Distributorship Agreement

• Expiration Date: 09 January 2045
• Date: 18 March 2019
• Parties: ZOGENIX, INC. ("Zogenix"), Nippon Shinyaku Company, Ltd. ("Distributor")("Party" and collectively as the "Parties")
• Section: Commercial Contracts

Exhibit 10.2

CERTAIN INFORMATION (INDICATED BY ASTERISKS) HAS BEEN OMITTED FROM THIS DOCUMENT

BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF

PUBLICLY DISCLOSED.

Zogenix Inc.

and

Nippon Shinyaku Company Ltd.

Distributorship Agreement

US-DOCS\105216871.19

Source: ZOGENIX, INC., 10-Q, 5/9/2019

Table of Contents

Article 1. Definitions

Article 2. Grant of Rights

2.1 Grant of Rights to Distributor

2.2 Sub-distribution by Distributor

2.3 Supply of Product for Distributorship

2.4 No Other Rights; Other Limitations

2.5 Non-Compete Covenant

2.6 No Activities Outside the Territory or Field

Article 3. Governance

3.1 Joint Steering Committee

3.2 Expenses

3.3 Alliance Managers

3.4 Scope of Governance

Article 4. Development and Regulatory Activities

4.1 Nonclinical and Clinical Studies and CMC Requirements

4.2 Regulatory Activities

4.3 Distributor’s Right to Use and Reference

4.4 Zogenix’s Right to Use and Reference

4.5 Adverse Event Reporting

4.6 Drug Safety and Pharmacovigilance System including Global Safety Database

4.7 Regulatory Audit

4.8 Use of Subcontractors

4.9 Recalls

4.1 Development Expenses

Article 5. Commercialization; Supply: Trademarks

5.1 Commercialization of the Product.

5.2 Supply

5.3 Trademark Rights

5.4 Commercial Expenses

Article 6. Payments

6.1 Upfront Payment

6.2 Funding to Support Development of The Product

6.3 Regulatory Milestones

6.4 Sales Milestones

6.5 Supply Payments

Article 7. Payments, Books and Records

7.1 Payment Method

i

US-DOCS\105216871.19

Source: ZOGENIX, INC., 10-Q, 5/9/2019

7.2 Currency Conversion

7.3 Taxes

7.4 Records

7.5 Audits

7.6 Late Payments

Article 8. Confidentiality

8.1 Confidential Information

8.2 Exceptions

8.3 Permitted Disclosures

8.4 Confidentiality of this Agreement and its Terms

8.5 Public Announcements

8.6 Publication

8.7 Prior Non-Disclosure Agreements

8.8 Equitable Relief

Article 9. Intellectual Property Ownership and Enforcement

9.1 Ownership of Intellectual Property

9.2 Zogenix Patent Prosecution and Maintenance

9.3 Infringement by Third Parties

9.4 Third Party Intellectual Property Rights

9.5 Patent Term Restoration

9.6 Patent Marking

9.7 Zogenix Trademarks

9.8 Product Trademarks

Article 10. Representations, Warranties and Covenants; Limitation of Liability

10.1 Mutual Representations, Warranties and Covenants

10.2 Representations, Warranties and Covenants of Distributor

10.3 Representations and Warranties of Zogenix

10.4 Disclaimer

10.5 Limitation of Liability

Article 11. Indemnification

11.1 Indemnification of Zogenix

11.2 Indemnification of Distributor

11.3 Procedure

11.4 Insurance

Article 12. Term and Termination

12.1 Term

12.2 Termination

12.3 Rights on Termination

12.4 Exercise of Right to Terminate

12.5 Damages; Relief

12.6 Accrued Obligations; Survival

ii

US-DOCS\105216871.19

Source: ZOGENIX, INC., 10-Q, 5/9/2019