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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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ARTICLE 19 – GOVERNING LAW
  19.01   This AGREEMENT shall be construed as having been entered into in the State of California and shall be interpreted in accordance with and its performance governed by the laws of the State of California. Notwithstanding the foregoing, questions affecting the construction and effect of any patent in OREXIGEN PATENT RIGHTS shall be determined by the law of the country in which the patent was granted.
ARTICLE 20 – ARBITRATION
  20.01   SEVERABILITY OF ARBITRATION TERMS. Each clause of this Article 20 is a distinct and severable clause and if any clause is deemed illegal, void or unenforceable, the validity, legality or enforceability of any other clause or portion of this Article 20 will not be affected thereby.
 
  20.02   ARBITRATION. Any disputes arising between the parties relating to, arising out of or in any way connected with this AGREEMENT or any term or condition hereof, or the performance by either party of its obligations hereunder or thereunder, whether before or after termination of this AGREEMENT (a “DISPUTE”), shall be resolved in accordance with this Article 20. Any DISPUTE will be referred to the Chief Executive Officer of CYPRESS and the Chief Executive Officer of OREXIGEN for resolution. In the event the two Chief Executive Officers are unable to resolve such DISPUTE within thirty (30) days of such DISPUTE being referred to the officers, the DISPUTE (other than any DISPUTE regarding patent matters) shall be finally resolved by binding arbitration as herein provided.
 
  20.03   GENERAL. Except as otherwise provided in this Article 20, any arbitration hereunder shall be conducted under the commercial rules of the American Arbitration Association. Each such arbitration shall be conducted in the English language by a single arbitrator appointed in accordance with such rules, provided that if either party requests the arbitration shall be conducted by a panel of three (3) arbitrators (the “ARBITRATION PANEL”). In the case of three (3) arbitrators, each of CYPRESS and OREXIGEN shall appoint one (1) arbitrator to the Arbitration Panel and the third arbitrator shall be appointed by mutual agreement of the two (2) arbitrators appointed by CYPRESS and OREXIGEN. The ARBITRATION PANEL shall be convened upon delivery of the NOTICE OF ARBITRATION (as herein defined). Any such arbitration shall be held in San Diego, California. The ARBITRATION PANEL shall have the authority to grant specific performance, injunctive relief and to allocate between the parties the costs of arbitration in such equitable manner as it shall determine. Judgment upon the award so rendered may be entered in any court having jurisdiction or application may be made to such court for judicial acceptance of any award and an order of enforcement, as the case may be.

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