exv10w15



 




Exhibit
10.15


MASTER
SECURITY AGREEMENT

dated as of May 17, 2005 (“Agreement”)




     THIS AGREEMENT is between General Electric Capital Corporation (together with its successors and
assigns, if any, “Secured Party”) and Alexza
Molecular Delivery Corporation (“Debtor”). Secured
Party has an office at 83 Wooster Heights Road, Danbury, CT 06810. Debtor is a corporation
organized and existing under the laws of the state of DE
(“the State”). Debtor’s mailing address
and chief place of business is 1001 East Meadow Circle, Palo Alto, CA 94303.




	1.	 	CREATION OF SECURITY INTEREST.





     Debtor grants to Secured Party, its successors and assigns a security interest in and
against all property listed on any collateral schedule now or in the future annexed to or made a
part of this Agreement (“Collateral Schedule”), and in and against all additions, attachments,
accessories and accessions to such property, all substitutions, replacements or exchanges
therefor, and all insurance and/or other proceeds thereof (all such property is individually and
collectively called the “Collateral”). This security interest is given to secure the payment and
performance of all debts, obligations and liabilities of any kind whatsoever of Debtor to Secured
Party, now existing or arising in the future, including but not limited to the payment and
performance of certain Promissory Notes from time to time identified on any Collateral Schedule
(collectively “Notes” and each a
“Note”), and any renewals, extensions and modifications of such
debts, obligations and liabilities (such Notes, debts, obligations and liabilities are called the
“Indebtedness”).




	2.	 	REPRESENTATIONS, WARRANTIES AND COVENANTS OF DEBTOR.





     Debtor represents, warrants and covenants as of the date of this Agreement and as of the date
of each Collateral Schedule that:



     (a) Debtor’s exact legal name is as set forth in the preamble of this Agreement and Debtor is,
and will remain, duly organized, existing and in good standing under
the laws of the State set
forth in the preamble of this Agreement, has its chief executive offices at the location specified
in the preamble, and is, and will remain, duly qualified and licensed in every jurisdiction
wherever necessary to carry on its business and operations;



     (b) Debtor has adequate power and capacity to enter into, and to perform its obligations under
this Agreement, each Note and any other documents evidencing, or given in connection with, any of
the Indebtedness (all of the foregoing are called the “Debt Documents”);



     (c) This Agreement and the other Debt Documents have been duly authorized, executed and
delivered by Debtor and constitute legal, valid and binding agreements enforceable in accordance
with their terms, except to the extent that the enforcement of remedies may be limited under
applicable bankruptcy and insolvency laws;



     (d) No approval, consent or withholding of objections is required from any governmental
authority or instrumentality with respect to the entry into, or performance by Debtor of any of the
Debt Documents, except any already obtained;



     (e) The
entry into, and performance by, Debtor of the Debt Documents will not (i) violate
any of the organizational documents of Debtor or any judgment, order, law or regulation
applicable to Debtor, or (ii) result in any breach of or constitute a default under any contract
to which Debtor is a party, or result in the creation of any lien, claim or encumbrance on any of
Debtor’s property (except for liens in favor of Secured Party)
pursuant to any indenture,
mortgage, deed of trust, bank loan, credit agreement, or other agreement or instrument to which
Debtor is a party;



     (f) There are no suits or proceedings pending in court or before any commission, board or
other administrative agency against or affecting Debtor which could, in the aggregate, have a
material adverse effect on Debtor, its business or operations, or its ability to perform its
obligations under the Debt Documents, nor does Debtor have reason to believe that any such suits or
proceedings arc threatened;



     (g) All financial statements delivered to Secured Party in connection with the Indebtedness
have been prepared in accordance with generally accepted accounting principles, and since the date
of the most recent financial statement, there has been no material adverse change in Debtors
financial condition;



     (h) The Collateral is not, and will not be, used by Debtor for personal, family or household
purposes;



     (i) The Collateral is, and will remain, in good condition and repair and Debtor will not be
negligent in its care and use;



     (j) Debtor is, and will remain, the sole and lawful owner, and in possession of, the
Collateral, and has the sole right and lawful authority to grant the security interest described
in this Agreement;



 









 





     (k) The Collateral is, and will remain, free and clear of all liens, claims and encumbrances
of any kind whatsoever, except for (i) liens in favor of Secured
Party, (ii) liens for taxes not
yet due or for taxes being contested in good faith and which do not involve, in the judgment of
Secured Party, any risk of the sale, forfeiture or loss of any of the Collateral, and (iii)
inchoate materialmen’s, mechanic’s, repairmen’s and similar liens arising by operation of law in
the normal course of business for amounts which are not delinquent (all of such liens are called
“Permitted Liens”);



     (1) Debtor is and will remain in full compliance with all laws and regulations applicable to
it including, without limitation, (i) ensuring that no person who owns a controlling interest in
or otherwise controls Debtor is or shall be (Y) listed on the Specially Designated Nationals and
Blocked Person List maintained by the Office of Foreign Assets
Control (“OFAC”), Department of
the Treasury, and/or any other similar lists maintained by OFAC pursuant to any authorizing
statute, Executive Order or regulation or (Z) a person designated under Section l(b), (c) or (d)
of Executive Order No. 13224 (September 23, 2001), any related enabling legislation or any other
similar Executive Orders, and (ii) compliance with all applicable Bank Secrecy Act (“BSA”) laws,
regulations and government guidance on BSA compliance and on the prevention and detection of
money laundering violations; and




	3.	 	COLLATERAL.





     (a) Until the declaration of any default, Debtor shall remain in possession of the Collateral;
except that Secured Party shall have the right to possess (i) any chattel paper or instrument that
constitutes a part of the Collateral, and (ii) any other Collateral in which Secured Party’s
security interest may be perfected only by possession. Secured Party may inspect any of the
Collateral during normal business hours after giving Debtor reasonable prior notice. If Secured
Party asks, Debtor will promptly notify Secured Party in writing of the location of any Collateral.



     (b) Debtor shall (i) use the Collateral only in its trade or business, (ii) maintain all of
the Collateral in good operating order and repair, normal wear and tear excepted, (iii) use and
maintain the Collateral only in compliance with manufacturers recommendations and all applicable
laws, and (iv) keep all of the Collateral free and clear of all liens, claims and encumbrances
(except for Permitted Liens).



     (c) Secured
Party does not authorize and Debtor agrees it shall not (i) part with possession
of any of the Collateral (except to Secured Party or for maintenance and repair), (ii) remove any
of the Collateral from the continental United States, or (iii) sell, rent, lease, mortgage,
license, grant a security interest in or otherwise transfer or encumber (except for Permitted
Liens) any of the Collateral.



     (d) Debtor shall pay promptly when due all taxes, license fees, assessments and public and
private charges levied or assessed on any of the Collateral, on its use, or on this Agreement or
any of the other Debt Documents. At its option, Secured Party may discharge taxes, liens, security
interests or other encumbrances at any time levied or placed on the Collateral and may pay for the
maintenance, insurance and preservation of the Collateral and effect compliance with the terms of
this Agreement or any of the other Debt Documents. Debtor agrees to reimburse Secured Party, on
demand, all costs and expenses incurred by Secured Party in connection with such payment or
performance and agrees that such reimbursement obligation shall constitute Indebtedness.



     (e) Debtor shall, at all times, keep accurate and complete records of the Collateral, and
Secured Party shall have the right to inspect and make copies of all of Debtor’s books and records
relating to the Collateral during normal business hours, after giving Debtor reasonable prior
notice.



     (f) Debtor
agrees and acknowledges that any third person who may at any time possess all or
any portion of the Collateral shall be deemed to hold, and shall hold, the Collateral as the agent
of, and as pledge holder for, Secured Party. Secured Party may at any time give notice to any third
person described in the preceding sentence that such third person is holding the Collateral as the
agent of, and as pledge holder for, the Secured Party.




	4.	 	INSURANCE.





     (a) Debtor shall at all times bear the entire risk of any loss, theft, damage to, or
destruction of, any of the Collateral from any cause whatsoever.



     (b) Debtor agrees to keep the Collateral insured against loss or damage by fire and extended
coverage perils, theft, burglary, and for any or all Collateral which are vehicles, for risk of
loss by collision, and if requested by Secured Party, against such other risks as Secured Party may
reasonably require. The insurance coverage shall be in an amount no less than the full replacement
value of the Collateral, and deductible amounts, insurers and policies shall be acceptable to
Secured Party. Debtor shall deliver to Secured Party policies or certificates of insurance
evidencing such coverage. Each policy shall name Secured Party as a loss payee, shall provide for
coverage to Secured Party regardless of the breach by Debtor of any warranty or representation made
therein, shall not be subject to co-insurance, and shall provide that coverage may not be canceled
or altered by the insurer except upon thirty (30) days prior written notice to Secured Party.
Debtor appoints Secured Party as its attorney-in-fact to make proof of loss, claim for insurance
and adjustments with insurers, and to receive payment of and execute or endorse all documents,
checks or drafts in connection with insurance payments. Secured Party shall not act as Debtor’s
attorney-in-fact unless Debtor is in default. Proceeds of insurance shall be applied, at the option
of Secured Party, to repair or replace the Collateral or to reduce any of the Indebtedness.




	5.	 	REPORTS.




 









 











     (a) Debtor shall promptly notify Secured Party of (i) any change in the name of Debtor, (ii)
any change in the state of its incorporation, organization or registration, (iii) any relocation
of its chief executive offices, (iv) any relocation of any of the Collateral, (v) any of the
Collateral being lost, stolen, missing, destroyed, materially damaged
or worn out, or (vi) any
lien, claim or encumbrance other than Permitted Liens attaching to or being made against any of
the Collateral.



     (b) Debtor will deliver to Secured Party financial statements as follows. If Debtor is a
privately held company, then Debtor agrees to provide quarterly financial statements, certified by
Debtor’s president or chief financial officer including a balance sheet, statement of operations
and cash flow statement within 45 days of each quarter end and its complete audited annual
financial statements, certified by a recognized firm of certified public accountants, within 120
days of fiscal year end or at such time as Debtor’s Board of
Directors receives the audit. If
Debtor is a publicly held company, then Debtor agrees to provide quarterly unaudited statements
and annual audited statements, certified by a recognized firm of certified public accountants,
within 10 days after the statements are provided to the Securities and Exchange Commission
(“SEC”). All such statements are to be prepared using generally accepted accounting principles
(“GAAP”) and, if Debtor is a publicly held company, are to be in compliance with SEC requirements.




	6.	 	FURTHER ASSURANCES.





     (a) Debtor shall, upon request of Secured Party, furnish to Secured Party such further
information, execute and deliver to Secured Party such documents and instruments (including,
without limitation, Uniform Commercial Code financing statements) and shall do such other acts and
things as Secured Party may at any time reasonably request relating to the perfection or protection
of the security interest created by this Agreement or for the purpose of carrying out the intent of
this Agreement. Without limiting the foregoing, Debtor shall cooperate and do all acts deemed
necessary or advisable by Secured Party to continue in Secured Party a perfected first security
interest in the Collateral, and shall obtain and furnish to Secured Party any subordinations,
releases, landlord waivers, lessor waivers, mortgagee waivers, or control agreements, and similar
documents as may be from time to time requested by, and in form and substance satisfactory to,
Secured Party.



     (b) Debtor authorizes Secured Party to file a financing statement and amendments thereto
describing the Collateral and containing any other information required by the applicable Uniform
Commercial Code. Debtor irrevocably grants to Secured Party the power to sign Debtor’s name and
generally to act on behalf of Debtor to execute and file applications for title, transfers of
title, financing statements, notices of lien and other documents pertaining to any or all of the
Collateral; this power is coupled with Secured Party’s interest in the Collateral. Debtor shall, if
any certificate of title be required or permitted by law for any of the Collateral, obtain and
promptly deliver to Secured Party such certificate showing the lien of this Agreement with respect
to the Collateral. Debtor ratifies its prior authorization for Secured Party to file financing
statements and amendments thereto describing the Collateral and containing any other information
required by the Uniform Commercial Code if filed prior to the date hereof.



     (c) Debtor shall indemnify and defend the Secured Party, its successors and assigns, and their
respective directors, officers and employees, from and against all claims, actions and suits
(including, without limitation, related attorneys’ fees) of any kind whatsoever arising, directly
or indirectly, in connection with any of the Collateral.




	7.	 	DEFAULT AND REMEDIES.





     (a) Debtor shall be in default under this Agreement and each of the other Debt Documents if:



          (i) Debtor breaches its obligation to pay when due any installment or other amount due or
coming due under any of the Debt Documents and fails to cure the breach within ten (10) days;




          (ii) Debtor, without the prior written consent of Secured Party, attempts to or does sell,
rent, lease, license, mortgage, grant a security interest in, or otherwise transfer or encumber
(except for Permitted Liens) any of the Collateral;




          (iii) Debtor breaches any of its insurance obligations under Section 4;




          (iv) Debtor
breaches any of its other obligations under any of the Debt Documents and fails
to cure that breach within thirty (30) days after written notice from Secured Party;




          (v) Any warranty, representation or statement made by Debtor in any of the Debt Documents or
otherwise in connection with any of the Indebtedness shall be false or misleading in any material
respect;




          (vi) Any of the Collateral is subjected to attachment, execution, levy, seizure or
confiscation in any legal proceeding or otherwise, or if any legal or administrative proceeding
is commenced against Debtor or any of the Collateral, which in the good faith judgment of Secured
Party subjects any of the Collateral to a material risk of attachment, execution, levy, seizure
or confiscation and no bond is posted or protective order obtained to negate such risk;




          (vii) Debtor breaches or is in default under any other agreement between Debtor and Secured
Party;




 









 





          (viii) Debtor
or any guarantor or other obligor for any of the Indebtedness (collectively
“Guarantor”) dissolves, terminates its existence, becomes insolvent or ceases to do business as a
going concern;




          (ix) If Debtor or any Guarantor is a natural person, Debtor or any such Guarantor dies or
becomes incompetent;




          (x) A receiver is appointed for all or of any part of the property of Debtor or any
Guarantor, or Debtor or any Guarantor makes any assignment for the benefit of creditors;




          (xi) Debtor or any Guarantor files a petition under any bankruptcy, insolvency or
similar law, or any such petition is filed against Debtor or any Guarantor and is not
dismissed within forty-five (45) days;




          (xii) Debtor’s improper filing of an amendment or termination statement relating to a filed
financing statement describing the Collateral;




          (xiii) There is a material adverse change in the Debtor’s financial condition as
determined solely by Secured Parry. It being understood that Debtor’s business plan calls for
continuing losses and a need for additional cash on or about December 31, 2006, and such
financial performance will not be deemed to be a material adverse change in Debtor’s
financial condition;




          (xiv) Any Guarantor revokes or attempts to revoke its guaranty of any of the Indebtedness
or fails to observe or perform any covenant, condition or agreement to be performed under any
guaranty or other related document to which it is a party;




          (xv) Debtor defaults under any other material obligation for (A) borrowed money, (B) the
deferred purchase price of property or (C) payments due under any lease agreement;




          (xvi) At any time during the term of this Agreement Debtor sells more than 50% of its
interest in the company to another corporation or business or all or substantially all of its
assets without Secured Party’s prior written consent; or




     (b) If
Debtor is in default, the Secured Party, at its option, may declare any or all of the
Indebtedness to be immediately due and payable, without demand or notice to Debtor or any
Guarantor. The accelerated obligations and liabilities shall bear interest (both before and after
any judgment) until paid in full at the lower of eighteen percent (18%) per annum or the maximum
rate not prohibited by applicable law.



     (c) After
default, Secured Party shall have all of the rights and remedies of a
Secured Party
under the Uniform Commercial Code, and under any other applicable law. Without limiting the
foregoing, Secured Party shall have the right to (i) notify any account debtor of Debtor or any
obligor on any instrument which constitutes part of the Collateral to make payment to the Secured
Party, (ii) with or without legal process, enter any premises where the Collateral may be and take
possession of and remove the Collateral from the premises or store it on the premises, (iii) sell
the Collateral at public or private sale, in whole or in part, and have the right to bid and
purchase at said sale, or (iv) lease or otherwise dispose of all or part of the Collateral,
applying proceeds from such disposition to the obligations then in default. If requested by
Secured Party, Debtor shall promptly assemble the Collateral and make it available to Secured Party
at a place to be designated by Secured Party which is reasonably convenient to both parties.
Secured Party may also render any or all of the Collateral unusable at the Debtor’s premises and
may dispose of such Collateral on such premises without liability for real or costs. Any notice
that Secured Party is required to give to Debtor under the Uniform Commercial Code of the time and
place of any public sale or the time after which any private sale or other intended disposition of
the Collateral is to be made shall be deemed to constitute reasonable notice if such notice is
given to the last known address of Debtor at least five (5) days prior to such action.



     (d) Proceeds, from any sale or lease or other disposition shall be applied: first, to all
costs of repossession, storage, and disposition including without limitation attorneys’,
appraisers’, and auctioneers’ fees; second, to discharge the obligations then in default; third,
to discharge any other Indebtedness of Debtor to Secured Party, whether as obligor, endorser,
guarantor, surety or indemnitor, fourth, to expenses incurred in paying or settling liens and
claims against the Collateral; and lastly, to Debtor, if there exists any surplus. Debtor shall
remain fully liable for any deficiency.



     (e) Debtor agrees to pay all reasonable attorneys’ fees and other costs incurred by Secured
Party in connection with the enforcement, assertion, defense or preservation of Secured Party’s
rights and remedies under this Agreement, or if prohibited by law, such lesser sum as may be
permitted. Debtor further agrees that such fees and costs shall constitute Indebtedness.



     (f) Secured
Party’s rights and remedies under this Agreement or otherwise arising are
cumulative and may be exercised singularly or concurrently. Neither the failure nor any delay on
the part of the Secured Party to exercise any right, power or privilege under this Agreement shall
operate as a waiver, nor shall any single or partial exercise of any right, power or privilege
preclude any other or further exercise of that or any other right, power or privilege. SECURED
PARTY SHALL NOT BE DEEMED TO HAVE WAIVED ANY OF ITS RIGHTS UNDER THIS AGREEMENT OR UNDER ANY OTHER
AGREEMENT, INSTRUMENT OR PAPER SIGNED BY DEBTOR UNLESS SUCH WAIVER IS EXPRESSED IN WRITING AND
SIGNED BY SECURED PARTY. A waiver on any one occasion shall not be construed as a bar to or
waiver of any right or remedy on any future occasion.



     (g) DEBTOR AND SECURED PARTY UNCONDITIONALLY WAIVE THEIR RIGHTS TO A JURY TRIAL OF ANY CLAIM
OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT, ANY
OF THE OTHER DEBT DOCUMENTS, ANY OF THE INDEBTEDNESS



 









 







SECURED HEREBY, ANY DEALINGS BETWEEN DEBTOR AND SECURED PARTY RELATING TO THE SUBJECT MATTER OF
THIS TRANSACTION OR ANY RELATED TRANSACTIONS, AND/OR THE RELATIONSHIP THAT IS BEING ESTABLISHED
BETWEEN DEBTOR AND SECURED PARTY. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL ENCOMPASSING OF
ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT. THIS WAIVER IS IRREVOCABLE. THIS WAIVER MAY
NOT BE MODIFIED EITHER ORALLY OR IN WRITING. THE WAIVER ALSO SHALL APPLY TO ANY SUBSEQUENT
AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT, ANY OTHER DEBT DOCUMENTS, OR
TO ANY OTHER DOCUMENTS OR AGREEMENTS RELATING TO THIS TRANSACTION OR ANY RELATED TRANSACTION. THIS
AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.




	8.	 	MISCELLANEOUS.





     (a) This Agreement, any Note and/or any of the other Debt Documents may be assigned, in whole
or in part, by Secured Party without notice to Debtor, and Debtor agrees not to assert against any
such assignee, or assignee’s assigns, any defense, set-off, recoupment claim or counterclaim which
Debtor has or may at any time have against Secured Party for any reason whatsoever. Debtor agrees
that if Debtor receives written notice of an assignment from Secured Party, Debtor will pay all
amounts payable under any assigned Debt Documents to such assignee or as instructed by Secured
Party. Debtor also agrees to confirm in writing receipt of the notice of assignment as may be
reasonably requested by Secured Party or assignee.



     (b) All notices to be given in connection with this Agreement shall be in writing, shall be
addressed to the parties at their respective addresses set forth in this Agreement (unless and
until a different address may be specified in a written notice to the other party), and shall be
deemed given (i) on the date of receipt if delivered in hand or by facsimile transmission, (ii) on
the next business day after being sent by express mail, and (iii) on the fourth business day after
being sent by regular, registered or certified mail. As used herein, the term “business day” shall
mean and include any day other than Saturdays, Sundays, or other days on which commercial banks in
New York, New York are required or authorized to be closed.



     (c) Secured
Party may correct patent errors and fill in all blanks in this Agreement or in any
Collateral Schedule consistent with the agreement of the parties.



     (d) Time is of the essence of this Agreement. This Agreement shall be binding, jointly and
severally, upon all parties described as the “Debtor” and their respective heirs, executors,
representatives, successors and assigns, and shall inure to the benefit of Secured Party, its
successors and assigns.



     (e) This Agreement and its Collateral Schedules constitute the entire agreement between the
parties with respect to the subject matter of this Agreement and supersede all prior understandings
(whether written, verbal or implied) with respect to such subject matter. THIS AGREEMENT AND ITS
COLLATERAL SCHEDULES SHALL NOT BE CHANGED OR TERMINATED ORALLY OR BY COURSE OF CONDUCT, BUT ONLY BY
A WRITING SIGNED BY BOTH PARTIES. Section headings contained in this Agreement have been included
for convenience only, and shall not affect the construction or interpretation of this Agreement.



     (f) This Agreement shall continue in full force and effect until all of the Indebtedness has
been indefeasibly paid in full to Secured Party or its assignee. The surrender, upon payment or
otherwise, of any Note or any of the other documents evidencing any of the Indebtedness shall not
affect the right of Secured Party to retain the Collateral for such other Indebtedness as may then
exist or as it may be reasonably contemplated will exist in the future. This Agreement shall
automatically be reinstated if Secured Party is ever required to return or restore the payment of
all or any portion of the Indebtedness (all as though such payment had never been made).



     (g) Upon prior notice and Debtor’s written consent which will not be unreasonably withheld,
Debtor will authorize Secured Party to use its name,
logo and/or trademark in connection with certain promotional materials that Secured Party may
disseminate to the public. The promotional materials may include, but are not limited to,
brochures, video tape, internet website, press releases, advertising in newspaper and/or other
periodicals, lucites, and any other materials relating the fact that Secured Party has a financing
relationship with Debtor. Nothing herein obligates Secured Party to use Debtor’s name, logo and/or
trademark, in any promotional materials of Secured Party.




     (h) THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL IN ALL
RESPECTS BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF
CONNECTICUT (WITHOUT REGARD TO THE CONFLICT OF LAWS PRINCIPLES OF SUCH STATE), INCLUDING ALL
MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE, REGARDLESS OF THE LOCATION OF THE COLLATERAL.



 









 





IN WITNESS WHEREOF, Debtor and Secured Party, intending to be legally bound hereby, have duly
executed this Agreement in one or more counterparts, each of which shall be deemed to be an
original, as of the day and year first aforesaid.



	 	 	 	 	 	 	 
	SECURED PARTY:	 	DEBTOR:
	 
	 	 	 	 	 	 
	General Electric Capital Corporation	 	Alexza Molecular Delivery Corporation
	 
	 	 	 	 	 	 
	By:

	 	/s/ John Eder
	 	By:
	/s/ August J. Moretti
	 

	 	 
	 	 	 
	Name: JOHN EDER

	 	Name: AUGUST J. MORETTI

	Title: SVP

	 	Title: CFO







 









 





AMENDMENT




          THIS AMENDMENT is made as of the 18th day of May, 2005, between General Electric Capital
Corporation (“Secured Party”) and Alexza Molecular Delivery Corporation (“Debtor”) in connection
with that certain Master Security Agreement, dated as of May 17, 2005 (“Agreement”). The terms of
this Amendment are hereby incorporated into the Agreement as though fully set forth therein.
Section references below refer to the section numbers of the Agreement. The Agreement is hereby
amended as follows:





	 	2.	 	REPRESENTATIONS, WARRANTIES AND COVENANTS OF DEBTOR.






Subsection (m) is hereby added to and made a part of the Agreement and reads as follows:




"(m)
Debtor’s Intellectual Property, as defined in Section 7 below, is and will remain
free and clear of all liens, claims and encumbrances of any kind whatsoever, except for
Permitted Liens as defined in subsection (k) of this Section.”




	 	7.	 	DEFAULT AN REMEDIES.






Subsection (a) (xvii) is hereby added to and made a part of the Agreement and reads as
follows:




(xvii) Debtor or any guarantor or other obligor for any of the Indebtedness sells,
transfers, assigns, mortgages, pledges, leases, grants a security interest in or encumbers
any or all of Debtor’s Intellectual Property now existing or hereafter acquired.
Intellectual Property shall consist of but not be limited to any and all owned or licensed
patents, trademarks and copyrights. For purposes of this paragraph xvii, licenses or
sublicenses by the Debtor of its Intellectual Property as part of a research and
development or similar arrangement shall be excluded. Debtor shall provide Lessor with a
listing of licenses and sublicenses granted to third parties within ten (10) days of
receipt of written request.”



            TERMS USED, BUT NOT OTHERWISE DEFINED HEREIN SHALL HAVE THE MEANINGS GIVEN TO THEM IN THE
AGREEMENT. EXCEPT AS EXPRESSLY AMENDED HEREBY, THE AGREEMENT SHALL REMAIN IN FULL FORCE AND
EFFECT. IF THERE IS ANY CONFLICT BETWEEN THE PROVISIONS OF THE AGREEMENT AND THIS AMENDMENT,
THEN THIS AMENDMENT SHALL CONTROL.




       IN WITNESS WHEREOF, the parties hereto have executed this Amendment simultaneously with the
Agreement by signature of their respective authorized representative set forth below.



	 	 	 	 	 	 	 
	General Electric Capital Corporation	 	Alexza Molecular Delivery Corporation
	 
	 	 	 	 	 	 
	By:

	 	/s/ John Eder
	 	By:
	 	/s/ August J. Moretti
	 

	 	 
	 	 	 	 
	Name:

	 	JOHN EDER
	 	Name:
	 	AUGUST J. MORETTI
	Title:

	 	SVP
	 	Title:
	 	CFO






Amendment to Master Security Agreement