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SEC Filings

8-K
OREXIGEN THERAPEUTICS, INC. filed this Form 8-K on 07/31/2018
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Period, the Purchaser shall notify the Holdback Release Payee in writing of its determination, made in good faith and in consultation with the Holdback Release Payee, of the portion of the Holdback Amount allocated to that lot (as set forth on Schedule A hereto), it believes it is entitled to retain, if any, by reason of (x) the failure of any Contrave Holdback Bottles to meet the Release Condition or (y) claims for indemnification under Section 8.1 hereof whether in respect of such lot or otherwise, and any excess of the Holdback Amount allocated to that lot over the portion so identified as to be retained by Purchaser with respect to such lot shall promptly be paid to the Holdback Release Payee; provided, however, to the extent the Purchaser retains any portion of the Holdback Amount in accordance with this provision, it shall provide the Holdback Release Payee with a written notice not less than every thirty (30) days certifying that that it is still entitled to retain such portion of the Holdback Amount by reason of (x) the continuing failure of any Contrave Holdback Bottles to meet the Release Condition or (y) for claims for indemnification under Section 8.1; provided, further, however, that to the extent that at any time the amount held back under clause (y) by the Purchaser exceeds the total amount of the then-pending and unpaid indemnification claims by the Purchaser, whether in respect of such lot or otherwise, such excess shall promptly be paid to the Holdback Release Payee and provided, further, that if there are no longer any pending and unpaid indemnification claims by the Purchaser, the entire Holdback Amount, if any, remaining after Purchaser’s retention of amounts which it is entitled to retain hereunder on account of Contrave Holdback Bottles that fail to meet the Release Condition and payment of any valid indemnification claims shall promptly be paid to the Holdback Release Payee. Notwithstanding anything to the contrary in this Agreement, with respect to any lots, or portion of lots, for which there are Contrave Holdback Bottles that are not in the possession and control of the Seller (or Seller’s distribution partner in Canada), and thus cannot be inspected, such Contrave Holdback Bottles shall be deemed to meet the Release Condition if, on the 45th day after Closing, such Contrave Holdback Bottles are not subject to a field alert (or similar action in Canada), and are not and have not been subject to a recall, withdrawal or similar action . Without limiting any provisions of the APA or Sale Order, to the extent the Purchaser and Holdback Release Payee cannot, following good faith negotiations, resolve a dispute concerning the disposition of any portion of the Holdback Amount, such dispute shall be promptly submitted to the Bankruptcy Court for resolution. In addition, if Patheon has replaced at no cost to the Purchaser, or paid or credited the Purchaser for, or if the Purchaser is reimbursed for its Damages by insurance policies for, any Contrave Holdback Bottle, the Purchaser shall release a portion of the Holdback Amount (or, in the case where the Bottle Value for such Contrave Holdback Bottle has been retained by the Purchaser pursuant to the preceding sentence, the Purchaser shall pay to the Seller an amount) equal to (x) the amount of payment actually received by Purchaser from Patheon for such

 

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