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SEC Filings

OREXIGEN THERAPEUTICS, INC. filed this Form S-1/A on 04/09/2007
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     3. Representations and Warranties of OHSU. OHSU hereby represents and warrants to the Company as of the date of this Agreement as follows:
Registration. OHSU understands that the shares of the Common Stock have not been registered under the Securities Act of 1993, as amended (the “Securities Act”) or qualified under California securities laws and are being offered and sold pursuant to exemptions from registration contained in the Securities Act and qualification provisions of California securities laws based on the representations of OHSU contained herein.
Entirely For Own Account. OHSU is acquiring the Common Stock to be issued hereunder for investment and not as a nominee and not with a view to the distribution thereof. OHSU understands that it must bear the economic risk of this investment indefinitely unless the shares of Common Stock are registered for resale pursuant to the Securities Act, or an exemption from such registration is available, and that the Company has no present intention of registering the Common Stock for resale. OHSU further understands that there is no assurance that any exemption from the Securities Act will be available or, if available, that such exemption will allow OHSU to dispose of or otherwise transfer any or all of the Common Stock under the circumstances, in the amounts or at the such times OHSU might propose.
Investment Experience. By reason of OHSU’s business or financial experience, or that of OHSU’s professional advisor, OHSU has the capacity to protect OHSU’s own interests in connection with the issuance of the Common Stock hereunder and has the ability to bear the economic risk (including the risk of total loss) of OHSU’s investment.
Rule 144. OHSU acknowledges that it is aware of Rule 144 promulgated under the Securities Act, which permits limited public resales of securities acquired in a non-public offering, subject to the satisfaction of certain conditions. OHSU understands that under Rule 144, except as otherwise provided by section (k) of that Rule, the conditions include, among other things: the availability of certain current public information about the issuer, the resale occurring not less than one year after the party has purchased and paid for the securities to be sold and limitations on the amount of securities to be sold and the manner of sale. OHSU understands that the current information referred to above is not now available and the Company has no present plans to make such information available. OHSU acknowledges and understands that the Company may not be satisfying the current public information requirement of Rule 144 at the time it wishes to sell the Common Stock and that, in such event, it may be precluded from selling such stock under such Rule, even if the one-year minimum holding period of such Rule has been satisfied. OHSU acknowledges that in the event all of the requirements of Rule 144 are not met, registration under the Securities Act, compliance with the Securities and Exchange Commission’s (the “Commission”) Regulation A or an exemption from registration will be required for any disposition of the Common Stock. OHSU understands that although Rule 144 is not exclusive, the Commission has expressed its opinion that persons proposing to sell restricted securities received in a private offering other than in a registered offering or pursuant to Rule 144 will have a substantial burden of proof in establishing that an exemption from registration is available for such offers or sales and that such persons and the brokers who participate in the transactions do so at their own risk.