<SEC-DOCUMENT>0001299933-15-000928.txt : 20150610
<SEC-HEADER>0001299933-15-000928.hdr.sgml : 20150610
<ACCEPTANCE-DATETIME>20150610164027
ACCESSION NUMBER:		0001299933-15-000928
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		4
CONFORMED PERIOD OF REPORT:	20150610
ITEM INFORMATION:		Entry into a Material Definitive Agreement
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20150610
DATE AS OF CHANGE:		20150610

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			HERON THERAPEUTICS, INC. /DE/
		CENTRAL INDEX KEY:			0000818033
		STANDARD INDUSTRIAL CLASSIFICATION:	PHARMACEUTICAL PREPARATIONS [2834]
		IRS NUMBER:				942875566
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-33221
		FILM NUMBER:		15923844

	BUSINESS ADDRESS:	
		STREET 1:		123 SAGINAW DRIVE
		CITY:			REDWOOD CITY
		STATE:			CA
		ZIP:			94063
		BUSINESS PHONE:		6503662626

	MAIL ADDRESS:	
		STREET 1:		123 SAGINAW DRIVE
		STREET 2:		123 SAGINAW DRIVE
		CITY:			REDWOOD CITY
		STATE:			CA
		ZIP:			94063

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	AP PHARMA INC /DE/
		DATE OF NAME CHANGE:	20010511

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	ADVANCED POLYMER SYSTEMS INC /DE/
		DATE OF NAME CHANGE:	19920703
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>htm_51981.htm
<DESCRIPTION>LIVE FILING
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<TITLE> Heron Therapeutics, Inc. (Form: 8-K) </TITLE>
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		UNITED STATES<BR>
	SECURITIES AND EXCHANGE COMMISSION
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	WASHINGTON, D.C. 20549
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	FORM 8-K
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	CURRENT REPORT
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	Pursuant to Section&nbsp;13 or 15(d) of the Securities Exchange Act of 1934
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	Date of Report (Date of Earliest Event Reported):
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	June 10, 2015
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	Heron Therapeutics, Inc.
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<BR>__________________________________________<BR>
	(Exact name of registrant as specified in its charter)
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	Delaware
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	001-33221
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	94-2875566
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_____________________<BR>
	(State or other jurisdiction
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_____________<BR>
	(Commission
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______________<BR>
	(I.R.S. Employer
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	of incorporation)
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	File Number)
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	Identification No.)
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	123 Saginaw Drive, Redwood City, California
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	94063
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_________________________________<BR>
	(Address of principal executive offices)
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___________<BR>
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	Registrant&#146;s telephone number, including area code:
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	650-366-2626
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	Not Applicable
<BR>______________________________________________<BR>
	Former name or former address, if changed since last report
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	&nbsp;
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Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any
of the following provisions:</FONT>
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<P><FONT SIZE="2">
[&nbsp;&nbsp;]&nbsp;&nbsp;Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)<br>
[&nbsp;&nbsp;]&nbsp;&nbsp;Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)<br>
[&nbsp;&nbsp;]&nbsp;&nbsp;Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))<br>
[&nbsp;&nbsp;]&nbsp;&nbsp;Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))<br>
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	Item 1.01 Entry into a Material Definitive Agreement.
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On June 10, 2015, Heron Therapeutics, Inc. ("We," "Heron Therapeutics" or the "Company") entered into an underwriting agreement (the "Underwriting Agreement") with Jefferies LLC, as representative of several underwriters (the "Underwriters"), pursuant to which we agreed to issue and sell an aggregate of 4,800,000 shares of our common stock (the "Shares") to the Underwriters (the "Offering"). The Shares will be sold at a public offering price of $24.75 per Share, and will be purchased by the Underwriters from us at a price of $23.265 per Share. Under the terms of the Underwriting Agreement, we granted the Underwriters an option for 30 days to purchase up to an additional 720,000 shares of our common stock.<br><br>We estimate that net proceeds we will receive from the Offering will be approximately $111.5 million, after deducting the Underwriters&#x2019; discounts and commissions and estimated offering expenses payable by us, and assuming no exercise of the option to purchase additional shares.<br><br>The Offering is being made pursuant to Heron Therapeutics&#x2019; effective shelf registration statements on Form S-3 (Registration No. 333-195928 and 333-198862), which were previously filed with the Securities and Exchange Commission ("SEC") and were declared effective, and a prospectus supplement filed with the SEC. The Offering was not registered under any state blue sky laws.<br><br>We expect the Offering to close on or about June 15, 2015, subject to the satisfaction of customary closing conditions. In the Underwriting Agreement, the Company agrees to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended, or to contribute to payments that the Underwriters may be required to make because of such liabilities.<br><br>A copy of the Underwriting Agreement is attached as Exhibit 1.1 hereto and is incorporated herein by reference. The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to such exhibit.<br><br>A copy of the opinion of Gibson, Dunn & Crutcher LLP relating to the validity of the shares issued in the Offering is filed herewith as Exhibit 5.1.<br><br>A copy of the press release announcing the pricing of the Offering is furnished herewith as Exhibit 99.1.<br><br>
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	Item 9.01 Financial Statements and Exhibits.
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(d) Exhibits. <br> <br>		<br>Exhibit No./Description<br><br>1.1	  Underwriting Agreement, dated June 10, 2015, between Heron Therapeutics, Inc. and Jefferies LLC	<br>5.1	  Opinion of Gibson, Dunn & Crutcher LLP<br>23.1	  Consent of Gibson, Dunn & Crutcher LLP (contained in Exhibit 5.1)<br>99.1	  Press Release, dated June 10, 2015<br>
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	SIGNATURES
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	Pursuant to the requirements of the Securities Exchange Act of 1934, the
	registrant has duly caused this report to be signed on its behalf by the
	undersigned hereunto duly authorized.
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	Heron Therapeutics, Inc.
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<I>
	June 10, 2015
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	By:
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<I>
	/s/ Esme C. Smith
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	Name: Esme C. Smith
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	Title: VP, General Counsel & Secretary
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	Exhibit&nbsp;Index
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	Exhibit No.
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	Description
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	1.1
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Underwriting Agreement, dated June 10, 2015, between Heron Therapeutics, Inc. and Jefferies LLC
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	5.1
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	&nbsp;
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Opinion of Gibson, Dunn & Crutcher LLP
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	99.1
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	&nbsp;
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Press Release dated June 10, 2015
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<P align="left" style="font-size: 10pt"><FONT style="font-size: 12pt"><B>EXHIBIT 1.1</B>
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<P align="center" style="font-size: 12pt"><B>4,800,000 Shares of Common Stock<BR>
HERON THERAPEUTICS, INC.</B><BR>
<U><B>UNDERWRITING AGREEMENT</B></U>



<P align="right" style="font-size: 12pt">June&nbsp;10, 2015



<P align="left" style="font-size: 12pt">JEFFERIES LLC
<BR>
As Representative of the several Underwriters
<BR>
c/o JEFFERIES LLC
<BR>
520 Madison Avenue
<BR>
New York, New York 10022


<P align="left" style="font-size: 12pt">Ladies and Gentlemen:


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>Introductory</B>. Heron Therapeutics, Inc., a Delaware corporation (the &#147;<B>Company</B>&#148;), proposes to
issue and sell to the several underwriters named in <U>Schedule&nbsp;A</U> (the &#147;<B>Underwriters</B>&#148;) an
aggregate of 4,800,000 shares of its common stock, par value $0.01 per share (the &#147;<B>Common Stock</B>&#148;).
The 4,800,000 shares of Common Stock to be sold by the Company are called the &#147;<B>Firm Shares</B>.&#148; In
addition, the Company has granted to the Underwriters an option to purchase up to an additional
720,000 shares of Common Stock as provided in Section&nbsp;2. The additional 720,000 shares of Common
Stock to be sold by the Company pursuant to such option are collectively called the &#147;<B>Optional
Shares</B>.&#148; The Firm Shares and, if and to the extent such option is exercised, the Optional Shares
are collectively called the &#147;<B>Offered Shares</B>.&#148; Jefferies LLC (&#147;<B>Jefferies</B>&#148;) has agreed to act as
representative of the several Underwriters (in such capacity, the &#147;<B>Representative</B>&#148;) in connection
with the offering and sale of the Offered Shares. To the extent there are no additional
underwriters listed on <U>Schedule&nbsp;A</U>, the term &#147;<B>Representative</B>&#148; as used herein shall mean you,
as Underwriter, and the term &#147;Underwriters&#148; shall mean either the singular or the plural, as the
context requires.


<P align="left" style="font-size: 12pt; text-indent: 4%">The Company has prepared and filed with the Securities and Exchange Commission (the
&#147;<B>Commission</B>&#148;) shelf registration statements on Form S-3, File No.&nbsp;333-195928 and 333-198862, in
each case including a base prospectus (the &#147;<B>Base Prospectuses</B>&#148;) to be used in connection with the
public offering and sale of the Offered Shares. Such registration statements, as amended,
including the financial statements, exhibits and schedules thereto, in the form in which it became
effective under the Securities Act of 1933, as amended, and the rules and regulations promulgated
thereunder (collectively, the &#147;<B>Securities Act</B>&#148;), including all documents incorporated or deemed to
be incorporated by reference therein and any information deemed to be a part thereof at the time of
effectiveness pursuant to Rule&nbsp;430A or 430B under the Securities Act, are called the &#147;<B>Registration
Statements</B>.&#148; Any registration statement filed by the Company pursuant to Rule 462(b) under the
Securities Act in connection with the offer and sale of the Offered Shares is called the &#147;<B>Rule
4</B><B>62(b)</B><B> Registration Statement</B>,&#148; and from and after the date and time of filing of any such Rule
462(b) Registration Statement the term &#147;Registration Statements&#148; shall include the Rule 462(b)
Registration Statement. The preliminary prospectus supplement dated June&nbsp;9, 2015 describing the
Offered Shares and the offering thereof (the &#147;<B>Preliminary Prospectus Supplement</B>&#148;), together with
the Base Prospectuses, is called the &#147;<B>Preliminary Prospectus</B>,&#148; and the Preliminary Prospectus and
any other prospectus supplement to the Base Prospectuses in preliminary form that describes the
Offered Shares and the offering thereof and is used prior to the filing of the Prospectus (as
defined below), together with the Base Prospectuses, is called a &#147;preliminary prospectus.&#148; As used
herein, the term &#147;<B>Prospectus</B>&#148; shall mean the final prospectus supplement to the Base Prospectuses
that describes the Offered Shares and the offering thereof (the &#147;<B>Final Prospectus Supplement</B>&#148;),
together with the Base Prospectuses, in the form first used by the Underwriters to confirm sales of
the Offered Shares or in the form first made available to the Underwriters by the Company to meet
requests of purchasers pursuant to Rule&nbsp;173 under the Securities Act. References herein to the
Preliminary Prospectus, any preliminary prospectus and the Prospectus shall refer to both the
prospectus supplement and the Base Prospectuses components of such prospectus. As used herein,
&#147;<B>Applicable Time</B>&#148; is 8:30 a.m. (New York City time) on June&nbsp;10, 2015. As used herein, &#147;<B>free
writing prospectus</B>&#148; has the meaning set forth in Rule&nbsp;405 under the Securities Act, and &#147;Time of
Sale Prospectus&#148; means the Preliminary Prospectus, as amended or supplemented immediately prior to
the Applicable Time, together with the free writing prospectuses, if any, identified in
<U>Schedule&nbsp;B</U> hereto and the information relating to the number of shares of Common Stock
being offered and the price per Share to the public identified in<U> Schedule&nbsp;C</U> hereto. As
used herein, &#147;<B>Road Show</B>&#148; means a &#147;road show&#148; (as defined in Rule&nbsp;433 under the Securities Act)
relating to the offering of the Offered Shares contemplated hereby that is a &#147;written
communication&#148; (as defined in Rule&nbsp;405 under the Securities Act).


<P align="left" style="font-size: 12pt; text-indent: 4%">All references in this Agreement to the Registration Statements, the Preliminary Prospectus,
any preliminary prospectus, the Base Prospectuses and the Prospectus shall include the documents
incorporated or deemed to be incorporated by reference therein. All references in this Agreement
to financial statements and schedules and other information which are &#147;contained,&#148; &#147;included&#148; or
&#147;stated&#148; in, or &#147;part of&#148; the Registration Statements, the Rule 462(b) Registration Statement, the
Preliminary Prospectus, any preliminary prospectus, the Base Prospectuses, the Time of Sale
Prospectus or the Prospectus, and all other references of like import, shall be deemed to mean and
include all such financial statements and schedules and other information which is or is deemed to
be incorporated by reference in the Registration Statements, the Rule 462(b) Registration
Statement, the Preliminary Prospectus, any preliminary prospectus, the Base Prospectuses, the Time
of Sale Prospectus or the Prospectus, as the case may be. All references in this Agreement to
amendments or supplements to the Registration Statements, the Preliminary Prospectus, any
preliminary prospectus, the Base Prospectuses, the Time of Sale Prospectus or the Prospectus shall
be deemed to mean and include the filing of any document under the Securities Exchange Act of 1934,
as amended, and the rules and regulations promulgated thereunder (collectively, the &#147;<B>Exchange Act</B>&#148;)
that is or is deemed to be incorporated by reference in the Registration Statements, the
Preliminary Prospectus, any preliminary prospectus, the Base Prospectuses, or the Prospectus, as
the case may be. All references in this Agreement to (i)&nbsp;the Registration Statements, the
Preliminary Prospectus, any preliminary prospectus, the Base Prospectuses or the Prospectus, any
amendments or supplements to any of the foregoing, or any free writing prospectus, shall include
any copy thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis and
Retrieval System (&#147;<B>EDGAR</B>&#148;) and (ii)&nbsp;the Prospectus shall be deemed to include any &#147;electronic
Prospectus&#148; provided for use in connection with the offering of the Offered Shares as contemplated
by Section 3(n) of this Agreement.


<P align="center" style="font-size: 10pt; display: none; text-indent: 4%">1
<!-- PAGEBREAK -->

<P align="left" style="font-size: 12pt; text-indent: 4%">In the event that the Company has only one subsidiary, then all references herein to
&#147;subsidiaries&#148; of the Company shall be deemed to refer to such single subsidiary, <U>mutatis</U>
<U>mutandis</U>.

<DIV align="center">
<TABLE style="font-size: 12pt" cellspacing="0" border="0" cellpadding="0" width="95%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="18%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="77%">&nbsp;</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="font-size: 12pt">
    <TD colspan="3" valign="top" align="left">The Company hereby confirms its agreements with the Underwriters as follows:<BR></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px"><B>Section&nbsp;1.</B>
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><B>Representations and Warranties of the Company</B>.</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>


<P align="left" style="font-size: 12pt; text-indent: 4%">The Company hereby represents, warrants and covenants to each Underwriter, as of the date of
this Agreement, as of the First Closing Date (as hereinafter defined) and as of each Option Closing
Date (as hereinafter defined), if any, as follows:


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>(a)&nbsp;</B><B><I>Compliance with Registration Requirements</I></B>. The Registration Statements have become
effective under the Securities Act. The Company has complied to the Commission&#146;s satisfaction with
all requests of the Commission for additional or supplemental information, if any. No stop order
suspending the effectiveness of the Registration Statements is in effect and no proceedings for
such purpose have been instituted or are pending or, to the knowledge of the Company, are
contemplated or threatened by the Commission. At the time the Company&#146;s Annual Report on Form 10-K
for the year ended December&nbsp;31, 2014 (the &#147;<B>Annual Report</B>&#148;) was filed with the Commission, or, if
later, at the time the Registration Statements were originally filed with the Commission, the
Company met the then-applicable requirements for use of Form S-3 under the Securities Act. The
Company meets the requirements for use of Form S-3 under the Securities Act specified in Financial
Industry Regulatory Authority, Inc. (&#147;<B>FINRA</B>&#148;) Conduct Rule&nbsp;5110(b)(7)(C)(i). The documents
incorporated or deemed to be incorporated by reference in the Registration Statements, the Time of
Sale Prospectus and the Prospectus, at the time they were or hereafter are filed with the
Commission, or became effective under the Exchange Act, as the case may be, complied and will
comply in all material respects with the requirements of the Exchange Act.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>(b)&nbsp;</B><B><I>Disclosure</I></B>. Each preliminary prospectus and the Prospectus when filed complied in all
material respects with the Securities Act and, if filed by electronic transmission pursuant to
EDGAR, was identical (except as may be permitted by Regulation&nbsp;S-T under the Securities Act) to the
copy thereof delivered to the Underwriters for use in connection with the offer and sale of the
Offered Shares. Each of the Registration Statements and any post-effective amendment thereto, at
the time it became or becomes effective, complied and will comply in all material respects with the
Securities Act and did not and will not contain any untrue statement of a material fact or omit to
state a material fact required to be stated therein or necessary to make the statements therein not
misleading. As of the Applicable Time, the Time of Sale Prospectus (including any preliminary
prospectus wrapper) did not, and at the First Closing Date (as defined in Section&nbsp;2) and at each
applicable Option Closing Date (as defined in Section&nbsp;2), will not, contain any untrue statement of
a material fact or omit to state a material fact necessary to make the statements therein, in the
light of the circumstances under which they were made, not misleading. The Prospectus (including
any Prospectus wrapper), as of its date, did not, and at the First Closing Date and at each
applicable Option Closing Date, will not, contain any untrue statement of a material fact or omit
to state a material fact necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading. The representations and warranties set
forth in the three immediately preceding sentences do not apply to statements in or omissions from
the Registration Statements or any post-effective amendment thereto, or the Prospectus or the Time
of Sale Prospectus, or any amendments or supplements thereto, made in reliance upon and in
conformity with written information relating to any Underwriter furnished to the Company in writing
by the Representative expressly for use therein, it being understood and agreed that the only such
information consists of the information described in Section 9(b) below. There are no contracts or
other documents required to be described in the Time of Sale Prospectus or the Prospectus or to be
filed as an exhibit to the Registration Statements which have not been described or filed as
required.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>(c)&nbsp;</B><B><I>Free Writing Prospectuses; Road Show</I></B>. As of the determination date referenced in Rule
164(h) under the Securities Act, the Company was not, is not or will not be (as applicable) an
&#147;ineligible issuer&#148; in connection with the offering of the Offered Shares pursuant to Rules&nbsp;164,
405 and 433 under the Securities Act. Each free writing prospectus that the Company is required to
file pursuant to Rule 433(d) under the Securities Act has been, or will be, filed with the
Commission in accordance with the requirements of the Securities Act. Each free writing prospectus
that the Company has filed, or is required to file, pursuant to Rule 433(d) under the Securities
Act or that was prepared by or on behalf of or used or referred to by the Company complies or will
comply in all material respects with the requirements of Rule&nbsp;433 under the Securities Act,
including timely filing with the Commission or retention where required and legending, and each
such free writing prospectus, as of its issue date and at all subsequent times through the
completion of the public offer and sale of the Offered Shares did not, does not and will not
include any information that conflicted, conflicts or will conflict with the information contained
in the Registration Statements, the Prospectus or any preliminary prospectus and not superseded or
modified. Except for the free writing prospectuses, if any, identified in Schedule&nbsp;B, and
electronic road shows, if any, furnished to you before first use, the Company has not prepared,
used or referred to, and will not, without your prior written consent, prepare, use or refer to,
any free writing prospectus. Each Road Show, when considered together with the Time of Sale
Prospectus, did not, as of the Applicable Time, contain any untrue statement of a material fact or
omit to state a material fact necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>(d)&nbsp;</B><B><I>Distribution of Offering Material By the Company</I></B>. Prior to the later of (i)&nbsp;the
expiration or termination of the option granted to the several Underwriters in Section&nbsp;2 and (ii)
the completion of the Underwriters&#146; distribution of the Offered Shares, the Company has not
distributed and will not distribute any offering material in connection with the offering and sale
of the Offered Shares other than the Registration Statements, the Time of Sale Prospectus, the
Prospectus or any free writing prospectus reviewed and consented to by the Representative, and the
free writing prospectuses, if any, identified on Schedule&nbsp;B hereto.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>(e)&nbsp;</B><B><I>The Underwriting Agreement</I></B>. This Agreement has been duly authorized, executed and
delivered by the Company.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>(f)&nbsp;</B><B><I>Authorization of the Offered Shares</I></B>. The Offered Shares have been duly authorized for
issuance and sale pursuant to this Agreement and, when issued and delivered by the Company against
payment therefor pursuant to this Agreement, will be validly issued, fully paid and nonassessable,
and the issuance and sale of the Offered Shares is not subject to any preemptive rights, rights of
first refusal or other similar rights to subscribe for or purchase the Offered Shares.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>(g)&nbsp;</B><B><I>No Applicable Registration or Other Similar Rights</I></B>. There are no persons with
registration or other similar rights to have any equity or debt securities registered for sale
under the Registration Statements or included in the offering contemplated by this Agreement,
except for such rights as have been duly waived.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>(h)&nbsp;</B><B><I>No Material Adverse Change</I></B>. Except as otherwise disclosed in the Registration Statements,
the Time of Sale Prospectus and the Prospectus, subsequent to the respective dates as of which
information is given in the Registration Statements, the Time of Sale Prospectus and the
Prospectus: (i)&nbsp;there has been no material adverse change, or any development that could reasonably
be expected to result in a material adverse change, in the condition, financial or otherwise, or in
the earnings, business, properties, operations, assets, liabilities or prospects, whether or not
arising from transactions in the ordinary course of business, of the Company and its subsidiaries,
considered as one entity (any such change being referred to herein as a &#147;<B>Material Adverse Change</B>&#148;);
(ii)&nbsp;the Company and its subsidiaries, considered as one entity, have not incurred any material
liability or obligation, indirect, direct or contingent, including without limitation any losses or
interference with its business from fire, explosion, flood, earthquakes, accident or other
calamity, whether or not covered by insurance, or from any strike, labor dispute or court or
governmental action, order or decree, that are material, individually or in the aggregate, to the
Company and its subsidiaries, considered as one entity, or has entered into any material
transactions not in the ordinary course of business; and (iii)&nbsp;there has not been any material
decrease in the capital stock or any material increase in any short-term or long-term indebtedness
of the Company or its subsidiaries and there has been no dividend or distribution of any kind
declared, paid or made by the Company or, except for any repurchase or redemption by the Company of
any class of capital stock.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>(i)&nbsp;</B><B><I>Independent Accountants</I></B>. OUM & Co. LLP, which has expressed its opinion with respect to
the financial statements (which term as used in this Agreement includes the related notes thereto)
filed with the Commission as a part of the Registration Statements, the Time of Sale Prospectus and
the Prospectus, is (i)&nbsp;an independent registered public accounting firm as required by the
Securities Act, the Exchange Act, and the rules of the Public Company Accounting Oversight Board
(&#147;<B>PCAOB</B>&#148;), (ii)&nbsp;in compliance with the applicable requirements relating to the qualification of
accountants under Rule&nbsp;2-01 of Regulation&nbsp;S-X under the Securities Act and (iii)&nbsp;to the knowledge
of the Company, a registered public accounting firm as defined by the PCAOB whose registration has
not been suspended or revoked and who has not requested such registration to be withdrawn.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>(j)&nbsp;</B><B><I>Financial Statements</I></B>. The financial statements filed with the Commission as a part of the
Registration Statements, the Time of Sale Prospectus and the Prospectus present fairly the
financial position of the Company and its subsidiaries as of the dates indicated and the results of
their operations, changes in stockholders&#146; equity and cash flows for the periods specified. Such
financial statements have been prepared in conformity with generally accepted accounting principles
as applied in the United States applied on a consistent basis throughout the periods involved,
except as may be expressly stated in the related notes thereto. The interactive data in extensible
Business Reporting Language included or incorporated by reference in the Registration Statements
fairly presents the information called for in all material respects and has been prepared in
accordance with the Commission&#146;s rules and guidelines applicable thereto. No other financial
statements or supporting schedules are required to be included in the Registration Statements, the
Time of Sale Prospectus or the Prospectus. There are no disclosures contained in the Registration
Statements, any preliminary prospectus, the Prospectus or any free writing prospectus that
constitute non-GAAP financial measures (as defined by the rules and regulations under the
Securities Act and the Exchange Act). To the Company&#146;s knowledge, no person who has been suspended
or barred from being associated with a registered public accounting firm, or who has failed to
comply with any sanction pursuant to Rule&nbsp;5300 promulgated by the PCAOB, has participated in or
otherwise aided the preparation of, or audited, the financial statements, supporting schedules or
other financial data filed with the Commission as a part of the Registration Statements, the Time
of Sale Prospectus and the Prospectus.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>(k)&nbsp;</B><B><I>Company&#146;s Accounting System</I></B>. The Company and each of its subsidiaries, as required, make
and keep accurate books and records and maintain a system of internal accounting controls
sufficient to provide reasonable assurance that: (i)&nbsp;transactions are executed in accordance with
management&#146;s general or specific authorization; (ii)&nbsp;transactions are recorded as necessary to
permit preparation of financial statements in conformity with generally accepted accounting
principles as applied in the United States and to maintain accountability for assets; (iii)&nbsp;access
to assets is permitted only in accordance with management&#146;s general or specific authorization; (iv)
the recorded accountability for assets is compared with existing assets at reasonable intervals and
appropriate action is taken with respect to any differences; and (v)&nbsp;the interactive data in
extensible Business Reporting Language included or incorporated by reference in the Registration
Statements, the Time of Sale Prospectus and the Prospectus fairly presents the information called
for in all material respects and is prepared in accordance with the Commission&#146;s rules and
guidelines applicable thereto.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>(l)&nbsp;</B><B><I>Disclosure Controls and Procedures; Deficiencies in or Changes to Internal Control Over
Financial Reporting</I></B>. The Company has established and maintains disclosure controls and procedures
(as defined in Rules&nbsp;13a-15 and 15d-15 under the Exchange Act), which (i)&nbsp;are designed to ensure
that material information relating to the Company and its subsidiaries is made known to the
Company&#146;s principal executive officer and its principal financial officer by others within those
entities, particularly during the periods in which the periodic reports required under the Exchange
Act are being prepared; (ii)&nbsp;have been evaluated by management of the Company for effectiveness as
of the end of the Company&#146;s most recent fiscal quarter; and (iii)&nbsp;are effective in all material
respects to perform the functions for which they were established. Since the end of the Company&#146;s
most recent audited fiscal year, there have been no significant deficiencies or material weakness
in the Company&#146;s internal control over financial reporting (whether or not remediated) and no
change in the Company&#146;s internal control over financial reporting that has materially affected, or
is reasonably likely to materially affect, the Company&#146;s internal control over financial reporting.
The Company is not aware of any change in its internal control over financial reporting that has
occurred during its most recent fiscal quarter that has materially affected, or is reasonably
likely to materially affect, the Company&#146;s internal control over financial reporting.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>(m)&nbsp;</B><B><I>Incorporation and Good Standing of the Company</I></B>. The Company has been duly incorporated
and is validly existing as a corporation in good standing under the laws of the jurisdiction of its
incorporation and has the corporate power and authority to own, lease and operate its properties
and to conduct its business as described in the Registration Statements, the Time of Sale
Prospectus and the Prospectus and to enter into and perform its obligations under this Agreement.
The Company is duly qualified as a foreign corporation to transact business and is in good standing
in the State of Delaware and each other jurisdiction in which such qualification is required,
whether by reason of the ownership or leasing of property or the conduct of business, except where
the failure to be so qualified and in good standing or have such power or authority would not, in
the aggregate, be reasonably expected to result in a Material Adverse Change.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>(n)&nbsp;</B><B><I>Subsidiaries</I></B>. Each of the Company&#146;s &#147;subsidiaries&#148; (for purposes of this Agreement, as
defined in Rule&nbsp;405 under the Securities Act) has been duly incorporated or organized, as the case
may be, and is validly existing as a corporation, partnership or limited liability company, as
applicable, in good standing, if applicable, under the laws of the jurisdiction of its
incorporation or organization and has the power and authority (corporate or other) to own, lease
and operate its properties and to conduct its business. Each of the Company&#146;s subsidiaries is duly
qualified as a foreign corporation, partnership or limited liability company, as applicable, to
transact business and is in good standing in each jurisdiction in which such qualification is
required, whether by reason of the ownership or leasing of property or the conduct of business.
All of the issued and outstanding capital stock or other equity or ownership interests of each of
the Company&#146;s subsidiaries have been duly authorized and validly issued, if applicable, are fully
paid and nonassessable and are owned by the Company, directly or through subsidiaries, free and
clear of any security interest, mortgage, pledge, lien, encumbrance or adverse claim. The
Company&#146;s sole subsidiary is Heron Therapeutics, B.V. (&#147;<B>Heron B.V.</B>&#148;), organized under the laws of
the Netherlands. Heron B.V. has no assets or operations at present. The Company does not own or
control, directly or indirectly, any corporation, association or other entity other than Heron B.V.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>(o)&nbsp;</B><B><I>Capitalization and Other Capital Stock Matters</I></B>. The authorized, issued and outstanding
capital stock of the Company is as set forth in the Registration Statements, the Time of Sale
Prospectus and the Prospectus under the captions &#147;Prospectus Summary &#151; The Offering&#148; and
&#147;Description of Securities to be Registered&#148; (other than for subsequent issuances, if any, pursuant
to employee benefit plans, upon the exercise of outstanding options or warrants or the vesting of
restricted stock units, in each case as described in the Registration Statements, the Time of Sale
Prospectus and the Prospectus). The shares of Common Stock (including the Offered Shares) conform
in all material respects to the description thereof contained in the Time of Sale Prospectus. All
of the issued and outstanding shares of Common Stock have been duly authorized and validly issued,
are fully paid and nonassessable and have been issued in compliance with all federal and state
securities laws. None of the outstanding shares of Common Stock was issued in violation of any
preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase
securities of the Company. There are no authorized or outstanding options, warrants, preemptive
rights, rights of first refusal or other rights to purchase, or equity or debt securities
convertible into or exchangeable or exercisable for, any capital stock of the Company or any of its
subsidiaries other than those described in the Registration Statements, the Time of Sale Prospectus
and the Prospectus. The descriptions of the Company&#146;s stock option, stock bonus and other stock
plans or arrangements, and the options or other rights granted thereunder, set forth in the
Registration Statements, the Time of Sale Prospectus and the Prospectus accurately and fairly
presents the information required to be shown with respect to such plans, arrangements, options and
rights.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>(p)&nbsp;</B><B><I>Stock Exchange Listing</I></B>. The Offered Shares are registered pursuant to Section 12(b) or
12(g) of the Exchange Act, and the Company has taken no action designed to, or likely to have the
effect of, terminating the registration of the Offered Shares under the Exchange Act, nor has the
Company received any notification that the Commission is contemplating terminating such
registration.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>(q)&nbsp;</B><B><I>Non-Contravention of Existing Instruments; No Further Authorizations or Approvals
Required</I></B>. Neither the Company nor any of its subsidiaries is in violation of its charter or
by-laws, or is in default (or, with the giving of notice or lapse of time, would be in default)
(&#147;<B>Default</B>&#148;) under any indenture, loan, credit agreement, note, lease, license agreement, contract,
franchise or other instrument (including, without limitation, any pledge agreement, security
agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating
to indebtedness) to which the Company or any of its subsidiaries is a party or by which it may be
bound, or to which its properties or assets are subject (each, an &#147;<B>Existing Instrument</B>&#148;), except
for such Defaults as could not be expected, individually or in the aggregate, to have a material
adverse effect on the condition (financial or other), earnings, business, properties, operations,
assets, liabilities or prospects of the Company and its subsidiaries, considered as one entity (a
&#147;<B>Material Adverse Effect</B>&#148;). The Company&#146;s execution, delivery and performance of this Agreement,
consummation of the transactions contemplated hereby and by the Registration Statements, the Time
of Sale Prospectus and the Prospectus and the issuance and sale of the Offered Shares (i)&nbsp;have been
duly authorized by all necessary corporate action and will not result in any violation of the
provisions of the charter or by-laws, partnership agreement or operating agreement or similar
organizational documents, as applicable, of the Company or any subsidiary (ii)&nbsp;will not conflict
with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below)
under, or result in the creation or imposition of any lien, charge or encumbrance upon any property
or assets of the Company or any of its subsidiaries pursuant to, or require the consent of any
other party to, any Existing Instrument and (iii)&nbsp;will not result in any violation of any law,
administrative regulation or administrative or court decree applicable to the Company or any of its
subsidiaries, except, in case of each of clauses (ii)&nbsp;and (iii)&nbsp;above, for any such conflict,
breach, violation, Default, lien, charge or encumbrance that would not, individually or in the
aggregate, reasonably be expected to result in a Material Adverse Change. No consent, approval,
authorization or other order of, or registration or filing with, any court or other governmental or
regulatory authority or agency, is required for the Company&#146;s execution, delivery and performance
of this Agreement and consummation of the transactions contemplated hereby and by the Registration
Statements, the Time of Sale Prospectus and the Prospectus, except such as have been obtained or
made by the Company and are in full force and effect under the Securities Act and such as may be
required under applicable state securities or blue sky laws or FINRA. As used herein, a &#147;<B>Debt
Repayment Triggering Event</B>&#148; means any event or condition which gives, or with the giving of notice
or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness
(or any person acting on such holder&#146;s behalf) the right to require the repurchase, redemption or
repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>(r)&nbsp;</B><B><I>Compliance with Laws</I></B>. The Company and its subsidiaries are in compliance with all
applicable laws, rules and regulations, except where failure to be so in compliance could not be
expected, individually or in the aggregate, to have a Material Adverse Effect.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>(s)&nbsp;</B><B><I>No Material Actions or Proceedings</I></B>. Except as otherwise disclosed in the Registration
Statements, the Time of Sale Prospectus and the Prospectus, there is no action, suit, proceeding,
inquiry or investigation brought by or before any governmental entity now pending or, to the
knowledge of the Company, threatened, against or affecting the Company or any of its subsidiaries,
which could be expected, individually or in the aggregate, to have a Material Adverse Effect or
materially and adversely affect the consummation of the transactions contemplated by this Agreement
or the performance by the Company of its obligations hereunder; and the aggregate of all pending
legal or governmental proceedings to which the Company or any such subsidiary is a party or of
which any of their respective properties or assets is the subject, including ordinary routine
litigation incidental to the business, if determined adversely to the Company, are not reasonably
expected to have a Material Adverse Effect. No material labor dispute with the employees of the
Company or any of its subsidiaries, nor, to the Company&#146;s knowledge, with the employees of any
principal supplier, manufacturer, customer or contractor of the Company, exists or, to the
knowledge of the Company, is threatened or imminent.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>(t)&nbsp;</B><B><I>Intellectual Property Rights</I></B>. The Company and its subsidiaries own, or has obtained valid
and enforceable licenses for, the inventions, patent applications, patents, trademarks, trade
names, service names, copyrights, trade secrets and other intellectual property described in the
Registration Statements, the Time of Sale Prospectus and the Prospectus as being owned or licensed
by them or which are necessary for the conduct of its business as currently conducted or as
currently proposed to be conducted (collectively, &#147;<B>Intellectual Property</B>&#148;). Except as would not
reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect: (i)
there are no third parties who have rights to any Intellectual Property, except for customary
reversionary rights of third-party licensors with respect to Intellectual Property that is
disclosed in the Registration Statements, the Time of Sale Prospectus and the Prospectus as
licensed to the Company or one or more of its subsidiaries; and (ii)&nbsp;there is no infringement by
third parties of any Intellectual Property. There is no pending or, to the Company&#146;s knowledge,
threatened action, suit, proceeding or claim by others: (A)&nbsp;challenging the Company&#146;s rights in or
to any Intellectual Property, and the Company is unaware of any facts which would form a reasonable
basis for any such action, suit, proceeding or claim; (B)&nbsp;challenging the validity, enforceability
or scope of any Intellectual Property, and the Company is unaware of any facts which would form a
reasonable basis for any such action, suit, proceeding or claim; or (C)&nbsp;asserting that the Company
or any of its subsidiaries infringes or otherwise violates, or would, upon the commercialization of
any product or service described in the Registration Statements, the Time of Sale Prospectus or the
Prospectus as under development, infringe or violate, any patent, trademark, trade name, service
name, copyright, trade secret or other proprietary rights of others, and the Company is unaware of
any facts which would form a reasonable basis for any such action, suit, proceeding or claim. The
Company and its subsidiaries have complied in all material respects with the terms of each
agreement pursuant to which Intellectual Property has been licensed to the Company or any
subsidiary, and all such agreements are in full force and effect. The product candidates described
in the Registration Statements, the Time of Sale Prospectus and the Prospectus as under development
by the Company or any subsidiary fall within the scope of the claims of one or more patents under
prosecution by, or owned by, or exclusively licensed to, the Company or any subsidiary.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>(u)&nbsp;</B><B><I>All Necessary Permits, etc</I></B>. The Company and its subsidiaries possess such valid and
current certificates, authorizations or permits required by state, federal or foreign regulatory
agencies or bodies to conduct its business as currently conducted and as described in the
Registration Statements, the Time of Sale Prospectus or the Prospectus (&#147;Permits&#148;), except for such
certificates, authorizations or permits which the failure to obtain would not reasonably be
expected to result in a Material Adverse Change. Neither the Company nor any of its subsidiaries
is in violation of, or in default under, any of the Permits, except for such violations or defaults
as would not reasonably be expected to result in a Material Adverse Effect. Neither the Company
nor any of its subsidiaries has received any notice of proceedings relating to the revocation or
modification of, or non-compliance with, any such certificate, authorization or permit, which the
subject of an unfavorable decision, ruling or finding, could result in a Material Adverse Change.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>(v)&nbsp;</B><B><I>Title to Properties</I></B>. The Company and its subsidiaries have good and marketable title to
all of the real and personal property and other assets reflected as owned in the financial
statements referred to in Section 1(j) above (or elsewhere in the Registration Statements, the Time
of Sale Prospectus or the Prospectus), in each case free and clear of any security interests,
mortgages, liens, encumbrances, equities, adverse claims and other defects, except such as do not
materially and adversely affect the value of such property and do not materially interfere with the
use made or proposed to be made of such property by the Company or any of its subsidiaries. The
real property, improvements, equipment and personal property held under lease by the Company or any
of its subsidiaries are held under valid and enforceable leases, with such exceptions as are not
material and do not materially interfere with the use made or proposed to be made of such real
property, improvements, equipment or personal property by the Company or such subsidiary.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>(w)&nbsp;</B><B><I>Tax Law Compliance</I></B>. The Company and its subsidiaries have filed all necessary federal,
state and foreign income and franchise tax returns or have properly requested extensions thereof
and have paid all taxes required to be paid by any of them and, if due and payable, any related or
similar assessment, fine or penalty levied against any of them except as may be being contested in
good faith and by appropriate proceedings, and except for such exceptions as would not be expected,
individually or in the aggregate, to have a Material Adverse Effect. The Company has made adequate
charges, accruals and reserves in the applicable financial statements referred to in Section 1(j)
above in respect of all federal, state and foreign income and franchise taxes for all periods as to
which the tax liability of the Company or any of its subsidiaries has not been finally determined.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>(x)&nbsp;</B><B><I>Insurance</I></B>. Each of the Company and its subsidiaries are insured by recognized and
reputable institutions, with policies in such amounts and with such deductibles and covering such
risks as, in the reasonable judgment of the Company, are adequate and customary for its business
including, but not limited to, policies covering real and personal property owned or leased by the
Company and its subsidiaries against theft, damage, destruction, acts of vandalism and earthquakes
and policies covering the Company and its subsidiaries for product liability claims and clinical
trial liability claims. The Company has no reason to believe that it or any of its subsidiaries
will not be able (i)&nbsp;to renew its existing insurance coverage as and when such policies expire or
(ii)&nbsp;to obtain comparable coverage from similar institutions as may be necessary or appropriate to
conduct its business as now conducted and at a cost that could not be expected to have a Material
Adverse Effect. Neither the Company nor any of its subsidiaries has been denied any insurance
coverage which it has sought or for which it has applied.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>(y)&nbsp;</B><B><I>Compliance with Environmental Laws</I></B>. Except as could not be expected, individually or in
the aggregate, to have a Material Adverse Effect: (i)&nbsp;neither the Company nor any of its
subsidiaries is in violation of any federal, state, local or foreign statute, law, rule,
regulation, ordinance, code, policy or rule of common law or any judicial or administrative
interpretation thereof, including any judicial or administrative order, consent, decree or
judgment, relating to pollution or protection of human health, the environment (including, without
limitation, ambient air, surface water, groundwater, land surface or subsurface strata) or
wildlife, including, without limitation, laws and regulations relating to the release or threatened
release of chemicals, pollutants, contaminants, wastes, toxic substances, hazardous substances,
petroleum or petroleum products (collectively, &#147;<B>Hazardous Materials</B>&#148;) or to the manufacture,
processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous
Materials (collectively, &#147;<B>Environmental Laws</B>&#148;); (ii)&nbsp;the Company and its subsidiaries have all
permits, authorizations and approvals required under any applicable Environmental Laws and are each
in compliance with their requirements; (iii)&nbsp;there are no pending or threatened administrative,
regulatory or judicial actions, suits, demands, demand letters, claims, liens, notices of
noncompliance or violation, investigation or proceedings relating to any Environmental Law against
the Company or any of its subsidiaries; and (iv)&nbsp;there are no events or circumstances that might
reasonably be expected to form the basis of an order for clean-up or remediation, or an action,
suit or proceeding by any private party or governmental body or agency, against or affecting the
Company or any of its subsidiaries relating to Hazardous Materials or any Environmental Laws.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>(z)&nbsp;</B><B><I>ERISA Compliance</I></B>. The Company and its subsidiaries and any &#147;employee benefit plan&#148; (as
defined under the Employee Retirement Income Security Act of 1974, as amended, and the regulations
and published interpretations thereunder (collectively, &#147;<B>ERISA</B>&#148;)) established or maintained by the
Company, its subsidiaries or their &#147;<B>ERISA Affiliates</B>&#148; (as defined below) are in compliance in all
material respects with ERISA. &#147;ERISA Affiliate&#148; means, with respect to the Company or any of its
subsidiaries, any member of any group of organizations described in Sections&nbsp;414(b), (c), (m)&nbsp;or
(o)&nbsp;of the Internal Revenue Code of 1986, as amended, and the regulations and published
interpretations thereunder (the &#147;<B>Code</B>&#148;) of which the Company or such subsidiary is a member. No
&#147;reportable event&#148; (as defined under ERISA) has occurred or is reasonably expected to occur with
respect to any &#147;employee benefit plan&#148; established or maintained by the Company, its subsidiaries
or any of their ERISA Affiliates. No &#147;employee benefit plan&#148; established or maintained by the
Company, its subsidiaries or any of their ERISA Affiliates, if such &#147;employee benefit plan&#148; were
terminated, would have any &#147;amount of unfunded benefit liabilities&#148; (as defined under ERISA).
Neither the Company, its subsidiaries nor any of their ERISA Affiliates has incurred or reasonably
expects to incur any liability under (i)&nbsp;Title IV of ERISA with respect to termination of, or
withdrawal from, any &#147;employee benefit plan&#148; or (ii)&nbsp;Sections&nbsp;412, 4971, 4975 or 4980B of the Code.
Each employee benefit plan established or maintained by the Company, its subsidiaries or any of
their ERISA Affiliates that is intended to be qualified under Section 401(a) of the Code is so
qualified and nothing has occurred, whether by action or failure to act, which would cause the loss
of such qualification.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>(aa)&nbsp;</B><B><I>Company Not an &#147;Investment Company</I></B>.&#148; The Company is not, and will not be, either after
receipt of payment for the Offered Shares or after the application of the proceeds therefrom as
described under &#147;Use of Proceeds&#148; in the Registration Statements, the Time of Sale Prospectus or
the Prospectus, required to register as an &#147;investment company&#148; under the Investment Company Act of
1940, as amended (the &#147;<B>Investment Company Act</B>&#148;).


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>(bb)&nbsp;</B><B><I>No Price Stabilization or Manipulation; Compliance with Regulation&nbsp;M</I></B>. Neither the
Company nor any of its subsidiaries has taken, directly or indirectly, any action designed to or
that might reasonably be expected to cause or result in stabilization or manipulation of the price
of the shares of Common Stock or of any &#147;reference security&#148; (as defined in Rule&nbsp;100 of Regulation
M under the Exchange Act (&#147;<B>Regulation&nbsp;M</B>&#148;)) with respect to the shares of Common Stock, whether to
facilitate the sale or resale of the Offered Shares or otherwise, and has taken no action which
would directly or indirectly violate Regulation&nbsp;M.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>(cc)&nbsp;</B><B><I>Related-Party Transactions</I></B>. There are no business relationships or related-party
transactions involving the Company or any of its subsidiaries or any other person required to be
described in the Registration Statements, the Time of Sale Prospectus or the Prospectus that have
not been described as required.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>(dd)&nbsp;</B><B><I>FINRA Matters</I></B>. All of the information provided to the Underwriters or to counsel for the
Underwriters by the Company, its counsel, its officers and directors in connection with the
offering of the Offered Shares is true, complete and correct in all material respects. To enable
the Underwriters to rely on FINRA Rule&nbsp;5110(b)(7)(C)(i), (i)&nbsp;the Company was subject to the
requirements of Section&nbsp;12 or 15(d) of the Exchange Act and filed all the material required to be
filed pursuant to Sections&nbsp;13, 14 or 15(d) for a period of at least thirty-six calendar months
immediately preceding the date of this Agreement; (ii)&nbsp;the Company filed in a timely manner all
reports required to be filed pursuant to Section&nbsp;13, 14 or 15(d) of the Exchange Act during the
twelve calendar months and any portion of a month immediately preceding the date of this Agreement;
(iii)&nbsp;the aggregate market value of the voting stock held by non-affiliates of the Company was
greater than $100,000,000 as of a date within 60&nbsp;days immediately preceding the date of this
Agreement; and (iv)&nbsp;the Company has annual trading volume of 3,000,000 shares or more.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>(ee)&nbsp;</B><B><I>Parties to Lock-Up Agreements</I></B>. The Company has furnished to the Underwriters a letter
agreement in the form attached hereto as <U>Exhibit&nbsp;A</U> (the &#147;<B>Lock-up Agreement</B>&#148;) from each of
the persons listed on <U>Exhibit&nbsp;B</U>. Such <U>Exhibit&nbsp;B</U> lists under an appropriate caption
the directors and executive officers of the Company. If any additional persons shall become
directors or executive officers of the Company prior to the end of the Company Lock-up Period (as
defined below), the Company shall cause each such person, prior to or contemporaneously with their
appointment or election as a director or executive officer of the Company, to execute and deliver
to Jefferies a Lock-up Agreement.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>(ff)&nbsp;</B><B><I>Statistical and Market-Related Data</I></B>. All statistical, demographic and market-related
data included in the Registration Statements, the Time of Sale Prospectus or the


<P align="center" style="font-size: 10pt; display: none; text-indent: 4%">2
<!-- PAGEBREAK -->

<P align="left" style="font-size: 12pt">Prospectus are based on or derived from sources that the Company believes, after reasonable
inquiry, to be reliable and accurate. To the extent required, the Company has obtained the written
consent to the use of such data from such sources.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>(gg)&nbsp;</B><B><I>No Unlawful Contributions or Other Payments</I></B>. Neither the Company nor any of its
subsidiaries nor, to the best of the Company&#146;s knowledge, any employee or agent of the Company or
any subsidiary, has made any contribution or other payment to any official of, or candidate for,
any federal, state or foreign office in violation of any law or of the character required to be
disclosed in the Registration Statements, the Time of Sale Prospectus or the Prospectus.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>(hh)&nbsp;</B><B><I>Foreign Corrupt Practices Act</I></B>. Neither the Company nor any of its subsidiaries nor, to
the knowledge of the Company, any director, officer, agent, employee, affiliate or other person
acting on behalf of the Company or any of its subsidiaries has, in the course of its actions for,
or on behalf of, the Company or any of its subsidiaries (i)&nbsp;used any corporate funds for any
unlawful contribution, gift, entertainment or other unlawful expenses relating to political
activity; (ii)&nbsp;made any direct or indirect unlawful payment to any domestic government official,
&#147;foreign official&#148; (as defined in the U.S. Foreign Corrupt Practices Act of 1977, as amended, and
the rules and regulations thereunder (collectively, the &#147;<B>FCPA</B>&#148;) or employee from corporate funds;
(iii)&nbsp;violated or is in violation of any provision of the FCPA or any applicable non-U.S.
anti-bribery statute or regulation; or (iv)&nbsp;made any unlawful bribe, rebate, payoff, influence
payment, kickback or other unlawful payment to any domestic government official, such foreign
official or employee; and the Company and its subsidiaries and, to the knowledge of the Company,
the Company&#146;s affiliates have conducted their respective businesses in compliance with the FCPA and
have instituted and maintain policies and procedures designed to ensure, and which are reasonably
expected to continue to ensure, continued compliance therewith.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>(ii)&nbsp;</B><B><I>Money Laundering Laws</I></B>. The operations of the Company and its subsidiaries are, and have
been conducted at all times, in compliance with applicable financial recordkeeping and reporting
requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended, the money
laundering statutes of all applicable jurisdictions, the rules and regulations thereunder and any
related or similar applicable rules, regulations or guidelines, issued, administered or enforced by
any governmental agency (collectively, the &#147;<B>Money Laundering Laws</B>&#148;) and no action, suit or
proceeding by or before any court or governmental agency, authority or body or any arbitrator
involving the Company or any of its subsidiaries with respect to the Money Laundering Laws is
pending or, to the knowledge of the Company, threatened.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>(jj)&nbsp;</B><B><I>OFAC</I></B>. Neither the Company nor any of its subsidiaries nor, to the knowledge of the
Company, any director, officer, agent, employee, affiliate or person acting on behalf of the
Company or any of its subsidiaries is currently subject to any U.S. sanctions administered by the
Office of Foreign Assets Control of the U.S. Treasury Department (&#147;<B>OFAC</B>&#148;); and the Company will not
directly or indirectly use the proceeds of this offering, or lend, contribute or otherwise make
available such proceeds to any subsidiary, or any joint venture partner or other person or entity,
for the purpose of financing the activities of or business with any person, or in any country or
territory, that currently is the subject to any U.S. sanctions administered by OFAC or in any other
manner that will result in a violation by any person (including any person participating in the
transaction whether as underwriter, advisor, investor or otherwise) of U.S. sanctions administered
by OFAC.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>(kk)&nbsp;</B><B><I>Brokers</I></B>. Except pursuant to this Agreement, there is no broker, finder or other party
that is entitled to receive from the Company any brokerage or finder&#146;s fee or other fee or
commission as a result of any transactions contemplated by this Agreement.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>(ll)&nbsp;</B><B><I>Forward-Looking Statements</I></B>. Each financial or operational projection or other &#147;forward-
looking statement&#148; (as defined by Section&nbsp;27A of the Securities Act or Section&nbsp;21E of the Exchange
Act) contained in the Registration Statements, the Time of Sale Prospectus or the Prospectus (i)
was so included by the Company in good faith and with reasonable basis after due consideration by
the Company of the underlying assumptions, estimates and other applicable facts and circumstances
and (ii)&nbsp;is accompanied by meaningful cautionary statements identifying those factors that could
cause actual results to differ materially from those in such forward looking statement. No such
statement was made with the knowledge of an executive officer or director of the Company that it
was false or misleading.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>(mm)&nbsp;</B><B><I>Clinical Data and Regulatory Compliance</I></B>. The preclinical tests and clinical trials, and
other studies (collectively, &#147;studies&#148;) that are described in, or the results of which are referred
to in, the Registration Statements, the Time of Sale Prospectus or the Prospectus were and, if
still pending, are being conducted in all material respects in accordance with the protocols,
procedures and controls designed and approved for such studies and with standard medical and
scientific research procedures; each description of the results of such studies is accurate and
complete in all material respects and fairly presents the data derived from such studies, and the
Company and its subsidiaries have no knowledge of any other studies the results of which are
inconsistent with, or otherwise call into question, the results described or referred to in the
Registration Statements, the Time of Sale Prospectuses or the Prospectus; the Company and its
subsidiaries have made all such filings and obtained all such approvals as may be required by the
Food and Drug Administration of the U.S. Department of Health and Human Services or any committee
thereof or from any other U.S. or foreign government or drug or medical device regulatory agency,
or health care facility Institutional Review Board (collectively, the &#147;<B>Regulatory Agencies</B>&#148;);
neither the Company nor any of its subsidiaries has received any notice of, or correspondence from,
any Regulatory Agency requiring the termination, suspension or modification of any clinical trials
that are described or referred to in the Registration Statements, the Time of Sale Prospectus or
the Prospectus; and the Company and its subsidiaries have each operated and currently are in
compliance in all material respects with all applicable rules, regulations and policies of the
Regulatory Agencies.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>(nn)&nbsp;</B><B><I>No Contract Terminations</I></B>. Neither the Company nor any of its subsidiaries has sent or
received any communication regarding termination of, or intent not to renew, any of the contracts
or agreements referred to or described in any preliminary prospectus, the Prospectus or any free
writing prospectus, or referred to or described in, or filed as an exhibit to, the Registration
Statements, or any document incorporated by reference therein, and no such termination or
non-renewal has been threatened by the Company or any of its subsidiaries or, to the Company&#146;s
knowledge, any other party to any such contract or agreement, which threat of termination or
non-renewal has not been rescinded as of the date hereof.


<P align="left" style="font-size: 12pt; text-indent: 4%">Any certificate signed by any officer of the Company or any of its subsidiaries and delivered
to any Underwriter or to counsel for the Underwriters in connection with the offering, or the
purchase and sale, of the Offered Shares shall be deemed a representation and warranty by the
Company to each Underwriter as to the matters covered thereby.


<P align="left" style="font-size: 12pt; text-indent: 4%">The Company has a reasonable basis for making each of the representations set forth in this
Section&nbsp;1. The Company acknowledges that the Underwriters and, for purposes of the opinions to be
delivered pursuant to Section&nbsp;6 hereof, counsel to the Company and counsel to the Underwriters,
will rely upon the accuracy and truthfulness of the foregoing representations and hereby consents
to such reliance.


<P align="left" style="font-size: 12pt; text-indent: 8%"><B>Section&nbsp;2. Purchase, Sale and Delivery of the Offered Shares</B>.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>(a)&nbsp;</B><B><I>The Firm Shares</I></B>. Upon the terms herein set forth, the Company agrees to issue and sell to
the several Underwriters an aggregate of 4,800,000 Firm Shares. On the basis of the
representations, warranties and agreements herein contained, and upon the terms but subject to the
conditions herein set forth, the Underwriters agree, severally and not jointly, to purchase from
the Company the respective number of Firm Shares set forth opposite their names on <U>Schedule
A</U>. The purchase price per Firm Share to be paid by the several Underwriters to the Company
shall be $23.265 per share.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>(b)&nbsp;</B><B><I>The First Closing Date</I></B>. Delivery of certificates for the Firm Shares to be purchased by
the Underwriters and payment therefor shall be made at the offices of Covington & Burling LLP, 620
Eighth Avenue, New York, NY 10018 (or such other place as may be agreed to by the Company and the
Representative) at 9:00 a.m. New York City time, on June&nbsp;15, 2015, or such other time and date not
later than 1:30 p.m. New York City time, on June&nbsp;29, 2015 as the Representative shall designate by
notice to the Company (the time and date of such closing are called the &#147;<B>First Closing Date</B>&#148;). The
Company hereby acknowledges that circumstances under which the Representative may provide notice to
postpone the First Closing Date as originally scheduled include, but are not limited to, any
determination by the Company or the Representative to recirculate to the public copies of an
amended or supplemented Prospectus or a delay as contemplated by the provisions of Section&nbsp;11.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>(c)&nbsp;</B><B><I>The Optional Shares; Option Closing Date</I></B>. In addition, on the basis of the
representations, warranties and agreements herein contained, and upon the terms but subject to the
conditions herein set forth, the Company hereby grants an option to the several Underwriters to
purchase, severally and not jointly, up to an aggregate of 720,000 Optional Shares from the Company
at the purchase price per share to be paid by the Underwriters for the Firm Shares, less an amount
per share equal to any dividend or distribution declared by the Company and payable on the Firm
Shares but not payable on Optional Shares. The option granted hereunder may be exercised at any
time and from time to time in whole or in part upon notice by the Representative to the Company,
which notice may be given at any time within 30&nbsp;days from the date of this Agreement. Such notice
shall set forth (i)&nbsp;the aggregate number of Optional Shares as to which the Underwriters are
exercising the option, (ii)&nbsp;the names and denominations in which the certificates for the Optional
Shares are to be registered and (iii)&nbsp;the time, date and place at which certificates for the
Optional Shares will be delivered (which time and date may be simultaneous with, but not earlier
than, the First Closing Date; and in the event that such time and date are simultaneous with the
First Closing Date, the term &#147;<B>First Closing Date</B>&#148; shall refer to the time and date of delivery of
certificates for the Firm Shares and such Optional Shares). Any such time and date of delivery, if
subsequent to the First Closing Date, is called an &#147;<B>Option Closing Date</B>,&#148; shall be determined by
the Representative and shall not be earlier than three or later than five full business days after
delivery of such notice of exercise. If any Optional Shares are to be purchased, each Underwriter
agrees, severally and not jointly, to purchase the number of Optional Shares (subject to such
adjustments to eliminate fractional shares as the Representative may determine) that bears the same
proportion to the total number of Optional Shares to be purchased as the number of Firm Shares set
forth on <U>Schedule&nbsp;A</U> opposite the name of such Underwriter bears to the total number of Firm
Shares. The Representative may cancel the option at any time prior to its expiration by giving
written notice of such cancellation to the Company.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>(d)&nbsp;</B><B><I>Public Offering of the Offered Shares</I></B>. The Representative hereby advises the Company that
the Underwriters intend to offer for sale to the public, initially on the terms set forth in the
Registration Statements, the Time of Sale Prospectus and the Prospectus, their respective portions
of the Offered Shares as soon after this Agreement has been executed as the Representative, in its
sole judgment, has determined is advisable and practicable.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>(e)&nbsp;</B><B><I>Payment for the Offered Shares</I></B>.


<P align="left" style="font-size: 12pt; text-indent: 8%">(i)&nbsp;Payment for the Offered Shares shall be made at the First Closing Date (and, if
applicable, at each Option Closing Date) by wire transfer of immediately available funds to the
order of the Company.


<P align="left" style="font-size: 12pt; text-indent: 8%">(ii)&nbsp;It is understood that the Representative has been authorized, for its own account and the
accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of
the purchase price for, the Firm Shares and any Optional Shares the Underwriters have agreed to
purchase. Jefferies, individually and not as the Representative of the Underwriters, may (but
shall not be obligated to) make payment for any Offered Shares to be purchased by any Underwriter
whose funds shall not have been received by the Representative by the First Closing Date or the
applicable Option Closing Date, as the case may be, for the account of such Underwriter, but any
such payment shall not relieve such Underwriter from any of its obligations under this Agreement.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>(f)&nbsp;</B><B><I>Delivery of the Offered Shares</I></B>. The Company shall deliver, or cause to be delivered to
the Representative for the accounts of the several Underwriters certificates for the Firm Shares at
the First Closing Date, against release of a wire transfer of immediately available funds for the
amount of the purchase price therefor. If the Representative so elects, delivery of the Offered
Shares may be made by credit through full fast transfer to the accounts at The Depository Trust
Company designated by the Representative. The Company shall also deliver, or cause to be delivered
to the Representative for the accounts of the several Underwriters, certificates for the Optional
Shares the Underwriters have agreed to purchase at the First Closing Date or the applicable Option
Closing Date, as the case may be, against the release of a wire transfer of immediately available
funds for the amount of the purchase price therefor. The certificates for the Offered Shares shall
be registered in such names and denominations as the Representative shall have requested at least
two full business days prior to the First Closing Date (or the applicable Option Closing Date, as
the case may be) and shall be made available for inspection on the business day preceding the First
Closing Date (or the applicable Option Closing Date, as the case may be) at a location in New York
City as the Representative may designate. Time shall be of the essence, and delivery at the time
and place specified in this Agreement is a further condition to the obligations of the
Underwriters.


<P align="left" style="font-size: 12pt; text-indent: 8%"><B>Section&nbsp;3. Additional Covenants of the Company</B>.


<P align="left" style="font-size: 12pt; text-indent: 4%">The Company further covenants and agrees with each Underwriter as follows:


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>(a)&nbsp;</B><B><I>Delivery of Registration Statements, Time of Sale Prospectus and Prospectus</I></B>. The Company
shall furnish to you in New York City, without charge, prior to 10:00&nbsp;a.m. New York City time on
the business day next succeeding the date of this Agreement and during the period when a prospectus
relating to the Offered Shares is required by the Securities Act to be delivered (whether
physically or through compliance with Rule&nbsp;172 under the Securities Act or any similar rule) in
connection with sales of the Offered Shares, as many copies of the Time of Sale Prospectus, the
Prospectus and any supplements and amendments thereto or to the Registration Statements as you may
reasonably request.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>(b)&nbsp;</B><B><I>Representative&#146;s Review of Proposed Amendments and Supplements</I></B>. During the period when a
prospectus relating to the Offered Shares is required by the Securities Act to be delivered
(whether physically or through compliance with Rule&nbsp;172 under the Securities Act or any similar
rule), the Company (i)&nbsp;will furnish to the Representative for review, a reasonable period of time
prior to the proposed time of filing of any proposed amendment or supplement to the Registration
Statements, a copy of each such amendment or supplement and (ii)&nbsp;will not amend or supplement the
Registration Statements (including any amendment or supplement through incorporation of any report
filed under the Exchange Act) without the Representative&#146;s prior written consent. Prior to
amending or supplementing any preliminary prospectus, the Time of Sale Prospectus or the Prospectus
(including any amendment or supplement through incorporation of any report filed under the Exchange
Act), the Company shall furnish to the Representative for review, a reasonable amount of time prior
to the time of filing or use of the proposed amendment or supplement, a copy of each such proposed
amendment or supplement. The Company shall not file or use any such proposed amendment or
supplement without the Representative&#146;s prior written consent. The Company shall file with the
Commission within the applicable period specified in Rule 424(b) under the Securities Act any
prospectus required to be filed pursuant to such Rule.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>(c)&nbsp;</B><B><I>Free Writing Prospectuses</I></B>. The Company shall furnish to the Representative for review, a
reasonable amount of time prior to the proposed time of filing or use thereof, a copy of each
proposed free writing prospectus or any amendment or supplement thereto prepared by or on behalf
of, used by, or referred to by the Company, and the Company shall not file, use or refer to any
proposed free writing prospectus or any amendment or supplement thereto without the
Representative&#146;s prior written consent. The Company shall furnish to each Underwriter, without
charge, as many copies of any free writing prospectus prepared by or on behalf of, used by or
referred to by the Company as such Underwriter may reasonably request. If at any time when a
prospectus is required by the Securities Act to be delivered (whether physically or through
compliance with Rule&nbsp;172 under the Securities Act or any similar rule) in connection with sales of
the Offered Shares (but in any event if at any time through and including the First Closing Date)
there occurred or occurs an event or development as a result of which any free writing prospectus
prepared by or on behalf of, used by, or referred to by the Company conflicted or would conflict
with the information contained in the Registration Statements or included or would include an
untrue statement of a material fact or omitted or would omit to state a material fact necessary in
order to make the statements therein, in the light of the circumstances prevailing at such time,
not misleading, the Company shall promptly amend or supplement such free writing prospectus to
eliminate or correct such conflict so that the statements in such free writing prospectus as so
amended or supplemented will not include an untrue statement of a material fact or omit to state a
material fact necessary in order to make the statements therein, in the light of the circumstances
prevailing at such time, not misleading, as the case may be; provided, however, that prior to
amending or supplementing any such free writing prospectus, the Company shall furnish to the
Representative for review, a reasonable amount of time prior to the proposed time of filing or use
thereof, a copy of such proposed amended or supplemented free writing prospectus, and the Company
shall not file, use or refer to any such amended or supplemented free writing prospectus without
the Representative&#146;s prior written consent.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>(d)&nbsp;</B><B><I>Filing of Underwriter Free Writing Prospectuses</I></B>. The Company shall not take any action
that would result in an Underwriter or the Company being required to file with the Commission
pursuant to Rule 433(d) under the Securities Act a free writing prospectus prepared by or on behalf
of such Underwriter that such Underwriter otherwise would not have been required to file
thereunder.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>(e)&nbsp;</B><B><I>Amendments and Supplements to Time of Sale Prospectus</I></B>. If the Time of Sale Prospectus is
being used to solicit offers to buy the Offered Shares at a time when the Prospectus is not yet
available to prospective purchasers, and any event shall occur or condition exist as a result of
which it is necessary to amend or supplement the Time of Sale Prospectus so that the Time of Sale
Prospectus does not include an untrue statement of a material fact or omit to state a material fact
necessary in order to make the statements therein, in the light of the circumstances when delivered
to a prospective purchaser, not misleading, or if any event shall occur or condition exist as a
result of which the Time of Sale Prospectus conflicts with the information contained in the
Registration Statements, or if, in the opinion of counsel for the Underwriters, it is necessary to
amend or supplement the Time of Sale Prospectus to comply with applicable law, the Company shall
(subject to Section 3(b) and Section 3(c) hereof) promptly prepare, file with the Commission and
furnish, at its own expense, to the Underwriters and to any dealer upon request, either amendments
or supplements to the Time of Sale Prospectus so that the statements in the Time of Sale Prospectus
as so amended or supplemented will not include an untrue statement of a material fact or omit to
state a material fact necessary in order to make the statements therein, in the light of the
circumstances when delivered to a prospective purchaser, not misleading or so that the Time of Sale
Prospectus, as amended or supplemented, will no longer conflict with the information contained in
the Registration Statements, or so that the Time of Sale Prospectus, as amended or supplemented,
will comply with applicable law.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>(f)&nbsp;</B><B><I>Certain Notifications and Required Actions</I></B>. After the date of this Agreement and during
the period when a prospectus relating to the Offered Shares is required by the Securities Act to be
delivered (whether physically or through compliance with Rule&nbsp;172 under the Securities Act or any
similar rule), the Company shall promptly advise the Representative in writing of: (i)&nbsp;the receipt
of any comments of, or requests for additional or supplemental information from, the Commission;
(ii)&nbsp;the time and date of any filing of any post-effective amendment to the Registration Statements
or any amendment or supplement to any preliminary prospectus, the Time of Sale Prospectus, any free
writing prospectus or the Prospectus; (iii)&nbsp;the time and date that any post-effective amendment to
the Registration Statements becomes effective; and (iv)&nbsp;the issuance by the Commission of any stop
order suspending the effectiveness of the Registration Statements or any post-effective amendment
thereto or any amendment or supplement to any preliminary prospectus, the Time of Sale Prospectus
or the Prospectus or of any order preventing or suspending the use of any preliminary prospectus,
the Time of Sale Prospectus, any free writing prospectus or the Prospectus, or of any proceedings
to remove, suspend or terminate from listing or quotation the shares of Common Stock from any
securities exchange upon which they are listed for trading or included or designated for quotation,
or of the threatening or initiation of any proceedings for any of such purposes. If the Commission
shall enter any such stop order at any time, the Company will use its reasonable best efforts to
obtain the lifting of such order at the earliest possible moment. Additionally, the Company agrees
that it shall comply with all applicable provisions of Rule&nbsp;424(b), Rule&nbsp;433 and Rule&nbsp;430B under
the Securities Act and will use its reasonable efforts to confirm that any filings made by the
Company under Rule 424(b) or Rule&nbsp;433 were received in a timely manner by the Commission.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>(g)&nbsp;</B><B><I>Amendments and Supplements to the Prospectus and Other Securities Act Matters</I></B>. If any
event shall occur or condition exist during the period when a prospectus relating to the Offered
Shares is required by the Securities Act to be delivered (whether physically or through compliance
with Rule&nbsp;172 under the Securities Act or any similar rule) as a result of which it is necessary to
amend or supplement the Prospectus so that the Prospectus does not include an untrue statement of a
material fact or omit to state a material fact necessary in order to make the statements therein,
in the light of the circumstances when the Prospectus is delivered (whether physically or through
compliance with Rule&nbsp;172 under the Securities Act or any similar rule) to a purchaser, not
misleading, or if in the opinion of the Representative or counsel for the Underwriters it is
otherwise necessary to amend or supplement the Prospectus to comply with applicable law, the
Company agrees (subject to Section 3(b) and Section 3(c) hereof) to promptly prepare, file with the
Commission and furnish, at its own expense, to the Underwriters and to any dealer upon request,
amendments or supplements to the Prospectus so that the statements in the Prospectus as so amended
or supplemented will not include an untrue statement of a material fact or omit to state a material
fact necessary in order to make the statements therein, in the light of the circumstances when the
Prospectus is delivered (whether physically or through compliance with Rule&nbsp;172 under the
Securities Act or any similar rule) to a purchaser, not misleading or so that the Prospectus, as
amended or supplemented, will comply with applicable law. Neither the Representative&#146;s consent to,
nor delivery of, any such amendment or supplement shall constitute a waiver of any of the Company&#146;s
obligations under Section 3(b) or Section&nbsp;3(c).


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>(h)&nbsp;</B><B><I>Blue Sky Compliance</I></B>. The Company shall cooperate with the Representative and counsel for
the Underwriters to qualify or register the Offered Shares for sale under (or obtain exemptions
from the application of) the state securities or blue sky laws or Canadian provincial securities
laws of those jurisdictions designated by the Representative, shall comply with such laws and shall
continue such qualifications, registrations and exemptions in effect so long as required for the
distribution of the Offered Shares. The Company shall not be required to qualify as a foreign
corporation or to take any action that would subject it to general service of process in any such
jurisdiction where it is not presently qualified or where it would be subject to taxation as a
foreign corporation. The Company will advise the Representative promptly of the suspension of the
qualification or registration of (or any such exemption relating to) the Offered Shares for
offering, sale or trading in any jurisdiction or any initiation or threat of any proceeding for any
such purpose, and in the event of the issuance of any order suspending such qualification,
registration or exemption, the Company shall use its reasonable best efforts to obtain the
withdrawal thereof at the earliest possible moment.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>(i)&nbsp;</B><B><I>Use of Proceeds</I></B>. The Company shall apply the net proceeds from the sale of the Offered
Shares sold by it in the manner described under the caption &#147;Use of Proceeds&#148; in the Registration
Statements, the Time of Sale Prospectus and the Prospectus.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>(j)&nbsp;</B><B><I>Transfer Agent</I></B>. The Company shall engage and maintain, at its expense, a registrar and
transfer agent for the shares of Common Stock.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>(k)&nbsp;</B><B><I>Earnings Statement</I></B>. The Company will promptly make generally available to its security
holders and to the Representative an earnings statement (which need not be audited) covering a
period of at least twelve months beginning with the first fiscal quarter of the Company commencing
after the date of this Agreement that will satisfy the provisions of Section 11(a) of the
Securities Act and the rules and regulations of the Commission thereunder.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>(l)&nbsp;</B><B><I>Continued Compliance with Securities Laws</I></B>. The Company will comply with the Securities
Act and the Exchange Act so as to permit the completion of the distribution of the Offered Shares
as contemplated by this Agreement, the Registration Statements, the Time of Sale Prospectus and the
Prospectus. Without limiting the generality of the foregoing, the Company will, during the period
when a prospectus relating to the Offered Shares is required by the Securities Act to be delivered
(whether physically or through compliance with Rule&nbsp;172 under the Securities Act or any similar
rule), file on a timely basis with the Commission all reports and documents required to be filed
under the Exchange Act.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>(m)&nbsp;</B><B><I>Listing</I></B>. The Company will use commercially reasonable efforts to list the Offered Shares
on the NASDAQ Capital Market.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>(n)&nbsp;</B><B><I>Company to Provide Copy of the Prospectus in Form&nbsp;That May be Downloaded from the
Internet</I></B>. If requested by the Representative, the Company shall cause to be prepared and
delivered, at its expense, within one business day from the effective date of this Agreement, to
the Representative an &#147;<B>electronic Prospectus</B>&#148; to be used by the Underwriters in connection with the
offering and sale of the Offered Shares. As used herein, the term &#147;electronic Prospectus&#148; means a
form of Time of Sale Prospectus, and any amendment or supplement thereto, that meets each of the
following conditions: (i)&nbsp;it shall be encoded in an electronic format, satisfactory to the
Representative, that may be transmitted electronically by the Representative and the other
Underwriters to offerees and purchasers of the Offered Shares; (ii)&nbsp;it shall disclose the same
information as the paper Time of Sale Prospectus, except to the extent that graphic and image
material cannot be disseminated electronically, in which case such graphic and image material shall
be replaced in the electronic Prospectus with a fair and accurate narrative description or tabular
representation of such material, as appropriate; and (iii)&nbsp;it shall be in or convertible into a
paper format or an electronic format, reasonably satisfactory to Jefferies,


<P align="center" style="font-size: 10pt; display: none; text-indent: 4%">3
<!-- PAGEBREAK -->

<P align="left" style="font-size: 12pt">that will allow investors to store and have continuously ready access to the Time of Sale
Prospectus at any future time, without charge to investors (other than any fee charged for
subscription to the Internet as a whole and for on-line time). The Company hereby confirms that it
has included or will include in the Prospectus filed pursuant to EDGAR or otherwise with the
Commission and in the Registration Statements at the time they were declared effective an
undertaking that, upon receipt of a request by an investor or his or her representative, the
Company shall transmit or cause to be transmitted promptly, without charge, a paper copy of the
Time of Sale Prospectus.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>(o)&nbsp;</B><B><I>Agreement Not to Offer or Sell Additional Shares</I></B>. During the period commencing on and
including the date hereof and continuing through and including the 90th day following the date of
the Prospectus (such period, as extended as described below, being referred to herein as the
&#147;<B>Lock-up Period</B>&#148;), the Company will not, without the prior written consent of Jefferies (which
consent may be withheld in its sole discretion), directly or indirectly: (i)&nbsp;sell, offer to sell,
contract to sell or lend any shares of Common Stock or Related Securities (as defined below); (ii)
effect any short sale, or establish or increase any &#147;put equivalent position&#148; (as defined in Rule
16a-1(h) under the Exchange Act) or liquidate or decrease any &#147;call equivalent position&#148; (as
defined in Rule&nbsp;16a-1(b) under the Exchange Act) of any shares of Common Stock or Related
Securities; (iii)&nbsp;pledge, hypothecate or grant any security interest in any shares of Common Stock
or Related Securities; (iv)&nbsp;in any other way transfer or dispose of any shares of Common Stock or
Related Securities; (v)&nbsp;enter into any swap, hedge or similar arrangement or agreement that
transfers, in whole or in part, the economic risk of ownership of any shares of Common Stock or
Related Securities, regardless of whether any such transaction is to be settled in securities, in
cash or otherwise; (vi)&nbsp;announce the offering of any shares of Common Stock or Related Securities;
(vii)&nbsp;file any registration statement under the Securities Act in respect of any shares of Common
Stock or Related Securities (other than (A)&nbsp;as contemplated by this Agreement with respect to the
Offered Shares or (B)&nbsp;pursuant to a registration statement on Form S-8); or (viii)&nbsp;publicly
announce the intention to do any of the foregoing; provided, however, that the Company may (A)
effect the transactions contemplated hereby, (B)&nbsp;issue shares of Common Stock or Related Securities
in connection with any joint venture, commercial or collaborative relationship or the acquisition
or license by the Company of the securities, businesses, property or other assets of another person
or entity or pursuant to any employee benefit plan assumed by the Company in connection with any
such acquisition; provided, however, that in the case of clause (B), (x)&nbsp;the sum of the aggregate
number of shares of Common Stock of the Company so issued shall not exceed 1,800,000 of shares of
Common Stock and (y)&nbsp;the recipients thereof provide to the Representative a signed Lock-Up
Agreement in the form of <U>Exhibit&nbsp;A</U> hereto and (C)&nbsp;issue shares of Common Stock or options
to purchase shares of Common Stock, or issue shares of Common Stock upon exercise of options,
pursuant to any stock option, stock bonus or other stock plan or arrangement described in the
Registration Statements, the Time of Sale Prospectus and the Prospectus. For purposes of the
foregoing, &#147;<B>Related Securities</B>&#148; shall mean any options or warrants or other rights to acquire
shares of Common Stock or any securities exchangeable or exercisable for or convertible into shares
of Common Stock, or to acquire other securities or rights ultimately exchangeable or exercisable
for, or convertible into, shares of Common Stock. If (i)&nbsp;during the last 17&nbsp;days of the 90-day
initial lock-up period, the Company issues an earnings release or discloses material news or a
material event relating to the Company occurs, or (ii)&nbsp;prior to the expiration of such period, the
Company announces that it will release earnings results during the 16-day period beginning on the
last day of such period, then in each case the Lock-up Period will be extended until the expiration
of the 18-day period beginning on the date of the issuance of the earnings release or the
disclosure of the material news or occurrence of the material event, as applicable, unless
Jefferies waives, in writing, such extension (which waiver may be withheld in its sole discretion).
The Company will provide the Representative with prior notice of any such announcement that gives
rise to an extension of the Lock-up Period.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>(p)&nbsp;</B><B><I>Future Reports to the Representative</I></B>. During the period of five years hereafter, the
Company will furnish to the Representative, c/o Jefferies, at 520 Madison Avenue, New York, New
York 10022, Attention: Global Head of Syndicate: (i)&nbsp;as soon as practicable after the end of each
fiscal year, copies of the Annual Report of the Company containing the balance sheet of the Company
as of the close of such fiscal year and statements of income, stockholders&#146; equity and cash flows
for the year then ended and the opinion thereon of the Company&#146;s independent public or certified
public accountants; (ii)&nbsp;as soon as practicable after the filing thereof, copies of each proxy
statement, Annual Report on Form 10-K, Quarterly Report on Form 10-Q, Current Report on Form 8-K or
other report filed by the Company with the Commission or any securities exchange; and (iii)&nbsp;as soon
as available, copies of any report or communication of the Company furnished or made available
generally to holders of its capital stock; provided, however, that the requirements of this Section
3(p) shall be satisfied to the extent that such reports, statement, communications, financial
statements or other documents are available on EDGAR.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>(q)&nbsp;</B><B><I>Investment Limitation</I></B>. The Company shall not invest or otherwise use the proceeds
received by the Company from its sale of the Offered Shares in such a manner as would require the
Company or any of its subsidiaries to register as an investment company under the Investment
Company Act.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>(r)&nbsp;</B><B><I>No Stabilization or Manipulation; Compliance with Regulation&nbsp;M</I></B>. The Company will not
take, and will ensure that its directors, officers and their affiliates will not take, directly or
indirectly, any action designed to or that might cause or result in stabilization or manipulation
of the price of the shares of Common Stock or any reference security with respect to the shares of
Common Stock, whether to facilitate the sale or resale of the Offered Shares or otherwise, and the
Company will, and shall cause each of its affiliates to, comply with all applicable provisions of
Regulation&nbsp;M.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>(s)&nbsp;</B><B><I>Enforce Lock-Up Agreements</I></B>. During the Lock-up Period, the Company will enforce all
agreements between the Company and any of its security holders that restrict or prohibit, expressly
or in operation, the offer, sale or transfer of shares of Common Stock or Related Securities or any
of the other actions restricted or prohibited under the terms of the form of Lock-up Agreement. In
addition, the Company will direct the transfer agent to place stop transfer restrictions upon any
such securities of the Company that are bound by such &#147;lock-up&#148; agreements for the duration of the
periods contemplated in such agreements, including, without limitation, &#147;lock-up&#148; agreements
entered into by the Company&#146;s officers and directors pursuant to Section 6(i) hereof.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>(t)&nbsp;</B><B><I>Company to Provide Interim Financial Statements</I></B>. Prior to the First Closing Date and each
applicable Option Closing Date, the Company will furnish the Underwriters, as soon as they have
been prepared by or are available to the Company, a copy of any unaudited interim financial
statements of the Company for any period subsequent to the period covered by the most recent
financial statements appearing in the Registration Statements and the Prospectus, provided,
however, that the requirements of this Section 3(t) shall be satisfied to the extent that such
unaudited financial statements are available on EDGAR.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>(u)&nbsp;</B><B><I>Announcement Regarding Lock-ups</I></B>. The Company agrees to announce the Underwriters&#146;
intention to release any director or &#147;officer&#148; (within the meaning of Rule&nbsp;16a-1(f) under the
Exchange Act) of the Company from any of the restrictions imposed by any Lock-Up Agreement, by
issuing, through a major news service, a press release in form and substance satisfactory to the
Representative promptly following the Company&#146;s receipt of any notification from the Representative
in which such intention is indicated, but in any case not later than the close of the third
business day prior to the date on which such release or waiver is to become effective; provided,
however, that nothing shall prevent the Representative, on behalf of the Underwriters, from
announcing the same through a major news service, irrespective of whether the Company has made the
required announcement; and provided, further, that no such announcement shall be made of any
release or waiver granted solely to permit a transfer of securities that is not for consideration
and where the transferee has agreed in writing to be bound by the terms of a Lock-Up Agreement in
the form set forth as <U>Exhibit&nbsp;A</U> hereto.


<P align="left" style="font-size: 12pt; text-indent: 4%">The Representative, on behalf of the several Underwriters, may, in its sole discretion, waive
in writing the performance by the Company of any one or more of the foregoing covenants or extend
the time for their performance.


<P align="left" style="font-size: 12pt; text-indent: 8%"><B>Section&nbsp;4. Payment of Expenses</B>. The Company agrees to pay all costs, fees and expenses
incurred in connection with the performance of its obligations hereunder and in connection with the
transactions contemplated hereby, including without limitation (i)&nbsp;all expenses incident to the
issuance and delivery of the Offered Shares (including all printing and engraving costs), (ii)&nbsp;all
fees and expenses of the registrar and transfer agent of the shares of Common Stock, (iii)&nbsp;all
necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the
Offered Shares to the Underwriters, (iv)&nbsp;all fees and expenses of the Company&#146;s counsel,
independent public or certified public accountants and other advisors, (v)&nbsp;all costs and expenses
incurred in connection with the preparation, printing, filing, shipping and distribution of the
Registration Statements (including financial statements, exhibits, schedules, consents and
certificates of experts), the Time of Sale Prospectus, the Prospectus, each free writing prospectus
prepared by or on behalf of, used by, or referred to by the Company, and each preliminary
prospectus, and all amendments and supplements thereto, and this Agreement, (vi)&nbsp;all filing fees,
attorneys&#146; fees and expenses incurred by the Company or the Underwriters in connection with
qualifying or registering (or obtaining exemptions from the qualification or registration of) all
or any part of the Offered Shares for offer and sale under the state securities or blue sky laws or
the provincial securities laws of Canada, and, if requested by the Representative, preparing and
printing a &#147;Blue Sky Survey&#148; or memorandum and a &#147;Canadian wrapper&#148;, and any supplements thereto,
advising the Underwriters of such qualifications, registrations and exemptions, (vii)&nbsp;the costs,
fees and expenses incurred by the Underwriters in connection with determining their compliance with
the rules and regulations of FINRA related to the Underwriters&#146; participation in the offering and
distribution of the Offered Shares, including any related filing fees and the legal fees of, and
disbursements by, counsel to the Underwriters, (viii)&nbsp;the costs and expenses of the Company
relating to investor presentations on any &#147;road show&#148;, including, without limitation, expenses
associated with the preparation or dissemination of any electronic road show, expenses associated
with the production of road show slides and graphics, fees and expenses of any consultants engaged
in connection with the road show presentations with the prior approval of the Company, travel and
lodging expenses of the representatives, employees and officers of the Company and any such
consultants, and (ix)&nbsp;all other fees, costs and expenses of the nature referred to in Item&nbsp;14 of
Part&nbsp;II of the Registration Statements; provided, however, that the Company shall not be
responsible for any fees or expenses related to clauses (vi)&nbsp;and (vii)&nbsp;in excess of $10,000 in the
aggregate. Except as provided in this Section&nbsp;4 or in Section&nbsp;7, Section&nbsp;9 or Section&nbsp;10 hereof,
the Underwriters shall pay their own expenses, including the fees and disbursements of their
counsel.


<P align="left" style="font-size: 12pt; text-indent: 8%"><B>Section&nbsp;5. Covenant of the Underwriters</B>. Each Underwriter severally and not jointly covenants
with the Company not to take any action that would result in the Company being required to file
with the Commission pursuant to Rule 433(d) under the Securities Act a free writing prospectus
prepared by or on behalf of such Underwriter that otherwise would not, but for such actions, be
required to be filed by the Company under Rule&nbsp;433(d).


<P align="left" style="font-size: 12pt; text-indent: 8%"><B>Section&nbsp;6. Conditions of the Obligations of the Underwriters</B>. The respective obligations of
the several Underwriters hereunder to purchase and pay for the Offered Shares as provided herein on
the First Closing Date and, with respect to the Optional Shares, each Option Closing Date, shall be
subject to the accuracy of the representations and warranties on the part of the Company set forth
in Section&nbsp;1 hereof as of the date hereof and as of the First Closing Date as though then made and,
with respect to the Optional Shares, as of each Option Closing Date as though then made, to the
timely performance by the Company of its covenants and other obligations hereunder, and to each of
the following additional conditions:


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>(a)&nbsp;</B><B><I>Comfort Letter</I></B>. On the date hereof, the Representative shall have received from OUM & Co.
LLP, independent registered public accountants for the Company, a letter dated the date hereof
addressed to the Underwriters, in form and substance satisfactory to the Representative, containing
statements and information of the type ordinarily included in accountant&#146;s &#147;comfort letters&#148; to
underwriters, delivered according to Statement of Auditing Standards No.&nbsp;72 (or any successor
bulletin), with respect to the audited and unaudited financial statements and certain financial
information contained in the Registration Statements, the Time of Sale Prospectus, and each free
writing prospectus, if any.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>(b)&nbsp;</B><B><I>Compliance with Registration Requirements; No Stop Order; No Objection from FINRA.</I></B>


<P align="left" style="font-size: 12pt; text-indent: 8%">(i)&nbsp;The Company shall have filed the Prospectus with the Commission (including the information
required by Rule&nbsp;430B under the Securities Act) in the manner and within the time period required
by Rule 424(b) under the Securities Act.


<P align="left" style="font-size: 12pt; text-indent: 8%">(ii)&nbsp;No stop order suspending the effectiveness of the Registration Statements or any
post-effective amendment to the Registration Statements shall be in effect, and no proceedings for
such purpose shall have been instituted or threatened by the Commission.


<P align="left" style="font-size: 12pt; text-indent: 8%">(iii)&nbsp;If a filing has been made with FINRA, FINRA shall have raised no objection to the
fairness and reasonableness of the underwriting terms and arrangements.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>(c)&nbsp;</B><B><I>No Material Adverse Change</I></B>. For the period from and after the date of this Agreement and
through and including the First Closing Date and, with respect to any Optional Shares purchased
after the First Closing Date, each Option Closing Date in the judgment of the Representative there
shall not have occurred any Material Adverse Change.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>(d)&nbsp;</B><B><I>Opinion of Counsel for the Company</I></B>. On each of the First Closing Date and each Option
Closing Date the Representative shall have received the opinion of Gibson, Dunn & Crutcher LLP,
counsel for the Company, dated as of such date, in a form reasonably satisfactory to the
Representative.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>(e)&nbsp;</B><B><I>Opinion of Intellectual Property Counsel for the Company</I></B>. On each of the First Closing
Date and each Option Closing Date, the Representative shall have received the opinion of McDermott
Will & Emery LLP, counsel for the Company with respect to intellectual property matters, dated as
of such date, in a form reasonably satisfactory to the Representative.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>(f)&nbsp;</B><B><I>Opinion of Counsel for the Underwriters</I></B>. On each of the First Closing Date and each
Option Closing Date the Representative shall have received the opinion of Covington & Burling LLP,
counsel for the Underwriters in connection with the offer and sale of the Offered Shares, in form
and substance satisfactory to the Underwriters, dated as of such date, with executed copies for
each of the other Underwriters named on the Prospectus cover page.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>(g)&nbsp;</B><B><I>Officers&#146; Certificate</I></B>. On each of the First Closing Date and each Option Closing Date,
the Representative shall have received a certificate executed by the Chief Executive Officer or
President of the Company and the Chief Financial Officer of the Company, dated as of such date, to
the effect set forth in Section&nbsp;6(b)(ii) and further to the effect that:


<P align="left" style="font-size: 12pt; text-indent: 8%">(i)&nbsp;for the period from and including the date of this Agreement through and including such
date, there has not occurred any Material Adverse Change;


<P align="left" style="font-size: 12pt; text-indent: 8%">(ii)&nbsp;the representations, warranties and covenants of the Company set forth in Section&nbsp;1 of
this Agreement are true and correct with the same force and effect as though expressly made on and
as of such date; and


<P align="left" style="font-size: 12pt; text-indent: 8%">(iii)&nbsp;the Company has complied with all the agreements hereunder and satisfied all the
conditions on its part to be performed or satisfied hereunder at or prior to such date.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>(h)&nbsp;</B><B><I>Bring-down Comfort Letter</I></B>. On each of the First Closing Date and each Option Closing Date
the Representative shall have received from OUM & Co. LLP, independent registered public
accountants for the Company, a letter dated such date, in form and substance satisfactory to the
Representative, which letter shall: (i)&nbsp;reaffirm the statements made in the letter furnished by
them pursuant to Section&nbsp;6(a), except that the specified date referred to therein for the carrying
out of procedures shall be no more than three business days prior to the First Closing Date or the
applicable Option Closing Date, as the case may be; and (ii)&nbsp;cover certain financial information
contained in the Prospectus.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>(i)&nbsp;</B><B><I>Lock-Up Agreements</I></B>. On or prior to the date hereof, the Company shall have furnished to
the Representative an agreement in the form of <U>Exhibit&nbsp;A</U> hereto from each of the persons
listed on <U>Exhibit&nbsp;B</U> hereto, and each such agreement shall be in full force and effect on
each of the First Closing Date and each Option Closing Date.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>(j)&nbsp;</B><B><I>Additional Documents</I></B>. On or before each of the First Closing Date and each Option Closing
Date, the Representative and counsel for the Underwriters shall have received such information,
documents and opinions as they may reasonably request for the purposes of enabling them to pass
upon the issuance and sale of the Offered Shares as contemplated herein, or in order to evidence
the accuracy of any of the representations and warranties, or the satisfaction of any of the
conditions or agreements, herein contained; and all proceedings taken by the Company in connection
with the issuance and sale of the Offered Shares as contemplated herein and in connection with the
other transactions contemplated by this Agreement shall be reasonably satisfactory in form and
substance to the Representative and counsel for the Underwriters.


<P align="left" style="font-size: 12pt; text-indent: 4%">If any condition specified in this Section&nbsp;6 is not satisfied when and as required to be
satisfied and is not waived by the Representative, this Agreement may be terminated by the
Representative by notice from Jefferies to the Company at any time on or prior to the First Closing
Date and, with respect to the Optional Shares, at any time on or prior to the applicable Option
Closing Date, which termination shall be without liability on the part of any party to any other
party, except that Section&nbsp;4, Section&nbsp;7, Section&nbsp;9 and Section&nbsp;10 shall at all times be effective
and shall survive such termination.


<P align="left" style="font-size: 12pt; text-indent: 8%"><B>Section&nbsp;7. Reimbursement of Underwriters&#146; Expenses</B>. If this Agreement is terminated by the
Representative pursuant to Section&nbsp;6, Section&nbsp;11 or Section&nbsp;12, or if the sale to the Underwriters
of the Offered Shares on the First Closing Date is not consummated because of any refusal,
inability or failure on the part of the Company to perform any agreement herein or to comply with
any provision hereof, the Company agrees to reimburse the Representative and the other Underwriters
(or such Underwriters as have terminated this Agreement with respect to themselves), severally,
upon demand for all out-of-pocket expenses that shall have been reasonably incurred by the
Representative and the Underwriters in connection with the proposed purchase and the offering and
sale of the Offered Shares, including, but not limited to, fees and disbursements of counsel,
printing expenses, travel expenses, postage, facsimile and telephone charges.


<P align="left" style="font-size: 12pt; text-indent: 8%"><B>Section&nbsp;8. Effectiveness of this Agreement</B>. This Agreement shall become effective upon the
execution and delivery hereof by the parties hereto.


<P align="left" style="font-size: 12pt; text-indent: 8%"><B>Section&nbsp;9. Indemnification</B>.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>(a)&nbsp;</B><B><I>Indemnification of the Underwriters</I></B>. The Company agrees to indemnify and hold harmless
each Underwriter, its affiliates, directors, officers, employees and agents, and each person, if
any, who controls any Underwriter within the meaning of the Securities Act or the Exchange Act
against any loss, claim, damage, liability or expense, as incurred, to which such Underwriter or
such affiliate, director, officer, employee, agent or controlling person may become subject, under
the Securities Act, the Exchange Act, other federal or state statutory law


<P align="center" style="font-size: 10pt; display: none; text-indent: 4%">4
<!-- PAGEBREAK -->

<P align="left" style="font-size: 12pt">or regulation, or the laws or regulations of foreign jurisdictions where Offered Shares have
been offered or sold or at common law or otherwise (including in settlement of any litigation, if
such settlement is effected with the written consent of the Company, insofar as such loss, claim,
damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or
is based upon (i)&nbsp;any untrue statement or alleged untrue statement of a material fact contained in
the Registration Statements, or any amendment thereto, or the omission or alleged omission to state
therein a material fact required to be stated therein or necessary to make the statements therein
not misleading; or (ii)&nbsp;any untrue statement or alleged untrue statement of a material fact
included in any preliminary prospectus, the Time of Sale Prospectus, any free writing prospectus
that the Company has used, referred to or filed, or is required to file, pursuant to Rule 433(d) of
the Securities Act, any Marketing Material (as defined below) or the Prospectus (or any amendment
or supplement to the foregoing), or the omission or alleged omission to state therein a material
fact necessary in order to make the statements, in the light of the circumstances under which they
were made, not misleading; or (iii)&nbsp;any act or failure to act or any alleged act or failure to act
by any Underwriter in connection with, or relating in any manner to, the Offered Shares or the
offering contemplated hereby, and which is included as part of or referred to in any loss, claim,
damage, liability or action arising out of or based upon any matter covered by clause (i)&nbsp;or (ii)
above; and to reimburse each Underwriter and each such affiliate, director, officer, employee,
agent and controlling person for any and all expenses (including the reasonable fees and
disbursements of counsel) as such expenses are reasonably incurred by such Underwriter or such
affiliate, director, officer, employee, agent or controlling person in connection with
investigating, defending, settling, compromising or paying any such loss, claim, damage, liability,
expense or action; provided, however, that the foregoing indemnity agreement shall not apply to any
loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or
based upon any untrue statement or alleged untrue statement or omission or alleged omission made in
reliance upon and in conformity with information relating to any Underwriter furnished to the
Company by the Representative in writing expressly for use in the Registration Statements, any
preliminary prospectus, the Time of Sale Prospectus, any such free writing prospectus, any
Marketing Material or the Prospectus (or any amendment or supplement thereto), it being understood
and agreed that the only such information consists of the information described in Section 9(b)
below. The indemnity agreement set forth in this Section 9(a) shall be in addition to any
liabilities that the Company may otherwise have. &#147;Marketing Materials&#148; means any materials or
information provided to investors by, or with the approval of, the Company in connection with the
marketing of the offering of the Offered Shares, including any road show or investor presentations
made to investors by the Company (whether in person or electronically).


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>(b)&nbsp;</B><B><I>Indemnification of the Company, its Directors and Officers</I></B>. Each Underwriter agrees,
severally and not jointly, to indemnify and hold harmless the Company, each of its directors, each
of its officers who signed the Registration Statements and each person, if any, who controls the
Company within the meaning of the Securities Act or the Exchange Act, against any loss, claim,
damage, liability or expense, as incurred, to which the Company, or any such director, officer or
controlling person may become subject, under the Securities Act, the Exchange Act, or other federal
or state statutory law or regulation, or at common law or otherwise (including in settlement of any
litigation, if such settlement is effected with the written consent of such Underwriter), insofar
as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated
below) arises out of or is based upon (i)&nbsp;any untrue statement or alleged untrue statement of a
material fact contained in the Registration Statements, or any amendment thereto, or any omission
or alleged omission to state therein a material fact required to be stated therein or necessary to
make the statements therein not misleading or (ii)&nbsp;any untrue statement or alleged untrue statement
of a material fact included in any preliminary prospectus, the Time of Sale Prospectus, any free
writing prospectus that the Company has used, referred to or filed, or is required to file,
pursuant to Rule&nbsp;433 of the Securities Act or the Prospectus (or any such amendment or supplement)
or the omission or alleged omission to state therein a material fact necessary in order to make the
statements, in the light of the circumstances under which they were made, not misleading, in each
case to the extent, but only to the extent, that such untrue statement or alleged untrue statement
or omission or alleged omission was made in the Registration Statements, such preliminary
prospectus, the Time of Sale Prospectus, such free writing prospectus or the Prospectus (or any
such amendment or supplement), in reliance upon and in conformity with information relating to such
Underwriter furnished to the Company by the Representative in writing expressly for use therein;
and to reimburse the Company, or any such director, officer or controlling person for any and all
expenses (including the reasonable fees and disbursements of counsel) as such expenses are
reasonably incurred by the Company, or any such director, officer or controlling person in
connection with investigating, defending, settling, compromising or paying any such loss, claim,
damage, liability, expense or action. The Company hereby acknowledges that the only information
that the Representative has furnished to the Company expressly for use in the Registration
Statements, any preliminary prospectus, the Time of Sale Prospectus, any free writing prospectus
that the Company has filed, or is required to file, pursuant to Rule 433(d) of the Securities Act
or the Prospectus (or any amendment or supplement to the foregoing) are the statements set forth in
the first sentence in the third paragraph, the first two sentences of the first paragraph under the
title &#147;Commissions and Expenses&#148; and the statements in the first and fifth paragraphs immediately
below the title &#147;Stabilization,&#148; in each case under the caption &#147;Underwriting&#148; in the Preliminary
Prospectus Supplement and the Final Prospectus Supplement. The indemnity agreement set forth in
this Section 9(b) shall be in addition to any liabilities that each Underwriter may otherwise have.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>(c)&nbsp;</B><B><I>Notifications and Other Indemnification Procedures</I></B>. Promptly after receipt by an
indemnified party under this Section&nbsp;9 of notice of the commencement of any action, such
indemnified party will, if a claim in respect thereof is to be made against an indemnifying party
under this Section&nbsp;9, notify the indemnifying party in writing of the commencement thereof, but the
omission so to notify the indemnifying party will not relieve the indemnifying party from any
liability which it may have to any indemnified party to the extent the indemnifying party is not
materially prejudiced as a proximate result of such failure and shall not in any event relieve the
indemnifying party from any liability that it may have otherwise than on account of this indemnity
agreement. In case any such action is brought against any indemnified party and such indemnified
party seeks or intends to seek indemnity from an indemnifying party, the indemnifying party will be
entitled to participate in, and, to the extent that it shall elect, jointly with all other
indemnifying parties similarly notified, by written notice delivered to the indemnified party
promptly after receiving the aforesaid notice from such indemnified party, to assume the defense
thereof with counsel reasonably satisfactory to such indemnified party; provided, however, that if
the defendants in any such action include both the indemnified party and the indemnifying party and
the indemnified party shall have reasonably concluded that a conflict may arise between the
positions of the indemnifying party and the indemnified party in conducting the defense of any such
action or that there may be legal defenses available to it and/or other indemnified parties which
are different from or additional to those available to the indemnifying party, the indemnified
party or parties shall have the right to select separate counsel to assume such legal defenses and
to otherwise participate in the defense of such action on behalf of such indemnified party or
parties. Upon receipt of notice from the indemnifying party to such indemnified party of such
indemnifying party&#146;s election so to assume the defense of such action and approval by the
indemnified party of counsel, the indemnifying party will not be liable to such indemnified party
under this Section&nbsp;9 for any legal or other expenses subsequently incurred by such indemnified
party in connection with the defense thereof unless (i)&nbsp;the indemnified party shall have employed
separate counsel in accordance with the proviso to the preceding sentence (it being understood,
however, that the indemnifying party shall not be liable for the fees and expenses of more than one
separate counsel (together with local counsel), representing the indemnified parties who are
parties to such action), which counsel (together with any local counsel) for the indemnified
parties shall be selected by Jefferies (in the case of counsel for the indemnified parties referred
to in Section 9(a) above) or by the Company (in the case of counsel for the indemnified parties
referred to in Section 9(b) above)) or (ii)&nbsp;the indemnifying party shall not have employed counsel
satisfactory to the indemnified party to represent the indemnified party within a reasonable time
after notice of commencement of the action or (iii)&nbsp;the indemnifying party has authorized in
writing the employment of counsel for the indemnified party at the expense of the indemnifying
party, in each of which cases the fees and expenses of counsel shall be at the expense of the
indemnifying party and shall be paid as they are incurred.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>(d)&nbsp;</B><B><I>Settlements</I></B>. The indemnifying party under this Section&nbsp;9 shall not be liable for any
settlement of any proceeding effected without its written consent, but if settled with such consent
or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the
indemnified party against any loss, claim, damage, liability or expense by reason of such
settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified
party shall have requested an indemnifying party to reimburse the indemnified party for fees and
expenses of counsel as contemplated by Section 9(c) hereof, the indemnifying party shall be liable
for any settlement of any proceeding effected without its written consent if (i)&nbsp;such settlement is
entered into more than 30&nbsp;days after receipt by such indemnifying party of the aforesaid request
and (ii)&nbsp;such indemnifying party shall not have reimbursed the indemnified party in accordance with
such request prior to the date of such settlement. No indemnifying party shall, without the prior
written consent of the indemnified party, effect any settlement, compromise or consent to the entry
of judgment in any pending or threatened action, suit or proceeding in respect of which any
indemnified party is or could have been a party and indemnity was or could have been sought
hereunder by such indemnified party, unless such settlement, compromise or consent includes an
unconditional release of such indemnified party from all liability on claims that are the subject
matter of such action, suit or proceeding and does not include an admission of fault or culpability
or a failure to act by or on behalf of such indemnified party.


<P align="left" style="font-size: 12pt; text-indent: 8%"><B>Section&nbsp;10. Contribution</B>. If the indemnification provided for in Section&nbsp;9 is for any reason
held to be unavailable to or otherwise insufficient to hold harmless an indemnified party in
respect of any losses, claims, damages, liabilities or expenses referred to therein, then each
indemnifying party shall contribute to the aggregate amount paid or payable by such indemnified
party, as incurred, as a result of any losses, claims, damages, liabilities or expenses referred to
therein (i)&nbsp;in such proportion as is appropriate to reflect the relative benefits received by the
Company, on the one hand, and the Underwriters, on the other hand, from the offering of the Offered
Shares pursuant to this Agreement or (ii)&nbsp;if the allocation provided by clause (i)&nbsp;above is not
permitted by applicable law, in such proportion as is appropriate to reflect not only the relative
benefits referred to in clause (i)&nbsp;above but also the relative fault of the Company, on the one
hand, and the Underwriters, on the other hand, in connection with the statements or omissions which
resulted in such losses, claims, damages, liabilities or expenses, as well as any other relevant
equitable considerations. The relative benefits received by the Company, on the one hand, and the
Underwriters, on the other hand, in connection with the offering of the Offered Shares pursuant to
this Agreement shall be deemed to be in the same respective proportions as the total proceeds from
the offering of the Offered Shares pursuant to this Agreement (before deducting expenses) received
by the Company, and the total underwriting discounts and commissions received by the Underwriters,
in each case as set forth on the front cover page of the Prospectus, bear to the aggregate initial
public offering price of the Offered Shares as set forth on such cover. The relative fault of the
Company, on the one hand, and the Underwriters, on the other hand, shall be determined by reference
to, among other things, whether any such untrue or alleged untrue statement of a material fact or
omission or alleged omission to state a material fact relates to information supplied by the
Company, on the one hand, or the Underwriters, on the other hand, and the parties&#146; relative intent,
knowledge, access to information and opportunity to correct or prevent such statement or omission.


<P align="left" style="font-size: 12pt; text-indent: 4%">The amount paid or payable by a party as a result of the losses, claims, damages, liabilities
and expenses referred to above shall be deemed to include, subject to the limitations set forth in
Section&nbsp;9(c), any legal or other fees or expenses reasonably incurred by such party in connection
with investigating or defending any action or claim. The provisions set forth in Section 9(c) with
respect to notice of commencement of any action shall apply if a claim for contribution is to be
made under this Section&nbsp;10; provided, however, that no additional notice shall be required with
respect to any action for which notice has been given under Section 9(c) for purposes of
indemnification.


<P align="left" style="font-size: 12pt; text-indent: 4%">The Company and the Underwriters agree that it would not be just and equitable if contribution
pursuant to this Section&nbsp;10 were determined by pro rata allocation (even if the Underwriters were
treated as one entity for such purpose) or by any other method of allocation which does not take
account of the equitable considerations referred to in this Section&nbsp;10.


<P align="left" style="font-size: 12pt; text-indent: 4%">Notwithstanding the provisions of this Section&nbsp;10, no Underwriter shall be required to
contribute any amount in excess of the underwriting discounts and commissions received by such
Underwriter in connection with the Offered Shares underwritten by it and distributed to the public.
No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the
Securities Act) shall be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation. The Underwriters&#146; obligations to contribute pursuant to this Section
10 are several, and not joint, in proportion to their respective underwriting commitments as set
forth opposite their respective names on <U>Schedule&nbsp;A</U>. For purposes of this Section&nbsp;10, each
affiliate, director, officer, employee and agent of an Underwriter and each person, if any, who
controls an Underwriter within the meaning of the Securities Act or the Exchange Act shall have the
same rights to contribution as such Underwriter, and each director of the Company, each officer of
the Company who signed the Registration Statements, and each person, if any, who controls the
Company within the meaning of the Securities Act and the Exchange Act shall have the same rights to
contribution as the Company.


<P align="left" style="font-size: 12pt; text-indent: 8%"><B>Section&nbsp;11. Default of One or More of the Several Underwriters</B>. If, on the First Closing Date
or any Option Closing Date, any one or more of the several Underwriters shall fail or refuse to
purchase Offered Shares that it or they have agreed to purchase hereunder on such date, and the
aggregate number of Offered Shares which such defaulting Underwriter or Underwriters agreed but
failed or refused to purchase does not exceed 10% of the aggregate number of the Offered Shares to
be purchased on such date, the Representative may make arrangements satisfactory to the Company for
the purchase of such Offered Shares by other persons, including any of the Underwriters, but if no
such arrangements are made by such Closing Date, the other Underwriters shall be obligated,
severally and not jointly, in the proportions that the number of Firm Shares set forth opposite
their respective names on <U>Schedule&nbsp;A</U> bears to the aggregate number of Firm Shares set forth
opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be
specified by the Representative with the consent of the non-defaulting Underwriters, to purchase
the Offered Shares which such defaulting Underwriter or Underwriters agreed but failed or refused
to purchase on such date. If, on the First Closing Date or any Option Closing Date, any one or
more of the Underwriters shall fail or refuse to purchase Offered Shares and the aggregate number
of Offered Shares with respect to which such default occurs exceeds 10% of the aggregate number of
Offered Shares to be purchased on such date, and arrangements satisfactory to the Representative
and the Company for the purchase of such Offered Shares are not made within 48 hours after such
default, this Agreement shall terminate without liability of any party to any other party except
that the provisions of Section&nbsp;4, Section&nbsp;7, Section&nbsp;9 and Section&nbsp;10 shall at all times be
effective and shall survive such termination. In any such case either the Representative or the
Company shall have the right to postpone the First Closing Date or the applicable Option Closing
Date, as the case may be, but in no event for longer than seven days in order that the required
changes, if any, to the Registration Statements and the Prospectus or any other documents or
arrangements may be effected.


<P align="left" style="font-size: 12pt; text-indent: 4%">As used in this Agreement, the term &#147;Underwriter&#148; shall be deemed to include any person
substituted for a defaulting Underwriter under this Section&nbsp;11. Any action taken under this
Section&nbsp;11 shall not relieve any defaulting Underwriter from liability in respect of any default of
such Underwriter under this Agreement.


<P align="left" style="font-size: 12pt; text-indent: 8%"><B>Section&nbsp;12. Termination of this Agreement</B>. Prior to the purchase of the Firm Shares by the
Underwriters on the First Closing Date, this Agreement may be terminated by Jefferies by notice
given to the Company if at any time: (i)&nbsp;trading or quotation in any of the Company&#146;s securities
shall have been suspended or limited by the Commission or by the OTC Bulletin Board, or trading in
securities generally on either the Nasdaq Stock Market or the New York Stock Exchange shall have
been suspended or limited, or minimum or maximum prices shall have been generally established on
any of such stock exchanges; (ii)&nbsp;a general banking moratorium shall have been declared by any of
federal, New York, Delaware or California authorities; (iii)&nbsp;there shall have occurred any outbreak
or escalation of national or international hostilities or any crisis or calamity, or any change in
the United States or international financial markets, or any substantial change or development
involving a prospective substantial change in United States&#146; or international political, financial
or economic conditions, as in the judgment of Jefferies is material and adverse and makes it
impracticable to market the Offered Shares in the manner and on the terms described in the Time of
Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (iv)&nbsp;in the
judgment of Jefferies there shall have occurred any Material Adverse Change; or (v)&nbsp;the Company
shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such
character as in the judgment of Jefferies may interfere materially with the conduct of the business
and operations of the Company regardless of whether or not such loss shall have been insured. Any
termination pursuant to this Section&nbsp;12 shall be without liability on the part of (a)&nbsp;the Company
to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the
Representative and the Underwriters pursuant to Section&nbsp;4 or Section&nbsp;7 hereof or (b)&nbsp;any
Underwriter to the Company; provided, however, that the provisions of Section&nbsp;9 and Section&nbsp;10
shall at all times be effective and shall survive such termination.


<P align="left" style="font-size: 12pt; text-indent: 8%"><B>Section&nbsp;13. No Advisory or Fiduciary Relationship</B>. The Company acknowledges and agrees that
(a)&nbsp;the purchase and sale of the Offered Shares pursuant to this Agreement, including the
determination of the public offering price of the Offered Shares and any related discounts and
commissions, is an arm&#146;s-length commercial transaction between the Company, on the one hand, and
the several Underwriters, on the other hand, (b)&nbsp;in connection with the offering contemplated
hereby and the process leading to such transaction, each Underwriter is and has been acting solely
as a principal and is not the agent or fiduciary of the Company, or its stockholders, creditors,
employees or any other party, (c)&nbsp;no Underwriter has assumed or will assume an advisory or
fiduciary responsibility in favor of the Company with respect to the offering contemplated hereby
or the process leading thereto (irrespective of whether such Underwriter has advised or is
currently advising the Company on other matters) and no Underwriter has any obligation to the
Company with respect to the offering contemplated hereby except the obligations expressly set forth
in this Agreement, (d)&nbsp;the Underwriters and their respective affiliates may be engaged in a broad
range of transactions that involve interests that differ from those of the Company, and (e)&nbsp;the
Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the
offering contemplated hereby and the Company has consulted its own legal, accounting, regulatory
and tax advisors to the extent it deemed appropriate.


<P align="left" style="font-size: 12pt; text-indent: 8%"><B>Section&nbsp;14. Representations and Indemnities to Survive Delivery</B>. The respective indemnities,
agreements, representations, warranties and other statements of the Company, of its officers and of
the several Underwriters set forth in or made pursuant to this Agreement will remain in full force
and effect, regardless of any investigation made by or on behalf of any Underwriter or the Company
or any of its or their partners, officers or directors or any controlling person, as the case may
be, and, anything herein to the contrary notwithstanding, will survive delivery of and payment for
the Offered Shares sold hereunder and any termination of this Agreement.


<P align="left" style="font-size: 12pt; text-indent: 8%"><B>Section&nbsp;15. Notices</B>. All communications hereunder shall be in writing and shall be mailed,
hand delivered or telecopied and confirmed to the parties hereto as follows:

<DIV align="center">
<TABLE style="font-size: 12pt" cellspacing="0" border="0" cellpadding="0" width="95%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="49%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="46%">&nbsp;</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">If to the Representative:<BR>
520 Madison Avenue<BR>
New York, New York 10022<BR>
Facsimile: (646)&nbsp;619-4437<BR>
Attention: General Counsel<BR>
with a copy to:<BR>
620 Eighth Avenue<BR>
Attention: Donald J. Murray
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Jefferies LLC<BR>
<BR>
<BR>
<BR>
<BR>
Covington &#038; Burling LLP<BR>
<BR>
New York, NY 10018<BR>
Facsimile: (646)&nbsp;441-9101<BR>
<BR></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">If to the Company:<BR>
123 Saginaw Drive<BR>
Redwood City, California 94063<BR>
Attention: Barry D. Quart<BR>
with copies to:<BR>
123 Saginaw Drive<BR>
Redwood City, California 94063<BR>
Attention: Esm&#233; Smith
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Heron Therapeutics, Inc.<BR>
<BR>
<BR>
<BR>
Heron Therapeutics, Inc.<BR>
<BR>
<BR>
<BR></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">555 Mission Street, Suite&nbsp;3000
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Gibson, Dunn &#038; Crutcher LLP<BR>
<BR>
San Francisco, California 94105</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>



<P align="left" style="margin-left:19%; font-size: 12pt">Facsimile: 415-393-8373
<BR>
Attention: Ryan A. Murr


<P align="left" style="font-size: 12pt; text-indent: 4%">Any party hereto may change the address for receipt of communications by giving written notice
to the others.


<P align="left" style="font-size: 12pt; text-indent: 8%"><B>Section&nbsp;16. Successors</B>. This Agreement will inure to the benefit of and be binding upon the
parties hereto, including any substitute Underwriters pursuant to Section&nbsp;11 hereof, and to the
benefit of the affiliates, directors, officers, employees, agents and controlling persons referred
to in Section&nbsp;9 and Section&nbsp;10, and in each case their respective successors, and no other person
will have any right or obligation hereunder. The term &#147;successors&#148; shall not include any purchaser
of the Offered Shares as such from any of the Underwriters merely by reason of such purchase.


<P align="left" style="font-size: 12pt; text-indent: 8%"><B>Section&nbsp;17. Partial Unenforceability</B>. The invalidity or unenforceability of any section,
paragraph or provision of this Agreement shall not affect the validity or enforceability of any
other section, paragraph or provision hereof. If any section, paragraph or provision of this
Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be
made such minor changes (and only such minor changes) as are necessary to make it valid and
enforceable.


<P align="left" style="font-size: 12pt; text-indent: 8%"><B>Section&nbsp;18. Governing Law Provisions</B>. This Agreement shall be governed by and construed in
accordance with the internal laws of the State of New York applicable to agreements made and to be
performed in such state. Any legal suit, action or proceeding arising out of or based upon this
Agreement or the transactions contemplated hereby (&#147;Related


<P align="center" style="font-size: 10pt; display: none; text-indent: 8%">5
<!-- PAGEBREAK -->

<P align="left" style="font-size: 12pt">Proceedings&#148;) may be instituted in the federal courts of the United States of America located
in the Borough of Manhattan in the City of New York or the courts of the State of New York in each
case located in the Borough of Manhattan in the City of New York (collectively, the &#147;Specified
Courts&#148;), and each party irrevocably submits to the exclusive jurisdiction (except for proceedings
instituted in regard to the enforcement of a judgment of any such court (a &#147;Related Judgment&#148;), as
to which such jurisdiction is non-exclusive) of such courts in any such suit, action or proceeding.
Service of any process, summons, notice or document by mail to such party&#146;s address set forth
above shall be effective service of process for any suit, action or other proceeding brought in any
such court. The parties irrevocably and unconditionally waive any objection to the laying of venue
of any suit, action or other proceeding in the Specified Courts and irrevocably and unconditionally
waive and agree not to plead or claim in any such court that any such suit, action or other
proceeding brought in any such court has been brought in an inconvenient forum.


<P align="left" style="font-size: 12pt; text-indent: 8%"><B>Section&nbsp;19. General Provisions</B>. This Agreement constitutes the entire agreement of the
parties to this Agreement and supersedes all prior written or oral and all contemporaneous oral
agreements, understandings and negotiations with respect to the subject matter hereof. This
Agreement may be executed in two or more counterparts, each one of which shall be an original, with
the same effect as if the signatures thereto and hereto were upon the same instrument. This
Agreement may not be amended or modified unless in writing by all of the parties hereto, and no
condition herein (express or implied) may be waived unless waived in writing by each party whom the
condition is meant to benefit. The section headings herein are for the convenience of the parties
only and shall not affect the construction or interpretation of this Agreement.


<P align="left" style="font-size: 12pt; text-indent: 4%">Each of the parties hereto acknowledges that it is a sophisticated business person who was
adequately represented by counsel during negotiations regarding the provisions hereof, including,
without limitation, the indemnification provisions of Section&nbsp;9 and the contribution provisions of
Section&nbsp;10, and is fully informed regarding said provisions. Each of the parties hereto further
acknowledges that the provisions of Section&nbsp;9 and Section&nbsp;10 hereof fairly allocate the risks in
light of the ability of the parties to investigate the Company, its affairs and its business in
order to assure that adequate disclosure has been made in the Registration Statements, any
preliminary prospectus, the Time of Sale Prospectus, each free writing prospectus and the
Prospectus (and any amendments and supplements to the foregoing), as contemplated by the Securities
Act and the Exchange Act.


<P align="left" style="font-size: 12pt; text-indent: 4%">If the foregoing is in accordance with your understanding of our agreement, kindly sign
and return to the Company the enclosed copies hereof, whereupon this instrument, along with all
counterparts hereof, shall become a binding agreement in accordance with its terms.



<P align="left" style="margin-left:23%; font-size: 12pt">Very truly yours,



<P align="left" style="margin-left:23%; font-size: 12pt">HERON THERAPEUTICS, INC.



<P align="left" style="margin-left:23%; font-size: 12pt">By: <U>/s/ Brian Drazba</U><BR>
Name: Brian Drazba<BR>
Title: VP, Finance & CFO<BR>


<P align="left" style="font-size: 12pt; text-indent: 4%">The foregoing Underwriting Agreement is hereby confirmed and accepted by the Representative in
New York, New York as of the date first above written.

<DIV align="center">
<TABLE style="font-size: 12pt" cellspacing="0" border="0" cellpadding="0" width="95%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="35%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="60%">&nbsp;</TD>
</TR>
<TR style="font-size: 12pt" valign="bottom">
    <TD nowrap align="left" style="border-bottom: 1px solid #000000"><B>JEFFERIES LLC</B></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="font-size: 12pt">
    <TD colspan="3" valign="top" align="left">Acting individually and as Representative<BR></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD colspan="3" valign="top" align="left">of the several Underwriters named in<BR></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD colspan="3" valign="top" align="left">the attached Schedule&nbsp;A.<BR></TD>
</TR>
<TR style="font-size: 1px">
    <TD colspan="3" valign="top" align="left" style="border-top: 1px solid #000000">&nbsp;<BR></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">JEFFERIES LLC<BR>
By:
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><BR>
/s/ Dustin Tyner</TD>
</TR>
<TR style="font-size: 1px">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top" style="border-top: 1px solid #000000">&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Name: Dustin Tyner<BR>
Title: Managing Director</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>


<P align="right" style="font-size: 12pt"><B>Schedule&nbsp;A</B>


<DIV align="center">
<TABLE style="font-size: 12pt" cellspacing="0" border="0" cellpadding="0" width="95%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="61%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="8%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="8%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="6%">&nbsp;</TD>
</TR>
<TR style="font-size: 12pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Number of Firm Shares</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Number of Option</B></TD>
</TR>
<TR style="font-size: 12pt" valign="bottom">
    <TD nowrap align="left"><B>Underwriters</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>to be Purchased</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Shares to be Purchased</B></TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Jefferies LLC</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1,920,000</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">288,000</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Leerink Partners LLC</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1,056,000</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">158,400</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Cowen and Company, LLC</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">912,000</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">136,800</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:10px; text-indent:-10px">JMP Securities LLC</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">432,000</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">64,800</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Brean Capital, LLC</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">288,000</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">43,200</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Noble Life Science Partners</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">192,000</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">28,800</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Total </DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><B>4,800,000</B></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><B>720,000</B></TD>
    <TD>&nbsp;</TD>
</TR>
<TR style="font-size: 1px">
    <TD><DIV style="margin-left:10px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right" style="border-top: 1px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right" style="border-top: 1px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>


<P align="center" style="font-size: 10pt; display: none">6
<!-- PAGEBREAK -->


<P align="right" style="font-size: 12pt"><B>Schedule&nbsp;B</B>



<P align="center" style="font-size: 12pt"><U><B>Free Writing Prospectuses Included in the Time of Sale Prospectus</B></U>



<P align="center" style="font-size: 12pt"><B>None.</B>




<P align="center" style="font-size: 10pt; display: none">7
<!-- PAGEBREAK -->




<P align="right" style="font-size: 12pt"><B>Schedule&nbsp;C</B>



<P align="left" style="font-size: 12pt">Firm Shares: 4,800,000


<P align="left" style="font-size: 12pt">Optional Shares: 720,000


<P align="left" style="font-size: 12pt">Price per Share to the public: $24.75


<P align="center" style="font-size: 10pt; display: none">8
<!-- PAGEBREAK -->

<P align="right" style="font-size: 12pt"><B>Exhibit&nbsp;A</B>



<P align="center" style="font-size: 12pt"><B>Form of Lock-up Agreement</B>


<DIV align="center">
<TABLE style="font-size: 12pt" cellspacing="0" border="0" cellpadding="0" width="95%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="36%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="59%">&nbsp;</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">June , 2015<BR>
Jefferies LLC
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><BR>
<BR></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD colspan="3" valign="top" align="left">As Representative of the Several Underwriters<BR></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">c/o Jefferies LLC<BR>
520 Madison Avenue<BR>
New York, New York 10022<BR>
RE:
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><BR>
<BR>
<BR>
Heron Therapeutics, Inc. (the &#147;Company&#148;)</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>


<P align="left" style="font-size: 12pt">Ladies & Gentlemen:


<P align="left" style="font-size: 12pt">The undersigned is an owner of shares of common stock, par value $0.01 per share, of the Company
(&#147;Shares&#148;) or of securities convertible into or exchangeable or exercisable for Shares. The
Company proposes to conduct a public offering of Shares (the &#147;Offering&#148;) for which Jefferies LLC
(&#147;Jefferies&#148;) will act as the representative of the underwriters. The undersigned recognizes that
the Offering will benefit each of the Company and the undersigned. The undersigned acknowledges
that the underwriters are relying on the representations and agreements of the undersigned
contained in this letter agreement in conducting the Offering and, at a subsequent date, in
entering into an underwriting agreement (the &#147;Underwriting Agreement&#148;) and other underwriting
arrangements with the Company with respect to the Offering.


<P align="left" style="font-size: 12pt">Annex A sets forth definitions for capitalized terms used in this letter agreement that are not
defined in the body of this agreement. Those definitions are a part of this agreement.


<P align="left" style="font-size: 12pt">In consideration of the foregoing, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the undersigned hereby agrees that, during the
Lock-up Period, the undersigned will not (and will cause any Family Member not to), without the
prior written consent of Jefferies, which may withhold its consent in its sole discretion:


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Sell or Offer to Sell any Shares or Related Securities currently or hereafter owned
either of record or beneficially (as defined in Rule&nbsp;13d-3 under the Exchange Act) by
the undersigned or such Family Member,</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>enter into any Swap,</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>make any demand for, or exercise any right with respect to, the registration under
the Securities Act of the offer and sale of any Shares or Related Securities, or cause
to be filed a registration statement, prospectus or prospectus supplement (or an
amendment or supplement thereto) with respect to any such registration, or</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>publicly announce any intention to do any of the foregoing.</TD>
</TR>

</TABLE>


<P align="left" style="font-size: 12pt">In addition, the foregoing restrictions shall not apply to (i)&nbsp;the transfer of Shares or Related
Securities by gift, or by will or intestate succession to a Family Member or to a trust whose
beneficiaries consist exclusively of one or more of the undersigned and/or a Family Member or (ii)
the transfer or distribution of Shares for no value to any corporation, partnership, limited
liability company or other entity that is an affiliate of the undersigned; provided, however, that
in any such case, it shall be a condition to such transfer that:


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>each transferee executes and delivers to Jefferies an agreement in form and
substance satisfactory to Jefferies stating that such transferee is receiving and
holding such Shares and/or Related Securities subject to the provisions of this letter
agreement and agrees not to Sell or Offer to Sell such Shares and/or Related
Securities, engage in any Swap or engage in any other activities restricted under this
letter agreement except in accordance with this letter agreement (as if such transferee
had been an original signatory hereto), and</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>prior to the expiration of the Lock-up Period, no public disclosure or filing under
the Exchange Act by any party to the transfer (donor, donee, transferor or transferee)
shall be required, or made voluntarily, reporting a reduction in beneficial ownership
of Shares in connection with such transfer.</TD>
</TR>

</TABLE>


<P align="left" style="font-size: 12pt">Furthermore, notwithstanding the restrictions imposed by this letter agreement, the undersigned
may, without the prior written consent of Jefferies, establish a trading plan pursuant to Rule
10b5-1 under the Exchange Act for the transfer and sale of Shares; provided that such plan shall
not provide for or permit any transfers, sales or other dispositions of Shares during the Lock-Up
Period.


<P align="left" style="font-size: 12pt">The undersigned acknowledges and agrees that written notice by Jefferies to the Company of any
extension of the 90-day initial lock-up period will be deemed to have been given to, and received
by, the undersigned. The undersigned further agrees that, prior to engaging in any transaction or
taking any other action that is subject to the terms of this letter agreement during the period
from the date of this letter agreement through the close of trading on the date that is the 34th
day following the expiration of the 90-day initial lock-up period, the undersigned will give notice
thereof to the Company and will not consummate any such transaction or take any such action unless
the undersigned has received written confirmation from the Company that the Lock-Up Period has
expired.


<P align="left" style="font-size: 12pt">The undersigned also agrees and consents to the entry of stop transfer instructions with the
Company&#146;s transfer agent and registrar against the transfer of Shares or Related Securities held by
the undersigned and the undersigned&#146;s Family Members, if any, except in compliance with the
foregoing restrictions.


<P align="left" style="font-size: 12pt">With respect to the Offering only, from the date hereof until the expiration of the lock-up period,
the undersigned waives any registration rights relating to registration under the Securities Act of
the offer and sale of any Shares and/or any Related Securities owned either of record or
beneficially by the undersigned, including any rights to receive notice of the Offering.


<P align="left" style="font-size: 12pt">The undersigned confirms that the undersigned has not, and has no knowledge that any Family Member
has, directly or indirectly, taken any action designed to or that might reasonably be expected to
cause or result in the stabilization or manipulation of the price of any security of the Company to
facilitate the sale of the Shares. The undersigned will not, and will cause any Family Member not
to take, directly or indirectly, any such action.


<P align="left" style="font-size: 12pt">Whether or not the Offering occurs as currently contemplated or at all depends on market conditions
and other factors. The Offering will only be made pursuant to the Underwriting Agreement, the
terms of which are subject to negotiation between the Company and the underwriters.


<P align="left" style="font-size: 12pt">The undersigned hereby represents and warrants that the undersigned has full power, capacity and
authority to enter into this letter agreement. This letter agreement is irrevocable and will be
binding on the undersigned and the successors, heirs, personal representatives and assigns of the
undersigned.


<P align="left" style="font-size: 12pt">This letter agreement and related restrictions shall automatically terminate upon the earliest to
occur, if any, of (a)&nbsp;Jefferies or the Company advising the other in writing that it has determined
not to proceed with the Offering, or (b)&nbsp;the termination of the Underwriting Agreement before the
sale of any shares to the Underwriters, or (c)&nbsp;expiration of the Lock-up Period.


<P align="left" style="font-size: 12pt">This letter agreement shall be governed by, and construed in accordance with, the laws of the State
of New York.


<P align="left" style="font-size: 12pt">Executed as of the date set forth above.


<P align="left" style="font-size: 12pt">Signature


<P align="left" style="font-size: 12pt">Printed Name of Person Signing


<P align="left" style="font-size: 12pt">(<I>Indicate capacity of person signing if</I>
<BR>
<I>signing as custodian or trustee,</I>
<BR>
<I>or on behalf of an entity</I>)


<P align="center" style="font-size: 12pt"><B>Annex A: Certain Defined Terms</B><BR>
<U><B>Used in Lock-up Agreement</B></U>



<P align="left" style="font-size: 12pt">For purposes of the letter agreement to which this Annex A is attached and of which it is made a
part:


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>&#147;Call Equivalent Position&#148; shall have the meaning set forth in Rule&nbsp;16a-1(b) under
the Exchange Act.</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>&#147;Exchange Act&#148; shall mean the Securities Exchange Act of 1934, as amended.</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>&#147;Family Member&#148; shall mean the spouse of the undersigned, an immediate family member
of the undersigned or an immediate family member of the undersigned&#146;s spouse, in each
case living in the undersigned&#146;s household or whose principal residence is the
undersigned&#146;s household (regardless of whether such spouse or family member may at the
time be living elsewhere due to educational activities, health care treatment, military
service, temporary internship or employment or otherwise). &#147;Immediate family member&#148;
as used above shall have the meaning set forth in Rule&nbsp;16a-1(e) under the Exchange Act.</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>&#147;Lock-up Period&#148; shall mean the period beginning on the date hereof and continuing
through the close of trading on the date that is 90&nbsp;days after the date of the
Prospectus (as defined in the Underwriting Agreement); provided, that if (i)&nbsp;during the
last 17&nbsp;days of the 90-day initial lock-up period, the Company issues an earnings
release or discloses material news or a material event relating to the Company occurs
or (ii)&nbsp;prior to the expiration of such period, the Company announces that it will
release earnings results during the 16-day period beginning on the last day of such
period, then, in each case, the Lock-up Period will be extended until the expiration of
the 18-day period beginning on the date of the issuance of the earnings release or the
disclosure of the material news or occurrence of the material event, as applicable,
unless Jefferies waives, in writing, such extension. If the initial lock-up period is
extended pursuant to the provisions above, &#147;Lock-up Period&#148; shall mean the period
described in the first clause of this paragraph, as so extended.</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>&#147;Put Equivalent Position&#148; shall have the meaning set forth in Rule&nbsp;16a-1(h) under
the</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Exchange Act.</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>&#147;Related Securities&#148; shall mean any options or warrants or other rights to acquire
Shares or any securities exchangeable or exercisable for or convertible into Shares, or
to acquire other securities or rights ultimately exchangeable or exercisable for or
convertible into Shares.</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>&#147;Securities Act&#148; shall mean the Securities Act of 1933, as amended.</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>&#147;Sell or Offer to Sell&#148; shall mean to:</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="8%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>sell, offer to sell, contract to sell or lend,</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="8%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>effect any short sale or establish or increase a Put Equivalent
Position or liquidate or decrease any Call Equivalent Position</TD>
</TR>

</TABLE>

<DIV align="center">
<TABLE style="font-size: 12pt" cellspacing="0" border="0" cellpadding="0" width="95%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="3%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="92%">&nbsp;</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="font-size: 12pt">
    <TD align="left" valign="top">-
</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">pledge, hypothecate or grant any security interest in, or</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD align="left" valign="top">-
</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">in any other way transfer or dispose of,</DIV></TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>



<P align="left" style="margin-left:6%; font-size: 12pt">in each case whether effected directly or indirectly.


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>&#147;Swap&#148; shall mean any swap, hedge or similar arrangement or agreement that
transfers, in whole or in part, the economic risk of ownership of Shares or Related
Securities, regardless of whether any such transaction is to be settled in securities,
in cash or otherwise.</TD>
</TR>

</TABLE>


<P align="left" style="font-size: 12pt">Capitalized terms not defined in this Annex A shall have the meanings given to them in the body of
this lock-up agreement.



<P align="center" style="font-size: 10pt; display: none">9




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<SEQUENCE>3
<FILENAME>exhibit2.htm
<DESCRIPTION>EX-5.1
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<P align="right" style="font-size: 10pt"><FONT style="font-size: 10pt"><B>Exhibit&nbsp;5.1</B></FONT>



<P align="left" style="font-size: 10pt">June&nbsp;10, 2015


<P align="left" style="font-size: 10pt">Heron Therapeutics, Inc.
<BR>
123 Saginaw Drive
<BR>
Redwood City, California 94063


<P align="left" style="font-size: 10pt"><FONT style="font-size: 12pt">&nbsp;
</FONT>
<DIV align="center">
<TABLE style="font-size: 12pt" cellspacing="0" border="0" cellpadding="0" width="95%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="8%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="92%">&nbsp;</TD>
</TR>

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<TR valign="bottom" style="font-size: 12pt">
    <TD align="left" valign="top"><FONT style="font-size: 10pt">Re:</FONT>
</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px"><FONT style="font-size: 10pt"><I>Heron Therapeutics, Inc.</I></FONT></DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 10pt">
    <TD align="left" valign="top"><FONT style="font-size: 10pt">&nbsp;&nbsp;</FONT>
</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px"><FONT style="font-size: 10pt"><I>Registration Statements on Form&nbsp;S-3 (File Nos. 333-195928 and 333-198862)</I></FONT></DIV></TD>
</TR>
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</DIV>


<P align="left" style="font-size: 10pt">Ladies and Gentlemen:


<P align="left" style="font-size: 10pt">We have examined the Registration Statements on Form S-3, File Nos. 333-195928 and 333-198862, as
amended (the &#147;<U>Registration Statements</U>&#148;), of Heron Therapeutics, Inc., a Delaware
corporation (the &#147;<U>Company</U>&#148;), filed with the Securities and Exchange Commission (the
&#147;<U>Commission</U>&#148;) pursuant to the Securities Act of 1933, as amended (the &#147;<U>Securities
Act</U>&#148;), in connection with the offering by the Company of up to 5,520,000 shares (the
&#147;<U>Shares</U>&#148;) of common stock, par value $0.01 per share (the &#147;<U>Common Stock</U>&#148;) pursuant
to the Underwriting Agreement dated as of June&nbsp;10, 2015 among the Company and the Underwriters
named therein.


<P align="left" style="font-size: 10pt">In arriving at the opinion expressed below, we have examined originals, or copies certified or
otherwise identified to our satisfaction as being true and complete copies of the originals, of
specimen Securities and such other documents, corporate records, certificates of officers of the
Company and of public officials and other instruments as we have deemed necessary or advisable to
enable us to render the opinions set forth below. In our examination, we have assumed without
independent investigation the genuineness of all signatures, the legal capacity and competency of
all natural persons, the authenticity of all documents submitted to us as originals and the
conformity to original documents of all documents submitted to us as copies.


<P align="left" style="font-size: 10pt">Based upon the foregoing, and subject to the assumptions, exceptions, qualifications and
limitations set forth herein, we are of the opinion that the Shares, when issued against payment
therefor as set forth in the Registration Statements, will be validly issued, fully paid and
non-assessable.


<P align="left" style="font-size: 10pt">We consent to the filing of this opinion as an exhibit to the Registration Statements, and we
further consent to the use of our name under the caption &#147;<U>Legal Matters</U>&#148; in the
Registration Statements and the prospectuses that form a part thereof. In giving these consents, we
do not thereby admit that we are within the category of persons whose consent is required under
Section&nbsp;7 of the Securities Act or the Rules and Regulations of the Commission.


<P align="left" style="font-size: 10pt">Very truly yours,


<P align="left" style="font-size: 10pt">/s/ Gibson, Dunn & Crutcher LLP



<P align="center" style="font-size: 10pt; display: none">




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<TYPE>EX-99.1
<SEQUENCE>4
<FILENAME>exhibit3.htm
<DESCRIPTION>EX-99.1
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<TITLE> EX-99.1 </TITLE>
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<P align="left" style="font-size: 10pt"><FONT style="font-size: 10pt"><B>EXHIBIT 99.1</B>
</FONT>

<P align="left" style="font-size: 10pt"><FONT style="font-size: 13pt"><B>Heron Therapeutics, Inc. Announces Pricing of Underwritten Offering of Common Stock</B>
</FONT>

<P align="left" style="font-size: 13pt"><FONT style="font-size: 10pt"><B>REDWOOD CITY, Calif</B>. &#150; (BUSINESS WIRE) &#150; June&nbsp;10, 2015 &#150; Heron Therapeutics, Inc. (NASDAQ:
HRTX), a biotechnology company, today announced the pricing of an underwritten offering of
4,800,000 shares of its common stock, offered at a price of $24.75 per share. Heron Therapeutics,
Inc. has granted the underwriters a 30-day option to purchase up to an additional 720,000 shares of
common stock. The offering is expected to close on or about June&nbsp;15, 2015, subject to customary
closing conditions. Jefferies LLC, Leerink Partners LLC and Cowen and Company, LLC are acting as
joint book-runners for the offering. JMP Securities LLC, Brean Capital, LLC and Noble Life Science
Partners are acting as co-managers for the offering.
</FONT>

<P align="left" style="font-size: 10pt">The gross offering size will be approximately $119&nbsp;million before deducting customary underwriting
discounts and commissions and offering expenses. Heron Therapeutics, Inc. intends to use the net
proceeds from the underwritten offering primarily for general corporate purposes, which include,
but are not limited to, the commercial launch of SUSTOL&#174; (granisetron injection, extended release),
if approved, funding the company&#146;s ongoing and future clinical trials, preclinical development
work, and for general and administrative expenses, or other product development activities.


<P align="left" style="font-size: 10pt">The securities described above are being offered pursuant to shelf registration statements (File
Nos. 333-195928 and 333-198862), which were declared effective by the United States Securities and
Exchange Commission (&#147;SEC&#148;) on May&nbsp;23, 2014 and October&nbsp;6, 2014, respectively. The securities
described above have not been qualified under any state blue sky laws. This press release shall not
constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall
there be any sale of these securities in any state or other jurisdiction in which such offer,
solicitation or sale would be unlawful prior to the registration or qualification under the
securities laws of any such state or other jurisdiction. The offering can be made only by means of
a prospectus, copies of which may be obtained at the SEC&#146;s website at www.sec.gov, or by request at
Jefferies LLC, Attention: Equity Syndicate Prospectus Department, 520 Madison Avenue, 2nd Floor,
New York, NY 10022, telephone: (877)&nbsp;547-6340, e-mail: <U>Prospectus&#151;Department@Jefferies.com</U>.


<P align="left" style="font-size: 10pt">Source: Heron Therapeutics, Inc.


<P align="left" style="font-size: 10pt"><B>Investor Relations Contact:</B>
<BR>
Heron Therapeutics, Inc.
<BR>
Jennifer Capuzelo, 858-703-6063
<BR>
Sr. Manager, Investor Relations
<BR>
<U>jcapuzelo@herontx.com</U>


<P align="left" style="font-size: 10pt">and


<P align="left" style="font-size: 10pt"><B>Corporate Contact:</B>
<BR>
Heron Therapeutics, Inc.
<BR>
Brian Drazba, 858-703-6065
<BR>
Vice President, Finance and Chief Financial Officer



<P align="center" style="font-size: 10pt; display: none">




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