**Exhibit 10.22**

 

**AMENDMENT TO**

 

**LICENSE, DEVELOPMENT, ANDCOMMERCIALIZATION AGREEMENT**

 

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

 

**RECITALS**

 

**WHEREAS**, AYRxand P&G are parties to that certain License, Development, andCommercialization Agreement **(“Agreement”),** which was executed on June 30, 2006;

 

**WHEREAS,** pursuantto Section 8.2(a)(ii) of the Agreement, P&G is required to deliver toARYx a written analysis of the data and results from the Definitive QTc Study(as such term is defined in the Agreement), along with a notification of themilestone event arising from such data and results (as described in Section 8.2(a)(ii)and Exhibit H), unless P&G exercises its right to terminate within aspecified time period following the QTc Milestone Date (as such term is definedin the Agreement);

 

**WHEREAS,** in aletter dated February 22, 2008, ARYx and P&G agreed to extend the foregoingtime period by five (5) business days to allow the Parties to discuss the dataand results from the Definitive QTc Study;

 

**WHEREAS,** basedon this discussion, P&G and ARYx now desire to amend the Agreement to set anew QT Milestone Date to permit a manual analysis of the data and results ofthe Definitive QTc Study, all under the terms and conditions set forth below.

 

**Now****THEREFORE,**the Parties agree as follows:

 

**1.**             All capitalized terms in thisAmendment that are not otherwise defined herein shall have the meanings givento such terms in the Agreement.

 

**2.**             As soon as practicable after theAmendment Effective Date, the Parties shall submit the data from the DefinitiveQTc Study to a Third Party for manual analysis **(**the**“Study Analyses”)**,****wherethe identity of such Third Party and the details of such manual analysis havebeen mutually agreed by the Parties prior to the Amendment Effective Date anddocumented in written minutes circulated between the Parties.

 

**3.**             Notwithstanding Section 1.81of the Agreement, the term **“QTc MilestoneDate”** shall mean thedate on which P&G receives the results of the Study Analyses.  This new definition shall apply to allinstances of “QTc Milestone Date” in the Agreement, including withoutlimitation in Sections 4.3(c), 8.2(a)(ii), and 14.3(b); provided, however, thatto the extent

 

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thatARYx receives the results of the Study Analyses prior to or at the same time asP&G, P&G obligations under Section 8.2(a)(ii) with respect to thedisclosure of raw, analyzable data shall be inapplicable.

 

**4.**             Any references in the Agreement tothe data or results from the Definitive QTc Study shall be interpreted toinclude the results of the Study Analyses.  For the avoidance of doubt, all original dataand results from the Definitive QTc Study shall be evaluated in light of, andto the extent appropriate based on sound statistical and regulatory principlesand data analysis methodologies, shall be superseded by, the results of theStudy Analyses.

 

**5.**             This Amendment amends the terms ofthe Agreement as expressly provided above, and the Agreement, as so amended andincluding all of its other terms and provisions that are not amended, remainsin full force and effect.  The validity,performance, construction, and effect of this Amendment shall be governed bythe laws of the State of Delaware, without regard to conflicts of lawprinciples that would provide for application of the law of anotherjurisdiction.  This Amendment may beexecuted in counterparts, all of which taken together shall be regarded as oneand the same instrument.

 

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INWITNESS WHEREOF, the Parties have executed this Amendment to License,Development, and Commercialization Agreement through their duly authorizedrepresentatives as of the Amendment Effective Date.

 
| **ARYX THERAPEUTICS, INC.** |                                                                                                  | **PROCTER & GAMBLE  PHARMACEUTICALS, INC.** |
|-----------------------------|-------------------------------------------------------------------------------------------------------|-------------------------------------------------|
| By:                         | /s/ Paul Goddard             2/29/08 |                                            | By: |  /s/ Thomas  M Fran             2/29/08 |
|                        |                                                                                                  |                                            |
| Name:                       | PAUL GODDARD                                                                                          |                                            | Name: |    Thomas M Fran |
|                        |                                                                                                  |                                            |
| Title:                 | CEO                                                                                                   |                                            | Title: |      President,  Global Health Care |
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