CHANGE IN CONTROL AGREEMENTChange in Control Agreement • November 19th, 2010 • Tranzyme Inc • North Carolina
THIS CHANGE IN CONTROL AGREEMENT (the "Agreement"), is effective as of June 13, 2008 (the "Effective Date") by and between TRANZYME, INC., a Delaware corporation (the "Company"), and VIPIN K. GARG (the "Executive"), an individual residing in Cary, North Carolina.
QuickLinks -- Click here to rapidly navigate through this documentWarrant Agreement • November 19th, 2010 • Tranzyme Inc • Delaware
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.
QuickLinks -- Click here to rapidly navigate through this documentWarrant Agreement • November 19th, 2010 • Tranzyme Inc • Delaware
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.
LICENSE AGREEMENTLicense Agreement • November 19th, 2010 • Tranzyme Inc • New York
This LICENSE AGREEMENT (the “Agreement”) is entered into on June 11, 2010 (the “Effective Date”) between TRANZYME, INC., a Delaware corporation, with its principal place of business at 4819 Emperor Blvd, Suite 400, Durham, NC 27703 (“Tranzyme”), and NORGINE B.V., a limited liability company under the laws of the Netherlands, with its principal offices at Hogehilweg 7, 1101 CA Amsterdam ZO, The Netherlands (“Norgine”). Tranzyme and Norgine are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
STRATEGIC COLLABORATION AGREEMENT by and between TRANZYME, INC. and BRISTOL- MYERS SQUIBB COMPANY December 4, 2009Strategic Collaboration Agreement • November 19th, 2010 • Tranzyme Inc • New York
This Strategic Collaboration Agreement (this "Agreement"), dated as of December 4, 2009 (the "Effective Date"), is made by and between Tranzyme, Inc., a Delaware corporation with a place of business at 4819 Emperor Boulevard, Suite 400, Durham, North Carolina 27703 ("Tranzyme"), and Bristol-Myers Squibb Company, a Delaware corporation with a place of business at Route 206 & Province Line Road, Princeton, NJ 08543-4000 USA (together with its Affiliates, "BMS"). Each of Tranzyme and BMS may be referred to herein as a "Party" or together as the "Parties."
FOURTH AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 19th, 2010 • Tranzyme Inc • Delaware
THIS FOURTH AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this "Agreement") is made as of the 12th day of May, 2005, by and among Tranzyme, Inc., a Delaware corporation (the "Company"), and each of the current investors listed on Schedule A hereto (each such Investor being referred to in this Agreement as an "Investor").
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • November 19th, 2010 • Tranzyme Inc • Quebec
THIS LOAN AND SECURITY AGREEMENT (this "Agreement") dated as of September 30, 2010 (the "Effective Date") among (i) TRANZYME, INC., a Delaware corporation ("Tranzyme"), (ii) TRANZYME PHARMA INC., a Canadian corporation ("Tranzyme-Canada") (Tranzyme and Tranzyme-Canada are referred to herein individually and collectively, jointly and severally, solidarily, as "Borrower"), (iii) COMPASS HORIZON FUNDING COMPANY LLC, a Delaware limited liability company, as a Lender ("Horizon"), (iv) OXFORD FINANCE CORPORATION, a Delaware corporation , as a Lender ("Oxford") (Horizon, Oxford and each of the other "Lenders" from time to time a party hereto are referred to herein collectively as the "Lenders" and each individually as a "Lender"); and (v) OXFORD FINANCE CORPORATION, a Delaware corporation, as agent for the Lenders (in such capacity, "Collateral Agent"), provides the terms on which the Lenders shall lend to Borrower and Borrower shall repay the Lenders. The parties agree as follows:
Translation] LEASE Between UNIVERSITÉ DE SHERBROOKE (the "LESSOR") and TRANZYME PHARMA INC. (the "LESSEE") With respect to the space in certain buildings belonging to the UniversityLease Agreement • November 19th, 2010 • Tranzyme Inc • Quebec
WHEREAS Université de Sherbrooke wishes to lease certain space in the Institut de pharmacologie to Transyme Pharma inc. for the purpose, in particular, of broadening and deepening avenues of cooperation, sharing their respective expertise in chemistry, biochemistry and pharmacology, and mutually developing a better understanding of the industrial and commercial prospects for products of research.
