INDEMNITY AGREEMENTIndemnity Agreement • August 30th, 2007 • ARYx Therapeutics, Inc. • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) dated as of ___________ _____, 200_, is made by and between ARYX THERAPEUTICS, INC., a Delaware corporation (the “Company”), and _________________ (“Indemnitee”).
ARYX THERAPEUTICS WARRANT TO PURCHASE SERIES C PREFERRED STOCKARYx Therapeutics, Inc. • August 30th, 2007 • California
THIS CERTIFIES THAT, for value received, Life Science Group, Inc., with its principal office at One Soundshore Drive 2/Fl., Greenwich, CT 06830, or assigns (the “Holder” or “Purchaser”), is entitled to subscribe for and purchase at the Exercise Price (defined below) from ARYx Therapeutics, a California corporation, with its principal office at 2255 Martin Avenue, Suite F, Santa Clara, CA 95050 (the “Company”) up to 34,006 shares of Series C Preferred Stock of the Company (the “Preferred Stock”), as provided herein.
Loan and Security AgreementLoan and Security Agreement • August 30th, 2007 • ARYx Therapeutics, Inc. • California
ContractARYx Therapeutics, Inc. • August 30th, 2007 • California
THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD OR TRANSFERRED UNLESS SUCH SALE OR TRANSFER IS IN ACCORDANCE WITH THE REGISTRATION REQUIREMENTS OF SUCH ACT AND APPLICABLE LAWS OR SOME OTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND APPLICABLE LAWS IS AVAILABLE WITH RESPECT THERETO.
ARYX THERAPEUTICS STOCK OPTION AGREEMENT (INCENTIVE STOCK OPTION OR NONSTATUTORY STOCK OPTION)2001 Equity Incentive Plan • August 30th, 2007 • ARYx Therapeutics, Inc.
Pursuant to your Stock Option Grant Notice (“Grant Notice”) and this Stock Option Agreement, ARYX THERAPEUTICS, a California corporation (the “Company”), has granted you an option under its 2001 Equity Incentive Plan (the “Plan”) to purchase the number of shares of the Company’s Common Stock indicated in your Grant Notice at the exercise price indicated in your Grant Notice. Defined terms not explicitly defined in this Stock Option Agreement but defined in the Plan shall have the same definitions as in the Plan.
ContractARYx Therapeutics, Inc. • August 30th, 2007 • California
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED, OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR PURSUANT TO RULE 144 OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE CORPORATION AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED.
LEASE AGREEMENT BETWEEN TRINET ESSENTIAL FACILITIES X, INC., AS LANDLORD, AND ARYX THERAPEUTICS, INC., AS TENANT DATED NOVEMBER 16, 2004 6300 DUMBARTON CIRCLE, FREMONT, CALIFORNIA, 94555Lease Agreement • August 30th, 2007 • ARYx Therapeutics, Inc. • Maryland
THIS LEASE AGREEMENT (this “Lease”) is entered into as of November 16, 2004 (the “Effective Date”), between TRINET ESSENTIAL FACILITES X, INC., a Maryland corporation (“Landlord”), and ARYX THERAPEUTICS, INC., a California corporation (“Tenant”).
ARYX THERAPEUTICS, INC. EMPLOYMENT AGREEMENTEmployment Agreement • August 30th, 2007 • ARYx Therapeutics, Inc. • California
THIS EMPLOYMENT AGREEMENT (“Agreement”) is entered into and effective as of September 1, 2005 (the “Signing Date”), by and between Paul Goddard (“Executive”) and ARYX THERAPEUTICS, INC. (the “Company”), a Delaware corporation.
ARYX THERAPEUTICS, INC. EMPLOYMENT AGREEMENTEmployment Agreement • August 30th, 2007 • ARYx Therapeutics, Inc. • California
THIS EMPLOYMENT AGREEMENT (“Agreement”) is entered into as of July 23, 2002, by and between Pascal Druzgala (“Executive”) and ARYX THERAPEUTICS, INC. (the “Company”), a Delaware corporation.
MASTER SECURITY AGREEMENTMaster Security Agreement • August 30th, 2007 • ARYx Therapeutics, Inc.
THIS AGREEMENT is between General Electric Capital Corporation (together with its successors and assigns, if any, “Secured Party”) and ARYx Therapeutics, Inc. (“Debtor”). Secured Party has an office at 83 Wooster Heights Road, Danbury, CT 06810. Debtor is a corporation organized and existing under the laws of the state of CA (“the State”). Debtor’s mailing address and chief place of business is 6300 Dumbarton Circle, Fremont, CA 94555.
ARYX THERAPEUTICS, INC. EMPLOYMENT AGREEMENTEmployment Agreement • August 30th, 2007 • ARYx Therapeutics, Inc. • California
THIS EMPLOYMENT AGREEMENT (“Agreement”) is entered into as of September 30, 2005 (the “Effective Date”), by and between Peter G. Milner, M.D. (“Executive”) and ARYX THERAPEUTICS, INC. (the “Company”), a Delaware corporation.
