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 95008

(650) 234-1455

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

February 10, 2014

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

13D

CUSIP No. 05211J 102 Page 2 of 17 Pages

1.	Name of reporting persons Panorama Capital, L.P. (“Panorama”)
2.	Check the appropriate box if a member of a group (see instructions) (a)  ¨        (b)  x(1)
3.	SEC use only
4.	Source of funds (see instructions)     WC
5.	Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)    ¨
6.	Citizenship or place of organization     Delaware
Number of shares beneficially owned by each reporting person with		7.	Sole voting power     2,770,589
		8.	Shared voting power     0
		9.	Sole dispositive power     2,770,589
		10.	Shared dispositive power     0
11.	Aggregate amount beneficially owned by each reporting person     2,770,589
12.	Check if the aggregate amount in Row (11) excludes certain shares (see instructions)    ¨
13.	Percent of class represented by amount in Row 11     11.8%(2)
14.	Type of reporting person (see instructions)     PN

(1) This schedule is filed by Panorama Capital, L.P. (“Panorama”), Panorama Capital Management, LLC (“PCM”), Christopher J. Albinson, Rodney A. Ferguson, Shahan D. Soghikian and Damion Wicker (collectively, the “Listed Persons”). PCM is the General Partner of Panorama and the Listed Persons are the managing directors of PCM. Panorama, PCM and the Listed Persons expressly disclaim status as a “group” for purposes of this Schedule 13D.

(2) The percentage is based on an aggregate of 23,576,538 shares of Common Stock outstanding as of February 10, 2014.

13D

CUSIP No. 05211J 102 Page 3 of 17 Pages

1.	Name of reporting persons Panorama Capital Management, LLC (“PCM”)
2.	Check the appropriate box if a member of a group (see instructions) (a)  ¨        (b)  x(1)
3.	SEC use only
4.	Source of funds (see instructions)     AF
5.	Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)    ¨
6.	Citizenship or place of organization     Delaware
Number of shares beneficially owned by each reporting person with		7.	Sole voting power     0
		8.	Shared voting power     2,770,589
		9.	Sole dispositive power     0
		10.	Shared dispositive power     2,770,589
11.	Aggregate amount beneficially owned by each reporting person     2,770,589
12.	Check if the aggregate amount in Row (11) excludes certain shares (see instructions)    ¨
13.	Percent of class represented by amount in Row 11     11.8%(2)
14.	Type of reporting person (see instructions)     OO

(1) This schedule is filed by Panorama Capital, L.P. (“Panorama”), Panorama Capital Management, LLC (“PCM”), Christopher J. Albinson, Rodney A. Ferguson, Shahan D. Soghikian and Damion Wicker (collectively, the “Listed Persons”). PCM is the General Partner of Panorama and the Listed Persons are the managing directors of PCM. Panorama, PCM and the Listed Persons expressly disclaim status as a “group” for purposes of this Schedule 13D.

(2) The percentage is based on an aggregate of 23,576,538 shares of Common Stock outstanding as of February 10, 2014.

13D

CUSIP No. 05211J 102 Page 4 of 17 Pages

1.	Name of reporting persons Christopher J. Albinson (“Albinson”)
2.	Check the appropriate box if a member of a group (see instructions) (a)  ¨        (b)  x(1)
3.	SEC use only
4.	Source of funds (see instructions)     AF
5.	Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)    ¨
6.	Citizenship or place of organization     United States
Number of shares beneficially owned by each reporting person with		7.	Sole voting power     0
		8.	Shared voting power     2,770,589
		9.	Sole dispositive power     0
		10.	Shared dispositive power     2,770,589
11.	Aggregate amount beneficially owned by each reporting person     2,770,589
12.	Check if the aggregate amount in Row (11) excludes certain shares (see instructions)    ¨
13.	Percent of class represented by amount in Row 11     11.8%(2)
14.	Type of reporting person (see instructions)     IN

(1) This schedule is filed by Panorama Capital, L.P. (“Panorama”), Panorama Capital Management, LLC (“PCM”), Christopher J. Albinson, Rodney A. Ferguson, Shahan D. Soghikian and Damion Wicker (collectively, the “Listed Persons”). PCM is the General Partner of Panorama and the Listed Persons are the managing directors of PCM. Panorama, PCM and the Listed Persons expressly disclaim status as a “group” for purposes of this Schedule 13D.

(2) The percentage is based on an aggregate of 23,576,538 shares of Common Stock outstanding as of February 10, 2014.

13D

CUSIP No. 05211J 102 Page 5 of 17 Pages

1.	Name of reporting persons Rodney A. Ferguson (“Ferguson”)
2.	Check the appropriate box if a member of a group (see instructions) (a)  ¨        (b)  x(1)
3.	SEC use only
4.	Source of funds (see instructions)     AF
5.	Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)    ¨
6.	Citizenship or place of organization     United States
Number of shares beneficially owned by each reporting person with		7.	Sole voting power     0
		8.	Shared voting power     2,770,589
		9.	Sole dispositive power     0
		10.	Shared dispositive power     2,770,589
11.	Aggregate amount beneficially owned by each reporting person     2,770,589
12.	Check if the aggregate amount in Row (11) excludes certain shares (see instructions)    ¨
13.	Percent of class represented by amount in Row 11     11.8%(2)
14.	Type of reporting person (see instructions)     IN

(1) This schedule is filed by Panorama Capital, L.P. (“Panorama”), Panorama Capital Management, LLC (“PCM”), Christopher J. Albinson, Rodney A. Ferguson, Shahan D. Soghikian and Damion Wicker (collectively, the “Listed Persons”). PCM is the General Partner of Panorama and the Listed Persons are the managing directors of PCM. Panorama, PCM and the Listed Persons expressly disclaim status as a “group” for purposes of this Schedule 13D.

(2) The percentage is based on an aggregate of 23,576,538 shares of Common Stock outstanding as of February 10, 2014.

13D

CUSIP No. 05211J 102 Page 6 of 17 Pages

1.	Name of reporting persons Shahan D. Soghikian (“Soghikian”)
2.	Check the appropriate box if a member of a group (see instructions) (a)  ¨        (b)  x(1)
3.	SEC use only
4.	Source of funds (see instructions)     AF
5.	Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)    ¨
6.	Citizenship or place of organization     United States
Number of shares beneficially owned by each reporting person with		7.	Sole voting power     0
		8.	Shared voting power     2,770,589
		9.	Sole dispositive power     0
		10.	Shared dispositive power     2,770,589
11.	Aggregate amount beneficially owned by each reporting person     2,770,589
12.	Check if the aggregate amount in Row (11) excludes certain shares (see instructions)    ¨
13.	Percent of class represented by amount in Row 11     11.8%(2)
14.	Type of reporting person (see instructions)     IN

(1) This schedule is filed by Panorama Capital, L.P. (“Panorama”), Panorama Capital Management, LLC (“PCM”), Christopher J. Albinson, Rodney A. Ferguson, Shahan D. Soghikian and Damion Wicker (collectively, the “Listed Persons”). PCM is the General Partner of Panorama and the Listed Persons are the managing directors of PCM. Panorama, PCM and the Listed Persons expressly disclaim status as a “group” for purposes of this Schedule 13D.

(2) The percentage is based on an aggregate of 23,576,538 shares of Common Stock outstanding as of February 10, 2014.

13D

CUSIP No. 05211J 102 Page 7 of 17 Pages

1.	Name of reporting persons Damion Wicker (“Wicker”)
2.	Check the appropriate box if a member of a group (see instructions) (a)  ¨        (b)  x(1)
3.	SEC use only
4.	Source of funds (see instructions)     AF
5.	Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)    ¨
6.	Citizenship or place of organization     United States
Number of shares beneficially owned by each reporting person with		7.	Sole voting power     0
		8.	Shared voting power     2,770,589
		9.	Sole dispositive power     0
		10.	Shared dispositive power     2,770,589
11.	Aggregate amount beneficially owned by each reporting person     2,770,589
12.	Check if the aggregate amount in Row (11) excludes certain shares (see instructions)    ¨
13.	Percent of class represented by amount in Row 11     11.8%(2)
14.	Type of reporting person (see instructions)     IN

(1) This schedule is filed by Panorama Capital, L.P. (“Panorama”), Panorama Capital Management, LLC (“PCM”), Christopher J. Albinson, Rodney A. Ferguson, Shahan D. Soghikian and Damion Wicker (collectively, the “Listed Persons”). PCM is the General Partner of Panorama and the Listed Persons are the managing directors of PCM. Panorama, PCM and the Listed Persons expressly disclaim status as a “group” for purposes of this Schedule 13D.

(2) The percentage is based on an aggregate of 23,576,538 shares of Common Stock outstanding as of February 10, 2014.

Item 1. Security and Issuer

(a) This statement on Schedule 13D relates to the common stock, par value $0.0001 per share (the “Common Stock”) of Auspex Pharmaceuticals, Inc., a Delaware corporation (the “Issuer”).

(b) The principal executive offices of the Issuer are located at 3366 N. Torrey Pines Court, Suite 225, San Diego, CA 92037.

Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable.

Item 2. Identity and Background

(a) The persons and entities filing this Schedule 13D are Panorama, PCM, Albinson, Ferguson, Soghikian and Wicker (collectively, the “Reporting Persons”). Ferguson is a director of the Issuer.

(b) The address of the principal place of business for the Reporting Persons is 1999 South Bascom Avenue, Suite 700, Campbell, CA 95008.

(c) The principal business of each of the Reporting Persons is the venture capital investment business.

(d) During the last five years, none of the Reporting Persons has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) During the last five years, none of the Reporting Persons has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f) Each of the individuals named in Item 2(a) is a United States citizen.

Item 3. Source and Amount of Funds or Other Consideration.

On February 4, 2014, the Registration Statement on Form S-1 filed with the Securities and Exchange Commission by the Issuer (File No. 333-193013) in connection with its initial public offering of 8,050,000 shares of Common Stock was declared effective. The closing of the initial public offering took place on February 10, 2014, and at such closing Panorama purchased 333,334 shares of Common Stock at the initial public offering price of $12.00 per share. The source of funds for such purchase was the working capital of Panorama and capital contributions made to Panorama by its partners.

Item 4. Purpose of Transaction.

Panorama purchased the shares of Common Stock of the Issuer in the initial public offering for investment purposes.

Subject to applicable legal requirements, one or more of the Reporting Persons may purchase additional securities of the Issuer from time to time in open market or private transactions, depending on their evaluation of the Issuer’s business, prospects and financial condition, the market for the Issuer’s securities, other developments concerning the Issuer, the reaction of the Issuer to the Reporting Persons’ ownership of the Issuer’s securities, other opportunities available to the Reporting Persons and general economic, money market and stock market conditions. In addition, depending upon the factors referred to above, the Reporting Persons may dispose of all or a portion of their securities of the Issuer at any time. Each of the Reporting Persons reserves the right to increase or decrease its holdings on such terms and at such times as each may decide.

Other than as described above in this Item 4, none of the Reporting Persons has any plan or proposal relating to or that would result in: (a) the acquisition by any person of additional securities of the Issuer or the disposition of securities of the Issuer; (b) an extraordinary corporate transaction, such as a merger,

reorganization or liquidation, involving the Issuer or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (d) any change in the present Board of Directors or management of the Issuer, including any plans or proposals to change the number or terms of directors or to fill any existing vacancies on the Board of Directors of the Issuer; (e) any material change in the present capitalization or dividend policy of the Issuer; (f) any other material change in the Issuer’s business or corporate structure; (g) any changes in the Issuer’s charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; (h) a class of securities of the Issuer being delisted from a national securities exchange or ceasing to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act; or (j) any action similar to those enumerated above.

Item 5. Interest in Securities of the Issuer.

(a) (b)

Entity	Shares Held Directly		Sole Voting Power		Shared Voting Power		Sole Dispositive Power		Shared Dispositive Power		Beneficial Ownership		Percentage of Class (1)
Panorama		2,770,589		2,770,589		0		2,770,589		0		2,770,589		11.8	%
PCM (2)		0		0		2,770,589		0		2,770,589		2,770,589		11.8	%
Albinson (3)		0		0		2,770,589		0		2,770,589		2,770,589		11.8	%
Ferguson (3)(4)		0		0		2,770,589		0		2,770,589		2,770,589		11.8	%
Soghikian (3)		0		0		2,770,589		0		2,770,589		2,770,589		11.8	%
Wicker (3)		0		0		2,770,589		0		2,770,589		2,770,589		11.8	%

(1) The percentage is calculated based upon 23,576,538 shares of the Issuer’s Common Stock outstanding as of February 10, 2014.

(2) PCM is the general partner of Panorama.

(3) The Reporting Person is a managing director of Panorama. The shares are held by Panorama. The Reporting Person disclaims beneficial ownership with respect to these shares except to the extent of his pecuniary interest therein.

(4) The Reporting Person is a director of the Issuer.

(c) The information provided in Item 3 is hereby incorporated by reference. In addition, on February 10, 2014, Panorama acquired 2,437,255 shares of Common Stock of the Issuer upon the automatic conversion of preferred stock of the Issuer in connection with the closing of the Issuer’s initial public offering.

(d) No other person is known to have the right to receive or the power to direct the receipt of dividends from, or any proceeds from the sale of, the shares of Common Stock beneficially owned by any of the Reporting Persons.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Investors’ Rights Agreement

Panorama and other stockholders of the Issuer have entered into an Amended and Restated Investors’ Rights Agreement dated December 20, 2013 (the “Investors’ Rights Agreement”) with the Issuer. Subject to the terms of the Investors’ Rights Agreement, holders of shares having registration rights (“Registrable Securities”) can demand that the Issuer file a registration statement or request that their shares be covered by a registration statement that the Issuer is otherwise filing.

Demand registration rights.

At any time beginning 180 days after the effective date of the Registration Statement, the holders of a majority of the Registrable Securities having registration rights have the right to demand that the Issuer file a registration statement under the Securities Act to register the Registrable Securities requested to be registered by the holders of Registrable Securities. These registration rights are subject to specified conditions and limitations, including a limitation on the number of such registration statements that can be demanded by the holders of Registrable Securities, restrictions on the exercise of such demand registration rights during periods of time that may be detrimental to the Company and its stockholders, and the right of the underwriters to limit the number of shares of Registrable Securities included in any such registration under certain circumstances.

Form S-3 registration rights.

If the Issuer is eligible to file a registration statement on Form S-3, each holder of shares of Registrable Securities having registration rights has the right to demand that the Issuer file no more than one registration statement for the holders on Form S-3 in any 12-month period so long as the aggregate offering price of securities to be sold under the registration statement on Form S-3 is at least $1,000,000, subject to specified exceptions, conditions and limitations.

“Piggyback” registration rights.

If the Issuer registers any securities for public sale, stockholders with registration rights will have the right to include their Registrable Securities in the registration statement, provided that the underwriters of any such underwritten offering will have the right to limit the number of Registrable Securities rights to be included in the registration statement.

Expenses of registration.

The Issuer will pay all expenses, including for the reasonable fees and costs of one counsel to the holders of Registrable Securities, relating to all demand registrations, Form S-3 registrations and piggyback registrations.

Expiration of registration rights.

The registration rights described above will terminate, as to a given holder of Registrable Securities, at any time following the Issuer’s initial public offering when such holder can sell all of such holder’s Registrable Securities pursuant to Rule 144 promulgated under the Securities Act during any three-month period.

Lock-up Agreement

Panorama, along with the Issuer’s directors, executive officers and substantially all of the Issuer’s other stockholders, optionholders and warrantholders, have agreed with the underwriters that for a period of 180 days after February 4, 2014, except with the prior written consent of Stifel, Nicolaus & Company, Incorporated and BMO Capital Markets Corp. and subject to specified exceptions, that they will not offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to

sell, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for shares of Common Stock, or enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock.

The foregoing descriptions of the terms of the Investors’ Rights Agreement and the Lock- up Agreement are intended as summaries only and are qualified in their entirety by reference to the Investors’ Rights Agreement and Form of Lock-up Agreement, which are filed as exhibits to this Schedule 13D and incorporated by reference herein.

Other than as described in this Schedule 13D, to the best knowledge of each of the Reporting Persons, there are no other contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 and between such persons and any person with respect to any securities of the Issuer.

Item 7. Material to Be Filed as Exhibits.

A. Amended and Restated Investors’ Rights Agreement by and among the Issuer and each of the persons and entities listed on Exhibit A and Exhibit B thereto, dated as of December 20, 2013 (incorporated by reference to Exhibit 4.2 to the Issuer’s Registration Statement on Form S-1 (SEC File No. 333-193013), filed with the SEC on December 20, 2013).

B. Form of Lock-up Agreement

C. Agreement regarding joint filing of Schedule 13D.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: February 20, 2014

PANORAMA CAPITAL, L.P.			PANORAMA CAPITAL MANAGEMENT, LLC
By:	Panorama Capital Management, LLC, its General Partner		By:	/s/ Rodney A. Ferguson
				Name:	Rodney A. Ferguson
By:	/s/ Rodney A. Ferguson			Title:	Managing Member
	Name:	Rodney A. Ferguson
	Title:	Managing Member
/s/ CHRISTOPHER J. ALBINSON			/s/ RODNEY A. FERGUSON
CHRISTOPHER J. ALBINSON			RODNEY A. FERGUSON
/s/ SHAHAN D. SOGHIKIAN			/s/ DAMION WICKER
SHAHAN D. SOGHIKIAN			DAMION WICKER

EXHIBITS

A Amended and Restated Investors’ Rights Agreement by and among the Issuer and each of the persons and entities listed on Exhibit A and Exhibit B thereto, dated as of December 20, 2013 (incorporated by reference to Exhibit 4.2 to the Issuer’s Registration Statement on Form S-1 (SEC File No. 333-193013), filed with the SEC on December 20, 2013).

B Form of Lock-up Agreement

C Agreement regarding joint filing of Schedule 13D.

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 “Underwriting Agreement”) among Auspex Pharmaceuticals, Inc., a Delaware corporation (the “Company”) and the several underwriters named therein (the “Underwriters”), for whom Stifel, Nicolaus & Company, Incorporated (“Stifel”) and BMO Capital Markets Corp. (“BMO” and together with Stifel, the “Representatives”) are acting as representatives. As an inducement to the Representatives to execute the Underwriting Agreement on behalf of the Underwriters in connection with the proposed initial public offering of shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), pursuant to a Registration Statement on Form S-1, the undersigned hereby agrees that from the date hereof and until 180 days after the public offering date set forth on the final prospectus used to sell the Common Stock (the “Public Offering Date”) pursuant to the Underwriting Agreement (such period being referred to herein as the “Lock-Up Period”), the undersigned will not (and will cause any spouse, domestic partner or immediate family member of the spouse, domestic partner or the undersigned living in the undersigned’s household, any partnership, corporation, limited liability company or other entity within the undersigned’s control, and any trustee of any trust that holds Common Stock or other securities of the Company for the benefit of the undersigned or such spouse, domestic partner or immediate family member not to) offer, sell, contract to sell (including any short sale), pledge, hypothecate, establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), grant any option, right or warrant for the sale of, purchase any option or contract to sell, sell any option or contract to purchase, or otherwise encumber, dispose of or transfer, or grant any rights with respect to, directly or indirectly, any shares of Common Stock or securities convertible into or exchangeable or exercisable for any shares of Common Stock, enter into a transaction which would have the same effect, or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such aforementioned transaction is to be settled by delivery of the Common Stock or such other securities, in cash or otherwise, or publicly disclose the intention to make any such offer, sale, pledge or disposition, or to enter into any such transaction, swap, hedge or other arrangement, without, in each case, the prior written consent of the Representatives, which consent may be withheld in the Representatives’ sole discretion. For purposes of this Agreement, “immediate family member” shall mean any relation by blood, marriage or adoption, not more remote than first cousin.

If the undersigned is an officer or director of the Company, (i) the undersigned agrees that the foregoing restrictions shall be equally applicable to any issuer-directed or “friends and family” shares of Common Stock that the undersigned may purchase in the proposed public offering; (ii) the Representatives agree that, at least three business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of shares of Common Stock, the Representatives

will notify the Company of the impending release or waiver, and (iii) the Company has agreed in the Underwriting Agreement to announce the impending release or waiver by press release through a major news service at least two business days before the effective date of the release or waiver. Any release or waiver granted by the Representatives hereunder to any such officer or director shall only be effective two business days after the publication date of such press release. The provisions of this paragraph will not apply if (a) the release or waiver is effected solely to permit a transfer not for consideration and (b) the transferee has agreed in writing to be bound by the same terms described in this Agreement to the extent and for the duration that such terms remain in effect at the time of the transfer.

The foregoing restrictions shall not apply to bona fide gifts by the undersigned or to any transfer made by will or intestate succession upon the death of the undersigned, provided that (a) each resulting transferee of the Company’s securities executes and delivers to the Representatives an agreement satisfactory to the Representatives certifying that such transferee is bound by the terms of this Agreement and has been in compliance with the terms hereof since the date first above written as if it had been an original party hereto and (b) to the extent any interest in the Company’s securities is retained by the undersigned (or such spouse, domestic partner or immediate family member), such securities shall remain subject to the restrictions contained in this Agreement.

In addition, the undersigned agrees that, during the period commencing on the date hereof and ending 180 days after the Public Offering Date, without the prior written consent of the Representatives (which consent may be withheld in their sole discretion): (a) the undersigned will not request, make any demand for or exercise any right with respect to, the registration of any Common Stock or any security convertible into or exercisable or exchangeable for Common Stock and (b) the undersigned waives any and all notice requirements and rights with respect to the registration of any such security pursuant to any agreement, understanding or otherwise to which the undersigned is a party.

Any Common Stock received upon exercise of options granted to the undersigned will also be subject to this Agreement. Any Common Stock acquired by the undersigned in the open market on or after the Public Offering Date (except Common Stock acquired pursuant to a “friends and family” or directed share program) will not be subject to this Agreement. A transfer of Common Stock or other securities convertible into or exercisable or exchangeable for Common Stock may be made (i) to a family member or a trust for the benefit of the undersigned or a family member, (ii) to any corporation, partnership, limited liability company or other entity all of the beneficial ownership interests of which are held by the undersigned or the immediate family of the undersigned in a transaction not involving a disposition for value, (iii) if the undersigned is a corporation, partnership, limited liability company, trust or other business entity, to the stockholders or other equity holders of the undersigned or any other corporation, partnership, limited liability company, trust or other business entity that is a direct or indirect affiliate (as defined in Rule 405 promulgated under the Securities Act of 1933, as amended) of the undersigned, (iv) pursuant to a trading plan established pursuant to Rule 10b5-1 under the Exchange Act for the transfer of shares of Common Stock, provided that such plan does not provide for the transfer of shares of Common Stock during the Lock-Up Period and no public announcement or filing under the Exchange Act regarding the establishment of such plan or such transfer shall be required or shall be voluntarily made by or on behalf of the undersigned, the Company or any other person during the Lock-Up Period; (v) to the Company (A) upon a vesting event of the Company’s securities or the exercise of options issued pursuant to the Company’s equity incentive plans in full or partial payment of taxes or tax withholding obligations required to be paid or satisfied upon such vesting or exercise or (B) in exercise of the Company’s right to repurchase or reacquire the undersigned’s securities pursuant to agreements entered into pursuant to the Company’s equity incentive plans, as described in the final prospectus used to sell the Common Stock, that permit the Company to repurchase or reacquire such securities upon termination of the undersigned’s services to the Company, or (vi) solely by operation of law, such as pursuant to a qualified domestic order or in connection with a divorce settlement, provided, in the case of

clauses (i), (ii), (iii) or (vi), that the transferee agrees in writing prior to such transfer to be bound by the terms of this Agreement as if it were a party hereto, and provided further, in the case of clauses (i) – (v), that no filing under the Exchange Act or other public announcement, reporting a reduction in beneficial ownership of shares of Common Stock, shall be required or shall be voluntarily made during the Lock-Up Period.

In furtherance of the foregoing, the Company and its transfer agent and registrar are hereby authorized to (a) decline to make any transfer of shares of Common Stock if such transfer would constitute a violation or breach of this Agreement and (b) place legends and stop transfer instructions on any such shares of Common Stock owned or beneficially owned by the undersigned.

This Agreement is irrevocable and shall be binding on the undersigned and the successors, heirs, personal representatives and assigns of the undersigned. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to choice of law rules. This Agreement shall lapse and become null and void if the Public Offering Date shall not have occurred on or before June 30, 2014.

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 filing. Each party to the agreement expressly authorizes each other party to file on its behalf any and all amendments to such statement. Each party to this agreement agrees that this joint filing agreement may be signed in counterparts.

In evidence whereof, the undersigned have caused this Agreement to be executed on their behalf this 20^th day of February, 2014.

PANORAMA CAPITAL, L.P.			PANORAMA CAPITAL MANAGEMENT, LLC
By:	Panorama Capital Management, LLC, its General Partner		By:	/s/ Rodney A. Ferguson
				Name:	Rodney A. Ferguson
By:	/s/ Rodney A. Ferguson			Title:	Managing Member
	Name:	Rodney A. Ferguson
	Title:	Managing Member
/s/ CHRISTOPHER J. ALBINSON			/s/ RODNEY A. FERGUSON
CHRISTOPHER J. ALBINSON			RODNEY A. FERGUSON
/s/ SHAHAN D. SOGHIKIAN			/s/ DAMION WICKER
SHAHAN D. SOGHIKIAN			DAMION WICKER