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OREXIGEN THERAPEUTICS, INC. filed this Form S-1/A on 04/09/2007
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  (a)   the production, use, practice, offering, lease, or sale of any LICENSED PRODUCT;
  (b)   the use of the PATENT RIGHTS; or
  (c)   any advertising or other promotional activities with respect to any of the foregoing.
      The provisions of this Section 14.03 shall in no way limit or offset the indemnification provided for in Section 14.04 and shall be superseded in its application by Section 14.04.
  14.04   OREXIGEN has been informed of agreements between DANTE and John S. Nagle (“NAGLE”) regarding ownership of the PATENT RIGHTS. DANTE has informed OREXIGEN that, based on an agreement dated October 23, 2003 between DANTE and NAGLE, and a payment by DANTE to NAGLE, DANTE is the sole owner of the PATENT RIGHTS. This Section 14.04 governs the rights and responsibilities of the parties relative to such matter.
  (a)   In the event of any actual or threatened litigation involving OREXIGEN or DANTE in which NAGLE (or any third party claiming rights from NAGLE) claims an ownership interest in, or a license or other right to, the PATENT RIGHTS (the “NAGLE LITIGATION”), OREXIGEN hereby agrees to assist DANTE in such matter, as provided in this Section 14.04.
  (b)   [***] shall pay all costs incurred by [***] in pursuing or defending any NAGLE LITIGATION, including, but not limited to, all attorney’s fees, litigation costs incurred by any attorney representing [***], court costs, expert fees, travel costs, copying costs, and other costs related to the NAGLE LITIGATION (hereinafter referred to as “NAGLE EXPENSES”). [***] shall pay the NAGLE EXPENSES if [***] defends an action brought by NAGLE (or any third party claiming rights from NAGLE) that includes a claim of ownership of, or license rights to, the PATENT RIGHTS. [***] shall also pay the NAGLE EXPENSES if DANTE or OREXIGEN brings an action against NAGLE (or any third party claiming rights from NAGLE) so long as in any such action, [***] does not make a claim in addition to ownership of the PATENT RIGHTS. OREXIGEN and DANTE shall consult on litigation strategy, including, but not limited to, the selection of counsel, whether to institute an action and/or the selection of court (including geographic location). The rights and obligations under this Section 14.04 (b) are separate and apart from the rights and obligations stated in Sections 14.04 (c) and 14.04 (d) covering indemnification and hold harmless terms. Any rights or obligations or payments incurred or made under Sections 14.04 (c) and 14.04 (d) shall have no impact on any obligation of [***] to pay NAGLE EXPENSES.
***   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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