JOINT FILING AGREEMENTJoint Filing Agreement • July 12th, 2010 • Orexigen Therapeutics, Inc. • Pharmaceutical preparations
Orexigen Therapeutics, Inc. Shares of Common Stock (par value $0.001 per share) Controlled Equity OfferingSM Sales AgreementSales Agreement • March 30th, 2017 • Orexigen Therapeutics, Inc. • Pharmaceutical preparations • New York
Orexigen Therapeutics, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Cantor Fitzgerald & Co. (the “Agent”), as follows:
OREXIGEN THERAPEUTICS, INC. AND , AS WARRANT AGENT FORM OF PREFERRED STOCK WARRANT AGREEMENT DATED AS OFPreferred Stock Warrant Agreement • March 15th, 2016 • Orexigen Therapeutics, Inc. • Pharmaceutical preparations • New York
THIS PREFERRED STOCK WARRANT AGREEMENT (this “Agreement”), dated as of [●], between OREXIGEN THERAPEUTICS, INC., a Delaware corporation (the “Company”) and [●], a [corporation] [national banking association] organized and existing under the laws of [●] and having a corporate trust office in [●], as warrant agent (the “Warrant Agent”).
OREXIGEN THERAPEUTICS, INC. AND , AS WARRANT AGENT FORM OF COMMON STOCK WARRANT AGREEMENT DATED AS OFCommon Stock Warrant Agreement • March 15th, 2016 • Orexigen Therapeutics, Inc. • Pharmaceutical preparations • New York
THIS COMMON STOCK WARRANT AGREEMENT (this “Agreement”), dated as of [●], between OREXIGEN THERAPEUTICS, INC., a Delaware corporation (the “Company”) and [●], a [corporation] [national banking association] organized and existing under the laws of [●] and having a corporate trust office in [●], as warrant agent (the “Warrant Agent”).
OREXIGEN THERAPEUTICS, INC. AND , AS WARRANT AGENT FORM OF DEBT SECURITIES WARRANT AGREEMENT DATED AS OFWarrant Agreement • March 15th, 2016 • Orexigen Therapeutics, Inc. • Pharmaceutical preparations • New York
THIS DEBT SECURITIES WARRANT AGREEMENT (this “Agreement”), dated as of [●], between OREXIGEN THERAPEUTICS, INC., a Delaware corporation (the “Company”) and [●], a [corporation] [national banking association] organized and existing under the laws of [●] and having a corporate trust office in [●], as warrant agent (the “Warrant Agent”).
11,000,000 Shares OREXIGEN THERAPEUTICS, INC. Common Stock, par value $0.001 per share UNDERWRITING AGREEMENTUnderwriting Agreement • October 25th, 2012 • Orexigen Therapeutics, Inc. • Pharmaceutical preparations • New York
OREXIGEN THERAPEUTICS, INC. (a Delaware corporation) 5,646,173 Units Each Unit Consisting of One Share of Common Stock And A Warrant to Purchase Ten Shares of Common Stock PURCHASE AGREEMENTPurchase Agreement • December 15th, 2011 • Orexigen Therapeutics, Inc. • Pharmaceutical preparations • New York
Orexigen Therapeutics, Inc., a Delaware corporation (the “Company”) confirms its agreement with Leerink Swann LLC (“Leerink Swann”) and each of the other Underwriters named in Schedule A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom Leerink Swann is acting as representative (in such capacity, the “Representative”), with respect to the issue and sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of the respective number of units set forth in said Schedule A (the “Units”), each of which Unit shall consist of (i) one share of Common Stock, par value $0.001 per share, of the Company (“Common Stock”) (such share of Common Stock constituting a part of the Units, collectively the “Shares”) and (ii) a warrant to purchase up to ten shares of Common Stock (such warrant constituting a part of the Units, collectively, the “Warrants” and together wit
JOINT FILING AGREEMENTJoint Filing Agreement • February 9th, 2010 • Orexigen Therapeutics, Inc. • Pharmaceutical preparations
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 10th, 2015 • Orexigen Therapeutics, Inc. • Pharmaceutical preparations • California
This SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of September 10, 2015, is made by and among OREXIGEN THERAPEUTICS, INC., a Delaware corporation (the “Company”), and the Purchasers listed on Exhibit A hereto, together with their permitted transferees (each, a “Purchaser” and collectively, the “Purchasers”).
EMPLOYMENT AGREEMENTEmployment Agreement • November 14th, 2017 • Orexigen Therapeutics, Inc. • Pharmaceutical preparations • California
This Employment Agreement (“Agreement”) is entered into as of February 23, 2015 (the “Effective Date”), by and between Peter Flynn (“Executive”) and Orexigen Therapeutics, Inc. (the “Company”).
OREXIGEN THERAPEUTICS, INC. (a Delaware corporation) [•] Shares of Common Stock PURCHASE AGREEMENTPurchase Agreement • January 14th, 2008 • Orexigen Therapeutics, Inc. • Pharmaceutical preparations • New York
MERRILL LYNCH & CO. Merrill Lynch, Pierce, Fenner & Smith Incorporated as Representative of the several Underwriters 4 World Financial Center New York, New York 10080
SECURITY AGREEMENT among OREXIGEN THERAPEUTICS, INC., as Issuer, and THE GUARANTORS PARTY HERETO FROM TIME TO TIME, as Guarantors and U.S. BANK NATIONAL ASSOCIATION, as Collateral Agent Dated as of March 21, 2016Security Agreement • March 25th, 2016 • Orexigen Therapeutics, Inc. • Pharmaceutical preparations • New York
This SECURITY AGREEMENT, dated as of March 21, 2016 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time in accordance with the provisions hereof, including by one or more Joinder Agreements, or otherwise, this “Agreement”), is made by and among Orexigen Therapeutics, Inc., a Delaware corporation (“Issuer”), and the Subsidiaries of Issuer from time to time party hereto by execution of a Joinder Agreement (the “Guarantors”), as pledgors, assignors and debtors (Issuer, together with the Guarantors, in such capacities and together with any successors in such capacities, the “Pledgors,” and each, a “Pledgor”), and U.S. Bank National Association, a national banking association, solely in its capacity as collateral agent pursuant to the Indenture, as pledgee, assignee and secured party (in such capacities and together with any successors in such capacities, the “Collateral Agent”).
Amendment No. 1 to Employment Agreement FEBRUARY 26, 2016Employment Agreement • November 14th, 2017 • Orexigen Therapeutics, Inc. • Pharmaceutical preparations • California
This Amendment No. 1 is intended to modify the Employment Agreement (the “Agreement”) dated February 23, 2015 by and between Orexigen Therapeutics, Inc. (“Orexigen” or the “Company”) with its principal place of business located at 3344 N. Torrey Pines Ct., Suite 200, La Jolla, CA 92037 and Peter Flynn (“Executive”). All capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Agreement.
OREXIGEN THERAPEUTICS, INC. AND U.S. BANK NATIONAL ASSOCIATION, as Trustee and Collateral Agent INDENTURE Dated as of March [●], 2016 0% Convertible Senior Secured Notes due 2020Indenture • March 15th, 2016 • Orexigen Therapeutics, Inc. • Pharmaceutical preparations • New York
INDENTURE dated as of March [●], 2016 between OREXIGEN THERAPEUTICS, INC., a Delaware corporation, as issuer (the “Company,” as more fully set forth in Section 1.01) and U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America, as trustee (in such capacity, the “Trustee,” as more fully set forth in Section 1.01), collateral agent (in such capacity, the “Collateral Agent,” as more fully set forth in Section 1.01) Note Registrar, Paying Agent and Conversion Agent.
OREXIGEN THERAPEUTICS, INC. CONSULTING AGREEMENTConsulting Agreement • December 4th, 2015 • Orexigen Therapeutics, Inc. • Pharmaceutical preparations • California
THIS CONSULTING AGREEMENT (this “Agreement”) is effective as of December 12, 2015 (the “Effective Date”), by and between OREXIGEN THERAPEUTICS, INC. (the “Company”) and JOSEPH P. HAGAN (the “Consultant”).
Amendment No. 3 to Employment Agreement October 13, 2017Employment Agreement • November 14th, 2017 • Orexigen Therapeutics, Inc. • Pharmaceutical preparations • California
Reference is made to the Employment Agreement (the “Agreement”) dated February 3, 2015 by and between Orexigen Therapeutics, Inc. (“Orexigen” or the “Company”) with its principal place of business located at 3344 N. Torrey Pines Ct., Suite 200, La Jolla, CA 92037 and Jason Keyes (“Executive”), and Amendment No. 2 to the Employment Agreement dated June 16, 2016 (the “Second Amendment”). All capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Agreement.
LICENSE AGREEMENTLicense Agreement • April 9th, 2007 • Orexigen Therapeutics, Inc. • Pharmaceutical preparations • Pennsylvania
THIS AGREEMENT made and entered into this 1st day of June, 2004 (“EFFECTIVE DATE”), by and between LEE G. DANTE, an individual having his principal office at [***] (“DANTE”), and OREXIGEN THERAPEUTICS, INC., a corporation organized under the laws of Delaware (“OREXIGEN”), with its corporate headquarters and principal office at One Palmer Square, Suite 515, Princeton, NJ 08540.
LICENSE AGREEMENTLicense Agreement • April 9th, 2007 • Orexigen Therapeutics, Inc. • Pharmaceutical preparations • California
THIS AGREEMENT made and entered into this 3rd day of January, 2005 (“EFFECTIVE DATE”), by and between OREXIGEN THERAPEUTICS, INC., a Delaware corporation (“OREXIGEN”), and CYPRESS BIOSCIENCE, INC., a Delaware corporation (“CYPRESS”).
AMENDMENT NO. 1 TO MANUFACTURING SERVICES AGREEMENT NOVEMBER 1, 2013Manufacturing Services Agreement • January 26th, 2015 • Orexigen Therapeutics, Inc. • Pharmaceutical preparations • Ontario
This Amendment No. 1 is intended to modify the MANUFACTURING SERVICES AGREEMENT (the “Agreement”) dated March 12, 2010 by and between OREXIGEN THERAPEUTICS, INC., a corporation existing under the laws of the State of Delaware (“Client”), and Patheon Pharmaceuticals Inc., a corporation existing under the laws of the State of Delaware, and Patheon Inc., a corporation existing under the laws of Canada (collectively, “Patheon”). All capitalized terms used herein and not otherwise defined will have the meanings assigned to such terms in the Agreement.
OREXIGEN THERAPEUTICS, INC. AMENDMENT NO. 2 TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT NOVEMBER 1, 2011Employment Agreement • November 3rd, 2011 • Orexigen Therapeutics, Inc. • Pharmaceutical preparations • California
Reference is made to the AMENDED AND RESTATED EMPLOYMENT AGREEMENT dated February 22, 2010 by and between OREXIGEN THERAPEUTICS, INC. (“Orexigen” or the “Company”) with its principal place of business located at 3344 N. Torrey Pines Ct., Suite 200, La Jolla, CA 92037 and MARK BOOTH (“Executive”), and AMENDMENT NO. 1 TO THE AMENDED AND RESTATED EMPLOYMENT AGREEMENT dated June 14, 2011, respectively. All capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Agreement.
LICENSE AGREEMENT BETWEEN Oregon Health & Science University AND OrexigenLicense Agreement • April 9th, 2007 • Orexigen Therapeutics, Inc. • Pharmaceutical preparations • Oregon
This License Agreement is made and entered into on this 27th day of June, 2003 (hereinafter “Effective Date”) by and between Oregon Health & Science University (hereinafter “OHSU”), having offices at 2525 SW 1st Ave, Portland, Oregon 97201, and Orexigen Therapeutics, Inc. (hereinafter “LICENSEE”), a Delaware corporation having offices at 28202 Cabot Road, Suite 200, Laguna Niguel, CA 92677.
LICENSE AGREEMENTLicense Agreement • April 9th, 2007 • Orexigen Therapeutics, Inc. • Pharmaceutical preparations • North Carolina
THIS INVESTORS’ RIGHTS AGREEMENT (this “Agreement”) is made as of January 20, 2004, by and among Orexigen Therapeutics, Inc., a Delaware corporation (the “Company”), the parties listed on Schedule A hereto (collectively, the “Investors” and each individually, an “Investor”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • February 16th, 2007 • Orexigen Therapeutics, Inc. • Pharmaceutical preparations • Delaware
This Indemnification Agreement (“Agreement”) is made as of ___, 2007 by and between Orexigen Therapeutics, Inc., a Delaware corporation (the “Company”), and ___ (“Indemnitee”).
AMENDED AND RESTATED LICENSE AGREEMENTLicense Agreement • March 11th, 2011 • Orexigen Therapeutics, Inc. • Pharmaceutical preparations • New York
THIS AMENDED AND RESTATED LICENSE AGREEMENT (this “Agreement”) is entered into as of the 6th day of December, 2010 (the “A&R Effective Date”) by and between GlaxoSmithKline LLC (formerly known as SmithKline Beecham Corporation, doing business as GlaxoSmithKline), a Delaware limited liability company located at One Franklin Plaza, Philadelphia, PA 19102 (“GSK LLC”), Glaxo Group Limited, a private limited company incorporated in England and Wales, having its registered office at Glaxo Wellcome House, Berkeley Avenue, Greenford, Middlesex, England UB6 0NN (“GGL,” and together with GSK LLC, “GSK”) and Orexigen Therapeutics, Inc., a Delaware corporation located at 3344 N. Torrey Pines Court, Suite 200, La Jolla, California 92037 (“Orexigen”). GSK and Orexigen are sometimes collectively referred to herein as the “Parties” and separately as a “Party.”
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENTEmployment Agreement • August 28th, 2007 • Orexigen Therapeutics, Inc. • Pharmaceutical preparations
This Amendment No. 1 to Employment Agreement (this “Amendment”) is entered into as of the 22nd day of August, 2007, by and between Gary D. Tollefson (“Executive”) and Orexigen Therapeutics, Inc. (the “Company”).
AMENDED AND RESTATED MASTER AGREEMENT FOR PHARMACEUTICAL DEVELOPMENT SERVICESMaster Agreement for Pharmaceutical Development Services • January 26th, 2015 • Orexigen Therapeutics, Inc. • Pharmaceutical preparations • New York
Orexigen Therapeutics, Inc. 28202 Cabot Road, Suite 200 Laguna Niguel, CA 92677 February 1, 2005Consulting Agreement • December 19th, 2006 • Orexigen Therapeutics, Inc. • California
The purpose of this letter agreement (the “Agreement”) is to set forth the principal terms that we have reached regarding your rendering of consulting and advisory services to Orexigen Therapeutics, Inc. a Delaware corporation (“Orexigen”). That agreement is as follows:
FORM OF WARRANTWarrant Agreement • March 15th, 2016 • Orexigen Therapeutics, Inc. • Pharmaceutical preparations • New York
THIS CERTIFIES THAT, for value received, , with its principal office at , or assigns (the “Holder”), is entitled to subscribe for and purchase at the Exercise Price (defined below) from Orexigen Therapeutics, Inc., a Delaware corporation, with its principal office at 3344 N. Torrey Pines Ct., Suite 200, La Jolla California, 92037 (the “Company”) up to shares of the Common Stock of the Company (the “Common Stock”), subject to adjustment as provided herein. This Warrant is one of a series of Warrants being issued pursuant to the terms of the Securities Purchase Agreement, dated March 15, 2016, by and among the Company and the original Holder of this Warrant and the other parties named therein (the “Purchase Agreement”). Capitalized terms not otherwise defined herein shall have the respective meanings ascribed to such terms in the Purchase Agreement.
FIRST AMENDMENT TO CREDIT AND SECURITY AGREEMENTCredit and Security Agreement • July 3rd, 2007 • Orexigen Therapeutics, Inc. • Pharmaceutical preparations • Illinois
This First Amendment to Credit and Security Agreement (“Amendment”) is made as of this 2nd day of July, 2007, by and among OREXIGEN THERAPEUTICS, INC., a Delaware corporation (the “Borrower”), those financial institutions listed on the signature pages hereto as the “Lenders” party to the Credit Agreement referenced below and MERRILL LYNCH CAPITAL, a division of Merrill Lynch Business Financial Services Inc., as “Administrative Agent” under the Credit Agreement referenced below.
December 4, 2015 Joseph P. Hagan c/o Orexigen Therapeutics, Inc. La Jolla, CA 92037 RE: Separation and Consulting Agreement Dear Jay:Separation and Consulting Agreement • December 4th, 2015 • Orexigen Therapeutics, Inc. • Pharmaceutical preparations
This letter sets forth the terms of the separation and consulting agreement (this “Agreement”) that Orexigen Therapeutics, Inc. (the “Company”) is offering to you in connection with your voluntary resignation as an officer and employee of the Company.
AMENDMENT NO. 2 to the LICENSE AGREEMENT dated as of March 31, 2004License Agreement • December 19th, 2006 • Orexigen Therapeutics, Inc.
THIS AMENDMENT NO. 2 (the “AMENDMENT NO. 2”), dated and effective as of the 27th day of July, 2006, to that certain LICENSE AGREEMENT dated as of March 31, 2004, as amended by that certain AMENDMENT NO. 1 dated as of December 22, 2004 (collectively referred to herein as the “LICENSE AGREEMENT”), by and between DUKE UNIVERSITY, a nonprofit educational and research institution organized under the laws of North Carolina (“DUKE”), and OREXIGEN THERAPEUTICS, INC., a Delaware corporation (hereinafter “OREXIGEN”). Unless otherwise defined herein, capitalized terms used but not defined herein shall have the meaning set forth in the AGREEMENT, and the AGREEMENT shall be amended to incorporate any additional definitions provided for in this AMENDMENT NO. 2, including definitions in the recitals hereto.
OREXIGEN THERAPEUTICS, INC. AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT FEBRUARY 15, 2013Employment Agreement • August 7th, 2013 • Orexigen Therapeutics, Inc. • Pharmaceutical preparations • California
This Amendment No. 1 is intended to modify the SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”) dated June 14, 2011 by and between OREXIGEN THERAPEUTICS, INC. (“Orexigen” or the “Company”) with its principal place of business located at 3344 N. Torrey Pines Ct., Suite 200, La Jolla, CA 92037 and MICHAEL A. NARACHI (“Executive”). All capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Agreement.
AMENDMENT NO. 2 TO MANUFACTURING SERVICES AGREEMENT SEPTEMBER 11, 2014Manufacturing Services Agreement • February 27th, 2015 • Orexigen Therapeutics, Inc. • Pharmaceutical preparations
This Amendment No. 2 is intended to modify the MANUFACTURING SERVICES AGREEMENT dated March 12, 2010, as amended, (the “Agreement”) by and between OREXIGEN THERAPEUTICS, INC., a corporation existing under the laws of the State of Delaware (“Client”), and Patheon Pharmaceuticals Inc., a corporation existing under the laws of the State of Delaware, and Patheon Inc., a corporation existing under the laws of Canada (collectively, “Patheon”) effective as of October 6, 2014 (the “Amendment No. 2 Effective Date”). All capitalized terms used herein and not otherwise defined will have the meanings assigned to such terms in the Agreement.
OREXIGEN THERAPEUTICS, INC. AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT JUNE 16, 2016Employment Agreement • August 5th, 2016 • Orexigen Therapeutics, Inc. • Pharmaceutical preparations • California
Reference is made to the EMPLOYMENT AGREEMENT (the “Agreement”) dated March 30, 2015 by and between OREXIGEN THERAPEUTICS, INC. (“Orexigen” or the “Company”) with its principal place of business located at 3344 N. Torrey Pines Ct., Suite 200, La Jolla, CA 92037 and THOMAS CANNELL (“Executive”), and AMENDMENT NO. 1 TO THE EMPLOYMENT AGREEMENT dated February 2, 2016 (the “First Amendment”). All capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Agreement.
Amendment No. 2 to Employment Agreement October 13, 2017Employment Agreement • November 14th, 2017 • Orexigen Therapeutics, Inc. • Pharmaceutical preparations • California
Reference is made to the Employment Agreement (the “Agreement”) dated December 1, 2015 by and between Orexigen Therapeutics, Inc. (“Orexigen” or the “Company”) with its principal place of business located at 3344 N. Torrey Pines Ct., Suite 200, La Jolla, CA 92037 and Thomas Lynch (“Executive”), and Amendment No. 1 to the Employment Agreement dated February 2, 2016 (the “First Amendment”). All capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Agreement.
