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ARYx Therapeutics, Inc. Sample Contracts

Shares ARYX THERAPEUTICS, INC. COMMON STOCK (PAR VALUE $0.001 PER SHARE) UNDERWRITING AGREEMENT
Underwriting Agreement • October 23rd, 2007 • ARYx Therapeutics, Inc. • Pharmaceutical preparations • New York
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Standard Contracts

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ARYx THERAPEUTICS, INC. and , AS WARRANT AGENT FORM OF COMMON STOCK WARRANT AGREEMENT DATED AS OF
Common Stock Warrant Agreement • May 20th, 2010 • ARYx Therapeutics, Inc. • Pharmaceutical preparations • New York

COMMON STOCK WARRANT AGREEMENT (this “Agreement”), dated as of between ARYx Therapeutics, Inc. , a Delaware corporation (the “Company”) and , a [corporation] [national banking association] organized and existing under the laws of and having a corporate trust office in , as warrant agent (the “Warrant Agent”).

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At Market Issuance Sales Agreement
At Market Issuance Sales Agreement • May 20th, 2010 • ARYx Therapeutics, Inc. • Pharmaceutical preparations • New York

ARYx Therapeutics, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with McNicoll, Lewis & Vlak LLC, a Delaware limited liability company (“MLV”), and Wm Smith & Co., a Colorado corporation (“Wm Smith” and, together with MLV, the “Agents”), as follows:

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INDEMNITY AGREEMENT
Indemnification Agreement • August 30th, 2007 • ARYx Therapeutics, Inc. • Delaware

THIS INDEMNITY AGREEMENT (this “Agreement”) dated as of ___________ _____, 200_, is made by and between ARYX THERAPEUTICS, INC., a Delaware corporation (the “Company”), and _________________ (“Indemnitee”).

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COMMON STOCK PURCHASE AGREEMENT
Common Stock Purchase Agreement • October 8th, 2009 • ARYx Therapeutics, Inc. • Pharmaceutical preparations • Delaware

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of October 6, 2009, is by and between ARYx Therapeutics, Inc., a Delaware corporation (the “Company”), and Commerce Court Small Cap Value Fund, Ltd., a business company incorporated under the laws of the British Virgin Islands (the “Investor”).

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • October 8th, 2009 • ARYx Therapeutics, Inc. • Pharmaceutical preparations • Delaware

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of October 6, 2009, is by and between ARYx Therapeutics, Inc., a Delaware corporation (the “Company”), and Commerce Court Small Cap Value Fund, Ltd., a business company incorporated under the laws of the British Virgin Islands (the “Investor”).

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ARYX THERAPEUTICS WARRANT TO PURCHASE SERIES C PREFERRED STOCK
Warrant Agreement • August 30th, 2007 • ARYx Therapeutics, Inc. • California

THIS CERTIFIES THAT, for value received, Life Science Group, Inc., with its principal office at One Soundshore Drive 2/Fl., Greenwich, CT 06830, or assigns (the “Holder” or “Purchaser”), is entitled to subscribe for and purchase at the Exercise Price (defined below) from ARYx Therapeutics, a California corporation, with its principal office at 2255 Martin Avenue, Suite F, Santa Clara, CA 95050 (the “Company”) up to 34,006 shares of Series C Preferred Stock of the Company (the “Preferred Stock”), as provided herein.

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Contract
Warrant Agreement • March 27th, 2009 • ARYx Therapeutics, Inc. • Pharmaceutical preparations • California

THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AND PURSUANT TO THE PROVISIONS OF ARTICLE 5 BELOW, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAW OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS EXEMPT FROM REGISTRATION.

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Loan and Security Agreement
Loan and Security Agreement • October 23rd, 2007 • ARYx Therapeutics, Inc. • Pharmaceutical preparations • California
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INTELLECTUAL PROPERTY SECURITY AGREEMENT
Intellectual Property Security Agreement • August 16th, 2010 • ARYx Therapeutics, Inc. • Pharmaceutical preparations • California

This Intellectual Property Security Agreement (“Security Agreement”) is made as of August 13, 2010, by and between ARYx Therapeutics, Inc., a Delaware corporation (“Debtor”), and Lighthouse Capital Partners V, L.P. (“Lender”).

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AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT
Employment Agreement • March 27th, 2009 • ARYx Therapeutics, Inc. • Pharmaceutical preparations • California

THIS AMENDMENT NO. 1 (this “Amendment”) to the Employment Agreement by and between Daniel Canafax (“Executive”) and ARYX THERAPEUTICS, INC., a Delaware corporation (the “Company”) dated January 31, 2007 (the “Prior Agreement”), is entered into and effective as of December 19, 2008 (the “Effective Date”). Capitalized terms not herein defined shall have the meanings ascribed to them in the Prior Agreement.

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LOAN AND SECURITY AGREEMENT NO. 8081149
Loan and Security Agreement • March 27th, 2009 • ARYx Therapeutics, Inc. • Pharmaceutical preparations • Virginia

THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of December 31, 2008 (the “Effective Date”) by and between OXFORD FINANCE CORPORATION, a Delaware corporation with its principal place of business located at 133 North Fairfax Street, Alexandria, Virginia 22314 (“Lender”) and ARYx THERAPEUTICS, INC., a Delaware corporation (“Borrower”), provides the terms on which Lender shall lend to Borrower and Borrower shall repay Lender. The parties agree as follows:

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Contract
Preferred Stock Purchase Warrant • August 30th, 2007 • ARYx Therapeutics, Inc. • California

THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD OR TRANSFERRED UNLESS SUCH SALE OR TRANSFER IS IN ACCORDANCE WITH THE REGISTRATION REQUIREMENTS OF SUCH ACT AND APPLICABLE LAWS OR SOME OTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND APPLICABLE LAWS IS AVAILABLE WITH RESPECT THERETO.

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AMENDMENT NO. 6 Dated February 22, 2008 TO that certain Loan and Security Agreement No. 452 dated as of March 28, 2005, as amended (“Agreement”), by and between
Loan and Security Agreement • March 17th, 2008 • ARYx Therapeutics, Inc. • Pharmaceutical preparations
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AMENDMENT NO. 1
Employment Agreement • March 27th, 2009 • ARYx Therapeutics, Inc. • Pharmaceutical preparations • California

THIS AMENDMENT NO. 1 (this “Amendment”) to the Employment Agreement by and between Paul Goddard (“Executive”) and ARYX THERAPEUTICS, INC., a Delaware corporation (the “Company”) dated September 1, 2005 (the “Prior Agreement”), is entered into and effective as of December 19, 2008 (the “Effective Date”). Capitalized terms not herein defined shall have the meanings ascribed to them in the Prior Agreement.

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ARYX THERAPEUTICS AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT October 22, 2007
Investor Rights Agreement • November 5th, 2007 • ARYx Therapeutics, Inc. • Pharmaceutical preparations • California

This Amended and Restated Investor Rights Agreement (the “Agreement”) is entered into as of the 22nd day of October, 2007, by and among Aryx Therapeutics, Inc., a Delaware corporation (the “Company”) and the holders of the Company’s Preferred Stock set forth on Exhibit A hereto (collectively, the “Investors” and each individually an “Investor”).

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ARYX THERAPEUTICS STOCK OPTION AGREEMENT (INCENTIVE STOCK OPTION OR NONSTATUTORY STOCK OPTION)
Stock Option Agreement • August 30th, 2007 • ARYx Therapeutics, Inc.

Pursuant to your Stock Option Grant Notice (“Grant Notice”) and this Stock Option Agreement, ARYX THERAPEUTICS, a California corporation (the “Company”), has granted you an option under its 2001 Equity Incentive Plan (the “Plan”) to purchase the number of shares of the Company’s Common Stock indicated in your Grant Notice at the exercise price indicated in your Grant Notice. Defined terms not explicitly defined in this Stock Option Agreement but defined in the Plan shall have the same definitions as in the Plan.

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Contract
Common Stock Purchase Warrant • October 23rd, 2008 • ARYx Therapeutics, Inc. • Pharmaceutical preparations • California

THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD OR TRANSFERRED UNLESS SUCH SALE OR TRANSFER IS IN ACCORDANCE WITH THE REGISTRATION REQUIREMENTS OF SUCH ACT AND APPLICABLE LAWS OR SOME OTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND APPLICABLE LAWS IS AVAILABLE WITH RESPECT THERETO.

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • November 12th, 2008 • ARYx Therapeutics, Inc. • Pharmaceutical preparations • Delaware

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of the 11th day of November, 2008, by and among (i) ARYx Therapeutics, Inc., a Delaware corporation (the “Company”), (ii) each party listed on Exhibit A attached hereto (collectively, the “Initial Investors” and each individually, an “Initial Investor”), and (iii) each person or entity that subsequently becomes a party to this Agreement pursuant to, and in accordance with, the provisions of Section 14 hereof (collectively, the “Investor Permitted Transferees” and each individually an “Investor Permitted Transferee”).

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Contract
Warrant to Purchase Preferred Stock • August 30th, 2007 • ARYx Therapeutics, Inc. • California

THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED, OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR PURSUANT TO RULE 144 OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE CORPORATION AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED.

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • November 12th, 2008 • ARYx Therapeutics, Inc. • Pharmaceutical preparations • Delaware

This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is dated as of the 11th day of November, 2008 (the “Effective Date”) by and between ARYx Therapeutics, Inc., a Delaware corporation, with its principal office at 6300 Dumbarton Circle, Fremont, California 94555 (the “Company”), and the several purchasers identified in the attached Exhibit A (individually, a “Purchaser” and collectively, the “Purchasers”).

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OPTION AGREEMENT (INCENTIVE STOCK OPTION OR NONSTATUTORY STOCK OPTION)
Option Agreement • October 23rd, 2007 • ARYx Therapeutics, Inc. • Pharmaceutical preparations

Pursuant to your Option Grant Notice (“Grant Notice”) and this Option Agreement, ARYx Therapeutics, Inc. (the “Company”) has granted you an option under its 2007 Equity Incentive Plan (the “Plan”) to purchase the number of shares of the Company’s Common Stock indicated in your Grant Notice at the exercise price indicated in your Grant Notice. Defined terms not explicitly defined in this Option Agreement but defined in the Plan shall have the same definitions as in the Plan.

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LEASE AGREEMENT BETWEEN TRINET ESSENTIAL FACILITIES X, INC., AS LANDLORD, AND ARYX THERAPEUTICS, INC., AS TENANT DATED NOVEMBER 16, 2004 6300 DUMBARTON CIRCLE, FREMONT, CALIFORNIA, 94555
Lease Agreement • August 30th, 2007 • ARYx Therapeutics, Inc. • Maryland

THIS LEASE AGREEMENT (this “Lease”) is entered into as of November 16, 2004 (the “Effective Date”), between TRINET ESSENTIAL FACILITES X, INC., a Maryland corporation (“Landlord”), and ARYX THERAPEUTICS, INC., a California corporation (“Tenant”).

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June 2, 2010 Dr. Peter Milner [Address] Dear Peter:
Separation and Consulting Agreement • June 3rd, 2010 • ARYx Therapeutics, Inc. • Pharmaceutical preparations

This letter sets forth the substance of the separation and consulting agreement (the “Agreement”) that ARYx Therapeutics, Inc. (the “Company”) is offering to you.

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • August 16th, 2010 • ARYx Therapeutics, Inc. • Pharmaceutical preparations • California

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of the 13th day of August, 2010, by and among (i) ARYx Therapeutics, Inc., a Delaware corporation (the “Company”), (ii) each party listed on EXHIBIT A attached hereto (collectively, the “Initial Investors” and each individually, an “Initial Investor”), and (iii) each person or entity that subsequently becomes a party to this Agreement pursuant to, and in accordance with, the provisions of Section 12 hereof (collectively, the “Investor Permitted Transferees” and each individually an “Investor Permitted Transferee”).

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ARYX THERAPEUTICS, INC. SECURED NOTE AND WARRANT PURCHASE AGREEMENT
Secured Note and Warrant Purchase Agreement • August 16th, 2010 • ARYx Therapeutics, Inc. • Pharmaceutical preparations • California

THIS SECURED NOTE AND WARRANT PURCHASE AGREEMENT (the “Agreement”) is made as of the 13th day of August, 2010 (the “Effective Date”) by and among ARYx THERAPEUTICS, INC., a Delaware corporation (the “Company”), and the persons and entities named on the Schedule of Purchasers attached hereto (individually, a “Purchaser” and collectively, the “Purchasers”).

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ARYX THERAPEUTICS, INC. EMPLOYMENT AGREEMENT
Employment Agreement • August 30th, 2007 • ARYx Therapeutics, Inc. • California

THIS EMPLOYMENT AGREEMENT (“Agreement”) is entered into and effective as of September 1, 2005 (the “Signing Date”), by and between Paul Goddard (“Executive”) and ARYX THERAPEUTICS, INC. (the “Company”), a Delaware corporation.

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ARYX THERAPEUTICS, INC. EMPLOYMENT AGREEMENT
Employment Agreement • August 30th, 2007 • ARYx Therapeutics, Inc. • California

THIS EMPLOYMENT AGREEMENT (“Agreement”) is entered into as of July 23, 2002, by and between Pascal Druzgala (“Executive”) and ARYX THERAPEUTICS, INC. (the “Company”), a Delaware corporation.

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AMENDMENT NO. 1
Employment Agreement • March 27th, 2009 • ARYx Therapeutics, Inc. • Pharmaceutical preparations • California

THIS AMENDMENT NO. 1 (this “Amendment”) to the Employment Agreement by and between Pascal Druzgala (“Executive”) and ARYX THERAPEUTICS, INC., a Delaware corporation (the “Company”) dated July 23, 2002 (the “Prior Agreement”), is entered into and effective as of December 19, 2008 (the “Effective Date”). Capitalized terms not herein defined shall have the meanings ascribed to them in the Prior Agreement.

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AMENDMENT TO LICENSE, DEVELOPMENT, AND COMMERCIALIZATION AGREEMENT
License, Development, and Commercialization Agreement • May 13th, 2008 • ARYx Therapeutics, Inc. • Pharmaceutical preparations • Delaware

This Amendment to License, Development, and Commercialization Agreement (the “Amendment”) is entered into this 29th day of February, 2008, (the “Amendment Effective Date”) by and between ARYx Therapeutics, Inc., a Delaware corporation having offices at 6300 Dumbarton Circle, Fremont, CA 94555 (“ARYx”), and Procter & Gamble Pharmaceuticals, Inc., an Ohio corporation having offices at One Procter & Gamble Plaza, Cincinnati, Ohio 45202 (“P&G”).

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AMENDMENT NO. 07 TO LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • October 23rd, 2008 • ARYx Therapeutics, Inc. • Pharmaceutical preparations • California

THIS AMENDMENT NO. 07 (“Amendment”) to that certain Loan and Security Agreement No. 4521 dated March 28, 2005, as amended (the “Agreement”; all capitalized terms not otherwise defined herein are defined in the Agreement), is entered into as of October 17, 2008, by and between LIGHTHOUSE CAPITAL PARTNERS V, L.P. (“Lender”) and ARYX THERAPEUTICS, INC., a Delaware corporation (“Borrower”).

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COMMITMENT TWO WARRANT
Preferred Stock Purchase Warrant • October 23rd, 2007 • ARYx Therapeutics, Inc. • Pharmaceutical preparations • California

THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD OR TRANSFERRED UNLESS SUCH SALE OR TRANSFER IS IN ACCORDANCE WITH THE REGISTRATION REQUIREMENTS OF SUCH ACT AND APPLICABLE LAWS OR SOME OTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND APPLICABLE LAWS IS AVAILABLE WITH RESPECT THERETO.

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INTERCREDITOR AGREEMENT
Intercreditor Agreement • August 16th, 2010 • ARYx Therapeutics, Inc. • Pharmaceutical preparations

This Intercreditor Agreement (this “Agreement”) dated as of August 13, 2010 is between Lighthouse Capital Partners V, L.P., a Delaware limited partnership (“LCP”);”); MPM BioVentures III LP (“MPM III”), MPM BioVentures III QP, LP (“MPM III QP”), MPM BioVentures III GmbH & Co. Beteiligungs KG (“MPM III KG”), MPM BioVentures III Parallel Fund, LP (“MPM III Parallel”), and MPM Asset Management Investors 2002 BVIII LLC (“MPM III 2002”, collectively with MPM III, MPM III QP, MPM III KG, and MPM III Parallel”, “MPM”); Ayer Capital Partners Master Fund, L.P., a Cayman Islands limited partnership (“Ayer Master”), and Ayer Capital Partners Kestrel Fund, LP, a Delaware limited partnership (“Ayer Kerstel”, collectively with Ayer Master, “Ayer”).

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AMENDMENT NO. 1
Employment Agreement • March 27th, 2009 • ARYx Therapeutics, Inc. • Pharmaceutical preparations • California

THIS AMENDMENT NO. 1 (this “Amendment”) to the Employment Agreement by and between Peter G. Milner, M.D. (“Executive”) and ARYX THERAPEUTICS, INC., a Delaware corporation (the “Company”) dated September 30, 2005 (the “Prior Agreement”), is entered into and effective as of December 19, 2008 (the “Effective Date”). Capitalized terms not herein defined shall have the meanings ascribed to them in the Prior Agreement.

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AMENDMENT NO. 08 TO LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • August 16th, 2010 • ARYx Therapeutics, Inc. • Pharmaceutical preparations • California

This AMENDMENT NO. 08 this (“Amendment 08”) is entered into as of August 13, 2010 by LIGHTHOUSE CAPITAL PARTNERS V, L.P. (“Lender”) and ARYx THERAPEUTICS, INC., a Delaware corporation (“Borrower”) with reference to the following:

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