Item 1.02 Termination of a Material Definitive Agreement.

On July 19, 2012, Tranzyme, Inc. ("Tranzyme") received notice of termination of the License Agreement (the "License Agreement") dated as of June 11, 2010 by and between Tranzyme and Norgine, B.V. ("Norgine") regarding the development and commercialization of Tranzyme's product candidate, ulimorelin. By the terms of the License Agreement and the notice, the termination will become effective on October 19, 2012. As a result of the termination, all rights and licenses granted under the License Agreement by Tranzyme to Norgine will terminate and revert to Tranzyme as of the effective date of the termination.

Pursuant to the License Agreement, Tranzyme and Norgine conducted a global development program for ulimorelin, an intravenous ghrelin agonist for the acceleration of postoperative GI recovery in the acute care setting (the "Target Indication"). In March 2012, Tranzyme and Norgine announced that, based on the results from the program, they would not pursue further regulatory filings for ulimorelin for the Target Indication.

Tranzyme will incur no early termination penalties as a result of the termination of the License Agreement.

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