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.
THIS LICENSE AGREEMENT (this “ Agreement ”) is entered into as of the 10th day of June, 2009 (the “ Effective Date ”)
by and between SmithKline Beecham Corporation, doing business as GlaxoSmithKline, a Pennsylvania corporation located at
One Franklin Plaza, Philadelphia, PA 19102 (“ SB ”), 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 SB, “ 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 .”
WHEREAS, GSK is the owner of all right, title and interest in and to the Licensed Patents (as hereinafter defined); and
WHEREAS, Orexigen desires to obtain a non-exclusive license from GSK under the aforesaid Licensed Patents to develop
and commercialize Licensed Product in the Field in the Territory (as each such term is hereinafter defined) as set forth herein,
and GSK is willing to grant Orexigen such license.
NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein and other good and
valuable consideration, the receipt and legal sufficiency of which are hereby mutually acknowledged, Orexigen and GSK hereby
agree as follows:
Article 1. Definitions .
Section 1.1 As used herein, the following capitalized terms will have the meanings set forth below when used in this
Agreement, and all terms defined in the singular will have the same meanings when used in the plural (and vice versa), unless