INTELLECTUAL PROPERTY SECURITY AGREEMENTIntellectual 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”).
REGISTRATION RIGHTS AGREEMENTRegistration 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”).
ARYX THERAPEUTICS, INC. SECURED NOTE AND WARRANT PURCHASE AGREEMENTSecured 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”).
INTERCREDITOR AGREEMENTIntercreditor 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”).
AMENDMENT NO. 08 TO LOAN AND SECURITY AGREEMENTLoan 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:
SECURITY AGREEMENTSecurity Agreement • August 16th, 2010 • ARYx Therapeutics, Inc. • Pharmaceutical preparations • California
THIS SECURITY AGREEMENT dated as of August 13, 2010 (this “Security Agreement”), is made by and among ARYx THERAPEUTICS, INC., a Delaware corporation (“Grantor”), and the secured parties listed on the signature pages hereto (each, a “Secured Party” and, collectively, the “Secured Parties”).
