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SEC Filings

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

  1.30   NET SALES” means:
  (a)   in the case of LICENSED PRODUCTS, CYPRESS’s (and/or those of SUBLICENSEES, as the case may be) revenues received from sale and/or lease of the subject LICENSED PRODUCTS; and
 
  (b)   in the case of LICENSED PROCESSES, CYPRESS’s (and/or those of SUBLICENSEES, as the case may be) revenues received from sale and/or lease of the subject LICENSED PROCESSES; and
 
  (c)   in the case of LICENSED SERVICES, revenue received by CYPRESS (and/or SUBLICENSEES, as the case may be) for provision of the subject LICENSED SERVICE to a THIRD PARTY
      and each of (a), (b) and (c), above shall be less the sum of the following:
  (w)   discounts allowed in amounts customary in the trade;
 
  (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 CYPRESS (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 CYPRESS (and/or SUBLICENSEES, as the case may be). LICENSED PRODUCTS and LICENSED SERVICES used by CYPRESS (and/or SUBLICENSEES, as the case may be) for clinical field trials, provided as free-of-charge samples for distribution to customers or end users, or for CYPRESS’s own internal non-commercial research (and/or SUBLICENSEES, as the case may be) shall not be included in NET SALES.
 
      Except as provided below, if a LICENSED PRODUCT is sold in combination with another active component or components not otherwise claimed in the OREXIGEN PATENT RIGHTS and CYPRESS does not pay a royalty for such component that will result in a reduced RUNNING ROYALTY pursuant to Section 3.01(b), then the NET SALES, for purposes of determining royalties on the combination, will be calculated by multiplying the NET SALES 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

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