VIVUS, INC. 9,000,000 Shares of Common Stock Underwriting AgreementUnderwriting Agreement • March 1st, 2012 • Vivus Inc • Pharmaceutical preparations • New York
VIVUS, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representative (the “Representative”), an aggregate of 9,000,000 shares of Common Stock, par value $ .001 per share, of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional 1,350,000 shares of Common Stock of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The shares of Common Stock of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock”. The Stock, including the Shares, will have attached thereto rights (the “Rights”) to purchase one one-thousandth (0.001) of a share of Series A Participating Preferred Stock of the Company. The Rights are to be issued pursuant to a Preferred Stock Rights Agreement (the “Rights Agreement”) dat
