Termination Agreement



 Exhibit 4.6 

TRANSCEPT PHARMACEUTICALS, INC. 

TERMINATION AGREEMENT 

This Termination Agreement (this “Agreement”) is entered into as of January 26, 2009 by and between Transcept
Pharmaceuticals, Inc. (the “Company”) and the undersigned holders (the “Stockholders”) of shares of Preferred Stock of the Company. 

R E C I T A L S 

WHEREAS, the Company and the Stockholders are parties to that certain Amended and Restated Investor Rights Agreement dated as of
February 27, 2007 (the “Rights Agreement”), that certain Amended and Restated Voting Agreement dated as of February 27, 2007 (the “Voting Agreement”) and that certain Amended and Restated Right of First Refusal and
Co-Sale Agreement dated as of February 27, 2007 (the “First Refusal Agreement”) (the Rights Agreement, Voting Agreement and First Refusal Agreement collectively, the “Financing Agreements”) 

WHEREAS, pursuant to the terms of the Financing Agreements, the Stockholders may amend or terminate the Financing Agreements; and

 WHEREAS, in order to facilitate the merger of the Company with and into a wholly-owned subsidiary of Novacea, Inc. (the
“Merger”), the Stockholders desire to (i) terminate Section 2 of the Rights Agreement and (ii) terminate each of the Voting Agreement and the First Refusal Agreement in its entirety, contingent upon the closing of the
Merger. 
 A G R E E M E N T 

NOW, THEREFORE, in consideration of the foregoing, the parties hereto acknowledge and agree, on behalf of all parties to the Financing
Agreements, to the following: 
 1. Termination of Section 2 of Rights Agreement. The Stockholders hereby elect to
terminate Section 2 of the Rights Agreement, contingent upon and effective as of immediately prior to the closing of the Merger. 

2. Termination of Voting Agreement and First Refusal Agreement. The Stockholders hereby elect to terminate each of the Voting
Agreement and the First Refusal Agreement in its entirety, contingent upon and effective as of immediately prior to the closing of the Merger. 

3. General Provisions. 

(a) Entire Agreement. This Agreement represents the entire agreement and understanding between the Company and the Stockholders
with respect to the subject matter hereof, and supersedes any prior oral or written agreement between the Company and the Stockholders. 

(b) Governing Law. This Agreement shall be governed by the laws of the State of California, excluding the conflicts of laws
provisions thereof. 







 (c) Successors and Assigns. This Agreement shall inure to the benefit of and be
binding upon the Company and its successors and assigns and each Stockholder and such Stockholder’s heirs, executors, administrators, successors and assigns. 

(d) Severability. If any provision, or provisions, of this Agreement is determined by any court to contravene or be invalid under
applicable law, such contravention or invalidity shall not invalidate the whole Agreement, but the court shall construe this Agreement as not containing the particular provision or provisions held to be invalid and as instead containing a provision
or provisions that most closely achieve the intent of this Agreement as expressed herein and are valid under applicable law, and the rights and obligations of the Company and Stockholders shall be construed and enforced accordingly. 

(e) Counterparts. This Agreement may be executed in counterparts, and each counterpart shall have the same force and effect as an
original and shall constitute an effective, binding agreement on the part of each of the undersigned. 
 [Signature Pages to
Follow] 







 IN WITNESS WHEREOF, the Company and the undersigned Stockholders have executed this
Termination Agreement as of the date first written above. 
  

			
	“Company”
	
	TRANSCEPT PHARMACEUTICALS, INC.
		
	By:	 	 /s/ Glenn A. Oclassen

		
	Name:	 	 Glenn A. Oclassen

		
	Title:	 	 CEO/ President











			
	STOCKHOLDER
	
	NEW ENTERPRISE ASSOCIATES 12, LIMITED PARTNERSHIP
		
	By:	 	NEA Partners 12, Limited Partnership
	By:	 	NEA 12 GP, LLC
		
	By:	 	 /s/ C.W. Newhall III

		 	Manager
	
	NEA VENTURES 2007, LIMITED PARTNERSHIP
		
	By:	 	 /s/ Pamela J. Clark

		 	its vice president


  

 [Signature Page to Transcept Termination Agreement] 









			
	STOCKHOLDER
	
	MONTREUX EQUITY PARTNERS II SBIC, L.P.
		
	By:	 	Montreux Equity Management II SBIC, LLC, its General Partner
		
	By:	 	 /s/ Daniel K. Turner III

		 	Daniel K. Turner III, Managing Member
	
	MONTREUX EQUITY PARTNERS III SBIC, L.P.
		
	By:	 	Montreux Equity Management III SBIC, LLC, its General Partner
		
	By:	 	 /s/ Daniel K. Turner III

		 	Daniel K. Turner III, Managing Member
	
	MONTREUX IV ASSOCIATES, LLC
		
	By:	 	Montreux Equity Management IV, LLC, its General Partner
		
	By:	 	 /s/ Daniel K. Turner III

		 	Daniel K. Turner III, Managing Member


  

 [Signature Page to Transcept Termination Agreement] 









			
	STOCKHOLDER
	
	HAMILTON BIOVENTURES, L.P.
		
	By:	 	Hamilton BioVenture Partners, LLC
	Its:	 	General Partner
		
	By:	 	 /s/ Richard Crosby

		 	Richard Crosby, Managing Director
	
	HAMILTON APEX TECHNOLOGY VENTURES, L.P.
		
	By:	 	 /s/ Richard Crosby

		 	Richard Crosby, Managing Director


  

 [Signature Page to Transcept Termination Agreement] 









					
	STOCKHOLDER
	
	NEW LEAF VENTURES I, L.P.
		
	By:	 	New Leaf Venture Management I, L.P.
	Its:	 	General Partner
		
	By:	 	New Leaf Venture Management I, L.L.C.
	Its:	 	General Partner
			
		 	By:	 	 /s/ Kathleen D. LaPorte

		 		 	Kathleen D. LaPorte
		 		 	Managing Director


  

 [Signature Page to Transcept Termination Agreement] 









			
	STOCKHOLDER
	
	INTERWEST PARTNERS IX, L.P.
		
	By:	 	InterWest Management Partners IX, LLC
	Its:	 	General Partner
		
	By:	 	 /s/ Chris Ehrlich

		 	Chris Ehrlich, Venture Member


  

 [Signature Page to Transcept Termination Agreement] 









			
	STOCKHOLDER
	
	THOMAS P. SOLOWAY REVOCABLE FAMILY TRUST
		
	By:	 	 /s/ Thomas P. Soloway

		 	Thomas P. Soloway, Trustee


  

 [Signature Page to Transcept Termination Agreement] 









			
	STOCKHOLDER
	
	THE NIKHILESH & NIKKI SINGH REVOCABLE TRUST
		
	By:	 	 /s/ Nikhilesh Singh

		 	Nikhilesh Singh, Trustee


  

 [Signature Page to Transcept Termination Agreement] 









	
	STOCKHOLDER
	
	 /s/ Glenn A. Oclassen Sr.

	Glenn A. Oclassen Sr.


  

 [Signature Page to Transcept Termination Agreement] 









	
	STOCKHOLDER
	
	 /s/ Constance Oclassen

	Constance Oclassen


  

 [Signature Page to Transcept Termination Agreement]