and receipts. Your invoices should be mailed to Orexigen Therapeutics, Inc., 28202 Cabot Road,
Suite 200, Laguna Niguel, CA 92677, Attention: Chief Financial Officer.
(c) You shall be responsible for payment of all taxes on income earned by you under this
3. Independent Contractor.
(a) We agree that you are to have complete freedom of action as to the details, methods, and
means of performing requested services. It is further understood that you are retained and have
contracted with Orexigen only for the purposes and to the extent set forth in this Agreement, and
your relationship to Orexigen and any of its subsidiary companies shall, during the period of your
retainer and service, be that of an independent contractor, and you shall be free to dispose of
such portion of your entire time, energy, and skill as you are not obligated to devote to Orexigen
and its subsidiaries, in such manner as you see fit and to such persons, firms, or corporations as
you deem advisable so long as same does not create a conflict of interest between Orexigen and such
other persons, firms, or corporations.
(b) Since you are performing the service under this Agreement as an independent contractor,
you shall not be considered under the provisions of this Agreement, or otherwise, as having status
as an employee of Orexigen, nor will you, except as provided herein, be entitled hereafter to
participate in any plans, arrangements, or distributions by Orexigen relating to any pension,
deferred compensation, bonds, stock bonus, stock option, hospitalization, insurance, or other
benefits extended to its employees since you are performing services as an independent contractor.
4. Contract Period.
This Agreement becomes effective as of the date hereof and will continue in effect for a
period of twelve (12) months. Notwithstanding the foregoing, either you or Orexigen may terminate
this Agreement upon [***] ([***]) days notice any time following the date hereof.
5. Inventions and Creative Works.
(a) During the term of this Agreement, you agree (i) not to transfer any of your rights in United
States Patent Numbers [***]; [***] and [***] (collectively, the Patents); (ii) otherwise take any
other action which would impair your ability to assign or license the Patents to Orexigen; and
(iii) not to directly or indirectly solicit or initiate any discussions or negotiations with, or
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with the Commission. Confidential treatment has been requested with respect to the omitted portions.