Placement Agent Agreement between Avigen and AmeriCal Securities (October 31, 2000)

Summary

Avigen agrees to sell shares of its common stock through AmeriCal Securities, which will act as the placement agent for this transaction. AmeriCal Securities will receive a 5% commission on the total purchase price of shares sold to investors who designate AmeriCal as their agent. The sale is scheduled to close on November 6, 2000, and Avigen will pay the commission within ten business days after closing. Avigen retains the right to approve participating investors, and AmeriCal will be named as placement agent in the official prospectus supplement.

EX-1.1 2 f66737ex1-1.txt EXHIBIT 1.1 1 EXHIBIT 1.1 October 31, 2000 Charles Engelberg, M.D. Director of Corporate Finance AmeriCal Securities 290 Seventh Avenue San Francisco, CA 94118 Dear Charles: As we have discussed, Avigen intends to sell shares of its common stock, at a purchase price equal to the closing price per share of Avigen common stock as quoted on the Nasdaq National Market System on November 1, 2000, to purchasers for which AmeriCal Securities has acted as placement agent. The closing of this sale is scheduled to occur on November 6, 2000. As full consideration for the services of AmeriCal Securities to Avigen in connection with this offer and sale of its common stock, Avigen agrees to pay AmeriCal Securities, within ten business days of closing of this sale, a commission of 5.00% (five percent) of the aggregate purchase price of the shares actually sold to, and confirmed wire-transfers have been received from, investors who have designated the commission attributable to their investment should be paid to AmeriCal Securities. Purchasers will confirm this amount by their written designation on the Stock Purchase Agreement. Avigen reserves the right, in its sole discretion, to determine if an investor will be allowed to participate in this offering. This agreement applies only to the transaction scheduled to close as referred to above. AmeriCal Securities recognizes and agrees that AmeriCal Securities will be named as placement agent on the prospectus supplement cover and in the "Plan of Distribution" section of the prospectus supplement to be filed with the Securities and Exchange Commission and distributed to the purchasers with respect to this offer and sale. If you are in agreement with the above, please execute a copy of this letter and fax it to me at ###-###-####. Sincerely, /s/ THOMAS J. PAULSON - ----------------------------- Thomas J. Paulson Chief Financial Officer ACCEPTED AND AGREED: AmeriCal Securities /s/ CHARLES ENGELBERG - ----------------------------- Charles Engelberg, M.D. Director of Corporate Finance