Common use of Grant of Purchase Option Clause in Contracts

Grant of Purchase Option. (a) Holdings hereby grants to Alexza an exclusive option (the “Purchase Option”) to purchase all, but not less than all, of the outstanding Symphony Allegro Equity Securities owned or hereafter acquired by Holdings, in accordance with the terms of this Agreement. (b) Symphony Allegro hereby covenants and agrees that all Symphony Allegro Equity Securities issued by Symphony Allegro at any time prior to the expiration of the Term (including to Holdings on, prior to, or after the date hereof or to any other Person at any time whatsoever, in all cases prior to the expiration of the Term) shall be subject to a purchase option on the same terms as the Purchase Option (except as provided by the immediately following sentence) and all of the other terms and conditions of this Agreement without any additional action on the part of Alexza or Holdings. Further, to the extent Symphony Allegro shall issue any Symphony Allegro Equity Securities (including any issuance in respect of a transfer of Symphony Allegro Equity Securities by any holder thereof, including Holdings) after the date hereof to any Person (including Holdings) (any issuance of such Symphony Allegro Equity Securities being subject to the prior written consent of Alexza as set forth in Sections 5(c) and 7(b) hereof, as applicable), Symphony Allegro hereby covenants and agrees that it shall cause such Symphony Allegro Equity Securities to be subject to the Purchase Option without the payment of, or any obligation to pay, any additional consideration in respect of such Symphony Allegro Equity Securities by Alexza, Symphony Allegro or any Symphony Allegro Subsidiary to the Person(s) acquiring such subsequently issued Symphony Allegro Equity Securities, the Parties acknowledging and agreeing that the sole consideration payable by Alexza pursuant to this Agreement for all of the outstanding Symphony Allegro Equity Securities now or hereinafter owned by any Person shall be the Purchase Price (as defined in Section 2(b) hereof). (c) Alexza’s right to exercise the Purchase Option granted hereby is subject to the following conditions: (i) The Purchase Option may only be exercised for the purchase of all, and not less than all, of the Symphony Allegro Equity Securities; (ii) The Purchase Option may only be exercised a single time; and (iii) The Purchase Option may be exercised only during the period (the “Purchase Option Period”) commencing on and including December 1, 2007 (the “Purchase Option Commencement Date”) and ending on and including December 1, 2010 (the “Final Termination Date”). [ * ] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

Grant of Purchase Option. (a) Holdings hereby grants to Alexza Isis an exclusive option (the “Purchase Option”) to purchase all, but not less than all, of the outstanding Symphony Allegro GenIsis Equity Securities owned or hereafter hereinafter acquired by Holdings, in accordance with the terms of this Agreement. (b) Symphony Allegro GenIsis hereby covenants and agrees that all Symphony Allegro GenIsis Equity Securities issued by Symphony Allegro GenIsis at any time prior to the expiration of the Term (including to Holdings on, prior to, or after the date hereof or to any other Person at any time whatsoever, in all cases prior to the expiration of the Term) shall be subject to a purchase option on the same terms as the Purchase Option (except as provided by the immediately following sentence) and all of the other terms and conditions of this Agreement without any additional action on the part of Alexza Isis or Holdings. Further, to the extent Symphony Allegro GenIsis shall issue any Symphony Allegro GenIsis Equity Securities (including any issuance in respect of a transfer of Symphony Allegro GenIsis Equity Securities by any holder thereof, including Holdings) after the date hereof to any Person (including Holdings) (any issuance of such Symphony Allegro GenIsis Equity Securities being subject to the prior written consent of Alexza Isis as set forth in Sections 5(c) and 7(b) hereof, as applicable), Symphony Allegro GenIsis hereby covenants and agrees that it shall cause such Symphony Allegro GenIsis Equity Securities to be subject to the Purchase Option without the payment of, or any obligation to pay, any additional consideration in respect of such Symphony Allegro GenIsis Equity Securities by AlexzaIsis, Symphony Allegro GenIsis or any Symphony Allegro GenIsis Subsidiary to the Person(s) acquiring such subsequently issued Symphony Allegro GenIsis Equity Securities, the Parties acknowledging and agreeing that the sole consideration payable by Alexza Isis pursuant to this Agreement for all of the outstanding Symphony Allegro GenIsis Equity Securities now or hereinafter owned by any Person shall be the Purchase Price (as defined in Section 2(b) hereof)Price. (c) Alexza’s Isis’ right to exercise the Purchase Option granted hereby is subject to the following conditions: (i) The Purchase Option may only be exercised for the purchase of all, and not less than all, of the Holdings’ Symphony Allegro GenIsis Equity Securities; (ii) The Purchase Option may only be exercised a single time; and; (iii) The Except as expressly provided in Sections 1(c)(iv) and (v), the Purchase Option may be exercised only during the period (the “Purchase Option Period”) commencing on and including December 1April 7, 2007 (the “Purchase Option Commencement Date”) and ending on and including December 1the earlier of (x) April 7, 2010 (the “Final Termination Date”). [ * , and (y) the 90th calendar day (such 90th calendar day, the “Funds Termination Date”) immediately following the first date (each, a “Balance Sheet Deficiency Date”) on which a notice of an impending Funds Termination Date (a “Funds Termination Notice”) is delivered to Isis in accordance with Section 13 hereof, accompanied by an internally prepared, unaudited, balance sheet of Symphony GenIsis (prepared in accordance with GAAP) stating that the aggregate amount of cash and cash equivalents held by Symphony GenIsis is less than [***] = Certain confidential information contained net of all accrued and unpaid amounts owing by Symphony GenIsis at such time; (iv) In the event that Isis has agreed to share the costs of additional research pursuant to the Research Cost Sharing and Extension Agreement, the Purchase Option Period shall be determined in this document, marked by brackets, is filed accordance with the Securities Research Cost Sharing and Exchange Commission Extension Agreement (for the avoidance of doubt, funds advanced by Isis pursuant to Rule 24b-2 the Research Cost Sharing and Extension Agreement shall not be included in any calculation of the Securities Exchange Act Purchase Price hereunder); and (v) In the event that Holdings terminates the Amended and Restated Research and Development Agreement pursuant to Section 17.2 thereof, Isis shall have five (5) Business Days to notify Holdings of 1934, as amendedits exercise of the Purchase Option under the terms of this Agreement. Such exercise of the Purchase Option by Isis may occur prior to the Purchase Option Commencement Date (an “Early Purchase Option Exercise”).

Grant of Purchase Option. (a) Holdings hereby grants to Alexza an exclusive option (the “Purchase Option”) to purchase all, but not less than all, of the outstanding Symphony Allegro Equity Securities owned or hereafter acquired by Holdings, in accordance with the terms of this Agreement. (b) Symphony Allegro hereby covenants and agrees that all Symphony Allegro Equity Securities issued by Symphony Allegro at any time prior to the expiration of the Term (including to Holdings on, prior to, or after the date hereof or to any other Person at any time whatsoever, in all cases prior to the expiration of the Term) shall be subject to a purchase option on the same terms as the Purchase Option (except as provided by the immediately following sentence) and all of the other terms and conditions of this Agreement without any additional action on the part of Alexza or Holdings. Further, to the extent Symphony Allegro shall issue any Symphony Allegro Equity Securities (including any issuance in respect of a transfer of Symphony Allegro Equity Securities by any holder thereof, including Holdings) after the date hereof to any Person (including Holdings) (any issuance of such Symphony Allegro Equity Securities being subject to the prior written consent of Alexza as set forth in Sections 5(c) and 7(b) hereof, as applicable), Symphony Allegro hereby covenants and agrees that it shall cause such Symphony Allegro Equity Securities to be subject to the Purchase Option without the payment of, or any obligation to pay, any additional consideration in respect of such Symphony Allegro Equity Securities by Alexza, Symphony Allegro or any Symphony Allegro Subsidiary to the Person(s) acquiring such subsequently issued Symphony Allegro Equity Securities, the Parties acknowledging and agreeing that the sole consideration payable by Alexza pursuant to this Agreement for all of the outstanding Symphony Allegro Equity Securities now or hereinafter owned by any Person shall be the Purchase Price (as defined in Section 2(b) hereof). (c) Alexza’s right to exercise the Purchase Option granted hereby is subject to the following conditions: (i) The Purchase Option may only be exercised for the purchase of all, and not less than all, of the Symphony Allegro Equity Securities; (ii) The Purchase Option may only be exercised a single time; and (iii) The Purchase Option may be exercised only during the period (the “Purchase Option Period”) commencing on and including December 1, 2007 (the “Purchase Option Commencement Date”) and ending on and including December 1, 2010 (the “Final Termination Date”). [ * ] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

Grant of Purchase Option. (a) Holdings hereby grants to Alexza the Company an exclusive irrevocable option (the “Purchase Option”) to purchase all, but not less than all, of the outstanding Symphony Allegro Collaboration Equity Securities owned or hereafter acquired by Holdings, in accordance with the terms of this Agreement. (b) The Symphony Allegro Collaboration hereby covenants and agrees that all Symphony Allegro Collaboration Equity Securities issued by the Symphony Allegro Collaboration at any time prior to the expiration of the Term (including to Holdings Holdings, on, prior to, or after the date hereof or to any other Person at any time whatsoever, in all cases prior to the expiration of the Term) shall be subject to a purchase option on the same terms as the Purchase Option (except as provided by the immediately following sentence) and all of the other terms and conditions of this Agreement without any additional action on the part of Alexza the Company or Holdings. FurtherFor the avoidance of doubt, to the extent the Symphony Allegro Collaboration shall issue any Symphony Allegro Collaboration Equity Securities (including any issuance in respect of a transfer of Symphony Allegro Collaboration Equity Securities by any holder thereof, including Holdings) after the date hereof to any Person (including Holdings) (any issuance of such Symphony Allegro Collaboration Equity Securities being subject to the prior written consent of Alexza the Company as set forth in Sections 5(c) and 7(b) hereof, as applicable), the Symphony Allegro Collaboration hereby covenants and agrees that it shall cause such Symphony Allegro Collaboration Equity Securities to be subject to the Purchase Option without the payment of, or any obligation to pay, any additional consideration in respect of such Symphony Allegro Collaboration Equity Securities by Alexzathe Company, the Symphony Allegro Collaboration or any Symphony Allegro Collaboration Subsidiary to the Person(s) acquiring such subsequently issued Symphony Allegro Collaboration Equity Securities, the Parties acknowledging and agreeing that the sole consideration payable by Alexza the Company pursuant to this Agreement for all of the outstanding Symphony Allegro Collaboration Equity Securities now or hereinafter owned by any Person shall be the Purchase Price (as defined in Section 2(b) hereof). (c) AlexzaThe Company’s right to exercise the Purchase Option granted hereby is subject to the following conditions: (i) The Purchase Option may only be exercised for the purchase of all, and not less than all, of the Symphony Allegro Collaboration Equity Securities; (ii) The Purchase Option may only be exercised a single time; and (iii) The Purchase Option may be exercised only during on the period (the “Purchase Option Period”) commencing on and including December 1, 2007 (the “Purchase Option Commencement Date”) and ending on and including December 1, 2010 (the “Final Termination Date”). [ * ] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amendeddate hereof.

Grant of Purchase Option. (a) Holdings hereby grants to Alexza Lexicon an exclusive option (the “Purchase Option”) to purchase all, but not less than all, of the outstanding Symphony Allegro Icon Equity Securities owned or hereafter hereinafter acquired by Holdings, in accordance with the terms of this Agreement. (b) Symphony Allegro Icon hereby covenants and agrees that all Symphony Allegro Icon Equity Securities issued by Symphony Allegro Icon at any time prior to the expiration of the Term (including to Holdings Holdings, on, prior to, or after the date hereof or to any other Person at any time whatsoever, in all cases prior to the expiration of the Term) shall be subject to a purchase option on the same terms as the Purchase Option (except as provided by the immediately following sentence) and all of the other terms and conditions of this Agreement without any additional action on the part of Alexza Lexicon or Holdings. Further, to the extent Symphony Allegro Icon shall issue any Symphony Allegro Icon Equity Securities (including any issuance in respect of a transfer of Symphony Allegro Icon Equity Securities by any holder thereof, including Holdings) after the date hereof to any Person (including Holdings) (any issuance of such Symphony Allegro Icon Equity Securities being subject to the prior written consent of Alexza Lexicon as set forth in Sections 5(c) and 7(b) hereof, as applicable), Symphony Allegro Icon hereby covenants and agrees that it shall cause such Symphony Allegro Icon Equity Securities to be subject to the Purchase Option without the payment of, or any obligation to pay, any additional consideration in respect of such Symphony Allegro Icon Equity Securities by AlexzaLexicon, Symphony Allegro Icon or any Symphony Allegro Icon Subsidiary to the Person(s) acquiring such subsequently issued Symphony Allegro Icon Equity Securities, the Parties acknowledging and agreeing that the sole consideration payable by Alexza Lexicon pursuant to this Agreement for all of the outstanding Symphony Allegro Icon Equity Securities now or hereinafter owned by any Person shall be the Purchase Price (as defined in Section 2(b) hereof). (c) AlexzaLexicon’s right to exercise the Purchase Option granted hereby is subject to the following conditions: (i) The Purchase Option may only be exercised for the purchase of all, and not less than all, of the Symphony Allegro Icon Equity Securities; (ii) The Purchase Option may only be exercised a single time; and; (iii) The Except as expressly provided in Sections 1(c)(iv) and (v), the Purchase Option may be exercised only during the period (the “Purchase Option Period”) commencing on and including December 1June 15, 2007 2008 (the “Purchase Option Commencement Date”) and ending on and including December 1the earliest of (x) June 15, 2010 2011 (the “Final Termination Date”). [ * , (y) the [**] = Certain confidential information contained (such [**], the “Funds Termination Date”) immediately following the first date (each, a “Balance Sheet Deficiency Date”) on which a notice of an impending Funds Termination Date (a “Funds Termination Notice”) is delivered to Lexicon by Holdings or Symphony Icon in this documentaccordance with Section 13 hereof, marked accompanied by bracketsan internally prepared, unaudited, balance sheet of Symphony Icon (prepared in accordance with GAAP) stating that the working capital of Symphony Icon is filed less than the Balance Sheet Deficiency Threshold at such time (any such event, a “Balance Sheet Deficiency”), and (z) the [**] immediately following the first date on which Symphony Icon notifies Lexicon that all Programs have been discontinued pursuant to Section 4.2(c) of the Amended and Restated Research and Development Agreement; (iv) In the event that Lexicon has agreed to share the costs of additional research pursuant to Section 3 of the Research Cost Sharing, Payment and Extension Agreement, the Purchase Option Period shall be determined in accordance with the Securities Research Cost Sharing, Payment and Exchange Commission Extension Agreement (for the avoidance of doubt, amounts transferred by Lexicon pursuant to Rule 24b-2 the Research Cost Sharing, Payment and Extension Agreement shall not be included in any calculation of the Securities Exchange Act Purchase Price hereunder); and (v) In the event that Symphony Icon terminates the Amended and Restated Research and Development Agreement pursuant to Section 17.2 thereof, Lexicon shall have [**] to notify Holdings of 1934, as amendedits exercise of the Purchase Option under the terms of this Agreement. Such exercise of the Purchase Option by Lexicon may occur prior to the Purchase Option Commencement Date (an “Early Purchase Option Exercise”).

Grant of Purchase Option. (a) Holdings hereby grants to Alexza Dynavax an exclusive option (the “Purchase Option”) to purchase all, but not less than all, of the outstanding Symphony Allegro Dynamo Equity Securities owned or hereafter acquired by Holdings, in accordance with the terms of this Agreement. (b) Symphony Allegro Dynamo hereby covenants and agrees that all Symphony Allegro Dynamo Equity Securities issued by Symphony Allegro Dynamo at any time prior to the expiration of the Term (including to Holdings on, prior to, or after the date hereof or to any other Person at any time whatsoever, in all cases prior to the expiration of the Term) shall be subject to a purchase option on the same terms as the Purchase Option (except as provided by the immediately following sentence) and all of the other terms and conditions of this Agreement without any additional action on the part of Alexza Dynavax or Holdings. Further, to the extent Symphony Allegro Dynamo shall issue any Symphony Allegro Dynamo Equity Securities (including any issuance in respect of a transfer of Symphony Allegro Dynamo Equity Securities by any holder thereof, including Holdings) after the date hereof to any Person (including Holdings) (any issuance of such Symphony Allegro Dynamo Equity Securities being subject to the prior written consent of Alexza Dynavax as set forth in Sections 5(c) and 7(b) hereof, as applicable), Symphony Allegro Dynamo hereby covenants and agrees that it shall cause such Symphony Allegro Dynamo Equity Securities to be subject to the Purchase Option without the payment of, or any obligation to pay, any additional consideration in respect of such Symphony Allegro Dynamo Equity Securities by AlexzaDynavax, Symphony Allegro Dynamo or any Symphony Allegro Dynamo Subsidiary to the Person(s) acquiring such subsequently issued Symphony Allegro Dynamo Equity Securities, the Parties acknowledging and agreeing that the sole consideration payable by Alexza Dynavax pursuant to this Agreement for all of the outstanding Symphony Allegro Dynamo Equity Securities now or hereinafter owned by any Person shall be the Purchase Price (as defined in Section 2(b) hereof)Price. (c) AlexzaDynavax’s right to exercise the Purchase Option granted hereby is subject to the following conditions: (i) The Purchase Option may only be exercised for the purchase of all, and not less than all, of the Holdings’ Symphony Allegro Dynamo Equity Securities; (ii) The Purchase Option may only be exercised a single time; and (iii) The Purchase Option may be exercised only during on the period (the “Purchase Option Period”) commencing on and including December 1, 2007 (the “Purchase Option Commencement Date”) and ending on and including December 1, 2010 (the “Final Termination Date”). [ * ] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amendeddate hereof.

Grant of Purchase Option. (a) Holdings hereby grants to Alexza Dynavax an exclusive option (the “Purchase Option”) to purchase all, but not less than all, of the outstanding Symphony Allegro Dynamo Equity Securities owned or hereafter hereinafter acquired by Holdings, in accordance with the terms of this Agreement. (b) Symphony Allegro Dynamo hereby covenants and agrees that all Symphony Allegro Dynamo Equity Securities issued by Symphony Allegro Dynamo at any time prior to the expiration of the Term (including to Holdings on, prior to, or after the date hereof or to any other Person at any time whatsoever, in all cases prior to the expiration of the Term) shall be subject to a purchase option on the same terms as the Purchase Option (except as provided by the immediately following sentence) and all of the other terms and conditions of this Agreement without any additional action on the part of Alexza Dynavax or Holdings. Further, to the extent Symphony Allegro Dynamo shall issue any Symphony Allegro Dynamo Equity Securities (including any issuance in respect of a transfer of Symphony Allegro Dynamo Equity Securities by any holder thereof, including Holdings) after the date hereof to any Person (including Holdings) (any issuance of such Symphony Allegro Dynamo Equity Securities being subject to the prior written consent of Alexza Dynavax as set forth in Sections 5(c) and 7(b) hereof, as applicable), Symphony Allegro Dynamo hereby covenants and agrees that it shall cause such Symphony Allegro Dynamo Equity Securities to be subject to the Purchase Option without the payment of, or any obligation to pay, any additional consideration in respect of such Symphony Allegro Dynamo Equity Securities by AlexzaDynavax, Symphony Allegro Dynamo or any Symphony Allegro Dynamo Subsidiary to the Person(s) acquiring such subsequently issued Symphony Allegro Dynamo Equity Securities, the Parties acknowledging and agreeing that the sole consideration payable by Alexza Dynavax pursuant to this Agreement for all of the outstanding Symphony Allegro Dynamo Equity Securities now or hereinafter owned by any Person shall be the Purchase Price (as defined in Section 2(b) hereof)Price. (c) AlexzaDynavax’s right to exercise the Purchase Option granted hereby is subject to the following conditions: (i) The Purchase Option may only be exercised for the purchase of all, and not less than all, of the Holdings’ Symphony Allegro Dynamo Equity Securities; (ii) The Purchase Option may only be exercised a single time; and; (iii) The Except as expressly provided in Section 1(c)(iv), the Purchase Option may be exercised only during the period (the “Purchase Option Period”) commencing on and including December 1April 18, 2007 2007, (the “Purchase Option Commencement Date”) and ending on and including December 1the earlier of (x) April 18, 2010 2011 and (y) the “Final Termination Date”). [ * ] day immediately following the first date on which an internally prepared, unaudited, balance sheet of Symphony Dynamo (prepared in accordance with GAAP) is delivered to Dynavax stating that the aggregate amount of (A) cash and cash equivalents held by Symphony Dynamo and (B) [ * ] = Certain confidential information contained 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. cash that will be received in this document, marked connection with a pending Funding Notice provided by brackets, is filed with Holdings to the Securities and Exchange Commission Investors pursuant to Rule 24b-2 the Funding Agreement is less than [ * ]; and (iv) In the event that Holdings terminates the Amended and Restated Research and Development Agreement pursuant to Section 17.2 thereof, Dynavax [ * ] to notify Holdings of its exercise of the Securities Exchange Act Purchase Option under the terms of 1934, as amendedthis Agreement. Such exercise of the Purchase Option by Dynavax may occur prior to the Purchase Option Commencement Date (an “Early Purchase Option Exercise”).

Grant of Purchase Option. (a) Holdings hereby grants to Alexza Guilford an exclusive option (the “Purchase Option”) to purchase all, but not less than all, of the outstanding Symphony Allegro SNDC Equity Securities owned owned, or hereafter acquired hereinafter acquired, by Holdings, Holdings in accordance with the terms of this Agreement. (b) Symphony Allegro SNDC hereby covenants and agrees that all Symphony Allegro SNDC Equity Securities issued by Symphony Allegro SNDC at any time prior to the expiration of the Term Purchase Option Period (including to Holdings on, prior to, or after the date hereof or to any other Person at any time whatsoever, in all cases prior to the expiration of the TermPurchase Option Period) shall be subject to a purchase option on the same terms as the Purchase Option (except as provided by the immediately following sentence) and all of the other terms and conditions of this Agreement without any additional action on the part of Alexza Guilford or Holdings. Further, to the extent Symphony Allegro SNDC shall issue any Symphony Allegro SNDC Equity Securities (including any issuance in respect of a transfer of Symphony Allegro SNDC Equity Securities by any holder thereof, including Holdings) after the date hereof to any Person (including Holdings) (any issuance of such Symphony Allegro SNDC Equity Securities being subject to the prior written consent of Alexza Guilford as set forth in Sections 5(c6(c) and 7(b8(b) hereof, as applicable), Symphony Allegro SNDC hereby covenants and agrees that it shall cause such Symphony Allegro SNDC Equity Securities to be subject to the Purchase Option without the payment of, or any obligation to pay, any additional consideration in respect of such Symphony Allegro SNDC Equity Securities by AlexzaGuilford, Symphony Allegro SNDC or any Symphony Allegro SNDC Subsidiary to the Person(s) acquiring such subsequently issued Symphony Allegro SNDC Equity Securities, the Parties acknowledging and agreeing that the sole consideration payable by Alexza pursuant to this Agreement Guilford for all of the outstanding Symphony Allegro SNDC Equity Securities now or hereinafter owned by any Person shall be the Purchase Price (as defined in Section 2(b) hereof)Price. (c) AlexzaGuilford’s right to exercise the Purchase Option granted hereby is subject to the following conditions: (i) The Purchase Option may only be exercised for the purchase of all, and not less than all, of the Symphony Allegro Holdings’ SNDC Equity Securities; (ii) The Purchase Option may only be exercised a single time; and (iii) The Purchase Option may be exercised only during the period (the “Purchase Option Period”) commencing on and including December April 1, 2007 (the “Purchase Option Commencement Date”) 2005 and ending on and including December 1the earlier of (i) March 31, 2010 2007 and (ii) the “Final Termination Date”). [ * ] = Certain confidential information contained 90th calendar day immediately following the first date on which a balance sheet of SNDC (prepared in this document, marked accordance with GAAP) is delivered to Guilford stating that the amount of cash and cash equivalents held by brackets, SNDC is filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amendedless than $2,000,000.

Grant of Purchase Option. (a) Holdings hereby grants to Alexza the Company an exclusive irrevocable option (the “Purchase Option”) to purchase all, but not less than all, of the outstanding Symphony Allegro Collaboration Equity Securities owned or hereafter hereinafter acquired by Holdings, in accordance with the terms of this Agreement. (b) The Symphony Allegro Collaboration hereby covenants and agrees that all Symphony Allegro Collaboration Equity Securities issued by the Symphony Allegro Collaboration at any time prior to the expiration of the Term (including to Holdings Holdings, on, prior to, or after the date hereof or to any other Person at any time whatsoever, in all cases prior to the expiration of the Term) shall be subject to a purchase option on the same terms as the Purchase Option (except as provided by the immediately following sentence) and all of the other terms and conditions of this Agreement without any additional action on the part of Alexza the Company or Holdings. FurtherFor the avoidance of doubt, to the extent the Symphony Allegro Collaboration shall issue any Symphony Allegro Collaboration Equity Securities (including any issuance in respect of a transfer of Symphony Allegro Collaboration Equity Securities by any holder thereof, including Holdings) after the date hereof to any Person (including Holdings) (any issuance of such Symphony Allegro Collaboration Equity Securities being subject to the prior written consent of Alexza the Company as set forth in Sections 5(c) and 7(b) hereof, as applicable), the Symphony Allegro Collaboration hereby covenants and agrees that it shall cause such Symphony Allegro Collaboration Equity Securities to be subject to the Purchase Option without the payment of, or any obligation to pay, any additional consideration in respect of such Symphony Allegro Collaboration Equity Securities by Alexzathe Company, the Symphony Allegro Collaboration or any Symphony Allegro Collaboration Subsidiary to the Person(s) acquiring such subsequently issued Symphony Allegro Collaboration Equity Securities, the Parties acknowledging and agreeing that the sole consideration payable by Alexza the Company pursuant to this Agreement for all of the outstanding Symphony Allegro Collaboration Equity Securities now or hereinafter owned by any Person shall be the Purchase Price (as defined in Section 2(b) hereof). (c) AlexzaThe Company’s right to exercise the Purchase Option granted hereby is subject to the following conditions: (i) The Purchase Option may only be exercised for the purchase of all, and not less than all, of the Symphony Allegro Collaboration Equity Securities; (ii) The Purchase Option may only be exercised a single time; and; (iii) The Except as expressly provided in Section 1(c)(iv), the Purchase Option may be exercised only during the period (the “Purchase Option Period”) commencing on and including December 1, 2007 the first day following the first anniversary of the Closing Date (the “Purchase Option Commencement Date”) and ending on and including December 1the earliest of (x) March 31, 2010 2012 (the “Final Termination Date”). [ * ] = Certain confidential information contained , (y) the 40th calendar day (such 40th calendar day, the “Funds Termination Date”) immediately following the date (the “Balance Sheet Deficiency Date”) on which a notice that an impending Funds Termination Date may occur as a result of such Balance Sheet Deficiency Date (the “Funds Termination Notice”) is delivered to the Company by Holdings or the Symphony Collaboration in this documentaccordance with Section 13 hereof, marked accompanied by bracketsan internally prepared, unaudited balance sheet of the Symphony Collaboration (prepared in accordance with GAAP (except for the absence of footnotes)) stating that the working capital of the Symphony Collaboration is filed with less than the Securities and Exchange Commission Balance Sheet Deficiency Threshold at such time (the “Balance Sheet Deficiency”); provided, that, notwithstanding the foregoing to the contrary, if the Additional Holdings Funding, a contribution by the Company pursuant to Rule 24b-2 the Optional Company Funding or the Company Payment Amount shall have been paid to the Symphony Collaboration, the Funds Termination Date shall be the 30th calendar day immediately following the next occurrence of a Balance Sheet Deficiency Date, and (z) the date on which both Programs have been discontinued pursuant to Section 4.2(c) of the Securities Exchange Act Amended and Restated Research and Development Agreement. (iv) In the event that the Symphony Collaboration terminates the Amended and Restated Research and Development Agreement pursuant to Section 17.2 thereof, the Company shall have five (5) Business Days to notify Holdings of 1934, as amendedits exercise of the Purchase Option under the terms of this Agreement.

Grant of Purchase Option. (a) Holdings hereby grants to Alexza an exclusive option (the “Purchase Option”) to purchase all, but not less than all, of the outstanding Symphony Allegro Equity Securities owned or hereafter hereinafter acquired by Holdings, in accordance with the terms of this Agreement. (b) Symphony Allegro hereby covenants and agrees that all Symphony Allegro Equity Securities issued by Symphony Allegro at any time prior to the expiration of the Term (including to Holdings on, prior to, or after the date hereof or to any other Person at any time whatsoever, in all cases prior to the expiration of the Term) shall be subject to a purchase option on the same terms as the Purchase Option (except as provided by the immediately following sentence) and all of the other terms and conditions of this Agreement without any additional action on the part of Alexza or Holdings. Further, to the extent Symphony Allegro shall issue any Symphony Allegro Equity Securities (including any issuance in respect of a transfer of Symphony Allegro Equity Securities by any holder thereof, including Holdings) after the date hereof to any Person (including Holdings) (any issuance of such Symphony Allegro Equity Securities being subject to the prior written consent of Alexza as set forth in Sections 5(c) and 7(b) hereof, as applicable), Symphony Allegro hereby covenants and agrees that it shall cause such Symphony Allegro Equity Securities to be subject to the Purchase Option without the payment of, or any obligation to pay, any additional consideration in respect of such Symphony Allegro Equity Securities by Alexza, Symphony Allegro or any Symphony Allegro Subsidiary to the Person(s) acquiring such subsequently issued Symphony Allegro Equity Securities, the Parties acknowledging and agreeing that the sole consideration payable by Alexza pursuant to this Agreement for all of the outstanding Symphony Allegro Equity Securities now or hereinafter owned by any Person shall be the Purchase Price (as defined in Section 2(b) hereof). (c) Alexza’s right to exercise the Purchase Option granted hereby is subject to the following conditions: (i) The Purchase Option may only be exercised for the purchase of all, and not less than all, of the Symphony Allegro Equity Securities; (ii) The Purchase Option may only be exercised a single time; and; (iii) The Except as expressly provided in Sections 1(c)(iv) and (v), the Purchase Option may be exercised only during the period (the “Purchase Option Period”) commencing on and including December 1, 2007 (the “Purchase Option Commencement Date”) and ending on and including the earlier of (x) December 1, 2010 (the “Final Termination Date”). , and (y) the [ * ] calendar day (such [ * ] calendar day, the [*] = Certain confidential information contained in this document, marked by brackets, is 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. “Funds Termination Date”) immediately following the first date (each, a “Balance Sheet Deficiency Date”) on which a notice of an impending Funds Termination Date (a “Funds Termination Notice”) is delivered to Alexza by Holdings or Symphony Allegro in accordance with Section 13 hereof, accompanied by an internally prepared, unaudited, balance sheet of Symphony Allegro (prepared in accordance with GAAP) stating that the working capital of Symphony Allegro is less than the Balance Sheet Deficiency Threshold at such time (any such event, a “Balance Sheet Deficiency”); (iv) In the event that Alexza has agreed to share the costs of additional research pursuant to the Research Cost Sharing and Extension Agreement, the Purchase Option Period shall be determined in accordance with the Research Cost Sharing and Extension Agreement (for the avoidance of doubt, amounts transferred by Alexza pursuant to the Research Cost Sharing and Extension Agreement shall not be included in any calculation of the Purchase Price hereunder); and (v) In the event that Symphony Allegro terminates the Amended and Restated Research and Development Agreement pursuant to Section 17.2 thereof, Alexza shall have [ * ] to notify Holdings of its exercise of the Purchase Option under the terms of this Agreement. Such exercise of the Purchase Option by Alexza may occur prior to the Purchase Option Commencement Date (an “Early Purchase Option Exercise”).

Grant of Purchase Option. (a) Holdings hereby grants to Alexza Exelixis an exclusive option (the “Purchase Option”) to purchase all, but not less than all, of the outstanding Symphony Allegro Evolution Equity Securities owned or hereafter hereinafter acquired by Holdings, in accordance with the terms of this Agreement. (b) Symphony Allegro Evolution hereby covenants and agrees that all Symphony Allegro Evolution Equity Securities issued by Symphony Allegro Evolution at any time prior to the expiration of the Term (including to Holdings on, prior to, or after the date hereof or to any other Person at any time whatsoever, in all cases prior to the expiration of the Term) shall be subject to a purchase option on the same terms as the Purchase Option (except as provided by the immediately following sentence) and all of the other terms and conditions of this Agreement without any additional action on the part of Alexza Exelixis or Holdings. Further, to the extent Symphony Allegro Evolution shall issue any Symphony Allegro Evolution Equity Securities (including any issuance in respect of a transfer of Symphony Allegro Evolution Equity Securities by any holder thereof, including Holdings) after the date hereof to any Person (including Holdings) (any issuance of such Symphony Allegro Evolution Equity Securities being subject to the prior written consent of Alexza Exelixis as set forth in Sections 5(c) and 7(b) hereof, as applicable), Symphony Allegro Evolution hereby covenants and agrees that it shall cause such Symphony Allegro Evolution Equity Securities to be subject to the Purchase Option without the payment of, or any obligation to pay, any additional consideration in respect of such Symphony Allegro Evolution Equity Securities by AlexzaExelixis, Symphony Allegro Evolution or any Symphony Allegro Evolution Subsidiary to the Person(s) acquiring such subsequently issued Symphony Allegro Evolution Equity Securities, the Parties acknowledging and agreeing that the sole consideration payable by Alexza pursuant to this Agreement Exelixis for all of the outstanding Symphony Allegro Evolution Equity Securities now or hereinafter owned by any Person shall be the Purchase Price (as defined in Section 2(b) hereof)Price. (c) Alexza’s Exelixis’ right to exercise the Purchase Option granted hereby is subject to the following conditions: (i) The Purchase Option may only be exercised for the purchase of all, and not less than all, of the Holdings’ Symphony Allegro Evolution Equity Securities; (ii) The Purchase Option may only be exercised a single time; and[ * ] = 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. (iii) The Except as provided in Sections 1(c)(iv) and (v) below, the Purchase Option may be exercised only during the period (the “Purchase Option Period”) commencing on and including December 1June 9, 2007 2006, 2006 (the “Purchase Option Commencement Date”) and ending on and including December 1the earlier of (x), 2010 June 9, 2009 the (the “Final Termination Date”). [ * ] = Certain confidential information contained , and (y) the 90th calendar day (such 90th calendar day, the “Funds Termination Date”) immediately following the first date (each, a “Balance Sheet Deficiency Date”) on which an internally prepared, unaudited, balance sheet of Symphony Evolution (prepared in this documentaccordance with GAAP) is delivered to Exelixis stating that the aggregate amount of (A) cash and cash equivalents held by Symphony Evolution and (B) cash that will be received in connection with a pending Funding Notice provided by Holdings to the Investors pursuant to the Funding Agreement is less than $5,000,000 (unless extended in accordance with Section 1(c)(iv); (iv) In the event that Exelixis has agreed to share the costs of additional research pursuant to the Research Cost Sharing and Extension Agreement (the “RCSEA”), marked by brackets, is filed the Purchase Option Period shall be determined in accordance with the Securities and Exchange Commission RCSEA (for the avoidance of doubt, funds advanced by Exelixis pursuant to Rule 24b-2 the RCSEA shall not be included in any calculation of the Securities Exchange Act Purchase Price hereunder); and (v) In the event that Holdings terminates the Amended and Restated Research and Development Agreement following a material breach thereof by Exelixis (as provided in Section 17.2 of 1934the Amended and Restated Research Agreement), as amendedExelixis shall have thirty (30) days in which to decide if it wishes to exercise the Purchase Option hereunder. Such exercise of the Purchase Option shall be effected in accordance with the terms of this Agreement, except that such exercise may occur prior to the Purchase Option Commencement Date (an “Early Purchase Option Exercise”).

Grant of Purchase Option. (a) Holdings hereby grants to Alexza Dynavax an exclusive option (the “Purchase Option”) to purchase all, but not less than all, of the outstanding Symphony Allegro Dynamo Equity Securities owned or hereafter acquired by Holdings, in accordance with the terms of this Agreement. (b) Symphony Allegro Dynamo hereby covenants and agrees that all Symphony Allegro Dynamo Equity Securities issued by Symphony Allegro Dynamo at any time prior to the expiration of the Term (including to Holdings on, prior to, or after the date hereof or to any other Person at any time whatsoever, in all cases prior to the expiration of the Term) shall be subject to a purchase option on the same terms as the Purchase Option (except as provided by the immediately following sentence) and all of the other terms and conditions of this Agreement without any additional action on the part of Alexza Dynavax or Holdings. Further, to the extent Symphony Allegro Dynamo shall issue any Symphony Allegro Dynamo Equity Securities (including any issuance in respect of a transfer of Symphony Allegro Dynamo Equity Securities by any holder thereof, including Holdings) after the date hereof to any Person (including Holdings) (any issuance of such Symphony Allegro Dynamo Equity Securities being subject to the prior written consent of Alexza Dynavax as set forth in Sections 5(c) and 7(band7(b) hereof, as applicable), Symphony Allegro Dynamo hereby covenants and agrees that it shall cause such Symphony Allegro Dynamo Equity Securities to be subject to the Purchase Option without the payment of, or any obligation to pay, any additional consideration in respect of such Symphony Allegro Dynamo Equity Securities by AlexzaDynavax, Symphony Allegro Dynamo or any Symphony Allegro Dynamo Subsidiary to the Person(s) acquiring such subsequently issued Symphony Allegro Dynamo Equity Securities, the Parties acknowledging and agreeing that the sole consideration payable by Alexza Dynavax pursuant to this Agreement for all of the outstanding Symphony Allegro Dynamo Equity Securities now or hereinafter owned by any Person shall be the Purchase Price (as defined in Section 2(b) hereof)Price. (c) AlexzaDynavax’s right to exercise the Purchase Option granted hereby is subject to the following conditions: (i) The Purchase Option may only be exercised for the purchase of all, and not less than all, of the Holdings’ Symphony Allegro Dynamo Equity Securities; (ii) The Purchase Option may only be exercised a single time; and (iii) The Purchase Option may be exercised only during on the period (the “Purchase Option Period”) commencing on and including December 1, 2007 (the “Purchase Option Commencement Date”) and ending on and including December 1, 2010 (the “Final Termination Date”). [ * ] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amendeddate hereof.