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
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 foregoing or
anything else to the contrary in this A
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