CyDex Pharmaceuticals, Inc. Sample Contracts

CyDex Pharmaceuticals, Inc. – Exhibit B CYDEX, INC. SEVERANCE COMPENSATION AGREEMENT FOLLOWING CHANGE IN CONTROL (June 18th, 2008)

This Severance Compensation Agreement (the "Agreement") is made as of May 19, 2008, by and between CYDEX, INC., a Delaware corporation (the "Company") and Theron Odlaug ("Executive").

CyDex Pharmaceuticals, Inc. – [CyDex Pharmaceuticals, Inc. Letterhead] (May 13th, 2008)

I am very pleased to confirm our offer to you for the position of President and Chief Operating Officer of CyDex Pharmaceuticals, Inc. ("the Company" or "CyDex"). You will be a full time employee of the Company, although we have no objection to your continuing to serve on the boards of directors of Advance Life Sciences, Inc. and Wahl Clipper Corp. In this position, you will report directly to me. This letter states the complete terms and conditions of your offer. If you agree to these terms and conditions, please initial the bottom of each page and sign at the end of this letter in the spaces indicated.

CyDex Pharmaceuticals, Inc. – AMENDED AND RESTATED BYLAWS OF CYDEX PHARMACEUTICALS, INC. (A DELAWARE CORPORATION) (May 13th, 2008)
CyDex Pharmaceuticals, Inc. – BUSINESS LOAN AGREEMENT (ASSET BASED) (May 13th, 2008)

THIS BUSINESS LOAN AGREEMENT (ASSET BASED) dated April 6, 2008, is made and executed between Cydex, Inc. ("Borrower") and First National Bank of Kansas ("Lender") on the following terms and conditions. Borrower has received prior commercial loans from Lender or has applied to Lender for a commercial loan or loans or other financial accommodations, including those which may be described on any exhibit or schedule attached to this Agreement ("Loan"). Borrower understands and agrees that: (A) in granting, renewing, or extending any Loan, Lender is relying upon Borrower's representations, warranties, and agreements as set forth in this Agreement; (B) the granting, renewing, or extending of any Loan by Lender at all times shall be subject to Lender's sole judgment and discretion; and (C) all such Loans shall be and remain subject to the terms and conditions of this Agreement.

CyDex Pharmaceuticals, Inc. – Shares(1) (May 13th, 2008)
CyDex Pharmaceuticals, Inc. – INDEMNITY AGREEMENT (May 13th, 2008)

THIS INDEMNITY AGREEMENT (this "Agreement") dated as of , 20 , is made by and between CYDEX PHARMACEUTICALS, INC., a Delaware corporation (the "Company"), and ("Indemnitee").

CyDex Pharmaceuticals, Inc. – PROMISSORY NOTE (May 13th, 2008)

Borrower: Cydex Pharmaceuticals, Inc. 10513 W. 84th Terrace Lenexa, KS 66214 Lender: First National Bank of Kansas 6201 College Boulevard Overland Park, KS 66211

CyDex Pharmaceuticals, Inc. – CYDEX, INC. AMENDED AND RESTATED WARRANT TO PURCHASE SHARES OF STOCK (March 12th, 2008)

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.

CyDex Pharmaceuticals, Inc. – EMPLOYMENT AGREEMENT (March 12th, 2008)

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 Pharmaceuticals, Inc. – CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION OF CYDEX, INC. (March 12th, 2008)
CyDex Pharmaceuticals, Inc. – PINE RIDGE BUSINESS PARK LEASE (March 12th, 2008)

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"):

CyDex Pharmaceuticals, Inc. – CYDEX, INC.. SEVERANCE COMPENSATION AGREEMENT FOLLOWING CHANGE IN CONTROL (March 12th, 2008)

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").

CyDex Pharmaceuticals, Inc. – CYDEX, INC. AMENDED AND RESTATED 1997 EQUITY COMPENSATION PLAN (March 12th, 2008)
CyDex Pharmaceuticals, Inc. – AMENDMENT TO EMPLOYMENT AGREEMENT (March 12th, 2008)

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").

CyDex Pharmaceuticals, Inc. – CYDEX, INC. SEVERANCE COMPENSATION AGREEMENT FOLLOWING CHANGE IN CONTROL (March 12th, 2008)

This Severance Compensation Agreement (the "Agreement") is made as of November 1, 2003, by and between CYDEX, INC., a Delaware corporation (the "Company") and ALLEN K. ROBERSON ("Executive").

CyDex Pharmaceuticals, Inc. – BYLAWS OF CYDEX PHARMACEUTICALS, INC. A Delaware Corporation (March 12th, 2008)
CyDex Pharmaceuticals, Inc. – AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF CYDEX, INC. (March 12th, 2008)

The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Amended and Restated Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon the stockholders herein are granted subject to this right, except as provided in this Amended and Restated Certificate of Incorporation (to the extent such provisions are not prohibited by law).

CyDex Pharmaceuticals, Inc. – CYDEX PHARMACEUTICALS, INC. AMENDMENT TO SEVERANCE COMPENSATION AGREEMENT (March 12th, 2008)

This Amendment to Severance Compensation Agreement (the "Amendment") is made and entered into as of February 23, 2008 (the "Effective Date"), by and between CyDex Pharmaceuticals, Inc., a Delaware corporation (the "Company") and Allen K. Roberson ("Executive").

CyDex Pharmaceuticals, Inc. – CYDEX PHARMACEUTICALS, INC. AMENDMENT TO SEVERANCE COMPENSATION AGREEMENT (March 12th, 2008)

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").

CyDex Pharmaceuticals, Inc. – AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (March 12th, 2008)

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