Eurand N.V. Ordinary Shares UNDERWRITING AGREEMENT dated October [l], 2009 Deutsche Bank Securities Inc. Merrill Lynch, Pierce, Fenner & Smith IncorporatedUnderwriting Agreement • October 9th, 2009 • Eurand N.V. • Pharmaceutical preparations • New York
Introductory. Eurand N.V., a public company with limited liability organized under the laws of the Netherlands (the “Company”), proposes to issue and sell to the several underwriters named in Schedule A (each an “Underwriter”, and, collectively, the “Underwriters”) an aggregate of [2,000,000] ordinary shares of the Company (“Common Stock”), par value €0.01 per share (the “Company Shares”). In addition, Gearóid Faherty, Chief Executive Officer of the Company (“Selling Stockholder A”), and Warburg, Pincus Equity Partners, L.P., Warburg, Pincus Ventures International, L.P., Warburg, Pincus Netherlands Equity Partners I C.V. and Warburg, Pincus Netherlands Equity Partners III C.V. (collectively, “Selling Stockholders B” and, together with Selling Stockholder A, the “Selling Stockholders”) propose to sell to the Underwriters an aggregate of [6,500,000] shares of Common Stock (such aggregate shares together with the Company Shares, the “Firm Shares”), each Selling Stockholder selling in the
