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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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      OBLIGATION, EXPRESS OR IMPLIED, TO SUPERVISE, MONITOR, REVIEW OR OTHERWISE ASSUME RESPONSIBILITY FOR THE PRODUCTION, MANUFACTURE, TESTING, MARKETING OR SALE OF ANY LICENSED PRODUCT. (FOR AVOIDANCE OF DOUBT, IT IS UNDERSTOOD AND AGREED THAT ANY SUCH ACTIVITY DESCRIBED IN THE PRECEDING SENTENCE BY ONE OR MORE OF THE OFFICERS, DIRECTORS AND/OR AGENTS OF OREXIGEN SHALL BE DEEMED TO BE OUTSIDE THEIR RESPECTIVE CAPACITY AS AN OFFICER, DIRECTOR, EMPLOYEE AND/OR AGENT, AS THE CASE MAY BE.)
 
  14.05   OREXIGEN REPRESENTATIONS. OREXIGEN makes the following representations and warranties:
  (a)   OREXIGEN is the exclusive licensee under the DUKE AGREEMENT of the INTELLECTUAL PROPERTY in APPENDIX A. OREXIGEN does not own or control any INTELLECTUAL PROPERTY, other than the OREXIGEN INTELLECTUAL PROPERTY RIGHTS, which is necessary or useful for the manufacture, use, sale, offer for sale or import of LICENSED PRODUCTS in the FIELD or for the performance by the parties of the COLLABORATIVE WORK PLAN. OREXIGEN has the full right and power to grant the LICENSE to CYPRESS and to enter into and deliver this AGREEMENT and carry out the provisions hereof and the person executing this AGREEMENT on its behalf has been duly authorized to do so by all requisite action;
 
  (b)   OREXIGEN’s rights in the OREXIGEN INTELLECTUAL PROPERTY is free and clear of any and all liens, claims, licenses, security interests and encumbrances (other than the DUKE AGREEMENT), and there are no actions or proceedings before any court or tribunal (including, without limitation, the U.S. Patent and Trademark Office or comparable authority in other jurisdictions) involving the OREXIGEN PATENT RIGHTS, other than the action by the ELAN PARTIES;
 
  (c)   This AGREEMENT is legally binding upon OREXIGEN, enforceable in accordance with its terms. The execution, delivery and performance of this AGREEMENT by OREXIGEN does not conflict with any agreement, instrument or understanding, oral or written, to which it is a party or by which it may be bound, nor violate any material law or regulation of any court, governmental body or administrative or other agency having jurisdiction over it; and
 
  (d)   OREXIGEN has not, and will not during the term of this AGREEMENT, grant any right to any THIRD PARTY that would conflict with the rights granted to CYPRESS. It has maintained and will maintain and keep in full force and effect all agreements (including but not limited to the DUKE AGREEMENT) and filings (including patent filings) necessary to perform its obligations hereunder.

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