Common Contracts

INNOCOLL AG Registered Ordinary Shares in the form of American Depositary Shares (each representing 1/13.25 of an Ordinary Share, no par value, with a notional par value of €1.00 per Ordinary Share) UNDERWRITING AGREEMENT

Pricing Agreement • April 22nd, 2015 • Innocoll AG • Pharmaceutical preparations • New York

• Contract Type
  Pricing Agreement
• Filed
  April 22nd, 2015
• Company
  Innocoll AG
• Industry
  Pharmaceutical preparations
• Jurisdiction
  New York

Innocoll AG, a stock corporation (Aktiengesellschaft) incorporated in the Federal Republic of Germany (“Germany”) and registered with the commercial register (Handelsregister) of the Local Court (Amtsgericht) of Regensburg (the “Commercial Register”) under the number HRB 14298 (the “Company”), and the shareholders of the Company named in Schedule II hereto (the “Selling Shareholders”) propose to sell to the several underwriters (the “Underwriters”) named in Schedule I hereto for whom you are acting as representative (the “Representative”) an aggregate number of [ ] no par value ordinary shares with a notional amount of €1.00 per share (auf den Namen lautede Stammaktien ohne Nennbetrag (Stückaktien)) (the “Shares”). The number of Shares sold by the Company to the several Underwriters will be created from the issuance of New Shares (as defined below) by the Company in the Capital Increase II (as defined below). The number of Shares set forth in the Pricing Agreement will be sold by the S

Innocoll AG Registered Ordinary Shares in the form of American Depositary Shares (each representing one Ordinary Share, no par value, with a notional par value of €1.00 per Ordinary Share) UNDERWRITING AGREEMENT

Pricing Agreement • June 19th, 2014 • Innocoll GmbH • Pharmaceutical preparations • New York

• Contract Type
  Pricing Agreement
• Filed
  June 19th, 2014
• Company
  Innocoll GmbH
• Industry
  Pharmaceutical preparations
• Jurisdiction
  New York

Innocoll AG, a stock corporation (Aktiengesellschaft) incorporated in the Federal Republic of Germany (“Germany”) and registered with the commercial register (Handelsregister) of the Local Court (Amtsgericht) of Regensburg (the “Commercial Register”) under the number HRB [_______] (the “Company”), proposes to issue and sell to the several underwriters (the “Underwriters”) named in Schedule I hereto for whom you are acting as representatives (the “Representatives”) an aggregate number of [·] no par value ordinary shares with a notional par value of €1.00 per share (auf den Namen lautede Stammaktien ohne Nennbetrag (Stuckaktien)) (the “Firm Shares”) registered with the Commercial Register of the Company (the “Ordinary Shares”), which will be sold by the Company as a result of the issuance of new shares by the Company in the Capital Increase (as defined below) which include the Option Shares (as defined below) to the several Underwriters.