exv10w50






EXHIBIT 10.50




                    , 2009




Via Hand Delivery




[Name]

Alexza Pharmaceuticals, Inc.

2091 Stierlin Court

Mountain View, CA 94043




Re: Amendment to Change of Control Agreement




Dear [Name]:




Reference is hereby made to that certain Change of Control Agreement (the “Change of Control
Agreement”) by and between you and Alexza Pharmaceuticals, Inc. (the “Company”). In consideration
of your continued employment, this agreement (the “Amendment”) amends the Change of Control
Agreement as set forth below. Capitalized terms not otherwise defined herein shall have the
meaning given them in the Change of Control Agreement.




     1. Amendment to Section 3(b) of the Change of Control Agreement. Section 3(b) of
the Change of Control Agreement is hereby amended and restated in its entirety to read as follows:




“(b) all stock options, restricted stock units and other stock awards in the
Company theretofore granted to you, and any restricted stock owned by you subject
to a right of repurchase by the Company, shall vest immediately upon the Notice
Date; provided that, the relevant stock option plan and such stock options,
restricted stock units and other stock awards, as applicable, shall not have
otherwise terminated in accordance with the terms thereof; and”



     2. Miscellaneous. Pursuant to Section 11 of the Change of Control Agreement, this
Amendment shall be effective upon the execution hereof by your and a duly authorized officer of the
Company. Except as amended as set forth above, the Change of Control Agreement shall continue in
full force and effect. This Amendment is intended to be the sole agreement of the parties as it
relates to the subject matter hereof and does hereby supersede all other agreements of the parties
relating to the subject matter hereof. In the event of any inconsistencies between this Amendment
and the Change of Control Agreement, the terms of this Amendment shall govern. Except as provided
for herein, all other terms and conditions of the Change of Control Agreement shall remain
unchanged. This Amendment may not be modified or amended except in writing signed by you and a
duly authorized officer of the Company. This Amendment will be deemed to have been entered into
and will be construed and enforced in accordance with the laws of the State of California as
applied to contracts made and to be performed entirely within California.



     3. Successors and Binding Agreement. This Amendment will be binding upon and inure
to the benefit of the Company and any successor to the Company, including without limitation any
persons acquiring directly or indirectly all or substantially all of the business or assets of the
Company whether or not through a Corporate Transaction (and such successor shall thereafter be
deemed the “Company” for the purposes of this Amendment). This Amendment will inure to the benefit
of and be enforceable by your personal or legal representatives, executors, administrators,
successors, heirs, distributees and legatees.



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     4. Severability. If any provision of this Amendment shall be determined to be
invalid or unenforceable by a court of competent jurisdiction, the remaining provisions of this
Amendment shall be unaffected thereby and shall remain in full force and effect to the fullest
extent permitted by law.



     5. Independent Counsel. You acknowledge that this Amendment has been prepared on
behalf of the Company by counsel to the Company and that this counsel does not represent you, and
is not acting on your behalf. You have been provided with an opportunity to consult with your own
counsel with respect to this Amendment. You understand that the Company does not make any
representation or warranty as to the tax treatment of your stock options, restricted stock units or
other stock awards.



     6. Counterparts. This Amendment may be executed in one or more counterparts, each of
which shall be deemed to be an original but all of which together will constitute one and the same
agreement.



The Company appreciates your continuing contributions to Alexza Pharmaceuticals, Inc. Please sign
below to indicate your understanding and acceptance of this Amendment and return the signed
original to me at your earliest convenience.




Very truly yours,




Alexza Pharmaceuticals, Inc.




By:    
                      
                       
                       
    




Name:
   
                      
                       
                  
    




Title:
   
                      
                       
                    
    




Understood and Agreed:




	 	 	 	 	 
	 

[Name]

	 	 

Date
	 	 






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