##### 



Exhibit 10.31
 [ * ] = Certain confidential information contained in this document, marked by
brackets, has been omitted and filed separately with the Securities and Exchange Commission
pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.
 
 NOVATED AND RESTATED
 TECHNOLOGY LICENSE AGREEMENT
 dated as of December 1, 2006
 among
 ALEXZA PHARMACEUTICALS, INC.,
 SYMPHONY ALLEGRO, INC.
 and
 SYMPHONY ALLEGRO HOLDINGS LLC




---



##### 



TABLE OF CONTENTS
 PageARTICLE 1 DEFINITIONS
    
    
    1ARTICLE 2 GRANT OF RIGHTS
    
    
    12.1           Assignment
    
    
    12.2           License Grant
    
    
    22.3           Sublicense to Licensor
    
    
    22.4           Right to Sublicense
    
    
    22.5           Partial Reversion of License upon Licensors Exercise of Discontinuation Option
    
    
    32.6           Reservation of Rights
    
    
    32.7           Regulatory Files After Expiration or Termination of Term or Discontinuation Option
    
    
    42.8           Delivery of Materials After Expiration or Termination of Term
    
    
    52.9           License Opportunities
    
    
    52.10         Separate Third Party License for Discontinued Program
    
    
    62.11         Supply of Product After Expiration or Termination of Term
    
    
    7ARTICLE 3 SUBLICENSE TO CERTAIN THIRD PARTY INTELLECTUAL PROPERTY
    
    
    83.1          Third Party Sublicense Payments
    
    
    83.2           Sublicensed Intellectual Property
    
    
    8ARTICLE 4 INTELLECTUAL PROPERTY
    
    
    94.1           Ownership
    
    
    94.2           Marking
    
    
    94.3           Prosecution and Maintenance
    
    
    94.4           Abandonment
    
    
    104.5           Infringement
    
    
    104.6           Enforcement Right During Term
    
    
    104.7           Post-Term Enforcement
    
    
    124.8           Withdrawal of Enforcement
    
    
    134.9           Recoveries
    
    
    134.10         Enforcement For Other Activities
    
    
    13ARTICLE 5 REPRESENTATIONS AND WARRANTIES
    
    
    135.1           Representations and Warranties of Licensor
    
    
    135.2           Disclaimer and Acknowledgement
    
    
    14ARTICLE 6 INDEMNIFICATION AND LIMITATION OF LIABILITY
    
    
    15
 
 [*]  =
    
    Certain confidential information contained in this document, marked by brackets,
has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule
24b-2 of the Securities Exchange Act of 1934, as amended. i




---



##### 



6.1           Indemnity
    
    
    156.2           Notice of Claims
    
    
    166.3           Defense of Proceedings
    
    
    166.4           Settlement
    
    
    186.5           Limitation of Liability
    
    
    186.6           Insurance
    
    
    18ARTICLE 7 TERM AND TERMINATION
    
    
    187.1           Term
    
    
    187.2           Termination
    
    
    187.3           Survival
    
    
    197.4           Bankruptcy
    
    
    19ARTICLE 8 MISCELLANEOUS
    
    
    208.1           Notices
    
    
    208.2           Entire Agreement
    
    
    218.3           Assignment
    
    
    218.4           Headings
    
    
    218.5           Independent Contractor
    
    
    228.6           Severability
    
    
    228.7           No Third-Party Beneficiaries
    
    
    228.8           Compliance with Laws
    
    
    228.9           Amendment
    
    
    228.10         Governing Law; Consent to Jurisdiction and Service of Process
    
    
    228.11         WAIVER OF JURY TRIAL
    
    
    238.12         Counterparts
    
    
    238.13         No Waiver
    
    
    23
       
 [*]  =
    
    Certain confidential information contained in this document, marked by brackets,
has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule
24b-2 of the Securities Exchange Act of 1934, as amended. ii




---



##### 



[*]  =
    
    Certain confidential information contained in this document, marked by brackets,
has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule
24b-2 of the Securities Exchange Act of 1934, as amended. Exhibit
10.31
 NOVATED AND RESTATED
TECHNOLOGY LICENSE AGREEMENT
 Agreement Licensor Symphony
Allegro Party, Parties Holdings
 Original Agreement
      ARTICLE 1  DEFINITIONS
 Annex A
 
 [*]  =
    
    Certain confidential information contained in this document, marked by brackets,
has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule
24b-2 of the Securities Exchange Act of 1934, as amended.




---



##### 



Exhibit
10.31
 ARTICLE 2  GRANT OF RIGHTS
 Assignment
 License Grant Sections 2.3 2.4 2.5, 2.6 2.9 Schedule
2.2
 Sublicense to Licensor Section 4.3 Section 4.3 Section 2.3 Section 2.3
 Right to Sublicense Schedule 2.2
 Sections 2.3 2.4(b) Section 2.2
 Section 2.2
 2





|       |  |                                                                                                                                                                                                                                              
|------ |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|[*]  = |  | Certain confidential information contained in this document, marked by brackets,
has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule
24b-2 of the Securities Exchange Act of 1934, as amended.



---



##### 



Partial Reversion of License upon Licensors Exercise of Discontinuation Option Section 11 Section 2.2 Section 2.3 Section 11
 Reservation of Rights Section 2.3
 
 [*]  =
    
    Certain confidential information contained in this document, marked by brackets,
has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule
24b-2 of the Securities Exchange Act of 1934, as amended. 3




---



##### 



Section 2.11
 Regulatory Files After Expiration or Termination of Term or Discontinuation
Option
   
 [*]  =
    
    Certain confidential information contained in this document, marked by brackets,
has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule
24b-2 of the Securities Exchange Act of 1934, as amended. 4




---



##### 



Delivery of Materials After Expiration or Termination of Term
    License Opportunities Third Party IP
 
 [*]  =
    
    Certain confidential information contained in this document, marked by brackets,
has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule
24b-2 of the Securities Exchange Act of 1934, as amended. 5




---



##### 



Separate Third Party License for Discontinued Program Discontinued Program
 
 [*]  =
    
    Certain confidential information contained in this document, marked by brackets,
has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule
24b-2 of the Securities Exchange Act of 1934, as amended. 6




---



##### 



Supply of Product After Expiration or Termination of Term Section 2.11 Section 2.11 Annex C
 Annex C Supply Agreement
 Other Product Annex C Additional Manufacturing
Costs Capital Recovery Terms
 
 [*]  =
    
    Certain confidential information contained in this document, marked by brackets,
has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule
24b-2 of the Securities Exchange Act of 1934, as amended. 7




---



##### 



ARTICLE 3  SUBLICENSE TO CERTAIN THIRD PARTY INTELLECTUAL PROPERTY
 Third Party Sublicense Payments Section 3.1 Annex B
 
 [*]  =
    
    Certain confidential information contained in this document, marked by brackets,
has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule
24b-2 of the Securities Exchange Act of 1934, as amended. 8




---



##### 



Sublicensed Intellectual Property Sublicensed Intellectual Property Sublicense Obligations Schedule 2.2 Section 2.2 Section 3.2
 ARTICLE 4  INTELLECTUAL PROPERTY
 Ownership Schedule 2.2
 Marking
 Prosecution and Maintenance
 Section 4.3
 
 [*]  =
    
    Certain confidential information contained in this document, marked by brackets,
has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule
24b-2 of the Securities Exchange Act of 1934, as amended. 9




---



##### 



Section 2.2
 Section 2.2
 Section 4.3
 Abandonment Schedule 2.2
 
 [*]  =
    
    Certain confidential information contained in this document, marked by brackets,
has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule
24b-2 of the Securities Exchange Act of 1934, as amended. 10




---



##### 



Infringement
 Enforcement Right During Term
 Section 4.6(c)
  Schedule 2.2 Section
4.6(b)
 
 [*]  =
    
    Certain confidential information contained in this document, marked by brackets,
has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule
24b-2 of the Securities Exchange Act of 1934, as amended. 11




---



##### 



Post-Term Enforcement
  Section 4.7(a)
 
 [*]  =
    
    Certain confidential information contained in this document, marked by brackets,
has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule
24b-2 of the Securities Exchange Act of 1934, as amended. 12




---



##### 



Licensed Patent Rights Sections 4.7(a) 4.7(b) provided however
 Withdrawal of Enforcement Section 2.2 Section 2.6
 Recoveries
 Enforcement For Other Activities
 
 [*]  =
    
    Certain confidential information contained in this document, marked by brackets,
has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule
24b-2 of the Securities Exchange Act of 1934, as amended. 13




---



##### 



ARTICLE 5  REPRESENTATIONS AND WARRANTIES
 Representations and Warranties of Licensor
 Section 3.2 Schedule 2.2 Annex
D Schedule 5.1(a)
     Annex B
 
 [*]  =
    
    Certain confidential information contained in this document, marked by brackets,
has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule
24b-2 of the Securities Exchange Act of 1934, as amended. 14




---



##### 



Section 5.1(g) Current Products
 Disclaimer and Acknowledgement
 ARTICLE 6  INDEMNIFICATION AND LIMITATION OF LIABILITY
 Indemnity Symphony Allegro Indemnified Party Licensor Indemnified Party Indemnified Parties
 
 [*]  =
    
    Certain confidential information contained in this document, marked by brackets,
has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule
24b-2 of the Securities Exchange Act of 1934, as amended. 15




---



##### 



Loss
    Notice of Claims Indemnifying Party Indemnified Proceeding
 
 [*]  =
    
    Certain confidential information contained in this document, marked by brackets,
has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule
24b-2 of the Securities Exchange Act of 1934, as amended. 16




---



##### 



Defense of Proceedings
   Section 6.3
 
 [*]  =
    
    Certain confidential information contained in this document, marked by brackets,
has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule
24b-2 of the Securities Exchange Act of 1934, as amended. 17




---



##### 



clauses (a)-(d)
 Settlement
 Limitation of Liability
 
 [*]  =
    
    Certain confidential information contained in this document, marked by brackets,
has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule
24b-2 of the Securities Exchange Act of 1934, as amended. 18




---



##### 



Insurance
 ARTICLE 7  TERM AND TERMINATION
 Term
 Termination
  Section 2
  Section 2.5
 Survival Sections 2.10 4.1 5.2 7.3 Articles 6 8
 
 [*]  =
    
    Certain confidential information contained in this document, marked by brackets,
has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule
24b-2 of the Securities Exchange Act of 1934, as amended. 19




---



##### 



Bankruptcy Section 365(n) Code Intellectual Property
 ARTICLE 8  MISCELLANEOUS
 Notices Section 8.1
  
  
  
 
 [*]  =
    
    Certain confidential information contained in this document, marked by brackets,
has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule
24b-2 of the Securities Exchange Act of 1934, as amended. 20




---



##### 



Entire Agreement
 Assignment
 
 [*]  =
    
    Certain confidential information contained in this document, marked by brackets,
has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule
24b-2 of the Securities Exchange Act of 1934, as amended. 21




---



##### 



Headings
 Independent Contractor
 Severability
 No Third-Party Beneficiaries
 Compliance with Laws
 Amendment
 Governing Law; Consent to Jurisdiction and Service of Process
   
 [*]  =
    
    Certain confidential information contained in this document, marked by brackets,
has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule
24b-2 of the Securities Exchange Act of 1934, as amended. 22




---



##### 



WAIVER OF JURY TRIAL
 Counterparts
 No Waiver
  
 [*]  =
    
    Certain confidential information contained in this document, marked by brackets,
has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule
24b-2 of the Securities Exchange Act of 1934, as amended. 23




---



##### 



SYMPHONY ALLEGRO, INC.By:
    
    /s/ Neil J. SandlerName: Neil J. SandlerTitle: Chairman of the BoardSYMPHONY ALLEGRO HOLDINGS LLCBy:
    
    Symphony Capital Partners, L.P.,its ManagerBy:
    
    Symphony Capital GP, L.P.,its MemberBy:
    
    Symphony Capital GP, LLC,its MemberBy:
    
    /s/ Mark KesselName: Mark KesselTitle: Managing MemberALEXZA PHARMACEUTICALS, INC.By:
    
    /s/ Thomas B. KingName: Thomas B. KingTitle: President and Chief Executive Officer
 
 [*]  =
    
    Certain confidential information contained in this document, marked by brackets,
has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule
24b-2 of the Securities Exchange Act of 1934, as amended.




---



##### 



[*]  =
    
    Certain confidential information contained in this document, marked by brackets,
has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule
24b-2 of the Securities Exchange Act of 1934, as amended. Exhibit
10.31
 ANNEX A
    
 [*]  =
    
    Certain confidential information contained in this document, marked by brackets,
has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule
24b-2 of the Securities Exchange Act of 1934, as amended.




---



##### 



CERTAIN DEFINITIONS
 $
 Accredited Investor
 Act
 Ad Hoc Meeting
 Additional Party Section 14
 Additional Regulatory Filings
 Adjusted Capital Account Deficit Section 1.01
 Affected Member Section 27
 Affiliate clauses (i) (ii)
 Alexza
 Alexza Accounting Advisor
 Alexza Common Stock
 Alexza Common Stock Valuation Section 2(e)
 Alexza Obligations Section 6.1(a)
 
 [*]  =
    
    Certain confidential information contained in this document, marked by brackets,
has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule
24b-2 of the Securities Exchange Act of 1934, as amended.




---



##### 



Alexza Personnel Section 8.4
 Alexza Public Filings
 Alexza Subcontractor
 Allegro Relevant Infringement
 Alprazolam
 Amended and Restated Research and Development Agreement
 Asset Value Section 1.01
 Auditors
 AZ-002 Product
 AZ-002 Program
 AZ-004 Product
 AZ-004 Program
 Balance Sheet Deficiency Section 1(c)(iii)
 Balance Sheet Deficiency Date Section 1(c)(iii)
 
 [*]  =
    
    Certain confidential information contained in this document, marked by brackets,
has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule
24b-2 of the Securities Exchange Act of 1934, as amended.




---



##### 



Balance Sheet Deficiency Threshold
 Bankruptcy Code
 Business Day
 Capital Contributions Section 1.01
 Capitalized Leases
 Cash Available for Distribution Section 1.01
 Chair
 Change of Control
   Change of Control Put Option Section 2A
 Change of Control Put Option Exercise Notice Section 2A
 Class A Member
 Class A Membership Interest
 Class B Member
 
 [*]  =
    
    Certain confidential information contained in this document, marked by brackets,
has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule
24b-2 of the Securities Exchange Act of 1934, as amended.




---



##### 



Class B Membership Interest
 Class C Member
 Class C Membership Interest
 Class D Member
 Class D Membership Interest
 Client Schedules Section 5(b)
 Clinical Budget Component Section 4.1
 Clinical Trial Material
 Closing Date
 CMC
 Code
 Committed Capital
 Common Stock
 Company Expenses Section 5.09
 Company Property Section 1.01
 Confidential Information Section 2
 Confidentiality Agreement
 
 [*]  =
    
    Certain confidential information contained in this document, marked by brackets,
has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule
24b-2 of the Securities Exchange Act of 1934, as amended.




---



##### 



Conflict Transaction Article X
 Control
 Cross Program Expenses Section 6(a) Section
5 Section 1(a)(xi)
 Current Products Section 5.1(g)
 Debt
        
 [*]  =
    
    Certain confidential information contained in this document, marked by brackets,
has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule
24b-2 of the Securities Exchange Act of 1934, as amended.




---



##### 



clauses (a) (i)
  Development Budget
 Development Committee
 Development Committee Charter
 Development Committee Member
 Development Plan
 Development Product
 
 [*]  =
    
    Certain confidential information contained in this document, marked by brackets,
has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule
24b-2 of the Securities Exchange Act of 1934, as amended.




---



##### 



Development Services Section 1(b)
 Development Subcontracting Agreement
 Director(s)
 Disclosing Party Section 4
 Discontinuation Option Section 11(a)
 Discontinuation Option Closing Date Section 11(a)
 Discontinuation Price Section 11(a)
 Discontinued Program Section 2.10
 Disinterested Directors Article IX
 Distribution Section 1.01
 Drug Master Files
 Early Purchase Option Exercise Section 1(c)(v)
 Effective Registration Date Section 1(b)
 Encumbrance
 
 [*]  =
    
    Certain confidential information contained in this document, marked by brackets,
has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule
24b-2 of the Securities Exchange Act of 1934, as amended.




---



##### 



Equity Securities
 ERISA
 Excepted Debt Section 5(c)(iii)
 Exchange Act
 Existing Confidentiality Agreement Section 2(a)
 Exiting Product
 Extension Funding Section 2
 External Directors Section 4(b)(iv)
 FDA
 FDA Sponsor Section 5.1
 Final Termination Date Section 1(c)(iii)
 
 [*]  =
    
    Certain confidential information contained in this document, marked by brackets,
has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule
24b-2 of the Securities Exchange Act of 1934, as amended.




---



##### 



Financial Audits Section 6.7
 Financing
 Fiscal Year
 Form S-3
 FTE
 Funds Termination Date Section 1(c)(iii)
 Funds Termination Notice Section 1(c)(iii)
 GAAP
 Governmental Approvals
 Governmental Authority
 Governmental Order
 Hedge Agreement
 Holdings
 
 [*]  =
    
    Certain confidential information contained in this document, marked by brackets,
has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule
24b-2 of the Securities Exchange Act of 1934, as amended.




---



##### 



Holdings Claims Section 5.01
 Holdings LLC Agreement
 HSR Filings
 IND
 Indemnification Agreement
 Indemnified Party
 Indemnified Proceeding
 Indemnifying Party
 IND-Enabling GLP Inhalation Toxicology Studies
 Initial Development Budget Annex C
 Initial Development Plan Annex C
 Initial Holdings LLC Agreement
 Initial Investors LLC Agreement
 Initial LLC Member Section 1.01
 Interest Certificate Section 1.01
 
 [*]  =
    
    Certain confidential information contained in this document, marked by brackets,
has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule
24b-2 of the Securities Exchange Act of 1934, as amended.




---



##### 



Investment Company Act
 Investment Overview
 Investment Policy Section 1(a)(vi)
 Investors
 Investors LLC Agreement
 IRS
 Key Personnel Schedule 6.5
 Know-How
 Knowledge
 Law
 License
 Licensed Intellectual Property
 Licensed Know-How
  
 [*]  =
    
    Certain confidential information contained in this document, marked by brackets,
has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule
24b-2 of the Securities Exchange Act of 1934, as amended.




---



##### 



provided however
 Licensed Patent Rights
 Annex D
  Annex D
   Licensor
 Lien Section 1.01
 Liquidating Event Section 8.01
 LLC Agreements
 Loss
 
 [*]  =
    
    Certain confidential information contained in this document, marked by brackets,
has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule
24b-2 of the Securities Exchange Act of 1934, as amended.




---



##### 



Loxapine
 Management Fee Section 6(a)
 Management Services Section 1(a)
 Manager
 Manager Event Section 3.01(g)
 Manufacturing Subcontracting Agreement
 Material Adverse Effect
 Material Subsidiary
 Medical Discontinuation Event
 Membership Interest
 NASDAQ
 NDA
 
 [*]  =
    
    Certain confidential information contained in this document, marked by brackets,
has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule
24b-2 of the Securities Exchange Act of 1934, as amended.




---



##### 



Non-Alexza Capital Transaction
 Novated and Restated Technology License Agreement
 Operative Documents
 Organizational Documents
 Partial Stock Payment Section 3(a)(iii)
 Party(ies) Party
 Payment Terms Section 8.2
 Percentage Section 1.01
 Permitted Investments Section 1.01
 Permitted Lien Section 1.01
 Person
 Personnel
 
 [*]  =
    
    Certain confidential information contained in this document, marked by brackets,
has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule
24b-2 of the Securities Exchange Act of 1934, as amended.




---



##### 



Prime Rate Prime Rate
 Products
 Profit Section 1.01
 Programs
 Program-Specific Claim
 Program-Specific Patents
 Protocol Section 6
 Public Companies Section 5(e)
 Purchase Option Section 1(a)
 Purchase Option Agreement
 Purchase Option Closing Section 2(a)
 Purchase Option Closing Date Section 2(a)
 Purchase Option Commencement Date Section
1(c)(iii)
 Purchase Option Exercise Date Section 2(a)
 
 [*]  =
    
    Certain confidential information contained in this document, marked by brackets,
has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule
24b-2 of the Securities Exchange Act of 1934, as amended.




---



##### 



Purchase Option Exercise Notice Section 2(a)
 Purchase Option Offset Amount
 Purchase Option Period Section 1(c)(iii)
 Purchase Price Section 2(b)
 QA Audits Section 6.6
 Quarterly Price Section 2(b)(i)
 Registration Rights Agreement
 Registration Statement Section 1(b)
 Regulatory Allocation Section 3.06
 Regulatory Authority
 Regulatory Files
 Representative
 Research Cost Sharing and Extension Agreement
 
 [*]  =
    
    Certain confidential information contained in this document, marked by brackets,
has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule
24b-2 of the Securities Exchange Act of 1934, as amended.




---



##### 



Research and Development Agreement
 RRD
 RRD Indemnified Party Section 10(a)
 RRD Loss Section 10(a)
 RRD Personnel Section 1(a)(ii)
 RRD Services Agreement
 Schedule K-1 Section 9.02(a)
 Scheduled Meeting
 Scientific Discontinuation Event Section 4.2(c)
 SCP
 SEC
 Securities Act
 Selling Stockholder Questionnaire Section 4(a)
 Shareholder
 Solvent Section 1.01
 SSP
 Staccato Technology
 Stock Payment Date Section 2
 
 [*]  =
    
    Certain confidential information contained in this document, marked by brackets,
has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule
24b-2 of the Securities Exchange Act of 1934, as amended.




---



##### 



Stock Purchase Price Section 2
 Subcontracting Agreement
 Sublicense Obligations Section 3.2
 Sublicensed Intellectual Property Section 3.2
 Subscription Agreement
 Subsidiary
 Surviving Entity
 Symphony Allegro
 Symphony Allegro Auditors Section 5(b)
 Symphony Allegro Board
 Symphony Allegro By-laws
 Symphony Allegro Charter
 Symphony Allegro Director Event Section
3.01(h)(i)
 Symphony Allegro Enhancements
 
 [*]  =
    
    Certain confidential information contained in this document, marked by brackets,
has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule
24b-2 of the Securities Exchange Act of 1934, as amended.




---



##### 



Section
12
 Symphony Allegro Equity Securities
 Symphony Allegro Loss Section 10(b)
 Symphony Allegro Shares Section 2.02
 Symphony Capital
 Symphony Fund(s)
 Tangible Materials
 Tax Amount Section 4.02
 Technology License Agreement
 Term Section 4(b)(iii)
 Territory
 Third Party IP Section 2.9
 Third Party Licensor
 Transaction Event Section 6.05
 
 [*]  =
    
    Certain confidential information contained in this document, marked by brackets,
has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule
24b-2 of the Securities Exchange Act of 1934, as amended.




---



##### 



Transfer
 Transferee
 Voluntary Bankruptcy Section 1.01
 Warrant Closing Section 2.03
 Warrant Date Section 2.02
 Warrant Purchase Agreement
 Warrant Shares Section 2.01
 Warrant Surrender Price Section 7.08
 Warrants Section 2.01
 
 [*]  =
    
    Certain confidential information contained in this document, marked by brackets,
has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule
24b-2 of the Securities Exchange Act of 1934, as amended.




---



##### 



ANNEX B
 CERTAIN ROYALTY AND MILESTONE PAYMENTS
 Autoliv Development Agreement
   
 [*]  =
    
    Certain confidential information contained in this document, marked by brackets,
has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule
24b-2 of the Securities Exchange Act of 1934, as amended. B-1




---



##### 



ANNEX C
 KEY SUPPLY AGREEMENT TERMS
  
 [*]  =
    
    Certain confidential information contained in this document, marked by brackets,
has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule
24b-2 of the Securities Exchange Act of 1934, as amended. C-1




---



##### 



ANNEX D
 LICENSED PATENT RIGHTS
 Application
    
    Application
    
    Patent
    
    GrantNumber
    
    Date
    
    Number
    
    Date
    
    Title10/152,639
    
    5/20/2002
    
    
    6,716,416
    
    
    4/6/2004
    
    Delivery of Antipsychotics Through An Inhalation Route10/750,303
    
    12/30/2003
    
    
    7,078,020
    
    
    7/18/2006
    
    Delivery of Antipsychotics Through An Inhalation Route10/767,115
    
    1/28/2004
    
    
    7,052,679
    
    
    5/30/2006
    
    Delivery of Antipsychotics Through An Inhalation Route11/488,932
    
    7/18/2006
    
    
    
    
    
    
    
    Delivery of Antipsychotics Through An Inhalation Route10/155,373
    
    5/22/2002
    
    
    6,737,043
    
    
    5/18/2004
    
    Delivery of Alprazolam, Estazolam, Midazolam or Triazolam Through An Inhalation Route10/735,495
    
    12/12/2003
    
    
    7,018,619
    
    
    3/28/2006
    
    Delivery of Alprazolam, Estazolam, Midazolam or Triazolam Through An Inhalation Route10/769,157
    
    1/29/2004
    
    
    7,060,255
    
    
    6/13/2006
    
    Delivery of Alprazolam, Estazolam, Midazolam or Triazolam Through An Inhalation Route11/451,852
    
    6/13/2006
    
    
    
    
    
    
    
    Delivery of Alprazolam, Estazolam, Midazolam or Triazolam Through An Inhalation Route10/719,540
    
    11/20/2003
    
    
    
    
    
    
    
    Method For Treating Pain With Loxapine and Amoxapine10/719,763
    
    11/20/2003
    
    
    
    
    
    
    
    Acute Treatment of Headache With Phenothiazine Antipsychotics10/718,982
    
    11/20/2003
    
    
    7,090,830
    
    
    8/15/2006
    
    Drug Condensation Aerosols and Kits11/504,419
    
    8/15/2006
    
    
    
    
    
    
    
    Drug Condensation Aerosols and Kits11/346,548
    
    2/2/2006
    
    
    
    
    
    
    
    Acute Treatment of Headache With Phenothiazine Antipsychotics
 
 [*]  =
    
    Certain confidential information contained in this document, marked by brackets,
has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule
24b-2 of the Securities Exchange Act of 1934, as amended. D-1




---



##### 



SCHEDULE 2.2
 CERTAIN RESTRICTIONS RELATING TO LICENSED INTELLECTUAL  PROPERTY
  
 [*]  =
    
    Certain confidential information contained in this document, marked by brackets,
has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule
24b-2 of the Securities Exchange Act of 1934, as amended.




---



##### 



SCHEDULE 5.1(a)
 REGULATORY FILES
  
 [*]  =
    
    Certain confidential information contained in this document, marked by brackets,
has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule
24b-2 of the Securities Exchange Act of 1934, as amended.