THIRD AMENDMENT TO THE COLLABORATION, LICENSE AND SUPPLY AGREEMENT
Exhibit 10.21.4
[*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.
THIRD AMENDMENT TO THE COLLABORATION, LICENSE AND SUPPLY AGREEMENT
This THIRD AMENDMENT TO THE COLLABORATION, LICENSE AND SUPPLY AGREEMENT (the “Third Amendment”) amends the Agreement (as defined below) and is effective as of October 24, 2014 (the “Third Amendment Effective Date”), by and between ALEXZA PHARMACEUTICALS, INC., a company organized under the laws of the State of Delaware, United States (“Alexza”), and having a principal place of business at 0000 Xxxxxxxx Xxxxx, Xxxxxxxx Xxxx, XX 00000, Xxxxxx Xxxxxx, and GRUPO XXXXXX INTERNACIONAL, S.A., a company organized under the laws of Spain (“Xxxxxx”), having its registered office at Xx. Xxxxxxxx 000, X-00000 Xxxxxxxxx, Xxxxx.
RECITALS OCTOBER 24, 2014
A. Alexza and Xxxxxx are parties to that certain Collaboration, License and Supply Agreement, dated October 5th, 2011, as amended by the amendments to the Agreement on March 5, 2012 and November 26, 2013 (as amended, the “Agreement”)) pursuant to which Alexza granted Xxxxxx certain exclusive rights and licenses to research, develop, import, use, sell, have sold and offer for sale the Product in the Territory, in consideration for certain payments by Xxxxxx to Alexza, including milestone payments.
B. The parties now desire to eliminate certain additional milestone payment obligations in consideration for Xxxxxx’x purchase of common stock of Alexza pursuant to a stock purchase agreement.
NOW, THEREFORE, Alexza and Xxxxxx agree as follows:
| 1. | AMENDMENT OF THE AGREEMENT |
Alexza and Xxxxxx hereby agree to amend the terms of the Agreement, as provided below, effective as of the Second Amendment Effective Date. Where the Agreement is not explicitly amended, the terms of the Agreement will remain in force. Capitalized terms used in this Amendment that are not otherwise defined herein shall have the meanings such terms are given in the Agreement.
1.1 Purchase. Xxxxxx agrees, not later than October 31, 2014, to purchase from Alexza, and Alexza agrees to sell to Xxxxxx, pursuant to a stock purchase agreement between Alexza and Xxxxxx, substantially in the form attached hereto as Exhibit A, totaling Eight Million Dollars (US$8,000,000) in Alexza Common Stock (the “Shares”) as a private placement exempt from the registration requirements of the U.S. securities laws, at a price per Share of $ 4.00. In additional consideration for this stock purchase, upon the closing of the sale, the milestone payment for Milestone Event [*]; and the milestone payment for Milestone Event [*] are [*] and will [*] under the Agreement. For clarity, Milestone Event [*] for [*].
| 2. | MISCELLANEOUS |
2.1 Full Force and Effect. This Third Amendment amends the terms of the Agreement and is deemed incorporated into the Agreement. The provisions of the Agreement, as amended by this Third Amendment, remain in full force and effect.
2.2 Entire Agreement. The Agreement and this Third Amendment constitute the entire agreement, both written and oral, between the parties with respect to the subject matter hereof, and any and all prior agreements with respect to the subject matter hereof, either written or oral, expressed or implied, are superseded hereby, merged and canceled, and are null and void and of no effect.
2.3 Counterparts. This Third Amendment may be executed in one or more counterparts, each of which will be an original and all of which together will constitute one instrument.
IN WITNESS WHEREOF, the parties have executed this Third Amendment by their respective duly authorized representatives as of the Third Amendment Effective Date.
| ALEXZA PHARMACEUTICALS, INC. | ||
| By: | /s/ Xxxxxx X. Xxxx | |
| Name: Xxxxxx X. Xxxx | ||
| Title: President & CEO | ||
| GRUPO XXXXXX INTERNACIONAL, S.A. | ||
| By: | /s/ Xxxxx Xxxxxxxx Massana | |
| Name: Xxxxx Xxxxxxxx Massana | ||
| Title: C.E.O. | ||
| By: | /s/ Xxxx Xxxxx Xxxxxx | |
| Name: Xxxx Xxxxx Xxxxxx | ||
| Title: C.F.O. | ||
[*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.
