TELIK, INC. 7,500,000 Shares Common Stock ($0.01 Par Value) UNDERWRITING AGREEMENTUnderwriting Agreement • November 7th, 2003 • Telik Inc • Pharmaceutical preparations • New York
Telik, Inc., a Delaware corporation (the “Company”), proposes to issue and sell, and Sanwa Kagaku Kenkyusho Co., Ltd., a Japanese corporation (“Sanwa”), proposes to sell, to the Underwriters named in Schedule A annexed hereto (the “Underwriters”), for whom you are acting as representatives, an aggregate of 7,500,000 shares (the “Firm Shares”) of Common Stock, $0.01 par value per share (the “Common Stock”), of the Company, of which 6,500,000 of the Firm Shares are to be issued and sold by the Company and 1,000,000 of the Firm Shares are to be sold by Sanwa. In addition, solely for the purpose of covering over-allotments, the Company proposes to grant to the Underwriters the option to purchase from the Company up to an additional 1,125,000 shares of Common Stock (the “Additional Shares”). The Firm Shares and the Additional Shares are hereinafter collectively sometimes referred to as the “Shares.” The Shares are described in the Prospectus, which is defined and referred to below.
