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EXHIBIT 10.12
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.
AMENDMENT NO. 2
to the
LICENSE AGREEMENT
dated as of March 31, 2004
THIS AMENDMENT NO. 2 (the "
AMENDMENT NO. 2 "), dated and effective as of the 27th day
of July, 2006, to that certain LICENSE AGREEMENT dated as of
March 31, 2004, as amended by that certain AMENDMENT NO. 1
dated as of December 22, 2004 (collectively referred to herein
as the " LICENSE AGREEMENT "), by and between DUKE
UNIVERSITY, a nonprofit educational and research institution
organized under the laws of North Carolina (" DUKE "), and
OREXIGEN THERAPEUTICS, INC., a Delaware corporation (hereinafter "
OREXIGEN "). Unless otherwise defined herein, capitalized
terms used but not defined herein shall have the meaning set forth
in the AGREEMENT, and the AGREEMENT shall be amended to incorporate
any additional definitions provided for in this AMENDMENT NO. 2,
including definitions in the recitals hereto.
WHEREAS, the parties desire to
amend the LICENSE AGREEMENT to include additional patent
applications as "OREXIGEN PATENT RIGHTS" under the LICENSE
AGREEMENT, and to provide a complete list of "DUKE PATENT RIGHTS"
as of the date of this AMENDMENT NO. 2;
NOW THEREFORE, in consideration of
the premises and the mutual covenants contained herein, the parties
hereto agree as follows:
1. Amendment of
Section 1.05 .
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1.05
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"DUKE PATENT RIGHTS" shall mean the patents,
patent applications listed in APPENDIX A (including those patent
applications referred to in APPENDIX A as "INITIAL DUKE PATENT
APPLICATIONS"), together with all divisionals, continuations,
continuations-in-part (but only to the extent that the subject
matter of each such continuation-in-part is described in and
enabled by the disclosure of said INITIAL DUKE PATENT
APPLICATIONS), re-examinations, reissues, substitutions, or
extensions thereof and patents issuing therefrom in the United
States and non-U.S. jurisdictions. Notwithstanding the f
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