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SEC Filings

S-1/A
OREXIGEN THERAPEUTICS, INC. filed this Form S-1/A on 04/09/2007
Entire Document
 
 

ARTICLE 7 – INFRINGEMENT OF THIRD-PARTY RIGHTS
  7.01   COUNSEL/DEFENSE/SETTLEMENT. In the event that OREXIGEN or CYPRESS is charged with infringement of a patent by a THIRD PARTY as a result of activities pursuant to this AGREEMENT, such party shall promptly notify the other in writing of any such allegation by such THIRD PARTY. CYPRESS shall have the sole right to control any defense of any such claim involving alleged infringement of THIRD PARTY patents by CYPRESS’s activities at its own expense (subject to Section 3.01(b)) and by counsel of its own choice, and OREXIGEN shall have the right, at its own expense, to be represented in any such action by counsel of its own choice. OREXIGEN shall have the sole right to control any defense of any such claim involving alleged infringement of THIRD PARTY patents by OREXIGEN’s activities at its own expense and by counsel of its own choice, and CYPRESS shall have the right, at its own expense, to be represented in any such action by counsel of its own choice. Neither party shall have the right to settle any patent infringement litigation under this Section 7.01 relating to any OREXIGEN PATENT RIGHTS in a manner that diminishes the rights or interests of the other party without the written consent of such other party (which shall not be unreasonably withheld).
 
  7.02   ASSISTANCE. Each party will give the other party reasonable assistance, at such other party’s request and expense, in the defense of any such infringement charge or lawsuit under Section 7.01, as may be reasonably required.
ARTICLE 8 – INFRINGEMENT OF PATENT RIGHTS BY THIRD PARTIES
  8.01   NOTICE. Each party to this AGREEMENT is obligated to inform the other promptly in writing of any alleged infringement of which it becomes aware and of any available evidence of infringement by a THIRD PARTY of any patents within the OREXIGEN PATENT RIGHTS.
 
  8.02   CYPRESS RIGHTS. If during the term of this AGREEMENT, CYPRESS becomes aware of any alleged infringement by a THIRD PARTY, CYPRESS shall have the right, but not the obligation, to either:
  (a)   settle the infringement suit by sub-licensing the alleged infringer or by other means; or
 
  (b)   prosecute at its own expense any infringement of the OREXIGEN PATENT RIGHTS. In the event CYPRESS prosecutes such infringement of OREXIGEN PATENT RIGHTS, CYPRESS may use the name of OREXIGEN as a party plaintiff in any such suit without expense to CYPRESS, and, if any such suit involves OREXIGEN PATENT RIGHTS which are owned or co-owned by Duke University, CYPRESS may, for such purposes, request to use the name of Duke University as party plaintiff. In the event CYPRESS brings an infringement action, OREXIGEN shall cooperate fully, including if required to bring such

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