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Exhibit 10.5    
    



	 	 	Option No.	 	 
	 	 	 	 	





BG MEDICINE, INC.

Stock Option Grant Notice
  Stock Option Grant under the Company's

2007 Employee, Director and Consultant Equity Incentive Plan 



	1.	 	Name and Address of Participant:	 	

	

    	
 	

 	
 	


	

    	
 	

 	
 	


	

2.	
 	

Date of Option Grant:	
 	


	

3.	
 	

Type of Grant:	
 	


	

4.	
 	

Maximum Number of Shares for which this Option is exercisable:	
 	


	

5.	
 	

Exercise (purchase) price per share:	
 	


	

6.	
 	

Option Expiration Date:	
 	


	

7.	
 	

Vesting Start Date:	
 	


	

8.	
 	

Vesting Schedule: This Option shall become exercisable (and the Shares issued upon exercise shall be vested) as follows:




[Insert Vesting Schedule]  


        The
Company and the Participant acknowledge receipt of this Stock Option Grant Notice and agree to the terms of the Stock Option Agreement attached hereto and incorporated by reference
herein, the Company's 2007 Employee, Director and Consultant Equity Incentive Plan and the terms of this Option Grant as set forth above. 



	

 	
 	
BG MEDICINE, INC.
	

 	
 	

By:	
 	

 
	 	 	 	 	

	

 	
 	

    Name:	
 	

 
	 	 	 	 	

	

 	
 	

    Title:	
 	

 
	 	 	 	 	

	

 	
 	


	 	 	Participant











 
 

BG MEDICINE, INC.    
    STOCK OPTION AGREEMENT- INCORPORATED TERMS AND CONDITIONS    
    



        AGREEMENT made as of the date of grant set forth in the Stock Option Grant Notice between BG Medicine, Inc. (the "Company"), a Delaware corporation, and
                        (the "Participant"). 


        WHEREAS,
the Company desires to grant to the Participant an Option to purchase shares of its common stock, $0.001 par value per share (the "Shares"), under and for the purposes set forth
in the Company's 2007 Employee, Director and Consultant Equity Incentive Plan (the "Plan"); 



        WHEREAS,
the Company and the Participant understand and agree that any terms used and not defined herein have the same meanings as in the Plan; and 


        WHEREAS,
the Company and the Participant each intend that the Option granted herein shall be of the type set forth in the Stock Option Grant Notice. 


        NOW,
THEREFORE, in consideration of the mutual covenants hereinafter set forth and for other good and valuable consideration, the parties hereto agree as follows: 



1.     GRANT OF OPTION.  




        The
Company hereby grants to the Participant the right and option to purchase all or any part of an aggregate of the number of shares set forth in the Stock Option Grant Notice, on the
terms and conditions and subject to all the limitations set forth herein, under United States securities and tax laws, and in the Plan, which is incorporated herein by reference. The Participant
acknowledges receipt of a copy of the Plan. 



2.     EXERCISE PRICE.  




        The
exercise price of the Shares covered by the Option shall be the amount per Share set forth in the Stock Option Grant Notice, subject to adjustment, as provided in the Plan, in the
event of a stock split, reverse stock split or other events affecting the holders of Shares after the date hereof (the "Exercise Price"). Payment shall be made in accordance with Paragraph 9 of
the Plan. 



3.     EXERCISABILITY OF OPTION.  




        Subject
to the terms and conditions set forth in this Agreement and the Plan, the Option granted hereby shall become exercisable as set forth in the Stock Option Grant Notice which
rights are cumulative and are subject to the other terms and conditions of this Agreement and the Plan. 



4.     TERM OF OPTION.  




        This
Option shall terminate ten years from the date of this Agreement or, if this Option is designated in the Stock Option Grant Notice as an ISO and the Participant owns as of the date
hereof more than 10% of the total combined voting power of all classes of capital stock of the Company or an Affiliate, five years from the date of this Agreement, but shall be subject to earlier
termination as provided herein or in the Plan. 


        If
the Participant ceases to be an employee, director or consultant of the Company or of an Affiliate for any reason other than the death or Disability of the Participant, or termination
of the Participant for Cause, the Option may be exercised, if it has not previously terminated, within three months after the date the Participant ceases to provide service to the Company or an
Affiliate, or within the originally prescribed term of the Option, whichever is earlier, but may not be exercised thereafter except as set forth below. In such event, the Option shall be exercisable
only to the extent that the Option has become exercisable and is in effect at the date of such cessation of service. 







 



        If
this Option is designated in the Stock Option Grant Notice as an ISO and the Participant ceases to be an employee of the Company or of an Affiliate but continues after termination of
employment to provide service to the Company or an Affiliate as a consultant, this Option shall continue to vest in accordance with Section 3 above as if this Option had not terminated until
the Participant is no longer providing services to the Company. In such case, this Option shall automatically convert and be deemed a Non-Qualified Option as of the date that is three
months from termination of the Participant's employment and this Option shall continue on the same terms and conditions set forth herein until such Participant is no longer providing service to the
Company or an Affiliate. 


        Notwithstanding
the foregoing, in the event of the Participant's Disability or death within three months after the termination of service, the Participant or the Participant's Survivors
may exercise the Option within one year after the date of the Participant's termination of service, but in no event after the date of expiration of the term of the Option. 



        In
the event the Participant's service is terminated by the Company or an Affiliate for Cause, the Participant's right to exercise any unexercised portion of this Option shall cease
immediately as of the time the Participant is notified his or her service is terminated for Cause, and this Option shall thereupon terminate. Notwithstanding anything herein to the contrary, if
subsequent to the Participant's termination, but prior to the exercise of the Option, the Board of Directors of the Company determines that, either prior or subsequent to the Participant's
termination, the Participant engaged in conduct which would constitute Cause, then the Participant shall immediately cease to have any right to exercise the Option and this Option shall thereupon
terminate. 


        In
the event of the Disability of the Participant, as determined in accordance with the Plan, the Option shall be exercisable within one year after the Participant's termination of
service or, if earlier, within the term originally prescribed by the Option. In such event, the Option shall be exercisable: 



	(a)
	to
the extent that the Option has become exercisable but has not been exercised as of the date of Disability; and



	(b)
	in
the event rights to exercise the Option accrue periodically, to the extent of a pro rata portion through the date of Disability of any additional vesting rights that would have
accrued on the next vesting date had the Participant not become Disabled. The proration shall be based upon the number of days accrued in the current vesting period prior to the date of Disability. 




        In
the event of the death of the Participant while an employee, director or consultant of the Company or of an Affiliate, the Option shall be exercisable by the Participant's Survivors
within one year after the date of death of the Participant or, if earlier, within the originally prescribed term of the Option. In such event, the Option shall be exercisable: 



	(x)
	to
the extent that the Option has become exercisable but has not been exercised as of the date of death; and



	(y)
	in
the event rights to exercise the Option accrue periodically, to the extent of a pro rata portion through the date of death of any additional vesting rights that would have accrued
on the next vesting date had the Participant not died. The proration shall be based upon the number of days accrued in the current vesting period prior to the Participant's date of death. 




5.     METHOD OF EXERCISING OPTION.  




        Subject
to the terms and conditions of this Agreement, the Option may be exercised by written notice to the Company or its designee, in substantially the form of Exhibit A
attached hereto. Such notice shall state the number of Shares with respect to which the Option is being exercised and shall be signed by the person exercising the Option. Payment of the Exercise Price
for such Shares shall be 


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made
in accordance with Paragraph 9 of the Plan. The Company shall deliver such Shares as soon as practicable after the notice shall be received, provided, however, that the Company may delay
issuance of such Shares until completion of any action or obtaining of any consent, which the Company deems necessary under any applicable law (including, without limitation, state securities or "blue
sky" laws). The Shares as to which the Option shall have been so exercised shall be registered in the Company's share register in the name of the person so exercising the Option (or, if the Option
shall be exercised by the Participant and if the Participant shall so request in the notice exercising the Option, shall be registered in the Company's share register in the name of the Participant
and another person jointly, with right of survivorship) and shall be delivered as provided above to or upon the written order of the person exercising the Option. In the event the Option shall be
exercised, pursuant to Section 4 hereof, by any person other than the Participant, such notice shall be accompanied by appropriate proof of the right of such person to exercise the Option. All
Shares that shall be purchased upon the exercise of the Option as provided herein shall be fully paid and nonassessable. 



6.     PARTIAL EXERCISE.  




        Exercise
of this Option to the extent above stated may be made in part at any time and from time to time within the above limits, except that no fractional share shall be issued pursuant
to this Option. 



7.     NON-ASSIGNABILITY.  




        The
Option shall not be transferable by the Participant otherwise than by will or by the laws of descent and distribution. If this Option is a Non-Qualified Option then it
may also be transferred pursuant to a qualified domestic relations order as defined by the Code or Title I of the Employee Retirement Income Security Act or the rules thereunder and the Participant,
with the approval of the Administrator, may transfer the Option for no consideration to or for the benefit of the Participant's Immediate Family (including, without limitation, to a trust for the
benefit of the
Participant's Immediate Family or to a partnership or limited liability company for one or more members of the Participant's Immediate Family), subject to such limits as the Administrator may
establish, and the transferee shall remain subject to all the terms and conditions applicable to the Option prior to such transfer and each such transferee shall so acknowledge in writing as a
condition precedent to the effectiveness of such transfer. The term "Immediate Family" shall mean the Participant's spouse, former spouse, parents, children, stepchildren, adoptive relationships,
sisters, brothers, nieces, nephews and grandchildren (and, for this purpose, shall also include the Participant.). Except as provided above in this paragraph, the Option shall be exercisable, during
the Participant's lifetime, only by the Participant (or, in the event of legal incapacity or incompetency, by the Participant's guardian or representative) and shall not be assigned, pledged or
hypothecated in any way (whether by operation of law or otherwise) and shall not be subject to execution, attachment or similar process. Any attempted transfer, assignment, pledge, hypothecation or
other disposition of the Option or of any rights granted hereunder contrary to the provisions of this Section 7, or the levy of any attachment or similar process upon the Option shall be null
and void. 



8.     NO RIGHTS AS STOCKHOLDER UNTIL EXERCISE.  




        The
Participant shall have no rights as a stockholder with respect to Shares subject to this Agreement until registration of the Shares in the Company's share register in the name of the
Participant. Except as is expressly provided in the Plan with respect to certain changes in the capitalization of the Company, no adjustment shall be made for dividends or similar rights for which the
record date is prior to the date of such registration. 


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9.     ADJUSTMENTS.  




        The
Plan contains provisions covering the treatment of Options in a number of contingencies such as stock splits and mergers. Provisions in the Plan for adjustment with respect to stock
subject to Options and the related provisions with respect to successors to the business of the Company are hereby made applicable hereunder and are incorporated herein by reference. 



10.   TAXES.  




        The
Participant acknowledges that any income or other taxes due from him or her with respect to this Option or the Shares issuable pursuant to this Option shall be the Participant's
responsibility. The Participant acknowledges and agrees that (i) the Participant was free to use professional advisors of his or her choice in connection with this Agreement, has received
advice from his or her professional advisors in connection with this Agreement, understands its meaning and import, and is entering into this Agreement freely and without coercion or duress;
(ii) the Participant has not received and is not relying upon any advice, representations or assurances made by or on behalf of the Company or any Affiliate or any employee of or counsel to the
Company or any Affiliate regarding any tax or other effects or implications of the Option, the Shares or other matters contemplated by this Agreement and (iii) neither the Company its
Affiliates, nor any of its officers or directors, shall be held liable for any applicable costs, taxes, or penalties associated with the Option if, in fact, the Internal Revenue Service were to
determine that the Option constitutes deferred compensation under Section 409A of the Code. 


        If
this Option is designated in the Stock Option Grant Notice as an ISO and there is a Disqualifying Disposition (as defined in Section 15 below) or if the Option is converted
into a Non-Qualified Option and such Non-Qualified Option is exercised, the Participant agrees that the Company may withhold from the Participant's remuneration, if any, the
minimum statutory amount of federal, state and local withholding taxes attributable to such amount that is considered compensation includable in such person's gross income. At the Company's
discretion, the amount required to be withheld may be withheld in cash from such remuneration, or in kind from the Shares otherwise deliverable to the Participant on exercise of the Option. The
Participant further agrees that, if the Company does not withhold an amount from the Participant's remuneration sufficient to satisfy the Company's income tax withholding obligation, the Participant
will reimburse the Company on demand, in cash, for the amount under-withheld. 



11.   PURCHASE FOR INVESTMENT.  




        Unless
the offering and sale of the Shares to be issued upon the particular exercise of the Option shall have been effectively registered under the Securities Act of 1933, as now in
force or hereafter amended (the "1933 Act"), the Company shall be under no obligation to issue the Shares covered by such exercise unless and until the following conditions have been fulfilled: 



	(a)
	The
person(s) who exercise the Option shall warrant to the Company, at the time of such exercise, that such person(s) are acquiring such Shares for their own respective accounts, for
investment, and not with a view to, or for sale in connection with, the distribution of any such Shares, in which event the person(s) acquiring such Shares shall be bound by the provisions of the
following legend which shall be endorsed upon any certificate(s) evidencing the Shares issued pursuant to such exercise: 





"The
shares represented by this certificate have been taken for investment and they may not be sold or otherwise transferred by any person, including a pledgee, unless (1) either (a) a
Registration Statement with respect to such shares shall be effective under the Securities Act of 1933, as amended, or (b) the Company shall have received an opinion of counsel 




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satisfactory
to it that an exemption from registration under such Act is then available, and (2) there shall have been compliance with all applicable state securities laws;" and 



	(b)
	If
the Company so requires, the Company shall have received an opinion of its counsel that the Shares may be issued upon such particular exercise in compliance with the 1933 Act
without registration thereunder. Without limiting the generality of the foregoing, the Company may delay issuance of the Shares until completion of any action or obtaining of any consent, which the
Company deems necessary under any applicable law (including without limitation state securities or "blue sky" laws). 




12.   RESTRICTIONS ON TRANSFER OF SHARES.  




        12.1    The
Participant agrees that in the event the Company proposes to offer for sale to the public any of its equity securities and such Participant is requested by the
Company and any underwriter engaged by the Company in connection with such offering to sign an agreement restricting the sale or other transfer of Shares, then it will promptly sign such agreement and
will not transfer, whether in privately negotiated transactions or to the public in open market transactions or otherwise, any Shares or other securities of the Company held by him or her during such
period as is determined by the Company and the underwriters, not to exceed 180 days following the closing of the offering, plus such additional period of time as may be required to comply with
Marketplace Rule 2711 of the National Association of Securities Dealers, Inc. or similar rules thereto (such period, the "Lock-Up Period"). Such agreement shall be in writing
and in form and substance reasonably satisfactory to the Company
and such underwriter and pursuant to customary and prevailing terms and conditions. Notwithstanding whether the Participant has signed such an agreement, the Company may impose
stop-transfer instructions with respect to the Shares or other securities of the Company subject to the foregoing restrictions until the end of the Lock-Up Period. 


        12.2    The
Participant acknowledges and agrees that neither the Company, its shareholders nor its directors and officers, has any duty or obligation to disclose to the
Participant any material information regarding the business of the Company or affecting the value of the Shares before, at the time of, or following a termination of the employment of the Participant
by the Company, including, without limitation, any information concerning plans for the Company to make a public offering of its securities or to be acquired by or merged with or into another firm or
entity. 



13.   NO OBLIGATION TO MAINTAIN RELATIONSHIP.  




        The
Company is not by the Plan or this Option obligated to continue the Participant as an employee, director or consultant of the Company or an Affiliate. The Participant acknowledges:
(i) that the Plan is discretionary in nature and may be suspended or terminated by the Company at any time; (ii) that the grant of the Option is a one-time benefit which does
not create any contractual or other right to receive future grants of options, or benefits in lieu of options; (iii) that all determinations with respect to any such future grants, including,
but not limited to, the times when options shall be granted, the number of shares subject to each option, the option price, and the time or times when each option shall be exercisable, will be at the
sole discretion of the Company; (iv) that the Participant's participation in the Plan is voluntary; (v) that the value of the Option is an extraordinary item of compensation which is
outside the scope of the Participant's employment or consulting contract, if any; and (vi) that the Option is not part of normal or expected compensation for purposes of calculating any
severance, resignation, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments. 


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14.   IF OPTION IS INTENDED TO BE AN ISO.  




        If
this Option is designated in the Stock Option Grant Notice as an ISO so that the Participant (or the Participant's Survivors) may qualify for the favorable tax treatment provided to
holders of Options that meet the standards of Section 422 of the Code then any provision of this Agreement or the Plan which conflicts with the Code so that this Option would not be deemed an
ISO is null and void and any ambiguities shall be resolved so that the Option qualifies as an ISO. Nonetheless, if the Option is determined not to be an ISO, the Participant understands that neither
the Company nor any Affiliate is responsible to compensate him or her or otherwise make up for the treatment of the Option as a Non-Qualified Option and not as an ISO. The Participant
should consult with the Participant's own tax advisors regarding the tax effects of the Option and the requirements necessary to obtain favorable tax treatment under Section 422 of the Code,
including, but not limited to, holding period requirements. 


        Notwithstanding
the foregoing, to the extent that the Option is designated in the Stock Option Grant Notice as an ISO and is not deemed to be an ISO pursuant to Section 422(d) of
the Code because the aggregate fair market value (determined as of the date hereof) of any of the Shares with respect to which this ISO is granted becomes exercisable for the first time during any
calendar year in excess of $100,000, the portion of the Option representing such excess value shall be treated as a Non-Qualified Option and the Participant shall be deemed to have taxable
income measured by the difference between the then fair market value of the Shares received upon exercise and the price paid for such Shares pursuant to this Agreement. 



15.   NOTICE TO COMPANY OF DISQUALIFYING DISPOSITION OF AN ISO.  




        If
this Option is designated in the Stock Option Grant Notice as an ISO then the Participant agrees to notify the Company in writing immediately after the Participant makes a
Disqualifying Disposition of any of the Shares acquired pursuant to the exercise of the ISO. A Disqualifying Disposition is defined in Section 424(c) of the Code and includes any disposition
(including any sale) of such Shares before the later of (a) two years after the date the Participant was granted the ISO or (b) one year after the date the Participant acquired Shares by
exercising the ISO, except as otherwise provided in Section 424(c) of the Code. If the Participant has died before the Shares are sold, these holding period requirements do not apply and no
Disqualifying Disposition can occur thereafter. 



16.   NOTICES.  




        Any
notices required or permitted by the terms of this Agreement or the Plan shall be given by recognized courier service, facsimile, registered or certified mail, return receipt
requested, addressed as follows: 


If
to the Company: 



BG
Medicine, Inc.

610 Lincoln Street North

Waltham, MA 02451

Attention: Chief Financial Officer 




If
to the Participant at the address set forth on the Stock Option Grant Notice 



or
to such other address or addresses of which notice in the same manner has previously been given. Any such notice shall be deemed to have been given upon the earlier of receipt, one business day
following delivery to a recognized courier service or three business days following mailing by registered or certified mail. 



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17.   GOVERNING LAW.  




        This
Agreement shall be construed and enforced in accordance with the law of the State of Delaware, without giving effect to the conflict of law principles thereof. For the purpose of
litigating any dispute that arises under this Agreement, the parties hereby consent to exclusive jurisdiction in Massachusetts and agree that such litigation shall be conducted in the state courts of
Massachusetts or the federal courts of the United States for the District of Massachusetts. 



18.   BENEFIT OF AGREEMENT.  




        Subject
to the provisions of the Plan and the other provisions hereof, this Agreement shall be for the benefit of and shall be binding upon the heirs, executors, administrators,
successors and assigns of the parties hereto. 



19.   ENTIRE AGREEMENT.  




        This
Agreement, together with the Plan, embodies the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and supersedes all prior oral
or written agreements and understandings relating to the subject matter hereof. No statement, representation, warranty, covenant or agreement not expressly set forth in this Agreement shall affect or
be used to interpret, change or restrict, the express terms and provisions of this Agreement, provided, however, in any event, this Agreement shall be subject to and governed by the Plan. 



20.   MODIFICATIONS AND AMENDMENTS.  




        The
terms and provisions of this Agreement may be modified or amended as provided in the Plan. 



21.   WAIVERS AND CONSENTS.  




        Except
as provided in the Plan, the terms and provisions of this Agreement may be waived, or consent for the departure therefrom granted, only by written document executed by the party
entitled to the benefits of such terms or provisions. No such waiver or consent shall be deemed to be or shall
constitute a waiver or consent with respect to any other terms or provisions of this Agreement, whether or not similar. Each such waiver or consent shall be effective only in the specific instance and
for the purpose for which it was given, and shall not constitute a continuing waiver or consent. 



22.   DATA PRIVACY.  




        By
entering into this Agreement, the Participant: (i) authorizes the Company and each Affiliate, and any agent of the Company or any Affiliate administering the Plan or providing
Plan recordkeeping services, to disclose to the Company or any of its Affiliates such information and data as the Company or any such Affiliate shall request in order to facilitate the grant of
options and the administration of the Plan; (ii) waives any data privacy rights he or she may have with respect to such information; and (iii) authorizes the Company and each Affiliate
to store and transmit such information in electronic form. 


[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK] 


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Exhibit A    
    


NOTICE OF EXERCISE OF STOCK OPTION 


[Form for US Employees for Shares unregistered in the United States]


	To:
	BG Medicine, Inc.



Ladies
and Gentlemen: 


        I
hereby exercise my Stock Option to purchase                        shares (the "Shares") of the common stock, $0.001 par value, of
BG Medicine, Inc. (the "Company"), at the exercise
price of $            per share, pursuant to and subject to the terms of that certain Stock Option Agreement between the undersigned and the Company
dated            , 20    . 


        I
am aware that the Shares have not been registered under the Securities Act of 1933, as amended (the "1933 Act"), or any state securities laws. I understand that the reliance by the
Company on exemptions under the 1933 Act is predicated in part upon the truth and accuracy of the statements by me in this Notice of Exercise. 


        I
hereby represent and warrant that (1) I have been furnished with all information which I deem necessary to evaluate the merits and risks of the purchase of the Shares;
(2) I have had the opportunity to ask questions concerning the Shares and the Company and all questions posed have been answered to my satisfaction; (3) I have been given the opportunity
to obtain any additional information I deem necessary to verify the accuracy of any information obtained concerning the Shares and the Company; and (4) I have such knowledge and experience in
financial and business matters that I am able to evaluate the merits and risks of purchasing the Shares and to make an informed investment decision relating thereto. 


        I
hereby represent and warrant that I am purchasing the Shares for my own personal account for investment and not with a view to the sale or distribution of all or any part of the
Shares. 


        I
understand that because the Shares have not been registered under the 1933 Act, I must continue to bear the economic risk of the investment for an indefinite time and the Shares cannot
be sold unless the Shares are subsequently registered under applicable federal and state securities laws or an exemption from such registration requirements is available. 



        I
agree that I will in no event sell or distribute or otherwise dispose of all or any part of the Shares unless (1) there is an effective registration statement under the 1933 Act
and applicable state securities laws covering any such transaction involving the Shares or (2) the Company receives an opinion of my legal counsel (concurred in by legal counsel for the
Company) stating that such transaction is exempt from registration or the Company otherwise satisfies itself that such transaction is exempt from registration. 


        I
consent to the placing of a legend on my certificate for the Shares stating that the Shares have not been registered and setting forth the restriction on transfer contemplated hereby
and to the placing of a stop transfer order on the books of the Company and with any transfer agents against the Shares until the Shares may be legally resold or distributed without restriction. 


        I
understand that at the present time Rule 144 of the Securities and Exchange Commission (the "SEC") may not be relied on for the resale or distribution of the Shares by me. I
understand that the Company has no obligation to me to register the sale of the Shares with the SEC and has not represented to me that it will register the sale of the Shares. 


        I
understand the terms and restrictions on the right to dispose of the Shares set forth in the 2007 Employee, Director and Consultant Equity Incentive Plan and the Stock Option
Agreement, both of which I have carefully reviewed. I consent to the placing of a legend on my certificate for the Shares 


Exhibit A-1







 



referring
to such restriction and the placing of stop transfer orders until the Shares may be transferred in accordance with the terms of such restrictions. 


        I
have considered the Federal, state and local income tax implications of the exercise of my Option and the purchase and subsequent sale of the Shares. 


        I
am paying the option exercise price for the Shares as follows: 



	 	 	






        Please
issue the stock certificate for the Shares (check one): 


        o  to
me; or 


        o  to me
and                        , as joint tenants with right of survivorship 


and mail the certificate to me at the following address: 



	
	 	 
	

	
 	

 
	

	
 	

 





        My
mailing address for shareholder communications, if different from the address listed above is: 



	
	 	 
	

	
 	

 
	

	
 	

 





	 	 	Very truly yours,
	

 	
 	

 Participant (signature)
	

 	
 	

 Print Name
	

 	
 	

 Date
	

 	
 	

 Social Security Number




Exhibit A-2











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Exhibit 10.5



BG MEDICINE, INC. STOCK OPTION AGREEMENT- INCORPORATED TERMS AND CONDITIONS



Exhibit A