ZOGENIX, INC. 12,000,000 Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • September 7th, 2011 • Zogenix, Inc. • Pharmaceutical preparations • New York
Zogenix, Inc., a Delaware corporation (the “Company”), confirms its agreement with Leerink Swann LLC (“Leerink”), Wells Fargo Securities, LLC (“Wells Fargo”) and each of the other Underwriters named in Exhibit A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom Leerink and Wells Fargo are acting as representatives (in such capacity, the “Representatives”), with respect to the issue and sale by the Company of 12,000,000 shares (the “Initial Securities”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”), and the purchase by the Underwriters, acting severally and not jointly, of the respective numbers of Initial Securities set forth in said Exhibit A hereto, and with respect to the grant by the Company to the Underwriters, acting severally and not jointly, of the option described in Section 2(b) hereof to purchase all or any part of the 1,800,000 additiona
