exv10w21



 





EXHIBIT
10.21

EXECUTION COPY




RESEARCH AGREEMENT #2



This Research Agreement (this “Agreement”) is entered into between Orexigen Therapeutics,
Inc. with offices at 12481 High Bluff Drive, San Diego, CA 92130, hereinafter referred to as
“SPONSOR”, and the Oregon Health & Science University, a non-profit, public corporation of the
state of Oregon, located at 3181 SW Sam Jackson Park Road, Portland, Oregon 97239, hereinafter
referred to as “UNIVERSITY”.




WITNESSETH:



WHEREAS, SPONSOR entered into a Research Agreement with UNIVERSITY effective July 14, 2003 to have
UNIVERSITY perform the research services set forth in the scope of work (attached hereto as
Attachment A) (“Research Agreement #1”); and



WHEREAS, it is anticipated that the term of Research Agreement #1 will expire prior to completion
of the research set forth therein and the parties wish to continue the relationship to complete the
research services requested under Research Agreement #1;



WHEREAS, SPONSOR also desires to have UNIVERSITY perform additional research services which are set
forth in the scope of work (attached hereto as Attachment B);



WHEREAS, the performance of such research is consistent, compatible and beneficial to the academic
role and mission of UNIVERSITY as an institution of higher education, and, in consideration of the
mutual promises and covenants contained herein, the parties hereto agree to incorporate the terms
of Research Agreement #1 into this Agreement so that the research services set forth in
Attachment A and Attachment B may be performed pursuant to this Agreement on the
terms and conditions as follows:




ARTICLE I — SCOPE OF WORK 



UNIVERSITY agrees to use all reasonable best efforts to perform for SPONSOR the research activities
described in Attachment A and Attachment B, hereinafter, collectively, the “SCOPE
OF WORK”, under the direction and supervision of Michael Cowley, PhD, hereinafter “PRINCIPAL
INVESTIGATOR” or “PI”. UNIVERSITY agrees that during the term of this agreement the PI shall not
conduct, direct, nor assist in other corporate-funded research or services directed toward
screening, analysis, or development of therapeutic agents for the treatment of obesity.




ARTICLE II — TERM



This Agreement shall become effective as of May 1, 2006 (the “Effective Date”), and shall
be shall be effective for a period of Two and One-half (2 1/2) years unless mutually agreed upon in
writing between the parties.




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ARTICLE III — COMPENSATION



SPONSOR agrees to reimburse UNIVERSITY for services performed under this Agreement in accordance
with the budget itemized in Attachment C, with payments to be made as follows: on August 5,
2006, $273,155; on May 1, 2007, $46,892; on July 1, 2007, $235,896; and on May 1, 2008, $291,569;
provided, however, that each such payment shall be subject to receipt of the written reports from
the PI as described in the SCOPE OF WORK. Checks to UNIVERSITY shall be made payable to OREGON
HEALTH SCIENCES UNIVERSITY and mailed to:



OREGON HEALTH & SCIENCE UNIVERSITY

Sponsored Projects Administration

2525 SW 1st Avenue, Suite 220

Portland, OR 97201

Tax ID No.: 93-1176109



The UNIVERSITY represents to the best of its knowledge that no funds, equipment, personnel or
facilities will be used in the completion of the SCOPE OF WORK, which are encumbered by any
commercial third party entity in such a way that such third party can claim any intellectual
property rights in inventions or discoveries arising from the research activities under this
Agreement.




ARTICLE IV — REPORTING REQUIREMENTS 



UNIVERSITY will provide reports on the progress of the research as outlined or required in the
SCOPE OF WORK. The PI will prepare up to two (2) oral and two (2) written reports per year. The
written report shall summarize all work conducted during the previous period and shall include
copies of supporting data. Orexigen, at its expense, shall have the right to review the supporting
data and utilize such data for the purpose of regulatory submission.




ARTICLE V — CONFIDENTIALITY and PUBLICATION 



UNIVERSITY and PRINCIPAL INVESTIGATOR agree to keep confidential any SPONSOR confidential and
proprietary information supplied to it in writing (or reduced to writing within 30 days of
non-written disclosure) by SPONSOR and marked CONFIDENTIAL during the course of research performed
by UNIVERSITY (“Confidential Information”), and further agrees not to use Confidential
Information for the benefit of any third party. SPONSOR’s Confidential Information shall also
include all reports, data and other information generated pursuant to the SCOPE OF WORK. This
obligation extends for a period of five (5) years after the term of this Agreement. Such
Confidential Information will not be included in any patent application or published material
without prior written approval by SPONSOR.



The obligations of this Section shall not apply to:





	(1)	 	information which is or becomes known publicly through no fault of the UNIVERSITY or
PRINCIPAL INVESTIGATOR;
	 
	(2)	 	information learned by UNIVERSITY or PRINCIPAL INVESTIGATOR through a third party entitled to
disclose it;




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	(3)	 	information developed by UNIVERSITY or PRINCIPAL INVESTIGATOR independently of information
obtained from SPONSOR as shown by written records;






	(4)	 	information already known to UNIVERSITY or PRINCIPAL INVESTIGATOR before SPONSOR’s disclosure
as shown by witnessed prior written records; or






	(5)	 	information required to be disclosed by law, including the Oregon Public Records Law, to
comply with government regulations, subpoenas or court orders provided SPONSOR receives
adequate notice of such demand and provided UNIVERSITY or PRINCIPAL INVESTIGATOR makes any
such disclosure under an order protecting the confidential nature of proprietary information.




UNIVERSITY agrees to provide any proposed publication to SPONSOR sixty (60) days prior to
submission, for confidential review for the inclusion of SPONSOR Confidential Information, and to
determine whether patentable inventions or discoveries are disclosed therein. SPONSOR has the
right to edit or remove SPONSOR Confidential Information, prior to submission for publication.
Should the documents contain any patentable information, at SPONSOR’s request, UNIVERSITY shall
withhold submission and/or publication for an additional sixty (60) days to allow U.S. patent
filings. In addition, in the event that the document includes data, information or material
conceived or generated by SPONSOR’s scientists, and professional standards for authorship would be
consistent with including SPONSOR’s scientists as co-authors of the document, the names of
SPONSOR’s scientists will be included as co-authors.




ARTICLE VI — EQUIPMENT



All equipment purchased under the terms of this agreement becomes the property of UNIVERSITY unless
otherwise specified herein.




ARTICLE VII — INDEMNIFICATION 



Each party hereto agrees to be responsible and assume liability for its own wrongful or negligent
acts or omissions, or those of its officers, agents or employees to the full extent required by
law, including the Oregon Tort Claims Act, ORS Sections 30.260 through 30.300.




ARTICLE VIII — COMPLIANCE WITH LAWS 



UNIVERSITY and PRINCIPAL INVESTIGATOR agree to comply with all applicable federal, state and local
laws, codes, regulations, rules and orders.




ARTICLE IX — ASSIGNMENT 



Neither party shall assign or transfer any interest in this Agreement, nor assign any claims for
money due or to become due during this Agreement, without the prior written approval of the other
party, except that SPONSOR may assign this Agreement to an affiliate or to a successor in
connection with the merger, consolidation, or sale of all or substantially all of its assets or
that portion of its business to which this Agreement relates.




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ARTICLE X — PATENTS AND INVENTIONS 





	(1)	 	UNIVERSITY Inventions. Title to any new and patentable discovery or invention and all
related intellectual property rights (each, an “Invention”) conceived, made or reduced
to practice solely by UNIVERSITY or PRINCIPAL INVESTIGATOR in the performance of the research
shall vest exclusively in UNIVERSITY; provided, however, that UNIVERSITY shall
not claim any ownership of intellectual property which relates to the SCOPE OF WORK, nor claim
title to any Invention relating to an indication, use or dosage for the drug(s) (and its class
of analogs) under SCOPE OF WORK.






	(2)	 	SPONSOR Inventions. Title to any Invention and all related intellectual property
rights conceived, made or reduced to practice solely by SPONSOR in the performance of the
research shall vest exclusively in SPONSOR.






	(3)	 	Joint Inventions. Each Invention conceived, made or reduced to practice jointly by
UNIVERSITY (and/or PRINCIPAL INVESTIGATOR) and SPONSOR in the performance of the research
shall be jointly owned by UNIVERSITY and SPONSOR; provided, however, that
title to any Invention relating to an indication, use or dosage for the drug(s) (and its class
of analogs) under the SCOPE OF WORK or relates to the SCOPE OF WORK shall vest exclusively in
SPONSOR.






	(4)	 	Reporting: Patent Application, Filing and Expenses. UNIVERSITY will promptly report
to SPONSOR in writing any Invention conceived or discovered by it or any UNIVERSITY personnel
conducting the research under this Agreement. UNIVERSITY shall be responsible for preparing,
filing, prosecuting and maintaining patent applications for UNIVERSITY Inventions. SPONSOR
shall be responsible for preparing, filing, prosecuting and maintaining patent applications
for joint Inventions. Prior to filing a patent application or filing or responding to any
outstanding communication in connection with a patent application directed to a UNIVERSITY
Invention or joint Invention, the filing party will provide the other party with thirty (30)
days notice to review and provide comment thereon, unless such thirty (30) days notice is
impossible due to a governmentally-imposed deadline, in which case the filing party shall
provide the other party with the maximum time reasonably possible to review and provide
comments.






	(5)	 	No Conflict. UNIVERSITY will ensure that the PRINCIPAL INVESTIGATOR and all other
study personnel are bound or shall have agreed (i) to comply with the terms of this Agreement,
(ii) to assign all their rights and interest in any Invention made by them to UNIVERSITY, and
(iii) not to enter into agreements with third parties which would impair their ability to
perform this Agreement.






	(6)	 	SPONSOR Property. Nothing in this Agreement shall be interpreted as giving UNIVERSITY
any rights under any intellectual property rights now, or hereafter, owned by or licensed to
SPONSOR by a third party.













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ARTICLE XI — LICENSE



With respect to any Invention in which UNIVERSITY has an interest under Article X(1) and Article
X(3), UNIVERSITY hereby grants SPONSOR an exclusive option (hereafter the “Option”) to
elect to negotiate an exclusive worldwide license for such Invention. This Option extends for
ninety (90) days from disclosure of the Invention to SPONSOR.



The parties shall have one hundred fifty (150) days from the date SPONSOR elects to negotiate for
an exclusive license to conclude a license agreement. Such period may be extended by mutual
consent of the parties, or may be terminated at any time by SPONSOR by written notice. SPONSOR and
UNIVERSITY agree to negotiate diligently and in good faith to arrive at a license that is mutually
beneficial to both parties. SPONSOR shall pay all patent costs for the Inventions during the one
hundred fifty (150) day negotiation period, or any extension thereof. If at the end of such one
hundred fifty (150) day period or any extension thereof, the parties are unable to agree upon
licensing terms, SPONSOR shall have no further obligation to pay patent costs for the Invention(s)
for which negotiations have terminated. If SPONSOR terminates the negotiation in writing prior to
the end of the one hundred fifty (150) day negotiation period, SPONSOR shall have no further
obligation to pay patent costs incurred after the termination date. In the event SPONSOR does not
exercise its Option rights or SPONSOR and UNIVERSITY are unable in good faith to agree to mutually
acceptable licensing terms, UNIVERSITY has the right to license its rights to a third party;
however, nothing herein shall permit UNIVERSITY to license or grant any of SPONSOR’s intellectual
property rights to any third party, provided further, that before accepting an offer from a third
party on terms more favorable than those offered to SPONSOR to acquire any rights in Inventions to
which UNIVERSITY has an interest, UNIVERSITY will inform SPONSOR of such offer and shall allow
SPONSOR a period of thirty (30) days thereafter in which to elect whether to acquire the right to
the Invention under such terms as are offered to UNIVERSITY by the third party.




ARTICLE XII — PUBLICATION BY SPONSOR 



SPONSOR will not include the name of UNIVERSITY in any advertising, sales, promotion, or other
publicity matter without prior written approval of UNIVERSITY. UNIVERSITY will not include the
name of SPONSOR in any advertising, sales, promotion, or other publicity matter without prior
written approval of SPONSOR.




ARTICLE XIII — TERMINATION



Either party may terminate this Agreement at any time if:





	(1)	 	The other party materially breaches the terms of this Agreement, provided that the
non-breaching party shall have given the breaching party written notice of such breach and the
breaching party shall have failed to cure the same within thirty (30) days after receipt of
such notice;
	 
	(2)	 	The loss or departure of PRINCIPAL INVESTIGATOR, and a mutually acceptable replacement cannot
be found;




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	(3)	 	Performance of any part of this Agreement by a party is prevented or delayed by reason of
Force Majeure and cannot be overcome by reasonable diligence to the satisfaction of either
party;
	 
	(4)	 	The other party ceases, discontinues or indefinitely suspends its business activities related
to the services to be provided under this Agreement, or the other party voluntarily or
involuntarily files for bankruptcy; or
	 
	(5)	 	The party has given ninety (90) days written notice to the other party.




The party requesting termination will provide the other party with written notice specifying both
the reason and the effective date of termination. Upon the giving of such notice of termination by
either party, the UNIVERSITY will use its reasonable best efforts to limit or terminate any
outstanding commitments.



Upon termination, UNIVERSITY shall deliver to SPONSOR in the state they exist as of the date of
termination of all work product, and Confidential Information belonging to SPONSOR. SPONSOR shall
within thirty (30) days after termination pay UNIVERSITY all payments due as of the effective date
of termination.



The provisions of Articles V, VII, X, XI, XII, and XIV shall survive termination of this Agreement.




ARTICLE XIV – NOTICES



All notices or communications given hereunder shall be in writing and shall be delivered by hand,
or by overnight courier, by facsimile with confirmation by mail, with all delivery charges prepaid
and addressed to the parties as follows:




	 	 	 
	TO SPONSOR:

	 	Orexigen Therapeutics, Inc
	 

	 	12481 High Bluff Drive
	 

	 	San Diego, CA 92130
	 

	 	Phone: (858) 480-2420
	 

	 	Fax: (848) 480-2401
	TO UNIVERSITY:

	 	Director, Technology & Research Collaborations
	 

	 	Oregon Health & Science University, AD120
	 

	 	2525 SW First Avenue, Suite 120
	 

	 	Portland, OR 97201-4753
	 

	 	Telephone: (503) 494-8200
	 

	 	Fax: (503) 494-4729
	 
	 	 
	 

	 	with copy to
	 
	 	 
	TO PRINCIPAL INVESTIGATOR:

	 	Michael Cowley, Ph.D.






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ARTICLE XV — CHANGES AND AMENDMENTS 



THIS AGREEMENT CONSTITUTES THE ENTIRE AGREEMENT BETWEEN THE PARTIES. THERE ARE NO UNDERSTANDINGS,
AGREEMENTS, OR REPRESENTATIONS, ORAL OR WRITTEN, NOT SPECIFIED HEREIN REGARDING THIS AGREEMENT. NO
AMENDMENT, CONSENT OR WAIVER OF TERMS OF THIS AGREEMENT SHALL BIND EITHER PARTY UNLESS IN WRITING
AND SIGNED BY ALL PARTIES. ANY SUCH AMENDMENT, CONSENT, OR WAIVER SHALL BE EFFECTIVE ONLY IN THE
SPECIFIC INSTANCE AND FOR THE SPECIFIC PURPOSE GIVEN. SPONSOR, BY THE SIGNATURE BELOW OF ITS
AUTHORIZED REPRESENTATIVE, ACKNOWLEDGES HAVING READ AND UNDERSTOOD THE AGREEMENT AND SPONSOR AGREES
TO BE BOUND BY ITS TERMS AND CONDITIONS.




ARTICLE
XVI — RESEARCH AGREEMENT #1 SUPERSEDED



On the Effective Date, the terms of Research Agreement #1, including any amendment or addendum
thereto, is hereby superseded by this Agreement and such Research Agreement #1 will have no further
force and effect.




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In Witness Whereof, the parties hereto have caused this Agreement to be executed as of the date set
forth herein by their duly authorized representatives.




	 	 	 	 	 	 	 
	OREGON HEALTH & 

SCIENCE UNIVERSITY

	 	 	 	SPONSOR	 	 
	 
	 	 	 	 	 	 
	[illegible]            8/04/2006

For Arundeep Pradhan           Date

	 	 	 	/s/ Gary D. Tollefson 8/06/2006
 

Gary Tollefson, MD, PhD       Date
	 	 
	Director

	 	 	 	CEO	 	 
	Technology and Research Collaborations

	 	 	 	Orexigen Therapeutics, Inc	 	 
	 
	 	 	 	 	 	 
	Acknowledged By Principal Investigator:
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	[illegible]            8/04/2006
	 	 	 	 	 	 






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Attachment A




Scope of work



Lay summary of Orexigen Therapeutics Inc., proposed sponsored research in the Cowley Lab.



Recent work in the laboratory operated and supervised by Michael Cowley, Ph.D. (the “Cowley Lab”),
and other laboratories, has demonstrated that a neuronal circuit within the hypothalamus functions
a common pathway for many signals of energy state. Aspects of this work also demonstrated that
this hypothalamic circuitry was the target through which fenfluramine acted to cause weight loss,
and that this pathway is necessary for fenfluramine induced weight loss. Although fenfluramine is
no longer used as a weight control agent, other safer, drugs act in a similar manner to
fenfluramine. Clinical data, and detailed study of the neuronal circuitry, has suggested several
drug combinations that may act synergistically to active the hypothalamic circuits that control
body weight. In particular, it is hypothesized that blocking auto-inhibition of these circuits
will allow them to remain active, and responsive to weight control drugs. The work outlined in
this proposal will assess the effects of 3 different classes of drug combination on the activity of
hypothalamic neurons, and on body weight in mice.




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Attachment B




Scope of work



The research that SPONSOR sponsors at OHSU is to provide support for SPONSOR’s intellectual
property. The scope of clinical trials being undertaken at SPONSOR has changed and now includes
additional drugs. Thus it is necessary to change the scope of work being undertaken at the
laboratory operated and supervised by Michael Cowley, Ph.D., the (“Cowley Lab”) at ONPRC/OHSU.



“Orexigen drug combinations” refers to, among others:



Opioid receptor antagonists

Serotonin reuptake inhibitors

Dopamine reuptake inhibitors

Norepinephrine reuptake inhibitors

Anticonvulsants (Zonisamide, Topiramate)

Antipsychotic including, but not limited to, olanzapine, respiradone and

ziprasidone

Thiazolidinedione-type diabetes drugs

Cannabinoid receptor antagonists



UNIVERSITY agrees to study and/or perform the following activities in accordance with the terms of
this Agreement:





	 	•	 	Confirm Bupropion/Zonisamide synergy in rat.
	 
	 	•	 	Effects of Orexigen drug combinations on electrophysiological properties of POMC
neurons.
	 
	 	•	 	Effects of Orexigen drug combinations on “Compound A”, “Compound B”, “Compound C” or
“Compound D” induced weight gain.
	 
	 	•	 	Effects of Orexigen drug combinations on “Compound A”, “Compound B” or
	 
	 	 	 	“Compound C” induced electrophysiological changes in POMC neurons.
	 
	 	•	 	Mechanism of Zonisamide induced weight changes






	 	o	 	What parts of the rodent brain does Zonisamide activate?
	 
	 	o	 	Does Zonisamide cause a greater weight loss to fasted rats?
	 
	 	o	 	Does Zonisamide effect lipogenisis?






	 	•	 	Do Orexigen drug combinations cause changes in insulin secretion/sensitivity?
	 
	 	•	 	Do Orexigen drug combinations cause changes in Angiotensin II, endothelin, big
endothelin, cytokine markers such as p-selectin, or C-reactive protein?
	 
	 	•	 	Measure secretion of melanocortin peptides from hypothalamic pieces in response to Z, B,
O, M, Z+B, N, N+B, N+B+Z.
	 
	 	•	 	Develop a model of metabolic disease, for example the spontaneously hypertensive rat,
and determine if the Orexigen combinations exert beneficial effects in this model.










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Attachment C




Budget




	 	 	 
	NAME of Project

	 	Electrophysiological Testing of Drug Combinations
	COWLEY, Michael
	 	 
	Orexigen Contract
	 	 






Detailed Budget calcs




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Salary	 	FB	 	Total	 	 	 	 	 	 	 	 
	Cowley
	 	 	0.2	 	 	 	92,608	 	 	 	 	 	 	 	18,522	 	 	 	5,742	 	 	 	24,264	 	 	 	 	 	 	 	 	 
	Wallingford
	 	 	1.0	 	 	 	41,200	 	 	 	 	 	 	 	41,200	 	 	 	14,420	 	 	 	55,620	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	59,722	 	 	 	20,162	 	 	 	79,884	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Admin
	 	Yr 1	 	Yr 2	 	 	 	 	 	Yr 3	 	 	 	 	 	 	 	 	 	Total DC	 	 	 	 
	Personnel
	 	 	79,884	 	 	 	82,281	 	 	 	 	 	 	 	84,749	 	 	 	 	 	 	 	 	 	 	 	246,913	 	 	 	 	 
	Consultant
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	—	 	 	 	 	 
	Equip
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	—	 	 	 	 	 
	Supplies
	 	 	52,906	 	 	 	54,493	 	 	 	 	 	 	 	56,128	 	 	 	 	 	 	 	 	 	 	 	163,527	 	 	 	 	 
	Travel
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	—	 	 	 	 	 
	Other
	 	 	34,790	 	 	 	35,834	 	 	 	 	 	 	 	36,909	 	 	 	 	 	 	 	 	 	 	 	107,532	 	 	 	 	 
	Sub DC
	 	 	—	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	—	 	 	 	 	 
	Sub F&A
	 	 	—	 	 	 	—	 	 	 	 	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	 	 
	 
	 	 	167,580	 	 	 	172,602	 	 	 	 	 	 	 	177,786	 	 	 	—	 	 	 	—	 	 	 	517,973	 	 	 	 	 






Face Page & Check List Page Calcs Worksheet




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	5/06 - 4/07	 	 	5/07 - 6/07	 	 	7/07 - 4/08	 	 	5/08 - 4/09	 	 	5/09 - 3/10	 	 	4/10 - 3/11	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	3mos	 	 	10 mos	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Yr 1	 	 	Yr 2	 	 	 	 	 	 	 Yr 3	 	 	Yr 4	 	 	Yr 5	 	 	Total All	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Years	 	 	 	 	 
	Total DC
	 	 	167,580	 	 	 	28,768	 	 	 	143,840	 	 	 	177,786	 	 	 	—	 	 	 	—	 	 	 	517,973	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Less Equip
(Exclusion)
	 	 	—	 	 	 	—	 	 	 	 	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	 	 






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	 	 	5/06 - 4/07	 	 	5/07 - 6/07	 	 	7/07 - 4/08	 	 	5/08 - 4/09	 	 	5/09 - 3/10	 	 	4/10 - 3/11	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	3mos	 	 	10 mos	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Yr 1	 	 	Yr 2	 	 	 	 	 	 	 Yr 3	 	 	Yr 4	 	 	Yr 5	 	 	Total All	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Years	 	 	 	 	 
	Less OHSU base
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	—	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	ONPRC Base DC
	 	 	167,580	 	 	 	28,768	 	 	 	143,840	 	 	 	177,786	 	 	 	—	 	 	 	—	 	 	 	517,973	 	 	 	 	 
	F&A rate (ONPRC)
	 	 	0.63	 	 	 	0.63	 	 	 	0.64	 	 	 	0.64	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	 	 
	F&A (ONPRC)
	 	 	105,575	 	 	 	18,124	 	 	 	92,056	 	 	 	113,783	 	 	 	—	 	 	 	—	 	 	 	329,538	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Total F&A
	 	 	105,575	 	 	 	18,124	 	 	 	92,056	 	 	 	113,783	 	 	 	—	 	 	 	—	 	 	 	329,538	 	 	 	 	 
	Total Proj Costs
	 	 	273,155	 	 	 	46,892	 	 	 	235,896	 	 	 	291,569	 	 	 	—	 	 	 	—	 	 	 	847,511	 	 	Total

 Proj 

Costs