Amendment to Warrants



 Exhibit 4.10 
 ZOGENIX, INC. 
 AMENDMENT TO WARRANTS 

THIS AMENDMENT TO WARRANTS (this “Amendment”) is made and entered into as of October 7, 2010 by and among
Zogenix, Inc., a Delaware corporation (the “Company”), and the investors (the “Investors”) holding Warrants (the “Warrants”) issued pursuant to that certain Amended and Restated
Series B Preferred Stock Purchase Agreement dated December 2, 2009 by and among the Company and the persons and entities listed on the Schedule of Investors thereto. 
 WHEREAS, the Company and the Investors have determined that it is in their mutual interests to amend the Warrants as hereinafter set forth; and 

WHEREAS, pursuant to their terms the Warrants may be amended and the observance of any term thereof may be waived with the written
consent of the Company and the holders of sixty-seven percent (67%) of the shares issuable upon exercise of the Warrants. 

NOW, THEREFORE, in consideration of the foregoing, the undersigned Investors hereby agree with the Company as follows: 

1. Amendment to Warrants. Section 2.3 of the Warrants is hereby amended and restated in its entirety to read as follows: 

“2.3 Term; Method of Exercise. 
 2.3.1 Term. Subject to the terms hereof, this Warrant may be exercised, in whole or in part, at any time after the date hereof and prior to 5:00 p.m. (Pacific Time) on the close of business on
December 2, 2016 (the “Exercise Period”), unless sooner terminated as set forth in Section 6.3 below. 
 2.3.2 Method of Exercise. This Warrant is exercisable during the Exercise Period with respect to any or all of the Shares, at the option of Holder, upon surrender of this Warrant to the Company
together with (a) a duly completed (i) Notice of Exercise, in the form attached hereto as Exhibit A, or (ii) Net Issue Election Notice, in the form attached hereto as Exhibit B and (b) payment of an amount
equal to the Exercise Price multiplied by the number of Shares with respect to which this Warrant is being exercised as provided in Section 2.4 below. If Holder exercises this Warrant with respect to less than all of the Shares represented by
this Warrant, the Company shall cancel this Warrant upon the surrender thereof and shall execute and deliver to Holder a new Warrant for the balance of such Shares.” 
 2. No Other Amendment. Except for the matters set forth in this Amendment, all other terms of the Warrants shall remain unchanged and in full force and effect. 

3. Governing Law. This Warrant shall be governed by and construed and enforced in accordance with the laws of the State of California, without
giving effect to its conflicts of laws principles. 
 4. Counterparts. This Amendment may be executed in one or more counterparts,
each of which will be deemed an original but all of which together shall constitute one and the same instrument. 

[SIGNATURE PAGES FOLLOW] 







 IN WITNESS WHEREOF, the parties have executed this Amendment to Warrants as of the date
first written above. 
  

	
	COMPANY:
	
	 ZOGENIX, INC.
 a
Delaware corporation

	
	/s/ Ann D. Rhoads
	Ann D. Rhoads
	Executive Vice President and Chief Financial
	Officer


 SIGNATURE
PAGE TO 
 AMENDMENT TO WARRANTS 








			
	INVESTORS:
	
	DOMAIN PARTNERS VII, L.P.
		
	By:	 	 One Palmer Square Associates VII, L.L.C.,
 its General Partner

		
	By:	 	/s/ Kathleen K. Schoemaker
		 	 Kathleen K. Schoemaker

Managing Member

	
	DP VII ASSOCIATES, L.P.
		
	By:	 	 One Palmer Square Associates VII, L.L.C.,
 its General Partner

		
	By:	 	/s/ Kathleen K. Schoemaker
		 	 Kathleen K. Schoemaker

Managing Member



 SIGNATURE PAGE TO 

AMENDMENT TO WARRANTS 








			
	INVESTORS:
	
	SCALE VENTURE PARTNERS II, LP
		
	By:	 	 Scale Venture Management II, LLC

its General Partner

		
	By:	 	/s/ Louis C. Bock
		 	 Louis C. Bock
 Managing
Director



 SIGNATURE PAGE TO 

AMENDMENT TO WARRANTS 








			
	INVESTORS:
	
	 ABINGWORTH BIOVENTURES IV LP
 acting by:
     Its manager Abingworth Management Ltd

		
	By:	 	/s/ James Abell
	Name:	 	James Abell
	Title:	 	Director
	
	 ABINGWORTH BIOVENTURES IV EXECUTIVES LP
 acting by:
     Its manager Abingworth Management Ltd

		
	By:	 	/s/ James Abell
	Name:	 	James Abell
	Title:	 	Director


 SIGNATURE
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 AMENDMENT TO WARRANTS 








			
	INVESTORS:
	
	TMP ASSOCIATES II, L.P.
		
	By:	 	/s/ James E. Thomas
	Name:	 	James E. Thomas
	Title:	 	Manager
	
	TMP NOMINEE II, LLC
		
	By:	 	/s/ James E. Thomas
	Name:	 	James E. Thomas
	Title:	 	Manager
	
	THOMAS, MCNERNEY & PARTNERS II, L.P.
		
	By:	 	/s/ James E. Thomas
	Name:	 	James E. Thomas
	Title:	 	Manager


 SIGNATURE
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 AMENDMENT TO WARRANTS 








			
	INVESTORS:
	
	CLARUS LIFESCIENCES I, L.P.
		
	By:	 	 Clarus Ventures I Management, L.P.
 its general partner

		
	By:	 	 Clarus Ventures I, LLC
 its
general partner

		
	By:	 	/s/ Kurt C. Wheeler
		 	Kurt C. Wheeler
		 	Managing Director



SIGNATURE PAGE TO 
 AMENDMENT TO WARRANTS 








			
	INVESTORS:
	
	CHICAGO GROWTH PARTNERS II, L.P.
		
	By:	 	Chicago Growth Management II, LP
	Its:	 	General Partner
		
	By:	 	Chicago Growth Management II, LLC
	Its:	 	General Partner
		
	By:	 	/s/ Arda Mincherhomjee
		 	Arda Minocherhomjee
		 	Partner


 SIGNATURE
PAGE TO 
 AMENDMENT TO WARRANTS