Preview | Underwriting Agreement |

Quark Pharmaceuticals, Inc., a California corporation (the Company), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the Underwriters), for whom you are acting as Representatives (the Representatives), an aggregate of 5,000,000 shares of common stock, par value $0.001 per share, of the Company (the Underwritten Shares) and, at the option of the Underwriters, up to an additional 750,000 shares of common stock of the Company (the Option Shares). The Underwritten Shares and the Option Shares are herein referred to as the Shares. The shares of common stock of the Company to be outstanding after giving effect to the sale of the Shares are herein referred to as the Stock.

The Company and the Underwriters agree that up to 250,000 of the Underwritten Shares to be purchased by the Underwriters (the Directed Shares) shall be reserved for sale at the initial public offering price by the Underwriters to certain eligible directors, officers and employees of the Company and persons having business relationships with the Company (collectively, the DSP Participants), as part of the distribution of the Shares by the Underwriters (the Directed Share Program) subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the NASD, Inc. (the NASD) and all other applicable laws, rules and regulations. Banc of America Investment Services, Inc. (BAI) shall be selected to process the sales to the DSP Participants under the Directed Share Program. To the extent that such Directed Shares are not orally confirmed for purchase by the DSP Participants by 7:30 A.M. New York City time on the first business day after the date of this Agreement, such Directed Shares may be offered to the public as set forth in the Prospectus (as defined below). The Company has supplied BAI with the names, addresses and telephone

numbers of the individuals or other entities that the Company has designated to be participants in the Directed Share Program.

The Company hereby confirms its agreement with the several Underwriters concerning the purchase and sale of the Shares, as follows:

1. Registration Statement. The Company has prepared and filed with the Securities and Exchange Commission (the Commission) under the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the Securities Act), a registration statement (File No. ) including a prospectus, relating to the Shares. Such registration statement, as amended at the time it becomes effective, including the information, if any, deemed pursuant to Rule 430A under the Securities Act to be part of the registration statement at the time of its effectiveness (Rule 430A Information), is referred to herein as the Registration Statement; and as used herein, the term Preliminary Prospectus means each prospectus included in such registration statement (and any amendments thereto) before it becomes effective, any prospectus filed with the Commission pursuant to Rule 424(a) under the Securities Act and the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430A Information, and the term Prospectus means the prospectus in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the Shares. If the Company has filed an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the Rule 462 Registration Statement), then any reference herein to the term Registration Statement shall be deemed to include such Rule 462 Registration Statement. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus.

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