##### 



Exhibit 10.29
 [ * ] = Certain confidential information contained in this document, marked by brackets,
has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule
24b-2 of the Securities Exchange Act of 1934, as amended.
 AMENDED AND RESTATED
RESEARCH AND DEVELOPMENT AGREEMENT
 among
 ALEXZA PHARMACEUTICALS, INC.,
 SYMPHONY ALLEGRO HOLDINGS LLC
 and
 SYMPHONY ALLEGRO, INC.
 
 Dated as of December 1, 2006




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##### 



Table of Contents
 Page1.
    
    
    ASSIGNMENT
    
    
    12.
    
    
    OVERVIEW OF DEVELOPMENT
    
    
    13.
    
    
    DEVELOPMENT COMMITTEE
    
    
    24.
    
    
    DEVELOPMENT PLAN AND DEVELOPMENT BUDGET
    
    
    24.1 Generally
    
    
    24.2 Amendments
    
    
    34.3 Alexzas Independent Staccato Technology Research
    
    
    45.
    
    
    REGULATORY MATTERS
    
    
    55.1 FDA Sponsor
    
    
    55.2 Correspondence
    
    
    65.3 Inspections and Meetings
    
    
    65.4 Transfer of FDA Sponsorship
    
    
    76.
    
    
    ALEXZAS OBLIGATIONS
    
    
    86.1 Generally
    
    
    86.2 Subcontracting
    
    
    96.3 Reports and Correspondence
    
    
    116.4 Manufacturing
    
    
    116.5 Staffing
    
    
    126.6 QA Audit
    
    
    136.7 Financial Audit
    
    
    136.8 Insurance
    
    
    137.
    
    
    SYMPHONY ALLEGROS OBLIGATIONS
    
    
    147.1 Generally
    
    
    147.2 Subcontracting
    
    
    147.3 Reports
    
    
    147.4 Insurance
    
    
    147.5 Staffing
    
    
    15
 
 [ * ]  =
    
    Certain confidential information contained in this document, marked by brackets,
has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule
24b-2 of the Securities Exchange Act of 1934, as amended.




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##### 



Table of Contents
 Page7.6 Audit
    
    
    158.
    
    
    FUNDING AND PAYMENTS
    
    
    158.1 Use of Proceeds
    
    
    158.2 Reimbursement
    
    
    168.3 Budget Allocation and Deviations
    
    
    168.4 Employee Benefits
    
    
    179.
    
    
    COVENANTS
    
    
    179.1 Mutual Covenants
    
    
    1710.
    
    
    CONFIDENTIALITY
    
    
    1811.
    
    
    DISCONTINUATION OPTION
    
    
    1812.
    
    
    REPRESENTATIONS AND WARRANTIES
    
    
    1912.1 Alexza Representations and Warranties
    
    
    1912.2 Symphony Allegro Representations and Warranties
    
    
    2113.
    
    
    RELATIONSHIP BETWEEN ALEXZA AND SYMPHONY ALLEGRO
    
    
    2214.
    
    
    CHANGE OF CONTROL
    
    
    2215.
    
    
    NO RESTRICTIONS; INDEMNIFICATION
    
    
    2215.1 No Restrictions
    
    
    2215.2 Indemnification
    
    
    2216.
    
    
    LIMITATION OF LIABILITIES
    
    
    2516.1 Between the Parties
    
    
    2516.2 Pursuant to the RRD Services Agreement
    
    
    2617.
    
    
    TERM AND TERMINATION
    
    
    2617.1 Term
    
    
    2617.2 Termination for Alexzas Breach
    
    
    2617.3 Termination for Symphony Allegros or Holdings Breach
    
    
    2717.4 Termination of License Agreement
    
    
    2717.5 Survival
    
    
    2718.
    
    
    MISCELLANEOUS
    
    
    2718.1 No Petition
    
    
    27
 
 [ * ]  =
    
    Certain confidential information contained in this document, marked by brackets,
has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule
24b-2 of the Securities Exchange Act of 1934, as amended.




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##### 



Table of Contents
 Page18.2 Notices
    
    
    2718.3 Governing Law; Consent to Jurisdiction and Service of Process
    
    
    2918.4 WAIVER OF JURY TRIAL
    
    
    2918.5 Entire Agreement
    
    
    2918.6 Amendment; Successors; Assignment; Counterparts
    
    
    3018.7 Severability
    
    
    3018.8 Third Party Beneficiary
    
    
    30
 
 
 
 [ * ]  =
    
    Certain confidential information contained in this document, marked by brackets,
has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule
24b-2 of the Securities Exchange Act of 1934, as amended.




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##### 



AMENDED AND RESTATED
 RESEARCH AND DEVELOPMENT AGREEMENT
 Amended And Restated Research And Development Agreement Alexza Pharmaceuticals,
Inc. Symphony Allegro, Inc. Symphony Allegro Holdings LLC
 PRELIMINARY STATEMENT
    1. Assignment
 2. Overview of Development
 (a)
 
 [ * ]  =
    
    Certain confidential information contained in this document, marked by brackets,
has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule
24b-2 of the Securities Exchange Act of 1934, as amended. 1.




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##### 



(b)
 (c)
 (d)
 3. Development Committee
 4. Development Plan and Development Budget
 4.1 Generally
 
 [ * ]  =
    
    Certain confidential information contained in this document, marked by brackets,
has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule
24b-2 of the Securities Exchange Act of 1934, as amended. 2.




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##### 



4.2 Amendments
 (a)
 
 [ * ]  =
    
    Certain confidential information contained in this document, marked by brackets,
has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule
24b-2 of the Securities Exchange Act of 1934, as amended. 3.




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##### 



(b)
 (c)
 (d)
 4.3 Alexzas Independent Staccato Technology Research
 (a) 
 [ * ]  =
    
    Certain confidential information contained in this document, marked by brackets,
has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule
24b-2 of the Securities Exchange Act of 1934, as amended. 4.
        (b) [ * ] [ * ]
 (c) [ * ]
 5. Regulatory Matters
 5.1 FDA Sponsor 
 [ * ]  =
    
    Certain confidential information contained in this document, marked by brackets,
has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule
24b-2 of the Securities Exchange Act of 1934, as amended. 5.
        5.2 Correspondence
 5.3 Inspections and Meetings 
 [ * ]  =
    
    Certain confidential information contained in this document, marked by brackets,
has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule
24b-2 of the Securities Exchange Act of 1934, as amended. 6.
        5.4 Transfer of FDA Sponsorship
 (a)
 
 [ * ]  =
    
    Certain confidential information contained in this document, marked by brackets,
has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule
24b-2 of the Securities Exchange Act of 1934, as amended. 7.




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##### 



(b)
 6. Alexzas Obligations
 6.1 Generally
 (a)
 
 [ * ]  =
    
    Certain confidential information contained in this document, marked by brackets,
has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule
24b-2 of the Securities Exchange Act of 1934, as amended. 8.




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##### 



(b)
 6.2 Subcontracting
 (a)
 
 [ * ]  =
    
    Certain confidential information contained in this document, marked by brackets,
has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule
24b-2 of the Securities Exchange Act of 1934, as amended. 9.




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##### 



(b)
 (c)
 (d)
 (e)
 (f)
 
 [ * ]  =
    
    Certain confidential information contained in this document, marked by brackets,
has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule
24b-2 of the Securities Exchange Act of 1934, as amended. 10.




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##### 



(g)
 (h)
 6.3 Reports and Correspondence
 6.4 Manufacturing
 
 [ * ]  =
    
    Certain confidential information contained in this document, marked by brackets,
has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule
24b-2 of the Securities Exchange Act of 1934, as amended. 11.




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##### 



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




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##### 



6.5 Staffing
 6.6 QA Audit
 6.7 Financial Audit [ * ] 
 [ * ]  =
    
    Certain confidential information contained in this document, marked by brackets,
has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule
24b-2 of the Securities Exchange Act of 1934, as amended. 13.
        6.8 Insurance
 7. Symphony Allegros Obligations
 7.1 Generally
 7.2 Subcontracting
 7.3 Reports 
 [ * ]  =
    
    Certain confidential information contained in this document, marked by brackets,
has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule
24b-2 of the Securities Exchange Act of 1934, as amended. 14.
        7.4 Insurance
 7.5 Staffing
 7.6 Audit
 8. Funding and Payments
 8.1 Use of Proceeds
 
 [ * ]  =
    
    Certain confidential information contained in this document, marked by brackets,
has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule
24b-2 of the Securities Exchange Act of 1934, as amended. 15.




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##### 



8.2 Reimbursement
 (a)
 (b)
 8.3 Budget Allocation and Deviations 
 [ * ]  =
    
    Certain confidential information contained in this document, marked by brackets,
has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule
24b-2 of the Securities Exchange Act of 1934, as amended. 16.
        8.4 Employee Benefits
 9. Covenants
 9.1 Mutual Covenants
 (a)
 (b)
 (c)
 
 [ * ]  =
    
    Certain confidential information contained in this document, marked by brackets,
has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule
24b-2 of the Securities Exchange Act of 1934, as amended. 17.




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##### 



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




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##### 



[ * ] [ * ]
 (b) [ * ] [ * ] [ * ]
 12. Representations and Warranties
 12.1 Alexza Representations and Warranties
 (a) Organization
 (b) Authority and Validity
 
 [ * ]  =
    
    Certain confidential information contained in this document, marked by brackets,
has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule
24b-2 of the Securities Exchange Act of 1934, as amended. 19.




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##### 



(c) No Violation or Conflict
 (d) Governmental Consents and Approvals
 (e) Litigation
 (f) No Contracts
 
 [ * ]  =
    
    Certain confidential information contained in this document, marked by brackets,
has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule
24b-2 of the Securities Exchange Act of 1934, as amended. 20.




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##### 



12.2 Symphony Allegro Representations and Warranties
 (a) Organization
 (b) Authority and Validity
 (c) No Violation or Conflict
 
 [ * ]  =
    
    Certain confidential information contained in this document, marked by brackets,
has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule
24b-2 of the Securities Exchange Act of 1934, as amended. 21.




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##### 



(d) Governmental Consents and Approvals
 (e) Litigation
 13. Relationship Between Alexza and Symphony Allegro
 14. Change of Control
 15. No Restrictions; Indemnification
 15.1 No Restrictions
 15.2 Indemnification
 (a)
 
 [ * ]  =
    
    Certain confidential information contained in this document, marked by brackets,
has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule
24b-2 of the Securities Exchange Act of 1934, as amended. 22.




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##### 



(i)
 (ii)
  
 [ * ]  =
    
    Certain confidential information contained in this document, marked by brackets,
has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule
24b-2 of the Securities Exchange Act of 1934, as amended. 23.




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##### 



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




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##### 



(iii)
 (iv)
  (d) Settlement
 16. Limitation of Liabilities
 
 [ * ]  =
    
    Certain confidential information contained in this document, marked by brackets,
has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule
24b-2 of the Securities Exchange Act of 1934, as amended. 25.




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##### 



16.1 Between the Parties
 16.2 Pursuant to the RRD Services Agreement
 17. Term and Termination
 17.1 Term
 17.2 Termination for Alexzas Breach
 (a) [ * ] [ * ]
 
 [ * ]  =
    
    Certain confidential information contained in this document, marked by brackets,
has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule
24b-2 of the Securities Exchange Act of 1934, as amended. 26.




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##### 



(b) [ * ]
 17.3 Termination for Symphony Allegros or Holdings Breach [ * ] [ * ]
 17.4 Termination of License Agreement
 17.5 Survival
 (a)
 (b)
 18. Miscellaneous
 18.1 No Petition
 
 [ * ]  =
    
    Certain confidential information contained in this document, marked by brackets,
has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule
24b-2 of the Securities Exchange Act of 1934, as amended. 27.




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##### 



18.2 Notices
  
  
  
  
  
 [ * ]  =
    
    Certain confidential information contained in this document, marked by brackets,
has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule
24b-2 of the Securities Exchange Act of 1934, as amended. 28.




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##### 



18.3 Governing Law; Consent to Jurisdiction and Service of Process
 (a)
 (b)
 (c)
 18.4 WAIVER OF JURY TRIAL
 
 [ * ]  =
    
    Certain confidential information contained in this document, marked by brackets,
has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule
24b-2 of the Securities Exchange Act of 1934, as amended. 29.




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##### 



18.5 Entire Agreement
 18.6 Amendment; Successors; Assignment; Counterparts
 (a)
 (b)
 (c)
 (d)
 18.7 Severability
 18.8 Third Party Beneficiary
 {SIGNATURES FOLLOW ON NEXT PAGE}
 
 [ * ]  =
    
    Certain confidential information contained in this document, marked by brackets,
has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule
24b-2 of the Securities Exchange Act of 1934, as amended. 30.




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##### 



In Witness Whereof
 SYMPHONY ALLEGRO HOLDINGS LLCBy:
    
    Symphony Capital Partners, L.P.,
its ManagerBy:
    
    Symphony Capital GP, L.P.,
its memberBy:
    
    Symphony GP, LLC,
its memberBy:
    
    /s/ Mark KesselName:
    
    Mark KesselTitle:
    
    Managing MemberSYMPHONY ALLEGRO, INC.By:
    
    /s/ Neil J. SandlerName:
    
    Neil J. SandlerTitle:
    
    Chairman of the BoardALEXZA PHARMACEUTICALS, INC.By:
    
    /s/ August J. MorettiName:
    
    August J. MorettiTitle:
    
    Senior Vice President andChief Financial Officer
 
 [ * ]  =
    
    Certain confidential information contained in this document, marked by brackets,
has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule
24b-2 of the Securities Exchange Act of 1934, as amended.




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##### 



ANNEX A
 CERTAIN DEFINITIONS
 {See attached.}
 
 [ * ]  =
    
    Certain confidential information contained in this document, marked by brackets,
has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule
24b-2 of the Securities Exchange Act of 1934, as amended. Annex A-1




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##### 



CERTAIN DEFINITIONS
 $
 Accredited Investor
 Act
 Ad Hoc Meeting
 Additional Party Section 14
 Additional Regulatory Filings
 Adjusted Capital Account Deficit Section 1.01
 Affected Member Section 27
 Affiliate clauses (i) (ii)
 Alexza
 Alexza Accounting Advisor
 Alexza Common Stock
 Alexza Common Stock Valuation Section 2(e)
 
 [ * ]  =
    
    Certain confidential information contained in this document, marked by brackets,
has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule
24b-2 of the Securities Exchange Act of 1934, as amended. Annex A-1




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##### 



Alexza Obligations Section 6.1(a)
 Alexza Personnel Section 8.4
 Alexza Public Filings
 Alexza Subcontractor
 Allegro Relevant Infringement
 Alprazolam
 Amended and Restated Research and Development Agreement
 Asset Value Section 1.01
 Auditors
 AZ-002 Product
 AZ-002 Program
 AZ-004 Product
 AZ-004 Program
 Balance Sheet Deficiency Section 1(c)(iii)
 Balance Sheet Deficiency Date Section 1(c)(iii)
 
 [ * ]  =
    
    Certain confidential information contained in this document, marked by brackets,
has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule
24b-2 of the Securities Exchange Act of 1934, as amended. 2.




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##### 



Balance Sheet Deficiency Threshold
 Bankruptcy Code
 Business Day
 Capital Contributions Section 1.01
 Capitalized Leases
 Cash Available for Distribution Section 1.01
 Chair
 Change of Control
   Change of Control Put Option Section 2A
 Change of Control Put Option Exercise Notice Section 2A
 Class A Member
 Class A Membership Interest
 Class B Member
 Class B Membership Interest
 Class C Member
 
 [ * ]  =
    
    Certain confidential information contained in this document, marked by brackets,
has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule
24b-2 of the Securities Exchange Act of 1934, as amended. 3.




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##### 



Class C Membership Interest
 Class D Member
 Class D Membership Interest
 Client Schedules Section 5(b)
 Clinical Budget Component Section 4.1
 Clinical Trial Material
 Closing Date
 CMC
 Code
 Committed Capital
 Common Stock
 Company Expenses Section 5.09
 Company Property Section 1.01
 Confidential Information Section 2
 Confidentiality Agreement
 Conflict Transaction Article X
 Control
 
 [ * ]  =
    
    Certain confidential information contained in this document, marked by brackets,
has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule
24b-2 of the Securities Exchange Act of 1934, as amended. 4.




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##### 



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




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##### 



clauses (a) (i)
  Development Budget
 Development Committee
 Development Committee Charter
 Development Committee Member
 Development Plan
 Development Product
 Development Services Section 1(b)
 
 [ * ]  =
    
    Certain confidential information contained in this document, marked by brackets,
has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule
24b-2 of the Securities Exchange Act of 1934, as amended. 6.




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##### 



Development Subcontracting Agreement
 Director(s)
 Disclosing Party Section 4
 Discontinuation Option Section 11(a)
 Discontinuation Option Closing Date Section 11(a)
 Discontinuation Price Section 11(a)
 Discontinued Program Section 2.10
 Disinterested Directors Article IX
 Distribution Section 1.01
 Drug Master Files
 Early Purchase Option Exercise Section 1(c)(v)
 Effective Registration Date Section 1(b)
 Encumbrance
 Equity Securities
 
 [ * ]  =
    
    Certain confidential information contained in this document, marked by brackets,
has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule
24b-2 of the Securities Exchange Act of 1934, as amended. 7.




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##### 



ERISA
 Excepted Debt Section 5(c)(iii)
 Exchange Act
 Existing Confidentiality Agreement Section 2(a)
 Exiting Product
 Extension Funding Section 2
 External Directors Section 4(b)(iv)
 FDA
 FDA Sponsor Section 5.1
 Final Termination Date Section 1(c)(iii)
 Financial Audits Section 6.7
 Financing
 
 [ * ]  =
    
    Certain confidential information contained in this document, marked by brackets,
has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule
24b-2 of the Securities Exchange Act of 1934, as amended. 8.




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##### 



Fiscal Year
 Form S-3
 FTE
 Funds Termination Date Section 1(c)(iii)
 Funds Termination Notice Section 1(c)(iii)
 GAAP
 Governmental Approvals
 Governmental Authority
 Governmental Order
 Hedge Agreement
 Holdings
 Holdings Claims Section 5.01
 Holdings LLC Agreement
 HSR Filings
 
 [ * ]  =
    
    Certain confidential information contained in this document, marked by brackets,
has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule
24b-2 of the Securities Exchange Act of 1934, as amended. 9.




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##### 



IND
 Indemnification Agreement
 Indemnified Party
 Indemnified Proceeding
 Indemnifying Party
 IND-Enabling GLP Inhalation Toxicology Studies
 Initial Development Budget Annex C
 Initial Development Plan Annex C
 Initial Holdings LLC Agreement
 Initial Investors LLC Agreement
 Initial LLC Member Section 1.01
 Interest Certificate Section 1.01
 Investment Company Act
 Investment Overview
 Investment Policy Section 1(a)(vi)
 
 [ * ]  =
    
    Certain confidential information contained in this document, marked by brackets,
has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule
24b-2 of the Securities Exchange Act of 1934, as amended. 10.




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##### 



Investors
 Investors LLC Agreement
 IRS
 Key Personnel Schedule 6.5
 Know-How
 Knowledge
 Law
 License
 Licensed Intellectual Property
 Licensed Know-How
   provided however
 Licensed Patent Rights
 
 [ * ]  =
    
    Certain confidential information contained in this document, marked by brackets,
has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule
24b-2 of the Securities Exchange Act of 1934, as amended. 11.




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##### 



Annex D
  Annex D
   Licensor
 Lien Section 1.01
 Liquidating Event Section 8.01
 LLC Agreements
 Loss
 Loxapine
 Management Fee Section 6(a)
 Management Services Section 1(a)
 
 [ * ]  =
    
    Certain confidential information contained in this document, marked by brackets,
has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule
24b-2 of the Securities Exchange Act of 1934, as amended. 12.




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##### 



Manager
 Manager Event Section 3.01(g)
 Manufacturing Subcontracting Agreement
 Material Adverse Effect
 Material Subsidiary
 Medical Discontinuation Event
 Membership Interest
 NASDAQ
 NDA
 Non-Alexza Capital Transaction
 Novated and Restated Technology License Agreement
 
 [ * ]  =
    
    Certain confidential information contained in this document, marked by brackets,
has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule
24b-2 of the Securities Exchange Act of 1934, as amended. 13.




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##### 



Operative Documents
 Organizational Documents
 Partial Stock Payment Section 3(a)(iii)
 Party(ies) Party
 Payment Terms Section 8.2
 Percentage Section 1.01
 Permitted Investments Section 1.01
 Permitted Lien Section 1.01
 Person
 Personnel
 Prime Rate Prime Rate
 Products
 Profit Section 1.01
 Programs
 
 [ * ]  =
    
    Certain confidential information contained in this document, marked by brackets,
has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule
24b-2 of the Securities Exchange Act of 1934, as amended. 14.




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##### 



Program-Specific Claim
 Program-Specific Patents
 Protocol Section 6
 Public Companies Section 5(e)
 Purchase Option Section 1(a)
 Purchase Option Agreement
 Purchase Option Closing Section 2(a)
 Purchase Option Closing Date Section 2(a)
 Purchase Option Commencement Date Section
1(c)(iii)
 Purchase Option Exercise Date Section 2(a)
 Purchase Option Exercise Notice Section 2(a)
 Purchase Option Offset Amount
 Purchase Option Period Section 1(c)(iii)
 Purchase Price Section 2(b)
 
 [ * ]  =
    
    Certain confidential information contained in this document, marked by brackets,
has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule
24b-2 of the Securities Exchange Act of 1934, as amended. 15.




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##### 



QA Audits Section 6.6
 Quarterly Price Section 2(b)(i)
 Registration Rights Agreement
 Registration Statement Section 1(b)
 Regulatory Allocation Section 3.06
 Regulatory Authority
 Regulatory Files
 Representative
 Research Cost Sharing and Extension Agreement
 Research and Development Agreement
 RRD
 RRD Indemnified Party Section 10(a)
 RRD Loss Section 10(a)
 RRD Personnel Section 1(a)(ii)
 RRD Services Agreement
 
 [ * ]  =
    
    Certain confidential information contained in this document, marked by brackets,
has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule
24b-2 of the Securities Exchange Act of 1934, as amended. 16.




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##### 



Schedule K-1 Section 9.02(a)
 Scheduled Meeting
 Scientific Discontinuation Event Section 4.2(c)
 SCP
 SEC
 Securities Act
 Selling Stockholder Questionnaire Section 4(a)
 Shareholder
 Solvent Section 1.01
 SSP
 Staccato Technology
 Stock Payment Date Section 2
 Stock Purchase Price Section 2
 Subcontracting Agreement
 Sublicense Obligations Section 3.2
 Sublicensed Intellectual Property Section 3.2
 Subscription Agreement
 
 [ * ]  =
    
    Certain confidential information contained in this document, marked by brackets,
has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule
24b-2 of the Securities Exchange Act of 1934, as amended. 17.




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##### 



Subsidiary
 Surviving Entity
 Symphony Allegro
 Symphony Allegro Auditors Section 5(b)
 Symphony Allegro Board
 Symphony Allegro By-laws
 Symphony Allegro Charter
 Symphony Allegro Director Event Section
3.01(h)(i)
 Symphony Allegro Enhancements Section 12
 Symphony Allegro Equity Securities
 Symphony Allegro Loss Section 10(b)
 Symphony Allegro Shares Section 2.02
 Symphony Capital
 Symphony Fund(s)
 
 [ * ]  =
    
    Certain confidential information contained in this document, marked by brackets,
has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule
24b-2 of the Securities Exchange Act of 1934, as amended. 18.




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##### 



Tangible Materials
 Tax Amount Section 4.02
 Technology License Agreement
 Term Section 4(b)(iii)
 Territory
 Third Party IP Section 2.9
 Third Party Licensor
 Transaction Event Section 6.05
 Transfer
 Transferee
 Voluntary Bankruptcy Section 1.01
 Warrant Closing Section 2.03
 Warrant Date Section 2.02
 Warrant Purchase Agreement
 Warrant Shares Section 2.01
 
 [ * ]  =
    
    Certain confidential information contained in this document, marked by brackets,
has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule
24b-2 of the Securities Exchange Act of 1934, as amended. 19.




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##### 



Warrant Surrender Price Section 7.08
 Warrants Section 2.01
 
 [ * ]  =
    
    Certain confidential information contained in this document, marked by brackets,
has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule
24b-2 of the Securities Exchange Act of 1934, as amended. 20.




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##### 



ANNEX B
 SYMPHONY ALLEGRO, INC.
 DEVELOPMENT COMMITTEE CHARTER
 Purpose
  Composition
 1.
 2.
 3.
 4.
 
 [ * ]  =
    
    Certain confidential information contained in this document, marked by brackets,
has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule
24b-2 of the Securities Exchange Act of 1934, as amended. Annex B-1




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5.
 Operations
 6. [ * ]
 7. [ * ] [ * ]
 8.
 
 [ * ]  =
    
    Certain confidential information contained in this document, marked by brackets,
has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule
24b-2 of the Securities Exchange Act of 1934, as amended. Annex B-2




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9.
 10.
 11. [ * ] [
* ]
 Authority and Duties
 12.
 
 [ * ]  =
    
    Certain confidential information contained in this document, marked by brackets,
has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule
24b-2 of the Securities Exchange Act of 1934, as amended. Annex B-3




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13.
 14.
  
 [ * ]  =
    
    Certain confidential information contained in this document, marked by brackets,
has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule
24b-2 of the Securities Exchange Act of 1934, as amended. Annex B-4




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ANNEX C
 INITIAL DEVELOPMENT PLAN AND INITIAL DEVELOPMENT BUDGET
 {See attached.}
  
 [ * ]  =
    
    Certain confidential information contained in this document, marked by brackets,
has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule
24b-2 of the Securities Exchange Act of 1934, as amended. Annex C-1




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




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ANNEX E
 PAYMENT TERMS
 1.
 (a)
 (b) [ * ]
 (c) [ * ]
 (d)
 (i) [ *
]
 (ii)
 2. A [ * ]
 
 [ * ]  =
    
    Certain confidential information contained in this document, marked by brackets,
has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule
24b-2 of the Securities Exchange Act of 1934, as amended. Annex E-1




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3.
 4.
 
 5.
 If mailed:
    
    Alexza Pharmaceuticals, Inc.1020 East Meadow CirclePalo Alto, CA 94303Attn: Accounts Receivable
 If wired:
    
    Name of bank:
    
    [ * ]Bank number:
    
    [ * ]Routing number:
    
    [ * ]Alexza account number:
    
    [ * ]Bank address:
    
    [ * ][ * ][ * ][ * ]
 
 [ * ]  =
    
    Certain confidential information contained in this document, marked by brackets,
has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule
24b-2 of the Securities Exchange Act of 1934, as amended. Annex E-2




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SCHEDULE 6.2
 SUBCONTRACTING AGREEMENTS
 1.
  
 [ * ]  =
    
    Certain confidential information contained in this document, marked by brackets,
has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule
24b-2 of the Securities Exchange Act of 1934, as amended.




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SCHEDULE 6.5
 ALEXZA KEY PERSONNEL
 [ * ]
 
 [ * ]  =
    
    Certain confidential information contained in this document, marked by brackets,
has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule
24b-2 of the Securities Exchange Act of 1934, as amended.




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SCHEDULE 12.1(f)
 MATERIAL DISCLOSED CONTRACTS
  
 [ * ]  =
    
    Certain confidential information contained in this document, marked by brackets,
has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule
24b-2 of the Securities Exchange Act of 1934, as amended.