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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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      RIGHTS under the LICENSE. However, the foregoing indemnity shall not apply to CLAIMS to the extent that they (x) are caused by the gross negligence or willful misconduct of any CYPRESS INDEMNITEES, (y) are caused by a MATERIAL BREACH of this AGREEMENT by CYPRESS, and/or (z) with respect to the indemnity in clause (b), pertain to any other causes of action, including charges of infringement of a patent not related to the patent applications referenced in clause (b).
 
  14.03   INSURANCE. CYPRESS will purchase and maintain in effect, at its sole expense, with reputable insurance companies, appropriate insurance policies, including, but not limited to a policy of product liability insurance and a policy of general liability insurance, in such amounts as is reasonably sufficient and commercially reasonable to protect against its liability under Section 14.01 above. Further, CYPRESS will require that every SUBLICENSEE, purchase and maintain in effect, at its sole expense, with reputable insurance companies, appropriate insurance policies, including, but not limited to a policy of product liability insurance and a policy of general liability insurance, in such amounts as is reasonably sufficient and commercially reasonable to protect against their respective liability as regards Section 14.01 above. It is understood and agreed that CYPRESS and/or SUBLICENSEES (as the case may be) shall not be required to possess product liability insurance under this Section 14.03 until the first of the following to occur as regards CYPRESS and/or appertaining SUBLICENSEES (i) commencement of clinical trials of LICENSED PRODUCTS; or (ii) commencement of sale, lease, or provision of LICENSED PRODUCTS (including, but not limited to provision of LICENSED SERVICES in connection with a clinical trial). OREXIGEN shall have the right to ascertain from time to time that any required coverage under this Section 14.03 exists, such right to be exercised by OREXIGEN in a reasonable manner. OREXIGEN will purchase and maintain in effect, at its sole expense, with reputable insurance companies, appropriate insurance policies in such amounts as is reasonably sufficient and commercially reasonable to protect against its liability under Section 14.02 above. CYPRESS shall have the right to ascertain from time to time that any required coverage under this Section 14.03 exists, such right to be exercised by CYPRESS in a reasonable manner.
 
  14.04   NO WARRANTIES. EXCEPT AS PROVIDED IN SECTIONS 14.02 AND 14.05, OREXIGEN MAKES NO REPRESENTATIONS NOR EXTENDS ANY WARRANTIES OF ANY KIND. IN PARTICULAR, THERE ARE NO EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR THAT THE USE OF THE OREXIGEN PATENT RIGHTS DOES NOT INFRINGE ANY PATENT, COPYRIGHT, TRADEMARK OR OTHER RIGHTS. IN ADDITION, NOTHING IN THIS AGREEMENT SHALL BE DEEMED TO BE A REPRESENTATION OR WARRANTY BY OREXIGEN OF THE VALIDITY OF ANY OF THE OREXIGEN PATENT RIGHTS OR THE ACCURACY, SAFETY, EFFICACY, OR USEFULNESS, FOR ANY PURPOSE, OF THE OREXIGEN PATENT RIGHTS. OREXIGEN SHALL HAVE NO

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