Exhibit No.                                  Description

 1.1(1)           Underwriting Agreement, dated July 24, 2012, by and between
                  Zogenix, Inc. and Stifel, Nicolaus & Company, Incorporated and
                  Wells Fargo Securities, LLC, as representatives of the several
                  underwriters named therein

 4.1              Form of Warrant Agreement by and between Zogenix, Inc. and the
                  American Stock Transfer and Trust Company, LLC

 5.1(1)           Opinion of Latham & Watkins LLP

23.1(1)           Consent of Latham & Watkins LLP (included in Exhibit 5.1)

99.1(1)           Press Release dated July 23, 2012

99.2(1)           Press Release dated July 24, 2012