3,115,000 Shares KOSAN BIOSCIENCES INCORPORATED Shares of Common Stock ($.001 par value) PLACEMENT AGENT AGREEMENTSubscription Agreement • December 10th, 2003 • Kosan Biosciences Inc • Services-commercial physical & biological research • New York
Kosan Biosciences Incorporated, a Delaware corporation (the “Company”), proposes to sell to the Purchasers, pursuant to the terms of this Placement Agent Agreement (this “Agreement”) and the Subscription Agreements in the form of Exhibit A attached hereto (the “Subscription Agreements”) entered into with the Purchasers identified therein (each a “Purchaser” and, collectively, the “Purchasers”), an aggregate of 3,115,000 shares of Common Stock, $.001 par value (the “Common Stock”), of the Company. The aggregate of 3,115,000 shares so proposed to be sold is hereinafter referred to as the “Stock.” The Company hereby confirms its agreement with the placement agents named in Schedule I attached hereto (the “Placement Agents” or, each, a “Placement Agent”). SG Cowen Securities Corporation is acting as the representative of the Placement Agents and in such capacity is hereinafter referred to as the “Representative.” Certain terms used herein are defined in Section 13 hereof.
