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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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      Notwithstanding the foregoing, if (a) CYPRESS (and/or appertaining SUBLICENSEES, as the case may be) obtains from any THIRD PARTY any licenses and/or sublicenses for patent rights in order to practice OREXIGEN PATENT RIGHTS in the FIELD or in order to develop, make, have made, use, import, offer for sale, sell, import, export or provide LICENSED PRODUCTS (including, without limitation, as a result of any claim referred to in subsection (b)), or (b) any claim is made against CYPRESS (and/or appertaining SUBLICENSEES, as the case may be) alleging that the practice of the OREXIGEN PATENT RIGHTS in the FIELD infringes any THIRD PARTY patent, then CYPRESS (and/or appertaining SUBLICENSEES, as the case may be) shall be entitled to credit, in the case of subsection (a), any payment by CYPRESS (and/or appertaining SUBLICENSEES, as the case may be) of additional running royalties to such THIRD PARTY(ies), if any, on LICENSED PRODUCTS, and, in the case of subsection (b), fifty percent (50%) of any reasonable costs and expenses (including, without limitation, attorneys’ fees, but excluding any judgments or any settlements in connection with such claims) incurred by CYPRESS (and/or appertaining SUBLICENSEES, as the case may be) in connection with any such infringement claim against the RUNNING ROYALTY for the subject LICENSED PRODUCTS, in the appertaining country(ies) during the appertaining time period, provided that in no event shall the amount otherwise payable to OREXIGEN as RUNNING ROYALTY be reduced to less than [***] percent ([***]%) of NET SALES for the subject LICENSED PRODUCTS in the appertaining country(ies) during the appertaining time period; provided further that, in the case of subsection (b), any amounts that would have been credited in any period, but are not credited due to the [***] percent ([***]%) limitation, shall be carried forward to the following periods until all such amounts have been credited against the RUNNING ROYALTY for the subject LICENSED PRODUCTS.
 
      Without limiting the credit available above, in the case of RUNNING ROYALTIES payable by CYPRESS for NET SALES by any SUBLICENSEE, the RUNNING ROYALTY payable by CYPRESS shall not exceed [***] percent ([***]%) of royalties received by CYPRESS from such SUBLICENSEE (net of any payment on such royalties that CYPRESS is obligated to pay to THIRD PARTIES with respect to LICENSED PRODUCTS) but in no event will be lower than [***] percent ([***]%) of such NET SALES by such SUBLICENSEE.
 
      The RUNNING ROYALTIES shall be payable on a LICENSED PRODUCT by LICENSED PRODUCT and country by country basis from the date of first commercial sale of a given, LICENSED PRODUCT in a given country until, the expiration of the last to expire of the OREXIGEN PATENT RIGHTS containing a VALID CLAIM that, absent assignment or license, would be infringed by the manufacture, use or sale of such LICENSED PRODUCT in such country.
  (c)   Milestone Payments. CYPRESS (and/or appertaining SUBLICENSEES, as the case may be) shall pay OREXIGEN the following one-time, noncreditable, non-refundable payments within [***]([***]) days of the first
 
***   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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