0001047469-08-003178 Sample Contracts

ZOGENIX, INC. AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT December 13, 2007
Investors' Rights Agreement • March 20th, 2008 • Zogenix Inc • California

This Amended and Restated Investors' Rights Agreement (this "Agreement") is made as of December 13, 2007, by and among Zogenix, Inc., a Delaware corporation (the "Company"), and the persons and entities (each, an "Investor" and collectively, the "Investors") listed on Exhibit A hereto. Unless otherwise defined herein, capitalized terms used in this Agreement have the meanings ascribed to them in Section 1.

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MASTER LOAN AND SECURITY AGREEMENT
Master Loan and Security Agreement • March 20th, 2008 • Zogenix Inc • England

THIS MASTER LOAN AND SECURITY AGREEMENT, dated as of March 5, 2007, (this "Agreement"), between General Electric Capital Corporation (together with its successors and assigns, if any, "Secured Party") and ZOGENIX, INC. ("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 Delaware (the "State"). Debtor's mailing address and chief place of business is 12760 High Bluff Drive, Suite 130, San Diego, CA 92130.

SUPPLY AGREEMENT
Supply Agreement • March 20th, 2008 • Zogenix Inc

THIS SUPPLY AGREEMENT (the “Agreement”), is made and entered into effective as of this 29th day of September, 2004, by and among Dr. Reddy’s Laboratories, Inc., a New Jersey corporation having its principal place of business at 200 Somerset Corporate Boulevard, 7th Floor., Bridgewater, New Jersey 08807 and Dr. Reddy’s Laboratories Limited, a corporation organized under the laws of India, having its principal place of business at 7-1-27 Ameerpet, Hyderabad - 500 016, India (collectively “Reddy”, and Aradigm Corporation, a California corporation having its principal place of business at 3929 Point Eden Way, Hayward, CA 94545 (“Aradigm”).

Contract
Asset Purchase Agreement • March 20th, 2008 • Zogenix Inc • California

CERTAIN MATERIAL (INDICATED BY AN ASTERISK) HAS BEEN OMITTED FROM THIS DOCUMENT PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

Contract
Licensing and Distribution Agreement • March 20th, 2008 • Zogenix Inc • England

CERTAIN MATERIAL (INDICATED BY AN ASTERISK) HAS BEEN OMITTED FROM THIS DOCUMENT PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

Contract
License Agreement • March 20th, 2008 • Zogenix Inc • New York

CERTAIN MATERIAL (INDICATED BY AN ASTERISK) HAS BEEN OMITTED FROM THIS DOCUMENT PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

SUBLEASE
Sublease • March 20th, 2008 • Zogenix Inc • California
OFFICE LEASE BETWEEN EMERY STATION JOINT VENTURE, LLC (LANDLORD) AND ZOGENIX, INC., (TENANT) EMERYSTATION Emeryville, California
Office Lease • March 20th, 2008 • Zogenix Inc • California

In the event of any conflict between these Basic Lease Provisions and any other Lease provision, such other Lease provision shall control.

FIRST AMENDMENT to LEASE BETWEEN EMERY STATION JOINT VENTURE, LLC (LANDLORD) And ZOGENIX, INC. (TENANT) EMERYSTATION I PROJECT Emeryville, California
Lease Agreement • March 20th, 2008 • Zogenix Inc

That certain Lease dated October 31, 2006 by and between Emery Station Joint Venture, LLC, as Landlord, and Zogenix, Inc., as Tenant, is hereby amended by this First Amendment dated July 10, 2007 as follows:

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