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8-K
OREXIGEN THERAPEUTICS, INC. filed this Form 8-K on 07/31/2018
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Purchaser, subject to consultation with the Holdback Release Payee and to the failure of the Release Conditions, determines that an event, incident or circumstance stemming from the Contrave Holdback Bottles or Contrave Impacted Bottles may result in the need for a recall, market withdrawal or similar action of the Contrave Holdback Bottles, then the Purchaser shall have the right and obligation, at its (solely with respect to the Contrave Impacted Bottles) sole cost and expense, to control and direct the conduct of such recall (including the Recall), market withdrawal or similar action, including interactions with Governmental Authorities and third parties, and the Seller shall provide such cooperation and assistance as reasonably requested by the Purchaser in connection therewith, subject to the provisions of the TSA and Agreement.

(b) Without limiting the scope of the Purchased Assets pursuant to Section 2.1, except to the extent required to reimburse the Seller in connection with its costs and expenses incurred before the Closing in connection with the Contrave Holdback Bottles and the Contrave Impacted Bottles, the Seller hereby assigns to the Purchaser (i) its rights to any insurance proceeds available under its policies of insurance in existence on the date hereof applicable to the Contrave Holdback Bottles and the Contrave Impacted Bottles, and (ii) any related legal claims or rights of action against such insurers of the Seller arising under or in connection wit h such policies. The Seller agrees, prior to the Closing, to have the Purchaser added as an “additional Named Insured” party under its current policies of insurance that are applicable to the Contrave Holdback Bottles and the Contrave Impacted Bottles.

(c) Without limiting the scope of the Purchased Assets pursuant to Section 2.1, except to the extent required to reimburse the Seller in connection with its costs and expenses incurred before the Closing in connection with the Contrave Holdback Bottles and the Contrave Impacted Bottles, the Seller hereby assigns to the Purchaser (i) its rights to recover any amounts to which it is entitled from Patheon pursuant to the Manufacturing Services Agreement dated March 12, 2010 (as amended, restated, supplemented, or otherwise modified), and (ii) any related legal claims or rights of action that the Seller is entitled to under Law, contract or otherwise against Patheon or any other third party.

 

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Article 8 of the Agreement is hereby amended and restated in its entirety to read as follows:

ARTICLE 8

NO SURVIVAL; INDEMNIFICATION

Section 8.1.    No Survival of Representations and Warranties and Certain Covenants. Each of the representations, warranties and covenants (other than covenants

 

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