Acknowledgement Agreement



 Exhibit 10.111 
 CERTAIN MATERIAL (INDICATED BY AN ASTERISK) HAS BEEN OMITTED FROM THIS DOCUMENT PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION. 
 February 22, 2008 
 Steve Warren 
 Vice Provost for Research and Graduate Studies 

and President of the KU Center for Research, Inc. 

The University of Kansas 
 2385 Irving Hill Road

 Lawrence, Kansas 66045 
 Re:
Acknowledgement 
 Dear Steve: 
 In the course of reviewing our files, it has come to our attention that certain aspects of the agreements and assignments between CyDex Pharmaceuticals, Inc., formerly CyDex, Inc.
(“CyDex”) and CyDex L.C., and The University of Kansas (“KU”) (collectively, the “Agreements”) may be unclear or ambiguous. By signing below, each of KU and CyDex confirm the
following: 
 1. The Option Agreement between KU and Pfizer Inc. (“Pfizer”), effective December 3,
1993, was assigned under the Option Agreement Assignment, made November 5, 1993 and executed November 8, 1993 by KU, despite the incorrect reference to the date of the Option Agreement in the Option Agreement Assignment. 

2. The License Agreement between KU and CyDex L.C., effective September 3, 1993 (as amended in the Letter Amendment to License
Agreement, effective February 25, 1998, and the Second Amendment to License Agreement, effective August 4, 2004), granted to CyDex L.C. all of the rights necessary for CyDex L.C. to (i) enter into the Exclusive and ‘Nonexclusive
License Agreements with Pfizer, both effective June 4, 1996 (collectively the “Pfizer Licenses”) and (ii) assume all of the rights and obligations of KU under such Pfizer Licenses. 

3. The Agreements and all rights thereunder that may have been previously held by CyDex L.C. have been properly transferred and/or
assigned by CyDex L.C. to CyDex, Inc. 
 4. The [***] shares of Series A-1 Preferred Stock of CyDex (the
“Shares”) issued to the University of Kansas Center for Research, Inc. (the “Center for Research”) under that Stock Purchase Agreement dated as of August 4, 2004 and currently having a liquidation
preference of [***] per share under CyDex’s Amended and Restated Certificate of Incorporation, constitute all shares of Series A-1 Preferred Stock required to be issued by CyDex under Section 1 of that Second Amendment to License Agreement

  
  

	***	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted
portions. 

 CyDex Logo 







 
between CyDex and KU (the “Second Amendment”) and that the issuance of such Shares to the Center for Research fulfills in all respects CyDex’s obligation to issue
shares under the Second Amendment and that CyDex has fully paid for the rights granted to CyDex thereunder. 
 Please sign the
enclosed copy of this letter and return it to my attention by fax to (913) 685-8856, with the original to follow by mail at your earliest convenience. 
 We are grateful for your kind assistance and appreciate your prompt attention to this matter. If you have any questions, please do not hesitate to call me at (913) 402-3550. 

 

	
	Sincerely,
	
	/s/ John M. Siebert
	
	John M. Siebert, Chief Executive Officer
	CyDex Pharmaceuticals, Inc.


  

			
	Acknowledged and Agreed:
	
	The University of Kansas
		
	By:	 	 /s/ Steve Warren



			
		
	Name:	 	Steve Warren
	
	Title: Vice Provost for Research and Graduate Studies and President of the KU Center for Research,
Inc.


			
		
	Date:	 	 3-3-08