0000891020-06-000265 Sample Contracts

LIGHT SCIENCES ONCOLOGY, INC. l Shares of Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • September 29th, 2006 • Light Sciences Oncology Inc • Pharmaceutical preparations • New York

In the course of our assistance in the preparation of the Intellectual Property Portions, we have participated in conferences with officers and other representatives of the Company, the Underwriters, other counsel to the Company and counsel to the Underwriters at which the contents of the Intellectual Property Portions were discussed, and although we are not passing upon, and do not assume any responsibility for, the accuracy, completeness or fairness of the statements in the Intellectual Property Portions and have made no independent check or verification thereof (except to the extent provided in paragraph 4 above), on the basis of the foregoing and the information that was disclosed to us no facts have come to our attention that would lead us to believe that (A) the Intellectual Property Portions of the Initial Registration Statement or any amendment thereto, at the time the Initial Registration Statement or any such amendment became effective, or of any Rule 462(b) Registration Stat

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