CyDex Pharmaceuticals, Inc. Sample Contracts

INDEMNITY AGREEMENT
Indemnity Agreement • May 13th, 2008 • CyDex Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware

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

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CyDex Pharmaceuticals, Inc. • May 13th, 2008 • Pharmaceutical preparations • New York
BUSINESS LOAN AGREEMENT (ASSET BASED)
Business Loan Agreement • May 13th, 2008 • CyDex Pharmaceuticals, Inc. • Pharmaceutical preparations • Kansas

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. 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
CyDex Pharmaceuticals, Inc. • 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, 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").

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
CyDex Pharmaceuticals, Inc. • March 12th, 2008 • 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.

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

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").

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

Exhibit B CYDEX, INC. SEVERANCE COMPENSATION AGREEMENT FOLLOWING CHANGE IN CONTROL
Severance Compensation Agreement • June 18th, 2008 • CyDex Pharmaceuticals, Inc. • Pharmaceutical preparations • Kansas

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").

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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