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1.6 “**Net Enforcement Proceeds**” shall mean (a) all awards, judgments, settlements or damagescollected by Omeros from its enforcement of the Licensed IP against third parties, less (b)all of Omeros’ enforcement and litigation costs and legal fees. 1.7 “**Net Sales**” shall mean (a) gross monetary amounts invoiced and collected by Omeros for thesale of Licensed Products (excluding any Sublicense Revenue), less (b) the sum of cash, trade,or quantity discounts, sales, use, tariff, import/export duties or other excise taxes, and anyother governmental taxes imposed on particular sales, transportation charges and allowances,commissions to third party sales agents, and credits to customers because of rejections orreturns, plus (c) the Net Enforcement Proceeds. For purposes of this paragraph, theacquisition of Licensed Products from Omeros as part of an acquisition of all or a substantialpart of the assets of Omeros’ business to which this Agreement pertains shall not beconsidered a sale of Licensed Products. 1.8 “**Other MASP-2 Patents**” shall have the definition set forth in Exhibit B to thisAgreement. 1.9 “**Sublicense Revenue**” shall mean all sublicense royalties, milestones or other sublicense feesreceived by Omeros from third parties for a sublicense under the Initial MASP-2 Patents and/orthe Other MASP-2 Patents for the manufacture, sale or distribution of Licensed Products,excluding any amounts included in the Net Sales, provided, however that the Sublicense Revenueshall not include any fees or payments from such third parties to Omeros to support researchand development efforts, to purchase equity in Omeros, for licensing under other intellectualproperty not included in the Initial MASP-2 Patents and/or the Other MASP-2 Patents, or forany other purpose other than as compensation for such sublicense under the Initial MASP-2Patents and/or the Other MASP-2 Patents. 2 **Grant Of License** 2.1 Helion hereby grants to Omeros for the term of this Agreement a royalty-bearing, world-wideexclusive license in and to the Licensed IP within the Licensed Field, including the right togrant sublicenses thereunder, including, without limitation, all rights for the research,development, manufacture, use, sale, offering for sale, distribution, exportation andimportation of any and all products and the practice of all methods claimed in or encompassedby the Licensed IP, including, without limitation, the exclusive right to develop,manufacture, use, sell, offer for sale, distribute, export and import the LicensedProducts. 2.2 Helion shall also provide to Omeros access to the cell line for Helion’s [†] monoclonalantibody (the “**[†] Antibody**”) and all available data for and samples, if available, of allMASP-2 antibodies owned or controlled by Helion, including, without limitation, the [†]Antibody (collectively the “**Helion Antibodies”)**, without added compensation to Helion fromOmeros other than reimbursement of Helion’s expenses for providing such access, † DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED PURSUANT TO A REQUEST FORCONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE COMMISSION
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  on a pass-through basis, and at no expense to Helion. Helion has provided a sample of the [†]Antibody to Omeros for assessment of its properties. Omeros shall pay to Helion an annualmaintenance fee of [†] ($[†]) (the “**Research Exclusivity Fee**”), with a first ResearchExclusivity Fee due within [†] of the Effective Date and then within [†] of the anniversary ofthe Effective Date annually thereafter, each year during the term of this Agreement for solong as Omeros wishes to preclude Helion from providing any access to the [†] Antibody tothird parties. If Omeros fail to pay any Research Exclusivity Fee when due or if Omerosprovides Helion written notice that Omeros does not wish to maintain research exclusivity forthe [†] Antibody, then thereafter Helion shall have the right to license out the [†] Antibodyto a third party distributor to sublicense and sell the [†] Antibody to other third partiesprovided that such third parties may use the [†] Antibody solely for non-commercial researchpurposes only, such use expressly excluding the right to modify, sequence or otherwise developthe [†] Antibody, provided, however, that such third party license to research use of the [†]Antibody shall not be construed to include any license under the Licensed IP or under anyother Intellectual Property Rights owned or held by Omeros. 3 **Royalties and Sublicense Revenue** 3.1 Omeros shall pay Helion on a quarterly basis a royalty as a percentage of Net Sales that werecollected during each quarter of the term of this Agreement, which royalty percentage shall bedetermined as either (a) [†] percent ([†]%) of Net Sales for Licensed Products that areencompassed by any valid and subsisting claim of any patent included in the Initial MASP-2Patents, or (b) [†] percent ([†]%) of Net Sales for Licensed Products that are encompassed byany valid and subsisting claim of any patent included in the Other MASP-2 Patents (the“**Royalty**”); provided, however, that if the total royalty burden paid by Omeros to all entities(including Helion and third parties) for licenses to Intellectual Property Rights that arespecifically directed to inhibitors or methods of inhibiting mannan-binding lectin-mediatedactivation of the complement system (“**Total Royalty Burden**”) exceeds [†] percent ([†]%), thenthe Royalty shall be reduced by [†] of the difference between the Total Royalty Burden and [†]percent ([†]%), except that in any event Helion shall be paid a minimum Royalty of either [†]percent ([†]%) or [†] percent ([†]%) for (a) the Initial MASP-2 Patents or (b) the OtherMASP-2 Patents, respectively. For purposes of clarity, the Total Royalty Burden shall becomputed based on all licensees under Intellectual Property Rights for which Omeros isrequired to pay a royalty for the sale of Licensed Products. For purposes of clarity, if aLicensed Product is encompassed by valid and subsisting claims of patents included in both theInitial MASP-2 Patents and the Other MASP-2 Patents, than the Royalty shall be computed onlyon the basis of the Other MASP-2 Patents. 3.2 Omeros shall pay Helion on a quarterly basis a share (the “**Sublicense Share**”) of SublicenseRevenue collected by Omeros during the subject quarter, which Sublicense Share shall be either(a) [†] percent ([†]%) for any sublicense for Licensed Products encompassed by valid andsubsisting claim(s) of patent(s) included in the Initial MASP-2 Patents or (b) [†] percent([†]%) for any sublicense for Licensed Products encompassed by valid and subsisting claim(s)of patent(s) included in the Other MASP-2 Patents. For † DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED PURSUANT TO A REQUEST FORCONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE COMMISSION
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  purposes of clarity, if a sublicense is for a Licensed Product encompassed by valid and subsisting claims of patents included inboth the Initial MASP-2 Patents and the Other MASP-2 Patents, than the Sublicense Share shallbe computed only on the basis of the Other MASP-2 Patents. 3.3 Omeros shall pay Helion Royalty payments and Sublicense Share payments on a quarterly basisfor Net Sales and Sublicense Revenue, respectively, collected during each respective quarter.Royalty and Sublicense Share payments for each quarter shall be made within [†] of the end ofthe quarter. If Omeros is required to use any estimated figures to meet this payment timeframe, Omeros shall note such figures as estimated in an accompanying report and shall adjustthe Royalty and Sublicense Share paid the next quarter when actual figures are available forthe prior quarter. Net Sales, Royalty payments, Sublicense Revenue and Sublicense Sharepayments shall be computed based on a conversion from any other denomination to U.S. Dollarsfor any revenues received or costs and expenses incurred by Omeros during the relevantquarter, as provided herein, using the exchange rate published in The Wall Street Journal,West Coast edition, on the last business day of the applicable calendar quarter. Eachquarterly Royalty and/or Sublicense Share payment shall be accompanied by (a) a reportspecifying the source and amount of the Royalty and/or Sublicense Share payment itemized on aproduct-by-product basis and country-by-country basis, and (b) the total of all discounts,returns, credits and commissions deducted from gross amounts to determine Net Sales and/orSublicense Revenue. 3.4 Helion reserves the right to employ a certified public accountant to review and reconcile thedirectly relevant accounting records and procedures of Omeros as they relate to thedetermination of Royalties or Sublicense Share fees during reasonable business hours and nomore than [†], and Omeros agrees to make available at Omeros’ place of business all suchdirectly relevant accounting records for that purpose within [†] of written request by Helion.The cost of such review shall be borne by Helion, unless it is found that Omeros under-paid aquarterly royalty or sublicense revenue fees for any quarter by an amount of [†]% ([†]percent) or greater, in which case the cost of such review shall be borne by Omeros. 3.5 In the event any Royalty or Sublicense Share payments due are not timely paid by Omeros,Omeros shall pay to Helion interest charges on such late payments at a rate per annum that is[†] percent ([†]%) above the then current twelve-month LIBOR rate. 3.6 Notwithstanding anything to the contrary herein, Omeros shall have no obligation to pay anyRoyalties or Sublicense Share payments for any Licensed Product based on any patent claim thathas been declared invalid or unenforceable by a court or governmental body of competent jurisdiction or based on any patent claim that is not enforceable in thejurisdiction(s) where such products are manufactured, used, sold, offered for sale, importedor distributed. † DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED PURSUANT TO A REQUEST FORCONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE COMMISSION
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4 **Milestone Payments** 4.1 Omeros shall pay Helion the following one-time milestone payments (each a “**MilestonePayment**”) on invoice upon completion of the associated activity (each a “**Milestone**”) by Omerosor by a sublicensee of Omeros. Omeros shall provide Helion written notice of the completionof each Milestone by Omeros or Omeros’ sublicensee within [†] of such Milestone completion.The amount of each Milestone Payment associated with development or commercial Milestonesshall be determined as follows depending on whether (a) the Licensed Product triggering theMilestone is encompassed only by subsisting and valid claim(s) of the Initial MASP-2 Patentsor(b) the Licensed Product triggering the Milestone is encompassed by subsisting and validclaim(s) of the Other MASP-2 Patents. If a Milestone (the “**Subject Milestone**”) is reachedin a country in which neither the Initial MASP-2 Patents or the Other MASP-2 Patentsencompass the Licensed Product, then the corresponding Milestone Payment (the “**SubjectMilestone Payment**”) is not due, but the Subject Milestone Payment shall thereafter becomedue if the Subject Milestone again is reached or any subsequent Milestone is reached in acountry in which either the Initial MASP-2 Patents and/or the Other MASP-2 Patents encompassthe Licensed Product. † DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED PURSUANT TO A REQUEST FORCONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE COMMISSION
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   **Milestone** **Milestone Payment**Execution of this Agreement. [†] US Dollars ($[†])Filing of first IND for a Licensed Product (a) [†] dollars ($[†]), or(a) If only the Initial MASP-2 Patents  apply, or (b) [†] dollars ($[†])(b) if the Other MASP-2 Patents apply.     Initiation of first Phase 2 study for a (a) [†] dollars ($[†]), orLicensed Product    (b) [†] dollars ($[†])(a) If only the Initial MASP-2 Patentsapply, or  (b) if the Other MASP-2 Patents apply.     Initiation of first Phase 3 study for a (a) [†] dollars ($[†]), orLicensed Product    (b) [†] dollars ($[†])(a) If only the Initial MASP-2 Patentsapply, or  (b) if the Other MASP-2 Patents apply.     First marketing approval (a) [†] dollars ($[†]), or(a) If only the Initial MASP-2 Patents apply, or (b) [†] dollars ($[†])(b) if the Other MASP-2 Patents apply.     Second marketing approval for a substantially (a) [†] dollars ($[†]), ordifferent indication    (b) [†] dollars ($[†])(a) If only the Initial MASP-2 Patentsapply, or  (b) if the Other MASP-2 Patents apply.     Net Sales reach [†] dollars (US$[†]) within [†] [†] dollars ($[†])of launch of commercial sales of the LicensedProduct   † DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED PURSUANT TO A REQUEST FORCONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE COMMISSION
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5 **Payment Procedures** 5.1 All payments due from Omeros to Helion under this Agreement shall be made by wire transfer toan account specified by Helion. 5.2 All payments due from Omeros to Helion under this Agreement shall be made in U.S. Dollars,and all dollar ($) amounts referenced in this Agreement shall be understood to refer to U.S.Dollars. 6 **Reporting and Development Efforts** 6.1 Omeros shall on an annual basis deliver to Helion a written progress report detailing thestatus of Omeros’ efforts to fund, patent, develop and commercialize one or more LicensedProducts. Helion shall notify Omeros if Helion is dissatisfied with the frequency or detail inprogress reports from Omeros. 6.2 Omeros shall promptly provide Helion with a copy of all sublicenses granted by Omeros in theLicensed IP for the commercialization of Licensed Products. 6.3 Omeros shall use reasonable efforts, based on reasonable commercial prudence, to develop andintroduce to the market one or more Licensed Products. The reasonable performance of researchand/or development activities, funding efforts, patenting efforts, partnering, sale orlicensing efforts, or regulatory approval efforts related to one or more Licensed Products,internally at Omeros or a successor-in-interest thereto and/or under contract with a thirdparty, shall be deemed to be reasonable efforts under this Section. Temporary delays in theperformance of such activities shall not be considered a lack of reasonable efforts so long asOmeros or a successor-in-interest thereto has not affirmatively announced a decision toabandon all such activities. **7** **Patent Prosecution; [†]; Prior Patent Expenses** 7.1 Omeros shall assume responsibility for further prosecution and maintenance of patents andpatent applications within the Licensed IP, at Omeros’ sole expense, in consultation withHelion. 7.2 Helion shall assist Omeros in the prosecution and maintenance of patents and patentapplications within the Licensed IP without additional compensation but at no cost to Helion,including without limitation [†] of patents and patent applications included within theInitial MASP-2 Patents to [†]. 7.3 [†]. 7.4 If, [†], Helion requests for use outside of the Licensed Field a sublicense(s) from Omerosunder either or both of the exclusive license(s) held by Omeros from the U.K. Medical ResearchCouncil and/or the University of Leicester related to such corrected patent(s) or patentapplication(s), Omeros shall grant to Helion such sublicense(s) on an exclusive basis for useoutside of the Licensed Field, each such sublicense to be on terms † DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED PURSUANT TO A REQUEST FORCONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE COMMISSION
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  commensurate with the license under this Agreement granted to Omeros by Helion to theInitial MASP-2 Patents. 7.5 Omeros agrees to reimburse Helion for (a) its reasonable out of pocket legal costs forresponding to office actions incurred during the period of August 2009 through December, 2009in US Patent Application [†] and EP Patent Application [†], not to exceed US $[†] in total and(b) its reasonable out of pocket legal costs for prosecuting and maintaining other patents andpatent applications within the Licensed IP during the period between January 1, 2010 and theEffective Date of this Agreement, not to exceed $[†] in total except as authorized in advanceby Omeros; provided, however, that Helion has consulted with Omeros on prosecution andmaintenance actions taken during this time period and Omeros shall not be responsible for thecosts of any actions taken during any period of time in which Helion unreasonably delayedcompletion and execution of this Agreement. All costs for reimbursement shall be accompaniedby copies of the law firm invoices for such costs. 7.6 Each party shall continue to own its respective Intellectual Property Rights and licenses tothird party Intellectual Property Rights existing prior to or obtained independently of thisAgreement. 8 **Enforcement of Licensed IP** 8.1 Omeros shall have the sole right at its discretion to enforce the Licensed IP against thirdparty infringers, including the initiation of any civil action in Omeros’ name, at Omeros’sole expense, and any resulting Net Enforcement Proceeds shall belong solely to Omeros withoutduty to account to Helion, except for inclusion of the Net Enforcement Proceeds in the NetSales. Helion shall assist Omeros in prosecution, maintenance and enforcement of patents andpatent applications within the Licensed IP without additional compensation but at no cost toHelion. In the event that it is necessary for Omeros to join Helion as a party to any suchcivil action, Helion shall join such action for no additional compensation but at no cost toHelion, and any resulting Net Enforcement Proceeds shall belong solely to Omeros without dutyto account to Helion, except for inclusion of the Net Enforcement Proceeds in the Net Sales. 8.2 If Omeros unreasonably declines to initiate enforcement of any patent within the Licensed IPagainst any third party infringer within [†] of a written demand from Helion to do so, thenHelion shall have the sole right at its discretion to enforce such infringed patent againstsuch third party infringer, including the initiation of any civil action in Helion’s name, atHelion’s sole cost, in which event any award, judgment, settlement or damages collected shallbelong solely to Helion without duty to account to Omeros. 8.3 Omeros’ obligation to pay Helion Royalty and Sublicense Share payments shall be suspended andaccrued during any period of time that a third party infringer of the Licensed IP is using,manufacturing, marketing, distributing, selling or offering for sale Licensed Product,provided that Omeros acts with commercially reasonable diligence to enforce the Licensed IPagainst such third party infringer, and Omeros shall be entitled to † DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED PURSUANT TO A REQUEST FORCONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE COMMISSION
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  deduct any amount of its enforcement costs that are in excess of any awards, judgments,settlements or damages collected by Omeros from such enforcement against such accruedRoyalty and Sublicense Share payments and any future Royalty and Sublicense Share paymentsowed. 8.4 If Helion learns of the infringement of any patent or other Intellectual Property Rightincluded in the Licensed IP, Helion shall promptly notify Omeros of such infringement and willprovide Omeros with all evidence of infringement in Helion’s possession. Both parties shalluse their best efforts in cooperation with each other to terminate third party infringementwithout litigation. 9 **Representations, Warranties and Other Obligations of Omeros** 9.1 Omeros represents and warrants that it has the requisite corporate power and authority andthe legal right to enter into this Agreement and to perform its obligations hereunder. 10 **Representations, Warranties and Other Obligations of Helion** 10.1 Helion represents and warrants that it has the requisite corporate power and authority andthe legal right to enter into this Agreement and to perform its obligations hereunder. 10.2 Helion represents and warrants, subject only to any ownership rights that may be claimed bythe U.K. Medical Research Council and/or the University of Leicester in the Initial MASP-2Patents by virtue of any inventorship by any employee(s) of such institutions, that Helionholds all rights and free and clear title to the Licensed IP. 10.3 Helion undertakes, represents and warrants that it shall cause Prof. Jens Chr. Jensenius andProf. Steffen Thiel to each execute this Agreement to confirm their agreement to be bound tothe same extent as Helion with respect to all relevant provisions of this Agreement. 10.4 Helion represents and warrants that it conveys the license to the Licensed IP and all otherrights conveyed to Omeros under this Agreement free of any and all liens, encumbrances,licenses or claims, and free of any and all royalty, milestone, fee or other obligations owedto any third party(ies), including, without limitation, Aarhus University, Prof. Jens Chr.Jensenius, Prof. Steffen Thiel, Helion Holding ApS, NatImmuneA/S and antibody screening ordevelopment companies. 10.5 Helion warrants that it is not aware of any third party rights that would be infringed as aresult of Omeros’ development of Licensed Products in accordance with the terms of thisAgreement. 10.6 Helion represents and warrants that Helion conveys a clear and unencumbered license to theHelion Antibodies for all purposes without any restrictions or obligations owed to any thirdparty individuals and entities that originally generated the Helion Antibodies (“HelionAntibody Creators”), and Helion will disclose to Omeros the exact process andmaterials used to generate the Helion Antibodies and any known third party rights that † DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED PURSUANT TO A REQUEST FORCONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE COMMISSION
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  are relevant to the Helion Antibodies or the process or materials used to generate the HelionAntibodies; provided, however, that Helion makes no representation or warranty that theHelion Antibodies do not infringe any rights unknown to Helion of any third parties, otherthan the Helion Antibody Creators, for the generation of antibodies. 10.7 Helion represents, warrants and undertakes that, unless otherwise agreed in writing byOmeros, it shall neither perform nor sponsor any further research, development or commercialactivity related to MASP-2 within the Licensed Field during the term of this Agreement. 10.8 THE WARRANTIES SET FORTH EXPRESSLY IN THIS AGREEMENT ARE THE SOLE WARRANTIES MADE BY EITHER PARTY TO THE OTHER AND THERE ARE NO OTHER WARRANTIES,REPRESENTATIONS OR GUARANTEES OF ANY KIND WHATSOEVER, EITHER EXPRESS OR IMPLIED, REGARDING THE LICENSED PRODUCTS, THE LICENSED RESEARCH PRODUCTS ,OR OTHER PRODUCTS, INCLUDING WITHOUT LIMITATION ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. 11 **Confidentiality** 11.1 Helion and Omeros hereby affirm and incorporate by reference the terms of the MutualNondisclosure Agreement between the parties dated May 16, 2008 concerning the subject matterof this Agreement, a copy of which is attached hereto as Exhibit C, except to theextent that the terms of such nondisclosure agreement may conflict with the terms of thisAgreement, in which case the terms of this Agreement shall prevail. The parties further agreethat the mutual obligations of nondisclosure and non-use set forth in such MutualNondisclosure Agreement shall subsist for a period of five (5) years after the termination ofthis Agreement. 11.2 The terms of this Agreement shall be maintained in strict confidence by both Helion andOmeros, and may not be disclosed by either party without the consent of the other party,except as may be required under a court order or decree or as required to comply with anygovernmental law, rule or regulation, and Omeros may disclose the terms of this Agreement toOmeros’ current and potential employees, directors, consultants, shareholders, investors andcorporate partners. Helion acknowledges that Omeros is legally required and shall be permittedwithout further consent to file a summary of the terms of this Agreement and a copy of thisAgreement with the U.S. Securities and Exchange Commission, provided, however, that Omeroswill in good faith seek to secure confidential treatment for information that it views to becompetitively sensitive, and that Omeros shall be permitted to issue a press releaseconcerning the entry into and overall terms of this Agreement, the disclosure of which shallbe no broader than that disclosed to the U.S. Securities and Exchange Commission. 12 **Release of any Pre-existing Claims** 12.1 Omeros and Helion each releases the other party and their respective licensors and licenseesfrom any and all claims arising prior to the Effective Date of this Agreement. † DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED PURSUANT TO A REQUEST FORCONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE COMMISSION
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13 **Indemnification and Limitation of Liability** 13.1 Each party (the “**Indemnifying Party**”) shall indemnify, hold harmless and defend the otherparty and its employees, officers, directors, consultants and agents (the “**Indemnified Party**”)against any and all claims, suits, losses, liabilities, damages, costs, fees, and expenses(“**Claims**”) resulting from or arising directly out of the Indemnifying Party’s breach of anyrepresentation, warranty or obligation under this Agreement, or the Indemnifying Party’sexercise of the rights and obligations under this license or any sublicense, except that suchobligation to indemnify, hold harmless and defend shall not extend to any Claims to the extentsuch Claims result from or arise directly from the negligence or misconduct of the IndemnifiedParty. This indemnification does not include any indemnity in relation to product performanceor product liability. 13.2 Without limitation of each party’s indemnification obligations under the precedingSubsection, neither party shall be liable under this Agreement to another party for anyincidental, consequential or special damages. 14 **Term and Termination** 14.1 Unless terminated earlier as set forth in Subsection 14.2 herein below, this Agreement shallsubsist so long as there is any valid and subsisting claim included within any patent, utilitymodel or inventor’s certificate within the Licensed IP or pending patent application withinthe Licensed IP. 14.2 Either party may terminate this Agreement at any time in the event that the other partybreaches any material obligation of this Agreement by first submitting written notice ofbreach to the breaching party, which breach is not substantially cured within ninety (90) daysof the receipt of such notice, followed by written notice of termination then being sent tothe breaching party. 14.3 The provisions of Sections and Subsections 1, 3 (only with respect to payments coming dueprior to termination), 4 (only with respect to payments coming due prior to termination),9-13, 14.3, 15 and 16 shall survive expiration or termination of this Agreement for the periodset forth therein or, if no period is set forth therein, then indefinitely. 15 **Use of Names** 15.1 Nothing contained in this Agreement confers any right to either party to use in advertising,publicity, or other promotional activities any name, trade name, trademark, or otherdesignation of the other party hereto, and neither party shall make such use without the priorwritten consent of the other party, provided however Omeros may through written, oral orelectronic communication disclose the existence of this Agreement and the name of Helion to Omeros’ currentand potential employees, directors, consultants, shareholders, investors and corporate partners, as required to † DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED PURSUANT TO A REQUEST FORCONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE COMMISSION
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  comply with any governmental law, rule or regulation, and in a press release to be issued by Omeros regarding thisAgreement. Omeros shall provide Helion with an advance draft of its press release referring to this Agreementfor review and comment by Helion. 16 **Miscellaneous** 16.1 This Agreement including all appendices and exhibits attached thereto or incorporated byreference therein constitutes the entire understanding of the parties hereto regarding thesubject matter of this Agreement, and no other representation, agreement, promise orundertaking altering, modifying, taking from or adding to the terms of this Agreement shallhave any effect unless the same is reduced to writing and duly executed by the parties hereto.In the event of any conflict between the main body of this Agreement and any attachmentsthereto or documents incorporated by reference therein, the provisions of the main body ofthis Agreement shall control. 16.2 Either party’s failure to enforce any provision of this Agreement will not be considered awaiver of future enforcement of that or any other provision. 16.3 The laws of the state of Delaware, United States, without regard to its conflict-of-lawsprovisions, shall govern this Agreement, its interpretation and its enforcement, and anydisputes arising out of or related to this Agreement. 16.4 Any civil action prosecuted or instituted by either party with respect to any matters arisingout of or related to this Agreement shall be brought in the United States District Courtslocated in the state of Delaware, United States, and each party hereby consents to the soleand exclusive jurisdiction and venue of such courts for such purposes. 16.5 In the event that it is necessary for either party of this Agreement to take legal action toenforce any of the terms, conditions or rights contained herein, or to defend any such action,then the prevailing party in such action shall be entitled to recover from the other party allreasonable attorneys fees, costs and expenses related to such legal action. 16.6 In the event that any portion of this Agreement is held invalid or unenforceable by a courtof law, that provision will be construed and reformed to permit enforcement of the provisionto the maximum extent permissible consistent with the parties’ original intent, and if suchconstruction is not possible, such provision shall be struck from this Agreement, and theremainder of the Agreement shall remain in full force and effect as if such provision hadnever been part of this Agreement. 16.7 For the purposes of this Agreement, the parties hereto are independent contractors, andnothing in this Agreement shall be construed to place them in the relationship of partners,principal and agent, employer/employee or joint venturers. Except as provided expresslyherein, each party agrees that it shall have no authority to bind or obligate the other party,nor shall any party hold itself out as having such authority. 16.8 Neither party will be liable for failure or delay in performing any obligation under thisAgreement, or will be considered in breach of this Agreement, if such failure or delay is † DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED PURSUANT TO A REQUEST FORCONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE COMMISSION
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  due to a natural disaster or any cause reasonably beyond such party’s control, provided that suchparty resumes performance as soon as possible following the end of the event that caused suchdelay or failure of performance. 16.9 Neither party may assign this Agreement, or any obligation or right under this Agreement, inwhole or in part, without the other party’s prior written consent, which consent will not beunreasonably withheld. This Section shall not be construed in any way to limit Omeros’ rightsto grant, at Omeros’ sole discretion, sublicenses hereunder. Helion consents to Omeros’assignment of this Agreement in whole or in part in connection with the merger, consolidationor transfer of all or substantially all of that portion of Omeros’ assets to which thisAgreement relates. Subject to these restrictions, this Agreement will be binding upon andwill inure to the benefit of the parties’ permitted successors and assignees. 16.10 Any notice required or permitted to be given hereunder by either party shall be in writingand shall be (a) delivered personally, (b) sent by registered mail, return receipt requested,postage prepaid, (c) sent by an internationally recognized courier service guaranteeingnext-day delivery, charges prepaid, or (d) delivered by e-mail (with the original promptlysent by an internationally recognized courier service guaranteeing next-day delivery, chargesprepaid) to the e-mail address(es) of the other party set forth below, or at such otheraddresses as may from time to time be furnished by similar notice by either party. Theeffective date of any notice hereunder shall be the date of receipt by the receiving party.       If to Omeros: If to Helion:       Omeros Corporation Helion Biotech ApS  1420 Fifth Avenue, Suite 2600 Egholmvej 10  Seattle, WA  98101 2720 Vanløse  U.S.A. Denmark       Attention:  CEO Attention:  CEO  And copy to: General Counsel         E-mail: [†] E-mail:  [†]  with a copy to [†] with a copy to [†]  Phone:  206. 676.5000 Phone:  +[†]16.11 This Agreement may be executed in one or more counterparts and by facsimile, each of whichwill be considered an original, and all of which will constitute the same instrument. † DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED PURSUANT TO A REQUEST FORCONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE COMMISSION
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     IN WITNESS WHEREOF, Omeros and Helion have each acknowledged and accepted this Agreement bycausing it to have been signed by their respective duly authorized officials.        OMEROS CORPORATION HELION BIOTECH APS         By: /s/ Gregory A. Demopulos By: /s/ Jeppe Vesti Christensen           Name:  Gregory A. Demopulos, M.D.   Name:  Jeppe Vesti Christensen   Title:  Chairman & CEO   Title:  CEO         Date:  April 23, 2010 Date:  April 9, 2010               /s/ Per Fischer      Per Fischer      Chairman April 9, 2010The above Exclusive License Agreement is acknowledged by the undersigned inventors, who agree toabide by and comply with the terms for Helion set forth therein to the same extent as Helion.        JENS CHR. JENSENIUS STEFFEN THIEL       Signed: /s/ Jens Chr. Jensenius Signed: /s/ Steffen Thiel              Date: 12/4 — 2010 Date: 12/4 — 2010 † DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED PURSUANT TO A REQUEST FORCONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE COMMISSION
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**EXHIBIT A****To the Exclusive License Agreement****Between Omeros Corporation and Helion Biotech****INITIAL MASP-2 PATENTS**     The “**Initial MASP-2 Patents”**shall include the US Patents and Patent Applications listed belowon this Exhibit A as well as all patents issuing therefrom, all reissued patents and patentapplications, reexamined patents and patent applications, divisional patents and patentapplications, continuation patents and patent applications based thereon or claiming prioritytherefrom, and all other patents and patent applications worldwide claiming priority from orcorresponding to US Patent Applications [†] filed [†] or [†] filed [†] or PCT InternationalApplication [†] (to the extent claiming subject matter originally disclosed in US PatentApplications [†] or [†]).       Helion Reference: [†]  Description: [†]  Patent Application no.: [†]  Filed: [†]  Priority: [†]  Issued Patent: [†]       Helion Reference: [†]  Description: [†]  Patent Application no.: [†]  Filed: [†]  Priority: [†]  Issued Patent: [†]       Helion Reference: [†]  Description: [†]  Patent Application no.: [†]  Filed: [†]  Priority: [†]  Issued Patent: [†]       Helion Reference: [†]  Description: [†]  Patent Application no.: [†]  Filed: [†]  Priority: [†]  Issued Patent: [†] † DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED PURSUANT TO A REQUEST FORCONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE COMMISSION
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       Helion Reference: [†]  Description: [†]  Patent Application nos.: [†]  Filed: [†]  Priority: [†] † DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED PURSUANT TO A REQUEST FORCONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE COMMISSION
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**EXHIBIT B****To the Exclusive License Agreement****Between Omeros Corporation and Helion Biotech****OTHER MASP-2 PATENTS**     The “**Other MASP-2 Patents**” shall include all other patents and patent applications that arenot included in the Initial MASP-2 Patents in which Helion holds rights related to MASP-2 or otherinhibitors or methods of inhibiting lectin-mediated activation of the complement system including,without limitation, the patents and patent applications listed below in this Exhibit B as well asall patents issuing therefrom, all reissued patents and patent applications, reexamined patents andpatent applications, divisional patents and patent applications, continuation patents and patentapplications based thereon or claiming priority therefrom, and all other patents and patentapplications worldwide claiming priority from or corresponding to [†] (to the extent not claimingsubject matter originally disclosed in US Patent Applications [†] or [†]) or [†].       Helion Reference: [†]  Description: [†]  Patent Application nos.: [†]  Filed: [†]  Priority: [†]       Helion Reference: [†]  Description: [†]  Patent Application no.: [†]  Filed: [†]  Priority: [†] † DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED PURSUANT TO A REQUEST FORCONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE COMMISSION
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**EXHIBIT C****To the Exclusive License Agreement****Between Omeros Corporation and Helion Biotech****MUTUAL CONFIDENTIALITY AGREEMENT** † DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED PURSUANT TO A REQUEST FORCONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE COMMISSION
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**OMEROS CORPORATION****MUTUAL CONFIDENTIALITY AGREEMENT**     This Confidentiality Agreement (this “Agreement”) is entered into as of May 16, 2008 by andbetween OMEROS CORPORATION (“Omeros”) and HELION BIOTECH (“Helion”).In the course of business negotiations and transactions between the parties hereto and subject tothe procedures set forth in Section 1 below, either or both parties and agents thereof (includingwithout limitation, attorneys and consultants representing the parties) may disclose certainconfidential and proprietary information for the sole purpose of evaluating a potential businessrelationship and/or performing in accordance with any separate agreement that may be reachedbetween the parties that does not supersede this Agreement (“Purpose”). The parties want to providefor the protection of any such confidential and proprietary information disclosed by one party (the“disclosing party”) to which the other party receiving the information (the “recipient”) has accessin accordance with Section 1 below. In consideration of the above premises, the parties agree:1. **Procedure for Disclosure.**Before disclosing any Confidential Information, (a)the disclosing party shall provide recipient with a non-confidential summary of theproposed Confidential Information, thus enabling the recipient to decide whether therecipient wants to receive such Confidential Information; and (b)the recipient shall confirm in writing whether they accept receipt of such ConfidentialInformation. Unless recipient confirms acceptance of receipt of such ConfidentialInformation, notwithstanding anything contrary in this Agreement, the disclosed informationshall be deemed non-confidential and shall not be protected as Confidential Informationhereunder. Each party hereby agrees in advance to accept in confidence from the other partyConfidential Information regarding license or acquisition agreements related to MASP-2 intowhich each party has entered with third parties prior to the execution of this Agreement(“MASP-2 Historical Information”) and discussions, proposals, term sheets and draftagreements concerning a potential separate agreement between the parties related to thelicensing or acquisition of rights related to MASP-2 (“Proposals”). All ConfidentialInformation shall be disclosed in written form, which may be in hard copy or electronicformat, and marked “Confidential”, or if disclosed orally shall be summarized in writtenform, marked “Confidential” and provided to the recipient within thirty (30) days of oraldisclosure. 2. **Covenant Not to Disclose to Third Party**. For a period of five years from the date of lastdisclosure hereunder, the recipient of any Confidential Information will not at any timedisclose or otherwise make known or available to any person, firm, corporation or otherentity, or use for its own account or for any purpose other than the Purpose or as otherwiseset forth herein, any Confidential † DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED PURSUANT TO A REQUEST FORCONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE COMMISSION
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  Information disclosed by the other party prior to or during the term of this Agreement,without the express prior written consent of the disclosing party. Helion hereby consentsto Omeros’ sharing of Helion’s Confidential Information to the extent that Helion’sConfidential Information relates to MASP-2 Historical Information and relative rightsattendant thereto or Proposals, on a need to know basis, to the UK Medical Research Counciland the University of Leicester under obligations of confidentiality consistent with thisAgreement. The recipient shall utilize reasonable procedures to safeguard ConfidentialInformation from unauthorized use, reproduction and disclosure and under secure conditions,including releasing Confidential Information only to employees, consultants, licensors orprofessional advisors who have agreed to abide by the recipient’s obligations hereunder ona “need-to-know” basis. 3. **Confidential Information.** 3.1 For information disclosed by Omeros in accordance with Section 1, “Confidential Information”means any and all information provided by Omeros related to MASP-2 Historical Information orProposals or relating to the following technology that was licensed, acquired, developed orare owned and/or held by Omeros: methods, antibodies and other agents and compositions for theinhibition of the complement immune system, including without limitation information developedby Omeros and/or obtained from the University of Leicester, the UK Medical Research Counciland/or Fukushima Medical University regarding MASP-2 or MAp19 as well as methods forinhibiting the same; and includes, without limitation, research and development information,know-how, legal analysis, inventions, trade secrets, technical data, knock-out and knock-inmouse strains, gene expression profiles, behavioral and physiological assays, phenotypes, celllines, cellular, biochemical and chemical assays, chemical structures, formulae, treatmentmethods, clinical trial design criteria, protocols, case report forms (blank or includingpatient data), investigators’ brochures, drawings, designs, models, samples, processes,chemistry, manufacturing and controls information, regulatory information, and any type ofproduct development, business or marketing plans or strategies or financial information.   For information disclosed by Helion in accordance with Section 1, “ConfidentialInformation” means any and all information provided by Helion related toMASP-2 Historical Information or Proposals or relating to the following technology that wasacquired, licensed, developed or is owned and/or held by Helion: methods, antibodies andother agents and compositions for the inhibition of MASP-2 or for the treatment of MASP-2deficiency disorders; and includes without limitation, research and developmentinformation, know-how, legal analysis, inventions, trade secrets, technical data, knock-outand knock-in mouse strains, gene expression profiles, behavioral and physiological assays,phenotypes, cell lines, cellular, biochemical and chemical assays, chemical structures,formulae, treatment methods, clinical trial design criteria, protocols, case reportforms (blank or including patient data), investigators’ brochures, † DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED PURSUANT TO A REQUEST FORCONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE COMMISSION
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  drawings, designs, models, samples, processes, chemistry, manufacturing and controls information, regulatoryinformation, and any type of product development, business or marketing plans or strategiesor financial information. 3.2 Confidential Information does not include information that the recipient can establish: 3.2.1 is or becomes generally available to the public other than as a result of a disclosure bythe recipient; 3.2.2 was in the possession of the recipient prior to its being furnished to the recipient underthis Agreement, provided that the source of such information was not known to the recipient tobe bound by a confidentiality agreement with, or other contractual, legal, or fiduciaryobligation of confidentiality to the disclosing party or any other party with respect to suchinformation and that such prior possession can reasonably be proven by the recipient bywritten records; 3.2.3 becomes available to the recipient on a non-confidential basis from a source other than thedisclosing party, provided that such source is not bound by a confidentiality agreement with,or other contractual, legal, or fiduciary obligation of confidentiality to the disclosingparty or any other party with respect to such information; 3.2.4 becomes available to the recipient through discovery procedures in any civil action orarbitration between the parties; or 3.2.5 was independently developed by the recipient without reference to the ConfidentialInformation, provided that such independent development can reasonably be proven by therecipient by written records. 3.3 If the recipient is required by order of a court of law, administrative agency, or othergovernmental body to disclose any of the Confidential Information to any third party, therecipient will promptly provide the disclosing party with reasonable advance written notice ifat all possible to enable the disclosing party the opportunity to seek a protective order orto otherwise prevent or limit such legally required disclosure, will use reasonable efforts tocooperate with the disclosing party to obtain such protection, and will disclose only thelegally required portion of the Confidential Information. Any such legally required disclosurewill not relieve recipient from its obligations under this Agreement to otherwise limit thedisclosure and use of such information as Confidential Information. 4. **Limitations on Use**. In further recognition of the value of Confidential Information, therecipient acknowledges that it shall not engage in the reproduction of ConfidentialInformation through the techniques of “reverse engineering”. The recipient shall not make anyuse, either directly or indirectly, of any Confidential Information to which the recipient hasbeen, is or will be exposed, except in the ordinary course of business pursuant to this Agreement for † DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED PURSUANT TO A REQUEST FORCONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE COMMISSION
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  the Purpose or as may be expressly authorized herein below or in a separate specific writtenagreement between the parties. Nothing in this Agreement shall be construed as givingrecipient any license or other right under any intellectual property lawfully owned or heldby the disclosing party or as an admission as to the scope of any such rights owned or heldby the disclosing party. Neither party shall disclose the existence and nature of thisAgreement or the fact that it is evaluating the other party’s Confidential Information orthat discussions related to Proposals are occuring pursuant to this Agreement, except thatsuch disclosure to a party’s present employees, consultants, officers, directors,shareholders, bankers and investors, and to present and potential investors, bankers andbusiness partners pursuant to due diligence reviews, is permitted if such persons haveagreed to abide by the recipient’s obligations hereunder, and disclosure of the nature andexistence of this Agreement and that discussions related to Proposals are occurringpursuant to this Agreement by Omeros to the US Securities and Exchange Commission shall bepermitted. Neither party shall use the name of the other party in any publicity oradvertising without that party’s prior written approval. 5. **Return of Confidential Information**. When requested by the disclosing party or at thetermination of the relationship giving rise to this Agreement, whichever first occurs, therecipient immediately shall deliver all Confidential Information and all copies thereof in itspossession or in the possession of its employees, provided that the recipient’s legal counselmay retain one archival copy of the Confidential Information. 6. **Permitted Use of Information.**Notwithstanding any restrictions in Sections 2 or 4, recipientshall be entitled to use the disclosing party’s Confidential Information in any civil actionor arbitration between the parties, provided that (a) the disclosing party shall be entitledto seek a protective order concerning disclosure of any such Confidential Information to thirdparties and the recipient shall cooperate in good faith with any reasonably requestedprotective order, (b) no disclosure to the recipient of any attorney-client or attorney-workproduct privileged information by the disclosing party under this Agreement shall be assertedor contended to be deemed a waiver of such privilege and any such privileged information shallnot be admissible in any civil action or arbitration solely by virtue of having been disclosedunder this Agreement, and (c) the recipient shall not use any Confidential Informationobtained by recipient from the disclosing party solely under this Agreement as the basis forseeking any preliminary injunctive relief. 7. **[†]**.   8**. Specific Performance.**The parties acknowledge that (a) the covenants set forth in thisAgreement are essential elements of the transactions contemplated in this Agreement and that, butfor the agreement to comply with such covenants, the † DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED PURSUANT TO A REQUEST FORCONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE COMMISSION
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  parties would not have entered into such transactions, and that the parties have consulted with, or havehad the opportunity to consult with, counsel and have been advised in all respectsconcerning the reasonableness of such covenants as to scope and limit of time; (b) thedisclosing party will not have any adequate remedy at law if the recipient violates thisAgreement or fails to perform any of its other obligations hereunder; and (c) thedisclosing party shall have the right, in addition to any other rights it may have, toobtain in any court of competent jurisdiction temporary, preliminary and permanentinjunctive relief to restrain any breach, threatened breach, or otherwise to specificallyenforce any of such covenants or any other obligations of the recipient if the recipientfails to perform any of its obligations under this Agreement. 9. **Term**. This Agreement and the obligations of nondisclosure and nonuse set forth herein shallterminate five (5) years after the date of the last disclosure of Confidential Informationunder this Agreement, except that termination of the obligation of nonuse under this Agreementshall not permit use of the Confidential Information that would be in infringement of patentrights. Prior to termination of this Agreement, either party may deliver written notice to theother party that it no longer wishes to receive Confidential Information under this Agreement,after receipt of which any information subsequently sent in writing or orally disclosed byeither party shall be deemed non-confidential. 10. **Miscellaneous**. This Agreement shall be binding upon and inure to the benefit of the parties’successors and assigns. The waiver of any breach of any provision of this Agreement or failureto enforce any provision hereof shall not operate or be construed as a waiver of anysubsequent breach by any party. The invalidity of all or any part of any section of thisAgreement shall not render invalid the remainder of this Agreement or the remainder of suchsection. If any provision of this Agreement is so broad as to be unenforceable, such provisionshall be interpreted to be only so broad as is enforceable. In any litigation or arbitrationarising out of or related to this Agreement, the substantially prevailing party will beentitled to recover all reasonable costs and attorneys’ fees, including costs and fees onappeal. The provisions of this Agreement shall not be construed as limiting any rights orremedies that either party may otherwise have under the applicable law. 11. **Governing Law**. This Agreement shall be governed by and construed in accordance with the lawsof the State of Delaware, USA, without giving effect to any conflict of laws principles thatwould result in the application of the laws of another jurisdiction. The parties agree thatthe sole and exclusive jurisdiction for any disputes arising under or related to thisAgreement shall be in the federal courts of the United States.**IN WITNESS WHEREOF**, the parties have executed this Agreement as of the date first written above. † DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED PURSUANT TO A REQUEST FORCONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE COMMISSION
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      OMEROS CORPORATION