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SEC Filings

OREXIGEN THERAPEUTICS, INC. filed this Form 8-K on 07/31/2018
Entire Document

Exhibit 2.1

Nalpropion Pharmaceuticals, Inc.

10 North Park Place

Morristown, NJ 07960


   July 26, 2018                    

Orexigen Therapeutics, Inc.

3344 North Torrey Pines Court, Suite 200

La Jolla, CA, 92037

Attention:     Tom Lynch   



Amendment to the Asset Purchase Agreement

Ladies and Gentlemen:

Reference is made to the Asset Purchase Agreement dated as of April 23, 2018 (as may be amended from time to time, the “Agreement”) by and between Orexigen Therapeutics, Inc., a Delaware corporation and Nalpropion Pharmaceuticals, Inc., a Delaware corporation. Capitalized terms used herein without definition herein have the respective meanings set forth in the Agreement.

In consideration of the premises and of the mutual covenants and agreements contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:



Amendments to the Agreement.



Section 1.1 of the Agreement is hereby amended by inserting the following defined terms in appropriate alphabetical order:

Bottle Value” has the meaning set forth in Schedule A.

Chapter 7 Trustee” means the Chapter 7 trustee for the Seller following a Conversion Date.

Chapter 11 Plan” means a plan of reorganization or liquidation confirmed by the Bankruptcy Court under Section 1129 of the Bankruptcy Code.

Confirmation Order” means the order of the Bankruptcy Court confirming the Chapter 11 Plan.

Conversion Date” means the date, if any, on which the Chapter 11 Case is converted to a case under Chapter 7 of the Bankruptcy Code.