6,250,000] Shares THRESHOLD PHARMACEUTICALS, INC. COMMON STOCK ($0.001 PAR VALUE) UNDERWRITING AGREEMENTUnderwriting Agreement • October 7th, 2005 • Threshold Pharmaceuticals Inc • Pharmaceutical preparations • New York
Contract Type FiledOctober 7th, 2005 Company Industry JurisdictionThe undersigned understands that Morgan Stanley & Co. Incorporated (“Morgan Stanley”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Threshold Pharmaceuticals, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters, including Morgan Stanley, CIBC World Markets Corp. and Lazard Capital Markets LLC (the “Underwriters”), of shares of the Common Stock (par value $0.001) of the Company (the “Common Stock”).