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Exhibit 14.1
 ALEXZA PHARMACEUTICALS, INC.
CODE OF BUSINESS CONDUCT
FOR EMPLOYEES, EXECUTIVE OFFICERS AND DIRECTORS
 Purpose
   
    
    honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest;
    
    full, fair, accurate, timely and understandable disclosure in reports and
documents that the Company files with, or submits to, the Securities and Exchange
Commission (the SEC) and in other public communications made by the Company;
    
    compliance with applicable governmental laws, rules and regulations;
    
    the prompt internal reporting to an appropriate person or persons identified in the Code of violations of the Code; and
    
    accountability for adherence to the Code.
  Honest and Ethical Conduct
  Compliance With Applicable Laws, Rules and Regulations
   Conflicts of Interest
   
    
    providing services to a competitor or proposed or present supplier or
customer of Alexza;
    
    having an ownership interest in a competitor of Alexza or in a business with
which the Company has or is contemplating a business relationship;




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
    
    conducting Alexza business with a relative or significant other, or with a
business with which a relative or significant other is associated in any significant role;
or
    
    soliciting or accepting gifts, favors, loans or preferential treatment from
any person or entity that does business or seeks to do business with Alexza.
     Confidentiality
  Public Disclosure of Information
  Insider Trading
  Record-Keeping




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
    
    no entry be made in Alexzas books and records that intentionally hides or
disguises the nature of any transaction or of any of Alexzas liabilities or misclassifies
any transactions as to accounts or accounting periods;
    
    transactions be supported by appropriate documentation;
    
    the terms of sales and other commercial transactions be reflected accurately
in the documentation for those transactions and all such documentation be reflected
accurately in our books and records;
    
    Alexza Personnel comply with our system of internal controls; and
    
    no cash or other assets be maintained for any purpose in any unrecorded or off-the-books fund.
  
    
    Alexza Personnel may not take or authorize any action that would
intentionally cause Alexzas financial records or financial disclosure to fail to comply
with generally accepted accounting principles, the rules and regulations of the SEC or
other applicable laws, rules and regulations;
    
    all Alexza Personnel must cooperate fully with Alexzas Finance Department,
as well as Alexzas independent public accountants and counsel, respond to their questions
with candor and provide them with complete and accurate information to help ensure that
Alexzas books and records, as well as Alexzas reports filed with the SEC, are accurate
and complete; and
    
    Alexza Personnel should not knowingly make (or cause or encourage any other
person to make) any false or misleading statement in any of our reports filed with the SEC
or knowingly omit (or cause or encourage any other person to omit) any information
necessary to make the disclosure in any of Alexzas reports accurate in all material
respects.
 Protection and Proper Use of Company Assets
   Waivers of the Code
  Reporting




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Dissemination and Amendment