|OREXIGEN THERAPEUTICS, INC. filed this Form S-1/A on 04/09/2007|
[***] from the due date of such payment until paid. The payment of such interest and late
fees shall not foreclose OREXIGEN from exercising any other rights it may have as a
consequence of the lateness of any payment.
||NO MULTIPLE ROYALTIES. No multiple royalties on NET SALES shall be
payable to OREXIGEN on a single LICENSED PRODUCT because its manufacture; use, lease,
sale or practice are or shall be covered by more than one of the OREXIGEN PATENT
RIGHTS. In addition, no royalty on NET SALES shall be payable to OREXIGEN with respect
to any LICENSED PROCESS or LICENSED SERVICE to the extent a royalty on NET SALES is
paid to OREXIGEN with respect to a LICENSED PRODUCT used in or resulting from such
LICENSED PRODESS or LICENSED SERVICE.
||METHOD OF PAYMENT. All payments due to OREXIGEN under this AGREEMENT
shall be paid in United States Dollars in Princeton, New Jersey, or at such place as
OREXIGEN may reasonably designate consistent with the laws and regulations controlling
in any foreign country. If any currency conversion shall be required in connection
with such payments due hereunder, such conversion shall be made by using the exchange
rate prevailing at Bank of America (N.A.) (or its successor, as the case may be) on the
last business day of the reporting period to which such payments relate. If payments
are made by wire, electronic or other transfer form for which a fee is charged
(PAYMENT TRANSFER FEES), CYPRESS (and/or appertaining SUBLICENSEES, as the
case may be) shall be responsible for the full amount of such fees and shall promptly
reimburse OREXIGEN for OREXIGENs payment of such reasonable PAYMENT TRANSFER FEES
within thirty (30) days of invoice of the same from OREXIGEN. OREXIGEN shall be
responsible for making all payments required of OREXIGEN under the DUKE AGREEMENT.
ARTICLE 4 COLLABORATIVE WORK/DUE DILIGENCE REQUIREMENTS
||COLLABORATIVE WORK. CYPRESS and OREXIGEN shall collaborate in the
development of LICENSED PRODUCTS through assistance to be provided by OREXIGEN as
outlined on APPENDIX B and referred to herein as the COLLABORATIVE WORK PLAN,
which shall include the PRE-CLINICAL STUDIES and CLINICAL STRATEGY ASSISTANCE (the
COLLABORATIVE WORK). The COLLABORATIVE WORK PLAN shall be updated by mutual
agreement of OREXIGEN and CYPRESS within thirty (30) days of the date of this
AGREEMENT. CYPRESS shall have final decision-making authority with regard to
development and commercialization of LICENSED PRODUCTS, including, without limitation,
whether to develop any LICENSED PRODUCTS for depression. OREXIGEN shall make all
PRE-COLLABORATION OREXIGEN INTELLECTUAL PROPERTY and COLLABORATION OREXIGEN
INTELLECTUAL PROPERTY available for review by CYPRESS.
||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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