49,751,244 Shares LEXICON PHARMACEUTICALS, INC. COMMON STOCK, PAR VALUE $0.001 PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • November 21st, 2014 • Lexicon Pharmaceuticals, Inc./De • Pharmaceutical preparations • New York
The undersigned understands that J.P. Morgan Securities LLC (“J.P. Morgan”) and Goldman, Sachs & Co. (“Goldman”) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Lexicon Pharmaceuticals, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters listed in Schedule II to the Underwriting Agreement, including J.P. Morgan and Goldman (the “Underwriters”), of shares (the “Shares”) of the common stock, par value $0.001 per share, of the Company (the “Common Stock”). The undersigned also understands that J.P. Morgan and Goldman propose to enter into a purchase agreement (the “Purchase Agreement”) with the Company providing for the purchase and resale (“Placement” and together with the Public Offering, the “Offerings”) by the several initial purchasers named in Schedule 1 to the Purchase Agreement, including J.P. Morgan and Goldman (the “Initial Purchasers”), of notes convertible into C
LEXICON PHARMACEUTICALS, INC. PURCHASE AGREEMENTPurchase Agreement • November 21st, 2014 • Lexicon Pharmaceuticals, Inc./De • Pharmaceutical preparations • New York
Lexicon Pharmaceuticals, Inc. a Delaware corporation (the “Company”), proposes to issue and sell to the several initial purchasers listed in Schedule 1 hereto (the “Initial Purchasers”), for whom you are acting as representative (the “Representatives”), $80,000,000 principal amount of its 5.25% Convertible Notes due 2021 (the “Underwritten Securities”) and, at the option of the Initial Purchasers, up to an additional $15,000,000 principal amount of its 5.25% Convertible Notes due 2021 (the “Option Securities”) if and to the extent that the Initial Purchasers shall have determined to exercise the option to purchase such 5.25% Convertible Notes due 2021 granted to the Initial Purchasers in Section 2 hereof. The Underwritten Securities and the Option Securities are herein referred to as the “Securities”. The Securities will be convertible into shares (the “Underlying Securities”) of common stock of the Company, par value $0.001 per share (the “Common Stock”). The Securities will be issued
PURCHASE AGREEMENTPurchase Agreement • November 21st, 2014 • Lexicon Pharmaceuticals, Inc./De • Pharmaceutical preparations
