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S-1/A
OREXIGEN THERAPEUTICS, INC. filed this Form S-1/A on 04/09/2007
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  4.02   PRE-CLINICAL STUDIES. Under the COLLABORATIVE WORK PLAN, OREXIGEN, through [***] (a consultant of OREXIGEN), shall conduct pre-clinical studies (the “PRE-CLINICAL STUDIES”) at [***]. The PRE-CLINICAL STUDIES shall include:
  (a)   [***]; and
 
  (b)   [***].
      The parties recognize that, taking into account the uncertainties of drug development, it may be necessary, from time to time, to amend the objectives of the COLLABORATIVE WORK PLAN and/or extend the delivery date of the data from PRE-CLINICAL STUDIES. CYPRESS hereby agrees to accept any reasonable proposals to amend the scope of the COLLABORATIVE WORK PLAN in light of OREXIGEN’S experience in conducting the PRE-CLINICAL STUDIES, provided that such amendments, in the aggregate, shall not result in an extension of completion of the PRE-CLINICAL STUDIES by more than [***]([***]) days. The PRE-CLINICAL STUDIES shall be deemed completed when OREXIGEN delivers to CYPRESS data which satisfies all requirements and objectives established in the COLLABORATIVE WORK PLAN. Any extension of the completion of the PRE-CLINICAL STUDIES beyond [***]([***]) days shall extend the OPTION EXERCISE DEADLINE by the extent to which such extension exceeds [***]([***])[***].
 
  4.03   CLINICAL STRATEGY ASSISTANCE. OREXIGEN shall assist CYPRESS in its strategy with, respect to the planned proof of concept trials (the “CLINICAL STRATEGY ASSISTANCE”), as described in the COLLABORATIVE WORK PLAN. CYPRESS will have responsibility and sole decision making authority with respect to all clinical trials for LICENSED PRODUCTS, including, without limitation, the planned proof of concept trials, and all regulatory and other matters relating to the LICENSED PRODUCTS.
 
  4.04   OWNERSHIP OF INTELLECTUAL PROPERTY.
  (a)   PRE-COLLABORATION CYPRESS INTELLECTUAL PROPERTY and COLLABORATION CYPRESS INTELLECTUAL PROPERTY. All rights and title to PRE-COLLABORATION CYPRESS INTELLECTUAL PROPERTY will belong to CYPRESS, and all rights and title to COLLABORATION CYPRESS INTELLECTUAL PROPERTY, whether patentable or copyrightable or not, will belong to CYPRESS.
 
  (b)   PRE-COLLABORATION OREXIGEN INTELLECTUAL PROPERTY and COLLABORATION OREXIGEN INTELLECTUAL PROPERTY.
 
***   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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