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OREXIGEN THERAPEUTICS, INC. filed this Form S-1/A on 02/16/2007
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     This Employment Agreement (“Agreement”) is entered into as of the ___ day of ___, 2007, by and between [•] (“Executive”) and Orexigen Therapeutics, Inc. (the “Company”).
     Whereas, the Company desires to employ Executive to provide personal services to the Company, and wishes to provide Executive with certain compensation and benefits in return for Executive’s services; and
     Whereas, Executive wishes to be employed by the Company and provide personal services to the Company in return for certain compensation and benefits.
     Now, Therefore, in consideration of the mutual promises and covenants contained herein, it is hereby agreed by and between the parties hereto as follows:
     For purposes of the Agreement, the following terms are defined as follows:
1.1 Board” means the Board of Directors of the Company.
1.2 Cause” means the occurrence of any of the following events:
     (a) Executive’s conviction of or plea of guilty or nolo contendere to any felony or a crime of moral turpitude;
     (b) Executive’s willful and continued failure or refusal to follow reasonable instructions of the [•] of the Company or reasonable policies, standards and regulations of the Company or its affiliates;
     (c) Executive’s willful and continued failure or refusal to faithfully and diligently perform the usual, customary duties of his employment with the Company or its affiliates;
     (d) Unprofessional, unethical, immoral or fraudulent conduct by Executive;
     (e) Conduct by Executive that materially discredits the Company or any affiliate or is materially detrimental to the reputation, character and standing of the Company or any affiliate; or
     (f) Executive’s material breach of the Proprietary Information and Inventions Agreement.
     An event described in Section 1.2(b) through Section 1.2(f) herein shall not be treated as “Cause” until after Executive has been given written notice of such event, failure or conduct and Executive fails to cure such event, failure, conduct or breach, if curable, within 30 days from