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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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    terminate this Agreement by giving LICENSEE written notice. Termination of this Agreement is effective upon LICENSEE’s receipt of the written notice.
13.04   LICENSEE shall have a unilateral right to terminate this Agreement and/or any licenses in any country by giving OHSU sixty (60) days written notice to that effect.
 
13.05   OHSU shall have the right to terminate or modify, at its option, this Agreement if LICENSEE (a) cannot demonstrate to OHSU’s satisfaction that LICENSEE has taken, or can be expected to take within a reasonable time, effective steps to achieve practical application of the Licensed Products, Screening Products or Licensed Processes under Article 9; (b) has willfully made a false statement of, or willfully omitted, a material fact in any report required by the license agreement; or (c) has committed a substantial breach of a covenant or agreement contained in the license.
 
    In making this determination, OHSU will take into account the normal course of commercial development programs as conducted with sound and reasonable business practices and judgment and the annual reports submitted by LICENSEE under Paragraph 8.01. Prior to invoking this right, OHSU shall give written notice to LICENSEE providing LICENSEE specific notice of, and a ninety (90) day opportunity to respond to, OHSU’s concerns as to the previous items (a) to (c). If LICENSEE fails to alleviate OHSU’s concerns as to the previous items (a) to (c) or fails to initiate corrective action to OHSU’s satisfaction, OHSU may terminate this Agreement.
 
13.06   Within ninety (90) days of termination of this Agreement under this Article 13, a final report shall be submitted by LICENSEE. Any royalty payments, including those related to patent expenses, due to OHSU shall become immediately due and payable upon termination or expiration. If terminated under this Article 13, sublicensees may elect to convert their sublicenses to direct licenses with OHSU pursuant to Paragraph 4.03.
 
13.07   Upon termination of this Agreement, LICENSEE shall, at its own expense, forthwith remove, efface or destroy all references to OHSU from all advertising or other materials used in the promotion of LICENSEE’s business or sublicensees and LICENSEE or sublicensees shall not thereafter represent in any manner that it has rights in or to the Patent Rights, Licensed Products, Screening Products, or Licensed Processes.
 
13.08   Immediately upon termination, LICENSEE agrees to return all MICE to OHSU, or to destroy said MICE and certify in writing to OHSU that MICE have been destroyed.
 
13.09   Paragraphs 4.03, 7.01, 8.04, 12.01-12.05, and 14.11 of this Agreement shall survive termination of this Agreement.
 
14.   GENERAL PROVISIONS
 
14.01   Neither Party may waive or release any of its rights or interests in this Agreement except in writing. The failure of OHSU to assert a right hereunder or to insist upon compliance with any term or condition of this Agreement shall not constitute a waiver of that right by OHSU or excuse a similar subsequent failure to perform any such term or condition by LICENSEE.