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SEC Filings

S-1/A
OREXIGEN THERAPEUTICS, INC. filed this Form S-1/A on 04/09/2007
Entire Document
 
 

Schedule A:
STANDARD TERMS AND CONDITIONS
FOR
PHARMACEUTICAL DEVELOPMENT SERVICES
(Certain capitalized terms used herein but not defined are defined in the Project Proposal)
1.   Services:
  (a)   Patheon agrees to perform the pharmaceutical development services described in the Project Scope (“Services”).
 
  (b)   Parties must agree on changes, deletions or additions to the Services (“Changes”).
 
  (c)   Minor Changes shall be confirmed by electronic mail, facsimile or other written document. Significant Changes (such as a request by the Client to change the Project Scope) shall be confirmed by a Change of Scope Agreement.
2.   Payment and Deposit:
  A.   Payment
  (a)   Client shall pay Patheon for the Services as outlined in this Contract and for any Changes which shall be invoiced separately at Patheon’s then prevailing hourly rates.
 
  (b)   If Client causes any delay to Patheon’s provision of Services for reason within its control (such as a delay in responding to a Patheon inquiry or a delay in the delivery of the active pharmaceutical ingredient (“API”)), then Patheon shall be entitled to charge the Client for any additional reasonable costs incurred in the provision of the Services as a result of the delay.
 
  (c)   Patheon invoices may be issued upon completion of each milestone set out in the Budget Summary and shall be due and payable within 30 days of the date of such invoice. If Client anticipates not being able to meet the net 30 day terms, then Client may request that Patheon forward each invoice to the facsimile number and/or email address stipulated by the Client from time to time to ensure that it has the full 30 days to process payment.
  B.   Deposit (if Applicable as per the Budget Summary)
  (a)   Prior to the commencement of the Services, Client shall deliver to Patheon the deposit (“Deposit”) set out in the Budget Summary.
 
  (b)   Deposit shall be held by Patheon until the Services are fully completed or until this Contract expires or is terminated in accordance with Section 4.
 
  (c)   Deposit shall be credited towards the final invoice for the Services and any remaining balance shall be returned to the Client.
 
  (d)   Patheon may apply all or a portion of the Deposit against any accounts overdue in excess of 60 days from the date of the invoice.
 
  (e)   Patheon may, at its option, suspend all Services until such time as any outstanding invoices have been paid in full and the original amount of the Deposit has been replenished.
3.   Supply of API and Materials:
  (a)   Client shall, at its expense, supply Patheon with sufficient quantities of the API for Patheon’s use in performing the Services.
 
  (b)   The costs of all third party suppliers’ fees and the purchase of project specific items (such as raw materials, excipients, packaging, special equipment, tooling, change parts, laboratory columns and reagents, reference standards including those under the applicable United States Pharmacopoeia, the National Formulary, the British Pharmacopoeia, the European Pharmacopoeia or the Japanese Pharmacopoeia) necessary for Patheon to perform the Services shall be purchased by Patheon and charged to Client at Patheon’s cost plus an additional 15% as a handling charge. Patheon shall obtain Client’s prior written approval for all such expenses in excess of $10,000.
 
  (c)   If applicable, Patheon and the Client will cooperate and provide such assistance to each other as may be reasonably necessary to permit the import of the API and other materials into the country where the Services will be performed.
4.   Termination:
  (a)   Either party may terminate this Contract if the other party is in material breach of any provisions of this Contract and the other party fails to remedy such breach within 30 days of the date of notice of such breach by the non-breaching party.
 
  (b)   Client may terminate this Contract immediately for any business reason.
 
  (c)   Any re-scheduling of any part of the Services beyond 120 days requested by Client shall, at Patheon’s option, be deemed to be a termination of the Contract.
 
  (d)   Upon completion or expiry of the Contract or if the Client terminates the Contract for any business reason or if Patheon terminates the Contract because of: (i) Client’s failure to cure any default within the 30 day notice period; or (ii) Client rescheduling any part of the Services beyond the 120 days, then Client shall pay to Patheon:
    any fees and expenses due to Patheon for the Services rendered up to the date of completion, expiry or termination;
 
    all actual costs incurred by Patheon to complete activities associated with the completion, expiry or termination and close of the Services rendered up to the date of completion, expiry or termination including, without limitation disposal fees that may be payable in respect of any materials and supplies owned by the Client to be disposed of by Patheon; and
 
    any additional costs incurred by Patheon in connection with the Services that are required to fulfill applicable regulatory and contractual requirements.
  (e)   Client shall arrange for the pickup from the Patheon site of all materials and supplies owned by Client within 5 days after the earlier of the completion, termination or expiration of this Contract. Patheon shall charge a $30.00 per square foot per month storage fee for all materials and supplies stored at the Patheon site after the fifth day following the completion, termination or expiration of the Contract.
5.   Intellectual Property:
  (a)   The term “Intellectual Property” includes, without limitation, rights in patents, patent applications, formulae, trade-marks, trade-mark applications, trade-names, trade secrets, inventions, copyright, industrial designs and know-how.
 
  (b)   For the term of this Contract, Client hereby grants to Patheon, a non-exclusive, paid-up, royalty-free, non-transferable license of Client’s Intellectual Property which Patheon must use in order to perform the Services.
 
  (c)   All Intellectual Property generated or derived by Patheon in the course of performing the Services, to the extent it is specific to the development, manufacture, use and sale of the Client’s Product that is the subject of the Services, shall be the exclusive property of Client.
 
  (d)   All Intellectual Property generated or derived by Patheon in the course of performing the Services which are not specific
CONFIDENTIAL

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