AMAG PHARMACEUTICALS, INC. 3,977,272 Shares of Common Stock Underwriting AgreementRights Agreement • February 26th, 2015 • Amag Pharmaceuticals Inc. • Pharmaceutical preparations • New York
AMAG Pharmaceuticals, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of 3,977,272 shares (the “Underwritten Shares”) of Common Stock of the Company, par value $0.01 per share (“Common Stock”), and, at the option of the Underwriters, up to an additional 596,590 shares of Common Stock (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares.” The shares of Common Stock of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock”. The Stock, including the Shares, will have attached thereto rights (the “Rights”) to purchase Series A Junior Participating Preferred Stock. The Rights are to be issued pursuant to a Rights Agreement, as amended to date (the “Rights Agreement”) dated as of September 4, 2009 be
