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SEC Filings

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

      and make available relevant records, papers, information, samples, specimens, and the like.
 
  8.06   FUTURE INFRINGEMENT. CYPRESS has the sole right in accordance with the terms and conditions herein, subject to the approval rights of Duke University with respect to DUKE PATENT RIGHTS, to SUBLICENSE any LICENSED PRODUCT to an alleged infringer under the OREXIGEN PATENT RIGHTS in the TERRITORY in order to avoid infringement in the future.
 
  8.07   SETTLEMENT. Neither party shall have the right to settle any patent infringement litigation under this Article 8 relating to any OREXIGEN PATENT RIGHTS exclusively licensed to CYPRESS hereunder without the prior written consent of such other party.
 
  8.08   PATENT INVALIDITY. Any of the foregoing notwithstanding, if at any time during the term of this AGREEMENT any of the OREXIGEN PATENT RIGHTS are held invalid or unenforceable in a decision which is not appealable or is not appealed within the time allowed, CYPRESS shall have no further obligations to OREXIGEN with respect to its future use or sale of any LICENSED PRODUCT covered solely by such OREXIGEN PATENT RIGHTS, including the obligation of paying royalties.
ARTICLE 9 – GOVERNMENT CLEARANCE, PUBLICATION, EXPORT
  9.01   GOVERNMENT APPROVALS. Insofar as such clearance is required, CYPRESS agrees to use commercially reasonable efforts to have the LICENSED PRODUCTS cleared for marketing in those countries in which CYPRESS intends to sell LICENSED PRODUCTS by the responsible government agencies requiring such clearance. To accomplish said clearances at the earliest possible date, CYPRESS agrees to file or have filed any necessary data with said government agencies as quickly as commercially reasonable.
 
  9.02   EXPORT RESTRICTIONS. This AGREEMENT is subject to all of the United States laws and regulations controlling the export of technical data, computer software, laboratory prototypes and other commodities and technology. It is understood that the parties are subject to United States laws and regulations controlling the export of technical data, computer software, laboratory prototypes and other commodities (including the Arms Export Control Act, as amended and the Export Administration Act of 1979), and that its obligations hereunder are contingent on compliance with applicable United States export laws and regulations. The transfer of certain technical data and commodities by CYPRESS may require a license from the cognizant agency of the United States Government and/or written assurances by CYPRESS that CYPRESS shall not export data or commodities to certain foreign countries without prior approval of such agency. OREXIGEN neither represents that a license shall not be required nor that, if required, it shall be issued.

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