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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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      by the other party as defined by law, that party agrees to be joined in such suit.
 
  (d)   Reporting Inventions. The parties agree to use reasonable efforts to report inventions conceived and/or reduced to practice that are within the scope of the COLLABORATION JOINT INTELLECTUAL PROPERTY or COLLABORATION OREXIGEN INTELLECTUAL PROPERTY described in this Article 4 within thirty (30) days of their identification thereof.
  4.05   CYPRESS DUE DILIGENCE. CYPRESS shall use commercially reasonable efforts to bring LICENSED PRODUCTS to market and, if LICENSED PRODUCTS receive marketing approval, to continue marketing efforts for LICENSED PRODUCTS during the term of this AGREEMENT.
 
  4.06   CYPRESS REPORTS. During the term of this AGREEMENT, CYPRESS will submit [***] progress reports to OREXIGEN as set forth in Section 5.02. OREXIGEN shall have the right to request [***]([***]) [***] to discuss such information with representatives of CYPRESS at mutually acceptable times and places. Each party will bear its own travel and living expenses incident thereto.
ARTICLE 5 – REPORTS AND RECORDS
  5.01   ACCOUNTING RECORDS. CYPRESS shall keep full, true and accurate books of accounts and other records containing all particulars which may be necessary to properly ascertain and verify the amounts payable to OREXIGEN hereunder and shall require SUBLICENSEES, as the case may be, to do the same. Said books of account shall be kept at CYPRESS’s (and/or SUBLICENSEES’) principal place of business or the principal place of business of the appropriate division of CYPRESS (and/or SUBLICENSEE) to which this AGREEMENT relates. Said books and the supporting data shall be open at all reasonable times for [***]([***]) years following the end of the calendar year to which they pertain, to the inspection of OREXIGEN or its agents for the purpose of verifying the CYPRESS’s (and/or SUBLICENSEE’s) royalty statement or compliance in other respects with this AGREEMENT. Should such inspection lead to the discovery of a greater than [***] percent ([***]%) discrepancy in reporting, CYPRESS agrees to pay the full cost of such inspection in addition to any amounts due to OREXIGEN, such amounts to be subject to the provisions of Section 3.03.
 
  5.02   STATUS REPORTS. CYPRESS shall report the status of development of each LICENSED PRODUCT [***] to OREXIGEN by [***]. Such report shall include descriptions of CYPRESS’s (and/or SUBLICENSEES’) plans and commercially reasonable estimated timeframes for testing, development, governmental approvals and marketing/sale of each LICENSED PRODUCT.
 
***   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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