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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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      were incurred under this AGREEMENT prior to and as of the effective date of any expiration or termination.
 
  10.09   CEASE COMMERCIAL USE ON TERMINATION. On or before the effective date of any expiration or termination of this AGREEMENT, CYPRESS shall cease the manufacture, use, practice, lease, and sale, offering, distribution, and other commercialization of LICENSED PRODUCTS provided, however, that nothing herein will in any way limit or restrict CYPRESS and SUBLICENSEES from manufacturing, using, practicing, leasing, and selling, offering for sale, distributing, and otherwise commercializing LICENSED PRODUCTS after any expiration or termination of this AGREEMENT if such activities would not infringe any issued patent within 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 or would otherwise involve the misappropriation of any trade secrets within the OREXIGEN INTELLECTUAL PROPERTY RIGHTS.
 
  10.10   RETURN OF MATERIALS. Within thirty (30) days of any expiration or termination of this AGREEMENT, CYPRESS shall (i) return to OREXIGEN or destroy, as directed by OREXIGEN, all information, data, and any relevant materials provided to CYPRESS during the term of this AGREEMENT and (ii) destroy all LICENSED PRODUCTS in a safe and legal manner, except to the extent continued commercialization of LICENSED PRODUCTS is permitted under Section 10.09. Further, if applicable, CYPRESS shall provide OREXIGEN with a written statement signed by an authorized representative of CYPRESS. certifying the destruction of all LICENSED PRODUCTS in a safe and legal manner, as well as the destruction of said information data, and relevant materials if such instructions for destruction are given by OREXIGEN.
ARTICLE 11 – CONFIDENTIALITY
  11.01   CONFIDENTIAL INFORMATION. OREXIGEN and CYPRESS each agree to treat any proprietary information disclosed to it by the other party under this AGREEMENT (“CONFIDENTIAL INFORMATION”) as confidential and to avoid disclosure of such information to any other person, firm or corporation, except to AFFILIATES bound by the obligations of confidentiality and restricted use set forth in this Article 11, and either party shall be liable for unauthorized disclosure or failure to exercise such reasonable care. Further, the receiving party will not use the disclosing party’s CONFIDENTIAL INFORMATION’ other than for the benefit of the parties hereto and relating to this AGREEMENT. These obligations of non-disclosure and restricted use shall remain effect for the term of this AGREEMENT and a period of time of [***] ([***]) years thereafter, CONFIDENTIAL INFORMATION shall not include any information that the receiving party can prove by competent written evidence:
  (a)   is already known to the receiving party at the time of the disclosure;
 
***   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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