Current Report Filing (8-k)
01 August 2016 - 8:13PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant
to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 1, 2016
OREXIGEN THERAPEUTICS, INC.
(Exact Name of Registrant as Specified in its Charter)
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Delaware
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001-33415
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65-1178822
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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3344 N. Torrey Pines Ct., Suite 200,
La Jolla, CA
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92037
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrants telephone number, including area code: (858) 875-8600
(Former Name or Former Address, if Changed Since Last Report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (
see
General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 2.01
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Completion of Acquisition or Disposition of Assets
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On August 1, 2016, the
transition period under that certain Separation Agreement (the Separation Agreement) between Orexigen Therapeutics, Inc. (
Orexigen
or the
Company
) and Takeda Pharmaceutical Company
Limited (
Takeda
), dated March 15, 2016 (the
Separation Agreement
), terminated and the Company reacquired all commercial rights to
Contrave
®
in the United States. The Company made an initial payment of $60 million to Takeda in March 2016 (the
Initial Payment
) and will pay an additional $15
million to Takeda in January 2017 (the
January 2017 Payment
) provided that Takeda substantially performs its obligations under the Separation Agreement and related agreements, including certain specified activities.
The source of funds for the Initial Payment and the January 2017 Payment was, and will be, from the Companys cash on hand. The Company may also be obligated to pay Takeda milestone payments of $10 million, $20 million, $30 million and $50
million, based on the achievement of annual Contrave
®
net sales milestones of $200 million, $300 million $400 million and $600 million, respectively, in any future year.
A more detailed summary of the material terms of the Separation Agreement is set forth in Item 1.01 of the Current Report on Form 8-K
filed by the Company with the Securities and Exchange Commission (the
SEC
) on March 15, 2016. A redacted copy of the Separation Agreement is Exhibit 10.9 to Companys Quarterly Report on Form 10-Q filed with the
SEC on May 5, 2016, and is incorporated herein by reference.
Item 7.01
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Regulation FD Disclosure
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For the three months ended June 30, 2016, the Company
earned approximately $2.5 million in royalties on $12.3 million in net sales of Contrave
®
(naltrexone HCl/bupropion HCl extended release), as reported to us by Takeda.
Reference is made to the disclosure under Item 2.01 and incorporated
herein by reference.
Item 9.01
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Financial Statements and Exhibits
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(a) Financial Statement of Business Acquired
The financial statements required by Item 9.01(a) of Form 8-K, with respect to the acquisition described in Item 2.01 herein,
will be filed by amendment to this Current Report on Form 8-K as soon as practicable, and in any event not later than 71 calendar days after the date on which this Current Report on Form 8-K is required to be filed pursuant to Item 2.01.
(b) Pro Forma Financial Information
The pro forma financial information required by Item 9.01(b) of Form 8-K, with respect to the acquisition described in Item 2.01
herein, will be filed by amendment to this Current Report on Form 8-K as soon as practicable, and in any event not later than 71 calendar days after the date on which this Current Report on Form 8-K is required to be filed pursuant to
Item 2.01.
(d) Exhibits
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Exhibit
Number
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Description of Exhibit
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2.1*
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Separation Agreement dated as of March 15, 2016 by and between the Company and Takeda, filed with the Companys Quarterly Report on Form 10-Q on May 5, 2016, and incorporated herein by reference.
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* Confidential treatment has been granted or requested, as applicable for portions of this exhibit. These portions have been
omitted from the exhibit and filed separately with the SEC.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
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Date: August 1, 2016
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OREXIGEN THERAPEUTICS, INC.
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/s/ Michael Narachi
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By: Michael Narachi
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Title: Chief Executive Officer
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Exhibit
Number
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Description of Exhibit
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2.1*
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Separation Agreement dated as of March 15, 2016 by and between the Company and Takeda, filed with the Companys Quarterly Report on Form 10-Q on May 5, 2016, and incorporated herein by reference.
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* Confidential treatment has been granted or requested, as applicable for portions of this exhibit. These portions have been
omitted from the exhibit and filed separately with the SEC.