4,000,000 Shares COTHERIX, INC. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • January 20th, 2005 • Cotherix Inc • Biological products, (no disgnostic substances) • New York
CoTherix, Inc., a Delaware corporation (the “Company”) proposes, subject to the terms and conditions contained herein, to sell to you and the other underwriters named on Schedule I to this Agreement (the “Underwriters”), for whom you are acting as Representatives (the “Representatives”), an aggregate of 4,000,000 shares (the “Firm Shares”) of the Company’s common stock, $0.001 par value per share (the “Common Stock”). All of the Firm Shares are to be issued and sold by the Company. The respective amounts of the Firm Shares to be purchased by each of the several Underwriters are set forth opposite their names on Schedule I hereto. In addition, the Company proposes to grant to the Underwriters an option to purchase up to an additional 600,000 shares (the “Option Shares”) of Common Stock from the Company for the purpose of covering over-allotments in connection with the sale of the Firm Shares. The Firm Shares and the Option Shares are collectively called the “Shares.”
DISTRIBUTION AND SERVICES AGREEMENTDistribution and Services Agreement • January 20th, 2005 • Cotherix Inc • Biological products, (no disgnostic substances) • California
This Distribution and Services Agreement (“Agreement”) is entered into as of this 19th day of January, 2005 (the “Effective Date”) by and between CoTherix, Inc. with principal offices located at 5000 Shoreline Court, Suite 101, South San Francisco, California 94080 (“CTI”), and Accredo Health Group, Inc., with principal offices located at 1640 Century Center Parkway, Memphis, TN 38134 (“AHG”).
