OREX / Orexigen Therapeutics, Inc. - Depositi SEC, Relazione annuale, dichiarazione di delega

Orexigen Therapeutics, Inc.
US ˙ NASDAQ
QUESTO SIMBOLO NON E' PIU' ATTIVO

Statistiche di base
CIK 1382911
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Orexigen Therapeutics, Inc.
SEC Filings (Chronological Order)
Questa pagina fornisce un elenco completo e cronologico dei depositi SEC, esclusi i documenti di proprietà che forniamo altrove.
June 4, 2019 SC 13D/A

OREX / Orexigen Therapeutics, Inc. / Baupost Group LLC/MA - NONE Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 05 )* Orexigen Therapeutics, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 686164302 (CUSIP Number) Seth A. Klarman, The Baupost Group L.L.C. 10 ST JAMES AVE BOSTON, Massachusetts 02116 Phone : 617-210-8300 (Name, Address and Telephone Nu

May 31, 2019 15-12B

OREX / Orexigen Therapeutics, Inc. 15-12B - - 15-12B

15-12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 001-33415 Orexigen Therapeutics, Inc. (Exact name of registrant as sp

May 23, 2019 EX-2.1

Debtor’s Modified Amended Plan of Liquidation.

EX-2.1 Exhibit 2.1 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: OREXIGEN THERAPEUTICS, INC., Debtor.1 Chapter 11 Case No. 18-10518 (KG) DEBTOR’S MODIFIED AMENDED PLAN OF LIQUIDATION Date: May 14, 2019 MORRIS, NICHOLS, ARSHT & TUNNELL LLP Robert J. Dehney (DE Bar No. 3578) Andrew R. Remming (DE Bar No. 5120) 1201 North Market Street, 16th Floor P.O. Box 1347 Wilmington,

May 23, 2019 8-K

Financial Statements and Exhibits, Bankruptcy or Receivership

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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): May 17, 2019 Orexigen Therapeutics, Inc. (Exact name of registrant as specified in charter) Delaware 001-33415 65-1178822 (State or other jurisdiction of incorporation) (Commissio

May 3, 2019 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

8-K 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): April 29, 2019 OREXIGEN THERAPEUTICS, INC.

May 3, 2019 EX-99.1

Case 18-10518-KG Doc 1081 Filed 04/29/19 Page 1 of 11

EX-99.1 Case 18-10518-KG Doc 1081 Filed 04/29/19 Page 1 of 11 Exhibit 99.1 UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: Orexigen Therapeutics, Inc. Case No. 18-10518 (KG) Debtor Reporting Period: March 1, 2019 - March 31, 2019 MONTHLY OPERATING REPORT File with Court and submit copy to United States Trustee within 20 days after end of month. Submit copy of report to any offic

April 2, 2019 EX-99.1

Case 18-10518-KG Doc 1006 Filed 03/29/19 Page 1 of 11 UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: Orexigen Therapeutics, Inc. Case No. 18-10518 (KG) Debtor Reporting Period: February 1, 2019 - February 28, 2019 MONTHLY OPERATIN

EX-99.1 2 d725657dex991.htm EX-99.1 Exhibit 99.1 Case 18-10518-KG Doc 1006 Filed 03/29/19 Page 1 of 11 UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: Orexigen Therapeutics, Inc. Case No. 18-10518 (KG) Debtor Reporting Period: February 1, 2019 - February 28, 2019 MONTHLY OPERATING REPORT File with Court and submit copy to United States Trustee within 20 days after end of month.

April 2, 2019 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

8-K 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): March 29, 2019 OREXIGEN THERAPEUTICS, INC.

March 4, 2019 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

Form 8-K 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): February 28, 2019 OREXIGEN THERAPEUTICS, INC.

March 4, 2019 EX-99.1

Case 18-10518-KG Doc 958 Filed 02/28/19 Page 1 of 11 UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: Orexigen Therapeutics, Inc. Case No. 18-10518 (KG) Debtor Reporting Period: January 1, 2019 - January 31, 2019 MONTHLY OPERATING R

Exhibit 99.1 Exhibit 99.1 Case 18-10518-KG Doc 958 Filed 02/28/19 Page 1 of 11 UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: Orexigen Therapeutics, Inc. Case No. 18-10518 (KG) Debtor Reporting Period: January 1, 2019 - January 31, 2019 MONTHLY OPERATING REPORT File with Court and submit copy to United States Trustee within 20 days after end of month. Submit copy of report to a

February 14, 2019 SC 13G/A

OREX / Orexigen Therapeutics, Inc. / Biotechnology Value Fund L P - AMENDMENT NO. 1 TO THE SCHEDULE 13G Passive Investment

SC 13G/A 1 sc13ga107422ore02142019.htm AMENDMENT NO. 1 TO THE SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. 1)1 Orexigen Therapeutics, Inc. (Name of Issuer) Common Stock, $0.0

February 12, 2019 SC 13G/A

OREX / Orexigen Therapeutics, Inc. / UBS OCONNOR LLC - AMENDMENT NO. 1 TO SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Orexigen Therapeutics, Inc. (Name of Issuer) Common Stock, $0.001 par value per share (Title of Class of Securities) 686164302 (CUSIP Number) December 31, 2018 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate

February 12, 2019 SC 13G/A

OREX / Orexigen Therapeutics, Inc. / O'Connor Global Multi-Strategy Alpha Master Ltd - AMENDMENT NO. 1 TO SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Orexigen Therapeutics, Inc. (Name of Issuer) Common Stock, $0.001 par value per share (Title of Class of Securities) 686164302 (CUSIP Number) December 31, 2018 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate

February 11, 2019 SC 13G/A

OREX / Orexigen Therapeutics, Inc. / Man Group plc Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* OREXIGEN THERAPEUTICS, INC. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 686164302 (CUSIP Number) December 31, 2018 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate

February 5, 2019 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

8-K 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): January 30, 2019 OREXIGEN THERAPEUTICS, INC.

February 5, 2019 EX-99.1

UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: Orexigen Therapeutics, Inc. Case No. 18-10518 (KG) Debtor Reporting Period: December 1, 2018 - December 31, 2018 MONTHLY OPERATING REPORT File with Court and submit copy to United Sta

EX-99.1 Exhibit 99.1 UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: Orexigen Therapeutics, Inc. Case No. 18-10518 (KG) Debtor Reporting Period: December 1, 2018 - December 31, 2018 MONTHLY OPERATING REPORT File with Court and submit copy to United States Trustee within 20 days after end of month. Submit copy of report to any official committee appointed in the case. REQUIRED DO

December 14, 2018 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

Form 8-K 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): December 13, 2018 OREXIGEN THERAPEUTICS, INC.

December 14, 2018 EX-99.1

UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: Orexigen Therapeutics, Inc. Case No. 18-10518 (KG) Debtor Reporting Period: November 1, 2018 - November 30, 2018 MONTHLY OPERATING REPORT File with Court and submit copy to United Sta

EX-99.1 2 d676346dex991.htm EX-99.1 Exhibit 99.1 UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: Orexigen Therapeutics, Inc. Case No. 18-10518 (KG) Debtor Reporting Period: November 1, 2018 - November 30, 2018 MONTHLY OPERATING REPORT File with Court and submit copy to United States Trustee within 20 days after end of month. Submit copy of report to any official committee appoin

December 4, 2018 EX-99.1

UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: Orexigen Therapeutics, Inc. Debtor Case No. 18-10518 (KG) Reporting Period: October 1, 2018 - October 31, 2018 MONTHLY OPERATING REPORT File with Court and submit copy to United State

EX-99.1 Exhibit 99.1 UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: Orexigen Therapeutics, Inc. Debtor Case No. 18-10518 (KG) Reporting Period: October 1, 2018 - October 31, 2018 MONTHLY OPERATING REPORT File with Court and submit copy to United States Trustee within 20 days after end of month. Submit copy of report to any official committee appointed in the case. REQUIRED DOCU

December 4, 2018 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

Form 8-K 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): November 30, 2018 OREXIGEN THERAPEUTICS, INC.

October 31, 2018 EX-99.1

UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: Orexigen Therapeutics, Inc. Debtor Case No. 18-10518 (KG) Reporting Period: September 1, 2018 - September 30, 2018 MONTHLY OPERATING REPORT File with Court and submit copy to United S

EX-99.1 Exhibit 99.1 UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: Orexigen Therapeutics, Inc. Debtor Case No. 18-10518 (KG) Reporting Period: September 1, 2018 - September 30, 2018 MONTHLY OPERATING REPORT File with Court and submit copy to United States Trustee within 20 days after end of month. Submit copy of report to any official committee appointed in the case. REQUIRED

October 31, 2018 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

Form 8-K 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): October 30, 2018 OREXIGEN THERAPEUTICS, INC.

October 31, 2018 SC 13D/A

OREX / Orexigen Therapeutics, Inc. / Baupost Group LLC/MA - NONE Activist Investment

SC 13D/A 1 doc1.htm NONE UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 4 )* Orexigen Therapeutics, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 686164302 (CUSIP Number) Seth A. Klarman, The Baupost Group, L.L.C. 10 St. James Avenue, Suite 1700 Boston, Massachusetts 02116 Phone : (61

October 26, 2018 SC 13D/A

OREX / Orexigen Therapeutics, Inc. / Baupost Group LLC/MA - NONE Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3 )* Orexigen Therapeutics, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 686164302 (CUSIP Number) Seth A. Klarman, The Baupost Group, L.L.C. 10 St. James Avenue, Suite 1700 Boston, Massachusetts 02116 Phone : (617) 210-8300 (Name, Addres

October 1, 2018 EX-99.1

UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: Orexigen Therapeutics, Inc. Debtor Case No. 18-10518 (KG) Reporting Period: August 1, 2018 - August 31, 2018 MONTHLY OPERATING REPORT File with Court and submit copy to United States

EX-99.1 Exhibit 99.1 UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: Orexigen Therapeutics, Inc. Debtor Case No. 18-10518 (KG) Reporting Period: August 1, 2018 - August 31, 2018 MONTHLY OPERATING REPORT File with Court and submit copy to United States Trustee within 20 days after end of month. Submit copy of report to any official committee appointed in the case. REQUIRED DOCUME

October 1, 2018 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

8-K 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): September 28, 2018 OREXIGEN THERAPEUTICS, INC.

September 4, 2018 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

8-K 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 30, 2018 OREXIGEN THERAPEUTICS, INC.

September 4, 2018 EX-99.1

Case 18-10518-KG Doc 708 Filed 08/30/18 Page 1 of 11

EX-99.1 2 d453467dex991.htm EX-99.1 Case 18-10518-KG Doc 708 Filed 08/30/18 Page 1 of 11 Exhibit 99.1 Docket #0708 Date Filed: 08/30/2018 UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: Orexigen Therapeutics, Inc. Debtor Case No. 18-10518 (KG) Reporting Period: July 1, 2018 - July 31, 2018 MONTHLY OPERATING REPORT File with Court and submit copy to United States Trustee within 2

July 31, 2018 8-K

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

8-K 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): July 26, 2018 OREXIGEN THERAPEUTICS, INC.

July 31, 2018 EX-2.1

Amendment to the Asset Purchase Agreement, dated as of July 26, 2018, by and between Orexigen Therapeutics, Inc. and Nalpropion Pharmaceuticals, Inc.

EX-2.1 Exhibit 2.1 Nalpropion Pharmaceuticals, Inc. 10 North Park Place Morristown, NJ 07960 July 26, 2018 Orexigen Therapeutics, Inc. 3344 North Torrey Pines Court, Suite 200 La Jolla, CA, 92037 Attention: Tom Lynch Email: [email protected] Re: Amendment to the Asset Purchase Agreement Ladies and Gentlemen: Reference is made to the Asset Purchase Agreement dated as of April 23, 2018 (as may be

July 31, 2018 EX-99.1

UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: Orexigen Therapeutics, Inc. Case No. 18-10518 (KG) Debtor Reporting Period: June 1, 2018 - June 30, 2018 MONTHLY OPERATING REPORT File with Court and submit copy to United States Trus

EX-99.1 Exhibit 99.1 UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: Orexigen Therapeutics, Inc. Case No. 18-10518 (KG) Debtor Reporting Period: June 1, 2018 - June 30, 2018 MONTHLY OPERATING REPORT File with Court and submit copy to United States Trustee within 20 days after end of month. Submit copy of report to any official committee appointed in the case. REQUIRED DOCUMENTS

July 5, 2018 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

8-K 1 d855550d8k.htm FORM 8-K 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): June 29, 2018 OREXIGEN THERAPEUTICS, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-33415 65-1178822 (State or Other Jurisdiction

July 5, 2018 EX-99.1

Case 18-10518-KG Doc 446 Filed 06/29/18 Page 1 of 11 UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: Orexigen Therapeutics, Inc. Case No. 18-10518 (KG) Debtor Reporting Period: May 1, 2018 - May 31, 2018 MONTHLY OPERATING REPORT Fi

EX-99.1 Exhibit 99.1 Case 18-10518-KG Doc 446 Filed 06/29/18 Page 1 of 11 UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: Orexigen Therapeutics, Inc. Case No. 18-10518 (KG) Debtor Reporting Period: May 1, 2018 - May 31, 2018 MONTHLY OPERATING REPORT File with Court and submit copy to United States Trustee within 20 days after end of month. Submit copy of report to any official c

June 22, 2018 8-K

Other Events

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): June 22, 2018 OREXIGEN THERAPEUTICS, INC.

June 6, 2018 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

Form 8-K 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): May 30, 2018 OREXIGEN THERAPEUTICS, INC.

June 6, 2018 EX-99.1

UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: Orexigen Therapeutics, Inc. Case No. 18-10518 (KG) Debtor Reporting Period: April 1, 2018 - April 30, 2018 MONTHLY OPERATING REPORT File with Court and submit copy to United States Tr

EX-99.1 Exhibit 99.1 UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: Orexigen Therapeutics, Inc. Case No. 18-10518 (KG) Debtor Reporting Period: April 1, 2018 - April 30, 2018 MONTHLY OPERATING REPORT File with Court and submit copy to United States Trustee within 20 days after end of month. Submit copy of report to any official committe appointed in the case. REQUIRED DOCUMENTS

May 4, 2018 EX-99.1

UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: Orexigen Therapeutics, Inc. Case No. 18-10518 (KG) Debtor Reporting Period: March 12, 2018 - March 31, 2018 MONTHLY OPERATING REPORT File with Court and submit copy to United States T

EX-99.1 Exhibit 99.1 UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: Orexigen Therapeutics, Inc. Case No. 18-10518 (KG) Debtor Reporting Period: March 12, 2018 - March 31, 2018 MONTHLY OPERATING REPORT File with Court and submit copy to United States Trustee within 20 days after end of month. Submit copy of report to any official committee appointed in the case. REQUIRED DOCUMEN

May 4, 2018 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

8-K 1 d548321d8k.htm 8-K 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): April 30, 2018 OREXIGEN THERAPEUTICS, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-33415 65-1178822 (State or Other Jurisdiction of

April 26, 2018 SC 13D/A

OREX / Orexigen Therapeutics, Inc. / Baupost Group LLC/MA - NONE Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2 )* Orexigen Therapeutics, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 686164302 (CUSIP Number) Seth A. Klarman, The Baupost Group, L.L.C. 10 St. James Avenue, Suite 1700 Boston, Massachusetts 02116 Phone : (617) 210-8300 (Name, Addres

April 26, 2018 EX-1.E

MASTER ASSIGNMENT AND ACCEPTANCE

Exhibit E MASTER ASSIGNMENT AND ACCEPTANCE This Master Assignment and Acceptance (the “Assignment and Acceptance”) is dated as of the Effective Date set forth below and is entered into by and among each Person listed as an “Assignor” on Schedule II hereto (each an “Assignor”) and each Person listed as an “Assignee” on Schedule II hereto (each an “Assignee”).

April 26, 2018 EX-1.A

JOINT FILING AGREEMENT

EXHIBIT A JOINT FILING AGREEMENT In accordance with Rule I3d-1 (k)(I) under the Securities Exchange Act of 1934, as amended, each of the undersigned Reporting Persons hereby agrees to the joint filing, along with all other such Reporting Persons, on behalf of each of them of a statement on Schedule I3D (including amendments thereto) with respect to beneficial ownership of shares of Common Stock of Orexigen Therapeutics, Inc.

April 24, 2018 EX-2.1

Asset Purchase Agreement, dated as of April 23, 2018, by and between Orexigen Therapeutics, Inc. and Nalpropion Pharmaceuticals, Inc. (Schedules and exhibits have been omitted from this exhibit pursuant to Item 601(b)(2) of Regulation S-K and are not filed herewith. The registrant hereby agrees to furnish a copy of any omitted schedule or exhibits to the U.S. Securities and Exchange Commission upon request.)

EX-2.1 Exhibit 2.1 ASSET PURCHASE AGREEMENT by and between OREXIGEN THERAPEUTICS, INC., SELLER, and NALPROPION PHARMACEUTICALS, INC., PURCHASER DATED AS OF APRIL 23, 2018 TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS AND CONSTRUCTION 2 Section 1.1 Definitions 2 Section 1.2 Construction 12 ARTICLE 2 THE TRANSACTION 13 Section 2.1 Sale and Purchase of Purchased Assets 13 Section 2.2 Excluded Assets 1

April 24, 2018 EX-99.1

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re Orexigen Therapeutics, Inc., Debtor.1 Chapter 11 Case No. 18-10518 (KG) ORDER PURSUANT TO SECTIONS 105, 363, 364, 365 AND 541 OF THE BANKRUPTCY CODE, BANKRUPTCY RULES 2002, 6004

EX-99.1 4 d574637dex991.htm EX-99.1 Exhibit 99.1 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re Orexigen Therapeutics, Inc., Debtor.1 Chapter 11 Case No. 18-10518 (KG) ORDER PURSUANT TO SECTIONS 105, 363, 364, 365 AND 541 OF THE BANKRUPTCY CODE, BANKRUPTCY RULES 2002, 6004, 6006 AND 9007 AND DEL. BANKR. L.R. 2002-1 AND 6004-1 (A) APPROVING BIDDING PROCEDURES AND BID PROTE

April 24, 2018 EX-99.2

Orexigen Therapeutics, Inc. Enters Agreement for Sale of Company

EX-99.2 Exhibit 99.2 Orexigen Therapeutics, Inc. Enters Agreement for Sale of Company SAN DIEGO, April 23, 2018 /PRNewswire/ — Orexigen Therapeutics, Inc. (NASDAQ: OREX), a biopharmaceutical company focused on the treatment of obesity, announced today that it has entered into an asset purchase agreement with Nalpropion Pharmaceuticals, Inc. to sell substantially all of the assets of the company, s

April 24, 2018 EX-10.1

Key Employee Incentive Plan

EX-10.1 Exhibit 10.1 Case 18-10518-KG Doc 78 Filed 03/21/18 Page 1 of 25 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re Chapter 11 Orexigen Therapeutics, Inc., Case No. 18-10518 (KG) Debtor.1 Hearing Date: April 11, 2018 at 10:00 a.m. (ET) Objection Deadline: April 4, 2018 at 4:00 p.m. (ET) DEBTOR’S MOTION FOR ENTRY OF AN ORDER (I) AUTHORIZING IMPLEMENTATION OF A KEY EMPL

April 24, 2018 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

FORM 8-K 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): April 19, 2018 OREXIGEN THERAPEUTICS, INC.

April 13, 2018 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

8-K 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): March 27, 2018 OREXIGEN THERAPEUTICS, INC.

April 13, 2018 EX-99.1

Case 18-10518-KG Doc 92 Filed 03/27/18 Page 1 of 2

EX-99.1 Exhibit 99.1 Case 18-10518-KG Doc 92 Filed 03/27/18 Page 1 of 2 Docket #0092 Date Filed: 03/27/2018 UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: Orexigen Therapeutics, Inc. Case No. 18-10518 INITIAL MONTHLY OPERATING REPORT File report and attachments with Court and submit copy to United States Trustee within 15 days after order for relief. Certificates of insurance m

April 3, 2018 8-K

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

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): April 2, 2018 OREXIGEN THERAPEUTICS, Inc.

April 2, 2018 8-K

Current Report

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): April 2, 2018 OREXIGEN THERAPEUTICS, Inc.

March 23, 2018 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): March 20, 2018 OREXIGEN THERAPEUTICS, Inc.

March 23, 2018 EX-4.1

Instrument of Resignation, Appointment and Acceptance, dated as of March 20, 2018, by and among Orexigen Therapeutics, Inc., Wilmington Savings Fund Society, FSB and U.S. Bank National Association, relating to the 2.75% Convertible Exchange Senior Notes due 2020.

Exhibit 4.1 EXECUTION VERSION THIS INSTRUMENT OF RESIGNATION, APPOINTMENT AND ACCEPTANCE (this “Instrument”), dated as of March 20, 2018 (“Effective Date”), is by and among Orexigen Therapeutics, Inc. (the “Issuer”), Wilmington Savings Fund Society, FSB, a federal savings bank duly organized and existing under the laws of the United States, as successor trustee (the “Successor Trustee”), and U.S.

March 16, 2018 8-K

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

8-K 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): March 12, 2018 OREXIGEN THERAPEUTICS, INC.

March 12, 2018 EX-99.1

OREXIGEN THERAPEUTICS, INC. PLANS FOR NEAR-TERM SALE USING STRUCTURED PROCESS THROUGH CHAPTER 11 OF U.S. BANKRUPTCY CODE Bidding Process and Auction Projected to Conclude in May 2018

EX-99.1 Exhibit 99.1 OREXIGEN THERAPEUTICS, INC. PLANS FOR NEAR-TERM SALE USING STRUCTURED PROCESS THROUGH CHAPTER 11 OF U.S. BANKRUPTCY CODE Bidding Process and Auction Projected to Conclude in May 2018 SAN DIEGO, MARCH 12, 2018 / PRNewswire / Orexigen Therapeutics, Inc. (NASDAQ: OREX), a biopharmaceutical company focused on the treatment of obesity, announced today that it has elected to file a

March 12, 2018 EX-10.1

Debtor in Possession Credit and Security Agreement, dated as of March 12, 2018, by and between the Company, Wilmington Trust, National Association, as administrative agent, and certain lenders.

EX-10.1 Exhibit 10.1 DEBTOR IN POSSESSION CREDIT AND SECURITY AGREEMENT dated as of March 12, 2018 by and among OREXIGEN THERAPEUTICS, INC. as Borrower, and WILMINGTON TRUST, NATIONAL ASSOCIATION, as DIP Administrative Agent, and the DIP Lenders Party Hereto Table of Contents Page ARTICLE 1 – DEFINITIONS 1 Section 1.1 Certain Defined Terms 1 Section 1.2 Accounting Terms and Determinations 15 Secti

March 12, 2018 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Results of Operations and Financial Condition, Bankruptcy or Receivership

8-K 1 d548491d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): March 12, 2018 OREXIGEN THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation)

February 28, 2018 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

orex-8k20180222.htm 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): February 22, 2018 OREXIGEN THERAPEUTICS, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware001-33415 65-1178822 (State or Other Jurisdiction (Commi

February 13, 2018 SC 13G

OREX / Orexigen Therapeutics, Inc. / UBS OCONNOR LLC - SCHEDULE 13G Passive Investment

SC 13G 1 sc13g0218ubsoconnorexigen.htm SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Orexigen Therapeutics, Inc. (Name of Issuer) Common Stock, $0.001 par value per share (Title of Class of Securities) 686164302 (CUSIP Number) December 31, 2016 (Date of Event Which Requires Filing of thi

February 13, 2018 SC 13G/A

OREX / Orexigen Therapeutics, Inc. / Foresite Capital Fund II, L.P. - SC 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b) (Amendment No. 3)* Orexigen Therapeutics, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 686164302 (CUSIP Number) December 31, 2017 (Date of Event Which Req

February 12, 2018 SC 13G

OREX / Orexigen Therapeutics, Inc. / O'Connor Global Multi-Strategy Alpha Master Ltd - SCHEDULE 13G Passive Investment

SC 13G 1 sc13g0218nineteen77orexigen.htm SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Orexigen Therapeutics, Inc. (Name of Issuer) Common Stock, $0.001 par value per share (Title of Class of Securities) 686164302 (CUSIP Number) March 15, 2016 (Date of Event Which Requires Filing of this

February 9, 2018 EX-99.1

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

EX-99.1 Exhibit 99.1 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The following table sets forth information about the beneficial ownership of the common stock of Orexigen Therapeutics, Inc. (the ?Company,? ?we? or ?us?) at December 31, 2017 for: ? each person known to us to be the beneficial owner of more than 5% of our common stock; ? each of our non-employee directors; ? each

February 9, 2018 8-K

Financial Statements and Exhibits, Other Events

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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): February 9, 2018 OREXIGEN THERAPEUTICS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-33415 65-1178822 (State or Other Jurisdiction of Incorporatio

February 9, 2018 SC 13G/A

OREX / Orexigen Therapeutics, Inc. / Man Group plc - OREXIGEN THERAPEUTICS, INC. Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Orexigen Therapeutics, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 686164302 (CUSIP Number) December 31, 2017 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate the rule pu

January 31, 2018 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): January 25, 2018 OREXIGEN THERAPEUTICS, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-33415 65-1178822 (State or Other Jurisdiction of Incorporatio

January 19, 2018 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

8-K 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): January 19, 2018 OREXIGEN THERAPEUTICS, INC.

January 19, 2018 EX-99.1

Forward Looking Statements This presentation contains forward-looking statements about Orexigen Therapeutics, Inc. and its Contrave® product. Words such as “believes,” “anticipates,” “plans,” “expects,” “indicates,” “will,” “should,” “intends,” “pote

EX-99.1 Progress Report I January 2018 Exhibit 99.1 Forward Looking Statements This presentation contains forward-looking statements about Orexigen Therapeutics, Inc. and its Contrave? product. Words such as ?believes,? ?anticipates,? ?plans,? ?expects,? ?indicates,? ?will,? ?should,? ?intends,? ?potential,? ?suggests,? ?assuming,? ?designed? and similar expressions are intended to identify forwar

January 8, 2018 EX-99.1

Forward Looking Statements This presentation contains forward-looking statements about Orexigen Therapeutics, Inc. and its Contrave® product. Words such as “believes,” “anticipates,” “plans,” “expects,” “indicates,” “will,” “should,” “intends,” “pote

orex-ex99116.pptx.htm January, 2018 Business Update Exhibit 99.1 Forward Looking Statements This presentation contains forward-looking statements about Orexigen Therapeutics, Inc. and its Contrave? product. Words such as ?believes,? ?anticipates,? ?plans,? ?expects,? ?indicates,? ?will,? ?should,? ?intends,? ?potential,? ?suggests,? ?assuming,? ?designed? and similar expressions are intended to id

January 8, 2018 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

orex-8k20180108.htm 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): January 8, 2018 OREXIGEN THERAPEUTICS, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-33415 65-1178822 (State or Other Jurisdiction (Commis

December 29, 2017 8-K

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

orex-8k20171227.htm 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): December 27, 2017 OREXIGEN THERAPEUTICS, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-33415 65-1178822 (State or Other Jurisdiction (Comm

December 1, 2017 8-K

Entry into a Material Definitive Agreement

orex-8k20171127.htm 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): November 27, 2017 OREXIGEN THERAPEUTICS, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-33415 65-1178822 (State or Other Jurisdiction (Comm

December 1, 2017 EX-10.1

Form of Exchange Agreement.

orex-ex1016.htm EXHIBIT 10.1 OREXIGEN THERAPEUTICS, INC. EXCHANGE AGREEMENT , 2017 [Name of Holder] (the ?Holder?) enters into this Exchange Agreement (the ?Agreement?) with Orexigen Therapeutics, Inc., a Delaware corporation (the ?Company?) as of the date first written above whereby the Holder will exchange (the ?Exchange?) the Outstanding Notes (as defined below) for shares of the Company?s comm

December 1, 2017 SC 13G

OREX / Orexigen Therapeutics, Inc. / Man Group plc - MAN GROUP PLC Passive Investment

SC 13G 1 p17-2271sc13g.htm MAN GROUP PLC SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Orexigen Therapeutics, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 686164302 (CUSIP Number) November 27, 2017 (Date of Event Which Requires Filing of This Statement) Check the ap

November 14, 2017 EX-10.2

Fifth Amendment to Lease dated September 11, 2017 by and between Orexigen Therapeutics, Inc. and the Regents of the University of California

Exhibit 10.2 FIFTH AMENDMENT TO LEASE THIS FIFTH AMENDMENT TO LEASE ("Fifth Amendment") is made and entered into as of September 11, 2017, by and between THE REGENTS OF THE UNIVERSITY OF CALIFORNIA, a California corporation, as successor-in-interest to Mullrock 3 Torrey Pines, LLC, a Delaware limited liability company ("Landlord") and OREXIGEN THERAPEUTICS, INC., a Delaware corporation ("Tenant").

November 14, 2017 EX-10.6

Amendment No. 2 to Employment Agreement dated October 13, 2017 by and between the Registrant and Thomas Lynch

Exhibit 10.6 OREXIGEN THERAPEUTICS, INC. Amendment No. 2 to Employment Agreement October 13, 2017 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 Am

November 14, 2017 EX-10.5

Amendment No. 3 to Employment Agreement dated October 13, 2017 by and between the Registrant and Thomas Cannell

Exhibit 10.5 OREXIGEN THERAPEUTICS, INC. Amendment No. 3 to Employment Agreement October 13, 2017 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 Am

November 14, 2017 EX-10.4

Amendment No. 3 to Second Amended and Restated Employment Agreement dated October 13, 2017 by and between the Registrant and Michael A. Narachi

Exhibit 10.4 OREXIGEN THERAPEUTICS, INC. Amendment No. 3 to Second Amended and restated Employment Agreement October 13, 2017 Reference is made to 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 J

November 14, 2017 EX-10.7

Amendment No. 3 to Employment Agreement dated October 13, 2017 by and between the Registrant and Jason Keyes

Exhibit 10.7 OREXIGEN THERAPEUTICS, INC. Amendment No. 3 to Employment Agreement October 13, 2017 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 Ame

November 14, 2017 EX-10.11

Amendment No. 3 to Employment Agreement dated October 13, 2017 by and between the Registrant and Peter Flynn

Exhibit 10.11 OREXIGEN THERAPEUTICS, INC. Amendment No. 3 to Employment Agreement October 13, 2017 Reference is made to 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”), and A

November 14, 2017 EX-10.1

Fourth Amendment to Lease dated October 25, 2016 by and between Orexigen Therapeutics, Inc. and the Regents of the University of California

Exhibit 10.1 FOURTH AMENDMENT TO LEASE THIS FOURTH AMENDMENT TO LEASE ("Fourth Amendment") is made and entered into as of October 25, 2016, by and between THE REGENTS OF THE UNIVERSITY OF CALIFORNIA, a California corporation, as successor-in-interest to Mullrock 3 Torrey Pines, LLC, a Delaware limited liability company ("Landlord") and OREXIGEN THERAPEUTICS, INC., a Delaware corporation ("Tenant")

November 14, 2017 10-Q

OREX / Orexigen Therapeutics, Inc. 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED September 30, 2017 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission file number: 001-33415 OREXIGEN THERAPEUTICS, INC.

November 14, 2017 EX-10.10

Amendment No. 2 to Employment Agreement dated June 16, 2016 by and between the Registrant and Peter Flynn

EX-10.10 11 orex-ex1010313.htm EX-10.10 Exhibit 10.10 OREXIGEN THERAPEUTICS, INC. Amendment No. 2 to Employment Agreement JuNE 16, 2016 Reference is made to 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

November 14, 2017 EX-10.9

Amendment No. 1 to Employment Agreement dated February 26, 2016 by and between the Registrant and Peter Flynn

Exhibit 10.9 OREXIGEN THERAPEUTICS, INC. Amendment No. 1 to Employment Agreement FEBRUARY 26, 2016 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 Flyn

November 14, 2017 EX-10.8

Employment Agreement dated February 23, 2015 by and between the Registrant and Peter Flynn

Exhibit 10.8 EMPLOYMENT AGREEMENT 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”). Whereas, the Company desires to employ Executive to provide personal services to the Company, and wishes to provide Executive with certain compensation and benefits in retu

November 14, 2017 EX-10.3

Form of Performance Retention Agreement

Exhibit 10.3 Orexigen Therapeutics, Inc. [], 2017 [NAME] RE:Retention Agreement Dear [Name], You are an important part of Orexigen Therapeutics, Inc. (the “Company”), and we recognize that your engagement and commitment are critical to the Company’s success. We value the contributions you make to our organization and are pleased to offer you the following Retention Agreement (the “Retention Agreem

November 13, 2017 EX-99.1

Orexigen Therapeutics Announces Third Quarter 2017 Financial Results Orexigen reports Contrave total third quarter prescription volume in the United States grew 26% year-over-year

EX-99.1 Exhibit 99.1 Orexigen Therapeutics Announces Third Quarter 2017 Financial Results Orexigen reports Contrave total third quarter prescription volume in the United States grew 26% year-over-year SAN DIEGO, November 13, 2017 /PRNewswire/ ? Orexigen Therapeutics, Inc. (Nasdaq: OREX) today announced business and financial results for the third quarter ended September 30, 2017. Orexigen Therapeu

November 13, 2017 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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): November 13, 2017 OREXIGEN THERAPEUTICS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-33415 65-1178822 (State or Other Jurisdiction of Incorporation) (

October 19, 2017 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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): October 13, 2017 OREXIGEN THERAPEUTICS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-33415 65-1178822 (State or Other Jurisdiction of Incorporation) (C

October 16, 2017 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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): October 16, 2017 OREXIGEN THERAPEUTICS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-33415 65-1178822 (State or Other Jurisdiction of Incorporatio

October 16, 2017 EX-99.1

Forward Looking Statements This presentation contains forward-looking statements about Orexigen Therapeutics, Inc. and its Contrave® product. Words such as “believes,” “anticipates,” “plans,” “expects,” “indicates,” “will,” “should,” “intends,” “pote

EX-99.1 BIO Investor Forum Michael Narachi Chief Executive Officer October 17, 2017 Exhibit 99.1 Forward Looking Statements This presentation contains forward-looking statements about Orexigen Therapeutics, Inc. and its Contrave? product. Words such as ?believes,? ?anticipates,? ?plans,? ?expects,? ?indicates,? ?will,? ?should,? ?intends,? ?potential,? ?suggests,? ?assuming,? ?designed? and simila

October 13, 2017 EX-99.1

Orexigen Announces Favorable Decision from U.S. District Court in Patent Litigation, Confirming Exclusivity for Contrave Through 2030

EX-99.1 Exhibit 99.1 Orexigen Announces Favorable Decision from U.S. District Court in Patent Litigation, Confirming Exclusivity for Contrave Through 2030 SAN DIEGO, Oct. 13, 2017 /PRNewswire/ ? Orexigen Therapeutics, Inc. (Nasdaq: OREX) announced today that the United States District Court for the District of Delaware issued a ruling in favor of Orexigen in the paragraph IV litigation against Act

October 13, 2017 8-K

Financial Statements and Exhibits, Other Events

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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): October 13, 2017 OREXIGEN THERAPEUTICS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-33415 65-1178822 (State or Other Jurisdiction of Incorporatio

September 26, 2017 EX-99.1

Forward Looking Statements This presentation contains forward-looking statements about Orexigen Therapeutics, Inc. and its Contrave® product. Words such as “believes,” “anticipates,” “plans,” “expects,” “indicates,” “will,” “should,” “intends,” “pote

EX-99.1 Cantor Fitzgerald Healthcare Conference Michael Narachi Chief Executive Officer September 27, 2017 Exhibit 99.1 Forward Looking Statements This presentation contains forward-looking statements about Orexigen Therapeutics, Inc. and its Contrave? product. Words such as ?believes,? ?anticipates,? ?plans,? ?expects,? ?indicates,? ?will,? ?should,? ?intends,? ?potential,? ?suggests,? ?assuming,

September 26, 2017 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

8-K 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): September 26, 2017 OREXIGEN THERAPEUTICS, INC.

August 18, 2017 8-K/A

Submission of Matters to a Vote of Security Holders

orex-8ka20170823.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 14, 2017 OREXIGEN THERAPEUTICS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-33415 65-1178822 (State or Other Jurisdiction of I

August 14, 2017 10-Q/A

OREX / Orexigen Therapeutics, Inc. FORM 10-Q AMENDMENT NO. 1 (Quarterly Report)

Form 10-Q Amendment No. 1 Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q/A Amendment No. 1 (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED June 30, 2017 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PE

August 9, 2017 10-Q

OREX / Orexigen Therapeutics, Inc. 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED June 30, 2017 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission file number: 001-33415 OREXIGEN THERAPEUTICS, INC.

August 8, 2017 8-K

Orexigen Therapeutics 8-K Q2 2017 ER (Current Report/Significant Event)

orex-8k20170809.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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 8, 2017 OREXIGEN THERAPEUTICS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-33415 65-1178822 (State or Other Jurisdiction of Inc

August 8, 2017 EX-99.1

Orexigen Therapeutics Announces Second Quarter 2017 Financial Results Contrave achieves all-time high for quarterly U.S. net sales, growing 69% year-over-year

orex-ex99115.htm Exhibit 99.1 Orexigen Therapeutics Announces Second Quarter 2017 Financial Results Contrave achieves all-time high for quarterly U.S. net sales, growing 69% year-over-year SAN DIEGO, August 8, 2017 /PRNewswire/ - Orexigen Therapeutics, Inc. (Nasdaq: OREX) today announced business and financial results for the second quarter ended June 30, 2017. “Our performance in the second quart

July 14, 2017 8-K

Submission of Matters to a Vote of Security Holders

orex-8k20170714.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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): July 14, 2017 OREXIGEN THERAPEUTICS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-33415 65-1178822 (State or Other Jurisdiction of Inco

June 30, 2017 8-K

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

Form 8-K 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): June 28, 2017 OREXIGEN THERAPEUTICS, INC.

May 30, 2017 DEFA14A

Orexigen Therapeutics DEFA14A - NOTICE AND ACCESS CARD

orex-defa14a20170530.htm SCHEDULE 14A INFORMATION (Rule 14a-101) PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant [X] Filed by a Party other than the Registrant [ ] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) [ ] Definitive Proxy Statement [X] D

May 30, 2017 DEF 14A

Orexigen Therapeutics DEF 14A

orex-def14a20170526.htm SCHEDULE 14A INFORMATION (Rule 14a-101) PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant [X] Filed by a Party other than the Registrant [ ] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) [X] Definitive Proxy Statement [ ] De

May 11, 2017 10-Q

Orexigen Therapeutics 10-Q (Quarterly Report)

10-Q 1 orex-10q20170331.htm 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED March 31, 2017 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission file

May 11, 2017 PRE 14A

Orexigen Therapeutics PRE 14A

orex-pre14a20170714.htm SCHEDULE 14A INFORMATION (Rule 14a-101) PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant [X] Filed by a Party other than the Registrant [ ] Check the appropriate box: [X] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) [ ] Definitive Proxy Statement [ ] De

May 9, 2017 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

orex-8k20170509.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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): May 9, 2017 OREXIGEN THERAPEUTICS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-33415 65-1178822 (State or Other Jurisdiction of Incorp

May 9, 2017 EX-99.1

7 Orexigen Therapeutics, Inc. Consolidated Balance Sheets (In thousands, except share and par value amounts)

orex-ex9916.htm EXHIBIT 99.1 Orexigen Therapeutics Reports Financial Results for the First Quarter Ended March 31, 2017 SAN DIEGO, May 9, 2017 /PRNewswire/ - Orexigen Therapeutics, Inc. (Nasdaq: OREX) today announced business and financial results for the first quarter ended March 31, 2017. ?During the first quarter of 2017, the team at Orexigen delivered dramatic growth of U.S. Contrave sales and

May 1, 2017 10-K/A

Orexigen Therapeutics 10-K/A (FYE 12.31.16) (Annual Report)

orex-10ka20161231.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2016 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commis

March 30, 2017 424B5

Common Stock

424B5 Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-210224 PROSPECTUS SUPPLEMENT (To Prospectus dated May 16, 2016) $20,000,000 Common Stock We have entered into a certain Controlled Equity OfferingSM Sales Agreement, or sales agreement, with Cantor Fitzgerald & Co., or Cantor Fitzgerald, relating to shares of our common stock offered by this prospectus supplement and the

March 30, 2017 8-K

Orexigen Therapeutics 8-K (Current Report/Significant Event)

8-K 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): March 28, 2017 OREXIGEN THERAPEUTICS, INC.

March 30, 2017 EX-10.1

Orexigen Therapeutics, Inc. Shares of Common Stock (par value $0.001 per share) Controlled Equity OfferingSM Sales Agreement

EX-10.1 Exhibit 10.1 Execution Version Orexigen Therapeutics, Inc. Shares of Common Stock (par value $0.001 per share) Controlled Equity OfferingSM Sales Agreement March 28, 2017 Cantor Fitzgerald & Co. 499 Park Avenue New York, NY 10022 Ladies and Gentlemen: Orexigen Therapeutics, Inc., a Delaware corporation (the ?Company?), confirms its agreement (this ?Agreement?) with Cantor Fitzgerald & Co.

March 29, 2017 10-K

Orexigen Therapeutics 10-K (Annual Report)

orex-10k20161231.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2016 Or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-

March 28, 2017 EX-99.1

12 Orexigen Therapeutics, Inc. Consolidated Balance Sheets (In thousands, except share and par value amounts) December 31, 2016 December 31, 2015 (Unaudited) Assets Current assets: Cash and cash equivalents $ 92,494 $ 155,422 Accounts receivable 1,10

EX-99.1 2 d365712dex991.htm EX-99.1 Exhibit 99.1 Orexigen Therapeutics Reports Financial Results for the Fourth Quarter and Year Ended December 31, 2016 SAN DIEGO, March 28, 2017 /PRNewswire/ — Orexigen Therapeutics, Inc. (Nasdaq: OREX) today announced business and financial results for the fourth quarter and year ended December 31, 2016. “Last year was a year of transformational progress for Orex

March 28, 2017 8-K

Orexigen Therapeutics 8-K (Current Report/Significant Event)

8-K 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): March 28, 2017 OREXIGEN THERAPEUTICS, INC.

March 8, 2017 8-K

Orexigen Therapeutics 8-K (Current Report/Significant Event)

8-K 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): March 7, 2017 OREXIGEN THERAPEUTICS, INC.

March 8, 2017 EX-99.1

Indicated for use as an adjunct to a reduced-calorie diet and increased physical activity for chronic weight management in adults with an initial body mass index (BMI) of 30 kg/m2 or greater (obese), or 27 kg/m2 or greater (overweight) in the presenc

EX-99.1 Business Update For Investors March 7, 2017 We help improve the health and lives of patients struggling to lose weight Exhibit 99.1 This presentation contains forward-looking statements about Orexigen Therapeutics, Inc. and Contrave? and Mysimba?. Words such as ?believes,??anticipates,? ?plans,? ?expects,? ?indicates,? ?will,? ?should,? ?intends,? ?potential,? ?suggests,? ?assuming,? ?desi

February 24, 2017 8-K

Orexigen Therapeutics FORM 8-K (Current Report/Significant Event)

Form 8-K 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): February 23, 2017 OREXIGEN THERAPEUTICS, INC.

February 24, 2017 EX-4.1

Indenture, dated as of February 23, 2017, by and between Orexigen Therapeutics, Inc. and U.S. Bank National Association, as trustee (and form of Note related thereto)

EX-4.1 Exhibit 4.1 OREXIGEN THERAPEUTICS, INC. as issuer U.S. BANK NATIONAL ASSOCIATION INDENTURE Dated as of February 23, 2017 2.75% CONVERTIBLE EXCHANGE SENIOR NOTES DUE 2020 Table of Contents Page ARTICLE 1 DEFINITIONS AND INCORPORATION BY REFERENCE 1 Section 1.01 Definitions 1 Section 1.02 Other Definitions 7 Section 1.03 Rules of Construction 8 Section 1.04 Acts of Holders 9 ARTICLE 2 THE NOT

February 17, 2017 8-K

Orexigen Therapeutics FORM 8-K (Current Report/Significant Event)

Form 8-K 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): February 16, 2017 OREXIGEN THERAPEUTICS, INC.

February 17, 2017 EX-4.1

Supplemental Indenture, dated February 16, 2017, among Orexigen Therapeutics, Inc., U.S. Bank National Association, as trustee and collateral agent, and certain holders of 0% Convertible Senior

EX-4.1 Exhibit 4.1 OREXIGEN THERAPEUTICS, INC. as issuer U.S. BANK NATIONAL ASSOCIATION INDENTURE Dated as of February 23, 2017 2.75% CONVERTIBLE EXCHANGE SENIOR NOTES DUE 2020 Table of Contents Page ARTICLE 1 DEFINITIONS AND INCORPORATION BY REFERENCE 1 Section 1.01 Definitions 1 Section 1.02 Other Definitions 7 Section 1.03 Rules of Construction 8 Section 1.04 Acts of Holders 9 ARTICLE 2 THE NOT

February 17, 2017 EX-4.2

SECOND SUPPLEMENTAL INDENTURE

EX-4.2 Exhibit 4.2 Execution Version SECOND SUPPLEMENTAL INDENTURE SECOND SUPPLEMENTAL INDENTURE (this ?Second Supplemental Indenture?), dated as of February 16, 2017, among Orexigen Therapeutics, Inc., a Delaware corporation (the ?Company?), U.S. Bank National Association, a national banking association organized and existing under the laws of the United States of America, as trustee under the In

February 14, 2017 SC 13G/A

OREX / Orexigen Therapeutics, Inc. / Foresite Capital Fund II, L.P. - SCHEDULE 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b) (Amendment No. 2)* Orexigen Therapeutics, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 686164302 (CUSIP Number) December 31, 2016 (Date of Event Which Req

February 9, 2017 EX-99.1

Indicated for use as an adjunct to a reduced-calorie diet and increased physical activity for chronic weight management in adults with an initial body mass index (BMI) of 30 kg/m2 or greater (obese), or 27 kg/m2 or greater (overweight) in the presenc

EX-99.1 Business Update For Investor Conferences February 13-17, 2017 We help improve the health and lives of patients struggling to lose weight Exhibit 99.1 This presentation contains forward-looking statements about Orexigen Therapeutics, Inc. and Contrave? and Mysimba?. Words such as ?believes,??anticipates,? ?plans,? ?expects,? ?indicates,? ?will,? ?should,? ?intends,? ?potential,? ?suggests,?

February 9, 2017 8-K

Orexigen Therapeutics 8-K (Current Report/Significant Event)

8-K 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): February 9, 2017 OREXIGEN THERAPEUTICS, INC.

February 6, 2017 8-K

Orexigen Therapeutics 8-K (Current Report/Significant Event)

8-K 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): February 1, 2017 OREXIGEN THERAPEUTICS, INC.

January 12, 2017 EX-99.1

Indicated for use as an adjunct to a reduced-calorie diet and increased physical activity for chronic weight management in adults with an initial body mass index (BMI) of 30 kg/m2 or greater (obese), or 27 kg/m2 or greater (overweight) in the presenc

EX-99.1 J.P. Morgan 35th Annual Healthcare Conference Mike Narachi, President & CEO January 12, 2017 We help improve the health and lives of patients struggling to lose weight Exhibit 99.1 This presentation contains forward-looking statements about Orexigen Therapeutics, Inc. and Contrave?. Words such as ?believes,? ?anticipates,? ?plans,? ?expects,? ?indicates,? ?will,? ?should,? ?intends,? ?pote

January 12, 2017 8-K

Orexigen Therapeutics 8-K (Current Report/Significant Event)

8-K 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): January 12, 2017 OREXIGEN THERAPEUTICS, INC.

January 9, 2017 EX-99.1

Indicated for use as an adjunct to a reduced-calorie diet and increased physical activity for chronic weight management in adults with an initial body mass index (BMI) of 30 kg/m2 or greater (obese), or 27 kg/m2 or greater (overweight) in the presenc

EX-99.1 J.P. Morgan 35th Annual Healthcare Conference Mike Narachi, President & CEO January 12, 2017 We help improve the health and lives of patients struggling to lose weight Exhibit 99.1 This presentation contains forward-looking statements about Orexigen Therapeutics, Inc. and Contrave?. Words such as ?believes,? ?anticipates,? ?plans,? ?expects,? ?indicates,? ?will,? ?should,? ?intends,? ?pote

January 9, 2017 8-K

Orexigen Therapeutics FORM 8-K (Current Report/Significant Event)

Form 8-K 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): January 9, 2017 OREXIGEN THERAPEUTICS, INC.

December 30, 2016 8-K

Current Report

FORM 8-K 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): December 30, 2016 OREXIGEN THERAPEUTICS, INC.

December 20, 2016 EX-4.1

Supplemental Indenture, dated December 19, 2016, among Orexigen Therapeutics, Inc., U.S. Bank National Association, as trustee and collateral agent, and certain holders of 0% Convertible Senior Secured Notes due 2020

EX-4.1 Exhibit 4.1 FIRST SUPPLEMENTAL INDENTURE FIRST SUPPLEMENTAL INDENTURE (this ?First Supplemental Indenture?), dated as of December 19, 2016, among Orexigen Therapeutics, Inc., a Delaware corporation (the ?Company?), U.S. Bank National Association, a national banking association organized and existing under the laws of the United States of America, as trustee under the Indenture referred to b

December 20, 2016 8-K

Orexigen Therapeutics 8-K (Current Report/Significant Event)

8-K 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): December 19, 2016 OREXIGEN THERAPEUTICS, INC.

November 23, 2016 S-8

Orexigen Therapeutics FORM S-8

Form S-8 As filed with the Securities and Exchange Commission on November 22, 2016 Registration No.

November 5, 2016 10-Q

Orexigen Therapeutics 10-Q (Quarterly Report)

orex-10q20160930.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED September 30, 2016 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission file number:

November 3, 2016 EX-99.1

12 Orexigen Therapeutics, Inc. Consolidated Balance Sheets (In thousands, except share and par value amounts) September 30, 2016 December 31, 2015 (Unaudited) Assets Current assets: Cash and cash equivalents $ 74,427 $ 155,422 Accounts receivable 2,0

EX-99.1 Exhibit 99.1 Orexigen Therapeutics Reports Business and Financial Results for the Third Quarter Ended September 30, 2016 SAN DIEGO, November 3, 2016 ? Orexigen Therapeutics, Inc. (Nasdaq: OREX) today announced business and financial results for the third quarter ended September 30, 2016. ?In the third quarter, we completed the acquisition of U.S. rights to Contrave? and in August began mar

November 3, 2016 8-K

Orexigen Therapeutics FORM 8-K (Current Report/Significant Event)

Form 8-K 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): November 3, 2016 OREXIGEN THERAPEUTICS, INC.

October 17, 2016 8-K/A

Financial Statements and Exhibits

8-K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K/A 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.

October 17, 2016 EX-99.2

UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS

EX-99.2 Exhibit 99.2 UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS The accompanying unaudited pro forma condensed combined financial statements of Orexigen Therapeutics, Inc. (?Orexigen? ?OREX? or the ?Company?) are presented to illustrate the estimated effects of the acquisition of the rights to the pharmaceutical product, Contrave, which closed on August 1, 2016 (the ?acquisition? or the ?tr

October 17, 2016 EX-99.1

CONTRAVE (A Product Line of Takeda Pharmaceutical Company Limited) Abbreviated Financial Statements As of and for the Years Ended March 31, 2016 and 2015 (With Independent Auditors’ Report Thereon) As of June 30, 2016 and for the Fiscal Quarters Ende

EX-99.1 Exhibit 99.1 CONTRAVE (A Product Line of Takeda Pharmaceutical Company Limited) Abbreviated Financial Statements As of and for the Years Ended March 31, 2016 and 2015 (With Independent Auditors? Report Thereon) And As of June 30, 2016 and for the Fiscal Quarters Ended June 30, 2016 and 2015 (Unaudited) CONTRAVE (A Product Line of Takeda Pharmaceutical Company Limited) Table of Contents Pag

August 5, 2016 EX-10.2

OREXIGEN THERAPEUTICS, INC. AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT FEBRUARY 2, 2016

EX-10.2 Exhibit 10.2 OREXIGEN THERAPEUTICS, INC. AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT FEBRUARY 2, 2016 This Amendment No. 1 is intended to modify 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 JASO

August 5, 2016 EX-10.4

OREXIGEN THERAPEUTICS, INC. AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT JUNE 16, 2016

EX-10.4 5 d210916dex104.htm EX-10.4 Exhibit 10.4 OREXIGEN THERAPEUTICS, INC. AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT JUNE 16, 2016 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 J

August 5, 2016 EX-10.3

OREXIGEN THERAPEUTICS, INC. AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT JUNE 16, 2016

EX-10.3 Exhibit 10.3 OREXIGEN THERAPEUTICS, INC. AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT JUNE 16, 2016 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?), a

August 5, 2016 EX-10.1

EMPLOYMENT AGREEMENT

EX-10.1 Exhibit 10.1 EMPLOYMENT AGREEMENT This Employment Agreement (?Agreement?) is entered into as of February 3, 2015 (the ?Effective Date?), by and between Jason Keyes (?Executive?) and Orexigen Therapeutics, Inc. (the ?Company?). WHEREAS, the Company desires to employ Executive to provide personal services to the Company, and wishes to provide Executive with certain compensation and benefits

August 5, 2016 10-Q

Orexigen Therapeutics FORM 10-Q (Quarterly Report)

10-Q 1 d210916d10q.htm FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED June 30, 2016 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM T

August 5, 2016 EX-10.5

OREXIGEN THERAPEUTICS, INC. AMENDED AND RESTATED 2007 EQUITY INCENTIVE AWARD PLAN ARTICLE 1

EX-10.5 Exhibit 10.5 OREXIGEN THERAPEUTICS, INC. AMENDED AND RESTATED 2007 EQUITY INCENTIVE AWARD PLAN ARTICLE 1 PURPOSE The purpose of the Orexigen Therapeutics, Inc. 2007 Equity Incentive Award Plan, as amended and restated herein (the ?Plan?) is to promote the success and enhance the value of Orexigen Therapeutics, Inc. (the ?Company?) by linking the personal interests of the members of the Boa

August 4, 2016 EX-99.1

10 Orexigen Therapeutics, Inc. Statements of Operations (In thousands, except per share amounts) Three Months Ended June 30, Six Months Ended June 30, 2016 2015 2016 2015 Revenues: Collaborative agreement $ 2,403 $ 2,057 $ 4,794 $ 4,114 Royalties 2,4

EX-99.1 Exhibit 99.1 Orexigen Therapeutics Reports Business and Financial Results for the Second Quarter Ended June 30, 2016 SAN DIEGO, August 4, 2016 ? Orexigen Therapeutics, Inc. (Nasdaq: OREX) today announced business and financial results for the second quarter ended June 30, 2016. ?Earlier this week we completed our acquisition of U.S. rights to Contrave?, transforming Orexigen into a fully i

August 4, 2016 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 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 4, 2016 OREXIGEN THERAPEUTICS, INC.

August 1, 2016 8-K

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets, Other Events

8-K 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.

July 19, 2016 SC 13G

OREX / Orexigen Therapeutics, Inc. / Biotechnology Value Fund L P - THE SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. )1 Orexigen Therapeutics, Inc. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 686164 10 4 (CUSIP Number) July

July 19, 2016 EX-99.1

Joint Filing Agreement

Exhibit 99.1 Joint Filing Agreement The undersigned hereby agree that the Statement on Schedule 13G dated July 18, 2016 with respect to the shares of Common Stock of Orexigen Therapeutics, Inc., and any further amendments thereto executed by each and any of the undersigned shall be filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k)(1) unde

July 12, 2016 SC 13D/A

OREX / Orexigen Therapeutics, Inc. / Baupost Group LLC/MA - NONE Activist Investment

SC 13D/A 1 doc1.htm NONE UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1 )* Orexigen Therapeutics, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 686164302 (CUSIP Number) Seth A. Klarman, The Baupost Group, L.L.C. 10 St. James Avenue, Suite 1700 Boston, Massachusetts 02116 Phone : (61

July 11, 2016 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

FORM 8-K 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): July 8, 2016 OREXIGEN THERAPEUTICS, INC.

July 11, 2016 EX-3.1

Certificate of Amendment of Amended and Restated Certificate of Incorporation of Orexigen Therapeutics, Inc.

EX-3.1 Exhibit 3.1 CERTIFICATE OF AMENDMENT TO AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF OREXIGEN THERAPEUTICS, INC. Orexigen Therapeutics, Inc. (the ?Corporation?) originally filed its Certificate of Incorporation with the Secretary of State of Delaware on September 12, 2002, and is organized and existing under the General Corporation Law of the State of Delaware, and hereby certifies

July 5, 2016 8-K

Orexigen Therapeutics 8-K (Current Report/Significant Event)

8-K 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): July 5, 2016 OREXIGEN THERAPEUTICS, INC.

June 21, 2016 DEFA14A

Orexigen Therapeutics DEFA14A

DEFA14A SCHEDULE 14A INFORMATION (Rule 14a-101) PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant x Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy Statement x Definitive Additional Materials ? Soliciting Material under ?240.

June 8, 2016 8-K

Orexigen Therapeutics FORM 8-K (Current Report/Significant Event)

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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) June 8, 2016 OREXIGEN THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-33415 65-1178822 (State or other jurisdiction of incorporation) (C

June 8, 2016 EX-99.1

Orexigen Therapeutics Announces Promotions of Tom Cannell to COO and Jason Keyes to CFO

EX-99.1 Exhibit 99.1 Orexigen Therapeutics Announces Promotions of Tom Cannell to COO and Jason Keyes to CFO San Diego, June 8, 2016 ? Orexigen Therapeutics, Inc. (Nasdaq: OREX) today announced the promotions of Thomas Cannell, D.V.M., to Executive Vice President, Chief Operating Officer, and Global Commercial Products and Jason Keyes to Senior Vice President, Chief Financial Officer. The Company?

May 27, 2016 DEFA14A

Orexigen Therapeutics DEFA14A

DEFA14A SCHEDULE 14A INFORMATION (Rule 14a-101) PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant x Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy Statement x Definitive Additional Materials ? Soliciting Material under ?240.

May 27, 2016 DEF 14A

Orexigen Therapeutics DEF 14A

DEF 14A 1 d185775ddef14a.htm DEF 14A Table of Contents SCHEDULE 14A INFORMATION (Rule 14a-101) PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Definitive P

May 27, 2016 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Form 8-K 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): May 25, 2016 OREXIGEN THERAPEUTICS, INC.

May 25, 2016 PRER14A

Orexigen Therapeutics PRER14A

PRER14A 1 d185775dprer14a.htm PRER14A Table of Contents SCHEDULE 14A INFORMATION (Rule 14a-101) PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: x Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive

May 24, 2016 CORRESP

Orexigen Therapeutics ESP

CORRESP May 24, 2016 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Healthcare and Insurance Mail Stop 4720 Washington, D.

May 23, 2016 8-K

Orexigen Therapeutics FORM 8-K (Current Report/Significant Event)

Form 8-K 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): May 20, 2016 OREXIGEN THERAPEUTICS, INC.

May 23, 2016 EX-99.1

Orexigen Appoints New Member of Board of Directors and Announces Senior Management Changes

EX-99.1 Exhibit 99.1 Orexigen Appoints New Member of Board of Directors and Announces Senior Management Changes SAN DIEGO, May 23, 2016 /PRNewswire/ ? Orexigen Therapeutics, Inc. (Nasdaq: OREX) today announced the appointment of Deborah A. Jorn to its Board of Directors, effective immediately. The Company also announced Dr. Preston Klassen has resigned to pursue other interests in drug development

May 16, 2016 PRE 14A

Orexigen Therapeutics PRE 14A

PRE 14A 1 d185775dpre14a.htm PRE 14A Table of Contents SCHEDULE 14A INFORMATION (Rule 14a-101) PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: x Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive P

May 12, 2016 CORRESP

Orexigen Therapeutics ESP

CORRESP May 12, 2016 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Mail Stop 4720 Attn: Dorrie Yale Joseph McCann Suzanne Hayes Re: Orexigen Therapeutics, Inc. Registration Statement on Form S-3, as amended Filed March 15, 2016 and amended on May 11, 2016 File No. 333-210224 Acceleration Request Requested Date: May 16, 2

May 11, 2016 S-3/A

Orexigen Therapeutics S-3/A

S-3/A As filed with the Securities and Exchange Commission on May 11, 2016 Registration No.

May 5, 2016 EX-10.7

EMPLOYMENT AGREEMENT

EX-10.7 8 d174935dex107.htm EX-10.7 Exhibit 10.7 EMPLOYMENT AGREEMENT This Employment Agreement (“Agreement”) is entered into as of January 11, 2016 (the “Effective Date”), by and between Heather Ace (“Executive”) and Orexigen Therapeutics, Inc. (the “Company”). WHEREAS, the Company desires to employ Executive to provide personal services to the Company, and wishes to provide Executive with certai

May 5, 2016 EX-10.8

OREXIGEN THERAPEUTICS, INC. AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT FEBRUARY 26, 2016

EX-10.8 Exhibit 10.8 OREXIGEN THERAPEUTICS, INC. AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT FEBRUARY 26, 2016 This Amendment No. 1 is intended to modify the EMPLOYMENT AGREEMENT (the ?Agreement?) dated January 11, 2016 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 HEA

May 5, 2016 EX-10.9

SEPARATION AGREEMENT BY AND BETWEEN OREXIGEN THERAPEUTICS, INC. TAKEDA PHARMACEUTICAL COMPANY LIMITED MARCH 15, 2016

EX-10.9 Exhibit 10.9 ***Text Omitted and Filed Separately with the Securities and Exchange Commission. Confidential Treatment Requested Under 17 C.F.R. Sections 200.80(b)(4) and 240.24b-2. EXECUTION COPY SEPARATION AGREEMENT BY AND BETWEEN OREXIGEN THERAPEUTICS, INC. AND TAKEDA PHARMACEUTICAL COMPANY LIMITED DATED MARCH 15, 2016 EXECUTION COPY SEPARATION AGREEMENT THIS SEPARATION AGREEMENT (the ?A

May 5, 2016 EX-10.5

EMPLOYMENT AGREEMENT

EX-10.5 6 d174935dex105.htm EX-10.5 Exhibit 10.5 EMPLOYMENT AGREEMENT This Employment Agreement (“Agreement”) is entered into as of December 1, 2015 (the “Effective Date”), by and between Thomas Lynch (“Executive”) and Orexigen Therapeutics, Inc, (the “Company”). WHEREAS, the Company desires to employ Executive to provide personal services to the Company, and wishes to provide Executive with certa

May 5, 2016 EX-10.4

OREXIGEN THERAPEUTICS, INC. AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT FEBRUARY 2, 2016

EX-10.4 Exhibit 10.4 OREXIGEN THERAPEUTICS, INC. AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT FEBRUARY 2, 2016 This Amendment No. 1 is intended to modify 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

May 5, 2016 EX-10.2

OREXIGEN THERAPEUTICS, INC. AMENDMENT NO. 2 TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT FEBRUARY 5, 2016

EX-10.2 Exhibit 10.2 OREXIGEN THERAPEUTICS, INC. AMENDMENT NO. 2 TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT FEBRUARY 5, 2016 Reference is made to the AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the ?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 Jol

May 5, 2016 10-Q

Orexigen Therapeutics FORM 10-Q (Quarterly Report)

Form 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED March 31, 2016 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission file number: 001-33415 OREXIGEN THERAPEUTICS, INC.

May 5, 2016 EX-10.3

EMPLOYMENT AGREEMENT

EX-10.3 Exhibit 10.3 EMPLOYMENT AGREEMENT This Employment Agreement (?Agreement?) is entered into as of March 30, 2015 (the ?Effective Date?), by and between Thomas Cannell (?Executive?) and Orexigen Therapeutics, Inc. (the ?Company?). WHEREAS, the Company desires to employ Executive to provide personal services to the Company, and wishes to provide Executive with certain compensation and benefits

May 5, 2016 EX-10.1

OREXIGEN THERAPEUTICS, INC. AMENDMENT NO. 2 TO SECOND AMENDED AND RESTATED EMPLOYMENT FEBRUARY 4, 2016

EX-10.1 Exhibit 10.1 OREXIGEN THERAPEUTICS, INC. AMENDMENT NO. 2 TO SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT FEBRUARY 4, 2016 Reference is made to 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 2

May 5, 2016 EX-10.6

OREXIGEN THERAPEUTICS, INC. AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT FEBRUARY 2, 2016

EX-10.6 Exhibit 10.6 OREXIGEN THERAPEUTICS, INC. AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT FEBRUARY 2, 2016 This Amendment No. 1 is intended to modify 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 THOM

May 5, 2016 EX-10.10

OREXIGEN THERAPEUTICS, INC. Performance Stock Unit Award Agreement

EX-10.10 Exhibit 10.10 OREXIGEN THERAPEUTICS, INC. Performance Stock Unit Award Agreement Orexigen Therapeutics, Inc. (the “Company”) hereby grants you, [●] (the “Employee”), an award of Performance Stock Units (“Performance RSUs”) under the Company’s 2007 Equity Incentive Award Plan (the “Plan”), the terms of which are hereby incorporated by reference. The date of this Performance Stock Unit Awar

May 4, 2016 EX-99.1

11 Orexigen Therapeutics, Inc. Statements of Operations (In thousands, except per share amounts) Three Months Ended March 31, 2016 2015 Revenues: Collaborative agreement $ 2,391 $ 2,057 Royalty revenue 2,642 2,302 Total revenues 5,033 4359 Operating

EX-99.1 Exhibit 99.1 Orexigen Therapeutics Reports Business and Financial Results for the First Quarter Ended March 31, 2016 SAN DIEGO, May 4, 2016 /PRNewswire/ ? Orexigen Therapeutics, Inc. (Nasdaq: OREX) today announced business and financial results for the first quarter ended March 31, 2016. ?In preparation for the completion of our acquisition of U.S. rights to Contrave? (naltrexone HCl/bupro

May 4, 2016 8-K

Orexigen Therapeutics FORM 8-K (Current Report/Significant Event)

Form 8-K 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): May 4, 2016 OREXIGEN THERAPEUTICS, INC.

May 3, 2016 CORRESP

Orexigen Therapeutics ESP

CORRESP May 3, 2016 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Mail Stop 4720 Attn: Dorrie Yale Joseph McCann Suzanne Hayes Re: Orexigen Therapeutics, Inc. Registration Statement on Form S-3 Filed March 15, 2016 File No. 333-210224 Acceleration Request Requested Date: May 5, 2016 Requested Time: 4:00PM Eastern Time La

April 29, 2016 10-K/A

Orexigen Therapeutics 10-K/A (Annual Report)

10-K/A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

April 15, 2016 8-K

Orexigen Therapeutics 8-K (Current Report/Significant Event)

8-K 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): April 11, 2016 OREXIGEN THERAPEUTICS, INC.

April 15, 2016 8-K

Orexigen Therapeutics FORM 8-K (Current Report/Significant Event)

Form 8-K 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): April 14, 2016 OREXIGEN THERAPEUTICS, INC.

April 4, 2016 8-K

Orexigen Therapeutics FORM 8-K (Current Report/Significant Event)

Form 8-K 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): March 29, 2016 OREXIGEN THERAPEUTICS, INC.

March 25, 2016 8-K

Orexigen Therapeutics FORM 8-K (Current Report/Significant Event)

Form 8-K 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): March 21, 2016 OREXIGEN THERAPEUTICS, INC.

March 25, 2016 EX-3.1

Certificate of Designations, Preferences and Rights of Series Z Non-Convertible Non-Voting Preferred Stock

EX-3.1 Exhibit 3.1 OREXIGEN THERAPEUTICS, INC. CERTIFICATE OF DESIGNATIONS, PREFERENCES AND RIGHTS OF SERIES Z NON-CONVERTIBLE NON-VOTING PREFERRED STOCK Orexigen Therapeutics, Inc. (the ?Company?), a corporation organized and existing under the General Corporation Law of the State of Delaware (the ?DGCL?), does hereby certify that, pursuant to authority conferred upon the Company?s Board of Direc

March 25, 2016 EX-10.1

SECURITY AGREEMENT OREXIGEN THERAPEUTICS, INC., as Issuer, THE GUARANTORS PARTY HERETO FROM TIME TO TIME, as Guarantors U.S. BANK NATIONAL ASSOCIATION, as Collateral Agent Dated as of March 21, 2016 TABLE OF CONTENTS Page(s) ARTICLE I DEFINITIONS AND

Exhibit 10.1 Execution Version 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, 2016 TABLE OF CONTENTS Page(s) ARTICLE I DEFINITIONS AND INTERPRETATION 1 SECTION 1.1 Definitions 1 SECTION 1.2 Interpretation 6 SECTION 1.3 Resolution of Drafti

March 25, 2016 EX-4.1

Indenture, dated as of March 21, 2016, by and between Orexigen Therapeutics, Inc. and U.S. Bank National Association, as trustee and collateral agent, including the Form of 0% Convertible Senior Secured Note due 2020

EX-4.1 Exhibit 4.1 Execution Version OREXIGEN THERAPEUTICS, INC. AND U.S. BANK NATIONAL ASSOCIATION, as Trustee and Collateral Agent INDENTURE Dated as of March 21, 2016 0% Convertible Senior Secured Notes due 2020 TABLE OF CONTENTS PAGE ARTICLE 1 DEFINITIONS 1 Section 1.01. Definitions 1 Section 1.02. References to Interest 30 ARTICLE 2 ISSUE, DESCRIPTION, EXECUTION, REGISTRATION AND EXCHANGE OF

March 24, 2016 SC 13D

OREX / Orexigen Therapeutics, Inc. / Baupost Group LLC/MA - NONE Activist Investment

SC 13D 1 doc1.htm NONE UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. n/a )* Orexigen Therapeutics, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 686164104 (CUSIP Number) Seth A. Klarman, The Baupost Group, L.L.C. 10 St. James Avenue, Suite 1700 Boston, Massachusetts 02116 Phone : (61

March 24, 2016 EX-1.A

JOINT FILING AGREEMENT

EXHIBIT A JOINT FILING AGREEMENT In accordance with Rule 13d-1 (k)(I) under the Securities Exchange Act of 1934, as amended, each of the undersigned Reporting Persons hereby agrees to the joint filing, along with all other such Reporting Persons, on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to beneficial ownership of shares of Common Stock of Orexigen Therapeutics, Inc.

March 16, 2016 EX-99.1

2

EX-99.1 Exhibit 99.1 PRESENTATION Operator Welcome to the Orexigen conference call. My name is Sylvia, and I will be your operator for today?s call. (Operator instructions) Please note that this conference is being recorded. I will now turn the call over to McDavid Stilwell. McDavid, you may begin. McDavid Stilwell - Orexigen Therapeutics, Inc. - VP Corporate Communications and Business Developmen

March 16, 2016 8-K

Orexigen Therapeutics FORM 8-K (Current Report/Significant Event)

Form 8-K 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): March 15, 2016 OREXIGEN THERAPEUTICS, INC.

March 15, 2016 EX-12.1

STATEMENT REGARDING COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES AND RATIO OF EARNINGS TO COMBINED FIXED CHARGES AND PREFERRED STOCK DIVIDENDS (in thousands) Year Ended December 31, 2011 2012 2013 2014 2015 Earnings: Loss before income taxes $ (

EX-12.1 Exhibit 12.1 STATEMENT REGARDING COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES AND RATIO OF EARNINGS TO COMBINED FIXED CHARGES AND PREFERRED STOCK DIVIDENDS (in thousands) Year Ended December 31, 2011 2012 2013 2014 2015 Earnings: Loss before income taxes $ (28,058 ) $ (90,094 ) $ (77,671 ) $ (37,525 ) $ (67,311 ) Add Fixed Charges (from below) 457 127 627 7,310 7,613 Total earnings (l

March 15, 2016 EX-4.14

OREXIGEN THERAPEUTICS, INC. , AS WARRANT AGENT FORM OF DEBT SECURITIES WARRANT AGREEMENT DATED AS OF OREXIGEN THERAPEUTICS, INC. FORM OF DEBT SECURITIES WARRANT AGREEMENT

EX-4.14 Exhibit 4.14 OREXIGEN THERAPEUTICS, INC. AND , AS WARRANT AGENT FORM OF DEBT SECURITIES WARRANT AGREEMENT DATED AS OF OREXIGEN THERAPEUTICS, INC. FORM OF DEBT SECURITIES WARRANT AGREEMENT THIS DEBT SECURITIES WARRANT AGREEMENT (this ?Agreement?), dated as of [?], between OREXIGEN THERAPEUTICS, INC., a Delaware corporation (the ?Company?) and [?], a [corporation] [national banking associati

March 15, 2016 EX-4.10

OREXIGEN THERAPEUTICS, INC., Dated as of [●], 20 Debt Securities TABLE OF CONTENTS PAGE ARTICLE 1 DEFINITIONS 1 Section 1.01 Definitions of Terms 1 ARTICLE 2 ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES 5 Section 2.01

EX-4.10 Exhibit 4.10 OREXIGEN THERAPEUTICS, INC., Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of [?], 20 Debt Securities TABLE OF CONTENTS PAGE ARTICLE 1 DEFINITIONS 1 Section 1.01 Definitions of Terms 1 ARTICLE 2 ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES 5 Section 2.01 Designation and Terms of Securities 5 Section 2.02 Form of Securities and Trustee?s Cert

March 15, 2016 EX-4.12

OREXIGEN THERAPEUTICS, INC. , AS WARRANT AGENT FORM OF COMMON STOCK WARRANT AGREEMENT DATED AS OF OREXIGEN THERAPEUTICS, INC. FORM OF COMMON STOCK WARRANT AGREEMENT

EX-4.12 Exhibit 4.12 OREXIGEN THERAPEUTICS, INC. AND , AS WARRANT AGENT FORM OF COMMON STOCK WARRANT AGREEMENT DATED AS OF OREXIGEN THERAPEUTICS, INC. FORM OF COMMON STOCK WARRANT AGREEMENT 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] organ

March 15, 2016 EX-4.13

OREXIGEN THERAPEUTICS, INC. , AS WARRANT AGENT FORM OF PREFERRED STOCK WARRANT AGREEMENT DATED AS OF OREXIGEN THERAPEUTICS, INC. FORM OF PREFERRED STOCK WARRANT AGREEMENT

EX-4.13 Exhibit 4.13 OREXIGEN THERAPEUTICS, INC. AND , AS WARRANT AGENT FORM OF PREFERRED STOCK WARRANT AGREEMENT DATED AS OF OREXIGEN THERAPEUTICS, INC. FORM OF PREFERRED STOCK WARRANT AGREEMENT THIS PREFERRED STOCK WARRANT AGREEMENT (this ?Agreement?), dated as of [?], between OREXIGEN THERAPEUTICS, INC., a Delaware corporation (the ?Company?) and [?], a [corporation] [national banking associati

March 15, 2016 S-3

Orexigen Therapeutics FORM S-3

FORM S-3 Table of Contents As filed with the Securities and Exchange Commission on March 15, 2016 Registration No.

March 15, 2016 EX-10.3

OREXIGEN THERAPEUTICS, INC. U.S. BANK NATIONAL ASSOCIATION, as Trustee and Collateral Agent Dated as of March [●], 2016 0% Convertible Senior Secured Notes due 2020 TABLE OF CONTENTS PAGE ARTICLE 1 DEFINITIONS 1 Section 1.01. Definitions 1 Section 1.

EX-10.3 Exhibit 10.3 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 2020 TABLE OF CONTENTS PAGE ARTICLE 1 DEFINITIONS 1 Section 1.01. Definitions 1 Section 1.02. References to Interest 29 ARTICLE 2 ISSUE, DESCRIPTION, EXECUTION, REGISTRATION AND EXCHANGE OF NOTES 30 Sectio

March 15, 2016 EX-10.6

SECURITY AGREEMENT OREXIGEN THERAPEUTICS, INC., as Issuer, THE GUARANTORS PARTY HERETO FROM TIME TO TIME, as Guarantors U.S. BANK NATIONAL ASSOCIATION, as Collateral Agent Dated as of March [ ], 2016 TABLE OF CONTENTS Page(s) ARTICLE I DEFINITIONS AN

EX-10.6 Exhibit 10.6 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 [ ], 2016 TABLE OF CONTENTS Page(s) ARTICLE I DEFINITIONS AND INTERPRETATION 1 SECTION 1.1 Definitions 1 SECTION 1.2 Interpretation 6 SECTION 1.3 Resolution of Drafting Ambigu

March 15, 2016 EX-10.5

[FORM OF FACE OF NOTE] [INCLUDE FOLLOWING LEGEND IF A GLOBAL NOTE]

EX-10.5 Exhibit 10.5 [FORM OF FACE OF NOTE] [INCLUDE FOLLOWING LEGEND IF A GLOBAL NOTE] [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS RE

March 15, 2016 8-K

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): March 15, 2016 OREXIGEN THERAPEUTIC

8-K 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): March 15, 2016 OREXIGEN THERAPEUTICS, INC.

March 15, 2016 EX-99.2

Indicated for use as an adjunct to a reduced-calorie diet and increased physical activity for chronic weight management in adults with an initial body mass index (BMI) of 30 kg/m2 or greater (obese), or 27 kg/m2 or greater (overweight) in the presenc

EX-99.2 Orexigen announces acquisition of all U.S. Contrave® rights March 15th 2016 Exhibit 99.2 Forward Looking Statements This presentation contains forward-looking statements about Orexigen Therapeutics, Inc. and Contrave®. Words such as “believes,” “anticipates,” “plans,” “expects,” “indicates,” “will,” “should,” “intends,” “potential,” “suggests,” “assuming,” “designed” and similar expression

March 15, 2016 EX-10.2

Investor Rights Agreement, dated as of March 15, 2016, by and among Orexigen Therapeutics, Inc., Baupost, and the other investors party thereto

EX-10.2 Exhibit 10.2 INVESTOR RIGHTS AGREEMENT BY AND AMONG OREXIGEN THERAPEUTICS, INC., BAUPOST GROUP SECURITIES, L.L.C., AND THE OTHER INVESTORS PARTY HERETO DATED AS OF MARCH 15, 2016 TABLE OF CONTENTS ARTICLE I EFFECTIVENESS 1 Section 1.1. Effectiveness 1 ARTICLE II DEFINITIONS 1 Section 2.1. Definitions 1 Section 2.2. Other Interpretive Provisions 5 ARTICLE III REGISTRATION RIGHTS 6 Section 3

March 15, 2016 EX-10.4

Form of Warrant to Purchase Common Stock

Exhibit 10.4 FORM OF WARRANT THIS WARRANT AND THE UNDERLYING SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER APPLICABLE SECURITIES LA

March 15, 2016 EX-10.1

Securities Purchase Agreement, dated as of March 15, 2016, by and among Orexigen Therapeutics, Inc. and each purchaser party thereto

EX-10.1 Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of March 15, 2016, 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”). RECITALS: A. The Company and

March 15, 2016 EX-99.1

Orexigen announces strategic acquisition of all U.S. rights to Contrave®, the market leading branded anti-obesity prescription medicine Acquisition magnifies projected long-term corporate profitability and opens multiple paths for shareholder value c

Exhibit 99.1 Orexigen announces strategic acquisition of all U.S. rights to Contrave?, the market leading branded anti-obesity prescription medicine Acquisition magnifies projected long-term corporate profitability and opens multiple paths for shareholder value creation Company issues $165 million in convertible senior secured notes to fund U.S. commercialization of Contrave Orexigen also today an

March 15, 2016 EX-3.1

OREXIGEN THERAPEUTICS, INC. CERTIFICATE OF DESIGNATIONS, PREFERENCES AND RIGHTS SERIES Z NON-CONVERTIBLE, NON-VOTING PREFERRED STOCK

EX-3.1 Exhibit 3.1 OREXIGEN THERAPEUTICS, INC. CERTIFICATE OF DESIGNATIONS, PREFERENCES AND RIGHTS OF SERIES Z NON-CONVERTIBLE, NON-VOTING PREFERRED STOCK Orexigen Therapeutics, Inc. (the “Company”), a corporation organized and existing under the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify that, pursuant to authority conferred upon the Company’s Board of Dire

February 26, 2016 10-K

Orexigen Therapeutics 10-K (Annual Report)

10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

February 26, 2016 EX-99.1

10 Orexigen Therapeutics, Inc. Balance Sheets (In thousands, except share and par value amounts) December 31, December 31, 2015 2014 (Unaudited) Assets Current assets: Cash and cash equivalents $ 155,422 $ 104,243 Accounts receivable 6,828 2,571 Inve

EX-99.1 2 d296544dex991.htm EX-99.1 Exhibit 99.1 Orexigen Therapeutics Reports Financial Results for the Fourth Quarter and Year Ended December 31, 2015 SAN DIEGO, Feb. 26, 2016 /PRNewswire/ — Orexigen Therapeutics, Inc. (Nasdaq: OREX) today announced business and financial results for the fourth quarter and year ended December 31, 2015. “Since the introduction of Contrave® to the United States ma

February 26, 2016 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): February 26, 2016 OREXIGEN THERAPEUTICS, INC.

February 26, 2016 EX-21.1

OREXIGEN THERAPEUTICS, INC. SUBSIDIARY NAME OF SUBSIDIARY JURISDICTION Orexigen Therapeutics Ireland Limited Ireland

EX-21.1 EXHIBIT 21.1 OREXIGEN THERAPEUTICS, INC. SUBSIDIARY NAME OF SUBSIDIARY JURISDICTION Orexigen Therapeutics Ireland Limited Ireland

February 12, 2016 SC 13G/A

Orexigen Therapeutics SCHEDULE 13G/A (Passive Acquisition of More Than 5% of Shares)

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b) (Amendment No. 1)* Orexigen Therapeutics, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 686164104 (CUSIP Number) December 31, 2015 (Date of Event Which Req

February 12, 2016 SC 13G/A

OREX / Orexigen Therapeutics, Inc. / Baupost Group LLC/MA - NONE Passive Investment

Schedule 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Orexigen Therapeutics, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 686164104 (CUSIP Number) Calendar Year 2015 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule purs

February 9, 2016 SC 13G/A

OREX / Orexigen Therapeutics, Inc. / PRICE T ROWE ASSOCIATES INC /MD/ - OREX AS OF 12/31/2015 Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1) OREXIGEN THERAPEUTICS INC (Name of Issuer) COMMON STOCK (Title of Class of Securities) 686164104 (CUSIP Number) December 31, 2015 (Date of Event which Requires Filing of Statement) Check the appropriate box to designate the Rule pursuant to which this Sch

February 8, 2016 8-K

Orexigen Therapeutics FORM 8-K (Current Report/Significant Event)

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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) February 2, 2016 OREXIGEN THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-33415 65-1178822 (State or other jurisdiction of incorporation

February 4, 2016 8-K

Orexigen Therapeutics FORM 8-K (Current Report/Significant Event)

Form 8-K 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): February 3, 2016 OREXIGEN THERAPEUTICS, INC.

February 1, 2016 CORRESP

Orexigen Therapeutics ESP

CORRESP February 1, 2016 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attn: Suzanne Hayes Tara Keating Brooks Re: Orexigen Therapeutics, Inc. Registration Statement on Form S-3 File No. 333-207961 Acceleration Request Requested Date: February 3, 2016 Requested Time: 4:00PM Eastern Time Ladies and gentlemen: In accordanc

January 12, 2016 EX-10.1

AMENDED AND RESTATED COLLABORATION AGREEMENT BY AND BETWEEN OREXIGEN THERAPEUTICS, INC. TAKEDA PHARMACEUTICAL COMPANY LIMITED July 31, 2015

EX-10.1 Exhibit 10.1 ***Text Omitted and Filed Separately with the Securities and Exchange Commission. Confidential Treatment Requested Under 17 C.F.R. Sections 200.80(b)(4) and 240.24b-2. FINAL VERSION AMENDED AND RESTATED COLLABORATION AGREEMENT BY AND BETWEEN OREXIGEN THERAPEUTICS, INC. AND TAKEDA PHARMACEUTICAL COMPANY LIMITED DATED July 31, 2015 FINAL VERSION TABLE OF CONTENTS Page 1. DEFINIT

January 12, 2016 10-Q/A

OREX / Orexigen Therapeutics, Inc. 10-Q/A - Quarterly Report - FORM 10-Q/A

Form 10-Q/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q/A (Amendment No.

January 11, 2016 EX-99.2

J.P. Morgan 34th Annual

EX-99.2 J.P. Morgan 34th Annual Healthcare Conference Mike Narachi, President & CEO January 14, 2016 Exhibit 99.2 For investor purposes only ? not for use in product promotion 2 FORWARD LOOKING STATEMENTS This presentation contains forward-looking statements about Orexigen Therapeutics, Inc. and its recently approved product, Contrave . Words such as ?believes,? ?anticipates,? ?plans,? ?expects,?

January 11, 2016 EX-99.1

Source: Orexigen Therapeutics, Inc.

EX-99.1 Exhibit 99.1 Source: Orexigen Therapeutics, Inc. Orexigen announces 2016 financial outlook and key priorities ? Focus is managing to profitability by year end 2018 San Diego, January 11, 2016 ? Orexigen Therapeutics, Inc. (Nasdaq: OREX), a biopharmaceutical company focused on the treatment of obesity, today announced key priorities and financial guidance for 2016. Orexigen developed Contra

January 11, 2016 8-K

Orexigen Therapeutics FORM 8-K (Current Report/Significant Event)

Form 8-K 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): January 11, 2016 OREXIGEN THERAPEUTICS, INC.

January 8, 2016 8-K

Orexigen Therapeutics 8-K (Current Report/Significant Event)

8-K 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): January 5, 2016 OREXIGEN THERAPEUTICS, INC.

December 4, 2015 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Other Events

8-K 1 d100834d8k.htm FORM 8-K 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): December 1, 2015 OREXIGEN THERAPEUTICS, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-33415 65-1178822 (State or Other Jurisdict

December 4, 2015 EX-99.1

Consulting Agreement Proprietary Information and Inventions Agreement

EX-99.1 Exhibit 99.1 December 4, 2015 Joseph P. Hagan c/o Orexigen Therapeutics, Inc. 3344 N. Torrey Pines Court, Suite 200 La Jolla, CA 92037 RE: Separation and Consulting Agreement Dear Jay: 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 resignatio

December 4, 2015 EX-99.2

OREXIGEN THERAPEUTICS, INC. CONSULTING AGREEMENT

EX-99.2 Exhibit 99.2 OREXIGEN THERAPEUTICS, INC. CONSULTING AGREEMENT 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?). 1. SERVICES. a. The Company retains the Consultant and the Consultant agrees to render the consulting services (?Services?) p

November 12, 2015 S-3

Orexigen Therapeutics S-3

S-3 Table of Contents As filed with the Securities and Exchange Commission on November 12, 2015 Registration No.

November 9, 2015 EX-10.4

THIRD AMENDMENT TO LEASE

Exhibit 10.4 THIRD AMENDMENT TO LEASE THIS THIRD AMENDMENT TO LEASE (?Third Amendment?) is made and entered into as of the 17th day of August, 2015, by and between MULLROCK 3 TORREY PINES, LLC, a Delaware limited liability company (?Landlord?) and OREXIGEN THERAPEUTICS, INC., a Delaware corporation (?Tenant?). R E C I T A L S: A. Landlord and Tenant entered into that certain Office Lease dated as

November 9, 2015 EX-10.1

AMENDED AND RESTATED COLLABORATION AGREEMENT BY AND BETWEEN OREXIGEN THERAPEUTICS, INC. TAKEDA PHARMACEUTICAL COMPANY LIMITED July 31, 2015

Exhibit 10.1 ***Text Omitted and Filed Separately with the Securities and Exchange Commission. Confidential Treatment Requested Under 17 C.F.R. Sections 200.80(b)(4) and 240.24b-2. FINAL VERSION AMENDED AND RESTATED COLLABORATION AGREEMENT BY AND BETWEEN OREXIGEN THERAPEUTICS, INC. AND TAKEDA PHARMACEUTICAL COMPANY LIMITED DATED July 31, 2015 FINAL VERSION TABLE OF CONTENTS Page 1. DEFINITIONS 2 2

November 9, 2015 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED September 30, 2015 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission file number: 001-33415 OREXIGEN THERAPEUTICS, INC.

November 9, 2015 EX-10.3

OREXIGEN THERAPEUTICS, INC. CONSULTING AGREEMENT

Exhibit 10.3 ***Text Omitted and Filed Separately with the Securities and Exchange Commission. Confidential Treatment Requested Under 17 C.F.R. Sections 200.80(b)(4) and 240.24b-2. OREXIGEN THERAPEUTICS, INC. CONSULTING AGREEMENT THIS CONSULTING AGREEMENT (this “Agreement”) is effective as of October 1, 2015 (the “Effective Date”), by and between OREXIGEN THERAPEUTICS, INC. (the “Company”) and MAR

November 5, 2015 EX-99.2

Indicated for use as an adjunct to a reduced-calorie diet and increased physical activity for chronic weight management in adults with an initial body mass index (BMI) of 30 kg/m2 or greater (obese), or 27 kg/m2 or greater (overweight) in the presenc

EX-99.2 3Q 2015 Conference Call November 5, 2015 Exhibit 99.2 Forward Looking Statements This presentation contains forward-looking statements about Orexigen Therapeutics, Inc. and its recently approved product, Contrave. Words such as ?believes,? ?anticipates,? ?plans,? ?expects,? ?indicates,? ?will,? ?should,? ?intends,? ?potential,? ?suggests,? ?assuming,? ?designed? and similar expressions are

November 5, 2015 EX-99.1

Orexigen Therapeutics, Inc. Balance Sheets (In thousands, except share and par value amounts) September 30, 2015 December 31, 2014 (Unaudited) Assets Current assets: Cash and cash equivalents $ 154,267 $ 104,243 Accounts receivable 4,560 2,571 Invest

EX-99.1 Exhibit 99.1 Orexigen Therapeutics Reports Financial and Business Results for the Third Quarter Ended September 30, 2015 ? More than 500,000 prescriptions written in first full year of Contrave? (naltrexone HCI and bupropion HCI extended-release tablets) launch San Diego, CA, November 5, 2015 ? Orexigen Therapeutics, Inc. (Nasdaq: OREX) today announced business and financial results for th

November 5, 2015 8-K

Orexigen Therapeutics 8-K (Current Report/Significant Event)

8-K 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): November 5, 2015 OREXIGEN THERAPEUTICS, INC.

October 9, 2015 SC 13G

OREX / Orexigen Therapeutics, Inc. / Baupost Group LLC/MA - NONE Passive Investment

SC 13G 1 doc1.htm NONE UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. n/a )* Orexigen Therapeutics, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 686164104 (CUSIP Number) September 30, 2015 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate

October 5, 2015 8-K

Orexigen Therapeutics 8-K (Current Report/Significant Event)

8-K 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): September 30, 2015 OREXIGEN THERAPEUTICS, INC.

October 5, 2015 EX-10.1

September 30, 2015

EX-10.1 Exhibit 10.1 Orexigen Therapeutics, Inc. 3344 North Torrey Pines Court Suite 200 La Jolla, CA 92037 Phone: 858-875-8600 Fax 858-875-8650 www.orexigen.com September 30, 2015 Mark Booth c/o Orexigen Therapeutics, Inc. 3344 N. Torrey Pines Court, Suite 200 La Jolla, CA 92037 RE: Separation and Consulting Agreement Dear Mark: This letter sets forth the terms of the separation and consulting ag

September 10, 2015 EX-10.1

Form of Warrant to Purchase Common Stock

EX-10.1 Exhibit 10.1 SECURITIES PURCHASE AGREEMENT 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?). RECITALS: A. The Company

September 10, 2015 EX-99.1

Orexigen Raises $60 Million in Sale of Common Stock to Baupost

EX-99.1 Exhibit 99.1 Orexigen Raises $60 Million in Sale of Common Stock to Baupost San Diego, September 10, 2015 ? PR Newswire - Orexigen Therapeutics, Inc. (Nasdaq: OREX) today announced that funds managed by The Baupost Group, L.L.C. have purchased 20 million shares of its common stock and warrants to purchase 5 million shares of its common stock in a Private Placement, at a purchase price of $

September 10, 2015 8-K

Orexigen Therapeutics FORM 8-K (Current Report/Significant Event)

Form 8-K 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): September 10, 2015 OREXIGEN THERAPEUTICS, INC.

August 21, 2015 8-K

Orexigen Therapeutics 8-K (Current Report/Significant Event)

8-K 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 17, 2015 OREXIGEN THERAPEUTICS, INC.

August 7, 2015 EX-10.1

AMENDED AND RESTATED NALTREXONE HYDROCHLORIDE SUPPLY AGREEMENT

EX-10.1 Exhibit 10.1 ***Text Omitted and Filed Separately with the Securities and Exchange Commission. Confidential Treatment Requested Under 17 C.F.R. Sections 200.80(b)(4) and 240.24b-2. AMENDED AND RESTATED NALTREXONE HYDROCHLORIDE SUPPLY AGREEMENT This Amended and Restated Naltrexone Hydrochloride Supply Agreement (this “Agreement”) is made effective as of January 1, 2015 (the “Effective Date”

August 7, 2015 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED June 30, 2015 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission file number: 001-33415 OREXIGEN THERAPEUTICS, INC.

August 7, 2015 EX-10.3

OREXIGEN THERAPEUTICS, INC. CONSULTING AGREEMENT

EX-10.3 Exhibit 10.3 ***Text Omitted and Filed Separately with the Securities and Exchange Commission. Confidential Treatment Requested Under 17 C.F.R. Sections 200.80(b)(4) and 240.24b-2. OREXIGEN THERAPEUTICS, INC. CONSULTING AGREEMENT THIS CONSULTING AGREEMENT (this “Agreement”) is effective as of June 26, 2015 (the “Effective Date”), by and between OREXIGEN THERAPEUTICS, INC. (the “Company”) a

August 6, 2015 8-K

Orexigen Therapeutics FORM 8-K (Current Report/Significant Event)

Form 8-K 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): July 31, 2015 OREXIGEN THERAPEUTICS, INC.

August 6, 2015 EX-99.1

Orexigen Therapeutics, Inc. Balance Sheets (In thousands, except share and par value amounts) June 30, 2015 December 31, 2014 (Unaudited) Assets Current assets: Cash and cash equivalents $ 71,585 $ 104,243 Accounts receivable 6,804 2,571 Investment s

EX-99.1 Exhibit 99.1 Orexigen Therapeutics Reports Financial and Business Results for the Second Quarter Ended June 30, 2015 Contrave? (naltrexone HCl and bupropion HCl extended-release tablets) now leading US branded weight loss medicine San Diego, CA, August 6, 2015 ? Orexigen Therapeutics, Inc. (Nasdaq: OREX) today announced business and financial results for the second quarter ended June 30, 2

August 4, 2015 SC 13G

OREX / Orexigen Therapeutics, Inc. / Foresite Capital Fund III, L.P. - SCHEDULE 13G Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b) (Amendment No. )* Orexigen Therapeutics, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 686164104 (CUSIP Number) July 23, 2015 (Date of Event Which Requires

June 26, 2015 8-K

Orexigen Therapeutics 8-K (Current Report/Significant Event)

8-K 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): June 25, 2015 OREXIGEN THERAPEUTICS, INC.

June 26, 2015 EX-10.1

OPTION GRANTS Number of Shares Subject to Option Grant Number of Unvested Shares Underlying Option as of Separation Date Number of Vested and Outstanding Shares Underlying Option as of Separation Date Stock Option granted February 3, 2015 153,050 140

EX-10.1 Exhibit 10.1 Orexigen Therapeutics, Inc. 3344 North Torrey Pines Court Suite 200 La Jolla, CA 92037 Phone: 858-875-8600 Fax 858-875-8650 www.orexigen.com June 25, 2015 Heather D. Turner c/o Orexigen Therapeutics, Inc. 3344 N. Torrey Pines Court, Suite 200 La Jolla, CA 92037 RE: Separation and Consulting Agreement Dear Heather: This letter sets forth the terms of the separation and consulti

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