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SEC Filings

S-1/A
OREXIGEN THERAPEUTICS, INC. filed this Form S-1/A on 04/09/2007
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2.16   Net Sales” means the total gross receipts for sales of Licensed Products or Screening Products by or on behalf of LICENSEE or its sublicensees, whether invoiced or not, less returns and allowances actually granted, packing costs, insurance costs, freight out, taxes or excise duties imposed on the transaction (if separately invoiced), and wholesaler and cash discounts in amounts customary in the trade.
 
2.17   Screening Product(s)” means products demonstrated to have an activity using the Licensed Screening Patent Rights or the Licensed Mouse Patent Rights that is used to support regulatory approval.
 
2.18   Valid Claim” means: (i) a claim of any issued patent in the Patent Rights, which has not been disclaimed, revoked or held unpatentable, invalid or unenforceable by a final decision of a court or other governmental agency of competent jurisdiction, which decisions is unappealable or unappealed within the time allowed for appeal, and which claim is otherwise enforceable, or (ii) a claim of a patent application in the Patent Rights that is pending in good faith and has not been on file in a substantially comparable form in a given country with the applicable patent office for more than [***] ([***]) years from the earliest date from which the patent application was filed or claims priority in such country.
 
3.   GRANT OF RIGHTS
 
3.01   OHSU hereby grants and LICENSEE accepts, subject to the terms and conditions of this Agreement:
3.01.1 A non-exclusive license under the Licensed Mouse Patent Rights to use or have used MICE in the Licensed Mouse Patent Field of Use in the Licensed Mouse Patent Territory. Under a Sponsored Research Agreement between OHSU and LICENSEE, OHSU shall provide MICE in order for OHSU investigators to conduct research under the scope of work with payment for the MICE upkeep to be covered under the Sponsored Research Agreement. LICENSEE has the option to request additional MICE to use outside of OHSU. If LICENSEE requests additional MICE, OHSU shall provide LICENSEE with one breeding pair of MICE consisting of one homozygous male and two homozygous females; if the pair of MICE does not successfully breed (an “Unsuccessful Breeding Pair”) OHSU shall provide LICENSEE with a replacement breeding pair of MICE.
3.01.2 co-exclusive license under the Licensed Screening Patent Rights in the Licensed Screening Patent Territory to use or have used the Licensed Screening Patent Rights in the Licensed Screening Patent Field of Use.
     3.01.2.1 LICENSEE is not granted the right to provide screening services on a fee-for-service basis to third parties, unless the screening is covered under Section 4.01.
 
***   Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.