Exhibit 4.9


 


REGISTRATION RIGHTS AGREEMENT


 


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”).


 


WHEREAS,
the Company has agreed to issue and sell to the Initial Investors, and the
Initial Investors have agreed to purchase from the Company, an aggregate of
nine million six hundred forty-nine thousand five hundred forty-five
(9,649,545) shares (the “Purchased Shares”) of the Company’s common
stock, $0.001 par value per share (the “Common Stock”), and warrants to
purchase an aggregate of two million eight hundred ninety-four thousand eight
hundred sixty-four (2,894,864) shares of Common Stock (each a “Warrant”
and together the “Warrants”), all upon the terms and conditions set
forth in that certain Securities Purchase Agreement, dated of even date
herewith, between the Company and the Initial Investors (the “Securities
Purchase Agreement”); and


 


WHEREAS,
the terms of the Securities Purchase Agreement provide that it shall be a
condition precedent to the closing of the transactions thereunder, for the
Company and the Initial Investors to execute and deliver this Agreement.


 


NOW,
THEREFORE, in consideration of the premises and mutual covenants contained
herein, the parties hereto hereby agree as follows:


 


1.                                       DEFINITIONS.  The following terms shall have the meanings
provided therefor below or elsewhere in this Agreement as described below:


 


“Board”
shall mean the board of directors of the Company.


 


“Closing”
and “Closing Date” shall have the meanings ascribed to such terms in the
Securities Purchase Agreement.


 


“Exchange
Act” shall mean the Securities Exchange Act of 1934, as amended, and all of
the rules and regulations promulgated thereunder.


 


“Investors”
shall mean, collectively, the Initial Investors and the Investor Permitted
Transferees; provided, however, that the term “Investors”
shall not include any of the Initial Investors or any of the Investor Permitted
Transferees that does not own or hold any Registrable Shares.


 


“Majority
Holders” shall mean, at the relevant time of reference thereto, those
Investors holding more than fifty percent (50%) of the Registrable Shares held
by all of the Investors.


 


“Qualifying
Holder” shall have the meaning ascribed thereto in Section 14 hereof.


 

















 


“Registrable
Shares” shall mean the Purchased Shares and the Underlying Shares, provided,
however, such term shall not, after the Mandatory Registration
Termination Date, include any of the Purchased Shares or Underlying Shares that
become or have become eligible for resale without restrictions or volume limitations
pursuant to Rule 144 or as a result of a subsequent sale made pursuant to
Regulation S under the Securities Act.


 


“Rule 144”
shall mean Rule 144 promulgated under the Securities Act and any successor
or substitute rule, law or provision.


 


“SEC”
shall mean the Securities and Exchange Commission.


 


“Securities
Act” shall mean the Securities Act of 1933, as amended, and all of the rules and
regulations promulgated thereunder.


 


“Underlying
Shares” shall mean the shares of Common Stock issuable upon exercise of the
Warrants.


 


2.                                       EFFECTIVENESS;
TERMINATION.  This
Agreement shall become effective and legally binding only if the Closing
occurs.  This Agreement shall terminate
and be of no further force or effect, automatically and without any action
being required of any party hereto, upon the termination of the Securities
Purchase Agreement pursuant to Section 7 thereof.


 


3.                                       MANDATORY
REGISTRATION.


 


(a)                                  Within
thirty-five (35) days after the Closing Date, the Company will prepare and file
with the SEC a registration statement on Form S-3 (or such other form as
may be then available to the Company) for the purpose of registering under the
Securities Act all of the Registrable Shares for resale by, and for the account
of, the Investors as selling stockholders thereunder (the “Registration
Statement”). The Registration Statement shall permit the Investors to offer
and sell, on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act, any or all of the Registrable Shares. The Company agrees to use
reasonable best efforts to cause the Registration Statement to become effective
as soon as practicable, but in no event later than ninety (90) days after the
Closing Date (or one hundred twenty (120) days if the Registration Statement is
reviewed by the SEC)(the “Effectiveness Deadline”).  In the event that, after the Closing Date and
before the Registration Statement is declared effective, there is an act of
God, war or terror that has the effect of causing a delay in the effectiveness
of the Registration Statement, the Effectiveness Deadline will be extended by a
number of days equal to the days of any such act, plus ten (10) additional
days. Notwithstanding the foregoing, if the Company is required to file the
Registration Statement on a Form S-1, then the Company shall have ninety
(90) days from the Closing Date to prepare and file the Registration Statement
and the Effectiveness Deadline shall be, in such case, one hundred eighty (180)
days after the Closing Date.


 


(b)                                 The Company
shall be required to keep the Registration Statement effective until such date
that is the earlier of (i) the date as of which all of the Registrable
Shares  (excluding such Registrable
Shares as are registered pursuant to any other effective Registration
Statement) are freely tradable (without any volume limitations) by the
Investors pursuant to Rule 144 promulgated under the Securities Act or any
successor or substitute rule, law or provision, or


 


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(ii) the date when all of the Registrable Shares registered
thereunder shall have been sold (such date is referred to herein as the “Mandatory
Registration Termination Date”). 
Thereafter, the Company shall be entitled to withdraw the Registration
Statement and the Investors shall have no further right to offer or sell any of
the Registrable Shares pursuant to the Registration Statement (or any
prospectus relating thereto).


 


(c)                                  The offer and
sale of the Registrable Shares pursuant to the Registration Statement shall not
be underwritten.


 


4.                                       PENALTIES/SUSPENSION
OF THE REGISTRATION STATEMENT


 


(a)                                  If a
Registration Statement covering the Registrable Shares is not filed with the
SEC on or prior to thirty-five (35) days after the Closing Date (which shall be
ninety (90) days from the Closing Date in the event the Company is required to
file the Registration Statement on a Form S-1) (the “Filing Deadline”),
the Company will make pro rata payments to each Investor, as liquidated damages
and not as a penalty, in an amount equal to 1% of the aggregate amount invested
by such Investor for each 30-day period beyond the Filing Deadline during which
such Registration Statement should have been filed for which no Registration
Statement is filed with respect to the Registrable Shares  (a “Penalty Period”).  The amounts payable as liquidated damages
pursuant to this paragraph shall be paid, in cash in lawful money of the United
States, within ten (10) business days of the last day of each such Penalty
Period until the filing of the Registration Statement; provided,
however, that the amount payable to the Investors hereunder for any
partial Penalty Period shall be pro-rated for the number of actual days during
such Penalty Period during which a registration default pursuant to this Section 4(a) remains
uncured.


 


(b)                                 The Company
shall notify the Investors by facsimile or e-mail as promptly as practicable
after the Registration Statement is declared effective and shall simultaneously
provide the Investors with copies of any related prospectus to be used in
connection with the sale or other disposition of the securities covered
thereby.  If (A) a Registration
Statement covering the Registrable Shares is not declared effective by the SEC
by the Effectiveness Deadline or (B) after a Registration Statement has been
declared effective by the SEC, sales cannot be made pursuant to such
Registration Statement for any reason (including without limitation by reason
of a stop order, or the Company’s failure to update the Registration Statement), but
excluding the inability of any Investor to sell the Registrable Shares covered
thereby due to market conditions, and except as excused pursuant to Section 13
below, then the Company will make pro rata payments to each
Investor, as liquidated damages and not as a penalty, in an amount equal to 1%
of the aggregate amount invested by such Investor for each 30-day period, or
pro rata for any portion thereof, following the date by which such Registration
Statement should have been effective and beyond any applicable Suspension
Period, but was not so effective or available (the “Blackout Period”).  The amounts payable as liquidated damages
pursuant to this paragraph shall be paid, in cash in lawful money of the United
States, monthly within ten (10) business days of the last day of each
month following the commencement of the Blackout Period until the termination
of the Blackout Period; provided, however,
that the amount payable to the Investors hereunder for any partial Blackout
Period shall be pro-rated for the number of actual days during such Blackout
period during which a registration default pursuant to this Section 4(b) remains
uncured.


 


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(c)                                  No Investor
shall be entitled to a payment pursuant to this Section 4 if effectiveness
of a registration statement has been delayed or a prospectus has been
unavailable as a result of (i) a failure by such Investor to promptly
provide on request by the Company the information required under the Securities
Purchase Agreement or this Agreement or requested by the SEC as a condition to
effectiveness of the Registration Statement; (ii) the provision of
inaccurate or incomplete information by such Investor; or (iii) a
statement or determination of the SEC that any provision of the rights of the
Investor under this Agreement are contrary to the provisions of the Securities
Act.


 


5.                                       “PIGGYBACK”
REGISTRATION RIGHTS.


 


(a)                                  If, at any time
prior to the Mandatory Registration Termination Date, the Company proposes to
register any of its Common Stock under the Securities Act, whether as a result
of a primary or secondary offering of Common Stock or pursuant to registration
rights granted to holders of other securities of the Company (but excluding in
all cases any registrations to be effected on Forms S-4 or S-8 or applicable
successor Forms), the Company shall, each such time, give to the Investors
holding Registrable Shares written notice of its intent to do so.  Upon the written request of any such Investor
given within twenty (20) days after the giving of any such notice by the
Company, the Company shall use its reasonable best efforts to cause to be
included in such registration the Registrable Shares of such selling Investor,
to the extent requested to be registered; provided that (i) the
number of Registrable Shares proposed to be sold by such selling Investor is
equal to at least fifty percent (50%) of the total number of Registrable Shares
then held by such participating selling Investor, (ii) such selling
Investor agrees to sell those of its Registrable Shares to be included in such
registration in the same manner and on the same terms and conditions as the
other shares of Common Stock which the Company proposes to register, and (iii) if
the registration is to include shares of Common Stock to be sold for the
account of the Company or any party exercising demand registration rights
pursuant to any other agreement with the Company, the proposed managing
underwriter does not advise the Company that in its opinion the inclusion of
such selling Investor’s Registrable Shares (without any reduction in the number
of shares to be sold for the account of the Company or such party exercising
demand registration rights) is likely to affect materially and adversely the
success of the offering or the price that would be received for any shares of
Common Stock offered, in which case the rights of such selling Investor shall
be as provided in Section 5(b) hereof.


 


(b)                                 If a
registration pursuant to Section 5(a) hereof involves an underwritten
offering and the managing underwriter shall advise the Company in writing that,
in its opinion, the number of shares of Common Stock requested by the Investors
to be included in such registration is likely to affect materially and
adversely the success of the offering or the price that would be received for
any shares of Common Stock offered in such offering, then, notwithstanding
anything in Section 5(a) to the contrary, the Company shall be
required to include in such registration only the number of shares of Common
Stock which the Company is so advised can be sold in such offering, according
to the following priority: (i) first, the number of shares of Common Stock
proposed to be included in such registration for the account of the Company
and/or any stockholders of the Company (other than the Investors) that have
exercised demand registration rights, in accordance with the priorities, if
any, then existing among the Company and/or such stockholders of the Company
with registration rights (other than the Investors), and (ii) second, the
shares of Common Stock requested to be included in such


 


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registration by all other stockholders of the Company who have
piggyback registration rights (including, without limitation, the Investors),
pro rata among such other stockholders (including, without limitation, the
Investors) on the basis of the number of shares of Common Stock that each of
them requested to be included in such registration.


 


(c)                                  In connection
with any offering involving an underwriting of shares, the Company shall not be
required under this Section 5 or otherwise to include the Registrable
Shares of any Investor therein unless such Investor accepts and agrees to the
terms of the underwriting, which shall be reasonable and customary, as agreed
upon between the Company and the underwriters selected by the Company.


 


6.                                       DEMAND
REGISTRATION RIGHTS.


 


(a)                                  If, at any time
prior to the Mandatory Registration Termination Date, the Registration
Statement is no longer effective, subject to the conditions set forth in this Section 6,
the Company shall receive a written request from Growth Equity Opportunities
Fund, LLC (“NEA”), that the Company file a registration statement under
the Securities Act covering the registration of Registrable Shares then held by
NEA, then the Company shall, within sixty (60) days of the receipt thereof,
give written notice of such request to all Investors, and subject to the
limitations of this Section 6, effect, as expeditiously as reasonably
possible, the registration under the Securities Act of all Registrable Shares
that all Investors request to be registered, which registration statement may
require the Company to use a Registration Statement on Form S-1.


 


(b)                                 The Company
shall not be required to effect a registration pursuant to this Section 6:


 


(i)                                     after the Company has
effected one registration pursuant to this Section 6;


 


(ii)                                  during the period starting
with the date of filing of, and ending on the date one hundred eighty (180)
days following the effective date of the registration statement pertaining to a
public offering, other than pursuant to a registration statement on Form S-8;
provided, that the Company makes
reasonable good faith efforts to cause such registration statement to become
effective; and


 


(iii)                               if the Company shall furnish
to NEA a certificate signed by the Chairman of the Board stating that in the
good faith judgment of the Board, it would be materially detrimental to the
Company and its stockholders for such registration statement to be effected at
such time because such action (x) would materially interfere with a
significant acquisition, corporate reorganization or financing or other similar
transaction involving the Company, (y) would require premature disclosure
of material information that the Company has a bona fide business purpose for
preserving as confidential (provided,
that no such information will be disclosed to such Investors) or (z) would
render the Company unable to comply with requirements under the Securities Act
or Exchange Act, in which event the Company shall have the right to defer such
filing for a period of not more than one hundred twenty (120) days after
receipt of the request of NEA, provided,
that such right to delay a request shall be exercised by


 


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the
Company not more than once; provided,  further, that the Company shall not register any securities for the
account of itself or any other stockholder during such one hundred twenty
(120) day period (other than pursuant to a registration statement on Form S-4
or S-8).


 


7.                                       OBLIGATIONS OF
THE COMPANY.  In
connection with the Company’s obligation under Section 3 and, if
applicable, Section 6 hereof to file a registration statement with the SEC
and to use its reasonable best efforts to cause such registration statement to
become effective, the Company shall, as expeditiously as reasonably possible:


 


(a)                                  Prepare and
file with the SEC such amendments and supplements to the Registration Statement
and the prospectus used in connection therewith as may be necessary to comply
with the provisions of the Securities Act with respect to the disposition of
all Registrable Shares covered by such registration statement;


 


(b)                                 Furnish to the
selling Investors such number of copies of a prospectus, including a
preliminary prospectus, in conformity with the requirements of the Securities
Act, and such other documents (including, without limitation, prospectus
amendments and supplements as are prepared by the Company in accordance with Section 7(a) above)
as the selling Investors may reasonably request in order to facilitate the
disposition of such selling Investors’ Registrable Shares;


 


(c)                                  Notify the
selling Investors, at any time during which a prospectus relating to such
registration statement is required to be delivered under the Securities Act, of
the happening of any event as a result of which the prospectus included in or
relating to the registration statement contains an untrue statement of a
material fact or omits any fact necessary to make the statements therein not
misleading; and, thereafter, the Company will promptly prepare (and, when
completed, give notice and provide a copy thereof to each selling Investor) a
supplement or amendment to such prospectus so that, as thereafter delivered to
the purchasers of such Registrable Shares, such prospectus will not contain an
untrue statement of a material fact or omit to state any fact necessary to make
the statements therein not misleading; provided that upon such
notification by the Company, the selling Investors will not offer or sell
Registrable Shares until the Company has notified the selling Investors that it
has prepared a supplement or amendment to such prospectus and delivered copies
of such supplement or amendment to the selling Investors (it being understood
and agreed by the Company that the foregoing proviso shall in no way diminish
or otherwise impair the Company’s obligation to promptly prepare a prospectus
amendment or supplement as above provided in this Section 7(c) and deliver
copies of same as above provided in Section 7(b) hereof); and


 


(d)                                 Use
commercially reasonable efforts to register and qualify the Registrable Shares
covered by such registration statement under such other securities or Blue Sky
laws of such states as shall be reasonably appropriate in the opinion of the
Company and the managing underwriters, if any, provided that the Company
shall not be required in connection therewith or as a condition thereto to
qualify to do business or to file a general consent to service of process in
any such states or jurisdictions, and provided  further that
(notwithstanding anything in this Agreement to the contrary with respect to the
bearing of expenses) if any jurisdiction in which any of such Registrable
Shares shall be qualified shall require that expenses incurred in connection
with the qualification therein of any such Registrable Shares be borne by the
selling


 


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Investors, then the selling Investors shall, to the extent required by
such jurisdiction, pay their pro rata share of such qualification expenses.


 


(e)                                  Subject to the
terms and conditions of this Agreement, including Section 4 hereof, the
Company shall use its commercially reasonable efforts to (i) prevent the
issuance of any stop order or other suspension of effectiveness of a
registration statement, or the suspension of the qualification of any of the
Registrable Shares for sale in any jurisdiction in the United States, and (ii) if
such an order or suspension is issued, obtain the withdrawal of such order or
suspension at the earliest practicable moment and notify each holder of
Registrable Shares of the issuance of such order and the resolution thereof or
its receipt of notice of the initiation or threat of any proceeding for such
purpose.


 


(f)                                    The Company
shall (i) comply with all requirements of the NASDAQ Stock Market LLC with
regard to the issuance of the Registrable Shares and the listing thereof on the
NASDAQ Global Market, and (ii) engage a transfer agent and registrar to
maintain the Company’s stock ledger for all Registrable Shares covered by the
Registration Statement not later than the effective date of the Registration
Statement.


 


8.                                       FURNISH
INFORMATION.  It shall be
a condition precedent to the obligations of the Company to take any action
pursuant to this Agreement that the selling Investors shall furnish to the
Company such information regarding them and the securities held by them as the
Company shall reasonably request and as shall be required in order to effect
any registration by the Company pursuant to this Agreement.  Each Investor shall promptly notify the
Company of any changes in the information furnished to the Company.


 


9.                                       EXPENSES OF
REGISTRATION.  Except as
set forth in Section 7(d), all expenses incurred in connection with the
registration of the Registrable Shares pursuant to this Agreement (excluding
underwriting, brokerage and other selling commissions and discounts), including
without limitation all registration and qualification and filing fees,
printing, and fees and disbursements of counsel for the Company, shall be borne
by the Company. The Company shall reimburse NEA for all documented legal, due
diligence and other fees and expenses incurred by NEA with respect to review of
the Registration Statement required to be filed pursuant to this Agreement (not
to exceed $10,000).


 


10.                                 DELAY OF
REGISTRATION.  The
Investors shall not take any action to restrain, enjoin or otherwise delay any
registration as the result of any controversy which might arise with respect to
the interpretation or implementation of this Agreement.


 


11.                                 INDEMNIFICATION.


 


(a)                                  To the extent
permitted by law, the Company will indemnify and hold harmless each selling
Investor, any investment banking firm acting as an underwriter for the selling
Investors, any broker/dealer acting on behalf of any selling Investors and each
officer, director, partner, manager and/or member of such selling Investor,
such underwriter, such broker/dealer and each person, if any, who controls such
selling Investor, such underwriter or broker/dealer within the meaning of the
Securities Act or the Exchange Act, against any losses, claims, damages or
liabilities, joint or several, to which they may become subject under the


 


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Securities Act or otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based upon any
untrue or alleged untrue statement of any material fact contained in the Registration
Statement, in any preliminary prospectus or final prospectus relating thereto
or in any amendments or supplements to the Registration Statement or any such
preliminary prospectus or final prospectus, or arise out of or are based upon
the omission or alleged omission to state therein a material fact required to
be stated therein, or necessary to make the statements therein not misleading;
and will reimburse such selling Investor, such underwriter, broker/dealer or
such officer, director or controlling person for any legal or other expenses
reasonably incurred by them in connection with investigating or defending any
such loss, claim, damage, liability or action; provided, however,
that the indemnity agreement contained in this Section 11(a) shall not
apply to amounts paid in settlement of any such loss, claim, damage, liability
or action if such settlement is effected without the consent of the Company
(which consent shall not be unreasonably withheld), nor shall the Company be
liable in any such case for any such loss, damage, liability or action to the
extent that it arises out of or is based upon (i) an untrue statement or
alleged untrue statement or omission made in connection with the Registration
Statement, any preliminary prospectus or final prospectus relating thereto or
any amendments or supplements to the Registration Statement or any such
preliminary prospectus or final prospectus, in reliance upon and in conformity
with written information furnished expressly for use in connection with the
Registration Statement or any such preliminary prospectus or final prospectus
by the selling Investors or (ii) an untrue statement or alleged untrue
statement or omission in the Registration Statement or any prospectus that is
corrected in any subsequent amendment or supplement to the Registration
Statement or prospectus that was delivered to the selling Investor before the
pertinent sale or sales by the selling Investor.


 


(b)                                 To the extent
permitted by law, each selling Investor will severally and not jointly
indemnify and hold harmless the Company, each of its directors, each of its
officers who have signed the Registration Statement, each person, if any, who
controls the Company within the meaning of the Securities Act or the Exchange
Act, any investment banking firm acting as underwriter for the Company or the
selling Investors, or any broker/dealer acting on behalf of the Company or any
selling Investors, and all other selling Investors against any losses, claims,
damages or liabilities to which the Company or any such director, officer,
controlling person, underwriter, or broker/dealer or such other selling
Investor may become subject to, under the Securities Act or otherwise, insofar
as such losses, claims, damages or liabilities (or actions in respect thereto)
arise out of or are based upon any untrue or alleged untrue statement of any
material fact contained in the Registration Statement or any preliminary
prospectus or final prospectus, relating thereto or in any amendments or
supplements to the Registration Statement or any such preliminary prospectus or
final prospectus, or arise out of or are based upon the omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, in each case to the
extent and only to the extent that such untrue statement or alleged untrue
statement or omission or alleged omission (i) was made in the Registration
Statement, in any preliminary prospectus or final prospectus relating thereto
or in any amendments or supplements to the Registration Statement or any such
preliminary prospectus or final prospectus, in reliance upon and in conformity
with written information furnished by the selling Investor expressly for use in
connection with the Registration Statement, or any preliminary prospectus or
final prospectus or (ii) was corrected in any subsequent amendment or
supplement to the Registration Statement or prospectus that was


 


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delivered to the selling Investor before the pertinent sale or sales by
the selling Investor and such corrected amendment or supplement to the
Registration Statement or prospectus was not delivered to the purchaser; and
such selling Investor will reimburse any legal or other expenses reasonably
incurred by the Company or any such director, officer, controlling person,
underwriter, broker/dealer or other selling Investor in connection with
investigating or defending any such loss, claim, damage, liability or action, provided,
however, that the liability of each selling Investor hereunder shall be
limited to the proceeds (net of underwriting discounts and commissions, if any)
received by such selling Investor from the sale of Registrable Shares covered
by the Registration Statement, and provided, further, however,
that the indemnity agreement contained in this Section 11(b) shall
not apply to amounts paid in settlement of any such loss, claim, damage,
liability or action if such settlement is effected without the consent of those
selling Investor(s) against which the request for indemnity is being made
(which consent shall not be unreasonably withheld).


 


(c)                                  Promptly after
receipt by an indemnified party under this Section 11 of notice of the
commencement of any action, such indemnified party will, if a claim in respect
thereof is to be made against any indemnifying party under this Section 11,
notify the indemnifying party in writing of the commencement thereof and the
indemnifying party shall have the right to participate in and, to the extent
the indemnifying party desires, jointly with any other indemnifying party
similarly noticed, to assume at its expense the defense thereof with counsel
mutually satisfactory to the indemnifying parties and the indemnified parties.  In the event that the indemnifying party
assumes any such defense, the indemnified party may participate in such defense
with its own counsel and at its own expense, provided, however,
that the counsel for the indemnifying party shall act as lead counsel in all
matters pertaining to such defense or settlement of such claim and the
indemnifying party shall only pay for such indemnified party’s expenses for the
period prior to the date of its participation in such defense.  In any such proceeding, any indemnified party
shall have the right to retain its own counsel, but the fees and expenses of
such counsel shall be at the expense of such indemnified party unless (i) the
indemnifying party and the indemnified party shall have mutually agreed to the
retention of such counsel, (ii) the named parties to any such proceeding
(including any impleaded parties) include both the indemnifying party and the
indemnified party and the representation of both parties by the same counsel
would be inappropriate due to actual or potential differing interests between
them or (iii) the indemnifying party shall have failed to retain counsel
reasonably satisfactory to the indemnified party to represent the indemnified
party in any such proceeding. It is understood that the indemnifying party
shall not, in connection with any such proceeding or related proceedings in the
same jurisdiction, be liable for the fees and expenses of more than one
separate firm  (in addition to one local
counsel in each applicable jurisdiction) for all such indemnified parties and
that all such fees and expenses shall be reimbursed as they are incurred. The
failure to notify an indemnifying party promptly of the commencement of any
such action, if prejudicial to his ability to defend such action, shall relieve
such indemnifying party of any liability to the indemnified party under this Section 11,
but the omission so to notify the indemnifying party will not relieve him of
any liability which he may have to any indemnified party otherwise other than
under this Section 11.


 


(d)                                 Notwithstanding
anything to the contrary herein, the indemnifying party shall not be entitled
to settle any claim, suit or proceeding unless in connection with such
settlement the indemnified party receives an unconditional release with respect
to the subject


 


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matter of such claim, suit or proceeding and such settlement does not
contain any admission of fault by the indemnified party.


 


(e)                                  If the
indemnification provided for in this Section 11 is unavailable to or
insufficient to hold harmless an indemnified party under subsection (a) or
(b) above in respect of any losses, claims, damages or liabilities (or
actions or proceedings in respect thereof) referred to therein, then each
indemnifying party shall contribute to the amount paid or payable by such
indemnified party as a result of such losses, claims, damages or liabilities
(or actions in respect thereof) in such proportion as is appropriate to reflect
the relative fault of the Company on the one hand and the Investors on the
other in connection with the statements or omissions or other matters which
resulted in such losses, claims, damages or liabilities (or actions in respect
thereof), as well as any other relevant equitable considerations.  The relative fault shall be determined by
reference to, among other things, in the case of an untrue statement, whether
the untrue statement relates to information supplied by the Company on the one
hand or an Investor on the other and the parties’ relative intent, knowledge,
access to information and opportunity to correct or prevent such untrue
statement. The Company and the Investors agree that it would not be just and
equitable if contribution pursuant to this subsection (e) were determined
by pro rata allocation (even if the Investors were treated as one entity for
such purpose) or by any other method of allocation which does not take into
account the equitable considerations referred to above in this subsection (e).  The amount paid or payable by an indemnified
party as a result of the losses, claims, damages or liabilities (or actions in
respect thereof) referred to above in this subsection (e) shall be deemed
to include any legal or other expenses reasonably incurred by such indemnified
party in connection with investigating or defending any such action or
claim.  No person guilty of fraudulent
misrepresentation (within the meaning of Section 12(f) of the
Securities Act) shall be entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation. The Investors’ obligations in this
subsection to contribute are several, and not joint, in proportion to their
sales of Registrable Shares to which such loss relates.


 


(f)                                    The parties to
this Agreement hereby acknowledge that they are sophisticated business persons
who were represented by counsel during the negotiations regarding the
provisions hereof including, without limitation, the provisions of this Section 11,
and are fully informed regarding said provisions.  They further acknowledge that the provisions
of this Section 11 fairly allocate the risks in light of the ability of
the parties to investigate the Company and its business in order to assure that
adequate disclosure is made in the Registration Statement as required by the
Securities Act and the Exchange Act.


 


12.                                 REPORTS UNDER
THE EXCHANGE ACT.  With a view
to making available to the Investors the benefits of Rule 144 and any
other rule or regulation of the SEC that may at any time permit the
Investors to sell the Purchased Shares or the Underlying Shares to the public
without registration, the Company agrees to use reasonable best efforts: (i) to
make and keep public information available as those terms are understood in Rule 144,
(ii) to file with the SEC in a timely manner all reports and other
documents required to be filed by an issuer of securities registered under the
Securities Act or the Exchange Act, (iii) as long as any Investor owns any
Registrable Shares, to furnish in writing upon such Investor’s request a
written statement by the Company that it has complied with the reporting
requirements of Rule 144 and of the Securities Act and the Exchange Act,
and to furnish to such Investor a copy of the most recent annual or quarterly
report of the Company, and such other reports and documents so filed by the
Company


 


10
















 


as may be reasonably
requested in availing such Investor of any rule or regulation of the SEC
permitting the selling of any such Registrable Shares without registration and (iv) undertake
any additional actions reasonably necessary to maintain the availability of the
Registration Statement or the use of Rule 144.


 


13.                                 SUSPENSION.  Notwithstanding anything in this Agreement to
the contrary, in the event (i) of any request by the SEC or any other
federal or state governmental authority during the period of effectiveness of
the Registration Statement for amendments or supplements to a Registration
Statement or related prospectus or for additional information; (ii) of the
issuance by the SEC or any other federal or state governmental authority of any
stop order suspending the effectiveness of a Registration Statement or the
initiation of any proceedings for that purpose; (iii) of the receipt by
the Company of any notification with respect to the suspension of the
qualification or exemption from qualification of any of the Registrable Shares
for sale in any jurisdiction or the initiation of any proceeding for such
purpose; (iv) of any event or circumstance which necessitates the making
of any changes in the Registration Statement or related prospectus, or any document
incorporated or deemed to be incorporated therein by reference, so that, in the
case of the Registration Statement, it will not contain any untrue statement of
a material fact or any omission to state a material fact required to be stated
therein or necessary to make the statements therein not misleading, and that in
the case of the prospectus, it will not contain any untrue statement of a
material fact or any omission to state a material fact required to be stated
therein or necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading; or (v) that the
Board has made the good faith determination (A) that continued use by the
selling Investors of the Registration Statement for purposes of effecting
offers or sales of Registrable Shares pursuant thereto would require, under the
Securities Act, premature disclosure in the Registration Statement (or the
prospectus relating thereto) of material, nonpublic information concerning the
Company, its business or prospects or any proposed material transaction
involving the Company, (B) that such premature disclosure would be
materially adverse to the Company, its business or prospects or any such
proposed material transaction or would make the successful consummation by the
Company of any such material transaction significantly less likely and (C) that
it is therefore essential to suspend the use by the Investors of such
Registration Statement (and the prospectus relating thereto) for purposes of
effecting offers or sales of Registrable Shares pursuant thereto, then the
Company shall furnish to the selling Investors a certificate signed by the
President or Chief Executive Officer of the Company setting forth one or more
of the above described circumstances, and the right of the selling Investors to
use the Registration Statement (and the prospectus relating thereto) shall be
suspended for a period (the “Suspension Period”) of not more than thirty
(30) days after delivery by the Company of the certificate referred to above in
this Section 13; provided  that the Company shall be entitled
to no more than two such Suspension Periods during the twelve (12) month period
commencing on the Closing Date and during each subsequent twelve (12) month
period until the Mandatory Registration Termination Date (including any
extension thereto).  During the
Suspension Period, none of the Investors shall offer or sell any Registrable
Shares pursuant to or in reliance upon the Registration Statement (or the
prospectus relating thereto) and each of the Investors shall keep the fact of
the above described certificate and its contents confidential.  The Company shall use reasonable best efforts
to terminate any Suspension Period as promptly as practicable.


 


11

















 


14.                                 TRANSFER OF
REGISTRATION RIGHTS.  None of the
rights of any Investor under this Agreement shall be transferred or assigned to
any person unless (i) such person is a Qualifying Holder (as defined
below), and (ii) such person agrees to become a party to, and bound by,
all of the terms and conditions of, this Agreement by duly executing and
delivering to the Company an Instrument of Adherence in the form attached as Exhibit B
hereto.  For purposes of this Section 14,
the term “Qualifying Holder” shall mean, with respect to any Investor, (i) any
partner or member thereof, (ii) any corporation, partnership or limited
liability company controlling, controlled by, or under common control with,
such Investor or any partner or member thereof, or (iii) any other direct
transferee from such Investor of at least 50% of those Registrable Shares held
by such Investor.  None of the rights of
any Investor under this Agreement shall be transferred or assigned to any person
(including, without limitation, a Qualifying Holder) that acquires Registrable
Shares in the event that and to the extent that such person is eligible to
resell such Registrable Shares pursuant to Rule 144 without
restrictions.  After any transfer in
accordance with this Section 14, the rights and obligations of an Investor
as to any transferred Registrable Shares shall be the rights and obligations of
the Investor Permitted Transferee holding such Registrable Shares.


 


15.                                 ENTIRE
AGREEMENT.  This
Agreement, the Warrants and the Securities Purchase Agreement constitute and
contain the entire agreement and understanding of the parties with respect to
the subject matter hereof, and supersede any and all prior negotiations,
correspondence, agreements or understandings with respect to the subject matter
hereof.


 


16.                                 MISCELLANEOUS.


 


(a)                                  This Agreement
may not be amended, modified or terminated, and no rights or provisions may be
waived, except with the written consent of the Majority Holders and the
Company; provided, however, that this Agreement
may not be amended, modified or terminated, and no rights or provisions may be
waived, in any way that materially adversely affects the rights and/or
obligations of any Investor under this Agreement in a manner materially
different from the manner in which it affects the rights and/or obligations of
the other Investors without the written consent of such adversely affected
Investor. The Company shall give prompt written notice of any amendment,
modification, termination or waiver hereof to any party hereto that did not
consent in writing to such amendment, modification, termination or waiver. Any
amendment, modification, termination or waiver effected in accordance with this
Section 16(a) shall be binding on all parties hereto, even if they do
not execute such consent.


 


(b)                                 This Agreement
shall be governed by and construed and enforced in accordance with the laws of
the State of Delaware and without regard to any conflicts of laws concepts
which would apply the substantive law of some other jurisdiction, and shall be
binding upon and inure to the benefit of the parties hereto and their
respective heirs, personal representatives, successors or assigns, provided
that the terms and conditions of Section 14 hereof are satisfied.  This Agreement shall also be binding upon and
inure to the benefit of any transferee of any of the Registrable Shares provided
that the terms and conditions of Section 14 hereof are satisfied.  Notwithstanding anything in this Agreement to
the contrary, if at any time any Investor shall cease to own any Registrable
Shares, all of such Investor’s rights under this Agreement shall immediately
terminate.


 


12

















 


(c)                                  Any notices,
reports or other correspondence (hereinafter collectively referred to as “correspondence”)
required or permitted to be given hereunder shall be in writing, addressed as
set forth below and shall be deemed effectively given: (a) upon personal
delivery to the party to be notified, (b) when sent by confirmed
electronic mail or facsimile if sent during normal business hours of the
recipient, if not, then on the next business day, (c) three business (3) days
after having been sent by registered or certified mail, return receipt
requested, postage prepaid, or (d) one (1) day after deposit with a
nationally recognized overnight courier, specifying next day delivery, with
written verification of receipt, in each case costs prepaid.


 


(i)  All
correspondence to the Company shall be addressed as follows:


 


	
  ARYx
  Therapeutics, Inc.

  
	
  6300
  Dumbarton Circle

  
	
  Fremont,
  CA 94555

  
	
  Attention:

  	
  Paul
  Goddard, Ph.D.

  
	
   

  	
  Chairman
  of the Board and

  
	
   

  	
  Chief
  Executive Officer

  
	
  Facsimile:

  	
  510-585-2202

  



 


with a copy to (which shall not constitute notice):


 


	
  Cooley
  Godward Kronish, LLP

  
	
  Five
  Palo Alto Square

  
	
  3000
  El Camino Real,

  
	
  Palo
  Alto, CA 94306

  
	
  Attention:

  	
  Jim
  F. Fulton, Jr., Esq.

  
	
  Facsimile:

  	
  650-849-7400

  



 


(ii)  All
correspondence to any Investor shall be sent to such Investor at the address
set forth in Exhibit A.


 


(iii)  Any entity may
change the address to which correspondence to it is to be addressed by ten (10) days
advance written notification as provided for herein.


 


(d)                                 The parties
acknowledge and agree that in the event of any breach of this Agreement,
remedies at law may be inadequate, and each of the parties hereto shall be
entitled to seek specific performance of the obligations of the other parties
hereto and such appropriate injunctive relief as may be granted by a court of
competent jurisdiction.


 


(e)                                  Should any part
or provision of this Agreement be held unenforceable or in conflict with the
applicable laws or regulations of any jurisdiction, the invalid or
unenforceable part or provisions shall be replaced with a provision which
accomplishes, to the extent possible, the original business purpose of such
part or provision in a valid and enforceable manner, and the remainder of this
Agreement shall remain binding upon the parties hereto.


 


(f)                                    This Agreement
may be executed in a number of counterparts, any of which together shall for
all purposes constitute one Agreement, binding on all the parties hereto
notwithstanding that all such parties have not signed the same counterpart. A
facsimile, telecopy or other reproduction of this Agreement may be executed by
one or more parties hereto and


 


13

















 


delivered by such party by facsimile or any similar electronic
transmission device pursuant to which the signature of or on behalf of such
party can be seen. Such execution and delivery shall be considered valid,
binding and effective for all purposes. 
At the request of any party hereto, all parties hereto agree to execute
and deliver an original of this Agreement as well as any facsimile, telecopy or
other reproduction hereof.


 


[SIGNATURE
PAGE TO FOLLOW]


 


14

















 


IN WITNESS WHEREOF, the parties
hereto have executed this REGISTRATION RIGHTS
AGREEMENT as of the date and year first above written.


 


 


	
   

  	
  ARYX THERAPEUTICS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ Paul
  Goddard

  
	
   

  	
  Name:

  	
  Paul Goddard, Ph.D.

  
	
   

  	
  Title:

  	
  Chairman
  of the Board and

  
	
   

  	
   

  	
  Chief
  Executive Officer

  
				



 


 


ARYX THERAPEUTICS, INC.


REGISTRATION RIGHTS AGREEMENT – SIGNATURE PAGE


 

















 


	
  INITIAL
  INVESTOR:

  	
   

  
	
   

  	
  GROWTH EQUITY OPPORTUNITIES

  FUND, L.L.C.  

  
	
   

  	
   

  
	
   

  	
  By:  New Enterprise Associates 12, Limited

  
	
   

  	
  Partnership,
  its Member 

  
	
   

  	
  By:  NEA
  Partners 12, Limited 

  
	
   

  	
  Partnership, its general partner

  
	
   

  	
  By:  NEA
  12 GP, LLC, its general

  
	
   

  	
  partner

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Charles
  W. Newhall

  
	
   

  	
  Name:

  	
  Charles W.
  Newhall

  
	
   

  	
  Title:

  	
  Manager

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Address:

  
	
   

  	
   

  
	
   

  	
   

  	
  c/o New
  Enterprise Associates 

  
	
   

  	
   

  	
  1119 St.
  Paul Street 

  
	
   

  	
   

  	
  Baltimore,
  MD 21201 

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Facsimile:

  	
  (410)
  752-7721

  
							



 


 


ARYX THERAPEUTICS, INC.


REGISTRATION RIGHTS AGREEMENT – SIGNATURE PAGE


 

















 


	
  INITIAL
  INVESTOR:

  	
   

  
	
   

  	
  MPM BIOVENTURES III, L.P.  

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: MPM BioVentures
  III GP, L.P., its

  
	
   

  	
  General Partner 

  
	
   

  	
  By: MPM BioVentures III LLC, its General

  
	
   

  	
  Partner 

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Nicholas
  Simon III

  
	
   

  	
  Name:

  	
  Nicholas
  Simon III

  
	
   

  	
  Title:

  	
  Series A
  Member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Address:

  
	
   

  	
   

  
	
   

  	
   

  	
  The John
  Hancock Tower 

  
	
   

  	
   

  	
  200
  Clarendon Street, 54th Floor 

  
	
   

  	
   

  	
  Boston, MA
  02116 

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Facsimile:

  	
  (617)
  425-9201

  
						



 


 


ARYX THERAPEUTICS, INC.


REGISTRATION RIGHTS AGREEMENT – SIGNATURE PAGE


 

















 


	
  INITIAL
  INVESTOR:

  	
   

  
	
   

  	
  MPM BIOVENTURES III-QP, L.P.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: MPM
  BioVentures III GP, L.P., its

  
	
   

  	
  General Partner 

  
	
   

  	
  By: MPM BioVentures III LLC, its General

  
	
   

  	
  Partner 

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Nicholas
  Simon III

  
	
   

  	
  Name:

  	
  Nicholas
  Simon III

  
	
   

  	
  Title:

  	
  Series A
  Member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Address:

  
	
   

  	
   

  
	
   

  	
   

  	
  The John
  Hancock Tower 

  
	
   

  	
   

  	
  200
  Clarendon Street, 54th Floor 

  
	
   

  	
   

  	
  Boston, MA
  02116 

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Facsimile:

  	
  (617)
  425-9201

  
						



 


 


ARYX THERAPEUTICS, INC.


REGISTRATION RIGHTS AGREEMENT – SIGNATURE PAGE


 

















 


	
  INITIAL
  INVESTOR:

  	
   

  
	
   

  	
  MPM BIOVENTURES III GMBH & CO.

  BETEILIGUNGS KG

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: MPM
  BioVentures III GP, L.P., in its 

  
	
   

  	
  capacity as the Managing Limited Partner

  
	
   

  	
  By: MPM BioVentures III LLC, its General

  
	
   

  	
  Partner

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Nicholas
  Simon III

  
	
   

  	
  Name: 

  	
  Nicholas
  Simon III

  
	
   

  	
  Title:

  	
  Series A
  Member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Address:

  
	
   

  	
   

  
	
   

  	
   

  	
  The John
  Hancock Tower 

  
	
   

  	
   

  	
  200
  Clarendon Street, 54th Floor 

  
	
   

  	
   

  	
  Boston, MA
  02116 

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Facsimile:

  	
  (617)
  425-9201

  
						



 


 


ARYX THERAPEUTICS, INC.


REGISTRATION RIGHTS AGREEMENT – SIGNATURE PAGE


 

















 


	
  INITIAL
  INVESTOR:

  	
   

  
	
   

  	
  MPM BIOVENTURES III PARALLEL

  FUND, L.P.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: MPM
  BioVentures III GP, L.P., its 

  
	
   

  	
  General Partner

  
	
   

  	
  By: MPM BioVentures III LLC, its General

  
	
   

  	
  Partner

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Nicholas
  Simon III

  
	
   

  	
  Name: 

  	
  Nicholas
  Simon III

  
	
   

  	
  Title:

  	
  Series A
  Member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Address:

  
	
   

  	
   

  
	
   

  	
   

  	
  The John
  Hancock Tower 

  
	
   

  	
   

  	
  200
  Clarendon Street, 54th Floor 

  
	
   

  	
   

  	
  Boston, MA
  02116 

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Facsimile:

  	
  (617)
  425-9201

  
						



 


 


ARYX THERAPEUTICS, INC.


REGISTRATION RIGHTS AGREEMENT – SIGNATURE PAGE


 
















 


	
  INITIAL
  INVESTOR:

  	
   

  
	
   

  	
  MPM ASSET MANAGEMENT 

  INVESTORS 2002 BVIII LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Nicholas
  Simon III

  
	
   

  	
  Name:

  	
  Nicholas
  Simon III

  
	
   

  	
  Title:

  	
  Manager

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Address:

  
	
   

  	
   

  
	
   

  	
   

  	
  The John
  Hancock Tower

  
	
   

  	
   

  	
  200
  Clarendon Street, 54th Floor

  
	
   

  	
   

  	
  Boston, MA
  02116

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Facsimile:

  	
  (617)
  425-9201

  
						



 


 


ARYX THERAPEUTICS, INC.


REGISTRATION RIGHTS AGREEMENT – SIGNATURE PAGE


 

















 


	
  INITIAL
  INVESTOR:

  	
   

  
	
   

  	
  MPM BIOVENTURES STRATEGIC 

  FUND, L.P.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: MPM
  BioVentures III GP, L.P., its 

  General Partner

  
	
   

  	
  By: MPM
  BioVentures III LLC, its General 

  Partner

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Nicholas
  Simon III

  
	
   

  	
  Name:

  	
  Nicholas
  Simon III

  
	
   

  	
  Title:

  	
  Series A
  Member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Address:

  
	
   

  	
   

  
	
   

  	
   

  	
  The John
  Hancock Tower

  200
  Clarendon Street, 54th Floor

  Boston,
  MA  02116

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Facsimile:

  	
  (617)
  425-9201

  
						



 


 


ARYX THERAPEUTICS, INC.


REGISTRATION RIGHTS AGREEMENT – SIGNATURE PAGE


 

















 


	
  INITIAL
  INVESTOR:

  	
   

  
	
   

  	
  ORBIMED ASSOCIATES LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Eric A.
  Bittelman

  
	
   

  	
  Name:

  	
  Eric A.
  Bittelman

  
	
   

  	
  Title:

  	
  CFO, OrbiMed
  Adivsors, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Address:

  
	
   

  	
   

  
	
   

  	
   

  	
  OrbiMed
  Advisors LLC

  767 Third
  Ave. 30th Floor

  New York
  NY  10017

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Facsimile:

  	
   

  
						



 


 


ARYX
THERAPEUTICS, INC.


REGISTRATION RIGHTS AGREEMENT – SIGNATURE PAGE


 

















 


	
  INITIAL
  INVESTOR:

  	
   

  
	
   

  	
  CADUCEUS PRIVATE INVESTMENTS, LP

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Eric A.
  Bittelman

  
	
   

  	
  Name:

  	
  Eric A.
  Bittelman

  
	
   

  	
  Title:

  	
  CFO, OrbiMed
  Capital

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Address:

  
	
   

  	
   

  
	
   

  	
   

  	
  OrbiMed
  Advisors LLC

  767 Third
  Ave. 30th Floor

  New York
  NY  10017

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Facsimile:

  	
   

  
							



 


 


ARYX
THERAPEUTICS, INC.


REGISTRATION RIGHTS AGREEMENT – SIGNATURE PAGE


 

















 


	
  INITIAL
  INVESTOR:

  	
   

  
	
   

  	
  UBS JUNIPER CROSSOVER FUND, L.L.C.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Eric A.
  Bittelman

  
	
   

  	
  Name: 

  	
  Eric A.
  Bittelman

  
	
   

  	
  Title:

  	
  CFO, OrbiMed
  Adivsors, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Address:

  
	
   

  	
   

  
	
   

  	
   

  	
  OrbiMed
  Advisors LLC

  767 Third
  Ave. 30th Floor

  New York
  NY  10017

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Facsimile:

  	
   

  
						



 


 


ARYX
THERAPEUTICS, INC.


REGISTRATION
RIGHTS AGREEMENT – SIGNATURE PAGE


 

















 


	
  INITIAL
  INVESTOR:

  	
   

  
	
   

  	
  Jennison Health Sciences Fund, a series of 

  Jennison Sector Funds, Inc. (the “Fund”)

  
	
   

  	
   

  
	
   

  	
  By:  Jennison Associates LLC (“Jennison”), as

         sub-adviser
  to the Fund

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David Chan

  
	
   

  	
  Name: 

  	
  David Chan

  
	
   

  	
  Title:

  	
  Managing
  Director of Jennison and

  
	
   

  	
   

  	
  Portfolio
  Manager to the Fund

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Address:

  
	
   

  	
   

  
	
   

  	
   

  	
  c/o Jennison
  Associates LLC

  466
  Lexington Ave

  New York
  NY  10017

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Facsimile:

  	
  (212)
  986-6138

  
							



 


 


ARYX THERAPEUTICS, INC.


REGISTRATION RIGHTS AGREEMENT – SIGNATURE PAGE


 

















 


	
  INITIAL
  INVESTOR:

  	
   

  
	
   

  	
  Pacific Select Fund, Health Sciences 

  Portfolio (the “Fund”)

  
	
   

  	
   

  
	
   

  	
  By:  Jennison Associates LLC (“Jennison”), as

         sub-advisor
  to the Fund

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David
  Chan

  
	
   

  	
  Name: 

  	
  David Chan

  
	
   

  	
  Title:

  	
  Managing
  Director of Jennison and

  
	
   

  	
   

  	
  Portfolio
  Manager to the Fund

  
	
   

  
	
   

  	
   

  
	
   

  	
  Address:

  
	
   

  	
   

  
	
   

  	
   

  	
  c/o Jennison
  Associates LLC

  466
  Lexington Ave

  New York
  NY  10017

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Facsimile:

  	
  (212)
  986-6138

  
						



 


 


ARYX THERAPEUTICS, INC.


REGISTRATION RIGHTS AGREEMENT – SIGNATURE PAGE


 

















 


	
  INITIAL
  INVESTOR:

  	
   

  
	
   

  	
  NEXUS GEMINI, L.P.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Dominique Semon

  
	
   

  	
  Name: 

  	
  Dominique
  Semon

  
	
   

  	
  Title:

  	
  Fund Manager

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Address:

  
	
   

  	
   

  
	
   

  	
   

  	
  Merlin Nexus

  230 Park
  Avenue, Suite 928

  New York
  NY  10169

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Facsimile:

  	
  (646) 227-5201

  
						



 


 


ARYX THERAPEUTICS, INC.


REGISTRATION RIGHTS AGREEMENT – SIGNATURE PAGE


 

















 


	
  INITIAL
  INVESTOR:

  	
   

  
	
   

  	
  MONTREUX EQUITY PARTNERS III

  SBIC, LP

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Manish
  Chapekar

  
	
   

  	
  Name: 

  	
  Manish
  Chapekar

  
	
   

  	
  Title:

  	
  Managing
  Director of the General

  
	
   

  	
   

  	
  Partner

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Address:

  
	
   

  	
   

  
	
   

  	
   

  	
  3000 Sand
  Hill Road

  Building 1,
  Suite 260

  Menlo Park,
  CA  94025

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Facsimile:

  	
  (650)
  234-1250

  
						



 


 


ARYX THERAPEUTICS, INC.


REGISTRATION RIGHTS AGREEMENT – SIGNATURE PAGE


 
















 


EXHIBIT A


 


Investor Name and Address


 


Growth Equity Opportunities Fund, LLC


c/o
New Enterprise Associates


1119
St. Paul Street


Baltimore,
MD 21201


 


MPM
BioVentures III, L.P.


MPM
BioVentures III-QP, L.P.


MPM
BioVentures III GMBH & Co. Beteiligungs KG


MPM BioVentures
III Parallel Fund, L.P.


MPM Asset
Management Investors 2002 BVIII LLC


MPM
BioVentures Strategic Fund, L.P.

The John Hancock Tower


200 Clarendon Street, 54th
Floor


Boston, MA 02116


Attn: Nicholas J. Simon III


 


Caduceus Private Investments, L.P.


OrbiMed Associates LLC


UBS Juniper Crossover Fund, LLC


Orbimed Advisors LLC


767 Third Ave. 30th Floor


New York, NY  10017


Attn: Eric A. Bittleman


 


IFTCO, as nominee for Pacific Select Fund, Health Sciences
Portfolio


David Chan


c/o Jennison Associates LLC


466 Lexington Ave.


New York, NY 10017


 


Hare & Co., as nominee for Jennison Health Sciences Fund


David Chan


c/o Jennison Associates LLC


466 Lexington Ave.


New York, NY 10017


 


Nexus Gemini, LP


Dominique Semon


230 Park Ave., Ste. 928


New York, NY 10169


 


Montreux Equity Partners III SBIC,
LP

3000 Sand Hill Road


Building
1, Suite 260

Menlo Park, CA 94025-7073

Attn: Manish Chapekar


 


A-1

















 


EXHIBIT B


 


Instrument of Adherence


 


Reference
is hereby made to that certain Registration Rights Agreement, dated as of November 11,
2008, among ARYx Therapeutics, Inc., a Delaware corporation (the “Company”),
the Initial Investors and the Investor Permitted Transferees, as amended and in
effect from time to time (the “Registration Rights Agreement”).
Capitalized terms used herein without definition shall have the respective
meanings ascribed thereto in the Registration Rights Agreement.


 


The
undersigned, in order to become the owner or holder of
[                      ]
shares of common stock, par value $0.001 per share (the “Common Stock”),
of the Company, hereby agrees that, from and after the date hereof, the
undersigned has become a party to the Registration Rights Agreement in the
capacity of an Investor Permitted Transferee, and is entitled to all of the
benefits under, and is subject to all of the obligations, restrictions and
limitations set forth in, the Registration Rights Agreement that are applicable
to Investor Permitted Transferees.  This
Instrument of Adherence shall take effect and shall become a part of the
Registration Rights Agreement immediately upon execution.


 


Executed
as of the date set forth below under the laws of the State of Delaware.


 


 


	
   

  	
  Signature:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


Accepted:


 


[                                                ]


 


 


	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  



 


Date: 
                  ,
200  


 


B-1