VERTEX PHARMACEUTICALS INCORPORATED (a Massachusetts corporation) 11,500,000 Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • December 4th, 2009 • Vertex Pharmaceuticals Inc / Ma • Pharmaceutical preparations • New York
Contract Type FiledDecember 4th, 2009 Company Industry JurisdictionWe have acted as outside counsel for the Company (as defined in the Underwriting Agreement) in connection with the preparation, execution and delivery of the Underwriting Agreement and the consummation of the transactions contemplated thereby. In connection therewith, we have examined executed originals or counterparts of the Underwriting Agreement, the Registration Statement, the Prospectus and such other documents as we have deemed necessary for purposes of this opinion.
MOMENTA PHARMACEUTICALS, INC. (a Delaware corporation) 4,000,000 Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • September 23rd, 2009 • Momenta Pharmaceuticals Inc • Biological products, (no disgnostic substances) • New York
Contract Type FiledSeptember 23rd, 2009 Company Industry JurisdictionMomenta Pharmaceuticals, Inc., a Delaware corporation (the “Company”) confirms its agreement with Leerink Swann LLC (“Leerink Swann”) and each of the other Underwriters named in Schedule A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom Leerink Swann is acting as representative (in such capacity, the “Representative”), with respect to (i) the issue and sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of the respective numbers of shares of Common Stock, par value $0.0001 per share, of the Company (“Common Stock”) set forth in said Schedule A, and (ii) the grant by the Company to the Underwriters, severally and not jointly, of the option described in Section 2(b) hereof to purchase all or any part of 600,000 additional shares of Common Stock to cover overallotments, if any. The aforesaid 4,000,000 shares of Common Stock (the “Initial Secur