LICENSE AGREEMENT

1.01

" AFFILIATE " means 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-corporate entity, as applicable.

1.02

" AGENT " means any employee, consultant, agent or individual or entity that has either assigned or licensed INTELLECTUAL PROPERTY to a party hereto.

1.03

" ARBITRATION ISSUES " shall have the meaning given in Section 20.04(a).

1.04

" ARBITRATION PANEL " shall have the meaning given in Section 20.03.

1.05

" CLAIMANT " shall have the meaning given in Section 20.04(a).

1.06

" CLAIMANT’S PROPOSAL " shall have the meaning given in Section 20.04(b) .

1.07

" CLAIMS " shall have the meaning given in Section 14.01 .

1.08

" CLINICAL STRATEGY ASSISTANCE " shall have the meaning given in Section 4.03 .

1.09

" COLLABORATION CYPRESS INTELLECTUAL PROPERTY " means all INTELLECTUAL PROPERTY during the term of this AGREEMENT:

(a)

conceived solely by one or more AGENTS of CYPRESS in the course of work performed pursuant to this AGREEMENT; and/or

(b)

that is an IMPROVEMENT to any PRE-COLLABORATION CYPRESS INTELLECTUAL PROPERTY or COLLABORATION CYPRESS INTELLECTUAL PROPERTY:

(i)

conceived solely by AGENTS of OREXIGEN in the course of the COLLABORATIVE WORK; or

(ii)

conceived jointly by one or more AGENTS of CYPRESS and one or more AGENTS of OREXIGEN in the course of the COLLABORATIVE WORK.

1.10

" COLLABORATION INTELLECTUAL PROPERTY " means the COLLABORATION CYPRESS INTELLECTUAL PROPERTY", COLLABORATION JOINT INTELLECTUAL PROPERTY and/or COLLABORATION OREXIGEN INTELLECTUAL PROPERTY.

1.11

" COLLABORATION JOINT INTELLECTUAL PROPERTY " means all INTELLECTUAL PROPERTY conceived jointly by one or more AGENTS of CYPRESS and one or more AGENTS of OREXIGEN in the course of the COLLABORATIVE WORK, but excluding any such INTELLECTUAL PROPERTY which is an IMPROVEMENT to any PRE-COLLABORATION CYPRESS INTELLECTUAL PROPERTY or COLLABORATION CYPRESS INTELLECTUAL PROPERTY or to any PRE-COLLABORATION OREXIGEN INTELLECTUAL PROPERTY or COLLABORATION OREXIGEN INTELLECTUAL PROPERTY.

1.12

" COLLABORATION OREXIGEN INTELLECTUAL PROPERTY " means all INTELLECTUAL PROPERTY conceived during the term of this AGREEMENT:

(a)

solely by one or more AGENTS of OREXIGEN in the course of work performed pursuant to this AGREEMENT; and/or

(b)

that is an IMPROVEMENT to any PRE-COLLABORATION OREXIGEN INTELLECTUAL PROPERTY or COLLABORATION OREXIGEN INTELLECTUAL PROPERTY:

(i)

conceived solely by AGENTS of CYPRESS in the course of the COLLABORATIVE WORK; or

(ii)

conceived jointly by one or more AGENTS of CYPRESS and one or more AGENTS of OREXIGEN in the course of the COLLABORATIVE WORK.

1.13

" COLLABORATIVE WORK " shall have the meaning given in Section 4.01 .

1.14

" COLLABORATIVE WORK PLAN " shall have the meaning given in Section 4.01 .

1.15

" CYPRESS INDEMNITEES " shall have the meaning given in Section 14.02 .

1.16

" CYPRESS MATERIALS " means any proprietary materials provided by CYPRESS to OREXIGEN as part of the COLLABORATIVE WORK.

1.17

" DISPUTE " shall have the meaning given in Section 20.02 .

1.18

" DUKE AGREEMENT " means that certain License Agreement dated March 31, 2004, by and between Duke University and OREXIGEN, as amended by Amendment No. 1 thereto, dated as of even date herewith.

1.19

" DUKE PATENT RIGHTS " means the patents and patent applications listed on APPENDIX A, 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 such patent applications listed on APPENDIX A), re-examinations, reissues, substitutions, or extensions thereof and patents issuing therefrom in the United States and non-U.S. jurisdictions, which are licensed to OREXIGEN under the DUKE AGREEMENT.

1.20

" DUKE SUBLICENSE " means the sublicense under the DUKE AGREEMENT to practice under the DUKE PATENT RIGHTS, which is included in the LICENSE.

1.21

" ELAN PARTIES " shall have the meaning given in Section 14.02.

1.22

" FIELD " means all human indications.

1.23

" FINAL DECISION " shall have the meaning given in Section 20.04(c).

1.24

" IMPROVEMENT " means any invention that is an improvement to, or modification, of an existing invention claimed in any patent application or patent within the INTELLECTUAL PROPERTY of a party.

1.25

" INTELLECTUAL PROPERTY " means all intellectual property rights worldwide arising under statutory or common law, and whether or not perfected, including, without limitation, all (A) patents and patent applications now existing or hereafter filed, issued or acquired, 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 any such patent application), re-examinations, reissues, substitutions, or extensions thereof and patents issuing therefrom in the United States and non-U.S. jurisdictions; (B) rights associated with works of authorship including copyrights, copyright applications and copyright registrations; and (C) rights relating to the protection of trade secrets, know-how and CONFIDENTIAL INFORMATION.

1.26

" LICENSE " means the exclusive, worldwide license rights granted pursuant to Section 2.01, including, but not limited to, the DUKE SUBLICENSE .

1.27

" LICENSED PROCESS " means any process which is covered in whole or in part by a VALID CLAIM contained in the OREXIGEN PATENT RIGHTS and is used, performed or practiced with respect to any LICENSED PRODUCT.

1.28

" LICENSED PRODUCT " means any product or part thereof containing mirtazapine or setiptiline in any form, (including, without limitation, any and all enantiomers, analogs, derivatives and salts thereof) used in combination with one or more active ingredients, which:

(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 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.

"LICENSED PRODUCTS" shall also mean, unless the context otherwise clearly requires, the following terms, collectively: LICENSED PRODUCTS, LICENSED PROCESSES, and LICENSED SERVICES, and a LICENSED PROCESS and LICENSED SERVICE shall be included within such term notwithstanding such process or service is not literally a physical "product".

1.29

" LICENSED SERVICE " means any service provided by CYPRESS (and/or SUBLICENSEES, as the case may be) to a THIRD PARTY which utilizes LICENSED PRODUCTS and/or LICENSED PROCESSES.

1.30

" NET SALES " means:

(a)

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

(b)

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

(c)

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

and each of (a), (b) and (c), above shall be less the sum of the following:

(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.

No deductions to NET SALES shall be made for commissions paid to individuals whether they are associated with independent sales agencies or regularly employed by CYPRESS (and/or SUBLICENSEES, as the case may be) and on its payroll, or for cost of collections. LICENSED PRODUCTS shall be considered "sold" when the consideration for provision thereof is received by CYPRESS (and/or SUBLICENSEES, as the case may be). LICENSED PRODUCTS and LICENSED SERVICES used by CYPRESS (and/or SUBLICENSEES, as the case may be) for clinical field trials, provided as free-of-charge samples for distribution to customers or end users, or for CYPRESS’s own internal non-commercial research (and/or SUBLICENSEES, as the case may be) shall not be included in NET SALES.

Except as provided below, if a LICENSED PRODUCT is sold in combination with another active component or components not otherwise claimed in the OREXIGEN PATENT RIGHTS and CYPRESS does not pay a royalty for such component that will result in a reduced RUNNING ROYALTY pursuant to Section 3.01(b) , then the NET SALES, for purposes of determining royalties on the combination, will be calculated by multiplying the NET SALES of the combination by the fraction A/(A+B), where A is the invoice price of the LICENSED PRODUCT, LICENSED PROCESS or LICENSED SERVICE if sold separately and B is the total invoice price of any other active component or components in the combination if sold separately. If the LICENSED PRODUCT, LICENSED PROCESS or LICENSED SERVICE and the other active component

or components in the combination are not sold separately, the NET SALES, for purposes of determining royalties on the combination, will be calculated by multiplying the NET SALES of the combination by the fraction determined by mutual agreement of the parties, that reflects the relative contribution in value that the LICENSED PRODUCT contained in the combination makes to the total value of such combination to the end user.

1.31

" NOTICE OF ARBITRATION " shall have the meaning given in Section 20.04(a) .

1.32

" OPTION EXERCISE DEADLINE " means the [***] of the EFFECTIVE DATE, which may be extended as provided in Section 4.02 .

1.33

" OPTION TERM " means the period commencing with the EFFECTIVE DATE and expiring on the OPTION EXERCISE DEADLINE. The OPTION TERM may be extended for not more than [***]([***]) days as provided in Section 4.02 .

1.34

" OREXIGEN INTELLECTUAL PROPERTY RIGHTS " means any and all OREXIGEN PATENT RIGHTS, PRE-COLLABORATION OREXIGEN INTELLECTUAL PROPERTY, COLLABORATION OREXIGEN INTELLECTUAL PROPERTY, and OREXIGEN rights in or to COLLABORATION JOINT INTELLECTUAL PROPERTY.

1.35

" OREXIGEN MATERIALS " means any proprietary materials provided by OREXIGEN to CYPRESS.

1.36

" OREXIGEN PATENT RIGHTS " means:

(a)

the DUKE PATENT RIGHTS; and

(b)

any and all patents, patent applications and rights to file any patent applications with respect to any COLLABORATION OREXIGEN INTELLECTUAL PROPERTY, 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 any such patent applications), re-examinations, reissues, substitutions, or extensions thereof and patents issuing from any such patent applications in the United States and non-U.S. jurisdictions; and or

(c)

OREXIGEN rights in or to all patents, patent applications and rights to file any patent applications with respect to any COLLABORATION JOINT INTELLECTUAL PROPERTY, 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 any such patent applications), re-examinations, reissues, substitutions, or extensions thereof and patents issuing from any such patent applications in the United States and non-U.S. jurisdictions.

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1.37

" PAYMENT TRANSFER FEES " shall have the meaning given in Section 3.05 .

1.38

" PRE-CLINICAL STUDIES " shall have the meaning given in Section 4.02 .

1.39

" PRE-COLLABORATION CYPRESS INTELLECTUAL PROPERTY " means all INTELLECTUAL PROPERTY owned by, either partially or wholly, or licensed to, or otherwise controlled by, CYPRESS, as of the EFFECTIVE DATE.

1.40

" PRE-COLLABORATION INTELLECTUAL PROPERTY " means the PRE-COLLABORATION CYPRESS INTELLECTUAL PROPERTY and/or PRE-COLLABORATION OREXIGEN INTELLECTUAL PROPERTY.

1.41

" PRE-COLLABORATION OREXIGEN INTELLECTUAL PROPERTY " means all OREXIGEN PATENT RIGHTS as of the EFFECTIVE DATE and all other INTELLECTUAL PROPERTY owned by, either partially or wholly, or licensed to, or otherwise controlled by, OREXIGEN as of the EFFECTIVE DATE necessary to practice the OREXIGEN PATENT RIGHTS and all INTELLECTUAL PROPERTY, excluding those defined in subsection 1.25(A) of this AGREEMENT, owned by, either partially or wholly, or licensed to, or otherwise controlled by, OREXIGEN as of the EFFECTIVE DATE useful to practice the OREXIGEN PATENT RIGHTS.

1.42

" RESPONDENT " shall have the meaning given in Section 20.04(a) .

1.43

" RESPONDENT’S PROPOSAL " shall have the meaning given in Section 20.04(b) .

1.44

" REPONSE " shall have the meaning given in Section 20.04(a) .

1.45

" RUNNING ROYALTY " shall have the meaning given in Section 3.01(b) .

1.46

" SUBLICENSE " and " SUBLICENSE AGREEMENT " means any relationship/agreement in which a THIRD PARTY gains any rights, temporary or otherwise, to any of the rights granted by OREXIGEN to CYPRESS under this AGREEMENT (including, but not limited to, CYPRESS AFFILIATES, assignee(s), licensee(s), sublicensee(s), marketing partner(s) and the like, hereinafter, such THIRD PARTIES referred as "SUBLICENSEES"), including, but not limited to those granted via options, rights of first refusal, material transfer agreements, sublicenses (implied or expressed), and the like, but excluding any THIRD PARTY that purchases LICENSED PRODUCTS as the end user thereof.

1.47

" TERRITORY " means the world.

1.48

" THIRD PARTY " means any individual or other entity other than OREXIGEN and/or CYPRESS.

1.49

" VALID CLAIM " means (i) an issued and unexpired claim within the OREXIGEN PATENT RIGHTS 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 within the OREXIGEN PATENT RIGHTS 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 refiling of such application contained in the OREXIGEN PATENT RIGHTS in the country in which any such product or part thereof is made, used or sold.

1.50

Where appropriate, words denoting a singular number only shall include the plural and vice versa.

1.51

Certain other defined terms shall have the meanings given them elsewhere in this AGREEMENT.

2.01

LICENSE . OREXIGEN hereby grants to CYPRESS and CYPRESS hereby accepts from OREXIGEN, subject to the terms, conditions and restrictions of this AGREEMENT, the exclusive, worldwide right and sublicenseable license (or, in the case of the DUKE PATENT RIGHTS, sublicense) under the OREXIGEN INTELLECTUAL PROPERTY RIGHTS, until the end of the term for which the OREXIGEN PATENT RIGHTS are granted, unless this AGREEMENT shall be sooner terminated according to the terms hereinafter provided to:

(a)

develop, make, have made, import, use, lease, offer for sale, sell, and distribute LICENSED PRODUCTS;

(b)

develop, make, have made, import, use, lease, offer for sale, sell, and distribute LICENSED PROCESSES;

(c)

develop, make, have made, perform, provide, import, use, lease, offer for sale, sell, and distribute LICENSED SERVICES; and/or

(d)

practice and use the OREXIGEN INTELLECTUAL PROPERTY RIGHTS, other than OREXIGEN PATENT RIGHTS, and to use the OREXIGEN MATERIALS, insofar as such practice and use is required to carry out the activities under subsections (a)-(c) above.

2.02

LICENSE RESTRICTIONS .

(a)

The LICENSE shall be limited to the FIELD and the TERRITORY.

(b)

CYPRESS agrees not to develop, market or sell, directly or indirectly, a LICENSED PRODUCT under the OREXIGEN INTELLECTUAL PROPERTY RIGHTS that is a combination of [***].

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(c)

CYPRESS agrees not to develop, market or sell, directly or indirectly, a LICENSED PRODUCT under the OREXIGEN INTELLECTUAL PROPERTY RIGHTS for an indication for weight loss and/or the treatment of obesity but CYPRESS may develop a LICENSED PRODUCT under the OREXIGEN INTELLECTUAL PROPERTY RIGHTS for an indication for which the label discusses the prevention of weight gain associated with mirtazapine or setiptiline.

2.03

OPTION/EFFECTIVENESS OF LICENSE . The LICENSE granted by OREXIGEN to CYPRESS under Section 2.01 shall not become effective unless and until CYPRESS exercises its option (the " OPTION "), in accordance with the terms and conditions of this Section 2.03 , that the LICENSE shall become effective. The OPTION shall be exercisable only during the OPTION TERM. Exercise of the OPTION must be in writing and clearly establish the unconditional intention of CYPRESS to make the LICENSE effective. If CYPRESS has not exercised the OPTION and timely delivered the payments required by Section 3.01(b) during the OPTION TERM, then the OPTION shall expire and irrevocably terminate.

2.04

SUBLICENSES . CYPRESS shall have the right to grant SUBLICENSES. All SUBLICENSES shall be subject to the terms and conditions of this AGREEMENT, shall be no less favorable to or protective of OREXIGEN than this AGREEMENT except as expressly stated in this AGREEMENT and CYPRESS shall remain responsible for the performance of its THIRD PARTY sublicensees. All SUBLICENSES will be assigned to OREXIGEN in the event the AGREEMENT is terminated by OREXIGEN pursuant to Sections 10.04 , 10.05 , or 10.06 , subject to OREXIGEN’s approval, such approval not to be unreasonable withheld or delayed. CYPRESS shall use commercially reasonable efforts to enforce the terms of the SUBLICENSE agreements. CYPRESS further agrees to provide OREXIGEN with a copy of all SUBLICENSES within thirty (30) days of execution of each subject SUBLICENSE. No SUBLICENSES (whether or not conditional or subject to effectiveness of the LICENSE) may be granted by CYPRESS, however, prior to exercise of the OPTION by CYPRESS.

2.05

NO OTHER RIGHTS GRANTED . The LICENSE granted under this AGREEMENT will not be construed to confer any rights upon CYPRESS by implication, estoppel or otherwise as to any intellectual property data, technology or other property rights held by OREXIGEN (solely or jointly) not specifically set forth herein, regardless of whether such property rights are dominant or subordinate to any of the OREXIGEN PATENT RIGHTS.

2.06

DUKE AGREEMENT . OREXIGEN agrees that it will not enter into any amendment of the DUKE AGREEMENT which diminishes the rights and/or interests of CYPRESS under this AGREEMENT, without the prior written consent of CYPRESS, which shall not be unreasonably withheld.

3.01

COMPENSATION TO OREXIGEN . In consideration of the right granted to CYPRESS pursuant to this AGREEMENT by OREXIGEN, and the performance of the services by OREXIGEN as specified in Section 4.02 , and further subject to the terms and conditions of this AGREEMENT, CYPRESS agrees to pay OREXIGEN as follows:

(a)

Upfront Payments . CYPRESS shall make payments to OREXIGEN as follows:

(i)

the sum of One Million Dollars ($1,000,000) at the time of execution of this AGREEMENT, which shall include support for activities of OREXIGEN under the COLLABORATIVE WORK PLAN; and

(ii)

the sum of Five Hundred Thousand Dollars ($500,000) on the earlier of February 1, 2005 or the OPTION EXERCISE DATE.

(b)

Royalty on NET SALES of LICENSED PRODUCTS . At the times and in the manner set forth hereinafter, CYPRESS shall pay to OREXIGEN a non-refundable running royalty on NET SALES of LICENSED PRODUCTS (hereinafter such running royalty referred to as the " RUNNING ROYALTY "), based on the level of NET SALES during any calendar year, as follows:

The applicable RUNNING ROYALTY rate for a particular NET SALES level shall apply only to such NET SALES level. Therefore, as an example, if NET SALES for a particular calendar year were $400 million, [***].

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Notwithstanding the foregoing, if (a) CYPRESS (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 OREXIGEN PATENT RIGHTS in the FIELD or in order to develop, make, have made, use, import, offer for sale, sell, import, export or provide LICENSED PRODUCTS (including, without limitation, as a result of any claim referred to in subsection (b)), or (b) any claim is made against CYPRESS (and/or appertaining SUBLICENSEES, as the case may be) alleging that the practice of the OREXIGEN PATENT RIGHTS in the FIELD infringes any THIRD PARTY patent, then CYPRESS (and/or appertaining SUBLICENSEES, as the case may be) shall be entitled to credit, in the case of subsection (a), any payment by CYPRESS (and/or appertaining SUBLICENSEES, as the case may be) of additional running royalties to such THIRD PARTY(ies), if any, on LICENSED PRODUCTS, and, in the case of subsection (b), fifty percent (50%) of any reasonable costs and expenses (including, without limitation, attorneys’ fees, but excluding any judgments or any settlements in connection with such claims) incurred by CYPRESS (and/or appertaining SUBLICENSEES, as the case may be) in connection with any such infringement claim against the RUNNING ROYALTY for the subject LICENSED PRODUCTS, in the appertaining country(ies) during the appertaining time period, provided that in no event shall the amount otherwise payable to OREXIGEN as RUNNING ROYALTY be reduced to less than [***] percent ([***]%) of NET SALES for the subject LICENSED PRODUCTS in the appertaining country(ies) during the appertaining time period; provided further that, in the case of subsection (b), any amounts that would have been credited in any period, but are not credited due to the [***] percent ([***]%) limitation, shall be carried forward to the following periods until all such amounts have been credited against the RUNNING ROYALTY for the subject LICENSED PRODUCTS.

Without limiting the credit available above, in the case of RUNNING ROYALTIES payable by CYPRESS for NET SALES by any SUBLICENSEE, the RUNNING ROYALTY payable by CYPRESS shall not exceed [***] percent ([***]%) of royalties received by CYPRESS from such SUBLICENSEE (net of any payment on such royalties that CYPRESS is obligated to pay to THIRD PARTIES with respect to LICENSED PRODUCTS) but in no event will be lower than [***] percent ([***]%) of such NET SALES by such SUBLICENSEE.

The RUNNING ROYALTIES shall be payable on a LICENSED PRODUCT by LICENSED PRODUCT and country by country basis from the date of first commercial sale of a given, LICENSED PRODUCT in a given country until, the expiration of the last to expire of the OREXIGEN PATENT RIGHTS containing a VALID CLAIM that, absent assignment or license, would be infringed by the manufacture, use or sale of such LICENSED PRODUCT in such country.

(c)

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

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occurrence of each of the following milestones achieved by CYPRESS (and/or any SUBLICENSEES, as the case may be) as relates to a LICENSED PRODUCT:

3.02

TAXES . OREXIGEN shall pay any and all taxes levied on account of any payments made to it under this AGREEMENT. If any such taxes are required to be withheld by CYPRESS (and/or appertaining SUBLICENSEES, as the case may be), CYPRESS (and/or appertaining SUBLICENSEES, as the case may be) will (a) deduct such taxes from the payment made to OREXIGEN, (b) timely pay the taxes to the proper taxing authority, and (c) send proof of payment to OREXIGEN and certify its receipt by the taxing authority within forty-five (45) calendar days following such payment.

3.03

LATE PAYMENTS . All payments due from CYPRESS (and/or appertaining SUBLICENSEES, as the case may be) pursuant to this AGREEMENT shall be due and payable in accordance with the terms and conditions of this AGREEMENT, and if a payment due pursuant to this AGREEMENT is not paid within [***] ([***]) days of the payment due date, then a late payment fee equal to [***] percent ([***]%) of such payment shall, be added to the payment due; provided, however, in addition to the late fee described above, all past due payments shall bear interest at the [***]

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3.04

NO MULTIPLE ROYALTIES . No multiple royalties on NET SALES shall be payable to OREXIGEN on a single LICENSED PRODUCT because its manufacture; use, lease, sale or practice are or shall be covered by more than one of the OREXIGEN PATENT RIGHTS. In addition, no royalty on NET SALES shall be payable to OREXIGEN with respect to any LICENSED PROCESS or LICENSED SERVICE to the extent a royalty on NET SALES is paid to OREXIGEN with respect to a LICENSED PRODUCT used in or resulting from such LICENSED PRODESS or LICENSED SERVICE.

3.05

METHOD OF PAYMENT . All payments due to OREXIGEN under this AGREEMENT shall be paid in United States Dollars in Princeton, New Jersey, or at such place as OREXIGEN 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 Bank of America (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 "), CYPRESS (and/or appertaining SUBLICENSEES, as the case may be) shall be responsible for the full amount of such fees and shall promptly reimburse OREXIGEN for OREXIGEN’s payment of such reasonable PAYMENT TRANSFER FEES within thirty (30) days of invoice of the same from OREXIGEN. OREXIGEN shall be responsible for making all payments required of OREXIGEN under the DUKE AGREEMENT.

4.01

COLLABORATIVE WORK . CYPRESS and OREXIGEN shall collaborate in the development of LICENSED PRODUCTS through assistance to be provided by OREXIGEN as outlined on APPENDIX B and referred to herein as the " COLLABORATIVE WORK PLAN ", which shall include the PRE-CLINICAL STUDIES and CLINICAL STRATEGY ASSISTANCE (the " COLLABORATIVE WORK "). The COLLABORATIVE WORK PLAN shall be updated by mutual agreement of OREXIGEN and CYPRESS within thirty (30) days of the date of this AGREEMENT. CYPRESS shall have final decision-making authority with regard to development and commercialization of LICENSED PRODUCTS, including, without limitation, whether to develop any LICENSED PRODUCTS for depression. OREXIGEN shall make all PRE-COLLABORATION OREXIGEN INTELLECTUAL PROPERTY and COLLABORATION OREXIGEN INTELLECTUAL PROPERTY available for review by CYPRESS.

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4.02

PRE-CLINICAL STUDIES . Under the COLLABORATIVE WORK PLAN, OREXIGEN, through [***] (a consultant of OREXIGEN), shall conduct pre-clinical studies (the " PRE-CLINICAL STUDIES ") at [***]. The PRE-CLINICAL STUDIES shall include:

(a)

[***] ; and

(b)

[***] .

The parties recognize that, taking into account the uncertainties of drug development, it may be necessary, from time to time, to amend the objectives of the COLLABORATIVE WORK PLAN and/or extend the delivery date of the data from PRE-CLINICAL STUDIES. CYPRESS hereby agrees to accept any reasonable proposals to amend the scope of the COLLABORATIVE WORK PLAN in light of OREXIGEN’S experience in conducting the PRE-CLINICAL STUDIES, provided that such amendments, in the aggregate, shall not result in an extension of completion of the PRE-CLINICAL STUDIES by more than [***]([***]) days. The PRE-CLINICAL STUDIES shall be deemed completed when OREXIGEN delivers to CYPRESS data which satisfies all requirements and objectives established in the COLLABORATIVE WORK PLAN. Any extension of the completion of the PRE-CLINICAL STUDIES beyond [***]([***]) days shall extend the OPTION EXERCISE DEADLINE by the extent to which such extension exceeds [***]([***])[***].

4.03

CLINICAL STRATEGY ASSISTANCE . OREXIGEN shall assist CYPRESS in its strategy with, respect to the planned proof of concept trials (the " CLINICAL STRATEGY ASSISTANCE "), as described in the COLLABORATIVE WORK PLAN. CYPRESS will have responsibility and sole decision making authority with respect to all clinical trials for LICENSED PRODUCTS, including, without limitation, the planned proof of concept trials, and all regulatory and other matters relating to the LICENSED PRODUCTS.

4.04

OWNERSHIP OF INTELLECTUAL PROPERTY .

(a)

PRE-COLLABORATION CYPRESS INTELLECTUAL PROPERTY and COLLABORATION CYPRESS INTELLECTUAL PROPERTY . All rights and title to PRE-COLLABORATION CYPRESS INTELLECTUAL PROPERTY will belong to CYPRESS, and all rights and title to COLLABORATION CYPRESS INTELLECTUAL PROPERTY, whether patentable or copyrightable or not, will belong to CYPRESS.

(b)

PRE-COLLABORATION OREXIGEN INTELLECTUAL PROPERTY and COLLABORATION OREXIGEN INTELLECTUAL PROPERTY .

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Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.

All rights and title to PRE-COLLABORATION OREXIGEN INTELLECTUAL PROPERTY will belong to OREXIGEN and all rights and title to COLLABORATION OREXIGEN INTELLECTUAL PROPERTY, whether patentable or copyrightable or not, will belong to OREXIGEN, subject to the LICENSE to be granted hereunder.

(c)

COLLABORATION JOINT INTELLECTUAL PROPERTY . All rights and title to COLLABORATION JOINT INTELLECTUAL PROPERTY, whether patentable or copyrightable or not, will belong jointly to CYPRESS and OREXIGEN and will be subject to the terms and conditions of this AGREEMENT. Each party will have the right to independently practice and to license such COLLABORATION JOINT INTELLECTUAL PROPERTY, without accounting to the other party, subject to the LICENSE during the term of this AGREEMENT, and only to the extent that the practice of such COLLABORATION JOINT INTELLECTUAL PROPERTY by CYPRESS or any sublicensee does not require rights under PRE-COLLABORATION OREXIGEN INTELLECTUAL PROPERTY, COLLABORATION OREXIGEN INTELLECTUAL PROPERTY, or any other INTELLECTUAL PROPERTY owned by, either partially or wholly, or licensed to OREXIGEN, and that the practice of such COLLABORATION JOINT INTELLECTUAL PROPERTY by OREXIGEN or any sublicensee does not require rights under PRE-COLLABORATION CYPRESS INTELLECTUAL PROPERTY, COLLABORATION CYPRESS INTELLECTUAL PROPERTY, or any other INTELLECTUAL PROPERTY owned by, either partially or wholly, or licensed to CYPRESS. If such COLLABORATION JOINT INTELLECTUAL PROPERTY contains any PRE-COLLABORATION INTELLECTUAL PROPERTY, COLLABORATION INTELLECTUAL PROPERTY or other INTELLECTUAL PROPERTY owned by, either partially or wholly, or licensed to, the other party, the inventing party will only have the rights to practice and license the COLLABORATION JOINT INTELLECTUAL PROPERTY as negotiated with such other party pursuant to a license agreement or other agreed-upon arrangement. Notwithstanding the foregoing, OREXIGEN shall not have the right to practice or to license (other than to CYPRESS) any COLLABORATION JOINT INTELLECTUAL PROPERTY, to the extent of the LICENSE granted to CYPRESS, so long as the LICENSE is in effect. Additionally, subject to the provisions of Section 8.02 , so long as the LICENSE is in effect, each party will have the right but not the obligation to bring, at its own expense, an infringement action against any third party under its interest in COLLABORATION JOINT INTELLECTUAL PROPERTY, subject to the same limitations as set forth above with respect to the practice of such COLLABORATION JOINT INTELLECTUAL PROPERTY by CYPRESS or OREXIGEN. The parties will assist one another and cooperate in any such litigation, at the other’s reasonable request, and, if a party is necessary in order to institute and maintain an infringement suite

by the other party as defined by law, that party agrees to be joined in such suit.

(d)

Reporting Inventions . The parties agree to use reasonable efforts to report inventions conceived and/or reduced to prac