5,000,000 Shares of Common Stock par value $0.001 750,000 Option Shares Vanda Pharmaceuticals Inc. PURCHASE AGREEMENTPurchase Agreement • October 29th, 2014 • Vanda Pharmaceuticals Inc. • Pharmaceutical preparations • New York
Vanda Pharmaceuticals Inc., a Delaware corporation (the “Company”), proposes to sell to the several Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 5,000,000 shares of common stock, $0.001 par value per share, together with associated rights pursuant to that certain Rights Agreement, dated as of September 25, 2008, between the Company and American Stock Transfer & Trust Company, LLC, as amended (the “Common Stock”), of the Company (the “Firm Shares”). The Company has also granted to the several Underwriters an option to purchase up to 750,000 additional shares of Common Stock, on the terms and for the purposes set forth in Section 3 hereof (the “Option Shares”). The Firm Shares and any Option Shares purchased pursuant to this Purchase Agreement are herein collectively called the “Securities.”
