SCIELE PHARMA, INC. $250,000,000 % Contingent Convertible Senior Notes due 2027 UNDERWRITING AGREEMENTSciele Pharma, Inc. • May 8th, 2007 • Pharmaceutical preparations • New York
Sciele Pharma, Inc., a corporation organized under the laws of Delaware (the "Company"), proposes to sell to the several underwriters named in Schedule I hereto (the "Underwriters"), for whom you (the "Representative") are acting as representative, $250,000,000 aggregate principal amount of its % Contingent Convertible Senior Notes due 2027 (the "Underwritten Securities"). The Company also proposes to grant to the Underwriters an option to purchase up to $37,500,000 additional principal amount of such Contingent Convertible Senior Notes to cover over-allotments, if any (the "Option Securities"; and together with the Underwritten Securities, the "Securities"). The Securities are convertible into shares of Common Stock, par value $0.001 per share (the "Common Stock"), of the Company to the extent set forth in the Final Prospectus. The Securities are to be issued under an indenture to be dated May , 2007 (the "Indenture"), between the Company and LaSalle Bank National Association, as trus
