LICENSE AGREEMENT

•

Duke Office of Science and Technology File #2081, entitled “The Combination of Bupropion (Wellbutrin ^tm , Wellbutrin-SR ^tm , Zyban ^tm ) and zonisamide (Zonegram ^tm ) Can Be an Effective Weight Loss and Weight Maintenance Treatment for Obese Patients” and invented by Dr. Kishore Gadde and Dr. Ranga Krishnan (hereinafter, Dr. Gadde and Dr. Krishnan collectively referred to as “INVENTORS”);

•

Duke Office of Science and Technology File # 2308, entitled “A Method of Reducing Weight Gain Risk Associated with Antidepressant Therapy” and invented by INVENTORS; and

•

Duke Office of Science and Technology File # 2294, entitled “Zonisamide for Reduction of Weight Gain Risk Associated with Atypical Antipsychotics” and invented by INVENTORS; and

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

“FIELD OF USE” shall mean any and all uses.

1.03

“FULLY DILUTED BASIS” means the total number of issued and outstanding shares of the OREXIGEN’s common stock, calculated to include (i) conversion of all issued and outstanding securities then convertible into common stock, (ii) the exercise of all then outstanding options and warrants to purchase shares of 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.

1.04

“DUKE DATA” shall mean data generated by Dr. Gadde at DUKE prior to the EFFECTIVE DATE documenting the weight loss effect of treatment with a combination of Fluoxetine and Naltrenxone in humans.

1.05

“DUKE PATENT RIGHTS” shall mean the patents, patent applications listed in APPENDIX A (such patent applications hereinafter collectively referred to as “INITIAL DUKE PATENT APPLICATIONS” and any patent hereafter issuing on any such INITIAL DUKE PATENT APPLICATIONS), 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 INTITIAL 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 AGREEMENT, DUKE PATENT RIGHTS shall not include those patents and/or patent applications which, during the term of this AGREEMENT, cease to be DUKE PATENT RIGHTS pursuant to Section 6.01 or Section 6.03. It is understood and agreed that subject matter that is PATENTABLY DISTINCT (defined below) from the subject matter described within the INITIAL DUKE PATENT APPLICATIONS is not within the scope of the DUKE PATENT RIGHTS even though that PATENTABLY DISTINCT subject matter may fall within the scope of one or more claims of said INITIAL DUKE PATENT APPLICATIONS. PATENTABLY DISTINCT improvements relating to the subject matter of INITIAL DUKE PATENT APPLICATIONS shall not be considered DUKE PATENT RIGHTS. As used herein, “PATENTABLY DISTINCT” subject matter is subject matter that is novel and unobvious over subject matter described within said INITIAL DUKE PATENT APPLICATIONS.

1.06

“DUKE 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 DUKE PATENT RIGHTS, including but not limited to all reasonable expenses incurred in connection with the assembly and copying of files for transfer to and from as the case may be OREXIGEN’s legal counsel in connection with OREXIGEN’s assuming responsibility for DUKE PATENT RIGHTS or transferring some of all of that responsibility back to DUKE (as the case may be) pursuant to Section 6.01(a) and/or Section 6.02(b).

1.07

“VALID CLAIM” shall mean (i) an issued and unexpired claim within the DUKE PATENT RIGHTS or OREXIGEN PATENT RIGHTS, as the case may be, 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 DUKE PATENT RIGHTS or OREXIGEN PATENT RIGHTS, as the case may be, in the country in which any such product or part thereof is made, used or sold.

1.08

“DUKE LICENSED PRODUCT” shall mean any product or part thereof which:

(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 DUKE PATENT RIGHTS in the country in which any DUKE 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 DUKE PATENT RIGHTS in the country in which any such product or part thereof is made, used, or sold.

(a)

is covered in whole or in part by any VALID CLAIM contained in the OREXIGEN 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 OREXIGEN PATENT RIGHTS in the country in which any OREXIGEN 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 OREXIGEN PATENT RIGHTS in the country in which any such product or part thereof is made, used, or sold.

(a)

in the case of DUKE LICENSED PRODUCTS and OREXIGEN LICENSED PRODUCTS, OREXIGEN’S (and/or those of SUBLICENSEES, as the case may be) revenues received from sale and/or lease of the subject DUKE LICENSED PRODUCTS and/or OREXIGEN LICENSED PRODUCTS; and

(b)

in the case of DUKE LICENSED PROCESSES and OREXIGEN LICENSED PROCESSES, OREXIGEN’S (and/or those of SUBLICENSEES, as the case may be) revenues received from sale and/or lease of the subject DUKE LICENSED PROCESSES and/or OREXIGEN LICENSED PROCESSES; and

(c)

in the case of DUKE LICENSED SERVICES and OREXIGEN LICENSED SERVICES, revenue received by OREXIGEN (and/or SUBLICENSEES, as the case may be) for provision of the subject DUKE LICENSED SERVICE and/or OREXIGEN LICENSED SERVICE to a THIRD PARTY.

(w)

discounts allowed in amounts customary in the trade;

(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.

1.20

“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 DUKE 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) reimbursement of documented costs directly related to pursuit of patent protection and/or maintenance of patents for DUKE 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 DUKE, such approval not to be unreasonably withheld.

2.01

DUKE hereby grants to OREXIGEN and OREXIGEN hereby accepts from DUKE, 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 DUKE PATENT RIGHTS to develop, make, have made, import, use, lease, offer for sale, sell, and distribute DUKE 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 DUKE 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 DUKE LICENSED SERVICES in the FIELD OF USE in the TERRITORY only until the end of the term for which the DUKE PATENT RIGHTS are granted unless this AGREEMENT shall be sooner terminated according to the terms hereinafter provided.

2.02

DUKE hereby grants OREXIGEN and OREXIGEN and hereby accepts from DUKE, subject to the terms and conditions of this AGREEMENT, the exclusive right and sublicenseable license for the FIELD OF USE in the TERRITORY to

utilize the DUKE DATA in patent filings relating to and/or corresponding with the OREXIGEN PROVISIONAL and other OREXIGEN PATENT RIGHTS. Further, DUKE hereby grants OREXIGEN and OREXIGEN hereby accepts from DUKE, 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 DUKE’s rights in the OREXIGEN PATENT RIGHTS (as such rights of DUKE arise pursuant to Section 6.01(b) to develop, make, have made, import, use, lease, offer for sale, sell, and distribute OREXIGEN LICENSED PRODUCTS for the FIELD OF USE in the TERRITORY, to develop, make, have made, import, use, lease, offer for sale, sell, and distribute OREXIGEN LICENSED PROCESSES in/for the FIELD OF USE in the TERRITORY, and/or to develop, make, have made, provide, perform, import, use, lease, offer for sale, sell, and distribute OREXIGEN LICENSED SERVICES in the FIELD OF USE in the TERRITORY until the end of the term for which the OREXIGEN PATENT RIGHTS are granted unless sooner terminated according to the terms hereinafter provided.

2.03

Notwithstanding anything to the contrary in this AGREEMENT, it is understood and agreed that it shall be the responsibility of OREXIGEN to secure rights under any THIRD PARTY intellectual property rights that may be required to practice the technology and to exercise any and all of the rights granted under Sections 2.01 and 2.02. Further, OREXIGEN will use its best efforts to secure from any such THIRD PARTY a covenant not to sue DUKE, or any of its faculty, students, employees or agents, for any research and development efforts conducted at DUKE that resulted in the creation of any of the GADDE/KRISHNAN INVENTIONS and/or DUKE DATA and/or any licensing thereof, and any intellectual property or other rights arising therefrom, including, but not limited to, DUKE PATENT RIGHTS and DUKE’s rights in OREXIGEN PATENT RIGHTS.

2.04

All SUBLICENSES shall be subject to the terms and conditions of this AGREEMENT, shall be no less favorable to or protective of DUKE than this AGREEMENT except as expressly stated in this AGREEMENT, and shall not be further sublicenseable without the express written approval of DUKE, such approval not to be unreasonably withheld. All SUBLICENSES will be assigned to DUKE in the event the AGREEMENT is terminated, subject to DUKE’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 DUKE with a copy of all SUBLICENSES within thirty (30) days of execution of each subject SUBLICENSE.

2.05

Notwithstanding anything to the contrary in this AGREEMENT, DUKE shall have the right to practice under the DUKE PATENT RIGHTS and under its rights to the OREXIGEN PATENT RIGHTS, for its own internal, non-commercial,

educational, research and clinical purposes without restriction and without payment of royalties or other fees.

2.06

The licenses granted under this AGREEMENT will not be construed to confer any rights upon OREXIGEN by implication, estoppel or otherwise as to any data, technology, patents, patent applications or other property rights held by DUKE (solely or jointly) not specifically set forth herein, regardless of whether such property rights are dominant or subordinate to any of the DUKE PATENT RIGHTS and/or OREXIGEN PATENT RIGHTS.

2.07

The license granted hereunder shall be subject to Public Law 96-517 and Public Law 98-260. Any right granted in this AGREEMENT which is greater than that permitted under Public Law 96-517 and Public Law 98-260 shall be modified as may be required to conform with the provisions of those laws.

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 DUKE as follows:

(b)

Royalty on NET SALES of DUKE LICENSED PRODUCTS, DUKE LICENSED PROCESSES, and DUKE 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 DUKE a non-refundable running royalty of [***] percent ([***]%) on NET SALES of DUKE LICENSED PRODUCTS, DUKE LICENSED PROCESSES, and DUKE LICENSED SERVICES (hereinafter such running royalty referred to as the “DUKE RUNNING ROYALTY”). 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 DUKE 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 DUKE LICENSED PRODUCTS, DUKE LICENSED PROCESSES, and/or DUKE LICENSED SERVICES (as the case may be), 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 DUKE LICENSED PRODUCTS, DUKE LICENSED PROCESSES, and/or DUKE LICENSED SERVICES (as the case may be) against the DUKE RUNNING ROYALTY for the subject

DUKE LICENSED PRODUCTS, DUKE LICENSED PROCESSES, and/or DUKE LICENSED SERVICES (as the case may be) in the appertaining country(ies) during the appertaining time period, provided that in no event shall the amount otherwise payable to DUKE as DUKE RUNNING ROYALTY be reduced to less than [***] percent ([***]%) for the subject DUKE LICENSED PRODUCTS, DUKE LICENSED PROCESSES, and/or DUKE LICENSED SERVICES (as the case may be) in the appertaining country(ies) during the appertaining time period.

(c)

Royalty on NET SALES of OREXIGEN LICENSED PRODUCTS, OREXIGEN LICENSED PROCESSES, and OREXIGEN 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 DUKE a non-refundable running royalty of [***] percent ([***]%) on NET SALES of OREXIGEN LICENSED PRODUCTS, OREXIGEN LICENSED PROCESSES, and OREXIGEN LICENSED SERVICES (hereinafter such running royalty referred to as the “OREXIGEN RUNNING ROYALTY”). Notwithstanding the foregoing, if OREXIGEN (and/or appertaining SUBLICENSEE(S), as the case may be) obtains from any THIRD PARTY any licenses and/or sublicenses for patent rights in order to practice OREXIGEN 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 OREXIGEN LICENSED PRODUCTS, OREXIGEN LICENSED PROCESSES, and/or OREXIGEN LICENSED SERVICES (as the case may be), 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 OREXIGEN LICENSED PRODUCTS, OREXIGEN LICENSED PROCESSES, and/or OREXIGEN LICENSED SERVICES (as the case may be) against the DUKE RUNNING ROYALTY for the subject OREXIGEN LICENSED PRODUCTS, OREXIGEN LICENSED PROCESSES, and/or OREXIGEN LICENSED SERVICES (as the case may be) in the appertaining country(ies) during the appertaining time period, provided that in no event shall the amount otherwise payable to DUKE as OREXIGEN RUNNING ROYALTY be reduced to less than [***] percent ([***]%) for the subject OREXIGEN LICENSED PRODUCTS, OREXIGEN LICENSED PROCESSES, and/or OREXIGEN LICENSED SERVICES (as the case may be) in the appertaining country(ies) during the appertaining time period.

(d)

Milestone Payments . OREXIGEN (and/or appertaining SUBLICENSEES, as the case may be) shall pay DUKE the following one-time, noncreditable, non-refundable payments within [***] ([***]) days of the first

occurrence of each of the following milestones as relates to a DUKE LICENSED PRODUCT:

[***]

(e)

Royalty on SUBLICENSE REVENUES . OREXIGEN (and/or appertaining SUBLICENSEES, as the case may be) shall pay to DUKE a royalty of [***] percent ([***]%) on SUBLICENSING REVENUES.

(a)

first to [***]; and

(b)

thereafter to [***] of this AGREEMENT.

late fee described above, all past due payments shall bear interest at the [***] from the due date of such payment until paid. The payment of such interest and late fees shall not foreclose DUKE from exercising any other rights it may have as a consequence of the lateness of any payment.

3.05

No multiple royalties on NET SALES shall be payable to DUKE on a single LICENSED PRODUCT because its manufacture, use, lease, sale or practice are or shall be covered by more than one of the DUKE PATENT RIGHTS and/or OREXIGEN PATENT RIGHTS.

3.06

All payments due to DUKE under this AGREEMENT shall be paid in United States Dollars in Durham, North Carolina, or at such place as DUKE may reasonably designate consistent with the laws and regulations controlling in any foreign country. If any currency conversion shall be required in connection with such payments due hereunder, such conversion shall be made by using the exchange rate prevailing at Wachovia Bank (N.A.) (or its successor, as the case may be) on the last business day of the reporting period to which such payments relate. If payments are made by wire, electronic or other transfer form for which a fee is charged (“PAYMENT TRANSFER FEES”), OREXIGEN (and/or appertaining SUBLICENSEES, as the case may be) shall be responsible for the full amount of such fees and shall promptly reimburse DUKE for DUKE’s payment of such reasonable PAYMENT TRANSFER FEES within [***] ([***]) days of invoice of the same from DUKE.

3.07

It is understood and acknowledged that in partial consideration for the licenses granted to OREXIGEN under this AGREEMENT, OREXIGEN has issued or will issue OREXIGEN stock to the INVENTORS. It is further understood and acknowledged that each of the INVENTORS has waived in writing in a form acceptable to DUKE, any and all rights which he may have to share, either individually (personally) or through his laboratory, under the Duke University Inventions, Patents and Technology Transfer Policy, in the equity, financial and other considerations that DUKE receives from LICENSEE, AFFILIATES, SUBLICENSEES, and/or any THIRD PARTIES as a result of this AGREEMENT, including, but not limited to, shares of DUKE STOCK (and any proceeds therefrom), royalties, fees, milestone payments and the like.

3.08

Payments due to DUKE pursuant to Sections 3.01(b), 3.01(d), 3.01(e), 6.02(a) and/or otherwise relating to DUKE PATENT RIGHTS shall cite “Duke File # 2081”. Payments due to DUKE pursuant to Sections 3.01(c), 3.01(e), 6.03 and/or otherwise relating to OREXIGEN PATENT RIGHTS shall cite “Duke File #2358”. All payments due to DUKE under this AGREEMENT shall be made payable to “Duke University.” Payments may be made by wire or electronic transfer, provided that an accompanying notice is delivered with reference to the pertinent DUKE file numbers and PAYMENT TRANSFER FEES associated with

such wire or electronic transfer are paid in full by OREXIGEN (and/or appertaining SUBLICENSEES, as the case may be) at the time of such transfer or within thirty (30) days of receipt of invoice from DUKE for the same as set forth in Section 3.04. Such payments, as well as reports due to DUKE in accordance with Sections 5.02 and 5.03 shall be sent to DUKE at the following address:

4.01

OREXIGEN shall use commercially reasonable efforts to bring LICENSED PRODUCTS to market through a thorough, vigorous and diligent program for exploitation of the DUKE PATENT RIGHTS and OREXIGEN PATENT RIGHTS, and to continue active, diligent marketing efforts for LICENSED PRODUCTS throughout the life of this AGREEMENT. The development and commercialization schedule set forth on attached APPENDIX C (hereinafter “COMMERCIALIZATION SCHEDULE”) is hereby agreed upon as a reasonable one to be followed. Variations from the schedule set forth in the COMMERCIALIZATION SCHEDULE must be expressly approved by DUKE in writing, such approval not to be unreasonably withheld. OREXIGEN may extend the targets through the payment to DUKE of a MAINTENANCE FEE of [***] [***] dollars ($[***]) for each year OREXIGEN desires to extend such targets (not to exceed a total extension period of [***] ([***]) years for any one such target), provided that each MAINTENANCE FEE payment is received by DUKE

at least than [***] ([***]) days prior to the then applicable target date. However, if any of the targets set forth in the COMMERCIALIZATION SCHEDULE are not reached within the stated time periods set out in APPENDIX C, or within those amended periods of time approved in writing by Duke, and such targets are not extended by the payment of a MAINTENANCE FEE, then DUKE may, at its sole discretion, convert the exclusive licenses granted hereunder to non-exclusive licenses and DUKE may in its sole discretion require OREXIGEN (and/or its assignee(s), as the case may be) to assign to DUKE any SUBLICENSES for which exclusive rights have previously been granted and, in the event of such assignment(s), OREXIGEN’s rights under this AGREEMENT to such rights sublicensed exclusively to under the subject SUBLICENSES shall terminate as of the effective date of the appertaining assignment(s) to DUKE. For any rights that OREXIGEN may be permitted to retain, LICENSEE will still be responsible to DUKE for any royalty payments and payments with respect to non-royalty income.

4.02

During the term of this AGREEMENT, OREXIGEN will submit [***] progress reports to DUKE as set forth in Section 5.02. DUKE shall have the right to request [***] ([***]) [***] to discuss such information with representatives of OREXIGEN at mutually acceptable times and places. It is agreed that should any of [***] personnel be required by [***] to consult with [***] outside of [***], [***] will reimburse reasonable travel and living expenses incident thereto.

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 DUKE 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 DUKE 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 DUKE, such amounts to be subject to the provisions of Section 3.04.

5.02

OREXIGEN shall report the status of development of each LICENSED PRODUCT [***] to DUKE 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.

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 DUKE prior to [***] a written account of the NET SALES of LICENSED PRODUCTS made during the prior [***] period ending [***], respectively, and shall simultaneously pay to DUKE the royalties due on such NET SALES in United States dollars. Reports tendered shall include the calculation of royalties by product by country in substantially the format provided in APPENDIX D hereto. Further, OREXIGEN shall render to DUKE prior to [***] a written account of royalties on SUBLICENSE REVENUES due to DUKE for the prior [***] period ending [***], respectively, and shall simultaneously pay to DUKE the royalties due on such NET SALES in United States dollars.

6.01

Patent Prosecution

DUKE PATENT RIGHTS, and shall not abandon prosecution of any DUKE PATENT RIGHTS or any of the claims of the DUKE PATENT RIGHTS without first notifying DUKE in a timely manner of OREXIGEN’s intention and reason therefore, and providing DUKE with reasonable opportunity to assume responsibility for prosecution and maintenance of the appertaining DUKE PATENT RIGHTS (which thereafter shall be subject to the provisions of Section 6.02(b) as regards status as DUKE PATENT RIGHTS and DUKE LICENSED PRODUCTS, DUKE LICENSED PROCESSES, and DUKE LICENSED SERVICES and OREXIGEN’s rights therein). All decisions with respect to the prosecution of the DUKE PATENT RIGHTS by OREXIGEN pursuant to this Section 6.01(a) shall be made by OREXIGEN, subject to the approval of DUKE 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 DUKE 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 DUKE may pursue such patents if it so desires in which case from the date of such filing of such patent applications by DUKE shall not be considered DUKE 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 its assumption of responsibility for prosecution of DUKE PATENT RIGHTS under this Section 6.01(a).

(b)

OREXIGEN will control, and be responsible for, all filings, prosecution, and maintenance of the OREXIGEN PATENT RIGHTS. It is understood and acknowledged that OREXIGEN may use the DUKE DATA to support OREXIGEN PATENT RIGHTS, including, but not limited to the OREXIGEN PROVISIONAL and that Dr. Gadde shall be identified as a co-inventor of the OREXIGEN PROVISIONAL and such other patent filings relating to or corresponding with the OREXIGEN PROVISIONAL and other OREXIGEN PATENT RIGHTS for which Dr. Gadde is an inventor in accordance with appertaining patent law/regulations regarding inventorship. It is understood and acknowledged that DUKE shall be a co-owner of those OREXIGEN PATENT RIGHTS for which Dr. Gadde is an inventor and OREXIGEN shall take appropriate and necessary steps to effect such co-ownership. OREXIGEN shall keep DUKE advised as to the status of the OREXIGEN PATENT RIGHTS by providing to DUKE, in a timely manner, with copies of all official documents and correspondence relating to the prosecution, maintenance, and validity of the OREXIGEN PATENT RIGHTS. DUKE shall be offered the opportunity to make suggestions regarding the prosecution and

maintenance of OREXIGEN PATENT RIGHTS, such suggestions to be given due consideration. However, notwithstanding the foregoing, it is understood that all decisions with respect to the prosecution and maintenance of the OREXIGEN PATENT RIGHTS shall be made by OREXIGEN.

(a)

During the term of this AGREEMENT, payment of all DUKE 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 DUKE PATENT RIGHTS EXPENSES associated with the preparation and filing of the PCT application(s) contained within the DUKE PATENT RIGHTS as well as all DUKE PATENT RIGHTS EXPENSES associated with pursuit and maintenance of the DUKE PATENT RIGHTS. Within [***] ([***]) days of the EFFECTIVE DATE of this AGREEMENT, OREXIGEN agrees to reimburse DUKE in the amount of nineteen thousand, eight hundred seventeen dollars and seventy-five cents (US$19,817.75) for DUKE PATENT RIGHTS EXPENSES which were incurred by DUKE, and for which attorney invoices were received and processed by DUKE, before the EFFECTIVE DATE. As regards all other DUKE PATENT RIGHTS EXPENSES, OREXIGEN agrees to pay such DUKE PATENT RIGHTS EXPENSES within [***] ([***]) days of receipt of an invoice for the same, and failure to pay such each such invoice within such thirty-day period shall be a default hereunder for which DUKE may terminate this AGREEMENT in accordance with Section 10.05. Notwithstanding the foregoing or anything else to the contrary in the AGREEMENT, if at any time OREXIGEN fails to reimburse DUKE for any DUKE PATENT RIGHTS EXPENSES within the thirty-day period following receipt of a subject invoice from DUKE, then henceforth during the term of this AGREEMENT, DUKE may, at its sole discretion, require OREXIGEN to make payment for estimated associated DUKE PATENT RIGHTS EXPENSES prior to incurring such DUKE PATENT RIGHTS EXPENSES, including, but without limitation, DUKE PATENT RIGHTS EXPENSES associated with national phase filings of DUKE PATENT APPLICATIONS, preparation and filing of responses to patent office actions on DUKE PATENT APPLICATIONS, etc., such requirement by DUKE not to preclude DUKE from exercising any other recourse it may have under this AGREEMENT as regards lack of prompt reimbursement of DUIKE PATENT RIGHTS EXPENSES by OREXIGEN.

(b)

If OREXIGEN decides to discontinue the financial support of the prosecution or maintenance of a subject DUKE PATENT APPLICATION or patent falling within the scope of DUKE PATENT RIGHTS, OREXIGEN will give DUKE timely written notice at least [***] ([***]) months in advance of the effective date of OREXIGEN’s decision and DUKE 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 DUKE’s sole expense. In such instances, from the date of DUKE’s receipt of such written notice from OREXIGEN, such patent and/or DUKE PATENT APPLICATION shall no longer be considered to fall within the definition of DUKE 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 DUKE PATENT APPLICATION and patent(s) arising from such PATENT APPLICATION. Accordingly, DUKE shall be free, at its 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.

7.01

In the event that DUKE 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 DUKE or its AFFILIATES other than the granting of this license to OREXIGEN) as a result (directly or indirectly) of the licenses granted hereunder to OREXIGEN, OREXIGEN:

(c)

must indemnify and hold DUKE harmless from any and all damages, losses, liability, and costs resulting from a charge of infringement or civil action which shall be brought against DUKE 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 DUKE PATENT RIGHTS, terminate this AGEEMENT effective immediately upon DUKE’s receipt of written notice of termination.

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 available evidence of infringement by a THIRD PARTY of any patents within the DUKE 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:

8.03

In the event that OREXIGEN undertakes the enforcement and/or defense of the DUKE PATENT RIGHTS and/or OREXIGEN 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 DUKE, 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 DUKE 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 DUKE. Any balance remaining from such recovery shall be distributed between OREXIGEN and DUKE as follows: (i) OREXIGEN receiving [***] percent ([***]%) and DUKE receiving [***] percent ([***]%) as regards DUKE PATENT RIGHTS; and (ii) OREXIGEN receiving [***] percent ([***]%) and DUKE receiving [***] percent ([***]%) as regards OREXIGEN PATENT RIGHTS.

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, DUKE shall have the right, but not the obligation, to prosecute at its own expense any such infringements of the DUKE PATENT RIGHTS and, in furtherance of such right, DUKE 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 DUKE shall be borne by DUKE. Any recovery of damages by DUKE for any infringement shall be applied first in satisfaction of any unreimbursed expenses and attorneys’ fees of DUKE 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 OREXIGEN and DUKE with DUKE receiving [***] percent ([***]%) and OREXIGEN receiving [***] percent ([***]%).

8.05

In any infringement suit instituted by either party to enforce the DUKE PATENT RIGHTS and/or OREXIGEN PATENT RIGHTS where DUKE is a co-owner of one or more of the subject OREXIGEN PATENT RIGHTS pursuant to this AGREEMENT, 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 DUKE PATENT RIGHTS and/or OREXIGEN 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 DUKE 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 DUKE with respect to its future use or sale of any DUKE LICENSED PRODUCT, DUKE LICENSED PROCESS, and/or DUKE LICENSED SERVICE covered solely by such DUKE 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 DUKE for any amounts previously paid to DUKE under this AGREEMENT, including, but not limited to, the payment of DUKE STOCK.

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 forty-five (45) days following such termination and at its own expense, assign to DUKE its full interest and title in and full documentation of (i) all market clearance applications (including all data relating thereto) which relate to DUKE LICENSED PRODUCTS, DUKE LICENSED PROCESSES, and/or DUKE LICENSED SERVICES and (ii) all data that could relate to market clearance applications for DUKE LICENSED PRODUCTS, DUKE LICENSED PROCESSES, and/or DUKE 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 DUKE, such information shall not be considered the confidential information of OREXIGEN under Article 11 but instead shall henceforth be considered the confidential information of DUKE 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 DUKE PATENT RIGHTS shall reside in the INVENTORS, faculty, staff, and students of DUKE. OREXIGEN shall also have the right to publish and/or co-author any publication/presentation on the DUKE PATENT RIGHTS in accordance with academic custom. In the event that either one or more of the INVENTORS 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 [***] ([***] ^th ) anniversary of the Effective Date.

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 DUKE PATENT RIGHTS or OREXIGEN PATENT RIGHTS, whichever shall occur last.

10.02

Subject to the provisions of this AGREEMENT, DUKE may terminate this AGREEMENT in accordance with Section 10.05 if OREXIGEN fails to meet any of the development/commercialization milestones (as extended through the payment of MAINTENANCE FEES to DUKE by OREXIGEN) set forth in APPENDIX C unless DUKE expressly approves such variations in writing.

10.03

OREXIGEN may terminate this AGREEMENT by giving DUKE written notice at least [***] ([***]) 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 DUKE under this AGREEMENT through the effective date of the termination.

10.04

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.

10.05

If either party fails to fulfill any of its material obligations under this AGREEMENT including, but not limited to, lack of payment or failure to meet the provisions of Section 10.02, 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 [***] ([***]) days of receipt of notice. If the breach is not cured within that time, the termination will be effective as of the [***] ([***]) 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 full description of the event or occurrence constituting a breach of this AGREEMENT.

10.06

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.

10.07

Notwithstanding anything to the contrary in this AGREEMENT, neither expiration nor any termination of this AGREEMENT shall remove any financial obligations to DUKE which OREXIGEN incurred under this AGREEMENT prior to and as of the effective date of any expiration or termination.

10.08

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 DUKE LICENSED PRODUCTS, DUKE LICENSED PROCESSES, and DUKE LICENSED SERVICES.

10.09

Within thirty (30) days of any expiration or termination of this AGREEMENT, OREXIGEN shall (i) return to DUKE or destroy, as directed by DUKE, all information, data, and any relevant materials provided to OREXIGEN during the term of this AGREEMENT and (ii) destroy all DUKE LICENSED PRODUCTS in a safe and legal manner. Further, OREXIGEN shall provide DUKE with a written statement signed by an authorized representative of OREXIGEN certifying the destruction of all DUKE 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 DUKE.

10.10

The licenses granted to OREXIGEN pursuant to Section 2.02 shall survive termination of this AGREEMENT for any reason (as shall the appertaining

obligations to DUKE, financial and otherwise) except for termination (i) under Section 10.04 for fraud, willful misconduct, or illegal conduct of OREXIGEN which is directly related to the licenses granted under Section 2.02, or to OREXIGEN PATENT RIGHTS, OREXIGEN LICENSED PRODUCTS, OREXIGEN LICENSED PROCESSES, and/or OREXIGEN LICENSED SERVICES; and/or (ii) under Section 10.05 for breaches by OREXIGEN directly related to the licenses granted under 2.02, or to OREXIGEN PATENT RIGHTS, OREXIGEN LICENSED PRODUCTS, OREXIGEN LICENSED PROCESSES, and/or OREXIGEN LICENSED SERVICES, including, but not limited to, lack or delayed remittance of payments due to DUKE under Sections 3.01(c), 3.01(e), 3,04, 3.06, and/or 6.03.

11.01

DUKE 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:

disclosed confidential information otherwise remains subject to the obligations of confidentiality set forth in this Article 11.

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

OREXIGEN

Orexigen Therapeutics, Inc.

Attn: Chief Executive Officer

One Palmer Square, Suite 515

Princeton, NJ 08540 USA

(same as above)

Biotech Law Associates, P.C.

Attn: Douglas A. Branch

800 Research Parkway, Suite 310

Oklahoma City, OK 73104

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.

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 DUKE, 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 DUKE shall be required for such transactions.

14.01

DUKE, and its trustees, officers, employees, faculty members, students, and agents (collectively, “DUKE Indemnitees”) will be indemnified, defended by counsel reasonably acceptable to DUKE, 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 any of the DUKE PATENT RIGHTS and/or OREXIGEN PATENT RIGHTS infringes the intellectual property of a THIRD PARTY. However, the foregoing indemnity shall not apply to CLAIMS to the extent that they are (x) caused by the gross negligence of DUKE, DUKE employees, DUKE faculty members, students, and/or agents acting solely within the performance of their respective responsibilities at DUKE, (y) caused by a material breach of this AGREEMENT by DUKE, and/or (z) pertain solely to claims that the activities of DUKE employees, faculty members, students, and/or agents in their performance of their respective responsibilities at DUKE (excluding any research or other responsibilities such individuals may have as a result of an association each may have with OREXIGEN and/or SUBLICENSEES) 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 DUKE LICENSED PRODUCT and/or OREXIGEN LICENSED PRODUCT; or (ii) commencement of sale, lease, or provision of LICENSED PRODUCTS (including, but not limited to provision of DUKE LICENSED SERVICES or OREXIGEN LICENSED SERVICES in connection with a clinical trial). DUKE 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 DUKE in a reasonable manner.

14.03

DUKE 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 DUKE PATENT RIGHTS AND/OR OREXIGEN 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 DUKE OF THE VALIDITY OF ANY OF THE DUKE PATENT RIGHTS OR THE OREXIGEN PATENT RIGHTS OR THE ACCURACY, SAFETY, EFFICACY, OR USEFULNESS, FOR ANY PURPOSE, OF THE DUKE PATENT RIGHTS OR OREXIGEN PATENT RIGHTS. DUKE SHALL HAVE NO OBLIGATION, EXPRESS OR IMPLIED, TO SUPERVISE, MONITOR, REVIEW OR OTHERWISE ASSUME RESPONSIBILITY FOR THE PRODUCTION, MANUFACTURE, TESTING, MARKETING OR SALE OF ANY LICENSED PRODUCT. (FOR AVOIDANCE OF DOUBT, IT IS UNDERSTOOD AND AGREED THAT ANY SUCH ACTIVITY DESCRIBED IN THE PRECEDING SENTENCE BY ONE OR MORE OF THE INVENTORS OR ANY OTHER DUKE TRUSTEE, FACULTY MEMBER, EMPLOYEE, STUDENT, AND/OR AGENT SHALL BE DEEMED TO BE OUTSIDE THEIR RESPECTIVE CAPACITY AS A DUKE TRUSTEE, FACULTY MEMBER, EMPLOYEE, STUDENT, AND/OR AGENT, AS THE CASE MAY BE.) FURTHER, DUKE 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:

14.04

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

15.01

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

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.

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.

18.01

The provisions of Sections 2.04, 2.07, 3.01(a), 3.01(b)-(e) (as regards financial obligations described therein incurred during the term of this Agreement), 3.03, 3.04, 3.06, 3.08, 5.01, 5.03 (as regards obligations for reports and payments due to Duke for activities occurring during the term of this Agreement) 6.02(a), 6.03, 9.01 (as regards assignment to Duke 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), 9.03, 10.07, 10.09, 10.10 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. (

19.01

This AGREEMENT shall be construed as having been entered into in the State of North Carolina and shall be interpreted in accordance with and its performance governed by the laws of the State of North Carolina. Notwithstanding the foregoing, questions affecting the construction and effect of any patent in DUKE PATENT RIGHTS and OREXIGEN PATENT RIGHTS shall be determined by the law of the country in which the patent was granted.

20.01

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.

DUKE UNIVERSITY

OREXIGEN THERAPEUTICS, INC.

/s/ Robert L. Taber

By:

/s/ John F. Crowley

Robert L. Taber, Ph.D.

John F. Crowley

Vice Chancellor, Science and

President and Chief Executive Officer

Technology Development

Date: 4/2/04

Date: 3/31/04

/s/ Kishore Gadde

Kishore Gadde, M.D.

19 April 2004

/s/ Ranga Krishnan

Ranga Krishnan, M.B., Ch.B.

19/4/04