exv10w13



 





EXHIBIT 10.13



CERTAIN MATERIAL (INDICATED BY AN ASTERISK) HAS BEEN OMITTED FROM THIS DOCUMENT PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.




LICENSE AGREEMENT




     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.



     WHEREAS, DANTE owns certain PATENT RIGHTS (as hereinafter defined);



     WHEREAS, DANTE has the right to grant licenses under said PATENT RIGHTS; and



     WHEREAS, DANTE desires to have the PATENT RIGHTS developed and commercialized to benefit the
public and is willing to grant licenses to each hereunder; and



     WHEREAS, OREXIGEN desires to obtain licenses under PATENT RIGHTS and upon the terms and
conditions hereinafter set forth; and



     NOW THEREFORE, in consideration of the premises and the mutual covenants contained herein, the
parties hereto agree as follows:



ARTICLE 1 – DEFINITIONS




     For the purposes of this AGREEMENT, and solely for that purpose, the terms and phrases set
forth below and elsewhere in this AGREEMENT in capital letters shall be defined as follows:




	 	1.01	 	“AFFILIATE” shall mean any corporation or non-corporate entity which controls,
is controlled by or is under the common control with a party hereto. A corporation or
a non-corporate entity, as applicable, shall be regarded as in control of another
corporation if it owns or directly or indirectly controls at least fifty percent (50%)
of the voting stock of the other corporation, or in the absence of ownership of at
least fifty percent (50%) of the voting stock of a corporation, or in the case of a non
corporate entity, if it possesses directly or indirectly, the power to direct or cause
the direction of the management and policies of such corporation or non-cooperate
entity, as applicable.
	 
	 	1.02	 	“CONSULTING AGREEMENT” shall have the meaning given in Section 3.01(f).
	 
	 	1.03	 	“FIELD OF USE” shall mean any and all uses.
	 
	 	1.04	 	“FULLY DILUTED BASIS” means the total number of issued and outstanding shares
of the OREXIGEN’s common stock, $.001 par value (“OREXIGEN COMMON STOCK”),
calculated to include (i) conversion of all issued and







 




			
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	 	 	 	outstanding securities then convertible into OREXIGEN COMMON STOCK, (ii) the
exercise of all then outstanding options and warrants to purchase shares of OREXIGEN
COMMON STOCK, whether or not then exercisable (other than options covered under the
following clause (iii)), and (iii) the issuance or grant of all securities reserved
for issuance pursuant to any stock or stock option plan of OREXIGEN in effect on the
date of the calculation.
	 
	 	1.05	 	“LICENSED PROCESS” shall mean any process which is covered in whole or in part
by a VALID CLAIM contained in the PATENT RIGHTS.
	 
	 	1.06	 	“LICENSED PRODUCT” shall mean any product or part thereof which:






	 	(a)	 	is covered in whole or in part by any VALID CLAIM contained in
the PATENT RIGHTS in the country in which any such product or part thereof is
made, used or sold; and/or
	 
	 	(b)	 	is manufactured by using a process or is employed to practice a
process which is covered in whole or in part by a VALID CLAIM contained in the
PATENT RIGHTS in the country in which any LICENSED PROCESS is used or in which
such product or part thereof is used or sold; and/or
	 
	 	(c)	 	in its intended use, practices, incorporates, or otherwise
utilizes, in whole, or in part, a VALID CLAIM contained in the PATENT RIGHTS in
the country in which any such product or part thereof is made, used, or sold.






	 	1.07	 	“LICENSED SERVICE” shall mean any service provided by OREXIGEN (and/or
SUBLICENSEES, as the case may be) to a THIRD PARTY which utilizes LICENSED PRODUCTS
and/or LICENSED PROCESSES.
	 
	 	1.08	 	“NET SALES” shall mean:






	 	(a)	 	in the case of LICENSED PRODUCTS, OREXIGEN’S (and/or those of
SUBLICENSEES, as the case may be) revenues received from sale and/or lease of
the subject LICENSED PRODUCTS; and
	 
	 	(b)	 	in the case of LICENSED PROCESSES, OREXIGEN’S (and/or those of
SUBLICENSEES, as the case may be) revenues received from sale and/or lease of
the subject LICENSED PROCESSES; and
	 
	 	(c)	 	in the case of LICENSED SERVICES, revenue received by OREXIGEN
(and/or SUBLICENSEES, as the case may be) for provision of the subject LICENSED
SERVICE to a THIRD PARTY.






	 	 	 	and each of (a) (b), and (c), above shall be less the sum of the following:






	 	(w)	 	discounts allowed in amounts customary in the trade;





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	 	(x)	 	sales, tariff duties and/or use taxes directly imposed and with
reference to particular sales;
	 
	 	(y)	 	outbound transportation prepaid or allowed; and
	 
	 	(z)	 	amounts allowed or credited on returns.






	 	 	 	No deductions to NET SALES shall be made for commissions paid to individuals whether
they are associated with independent sales agencies or regularly employed by
OREXIGEN (and/or SUBLICENSEES, as the case may be) and on its payroll, or for cost
of collections. LICENSED PRODUCTS shall be considered “sold” when the consideration
for provision thereof is received by OREXIGEN (and/or SUBLICENSEES, as the case may
be). LICENSED PRODUCTS, LICENSED SERVICES, and LICENSED SERVICES used by OREXIGEN
(and/or SUBLICENSEES, as the case may be) for its own use in the FIELD (and not in
connection with the sale to THIRD PARTIES) shall be considered to be “NET SALES” for
purposes of computing royalty obligations, except to the extent that such LICENSED
PRODUCTS and/or LICENSED SERVICES are used for clinical field trials or for
OREXIGEN’s own internal non-commercial research (and/or SUBLICENSEES, as the case
may be).
	 
	 	 	 	Except as provided below, if a LICENSED PRODUCT, LICENSED PROCESS or LICENSED
SERVICE is sold in combination with another active component or components, the NET
SALES PRICE, for purposes of determining royalties on the combination, will be
calculated by multiplying the NET SALES PRICE of the combination by the fraction
A/(A+B), where A is the invoice price of the LICENSED PRODUCT, LICENSED PROCESS or
LICENSED SERVICE if sold separately and B is the total invoice price of any other
active component or components in the combination if sold separately. If the
LICENSED PRODUCT, LICENSED PROCESS or LICENSED SERVICE and the other active
component or components in the combination are not sold separately, the NET SALES
PRICE, for purposes of determining royalties on the combination, will be calculated
by multiplying the NET SALES PRICE of the combination by the fraction C/(C+D), where
C is the actual manufacturing cost of the LICENSED PRODUCT, LICENSED PROCESS or
LICENSED SERVICE and D is the total actual manufacturing cost any other active
component(s) included in the combination. Cost of manufacturing or provision of
services for the purposes of this paragraph will be determined in accordance with
generally accepted accounting principles.
	 
	 	1.09	 	“NON-OBESITY NET SALES” shall mean NET SALES from any NON-OBESITY PRODUCT.
	 
	 	1.10	 	“NON-OBESITY PRODUCTS” shall mean any LICENSED PRODUCT, LICENSED PROCESS or
LICENSED SERVICE used for the treatment of any indication other than obesity.




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	 	1.11	 	“OBESITY NET SALES” shall mean NET SALES from any LICENSED PRODUCT, LICENSED
PROCESS or LICENSED SERVICE for the treatment of obesity.
	 
	 	1.12	 	“OBESITY PRODUCTS” shall mean any LICENSED PRODUCT, LICENSED PROCESS or
LICENSED SERVICE used for the treatment of obesity.
	 
	 	1.13	 	“PATENT RIGHTS” shall mean the patents, patent applications listed in APPENDIX
A (such patents hereinafter collectively referred to as “PATENTS”), together with all
divisions, continuations, continuations-in-part (but only to the extent that the
subject matter of each such continuation-in-part application is described in and
enabled by the disclosure of said PATENTS), re-examinations, reissues, substitutions,
or extensions thereof and patents issuing therefrom in the United States and non-U.S.
jurisdictions. Notwithstanding the foregoing or anything else to the contrary in this
AGREEMENT, PATENT RIGHTS shall not include those patents and/or patent applications
which, during the term of this AGREEMENT, cease to be PATENT RIGHTS pursuant to Section
6.01 or Section 6.02. The term “PATENT RIGHTS” shall also include any “Improvements”,
as such term is defined in the CONSULTING AGREEMENT.
	 
	 	1.14	 	“PATENT RIGHTS EXPENSES” shall mean all patent-related expenses (including, but
not limited to, filing fees, maintenance fees, and reasonable fees and expenses of
patent counsel) incurred in connection with the PATENT RIGHTS.
	 
	 	1.15	 	“STOCK OPTION AGREEMENT” shall have the meaning given in Section 3.01(a).
	 
	 	1.16	 	“SUBLICENSE” and “SUBLICENSE AGREEMENT” shall mean, and include without
limitation, any relationship/agreement in which a THIRD PARTY gains any
rights—temporary or otherwise—to any of the rights granted by DANTE to OREXIGEN under
this AGREEMENT (including, but not limited to, OREXIGEN AFFILIATES, assignee(s),
licensee(s), sublicensee(s), marketing partner(s) and the like, hereinafter, such THIRD
PARTIES referred as “SUBLICENSEES”), including, but not limited to those granted via
options, rights of first refusal, material transfer agreements, sublicenses (implied or
expressed), and the like.
	 
	 	1.17	 	“SUBLICENSE REVENUES” shall mean any and all initial upfront fees, license
fees, option fees, milestone payments, and other amounts (other than running
royalties on NET SALES of LICENSED PRODUCTS) payable to OREXIGEN (and/or any of
SUBLICENSEES, as the case may be) under a SUBLICENSE to any of the licenses granted
by DANTE to OREXIGEN under this AGREEMENT, but excluding any payments that are (a)
reimbursements of documented research and development costs and expenses; (b)
reimbursement of cost of goods directly relating to LICENSED PRODUCTS supplied by
OREXIGEN to such SUBLICENSEE; (c) loans granted to OREXIGEN by such SUBLICENSEE; (d)




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	 	 	 	reimbursement of documented costs directly related to pursuit of patent protection
and/or maintenance of patents for PATENT RIGHTS and/or OREXIGEN PATENT RIGHTS; or
(e) an equity investment by a commercial THIRD PARTY (but solely to the extent that
such investment is at a price equal to or less than one hundred percent (100%) of
the fair market value of stock sold or otherwise transferred in such investment). It
is agreed that [***] shall not receive from [***] for any SUBLICENSE under this
AGREEMENT, without the express prior written permission of DANTE, such approval not
to be unreasonably withheld.






	 	1.18	 	“TERRITORY” shall mean the world.
	 
	 	1.19	 	“THIRD PARTY” means any individual or other entity other than DANTE and/or
OREXIGEN.
	 
	 	1.20	 	“VALID CLAIM” shall mean (i) an issued and unexpired claim within the PATENT
RIGHTS that has not been permanently revoked or held invalid or unenforceable by a
decision of a court or other governmental agency of competent jurisdiction and that has
not been dedicated to the public or admitted to be invalid or unenforceable through
reissue, disclaimer or otherwise, or (ii) a claim of a pending patent application that
was filed in good faith, has not been pending for more than [***] ([***]) years, and
which has not been abandoned or finally disallowed without the possibility of appeal or
refilling of such application contained in the PATENT RIGHTS in the country in which
any such product or part thereof is made, used or sold.
	 
	 	1.21	 	Where appropriate, words denoting a singular number only shall include the
plural and vice versa.
	 
	 	1.22	 	Certain other defined terms shall have the meanings given them elsewhere in
this AGREEMENT.





ARTICLE 2 – LICENSE





	 	2.01	 	DANTE hereby grants to OREXIGEN and OREXIGEN hereby accepts from DANTE, subject
to the terms and conditions of this AGREEMENT, the exclusive right and sublicenseable
license for the FIELD OF USE in the TERRITORY to practice under the PATENT RIGHTS to
develop, make, have made, import, use, lease, offer for sale, sell, and distribute
LICENSED PRODUCTS for the FIELD OF USE in the TERRITORY only, to develop, make, have
made, import, use, lease, offer for sale, sell, and distribute LICENSED PROCESSES
in/for the FIELD OF USE in the TERRITORY, and/or to develop, make, have made, perform,
provide, import, use, lease, offer for sale, sell, and distribute LICENSED SERVICES in
the FIELD OF USE in the TERRITORY only until the end of the term for which the PATENT
RIGHTS are granted unless this AGREEMENT shall be sooner terminated according to the
terms hereinafter provided.





 




			
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	 	2.02	 	All SUBLICENSES shall be subject to the terms and conditions of this AGREEMENT,
shall be no less favorable to or protective of DANTE than this AGREEMENT except as
expressly stated in this AGREEMENT, and shall not be further sublicenseable without
the express written approval of DANTE, such approval not to be unreasonably
withheld. All SUBLICENSES will be assigned to DANTE in the event the AGREEMENT is
terminated, subject to DANTE’s approval, such approval not to be unreasonable
withheld or delayed. OREXIGEN shall use commercially reasonable efforts to enforce
the terms of the SUBLICENSE agreements. OREXIGEN further agrees to provide DANTE
with a copy of all SUBLICENSES within thirty (30) days of execution of each subject
SUBLICENSE.





ARTICLE 3 – LICENSE FEE, ROYALTIES AND OTHER FEES





	 	3.01	 	In consideration of the rights granted to OREXIGEN pursuant to this AGREEMENT
and subject to the terms and conditions of this AGREEMENT, OREXIGEN agrees to pay or
otherwise compensate DANTE as follows:






	 	(a)	 	Equity Consideration. OREXIGEN shall grant to DANTE
stock options to purchase one hundred forty-six thousand eight hundred
ninety-seven (146,897) shares of OREXIGEN COMMON STOCK as represent, on a FULLY
DILUTED BASIS, an amount not less than [***] percent ([***]%) of OREXIGEN
COMMON STOCK outstanding at the time of execution of this AGREEMENT
(hereinafter referred to as the “DANTE OPTIONS”). OREXIGEN shall issue and
deliver the DANTE OPTIONS to DANTE within thirty (30) days of the EFFECTIVE
DATE, DANTE and OREXIGEN shall enter into the Stock Option Agreement, the form
of which is attached as Appendix B (the “STOCK OPTION AGREEMENT”).
	 
	 	(b)	 	Upfront Royalty. OREXIGEN shall pay DANTE a one-time,
noncreditable, non-refundable payment of one hundred thousand dollars
($100,000), payable as follows: (i) upon execution of this AGREEMENT, OREXIGEN
shall pay DANTE the sum of twenty-five thousand dollars ($25,000); and (ii)
upon execution of this AGREEMENT, OREXIGEN shall deliver the sum of
seventy-five thousand dollars ($75,000) into an OREXIGEN escrow account, which
sum shall be released to DANTE upon OREXIGEN’S receipt of confirmation that
John S. Nagle has filed an assignment of the PATENT RIGHTS with the Patent and
Trademark Office.
	 
	 	(c)	 	Royalty on NET SALES of LICENSED PRODUCTS, LICENSED PROCESSES, and
LICENSED SERVICES. At the times and in the manner set forth
hereinafter, OREXIGEN (and/or appertaining SUBLICENSEES, as the case may be)
shall pay to DANTE non-refundable running royalties (hereinafter such
running royalty referred to collectively as the “RUNNING ROYALTY”) of: (i)
[***] percent





 




			
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	 	 	 	([***]%) on OBESITY NET SALES, and (ii) [***] percent ([***]%) on
NON-OBESITY NET SALES. Notwithstanding the foregoing, if OREXIGEN (and/or
appertaining SUBLICENSEES, as the case may be) obtains from any THIRD PARTY
any licenses and/or sublicenses for patent rights in order to practice
PATENT RIGHTS in the FIELD OF USE or in order to develop, make, have made,
use, import, offer for sale, sell, import, export or provide NON-OBESITY
PRODUCTS, then OREXIGEN (and/or appertaining SUBLICENSEES, as the case may
be) shall be entitled to credit its/their payment of additional running
royalties to such THIRD PARTY(ies), if any, on NON-OBESITY NET SALES against
the RUNNING ROYALTY for the subject NON-OBESITY PRODUCTS in the appertaining
country(ies) during the appertaining time period, provided that in no event
shall the amount otherwise payable to DANTE as RUNNING ROYALTY on
NON-OBESITY NET SALES be reduced to less than [***] percent ([***]%) for the
subject NON-OBESITY PRODUCTS in the appertaining country(ies) during the
appertaining time period. The RUNNING ROYALTY on OBESITY NET SALES shall
[***] under this Section 3.01(c).






	 	(d)	 	Milestone Payments. OREXIGEN (and/or appertaining
SUBLICENSEES, as the case may be) shall pay DANTE a one-time, noncreditable,
non-refundable payment of one million dollars ($1,000,000) within [***].
	 
	 	(e)	 	Royalty on SUBLICENSE REVENUES. OREXIGEN (and/or
appertaining SUBLICENSEES, as the case may be) shall pay to DANTE a royalty of
[***] percent ([***]%) on SUBLICENSING REVENUES.
	 
	 	(f)	 	Consulting Agreement. Concurrently with the execution
of this AGREEMENT, OREXIGEN and DANTE shall enter into a Consulting Agreement,
the form of which is attached hereto as Appendix C (the “CONSULTING
AGREEMENT”).






	 	3.02	 	All payments due from OREXIGEN (and/or appertaining SUBLICENSEES, as the case
may be) pursuant to this AGREEMENT shall be due and payable in accordance with the
terms and conditions of this AGREEMENT. All past due payments shall bear interest at
the annual rate of [***] percent ([***]%) legal from the due date of such payment until
paid. The payment of such interest and late fees shall not foreclose DANTE from
exercising any other rights he may have as a consequence of the lateness of any
payment.
	 
	 	3.03	 	No multiple royalties on NET SALES shall be payable to DANTE on a single
LICENSED PRODUCT because its manufacture, use, lease, sale or practice are or shall be
covered by more than one of the PATENT RIGHTS.





 




			
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ARTICLE 4 – DUE DILIGENCE REQUIREMENTS





	 	4.01	 	No multiple royalties on NET SALES shall be payable to DANTE on a single
LICENSED PRODUCT because its manufacture, use, lease, sale or practice are or shall be
covered by more than one of the PATENT RIGHTS and/or OREXIGEN PATENT RIGHTS.
	 
	 	4.02	 	OREXIGEN shall use commercially reasonable efforts to bring LICENSED PRODUCTS
to market through a thorough, vigorous and diligent program for exploitation of the
PATENT RIGHTS and OREXIGEN PATENT RIGHTS, and to continue active, diligent marketing
efforts for LICENSED PRODUCTS throughout the life of this AGREEMENT.
	 
	 	4.03	 	During the term of this AGREEMENT, OREXIGEN will submit [***] progress reports
to DANTE as set forth in Section 5.02. DANTE shall have the right to request [***]
([***]) [***] to discuss such information with representatives of OREXIGEN at
OREXIGEN’S offices. As part of exercising such commercially reasonable efforts,
OREXIGEN will consider filing an NDA for LICENSED PRODUCTS, provided that such a filing
is appropriate, given the medical effectiveness of the particular LICENSED PRODUCT, the
market opportunity therefor, competitive conditions, time to approval, cost of
conducting reasonably anticipatory clinical trials and other commercially reasonable
factors.





ARTICLE 5 – REPORTS AND RECORDS





	 	5.01	 	OREXIGEN shall keep full, true and accurate books of accounts and other records
containing all particulars which may be necessary to properly ascertain and verify the
amounts payable to DANTE hereunder and shall require SUBLICENSEES, as the case may be,
to do the same. Said books of account shall be kept at OREXIGEN’s (and/or
SUBLICENSEES’) principal place of business or the principal place of business of the
appropriate division of OREXIGEN (and/or SUBLICENSEE) to which this AGREEMENT relates.
Said books and the supporting data shall be open at all reasonable times for [***]
([***]) years following the end of the calendar year to which they pertain, to the
inspection of DANTE or its agents for the purpose of verifying the OREXIGEN’s (and/or
SUBLICENSEE’s) royalty statement or compliance in other respects with this AGREEMENT.
Should such inspection lead to the discovery of a greater than [***] percent ([***]%)
discrepancy in reporting, OREXIGEN agrees to pay the full cost of such inspection in
addition to any amounts due to DANTE.
	 
	 	5.02	 	OREXIGEN shall report the status of development of each LICENSED PRODUCT [***]
to DANTE by [***]. Such report shall include descriptions of OREXIGEN’s (and/or
SUBLICENSEES’s plans and commercially reasonable estimated timeframes for testing,
development, governmental approvals and marketing/sale of each LICENSED PRODUCT.





 




			
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	 	5.03	 	After the first commercial sale of a LICENSED PRODUCT, and in addition to the
reports required under Section 5.02, OREXIGEN shall render to DANTE prior to [***] a
written account of the NET SALES of LICENSED PRODUCTS made during the prior [***]
period ending [***], respectively, and shall simultaneously pay to DANTE the
royalties due on such NET SALES in United States dollars. Reports tendered shall
include the calculation of royalties by product by country. Further, OREXIGEN shall
render to DANTE prior to [***] a written account of royalties on SUBLICENSE REVENUES
due to DANTE for the prior [***] period ending [***], respectively, and shall
simultaneously pay to DANTE the royalties due on such NET SALES in United States
dollars.





ARTICLE 6 – PATENTS





	 	6.01	 	Patent Prosecution






	 	(a)	 	DANTE shall use his reasonable best efforts to have the prosecution of
the PATENT RIGHTS transferred to OREXIGEN’S patent firm (Knobbe Martens
Olson & Bear LLP, attn: Ned A. Israelsen, 550 West C Street, Suite 1200, San
Diego, CA 92101, (619) 235-8550 (voice), (619) 235-0176 (fax), email
nisraelsen@kmob.com) within [***] ([***]) days of the EFFECTIVE DATE so that
OREXIGEN may assume primary responsibility for all activities associated
with the prosecution and maintenance of the PATENT RIGHTS. OREXIGEN will
use reasonable commercial efforts to file, prosecute and maintain the PATENT
RIGHTS during the term of this AGREEMENT. OREXIGEN will keep DANTE advised
as to all developments with respect to any applicable divisional,
continuation, continuation-in-part and reissue application(s) within the
scope of the PATENT RIGHTS. OREXIGEN shall keep DANTE advised as to the
status of the PATENT RIGHTS and OREXIGEN’s designated patent attorneys will
provide DANTE, in a timely manner, with copies of all official documents and
correspondence relating to the prosecution, maintenance, and validity of the
PATENT RIGHTS. OREXIGEN shall consult with DANTE in such prosecution and
maintenance, shall diligently seek advice of DANTE on all matters pertaining
to the PATENT RIGHTS, shall diligently seek strong and broad claims under
the PATENT RIGHTS, and shall not abandon prosecution of any PATENT RIGHTS or
any of the claims of the PATENT RIGHTS without first notifying DANTE in a
timely manner of OREXIGEN’s intention and reason therefore, and providing
DANTE with reasonable opportunity to assume responsibility for prosecution
and maintenance of the appertaining PATENT RIGHTS (which thereafter shall be
subject to the provisions of Section 6.02(b) as regards status as PATENT
RIGHTS and LICENSED PRODUCTS, LICENSED PROCESSES, and LICENSED SERVICES and
OREXIGEN’s rights therein). All decisions with respect to the prosecution
of the PATENT RIGHTS by OREXIGEN pursuant to





 




			
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	 	 	 	this Section 6.01(a) shall be made by OREXIGEN, subject to the approval of
DANTE which approval shall not be unreasonably withheld or delayed.
OREXIGEN’s obligations under this Section 6.01(a) shall include, without
limitation, an obligation to inform DANTE in a timely manner (no less than
[***] ([***]) days prior to the appertaining filing deadlines) that OREXIGEN
will not pursue patents in any non-US country so that DANTE may pursue such
patents if it so desires in which case from the date of such filing of such
patent applications by DANTE shall not be considered PATENT RIGHTS and
OREXIGEN shall be deemed to have forfeited all rights under this AGREEMENT
to such patent applications and resulting patents. (APPENDIX A shall be
deemed to be so amended.) For avoidance of doubt, it is understood that
OREXIGEN shall assume direct and full responsibility for payment of expenses
it incurs as a result of his assumption of responsibility for prosecution of
PATENT RIGHTS under this Section 6.01(a).






	 	6.02	 	Patent Costs.






	 	(a)	 	During the term of this AGREEMENT, payment of all PATENT RIGHTS
EXPENSES shall be the responsibility of OREXIGEN, whether such fees and costs
were incurred before or after the EFFECTIVE DATE of this AGREEMENT.
Notwithstanding anything to the contrary in this AGREEMENT, except as OREXIGEN
declines interest in non-US patent pursuit, OREXIGEN shall be responsible for
all PATENT RIGHTS EXPENSES associated with the preparation and filing of the
PCT application(s) contained within the PATENT RIGHTS as well as all PATENT
RIGHTS EXPENSES associated with pursuit and maintenance of the PATENT RIGHTS.
Within thirty (30) days of the EFFECTIVE DATE of this AGREEMENT, OREXIGEN
agrees to reimburse DANTE for PATENT RIGHTS EXPENSES (not to exceed forty
thousand dollars ($40,000)) which were incurred by DANTE, and for which
attorney invoices were received and processed by DANTE, before the EFFECTIVE
DATE.
	 
	 	(b)	 	If OREXIGEN decides to discontinue the financial support of the
prosecution or maintenance of a subject PATENT APPLICATION or patent falling
within the scope of PATENT RIGHTS, OREXIGEN will give DANTE timely written
notice at least two (2) months in advance of the effective date of
OREXIGEN’s decision and DANTE will be free to continue prosecution or
maintain any such application(s)/patents, and to maintain any protection
issuing thereon in the U.S. and in any foreign country at DANTE’s sole
expense. In such instances, from the date of DANTE’s receipt of such
written notice from OREXIGEN, such patent and/or DANTE PATENT APPLICATION
shall no longer be considered to fall within the definition of PATENT RIGHTS
(APPENDIX A shall be deemed to be so amended) and OREXIGEN shall forfeit all
rights under this AGREEMENT to the subject issued patent(s) and/or subject
DANTE





 




			
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	 	 	 	PATENT APPLICATION and patent(s) arising from such PATENT APPLICATION.
Accordingly, DANTE shall be free, at his sole discretion to license said
patent(s) and patent application(s) to any THIRD PARTY or otherwise dispose
of such patent(s) and patent applications(s) as it deems appropriate.






	 	6.03	 	OREXIGEN agrees to mark the LICENSED PRODUCTS (as the case may be), and/or
their containers, labels, and/or other packaging, in such a manner as to conform to the
patent laws and practices of the country of manufacture or sale, as appropriate.





ARTICLE 7 – INFRINGEMENT OF THIRD-PARTY RIGHTS





	 	7.01	 	In the event that DANTE or OREXIGEN is charged with infringement of a patent by
a THIRD PARTY or is made a party in a civil action as a result of the activity of
OREXIGEN and/or a SUBLICENSEE (and not from the activity of DANTE or his AFFILIATES
other than the granting of this license to OREXIGEN) as a result (directly or
indirectly) of the licenses granted hereunder to OREXIGEN, OREXIGEN:






	 	(a)	 	must defend and/or settle any such claim of infringement or
civil action;
	 
	 	(b)	 	must assume all costs, expenses, damages, and other
obligations, for payments incurred as a consequence of such charges of
infringement and/or civil action;
	 
	 	(c)	 	must indemnify and hold DANTE harmless from any and all
damages, losses, liability, and costs resulting from a charge of infringement
or civil action which shall be brought against DANTE and attributable to
technology added to, incorporated into or sold with a LICENSED PRODUCT by
OREXIGEN, and/or SUBLICENSEE (as the case may be) or to manufacturing processes
utilized by OREXIGEN or SUBLICENSEE (as the case may be); and
	 
	 	(d)	 	may, if such claim of infringement or civil action shall be
based on patent claims contained in any pending or issued patent included in
the PATENT RIGHTS, terminate this AGREEMENT effective immediately upon DANTE’s
receipt of written notice of termination.






	 	7.02	 	DANTE will give OREXIGEN reasonable assistance, at OREXIGEN’s expense, in the
defense of any such infringement charge or lawsuit, as may be reasonably required.
OREXIGEN shall reimburse DANTE for such expenses within [***] ([***]) days of receiving
an invoice for the same.





ARTICLE 8 – INFRINGEMENT OF PATENT RIGHTS BY THIRD PARTIES





	 	8.01	 	Each party to this AGREEMENT is obligated to inform the other promptly in
writing of any alleged infringement of which it becomes aware and of any





 




			
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	 	 	 	available evidence of infringement by a THIRD PARTY of any patents within the PATENT
RIGHTS.






	 	8.02	 	If during the term of this AGREEMENT, OREXIGEN becomes aware of any alleged
infringement by a THIRD PARTY, OREXIGEN shall have the right, but not the obligation,
to either:






	 	(a)	 	settle the infringement suit by sub-licensing the alleged
infringer or by other means; or
	 
	 	(b)	 	prosecute at its own expense any infringement of the PATENT
RIGHTS. In the event OREXIGEN prosecutes such infringement of PATENT RIGHTS,
OREXIGEN may, for such purposes, request to use the name of DANTE as party
plaintiff. DANTE, at his sole discretion, may agree to become a party
plaintiff, and all costs associated therewith shall be borne by OREXIGEN.






	 	8.03	 	In the event that OREXIGEN undertakes the enforcement and/or defense of the
PATENT RIGHTS by litigation, including any declaratory judgment action, the total cost
of any such action commenced or defended solely by OREXIGEN shall be borne by OREXIGEN.
Any recovery of damages by OREXIGEN as a result of such action shall be applied first
in satisfaction of any unreimbursed expenses and attorneys’ fees of OREXIGEN relating
to the action, and second in satisfaction of unreimbursed legal expenses and attorneys’
fees of DANTE, if any, relating to the action. If applicable, OREXIGEN shall receive
an amount equal to its lost profits, a reasonable royalty on sales of the infringer, or
other measure of damages the court shall have applied, less a reasonable approximation
of the royalties that OREXIGEN would have owed to DANTE on NET SALES that may have been
made by OREXIGEN but, instead, were lost to the infringer, which amount shall be
promptly paid by OREXIGEN to DANTE. Any balance remaining from such recovery shall be
distributed between OREXIGEN and DANTE, with OREXIGEN receiving seventy-five percent (75%)
and DANTE receiving twenty-five percent (25%).
	 
	 	8.04	 	In the event OREXIGEN does not undertake action to prevent the infringing
activity within [***] ([***]) months of having been made aware and notified thereof,
DANTE shall have the right, but not the obligation, to prosecute at his own expense
any such infringements of the PATENT RIGHTS and, in furtherance of such right, DANTE
may use the name of OREXIGEN as a party plaintiff in any such suit without expense
to OREXIGEN. The total cost of any such infringement action commenced or defended
solely by DANTE shall be borne by DANTE. Any recovery of damages by DANTE for any
infringement shall be applied first in satisfaction of any unreimbursed expenses and
attorneys’ fees of DANTE relating to the suit, and second toward reimbursement of
OREXIGEN’s reasonable expenses, including reasonable attorneys’ fees, relating to
the suit. Any balance remaining from such recovery shall be distributed between





 




			
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	 	 	 	OREXIGEN and DANTE, with DANTE receiving seventy-five percent (75%) and OREXIGEN
receiving twenty-five percent (25%).






	 	8.05	 	In any infringement suit instituted by either party to enforce the PATENT
RIGHTS, the other party hereto shall, at the request and expense of the party
initiating such suit, reasonably cooperate in all respects and, to the extent
reasonably possible, have its employees testify when requested and make available
relevant records, papers, information, samples, specimens, and the like.
	 
	 	8.06	 	OREXIGEN has the sole right in accordance with the terms and conditions herein
to sublicense any LICENSED PRODUCT to an alleged infringer under the PATENT RIGHTS in
the TERRITORY in order to avoid infringement in the future.
	 
	 	8.07	 	Any of the foregoing notwithstanding, if at any time during the term of this
AGREEMENT any of the PATENT RIGHTS are held invalid or unenforceable in a decision
which is not appealable or is not appealed within the time allowed, OREXIGEN shall have
no further obligations to DANTE with respect to its future use or sale of any LICENSED
PRODUCT, LICENSED PROCESS, and/or LICENSED SERVICE covered solely by such PATENT
RIGHTS, including the obligation of paying royalties. For avoidance of doubt it is
understood and agreed that in such event, OREXIGEN shall not have any damage claim or
any claim for refund or reimbursement against DANTE for any amounts previously paid to
DANTE under this AGREEMENT, including, but not limited to, the payment of DANTE STOCK.





ARTICLE 9 – GOVERNMENT CLEARANCE, PUBLICATION





	 	9.01	 	Insofar as such clearance is required, OREXIGEN agrees to use its best efforts
to have the LICENSED PRODUCTS cleared for marketing in those countries in which
OREXIGEN intends to sell LICENSED PRODUCTS by the responsible government agencies
requiring such clearance. To accomplish said clearances at the earliest possible
date, OREXIGEN agrees to file or have filed any necessary data with said government
agencies as quickly as commercially reasonable. Should this AGREEMENT terminate in
accordance with Section 10.02, 10.03, or 10.04, LICENSEE shall, within [***] ([***])
days following such termination and at its own expense, assign to DANTE its full
interest and title in and full documentation of (i) all market clearance
applications (including all data relating thereto) which relate to LICENSED
PRODUCTS, LICENSED PROCESSES, and/or LICENSED SERVICES and (ii) all data that could
relate to market clearance applications for LICENSED PRODUCTS, LICENSED PROCESSES,
and/or LICENSED SERVICES, including, but not limited to, all in vitro and in vivo
pre-clinical data, pharmacology data, toxicology data, human data and the like.
Notwithstanding anything to the contrary in this AGREEMENT, effective upon receipt
of such information, data, etc. by DANTE, such information shall not be
considered the confidential information of OREXIGEN under Article 11 but instead
shall henceforth be considered the confidential information of DANTE





 




			
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	 	 	 	and subject to the provisions of restricted use and non-disclosure set forth in
Article 11.






	 	9.02	 	It is understood and agreed that the right of publication/presentation of the
PATENT RIGHTS shall reside with DANTE, but OREXIGEN shall also have the right to
publish and/or co-author any publication/presentation on the PATENT RIGHTS in
accordance with academic custom. In the event that either DANTE or OREXIGEN desires to
so publish/present, the party desiring publication shall notify the other party of its
desire to publish/present at least thirty (30) days in advance of each subject
publication/presentation and shall furnish to the non-publishing party a written
description of the subject matter of the publication/presentation in order to permit
the non-publishing party to review and comment thereon, such obligation of notification
of the publishing/presenting party and associated right of the
non-publishing/presenting party to review and comment thereon to expire upon the [***]
([***]) anniversary of the Effective Date.





ARTICLE 10 – DURATION AND TERMINATION





	 	10.01	 	This AGREEMENT shall become effective upon the EFFECTIVE DATE, and unless
sooner terminated in accordance with any of the provisions herein, shall remain in full
force and effect for the life of the last-to-expire of the patents included in the
PATENT RIGHTS.
	 
	 	10.02	 	Either party may immediately terminate this AGREEMENT for fraud, willful
misconduct, or illegal conduct of the other party, in all such cases with respect to
the subject matter of this AGREEMENT, upon written notice of same to that other party.
	 
	 	10.03	 	OREXIGEN may terminate this AGREEMENT by giving DANTE written notice at least
three (3) months prior to the effective date of such termination. It is understood
that OREXIGEN shall remain responsible for the timely payment of all amounts due DANTE
under this AGREEMENT through the effective date of the termination.
	 
	 	10.04	 	If either party fails to fulfill any of its material obligations under this
AGREEMENT, the non-breaching party may terminate this AGREEMENT, upon written notice
to the breaching party, as provided below. Such notice must contain a full
description of the event or occurrence constituting a breach of the AGREEMENT. The
party receiving notice of the breach will have the opportunity to cure that breach
within thirty (30) days of receipt of notice. If the breach is not cured within
that time, the termination will be effective as of the thirty-first (31st) day after
receipt of notice. A party’s ability to cure a breach will apply only to the first
[***] ([***]) breaches properly noticed under the terms of this AGREEMENT,
regardless of the nature of those breaches. Any subsequent breach by that party
will entitle the other party to terminate this AGREEMENT upon receipt of notice by
the breaching party, where such notice must contain a





 




			
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	 	 	 	full description of the event or occurrence constituting a breach of this AGREEMENT.






	 	10.05	 	If during the term of this AGREEMENT, OREXIGEN shall become bankrupt or
insolvent or if the business of OREXIGEN shall be placed in the hands of a receiver or
trustee, whether by the voluntary act of OREXIGEN or otherwise, or if OREXIGEN shall
cease to exist as an active business, this AGREEMENT shall immediately terminate and
all PATENT RIGHTS and any rights granted hereunder by DANTE to OREXIGEN shall
immediately be returned and transferred to DANTE.
	 
	 	10.06	 	Notwithstanding anything to the contrary in this AGREEMENT, neither expiration
nor any termination of this AGREEMENT shall remove any financial obligations to DANTE
which OREXIGEN incurred under this AGREEMENT prior to and as of the effective date of
any expiration or termination.
	 
	 	10.07	 	On or before the effective date of any expiration or termination of this
AGREEMENT, OREXIGEN shall cease the manufacture, use, practice, lease, and sale,
offering, distribution, and other commercialization of LICENSED PRODUCTS, LICENSED
PROCESSES, and LICENSED SERVICES.
	 
	 	10.08	 	Within thirty (30) days of any expiration or termination of this AGREEMENT,
OREXIGEN shall (i) return to DANTE or destroy, as directed by DANTE, all information,
data, and any relevant materials provided to OREXIGEN during the term of this AGREEMENT
and (ii) destroy all LICENSED PRODUCTS in a safe and legal manner. Further, OREXIGEN
shall provide DANTE with a written statement signed by an authorized representative of
OREXIGEN certifying the destruction of all LICENSED PRODUCTS in a safe and legal
manner, as well as the destruction of said information data, and relevant materials if
such instructions for destruction are given by DANTE.





ARTICLE 11 – CONFIDENTIALITY





	 	11.01	 	DANTE and OREXIGEN each agree to treat any confidential information disclosed
to it by the other party under this AGREEMENT with reasonable care and to avoid
disclosure of such information to any other person, firm or corporation, except
AFFILIATES bound by the obligations of confidentiality and restricted use set forth in
this Article 11, and either party shall be liable for unauthorized disclosure or
failure to exercise such reasonable care. Further, the receiving party will not use
the disclosing party’s confidential information other than for the benefit of the
parties hereto and relating to this AGREEMENT. These obligations of non-disclosure and
restricted use shall remain effect for each subject disclosure of confidential
information for a period of time of [***] ([***]) years from such disclosure, however,
neither party shall have an obligation, with respect to confidential information
disclosed to it, or any part thereof, which:






	 	(a)	 	is already known to the party at the time of the disclosure;





 




			
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	 	(b)	 	becomes publicly known without the wrongful act or breach of this
AGREEMENT by the party;
	 
	 	(c)	 	is rightfully received by the party from a THIRD PARTY on a
non-confidential basis;
	 
	 	(d)	 	is subsequently and independently developed by employees of the
party who had no knowledge of the information, as verified by written records;
	 
	 	(e)	 	is approved for release by prior written authorization of the
party disclosing the information; or
	 
	 	(f)	 	is disclosed pursuant to any judicial or government request,
requirement or order, provided that the party so disclosing takes reasonable
steps to provide the other party sufficient prior notice in order to contest
such request, requirement or order and provided and provided that such
disclosed confidential information otherwise remains subject to the obligations
of confidentiality set forth in this Article 11.






	 	11.02	 	DANTE and OREXIGEN agree that any information to be treated as confidential
information under this Article 11 must be disclosed in writing or other tangible medium
and must be clearly marked “CONFIDENTIAL”. Confidential information disclosed orally
must be summarized and reduced to writing or other tangible medium and communicated to
the other party within thirty (30) days of such disclosure, and the other party agrees
that such disclosed information shall be deemed confidential.
	 
	 	11.03	 	Notwithstanding the foregoing, OREXIGEN shall have the right to use and
disclose any confidential information related to the PATENT RIGHTS to investors,
prospective investors, employees, consultants and agents with a need to know,
collaborators, prospective collaborators and other THIRD PARTIES in the chain of
manufacturing and distribution provided that OREXIGEN obtains from such parties written
confidentiality agreements, the provisions of which are at least as restrictive and
protective of DANTE’s confidential information as those provided in this Article 11.
	 
	 	11.04	 	Notwithstanding anything to the contrary in this AGREEMENT, all information
relating to filing, prosecution, maintenance, defense, infringement, and the like
regarding the PATENT RIGHTS (no matter how disclosed) shall be considered the
confidential information of DANTE and subject to the obligations of restricted use and
non-disclosure set forth in this Article 11.





ARTICLE 12 – NOTICES





	 	12.01	 	It shall be a sufficient giving of any notice, request, report, statement,
disclosure or other communication hereunder if the party giving the same shall






	 	(a)	 	hand deliver such communication; or




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	 	(b)	 	mail such a communication, postage prepaid, first class, certified mail; or
	 
	 	(c)	 	send such communication, shipping prepaid by
national/international courier service






	 	 	 	to the party to receive such communication at the address given below, or such other
address as may hereafter be designated by notice in writing by the appertaining
party.





	 	 	 
	DANTE

	 	OREXIGEN
	 
	 	 
	Lee G. Dante

	 	Orexigen Therapeutics, Inc.
	[***]

	 	Attn: Chief Executive Officer
	 

	 	One Palmer Square, Suite 515
	 

	 	Princeton, NJ 08540 USA
	 
	 	 
	cc: (if of a legal nature)

	 	Biotech Law Associates, P.C.
	Flamm, Boroff & Bacine, P.C.

	 	Attn: Douglas A. Branch
	Attn: Mark W. Mullineaux

	 	800 Research Parkway, Suite 310
	925 Harvest Drive, Suite 220

	 	Oklahoma City, OK 73104
	Blue Bell, PA 19422
	 	 







	 	12.02	 	The date of giving any such notice, request, report, statement, disclosure or
other communications, and the date of making any payment hereunder required (provided
such payment is received), shall be the actual date of receipt.





ARTICLE 13 – ASSIGNMENT





	 	13.01	 	This AGREEMENT shall be binding upon and inure to the benefit of the
respective successors and assigns of the parties hereto. However, OREXIGEN may not
assign its rights in this AGREEMENT without approval by DANTE, such approval not to be
unreasonably withheld. Notwithstanding the foregoing, a change of control transaction,
merger, consolidation or sale of substantially all of the assets of OREXIGEN shall not
be deemed an assignment for purposes of this clause and no consent of DANTE shall be
required for such transactions.





ARTICLE 14 – INDEMNITY, INSURANCE, REPRESENTATIONS, STATUS





	 	14.01	 	DANTE will be indemnified, defended by counsel reasonably acceptable to DANTE,
and held harmless by OREXIGEN and appertaining SUBLICENSEES, as the case may be,
from and against any claim, liability, cost, expense, damage, deficiency, loss or
obligation, of any kind or nature (including, without limitation, reasonable
attorneys’ fees and other costs and expenses of defense) (collectively, “CLAIMS”)
based upon, arising out of, or otherwise relating to this AGREEMENT including, but
not limited to, (i) any action relating to product liability, and (ii) any CLAIM
that a LICENSED PRODUCT and/or practice of





 




			
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	 	 	 	any of the PATENT RIGHTS infringes the intellectual property of a THIRD PARTY.
However, the foregoing indemnity shall not apply to CLAIMS to the extent that they
(w) are related to CLAIMS made by John S. Nagle with respect to the PATENT RIGHTS,
(x) are caused by the gross negligence of DANTE, (y) are caused by a material breach
of this AGREEMENT by DANTE, and/or (z) pertain solely to claims that the activities
of DANTE infringe the intellectual property of a THIRD PARTY.






	 	14.02	 	OREXIGEN will purchase and maintain in effect, at its sole expense, with
reputable insurance companies, appropriate insurance policies, including, but not
limited to a policy of product liability insurance and a policy of general liability
insurance, in such amounts as is reasonably sufficient and commercially reasonable to
protect against its liability under Section 14.01 above. Further, OREXIGEN will
require that every SUBLICENSEE, purchase and maintain in effect, at its sole expense,
with reputable insurance companies, appropriate insurance policies, including, but not
limited to a policy of product liability insurance and a policy of general liability
insurance, in such amounts as is reasonably sufficient and commercially reasonable to
protect against their respective liability as regards Section 14.01 above. It is
understood and agreed that OREXIGEN and/or SUBLICENSEES (as the case may be) shall not
be required to possess product liability insurance under this Section 14.02 until the
first of the following to occur as regards OREXIGEN and/or appertaining SUBLICENSEES
(i) commencement of clinical trials of a LICENSED PRODUCT; or (ii) commencement of
sale, lease, or provision of LICENSED PRODUCTS (including, but not limited to provision
of LICENSED SERVICES in connection with a clinical trial). DANTE shall have the right
to ascertain from time to time that any required coverage under this Section 14.02
exists, such right to be exercised by DANTE in a reasonable manner.
	 
	 	14.03	 	DANTE MAKES NO REPRESENTATIONS NOR EXTENDS ANY WARRANTIES OF ANY KIND. IN
PARTICULAR, THERE ARE NO EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS
FOR A PARTICULAR PURPOSE OR THAT THE USE OF THE PATENT RIGHTS DOES NOT INFRINGE ANY
PATENT, COPYRIGHT, TRADEMARK OR OTHER RIGHTS. IN ADDITION, NOTHING IN THIS AGREEMENT
SHALL BE DEEMED TO BE A REPRESENTATION OR WARRANTY BY DANTE OF THE VALIDITY OF ANY OF
THE PATENT RIGHTS OR THE ACCURACY, SAFETY, EFFICACY, OR USEFULNESS, FOR ANY PURPOSE, OF
THE PATENT RIGHTS. FURTHER, DANTE SHALL HAVE NO LIABILITY WHATSOEVER TO OREXIGEN, ITS
AFFILIATES, SUBLICENSEES, OR ANY THIRD PARTIES FOR OR ON ACCOUNT OF ANY INJURY, LOSS,
OR DAMAGE, OF ANY KIND OR NATURE, SUSTAINED BY, OR ANY DAMAGE ASSESSED OR ASSERTED
AGAINST, OR ANY OTHER LIABILITY INCURRED BY OR IMPOSED UPON OREXIGEN OR ANY OTHER
PERSON OR ENTITY, ARISING OUT OF OR IN CONNECTION WITH OR RESULTING FROM:




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	 	(a)	 	the production, use, practice, offering, lease, or sale of any LICENSED
PRODUCT;
	 
	 	(b)	 	the use of the PATENT RIGHTS; or
	 
	 	(c)	 	any advertising or other promotional activities with respect to
any of the foregoing.






	 	 	 	The provisions of this Section 14.03 shall in no way limit or offset the
indemnification provided for in Section 14.04 and shall be superseded in its
application by Section 14.04.
	 
	 	14.04	 	OREXIGEN has been informed of agreements between DANTE and John S. Nagle
(“NAGLE”) regarding ownership of the PATENT RIGHTS. DANTE has informed OREXIGEN that,
based on an agreement dated October 23, 2003 between DANTE and NAGLE, and a payment by
DANTE to NAGLE, DANTE is the sole owner of the PATENT RIGHTS. This Section 14.04
governs the rights and responsibilities of the parties relative to such matter.






	 	(a)	 	In the event of any actual or threatened litigation involving
OREXIGEN or DANTE in which NAGLE (or any third party claiming rights from
NAGLE) claims an ownership interest in, or a license or other right to, the
PATENT RIGHTS (the “NAGLE LITIGATION”), OREXIGEN hereby agrees to assist DANTE
in such matter, as provided in this Section 14.04.
	 
	 	(b)	 	[***] shall pay all costs incurred by [***] in pursuing or
defending any NAGLE LITIGATION, including, but not limited to, all attorney’s
fees, litigation costs incurred by any attorney representing [***], court
costs, expert fees, travel costs, copying costs, and other costs related to the
NAGLE LITIGATION (hereinafter referred to as “NAGLE EXPENSES”). [***] shall
pay the NAGLE EXPENSES if [***] defends an action brought by NAGLE (or any
third party claiming rights from NAGLE) that includes a claim of ownership of,
or license rights to, the PATENT RIGHTS. [***] shall also pay the NAGLE
EXPENSES if DANTE or OREXIGEN brings an action against NAGLE (or any third
party claiming rights from NAGLE) so long as in any such action, [***] does not
make a claim in addition to ownership of the PATENT RIGHTS. OREXIGEN and DANTE
shall consult on litigation strategy, including, but not limited to, the
selection of counsel, whether to institute an action and/or the selection of
court (including geographic location). The rights and obligations under this
Section 14.04 (b) are separate and apart from the rights and obligations stated
in Sections 14.04 (c) and 14.04 (d) covering indemnification and hold harmless
terms. Any rights or obligations or payments incurred or made under Sections
14.04 (c) and 14.04 (d) shall have no impact on any obligation of [***] to pay
NAGLE EXPENSES.





 




			
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	 	(c)	 	DANTE shall be indemnified and held harmless by OREXIGEN, from and
against any CLAIMS relating to or arising from NAGLE LITIGATION; provided,
however, the extent to which OREXIGEN shall be required to so indemnify
shall be reduced by any payments (the “DANTE ROYALTY PAYMENTS”) made to
DANTE under Section 3.01 (other than Sections 3.01(a) or 3.01(f)). The
payment of any NAGLE EXPENSES by OREXIGEN shall not be reduced by any DANTE ROYALTY PAYMENTS. OREXIGEN shall not be required to
so indemnify DANTE under this Section 3.01 to the extent the CLAIMS in
connection with the NAGLE LITIGATION arise out of, or are attributable to,
fraud or material and intentional misrepresentation on the part of DANTE.
	 
	 	(d)	 	OREXIGEN and its appertaining SUBLICENSEES shall be indemnified
and held harmless by DANTE from and against any CLAIMS (excluding NAGE
EXPENSES) relating to or arising from NAGLE LITIGATION; provided, however, that
such indemnification shall be limited to the total amount of DANTE ROYALTY
PAYMENTS made during the term of this AGREEMENT.






	 	14.05	 	Neither party hereto is an agent of the other party for any purpose whatsoever.





ARTICLE 15 – USE OF A PARTY’S NAME





	 	15.01	 	Neither party will, without the prior written consent of the other party:






	 	(a)	 	use in any publication, advertising, publicity, press release,
promotional activity or otherwise, any trade-name, personal name, trademark,
trade device, service mark, symbol, image, icon, or any abbreviation,
contraction or simulation thereof owned by the other party; or
	 
	 	(b)	 	represent, either directly or indirectly, that any product or
service of the other party is a product or service of the representing party or
that it is made in accordance with or utilizes the information or documents of
the other party.





ARTICLE 16 – SEVERANCE AND WAIVER





	 	16.01	 	Each clause of this AGREEMENT 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 AGREEMENT will not be affected
thereby.
	 
	 	16.02	 	The failure of a party in any instance to insist upon the strict performance
of the terms of this AGREEMENT will not be construed to be a waiver or relinquishment
of any of the terms of this AGREEMENT, either at the time of the party’s failure to
insist upon strict performance or at any time in the future, and such terms will
continue in full force and effect.






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ARTICLE 17 – TITLES





	 	17.01	 	All titles and article headings contained in this AGREEMENT are inserted only
as a matter of convenience and reference. They do not define, limit, extend or
describe the scope of this AGREEMENT or the intent of any of its provisions.





ARTICLE 18 – SURVIVAL OF TERMS





	 	18.01	 	The provisions of Sections 3.01(a), 3.01(b)-(e) (as regards financial
obligations described therein incurred during the term of this AGREEMENT), 5.01, 5.03
(as regards obligations for reports and payments due to DANTE for activities occurring
during the term of this AGREEMENT), 6.02(a), 9.01 (as regards assignment to DANTE by
OREXIGEN of full title and interest in and full documentation of said market clearance
applications and all data that could relate to market clearance applications), 10.07,
10.08 and Articles 1, 7, 8 (to the extent, but only to the extent, that such
infringement occurs during the term of this AGREEMENT and excluding Section 8.06 which
shall only apply during the term of this AGREEMENT), 11, 12, 13, 14, 15, 16, 18 and 19
shall survive the expiration or termination of this AGREEMENT.





ARTICLE 19 – GOVERNING LAW





	 	19.01	 	This AGREEMENT shall be construed as having been entered into in the
Commonwealth of Pennsylvania and shall be interpreted in accordance with and its
performance governed by the laws of the Commonwealth of Pennsylvania, excluding choice
of law provisions. Notwithstanding the foregoing, questions affecting the construction
and effect of any patent in PATENT RIGHTS shall be determined by the law of the country
in which the patent was granted.





ARTICLE 20 – ARBITRATION





	 	20.01	 	Any controversy or claim arising out of or relating to this AGREEMENT or the
breach thereof will be settled by arbitration in Philadelphia, Pennsylvania, before and
in accordance with the Commercial Arbitration Rules (the “RULES”) of the American
Arbitration Association (“AAA”). While the Rules shall apply, the parties will proceed
as set forth below without hiring or paying AAA to manage the case. The parties shall
follow the Rules and any applicable law. The award rendered in that arbitration will
be binding on the parties hereto, and judgment upon the award can be entered by any
court having jurisdiction thereof. Without detracting from the generality of the
foregoing, the following specific provisions will also apply:






	 	(a)	 	The proceedings will be held by a panel of three arbitrators,
each party having the right to select one arbitrator, with the third to be
selected in accordance with the Rules of the American Arbitration Association;
	 
	 	(b)	 	The parties, by mutual agreement, can also provide that all or part of
the arbitration proceedings be held outside of Philadelphia, Pennsylvania;
in





 - 21 - 









 






	 	 	 	this event, the parties will equally bear any special expenses resulting
from that decision;






	 	(c)	 	Before rendering their final decision, the arbitrators will
first act as friendly, disinterested parties for the purpose of helping the
parties reach compromise settlements on the points in dispute; and
	 
	 	(d)	 	The costs of the arbitration will be in the discretion of the
arbitrators, provided, however, that no party is obliged to pay more than its
own costs, the costs of the arbitrator it has nominated, and the cost of the
third arbitrator.





ARTICLE 21 – ENTIRE UNDERSTANDING





	 	21.01	 	This AGREEMENT represents the entire understanding between the parties, and
supersedes all other agreements, express or implied, between the parties concerning the
subject matter hereof, and shall not be subject to any change or modification except by
the execution of a written instrument subscribed to by the parties hereto.





     IN WITNESS WHEREOF, the parties hereto have executed this AGREEMENT on the dates set forth
below.



	 	 	 	 	 	 	 	 	 
	LEE G. DANTE	 	 	 	OREXIGEN THERAPEUTICS, INC.	 	 
	 
	 	 	 	 	 	 	 	 
	/s/ Lee G. Dante M.D.
 


	 	 	 	By:
	 	/s/ John F. Crowley
 

	 	 
	 	 	 	 	John F. Crowley	 	 
	 	 	 	 	President and Chief Executive Officer	 	 
	 
	 	 	 	 	 	 	 	 
	Date: 6/11/04	 	 	 	Date: 6/10/04	 	 






 - 22 - 









 





APPENDICES




APPENDIX A—PATENT RIGHTS




APPENDIX B—STOCK OPTION AGREEMENT




APPENDIX C—CONSULTING AGREEMENT



 - 23 - 









 





APPENDIX A




PATENT RIGHTS




	 	 	 
	Patent No.	 	 
	[***]

	 	[***]
	[***]

	 	[***]
	[***]

	 	[***]
	[***]

	 	[***]
	[***]

	 	[***]





 
 




			
	***	 	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.




 









 





APPENDIX B




STOCK OPTION AGREEMENT




(attached)




 









 





OREXIGEN THERAPEUTICS, INC.




2004 STOCK PLAN




NOTICE OF STOCK OPTION GRANT




«Optionee»:



     You have been granted an option to purchase Common Stock of Orexigen Therapeutics, Inc. (the
“Company”) as follows:



	 	 	 
	Date of Grant:

	 	«GrantDate»
	 
	 	 
	Exercise Price per Share:

	 	«ExercisePrice»
	 
	 	 
	Total Number of Shares Granted:

	 	«NoofShares»
	 
	 	 
	Total Exercise Price:

	 	«TotalExercisePrice»
	 
	 	 
	Type of Option:

	 	«ISO»«NSO»
	 
	 	 
	Expiration Date:

	 	«ExpirDate10_years_from_grant»
	 
	 	 
	Vesting Commencement Date:

	 	«VestingCommencementDate»
	 
	 	 
	Vesting Schedule:

	 	So long as your Continuous Service Status with the Company continues, the
Shares underlying this Option shall vest and become exerciseable in accordance with the
following schedule: twenty-five percent (25%) of the total number of Shares subject to
the Option shall vest on the 1st anniversary of the Vesting Commencement Date and
1/36th of the total remaining number of Shares subject to the Option shall
vest on the same day of each month thereafter.
	 
	 	 
	Termination Period:

	 	This Option may be exercised for ninety (90) days after termination of
Optionee’s Continuous Service Status except as set out in Section 5 of the Stock Option
Agreement (but in no event later than the Expiration Date). Optionee is responsible
for keeping track of these exercise periods following termination for any reason of his
or her service relationship with the Company. The Company will not provide further
notice of such periods.
	 
	 	 
	Transferability:

	 	This Option may not be transferred.






 









 





     By your signature and the signature of the Company’s representative below, you and the Company
agree that this option is granted under and governed by the terms and conditions of the Orexigen
Therapeutics, Inc. 2004 Stock Plan and the Stock Option Agreement, both of which are attached and
made a part of this document.



     In addition, you agree and acknowledge that your rights to any Shares underlying the Option
will be earned only as you provide services to the Company over time, that the grant of the Option
is not as consideration for services you rendered to the Company prior to your Vesting Commencement
Date, and that nothing in this Notice or the attached documents confers upon you any right to
continue your employment or consulting relationship with the Company for any period of time, nor
does it interfere in any way with your right or the Company’s right to terminate that relationship
at any time, for any reason, with or without cause.



	 	 	 	 	 	 	 	 	 
	Dated: «GrantDate»	 	 	 	OREXIGEN THERAPEUTICS, INC.	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	 	 	 
	 

«Optionee»

	 	 	 	 	 	 

John F. Crowley,
	 	 
	 

	 	 	 	 	 	President and Chief Executive Officer	 	 






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OREXIGEN THERAPEUTICS, INC.




2004 STOCK PLAN




STOCK OPTION AGREEMENT




     1. Grant of Option. Orexigen Therapeutics, Inc., a Delaware corporation (the
“Company”), hereby grants to «Optionee» (“Optionee”), an option (the
“Option”) to purchase the total number of shares of Common Stock (the “Shares”) set
forth in the Notice of Stock Option Grant (the “Notice”), at the exercise price per Share
set forth in the Notice (the “Exercise Price”) subject to the terms, definitions and
provisions of the Orexigen Therapeutics, Inc. 2004 Stock Plan (the “Plan”) adopted by the
Company, which is incorporated in this Agreement by reference. Unless otherwise defined in this
Agreement, the terms used in this Agreement shall have the meanings defined in the Plan.



     2. Designation of Option. This Option is intended to be an Incentive Stock Option as
defined in Section 422 of the Code only to the extent so designated in the Notice, and to the
extent it is not so designated or to the extent the Option does not qualify as an Incentive Stock
Option, it is intended to be a Nonstatutory Stock Option.



     Notwithstanding the above, if designated as an Incentive Stock Option, in the event that the
Shares subject to this Option (and all other Incentive Stock Options granted to Optionee by the
Company or any Parent or Subsidiary, including under other plans of the Company) that first become
exercisable in any calendar year have an aggregate fair market value (determined for each Share as
of the date of grant of the option covering such Share) in excess of $100,000, the Shares in excess
of $100,000 shall be treated as subject to a Nonstatutory Stock Option, in accordance with Section
5(c) of the Plan.



     3. Exercise of Option. This Option shall become exercisable during its term in
accordance with the Vesting Schedule set out in the Notice and with the provisions of Section 10 of
the Plan as follows:



          (a) Right to Exercise.




               (i) The Option may only be exercised to the extent it has become vested.



               (ii) This Option may not be exercised for a fraction of a share.



               (iii) In the event of Optionee’s death, disability or other termination of employment, the
exercisability of the Option is governed by Section 5 below, subject to the limitations contained
in this Section 3.



               (iv) In no event may this Option be exercised after the Expiration Date of the Option as set
forth in the Notice.



-1-









 





          (b) Method of Exercise.




               (i) This Option shall be exercisable by execution and delivery of the Exercise Notice and
Restricted Stock Purchase Agreement attached hereto as Exhibit A, or any other form of
written notice approved for such purpose by the Company which shall state Optionee’s election to
exercise the Option, the number of Shares in respect of which the Option is being exercised, and
such other representations and agreements as to the holder’s investment intent with respect to such
Shares as may be required by the Company pursuant to the provisions of the Plan. Such written
notice shall be signed by Optionee and shall be delivered to the Company by such means as are
determined by the Plan Administrator in its discretion to constitute adequate delivery. The
written notice shall be accompanied by payment of the Exercise Price. This Option shall be deemed
to be exercised upon receipt by the Company of such written notice accompanied by the Exercise
Price.



               (ii) As a condition to the exercise of this Option and as further set forth in Section 12 of
the Plan, Optionee agrees to make adequate provision for federal, state or other tax withholding
obligations, if any, which arise upon the vesting or exercise of the Option, or disposition of
Shares, whether by withholding, direct payment to the Company, or otherwise.



               (iii) The Company is not obligated, and will have no liability for failure, to issue or
deliver any Shares upon exercise of the Option unless such issuance or delivery would comply with
the Applicable Laws, with such compliance determined by the Company in consultation with its legal
counsel. This Option may not be exercised until such time as the Plan has been approved by the
stockholders of the Company, or if the issuance of such Shares upon such exercise or the method of
payment of consideration for such shares would constitute a violation of any applicable federal or
state securities or other law or regulation, including any rule under Part 221 of Title 12 of the
Code of Federal Regulations as promulgated by the Federal Reserve Board. As a condition to the
exercise of this Option, the Company may require Optionee to make any representation and warranty
to the Company as may be required by the Applicable Laws. Assuming such compliance, for income tax
purposes the Shares shall be considered transferred to Optionee on the date on which the Option is
exercised with respect to such Shares.



     4. Method of Payment. Payment of the Exercise Price shall be by any of the following,
or a combination of the following, at the election of Optionee:



          (a) cash or check;




          (b) cancellation of indebtedness;




          (c) prior to the date, if any, upon which the Common Stock becomes a Listed Security, by
surrender of other shares of Common Stock of the Company that have an aggregate Fair Market Value
on the date of surrender equal to the Exercise Price of the Shares as to which the Option is being
exercised. In the case of shares acquired directly or indirectly from the Company, such shares
must have been owned by Optionee for more than six (6) months on the date of surrender (or such
other period of time as is necessary to avoid the Company’s incurring adverse accounting charges);
or




-2-









 








          (d) following the date, if any, upon which the Common Stock is a Listed Security, and if the
Company is at such time permitting “same day sale” cashless brokered exercises, delivery of a
properly executed exercise notice together with irrevocable instructions to a broker participating
in such cashless brokered exercise program to deliver promptly to the Company the amount required
to pay the exercise price (and applicable withholding taxes).




     5. Termination of Relationship. Following the date of termination of Optionee’s
Continuous Service Status for any reason (the “Termination Date”), Optionee may exercise
the Option only as set forth in the Notice and this Section 5. To the extent that Optionee is not
entitled to exercise this Option as of the Termination Date, or if Optionee does not exercise this
Option within the Termination Period set forth in the Notice or the termination periods set forth
below, the Option shall terminate in its entirety. In no event may any Option be exercised after
the Expiration Date of the Option as set forth in the Notice.



          (a) Termination. In the event of termination of Optionee’s Continuous Service Status
other than as a result of Optionee’s disability or death, Optionee may, to the extent Optionee is
vested in the Option Shares at the date of such termination (the “Termination Date”),
exercise this Option during the Termination Period set forth in the Notice.




          (b) Other Terminations. In connection with any termination other than a termination
covered by Section 5(a), Optionee may exercise the Option only as described below:




               (i) Termination upon Disability of Optionee. In the event of termination of
Optionee’s Continuous Service Status as a result of Optionee’s disability, Optionee may, but only
within six (6) months from the Termination Date, exercise this Option to the extent Optionee was
vested in the Option Shares as of such Termination Date.



               (ii) Death of Optionee. In the event of the death of Optionee (a) during the term of
this Option and while an Employee or Consultant of the Company and having been in Continuous
Service Status since the date of grant of the Option, or (b) within thirty (30) days after
Optionee’s Termination Date, the Option may be exercised at any time within twelve (12) months
following the date of death by Optionee’s estate or by a person who acquired the right to exercise
the Option by bequest or inheritance, but only to the extent Optionee was vested in the Option as
of the Termination Date.



     6. Non-Transferability of Option. Except as otherwise set forth in the Notice, this
Option may not be transferred in any manner otherwise than by will or by the laws of descent or
distribution and may be exercised during the lifetime of Optionee only by him or her. The terms of
this Option shall be binding upon the executors, administrators, heirs, successors and assigns of
Optionee.



     7. Tax Consequences. Below is a brief summary as of the date of this Option of
certain of the federal tax consequences of exercise of this Option and disposition of the Shares
under the laws in effect as of the Date of Grant. THIS SUMMARY IS INCOMPLETE, AND THE TAX LAWS AND
REGULATIONS ARE SUBJECT TO CHANGE. OPTIONEE SHOULD CONSULT A TAX ADVISER BEFORE EXERCISING THIS
OPTION OR DISPOSING OF THE SHARES.



-3-









 





          (a) Incentive Stock Option.




               (i) Tax Treatment upon Exercise and Sale of Shares. If this Option qualifies as an
Incentive Stock Option, there will be no regular federal income tax liability upon the exercise of
the Option, although the excess, if any, of the fair market value of the Shares on the date of
exercise over the Exercise Price will be treated as an adjustment to the alternative minimum tax
for federal tax purposes and may subject Optionee to the alternative minimum tax in the year of
exercise. If Shares issued upon exercise of an Incentive Stock Option are held for at least one
(1) year after exercise and are disposed of at least two (2) years after the Option grant date, any
gain realized on disposition of the Shares will also be treated as long-term capital gain for
federal income tax purposes. If Shares issued upon exercise of an Incentive Stock Option are
disposed of within such one (1)-year period or within two (2) years after the Option grant date,
any gain realized on such disposition will be treated as compensation income (taxable at ordinary
income rates) to the extent of the difference between the Exercise Price and the lesser of (i) the
Fair Market Value of the Shares on the date of exercise, or (ii) the sale price of the Shares.



               (ii) Notice of Disqualifying Dispositions. With respect to any Shares issued upon
exercise of an Incentive Stock Option, if Optionee sells or otherwise disposes of such Shares on or
before the later of (i) the date two (2) years after the Option grant date, or (ii) the date one
(1) year after the date of exercise, Optionee shall immediately notify the Company in writing of
such disposition. Optionee acknowledges and agrees that he or she may be subject to income tax
withholding by the Company on the compensation income recognized by Optionee from the early
disposition by payment in cash or out of the current earnings paid to Optionee.



          (b) Nonstatutory Stock Option. If this Option does not qualify as an Incentive Stock
Option, there may be a regular federal (and state) income tax liability upon the exercise of the
Option. Optionee will be treated as having received compensation income (taxable at ordinary income
tax rates) equal to the excess, if any, of the Fair Market Value of the Shares on the date of
exercise over the Exercise Price. If Optionee is an Employee, the Company will be required to
withhold from Optionee’s compensation or collect from Optionee and pay to the applicable taxing
authorities an amount equal to a percentage of this compensation income at the time of exercise.
If Shares issued upon exercise of a Nonstatutory Stock Option are held for at least one (1) year,
any gain realized on disposition of the Shares will be treated as long-term capital gain for
federal income tax purposes.




     8. Lock-Up Agreement. In connection with the initial public offering of the Company’s
securities and upon request of the Company or the underwriters managing any underwritten offering
of the Company’s securities, Optionee hereby agrees not to sell, make any short sale of, loan,
grant any option for the purchase of, or otherwise dispose of any securities of the Company however
and whenever acquired (other than those included in the registration) without the prior written
consent of the Company or such underwriters, as the case may be, for such period of time (not to
exceed one hundred eighty (180) days) from the effective date of such registration as may be
requested by the Company or such managing underwriters and to execute an agreement reflecting the
foregoing as may be requested by the underwriters at the time of the public offering.



-4-









 





     9. Effect of Agreement. Optionee acknowledges receipt of a copy of the Plan and
represents that he or she is familiar with the terms and provisions thereof (and has had an
opportunity to consult counsel regarding the Option terms), and hereby accepts this Option and
agrees to be bound by its contractual terms as set forth herein and in the Plan. Optionee hereby
agrees to accept as binding, conclusive and final all decisions and interpretations of the Plan
Administrator regarding any questions relating to the Option. In the event of a conflict between
the terms and provisions of the Plan and the terms and provisions of the Notice and this Agreement,
the Plan terms and provisions shall prevail. The Option, including the Plan, constitutes the
entire agreement between Optionee and the Company on the subject matter hereof and supersedes all
proposals, written or oral, and all other communications between the parties relating to such
subject matter.



[Signature Page Follows]




-5-









 








     This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed
an original and all of which together shall constitute one document.



	 	 	 	 	 	 	 	 	 
	Dated: «GrantDate»	 	 	 	OREXIGEN THERAPEUTICS, INC.	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	«Optionee»	 	 	 	John F. Crowley,	 	 
	 	 	 	 	President and Chief Executive Officer	 	 
	Address for Notice:
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	«Address»
	 	 	 	 	 	 	 	 






-6-









 





EXHIBIT A




OREXIGEN THERAPEUTICS, INC.




2004 STOCK PLAN




EXERCISE NOTICE AND RESTRICTED STOCK PURCHASE AGREEMENT




     This Agreement (“Agreement”) is made as of ___, by and between Orexigen
Therapeutics, Inc., a Delaware corporation (the “Company”), and «Optionee»
(“Purchaser”). To the extent any capitalized terms used in this Agreement are not defined,
they shall have the meaning ascribed to them in the Company’s 2004 Stock Plan (the “Plan”).



     1. Exercise of Option. Subject to the terms and conditions hereof, Purchaser hereby
elects to exercise his or her option to purchase «NoofShares» shares of the Common Stock (the
“Shares”) of the Company under and pursuant to the Plan and the Stock Option Agreement
granted «GrantDate», (the “Option Agreement”). Of these Shares, Purchaser has elected to
purchase                      of those Shares which have become vested as of the date hereof under the
Vesting Schedule set forth in the Notice of Stock Option Grant. The purchase price for the Shares
shall be «ExercisePrice» per Share for a total purchase price of $                    . The term
“Shares” refers to the purchased Shares and all securities received in replacement of the
Shares or as stock dividends or splits, all securities received in replacement of the Shares in a
recapitalization, merger, reorganization, exchange or the like, and all new, substituted or
additional securities or other properties to which Purchaser is entitled by reason of Purchaser’s
ownership of the Shares.



     2. Time and Place of Exercise. The purchase and sale of the Shares under this
Agreement shall occur at the principal office of the Company simultaneously with the execution and
delivery of this Agreement in accordance with the provisions of Section 3(b) of the Option
Agreement. On such date, the Company will deliver to Purchaser a certificate representing the
Shares to be purchased by Purchaser (which shall be issued in Purchaser’s name) against payment of
the exercise price therefor by Purchaser by any method listed in Section 4 of the Option Agreement.



     3. Limitations on Transfer. In addition to any other limitation on transfer created
by applicable securities laws, Purchaser shall not assign, encumber or dispose of any interest in
the Shares except in compliance with the provisions below and applicable securities laws.



          (a) Right of First Refusal. Before any Shares held by Purchaser or any transferee of
Purchaser (either being sometimes referred to herein as the “Holder”) may be sold or
otherwise transferred (including transfer by gift or operation of law), the Company or its
assignee(s) shall have a right of first refusal to purchase the Shares on the terms and conditions
set forth in this Section 3(a) (the “Right of First Refusal”).




               (i) Notice of Proposed Transfer. The Holder of the Shares shall deliver to the
Company a written notice (the “Notice”) stating: (i) the Holder’s bona fide



-7-









 







intention to sell or otherwise transfer such Shares; (ii) the name of each proposed purchaser
or other transferee (“Proposed Transferee”); (iii) the number of Shares to be transferred
to each Proposed Transferee; and (iv) the terms and conditions of each proposed sale or transfer.
The Holder shall offer the Shares at the same price (the “Offered Price”) and upon the same
terms (or terms as similar as reasonably possible) to the Company or its assignee(s).



               (ii) Exercise of Right of First Refusal. At any time within thirty (30) days after
receipt of the Notice, the Company and/or its assignee(s) may, by giving written notice to the
Holder, elect to purchase all, but not less than all, of the Shares proposed to be transferred to
any one or more of the Proposed Transferees, at the purchase price determined in accordance with
subsection (iii) below.



               (iii) Purchase Price. The purchase price (“Purchase Price”) for the Shares
purchased by the Company or its assignee(s) under this Section 3(a) shall be the Offered Price. If
the Offered Price includes consideration other than cash, the cash equivalent value of the non-cash
consideration shall be determined by the Board of Directors of the Company in good faith.



               (iv) Payment. Payment of the Purchase Price shall be made, at the option of the
Company or its assignee(s), in cash (by check), by cancellation of all or a portion of any
outstanding indebtedness, or by any combination thereof within thirty (30) days after receipt of
the Notice or in the manner and at the times set forth in the Notice.



               (v) Holder’s Right to Transfer. If all of the Shares proposed in the Notice to be
transferred to a given Proposed Transferee are not purchased by the Company and/or its assignee(s)
as provided in this Section 3(a), then the Holder may sell or otherwise transfer such Shares to
that Proposed Transferee at the Offered Price or at a higher price, provided that such sale or
other transfer is consummated within sixty (60) days after the date of the Notice and provided
further that any such sale or other transfer is effected in accordance with any applicable
securities laws and the Proposed Transferee agrees in writing that the provisions of this Section 3
shall continue to apply to the Shares in the hands of such Proposed Transferee. If the Shares
described in the Notice are not transferred to the Proposed Transferee within such period, or if
the Holder proposes to change the price or other terms to make them more favorable to the Proposed
Transferee, a new Notice shall be given to the Company, and the Company and/or its assignees shall
again be offered the Right of First Refusal before any Shares held by the Holder may be sold or
otherwise transferred.



               (vi) Exception for Certain Family Transfers. Anything to the contrary contained in
this Section 3(a) notwithstanding, the transfer of any or all of the Shares during Purchaser’s
lifetime or on Purchaser’s death by will or intestacy to Purchaser’s Immediate Family or a trust
for the benefit of Purchaser’s Immediate Family shall be exempt from the provisions of this Section
3(a). “Immediate Family” as used herein shall mean any child, stepchild, grandchild,
parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law,
father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law (including adoptive
relationships). In such case, the transferee or other recipient shall receive and hold the Shares
so transferred subject to the provisions of this Section, and



-8-









 







there shall be no further transfer of such Shares except in accordance with the terms of this
Section 3.



          (b) Involuntary Transfer.




               (i) Company’s Right to Purchase upon Involuntary Transfer. In the event, at any time
after the date of this Agreement, of any transfer by operation of law or other involuntary transfer
(including death or divorce, but excluding a transfer to Immediate Family as set forth in Section
3(a)(vi) above) of all or a portion of the Shares by the record holder thereof, the Company shall
have an option to purchase all of the Shares transferred. Upon such a transfer, the person
acquiring the Shares shall promptly notify the Secretary of the Company of such transfer. The
right to purchase such Shares shall be provided to the Company for a period of thirty (30) days
following receipt by the Company of written notice by the person acquiring the Shares.



               (ii) Price for Involuntary Transfer. With respect to any stock to be transferred
pursuant to Section 3(b)(i), the price per Share shall be a price set by the Board of Directors of
the Company that will reflect the current value of the stock in terms of present earnings and
future prospects of the Company. The Company shall notify Purchaser or his or her executor of the
price so determined within thirty (30) days after receipt by it of written notice of the transfer
or proposed transfer of Shares. However, if the Purchaser or his or her executor does not agree
with the valuation as determined by the Board of Directors of the Company, the Purchaser or the
executor shall be entitled to have the valuation determined by an independent appraiser to be
mutually agreed upon by the Company and the Purchaser or the executor and whose fees shall be borne
equally by the Company and the Purchaser or the Purchaser’s estate.



          (c) Assignment. The right of the Company to purchase any part of the Shares may be
assigned in whole or in part to any stockholder or stockholders of the Company or other persons or
organizations.




          (e) Restrictions Binding on Transferees. All transferees of Shares or any interest
therein will receive and hold such Shares or interest subject to the provisions of this Agreement.
Any sale or transfer of the Company’s Shares shall be void unless the provisions of this Agreement
are satisfied.




          (f) Termination of Rights. The right of first refusal granted the Company by Section
3(a) above and the option to repurchase the Shares in the event of an involuntary transfer granted
the Company by Section 3(b) above shall terminate upon the first sale of Common Stock of the
Company to the general public pursuant to a registration statement filed with and declared
effective by the Securities and Exchange Commission under the Securities Act of 1933, as amended
(the “Securities Act”). Upon termination of the right of first refusal described in
Section 3(a) above, a new certificate or certificates representing the Shares not repurchased shall
be issued, on request, without the legend referred to in Section 5(a)(ii) herein and delivered to
Purchaser.




-9-









 








     4. Investment and Taxation Representations. In connection with the purchase of the
Shares, Purchaser represents to the Company the following:



          (a) Purchaser is aware of the Company’s business affairs and financial condition and has
acquired sufficient information about the Company to reach an informed and knowledgeable decision
to acquire the Shares. Purchaser is purchasing these securities for investment for his or her own
account only and not with a view to, or for resale in connection with, any “distribution” thereof
within the meaning of the Securities Act or under any applicable provision of state law. Purchaser
does not have any present intention to transfer the Shares to any person or entity.




          (b) Purchaser understands that the Shares have not been registered under the Securities Act by
reason of a specific exemption therefrom, which exemption depends upon, among other things, the
bona fide nature of Purchaser’s investment intent as expressed herein.




          (c) Purchaser further acknowledges and understands that the securities must be held
indefinitely unless they are subsequently registered under the Securities Act or an exemption from
such registration is available. Purchaser further acknowledges and understands that the Company is
under no obligation to register the securities. Purchaser understands that the certificate(s)
evidencing the securities will be imprinted with a legend which prohibits the transfer of the
securities unless they are registered or such registration is not required in the opinion of
counsel for the Company.




          (d) Purchaser is familiar with the provisions of Rules 144 and 701, each promulgated under the
Securities Act, which, in substance, permit limited public resale of “restricted securities”
acquired, directly or indirectly, from the issuer of the securities (or from an affiliate of such
issuer), in a non-public offering subject to the satisfaction of certain conditions. Purchaser
understands that the Company provides no assurances as to whether he or she will be able to resell
any or all of the Shares pursuant to Rule 144 or Rule 701, which rules require, among other things,
that the Company be subject to the reporting requirements of the Securities Exchange Act of 1934,
as amended, that resales of securities take place only after the holder of the Shares has held the
Shares for certain specified time periods, and under certain circumstances, that resales of
securities be limited in volume and take place only pursuant to brokered transactions.
Notwithstanding this paragraph (d), Purchaser acknowledges and agrees to the restrictions set forth
in paragraph (e) below.




          (e) Purchaser further understands that in the event all of the applicable requirements of Rule
144 or 701 are not satisfied, registration under the Securities Act, compliance with Regulation A,
or some other registration exemption will be required; and that, notwithstanding the fact that
Rules 144 and 701 are not exclusive, the Staff of the Securities and Exchange Commission has
expressed its opinion that persons proposing to sell private placement securities other than in a
registered offering and otherwise than pursuant to Rule 144 or 701 will have a substantial burden
of proof in establishing that an exemption from registration is available for such offers or sales,
and that such persons and their respective brokers who participate in such transactions do so at
their own risk.




-10-









 








          (f) Purchaser understands that Purchaser may suffer adverse tax consequences as a result of
Purchaser’s purchase or disposition of the Shares. Purchaser represents that Purchaser has
consulted any tax consultants Purchaser deems advisable in connection with the purchase or
disposition of the Shares and that Purchaser is not relying on the Company for any tax advice.




5. Restrictive Legends and Stop-Transfer Orders.




          (a) Legends. The certificate or certificates representing the Shares shall bear the
following legends (as well as any legends required by applicable state and federal corporate and
securities laws):





	 	(i)	 	THE SHARES REPRESENTED BY THIS
CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A
VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION
THEREOF. NO SUCH SALE OR DISTRIBUTION MAY BE EFFECTED WITHOUT
AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN
OPINION OF COUNSEL FOR THE COMPANY THAT SUCH REGISTRATION IS
NOT REQUIRED UNDER THE SECURITIES ACT OF 1933.
	 
	 	(ii)	 	THE SHARES REPRESENTED BY THIS
CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE
TERMS OF AN AGREEMENT BETWEEN THE COMPANY AND THE STOCKHOLDER,
A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY.





          (b) Stop-Transfer Notices. Purchaser agrees that, in order to ensure compliance with
the restrictions referred to herein, the Company may issue appropriate “stop transfer” instructions
to its transfer agent, if any, and that, if the Company transfers its own securities, it may make
appropriate notations to the same effect in its own records.




          (c) Refusal to Transfer. The Company shall not be required (i) to transfer on its
books any Shares that have been sold or otherwise transferred in violation of any of the provisions
of this Agreement or (ii) to treat as owner of such Shares or to accord the right to vote or pay
dividends to any purchaser or other transferee to whom such Shares shall have been so transferred.




     6. No Employment Rights. Nothing in this Agreement shall affect in any manner
whatsoever the right or power of the Company, or a Parent or Subsidiary of the



-11-









 







Company, to terminate Purchaser’s employment or consulting relationship, for any reason, with
or without cause.



     7. Lock-Up Agreement. In connection with the initial public offering of the Company’s
securities and upon request of the Company or the underwriters managing any underwritten offering
of the Company’s securities, Purchaser agrees not to sell, make any short sale of, loan, grant any
option for the purchase of, or otherwise dispose of any securities of the Company however or
whenever acquired (other than those included in the registration) without the prior written consent
of the Company or such underwriters, as the case may be, for such period of time (not to exceed one
hundred eighty (180) days) from the effective date of such registration as may be requested by the
Company or such managing underwriters and to execute an agreement reflecting the foregoing as may
be requested by the underwriters at the time of the public offering.



8. Miscellaneous.




          (a) Governing Law. This Agreement and all acts and transactions pursuant hereto and
the rights and obligations of the parties hereto shall be governed, construed and interpreted in
accordance with the laws of the State of California, without giving effect to principles of
conflicts of law.




          (b) Entire Agreement; Enforcement of Rights. This Agreement sets forth the entire
agreement and understanding of the parties relating to the subject matter herein and merges all
prior discussions between them. No modification of or amendment to this Agreement, nor any waiver
of any rights under this Agreement, shall be effective unless in writing signed by the parties to
this Agreement. The failure by either party to enforce any rights under this Agreement shall not
be construed as a waiver of any rights of such party.




          (c) Severability. If one or more provisions of this Agreement are held to be
unenforceable under applicable law, the parties agree to renegotiate such provision in good
faith. In the event that the parties cannot reach a mutually agreeable and enforceable replacement
for such provision, then (i) such provision shall be excluded from this Agreement, (ii) the balance
of the Agreement shall be interpreted as if such provision were so excluded and (iii) the balance
of the Agreement shall be enforceable in accordance with its terms.




          (d) Construction. This Agreement is the result of negotiations between and has been
reviewed by each of the parties hereto and their respective counsel, if any; accordingly, this
Agreement shall be deemed to be the product of all of the parties hereto, and no ambiguity shall be
construed in favor of or against any one of the parties hereto.




          (e) Notices. Any notice required or permitted by this Agreement shall be in writing
and shall be deemed sufficient when delivered personally or sent by telegram or fax or forty-eight
(48) hours after being deposited in the U.S. mail, as certified or registered mail, with postage
prepaid, and addressed to the party to be notified at such party’s address as set forth below or as
subsequently modified by written notice.




-12-









 








          (f) Counterparts. This Agreement may be executed in two (2) or more counterparts,
each of which shall be deemed an original and all of which together shall constitute one
instrument.




          (g) Successors and Assigns. The rights and benefits of this Agreement shall inure to
the benefit of, and be enforceable by the Company’s successors and assigns. The rights and
obligations of Purchaser under this Agreement may only be assigned with the prior written consent
of the Company.




          (h) California Corporate Securities Law. THE SALE OF THE SECURITIES WHICH ARE THE
SUBJECT OF THIS AGREEMENT HAS NOT BEEN QUALIFIED WITH THE COMMISSIONER OF CORPORATIONS OF THE STATE
OF CALIFORNIA AND THE ISSUANCE OF THE SECURITIES OR THE PAYMENT OR RECEIPT OF ANY PART OF THE
CONSIDERATION THEREFOR PRIOR TO THE QUALIFICATION IS UNLAWFUL, UNLESS THE SALE OF SECURITIES IS
EXEMPT FROM QUALIFICATION BY SECTION 25100, 25102 OR 25105 OF THE CALIFORNIA CORPORATIONS CODE.
THE RIGHTS OF ALL PARTIES TO THIS AGREEMENT ARE EXPRESSLY CONDITIONED UPON THE QUALIFICATION BEING
OBTAINED, UNLESS THE SALE IS SO EXEMPT.




[Signature Page Follows]




-13-









 








     The parties have executed this Exercise Notice and Restricted Stock Purchase Agreement as of
the date first set forth above.



	 	 	 	 	 	 	 
	 	 	COMPANY:	 	 
	 
	 	 	 	 	 	 
	 	 	OREXIGEN THERAPEUTICS, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:
	 	 

	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 	 	PURCHASER:	 	 
	 
	 	 	 	 	 	 
	 	 	«Optionee»	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	 	 	(Signature)	 	 
	 
	 	 	 	 	 	 
	 

	 	Address:	 	 	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 

	 	 





I,                                         , spouse of «Optionee», have read and hereby approve the foregoing
Agreement. In consideration of the Company’s granting my spouse the right to purchase the Shares
as set forth in the Agreement, I hereby agree to be irrevocably bound by the Agreement and further
agree that any community property or other such interest shall hereby by similarly bound by the
Agreement. I hereby appoint my spouse as my attorney-in-fact with respect to any amendment or
exercise of any rights under the Agreement.




	 	 	 	 	 
	 

	 	 

Spouse of «Optionee»
	 	 






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RECEIPT




     The
undersigned hereby acknowledges receipt of Certificate No.
___ for                      shares of
Common Stock of Orexigen Therapeutics, Inc.



Dated:                     




	 	 	 	 	 
	 

	 	 

«Optionee»
	 	 






-15-









 





RECEIPT




     Orexigen Therapeutics, Inc. (the “Company”) hereby acknowledges receipt of a check in
the amount of
$                     given by «Optionee» as consideration for Certificate No. ___ for
                    
shares of Common Stock of the Company.



Dated:                     




	 	 	 	 	 	 	 
	 	 	OREXIGEN THERAPEUTICS, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 

(print)
	 	 
	 
	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 

	 	 






-16-









 





APPENDIX C




CONSULTING AGREEMENT




(attached)





 









 





CERTAIN MATERIAL (INDICATED BY AN ASTERISK) HAS BEEN OMITTED FROM THIS DOCUMENT PURSUANT
TO A REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION.




Orexigen Therapeutics, Inc.

One Palmer Square, Suite 515

Princeton, NJ 08542




February ___, 2004




Lee G. Dante, M.D.

[***] Street

[***], [***] [***]




Dear Dr. Dante:




     The purpose of this letter agreement (the “Agreement”) is to set forth the principal terms of
the agreement that we have reached with respect to your rendering of consulting and advisory
services to Orexigen Therapeutics, Inc. (“Orexigen”) with respect to Orexigen’s efforts to develop
one or more products for appetite control, control of food intake and/or obesity treatment. That
agreement is as follows:



     1. Services.



          At times agreeable to you and as requested by Orexigen, you will make available your services
and consult with Orexigen with respect to Orexigen’s efforts to develop one or more products for
appetite control, control of food intake and/or obesity treatment and such other matters as may be
agreed upon between Orexigen and you. It is anticipated that you will spend approximately ___days
per month in rendering services pursuant to the terms hereof.




     2. Compensation and Related Matters.



          (a) As compensation for services rendered pursuant to the terms of this Agreement, Orexigen
shall pay you [***] Dollars ($[***]) per month.




          (b) You shall be reimbursed for out-of-pocket expenses incurred by you in connection with the
rendering of services pursuant to the terms hereof, including all reasonable expenses for air
travel necessary and requested by Orexigen, and all reasonable living expenses incurred by you when
rendering services for Orexigen at locations away from your home or business. We request that any
single expense in excess of [***] Dollars ($[***]) be approved by Orexigen in advance. To
facilitate reimbursement, you agree to provide, on a monthly basis, Orexigen with an invoice
itemizing your travel and other expenses,
together with receipts evidencing such expenses, and Orexigen shall make a reimbursement payable to
you within [***] ([***]) days of receipt of such invoice






 




			
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and receipts. Your invoices should be mailed to Orexigen Therapeutics, Inc., 28202 Cabot Road,
Suite 200, Laguna Niguel, CA 92677, Attention: Chief Financial Officer.




          (c) You shall be responsible for payment of all taxes on income earned by you under this
Agreement.




     3. Independent Contractor.



          (a) We agree that you are to have complete freedom of action as to the details, methods, and
means of performing requested services. It is further understood that you are retained and have
contracted with Orexigen only for the purposes and to the extent set forth in this Agreement, and
your relationship to Orexigen and any of its subsidiary companies shall, during the period of your
retainer and service, be that of an independent contractor, and you shall be free to dispose of
such portion of your entire time, energy, and skill as you are not obligated to devote to Orexigen
and its subsidiaries, in such manner as you see fit and to such persons, firms, or corporations as
you deem advisable so long as same does not create a conflict of interest between Orexigen and such
other persons, firms, or corporations.




          (b) Since you are performing the service under this Agreement as an independent contractor,
you shall not be considered under the provisions of this Agreement, or otherwise, as having status
as an employee of Orexigen, nor will you, except as provided herein, be entitled hereafter to
participate in any plans, arrangements, or distributions by Orexigen relating to any pension,
deferred compensation, bonds, stock bonus, stock option, hospitalization, insurance, or other
benefits extended to its employees since you are performing services as an independent contractor.




     4. Contract Period.



          This Agreement becomes effective as of the date hereof and will continue in effect for a
period of twelve (12) months. Notwithstanding the foregoing, either you or Orexigen may terminate
this Agreement upon [***] ([***]) days’ notice any time following the date hereof.




     5. Inventions and Creative Works.



          (a) During the term of this Agreement, you agree (i) not to transfer any of your rights in United
States Patent Numbers [***]; [***] and [***] (collectively, the “Patents”); (ii) otherwise take any
other action which would impair your ability to assign or license the Patents to Orexigen; and
(iii) not to directly or indirectly solicit or initiate any discussions or negotiations with, or






 




			
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participate in any negotiations with or provide any information to or otherwise cooperate in any
other way with any corporation, partnership, person or entity or group (other than Orexigen)
concerning any of the Patents. Orexigen believes that you are not precluded from assigning these
rights by any pre-existing agreement, and you agree that this is the case.




          (b) If, as a result of your service to Orexigen, you conceive, make, or develop any inventions
or creative works, including, without limitation, plans, drawings, prints, or specifications
relating to Orexigen’s business or that of its subsidiaries or affiliates, you will: (i) give
notice thereof to Orexigen; (ii) assign to Orexigen all of your rights therein; and (iii) execute
any necessary papers and otherwise reasonably cooperate with Orexigen in the securing of patents
on such inventions or copyrights on such inventions or creative works. However, if you make any
new invention (the “New Inventions”) that are direct improvements of or are dominated by any of the
Patents, you will own all right, title and interest in such New Inventions.




          (c) During the term of this Agreement, Orexigen shall have the right of first offer to (i)
[obtain an exclusive, worldwide, royalty-bearing license, including a right to sublicense to make,
have made, use and sell products incorporating the Patents or patent rights derived therefrom] [an
assignment] of the Patents and New Inventions.




     6. Security.



          (a) You agree, both during and subsequent to your services, keep confidential any technical or
other information of a confidential nature, including knowledge of Orexigen’s projects and general
activities and any information not publicly disclosed relating to Orexigen which you may acquire
through your consulting activities or otherwise. You will not use or disclose such information in
any manner without Orexigen’s express written permission; title to all property involved shall
remain exclusively in Orexigen. Upon termination of services, or upon Orexigen’s request at any
time, you shall account for and return to Orexigen all papers containing any such confidential
information. Orexigen does not wish to obtain any confidential information that belongs to other
parties. Therefore, you agree not to disclose or otherwise transfer to Orexigen any confidential
information, which you may have acquired as a result of any other employment or consulting
relationship.




          (b) You represent that your performance of all the terms of this Agreement and your retention as a
consultant by Orexigen does not and will not breach any agreement to keep in confidence
confidential information acquired by you in confidence or in trust prior to your retention as a
consultant by Orexigen.




 









 







You have not entered into, and will not enter into, any agreement, either written or oral, in
conflict herewith.




     7. Conflict of Interest.



          You agree that, during the term of this agreement, you will not (except as otherwise herein
provided), without Orexigen’ express written consent, engage in any business or activity (whether
as a consultant, advisor or otherwise) that may be deemed competitive with the business proposed to
be engaged in by Orexigen.




     8. Freedom of Action.



          It is agreed that your rendering of service under this Agreement shall in no way conflict or
interfere with your existing job responsibilities at ___.




     9. General Conditions.



          (a) You agree that for a period of [***] ([***]) year following termination of this Agreement,
you will not solicit or in any manner encourage employees of Orexigen to leave its employ.




          (b) If any provision of this Agreement shall be declared invalid, illegal or unenforceable,
such provision shall be severed and all remaining provisions shall continue in full force and
effect.




          (c) The term, Orexigen, as used herein, shall include any subsidiary or affiliate of Orexigen
Therapeutics, Inc.




          (d) This Agreement shall be binding upon you, your heirs, executors, administrators and
assigns, and shall inure to the benefit of Orexigen, its successors and assigns.




          (e) This Agreement shall be governed and construed in accordance with the laws of the State of
California.




     10. Notice.



          All notices and other communications under this Agreement shall be in writing. Unless and
until you are notified in writing to the contrary, all notices, communications and documents
directed to Orexigen and related to the Agreement, if not delivered by hand, shall be mailed,
addressed as follows:




OREXIGEN THERAPEUTICS, INC.

One Palmer Square, Suite 515






 




			
	***	 	Certain information on this page has been omitted and filed separately
with the Commission. Confidential treatment has been requested with respect to the omitted portions.





 









 





New Jersey, NJ 08542

Attention: President/Chief Executive Officer




     Unless and until Orexigen is notified in writing to the contrary, all notices, communications
and documents intended for you and related to this Agreement, if not delivered by hand, shall be
mailed to your last known address as shown on Orexigen’s books. Notices and communications shall
be mailed by registered or certified mail, return receipt requested, postage prepaid. All notices
related to this Agreement shall be deemed received upon delivery or, if mailed, within five (5)
days after mailing in accordance with this Section 10.



     11. Prior Agreements.



          This Agreement supersedes all prior agreements between you and Orexigen relative to your
services as a consultant to Orexigen. This Agreement contains the entire understanding of the
parties. Further, it shall be amended only in writing agreed to by both parties and shall not be
assignable by you or by operation of law.




     Please indicate your acceptance of the foregoing by signing in the space provided below and
returning one original letter to my attention.



	 	 	 	 	 	 	 
	 	 	Sincerely,	 	 
	 
	 	 	 	 	 	 
	 	 	OREXIGEN THERAPEUTICS, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

John F. Crowley,
	 	 
	 

	 	 	 	President and Chief Executive Officer	 	 






	 	 	 
	ACCEPTED AND AGREED to this

___day of February, 2004
	 	 
	 
	 	 
	 

Lee G. Dante, M.D.

	 	 
	 
	 	 
	 

Social Security Number