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SEC Filings

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

  (x)   sales, tariff duties and/or use taxes directly imposed and with reference to particular sales;
 
  (y)   outbound transportation prepaid or allowed; and
 
  (z)   amounts allowed or credited on returns.
      No deductions to NET SALES shall be made for commissions paid to individuals whether they are associated with independent sales agencies or regularly employed by OREXIGEN (and/or SUBLICENSEES, as the case may be) and on its payroll, or for cost of collections. LICENSED PRODUCTS shall be considered “sold” when the consideration for provision thereof is received by OREXIGEN (and/or SUBLICENSEES, as the case may be). LICENSED PRODUCTS, LICENSED SERVICES, and LICENSED SERVICES used by OREXIGEN (and/or SUBLICENSEES, as the case may be) for its own use in the FIELD (and not in connection with the sale to THIRD PARTIES) shall be considered to be “NET SALES” for purposes of computing royalty obligations, except to the extent that such LICENSED PRODUCTS and/or LICENSED SERVICES are used for clinical field trials or for OREXIGEN’s own internal non-commercial research (and/or SUBLICENSEES, as the case may be).
 
      Except as provided below, if a LICENSED PRODUCT, LICENSED PROCESS or LICENSED SERVICE is sold in combination with another active component or components, the NET SALES PRICE, for purposes of determining royalties on the combination, will be calculated by multiplying the NET SALES PRICE of the combination by the fraction A/(A+B), where A is the invoice price of the LICENSED PRODUCT, LICENSED PROCESS or LICENSED SERVICE if sold separately and B is the total invoice price of any other active component or components in the combination if sold separately. If the LICENSED PRODUCT, LICENSED PROCESS or LICENSED SERVICE and the other active component or components in the combination are not sold separately, the NET SALES PRICE, for purposes of determining royalties on the combination, will be calculated by multiplying the NET SALES PRICE of the combination by the fraction C/(C+D), where C is the actual manufacturing cost of the LICENSED PRODUCT, LICENSED PROCESS or LICENSED SERVICE and D is the total actual manufacturing cost any other active component(s) included in the combination. Cost of manufacturing or provision of services for the purposes of this paragraph will be determined in accordance with generally accepted accounting principles.
 
  1.09   “NON-OBESITY NET SALES” shall mean NET SALES from any NON-OBESITY PRODUCT.
 
  1.10   “NON-OBESITY PRODUCTS” shall mean any LICENSED PRODUCT, LICENSED PROCESS or LICENSED SERVICE used for the treatment of any indication other than obesity.

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