Print Page  Close Window


SEC Filings

S-1/A
OREXIGEN THERAPEUTICS, INC. filed this Form S-1/A on 02/16/2007
Entire Document
 
Table of Contents

The issuance of securities described above in paragraph (9) was exempt from registration under the Securities Act of 1933, as amended, in reliance on Rule 701 of the Securities Act of 1933, as amended, pursuant to compensatory benefit plans approved by the registrant’s board of directors.
 
All certificates representing the securities issued in these transactions described in this Item 15 included appropriate legends setting forth that the securities had not been offered or sold pursuant to a registration statement and describing the applicable restrictions on transfer of the securities. There were no underwriters employed in connection with any of the transactions set forth in this Item 15.
 
Item 16.   Exhibits and Financial Statement Schedules
 
(a) Exhibits
 
         
Exhibit
   
Number
 
Description
 
  1 .1*   Form of Underwriting Agreement
  3 .1(1)   Restated Certificate of Incorporation of the Registrant, as currently in effect
  3 .2   Form of Amended and Restated Certificate of Incorporation of the Registrant, to be in effect upon completion of the offering
  3 .3(1)   Bylaws of the Registrant, as currently in effect
  3 .4   Form of Amended and Restated Bylaws of the Registrant, to be in effect upon completion of the offering
  4 .1*   Form of the Registrant’s Common Stock Certificate
  4 .2(1)   Second Amended and Restated Investors’ Rights Agreement dated November 20, 2006
  5 .1*   Opinion of Latham & Watkins LLP
  10 .1   Form of Director and Executive Officer Indemnification Agreement
  10 .2   Form of Executive Officer Employment Agreement
  10 .3#(1)   2004 Stock Plan and forms of option agreements thereunder
  10 .4#   Independent Director Compensation Policy
  10 .5#   2007 Equity Incentive Award Plan and forms of option and restricted stock agreements thereunder
  10 .6(1)   Lease dated September 22, 2006 by and between the Registrant and Prentiss/Collins Del Mar Heights LLC
  10 .7†(1)   License Agreement dated June 27, 2003 by and between the Registrant and Oregon Health & Science University
  10 .8†(1)   Amendment to License Agreement dated June 27, 2003 by and between the Registrant and Oregon Health & Science University
  10 .9†(1)   Letter Agreement Amendment to License Agreement dated June 27, 2003 by and between the Registrant and Oregon Health & Science University
  10 .10†(1)   License Agreement dated March 31, 2004 by and between the Registrant and Duke University
  10 .11†(1)   Amendment No. 1 to License Agreement dated March 31, 2004 by and between the Registrant and Duke University
  10 .12†(1)   Amendment No. 2 to License Agreement dated March 31, 2004 by and between the Registrant and Duke University
  10 .13†(1)   License Agreement dated June 1, 2004 by and between the Registrant and Lee G. Dante, M.D.
  10 .14†(1)   License Agreement dated January 3, 2005 by and between the Registrant and Cypress Bioscience, Inc.
  10 .15(1)   Credit and Security Agreement dated December 15, 2006 by and between the Registrant and Merrill Lynch Capital
  10 .16(1)   Settlement Agreement dated December 14, 2006 by and among the Registrant, Duke University, Elan Corporation, plc, Elan Pharma International Ltd., Elan Pharmaceuticals, Inc., Eisai, Inc., Eisai Co., Ltd. and Julianne E. Jennings
  10 .17#(1)   Consulting Agreement dated February 1, 2005 by and between the Registrant and Eckard Weber, M.D.


II-3