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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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  •      In September 2006, we granted to Mr. McKinney an option to purchase 125,000 shares of our common stock at an exercise price of $2.00 per share, vesting over 48 months from October 2006.
 
  •      In September 2006, we granted to Dr. Dunayevich an option to purchase 250,000 shares of our common stock at an exercise price of $2.00 per share, vesting with respect to 25% of the shares subject to the option in August 2007 and monthly thereafter over the following three years.
 
  •      In September 2006, we granted to Dr. Landbloom an option to purchase 250,000 shares of our common stock at an exercise price of $2.00 per share, vesting with respect to 25% of the shares subject to the option in September 2007 and monthly thereafter over the following three years.
 
  •      In September 2006, we granted to Mr. Bymaster an option to purchase 25,000 shares of our common stock at an exercise price of $2.00 per share, vesting with respect to 25% of the shares subject to the option in September 2007 and monthly thereafter over the following three years.
 
  •      In September 2006, we granted to Mr. Lancaster an option to purchase 37,500 shares of our common stock at an exercise price of $2.00 per share, vesting with respect to 25% of the shares subject to the option in August 2007 and monthly thereafter over the following three years.
 
  •      In November 2006, we granted to Dr. Cowley an option to purchase 37,500 shares of our common stock at an exercise price of $6.00 per share, vesting over 48 months from December 2006.
 
Employment Agreements
 
As of the date of this prospectus, we will have in place amended employment agreements with Gary D. Tollefson, M.D., Ph.D., our President and Chief Executive Officer, Anthony A. McKinney, our Chief Operating Officer, Graham K. Cooper, our Chief Financial Officer, Michael A. Cowley, Ph.D., our Chief Scientific Officer, Eduardo Dunayevich, M.D., our Chief Medical Officer, Ronald P. Landbloom, M.D., our Vice President of Medical and Regulatory Affairs, James C. Lancaster, Jr., our Vice President of Commercial Operations and Franklin P. Bymaster, our Vice President of Neuroscience. For further information, see “Management — Employment Agreements.”
 
Indemnification of Officers and Directors
 
Our amended and restated certificate of incorporation and our amended and restated bylaws provide that we will indemnify each of our directors and officers to the fullest extent permitted by the Delaware General Corporation Law. Further, we have entered into indemnification agreements with each of our directors and officers, and we have purchased a policy of directors’ and officers’ liability insurance that insures our directors and officers against the cost of defense, settlement or payment of a judgment under certain circumstances. For further information, see “Management — Limitations of Liability and Indemnification Matters.”
 
Consulting Agreements
 
In January 2005, we entered into a consulting agreement with Mr. Crowley, our former chief executive officer. Under this consulting agreement, Mr. Crowley agreed to provide consulting services for us on such projects as requested by our chief executive officer. As consideration for his services, we agreed not to exercise our right of repurchase with respect to 46,638 shares then owned by Mr. Crowley. We had a right to repurchase these unvested shares, which were acquired upon the early exercise of a stock option previously granted to Mr. Crowley, at a price of $0.002 per share, which is the original purchase price, at any time Mr. Crowley ceased, for any reason, to serve as an employee, officer, director, or consultant to us. This agreement terminated as of January 2006.
 
In February 2005, we entered into a consulting agreement with Dr. Weber, chairman of our board of directors and our former chief executive officer. Under this consulting agreement, Dr. Weber agreed to provide services as our interim chief executive officer. As compensation for his services, we paid Dr. Weber a total of $98,311 in 2005. We ceased making payments to Dr. Weber under this agreement in July 2005.


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