Second Amendment to Services Agreement - Elan Drug Delivery, Inc.



 Exhibit 10.35 
 Via Overnight Mail and Email 
 Elan Drug Delivery, Inc. 
 3000 Horizon Drive 
 King of Prussia, PA 19406 

	Attn:	James L. Botkin, President and Chief Executive Officer 

 MAP
Pharmaceuticals, Inc. 
 2400 Bayshore Parkway, Suite 200 
 Mountain View, CA 94043 

	Attn:	Timothy S. Nelson, President and Chief Executive Officer 

  

	Re:	Second Amendment to Services Agreement 

 Dear Mr. Botkin and
Mr. Nelson: 
 Reference is made to that certain Services Agreement, dated as of February 3, 2005, by and between Elan Drug
Delivery, Inc. (“EDDI”) and MAP Pharmaceuticals, Inc. (“MAP”), as amended by that certain First Amendment thereto, dated December 18, 2008, by and between EDDI and MAP and, with respect to which amendment
AstraZeneca AB is a party to the extent set forth in Section 7 thereof (such agreement, as amended, the “Services Agreement”). 
 Pursuant to Clause 10.5A of the Services Agreement, AstraZeneca AB and EDDI are required to [***] contemplated in such Clause by [***]. AstraZeneca AB and EDDI are in the process of [***], and desire to amend the
Services Agreement to [***]. 
 EDDI, MAP, and AstraZeneca AB hereby agree as follows: 
 1. The final sentence in Clause 10.5A of the Services Agreement is hereby amended to read as follows: 
 “EPIL and the Sublicense Counter Party shall [***] on or before [***].” 
  
 [*] = Certain information in this document has been omitted and filed separately with the
Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. 









 2. This letter agreement and the rights and obligations of EDDI, MAP, and AstraZeneca AB hereunder shall
be governed by and construed under the laws of the State of New York, without regard to its choice of laws provisions. This letter agreement and the Services Agreement constitute the entire agreement between EDDI, MAP, and AstraZeneca AB with
respect to the subject matter hereof and all prior agreements with respect thereto are superseded hereby. No amendment or modification hereto shall be binding unless in writing and duly executed by the authorized representatives of EDDI, MAP, and
AstraZeneca AB. This letter agreement may be executed in one or more counterpart copies, each of which shall be deemed an original and all of which shall together be deemed to constitute one agreement. 
 Please sign and date this letter agreement in the space provided below to confirm the mutual agreements set forth herein. 
  

			
	Very truly yours,
	
	ASTRAZENECA AB (publ)
		
	By:	 	[***]
	Name:	 	[***]
	Title:	 	Authorised Signatory
		
	Date:	 	16 February, 2009


 Accepted and agreed as of the date written below: 
  

			
	ELAN DRUG DELIVERY, INC.
		
	By:	 	/s/ James L. Botkin
	Name:	 	James L. Botkin
	Title:	 	President & CEO
		
	Date:	 	17 Feb 2009

 Accepted and agreed as of the date written below: 
  

			
	MAP PHARMACEUTICALS, INC.
		
	By:	 	/s/ Timothy S. Nelson
	Name:	 	Timothy S. Nelson
	Title:	 	President & CEO
		
	Date:	 	February 13, 2009

  
 [*] = Certain information in this
document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.