0001047469-08-002577 Sample Contracts

CYDEX, INC.. SEVERANCE COMPENSATION AGREEMENT FOLLOWING CHANGE IN CONTROL
Severance Compensation Agreement • March 12th, 2008 • CyDex Pharmaceuticals, Inc. • Kansas

This Severance Compensation Agreement (the "Agreement") is made as of January 1, 2004, by and between CYDEX, INC., a Delaware corporation (the "Company") and JOHN SIEBERT ("Executive").

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CYDEX PHARMACEUTICALS, INC. AMENDMENT TO SEVERANCE COMPENSATION AGREEMENT
Severance Compensation Agreement • March 12th, 2008 • CyDex Pharmaceuticals, Inc.

This Amendment to Severance Compensation Agreement (the "Amendment") is made and entered into as of February 24, 2008 (the "Effective Date"), by and between CyDex Pharmaceuticals, Inc., a Delaware corporation (the "Company") and John M. Siebert ("Executive").

PINE RIDGE BUSINESS PARK LEASE
Lease Agreement • March 12th, 2008 • CyDex Pharmaceuticals, Inc.

In consideration of the rents and covenants hereinafter set forth, Lessor leases to Lessee and Lessee leases from Lessor the following described Premises upon the following terms and conditions of this lease (the "Lease"):

EMPLOYMENT AGREEMENT
Employment Agreement • March 12th, 2008 • CyDex Pharmaceuticals, Inc. • Kansas

THIS EMPLOYMENT AGREEMENT (the "Agreement) is made as of this 21st day of June, 2006, by and between CYDEX, INC., (the "Company"), and John M. Siebert ("Employee") (collectively, the "Parties").

CYDEX, INC. AMENDED AND RESTATED WARRANT TO PURCHASE SHARES OF STOCK
Warrant Agreement • March 12th, 2008 • CyDex Pharmaceuticals, Inc. • Kansas

This Warrant is issued to (the "Investor") by CyDex, Inc., a Delaware corporation (the "Company") in connection with the conversion into the Company's Series B Preferred Stock of an Amended and Restated Convertible Promissory Note issued to Investor on May 26, 2004 (the "Note"). This Warrant is an amendment and restatement of that certain Amended and Restated Warrant issued May 26, 2004.

AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • March 12th, 2008 • CyDex Pharmaceuticals, Inc. • New York

This Amended and Restated Registration Rights Agreement (as amended from time to time in accordance with the terms hereof, this "Agreement") is entered into as of August 4, 2004 by and among CyDex, Inc., a Delaware corporation (the "Corporation"); the several persons identified as Series B Investors on Schedule A hereto (the "Series B Investors"); and the several persons identified as Series A Investors on Schedule A hereto (the "Series A Investors"); and The University of Kansas Center for Research, Inc. (the "Series A-1 Investor") and certain other persons that become parties to this Agreement after the date hereof (together with the Series B Investors, the Series A Investors and the Series A-1 Investor, the "Investors"), and amends the Registration Rights Agreement entered into as of August 7, 2000 by and among the Corporation and the persons listed on Schedule A thereto and certain other persons that became parties to such agreement after the date thereof in accordance with Section

AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • March 12th, 2008 • CyDex Pharmaceuticals, Inc.

THIS AMENDMENT TO EMPLOYMENT AGREEMENT (the "Amendment") is made and entered into as of February 24, 2008 (the "Effective Date"), by and between CYDEX PHARMACEUTICALS, INC., a Delaware corporation (the "Company") and John M. Siebert ("Employee").

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