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SEC Filings

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

      but excluding any payments that are (a) reimbursements of documented research and development costs and expenses; (b) reimbursement of cost of goods directly relating to LICENSED PRODUCTS supplied by OREXIGEN to such SUBLICENSEE; (c) loans granted to OREXIGEN by such SUBLICENSEE; (d) reimbursement of documented costs directly related to pursuit of patent protection and/or maintenance of patents for DUKE PATENT RIGHTS and/or OREXIGEN PATENT RIGHTS; or (e) an equity investment by a commercial THIRD PARTY (but solely to the extent that such investment is at a price equal to or less than one hundred percent (100%) of the fair market value of stock sold or otherwise transferred in such investment). It is agreed that [***] shall not receive from [***] for any SUBLICENSE under this AGREEMENT, without the express prior written permission of DUKE, such approval not to be unreasonably withheld.
  1.21   “TERRITORY” shall mean the world.
 
  1.22   “THIRD PARTY” means any individual or other entity other than DUKE and/or OREXIGEN..
 
  1.23   Where appropriate, words denoting a singular number only shall include the plural and vice versa.
 
  1.24   Certain other defined terms shall have the meanings given them elsewhere in this AGREEMENT.
ARTICLE 2 — LICENSE
  2.01   DUKE hereby grants to OREXIGEN and OREXIGEN hereby accepts from DUKE, subject to the terms and conditions of this AGREEMENT, the exclusive right and sublicenseable license for the FIELD OF USE in the TERRITORY to practice under the DUKE PATENT RIGHTS to develop, make, have made, import, use, lease, offer for sale, sell, and distribute DUKE LICENSED PRODUCTS for the FIELD OF USE in the TERRITORY only, to develop, make, have made, import, use, lease, offer for sale, sell, and distribute DUKE LICENSED PROCESSES in/for the FIELD OF USE in the TERRITORY, and/or to develop, make, have made, perform, provide, import, use, lease, offer for sale, sell, and distribute DUKE LICENSED SERVICES in the FIELD OF USE in the TERRITORY only until the end of the term for which the DUKE PATENT RIGHTS are granted unless this AGREEMENT shall be sooner terminated according to the terms hereinafter provided.
 
  2.02   DUKE hereby grants OREXIGEN and OREXIGEN and hereby accepts from DUKE, subject to the terms and conditions of this AGREEMENT, the exclusive right and sublicenseable license for the FIELD OF USE in the TERRITORY to
 
***   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 .

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