Exhibit
4.1


 


COMMON STOCK PURCHASE AGREEMENT


 


THIS COMMON STOCK PURCHASE AGREEMENT (this “Agreement”) is dated as of November 23, 2010,
by and among Anacor Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and each purchaser identified on
the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).


 


RECITALS


 


A.                                    The Company and
each Purchaser is executing and delivering this Agreement in reliance upon the
exemption from securities registration afforded by Section 4(2) of the
Securities Act of 1933, as amended (the “Securities
Act”), and Rule 506 of Regulation D (“Regulation D”)
as promulgated by the United States Securities and Exchange Commission (the “Commission”)
under the Securities Act.


 


B.                                    Each Purchaser,
severally and not jointly, wishes to purchase, and the Company wishes to sell,
upon the terms and conditions stated in this Agreement, that aggregate number
of shares of the common stock (the “Common
Stock”) of the Company set forth next of such Purchaser’s name
on Annex A hereto (which aggregate amount for all Purchasers together
shall be 2,000,000 shares of Common Stock and shall be collectively referred to
herein as the “Shares”).


 


C.                                    Contemporaneously
with the execution and delivery of this Agreement, the parties hereto are
executing and delivering a Registration Rights Agreement, substantially in the
form attached hereto as Exhibit A
(the “Registration Rights Agreement”),
pursuant to which, among other things, the Company will agree to provide
certain registration rights with respect to the Shares under the Securities Act
and the rules and regulations promulgated thereunder and applicable state
securities laws.


 


NOW, THEREFORE, in consideration  of
the mutual covenants contained in this Agreement, and for other good and
valuable consideration, the receipt and adequacy of which are hereby
acknowledged, the Company and the Purchasers hereby agree as follows:


 


ARTICLE 1


 


DEFINITIONS


 


1.1                               Definitions. In addition
to the terms defined elsewhere in this Agreement, for all purposes of this
Agreement, the following terms shall have the meanings indicated in this
Section 1.1:


 


“Agreement” shall
have the meaning ascribed to such term in the Preamble.


 


“Closing” means
the closing of the purchase by the Purchasers listed on Annex A  hereto and sale by the Company of the Shares to such
Purchasers pursuant to this Agreement on the Closing Date as provided in
Section 2 hereof, which shall be contingent on and concurrent with 


 

















 


the
closing of the sale and issuance of shares of Common Stock by the Company
pursuant to the Underwriting Agreement.


 


“Closing
Date” shall be the Closing Date as described in the
Underwriting Agreement.


 


“Common Stock” has
the meaning set forth in the Recitals, and also includes any securities into
which the Common Stock may hereafter be reclassified or changed.


 


“Company Counsel”
means Cooley LLP.


 


“Company Deliverables”
has the meaning set forth in Section 2.2(a).


 


“Company’s Knowledge”
means the actual knowledge of the executive officers (as defined in Rule 405
under the Securities Act) of the Company, after due inquiry.


 


“IPO” means the proposed underwritten
initial public offering of shares of the Company’s Common Stock pursuant to the
Registration Statement.


 


“Lien” means any
lien, charge, claim, encumbrance, security interest, right of first refusal,
preemptive right or other restrictions of any kind.


 


“Material Adverse Effect”
means a material adverse effect on (a) the results of operations, assets,
liabilities, business, or financial condition of the Company, taken as a whole,
or (b) the ability of the Company to perform its obligations under the
Transaction Documents, except that any of the following, either alone or in
combination, shall not be deemed a Material Adverse Effect:   (i) effects caused by changes or
circumstances affecting general market conditions in the U.S. economy or which
are generally applicable to the industry in which the Company operates, or (ii) effects
caused by any event, occurrence or condition resulting from or relating to the
taking of any action in accordance with this Agreement.


 


“Material Contract”
means any contract of the Company that has been filed or was required to have
been filed as an exhibit to the Registration Statement pursuant to
Item 601(b)(4) or Item 601(b)(10) of Regulation S-K.


 


“Person” means an
individual, corporation, partnership, limited liability company, trust,
business trust, association, joint stock company, joint venture, sole
proprietorship, unincorporated organization, governmental authority or any
other form of entity not specifically listed herein.


 


“Purchase Price”
means the per share initial public offering price in the IPO (prior to any
underwriting discounts and commissions).


 


“Purchaser Deliverables”
has the meaning set forth in Section 2.2(b).


 


“Registration Rights Agreement”
has the meaning set forth in the Recitals.


 


“Registration Statement”
means the registration statement on Form S-1 (File No. 333-169322),
including a prospectus filed pursuant to Rule 424 under the Securities Act and
any free 


 

















 


writing
prospectuses, relating to the underwritten public offering of shares of the
Company’s Common Stock.


 


“Securities Act”
means the Securities Act of 1933, as amended.


 


“Subscription Amount”
means with respect to each Purchaser, the aggregate amount to be paid for the
Shares purchased hereunder as indicated opposite such Purchaser’s name on Annex
A to this Agreement under the heading “Subscription Amount”.


 


“Transaction Documents”
means this Agreement, the schedules and exhibits attached hereto, the
Registration Rights Agreement and any other documents or agreements executed in
connection with the transactions contemplated hereunder.


 


“Underwriting Agreement” means that
certain Underwriting Agreement dated November 23, 2010 by and among the
Company and Citigroup Global Markets Inc. and Deutsche Bank Securities Inc., as
representatives of the several underwriters listed therein (together, the “Underwriters”), relating to the
Registration Statement.


 


ARTICLE 2


 


PURCHASE AND SALE


 


2.1                               Closing.


 


(a)                          Amount.  Subject to the terms and conditions set forth
in this Agreement, at the Closing, the Company shall issue and sell to each
Purchaser listed on Annex A hereto, and each Purchaser listed on Annex A hereto
shall, severally and not jointly, purchase from the Company, such number of
shares of Common Stock equal to the quotient resulting from dividing
(i) the Subscription Amount for such Purchaser by (ii) the Purchase
Price.


 


(b)                          Closing. The Closing
of the purchase and sale of the Shares shall be contingent on and shall take
place concurrently with the closing of the IPO at the offices of Company
Counsel, 3175 Hanover Street, Palo Alto, California on the Closing Date or at
such other locations or remotely by facsimile transmission or other electronic
means as the parties may mutually agree.


 


(c)                          Form of
Payment.  On the Closing Date, each
Purchaser listed on Annex A hereto shall wire its Subscription Amount, in
United States dollars and in immediately available funds, in the amount set
forth as the “Subscription Amount” indicated opposite such Purchaser’s name on
Annex A hereto by wire transfer to the Company’s account, as set forth in
instructions previously provided to the Purchasers.


 


2.2                               Closing
Deliveries.


 


(a)                          On or prior to
the Closing with respect to the Purchasers listed on Annex A hereto the Company
shall issue, deliver or cause to be delivered to each such Purchaser the
following (the “Company
Deliverables”):


 

















 


(i)                                    this Agreement,
duly executed by the Company;


 


(ii)                                the Shares
registered in the name of such Purchaser;


 


(iii)                            the
Registration Rights Agreement, duly executed by the Company; and


 


(iv)                               a customary
legal opinion from Company Counsel, reasonably acceptable to the Purchasers.


 


(b)                          On or prior to
the Closing with respect to the Purchasers listed on Annex A hereto, each such
Purchaser shall deliver or cause to be delivered to the Company the following
(the “Purchaser Deliverables”):


 


(i)                                    this Agreement,
duly executed by such Purchaser;


 


(ii)                                its Subscription
Amount, in United States dollars and in immediately available funds, in the
amount set forth as the “Subscription Amount” indicated below such Purchaser’s
name on the applicable signature page hereto by wire transfer to the Company’s
account as previously provided to the Purchasers; and


 


(iii)                            the
Registration Rights Agreement, duly executed by such Purchaser.


 


ARTICLE 3


 


REPRESENTATIONS AND
WARRANTIES


 


3.1                               Representations
and Warranties of the Company. The Company hereby
represents and warrants as of the date hereof and the Closing Date (except for
the representations and warranties that speak as of a specific date, which
shall be made as of such date), to each of the Purchasers that, except as set
forth in the Schedules delivered herewith or disclosed in the Registration
Statement:


 


(a)                          Organization
and Qualification. The Company is an entity duly incorporated or
otherwise organized, validly existing and in good standing under the laws of
the jurisdiction of its respective incorporation, with the requisite corporate
power and authority to own or lease and use its properties and assets and to
carry on its business as currently conducted. The Company is not in violation
of any of the provisions of its Certificate of Incorporation or Bylaws. The
Company is duly qualified to conduct business and is in good standing as a
foreign corporation or other entity in each jurisdiction in which the nature of
the business conducted or property owned by it makes such qualification
necessary, except where the failure to be so qualified or in good standing, as
the case may be, would not have a Material Adverse Effect.


 


(b)                          Authorization;
Enforcement; Validity. The Company has the requisite corporate
power and authority to enter into and to consummate the transactions contemplated
by each of the Transaction Documents to which it is a party and otherwise to
carry out its obligations hereunder and thereunder. The execution and delivery
of each of the Transaction Documents to 


 

















 


which the Company is a party and the consummation by
it of the transactions contemplated hereby and thereby (including, but not
limited to, the sale and delivery of the Shares) have been duly authorized by
all necessary corporate action on the part of the Company, and no further
corporate action is required by the Company, its Board of Directors or its
stockholders in connection therewith. 
Each of the Transaction Documents to which it is a party has been (or
upon delivery will have been) duly executed by the Company and is, or when
delivered in accordance with the terms hereof, will constitute the legal, valid
and binding obligation of the Company enforceable against the Company in
accordance with its terms, except as such enforceability may be limited by
applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or
similar laws relating to, or affecting generally the enforcement of, creditors’
rights and remedies or by other equitable principles of general
application.  Except as disclosed in the
Registration Statement, there are no stockholder agreements, voting agreements,
or other similar arrangements with respect to the Company’s capital stock to
which the Company is a party or, to the Company’s Knowledge, between or among
any of the Company’s stockholders.


 


(c)                          No
Conflicts.  The
execution, delivery and performance by the Company of the Transaction Documents
to which it is a party and the consummation by the Company of the transactions
contemplated hereby or thereby (including, without limitation, the issuance of
the Shares) do not and will not (i) conflict with or violate any
provisions of the Company’s Certificate of Incorporation or Bylaws or otherwise
result in a violation of the organizational documents of the Company, (ii)
conflict with, or constitute a default (or an event that with notice or lapse
of time or both would become a default) under, result in the creation of any
Lien upon any of the properties or assets of the Company or give to others any
rights of termination, amendment, acceleration or cancellation (with or without
notice, lapse of time or both) of, any Material Contract, or (iii) result
in a violation of any law, rule, regulation, order, judgment, injunction,
decree or other restriction of any court or governmental authority to which the
Company is subject, or by which any property or asset of the Company is bound
or affected, except in the case of clause (iii) such as would not,
individually or in the aggregate, be reasonably expected to have a Material
Adverse Effect.


 


(d)                          Issuance
of the Securities. The Shares have been duly authorized and, when
issued and paid for in accordance with the terms of the Transaction Documents,
will be duly and validly issued, fully paid and nonassessable and free and
clear of all Liens, other than restrictions on transfer provided for in the
Transaction Documents or imposed by applicable securities laws, and shall not
be subject to preemptive or similar rights. 
Assuming the accuracy of the representations and warranties of the
Purchasers in this Agreement, the Shares will be issued in compliance with all
applicable federal and state securities laws.


 


(e)                          Registration
Statement. The Registration Statement, as of its filing date
and including each of its subsequent amendments, complies in all material
respects with the requirements of the Securities Act and the rules and
regulations of the Commission promulgated thereunder, and the Registration
Statement and any prospectus contained therein does not contain any untrue
statement of a material fact or omit to state a material fact required to be
stated therein or necessary in order to make the statements therein, in light
of the circumstances under which they were made, not misleading.


 

















 


(f)                            Private
Placement. Assuming the accuracy of the Purchasers’
representations and warranties set forth in Section 3.2 of this Agreement,
no registration under the Securities Act is required for the offer and sale of
the Shares by the Company to the Purchasers under the Transaction Documents.


 


(g)                         Brokers
and Finders.  No Person
will have, as a result of the transactions contemplated by this Agreement, any
valid right, interest or claim against or upon the Company or any Purchaser for
any commission, fee or other compensation pursuant to any agreement,
arrangement or understanding entered into by or on behalf of the Company.


 


3.2                               Representations
and Warranties of the Purchasers. Each Purchaser hereby, for
itself and for no other Purchaser, represents and warrants as of the date
hereof and as of the Closing Date in the case of the Purchasers listed on Annex
A hereto to the Company as follows:


 


(a)                          Organization;
Authority. Such Purchaser is an entity duly organized,
validly existing and in good standing under the laws of the jurisdiction of its
organization with the requisite corporate or partnership power and authority to
enter into and to consummate the transactions contemplated by the Transaction
Documents to which it is a party and otherwise to carry out its obligations
hereunder and thereunder.  The execution,
delivery and performance by such Purchaser of the transactions contemplated by
this Agreement have been duly authorized by all necessary corporate or, if such
Purchaser is not a corporation, such partnership, limited liability company or
other applicable like action, on the part of such Purchaser.  Each of this Agreement and the Registration
Rights Agreement has been (or upon delivery will have been) duly executed by
such Purchaser, and when delivered by such Purchaser in accordance with the
terms hereof, will constitute the valid and legally binding obligation of such
Purchaser, enforceable against it in accordance with its terms, except as such
enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium, liquidation or similar laws relating to, or
affecting generally the enforcement of, creditors’ rights and remedies or by
other equitable principles of general application.


 


(b)                          No
Conflicts. The execution, delivery and performance by such
Purchaser of this Agreement and the Registration Rights Agreement and the consummation
by such Purchaser of the transactions contemplated hereby and thereby will not
(i) result in a violation of the organizational documents of such
Purchaser, (ii) conflict with, or constitute a default (or an event which
with notice or lapse of time or both would become a default) under, or give to
others any rights of termination, amendment, acceleration or cancellation of,
any agreement, indenture or instrument to which such Purchaser is a party, or
(iii) result in a violation of any law, rule, regulation, order, judgment
or decree (including federal and state securities laws) applicable to such
Purchaser, except in the case of clauses (ii) and (iii) above, for
such conflicts, defaults, rights or violations which would not, individually or
in the aggregate, reasonably be expected to have a material adverse effect on
the ability of such Purchaser to perform its obligations hereunder.


 


(c)                          Restricted
Securities. Such Purchaser understands that the Shares are
being issued in a transaction that was not, and will not be, registered under
the Securities Act by reason of a specific exemption from the registration
provisions of the Securities Act which depends upon, among other things, the
bona fide nature of the investment intent and the accuracy of the Purchaser’s
representations as expressed herein. Such Purchaser understands that the Shares



 

















 


are “restricted securities” under applicable U.S.
federal and state securities laws and that, pursuant to these laws, such
Purchaser must hold the Shares indefinitely unless they are registered with the
Commission and qualified by state authorities, or an exemption from such
registration and qualification requirements is available. Subject to the
Registration Rights Agreement, such Purchaser acknowledges that the Company has
no obligation to register or qualify the Shares for resale. Such Purchaser
further acknowledges that if an exemption from registration or qualification is
available, it may be conditioned on various requirements including, but not
limited to, the time and manner of sale, the holding period for the Shares, and
on requirements relating to the Company which are outside of the Purchaser’s
control, and which the Company is under no obligation and may not be able to
satisfy.


 


(d)                          Accredited
Investor.  Such
Purchaser is an accredited investor as defined in Rule 501(a) of Regulation D
promulgated under the Securities Act. Such Purchaser’s principal executive
offices are in the jurisdiction set forth immediately below such Purchaser’s
name on the applicable signature page attached hereto.


 


(e)                          Experience
of Such Purchaser. Such Purchaser, either alone or together with its
representatives, has such knowledge, sophistication and experience in business
and financial matters so as to be capable of evaluating the merits and risks of
the prospective investment in the Shares, and has so evaluated the merits and
risks of such investment. Such Purchaser is able to bear the economic risk of
an investment in the Shares and is able to afford a complete loss of such investment.


 


(f)                            Access
to Information.  Such
Purchaser acknowledges that it has received all the information it considers
necessary or appropriate for deciding whether to purchase the Shares and has
been afforded (i) the opportunity to ask such questions as it has deemed
necessary of, and to receive answers from, representatives of the Company
concerning the terms and conditions of the offering of the Shares and the
merits and risks of investing in the Shares; (ii) access to information
about the Company and its respective financial condition, results of
operations, business, properties, management and prospects sufficient to enable
it to evaluate its investment; and (iii) the opportunity to obtain such
additional information that the Company possesses or can acquire without
unreasonable effort or expense that is necessary to make an informed investment
decision with respect to the investment. Neither such inquiries nor any other
investigation conducted by or on behalf of such Purchaser or its
representatives or counsel shall modify, amend or affect such Purchaser’s right
to rely on the truth, accuracy and completeness of the Registration Statement
and the Company’s representations and warranties contained in the Transaction
Documents.


 


(g)                         Brokers
and Finders. No Person will have, as a result of the
transactions contemplated by this Agreement, any valid right, interest or claim
against or upon the Company or any Purchaser for any commission, fee or other
compensation pursuant to any agreement, arrangement or understanding entered
into by or on behalf of the Purchaser.


 


(h)                         Reliance
on Exemptions. Such Purchaser understands that the Shares being
offered and sold to it in reliance on specific exemptions from the registration
requirements of United States federal and state securities laws and that the
Company is relying in part upon the truth and accuracy of, and such Purchaser’s
compliance with, the representations, warranties, 


 

















 


agreements, acknowledgements and understandings of
such Purchaser set forth herein in order to determine the availability of such
exemptions and the eligibility of such Purchaser to acquire the Shares.


 


(i)                            Legends. Such Purchaser
understands that the Shares may bear one or all of the following legends:


 


(i)                                    “THE SHARES
REPRESENTED BY THIS CERTIFICATE WERE ISSUED IN A TRANSACTION THAT WAS NOT
REGISTERED UNDER THE SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR
INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR
DISTRIBUTION THEREOF. NO SUCH SALE OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN
EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN A
FORM REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT
REQUIRED UNDER THE SECURITIES ACT OF 1933.”


 


(ii)                                Any legend
required by the Blue Sky laws of any state to the extent such laws are
applicable to the Shares represented by the certificate so legended.


 


After
a registration statement on Form S-3 filed pursuant to the Registration Rights
Agreement has been declared effective by the Commission, the legends set forth
in this Section 3.2(i) shall be removed and the Company shall issue a
certificate without such legend to the holder of the Shares upon which it is
stamped or issue the Shares without such a legend to such holder by electronic
delivery at the applicable balance account at DTC.  Any fees (with respect to the transfer agent,
Company Counsel or otherwise) associated with the removal of such legend shall
be borne by the Company.


 


ARTICLE 4


 


CONDITIONS PRECEDENT TO
CLOSING


 


4.1                               Conditions
Precedent to the Obligations of the Purchasers to Purchase Shares at the
Closing. The obligation of each Purchaser listed on Annex A hereto to acquire
Shares at the Closing is subject to the fulfillment to such Purchaser’s
satisfaction, on or prior to the Closing Date, of each of the following
conditions, any of which may be waived by such Purchaser (as to itself only):


 


(a)                          Representations
and Warranties. The representations and warranties of the Company
contained herein shall be true and correct in all material respects (except for
those representations and warranties which are qualified as to materiality, in
which case such representations and warranties shall be true and correct in all
respects) as of the date of this Agreement and as of the Closing Date, as
though made on and as of the Closing Date, except for such representations and
warranties that speak as of a specific date.


 


(b)                          IPO
Shares. The Underwriters shall have purchased, concurrent with the purchase of
the Shares by the Purchasers hereunder, the Underwritten Shares (as defined in
the Underwriting Agreement) at the same purchase price (less any underwriting
discounts or commissions) per share payable by the Purchasers hereunder.


 

















 


(c)                          No
Injunction. No statute, rule, regulation, executive order,
decree, ruling or injunction shall have been enacted, entered, promulgated or
endorsed by any court or governmental authority of competent jurisdiction that
prohibits the consummation of any of the transactions contemplated by the
Transaction Documents.


 


(d)                          Company
Deliverables. The Company shall have delivered the Company
Deliverables in accordance with Section 2.2(a).


 


4.2                               Conditions
Precedent to the Obligations of the Company to sell Shares at the Closing. The Company’s
obligation to sell and issue the Shares to each Purchaser listed on Annex A
hereto at the Closing is subject to the fulfillment to the satisfaction of the
Company on or prior to the Closing Date of the following conditions, any of
which may be waived by the Company:


 


(a)                          Representations
and Warranties. The representations and warranties made by such
Purchaser in Section 3.2 hereof shall be true and correct in all material
respects as of the date of this Agreement, and as of the Closing Date as though
made on and as of the Closing Date, except for representations and warranties
that speak as of a specific date.


 


(b)                          IPO
Shares. The Underwriters shall have purchased, concurrent with the purchase of
the Shares by the Purchasers hereunder, the Underwritten Shares (as defined in
the Underwriting Agreement) at the same purchase price (less any underwriting
discounts or commissions) per share payable by the Purchasers hereunder.


 


(c)                          No
Injunction. No statute, rule, regulation, executive order,
decree, ruling or injunction shall have been enacted, entered, promulgated or
endorsed by any court or governmental authority of competent jurisdiction that
prohibits the consummation of any of the transactions contemplated by the
Transaction Documents.


 


(d)                          Purchasers
Deliverables. Such Purchaser shall have delivered its Purchaser
Deliverables in accordance with Section 2.2(b).


 


(e)                          Lock-Up
Agreement. Such Purchaser shall have executed and delivered to
the Underwriters a lock-up agreement in substantially the form delivered to the
Underwriters pursuant to the Underwriting Agreement, and such Lock-Up Agreement
shall be in full force and effect.


 


ARTICLE 5


 


MISCELLANEOUS


 


5.1                               Termination. This
Agreement shall automatically terminate upon the earliest to occur of
(i) the written consent of each of the Company and the Purchaser,
(ii) the withdrawal by the Company of the Registration Statement, or
(iii) following the execution of the Underwriting Agreement, the
termination of such Underwriting Agreement in accordance with its terms.


 


5.2                               Fees
and Expenses.  The Company
shall pay the reasonable fees and expenses incurred by the Purchasers,
including reasonable fees and expenses of experts, consultants, 


 

















 


counsel and the like, and other fees and expenses
incurred in connection with the negotiation, preparation, execution, delivery
and performance of this Agreement, in an amount not to exceed an aggregate of
$10,000.


 


5.3                               Entire
Agreement. The Transaction Documents, together with the
Exhibits and Schedules thereto, contain the entire understanding of the parties
with respect to the subject matter hereof and supersede all prior agreements,
understandings, discussions and representations, oral or written, with respect
to such matters, which the parties acknowledge have been merged into such
documents, exhibits and schedules. At or after the Closing, and without further
consideration, the Company and the Purchasers will execute and deliver to the
other such further documents as may be reasonably requested in order to give
practical effect to the intention of the parties under the Transaction
Documents.


 


5.4                               Notices. All notices
and other communications hereunder shall be in writing and shall be deemed to
have been duly given if mailed or transmitted and confirmed by any standard
form of telecommunication. The address for such notices and communications
shall be as follows:


 


	
  If to the Company:

  	
  Anacor
  Pharmaceuticals, Inc.

  
	
   

  	
  1020 East Meadow Circle

  
	
   

  	
  Palo Alto, CA 94303

  
	
   

  	
  Telephone No.: 
  (650) 543-7500

  
	
   

  	
  Attention: 
  Chief Financial Officer

  
	
   

  	
   

  
	
  With a copy to:

  	
  Cooley
  LLP

  
	
   

  	
  3175 Hanover Street

  
	
   

  	
  Palo Alto, California
  94304

  
	
   

  	
  Telephone No.:   (650) 843-5180

  
	
   

  	
  Facsimile No.:   (650) 849-7400

  
	
   

  	
  Attention:   Mark B. Weeks

  
	
   

  	
   

  
	
  If to a Purchaser:

  	
  To
  the address set forth under such Purchaser’s name on the signature page
  hereof;

  
	
   

  	
   

  
	
   

  	
  or
  such other address as may be designated in writing hereafter, in the same
  manner, by such Person.

  



 


5.5                               Amendments;
Waivers; No Additional Consideration. No amendment or waiver of
any provision of this Agreement, nor any consent or approval to any departure
therefrom, shall in any event be effective unless the same shall be in writing
and signed by the parties hereto.


 


5.6                               Construction. The headings
herein are included for convenience of reference only and are not intended to
be part of, or to affect the meaning or interpretation of, this Agreement.


 

















 


5.7                               Successors
and Assigns. The provisions of this Agreement shall inure to
the benefit of and be binding upon the parties and their successors and
permitted assigns. This Agreement is intended for the benefit of the parties
hereto and their respective successors and permitted assigns and is not for the
benefit of, nor may any provision hereof be enforced by, any other Person.


 


5.8                               Governing
Law. This Agreement shall be governed by and construed in accordance with
the laws of the State of California, without regard to the principles of
conflicts of law thereof.


 


5.9                               Survival. The
representations and warranties contained herein shall survive the Closing and
the delivery of the Shares for a period of one (1) year from the Closing
Date. The agreements and covenants contained herein shall survive for the
applicable statute of limitations.


 


5.10                        Execution. This
Agreement may be executed in two or more counterparts, all of which when taken
together shall be considered one and the same agreement and shall become
effective when counterparts have been signed by each party and delivered to the
other party, it being understood that both parties need not sign the same
counterpart.


 


5.11                        Severability. If any
provision of this Agreement is held to be invalid or unenforceable in any
respect, the validity and enforceability of the remaining terms and provisions
of this Agreement shall not in any way be affected or impaired thereby and the
parties will attempt to agree upon a valid and enforceable provision that is a
reasonable substitute therefor, and upon so agreeing, shall incorporate such
substitute provision in this Agreement.


 


5.12                        Remedies. In addition
to being entitled to exercise all rights provided herein or granted by law,
including recovery of damages, each of the Purchasers and the Company will be
entitled to specific performance under the Transaction Documents. The parties
agree that monetary damages may not be adequate compensation for any loss
incurred by reason of any breach of obligations described in the foregoing
sentence and hereby agree to waive in any action for specific performance of
any such obligation (other than in connection with any action for a temporary
restraining order) the defense that a remedy at law would be adequate.


 
















 


IN WITNESS WHEREOF, the parties hereto have
caused this Common Stock Purchase Agreement to be duly executed by their
respective authorized signatories as of the date first indicated above.


 


 


	
   

  	
  COMPANY:

  
	
   

  	
   

  
	
   

  	
  ANACOR
  PHARMACEUTICALS, INC.

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  James R. Marconi

  
	
   

  	
  Name:

  	
  James
  R. Marconi

  
	
   

  	
  Title:

  	
  Vice
  President

  



 

















 


IN WITNESS WHEREOF, the parties hereto have
caused this Common Stock Purchase Agreement to be duly executed by their
respective authorized signatories as of the date first indicated above.


 


	
  PURCHASERS:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  VENROCK HEALTHCARE CAPITAL
  PARTNERS, L.P.

  	
   

  
	
  By:

  	
  VHCP
  Management, LLC

  	
   

  
	
  Its:

  	
  General
  Partner

  	
   

  
	
   

  	
   

  	
   

  
	
  VHCP CO-INVESTMENT HOLDINGS,
  LLC

  	
   

  
	
  By:

  	
  VHCP
  Management, LLC

  	
   

  
	
  Its:

  	
  Manager

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/ Anders Hove

  	
   

  
	
  Anders Hove

  	
   

  
	
  Member

  	
   

  



 

















 


EXHIBIT A


 


FORM OF REGISTRATION RIGHTS AGREEMENT


 


1

















 


ANNEX A


 


SCHEDULE OF PURCHASERS


 


	
  Purchaser

  	
   

  	
  Number of Shares

  	
   

  	
  Subscription Amount

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Venrock Healthcare Capital Partners, L.P.

  	
   

  	
  1,690,722

  	
   

  	
  $

  	
  8,453,610.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  VHCP Co-Investment Holdings, LLC

  	
   

  	
  309,278

  	
   

  	
  $

  	
  1,546,390.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  TOTAL

  	
   

  	
  2,000,000

  	
   

  	
  $

  	
  10,000,000.00

  	
   

  



 


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