Shares OMEROS CORPORATION Common Stock ($0.01 Par Value) EQUITY UNDERWRITING AGREEMENTEquity Underwriting Agreement • January 9th, 2008 • Omeros Corp • New York
Omeros Corporation, a Washington corporation (the “Company”), proposes to sell to the several underwriters (the “Underwriters”) named in Schedule I hereto for whom you are acting as Representative (the “Representative”) an aggregate of ___shares (the “Firm Shares”) of the Company’s common stock, $0.01 par value (the “Common Stock”). The respective amounts of the Firm Shares to be so purchased by the several Underwriters are set forth opposite their names in Schedule I hereto. The Company also proposes to sell at the Underwriters’ option an aggregate of up to ___additional shares of the Company’s Common Stock (the “Option Shares”) as set forth below.
OMEROS CORPORATION SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • January 9th, 2008 • Omeros Corp • Washington
This Second Amended and Restated Employment Agreement (the “Agreement”) is dated as of December 30, 2007 (the “Effective Date”) by and between Dr. Gregory A. Demopulos (“Employee”) and Omeros Corporation, a Washington corporation (the “Company”), and amends and restates in its entirety the Employment Agreement between Employee and the Company dated as of December 11, 2001, as amended and restated on June 15, 2005, and the Amended and Restated Employment Agreement between Employee and the Company dated as of December 12, 2006.
EXCLUSIVE LICENSE AND SPONSORED RESEARCH AGREEMENT between OMEROS CORPORATION and MEDICAL RESEARCH COUNCILExclusive License and Sponsored Research Agreement • January 9th, 2008 • Omeros Corp • Delaware
This license agreement (the “Agreement”) is made effective the 31st day of October 2005 (the “Effective Date”) between Omeros Corporation, a Washington corporation having a principal place of business at 1420 Fifth Avenue, Suite 2600, Seattle WA 98101 USA (“Omeros”) and Medical Research Council, a United Kingdom governmental institution having a place of business at 20 Park Crescent, London, United Kingdom, W1B 1AL (“MRC”).
EXCLUSIVE LICENSE AND SPONSORED RESEARCH AGREEMENT between OMEROS CORPORATION and the UNIVERSITY OF LEICESTERExclusive License and Sponsored Research Agreement • January 9th, 2008 • Omeros Corp • Delaware
This license agreement (the “Agreement”) is made effective the 10th day of June 2004 (the “Effective Date”) between Omeros Corporation, a Washington corporation having a principal place of business at 1420 Fifth Avenue, Suite 2600, Seattle WA 98101 USA (“Omeros”) and the University of Leicester, having a principal place of business at University Road, Leicester LE1 7RH, United Kingdom (“Leicester”).
COMMERCIAL SUPPLY AGREEMENTCommercial Supply Agreement • January 9th, 2008 • Omeros Corp • Delaware
This Commercial Supply Agreement (this “Agreement”) is made as of the ___ day of September, 2007 (the “Effective Date”) by and between Omeros Corporation, a Washington corporation, having its principal offices at 1420 Fifth Avenue, Suite 2600, Seattle, Washington 98101 (“Omeros”), and Hospira Worldwide Inc., a Delaware corporation, having its principal offices at 275 North Field Drive, Lake Forest, Illinois 60045 (“Hospira”). Omeros and Hospira previously entered into a Master Development Agreement, dated May 8, 2007 (the “Development Agreement”), pertaining to the development of Omeros’ pharmaceutical drug product OMS103HP-S. Omeros and Hospira now desire to enter into an agreement for the commercial supply of OMS103HP-S by Hospira to Omeros. Therefore, in consideration of the mutual covenants and obligations set forth below, Omeros and Hospira (the “Parties” and each a “Party”) agree as follows:
LEASE AGREEMENTLease Agreement • January 9th, 2008 • Omeros Corp
THIS LEASE AGREEMENT is made as of this 28th day of September 2001, between Alexandria Real Estate Equities, Inc., a Maryland corporation (“Landlord”), and PRIMAL, INC., a Washington corporation (“Tenant”).
DATED 20 April 2007 Scottish Biomedical Limited Telford Pavilion, Todd Campus, West of Scotland Science Park, Glasgow, G20 0XA, Scotland, U.K. and Omeros Corporation 1420 Fifth Avenue, Suite 2600 Seattle, WA 98101, U.S.A. SERVICES AND MATERIALS AGREEMENTServices and Materials Agreement • January 9th, 2008 • Omeros Corp • Delaware
† DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE COMMISSION
AMENDMENT dated 30 April 2007 of the SERVICES AND MATERIALS AGREEMENT dated 20 April 2007 By and between SCOTTISH BIOMEDICAL LIMITED T/A “SCOTTISH BIOMEDICAL” and OMEROS CORPORATIONServices and Materials Agreement • January 9th, 2008 • Omeros Corp
This is an amendment (this “Amendment”) effective 30 April 2007, between Scottish Biomedical Limited T/A “Scottish Biomedical” (“Scottish Biomedical”) and Omeros Corporation (“Omeros”) of the Services and Materials Agreement dated 20 April 2007 (“the Agreement”) related to Omeros’ PDE10 program.
INDEMNIFICATION AGREEMENTIndemnification Agreement • January 9th, 2008 • Omeros Corp • Washington
This Indemnification Agreement (this “Agreement”) is made as of _________, ___ by and between Omeros Corporation, a Washington corporation (the “Company”), and _________ (“Indemnitee”), for good and valuable consideration as set forth below.
nura, inc.Stock Option Agreement • January 9th, 2008 • Omeros Corp • Washington
Unless otherwise defined herein, the terms defined in the 2003 Stock Plan shall have the same defined meanings in this Stock Option Agreement.
SECOND TECHNOLOGY TRANSFER AGREEMENTSecond Technology Transfer Agreement • January 9th, 2008 • Omeros Corp
This Second Technology Transfer Agreement (this “Agreement”) is entered into as of the December 11, 2001, by and between Gregory A. Demopulos, M.D. (“Demopulos”) and Omeros Medical Systems, Inc., a Washington corporation (“Omeros”).
ASSIGNMENT, ASSUMPTION AND MODIFICATION OF LEASE DOCUMENTSAssignment, Assumption and Modification of Lease Documents • January 9th, 2008 • Omeros Corp • Washington
This Assignment and Assumption and Modification of Lease Documents (this “Agreement”) is made as of September 26, 2007 (the “Effective Date”), by and among ALEXANDRIA REAL ESTATE EQUITIES, INC., a Maryland corporation (“Landlord”), NURA, INC., a Delaware corporation (“Tenant”), and OMEROS CORPORATION, a Washington corporation (“Assignee”).
TECHNOLOGY TRANSFER AGREEMENTTechnology Transfer Agreement • January 9th, 2008 • Omeros Corp
This Technology Transfer Agreement (this “Agreement”) is entered into as of June 16, 1994, by and between Pamela A. Pierce, M.D., Ph.D. (“Pierce”) and Omeros Medical Systems, Inc., a Washington corporation (“Omeros”).
SECOND TECHNOLOGY TRANSFER AGREEMENTSecond Technology Transfer Agreement • January 9th, 2008 • Omeros Corp
This Second Technology Transfer Agreement (this “Agreement”) is entered into as of the date last executed below, by and between Pamela Pierce Palmer, M.D., Ph.D. (“Palmer”) and Omeros Medical Systems, Inc., a Washington corporation (“Omeros”).
Drug Product Development and Clinical Supply AgreementDevelopment and Clinical Supply Agreement • January 9th, 2008 • Omeros Corp • California
OMEROS CORPORATION, a corporation organized and existing under the laws of Washington, with its principal offices located at 1420 Fifth Avenue, Suite 2600, Seattle, Washington 98101 (hereinafter referred to as “CLIENT”)
TECHNOLOGY TRANSFER AGREEMENTTechnology Transfer Agreement • January 9th, 2008 • Omeros Corp
This Technology Transfer Agreement (this “Agreement”) is entered into as of June 16, 1994, by and between Gregory A. Demopulos, M.D. (“Demopulos”) and Omeros Medical Systems, Inc., a Washington corporation (“Omeros”).
TECHNOLOGY TRANSFER AGREEMENTTechnology Transfer Agreement • January 9th, 2008 • Omeros Corp
This Technology Transfer Agreement (this “Agreement”) is entered into as of June 16, 1994, by and between Gregory A. Demopulos, M.D. (“Demopulos”) and Omeros Medical Systems, Inc., a Washington corporation (“Omeros”).
MASTER SERVICES AGREEMENTMaster Services Agreement • January 9th, 2008 • Omeros Corp • Washington
THIS MASTER SERVICES AGREEMENT (“Agreement”) is made and entered into effective January 27th, 2005 (the “Effective Date”), by and between NURA, Inc. (hereinafter “Nura”), having a place of business at 1124 Columbia Street, Seattle WA, 98104, USA, and ComGenex, Inc. (hereinafter “ComGenex” or “CGX), having a place of business at Zahony u 7, H-1031 Budapest, Hungary, altogether referred to as Parties.
OMEROS CORPORATION AMENDMENT TO STOCK OPTION AGREEMENTStock Option Agreement • January 9th, 2008 • Omeros Corp • Washington
This Amendment (this “Amendment”) is made as of and amends the Stock Option Agreement with a grant date of <<GRANT DATE>> (the “Agreement”) by and between <<OPTIONEE>> (the “Optionee”) and Omeros Corporation, a Washington corporation (the “Company”).
LEASE AGREEMENTLease Agreement • January 9th, 2008 • Omeros Corp
THIS LEASE AGREEMENT is made as of this 6th day of April, 2000, between ALEXANDRIA REAL ESTATE EQUITIES, INC., a Maryland corporation (“Landlord”), and PRIMAL, INC., a Washington corporation (“Tenant”).
SECOND AMENDMENT TO OFFICE LEASE AGREEMENTOffice Lease Agreement • January 9th, 2008 • Omeros Corp
THIS SECOND AMENDMENT TO OFFICE LEASE AGREEMENT (this “Amendment”) is dated for reference purposes the 4th day of January, 2006, by and between CITY CENTRE ASSOCIATES, a Delaware general partnership (“Landlord”), and OMEROS CORPORATION, a Washington corporation (“Tenant”).
FUNDING AGREEMENTFunding Agreement • January 9th, 2008 • Omeros Corp • Washington
This Funding Agreement (“Agreement”) is made as of December 18, 2006 (the “Effective Date”) by and between The Stanley Medical Research Institute, a 501(c)(3) corporation organized under the laws of Connecticut and having a place of business at 8401 Connecticut Avenue, Suite 200 Chevy Chase, MD 20815 (“SMRI”), and Omeros Corporation, a corporation organized under the laws of Washington State and having its principal place of business at 1420 Fifth Avenue, Suite 2600 Seattle, WA 98101 (“Omeros”) (together with SMRI, the “Parties” and each, a “Party”).
ASSIGNMENT AND AMENDMENT OF LEASEAssignment and Amendment of Lease • January 9th, 2008 • Omeros Corp
THIS ASSIGNMENT AND AMENDMENT OF LEASE (this “Agreement”) is dated for reference purposes the 1st day of August, 2002, by and among CITY CENTRE ASSOCIATES, a Delaware general partnership (“Landlord”), NAVIGANT CONSULTING, INC., a Delaware Corporation (“Tenant”), and OMEROS CORPORATION, a Washington corporation formerly named Omeros Medical Systems, Inc., (“Omeros”).
AMENDMENT dated 8 May 2007 of the EXCLUSIVE LICENSE AND SPONSORED RESEARCH AGREEMENT dated 31 October 2005 By and between MEDICAL RESEARCH COUNCIL and OMEROS CORPORATIONExclusive License and Sponsored • January 9th, 2008 • Omeros Corp
This is an amendment (this “Amendment”) effective 8 May 2007 of the Exclusive License and Sponsored Research Agreement between Medical Research Council (“MRC”) and Omeros Corporation (“Omeros”) dated 31 October 2005 (“the Agreement”). All initial capitalized terms used herein below shall have the same definition as set forth in the Agreement.
U.S. BANK CENTRE OFFICE LEASE AGREEMENTOffice Lease Agreement • January 9th, 2008 • Omeros Corp • Washington
AGREEMENT AND PLAN OF REORGANIZATION among OMEROS CORPORATION, EPSILON ACQUISITION CORPORATION, NURA, INC., and ARCH VENTURE CORPORATION, as Stockholders’ Agent dated as of August 4, 2006Agreement and Plan of Reorganization • January 9th, 2008 • Omeros Corp • Washington
This AGREEMENT AND PLAN OF REORGANIZATION (this “Agreement”) is made as of August 4, 2006 (the “Execution Date”) by and among OMEROS CORPORATION, a corporation organized under the laws of the State of Washington (“Parent”), EPSILON ACQUISITION CORPORATION, a corporation organized under the laws of the State of Delaware (“Merger Sub”), NURA, INC., a corporation organized under the laws of the State of Delaware (“Company”), and Arch Venture Corporation, as stockholders’ agent (“Stockholders’ Agent”). As used in this Agreement, certain initial capitalized terms shall have the meanings set forth in Exhibit A.
RESEARCH AND DEVELOPMENT AGREEMENT FIRST AMENDMENTResearch and Development Agreement • January 9th, 2008 • Omeros Corp
This is an amendment effective 1 October 2005 (this “Amendment”) of the Exclusive License and Sponsored Research Agreement dated 10 June 2004 (the “Agreement”) between Omeros Corporation, a Washington corporation having a principal place of business at 1420 Fifth Avenue, Suite 2600, Seattle WA 98101 USA (“Omeros”) and the University of Leicester, having a principal place of business at University Road, Leicester LE1 7RH, United Kingdom (“Leicester”). All capitalized terms used in this Amendment shall have the same meaning as set forth in the Agreement unless otherwise defined below.
OMEROS CORPORATION AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT October 15, 2004Rights Agreement • January 9th, 2008 • Omeros Corp • Washington
This Amended and Restated Investors’ Rights Agreement (this “Agreement”) is made as of the 15th day of October, 2004 by and among Omeros Corporation, a Washington corporation (the “Company”), the investors listed on Exhibit A hereto (the “Series E Investors”), H. Raymond Cairncross, Gregory A. Demopulos, M.D., George Kargianis, and Pamela Pierce Palmer, M.D., Ph.D., each of whom is herein referred to as a “Founder,” the holders of Series A Preferred Stock of the Company (the “Series A Preferred Stock”) listed on Exhibit B hereto (the “Series A Investors”), the holders of Series B Preferred Stock of the Company (the “Series B Preferred Stock”) listed on Exhibit C hereto (the “Series B Investors”), the holders of Series C Preferred Stock of the Company (the “Series C Preferred Stock”) listed on Exhibit D hereto (the “Series C Investors”), the holders of the Series D Preferred Stock of the Company (the “Series D Preferred Stock”) listed on Exhibit E hereto (the “Series D Investors,” and t
MASTER SECURITY AGREEMENT No. 5081087 Dated as of April 26, 2005 (“Agreement”)Master Security Agreement • January 9th, 2008 • Omeros Corp • Virginia
THIS AGREEMENT is between Oxford Finance Corporation (together with its successors and assigns, if any, “Secured Party”) and Nura, Inc. (“Debtor”). Secured Party has an office at 133 N. Fairfax Street, Alexandria, VA 22314. Debtor is a corporation organized and existing under the laws of the state of Delaware. Debtor’s mailing address and chief place of business is 1124 Columbia Street, Suite 650, Seattle, Washington, 98104.
nura,inc. 1124 Columbia Street Suite 650 Seattle, WA 98014Assignment and Assumption and Modification of Lease Documents • January 9th, 2008 • Omeros Corp • Washington
Re: Assignment and Assumption and Modification of Lease Documents (“Agreement”) is made as of October 23, 2003 by and among ALEXANDRIA REAL ESTATE EQUITIES, INC., a Maryland corporation (“Landlord”), PRIMAL, INC., a Washington corporation (“Tenant”) and NURA, INC., a Delaware corporation (“Assignee”).
