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SEC Filings

S-1/A
OREXIGEN THERAPEUTICS, INC. filed this Form S-1/A on 04/09/2007
Entire Document
 
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EXHIBIT 10.13
CERTAIN MATERIAL (INDICATED BY AN ASTERISK) HAS BEEN OMITTED FROM THIS DOCUMENT PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
LICENSE AGREEMENT
     THIS AGREEMENT made and entered into this 1st day of June, 2004 (“EFFECTIVE DATE”), by and between LEE G. DANTE, an individual having his principal office at [***] (“DANTE”), and OREXIGEN THERAPEUTICS, INC., a corporation organized under the laws of Delaware (“OREXIGEN”), with its corporate headquarters and principal office at One Palmer Square, Suite 515, Princeton, NJ 08540.
     WHEREAS, DANTE owns certain PATENT RIGHTS (as hereinafter defined);
     WHEREAS, DANTE has the right to grant licenses under said PATENT RIGHTS; and
     WHEREAS, DANTE desires to have the PATENT RIGHTS developed and commercialized to benefit the public and is willing to grant licenses to each hereunder; and
     WHEREAS, OREXIGEN desires to obtain licenses under PATENT RIGHTS and upon the terms and conditions hereinafter set forth; and
     NOW THEREFORE, in consideration of the premises and the mutual covenants contained herein, the parties hereto agree as follows:
ARTICLE 1 – DEFINITIONS
     For the purposes of this AGREEMENT, and solely for that purpose, the terms and phrases set forth below and elsewhere in this AGREEMENT in capital letters shall be defined as follows:
  1.01   “AFFILIATE” shall mean any corporation or non-corporate entity which controls, is controlled by or is under the common control with a party hereto. A corporation or a non-corporate entity, as applicable, shall be regarded as in control of another corporation if it owns or directly or indirectly controls at least fifty percent (50%) of the voting stock of the other corporation, or in the absence of ownership of at least fifty percent (50%) of the voting stock of a corporation, or in the case of a non corporate entity, if it possesses directly or indirectly, the power to direct or cause the direction of the management and policies of such corporation or non-cooperate entity, as applicable.
 
  1.02   “CONSULTING AGREEMENT” shall have the meaning given in Section 3.01(f).
 
  1.03   “FIELD OF USE” shall mean any and all uses.
 
  1.04   “FULLY DILUTED BASIS” means the total number of issued and outstanding shares of the OREXIGEN’s common stock, $.001 par value (“OREXIGEN COMMON STOCK”), calculated to include (i) conversion of all issued and
 
***   Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.