned, hypothecated, pledged, or otherwise transferred in violation of any of the provisions set forth in this Agreement, or (b) to treat as
owner of such shares issued under your Award or to accord the right to vote as such owner or to pay dividends to any purported transferee of such shares issued under your Award.

4.RIGHT OF REACQUISITION.



4

---





6.RESTRICTIVE LEGENDS.All certificates representing the Common Stock shall have
endorsed thereon legends in substantially the following forms (in addition to any other legend which may be required by other agreements between the parties hereto):



7.AWARD NOT A SERVICE CONTRACT.Your Award is not an employment or service contract,
and nothing in your Award 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 on the part of the Company or an
Affiliate to continue your employment. In addition, nothing in your Award shall obligate the Company or an Affiliate, their respective shareholders, 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.

8.WITHHOLDING OBLIGATIONS.



9.TAX CONSEQUENCES.The acquisition and vesting of the shares may have adverse tax
consequences to you. You may mitigate or exacerbate such tax consequences by filing an election under Section 83(b) of the Internal Revenue Code, as amended (the "Code"). Such election must be
filed within thirty (30) days after the date of your Award. YOU ACKNOWLEDGE THAT IT IS YOUR

5

---



OWN
RESPONSIBILITY, AND NOT THE COMPANY'S, TO DETERMINE WHETHER A SECTION 83(b) ELECTION IS APPROPRIATE FOR YOUR SITUATION. If YOU DECIDE TO FILE A SECTION 83(b) ELECTION, IT IS YOUR RESPONSIBILITY
AND NOT THE COMPANY'S TO FILE A TIMELY ELECTION UNDER CODE SECTION 83(B), EVEN IF YOU REQUEST THE COMPANY TO MAKE THE FILING ON YOUR BEHALF.

10.NOTICES.Any notices provided for in your Award or the Plan shall be given in
writing and shall be deemed effectively given upon receipt or, in the case of notices delivered 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.

11.MISCELLANEOUS.



12.GOVERNING PLAN DOCUMENT.Your Award is subject to all the provisions of the Plan,
the provisions of which are hereby made a part of your Award, 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 Award and those of the Plan, the provisions of the Plan shall control.

6

---



ATTACHMENT II    2003 EQUITY INCENTIVE PLAN

---



ATTACHMENT III    ASSIGNMENT SEPARATE FROM CERTIFICATE

---



ASSIGNMENT SEPARATE FROM CERTIFICATE

FOR VALUE RECEIVEDand pursuant to that certain Restricted Stock Award Grant Notice and Restricted Stock Award
Agreement (the "Award"),                        hereby sells, assigns and transfers unto Corgentech Inc., a Delaware
corporation ("Assignee")                        
(                        ) shares of the common
stock of the Assignee, standing in the undersigned's name on the books of said corporation represented by Certificate No.            herewith and do hereby irrevocably constitute and appoint
                        as attorney-in-fact to transfer the said stock on the books of the within named Company with full power of
substitution in the premises. This Assignment may be
used only in accordance with and subject to the terms and conditions of the Award, in connection with the reacquisition of shares of Common Stock of the Assignee issued to the undersigned pursuant to
the Award, and only to the extent that such shares remain subject to the Assignee's Reacquisition Right under the Award.

|Dated: |  |  |  |            |  |  |            
|------ |  |  |  | ---------- |  |  | -----------
|       |  |  |  |            |  |  |            
|       |  |  |  | Signature: |  |  |            
|       |  |  |  |            |  | 
|       |  |  |  |            |  |  | , Recipient

[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 Reacquisition Right set forth in the Award without requiring additional signatures on your part.]

---



ATTACHMENT IV    JOINT ESCROW INSTRUCTIONS

---



JOINT ESCROW INSTRUCTIONS

[Date]

Corporate
Secretary
Corgentech Inc.
650 Gateway Boulevard
South San Francisco, CA 94080

Dear
Sir/Madam:

As
Escrow Agent for both Corgentech Inc., a Delaware corporation (the "Company"), and the undersigned recipient of stock of the Company ("Recipient"), you are hereby authorized
and directed to hold the documents delivered to you pursuant to the terms of that certain Restricted Stock Award Grant Notice (the "Grant Notice"),
dated                        to which a copy of these Joint
Escrow Instructions is attached as Attachment IV, and pursuant to the terms of that certain Restricted Stock Award Agreement ("Agreement"), which is Attachment I to the Grant Notice, in accordance
with the following instructions:

1.In the event the Company or an assignee shall elect to exercise the Repurchase Option set forth in the Agreement, the
Company or its assignee will give to Recipient and you a written notice specifying the number of shares of stock to be purchased and the time and place for a closing thereunder. Recipient and the
Company hereby irrevocably authorize and direct you to close the transaction contemplated by such notice in accordance with the terms of said notice.

2.At the closing, you are directed (a) to date the stock assignments necessary for the transfer in question,
(b) to fill in the number of shares being transferred, and (c) to deliver the same, together with the certificate evidencing the shares of stock to be transferred, to the Company against
the simultaneous delivery to you of the purchase price (which may include suitable acknowledgment of cancellation of indebtedness) for the number of shares of stock being purchased pursuant to the
exercise of the Repurchase Option.

3.Recipient irrevocably authorizes the Company to deposit with you any certificates evidencing shares of stock to be held by
you hereunder and any additions and substitutions to said shares as specified in the Agreement. Recipient does hereby irrevocably constitute and appoint you as his
attorney-in-fact and agent for the term of this escrow to execute with respect to such securities and other property all documents necessary or appropriate to make such
securities negotiable and complete any transaction herein contemplated, including but not limited to any appropriate filing with state or government officials or bank officials.

4.This escrow shall terminate upon the exercise in full or expiration of the Repurchase Option, whichever occurs first.

5.If at the time of termination of this escrow you should have in your possession any documents, securities, or other
property belonging to Recipient, you shall deliver all of the same to Recipient and shall be discharged of all further obligations hereunder; provided, however, that if at the time of termination of
this escrow you are advised by the Company that any property subject to this escrow is the subject of a pledge or other security agreement, you shall deliver all such property to the pledgeholder or
other person designated by the Company.

6.Except as otherwise provided in these Joint Escrow Instructions, your duties hereunder may be altered, amended, modified
or revoked only by a writing signed by all of the parties hereto.

7.You shall be obligated only for the performance of such duties as are specifically set forth herein and may rely and shall
be protected in relying or refraining from acting on any instrument reasonably believed by you to be genuine and to have been signed or presented by the proper party or parties. You shall not be
personally liable for any act you may do or omit to do hereunder as Escrow

---



Agent
or as attorney-in-fact for Recipient while acting in good faith, and any act done or omitted by you pursuant to the advice of your own attorneys shall be conclusive
evidence of such good faith.

8.You are hereby expressly authorized to disregard any and all warnings given by any of the parties hereto or by any other
person or corporation, excepting only orders or process of courts of law, and are hereby expressly authorized to comply with and obey orders, judgments or decrees of any court. In case you obey or
comply with any such order, judgment or decree of any court, you shall not be liable to any of the parties hereto or to any other person, firm or corporation by reason of such compliance,
notwithstanding any such order, judgment or decree being subsequently reversed, modified, annulled, set aside, vacated or found to have been entered without jurisdiction.

9.You shall not be liable in any respect on account of the identity, authorities or rights of the parties executing or
delivering or purporting to execute or deliver these Joint Escrow Instructions or documents or papers deposited or called for hereunder.

10.You shall not be liable for the outlawing of any rights under any statute of limitations with respect to these Joint
Escrow Instructions or any documents deposited with you.

11.Your responsibilities as Escrow Agent hereunder shall terminate if you shall cease to be Secretary of the Company or if
you shall resign by written notice to each party. In the event of any such termination, the Secretary of the Company shall automatically become the successor Escrow Agent unless the Company shall
appoint another officer or assistant officer of the Company as successor Escrow Agent, and Recipient hereby confirms the appointment of such successor as his attorney-in-fact
and agent to the full extent of your appointment.

12.If you reasonably require other or further instruments in connection with these Joint Escrow Instructions or obligations
in respect hereto, the necessary parties hereto shall join in furnishing such instruments.

13.It is understood and agreed that should any dispute arise with respect to the delivery and/or ownership or right of
possession of the securities held by you hereunder, you are authorized and directed to retain in your possession without liability to anyone all or any part of said securities until such dispute shall
have been settled either by mutual written agreement of the parties concerned or by a final order, decree or judgment of a court of competent jurisdiction after the time for appeal has expired and no
appeal has been perfected, but you shall be under no duty whatsoever to institute or defend any such proceedings.

14.All notices required or permitted hereunder shall be in writing and shall be deemed effectively given: (a) upon
personal delivery to the party to be notified, (b) when sent by confirmed telex or facsimile if sent during normal business hours of the recipient, and if not during normal business hours of
the recipient, then on the next business day, (c) five (5) calendar days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or
(d) one (1) business day after deposit with a nationally recognized overnight courier, specifying next day delivery, with written verification of receipt. All communications shall be
sent to the other parties hereto at such party's

---



address
set forth below, or at such other address as such party may designate by ten (10) days advance written notice to the other parties hereto.

Company:

Corgentech Inc.
650 Gateway Boulevard
South San Francisco, CA 94080
Attn: General Counsel / Chief Financial OfficerRecipient:Escrow Agent:

Corgentech Inc.
650 Gateway Boulevard
South San Francisco, CA 94080
Attn: Corporate Secretary


15.By signing these Joint Escrow Instructions, you become a party hereto only for the purpose of said Joint Escrow
Instructions; you do not become a party to the Grant Notice.

16.You shall be entitled to employ such legal counsel and other experts (including, without limitation, the firm of Cooley
Godward llp) as you may deem necessary properly to advise you in connection with your obligations hereunder. You may rely upon the advice of such counsel, and you may pay such counsel reasonable
compensation therefor. The Company shall be responsible for all fees generated by such legal counsel in connection with your obligations hereunder.

17.This instrument shall be binding upon and inure to the benefit of the parties hereto and their respective successors and
permitted assigns. It is understood and agreed that references to "you" and "your" herein refer to the original Escrow Agent and to any and all successor Escrow Agents. It is understood and agreed
that the Company may at any time or from time to time assign its rights under the Grant Notice and these Joint Escrow Instructions in whole or in part.

18.These Joint Escrow Instructions shall be governed by and interpreted and determined in accordance with the laws of the
State of California, as such laws are applied by California courts to contracts made and to be performed entirely in California by residents of that state.

|              |  |  |  | Very truly yours,
|------------- |  |  |  | -----------------
|              |  |  |  | CORGENTECH INC.  
|              |  |  |  | By:              
|              |  |  |  |                  
|              |  |  |  | Name:            
|              |  |  |  |                  
|              |  |  |  | Title:           
|              |  |  |  |                  
|              |  |  |  | RECIPIENT        
|              |  |  |  |                  
|              |  |  |  | Name:            
|              |  |  |  |                  
|ESCROW AGENT: |  |  |  |                  
|              |  |  |  |                  
|NAME:         |  |  |  |                  
|              |  |  |  |                  

---



QuickLinks