Amendment to License Agreement between Oregon Health & Science University and Orexigen Therapeutics, Inc.
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Summary
Oregon Health & Science University (OHSU) and Orexigen Therapeutics, Inc. have amended their existing license agreement as of November 1, 2003. Under this amendment, Orexigen will issue 100,000 shares of its common stock to OHSU and, following its Series A Preferred Stock financing, will issue at least 145,000 additional shares, representing a specified percentage of Orexigen’s shares on a fully diluted basis. The amendment outlines the terms for these share issuances and is signed by authorized representatives of both parties.
EX-10.8 8 a25623orexv10w8.htm EXHIBIT 10.8 exv10w8
EXHIBIT 10.8
CERTAIN MATERIAL (INDICATED BY AN ASTERISK) HAS BEEN OMITTED FROM THIS DOCUMENT PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
AMENDMENT TO LICENSE AGREEMENT
Effective as of Nov. 1, 2003, Oregon Health & Science University (hereinafter OHSU), having offices AT 2525 SW 1st Ave, Suite 120, Portland, OR 97201, and Orexigen Therapeutics, Inc. (hereinafter LICENSEE), a Delaware corporation having offices at 28202 Cabot Road, Suite 200, Laguna Niguel, CA 92577 agree to amend the Agreement in the following ways:
1. | Section 6.05 (page 10), will be changed to the following: |
6.05 | LICENSEE agrees to issue to OHSU one hundred thousand (100,000) shares of LICENSEE common stock (the Shares). |
2. | The following section will be added as Section 6.05.3 |
6.05.03 | LICENSEE agrees to issue to OHSU additional shares of LICENSEE common stock (the Additional Shares) and the Additional Shares will be: a) at least one hundred forty-five thousand shares (145,000); and b) at least [***] percent ([***]%) of the shares to be issued by LICENSEE, on a fully diluted basis, after the closing of LICENSEEs Series A Preferred Stock financing transaction. The Additional Shares are issued under the same provisions as the Shares, as described in Sections 6.05.1 and 6.05.2. |
SIGNATURES ON NEXT PAGE
*** | 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. |
SIGNATURE PAGE
IN WITNESS WHEREOF, the parties hereto have executed this Agreement in duplicate originals by their duly authorized officers and representatives.
FOR OHSU:
By: | s/ [illegible] | 11/18/03 | ||||||
Title: | Interim Director | Date | ||||||
Mailing Address for Notices and Payments:
Technology and Research Collaborations
Oregon Health & Science University
2525 SW First Avenue, Suite AD120
Portland, Oregon ###-###-####
Technology and Research Collaborations
Oregon Health & Science University
2525 SW First Avenue, Suite AD120
Portland, Oregon ###-###-####
FOR LICENSEE:
By: | /s/ John F. Crowley | 11/1/03 | ||||||
Signature of Authorized Official | Date | | ||||||
Printed Name | John F. Crowley | |||||||
Title | President and CEO | |||||||
Mailing Address for Notices:
Orexigen Therapeutics, Inc.
One Palmer Square
Suite 515
Princeton, NJ 08540
Orexigen Therapeutics, Inc.
One Palmer Square
Suite 515
Princeton, NJ 08540