INSMED INCORPORATEDUnderwriting Agreement • January 26th, 2018 • INSMED Inc • Pharmaceutical preparations • New York
Insmed Incorporated, a Virginia corporation (the “Company”), proposes to issue and sell to the several Underwriters named in Schedule I hereto (the “Underwriters”) for which you are acting as managers (the “Managers”) an aggregate of $400,000,000 principal amount of the Company’s 1.75% convertible senior notes due 2025 (the “Firm Securities”), which shall be convertible into cash, shares of common stock of the Company, par value $0.01 per share (“Common Stock”) or a combination of cash and shares of Common Stock, and, at the election of the Underwriters, up to an aggregate of $50,000,000 additional principal amount of the Company’s 1.75% convertible senior notes due 2025 (the “Optional Securities”), solely to cover over-allotments. The Firm Securities and the Optional Securities that the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the “Securities.” The Securities will be issued pursuant to a base indenture to be dated as of January 26, 201
