THEREBY.
ANY PRO FORMA FINANCIAL STATEMENTS OR DATA INCLUDED OR INCORPORATED BY REFERENCE
IN THE REGISTRATION STATEMENT AND THE PROSPECTUS COMPLY WITH THE REQUIREMENTS OF
REGULATION S-X OF THE SECURITIES ACT, INCLUDING, WITHOUT LIMITATION, ARTICLE 11
THEREOF, AND THE ASSUMPTIONS USED IN THE PREPARATION OF SUCH PRO FORMA FINANCIAL
STATEMENTS AND DATA ARE REASONABLE, THE PRO FORMA ADJUSTMENTS USED THEREIN ARE
APPROPRIATE TO GIVE EFFECT TO THE CIRCUMSTANCES REFERRED TO THEREIN AND THE PRO
FORMA ADJUSTMENTS HAVE BEEN PROPERLY APPLIED TO THE HISTORICAL AMOUNTS IN THE
COMPILATION OF THOSE STATEMENTS AND DATA.
NO OTHER FINANCIAL STATEMENTS OR
SCHEDULES OF THE COMPANY OR ANY OTHER ENTITY ARE REQUIRED BY THE ACT TO BE
INCLUDED IN THE REGISTRATION STATEMENT OR THE PROSPECTUS.
ALL DISCLOSURES
CONTAINED IN THE REGISTRATION STATEMENT, THE PRICING DISCLOSURE MATERIALS AND
THE PROSPECTUS REGARDING "NON-GAAP FINANCIAL MEASURES" (AS SUCH TERM IS DEFINED
BY ITEM 10 OF REGULATION S-K UNDER THE ACT) COMPLY WITH REGULATION G OF THE
EXCHANGE ACT AND ITEM 10 OF REGULATION S-K UNDER THE ACT, TO THE EXTENT
APPLICABLE.
THE COMPANY DOES NOT HAVE ANY MATERIAL LIABILITIES OR OBLIGATIONS,
DIRECT OR CONTINGENT (INCLUDING ANY OFF-BALANCE SHEET OBLIGATIONS AND ANY
"VARIABLE INTEREST ENTITIES" WITHIN THE MEANING OF FINANCIAL ACCOUNTING
STANDARDS BOARD INTERPRETATION NO. 46), NOT DISCLOSED IN THE REGISTRATION
STATEMENT, THE PRICING DISCLOSURE MATERIALS AND THE PROSPECTUS.
(E)
CONFORMITY WITH EDGAR FILING.
THE
PROSPECTUS DELIVERED TO AGENTS FOR USE IN CONNECTION WITH THE SALE OF THE
PLACEMENT SHARES PURSUANT TO THIS AGREEMENT WILL BE IDENTICAL TO THE VERSIONS OF
THE PROSPECTUS CREATED TO BE TRANSMITTED TO THE COMMISSION FOR FILING VIA EDGAR,
EXCEPT TO THE EXTENT PERMITTED BY REGULATION S-T.
(F)
ORGANIZATION.
THE COMPANY AND ITS
SUBSIDIARY ARE, AND WILL BE, DULY ORGANIZED, VALIDLY EXISTING AS A CORPORATION
AND IN GOOD STANDING UNDER THE LAWS OF THEIR RESPECTIVE JURISDICTIONS OF
ORGANIZATION.
THE COMPANY AND ITS SUBSIDIARY ARE, AND WILL BE, DULY LICENSED OR
QUALIFIED AS A FOREIGN CORPORATION FOR TRANSACTION OF BUSINESS AND IN GOOD
STANDING UNDER THE LAWS OF EACH OTHER JURISDICTION IN WHICH THEIR RESPECTIVE
OWNERSHIP OR LEASE OF PROPERTY OR THE CONDUCT OF THEIR RESPECTIVE BUSINESSES
REQUIRES SUCH LICENSE OR QUALIFICATION, AND HAVE ALL CORPORATE POWER AND
AUTHORITY NECESSARY TO OWN OR HOLD THEIR RESPECTIVE PROPERTIES AND TO CONDUCT
THEIR RESPECTIVE BUSINESSES AS DESCRIBED IN THE REGISTRATION STATEMENT AND THE
PROSPECTUS, EXCEPT WHERE THE FAILURE TO BE SO QUALIFIED OR IN GOOD STANDING OR
HAVE SUCH POWER OR AUTHORITY WOULD NOT, INDIVIDUALLY OR IN THE AGGREGATE, HAVE A
MATERIAL ADVERSE EFFECT OR WOULD REASONABLY BE EXPECTED TO HAVE A MATERIAL
ADVERSE EFFECT ON OR AFFECTING THE BUSINESS, PROPERTIES, MANAGEMENT,
CONSOLIDATED FINANCIAL POSITION, STOCKHOLDERS' EQUITY OR RESULTS OF OPERATIONS
OF THE COMPANY AND ITS SUBSIDIARY TAKEN AS A WHOLE (A "MATERIAL ADVERSE
EFFECT").
(G)
SUBSIDIARIES.
ARYX THERAPEUTICS LIMITED, A
COMPANY FORMED UNDER THE LAWS OF THE UNITED KINGDOM (THE "SUBSIDIARY"), IS THE
COMPANY'S ONLY SIGNIFICANT SUBSIDIARY (AS SUCH TERM IS DEFINED IN RULE 1-02 OF
REGULATION S-X PROMULGATED BY THE COMMISSION).
EXCEPT AS SET FORTH