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SEC Filings

8-K
OREXIGEN THERAPEUTICS, INC. filed this Form 8-K on 07/31/2018
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Contrave Holdback Bottle, (y) the amount of insurance proceeds actually received by Purchaser from insurers pursuant to Section 5.21(b) solely to the extent allocated to the value of such Contrave Holdback Bottle or lot of Contrave Holdback Bottles or (z) $6.95 for each such Contrave Holdback Bottle in the case of replacement by Patheon, as applicable, to the Holdback Release Payee within five (5) Business Days after the date such event occurs. For the purposes of determining the “Holdback Release Payee” for payment of a distribution under this Section 2.13, the date of each such distribution of a portion of the Holdback Amount pursuant to this Section 2.13 shall be deemed a “Holdback Release Date”.

 

  g.

Section 5.16 of the Agreement is hereby amended and restated in its entirety to read as follows:

Section 5.16 Cessation of Use of Acquired Intellectual Property. For the avoidance of doubt and notwithstanding anything in this Agreement to the contrary, (a) the Seller acknowledges and agrees that, from and after the Closing, the Seller shall not have any right, title or interest in or to any Acquired Intellectual Property (including any Seller Names and Marks) and (b) from and after the Closing, the Seller shall cease and discontinue any and all use or other exploitation of any and all Acquired Intellectual Property (including all Seller Names and Marks); provided that, notwithstanding the foregoing, the Seller shall have the right, at no cost to the Seller, to continue use of its corporate name “Orexigen Therapeutics, Inc.”, the name “Contrave®” and any other Acquired Intellectual Property until the date the Bankruptcy Court enters a final decree or other order dismissing the Chapter 11 Case: (i) for use in the name of the Chapter 11 Case, case caption, and continued administration of the Chapter 11 Case; (ii) (A) to formulate, solicit votes on, and confirm a Chapter 11 plan and obtain entry of a final decree, or (B) to formulate and obtain Bankruptcy Court approval of a structured dismissal or similar case dismissal; (iii) to wind down the Business and dissolve the Seller, including, without limitation, to file any necessary or desired governmental filings in connection therewith; (iv) to file all necessary final tax returns; (v) as necessary in connection with any recall, withdrawal or similar action concerning Contrave Holdback Bottles and the Recall; and (vi) for use in all activities necessary for the foregoing.

 

  h.

A new Section 5.21 is hereby inserted into the Agreement immediately following Section 5.20 of the Agreement, which shall read as follows:

Section 5.21    Recalls.

(a) From and after the Closing, in connection with the Recall or in the event that any Governmental Authority issues, requests or recommends a recall, market withdrawal or similar action in connection with, the Contrave Holdback Bottles or Contrave Impacted Bottles, or in the event that the

 

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