**Exhibit 10.32****EXECUTION COPY****CONFIDENTIALITY AGREEMENT**     This CONFIDENTIALITY AGREEMENT (this “Agreement”) is dated as of December 1, 2006, byand among Symphony Allegro, Inc., a Delaware corporation (“Symphony Allegro”), SymphonyAllegro Holdings LLC, a Delaware limited liability company (“Holdings”), AlexzaPharmaceuticals, Inc., a Delaware corporation (“Alexza”), Symphony Capital Partners, L.P.,a Delaware limited partnership (“SCP”), Symphony Strategic Partners, LLC, a Delawarelimited liability company (“SSP” and, together with SCP, the “Symphony Funds”),Symphony Allegro Investors LLC, a Delaware limited liability company (“Investors”),Symphony Capital LLC, a Delaware limited liability company (“Symphony Capital”) and RRDInternational, LLC, a Delaware limited liability company (“RRD”).     WHEREAS, certain of the parties hereto (the “Parties” and each a “Party”) haveentered into the Operative Documents (as such term is defined in the Purchase Option Agreement,dated the date hereof, among Alexza, Holdings and Symphony Allegro (the “Purchase OptionAgreement”)); and     NOW, THEREFORE, upon the execution and delivery of this Agreement, each signatory heretohereby agrees as follows:          1. Defined Terms. Terms not otherwise defined herein are used as defined in thePurchase Option Agreement.          2. Confidential Information.               (a) “Confidential Information” shall mean any information disclosed by a Party to aParty under the terms of, or in connection with: (i) the Mutual Confidential Disclosure Agreementbetween Alexza and Symphony Capital, dated as of March 29, 2006, as amended by side letter onOctober 20, 2006 (the “Existing Confidentiality Agreement”); (ii) the Letter of Intent,dated as of October 18, 2006, between Alexza and Symphony Capital, including any attachmentsthereto; and (iii) the Operative Documents or the transactions contemplated thereby, including, butnot limited to, commercial, financial, and technical information, substances, formulations,techniques, methodologies, customer or client lists, programs, procedures, data, documents,know-how, protocols, results of experimentation and testing, specifications, databases, businessplans, trade secrets, budget forecasts, business arrangements, information regarding specifictransactions, financial information and estimates, long-term plans and goals, information regarding patents and other types of intellectual propertyand the terms of the Operative Documents.               (b) Confidential Information shall not, however, include any information that: (A) ispublicly available at the time of such disclosure; (B) becomes publicly available after suchdisclosure other than by reason of disclosure by the receiving Party (including a failure to act toprotect the confidentiality of such
 

 
information) in violation of this Agreement; (C) was or becomesavailable to the receiving Party or its Affiliates from a third party source (who is neither aparty to nor bound by this Agreement), which is not known by such Party or its Affiliates to besubject to a confidentiality obligation to any other Party; or (D) was already known by thereceiving Party at the time of disclosure, as evidenced by such Party’s written records.          3. Ownership of Confidential Information.               (a) Each Party that receives Confidential Information from another Party shall have theconfidentiality obligations set forth in Section 4 with respect to such information, andsuch information shall generally be considered the Confidential Information of the Party disclosingsuch information. Notwithstanding the foregoing, and subject to Section 3(c), during theTerm, all of the Parties hereto shall have such confidentiality obligations with respect to theTangible Materials, Regulatory Files and Licensed Intellectual Property (and on account of theobligations that each Party has to the other Parties, such information shall be deemed theConfidential Information of all the Parties hereto); provided that if, during the Term, (1) Alexzashall exercise a Discontinuation Option, then the Tangible Materials, Regulatory Files and LicensedIntellectual Property that pertain to the Program for which Alexza exercised such DiscontinuationOption shall be deemed solely the Confidential Information of Alexza, or (2) Symphony Allegroshall, following the expiration of a Discontinuation Option without exercise by Alexza, transfer orlicense rights relating to such discontinued Program to a third party, then the Tangible Materials,Regulatory Files and Licensed Intellectual Property that pertain solely to such discontinuedProgram may be deemed the Confidential Information of such third party, provided that such thirdparty shall have become a party to this Agreement or entered into a confidentiality agreement withAlexza and Symphony Allegro on terms at least as stringent as those set forth in this Agreement.               (b) If the Term shall terminate through Alexza’s exercise of the Purchase Option, then theTangible Materials, Regulatory Files and Licensed Intellectual Property shall be deemed solely theConfidential Information of Alexza. If the Term shall terminate as a result of the unexercisedexpiration of the Purchase Option or termination of the Purchase Option Agreement, then allTangible Materials, Regulatory Files and Licensed Intellectual Property related to Loxapine andAlprazolam and its delivery by means of the AZ-004 Product and AZ-002 Product and not previouslythe subject of an exercise of the Discontinuation Option shall be deemed solely the ConfidentialInformation of Symphony Allegro, subject to Section 3(c).               (c) Notwithstanding the foregoing, Confidential Information that is related to the StaccatoTechnology generally but not specifically related toLoxapine or Alprazolam or its delivery by means of the AZ-004 Product and AZ-002 Product shallbe deemed solely the Confidential Information of Alexza.          4. Nondisclosure Obligations.               (a) Each of the Parties hereto covenants and agrees that it shall only use the ConfidentialInformation of another Party as may be necessary to carry out
2

 
its obligations under the OperativeDocuments or useful to exercise its rights under the Operative Documents, regardless of whether ornot the Party itself also owns such Confidential Information, and that it shall limit disclosure ofsuch Confidential Information to employees, consultants, contractors and agents that have a need toknow such Confidential Information for one of the purposes described herein and that are bound byconfidentiality obligations at least as stringent as those set forth in this Agreement. Each Partyfurther covenants and agrees, subject to Section 4(d), that unless and until suchinformation is no longer deemed to be Confidential Information, no Party shall disclose anyConfidential Information of another Party, regardless of whether or not such Party itself also ownssuch Confidential Information, in any manner whatsoever, in whole or in part; provided,that nothing herein shall prevent any such Party (a “Disclosing Party”) from disclosing anysuch Confidential Information: (A) pursuant to any Governmental Order or in any pending or legalor administrative proceeding relating to the Programs; (B) upon the request or demand of anyGovernmental Authority having jurisdiction over the Disclosing Party or any of its Affiliates; (C)as required by applicable law (including applicable U.S. securities law), or the rules andregulations of any Governmental Authority; (D) with the express written permission of all Partiesto which the Disclosing Party has confidentiality obligations under this Agreement with respect tosuch Confidential Information; (E) as provided in Sections 5 and 6 below; (F) toeach Party’s Affiliates and respective employees, legal counsel, independent auditors and otherexperts or agents who are bound by confidentiality obligations at least as stringent as those setforth in this Agreement, and who have a need to know such Confidential Information in connectionwith the Programs and (G) to the extent necessary to permit Holdings to exercise its rights underSection 2A of the Purchase Option Agreement.               (b) Notwithstanding the foregoing in Section 4(a), nothing herein shall prevent Alexzafrom disclosing any Confidential Information (1) to one or more third parties to develop orcommercialize the Programs, so long as any such third party is bound by confidentiality obligationsat least as stringent as those set forth in this Agreement, or as approved by Symphony Allegro, (2)to existing or potential bona fide acquirers or merger candidates, investment bankers, existing orpotential investors, venture capital firms, or other financial institutions or investors forpurposes of obtaining financing, so long as any such third party is bound by confidentialityobligations at least as stringent as those set forth in this Agreement, (3) to regulatoryauthorities as required in connection with any filing of INDs, NDAs, or similar applications orrequests for regulatory approvals, anywhere in the world, provided that reasonable measures aretaken to assure confidential treatment of such information, where available, and (4) to theextent such Confidential Information pertains to any Licensed Intellectual Property orTangible Material which is useful outside the scope of the licenses granted to Symphony Allegropursuant to Section 2.2 of the Novated and Restated Technology License Agreement, to anythird party for the purpose of exploiting such rights as retained by Alexza, provided suchdisclosure is made pursuant to appropriate confidentiality obligations and restrictions that do notpermit use in connection with the Products. This Agreement shall not be construed to requireAlexza to amend or supplement any confidentiality agreements with any third party entered intoprior to the Closing Date if
3

 
the confidentiality provisions in such agreements do not complycompletely with the requirements of Section 4(a).               (c) The Disclosing Party accepts responsibility for compliance with the provisions ofSection 4(a) by the persons referred to in Section 4(a)(F), and Section4(b). In the event of a requirement to disclose Confidential Information which falls under theambit of clauses (A), (B) or (C) of Section 4(a), the DisclosingParty shall give reasonable prior notice to the other Parties, and shall make a reasonable effortto obtain (1) a protective order requiring the Confidential Information so disclosed to be usedonly for the purposes for which such Confidential Information is required or (2) confidentialtreatment of the Confidential Information required to be disclosed. In the event of a requirementto disclose Confidential Information which falls under the ambit of Section 4(b)(3), theDisclosing Party shall give reasonable prior notice, to the extent practicable, to the otherParties. Furthermore, each of Symphony Allegro, Holdings, each of the Symphony Funds, Investors,Symphony Capital and RRD hereby covenants and agrees to refrain from (x) trading any Alexza CommonStock while in possession of material, non-public information concerning Alexza, the clinicaldevelopment of the Programs or any other such information of like kind and (y) discussing orconveying to any Person who is not related to the activities contemplated under the OperativeDocuments any information regarding their respective assessments or projections with respect to thedevelopment or status of any of the Programs.               (d) Notwithstanding the foregoing in this Section 4, the Parties’ confidentialityobligations with respect to the financial and legal terms of the transactions contemplated in theOperative Documents shall terminate on the date which is five (5) years from (x) the PurchaseOption Closing Date, or (y) the date on which the Purchase Option expires unexercised, as the casemay be, unless and until such information shall earlier be deemed to no longer be ConfidentialInformation.          5. Disclosure for Tax Purposes. Notwithstanding anything to the contrary containedherein or in any of the Operative Documents, each party hereto (and its representatives, agents andemployees) may consult any tax advisor regarding the tax treatment and tax structure of thetransactions contemplated hereby and may disclose to any person, without limitation of any kind,the tax treatment and tax structure of such transactions and all materials (including opinions andother tax analyses) that are provided relating to such treatment or structure.          6. Press Releases; Publication of Clinical Data. Notwithstanding anything to thecontrary contained herein or in any of the Operative Documents, Alexza and Holdings shall agreeupon a press release describing the execution of the Operative Documents and consummation of thetransactions described therein; thereafter, Alexza, RRD, Investors and Holdings may each discloseto third parties (a) the information contained in such press release, and (b) such information aswas actually disclosed to the public in a question and answer session held in conjunction withissuance of the press release, without the need for further approval by any other Party.Notwithstanding the foregoing or anything to the contrary in this Agreement, during the Term Alexzashall
4

 
have the exclusive right to control the timing and content of any subsequent press releasesand any publication or other public disclosure of any clinical data or other results with respectto the Programs. Unless otherwise permitted pursuant to the terms of this Agreement, no otherParty may publish or refer publicly to clinical data or other results with respect to the Programswithout the prior express written consent of Alexza.          7. Notices. Any notice, request, demand, waiver, consent, approval or othercommunication which is required or permitted to be given to any Party shall be in writing addressedto the Party at its address set forth below and shall be deemed given (i) when delivered to theParty personally, (ii) if sent to the Party by facsimile transmission (promptly followed by ahard-copy delivered in accordance with this Section 7), when the transmitting Party obtainswritten proof of transmission and receipt; provided, however, that notwithstanding the foregoing,any communication sent by facsimile transmission after 5:00 PM (receiving Party’s time) or not on aBusiness Day shall not be deemed received until the next Business Day, (iii) when delivered by nextBusiness Day delivery by a nationally recognized courier service, or (iv) if sent by registered orcertified mail, when received, provided postage and registration or certification fees are prepaidand delivery is confirmed by a return receipt:          Alexza:Alexza Pharmaceuticals, Inc.