EX-10.1



 Exhibit 10.1 
  

			
	



	 	 Grupo Ferrer Internacional, S.A.
  

Diagonal 549, 5a planta E-08029 Barcelona

Tel. +34 936003700 - Fax +34 933308057
 www.ferrer.com


 February 15th, 2016 

Highly Confidential 
 Alexza Pharmaceuticals Inc. 

2091 Stierlin Court 
 Mountain View, CA 94043 

United States 
  

			
	 Attention:
	  	 Ms. Tatjana Naranda
 Director Business
Development & Global Alliance Management


 Ladies and Gentleman: 
 Over the
course of the last several weeks, Grupo Ferrer Internacional, S.A. (“we” or “Ferrer”) has completed a significant amount of due diligence and continues to evaluate a potential acquisition of Alexza Pharmaceuticals, Inc.
(“you” or “Alexza”). Over the last several years, we have developed a close working relationship with Alexza and have strong belief in the eventual success of ADASUVE for patients with agitation. As a result of our belief and
recent diligence, we are submitting a preliminary, non-binding letter of intent to acquire all outstanding shares of Alexza as outlined below. 
 This
letter does not constitute a binding agreement by Ferrer or any of our affiliates or subsidiaries to consummate any transaction contemplated herein. As discussions advance we may in our sole discretion and without cause withdraw from or terminate
discussions or negotiations at any time with no obligation to Alexza, its shareholders or third parties, and will not be under any legal obligation unless and until a definitive written agreements containing terms and conditions mutually agreeable
to all parties have been executed and delivered by all parties intended to be bound. 
  

	 	1.	Upfront payment 

 1.04 usd per share on a fully-diluted basis and cash payments to
warrant holders with out-of-the-money warrants based on their Black-Scholes value. This assumes 100% fully-diluted shares. 
  

	 	2.	Contingent value rights (“CVRs”) 

 CVRs based on the achievement of
pre-specified events outlined below and are structured to preserve a 251(h) tender offer structure: 

  

			
		 	R.M.B. 06.10.98, Tomo 31.026, Folio 39, Hoja n° B-184105,
		 	Inscription 1e, N.I.F. A-61738993











			
	



	 	 Grupo Ferrer Internacional, S.A.
  

Diagonal 549, 5a planta E-08029 Barcelona

Tel. +34 936003700 - Fax +34 933308057
 www.ferrer.com



 


											
	 #
	  	 Underlying Asset
	  	 Triggering event
	  	 Tradeable
(Yes/No)
	  	Expiration
date	  	 Amount

						
	1	  	Staccato-based products in development (excluding ADASUVE)	  	When Ferrer has received a total of 10 million usd in net payments (upfronts, milestones, royalties)	  	No	  	5 years	  	 3 million usd
 (~0.14
usd per share)

						
	2	  	Staccato-based products in development (excluding ADASUVE)	  	When Ferrer has received a total of 30 million usd in net payments (upfronts, milestones, royalties)	  	No	  	10 years	  	 6 million usd

(~0.28 usd per share)

						
	3	  	Staccato-based products global revenue (including ADASUVE)	  	When the sum of Alexza’s income all Staccato-based products achieve 100 million usd	  	No	  	None	  	 0.4 usd per share
 (~9 million)

						
	4	  	Staccato-based products global revenue (including ADASUVE)	  	When the sum of Alexza’s income all Staccato-based products achieve 300 million usd	  	No	  	None	  	 0.8 usd per share
 (~17 million)


  

	 	3.	Structure 

 Tender offer or single-step merger for all of the shares followed by a merger
of Alexza into a wholly owned subsidiary of Ferrer pursuant to 251(h) of the General Corporation Law of the State of Delaware. 
  

	 	4.	Sources of funds 

 We have sufficient cash on hand to acquire Alexza In an all-cash
transaction. 
  

	 	5.	Due diligence requirements 

 In order to commit a firm and binding offer, Ferrer will
conduct a full due diligence process which Includes meetings with the management team and key staff of Alexza Pharmaceuticals as well as access to the comprehensive data room comprising all the documents of the 

company and its subsidiaries. 

The Due Diligence would include, but not be limited to, the following: 

 

	 	•	 	Complete financial due diligence, 

  

	 	•	 	Further commercial due diligence, 

  

	 	•	 	Environmental and operational review, 


  

			
		 	R.M.B. 06.10.98, Tomo 31.026, Folio 39, Hoja n° B-184105,
		 	Inscription 1e, N.I.F. A-61738993











			
	



	 	 Grupo Ferrer Internacional, S.A.
  

Diagonal 549, 5a planta E-08029 Barcelona

Tel. +34 936003700 - Fax +34 933308057
 www.ferrer.com



 


	 	•	 	Assurance that there is proper title to assets and there are no outstanding liens, tax liabilities, operating encumbrances or other items that would impact ongoing operations, 


 

	 	•	 	Relevant diligence around customer base, and intellectual property, 

  

	 	•	 	An understanding of legal and transfer issues required for the transaction, and 

  

	 	•	 	Complete legal & tax due diligence. 

  

	 	6.	Approvals and conditions 

 Our offer has undergone significant review and received the
support of our senior management team. Final approval will be provided immediately in advance of signing such that internal approval is not a closing condition. 

Our indicative offer is based on: 
  

	 	•	 	The shares will be transferred free of any lien, encumbrance, security or any other third party right or claim, 

  

	 	•	 	The information provided shows a faithful view of the business, activity, organization, structure and financial position of the Company and its subsidiaries, 


 

	 	•	 	The Transaction will be made assuming a normalized working capital, 

  

	 	•	 	The existing operating facilities (Including the laboratories and offices) are in good condition and do not require a material injection of capital or investment in order to maintain current condition.


  

	 	•	 	Comprehensive knowledge and understanding of any commitments assumed by Alexza in regards of royalties and loan notes. 

  

	 	7.	Timing 

 Ferrer believes it can conduct this due diligence In a timely manner, with a
target of 20 days from acceptance of this non-binding offer. We would be willing to negotiate the terms of the definitive transaction documentation on parallel timeline with the due diligence investigation. 

 

	 	8.	Additional Information 

 This letter and the terms herein are confidential and should not
be disclosed to anyone other than the shareholders, the management team and its respective advisors. 
  

	 	9.	Contact Information 

 Please contact: 

Antoni Villaró via email at avillaro@ferrer.com or telephone at (34)936003787 or (34)618234445 

or 
 Juan Fanés via email
at jfanes@ferrer.com or telephone at (34)936003717 or (34)606337891 

  

			
		 	R.M.B. 06.10.98, Tomo 31.026, Folio 39, Hoja n° B-184105,
		 	Inscription 1e, N.I.F. A-61738993











			
	



	 	 Grupo Ferrer Internacional, S.A.
  

Diagonal 549, 5a planta E-08029 Barcelona

Tel. +34 936003700 - Fax +34 933308057
 www.ferrer.com



 

 We believe that this proposal represents a compelling proposition for Alexza and its stockholders and believe
a mutually advantageous transaction can be negotiated and executed expeditiously. We look forward to working with you to pursue this opportunity for both of our companies. 

Sincerely, 
 /s/ Juan Fanés Trillo 

Juan Fanés Trillo 
 C.F.O. 

Grupo Ferrer Internacional, S.A. 
 Accepted by Alexza
Pharmaceuticals, Inc: 
  

	
	/s/ Thomas B. King
	17 February 2016


  

			
		 	R.M.B. 06.10.98, Tomo 31.026, Folio 39, Hoja n° B-184105,
		 	Inscription 1e, N.I.F. A-61738993