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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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    years following a given reporting period. They shall be available during normal business hours for inspection at the expense of OHSU by an accountant or other designated auditor selected by OHSU for the sole purpose of verifying reports and payments hereunder. The accountant or auditor shall only disclose to OHSU information relating to the accuracy of reports and payments made under this Agreement. If an inspection shows an under-reporting or underpayment in excess of [***] percent ([***]%) for any twelve (12) month period, then LICENSEE shall reimburse OHSU for the cost of the inspection at the time LICENSEE pays the unreported royalties. All payments required under this Paragraph shall be due within [***] ([***]) days of the date OHSU provides LICENSEE notice of the payment due.
8.   REPORTS ON PROGRESS, SALES, AND PAYMENTS
 
8.01   LICENSEE shall provide written [***] reports on its progress toward developing Licensed Products and Screening Products within [***] ([***]) days [***]. These progress reports shall include the following two parts:
8.01.1 Part One: Progress on research and development, status of applications for regulatory approvals, manufacturing, sublicensing, marketing, and sales during the preceding calendar year, as well as plans for the next [***] period.
8.01.2 Part Two: A list of potential Screening Products identified or reduced to practice during the last [***] period.
    LICENSEE agrees to provide any additional data reasonably required by OHSU to evaluate LICENSEE’s performance under this Agreement.
 
8.02   LICENSEE shall submit to OHSU [***] royalty report within [***] ([***]) days [***] setting forth for the preceding [***] period the amount of the Licensed Products or Screening Products sold by or on behalf of LICENSEE in each country, the Net Sales, the amount of royalty accordingly due, and whether or not any First Commercial Sales have taken place.
8.02.1 With each such royalty report, LICENSEE shall submit payment of the earned royalties due. If no earned royalties are due to OHSU for any reporting period, the written report shall so state. The royalty report shall be certified as correct by an authorized officer of LICENSEE and shall include a detailed listing of all deductions made under Paragraph 2.16 to determine Net Sales made under Article 6.03 to determine royalties due.
8.02.2 Royalties due under Article 6 shall be paid in U.S. dollars. For conversion of foreign currency to U.S. dollars, the conversion rate shall be the rate quoted in The Wall Street Journal on the day that the payment is due. All checks and bank drafts shall be drawn on United States banks and shall be payable to Oregon Health & Science University at the address shown on the Signature Page below. Any loss of exchange, value, taxes, or other expenses incurred in the transfer or conversion to U.S. dollars shall be paid entirely by [***].
 
***   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.