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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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      OREXIGEN and DANTE, with DANTE receiving seventy-five percent (75%) and OREXIGEN receiving twenty-five percent (25%).
  8.05   In any infringement suit instituted by either party to enforce the PATENT RIGHTS, the other party hereto shall, at the request and expense of the party initiating such suit, reasonably cooperate in all respects and, to the extent reasonably possible, have its employees testify when requested and make available relevant records, papers, information, samples, specimens, and the like.
 
  8.06   OREXIGEN has the sole right in accordance with the terms and conditions herein to sublicense any LICENSED PRODUCT to an alleged infringer under the PATENT RIGHTS in the TERRITORY in order to avoid infringement in the future.
 
  8.07   Any of the foregoing notwithstanding, if at any time during the term of this AGREEMENT any of the PATENT RIGHTS are held invalid or unenforceable in a decision which is not appealable or is not appealed within the time allowed, OREXIGEN shall have no further obligations to DANTE with respect to its future use or sale of any LICENSED PRODUCT, LICENSED PROCESS, and/or LICENSED SERVICE covered solely by such PATENT RIGHTS, including the obligation of paying royalties. For avoidance of doubt it is understood and agreed that in such event, OREXIGEN shall not have any damage claim or any claim for refund or reimbursement against DANTE for any amounts previously paid to DANTE under this AGREEMENT, including, but not limited to, the payment of DANTE STOCK.
ARTICLE 9 – GOVERNMENT CLEARANCE, PUBLICATION
  9.01   Insofar as such clearance is required, OREXIGEN agrees to use its best efforts to have the LICENSED PRODUCTS cleared for marketing in those countries in which OREXIGEN intends to sell LICENSED PRODUCTS by the responsible government agencies requiring such clearance. To accomplish said clearances at the earliest possible date, OREXIGEN agrees to file or have filed any necessary data with said government agencies as quickly as commercially reasonable. Should this AGREEMENT terminate in accordance with Section 10.02, 10.03, or 10.04, LICENSEE shall, within [***] ([***]) days following such termination and at its own expense, assign to DANTE its full interest and title in and full documentation of (i) all market clearance applications (including all data relating thereto) which relate to LICENSED PRODUCTS, LICENSED PROCESSES, and/or LICENSED SERVICES and (ii) all data that could relate to market clearance applications for LICENSED PRODUCTS, LICENSED PROCESSES, and/or LICENSED SERVICES, including, but not limited to, all in vitro and in vivo pre-clinical data, pharmacology data, toxicology data, human data and the like. Notwithstanding anything to the contrary in this AGREEMENT, effective upon receipt of such information, data, etc. by DANTE, such information shall not be considered the confidential information of OREXIGEN under Article 11 but instead shall henceforth be considered the confidential information of DANTE
 
***   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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