**Exhibit 10.28****WARRANT****NEITHER THIS WARRANT NOR THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE BEEN THE SUBJECT OFREGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE SECURITIES LAWS OF ANYSTATE, AND THE SAME HAVE BEEN (OR WILL BE, WITH RESPECT TO THE SECURITIES ISSUABLE UPON EXERCISEHEREOF) ISSUED IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF SAID ACT AND SUCHLAWS. NEITHER THIS WARRANT NOR THE SECURITIES ISSUABLE UPON EXERCISE HEREOF MAY BE SOLD,TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT AS PERMITTED UNDER SUCHSECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM.****THE WARRANT EVIDENCED BY THIS CERTIFICATE IS SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AS SETFORTH IN THE WARRANT PURCHASE AGREEMENT, DATED AS OF DECEMBER 1, 2006, COPIES OF WHICH ARE ON FILEAT THE PRINCIPAL EXECUTIVE OFFICES OF THE ISSUER. NO REGISTRATION OF TRANSFER OF THIS WARRANT WILLBE MADE ON THE BOOKS OF THE ISSUER UNLESS AND UNTIL SUCH RESTRICTIONS SHALL HAVE BEEN COMPLIEDWITH.****ALEXZA PHARMACEUTICALS, INC.****WARRANT TO PURCHASE COMMON STOCK****No. SA-001** **December 1, 2006****Void After December 1, 2011**     **THIS CERTIFIES THAT**, for value received, **SYMPHONY ALLEGRO HOLDINGS LLC**, with its principaloffice at 7361 Calhoun Place, Suite 325, Rockville, MD 20855, or its assigns (the“Holder”), is entitled to subscribe for and purchase at the Exercise Price (defined below)from Alexza Pharmaceuticals, Inc., a Delaware corporation, with its principal office at 1020 EastMeadow Circle, Palo Alto, CA 94303 (the “Company”) up to two million (2,000,000) shares ofthe Common Stock of the Company (the “Common Stock”), subject to adjustment as providedherein. This Warrant is being issued pursuant to the terms of the Warrant Purchase Agreement,dated December 1, 2006, by and among the Company and the Holder (the “Warrant PurchaseAgreement”). Capitalized terms not otherwise defined herein shall have the respective meaningsascribed to such terms in the Warrant Purchase Agreement.     1. DEFINITIONS. As used herein, the following terms shall have the followingrespective meanings:
 

 
          (a) “Exercise Period” shall mean the period commencing on December 1, 2007 and endingon December 1, 2011, except as otherwise provided below.          (b) “Exercise Price” shall mean $9.91 per share, subject to adjustment pursuant toSection 6 below.          (c) “Exercise Shares” shall mean the shares of the Company’s Common Stock issuableupon exercise of this Warrant, subject to adjustment pursuant to the terms herein, including butnot limited to adjustment pursuant to Section 6 below.     2. EXERCISE OF WARRANT.          2.1 Method of Exercise. The rights represented by this Warrant may be exercised inwhole or in part at any time during the Exercise Period or earlier at any time upon a TransactionEvent, by delivery of the following to the Company at its address set forth above (or at such otheraddress as it may designate by notice in writing to the Holder):               (a) An executed Notice of Exercise in the form attached hereto;               (b) Payment of the Exercise Price of the Exercise Shares purchased thereby (i) in cash or bycheck or wire transfer of immediately available funds, (ii) pursuant to a Cashless Exercise, asdescribed below, or (iii) by a combination of (i) and (ii); and               (c) Upon the exercise of the rights represented by this Warrant, shares of Common Stock shallbe issued for the Exercise Shares so purchased, and shall be registered in the name of the Holderor persons affiliated with the Holder, if the Holder so designates, within a reasonable amount oftime following receipt by the Company of all of the items designated in clauses (a),(b) and (c) above, but in no event later than thirty (30) days after the date ofexercise pursuant to this Section 2.1. The Company shall (i) upon request of the Holder,if available and if allowed under applicable securities laws, use commercially reasonable effortsto deliver Exercise Shares electronically through the Depository Trust Corporation or anotherestablished clearing corporation performing similar functions, or (ii) if requested by the Holder,deliver to the Holder certificates evidencing the Exercise Shares. The person in whose name anyExercise Shares are to be issued upon exercise of this Warrant shall be deemed to have become theholder of record of such shares on the date on which delivery of the Notice of Exercise, deliveryof this Warrant and payment of the Exercise Price were made, irrespective of the date of issuanceof the shares of Common Stock, except that, if the date of such delivery and payment is a date whenthe stock transfer books of the Company are closed, such person shall be deemed to have become theholder of such shares at the close of business on the next succeeding date on which the stocktransfer books are open.
 

 
                           2.2 Cashless Exercise. Notwithstanding any provisions herein to the contrary, if, atany time during the Exercise Period, the Current Market Price (as defined below) of one share ofCommon Stock is greater than the Exercise Price (at the date of calculation as set forth below), inlieu of exercising this Warrant by payment of cash, the Holder may exercise this Warrant in wholeor part by a cashless exercise by surrender of this Warrant at the principal office of the Companytogether with the properly endorsed Notice of Exercise and the Company shall issue to the Holder anumber of shares of Common Stock computed using the following formula:         X = Y (B-A) B         Where: X = the number of shares of Common Stock to be issued to the Holder.         Y = the number of shares of Common Stock purchasable uponexercise of all of the Warrant or, if only a portion of the Warrant is beingexercised, the portion of the Warrant being exercised (in each case subject toadjustment pursuant to the terms herein, including but not limited toadjustment pursuant to Section 6 below).         A = the Exercise Price.         B = the Current Market Price of one share of Common Stock.         “Current Market Price” means on any particular date:                              (a) if the Common Stock is traded on the Nasdaq SmallCap Market or the Nasdaq Global Market,the average of the closing prices of the Common Stock of the Company on such market over the five(5) trading days ending immediately prior to the applicable date of valuation (in the case of acashless exercise, the date of valuation will be the exercise date);                              (b) if the Common Stock is traded on any registered national stock exchange but is not tradedon the Nasdaq SmallCap Market or the Nasdaq Global Market, the average of the closing prices of theCommon Stock of the Company on such exchange over the five (5) trading days ending immediatelyprior to the applicable date of valuation (in the case of a cashless exercise, the date ofvaluation will be the exercise date).                              (c) if the Common Stock is traded over-the-counter, but not on the Nasdaq SmallCap Market, theNasdaq Global Market or a registered national stock exchange, the average of the closing bid pricesover the five (5) trading day period ending immediately prior to the applicable date of valuation(in the case of a cashless exercise, the date of valuation will be the exercise date); and
 

 
               (d) if there is no active public market for the Common Stock, the value thereof, as determinedin good faith by the Board of Directors of the Company upon due consideration of the proposeddetermination thereof by the Holder.          2.3 Partial Exercise. If this Warrant is exercised in part only, the Company shall,upon surrender of this Warrant, execute and deliver, within ten (10) days of the date of exercise,a new Warrant evidencing the rights of the Holder, or such other person as shall be designated inthe Notice of Exercise, to purchase the balance of the Exercise Shares purchasable hereunder. Inno event shall this Warrant be exercised for a fractional Exercise Share, and the Company shall notdistribute a Warrant exercisable for a fractional Exercise Share. Fractional Exercise Shares shallbe treated as provided in Section 5 hereof.          2.4 Legend.               (a) All certificates evidencing the shares to be issued to the Holder may bear the followinglegends (provided that no such legend shall be borne by Exercise Shares issued following the validdisposition of such shares pursuant to a registration statement which is effective under theSecurities Act):     “THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACTOF 1933, AS AMENDED, OR UNDER THE SECURITIES LAWS OF ANY STATE, AND THE SAME HAVE BEEN ISSUED INRELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF SAID ACT AND SUCH LAWS. SUCH SHARESMAY NOT BE SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT AS PERMITTEDUNDER SUCH SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM.”     “THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER ASSET FORTH IN ARTICLE VI OF THE WARRANT PURCHASE AGREEMENT, DATED AS OF DECEMBER 1, 2006, BYAND BETWEEN THE ISSUER HEREOF AND SYMPHONY ALLEGRO HOLDINGS LLC (COPIES OF WHICH ARE ON FILE AT THEPRINCIPAL EXECUTIVE OFFICES OF THE ISSUER HEREOF), INCLUDING, BUT NOT LIMITED TO, A DAILY SHAREDISPOSITION LIMIT, WHICH IS THE GREATER OF (X) 35,000 SHARES OR (Y) 25% OF THE AVERAGE DAILYTRADING VOLUME OF ALEXZA COMMON STOCK OVER THE COURSE OF THE PREVIOUS TWENTY-EIGHT (28) CALENDARDAYS (AS REPORTED ON THE NASDAQ GLOBAL MARKET OR SUCH OTHER NATIONAL EXCHANGE REPRESENTING THEPRIMARY EXCHANGE ON WHICH ALEXZA COMMON STOCK IS LISTED) PER DAY IN RESPECT OF THE WARRANT SHARESOF THE HOLDER HEREOF. UPON A SALE OR OTHER TRANSACTION RESULTING IN A DIVISION OF THE SHARESREPRESENTED HEREBY, SUCH MAXIMUM DAILY DISPOSITION AMOUNT WILL BE DIVIDED PRO RATA AMONG SUBSEQUENTHOLDERS OF THE WARRANT SHARES”.
 

 
               (b) If the certificates representing shares include either or both of the legends set forth inSection 2.4(a) hereof, the Company shall, upon a request from a Holder, or subsequenttransferee of a Holder, as soon as practicable but in no event more than thirty (30) days afterreceiving such request, remove or cause to be removed (i) if the shares cease to be restrictedsecurities, the securities law portion of the legend and/or (ii) in the event of a sale of theshares subject to issuance following the transfer of the shares in compliance with the transferrestrictions, the transfer restriction portion of the legend, from certificates representing theshares delivered by a Holder (or a subsequent transferee).          2.5 Charges, Taxes and Expenses. Issuance of the Exercise Shares shall be madewithout charge to the Holder for any issue or transfer tax or other incidental expense in respectof the issuance of any electronic or paper certificate, all of which taxes and expenses shall bepaid by the Company, and such certificates shall be issued in the name of the Holder or in suchname or names as may be directed by the Holder; provided, however, that in theevent Exercise Shares are to be issued in a name other than the name of the Holder, this Warrantwhen surrendered for exercise shall be accompanied by the Assignment Form attached hereto dulyexecuted by the Holder; and the Company may require, as a condition thereto, the payment of a sumsufficient to reimburse it for any transfer tax incidental thereto. Notwithstanding anything tothe contrary in this Section 2.5, all issue or transfer tax or other incidental expenses imposed bya Governmental Authority outside the United States shall be 100% borne by the Holder.     3. COVENANTS OF THE COMPANY.          3.1 Covenants as to Exercise Shares. The Company covenants and agrees that allExercise Shares that may be issued upon the exercise of the rights represented by this Warrantwill, upon issuance, be duly authorized and validly issued and outstanding, fully paid andnonassessable, and free from all taxes, liens and charges with respect to the issuance thereof.The Company further covenants and agrees that the Company will at all times during the ExercisePeriod, have authorized and reserved, free from preemptive rights, a sufficient number of shares ofits Common Stock to provide for the exercise of the rights represented by this Warrant. If at anytime during the Exercise Period the number of authorized but unissued shares of Common Stock shallnot be sufficient to permit exercise of this Warrant, the Company will take such corporate actionas may, in the opinion of counsel, be necessary to increase its authorized but unissued shares ofCommon Stock (or other securities as provided herein) to such number of shares as shall besufficient for such purposes.          3.2 No Impairment. Except and to the extent as waived or consented to by the Holderin accordance with Section 10 hereof, the Company will not, by amendment of its Certificateof Incorporation (as such may be amended from time to time), or through any means, avoid or seek toavoid the observance or performance of any of the terms to be observed or performed hereunder bythe Company, but will at all times in good faith carry out of all the provisions of this Warrantand take all such action
 

 
as may be necessary or appropriate in order to protect the exercise rights of the Holderagainst such impairment.          3.3 Notices of Record Date. If at any time:               (a) the Company shall take a record of the holders of Common Stock for the purpose ofentitling them to receive a dividend or other distribution, or any right to subscribe for orpurchase any evidences of its indebtedness, any shares of stock of any class or any othersecurities or property, or to receive any other right (other than with respect to any equity orequity equivalent security issued pursuant to a rights plan adopted by the Company’s Board ofDirectors);               (b) there shall be any capital reorganization of the Company, any reclassification orrecapitalization of the capital stock of the Company or any consolidation or merger of the Company,or any sale, transfer or other disposition of all or substantially all the property, assets orbusiness of the Company; or               (c) there shall be a voluntary or involuntary dissolution, liquidation or winding up of theCompany;then, in any one or more of such cases, the Company shall use commercially reasonable efforts togive to the Holder, provided that such action is available and permitted under theapplicable securities laws, at least ten (10) days’ prior written notice of the record date forsuch dividend, distribution or right or for determining rights to vote in respect of any suchreorganization, reclassification, recapitalization, consolidation, merger, sale, transfer,disposition, dissolution, liquidation or winding up of the Company. Any notice provided hereundershall specify the date on which the holders of Common Stock shall be entitled to any such dividend,distribution or right, and the amount and character thereof, and the then current estimated datefor the closing of the transaction contemplated by any proposed reorganization, reclassification,recapitalization, consolidation, merger, sale, transfer, disposition, dissolution, liquidation orwinding up of the Company.     4. REPRESENTATIONS OF HOLDER.          4.1 Acquisition of Warrant for Personal Account. The Holder represents and warrantsthat it is acquiring the Warrant and the Exercise Shares solely for its account for investment andnot with a present view toward the public sale or public distribution of said Warrant or ExerciseShares or any part thereof and has no intention of selling or distributing said Warrant or ExerciseShares or any arrangement or understanding with any other persons regarding the sale ordistribution of said Warrant or the Exercise Shares, except as would not result in a violation ofthe Securities Act. The Holder will not, directly or indirectly, offer, sell, pledge, transfer orotherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledgeof) the Warrant except in accordance with the provisions of Article VI of the WarrantPurchase Agreement and will not, directly or indirectly, offer, sell, pledge, transfer or otherwisedispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of)
 

 
the Exercise Shares except in accordance with the provisions of Article VI of theWarrant Purchase Agreement or pursuant to and in accordance with the Securities Act.          4.2 Securities Are Not Registered.               (a) The Holder understands that the offer and sale of neither the Warrant nor the ExerciseShares has been registered under the Securities Act.               (b) The Holder recognizes that the Warrant and the Exercise Shares must be held indefinitelyunless they are subsequently registered under the Securities Act or an exemption from suchregistration is available. The Holder recognizes that the Company has no obligation to registerthe Warrant or, except as provided in the Warrant Purchase Agreement and the Registration RightsAgreement, the Exercise Shares, or to comply with any exemption from such registration.               (c) The Holder is aware that neither the Warrant nor the Exercise Shares may be sold pursuantto Rule 144 adopted under the Securities Act unless certain conditions are met, including, amongother things, the availability of certain current public information about the Company and theexpiration of the required holding period under Rule 144.          4.3 Disposition of Warrant and Exercise Shares.               (a) The Holder further agrees not to make any disposition of all or any part of the Warrant orExercise Shares in any event unless and until one of the following occurs:                    (i) The Company shall have received a letter secured by the Holder from the SEC stating thatno action will be recommended to the Commission with respect to the proposed disposition;                    (ii) There is then in effect a registration statement under the Securities Act covering theExercise Shares and such disposition is made in accordance with said registration statement; or                    (iii) The Holder shall have furnished the Company with an opinion of counsel, reasonablysatisfactory to the Company, for the Holder to the effect that such disposition will not requireregistration of such Warrant or Exercise Shares under the Securities Act or any applicable statesecurities laws; provided, that so long as the Holder provides the Company with a representationletter in customary form with respect to such Rule 144 disposition, no opinion shall be requiredfor any disposition made or to be made in accordance with the provisions of Rule 144.     5. FRACTIONAL SHARES. No fractional shares shall be issued upon the exercise of thisWarrant as a consequence of any adjustment pursuant hereto. All Exercise Shares (includingfractions) issuable upon exercise of this Warrant may be aggregated for purposes of determiningwhether the exercise would result in the issuance of any fractional share. If, after aggregation,the exercise would result in the issuance of
 

 
a fractional share, the Company shall, in lieu of issuance of any fractional share, pay theHolder otherwise entitled to such fraction a sum in cash equal to the product resulting frommultiplying the then Current Market Price (as of the applicable exercise date) of an Exercise Shareby such fraction.     6. CERTAIN EVENTS.          6.1 Dividends, Subdivisions, Combinations and Reclassifications. The number and kindof securities purchasable upon the exercise of this Warrant and the Exercise Price shall be subjectto adjustment from time to time upon the happening of any of the following. In case the Companyshall (i) pay a dividend in shares of Common Stock or make a distribution in shares of Common Stockto holders of its outstanding Common Stock, (ii) subdivide its outstanding shares of Common Stockinto a greater number of shares, (iii) combine its outstanding shares of Common Stock into asmaller number of shares of Common Stock, or (iv) issue any shares of its capital stock in areclassification of the Common Stock, then the number of Warrant Shares purchasable upon exerciseof this Warrant immediately prior thereto shall be adjusted so that the Holder shall be entitled toreceive the kind and number of Warrant Shares or other securities of the Company which it wouldhave owned or have been entitled to receive had such Warrant been exercised in advance thereof.Upon each such adjustment of the kind and number of Warrant Shares or other securities of theCompany which are purchasable hereunder, the Holder shall thereafter be entitled to purchase thenumber of Warrant Shares or other securities resulting from such adjustment at an Exercise Priceper Warrant Share or other security obtained by multiplying the Exercise Price in effectimmediately prior to such adjustment by the number of Warrant Shares purchasable pursuant heretoimmediately prior to such adjustment and dividing by the number of Warrant Shares or othersecurities of the Company resulting from such adjustment. An adjustment made pursuant to thisparagraph shall become effective immediately after the effective date of such event retroactive tothe record date, if any, for such event.          6.2 Corporate Transactions. In the event that the Company enters into a merger oracquisition in which the surviving or resulting “parent” entity is an entity other than theCompany, then the Holder shall either exercise the Warrant or surrender the Warrant in exchange fora new warrant exercisable in return for shares or common stock of the Surviving Entity (as definedin the Warrant Purchase Agreement) (the “Replacement Warrant”), provided that:               (i) in accordance with Section 7.08 of the Warrant Purchase Agreement, if theconsideration for a merger or acquisition consists of a combination of cash and stock of theSurviving Entity, then the Replacement Warrant issued to the Holder shall be solely for commonstock of the Surviving Entity at an exchange ratio reflecting the total consideration paid by theSurviving Entity at the time of such change in control as if the total consideration (includingcash) for each share of the Common Stock was instead paid only in common stock of the SurvivingEntity at the time of such change of control (as illustrated on Exhibit C to the WarrantPurchase Agreement), and the holders of the Replacement Warrants shall have the registration
 

 
rights for stock issuable upon exercise of the Replacement Warrants as provided under theRegistration Rights Agreement; or               (ii) in accordance with Section 7.08 of the Warrant Purchase Agreement, if prior tothe end of the Term (as defined in the Warrant Purchase Agreement), a merger or acquisition shalloccur and the consideration for such merger or acquisition shall be paid entirely in cash, then theHolder of this Warrant shall then have the option to irrevocably elect within fifteen (15) BusinessDays of the public announcement of the merger or acquisition by written notice of election to theCompany, either (A) to retain the Warrant and the right to exercise the Warrant then outstandingfor Exercise Shares in accordance with the terms of this Warrant, which exercise shall occur nolater than immediately prior to the closing of such merger or acquisition, or (B) to surrender theWarrant to the Company in consideration of a cash payment for each share of the Common Stocksubject to purchase under this Warrant in an amount equal to 40% of the per share cashconsideration to be received by a holder of one share of the Common Stock to be tendered in themerger or acquisition, provided that the aggregate total cash payments to all holders ofoutstanding Warrants shall not exceed $10,000,000 (the “Warrant Surrender Price”). TheWarrant Surrender Price shall be paid upon the surrender of the Warrants promptly following theclosing of the all cash merger or acquisition. Any failure by the Holder to deliver a writtennotice of election to the Company pursuant to this Section 6.3(ii) shall be deemed anelection of clause (B) of this Section 6.2(ii).Following a merger or acquisition involving consideration of cash and stock in which the SurvivingEntity is other than the Company, reference to the Common Stock shall instead be deemed a referenceto the common stock of the Surviving Entity. For purposes of Section 6.2(i), “common stockof the Surviving Entity” shall include stock of such corporation of any class which is notpreferred as to dividends or assets over any other class of stock of such corporation and which isnot subject to redemption and shall also include any evidences of indebtedness, shares of stock orother securities which are convertible into or exchangeable for any such stock, either immediatelyor upon the arrival of a specified date or the occurrence of a specified event and any warrants orother rights to subscribe for or purchase any such stock. The foregoing provisions of thisSection 6.2 shall similarly apply to successive reorganizations, reclassifications,mergers, acquisitions, consolidations or disposition of assets.          6.3 Adjustment of Exercise Price. The form of this Warrant need not be changedbecause of any adjustment in the number, class, and kind of shares subject to this Warrant. TheCompany shall promptly provide a certificate from its principal accounting officer notifying theHolder in writing of any adjustment in the Exercise Price and/or the total number, class, and kindof shares (and other securities or property) issuable upon exercise of this Warrant, whichcertificate shall specify the Exercise Price and number, class and kind of shares (and othersecurities or property) under this Warrant after giving effect to such adjustment and shall setforth a brief statement of the facts requiring such adjustment and setting forth the computation bywhich such adjustment was made.
 

 
     7. NO STOCKHOLDER RIGHTS. Except to the extent specified in Section 6, thisWarrant in and of itself shall not entitle the Holder to any voting rights or other rights as astockholder of the Company. Upon the exercise of this Warrant in accordance with Section2, the Exercise Shares so purchased shall be and be deemed to be issued to such Holder as therecord owner of such shares as of the close of business on the date of such exercise.     8. TRANSFER OF WARRANT. Subject to applicable laws, the restriction on transfer setforth on the first page of this Warrant and the provisions of Article VI of the WarrantPurchase Agreement, this Warrant and all rights hereunder are transferable by the Holder, in personor by duly authorized attorney, upon delivery of this Warrant, the Assignment Form attached heretoand funds sufficient to pay any transfer taxes (in accordance with Section 2.5 hereof) payable uponthe making of such transfer, to any transferee designated by Holder. The transferee will sign anddeliver to the Company an investment letter in a form that is commercially reasonable, customaryfor use in similar transactions and reasonably satisfactory to the Company. Upon such deliveryand, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants inthe name of the assignee or assignees and in the denomination or denominations specified in suchinstrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion ofthis Warrant not so assigned, and this Warrant shall promptly be cancelled. A Warrant, if properlyassigned, may be exercised by a new holder for the purchase of Exercise Shares without having a newWarrant issued.     9. LOST, STOLEN, MUTILATED OR DESTROYED WARRANT. If this Warrant is lost, stolen,mutilated or destroyed, the Company may, on such terms as to indemnity or otherwise as it mayreasonably impose (which shall, in the case of a mutilated Warrant, include the surrender thereof),issue a new Warrant of like denomination and tenor as the Warrant so lost, stolen, mutilated ordestroyed. Any such new Warrant shall constitute an original contractual obligation of theCompany, whether or not the allegedly lost, stolen, mutilated or destroyed Warrant shall be at anytime enforceable by anyone.     10. MODIFICATIONS AND WAIVER. This Warrant and any provision hereof may be changed,waived, discharged or terminated only by an instrument in writing signed by the Company and theHolder.     11. NOTICES, ETC. All notices required or permitted hereunder shall be in writing andshall be deemed effectively given: (a) upon personal delivery to the party to be notified, (b) whensent by confirmed facsimile if sent during normal business hours of the recipient, if not, then onthe next business day, (c) five days after having been sent by registered or certified mail, returnreceipt requested, postage prepaid, or (d) one business day after deposit with a nationallyrecognized overnight courier, specifying next day delivery, with written verification of receipt.All communications shall be sent to the Company at the address listed on the signature page and tothe Holder at the addresses on the Company records, or at such other address as the Company orHolder may designate by ten days’ advance written notice to the other party hereto.
 

 
     12. ACCEPTANCE. Receipt of this Warrant by the Holder shall constitute acceptance ofand agreement to all of the terms and conditions contained herein.     13. GOVERNING LAW. This Warrant and all rights, obligations and liabilities hereundershall be governed by the laws of the State of New York without regard to the principles of conflictof laws. The Company and, by accepting this Warrant, the Holder, each irrevocably submits andconsents to the exclusive jurisdiction of the courts of the State of New York located in New YorkCounty and the United States District Court for the Southern District of New York for the purposeof any suit, action, proceeding or judgment relating to or arising out of this Warrant and thetransactions contemplated hereby. The Company and, by accepting this Warrant, the Holder, eachirrevocably waives any objection to the laying of venue of any such suit, action or proceedingbrought in such courts and irrevocably waives any claim that any such suit, action or proceedingbrought in any such court has been brought in an inconvenient forum. **EACH OF THE COMPANY AND, BYITS ACCEPTANCE HEREOF, THE HOLDER HEREBY WAIVES ANY RIGHT TO REQUEST A TRIAL BY JURY IN ANYLITIGATION WITH RESPECT TO THIS WARRANT AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLYAS TO THIS WAIVER.**     14. DESCRIPTIVE HEADINGS. The descriptive headings of the several paragraphs of thisWarrant are inserted for convenience only and do not constitute a part of this Warrant. Thelanguage in this Warrant shall be construed as to its fair meaning without regard to which partydrafted this Warrant.     15. SUCCESSORS AND ASSIGNS. Subject to applicable securities laws, this Warrant andthe rights and obligations evidenced hereby shall inure to the benefit of and be binding upon thesuccessors of the Company and the successors and permitted assigns of the Holder.     16. SEVERABILITY. The invalidity or unenforceability of any provision of this Warrantin any jurisdiction shall not affect the validity or enforceability of such provision in any otherjurisdiction, or affect any other provision of this Warrant, which shall remain in full force andeffect.     17. REGISTRATION RIGHTS. The holder of this Warrant and of the Exercise Shares shallbe entitled to the registration rights and other applicable rights with respect to the ExerciseShares as and to the extent set forth in the Warrant Purchase Agreement and the Registration RightsAgreement.     18. ENTIRE AGREEMENT. This Warrant constitutes the entire agreement between theparties pertaining to the subject matter contained in it and supersedes all prior andcontemporaneous agreements, representations, and undertakings of the parties, whether oral orwritten, with respect to such subject matter.[Signature Page Follows]
 

 
     **IN WITNESS WHEREOF**, the Company has caused this Warrant to be executed by its duly authorizedofficer as of December 1, 2006.         **ALEXZA PHARMACEUTICALS, INC.**           By: /s/ Thomas B. King            Name: Thomas B. King           Title: President and CEO         Address: 1020 East Meadow Circle    Palo Alto, CA 94303    Attn: August J. Moretti    Facsimile: (650) 687-3999       W/copy to: Cooley Godward Kronish LLP    Five Palo Alto Square    3000 El Camino Real    Palo Alto, CA 94306-2155    Attn: Barbara A. Kosacz, Esq.    Facsimile: (650) 849-7400
 

 
**NOTICE OF EXERCISE****TO: ALEXZA PHARMACEUTICALS, INC.**     **(1) **The undersigned hereby elects to (check one box only):          o purchase                      shares of the Common Stock of Alexza Pharmaceuticals, Inc. (the“Company”) pursuant to the terms of the attached Warrant, and tenders herewith payment ofthe exercise price in full for such shares.          o purchase the number of shares of Common Stock of the Company by cashless exercise pursuantto the terms of the Warrant as shall be issuable upon cashless exercise of the portion of theWarrant relating to                      shares.     **(2) **Please issue a certificate or certificates representing said shares of Common Stock in thename of the undersigned or in such other name as is specified below: (Name)  (Address)     **(3) **If the Warrant is not being exercised in full, please issue a certificate representing anew Warrant evidencing the right of the Holder to purchase the balance of the Exercise Sharespurchasable under the Warrant, such certificate to be registered in the name of the undersigned orin such other name as is specified below: (Name)  (Address)     **(4) **The undersigned represents that (i) the aforesaid shares of Common Stock are beingacquired for the account of the undersigned not with a view to, or for resale in connection with,the distribution thereof in violation of the Securities Act of 1933, as amended (the“Securities Act”) and that the undersigned has no present intention of distributing orreselling such shares in violation of the Securities Act; (ii) the undersigned is aware of theCompany’s business affairs and financial condition and has acquired sufficient information aboutthe Company to reach an informed and knowledgeable decision regarding its investment in theCompany; (iii) the undersigned is experienced in making investments of this type and has suchknowledge and background in financial and business matters that the undersigned is capable ofevaluating the merits and risks of this investment and protecting the undersigned’s own interests;(iv) the
 

 
undersigned understands that the shares of Common Stock issuable upon exercise of this Warrantmust be held indefinitely unless subsequently registered under the Securities Act or an exemptionfrom such registration is available, and (v) the undersigned agrees not to make any disposition ofall or any part of the aforesaid shares of Common Stock unless and until there is then in effect aregistration statement under the Securities Act covering such proposed disposition and suchdisposition is made in accordance with said registration statement, or the undersigned has providedthe Company with an opinion of counsel satisfactory to the Company, stating that such registrationis not required.      (Date) (Signature)        (Print Name)
 

 
**ASSIGNMENT FORM**(To assign the foregoing Warrant, subject to compliance withSection 4.3 hereof, execute this form and supply requiredinformation. Do not use this form to purchase shares.)          **FOR VALUE RECEIVED**, the foregoing Warrant and all rights evidenced thereby are hereby assignedto   Name:     (Please Print)