Exhibit 4.8  


ANACOR PHARMACEUTICALS, INC.
A DELAWARE CORPORATION  


 REGISTRATION RIGHTS AGREEMENT  


 November     , 2010  








 




































  TABLE OF CONTENTS  

 






 



							
	 
	 	 
	 	 
	 	Page 
	 1.
	 	Definitions; Registration Rights. 	 	1
	 
	 	1.1	 	 Definitions. 
	 	1
	 
	 	1.2	 	 Form S-3 Registration. 
	 	2
	 
	 	1.3	 	 Obligations of the Company. 
	 	2
	 
	 	1.4	 	 Furnish Information. 
	 	3
	 
	 	1.5	 	 Expenses of Registration. 
	 	3
	 
	 	1.6	 	 Delay of Registration. 
	 	4
	 
	 	1.7	 	 Indemnification. 
	 	4
	 
	 	1.8	 	 Reports Under Securities Exchange Act of 1934. 
	 	6
	 
	 	1.9	 	 Termination of Registration Rights. 
	 	6
	 2.
	 	 Miscellaneous. 
	 	

7
	 
	 	2.1	 	 Entire Agreement. 
	 	7
	 
	 	2.2	 	 Successors and Assigns. 
	 	7
	 
	 	2.3	 	 Amendments and Waivers. 
	 	7
	 
	 	2.4	 	 Notices. 
	 	7
	 
	 	2.5	 	 Severability. 
	 	7
	 
	 	2.6	 	 Delays or Omissions; Remedies Cumulative. 
	 	7
	 
	 	2.7	 	 Attorneys' Fees. 
	 	7
	 
	 	2.8	 	 Governing Law. 
	 	8
	 
	 	2.9	 	 Counterparts. 
	 	8
	 
	 	2.10	 	 Titles and Subtitles. 
	 	8
	 
	 	2.11	 	 Aggregation of Stock. 
	 	8




 

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 ANACOR PHARMACEUTICALS, INC.
A DELAWARE CORPORATION  


REGISTRATION RIGHTS AGREEMENT  


        This Registration Rights Agreement (this "Agreement") is made as of
November     , 2010, by and among Anacor Pharmaceuticals, Inc., a Delaware corporation (the "Company") and the investors listed
on Exhibit A hereto (each, an "Investor"). 


R E C I T A L S  


        The Company and certain of the Investors have entered into a Common Stock Purchase Agreement (the "Purchase
Agreement") of even date herewith pursuant to which the Company is selling to certain of the Investors and such Investors are purchasing from the Company shares of the
Company's Common Stock. A condition to the parties' obligations under the Purchase Agreement is that the Company and the Investors enter into this Agreement in order to provide the Investors with
certain rights to register shares of the Company's Common Stock. The Company desires to induce the Investors to purchase shares of Common Stock pursuant to the Purchase Agreement by agreeing to the
terms and conditions set forth herein. 


A G R E E M E N T  


        The parties hereto agree as follows: 



1.     Definitions; Registration Rights.  


        1.1    Definitions.    


        For
purposes of this Agreement: 



        (a)   "Board" means the Board of Directors of the Company, as the same shall be constituted from time to time. 


        (b)   "Common Stock" means the common stock, par value $0.001 per share, of the Company. 



        (c)   "Exempt Registration" means a registration statement relating to the sale of securities by the Company pursuant to a
stock option, stock purchase or similar benefit plan or an SEC Rule 145 transaction. 


        (d)   "Form S-3" means such form under the Securities Act as in effect on the date hereof or any successor
form under the Securities Act that is intended to be used as a short form for the registration of distribution of secondary shares. 


        (e)   "Person" means any individual, corporation, partnership, limited liability company, trust, business, association or
government or political subdivision thereof, governmental agency or other entity. 


        (f)    "Preferred Stock" means the Series C Preferred Stock, the Series D Preferred Stock and the Series E
Preferred Stock of the Company. 


        (g)   The
terms "register," "registered," and
"registration" refer to a registration effected by preparing and filing a registration statement or similar document in compliance with the Securities
Act and the declaration or ordering of effectiveness of such registration statement or document. 


        (h)   The
term "Registrable Securities" means (i) the shares of Common Stock issuable or issued upon conversion of the
Preferred Stock, (ii) the shares of Common Stock of the Company issued pursuant to the Purchase Agreement, and (iii) the shares of Common Stock issued pursuant to an Underwriting
Agreement to be entered into by and among the Company, Citigroup Global Markets Inc. and Deutsche Bank Securities Inc., as representatives of the several Underwriters (the
"Underwriters") named therein, in connection with the Company's initial public offering pursuant to the Registration Statement on
Form S-1 (File No. 333-169322). Subject to the 








 




foregoing,
securities shall only be treated as Registrable Securities if and so long as they have not been (A) sold to or through a broker or dealer or underwriter in a public distribution or a
public securities transaction, or (B) sold in a transaction exempt from the registration and prospectus delivery requirements of the Securities Act under Section 4(1) thereof so that all
transfer restrictions, and restrictive legends with respect thereto, if any, are removed upon the consummation of such sale. 



        (i)    The
number of shares of "Registrable Securities then outstanding" shall equal the number of shares of Common Stock
outstanding which are, and the number of shares of Common Stock issuable pursuant to then exercisable or convertible securities which are, Registrable Securities. 


        (j)    "SEC" means the Securities and Exchange Commission or any other federal agency at the time administering the Securities
Act. 


        (k)   "Securities Act" means the Securities Act of 1933, as amended. 




        1.2    Form S-3 Registration.    



        (a)    Initiation.    After the Company becomes eligible to use Form S-3
and within 30 days of receiving a written request from the Investor, the Company will use its best efforts to effect the registration of such Investor's Registrable Securities as are specified
in such written request. 


        (b)    Limitations.    Notwithstanding Section 1.2(a) above, the Company shall not be
obligated to effect any such registration pursuant to this Section 1.2 (i) if Form S-3 is not available for such offering by the Investors; (ii) if the Company
shall furnish to the Investors a certificate signed by the Chief Executive Officer of the Company stating that in the good faith judgment of the Board, it would be seriously detrimental to the Company
and its stockholders for such Form S-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the
Form S-3 for a period of not more than 30 days after receipt of the request of the Investor or Investors under this Section 1.2;  provided, however, that the Company shall not utilize this right more than once in any
12-month period; (iii) if the Company has, within the 12-month period preceding the date of such request, already effected two registrations on
Form S-3 for the Investors pursuant to this Section 1.2; or (iv) during the period ending 120 days after the effective date of a registration statement subject
to Section 1.2 of the Company's Amended and Restated Investors' Rights Agreement, as amended. Except as otherwise set forth in this Section 1.2, the Investors shall be entitled to
request an unlimited number of registrations on Form S-3. 




        1.3    Obligations of the Company.    Whenever required under this Section 1 to effect
the registration of any Registrable Securities, the Company shall, as expeditiously as reasonably possible: 



        (a)   Prepare
and file with the SEC a registration statement with respect to such Registrable Securities and use its reasonable best efforts to cause such registration
statement to become effective and shall its reasonable best efforts to keep such registration statement effective for up to two (2) years. 



        (b)   Prepare
and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection with such registration statement as
may be necessary to comply with the provisions of the Securities Act. 


        (c)   Furnish
to the Investors such numbers of copies of a prospectus, including a preliminary prospectus, in conformity with the requirements of the Securities Act, and such
other documents as they may reasonably request in order to facilitate the disposition of such Registrable Securities. 


        (d)   Use
its reasonable best efforts to register and qualify the securities covered by such registration statement under such other securities or Blue Sky laws of such
jurisdictions as shall be reasonably requested by the Investors, provided that the Company shall not be required in 



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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. 



        (e)   In
the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement with the managing underwriter of such offering
in usual and customary form and consistent with the other provisions of this Agreement. Each Investor participating in such underwriting shall also enter into and perform its obligations under such an
agreement. 




Notify
each Investor who holds Registrable Securities covered by the registration statement at any time when the Company becomes aware of the happening of any event as a result of which the
registration statement or the prospectus included in such registration statement or any supplement to the prospectus (as then in effect) contains any untrue statement of a material fact or omits to
state a material fact necessary to make the statements therein (in the case of the prospectus, in light of the circumstances under which they were made) not misleading or, if for any other reason it
shall be necessary during such time period to amend or supplement the registration statement or the prospectus in order to comply with the Securities Act, whereupon, in either case, each Investor
shall immediately cease to use such registration statement or prospectus for any purpose and, as promptly as practicable thereafter, the Company shall promptly prepare and file with the SEC, and
furnish without charge to the appropriate Investors a supplement or amendment to such registration statement or prospectus which will correct such statement or omission or effect such compliance and
such copies thereof as the Investors may reasonably request. In any such event, the number of days for which such registration statement is required to be effective hereunder shall be extended
accordingly. Notwithstanding the foregoing, in no event shall trading be suspended for more than twenty (20) consecutive days, and for not more than an aggregate of forty-five
(45) days in any twelve (12) month period. 



        (f)    Cause
all such Registrable Securities registered pursuant hereunder to be listed on each securities exchange or over-the-counter market on which
similar securities issued by the Company are then listed, if applicable. 


        (g)   Provide
a transfer agent and registrar for such Registrable Securities and a CUSIP number for all such Registrable Securities, in each case not later than the effective
date of such registration. 


        (h)   Notify
each Investor who holds Registrable Securities covered by the registration statement of (i) the expected effective date of the registration statement and
(ii) the effectiveness on the actual effective date thereof. 




        1.4    Furnish Information.    It shall be a condition precedent to the obligations of the
Company to take any action pursuant to this Section 1 with respect to the Registrable Securities of any selling Investor that such Investor shall furnish to the Company such information
regarding itself, the Registrable Securities held by it, and the intended method of disposition of such securities as shall be required to effect the registration of such Investor's Registrable
Securities. The Company shall have no obligation with respect to any registration requested pursuant to Section 1.2 of this Agreement if, as a result of the application of the preceding
sentence, the number of shares or the anticipated aggregate offering price of the Registrable Securities to be included in the registration does not equal or exceed the number of shares or the
anticipated aggregate offering price required to originally trigger the Company's obligation to initiate such registration as specified in subsection 1.2(b). 



        1.5    Expenses of Registration.    


        All
expenses other than underwriting discounts and commissions incurred in connection with registrations initiated pursuant to Section 1.2, including all registration, filing and
qualification fees, printers' and accounting fees, fees and disbursements of counsel for the Company, and the reasonable fees and disbursements of one counsel for the selling Investors up to a maximum
of $30,000 shall be 


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borne
by the Company; provided, however, that the Company shall not be required to pay for any expenses
of any registration proceeding begun pursuant to Section 1.2 if the registration request is subsequently withdrawn at the request of the Investors;  provided, however, that if at the time of such withdrawal, the Investors have learned of a material
adverse change in the condition, business, or prospects of the Company from that known to the Investors at the time of their request and have withdrawn the request with reasonable promptness following
disclosure by the Company of such material adverse change, then the Investors shall not be required to pay any of such expenses. 



        1.6    Delay of Registration.    No Investor shall have any right to obtain or seek an
injunction restraining or otherwise delaying any such registration as the result of any controversy that might arise with respect to the interpretation or implementation of this Section 1. 


        1.7    Indemnification.    In the event any Registrable Securities are included in a
registration statement under this Section 1: 



        (a)    Indemnification by the Company.    To the extent permitted by law, the Company will
indemnify and hold harmless each Investor, any or each agent, officer, director, stockholder or partner of each Investor, any or each grantor or beneficiary of a Investor that is a trust, any
underwriter (as defined in the Securities Act) for such Investor and each person, if any, who controls such Investor or underwriter within the meaning of Section 15 of the Securities Act or the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), against any losses, claims, damages, or liabilities (joint or several) to which they
may become subject under the Securities Act, the Exchange Act or other federal or state law, insofar as such losses, claims, damages, or liabilities (or actions in respect thereof) arise out of or are
based upon any of the following statements, omissions or violations (collectively a "Violation"): (i) any untrue statement or alleged untrue
statement of a material fact contained in such registration statement, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto,
(ii) 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, or (iii) any violation
or alleged violation by the Company of the Securities Act, the Exchange Act, any state securities law or any rule or regulation promulgated under the Securities Act, the Exchange Act or any state
securities law; and the Company will pay to each such Investor, underwriter or controlling person, as incurred, 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 subsection 1.7(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 to any Investor, underwriter or controlling person for any such loss, claim, damage,
liability, or action (1) to the extent that it arises out of or is based upon a Violation that occurs in reliance upon and in conformity with written information furnished expressly for use in
connection with such registration by any such Investor, underwriter or controlling person or (2) in the case of a sale directly by a Investor of Registrable Securities (including a sale of such
Registrable Securities through any underwriter retained by such Investor engaging in a distribution solely on behalf of such Investor), such Violation arises out of a material misstatement or omission
contained in a preliminary prospectus and corrected in a final or amended prospectus, and such Investor failed to deliver a copy of the final or amended prospectus at or prior to the confirmation of
the sale of the Registrable Securities to the person asserting any such loss, claim, damage or liability in any case in which such delivery is required by the Securities Act. 



        (b)    Indemnification by the Investors.    To the extent permitted by law, each Investor
joining in registration will indemnify and hold harmless the Company, each of its directors, each of its officers who has signed the registration statement, each person, if any, who controls the
Company within the meaning of Section 15 of the Securities Act, any underwriter and any controlling person 



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of
any such underwriter, against any losses, claims, damages, or liabilities (joint or several) to which any of the foregoing persons may become subject, under the Securities Act, the Exchange Act or
other federal or state law, insofar as such losses, claims, damages, or liabilities (or actions in respect thereto) arise out of or are based upon any Violation, in each case to the extent (and only
to the extent) that such Violation occurs in reliance upon and in conformity with written information (including, without limitation, written negative responses to inquiries) furnished by such
Investor expressly for use in connection with such registration; and each such Investor will pay, as incurred, any legal or other expenses reasonably incurred by any person intended to be indemnified
pursuant to this Section 1.7(b), in connection with investigating or defending any such loss, claim, damage, liability, or action; provided,  however,
that the indemnity agreement contained in this Section 1.7(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 the Investor, which consent shall not be unreasonably withheld;  provided, further, that in no event shall any indemnity under this Section 1.7(b) exceed the net
proceeds from the offering received by such Investor, except in the case of willful fraud by such Investor; provided,  further, that the indemnity under
this Section 1.7(b) shall not be deemed to relieve any underwriter of any of its due diligence obligations.
 


        (c)    Procedures.    Promptly after receipt by an indemnified party under this
Section 1.7 of notice of the commencement of any action (including any governmental action), such indemnified party will, if a claim in respect thereof is to be made against any indemnifying
party under this Section 1.7, deliver to the indemnifying party a written notice of the commencement thereof and the indemnifying party shall have the right to participate in, and, to the
extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume the defense thereof with counsel mutually satisfactory to the parties;  provided,
however, that an indemnified party (together with all other indemnified parties which may be
represented without conflict by one counsel) shall have the right to retain one separate counsel, with the reasonable fees and expenses to be paid by the indemnifying party, if representation of such
indemnified party by the counsel retained by the indemnifying party
would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such proceeding. The failure to deliver written
notice to the indemnifying party within a reasonable time of the commencement of any such action, to the extent prejudicial to its ability to defend such action, shall relieve such indemnifying party
of any liability to the indemnified party under this Section 1.7, but the omission so to deliver written notice to the indemnifying party will not relieve it of any liability that it may have
to any indemnified party otherwise than under this Section 1.7. No indemnifying party, in the defense of any such claim or litigation, shall, except with the consent of each indemnified party,
consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release
from all liability in respect to such claim or litigation. The indemnity agreements contained in this Section 1.7 shall not apply to amounts paid in settlement of any loss, claim, damage,
liability or action if such settlement is effected without the consent of the indemnifying party, which consent shall not be unreasonably withheld. 



        (d)    Contribution.    If the indemnification provided for in this Section 1.7 is held
by a court of competent jurisdiction to be unavailable to an indemnified party with respect to any loss, liability, claim, damage or expense referred to therein, then the indemnifying party, in lieu
of indemnifying such indemnified party hereunder, shall contribute to the amount paid or payable by such indemnified party as a result of such loss, liability, claim, damage, or expense in such
proportion as is appropriate to reflect the relative fault of the indemnifying party on the one hand and of the indemnified party on the other in connection with the statements or omissions that
resulted in such loss, liability, claim, damage or expense as well as any other relevant equitable considerations; provided, that in no event shall any
contribution by a Investor under this Section 1.9(d) exceed the 



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net
proceeds from the offering received by such Investor, except in the case of willful fraud by such Investor. The relative fault of the indemnifying party and of the indemnified party shall be
determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission to state a material fact relates to information supplied by the
indemnifying party or by the indemnified party and the parties' relative intent, knowledge, access to information, and opportunity to correct or prevent such statement or omission. 


        (e)    Reimbursement.    The contribution required by this Section 1.7 shall be made by
periodic payment during the course of the investigation or defense, as and when bills are submitted to the indemnifying party. 


        (f)    Survival.    The obligations of the Company and Investors under this Section 1.7
shall survive the completion of any offering of Registrable Securities in a registration statement under this Section 1, and otherwise. No indemnifying party, in defense of any such claim or
litigation, shall, except with the consent of each indemnified party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving
by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation. 




        1.8    Reports Under Securities Exchange Act of 1934.    With a view to making available to
the Investors the benefits of Rule 144 promulgated under the Securities Act and any other rule or regulation of the SEC that may at any time permit a Investor to sell securities of the Company
to the public without registration or pursuant to a registration on Form S-3, the Company agrees to: 



        (a)   make
and keep public information available, as those terms are understood and defined in SEC Rule 144, at all times after the effective date of the first
registration statement filed by the Company for the offering of its securities to the general public so long as the Company remains subject to the periodic reporting requirements under
Sections 13 or 15(d) of the Exchange Act; 


        (b)   take
such action, including the voluntary registration of its Common Stock under Section 12 of the Exchange Act, as is necessary to enable the Investors to use
Form S-3 for the sale of their Registrable Securities, such action to be taken as soon as practicable after the end of the fiscal year in which the first registration statement
filed by the Company for the offering of its equity securities to the general public is declared effective; 


        (c)   file
with the SEC in a timely manner all reports and other documents as may be required of the Company under the Securities Act and the Exchange Act; and 



        (d)   furnish
to any Investor, so long as the Investor owns any Registrable Securities, forthwith upon request (i) a written statement by the Company that it has
complied with the reporting requirements of SEC Rule 144, the Securities Act and the Exchange Act (at any time after it has become subject to such reporting requirements), or that it qualifies
as a registrant whose securities may be resold pursuant to Form S-3 (at any time after it so qualifies), (ii) a copy of the most recent annual or quarterly report of the
Company and such other reports and documents so filed by the Company, and (iii) such other information as may be reasonably requested in availing any Investor of any rule or regulation of the
SEC which permits the selling of any such securities without registration or pursuant to such form. 




        1.9    Termination of Registration Rights.    No Investor shall be entitled to exercise any
registration right provided for in this Section 1 after five years following the consummation of the initial public offering described in Section 1.1(h) above. 


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2.     Miscellaneous.  


        2.1    Entire Agreement.    This Agreement constitutes the entire agreement among the parties
hereto pertaining to the subject matter hereof, and any and all other written or oral agreements relating to the subject matter hereof existing among any of the parties hereto are expressly canceled. 



        2.2    Successors and Assigns.    Except as otherwise provided in this Agreement, and subject
to the restriction on transfer set forth in the Purchase Agreement, the terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective permitted successors and
assigns of the parties. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and assigns any rights,
remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement. 



        2.3    Amendments and Waivers.    This Agreement may be amended or waived only with the
written consent of the Company and the Investors who hold at least a majority of the Registrable Securities then outstanding. The Investors and their successors and assigns acknowledge that by
operation of this Section 2.3, the Investors who hold at least a majority of the then outstanding Registrable Securities, when acting together with the Company, will have the right and power to
diminish or eliminate any rights or increase any or all obligations under this Agreement. 



        2.4    Notices.    Unless otherwise provided, any notice required or permitted by this
Agreement shall be in writing and shall be deemed sufficient upon delivery, when delivered personally or by nationally recognized overnight courier or sent by electronic mail, or if mailed to a
domestic address, on the third business day after being deposited in the U.S. mail, as certified or registered mail, return receipt requested, with postage prepaid, and addressed to the party to be
notified at such party's address or electronic mail address as set forth below or on Exhibit A hereto or as subsequently modified by written notice and if to the Company, (a) addressed
to Anacor Pharmaceuticals, Inc., 1020 East Meadow Circle, Palo Alto, CA 94303-4230, Attn: David Perry, E-mail: dperry@anacor.com, (b) with a copy to
Mark B. Weeks, Cooley LLP, 3175 Hanover Street, Palo Alto, CA 94304, E-mail: mweeks@cooley.com. 


        2.5    Severability.    If one or more provisions of this Agreement are held to be
unenforceable under applicable law, the parties agree to renegotiate such provision in good faith. In the event that the parties cannot reach a mutually agreeable and enforceable replacement for such
provision, then (a) such provision shall be excluded from this Agreement, (b) the balance of the Agreement shall be interpreted as if such provision were so excluded and (c) the
balance of the Agreement shall be enforceable in accordance with its terms. 


        2.6    Delays or Omissions; Remedies Cumulative.    No delay or omission to exercise any
right, power or remedy accruing to any party under this Agreement, upon any breach or default of any other party under this Agreement, shall impair any such right, power or remedy of such
non-breaching or non-defaulting party nor shall it be construed to be a waiver of any such breach or default, or an acquiescence therein, or of or in any similar breach or
default thereafter occurring; nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring. Any waiver, permit, consent or
approval of any kind or character on the part of any party of any breach or default under this Agreement, or any waiver on the part of any party of any provisions or conditions of this Agreement, must
be in writing and shall be effective only to the extent specifically set forth in such writing. All remedies, either under this Agreement or by law or otherwise afforded to any party, shall be
cumulative and not alternative. 


        2.7    Attorneys' Fees.    If any action at law or in equity (including arbitration) is
necessary to enforce or interpret the terms of any this Agreement, the prevailing party shall be entitled to reasonable attorneys' fees, costs and necessary disbursements in addition to any other
relief to which such party may be entitled. 


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        2.8    Governing Law.    This Agreement and all acts and transactions pursuant hereto shall be
governed, construed and interpreted in accordance with the laws of the State of California, without giving effect to principles of conflicts of laws. 


        2.9    Counterparts.    This Agreement may be executed in two or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute one and the same instrument. 


        2.10    Titles and Subtitles.    The titles and subtitles used in this Agreement are used for
convenience only and are not to be considered in construing or interpreting this Agreement. 



        2.11    Aggregation of Stock.    All shares of Company stock held or acquired by affiliated
Persons (including former and current partners, former and current members and former and current stockholders) shall be aggregated together for the purpose of determining the availability of any
rights under this Agreement. 


[Signature
Pages Follow] 


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        The parties hereto have executed this Amended and Restated Investors' Rights Agreement as of the date first above written. 

 






 



					
	 	 	 COMPANY:
	

 	
 	
 ANACOR PHARMACEUTICALS, INC.
	

 	
 	
 By:	
 	
  







 
	 	 	 Name:	 	 David Perry
	 	 	 Title:	 	 Chief Executive Officer
	 	 	 Address:	 	 1020 East Meadow Circle

Palo Alto, California 94303




 

 SIGNATURE PAGE TO THE REGISTRATION RIGHTS AGREEMENT  







 






 



							
	 INVESTORS:	 	 	 	 
	
 VENROCK PARTNERS, L.P.
 by its General Partner, Venrock

Partners Management, LLC	
 	
 VENROCK ASSOCIATES IV, L.P.
 by its General Partner, Venrock

Management IV, LLC
	
 By:	
 	
  







 	
 	
 By:	
 	
    







 
	Name:	 	 Anders D. Hove	 	 Name:	 	 Anders D. Hove
	Title:	 	 Member	 	 Title:	 	 Member
	Address:	 	 530 Fifth Avenue, 22nd floor

New York, NY 10036	 	 Address:	 	 530 Fifth Avenue, 22nd floor

New York, NY 10036
	
 VENROCK ENTREPRENEURS

FUND IV, L.P.	
 	
 VENROCK HEALTHCARE CAPITAL

PARTNERS, L.P.
	by its General Partner, VEF	 	 By:	 	 VHCP Management, LLC
	Management IV, LLC	 	 Its:	 	 General Partner
	
 By:	
 	
 







 	
 	
 VHCP CO-INVESTMENT HOLDINGS, LLC
	Name:	 	 Anders D. Hove	 	 By:	 	 VHCP Management, LLC
	Title:	 	 Member	 	 Its:	 	 Manager
	Address:	 	 530 Fifth Avenue, 22nd floor

New York, NY 10036	 	  






  Anders Hove

Member
	 	 	 	 	Address:	 	 530 Fifth Avenue, 22nd floor

New York, NY 10036



 

 SIGNATURE PAGE TO THE REGISTRATION RIGHTS AGREEMENT  













































  EXHIBIT A  


 Schedule of Investors  


VENROCK PARTNERS L.P.
VENROCK ASSOCIATES IV, L.P.
VENROCK ENTREPRENEURS' FUND IV, L.P.

Venrock Healthcare Capital Partners, L.P. 



VHCP
Co-Investment Holdings, LLC

530 Fifth Avenue, 22nd floor

New York, NY 10036