exv4w2



 







Exhibit 4.2




ALEXZA MOLECULAR DELIVERY CORPORATION




SECOND AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT




          This Second Amended And Restated Investors’ Rights Agreement (the “Agreement”) is
made and entered into as of November 5, 2004 by and among Alexza Molecular Delivery
Corporation, a Delaware corporation (the “Company”), the parties listed on the Schedule
attached to this Agreement as Exhibit A and incorporated herein by reference (the “Schedule of
Holders”) as investors (the “Investors”), and the parties listed on the Schedule of Holders as
holders of Common Stock of the Company and, as provided in Section 7.14 hereof, supersedes in its
entirety that certain Amended and Restated Investors’ Rights Agreement dated as of September 17,
2002 by and among the Company and the other parties thereto (the “Prior Agreement”).



     The parties hereby agree as follows, for good and valuable consideration received:




	1.	 	     Interpretation






	 	1.1	 	     Definitions.





          (a)      “register,” “registered,” and “registration” refer to a registration effected by preparing
and filing a registration statement in compliance with the Securities Act of 1933, as amended (the
“1933 Act”), and the declaration or ordering of effectiveness of such registration statement.




          (b)      “Registrable Securities” means: (i) all the shares of Common Stock of the Company issued
or issuable upon the conversion of any shares of Series A, Series A-1, Series B, Series C or Series
D Preferred Stock of the Company (“Series A Preferred,” “Series A-1 Preferred,” “Series B
Preferred,” “Series C Preferred” and “Series D Preferred,” respectively) that are now owned or may
hereafter be acquired by any Investor or any Investor’s permitted successors and assigns, (ii) all
shares of Common Stock held by Minimum Common Holders (as defined below), (iii) solely for purposes
of Sections 3.1, 3.1 and 3.5 through 3.12, shares of Common Stock issuable upon exercise of the
warrant issued to Montgomery & Co., LLC (the “Montgomery Warrant”), and (iv) all shares of Common
Stock of the Company issued as (or issuable upon the conversion or exercise of any warrant, right
or other security which is issued as) a dividend or other distribution with respect to, or in
exchange for or in replacement of, all such shares of Common Stock described in clauses (i), (ii)
and (iii) of this Section 1.1(b), and; excluding in all cases, however, any Registrable Securities
sold by a person in a transaction in which rights under Section 3 are not assigned in accordance
with this Agreement or any Registrable Securities sold to the public or sold pursuant to Rule 144
promulgated under the 1933 Act.




          (c)      “Registrable Securities then outstanding” means the number of shares of Common Stock which
are Registrable Securities and (i) are then issued and outstanding or




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(ii) are then issuable pursuant to the exercise or conversion of then outstanding and then
exercisable options, warrants or convertible securities.




          (d)      “Holder” means any person owning of record Registrable Securities that have not been sold
to the public or pursuant to Rule 144 promulgated under the 1933 Act or any assignee of record of
such Registrable Securities to whom rights under Section 3 have been duly assigned in accordance
with this Agreement; provided, however, that for purposes of this Agreement, a record holder of
shares of Series A, Series A-l, Series B, Series C or Series D Preferred convertible into such
Registrable Securities will be deemed to be the Holder of such Registrable Securities, and
provided, further, that the Company will in no event be obligated to register shares of Series A,
Series A-l, Series B, Series C or Series D Preferred, and that Holders of Registrable Securities
will not be required to convert their shares of Series A, Series A-1, Series B, Series C or Series
D Preferred into Common Stock in order to exercise the registration rights granted hereunder, until
immediately before the closing of the offering to which the registration relates.




          (e)      “Minimum Common Holder” means a holder of at least 250,000 shares of Common Stock (as
adjusted for stock dividends, combinations, stock splits and the like) who is a party to this
Agreement.




          (f)      “Form S-3” means such registration form under the 1933 Act as is in effect on the date
hereof or any successor registration form under the 1933 Act subsequently adopted by the SEC which
permits inclusion or incorporation of substantial information by reference to other documents filed
by the Company with the SEC.




          (g)      “SEC” means the U.S. Securities and Exchange Commission.




          (h)      “Conversion Stock” means Common Stock issued or issuable upon the conversion of Series A,
Series A-1, Series B, Series C or Series D Preferred Stock.




          (i)      “IPO” means the consummation of the sale of securities pursuant to a registration
statement filed by the Company under the 1933 Act in connection with the initial firm commitment
underwritten offering of its securities to the general public.





	2.	 	     Information Rights





     2.1      Financial Information. The Company will deliver to each Holder who so requests in writing
and at the time of such request holds at least 500,000 shares of Series A, Series A-1, Series B,
Series C or Series D Preferred Stock, Common Stock or Conversion Stock arising from the conversion
of Series A, Series A-1, Series B, Series C or Series D Preferred Stock (as adjusted for stock
dividends, combinations, stock splits and the like) the following:



          (a)      Annual Reports. The Company will furnish to the Holder, as soon as practicable and in any
event within one hundred twenty (120) days after the end of each fiscal year of the Company, a
consolidated Balance Sheet as of the end of such fiscal year, a consolidated Statement of Income
and a consolidated Statement of Cash Flows of the Company and its subsidiaries for such year,
setting forth in each case in comparative form the figures from the Company’s previous fiscal year,
all prepared in accordance with generally accepted




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accounting principles and practices and audited by nationally recognized independent certified
public accountants;




          (b)      Quarterly Reports. The Company will furnish to the Holder, as soon as practicable and in
any case within sixty (60) days after the end of each fiscal quarter of the Company (except the
last quarter of the Company’s fiscal year), quarterly unaudited financial statements, including an
unaudited Balance Sheet, and an unaudited Statement of Income and an unaudited Statement of Cash
Flows;




          (c)      Annual Budget. The Company will furnish to the Holder, as soon as practicable and in any
event no later than thirty (30) days after the close of each fiscal year of the Company an annual
operating plan and budget, prepared on a monthly basis, for the next immediate fiscal year. The
Company will also promptly furnish to such Holder amendments to the annual budget, if any.




     2.2      Information Meetings. The Company will hold, not less than twice in each calendar year, a
meeting (the “Information Meeting”) at which all holders of Series A, Series A-1, Series B, Series
C and Series D Preferred Stock may meet, as a group, with the Company’s Board of Directors (the
“Board”), as a group, to discuss the status of the Company and other appropriate matters of mutual
interest concerning the Company. Information meetings will not take place during meetings of the
Board. At least one of the Information Meetings may be held, at the Company’s election, in
conjunction with the Company’s Annual Meeting of Stockholders. The Company will send written
notice of each Information Meeting to all holders of Series A, Series A-1, Series B, Series C and
Series D Preferred Stock at least 30 days in advance of the date fixed for such meeting.



     2.3      Confidentiality. Each Holder will hold all information received pursuant to Sections 2.1
and 2.2 in confidence, and will not use or disclose any of such information to any third party,
except (i) to the extent such information is made publicly available through no action of the
Investors, and (ii) to the extent any investor which is a partnership or other venture capital fund
desires, according to its policies as in effect from time to time, to disclose summary or financial
information about the Company to investors in and other partners of such Investor as part of such
Investor’s regular communication process with its investors and partners, provided that prior to
any such disclosure the Investor will furnish the Company with a copy of information relating to
the Company, which the Investor proposes to so distribute to its investors and partners, and the
Investor and the Company, discussing in good faith and with commercial reasonableness, will agree
on the final content of any such disclosure as to the Company to be made by the Investor.
Financial information of the Company will be subject to the confidentiality obligations of this
Section 2.3, but need not be furnished to the Company or discussed with the Company prior to
permitted disclosure.



     2.4      Termination of Certain Rights. The Company’s obligations under Sections 2.1 and 2.2
hereof will terminate upon the closing of the IPO or an Asset Transfer or Acquisition (each as
defined in Section 4.7).



     2.5      Rule 144A Information. The Company will provide each Holder without regard to the number
of shares of the Company’s stock held by the Holder, upon request, with such



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written information as may be required in order to permit such Investor to resell any
shares of the Company’s stock pursuant to Rule 144A promulgated under the 1933 Act.




	3.	 	     Registration Rights; Restrictions on Transfer





     3.1      Limitations on Disposition. Each Holder agrees not to make any disposition of all or any
portion of the Registrable Securities unless and until: (a) there is then in effect a registration
statement under the 1933 Act covering such proposed disposition and such disposition is made in
accordance with such registration statement; or (b) (i) such Holder has notified the Company of the
proposed disposition and will have furnished the Company with a statement of the circumstances
surrounding the proposed disposition, and (ii) the Holder will, have furnished the Company, at the
expense of such Holder or such Holder’s transferee, with an opinion of counsel, reasonably
satisfactory to the Company, that such disposition will not require registration of such securities
under the 1933 Act. Notwithstanding the provisions of Sections 3.1(a) and (b) hereof, no such
registration statement or opinion of counsel will be required: (i) for any transfer of any
Registrable Securities in compliance with SEC Rule 144 or Rule 144A; (ii) for the transfer by gift,
will or intestate succession by the Investor to his or her spouse or lineal descendants or
ancestors or any trust for any of the foregoing; or (iii) for the transfer to an affiliate,
partnership, partner, retired partner, member, retired member, the estate of any partner or member
or his or her spouse or lineal descendants or any trust for the benefit of the foregoing of any
Holder; (iv) in the case of Zesiger Capital Group (“ZCG”), for the transfer to any principal,
employee or investment advisory client of ZCG and (v) in the case of an MDS Entity (as defined
below), for the transfer to any transferee which is an MDS Entity; provided that in each of the
foregoing cases the transferee agrees in writing to be subject to the terms of this Agreement to
the same extent as if the transferee were an original Holder hereunder, and provided that Holder
hereby covenants not to effect such transfer if such transfer either would invalidate either the
securities laws exemptions pursuant to which the Registrable Securities were originally offered and
sold or would itself require registration and/or qualification under the Securities Act or
applicable state securities laws. “MDS Entity” means any corporation, trust, partnership, limited
liability corporation or partnership or other form of business entity or legal person which is an
investment fund to which MDS Capital Corp. or any of its affiliates provides investment management
and/or advisory services (and also means MDS Capital Corp. and its affiliates) and “MDS Entities”
means all of them.


     3.2      Demand
Registration.





          (a)      Request by Holders. If the Company receives at any time after the earlier of: (i) six (6)
months after the effective date of the IPO; or (ii) November 5, 2009, a written request from the
Holders of Conversion Stock holding at least thirty percent (30%) of the Registrable Securities
held by all Holders of Conversion Stock (the “Initiating Holders”) that the Company file a
registration statement under the 1933 Act covering the registration of Registrable Securities
pursuant to this Section 3.2, then the Company will, within ten (10) business days after the
receipt of such written request, give written notice of such request (the “Request Notice”) to all
Holders of Conversion Stock, and effect, as soon as practicable, and, in connection with a
registration that is not an IPO, within ninety (90) days after receipt of such request, the
registration under the 1933 Act of all Registrable Securities which the Holders request to be
registered and included in such registration, by written notice given by such




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Holders to the Company within twenty (20) days after receipt of the Request Notice, subject
only to the limitations of this Section 3.2; provided that the Registrable Securities requested by
all Holders of Conversion Stock to be registered pursuant to such request must be at least thirty
percent (30%) of all Registrable Securities then outstanding having an aggregate offering price of
at least $5,000,000.00.




          (b)      Underwriting. If the Initiating Holders intend to distribute the Registrable Securities
covered by their request by means of an underwriting, then they will so advise the Company as a
part of their request made pursuant to this Section 3.2 and the Company will include such
information in the Request Notice. In such event, the right of any Holder to include such Holder’s
Registrable Securities in such registration will be conditioned upon such Holder’s participation in
such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting
(unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such
Holder) to the extent provided herein. All Holders proposing to distribute their securities
through such underwriting will enter into an underwriting agreement in customary form with the
managing underwriter or underwriters selected for such underwriting by the Company and acceptable
to a majority in interest of the Initiating Holders. Notwithstanding any other provision of this
Section 3.2, if the underwriter(s) advise(s) the Company in writing that marketing factors require
a limitation of the number of securities to be underwritten then the Company will so advise all
Holders of Registrable Securities which would otherwise be registered and underwritten pursuant
hereto, and the number of Registrable Securities that may be included in the underwriting will be
reduced as required by the underwriter(s) and allocated among the Holders of Registrable Securities
on a pro rata basis according to the number of Registrable Securities then outstanding held by each
Holder requesting registration (including the Initiating Holders); provided, however, that the
number of shares of Registrable Securities to be included in the demand registration will not be
reduced unless (i) all other securities of the Company are first entirely excluded from the
underwriting and registration, and (ii) all Registrable Securities included in the demand
registration pursuant to Section 3.3 hereof are first entirely excluded from the underwriting and
registration. Any Registrable Securities excluded and withdrawn from such underwriting will be
withdrawn from the registration.




          (c)      Maximum Number of Demand Registrations. The Company is obligated to effect only two (2)
such registrations pursuant to this Section 3.2, subject to the provisions of Section 3.2(d) hereof
with respect to demand registrations that are withdrawn by the Holders, as described therein.




          (d)      Expenses. Subject to the limitations set forth in Section 3.2(d), all expenses incurred
in connection with the registrations pursuant to this Section 3.2, including without limitation all
registration and qualification fees, printers’ and accounting fees, fees and disbursements of
counsel for the Company, and the reasonable fees and disbursements of one counsel for the selling
Holders (but excluding underwriters’ discounts and commissions), will be borne by the Company.
Each Holder participating in such registrations pursuant to this Section 3.2 will bear such
Holder’s proportionate share based on the total number of shares sold in such registration by all
Holders selling shares in such registration, of all discounts, commissions or other amounts payable
to underwriters or brokers in connection with such offering. Notwithstanding the foregoing, the
Company will not be required to pay for any expenses of any registration proceeding begun pursuant
to this Section 3.2 if the registration




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request is subsequently withdrawn at the request of the Holders of a majority of the
Registrable Securities to be registered, and the Holders who had requested to sell shares in such
withdrawn registration will pay and reimburse the Company for all of the Company’s costs and
expenses, including without limitation its fees and costs of its counsel, related to such withdrawn
registration unless the Holders agree to forfeit their right to one demand registration pursuant to
Section 3.2; provided, further, however, that if at the time of such withdrawal, the Holders have
learned of a material adverse change in the condition (financial or otherwise) or business of the
Company not known to the Holders at the time of their request for such registration and have
withdrawn their request for registration with reasonable promptness after learning of such material
adverse change, then the Holders will not be required to pay any of such expenses and will retain
their full rights pursuant to this Section 3.2.




     3.3      Piggyback Registrations. The Company will notify all Holders of Registrable Securities in
writing at least thirty (30) days prior to filing any registration statement under the 1933 Act for
purposes of effecting a public offering of securities of the Company (including, but not limited
to, registration statements relating to secondary offerings of securities of the Company, but
excluding any registration under Section 3.4 of this Agreement or pursuant to any employee benefit
plan or a corporate reorganization) and will afford each such Holder an opportunity to include in
such registration statement all or any part of the Registrable Securities then held by such Holder.
Each Holder desiring to include in any such registration statement all or any part of the
Registrable Securities held by such Holder will, within twenty (20) days after receipt of the
above-described notice from the Company, so notify the Company in writing, and in such notice will
inform the Company of the number of Registrable Securities such Holder wishes to include in such
registration statement. If a Holder decides not to include all of its Registrable Securities in
any registration statement thereafter filed by the Company, such Holder will nevertheless continue
to have the right to include any Registrable Securities in any subsequent registration statement or
registration statements as may be filed by the Company with respect to offerings of its securities,
all upon the terms and conditions set forth herein.



          (a)      Underwriting. If a registration statement under which the Company gives notice under this
Section 3.3 is for an underwritten offering, then the Company will so advise the Holders of
Registrable Securities. In such event, the right of any such Holder’s Registrable Securities to be
included in a registration pursuant to this Section 3.3 will be conditioned upon such Holder’s
participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the
underwriting to the extent provided herein. All Holders proposing to distribute their Registrable
Securities through such underwriting will enter into an underwriting agreement in customary form
with the managing underwriter or underwriter(s) selected for such underwriting. Notwithstanding
any other provision of this Agreement, if the managing underwriter determine(s) in good faith that
marketing factors require a limitation of the number of shares to be underwritten, then the
managing underwriter(s) may exclude shares (including Registrable Securities) from the registration
and the underwriting, and the number of shares that may be included in the registration and the
underwriting will be allocated first to the Company, and second to each of the Holders requesting
inclusion of their Registrable Securities in such registration statement on a pro rata basis based
on the total number of Registrable Securities then held by each such Holder; provided, however,
that the right of the underwriters to exclude shares (including Registrable Securities) from the
registration and underwriting as described above will be restricted so that: (i) the number of
Registrable Securities included in




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any such registration is not reduced below thirty-three and one-third percent (33.33%) of the
shares included in the registration, except for a registration relating to the IPO, from which all
Registrable Securities may be excluded (provided that no stockholders of the Company other than
those exercising rights under Section 3.2, if any, are included in the IPO); (ii) all shares that
are not Registrable Securities and are held by persons who are officers or directors of the Company
(or any subsidiary of the Company) will first be excluded from such registration and underwriting
before any Registrable Securities are so excluded; and (iii) Registrable Securities held by Minimum
Common Holders will be excluded from registration and underwriting before any other Registrable
Securities. If any Holder disapproves of the terms of any such underwriting, such Holder may elect
to withdraw therefrom by written notice to the Company and the underwriter, delivered at least ten
(10) business days prior to the effective date of the registration statement. Any Registrable
Securities excluded or withdrawn from such underwriting, whether by a Holder or by the
underwriter(s), will be excluded and withdrawn from the registration. For (i) any Holder which is
a partnership or corporation, an affiliate, partner (including, without limitation, a limited
partner) or member of such Holder, or an entity controlling, controlled by or under common control
with such Holder, (ii) in the case of ZCG, any principal, employee or investment advisory client of
ZCG and (iii) in the case of an MDS Entity, any MDS Entity, the partners, retired partners and
holders of common stock of such Holder, or the estates and family members of any such partners and
retired partners and any trusts for the benefit of any of the foregoing persons will be deemed to
be a single “Holder,” and any pro rata reduction with respect to such “Holder” will be based upon
the aggregate amount of shares carrying registration rights owned by all entities and individuals
included in such “Holder,” as defined in this sentence.




                 (b)      Expenses. All expenses incurred in connection with a registration pursuant to this
Section 3.3 (excluding underwriters’ and brokers’ discounts and commissions), including, without
limitation all federal and “blue sky” registration and qualification fees, printers’ and accounting
fees, fees and disbursements of counsel for the Company and reasonable fees and disbursements of
one counsel for the selling Holders and Common Holders, will be borne by the Company.




          3.4      Form S-3 Registration. If the Company receives from any Holder or Holders of at least 30%
of all Registrable Securities then outstanding a written request or requests that the Company
effect a registration on Form S-3 and any related qualification or compliance with respect to all
or a part of the Registrable Securities owned by such Holder or Holders, then the Company will:




                 (a)      Notice. Promptly give written notice of the proposed registration and the Holder’s or
Holders’ request therefor, and any related qualification or compliance, to all other Holders of
Registrable Securities; and




                 (b)      Registration. As soon as practicable, effect such registration and all such
qualifications and compliances as may be so requested and as would permit or facilitate the sale
and distribution of all or such portion of such Holder’s or Holders’ Registrable Securities as are
specified in such request, together with all or such portion of the Registrable Securities of any
other Holder or Holders joining in such request as are specified in a written request given within
twenty (20) days after receipt of such written notice from the Company; provided,
however, that
 

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the Company will not be obligated to effect any such registration, qualification
or compliance pursuant to this Section 3.4 if any of the following apply:




               (i)      If Form S-3 is not available for such offering by the Holders;



               (ii)      If the Holders, together with the holders of any other securities of the Company entitled
to inclusion in such registration, propose to sell Registrable Securities and such other securities
(if any) at an aggregate price to the public of less than $1,000,000.00;



               (iii)      If the Company has, within the twelve (12) month period preceding the date of such
request, already effected two registrations on Form S-3 for the Holders pursuant to this Section
3.4; or



               (iv)      In any particular jurisdiction in which the Company would be required to qualify to do
business or to execute a general consent to service of process in effecting such registration,
qualification or compliance.



          (c)      Expenses. Subject to the foregoing, the Company will file a Form S-3 registration
statement covering the Registrable Securities and other securities so requested to be registered
pursuant to this Section 3.4 as soon as practicable after receipt of the request or requests of the
Holders for such registration. The Company will pay all expenses incurred in connection with each
registration requested pursuant to this Section 3.4 (excluding underwriters’ or brokers’ discounts
and commissions), including without limitation all filing, registration and qualification,
printers’ and accounting fees and the reasonable fees and disbursements of one counsel for the
selling Holder or Holders and counsel for the Company.




          (d)      Not Demand Registration. Form S-3 registrations will not be deemed to be demand
registrations as described in Section 3.2 hereof.




     3.5      Obligations of the Company. Whenever required to effect the registration of any
Registrable Securities under this Agreement, the Company will, as expeditiously as reasonably
possible:



          (a)      Registration Statement. Prepare and file with the SEC a registration statement with
respect to such Registrable Securities and use its reasonable best efforts to cause such
registration statement to become effective, and, upon the request of the Holders of a majority of
the Registrable Securities registered thereunder, keep such registration statement effective for up
to one hundred twenty (120) days.




          (b)      Amendments and Supplements. Prepare and file with the SEC such amendments and supplements
to such registration statement and the prospectus used in connection with such registration
statement as may be necessary to comply with the provisions of the 1933 Act with respect to the
disposition of all securities covered by such registration statement.




          (c)      Copies of Prospectus. Furnish to the Holders such number of copies of a prospectus,
including a preliminary prospectus, in conformity with the requirements
of the 1933




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Act, and such other documents as they may reasonably request in order to
facilitate the disposition of the Registrable Securities owned by them that are included in such
registration.




          (d)      Other Securities Laws. Use its reasonable best efforts to register and qualify the
securities covered by such registration statement under such other securities or Blue Sky laws of
such jurisdictions as will be reasonably requested by the Holders; provided, however, that the
Company will not be required in connection therewith or as a condition thereto to qualify to do
business or to file a general consent to service of process in any such states or jurisdictions in
which it is not qualified to do business or is not subject to service.




          (e)      Underwriting Agreement. In the event of any underwritten public offering, enter into and
perform its obligations under an underwriting agreement, in usual and customary form, with the
managing underwriter(s) of such offering. Each Holder participating in such underwriting will also
enter into and perform its obligations under such an agreement.




          (f)      Update of Prospectus. Notify each Holder of Registrable Securities covered by such
registration statement at any time when a prospectus relating thereto is required to be delivered
under the 1933 Act of the happening of any event as a result of which the prospectus included in
such registration statement, as then in effect, includes an untrue statement of a material fact or
omits to state a material fact required to be stated therein or necessary to make the statements
therein not misleading in the light of the circumstances then existing.




          (g)      Opinion; Comfort Letter. Furnish, at the request of any Holder requesting registration of
Registrable Securities, on the date that such Registrable Securities are delivered to the
underwriters for sale, if such securities are being sold through underwriters, or, if such
securities are not being sold through underwriters, on the date that the registration statement
with respect to such securities becomes effective, (i) an opinion, dated as of such date, of the
counsel representing the Company for the purposes of such registration, in form and substance as is
customarily given to underwriters in an underwritten public offering and reasonably satisfactory to
a majority in interest of the Holders requesting registration, addressed to the underwriters, if
any and (ii) a “comfort” letter dated as of such date, from the independent certified public
accountants of the Company, in form and substance as is customarily given by independent certified
public accountants to underwriters in an underwritten public offering and reasonably satisfactory
to a majority in interest of the Holders requesting registration, addressed to the underwriters, if
any.




          (h)      Listing. Caused all such Registrable Securities registered hereunder to be listed on each
securities exchange or nationally recognized quotation system on which similar securities issued by
the Company are then listed.




     3.6      Furnish Information. It will be a condition precedent to the obligations of the Company
to take any action pursuant to Sections 3.2, 3.3 or 3.4 hereof that the selling Holders, where
applicable, furnish to the Company such information regarding themselves, the Registrable
Securities held by them, and the intended method of disposition of such securities as will be
required to timely effect the registration of their Registrable Securities.



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     3.7      Delay of Registration. No Holder will have any right to obtain or seek an injunction
restraining or otherwise delaying any such registration as the result of any controversy that might
arise with respect to the interpretation or implementation of this Section 3.



     3.8      Right of Deferral. Notwithstanding the foregoing, the Company will not be obligated to
file a registration statement pursuant to this Section 3:



          (a)      if the Company, within ten (10) days after its receipt of the request of the Initiating
Holders, gives notice of its bona fide intention to effect the filing of a registration statement
with the SEC within sixty (60) days of receipt of such request (other than a registration of
securities in a Rule 145 transaction or with respect to an employee benefit plan), provided that
the Company is actively employing all reasonable efforts to cause such registration statement to
become effective;




          (b)      within six (6) months immediately following the effective date of any registration
statement pertaining to the securities of the Company (other than a registration of securities in a
Rule 145 transaction or with respect to an employee benefit plan); or




          (c)      if the Company furnishes to Initiating Holders, a certificate signed by the President or
Chief Executive Officer of the Company stating that in the good faith judgment of the Board, it
would be seriously detrimental to the Company and its holders of Common Stock for such registration
statement to be filed and it is therefore essential to defer the filing of such registration
statement, then the Company will have the right to defer such filing for a period of not more than
ninety (90) days after receipt of the request of the Initiating Holders; provided, however, that
the Company may not utilize this right more than once in any twelve (12) month period.




     3.9      Indemnification. In the event any Registrable Securities are included in a registration
statement under Sections 3.2, 3.3 or 3.4 hereof:



          (a)      By the Company. To the extent permitted by law, the Company will indemnify and hold
harmless each Holder, the partners, members, officers and directors of each Holder, any underwriter
(as defined in the 1933 Act) for such Holder and each person, if any, who controls such Holder or
underwriter within the meaning of the 1933 Act or the Securities Exchange Act of 1934, as amended,
(the “1934 Act”), against any losses, claims, damages, or liabilities (joint or several) to which
they may become subject under the 1933 Act, the 1934 Act or other federal or state law, insofar as
such losses, claims, damages, or liabilities (or actions in respect thereof) arise out of or are
based upon any of the following statements, omissions or violations (collectively a “Violation”):




               (i)      Any untrue statement or alleged untrue statement of a material fact contained in such
registration statement, including any preliminary prospectus or final prospectus contained therein
or any amendments or supplements thereto;



               (ii)      The omission or alleged omission to state therein a material fact required to be stated
therein, or necessary to make the statements therein not misleading, or



10.









 





               (iii)      Any violation or alleged violation by the Company of the 1933 Act, the 1934 Act, any
federal or state securities law or any rule or regulation promulgated under the 1933 Act, the 1934
Act or any federal or state securities law in connection with the offering covered by such
registration statement;


and the Company will reimburse each such Holder, partner, officer or director, underwriter or
controlling person for any legal or other expenses reasonably incurred by them, as incurred, in
connection with investigating or defending any such loss, claim, damage, liability or action;
provided, however, that the indemnity agreement contained in this Section 3.9(a) will not apply to
amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement
is effected without the consent of the Company (which consent will not be unreasonably withheld),
nor will the Company be liable in any such case for any such loss, claim, damage, liability or
action to the extent that it arises out of or is based upon a Violation which occurs in reliance
upon and in conformity with written information furnished expressly for use in connection with such
registration by such Holder, partner, officer, director, underwriter or controlling person of such
Holder.




          (b)      By Selling Holders. To the extent permitted by law, each selling Holder will indemnify
and hold harmless the Company, each of its directors, each of its officers who have signed the
registration statement, each person, if any, who controls the Company within the meaning of the
1933 Act, any underwriter and any other Holder selling securities under such registration statement
or any of such other Holder’s partners, members, directors or officers or any person who controls
such Holder within the meaning of the 1933 Act or the 1934 Act, against any losses, claims, damages
or liabilities (joint or several) to which the Company or any such director, officer, controlling
person, underwriter or other such Holder, partner or director, officer or controlling person of
such other Holder may become subject under the 1933 Act, the 1934 Act or other federal or state
law, insofar as such losses, claims, damages or liabilities (or actions in respect thereto) arise
out of or are based upon any Violation, in each case to the extent (and only to the extent) that
such Violation occurs in reliance upon and in conformity with written information furnished by such
Holder expressly for use in connection with such registration; and each such Holder will reimburse
any legal or other expenses reasonably incurred by the Company or any such director, officer,
controlling person, underwriter or other Holder, partner, member, officer, director or controlling
person of such other Holder in connection with investigating or defending any such loss, claim,
damage, liability or action; provided, however, that the indemnity agreement contained in this
Section 3.9(b) will not apply to amounts paid in settlement of any such loss, claim, damage,
liability or action if such settlement is effected without the consent of the Holder, which consent
will not be unreasonably withheld; and provided further, that the total amounts payable in
indemnity by a Holder under this Section 3.9(b) in respect of any Violation will not exceed the net
proceeds received by such Holder in the registered offering out of which such Violation arises.




          (c)      Notice. Promptly after receipt by an indemnified party under this Section 3.9 of notice
of the commencement of any action (including any governmental action), such indemnified party will,
if a claim in respect thereof is to be made against any indemnifying party under this Section 3.9,
deliver to the indemnifying party a written notice of the commencement thereof and the indemnifying
party will have the right to participate in, and, to
the extent the indemnifying party so desires, jointly with any other indemnifying party
similarly




11.









 







notified, to assume the defense thereof with counsel mutually satisfactory to the
parties; provided, however, that an indemnified party will have the right to retain its own
counsel, with the fees and expenses to be paid by the indemnifying party, if representation of such
indemnified party by the counsel retained by the indemnifying party would be inappropriate due to
actual or potential conflict of interests between such indemnified party and any other party
represented by such counsel in such proceeding. The failure to deliver written notice to the
indemnifying party within a reasonable time of the commencement of any such action, if prejudicial
to its ability to defend such action, will relieve such indemnifying party of any liability to the
indemnified party under this Section 3.9, but the omission so to deliver written notice to the
indemnifying party will not relieve it of any liability that it may have to any indemnified party
otherwise than under this Section 3.9.




          (d)      Defect Eliminated in Final Prospectus. The foregoing indemnity agreements of the Company
and Holders are subject to the condition that, insofar as they relate to any Violation made in a
preliminary prospectus but eliminated or remedied in the amended prospectus on file with the SEC at
the time the registration statement in question becomes effective or the amended prospectus filed
with the SEC pursuant to SEC Rule 424(b) (the “Final Prospectus”), such indemnity agreement will
not inure to the benefit of any person if a copy of the Final Prospectus was furnished to the
indemnified party and was not furnished to the person asserting the loss, liability, claim or
damage at or prior to the time such action is required by the 1933 Act.




          (e)      Contribution. In order to provide for just and equitable contribution to joint liability
under the 1933 Act in any case in which either (i) any Holder exercising rights under this
Agreement, or any controlling person of any such Holder, makes a claim for indemnification pursuant
to this Section 3.9 but it is judicially determined (by the entry of a final judgment or decree by
a court of competent jurisdiction and the expiration of time to appeal or the denial of the last
right of appeal) that such indemnification may not be enforced in such case notwithstanding the
fact that this Section 3.9 provides for indemnification in such case, or (ii) contribution under
the 1933 Act may be required on the part of any such selling Holder or any such controlling person
in circumstances for which indemnification is provided under this Section 3.9; then, and in each
such case, the Company and such Holder will contribute to the aggregate losses, claims, damages or
liabilities to which they may be subject (after contribution from others) in such proportion so
that such Holder is responsible for the portion represented by the percentage that the public
offering price of its Registrable Securities offered by and sold under the registration statement
bears to the public offering price of all securities offered by and sold under such registration
statement, and the Company and other selling Holders are responsible for the remaining portion;
provided, however, that, in any such case, (A) no such Holder will be required to contribute any
amount in excess of the public offering price of all such Registrable Securities offered and sold
by such Holder pursuant to such registration statement; and (B) no person or entity guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the 1933 Act) will be entitled
to contribution from any person or entity who was not guilty of such fraudulent misrepresentation.




          (f)      Survival. The obligations of the Company and Holders under this Section 3.9 will survive
the completion of any offering of Registrable Securities in a registration statement, and
otherwise.




12.









 








     3.10      “Market Stand-Off” Agreement. Each Holder will, to the extent requested by the Company
or by an underwriter of securities of the Company, refrain from selling or otherwise transferring
or disposing of any Registrable Securities or other shares of stock of the Company then owned by
such Holder (other than to donees, or to affiliates or partners of the Holder, who in each case
agree to be similarly bound) for:



          (a)      up to one hundred eighty (180) days following the effective date of the registration
statement of the Company filed under the 1933 Act for the IPO, provided that all officers,
directors and holders of more than one percent (1%) of the outstanding Common Stock of the Company
are similarly bound; or




          (b)      up to ninety (90) days, or such lesser period as the officers and directors of the Company
are similarly bound, following the effective date of any registration statements filed within four
(4) years after the date of the final prospectus relating to the IPO; provided, however, that such
Holder is selling Registrable Securities held by him, her or it in such registration statement, and
provided further that all officers and directors of the Company then holding Common Stock of the
Company, and holders of more than one percent (1%) of the Common Stock of the Company outstanding
immediately prior to the effective date of the IPO, enter into similar agreements. In order to
enforce the foregoing covenant, the Company will have the right to place restrictive legends on the
certificates representing the shares subject to this Section 3 and to impose stop transfer
instructions with respect to the Registrable Securities and such other shares of stock of each
Holder (and the shares or securities of every other person subject to the foregoing restriction)
until the end of such period.




     Each Holder agrees to execute and deliver such other agreements as may be reasonably requested
by the Company or the underwriter that are consistent with the Holder’s obligations under this
Section 3.10 or that are necessary to give further effect thereto.



     3.11      Rule 144 Reporting. With a view to making available the benefits of certain rules and
regulations of the SEC which may at any time permit the sale of the Registrable Securities to the
public without registration, after such time as a public market exists for the Common Stock of the
Company, the Company will:



          (a)      Information. Make and keep public information available, as those terms are understood
and defined in Rule 144 under the 1933 Act, at all times after the effective date of the first
registration under the 1933 Act filed by the Company for an offering of its securities to the
general public;




          (b)      Other Reports and Documents. Use its reasonable best efforts to file with the SEC in a
timely manner all reports and other documents required of the Company under the 1933 Act and the
1934 Act (at any time after it has become subject to such reporting requirements); and




          (c)      Compliance with Rule 144. So long as a Holder owns any Registrable Securities, to furnish
to the Holder forthwith upon request a written statement by the Company as to its compliance with
the reporting requirements of said Rule 144 (at any time after ninety (90) days after the effective
date of the first registration statement filed by the Company for an



13.









 




offering of its securities to
the general public), and of the 1933 Act and the 1934 Act (at any time after it has become subject
to the reporting requirements of the 1934 Act), a copy of the most recent annual or quarterly
report of the Company, and such other reports and documents of the Company as a Holder may
reasonably request in availing itself of any rule or regulation of the SEC allowing a Holder to
sell any such securities without registration (at any time after the Company has become subject to
the reporting requirements of the 1934 Act).




     3.12      Termination of the Company’s Obligations. The Company will have no obligations pursuant
to Sections 3.2 through 3.4 hereof with respect to (i) any request or requests for registration
made by any Holder on a date more than five (5) years after the closing date of the IPO; or (ii)
any Registrable Securities proposed to be sold by a Holder in a registration pursuant to Section
3.2, 3.3 or 3.4 hereof if, in the opinion of counsel to the Company, all such Registrable
Securities proposed to be sold by a Holder may be sold in a three-month period without registration
under the 1933 Act pursuant to Rule 144 under the 1933 Act.



     3.13      Subsequent Registration Rights. Except as provided in Section 7.2 of this Agreement,
from and after the date of this Agreement, the Company will not, without the prior written consent
of the Holders of at least a majority of the Registrable Securities then outstanding enter into any
agreement with any holder or prospective holder of any securities of the Company which would allow
such holder or prospective holder demand registration rights on a parity with or senior to those
granted to Holders hereunder.




	4.	 	     Right Of First Purchase





     4.1      Definition of New Securities. “New Securities” means any Common Stock or Preferred Stock
of the Company, whether now authorized or not, and rights, options or warrants to purchase such
Common Stock or Preferred Stock, and any other securities of any type whatsoever, including without
limitation convertible debt, that are, or may become, convertible or exchangeable into such Common
Stock or Preferred Stock; provided, however, that the term “New Securities” does not include:



          (a)      shares issued upon conversion of the Series A Preferred, Series A-1 Preferred, Series B
Preferred, Series C Preferred or Series D Preferred;




          (b)      shares issued or issuable pursuant to any rights or agreements outstanding as of the date
of this Agreement, options and warrants outstanding as of the date of this Agreement; and stock
issued pursuant to any such rights or agreements granted after the date of this Agreement;
provided, however, that the right of first purchase established by this Section 4 applied with
respect to the initial sale or grant by the Company of such rights or agreements;




          (c)      shares of Common Stock issued upon the exercise of options to the Company’s officers,
directors, employees, consultants, and advisors under employee and consultant stock option and
stock purchase plans of the Company, including the 2001 and 2002
Equity Incentive Plans of the Company, and under other written agreements with employees of or
consultants or advisors to the Company that are approved by the affirmative vote of at least a
majority of the total number of then-authorized directors;





14.









 








          (d)      securities issued in connection with any stock split, stock dividend or recapitalization
by the Company;




          (e)      securities issued in connection with the following transactions involving the Company,
which are primarily for other than equity financing purposes of the Company and, in the case of
securities valued at $500,000.00 or more in the aggregate, which are approved in each case by the
affirmative vote of at least a majority of the total number of then-authorized directors: (i)
strategic alliances, joint ventures, manufacturing, marketing or distribution arrangements or
technology transfer or development arrangements; (ii) agreements with equipment lessors, banks or
other institutions providing borrowing facilities to the Company;




          (f)      securities issued to the public in a public offering pursuant to an effective registration
statement under the 1933 Act in connection with which all outstanding shares of Preferred Stock
will be converted into Common Stock;




          (g)      shares of Preferred Stock issued by the Company pursuant to the terms of Section 1.3 of
the Purchase Agreement; and




          (h)      shares of Common Stock issued upon exercise of the Montgomery Warrant.




     4.2      Eligible Purchaser; Obligations of Affiliates; Exercise of Rights.




          (a)      Eligible Purchaser. For purposes of this Section 4, (i) an “Eligible Purchaser” means,
subject to the provisions of Section 4.7 hereof with respect to termination of any particular
Investor’s rights of first purchase hereunder, an Investor holding at least 500,000 shares of
Series A, Series A-1, Series B, Series C or Series D Preferred, (as adjusted for stock dividends,
combinations, stock splits and the like) at the time of such issuance of New Securities, and any
affiliate of such Investor, and (ii) an “affiliate” of an Investor means (x) a partner, member or
shareholder of such Investor, or any entity or person controlling, under common control with or
controlled by an Investor, (y) in the case of ZCG, includes any principal, employee or investment
advisory client of ZCG and (z) in the case of an MDS Entity, includes any MDS Entity. Each
affiliate of an Investor is intended as a third party beneficiary hereunder solely with respect to
the provisions of this Section 4, provided that a waiver by an Investor of any right, notice
requirement, time period or other term or condition of this Section 4 will also be deemed to
constitute a waiver by all affiliates of such Investor.




          (b)      Obligations of Affiliates. Any Investor affiliate which purchases any portion of any New
Securities will be required, as a condition to such purchase, to execute a counterpart copy of any
documents relating to such purchase of New Securities as are required to be executed by other
purchasers of such New Securities, including this Agreement if the New Securities will be subject
to this Agreement.




     4.3      Right of First Purchase of New Securities. The Company hereby grants to each Eligible
Purchaser and its affiliates, as defined above, the right of first purchase to purchase up to its
“Pro Rata Share” (as defined below) of New Securities which the Company may, from time to time,
propose to sell and issue. The Eligible Purchasers may purchase said New Securities on the same
terms and at the same price at which the Company proposes to sell the New Securities.



15.









 




The “Pro
Rata Share” of each Eligible Purchaser, for purposes of this right of first purchase, is the ratio
of (i) the total number of shares of Common Stock held by such Eligible Purchaser (including any
shares of Common Stock into which shares of the Series A, Series A-l, Series B, Series C or Series
D Preferred held by such Eligible Purchaser are convertible) to (ii) the total number of shares of
Common Stock and Common Stock warrants, rights or options outstanding immediately prior to the
issuance of the New Securities (including any shares of Common Stock into which outstanding shares
of Preferred Stock are convertible).




     4.4      Notice. In the event the Company proposes to undertake an issuance of New Securities, it
will give to each Eligible Purchaser written notice (the “Notice”) of its intention, describing the
type of New Securities, the price, the terms upon which the Company proposes to issue the same, the
number of shares which such Eligible Purchaser is entitled to purchase pursuant to this Section 4,
and a statement that each Eligible Purchaser will have twenty (20) days to respond to such Notice.
The Company, when required to notify Eligible Purchasers under this Section 4, will be deemed to
have fulfilled all its notice obligations under this Section 4 if, in the case of Eligible
Purchasers which are affiliates of an Investor, it has notified such Investor only, and all
affiliates of such Investor will be deemed to have received such notice at the time the Investor
received it. Each Eligible Purchaser will have twenty (20) days from the date of receipt of the
Notice to agree to purchase any or all of its Pro Rata Share of the New Securities for the price
and upon the terms specified in the Notice by giving written notice to the Company and stating
therein the quantity of New Securities to be purchased and forwarding payment for such New
Securities to the Company if immediate payment is required by such terms.



     4.5      Partial Exercise. If one or more Eligible Purchaser fails to exercise in full its right
of first purchase within the twenty (20) day period specified in the Notice (the “Partial Exercise
Purchasers”), each Eligible Purchaser who exercised its rights of first purchase in full (the “Full
Exercise Purchasers”) will have a right of first purchase to purchase up to its Pro Rata Share of
the New Securities not taken up by the Partial Exercise Purchasers. The Company will give to each
Full Exercise Purchaser written notice (the “Second Notice”) of the number of shares which such
Full Exercise Purchaser is entitled to purchase under this Section 4.5, and a statement that each
Full Exercise Purchaser will have ten (10) days after the date of receipt of the Second Notice to
agree to purchase any or all of its Pro Rata Share of the remaining New Securities for the price
and upon the terms initially specified in the Notice by giving written notice to the Company and
stating therein the quantity of remaining New Securities to be purchased and forwarding payment for
the New Securities to the Company if immediate payment is required by the terms of the Notice.



     4.6      Sale of New Securities. If a Full Exercise Purchaser fails to exercise in full its right
of first purchase within the ten (10) day period specified in the Second Notice, or if there are no
Full Exercise Purchasers after the twenty (20) day period specified in the Notice, the Company will
have ninety (90) days thereafter to sell or enter into an agreement (pursuant to
which the sale of New Securities covered thereby will be closed, if at all, within sixty (60)
days after the date of such agreement) to sell the New Securities respecting which such Eligible
Purchaser’s rights were not exercised, at a price and upon general terms no more favorable to the
purchaser thereof than specified in the Notice. In the event the Company has not sold the New
Securities within such ninety (90) day period (or sold and issued New Securities in accordance



16.









 




with
the foregoing within sixty (60) days after the date of such agreement), the Company will not
thereafter issue or sell any New Securities without first offering such securities to such Eligible
Purchaser in the manner provided above.




     4.7      Termination of Right of First Purchase. The rights of first purchase established by this
Section 4 will terminate (a) immediately prior to the IPO, or (b) upon (i) the acquisition by a
third party or parties of all or substantially all the assets of the Company (an “Asset Transfer”)
or (ii) an acquisition of the Company by another corporation or entity by consolidation, merger or
other reorganization in which the holders of the Company’s outstanding voting stock immediately
prior to such transaction own, immediately after such transaction, securities representing less
than fifty percent (50%) or more of the voting power of the corporation or other entity surviving
such transaction (an “Acquisition”).




	5.	 	     Other Covenants





     5.1      Directors’ Expenses and Compensation. The Company will pay reasonable travel and lodging
expenses of Outside Directors and directors who are nominees of the holders of Series C and Series
D Preferred in accordance with the Second Amended and Restated Voting Agreement dated as of the
Effective Date by and between the Company and the other parties thereto (the “Voting Agreement”),
for their attendance at Board and Board Committee meetings. Subject to such director’s compliance
with policy guidelines as to travel and lodging reimbursement as established by the Board, and upon
presentation of a reimbursement request therefor in reasonable detail, and, under appropriate
written agreements according to the specific situation, for other services (such as certain
financial, technological, or marketing advice), beyond attending Board and Board Committee
meetings, which directors may render on behalf of the Company in their capacity as directors, the
Company will pay such directors’ reasonable travel and lodging expenses. An “Outside Director” is
an individual who is not employed by or a current consultant to any party (including the Company)
to this Agreement and who does not control, whether by voting power or by written agreement, any
party (including the Company) to this Agreement.



     5.2      Board Meetings. Until otherwise agreed in writing by the holders of at least a majority
of the outstanding Series A, Series A-l, Series B, Series C and Series D Preferred and Conversion
Stock, together, there will be at least four (4) meetings of the Board, in person or by conference
call, during each calendar year, held at least once per quarter.



     5.3      Operating Committee. So long as the Company maintains an Operating Committee (or other
committee of the Board of Directors serving a substantially similar purpose), at least one of the
Series D Directors (as defined in the Voting Agreement) shall be a member of such committee;
provided, however, that if two Series C Directors (as defined in the Voting Agreement) are members
of such committee, then two Series D Directors shall also be members of such committee.



     5.4      Real Property Holding Company. The Company shall provide prompt notice to New Enterprise
Associates 10, Limited Partnership (“NEA 10”) following any “determination date” (as defined in
Treasury Regulation Section 1.897-2(c)(1)) on which the Company becomes a United States real
property holding corporation. In addition, upon a written request by



17.









 




NEA 10, the Company shall
provide NEA 10 with a written statement informing NEA 10 whether NEA 10’s interest in the Company
constitutes a United States real property interest. The Company’s determination shall comply with
the requirements of Treasury Regulation Section 1.897-2(h)(1) or any successor regulation, and the
Company shall provide timely notice to the Internal Revenue Service, in accordance with and to the
extent required by Treasury Regulation Section 1.897-2(h)(2) or any successor regulation, that such
statement has been made. The Company’s written statement to NEA 10 shall be delivered to NEA 10
within 10 days of NEA 10’s written request therefor. The Company’s obligation to furnish such
written statement shall continue notwithstanding the fact that a class of the Company’s stock may
be regularly traded on an established securities market or the fact that there is no preferred
stock then outstanding.





	6.	 	     Assignment 






Notwithstanding anything herein to the contrary:



      6.1      Information Rights. The rights of a Holder under Section 2 of this Agreement may only be
assigned with the Company’s prior written consent, not to be unreasonably withheld, and may not be
assigned to a Competitor, or an affiliate of a Competitor, as determined in good faith by the Board
at the time of the proposed assignment. “Competitor” means an entity which (i) is engaged in
research, development and/or commercialization with respect to any form of delivery of any
therapeutic agent by inhalation or volatilization, and/or (ii) is engaged in research, development
and/or commercialization of any Targeted Compounds. A “Targeted Compound” is any therapeutic
compound or class of compounds, as determined under customary scientific principles and
terminology, however delivered, as to which the Company, at the time of proposed assignment, has
been, or is, engaged in research, development and/or commercialization, or as to which the Company
has indicated, at or prior to the date of the proposed assignment, by presentation in good faith by
management to the Board, or by confirmation by Board resolution, or as evident in any business plan
or similar planning document of the Company in process at, or completed by, the date of such
proposed assignment, the Company intends to pursue for research, development and/or
commercialization. Notwithstanding the foregoing, the rights of a Holder under Section 2 of this
Agreement may be assigned without the Company’s prior written consent to (i) an affiliate, partner
(including, without limitation, a limited partner) or member of such Holder or an entity
controlling, controlled by or under common control with such Holder, (ii) in the case of ZCG, any
principal, employee or investment advisory client of ZCG and (iii) in the case of an MDS Entity,
any MDS Entity.



      6.2      Rights of First Purchase. The rights of an Investor under Section 4 hereof may be
assigned only to a party who acquires from an Investor (or an Investor’s permitted assigns) at
least that number of shares of Series A, Series A-1, Series B, Series C or Series D Preferred or an
equivalent number (on an as-converted basis) of shares of Conversion Stock described in Section
4.2(a) hereof, respectively; provided, however, that the rights of an Investor
under Section 4 of this Agreement may be assigned to (i) an affiliate, partner (including,
without limitation, a limited partner) or member of such Holder or an entity controlling,
controlled by or under common control with such Holder, (ii) in the case of ZCG, any principal,
employee or



18.









 




investment advisory client of ZCG, without regard to any minimum share amount and (iii)
in the case of an MDS Entity, any MDS Entity, without regard to any minimum share amount.




     6.3      Registration Rights. The registration rights of a Holder under Section 3 hereof may be
assigned only to a party who acquires, in one or more transactions, a total of at least 200,000
shares of any of Series A, Series A-1 Preferred or Conversion Stock issued upon conversion of
Series A or Series A-1 Preferred, or at least 600,000 shares of any of Series B Preferred, Series C
Preferred, Series D Preferred or Conversion Stock issued upon conversion of Series B, Series C or
Series D Preferred originally purchased by a Holder from the Company (as adjusted for stock
dividends, combinations, stock splits and the like), provided that transfers by a Holder to, as
applicable, a partner, member or shareholder of the Holder, an affiliate of such Holder (i.e., an
entity controlled by, under common control with or controlling the Holder, or, if the Holder is an
individual, controlled by the Holder), or to, as applicable, a partner, member or shareholder of an
affiliate of the Holder, may be made without restriction as to any minimum amount of shares so
transferred. No assignment by any party of any rights hereunder will become effective until the
Company is given written notice by the assigning party stating the name and address of the assignee
and identifying the securities of the Company as to which the rights in question are being
assigned, and specifying which rights are being assigned; and such assignee has agreed in writing,
by executing a counterpart copy of this Agreement, to receive such assigned rights subject to all
the terms and conditions of this Agreement, including without limitation the provisions of this
Section 6.



7.      Miscellaneous




     7.1      Notices. Any report, payment, notice, or other communication required or permitted under
this Agreement will be in writing, will be delivered personally, including delivery by courier such
as FedEx or DHL, or by certified mail, return receipt requested, postage prepaid, or by facsimile,
or by electronic mail (“email”) and will be deemed given and received upon actual delivery or, if
mailed by certified mail, three (3) days after deposit in the mail, or upon transmission by
facsimile with confirmed answerback or upon transmission by email upon confirmed delivery to the
intended recipient, for Holders, to the address indicated the records of the Company for each
Holder, and for the Company as follows:


If to the Company, to:



Alexza Molecular Delivery Corporation

Attn: Chief Executive Officer

1001 East Meadow Circle

Palo Alto, CA 94303

Facsimile: 650-687-3996

Email: tking@alexza.com




19.









 







     with a copy to:



     Cooley Godward LLP

     Attn: James C. T. Linfield

     380 Interlocken Crescent, Suite 900

     Broomfield, CO 80021

     Facsimile: 720-566-4099

     Email: linfieldjct@cooley.com




     Each party will notify all other parties hereto of changes of address of the notifying party
in the manner provided for in this Section 7.1.



     7.2      Additional Parties. During the term of this Agreement, holders of at least 250,000 shares
of Common Stock of the Company, as adjusted for stock splits, stock dividends, and
recapitalizations of Common Stock, may also become parties to this Agreement with respect to all
their shares of Common Stock by executing a counterpart to this Agreement.



     7.3      Entire Agreement. This Agreement, together with all the Exhibits hereto, constitutes and
contains the entire agreement and understanding of the parties with respect to the subject matter
hereof and supersedes any and all prior negotiations, correspondence, agreements, understandings,
duties or obligations between the parties respecting the subject matter hereof.



     7.4      Governing Law. This Agreement will be governed by and construed exclusively in accordance
with the internal laws of the State of California as applied to agreements among California
residents entered into and to be performed entirely within California, excluding that body of law
relating to conflict of laws and choice of law.



     7.5      Severability. If one or more provisions of this Agreement are held to be unenforceable
under applicable law, then such provision(s) will be enforced to the maximum extent possible under
applicable law and the remainder of such provision(s) will be excluded from this Agreement, and the
balance of this Agreement will be interpreted as if such provision(s) or portion(s) thereof were so
excluded and will continue to be enforceable in accordance with its terms.



     7.6      Amendment of Rights. Any provision of this Agreement may be amended and the observance
thereof may be waived (either generally or in a particular instance and either retroactively or
prospectively), only with the written consent of the Company and the Holders of a majority of the
Registrable Securities then outstanding.



     7.7      Third Parties. Except with respect to the rights of affiliates of the Investors under
Section 4.2 hereof, who will be entitled to exercise their right of first purchase under Section 4
hereof as intended third party beneficiaries, nothing in this Agreement, express or implied, is
intended to confer upon any person, other than the parties hereto and their successors and assigns,
any rights or remedies under or by reason of this Agreement.



     7.8      Successors and Assigns. Except as otherwise provided in this Agreement, the provisions of
this Agreement will inure to the benefit of, and will be binding upon, the successors and permitted
assigns of the parties hereto. Each transferee or assignee of any shares



20.









 




of capital stock of the Company from any Investor will be bound by and subject to the terms
and conditions of this Agreement that are applicable to such transferee’s transferor or assignor,
and the Company will require, as a condition precedent to the transfer of any shares of capital
stock of the Company subject to this Agreement, that the transferee agree in writing to be bound
by, and subject to, all the terms and conditions of this Agreement.




     7.9      Captions. The captions to sections of this Agreement have been inserted for
identification and reference purposes only and will not be used to construe or interpret this
Agreement.



     7.10      Counterparts. This Agreement may be executed in counterparts, each of which will be
deemed an original, but all of which together will constitute one and the same instrument.



     7.11      Costs and Attorneys’ Fees. If any action, suit or other proceeding is instituted
concerning or arising out of this Agreement or any transaction contemplated hereunder, the
prevailing party will recover all of such party’s reasonable fees and costs of attorneys incurred
in each such action, suit or other proceeding, including any and all appeals or petitions
therefrom.



     7.12      Adjustments for Stock Splits, Etc. Wherever in this Agreement there is a reference to a
specific number of shares of Common Stock or Preferred Stock of the Company of any class or series,
then, upon the occurrence of any subdivision, combination or stock dividend of such class or series
of stock, the specific number of shares so referenced in this Agreement will automatically be
proportionally adjusted to reflect the affect on the outstanding shares of such class or series of
stock by such subdivision, combination or stock dividend.



     7.13      Aggregation of Stock. All shares of equity securities of the Company held or acquired by
affiliated entities or persons will be aggregated together for the purpose of determining the
availability of any rights under this Agreement. In the case of ZCG, all shares of equity
securities of the Company held or acquired by principals, employees or investment advisory clients
of ZCG will be aggregated together for the purpose of determining the availability of any rights
under this Agreement. In the case of an MDS Entity, all shares of equity securities of the Company
held or acquired by an MDS Entity will be aggregated together for the purpose of determining the
availability of any rights under this Agreement.



     7.14      Termination of Prior Agreement. This Agreement supersedes the Prior Agreement in its
entirety, and all provisions of, rights granted and covenants made in the Prior Agreement are
hereby waived, released and superseded in their entirety and shall have no further force or effect,
including, without limitation, all preemptive rights and rights of first refusal and any notice
periods associated therewith otherwise applicable to the transactions contemplated by the Series D
Preferred Stock Purchase Agreement by and among the Company and the parties thereto, dated as of
even date herewith.



     7.15      Additional Investors. Notwithstanding anything to the contrary contained herein, if the
Company shall issue additional shares of its Preferred Stock pursuant to the Purchase Agreement,
any purchaser of such shares of Preferred Stock shall become a party to
this Agreement by executing and delivering an additional counterpart signature page to this
Agreement and shall be deemed an “Investor,” a “Holder” and a party hereunder.



21.









 




Notwithstanding
anything to the contrary contained herein, if the Company shall issue any securities in accordance
with Section 4.1(e) or (g) of this Agreement, any purchaser of such securities may become a party
to this Agreement by executing and delivering an additional counterpart signature page to this
Agreement and shall be deemed an “Investor,” a “Holder” and a party hereunder.




[THE REST OF THIS PAGE INTENTIONALLY LEFT BLANK]





22.










 






     In Witness Whereof, the parties hereto have executed this Agreement as of the date
first above written.



Company




ALEXZA MOLECULAR DELIVERY CORPORATION




	 	 	 	 	 	 	 
	By:
		/s/ Thomas B. King
	 
	 	 	 	 	 
	 

	 	 	 	Thomas B. King	 	 
	 

	 	 	 	Chief Executive Officer	 	 
	 
	 	 	 	 	 	 
	Holder	 	 
	 
	 	 	 	 	 	 
	ALLOY PARTNERS 2002, L.P.	 	 
	By:

	 	 	 	Alloy Ventures 2002, LLC	 	 
	 

	 	 	 	its General Partner	 	 
	 
	 	 	 	 	 	 
	By:
	 	/s/ J. Leighton Read	 
	 	 	 	 	 
	 

	 	 	 	Managing Member of Alloy Ventures 2002, LLC	 	 
	 
	 	 	 	 	 	 
	ALLOY VENTURES 2002, L.P.	 	 
	By:

	 	 	 	Alloy Ventures 2002, LLC	 	 
	 

	 	 	 	its General Partner	 	 
	 
	 	 	 	 	 	 
	By:
	 	/s/ J. Leighton Read	 
	 	 	 	 	 
	 

	 	 	 	Managing Member of Alloy Ventures 2002, LLC	 	 
	 
	 	 	 	 	 	 
	BURRILL BIOTECHNOLOGY CAPITAL FUND, L.P.	 	 
	By:	 	Burrill & Company (Biotechnology GP), LLC	 	 
	 	 	its General Manager	 	 
	 
	 	 	 	 	 	 
	By:
	 	/s/ G. Steven Burrill	 
	 	 	 	 	 
	Name:

	 	 	 	G. Steven Burrill	 	 
	 

	 	 	 	Title: Managing Member	 	 






SIGNATURE PAGE TO ALEXZA CORPORATION AMENDED AND

RESTATED INVESTORS’ RIGHTS AGREEMENT

ALEXZA CORPORATION














 








THE BOARD OF TRUSTEES OF THE LELAND STANFORD JUNIOR UNIVERSITY
 (DAPER I)




	 	 	 	 	 	 	 
	By:
	 	/s/ Michael G. McCaffery	 
	 	 	 	 	 
	 

	 	 	 	for Tyler Edelstein	 	 
	 

	 	 	 	Managing Director — Separate Investments	 	 
	 
	 	 	 	 	 	 
	CMEA VENTURES LIFE SCIENCES 2000, L.P.	 	 
	 
	 	 	 	 	 	 
	By:
	 	/s/ Thomas R. Baruch	 
	 	 	 	 	 
	 	 	General Partner	 	 
	 
	 	 	 	 	 	 
	CMEA VENTURES LIFE SCIENCES 2000, CIVIL LAW PARTNERSHIP	 	 
	 
	 	 	 	 	 	 
	By:
	 	/s/ Thomas R. Baruch	 
	 	 	 	 	 
	 	 	General Partner	 	 
	 
	 	 	 	 	 	 
	DELPHI VENTURES VI, L.P.	 	 
	By:

	 	 	 	Delphi Management Partners VI, LLC	 	 
	 

	 	 	 	General Partner	 	 
	 
	 	 	 	 	 	 
	By:
	 	/s/ Deepika R. Pakianathan	 
	 	 	 	 	 
	 

	 	 	 	Deepika R. Pakianathan	 	 
	 

	 	 	 	Managing Member	 	 
	 
	 	 	 	 	 	 
	DELPHI
BIOVENTURES VI, L.P.


	By:

	 	 	 	Delphi Management Partners VI, LLC	 	 
	 

	 	 	 	General Partner	 	 
	 
	 	 	 	 	 	 
	By:
	 	/s/ Deepika R. Pakianathan	 
	 	 	 	 	 
	 

	 	 	 	Deepika R. Pakianathan	 	 
	 

	 	 	 	Managing Member	 	 






SIGNATURE PAGE TO ALEXZA CORPORATION AMENDED AND

RESTATED INVESTORS’ RIGHTS AGREEMENT

ALEXZA CORPORATION














 








	 	 	 	 	 	 	 
	FRAZIER HEALTHCARE III, L.P.	 	 
	By:

	 	 	 	FHM III, LLC, its general partner	 	 
	By:

	 	 	 	Frazier & Company, Inc., Member	 	 
	 
	 	 	 	 	 	 
	By:
	 	/s/ Alan D. Frazier	 
	 	 	 	 	 
	 

	 	 	 	Alan D. Frazier, President	 	 
	 
	 	 	 	 	 	 
	FRAZIER AFFILIATES III, L.P.	 	 
	By:

	 	 	 	FHM III, LLC, its general partner	 	 
	By:

	 	 	 	Frazier & Company, Inc., Member	 	 
	 
	 	 	 	 	 	 
	By:
	 	/s/ Alan D. Frazier	 
	 	 	 	 	 
	 

	 	 	 	Alan D. Frazier, President	 	 
	 
	 	 	 	 	 	 
	FRAZIER HEALTHCARE IV, L.P.	 	 
	By:

	 	 	 	FHM IV, LP, its general partner	 	 
	By:

	 	 	 	FHM IV, LLC, its general partner	 	 
	 
	 	 	 	 	 	 
	By:
	 	/s/ Alan D. Frazier	 
	 	 	 	 	 
	 

	 	 	 	Alan D. Frazier, Member	 	 
	 
	 	 	 	 	 	 
	FRAZIER AFFILIATES IV, L.P.	 	 
	By:

	 	 	 	FHM IV, LP, its general partner	 	 
	By:

	 	 	 	FHM IV, LLC, its general partner	 	 
	 
	 	 	 	 	 	 
	By:
	 	/s/ Alan D. Frazier	 
	 	 	 	 	 
	 

	 	 	 	Alan D. Frazier, Member	 	 
	 
	 	 	 	 	 	 
	NEW ENTERPRISE ASSOCIATES 10, LIMITED PARTNERSHIP	 	 
	By:

	 	 	 	NEA Partners 10, Limited Partnership, its general partner	 	 
	 
	 	 	 	 	 	 
	By:
	 	/s/ C. Richard Kramlich	 
	 	 	 	 	 
	 

	 	C. Richard Kramlich,
General Partner	 






SIGNATURE PAGE TO ALEXZA CORPORATION AMENDED AND

RESTATED INVESTORS’ RIGHTS AGREEMENT

ALEXZA CORPORATION














 








	 	 	 	 	 	 	 
	PACIFIC RIM AQUA LIFE SCIENCE NO.1 INVESTMENT PARTNERSHIP	 	 
	By:

	 	 	 	Pacific Rim Ventures, Co. Ltd.	 	 
	 
	 	 	 	 	 	 
	By:
	 	/s/ Masahiro Michishita	 
	 	 	 	 	 
	 
	 	 Masahiro Michishita, M.D., Ph.D., President	 
	 	 	 	 	 	 	 
	PACIFIC RIM AQUA LIFE SCIENCE NO.2 INVESTMENT PARTNERSHIP	 	 
	By:

	 	 	 	Pacific Rim Ventures, Co. Ltd.	 	 
	 
	 	 	 	 	 	 
	By:
	 	/s/ Masahiro Michishita	 
	 	 	 	 	 
	 
	 	 Masahiro Michishita, M.D., Ph.D., President	 
	 
	 	 	 	 	 	 
	PACIFIC RIM AQUA LIFE SCIENCE NO.3 INVESTMENT PARTNERSHIP	 	 
	By:

	 	 	 	Pacific Rim Ventures, Co. Ltd.	 	 
	 
	 	 	 	 	 	 
	By:
	 	/s/ Masahiro Michishita	 
	 	 	 	 	 
	 
	 	 Masahiro Michishita, M.D., Ph.D., President	 
	 
	 	 	 	 	 	 
	PACIFIC RIM AQUA LIFE SCIENCE NO.4 INVESTMENT PARTNERSHIP	 	 
	By:

	 	 	 	Pacific Rim Ventures, Co. Ltd.	 	 
	 
	 	 	 	 	 	 
	By:
	 	/s/ Masahiro Michishita	 
	 	 	 	 	 
	 
	 	 Masahiro Michishita, M.D., Ph.D., President	 
	 
	 	 	 	 	 	 
	PRIVATE EQUITY HOLDING — ALEXZA, L.L.C.	 	 
	By:

	 	 	 	Howard Hughes Medical Institute	 	 
	 

	 	 	 	Its Sole Member and Manager	 	 
	 
	 	 	 	 	 	 
	By:
	 	/s/ Landis Zimmerman	 
	 	 	 	 	 
	 

	 	 	 	Landis Zimmerman	 	 
	 

	 	 	 	Vice President and Chief Investment Officer	 	 






SIGNATURE PAGE TO ALEXZA CORPORATION AMENDED AND

RESTATED INVESTORS’ RIGHTS AGREEMENT

ALEXZA CORPORATION














 








	 	 	 	 	 	 	 
	VERSANT VENTURE CAPITAL II, L.P.	 	 
	By:

	 	 	 	Versant Ventures II, LLC	 	 
	 

	 	 	 	Its General Partner	 	 
	 
	 	 	 	 	 	 
	By:
	 	/s/ Samuel D. Colella	 
	 	 	 	 	 
	 

	 	 	 	Samuel D. Colella	 	 
	 

	 	 	 	Managing Director	 	 
	 
	 	 	 	 	 	 
	VERSANT AFFILIATES FUND II-A, L.P.	 	 
	By:

	 	 	 	Versant Ventures II, LLC	 	 
	 

	 	 	 	Its General Partner	 	 
	 
	 	 	 	 	 	 
	By:
	 	/s/ Samuel D. Colella	 
	 	 	 	 	 
	 

	 	 	 	Samuel D. Colella	 	 
	 

	 	 	 	Managing Director	 	 
	 
	 	 	 	 	 	 
	VERSANT SIDE FUND II, L.P.	 	 
	By:

	 	 	 	Versant Ventures II, LLC	 	 
	 

	 	 	 	Its General Partner	 	 
	 
	 	 	 	 	 	 
	By:
	 	/s/ Samuel D. Colella	 
	 	 	 	 	 
	 

	 	 	 	Samuel D. Colella	 	 
	 

	 	 	 	Managing Director	 	 






	 	 	 	 	 
	ALZA CORPORATION
RETIREMENT PLAN
CITY OF MILFORD PENSION & RETIREMENT FUND
PUBLIC EMPLOYEE RETIREMENT SYSTEM OF IDAHO
FRANCOIS deMENIL
NICOLA ZESIGER MULLEN
ALAN B. & JOANNE K. VIDINSKY 1993 TRUST
WELLS FAMILY LLC
JOHN J. & CATHERINE H. KAYOLA
MURRAY CAPITAL, LLC
NFIB EMPLOYEE PENSION TRUST
ALBERT L. ZESIGER
ALEXA ZESIGER CARVER
ASPHALT GREEN, INC.
BARRIE RAMSAY ZESIGER
BROOK DEY COSBY

CITY OF STAMFORD FIREMEN’S PENSION FUND
DOMENIC J. MIZIO
HELEN HUNT
MARY I. ESTABIL

MEEHAN FOUNDATION
MROGAN TRUST CO. OF THE BAHAMAS LTD. AS TRUSTEE U/A/D 11/30/93
NATIONAL FEDERAL OF INDEPENDENT BUSINESS

 PETER LOORAM
PSYCHOLOGY ASSOCIATES
THEEUWES FAMILY TRUST,
FELIX THEEUWES TRUSTEE
	 	 	 	 	 
	By:
	  ZESIGER CAPITAL GROUP LLC,
	 

	       As agent and attorney-in-fact






	 	 	 	 	 	 	 
	By:
	 	 	/s/ Barrie R. Zesiger
	 	 	 	 	 
	 

	 	 	 	Barrie R. Zesiger	 	 
	 

	 	 	 	Managing Director	 	 






SIGNATURE PAGE TO ALEXZA CORPORATION AMENDED AND

RESTATED INVESTORS’ RIGHTS AGREEMENT

ALEXZA CORPORATION




 









 








	 	 	 	 	 	 	 
	MDS LIFE SCIENCES TECHNOLOGY FUND II	 	 
	NC LIMITED PARTNERSHIP	 	 
	By:

	 	 	 	MDS LSTF II (NCGP) Inc.	 	 
	 

	 	 	 	Its General Partner	 	 
	 
	 	 	 	 	 	 
	By:
	 	/s/ Graysanne
Bedell     /s/ Gregory D. Gubitz
	 	 	 	 	 
	Name:
	 	Graysanne Bedell and Gregory D. Gubitz
	 	 	 	 	 
	Title:
	 	Secretary and Vice President
	 	 	 	 	 
	 
	 	 	 	 	 	 
	MDS LIFE SCIENCES TECHNOLOGY FUND II	 	 
	QUEBEC LIMITED PARTNERSHIP	 	 
	By:

	 	 	 	MDS LSTF II (QGP) Inc.	 	 
	 

	 	 	 	Its General Partner	 	 
	 
	 	 	 	 	 	 
	By:
	 	/s/ Graysanne
Bedell     /s/ Gregory D. Gubitz
	 	 	 	 	 
	Name:
	 	Graysanne Bedell and Gregory D. Gubitz
	 	 	 	 	 
	Title:
	 	Secretary and Vice President
	 	 	 	 	 
	 
	 	 	 	 	 	 
	MLII CO-INVESTMENT FUND NC LIMITED PARTNERSHIP	 	 
	By:

	 	 	 	ML II (NCGP) Inc.	 	 
	 

	 	 	 	Its General Partner	 	 
	 
	 	 	 	 	 	 
	By:
	 	/s/ Graysanne
Bedell     /s/ Gregory D. Gubitz
	 	 	 	 	 
	Name:
	 	Graysanne Bedell and Gregory D. Gubitz
	 	 	 	 	 
	Title:
	 	Secretary and Vice President
	 	 	 	 	 
	 
	 	 	 	 	 	 
	BURRILL LIFE SCIENCES CAPITAL FUND, L.P.	 	 
	By:	 	Burrill & Company (Life Sciences GP), LLC	 	 
	 	 	its General Manager	 	 
	 
	 	 	 	 	 	 
	By:
	 	/s/ G. Steven Burrill
	 	 	 	 	 
	Name:

	 	G. Steven Burrill
	 	 
	Title:

	 	Managing Member
	 	 






SIGNATURE PAGE TO ALEXZA CORPORATION AMENDED AND

RESTATED INVESTORS’ RIGHTS AGREEMENT

ALEXZA CORPORATION














 








	 	 	 	 	 	 	 
	BURRILL INDIANA LIFE SCIENCES CAPITAL FUND, L.P.	 	 
	By:	 	Burrill & Company (Indiana GP), LLC	 	 
	 	 	its General Manager	 	 
	 
	 	 	 	 	 	 
	By:
	 	/s/ G. Steven Burrill	 	 
	 	 	 	 	 
	Name:	 	G. Steven Burrill	 	 
	Title:	 	Managing Member	 	 






SIGNATURE PAGE TO ALEXZA CORPORATION AMENDED AND

RESTATED INVESTORS’ RIGHTS AGREEMENT

ALEXZA CORPORATION














 






	 	 	 
	PRINTED NAME IF INDIVIDUAL:

	 	 
	 
	 	 
	Joseph Klein III
	 	 
	 

	 	 
	 
	 	 
	/s/ Joseph Klein III
	 	 
	 

	 	 
	Signature
	 	 
	 
	 	 
	PRINTED NAME IF INDIVIDUAL:
	 	 
	 
	 	 
	Leah Zaffaroni
	 	 
	 

	 	 
	 
	 	 
	/s/ Leah Zaffaroni
	 	 
	 

	 	 
	Signature
	 	 
	 
	 	 
	PRINTED NAME IF INDIVIDUAL:
	 	 
	 
	 	 
	Alejandro A. Zaffaroni
	 	 
	 

	 	 
	 
	 	 
	/s/ Alejandro A. Zaffaroni
	 	 
	 

	 	 
	Signature
	 	 
	 
	 	 
	PRINTED NAME IF INDIVIDUAL:
	 	 
	 
	 	 
	Matilda Nieri
	 	 
	 

	 	 
	 
	 	 
	/s/ Matilda Nieri
	 	 
	 

	 	 
	Signature
	 	 
	 
	 	 
	PRINTED NAME IF INDIVIDUAL:
	 	 
	 
	 	 
	Laura Surroco
	 	 
	 

	 	 
	 
	 	 
	/s/ Laura Surroco
	 	 
	 

	 	 
	Signature
	 	 
	 
	 	 
	PRINTED NAME IF INDIVIDUAL:
	 	 
	 
	 	 
	Gonzalo M. Silveira
	 	 
	 

	 	 
	 
	 	 
	/s/ Gonzalo M. Silveira
	 	 
	 

	 	 
	Signature
	 	 
	 
	 	 





SIGNATURE PAGE TO ALEXZA CORPORATION AMENDED AND

RESTATED INVESTORS’ RIGHTS AGREEMENT

ALEXZA CORPORATION














 








	 	 	 
	PRINTED NAME IF INDIVIDUAL:

	 	 
	 
	 	 
	Gianfranco Antognini
	 	 
	 

	 	 
	 
	 	 
	/s/ Gianfranco Antognini
	 	 
	 

	 	 
	Signature
	 	 
	 
	 	 
	PRINTED NAME IF INDIVIDUAL:
	 	 
	 
	 	 
	Maria Viaud
	 	 
	 

	 	 
	 
	 	 
	/s/ Maria Viaud
	 	 
	 

	 	 
	 
	 	 
	PRINTED NAME IF INDIVIDUAL:
	 	 
	 
	 	 
	Donna Swanson
	 	 
	 

	 	 
	 
	 	 
	/s/ Donna Swanson
	 	 
	 

	 	 
	 
	 	 
	PRINTED NAME IF INDIVIDUAL:
	 	 
	 
	 	 
	Guillermo Surraco
	 	 
	 

	 	 
	 
	 	 
	/s/ Guillermo Surraco
	 	 
	 

	 	 
	 
	 	 
	PRINTED NAME IF INDIVIDUAL:
	 	 
	 
	 	 
	Jack Berg
	 	 
	 

	 	 
	 
	 	 
	/s/ Jack Berg
	 	 
	 

	 	 
	 
	 	 
	PRINTED NAME IF INDIVIDUAL:
	 	 
	 
	 	 
	Paul Berg
	 	 
	 

	 	 
	 
	 	 
	/s/ Paul Berg
	 	 
	 

	 	 
	 
	 	 





SIGNATURE PAGE TO ALEXZA CORPORATION AMENDED AND

RESTATED INVESTORS’ RIGHTS AGREEMENT

ALEXZA CORPORATION














 








	 	 	 
	PRINTED NAME IF INDIVIDUAL:

	 	 
	 
	 	 
	Stephen A. Schneider
	 	 
	 

	 	 
	 
	 	 
	/s/ Stephen A. Schneider
	 	 
	 

	 	 
	 
	 	 
	PRINTED NAME IF INDIVIDUAL:
	 	 
	 
	 	 
	Isaac Stein
	 	 
	 

	 	 
	 
	 	 
	/s/ Isaac Stein
	 	 
	 

	 	 
	 
	 	 
	PRINTED NAME IF INDIVIDUAL:
	 	 
	 
	 	 
	Gordon Ringold
	 	 
	 

	 	 
	 
	 	 
	/s/ Gordon Ringold
	 	 
	 

	 	 
	 
	 	 
	PRINTED NAME IF INDIVIDUAL:
	 	 
	 
	 	 
	Joseph Glaser II
	 	 
	 

	 	 
	 
	 	 
	/s/ Joseph Glaser II
	 	 
	 

	 	 
	 
	 	 
	PRINTED NAME IF INDIVIDUAL:
	 	 
	 
	 	 
	Robert J. Glaser Jr. and Christine Pisel Glaser
	 	 
	 

	 	 
	 
	 	 
	/s/ Robert J. Glaser Jr. and /s/ Christine Pisel Glaser
	 	 
	 

	 	 
	 
	 	 





SIGNATURE PAGE TO ALEXZA CORPORATION AMENDED AND

RESTATED INVESTORS’ RIGHTS AGREEMENT

ALEXZA CORPORATION
















 






	 	 	 	 	 
	PRINTED NAME IF CORPORATION/PARTNERSHIP/TRUST:	 	 
	 
	 	 	 	 
	5AM VENTURES, LLC	 	 
	5AM CO-INVESTORS, LLC	 	 
	By:

	 	5AM PARTNERS, LLC	 	 
	 

	 	Its Manager	 	 
	 
	 	 	 	 
	By:

	 	/s/ John Diekman	 	 
	 

	 	 

	 	 
	 

	 	John Diekman	 	 
	 

	 	Managing Partner	 	 
	 
	 	 	 	 
	PRINTED NAME IF CORPORATION/PARTNERSHIP/TRUST:	 	 
	 
	 	 	 	 
	ABINGWORTH BIOVENTURES IV LP	 	 
	 
	 	 	 	 
	By:

	 	/s/ Stephen Bunting	 	 
	 

	 	 

	 	 
	Name:

	 	Stephen Bunting	 	 
	 

	 	 

	 	 
	Title:

	 	Director of Abingworth Management Limited as Manager	 	 
	 

	 	 

	 	 
	PRINTED NAME IF CORPORATION/PARTNERSHIP/TRUST:	 	 
	 
	 	 	 	 
	ABINGWORTH BIOVENTURES IV EXECUTIVES LP	 	 
	 
	 	 	 	 
	By:

	 	/s/ Stephen Bunting	 	 
	 

	 	 

	 	 
	Name:

	 	Stephen Bunting	 	 
	 

	 	 

	 	 
	Title:

	 	Director of Abingworth Management Limited as Manager	 	 
	 

	 	 

	 	 
	 
	 	 	 	 
	PRINTED NAME IF CORPORATION/PARTNERSHIP/TRUST:	 	 
	WESTRIVER CAPITAL, LLC	 	 
	 
	 	 	 	 
	By:

	 	/s/ Erik J. Anderson	 	 
	 

	 	 

	 	 
	Name:

	 	Erik J. Anderson	 	 
	 

	 	 

	 	 
	Title:

	 	Managing Member	 	 
	 

	 	 

	 	 
	 
	 	 	 	 





SIGNATURE PAGE TO ALEXZA CORPORATION AMENDED AND

RESTATED INVESTORS’ RIGHTS AGREEMENT

ALEXZA CORPORATION














 








	 	 	 	 	 
	PRINTED NAME IF CORPORATION/PARTNERSHIP/TRUST:	 	 
	 
	 	 	 	 
	ST. FRANCIS GROWTH FUND	 	 
	 
	 	 	 	 
	By:

	 	/s/ Kevin J. Makley	 	 
	 

	 	 

	 	 
	Name:

	 	Kevin J. Makley	 	 
	 

	 	 

	 	 
	Title:

	 	President	 	 
	 

	 	 

	 	 
	 
	 	 	 	 
	PRINTED NAME IF CORPORATION/PARTNERSHIP/TRUST:	 	 
	 
	 	 	 	 
	AJ TRUSTS PARTNERSHIP	 	 
	 
	 	 	 	 
	By:

	 	/s/ Marcia L. Goldman	 	 
	 

	 	 

	 	 
	Name:

	 	Marcia L. Goldman	 	 
	 

	 	 

	 	 
	Title:

	 	Managing Partner	 	 
	 

	 	 

	 	 
	 
	 	 	 	 
	PRINTED NAME IF CORPORATION/PARTNERSHIP/TRUST:	 	 
	 
	 	 	 	 
	JMJ TRUSTS PARTNERSHIP	 	 
	 
	 	 	 	 
	By:

	 	/s/ Douglas R. Goldman	 	 
	 

	 	 

	 	 
	Name:

	 	Douglas R. Goldman	 	 
	 

	 	 

	 	 
	Title:

	 	Managing Partner	 	 
	 

	 	 

	 	 
	 
	 	 	 	 
	PRINTED NAME IF CORPORATION/PARTNERSHIP/TRUST:	 	 
	 
	 	 	 	 
	GF 86 LLC ROCKEFELLER & CO.	 	 
	 
	 	 	 	 
	By:

	 	/s/ Ellen Fox	 	 
	 

	 	 

	 	 
	Name:

	 	Ellen Fox	 	 
	 

	 	 

	 	 
	Title:

	 	Managing Director	 	 
	 

	 	 

	 	 






SIGNATURE PAGE TO ALEXZA CORPORATION AMENDED AND

RESTATED INVESTORS’ RIGHTS AGREEMENT

ALEXZA CORPORATION














 








	 	 	 	 	 
	PRINTED NAME IF CORPORATION/PARTNERSHIP/TRUST:	 	 
	 
	 	 	 	 
	ZAFFARONI REVOCABLE TRUST 1/24/86	 	 
	 
	 	 	 	 
	By:

	 	/s/ Alejandro Zaffaroni	 	 
	 

	 	 

	 	 
	Name:

	 	Alejandro Zaffaroni	 	 
	 

	 	 

	 	 
	Title:

	 	Trustee	 	 
	 

	 	 

	 	 
	 
	 	 	 	 
	PRINTED NAME IF CORPORATION/PARTNERSHIP/TRUST:	 	 
	 
	 	 	 	 
	ZAFFARONI REVOCABLE TRUST 1/24/86	 	 
	 
	 	 	 	 
	By:

	 	/s/ Alejandro Zaffaroni	 	 
	 

	 	 

	 	 
	Name:

	 	Alejandro Zaffaroni	 	 
	 

	 	 

	 	 
	Title:

	 	Trustee	 	 
	 

	 	 

	 	 
	 
	 	 	 	 
	PRINTED NAME IF CORPORATION/PARTNERSHIP/TRUST:	 	 
	 
	 	 	 	 
	ZAFFARONI FAMILY PARTNERSHIP L.P.	 	 
	 
	 	 	 	 
	By:

	 	/s/ Alejandro Zaffaroni	 	 
	 

	 	 

	 	 
	Name:

	 	Alejandro Zaffaroni	 	 
	 

	 	 

	 	 
	Title:

	 	General and Limited Partner	 	 
	 

	 	 

	 	 
	 
	 	 	 	 
	PRINTED NAME IF CORPORATION/PARTNERSHIP/TRUST:	 	 
	 
	 	 	 	 
	ALEXANDER PETER ZAFFARONI TRUST U/T/D 12-29-88	 	 
	 
	 	 	 	 
	By:

	 	/s/ Gayle Adams	 	 
	 

	 	 

	 	 
	Name:

	 	Gayle Adams	 	 
	 

	 	 

	 	 
	Title:

	 	Trustee	 	 
	 

	 	 

	 	 






SIGNATURE PAGE TO ALEXZA CORPORATION AMENDED AND

RESTATED INVESTORS’ RIGHTS AGREEMENT

ALEXZA CORPORATION














 








	 	 	 	 	 
	PRINTED NAME IF CORPORATION/PARTNERSHIP/TRUST:	 	 
	 
	 	 	 	 
	CHARLES ADAM ZAFFARONI TRUST U/T/D 12-29-88	 	 
	 
	 	 	 	 
	By:

	 	/s/ Gayle Adams	 	 
	 

	 	 

	 	 
	Name:

	 	Gayle Adams	 	 
	 

	 	 

	 	 
	Title:

	 	Trustee	 	 
	 

	 	 

	 	 
	 
	 	 	 	 
	PRINTED NAME IF CORPORATION/PARTNERSHIP/TRUST:	 	 
	 
	 	 	 	 
	THE 1989 LEECH LIVING TRUST	 	 
	 
	 	 	 	 
	By:

	 	/s/ Ana M. Leech	 	 
	 

	 	 

	 	 
	Name:

	 	Ana M. Leech	 	 
	 

	 	 

	 	 
	Title:

	 	Trustee	 	 
	 

	 	 

	 	 
	PRINTED NAME IF CORPORATION/PARTNERSHIP/TRUST:	 	 
	 
	 	 	 	 
	ALEJANDRO ZAFFARONI, TRUSTEE
	 	 
	 
	 	 	 	 
	ZAFFARONI RETIREMENT TRUST FBO: M. LORETTE VIAUD	 	 
	 
	 	 	 	 
	By:

	 	/s/ Alejandro Zaffaroni	 	 
	 

	 	 

	 	 
	Name:

	 	Alejandro Zaffaroni	 	 
	 

	 	 

	 	 
	Title:

	 	Trustee	 	 
	 

	 	 

	 	 
	 
	 	 	 	 
	PRINTED NAME IF CORPORATION/PARTNERSHIP/TRUST:	 	 
	 
	 	 	 	 
	ALEJANDRO ZAFFARONI, TRUSTEE
	 	 
	ZAFFARONI RETIREMENT TRUST FBO: DONNA L. SWANSON	 	 
	 
	 	 	 	 
	By:

	 	/s/ Alejandro Zaffaroni	 	 
	 

	 	 

	 	 
	Name:

	 	Alejandro Zaffaroni	 	 
	 

	 	 

	 	 
	Title:

	 	Trustee	 	 
	 

	 	 

	 	 






SIGNATURE PAGE TO ALEXZA CORPORATION AMENDED AND

RESTATED INVESTORS’ RIGHTS AGREEMENT

ALEXZA CORPORATION














 








	 	 	 	 	 
	PRINTED NAME IF CORPORATION/PARTNERSHIP/TRUST:	 	 
	 
	 	 	 	 
	CARAMIA LLC	 	 
	 
	 	 	 	 
	By:

	 	/s/ Fay Holloschutz	 	 
	 

	 	 

	 	 
	Name:

	 	Fay Holloschutz	 	 
	 

	 	 

	 	 
	Title:

	 	Asst Secretary	 	 
	 

	 	 

	 	 
	 
	 	 	 	 
	PRINTED NAME IF CORPORATION/PARTNERSHIP/TRUST:	 	 
	 
	 	 	 	 
	CARISSIMO LLC	 	 
	 
	 	 	 	 
	By:

	 	/s/ Edith Rosenkranz	 	 
	 

	 	 

	 	 
	Name:

	 	Edith Rosenkranz	 	 
	 

	 	 

	 	 
	Title:

	 	Member	 	 
	 

	 	 

	 	 
	 
	 	 	 	 
	PRINTED NAME IF CORPORATION/PARTNERSHIP/TRUST:	 	 
	 
	 	 	 	 
	GRAMA VENTURES LLC	 	 
	 
	 	 	 	 
	By:

	 	/s/ Roberto P. Rosenkranz	 	 
	 

	 	 

	 	 
	Name:

	 	Roberto P. Rosenkranz	 	 
	 

	 	 

	 	 
	Title:

	 	Trustee	 	 
	 

	 	 

	 	 
	 
	 	 	 	 
	PRINTED NAME IF CORPORATION/PARTNERSHIP/TRUST:	 	 
	 
	 	 	 	 
	LUNA VENTURES LLC	 	 
	 
	 	 	 	 
	By:

	 	/s/ Gerardo M. Rosenkranz	 	 
	 

	 	 

	 	 
	Name:

	 	Gerardo M. Rosenkranz	 	 
	 

	 	 

	 	 
	Title:

	 	Chairman	 	 
	 

	 	 

	 	 






SIGNATURE PAGE TO ALEXZA CORPORATION AMENDED AND

RESTATED INVESTORS’ RIGHTS AGREEMENT

ALEXZA CORPORATION














 








	 	 	 	 	 
	PRINTED NAME IF CORPORATION/PARTNERSHIP/TRUST:	 	 
	 
	 	 	 	 
	THE PAPAGENO TRUST	 	 
	 
	 	 	 	 
	By:

	 	/s/ Ricardo T. Rosenkranz	 	 
	 

	 	 

	 	 
	Name:

	 	Ricardo T. Rosenkranz	 	 
	 

	 	 

	 	 
	Title:

	 	Trustee	 	 
	 

	 	 

	 	 
	 
	 	 	 	 
	PRINTED NAME IF CORPORATION/PARTNERSHIP/TRUST:	 	 
	 
	 	 	 	 
	T. ROWE PRICE HEALTH SCIENCES FUND, INC.	 	 
	 
	 	 	 	 
	By:

	 	/s/ Henry H. Hopkins	 	 
	 

	 	 

	 	 
	Name:

	 	Henry H. Hopkins	 	 
	 

	 	 

	 	 
	Title:

	 	Vice President	 	 
	 

	 	 

	 	 
	 
	 	 	 	 
	PRINTED NAME IF CORPORATION/PARTNERSHIP/TRUST:	 	 
	 
	 	 	 	 
	SALLY L. GLASER AND R. DAVID BOWER, TRUSTEES
	 	 
	BOWER FAMILY REVOCABLE TRUST	 	 
	 
	 	 	 	 
	By:

	 	/s/ Sally L. Glaser	 	 
	 

	 	 

	 	 
	Name:

	 	Sally L. Glaser	 	 
	 

	 	 

	 	 
	Title:

	 	Trustee	 	 
	 

	 	 

	 	 
	 
	 	 	 	 
	PRINTED NAME IF CORPORATION/PARTNERSHIP/TRUST:	 	 
	 
	 	 	 	 
	ROBERT J. GLASER, JR, TRUSTEE
	 	 
	NATALIE D. BOWER IRREVOCABLE TRUST	 	 
	 
	 	 	 	 
	By:

	 	/s/ Robert J. Glaser, Jr.	 	 
	 

	 	 

	 	 
	Name:

	 	Robert J. Glaser, Jr.	 	 
	 

	 	 

	 	 
	Title:

	 	Trustee	 	 
	 

	 	 

	 	 






SIGNATURE PAGE TO ALEXZA CORPORATION AMENDED AND

RESTATED INVESTORS’ RIGHTS AGREEMENT

ALEXZA CORPORATION














 








	 	 	 	 	 
	PRINTED NAME IF CORPORATION/PARTNERSHIP/TRUST:	 	 
	 
	 	 	 	 
	ROBERT J. GLASER, JR, TRUSTEE
	 	 
	AUDREY LOUISE BOWER IRREVOCABLE TRUST	 	 
	 
	 	 	 	 
	By:

	 	/s/ Robert J. Glaser, Jr.	 	 
	 

	 	 

	 	 
	Name:

	 	Robert J. Glaser, Jr.	 	 
	 

	 	 

	 	 
	Title:

	 	Trustee	 	 
	 

	 	 

	 	 
	 
	 	 	 	 
	PRINTED NAME IF CORPORATION/PARTNERSHIP/TRUST:	 	 
	 
	 	 	 	 
	SALLY L. GLASER, TRUSTEE
	 	 
	ROBERT JOY GLASER III 1996 TRUST	 	 
	 
	 	 	 	 
	By:

	 	/s/ Sally L. Glaser, Trustee	 	 
	 

	 	 

	 	 
	Name:

	 	Sally L. Glaser	 	 
	 

	 	 

	 	 
	Title:

	 	Trustee	 	 
	 

	 	 

	 	 
	 
	 	 	 	 
	PRINTED NAME IF CORPORATION/PARTNERSHIP/TRUST:	 	 
	 
	 	 	 	 
	SALLY L. GLASER, TRUSTEE
	 	 
	CAROLINE PISEL GLASER 1996 TRUST	 	 
	 
	 	 	 	 
	By:

	 	/s/ Sally L. Glaser, Trustee	 	 
	 

	 	 

	 	 
	Name:

	 	Sally L. Glaser	 	 
	 

	 	 

	 	 
	Title:

	 	Trustee	 	 
	 

	 	 

	 	 






SIGNATURE PAGE TO ALEXZA CORPORATION AMENDED AND

RESTATED INVESTORS’ RIGHTS AGREEMENT

ALEXZA CORPORATION
















 






Investor Counterpart Signature Page




     In Witness Whereof, the undersigned has executed the Second Amended and Restated
Investors’ Rights Agreement as of the 6th day of December, 2004.



	 	 	 	 	 
	INVESTORS:	 	 
	 
	 	 	 	 
	Surinvex International Corporation	 	 
	 
	 	 	 	 
	By:

	 	/s/ Juan C. Rachetti	 	 
	 

	 	 

	 	 
	Name:

	 	JUAN C. RACHETTI	 	 
	Title:

	 	TREASURER	 	 






     In Witness Whereof, the undersigned has executed the Second Amended and Restated
Investors’ Rights Agreement as of the 20th day of December, 2004.



	 	 	 
	INVESTORS:
	 	 
	 
	 	 
	/s/ Farah Champsi
	 	 
	 


	 	 
	Farah Champsi
	 	 






     In Witness Whereof, the undersigned has executed the Second Amended and Restated
Investors’ Rights Agreement as of the 5th day of December, 2004.



	 	 	 
	INVESTORS:
	 	 
	 
	 	 
	/s/ Laura Surraco De Canessa
	 	 
	 


	 	 
	Laura Surraco De Canessa
	 	 






     In Witness Whereof, the undersigned has executed the Second Amended and Restated
Investors’ Rights Agreement as of the ___day of December, 2004.



	 	 	 
	/s/ Edward Hurwitz
	 	 
	 


	 	 
	Edward Hurwitz
	 	 






     In Witness Whereof, the undersigned has executed the Second Amended and Restated
Investors’ Rights Agreement as of the ___day of December, 2004.



	 	 	 
	/s/ Henry Wendt III
	 	 
	 


	 	 
	Henry Wendt III
	 	 






SIGNATURE PAGE TO ALEXZA CORPORATION SECOND AMENDED AND

RESTATED INVESTORS’ RIGHTS AGREEMENT

ALEXZA CORPORATION














 








     In Witness Whereof, the undersigned has executed the Second Amended and Restated
Investors’ Rights Agreement as of the 20th day of December, 2004.



	 	 	 	 	 
	Montgomery Alexza Partners	 	 
	 
	 	 	 	 
	By:

	 	/s/ Phillip Valtairo	 	 
	 

	 	 

	 	 
	Name:

	 	Phillip Valtairo	 	 
	Title:

	 	CFO	 	 






     In Witness Whereof, the undersigned has executed the Second Amended and Restated
Investors’ Rights Agreement as of the ___day of December, 2004.



	 	 	 	 	 
	GC&H Investments LLC	 	 
	 
	 	 	 	 
	By:

	 	/s/ John L. Cardoza	 	 
	 

	 	 

	 	 
	Name:

	 	John L. Cardoza	 	 
	Title:

	 	Managing Member	 	 






     In Witness Whereof, the undersigned has executed the Second Amended and Restated
Investors’ Rights Agreement as of the 22nd day of December, 2004.



	 	 	 	 	 
	WS Investments Company	 	 
	 
	 	 	 	 
	By:

	 	/s/ James A. Terranova	 	 
	 

	 	 

	 	 
	Name:

	 	James A. Terranova	 	 
	Title:
	 	 	 	 






     In Witness Whereof, the undersigned has executed the Second Amended and Restated
Investors’ Rights Agreement as of the ___day of December, 2004.



	 	 	 
	INVESTORS:
	 
	 	 
	/s/ Edward Penhoet
	 	 
	 


	 	 
	Edward Penhoet, Ph.d.
	 	 





SIGNATURE PAGE TO ALEXZA CORPORATION SECOND AMENDED AND

RESTATED INVESTORS’ RIGHTS AGREEMENT

ALEXZA CORPORATION















 








Exhibit A




	 	 	 	 	 
	Minimum Common Holders	 	Number Of Shares	 
	Stephen Schneider
	 	 	3,542,550	 
	Zaffaroni Family Partnership
	 	 	700,000	 
	Daniel Mufson
	 	 	550,000	 
	Gordon Ringold
	 	 	500,000	 
	Stein 1995 Revocable Trust
	 	 	435,000	 
	Carol Christopher
	 	 	358,333	 
	Joshua Rabinowitz
	 	 	350,000	 
	 	 	 	 	 
	Investors	 	Number Of Shares	 
	Holders of Series A Preferred Stock
	 	 	 	 
	 
	 	 	 	 
	Zaffaroni Revocable Trust U/T/D 1/24/86
	 	 	262,000	 
	Elisa Zaffaroni
	 	 	196,000	 
	Stein 1995 Revocable Trust
	 	 	250,000	 
	Alejandro A. Zaffaroni
	 	 	123,000	 
	Alexander Peter Zaffaroni Trust 12/29/88
	 	 	123,000	 
	Charles Adam Zaffaroni Trust 12/29/88
	 	 	123,000	 
	Leah Zaffaroni
	 	 	123,000	 
	Laura Surraco
	 	 	100,000	 
	Alexander Zarucki Ringold Trust
	 	 	50,000	 
	Gordon Ringold
	 	 	50,000	 
	Gordon Ringold and Tanya Zarucki Trust
	 	 	50,000	 
	Greggory Zarucki Ringold Trust
	 	 	50,000	 
	Joshua B. Stein Trust Two
	 	 	50,000	 
	Melanie Gault-Ringold Trust
	 	 	50,000	 
	Nicholas Gault-Ringold Trust
	 	 	50,000	 
	Sarah E. Stein Trust Two
	 	 	50,000	 
	Tanya Zarucki
	 	 	50,000	 
	Cecilia Surraco
	 	 	50,000	 
	Fernando Guarnaschelli
	 	 	50,000	 
	Gabriela Silveira
	 	 	50,000	 
	Gustavo Nicolich
	 	 	50,000	 
	Jorge Gibbs
	 	 	50,000	 
	Matilda Nieri
	 	 	50,000	 
	Rosina Guarnaschelli
	 	 	50,000	 
	Alberto Barcia
	 	 	30,000	 
	Ana Leech
	 	 	30,000	 
	Felipe L. Silveira Trust
	 	 	30,000	 
	Gonzalo Silveira
	 	 	30,000	 
	Marta Rachetti
	 	 	30,000	 
	Martin B. Silveira Trust
	 	 	30,000	 
	Nicolas F. Silveira Trust
	 	 	30,000	 






A-1.









 






	 	 	 	 	 
	Investors	 	Number Of Shares	 
	Donna Swanson
	 	 	25,000	 
	Josefina Gonzales
	 	 	25,000	 
	Maria Benn
	 	 	25,000	 
	Maria Viaud
	 	 	25,000	 
	Abraham Tugentman
	 	 	20,000	 
	Jose Segundo
	 	 	20,000	 
	Marco Alvarado
	 	 	12,500	 
	Mariana Marabolie
	 	 	12,500	 
	Daniel Leech
	 	 	10,000	 
	David Leech
	 	 	10,000	 
	Jose C. Carle
	 	 	5,000	 
	 
	 	 	 	 
	Holders of Series A-1 Preferred Stock
	 	 	 	 
	 
	 	 	 	 
	Peter Olson
	 	 	1,449,225	 
	Olson 1999 Children’s Trust
	 	 	128,820	 
	Patricia Olson
	 	 	32,205	 
	 
	 	 	 	 
	Holders of Series B Preferred Stock
	 	 	 	 
	 
	 	 	 	 
	Zaffaroni Revocable Trust U/T/D 1/24/86
	 	 	3,575,000	 
	Serfina International Corporation
	 	 	2,101,000	 
	Caramia LLC
	 	 	150,000	 
	Surinvex International Corporation
	 	 	80,000	 
	The Grapa Trust
	 	 	75,000	 
	The Pyramid Trust
	 	 	75,000	 
	The Papagrno Trust
	 	 	35,000	 
	Isy Goldwasser
	 	 	35,000	 
	Alex A. Zaffaroni
	 	 	27,500	 
	Leah Zaffaroni
	 	 	27,500	 
	Charles Adam Zaffaroni Trust DTD 12/29/88
	 	 	27,500	 
	Alexander Peter Zaffaroni Trust DTD 12/29/88
	 	 	27,500	 
	Guillermo Surraco
	 	 	25,000	 
	Gonzalo M. Silveira
	 	 	25,000	 
	Matilda Nieri
	 	 	25,000	 
	The 1989 Leech Living Trust
	 	 	25,000	 
	Donna Swanson
	 	 	25,000	 
	M. Lorette Viaud
	 	 	25,000	 
	Brenda Love-Zedjl
	 	 	25,000	 
	Terence Fant
	 	 	10,000	 
	Ken Flax
	 	 	10,000	 
	Peter Coy and Judy Coy Trust DTD 9/12/96
	 	 	10,000	 
	 
	 	 	 	 
	Holders of Series C Preferred Stock
	 	 	 	 
	 
	 	 	 	 
	New Enterprise Associates 10, L.P.
	 	 	2,540,560	 






A-2.








 






	 	 	 	 	 
	Investors	 	Number Of Shares	 
	NEA Ventures 2002, L.P.
	 	 	25,662	 
	Alza Corporation Retirement Plan
	 	 	97,000	 
	City of Milford Pension & Retirement Fund
	 	 	250,500	 
	Public Employee Retirement System of Idaho
	 	 	641,500	 
	Francois deMenil
	 	 	32,000	 
	Nicola Zesiger Mullen
	 	 	32,000	 
	Alan B. & Joanne K. Vidinsky 1993 Trust
	 	 	32,000	 
	Wells Family LLC
	 	 	64,000	 
	John H. and Catherine H. Kayola
	 	 	6,111	 
	Murray Capital, LLC
	 	 	32,000	 
	NFIB Employee Pension Trust
	 	 	96,000	 
	CMEA Ventures Life Sciences 2000, L.P.
	 	 	1,805,374	 
	CMEA Ventures Life Sciences 2000,
Civil Law Partnership
	 	 	119,293	 
	Gianfranco Antognini
	 	 	641,556	 
	Versant Venture Capital II, L.P.
	 	 	7,948,407	 
	Versant Side Fund II, L.P.
	 	 	71,039	 
	Frazier Healthcare IV, L.P.
	 	 	5,425,681	 
	Frazier Affiliates IV, L.P.
	 	 	27,542	 
	Frazier Healthcare III, L.P.
	 	 	2,547,068	 
	Frazier Affiliates III, L.P.
	 	 	19,155	 
	Burrill Biotechnology Capital Fund, L.P.
	 	 	2,566,223	 
	Alloy Ventures 2002, L.P.
	 	 	3,123,445	 
	Alloy Partners 2002, L.P.
	 	 	84,333	 
	Alex A. Zaffaroni
	 	 	20,000	 
	Leah Zaffaroni
	 	 	20,000	 
	Alexander Peter Zaffaroni Trust 4/15/89
	 	 	20,000	 
	Charles Adam Zaffaroni Trust 4/15/89
	 	 	20,000	 
	Elisa Zaffaroni Trust 4/15/89
	 	 	64,000	 
	Laura Surraco
	 	 	20,000	 
	Gonzalo M. Silveira
	 	 	45,000	 
	Surinvex International Corporation
	 	 	25,000	 
	Isy Goldwasser
	 	 	32,000	 
	Peter Schultz
	 	 	32,000	 
	Kenneth Nussbacher & Loretta Nussbacher
Revocable Trust UTA 10/6/99
	 	 	32,000	 
	Arthur Kornberg
	 	 	8,000	 
	Carolyn Kornberg
	 	 	8,000	 
	1995 Diekman Revocable Trust DTD 6/30/95
	 	 	167,556	 
	David Singer
	 	 	16,000	 
	William W. Bradley
	 	 	48,000	 
	Shomar Corporation
	 	 	32,000	 
	Zderic Family Trust
	 	 	32,000	 






A-3.









 






	 	 	 	 	 
	Investors	 	Number Of Shares	 
	Holders of Series D Preferred Stock
	 	 	 	 
	 
	 	 	 	 
	Alloy Ventures 2002, L.P.
	 	 	3,785,808	 
	Alloy Partners 2002, L.P.
	 	 	102,217	 
	Delphi Ventures VI, L.P.
	 	 	5,389,342	 
	Delphi BioInvestments VI, L.P.
	 	 	53,893	 
	New Enterprise Associates 10, L.P.
	 	 	1,166,407	 
	CMEA Ventures Life Sciences 2000, L.P.
	 	 	1,100,248	 
	CMEA Ventures Life Sciences 2000, Civil Law Partnership
	 	 	66,159	 
	Versant Venture Capital II, L.P.
	 	 	3,025,951	 
	Versant Affiliates Fund II-A, L.P.
	 	 	57,424	 
	Versant Side Fund II, L.P.
	 	 	27,045	 
	Frazier Healthcare III, L.P.
	 	 	385,900	 
	Frazier Affiliates III, L.P.
	 	 	2,902	 
	Frazier Healthcare IV , L.P.
	 	 	2,707,872	 
	Frazier Affiliates IV , L.P.
	 	 	13,746	 
	5AM Ventures LLC
	 	 	408,243	 
	5 AM CO-Investors, LLC
	 	 	58,320	 
	Albert L. Zesiger
	 	 	78,000	 
	Alexa Zesiger Carver
	 	 	15,700	 
	Cudd & Co.
	 	 	27,000	 
	Barrie Ramsay Zesiger
	 	 	78,000	 
	Brook Dey Cosby
	 	 	12,000	 
	City of Milford Pension & Retirement Fund
	 	 	78,000	 
	City of Stamford Firemen’s Pension Fund
	 	 	153,000	 
	Domenic J. Mizio
	 	 	78,000	 
	Cudd & Co.
	 	 	27,000	 
	John J. & Catherine H. Kayola
	 	 	1,700	 
	Mary Estabil
	 	 	5,000	 
	Meehan Foundation
	 	 	27,000	 
	Morgan Trust Co.of the Bahamas Ltd. as Trustee
U/A/D 11/30/93
	 	 	136,000	 
	Booth & Co.
	 	 	78,000	 
	Peter Looram
	 	 	23,000	 
	Psychology Associates
	 	 	11,000	 
	Mellon Bank NA custodian for PERSI-Zesiger Capital
	 	 	311,000	 
	Theeuwes Family Trust, Felix Theeuwes Trustee
	 	 	27,000	 
	Abingworth Bioventures IV LP
	 	 	3,854,977	 
	Abingworth Bioventures IV Executives LP
	 	 	33,048	 
	Private Equity Holding-Alexza, L.L.C.
	 	 	2,332,815	 
	WestRiver Capital, LLC
	 	 	1,944,012	 
	The Board of Trustees of the Leland Stanford Junior
University (DAPER I)
	 	 	38,880	 






A-4.









 






	 	 	 	 	 
	Investors	 	Number Of Shares	 
	St. Francis Growth Fund
	 	 	38,880	 
	Burrill Life Sciences Capital Fund
	 	 	879,423	 
	Burrill Indiana Life Sciences Capital Fund
	 	 	73,143	 
	Pacific Rim AQUA Life Science No.1 Investment
Partnership
	 	 	155,521	 
	Pacific Rim AQUA Life Science No.2 Investment
Partnership
	 	 	311,042	 
	Pacific Rim AQUA Life Science No.3 Investment
Partnership
	 	 	349,922	 
	Pacific Rim AQUA Life Science No.4 Investment
Partnership
	 	 	738,725	 
	MDS Life Sciences Technology Fund II NC Limited
Partnership
	 	 	1,437,539	 
	MDS Life Sciences Technology Fund II Quebec Limited
Partnership
	 	 	506,474	 
	MLII Co-Investment Fund NC Limited Partnership
	 	 	388,802	 
	AJ Trusts Partnership
	 	 	77,760	 
	JMJ Trusts Partnership
	 	 	77,760	 
	GF 86 LLC
	 	 	77,761	 
	Joseph Klein III
	 	 	19,440	 
	Zaffaroni Revocable Trust 1/24/86
	 	 	2,250,000	 
	Zaffaroni Revocable Trust 1/24/86
	 	 	522,000	 
	Zaffaroni Family Partnership, L.P.
	 	 	780,000	 
	Leah Zaffaroni
	 	 	34,000	 
	Alejandro A. Zaffaroni
	 	 	34,000	 
	Alexander Peter Zaffaroni Trust 12/29/88
	 	 	195,000	 
	Charles Adam Zaffaroni Trust 12/29/88
	 	 	195,000	 
	Matilda Nieri
	 	 	50,000	 
	1989 Leech Living Trust
	 	 	32,636	 
	Laura Surraco
	 	 	25,000	 
	Gonzalo M. Silveira
	 	 	160,000	 
	Gianfranco Antognini
	 	 	385,000	 
	Maria Viaud
	 	 	25,000	 
	Alejandro
Zaffaroni Trustee Zaffaroni Retirement Trust: FBO M. Lorette Viaud
	 	 	15,000	 
	Donna Swanson
	 	 	33,000	 
	Alejandro Zaffaroni Trustee Zaffaroni Retirement Trust: FBO Donna Swanson
	 	 	17,000	 
	Guillermo Surraco
	 	 	180,000	 
	Caramia LLC
	 	 	45,000	 
	Carissimo LLC
	 	 	45,000	 
	Grama Ventures LLC
	 	 	90,000	 
	Luna Ventures LLC
	 	 	90,000	 
	Papageno Trust
	 	 	90,000	 
	Jack Berg
	 	 	60,000	 






A-5.









 






	 	 	 	 	 
	Investors	 	Number Of Shares	 
	Paul Berg
	 	 	10,000	 
	Surinvex International Corporation
	 	 	180,000	 
	Lobstercrew & Co.
As Nominee for T. Rowe Price Health Sciences Fund,
Inc.
	 	 	1,555,210	 
	Laura Surraco de Canessa
	 	 	25,000	 
	Farah Champsi
	 	 	38,880	 
	Edward Hurwitz
	 	 	38,880	 
	Edward Penhoet, Ph.D.
	 	 	38,880	 
	Henry Wendt III
	 	 	77,760	 
	Bower Family Revocable Trust
	 	 	13,000	 
	Natalie Davis Bower Irrevocable Trust
	 	 	6,000	 
	Audrey Louise Bower Irrevocable Trust
	 	 	6,000	 
	Joseph Glaser II
	 	 	20,000	 
	Robert J. Glaser Jr. and Christine Pisel Glaser,
Community Property
	 	 	11,000	 
	Robert Joy Glaser III 1996 Trust
	 	 	7,000	 
	Caroline Pisel Glaser 1996 Trust
	 	 	7,000	 
	Montgomery Alexza Partners
	 	 	116,641	 
	GC&H Investments LLC
	 	 	38,880	 
	WS Investment Company, LLC
	 	 	38,880	 







A-6.