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SEC Filings

OREXIGEN THERAPEUTICS, INC. filed this Form S-1/A on 04/09/2007
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Company hereunder, and the sale and delivery of the Shares being sold 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.
     2.3 Valid Issuance of Common Stock. The Shares that are being purchased by Duke hereunder, when issued, sold and delivered in accordance with the terms of this Agreement for the consideration expressed herein, will be duly and validly issued, fully paid, and non-assessable.
3. Representations and Warranties of Duke. Duke hereby represents and warrants to the Company as of the date of this Agreement as follows:
     3.1 Registration. Duke understands that the Shares 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 exemptions froth the qualification requirements under California securities laws based on the representations of Duke contained herein.
     3.2 No Solicitation. Duke knows of no public solicitation or advertisement of an offer in connection with the proposed sale and issuance of the Common Stock.
     3.3 Purchased Entirely For Own Account. Duke is acquiring the Shares for investment purposes only and not as a nominee and not with a view to or for resale in connection with any distribution of any of the Shares. Duke understands that it must bear the economic risk of this investment indefinitely unless the shares of Common Stock acquired by it are registered for resale pursuant to the Securities Act, and registered or qualified under applicable state securities laws, or an exemption from such registration and/or qualification requirements is available, and that the Company has no present intention of registering or qualifying any of the Shares for resale. Duke further understands that there is no assurance that any exemption from the Securities Act or applicable state securities laws will be available or, if available, that such exemption(s) will allow Duke to dispose of or otherwise transfer any or all of the Shares under the circumstances, in the amounts or at such times Duke might propose.
     3.4 Investment Experience. Duke’s business or financial experience, or that of Duke’s professional advisor, Duke has the capacity to protect Duke’s own interests in connection with the purchase of the Common Stock hereunder and has

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