exv10w1







Exhibit 10.1




FIRST AMENDMENT




to



AGREEMENT FOR ANTIBODY DISCOVERY AND DEVELOPMENT


This is a first amendment (this “Amendment”) effective as of March 26, 2010 to the Agreement for
Antibody Discovery and Development dated July 25, 2008 related to antibodies to MASP-2 (the
“Agreement”) between Omeros Corporation (“Omeros”), a Washington corporation having an address at
1420 Fifth Avenue, Suite 2600, Seattle, Washington 98101, and Affitech AS (“Affitech”), having an
address at Oslo Research Park, Gaustadalléen 21, N-0349 Oslo, Norway. Unless otherwise defined
herein, all initially-capitalized terms used in this Amendment shall have the same definition as
set forth in the Agreement.



Whereas Affitech has with funding from Omeros generated First Generation Candidate scFv antibodies
(the “Mother Clones”) in accordance with the Agreement and has conducted affinity maturation of the
Mother Clones to yield affinity-matured scFv antibodies (the “Daughter Clones”).



Whereas Omeros has undertaken the costs to have one or more of the Daughter Clones converted by a
third party to one or more full-length IgG formats to produce “IgG Daughter Clones” for further
evaluation.



Whereas Affitech wishes to accelerate the receipt of financial consideration from Omeros under the
Agreement and Omeros wishes to reduce its potential long term financial obligations under the
Agreement.



Therefore, for the above and other consideration, Omeros and Affitech agree that the Agreement is
hereby amended as follows:





	1.	 	Accelerated Payment. Omeros agrees to pay to Affitech the one time sum of five hundred
thousand US dollars (US$500,000) (the “Buy Out Payment”) payable in two payments of two
hundred fifty thousand US dollars (US$250,000) each, with a first payment to be wired to
Affitech by no later than 5:00 pm in Seattle on March 30, 2010 to an account designated by
Affitech and a second payment to be wired to Affitech by no later than 5:00 pm in Seattle on
April 5, 2010 to such account, provided, however, that the parties may mutually agree in
writing to an alternate payment schedule.






	2.	 	Release of Future Payments. In consideration of and effective upon the receipt of the Buy
Out Payment, Affitech hereby releases Omeros from any and all obligation or liability for any
and all payments to Affitech that have not previously been paid under the Agreement,
including, without limitation, the Milestone II Fee, all Development Milestone Payments and
all Sales Royalties.






	3.	 	Release of Development Obligations. Effective upon the receipt of the Buy Out Payment,
Omeros hereby releases Affitech of any and all obligations to complete any additional Services
under the Agreement or to deliver any additional Deliverables under the Agreement. Effective
upon the receipt of the Buy Out Payment, Affitech hereby releases 




 









 






	 	 	Omeros of any and all
obligations to develop and/or commercialize a Final Candidate or any other antibody under the
Agreement. Both Parties shall be excused from further participation in the JAC.






	4.	 	Intellectual Property. The intellectual property provisions set forth in Section 7 of the
Agreement shall remain in full force and effect except that: (a) the Field Exclusivity under
Section 7.4 of the Agreement shall subsist so long as any claim in any patent or patent
application included in the Omeros Pre-existing Intellectual Property related to MASP-2 or in
the New Omeros Intellectual Property remains pending or issued and enforceable; and (b)
Subsection 7.5 concerning limitations in the event of a breach by Omeros of its original
obligation to develop Affitech-Originated MASP-2 Antibodies shall have no further force and
effect. The provisions of Subsection 8.6, concerning Omeros’ right to terminate without cause
and related payment and intellectual property reversion provisions, shall have no further
force and effect.






	5.	 	Additional Representations and Warranties.






	5.1.	 	Affitech hereby acknowledges that the representations and warranties of Section 9.2(b) of the
Agreement shall continue to apply to the Daughter Clones and any IgG Daughter Clones converted
therefrom. Affitech shall provide Omeros with copies of opinion of counsel previously obtained
by Affitech and related to such issues, which Omeros acknowledges shall be covered by the
terms of the Joint Defense Agreement between Affitech and Omeros dated September 8, 2009.






	5.2.	 	Affitech hereby represents and warrants that, to its knowledge, the sequences of the Mother
Clones and the Daughter Clones have not previously been published or publicly disclosed by
Affitech and that the Mother Clones and Daughter Clones have not been made publicly available
by Affitech.






	6.	 	All other terms of the Agreement remain in force and unchanged.




This Amendment is accepted and acknowledged by each Party through the signature of its authorized
representative below:




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	AFFITECH AS	 	 	 	OMEROS CORPORATION	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	By:	 	/s/ Martin Welschof	 	 	 	By:	 	/s/ Gregory A. Demopulos	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 

	 	Name:
	 	Martin Welschof, Ph.D.
	 	 	 	 	 	Name:
	 	Gregory A. Demopulos, M.D.	 	 
	 

	 	Title:
	 	Chief Operating Officer
	 	 	 	 	 	Title:
	 	Chairman & CEO	 	 
	 	 	Facsimile: +47 22 95 83 58	 	 	 	 	 	Facsimile: 206 676 5005	 	 







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