ContractAlexza Pharmaceuticals Inc. • December 22nd, 2005 • California
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED OR ANY APPLICABLE STATE SECURITIES LAW, AND MAY NOT BE SOLD, PLEDGED, OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR PURSUANT TO RULE 144 AND AN EXEMPTION UNDER APPLICABLE STATE LAW OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE CORPORATION AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED.
ContractAlexza Pharmaceuticals Inc. • December 22nd, 2005 • California
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED OR ANY APPLICABLE STATE SECURITIES LAW, AND MAY NOT BE SOLD, PLEDGED, OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR PURSUANT TO RULE 144 AND AN EXEMPTION UNDER APPLICABLE STATE LAW OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE CORPORATION AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED.
Alexza Molecular Delivery Corporation WARRANT TO PURCHASE COMMON STOCKAlexza Pharmaceuticals Inc. • December 22nd, 2005 • Delaware
This Certifies That, for value received, Montgomery 2004-3 Partnership, with its principal office at 100 Wilshire Boulevard, Suite 400, Santa Monica, CA 90401, or assigns (“the Holder”), is entitled to subscribe for and purchase at the Exercise Price (defined below) from Alexza Molecular Delivery Corporation, a Delaware corporation, with its principal office at 1001 East Meadow Circle, Palo Alto, California, 94303 (the “Company”) up to Five Hundred Forty Four Thousand Three Hundred Twenty Three (544,323) shares of the Common Stock of the Company (the “Common Stock”).
ContractAlexza Pharmaceuticals Inc. • December 22nd, 2005 • California
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED OR ANY APPLICABLE STATE SECURITIES LAW, AND MAY NOT BE SOLD, PLEDGED, OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR PURSUANT TO RULE 144 AND AN EXEMPTION UNDER APPLICABLE STATE LAW OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE CORPORATION AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED.
Development AgreementDevelopment Agreement • December 22nd, 2005 • Alexza Pharmaceuticals Inc. • New York
THIS DEVELOPMENT AGREEMENT dated as Oct 3, 2005, (the “Effective Date”) by and between Alexza Pharmaceuticals, Inc., of 1020 East Meadow Circle, Palo Alto, CA 94303 (“Alexza”), and Autoliv ASP, Inc. of 3350 Airport Road, Ogden, UT 84405 (“Autoliv”).
SECOND AMENDMENT TO LEASELease • December 22nd, 2005 • Alexza Pharmaceuticals Inc.
THIS SECOND AMENDMENT TO LEASE (the “Amendment”) is made and entered into as of the date below written by and between CALIFORNIA PACIFIC COMMERCIAL CORPORATION (“Lessor”) and ALEXZA MOLECULAR DELIVERY CORPORATION (“Lessee”).
ALEXZA MOLECULAR DELIVERY CORPORATION SECOND AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • December 22nd, 2005 • Alexza Pharmaceuticals Inc. • California
This Second Amended And Restated Investors’ Rights Agreement (the “Agreement”) is made and entered into as of November 5, 2004 by and among Alexza Molecular Delivery Corporation, a Delaware corporation (the “Company”), the parties listed on the Schedule attached to this Agreement as Exhibit A and incorporated herein by reference (the “Schedule of Holders”) as investors (the “Investors”), and the parties listed on the Schedule of Holders as holders of Common Stock of the Company and, as provided in Section 7.14 hereof, supersedes in its entirety that certain Amended and Restated Investors’ Rights Agreement dated as of September 17, 2002 by and among the Company and the other parties thereto (the “Prior Agreement”).
Via Hand Delivery [Name] Alexza Pharmaceuticals, Inc. 1020 East Meadow Circle Palo Alto, CA 94303 Re: Change of Control Agreement Dear [Name]:Alexza Pharmaceuticals Inc. • December 22nd, 2005 • California
In consideration of your continued employment, Alexza Pharmaceuticals, Inc. (the “Company”) is pleased to offer you the following agreement regarding your severance benefits (the “Agreement”). This Agreement amends and supersedes any and all prior agreements with respect to your severance benefits and any such prior agreements are hereby expressly superseded and replaced in their entirety by this Agreement and shall have no further force or effect; provided, however, that nothing herein shall supersede any agreement providing for severance benefits, bonuses or other compensation or benefits which are not related to a Corporate Transaction.
MASTER SECURITY AGREEMENT dated as of May 17, 2005 (“Agreement”)Master Security Agreement • December 22nd, 2005 • Alexza Pharmaceuticals Inc.
THIS AGREEMENT is between General Electric Capital Corporation (together with its successors and assigns, if any, “Secured Party”) and Alexza Molecular Delivery Corporation (“Debtor”). Secured Party has an office at 83 Wooster Heights Road, Danbury, CT 06810. Debtor is a corporation organized and existing under the laws of the state of DE (“the State”). Debtor’s mailing address and chief place of business is 1001 East Meadow Circle, Palo Alto, CA 94303.
ContractWarrant Agreement • December 22nd, 2005 • Alexza Pharmaceuticals Inc. • California
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED OR ANY APPLICABLE STATE SECURITIES LAW, AND MAY NOT BE SOLD, PLEDGED, OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR PURSUANT TO RULE 144 AND AN EXEMPTION UNDER APPLICABLE STATE LAW OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE CORPORATION AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED.
ALEXZA PHARMACEUTICALS, INC. DIRECTOR/OFFICER INDEMNIFICATION AGREEMENT Effective Date:Officer Indemnification Agreement • December 22nd, 2005 • Alexza Pharmaceuticals Inc. • Delaware
This Agreement is made as of the Effective Date set forth above, between Alexza Pharmaceuticals, Inc., a Delaware corporation (the Company”), whose address is 1001 East Meadow Circle, Palo Alto, California 94303, and (the “Indemnitee”), whose address is .
FIRST AMENDMENT TO LEASELease • December 22nd, 2005 • Alexza Pharmaceuticals Inc.
THIS FIRST AMENDMENT TO LEASE (the “Amendment”) is made and entered into as of the date below written by and between CALIFORNIA PACIFIC COMMERCIAL CORPORATION (“Lessor”) and ALEXZA MOLECULAR DELIVERY CORPORATION (“Lessee”).
LOAN AND SECURITY AGREEMENT ALEXZA MOLECULAR DELIVERY CORPORATIONLoan Modification Agreement • December 22nd, 2005 • Alexza Pharmaceuticals Inc.
This LOAN AND SECURITY AGREEMENT dated March 20, 2002, between SILICON VALLEY BANK (“Bank”), whose address is 3003 Tasman Drive, Santa Clara, California 95054 and ALEXZA MOLECULAR DELIVERY CORPORATION (“Borrower”), whose address is 2375 Garcia Ave., Mountain View, California 94043 provides the terms on which Bank will lend to Borrower and Borrower will repay Bank. The parties agree as follows:
