AUDEO ONCOLOGY, INC. (a Delaware corporation) [•] Shares of Common Stock UNDERWRITING AGREEMENT Dated: [•], 2012Underwriting Agreement • December 7th, 2012 • Audeo Oncology, Inc. • Pharmaceutical preparations • New York
Audeo Oncology, Inc. a Delaware corporation (the “Company”), and Alchemia Oncology Pty Limited, an Australian company (“AOL”), confirm their agreement with Leerink Swann LLC (“Leerink Swann”), Oppenheimer & Co. Inc. (“Oppenheimer”) and each of the other Underwriters, if any, named in Schedule A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom Leerink Swann and Oppenheimer are acting as representatives (in such capacity, the “Representatives”), with respect to (i) the issue and sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of the respective numbers of shares of Common Stock, $0.001 par value per share, of the Company (“Common Stock”) set forth in Schedule A, and (ii) the grant by the Company to the Underwriters, severally and not jointly, of the option described in Section 2(b) hereof to purchase all or any part of [•] additional shares
