Pharmaxis Ltd 1,400,000 American Depository Shares Representing 21,000,000 Ordinary Shares UNDERWRITING AGREEMENTUnderwriting Agreement • November 2nd, 2005 • Pharmaxis Ltd. • Pharmaceutical preparations • New York
Pharmaxis Ltd., an Australian limited liability company (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 1,400,000 American depository shares representing 21,000,000 ordinary shares (the “Firm ADSs”) of the Company (the “Ordinary Shares”). The respective amounts of the Firm Shares (as defined below) to be purchased by each of the several Underwriters are set forth opposite their names on Schedule I hereto. In addition, the other persons listed on Schedule II hereto (each a “Selling Shareholder” and collectively the “Selling Shareholders”) propose to grant to the Underwriters an option to purchase up to an additional 210,000 American depository shares representing 3,150,000 Ordinary Shares (the “Option ADSs”) from the Selling Shareholders for the purpose of covering over-al
