Exhibit
4.2


 


ANACOR PHARMACEUTICALS, INC.

A DELAWARE CORPORATION


 


 


REGISTRATION RIGHTS AGREEMENT


 


 


November 23, 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

  	
  3

  
	
   

  	
  1.4

  	
  Furnish Information

  	
  4

  
	
   

  	
  1.5

  	
  Expenses of Registration

  	
  4

  
	
   

  	
  1.6

  	
  Delay of Registration

  	
  5

  
	
   

  	
  1.7

  	
  Indemnification

  	
  5

  
	
   

  	
  1.8

  	
  Reports Under Securities Exchange Act of 1934

  	
  7

  
	
   

  	
  1.9

  	
  Termination of Registration Rights

  	
  8

  
	
   

  	
   

  	
   

  	
   

  
	
  2.

  	
  Miscellaneous

  	
  8

  
	
   

  	
  2.1

  	
  Entire Agreement

  	
  8

  
	
   

  	
  2.2

  	
  Successors and Assigns

  	
  8

  
	
   

  	
  2.3

  	
  Amendments and Waivers

  	
  8

  
	
   

  	
  2.4

  	
  Notices

  	
  8

  
	
   

  	
  2.5

  	
  Severability

  	
  8

  
	
   

  	
  2.6

  	
  Delays or Omissions; Remedies Cumulative

  	
  9

  
	
   

  	
  2.7

  	
  Attorneys’ Fees

  	
  9

  
	
   

  	
  2.8

  	
  Governing Law

  	
  9

  
	
   

  	
  2.9

  	
  Counterparts

  	
  9

  
	
   

  	
  2.10

  	
  Titles and Subtitles

  	
  9

  
	
   

  	
  2.11

  	
  Aggregation of Stock

  	
  9

  



 


i

















 


ANACOR PHARMACEUTICALS, INC.

A DELAWARE CORPORATION


 


REGISTRATION RIGHTS AGREEMENT


 


This
Registration Rights Agreement (this “Agreement”) is made as of November
23, 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 


 


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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
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.


 


(f)                                    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 


 


3

















 


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.


 


(g)                                 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.


 


(h)                                 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.


 


(i)                                     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 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.


 


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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 of any such underwriter, against any
losses, claims, damages, or 


 


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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 


 


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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 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 


 


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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.


 


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. 



 


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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.


 


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 Registration Rights Agreement as of the date
first above written.


 


	
   

  	
  COMPANY:

  
	
   

  	
   

  
	
   

  	
  ANACOR
  PHARMACEUTICALS, INC.

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:
  

  	
  /s/
  James R. Marconi

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:
  

  	
  James
  R. Marconi

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:
  

  	
  Vice
  President

  
	
   

  	
   

  	
   

  
	
   

  	
  Address:
  

  	
  1020
  East Meadow Circle

  
	
   

  	
   

  	
  Palo
  Alto, California  94303

  



 


 


SIGNATURE
PAGE TO THE REGISTRATION RIGHTS AGREEMENT


 

















 


INVESTORS:


 


 


	
  VENROCK
  PARTNERS, L.P.

  	
   

  	
  VENROCK
  ASSOCIATES IV, L.P.

  
	
  by
  its General Partner, Venrock

  	
   

  	
  by
  its General Partner, Venrock

  
	
  Partners
  Management, LLC

  	
   

  	
  Management
  IV, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/
  Anders D. Hove

  	
   

  	
  By:

  	
  /s/
  Anders D. Hove

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Name:

  	
  Anders
  D. Hove

  	
   

  	
  Name:

  	
  Anders
  D. Hove

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Title:

  	
  Member

  	
   

  	
  Title:

  	
  Member

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Address:

  	
  530
  Fifth Avenue, 22nd floor

  	
   

  	
  Address:

  	
  530
  Fifth Avenue, 22nd floor

  
	
   

  	
  New
  York, NY 10036

  	
   

  	
   

  	
  New
  York, NY 10036

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  VENROCK
  ENTREPRENEURS

  	
   

  	
  VENROCK
  HEALTHCARE CAPITAL 

  
	
  FUND
  IV, L.P.

  	
   

  	
  PARTNERS,
  L.P.

  
	
  by
  its General Partner, VEF

  	
   

  	
  By:
  VHCP Management, LLC

  
	
  Management
  IV, LLC

  	
   

  	
  Its:
  General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  VHCP
  CO-INVESTMENT HOLDINGS, 

  
	
  By:
  

  	
  /s/
  Anders D. Hove

  	
   

  	
  LLC

  
	
   

  	
   

  	
   

  	
  By:
  VHCP Management, LLC

  
	
  Name:
  

  	
  Anders
  D. Hove

  	
   

  	
  Its:
  Manager

  
	
   

  	
   

  	
   

  	
   

  
	
  Title:
  

  	
  Member

  	
   

  	
  /s/
  Anders D. Hove

  
	
   

  	
   

  	
   

  	
  Anders
  Hove

  
	
  Address:

  	
  530
  Fifth Avenue, 22nd floor

  	
   

  	
  Member

  
	
   

  	
  New
  York, NY 10036

  	
   

  	
   

  
	
   

  	
   

  	
  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