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SEC Filings

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

  (b)   If OREXIGEN decides to discontinue the financial support of the prosecution or maintenance of a subject DUKE PATENT APPLICATION or patent falling within the scope of DUKE PATENT RIGHTS, OREXIGEN will give DUKE timely written notice at least [***] ([***]) months in advance of the effective date of OREXIGEN’s decision and DUKE will be free to continue prosecution or maintain any such application(s)/patents, and to maintain any protection issuing thereon in the U.S. and in any foreign country at DUKE’s sole expense. In such instances, from the date of DUKE’s receipt of such written notice from OREXIGEN, such patent and/or DUKE PATENT APPLICATION shall no longer be considered to fall within the definition of DUKE PATENT RIGHTS (APPENDIX A shall be deemed to be so amended) and OREXIGEN shall forfeit all rights under this AGREEMENT to the subject issued patent(s) and/or subject DUKE PATENT APPLICATION and patent(s) arising from such PATENT APPLICATION. Accordingly, DUKE shall be free, at its sole discretion to license said patent(s) and patent application(s) to any THIRD PARTY or otherwise dispose of such patent(s) and patent applications(s) as it deems appropriate.
  6.03   Payment of all OREXIGEN PATENT RIGHTS EXPENSES shall be the sole responsibility of OREXIGEN and OREXIGEN shall reimburse DUKE for any reasonable out-of-pocket expenses that DUKE may incur relating to the filing, prosecution, and/or maintenance of the OREXIGEN PATENT RIGHTS.
 
  6.04   OREXIGEN agrees to mark the LICENSED PRODUCTS (as the case may be), and/or their containers, labels, and/or other packaging, in such a manner as to conform to the patent laws and practices of the country of manufacture or sale, as appropriate.
ARTICLE 7 — INFRINGEMENT OF THIRD-PARTY RIGHTS
  7.01   In the event that DUKE or OREXIGEN is charged with infringement of a patent by a THIRD PARTY or is made a party in a civil action as a result of the activity of OREXIGEN and/or a SUBLICENSEE (and not from the activity of DUKE or its AFFILIATES other than the granting of this license to OREXIGEN) as a result (directly or indirectly) of the licenses granted hereunder to OREXIGEN, OREXIGEN:
  (a)   must defend and/or settle any such claim of infringement or civil action;
 
  (b)   must assume all costs, expenses, damages, and other obligations for payments incurred as a consequence of such charges of infringement and/or civil action;

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