INDEMNITY AGREEMENTIndemnity Agreement • July 14th, 2008 • Alexza Pharmaceuticals Inc. • Pharmaceutical preparations • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) dated as of , 2008 is made by and between Alexza Pharmaceuticals, Inc. a Delaware corporation (the “Company”), and (“Indemnitee”).
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.
COMMON STOCK PURCHASE AGREEMENT DATED AS OF JULY 20, 2012 BY AND BETWEEN ALEXZA PHARMACEUTICALS, INC. AND AZIMUTH OPPORTUNITY, L.P.Common Stock Purchase Agreement • July 23rd, 2012 • Alexza Pharmaceuticals Inc. • Pharmaceutical preparations • New York
This COMMON STOCK PURCHASE AGREEMENT, made and entered into on this 20th day of July 2012 (this “Agreement”), by and between Azimuth Opportunity, L.P., a limited partnership organized under the laws of the British Virgin Islands (the “Investor”), and Alexza Pharmaceuticals, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Company”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in Annex A hereto.
INDENTURE dated as of March 18, 2014 by and between ATLAS U.S. ROYALTY, LLC, a Delaware limited liability company, as issuer of the Notes described herein, and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as initial trustee of the...Indenture • December 10th, 2014 • Alexza Pharmaceuticals Inc. • Pharmaceutical preparations • New York
This INDENTURE, dated as of March 18, 2014, is by and between ATLAS U.S. ROYALTY, LLC, a Delaware limited liability company, as issuer of the Notes described herein, and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as initial trustee of the Notes described herein and as Operating Bank.
THIS WARRANT AND THE SECURITIES PURCHASABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FILED UNDER SAID ACT...Alexza Pharmaceuticals Inc. • September 30th, 2009 • Pharmaceutical preparations • New York
This Warrant (the “Warrant”) is issued as part of a series of similar Warrants (collectively, the “Warrants”) issued pursuant to that certain Securities Purchase Agreement, dated as of September 29, 2009, by and among the Company and the other parties identified therein (the “Purchase Agreement”).
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 PHARMACEUTICALS, INC. (a Delaware corporation) 6,000,000 Shares of Common Stock PURCHASE AGREEMENTPurchase Agreement • April 27th, 2007 • Alexza Pharmaceuticals Inc. • Pharmaceutical preparations • New York
The undersigned understands that you will act as representatives for a group of underwriters (the “Underwriters”) who propose to enter into a purchase agreement (the “Purchase Agreement”) with Alexza Pharmaceuticals, Inc. (the “Company”) providing for the public offering (the “Offering”) by the Underwriters of common stock of the Company (the “Common Stock”) pursuant to a Registration Statement on Form S-3 (the “Registration Statement”) filed with the Securities and Exchange Commission.
6,685,183 Shares Warrants to Purchase 3,342,589 Shares ALEXZA PHARMACEUTICALS, INC. Common Stock PLACEMENT AGENT AGREEMENTAlexza Pharmaceuticals Inc. • August 5th, 2010 • Pharmaceutical preparations • New York
ALEXZA PHARMACEUTICALS, INC. and , As Warrant Agent FORM OF PREFERRED STOCK WARRANT AGREEMENT Dated As OfWarrant Agreement • May 4th, 2010 • Alexza Pharmaceuticals Inc. • Pharmaceutical preparations • New York
Preferred Stock Warrant Agreement, dated as of between Alexza Pharmaceuticals, Inc., a Delaware corporation (the “Company”) and , a [corporation] [national banking association] organized and existing under the laws of and having a corporate trust office in , as warrant agent (the “Warrant Agent”).
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”).
ALEXZA PHARMACEUTICALS, INC. and , As Warrant Agent FORM OF DEBT SECURITIES WARRANT AGREEMENT Dated As OfWarrant Agreement • May 4th, 2010 • Alexza Pharmaceuticals Inc. • Pharmaceutical preparations • New York
Debt Securities Warrant Agreement, dated as of between Alexza Pharmaceuticals, Inc., a Delaware corporation (the “Company”) and , a [corporation] [national banking association] organized and existing under the laws of and having a corporate trust office in , as warrant agent (the “Warrant Agent”).
COMMON STOCK PURCHASE AGREEMENT Dated as of May 26, 2010 by and between ALEXZA PHARMACEUTICALS, INC. and AZIMUTH OPPORTUNITY LTD.Common Stock Purchase Agreement • May 26th, 2010 • Alexza Pharmaceuticals Inc. • Pharmaceutical preparations • Delaware
This COMMON STOCK PURCHASE AGREEMENT, made and entered into on this 26 day of May 2010 (this “Agreement”), by and between Azimuth Opportunity Ltd., an international business company incorporated under the laws of the British Virgin Islands (the “Investor”), and Alexza Pharmaceuticals, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Company”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in Annex A hereto.
ALEXZA PHARMACEUTICALS, INC. STOCK PURCHASE AGREEMENTStock Purchase Agreement • March 13th, 2015 • Alexza Pharmaceuticals Inc. • Pharmaceutical preparations • New York
THIS STOCK PURCHASE AGREEMENT (this “Agreement”) is made as of October 27, 2014, by and among ALEXZA PHARMACEUTICALS, INC., a Delaware corporation (the “Company”), with its principal office at 2091 Stierlin Court, Mountain View, California 94043, and the individuals and GRUPO FERRER INTERNACIONAL, S.A. (“Purchaser”).
PURCHASE AGREEMENTPurchase Agreement • February 15th, 2006 • Alexza Pharmaceuticals Inc. • Pharmaceutical preparations • New York
PIPER JAFFRAY & CO. PACIFIC GROWTH EQUITIES, LLC RBC CAPITAL MARKETS CORPORATION JMP SECURITIES LLC As Representatives of the several Underwriters named in Schedule I hereto c/o Piper Jaffray & Co. 800 Nicollet Mall Minneapolis, Minnesota 55402
Alexza Pharmaceuticals, Inc. 2005 Equity Incentive Plan Option Agreement (Incentive Stock Option or Nonstatutory Stock Option)Option Agreement • February 22nd, 2011 • Alexza Pharmaceuticals Inc. • Pharmaceutical preparations
Pursuant to your Notice of Grant of Stock Options (“Grant Notice”) and this Option Agreement, Alexza Pharmaceuticals, Inc. (the “Company”) has granted you an option under its 2005 Equity Incentive Plan (the “Plan”) to purchase the number of shares of the Company’s Common Stock indicated in your Grant Notice at the exercise price indicated in your Grant Notice. Defined terms not explicitly defined in this Option Agreement but defined in the Plan shall have the same definitions as in the Plan.
ALEXZA PHARMACEUTICALS, INC. WARRANT TO PURCHASE COMMON STOCKAlexza Pharmaceuticals Inc. • August 26th, 2009 • Pharmaceutical preparations • New York
THIS CERTIFIES THAT, for value received, , with its principal office at , or its assigns (the “Holder”), is entitled to subscribe for and purchase at the Exercise Price (defined below) from Alexza Pharmaceuticals, Inc., a Delaware corporation, with its principal office at 2091 Stierlin Court, Mountain View, CA 94043 (the “Company”) up to ( ) shares of the Common Stock of the Company (the “Common Stock”), subject to adjustment as provided herein. This Warrant is being issued pursuant to the terms of the Warrant Purchase Agreement, dated June 15, 2009, by and among the Company and the Holder (the “Warrant Purchase Agreement”). Capitalized terms not otherwise defined herein shall have the respective meanings ascribed to such terms in the Warrant Purchase Agreement.
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.
LICENSE AND SUPPLY AGREEMENTLicense and Supply Agreement • October 23rd, 2013 • Alexza Pharmaceuticals Inc. • Pharmaceutical preparations • Delaware
This LICENSE AND SUPPLY AGREEMENT (“Agreement”) is entered into as of May 7, 2013 (the “Effective Date”) between ALEXZA PHARMACEUTICALS, INC., a company organized under the laws of the State of Delaware, United States (“Alexza”), and having a principal place of business at 2091 Stierlin Court, Mountain View, CA 94043, United States, and TEVA PHARMACEUTICALS USA, INC., a company organized under the laws of Delaware (“Teva”), having a principal place of business at 1090 Horsham Road, North Wales, PA 19454, United States.
COMMON STOCK PURCHASE AGREEMENT Dated March 31, 2008 by and between ALEXZA PHARMACEUTICALS, INC. and AZIMUTH OPPORTUNITY LTD.Common Stock Purchase Agreement • March 31st, 2008 • Alexza Pharmaceuticals Inc. • Pharmaceutical preparations • Delaware
This COMMON STOCK PURCHASE AGREEMENT, made and entered into on this 31st day of March 2008 (this “Agreement”), by and between Azimuth Opportunity Ltd., an international business company incorporated under the laws of the British Virgin Islands (the “Investor”), and Alexza Pharmaceuticals, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Company”).
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT between ALEXZA PHARMACEUTICALS, INC. and SYMPHONY ALLEGRO HOLDINGS LLC Dated as of June 15, 2009Registration Rights Agreement • June 26th, 2009 • Alexza Pharmaceuticals Inc. • Pharmaceutical preparations • Delaware
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of June 15, 2009, by and between ALEXZA PHARMACEUTICALS, INC., a Delaware corporation (“Alexza”), and SYMPHONY ALLEGRO HOLDINGS LLC, a Delaware limited liability company (together with its permitted successors, assigns and transferees, “Holdings”).
Alexza Pharmaceuticals, Inc. Common Stock and Warrants Underwriting Agreement dated February 17, 2012 JMP SECURITIES LLCUnderwriting Agreement • February 17th, 2012 • Alexza Pharmaceuticals Inc. • Pharmaceutical preparations • New York
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”).
AMENDMENT NO. 2 TO MANUFACTURING AND SUPPLY AGREEMENTManufacturing and Supply Agreement • March 15th, 2011 • Alexza Pharmaceuticals Inc. • Pharmaceutical preparations
THIS AMENDMENT NO. 2 TO MANUFACTURING AND SUPPLY AGREEMENT (“Amendment No. 2”) is made and entered into as of February 15, 2011 (the “Effective Date of Amendment No. 2”) by and between Alexza Pharmaceuticals, Inc., a Delaware corporation having an address at 2091 Stierlin Court, Mountain View, CA 94043 (“Alexza”) and Autoliv ASP, Inc., an Indiana corporation having an address at 3350 Airport Road, Ogden Utah 84405 (“Autoliv”).
NOVATED AND RESTATED TECHNOLOGY LICENSE AGREEMENT dated as of December 1, 2006 among ALEXZA PHARMACEUTICALS, INC., SYMPHONY ALLEGRO, INC. and SYMPHONY ALLEGRO HOLDINGS LLCNovated and Restated Technology License Agreement • March 29th, 2007 • Alexza Pharmaceuticals Inc. • Pharmaceutical preparations • New York
This NOVATED AND RESTATED TECHNOLOGY LICENSE AGREEMENT (this “Agreement”) is made and effective as of December 1, 2006, by and among Alexza Pharmaceuticals, Inc., a Delaware corporation (the “Licensor”), Symphony Allegro, Inc., a Delaware corporation (“Symphony Allegro”) (each of Licensor and Symphony Allegro being a “Party,” and collectively, the “Parties”), and Symphony Allegro Holdings LLC, a Delaware limited liability company (“Holdings”).
AMENDMENT NO. 3 TO MANUFACTURING AND SUPPLY AGREEMENTManufacturing and Supply Agreement • March 13th, 2015 • Alexza Pharmaceuticals Inc. • Pharmaceutical preparations
This AMENDMENT NO. 3 TO MANUFACTURING AND SUPPLY AGREEMENT (the “Amendment No. 3”) is made and entered into as of 2 December 2014 (the “Amendment No. 3 Effective Date”) by and between ALEXZA PHARMACEUTICALS, INC., a Delaware corporation having an address at 2091 Stierlin Court, Mountain View, CA 94043 (“Alexza”), and AUTOLIV ASP, INC., an Indiana corporation having an address at 3350 Airport Road, Ogden, Utah 84405 (“Autoliv”).
SECOND AMENDMENT TO LEASELease • November 1st, 2007 • Alexza Pharmaceuticals Inc. • Pharmaceutical preparations
THIS SECOND AMENDMENT TO LEASE (“Amendment”) is dated as of August 28, 2007 (the “Effective Date”) and is entered into between BRITANNIA HACIENDA VIII LLC, a Delaware limited liability company (“Landlord”) and ALEXZA PHARMACEUTICALS, INC. a Delaware corporation (“Tenant”), with reference to the following facts:
AMENDMENT NO. 2 TO LICENSE AND SUPPLY AGREEMENT (RESTRUCTURING)License and Supply Agreement • May 13th, 2016 • Alexza Pharmaceuticals Inc. • Pharmaceutical preparations • Delaware
This Amendment No. 2 to License and Supply Agreement (this “Second Amendment”) is executed on and effective as of February 23, 2016 (the “Second Amendment Effective Date”), by and between Alexza Pharmaceuticals, Inc., a company organized under the laws of the State of Delaware, United States (“Alexza”), and having a principal place of business at 2091 Stierlin Court, Mountain View, CA 94043, United States, and Teva Pharmaceuticals USA, Inc., a company organized under the laws of Delaware, United States (“Teva”), having a principal place of business at 1090 Horsham Road, North Wales, PA 19454, United States.
ContractNote and Agreement • August 14th, 2013 • Alexza Pharmaceuticals Inc. • Pharmaceutical preparations • New York
NEITHER THIS CONVERTIBLE PROMISSORY NOTE AND AGREEMENT TO LEND NOR ANY OF THE SECURITIES ISSUABLE UPON CONVERSION HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAW. NO SALE, TRANSFER, PLEDGE OR ASSIGNMENT OF THIS NOTE OR OF THE SECURITIES ISSUABLE UPON CONVERSION HEREOF SHALL BE VALID OR EFFECTIVE UNLESS (A) SUCH TRANSFER IS MADE PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND IN COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAW OR (B) THE HOLDER SHALL DELIVER TO THE COMPANY AN OPINION OF COUNSEL IN FORM AND SUBSTANCE REASONABLY ACCEPTABLE TO THE COMPANY THAT SUCH TRANSFER IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND OF ANY APPLICABLE STATE SECURITIES LAW.
ALEXZA PHARMACEUTICALS, INC. SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 30th, 2009 • Alexza Pharmaceuticals Inc. • Pharmaceutical preparations • New York
THIRD AMENDMENT TO THE COLLABORATION, LICENSE AND SUPPLY AGREEMENTLicense and Supply Agreement • March 13th, 2015 • Alexza Pharmaceuticals Inc. • Pharmaceutical preparations
This THIRD AMENDMENT TO THE COLLABORATION, LICENSE AND SUPPLY AGREEMENT (the “Third Amendment”) amends the Agreement (as defined below) and is effective as of October 24, 2014 (the “Third Amendment Effective Date”), by and between ALEXZA PHARMACEUTICALS, INC., a company organized under the laws of the State of Delaware, United States (“Alexza”), and having a principal place of business at 2091 Stierlin Court, Mountain View, CA 94043, United States, and GRUPO FERRER INTERNACIONAL, S.A., a company organized under the laws of Spain (“Ferrer”), having its registered office at Av. Diagonal 549, E-08029 Barcelona, Spain.
RSU AGREEMENTRsu Agreement • July 28th, 2010 • Alexza Pharmaceuticals Inc. • Pharmaceutical preparations
THIS RSU AGREEMENT (the “Agreement”) is made and entered into as of May 19, 2010 by and between Alexza Pharmaceuticals, Inc. (“Alexza”) and (“Executive”).
VIA HAND DELIVERY Alexza Pharmaceuticals, Inc. Mountain View, CA 94043 Re: Change of Control Agreement Dear :Alexza Pharmaceuticals Inc. • November 6th, 2012 • Pharmaceutical preparations • 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.
Manufacturing and Supply AgreementManufacturing and Supply Agreement • March 17th, 2008 • Alexza Pharmaceuticals Inc. • Pharmaceutical preparations • New York
This Manufacturing and Supply Agreement (the “Agreement”), effective as of November 2, 2007 (the “Effective Date”), is made 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”).
AGREEMENT AND PLAN OF MERGER BY AND AMONG GRUPO FERRER INTERNACIONAL, S.A., FERRER PHARMA INC. AND ALEXZA PHARMACEUTICALS, INC. DATED AS OF MAY 9, 2016Agreement and Plan of Merger • May 10th, 2016 • Alexza Pharmaceuticals Inc. • Pharmaceutical preparations • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of May 9, 2016, is by and among Grupo Ferrer Internacional, S.A., a Spanish sociedad anonima (“Parent”), Ferrer Pharma Inc., a Delaware corporation and a wholly owned indirect Subsidiary of Parent (“Merger Sub”), and Alexza Pharmaceuticals, Inc., a Delaware corporation (the “Company”).
