10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

FORM 10-Q

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2015

or

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                      to                     

Commission File Number 000-51820

ALEXZA PHARMACEUTICALS, INC.

(Exact name of registrant as specified in its charter)

Delaware	77-0567768
(State or other Jurisdiction of Incorporation or Organization)	(IRS Employer Identification No.)

2091 Stierlin Court Mountain View, California	94043
(Address of principal executive offices)	(Zip Code)

(Registrant’s telephone number, including area code): (650) 944-7000

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  x    No  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	¨  (do not check if a smaller reporting company)	Smaller reporting company	x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  x

Total number of shares of common stock outstanding as of August 3, 2015: 19,444,729.

ALEXZA PHARMACEUTICALS, INC.

TABLE OF CONTENTS

		page
PART I. FINANCIAL INFORMATION
Item 1.	Financial Statements
	Condensed Consolidated Balance Sheets as of June 30, 2015 and December 31, 2014		3
	Condensed Consolidated Statements of Loss and Comprehensive Loss for the three and six months ended June  30, 2015 and 2014		4
	Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2015 and 2014		5
	Notes to Condensed Consolidated Financial Statements		6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		20
Item 3.	Quantitative and Qualitative Disclosures About Market Risk		29
Item 4.	Controls and Procedures		29
PART II. OTHER INFORMATION			31
Item 1A.	Risk Factors		31
Item 1.	Legal Proceedings		57
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		57
Item 3.	Defaults Upon Senior Securities		57
Item 4.	Mine Safety Disclosures		57
Item 5.	Other Information		57
Item 6.	Exhibits		57
SIGNATURES			58
EXHIBIT INDEX			59

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

ALEXZA PHARMACEUTICALS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands)

(unaudited)

	June 30, 2015			December 31, 2014(1)
ASSETS
Current assets:
Cash and cash equivalents	$	12,193		$	15,200
Marketable securities		3,503			19,574
Receivables		303			173
Inventory		1,407			3,729
Prepaid expenses and other current assets		1,565			3,109
Total current assets		18,971			41,785
Property and equipment, net		11,014			13,953
Restricted cash		—			2,757
Other assets		2,648			3,065
Total assets	$	32,633		$	61,560
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Accounts payable	$	2,618		$	1,799
Accrued clinical trial expenses		689			875
Other accrued expenses		2,831			4,693
Current portion of contingent consideration liability		900			1,700
Current portion of deferred revenue		2,970			2,450
Total current liabilities		10,008			11,517
Deferred rent		4,106			4,781
Noncurrent portion of contingent consideration liability		15,000			29,100
Noncurrent portion of deferred revenues		1,424			3,063
Noncurrent portion of financing obligations		64,530			63,767
Other noncurrent liabilities		1,475			985
Stockholders’ deficit:
Preferred stock		—			—
Common stock		2			2
Additional paid-in-capital		359,902			359,308
Accumulated other comprehensive loss		—			(3	)
Accumulated deficit		(423,814	)		(410,960	)
Total stockholders’ deficit		(63,910	)		(51,653	)
Total liabilities and stockholders’ deficit	$	32,633		$	61,560

(1) The condensed consolidated balance sheet at December 31, 2014 has been derived from audited consolidated financial statements at that date.

See accompanying notes to the financial statements.

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ALEXZA PHARMACEUTICALS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF LOSS AND COMPREHENSIVE LOSS

(in thousands, except per share amounts)

(unaudited)

	Three Months Ended June 30,						Six Months Ended June 30,
	2015			2014			2015			2014
Collaboration revenue	$	629		$	368		$	1,247		$	2,097
Product sales		1,246			1,116			1,333			1,553
Total revenue		1,875			1,484			2,580			3,650
Operating expenses:
Cost of goods sold		4,132			4,903			10,279			8,694
Research and development		3,761			4,032			7,585			7,162
General and administrative		3,423			3,898			7,160			7,946
Total operating expenses		11,316			12,833			25,024			23,802
Loss from operations		(9,441	)		(11,349	)		(22,444	)		(20,152	)
(Loss)/gain on change in fair value of contingent consideration liability		(801	)		7,599			14,032			6,449
Interest and other income/ (expense), net		(10	)		2			(15	)		8
Interest expense		(2,198	)		(2,214	)		(4,427	)		(3,002	)
Net loss	$	(12,450	)	$	(5,962	)	$	(12,854	)	$	(16,697	)
Basic and diluted net loss per share	$	(0.63	)	$	(0.34	)	$	(0.65	)	$	(0.96	)
Shares used to compute basic and diluted net loss per share		19,775			17,331			19,763			17,307
Other Comprehensive Loss
Change in unrealized gain/(loss) on marketable securities		1			2			3			1
Comprehensive loss	$	(12,449	)	$	(5,960	)	$	(12,851	)	$	(16,696	)

See accompanying notes to the financial statements.

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ALEXZA PHARMACEUTICALS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

	Six Months Ended June 30,
	2015			2014
Cash flows from operating activities:
Net loss	$	(12,854	)	$	(16,697	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Share-based compensation		563			1,361
Change in fair value of contingent consideration liability		(14,032	)		(6,449	)
Amortization of debt discount, deferred interest and right-to-borrow asset		1,180			1,027
Amortization of premium on available-for-sale securities		80			50
Depreciation and amortization		1,602			1,670
Impairment of property and equipment		1,381			—
Changes in operating assets and liabilities:
Receivables		(130	)		(889	)
Inventory		2,322			(527	)
Prepaid expenses and other current assets		1,544			(626	)
Accounts payable		819			(1,134	)
Accrued clinical and other accrued liabilities		(2,048	)		(830	)
Deferred revenues		(1,119	)		(1,093	)
Other liabilities		(185	)		(468	)
Net cash used in operating activities		(20,877	)		(24,605	)
Cash flows from investing activities:
Purchases of available-for-sale securities		(5,796	)		(33,130	)
Maturities of available-for-sale securities		21,790			8,575
Purchases of property and equipment		(44	)		(2,461	)
Net cash provided by (used in) investing activities		15,950			(27,016	)
Cash flows from financing activities:
Proceeds from issuance of common stock and warrants and exercise of stock options and stock purchase rights		31			198
Change in restricted cash		2,757			(5,562	)
Payment on contingent consideration liability		(868	)		(251	)
Proceeds from financing obligations, net of issuance costs		—			50,830
Payments of financing obligations		—			(383	)
Net cash provided by financing activities		1,920			44,832
Net decrease in cash and cash equivalents		(3,007	)		(6,789	)
Cash and cash equivalents at beginning of period		15,200			17,306
Cash and cash equivalents at end of period	$	12,193		$	10,517
Supplemental Disclosure of Cash Flow Information
Non cash investing and financing activities:
Value of warrants issued with royalty securitization financing	$	—		$	1,721
Value of the beneficial conversion feature related to borrowings against the Teva Note	$	—		$	1,032
Value of right-to-borrow asset reclassified as debt discount	$	—		$	570

See accompanying notes to the financial statements.

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ALEXZA PHARMACEUTICALS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1. The Company and Basis of Presentation

Business

We were incorporated in the state of Delaware on December 19, 2000 as FaxMed, Inc., changed our name to Alexza Corporation in June 2001 and in December 2001 became Alexza Molecular Delivery Corporation. In July 2005, we changed our name to Alexza Pharmaceuticals, Inc.

We are a pharmaceutical company focused on the research, development, and commercialization of novel proprietary products for the acute treatment of central nervous system conditions. We operate in one business segment. Our facilities and employees are currently located in the United States.

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not contain all of the information and footnotes required for complete financial statements. In the opinion of management, the accompanying unaudited condensed consolidated financial statements reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly our interim condensed consolidated financial information. The results for the three and six months ended June 30, 2015 are not necessarily indicative of the results to be expected for the year ending December 31, 2015 or for any other interim period or any other future year.

The accompanying unaudited condensed consolidated financial statements and notes to condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements for the year ended December 31, 2014 included in our Annual Report on Form 10-K filed with the Securities and Exchange Commission, or SEC, on March 13, 2015.

Basis of Consolidation

The unaudited condensed consolidated financial statements include our accounts and those of our wholly-owned subsidiaries. All significant intercompany balances and transactions have been eliminated.

2. Need to Raise Additional Capital

We have incurred significant losses from operations since inception and expect losses to continue for the foreseeable future. As of June 30, 2015, we had cash, cash equivalents, and marketable securities of $15.7 million and working capital of $9.0 million. Our operating and capital plans call for cash expenditures to exceed these amounts over the next twelve months. We plan to raise additional capital to fund our operations and to develop our product candidates. We plan to finance our operations through partnership or licensing collaborations, the sale of equity securities or debt arrangements. Such funding may not be available or may be on terms that are not favorable to us. Our inability to raise capital as and when needed could have a negative impact on our financial condition and our ability to continue as a going concern. If we become unable to continue as a going concern, we may have to liquidate our assets, and might realize significantly less than the values at which they are carried on our financial statements, and stockholders may lose all or part of their investment in our common stock. Based on our available cash resources and our expected cash usage, we estimate that we have sufficient capital resources to meet our anticipated cash needs into the fourth quarter of 2015. Also, as discussed in Note 12, we have changed our commercial manufacturing strategy and plan to complete any required ADASUVE production under our license and supply agreements with our collaborators, Grupo Ferrer Internacional, S.A., or Ferrer, and Teva Pharmaceuticals USA, Inc., or Teva in August 2015 and then suspend commercial manufacturing at that point in time.

The accompanying financial statements have been prepared assuming we will continue to operate as a going concern, which contemplates the realization of assets and the settlement of liabilities in the normal course of business. The consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts of liabilities that may result from uncertainty related to our ability to continue as a going concern.

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3. Summary of Significant Accounting Policies

Revenue Recognition

We recognize revenue when (i) persuasive evidence of an arrangement exists; (ii) delivery has occurred or services have been rendered; (iii) the fee is fixed or determinable; and (iv) collectability is reasonably assured.

For collaboration agreements, revenues for non-refundable upfront license fee payments, where we continue to have performance obligations, are recognized as performance occurs and obligations are completed. Revenues for non-refundable upfront license fee payments where we do not have significant future performance obligations are recognized when the agreement is signed and the payments are due.

For multiple element arrangements, such as collaboration agreements in which a collaborator may purchase several deliverables, we account for each deliverable as a separate unit of accounting if both of the following criteria are met: (i) the delivered item or items have value to the customer on a standalone basis; and (ii) for an arrangement that includes a general right of return relative to the delivered item(s), delivery or performance of the undelivered item(s) is considered probable and substantially in our control. We evaluate how the consideration should be allocated among the units of accounting and allocate revenue to each non-contingent element based upon the relative selling price of each element. We determine the relative selling price for each deliverable using (i) vendor-specific objective evidence, or VSOE, of selling price if it exists; (ii) third-party evidence, or TPE, of selling price if it exists; or (iii) our best estimated selling price for that deliverable if neither VSOE nor TPE of selling price exists for that deliverable. We then recognize the revenue allocated to each element when the four basic revenue criteria described above are met for each element.

For milestone payments received in connection with our collaboration agreements, we have elected to adopt the milestone method of accounting under Financial Accounting Standards Board Accounting Standards Codification 605-28, Milestone Method. Under the milestone method, revenues for payments which meet the definition of a milestone will be recognized as the respective milestones are achieved.

We recognize product revenue as follows:

• Persuasive Evidence of an Arrangement. We currently sell product through license and supply agreements with our collaborators, Ferrer and Teva. Persuasive evidence of an arrangement is generally determined by the receipt of an approved purchase order from the collaborator in connection with the terms of the related license and supply agreements.

• Delivery. Typically, ownership of the product passes to the collaborator upon shipment. Our current license and supply agreements also provide our collaborators with an acceptance period during which they may reject any product which does not conform to agreed-upon specifications. Because ADASUVE is a new product, a new technology and our first product to be commercialized, and because we do not have a history of producing product to collaborator specifications, we will not consider delivery to have occurred until after the collaborator acceptance period has ended or the collaborator has positively accepted the product. Once we have demonstrated over the course of time an ability to reliably produce the product to collaborator specifications, we will consider delivery to have occurred upon shipment in the absence of any other relevant shipment or acceptance terms.

• Sales Price Fixed or Determinable. Sales prices for product shipments are determined by the license and supply agreements and documented in the purchase orders. After the collaborator acceptance period has ended or the collaborator has positively accepted the product, our collaborators do not have any product return or replacement rights, including for expired products.

• Collectability. Payment for the product is contractually obligated under the license and supply agreements. We will monitor payment histories for our collaborators and specific issues as they arise to determine whether collection is probable for a specific transaction and defer revenue as necessary.

Royalty revenue from our collaboration agreements will be recognized as we receive information from our collaborators regarding product sales and collectability is reasonably assured.

Significant management judgment is used in the determination of revenue to be recognized and the period in which it is recognized.

Inventory

Inventory is stated at standard cost, which approximates actual cost, determined on a first-in first-out basis, not in excess of market value. Inventory includes the direct costs incurred to manufacture products combined with allocated manufacturing overhead, which consists of indirect costs, including labor and facility overhead. We are in the early stages of commercialization and have

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incurred significantly higher than normal indirect costs in the production of our inventory due to start-up manufacturing costs and low production volumes. The carrying cost of inventory is reduced so as to not be in excess of the market value of the inventory as determined by the contractual transfer prices to Ferrer and Teva. The excess over the market value is expensed to cost of goods sold. If information becomes available that suggests that all or certain of the inventory may not be realizable, we may be required to expense a portion, or all, of the capitalized inventory into cost of goods sold. Inventory, which is stated at the lower of cost or estimated market value, consists of the following at June 30, 2015 and December 31, 2014 (in thousands):

	June 30, 2015		December 31, 2014
Raw materials	$	1,025	$	3,677
Work in process		79		—
Finished goods		303		52
Total inventory	$	1,407	$	3,729

As a result of Teva and Ferrer ADASUVE orders, we anticipate producing ADASUVE until the end of August 2015. Once these orders are produced, released and shipped, we plan to suspend ADASUVE commercial production operations. We plan to resume ADASUVE commercial production as additional commercial product is required by Teva, Ferrer or any future collaborators. We may also consider contracting with third party-manufacturers for ADASUVE if deemed more efficient, including third-party manufacturers with multi-product facilities. During the six months ended June 30, 2015, we recorded additional cost of goods sold related to $1,229,000 of inventory with fixed expiration dates and $1,024,000 of prepayments made to the supplier of our lower housing assembly all of which are in excess of our expected production needs prior to the planned suspension of commercial production operations.

Contingencies

From time to time, we are involved in lawsuits, arbitrations, claims, investigations and proceedings that arise in the ordinary course of business. We make provisions for liabilities when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. No such provisions have been made for the periods presented herein. Litigation and related matters are inherently unpredictable. If any unfavorable ruling were to occur in any specific period, there exists the possibility of a material adverse impact on the results of operations of that period or on our cash flows and liquidity.

New Accounting Pronouncements

In August 2014, the Financial Accounting Standards Board issued Accounting Standards Update (“ASU”) No. 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (“ASU 2014-15”). ASU 2014-15 requires management to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern and to provide related footnote disclosures. In doing so, companies will have reduced diversity in the timing and content of footnote disclosures than under the current guidance. ASU 2014-15 is effective for us in the first quarter of 2016 with early adoption permitted. We do not believe the impact of adopting ASU 2014-15 will have a material effect on our results of operations or financial position.

In May 2014 the Financial Accounting Standards Board, or FASB, issued the Accounting Standards Update, or ASU, No. 2014-09, Revenue from Contracts with Customers (Topic 606), that will supersede nearly all existing revenue recognition guidance under US GAAP. The core principle of the guidance is that an entity should recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. The standard will be effective for public entities for annual and interim periods beginning after December 15, 2016. Entities can choose to apply the standard using either the full retrospective approach or a modified retrospective approach. Entities electing the full retrospective adoption will apply the standard to each period presented in the financial statements. This means that entities will have to apply the new guidance as if it had been in effect since the inception of all its contracts with customers presented in the financial statements. Entities that elect the modified retrospective approach will apply the guidance retrospectively only to the most current period presented in the financial statements. This means that entities will have to recognize the cumulative effect of initially applying the new standard as an adjustment to the opening balance of retained earnings at the date of initial application. The new revenue standard will be applied to contracts that are in progress at the date of initial application.

In April 2015, the Financial Accounting Standards Board tentatively decided to defer the effective date of the standard for one year to annual periods beginning after December 15, 2017, with early adoption permitted for annual periods beginning after December 15, 2016. We are evaluating the requirements of this guidance and have not yet determined the impact of its adoption on our consolidated financial position, results of operations and cash flows.

In May 2015, the Financial Accounting Standards Board, or FASB, issued a proposed Accounting Standards Update, or ASU, that would amend the Board’s May 2014 issued ASUNo. 2014-09, Revenue from Contracts with Customers (Topic 606), specifically the guidance on identifying performance obligations and the implementation guidance on licensing. The amendments are being made in response to feedback received by the FASB-IASB (International Accounting Standards Board) joint revenue recognition transition resource group,

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which was formed to address potential issues associated in the implementation of ASU 2014-09. The proposed amendments include (i) identifying performance obligations on immaterial promised goods or services, shipping and handling activities, and identifying when promises represent performance obligations, and (ii) licensing implantation guidance on determining the nature of an entity’s promise in granting a license and sales-based and usage-based royalties. Comments on the proposed ASU were due by June 30, 2015. We are evaluating the requirements of this guidance and have not yet determined the impact of its adoption on our consolidated financial position, results of operations and cash flows.

4. Fair Value Accounting

Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. Three levels of inputs, of which the first two are considered observable and the last unobservable, may be used to measure fair value. The three levels are:

• Level 1 — Quoted prices in active markets for identical assets or liabilities.

• Level 2 — Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

• Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

The following table represents the fair value hierarchy for our financial assets (cash equivalents, marketable securities and restricted cash) by major security type and contingent consideration liability measured at fair value on a recurring basis as of June 30, 2015 and December 31, 2014 (in thousands):

June 30, 2015	Level 1		Level 2		Level 3		Total
Assets
Money market funds	$	10,916	$	—	$	—	$	10,916
Corporate debt securities		—		4,003		—		4,003
Total assets	$	10,916	$	4,003	$	—	$	14,919
Liabilities
Contingent consideration liability	$	—	$	—	$	15,900	$	15,900
Total liabilities	$	—	$	—	$	15,900	$	15,900

December 31, 2014	Level 1		Level 2		Level 3		Total
Assets
Money market funds	$	12,674	$	—	$	—	$	12,674
Corporate debt securities		—		24,617		—		24,617
Total assets	$	12,674	$	24,617	$	—	$	37,291
Liabilities
Contingent consideration liability	$	—	$	—	$	30,800	$	30,800
Total liabilities	$	—	$	—	$	30,800	$	30,800

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Cash equivalents and marketable securities

The amortized cost, fair value and unrealized gain/(loss) for our financial assets by major security type as of June 30, 2015 and December 31, 2014 are as follows (in thousands):

June 30, 2015	Amortized Cost			Fair Value			Unrealized Gain/(Loss)
Money market funds	$	10,916		$	10,916		$	—
Corporate debt securities		4,003			4,003			—
Total		14,919			14,919			—
Less amounts classified as cash equivalents		(11,416	)		(11,416	)		—
Total marketable securities	$	3,503		$	3,503		$	—

December 31, 2014	Amortized Cost			Fair Value			Unrealized Gain/(Loss)
Money market funds	$	12,674		$	12,674		$	—
Corporate debt securities		24,620			24,617			(3	)
Total		37,294			37,291			(3	)
Less amounts classified as restricted cash		(2,757	)		(2,757	)		—
Less amounts classified as cash equivalents		(14,960	)		(14,960	)		—
Total marketable securities	$	19,577		$	19,574		$	(3	)

We had no sales of marketable securities during the three or six months ended June 30, 2015 or 2014.

Contingent Consideration Liability

In connection with the exercise of our option to purchase all of the outstanding equity of Symphony Allegro, Inc., or Allegro, in 2009, we are obligated to make contingent cash payments to the former Allegro stockholders related to certain payments received by us from future collaboration agreements pertaining to ADASUVE/AZ-104 (Staccato loxapine) or AZ-002 (Staccato alprazolam). In order to estimate the fair value of the liability associated with the contingent cash payments, we prepared several cash flow scenarios for ADASUVE, AZ-104 and AZ-002, which are subject to the contingent payment obligation. Each potential cash flow scenario consisted of assumptions of the range of estimated milestone and license payments potentially receivable from such collaborations and assumed royalties received from future product sales. Based on these estimates, we computed the estimated payments to be made to the former Allegro stockholders. Payments were assumed to terminate in accordance with current agreement terms or, if no agreements exist, upon the expiration of the related patents.

The projected cash flow assumptions for ADASUVE in the United States are based on the License and Supply Agreement, or the Teva Agreement, between us and Teva (see Note 10) and on internally and externally developed product sales forecasts. The timing and extent of the projected cash flows for ADASUVE for Europe, Latin America and the Commonwealth of Independent States countries, or the Ferrer Territories, are based on the Collaboration, License and Supply Agreement, or Ferrer Agreement, between us and Ferrer (see Note 10). The timing and extent of the projected cash flows for the remaining territories for ADASUVE and worldwide territories for AZ-002 and AZ-104 were based on internal estimates for potential milestones and multiple product royalty scenarios and are also consistent in structure to the most recently negotiated collaboration agreements.

We then assigned a probability to each of the cash flow scenarios based on several factors, including: the product candidate’s stage of development, preclinical and clinical results, technological risk related to the successful development of the different drug candidates, estimated market size, market risk and potential collaboration interest to determine a risk adjusted weighted average cash flow based on all of these scenarios. For the three months ended March 31, 2014, these probability and risk adjusted weighted average cash flows were then discounted utilizing our estimated weighted average cost of capital, or WACC, of 16.5%. In the fourth quarter of 2014, we adjusted our WACC to 20%. Our WACC considered our cash position, competition, risk of substitute products, and risk associated with the financing of the development projects.

The fair value measurement of the contingent consideration liability is based on significant inputs not observed in the market and thus represents a Level 3 measurement. Level 3 measurements are valued based on unobservable inputs that are supported by little or no market activity and reflect our assumptions in measuring fair value.

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We record any changes in the fair value of the contingent consideration liability in earnings in the period of the change. Certain events including, but not limited to, the projected timing and terms of any collaboration agreement, clinical trial results, approval or non-approval of any future regulatory submissions and the commercial success of ADASUVE, AZ-104 or AZ-002 could have a material impact on the fair value of the contingent consideration liability, and as a result, our results of operations and financial position for the impacted period.

During the six months ended June 30, 2015, we updated the discounted cash flow model to reflect adjusted ADASUVE sales projections and the projected timing of the receipt of certain milestone payments. As part of this process, we received updated projections from our collaborators in late March 2015 that indicated sales of ADASUVE would be lower in 2015 and 2016 than had been anticipated in the various projections and scenarios used to estimate the contingent consideration liability in previous periods. As a result of these lower projected sales and the decision to suspend our commercial production operations, we reevaluated the rate at which we believe sales will increase, the amount of peak sales, the period of time it will take to reach peak sales, the number of years at which peak sales would be achieved, and the related impact on the amount and timing of related royalties and milestones to be received. This evaluation resulted in a decrease to projected sales and the related milestones and royalties under the high, medium, and low sales scenarios and a heavier weighting to the lower sales scenario. During the three and six months ended June 30, 2015, we updated the discounted cash flow model to reflect the removal of certain milestone payments as a result of the June 2015 amendment to the Ferrer Agreement, the passage of one quarter, and the timing and amount of certain milestones. These items resulted in a decrease to the contingent consideration liability and a corresponding non-operating, non-cash gain of $14,032,000 or $0.71 per share, for the six months ended June 30, 2015, respectively and an increase to the contingent consideration liability and a corresponding non-operating, non-cash loss of $801,000 or $0.04 per share, for the three months ended June 30, 2015, respectively.

During the three and six months ended June 30, 2014, we modified the assumptions associated with the amount and timing of milestones and royalties projected for ADASUVE and AZ-002, the probability that AZ-002 would be licensed or sold by us, and the effects of the passage of three and six months on the present value computation. These items resulted in a decrease to the contingent consideration liability and a corresponding non-operating, non-cash gain of $7,599,000 and $6,449,000 or $0.44 and $0.37 per share, for the three and six months ended June 30, 2014, respectively.

The following table represents a reconciliation of the change in the fair value measurement of the contingent consideration liability for the three months ended June 30, 2015 and 2014 (in thousands):

	Three Months Ended June 30,						Six Months Ended June 30,
	2015			2014			2015			2014
Beginning balance	$	15,100		$	40,100		$	30,800		$	39,200
Payments made		(1	)		(1	)		(868	)		(251	)
Adjustments to fair value measurement		801			(7,599	)		(14,032	)		(6,449	)
Ending balance	$	15,900		$	32,500		$	15,900		$	32,500

Financing Obligations

We estimated the fair value of our financing obligations (see Note 8) using the net present value of the payments discounted at an interest rate that is consistent with our estimated current borrowing rate for similar long-term debt. We believe the estimates used to measure the fair value of the financing obligations constitute Level 3 inputs.

At June 30, 2015 and December 31, 2014, the estimated fair value of our financing obligations was $46,328,000 and $52,075,000, respectively and had book values of $64,530,000 and $63,767,000, respectively. Our payment commitments associated with these debt instruments may vary with changes in interest rates and are comprised of interest payments and principal payments. The fair value of our debt will fluctuate with movements of interest rates, increasing in periods of declining rates of interest, and declining in periods of increasing rates of interest.

5. Share-Based Compensation Plans

2015 Equity Incentive Plan

In April 2015, our Board of Directors approved the 2015 Equity Incentive Plan, or the 2015 Plan, and authorized for issuance thereunder (i) an additional 1,000,000 shares of common stock plus (ii) the number of shares available for issuance pursuant to the

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grant of future awards under our 2005 Equity Incentive Plan determined as of the effective date of the 2015 Plan; plus (iii) the number of shares underlying outstanding stock awards granted under our previous stock option plans prior to the effective date of the 2015 Plan that expire or terminate for any reason prior to exercise or settlement, are forfeited or repurchased because of the failure to meet a contingency or condition required to vest such shares, or are reacquired, withheld (or not issued) to satisfy a tax withholding obligation in connection with an award. The 2015 Plan became effective upon the approval of the plan by our stockholders on June 23, 2015. Due to the effectiveness of our 2015 Plan, no additional awards will be made under our previous stock option plans. All outstanding awards under our previous stock option plans will continue to be subject to the terms and conditions as set forth in the agreements evidencing such stock awards and the terms of the applicable plan. Stock options issued under the 2015 Plan generally vest over 4 years; vesting is generally based on service time, and have a maximum contractual term of 10 years.

2015 Non-Employee Directors’ Stock Option Plan

In April 2015, our Board of Directors adopted the 2015 Non-Employee Directors’ Stock Option Plan, or the 2015 Directors’ Plan, and authorized for issuance thereunder and (i) an additional 250,000 shares of common stock plus (ii) the number of shares available for issuance pursuant to the grant of future awards under our previous non-employee directors stock option plan determined as of the effective date of the 2015 Directors’ Plan; plus (iii) the number of shares underlying outstanding stock awards granted under the our previous non-employee directors stock option plan prior to the effective date of the 2015 Directors’ Plan that expire or terminate for any reason prior to exercise or settlement, are forfeited or repurchased because of the failure to meet a contingency or condition required to vest such shares, or are reacquired, withheld (or not issued) to satisfy a tax withholding obligation in connection with an award. The 2015 Directors’ Plan became effective upon the approval of the plan by our stockholders on June 23, 2015. Due to the effectiveness of our 2015 Directors’ Plan, no additional awards will be made under our previous non-employee directors’ stock option plan. The 2015 Directors’ Plan provides for the automatic grant of nonstatutory stock options to purchase shares of common stock to the Company’s non-employee directors, which vest over four years and have a term of 10 years.

The following table sets forth the summary of option activity under our share-based compensation plans (the 2015 Plan, the 2005 Equity Incentive Plan, the 2015 Directors’ Plan and the 2005 Non-Employee Directors’ Stock Option Plan) for the six months ended June 30, 2015:

	Outstanding Options
	Number of Shares			Weighted Average Exercise Price
Outstanding at January 1, 2015		1,978,273		$	7.10
Options granted		243,500			1.70
Options exercised		—			—
Options canceled		(441,024	)		5.80
Outstanding at June 30, 2015		1,780,749			6.68

There were no options exercised during the three and six months ended June 30, 2015. The intrinsic value of options exercised during the three and six months ended June 30, 2014 was $16,000 and $21,000, respectively.

The following table sets forth the summary of restricted stock units, or RSUs, activity under our share-based compensation plans for the six months ended June 30, 2015:

	Number Of Shares			Weighted Average Grant-Date Fair Value
Outstanding at January 1, 2015		81,050		$	4.67
Granted		—			—
Released		(21,875	)		4.67
Forfeited		(4,425	)		4.67
Outstanding at June 30, 2015		54,750		$	4.67

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On January 1, 2015 and 2014 an additional 100,000 shares were authorized for issuance under the evergreen provisions of our 2005 Equity Incentive Plan. On January 1, 2015 and 2014, an additional 75,000 shares and 58,751 shares, respectively, were authorized for issuance under the evergreen provisions of the 2005 Non-Employee Directors’ Stock Option Plan.

As of June 30, 2015, 3,030,909 and 400,000 shares remained available for issuance under the 2005 Plan and the Directors’ Plan, respectively.

Employee Stock Purchase Plan

In April 2015, our Board of Directors adopted the 2015 Employee Stock Purchase Plan, or 2015 ESPP, and authorized for issuance thereunder (i) an additional 500,000 shares of our common stock plus (ii) the number of shares that remain available for issuance under our previous employee stock purchase plan after all outstanding purchase rights under our previous employee stock purchase plan are exercised. The 2015 ESPP allows eligible employee participants to purchase shares of our common stock at a discount through payroll deductions. The terms of any offering period under the 2015 ESPP will be determined by the Board. Purchases are generally made on the last trading day of each October and April. Employees may purchase shares at each purchase date at 85% of the market value of our common stock at either the beginning of the offering period or the end of the purchase period, whichever price is lower. Our 2005 Employee Stock Purchase Plan, or 2005 ESPP, will remain in effect until the conclusion of our current offering in October 2015.

Pursuant to the 2005 ESPP, an additional 75,000 shares were reserved for issuance on January 1, 2015 and 2014, respectively. We issued 18,157 shares at a weighted average price of $1.70 under the 2005 ESPP during the three and six months ended June 30, 2015 and 37,096 shares at a weighted average price of $3.63 under the 2005 ESPP during the three and six months ended June 30, 2014. At June 30, 2015, 136,249 shares were available for issuance under the 2005 ESPP. Any shares not purchased by our employees in the current offering under the 2005 ESPP will be added to the available reserve of 500,000 shares for the 2015 ESPP upon its effectiveness.

6. Share-Based Compensation

Employee Share-Based Awards

Compensation cost for employee share-based awards is based on the grant-date fair value and is recognized over the vesting period of the applicable award on a straight-line basis. We issue employee share-based awards in the form of stock options and restricted stock units under our equity incentive plans, and stock purchase rights under the 2005 ESPP and the 2015 ESPP (see Note 5).

Valuation of Stock Options, Stock Purchase Rights and Restricted Stock Units

During the three and six months ended June 30, 2015 and 2014, the per share weighted average fair value of employee stock options granted were as follows:

	Three Months Ended June 30,				Six Months Ended June 30,
	2015		2014		2015		2014
Stock options	$	1.09	$	2.95	$	1.14	$	3.20
Stock purchase rights		—		1.48		—		1.48

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The estimated grant date fair values of the stock options and stock purchase rights were calculated using the Black-Scholes valuation model, and the following weighted average assumptions:

	Three Months Ended June 30,						Six Months Ended June 30,
	2015			2014			2015			2014
Stock Option Plans
Expected term		5.0 years			5.0 years			5.0 years			5.0 years
Expected volatility		86	%		82	%		85	%		84	%
Risk-free interest rate		1.51	%		1.65	%		1.48	%		1.61	%
Dividend yield		0	%		0	%		0	%		0	%
Employee Stock Purchase Plan
Expected term		0.5 years			0.5 years			0.5 years			0.5 years
Expected volatility		80	%		61	%		80	%		61	%
Risk-free interest rate		0.09	%		0.67	%		0.09	%		0.67	%
Dividend yield		0	%		0	%		0	%		0	%

The estimated fair value of restricted stock unit awards is calculated based on the market price of our common stock on the date of grant, reduced by the present value of dividends expected to be paid on our common stock prior to vesting of the restricted stock unit. Our estimate assumes no dividends will be paid prior to the vesting of the restricted stock unit.

As of June 30, 2015, there was $1,616,000, $150,000, and $11,000 of total unrecognized compensation expense related to unvested stock option awards, unvested restricted stock units and stock purchase rights, respectively, which are expected to be recognized over a weighted average period of 2.4 years, 1.6 years, and 0.3 years, respectively.

Share-based compensation capitalized at June 30, 2015 was not material.

7. Net Loss per Share

Basic and diluted net loss per share is calculated by dividing the net loss by the weighted-average number of common shares outstanding for the period. The following items were excluded in the net loss per share calculation for the three and six months ended June 30, 2015 and 2014 because the inclusion of such items would have had an anti-dilutive effect:

	Three Months Ended June 30,				Six Months Ended June 30,
	2015		2014		2015		2014
Stock options		1,814,501		2,584,615		1,869,091		2,430,244
Restricted stock units		66,438		435,388		71,308		463,942
Warrants to purchase common stock		5,900,124		6,807,727		5,906,397		6,692,507
Convertible debt		5,643,806		4,951,459		5,556,658		4,416,222

8. Financing Obligations

Teva Pharmaceuticals USA, Inc.

In May 2013, concurrent with the Teva Agreement (see Note 10), we entered into a Convertible Promissory Note and Agreement to Lend, dated as of May 7, 2013, between us and Teva, or the Teva Note. Under the terms of the Teva Note, we had the ability, upon written notice to Teva, to draw upon the Teva Note to fund agreed operating budgets related to ADASUVE. The aggregate drawdowns totaled up to $25,000,000 and are due and payable, together with all interest, on the fifth anniversary of the signing of the Teva Note. We may prepay, from time to time, up to one-half of the total amounts advanced plus the related interest outstanding at any time prior to the maturity date. At any time prior to five days before the maturity date, Teva will have the right to convert the then outstanding amounts into shares of our common stock at a conversion price of $4.4833 per share. The Teva Note bears simple interest of 4% per year.

We had fully drawn the $25,000,000 available under the Teva Note as of December 31, 2014. At the time of the drawdowns, the contractual conversion price was less than the value of our common stock. As a result, at each draw down date, we calculated the value of the beneficial conversion feature of the convertible note and recorded an increase to additional paid-in-capital and a discount on the Teva Note which is being amortized to interest expense over the life of the borrowing. Additionally, at each draw, we reclassified the relative portion of the unamortized right-to-borrow asset, classified as an Other Asset, against the Teva Note, which will is also being amortized to interest expense over the life of the borrowing.

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As we drew on the Teva Note, the relative portion of the unamortized right-to-borrow was accounted for as a discount on the borrowing and is being amortized to interest expense over the life of the borrowing. The following table shows the effective interest rate for each drawdown after taking into consideration the beneficial ownership features and the right-to-borrow asset discount.

	Draw Amount		Beneficial Conversion Feature		Reclassified Unamortized Right-to- Borrow		Effective Interest Rate
September 2013	$	10,000,000	$	2,455,000	$	900,000		14.2	%
December 2013		5,000,000		657,000		393,000		10.2	%
March 2014		5,000,000		883,000		318,000		11.6	%
June 2014		5,000,000		148,000		252,000		6.6	%

We recognized $57,000 and $216, 0000 of interest expense related to amortization of the right-to-borrow asset during the three and six months ended June 30, 2014, respectively. As of December 31, 2014, all of the right-to-borrow asset had been reclassified against the Teva note.

In June 2015, we entered into an amendment to the Teva Note. Included in the amendment is a cessation of interest accrual during the suspension of the Company’s obligation to manufacture ADASUVE product for Teva from the date of the amendment to July 1, 2017, or the Suspension Period, with reinstatement of interest accrual if Teva submits a purchase order after July 1, 2017 and before December 31, 2017. In addition, the maturity date of the Teva Note is extended from May 7, 2018 to a new maturity date which includes the addition of the number of days in the Suspension Period. Also included in the amendment is a provision where we have the right to increase the loan amount under the Teva Note for reimbursement of the Company’s manufacturing facility rent through the Suspension Period, up to a maximum of $1,675,000. As a result of this amendment, the effective interest rate of the Teva Note, based on its current book value and revised interest terms and estimated maturity date, was reduced from 9.7% prior to the amendment to 5.2% after the amendment.

Royalty Securitization Financing

In March 2014, we completed a royalty securitization financing, which consisted of a private placement to qualified institutional investors of $45,000,000 of non-recourse notes issued by our wholly-owned subsidiary, or the Notes, and warrants to purchase 345,661 shares of our common stock at a price of $0.01 per share exercisable for five years from the date of issuance. The Notes bear interest at 12.25% per annum payable quarterly beginning June 15, 2014. All royalty and milestone payments under the Teva Agreement, after paying interest, administrative fees, and any applicable taxes, will be applied to principal and interest payments on the Notes until the Notes have been paid in full.

The Notes are secured by the right to receive royalty and milestone payments under the Teva Agreement and our equity ownership in the wholly-owned subsidiary. The Notes have no other recourse to us. The Notes may not be redeemed at our option until after March 18, 2016, and may be redeemed after that date subject to the achievement of certain milestones and the payment of a redemption premium for any redemption occurring prior to March 19, 2019. The Notes are not convertible into Alexza equity, nor have we guaranteed them. From the proceeds of the transaction, we established a $6,890,000 interest reserve account, which is classified as a noncurrent asset, to cover any potential shortfall in interest payments. At June 30, 2015, the full amount of the interest reserve account had been fully utilized.

We valued the warrants issued to the debt holders utilizing the Black-Scholes valuation model with an assumed volatility of 87%, an estimated life of 5 years, a 1.54% risk-free interest rate and a dividend rate of 0%. The total value of the warrants, $1,721,000, was recognized as an increase to Additional Paid In Capital and as a discount to the Notes. The amount will be amortized into interest expense over a five-year period. We incurred total fees and expenses of $4,171,000, which we recorded as a noncurrent Other Asset, and are amortizing into interest expense over a five-year period.

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Future Scheduled Payments

Future scheduled principal payments under our various debt obligations as of June 30, 2015 are as follows (in thousands

	Total
2015 - remaining 6 months	$	—
2016		—
2017		—
2018
2019		—
Thereafter		25,000
Total	$	25,000

The above table excludes any payments pursuant to the $45,000,000 from the royalty securitization financing notes of our wholly-owned subsidiary, which have a legal maturity date in 2027. The principal payments by the subsidiary under the royalty securitization financing will be dependent upon the timing and amounts of royalties and milestone payments received under the Teva Agreement.

9. Facility Leases

We lease a building in Mountain View, California which we began to occupy in the fourth quarter of 2007. We recognize rental expense on the facility on a straight line basis over the initial term of the lease. Differences between the straight line rent expense and rent payments are classified as deferred rent liability on the balance sheet. The lease for the building expires on March 31, 2018, and we have two options to extend the lease for five years each.

10. License Agreements

Grupo Ferrer Internacional, S.A.

On October 5, 2011, we and Ferrer entered into the Ferrer Agreement to commercialize ADASUVE in the Ferrer Territories. Under the terms of the Ferrer Agreement, we received an upfront cash payment of $10,000,000, of which $5,000,000 was paid to the former stockholders of Allegro. The Ferrer Agreement provided for up to an additional $51,000,000 in additional milestone payments, contingent on approval of the EU Marketing Authorization Application, or MAA, certain individual country commercial sales initiations and royalty payments based on cumulative net sales targets in the Ferrer Territories. We are responsible for the MAA for ADASUVE. The MAA was submitted to the European Medicines Agency, or EMA, and was approved in February 2013 by the European Commission, or EC. We are also responsible for all post-authorization clinical studies required by the EMA and EC. Ferrer is responsible for the satisfaction of all other regulatory and pricing requirements to market and sell ADASUVE in the Ferrer Territories. Ferrer has the exclusive rights to commercialize the product in the Ferrer Territories. We supply ADASUVE to Ferrer for all of its commercial sales, and receive a specified per-unit transfer price paid in Euros. Either party may terminate the Ferrer Agreement for the other party’s uncured material breach or bankruptcy. The Ferrer Agreement continues in effect on a country-by-country basis until the later of the last to expire patent covering ADASUVE in such country or 12 years after first commercial sale. The Ferrer Agreement is subject to earlier termination in the event the parties mutually agree, by a party in the event of an uncured material breach by the other party or upon the bankruptcy or insolvency of either party.

In March 2012, we entered into an amendment to the Ferrer Agreement. We and Ferrer agreed to eliminate the potential MAA approval milestone payment in exchange for Ferrer’s purchase of 241,936 shares of our common stock for $12.40 per share for a total of $3,000,000, which reflected a premium on the fair value of our common stock of approximately $1,452,000 at the time of the transaction.

In October 2014, we entered into an amendment to the Ferrer Agreement. We and Ferrer agreed to eliminate certain individual country commercial sales initiation milestone payments in exchange for Ferrer’s purchase of 2,000,000 shares of our common stock for $4.00 per share for a total of $8,000,000, which reflected a premium on the fair value of our common stock of approximately $2,400,000. In January 2015, we paid the former shareholders of Symphony Allegro $865,000 related to this stock sale.

In June 2015, we entered into an amendment to the Ferrer Agreement. We and Ferrer agreed to: (i) transfer ownership of the MAA to Ferrer, whereby Ferrer becomes responsible for all post-approval requirements of the MAA, including the post-authorization safety study, the drug utilization study and the Phase 3 clinical trial for adolescents and all other related regulatory activities and costs associated with the ADASUVE MAA, (ii) provide Ferrer an option to manufacture ADASUVE in the Ferrer Territories as well as for use by us in territories other than the U.S., Canada, China, Hong Kong, Taiwan and Macao, and if Ferrer does not exercise this option, we have the right to assign the ADASUVE manufacturing right to a third party,

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subject to Ferrer’s written consent, not to be unreasonably withheld, (iii) eliminate the remaining milestones related to first commercial sales in selected countries, and (iv) provide Ferrer with the right to access technology and develop a Staccato product of their choice to commercialization in the Ferrer Territory, with Ferrer paying a fixed royalty percentage on all sales of new Staccato products developed by Ferrer. Effective upon the June 2015 Ferrer Amendment, the Ferrer territory includes the following countries: European Union, Croatia, Serbia, Bosnia and Herzegovina, Montenegro, Macedonia, Albania, Andorra, Liechtenstein, San Marino, Vaticano, Switzerland, Norway, Iceland, Argentina, Armenia, Azerbaijan, Belarus, Bolivia, Brazil, Chile, Colombia, Costa Rica, Dominican Republic, Ecuador, El Salvador, Georgia, Guatemala, Honduras, Kazakhstan, Kyrgyzstan, Mexico, Moldova, Nicaragua, Panama, Paraguay, Peru, Russia, Tajikistan, Turkey, Turkmenistan, Venezuela, Ukraine, Uruguay, Uzbekistan, Algeria, Bahrain, Egypt, Iran, Iraq, Israel, Jordan, Kuwait, Lebanon, Yemen, United Arab Emirates, Libya, Morocco, Oman, Palestine, Qatar, Saudi Arabia, Syria, Tunisia, Republic of Korea, Philippines and Thailand.

We evaluated whether the delivered elements under the Ferrer Agreement have value on a stand-alone basis and allocated revenue to the identified units of accounting based on relative fair value. We determined that the license and the development and regulatory services are a single unit of accounting as the licenses were determined not to have stand-alone value. We have begun to deliver all elements of the arrangement and are recognizing the $10,000,000 upfront payment as revenue ratably over the estimated performance period of the agreement of four years. The $1,452,000 and $2,400,000 premiums received from the sales of common stock to Ferrer are additional consideration received pursuant to the Ferrer Agreement and does not pertain to a separate deliverable or element of the arrangement, and thus is being deferred and recognized as revenue in a manner consistent with the $10,000,000 upfront payment. During the three and six months ended June 30, 2015, we recognized $630,000 and $1,242,000, respectively, and $364,000 and $1,093,000 during the three and six months ended June 30, 2014, respectively in revenue. At June 30, 2015, we had $4,272,000 of deferred revenue related to the Ferrer Agreement.

The Ferrer Agreement, as amended, provides for us to receive up to $40,000,000 of additional payments related to cumulative net sales targets in the Ferrer Territories. The cumulative net sales targets will be recognized as royalty revenue when each target is earned and payable to us. We believe each of these milestones is substantive as there is uncertainty that the milestones will be met, the milestone can only be achieved as a result of our past performance and the achievement of the milestone will result in additional payment to us. In January 2014, we recognized revenue in the amount of $1,000,000 from a milestone payment for the first product sale in Spain, of which $250,000 was paid to the former stockholders of Allegro (see Note 4).

Teva Pharmaceuticals USA, Inc.

In May 2013, we entered into the Teva Agreement to provide Teva with an exclusive license to develop and commercialize ADASUVE in the United States. Under the terms of the Teva Agreement, Teva is responsible for all U.S. development, regulatory and commercialization activities for ADASUVE, including the U.S. post-approval clinical studies and any additional clinical trials for new indications. Teva has the full right to sublicense its rights and obligations under the Teva Agreement. We are responsible for manufacturing and supplying ADASUVE to Teva for clinical trials and commercial sales. Teva has the exclusive rights to commercialize ADASUVE and AZ-104 in the United States and the co-exclusive rights, with us and our affiliates, to manufacture the product.

We received an upfront cash payment of $40,000,000 from Teva, $10,000,000 of which was paid to the former stockholders of Allegro. We are eligible to receive up to $195,000,000 in additional payments contingent on Teva’s successful completion of the ADASUVE post-approval studies in the United States and Teva achieving specified net sales targets. In addition to these payments, we supply ADASUVE to Teva for all of its clinical trials and commercial sales, and we receive a specified per-unit transfer price in an amount of the greater of our costs of commercial production or a specified per-unit price. Teva makes tiered royalty payments based on net commercial sales of ADASUVE in the United States. In March 2014, Teva announced the U.S. launch of ADASUVE. In March 2014, we completed a royalty securitization financing, in which we transferred certain rights to U.S. royalty and milestone payments under the Teva Agreement to a wholly-owned subsidiary. The subsidiary then sold $45,000,000 in notes backed by the royalty and milestone payments in a private placement to institutional accredited investors. The notes have no recourse to us, other than to our equity interest in our wholly-owned subsidiary, and we did not guarantee the notes.

Unless earlier terminated, the Teva Agreement continues in effect until the later of the last to expire patent covering ADASUVE in the United States or a specified number of years after first commercial sale. The Agreement is subject to earlier termination in the event the parties mutually agree, by a party in the event of an uncured material breach by the other party or upon the bankruptcy or insolvency of either party. Teva may also terminate the Teva Agreement in the event the FDA requires withdrawal or suspension of ADASUVE from the market due to safety reasons or, subject to a specified period of notice, for Teva’s convenience at any time following the first anniversary of the Teva Agreement.

We evaluated whether the delivered elements under the Teva Agreement have value on a stand-alone basis and allocated revenue to the identified units of accounting based on relative fair value. We determined that the license fees are a single unit of

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accounting and valued the license based on its best estimate of selling price, as VSOE and TPE of the selling price could not be determined. The selling price was estimated using discounted projected cash flows related to the licensed territory. We have delivered the license to Teva and recognized the $40,000,000 non-refundable upfront payment as revenue.

As described in Note 8, in connection with the Teva Agreement, we received a right-to-borrow under the Teva Note, which included the ability to draw on the Teva Note in amounts not to exceed $25,000,000, over a two year period, all of which had been drawn upon as of December 31, 2014. As outlined in Note 7, the Teva Note has a fixed conversion price and interest rate. This right-to-borrow was considered additional consideration provided by Teva to us pursuant to the Teva Agreement.

As noted above, we are eligible to receive up to $195,000,000 of additional payments from Teva related to Teva’s successful completion of the ADASUVE post-approval studies in the United States and Teva achieving specified net sales targets. The payments related to net sales targets will be recognized as royalty revenue when each target is earned and payable to us. The payment related to the completion of the ADASUVE post-approval studies will be recognized upon completion of the studies when the payment is earned and payable to us.

In June 2015, we entered into an amendment to the Teva Agreement, or the Teva Amendment. The Teva Amendment provides for, among other matters: (i) suspension of our obligation to manufacture ADASUVE product during the Suspension Period, with reinstatement if Teva submits a purchase order after July 1, 2017 and before December 31, 2017; (ii) a right for Teva to manufacture ADASUVE product itself; (iii) provides for Teva to reasonably consent to our assignment of the manufacturing rights under the Teva Agreement to a third party; (iv) suspends certain commercialization obligations of Teva during the Suspension Period; (v) provides us the right to increase the loan amount under the Teva Note for reimbursement of the Company’s manufacturing facility rent through the Suspension Period, up to a maximum of $1,675,000; (vi) provides for consent by Teva, under certain conditions, to the sale of all of our ADASUVE manufacturing facility assets and any assignment of manufacturing rights and obligations by us to a third party; and (vii) if we have assigned, sublicensed, subcontracted, delegated or otherwise transferred our manufacturing rights to a third party, further provides for a right of first offer to Teva with respect to the sale of our ADASUVE manufacturing facility assets.

11. Autoliv Manufacturing and Supply Agreement

In November 2007, we entered into a Manufacturing and Supply Agreement, or the Manufacture Agreement, with Autoliv relating to the commercial supply of chemical heat packages that can be incorporated into our Staccato device, or the Chemical Heat Packages. Autoliv had developed these Chemical Heat Packages for us pursuant to a development agreement between Autoliv and us.

Subject to certain exceptions, Autoliv has agreed to manufacture, assemble and test the Chemical Heat Packages solely for us in conformance with our specifications. We pay Autoliv a specified purchase price, which varies based on annual quantities we order, per Chemical Heat Package delivered. Upon termination of the Manufacture Agreement, we were to retain full ownership of the production equipment for commercial manufacture of the Chemical Heat Packages developed for us by Autoliv, and Autoliv’s obligations under the Manufacture Agreement will terminate in full. In December 2014, we amended the Manufacture Agreement with Autoliv, or the 2014 Amendment through which we and Autoliv are extending the Manufacturing Agreement through 2018. In addition, we have the right to engage a second source supplier and implement a manufacturing line transfer from Autoliv to manufacture and supply the Chemical Heat Packages to us or our licensees.

We have contracted with Autoliv, through a third-party supplier, to build one additional manufacturing cell to manufacture chemical heat packages at a cost of approximately $2.4 million, or the New Cell. The New Cell was expected to be installed at Autoliv with the cell currently being utilized by Autoliv, or the Original Cell, to be installed at a second source supplier. Due to the Original Cell no longer being utilized and the uncertainty of the timing of engaging a second source supplier (see Note 12), we recorded additional cost of goods sold of $1,381,000 in the three months ended March 31, 2015 due to the impairment of the Original Cell. The $1,381,000 impairment reduced the carrying amount of this cell to zero, which we believe is the fair value of this equipment and is a level 3 fair value measurement. The equipment is specialized and was developed specifically for the manufacture of ADASUVE and would be of limited, if any, utility to a third-party. Thus, we concluded that given the decreased projections of ADASUVE sales and the related decline in production noted below in Note 12, as well as the limited ability to sell this equipment, that its fair value is zero. The New Cell will be utilized if and when commercial production resumes.

12. Restructuring

As a result of Teva and Ferrer ADASUVE orders, we anticipate completing the production of ADASUVE by the end of August 2015. Once these orders are produced, released and shipped, we plan to suspend ADASUVE commercial manufacturing operations. We plan to resume ADASUVE commercial production as additional commercial product is required by our collaborators. We may also consider contracting with third party manufacturers for ADASUVE units if deemed more efficient, including third-party manufacturers with multi-product facilities. During the six months ended June 30, 2015, we recorded additional cost of goods sold related to $1,229,000 of inventory with fixed expiration dates and $1,024,000 of prepayments made to the supplier of our lower housing assembly all of which are in excess of our expected production needs prior to the planned suspension of commercial manufacturing operations.

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As part of our restructuring plan, we have eliminated six employees in June 2015 with an aggregate cost of $203,000 in Severance Package. Upon suspension of our ADASUVE commercial production operations, we plan to eliminate 22 employee positions. Each affected employee will receive (i) severance payments equal to three months of salary plus an additional amount equal to one week of salary for each year of Alexza service in excess of five years; and (ii) three months of paid medical insurance premiums and outplacement services, or in total, the Severance Package. Employees who voluntarily terminate their employment prior to the completion of the ADASUVE commercial production commitments are not eligible for the Severance Package. The aggregate cost of the Severance Package for these individuals is estimated to be $738,000 and is being amortized over the period in which the employees are required to provide service. During the three months ended June 30, 2015, we recognized $248,000 of expense related to the Severance Package associated with commercial production employees. We expect to recognize the remaining expense during the three months ended September 30, 2015.

In addition, all non-officer employees and two non-executive officers received notification that their positions have been or may be eliminated if we are unable to obtain additional financing and further restructure our operations. Each of these employees and the two non-executive officers has received an approximate date in which their position would be eliminated if the financing and restructuring do not occur. Employees must remain through that date to receive their Severance Package. If the employee’s position is not eliminated, and the employee remains an employee through June 30, 2016, they will receive benefits substantially equivalent to the Severance Package. The aggregate cost of the Severance Package related to these employees is approximately $1,417,000 and is being amortized over the period in which the employees are expected to provide service. During the three months ended June 30, 2015, we recognized $384,000 of expense related to the Severance Package associated with these employees. We expect to recognize the remaining expense through at least December 31, 2015.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which are subject to the “safe harbor” created by those sections. Forward-looking statements are based on our management’s beliefs and assumptions and on information currently available to our management. In some cases, you can identify forward-looking statements by the following words: “may,” “will,” “could,” “would,” “should,” “expect,” “intend,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “project,” “potential,” “continue,” “ongoing” or the negative of these terms or other comparable terminology, although not all forward-looking statements contain these words. Examples of these statements include, but are not limited to, statements regarding: the ability of us and our collaborators to effectively and profitably commercialize ADASUVE, estimated product revenues and royalties associated with the sales of ADASUVE, the timing of the commercial launch of ADASUVE in various countries, the adequacy of our capital to support our operations, our ability to raise additional funds and the potential terms of such potential financings, our collaborators’ ability to implement and assess the ADASUVE REMS program, the timing and outcome of the ADASUVE post-marketing studies, the prospects of our receiving approval to market ADASUVE in Latin America, the Commonwealth of Independent States countries and other countries, the efficiencies to be gained by the suspension of certain manufacturing operations, the implications of interim or final results of our other clinical trials, the progress and timing of our research programs, including clinical testing, the extent to which our issued and pending patents may protect our products and technology, the potential of our product candidates to lead to the development of safe or effective therapies, our ability to enter into collaborations, our future operating expenses, our future losses, our future expenditures and the sufficiency of our cash resources. These statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from the information expressed or implied by these forward-looking statements. While we believe that we have a reasonable basis for each forward-looking statement contained in this Annual Report, we caution you that these statements are based on a combination of facts and factors currently known by us and our projections of the future, about which we cannot be certain.

The following discussion and analysis should be read in conjunction with the unaudited condensed consolidated financial statements and notes thereto included in Part I, Item 1 of this Quarterly Report on Form 10-Q.

The names “Alexza Pharmaceuticals,” “Alexza,”“Staccato” and “ADASUVE” are trademarks of Alexza Pharmaceuticals, Inc. We have registered these trademarks with the U.S. Patent and Trademark Office and other international trademark offices. All other trademarks, trade names and service marks appearing in this Quarterly Report on Form 10-Q are the property of their respective owners.

We are a pharmaceutical company focused on the research, development and commercialization of novel proprietary products for the acute treatment of central nervous system conditions. The Staccato^® system, our proprietary technology, is the foundation for our first approved product, ADASUVE^® (Staccato loxapine), and all of our product candidates. The Staccato system vaporizes excipient-free drugs to form a condensation aerosol that, when inhaled, allows for rapid systemic drug delivery. Because of the particle size of the aerosol, the drug is quickly absorbed through the deep lung into the bloodstream, providing speed of therapeutic onset that is comparable to intravenous, or IV, administration but with greater ease, patient comfort and convenience.

ADASUVE has been developed for the treatment of agitation associated with schizophrenia or bipolar disorder and has been approved for marketing in the United States by the U.S. Food and Drug Administration, or FDA, in the European Union, or EU, by the European Commission, or EC, and in certain countries in Latin America. In the United States, the EU and Latin America, ADASUVE is approved for similar indications. It is approved with a different number of dose strengths and has different risk mitigation and management plans in the United States, the EU and Latin America. ADASUVE is our only approved product.

We have two product candidates in active development. AZ-002 (Staccato alprazolam) is being developed for the management of epilepsy patients with acute repetitive seizures, sometimes called cluster seizures, or ARS. A Phase 2a proof-of-concept study for AZ-002 in patients with epilepsy was initiated in January 2015. AZ-007 (Staccato zaleplon) is being developed for the treatment of patients with middle of the night insomnia. Subject to securing additional funding, we expect to initiate a clinical study for AZ-007 in the second half of 2015. We do not anticipate further development of AZ-007 without obtaining these additional capital resources.

We have retained all rights to the Staccato system and to our product candidates other than ADASUVE and AZ-104 (Staccato loxapine, low-dose). For the U.S. market, we have licensed the exclusive rights to commercialize ADASUVE and AZ-104 to Teva Pharmaceuticals USA, Inc., or Teva. For Europe, Latin America and the Commonwealth of Independent States countries, or the Ferrer Territories, we have licensed the exclusive rights to commercialize ADASUVE to Grupo Ferrer Internacional S.A., or Ferrer. We intend to develop certain product candidates internally and to identify external resources or collaborators to develop and commercialize other product candidates.

We believe that, based on our cash, cash equivalents and marketable securities balances at June 30, 2015, estimated product revenues, milestone payments associated with the sale of ADASUVE, and our expected cash usage, we have sufficient capital resources to meet our anticipated cash needs into the fourth quarter of 2015. Changing circumstances may cause us to consume capital significantly faster or slower than we currently anticipate, or to alter our operations.

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AGITATION — ADASUVE (Staccato loxapine)

Episodes of agitation afflict many people suffering from major psychiatric disorders, including schizophrenia and bipolar disorder. In the United States, approximately 2.4 million adults have schizophrenia and approximately 5.7 million adults have bipolar disorder. Of these patients, approximately 900,000 adult patients with schizophrenia and 5 million adult patients with bipolar disorder are currently receiving pharmaceutical treatment and are the target patient population for ADASUVE. More than 90% of patients with schizophrenia and bipolar disorder will experience agitation in their lifetimes. Our primary market research indicates that approximately 50% of treated acute agitation episodes are treated in a hospital setting. In the hospital setting, patients are routinely treated in medical emergency departments, psychiatric emergency services and inpatient psychiatric units, which are the settings where ADASUVE may be used if such facilities are enrolled in the ADASUVE Risk Evaluation and Mitigation Strategy, or REMS, program.

Commercialization Strategy Overview

Our global commercialization strategy for ADASUVE is to use strategic collaborations to commercialize ADASUVE. We currently have two commercialization collaborations, one with Teva and one with Ferrer. We are continuing to seek additional commercialization collaborations to commercialize ADASUVE in territories outside the United States and the Ferrer Territories.

In December 2012, the FDA approved our New Drug Application, or NDA, for Staccato loxapine, as ADASUVE (loxapine) Inhalation Powder 10 mg for the acute treatment of agitation associated with schizophrenia or bipolar I disorder in adults. In the United States, ADASUVE must be administered only in healthcare facilities enrolled in the ADASUVE REMS program that have immediate access on-site to equipment and personnel trained to manage acute bronchospasm, including advanced airway management (intubation and mechanical ventilation). We transferred the ADASUVE NDA and related regulatory documents to Teva in June 2013, together with responsibility for post-approval commitments and conditions related to the U.S. ADASUVE approval. In March 2014, Teva announced the U.S. launch of ADASUVE.

In February 2013, the European Commission, or the EC, granted marketing authorization for ADASUVE in the EU. ADASUVE, 4.5 mg and 9.1 mg inhalation powder loxapine, pre-dispensed, is authorized in the EU for the rapid control of mild-to-moderate agitation in adult patients with schizophrenia or bipolar disorder. The ADASUVE marketing authorization requires that patients receive regular treatment immediately after control of acute agitation symptoms, and that ADASUVE is administered only in a hospital setting under the supervision of a healthcare professional. The ADASUVE marketing authorization also states that a short- acting beta-agonist bronchodilator treatment should be available for treatment of possible severe respiratory side-effects, such as bronchospasm. The marketing authorization for ADASUVE is valid in all 28 EU Member States, plus Iceland, Liechtenstein and Norway. Beginning in August 2014, Ferrer began to receive individual country approvals in Latin America. As of June 30, 2015, Ferrer or its distributors, currently markets ADASUVE in fifteen European countries and three Latin and South American countries(Argentina, Austria, Colombia, Czech Republic, Denmark, Finland, France, Germany, Guatemala, Hungary, Latvia, Lithuania, Norway, Poland, Romania, Slovakia, Spain and Sweden). Ferrer has also received approval to market ADASUVE in five additional Latin American countries. Ferrer anticipates additional EU Member States and Latin American country approvals and launches in 2015 and 2016.

We had primary responsibility for certain post-approval requirements outlined in the marketing authorisation for ADASUVE. Two of the five requirements have been completed and the data submitted to the European Medicines Agency, or the EMA. Work on the three additional requirements is ongoing. In June 2015, Ferrer assumed responsibility for these post-approval responsibilities, as discussed below.

In June 2015, we entered into an amendment to the Ferrer Agreement. We and Ferrer agreed to: (i) transfer ownership of the MAA to Ferrer, whereby Ferrer becomes responsible for all post-approval requirements of the MAA, including the post-authorization safety study, the drug utilization study and the Phase 3 clinical trial for adolescents and all other related regulatory activities and costs associated with the ADASUVE MAA, (ii) provide Ferrer an option to manufacture ADASUVE in the Ferrer Territories in its territory as well as for use by us in territories other than the U.S., Canada, China, Hong Kong, Taiwan and Macao, and if Ferrer does not exercise this option, we have the right to assign the ADASUVE manufacturing right to a third party, subject to Ferrer’s written consent, not to be unreasonably withheld, (iii) eliminate the remaining milestones related to first commercial sales in selected countries, and (iv) provide Ferrer with the right to access technology and develop a Staccato product of their choice to commercialization in the Ferrer Territory, with Ferrer paying a fixed royalty percentage on all sales of new Staccato products developed by Ferrer. Effective upon the June 2015 Ferrer Amendment, the Ferrer territory includes the following countries: European Union, Croatia, Serbia, Bosnia and Herzegovina, Montenegro, Macedonia, Albania, Andorra, Liechtenstein, San Marino, Vaticano, Switzerland, Norway, Iceland, Argentina, Armenia, Azerbaijan, Belarus, Bolivia, Brazil, Chile, Colombia, Costa Rica, Dominican Republic, Ecuador, El Salvador, Georgia, Guatemala, Honduras, Kazakhstan, Kyrgyzstan, Mexico, Moldova, Nicaragua, Panama, Paraguay, Peru, Russia, Tajikistan, Turkey, Turkmenistan, Venezuela, Ukraine, Uruguay, Uzbekistan, Algeria, Bahrain, Egypt, Iran, Iraq, Israel, Jordan, Kuwait, Lebanon, Yemen, United Arab Emirates, Libya, Morocco, Oman, Palestine, Qatar, Saudi Arabia, Syria, Tunisia, Republic of Korea, Philippines and Thailand.

In June 2015, we entered into an amendment to the Teva Agreement, or the Teva Amendment. The Teva Amendment provides for, among other matters: (i) suspension of our obligation to manufacture ADASUVE product during the prior to July 1, 2017, or the Suspension Period, with reinstatement if Teva submits a purchase order after July 1, 2017 and before December 31, 2017; (ii) a right for Teva to manufacture ADASUVE product itself; (iii) provides for Teva to reasonably consent to our assignment of the manufacturing rights under the

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Teva Agreement to a third party; (iii) suspends certain commercialization obligations of Teva during the Suspension Period; (iv) provides us the right to increase the loan amount under the Teva Note for reimbursement of the Company’s manufacturing facility rent through the Suspension Period, up to a maximum of $1,675,000; (v) provides for consent by Teva, under certain conditions, to the sale of all of our ADASUVE manufacturing facility assets and any assignment of manufacturing rights and obligations by us to a third party; and (vi) if we have assigned, sublicensed, subcontracted, delegated or otherwise transferred our manufacturing rights to a third party, further provides for a right of first offer to Teva with respect to the sale of our ADASUVE manufacturing facility assets.

Commercialization Strategy — Other Countries

We continue to seek additional strategic collaborators to commercialize ADASUVE in countries outside of the United States and the Ferrer Territories.

Commercial Production Update

We are responsible for the global commercial manufacturing of ADASUVE in our facility in Mountain View, California for commercialization in the United States, the Ferrer Territories and in any potential future territories. This facility has been inspected by the U.S., EU and other country competent authorities and operates under applicable U.S., EU and other country regulations.

During 2013 and 2014, Alexza completed production of ADASUVE for commercial launch and initial stocking, which did not utilize Alexza’s full manufacturing capacity. In collaboration with Teva and Ferrer, Alexza conducted an analysis to evaluate forward-looking demand for the product and cost-effective strategies for ADASUVE commercial production. The analysis included supply chain requirements, production volume and timelines, batch sizes and possible scenarios to make global production more efficient and cost-effective. Earlier this year, Teva and Ferrer provided longer-term, ADASUVE orders, allowing us to manufacture ADASUVE in a consistent manner to take advantage of the efficiencies of continued batch production. We plan to produce ADASUVE until the end of August 2015. Total production for 2015 will be approximately 110,000 units. Once orders are filled and shipped, it is our intention to suspend ADASUVE commercial production operations. We plan for ADASUVE commercial production to resume in the future as additional commercial product is required by Teva, Ferrer or any future collaborators. We may also consider contracting with third party manufacturers for ADASUVE units if deemed more efficient, including third-party manufacturers with multi-product facilities.

Product Candidate Development

AZ-002 (Staccato alprazolam) for Acute Repetitive Seizures

Epilepsy, a disorder of recurrent seizures, affects approximately 2.5 million Americans, making it the third most common neurological disorder in the United States. ARS refers to seizures that are serial, clustered, or crescendo, and ones that are distinct from the patient’s usual seizure pattern with an onset easily recognized by caregiver and physician. Typically there is recovery between seizures. Among the implications of ARS are concerns for patient safety. Prolonged or recurrent seizure activity persisting for 30 minutes or more may result in serious injury, health impacts or death that correlate directly with seizure duration. ARS, if left untreated, has been reported to evolve into a state of persistent seizure, or status epilepticus, which has a 3% mortality rate in children and 26% in adults.

If approved, AZ-002 could reduce the use of IV or rectal benzodiazepines in treating patients who experience ARS. The potential benefits of AZ-002 may include a faster delivery to the blood stream, when compared to rectal delivery, and greater ease of use. AZ-002 could be administered after a first seizure in a cluster with the aim of preventing further seizures. The caregiver could provide dosing assistance between cluster seizures. We believe that alprazolam’s ability to inhibit anxiety, or anxiolytic action, may provide additional therapeutic benefits to ARS patients. We own full development and commercial rights to AZ-002. We have applied for orphan drug status with the FDA for AZ-002 and expect to apply for orphan drug status in the EU. There is no assurance that AZ-002 will receive such designation.

We initiated a Phase 2a proof-of-concept study for AZ-002 in January 2015. The Phase 2a clinical trial is designed to be an in-clinic, randomized, double-blind, cross-over evaluation of patients with epilepsy. The primary aim of this study will be to assess the safety and pharmacodynamic electroencephalographic effects of a single dose of AZ-002 at different dose strengths. Data from this clinical trial are expected to serve as the basis for dose determination in potential future efficacy and safety clinical studies. We expect to have data from the study in the second half of 2015. We own full development and commercial rights to AZ-002.

AZ-007 (Staccato zaleplon) for Insomnia

We are developing AZ-007 for the treatment of middle of the night insomnia. Insomnia is the most prevalent sleep disorder, and we believe it affects at least 15% to 20% of the U.S. adult population, with some estimates of up to 50% of Americans reporting difficulty getting a good night’s sleep at least a few nights a week. Insomnia can be due to a variety of causes, including depression, grief or stress, menopause, age, shift work, or environmental disruption. Whatever the cause of insomnia, it can take its toll on both the afflicted and the non-afflicted. Sleep disturbances have a major negative impact on public health and economic productivity.

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We believe there is a potentially large clinical need for a product which has the potential to lead to rapid and predictable onset of sleep in patients with middle of the night insomnia, coupled with a predictable duration of sleep and rapid, clear awakening. We believe that the potential of this clinical need to be satisfied by AZ-007 is based on the unique combination of our Staccato technology, to provide a fast and predictable onset of sleep based on rapid delivery of the drug, with zaleplon, a well-characterized sleep drug, with a short duration of action to provide for rapid, clear recovery.

We have completed Phase 1 testing for AZ-007. In the Phase 1 study, AZ-007 delivered an IV-like pharmacokinetic profile with a median time to peak drug concentration of 1.6 minutes. Pharmacodynamics, measured as sedation assessed on a 100 mm visual- analog scale, showed onset of effect as early as 2 minutes after dosing. In the second half of 2015, subject to securing additional funding, we plan to initiate a Phase 2 clinical study with AZ-007. The primary goal of this study will be to: (i) determine AZ-007’s effects and impact on sleep, as measured with polysomnography, (ii) to determine AZ-007’s residual effects after dosing, as measured in a driving simulator environment, and (iii) to collect additional safety data on AZ-007. We do not anticipate further development of AZ-007 without obtaining additional capital resources.

Financing update

In March 2014, we completed a royalty securitization financing, which consisted of a private placement to qualified institutional buyers and accredited institutional investors of $45.0 million of non-recourse notes issued by our wholly-owned subsidiary, or the Notes, and warrants to purchase 345,661 shares of our common stock at a price of $0.01 per share exercisable for five years from the date of issuance. The Notes bear interest at 12.25% per annum payable quarterly beginning June 15, 2014. All royalty and milestone payments received under the Teva Agreement, after paying interest, administrative fees, and any applicable taxes, will be applied to principal and interest payments on the Notes until the Notes have been paid in full. From the proceeds of the transaction, we established a $6.9 million interest reserve account to cover potential shortfall in interest payments. As of June 30, 2015, the interest reserve account has been fully utilized. Future payments of principal and interest on the Notes may be made from royalty revenues from sales in the U.S. of ADASUVE, as well as potential U.S. commercialization and regulatory milestone payments due to us. If the royalty and milestone payments are insufficient to cover the quarterly interest payments, we may, subject to certain conditions, pay the shortfall with available cash resources. The Notes are secured by the right to receive royalty and milestone payments under the Teva Agreement and our equity ownership in the wholly-owned subsidiary. The Notes have no other recourse to us. The Notes may not be redeemed at our option until after March 18, 2016, and may be redeemed after that date subject to the achievement of certain milestones and the payment of a redemption premium for any redemption occurring prior to March 19, 2019. The Notes are not convertible into Alexza equity, nor have we guaranteed them. After fees and expenses, the net proceeds to us were approximately $41 million before the establishment of the interest reserve account.

In October 2014, we entered into an amendment of the Ferrer Agreement and entered into a stock purchase agreement with Ferrer. Pursuant to the amendment and the stock purchase agreement, Ferrer purchased 2,000,000 shares of our common stock for $4.00 per share, in exchange for the elimination of certain future potential milestone payments under the Ferrer Agreement. We paid the former shareholders of Symphony Allegro $865,000 related to this this stock sale.

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Results of Operations

Comparison of Three and Six Months Ended June 30, 2015 and 2014

Revenue

Revenues for the three and six months ended June 30, 2015 and 2014 were:

	Three Months Ended June 30,				Six Months Ended June 30,
	2015		2014		2015		2014
Product revenue	$	1,245	$	1,116	$	1,332	$	1,553
Milestone revenue		—		—		—		1,000
Amortization of upfront payments		630		364		1,242		1,093
Royalty revenue		—		4		6		4
Total revenues	$	1,875	$	1,484	$	2,580	$	3,650

Product Revenue We began shipping commercial units and recognizing revenue on ADASUVE product shipments to Ferrer in the second quarter of 2013 and to Teva in the fourth quarter of 2013. The decrease in 2015 was a result of the timing of shipment of product to Teva and Ferrer. Product revenue is expected to be approximately $0.6 million in the third quarter of 2015 and decrease to zero in the fourth quarter of 2015.

Amortization of Deferred Revenues The upfront payments received from our Collaboration, License and Supply Agreement with Ferrer, or the Ferrer Agreement are recognized as revenue over the period in which we complete our obligations under the agreement. The amount amortized can vary based on changes of the expected timing to complete our obligation and the receipt of any further upfront payments. Amortization of deferred revenues is expected to decrease slightly from first half levels.

Milestone Revenue The milestone earned in 2014 resulted from a payment earned under the Ferrer agreement related to the first commercial sale in Spain, no such milestones were earned in 2015.

Royalty Revenue Royalty revenue is earned under the Teva agreement for sales of ADASUVE in the U.S. Teva commercially launched ADASUVE in March 2014. We expect royalty revenue to increase in the second half of 2015 from 2015 first half levels.

Cost of Goods Sold

Costs of Goods Sold include the direct costs incurred to manufacture products sold combined with allocated manufacturing overhead, which consists of indirect costs, including labor and facility overhead. We are in the early stages of commercialization and have incurred significantly higher than normal indirect costs in the production of our inventory due to manufacturing start-up costs and low production volumes. The carrying cost of inventory is reduced so as to not be in excess of market value as determined by the contractual transfer prices to Ferrer and Teva. These amounts are expensed to cost of goods sold. Cost of goods sold consist mainly of excess manufacturing costs during the period in addition to the cost of the units shipped.

During 2013 and 2014, Alexza completed production of ADASUVE for commercial launch and initial stocking, which did not utilize Alexza’s full manufacturing capacity. In collaboration with Teva and Ferrer, Alexza conducted an analysis to evaluate need for the product and cost-effective strategies for ADASUVE commercial production. The analysis included supply chain requirements, production volume and timelines, batch sizes and possible scenarios to make global production more efficient and cost-effective. Earlier this year, Teva and Ferrer provided longer-term, ADASUVE orders, allowing us to manufacture ADASUVE in a consistent manner to take advantage of the efficiencies of continued batch production. We plan to produce ADASUVE until early in the third quarter of 2015. Once orders are filled and shipped, it is our intention to suspend ADASUVE commercial production operations. We plan for ADASUVE commercial production to resume in the future as additional commercial product is required by Teva, Ferrer or any collaborators. We may also consider contracting with third party manufacturers for ADASUVE units if deemed more efficient, including third-party manufacturers with multi-product facilities. During the three months ended March 31, 2015, we recorded additional cost of goods sold related to $1.2 million of inventory with fixed expiration dates and $1.0 million of prepayments made to the supplier of our lower housing assembly all of which are in excess of our expected production needs prior to the planned suspension of production operations.

We contracted with Autoliv, through a third-party supplier, to build an additional manufacturing cell at a cost of approximately $2.4 million, or the New Cell. The New Cell was initially expected to be installed at Autoliv with the cell currently being utilized by Autoliv,

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or the Original Cell, to be installed at a second source supplier. Due to the Original Cell no longer being utilized and the uncertainty of the timing of engaging a second source supplier, we wrote down the Original Cell to $0, which resulted in an impairment of $1.4 million that was recognized as cost of goods sold in the three months ended March 31, 2015. The New Cell may be utilized if and when commercial production resumes.

Research and Development Expenses

Research and development costs are identified as either directly attributable to one of our product candidates or as general research. Direct costs consist of personnel costs directly associated with a candidate, preclinical study costs, clinical trial costs, related clinical drug and device development, contract services and other research expenditures. Overhead, facility costs and other support service expenses are allocated to each product candidate or to general research, and the allocation is based on employee time spent on each program.

Research and development expenses were $3.8 million and $7.6 million during the three and six months ended June 30, 2015, respectively, and $4.0 million and $7.2 million in the same periods in 2014, respectively. The increase in research and development expenses during the six months ended June 30, 2015 as compared to the same period in 2014 was primarily the result of the start of the Phase 2a clinical trial for AZ-002 and continued work related to the MAA post-approval commitments.

We expect that research and development expenses will decrease over the second half of 2015 due to certain MAA post-approval commitments being assumed by Ferrer in June 2015 and a planned reduction in employee headcount. We anticipate continuing to incur expenses related to our AZ-002 Phase 2a clinical trial, and, if financing is secured, expenses related to the clinical development of AZ-007.

General and Administrative Expenses

General and administrative expenses were $3.8 million and $7.2 million during the three and six months ended June 30, 2015 and $3.9 million and $7.9 million in the same periods in 2014, respectively. This decrease was primarily due to a decrease in share-based compensation expense. We expect general and administrative expenses over the second half of 2015 to decrease from first half levels due to a planned reduction in employee headcount.

Change in the Fair Value of Contingent Consideration Liability

In connection with our acquisition of all of the outstanding equity of Symphony Allegro, Inc., or Allegro, in the third quarter of 2009, we are obligated to pay the former stockholders of Allegro certain percentages of cash receipts that may be generated from future collaboration transactions for ADASUVE, AZ-104 and/or AZ-002. We measure the fair value of this contingent consideration liability on a recurring basis. Any changes in the fair value of this contingent consideration liability are recognized in earnings in the period of the change. Certain events, including, but not limited to, clinical trial results, regulatory approval or nonapproval of our submissions, the timing and terms of a strategic partnership, and the commercial success of ADASUVE, AZ-104, and/or AZ-002, could have a material impact on the fair value of the contingent consideration liability, and as a result, our results of operations.

During the six months ended June 30, 2015 we updated the contingent liability fair value model primarily to reflect the projected uptake of ADASUVE in the U.S. market. As part of this process, we received updated projections from our collaborators in the first quarter of 2015 that indicated sales of ADASUVE would be lower in 2015 and 2016 than had been anticipated in the various projections and scenarios used to estimate the contingent consideration liability in previous periods. As a result of these lower projected sales and the decision to suspend our commercial production operations, we reevaluated the rate at which we believe sales will increase, the amount of peak sales, the period of time it will take to reach peak sales, the number of years at which peak sales would be achieved, and the related impact on the amount and timing of related royalties and milestones to be received. This evaluation resulted in a decrease to projected sales and the related milestones and royalties under the high, medium and low sales scenarios and a heavier weighting to the lower sales scenario. The change in projected product uptake, and the projected related sales milestone payments, resulted in our recognizing a non-operating, non-cash gain of $14.0 million during the six months ended June 30, 2015. During the three months ended June 30, 2015, we recognized a non-operating, non-cash loss of $0.8 million, which primarily represents the effect of the passage on one quarter on the discounted cash flow model.

During the three and six months ended June 30, 2014, we modified the assumptions associated with the amount and timing of milestones and royalties projected for ADASUVE and AZ-002, the probability that AZ-002 would be licensed or sold by us, and the effects of the passage of three and six months on the present value computation. These items resulted in a decrease to the contingent consideration liability and a corresponding non-operating, non-cash gain of $7.6 million and $6.4 million for the three and six months ended June 30, 2014, respectively.

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Interest and Other Income/(Expense), Net

Interest and other income/(expense) was $(10,000) and $(15,000) for the three and six months ended June 30, 2015, respectively, and $2,000 and $8,000 in the same periods in 2014, respectively. The amounts generally represent income earned on our cash, cash equivalents, marketable securities and restricted cash. We expect interest income to remain nominal throughout 2015.

Interest Expense

Interest expense was $2.2 million and $4.4 million for the three and six months ended June 30, 2015, respectively and $2.2 million and $3.0 million in the same periods in 2014, respectively. The amounts represent interest on our borrowings from Teva, the March 2014 royalty securitization financing in 2015, and, in 2014, borrowings from Autoliv ASP, Inc., or Autoliv. We expect interest expense to remain relatively consistent with the first half levels.

Liquidity and Capital Resources

Since inception, we have financed our operations primarily through private placements and public offerings of equity securities, debt financings, revenues primarily from licensing agreements and government grants, and payments from Allegro. We have received additional funding from interest earned on investments, as described below, and funds received upon exercises of stock options and exercises of purchase rights under our 2005 Employee Stock Purchase Plan. As of June 30, 2015, we had $15.7 million in cash, cash equivalents, marketable securities and restricted cash. Our cash and cash equivalents balances are held in money market accounts, investment grade commercial paper and government-backed securities. Cash in excess of immediate requirements is invested with regard to liquidity, capital preservation and yield.

Cash Flows from Operating Activities. Net cash used in by operating activities was $20.9 million and $24.6 million during the six months ended June 30, 2015 and 2014, respectively.

The net cash used in the six months ended June 30, 2015 primarily reflects the net loss of $12.9 million offset by the $14.0 million non-operating, non-cash gain related to the decrease in the contingent consideration liability, non-cash fixed asset impairment charge of $1.4 million, inventory write-off of $1.0 million, share-based compensation expense of $0.6 million and depreciation and amortization of $1.6 million. Cash flows from operating activities were also impacted by the decrease in accrued clinical and other accrued liabilities, primarily due to the payout of the amounts earned under the 2014 Cash Bonus Plan.

The net cash used in the six months ended June 30, 2014 primarily reflects the net loss of $16.7 million and the $6.4 million non-operating, non-cash gain related to the decrease in the contingent consideration liability. These items were partially offset by the share-based compensation expense of $1.4 million and depreciation and amortization of $1.7 million. Cash flows from operating activities were also impacted by the decreases in: (i) accounts payable; (ii) accrued clinical and other accrued liabilities, primarily due to the payout of the amounts earned under the 2013 Cash Bonus Plan; and (iii) deferred revenues, due to the amortization of the balance. In addition, receivables balances increased due to increased shipments of ADASUVE to Teva and Ferrer and the timing of payment received on those shipments.

Cash Flows from Investing Activities. Net cash provided by (used in) investing activities was $16.0 million and $(27.0) million during the six months ended June 30, 2015 and 2014, respectively. During the six months ended June 30, 2015 and 2014 we had fixed asset acquisitions of $44,000 and $2.5 million, respectively. During the six months ended June 30, 2015, we had maturities, net of purchases, of available-for-sale securities of $16.0 million. During the six months ended June 30, 2014, we had purchases, net of maturities, of available-for-sale securities of $24.6 million.

Cash Flows from Financing Activities. Net cash provided by financing activities was $1.9 million and $44.8 million during the six months ended June 30, 2015 and 2014, respectively. Cash flows from financing activities have generally consisted of proceeds from the issuance of our common stock and net cash flows from our financing agreements. In the six months ended June 30, 2015, we had a reduction of restricted cash of $2.8 million, a result of the quarterly interest payments on our royalty securitization financing and we made $0.9 million of payments to the former shareholders of Symphony Allegro. In the six months ended June 30, 2014, we raised net proceeds of approximately $40.8 million through a royalty securitization financing and a drawdown of $10.0 million against the Teva Note. We made $0.3 in payments to the former shareholders of Symphony Allegro as a result of the $1.0 million milestone payment we received from Ferrer related to the first commercial sale in Spain and royalties received from Teva. In addition, we made principal payments of $0.4 million on outstanding financing obligations during the six months ended June 30, 2014.

We believe that with current cash, cash equivalents and marketable securities balances, estimated product revenues and milestone payments associated with the sale of ADASUVE, and our current expected cash usage, we have sufficient capital resources to meet our anticipated cash needs, at our expected cost levels into the fourth quarter of 2015. Changing circumstances may cause us to consume capital significantly faster or slower than we currently anticipate or to alter our operations. We have based these estimates on assumptions that may prove to be wrong, and we could utilize our available financial resources sooner than we currently expect. The key assumptions underlying these estimates include:

• expenditures related to the ADASUVE post-approval commitments to both the FDA and EC during this period being within budgeted levels;

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• expenditures related to ADASUVE commercial manufacturing during this period being within budgeted levels;

• no unbudgeted growth in the number of our employees during this period; and

• no material shortfall in our budgeted revenues.

Our forecast of the period of time that our financial resources will be adequate to support operations is a forward-looking statement and involves risks and uncertainties, and actual results could vary as a result of a number of factors, including the factors discussed in “Risk Factors.” In light of the numerous risks and uncertainties associated with the commercialization of ADASUVE, the commercial manufacturing of ADASUVE, the development of our product candidates and the extent to which we enter into additional strategic collaborations with third parties to participate in development and commercialization of our product candidates, we are unable to estimate the amounts of increased capital outlays and operating expenditures associated with our current and anticipated clinical trials. Our future funding requirements will depend on many factors, including:

• the cost and timing of the development of our commercialization abilities;

• the commercial success of ADASUVE or any other product candidates that are approved for marketing;

• the cost, timing and outcomes of regulatory approvals or non-approvals;

• the scope, rate of progress, results and costs of our preclinical studies, clinical trials and other research and development activities;

• the terms and timing of any additional distribution, strategic collaboration or licensing agreements that we may establish;

• the number and characteristics of product candidates that we pursue;

• the cost of producing ADASUVE in commercial quantities;

• the cost to initiate commercial production of ADASUVE after our production capabilities are suspended in August 2015;

• the cost of establishing clinical supplies of our product candidates;

• the cost of preparing, filing, prosecuting, defending and enforcing any patent claims and other intellectual property rights; and

• the extent to which we acquire or invest in businesses, products or technologies, although we currently have no commitments or agreements relating to any of these types of transactions.

We will need to raise additional funds to support our operations, and such funding may not be available to us on acceptable terms, or at all. If we are unable to raise additional funds when needed, we may not be able to successfully commercialize ADASUVE, perform our post-approval commitments to the FDA and EC, or continue development of our product candidates or we could be required to delay, scale back or eliminate some or all of our development programs, or other operations. We may seek to raise additional funds through public or private financing, strategic collaborations or other arrangements. Any additional equity financing may be dilutive to stockholders and debt financing, if available, may involve restrictive covenants. Applicable listing standards may affect our ability to consummate certain types of offerings of our securities in the future. Our October 2014 private sale of unregistered shares to Ferrer involved the sale of 2,000,000 shares of our common stock. We paid $865,000 of the proceeds from Ferrer to the former stockholders of Symphony Allegro. Our March 2014 royalty securitization financing involved the issuance of warrants to purchase 345,661 shares of our common stock and requires interest payments by our wholly-owned subsidiary without recourse to us beginning in June 2014. Our February 2012 underwritten public offering involved the sale of 4,400,000 shares of our common stock and warrants to purchase an additional 4,400,000 shares of our common stock. If we raise funds through additional collaborative or licensing arrangements, we may be required to relinquish, on terms that are not favorable to us, rights to some of our technologies or product candidates that we would otherwise seek to develop or commercialize ourselves. Our failure to raise capital when needed may harm our business, financial condition, results of operations, and prospects.

Contractual Obligations

Building Lease

We lease a building with 64,104 square feet of manufacturing, office and laboratory facilities in Mountain View, California, which we began to occupy in the fourth quarter of 2007. The lease expires on March 31, 2018, and we have two options to extend the lease for five years each. We believe that the Mountain View facility is sufficient for our office, manufacturing and laboratory needs for at least the next three years.

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Autoliv

On November 2, 2007, we entered into a manufacturing and supply agreement, or the Manufacture Agreement, with Autoliv relating to the commercial supply of chemical heat packages that can be incorporated into our Staccato device. Autoliv had developed these chemical heat packages for us pursuant to a development agreement between Autoliv and us executed in October 2005.

We pay Autoliv a specified purchase price, which varies based on annual quantities ordered by us, per chemical heat package delivered. The initial term of the Manufacture Agreement expired on December 31, 2012, at which time the Manufacture Agreement automatically renewed for successive five-year renewal terms unless we or Autoliv notify the other party no less than 36 months prior to the end of the initial term.

In April 2014, we contracted with Autoliv, through a third-party supplier, to build an additional manufacturing cell at a cost of approximately $2.3 million. In December 2014, we amended the Manufacture Agreement with Autoliv, or the 2014 Amendment to extend the agreement through 2018. In addition, we have the right to engage a second source supplier and implement a manufacturing line transfer from Autoliv to manufacture and supply the chemical heat packages to us or our licensees.

Teva Note

On May 7, 2013 we entered into the Teva Note. Under the terms of the Teva Note, we received advances to fund an agreed operating budget related to ADASUVE. The aggregate advances totaled $25.0 million and are due and payable on the fifth anniversary of the Note, or the Maturity Date. The Teva Note bears interest at 4% per annum. Prior to the Maturity Date, we have the option to prepay up to one-half of the outstanding principal and accrued interest amount. On the Maturity Date, Teva has the option to convert the outstanding principal and accrued interest into Alexza common stock at a price of $4.4833 per share.

In June 2015, we entered into an amendment to the Teva Note. Included in the amendment is a cessation of interest accrual during the suspension of the Company’s obligation to manufacture ADASUVE product for Teva from the date of the amendment to July 1, 2017, or the Suspension Period, with reinstatement of interest accrual if Teva submits a purchase order after July 1, 2017 and before December 31, 2017. In addition, the maturity date of the Teva Note is extended from May 7, 2018 to a new maturity date which includes the addition of the number of days in the Suspension Period. Also included in the amendment is a provision where we have the right to increase the loan amount under the Teva Note for reimbursement of the Company’s manufacturing facility rent through the Suspension Period, up to a maximum of $1,675,000. As a result of this amendment, the effective interest rate of the Teva Note, based on its current book value and revised interest terms and estimated maturity date, was reduced from 9.7% prior to the amendment to 5.2% after the amendment.

Royalty Securitization Financing

On March 18, 2014 we entered into a royalty securitization financing, which consisted of a private placement to qualified institutional buyers and accredited institutional investors of $45.0 million of non-recourse notes issued by our wholly-owned subsidiary, or the Notes, and warrants to purchase 345,661 shares of our common stock at a price of $0.01 per share exercisable for five years from the date of issuance. The Notes bear interest at 12.25% per annum payable quarterly beginning June 15, 2014. All royalty and milestone payments under the Teva Agreement, after paying interest, administrative fees and expenses, and any applicable taxes, will be applied to principal on the Notes until the Notes have been paid in full. From the proceeds of the transaction, we established a $6.9 million interest reserve account to cover potential shortfall in interest payments. As of June 30, 2015, the interest reserve account has been fully utilized. Future payments of principal and interest on the Notes may be made from royalty revenues from sales in the U.S. of ADASUVE, as well as potential U.S. commercialization and regulatory milestone payments due to us. If the royalty and milestone payments are insufficient to cover the quarterly interest payments, we may, subject to certain conditions, pay the shortfall with available cash resources. The Notes are secured by the right to receive royalty and milestone payments under the Teva Agreement and our equity ownership in the wholly-owned subsidiary. The Notes have no other recourse to us. The Notes may not be redeemed at our option until after March 18, 2016, and may be redeemed after that date subject to the achievement of certain milestones and the payment of a redemption premium for any redemption occurring prior to March 19, 2019. The Notes are not convertible into Alexza equity, nor have we guaranteed them.

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Future Minimum Payment Schedule

Our scheduled future minimum contractual payments including interest at June 30, 2015, are as follows (in thousands):

	Operating Lease Agreements		Financing Obligations		Total
2015 - remaining 6 months		1,641		—		1,641
2016		3,299		—		3,299
2017		3,386		—		3,386
2018		853		—		853
2019		—		—		—
Thereafter		—		29,635		29,635
Total	$	9,179	$	29,635	$	38,814

The above table excludes any payments pursuant to the $45,000,000 from the royalty securitization financing notes of our wholly-owned subsidiary, which have a legal maturity date in 2027. The principal payments by the subsidiary under the royalty securitization financing will be dependent upon the timing and amounts of royalties and milestone payments received under the Teva Agreement.

As part of our purchase of all of the outstanding equity of Allegro in August 2009, we agreed to pay to the former stockholders of Allegro certain percentages of cash payments that may be generated from future collaboration transactions pertaining to ADASUVE/AZ-104 (Staccato loxapine) or AZ-002 (Staccato alprazolam). In January 2014, we made a payment to the former stockholders of Allegro of $0.3 million as a result of the $1.0 million milestone payment we received from Ferrer. In January 2015, we made a payment to the stockholders of Allegro of $0.9 million as a result of the common stock sale to Ferrer in October 2014.

Critical Accounting Policies, Estimates and Judgments

There have been no material changes in our critical accounting policies, estimates and judgments during the six months ended June 30, 2015 compared to the disclosures in Part II, Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2014.

Off Balance Sheet Arrangements

None.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Our exposure to market risk is confined to our cash, cash equivalents, marketable securities and restricted cash. The primary objective of our investment activities is to preserve our capital to fund operations. We also seek to maximize income from our investments without assuming significant risk. To achieve our objectives, we maintain a portfolio of cash equivalents and marketable securities in a variety of securities of high credit quality. As of June 30, 2015, we had cash, cash equivalents and marketable securities of $15.7 million. The securities in our investment portfolio are not leveraged, are classified as available-for-sale and are, due to their very short-term nature, subject to minimal interest rate risk. We currently do not hedge interest rate exposure. Because of the short-term maturities of our investments, we do not believe that an increase in market rates would have a material negative impact on the realized value of our investment portfolio. We actively monitor changes in interest rates. We perform quarterly reviews of our investment portfolio and believe we have minimal exposure related to mortgage and other asset-backed securities. We have no exposure to auction rate securities.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

During the fourth quarter of 2014, we identified a material weakness related to the ineffective review and verification of internally prepared reports and analyses utilized in the financial statement closing process. This material weakness was identified during the quarter ended December 31, 2014. This material weakness did not result in the restatement of prior quarterly or annually filed financial statements.

Our management (with the participation of our chief executive officer, chief financial officer and outside counsel) has reviewed our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended). Based on that evaluation, our chief executive officer and chief financial officer have concluded that, as of June 30, 2015, our internal disclosure controls and procedures were effective at the reasonable assurance level, except as otherwise noted below.

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Changes in Internal Controls over Financial Reporting

To remediate the material weakness described above, we implemented remedial measures to improve and develop internal controls, processes and procedures in the financial statement close process. However, the material weakness will not be considered remediated until the applicable remedial controls operate for a sufficient period of time and management has concluded, through testing, that the controls are operating effectively.

Limitations on the Effectiveness of Controls

A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Because of inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues, if any, within a company have been detected. Accordingly, our disclosure controls and procedures are designed to provide reasonable, not absolute, assurance that the objectives of our disclosure control system are met and, as set forth above, our chief executive officer and chief financial officer have concluded, based on their evaluation as of the end of the period covered by this report, that our disclosure controls and procedures were sufficiently effective to provide reasonable assurance that the objectives of our disclosure control system were met, except as noted above.

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PART II. OTHER INFORMATION

Item 1A. Risk Factors

Investing in our common stock involves a high degree of risk. You should carefully consider the risks described below, together with all of the other information included in this Quarterly Report, before deciding whether to invest in shares of our common stock. Additional risks and uncertainties not presently known to us or that we currently deem immaterial also may impair our business operations. The occurrence of any of the following risks could harm our business, financial condition or results of operations. In such case, the trading price of our common stock could decline, and you may lose all or part of your investment.

Risks Relating to Our Business

We have concluded that due to our need for additional capital, and the uncertainties surrounding our ability to raise such funding, substantial doubt exists as to our ability to continue as a going concern.

We have incurred significant losses from operations since our inception and expect losses to continue for the foreseeable future. As of June 30, 2015, we had cash, cash equivalents, marketable securities and restricted cash of $15.7 million and working capital of $9.0 million. We believe that, based on our cash, cash equivalents and marketable securities balances at June 30, 2015, estimated product revenues, milestone payments associated with the sale of ADASUVE and our expected cash usage, we have sufficient capital resources to meet our anticipated cash needs into the fourth quarter of 2015. We have incurred significant losses from operations since our inception and expect losses to continue for the foreseeable future. In light of our ongoing costs, investments in ADASUVE manufacturing and product candidate development, and our projected working capital needs, we expect to need to source additional capital to finance our ongoing operations in the next twelve months. We may not be able to source sufficient capital on acceptable terms, or at all, to continue to pursue approval to commercialize ADASUVE in the United States or other countries, to continue development of our other product candidates or to continue operations. We plan to source additional capital which may be used to fund strategic initiatives, operations and working capital, or development of product candidates. In addition to product revenues, royalties and milestone payments, we may finance our operations through additional distribution or licensing collaborations, sale of equity securities, or utilization of debt arrangements. Such funding may not be available or may be on terms that are not favorable to us. Our inability to source capital as and when needed could have a negative impact on our financial condition, results of operations or our ability to execute on our strategic initiatives.

Our audited financial statements for the fiscal year ended December 31, 2014 and our unaudited financial statements for the quarter ended June 30, 2015 were prepared on a going concern basis in accordance with United States generally accepted accounting principles. The going concern basis of presentation assumes that we will continue in operation for the next twelve months and will be able to realize our assets and discharge our liabilities and commitments in the normal course of business and do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from our inability to continue as a going concern. Our operating and capital plans for the next twelve months call for cash expenditure to exceed our current cash, cash equivalents, marketable securities, restricted cash and working capital. We concluded that due to our need for additional capital, and the uncertainties surrounding our ability to raise such funding, substantial doubt exists as to our ability to continue as a going concern. We may be forced to reduce our operating expenses, raise additional funds, principally through additional corporate partnerships, the additional sales of our securities or debt financings to meet our working capital needs. However, we cannot guarantee that we will be able to obtain sufficient additional funds when needed or that such funds, if available, will be obtainable on terms satisfactory to us. If we are unable to raise sufficient additional capital or complete a strategic transaction, we may be unable to continue to fund our operations, develop our product candidates or realize value from our assets and discharge our liabilities in the normal course of business. These uncertainties raise substantial doubt about our ability to continue as a going concern. If we become unable to continue as a going concern, we may have to liquidate our assets, and might realize significantly less than the values at which they are carried on our financial statements, and stockholders may lose all or part of their investment in our common stock.

Our near-term prospects are dependent on ADASUVE. If we or our collaborators are unable to successfully commercialize ADASUVE for the acute treatment of agitation in adults with schizophrenia or bipolar disease, our ability to generate significant revenue or achieve profitability will be adversely affected.

ADASUVE is our only product approved for marketing in the United States, the EU and certain Latin American countries, and our ability to generate revenue in the near term is entirely dependent upon sales of ADASUVE. We do not have any product approved for marketing outside of the United States, the EU or Latin America. We or our collaborators may not be able to successfully commercialize ADASUVE for a number of reasons, including:

• we or our collaborators may not be able to establish or demonstrate in the medical community the safety and efficacy of ADASUVE and any potential advantages over existing therapeutics and products currently in clinical development;

• doctors may be hesitant to prescribe ADASUVE until results from our post-approval studies are available or other long term data regarding efficacy and safety become available;

• results from our post-approval studies may fail to verify the clinical benefit of ADASUVE for the treatment of agitation in patients with bipolar disorder and schizophrenia or may reveal unforeseen safety issues;

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• our limited experience in marketing, selling and distributing ADASUVE;

• reimbursement and coverage policies of government and private payers such as Medicare, Medicaid, insurance companies, health maintenance organizations and other plan administrators;

• the relative price of ADASUVE as compared to alternative treatment options;

• the reliability of our estimates, including the frequency of agitation in many patients with bipolar disorder and schizophrenia;

• we or our collaborators may not have, or may not choose to dedicate, adequate financial or other resources to successfully commercialize ADASUVE; and

• we may not be able to supply ADASUVE in commercial quantities or at acceptable costs.

If we or our collaborators are unable to successfully commercialize ADASUVE for the treatment of agitation in adults with schizophrenia or bipolar disorder, our ability to generate revenue from royalties and product sales and achieve profitability will be adversely affected and our stock price would likely decline.

We have a history of net losses. We expect to continue to incur substantial and increasing net losses for the foreseeable future, and we may never achieve or maintain profitability.

We are not profitable and have incurred significant net losses in each year since our inception, including net losses of $12.9 million, $36.7 million, $39.6 million, and $28.0 million for the six months ended June 30, 2015 and the years ended December 31, 2014, 2013, and 2012, respectively. As of June 30, 2015, we had an accumulated deficit of $423.8 million and a stockholders’ deficit of $63.9 million. We expect to continue to incur substantial net losses and negative operating cash flow through at least 2016. These losses and negative operating cash flows have had, and will continue to have, an adverse effect on our stockholders’ equity and working capital.

Because of the numerous risks and uncertainties associated with the commercialization of ADASUVE by Teva and Ferrer, our ability to supply commercial quantities of ADASUVE, and conduct pharmaceutical product development, we are unable to predict accurately the timing or amount of future revenues or expenses, or when, or if, we will be able to achieve or maintain profitability. To date, we have not generated any significant product or royalty revenue. We have financed our operations primarily through the sale of equity securities, equipment financing, debt financing, collaboration and licensing agreements, and government grants. The size of our future net losses will depend, in part, on the rate of growth or contraction of our expenses and the level and rate of growth, if any, of our revenues. Revenues from strategic collaborations are uncertain because we may not enter into any additional strategic collaborations or current collaborations may have different results than we anticipate. If we or our collaborators are unable to successfully commercialize ADASUVE or one or more of our product candidates or if sales revenue from ADASUVE or any product candidate that receives marketing approval is insufficient, we will not achieve profitability. Even if we do achieve profitability, we may not be able to sustain or increase profitability.

Our operating results are unpredictable and may fluctuate. If our operating results are below the expectations of securities analysts or investors, the trading price of our stock could decline.

Our operating results are difficult to predict and will likely fluctuate from quarter to quarter and year to year. ADASUVE sales will be difficult to predict from period to period. For example, we did not have any shipments of ADASUVE in the fourth quarter of 2014. Product sales recognized during the fourth quarter of 2014 represented units of ADASUVE that were shipped during the third quarter and accepted in the fourth quarter by our collaborators. We also plan to manufacture commercial units of ADASUVE through early third quarter 2015 and then suspend our commercial production operations until Teva, Ferrer or any future commercial collaborator require additional units of ADASUVE. We do not expect to reengage our commercial production operations prior to 2017. We believe that our quarterly and annual results of operations may be negatively affected by a variety of factors, including:

• a failure to achieve a sufficient level of demand by patients and healthcare providers for ADASUVE;

• the timing and level of investment in our or our collaborators’ sales and marketing efforts to support ADASUVE sales;

• the timing and level of investment in our or our collaborators’ research and development activities involving ADASUVE; and

• expenditures we may incur to acquire or develop additional products.

In addition, we measure compensation cost for stock-based awards made to employees at the grant date of the award, based on the fair value of the award, and recognize the cost as an expense over the employee’s requisite service period. As the variables that we use as a basis for valuing these awards change over time, including our underlying stock price, the magnitude of the expense that we must recognize may vary significantly. Any such variance from one period to the next could cause a significant fluctuation in our operating results.

For these reasons, it is difficult for us to accurately forecast future profits or losses. As a result, it is possible that in some quarters our operating results could be below the expectations of securities analysts or investors, which could cause the trading price of our common stock to decline, perhaps substantially.

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We will need substantial additional capital in the future. If additional capital is not available, we will have to delay, reduce or cease operations.

We will need to source additional capital to fund our operations, to develop our product candidates and to support our commercial manufacturing activities. Our future capital requirements will be substantial and will depend on many factors including:

• Teva’s success in commercializing ADASUVE in the United States;

• Teva’s executing the ADASUVE REMS program to the satisfaction of the FDA;

• Ferrer’s success in commercializing ADASUVE in the Ferrer Territories;

• the terms and success of any future licensing arrangement that we may enter into for the commercial rights for ADASUVE outside the United States and the Ferrer Territories;

• the development costs for our other product candidates;

• the cost and timing of complying with our post-approval commitments;

• the cost and timing of complying with the process for renewal of marketing authorization in the EU;

• the scope, rate of progress, results and costs of our preclinical studies, clinical trials and other research and development activities;

• the scope, rate of progress, results and costs of our commercial production activities;

• our ability to execute our commercial production strategy;

• payments received under our collaborations with Ferrer and Teva and any future strategic collaborations;

• the continuation of the Ferrer and Teva collaborations under their agreed terms;

• the filing, prosecution and enforcement of patent claims; and

• the costs associated with commercializing our other product candidates, if they receive regulatory approval.

We believe that, based on our cash, cash equivalents and marketable securities balances at June 30, 2015, estimated product revenues and milestone payments associated with the sale of ADASUVE and our expected cash usage, we have sufficient capital resources to meet our anticipated cash needs into the fourth quarter of 2015. Changing circumstances may cause us to consume capital significantly faster or slower than we currently anticipate, or to alter our operations. We have based these estimates on assumptions that may prove to be wrong, and we could exhaust our available financial resources sooner than we currently expect. The key assumptions underlying these estimates include:

• continuation of our Teva and Ferrer collaborations;

• no unexpected costs related to executing our commercial production strategy; and

• no unbudgeted growth in the number of our employees during this period.

We may never be able to generate a sufficient amount of product or royalty revenue to cover our expenses. We did not generate any product revenues until the second quarter of 2013 and did not generate any royalty revenues until the second quarter of 2014. Product sales recognized during the fourth quarter of 2014 represented units of ADASUVE that were shipped late in the third quarter and tested and accepted in the fourth quarter by our collaborators. We also plan to manufacture commercial units of ADASUVE through early third quarter 2015 and then suspend our commercial production operations until Teva, Ferrer or any future commercial collaborator require additional units of ADASUVE. In addition, any royalty and milestone payments payable under the Teva Agreement will first be applied to repaying principal and interest on the $45.0 million of non-recourse notes that our wholly-owned subsidiary issued in our March 2014 royalty securitization financing before we are able to utilize any royalty or milestone payments under the Teva Agreement for general corporate purposes. We did not recognize any royalty revenues during the second or third quarter of 2014. Until we generate sufficient revenues to cover expenses, we expect to finance our future cash needs through public or private equity offerings, debt financings, strategic collaborations or licensing arrangements. Any financing transaction may contain unfavorable terms. For example, the terms of certain warrants we have issued in previous financings could require us to pay warrant holders a significant portion of the proceeds in a change of control transaction, potentially materially reducing the proceeds available to holders of our common stock. If we source additional funds by issuing equity securities our stockholders’ equity will be diluted and debt financing, if available, may involve restrictive covenants. If we source additional funds through strategic collaborations, we may be required to relinquish rights to ADASUVE, our product candidates or our technologies, or to grant licenses on terms that are not favorable to us. Complying with the terms of the foregoing rights and restrictions may make it more difficult to complete certain types of transactions and result in delays to our fundraising efforts.

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We do not have sales and marketing capabilities, and consequently must rely on commercial collaborations to sell our products, and we and our collaborators may be unable to generate significant product revenue.

In December 2012, the FDA granted marketing approval for ADASUVE in the United States for the acute treatment of agitation associated with schizophrenia or bipolar I disorder in adults. The approval of ADASUVE is our first regulatory approval. We do not have a sales and marketing organization and as a company, we do not have significant experience in the sales and distribution of pharmaceutical products.

We have exclusively licensed the ADASUVE U.S. commercialization rights to Teva, which we believe will have a significant impact on the ultimate success of ADASUVE in the United States. Teva announced the U.S. launch of ADASUVE in March 2014. If Teva is unable to commercialize ADASUVE successfully in the United States or Teva is unable to fulfill the post-marketing obligations that were required by the FDA as part of the ADASUVE NDA approval, our revenue will suffer and our stock price may decline. Teva’s commercialization efforts could also have an effect on investors’ perception of potential sales of ADASUVE outside the United States, which could also cause a decline in our stock price and may make it more difficult for us to enter into additional strategic collaborations.

There are risks involved with utilizing Teva to sell our product. By licensing the U.S. commercialization rights to Teva, we may generate fewer revenues from the royalties and milestone payments under the Teva Agreement than if we commercialized ADASUVE on our own. Additionally, Teva may not fulfill its obligations or carry out selling and marketing activities as diligently as we would like. We could also become involved in disputes with Teva, which could lead to delays in or termination of commercialization programs and time-consuming and expensive litigation or arbitration. If Teva terminates or breaches its agreement, or otherwise fails to complete its obligations in a timely manner, the chances of successfully selling or marketing ADASUVE would be materially and adversely affected. Teva has the right to terminate the Teva Agreement with or without cause, upon 120 day notice. If Teva exercises this right, our business and operations and stock price may be negatively affected.

In February 2013, the EC granted a marketing authorization for ADASUVE, as ADASUVE (Staccato loxapine) 4.5 mg or 9.1 mg, inhalation powder, pre-dispensed. In October 2011, we entered into a commercial collaboration with Ferrer pursuant to the Ferrer Agreement, to commercialize ADASUVE in the Ferrer Territories. Ferrer, or its distributors, currently markets ADASUVE in fifteen European countries and three Latin and South American countries (Argentina, Austria, Colombia, Czech Republic, Denmark, Finland, France, Germany, Guatemala, Hungary, Latvia, Lithuania, Norway, Poland, Romania, Slovakia, Spain and Sweden). We expect Ferrer to launch ADASUVE in additional countries in the Ferrer Territories in 2015 and 2016. If Ferrer is unable to commercialize ADASUVE successfully in the various Ferrer Territories or if Ferrer is unable to fulfill the post-marketing authorization commitments that were required as part of the marketing authorization granted for ADASUVE in the EU, our revenue will suffer and our stock price may decline.

We also intend to seek international distribution collaborators in addition to Ferrer for ADASUVE and our product candidates. If we are unable to enter into an international distribution collaboration, we will be unable to generate revenues from countries outside the United States and the Ferrer Territories.

If we enter into additional strategic collaborations, we may be required to relinquish important rights to and control over the development of ADASUVE or our product candidates or otherwise be subject to terms unfavorable to us.

Our relationships with Teva and Ferrer are, and any other strategic collaborations with pharmaceutical or biotechnology companies we may establish will be, subject to a number of risks including:

• business combinations or significant changes in a strategic collaborator’s business strategy may adversely affect a strategic collaborator’s willingness or ability to complete its obligations under any arrangement;

• we may not be able to control the amount or timing of resources that our strategic collaborators devote to the development or commercialization of ADASUVE or our product candidates;

• strategic collaborators may delay clinical trials, provide insufficient funding, terminate a clinical trial or abandon a product candidate, repeat or conduct new clinical trials or require a new version of a product candidate for clinical testing;

• strategic collaborators may not pursue further development and commercialization of products resulting from the strategic collaboration arrangement or may elect to discontinue research and development programs;

• strategic collaborators may not commit adequate resources to the marketing and distribution of any future products, limiting our potential revenues from these products;

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• disputes may arise between us and our strategic collaborators that result in the delay or termination of the research, development or commercialization of ADASUVE or our product candidates or that result in costly litigation or arbitration that diverts management’s attention and consumes resources;

• strategic collaborators may experience financial difficulties;

• strategic collaborators may not properly maintain or defend our intellectual property rights or may use our proprietary information in a manner that could jeopardize or invalidate our proprietary information or expose us to potential litigation;

• strategic collaborators could independently move forward with a competing product candidate developed either independently or in collaboration with others, including our competitors; and

• strategic collaborators, including Teva or Ferrer, could terminate the arrangement or allow it to expire, which would delay and may increase the cost of developing our product candidates or commercializing ADASUVE.

The REMS program for ADASUVE imposes, and any REMS on any other approved products may impose, regulatory burdens on the distribution and sales of ADASUVE or any other approved products and also on healthcare providers that may make the products commercially unattractive or impractical.

As a condition of FDA approval, Teva is required to have a REMS program for ADASUVE, and we may be required to implement a REMS program for any other product candidates we may develop. A REMS may include various elements, such as distribution of a medication guide or a patient package insert; implementation of a communication plan to educate healthcare providers of the drug’s risks; imposition of limitations on who may prescribe or dispense the drug, including training and certification requirements; or other measures that the FDA deems necessary to assure the safe use of the drug. The FDA has a wide degree of discretion in deciding which elements are necessary for the safe use of a product, and it may impose elements that significantly burden our ability to commercialize the product, or that burden healthcare providers to the extent that use of the product is severely curtailed.

For ADASUVE, the REMS program contains measures to ensure that the product is administered only in healthcare facilities enrolled in the ADASUVE REMS program that have immediate on-site access to equipment and personnel trained to manage acute bronchospasm, including advanced airway management (intubation and mechanical ventilation). The REMS program may not allow commercialization and use of ADASUVE in a commercially feasible manner. In the future, the FDA could impose additional REMS elements, such as if the REMS proves inadequate in managing the risk of bronchospasm associated with ADASUVE or if new safety risks emerge, and such additional elements could substantially burden or even eliminate our ability to commercialize ADASUVE in a feasible manner.

If our collaborators are unable to successfully complete the ADASUVE post-marketing studies required by the FDA and EC, or if data generated from the post-marketing studies indicate safety concerns, our sales could be diminished and our ability to generate a profit could be negatively affected.

As a condition of U.S. ADASUVE approval, there are several required post-marketing studies, including a 10,000 patient observational clinical trial that is designed to gather patient safety data based on the “real-world” use of ADASUVE in the hospital setting and a clinical program designed to evaluate the safety and efficacy of ADASUVE in agitated adolescent patients. The data derived from any post-approval study or trial could result in additional restrictions on the commercialization of ADASUVE through changes to the approved ADASUVE label, additional goals or elements in the REMS program, the imposition of additional post-approval studies or trials, or even the withdrawal of the approval of ADASUVE. Our business, operations and stock price may be negatively affected if any of these or similar events occur.

As a condition of the ADASUVE EU marketing authorisation, we were responsible for conducting and funding the post-approval studies, including (i) a benzodiazepine interaction study, which has been completed, (ii) a controlled study to determine ADASUVE’s effect on cardiac rhythms, or a thorough QTc study, with two doses of ADASUVE, which has been completed, (iii) a clinical program designed to evaluate the safety and efficacy of ADASUVE in agitated adolescent patients, (iv) an observational clinical trial, and (v) a drug utilization clinical trial. As part of the transfer of the MAA to Ferrer in June 2015, Ferrer assumed responsibility for completing these studies. Results of the benzodiazepine interaction study and the thorough QTc study have been submitted to the EMA.

If our collaborators are unable to fulfill the FDA or EU post-marketing obligations, or do not fulfill these obligations within an appropriate time, or if the EMA determines from the results of the completed benzodiazepine interaction study or the completed thorough QTc study that ADASUVE poses or may pose actual or possible safety risks to some patients, the NDA could be suspended, withdrawn, or limited, and the current marketing authorization in the EU could be varied, suspended or withdrawn and our business, operations and stock price may be negatively affected.

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If we do not produce our commercial devices cost effectively, we will never be profitable.

ADASUVE and our Staccato system-based product candidates contain electronic and other components in addition to the API. The cost to produce ADASUVE and our product candidates, and any additional approved products, will likely be higher per dose than the cost to produce intravenous or oral tablet products. This higher cost of goods may prevent us or our collaborators from ever selling any products at a profit. The development and production of our technology entail a number of technical challenges, including achieving adequate dependability in our production, that may be expensive or time consuming to solve. Any delay in or failure to develop and manufacture any future products in a cost effective way could prevent us from generating any meaningful revenues and prevent us from becoming profitable.

In October 2011, we committed to sell ADASUVE to Ferrer for a fixed transfer price, which is below our current production costs, and in May 2013, we committed to supply ADASUVE to Teva at a price based on costs of commercial production, which transfer price will convert to a fixed price upon achievement of costs equal to a specified per-unit price. Our future manufacturing costs per unit will be dependent on future demand of ADASUVE. If we and our collaborators do not generate sufficient demand, our manufacturing costs will exceed the fixed transfer price and will result in losses. If we are unable to generate profits from manufacturing our products, we may be required to seek alternative manufacturing strategies.

During 2013 and 2014, Alexza completed production of ADASUVE for commercial launch and initial stocking, which did not utilize Alexza’s full manufacturing capacity. In collaboration with Teva and Ferrer, Alexza conducted an analysis to evaluate need for the product and cost-effective strategies for ADASUVE commercial production. The analysis included supply chain requirements, production volume and timelines, batch sizes and possible scenarios to make global production more efficient and cost-effective. Earlier this year, Teva and Ferrer provided longer-term, ADASUVE orders, allowing us to manufacture ADASUVE in a consistent manner to take advantage of the efficiencies of continued batch production. We plan to produce ADASUVE until August 2015. Once orders are filled and shipped, it is our intention to suspend ADASUVE commercial production operations. We plan for ADASUVE commercial production to resume in the future as additional commercial product is required by Teva, Ferrer or any future collaborators. We may also consider contracting with third party manufacturers for ADASUVE units if deemed more efficient, including third-party manufacturers with multi-product facilities. We cannot predict when, if ever, we will begin to again commercially manufacture ADASUVE. If we do not restart our commercial manufacturing, we cannot predict if third-party manufacturers will be able to produce ADASUVE at a price which would allow us to generate profits.

The availability and amount of reimbursement for ADASUVE and our product candidates and the manner in which government and private payors may reimburse for our potential products is uncertain.

Many of the patients in the United States who seek treatment with ADASUVE or any other of our products that are approved for marketing will be eligible for Medicare benefits. Other patients may be covered by private health plans. The Medicare program is administered by CMS, and coverage and reimbursement for products and services under Medicare are determined pursuant to statute, regulations promulgated by CMS, and CMS’s subregulatory coverage and reimbursement determinations. CMS’s regulations and interpretive determinations are subject to change, as are the procedures and criteria by which CMS makes coverage and reimbursement determinations and the reimbursement amounts established by statute, particularly because of budgetary pressures facing the Medicare program. For example, we anticipate that ADASUVE will be used only in the hospital inpatient and hospital outpatient settings. In the hospital inpatient setting, Medicare does not provide separate reimbursement for drugs but pays for them as part of the payment for the hospital stay. In the hospital outpatient setting, the statute establishes the payment rate for new drugs and biologicals administered incident to a physician’s service that are granted “pass-through status” at the rate applicable in physicians’ offices (i.e., ASP plus six percent) for two to three years after FDA approval. For drugs and biologicals that do not have pass-through status, CMS establishes the payment rates by regulation. For 2015, these drugs are reimbursed at ASP plus six percent if they have an average cost per day exceeding $95; drugs with an average cost per day of less than $95 are not separately reimbursed. In future years, CMS could change both the payment rate and the average cost threshold, and these changes could adversely affect payment for ADASUVE. In addition, the President has proposed and Congress has considered amending the statute to reduce Medicare’s payment rates for drugs and biologicals, and if such legislation is enacted, it could adversely affect payment for ADASUVE. Moreover, ADASUVE is different from many drugs covered by Medicare Part B because it is administered by a healthcare professional through a disposable inhaler.

Effective April 1, 2013, Medicare payments for all items and services, including drugs and biologicals, were reduced by up to 2% under the sequestration (i.e., automatic spending reductions) required by the Budget Control Act of 2011, Pub. L. No. 112-25, or BCA, as amended by the American Taxpayer Relief Act of 2012, Pub. L. 112-240, or ATRA. The BCA requires sequestration for most federal programs, excluding Medicaid, Social Security, and certain other programs, because Congress failed to enact legislation by January 15, 2012, to reduce federal deficits by $1.2 trillion over ten years. The BCA caps the cuts to Medicare payments or items and services at 2%, and requires the cuts to be implemented on the first day of the first month following the issuance of a sequestration order. The ATRA delayed implementation of sequestration from January 2, 2013, to March 1, 2013, and as a result, the Medicare cuts took effect April 1, 2013, and will remain in effect unless Congress enacts legislation to cancel the cuts. The cuts were originally scheduled to occur through 2021, but under the Bipartisan Budget Act of 2013, these cuts were extended through 2023. These cuts could adversely impact payment for ADASUVE and related procedures.

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In March 2014, Teva announced the U.S. launch of ADASUVE. We expect ADASUVE to experience pricing pressures in the United States due to the trend toward managed healthcare, the increasing influence of health maintenance organizations and additional legislative proposals. We cannot be sure that reimbursement amounts, or the lack of reimbursement, will not reduce the demand for, or the price of, ADASUVE or any future products. If reimbursement is not available or is available only to limited levels, we or any collaborator may not be able to effectively commercialize ADASUVE or any future products, In addition, if we or any collaborator fail to successfully secure and maintain reimbursement coverage for ADASUVE or any future products or are significantly delayed in doing so, we or any collaborator will have difficulty achieving market acceptance of our products and our business will be harmed.

Payors also are increasingly considering new metrics as the basis for reimbursement rates, such as ASP, AMP and Actual Acquisition Cost. The existing data for reimbursement based on these metrics is relatively limited, although certain states have begun to survey acquisition cost data for the purpose of setting Medicaid reimbursement rates. CMS has made draft National Average Drug Acquisition Cost, or NADAC, and draft National Average Retail Price, or NARP, data publicly available on at least a monthly basis. In July 2013, CMS suspended the publication of draft NARP data, pending funding decisions. In November 2013, CMS moved to publishing final rather than draft NADAC data and has since made updated NADAC data publicly available on a weekly basis. Therefore, it may be difficult to project the impact of these evolving reimbursement mechanics on the willingness of payors to cover ADASUVE or any future products. As discussed below, once we or any collaborator begin to participate in government pricing programs, recent legislative changes to the 340B drug pricing program, and the Medicaid Drug Rebate program also could impact our revenues. We anticipate that a significant portion of our revenue from sales of ADASUVE will be obtained through government payors, including Medicaid, and any failure to qualify for reimbursement for ADASUVE under those programs would have a material negative effect on revenues from sales of ADASUVE.

The EU Member States are free to restrict the range of medicinal products for which their national health insurance systems provide reimbursement and to control the prices and/or reimbursement levels of medicinal products for human use. An EU Member State may approve a specific price or level of reimbursement for the medicinal product, or alternatively adopt a system of direct or indirect controls on the profitability of the company responsible for placing the medicinal product on the market, including volume-based arrangements and reference pricing mechanisms. We anticipate that pricing and reimbursement decisions concerning ADASUVE in the EU will have a significant impact on the sales of the product in the EU. Failure to obtain pricing and reimbursement for ADASUVE at an appropriate level in any of the EU Member States would, in part due to EU parallel trade rules, have a material adverse effect on revenues from sales of ADASUVE.

Healthcare law and policy changes, including those based on recently enacted legislation, may impact our business in ways that we cannot currently predict and these changes could have a material adverse effect on our business and financial condition.

Healthcare costs have risen significantly over the past decade. In March 2010, the Healthcare Reform Act, or PPACA, was adopted in the United States. The Healthcare Reform Act substantially changes the way health care is financed by both governmental and private insurers, and significantly impacts the pharmaceutical industry. The Healthcare Reform Act contains a number of provisions that are expected to impact our business and operations, in some cases in ways we cannot currently predict. Changes that may affect our business include those governing enrollment in federal and private healthcare programs, new Medicare reimbursement methods and rates, increased rebates and taxes on pharmaceutical products, expansion of the 340B program, and revised fraud and abuse and enforcement requirements. These changes will impact existing government healthcare programs and will result in the development of new programs, including Medicare payment for performance initiatives and improvements to the physician quality reporting system and feedback program.

We anticipate that with Teva’s commercialization of ADASUVE in the United States or with other potential product candidates, some of our revenue and the revenue from our collaborators may be derived from U.S. government healthcare programs, including Medicare. We expect that the Healthcare Reform Act and other healthcare reform measures that may be adopted in the future could have an adverse effect on our industry generally and the ability to successfully commercialize ADASUVE or our product candidates or could limit or eliminate our spending on development projects.

The Healthcare Reform Act made significant changes to the Medicaid Drug Rebate program, in which we expect to participate. Effective March 23, 2010, rebate liability expanded from fee-for-service Medicaid utilization to include the utilization of Medicaid managed care organizations as well. With regard to the amount of the rebates owed, the Healthcare Reform Act increased the minimum Medicaid rebate from 15.1% to 23.1% of the average manufacturer price for most innovator products and from 11% to 13% for non-innovator products; changed the calculation of the rebate for certain innovator products that qualify as line extensions of existing drugs; and capped the total rebate amount for innovator drugs at 100% of the average manufacturer price. We expect that the increased minimum rebate of 23.1% will apply to ADASUVE. Finally, the Healthcare Reform Act requires pharmaceutical manufacturers of branded prescription drugs to pay a branded prescription drug fee to the federal government beginning in 2011. Each individual pharmaceutical manufacturer pays a prorated share of the branded prescription drug fee of $3.0 billion in 2015 (and set to increase in ensuing years), based on the dollar value of its branded prescription drug sales to certain federal programs identified in the law. Additional provisions of the Healthcare Reform Act, some of which became effective in 2011, may negatively affect our future revenues.

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The Healthcare Reform Act also expanded the Public Health Service’s 340B drug pricing discount program, which we expect to participate in. The 340B pricing program requires participating manufacturers to agree to charge statutorily-defined covered entities no more than the 340B “ceiling price” for the manufacturer’s covered outpatient drugs. The Healthcare Reform Act expanded the 340B program to include additional types of covered entities: certain free-standing cancer hospitals, critical access hospitals, rural referral centers and sole community hospitals, each as defined by the Healthcare Reform Act. The Healthcare Reform Act, as drafted, exempted “orphan drugs” — those designated under section 526 of the FDCA — from the ceiling price requirements for these newly-eligible entities.

The Health Resources and Services Administration, or HRSA, which administers the 340B program, previously had issued a final regulation to implement the orphan drug exception that interpreted the orphan drug exception narrowly. That final regulation was vacated by the U.S. District Court for the District of Columbia on May 23, 2014 on the ground that HRSA did not have the authority to issue a regulation on this topic. On July 21 2014, HRSA issued an “interpretive” rule that again interprets the orphan drug exception narrowly, consistent with the invalidated final rule. Like the invalidated final rule, it exempts orphan drugs from the ceiling price requirements for the newly-eligible entities only when the orphan drug is used for its orphan indication. Under the interpretive rule, the newly-eligible entities are entitled to purchase orphan drugs at the ceiling price when the orphan drug is not used for its orphan indication. The uncertainty regarding how the statutory orphan drug exception will be applied will increase the complexity of compliance, will make compliance more time-consuming, and could negatively impact our results of operations. HRSA previously was expected to issue a comprehensive proposed regulation in 2014 that would have addressed many aspects of the 340B program. However, the invalidation of the orphan drug regulation on the ground that HRSA did not have rulemaking authority for that topic has raised questions regarding whether HRSA has the authority to issue the comprehensive regulation. We have applied for orphan drug status for AZ-002, and expect to apply for orphan drug status in the EU. There can be no assurance that AZ-002 will receive such designation, and should HRSA successfully attempt to limit the scope of the orphan drug exception in the future, this might have a negative impact on our business.

The Healthcare Reform Act also obligates the Secretary of the HHS to create regulations and processes to improve the integrity of the 340B program and to update the agreement that manufacturers must sign to participate in the 340B program to obligate a manufacturer to offer the 340B price to covered entities if the manufacturer makes the drug available to any other purchaser at any price and to report to the government the ceiling prices for its drugs. HRSA has stated on its website that in 2015 it plans to issue a proposed guidance for notice and comment that will address key policy issues raised by various stakeholders committed to the integrity of the 340B program. HRSA also states it is planning to issue proposed rules pertaining to civil monetary penalties for manufacturers, calculation of the 340B ceiling price, and administrative dispute resolution. When this guidance is issued, it could affect our obligations under the 340B program in ways we cannot anticipate. In addition, legislation may be introduced that, if passed, would further expand the 340B program to additional covered entities or would require participating manufacturers to agree to provide 340B discounted pricing on drugs used in the inpatient setting.

Many of the Healthcare Reform Act’s most significant reforms started taking effect last year with more still pending, and the details will be shaped significantly as the various provisions become active, especially given the political nature of the law. In 2012, the Supreme Court of the United States heard challenges to the constitutionality of the individual mandate and the viability of certain provisions of the Healthcare Reform Act. The Supreme Court’s decision upheld most of the Healthcare Reform Act and determined that requiring individuals to maintain “minimum essential” health insurance coverage or pay a penalty to the Internal Revenue Service was within Congress’s constitutional taxing authority. However, the Supreme Court struck down a provision in the Healthcare Reform Act that penalized states that choose not to expand their Medicaid programs through an increase in the Medicaid eligibility income limit from a state’s current eligibility levels to 133% of the federal poverty limit. As a result of the Supreme Court’s ruling, it is unclear whether states will expand their Medicaid programs by raising the income limit to 133% of the federal poverty level and whether there will be more uninsured patients in 2015 than anticipated when Congress passed the Healthcare Reform Act. For each state that does not choose to expand its Medicaid program, there will be fewer insured patients overall. The reduction in the number of insured patients could impact the sales, business and financial condition.

While the constitutionality of key provisions of the Healthcare Reform Act was upheld by the Supreme Court, legislative changes to it remain possible. We expect that the Healthcare Reform Act, as currently enacted or as it may be amended in the future, and other healthcare reform measures that may be adopted in the future could have a material adverse effect on our industry generally and on our ability to successfully commercialize our product candidates or could limit or eliminate our future spending on development projects.

In addition to the Healthcare Reform Act, there will continue to be proposals by legislators at both the federal and state levels, regulators and third-party payors to keep these costs down while expanding individual healthcare benefits. Certain of these changes could impose limitations on the prices we will be able to charge for ADASUVE or any other product candidates that are approved or the amounts of reimbursement available for these products from governmental agencies or third-party payors, or may increase the tax obligations on life sciences companies such as ours. While it is too early to predict specifically what effect the Health Reform Act and its implementation or any future legislation or policies will have on our business, we believe that healthcare reform may have an adverse effect on our business and financial condition.

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If future products are regulated solely as medical devices and we fail to complete the required IRS forms for exemptions, make timely semi-monthly payments of collected excise taxes, or submit quarterly reports as required by the Medical Device Excise Tax, we may be subject to penalties, such as Section 6656 penalties for any failure to make timely deposits.

Section 4191 of the Internal Revenue Code, enacted by Section 1405 of the Health Care and Education Reconciliation Act of 2010, Public Law 111-152 (124 Stat. 1029 (2010)), in conjunction with the Patient Protection and Affordable Care Act, Public Law 111-148 (124 Stat. 119 (2010)), imposed as of January 1, 2013, an excise tax on the sale of certain medical devices. The excise tax imposed by Section 4191 is 2.3% of the price for which a taxable medical device is sold within the U.S.

If FDA determines that any future company product is regulated as a medical device, the excise tax will apply to future sales of any company medical device listed with the FDA under Section 510(j) of the Federal Food, Drug, and Cosmetic Act and 21 C.F.R. Part 807, unless the device falls within an exemption from the tax, such as the exemption governing direct retail sale of devices to consumers or for foreign sales of these devices. We will need to assess to what extent this excise tax may impact the sales price and distribution agreements under which any of our products are sold in the U.S. If any product is regulated as a medical device, we expect general and administrative expense to increase due to the medical device excise tax. We will need to submit IRS forms applicable to relevant exemptions, make semi-monthly payments of any collected excise taxes, and make timely (quarterly) reports to the IRS regarding the excise tax. To the extent we do not comply with the requirements of the Medical Device Excise Tax we may be subject to penalties.

If we or any collaborator fail to comply with reporting and payment obligations under the Medicaid Drug Rebate program or other governmental pricing programs, including programs developed by countries outside the United States, after we or any collaborator begin to participate in such programs, we or any collaborator could be subject to additional reimbursement requirements, penalties, sanctions and fines which could have a material adverse effect on our business, financial condition, results of operations and growth prospects.

We expect to participate, or any collaborator to participate, in the Medicaid Drug Rebate program, established by the Omnibus Budget Reconciliation Act of 1990 and amended by the Veterans Health Care Act of 1992 as well as subsequent legislation. We also expect to participate, or any collaborator to participate, in and have certain price reporting obligations to several state Medicaid supplemental rebate programs, and we anticipate that we will have obligations to report ASP for the Medicare program for future product candidates. Under the Medicaid Drug Rebate program, we will be required to pay a rebate to each state Medicaid program for our covered outpatient drugs that are dispensed to Medicaid beneficiaries and paid for by a state Medicaid program as a condition of having federal funds being made available to the states for our drugs under Medicaid and Medicare Part B. Those rebates will be based on pricing data that we will report on a monthly and quarterly basis to CMS, the federal agency that administers the Medicaid Drug Rebate program. These data will include the AMP and, in the case of innovator products, the best price, or BP, for each drug. The rebate liability resulting from this reporting will negatively impact our financial results.

The PPACA made significant changes to the Medicaid Drug Rebate program. Effective March 23, 2010, rebate liability expanded from fee-for-service Medicaid utilization to include the utilization of Medicaid managed care organizations as well. With regard to the amount of the rebates owed, the PPACA increased the minimum Medicaid rebate from 15.1% to 23.1% of the average manufacturer price for most innovator products and from 11% to 13% for non-innovator products; changed the calculation of the rebate for certain innovator products that qualify as line extensions of existing drugs; and capped the total rebate amount for innovator drugs at 100% of the average manufacturer price. We expect that the increased minimum rebate of 23.1% will apply to ADASUVE. In addition, the PPACA and subsequent legislation changed the definition of AMP. Finally, the PPACA requires pharmaceutical manufacturers of branded prescription drugs to pay a new branded prescription drug fee to the federal government beginning in 2011. Each individual pharmaceutical manufacturer will pay a prorated share of the branded prescription drug fee of $3.0 billion in 2014 (and set to increase in ensuing years) based on the dollar value of its branded prescription drug sales to certain federal programs identified in the law. Additional provisions of the Healthcare Reform Act, some of which became effective in 2011, may negatively affect our future revenues.

In the future, Congress could enact legislation that further increases Medicaid drug rebates or other costs and charges associated with participating in the Medicaid Drug Rebate program. The issuance of regulations and coverage expansion by various governmental agencies relating to the Medicaid Drug Rebate program will increase our costs and the complexity of compliance, will be time-consuming, and could have a material adverse effect on our results of operations.

Federal law requires that any company that participates in the Medicaid Drug Rebate Program also participate in the Public Health Service’s 340B drug pricing discount program in order for federal funds to be available for the manufacturer’s drugs under Medicaid and Medicare Part B. The 340B pricing program requires participating manufacturers to agree to charge statutorily-defined covered entities no more than the 340B “ceiling price” for the manufacturer’s covered outpatient drugs. These 340B covered entities include a variety of community health clinics and other entities that receive health services grants from the Public Health Service, as well as hospitals that serve a disproportionate share of low-income patients. The 340B ceiling price is calculated using a statutory formula, which is based on the average manufacturer price and rebate amount for the covered outpatient drug as calculated under the Medicaid rebate program. Changes to the definition of average manufacturer price and the Medicaid rebate amount under PPACA and CMS’s issuance of final regulations implementing those changes also could affect our 340B ceiling price calculations and negatively impact our results of operations once we or any collaborator begin to participate in the 340B program.

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Compliance with the regulations associated with the 340B program will increase our costs and the complexity of compliance, will be time-consuming, and could have a material adverse effect on our results of operations once we or any collaborator begin to participate in the 340B program.

As described above, the Healthcare Reform Act expanded the 340B program to include additional types of covered entities but exempts “orphan drugs” — those designated under section 526 of the FDCA — from the ceiling price requirements for these newly-eligible entities. We believe our product candidate in active development, AZ-002 (Staccato alprazolam), could qualify for orphan drug status. HRSA previously had issued a final regulation to implement the orphan drug exception that interpreted the orphan drug exception narrowly. That final regulation was vacated by the U.S. District Court for the District of Columbia on May 23, 2014 on the ground that HRSA did not have the authority to issue a regulation on this topic. On July 21 2014, HRSA issued an “interpretive” rule that again interprets the orphan drug exception narrowly, consistent with the invalidated final rule. Like the invalidated final rule, it exempts orphan drugs from the ceiling price requirements for the newly-eligible entities only when the orphan drug is used for its orphan indication. Under the interpretive rule, the newly-eligible entities are entitled to purchase orphan drugs at the ceiling price when the orphan drug is not used for its orphan indication. The uncertainty regarding how the statutory orphan drug exception will be applied will increase the complexity of compliance, will make compliance more time-consuming, and could negatively impact our results of operations. HRSA previously was expected to issue a comprehensive proposed regulation in 2014 that would have addressed many aspects of the 340B program. However, the invalidation of the orphan drug regulation on the ground that HRSA did not have rulemaking authority for that topic has raised questions regarding whether HRSA has the authority to issue the comprehensive regulation.

The Healthcare Reform Act also obligates the Secretary of the HHS to create regulations and processes to improve the integrity of the 340B program and to update the agreement that manufacturers must sign to participate in the 340B program to obligate a manufacturer to offer the 340B price to covered entities if the manufacturer makes the drug available to any other purchaser at any price and to report to the government the ceiling prices for its drugs. HRSA has stated that in 2015 it plans to issue a proposed guidance for notice and comment that will address key policy issues raised by various stakeholders committed to the integrity of the 340B program. HRSA also states it is planning to issue proposed rules pertaining to civil monetary penalties for manufacturers, calculation of the 340B ceiling price, and administrative dispute resolution.

Federal law also requires that a company that participates in the Medicaid Drug Rebate Program report ASP information to CMS for certain categories of drugs that are paid under Part B of the Medicare program. We anticipate that ADASUVE will fall into that category. Manufacturers calculate ASP based on a statutorily defined formula and interpretations of the statute by CMS as to what should or should not be considered in computing ASP. An ASP for each National Drug Code for a product that is subject to the ASP reporting requirement must be submitted to CMS no later than 30 days after the end of each calendar quarter. CMS uses these submissions to determine payment rates for drugs under Medicare Part B. Once we or any collaborator begin to participate in the Medicare program, changes affecting the calculation of ASP could affect the ASP calculations for our products and the resulting Medicare payment rate, and could negatively impact our results of operations once we begin to participate in the Medicare program.

Pricing and rebate calculations vary among products and programs. The calculations are complex and are often subject to interpretation by governmental or regulatory agencies and the courts. Once we or any collaborator begin to participate in the Medicaid program, the Medicaid rebate amount will be computed each quarter based on our submission to the CMS of our current AMP and BP for the quarter. If we become aware that our reporting for prior quarters was incorrect, or has changed as a result of recalculation of the pricing data, we or any collaborator will be obligated to resubmit the corrected data for a period not to exceed 12 quarters from the quarter in which the data originally were due. Such restatements and recalculations would serve to increase our costs for complying with the laws and regulations governing the Medicaid rebate program. Once we begin to participate in the Medicaid program, any corrections to our rebate calculations could result in an overage or underage in our rebate liability for past quarters, depending on the nature of the correction. Price recalculations also may affect the price that we or any collaborator will be required to charge certain safety-net providers under the Public Health Service 340B drug discount program.

Once we or any collaborator begin to participate in government pricing programs, we or any collaborator will be liable for errors associated with our submission of pricing data. In addition to retroactive rebates and the potential for 340B program refunds, if we or any collaborator are found to have knowingly submitted false average manufacturer price, average sales price, or best price information to the government, we or any collaborator may be liable for civil monetary penalties in the amount of $100,000 per item of false information. If a manufacturer is found to have made a misrepresentation in the reporting of ASP, the statute provides for civil monetary penalties of up to $10,000 for each misrepresentation for each day in which the misrepresentation was applied. Failure to submit monthly/quarterly average manufacturer price, average sales price, and best price data on a timely basis could result in a civil monetary penalty of $10,000 per day for each day the information is late beyond the due date. In the event that CMS were to terminate our rebate agreement after we or any collaborator begin to participate in the Medicaid program, no federal payments would be available under Medicaid or Medicare Part B for our covered outpatient drugs.

In September 2010, CMS and the Office of the Inspector General indicated that they intend to pursue more aggressively companies who fail to report these data to the government in a timely manner. Governmental agencies may also make changes in program interpretations, requirements or conditions of participation, some of which may have implications for amounts previously estimated or paid. We cannot assure you that our or any collaborator’s submissions, once we or any collaborator begin to submit pricing data to CMS, will not be found by CMS to be incomplete or incorrect.

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Federal law requires that for a company to be eligible to have its products paid for with federal funds under the Medicaid and Medicare Part B programs, as well as to be purchased by certain federal agencies and grantees, it also must participate in the Department of Veterans Affairs (VA) Federal Supply Schedule, or FSS, pricing program. To participate, we or any collaborator will be required to enter into an FSS contract with the VA, under which we must make our innovator “covered drugs,” such as ADASUVE or other product candidates, available to the “Big Four” federal agencies — the VA, the Department of Defense, or DoD, the Public Health Service, and the Coast Guard — at pricing that is capped pursuant to a statutory federal ceiling price, or FCP, formula set forth in Section 603 of the Veterans Health Care Act of 1992, or VHCA. The FCP is based on a weighted average wholesaler price known as the “non-federal average manufacturer price,” or Non-FAMP, which manufacturers are required to report on a quarterly and annual basis to the VA. If a company misstates Non-FAMPs or FCPs it must restate these figures. Pursuant to the VHCA, knowing provision of false information in connection with a Non-FAMP filing can subject a manufacturer to penalties of $100,000 for each item of false information.

FSS contracts are federal procurement contracts that include standard government terms and conditions, separate pricing for each product, and extensive disclosure and certification requirements. All items on FSS contracts are subject to a standard FSS contract clause that requires FSS contract price reductions under certain circumstances where pricing is reduced to an agreed “tracking customer.” Further, in addition to the “Big Four” agencies, all other federal agencies and some non-federal entities are authorized to access FSS contracts. FSS contractors are permitted to charge FSS purchasers other than the Big Four agencies “negotiated pricing” for covered drugs that is not capped by the FCP; instead, such pricing is negotiated based on a mandatory disclosure of the contractor’s commercial “most favored customer” pricing. We cannot anticipate the pricing structure we will enter into with respect to our products. The FSS contract price may have a material adverse effect on future revenues from sales of ADASUVE.

Once we or any collaborator enter into an FSS contract, if we or any collaborator overcharge the government in connection with the FSS contract, whether due to a misstated FCP or otherwise, we or any collaborator will be required to refund the difference to the government. Failure to make necessary disclosures and/or to identify contract overcharges could result in allegations under the Federal False Claims Act and other laws and regulations. Unexpected refunds to the government, and responding to a government investigation or enforcement action, would be expensive and time-consuming, and could have a material adverse effect on our business, financial condition, results of operations and growth prospects.

If we or any collaborators fail to gain market acceptance among physicians, patients, third-party payors and the medical community, we will not become profitable.

The Staccato system is a fundamentally new method of drug delivery. ADASUVE or any future product based on our Staccato system may not gain market acceptance among physicians, patients, third-party payors and the medical community. If these products do not achieve an adequate level of acceptance, we will not meet our revenue guidance nor will we generate sufficient product or royalty revenues to become profitable. The degree of market acceptance of ADASUVE or any of our product candidates, if approved for commercial sale, will depend on a number of factors, including:

• the ability of our collaborators’ sales forces to convince potential purchasers of ADASUVE’s advantages over other treatments;

• demonstration of acceptable quality, safety and efficacy in clinical trials and meeting applicable regulatory standards for approval;

• the existence, prevalence and severity of any side effects;

• potential or perceived advantages or disadvantages compared to alternative treatments;

• therapeutic or other improvements of ADASUVE over existing or future drugs used to treat the same or similar conditions;

• perceptions about the relationship or similarity between ADASUVE or our product candidates and the parent drug compound upon which ADASUVE or our product candidate is based;

• the timing of market entry relative to competitive treatments;

• the ability to produce ADASUVE or any future products in commercial quantities at an acceptable cost, or at all;

• the ability to offer ADASUVE or any future products for sale at competitive prices;

• relative convenience, product dependability and ease of administration;

• the restrictions imposed on ADASUVE by the REMS program and labeling requirements;

• the strength of marketing and distribution support;

• acceptance by patients, the medical community or third-party payors;

• the sufficiency of coverage and reimbursement of ADASUVE or our product candidates by governmental and other third-party payors; and

• the product labeling, including the package insert, and the marketing restrictions required by the FDA or regulatory authorities in other countries.

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We are subject to significant ongoing regulatory obligations and oversight, which may result in significant additional expense and limit our and our collaborators’ ability to commercialize our products.

We and our collaborators are subject to significant ongoing regulatory obligations, such as safety reporting requirements, periodic and annual reporting requirements, and regulatory oversight of the promotion and marketing of our products. In addition, the manufacture, labeling, packaging, distribution, import, export, adverse event reporting, storage, advertising, promotion and recordkeeping for ADASUVE and any of our product candidates that may be approved by the FDA or foreign regulatory authorities will be subject to extensive and ongoing regulatory requirements. Teva has agreed to take responsibility at its expense to complete several post-marketing requirements that were a condition to FDA approval of ADASUVE, including the responsibility for conducting a 10,000 patient observational clinical trial designed to gather patient safety data based on the real-world use of ADASUVE, as well as a clinical program addressing the safety and efficacy of ADASUVE in agitated adolescent patients. As a condition of grant of EU marketing authorization for ADASUVE by the EC, we were responsible for the conduct and funding of post-authorization studies, including (i) a benzodiazepine interaction study, which has been completed, (ii) a controlled study to determine ADASUVE’s effect on cardiac rhythms, or a thorough QTc study, with two doses of ADASUVE, which has been completed, (iii) a clinical program designed to evaluate the safety and efficacy of ADASUVE in agitated adolescent patients, (iv) an observational clinical trial, and (v) a drug utilization clinical trial. As part of the transfer of the MAA to Ferrer in June 2015, Ferrer assumed responsibility for completing these studies. The FDA and foreign regulatory authorities may also impose significant restrictions on the indicated uses or marketing of our future products, or impose requirements for burdensome post-approval study commitments. For example, ADASUVE’s U.S. labeling contains a “boxed warning” regarding the risks of bronchospasm caused by the product and the increased risk of death for elderly patients with dementia-related psychosis. Boxed warnings are used to highlight warning information that is especially important to the prescriber. Products with boxed warnings are subject to more restrictive advertising and promotion regulations than products without such warnings. The terms of any product approval, including labeling, may be more restrictive than we desire and could affect the commercial potential of the product. If we become aware of previously unknown problems with any of our products in the United States or overseas or at our contract manufacturers’ facilities, a regulatory agency may impose labeling changes or restrictions on our products, our collaborators, our manufacturers or on us. In such an instance, we could experience a significant drop in the sales of the affected products, our product revenues and reputation in the marketplace may suffer, and we could become the target of lawsuits.

The FDA and other governmental authorities, including foreign regulatory authorities, also actively enforce regulations prohibiting off-label promotion, and governments have levied large civil and criminal fines against companies for alleged improper promotion. Governments have also required companies to enter into corporate integrity agreements and/or non-prosecution agreements that impose significant reporting and other burdens on the affected companies.

We and our commercial collaborators are also subject to regulation by regional, national, state and local agencies, including the Drug Enforcement Administration, or DEA, the Department of Justice, the Federal Trade Commission, the Office of Inspector General of the U.S. Department of Health and Human Services and other regulatory bodies, as well as governmental authorities in those foreign countries in which we may in the future commercialize our products. The FDCA, the Public Health Service Act, the Social Security Act, and other federal and state statutes and regulations govern to varying degrees the research, development, manufacturing and commercial activities relating to prescription pharmaceutical products, including preclinical testing, approval, production, labeling, sale, distribution, import, export, post-market surveillance, advertising, dissemination of information, promotion, marketing, and pricing to government purchasers and government healthcare programs. Any manufacturing, licensing, or commercialization collaborators we have or may in the future have, including Teva and Ferrer, will be subject to many of the same requirements.

The Federal Anti-Kickback Statute prohibits, among other things, knowingly and willfully offering, paying, soliciting, or receiving remuneration to induce or in return for purchasing, leasing, ordering or arranging for the purchase, lease or order of any healthcare item or service reimbursable under Medicare, Medicaid or other federally financed healthcare programs. This statute has been interpreted to apply to arrangements between pharmaceutical companies on one hand and prescribers, purchasers and formulary managers on the other. Further, the Healthcare Reform Act, among other things, amends the intent requirement of the Federal Anti-Kickback Statute. A person or entity no longer needs to have actual knowledge of this statute or specific intent to violate it. In addition, the Healthcare Reform Act provides that the government may assert that a claim including items or services resulting from a violation of the Federal Anti-Kickback Statute constitutes a false or fraudulent claim for purposes of the false claims statutes. Although there are a number of statutory exemptions and regulatory safe harbors protecting certain common manufacturer business arrangements and activities from prosecution, the exemptions and safe harbors are drawn narrowly, and practices that involve remuneration may be subject to scrutiny if they do not qualify for an exemption or safe harbor. We intend to comply with the exemptions and safe harbors whenever possible, but our practices or those of our commercial collaborators may not in all cases meet all of the criteria for safe harbor protection from anti-kickback liability and may be subject to scrutiny.

The Federal False Claims Act prohibits any person from knowingly presenting, or causing to be presented, a false claim for payment to the federal government, or knowingly making, or causing to be made, a false statement to get a false claim paid. Many pharmaceutical and other healthcare companies have been investigated and have reached substantial financial settlements with the federal government under these laws for a variety of alleged marketing activities, including providing free product to customers with the expectation that the customers would bill federal programs for the product; providing consulting fees, grants, free travel, and other benefits to physicians to induce them to

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prescribe the company’s products; and inflating prices reported to private price publication services, which are used to set drug payment rates under government healthcare programs. Companies have been prosecuted for causing false claims to be submitted because of the marketing of their products for unapproved uses. Pharmaceutical and other healthcare companies have also been prosecuted on other legal theories of Medicare and Medicaid fraud.

The majority of U.S. states also have statutes or regulations similar to the Federal Anti-Kickback Statute and Federal False Claims Act, which apply to items and services reimbursed under Medicaid and other state programs, or, in several states, apply regardless of the payor. Several states now require pharmaceutical companies to report expenses relating to the marketing and promotion of pharmaceutical products in those states and to report gifts and payments to individual health care providers in those states. Some of these states also prohibit certain marketing related activities including the provision of gifts, meals, or other items to certain health care providers. In addition, California, Connecticut, Nevada and Massachusetts require pharmaceutical companies to implement compliance programs or marketing codes.

Compliance with various federal and state laws is difficult and time consuming, and companies that violate them may face substantial penalties. The potential sanctions include civil monetary penalties, exclusion of a company’s products from reimbursement under government programs, criminal fines and imprisonment. Because of the breadth of these laws and the lack of extensive legal guidance in the form of regulations or court decisions, it is possible that some of our business activities or those of our commercial collaborators could be subject to challenge under one or more of these laws. Such a challenge could have a material adverse effect on our business and financial condition and growth prospects.

We or our commercial collaborators could become subject to government investigations and related subpoenas. Such subpoenas are often associated with previously filed qui tam actions, or lawsuits filed under seal under the Federal False Claims Act. Qui tam actions are brought by private plaintiffs suing on behalf of the federal government for alleged Federal False Claims Act violations. The time and expense associated with responding to such subpoenas, and any related qui tam or other actions, may be extensive, and we cannot predict the results of our review of the responsive documents and underlying facts or the results of such actions. Responding to government investigations, defending any claims raised, and any resulting fines, restitution, damages and penalties, settlement payments or administrative actions, as well as any related actions brought by stockholders or other third parties, could have a material impact on our reputation, business and financial condition and divert the attention of our management from operating our business.

The number and complexity of both federal and state laws continues to increase, and additional governmental resources are being added to enforce these laws and to prosecute companies and individuals who are believed to be violating them. In particular, the Healthcare Reform Act includes a number of provisions aimed at strengthening the government’s ability to pursue anti-kickback and false claims cases against pharmaceutical manufacturers and other healthcare entities, including substantially increased funding for healthcare fraud enforcement activities, enhanced investigative powers, amendments to the False Claims Act that make it easier for the government and whistleblowers to pursue cases for alleged kickback and false claim violations and, since last year, payments made on or after August 1, 2013, public reporting of payments by pharmaceutical manufacturers to physicians and teaching hospitals nationwide. While it is too early to predict what effect these changes will have on our business, we anticipate that government scrutiny of pharmaceutical sales and marketing practices will continue for the foreseeable future and subject us and our commercial collaborators to the risk of government investigations and enforcement actions. Responding to a government investigation or enforcement action would be expensive and time-consuming, and could have a material adverse effect on our business and financial condition and growth prospects.

Similar restrictions are imposed on the promotion and marketing of medicinal products in the EU and other countries. The applicable laws at EU level and in the individual EU Member States require promotional materials and advertising concerning medicinal products to comply with the product’s Summary of Product Characteristics, or SmPC, as approved by the competent authorities. The SmPC is the document that provides information to physicians concerning the safe and effective use of a medicinal product. Promotion of a medicinal product which does not comply with the SmPC is considered to constitute off-label promotion. The off-label promotion of medicinal products is prohibited in the EU. The applicable laws at both EU level and in the individual EU Member States also prohibit the direct-to-consumer advertising of prescription-only medicinal products. Violations of the rules governing the promotion of medicinal products in the EU could be penalized by administrative measures, fines and imprisonment.

Interactions between pharmaceutical companies and physicians are also governed by strict laws, regulations, industry self-regulation codes of conduct and physicians’ codes of professional conduct in the individual EU Member States. The provision of any inducement to physicians to prescribe, recommend, endorse, order, purchase, supply, use or administer a medicinal product is prohibited. A number of EU Member States have introduced additional rules requiring pharmaceutical companies to publically disclose their interactions with physicians and to obtain approval from employers, professional organizations and/or competent authorities before entering into agreements with physicians. Violations of these rules could lead to the imposition of fines or imprisonment.

Laws, including those governing promotion, marketing and anti-kickback provisions, industry regulations and professional codes of conduct are often strictly enforced. Increasing regulatory scrutiny of the promotional activities of pharmaceutical companies has been observed in a number of EU Member States. The Bribery Act in the United Kingdom entered into force on 1 July 2011. This Act applies to any company incorporated in or “carrying on business” in the UK, irrespective of where in the world the alleged bribery activity occurs. Even though we strive for complete and continuous adherence to all laws and rules during our promotion and marketing activities, this Act could have implications for our interactions or those of Ferrer with physicians both in and outside the UK.

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Payments made to physicians in certain EU Member States must be publically disclosed and this obligation will expand to other EU Member States. Moreover, agreements with physicians must often be the subject of prior notification and approval by the physician’s employer, his/her competent professional organization, and/or the competent authorities of the individual EU Member States. These requirements are provided in the national laws, industry codes, or professional codes of conduct, applicable in the EU Member States. Failure to comply with these requirements could result in reputational risk, public reprimands, administrative penalties, fines or imprisonment. Even in those countries where we are not directly responsible for the promotion and marketing of our products, inappropriate activity by our international distribution collaborators can have implications for us.

If we or any collaborators fail to comply with applicable federal, state, local, or foreign regulatory requirements, we or they could be subject to a range of regulatory actions that could affect our or any collaborators’ ability to commercialize our products and could harm or prevent sales of the affected products, or could substantially increase the costs and expenses of commercializing and marketing our products. Any threatened or actual government enforcement action could also generate adverse publicity and require that we devote substantial resources that could otherwise be used in other aspects of our business.

We could be adversely affected by violations of applicable anti-corruption laws such as the U.S. Foreign Corrupt Practices Act and the U.K. Bribery Act of 2010.

Anti-corruption laws, such as the U.S. Foreign Corrupt Practices Act and the U.K. Bribery Act of 2010, generally prohibit directly or indirectly giving, offering, or promising anything of value to improperly induce the recipient to act, or refrain from acting, in a manner that would confer a commercial advantage. The anti-bribery provisions of the U.S. Foreign Corrupt Practices Act generally prohibit directly or indirectly giving, offering or promising an inducement to a public official (broadly interpreted) to corruptly influence the official’s actions in order to obtain a commercial advantage. The U.K. Bribery Act of 2010 prohibits both domestic and international bribery, as well as bribery in both the private and public sectors. In addition, an organization that “fails to prevent bribery” by anyone associated with the organization may be charged under the U.K. Bribery Act unless the organization can establish the defense of having implemented “adequate procedures” to prevent bribery. In recent years, the U.S. Government has brought enforcement actions that resulted in significant monetary penalties against several multinational healthcare companies for violations of the U.S. Foreign Corrupt Practices Act stemming from illegal payments and other illegal benefits provided to non-U.S. healthcare professionals. We plan to adopt and implement policies and procedures designed to ensure that those involved in the marketing, sale, and distribution of our products are both aware of these legal requirements and committed to complying therewith. However, we cannot assure that these policies and procedures will protect us from potentially illegal acts committed by individual employees or agents. If we were found to be liable for anti-corruption law violations, we could be subject to criminal or civil penalties or other consequences that could have a material adverse effect on our business and financial condition.

If we do not establish additional strategic collaborations, we will have to undertake additional development and future commercialization efforts on our own, which would be costly and delay our ability to commercialize any future products.

An element of our business strategy is our intent to selectively collaborate with pharmaceutical, biotechnology and other companies to obtain assistance for the development and commercialization of ADASUVE and our product candidates. In October 2011, we entered into the Ferrer Agreement with Ferrer for the commercialization of ADASUVE in the Ferrer Territories. In May 2013, we entered into a commercial collaboration with Teva, granting Teva an exclusive license to develop and commercialize ADASUVE in the United States. We may never enter into additional strategic collaborations with third parties to develop and commercialize ADASUVE or our product candidates. Other than Teva and Ferrer, we do not currently have any strategic collaborations for ADASUVE or any of our product candidates.

We face significant competition in seeking appropriate strategic collaborators, and these strategic collaborations can be intricate and time consuming to negotiate and document. We may not be able to negotiate additional strategic collaborations on acceptable terms, or at all. We are unable to predict when, if ever, we will enter into any additional strategic collaborations because of the numerous risks and uncertainties associated with establishing strategic collaborations. We are currently seeking collaborations to commercialize ADASUVE outside of the United States and the Ferrer Territories. If we are unable to negotiate additional strategic collaborations for ADASUVE outside of the United States and the Ferrer Territories, we may be unable to maximize ADASUVE’s commercial potential.

If we are unable to negotiate additional collaborations for ADASUVE or our product candidates we may be forced to curtail the development of a particular candidate, reduce or delay its development program, or one or more of our other development programs, delay its commercialization, or undertake development or commercialization activities at our own expense. In addition, we will bear all the risk related to the development of a product candidate. If we elect to increase our expenditures to fund development or commercialization activities on our own, we will need to obtain additional capital, which may not be available to us on acceptable terms, or at all. If we do not have sufficient funds, we will not be able to bring ADASUVE or our product candidates to market successfully and generate revenue or profit.

ADASUVE and any of our product candidates approved for marketing remain subject to ongoing regulatory review in the United States, the EU or in other countries. If we or any collaborators fail to comply with the regulations, we could lose these approvals, and the sale of any future products could be suspended. If approval is denied or limited in a country, or if a country imposes post-marketing requirements, that decision could negatively affect our ability to market our product in such countries.

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Even with regulatory approval to market a particular product candidate, the FDA, the EC or another foreign regulatory authority could condition approval on conducting additional costly post-approval studies or trials or could limit the scope of our approved labeling or could impose burdensome post-approval obligations, such as those required in the United States and in the post-marketing obligations required as part of a marketing authorization in the EU. Moreover, the product may later cause adverse effects that limit or prevent its widespread use, force us to withdraw it from the market, cause the FDA, the EC or another foreign regulatory authority to impose additional obligations or restriction on marketing, or impede or delay our ability to obtain regulatory approvals in additional countries. In addition, we will continue to be subject to FDA, EMA, EC and other foreign regulatory authority regulations, as well as periodic inspections to ensure adherence to applicable regulations. After receiving marketing approval, the FDA, the EC and other foreign regulatory authorities could impose extensive regulatory requirements on the manufacturing, labeling, packaging, adverse event reporting, storage, advertising, promotion, distribution, and record keeping related to the product. The approval of the ADASUVE NDA requires Teva to implement, administer and assess at regular intervals a REMS program that, among other things, limits the use of ADASUVE to healthcare facilities enrolled in the ADASUVE REMS program.

As a condition to FDA approval of ADASUVE, Teva also has several post-approval commitments and requirements, including a 10,000 patient observational clinical trial designed to gather patient safety data based on the real-world use of ADASUVE, as well as a clinical program addressing the safety and efficacy of ADASUVE in agitated adolescent patients.

As a condition to marketing authorization for ADASUVE granted by the EC in the EU, we were responsible for the conduct and funding of post-marketing studies, including (i) a benzodiazepine interaction study, which has been completed, (ii) a controlled study to determine ADASUVE’s effect on cardiac rhythms, or a thorough QTc study, with two doses of ADASUVE, which has been completed, (iii) a clinical program designed to evaluate the safety and efficacy of ADASUVE in agitated adolescent patients, (iv) an observational clinical study, and (v) a drug utilization study. Results of the benzodiazepine interaction study and the thorough QTc study have been submitted to the EMA. As part of the transfer of the MAA to Ferrer in June 2015, Ferrer assumed responsibility for completing these studies.

The costs associated with development and approval of study protocols and the completion of studies and clinical trials are significant. There are risks involved with relying on our own capabilities to perform the tasks required by the post-market studies for ADASUVE, as well as with entering into arrangements with third parties to perform these services. If Teva enters into an arrangement with a third party or parties to perform the tasks required for the ADASUVE post-market studies and trials, the expense of such outsourcing could be significant, decreasing the profitability of ADASUVE. Additionally, any third party with whom we may collaborate may not fulfill its obligations or carry out activities sufficiently to satisfy FDA, EC, EMA or other U.S. or foreign regulatory authority standards, which could result in increased expenses needed to remediate any deficiencies or could even result in an FDA, EC, EMA or other U.S. or foreign regulatory authority enforcement action, including the imposition of civil money penalties and the withdrawal of approval of the product in the U.S. Finally, the data derived from any post-market study or trial could result in additional restrictions on the commercialization of ADASUVE through changes to the approved ADASUVE label, a more burdensome REMS program, the imposition of additional post-market studies or trials, or could even lead to the withdrawal of the approval of the product.

If we or any collaborators fail to comply with the regulatory requirements of the FDA, the EMA, the EC or other applicable U.S. and foreign regulatory authorities, or previously unknown problems with any future products, suppliers or manufacturing processes are discovered, we or our collaborators could be subject to administrative or judicially imposed sanctions, including:

• restrictions on the products, suppliers or manufacturing processes;

• warning letters or untitled letters;

• injunctions, consent decrees, or the imposition of civil or criminal penalties;

• fines;

• product seizures, detentions or import or export bans;

• voluntary or mandatory product recalls and publicity requirements;

• variation, suspension or withdrawal of regulatory approvals;

• required variations of the clinical trial protocol

• suspension or termination of any clinical trials of the products;

• total or partial suspension of production;

• refusal to approve pending applications for marketing approval of new drugs or supplements to approved applications; and

• denial of permission to file an application or supplement in a jurisdiction.

If we or our collaborators were subject to administrative or judicially-imposed sanctions arising out of enforcement of the FDA, EU or other applicable U.S. and foreign laws, it could impair our ability to manufacture and the ability of our collaborators to successfully market ADASUVE, even if such an enforcement action does not relate specifically to ADASUVE. Such enforcement could have a significant impact on our financial condition and results.

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Problems with the third parties that manufacture the API in ADASUVE or our product candidates may delay our clinical trials or subject us to liability.

We do not currently own or operate manufacturing facilities for clinical or commercial production of the API used in ADASUVE or any of our product candidates. We have no experience in API manufacturing, and we lack the resources and the capability to manufacture any of the APIs used in ADASUVE and our product candidates, on either a clinical or commercial scale. As a result, we rely on third parties to supply the API used in ADASUVE and each of our product candidates. We expect to continue to depend on third parties to supply the API for ADASUVE and our current and future product candidates and to supply the API for ADASUVE in commercial quantities.

An API manufacturer must meet high precision and quality standards for that API to meet regulatory specifications and comply with regulatory requirements. A contract manufacturer is subject to ongoing periodic unannounced inspection by the FDA and corresponding state and foreign authorities to ensure strict compliance with cGMP and other applicable government regulations and corresponding foreign standards. Additionally, a contract manufacturer must pass a pre-approval inspection by the FDA and corresponding foreign authorities to ensure strict compliance with cGMP prior to the FDA’s or corresponding foreign authorities’ approval of any product candidate for marketing. A contract manufacturer’s failure to conform to cGMP could result in a refusal by the FDA or a corresponding foreign authority to approve or a delay in their approval of a product candidate for marketing. We are ultimately responsible for confirming that the APIs used in ADASUVE and our product candidates are manufactured in accordance with applicable regulations.

Our third-party suppliers may not carry out their contractual obligations or meet our deadlines. In addition, the API they supply to us may not meet our specifications and quality policies and procedures or they may not be able to supply the API in commercial quantities. If we need to find alternative suppliers of the API used in ADASUVE or any of our product candidates, we may not be able to contract for such supplies on acceptable terms, if at all. Any such failure to supply or delay caused by such contract manufacturers would have an adverse effect on our ability to continue clinical development of our product candidates or commercialize ADASUVE.

If our third-party drug suppliers fail to achieve and maintain high manufacturing standards in compliance with cGMP regulations, we could be subject to certain product liability claims in the event such failure to comply resulted in defective products that caused injury or harm.

Unless our preclinical studies demonstrate an acceptable safety profile of our product candidates, we will not be able to pursue clinical development or commercialize our product candidates.

We must satisfy the FDA and other regulatory authorities abroad, through extensive preclinical studies, that our product candidates have an acceptable safety profile. Our Staccato system creates a condensation aerosol from drug compounds, and there currently are no approved products that use a similar method of drug delivery other than ADASUVE. Companies developing other inhalation products have not defined or successfully completed the types of preclinical studies we believe will be required for submission to regulatory authorities as we seek approval to conduct our clinical trials. We may not have conducted or may not conduct in the future the types of preclinical testing ultimately required by regulatory authorities, or future preclinical tests may indicate that our product candidates are not safe for use in humans. Preclinical testing is expensive, can take many years and has an uncertain outcome. In addition, success in initial preclinical testing does not ensure that later preclinical testing will be successful.

We may experience numerous unforeseen events during, or as a result of, the preclinical testing process, which could delay or prevent our ability to develop or commercialize our product candidates, including:

• our preclinical testing may produce inconclusive or negative safety results, which may require us to conduct additional preclinical testing or to abandon product candidates that we believed to be promising;

• our product candidates may have unfavorable pharmacology, toxicology or carcinogenicity; and

• our product candidates may cause undesirable side effects.

Any such events would increase our costs and could delay or prevent our ability to conduct clinical testing and commercialize our product candidates, which could adversely impact our business, financial condition and results of operations.

Failure or delay in commencing or completing clinical trials for our product candidates could harm our business.

Other than for ADASUVE, we have not completed all the clinical trials necessary to support an application with the FDA or other regulatory authorities abroad for approval to market any of our product candidates other than for ADASUVE in the United States and the European Union. Future clinical trials may be delayed or terminated as a result of many factors, including:

• insufficient financial resources to fund such trials;

• delays or failure in reaching agreement on acceptable clinical trial contracts or clinical trial protocols with prospective sites;

• regulators, Ethics Committees or institutional review boards may not authorize us to commence a clinical trial;

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• regulators, Ethics Committees or institutional review boards may suspend or terminate clinical research for various reasons, including noncompliance with regulatory requirements or concerns about patient safety;

• we may suspend or terminate our clinical trials if we believe that they expose the participating patients to unacceptable health risks;

• we may experience slower than expected patient enrollment or lack of a sufficient number of patients who meet the enrollment criteria for our clinical trials;

• patients may not complete clinical trials due to safety issues, side effects, dissatisfaction with the product candidate, or other reasons;

• we may have difficulty in maintaining contact with patients after treatment, preventing us from collecting the data required by our study protocol;

• product candidates may demonstrate a lack of efficacy during clinical trials;

• we may experience governmental or regulatory delays, failure to obtain regulatory approval or changes in regulatory requirements, policy and guidelines; and

• we may experience delays in our ability to manufacture clinical trial materials in a timely manner as a result of ongoing process and design enhancements to our Staccato system.

Any delay in commencing or completing clinical trials for our product candidates could delay commercialization of our product candidates and harm our business, financial condition and results of operations. It is possible that none of our product candidates will successfully complete clinical trials or receive regulatory approval, which would severely harm our business, financial condition and results of operations.

If our product candidates do not meet safety and efficacy endpoints in clinical trials, they will not receive regulatory approval, and we will be unable to market them.

The clinical development and regulatory approval process is extremely expensive and takes many years. Prior clinical trial program designs and results are not necessarily predictive of future clinical trial designs or results. Initial results may not be confirmed upon full analysis of the detailed results of a trial. Product candidates in later stage clinical trials may fail to show the desired safety and efficacy despite having progressed through initial clinical trials with acceptable endpoints. Whether an approval will be granted, and the timing of such approval cannot be accurately predicted. If we fail to obtain regulatory approval for ADASUVE in markets outside of the United States and the Ferrer Territories or for our other product candidates in any markets where we seek regulatory approval, we will be unable to market and sell them in those locations and therefore we may never be profitable.

As part of the regulatory process, we must conduct clinical trials for each product candidate to demonstrate safety and efficacy to the satisfaction of the FDA, the EMA, the EC and other regulatory authorities abroad. The number and design of clinical trials that will be required varies depending on the product candidate, the condition being evaluated, the trial results and regulations applicable to any particular product candidate. In June 2008, we announced that our Phase 2a proof-of-concept clinical trial of AZ-002 (Staccato alprazolam) did not meet either of its two primary endpoints. In September 2009, we announced that our Phase 2b clinical trial of AZ-104 (Staccato loxapine, low-dose) for the treatment of migraine did not meet its primary endpoint.

If our product candidates fail to show a clinically significant benefit compared to placebo, they will not be approved for marketing.

The design of our clinical trials is based on many assumptions about the expected effect of our product candidates, and if those assumptions prove incorrect, the clinical trials may not produce statistically significant results. For example, in 2008 we released the preliminary results from our Phase 2a clinical trial with AZ-002 in patients with panic disorder, a separate indication from our current AZ-002 indication of ARS. The study did not meet its two primary endpoints, which were the effect of AZ-002 on the incidence of a doxapram-induced panic attack and the effect of AZ-002 on the duration of a doxapram-induced panic attack, both as compared with placebo. Our Staccato system is not similar to other approved drug delivery methods, and there is no precedent for the application of detailed regulatory requirements to our product candidates. We cannot assure you that the design of, or data collected from, the clinical trials of our product candidates will be sufficient to support the FDA, the EC and other foreign regulatory approvals.

Regulatory authorities may not approve our product candidates even if they meet safety and efficacy endpoints in clinical trials.

The FDA, the EC and other foreign regulatory agencies can delay, limit or deny marketing approval for many reasons, including:

• a product candidate may not be considered to have a favorable risk-benefit ratio;

• the manufacturing processes or facilities we have selected may not meet the applicable requirements; and

• changes in their approval policies or adoption of new regulations may require additional work on our part.

Part of the regulatory approval process includes compliance inspections of manufacturing facilities, processes, and products to ensure adherence to applicable regulations and guidelines. The regulatory agency may delay, limit or deny marketing approval of our other product candidates as a result of such inspections. Any delay in, or failure to receive or maintain, approval for any of our product candidates could prevent us from ever generating meaningful revenues or achieving profitability.

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Our product candidates may not be approved even if they achieve their endpoints in clinical trials. Regulatory agencies, including the FDA, the EMA, the EC or their advisors may disagree with our trial design and our interpretations of data from preclinical studies and clinical trials. Regulatory agencies may change requirements for approval even after a clinical trial design has been approved. For example, ADASUVE and our other product candidates combine drug and device components in a manner that the FDA considers to meet the definition of a combination product under FDA regulations. The FDA exercises significant discretion over the regulation of combination products, including the discretion to require separate marketing applications for the drug and device components in a combination product. ADASUVE and our product candidates are being regulated as drug products under the NDA process administered by the FDA. The FDA could in the future require additional regulation of ADASUVE or our product candidates under the medical device provisions of the FDCA. Our systems are designed to comply with cGMP and, where applicable, the QSR, which sets forth the FDA’s cGMP requirements for medical devices, and other applicable government regulations and corresponding foreign standards. If we fail to comply with these regulations, it could have a material adverse effect on our business and financial condition.

Regulatory agencies also may approve a product candidate for fewer or more limited indications than requested or may grant approval subject to the performance of post-marketing studies, such as the FDA’s requirement that we perform a Phase 4 observational study and a study in adolescent patients for ADASUVE. Similarly, as a condition to the marketing authorization for ADASUVE in the EU, we were responsible for the conduct and funding of post-authorization studies, including (i) a benzodiazepine interaction study, which has been completed, (ii) a controlled study to determine ADASUVE’s effect on cardiac rhythms, or a thorough QTc study, with two doses of ADASUVE, which has been completed, (iii) a clinical program designed to evaluate the safety and efficacy of ADASUVE in agitated adolescent patients, (iv) an observational clinical study, and (v) a drug utilization study. In addition, regulatory agencies may not approve the labeling claims that are necessary or desirable for the successful commercialization of our product candidates. As part of the transfer of the MAA to Ferrer in June 2015, Ferrer assumed responsibility for completing these studies

We rely on third parties to conduct our preclinical studies and our clinical trials. If these third parties do not perform as contractually required or expected, we may not be able to obtain regulatory approval for our product candidates, or we may be delayed in doing so.

We rely on third parties, such as contract research organizations, medical institutions, academic institutions, clinical investigators and contract laboratories, to conduct our preclinical studies and clinical trials. We are responsible for confirming that our preclinical studies are conducted in accordance with applicable regulations and that each of our clinical trials is conducted in accordance with its general investigational plan and protocol. The FDA and equivalent other country regulatory authorities require us to comply with regulations and standards, commonly referred to as Good Laboratory Practices, or GLP, for conducting and recording the results of our preclinical studies and with Good Clinical Practices, or GCP, for conducting, monitoring, recording and reporting the results of clinical trials, to assure that data and reported results are accurate and that the clinical trial participants are adequately protected. Our reliance on third parties does not relieve us of these responsibilities. If the third parties conducting our clinical trials do not perform their contractual duties or obligations, do not meet expected deadlines, fail to comply with the FDA or and equivalent other country regulatory authorities GLP or GCP regulations and standards, do not adhere to our clinical trial protocols or otherwise fail to generate reliable clinical data, we may need to enter into new arrangements with alternative third parties and our clinical trials may be extended, delayed or terminated or may need to be repeated, and we may not be able to obtain regulatory approval for or commercialize the product candidate being tested in such trials.

If we experience problems with the manufacturers of components of ADASUVE or our product candidates, our ability to supply ADASUVE and our other product candidates will be impaired, our sales may be lower than expected and our development programs may be delayed and we may be subject to liability.

We outsource the manufacturing of the components of our Staccato system, including the printed circuit boards, the plastic airways, and the chemical heat packages to be used in our commercial single dose device. We have no experience in the manufacturing of components, other than our chemical heat packages, and we currently lack the resources and the capability to manufacture them, on either a clinical or commercial scale. As a result, we rely on third parties to supply these components. We expect to continue to depend on third parties to supply these components for ADASUVE and our current product candidates and any devices based on the Staccato system we develop in the foreseeable future.

The third-party suppliers of the components of our Staccato system must meet high precision and quality standards for our finished devices to comply with regulatory requirements. A contract manufacturer is subject to ongoing periodic unannounced inspection by the FDA and corresponding state and foreign authorities to ensure that our finished devices remain in strict compliance with the QSR, and other applicable government regulations and corresponding foreign standards. We are ultimately responsible for confirming that the components used in the Staccato system are manufactured in accordance with specifications, standards and procedures necessary to ensure that our finished devices comply with the QSR or other applicable regulations.

Our third party suppliers may not comply with their contractual obligations or meet our deadlines, or the components they supply to us may not meet our specifications and quality policies and procedures. If we need to find alternative suppliers of the components used in the Staccato system, we may not be able to contract for such components on acceptable terms, if at all. Any such failure to supply or delay

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caused by such contract manufacturers would have an adverse effect on our ability to manufacture commercial quantities of ADASUVE and on our ability to continue clinical development of our product candidates or commercialize ADASUVE. In April 2014, we contracted with Autoliv to build two additional manufacturing cells, but we or a third party may not be able to use the cells to manufacture heat packages of sufficient quality, in sufficient quantity or at low enough cost to become profitable.

In addition, the heat packages used in the single dose version of our Staccato system are manufactured using certain energetic, or highly combustible, materials that are used to generate the rapid heating necessary for vaporizing the drug compound while avoiding degradation. Manufacture of products containing energetic materials is regulated by the U.S. government. We have entered into a manufacture agreement with Autoliv for the manufacture of the heat packages in the commercial design of our single dose version of our Staccato system. If Autoliv fails to manufacture the heat packages to the necessary specifications, or does not carry out its contractual obligations to supply our heat packages to us, or if the FDA requires different manufacturing or quality standards than those set forth in our manufacture agreement, our clinical trials or commercialization efforts may be delayed, suspended or terminated while we seek additional suitable manufacturers of our heat packages, which may prevent us from commercializing ADASUVE or our product candidates that utilize the single dose version of the Staccato system.

Earlier this year, Teva and Ferrer provided longer-term, ADASUVE orders, allowing us to manufacture ADASUVE in a consistent manner to take advantage of the efficiencies of continued batch production. We plan to produce ADASUVE until August 2015. Once orders are filled and shipped, it is our intention to suspend ADASUVE commercial production operations. We plan for ADASUVE commercial production to resume in the future as additional commercial product is required by Teva, Ferrer or any future collaborators. We may also consider contracting with third party manufacturers for ADASUVE units if deemed more efficient, including third-party manufacturers with multi-product facilities. We cannot predict when, if ever, we will begin to again commercially manufacture ADASUVE. If we do not restart our commercial manufacturing, we cannot predict if third-party manufacturers will be able to produce ADASUVE at a price which would allow us to generate profits.

Product candidates that we may develop may require expensive carcinogenicity tests.

We combine small molecule drugs with our Staccato system to create proprietary product candidates. Some of these drugs may not have previously undergone carcinogenicity testing that is now generally required for marketing approval. We may be required to perform carcinogenicity testing with product candidates incorporating drugs that have not undergone carcinogenicity testing or may be required to do additional carcinogenicity testing for drugs that have undergone such testing. Any carcinogenicity testing we are required to complete will increase the costs to develop a particular product candidate and may delay or halt the development of such product candidate.

If some or all of our patents expire, are invalidated or are unenforceable, or if some or all of our patent applications do not yield issued patents or yield patents with narrow claims, competitors may develop competing products using our or similar intellectual property and our business will suffer.

Our success will depend in part on our ability to obtain and maintain patent and trade secret protection for our technologies, ADASUVE and our product candidates both in the United States and other countries. We do not know whether any patents will issue from any of our pending or future patent applications. In addition, a third party may successfully circumvent our patents. Our rights under any issued patents may not provide us with sufficient protection against competitive products or otherwise cover commercially valuable products or processes.

The degree of protection for our proprietary technologies, ADASUVE and our product candidates is uncertain because legal means afford only limited protection and may not adequately protect our rights or permit us to gain or keep our competitive advantage. For example:

• we might not have been the first to make the inventions covered by each of our pending patent applications and issued patents;

• we might not have been the first to file patent applications for these inventions;

• others may independently develop similar or alternative technologies or duplicate any of our technologies;

• the claims of our issued patents may be narrower than as filed and not sufficiently broad to prevent third parties from circumventing them;

• it is possible that none of our pending patent applications will result in issued patents;

• we may not develop additional proprietary technologies or drug candidates that are patentable;

• our patent applications or patents may be subject to interference, opposition or similar administrative proceedings;

• any patents issued to us or our potential strategic collaborators may not provide a basis for commercially viable products or may be challenged by third parties in the course of litigation or administrative proceedings such as reexaminations or interferences; and

• the patents of others may have an adverse effect on our ability to do business.

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On September 16, 2011, the Leahy-Smith America Invents Act, or the Leahy-Smith Act, was signed into law. The Leahy-Smith Act includes a number of significant changes to U.S. patent law. These include provisions that affect the way patent applications will be prosecuted and may also affect patent litigation. The United States Patent and Trademark Office has developed regulations and procedures to govern administration of the Leahy-Smith Act, but many of the substantive changes to patent law associated with the Leahy-Smith Act, particularly the first inventor to file provisions, only became effective 18 months after its enactment. Accordingly, it is not clear what, if any, impact the Leahy-Smith Act will have on the operation of our business. However, the Leahy-Smith Act and its implementation could increase the uncertainties and costs surrounding the prosecution of our patent applications and the enforcement or defense of our issued patents, all of which could have a material adverse effect on our business and financial condition.

Even if valid and enforceable patents cover ADASUVE, our product candidates and our technologies, the patents will provide protection only for a limited amount of time.

The Teva Agreement provides Teva with the first right to enforce certain of the Alexza patents listed in the FDA Orange Book as well as product-specific patents related to ADASUVE that may be identified and prosecuted during the term of the Teva Agreement. While Teva may not settle any such enforcement action without our consent, there can be no assurance that Teva would enforce the ADASUVE patents in the same manner or with the same strategy as we might if we maintained the sole right to control litigation against potential third-party infringers. Our current patents or any future patents that may be issued regarding ADASUVE or our product candidates or methods of using them, can be challenged by our competitors who can argue that our patents are invalid and/or unenforceable. Third parties may challenge our rights to, or the scope or validity of, our patents. Patents also may not protect ADASUVE or our product candidates if competitors devise ways of making these or similar product candidates without legally infringing our patents. The FDCA and the FDA regulations and policies provide incentives to manufacturers to challenge patent validity or create modified, non-infringing versions of a drug or device in order to facilitate the approval of generic substitutes. These same types of incentives encourage manufacturers to submit new drug applications that rely on literature and clinical data not prepared for or by the drug sponsor.

Our potential strategic collaborators’ ability to obtain patents is uncertain because, to date, some legal principles remain unresolved, there has not been a consistent policy regarding the breadth or interpretation of claims allowed in patents in the United States, and the specific content of patents and patent applications that are necessary to support and interpret patent claims is highly uncertain due to the complex nature of the relevant legal, scientific and factual issues. Furthermore, the policies governing pharmaceutical and medical device patents outside the United States may be even more uncertain. Changes in either patent laws or interpretations of patent laws in the United States and other countries may diminish the value of our intellectual property or narrow the scope of our patent protection.

We also rely on trade secrets to protect our technology, especially where we do not believe that patent protection is appropriate or obtainable. However, trade secrets are difficult to protect. The employees, consultants, contractors, outside scientific collaborators and other advisors of our company and our strategic collaborators may unintentionally or willfully disclose our confidential information to competitors. Enforcing a claim that a third party illegally obtained and is using our trade secrets is expensive and time consuming and the outcome is unpredictable. Failure to protect or maintain trade secret protection could adversely affect our competitive business position.

Our research and development collaborators may have rights to publish data and other information in which we have rights. In addition, we sometimes engage individuals or entities to conduct research that may be relevant to our business. The ability of these individuals or entities to publish or otherwise publicly disclose data and other information generated during the course of their research is subject to certain contractual limitations. These contractual provisions may be insufficient or inadequate to protect our trade secrets and may impair our patent rights. If we do not apply for patent protection prior to such publication or if we cannot otherwise maintain the confidentiality of our technology and other confidential information, then our ability to receive patent protection or protect our proprietary information may be jeopardized.

Litigation or other proceedings or third-party claims of intellectual property infringement could require us to spend time and money and could shut down some of our operations.

Our commercial success depends in part on not infringing patents and proprietary rights of third parties. Others have filed, and in the future are likely to file, patent applications covering products that are similar to ADASUVE or our product candidates, as well as methods of making or using similar or identical products. We are aware of certain pending U.S. patent applications related generally to a systemic respiratory delivery of loxapine. If these patent applications result in issued patents and we wish to use the claimed technology, we would need to obtain a license from the third party. We may not be able to obtain these licenses at a reasonable cost, if at all.

In addition, administrative proceedings, such as interferences and reexaminations before the U.S. Patent and Trademark Office, could limit the scope of our patent rights. We may incur substantial costs and diversion of management and technical personnel as a result of our involvement in such proceedings. In particular, our patents and patent applications may be subject to interferences in which the priority of invention may be awarded to a third party. We do not know whether our patents and patent applications would be entitled to priority over patents or patent applications held by such a third party. Our issued patents may also be subject to reexamination proceedings. We do not know whether our patents would survive reexamination in light of new questions of patentability that may be raised following their issuance.

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Third parties may assert that we are employing their proprietary technology or their proprietary products without authorization. In addition, third parties may already have or may obtain patents in the future and claim that use of our technologies or our products infringes these patents. We could incur substantial costs and diversion of management and technical personnel in defending against any of these claims. Furthermore, parties making claims against us may be able to obtain injunctive or other equitable relief, which could effectively block our ability to further develop, commercialize and sell any future products and could result in the award of substantial damages against us. In the event of a successful claim of infringement against us, we may be required to pay damages and obtain one or more licenses from third parties. We may not be able to obtain these licenses at a reasonable cost, if at all. In that event, we could encounter delays in product introductions while we attempt to develop alternative methods or products. In the event we cannot develop alternative methods or products, we may be effectively blocked from developing, commercializing or selling any future products. Defense of any lawsuit or failure to obtain any of these licenses would be expensive and could prevent us from commercializing any future products.

We review from time to time publicly available information concerning the technological development efforts of other companies in our industry. If we determine that these efforts violate our intellectual property or other rights, we intend to take appropriate action, which could include litigation. Any action we take could result in substantial costs and diversion of management and technical personnel in enforcing our patents or other intellectual property rights against others. Furthermore, the outcome of any action we take to protect our rights may not be resolved in our favor.

Competition in the pharmaceutical industry is intense. If our competitors are able to develop and market products that are more effective, safer or less costly than ADASUVE or any future products that we may develop, our commercial opportunity will be reduced or eliminated.

We face competition from established as well as emerging pharmaceutical and biotechnology companies, academic institutions, government agencies and private and public research institutions. Our commercial opportunity will be reduced or eliminated if our competitors develop and commercialize products that are safer, more effective, have fewer side effects or are less expensive than ADASUVE or any future products that we may develop and commercialize. In addition, significant delays in the development or commercialization of ADASUVE or our product candidates could allow our competitors to bring products to market before us and impair our ability to commercialize ADASUVE or our product candidates.

We anticipate that ADASUVE will compete with various injectable formulations of other antipsychotic and benzodiazepine drugs and oral, orally-disintegrating tablet and liquid formulations of other antipsychotic drugs and benzodiazepine drugs. Only the injectable antipsychotics are approved for the treatment of agitation.

We anticipate that, if approved, AZ-002 would compete with the oral tablet forms of alprazolam and possibly IV, oral and rectal forms of other benzodiazepines.

We anticipate that, if approved, AZ-007 would compete with non-benzodiazepine GABA-A receptor agonists, selective melatonin receptor agonists, orexin receptor antagonists or histamine (H1) receptor antagonists that are approved or in development. We are aware of more than 13 approved generic versions of zolpidem, or zaleplon, oral tablets, including one version of zolpidem intended to treat middle of the night awakening, that has been approved by the FDA. Additionally, we are aware of one product that completed Phase 2 development for the treatment of insomnia.

Many of our competitors have significantly greater financial resources and expertise in research and development, manufacturing, preclinical testing, conducting clinical trials, obtaining regulatory approvals and marketing approved products than we do. Established pharmaceutical companies may invest heavily to discover quickly and develop novel compounds or drug delivery technology that could make ADASUVE or our product candidates obsolete. Smaller or early stage companies may also prove to be significant competitors, particularly through strategic collaborations with large and established companies. In addition, these third parties compete with us in recruiting and retaining qualified scientific, sales, marketing, and management personnel, establishing clinical trial sites and patient registration for clinical trials, as well as in acquiring technologies and technology licenses complementary to our programs or advantageous to our business. Accordingly, our competitors may succeed in obtaining patent protection, receiving FDA or equivalent other country regulatory authorities’ approval or discovering, developing and commercializing products before we do. If we are not able to compete effectively against our current and future competitors, our business will not grow and our financial condition will suffer.

If we lose our key personnel or are unable to attract and retain additional personnel, we may be unable to develop or commercialize ADASUVE or our product candidates.

We are highly dependent on our President and Chief Executive Officer, Thomas B. King, the loss of whose services might adversely impact the achievement of our objectives. In addition, recruiting and retaining qualified clinical, scientific and engineering personnel to

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manage clinical trials of our product candidates and to perform future research and development work will be critical to our success. There is currently a shortage of skilled executives in our industry, which is likely to continue. As a result, competition for skilled personnel is intense and the turnover rate can be high. Although we believe we will be successful in attracting and retaining qualified personnel, competition for experienced management and clinical, scientific and engineering personnel from numerous companies and academic and other research institutions may limit our ability to do so on acceptable terms. In addition, we do not have employment agreements with any of our employees, and they could leave our employment at will. We have change of control agreements with our executive officers and vice presidents that provide for certain benefits upon termination or a change in role or responsibility in connection with a change of control of our company. We do not maintain life insurance policies on any employees. Failure to attract and retain personnel would prevent us from developing and commercializing ADASUVE and our product candidates.

If plaintiffs bring product liability claims or lawsuits against us or our collaborators, we may incur substantial liabilities and may be required to limit commercialization of ADASUVE or product candidates that we may develop.

As the supplier of ADASUVE to Teva and Ferrer, we are obligated to deliver commercial supply from a qualified manufacturing facility in accordance with certain specifications. In addition, we are obligated to supply ADASUVE free from product defects or manufacturing defects from our manufacture of ADASUVE. The development, manufacture, testing, marketing and sale of combination pharmaceutical and medical device products, like ADASUVE, entail significant risk of product liability claims, lawsuits (including, but not limited to consumer protection, mass tort or class actions), safety alerts or recalls. We may be held liable if any product we develop or manufacture causes injury or is found otherwise unsuitable or unsafe during product design testing, manufacturing, marketing or sale, including, but not limited to quality issues, component failures, manufacturing flaws, unanticipated or improper uses of ADASUVE or any future products, design defects, inadequate disclosure of product-related risks or product-related information, or for unlawful, unfair or fraudulent competition or business practices relating to such products. Side effects of, or design or manufacturing defects in, the products tested or commercialized by us or any collaborator could result in exacerbation of a clinical trial participant or patient’s condition, serious injury or impairment, even death and/or out-of-pocket expenditures. This could result in product liability claims, lawsuits, safety alerts and/or recalls for ADASUVE or any future products, including those in clinical testing, to be commercialized, or already commercialized. Product liability claims or lawsuits may be brought by individuals seeking relief for themselves, by persons seeking to represent a class of claimants/plaintiffs, or by a large number of individual claimants in a coordinated or mass tort litigation or class action. We cannot predict the frequency, outcome, or cost to defend or resolve such product liability claims or lawsuits.

While we have not had to defend against any product liability claims or other lawsuits to date, we face greater risk of product liability claims or lawsuits as we or any collaborator commercialize ADASUVE or other future products. As ADASUVE or any future product is more widely prescribed, we believe it is likely that product liability claims or lawsuits will eventually be brought against us. Regardless of merit or eventual outcome, such claims or lawsuits may result in decreased demand for any products or product candidates that we may develop, injury to our reputation, withdrawal of clinical trials, issuance of safety alerts, recall of products under investigation or already commercialized, costs and legal fees to defend and resolve litigation, injunctive relief, disgorgement of profits, or substantial monetary awards to clinical trial participants or patients, loss of revenue, and the inability to commercialize any products we develop. Safety alerts or recalls could result in the FDA or similar government agencies in the United States, or abroad, investigating or bringing enforcement actions regarding any products and/or practices, with resulting significant costs and negative publicity, all of which could materially adversely affect us.

Product liability insurance is expensive, can be difficult to obtain and may not be available in the future on acceptable terms, if at all. We currently have product liability insurance that covers commercial product and clinical trials. Partly as a result of product liability lawsuits related to pharmaceutical and medical device products, product liability and other types of insurance have become more difficult and costly for pharmaceutical and medical device companies to obtain. Insurance may be prohibitively expensive, or may not fully cover our potential liabilities. Inability to maintain sufficient insurance coverage at an acceptable cost or otherwise to protect against potential product liability claims or lawsuits could impede or negatively affect the commercialization of ADASUVE or our product candidates. If we are sued for any injury caused by any product, our liability could exceed our insurance coverage and total assets. In addition, there is no guarantee that insurers will pay for defense and indemnity of claims or lawsuits or that coverage will be adequate or otherwise available.

A successful claim or lawsuit brought against us in excess of available insurance coverage could subject us to significant liabilities and could have a materially adverse effect on our business, financial condition, results of operations and growth prospects. Such claims could also harm our reputation and the reputation of ADASUVE or any future products, adversely affecting our ability to develop and market any products successfully. In addition, defending a product liability claim or lawsuit is expensive and can divert the attention of key employees from operating our business.

Product recalls and safety alerts may be issued at our discretion or at the discretion of our suppliers, collaborators, government agencies, and other entities that have regulatory authority for medical device and pharmaceutical sales. Any recall of ADASUVE could materially adversely affect our business by rendering us unable to sell ADASUVE for some time, causing us to incur significant recall costs and by adversely affecting our reputation. A recall could also result in product liability claims.

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Our product candidate AZ-002 contains a drug substance that is regulated by the U.S. Drug Enforcement Administration. Failure to comply with applicable regulations and requirements could harm our business.

The Controlled Substances Act imposes various registration, recordkeeping and reporting requirements, procurement and manufacturing quotas, labeling and packaging requirements, security controls and a restriction on prescription refills on certain pharmaceutical products. The DEA regulates drug substances as Schedule I, II, III, IV or V substances, with Schedule I substances considered to present the highest potential for abuse and Schedule V substances the lowest potential for abuse relative to the other schedules in the CSA. Alprazolam, the API in AZ-002, is regulated as a Schedule IV substance and zaleplon, the API in AZ-007, is regulated as a Schedule IV substance. AZ-002 and AZ-007 are subject to DEA regulations relating to registration, security, record keeping and reporting, distribution and, if approved, physician prescription procedures, and DEA regulations may impact the availability of the scheduled substance available for clinical trials and commercial distribution. The DEA periodically inspects facilities for compliance with its rules and regulations. Failure to comply with current and future regulations of the DEA could lead to a variety of sanctions, including revocation, or denial of renewal, of DEA registrations, injunctions, or civil or criminal penalties and could harm our business, financial condition and results of operations.

The single dose version of our Staccato system contains materials that are regulated by the U.S. government, and failure to comply with applicable regulations could harm our business.

The single dose version of our Staccato system uses energetic materials to generate the rapid heating necessary for vaporizing the drug, while avoiding degradation. Manufacture of products containing energetic materials is controlled by the Bureau of Alcohol, Tobacco, Firearms and Explosives, or ATF. Technically, the energetic materials used in our Staccato system are classified as “low explosives,” and the ATF has granted us a license/permit for the manufacture of such low explosives. Additionally, due to inclusion of the energetic materials in our Staccato system, the United States Department of Transportation, or DOT, might regulate shipments of the single dose version of our Staccato system. However, the DOT has granted the single dose version of our Staccato system “Not Regulated as an Explosive” status. Failure to comply with the current and future regulations of the ATF or DOT could subject us to future liabilities and could harm our business, financial condition and results of operations. Furthermore, these regulations could restrict our ability to expand our facilities or construct new facilities or could require us to incur other significant expenses in order to maintain compliance.

We use hazardous chemicals and highly combustible materials in our business. Any claims relating to improper handling, storage or disposal of these materials could be time consuming and costly.

Our research and development processes involve the controlled use of hazardous materials, including chemicals. We also use energetic materials in the manufacture of the chemical heat packages that are used in our single dose devices. Our operations produce hazardous waste. We cannot eliminate the risk of accidental contamination or discharge or injury from these materials. Federal, state and local laws and regulations govern the use, manufacture, storage, handling and disposal of these materials. We could be subject to civil damages in the event of an improper or unauthorized release of, or exposure of individuals to, hazardous materials. In addition, claimants may sue us for injury or contamination that results from our use of these materials and our liability may exceed our total assets. Compliance with environmental and other laws and regulations may be expensive, and current or future regulations may impair our research, development or production efforts.

Certain of our suppliers are working with these types of hazardous and energetic materials in connection with our component manufacturing agreements. In the event of a lawsuit or investigation, we could be held responsible for any injury caused to persons or property by exposure to, or release of, these hazardous and energetic materials. Further, under certain circumstances, we have agreed to indemnify our suppliers against damages and other liabilities arising out of development activities or products produced in connection with these agreements.

We identified a material weakness in our internal control over financial reporting, and our business and stock price may be adversely affected if we do not adequately address this weakness or if we have other material weaknesses or significant deficiencies in our internal control over financial reporting.

We identified a material weakness in our internal control over financial reporting as of December 31, 2014. The existence of this or one or more other material weaknesses or significant deficiencies could result in errors in our financial statements, and substantial costs and resources may be required to rectify any internal control deficiencies. If we cannot produce reliable financial reports, investors could lose confidence in our reported financial information, the market price of our stock could decline significantly, we may be unable to obtain additional financing to operate and expand our business, and our business and financial condition could be harmed.

We will need to implement additional systems, procedures and controls in the future as we grow and to satisfy new reporting requirements as a commercial entity.

Numerous laws and regulations affect commercial companies, including, but not limited to, the Federal Anti-Kickback, False Claims Act, the Federal Physician Payment Sunshine Act, the U.S. Foreign Corrupt Practices Act and the U.K. Bribery Act of 2010. The rules make it more difficult and costly for us to obtain certain types of insurance, including director and officer liability insurance, and we may be forced to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage as compared to the policies generally available to public companies. The impact of these events could also make it more difficult for us to attract and retain qualified persons to serve on our board of directors or our board committees or as executive officers.

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Compliance with the Federal Anti-Kickback, False Claims Act, the Federal Physician Payment Sunshine Act, the U.S. Foreign Corrupt Practices Act and the U.K. Bribery Act of 2010 and other regulations will continue to increase our costs and require additional management resources. As we grow, we will need to continue to implement additional reporting systems, procedures and controls to satisfy new reporting requirements. We currently do not have an internal audit group. In addition, we may need to hire additional legal and accounting staff with appropriate experience and technical knowledge, and we cannot assure you that if additional staffing is necessary that we will be able to do so in a timely fashion.

Our business is subject to complex corporate governance, public disclosure and accounting requirements that could adversely affect our business and financial results.

We are subject to changing rules and regulations of federal and state governments, the SEC, and the NASDAQ Capital Market. These entities have issued a significant number of new and increasingly complex requirements and regulations over the course of the last several years and continue to develop additional regulations and requirements. On July 21, 2010, the Dodd-Frank Wall Street Reform and Protection Act, or the Dodd-Frank Act, was enacted. The Dodd-Frank Act contains significant corporate governance and executive compensation-related provisions, some of which the SEC, has implemented by adopting additional rules and regulations in areas such as the compensation of executives, referred to as “say-on-pay.” We cannot assure you that we are or will be in compliance with all potentially applicable regulations. If we fail to comply with the Sarbanes Oxley Act of 2002, the Dodd-Frank Act and associated SEC rules, or any other regulations or if our interpretations of these rules and regulations differ from the regulating bodies, we could be subject to a range of consequences, including restrictions on our ability to sell equity securities or otherwise raise capital funds, the de-listing of our common stock from the NASDAQ Capital Market, suspension or termination of our clinical trials, restrictions on future products or our manufacturing processes, significant fines, or other sanctions or litigation. Any of such consequences could have a material adverse effect on our business, results of operations and the price of our common stock. Our efforts to comply with these requirements have resulted in, and are likely to continue to result in, an increase in expenses and a diversion of management’s time from other business activities.

Our facility is located near known earthquake fault zones, and the occurrence of an earthquake or other catastrophic disaster could damage our facility and equipment, which could cause us to curtail or cease operations.

Our facility, which is the location where the final manufacturing of our product occurs, is located in the San Francisco Bay Area near known earthquake fault zones and, therefore, is vulnerable to damage from earthquakes. We are also vulnerable to damage from other types of disasters, such as power loss, fire, floods and similar events. If any disaster were to occur, our ability to operate our business could be seriously impaired. We currently may not have adequate insurance to cover our losses resulting from disasters or other similar significant business interruptions, and we do not plan to purchase additional insurance to cover such losses due to the cost of obtaining such coverage. Any significant losses that are not recoverable under our insurance policies could seriously impair our business, financial condition and results of operations.

Significant disruptions of information technology systems or breaches of data security could adversely affect our business.

We are increasingly dependent on information technology systems and infrastructure, including mobile technologies, to operate our business. In the ordinary course of our business, we collect, store and transmit large amounts of confidential information, including intellectual property, proprietary business information and personal information. It is critical that we do so in a secure manner to maintain the confidentiality and integrity of such confidential information. We have also outsourced elements of our information technology infrastructure, and as a result we manage a number of third party vendors who may or could have access to our confidential information. The size and complexity of our information technology systems, and those of third-party vendors with whom we contract, make such systems potentially vulnerable to breakdown, malicious intrusion, security breaches and other cyber attacks. In addition, the prevalent use of mobile devices that access confidential information increases the risk of data security breaches, which could lead to the loss of confidential information, trade secrets or other intellectual property. While we have implemented security measures to protect our data security and information technology systems, such measures may not prevent the adverse effect of such events. Significant disruptions of our information technology systems or breaches of data security could adversely affect our business. Such disruptions could also result in government investigations, fines, or penalties, and/or lawsuits directly or indirectly related to breach of data security, also adversely affecting our business.

EU Member States and other jurisdictions have adopted data protection laws and regulations which impose significant compliance obligations. For example, the EU Data Protection Directive, as implemented into national laws by the EU Member States, imposes strict obligations and restrictions on the ability to collect, analyze and transfer personal data, including health data from clinical trials and adverse event reporting. Furthermore, there is a growth towards the public disclosure of clinical trial data in the EU which adds to the complexity of processing health data from clinical trials. Such public disclosure obligations are provided in the new EU Clinical Trials Regulation, EMA disclosure initiatives, and voluntary commitments by industry. Data protection authorities from the different EU Member States may interpret the EU Data Protection Directive and national laws differently, which adds to the complexity of processing personal data in the EU. Moreover, guidance on implementation and compliance practices are often updated or otherwise revised. Failing to comply with these laws could lead to government enforcement actions and significant penalties against us, and adversely impact our operating results. The EU Data Protection Directive prohibits the transfer of personal data to countries outside of the European Economic Area, or EEA that are not considered by the European Commission to provide an adequate level of data protection. This includes the United States. A proposal for an EU Data Protection Regulation, intended to replace the current EU Data Protection Directive, is currently under consideration and, if adopted, could lead to additional and stricter requirements and penalties in the event of non-compliance.

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Regulations related to conflict minerals could adversely impact our business.

The Dodd-Frank Wall Street Reform and Consumer Protection Act contains provisions to improve transparency and accountability concerning the supply of tin, tantalum, tungsten and gold, known as conflict minerals, originating from the Democratic Republic of Congo, or the DRC, and adjoining countries. As a result, in August 2012 the SEC adopted annual disclosure and reporting requirements for public companies that use conflict minerals mined from the DRC and adjoining countries in their products. We have determined that we use at least one of these conflict minerals in the manufacture of ADASUVE and our other product candidates, although we have not yet determined the source of the conflict minerals that we use. These new disclosure requirements require us to use diligent efforts to determine which conflict minerals we use and the source of those conflict minerals, and disclose the results of our findings. There are and will be costs associated with complying with these disclosure requirements, including those costs incurred in conducting diligent efforts to determine which conflict minerals we use and the sources of conflict minerals used in ADASUVE and our other product candidates. Further, the implementation of these rules could adversely affect the sourcing, supply and pricing of materials used in ADASUVE and our other product candidates. As there may be only a limited number of suppliers offering conflict free conflict minerals, and we cannot be sure that we will be able to obtain necessary conflict free conflict minerals in sufficient quantities or at competitive prices. In addition, we may face reputational challenges if we determine that ADASUVE and our other product candidates contain minerals not determined to be conflict free or if we are unable to sufficiently verify the origins for all conflict minerals used in ADASUVE and our other product candidates through the procedures we may implement. If we determine to redesign ADASUVE and our other product candidates to not use conflict minerals, we would incur costs associated with doing so.

Risks Relating to Owning Our Common Stock

Our stock price has been and may continue to be extremely volatile.

Our common stock price has experienced large fluctuations. In addition, the trading prices of life science and biotechnology company stocks in general have experienced extreme price fluctuations in recent years. The valuations of many life science companies without consistent product revenues and earnings are extraordinarily high based on conventional valuation standards, such as price to revenue ratios. These trading prices and valuations may not be sustained. Any negative change in the public’s perception of the prospects of life science or biotechnology companies could depress our stock price regardless of our results of operations. Other broad market and industry factors may decrease the trading price of our common stock, regardless of our performance. Market fluctuations, as well as general political and economic conditions such as terrorism, military conflict, recession or interest rate or currency rate fluctuations, also may decrease the trading price of our common stock. In addition, our stock price could be subject to wide fluctuations in response to various factors, including:

• the commercial success of ADASUVE in the United States and the Ferrer Territories;

• our and our collaborators’ ability to complete and implement our post-approval commitments for ADASUVE;

• the process and outcome of our post-approval commitments for ADASUVE;

• our ability to manufacture ADASUVE at a cost-effective price;

• changes to our manufacturing strategy;

• actual or anticipated regulatory approvals or non-approvals of our product candidates or competing products;

• actual or anticipated cash depletion of our financial resources;

• actual or anticipated results and timing of our clinical trials;

• changes in laws or regulations applicable to ADASUVE or our product candidates;

• changes in the expected or actual timing of our development programs such as for AZ-002, including delays or cancellations of clinical trials for our product candidates;

• period to period fluctuations in our operating results;

• announcements of new technological innovations or new products by us or our competitors;

• changes in financial estimates or recommendations by securities analysts;

• conditions or trends in the life science and biotechnology industries;

• changes in the market valuations of other life science or biotechnology companies;

• developments in domestic and international governmental policy or regulations;

• announcements by us or our competitors of significant acquisitions, strategic collaborations, joint ventures or capital commitments;

• additions or departures of key personnel;

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• difficulty, or increased costs, associated with replacing Autoliv as the supplier of chemical heat packages for ADASUVE and other product candidates;

• disputes or other developments relating to proprietary rights, including patents, litigation matters and our ability to obtain patent protection for our technologies;

• sales of our common stock (or other securities) by us; and

• sales and distributions of our common stock by our stockholders.

In the past, stockholders have often instituted securities class action litigation after periods of volatility in the market price of a company’s securities. If a stockholder files a securities class action suit against us, we would incur substantial legal fees, and our management’s attention and resources would be diverted from operating our business in order to respond to the litigation.

If we sell shares of our common stock in future financings, existing common stockholders will experience immediate dilution and, as a result, our stock price may go down.

We will need to source additional capital to fund our operations to develop our product candidates. We may obtain such financing through the sale of our equity securities from time to time. As a result, our existing common stockholders will experience immediate dilution upon any such issuance. For example, in February 2012, we issued 4,400,000 shares of our common stock and warrants to purchase up to an additional 4,400,000 shares of our common stock in an underwritten public offering; in March 2012, we issued 241,936 shares of our common stock in a private placement to Ferrer; in July 2012 we issued 80,429 shares of our common stock to Azimuth in consideration for its execution and delivery of the Purchase Agreement; in August and September 2012, we issued an aggregate of 3,489,860 shares of our common stock to Azimuth under the Purchase Agreement; in May 2013, we issued 1,437,481 shares of our common stock to Azimuth under the Purchase Agreement; and in October 2014, we issued 2,000,000 shares of our common stock in a private placement to Ferrer. If we enter into other financing transactions in which we issue equity securities in the future, our existing common stockholders will experience immediate dilution upon any such issuance.

If we fail to maintain compliance with the listing requirements of The NASDAQ Capital Market, we may be delisted and the price of our common stock and our ability to access the capital markets could be negatively impacted.

We are listed on the NASDAQ Capital Market. To maintain the listing of our common stock on The NASDAQ Capital Market, we are required to meet certain listing requirements, including, among others:

• a minimum closing bid price of $1.00 per share, and

• a market value of publicly held shares (excluding shares held by our executive officers, directors and 10% or more stockholders) of at least $1 million and

In addition to the above requirements, we must meet at least one of the following requirements:

• stockholders’ equity of at least $2.5 million; or

• a market value of listed securities of at least $35 million; or

• net income from continuing operations of $500,000.

On June 19, 2015, we received a notice from The NASDAQ Stock Market indicating that our common stock had not met the $35 million market value of listed securities requirement for 30 consecutive business days and that, if we were unable to demonstrate compliance with this requirement during the applicable grace periods, our common stock would be delisted after that time. In accordance with the NASDAQ Marketplace Rules, we have been provided an initial compliance period of 180 calendar days from the date the notice to regain compliance with the minimum market value of listed securities requirement. To regain compliance, the minimum market value of our common stock must meet or exceed $35 million for a minimum of 10 consecutive business days during the grace period. If we do not regain compliance during the 180 calendar day grace period, we may receive a delisting notification from The NASDAQ Stock Market. We may, at that time, request a hearing to remain on The Nasdaq Capital Market, which request will ordinarily suspend such delisting determination until a decision by The NASDAQ Stock Market subsequent to the hearing

There can be no assurance that we will be successful in maintaining our listing of our common stock on The Nasdaq Capital Market. If we are not successful in maintaining our listing, it could impair the liquidity and market price of our common stock. In addition, the delisting of our common stock from a national exchange could materially adversely affect our ability to access capital markets. As of July 31, 2015, the total market value of our publicly held shares of our common stock (excluding shares held by our executive officers, directors, affiliates and 10% or more stockholders) was $17.3 million, the total market value of our listed securities was $19.8 million and the closing bid price of our common stock was $1.02 per share. As of June 30, 2015, we had a stockholders’ deficit of $63.9 million.

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PART II. OTHER INFORMATION

Item 1. Legal Proceedings

None.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Recent Sales of Unregistered Equity Securities

None.

Use of Proceeds from the Sale of Registered Securities

Not applicable.

Issuer Purchases of Equity Securities

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

Not Applicable.

Item 6. Exhibits

See the Exhibit Index following the signature page to this Quarterly Report on Form 10-Q for a list of exhibits filed or furnished with this report, which Exhibit Index is incorporated herein by reference.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	Alexza Pharmaceuticals, Inc.
	(Registrant)
August 6, 2015	/s/ Thomas B. King
	Thomas B. King
	President and Chief Executive Officer
	(principal executive officer)
August 6, 2015	/s/ Mark K. Oki
	Mark K. Oki
	Senior Vice President, Finance, Chief Financial Officer and Secretary
	(principal financial officer and principal accounting officer)

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EXHIBIT INDEX

3.1	Restated Certificate of Incorporation. (1)
3.2	Certificate of Amendment to Restated Certificate of Incorporation. (1)
3.3	Certificate of Amendment to Restated Certificate of Incorporation. (1)
3.4	Amended and Restated Bylaws. (2)
3.5	Amendment to Amended and Restated Bylaws. (3)
4.1	Specimen Common Stock Certificate. (1)
4.2	Second Amended and Restated Investors’ Right Agreement dated November 5, 2004, by and between Registrant and certain holders of Preferred Stock. (2)
4.3	Reference is made to exhibits 3.1, 3.2, 3.3, 3.4 and 3.5.
10.1‡†	Fourth Amendment to Collaboration, License and Supply Agreement dated June 17, 2015, by and between Registrant and Grupo Ferrer Internacional, S.A.
10.2‡†	Amendment No. 1 to License and Supply Agreement dated June 17, 2015, by and between Registrant and Teva Pharmaceuticals USA, Inc.
10.3‡	Convertible Promissory Note and Agreement to Lend between Registrant and Teva Pharmaceuticals USA, Inc. dated June 17, 2015.
31.1‡	Certification required by Rule 13a-14(a) or Rule 15d-14(a).
31.2‡	Certification required by Rule 13a-14(a) or Rule 15d-14(a).
32.1‡	Certifications required by Rule 13a-14(b) or Rule 15d-14(b) and Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. 1350).
101.INS	XBRL Instance Document (filed electronically herewith).
101.SCH	XBRL Taxonomy Extension Schema Document (filed electronically herewith).
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document (filed electronically herewith).
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document (filed electronically herewith).
101.LAB	XBRL Taxonomy Extension Label Linkbase Document (filed electronically herewith).
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document (filed electronically herewith).

† Confidential treatment has been granted with respect to certain portions of this exhibit. This exhibit omits the information subject to this confidentiality request. Omitted portions have been filed separately with the SEC.

‡ Furnished herewith.

(1) Incorporated by reference to exhibits to our Registration Statement on Form S-3 (File No. 333-182341) as filed with the SEC on June 26, 2012.

(2) Incorporated by reference to exhibits to our Registration Statement on Form S-1 filed on December 22, 2005, as amended (File No. 333-130644).

(3) Incorporated by reference to our Annual Report on Form 10-K (File No. 000-51820) as filed with the SEC on March 17, 2008.

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EX-10.1

[*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

Exhibit 10.1

FOURTH AMENDMENT TO COLLABORATION, LICENSE AND SUPPLY AGREEMENT

This FOURTH AMENDMENT TO THE COLLABORATION, LICENSE AND SUPPLY AGREEMENT (the “Fourth Amendment”) is effective as of June 16, 2015 (the “Fourth Amendment Effective Date”) by and between ALEXZA PHARMACEUTICALS, INC., a company organized under the laws of the State of Delaware, United States (“Alexza”), and having a principal place of business at 2091 Stierlin Court, Mountain View, CA 94043, United States, and GRUPO FERRER INTERNACIONAL, S.A., a company organized under the laws of Spain (“Ferrer”), having its registered office at Av. Diagonal 549, E-08029 Barcelona, Spain.

RECITALS

A. Alexza and Ferrer are parties to that certain Collaboration, License and Supply Agreement, dated October 5th, 2011, and amended March 5, 2012, November 6, 2013 and October 24, 2014 (the “Agreement”), pursuant to which Alexza granted Ferrer certain exclusive rights and licenses to research, develop, import, use, sell, have sold and offer for sale the Product in the Territory, and agreed to supply all of Ferrer’s and its sublicensees’ and distributors’ requirements of the Product.

B. The Parties now desire to amend the Agreement, in accordance with Section 15.5 thereof, to suspend Alexza’s manufacturing obligations under the Agreement, to grant Ferrer an option to obtain certain manufacturing rights, to grant certain rights to the development and commercialization of a Staccato Product (as defined in Section 2.2 of this Fourth Amendment), to expand the Territory and to transfer certain European regulatory rights and obligations from Alexza to Ferrer.

NOW, THEREFORE, Alexza and Ferrer agree as follows:

The Parties hereby amend the terms of the Agreement as provided below, effective as of the Fourth Amendment Effective Date. Where the Agreement is not explicitly amended, the terms of the Agreement will remain in full force and effect. Capitalized terms used in this Fourth Amendment that are not otherwise defined herein shall have the meanings given in the Agreement.

1. AMENDMENT OF ALEXZA’S MANUFACTURING OBLIGATIONS

1.1 Adjustment of Manufacturing Obligations. The Parties hereby agree that Alexza’s obligation to manufacture and supply the Product to Ferrer, and Ferrer’s obligation to purchase the Product exclusively from Alexza, under Sections 5.1 and 5.2 of the Agreement will not be in effect during the period from July 1, 2015, until Alexza’s first receipt of a Purchase Order for Product from Ferrer on or after December 31, 2016 (the “Manufacturing Adjustment

1

Period”). If Ferrer delivers a Purchase Order before December 31, 2016, Alexza will have no obligation to accept or fulfill such Purchase Order. In addition, Alexza will have no obligations under Section 5.11 of the Agreement to maintain inventory of Materials during the Manufacturing Adjustment Period. The Parties further agree that the provisions of Sections 5.9, 5.10, 5.13, 5.14, 5.18(b) and 6.2 are suspended during the Manufacturing Adjustment Period, and the obligations under Sections 6.1 are terminated.

1.2 Maintenance of Manufacturing Facility. During the Manufacturing Adjustment Period: (a) Alexza will not be obligated to maintain the facility located at 2091 Stierlin Court, Mountain View, California (the “Idle Facility”) or any other manufacturing facility in compliance with GMP or other Applicable Laws and (b) such lack of compliance will not be deemed a breach of the Agreement, including Sections 5.6 or 5.7(b). Alexza will otherwise maintain the Idle Facility in serviceable condition during the Manufacturing Adjustment Period, including using Commercially Reasonable Efforts to allow for reasonably prompt reinstatement of GMP qualification or requalification to manufacture Product. Ferrer will not have the right to audit the Idle Facility under Section 5.4 of the Agreement during the Manufacturing Adjustment Period, but will have access to the Idle Facility in connection with Regulatory Authority inspections and on other occasions as the Parties may reasonably agree in writing. Prior to resumption of manufacturing after the Manufacturing Adjustment Period, if Ferrer has not exercised the Manufacturing Option (pursuant to Section 2) and Alexza has not assigned its manufacturing rights and obligations to a Third Party pursuant to Section 1.5, Alexza will use Commercially Reasonable Efforts to requalify the Idle Facility to manufacture Product for Ferrer.

1.3 Regulatory Reporting. As soon as practicable after the Fourth Amendment Effective Date, each Party will comply with all Applicable Laws with respect to their respective regulatory reporting obligations for the Idle Facility during the Manufacturing Adjustment Period. Alexza shall reasonably cooperate with such efforts, if requested by Ferrer.

1.4 Discussions during Manufacturing Adjustment Period. At least every six (6) months during the Manufacturing Adjustment Period, the Parties, through the regularly scheduled Collaboration Committee meetings, shall meet to discuss commercial strategy for the Product in the Field in the Territory, including Ferrer’s anticipated supply requirements for the Product and timing of ordering Product from Alexza. Ferrer will update Alexza on an ongoing basis of when and whether Ferrer intends to purchase Product from Alexza following the Manufacturing Adjustment Period. If Ferrer desires that Alexza commence manufacturing the Product for Ferrer before the end of the Manufacturing Adjustment Period, Ferrer may notify Alexza, and the Parties shall thereafter meet to discuss in good faith Alexza’s potential resumption of manufacturing or engagement of a Third Party manufacturer to manufacture Product for Ferrer. Alexza will reasonably consider any request of Ferrer that Alexza recommence manufacturing the Product for Ferrer during the Manufacturing Adjustment Period.

1.5 Third Party Assignment. Alexza shall have the right to assign all of its manufacturing rights and obligations under the Agreement and this Fourth Amendment to a Third Party manufacturer, with the prior written consent of Ferrer, not to be unreasonably

[*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

2

withheld; provided that (a) Ferrer shall not deliver a Purchase Order for Product to such Third Party manufacturer prior to December 31, 2016, and (b) such Third Party manufacturer shall be qualified to manufacture and supply the Product in accordance with Applicable Laws (including GMP) and the Specifications in the MAA at the time it commences manufacturing the Product.

1.6 Resumption of Manufacture. If Ferrer does not timely exercise its Manufacturing Option (as described in Section 2 below), and if Alexza has not assigned its manufacturing rights and obligations in accordance with Section 1.5, then following the end of the Manufacturing Adjustment Period, unless agreed otherwise by the Parties in writing, and subject to the terms and conditions of the Agreement, including this Fourth Amendment, Alexza’s obligations to manufacture Product for Ferrer under Section 5.1 of the Agreement will resume; provided that the delivery date requested in the first Purchase Order submitted by Ferrer at the end of the Manufacturing Adjustment Period shall be [*] months after the date of such Purchase Order, except as the Parties may otherwise mutually agree in writing. At least [*] months before Ferrer anticipates submitting a Purchase Order to Alexza, Ferrer will resume providing monthly Supply Forecasts in accordance with Section 5.10(b) of the Agreement, and Section 5.9 and Section 5.10 (other than Section 5.10(a)) shall be reinstated with the submission of such first monthly Supply Forecast.

2. FERRER’S OPTION TO MANUFACTURE THE PRODUCT

2.1 Manufacturing Option. Alexza hereby grants Ferrer an option to obtain the rights to manufacture the Product, and to manufacture, develop and commercialize Staccato Products, as described in this Section 2 (the “Manufacturing Option”). Ferrer may exercise the Manufacturing Option by written notice to Alexza delivered between the Fourth Amendment Effective Date and December 31, 2015 (the “Option Period”). During the Option Period, Ferrer shall evaluate the technical requirements, technology transfer and investments necessary to enable Ferrer to manufacture the Product at Ferrer’s facilities. Alexza shall provide all reasonable cooperation requested by Ferrer in connection with such evaluation.

2.2 Rights upon Option Exercise. If Ferrer timely exercises the Manufacturing Option, then the following shall be in effect:

(a) Right to Manufacture in the Territory. Ferrer shall have the exclusive right to manufacture the Product for use by Ferrer and its Sublicensees and Distributors in the Field in the Territory, and shall manufacture the Product to meet the Specifications, the Quality Agreement and in accordance with Regulatory Requirements, as then in effect for the use, commercialization, importation and sale of the Product in the Territory. Article 5 and 6 of the Agreement will be terminated.

(b) Right to Manufacture outside the Territory. Ferrer shall have the exclusive right to manufacture the Product for use by Alexza and its licensees outside the Territory, other than for the U.S., Canada, China, Hong Kong, Taiwan and Macao (the “Excluded Countries”). At Alexza’s request, the Parties, or Ferrer and Alexza’s licensees, shall negotiate the terms of such supply and enter into appropriate supply and quality agreements. In addition, if Ferrer is qualified to manufacture the Product for any Excluded Country, then Alexza shall introduce Ferrer to Alexza’s licensee for such Excluded Country as a potential manufacturer of the Product for such Excluded Country.

[*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

3

(c) Staccato Products.

(i) Ferrer shall have the exclusive right to manufacture Staccato Products (as defined below) developed by Alexza for use by Alexza in the Territory and outside the Territory, except in the Excluded Countries. Alexza shall present Ferrer’s manufacturing capabilities to any of its potential partners or licensees in and outside the Territory as well as in the Excluded Countries. At Alexza’s request, the Parties shall negotiate the terms of such supply and enter into appropriate supply and quality agreements. In addition, if so requested by Alexza, or a licensee of Alexza in the Territory, outside the Territory or for any Excluded Country, Ferrer shall negotiate in good faith with such licensee the terms under which Ferrer would manufacture and supply the applicable Staccato Product to such licensee for the applicable country in the Territory, outside the Territory or in the Excluded Country.

(ii) Ferrer shall have the right to propose new (i.e., not yet in development or previously developed by Alexza or a licensee) Staccato Products, each containing an API of interest to Ferrer, to Alexza for Ferrer’s development and commercialization (other than for treating [*] and/or symptoms associated with [*]) in the Territory (a “Project”). Thereafter, the Parties shall discuss the potential conduct and terms of such Project. If the Parties agree to such Project, then Alexza shall not license out rights to the Project and upon entry into a written agreement, Ferrer shall have an exclusive right to develop and commercialize such Staccato Product for the Territory, pursuant to and effective upon a separate agreement to be entered into between the Parties within ninety (90) days of agreement to such Project, and the written agreement shall include the following terms: (A) Alexza would provide necessary technical assistance and access to technology, as reasonably requested by Ferrer, to conduct the Project, (B) Ferrer would grant Alexza exclusive rights outside the Territory to use all Inventions and Know-How, including Regulatory Filings, developed by or on behalf of Ferrer in connection with the Project, for the development and commercialization of the applicable Staccato Product outside the Territory,(C) Ferrer would pay Alexza a royalty of [*] percent ([*]%) of Net Sales of each Staccato Product in the Territory and (D) Ferrer would promptly notify Alexza of any discontinuation of development of a Staccato Product and would thereafter grant Alexza an exclusive license under all Inventions and Know-How developed by or on behalf of Ferrer in connection with the Project, for the development and commercialization of the applicable Staccato Product in the Territory, under commercially reasonable terms and conditions to be agreed upon by the Parties. For clarity, Alexza will, at all times prior to the Parties’ agreement on a Project with respect to a Staccato Product in a particular therapeutic area, have the right to grant to a Third Party any rights with respect to such Staccato Product or therapeutic area.

(iii) If any of Alexza’s licensees or other partners develops any Know-How related to a Project outside the Territory (including but not limited to any pre-clinical or clinical data and Regulatory Filings) that is Controlled by Alexza, or that is an improvement to the device used in any Staccato Product, then if Alexza has a license to (or ownership interest in)

[*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

4

such Know-How and related Patents, Alexza will grant a sublicense to Ferrer to such Know-How and Patents on the same terms (financial and otherwise) governing Alexza’s use of such Know-How and Patents with respect to the Project. In addition, if Alexza develops any such Know-How related to the device used in a Staccato Product, Ferrer shall have the right to use such Know-How and related Patents in connection with a Project.

(iv) “Staccato Product” means any product that delivers an active pharmaceutical ingredient (“API”) by a hand-held, fixed-dosage device (single dose and/or multidose) that relies on Alexza’s proprietary technology to rapidly heat and create a condensation aerosol of such API, allowing its delivery through deep lung inhalation, which device is known as or based on, but may or may not be referred to as, the Staccato system; provided that Staccato Product does not include (A) the Product, (B) any product that delivers [*] as an API, (C) any product that is under discussion between Alexza and a Third Party as of the Fourth Amendment Effective Date, as evidenced by a bona fide written term sheet, (D) Staccato alprazolam (AZ-002), (E) Staccato zaleplon (AZ-007), or (F) any product containing an API that was included in a product candidate of Alexza that has gone through clinical studies conducted by Alexza.

(d) Supplier Access. Ferrer will have the right to purchase components of the Product from Alexza’s suppliers of such components, pursuant to Alexza’s agreements with such suppliers, including the right to use any equipment owned by Alexza and used by any such supplier to manufacture such components. In addition, Ferrer will have the right to enter into an agreement directly with any such supplier, at prices negotiated by Ferrer and such supplier, and will have the right to grant such supplier the right to use any equipment owned by Alexza and used by any such supplier to manufacture such components.

3. DEVELOPMENT AND REGULATORY ACTIVITIES

3.1 Amendment to Section 4.2(a). Section 4.2(a) of the Agreement is hereby deleted and replaced in its entirety with the following:

(a) MAA Approval.

(i) Promptly after the Fourth Amendment Effective Date, and in any event no later than July 31^st, the Parties shall take all actions necessary to transfer ownership of the MAA Approval for Staccato loxapine (ADASUVE) from Alexza to Ferrer. Such transfer shall be free of charge for Ferrer except with regard to regulatory fees. Upon positive European Commission decision of the transfer of ownership of the MAA Approval, Ferrer shall at all times be responsible, at its cost, for conducting the development and regulatory activities associated with maintaining MAA Approval (including any additional clinical or non-clinical studies that may be requested by the EMA, unless conducting such studies would be inconsistent with Ferrer’s exercise of Commercially Reasonable Efforts, and making Regulatory Filings and paying fees for Regulatory Filings, and including all scientific services requested by the EMA), except as otherwise set forth in the Fourth Amendment or as agreed by the Parties in writing; provided

[*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

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that Ferrer’s responsibility for annual fees for maintaining the MAA Approval (for clarity, including pharmacoviligance costs) will commence on September 1, 2015. With respect to any additional variations to the MAA Approval, Alexza will be responsible for all costs incurred through September 1, 2015 for modifications planned or ongoing as of the Fourth Amendment Effective Date or proposed thereafter by Alexza, and Ferrer will be responsible for all costs incurred after September 1, 2015 for modifications proposed by Ferrer or required by Regulatory Authorities in the Territory. Any regulatory approvals granted in the European Union will be owned by Ferrer, and Ferrer shall be designated as the “marketing authorization holder” pursuant to the applicable EMA regulations. Alexza shall use Commercially Reasonable Efforts to cooperate and provide assistance in the conduct of any clinical and regulatory post-approval programs requested by Ferrer in response to requests by or efforts to satisfy the requirements of the EMA.

(ii) The Parties and its Affiliates hereby mutually grant to each other a royalty-free right to reference all Regulatory Filings (including the MAA Approval), and use all data and other Know-How contained or referenced therein, that are owned by any Party or its Affiliates with respect to the Product, or that are owned by a Party’s licensee, to the extent that such Party has the right to grant such rights, such reference and use in connection with the development and commercialization of the Product, including obtaining, maintaining or expanding any registration or regulatory approval in the Party’s respective territory. Each party shall, on written request by the other Party, provide, or shall cause its applicable Affiliate to provide, to such Party and to any specified Regulatory Authority a letter, in the form reasonably requested by the other Party, acknowledging and confirming that such other party and its Affiliates or licensees, as applicable, have the rights of reference to any such Regulatory Filing for all purposes consistent with the development, regulatory approval and commercialization of the Product in such Party’s respective territory.

3.2 Ongoing Clinical Studies. Effective upon June 1, 2015, Ferrer will become the sponsor of and be responsible for the conduct of the following ongoing studies of the Product: (a) the post-authorization safety study (“PASS”), which Ferrer may conduct using PRA or a different contract research organization of its selection and (b) the drug utilization study (“DUS”). Effective upon September 1, 2015, Ferrer will become the sponsor of and be responsible for the conduct of the Phase 3 clinical trial of the Product in adolescent patient populations (the “Adolescent Study”). Notwithstanding the above, until positive European Commission decision for the transfer of the MAA Approval has been obtained, Alexza remains fully responsible in front of EMA as MAA Approval holder. At Ferrer’s request, Alexza will assist Ferrer in the selection of a contract research organization to conduct the Adolescent Study. On at least a calendar quarterly basis, Ferrer will provide Alexza with written updates of the status and progress of all such studies conducted by or on behalf of Ferrer. Notwithstanding Section 9.1 of the Agreement to the contrary, Ferrer and Alexza shall jointly own all Know-How arising from the conduct of the PASS, DUS and the Adolescent Study and have access to all data

[*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

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and Information resulting from or contained in such studies, and each Party hereby assigns to each other Party such of its right, title and interest in and to such Know-How as necessary to effect such access and joint ownership allocation.

3.3 Development Expenses. Ferrer will be solely responsible for all costs incurred from and after June 1, 2015 to complete PASS and DUS. If applicable, Ferrer will share with Alexza’s licensee for the U.S. the out-of-pocket costs to conduct the Adolescent Study, and will coordinate invoicing and reimbursement procedures with such licensee pursuant to a separate agreement to be entered by Ferrer and such licensee. Ferrer will bear all costs for any additional studies conducted after the Fourth Amendment Effective Date that are proposed by Ferrer or required by Regulatory Authorities in the Territory, unless conducting such required studies would be inconsistent with Ferrer’s exercise of Commercially Reasonable Efforts.

3.4 Territory Expansion. In consideration for Ferrer’s assuming responsibility and costs for PASS and DUS as set forth above, Section 1.78 of the Agreement is hereby amended to read in its entirety as follows:

1.78 “Territory” shall mean the countries of the European Union, Croatia, Serbia, Bosnia and Herzegovina, Montenegro, Macedonia, Albania, Andorra, Liechtenstein, San Marino, Vaticano, Switzerland, Norway, Iceland, Argentina, Armenia, Azerbaijan, Belarus, Bolivia, Brazil, Chile, Colombia, Costa Rica, Dominican Republic, Ecuador, El Salvador, Georgia, Guatemala, Honduras, Kazakhstan, Kyrgyzstan, Mexico, Moldova, Nicaragua, Panama, Paraguay, Peru, Russia, Tajikistan, Turkey, Turkmenistan, Venezuela, Ukraine, Uruguay, Uzbekistan, Algeria, Bahrain, Egypt, Iran, Iraq, Israel, Jordan, Kuwait, Lebanon, Yemen, United Arab Emirates, Libya, Morocco, Oman, Palestine, Qatar, Saudi Arabia, Syria, Tunisia, Republic of Korea, Philippines and Thailand.

3.5 Staccato Product. Additionally, in consideration for Ferrer’s assuming responsibility and costs for PASS and DUS as set forth above, effective as of the Fourth Amendment Effective Date, Ferrer shall have the right to propose during the Manufacturing Adjustment Period a single new (i.e., not yet in development or previously developed by Alexza or a licensee) Staccato Product, containing an API of interest to Ferrer, to Alexza for Ferrer’s development and commercialization according to terms and conditions under Sections 2.2(c)(ii) and (iv) of this Fourth Amendment.

3.6 Milestone Revision. In consideration for Ferrer’s assuming responsibility and costs for the Adolescent Study as set forth above, Milestone Event #4 under Section 7.2 of the Agreement will no longer be due for First Commercial Sale of the Product in Russia, Turkey or Brazil.

3.7 Pharmacovigilance. Notwithstanding Section 4.2(g) of the Agreement, Alexza will be relieved of its responsibility for maintaining the global safety database for the Product until the Product obtains regulatory approval outside of the Territory and outside the U.S. For clarification, Ferrer will remain responsible, at its own expense, for maintaining the safety database and for pharmacovigilance for the Product in the Territory. Promptly after the Fourth

[*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

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Amendment Effective Date, the Parties shall amend any existing pharmacovigilance and safety data exchange agreements between them to be consistent with the following, such amendments to be effective upon the transfer of MAA Approval pursuant to Section 3.1(a) of this Fourth Amendment unless otherwise required by Regulatory Authority requirements: (a) Ferrer shall be responsible for designating to the EMA and other applicable Regulatory Authorities in the Territory a qualified person responsible for pharmacovigilance (QPPV) for the Product, (b) Ferrer shall be responsible for the pharmacovigilance system Master file for the EMA and other applicable Regulatory Authorities in the Territory for the Product, (c) Ferrer shall be responsible for processing periodic safety update reporting and case reporting with respect to the EMA and other applicable Regulatory Authorities in the Territory and (d) Ferrer shall enter into pharmacovigilance agreements with Alexza’s U.S. licensee (in addition to its continuing pharmacovigilance agreement with Alexza) not later than September 1, 2015, for the purposes of exchange of pharmacovigilance information in their respective territories, provided that until entry into such agreement with the U.S. licensee, Ferrer shall communicate to Alexza all safety reports and Serious Adverse Events related to the Product and Alexza shall keep Ferrer informed about safety reports and Serious Adverse Events related to the Product outside the Territory. The transition process from Alexza to Ferrer will begin immediately following Alexza’s submission of the MAA transfer application to EMA.

4. MISCELLANEOUS

1.1 Full Force and Effect. This Fourth Amendment amends the terms of the Agreement and is deemed incorporated into the Agreement. The provisions of the Agreement, except as expressly amended by this Fourth Amendment, remain in full force and effect.

1.2 Entire Agreement. The Agreement and this Fourth Amendment constitute the entire agreement, both written and oral, between the Parties with respect to the subject matter hereof, and any and all prior agreements with respect to the subject matter hereof, either written or oral, expressed or implied, are superseded hereby, merged and canceled, and are null and void and of no effect.

1.3 Governing Law. This Amendment and all questions regarding the existence, validity, interpretation, breach or performance of this Fourth Amendment, shall be governed by, and construed and enforced in accordance with, the laws of the State of New York, United States, without reference to its conflicts of law principles.

1.4 Counterparts. This Fourth Amendment may be executed in one or more counterparts, each of which will be an original and all of which together will constitute one instrument.

IN WITNESS WHEREOF, the Parties have executed this Fourth Amendment by their respective duly authorized representatives as of the Fourth Amendment Effective Date.

[SIGNATURE PAGE FOLLOWS]

[*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

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ALEXZA PHARMACEUTICALS, INC.
By:	/s/ Thomas B. King
Name:	Thomas B. King
Title:	President and CEO
GRUPO FERRER INTERNACIONAL, S.A.
By:	/s/ Jordi Ramentol Massana
Name:	Jordi Ramentol Massana
Title:	CEO
By:	/s/ Antoni Villaró Martín
Name	Antoni Villaró Martín
Title:	COO

[*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

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EX-10.2

[*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

Exhibit 10.2

AMENDMENT NO. 1

TO

LICENSE AND SUPPLY AGREEMENT

This Amendment No. 1 to License and Supply Agreement (this “Amendment”) is executed on and effective as of June 17, 2015 (the “Amendment Effective Date”), by and between ALEXZA PHARMACEUTICALS, INC., a company organized under the laws of the State of Delaware, United States (“Alexza”), and having a principal place of business at 2091 Stierlin Court, Mountain View, CA 94043, United States, and TEVA PHARMACEUTICALS USA, INC., a company organized under the laws of Delaware, United States (“Teva”), having a principal place of business at 1090 Horsham Road, North Wales, PA 19454, United States.

RECITALS

WHEREAS, Alexza and Teva have previously entered into that certain License and Supply Agreement, dated May 7, 2013 (the “Agreement”); and

WHEREAS, Alexza and Teva desire to amend the Agreement as set forth below, and after the Amendment Effective Date, references to the Agreement shall be deemed references to the Agreement as amended by this Amendment.

NOW, THEREFORE, in consideration of the mutual promises set forth in this Amendment and the Agreement, the Parties to this Amendment agree as follows:

SECTION 1. Interpretation. All capitalized terms used in this Amendment, unless otherwise defined herein, shall have the meanings given to them in the Agreement, and each reference in the Agreement to “this Agreement”, “hereof”, “herein”, “hereunder” or “hereby” and each other similar reference shall be deemed to refer to the Agreement as amended hereby. The captions to the several Sections of this Amendment are not a part of this Amendment but are included for convenience of reference and shall not affect its meaning or interpretation. In this Amendment (a) the word “including” shall be deemed to be followed by the phrase “without limitation” or like expression; (b) the singular shall include the plural and vice versa and (c) masculine, feminine and neuter pronouns and expressions shall be interchangeable.

SECTION 2. Definitions. As used in this Amendment, the following terms shall have the meanings set out in this Section 2 unless the context clearly and unambiguously dictates otherwise:

2.1 “Advance Request” shall have the meaning ascribed to it in the Note.

2.2 “Asset Sale” means any sale, exchange, assignment, conveyance, transfer, delivery, liquidation or other disposition of any or all of the Manufacturing Assets, other than in the ordinary course of business and solely to the extent consistent with past practices (e.g., sales,

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exchanges, assignments, conveyances, transfers, deliveries, liquidations and other dispositions of replaced equipment or components thereof that have exceeded their useful life or existing Manufacturing Assets for which upgrades have been purchased or leased).

2.3 “Beneficial Owner” has the meaning ascribed to it in Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934.

2.4 “Change of Control” means any of the following:

(a) any merger, reorganization, share exchange, consolidation or other business combination involving Alexza or any of its subsidiaries, other than (i) a merger or consolidation of Alexza in which the holders of capital stock of Alexza immediately prior to such merger or consolidation continue to hold a majority of the capital stock of Alexza or the surviving entity after giving effect to such merger or consolidation and (ii) any merger or similar transaction effected solely to change the domicile of Alexza or any of its subsidiaries;

(b) any acquisition by any Person or Group (including any “person” within the meaning of Section 13(d) of the Securities Exchange Act of 1934) as a result of which, such Person (or any Group of which such Person is a member) or Group becomes a Beneficial Owner of 50% or more of the issued and outstanding shares of capital stock of Alexza or any of its subsidiaries in any single transaction or a series of related transactions; or

(c) the redemption or repurchase of shares, the effect of which is that any Person or Group that did not beneficially own a majority of the voting power of the outstanding shares of capital stock of Alexza immediately prior to such redemption or repurchase owns at least a majority of such voting power of the outstanding shares of capital stock of Alexza after such redemption or repurchase;

provided, however, that a recapitalization of Alexza in which Alexza’s stockholders of record (or their Affiliates) immediately prior to such recapitalization shall (as a result of the securities issued as part of the recapitalization) continue to hold all of the stock of Alexza immediately following such recapitalization (without regard to any change in relative ownership) shall not constitute a Change of Control unless as a result of such recapitalization a strategic investor or its Affiliates (other than Teva and its Affiliates) would be the holder of 50% or more of the voting power of Alexza.

2.5 “Change of Control Offer” means an offer from a Third Party that, if consummated, would result in a Change of Control.

2.6 “Initial Relaunch Purchase Order” means the first Purchase Order delivered, if at all, by Teva to Alexza during the Option Exercise Period, which Purchase Order may not specify a Delivery Date earlier than [*] days following the Relaunch Notice Date.

[*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

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2.7 “Group” means two or more Persons acting as a partnership, limited partnership, syndicate or other group for the purpose of acquiring, holding or disposing of the applicable securities referred to herein.

2.8 “Manufacturing Assets” means, except for the equipment identified on Exhibit 2.8, any and all equipment and facilities owned or leased by Alexza and/or its Affiliates, used in the manufacture of the Product and located on the Amendment Effective Date at 2091 Stierlin Court, Mountain View, California 94043. For clarity, the tooling owned by Alexza and located at the Suppliers shall not be deemed to be Manufacturing Assets.

2.9 “Note” means that certain Amended and Restated Convertible Promissory Note and Agreement to Lend, dated June 17, 2015, being issued in connection with the execution of this Amendment.

2.10 “Offer” means any bona fide written offer from a Third Party to enter into any agreement or arrangement for an Asset Sale. For clarity, a Change of Control Offer shall not be deemed an Offer.

2.11 “Option Exercise Period” means the period beginning on (and including) July 1, 2017 and ending on (and including) December 31, 2017.

2.12 “Proposal” means any written agreement, arrangement, offer or proposal (including a letter of intent, term sheet, form of definitive agreement or definitive agreement) for an Asset Sale; provided, however, that the term Proposal shall not include any Proposal by Teva. For clarity, a Change of Control Offer, or any resulting written agreement, arrangement or proposal, shall not be deemed a Proposal.

2.13 “Representatives” means with respect to a specified Person, the officers, directors, employees, shareholders, investment bankers, attorneys, accountants, financial advisors, agents and other representatives of the Person specified.

2.14 “Relaunch Notice Date” means the date that the Initial Relaunch Purchase Order, if any, is delivered to Alexza by Teva.

2.15 “Suspension Period” means the period beginning on the Amendment Effective Date and ending on the earlier of: (a) the Relaunch Notice Date, if any, and (b) the expiration of the Option Exercise Period.

SECTION 3. Amendments to Agreement.

3.1 Section 1.53 of the Agreement is hereby amended and restated in its entirety to read as follows:

“1.53 [Intentionally Omitted.]”

[*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

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3.2 The following definition shall be added as Section 1.110 of the Agreement:

“1.110 “Third Party Assignment Threshold” shall, solely for purposes of Sections 4.8(b)(i), 4.8(c)(i) and 16.10(b) of the Amendment, mean a Third Party’s or such Third Party’s affiliate’s, fully burdened manufacturing cost of the Product (including packaging for shipment) calculated in conformity with GAAP (or IFRS if applicable to such Third Party or its affiliate) and expressed on a per Unit manufactured basis, including the cost of:

(a) materials, including primary packaging and secondary packaging (to the extent done by such Third Party) and labeling material;

(b) direct labor (including basic wages, labor and related payroll taxes and benefits) incurred or spent in the actual production, quality control, quality assurance, filling, packaging and labeling of the Product;

(c) overhead (including other manufacturing related operating expenses, such as, indirect labor and related payroll taxes and benefits, depreciation, taxes, insurance, rent, repairs and maintenance, and supplies) incurred or spent in support of the actual production, filling, packaging and labeling of the Product, manufacturing cost accounting, and failed runs and costs of changeover related directly to the Product within a single manufacturing facility, in each case, to the extent directly attributed to the Product. Overhead shall be allocated to production in a manner consistent with GAAP, proportionate to the total units of products manufactured in the facility. Overhead shall not include any (i) to the extent that the facilities in which the Product is manufactured are not fully dedicated to Product, allocation or absorption of excess or idle capacity for changeover to another product and (ii) general corporate and administrative activities such as legal, human resources, IT, business development, investor relations and executive officer salaries;

(d) interim transportation, or any related transportation costs including packaging and storage of the Product as incurred in connection with the supply of the Product pursuant to the terms of the Agreement; and

(e) [*].”

For clarity, all subsequent Sections of Article 1 of the Agreement and all cross-references to subsequent Sections of Article 1 of the Agreement shall be re-numbered accordingly.

3.3 Section 6.11 of the Agreement is hereby amended and restated in its entirety to read as follows:

“6.11 Planning Forecast. Within [*] months after the Relaunch Notice Date, and continuing to be updated on or before January 1 of each [*] thereafter, Teva shall provide Alexza with a written [*] year sales Unit forecast, by [*], of Teva’s requirements for the Product (the “Planning Forecast”). This forecast shall be for capacity planning purposes only and shall not constitute a firm order or have any binding effect. The Parties shall review the forecast on not less than a [*] basis to assess the available manufacturing capacity of Alexza. To the extent that the aggregate worldwide forecast quantities of

[*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

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Product are expected to exceed the then existing available capacity of Alexza at its facility in [*] months, the Parties shall meet and discuss in good faith whether to discuss Alexza’s plans to expand the then current manufacturing capacity or to identify and engage a Third Party manufacturer for the Product. In any event, to the extent reasonably practicable Teva shall notify Alexza at least [*] months in advance with respect to any material increase of its demand forecast and Alexza shall not be deemed in breach of this Agreement for its inability to supply such increased amount of Product due to the capacity constraints which Alexza had less than [*] months’ notice of any material increase of Teva’s supply forecast that would impact capacity planning as long as Alexza is using Commercially Reasonable Efforts to address supply constraints based on Teva’s original planning forecast.”

3.4 Section 6.12(a) of the Agreement is hereby amended and restated in its entirety to read as follows:

“(a) Launch Forecast. Within [*] months of the Relaunch Notice Date, Teva shall provide Alexza with its initial [*] month forecast (“Launch Forecast”), of which the first [*] months shall constitute a mutually binding commitment to purchase and supply. No later than [*] Business Days after Alexza’s receipt of the Launch Forecast, the Manufacturing JPT membership shall be designated with the responsibility to oversee the supply of the Product under this Agreement, and the representatives of each Party on the Manufacturing JPT shall meet and shall work collaboratively to prepare and adopt a supply plan for the relaunch of the Product in the U.S. The Launch Forecast shall be a best estimate, as of the time such Launch Forecast is delivered, of the initial rolling forecast to be delivered pursuant to Section 6.12(b), and Teva shall not deviate from such estimate without having and providing to Alexza any commercial rationale for the decision.”

3.5 Section 6.12(c) of the Agreement is hereby amended and restated in its entirety to read as follows:

“(c) Initial [*] Month Binding Commitment. Each of the first [*] months of each Supply Forecast shall constitute a mutually binding commitment to order and supply the total quantity of Product set forth in the Supply Forecast for such period. Each commitment shall be represented by a Purchase Order delivered in accordance with Section 6.14. The monthly purchase quantity for each of the first [*] months set forth in such Purchase Order shall not be less than [*] percent ([*]%) or more than [*] percent ([*]%) of the average monthly purchase quantity for such [*] months based on the quantities for such period set forth in such Purchase Order.”

3.6 Section 6.13 of the Agreement is hereby amended and restated in its entirety to read as follows:

“6.13 Materials; Safety Stock. Teva acknowledges that Alexza may stock the Drug, Staccato Device components, other components, containers, labels, packaging materials and related items necessary for the manufacture of the Product (“Materials”)

[*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

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based on the rolling forecasts provided by Teva pursuant to Section 6.12. Alexza shall, after the Suspension Period, maintain at all times an inventory of Materials necessary for manufacturing such quantity of the Product that is equal to, at a minimum, the average monthly forecasted quantity of the Product for the upcoming [*]-month period based on the then-current Supply Forecast provided by Teva; provided that the Manufacturing JPT shall discuss and recommend any adjustments to such required minimum quantity of safety stock to the Parties for the Parties to decide.”

3.7 Section 6.14(b)(i) of the Agreement is hereby amended and restated in its entirety to read as follows:

“(i) Teva shall have the right, but not the obligation, at any time during the Option Exercise Period, to deliver to Alexza the Initial Relaunch Purchase Order.”

3.8 Section 6.14(b)(ii) of the Agreement is hereby amended and restated in its entirety to read as follows:

“(ii) Purchase Orders. Beginning [*] months after the Relaunch Notice Date and in each month thereafter, Teva shall submit to Alexza a monthly firm Purchase Order to purchase the Product having the applicable Shelf Life set forth in Section 6.22 (together with the Initial Relaunch Purchase Order, if any, each, a “Purchase Order”) not less than [*] Business Days prior to each month of each [*]-month commitment period in the rolling forecast. After the Relaunch Notice Date, the Manufacturing JPT shall discuss and recommend any minimum Unit purchase amounts for a Purchase Order to the Parties for the Parties to decide. For clarity, no Purchase Order other than the Initial Relaunch Purchase Order, if any, may be delivered prior to the expiration of the Option Exercise Period, and if no Initial Relaunch Purchase Order is issued, then Teva may submit monthly Purchase Orders following the expiration of the Suspension Period in accordance with the terms of the Agreement.”

3.9 Section 6.14(b)(iii) of the Agreement is hereby amended and restated in its entirety to read as follows:

“(iii) Terms. Each Purchase Order shall specify the quantity ordered, the required delivery date (which shall not be less than [*] following the date of any Purchase Order other than the Initial Relaunch Purchase Order) (the “Delivery Date”) and any special instructions or invoicing information. Alexza shall acknowledge and accept the Purchase Order from Teva made in accordance with Section 6.14(b)(ii) within [*] Business Days of receipt, and any terms or conditions of such purchase order which conflict or are inconsistent with the terms of the Agreement shall be void and rejected. Alexza may not reject the quantity of the Product in any Purchase Order unless, subject to Section 6.12(f), the quantity set forth in the Purchase Order is less than [*] percent ([*]%) of or in excess of [*] percent ([*]%) of the committed quantity determined in accordance with Section 6.12(c) and the variance permitted under Section 6.12(d). In the event of excess quantity ordered, the rejection shall only apply with respect to such excess quantity.”

[*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

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3.10 The title of Article 7 shall be amended and restated in its entirety to read as follows:

“ARTICLE 7

SECURITY OF SUPPLY; RIGHT TO MANUFACTURE”

3.11 Section 7.4 of the Agreement is hereby amended and restated in its entirety to read as follows:

“7.4 Teva Right to Manufacture; Additional Manufacturing.

(a) At any time after the Amendment Effective Date, Teva shall have a right, upon written notification to Alexza, to elect to have a Third Party manufacturer that is selected by Teva and reasonably acceptable to Alexza, qualified to manufacture the Product (an “Additional Manufacturer”). Following receipt of such written notification, Alexza shall prepare an estimated reasonable budget and implementation plan for approval by Teva to enable such Additional Manufacturer to manufacture the Product. Upon approval by Teva of the implementation plan and budget, Alexza shall enter into an agreement with such Additional Manufacturer to conduct Alexza manufacturing Know-How transfer to enable the Additional Manufacturer to manufacture the Product. All costs and expenses in engaging and qualifying the Additional Manufacturer as a result of Teva’s notification pursuant to this Section 7.4(a) shall be borne by Teva. The agreement with the Additional Manufacturer shall provide that any time prior to the [*] anniversary of the First Commercial Sale, only upon the written notice from Teva (copied to Alexza) of the occurrence of a Failure Event (defined below in Section 7.5) shall the Additional Manufacturer manufacture Product for Teva. For clarity, Teva shall not initiate or permit any manufacturing by a Third Party or Additional Manufacturer prior to the [*] anniversary of the First Commercial Sale, except as provided in Section 7.5.

(b) Notwithstanding anything in this Agreement to the contrary, at any time, Teva shall have the right pursuant to this Section 7.4(b), upon written notification to Alexza to qualify it (or one or more of its Affiliates) to manufacture the Product and to take over the manufacturing rights and obligations of Alexza under this Agreement. Following receipt of such written notification, Alexza shall conduct a Know-How transfer to enable Teva (or its designated Affiliates) to manufacture the Product. Once Teva (or its designated Affiliates) are so qualified and capable of manufacturing the Product required by Teva under this Agreement, (i) Alexza shall no longer have the right or obligation to manufacture the Product under this Agreement, (ii) the co-exclusive license granted by Alexza and its Affiliates under Section 2.1(a)(i)(B) shall become an exclusive license (even as to Alexza and its Affiliates) to Teva and its Affiliates and (iii) the co-exclusive license granted by Alexza and its Affiliates under Section 2.1(b)(i)(A) shall become an exclusive license (even as to Alexza and its Affiliates) to Teva and its Affiliates. All costs and expenses in engaging and qualifying Teva (or its designated Affiliates) as a result of Teva’s notification pursuant to this Section 7.4(b) shall be borne by Teva (or its designated Affiliates). In addition, Alexza shall use Commercially

[*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

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Reasonable Efforts to obtain the consent of Third Party suppliers, including Suppliers, of the Materials for the Product to provide, upon the exercise of Teva’ rights under this Section 7.4(b), Teva (or its designated Affiliates) with the right to receive such Materials on the same terms in effect for Alexza for use in the manufacture of the Product for use and sale in the U.S.”

3.12 Section 7.5 of the Agreement is hereby amended and restated in its entirety to read as follows:

“7.5 Failure Event. If either (i) Alexza has not recommenced manufacturing the Product or has not assigned or subcontracted the manufacturing of the Product to a Third Party such that the Product ordered pursuant to the Initial Relaunch Purchase Order will be delivered by the Delivery Date set forth therein, (ii) for [*] successive [*]-month periods, Alexza fails to meet at least [*] percent ([*]%) of its aggregate supply obligation (excluding excess order supply) in Article 6 for such [*] month periods or (iii) in such month when it becomes mathematically impossible, based on shortfalls in deliveries by Alexza in successive preceding months for Alexza and the outstanding Purchase Orders and Supply Forecast, for Alexza to avoid the event specified in clause (ii) above, then a “Failure Event” shall be deemed to have occurred. For clarity, in calculating what percentage of Alexza’s supply obligation has been met, only Units of the Product that have been received and not rejected by Teva pursuant to Section 6.16 shall be included. Upon a Failure Event, Teva shall have the right, within [*] Business Days after such Failure Event upon written notice to Alexza, to elect to make or have made the Product (including the Staccato Device and other components of the Product). To the extent that an Additional Manufacturer has not been qualified or is not available, within [*] days after Teva’s notice to Alexza, the Parties shall agree upon a transition plan to minimize any disruption to the supply of the Product. The transition plan shall include a mutually agreed-upon schedule for transition activities, including transfer of manufacturing Know-How. To enable exercise of the manufacturing rights of Teva under this Section 7.5 upon a Failure Event, Alexza agrees at no additional cost, to provide Teva (or one of more of its Affiliates) or one (1) Third Party manufacturer designated by Teva with technical assistance in the manner designed to enable Teva (or its designated Affiliates) or such Third Party manufacturer to manufacture the Product for Teva and once such Third Party is capable of manufacturing the Product, (i) Alexza shall no longer have the right or obligation to manufacture the Product under this Agreement, (ii) the co-exclusive license granted by Alexza and its Affiliates under Section 2.1(a)(i)(B) shall become an exclusive license (even as to Alexza and its Affiliates) to Teva and its Affiliates and (iii) the co-exclusive license granted by Alexza and its Affiliates under Section 2.1(b)(i)(A) shall become an exclusive license (even as to Alexza and its Affiliates) to Teva and its Affiliates. In addition, Alexza shall use Commercially Reasonable Efforts to obtain the consent of Third Party suppliers, including Suppliers, of the Materials for the Product to provide, upon the exercise of Teva’ rights under this Section 7.5, Teva or a Third Party manufacturer with the right to receive such Materials on the same terms in effect for Alexza for use in the manufacture of the Product for use and sale in the U.S.”

[*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

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3.13 Section 13.3(b) of the Agreement is hereby amended and restated in its entirety to read as follows:

“(b) at any time after the Amendment Effective Date, upon [*] days written notice to Alexza, with or without cause, provided that no such notice may be given if Teva has previously received a notice of material breach pursuant to Section 13.2(b) and the breach set forth in the notice has not been cured within the period provided in such section or there is a dispute as to whether a material breach has been cured or is incurable and such dispute has not been resolved in accordance with such section.”

3.14 Section 16.10 of the Agreement is hereby amended and restated in its entirety to read as follows:

“16.10 Assignment.

(a) Assignments by Teva. This Agreement shall not be assignable or otherwise transferred by Teva, nor may any rights or obligations hereunder be assigned or transferred, by Teva to any Third Party without Alexza’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed); provided, that, without limitation, it shall not be deemed unreasonable for Alexza to withhold its consent if Teva proposes to assign or otherwise transfer this Agreement or Teva’s rights or obligations hereunder to a Third Party that Alexza reasonably determines has insufficient sales and marketing capabilities with respect to pharmaceutical products to pursue the commercialization of the Product in accordance with the Agreement; provided, further, that such Third Party must agree in writing to assume responsibility for and be bound by all of the terms of this Agreement, if Teva assigns the Agreement to such Third Party.

(b) Assignments by Alexza. This Agreement shall not be assignable or otherwise transferred by Alexza, nor may any rights or obligations hereunder be assigned or transferred, by Alexza to any Third Party without Teva’s prior written consent. Notwithstanding the immediately preceding sentence, Alexza’s manufacturing rights or obligations hereunder may be assigned, sublicensed, subcontracted or delegated by Alexza to any Third Party with Teva’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed); provided, that, without limitation, it shall not be deemed unreasonable for Teva to withhold its consent if Alexza proposes to assign, sublicense, subcontract, delegate or otherwise transfer its manufacturing rights or obligations hereunder to a Third Party if Teva reasonably determines (i) that the Third Party has insufficient financial or operational capabilities or lacks sufficient experience in manufacturing a product similar to the Product or (ii) that the Fully Burdened Manufacturing Costs or Third Party Assignment Threshold, as applicable, of the proposed assignment, sublicense, subcontract, delegation or other transfer, prepared in accordance with Section 8.6 of the Agreement, would not be commercially viable in Teva’s reasonable determination; provided, further, that (x) such Third Party must agree in writing to assume responsibility for and be bound by all of the terms of this Agreement applicable to the manufacturing rights and obligations hereunder being assigned,

[*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

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sublicensed, subcontracted or delegated to such Third Party and (y) in the event of any (1) assignment or other transfer of less than all or (2) sublicense, subcontract or delegation of Alexza’s manufacturing rights and obligations under this Agreement, unless Teva and such Third Party enter into a separate manufacturing and supply agreement, Alexza hereby guarantees and shall remain fully and unconditionally obligated and responsible for the full and complete performance of the manufacturing obligations under this Agreement and such partial assignment or sublicensing, subcontracting or delegation shall not relieve Alexza’s liabilities and obligations to Teva under this Agreement.

(c) Assignments by Teva or Alexza. Notwithstanding Sections 16.10(a) and 16.10(b), either Party may assign or otherwise transfer this Agreement without the consent of the other Party to (i) any to any of its Affiliates, provided that the assigning Party notifies the other Party in writing within twenty (20) days of such assignment and the assignee agrees to assume responsibility for and be bound by all of the terms of this Agreement in addition to the assigning Party, which shall continue to be bound by such terms; or (ii) to an entity that acquires all or substantially all of the business or assets of the assigning Party relating to the subject matter of this Agreement, whether by merger, acquisition or otherwise (a “Change of Control Event”), provided that the acquiring Person agrees to assume responsibility for and be bound by all of the terms of this Agreement in writing or by operation of law, and that such Party or its successor or permitted assignee (as applicable) gives notice in writing to the other Party within [*] days following such Change of Control Event; provided, however, that such acquiring Person shall not be deemed an Affiliate of the acquired Party and intellectual property rights that are owned or held by the acquiring Person to such transaction (if other than one of the Parties to this Agreement) shall not be included in the technology licensed hereunder. Except as otherwise provided in this Section 16, either Party shall have the right to assign, sublicense, subcontract or delegate this Agreement or any or all of its obligations or rights hereunder to an Affiliate upon written notice to the other Party; provided, however, the assigning, sublicensing, subcontracting or delegating Party hereby guarantees and shall remain fully and unconditionally obligated and responsible for the full and complete performance of this Agreement by such Affiliate and in no event shall such assignment, sublicensing, subcontracting or delegation be deemed to relieve such Party’s liabilities or obligations to the other Party under this Agreement. The other Party shall, at the request of the assigning, sublicensing, subcontracting or delegating Party, enter into such supplemental agreements with the applicable Affiliates as may be necessary or advisable to permit such Affiliates to avail itself of any rights or perform any obligations of the assigning, sublicensing, subcontracting or delegating Party hereunder. Subject to this Section 16.10, this Agreement shall inure to the benefit of each Party, its successors and permitted assigns. Any assignment of this Agreement in contravention of this Section 16.10 shall be null and void.”

SECTION 4. Additional Agreements. The additional agreements and understandings between the Parties as set forth below are hereby agreed as amendments to the Agreement.

4.1 Suspension of Certain Commercialization Obligations. Teva’s obligations under Sections 5.1(b) and 5.1(c) of the Agreement shall be suspended for the period beginning

[*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

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on the Amendment Effective Date and ending on the Delivery Date set forth in the Initial Relaunch Purchase Order, if one is delivered; provided that for such suspension to end, the Product ordered in the Initial Relaunch Purchase Order must be delivered on or before the Delivery Date set forth in the Initial Relaunch Purchase Order. Notwithstanding the foregoing, Teva shall use Commercially Reasonable Efforts to commercialize the Product in the Field in the U.S. during the Suspension Period. For clarity, subject to the preceding sentence and the remainder of this Section 4, Teva shall have exclusive and sole decision-making authority with respect to all aspects of the commercialization of the Product in the Field in the U.S. during the Suspension Period and will keep Alexza updated periodically. On or prior to any delivery of the Initial Relaunch Purchase Order, Teva shall present to Alexza a commercialization plan setting forth the goals, Commercialization Strategies and plans for Teva’s continued commercialization of the Product in the U.S., and the level of anticipated sales force and promotion efforts dedicated to the Product, together with the budget in connection therewith, consistent with the then commercial potential of the Product and the Parties would negotiate in good faith amendments to the obligations set forth in Sections 5.1(b) and 5.1(c) of the Agreement consistent with such commercialization plan; provided that in no event shall such amended commercialization obligations be greater than the obligations originally set forth in Sections 5.1(b) and 5.1(c) of the Agreement or lower than the adjusted obligations presented during the management meeting held on Dec 19, 2014. For clarity, if no Initial Relaunch Purchase Order is delivered, then Teva’s obligations under Sections 5.1(b) and 5.1(c) of the Agreement shall be reinstated, with modifications to be discussed and as may be agreed by the Parties, but in no event will such obligations be greater than the obligations originally set forth in Sections 5.1(b) and 5.1(c) of the Agreement or lower than the adjusted obligations presented during the management meeting held on December 19, 2014, on the date that is [*] days after expiration of the Option Exercise Period.

4.2 Required Analysis. Following the Amendment Effective Date, Teva shall perform an analysis to determine the Product’s short and long-term commercial potential and shall present such analysis to the JSC. Thereafter, the JSC would annually update such analysis.

4.3 Suspension of Manufacturing Obligations. The rights and obligations of (a) Alexza to supply and manufacture or have manufactured the Product pursuant to Article 6 of the Agreement, (b) Teva to order and purchase the Product pursuant to Article 6 of the Agreement and (c) the Parties under Sections 6.11, 6.12 and 6.14 of the Agreement (collectively, the “Suspended Obligations”) shall be suspended during the Suspension Period. Teva and Alexza will meet periodically to discuss commercial strategy of the Product and the timing for recommencement of manufacture and supply of the Product. Accordingly, the Parties hereby acknowledge and agree that Teva has the right to request an end to the suspension of the Suspended Obligations prior to commencement of the Option Exercise Period by providing written notice of such request to Alexza (a “Suspension Termination Request”), and Alexza agrees to reasonably consider any such Suspension Termination Request in good faith; provided that if Alexza has assigned or subcontracted its manufacturing rights and obligations to a Third Party or an Affiliate in accordance with the terms of the Agreement prior to receipt of such written notice, then Teva and Alexza would meet with such Third Party or Affiliate as soon as reasonably practicable after delivery of the Suspension Termination Request to discuss Teva’s request. Teva shall inform the FDA of the suspension of manufacturing of the Product and shall

[*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

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comply with all Regulatory Requirements with respect to such suspension and Alexza shall promptly provide to Teva any information or data that Teva has requested in writing and reasonably requires to fulfill its obligations under this sentence. Until the end of the Option Exercise Period, Alexza and Teva shall meet at least annually to discuss the results of Teva’s commercialization efforts and anticipated timing of the need for manufacturing additional Product.

4.4 Maintenance of the Approved Facility. Alexza shall conduct an orderly wind-down of production at the Approved Facility by September 1, 2015, and during the Suspension Period, shall maintain the Approved Facility in a condition such that production of the Product may be re-initiated in accordance with Regulatory Requirements, Good Manufacturing Practices, Applicable Laws and the Agreement to be able to manufacture or have manufactured and deliver the Product ordered in the Initial Relaunch Purchase Order by the Delivery Date set forth therein (the “Suspension Period Maintenance Level”).

4.5 Suspension Costs.

(a) The costs to be incurred by Alexza during the Suspension Period in order to maintain the Suspension Period Maintenance Level shall be borne exclusively by Alexza, except as provided in Section 4.5(b) of this Amendment.

(b) Beginning with the first full calendar quarter following the Amendment Effective Date, provided that (i) Alexza elects to and has delivered the applicable Notice of Rent Reimbursement (defined below), (ii) no Party has exercised its right to terminate the Agreement under Article 13 of the Agreement and (iii) the Acceleration Date has not occurred and will not occur prior to or on the date the Rent Reimbursement obligation would be payable, Teva shall reimburse Alexza quarterly in arrears within [*] Business Days following receipt of the applicable Notice of Rent Reimbursement for Alexza’s out-of-pocket payments for rent for the Approved Facility during the Suspension Period at the monthly rental rate in existence as of the Amendment Effective Date (the “Rent Reimbursement”); provided, however, that the aggregate amount of all Rent Reimbursements shall not exceed $1,675,000 (such amount to be pro-rated for any partial year within the Suspension Period based on the number of calendar days for which the Rent Reimbursement obligation applies within such partial year). In order to receive Rent Reimbursement in accordance with this Section 4.5(b) for a calendar quarter during the Suspension Period, Alexza must submit to Teva within [*] days following the end of any such calendar quarter (i) evidence acceptable to Teva of the amount of the out-of-pocket rent payments by Alexza and that such payments have been paid on or before the due dates thereof on the Approved Facility each month on a monthly basis, (ii) an Advance Request under the Note for the amount of the applicable Rent Reimbursement and (iii) wire transfer instructions for Teva to deliver the amount of the applicable Rent Reimbursement to Alexza or for Alexza’s benefit (each such submission, a “Notice of Rent Reimbursement”).

(c) In accordance with the terms of the Note, the amount of any Rent Reimbursement paid by Teva pursuant to Section 4.5(b) of this Amendment shall

[*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

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immediately and automatically be added to the aggregate principal amount of the Note upon payment thereof by Teva (the aggregate amount of all such Rent Reimbursement, the “Additional Principal Amount”). Any portion of the Additional Principal Amount may be repaid by Alexza, at Alexza’s sole option, (i) by crediting payments due and payable to Alexza from Teva pursuant to Section 8.3 or 8.4 of the Agreement against such Additional Principal Amount or (ii) in cash, in each case as provided in the Note.

4.6 Records. During the Suspension Period, Alexza shall keep complete, true and accurate books of accounts and records for the purpose of determining the Suspension Costs payable by Alexza pursuant to this Agreement. Such books and records shall be kept for at least [*] years following the end of the Calendar Quarter to which they pertain. Such records shall be subject to inspection in accordance with Section 4.7 of this Amendment.

4.7 Audits. During the Suspension Period, as soon as reasonably practicable, but in any event not later than [*] days (subject to extension required to obtain agreement with the Alexza Auditor on a nondisclosure agreement in accordance with this Section 4.7) following written notice from Teva, Alexza shall permit an independent, reputable, certified public accountant selected by Teva and reasonably acceptable to Alexza (provided that such accounting firm shall not be retained or compensated on a contingency basis and provided further that such independent, certified public accountant shall, at a minimum, be knowledgeable of and have experience in auditing manufacturing companies), which acceptance will not be unreasonably withheld, conditioned or delayed (for the purposes of this Section 4.7, the “Alexza Auditor”), at reasonable times and upon reasonable notice, to audit or inspect those books or records as the Alexza Auditor deems necessary or appropriate for the purpose of verifying the Rent Reimbursement incurred by Alexza during the Suspension Period. As a condition to examining any records of Alexza, such Alexza Auditor will sign a nondisclosure agreement reasonably acceptable to Alexza in form and substance, and shall not disclose to Teva, its Affiliates or any Third Party any information that is Alexza’s confidential customer information regarding pricing or other competitively sensitive proprietary information. Any and all records examined by such Alexza Auditor will be deemed Alexza’s Confidential Information. The Alexza Auditor shall disclose to Teva only the amount and accuracy of calculations and payments reported and actually paid or otherwise payable as Rent Reimbursement under this Agreement. The Alexza Auditor shall send a copy of the report to Alexza at the same time it is sent to Teva. Such inspections may be made no more than once each [*] (unless a previous audit resulted in a variation or error resulting in Alexza having to bear the costs of such audit, in which event the frequency may occur [*]) and during normal business hours. Inspections conducted under this Section 4.7 shall be at the expense of Teva, unless a variation or error producing an overpayment in amounts actually paid by Teva to Alexza pursuant to Section 4.5(b) of this Amendment exceeding an amount equal to [*] percent ([*]%) of the amount that should have been payable by Teva for a period covered by the inspection is established, in which case all reasonable costs relating to the inspection for such period shall be paid by Alexza. Teva shall endeavor in such inspection not to disrupt the normal business activities of Alexza. If, as a result of such audit report, it is shown that the amount that Teva paid to Alexza as Rent Reimbursement under Section 4.5(b) of this Amendment was greater than the amount that should have been paid, Alexza shall immediately refund to Teva in cash an amount equal to the difference between the amounts paid by Teva for Rent Reimbursement and the Rent Reimbursement that should have

[*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

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been paid, and such refund shall correspondingly reduce the Additional Principal Amount of the Note. If either Party in good faith disputes any conclusion of the accounting firm under this Section 4.7, then such Party shall so inform the other Party by written notice within thirty (30) days of receipt of a copy of the audit report in question, specifying in detail such dispute. The Parties shall promptly thereafter meet and negotiate in good faith a resolution to such dispute. In the event that the Parties are unable to resolve such dispute within sixty (60) days after such notice, the matter shall be resolved pursuant to the terms set forth in Article 15 of the Agreement, and interest shall be payable on any disputed amounts determined to be due in the same manner as provided for in Section 8.14 of the Agreement. For the avoidance of doubt, any interest paid by Alexza to Teva on any disputed amounts shall be paid in cash and shall not offset or otherwise reduce the Additional Principal Amount of the Note.

4.8 Right of Consent; Right of First Refusal. Subject to Section 4.9 for Alexza, unless a Party has assigned, sublicensed, subcontracted, delegated or otherwise transferred this Agreement, or in the case of Alexza, its manufacturing rights and obligations under the Agreement, to a Third Party in accordance with Section 16.10 of the Agreement:

(a) Asset Sales. Alexza shall not accept any Offer relating to an Asset Sale of less than all or substantially all of the Manufacturing Assets.

(b) Notice of Offer.

(i) If Alexza receives an Offer, which Alexza desires to accept, then within one (1) Business Day after receipt of such Offer, Alexza shall provide Teva with written notice (the “Offer Notice”), by email (delivery receipt confirmed) or hand delivery to the addresses listed on the signature page hereof. The Offer Notice shall include (A) a true and correct copy of the Offer, including all schedules, exhibits and ancillary documents related thereto, (B) the expected date of consummation of such Asset Sale and (C) the expected Fully Burdened Manufacturing Costs or the Third Party Assignment Threshold, as applicable, as proposed as a result of the Asset Sale and prepared in accordance with Section 8.6 of the Agreement.

(ii) Immediately after delivering the Offer Notice to Teva, Alexza shall provide Teva and its Representatives access to Alexza’s facilities, personnel, management, documents, and other information relating to the subject Manufacturing Assets that is sufficient to enable Teva to conduct a due diligence investigation customary in an asset acquisition context (the “Due Diligence Access”), and such Due Diligence Access shall be no less extensive than that provided to any other Person that has made the Offer, or to whom Alexza has an obligation to provide information or has voluntarily provided information with respect to an Offer, or any of any such Person’s Representatives.

[*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

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(c) Right of Consent with Respect to Asset Sales.

(i) Alexza may not accept the Offer described in the Offer Notice without the prior written consent of Teva, which may not be unreasonably withheld; provided, however, that, without limitation, it shall not be deemed unreasonable for Teva to withhold its consent if Teva, acting in good faith, determines that (i) the prospective purchaser has insufficient financial or operational capabilities or lacks sufficient experience in manufacturing a product similar to the Product or (ii) the Fully Burdened Manufacturing Costs or the Third Party Assignment Threshold, as applicable, as proposed as a result of the Asset Sale and prepared in accordance with Section 8.6 of the Agreement, would not be commercially viable; provided, further that Teva may withhold its consent if Teva elects to deliver a Teva Offer Notice (defined below) pursuant to Section 4.8(c) of this Amendment. Teva shall deliver a written notice (the “Teva Consent Notice”) to Alexza within [*] Business Days of the later to occur of (i) Teva’s receipt of the Offer Notice or (ii) the granting to Teva of the Due Diligence Access (such [*]-Business Day period, the “Offer Review Period”), which Teva Consent Notice shall either include Teva’s consent to the Offer or shall include a reasonably detailed description of the reasons for Teva’s objection to the Offer.

(ii) Prior to Teva’s receipt of the Offer Notice, and during the Offer Review Period, Alexza shall not enter into any binding agreement or arrangement (including any no shop agreement, binding term sheet or any similar agreement or arrangement providing for Alexza to pay termination or break-up fees) with any Person (x) with respect to an Offer or (y) that would impose limitations or restrictions on Alexza’s compliance with the provisions of this Agreement or Alexza’s ability to enter into or consummate any agreement or arrangement with Teva related to a Teva Offer Notice or complete an Asset Sale with Teva (any such binding agreement or arrangement, a “Prohibited Offer Agreement”).

(iii) If Teva delivers a Teva Consent Notice containing an objection to the Offer, Alexza shall not enter into any Prohibited Offer Agreement relating to the Asset Sale. With respect to each Offer for which Teva received an Offer Notice from Alexza, and for which Alexza complied with all of the applicable procedures and requirements of this Section 4.8 (the “Noticed Offer”), in the event that Teva delivers a Teva Consent Notice containing its consent to the Offer, then, and only then, Alexza shall be free, for a period of [*] days following expiration of the Offer Review Period, to enter into a definitive agreement with respect to the transactions contemplated in such Noticed Offer with the Person or Persons described in the Noticed Offer on terms and conditions substantially similar to, and in any event not more favorable individually or in the aggregate in any material respect to such Person or Persons than, the terms and conditions described in the Noticed Offer.

(d) Right of First Refusal with Respect to Asset Sales. Upon receipt of the Offer Notice with respect to an Asset Sale, Teva shall have the irrevocable and exclusive option, at its sole discretion, to become, or to have any of its Affiliates become, the purchaser with respect to the Asset Sale on substantially the same financial terms as

[*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

15

provided in the Offer. If Teva elects to become, or to have any of its Affiliates become, the purchaser, then prior to the expiration of the Offer Review Period, Teva shall deliver a written notice (the “Teva Offer Notice”), by email (delivery receipt confirmed) or hand delivery to the addresses listed on the signature page hereof. Upon receipt by Alexza of the Teva Offer Notice, Alexza shall (i) not enter into or otherwise agree to the Offer relating to the Asset Sale and (ii) enter into an agreement with Teva or any of its Affiliates (A) on substantially the same financial terms as provided in the Offer and (B) containing substantially the same representations and warranties, covenants and indemnities in favor of Teva or any of its Affiliates (as designated by Teva) as provided in the Offer.

(e) Notice of Certain Changes. Notwithstanding anything to the contrary contained herein, if during any Offer Review Period, either (i) any material amendment is made to the terms of the Offer described in the Offer Notice that results in a material decrease in the proposed purchase price of the Offer or (ii) the identity of the Person or Persons making an Offer changes or any new entities join the Offer described in the Offer Notice, then (x) as soon as reasonably practicable, but in any event within one (1) Business Day of such event, Alexza shall provide Teva with written notice, by email (delivery receipt confirmed) or hand delivery to the addresses listed on the signature page hereto, which notice shall indicate, as applicable, (A) the material amendments that have been made to the terms of the Offer and (B) the change in or newly joining Person or Persons making the Offer and (y) Alexza and Teva agree that in such event, the Offer Review Period shall equal the greater of (A) the number of days that remain in the Offer Review Period at the time of provision by Alexza of such notice (which provision is confirmed by evidence of transmission) and (B) [*] Business Days. The provisions of this Section 4.8(e) shall apply with the same effect to successive amendments, if any, to the terms of any Offer.

4.9 Right of First Offer. If Alexza has assigned, sublicensed, subcontracted, delegated or otherwise transferred its manufacturing rights and obligations to a Third Party in accordance with Section 16.10(b) of the Agreement:

(a) Right to Notice of Asset Sale. In the event that the Board of Directors of Alexza (the “Board”), acting in good faith, authorizes Alexza or any of its officers, representatives or agents to initiate, pursue, solicit or accept a Proposal, then within one Business Day after such authorization of a Proposal, Alexza shall provide Teva with written notice (the “Proposal Notice”), by email (delivery receipt confirmed) or hand delivery to the addresses listed on the signature page hereof, of (i) such authorization of a Proposal and (ii) the material terms, including the Manufacturing Assets subject to the Proposal and the range of the consideration, being sought by the Board. Immediately after delivering the Proposal Notice to Teva and continuing through the Proposal Review Period (defined below), Alexza shall provide Teva and its Representatives with Due Diligence Access, and such Due Diligence Access shall be no less extensive than that provided to any other Person in connection with such Proposal, or to whom Alexza has an obligation to provide information or has voluntarily provided information with respect to a Proposal, or any of any such Person’s Representatives.

[*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

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(b) Review Period; Teva Proposal. Prior to Teva’s receipt of the Proposal Notice, and for a period of [*] days after the later to occur of (i) Teva’s receipt of such Proposal Notice and (ii) the granting to Teva and its Representatives of the Due Diligence Access (the “Proposal Review Period”), Alexza shall not enter into any binding agreement or arrangement (including any no shop agreement, binding term sheet or any similar agreement or arrangement providing for Alexza to pay termination or break-up fees) with any Person (x) with respect to a Proposal or (y) that would impose limitations or restrictions on Alexza’s compliance with the provisions of this Agreement or Alexza’s ability to or enter into or consummate any agreement or arrangement with Teva related to a Teva Proposal (defined below) or complete an Asset Sale with Teva (any such binding agreement or arrangement, a “Prohibited Proposal Agreement”). During the Proposal Review Period, Teva or one of its Affiliates may, in its sole discretion, present a proposal relating to an Asset Sale (a “Teva Proposal”). Upon receipt by Alexza of a Teva Proposal, Alexza shall negotiate in good faith with Teva for a period of [*] Business Days from the date of receipt by Alexza of the Teva Proposal (the “Negotiation Period”) and shall not enter into any Prohibited Proposal Agreement during such Negotiation Period.

(c) Noticed Proposals. With respect to each Proposal for which Teva received a Proposal Notice from Alexza, and for which Alexza complied with all of the applicable procedures and requirements of this Section 4.9 (the “Noticed Proposal”), in the event that Teva does not deliver a Teva Proposal to Alexza prior to the expiration of the Proposal Review Period or Teva delivered a Teva Proposal to Alexza prior to the expiration of the Proposal Review Period and the applicable Negotiation Period has expired, then, and only then, Alexza shall be free, for a period of [*] days following expiration of the Proposal Review Period, to enter into a definitive agreement with respect to the transactions contemplated in such Noticed Proposal at the price contained in the Noticed Proposal and on terms and conditions substantially similar to, and in any event not more favorable to the purchaser, taken in the aggregate, than the terms and conditions described in the Noticed Proposal.

4.10 Void Transactions. Unless Alexza shall have complied with all of the procedures and requirements of Sections 4.8 and 4.9 of this Amendment in all material respects (and in the event of any immaterial noncompliance, such immaterial noncompliance shall not prejudice Teva’s rights hereunder in any manner), then any Proposal or Offer which Alexza may accept, and any transaction it may purport to effect pursuant thereto, shall be void ab initio.

4.11 Suspension of Section 7.1 of the Agreement. The Parties agree that the obligations of Alexza pursuant to Section 7.1 of the Agreement shall be suspended during the Suspension Period; provided, however, that Alexza shall use Commercially Reasonable Efforts, in light of the Suspension Period and the terms of this Amendment, to maintain relationships with its vendors, including Suppliers, sufficient to allow Alexza to meet its delivery obligations under the Initial Relaunch Purchase Order, if any.

4.12 Suspension of Additional Insurance During Suspension Period. The Parties agree that the obligations of Alexza to obtain and maintain Additional Insurance pursuant to Section 12.4 of the Agreement shall be suspended during the Suspension Period.

[*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

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SECTION 5. General.

5.1 Each of the Parties hereto hereby agrees to be bound by the Agreement as amended by this Amendment. The Agreement as amended by this Amendment shall remain in full force and effect and is hereby approved, ratified and confirmed in all respects. This Amendment shall become effective upon execution by all the Parties hereto and immediately upon the Amendment Effective Date, all references to the Agreement shall be mean the Agreement as amended hereby.

5.2 This Amendment may be executed in any number of counterparts each of which shall be deemed an original, and all of which together shall constitute one and the same instrument.

5.3 This Amendment and all questions regarding the existence, validity, interpretation, breach or performance of this Amendment, shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, United States, without reference to its conflicts of law principles.

5.4 Any disputes with respect to this Amendment shall be governed by Article 15 of the Agreement, which shall apply to such dispute the same as if such Article were repeated word for word in this Amendment but with such changes as are required to make it expressly applicable to this Amendment instead of to the Agreement.

[Signature Page Follows]

[*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

18

IN WITNESS WHEREOF, the Parties to this Amendment have executed this Amendment as of the date first written above.

ALEXZA PHARMACEUTICALS, INC.
By:	/s/ Thomas B. King
Name:	Thomas B. King
Title:	President and CEO

SIGNATURE PAGE TO

AMENDMENT TO LICENSE AND SUPPLY AGREEMENT

[*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

TEVA PHARMACEUTICALS USA, INC.
By:	/s/ Deborah A. Griffin
Name:	Deborah A. Griffin
Title:	SVP & Chief Accounting Officer
By:	/s/ Michael G. McHugh
Name:	Michael G. McHugh
Title:	Vice President, General Manager
	Teva Select Brands & Woman’s Health
	Teva Pharmaceuticals USA, Inc.

SIGNATURE PAGE TO

AMENDMENT TO LICENSE AND SUPPLY AGREEMENT

[*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

Exhibit 2.8

Drug Deposition System 03

[*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

EX-10.3

EXECUTION VERSION

CONFIDENTIAL

EXHIBIT 10.3

NEITHER THIS AMENDED AND RESTATED CONVERTIBLE PROMISSORY NOTE AND AGREEMENT TO LEND NOR ANY OF THE SECURITIES ISSUABLE UPON CONVERSION HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAW. NO SALE, TRANSFER, PLEDGE OR ASSIGNMENT OF THIS NOTE OR OF THE SECURITIES ISSUABLE UPON CONVERSION HEREOF SHALL BE VALID OR EFFECTIVE UNLESS (A) SUCH TRANSFER IS MADE PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND IN COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAW OR (B) THE HOLDER SHALL DELIVER TO THE COMPANY AN OPINION OF COUNSEL IN FORM AND SUBSTANCE REASONABLY ACCEPTABLE TO THE COMPANY THAT SUCH TRANSFER IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND OF ANY APPLICABLE STATE SECURITIES LAW.

AMENDED AND RESTATED

CONVERTIBLE PROMISSORY NOTE AND AGREEMENT TO LEND

Up to $26,675,000 June 17, 2015

Alexza Pharmaceuticals, Inc., a Delaware corporation (the “Company”), for value received, hereby amends and restates in its entirety that certain Convertible Promissory Note and Agreement to Lend dated May 7, 2013 (the “Original Note”), and the Company hereby promises to pay to Teva Pharmaceuticals USA, Inc. (the “Holder”) under this Amended and Restated Convertible Promissory Note and Agreement to Lend (“Note”) the Outstanding Advanced Amount (as defined below), not to exceed an aggregate principal sum of $26,675,000, as provided below. On the date hereof, the portion of indebtedness evidenced by the Original Note shall be automatically renewed and extended, but not extinguished or cancelled, in accordance with the terms of this Note. Nothing contained herein shall be deemed a repayment or novation of the Original Note.

1. Interpretation. All capitalized terms used in this Note, unless otherwise defined herein, shall have the meanings given to them in that certain License and Supply Agreement, dated May 7, 2013 (the “Original License Agreement”), as amended by the Amendment to License and Supply Agreement, dated even date herewith (the “Amendment to License Agreement” and, together with the Original License Agreement, the “License Agreement”), between the Holder and the Company. In this Note, (a) the word “including” shall be deemed to be followed by the phrase “without limitation” or like expression and (b) the singular shall include the plural and vice versa.

2. Definitions. As used in this Note, the following terms shall be defined as follows:

2.1 “Business Day” shall mean a date Monday through Friday, but excluding any date on which banks located in (a) the State of New York are authorized by State or federal law to be closed or (b) Israel are authorized by applicable law to be closed.

2.2 “Change of Control Transaction” shall mean any (a) merger or consolidation of the Company with or into any other corporation or other entity, or any other reorganization of the Company, in which the holders of the Company’s outstanding capital stock immediately prior to such transaction do not, immediately after such transaction, retain a majority of the voting power of the surviving entity or its parent in substantially the same relative proportions as immediately prior to the transaction; (b) sale of all or substantially all of the assets of the Company; or (c) exclusive license of all or substantially all of the assets of the Company.

2.3 “Maturity Date” shall mean the Original Maturity Date, as extended by the corresponding number of calendar days in the Suspension Period.

2.4 “Operating Budget” shall mean, at any time of determination provided under this Note, the Company’s current budget for Adasuve as of the date set forth above and approved by the Company’s senior management and delivered to the Holder.

2.5 “Original Maturity Date” shall mean May 7, 2018.

2.6 “Outstanding Advanced Amount” shall mean, at any given time, the aggregate outstanding principal amount of all Advances (as defined below) made under this Note up to such time, plus all accrued interest thereon, less any amounts already repaid or otherwise satisfied by Company to Holder in accordance with Section 4.3 hereof. As of the date of this Note and as set forth in Schedule I, $25,000,000 in Advances remains outstanding.

2.7 “Rent Reimbursement” shall have the meaning ascribed to it in the Amendment to License Agreement.

3. Advances.

3.1 Subject to the terms and conditions set forth herein, the Company (a) has previously requested and received the advances from the Holder as set forth on Schedule I, and (b) may request after the date of this Note additional quarterly advances for Rent Reimbursement in accordance with Section 4.5 of the Amendment to License Agreement (each advance pursuant to (a) and (b), an “Advance” and collectively, the “Advances”), and upon receipt of an Advance Request in accordance with this Section 3, the amount of each Rent Reimbursement paid by the Holder in accordance with Section 4.5 of the Amendment to License Agreement shall be deemed for all purposes of this Note as having been advanced from the Holder to the Company pursuant this Note, such Advances not to exceed $1,675,000 in the aggregate. The Company shall not be allowed to reborrow any Advance under this Note after repaying that Advance or any portion thereof.

3.2 To request Advances after the date of this Note, the Company shall submit to the Holder an irrevocable written notice (the “Advance Request”) prior to 5:00 p.m., New York, NY time, on not less than fifteen (15) Business Days prior written notice of the amount of Rent Reimbursement for the preceding calendar quarterly period paid by the Company. Advance Requests must be submitted within 30 days following the end of the calendar quarter for which a Rent Reimbursement is sought by the Company.

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3.3 The obligation of the Holder to make an Advance pursuant to an Advance Request properly submitted pursuant to Section 3.2 shall be subject to the Acceleration Date not having occurred.

3.4 The Advances made pursuant to this Note and all payments made hereunder shall be recorded by the Holder on its books and records and promptly noted as an amendment on Schedule I attached hereto. The outstanding advances as of the date of this Note are currently recorded on Schedule I. The failure to so record any Advance, prepayment or payment shall not limit or otherwise affect the obligation of the Company to pay any amounts due hereunder. Each request for an Advance after the date of this Note by the Company shall be deemed a representation and warranty by the Company to the Holder as of the date of the Advance Request and the date of the Advance that (a) the Acceleration Date has not occurred and will not occur prior to or on the date of the Advance and (b) the representations and warranties set forth in Section 7 are true and correct in all material respects.

4. Payment.

4.1 Payment. Subject to the provisions of Section 5 hereof relating to the conversion of this Note, the Outstanding Advanced Amount shall be payable upon the Maturity Date. Except as otherwise provided in Section 4.3(b)(ii), payments hereunder shall be made by the Company to the Holder, at the address as provided to the Company by the Holder in writing, in lawful money of the United States of America. Interest shall accrue with respect to the outstanding principal amount of the Advances made under this Note from the date of each date of Advance until such principal amount is paid or converted as provided in Section 5 hereof at a rate of 4% per annum (computed on the basis of a 365-day year); provided that interest shall not accrue on any of the outstanding principal amount of the Advances during the Suspension Period.

4.2 Acceleration Events. Unless the Holder shall have delivered a Conversion Notice on or prior to the fifth (5^th) Business Day after the occurrence of any Acceleration Event (such fifth Business Day, the “Acceleration Date”), the Outstanding Advanced Amount shall be immediately due and payable in full on the Acceleration Date without notice, demand, presentment, protest or other formalities of any kind (a) upon an Event of Default (as defined in Section 6 hereof); (b) upon the termination of the License Agreement; or (c) upon a Change of Control Transaction (any event described in (a) – (c) above, an “Acceleration Event”).

4.3 Prepayments; Offset.

(a) Prepayment of Advances under the Original Note. The Company shall have the right at any time prior to the Maturity Date, and without penalty, to prepay, in the aggregate, up to 50% of the aggregate outstanding principal amount of all Advances made under the Original Note up to such time, plus all accrued interest thereon.

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(b) Prepayment of Advances for Rent Reimbursements.

(i) Prepayments in Cash. The Company shall have the right at any time prior to the Maturity Date, and without penalty, to prepay, in the aggregate, the aggregate outstanding principal amount of all Advances for Rent Reimbursement made under this Note at such time.

(ii) Right of Offset. The Company shall have the right at any time prior to the Maturity Date, and without penalty, to reduce, in the aggregate, the aggregate outstanding principal amount of all Advances for Rent Reimbursement made under this Note at such time by reducing any amounts due and payable to the Company by the Holder pursuant to Section 8.3 or 8.4 of the Original License Agreement.

5. Conversion.

5.1 Optional Conversion at Maturity or Upon Occurrence of an Acceleration Event. Not less than five (5) Business Days prior to the Maturity Date or at any time on or prior to the Acceleration Date, the Holder shall have the right to deliver to the Company in writing a notice (the “Conversion Notice”) of its intention to convert all or a portion of the Outstanding Advanced Amount (the “Conversion Rights”) and specifying the portion of the Outstanding Advanced Amount (the “Conversion Amount”) that shall be converted into Common Stock of the Company par value $0.0001 per share (the “Common Stock”). Any Outstanding Advance Amount not subject to the Conversion Rights shall be repaid on the Maturity Date, or, in the case of an Acceleration Event, on the Acceleration Date. The Holder’s failure to deliver a Conversion Notice within the periods specified in the first sentence of this Section 5.1 shall be deemed an election not to exercise the Conversion Rights. Such conversion shall take place at a conversion rate (the “Conversion Rate”) equal to four dollars and fifty four seventy third cents ($4.5473).

5.2 Delivery of Note and Share Certificates. Upon conversion of this Note and repayment in full of the Outstanding Advanced Amount pursuant to this Section 5, the Note shall be cancelled, and the Holder will deliver the original Note to the Company and execute the Company’s standard form of stock purchase agreement and/or other agreements and instruments as are necessary or appropriate to document the issuance of the Conversion Shares upon the conversion of this Note. On, or as soon as reasonably practicable after, such conversion, the Company shall issue and deliver to the Holder a certificate or certificates for the number of Conversion Shares to which the Holder is entitled. The Conversion Shares shall be in whole shares of Common Stock rounded down to the nearest whole share, and any fractional amount shall continue to be an Outstanding Advance Amount.

6. Default.

6.1 Event of Default. Any of the following events shall constitute an “Event of Default” hereunder: (a) the admission in writing by the Company of its insolvency; (b) the filing of bankruptcy by the Company; (c) the execution by the Company of a general assignment for the benefit of creditors; (d) the filing by or against the Company of any petition in bankruptcy or any petition for relief under the provisions of the federal bankruptcy act or any other state or federal law for the relief of debtors and the continuation of such petition without dismissal for a period of sixty (60) days or more; (e) the failure of Company to perform any of its obligations under this Note, other than the failure to pay any principal or accrued interest under the terms of

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this Note when due and payable, after written notice to the Company of such alleged failure to perform and a ten (10) Business Day opportunity to cure; (f) the failure of the Company to pay any principal or accrued interest under the terms of this Note within two (2) Business Days of the date due and payable; (g) the failure of the Company to perform any obligation under any document, instrument or agreement executed in connection with this Note, including the License Agreement, after written notice to the Company of such alleged failure to perform and a 10-Business Day opportunity to cure; (h) the appointment of a receiver or trustee to take possession of the property or assets of the Company; (i) any dissolution of the Company; (j) the adoption by the Company of any plan of liquidation; (k) the commencement against the Company of any case, proceeding or other action seeking issuance of a warrant of attachment, execution, distraint or similar process against all or any substantial part of its assets which results in the entry of an order for any such relief which shall not have been vacated, discharged, or stayed or bonded pending appeal within 60 days from the entry thereof; or (l) any challenge or contest by the Company in any action, suit or proceeding of the validity or enforceability of this Note.

6.2 Remedies. During the continuance of an Event of Default, (a) the Holder shall have the right to (i) accelerate the payment of the Outstanding Advanced Amount and (ii) enforce this Note by exercise of the rights and remedies granted to him, her or it by applicable law and (b) in lieu of the interest rate specified in Section 4.1, interest shall accrue on the Outstanding Advanced Amount at a rate equal to the lesser of (x) 18% per annum and (y) the maximum rate permissible under applicable law. The Company hereby waives demand, notice, presentment, protest and notice of dishonor.

6.3 Equitable Remedies. The Company stipulates that the Holder’s remedies at law in the event of any default or threatened default by the Company in the performance of or compliance with any of the terms of this Note may not be adequate to compensate the Holder to the extent permitted by law and that such terms may be specifically enforced by a decree for the specific performance of any agreement contained herein or by an injunction against a violation of any of the terms hereof or otherwise.

6.4 Waiver; Cumulative Remedies. No course of dealing or any delay or failure to exercise any right hereunder on the Holder’s part shall operate as a waiver of such right or otherwise prejudice the Holder’s rights, powers or remedies. No single or partial waiver by the Holder of any provision of this Note or of any breach or default hereunder or of any right or remedy shall operate as a waiver of any other provision, breach, default, right or remedy or of the same provision, breach, default, right or remedy on a future occasion. The Holder’s rights and remedies are cumulative and are in addition to all rights and remedies that the Holder may have in law or in equity or by statute or otherwise.

6.5 Usury. All agreements between the Company and the Holder, whether now existing or hereafter arising and whether written or oral, are expressly limited so that in no contingency or event whatsoever, whether by acceleration of the maturity of this Note or otherwise, shall the amount paid, or agreed to be paid, to the Holder for the use, forbearance, or detention of the money to be loaned under this Note or otherwise, exceed the maximum amount permissible under applicable law. If from any circumstances whatsoever fulfillment of any provision of this Note or of any other document evidencing, securing, or pertaining to the indebtedness evidenced by this Note, at the time performance of such provision shall be due,

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shall involve transcending the limit of validity prescribed by law, then ipso facto, the obligation to be fulfilled shall be reduced to the limit of such validity, and if from any such circumstances the Holder shall ever receive anything of value as interest or deemed interest by applicable law under this Note or any other document evidencing, securing, or pertaining to the indebtedness evidenced by this Note or otherwise an amount that would exceed the highest lawful rate, such amount that would be excessive interest shall be applied to the reduction of the principal amount owing under this Note or on account of any other indebtedness of the Company to the Holder relating to this Note, and not to the payment of interest, or if such excessive interest exceeds the unpaid balance of principal of this Note and such other indebtedness, such excess shall be refunded to the Company. In determining whether or not the interest paid or payable with respect to any indebtedness of the Company to the Holder, under any specific contingency, exceeds the highest lawful rate, the Company and the Holder shall, to the maximum extent permitted by applicable law, (a) characterize any non-principal payment as an expense, fee, or premium rather than as interest, (b) amortize, prorate, allocate, and spread the total amount of interest throughout the full term of such indebtedness so that the actual rate of interest on account of such indebtedness is uniform throughout the term of such indebtedness, and/or (c) allocate interest between portions of such indebtedness, to the end that no such portion shall bear interest at a rate greater than that permitted by law. The terms and provisions of this Section shall control and supersede every other conflicting provision of all agreements between the Company and the Holder. Each of the Company and the Holder has retained separate legal counsel in connection with issuance of this Note.

7. Representations and Warranties of the Company. The Company hereby represents and warrants to the Holder that as of the date hereof, as of the date of each Advance Request and as of the date of each Advance, except as set forth in the schedules delivered herewith:

7.1 Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to carry on its business as now conducted and to own its properties. The Company is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property makes such qualification or leasing necessary except where the failure to do so would not reasonably be expected to cause a material adverse effect on the operations, business or financial condition of the Company.

7.2 Authorization. The Company has full power and authority and has taken all requisite action on the part of the Company, its officers, directors and stockholders necessary for (a) the authorization, execution and delivery of this Note, (b) the authorization of the performance of all obligations of the Company hereunder, and (c) the authorization, issuance (or reservation for issuance) and delivery of the Conversion Shares. This Note constitutes the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability, relating to or affecting creditors’ rights generally.

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7.3 Capitalization.

(a) Schedule 7.3 sets forth (immediately prior to the date hereof) (i) the authorized capital stock of the Company on the date hereof, (ii) the number of shares of capital stock issued and outstanding, (iii) the number of shares of capital stock issuable pursuant to the Company’s stock plans, and (iv) the number of shares of capital stock issuable and reserved for issuance pursuant to securities exercisable for, or convertible into or exchangeable for any shares of capital stock of the Company.

(b) All of the issued and outstanding shares of the Company’s capital stock have been duly authorized and validly issued and are fully paid, nonassessable and free of pre-emptive rights and were issued in full compliance with applicable state and federal securities law and any rights of third parties. No person is entitled to pre-emptive or similar statutory or contractual rights with respect to any securities of the Company. Except as contemplated by this Note and as set forth on Schedule 7.3, there are no outstanding warrants, options, convertible securities or other rights, agreements or arrangements of any character under which the Company is or may be obligated to issue any equity securities of any kind. There are no voting agreements, buy-sell agreements, option or right of first purchase agreements or other agreements of any kind among the Company and any of the securityholders of the Company relating to the securities of the Company held by them. Except as set forth on Schedule 7.3, no person has the right to require the Company to register any securities of the Company under the Securities Act, whether on a demand basis or in connection with the registration of securities of the Company for its own account or for the account of any other person.

7.4 Valid Issuance. This Note has been duly and validly authorized. Upon the due conversion of this Note, the Conversion Shares will be validly issued, fully paid and non-assessable free and clear of all encumbrances and restrictions, except for restrictions on transfer imposed by applicable securities laws. The Company has reserved a sufficient number of shares of Common Stock for issuance upon conversion of this Note, free and clear of all encumbrances and restrictions, except for restrictions on transfer imposed by applicable securities laws.

7.5 Consents. The execution, delivery and performance by the Company of this Note requires no consent of, action by or in respect of, or filing with, any person, governmental body, agency, or official other than such filings as shall have been made prior to and shall be effective on and as of the date hereof and such filings required to be made after the date hereof pursuant to applicable state and federal securities laws which the Company undertakes to file within the applicable time periods. The Company has taken all action necessary to exempt from the registration requirements of the applicable state and federal securities laws the issuance of the Conversion Shares upon due conversion of this Note.

7.6 No Conflict, Breach, Violation or Default. The execution, delivery and performance of this Note by the Company and the issuance and sale of the Conversion Shares will not conflict with or result in a breach or violation of any of the terms and provisions of, or constitute a default under (i) the Company’s certificate of formation or the Company’s bylaws, both as in effect on the date hereof, (ii) any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Company or any of its assets or properties or (iii) any agreement or instrument to which the Company is a party or by which the Company is bound.

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8. Amendments and Waivers. No provision of this Note may be amended and the observance of any provision of this Note may not be waived (either generally or in a particular instance and either retrospectively or prospectively) without the prior written consent of the Company and the Holder.

9. Severability. If any provision of this Note is determined to be invalid, illegal or unenforceable, in whole or in part, the validity, legality and enforceability of any of the remaining provisions or portions of this Note shall not in any way be affected or impaired thereby.

10. Binding Effect. This Note shall be binding upon, and shall inure to the benefit of, the Company and the Holder and their respective successors and assigns.

11. Notices. Any notice required by any provision of this Note to be given to the Holder shall be in writing and may be delivered by personal service or facsimile or sent by registered or certified mail, return receipt requested, with postage thereon fully prepaid. All such communications shall be addressed to the Holder at his, her or its address appearing on the books of the Company.

12. Replacement. Upon the Company’s receipt of reasonably satisfactory evidence of the loss, theft, destruction or mutilation of this Note and (a) in the case of any such loss, theft or destruction, upon delivery of indemnity reasonably satisfactory to the Company in form and amount or (b) in the case of any such mutilation, upon surrender of this Note for cancellation, the Company, at its expense, shall execute and deliver, in lieu thereof, a new Note.

13. No Rights as Stockholder. This Note, as such, shall not entitle the Holder to any rights as a stockholder of the Company, except as otherwise specified herein.

14. Headings. The descriptive headings in this Note are inserted for convenience only and do not constitute a part of this Note.

15. Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. The validity, meaning and effect of this Note shall be determined in accordance with the laws of the State of New York, without regard to principles of conflicts of law. The Company and the Holder each irrevocably submits to the exclusive jurisdiction of the courts of the State of New York located in New York City, New York and the United States District Court for the Southern District of New York for the purpose of any suit, action, proceeding or judgment relating to or arising out of this Note and the transactions contemplated hereby. Service of process in connection with any such suit, action or proceeding may be served on each party hereto anywhere in the world by the same methods as are specified for the giving of notices under this Note. The Company and the Holder each irrevocably waives any objection to the laying of venue of any such suit, action or proceeding brought in such courts and irrevocably waives any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. EACH OF THE COMPANY AND THE HOLDER HEREBY WAIVES ANY RIGHT TO REQUEST A TRIAL BY JURY IN ANY LITIGATION WITH RESPECT TO THIS NOTE AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVER.

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16. Right of Offset. Without limiting any of the Holder’s other rights or remedies hereunder or otherwise, the Company hereby acknowledges and agrees that the Holder shall have the right to reduce any amount payable by the Holder to the Company pursuant to the License Agreement by any amount owed by the Company and not timely paid to the Holder in accordance with the terms of this Note.

17. Taxes. Any and all payments by or on account of any obligation of the Company under this Note shall be made without deduction or withholding for any taxes; provided, however, if the Holder transfers the Note to a non-U.S. person or Affiliate (a “non-U.S. Transferee”), the Company shall deduct and withhold from payments due to such non-U.S. Transferee pursuant to this Note any taxes required to be deducted and withheld under applicable law. Any such withheld taxes shall be timely paid over to the appropriate governmental authority in accordance with applicable law. To the extent that taxes are deducted and withheld from payments otherwise payable to a non-U.S. Transferee pursuant to this Note, and are paid to the appropriate governmental authority, such deducted and withheld amounts shall be treated for all purposes of this Note as having been paid to the person in respect of whom such deduction and withholding was made. The Company shall provide such non-U.S. Transferee with proof reasonably satisfactory to such non-U.S. Transferee of any taxes withheld and paid to any governmental authority on behalf of such non-U.S. Transferee. If a payment is payable (in whole or in part) in consideration other than cash to a non-U.S. Transferee pursuant to this Note, including upon a conversion pursuant to Section 5, and if the cash portion of any such payment is insufficient to satisfy all required tax withholding obligations, the Company shall retain an amount of the non-cash consideration otherwise payable or deliverable to such non-U.S. Transferee equal in value to the amount required to satisfy any applicable withholding taxes (as reasonably determined by the Company in good faith). On or prior to the date hereof, the Holder shall deliver to the Company two executed originals of IRS Form W-9 certifying that the Holder is not subject to U.S. federal backup withholding. As soon as reasonably practicable following any transfer by the Holder of the Note to a non-U.S. Transferee, such non-U.S. Transferee shall deliver to the Company (i) two executed originals of the applicable IRS Form W-8, and (ii) to the extent such non-U.S. Transferee is eligible for an exemption from or reduction of any otherwise applicable withholding tax, any other applicable documentation required or reasonably requested by the Company to establish that such non-U.S. Transferee is entitled to such exemption or reduction. Any non-U.S. Transferee and the Company shall use commercially reasonable efforts to establish any applicable exemption from or reduction of otherwise applicable withholding taxes with respect to payments made hereunder. If any payment hereunder to a non-U.S. Transferee is subject to Sections 1471-1474 of the U.S. Internal Revenue Code (“FATCA”), the applicable non-U.S. Transferee shall provide the Company with all documentation prescribed by applicable law or reasonably requested by the Company in order for the Company to comply with its obligations under, and determine the amount, if any, of withholding taxes imposed pursuant to FATCA.

[signature page follows]

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IN WITNESS WHEREOF, the Company and the Holder have entered into this Note as of the date hereinabove written.

ALEXZA PHARMACEUTICALS, INC.
By:	/s/ Thomas B. King
Name:	Thomas King
Title:	President and Chief Executive Officer
TEVA PHARMACEUTICALS USA, INC.
By:	/s/ Deborah A. Griffin
	Deborah A. Griffin
Title:	SVP & Chief Accounting Officer
By:	/s/ Michael G. McHugh
	Michael G. McHugh
Title:	Vice President, General Manager
	Teva Select Brands & Woman’s Health
	Teva Pharmaceutical USA, Inc.

SIGNATURE PAGE TO AMENDED AND RESTATED

CONVERTIBLE PROMISSORY NOTE AND AGREEMENT TO LEND

SCHEDULE I

Date of Advance, Payment, or Payment Offset	Amount of Advance, Payment, or Payment Offset		Aggregate Outstanding Advanced Amount
9/27/13	$	10,000,000	$	10,000,000
12/11/13	$	5,000,000	$	15,000,000
3/18/14	$	5,000,000	$	20,000,000
6/13/14	$	5,000,000	$	25,000,000

EX-31.1

Exhibit 31.1

CERTIFICATIONS

I, Thomas B. King, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Alexza Pharmaceuticals, Inc.:

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 6, 2015	/s/ Thomas B. King
	Thomas B. King
	President and Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATIONS

I, Mark K. Oki, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Alexza Pharmaceuticals, Inc.:

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 6, 2015	/s/ Mark K. Oki
	Mark K. Oki
	Senior Vice President, Finance, Chief Financial Officer and Secretary

EX-32.1

Exhibit 32.1

CERTIFICATION

Pursuant to the requirement set forth in Rule 13a-14(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. § 1350), Thomas B. King, President and Chief Executive Officer of Alexza Pharmaceuticals, Inc. (the “Company”), and Mark K. Oki, the Senior Vice President, Finance, Chief Financial Officer and Secretary, each hereby certifies that, to the best of his knowledge:

1. The Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2015, to which this Certification is attached as Exhibit 32.1 (the “Periodic Report”), fully complies with the requirements of Section 13(a) or Section 15(d) of the Exchange Act; and

2. The information contained in the Periodic Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

In Witness Whereof, the undersigned have set their hands hereto as of the 6th day of August 2015.

/s/ Thomas B. King	/s/ Mark K. Oki
Thomas B. King	Mark K. Oki
President and Chief Executive Officer	Senior Vice President, Finance, Chief Financial Officer and Secretary

This certification accompanies the Form 10-Q to which it relates, is not deemed filed with the Securities and Exchange Commission and is not to be incorporated by reference into any filing of Alexza Pharmaceuticals, Inc. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended (whether made before or after the date of the Form 10-Q), irrespective of any general incorporation language contained in such filing.

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Financing Obligations - Additional Information (Detail) - USD ($)	1 Months Ended	3 Months Ended				6 Months Ended		12 Months Ended
	Mar. 31, 2014	Jun. 30, 2014	Mar. 31, 2014	Dec. 31, 2013	Sep. 30, 2013	Jun. 30, 2015	Jun. 30, 2014	Dec. 31, 2014	May. 31, 2015	May. 31, 2013
Debt Instrument [Line Items]
Borrowing under loan agreement						$ 0	$ 50,830,000
Debt instrument, effective interest rate	12.25%		12.25%
Non-recourse notes issued	$ 45,000,000
Warrants to purchase common stock	345,661		345,661
Price of common stock per share	$ 0.01		$ 0.01
Warrant exercisable term	5 years
Interest reserve	$ 6,890,000		$ 6,890,000
Estimated life of the warrant						5 years
Expected volatility rate						87.00%
Risk-free interest rate						1.54%
Expected dividend yield						0.00%
Interest expense amortization period						5 years
Total value of warrants		$ 1,721,000				$ 0	1,721,000
Total fees and expenses						4,171,000
Financing from royalty securitization						$ 45,000,000
Royalty securitization financing legal maturity date						2027
Teva Pharmaceuticals USA, Inc. [Member]
Debt Instrument [Line Items]
Debt instrument payment terms						We may prepay, from time to time, up to one-half of the total amounts advanced plus the related interest outstanding at any time prior to the maturity date. At any time prior to five days before the maturity date, Teva will have the right to convert the then outstanding amounts into shares of our common stock at a conversion price of $4.4833 per share.
Debt instrument conversion price per share										$ 4.4833
Debt instrument interest rate										4.00%
Borrowing under loan agreement		5,000,000	$ 5,000,000	$ 5,000,000	$ 10,000,000			$ 25,000,000
Interest expense under right-to-borrow asset		$ 57,000					$ 2,160,000
Debt instrument amendment description						Included in the amendment is a cessation of interest accrual during the suspension of the Company’s obligation to manufacture ADASUVE product for Teva from the date of the amendment to July 1, 2017, or the Suspension Period, with reinstatement of interest accrual if Teva submits a purchase order after July 1, 2017 and before December 31, 2017. In addition, the maturity date of the Teva Note is extended from May 7, 2018 to a new maturity date which includes the addition of the number of days in the Suspension Period.
Debt instrument, effective interest rate	11.60%	6.60%	11.60%	10.20%	14.20%	5.20%	6.60%		9.70%
Debt instrument, basis effective interest rate						The effective interest rate of the Teva Note, based on its current book value and revised interest terms and estimated maturity date, was reduced from 9.7% prior to the amendment to 5.2% after the amendment.
Teva Pharmaceuticals USA, Inc. [Member] | Maximum [Member]
Debt Instrument [Line Items]
Aggregate term loan advances										$ 25,000,000
Increase in loan amount for reimbursement of manufacturing facility rent						$ 1,675,000
Teva Note [Member]
Debt Instrument [Line Items]
First quarterly interest payment						Jun. 15, 2014
Notes redemption description						The Notes have no other recourse to us. The Notes may not be redeemed at our option until after March 18, 2016, and may be redeemed after that date subject to the achievement of certain milestones and the payment of a redemption premium for any redemption occurring prior to March 19, 2019.

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Share-Based Compensation Plans - Summary of Option Activity under Company's Share-Based Compensation Plans (Detail) - Jun. 30, 2015 - $ / shares	Total	Total
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]
Outstanding at January 1, 2015, Number of Shares		1,978,273
Options granted, Number of Shares		243,500
Options exercised, Number of Shares	0	0
Options canceled, Number of Shares		(441,024)
Outstanding at June 30, 2015, Number of Shares	1,780,749	1,780,749
Outstanding at January 1, 2015, Weighted Average Exercise Price		$ 7.10
Options granted, Weighted Average Exercise Price		1.70
Options exercised, Weighted Average Exercise Price		0.00
Options canceled, Weighted Average Exercise Price		5.80
Outstanding at June 30, 2015, Weighted Average Exercise Price	$ 6.68	$ 6.68

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Need to Raise Additional Capital - Additional Information (Detail) - Jun. 30, 2015 - USD ($) $ in Millions	Total
Need To Raise Additional Capital Textual [Abstract]
Cash, cash equivalents, and marketable securities	$ 15.7
Working capital	$ 9.0
Operating and capital plans	Next twelve months

XML

Facility Leases - Additional Information (Detail) - 6 months ended Jun. 30, 2015 - Lease	Total
Leases [Abstract]
Expiry of lease of Building	Mar. 31, 2018
Operating leases maturity period	5 years
Number of lease renewal options	2

XML

Share-Based Compensation - Additional Information (Detail) - Jun. 30, 2015 - USD ($)	Total	Total
Restricted stock units [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Dividends will be paid prior to the vesting of the restricted stock unit		$ 0
Stock Purchase Rights [Member] | 2005 ESPP and the 2015 ESPP [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total unrecognized compensation expense	$ 11,000	11,000
Expenses expected to be recognized over a weighted average period	3 months 18 days
Restricted stock unit awards [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total unrecognized compensation expense	$ 150,000	150,000
Expenses expected to be recognized over a weighted average period	1 year 7 months 6 days
Stock options [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total unrecognized compensation expense related to unvested stock option awards	$ 1,616,000	$ 1,616,000
Expenses expected to be recognized over a weighted average period	2 years 4 months 24 days

XML

Share-Based Compensation Plans

6 Months Ended

Jun. 30, 2015

Equity [Abstract]

Share-Based Compensation Plans

5. Share-Based Compensation Plans

2015 Equity Incentive Plan

In April 2015, our Board of Directors approved the 2015 Equity Incentive Plan, or the 2015 Plan, and authorized for issuance thereunder (i) an additional 1,000,000 shares of common stock plus (ii) the number of shares available for issuance pursuant to the grant of future awards under our 2005 Equity Incentive Plan determined as of the effective date of the 2015 Plan; plus (iii) the number of shares underlying outstanding stock awards granted under our previous stock option plans prior to the effective date of the 2015 Plan that expire or terminate for any reason prior to exercise or settlement, are forfeited or repurchased because of the failure to meet a contingency or condition required to vest such shares, or are reacquired, withheld (or not issued) to satisfy a tax withholding obligation in connection with an award. The 2015 Plan became effective upon the approval of the plan by our stockholders on June 23, 2015. Due to the effectiveness of our 2015 Plan, no additional awards will be made under our previous stock option plans. All outstanding awards under our previous stock option plans will continue to be subject to the terms and conditions as set forth in the agreements evidencing such stock awards and the terms of the applicable plan. Stock options issued under the 2015 Plan generally vest over 4 years; vesting is generally based on service time, and have a maximum contractual term of 10 years.

2015 Non-Employee Directors’ Stock Option Plan

In April 2015, our Board of Directors adopted the 2015 Non-Employee Directors’ Stock Option Plan, or the 2015 Directors’ Plan, and authorized for issuance thereunder and (i) an additional 250,000 shares of common stock plus (ii) the number of shares available for issuance pursuant to the grant of future awards under our previous non-employee directors stock option plan determined as of the effective date of the 2015 Directors’ Plan; plus (iii) the number of shares underlying outstanding stock awards granted under the our previous non-employee directors stock option plan prior to the effective date of the 2015 Directors’ Plan that expire or terminate for any reason prior to exercise or settlement, are forfeited or repurchased because of the failure to meet a contingency or condition required to vest such shares, or are reacquired, withheld (or not issued) to satisfy a tax withholding obligation in connection with an award. The 2015 Directors’ Plan became effective upon the approval of the plan by our stockholders on June 23, 2015. Due to the effectiveness of our 2015 Directors’ Plan, no additional awards will be made under our previous non-employee directors’ stock option plan. The 2015 Directors’ Plan provides for the automatic grant of nonstatutory stock options to purchase shares of common stock to the Company’s non-employee directors, which vest over four years and have a term of 10 years.

The following table sets forth the summary of option activity under our share-based compensation plans (the 2015 Plan, the 2005 Equity Incentive Plan, the 2015 Directors’ Plan and the 2005 Non-Employee Directors’ Stock Option Plan) for the six months ended June 30, 2015:

	Outstanding Options
	Number of Shares			Weighted Average Exercise Price
Outstanding at January 1, 2015		1,978,273		$	7.10
Options granted		243,500			1.70
Options exercised		—			—
Options canceled		(441,024	)		5.80
Outstanding at June 30, 2015		1,780,749			6.68

There were no options exercised during the three and six months ended June 30, 2015. The intrinsic value of options exercised during the three and six months ended June 30, 2014 was $16,000 and $21,000, respectively.

The following table sets forth the summary of restricted stock units, or RSUs, activity under our share-based compensation plans for the six months ended June 30, 2015:

	Number Of Shares			Weighted Average Grant-Date Fair Value
Outstanding at January 1, 2015		81,050		$	4.67
Granted		—			—
Released		(21,875	)		4.67
Forfeited		(4,425	)		4.67
Outstanding at June 30, 2015		54,750		$	4.67

On January 1, 2015 and 2014 an additional 100,000 shares were authorized for issuance under the evergreen provisions of our 2005 Equity Incentive Plan. On January 1, 2015 and 2014, an additional 75,000 shares and 58,751 shares, respectively, were authorized for issuance under the evergreen provisions of the 2005 Non-Employee Directors’ Stock Option Plan.

As of June 30, 2015, 3,030,909 and 400,000 shares remained available for issuance under the 2005 Plan and the Directors’ Plan, respectively.

Employee Stock Purchase Plan

In April 2015, our Board of Directors adopted the 2015 Employee Stock Purchase Plan, or 2015 ESPP, and authorized for issuance thereunder (i) an additional 500,000 shares of our common stock plus (ii) the number of shares that remain available for issuance under our previous employee stock purchase plan after all outstanding purchase rights under our previous employee stock purchase plan are exercised. The 2015 ESPP allows eligible employee participants to purchase shares of our common stock at a discount through payroll deductions. The terms of any offering period under the 2015 ESPP will be determined by the Board. Purchases are generally made on the last trading day of each October and April. Employees may purchase shares at each purchase date at 85% of the market value of our common stock at either the beginning of the offering period or the end of the purchase period, whichever price is lower. Our 2005 Employee Stock Purchase Plan, or 2005 ESPP, will remain in effect until the conclusion of our current offering in October 2015.

Pursuant to the 2005 ESPP, an additional 75,000 shares were reserved for issuance on January 1, 2015 and 2014, respectively. We issued 18,157 shares at a weighted average price of $1.70 under the 2005 ESPP during the three and six months ended June 30, 2015 and 37,096 shares at a weighted average price of $3.63 under the 2005 ESPP during the three and six months ended June 30, 2014. At June 30, 2015, 136,249 shares were available for issuance under the 2005 ESPP. Any shares not purchased by our employees in the current offering under the 2005 ESPP will be added to the available reserve of 500,000 shares for the 2015 ESPP upon its effectiveness.

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License Agreements - Additional Information (Detail) - USD ($)				1 Months Ended					3 Months Ended		6 Months Ended		12 Months Ended
	Oct. 31, 2014	Mar. 31, 2012	Oct. 05, 2011	Jan. 31, 2015	Oct. 31, 2014	Jan. 31, 2014	May. 31, 2013	Mar. 31, 2012	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014	Dec. 31, 2014
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items]
License agreement, amendment description											The Teva Amendment provides for, among other matters: (i) suspension of our obligation to manufacture ADASUVE product during the Suspension Period, with reinstatement if Teva submits a purchase order after July 1, 2017 and before December 31, 2017; (ii) a right for Teva to manufacture ADASUVE product itself; (iii) provides for Teva to reasonably consent to our assignment of the manufacturing rights under the Teva Agreement to a third party; (iv) suspends certain commercialization obligations of Teva during the Suspension Period; (v) provides us the right to increase the loan amount under the Teva Note for reimbursement of the Company’s manufacturing facility rent through the Suspension Period, up to a maximum of $1,675,000; (vi) provides for consent by Teva, under certain conditions, to the sale of all of our ADASUVE manufacturing facility assets and any assignment of manufacturing rights and obligations by us to a third party; and (vii) if we have assigned, sublicensed, subcontracted, delegated or otherwise transferred our manufacturing rights to a third party, further provides for a right of first offer to Teva with respect to the sale of our ADASUVE manufacturing facility assets.
License amendment agreement date											2015-06
Maximum [Member]
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items]
Increase in loan amount for reimbursement of facility rent											$ 1,675,000
Grupo Ferrer Internacional, S.A. [Member]
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items]
Upfront cash received under collaborative arrangement			$ 10,000,000
Eligible receipt of additional milestone payments			51,000,000								$ 40,000,000
License agreement contractual terms											Until the later of the last to expire patent covering ADASUVE in such country or 12 years after first commercial sale.
License agreement term period											12 years
Aggregate purchase price					2,000,000			241,936
Purchase of common stock, value					$ 8,000,000			$ 3,000,000
Common stock price, per share	$ 4.00	$ 12.40			$ 4.00			$ 12.40
Estimated performance period of agreement											4 years
Revenue under agreement									$ 630,000	$ 364,000	$ 1,242,000	$ 1,093,000
Deferred revenue									$ 4,272,000		4,272,000
Upfront cash received under collaborative arrangement						$ 1,000,000
Grupo Ferrer Internacional, S.A. [Member] | Symphony Allegro [Member]
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items]
Payment related to common stock				$ 865,000
Grupo Ferrer Internacional, S.A. [Member] | Private Placement [Member]
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items]
Premium on the fair value from sale of stock, classified as deferred revenue	$ 2,400,000	$ 1,452,000
Grupo Ferrer Internacional, S.A. [Member] | Allegro stockholders [Member]
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items]
Payments to former stockholders under collaborative arrangement			$ 5,000,000			$ 250,000
Teva Pharmaceuticals USA, Inc. [Member]
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items]
Upfront cash received under collaborative arrangement							$ 40,000,000
Eligible receipt of additional milestone payments							195,000,000
Sale of notes backed by royalty and milestone payments											$ 45,000,000
Guarantee of notes											The notes have no recourse to us, other than to our equity interest in our wholly-owned subsidiary, and we did not guarantee the notes.
Aggregate term loan advances													$ 25,000,000
Number of years from effective date to receive note advances													2 years
Eligible receipt of additional payments											$ 195,000,000
Teva Pharmaceuticals USA, Inc. [Member] | Allegro stockholders [Member]
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items]
Payments to former stockholders under collaborative arrangement							$ 10,000,000

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Fair Value Accounting - Schedule of Cash Equivalents and Marketable Securities (Detail) - USD ($) $ in Thousands	Jun. 30, 2015	Dec. 31, 2014
Cash and Cash Equivalents [Line Items]
Amortized Cost	$ 3,503	$ 19,577
Fair Value	3,503	19,574	[1]
Unrealized Gain/(Loss)	0	(3)
Less amounts classified as restricted cash, Amortized Cost		(2,757)
Less amounts classified as restricted cash, Fair Value		(2,757)
Less amounts classified as cash equivalents, Amortized Cost	(11,416)	(14,960)
Less amounts classified as cash equivalents, Fair Value	(11,416)	(14,960)
Less amounts classified as cash equivalents, Unrealized Gain/(Loss)	0	0
Money market funds [Member]
Cash and Cash Equivalents [Line Items]
Amortized Cost	10,916	12,674
Fair Value	10,916	12,674
Unrealized Gain/(Loss)	0	0
Less amounts classified as cash equivalents, Fair Value	(10,916)	(12,674)
Corporate debt securities [Member]
Cash and Cash Equivalents [Line Items]
Amortized Cost	4,003	24,620
Fair Value	4,003	24,617
Unrealized Gain/(Loss)	0	(3)
Less amounts classified as cash equivalents, Fair Value	(4,003)	(24,617)
Total [Member]
Cash and Cash Equivalents [Line Items]
Amortized Cost	14,919	37,294
Fair Value	14,919	37,291
Unrealized Gain/(Loss)	$ 0	$ (3)

[1] (1) The condensed consolidated balance sheet at December 31, 2014 has been derived from audited consolidated financial statements at that date.

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Fair Value Accounting - Financial Assets by Major Security Type and Liability Measured at Fair Value on Recurring Basis (Detail) - USD ($) $ in Thousands	Jun. 30, 2015	Dec. 31, 2014
Assets
Cash and cash equivalents, fair value disclosure	$ 11,416	$ 14,960
Total assets	14,919	37,291
Liabilities
Contingent consideration liability	15,900	30,800
Total liabilities	15,900	30,800
Money market funds [Member]
Assets
Cash and cash equivalents, fair value disclosure	10,916	12,674
Corporate debt securities [Member]
Assets
Cash and cash equivalents, fair value disclosure	4,003	24,617
Level 1 [Member]
Assets
Total assets	10,916	12,674
Liabilities
Contingent consideration liability	0	0
Total liabilities	0	0
Level 1 [Member] | Money market funds [Member]
Assets
Cash and cash equivalents, fair value disclosure	10,916	12,674
Level 1 [Member] | Corporate debt securities [Member]
Assets
Cash and cash equivalents, fair value disclosure	0	0
Level 2 [Member]
Assets
Total assets	4,003	24,617
Liabilities
Contingent consideration liability	0	0
Total liabilities	0	0
Level 2 [Member] | Money market funds [Member]
Assets
Cash and cash equivalents, fair value disclosure	0	0
Level 2 [Member] | Corporate debt securities [Member]
Assets
Cash and cash equivalents, fair value disclosure	4,003	24,617
Level 3 [Member]
Assets
Total assets	0	0
Liabilities
Contingent consideration liability	15,900	30,800
Total liabilities	15,900	30,800
Level 3 [Member] | Money market funds [Member]
Assets
Cash and cash equivalents, fair value disclosure	0	0
Level 3 [Member] | Corporate debt securities [Member]
Assets
Cash and cash equivalents, fair value disclosure	$ 0	$ 0

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Autoliv Manufacturing and Supply Agreement - Additional Information (Detail) - Jun. 30, 2015 - Autoliv ASP, Inc. [Member] - USD ($)	Total
Debt Instrument [Line Items]
Agreement termination year	2018
Additional manufacturing cell cost	$ 2,400,000
Additional cost of goods sold recorded	1,381,000
Equipment carrying value	0
Equipment fair value	$ 0

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Fair Value Accounting - Additional Information (Detail) - USD ($)	3 Months Ended				6 Months Ended
	Jun. 30, 2015	Dec. 31, 2014	Jun. 30, 2014	Mar. 31, 2014	Jun. 30, 2015	Jun. 30, 2014
Fair Value Disclosures [Abstract]
Sales of marketable securities	$ 0		$ 0		$ 0	$ 0
Cash flow discount rate		20.00%		16.50%
Increase / decrease in contingent consideration liability and non-operating, non-cash gain (loss)	$ (801,000)		$ 7,599,000		$ 14,032,000	$ 6,449,000
Increase (decrease) in net gain (loss) per share	$ (0.04)		$ 0.44		$ 0.71	$ 0.37
Estimated fair value of financing obligations	$ 46,328,000	$ 52,075,000			$ 46,328,000
Book values of financing obligations	$ 64,530,000	$ 63,767,000			$ 64,530,000

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Fair Value Accounting - Fair Value Measurement of Contingent Consideration Liability (Detail) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014
Fair Value Disclosures [Abstract]
Beginning balance	$ 15,100	$ 40,100	$ 30,800	$ 39,200
Payments made	(1)	(1)	(868)	(251)
Adjustments to fair value measurement	801	(7,599)	(14,032)	(6,449)
Ending balance	$ 15,900	$ 32,500	$ 15,900	$ 32,500

XML

Fair Value Accounting

6 Months Ended

Jun. 30, 2015

Fair Value Disclosures [Abstract]

Fair Value Accounting

4. Fair Value Accounting

Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. Three levels of inputs, of which the first two are considered observable and the last unobservable, may be used to measure fair value. The three levels are:

• Level 1 — Quoted prices in active markets for identical assets or liabilities.

• Level 2 — Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

• Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

The following table represents the fair value hierarchy for our financial assets (cash equivalents, marketable securities and restricted cash) by major security type and contingent consideration liability measured at fair value on a recurring basis as of June 30, 2015 and December 31, 2014 (in thousands):

June 30, 2015	Level 1		Level 2		Level 3		Total
Assets
Money market funds	$	10,916	$	—	$	—	$	10,916
Corporate debt securities		—		4,003		—		4,003
Total assets	$	10,916	$	4,003	$	—	$	14,919
Liabilities
Contingent consideration liability	$	—	$	—	$	15,900	$	15,900
Total liabilities	$	—	$	—	$	15,900	$	15,900

December 31, 2014	Level 1		Level 2		Level 3		Total
Assets
Money market funds	$	12,674	$	—	$	—	$	12,674
Corporate debt securities		—		24,617		—		24,617
Total assets	$	12,674	$	24,617	$	—	$	37,291
Liabilities
Contingent consideration liability	$	—	$	—	$	30,800	$	30,800
Total liabilities	$	—	$	—	$	30,800	$	30,800

Cash equivalents and marketable securities

The amortized cost, fair value and unrealized gain/(loss) for our financial assets by major security type as of June 30, 2015 and December 31, 2014 are as follows (in thousands):

June 30, 2015	Amortized Cost			Fair Value			Unrealized Gain/(Loss)
Money market funds	$	10,916		$	10,916		$	—
Corporate debt securities		4,003			4,003			—
Total		14,919			14,919			—
Less amounts classified as cash equivalents		(11,416	)		(11,416	)		—
Total marketable securities	$	3,503		$	3,503		$	—

December 31, 2014	Amortized Cost			Fair Value			Unrealized Gain/(Loss)
Money market funds	$	12,674		$	12,674		$	—
Corporate debt securities		24,620			24,617			(3	)
Total		37,294			37,291			(3	)
Less amounts classified as restricted cash		(2,757	)		(2,757	)		—
Less amounts classified as cash equivalents		(14,960	)		(14,960	)		—
Total marketable securities	$	19,577		$	19,574		$	(3	)

We had no sales of marketable securities during the three or six months ended June 30, 2015 or 2014.

Contingent Consideration Liability

In connection with the exercise of our option to purchase all of the outstanding equity of Symphony Allegro, Inc., or Allegro, in 2009, we are obligated to make contingent cash payments to the former Allegro stockholders related to certain payments received by us from future collaboration agreements pertaining to ADASUVE/AZ-104 (Staccato loxapine) or AZ-002 (Staccato alprazolam). In order to estimate the fair value of the liability associated with the contingent cash payments, we prepared several cash flow scenarios for ADASUVE, AZ-104 and AZ-002, which are subject to the contingent payment obligation. Each potential cash flow scenario consisted of assumptions of the range of estimated milestone and license payments potentially receivable from such collaborations and assumed royalties received from future product sales. Based on these estimates, we computed the estimated payments to be made to the former Allegro stockholders. Payments were assumed to terminate in accordance with current agreement terms or, if no agreements exist, upon the expiration of the related patents.

The projected cash flow assumptions for ADASUVE in the United States are based on the License and Supply Agreement, or the Teva Agreement, between us and Teva (see Note 10) and on internally and externally developed product sales forecasts. The timing and extent of the projected cash flows for ADASUVE for Europe, Latin America and the Commonwealth of Independent States countries, or the Ferrer Territories, are based on the Collaboration, License and Supply Agreement, or Ferrer Agreement, between us and Ferrer (see Note 10). The timing and extent of the projected cash flows for the remaining territories for ADASUVE and worldwide territories for AZ-002 and AZ-104 were based on internal estimates for potential milestones and multiple product royalty scenarios and are also consistent in structure to the most recently negotiated collaboration agreements.

We then assigned a probability to each of the cash flow scenarios based on several factors, including: the product candidate’s stage of development, preclinical and clinical results, technological risk related to the successful development of the different drug candidates, estimated market size, market risk and potential collaboration interest to determine a risk adjusted weighted average cash flow based on all of these scenarios. For the three months ended March 31, 2014, these probability and risk adjusted weighted average cash flows were then discounted utilizing our estimated weighted average cost of capital, or WACC, of 16.5%. In the fourth quarter of 2014, we adjusted our WACC to 20%. Our WACC considered our cash position, competition, risk of substitute products, and risk associated with the financing of the development projects.

The fair value measurement of the contingent consideration liability is based on significant inputs not observed in the market and thus represents a Level 3 measurement. Level 3 measurements are valued based on unobservable inputs that are supported by little or no market activity and reflect our assumptions in measuring fair value.

We record any changes in the fair value of the contingent consideration liability in earnings in the period of the change. Certain events including, but not limited to, the projected timing and terms of any collaboration agreement, clinical trial results, approval or non-approval of any future regulatory submissions and the commercial success of ADASUVE, AZ-104 or AZ-002 could have a material impact on the fair value of the contingent consideration liability, and as a result, our results of operations and financial position for the impacted period.

During the six months ended June 30, 2015, we updated the discounted cash flow model to reflect adjusted ADASUVE sales projections and the projected timing of the receipt of certain milestone payments. As part of this process, we received updated projections from our collaborators in late March 2015 that indicated sales of ADASUVE would be lower in 2015 and 2016 than had been anticipated in the various projections and scenarios used to estimate the contingent consideration liability in previous periods. As a result of these lower projected sales and the decision to suspend our commercial production operations, we reevaluated the rate at which we believe sales will increase, the amount of peak sales, the period of time it will take to reach peak sales, the number of years at which peak sales would be achieved, and the related impact on the amount and timing of related royalties and milestones to be received. This evaluation resulted in a decrease to projected sales and the related milestones and royalties under the high, medium, and low sales scenarios and a heavier weighting to the lower sales scenario. During the three and six months ended June 30, 2015, we updated the discounted cash flow model to reflect the removal of certain milestone payments as a result of the June 2015 amendment to the Ferrer Agreement, the passage of one quarter, and the timing and amount of certain milestones. These items resulted in a decrease to the contingent consideration liability and a corresponding non-operating, non-cash gain of $14,032,000 or $0.71 per share, for the six months ended June 30, 2015, respectively and an increase to the contingent consideration liability and a corresponding non-operating, non-cash loss of $801,000 or $0.04 per share, for the three months ended June 30, 2015, respectively.

During the three and six months ended June 30, 2014, we modified the assumptions associated with the amount and timing of milestones and royalties projected for ADASUVE and AZ-002, the probability that AZ-002 would be licensed or sold by us, and the effects of the passage of three and six months on the present value computation. These items resulted in a decrease to the contingent consideration liability and a corresponding non-operating, non-cash gain of $7,599,000 and $6,449,000 or $0.44 and $0.37 per share, for the three and six months ended June 30, 2014, respectively.

The following table represents a reconciliation of the change in the fair value measurement of the contingent consideration liability for the three months ended June 30, 2015 and 2014 (in thousands):

	Three Months Ended June 30,						Six Months Ended June 30,
	2015			2014			2015			2014
Beginning balance	$	15,100		$	40,100		$	30,800		$	39,200
Payments made		(1	)		(1	)		(868	)		(251	)
Adjustments to fair value measurement		801			(7,599	)		(14,032	)		(6,449	)
Ending balance	$	15,900		$	32,500		$	15,900		$	32,500

Financing Obligations

We estimated the fair value of our financing obligations (see Note 8) using the net present value of the payments discounted at an interest rate that is consistent with our estimated current borrowing rate for similar long-term debt. We believe the estimates used to measure the fair value of the financing obligations constitute Level 3 inputs.

At June 30, 2015 and December 31, 2014, the estimated fair value of our financing obligations was $46,328,000 and $52,075,000, respectively and had book values of $64,530,000 and $63,767,000, respectively. Our payment commitments associated with these debt instruments may vary with changes in interest rates and are comprised of interest payments and principal payments. The fair value of our debt will fluctuate with movements of interest rates, increasing in periods of declining rates of interest, and declining in periods of increasing rates of interest.

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Share-Based Compensation Plans - Additional Information (Detail) - USD ($)			1 Months Ended	3 Months Ended		6 Months Ended
	Jan. 01, 2015	Jan. 01, 2014	Apr. 30, 2015	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Intrinsic value of options exercised					$ 16,000		$ 21,000
Options exercised				0		0
2005 Equity Incentive Plan [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Authorized shares of common stock for issuance, Number of Shares	100,000	100,000
Shares available for issuance				3,030,909		3,030,909
2005 Non-Employee Director's Stock Option Plan [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Authorized shares of common stock for issuance, Number of Shares	75,000	58,751
Shares available for issuance				400,000		400,000
2015 Equity Incentive Plan [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Authorized shares of common stock for issuance, Number of Shares			1,000,000
Effective date of plan			Jun. 23, 2015
Vesting period for stock options and restricted stock units			4 years
Maximum contractual term for issuing new grants stock options and restricted stock units			10 years
2015 Non Employee Directors' Stock Option Plan [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Authorized shares of common stock for issuance, Number of Shares			250,000
Vesting period for stock options and restricted stock units			4 years
Maximum contractual term for issuing new grants stock options and restricted stock units			10 years
2005 Employee Stock Purchase Plan [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares available for issuance					37,096		37,096
Shares issued under ESPP	75,000	75,000
Weighted average price					$ 3.63		$ 3.63
2015 Employee Stock Purchase Plan [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Authorized shares of common stock for issuance, Number of Shares			500,000
Shares available for issuance				18,157		18,157
Employees purchase common stock on their enrollment date			85.00%
Weighted average price				$ 1.70		$ 1.70
Shares available for issuance under the ESPP				136,249		136,249

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Financing Obligations - Schedule of Effective Interest Rate Drawdown after Taking into Consideration Beneficial Ownership Features and Right to Borrow Asset Discount (Detail) - USD ($)	3 Months Ended				6 Months Ended		12 Months Ended
	Jun. 30, 2014	Mar. 31, 2014	Dec. 31, 2013	Sep. 30, 2013	Jun. 30, 2015	Jun. 30, 2014	Dec. 31, 2014	May. 31, 2015
Debt Instrument [Line Items]
Draw Amount					$ 0	$ 50,830,000
Beneficial Conversion Feature	$ 1,032,000				$ 0	1,032,000
Debt instrument, effective interest rate		12.25%
Teva Pharmaceuticals USA, Inc. [Member]
Debt Instrument [Line Items]
Draw Amount	5,000,000	$ 5,000,000	$ 5,000,000	$ 10,000,000			$ 25,000,000
Beneficial Conversion Feature	148,000	883,000	657,000	2,455,000		148,000
Reclassified Unamortized Right-to-Borrow	$ 252,000	$ 318,000	$ 393,000	$ 900,000		$ 252,000
Debt instrument, effective interest rate	6.60%	11.60%	10.20%	14.20%	5.20%	6.60%		9.70%

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Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Jun. 30, 2015	Dec. 31, 2014	[1]
Current assets:
Cash and cash equivalents	$ 12,193	$ 15,200
Marketable securities	3,503	19,574
Receivables	303	173
Inventory	1,407	3,729
Prepaid expenses and other current assets	1,565	3,109
Total current assets	18,971	41,785
Property and equipment, net	11,014	13,953
Restricted cash	0	2,757
Other assets	2,648	3,065
Total assets	32,633	61,560
Current liabilities:
Accounts payable	2,618	1,799
Accrued clinical trial expenses	689	875
Other accrued expenses	2,831	4,693
Current portion of contingent consideration liability	900	1,700
Current portion of deferred revenue	2,970	2,450
Total current liabilities	10,008	11,517
Deferred rent	4,106	4,781
Noncurrent portion of contingent consideration liability	15,000	29,100
Noncurrent portion of deferred revenues	1,424	3,063
Noncurrent portion of financing obligations	64,530	63,767
Other noncurrent liabilities	1,475	985
Stockholders' deficit:
Preferred stock	0	0
Common stock	2	2
Additional paid-in-capital	359,902	359,308
Accumulated other comprehensive loss	0	(3)
Accumulated deficit	(423,814)	(410,960)
Total stockholders' deficit	(63,910)	(51,653)
Total liabilities and stockholders' deficit	$ 32,633	$ 61,560

[1] (1) The condensed consolidated balance sheet at December 31, 2014 has been derived from audited consolidated financial statements at that date.

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Restructuring - Additional Information (Detail) - Jun. 30, 2015	USD ($) NonExecutiveOfficers	USD ($) NonExecutiveOfficers Employees
Restructuring Cost and Reserve [Line Items]
Additional cost of goods sold related to inventory		$ 1,229,000
Prepayments to supplier for lower housing assembly	$ 1,024,000	$ 1,024,000
Severance payment description		Each affected employee will receive (i) severance payments equal to three months of salary plus an additional amount equal to one week of salary for each year of Alexza service in excess of five years; and (ii) three months of paid medical insurance premiums and outplacement services, or in total, the Severance Package.
Number of non-executive officers | NonExecutiveOfficers	2	2
Employee Severance [Member]
Restructuring Cost and Reserve [Line Items]
Aggregate cost of severance package	$ 203,000	$ 203,000
Number of employees eliminated | Employees		6
Number of employees planned to be eliminated | Employees		22
Severance package cost	248,000	$ 738,000
Employee Severance [Member] | If Employees Position Is Not Eliminated [Member]
Restructuring Cost and Reserve [Line Items]
Severance package cost	$ 384,000	$ 1,417,000

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Need to Raise Additional Capital

6 Months Ended

Jun. 30, 2015

Text Block [Abstract]

Need to Raise Additional Capital

2. Need to Raise Additional Capital

We have incurred significant losses from operations since inception and expect losses to continue for the foreseeable future. As of June 30, 2015, we had cash, cash equivalents, and marketable securities of $15.7 million and working capital of $9.0 million. Our operating and capital plans call for cash expenditures to exceed these amounts over the next twelve months. We plan to raise additional capital to fund our operations and to develop our product candidates. We plan to finance our operations through partnership or licensing collaborations, the sale of equity securities or debt arrangements. Such funding may not be available or may be on terms that are not favorable to us. Our inability to raise capital as and when needed could have a negative impact on our financial condition and our ability to continue as a going concern. If we become unable to continue as a going concern, we may have to liquidate our assets, and might realize significantly less than the values at which they are carried on our financial statements, and stockholders may lose all or part of their investment in our common stock. Based on our available cash resources and our expected cash usage, we estimate that we have sufficient capital resources to meet our anticipated cash needs into the fourth quarter of 2015. Also, as discussed in Note 12, we have changed our commercial manufacturing strategy and plan to complete any required ADASUVE production under our license and supply agreements with our collaborators, Grupo Ferrer Internacional, S.A., or Ferrer, and Teva Pharmaceuticals USA, Inc., or Teva in August 2015 and then suspend commercial manufacturing at that point in time.

The accompanying financial statements have been prepared assuming we will continue to operate as a going concern, which contemplates the realization of assets and the settlement of liabilities in the normal course of business. The consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts of liabilities that may result from uncertainty related to our ability to continue as a going concern.

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Share-Based Compensation - Weighted Average Fair Value of Employee Stock Options Granted (Detail) - $ / shares	3 Months Ended		6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock options	$ 1.09	$ 2.95	$ 1.14	$ 3.20
Stock Purchase Rights [Member] | 2005 ESPP and the 2015 ESPP [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Restricted stock units or Stock purchase rights	$ 0.00	$ 1.48	$ 0.00	$ 1.48

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Net Loss per Share (Tables)

6 Months Ended

Jun. 30, 2015

Earnings Per Share [Abstract]

Anti-Dilutive Securities Excluded from Net Loss per Share

The following items were excluded in the net loss per share calculation for the three and six months ended June 30, 2015 and 2014 because the inclusion of such items would have had an anti-dilutive effect:

	Three Months Ended June 30,				Six Months Ended June 30,
	2015		2014		2015		2014
Stock options		1,814,501		2,584,615		1,869,091		2,430,244
Restricted stock units		66,438		435,388		71,308		463,942
Warrants to purchase common stock		5,900,124		6,807,727		5,906,397		6,692,507
Convertible debt		5,643,806		4,951,459		5,556,658		4,416,222

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Share-Based Compensation - Estimated Grant Date Fair Values of Stock Options with Weighted Average Assumptions (Detail)	3 Months Ended		6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014
Stock options [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected term	5 years	5 years	5 years	5 years
Expected volatility	86.00%	82.00%	85.00%	84.00%
Risk-free interest rate	1.51%	1.65%	1.48%	1.61%
Dividend yield	0.00%	0.00%	0.00%	0.00%
2005 ESPP and the 2015 ESPP [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected term	6 months	6 months	6 months	6 months
Expected volatility	80.00%	61.00%	80.00%	61.00%
Risk-free interest rate	0.09%	0.67%	0.09%	0.67%
Dividend yield	0.00%	0.00%	0.00%	0.00%

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The Company and Basis of Presentation - Additional Information (Detail) - 6 months ended Jun. 30, 2015 - Segment	Total
Equity [Abstract]
Business incorporation, state country name	State of Delaware
Business incorporation, date	Dec. 19, 2000
Number of business segment	1

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Summary of Significant Accounting Policies

6 Months Ended

Jun. 30, 2015

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

3. Summary of Significant Accounting Policies

Revenue Recognition

We recognize revenue when (i) persuasive evidence of an arrangement exists; (ii) delivery has occurred or services have been rendered; (iii) the fee is fixed or determinable; and (iv) collectability is reasonably assured.

For collaboration agreements, revenues for non-refundable upfront license fee payments, where we continue to have performance obligations, are recognized as performance occurs and obligations are completed. Revenues for non-refundable upfront license fee payments where we do not have significant future performance obligations are recognized when the agreement is signed and the payments are due.

For multiple element arrangements, such as collaboration agreements in which a collaborator may purchase several deliverables, we account for each deliverable as a separate unit of accounting if both of the following criteria are met: (i) the delivered item or items have value to the customer on a standalone basis; and (ii) for an arrangement that includes a general right of return relative to the delivered item(s), delivery or performance of the undelivered item(s) is considered probable and substantially in our control. We evaluate how the consideration should be allocated among the units of accounting and allocate revenue to each non-contingent element based upon the relative selling price of each element. We determine the relative selling price for each deliverable using (i) vendor-specific objective evidence, or VSOE, of selling price if it exists; (ii) third-party evidence, or TPE, of selling price if it exists; or (iii) our best estimated selling price for that deliverable if neither VSOE nor TPE of selling price exists for that deliverable. We then recognize the revenue allocated to each element when the four basic revenue criteria described above are met for each element.

For milestone payments received in connection with our collaboration agreements, we have elected to adopt the milestone method of accounting under Financial Accounting Standards Board Accounting Standards Codification 605-28, Milestone Method. Under the milestone method, revenues for payments which meet the definition of a milestone will be recognized as the respective milestones are achieved.

We recognize product revenue as follows:

• Persuasive Evidence of an Arrangement. We currently sell product through license and supply agreements with our collaborators, Ferrer and Teva. Persuasive evidence of an arrangement is generally determined by the receipt of an approved purchase order from the collaborator in connection with the terms of the related license and supply agreements.

• Delivery. Typically, ownership of the product passes to the collaborator upon shipment. Our current license and supply agreements also provide our collaborators with an acceptance period during which they may reject any product which does not conform to agreed-upon specifications. Because ADASUVE is a new product, a new technology and our first product to be commercialized, and because we do not have a history of producing product to collaborator specifications, we will not consider delivery to have occurred until after the collaborator acceptance period has ended or the collaborator has positively accepted the product. Once we have demonstrated over the course of time an ability to reliably produce the product to collaborator specifications, we will consider delivery to have occurred upon shipment in the absence of any other relevant shipment or acceptance terms.

• Sales Price Fixed or Determinable. Sales prices for product shipments are determined by the license and supply agreements and documented in the purchase orders. After the collaborator acceptance period has ended or the collaborator has positively accepted the product, our collaborators do not have any product return or replacement rights, including for expired products.

• Collectability. Payment for the product is contractually obligated under the license and supply agreements. We will monitor payment histories for our collaborators and specific issues as they arise to determine whether collection is probable for a specific transaction and defer revenue as necessary.

Royalty revenue from our collaboration agreements will be recognized as we receive information from our collaborators regarding product sales and collectability is reasonably assured.

Significant management judgment is used in the determination of revenue to be recognized and the period in which it is recognized.

Inventory

Inventory is stated at standard cost, which approximates actual cost, determined on a first-in first-out basis, not in excess of market value. Inventory includes the direct costs incurred to manufacture products combined with allocated manufacturing overhead, which consists of indirect costs, including labor and facility overhead. We are in the early stages of commercialization and have incurred significantly higher than normal indirect costs in the production of our inventory due to start-up manufacturing costs and low production volumes. The carrying cost of inventory is reduced so as to not be in excess of the market value of the inventory as determined by the contractual transfer prices to Ferrer and Teva. The excess over the market value is expensed to cost of goods sold. If information becomes available that suggests that all or certain of the inventory may not be realizable, we may be required to expense a portion, or all, of the capitalized inventory into cost of goods sold. Inventory, which is stated at the lower of cost or estimated market value, consists of the following at June 30, 2015 and December 31, 2014 (in thousands):

	June 30, 2015		December 31, 2014
Raw materials	$	1,025	$	3,677
Work in process		79		—
Finished goods		303		52
Total inventory	$	1,407	$	3,729

As a result of Teva and Ferrer ADASUVE orders, we anticipate producing ADASUVE until the end of August 2015. Once these orders are produced, released and shipped, we plan to suspend ADASUVE commercial production operations. We plan to resume ADASUVE commercial production as additional commercial product is required by Teva, Ferrer or any future collaborators. We may also consider contracting with third party-manufacturers for ADASUVE if deemed more efficient, including third-party manufacturers with multi-product facilities. During the six months ended June 30, 2015, we recorded additional cost of goods sold related to $1,229,000 of inventory with fixed expiration dates and $1,024,000 of prepayments made to the supplier of our lower housing assembly all of which are in excess of our expected production needs prior to the planned suspension of commercial production operations.

Contingencies

From time to time, we are involved in lawsuits, arbitrations, claims, investigations and proceedings that arise in the ordinary course of business. We make provisions for liabilities when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. No such provisions have been made for the periods presented herein. Litigation and related matters are inherently unpredictable. If any unfavorable ruling were to occur in any specific period, there exists the possibility of a material adverse impact on the results of operations of that period or on our cash flows and liquidity.

New Accounting Pronouncements

In August 2014, the Financial Accounting Standards Board issued Accounting Standards Update (“ASU”) No. 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (“ASU 2014-15”). ASU 2014-15 requires management to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern and to provide related footnote disclosures. In doing so, companies will have reduced diversity in the timing and content of footnote disclosures than under the current guidance. ASU 2014-15 is effective for us in the first quarter of 2016 with early adoption permitted. We do not believe the impact of adopting ASU 2014-15 will have a material effect on our results of operations or financial position.

In May 2014 the Financial Accounting Standards Board, or FASB, issued the Accounting Standards Update, or ASU, No. 2014-09, Revenue from Contracts with Customers (Topic 606), that will supersede nearly all existing revenue recognition guidance under US GAAP. The core principle of the guidance is that an entity should recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. The standard will be effective for public entities for annual and interim periods beginning after December 15, 2016. Entities can choose to apply the standard using either the full retrospective approach or a modified retrospective approach. Entities electing the full retrospective adoption will apply the standard to each period presented in the financial statements. This means that entities will have to apply the new guidance as if it had been in effect since the inception of all its contracts with customers presented in the financial statements. Entities that elect the modified retrospective approach will apply the guidance retrospectively only to the most current period presented in the financial statements. This means that entities will have to recognize the cumulative effect of initially applying the new standard as an adjustment to the opening balance of retained earnings at the date of initial application. The new revenue standard will be applied to contracts that are in progress at the date of initial application.

In April 2015, the Financial Accounting Standards Board tentatively decided to defer the effective date of the standard for one year to annual periods beginning after December 15, 2017, with early adoption permitted for annual periods beginning after December 15, 2016. We are evaluating the requirements of this guidance and have not yet determined the impact of its adoption on our consolidated financial position, results of operations and cash flows.

In May 2015, the Financial Accounting Standards Board, or FASB, issued a proposed Accounting Standards Update, or ASU, that would amend the Board’s May 2014 issued ASUNo. 2014-09, Revenue from Contracts with Customers (Topic 606), specifically the guidance on identifying performance obligations and the implementation guidance on licensing. The amendments are being made in response to feedback received by the FASB-IASB (International Accounting Standards Board) joint revenue recognition transition resource group, which was formed to address potential issues associated in the implementation of ASU 2014-09. The proposed amendments include (i) identifying performance obligations on immaterial promised goods or services, shipping and handling activities, and identifying when promises represent performance obligations, and (ii) licensing implantation guidance on determining the nature of an entity’s promise in granting a license and sales-based and usage-based royalties. Comments on the proposed ASU were due by June 30, 2015. We are evaluating the requirements of this guidance and have not yet determined the impact of its adoption on our consolidated financial position, results of operations and cash flows.

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Condensed Consolidated Statements of Loss and Comprehensive Loss - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014
Income Statement [Abstract]
Collaboration revenue	$ 629	$ 368	$ 1,247	$ 2,097
Product sales	1,246	1,116	1,333	1,553
Total revenue	1,875	1,484	2,580	3,650
Operating expenses:
Cost of goods sold	4,132	4,903	10,279	8,694
Research and development	3,761	4,032	7,585	7,162
General and administrative	3,423	3,898	7,160	7,946
Total operating expenses	11,316	12,833	25,024	23,802
Loss from operations	(9,441)	(11,349)	(22,444)	(20,152)
(Loss)/gain on change in fair value of contingent consideration liability	(801)	7,599	14,032	6,449
Interest and other income/ (expense), net	(10)	2	(15)	8
Interest expense	(2,198)	(2,214)	(4,427)	(3,002)
Net loss	$ (12,450)	$ (5,962)	$ (12,854)	$ (16,697)
Basic and diluted net loss per share	$ (0.63)	$ (0.34)	$ (0.65)	$ (0.96)
Shares used to compute basic and diluted net loss per share	19,775	17,331	19,763	17,307
Other Comprehensive Loss
Change in unrealized gain/(loss) on marketable securities	$ 1	$ 2	$ 3	$ 1
Comprehensive loss	$ (12,449)	$ (5,960)	$ (12,851)	$ (16,696)

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The Company and Basis of Presentation (Policies)

6 Months Ended

Jun. 30, 2015

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Basis of Presentation

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not contain all of the information and footnotes required for complete financial statements. In the opinion of management, the accompanying unaudited condensed consolidated financial statements reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly our interim condensed consolidated financial information. The results for the three and six months ended June 30, 2015 are not necessarily indicative of the results to be expected for the year ending December 31, 2015 or for any other interim period or any other future year.

The accompanying unaudited condensed consolidated financial statements and notes to condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements for the year ended December 31, 2014 included in our Annual Report on Form 10-K filed with the Securities and Exchange Commission, or SEC, on March 13, 2015.

Basis of Consolidation

Basis of Consolidation

The unaudited condensed consolidated financial statements include our accounts and those of our wholly-owned subsidiaries. All significant intercompany balances and transactions have been eliminated.

Need to Raise Additional Capital

We have incurred significant losses from operations since inception and expect losses to continue for the foreseeable future. As of June 30, 2015, we had cash, cash equivalents, and marketable securities of $15.7 million and working capital of $9.0 million. Our operating and capital plans call for cash expenditures to exceed these amounts over the next twelve months. We plan to raise additional capital to fund our operations and to develop our product candidates. We plan to finance our operations through partnership or licensing collaborations, the sale of equity securities or debt arrangements. Such funding may not be available or may be on terms that are not favorable to us. Our inability to raise capital as and when needed could have a negative impact on our financial condition and our ability to continue as a going concern. If we become unable to continue as a going concern, we may have to liquidate our assets, and might realize significantly less than the values at which they are carried on our financial statements, and stockholders may lose all or part of their investment in our common stock. Based on our available cash resources and our expected cash usage, we estimate that we have sufficient capital resources to meet our anticipated cash needs into the fourth quarter of 2015. Also, as discussed in Note 12, we have changed our commercial manufacturing strategy and plan to complete any required ADASUVE production under our license and supply agreements with our collaborators, Grupo Ferrer Internacional, S.A., or Ferrer, and Teva Pharmaceuticals USA, Inc., or Teva in August 2015 and then suspend commercial manufacturing at that point in time.

Revenue Recognition

Revenue Recognition

We recognize revenue when (i) persuasive evidence of an arrangement exists; (ii) delivery has occurred or services have been rendered; (iii) the fee is fixed or determinable; and (iv) collectability is reasonably assured.

For collaboration agreements, revenues for non-refundable upfront license fee payments, where we continue to have performance obligations, are recognized as performance occurs and obligations are completed. Revenues for non-refundable upfront license fee payments where we do not have significant future performance obligations are recognized when the agreement is signed and the payments are due.

For multiple element arrangements, such as collaboration agreements in which a collaborator may purchase several deliverables, we account for each deliverable as a separate unit of accounting if both of the following criteria are met: (i) the delivered item or items have value to the customer on a standalone basis; and (ii) for an arrangement that includes a general right of return relative to the delivered item(s), delivery or performance of the undelivered item(s) is considered probable and substantially in our control. We evaluate how the consideration should be allocated among the units of accounting and allocate revenue to each non-contingent element based upon the relative selling price of each element. We determine the relative selling price for each deliverable using (i) vendor-specific objective evidence, or VSOE, of selling price if it exists; (ii) third-party evidence, or TPE, of selling price if it exists; or (iii) our best estimated selling price for that deliverable if neither VSOE nor TPE of selling price exists for that deliverable. We then recognize the revenue allocated to each element when the four basic revenue criteria described above are met for each element.

For milestone payments received in connection with our collaboration agreements, we have elected to adopt the milestone method of accounting under Financial Accounting Standards Board Accounting Standards Codification 605-28, Milestone Method. Under the milestone method, revenues for payments which meet the definition of a milestone will be recognized as the respective milestones are achieved.

We recognize product revenue as follows:

• Persuasive Evidence of an Arrangement. We currently sell product through license and supply agreements with our collaborators, Ferrer and Teva. Persuasive evidence of an arrangement is generally determined by the receipt of an approved purchase order from the collaborator in connection with the terms of the related license and supply agreements.

• Delivery. Typically, ownership of the product passes to the collaborator upon shipment. Our current license and supply agreements also provide our collaborators with an acceptance period during which they may reject any product which does not conform to agreed-upon specifications. Because ADASUVE is a new product, a new technology and our first product to be commercialized, and because we do not have a history of producing product to collaborator specifications, we will not consider delivery to have occurred until after the collaborator acceptance period has ended or the collaborator has positively accepted the product. Once we have demonstrated over the course of time an ability to reliably produce the product to collaborator specifications, we will consider delivery to have occurred upon shipment in the absence of any other relevant shipment or acceptance terms.

• Sales Price Fixed or Determinable. Sales prices for product shipments are determined by the license and supply agreements and documented in the purchase orders. After the collaborator acceptance period has ended or the collaborator has positively accepted the product, our collaborators do not have any product return or replacement rights, including for expired products.

• Collectability. Payment for the product is contractually obligated under the license and supply agreements. We will monitor payment histories for our collaborators and specific issues as they arise to determine whether collection is probable for a specific transaction and defer revenue as necessary.

Royalty revenue from our collaboration agreements will be recognized as we receive information from our collaborators regarding product sales and collectability is reasonably assured.

Significant management judgment is used in the determination of revenue to be recognized and the period in which it is recognized.

Inventory

Inventory

Inventory is stated at standard cost, which approximates actual cost, determined on a first-in first-out basis, not in excess of market value. Inventory includes the direct costs incurred to manufacture products combined with allocated manufacturing overhead, which consists of indirect costs, including labor and facility overhead. We are in the early stages of commercialization and have incurred significantly higher than normal indirect costs in the production of our inventory due to start-up manufacturing costs and low production volumes. The carrying cost of inventory is reduced so as to not be in excess of the market value of the inventory as determined by the contractual transfer prices to Ferrer and Teva. The excess over the market value is expensed to cost of goods sold. If information becomes available that suggests that all or certain of the inventory may not be realizable, we may be required to expense a portion, or all, of the capitalized inventory into cost of goods sold.

Contingencies

Contingencies

From time to time, we are involved in lawsuits, arbitrations, claims, investigations and proceedings that arise in the ordinary course of business. We make provisions for liabilities when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. No such provisions have been made for the periods presented herein. Litigation and related matters are inherently unpredictable. If any unfavorable ruling were to occur in any specific period, there exists the possibility of a material adverse impact on the results of operations of that period or on our cash flows and liquidity.

New Accounting Pronouncements

New Accounting Pronouncements

In August 2014, the Financial Accounting Standards Board issued Accounting Standards Update (“ASU”) No. 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (“ASU 2014-15”). ASU 2014-15 requires management to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern and to provide related footnote disclosures. In doing so, companies will have reduced diversity in the timing and content of footnote disclosures than under the current guidance. ASU 2014-15 is effective for us in the first quarter of 2016 with early adoption permitted. We do not believe the impact of adopting ASU 2014-15 will have a material effect on our results of operations or financial position.

In May 2014 the Financial Accounting Standards Board, or FASB, issued the Accounting Standards Update, or ASU, No. 2014-09, Revenue from Contracts with Customers (Topic 606), that will supersede nearly all existing revenue recognition guidance under US GAAP. The core principle of the guidance is that an entity should recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. The standard will be effective for public entities for annual and interim periods beginning after December 15, 2016. Entities can choose to apply the standard using either the full retrospective approach or a modified retrospective approach. Entities electing the full retrospective adoption will apply the standard to each period presented in the financial statements. This means that entities will have to apply the new guidance as if it had been in effect since the inception of all its contracts with customers presented in the financial statements. Entities that elect the modified retrospective approach will apply the guidance retrospectively only to the most current period presented in the financial statements. This means that entities will have to recognize the cumulative effect of initially applying the new standard as an adjustment to the opening balance of retained earnings at the date of initial application. The new revenue standard will be applied to contracts that are in progress at the date of initial application.

In April 2015, the Financial Accounting Standards Board tentatively decided to defer the effective date of the standard for one year to annual periods beginning after December 15, 2017, with early adoption permitted for annual periods beginning after December 15, 2016. We are evaluating the requirements of this guidance and have not yet determined the impact of its adoption on our consolidated financial position, results of operations and cash flows.

In May 2015, the Financial Accounting Standards Board, or FASB, issued a proposed Accounting Standards Update, or ASU, that would amend the Board’s May 2014 issued ASUNo. 2014-09, Revenue from Contracts with Customers (Topic 606), specifically the guidance on identifying performance obligations and the implementation guidance on licensing. The amendments are being made in response to feedback received by the FASB-IASB (International Accounting Standards Board) joint revenue recognition transition resource group, which was formed to address potential issues associated in the implementation of ASU 2014-09. The proposed amendments include (i) identifying performance obligations on immaterial promised goods or services, shipping and handling activities, and identifying when promises represent performance obligations, and (ii) licensing implantation guidance on determining the nature of an entity’s promise in granting a license and sales-based and usage-based royalties. Comments on the proposed ASU were due by June 30, 2015. We are evaluating the requirements of this guidance and have not yet determined the impact of its adoption on our consolidated financial position, results of operations and cash flows.

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Document and Entity Information - shares	6 Months Ended
	Jun. 30, 2015	Aug. 03, 2015
Document And Entity Information [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Jun. 30, 2015
Document Fiscal Year Focus	2015
Document Fiscal Period Focus	Q2
Trading Symbol	ALXA
Entity Registrant Name	Alexza Pharmaceuticals Inc.
Entity Central Index Key	0001344413
Current Fiscal Year End Date	--12-31
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		19,444,729

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Summary of Significant Accounting Policies (Tables)

6 Months Ended

Jun. 30, 2015

Accounting Policies [Abstract]

Schedule of Inventory

Inventory, which is stated at the lower of cost or estimated market value, consists of the following at June 30, 2015 and December 31, 2014 (in thousands):

	June 30, 2015		December 31, 2014
Raw materials	$	1,025	$	3,677
Work in process		79		—
Finished goods		303		52
Total inventory	$	1,407	$	3,729

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Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2015		Jun. 30, 2014
Cash flows from operating activities:
Net loss	$ (12,854)		$ (16,697)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Share-based compensation	563		1,361
Change in fair value of contingent consideration liability	(14,032)		(6,449)
Amortization of debt discount, deferred interest and right-to-borrow asset	1,180		1,027
Amortization of premium on available-for-sale securities	80		50
Depreciation and amortization	1,602		1,670
Impairment of property and equipment	1,381		0
Changes in operating assets and liabilities:
Receivables	(130)		(889)
Inventory	2,322		(527)
Prepaid expenses and other current assets	1,544		(626)
Accounts payable	819		(1,134)
Accrued clinical and other accrued liabilities	(2,048)		(830)
Deferred revenues	(1,119)		(1,093)
Other liabilities	(185)		(468)
Net cash used in operating activities	(20,877)		(24,605)
Cash flows from investing activities:
Purchases of available-for-sale securities	(5,796)		(33,130)
Maturities of available-for-sale securities	21,790		8,575
Purchases of property and equipment	(44)		(2,461)
Net cash provided by (used in) investing activities	15,950		(27,016)
Cash flows from financing activities:
Proceeds from issuance of common stock and warrants and exercise of stock options and stock purchase rights	31		198
Change in restricted cash	2,757		(5,562)
Payment on contingent consideration liability	(868)		(251)
Proceeds from financing obligations, net of issuance costs	0		50,830
Payments of financing obligations	0		(383)
Net cash provided by financing activities	1,920		44,832
Net decrease in cash and cash equivalents	(3,007)		(6,789)
Cash and cash equivalents at beginning of period	15,200	[1]	17,306
Cash and cash equivalents at end of period	12,193		10,517
Non cash investing and financing activities:
Value of warrants issued with royalty securitization financing	0		1,721
Value of the beneficial conversion feature related to borrowings against the Teva Note	0		1,032
Value of right-to-borrow asset reclassified as debt discount	$ 0		$ 570

[1] (1) The condensed consolidated balance sheet at December 31, 2014 has been derived from audited consolidated financial statements at that date.

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Financing Obligations

6 Months Ended

Jun. 30, 2015

Debt Disclosure [Abstract]

Financing Obligations

8. Financing Obligations

Teva Pharmaceuticals USA, Inc.

In May 2013, concurrent with the Teva Agreement (see Note 10), we entered into a Convertible Promissory Note and Agreement to Lend, dated as of May 7, 2013, between us and Teva, or the Teva Note. Under the terms of the Teva Note, we had the ability, upon written notice to Teva, to draw upon the Teva Note to fund agreed operating budgets related to ADASUVE. The aggregate drawdowns totaled up to $25,000,000 and are due and payable, together with all interest, on the fifth anniversary of the signing of the Teva Note. We may prepay, from time to time, up to one-half of the total amounts advanced plus the related interest outstanding at any time prior to the maturity date. At any time prior to five days before the maturity date, Teva will have the right to convert the then outstanding amounts into shares of our common stock at a conversion price of $4.4833 per share. The Teva Note bears simple interest of 4% per year.

We had fully drawn the $25,000,000 available under the Teva Note as of December 31, 2014. At the time of the drawdowns, the contractual conversion price was less than the value of our common stock. As a result, at each draw down date, we calculated the value of the beneficial conversion feature of the convertible note and recorded an increase to additional paid-in-capital and a discount on the Teva Note which is being amortized to interest expense over the life of the borrowing. Additionally, at each draw, we reclassified the relative portion of the unamortized right-to-borrow asset, classified as an Other Asset, against the Teva Note, which will is also being amortized to interest expense over the life of the borrowing.

As we drew on the Teva Note, the relative portion of the unamortized right-to-borrow was accounted for as a discount on the borrowing and is being amortized to interest expense over the life of the borrowing. The following table shows the effective interest rate for each drawdown after taking into consideration the beneficial ownership features and the right-to-borrow asset discount.

	Draw Amount		Beneficial Conversion Feature		Reclassified Unamortized Right-to- Borrow		Effective Interest Rate
September 2013	$	10,000,000	$	2,455,000	$	900,000		14.2	%
December 2013		5,000,000		657,000		393,000		10.2	%
March 2014		5,000,000		883,000		318,000		11.6	%
June 2014		5,000,000		148,000		252,000		6.6	%

We recognized $57,000 and $216, 0000 of interest expense related to amortization of the right-to-borrow asset during the three and six months ended June 30, 2014, respectively. As of December 31, 2014, all of the right-to-borrow asset had been reclassified against the Teva note.

In June 2015, we entered into an amendment to the Teva Note. Included in the amendment is a cessation of interest accrual during the suspension of the Company’s obligation to manufacture ADASUVE product for Teva from the date of the amendment to July 1, 2017, or the Suspension Period, with reinstatement of interest accrual if Teva submits a purchase order after July 1, 2017 and before December 31, 2017. In addition, the maturity date of the Teva Note is extended from May 7, 2018 to a new maturity date which includes the addition of the number of days in the Suspension Period. Also included in the amendment is a provision where we have the right to increase the loan amount under the Teva Note for reimbursement of the Company’s manufacturing facility rent through the Suspension Period, up to a maximum of $1,675,000. As a result of this amendment, the effective interest rate of the Teva Note, based on its current book value and revised interest terms and estimated maturity date, was reduced from 9.7% prior to the amendment to 5.2% after the amendment.

Royalty Securitization Financing

In March 2014, we completed a royalty securitization financing, which consisted of a private placement to qualified institutional investors of $45,000,000 of non-recourse notes issued by our wholly-owned subsidiary, or the Notes, and warrants to purchase 345,661 shares of our common stock at a price of $0.01 per share exercisable for five years from the date of issuance. The Notes bear interest at 12.25% per annum payable quarterly beginning June 15, 2014. All royalty and milestone payments under the Teva Agreement, after paying interest, administrative fees, and any applicable taxes, will be applied to principal and interest payments on the Notes until the Notes have been paid in full.

The Notes are secured by the right to receive royalty and milestone payments under the Teva Agreement and our equity ownership in the wholly-owned subsidiary. The Notes have no other recourse to us. The Notes may not be redeemed at our option until after March 18, 2016, and may be redeemed after that date subject to the achievement of certain milestones and the payment of a redemption premium for any redemption occurring prior to March 19, 2019. The Notes are not convertible into Alexza equity, nor have we guaranteed them. From the proceeds of the transaction, we established a $6,890,000 interest reserve account, which is classified as a noncurrent asset, to cover any potential shortfall in interest payments. At June 30, 2015, the full amount of the interest reserve account had been fully utilized.

We valued the warrants issued to the debt holders utilizing the Black-Scholes valuation model with an assumed volatility of 87%, an estimated life of 5 years, a 1.54% risk-free interest rate and a dividend rate of 0%. The total value of the warrants, $1,721,000, was recognized as an increase to Additional Paid In Capital and as a discount to the Notes. The amount will be amortized into interest expense over a five-year period. We incurred total fees and expenses of $4,171,000, which we recorded as a noncurrent Other Asset, and are amortizing into interest expense over a five-year period.

Future Scheduled Payments

Future scheduled principal payments under our various debt obligations as of June 30, 2015 are as follows (in thousands

	Total
2015 - remaining 6 months	$	—
2016		—
2017		—
2018
2019		—
Thereafter		25,000
Total	$	25,000

The above table excludes any payments pursuant to the $45,000,000 from the royalty securitization financing notes of our wholly-owned subsidiary, which have a legal maturity date in 2027. The principal payments by the subsidiary under the royalty securitization financing will be dependent upon the timing and amounts of royalties and milestone payments received under the Teva Agreement.

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Net Loss per Share

6 Months Ended

Jun. 30, 2015

Earnings Per Share [Abstract]

Net Loss per Share

7. Net Loss per Share

Basic and diluted net loss per share is calculated by dividing the net loss by the weighted-average number of common shares outstanding for the period. The following items were excluded in the net loss per share calculation for the three and six months ended June 30, 2015 and 2014 because the inclusion of such items would have had an anti-dilutive effect:

	Three Months Ended June 30,				Six Months Ended June 30,
	2015		2014		2015		2014
Stock options		1,814,501		2,584,615		1,869,091		2,430,244
Restricted stock units		66,438		435,388		71,308		463,942
Warrants to purchase common stock		5,900,124		6,807,727		5,906,397		6,692,507
Convertible debt		5,643,806		4,951,459		5,556,658		4,416,222

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Financing Obligations (Tables)

6 Months Ended

Jun. 30, 2015

Debt Disclosure [Abstract]

Schedule of Effective Interest Rate Drawdown after Taking into Consideration Beneficial Ownership Features and Right to Borrow Asset Discount

The following table shows the effective interest rate for each drawdown after taking into consideration the beneficial ownership features and the right-to-borrow asset discount.

	Draw Amount		Beneficial Conversion Feature		Reclassified Unamortized Right-to- Borrow		Effective Interest Rate
September 2013	$	10,000,000	$	2,455,000	$	900,000		14.2	%
December 2013		5,000,000		657,000		393,000		10.2	%
March 2014		5,000,000		883,000		318,000		11.6	%
June 2014		5,000,000		148,000		252,000		6.6	%

Long Term Debt Payments by Year

Future scheduled principal payments under our various debt obligations as of June 30, 2015 are as follows (in thousands

	Total
2015 - remaining 6 months	$	—
2016		—
2017		—
2018
2019		—
Thereafter		25,000
Total	$	25,000

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Fair Value Accounting (Tables)

6 Months Ended

Jun. 30, 2015

Fair Value Disclosures [Abstract]

Financial Assets by Major Security Type and Liability Measured at Fair Value on Recurring Basis

The following table represents the fair value hierarchy for our financial assets (cash equivalents, marketable securities and restricted cash) by major security type and contingent consideration liability measured at fair value on a recurring basis as of June 30, 2015 and December 31, 2014 (in thousands):

June 30, 2015	Level 1		Level 2		Level 3		Total
Assets
Money market funds	$	10,916	$	—	$	—	$	10,916
Corporate debt securities		—		4,003		—		4,003
Total assets	$	10,916	$	4,003	$	—	$	14,919
Liabilities
Contingent consideration liability	$	—	$	—	$	15,900	$	15,900
Total liabilities	$	—	$	—	$	15,900	$	15,900

December 31, 2014	Level 1		Level 2		Level 3		Total
Assets
Money market funds	$	12,674	$	—	$	—	$	12,674
Corporate debt securities		—		24,617		—		24,617
Total assets	$	12,674	$	24,617	$	—	$	37,291
Liabilities
Contingent consideration liability	$	—	$	—	$	30,800	$	30,800
Total liabilities	$	—	$	—	$	30,800	$	30,800

Schedule of Cash Equivalents and Marketable Securities

The amortized cost, fair value and unrealized gain/(loss) for our financial assets by major security type as of June 30, 2015 and December 31, 2014 are as follows (in thousands):

June 30, 2015	Amortized Cost			Fair Value			Unrealized Gain/(Loss)
Money market funds	$	10,916		$	10,916		$	—
Corporate debt securities		4,003			4,003			—
Total		14,919			14,919			—
Less amounts classified as cash equivalents		(11,416	)		(11,416	)		—
Total marketable securities	$	3,503		$	3,503		$	—

December 31, 2014	Amortized Cost			Fair Value			Unrealized Gain/(Loss)
Money market funds	$	12,674		$	12,674		$	—
Corporate debt securities		24,620			24,617			(3	)
Total		37,294			37,291			(3	)
Less amounts classified as restricted cash		(2,757	)		(2,757	)		—
Less amounts classified as cash equivalents		(14,960	)		(14,960	)		—
Total marketable securities	$	19,577		$	19,574		$	(3	)

Fair Value Measurement of Contingent Consideration Liability

The following table represents a reconciliation of the change in the fair value measurement of the contingent consideration liability for the three months ended June 30, 2015 and 2014 (in thousands):

	Three Months Ended June 30,						Six Months Ended June 30,
	2015			2014			2015			2014
Beginning balance	$	15,100		$	40,100		$	30,800		$	39,200
Payments made		(1	)		(1	)		(868	)		(251	)
Adjustments to fair value measurement		801			(7,599	)		(14,032	)		(6,449	)
Ending balance	$	15,900		$	32,500		$	15,900		$	32,500

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Autoliv Manufacturing and Supply Agreement

6 Months Ended

Jun. 30, 2015

Commitments and Contingencies Disclosure [Abstract]

Autoliv Manufacturing and Supply Agreement

11. Autoliv Manufacturing and Supply Agreement

In November 2007, we entered into a Manufacturing and Supply Agreement, or the Manufacture Agreement, with Autoliv relating to the commercial supply of chemical heat packages that can be incorporated into our Staccato device, or the Chemical Heat Packages. Autoliv had developed these Chemical Heat Packages for us pursuant to a development agreement between Autoliv and us.

Subject to certain exceptions, Autoliv has agreed to manufacture, assemble and test the Chemical Heat Packages solely for us in conformance with our specifications. We pay Autoliv a specified purchase price, which varies based on annual quantities we order, per Chemical Heat Package delivered. Upon termination of the Manufacture Agreement, we were to retain full ownership of the production equipment for commercial manufacture of the Chemical Heat Packages developed for us by Autoliv, and Autoliv’s obligations under the Manufacture Agreement will terminate in full. In December 2014, we amended the Manufacture Agreement with Autoliv, or the 2014 Amendment through which we and Autoliv are extending the Manufacturing Agreement through 2018. In addition, we have the right to engage a second source supplier and implement a manufacturing line transfer from Autoliv to manufacture and supply the Chemical Heat Packages to us or our licensees.

We have contracted with Autoliv, through a third-party supplier, to build one additional manufacturing cell to manufacture chemical heat packages at a cost of approximately $2.4 million, or the New Cell. The New Cell was expected to be installed at Autoliv with the cell currently being utilized by Autoliv, or the Original Cell, to be installed at a second source supplier. Due to the Original Cell no longer being utilized and the uncertainty of the timing of engaging a second source supplier (see Note 12), we recorded additional cost of goods sold of $1,381,000 in the three months ended March 31, 2015 due to the impairment of the Original Cell. The $1,381,000 impairment reduced the carrying amount of this cell to zero, which we believe is the fair value of this equipment and is a level 3 fair value measurement. The equipment is specialized and was developed specifically for the manufacture of ADASUVE and would be of limited, if any, utility to a third-party. Thus, we concluded that given the decreased projections of ADASUVE sales and the related decline in production noted below in Note 12, as well as the limited ability to sell this equipment, that its fair value is zero. The New Cell will be utilized if and when commercial production resumes.

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Facility Leases

6 Months Ended

Jun. 30, 2015

Leases [Abstract]

Facility Leases

9. Facility Leases

We lease a building in Mountain View, California which we began to occupy in the fourth quarter of 2007. We recognize rental expense on the facility on a straight line basis over the initial term of the lease. Differences between the straight line rent expense and rent payments are classified as deferred rent liability on the balance sheet. The lease for the building expires on March 31, 2018, and we have two options to extend the lease for five years each.

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License Agreements

6 Months Ended

Jun. 30, 2015

Organization, Consolidation and Presentation of Financial Statements [Abstract]

License Agreements

10. License Agreements

Grupo Ferrer Internacional, S.A.

On October 5, 2011, we and Ferrer entered into the Ferrer Agreement to commercialize ADASUVE in the Ferrer Territories. Under the terms of the Ferrer Agreement, we received an upfront cash payment of $10,000,000, of which $5,000,000 was paid to the former stockholders of Allegro. The Ferrer Agreement provided for up to an additional $51,000,000 in additional milestone payments, contingent on approval of the EU Marketing Authorization Application, or MAA, certain individual country commercial sales initiations and royalty payments based on cumulative net sales targets in the Ferrer Territories. We are responsible for the MAA for ADASUVE. The MAA was submitted to the European Medicines Agency, or EMA, and was approved in February 2013 by the European Commission, or EC. We are also responsible for all post-authorization clinical studies required by the EMA and EC. Ferrer is responsible for the satisfaction of all other regulatory and pricing requirements to market and sell ADASUVE in the Ferrer Territories. Ferrer has the exclusive rights to commercialize the product in the Ferrer Territories. We supply ADASUVE to Ferrer for all of its commercial sales, and receive a specified per-unit transfer price paid in Euros. Either party may terminate the Ferrer Agreement for the other party’s uncured material breach or bankruptcy. The Ferrer Agreement continues in effect on a country-by-country basis until the later of the last to expire patent covering ADASUVE in such country or 12 years after first commercial sale. The Ferrer Agreement is subject to earlier termination in the event the parties mutually agree, by a party in the event of an uncured material breach by the other party or upon the bankruptcy or insolvency of either party.

In March 2012, we entered into an amendment to the Ferrer Agreement. We and Ferrer agreed to eliminate the potential MAA approval milestone payment in exchange for Ferrer’s purchase of 241,936 shares of our common stock for $12.40 per share for a total of $3,000,000, which reflected a premium on the fair value of our common stock of approximately $1,452,000 at the time of the transaction.

In October 2014, we entered into an amendment to the Ferrer Agreement. We and Ferrer agreed to eliminate certain individual country commercial sales initiation milestone payments in exchange for Ferrer’s purchase of 2,000,000 shares of our common stock for $4.00 per share for a total of $8,000,000, which reflected a premium on the fair value of our common stock of approximately $2,400,000. In January 2015, we paid the former shareholders of Symphony Allegro $865,000 related to this stock sale.

In June 2015, we entered into an amendment to the Ferrer Agreement. We and Ferrer agreed to: (i) transfer ownership of the MAA to Ferrer, whereby Ferrer becomes responsible for all post-approval requirements of the MAA, including the post-authorization safety study, the drug utilization study and the Phase 3 clinical trial for adolescents and all other related regulatory activities and costs associated with the ADASUVE MAA, (ii) provide Ferrer an option to manufacture ADASUVE in the Ferrer Territories as well as for use by us in territories other than the U.S., Canada, China, Hong Kong, Taiwan and Macao, and if Ferrer does not exercise this option, we have the right to assign the ADASUVE manufacturing right to a third party, subject to Ferrer’s written consent, not to be unreasonably withheld, (iii) eliminate the remaining milestones related to first commercial sales in selected countries, and (iv) provide Ferrer with the right to access technology and develop a Staccato product of their choice to commercialization in the Ferrer Territory, with Ferrer paying a fixed royalty percentage on all sales of new Staccato products developed by Ferrer. Effective upon the June 2015 Ferrer Amendment, the Ferrer territory includes the following countries: European Union, Croatia, Serbia, Bosnia and Herzegovina, Montenegro, Macedonia, Albania, Andorra, Liechtenstein, San Marino, Vaticano, Switzerland, Norway, Iceland, Argentina, Armenia, Azerbaijan, Belarus, Bolivia, Brazil, Chile, Colombia, Costa Rica, Dominican Republic, Ecuador, El Salvador, Georgia, Guatemala, Honduras, Kazakhstan, Kyrgyzstan, Mexico, Moldova, Nicaragua, Panama, Paraguay, Peru, Russia, Tajikistan, Turkey, Turkmenistan, Venezuela, Ukraine, Uruguay, Uzbekistan, Algeria, Bahrain, Egypt, Iran, Iraq, Israel, Jordan, Kuwait, Lebanon, Yemen, United Arab Emirates, Libya, Morocco, Oman, Palestine, Qatar, Saudi Arabia, Syria, Tunisia, Republic of Korea, Philippines and Thailand.

We evaluated whether the delivered elements under the Ferrer Agreement have value on a stand-alone basis and allocated revenue to the identified units of accounting based on relative fair value. We determined that the license and the development and regulatory services are a single unit of accounting as the licenses were determined not to have stand-alone value. We have begun to deliver all elements of the arrangement and are recognizing the $10,000,000 upfront payment as revenue ratably over the estimated performance period of the agreement of four years. The $1,452,000 and $2,400,000 premiums received from the sales of common stock to Ferrer are additional consideration received pursuant to the Ferrer Agreement and does not pertain to a separate deliverable or element of the arrangement, and thus is being deferred and recognized as revenue in a manner consistent with the $10,000,000 upfront payment. During the three and six months ended June 30, 2015, we recognized $630,000 and $1,242,000, respectively, and $364,000 and $1,093,000 during the three and six months ended June 30, 2014, respectively in revenue. At June 30, 2015, we had $4,272,000 of deferred revenue related to the Ferrer Agreement.

The Ferrer Agreement, as amended, provides for us to receive up to $40,000,000 of additional payments related to cumulative net sales targets in the Ferrer Territories. The cumulative net sales targets will be recognized as royalty revenue when each target is earned and payable to us. We believe each of these milestones is substantive as there is uncertainty that the milestones will be met, the milestone can only be achieved as a result of our past performance and the achievement of the milestone will result in additional payment to us. In January 2014, we recognized revenue in the amount of $1,000,000 from a milestone payment for the first product sale in Spain, of which $250,000 was paid to the former stockholders of Allegro (see Note 4).

Teva Pharmaceuticals USA, Inc.

In May 2013, we entered into the Teva Agreement to provide Teva with an exclusive license to develop and commercialize ADASUVE in the United States. Under the terms of the Teva Agreement, Teva is responsible for all U.S. development, regulatory and commercialization activities for ADASUVE, including the U.S. post-approval clinical studies and any additional clinical trials for new indications. Teva has the full right to sublicense its rights and obligations under the Teva Agreement. We are responsible for manufacturing and supplying ADASUVE to Teva for clinical trials and commercial sales. Teva has the exclusive rights to commercialize ADASUVE and AZ-104 in the United States and the co-exclusive rights, with us and our affiliates, to manufacture the product.

We received an upfront cash payment of $40,000,000 from Teva, $10,000,000 of which was paid to the former stockholders of Allegro. We are eligible to receive up to $195,000,000 in additional payments contingent on Teva’s successful completion of the ADASUVE post-approval studies in the United States and Teva achieving specified net sales targets. In addition to these payments, we supply ADASUVE to Teva for all of its clinical trials and commercial sales, and we receive a specified per-unit transfer price in an amount of the greater of our costs of commercial production or a specified per-unit price. Teva makes tiered royalty payments based on net commercial sales of ADASUVE in the United States. In March 2014, Teva announced the U.S. launch of ADASUVE. In March 2014, we completed a royalty securitization financing, in which we transferred certain rights to U.S. royalty and milestone payments under the Teva Agreement to a wholly-owned subsidiary. The subsidiary then sold $45,000,000 in notes backed by the royalty and milestone payments in a private placement to institutional accredited investors. The notes have no recourse to us, other than to our equity interest in our wholly-owned subsidiary, and we did not guarantee the notes.

Unless earlier terminated, the Teva Agreement continues in effect until the later of the last to expire patent covering ADASUVE in the United States or a specified number of years after first commercial sale. The Agreement is subject to earlier termination in the event the parties mutually agree, by a party in the event of an uncured material breach by the other party or upon the bankruptcy or insolvency of either party. Teva may also terminate the Teva Agreement in the event the FDA requires withdrawal or suspension of ADASUVE from the market due to safety reasons or, subject to a specified period of notice, for Teva’s convenience at any time following the first anniversary of the Teva Agreement.

We evaluated whether the delivered elements under the Teva Agreement have value on a stand-alone basis and allocated revenue to the identified units of accounting based on relative fair value. We determined that the license fees are a single unit of accounting and valued the license based on its best estimate of selling price, as VSOE and TPE of the selling price could not be determined. The selling price was estimated using discounted projected cash flows related to the licensed territory. We have delivered the license to Teva and recognized the $40,000,000 non-refundable upfront payment as revenue.

As described in Note 8, in connection with the Teva Agreement, we received a right-to-borrow under the Teva Note, which included the ability to draw on the Teva Note in amounts not to exceed $25,000,000, over a two year period, all of which had been drawn upon as of December 31, 2014. As outlined in Note 7, the Teva Note has a fixed conversion price and interest rate. This right-to-borrow was considered additional consideration provided by Teva to us pursuant to the Teva Agreement.

As noted above, we are eligible to receive up to $195,000,000 of additional payments from Teva related to Teva’s successful completion of the ADASUVE post-approval studies in the United States and Teva achieving specified net sales targets. The payments related to net sales targets will be recognized as royalty revenue when each target is earned and payable to us. The payment related to the completion of the ADASUVE post-approval studies will be recognized upon completion of the studies when the payment is earned and payable to us.

In June 2015, we entered into an amendment to the Teva Agreement, or the Teva Amendment. The Teva Amendment provides for, among other matters: (i) suspension of our obligation to manufacture ADASUVE product during the Suspension Period, with reinstatement if Teva submits a purchase order after July 1, 2017 and before December 31, 2017; (ii) a right for Teva to manufacture ADASUVE product itself; (iii) provides for Teva to reasonably consent to our assignment of the manufacturing rights under the Teva Agreement to a third party; (iv) suspends certain commercialization obligations of Teva during the Suspension Period; (v) provides us the right to increase the loan amount under the Teva Note for reimbursement of the Company’s manufacturing facility rent through the Suspension Period, up to a maximum of $1,675,000; (vi) provides for consent by Teva, under certain conditions, to the sale of all of our ADASUVE manufacturing facility assets and any assignment of manufacturing rights and obligations by us to a third party; and (vii) if we have assigned, sublicensed, subcontracted, delegated or otherwise transferred our manufacturing rights to a third party, further provides for a right of first offer to Teva with respect to the sale of our ADASUVE manufacturing facility assets.

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Restructuring

6 Months Ended

Jun. 30, 2015

Restructuring and Related Activities [Abstract]

Restructuring

12. Restructuring

As a result of Teva and Ferrer ADASUVE orders, we anticipate completing the production of ADASUVE by the end of August 2015. Once these orders are produced, released and shipped, we plan to suspend ADASUVE commercial manufacturing operations. We plan to resume ADASUVE commercial production as additional commercial product is required by our collaborators. We may also consider contracting with third party manufacturers for ADASUVE units if deemed more efficient, including third-party manufacturers with multi-product facilities. During the six months ended June 30, 2015, we recorded additional cost of goods sold related to $1,229,000 of inventory with fixed expiration dates and $1,024,000 of prepayments made to the supplier of our lower housing assembly all of which are in excess of our expected production needs prior to the planned suspension of commercial manufacturing operations.

As part of our restructuring plan, we have eliminated six employees in June 2015 with an aggregate cost of $203,000 in Severance Package. Upon suspension of our ADASUVE commercial production operations, we plan to eliminate 22 employee positions. Each affected employee will receive (i) severance payments equal to three months of salary plus an additional amount equal to one week of salary for each year of Alexza service in excess of five years; and (ii) three months of paid medical insurance premiums and outplacement services, or in total, the Severance Package. Employees who voluntarily terminate their employment prior to the completion of the ADASUVE commercial production commitments are not eligible for the Severance Package. The aggregate cost of the Severance Package for these individuals is estimated to be $738,000 and is being amortized over the period in which the employees are required to provide service. During the three months ended June 30, 2015, we recognized $248,000 of expense related to the Severance Package associated with commercial production employees. We expect to recognize the remaining expense during the three months ended September 30, 2015.

In addition, all non-officer employees and two non-executive officers received notification that their positions have been or may be eliminated if we are unable to obtain additional financing and further restructure our operations. Each of these employees and the two non-executive officers has received an approximate date in which their position would be eliminated if the financing and restructuring do not occur. Employees must remain through that date to receive their Severance Package. If the employee’s position is not eliminated, and the employee remains an employee through June 30, 2016, they will receive benefits substantially equivalent to the Severance Package. The aggregate cost of the Severance Package related to these employees is approximately $1,417,000 and is being amortized over the period in which the employees are expected to provide service. During the three months ended June 30, 2015, we recognized $384,000 of expense related to the Severance Package associated with these employees. We expect to recognize the remaining expense through at least December 31, 2015.

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Share-Based Compensation Plans - Summary of Restricted Stock Units, or RSUs, Activity under Company's Share-Based Compensation Plans (Detail) - Jun. 30, 2015 - Restricted stock units [Member] - $ / shares	Total
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Outstanding at January 1, 2015, Number Of Shares	81,050
Granted, Number Of Shares	0
Released, Number Of Shares	(21,875)
Forfeited, Number Of Shares	(4,425)
Outstanding at June 30, 2015, Number Of Shares	54,750
Outstanding at January 1, 2015, Weighted Average Grant-Date Fair Value	$ 4.67
Granted, Weighted Average Grant-Date Fair Value	0.00
Released, Weighted Average Grant-Date Fair Value	4.67
Forfeited, Weighted Average Grant-Date Fair Value	4.67
Outstanding at June 30, 2015, Weighted Average Grant-Date Fair Value	$ 4.67

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Share-Based Compensation (Tables)

6 Months Ended

Jun. 30, 2015

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Weighted Average Fair Value of Employee Stock Options Granted

During the three and six months ended June 30, 2015 and 2014, the per share weighted average fair value of employee stock options granted were as follows:

	Three Months Ended June 30,				Six Months Ended June 30,
	2015		2014		2015		2014
Stock options	$	1.09	$	2.95	$	1.14	$	3.20
Stock purchase rights		—		1.48		—		1.48

Estimated Grant Date Fair Values of Stock Options with Weighted Average Assumptions

The estimated grant date fair values of the stock options and stock purchase rights were calculated using the Black-Scholes valuation model, and the following weighted average assumptions:

	Three Months Ended June 30,						Six Months Ended June 30,
	2015			2014			2015			2014
Stock Option Plans
Expected term		5.0 years			5.0 years			5.0 years			5.0 years
Expected volatility		86	%		82	%		85	%		84	%
Risk-free interest rate		1.51	%		1.65	%		1.48	%		1.61	%
Dividend yield		0	%		0	%		0	%		0	%
Employee Stock Purchase Plan
Expected term		0.5 years			0.5 years			0.5 years			0.5 years
Expected volatility		80	%		61	%		80	%		61	%
Risk-free interest rate		0.09	%		0.67	%		0.09	%		0.67	%
Dividend yield		0	%		0	%		0	%		0	%

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Summary of Significant Accounting Policies - Schedule of Inventory (Detail) - USD ($) $ in Thousands	Jun. 30, 2015	Dec. 31, 2014
Inventory Disclosure [Abstract]
Raw materials	$ 1,025	$ 3,677
Work in process	79	0
Finished goods	303	52
Total inventory	$ 1,407	$ 3,729	[1]

[1] (1) The condensed consolidated balance sheet at December 31, 2014 has been derived from audited consolidated financial statements at that date.

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Financing Obligations - Long Term Debt Payments by Year (Detail) $ in Thousands	Jun. 30, 2015 USD ($)
Debt Disclosure [Abstract]
2015 - remaining 6 months	$ 0
2016	0
2017	0
2018	0
2019	0
Thereafter	25,000
Total	$ 25,000

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The Company and Basis of Presentation

6 Months Ended

Jun. 30, 2015

Organization, Consolidation and Presentation of Financial Statements [Abstract]

The Company and Basis of Presentation

1. The Company and Basis of Presentation

Business

We were incorporated in the state of Delaware on December 19, 2000 as FaxMed, Inc., changed our name to Alexza Corporation in June 2001 and in December 2001 became Alexza Molecular Delivery Corporation. In July 2005, we changed our name to Alexza Pharmaceuticals, Inc.

We are a pharmaceutical company focused on the research, development, and commercialization of novel proprietary products for the acute treatment of central nervous system conditions. We operate in one business segment. Our facilities and employees are currently located in the United States.

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not contain all of the information and footnotes required for complete financial statements. In the opinion of management, the accompanying unaudited condensed consolidated financial statements reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly our interim condensed consolidated financial information. The results for the three and six months ended June 30, 2015 are not necessarily indicative of the results to be expected for the year ending December 31, 2015 or for any other interim period or any other future year.

The accompanying unaudited condensed consolidated financial statements and notes to condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements for the year ended December 31, 2014 included in our Annual Report on Form 10-K filed with the Securities and Exchange Commission, or SEC, on March 13, 2015.

Basis of Consolidation

The unaudited condensed consolidated financial statements include our accounts and those of our wholly-owned subsidiaries. All significant intercompany balances and transactions have been eliminated.

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Share-Based Compensation

6 Months Ended

Jun. 30, 2015

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Share-Based Compensation

6. Share-Based Compensation

Employee Share-Based Awards

Compensation cost for employee share-based awards is based on the grant-date fair value and is recognized over the vesting period of the applicable award on a straight-line basis. We issue employee share-based awards in the form of stock options and restricted stock units under our equity incentive plans, and stock purchase rights under the 2005 ESPP and the 2015 ESPP (see Note 5).

Valuation of Stock Options, Stock Purchase Rights and Restricted Stock Units

During the three and six months ended June 30, 2015 and 2014, the per share weighted average fair value of employee stock options granted were as follows:

	Three Months Ended June 30,				Six Months Ended June 30,
	2015		2014		2015		2014
Stock options	$	1.09	$	2.95	$	1.14	$	3.20
Stock purchase rights		—		1.48		—		1.48

The estimated grant date fair values of the stock options and stock purchase rights were calculated using the Black-Scholes valuation model, and the following weighted average assumptions:

	Three Months Ended June 30,						Six Months Ended June 30,
	2015			2014			2015			2014
Stock Option Plans
Expected term		5.0 years			5.0 years			5.0 years			5.0 years
Expected volatility		86	%		82	%		85	%		84	%
Risk-free interest rate		1.51	%		1.65	%		1.48	%		1.61	%
Dividend yield		0	%		0	%		0	%		0	%
Employee Stock Purchase Plan
Expected term		0.5 years			0.5 years			0.5 years			0.5 years
Expected volatility		80	%		61	%		80	%		61	%
Risk-free interest rate		0.09	%		0.67	%		0.09	%		0.67	%
Dividend yield		0	%		0	%		0	%		0	%

The estimated fair value of restricted stock unit awards is calculated based on the market price of our common stock on the date of grant, reduced by the present value of dividends expected to be paid on our common stock prior to vesting of the restricted stock unit. Our estimate assumes no dividends will be paid prior to the vesting of the restricted stock unit.

As of June 30, 2015, there was $1,616,000, $150,000, and $11,000 of total unrecognized compensation expense related to unvested stock option awards, unvested restricted stock units and stock purchase rights, respectively, which are expected to be recognized over a weighted average period of 2.4 years, 1.6 years, and 0.3 years, respectively.

Share-based compensation capitalized at June 30, 2015 was not material.

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Summary of Significant Accounting Policies - Additional Information (Detail) - Jun. 30, 2015 - USD ($)	Total
Inventory Disclosure [Abstract]
Additional cost of goods sold related to inventory	$ 1,229,000
Prepayments to supplier for lower housing assembly	$ 1,024,000

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Label	Element	Value
Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration, Liability	us-gaap_BusinessCombinationContingentConsiderationArrangementsChangeInAmountOfContingentConsiderationLiability1	$ (7,599)
Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration, Liability	us-gaap_BusinessCombinationContingentConsiderationArrangementsChangeInAmountOfContingentConsiderationLiability1	801
Net Income (Loss) Attributable to Parent	us-gaap_NetIncomeLoss	(12,450)
Net Income (Loss) Attributable to Parent	us-gaap_NetIncomeLoss	$ (5,962)

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Net Loss per Share - Anti-Dilutive Securities Excluded from Net Loss per Share (Detail) - shares	3 Months Ended		6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014
Stock options [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive securities	1,814,501	2,584,615	1,869,091	2,430,244
Restricted stock units [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive securities	66,438	435,388	71,308	463,942
Warrants to purchase common stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive securities	5,900,124	6,807,727	5,906,397	6,692,507
Convertible debt [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive securities	5,643,806	4,951,459	5,556,658	4,416,222

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Share-Based Compensation Plans (Tables)

6 Months Ended

Jun. 30, 2015

Equity [Abstract]

Summary of Option Activity under Company's Share-Based Compensation Plans

The following table sets forth the summary of option activity under our share-based compensation plans (the 2015 Plan, the 2005 Equity Incentive Plan, the 2015 Directors’ Plan and the 2005 Non-Employee Directors’ Stock Option Plan) for the six months ended June 30, 2015:

	Outstanding Options
	Number of Shares			Weighted Average Exercise Price
Outstanding at January 1, 2015		1,978,273		$	7.10
Options granted		243,500			1.70
Options exercised		—			—
Options canceled		(441,024	)		5.80
Outstanding at June 30, 2015		1,780,749			6.68

Summary of Restricted Stock Units, or RSUs, Activity under Company's Share-Based Compensation Plans

The following table sets forth the summary of restricted stock units, or RSUs, activity under our share-based compensation plans for the six months ended June 30, 2015:

	Number Of Shares			Weighted Average Grant-Date Fair Value
Outstanding at January 1, 2015		81,050		$	4.67
Granted		—			—
Released		(21,875	)		4.67
Forfeited		(4,425	)		4.67
Outstanding at June 30, 2015		54,750		$	4.67