|OREXIGEN THERAPEUTICS, INC. filed this Form S-1/A on 04/09/2007|
||this Section 6.01(a) shall be made by OREXIGEN, subject to the approval of
DANTE which approval shall not be unreasonably withheld or delayed.
OREXIGENs obligations under this Section 6.01(a) shall include, without
limitation, an obligation to inform DANTE in a timely manner (no less than
[***] ([***]) days prior to the appertaining filing deadlines) that OREXIGEN
will not pursue patents in any non-US country so that DANTE may pursue such
patents if it so desires in which case from the date of such filing of such
patent applications by DANTE shall not be considered PATENT RIGHTS and
OREXIGEN shall be deemed to have forfeited all rights under this AGREEMENT
to such patent applications and resulting patents. (APPENDIX A shall be
deemed to be so amended.) For avoidance of doubt, it is understood that
OREXIGEN shall assume direct and full responsibility for payment of expenses
it incurs as a result of his assumption of responsibility for prosecution of
PATENT RIGHTS under this Section 6.01(a).
||During the term of this AGREEMENT, payment of all PATENT RIGHTS
EXPENSES shall be the responsibility of OREXIGEN, whether such fees and costs
were incurred before or after the EFFECTIVE DATE of this AGREEMENT.
Notwithstanding anything to the contrary in this AGREEMENT, except as OREXIGEN
declines interest in non-US patent pursuit, OREXIGEN shall be responsible for
all PATENT RIGHTS EXPENSES associated with the preparation and filing of the
PCT application(s) contained within the PATENT RIGHTS as well as all PATENT
RIGHTS EXPENSES associated with pursuit and maintenance of the PATENT RIGHTS.
Within thirty (30) days of the EFFECTIVE DATE of this AGREEMENT, OREXIGEN
agrees to reimburse DANTE for PATENT RIGHTS EXPENSES (not to exceed forty
thousand dollars ($40,000)) which were incurred by DANTE, and for which
attorney invoices were received and processed by DANTE, before the EFFECTIVE
||If OREXIGEN decides to discontinue the financial support of the
prosecution or maintenance of a subject PATENT APPLICATION or patent falling
within the scope of PATENT RIGHTS, OREXIGEN will give DANTE timely written
notice at least two (2) months in advance of the effective date of
OREXIGENs decision and DANTE will be free to continue prosecution or
maintain any such application(s)/patents, and to maintain any protection
issuing thereon in the U.S. and in any foreign country at DANTEs sole
expense. In such instances, from the date of DANTEs receipt of such
written notice from OREXIGEN, such patent and/or DANTE PATENT APPLICATION
shall no longer be considered to fall within the definition of PATENT RIGHTS
(APPENDIX A shall be deemed to be so amended) and OREXIGEN shall forfeit all
rights under this AGREEMENT to the subject issued patent(s) and/or subject
||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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