Prepared by R.R. Donnelley Financial -- EX-10.27




 Exhibit 10.27 

February 28, 2014 
 Dear Pol: 

CymaBay Therapeutics (the “Company”) is pleased to offer you employment as Chief Medical Officer on the following terms: 

1. Position, Duties and Responsibilities. Subject to the terms set forth herein, the Company agrees to employ you in the position of
Chief Medical Officer and you hereby accept such employment effective immediately. You will report to the Company’s Chief Executive Officer (“CEO”) and will perform the duties customarily associated with this position and such other
duties as are assigned to you by the CEO. You will devote your full business time and attention to the business affairs of the Company, except for reasonable vacations and periods of illness or incapacity permitted by the Company’s general
employment policies. The employment relationship between you and the Company shall also be governed by the general employment policies and practices of the Company, including those relating to protection of confidential information and assignment of
inventions, except that when the terms of this letter agreement differ from or are in conflict with the Company’s general employment policies or practices, this letter agreement shall control. 

2. Compensation and Employee Benefits. 

2.1 Base Salary. Your base salary will be three hundred seventy thousand dollars ($370,000) on an annualized basis, less payroll
deductions and required withholdings, paid according to the Company’s regular payroll schedule and procedures. Subject to the other terms of this letter agreement, your base salary may be modified by the Company in its sole discretion. Your
salary will be effective as of April 1, 2014. 
 2.2 Hiring Bonus. On the first regular pay date after the date upon which you
commence your employment (your “Employment Commencement Date”) the Company will pay to you a hiring bonus (the “Hiring Bonus”) in the amount of ten thousand dollars ($10,000, less payroll deductions and required withholdings. The
Hiring Bonus shall be repaid to the Company, pro rata, if within two (2) years of your Employment Commencement Date your employment with the Company (and its successors) is terminated either (i) by you or (ii) by the Company
for Cause (as defined in Section 7.2). 
 2.3 Housing Assistance. The Company will provide you with $20,000 to assist you with the
relocation of your household effect. In addition, the Company will pay to you three thousand ($3,000) per month for the first three months of your employment to assist with temporary housing costs. The housing assistance payments will be made to you
in conjunction with the first regular payroll cycle directly following your date of hire. The Housing Assistance shall be repaid to the Company, pro rata if within two (2) years of your Employment Commencement Date your employment with the
Company (and its successors) is terminated either (i) by you or (ii) by the Company for Cause (as defined in Section 7.2). 

  
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 2.4 Discretionary Bonus. You will be eligible to participate in the Company’s annual
bonus program pursuant to the terms of that program and you will be eligible to receive a bonus of up to thirty-five percent (35%) of your annual base salary. Your actual bonus, if any, will be determined by the Company’s Board of
Directors, or the Compensation subcommittee thereof (the “Board”), in its sole discretion, based upon its evaluation of your performance, the Company’s performance, and any other considerations it deems relevant. You must be employed
through the bonus payment date to be eligible for, and to earn, any such bonus. Any bonus payment will be subject to payroll deductions and required withholdings. 

2.5 Employee Benefits. You will be entitled to all employee benefits, including vacation accrual of twenty (20) days per year and
health and disability benefits for which you are eligible under the terms and conditions of the standard Company benefit plans which may be in effect from time to time and provided by the Company to its senior executive-level employees generally.
Currently, such benefits include twelve paid holidays, as well as paid sick leave of up to ten days per year. Notwithstanding the foregoing, the Company reserves the right to adopt, amend or discontinue any employee benefit plan or policy, including
changes required by applicable law. 
 2.6 Stock Options. Subject to the approval of the Board you will be granted (1) a stock
option (the “Option”) exercisable for 77,000 shares (of the Company’s common stock at a per share exercise price equal to the per share fair market value of the Company’s common stock on the date of grant, as determined by the
Board, pursuant to the Company’s 2013 Equity Incentive Plan and (2) an incentive award (the “Incentive Award” and together with the Option, the “Equity Awards”)) which shall be settled, at the sole discretion of the
Company in either (a) 26,000 shares of Common Stock with an exercise price equal to the per share fair market value of the Company’s common stock on the date of grant, as determined by the Board or (b) in the cash value of such
Incentive Award as determined by the excess of the fair market value of one share of the Company’s Common Stock on the date of exercise of such Incentive Award and fair market value of the Company’s common stock on the date of grant,
multiplied by 26,000 shares. Equity Award grants are made at regular Board meetings held approximately once each calendar quarter and are subject to vesting as determined by the Board. Your Equity Award grant will be considered at the first regular
Board meeting following the execution of this Agreement. The term of such Equity Awards will be ten (10) years, subject to earlier expiration in the event of the termination of your service with the Company. A portion of the shares subject to
your outstanding stock options may vest on an accelerated basis pursuant to Sections 7 or 8. Except as provided herein, such Equity Awards will be subject to the provisions of the Company’s 2013 Equity Incentive Plan of the Company under which
the Equity Awards are granted and the applicable form of Stock Option agreement and Incentive Award Agreement thereunder (the “Plan Documents”). 

  
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 3. Other Activities During Employment. 

3.1 Activities. Except with the prior written consent of the CEO, you will not, during your employment with the Company, undertake or
engage in any other employment, occupation or business enterprise, other than ones in which you are a passive investor. You may engage in civic and not-for-profit activities so long as such activities do not interfere with the performance of your
job duties for the Company. 
 3.2 Investments and Interests. Except as permitted by the first sentence of Section 3.1 and by
Section 3.3, during your employment you agree not to acquire, assume or participate in, directly or indirectly, any position, investment or interest known by you to be adverse or antagonistic to the Company, or its business or prospects,
financial or otherwise. 
 3.3 Noncompetition. During the term of your employment by the Company, except on behalf of the Company,
you will not directly or indirectly, whether as an officer, director, stockholder, partner, proprietor, associate, representative, consultant, or in any capacity whatsoever engage in, become financially interested in, be employed by or have any
business connection with any other person, corporation, firm, partnership or other entity whatsoever that competes with the Company anywhere in the world, in any line of business engaged in (or planned to be engaged in) by the Company; provided,
however, that anything above to the contrary notwithstanding, you may own, as a passive investor, securities of any entity, so long as your direct holdings in any one such corporation do not in the aggregate constitute more than one percent
(1%) of the voting stock of such corporation. 
 4. Company Policies; Confidential Information and Inventions Agreement. You
acknowledge your obligations under the Company’s Employee Agreement on Confidential Information and Inventions, a copy of which is attached as Exhibit A. You further acknowledge your obligation to abide by the Company’s rules, policies and
procedures. 
 5. Immigration. The Immigration Reform and Control Act of 1986 requires that every person present proof to the Company
of their identity and eligibility and/or authorization to accept employment with the Company. In order to comply with this law you must provide appropriate documentation to prove both your identity and legal eligibility to be employed at the
Company. 
 6. Your Representations and Warranties. 

6.1 No Breach of Contract. You represent and warrant that the execution and delivery of this letter agreement by you and the
performance of your obligations hereunder will not conflict with or breach any agreement, order or decree to which you are a party or by which you are bound. You warrant that you are subject to no employment agreement or restrictive covenant
preventing full performance of your duties under this letter agreement. 
 6.2 No Conflict of Interest. You warrant that you are not,
to the best of your knowledge and belief, involved in any situation that might create, or appear to create, a conflict of interest with your loyalty to or duties for the Company. 

  
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 6.3 Notification of Materials or Documents from Other Employers. You further warrant that
you have not brought and will not bring to the Company or use in the performance of your responsibilities at the Company any materials or documents of a former employer that are not generally available to the public, unless you have obtained express
written authorization from the former employer for their possession and use. 
 6.4 Notification of Other Post-Employment
Obligations. You also understand that, as part of your employment with the Company, you are not to breach any obligation of confidentiality that you have to former employers, and you agree to honor all such obligations to former employers dining
your employment with the Company. 
 7. Termination of Employment. 

7.1 At-Will Employment Relationship. Your employment with the Company shall be at-will. Either you or the Company may terminate the
employment relationship at any time, with or without Cause, and with or without advance notice. 
 7.2 Termination for Cause. 

(a) If the Company terminates your employment at any time for Cause (as defined below), your salary shall cease on the date of
termination and you shall not be entitled to severance pay, COBRA premium payments, pay in lieu of notice or any other such compensation other than payment of accrued salary and vacation and such other benefits as expressly required by applicable
law or the terms of applicable benefit plans. The continued vesting of any Equity Awards held by you shall cease on your employment termination date, and your right to exercise vested Equity Awards shall be governed by the Plan Documents. 

(b) Definition of Cause. For purposes of this agreement, “Cause” means the occurrence of any one or more of the following:
(i) your conviction of, or plea of no contest, with respect to any felony or any crime involving fraud, dishonesty or moral turpitude; (ii) your participation in a fraud or act of dishonesty that results in material harm to the Company;
(iii) your intentional material violation of any contract or agreement between you and the Company, including but not limited to this letter agreement or your Employee Agreement on Confidential Information and Inventions, or your violation of
any statutory duty that you owe to the Company, but only if you do not correct any such violation within thirty (30) days after written notice thereof has been provided to you (if such notice is reasonably practicable); or (iv) your gross
negligence or willful neglect of your job duties, as determined by the Board in good faith, but only if you do not correct such violation within thirty (30) days after written notice thereof has been provided to you (if such notice is
reasonably practicable). 
 7.3 Severance Benefits For Termination Without Cause or Resignation for Good Reason. 

(a) If the Company terminates your employment without Cause and other than as a result of your death or disability, or if you resign
your employment for Good Reason (defined below), and provided such termination constitutes a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h), without regard to any alternative definition thereunder,
a “Separation from Service”), you will be eligible to receive the severance benefits described in this Section 7.3. 

  
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 (b) You will be eligible to receive, subject to payroll deductions and required
withholdings and net of any amounts earned by you pursuant to any employment or consulting arrangements obtained by you following such termination (other than the activities described in the last sentence of Section 3.1), continuation for
twelve (12) months of the greater of: (i) your base salary in effect as of such termination date; or (ii) your base salary as set forth in Section 2.1. In addition, you will be eligible to receive your potential annual
discretionary bonus amount set forth in Section 2.4, determined as if all performance targets established by the Board have been satisfied, pro-rated for the number of months elapsed in the year in which your employment terminates, but in no
event will you receive a bonus pro-rated for less than nine (9) months. You agree to notify the Company promptly of any amount earned by you from other employment or a consulting engagement while you are receiving severance payments under this
letter agreement. 
 (c) If you timely elect and remain eligible for continued coverage of your group health insurance under COBRA,
the Company will pay your premiums for COBRA coverage for up to twelve (12) months following your Separation from Service, provided that such payments shall cease if you obtain full-time employment, or cease to be eligible for COBRA, within
such period. You agree to notify the Company promptly if you obtain full-time employment while the Company is paying your COBRA premiums under this letter agreement. On the 60th day following your
Separation from Service, the Company will make the first payment under this clause equal to the aggregate amount of payments that the Company would have paid through such date had such payments commenced on the Separation from Service through such
60th day, with the balance of the payments paid thereafter on the schedule described above. If you become eligible for coverage under another employer’s group health plan or otherwise cease
to be eligible for COBRA during the period provided in this clause, you must immediately notify the Company of such event, and all payments and obligations under this clause will cease. 

(d) You will receive acceleration of vesting of all of your then-outstanding and then-unvested stock Option grants as of the date of
termination as to the number of shares that would have vested in their vesting schedules as if you had been in service for an additional nine (9) months as of your Separation from Service. 

(e) Your receipt of any severance benefits under this Section 7.3 is contingent upon your signing and making effective within
sixty (60) days after the termination date, a full, general release of all claims against the Company in a form acceptable to the Company containing the language set forth in the Release Agreement attached as Exhibit B on or after the
termination date. The base salary and bonus severance will be paid in substantially equal installments over the twelve (12) month period following your Separation in Service according to the Company’s payroll procedures; provided, however,
that no payments will be made to you prior to the 60th day following your Separation from Service. On the first payroll pay day following the 60th day after your Separation from Service, the Company will pay you the cash severance amounts you would
have received on or prior to such date in a lump sum in compliance with Code Section 409A and the effectiveness of the release, with the balance of the cash payments being made as originally scheduled. 

  
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 (f) Definition of Good Reason. For purposes of this letter agreement, “Good
Reason” shall mean any one of the following events that occurs without your consent: (i) the material reduction in your responsibilities, authorities or functions as an employee of the Company (but not merely a change in reporting
relationships); (ii) a material reduction in your level of compensation (including base salary, fringe benefits and target bonus under any corporate-performance based bonus or incentive programs); (iii) a material change of your place of
employment that results in an increase to your round trip commute of more than twenty (20) miles; or (iv) the Company’s material breach of this letter agreement. Notwithstanding the foregoing, you must provide written notice to the
General Counsel of the Company within thirty (30) days after the date on which such event first occurs, and allow the Company thirty (30) days thereafter (the “Cure Period”) during which the Company may attempt to rescind or
correct the matter giving rise to Good Reason. If the Company does not rescind or correct the conduct giving rise to Good Reason to your reasonable satisfaction by the expiration of the Cure Period, your employment will then terminate with Good
Reason as of such thirtieth day. 
 7.4 Voluntary or Mutual Termination. You may voluntarily terminate your employment with the
Company at any time without Good Reason. If you terminate without Good Reason or if your employment terminates as a result of your death or disability, your salary shall cease on the date of termination and you shall not be entitled to severance,
pay in lieu of notice or any other such compensation other than payment of accrued salary and vacation and such other benefits as expressly required in such event by applicable law or the terms of applicable benefit plans. The continued vesting of
any compensatory equity awards held by you shall cease on the termination date, and your right to exercise vested awards (or be issued shares under such vested awards) shall be governed by the terms of the Company’s applicable compensatory
equity plans and the corresponding award agreements. 
 7.5 Application of Section 409A. If the Company (or, if applicable, the
successor entity thereto) determines that the severance payments and benefits provided for in this letter agreement (the “Agreement Payments”) constitute “deferred compensation” under Section 409A of the Internal Revenue
Code (together, with any state law of similar effect, “Section 409A”) and you are a “specified employee” of the Company or any successor entity thereto, as such term is defined in Section 409A(a)(2)(B)(i) (a “Specified
Employee”), then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, the timing of the Agreement Payments shall be delayed as follows: on the earliest to occur of
(i) the date that is six months and one day after the termination date or (ii) the date of your death (such earliest date, the “Delayed Initial Payment Date”), the Company (or the successor entity thereto, as applicable) shall
(A) pay to you a lump sum amount equal to the sum of the Agreement Payments that you would otherwise have received through the Delayed Initial Payment Date if the commencement of the payment of the Agreement Payments had not been delayed
pursuant to this Section 7.5 and (B) commence paying the balance of the Agreement Payments in accordance with the applicable payment schedules set forth in this letter agreement. For the avoidance of doubt, it is intended that
(1) each installment of the Agreement Payments provided in this letter agreement is a separate “payment” for purposes of Section 409A, (2) all Agreement Payments satisfy, to the greatest extent possible, the exemptions from
the application of Section 409A provided under of Treasury Regulation 1.409A-1(b)(4) and 1.409A-1(b)(9)(iii), and (3) the Agreement Payments consisting of COBRA premiums also satisfy, to the greatest extent possible, the exemptions from
the application of Section 409A provided under Treasury Regulation 1.409A-1(b)(9)(v). 

  
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 8. Change in Control. 

8.1 Definitions. 

(a) “Change in Control” shall mean an Ownership Change Event (as defined below) or a series of related Ownership Change
Events (collectively, a “Transaction”) wherein the stockholders of the Company immediately before the Transaction do not retain direct or indirect beneficial ownership of more than fifty percent (50%) of the total combined voting
power of the outstanding securities of the Company or, in the case of a Transaction described in Section 8.1(b)(iii), the corporation or other business entity to which the assets of the Company were transferred (the “Transferee”), as
the case may be. For purposes of the preceding sentence, indirect beneficial ownership shall include, without limitation, an interest resulting from ownership of the voting securities of one or more corporations or other business entities that own
the Company or the Transferee, as the case may be, either directly or through one or more subsidiary corporations or other business entities. 

(b) An “Ownership Change Event” shall be deemed to have occurred if any of the following occurs with respect to the Company:
(i) the direct or indirect sale or exchange in a single or series of related transactions by the stockholders of the Company of more than fifty percent (50%) of the voting stock of the Company; (ii) a merger or consolidation in which
the Company is a party; or (iii) the sale, exchange or transfer of all or substantially all of the assets of the Company. 
 8.2
Severance. On the consummation of any Change in Control (i) any remaining unvested portion of your stock options will be accelerated such that fifty percent (50%) of your outstanding and then-unvested options become fully vested and
exercisable as of the date of the Change in Control (the “Acceleration”) and (ii) 100% of the shares subject to the Incentive Award shall accelerate and be fully exercisable immediately prior to the consummation of any Change of
Control. If on or within twelve (12) months following a Change in Control, the Company or a successor corporation terminates your employment without Cause and other as a result of your death or disability, or you resign for Good Reason (a
“Change in Control Termination”), and provided that such termination constitutes a Separation from Service, then subject to your obligations below, and in lieu of any severance benefits set forth in Section 7.3 herein, you will be
entitled to receive (collectively, the “Change in Control Severance Benefits”): 
 (a) Subject to payroll deductions and
required withholdings and net of any amounts earned by you pursuant to any employment or consulting arrangements obtained by you following such termination (other than the activities described in the last sentence of Section 3.1), continuation
for twelve (12) months of the greater of: (i) your base salary in effect as of such termination date; or (ii) your base salary as set forth in Section 2.1. In addition, you will be eligible to receive 125% of your potential
annual discretionary bonus amount set forth in Section 2.4, determined as if all performance targets established by the Board have been satisfied. 

  
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 (b) You will receive acceleration of vesting of all of your then-outstanding and
then-unvested stock option grants as of the date of termination such that the remaining fifty percent (50%) of your unvested options following the Acceleration become fully vested and exercisable. 

(c) If you timely elect and remain eligible for continued coverage of your group health insurance under COBRA, the Company will pay
your premiums for COBRA coverage for up to fifteen (15) months following your Separation from Service, provided that such payments shall cease if you obtain full-time employment, or cease to be eligible for COBRA, within such period. You agree
to notify the Company promptly if you obtain full-time employment while the Company is paying your COBRA premiums under this letter agreement. On the 60th day following your Separation from
Service, the Company will make the first payment under this clause equal to the aggregate amount of payments that the Company would have paid through such date had such payments commenced on the Separation from Service through such 60th day, with the balance of the payments paid thereafter on the schedule described above. If you become eligible for coverage under another employer’s group health plan or otherwise cease to be
eligible for COBRA during the period provided in this clause, you must immediately notify the Company of such event, and all payments and obligations under this clause will cease. 

(d) As a precondition of receiving the Change in Control Severance Benefits, you must first sign and make effective on or after the
termination date a full, general release of claims against the Company in a form acceptable to the Company containing the language set forth in the Release Agreement attached as Exhibit B. 

8.3 Parachute Payments. 

(a) If any payment or distribution in the nature of compensation (within the meaning of Section 280G(b)(2) of the Code) to you or
for your benefit, whether under this letter agreement or otherwise (a “Payment”), would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”) (together with any
interest or penalties imposed with respect to such excise tax, the “Excise Tax”), then you will be entitled to receive from the Company an additional payment (the “Gross-Up Payment”) in an amount equal to (i) all Excise
Taxes (including any interest or penalties imposed with respect to such taxes) on the Payment (the “First Reimbursement Payment”), (ii) all federal, state and local income taxes and employment taxes on the First Reimbursement Payment,
and (iii) all Excise Taxes (including any interest or penalties imposed with respect to such taxes) on the First Reimbursement Payment. 

  
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 (b) All determinations required to be made under this Section 8.3 including whether
and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by the nationally recognized certified public tax accounting firm used by the Company
or, if such firm declines to serve, such other nationally recognized certified public tax accounting firm as you may designate (the “Accounting Firm”). The Accounting Firm may make reasonable assumptions and approximations concerning
applicable taxes and may rely on reasonable, good-faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Accounting Firm shall provide its calculations, together with detailed supporting documentation, to the
Company and you within thirty (30) calendar days after the date on which your right to a Payment is triggered (if requested at that time by the Company or you) and/or at such other times as requested by the Company or you. If the Accounting
Firm determines that no Excise Tax is payable with respect to a Payment, it shall furnish the Company and you with an opinion reasonably acceptable to you that no Excise Tax will be imposed with respect to such Payment. If the Accounting Firm
determines that an Excise Tax is payable with respect to a Payment, it shall furnish to the Company and you an opinion reasonably acceptable to you of the amount of Excise Tax payable with respect to the Payments and the amount of Gross-Up Payment
due to you. The Company will pay the Gross-Up Payment to you within thirty (30) days of the date the Company receives the Accounting Firm’s opinion, but in no event later than the end of your tax year following your tax year in which you
pay the Excise Tax. The Company shall bear all reasonable expenses with respect to the determinations by the Accounting Firm required to be made hereunder. Any determination by the Accounting Firm shall be binding upon the Company and you. 

9. General Provisions. 

9.1 Dispute Resolution. To aid in the rapid and economical resolution of any disputes which may arise under this Agreement, the parties
agree that any and all claims, disputes or controversies of any nature whatsoever arising from or regarding the interpretation, performance, negotiation, execution, enforcement or breach of this Agreement, or your relationship with the Company,
including statutory claims, shall be resolved by confidential, final and binding arbitration conducted before a single arbitrator with Judicial Arbitration and Mediation Services, Inc. (“JAMS”) in San Francisco, California, in accordance
with JAMS’ then-applicable employment arbitration rules (which may be reviewed at www.jamsadr.com/rules-employment-arbitration/). The parties acknowledge that by agreeing to this arbitration procedure, they waive the right to resolve any
such dispute through a trial by jury, judge or administrative proceeding. The parties will have the right to be represented by legal counsel at any arbitration proceeding. The arbitrator shall: (i) have the authority to compel adequate
discovery for the resolution of the dispute and to award such relief as would otherwise be available under applicable law in a court proceeding; and (ii) issue a written statement signed by the arbitrator regarding the disposition of each claim
and the relief, if any, awarded as to each claim, the reasons for the award, and the arbitrator’s essential findings and conclusions on which the award is based. The Company shall bear all JAMS’ arbitration fees and administrative costs in
excess of the amount of administrative fees (e.g., filing fees) that you would otherwise be required to pay if the dispute were decided in a court of law. Nothing in this Agreement shall prevent any party from obtaining injunctive or other
provisional relief in court to prevent irreparable harm pending the conclusion of any arbitration proceeding. 
 9.2 Severability.
Whenever possible, each provision of this letter agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this letter agreement is held to be invalid, illegal or unenforceable in any
respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability will not affect any other provision or any other jurisdiction, but such invalid, illegal or unenforceable provision will be reformed,
construed and enforced in such jurisdiction so as to render it valid, legal, and enforceable consistent with the intent of the parties insofar as possible. 

  
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 9.3 Notices. Any notices provided hereunder must be in writing and shall be deemed
effective upon the earlier of personal delivery (including personal delivery by fax) or the next day after sending by overnight courier, to the Company at its primary office location and to you at your address as listed on the Company payroll. 

9.4 Waiver. If either party should waive any breach of any provisions of this letter agreement, you or the Company shall not thereby be
deemed to have waived any preceding or succeeding breach of the same or any other provision of this letter agreement. 
 9.5 Entire
Agreement. This letter agreement, together with its exhibits, constitutes the entire and exclusive agreement between you and the Company, and it supersedes any prior agreement, promise, representation, or statement, written or otherwise, between
you and the Company with regard to this subject matter. It is entered into without reliance on any promise, representation, statement or agreement other than those expressly contained or incorporated herein, and it cannot be modified or amended
except in a writing signed by you and a duly authorized officer of the Company. 
 9.6 Counterparts. This letter agreement may be
executed in separate counterparts, any one of which need not contain signatures of more than one party, but all of which taken together will constitute one and the same letter agreement. 

9.7 Headings. The headings of the sections hereof are inserted for convenience only and shall not be deemed to constitute a part hereof
nor to affect the meaning thereof. 
 9.8 Successors and Assigns. This letter agreement is intended to bind and inure to the benefit
of and be enforceable by you, the Company and your and its respective successors, assigns, heirs, executors and administrators, except that you may not assign any of your duties hereunder and you may not assign any of your rights hereunder without
the written consent of the Company. 
 9.9 Governing Law. All questions concerning the construction, validity and interpretation of
this letter agreement will be governed by the law of the State of California as applied to contracts made and to be performed entirely within California. 

9.10 Attorneys’ Fees. If either party hereto brings any action to enforce your or its rights hereunder, the prevailing party in
such action shall be entitled to be paid by the other party such prevailing party’s reasonable attorneys’ fees and costs incurred in such action. 

Enclosed is your Employee Agreement on Confidential Information and Inventions, which you should read carefully. 

  
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 To indicate your acceptance of the Company’s offer, please sign this letter agreement in the space provided
below and return it to me along with the signed Employee Agreement on Confidential Information and Inventions. This offer shall expire on March 15, 2014 if not accepted prior to such date. If you have any questions regarding this letter
agreement, feel free to contact me. 
 Sincerely, 
  

			
	 CYMABAY THERAPEUTICS

		
	By:	 	 /s/ Harold Van Wart

		 	      Harold Van Wart
		 	      Chief Executive Officer
	
	 Accepted and agreed:

	
	 /s/ Pol F. Boudes

	 Pol F. Boudes, MD


 EXHIBIT A - Employee Agreement on Confidential Information and Inventions 

EXHIBIT B - Release Agreement 

  
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 EXHIBIT A 

EMPLOYEE AGREEMENT ON CONFIDENTIAL INFORMATION AND
INVENTIONS 

  
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 EXHIBIT B 

RELEASE AGREEMENT 

(To be signed on or after the Separation Date) 

I understand that my employment with CymaBay Therapeutics (the “Company”) terminated effective
                    ,         (the “Separation Date”). The Company has agreed that if
I choose to sign this Release Agreement (“Release”), the Company will provide certain severance benefits (minus the required withholdings and deductions) pursuant to the terms of the employment agreement dated
                    (as amended, the “Letter Agreement”). I understand that I am not entitled to such severance benefits unless I
sign this Release, and it becomes fully effective. 
 I understand that this Release, together with the Letter Agreement, constitutes the
complete, final and exclusive embodiment of the entire agreement between the Company and me with regard to the subject matter hereof. I am not relying on any promise or representation by the Company that is not expressly stated therein. 

I hereby confirm my obligations under my Employee Agreement on Confidential Information and Inventions with the Company. 

I hereby represent that I have been paid all compensation owed and for all hours worked, have received all the leave and leave benefits and
protections for which I am eligible, pursuant to the Family and Medical Leave Act or otherwise, and have not suffered any on-the-job injury for which I have not already filed a claim. 

In exchange for the consideration provided to me by this Release that I am not otherwise entitled to receive, I hereby generally
and completely release Company and its current and former directors, officers, employees, shareholders, partners, agents, attorneys, predecessors, successors, parent and subsidiary entities, insurers, affiliates, and assigns from any and all claims,
liabilities and obligations, both known and unknown, that arise out of or are in any way related to events, acts, conduct, or omissions occurring prior to my signing this Release. This general release includes, but is not limited to: (a) all
claims arising out of or in any way related to my employment with the Company or the termination of that employment; (b) all claims related to my compensation or benefits from the Company, including salary, bonuses, commissions, vacation pay,
expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other ownership interests in the Company; (c) all claims for breach of contract, wrongful termination, and breach of the implied covenant of good faith and
fair dealing; (d) all tort claims, including claims for fraud, defamation, emotional distress, and discharge in violation of public policy; and (e) all federal, state, and local statutory claims, including claims for discrimination,
harassment, retaliation, attorneys’ fees, or other claims arising under the federal Civil Rights Act of 1964 (as amended), the federal Americans with Disabilities Act of 1990, the federal Age Discrimination in Employment Act of 1967 (as
amended) (“ADEA”), and the California Fair Employment and Housing Act (as amended). 

  
 13. 









 Nothing in this Release shall prevent me from filing, cooperating with, or participating in any
proceeding before the Equal Employment Opportunity Commission, the Department of Labor, or the California Department of Fair Employment and Housing, except that I hereby acknowledge and agree that I shall not recover any monetary benefits in
connection with any such proceeding. 
 I acknowledge that I am knowingly and voluntarily waiving and releasing any rights I
may have under the ADEA (“ADEA Waiver”). I also acknowledge that the consideration given for the ADEA Waiver is in addition to anything of value to which I was already entitled. I further acknowledge that I have been advised
by this writing, as required by the ADEA, that: (a) my ADEA Waiver does not apply to any rights or claims that arise after the date I sign this Release; (b) I should consult with an attorney prior to signing this Release; (c) I have
twenty-one (21) days to consider this Release (although I may choose to voluntarily sign it sooner); (d) I have seven (7) days following the date I sign this Release to revoke the ADEA Waiver; and (e) the ADEA Waiver will not be
effective until the date upon which the revocation period has expired unexercised, which will be the eighth day after I sign this Release. 

I acknowledge that I have read and understand Section 1542 of the California Civil Code which reads as follows: “A general
release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the
debtor.” I hereby expressly waive and relinquish all rights and benefits under that section and any law of any jurisdiction of similar effect with respect to my release of any claims hereunder. 

I acknowledge that to become effective, I must sign and return this Release to the Company so that it is received not later than twenty-one
(21) days following the date it is provided to me. 
 I accept and agree to the terms and conditions stated above: 

 

							
	  
	 		  	  

	Date	 		  	 Pol F. Boudes, MD



  
 14.