Responsibility

2010 Annual Declaration of Compliance

Based on our good faith understanding of the statutory requirements, Zogenix Inc. believes that its Corporate Compliance Program meets the requirements of Chapter 8, Part 15, Division 104 of the California Health and Safety Code (§§ 119400-119402). Zogenix also believes that it complies with its Corporate Compliance Program in all material respects.

Zogenix’s Compliance policies and procedures are available upon request at any time. If you would like to receive a printed version of this Annual Declaration of Compliance or Zogenix’s Compliance Policies and Procedures, please call 1-866-ZOGENIX (1-866-964-3649) and request a printed copy of Zogenix’s Annual Declaration of Compliance and/or the Compliance Policies and Procedures.

The Office of the Inspector General has recognized in its Compliance Program Guidance for Pharmaceutical Manufacturers, that the implementation of an effective compliance program may not entirely eliminate improper conduct from the operations of a pharmaceutical manufacturer. By making this declaration, Zogenix is not asserting that in all circumstances it can prevent individual employees from conduct that deviates from its policies.  Zogenix expects employees to comply with its Comprehensive Compliance Policies and has made a good faith effort to enforce its Compliance Policies, prevent violations, and address any inappropriate conduct that may occur.

Dated: July 1, 2010