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SEC Filings

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

      invalid or unenforceable by a decision of a court or other governmental agency of competent jurisdiction and that has not been dedicated to the public or admitted to be invalid or unenforceable through reissue, disclaimer or otherwise, or (ii) a claim of a pending patent application within the OREXIGEN PATENT RIGHTS that was filed in good faith, has not been pending for more than [***]([***]) years, and which has not been abandoned or finally disallowed without the possibility of appeal or refiling of such application contained in the OREXIGEN PATENT RIGHTS in the country in which any such product or part thereof is made, used or sold.
 
  1.50   Where appropriate, words denoting a singular number only shall include the plural and vice versa.
 
  1.51   Certain other defined terms shall have the meanings given them elsewhere in this AGREEMENT.
ARTICLE 2 – OPTION/LICENSE/SUBLICENSES
  2.01   LICENSE. OREXIGEN hereby grants to CYPRESS and CYPRESS hereby accepts from OREXIGEN, subject to the terms, conditions and restrictions of this AGREEMENT, the exclusive, worldwide right and sublicenseable license (or, in the case of the DUKE PATENT RIGHTS, sublicense) under the OREXIGEN INTELLECTUAL PROPERTY RIGHTS, until the end of the term for which the OREXIGEN PATENT RIGHTS are granted, unless this AGREEMENT shall be sooner terminated according to the terms hereinafter provided to:
  (a)   develop, make, have made, import, use, lease, offer for sale, sell, and distribute LICENSED PRODUCTS;
 
  (b)   develop, make, have made, import, use, lease, offer for sale, sell, and distribute LICENSED PROCESSES;
 
  (c)   develop, make, have made, perform, provide, import, use, lease, offer for sale, sell, and distribute LICENSED SERVICES; and/or
 
  (d)   practice and use the OREXIGEN INTELLECTUAL PROPERTY RIGHTS, other than OREXIGEN PATENT RIGHTS, and to use the OREXIGEN MATERIALS, insofar as such practice and use is required to carry out the activities under subsections (a)-(c) above.
  2.02   LICENSE RESTRICTIONS.
  (a)   The LICENSE shall be limited to the FIELD and the TERRITORY.
 
  (b)   CYPRESS agrees not to develop, market or sell, directly or indirectly, a LICENSED PRODUCT under the OREXIGEN INTELLECTUAL PROPERTY RIGHTS that is a combination of [***].
 
***   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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