INSMED INCORPORATED Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • March 10th, 2006 • Insmed Inc • Pharmaceutical preparations • New York
INSMED INCORPORATED, a Virginia corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the underwriters named in Schedule I annexed hereto (the “Underwriters”) an aggregate of Twenty Million (20,000,000) shares (the “Firm Shares”) of common stock, $0.01 par value per share, of the Company (the “Common Shares”). In addition, the Company has granted to the Underwriters an option to purchase up to an additional Three Million (3,000,000) Common Shares (the “Option Shares”) as provided in Section 1. The Firm Shares and, if and to the extent such option is exercised, the Option Shares are collectively called the “Shares”. Lazard Capital Markets LLC has agreed to act as representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering and sale of the Shares. To the extent there are no additional Underwriters listed on Schedule I other than Lazard Capital Markets LLC, the term Underwriters
