Print Page  Close Window

SEC Filings

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

the ability to bear the economic risk (including the risk of total loss) of Duke’s investment.
     3.5 Rule 144. Duke 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. Duke 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. Duke understands that the current information referred to above is not now available and the Company has no present plans to make such information available. Duke acknowledges and understands that the Company may not be satisfying the current public information requirement of Rule 144 at the time Duke desires to sell any of the Shares and that, in such event, Duke may be precluded from selling such stock under such Rule, even if the one-year minimum holding period of such Rule has been satisfied. Duke acknowledges that in the event all of the requirements of Rule 144 are not met, then registration under the Securities Act, compliance with the Securities and Exchange Commission’s (the “Commission”) Regulation A or another exemption from registration will be required for any disposition of the Common Stock. Duke 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.
     3.6 Accredited Investor. Duke is an “accredited investor” within the meaning of the Commission’s Rule 501 of Regulation D promulgated under the Securities Act.
4. General Provisions.
     4.1 Registration Rights and Other Stockholder Agreements. The Company agrees to use its best efforts to grant customary “piggyback” registration rights to Duke if, when and upon the same terms as such rights may be granted to the currently existing holders of the Common Stock of the Company (the “Founders”) in their capacity as holders of Common Stock. Duke agrees to be and to become subject to such contractual restrictions on the transfer of the Shares and to such rights of first refusal upon any transfer thereof if, when and upon the same terms as the Founders (in their capacity as holders of Common Stock) may agree to become subject.

- 3 -