participate in any negotiations with or provide any information to or otherwise cooperate in any
other way with any corporation, partnership, person or entity or group (other than Orexigen)
concerning any of the Patents. Orexigen believes that you are not precluded from assigning these
rights by any pre-existing agreement, and you agree that this is the case.
(b) If, as a result of your service to Orexigen, you conceive, make, or develop any inventions
or creative works, including, without limitation, plans, drawings, prints, or specifications
relating to Orexigens business or that of its subsidiaries or affiliates, you will: (i) give
notice thereof to Orexigen; (ii) assign to Orexigen all of your rights therein; and (iii) execute
any necessary papers and otherwise reasonably cooperate with Orexigen in the securing of patents
on such inventions or copyrights on such inventions or creative works. However, if you make any
new invention (the New Inventions) that are direct improvements of or are dominated by any of the
Patents, you will own all right, title and interest in such New Inventions.
(c) During the term of this Agreement, Orexigen shall have the right of first offer to (i)
[obtain an exclusive, worldwide, royalty-bearing license, including a right to sublicense to make,
have made, use and sell products incorporating the Patents or patent rights derived therefrom] [an
assignment] of the Patents and New Inventions.
(a) You agree, both during and subsequent to your services, keep confidential any technical or
other information of a confidential nature, including knowledge of Orexigens projects and general
activities and any information not publicly disclosed relating to Orexigen which you may acquire
through your consulting activities or otherwise. You will not use or disclose such information in
any manner without Orexigens express written permission; title to all property involved shall
remain exclusively in Orexigen. Upon termination of services, or upon Orexigens request at any
time, you shall account for and return to Orexigen all papers containing any such confidential
information. Orexigen does not wish to obtain any confidential information that belongs to other
parties. Therefore, you agree not to disclose or otherwise transfer to Orexigen any confidential
information, which you may have acquired as a result of any other employment or consulting
(b) You represent that your performance of all the terms of this Agreement and your retention as a
consultant by Orexigen does not and will not breach any agreement to keep in confidence
confidential information acquired by you in confidence or in trust prior to your retention as a
consultant by Orexigen.