ASPX / Auspex Pharmaceuticals, Inc. - Documents déposés auprès de la SEC, rapport annuel, procuration

ASPX / Auspex Pharmaceuticals, Inc. / Thomas, McNerney & Partners II L.P. - AUSPEX PHARMACEUTICALS, INC. - AMEND. NO. 2 Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* Auspex Pharmaceuticals, Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 05211J102 (CUSIP Number) Thomas, McNerney & Partners II, L.P. 45 South Seventh Street, Suite 3060 Minneapolis, MN 55402 (612) 465-8660

ASPX 15-12B

15-12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 001-36292 AUSPEX PHARMACEUTICALS, INC. (Exact name of registrant as s

ASPX / Auspex Pharmaceuticals, Inc. / Flynn James E Passive Investment

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No.

AMENDED AND RESTATED BYLAWS AUSPEX PHARMACEUTICALS, INC. (a Delaware corporation) ARTICLE I

EX-3.2 Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF AUSPEX PHARMACEUTICALS, INC. (a Delaware corporation) ARTICLE I OFFICES Section 1. Registered Office. The registered office of the corporation in the State of Delaware shall be located at Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle, 19801. The name of its registered agent at such address is The Corp

ASPX POST EFFECTIVE AMENDMENT NO.1 TO FORM S-8

Post Effective Amendment No.1 to FORM S-8 Registration Statement No. 333-202794 Registration Statement No. 333-193775 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-202794 Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION AUSPEX PHARMACEUTICALS, INC.

EX-3.1 Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF AUSPEX PHARMACEUTICALS, INC. Auspex Pharmaceuticals, Inc., a corporation organized and existing under the laws of the State of Delaware since its original incorporation date of June 14, 2007 (the ?Corporation?), pursuant to Sections 242 and 245 of the General Corporation Law of the State of Delaware, hereby certifies as follow

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Termination of a Material Definitive Agreement, Material Modification to Rights of Security Holders, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

8-K 1 d918277d8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 May 5, 2015 Date of Report (Date of earliest event reported) Auspex Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36292 95-4862842 (State or other jurisdiction of i

Teva Completes Acquisition of Auspex Pharmaceuticals Strengthens core CNS specialty business with high promise in movement disorder treatments; expected to provide short and long-term value for Teva shareholders

EX-99.(a).(5).(D) Exhibit (a)(5)(D) Teva Completes Acquisition of Auspex Pharmaceuticals Strengthens core CNS specialty business with high promise in movement disorder treatments; expected to provide short and long-term value for Teva shareholders Jerusalem, May 5, 2015 – Teva Pharmaceutical Industries Ltd., (NYSE: TEVA) announced today that the acquisition of Auspex Pharmaceuticals, Inc. (NASDAQ:

ASPX SC 14D9/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 (Amendment No. 3) AUSPEX PHARMACEUTICALS, INC. (Name of Subject Company) AUSPEX PHARMACEUTICALS, INC. (Name of Person Filing Statement) Common Stock, $0.0001 par value per share (Title of Class of S

Teva Pharmaceutical Industries SC TO-T/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (Rule 14d-100) Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 3) Auspex Pharmaceuticals, Inc. (Name of Subject Company (Issuer)) Aurum Merger Sub, Inc. a wholly owned subsidiary of Teva Pharmaceutical Industries Ltd. (Names of Filing Persons (Offerors

ASPX POST EFFECTIVE AMENDMENT NO.1 TO FORM S-8

Post Effective Amendment No.1 to FORM S-8 Registration Statement No. 333-202794 Registration Statement No. 333-193775 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-202794 Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333

Teva Pharmaceutical Industries SC TO-T/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (Rule 14d-100) Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 2) Auspex Pharmaceuticals, Inc. (Name of Subject Company (Issuer)) Aurum Merger Sub, Inc. a wholly owned subsidiary of Teva Pharmaceutical Industries Ltd. (Names of Filing Persons (Offerors

ASPX SC 14D9/A

SC 14D9/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 (Amendment No. 2) AUSPEX PHARMACEUTICALS, INC. (Name of Subject Company) AUSPEX PHARMACEUTICALS, INC. (Name of Person Filing Statement) Common Stock, $0.0001 par value per share (Title of

Annual Report - FORM 10-K/A

Form 10-K/A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

ASPX SC 14D9/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 (Amendment No. 1) AUSPEX PHARMACEUTICALS, INC. (Name of Subject Company) AUSPEX PHARMACEUTICALS, INC. (Name of Person Filing Statement) Common Stock, $0.0001 par value per share (Title of Class of S

Teva Pharmaceutical Industries SC TO-T/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (Rule 14d-100) Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 1) Auspex Pharmaceuticals, Inc. (Name of Subject Company (Issuer)) Aurum Merger Sub, Inc. a wholly owned subsidiary of Teva Pharmaceutical Industries Ltd. (Names of Filing Persons (Offerors

Regulation FD Disclosure, Financial Statements and Exhibits

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 April 17, 2015 Date of Report (Date of earliest event reported) Auspex Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36292 95-4862842 (State or other jurisdiction of incorporation) (Com

SD-809 (N = 45)

EX-99.1 Exhibit 99.1 ? Huntington disease (HD) is a hereditary, progressive, neurodegenerative disorder characterized by chorea, behavioral disturbance, cognitive dysfunction and psychiatric disease ? Chorea affects up to 90% of patients with HD and can interfere with daily functioning and cause injury1 ? Deutetrabenazine (SD-809) is a novel molecule which contains six deuterium atoms instead of s

ASPX / Auspex Pharmaceuticals, Inc. / INTEGRATED CORE STRATEGIES (US) LLC Activist Investment

SC 13D 1 ASPXsc13d.htm.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Auspex Pharmaceuticals, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 05211J102 (CUSIP Number) Simon M. Lorne, Esq. Millennium Management LLC 666 Fifth Avenue, 8th Floor New York, New York 10103 (2

AGREEMENT AND PLAN OF MERGER AUSPEX PHARMACEUTICALS, INC. a Delaware corporation; TEVA PHARMACEUTICAL INDUSTRIES LTD., an Israeli corporation; and AURUM MERGER SUB, INC., a Delaware corporation Dated as of March 29, 2015 TABLE OF CONTENTS Page SECTIO

EX-2.1 Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER among: AUSPEX PHARMACEUTICALS, INC. a Delaware corporation; TEVA PHARMACEUTICAL INDUSTRIES LTD., an Israeli corporation; and AURUM MERGER SUB, INC., a Delaware corporation Dated as of March 29, 2015 TABLE OF CONTENTS Page SECTION 1. THE OFFER 2 1.1 The Offer 2 1.2 Company Actions 4 SECTION 2. MERGER TRANSACTION 5 2.1 Merger of Purch

ASPX / Auspex Pharmaceuticals, Inc. / TEVA PHARMACEUTICAL INDUSTRIES LTD - SCHEDULE 13D Activist Investment

SC 13D 1 d904460dsc13d.htm SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Auspex Pharmaceuticals, Inc. (Name of Issuer) Common Stock, par value $0. 0001 (Title of Class of Securities) 05211J102 (CUSIP Number) Eyal Desheh Chief Financial Officer Teva Pharmaceutical Industries Ltd. 5 Basel Street Petach Tikv

TENDER AND SUPPORT AGREEMENT

EX-2.2 3 d904460dex22.htm EX-2.2 Exhibit 2.2 TENDER AND SUPPORT AGREEMENT THIS TENDER AND SUPPORT AGREEMENT (this “Agreement”) dated as of March 29, 2015, is made by and among TEVA PHARMACEUTICAL INDUSTRIES LTD., an Israel corporation (“Parent”), AURUM MERGER SUB, INC., a Delaware corporation and wholly owned subsidiary of Parent (“Purchaser”), and each stockholder listed on Annex I (each, a “Stoc

JOINT FILING AGREEMENT

EX-99.1 Exhibit 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the common stock, par value $0.0001 per share, of Auspex Pharmaceuticals, Inc., a Delaware corporation, and fur

This announcement is neither an offer to purchase nor a solicitation of an offer to sell Shares (as defined below). The Offer (as defined below) is made solely pursuant to the Offer to Purchase, dated April 7, 2015, the related Letter of Transmittal,

Form of Summary Advertisement, published April 7, 2015 Exhibit (a)(1)(F) This announcement is neither an offer to purchase nor a solicitation of an offer to sell Shares (as defined below).

Offer to Purchase All of the Outstanding Shares of Common Stock AUSPEX PHARMACEUTICALS, INC. $101.00 Net Per Share in Cash AURUM MERGER SUB, INC. a wholly owned subsidiary of Teva Pharmaceutical Industries Ltd.

Offer to Purchase, dated April 7, 2015 Table of Contents Exhibit (a)(1)(A) Offer to Purchase All of the Outstanding Shares of Common Stock of AUSPEX PHARMACEUTICALS, INC.

CONFIDENTIALITY AGREEMENT

Confidentiality Agreement by and between Auspex and TEVA, dated March 1, 2015 Exhibit (d)(3) CONFIDENTIALITY AGREEMENT THIS CONFIDENTIALITY AGREEMENT (?Agreement?) is being entered into as of March 1, 2015 between AUSPEX PHARMACEUTICALS, located at 3333 North Torrey Pines Court, Suite 400, La Jolla, CA 92037 (?Company?), and TEVA PHARMACEUTICAL INDUSTRIES, LTD.

Offer to Purchase All of the Outstanding Shares of Common Stock Auspex Pharmaceuticals, Inc. $101.00 Net Per Share in Cash Aurum Merger Sub, Inc. a wholly owned subsidiary of Teva Pharmaceutical Industries Ltd.

EX-99.(A)(1)(E) 6 d901048dex99a1e.htm FORM OF LETTER TO CLIENTS FOR USE BY BROKERS, DEALERS Exhibit (a)(1)(E) Offer to Purchase All of the Outstanding Shares of Common Stock of Auspex Pharmaceuticals, Inc. at $101.00 Net Per Share in Cash by Aurum Merger Sub, Inc. a wholly owned subsidiary of Teva Pharmaceutical Industries Ltd. THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:01 A.M., EASTERN TIM

Teva Pharmaceutical Industries SCHEDULE TO

SC TO-T 1 d901048dsctot.htm SCHEDULE TO UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (Rule 14d-100) Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 Auspex Pharmaceuticals, Inc. (Name of Subject Company (Issuer)) Aurum Merger Sub, Inc. a wholly owned subsidiary of Teva Pharmaceutical Industries Ltd. (Names of Fi

Offer to Purchase All of the Outstanding Shares of Common Stock Auspex Pharmaceuticals, Inc. $101.00 Net Per Share in Cash Aurum Merger Sub, Inc. a wholly owned subsidiary of Teva Pharmaceutical Industries Ltd.

EX-99.(A)(1)(D) 5 d901048dex99a1d.htm FORM OF LETTER TO BROKERS, DEALERS, Exhibit (a)(1)(D) Offer to Purchase All of the Outstanding Shares of Common Stock of Auspex Pharmaceuticals, Inc. at $101.00 Net Per Share in Cash by Aurum Merger Sub, Inc. a wholly owned subsidiary of Teva Pharmaceutical Industries Ltd. THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:01 A.M., EASTERN TIME, ON TUESDAY, MAY

ASPX SC 14D9

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 AUSPEX PHARMACEUTICALS, INC. (Name of Subject Company) AUSPEX PHARMACEUTICALS, INC. (Name of Person Filing Statement) Common Stock, $0.0001 par value per share (Title of Class of S

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. Letter of Transmittal To Tender Shares of Common Stock Auspex Pharmaceuticals, Inc. $101.00 Net Per Share in Cash Pursuant to the Offer to Purchase dated April 7, 2015 Aurum Merger Sub

EX-99.(A)(1)(B) 3 d901048dex99a1b.htm FORM OF LETTER OF TRANSMITTAL Exhibit (a)(1)(B) THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. Letter of Transmittal To Tender Shares of Common Stock of Auspex Pharmaceuticals, Inc. at $101.00 Net Per Share in Cash Pursuant to the Offer to Purchase dated April 7, 2015 by Aurum Merger Sub, Inc. a wholly owned subsidiary of Teva Pharmaceutical

Notice of Guaranteed Delivery Offer to Purchase All of the Outstanding Shares of Common Stock Auspex Pharmaceuticals, Inc. $101.00 Net Per Share in Cash Aurum Merger Sub, Inc. a wholly owned subsidiary of Teva Pharmaceutical Industries Ltd.

Form of Notice of Guaranteed Delivery Exhibit (a)(1)(C) Notice of Guaranteed Delivery for Offer to Purchase All of the Outstanding Shares of Common Stock of Auspex Pharmaceuticals, Inc.

1

EX-99.1 Exhibit 99.1 The following is a transcript of an investor conference call held by Teva Pharmaceutical Industries Ltd. on March 30, 2015: CORPORATE PARTICIPANTS Kevin Mannix Teva Pharmaceutical Industries Ltd - SVP and Head of Global IR Erez Vigodman Teva Pharmaceutical Industries Ltd - President and CEO Eyal Desheh Teva Pharmaceutical Industries Ltd - EVP and CFO Michael Hayden Teva Pharma

Teva Pharmaceutical Industries SC TO-C

SC TO-C UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (Rule 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 Auspex Pharmaceuticals, Inc. (Name of Subject Company (Issuer)) Aurum Merger Sub, Inc. a wholly-owned subsidiary of Teva Pharmaceutical Industries Ltd. (Names of Filing Persons (Offerors)) Common

TENDER AND SUPPORT AGREEMENT

EX-2.2 Exhibit 2.2 TENDER AND SUPPORT AGREEMENT THIS TENDER AND SUPPORT AGREEMENT (this ?Agreement?) dated as of March 29, 2015, is made by and among TEVA PHARMACEUTICAL INDUSTRIES LTD., an Israel corporation (?Parent?), AURUM MERGER SUB, INC., a Delaware corporation and wholly owned subsidiary of Parent (?Purchaser?), and each stockholder listed on Annex I (each, a ?Stockholder? and collectively,

ASPX 8-K

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 March 29, 2015 Date of Report (Date of earliest event reported) Auspex Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36292 95-4862842 (State or other jurisdiction of incorporation) (Com

Teva Announces the Acquisition of Auspex

EX-99.2 Exhibit 99.2 Teva Announces the Acquisition of Auspex March 30, 2015 Cautionary Statement Regarding Forward-Looking 2 Statements This presentation contains forward-looking statements, which are based on management’s current beliefs and expectations and involve a number of known and unknown risks and uncertainties that could cause our future results, performance or achievements to differ si

ASPX SC14D9C

SC14D9C UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 AUSPEX PHARMACEUTICALS, INC. (Name of Subject Company) AUSPEX PHARMACEUTICALS, INC. (Name of Person Filing Statement) Common Stock, $0.0001 par value per share (Title of Class of Securities)

AGREEMENT AND PLAN OF MERGER AUSPEX PHARMACEUTICALS, INC. a Delaware corporation; TEVA PHARMACEUTICAL INDUSTRIES LTD., an Israeli corporation; and AURUM MERGER SUB, INC., a Delaware corporation Dated as of March 29, 2015 TABLE OF CONTENTS Page SECTIO

EX-2.1 Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER among: AUSPEX PHARMACEUTICALS, INC. a Delaware corporation; TEVA PHARMACEUTICAL INDUSTRIES LTD., an Israeli corporation; and AURUM MERGER SUB, INC., a Delaware corporation Dated as of March 29, 2015 TABLE OF CONTENTS Page SECTION 1. THE OFFER 2 1.1 The Offer 2 1.2 Company Actions 4 SECTION 2. MERGER TRANSACTION 5 2.1 Merger of Purch

ASPX SC14D9C

SC14D9C UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 AUSPEX PHARMACEUTICALS, INC. (Name of Subject Company) AUSPEX PHARMACEUTICALS, INC. (Name of Person Filing Statement) Common Stock, $0.0001 par value per share (Title of Class of Securities)

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

8-K 1 d899091d8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 March 29, 2015 Date of Report (Date of earliest event reported) Auspex Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36292 95-4862842 (State or other jurisdiction o

Teva Reinforces Leadership Position in CNS with Acquisition of Auspex Expected to strengthen Teva’s core CNS franchise, establish Teva’s leadership in underserved movement disorders space, provide compelling new treatment options for patients in need

EX-99.1 Exhibit 99.1 Teva Reinforces Leadership Position in CNS with Acquisition of Auspex Expected to strengthen Teva?s core CNS franchise, establish Teva?s leadership in underserved movement disorders space, provide compelling new treatment options for patients in need, and enhance Teva?s long-term revenue and earnings growth All-Cash Transaction with Enterprise Value of $3.2 Billion Jerusalem a

AGREEMENT AND PLAN OF MERGER AUSPEX PHARMACEUTICALS, INC. a Delaware corporation; TEVA PHARMACEUTICAL INDUSTRIES LTD., an Israeli corporation; and AURUM MERGER SUB, INC., a Delaware corporation Dated as of March 29, 2015 TABLE OF CONTENTS Page SECTIO

EX-2.1 Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER among: AUSPEX PHARMACEUTICALS, INC. a Delaware corporation; TEVA PHARMACEUTICAL INDUSTRIES LTD., an Israeli corporation; and AURUM MERGER SUB, INC., a Delaware corporation Dated as of March 29, 2015 TABLE OF CONTENTS Page SECTION 1. THE OFFER 2 1.1 The Offer 2 1.2 Company Actions 4 SECTION 2. MERGER TRANSACTION 5 2.1 Merger of Purch

TENDER AND SUPPORT AGREEMENT

EX-2.2 Exhibit 2.2 TENDER AND SUPPORT AGREEMENT THIS TENDER AND SUPPORT AGREEMENT (this ?Agreement?) dated as of March 29, 2015, is made by and among TEVA PHARMACEUTICAL INDUSTRIES LTD., an Israel corporation (?Parent?), AURUM MERGER SUB, INC., a Delaware corporation and wholly owned subsidiary of Parent (?Purchaser?), and each stockholder listed on Annex I (each, a ?Stockholder? and collectively,

Teva Pharmaceutical Industries SC TO-C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (Rule 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 Auspex Pharmaceuticals, Inc. (Name of Subject Company (Issuer)) Aurum Merger Sub, Inc. a wholly-owned subsidiary of Teva Pharmaceutical Industries Ltd. (Names of Filing Persons (Offerors)) Common Stock, P

Auspex Pharmaceuticals, Inc. Non-Employee Director Compensation Policy

EX-10.5 3 aspx-ex10520141231222.htm EX-10.5 Exhibit 10.5 Auspex Pharmaceuticals, Inc. Non-Employee Director Compensation Policy Each member of the Board of Directors (the “Board”) who is not also serving as an employee of Auspex Pharmaceuticals, Inc. (“Auspex”) or any of its subsidiaries (each such member, an “Eligible Director”) will receive the compensation described in this Non-Employee Directo

AUSPEX PHARMACEUTICALS REPORTS FOURTH QUARTER 2014 RESULTS AND BUSINESS HIGHLIGHTS On Track to Submit AustedoTM NDA for Chorea Associated with Huntington’s Disease in mid-2015

Exhibit 99.1 AUSPEX PHARMACEUTICALS REPORTS FOURTH QUARTER 2014 RESULTS AND BUSINESS HIGHLIGHTS On Track to Submit AustedoTM NDA for Chorea Associated with Huntington?s Disease in mid-2015 La Jolla, California, March 16, 2015 ? Auspex Pharmaceuticals, Inc. (Nasdaq: ASPX), a late-clinical stage biopharmaceutical company dedicated to developing innovative medicines for people with movement disorders

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 16, 2015 Auspex Pharmaceuticals, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-36292 95-4862842 (State or Other Jurisdiction of Incorporation) (Commis

Auspex Pharmaceuticals, Inc. 2014 Equity Incentive Plan Adopted by the Board of Directors: January 15, 2014 Approved by the Stockholders: January 16, 2014 IPO Date: February 4, 2014

EX-10.3 2 aspx-ex10320141231280.htm EX-10.3 Exhibit 10.3 Auspex Pharmaceuticals, Inc. 2014 Equity Incentive Plan Adopted by the Board of Directors: January 15, 2014 Approved by the Stockholders: January 16, 2014 IPO Date: February 4, 2014 1. General. (a) Successor to and Continuation of Prior Plan. The Plan is intended as the successor to and continuation of the Auspex Pharmaceuticals, Inc. 2010 E

Annual Report - 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2014 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-36292 Auspex Pharmace

SIXTH AMENDMENT TO LEASE

EX-10.23 4 aspx-ex1023201412316.htm EX-10.23 Exhibit 10.23 SIXTH AMENDMENT TO LEASE THIS SIXTH AMENDMENT TO LEASE ("Sixth Amendment") is made and entered into as of the 31st day of December, 2014, by and between MULLROCK 3 TORREY PINES, LLC, a Delaware limited liability company ("Landlord") and AUSPEX PHARMACEUTICALS, INC., a Delaware corporation ("Tenant"). R E C I T A L S: A. Landlord and Tenant

ASPX FORM S-8

S-8 1 d890596ds8.htm FORM S-8 As filed with the Securities and Exchange Commission on March 16, 2015 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 AUSPEX PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 95-4862842 (State or other jurisdiction of inco

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 February 13, 2015 Date of Report (Date of earliest event reported) Auspex Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36292 95-4862842 (State or other jurisdiction of incorporati

ASPX / Auspex Pharmaceuticals, Inc. / Thomas, McNerney & Partners II L.P. - AUSPEX PHARMACEUTICALS, INC. - AMEND. NO. 1 Activist Investment

SC 13D/A 1 auspex-sch13da17765.htm AUSPEX PHARMACEUTICALS, INC. - AMEND. NO. 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* Auspex Pharmaceuticals, Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 05211J102 (CUSIP Number) Thomas, McNerney & Partners II,

ASPX / Auspex Pharmaceuticals, Inc. / Cmea Ventures Vii Lp - SCHEDULE 13G Passive Investment

Schedule 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 AUSPEX PHARMACEUTICALS, INC. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 05211J102 (CUSIP Number) December 31, 2014 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the

Sole Book-Running Manager J.P. Morgan Co-Lead Managers Stifel BMO Capital Markets Co-Managers Baird William Blair

424B4 1 d844351d424b4.htm 424B4 Table of Contents Filed Pursuant to Rule 424(b)(4) Registration Statement No. 333-201387 Prospectus 4,000,000 shares Common shares This is a public offering of shares of common stock of Auspex Pharmaceuticals, Inc. Auspex is offering 3,000,000 shares of common stock and the selling stockholders identified in this prospectus are offering 1,000,000 shares of common st

[—] Shares AUSPEX PHARMACEUTICALS, INC. Common Stock UNDERWRITING AGREEMENT

EX-1.1 Exhibit 1.1 [—] Shares AUSPEX PHARMACEUTICALS, INC. Common Stock UNDERWRITING AGREEMENT January [—], 2015 J.P. MORGAN SECURITIES LLC As representative of the several Underwriters named in Schedule I hereto c/o J.P. Morgan Securities LLC 383 Madison Avenue New York, NY 10179 Ladies and Gentlemen: Auspex Pharmaceuticals, Inc., a Delaware corporation (the “Company”), proposes to issue and sell

ASPX / Auspex Pharmaceuticals, Inc. S-1/A - - AMENDMENT NO. 1 TO FORM S-1

Amendment No. 1 to Form S-1 Table of Contents As filed with the Securities and Exchange Commission on January 21, 2015 Registration No. 333-201387 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Auspex Pharmaceuticals, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 2834

Regulation FD Disclosure, Financial Statements and Exhibits, Other Events

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 11, 2015 Auspex Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36292 95-4862842 (State or other jurisdiction of incorporati

AUSPEX ANNOUNCES FAVORABLE TOPLINE RESULTS FROM THOROUGH QT CLINICAL TRIAL OF SD-809 SD-809 Met Primary Outcome Measure, Showed No Clinically Significant QT Prolongation NDA Submission Planned by Mid-2015

EX-99.1 Exhibit 99.1 AUSPEX ANNOUNCES FAVORABLE TOPLINE RESULTS FROM THOROUGH QT CLINICAL TRIAL OF SD-809 SD-809 Met Primary Outcome Measure, Showed No Clinically Significant QT Prolongation NDA Submission Planned by Mid-2015 LA JOLLA, California, January 11, 2015 – Auspex Pharmaceuticals, Inc. (Nasdaq: ASPX), a biopharmaceutical company dedicated to developing innovative medicines for people with

LOAN AND SECURITY AGREEMENT

EX-10.23 Exhibit 10.23 LOAN AND SECURITY AGREEMENT THIS LOAN AND SECURITY AGREEMENT (as the same may from time to time be amended, modified, supplemented or restated, this “Agreement”) dated as of December 27, 2013 (the “Effective Date”) among OXFORD FINANCE LLC, a Delaware limited liability company with an office located at 133 North Fairfax Street, Alexandria, Virginia 22314 (“Oxford”), as colla

FIFTH AMENDMENT TO LEASE

EX-10.28 Exhibit 10.28 FIFTH AMENDMENT TO LEASE THIS FIFTH AMENDMENT TO LEASE (“Fifth Amendment”) is made and entered into as of the 30th day of November, 2014, by and between MULLROCK 3 TORREY PINES, LLC, a Delaware limited liability company (“Landlord”) and AUSPEX PHARMACEUTICALS, INC., a Delaware corporation (“Tenant”). R E C I T A L S: A. Landlord and Tenant entered into that certain Office Le

ASPX / Auspex Pharmaceuticals, Inc. S-1 - Registration Statement - FORM S-1

Form S-1 Table of Contents As filed with the Securities and Exchange Commission on January 7, 2015 Registration No.

AUSPEX PHARMACEUTICALS, INC. NON-EMPLOYEE DIRECTOR COMPENSATION POLICY

EX-10.5 Exhibit 10.5 AUSPEX PHARMACEUTICALS, INC. NON-EMPLOYEE DIRECTOR COMPENSATION POLICY Each member of the Board of Directors (the “Board”) who is not also serving as an employee of Auspex Pharmaceuticals, Inc. (“Auspex”) or any of its subsidiaries (each such member, an “Eligible Director”) will receive the compensation described in this Non-Employee Director Compensation Policy for his or her

ASPX / Auspex Pharmaceuticals, Inc. / Flynn James E Passive Investment

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No.

Regulation FD Disclosure, Other Events

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 16, 2014 Auspex Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36292 95-4862842 (State or other jurisdiction of incorporation)

Treating Movement Disorders

EX-99.1 Exhibit 99.1 Treating Movement Disorders Huntington’s Tardive Tourette Disease Dyskinesia Syndrome DECEMBER 16, 2014 1 Forward Looking Statements Statements made in this presentation regarding matters that are not historical facts are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Because such statements are subject to risks and unc

AUSPEX PHARMACEUTICALS REPORTS THIRD QUARTER 2014 RESULTS AND BUSINESS HIGHLIGHTS Topline Data for Phase 3 First-HD and ARC-HD Switch Studies in Huntington’s Disease Expected in December 2014

EX-99.1 Exhibit 99.1 AUSPEX PHARMACEUTICALS REPORTS THIRD QUARTER 2014 RESULTS AND BUSINESS HIGHLIGHTS Topline Data for Phase 3 First-HD and ARC-HD Switch Studies in Huntington’s Disease Expected in December 2014 La Jolla, California, November 10, 2014 — Auspex Pharmaceuticals, Inc. (Nasdaq: ASPX), a biopharmaceutical company dedicated to developing innovative medicines for people with movement di

ASPX / Auspex Pharmaceuticals, Inc. 144 - - FORM 144

FORM 144 OMB APPROVAL OMB Number: 3235-0101 Expires: May 31, 2017 Estimated average burden hours per response………….

ASPX / Auspex Pharmaceuticals, Inc. 144 - - 144

144 1 d814435d144.htm 144 OMB APPROVAL OMB Number: 3235-0101 Expires: May 31, 2017 Estimated average burden hours per response…………. 1.0 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933 SEC USE ONLY DOCUMENT SEQUENCE NO. CUSIP NUMBER WORK LOCATION ATTENTION: Transmit for filin

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) November 10, 2014 Auspex Pharmaceuticals, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2014 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-36292 Auspex

ASPX / Auspex Pharmaceuticals, Inc. 144 - - 144

144 OMB APPROVAL OMB Number: 3235-0101 Expires: May 31, 2017 Estimated average burden hours per response 1.

ASPX / Auspex Pharmaceuticals, Inc. 144 - - 144

144 1 d787181d144.htm 144 OMB APPROVAL OMB Number: 3235-0101 Expires: May 31, 2017 Estimated average burden hours per response 1.0 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933 SEC USE ONLY DOCUMENT SEQUENCE NO. CUSIP NUMBER WORK LOCATION ATTENTION: Transmit for filing 3 c

AUSPEX PHARMACEUTICALS REPORTS SECOND QUARTER 2014 RESULTS Pivotal Study of SD-809 in Tardive Dyskinesia and a Phase 1B Multiple Dose Study In Tourette Syndrome Initiated

Exhibit 99.1 AUSPEX PHARMACEUTICALS REPORTS SECOND QUARTER 2014 RESULTS Pivotal Study of SD-809 in Tardive Dyskinesia and a Phase 1B Multiple Dose Study In Tourette Syndrome Initiated La Jolla, California, August 7, 2014 ? Auspex Pharmaceuticals, Inc. (Nasdaq: ASPX), a late clinical stage biopharmaceutical company focused on developing and commercializing novel medicines for the treatment of orpha

FOURTH AMENDMENT TO LEASE

Exhibit 10.30 FOURTH AMENDMENT TO LEASE THIS FOURTH AMENDMENT TO LEASE ("Fourth Amendment") is made and entered into as of the 25th day of July, 2014, by and between MULLROCK 3 TORREY PINES, LLC, a Delaware limited liability company ("Landlord") and AUSPEX PHARMACEUTICALS, INC., a Delaware corporation ("Tenant"). R E C I T A L S: A.Landlord and Tenant entered into that certain Office Lease dated a

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2014 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-36292 Auspex Phar

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 d771128d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) August 7, 2014 Auspex Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36292 95-4862842 (State or other jurisdictio

Entry into a Material Definitive Agreement

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 July 25, 2014 Date of Report (Date of earliest event reported) Auspex Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36292 95-4862842 (State or other jurisdiction of incorporation)

3,150,000 Shares Common Stock

Table of Contents Filed Pursuant to Rule 424(b)(4) Registration Statement No. 333-197029 PROSPECTUS 3,150,000 Shares Common Stock We are offering 3,150,000 shares of our common stock. Our common stock is listed on The NASDAQ Global Market under the symbol “ASPX.” On July 10, 2014, the last reported sale price of our common stock on The NASDAQ Global Market was $19.85 per share. We are an “emerging

ASPX / Auspex Pharmaceuticals, Inc. POS EX - - POS EX

POS EX As filed with the Securities and Exchange Commission on July 10, 2014 Registration No.

[ — ] Shares AUSPEX PHARMACEUTICALS, INC. Common Stock UNDERWRITING AGREEMENT

EX-1.1 Exhibit 1.1 [ — ] Shares AUSPEX PHARMACEUTICALS, INC. Common Stock UNDERWRITING AGREEMENT [ — ], 2014 STIFEL, NICOLAUS & COMPANY, INCORPORATED BMO CAPITAL MARKETS CORP. As representatives of the several Underwriters named in Schedule I hereto c/o Stifel, Nicolaus & Company, Incorporated One Montgomery Street, Suite 3700 San Francisco, CA 94104 and c/o BMO Capital Markets Corp. 3 Times Squar

ASPX / Auspex Pharmaceuticals, Inc. S-1/A - - FORM S-1/A

FORM S-1/A Table of Contents As filed with the Securities and Exchange Commission on July 7, 2014 Registration No.

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 d747538d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 May 13, 2014 Date of Report (Date of earliest event reported) Auspex Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36292 95-4862842 (State or other jurisdictio

Registration Statement - S-1

S-1 Table of Contents As filed with the Securities and Exchange Commission on June 25, 2014 Registration No.

AUSPEX PHARMACEUTICALS REPORTS 2014 FIRST QUARTER RESULTS Multiple Significant Catalysts Expected Over The Next Few Quarters

EX-99.1 Exhibit 99.1 AUSPEX PHARMACEUTICALS REPORTS 2014 FIRST QUARTER RESULTS Multiple Significant Catalysts Expected Over The Next Few Quarters La Jolla, California, May 13, 2014 – Auspex Pharmaceuticals, Inc. (Nasdaq: ASPX), a late clinical stage biopharmaceutical company focused on developing and commercializing novel medicines for the treatment of orphan diseases, today announced its financia

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

8-K 1 d742401d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 June 13, 2014 Date of Report (Date of earliest event reported) Auspex Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36292 95-4862842 (State or other jurisdicti

2

EX-99.1 Exhibit 99.1 June 13, 2014 Andreas Sommer, Ph.D. Carlsbad, CA Re: Amendment to Employment Offer Letter Dear Andreas: You are currently employed by Auspex Pharmaceuticals, Inc. (the “Company”) pursuant to an offer letter from the Company dated January 9, 2009 (the “Offer Letter”). This letter agreement (the “Amendment”) provides details with respect to your position and reporting as set for

T O R R E Y P I N E S C O U R T, L A J O L L A O F F I C E L E A S E MULLROCK 3 TORREY PINES, LLC, a Delaware limited liability company THOMAS, MCNERNEY & PARTNERS MGT., LLC, a Delaware limited liability company SUMMARY OF BASIC LEASE INFORMATION AND

Exhibit 10.28 T O R R E Y P I N E S C O U R T, L A J O L L A O F F I C E L E A S E LANDLORD: MULLROCK 3 TORREY PINES, LLC, a Delaware limited liability company TENANT: THOMAS, MCNERNEY & PARTNERS MGT., LLC, a Delaware limited liability company SUMMARY OF BASIC LEASE INFORMATION AND DEFINITIONS This SUMMARY OF BASIC LEASE INFORMATION AND DEFINITIONS (?Summary?) is hereby incorporated into and made

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2014 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-36292 Auspex Pha

THIRD AMENDMENT TO LEASE

EX-10 4 aspx-ex1020140331202.htm EX-10.27 Exhibit 10.27 THIRD AMENDMENT TO LEASE THIS THIRD AMENDMENT TO LEASE (“Third Amendment”) is made and entered into as of the 14th day of February, 2014, by and between MULLROCK 3 TORREY PINES, LLC, a Delaware limited liability company (“Landlord”) and AUSPEX PHARMACEUTICALS, INC., a Delaware corporation (“Tenant”). R E C I T A L S: A. Landlord and Tenant en

AMENDED AND RESTATED BYLAWS AUSPEX PHARMACEUTICALS, INC. (A DELAWARE CORPORATION) AMENDED AND RESTATED BYLAWS AUSPEX PHARMACEUTICALS, INC. (A DELAWARE CORPORATION) ARTICLE I

Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF AUSPEX PHARMACEUTICALS, INC. (A DELAWARE CORPORATION) AMENDED AND RESTATED BYLAWS OF AUSPEX PHARMACEUTICALS, INC. (A DELAWARE CORPORATION) ARTICLE I Offices Section 1. Registered Office. The registered office of the corporation in the State of Delaware shall be in the City of Wilmington, County of New Castle. Section 2. Other Offices. The corporation shal

Auspex Pharmaceuticals, Inc. Non-Employee Director Compensation Policy

EX-10 3 aspx-ex1020140331251.htm EX-10.5 Exhibit 10.5 Auspex Pharmaceuticals, Inc. Non-Employee Director Compensation Policy Each member of the Board of Directors (the “Board”) who is not also serving as an employee of Auspex Pharmaceuticals, Inc. (“Auspex”) or any of its subsidiaries (each such member, an “Eligible Director”) will receive the compensation described in this Non-Employee Director C

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers - FORM 8-K

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 May 1, 2014 Date of Report (Date of earliest event reported) Auspex Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36292 95-4862842 (State or other jurisdiction of incorporation) (C

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers - FORM 8-K

FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 March 27, 2014 Date of Report (Date of earliest event reported) Auspex Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36292 95-4862842 (State or other jurisdiction of incorporation)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K

FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

AUSPEX PHARMACEUTICALS REPORTS 2013 FOURTH QUARTER AND FULL YEAR 2013 FINANCIAL RESULTS Successful IPO Positions Company for Multiple Independent Catalysts Over Next 5 Quarters

EX-99.1 Exhibit 99.1 AUSPEX PHARMACEUTICALS REPORTS 2013 FOURTH QUARTER AND FULL YEAR 2013 FINANCIAL RESULTS Successful IPO Positions Company for Multiple Independent Catalysts Over Next 5 Quarters La Jolla, California, March 27, 2014 – Auspex Pharmaceuticals, Inc. (Nasdaq: ASPX), a late clinical stage biopharmaceutical company focused on developing and commercializing novel medicines for the trea

Financial Statements and Exhibits, Results of Operations and Financial Condition - FORM 8-K

FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 March 27, 2014 Date of Report (Date of earliest event reported) Auspex Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36292 95-4862842 (State or other jurisdiction of incorporation)

FORM OF LOCK-UP AGREEMENT

EX-99.B EXHIBIT B FORM OF LOCK-UP AGREEMENT AUSPEX PHARMACEUTICALS, INC. 3366 North Torrey Pines Court, Suite 225 La Jolla, CA 92037 STIFEL, NICOLAUS & COMPANY, INCORPORATED BMO CAPITAL MARKETS CORP. c/o Stifel, Nicolaus & Company, Incorporated One Montgomery Street, Suite 3700 San Francisco, CA 94104 Ladies and Gentlemen: The undersigned refers to the proposed Underwriting Agreement (the “Underwr

ASPX / Auspex Pharmaceuticals, Inc. / Panorama Capital, L.p. - SC 13D Activist Investment

SC 13D 1 d677783dsc13d.htm SC 13D SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Auspex Pharmaceuticals, Inc. (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 05211J 102 (CUSIP Number) Audrey Vallen, CFO Panorama Capital Management, LLC 1999 S. Bascom Avenue, Suite 700 Campbell, CA 9500

POWER OF ATTORNEY

EX-99.D EXHIBIT D POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Susan Haedt his true and lawful attorney-in-fact, with full power of substitution, to sign any and all instruments, certificates and documents that may be necessary, desirable or appropriate to be executed on behalf of himself as an individual or in his capacity as a direct or i

ASPX / Auspex Pharmaceuticals, Inc. / Thomas, McNerney & Partners II L.P. - SC 13D Activist Investment

SC 13D 1 d677781dsc13d.htm SC 13D SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. )* Auspex Pharmaceuticals, Inc. (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 05211J 102 (CUSIP Number) Thomas, McNerney & Partners II, L.P. 60 South Sixth Street, Suite 3620 Minneapolis, MN 55402 (650) 234

JOINT FILING AGREEMENT

EX-99.C EXHIBIT C JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Common Stock of Auspex Pharmaceuticals, Inc. and further agree that this agreement be included as an exhibit to such fili

FORM OF LOCK-UP AGREEMENT

EX-99.B EXHIBIT B FORM OF LOCK-UP AGREEMENT AUSPEX PHARMACEUTICALS, INC. 3366 North Torrey Pines Court, Suite 225 La Jolla, CA 92037 STIFEL, NICOLAUS & COMPANY, INCORPORATED BMO CAPITAL MARKETS CORP. c/o Stifel, Nicolaus & Company, Incorporated One Montgomery Street, Suite 3700 San Francisco, CA 94104 Ladies and Gentlemen: The undersigned refers to the proposed Underwriting Agreement (the “Underwr

AGREEMENT

EX-99.1 Exhibit 99.1 AGREEMENT Pursuant to Rule 13d-1(k)(l) promulgated pursuant to the Securities Exchange Act of 1934, as amended, the undersigned agree that the attached Schedule 13G is being filed on behalf of each of the undersigned. Dated: February 20, 2014 CMEA Ventures VII GP, LLC By: /s/ David Collier David Collier, Manager CMEA Ventures VII GP, L.P. By: CMEA Ventures VII GP, LLC Its: Sol

JOINT FILING AGREEMENT

EX-99.C EXHIBIT C JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Common Stock of Auspex Pharmaceuticals, Inc. and further agree that this agreement be included as an exhibit to such fili

ASPX / Auspex Pharmaceuticals, Inc. / Cmea Ventures Vii Lp - SC 13G Passive Investment

SC 13G 1 d677797dsc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 AUSPEX PHARMACEUTICALS, INC. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 05211J102 (CUSIP Number) February 10, 2014 (Date of Event Which Requires Filing of this Statement) Check the appropriate

ASPX / Auspex Pharmaceuticals, Inc. / Flynn James E Passive Investment

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No.

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF AUSPEX PHARMACEUTICALS, INC.

EX-3.1 Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF AUSPEX PHARMACEUTICALS, INC. Auspex Pharmaceuticals, Inc., a corporation organized and existing under the laws of the State of Delaware, hereby certifies as follows: FIRST: The name of this corporation is Auspex Pharmaceuticals, Inc. SECOND: The date of filing of its original Certificate of Incorporation with the Secretary of

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 February 10, 2014 Date of Report (Date of earliest event reported) Auspex Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36292 95-4862842 (State or other jurisdiction of incorporation) (Comm

AMENDED AND RESTATED BYLAWS AUSPEX PHARMACEUTICALS, INC. (A DELAWARE CORPORATION) AMENDED AND RESTATED BYLAWS AUSPEX PHARMACEUTICALS, INC. (A DELAWARE CORPORATION) ARTICLE I

EX-3.2 Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF AUSPEX PHARMACEUTICALS, INC. (A DELAWARE CORPORATION) AMENDED AND RESTATED BYLAWS OF AUSPEX PHARMACEUTICALS, INC. (A DELAWARE CORPORATION) ARTICLE I OFFICES Section 1. Registered Office. The registered office of the corporation in the State of Delaware shall be in the City of Wilmington, County of New Castle. Section 2. Other Offices. The corporati

- FORM S-8

Form S-8 As filed with the Securities and Exchange Commission on February 5, 2014 Registration No.

7,000,000 Shares Common Stock $12.00 per share

424B4 1 d627086d424b4.htm 424B4 Table of Contents Filed Pursuant to Rule 424(b)(4) Registration No. 333-193013 PROSPECTUS 7,000,000 Shares Common Stock $12.00 per share This is the initial public offering of Auspex Pharmaceuticals, Inc. We are offering 7,000,000 shares of our common stock. Prior to this offering, there has been no public market for our common stock. The initial public offering pri

- AMENDMENT NO.3 TO FORM S-1 REGISTRATION STATEMENT

AMENDMENT NO.3 TO FORM S-1 REGISTRATION STATEMENT Table of Contents As filed with the Securities and Exchange Commission on February 4, 2014 Registration No. 333-193013 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 3 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Auspex Pharmaceuticals, Inc. (Exact Name of Registrant as Specified in Its

- S-1MEF

S-1MEF 1 d671155ds1mef.htm S-1MEF As filed with the Securities and Exchange Commission on February 4, 2014 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Auspex Pharmaceuticals, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 2834 95-4862842 (State or Other Jurisdict

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CORRESP 1 filename1.htm January 31, 2014 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attn: Mr. Jeffrey P. Riedler Re: Auspex Pharmaceuticals, Inc. (the “Company”) – Request for Acceleration Registration Statement on Form S-1 (File No. 333-193013) Ladies and Gentlemen: In accordance with Rule 461 under the Securities Ac

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CORRESP 1 filename1.htm January 31, 2014 U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Mail Stop 6010 Washington, D.C. 20549-3628 VIA EDGAR Attn: Mr. Jeffrey Riedler Re: Auspex Pharmaceuticals, Inc. Registration Statement on Form S-1 File No. 333-193013 Acceleration Request Requested Date: Tuesday, February 4, 2014 Requested Time: 4:00 P.M. Eastern Stan

- 8-A12B

8-A12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 Auspex Pharmaceuticals, Inc.

- FORM S-1/A

Form S-1/A Table of Contents As filed with the Securities and Exchange Commission on January 17, 2014 Registration No.

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Correspondence Kenneth J. Rollins T: +1 858 550 6136 [email protected] VIA EDGAR AND FEDERAL EXPRESS January 17, 2014 United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attn: Jeffrey P. Riedler, Assistant Director Re: Auspex Pharmaceuticals, Inc. Amendment No. 1 to Registration Statement on Form S-1 Filed January 10, 2014 Fi

AUSPEX PHARMACEUTICALS, INC. NON-EMPLOYEE DIRECTOR COMPENSATION POLICY

EX-10.5 7 d627086dex105.htm EXHIBIT 10.5 Exhibit 10.5 AUSPEX PHARMACEUTICALS, INC. NON-EMPLOYEE DIRECTOR COMPENSATION POLICY Each member of the Board of Directors (the “Board”) who is not also serving as an employee of Auspex Pharmaceuticals, Inc. (“Auspex”) or any of its subsidiaries (each such member, an “Eligible Director”) will receive the compensation described in this Non-Employee Director C

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION AUSPEX PHARMACEUTICALS, INC.

Exhibit 3.1 Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF AUSPEX PHARMACEUTICALS, INC. Pratik Shah hereby certifies that: ONE: The date of filing of the original Certificate of Incorporation of this corporation with the Secretary of State of the State of Delaware was June 14, 2007. TWO: He is the duly elected and acting Chief Executive Officer of Auspex Pharmaceuticals, Inc., a

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF AUSPEX PHARMACEUTICALS, INC.

EX-3.2 Exhibit 3.2 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF AUSPEX PHARMACEUTICALS, INC. Auspex Pharmaceuticals, Inc., a corporation organized and existing under the laws of the State of Delaware, hereby certifies as follows: FIRST: The name of this corporation is Auspex Pharmaceuticals, Inc. SECOND: The date of filing of its original Certificate of Incorporation with the Secretary of

AUSPEX PHARMACEUTICALS, INC. 2014 EMPLOYEE STOCK PURCHASE PLAN ADOPTED BY THE BOARD OF DIRECTORS: JANUARY 15, 2014 APPROVED BY THE STOCKHOLDERS: JANUARY 16, 2014

Exhibit 10.4 Exhibit 10.4 AUSPEX PHARMACEUTICALS, INC. 2014 EMPLOYEE STOCK PURCHASE PLAN ADOPTED BY THE BOARD OF DIRECTORS: JANUARY 15, 2014 APPROVED BY THE STOCKHOLDERS: JANUARY 16, 2014 1. GENERAL; PURPOSE. (a) The Plan provides a means by which Eligible Employees of the Company and certain designated Related Corporations may be given an opportunity to purchase shares of Common Stock. The Plan p

AUSPEX PHARMACEUTICALS, INC. 2014 EQUITY INCENTIVE PLAN ADOPTED BY THE BOARD OF DIRECTORS: JANUARY 15, 2014 APPROVED BY THE STOCKHOLDERS: JANUARY 16, 2014 IPO DATE: , 2014

EX-10.3 5 d627086dex103.htm EXHIBIT 10.3 Exhibit 10.3 AUSPEX PHARMACEUTICALS, INC. 2014 EQUITY INCENTIVE PLAN ADOPTED BY THE BOARD OF DIRECTORS: JANUARY 15, 2014 APPROVED BY THE STOCKHOLDERS: JANUARY 16, 2014 IPO DATE: , 2014 1. GENERAL. (a) Successor to and Continuation of Prior Plan. The Plan is intended as the successor to and continuation of the Auspex Pharmaceuticals, Inc. 2010 Equity Incenti

[ l ] Shares AUSPEX PHARMACEUTICALS, INC. Common Stock UNDERWRITING AGREEMENT

EX-1.1 Exhibit 1.1 [ l ] Shares AUSPEX PHARMACEUTICALS, INC. Common Stock UNDERWRITING AGREEMENT [ l ], 2014 STIFEL, NICOLAUS & COMPANY, INCORPORATED BMO CAPITAL MARKETS CORP. As representatives of the several Underwriters named in Schedule I hereto c/o Stifel, Nicolaus & Company, Incorporated One Montgomery Street, Suite 3700 San Francisco, CA 94104 Ladies and Gentlemen: Auspex Pharmaceuticals, I

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CORRESPONDENCE Kenneth J. Rollins T: +1 858 550 6136 [email protected] VIA EDGAR AND FEDERAL EXPRESS January 10, 2014 United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attn: Jeffrey P. Riedler, Assistant Director Re: Auspex Pharmaceuticals, Inc. Registration Statement on Form S-1 Filed December 20, 2013 File No. 333-193013

- FORM S-1/A

S-1/A 1 d627086ds1a.htm FORM S-1/A Table of Contents As filed with the Securities and Exchange Commission on January 10, 2014 Registration No. 333-193013 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Auspex Pharmaceuticals, Inc. (Exact Name of Registrant as Specified in Its Charter) Delawa

WARRANT TO PURCHASE STOCK Company: AUSPEX PHARMACEUTICALS, INC., a Delaware corporation Number of Shares: [ ] Type/Series of Stock: Series E Preferred Warrant Price: $1.724 per share Issue Date: December 27, 2013 Expiration Date: December 27, 2023 Se

EX-10.25 Exhibit 10.25 THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTIONS 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR, IN THE OPINION OF LEGAL COUNSEL IN FORM

Additional abbreviations may also be used though not in the above list.

EX-4.1 Exhibit 4.1 The Corporation shall furnish without charge to each stockholder who so requests a statement of the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock of the Corporation or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights. Such requests shall be made to the Cor

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Kenneth J. Rollins T: +1 858 550 6136 [email protected] *FOIA Confidential Treatment Request* Confidential Treatment Requested by Auspex Pharmaceuticals, Inc. in connection with Registration Statement on Form S-1 filed December 20, 2013 (File No. 333-193013) ASPX-0001 January 10, 2014 VIA EDGAR AND FEDEX United States Securities and Exchange Commission Division of Corporate Finance 100 F Street,

AUSPEX PHARMACEUTICALS, INC. 2010 EQUITY INCENTIVE PLAN ADOPTED BY THE BOARD OF DIRECTORS: JUNE 30, 2010 APPROVED BY THE STOCKHOLDERS: JULY 1, 2010 AMENDED BY THE BOARD OF DIRECTORS ON OCTOBER 31, 2012 AMENDMENT APPROVED BY THE STOCKHOLDERS ON OCTOBE

EX-10.2 Exhibit 10.2 AUSPEX PHARMACEUTICALS, INC. 2010 EQUITY INCENTIVE PLAN ADOPTED BY THE BOARD OF DIRECTORS: JUNE 30, 2010 APPROVED BY THE STOCKHOLDERS: JULY 1, 2010 AMENDED BY THE BOARD OF DIRECTORS ON OCTOBER 31, 2012 AMENDMENT APPROVED BY THE STOCKHOLDERS ON OCTOBER 31, 2012 AMENDED BY THE BOARD OF DIRECTORS ON JULY 10, 2013 AMENDMENT APPROVED BY THE STOCKHOLDERS ON JULY 10, 2013 AMENDED BY

LOAN AND SECURITY AGREEMENT

EX-10-26 Exhibit 10.26 LOAN AND SECURITY AGREEMENT THIS LOAN AND SECURITY AGREEMENT (as the same may from time to time be amended, modified, supplemented or restated, this “Agreement”) dated as of December 27, 2013 (the “Effective Date”) among OXFORD FINANCE LLC, a Delaware limited liability company with an office located at 133 North Fairfax Street, Alexandria, Virginia 22314 (“Oxford”), as colla

AUSPEX PHARMACEUTICALS, INC. 2010 EQUITY INCENTIVE PLAN ADOPTED BY THE BOARD OF DIRECTORS: JUNE 30, 2010 APPROVED BY THE STOCKHOLDERS: JULY 1, 2010 AMENDED BY THE BOARD OF DIRECTORS ON OCTOBER 31, 2012 AMENDMENT APPROVED BY THE STOCKHOLDERS ON OCTOBE

EX-10.2 8 d627086dex102.htm EX-10.2 Exhibit 10.2 AUSPEX PHARMACEUTICALS, INC. 2010 EQUITY INCENTIVE PLAN ADOPTED BY THE BOARD OF DIRECTORS: JUNE 30, 2010 APPROVED BY THE STOCKHOLDERS: JULY 1, 2010 AMENDED BY THE BOARD OF DIRECTORS ON OCTOBER 31, 2012 AMENDMENT APPROVED BY THE STOCKHOLDERS ON OCTOBER 31, 2012 AMENDED BY THE BOARD OF DIRECTORS ON JULY 10, 2013 AMENDMENT APPROVED BY THE STOCKHOLDERS

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF AUSPEX PHARMACEUTICALS, INC.

EX-3.2 Exhibit 3.2 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF AUSPEX PHARMACEUTICALS, INC. Auspex Pharmaceuticals, Inc., a corporation organized and existing under the laws of the State of Delaware, hereby certifies as follows: FIRST: The name of this corporation is Auspex Pharmaceuticals, Inc. SECOND: The date of filing of its original Certificate of Incorporation with the Secretary of

Registration Statement - FORM S-1

Form S-1 Table of Contents As filed with the Securities and Exchange Commission on December 20, 2013 Registration No.

February 4, 2011

EX-10.7 13 d627086dex107.htm EX-10.7 Exhibit 10.7 February 4, 2011 Dr. David Stamler Via Email: [email protected] Dear David: We are pleased to offer you a part-time position with Auspex Pharmaceuticals, Inc. (the “Company”), as Chief Medical Officer. You will report to the Chief Operating Officer of the Company. During the period commencing effective January 15, 2011 and ending on September

AUSPEX PHARMACEUTICALS, INC. 2014 EMPLOYEE STOCK PURCHASE PLAN ADOPTED BY THE BOARD OF DIRECTORS: [•], 201[•] APPROVED BY THE STOCKHOLDERS: [•], 201[•]

EX-10.4 Exhibit 10.4 AUSPEX PHARMACEUTICALS, INC. 2014 EMPLOYEE STOCK PURCHASE PLAN ADOPTED BY THE BOARD OF DIRECTORS: [•], 201[•] APPROVED BY THE STOCKHOLDERS: [•], 201[•] 1. GENERAL; PURPOSE. (a) The Plan provides a means by which Eligible Employees of the Company and certain designated Related Corporations may be given an opportunity to purchase shares of Common Stock. The Plan permits the Comp

AUSPEX PHARMACEUTICALS, INC. EXECUTIVE SEVERANCE PLAN APPROVED BY THE BOARD OF DIRECTORS: DECEMBER 18, 2013

EX-10.23 29 d627086dex1023.htm EX-10.23 Exhibit 10.23 AUSPEX PHARMACEUTICALS, INC. EXECUTIVE SEVERANCE PLAN APPROVED BY THE BOARD OF DIRECTORS: DECEMBER 18, 2013 Section 1. INTRODUCTION. The Auspex Pharmaceuticals, Inc. Executive Severance Plan (the “Plan”) is hereby established effective upon the date of approval by the Board of Directors of Auspex Pharmaceuticals, Inc. (the “Company”) set forth

FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT

EX-10.19 25 d627086dex1019.htm EX-10.19 Exhibit 10.19 FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT This First Amendment to Loan and Security Agreement (this “Amendment”) is entered into as of June 20, 2013, by and between SQUARE 1 BANK (“Bank”) and AUSPEX PHARMACEUTICALS, INC. (“Borrower”). RECITALS Borrower and Bank are parties to that certain Loan and Security Agreement dated as of January 9,

January 9, 2009

EX-10.6 Exhibit 10.6 January 9, 2009 Andreas Sommer Carlsbad, CA Dear Andreas: We are pleased to offer you a full-time position with Auspex Pharmaceuticals, Inc. as Vice President of Operations. In this role your compensation will be $16,667 per month, which will be paid in accordance with Auspex’s normal payroll schedule and will subject to standard payroll deductions and withholdings. In this po

AUSPEX PHARMACEUTICALS, INC. WARRANT TO PURCHASE PREFERRED STOCK No. PSW-[ ] July [ ], 2012

EX-10.16 22 d627086dex1016.htm EX-10.16 Exhibit 10.16 THIS WARRANT AND THE UNDERLYING SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”) AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY AND ITS COUNSEL T

9-3-13

Exhibit 10.10 August 30, 2013 Mr. John Schmid 11385 Mandrake Point San Diego, CA 92131 Dear John: We are pleased to offer you a full-time position with Auspex Pharmaceuticals, Inc. as Chief Financial Officer reporting to the Chief Executive Officer. In this role your compensation will be Two Hundred and Seventy-Five Thousand Dollars ($275,000.00) annually, which will be paid in accordance with Aus

AUSPEX PHARMACEUTICALS, INC. 2014 EQUITY INCENTIVE PLAN ADOPTED BY THE BOARD OF DIRECTORS: [•], 20[•] APPROVED BY THE STOCKHOLDERS: [•], 20[•] IPO DATE: , 201[•]

EX-10.3 Exhibit 10.3 AUSPEX PHARMACEUTICALS, INC. 2014 EQUITY INCENTIVE PLAN ADOPTED BY THE BOARD OF DIRECTORS: [•], 20[•] APPROVED BY THE STOCKHOLDERS: [•], 20[•] IPO DATE: , 201[•] 1. GENERAL. (a) Successor to and Continuation of Prior Plan. The Plan is intended as the successor to and continuation of the Auspex Pharmaceuticals, Inc. 2010 Equity Incentive Plan, as amended (the “Prior Plan”). Fro

TORREY PINES COURT, LA JOLLA OFFICE LEASE MULLROCK 3 TORREY PINES, LLC, a Delaware limited liability company AUSPEX PHARMACEUTICALS, INC., a Delaware corporation SUMMARY OF BASIC LEASE INFORMATION AND DEFINITIONS

EX-10.20 26 d627086dex1020.htm EX-10.20 Exhibit 10.20 TORREY PINES COURT, LA JOLLA OFFICE LEASE LANDLORD: MULLROCK 3 TORREY PINES, LLC, a Delaware limited liability company TENANT: AUSPEX PHARMACEUTICALS, INC., a Delaware corporation SUMMARY OF BASIC LEASE INFORMATION AND DEFINITIONS This SUMMARY OF BASIC LEASE INFORMATION AND DEFINITIONS (“Summary”) is hereby incorporated into and made a part of

PATENT ASSIGNMENT AGREEMENT

EX-10.14 Exhibit 10.14 ***Text Omitted and Filed Separately with the Securities and Exchange Commission. Confidential Treatment Requested Under 17 C.F.R. Sections 200.80(b)(4) and 230.406. PATENT ASSIGNMENT AGREEMENT This PATENT ASSIGNMENT AGREEMENT (this “Agreement”) is entered into as of September 8, 2011 (the “Effective Date”) by and between AUSPEX PHARMACEUTICALS, INC., a Delaware corporation

INDEMNIFICATION AGREEMENT

EX-10.1 7 d627086dex101.htm EX-10.1 Exhibit 10.1 INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT (this “Agreement”) dated as of , is made by and between AUSPEX PHARMACEUTICALS, INC., A DELAWARE CORPORATION (THE “Company”), and (“Indemnitee”). RECITALS A. The Company desires to attract and retain the services of highly qualified individuals as directors, officers, employees and agents. B.

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION AUSPEX PHARMACEUTICALS, INC.

EX-3.1 Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF AUSPEX PHARMACEUTICALS, INC. Pratik Shah hereby certifies that: ONE: The date of filing of the original Certificate of Incorporation of this corporation with the Secretary of State of the State of Delaware was June 14, 2007. TWO: He is the duly elected and acting Chief Executive Officer of Auspex Pharmaceuticals, Inc., a Delaw

FIRST AMENDMENT TO LEASE

EX-10.21 Exhibit 10.21 FIRST AMENDMENT TO LEASE THIS FIRST AMENDMENT TO LEASE (“First Amendment”) is made and entered into as of the 21st day of June, 2012, by and between MULLROCK 3 TORREY PINES, LLC, a Delaware limited liability company (“Landlord”) and AUSPEX PHARMACEUTICALS, INC., a Delaware corporation (“Tenant”). R E C I T A L S: A. Landlord and Tenant entered into that certain Office Lease

AUSPEX PHARMACEUTICALS, INC. LOAN AND SECURITY AGREEMENT

EX-10.18 Exhibit 10.18 AUSPEX PHARMACEUTICALS, INC. LOAN AND SECURITY AGREEMENT This LOAN AND SECURITY AGREEMENT (the “Agreement”) is entered into as of January 9, 2013, by and between Square 1 Bank (“Bank”) and AUSPEX PHARMACEUTICALS, INC. (“Borrower”). RECITALS Borrower wishes to obtain credit from time to time from Bank, and Bank desires to extend credit to Borrower. This Agreement sets forth t

October 7, 2013

EX-10.12 Exhibit 10.12 October 7, 2013 Mr. Bharatt Chowrira 229 Brannan Street Unit 12C San Francisco, CA 94107 Dear Bharatt: We are pleased to offer you a full-time position with Auspex Pharmaceuticals, Inc. as Chief Operating Officer, reporting to the Chief Executive Officer, effective on the date of your execution of this letter agreement, or such later date as may be agreed to in writing by yo

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CORRESP Kenneth J. Rollins T: +1 858 550 6136 [email protected] VIA EDGAR AND FEDERAL EXPRESS December 20, 2013 United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attn: Jeffrey P. Riedler, Assistant Director Re: Auspex Pharmaceuticals, Inc. Confidential Draft Registration Statement on Form S-1 Submitted November 21, 2013 CIK

AUSPEX PHARMACEUTICALS, INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT December 20, 2013 AUSPEX PHARMACEUTICALS, INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT

EX-4.2 Exhibit 4.2 AUSPEX PHARMACEUTICALS, INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT December 20, 2013 AUSPEX PHARMACEUTICALS, INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT This Amended and Restated Investors’ Rights Agreement (the “Agreement”) is made as of December 20, 2013, by and among Auspex Pharmaceuticals, Inc., a Delaware corporation (the “Company”), the holders of the

BYLAWS OF AUSPEX PHARMACEUTICALS, INC. ARTICLE I

EX-3.3 Exhibit 3.3 BYLAWS OF AUSPEX PHARMACEUTICALS, INC. ARTICLE I STOCKHOLDERS 1.1 Place of Meetings. All meetings of stockholders shall be held at such place within or without the State of Delaware as may be designated from time to time by the Board of Directors or the President and Chief Executive Officer. 1.2 Annual Meeting. The annual meeting of stockholders for the election of directors and

8/25/11

EX-10.8 14 d627086dex108.htm EX-10.8 Exhibit 10.8 August 25, 2011 Dr. David Stamler Via Email: [email protected] Dear David: This letter will confirm our discussions regarding your Employment Agreement dated February 4, 2011 and will make the following changes effective August 15, 2011. 1. The Company extends the delivery date for an Extension Election from September 15, 2011 to January 15

WARRANT TO PURCHASE STOCK Corporation: AUSPEX PHARMACEUTICALS, INC., a Delaware corporation Number of Shares: 174,014 (Subject to Section 1.3) Class of Stock: Series D Preferred Stock Initial Exercise Price: $0.862 per share Issue Date: January 9, 20

EX-10.17 Exhibit 10.17 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 EXCEPT IN ACCORDANCE WITH APPLICABLE LAW. WARRANT TO PURCHASE STOCK Corporation: AUSPEX PHARMACEUTICALS, INC., a Delaware corporation Number of Shares: 174,014 (Subject to Section 1.3) Class of Stock: Seri

AUSPEX PHARMACEUTICALS, INC. WARRANT TO PURCHASE PREFERRED STOCK No. PSW- January [ ], 2010

EX-10.15 21 d627086dex1015.htm EX-10.15 Exhibit 10.15 THIS WARRANT AND THE UNDERLYING SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”) AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY AND ITS COUNSEL T

Retention Bonus:

EX-10.11 Exhibit 10.11 October 1, 2013 By Electronic Mail Pratik Shah 602 Glenmont Drive Solana Beach, CA 92075 [email protected] Dear Pratik: We are pleased to offer you a position with Auspex Pharmaceuticals, Inc. (the “Company”), as President and Chief Executive Officer (“CEO”), effective on the date of your execution of this letter agreement (the “Agreement” or “offer letter”), or such later da

AMENDED AND RESTATED BYLAWS AUSPEX PHARMACEUTICALS, INC. (A DELAWARE CORPORATION) AMENDED AND RESTATED BYLAWS AUSPEX PHARMACEUTICALS, INC. (A DELAWARE CORPORATION) ARTICLE I

EX-3.4 Exhibit 3.4 AMENDED AND RESTATED BYLAWS OF AUSPEX PHARMACEUTICALS, INC. (A DELAWARE CORPORATION) AMENDED AND RESTATED BYLAWS OF AUSPEX PHARMACEUTICALS, INC. (A DELAWARE CORPORATION) ARTICLE I OFFICES Section 1. Registered Office. The registered office of the corporation in the State of Delaware shall be in the City of Wilmington, County of New Castle. Section 2. Other Offices. The corporati

3/6/12

EX-10.9 Exhibit 10.9 February 23, 2012 Dr. David Stamler Via Email: [email protected] Dear David: This letter will confirm our discussions regarding your Employment Agreement dated February 4, 2011 as amended on August 25, 2011 and will make the following changes effective January 15, 2012. 1. Auspex desires that you begin serving the Company in a full-time capacity and you agree to this c

AUSPEX PHARMACEUTICALS, INC. NON-EMPLOYEE DIRECTOR COMPENSATION POLICY

Exhibit 10.5 AUSPEX PHARMACEUTICALS, INC. NON-EMPLOYEE DIRECTOR COMPENSATION POLICY Each member of the Board of Directors (the “Board”) who is not also serving as an employee of Auspex Pharmaceuticals, Inc. (“Auspex”) or any of its subsidiaries (each such member, an “Eligible Director”) will receive the compensation described in this Non-Employee Director Compensation Policy for his or her Board s

SECOND AMENDMENT TO LEASE

EX-10.22 Exhibit 10.22 SECOND AMENDMENT TO LEASE THIS SECOND AMENDMENT TO LEASE (“Second Amendment”) is made and entered into as of the 13th day of November, 2012, by and between MULLROCK 3 TORREY PINES, LLC, a Delaware limited liability company (“Landlord”) and AUSPEX PHARMACEUTICALS, INC., a Delaware corporation (“Tenant”). R E C I T A L S: A. Landlord and Tenant entered into that certain Office

November 9, 2013

EX-10.13 Exhibit 10.13 November 9, 2013 Sam Saks, M.D. 100 McArthur Ridge Ct. Nashville, TN 37220 Dear Sam: We are pleased to offer you the position of Chief Development Officer with Auspex Pharmaceuticals, Inc. You will report to the Chief Executive Officer effective on the date of your execution of this letter agreement or such later date as may be agreed to in writing by you and the Company. In

* * *

EX-10.24 30 d627086dex1024.htm EX-10.24 Exhibit 10.24 December 19, 2013 Sam Saks, M.D. Re: Treatment of equity awards upon a change of control Dear Sam: Auspex Pharmaceuticals, Inc. (the “Company”) previously granted you the following stock awards with respect to shares of the Company’s common stock under the Auspex 2010 Equity Incentive Plan (the “Plan”) that as of the date of this letter are out

October 7, 2013

EX-10.12 Exhibit 10.12 October 7, 2013 Mr. Bharatt Chowrira 229 Brannan Street Unit 12C San Francisco, CA 94107 Dear Bharatt: We are pleased to offer you a full-time position with Auspex Pharmaceuticals, Inc. as Chief Operating Officer, reporting to the Chief Executive Officer, effective on the date of your execution of this letter agreement, or such later date as may be agreed to in writing by yo

FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT

EX-10.19 Exhibit 10.19 FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT This First Amendment to Loan and Security Agreement (this “Amendment”) is entered into as of June 20, 2013, by and between SQUARE 1 BANK (“Bank”) and AUSPEX PHARMACEUTICALS, INC. (“Borrower”). RECITALS Borrower and Bank are parties to that certain Loan and Security Agreement dated as of January 9, 2013, as amended from time to t

February 4, 2011

EX-10.7 Exhibit 10.7 February 4, 2011 Dr. David Stamler Via Email: [email protected] Dear David: We are pleased to offer you a part-time position with Auspex Pharmaceuticals, Inc. (the “Company”), as Chief Medical Officer. You will report to the Chief Operating Officer of the Company. During the period commencing effective January 15, 2011 and ending on September 15, 2011 (the “Term”), we ex

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Table of Contents As submitted confidentially to the Securities and Exchange Commission on November 21, 2013 Registration No.

Retention Bonus:

EX-10.11 Exhibit 10.11 October 1, 2013 By Electronic Mail Pratik Shah 602 Glenmont Drive Solana Beach, CA 92075 [email protected] Dear Pratik: We are pleased to offer you a position with Auspex Pharmaceuticals, Inc. (the “Company”), as President and Chief Executive Officer (“CEO”), effective on the date of your execution of this letter agreement (the “Agreement” or “offer letter”), or such later da

BYLAWS OF AUSPEX PHARMACEUTICALS, INC. ARTICLE I

EX-3.3 Exhibit 3.3 BYLAWS OF AUSPEX PHARMACEUTICALS, INC. ARTICLE I STOCKHOLDERS 1.1 Place of Meetings. All meetings of stockholders shall be held at such place within or without the State of Delaware as may be designated from time to time by the Board of Directors or the President and Chief Executive Officer. 1.2 Annual Meeting. The annual meeting of stockholders for the election of directors and

FIRST AMENDMENT TO LEASE

EX-10.21 Exhibit 10.21 FIRST AMENDMENT TO LEASE THIS FIRST AMENDMENT TO LEASE (“First Amendment”) is made and entered into as of the 21st day of June, 2012, by and between MULLROCK 3 TORREY PINES, LLC, a Delaware limited liability company (“Landlord”) and AUSPEX PHARMACEUTICALS, INC., a Delaware corporation (“Tenant”). R E C I T A L S: A. Landlord and Tenant entered into that certain Office Lease

9-3-13

EX-10.10 Exhibit 10.10 August 30, 2013 Mr. John Schmid 11385 Mandrake Point San Diego, CA 92131 Dear John: We are pleased to offer you a full-time position with Auspex Pharmaceuticals, Inc. as Chief Financial Officer reporting to the Chief Executive Officer. In this role your compensation will be Two Hundred and Seventy-Five Thousand Dollars ($275,000.00) annually, which will be paid in accordance

November 9, 2013

EX-10.13 Exhibit 10.13 November 9, 2013 Sam Saks, M.D. 100 McArthur Ridge Ct. Nashville, TN 37220 Dear Sam: We are pleased to offer you the position of Chief Development Officer with Auspex Pharmaceuticals, Inc. You will report to the Chief Executive Officer effective on the date of your execution of this letter agreement or such later date as may be agreed to in writing by you and the Company. In

WARRANT TO PURCHASE STOCK Corporation: AUSPEX PHARMACEUTICALS, INC., a Delaware corporation Number of Shares: 174,014 (Subject to Section 1.3) Class of Stock: Series D Preferred Stock Initial Exercise Price: $0.862 per share Issue Date: January 9, 20

EX-10.17 Exhibit 10.17 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 EXCEPT IN ACCORDANCE WITH APPLICABLE LAW. WARRANT TO PURCHASE STOCK Corporation: AUSPEX PHARMACEUTICALS, INC., a Delaware corporation Number of Shares: 174,014 (Subject to Section 1.3) Class of Stock: Seri

8/25/11

EX-10.8 Exhibit 10.8 August 25, 2011 Dr. David Stamler Via Email: [email protected] Dear David: This letter will confirm our discussions regarding your Employment Agreement dated February 4, 2011 and will make the following changes effective August 15, 2011. 1. The Company extends the delivery date for an Extension Election from September 15, 2011 to January 15, 2012. If the Company does n

3/6/12

EX-10.9 Exhibit 10.9 February 23, 2012 Dr. David Stamler Via Email: [email protected] Dear David: This letter will confirm our discussions regarding your Employment Agreement dated February 4, 2011 as amended on August 25, 2011 and will make the following changes effective January 15, 2012. 1. Auspex desires that you begin serving the Company in a full-time capacity and you agree to this c

TORREY PINES COURT, LA JOLLA OFFICE LEASE MULLROCK 3 TORREY PINES, LLC, a Delaware limited liability company AUSPEX PHARMACEUTICALS, INC., a Delaware corporation SUMMARY OF BASIC LEASE INFORMATION AND DEFINITIONS

EX-10.20 Exhibit 10.20 TORREY PINES COURT, LA JOLLA OFFICE LEASE LANDLORD: MULLROCK 3 TORREY PINES, LLC, a Delaware limited liability company TENANT: AUSPEX PHARMACEUTICALS, INC., a Delaware corporation SUMMARY OF BASIC LEASE INFORMATION AND DEFINITIONS This SUMMARY OF BASIC LEASE INFORMATION AND DEFINITIONS (“Summary”) is hereby incorporated into and made a part of the attached Office Lease which

AUSPEX PHARMACEUTICALS, INC. WARRANT TO PURCHASE PREFERRED STOCK No. PSW-[ ] July [ ], 2012

EX-10.16 Exhibit 10.16 THIS WARRANT AND THE UNDERLYING SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”) AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT RE

AUSPEX PHARMACEUTICALS, INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT October 31, 2012 AUSPEX PHARMACEUTICALS, INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT

EX-4.2 Exhibit 4.2 AUSPEX PHARMACEUTICALS, INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT October 31, 2012 AUSPEX PHARMACEUTICALS, INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT This Amended and Restated Investors’ Rights Agreement (the “Agreement”) is made as of October 31, 2012, by and among Auspex Pharmaceuticals, Inc., a Delaware corporation (the “Company”), the holders of the Co

AUSPEX PHARMACEUTICALS, INC. WARRANT TO PURCHASE PREFERRED STOCK No. PSW- January [ ], 2010

EX-10.15 Exhibit 10.15 THIS WARRANT AND THE UNDERLYING SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”) AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT RE

January 9, 2009

EX-10.6 Exhibit 10.6 January 9, 2009 Andreas Sommer Carlsbad, CA Dear Andreas: We are pleased to offer you a full-time position with Auspex Pharmaceuticals, Inc. as Vice President of Operations. In this role your compensation will be $16,667 per month, which will be paid in accordance with Auspex’s normal payroll schedule and will subject to standard payroll deductions and withholdings. In this po

AUSPEX PHARMACEUTICALS, INC. 2010 EQUITY INCENTIVE PLAN ADOPTED BY THE BOARD OF DIRECTORS: JUNE 30, 2010 APPROVED BY THE STOCKHOLDERS: JULY 1, 2010 AMENDED BY THE BOARD OF DIRECTORS ON OCTOBER 31, 2012 AMENDMENT APPROVED BY THE STOCKHOLDERS ON OCTOBE

EX-10.2 Exhibit 10.2 AUSPEX PHARMACEUTICALS, INC. 2010 EQUITY INCENTIVE PLAN ADOPTED BY THE BOARD OF DIRECTORS: JUNE 30, 2010 APPROVED BY THE STOCKHOLDERS: JULY 1, 2010 AMENDED BY THE BOARD OF DIRECTORS ON OCTOBER 31, 2012 AMENDMENT APPROVED BY THE STOCKHOLDERS ON OCTOBER 31, 2012 AMENDED BY THE BOARD OF DIRECTORS ON JULY 10, 2013 AMENDMENT APPROVED BY THE STOCKHOLDERS ON JULY 10, 2013 TERMINATION

PATENT ASSIGNMENT AGREEMENT

EX-10.14 Exhibit 10.14 ***Text Omitted and Filed Separately with the Securities and Exchange Commission. Confidential Treatment Requested Under 17 C.F.R. Sections 200.80(b)(4) and 230.406. PATENT ASSIGNMENT AGREEMENT This PATENT ASSIGNMENT AGREEMENT (this “Agreement”) is entered into as of September 8, 2011 (the “Effective Date”) by and between AUSPEX PHARMACEUTICALS, INC., a Delaware corporation

AUSPEX PHARMACEUTICALS, INC. LOAN AND SECURITY AGREEMENT

EX-10.18 Exhibit 10.18 AUSPEX PHARMACEUTICALS, INC. LOAN AND SECURITY AGREEMENT This LOAN AND SECURITY AGREEMENT (the “Agreement”) is entered into as of January 9, 2013, by and between Square 1 Bank (“Bank”) and AUSPEX PHARMACEUTICALS, INC. (“Borrower”). RECITALS Borrower wishes to obtain credit from time to time from Bank, and Bank desires to extend credit to Borrower. This Agreement sets forth t

AUSPEX PHARMACEUTICALS, INC. FIRST AMENDMENT TO AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT

EX-4.3 Exhibit 4.3 AUSPEX PHARMACEUTICALS, INC. FIRST AMENDMENT TO AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT This FIRST AMENDMENT TO AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Amendment”), amending the Amended and Restated Investors’ Rights Agreement by and among AUSPEX PHARMACEUTICALS, INC., a Delaware corporation (the “Company”), and the persons and entities listed on Exhibit

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION AUSPEX PHARMACEUTICALS, INC.

EX-3.1 Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF AUSPEX PHARMACEUTICALS, INC. Lawrence C. Fritz hereby certifies that: ONE: The date of filing of the original Certificate of Incorporation of this corporation with the Secretary of State of the State of Delaware was June 14, 2007. TWO: He is the duly elected and acting Chief Executive Officer of Auspex Pharmaceuticals, Inc., a

SECOND AMENDMENT TO LEASE

EX-10.22 Exhibit 10.22 SECOND AMENDMENT TO LEASE THIS SECOND AMENDMENT TO LEASE (“Second Amendment”) is made and entered into as of the 13th day of November, 2012, by and between MULLROCK 3 TORREY PINES, LLC, a Delaware limited liability company (“Landlord”) and AUSPEX PHARMACEUTICALS, INC., a Delaware corporation (“Tenant”). R E C I T A L S: A. Landlord and Tenant entered into that certain Office