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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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ARTICLE 4 – DUE DILIGENCE REQUIREMENTS
  4.01   No multiple royalties on NET SALES shall be payable to DANTE on a single LICENSED PRODUCT because its manufacture, use, lease, sale or practice are or shall be covered by more than one of the PATENT RIGHTS and/or OREXIGEN PATENT RIGHTS.
 
  4.02   OREXIGEN shall use commercially reasonable efforts to bring LICENSED PRODUCTS to market through a thorough, vigorous and diligent program for exploitation of the PATENT RIGHTS and OREXIGEN PATENT RIGHTS, and to continue active, diligent marketing efforts for LICENSED PRODUCTS throughout the life of this AGREEMENT.
 
  4.03   During the term of this AGREEMENT, OREXIGEN will submit [***] progress reports to DANTE as set forth in Section 5.02. DANTE shall have the right to request [***] ([***]) [***] to discuss such information with representatives of OREXIGEN at OREXIGEN’S offices. As part of exercising such commercially reasonable efforts, OREXIGEN will consider filing an NDA for LICENSED PRODUCTS, provided that such a filing is appropriate, given the medical effectiveness of the particular LICENSED PRODUCT, the market opportunity therefor, competitive conditions, time to approval, cost of conducting reasonably anticipatory clinical trials and other commercially reasonable factors.
ARTICLE 5 – REPORTS AND RECORDS
  5.01   OREXIGEN shall keep full, true and accurate books of accounts and other records containing all particulars which may be necessary to properly ascertain and verify the amounts payable to DANTE hereunder and shall require SUBLICENSEES, as the case may be, to do the same. Said books of account shall be kept at OREXIGEN’s (and/or SUBLICENSEES’) principal place of business or the principal place of business of the appropriate division of OREXIGEN (and/or SUBLICENSEE) to which this AGREEMENT relates. Said books and the supporting data shall be open at all reasonable times for [***] ([***]) years following the end of the calendar year to which they pertain, to the inspection of DANTE or its agents for the purpose of verifying the OREXIGEN’s (and/or SUBLICENSEE’s) royalty statement or compliance in other respects with this AGREEMENT. Should such inspection lead to the discovery of a greater than [***] percent ([***]%) discrepancy in reporting, OREXIGEN agrees to pay the full cost of such inspection in addition to any amounts due to DANTE.
 
  5.02   OREXIGEN shall report the status of development of each LICENSED PRODUCT [***] to DANTE by [***]. Such report shall include descriptions of OREXIGEN’s (and/or SUBLICENSEES’s plans and commercially reasonable estimated timeframes for testing, development, governmental approvals and marketing/sale of each LICENSED PRODUCT.
 
***   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.

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