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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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ARTICLE 3 – LICENSE FEE, ROYALTIES AND OTHER FEES
  3.01   COMPENSATION TO OREXIGEN. In consideration of the right granted to CYPRESS pursuant to this AGREEMENT by OREXIGEN, and the performance of the services by OREXIGEN as specified in Section 4.02, and further subject to the terms and conditions of this AGREEMENT, CYPRESS agrees to pay OREXIGEN as follows:
  (a)   Upfront Payments. CYPRESS shall make payments to OREXIGEN as follows:
  (i)   the sum of One Million Dollars ($1,000,000) at the time of execution of this AGREEMENT, which shall include support for activities of OREXIGEN under the COLLABORATIVE WORK PLAN; and
 
  (ii)   the sum of Five Hundred Thousand Dollars ($500,000) on the earlier of February 1, 2005 or the OPTION EXERCISE DATE.
  (b)   Royalty on NET SALES of LICENSED PRODUCTS. At the times and in the manner set forth hereinafter, CYPRESS shall pay to OREXIGEN a non-refundable running royalty on NET SALES of LICENSED PRODUCTS (hereinafter such running royalty referred to as the “RUNNING ROYALTY”), based on the level of NET SALES during any calendar year, as follows:
     
Royalty    
Rate   Annual NET SALES Levels
[***]
  [***]
[***]
  [***]
[***]
  [***]
[***]
  [***]
      The applicable RUNNING ROYALTY rate for a particular NET SALES level shall apply only to such NET SALES level. Therefore, as an example, if NET SALES for a particular calendar year were $400 million, [***].
 
***   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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