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SEC Filings

8-K
OREXIGEN THERAPEUTICS, INC. filed this Form 8-K on 07/31/2018
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TSA” means that certain Transition Services Agreement, dated as of             , 2018, by and between the Seller and the Purchaser.

 

  b.

A new Section 2.3(g) is hereby inserted into the Agreement immediately following Section 2.3(f) of the Agreement, which shall read as follows:

(g)    Product Liability Claims. All Product Liability Claims, if any, which may be asserted against the Purchased Assets or the Purchaser (or its successors and assigns) following the Closing, notwithstanding the provisions of the Sale Order and the provisions of this Agreement; provided that such Product Liability Claims shall not exceed $5,000,000 in the aggregate; and provided, further, that the foregoing provisions of this Section 2.3(g) shall in no way abrogate, limit or otherwise diminish the provisions of the Sale Order which provide that the assignment and transfer of the Purchased Assets to the Purchaser pursuant to this Agreement is intended to be, and shall be, free and clear of all Liens and Claims (as such terms are defined in the Sale Order).

 

  c.

A new Section 2.4(l) is hereby inserted into the Agreement immediately following Section 2.4(k) of the Agreement, which shall read as follows:

(l) Contrave Holdback Bottles. Any Liabilities arising out of the Contrave Holdback Bottles.

 

  d.

Section 2.5 of the Agreement is hereby amended and restated in its entirety to read as follows:

Section 2.5 Consideration. The consideration for the Purchased Assets (the “Purchase Price”) consists of: (a) cash in the amount of $73,500,000 (the “Cash Amount”); and (b) the assumption of the Assumed Liabilities.

 

  e.

Section 2.9(b)(i) of the Agreement is hereby amended and restated in its entirety to read as follows:

(i)    the Purchase Price by delivery of cash to the Seller by wire transfer of immediately available funds to an account designated by the Seller prior to the Closing in an amount equal to (x) the Cash Amount minus (y) the Holdback Amount. The Holdback Amount shall be retained by the Purchaser to serve as the sole source of payment to fund indemnification payments payable to the Purchaser Indemnified Parties solely to the extent set forth in Article 8, and will otherwise be distributed or paid to the applicable Holdback Release Payee pursuant to Section 2.13 hereof.

 

  f.

A new Section 2.13 of the Agreement is hereby inserted into the Agreement immediately following Section 2.12 of the Agreement, which shall read as follows:

 

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