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SEC Filings

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

         
Exhibit
   
Number
 
Description
 
  10 .18#(1)   Consulting Agreement dated January 14, 2005 by and between the Registrant and John Crowley
  10 .19(2)   Consulting Agreement dated December 9, 2005 by and between the Registrant and PharmaDirections, Inc.
  10 .20(2)   Letter Agreement Amendment to Consulting Agreement dated December 9, 2005 by and between the Registrant and PharmaDirections, Inc.
  23 .1   Consent of Ernst & Young LLP, independent registered public accounting firm
  23 .2*   Consent of Latham & Watkins LLP (included in Exhibit 5.1)
  24 .1(1)   Power of Attorney (See page II-5)
 
* To be filed by amendment.
 
(1) Filed with the Registrant’s Registration Statement on Form S-1 on December 19, 2006.
 
(2) Filed with Amendment No. 1 to the Registrant’s Registration Statement on Form S-1 on January 23, 2007.
 
Confidential treatment has been requested for portions of this exhibit. These portions have been omitted from the Registration Statement and submitted separately to the Securities and Exchange Commission.
 
# Indicates management contract or compensatory plan.
 
(b) Financial Statement Schedules
 
Schedules not listed above have been omitted because the information required to be set forth therein is not applicable or is shown in the financial statements or notes thereto.
 
Item 17.   Undertakings
 
Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended, may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933, as amended, and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933, as amended, and will be governed by the final adjudication of such issue.
 
We hereby undertake that:
 
(a) We will provide to the underwriters at the closing as specified in the underwriting agreement certificates in such denominations and registered in such names as required by the underwriters to permit prompt delivery to each purchaser.
 
(b) For purposes of determining any liability under the Securities Act of 1933, as amended, the information omitted from a form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in the form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act of 1933, as amended, shall be deemed to be part of this registration statement as of the time it was declared effective.
 
(c) For the purpose of determining any liability under the Securities Act of 1933, as amended, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

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