AS TO THE LAST SENTENCE OF SECTION 6(A)) AND AS OF EACH
REPRESENTATION DATE (AS DEFINED IN SECTION 7(M) BELOW) ON WHICH A CERTIFICATE IS
REQUIRED TO BE DELIVERED PURSUANT TO SECTION 7(M) OF THIS AGREEMENT, AS THE CASE
MAY BE:
(A)
REGISTRATION STATEMENT AND PROSPECTUS.
THE
COMPANY AND, ASSUMING NO ACT OR OMISSION ON THE PART OF AGENTS THAT WOULD MAKE
SUCH STATEMENT UNTRUE, THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT MEET THE
REQUIREMENTS FOR AND COMPLY WITH THE CONDITIONS FOR THE USE OF FORM S-3 UNDER
THE SECURITIES ACT.
THE REGISTRATION STATEMENT HAS BEEN FILED WITH THE
COMMISSION.
THE PROSPECTUS SUPPLEMENT WILL NAME AGENTS AS UNDERWRITERS, EACH
ACTING AS AGENT, THAT THE COMPANY MIGHT ENGAGE IN THE SECTION ENTITLED "PLAN OF
DISTRIBUTION." THE COMPANY HAS NOT RECEIVED, AND HAS NO NOTICE OF, ANY ORDER OF
THE COMMISSION PREVENTING OR SUSPENDING THE USE OF THE REGISTRATION STATEMENT,
OR THREATENING OR INSTITUTING PROCEEDINGS FOR THAT PURPOSE.
THE REGISTRATION
STATEMENT AND THE OFFER AND SALE OF SHARES AS CONTEMPLATED HEREBY MEET THE
REQUIREMENTS OF RULE 415 UNDER THE ACT AND COMPLY IN ALL MATERIAL RESPECTS WITH
SAID RULE.
ANY STATUTES, REGULATIONS, CONTRACTS OR OTHER DOCUMENTS THAT ARE
REQUIRED TO BE DESCRIBED IN THE REGISTRATION STATEMENT OR THE PROSPECTUS OR TO
BE FILED AS EXHIBITS TO THE REGISTRATION STATEMENT HAVE BEEN SO DESCRIBED OR
FILED.
COPIES OF THE REGISTRATION STATEMENT, THE PROSPECTUS, AND ANY SUCH
AMENDMENTS OR SUPPLEMENTS AND ALL DOCUMENTS INCORPORATED BY REFERENCE THEREIN
THAT WERE FILED WITH THE COMMISSION ON OR PRIOR TO THE DATE OF THIS AGREEMENT
HAVE BEEN DELIVERED, OR ARE AVAILABLE THROUGH EDGAR, TO AGENTS AND THEIR
RESPECTIVE COUNSEL.
THE COMPANY HAS NOT DISTRIBUTED AND, PRIOR TO THE LATER TO
OCCUR OF EACH SETTLEMENT DATE AND COMPLETION OF THE DISTRIBUTION OF THE
PLACEMENT SHARES, WILL NOT DISTRIBUTE ANY OFFERING MATERIAL IN CONNECTION WITH
THE OFFERING OR SALE OF THE PLACEMENT SHARES OTHER THAN THE REGISTRATION
STATEMENT AND THE PROSPECTUS AND ANY ISSUER FREE WRITING PROSPECTUS (AS DEFINED
BELOW) TO WHICH AGENTS HAVE CONSENTED.
THE COMMON STOCK IS CURRENTLY LISTED ON
THE NASDAQ GLOBAL MARKET UNDER THE TRADING SYMBOL "ARYX".
EXCEPT AS DISCLOSED
IN THE REGISTRATION STATEMENT,
4
THE COMPANY HAS NOT, IN THE 12 MONTHS PRECEDING THE DATE HEREOF, RECEIVED NOTICE
FROM THE EXCHANGE TO THE EFFECT THAT THE COMPANY IS NOT IN COMPLIANCE WITH THE
LISTING OR MAINTENANCE REQUIREMENTS.
THE COMPANY HAS NO REASON TO BELIEVE THAT
IT WILL NOT IN THE FORESEEABLE FUTURE CONTINUE TO BE IN COMPLIANCE WITH ALL SUCH
LISTING AND MAINTENANCE REQUIREMENTS.
THE REGISTRATION STATEMENT HAS BEEN
DECLARED EFFECTIVE UNDER THE SECURITIES ACT
(B)
NO MISSTATEMENT OR OMISSION.
THE
REGISTRATION STATEMENT, WHEN IT BECAME OR BECOMES EFFECTIVE, AND THE PROSPECTUS,
AND ANY AMENDMENT OR SUPPLEMENT THERETO, ON THE DATE OF SUCH PROSPECTUS OR
AMENDMENT OR SUPPLEMENT, CONFORMED OR WILL CONFORM IN ALL MATERIAL RESPECTS WITH
THE REQUIREMENTS OF THE SECURITIES ACT.
AT EACH SETTLEMENT DATE, THE
REGISTRATION STATEMENT AND THE PROSPECTUS, AS OF SUCH DATE, WILL CONFORM IN ALL
MATERIAL RESPECTS WITH