**Exhibit 10.30**EXECUTION COPY**REGISTRATION RIGHTS AGREEMENT**betweenALEXZA PHARMACEUTICALS, INC.andSYMPHONY ALLEGRO HOLDINGS LLC **Dated as of December 1, 2006** 
 

 
**Table of Contents**       **Section**   **Page**Section 1. Definitions  1        Section 2. Registration  2        Section 3. Related Obligations  4        Section 4. Obligations of the Investor(s)  7        Section 5. Expenses of Registration  8        Section 6. Indemnification  8        Section 7. Contribution  13        Section 8. Reports Under The Exchange Act  13        Section 9. Assignment of Registration Rights  13        Section 10. Amendment  14        Section 11. Miscellaneous  14 Exhibit A — Form of Selling Stockholder Questionnaire
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**REGISTRATION RIGHTS AGREEMENT**          **REGISTRATION RIGHTS AGREEMENT**(this “Agreement”), dated as of December 1, 2006, by andbetween ALEXZA PHARMACEUTICALS, INC., a Delaware corporation (“Alexza”), and SYMPHONYALLEGRO HOLDINGS LLC, a Delaware limited liability company (together with its permitted successors,assigns and transferees, “Holdings”).**RECITALS:**          **WHEREAS**, in connection with the exercise by Alexza of the Purchase Option under the PurchaseOption Agreement, by and among Alexza, Holdings and Symphony Allegro, Inc., a Delaware corporation(“Symphony Allegro”), of even date herewith (the “Purchase Option Agreement”),Alexza may elect to issue shares of Alexza’s common stock, par value $0.0001 per share (“AlexzaCommon Stock”) (such shares of Alexza Common Stock when and if issued, the “Purchase OptionShares”) to Holdings in partial payment of the Purchase Price in accordance with the terms ofthe Purchase Option Agreement;          **WHEREAS**, in connection with the Warrant Purchase Agreement by and between the parties heretoof even date herewith (the “Warrant Purchase Agreement”), Alexza has agreed, upon the termsand subject to the conditions of the Warrant Purchase Agreement, to issue and sell on the datehereof to Holdings certain warrants (the “Warrants”) which will be exercisable to purchaseshares of Alexza Common Stock (such shares of Alexza Common Stock as exercised, the “WarrantShares”) in accordance with the terms of the Warrants; and          **WHEREAS**, to induce Holdings to execute and deliver the Purchase Option Agreement and theWarrant Purchase Agreement, Alexza has agreed to provide certain registration rights under theSecurities Act of 1933, as amended (the “Securities Act”), and applicable state securitieslaws with respect to the Purchase Option Shares;          **NOW, THEREFORE**, in consideration of the premises and the mutual covenants contained herein andother good and valuable consideration, the receipt and sufficiency of which are herebyacknowledged, Alexza and Holdings (the “Parties”) hereby agree as follows:          Section 1. Definitions.     (a) Capitalized terms used but not defined herein are used as defined in the Purchase OptionAgreement (including Annex A thereto).     (b) As used in this Agreement, the following terms shall have the following meanings:     (i) “Effective Registration Date” means the date that the Registration Statement (asdefined below) is first declared effective by the SEC.Registration Rights Agreement
 

 
     (ii) “Investor(s)” means Holdings, any transferee or assignee thereof to whom Holdingsassigns its rights under this Agreement and who agrees to become bound by the provisions of thisAgreement in accordance with Section 9 and any transferee or assignee thereof to whom atransferee or assignee assigns its rights under this Agreement and who agrees to become bound bythe provisions of this Agreement in accordance with Section 9.     (iii) “Purchase Option Related Registrable Securities” means (i) the Purchase OptionShares, and (ii) any Alexza Common Stock issued with respect to the Purchase Option Shares as aresult of any stock split, stock dividend, recapitalization, exchange or similar event orotherwise.     (iv) “register,” “registered,” and “registration” refer to aregistration effected by preparing and filing one or more Registration Statements in compliancewith the Securities Act and pursuant to Rule 415, and the declaration or ordering of effectivenessof such Registration Statement(s) by the SEC.     (v) “Registrable Securities” means, collectively, the Warrant Related RegistrableSecurities and the Purchase Option Related Registrable Securities; provided, however, that suchsecurities will cease to be Registrable Securities on the earlier of (A) the date as of which theInvestor(s) may sell such securities without restriction pursuant to Rule 144(k) (or successorthereto) promulgated under the Securities Act, or (B) the date on which the Investor(s) shall havesold all such securities.     (vi) “Registration Statement” means a registration statement or registrationstatements of Alexza filed under the Securities Act covering the Registrable Securities.     (vii) “Rule 144” has the meaning set forth in Section 8 of this Agreement.     (viii) “Rule 415” means Rule 415 under the Securities Act or any successor ruleproviding for offering securities on a continuous or delayed basis.     (ix) “Warrant Related Registrable Securities” means (i) the Warrant Shares issued orissuable upon exercise of the Warrants; and (ii) any shares of capital stock issued or issuablewith respect to the Warrant Shares or the Warrants as a result of any stock split, stock dividend,recapitalization, exchange or similar event or otherwise, and in the case of the Warrants, withoutregard to any limitations on exercise.          Section 2. Registration.     (a) Right to Registration.     (i) Purchase Option Related Registration. In the event Alexza elects to exercise thePurchase Option as set forth in the Purchase OptionRegistration Rights Agreement
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Agreement, and in so doing elects to issue Purchase Option Related Registrable Securities,Alexza shall prepare and, in accordance with Section 2(a)(ii)(B) of the Purchase OptionAgreement, file with the SEC a Registration Statement on Form S-3 covering the resale of thePurchase Option Related Registrable Securities. The Registration Statement prepared pursuanthereto shall register for resale that number of shares of Alexza Common Stock equal to the numberof Purchase Option Related Registrable Securities as would be issued pursuant to the terms of thePurchase Option Agreement. Alexza shall use commercially reasonable efforts to have theRegistration Statement declared effective by the SEC as soon as practicable following the PurchaseOption Exercise Date.     (ii) Warrant Related Registration. Alexza shall prepare, and, as soon as practicablebut in no event later than one hundred and eighty (180) days after the Closing Date, file with theSEC a Registration Statement on Form S-3 covering the resale of all of the Warrant RelatedRegistrable Securities. The Registration Statement prepared pursuant hereto shall register forresale at least that number of shares of Alexza Common Stock equal to the number of Warrant RelatedRegistrable Securities as of the trading day immediately preceding the date the RegistrationStatement is initially filed with the SEC, subject to adjustment as provided in Section2(c). Alexza shall use commercially reasonable efforts to have the Registration Statementdeclared effective by the SEC as soon as practicable following the Closing Date.          (b) Ineligibility for Form S-3. In the event that Form S-3 is not available for theregistration of the resale of Registrable Securities hereunder, Alexza shall (i) register theresale of the Registrable Securities on another appropriate form reasonably acceptable to Holdings(which acceptable forms shall include Form S-1) (in the case of the resale of Purchase OptionRelated Registrable Securities, in accordance with Section 2(a)(ii)(B) of the PurchaseOption Agreement); and (ii) undertake to register the Registrable Securities on Form S-3 as soon assuch form is available; provided that Alexza shall maintain the effectiveness of theRegistration Statement then in effect until such time as a Registration Statement on Form S-3covering the Registrable Securities has been declared effective by the SEC.          (c) Sufficient Number of Shares Registered. In the event the number of sharesavailable under a Registration Statement filed pursuant to Section 2(a) is insufficient tocover all of the Registrable Securities required to be covered by such Registration Statement,Alexza shall amend the applicable Registration Statement, or file a new Registration Statement (onthe short form available therefor, if applicable), or both, so as to cover at least 100% of thenumber of such Registrable Securities as of the trading day immediately preceding the date of thefiling of such amendment or new Registration Statement, in each case, as soon as practicable, butin any event not later than fifteen (15) days after Alexza becomes aware of the necessity therefor.Alexza shall use commercially reasonable efforts to cause such amendment and/or new RegistrationStatement to become effective as soon as practicable following the filing thereof. For purposes ofthe foregoing provision, the number of shares available under a Registration Statement shall bedeemed “insufficient to cover all of the Registrable Securities” if at any time the number ofshares of Alexza Common Stock available for resale under suchRegistration Rights Agreement
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Registration Statement is less than the number of Registrable Securities. The calculation setforth in the foregoing sentence shall be made without regard to any limitations on the exercise ofthe Warrants and such calculation shall assume that the Warrants are then exercisable into sharesof Alexza Common Stock.          Section 3. Related Obligations. At such time as Alexza is obligated to file aRegistration Statement with the SEC pursuant to Section 2(a), (b) or (c),Alexza will use commercially reasonable efforts to effect the registration of the RegistrableSecurities in accordance with the intended method of disposition thereof and, pursuant thereto(except at such times as Alexza may be required to suspend the use of a prospectus forming a partof the Registration Statement pursuant to Section 3(1), at which time Alexza’s obligationsunder Sections 3(a), (b), (c), (d), (i) and (k) mayalso be suspended, as required), Alexza shall have the following obligations:     (a) Alexza shall keep each Registration Statement effective pursuant to Rule 415 at all timesuntil the earlier of (i) the date as of which the Investor(s) may sell all of the RegistrableSecurities covered by such Registration Statement without restriction pursuant to Rule 144(k) (orsuccessor thereto) promulgated under the Securities Act, or (ii) the date on which the Investor(s)shall have sold all the Registrable Securities covered by such Registration Statement (the“Registration Period”).     (b) Alexza shall prepare and file with the SEC such amendments (including post-effectiveamendments) and supplements to a Registration Statement and the prospectus used in connection withsuch Registration Statement as may be necessary to keep such Registration Statement effective atall times during the Registration Period, and, during such period, comply with the provisions ofthe Securities Act with respect to the disposition of all Registrable Securities of Alexza coveredby such Registration Statement until such time as all of such Registrable Securities shall havebeen disposed of in accordance with the intended methods of disposition by the seller or sellersthereof as set forth in such Registration Statement. In the case of amendments and supplements toa Registration Statement which are required to be filed pursuant to this Agreement (includingpursuant to this Section 3(b)) by reason of Alexza filing a report on Form 10-K, Form 10-Qor Form 8-K or any analogous report under the Exchange Act, Alexza shall have incorporated suchreport by reference into such Registration Statement, if applicable, or shall file such amendmentsor supplements with the SEC on the same day on which the Exchange Act report is filed which createdthe requirement for Alexza to amend or supplement such Registration Statement.     (c) Alexza shall furnish to each Investor whose Registrable Securities are included in anyRegistration Statement, without charge, (i) promptly after the same is prepared and filed with theSEC, at least one (1) copy of such Registration Statement and any amendment(s) thereto, includingfinancial statements and schedules, and each preliminary prospectus; (ii) upon the effectiveness ofany Registration Statement, ten (10) copies of the prospectus included in such RegistrationStatement and all amendments and supplements thereto (or such other number of copies as suchInvestor may reasonably request); and (iii) such other documents, including copies of anypreliminary or final prospectus, as such Investor may reasonably request from time toRegistration Rights Agreement
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time in order to facilitate the disposition of the Registrable Securities owned by suchInvestor.     (d) Alexza shall use commercially reasonable efforts to (i) register and qualify, unless anexemption from registration and qualification applies, the resale by Investor(s) of the RegistrableSecurities covered by a Registration Statement under such other securities or “blue sky” laws ofsuch jurisdictions in the United States as Investor(s) reasonably request; (ii) prepare and file inthose jurisdictions such amendments (including post-effective amendments) and supplements to suchregistrations and qualifications as may be necessary to maintain the effectiveness thereof duringthe Registration Period; and (iii) take such other actions as may be necessary to maintain suchregistrations and qualifications in effect at all times during the Registration Period;provided, however, that Alexza shall not be required in connection therewith or asa condition thereto to (x) qualify to do business in any jurisdiction where it would not otherwisebe required to qualify but for this Section 3(d), (y) subject itself to general taxation inany such jurisdiction, or (z) file a general consent to service of process in any suchjurisdiction. Alexza shall promptly notify each Investor who holds Registrable Securities of thereceipt by Alexza of any notification with respect to the suspension of the registration orqualification of any of the Registrable Securities for sale under the securities or “blue sky” lawsof any jurisdiction in the United States or its receipt of actual notice of the initiation orthreatening of any proceeding for such purpose.     (e) Alexza shall notify each Investor in writing of the happening of any event, as promptly aspracticable after becoming aware of such event, as a result of which the prospectus included in aRegistration Statement, as then in effect, includes an untrue statement of a material fact oromission to state a material fact required to be stated therein or necessary to make the statementstherein, in the light of the circumstances under which they were made, not misleading, and, subjectto Section 3(l) hereof, promptly prepare a supplement or amendment to such RegistrationStatement to correct such untrue statement or omission. Alexza shall also promptly notify eachInvestor in writing when a prospectus or any prospectus supplement or post-effective amendment hasbeen filed, and when a Registration Statement or any post-effective amendment has become effective.     (f) Alexza shall use commercially reasonable efforts to prevent the issuance of any stop orderor other suspension of effectiveness of a Registration Statement, or the suspension of thequalification of any of the Registrable Securities for sale in any jurisdiction and, if such anorder or suspension is issued, to obtain the withdrawal of such order or suspension at the earliestpossible moment.     (g) In the event that any Investor is deemed to be an “underwriter” with respect to theRegistrable Securities, upon the written request of such Investor in connection with suchInvestor’s due diligence requirements, if any, Alexza shall make available for inspection by (i)such Investor, and (ii) any legal counsel, accountants or other agents retained by the Investor(collectively, “Inspectors”), all pertinent financial and other records, and pertinentcorporate documents and properties of Alexza (collectively, “Records”), as shall bereasonably deemed necessary by eachRegistration Rights Agreement
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Inspector, and cause Alexza’s officers, directors and employees to supply all informationwhich any Inspector may reasonably request; provided, however, that each Inspectorand such Investor shall agree in writing to hold in strict confidence and shall not make anydisclosure (except with respect to an Inspector, to the relevant Investor) or use of any Record orother information which Alexza determines in good faith to be confidential, and of whichdetermination the Inspectors are so notified, unless the release of such Records is orderedpursuant to a final, non-appealable subpoena or order from a court or government body of competentjurisdiction. Each Investor agrees that it shall, upon learning that disclosure of such Records isrequired or is sought in or by a court or governmental body of competent jurisdiction or throughother means, give prompt notice to Alexza and allow Alexza, at its expense, to undertakeappropriate action to prevent disclosure of, or to obtain a protective order for, the Recordsdeemed confidential. Nothing herein (or in any other confidentiality agreement between Alexza andany Investor) shall be deemed to limit the Investor(s)’ ability to sell Registrable Securities in amanner which is otherwise consistent with applicable laws and regulations.     (h) Alexza shall hold in confidence and not make any disclosure of information concerning anInvestor provided to Alexza unless (i) disclosure of such information is necessary to comply withfederal or state securities laws or the rules of any securities exchange or trading market on whichthe Alexza Common Stock is listed or traded, (ii) the disclosure of such information is necessaryto avoid or correct a misstatement or omission in any Registration Statement, or (iii) the releaseof such information is ordered pursuant to a subpoena or other final, non-appealable order from acourt or governmental body of competent jurisdiction. Alexza agrees that it shall, upon learningthat disclosure of such information concerning an Investor is sought in or by a court orgovernmental body of competent jurisdiction or through other means, give prompt written notice tosuch Investor and allow such Investor, at the Investor’s expense, to undertake appropriate actionto prevent disclosure of, or to obtain a protective order for, such information.     (i) Alexza shall use commercially reasonable efforts either to (i) cause all the RegistrableSecurities covered by a Registration Statement to be listed on each securities exchange on whichsecurities of the same class or series issued by Alexza are then listed, if any, if the listing ofsuch Registrable Securities is then permitted under the rules of such exchange, or (ii) securedesignation and quotation of all the Registrable Securities covered by a Registration Statement onthe NASDAQ Global Market. Alexza shall pay all fees and expenses in connection with satisfying itsobligation under this Section 3(i).     (j) Alexza shall cooperate with the Investor(s) who hold Registrable Securities being offeredand, to the extent applicable, facilitate the timely preparation and delivery of certificatesrepresenting the Registrable Securities to be offered pursuant to a Registration Statement andenable such certificates to be in such denominations or amounts, as the case may be, as theInvestor(s) may reasonably request and registered in such names as the Investor(s) may request.Registration Rights Agreement
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          (k) If requested by an Investor, Alexza shall (i) as soon as practicable incorporate in aprospectus supplement or post-effective amendment such information as an Investor reasonablyrequests to be included therein relating to the sale and distribution of Registrable Securities,including, without limitation, information with respect to the number of Registrable Securitiesbeing offered or sold, the purchase price being paid therefor and any other terms of the offeringof the Registrable Securities to be sold in such offering and (ii) as soon as practicable make allrequired filings of such prospectus supplement or post-effective amendment after being notified ofthe matters to be incorporated in such prospectus supplement or post-effective amendment.          (l) Notwithstanding anything to the contrary herein, at any time after the RegistrationStatement has been declared effective by the SEC, Alexza may delay or suspend the effectiveness ofany Registration Statement or the use of any prospectus forming a part of the RegistrationStatement due to the non-disclosure of material, non-public information concerning Alexza thedisclosure of which at the time is not, in the good faith opinion of Alexza, in the best interestof Alexza (a “Grace Period”); provided, that Alexza shall promptly notify theInvestor(s) in writing of the existence of a Grace Period in conformity with the provisions of thisSection 3(l) and the date on which the Grace Period will begin (such notice, a“Commencement Notice”); and, provided further, that no Grace Period shall exceed thirty(30) consecutive days, and such Grace Periods shall not exceed an aggregate total of ninety (90)days during any three hundred sixty five (365) day period. For purposes of determining the lengthof a Grace Period above, the Grace Period shall begin on and include the date specified by Alexzain the Commencement Notice and shall end on and include the date the Investor(s) receive writtennotice of the termination of the Grace Period by Alexza (which notice may be contained in theCommencement Notice). The provisions of Section 3(f) hereof shall not be applicable duringany Grace Period. Upon expiration of the Grace Period, Alexza shall again be bound by the firstsentence of Section 3(e) with respect to the information giving rise thereto unless suchmaterial, non-public information is no longer applicable. Notwithstanding anything to thecontrary, Alexza shall cause its transfer agent to deliver unlegended shares of Alexza Common Stockto a transferee of an Investor in accordance with the terms of the Warrant Purchase Agreement inconnection with any sale of Registrable Securities with respect to which an Investor has enteredinto a contract for sale, and delivered a copy of the prospectus included as part of the applicableRegistration Statement, prior to the Investor’s receipt of the notice of a Grace Period and forwhich the Investor has not yet settled.                    Section 4. Obligations of the Investor(s).          (a) At least seven (7) Business Days prior to the first anticipated filing date of aRegistration Statement, Alexza shall notify each Investor in writing of the information Alexzarequires from each such Investor if such Investor elects to have any of such Investor’s RegistrableSecurities included in such Registration Statement and provide each such Investor with a copy ofAlexza’s then-current selling stockholder questionnaire (a copy of which is attached hereto asExhibit A hereto, a “Selling Stockholder Questionnaire”). It shall be a conditionprecedent to the obligations of Alexza to complete the registration pursuant to this Agreement withrespect to theRegistration Rights Agreement
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Registrable Securities of a particular Investor that such Investor shall furnish to Alexza acompleted Selling Stockholder Questionnaire, along with such other information regarding itself,the Registrable Securities held by it and the intended method of disposition of the RegistrableSecurities held by it as may reasonably be required to effect the effectiveness of the registrationof such Registrable Securities, and shall execute other such documents in connection with suchregistration as Alexza may reasonably request.     (b) Each Investor, by such Investor’s acceptance of the Registrable Securities, agrees tocooperate with Alexza as reasonably requested by Alexza in connection with the preparation andfiling of any Registration Statement hereunder, unless such Investor has notified Alexza in writingof such Investor’s election to exclude all of such Investor’s Registrable Securities from suchRegistration Statement.     (c) Each Investor agrees that, upon receipt of any notice from Alexza of the happening of anyevent of the kind described in Section 3(f) or the first sentence of Section 3(e),such Investor will immediately discontinue disposition of Registrable Securities pursuant to anyRegistration Statement(s) covering such Registrable Securities until such Investor’s receipt of thecopies of the supplemented or amended prospectus contemplated by the second sentence of Section3(e) or receipt of notice that no supplement or amendment is required.     (d) Each Investor covenants and agrees that it will comply with any applicable prospectusdelivery requirements of the Securities Act as applicable to it in connection with sales ofRegistrable Securities pursuant to a Registration Statement.          Section 5. Expenses of Registration. All reasonable expenses, other than underwritingdiscounts and commissions, incurred in connection with registrations, filings or qualificationspursuant to Sections 2 and 3 hereof, including, without limitation, all registration, listing andqualifications fees, printers and accounting fees, and fees and disbursements of counsel for Alexzashall be paid by Alexza. All underwriting discounts and selling commissions applicable to the saleof the Registrable Securities shall be paid by the Investor(s), provided, however, that Alexzashall reimburse the Investor(s) for the reasonable actual fees and disbursements of one legalcounsel designated by the holders of at least a majority of the Registrable Securities inconnection with registration, filing or qualification pursuant to Sections 2 and 3 of thisAgreement, which amount shall be limited to $25,000 in total over the term of this Agreement.          Section 6. Indemnification. In the event any Registrable Securities are included in aRegistration Statement under this Agreement:     (a) To the fullest extent permitted by law, Alexza will, and hereby does, indemnify and holdharmless each Investor, the directors, officers, partners, members, employees, agents,representatives of, and each Person, if any, who controls any Investor within the meaning of theSecurities Act or the Exchange Act (each, an “Investor Indemnified Person”), against anylosses, claims, damages, liabilities, judgments, fines, penalties, charges, costs, reasonableattorneys’ fees, amounts paid in settlement or expenses, joint or several, (collectively,“Claims”), incurred inRegistration Rights Agreement
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investigating, preparing or defending any action, claim, suit, inquiry, proceeding,investigation or appeal taken from the foregoing by or before any court or governmental,administrative or other regulatory agency, body or the SEC, whether pending or threatened, whetheror not an Indemnified Person is or may be a party thereto (“Indemnified Damages”), to whichany of them may become subject to the extent that such Claims (or actions or proceedings, whethercommenced or threatened, in respect thereof) arise out of or are based upon: (i) any untruestatement or alleged untrue statement of a material fact in a Registration Statement or anypost-effective amendment thereto or in any filing made in connection with the qualification of theoffering under the securities or other “blue sky” laws of any jurisdiction in which RegistrableSecurities are offered (“Blue Sky Filing”), or the omission or alleged omission to state amaterial fact required to be stated therein or necessary to make the statements therein notmisleading; (ii) any untrue statement or alleged untrue statement of a material fact contained inany preliminary prospectus if used prior to the Effective Registration Date of such RegistrationStatement, or contained in the final prospectus (as amended or supplemented, if Alexza files anyamendment thereof or supplement thereto with the SEC) or the omission or alleged omission to statetherein any material fact necessary to make the statements made therein, in the light of thecircumstances under which the statements therein were made, not misleading; (iii) any violation oralleged violation by Alexza of any federal, state or common law, rule or regulation applicable toAlexza in connection with any Registration Statement, prospectus or any preliminary prospectus, anyamendment or supplement thereto, or the issuance of any Registrable Securities to Holdings; or (iv)any material violation of this Agreement (the matters in the foregoing clauses (i) through(iv) being, collectively, “Violations”). Subject to Section 6(c), Alexzashall reimburse the Investor Indemnified Persons, promptly as such expenses are incurred and aredue and payable, for any legal fees or other reasonable expenses incurred by them in connectionwith investigating or defending any such Claim. Notwithstanding anything to the contrary containedherein, the indemnification agreement contained in this Section 6(a): (A) shall not applyto a Claim by an Investor Indemnified Person arising out of or based upon a Violation that occursin reliance upon and in conformity with information furnished in writing to Alexza by or on behalfof any such Investor Indemnified Person expressly for use in connection with the preparation of theRegistration Statement or any such amendment thereof or supplement thereto if such information wastimely made available by Alexza pursuant to Section 3(c); (B) with respect to anypreliminary prospectus, shall not inure to the benefit of any such Person from whom the Personasserting any such Claim purchased the Registrable Securities that are the subject thereof (or tothe benefit of any Person controlling such Person) if the untrue statement or omission of materialfact contained in the preliminary prospectus was corrected in the prospectus, as then amended orsupplemented, if such prospectus was timely made available by Alexza pursuant to Section3(d), and the Investor Indemnified Person was promptly advised in writing not to use theincorrect prospectus prior to the use giving rise to a violation and such Investor IndemnifiedPerson, notwithstanding such advice, used it or failed to deliver the correct prospectus asrequired by the Securities Act and such correct prospectus was timely made available pursuant toSection 3(d); (C) shall not be available to the extent such Claim is based on a failure ofthe Investor Indemnified Person to deliver or to cause to be delivered the prospectus madeavailable by Alexza,Registration Rights Agreement
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including a corrected prospectus, if such prospectus or corrected prospectus was timely madeavailable by Alexza pursuant to Section 3(d); and (D) shall not apply to amounts paid insettlement of any Claim if such settlement is effected without the prior written consent of Alexza,which consent shall not be unreasonably withheld or delayed. Such indemnity shall remain fullforce and effect regardless of any investigation made by or on behalf of the Investor IndemnifiedPerson and shall survive the transfer of the Registrable Securities by the Investor(s) pursuant toSection 9.     (b) In connection with any Registration Statement in which an Investor is participating, eachsuch Investor agrees to severally and not jointly indemnify, and hold harmless, to the same extentand in the same manner as is set forth in Section 6(a), Alexza, each of its directors, eachof its officers who signs the Registration Statement, each Person, if any, who controls Alexzawithin the meaning of the Securities Act or the Exchange Act, and Alexza’s general counsel to theextent that such counsel delivers one or more legal opinions in conjunction with the preparationand filing of the Registration Statement (each, a “Company Indemnified Person”), againstany Claim or Indemnified Damages to which any of them may become subject, under the Securities Act,the Exchange Act or otherwise, insofar as such Claim or Indemnified Damages arise out of or arebased upon any Violation, in each case to the extent, and only to the extent, that such Violationoccurs in reliance upon and in conformity with written information furnished to Alexza by suchInvestor expressly for use in connection with such Registration Statement; and, subject toSection 6(d), such Investor will reimburse, promptly as such expenses are incurred and aredue and payable, any legal or other expenses reasonably incurred by a Company Indemnified Person inconnection with investigating or defending any such Claim; provided, however, thatthe indemnity agreement contained in this Section 6(b) and the agreement with respect tocontribution contained in Section 7 shall not apply to amounts paid in settlement of anyClaim if such settlement is effected without the prior written consent of such Investor, whichconsent shall not be unreasonably withheld or delayed; provided, further, however, that an Investorshall be liable under this Section 6(b) for only that amount of a Claim or IndemnifiedDamages as does not exceed the net proceeds to such Investor as a result of the sale of RegistrableSecurities pursuant to such Registration Statement. Such indemnity shall remain in full force andeffect regardless of any investigation made by or on behalf of such Company Indemnified Person andshall survive the transfer of the Registrable Securities by the Investor(s) pursuant to Section9. Notwithstanding anything to the contrary contained herein, the indemnification agreementcontained in this Section 6(b) with respect to any preliminary prospectus shall not inureto the benefit of any Company Indemnified Person if the untrue statement or omission of materialfact contained in the preliminary prospectus was corrected on a timely basis in the prospectus, asthen amended or supplemented.     (c) If either an Investor Indemnified Person or a Company Indemnified Person (an“Indemnified Person”) proposes to assert a right to be indemnified under this Section6, such Indemnified Person shall notify either Alexza or the relevant Investor(s), asapplicable (the “Indemnifying Person”), promptly after receipt of notice of commencement ofany action, suit or proceeding against such Indemnified Person (an “IndemnifiedProceeding”) in respect of which a Claim is to be made underRegistration Rights Agreement
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this Section 6, or the incurrence or realization of any Indemnified Damages in respectof which a Claim is to be made under this Section 6, of the commencement of suchIndemnified Proceeding or of such incurrence or realization, enclosing a copy of all relevantdocuments, including all papers served and claims made, but the omission to so notify theapplicable Indemnifying Person promptly of any such Indemnified Proceeding or incurrence orrealization shall not relieve (x) such Indemnifying Person from any liability that it may have tosuch Indemnified Person under this Section 6 or otherwise, except, as to such IndemnifyingPerson’s liability under this Section 6, to the extent, but only to the extent, that suchIndemnifying Person shall have been prejudiced by such omission, or (y) any other IndemnifyingPerson from liability that it may have to any Indemnified Person under the Operative Documents.     (d) In case any Indemnified Proceeding shall be brought against any Indemnified Person and itshall notify the applicable Indemnifying Person of the commencement thereof as provided bySection 6(c) and such Indemnifying Person shall be entitled to participate in, and providedsuch Indemnified Proceeding involves a claim solely for money damages and does not seek aninjunction or other equitable relief against the Indemnified Person and is not a criminal orregulatory action, to assume the defense of, such Indemnified Proceeding with counsel reasonablysatisfactory to such Indemnified Person, and after notice from such Indemnifying Person to suchIndemnified Person of such Indemnifying Person’s election so to assume the defense thereof and thefailure by such Indemnified Person to object to such counsel within ten (10) Business Daysfollowing its receipt of such notice, such Indemnifying Person shall not be liable to suchIndemnified Person for legal or other expenses related to such Indemnified Proceedings incurredafter such notice of election to assume such defense except as provided below and except for thereasonable costs of investigating, monitoring or cooperating in such defense subsequently incurredby such Indemnified Person reasonably necessary in connection with the defense thereof. SuchIndemnified Person shall have the right to employ its counsel in any such Indemnified Proceeding,but the fees and expenses of such counsel shall be at the expense of such Indemnified Personunless:                         (i) the employment of counsel by such Indemnified Person at the expense of the applicableIndemnifying Person has been authorized in writing by such Indemnifying Person;                         (ii) such Indemnified Person shall have reasonably concluded in its good faith (whichconclusion shall be determinative unless a court determines that such conclusion was not reachedreasonably and in good faith) that there is or may be a conflict of interest between the applicableIndemnifying Person and such Indemnified Person in the conduct of the defense of such IndemnifiedProceeding or that there are or may be one or more different or additional defenses, claims,counterclaims, or causes of action available to such Indemnified Person (it being agreed that inany case referred to in this clause (ii) such Indemnifying Person shall not have the rightto direct the defense of such Indemnified Proceeding on behalf of the Indemnified Person);Registration Rights Agreement
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     (iii) the applicable Indemnifying Person shall not have employed counsel reasonably acceptableto the Indemnified Person, to assume the defense of such Indemnified Proceeding within a reasonabletime after notice of the commencement thereof; provided, however, that (A) thisclause (iii) shall not be deemed to constitute a waiver of any conflict of interest thatmay arise with respect to any such counsel, and (B) an Indemnified Person may not invoke thisclause (iii) if such Indemnified Person failed to timely object to such counsel pursuant tothe first paragraph of this Section 6(d) above (it being agreed that in any case referredto in this clause (iii) such Indemnifying Party shall not have the right to direct thedefense of such Indemnified Proceeding on behalf of the Indemnified Party); or     (iv) any counsel employed by the applicable Indemnifying Person shall fail to timely commenceor reasonably conduct the defense of such Indemnified Proceeding, and such failure has prejudiced(or is in immediate danger of prejudicing) the outcome of such Indemnified Proceeding (it beingagreed that in any case referred to in this clause (iv) such Indemnifying Party shall nothave the right to direct the defense of such Indemnified Proceeding on behalf of the IndemnifiedParty);in each of which cases the fees and expenses of counsel for such Indemnified Person shall be at theexpense of such Indemnifying Person. Only one counsel shall be retained by all Indemnified Personswith respect to any Indemnified Proceeding, unless counsel for any Indemnified Person reasonablyconcludes in good faith (which conclusion shall be determinative unless a court determines thatsuch conclusion was not reached reasonably and in good faith) that there is or may be a conflict ofinterest between such Indemnified Person and one or more other Indemnified Persons in the conductof the defense of such Indemnified Proceeding or that there are or may be one or more different oradditional defenses, claims, counterclaims, or causes or action available to such IndemnifiedPerson.     (e) Without the prior written consent of such Indemnified Person, such Indemnifying Personshall not settle or compromise, or consent to the entry of any judgment in, any pending orthreatened Indemnified Proceeding, unless such settlement, compromise, consent or related judgment(i) includes an unconditional release of such Indemnified Person from all liability for Lossesarising out of such claim, action, investigation, suit or other legal proceeding, (ii) provides forthe payment of money damages as the sole relief for the claimant (whether at law or in equity),(iii) involves no admission of fact adverse to such Indemnified Person or finding or admission ofany violation of law or the rights of any Person by the Indemnified Person, and (iv) is not in thenature of a criminal or regulatory action. No Indemnified Person shall or compromise, or consentto the entry of any judgment in, any pending or threatened Indemnified Proceeding (A) in respect ofwhich any payment would result hereunder or under any other Operative Document, (B) which includesan injunction that will adversely affect any Indemnifying Person, (C) which involves an admissionof fact adverse to any Indemnifying Person or finding or admission of any violation of law or therights of any Person by the Indemnifying Person, or (D) which is in the nature of a criminal orregulatory action, without the prior written consent of the Indemnifying Person, such consent notto be unreasonably conditioned, withheld or delayed.Registration Rights Agreement
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     (f) The indemnification required by this Section 6 shall be made by periodic paymentsof the amount of Claims during the course of the investigation or defense, as and when IndemnifiedDamages are incurred.          Section 7. Contribution. To the extent any indemnification by an Indemnifying Personis prohibited or limited by law, such Indemnifying Person agrees to make the maximum contributionwith respect to any amounts for which it would otherwise be liable under Section 6 to thefullest extent permitted by law; provided, however, that: (i) no Person involved inthe sale of Registrable Securities which Person is guilty of fraudulent misrepresentation (withinthe meaning Section 11(f) of the Securities Act) in connection with such sale shall be entitled tocontribution from any Person involved in such sale of Registrable Securities who was not guilty offraudulent misrepresentation; and (ii) contribution by any seller of Registrable Securities shallbe limited in amount to the net amount of proceeds received by such seller from the sale of suchRegistrable Securities pursuant to such Registration Statement.          Section 8. Reports Under The Exchange Act. With a view to making available to theInvestor(s) the benefits of Rule 144 promulgated under the Securities Act or any other similar ruleor regulation of the SEC that may at any time permit the Investor(s) to sell securities of Alexzato the public without registration (“Rule 144”), Alexza agrees to use commerciallyreasonable efforts to:     (a) make and keep public information available, as those terms are understood and defined inRule 144;     (b) file with the SEC in a timely manner all reports and other documents required of Alexzaunder the Securities Act and the Exchange Act so long as Alexza remains subject to suchrequirements and the filing of such reports and other documents is required for the applicableprovisions of Rule 144; and     (c) furnish to each Investor so long as such Investor owns Registrable Securities, promptlyupon request, (i) a written statement by Alexza, if true, that it has complied with the reportingrequirements of Rule 144, the Securities Act and the Exchange Act, (ii) a copy of the most recentannual or quarterly report of Alexza and such other reports and documents so filed by Alexza, and(iii) such other information as may be reasonably requested to permit the Investor(s) to sell suchsecurities pursuant to Rule 144 without registration.          Section 9. Assignment of Registration Rights. The rights under this Agreement withrespect to the Warrant Related Registrable Securities shall be automatically assignable by theInvestor(s) to any transferee of all or at least 30,000 shares of such Investor’s RegistrableSecurities (or if an Investor shall hold less than 30,000 such shares, then a transfer of all suchshares) if: (i) the Investor agrees in writing with the transferee or assignee to assign suchrights, and a copy of such agreement is furnished to Alexza within a reasonable time after suchassignment; (ii) Alexza is, within a reasonable time after such transfer or assignment, furnishedwith written notice of (A) the name and address of such transferee or assignee, and (B) thesecurities withRegistration Rights Agreement
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respect to which such registration rights are being transferred or assigned; (iii) immediatelyfollowing such transfer or assignment the further disposition of such securities by the transfereeor assignee is restricted under the Securities Act and applicable state securities laws; (iv) at orbefore the time Alexza receives the written notice contemplated by clause (ii) of thissentence the transferee or assignee agrees in writing with Alexza to be bound by all of theprovisions contained herein and has provided Alexza with a completed Selling StockholderQuestionnaire; and (v) such transfer shall have been made in accordance with the applicabletransfer requirements set forth in Article VI of the Warrant Purchase Agreement.          Section 10. Amendment.     (a) The terms of this Agreement shall not be altered, modified, amended, waived orsupplemented in any manner whatsoever except by a written instrument signed by each of (i) Alexzaand (ii) Investor(s) holding a majority of the Registrable Securities (other than in the case ofany alteration, modification, amendment, waiver or supplement which affects any individual Investorin a manner that is less favorable or more detrimental to such Investor than to the otherInvestor(s) solely based on the face of such alteration, modification, amendment, waiver orsupplement and without regard to the number of Registrable Securities held by such Investor, inwhich case, such alteration, modification, amendment, waiver or supplement must also be approved bysuch less favorably or more detrimentally treated Investor).     (b) Notwithstanding Section 10(a), any party hereto may waive, solely with respect toitself, any one or more of its rights hereunder without the consent of any other party hereto;provided that no such waiver shall be effective unless set forth in a written instrumentexecuted by the party against whom such waiver is to be effective.          Section 11. Miscellaneous.     (a) A Person is deemed to be a holder of Registrable Securities whenever such Person owns oris deemed to own of record such Registrable Securities. If Alexza receives conflictinginstructions, notices or elections from two or more Persons with respect to the same RegistrableSecurities, Alexza shall act upon the basis of instructions, notice or election received from thesuch record owner of such Registrable Securities.     (b) Any notice, request, demand, waiver, consent, approval or other communication which isrequired or permitted to be given to any Party shall be in writing addressed to the Party at itsaddress set forth below and shall be deemed given (i) when delivered to the Party personally, (ii)if sent to the Party by facsimile transmission (promptly followed by a hard-copy delivered inaccordance with this Section 11(b)), when the transmitting Party obtains written proof oftransmission and receipt; provided, however, that notwithstanding the foregoing, any communicationsent by facsimile transmission after 5:00 PM (receiving Party’s time) or not on a Business Dayshall not be deemed received until the next Business Day, (iii) when delivered by next Business DayRegistration Rights Agreement
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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 return receipt:If to Alexza:Alexza Pharmaceuticals, Inc.