Print Page  Close Window


SEC Filings

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

EXHIBIT B: Common Stock Purchase Agreement
OREXIGEN THERAPEUTICS, INC.
COMMON STOCK PURCHASE AGREEMENT
THIS COMMON STOCK PURCHASE AGREEMENT (“Agreement”) is made and entered into as of                     , 2003, by and between OREXIGEN THERAPEUTICS, INC., a Delaware corporation (the “Company”), and OREGON HEALTH & SCIENCE UNIVERSITY (“OHSU”).
RECITALS
WHEREAS, the Company and OHSU are parties to that certain Exclusive License Agreement, dated as of June 27, 2003, pursuant to which the Company has agreed to issue One Hundred Thousand (100,000) shares of the Company’s Common Stock, par value $0.001 per share (the “Common Stock”), on the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants, agreements and warranties contained herein, the parties hereto agree as follows:
     1. Issuance of the Common Stock. Concurrently herewith, the Company is issuing to OHSU One Hundred Thousand (100,000) shares of the Company’s Common Stock (the “Shares”) and is delivering a stock certificate registered in OHSU’s name to OHSU representing the Shares, the receipt of which is hereby acknowledged.
     2. Representations and Warranties of the Company. The Company hereby represents and warrants to OHSU as of the date of this Agreement as follows:
Organization; Good Standing; Qualification. The Company is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to execute and deliver this Agreement, to issue the Shares and to carry out the provisions of this Agreement.
Authorization; Enforceability. All corporate action on the part of the Company, its officers, directors and stockholders necessary for the authorization, execution and delivery of this Agreement, the performance of all obligations of the Company hereunder, and the delivery of the Shares being issued hereunder, has been taken and this Agreement, when executed and delivered, will constitute a valid and legally binding obligation of the Company, enforceable in accordance with its terms except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies, and (iii) as to rights to indemnity and contribution that may be limited by applicable laws.
Valid Issuance of Common Stock. The Shares that are being issued to OHSU hereunder, when issued and delivered in accordance with the terms of this Agreement will be duly and validly issued, fully paid, and nonassessable, and will be free, other than those set forth in that certain Stock Restriction Agreement of even date herewith, of restrictions.