Amendment No. 1 to Common Stock Purchase Agreement



 Exhibit 10.37 
 AMENDMENT NO. 1 TO 
 COMMON STOCK PURCHASE AGREEMENT 

This AMENDMENT NO. 1 (the “First Amendment”) to that certain Common Stock Purchase Agreement, dated
November 11, 2009 (the “Agreement ”), by and between MAP Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and Azimuth Opportunity Ltd., an international business company
incorporated under the laws of the British Virgin Islands (the “Investor”), is entered into as of 29 November, 2011 (the “First Amendment”). Capitalized terms not otherwise defined herein shall have
the meaning set forth in the Agreement. 
 RECITALS 

WHEREAS, Section 7.1 of the Agreement provides in part that, unless earlier terminated, the Agreement shall terminate
automatically on the earliest of (i) the first day of the month next following the 24-month anniversary of the Effective Date (the “Investment Period”), (ii) the date that the aggregate dollar amount of Shares registered under
the Registration Statement have been issued and sold and (iii) the date the Investor shall have purchased the Total Commitment of shares of Common Stock (subject in all cases to the Trading Market Limit); 

WHEREAS, the Agreement remains in full force and effect; 
 WHEREAS, Section 9.3 of the Agreement provides that the Agreement may be amended by a written instrument signed by the Company and the Investor; and 

WHEREAS, the Company and the Investor now desire to amend the Agreement as set forth herein. 

AGREEMENT 

NOW, THEREFORE, in consideration of the mutual promises, representations, warranties, covenants and conditions set forth in
the Agreement and this First Amendment, the receipt and sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows: 
 1. Amendment of Section 7.1. Effective as of the First Amendment Date, Section 7.1 of the Agreement shall be amended to replace the first sentence thereof with the
following: 
 “Unless earlier terminated as provided hereunder, this Agreement shall terminate automatically
on the earliest of (i) the first day of the month next following the 48-month anniversary of the Effective Date (the “Investment Period”), (ii) the date that the aggregate dollar amount of Shares registered under the Registration
Statement have been issued and sold and (iii) the date the Investor shall have purchased the Total Commitment of shares of Common Stock (subject in all cases to the Trading Market Limit).” 

2. Continuing Effect of Agreement. Except as expressly set forth in this First Amendment, all other provisions of
the Agreement remain in full force and effect. 
 3. Governing Law. This First Amendment shall be
governed by and construed in accordance with the internal procedure and substantive laws of the State of New York, without giving effect to the choice of law provisions of such state. 

4. Counterparts. This First Amendment may be executed in counterparts, all of which taken together shall
constitute one and the same original and binding instrument and shall become effective when all counterparts have been signed by each party and delivered to the other parties hereto, it being understood that all parties hereto need not sign the same
counterpart. 
 IN WITNESS WHEREOF, the parties hereto have caused this AMENDMENT NO. 1 TO THE AGREEMENT to
be executed and delivered as of the First Amendment Date. 
  

			
	Company: MAP Pharmaceuticals, Inc.	  	Investor: AZIMUTH OPPORTUNITY LTD
		
	 /s/ Timothy S. Nelson
	  	 /s/ Deirdre M. McCoy

	By: Timothy S. Nelson	  	By: Deirdre M. McCoy
	 Title: President and Chief Executive Officer
	  	 Title: Corporate Secretary