EX-10.4



 Exhibit 10.4 

SECOND AMENDMENT TO AMENDED AND RESTATED CAPITAL 

EXPENDITURE AND EQUIPMENT AGREEMENT 

THIS SECOND AMENDMENT TO THE AMENDED AND RESTATED CAPITAL EXPENDITURE AND EQUIPMENT AGREEMENT (this
“Amendment”) is effective as of January 30, 2014 (the “Amendment Effective Date”) between 

ACELRX PHARMACEUTICALS, INC., 

a corporation existing under the laws of the State of Delaware, located at 575 Chesapeake Drive, Redwood City, California 94063
(“AcelRx”) 
 -and- 

PATHEON PHARMACEUTICALS INC., 

a corporation existing under the laws of the State of Delaware, located at 2110 East Galbraith Road, Cincinnati, Ohio 45237-1625
(“Patheon”). 
 BACKGROUND 

AcelRx and Patheon entered into an Amended and Restated Capital Expenditure and Equipment Agreement dated December 11, 2012 as amended July 26, 2013
(the “Agreement”). The purpose of this Amendment is to revise the Agreement to include additional capital for Phase III manufacturing Facility Modifications. 

AGREEMENT 
 NOW,
THEREFORE, in consideration of the rights conferred and the obligations assumed herein, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, the parties hereby agree as follows: 

 

	 	1.	Amendment 

  

	 	(a)	In Section 3(b), Expenditures and Payment, and Section 4(a), Patheon Use of Facility Modifications and Dedicated Equipment, the reference to “$3,669,404 is deleted and is replaced with
“$4,382,912.” 


  
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	 	(b)	Schedule B of the Agreement is deleted in its entirety and is replaced with the attached “REVISED SCHEDULE B.” 


 

	 	(c)	The “Background” section of this document is expressly incorporated into this Amendment. 

  

	 	2.	General 

 All other terms and conditions of the Agreement shall continue
unchanged and remain in full force and effect. 
 IN WITNESS WHEREOF the duly authorized representatives of the parties have executed this
Agreement. 
  

									
	ACELRX PHARMACEUTICALS, INC.	 		 	PATHEON PHARMACEUTICALS INC.
					
	By:	 	 /s/ James Welch
	 		 	By:	 	 /s/ Francis P. McCune

	Name:	 	 James Welch
	 		 	Name:	 	 Francis P. McCune

	Title:	 	 CFO
	 		 	Title:	 	 Secretary



  
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 Revised Schedule B 

 

					
	 Facility Modifications
	  			
	 Phase I
	  			
	 Renovated space for process room and corridor with white zone finishes, Cat3B gowning, material airlock, CII Security
	  	$	434,202	  
	 Utility modifications: existing unit HVAC once thru air, THP monitoring, Compressed air piping, piped Chilled water, piped Purified
water, piped city water, Portable Cat3b central vacuum, portable CAT3b dust collection, Misting shower, 230V and 110V power, bottled nitrogen
	  	$	390,068	  
	 Engineering Cost. This cost will be charged on a time and materials basis, and is estimated to be equal to 12% of the total cost of the
first two line items in this table.
	  	$	98,912	  
	 Facility Qualification Cost. This cost will be charged on a time and materials basis, and is estimated to be equal to 5% of the total
cost for the first two line items in this table.
	  	$	41,214	  
	 Contingency. This cost covers charges for items that have not yet been determined, and is estimated to be equal to 15% of the total
cost for the first two line items in this table.
	  	$	123,641	  
	 Cartridge filling line Facility Support
	  	$	10,500	  
	 Total Phase I
	  	$	1,098,537	  
	 Phase II—Bldg. 6 Packaging/Processing Suites
	  			
	 Renovated space for 2 additional processing rooms, all with white zone finishes, material airlock modifications, CII security. (Direct
cost $480,437)
	  			
	 Utility modifications: new HVAC unit with once thru air sized for Phase 2 and 3, additional THP monitoring, compressed air piping,
piped Purified water, piped city water, new CAT3b central vacuum,new Cat3b dust collection, 230 V and 110 V power, piped nitrogen.waster water collection system. (Direct cost $1,467,190)
	  	$	1,947,627	  
	 Contingency (15% of direct costs ($292,144))
	  	$	292,144	  
	 Engineering Cost (12%)
	  	$	233,715	  
	 Qualification Cost (5%)
	  	$	97,381	  
	 Total Phase II
	  	$	2,570,867	  
	 Phase III—Bldg. 6 Processing Suite and associated support areas
	  			
	 Processing room, equipment storage and wash-up area, gowning and material airlocks, CII security and access corridor.
	  	$	225,335	  
	 Utility modifications, including HVAC, facility and process piping, electrical service and THP & controls.
	  	$	315,505	  
	 Engineering Cost (12%)
	  	$	64,500	  
	 Qualification Cost (5%)
	  	$	27,042	  
	 Contingency (15%)
	  	$	81,126	  
	 Total Phase III
	  	$	713,508	  
	 Total Facility Modifications
	  	$	4,382,912	  


  
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