LICENSE AGREEMENTStock Option Agreement • December 19th, 2006 • Orexigen Therapeutics, Inc. • Pennsylvania
THIS AGREEMENT made and entered into this 1st day of June, 2004 (“EFFECTIVE DATE”), by and between LEE G. DANTE, an individual having his principal office at [***] (“DANTE”), and OREXIGEN THERAPEUTICS, INC., a corporation organized under the laws of Delaware (“OREXIGEN”), with its corporate headquarters and principal office at One Palmer Square, Suite 515, Princeton, NJ 08540.
LICENSE AGREEMENTLicense Agreement • December 19th, 2006 • Orexigen Therapeutics, Inc. • California
THIS AGREEMENT made and entered into this 3rd day of January, 2005 (“EFFECTIVE DATE”), by and between OREXIGEN THERAPEUTICS, INC., a Delaware corporation (“OREXIGEN”), and CYPRESS BIOSCIENCE, INC., a Delaware corporation (“CYPRESS”).
LICENSE AGREEMENT BETWEEN Oregon Health & Science University AND OrexigenCommon Stock Purchase Agreement • December 19th, 2006 • Orexigen Therapeutics, Inc. • Oregon
This License Agreement is made and entered into on this 27th day of June, 2003 (hereinafter “Effective Date”) by and between Oregon Health & Science University (hereinafter “OHSU”), having offices at 2525 SW 1st Ave, Portland, Oregon 97201, and Orexigen Therapeutics, Inc. (hereinafter “LICENSEE”), a Delaware corporation having offices at 28202 Cabot Road, Suite 200, Laguna Niguel, CA 92677.
LICENSE AGREEMENTCommon Stock Purchase Agreement • December 19th, 2006 • Orexigen Therapeutics, Inc. • North Carolina
THIS INVESTORS’ RIGHTS AGREEMENT (this “Agreement”) is made as of January 20, 2004, by and among Orexigen Therapeutics, Inc., a Delaware corporation (the “Company”), the parties listed on Schedule A hereto (collectively, the “Investors” and each individually, an “Investor”).
Orexigen Therapeutics, Inc. 28202 Cabot Road, Suite 200 Laguna Niguel, CA 92677 February 1, 2005Letter Agreement • December 19th, 2006 • Orexigen Therapeutics, Inc. • California
The purpose of this letter agreement (the “Agreement”) is to set forth the principal terms that we have reached regarding your rendering of consulting and advisory services to Orexigen Therapeutics, Inc. a Delaware corporation (“Orexigen”). That agreement is as follows:
AMENDMENT NO. 2 to the LICENSE AGREEMENT dated as of March 31, 2004License Agreement • December 19th, 2006 • Orexigen Therapeutics, Inc.
THIS AMENDMENT NO. 2 (the “AMENDMENT NO. 2”), dated and effective as of the 27th day of July, 2006, to that certain LICENSE AGREEMENT dated as of March 31, 2004, as amended by that certain AMENDMENT NO. 1 dated as of December 22, 2004 (collectively referred to herein as the “LICENSE AGREEMENT”), by and between DUKE UNIVERSITY, a nonprofit educational and research institution organized under the laws of North Carolina (“DUKE”), and OREXIGEN THERAPEUTICS, INC., a Delaware corporation (hereinafter “OREXIGEN”). Unless otherwise defined herein, capitalized terms used but not defined herein shall have the meaning set forth in the AGREEMENT, and the AGREEMENT shall be amended to incorporate any additional definitions provided for in this AMENDMENT NO. 2, including definitions in the recitals hereto.
CREDIT AND SECURITY AGREEMENT dated as of December 15, 2006 by and among OREXIGEN THERAPEUTICS, INC. and each additional Person joined as a borrower from time to time, collectively, Borrowers and MERRILL LYNCH CAPITAL, A DIVISION OF MERRILL LYNCH...Credit and Security Agreement • December 19th, 2006 • Orexigen Therapeutics, Inc. • Illinois
THIS CREDIT AND SECURITY AGREEMENT (as the same may be amended, supplemented, restated or otherwise modified from time to time, the “Agreement”) is dated as of December 15, 2006 by and among OREXIGEN THERAPEUTICS, INC., a Delaware corporation, and any additional Borrower that may hereafter be added to this Agreement (each individually as a “Borrower” and collectively as “Borrowers”), MERRILL LYNCH CAPITAL, a division of Merrill Lynch Business Financial Services Inc., individually as a Lender, and as Administrative Agent, and the financial institutions or other entities from time to time parties hereto, each as a Lender.
AMENDMENT NO. 1 to the LICENSE AGREEMENT dated as of March 31, 2004License Agreement • December 19th, 2006 • Orexigen Therapeutics, Inc.
THIS AMENDMENT NO. 1 (the “FIRST AMENDMENT”), dated and effective as of the 22nd day of December, 2004, to that certain LICENSE AGREEMENT dated as of March 31, 2004 (the “AGREEMENT”), by and between DUKE UNIVERSITY, a nonprofit educational and research institution organized under the laws of North Carolina (“DUKE”), and OREXIGEN PHARMACEUTICALS, INC., a Delaware corporation (hereinafter “OREXIGEN”). Unless otherwise defined herein, capitalized terms used but not defined herein shall have the meaning set forth in the AGREEMENT and the AGREEMENT shall be amended to incorporate any additional definitions provided for in this FIRST AMENDMENT, including definitions in the recitals hereto.
AMENDMENT TO LICENSE AGREEMENTLicense Agreement • December 19th, 2006 • Orexigen Therapeutics, Inc.
Effective as of Nov. 1, 2003, Oregon Health & Science University (hereinafter “OHSU”), having offices AT 2525 SW 1st Ave, Suite 120, Portland, OR 97201, and Orexigen Therapeutics, Inc. (hereinafter “LICENSEE”), a Delaware corporation having offices at 28202 Cabot Road, Suite 200, Laguna Niguel, CA 92577 agree to amend the Agreement in the following ways:
OREXIGEN THERAPEUTICS, INC. SECOND AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT November 20, 2006Investors’ Rights Agreement • December 19th, 2006 • Orexigen Therapeutics, Inc. • California
THIS SECOND AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”) is made as of November 20, 2006, by and among Orexigen Therapeutics, Inc., a Delaware corporation (the “Company”), the parties listed on Schedule A hereto (collectively, the “Investors” and each individually, an “Investor”).
HIGH BLUFF RIDGE AT DEL MAR OFFICE LEASE LANDLORD: PRENTISS/COLLINS DEL MAR HEIGHTS LLC, a Delaware limited liability company TENANT: OREXIGEN THERAPEUTICS, INC., a Delaware corporationWork Letter Agreement • December 19th, 2006 • Orexigen Therapeutics, Inc. • California
shall Landlord be obligated to pay for any of Tenant’s furniture, computer systems, telephone systems, equipment or other personal property which may be depicted on the Construction Drawings; such items shall be paid for by Tenant.
SETTLEMENT AGREEMENTSettlement Agreement • December 19th, 2006 • Orexigen Therapeutics, Inc. • North Carolina
DUKE UNIVERSITY, a North Carolina nonprofit and educational institution; and OREXIGEN THERAPEUTICS, INC., a Delaware corporation, Plaintiffs, and ELAN CORPORATION, plc, an Irish corporation; ELAN PHARMA INTERNATIONAL LTD., an Irish corporation; ELAN PHARMACEUTICALS, INC., a Delaware corporation; EISAI, INC., a Delaware corporation; and EISAI CO., LTD., a Japanese corporation, and JULIANNE E. JENNINGS, an individual, Defendants, having settled and resolved this action, HEREBY STIPULATE AND AGREE that this action be, and it hereby is, dismissed with prejudice pursuant to Fed.R.Civ.P. 41(a)(1)(ii). Each party shall bear its own costs and attorneys’ fees.
