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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 10 – DURATION AND TERMINATION
  10.01   EFFECTIVE DATE. This AGREEMENT shall become effective upon the EFFECTIVE DATE, and unless sooner terminated in accordance with any of the provisions herein, shall remain in full force and effect for the life of the last-to-expire of the patents included in the OREXIGEN PATENT RIGHTS containing a VALID CLAIM that, absent assignment or license, would be infringed by the manufacture, use or sale of such LICENSED PRODUCT.
 
  10.02   AUTOMATIC TERMINATION; NO OPTION EXERCISE. This AGREEMENT shall terminate automatically if CYPRESS does not exercise the OPTION during the OPTION TERM.
 
  10.03   CYPRESS VOLUNTARY TERMINATION.
  (a)   CYPRESS may terminate this AGREEMENT at any time and for any reason by giving OREXIGEN written notice at least three (3) months prior to the effective date of such termination. It is understood that CYPRESS shall remain responsible for the timely payment of all amounts due OREXIGEN under this AGREEMENT through the effective date of the termination.
 
  (b)   CYPRESS may terminate this AGREEMENT at any time by giving written notice to OREXIGEN in the event there is an unfavorable judgment against OREXIGEN or other party relating to the DUKE PATENT RIGHTS at the trial court or the patent office in an interference.
  10.04   TERMINATION DUE TO FRAUD, ETC. Either party may immediately terminate this AGREEMENT for fraud, willful misconduct, or illegal conduct of the other party, in all such cases with respect to the subject matter of this AGREEMENT, upon written notice of same to that other party.
 
  10.05   TERMINATION DUE TO BREACH. If either party fails to fulfill any of its material obligations under this AGREEMENT (including, but not limited to, lack of payment, but excluding termination under Section 10.02) (a “MATERIAL BREACH”), the non-breaching party may terminate this AGREEMENT, following written notice to the breaching party, as provided below. Such notice must contain a full description of the event or occurrence constituting a MATERIAL BREACH of the AGREEMENT. If (a) the party receiving notice of the MATERIAL BREACH does not cure that MATERIAL BREACH within ninety (90) days (thirty (30) days with regard to payment obligations) of receipt of .notice, the termination will be effective as of the ninety first (91st) day (thirty-first (31st) day with regard to payment obligations) after receipt of notice or (b) if such MATERIAL BREACH is not susceptible of cure within such ninety (90) day period (thirty (30) day period with respect to payment obligations), such party has not taken appropriate steps to commence such cure during such ninety (90) day period (thirty (30) day period with respect to payment obligations) and continued

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