8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 4, 2014

ZOGENIX, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware	001-34962	20-5300780
(State or Other Jurisdiction	(Commission	(IRS Employer
of Incorporation)	File Number)	Identification No.)
12400 High Bluff Drive, Suite 650, San Diego, CA		92130
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (858) 259-1165

(Former Name or Former Address, if Changed Since Last Report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01. Regulation FD Disclosure.

On June 4, 2014, representatives of Zogenix, Inc. (“Zogenix”) will be attending meetings with investors, analysts and others in connection with the Jefferies 2014 Global Healthcare Conference in New York City, New York. During these meetings, Zogenix will present the slides attached as Exhibit 99.1 to this Current Report on Form 8-K, which is incorporated herein by reference.

The information in this report, including Exhibit 99.1, is being furnished pursuant to Item 7.01 and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or the Exchange Act, or otherwise subject to the liabilities of that section, and it shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or under the Exchange Act, whether made before or after the date hereof, except as expressly set forth by specific reference in such filing to this item of this report.

* * *

By filing this Current Report on Form 8-K and furnishing this information, Zogenix makes no admission as to the materiality of any information in this report. The information contained in this Current Report on Form 8-K is intended to be considered in the context of Zogenix’s filings with the SEC and other public announcements that Zogenix makes, by press release or otherwise, from time to time. Zogenix undertakes no duty or obligation to publicly update or revise the information contained in this report, although it may do so from time to time as its management believes is appropriate. Any such updating may be made through the filing of other reports or documents with the SEC, through press releases or through other public disclosure.

Zogenix cautions you that statements included in this Current Report on Form 8-K and the attached exhibit that are not a description of historical facts are forward-looking statements. Words such as “believes,” “anticipates,” “plans,” “expects,” “indicates,” “will,” “intends,” “potential,” “suggests,” “assuming,” “designed” and similar expressions are intended to identify forward-looking statements. These statements are based on Zogenix’s current beliefs and expectations. These forward-looking statements include statements regarding: the market potential for Zogenix’s products and product candidates, and its ability to compete within those markets; the expected timing of various activities for Zogenix’s product pipeline; the potential to develop abuse deterrent formulations of Zohydro ER and extend its intellectual property protection; and financial guidance for 2014. The inclusion of forward-looking statements should not be regarded as a representation by Zogenix that any of its plans will be achieved. Actual results may differ from those set forth in this report and the attached exhibit due to the risk and uncertainties inherent in Zogenix’s business, including, without limitation: Zogenix’s ability to achieve broad market acceptance and generate revenues from sales of Zohydro ER; Zogenix’s ability to successfully execute its sales and marketing strategy for Zohydro ER; inadequate therapeutic efficacy or unexpected adverse side effects relating to Zohydro ER that could prevent its ongoing commercialization, or that could result in recalls or product liability claims; risks and uncertainties associated with the development and regulatory approval of an abuse deterrent formulation of Zohydro ER and Zogenix’s reliance on its collaborators in such development efforts; the ability of Zogenix and its licensors to obtain, maintain and successfully enforce adequate patent and other intellectual property protection of its products and product candidates and the ability to operate its business without infringing the intellectual property rights of others; difficulties in identifying, negotiating and carrying out strategic transactions relating to Zohydro ER, DosePro Needle-Free Delivery Platform and Relday; the inherent risks of clinical development of Relday, including potential delays in enrollment and completion of clinical trials; Zogenix’s dependence on its existing collaboration with DURECT Corporation and potential new partners to develop Relday; the market potential for Zogenix’s product candidates, and its ability to compete within those markets; and other risks described in Zogenix’s filings with the SEC. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. All forward-looking statements are qualified in their entirety by this cautionary statement and Zogenix undertakes no obligation to revise or update this report to reflect events or circumstances after the date hereof. This caution is made under the safe harbor provisions of Section 21E of the Exchange Act.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
99.1	Slide Presentation

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 hereunto duly authorized.

	ZOGENIX, INC.
Date: June 4, 2014	By:	/s/ Ann D. Rhoads
	Name: Ann D. Rhoads
	Title:   Executive Vice President, Chief Financial Officer,             Treasurer and Secretary

EXHIBIT INDEX

Exhibit No.	Description
99.1	Slide Presentation

EX-99.1

Overview

June 2014

Exhibit 99.1

2

Forward Looking Statement

Zogenix

cautions

you

that

statements

included

in

this

presentation

that

are

not

a

description

of

historical

facts

are

forward-looking

statements.

Words

such

as

"believes,"

"anticipates,"

"plans,"

"expects,"

"indicates,"

"will,"

"intends,"

"potential,"

"suggests,"

"assuming,"

"designed"

and

similar

expressions

are

intended

to

identify

forward-looking

statements.

These

statements

are

based

on

the

company's

current

beliefs

and

expectations.

These

forward-looking

statements

include

statements

regarding:

the

market

potential

for

Zogenix’s

products

and

product

candidates,

and

its

ability

to

compete

within

those

markets;

the

expected

timing

of

various

activities

for

Zogenix’s

product

pipeline;

the

potential

to

develop

abuse

deterrent

formulations

of

Zohydro

ER

and

extend

its

intellectual

property

protection;

and

financial

guidance

for

2014.

The

inclusion

of

forward-looking

statements

should

not

be

regarded

as

a

representation

by

Zogenix

that

any

of

its

plans

will

be

achieved.

Actual

results

may

differ

from

those

set

forth

in

this

presentation

due

to

the

risks

and

uncertainties

inherent

in

Zogenix's

business,

including,

without

limitation:

Zogenix's

ability

to

achieve

broad

market

acceptance

and

generate

revenues

from

sales

of

Zohydro

ER;

Zogenix’s

ability

to

successfully

execute

its

sales

and

marketing

strategy

for

Zohydro

ER;

inadequate

therapeutic

efficacy

or

unexpected

adverse

side

effects

relating

to

Zohydro

ER

that

could

prevent

its

ongoing

commercialization,

or

that

could

result

in

recalls

or

product

liability

claims;

risks

and

uncertainties

associated

with

the

development

and

regulatory

approval

of

an

abuse

deterrent

formulation

of

Zohydro

ER

and

Zogenix’s

reliance

on

its

collaborators

in

such

development

efforts;

the

ability

of

Zogenix

and

its

licensors

to

obtain,

maintain

and

successfully

enforce

adequate

patent

and

other

intellectual

property

protection

of

its

products

and

product

candidates

and

the

ability

to

operate

its

business

without

infringing

the

intellectual

property

rights

of

others;

difficulties

in

identifying,

negotiating

and

carrying

out

strategic

transactions

relating

to

Zohydro

ER,

DosePro

Needle-Free

Delivery

Platform

and

Relday;

the

inherent

risks

of

clinical

development

of

Relday,

including

potential

delays

in

enrollment

and

completion

of

clinical

trials;

Zogenix's

dependence

on

its

existing

collaboration

with

DURECT

Corporation

and

potential

new

partners

to

develop

Relday;

the

market

potential

for

Zogenix’s

product

candidates,

and

its

ability

to

compete

within

those

markets;

and

other

risks

described

in

Zogenix's

filings

with

the

SEC.

You

are

cautioned

not

to

place

undue

reliance

on

these

forward-looking

statements,

which

speak

only

as

of

the

date

hereof,

and

Zogenix

undertakes

no

obligation

to

revise

or

update

this

presentation

to

reflect

events

or

circumstances

after

the

date

hereof,

except

as

required

by

law.

All

forward-looking

statements

are

qualified

in

their

entirety

by

this

cautionary

statement.

This

caution

is

made

under

the

safe

harbor

provisions

of

the

Private

Securities

Litigation

Reform

Act

of

1995.

3

The Zogenix Opportunity

UNIQUE MODEL

Combining Medicine and Technology to Provide

Differentiated Products That Meet Medical Needs

PROVEN EXECUTION

2 FDA Approvals, Successful Commercial Product,

Validated DosePro Platform, Strong Pipeline

SIGNIFICANT MARKET OPPORTUNITY

1st to Market in Large Opportunities with Innovative

Medicine and Technology

INFRASTRUCTURE for COMMERCIALIZATION

Key Hires and Expanded Sales Team In Place to Continue Leadership

COMMITMENT to RESPONSIBILITY

Executing on Responsible Commercialization and Development

of Abuse Deterrent (AD) Formulations

4

Oral, 12-Hour

Extended Release

Once Monthly

Subcutaneous Injection

DosePro®

Needle-Free

Delivery Platform

Unique Model:

Combining Medicine and Technology

COMMERCIALIZING

and

DEVELOPING

Innovative

Products

CHRONIC PAIN

ANTIPSYCHOTIC

INTERNAL/EXTERNAL

Hydrocodone

Without

Acetaminophen

Risperidone

Development

Opportunities

Medicine

Medicine

Technology

Technology

5

CHRONIC PAIN

ANTIPSYCHOTIC

CNS

1st to Develop/Market

Oral, 12-Hour

Extended Release

Hydrocodone without

Acetaminophen

1

st

$16B Market

US Market Unpartnered

Launch March 2014

Subcutaneous

Once-Monthly

Antipsychotic

1

st

$29B+ Market*

Worldwide Market Rights

Phase 1

*12 months ended March 2014 Retail/Institutional $

Symphony Health Systems (SHS) Source®

April 2013 –

March 2014. Pain -

Retail TRx Dollars. Antipsychotic -

Retail and Institution Dollars

DosePro Needle Free

Product For Acute

Migraines And Cluster

Headaches

1

st

$105M Transaction

Sold to Endo

Closed Q2 2014

6

SUMAVEL DosePro®

Transaction

•

Better Call Point Fit

•

Significant Resources for Education   

and Marketing

•

Transfer of New Drug Application

•

Worldwide Product Rights

•

Purchase of Finished Goods Inventory

•

Strengthens Balance Sheet: $85M* in

Cash, $20M in Milestone Payments

•

Ownership of DosePro®

Needle-Free

Delivery System Technology

•

All Manufacturing Assets Upon Which

DosePro®

Is Based

•

Responsibility for Entire DosePro®

Manufacturing Supply Chain

Well Positioned to Optimize

Our Commercial Focus

on Pain Management

* $8.5 million of which in escrow for 12 months for potential indemnification claims

7

Strong Pipeline

PRODUCT/ PROGRAM

Pre-Clinical

Phase

1

1

Phase 2

Phase 3

NDA

Commercial

Status

Zohydro ER

ER Hydrocodone Capsules

For Chronic Pain

Approved October

25 2013

Launched March

3rd 2014

2 AD Formulations

N/A

N/A

•

Targeting Late 2016

RELDAY

Monthly SQ Risperidone

for Schizophrenia

•

MD PK Study in 2H

2014

Undisclosed DosePro CNS Product Candidate(s)

Undisclosed

Pre-IND Mtg Nov.

2013

8

Oral, Extended Release

Oral, Extended Release

Hydrocodone

Hydrocodone

Acetaminophen-Free

Acetaminophen-Free

Hydrocodone Product

Hydrocodone Product

FDA Approved

October 2013

Launched

March 2014

1

st

1

st

9

Zohydro ER Progress

•

1,141 Prescriptions in First Quarter 2014

•

6,423 prescriptions from launch through May 23, 2014

•

>80%, of Prescriptions for Zohydro ER Are for the 30 mg

Strength or Less, as Anticipated

MOMENTUM

EDUCATION/

LEGAL

•

Engaging Local, State and National Officials to Educate on

Medical Need for Zohydro ER

•

U.S. District Court in Massachusetts Prevents

Implementation of MA’s Ban of Zohydro ER on

Constitutional Grounds (April 15)

•

FDA Issues Supportive Documents (Blog Posting, Fact Sheet)

Source Healthcare Analytics, Source® PHAST Prescription Monthly, January – March 2014

Source Healthcare Analytics, Source® PHAST Prescription Weekly, weeks ending January 3, 2014 – May 23, 2014

10

•

Multiple Strengths (10-50 mg)

•

DEA Schedule II Product with Class-Wide REMS

•

Voluntary Initiatives to Support Appropriate Use

•

2 Orange Book Patents with Expiry in Nov 2019

•

Orange Book NP Exclusivity Through Oct 2016

•

Abuse Deterrent (AD) Formulations in Development that May Also Extend Patent Runway

CLINICIANS

•

Prescribe the RIGHT

Dose of Hydrocodone

•

Simplifies Conversion

from Immediate

Release (IR) to

Extended Release (ER)

•

New Option for Opioid

Rotation

PATIENTS

•

Consistent 12-Hour

Delivery

•

Less Frequent Dosing

•

Reduced Risk of

Acetaminophen Toxicity

•

Hydrocodone:

Established Tolerability

Zohydro ER

Established Safety

and Efficacy of

Hydrocodone Molecule

11

Ideal Profile for Chronic Pain Treatment

Zohydro ER vs. Vicodin

CONSISTENT

12 Hour Profile to Prevent

Breakthrough Pain

LOWER

Maximum

Concentration

LESS

Peak to Trough

Variation

Mean Plasma

Concentration

ng/ml

Zohydro ER  20 mg T0

Vicodin 10 mg T0 + T6

12

p < 0.001

p < 0.001

68%

31%

Zohydro ER is an Opioid Agonist, Extended-Release Oral Formulation of Hydrocodone Without

Acetaminophen, for the Management of Pain Severe Enough to Require Daily, Around-the-Clock,

Long-Term Opioid Treatment and for Which Alternative Treatment Options Are Inadequate

Responder Graph and Indication Details

%

Responding

Subjects

Responders

13

Lower Liver Toxicity

1.

Larson AM et al. Acetaminophen-Induced Acute Liver Failure: Results a United States Multicenter, Prospective Study. HEPATOLOGY 2005;42:1364-1372

2.

Michna, E, Duh, MS, Korves, C, Dahl, JL. Removal of opioid/acetaminophen comvination prescription pain medications: assessing the evidence for hepatotoxicity and

consequences of removal of these medications. Pain Medicine. 2010; 11: 369-378.

Acetaminophen

Is

the

Leading

Cause

of

Severe

Liver

Failure

in

This

Country,

Leading to

Liver Transplants or

Even Death

1

63

Percent

of

Unintentional

Acetaminophen

Overdoses

Are

Attributed

to

the

Use

of

Hydrocodone-

Acetaminophen

Combination

Products

2

Acetaminophen

Overdose

Also

Is

a

Leading

Cause

of

Acute

Liver

Failure

in

the

United

States

2

FACT

Zohydro™

ER Is the First and Only

Extended-Release Hydrocodone

Pain Product without Acetaminophen

14

13 Million

ER Opioid TRx Annually

The Market Need

for Extended Release (ER) Hydrocodone

5.0M

6.6M

1.0M

0.2M

ER

Products

Oxycontin

Aviza, Kadian,

Embeda, MS

Contin+

Generic ERs

Opana ER

(Including

Generics)

Exalgo

ER Sales

$2.6B

$1.4B

$528M

$238M

1st

ER

Hydrocodone

Source:  SHS Source®

TRx and retail dollars (April 2013-March 2014). Market comprised of product classes listed

2.4 Million

Patients

The Medical Need

47 Million

*

Patients Take

IR HC/APAP

Meeting the Need in

Opioid Rotation

* FDA analysis of IMS Health Total Patient Tracker data for 2011

(presented at Zohydro ER Advisory Committee, December 2012)

1 Proportion of chronic use patients based upon Ingenix Employer

Solutions claims database, 2006 –

2009 (Rice JB et al, AAPM Meeting, Palm Springs, 2012)

5%

Take It for

Chronic Pain

>90 Days

> 20mg HC/d¹

16

2.4 Million Patients

5%

Penetration

(120,000

Patients)

WAC

Price

per

Day

of

Therapy:

$8.30

Days

per

Month

of

Therapy:

30

#

of

TRx

per

Year:

8

Zohydro ER

Illustrative 5% Market Opportunity

Approximately

$240 Million Gross Revenue

17

Systematic Approach

to Responsible Commercialization

•

Broad, Integrated Educational Resources for

Patients, Physicians and Pharmacists

EDUCATION

EDUCATION

•

Commercial Activity Focused On Selected Physicians

MARKETING

MARKETING

•

Certification of Zogenix Territory Representatives

•

Incentive Compensation Based Exclusively On Achieving

Safe Use Goals

SALES

SALES

•

Surveillance and Monitoring to Detect

Potential Misuse, Abuse and Diversion

MONITORING

MONITORING

•

Distribution of Safe Storage Mechanisms

STORAGE

STORAGE

19

Multiple Educational Resources

for Patients, Prescribers, and Pharmacists

Patient Toolkit

Education and Safe

Storage Offers

Conversion

Guide

HCP Kit

Healthcare

and Provider

Websites

18

Successful Execution: Zohydro ER

Targeting a Significant Footprint

20,000

High Decile ER/LA

Opioid Prescribers

(Top 6 Deciles)

of ER Opioid Market

60%

FOCUS

COMMITMENT

COMPLIANCE

CONTROL

Responsibly Building Adoption for Long-Term Success

Commercial Organization of 190 Employees

19

Modification of

Existing SODAS

Formulation

with Alkermes

•

First Step in AD Zohydro ER

•

Addition of Inert Beads That Form a Viscous Gel

When Crushed and Dissolved in Aqueous Solvents

•

Insufflation and Injection Resistant

Development

of Novel Tablet

Formulation

with Altus

•

Final Step in AD Zohydro ER

•

Hardened Tablet to Avoid Crushing and Chewing

•

Maintains Zohydro ER’s Unique Release Profile

•

Extraction Resistant

•

Insufflation and Injection Resistant

•

Potential extended IP Runway (>2030)

Committed to Developing

Abuse Deterrent (AD) Formulations

TWO

Simultaneous

APPROACHES

20

21

Once-Monthly Risperidone

With A Unique PK Profile,

Available as a Subcutaneous

Injection for Treatment of

Schizophrenia

1

st

Phase 1

Proof of Concept Established

22

•

Highly Concentrated U.S. Market with

11,000 Psychiatrists Prescribing Long-

Acting Injectable Antipsychotics

•

Growing U.S. and EU Market for LAI

Products

•

Risperdal Consta, 100mg/Month

>$1,200 in U.S.

$2.8 Billion Market

in U.S.+ Europe in 2013

Long Acting Injections (LAIs):

A Highly Attractive Market

Source:  Credit Suisse, May 2014

Further Clinical Evidence of Earlier LAI Usage

Will Likely Drive Additional Upside

Note: Includes 2013 WAC $ from SHS JNJ reported ex-U.S. sales.

U.S. LAI Sales (Schizophrenia)

$ Millions

$400M

$1.2B

20%

CAGR

23

Relday Surpasses Current LAI Atypical

Antipsychotics (AA) on Multiple Attributes

KEY ATTRIBUTES FROM

KEY ATTRIBUTES FROM

PHYSICIAN RESEARCH

PHYSICIAN RESEARCH

RISPERDAL

RISPERDAL

CONSTA

CONSTA

(RISPERIDONE)

(RISPERIDONE)

INVEGA

INVEGA

SUSTENNA

SUSTENNA

(PALIPERIDONE)

(PALIPERIDONE)

ZYPREXA

ZYPREXA

RELPREVV

RELPREVV

(OLANZAPINE)

(OLANZAPINE)

ABILIFY

ABILIFY

MAINTENA

MAINTENA

(ARIPIPRAZOLE)

(ARIPIPRAZOLE)

RELDAY

RELDAY

(RISPERIDONE)

(RISPERIDONE)

Therapeutic Levels

on Day 1

×

×

×

×

No Loading Dose/

Oral Supplementation

×

×

×

×

1X Monthly

×

Subcutaneous

×

×

×

×

No Reconstitution

×

×

×

Relday Profile Delivers on Key Features Physicians Want

24

Relday: A Differentiated Product Profile

vs. Available LAIs

Positive Physician Reaction

Higher Relative Rating

7 POINT SCALE: 1 = “WORST”

AND 7 = “BEST”

Relative Rating of Clinical

and Product Merit

PARTICIPANT RATING OF RELDAY PROFILE

Initial Reaction to Relday

RELDAY

4.5

5.7

5.1

Risperdal®

CONSTA®

3.9

4.6

4.2

INVEGA®

SUSTENNA®

3.9

5.0

4.4

Abilify Maintena™

3.9

n/a

3.9

Zyprexa®

Relprevv™

3.6

3.2

3.4

Average

Top-2 Boxes:

61% EU

69% US

EU

US

Source: BioStrategies Group, 2013, N=150 US Physicians, 173 EU Physicians

25

Relday Clinical Program Status

•

Established in the First IND Study

•

Subjects with Schizophrenia (n=40)

•

Pharmacokinetics (PK)

–

Therapeutic Levels within 8 hours of Dosing

–

First Day Levels Consistent with Comparable Oral Dose

–

Duration Consistent with Once-monthly Dosing

–

Dose-Proportionality Across the Entire Therapeutic Range

•

Safety /Tolerability

–

No Unique Safety or Tolerability Issues with SC Dosing

–

Injection Site Reactions Were Mild and Spontaneously Resolved

US PATHWAY

STRATEGY

PROOF OF

PROOF OF

CONCEPT

CONCEPT

•

505(b)(2) NDA Pathway Strategy in USA

26

Relday Clinical Study Design

•

Starts in Q4 2014, ends Q3 2015

•

Initiate Multiple-Dose PK and Safety Study (H2 2014)

•

ROW Partnering With Data (H2 2015)

•

End of Phase II Meeting (Q3/Q4 2015)

•

Begin Phase III Trial (H1 2016)

OVERVIEW

INJECTIONS

TIMING

NEXT STEPS

(Target Dates)

•

Relday Patients Will Receive 4 Injections Over 16 Weeks

•

Consta Patients Will Receive 5 Injections (Required to

Reach Steady-State)

•

Open-Label, PK and Safety, in Patients with Chronic, Stable

Schizophrenia or Schizoaffective Disorder

•

Patients Randomized

into One of Four

Cohorts:

–

Cohort 1: 60 mg Relday (0.5 mL SQ depot injection)

–

Cohort 2: 90 mg Relday (0.75 mL SQ depot injection)

–

Cohort 3: 120 mg Relday (1.0 mL SQ depot injection)

–

Cohort 4: Risperdal

®

Consta

®

(25 mg IM Bi-Weekly Depot Injection)

27

Financial

Highlights

Q1 2014 Net Product Revenue

(Unaudited Sumavel DosePro/service revenue~$7.4m,

Zohydro $286k)

$7.7M

Market Capitalization

(5-16-14   ~139,309,000 Shares)

$290M

Cash Balance

(1)

(Q1 2014 proforma for sale of Sumavel DosePro to Endo)

~$100M

Debt/Royalty

(5-16-2014)

$0M

Common Stock Outstanding

139,539,151

Fully Diluted Shares

(2)

174,449,634

Employees

250

(1)

3/31/14 cash of $51m plus proceeds from sale of Sumavel DosePro minus repayment of royalty obligation

(2)

Fully diluted shares as of 3/31/14 include restricted stock units to purchase 1,325,500 shares, options to purchase 17,861,262 shares and warrants to purchase 15,723,721

shares with weighted average exercise prices of $2.71 and $2.73 respectively.

28

2014 Financial Guidance

Zohydro ER Revenue

No Guidance in Launch Year

Revenue for Manufacturing

and Supply of Sumavel

DosePro for Endo

Low Single Digit Markup to Costs Which Will Be

Recorded as a Component of Cost of Goods Sold

Zohydro ER Gross Margin

Approximately 85% of Net Zohydro ER Revenue

Royalty Expense

Mid Single Digit % of Net Zohydro ER Revenue

Expenses

Includes Research and

Development, Selling, General

and Administrative Expenses

$110 -

$120M

29

Experienced Management Team

INDUSTRY EXPERIENCE

INDUSTRY EXPERIENCE

Roger Hawley*

Chief Executive Officer

27

Glaxo, GSK, Elan, InterMune

Stephen Farr, Ph.D.*

President

21

Aradigm, Cardiff University

Ann Rhoads

Chief Financial Officer

20

Premier, Sprout, DLJ, Bain & Co, Merrill Lynch

R. Scott Shively

Chief Commercial Officer

32

Pfizer, Alpharma, Altana, Endo, Sanofi-Aventis

Bradley Galer, M.D.

Chief Medical Officer

19

Nuvo Research, Endo

*Co-Founders

MANUFACTURING

DEVELOPMENT

COMMERCIALIZATION

History of Successful Execution

30

Zogenix: Where Medicine Meets Technology

DEVELOPING

and

COMMERCIALIZING

Innovative

Products

PROVEN

EXECUTION

RESPONSIBLE

COMMERCIALIZATION

UNIQUE

MODEL

INFRASTRUCTURE

IN PLACE

SIGNIFICANT

MARKETS

CHRONIC PAIN

1

st

INTERNAL/EXTERNAL

DosePro®

Needle-Free

Delivery Platform

ANTIPSYCHOTIC

1

st

1

st