OREXIGEN THERAPEUTICS, INC. (NASDAQ:OREX) Files An 8-K Entry into a Material Definitive Agreement

Item1.01

The information set forth in Item8.01 of this Current Report on
Form 8-K is incorporated herein by reference.

Based upon preliminary estimates, Orexigen Therapeutics, Inc.
(the Company) expects total revenue for the fourth quarter of
2016 to be between approximately $13.4 million to $13.9 million
and total revenue for the year ended December31, 2016 to be
between approximately $33.3 million to $33.8 million and to have
approximately $194.0 million in cash, restricted cash and
investments, and short term investments as of December31,
2016.The Company also expects U.S. net sales for Contrave for the
fourth quarter of 2016 to be between approximately $11.5 million
to $12.0 million and U.S. net sales for Contrave for the year
ended December31, 2016 to be between approximately $46.6 million
to $47.1 million. U.S. net sales for Contrave includes net sales
as reported by Takeda to the terms of our former collaboration
agreement for periods prior to the completed acquisition of
Contrave, coupled with net sales as recorded by the Company after
the completed acquisition of Contrave.

The Company has not yet completed its year-end financial close
process for the year ended December31, 2016 and these estimates
are based on preliminary estimates of its financial results that
it expect to report for the applicable periods. These estimates
are subject to change upon completion of the Companys financial
closing procedures. The Companys independent registered public
accounting firm, Ernst Young LLP, has not audited, reviewed or
compiled these estimates and, accordingly, does not express an
opinion on, or provided any other form of assurance with respect
to, these preliminary estimates. These estimates are not a
comprehensive statement of the Companys financial results for the
year ended December31, 2016 and its actual results may differ
materially from these estimates as a result of the completion of
the Companys financial closing procedures, final adjustments and
other developments arising between now and the time that our
financial results for this period are finalized.

In accordance with General Instruction B.2 of Form 8-K, the
information in Item2.02 of this Current Report on Form 8-K shall
not be deemed filed for purposes of Section18 of the Securities
Exchange Act of 1934, as amended (the Exchange Act), or otherwise
subject to the liability of that section, nor shall it be deemed
incorporated by reference in any filing under the Securities Act
of 1933, as amended (the Securities Act), or the Exchange Act,
whether made before or after the date hereof, except as expressly
set forth by specific reference in such filing to Item2.02 of
this Current Report on Form 8-K.

Item2.03 Creation of a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet Arrangement of a
Registrant.

The information set forth in Item8.01 of this Current Report on
Form 8-K is incorporated herein by reference.

The information set forth in Item8.01 of this Current Report on
Form 8-K is incorporated herein by reference.

On February17, 2017, the Company entered into separate privately
negotiated exchange agreements with certain holders of its 2.75%
Convertible SeniorNotesdue 2020 (the OldNotes) to exchange, in a
private placement in reliance on Section4(a)(2) and Regulation D
of the Securities Act, approximately $49.6million in aggregate
principal amount of OldNotes(the Exchange Transactions) for an
equal principal amount of the Companys 2.75% Convertible Exchange
SeniorNotesdue 2020 (the NewNotes).

The Company anticipates that the closings of the Exchange
Transactions will occur on or about February23, 2017.

Following the closings of the Exchange Transactions,
approximately $30.4million in aggregate principal amount of Old
Notes will remain outstanding.

The New Notes will be the Companys senior, unsecured obligations
and will rank senior in right of payment to any of the Companys
indebtedness that is expressly subordinated in right of payment
to the New Notes; equal in right of payment to any of the
Companys unsecured indebtedness that is not so subordinated,
including the Old Notes; effectively junior in right of payment
to any of the Companys secured indebtedness (including the
Companys existing 0% Convertible Senior Secured Notes due 2020
(the Secured Notes)) to the extent of the value of the assets
securing such indebtedness; and will be structurally junior to
all indebtedness and other liabilities (including trade payables)
of the Companys subsidiaries.

The New Notes bear interest at a fixed rate of 2.75%per year,
payable semiannually in arrears on June1 and December1 of each
year, beginning June1, 2017. Interest on the New Notes accrues
from December1, 2016. The New Notes will mature on December1,
2020, unless earlier repurchased, redeemed or converted.

The New Notes are convertible at any time prior to the close of
business on the business day immediately preceding the maturity
date, at the option of the holders, into (i)shares of the
Companys common stock (the Common Stock), plus (ii)a cash payment
equal to $150 for each $1,000 principal amount of New Notes
converted (the Additional Conversion Payment), subject to certain
adjustments. For conversions prior to September1, 2018 and the
Companys election to exercise its Mandatory Conversion Right (as
hereinafter defined), the Company will make an interest
make-whole payment to a converting holder for each $1,000
principal amount of New Notes being converted (the Interest
Make-Whole Payment). The Company may pay any Interest Make-Whole
Payment either in cash or in shares of Common Stock, at the
Companys election. If the Company elects to pay any Interest
Make-Whole Payment in cash it will pay cash in an amount equal to
the Interest Make-Whole Payment. If Company elects, or is deemed
to have elected, to pay any Interest Make-Whole Payment by
delivering shares of Common Stock, the number of shares of Common
Stock a converting holder of New Notes will receive for each
$1,000 principal amount of New Notes will be the number of shares
equal to the amount of the Interest Make-Whole Payment to be paid
to such holder, divided by the product of (x)98% and (y)the
simple average of the daily volume-weighted average price of the
Common Stock for the five trading days ending on and including
the trading day immediately preceding the conversion date.
Subject to compliance with certain conditions, the Company has
the right (the Mandatory Conversion Right) to, at its option,
mandatorily convert all of the New Notes if the daily
volume-weighted average price of the Common Stock is equal to or
greater than 60.0% of the applicable conversion price of the New
Notes for at least 20 Daily VWAP Trading Days (as defined in the
indenture governing the New Notes) (whether or not consecutive)
during any 30 consecutive Daily VWAP Trading Day period
(including the last trading day of such period).

The conversion rate is initially approximately 66.6667shares of
Common Stock per $1,000 principal amount of New Notes (equivalent
to an initial conversion price of $15.00 per share of Common
Stock), and will be subject to adjustment upon the occurrence of
certain events.

The Company may redeem for cash all or any portion of the New
Notes, at its option, on or after December1, 2019 at a redemption
price equal to 50% of the principal amount of the New Notes to be
redeemed, plus accrued and

unpaid interest to, but excluding, the redemption date. Upon a
fundamental change (as defined in the indenture governing the New
Notes), subject to certain exceptions, the holders of the New
Notes may require that the Company repurchase some or all of
their New Notes for cash at a repurchase price equal to 50% of
the principal amount of the New Notes being repurchased, plus any
accrued and unpaid interest to, but excluding, the fundamental
change repurchase date.

The events of default, which may result in the acceleration of
the maturity of the New Notes, include, among other things:

The description of the New Notes above is qualified in its
entirety by reference to the text of the indenture governing the
New Notes, the form of which is filed as Exhibit 4.1 hereto.

On February16, 2017, the Company entered into a Second
Supplemental Indenture (the Second Supplemental Indenture) with
U.S. Bank National Association, as trustee (the Trustee) and
collateral agent, and certain holders of the Secured Notes. to
the Second Supplemental Indenture, the Indenture dated March21,
2016 (the Original Indenture), providing for the issuance of the
Secured Notes, as supplemented by the First Supplemental
Indenture, dated December19, 2016 (the First Supplemental
Indenture and the Original Indenture as supplemented by the First
Supplemental Indenture, the Secured Indenture), was amended as
follows: (i)the limitations on the Companys ability to incur
indebtedness were amended to permit the issuance of the New
Notes; (ii)the limitations on the Companys ability to prepay,
redeem, purchase, defease or otherwise satisfy prior to the
scheduled maturity thereof certain indebtedness of the Company or
its subsidiaries were amended to permit the Additional Conversion
Payment, Interest Make-Whole Payment and other cash payments
under the New Notes; and (iii)the amendment provisions were
amended to require the consent of holders representing at least
65% of the aggregate principal amount of the Secured Notes then
outstanding to amend or waive the limitations in the Secured
Indenture to permit the redemption of any New Notes. The Company
filed the Original Indenture as an exhibit to its Current Report
on Form8-K filed on March15, 2016 and the First Supplemental
Indenture as an exhibit to its Current Report on Form8-K filed on
December19, 2016.

A copy of the Second Supplemental Indenture is filed as an
exhibit to this Current Report on Form8-K and incorporated by
reference herein.

This Current Report on Form 8-K does not constitute an offer to
sell or the solicitation of an offer to buy any securities, nor
shall it constitute an offer to sell, solicitation or sale in any
jurisdiction in which such offer, solicitation or sale would be
unlawful. These securities have not been registered under the
Securities Act or any or in a transaction not subject to, the
registration requirements of the Securities Act and applicable
state laws.

Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking
statements that are subject to a number of risks and
uncertainties, including statements relating to the expected
closing and the terms of the New Notes offering. Actual results
may differ materially from those set forth in this Current Report
on Form 8-K. These and other risks and uncertainties are detailed
in the risk factors included in the Companys Quarterly Report on
Form 10-Q filed with the Securities and Exchange Commission on
November7, 2016 and other filings. Except as required by law, the
Company undertakes no obligation to revise or update information
herein to reflect events or circumstances in the future, even if
new information becomes available.

About OREXIGEN THERAPEUTICS, INC. (NASDAQ:OREX)

Orexigen Therapeutics, Inc. is a biopharmaceutical company. The Company is focused on the treatment of obesity. The Company’s product, Contrave, is approved in the United States by the United States Food and Drug Administration 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 kilograms per square meter or greater (obese) or 27 kilograms per square meter or greater (overweight) in the presence of a weight-related comorbid condition. Contrave is a combination of generic drug components, each of which has received regulatory approval for other indications and has been commercialized in the United States and in a range of member countries of the European Union. Contrave regulates appetite and energy expenditure through central nervous system (CNS) activity. Contrave is a fixed dose combination of bupropion hydrochloride (HCl) extended release (ER) and naltrexone HCl ER.

OREXIGEN THERAPEUTICS, INC. (NASDAQ:OREX) Recent Trading Information

OREXIGEN THERAPEUTICS, INC. (NASDAQ:OREX) closed its last trading session down -0.30 at 4.38 with 580,865 shares trading hands.