Exhibit 4.10


 


THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933 AND MAY NOT BE OFFERED, SOLD, ASSIGNED, PLEDGED,
TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE
REGISTRATION STATEMENT UNDER SAID ACT OR PURSUANT TO AN AVAILABLE EXEMPTION
FROM REGISTRATION UNDER SAID ACT AND, IF REQUESTED BY THE COMPANY, UPON
DELIVERY OF AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT
THE PROPOSED TRANSFER IS EXEMPT FROM SAID ACT.


 


	
  WARRANT
  NO.

  	
   

  	
  NUMBER
  OF SHARES:

  
	
  DATE
  OF ISSUANCE: November     , 2008

  	
   

  	
       (subject
  to adjustment)

  



 


WARRANT TO PURCHASE SHARES


OF COMMON STOCK OF


 


ARYx Therapeutics, Inc.


 


This Warrant is issued to                           ,
or its registered assigns in accordance with the terms hereof (the “Purchaser”),
pursuant to that certain Securities Purchase Agreement, dated as of November 11,
2008, between ARYx Therapeutics, Inc., a Delaware corporation (the “Company”),
the Purchaser and certain other purchasers thereunder (the “Purchase
Agreement”) and is subject to the terms and conditions of the Purchase
Agreement. This Warrant, together with such other warrants issued pursuant to
the terms of the Purchase Agreement, shall collectively be referred to as the “Warrants.”


 


1.                              EXERCISE OF WARRANT.


 


(a)                   Method of Exercise. 
Subject to the terms and conditions herein set forth, upon surrender of
this Warrant at the principal office of the Company and upon payment of the
Warrant Price (as defined below) by wire transfer to the Company or cashier’s
check drawn on a United States bank made to the order of the Company, or
exercise of the right to credit the Warrant Price against the fair market value
of the Warrant Stock (as defined below) at the time of exercise (the “Net Exercise
Right”) pursuant to Section 1(b), Purchaser is entitled to purchase
from the Company, at any time after the date hereof and on or before the date
that is five (5) years from the Date of Issuance set forth above (the “Expiration
Date”), up to             
shares (as adjusted from time to time pursuant to the provisions of this
Warrant) of Common Stock, par value $0.001 per share (“Common Stock”) of
the Company (the “Warrant Stock”), at a purchase price of $2.64 per
share (the “Warrant Price”).


 


(b)                  Net Exercise
Right.  If the Company shall receive written notice from the holder of this
Warrant at the time of exercise of this Warrant that the holder elects to
exercise the Net Exercise Right, the Company shall deliver to such holder
(without payment by the Purchaser of any exercise price in cash) that number of
fully paid and nonassessable shares of Common Stock equal to the quotient
obtained by dividing (y) the value of this Warrant (or the specified
portion thereof) on the date of exercise, which value shall be determined by
subtracting (1) the 


 

















 


aggregate Warrant Price of
the Warrant Stock (or the specified portion thereof) immediately prior to the
exercise of this Warrant from (2) the Aggregate Fair Market Value (as
defined below) of the Warrant Stock (or the specified portion thereof) issuable
upon exercise of this Warrant (or specified portion thereof) on the date of
exercise by (z) the Fair Market Value (as defined below) of one share of
Common Stock on the date of exercise. 
The “Fair Market Value” of a share of Common Stock shall mean the
average of the closing or last
reported sale prices of the Common Stock on the NASDAQ Global Market or other
such other principal exchange or quotation system for the five (5) consecutive
trading days immediately prior to date of exercise as reported by the NASDAQ
Global Market or such other principal exchange or quotation system on which the
Common Stock is then traded or, if the Common Stock is not publicly traded, the
price determined in good faith by the Company’s Board of Directors.  The “Aggregate Fair Market Value” of
the Warrant Stock shall be determined by multiplying the number of shares of
Warrant Stock by the Fair Market Value of one share of Warrant Stock.


 


2.                              CERTAIN ADJUSTMENTS.


 


(a)                        Mergers or Consolidations.  If
at any time while this Warrant is exercisable there shall be a capital
reorganization (other than a combination or subdivision of Warrant Stock
otherwise provided for herein) (a “Reorganization”), or a merger or
consolidation of the Company with another corporation (other than a merger with
another corporation in which the Company is a continuing corporation and which
does not result in any reclassification or change of outstanding securities
issuable upon exercise of this Warrant or a merger effected exclusively for the
purpose of changing the domicile of the Company) (a “Merger”), then, as
a part of such Reorganization or Merger, the Company shall use its commercially
reasonable efforts to ensure Purchaser shall thereafter be entitled to receive
upon exercise of this Warrant, during the period specified in this Warrant and
upon payment of the Warrant Price, the same amount and kind of securities, cash
or other property of the Company or the successor corporation resulting from
such Reorganization or Merger, to which a holder of the Common Stock
deliverable upon exercise of this Warrant would have been entitled under the
provisions of the agreement in such Reorganization or Merger if this Warrant
had been exercised immediately before that Reorganization or Merger. In any
such case, appropriate adjustment (as determined in good faith by the Company’s
Board of Directors) shall be made in the application of the provisions of this
Warrant with respect to the rights and interests of the Purchaser after the
Reorganization or Merger to the end that the provisions of this Warrant
(including adjustment of the Warrant Price then in effect and the number of
shares of Warrant Stock) shall be applicable after that event, as near as
reasonably may be, in relation to any shares or other property deliverable
after that event upon exercise of this Warrant. Notwithstanding the foregoing,
in the event any successor to the Company, surviving entity or the corporation
purchasing or otherwise acquiring such assets or other appropriate corporation
or entity does not agree to assume this Warrant in connection with a
Reorganization or Merger, then this Warrant shall terminate and be of no
further force or effect unless exercised pursuant to Section 1 hereof
prior to the date of closing of such Reorganization or Merger.


 


(b)                  Splits and Subdivisions; Dividends.  In
the event the Company should at any time, or from time to time, fix a record
date for the effectuation of a split or subdivision of the outstanding shares
of Common Stock or the determination of the holders of Common Stock entitled to
receive a dividend or other distribution payable in additional shares of Common
Stock 


 


2

















 


or other securities or
rights convertible into, or entitling the holder thereof to receive directly or
indirectly, additional shares of Common Stock (hereinafter referred to as the “Common
Stock Equivalents”) without payment of any consideration by such holder for
the additional shares of Common Stock or Common Stock Equivalents (including
the additional shares of Common Stock issuable upon conversion or exercise
thereof), then, as of such record date (or the date of such distribution, split
or subdivision if no record date is fixed), the per share Warrant Price shall
be appropriately decreased and the number of shares of Warrant Stock shall be
appropriately increased in proportion to such increase (or potential increase)
of outstanding shares.


 


(c)                   Combination of Shares.  If
the number of shares of Common Stock outstanding at any time after the date
hereof is decreased by a combination of the outstanding shares of Common Stock,
the per share Warrant Price shall be appropriately increased and the number of
shares of Warrant Stock shall be appropriately decreased in proportion to such
decrease in outstanding shares.


 


(d)                  Adjustments for Other Distributions.  In
the event the Company shall declare a distribution payable in securities of
other persons, evidences of indebtedness issued by the Company or other
persons, assets (excluding cash dividends paid out of net profits) or options
or rights not referred to in Section 2(b), then, in each such case for the
purpose of this Section 2(d), upon exercise of this Warrant the holder
hereof shall be entitled to a proportionate share of any such distribution as
though such holder was the holder of the number of shares of Common Stock into
which this Warrant may be exercised as of the record date fixed for the
determination of the holders of Common Stock entitled to receive such
distribution.


 


(e)     Certificate of Adjustment.  Whenever the Warrant Price or number or type
of securities issuable upon exercise of this Warrant is adjusted, as herein
provided, the Company shall, at its expense, promptly deliver to the record
holder of this Warrant a certificate of an officer of the Company setting forth
the nature of such adjustment and showing in detail the facts upon which such
adjustment is based.


 


3.                              NO FRACTIONAL SHARES.  No fractional shares of Warrant Shares will
be issued in connection with any exercise of this Warrant.  In lieu of any fractional shares which would
otherwise be issuable, the Company shall pay cash equal to the product of such
fraction multiplied by the Fair Market Value of one share of Warrant Stock.


 


4.                              NO STOCKHOLDER RIGHTS.  Until the exercise of this Warrant or any
portion of this Warrant, the Purchaser shall not have nor exercise any rights
by virtue hereof as a stockholder of the Company (including without limitation
the right to notification of stockholder meetings or the right to receive any
notice or other communication concerning the business and affairs of the
Company).


 


5.                              RESERVATION OF STOCK.  The Company covenants that during the period
this Warrant is exercisable, the Company will reserve from its authorized and
unissued Common Stock a sufficient number of shares of Common Stock (or other
securities, if applicable) to provide for the issuance of Warrant Stock (or
other securities) upon the exercise of this Warrant.  The Company agrees that its issuance of this
Warrant shall constitute full authority to its officers 


 


3

















 


who are charged with the
duty of executing stock certificates to execute and issue the necessary
certificates for the Warrant Stock upon the exercise of this Warrant.


 


6.                              MECHANICS OF EXERCISE.  This Warrant may be exercised by the holder
hereof, in whole or in part, by the surrender of this Warrant and the Notice of
Exercise attached hereto as Exhibit A duly completed and executed
on behalf of the holder hereof, at the principal office of the Company together
with payment in full of the Warrant Price then in effect with respect to the
number of shares of Warrant Stock as to which the Warrant is being exercised.  This Warrant shall be deemed to have been
exercised immediately prior to the close of business on the date of its
surrender for exercise as provided above, and the person entitled to receive
the Warrant Stock issuable upon such exercise shall be treated for all purposes
as the holder of such shares of record as of the close of business on such
date.  As promptly as practicable on or
after such date, the Company at its expense shall cause to be issued and
delivered to the person or persons entitled to receive the same, a certificate
or certificates for the number of full shares of Warrant Stock issuable upon
such exercise, together with cash in lieu of any fraction of a share as
provided above.  The shares of Warrant
Stock issuable upon exercise hereof shall, upon their issuance, be validly
issued, fully paid and nonassessable, and free from all preemptive rights,
taxes, liens and charges with respect to the issue thereof.  In the event that this Warrant is exercised
in part, the Company at its expense will execute and deliver a new Warrant of
like tenor exercisable for the number of shares for which this Warrant may then
be exercised.


 


7.                              REPRESENTATIONS OF PURCHASER.  As of the date hereof, the Purchaser hereby
confirms the representations and warranties made by the Purchaser in Section 4
of the Purchase Agreement.


 


8.                              TRANSFER RESTRICTIONS.


 


(a)                   Unregistered Security.  The
holder of this Warrant acknowledges that this Warrant and the Warrant Stock
have not been registered under the Securities Act of 1933, as amended (the “Securities
Act”) or applicable state securities laws (collectively, the “Acts”),
and agrees not to sell, encumber or otherwise transfer this Warrant or any
Warrant Stock issued upon its exercise unless (i) there is an effective
registration statement under the Securities Act covering the transaction, (ii) the
Company receives an opinion of counsel satisfactory to the Company that such
registration is not required, or (iii) the Company otherwise satisfies
itself that registration is not required. 
Each certificate or other instrument for Warrant Stock issued upon the
exercise of this Warrant shall bear a legend substantially to the foregoing
effect.


 


(b)                  No Transfer.  This Warrant is not
transferable without the Company’s prior written consent; provided, however,
such consent shall not be required in connection with the transfer by the
Purchaser of such Warrant (but only with all related obligations) without
consideration to a Qualifying Holder (as such term is defined in the
Registration Rights Agreement between the Company and the Purchaser entered
into in connection with the Purchase Agreement dated as of even date herewith),
provided that (i) written notice (in the form of Exhibit B as
attached hereto) is provided to the Company at least five (5) business
days prior to any such transfer, (ii) the transferee is an “accredited
investor” as defined in Rule 501(a) of Regulation D promulgated under
the Securities Act and (iii) the transferee agrees in writing to be bound
by all of the provisions of this Warrant.


 


4

















 


9.                              NOTICES OF RECORD DATE.  In the event of:


 


(a)                   any taking by the Company of a record of the
holders of any class of securities for the purpose of determining the holders
thereof who are entitled to receive any dividend (other than a cash dividend
payable out of earned surplus of the Company) or other distribution, or any
right to subscribe for, purchase or otherwise acquire any shares of stock of
any class or any other securities or property, or to receive any other right;
or


 


(b)                  any Reorganization or Merger; or


 


(c)                   any voluntary or involuntary dissolution,
liquidation or winding-up of the Company,


 


then
and in each such event the Company will mail or cause to be mailed to the
Purchaser (or a permitted transferee pursuant to Section 8(b) above)
a notice specifying (i) the date on which any such record is to be taken
for the purpose of such dividend, distribution or right, and stating the amount
and character of such dividend, distribution or right and (ii) the date on
which any such Reorganization, Merger, dissolution, liquidation or winding-up
is to take place, and the time, if any, as of which the holders of record of
Common Stock (or other securities) shall be entitled to exchange their shares of
Common Stock (or other securities) for securities or other property deliverable
upon such Reorganization, Merger, dissolution, liquidation or winding-up.  Such notice shall be mailed at least ten (10) business
days prior to the date therein specified.


 


10.                        REPLACEMENT OF WARRANTS.  On receipt of evidence reasonably
satisfactory to the Company of the loss, theft, destruction or mutilation of
this Warrant and, in the case of any such loss, theft, destruction or mutilation
of this Warrant, on delivery of an indemnity agreement or security reasonably
satisfactory in form and amount to the Company or, in the case of any such
mutilation, on surrender and cancellation of such Warrant, the Company at its
expense will execute and deliver, in lieu thereof, a new Warrant of like tenor.


 


11.                        SATURDAYS, SUNDAYS, HOLIDAYS, ETC.  If the last or appointed day for the taking
of any action or the expiration of any right required or granted herein shall
be a Saturday or Sunday or shall be a legal U.S. holiday, then such action may
be taken or such right may be exercised on the next succeeding day not a
Saturday, Sunday or legal U.S. holiday.


 


12.                        MISCELLANEOUS.  This Warrant shall be governed by the laws of
the State of Delaware.  The headings in
this Warrant are for purposes of convenience and reference only, and shall not
be deemed to constitute a part hereof. 
Neither this Warrant nor any term hereof may be changed, waived,
discharged or terminated except by an instrument in writing signed by the
Company and the Majority Purchasers (as defined in the Purchase Agreement)
provided that all Warrants are similarly affected.  Upon the effectuation of any such amendment,
discharge or waiver in conformance with this Section 12, the Company shall
promptly give written notice thereof to the record holders of the Warrants who
have not previously consented thereto in writing. All notices required or
permitted under this Warrant shall be in writing 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 


 


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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. All communications shall be
sent to the Company at the address listed below and to Purchaser at the address
set forth in the Purchaser Agreement or at such other address as the Company or
Purchaser may designate by ten (10) days’ advance written notice to the
other party hereto. The invalidity or unenforceability of any provision hereof
shall in no way affect the validity or enforceability of any other provisions.
Receipt of this Warrant by the Purchaser shall constitute acceptance of and
agreement to all of the terms and conditions contained herein.


 


[SIGNATURE
PAGE FOLLOWS]


 


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IN WITNESS WHEREOF, this Warrant to purchase shares
of Common Stock of ARYx Therapeutics, Inc. is issued effective as of the
Date of Issuance first set forth above.


 


 


	
   

  	
  ARYx
  Therapeutics, Inc.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Paul
  Goddard, Ph.D.

  
	
   

  	
   

  	
  Chairman of the Board and Chief

  
	
   

  	
   

  	
  Executive Officer

  
	
   

  	
   

  
	
   

  	
  Address:
  

  	
  6300
  Dumbarton Circle

  
	
   

  	
   

  	
  Fremont,
  CA 94555

  
	
   

  	
   

  	
  Attention:
  Paul Goddard, Ph.D.,

  
	
   

  	
   

  
	
   

  	
  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.

  
				



 

















 


EXHIBIT A


 


NOTICE OF INTENT TO EXERCISE


(To be signed only upon exercise of Warrant)


 


To:  ARYx Therapeutics, Inc.


 


The undersigned, the Purchaser of the attached
Warrant, hereby irrevocably elects to exercise the purchase right represented
by such Warrant for, and to purchase thereunder,                             
(                )
shares of Common Stock of ARYx Therapeutics, Inc. and (choose one)


 


                    
herewith makes payment of                                     
Dollars ($                  )
thereof


 


or


 


                    
exercises the Net Exercise Right pursuant to Section 1(b) thereof and
requests that the certificates for such shares be issued in the name of, and
delivered to                                                       ,
whose address is                                                                                                                                                                                                         .


 


As of the date hereof, the Purchaser hereby confirms
the representations and warranties made by the Purchaser in Section 4 of
the Purchase Agreement.


 


 


	
  DATED:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (Signature
  must conform in all

  
	
   

  	
   

  	
  respects
  to name of the Purchaser

  
	
   

  	
   

  	
  as
  specified on the face of the

  
	
   

  	
   

  	
  Warrant)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (Address)

  



 

















 


EXHIBIT B


 


NOTICE OF ASSIGNMENT FORM


 


FOR VALUE RECEIVED,                                             
(the “Assignor”) hereby sells, assigns and transfers all of the rights
of the undersigned Assignor under the attached Warrant with respect to the
number of shares of Common Stock of ARYx Therapeutics, Inc. (the “Company”)
covered thereby set forth below, to the following “Assignee” and, in
connection with such transfer, represents and warrants to the Company that (i) such
Assignee is a Qualifying Holder (as such term is defined in the Registration
Rights Agreement between the Company and the Purchaser entered into in
connection with the Purchase Agreement dated as of even date herewith) of the
Assignor and (ii) the transfer is otherwise in compliance with Section 9(b) of
the Warrant:


 


	
  NAME OF ASSIGNEE

  	
   

  	
  ADDRESS/FAX NUMBER

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Dated:

  	
   

  	
   

  	
  Signature:  

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Witness:

  	
   

  
						



 


 


ASSIGNEE ACKNOWLEDGMENT


 


The undersigned Assignee acknowledges that it has
reviewed the attached Warrant and by its signature below it hereby represents
and warrants that it is a Qualifying Holder and an “accredited investor” as
defined in Rule 501(a) of Regulation D promulgated under the
Securities Act of 1933, as amended, and agrees to be bound by the terms and
conditions of the attached Warrant as of the date hereof.


 


 


	
   

  	
  Signature:

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Its:

  	
   

  
	
   

  	
  Address: