Exhibit 10.1
AMENDMENT No. 3 TO LICENSE AGREEMENT
This Amendment No. 3 (“Amendment”) dated as of
December 7, 2007 (“Effective Date”) is made and
entered into by and between Oregon Health & Science University
(“OHSU”) and Orexigen Therapeutics, Inc.
(“Licensee”).
RECITALS
A. OHSU and Licensee entered into a License Agreement dated
July 27, 2003, as amended by that certain amendment between
the parties dated November 1, 2003 and that certain letter
agreement between the parties dated December 6, 2006
(collectively, the “License Agreement”), in which
Licensee was granted a co-exclusive license under the Licensed
Screening Patent Rights as defined in the License Agreement.
B. Under the terms of the License Agreement Licensee agreed to pay
fifty percent (50%) of previously incurred patent costs as well as
fifty percent (50%) of ongoing patent expenses incurred for License
Screening Patent Rights.
C. OHSU and Licensee wish to amend the term of the License
Agreement to clarify the Licensed Screening Patent Rights and to
convert the co-exclusive license to a full exclusive license.
NOW, THEREFORE, it is hereby agreed to clarify and to amend the
License Agreement as follows:
| 1. |
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All capitalized terms not otherwise defined herein shall have
the meanings ascribed to such terms in the License Agreement. |
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| 2. |
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OHSU and Licensee agree that “Licensed Screening Patent
Rights” shall include, without limitation, Australian patent
application 2002353784 filed September 24, 2002
(“Australian Application”). |
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| 3. |
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Section 3.01.2 (Page 6) shall be changed to read: |
3.01.2 An exclusive (even as to OHSU and its affiliates with
respect to uses other than educational and non-commercial research
purposes) license under the Licensed Screening Patent Rights in the
Licensed Screening Patent Territory to use or have used the
Licensed Screening Patent Rights in the Licensed Screening Patent
Field of Use.
| 4. |
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Section 3.01.2.2 (Page 6) shall be deleted. |
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| 5. |
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OHSU has paid $36,205.45 which represents fifty percent (50%)
of the expenses incurred by OHSU for the preparation, filing,
prosecution, and maintenance of Licensed Screening Patent Rights.
In addition, OHSU has paid $5,975.50 which represents one-hundred
percent (100%) of the Licensed Screening Patent Costs for the
Australian Application as of the Effective Date. Licensee hereby
agrees to reimburse OHSU the tota |
