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SEC Filings

S-1/A
OREXIGEN THERAPEUTICS, INC. filed this Form S-1/A on 04/09/2007
Entire Document
 
 

11.02   OHSU is solely responsible for patent enforcement for the Licensed Mouse Patent Rights and Licensed Screening Patent Rights. LICENSEE is solely responsible for patent enforcement for the Assigned Therapeutic Patent Rights.
 
12.   NEGATION OF WARRANTIES AND INDEMNIFICATION
 
12.01   OHSU offers no warranties other than those specified in Article 1.
 
12.02   OHSU does not warrant the validity of the Patent Rights and makes no representations whatsoever with regard to the scope of the Patent Rights, whether or not the Patent Rights can be perfected, or that the Patent Rights may be exploited without infringing other patents or other intellectual property rights of third parties.
 
12.03   OHSU MAKES NO WARRANTIES, EXPRESSED OR IMPLIED, OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF ANY SUBJECT MATTER DEFINED BY THE CLAIMS OF THE LICENSED PATENT RIGHTS.
 
12.04   OHSU does not represent that it will commence legal actions against third parties infringing the Patent Rights.
 
12.05   LICENSEE shall indemnify and hold OHSU, its directors, trustees, officers, employees, students, fellows, agents, and consultants harmless from and against all liability, demands, damages, expenses, and losses, including but not limited to death, personal injury, illness, or property damage in connection with or arising out of (a) the use by or on behalf of LICENSEE, its sublicensees, directors, employees, or third parties of any Patent Rights, or (b) the design, manufacture, distribution, or use of any Licensed Products, Screening Products, or Licensed Processes, or materials or other products or processes developed in connection with or arising out of the Patent Rights. LICENSEE at all times shall carry insurance or self-insurance sufficient to cover its contractual obligations with respect to activities performed under this Agreement. LICENSEE shall provide evidence of this coverage to OHSU upon written request by OHSU.
 
13.   TERM, TERMINATION, AND MODIFICATION OF RIGHTS
 
13.01   This Agreement is effective as of the Effective Date and shall extend to the expiration of the last to expire of the Patent Rights or the royalty term defined in Section 6.03.3 unless sooner terminated as provided in this Article 13.
 
13.02   In the event that LICENSEE is in default in the performance of any material obligations under this Agreement, and if the default has not been remedied within ninety (90) days after the date of notice in writing of such default, OHSU may terminate this Agreement by written notice.
 
13.03   In the event that LICENSEE becomes insolvent, files a petition in bankruptcy, has such a petition filed against it, determines to file a petition in bankruptcy, or receives notice of a third party’s intention to file an involuntary petition in bankruptcy, LICENSEE shall immediately notify OHSU in writing. Furthermore, OHSU shall have the right to