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SEC Filings

S-1/A
OREXIGEN THERAPEUTICS, INC. filed this Form S-1/A on 04/09/2007
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transferee(s) to such Common Stockholder in the Prohibited Transfer. The Common Stockholder shall also reimburse each Investor for any and all fees and expenses, including legal fees and expenses, incurred pursuant to the exercise or the attempted exercise of the Investor’s rights under Section 1 and Section 2.
               (2) Within 90 days after the later of the dates on which the Investor (i) received written notice of the Prohibited Transfer or (ii) otherwise became aware of the Prohibited Transfer, each Investor shall, if exercising the option created hereby, deliver to the Company the certificate or certificates representing shares to be sold, each certificate to be properly endorsed for transfer.
               (3) The Common Stockholder shall upon the Company’s receipt of the certificate or certificates for the shares to be sold by an Investor, pursuant to this Section 4, pay the aggregate purchase price therefor and the amount of reimbursable fees and expenses, as specified in Section 4(b)(1), in cash or by other means acceptable to the Investor.
               (4) Notwithstanding the foregoing, any attempt by such Common Stockholder to transfer Shares in violation of this Agreement shall be void and the Company agrees it will not effect such a transfer nor will it treat any alleged transferee(s) as the holder of such shares unless and until such (i) transfer is made in compliance with all of the terms of this Agreement and all applicable federal and state securities laws and (ii) before such transfer, the transferee or transferees sign a counterpart to this Agreement pursuant to which it or they agree to be bound by the terms of this Agreement.
     5. Legended Certificates. Each certificate representing Shares now or hereafter owned by the Common Stockholders or issued to any Permitted Transferee pursuant to Section 1.5 shall bear the following legend:
“THE SALE, PLEDGE, HYPOTHECATION OR TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO THE TERMS AND CONDITIONS OF A CERTAIN RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT BY AND BETWEEN THE STOCKHOLDER, THE CORPORATION AND CERTAIN HOLDERS OF COMMON AND PREFERRED STOCK OF THE CORPORATION. COPIES OF SUCH AGREEMENT MAY BE OBTAINED UPON WRITTEN REQUEST TO THE SECRETARY OF THE CORPORATION.”
     6. Termination of Agreement. This Agreement shall continue in full force and effect from the date hereof through the date of the closing of a firmly underwritten public offering of the Common Stock pursuant to a registration statement filed with the Securities and Exchange Commission, and declared effective under the Securities Act of 1933, as amended, in connection with which the Preferred Stock is converted into Common Stock, on which date it shall terminate in its entirety.

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