Case KG Doc 583 Filed 07/19/18 Page 1 of 2 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE. Chapter 11

Transcription

1 Case KG Doc 583 Filed 07/19/18 Page 1 of 2 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: OREXIGEN THERAPEUTICS, INC., Debtor. 1 Chapter 11 Case No (KG) Re: D.I. 493, 542 NOTICE OF FILING OF REVISED EXHIBITS TO DEBTOR S EIGHTEENTH OMNIBUS MOTION FOR ENTRY OF AN ORDER (I) AUTHORIZING THE DEBTOR TO REJECT CERTAIN CONTRACTS AND (II) GRANTING CERTAIN RELATED RELIEF PLEASE TAKE NOTICE that on July 10, 2018, the above-captioned Debtor filed and served the Debtor s Eighteenth Omnibus Motion for Entry of an Order (I) Authorizing the Debtor to Reject Certain Contracts and (II) Granting Certain Related Relief (D.I. 493) (the Eighteenth Rejection Motion ). If you are receiving this notice, you were previously served with a copy of the Eighteenth Rejection Motion on July 10, PLEASE TAKE FURTHER NOTICE that on July 13, 2018, the Debtor filed the Notice of Filing of Revised Exhibit B to Omnibus Motion for Entry of an Order (I) Authorizing the Debtor to Reject Certain Contracts and (II) Granting Certain Related Relief (D.I 542) (the Notice ), which attached a revised proposed order (the Revised Proposed Order ) providing that the Contracts listed on Exhibit A to the Revised Proposed Order shall be rejected as of July 17, 2018 or such later date that the sale closes, to coincide with the closing date of the Sale. PLEASE TAKE FURTHER NOTICE that attached hereto as Exhibit A is a further revised proposed order (the Further Revised Proposed Order ), which provides that certain of the Contracts 2 listed on new Exhibit B to the Revised Proposed Order shall be rejected as of July 31, PLEASE TAKE FURTHER NOTICE that Exhibits A and B to the Further Revised Proposed Order include a revised list of Contracts that the Debtor seeks to reject pursuant to the Eighteenth Rejection Motion (the Revised Contracts List ), which removes certain of the Contracts listed on Exhibit A to the Eighteenth Rejection Motion. 1 The last four digits of the Debtor s federal tax identification number are The Debtor s mailing address for purposes of this Chapter 11 Case is 3344 North Torrey Pines Court, Suite, La Jolla, CA, Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Eighteenth Rejection Motion.

2 Case KG Doc 583 Filed 07/19/18 Page 2 of 2 PLEASE TAKE FURTHER NOTICE that attached hereto as Exhibit B is a blackline version of the Further Revised Proposed Order as compared with the version of proposed order attached as Exhibit B to the Eighteenth Rejection Motion. Blacklines showing the changes in the Revised Contracts List are attached as Exhibit A and B. Dated: July 19, 2018 Wilmington, Delaware MORRIS, NICHOLS, ARSHT & TUNNELL LLP /s/ Tamara K. Mann Robert J. Dehney (No. 3578) Andrew R. Remming (No. 5120) Tamara K. Mann (No. 5643) 1201 N. Market St., 16th Floor P.O. Box 1347 Wilmington, DE Telephone: (302) Facsimile: (302) rdehney@mnat.com aremming@mnat.com tmann@mnat.com - and - Christopher R. Donoho, III (admitted pro hac vice) Christopher R. Bryant (admitted pro hac vice) John D. Beck (admitted pro hac vice) HOGAN LOVELLS US LLP 875 Third Avenue New York, NY Telephone: (212) Facsimile: (212) chris.donoho@hoganlovells.com christopher.bryant@hoganlovells.com john.beck@hoganlovells.com Counsel for Debtor and Debtor in Possession

3 Case KG Doc Filed 07/19/18 Page 1 of 9 EXHIBIT A

4 Case KG Doc Filed 07/19/18 Page 2 of 9 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: OREXIGEN THERAPEUTICS, INC., Debtor. 1 Chapter 11 Case No (KG) RE: D.I. 493, 542 EIGHTEENTH OMNIBUS ORDER (I) AUTHORIZING THE DEBTOR TO REJECT CERTAIN CONTRACTS (II) GRANTING CERTAIN RELATED RELIEF This matter coming before the Court on the Debtor s Eighteenth Omnibus Motion for Entry of an Order (I) Authorizing the Debtor to Reject Certain Contracts and (II) Granting Certain Related Relief (the Motion ) 2 filed by the above-captioned debtor and debtor in possession (the Debtor ); the Court having reviewed the Motion; the Court having found that (i) the Court has jurisdiction over this matter pursuant to 28 U.S.C. 157 and 1334 and the Amended Standing Order of Reference from the United States District Court for the District of Delaware, dated February 29, 2012, (ii) venue is proper in this district pursuant to 28 U.S.C and 1409, (ii) this is a core proceeding pursuant to 28 U.S.C. 157(b), (iv) that this Court may enter a final order consistent with Article III of the United States Constitution; and (v) notice of the Motion and the Hearing was sufficient under the circumstances; after due deliberation the Court having determined that the relief requested in the Motion is necessary and essential for the administration of the Debtor s estate and such relief is in the best interests of the Debtor, its estate and its creditors; and good and sufficient cause having been shown; IT IS HEREBY ORDERED THAT: 1. The Motion is GRANTED; 1 The last four digits of the Debtor s federal tax identification number are The Debtor s mailing address for purposes of this Chapter 11 Case is 3344 North Torrey Pines Court, Suite, La Jolla, CA Capitalized terms not defined herein are defined in the Motion. 1

5 Case KG Doc Filed 07/19/18 Page 3 of 9 2. Pursuant to sections 105(a) and 365(a) of the Bankruptcy Code, the Contracts listed on Exhibit A hereto are hereby rejected by the Debtor, effective as of July 17, 2018 or such later date that the Sale closes (the Closing Date ). If the Closing Date occurs after July 17, 2018, the Debtor shall file a notice of Sale closing (the Closing Notice ) and serve a copy of the Closing Notice on contract counterparties to the Contracts listed on Exhibit A; 3. Pursuant to sections 105(a) and 365(a) of the Bankruptcy Code, the Contracts listed on Exhibit B hereto are hereby rejected by the Debtor, effective as of July 31, 2018; 4. Notwithstanding the relief granted herein and any actions taken hereunder, nothing in the Motion or this Order shall: (i) constitute an admission as to the validity or priority of any claim against the Debtor; (ii) constitute a waiver of the Debtor s rights to dispute any claim; or (iii) prejudice the Debtor s rights to assert that any of the Contracts are not executory or unexpired within the meaning of section 365 of the Bankruptcy Code; enforceable upon its entry; 5. The terms and conditions of this order shall be immediately effective and 6. The rejection of the Contracts complies with the requirements of Bankruptcy Rule 6006(f); and 7. This Court shall retain jurisdiction to hear and determine all matters arising from or related to the implementation of this order. Dated:, 2018 Wilmington, Delaware THE HONORABLE KEVIN GROSS UNITED STATES BANKRUPTCY JUDGE 2

6 Case KG Doc Filed 07/19/18 Page 4 of 9 EXHIBIT A

7 Case KG Doc Filed 07/19/18 Page 5 of 9 Schedule of Orexigen Therapeutics, Inc. Contracts and Leases Lease (Lessor) / Contract Lease (Lessor) / Contract Lease (Lessor) / Contract Counterparty Counterparty Address Counterparty City, State, Zip Lease / Contract Title Lease / Contract Effective Date Contract / Lease Type The University of Liverpool 765 Brownlow Hill Liverpool L69 7ZX United Kingdom Amendment No 1. to Consulting Agreement 3/17/2016 Executory The University of North Carolina at Chapel Hill 104 Airport Drive Suite 2 Chapel Hill, NC Supported Research Agreement 11/1/9 Executory The University of North Carolina at Agreement Between The University of North Carolina at 104 Airport Drive Suite 2 Chapel Hill, NC Chapel Hill Chapel Hill and Orexigen Therapeutics, Inc. 8/4/2010 Executory The University of North Carolina at Chapel Hill 104 Airport Drive Suite 2 Chapel Hill, NC Amendment No. 1 to Consulting Agreement 5/25/2012 Executory Thermo Fisher Scientific Inc., BioPharma Services Division 3701 Corporate Parkway Suite 220 Center Valley, PA Pharmaceutical Logistics Master Services Agreement 9/22/2016 Executory La Jolla, CA Employment Agreement Executory La Jolla, CA Employment Agreement Amended 1 Executory La Jolla, CA Employment Agreement Amended 2 Executory La Jolla, CA Employment Agreement Amended 3 Executory La Jolla, CA Indemnification Agreement Executory Thomas Eastep Thomas Eastep Thomas Eastep Thomas M. Coffman, MD Division of Nephrology, Department of Medicine, Duke University Medical Center P.O. Box , Durham, NC Consulting Agreement 11/17/2010 Executory MSRB2, Room 2018, 2 Genome Court Thomas Solomon Thomas Solomon Thomas Solomon Thomas Wadden, PhD University of Pennsylvania School of Medicine 3535 Market Street, Philadelphia, PA Expert Panel Discussion June 25 and 26, 9 Executory Suite 3029 Thomson Pharmaceutical Services, Division of Thompson Scientific, 101 Gibraltar Road Suite Horsham, PA Development of IND Submission Dossier for Olanzapine/Zonisamide (OZ) Thomson Project Reference 8/27/2017 Executory Inc. ORE Thomson Reuters 50 California St San Francisco, CA Order Form to Webcasting Services Agreement (One Time Service) 12/12/2012 Executory Thomson Reuters 50 California St San Francisco, CA Services Agreement 5/12/2011 Executory Thomson Reuters (Scientific) LLC 1500 Spring Garden Street Fourth Floor Philadelphia, PA Intellectual Property & Science Order Form 6/29/2016 Executory Thomson Scientific, Inc. Thomson Scientific 101 Gibraltar Rd, Suite Horsham, PA General Services Agreement 7/12/7 Executory Tito Vincent Fajardo Tito Vincent Fajardo Tito Vincent Fajardo Todd Lorenz, MD 5 Robert Road Orinda, CA Consulting Agreement 5/1/6 Executory Tom Boone 2715 Kelly Knoll Lane Newbury Park, CA Orexigen Therapeutics, Inc. Amendment No. 1 to Consulting Agreement 6/30/2014 Executory Tomi Luan Ridge Way Mission Viejo, CA Statement of Work Number 1 4/4/2016 Executory Tomlin Consulting LLC Sabre Hill Drive #176 San Diego, CA Orexigen Therapeutics, Inc. Consulting Agreement 9/2/9 Executory Page 4 of 7

8 Case KG Doc Filed 07/19/18 Page 6 of 9 Schedule of Orexigen Therapeutics, Inc. Contracts and Leases Lease (Lessor) / Contract Lease (Lessor) / Contract Lease (Lessor) / Contract Counterparty Counterparty Address Counterparty City, State, Zip Lease / Contract Title Lease / Contract Effective Date Contract / Lease Type Torreya Capital, a Division of Engagement of Torreya Capital as Strategic Advisor to 555 Madison Avenue New York, NY Financial West Investment Group Orexigen Therapeutics, Inc. (Letter) 3/15/2017 Executory Torreya Insights LLC 555 Madison Avenue New York, NY Orexigen Therapeutics, Inc. Consulting Agreement 6/9/2015 Executory Torreya Insights LLC 555 Madison Avenue New York, NY Termination of Consulting Agreement Dated June 9, 2015 Between Orexigen Therapeutics, Inc. and Torerya 1/15/2016 Executory Insights, LLC Torys, LLP 79 Wellington St. W., 30th Floor TD South Tower, Box 270 Toronto, ON M5K 1N2 Canada Engagement Confirmation- Orexigen Therapeutics, Inc. 12/9/2016 Executory Total Renal Research, Inc., d/b/a DaVita Clinical Research 828 South 8th Street Suite 300 Minneapolis, MN Master Services Agreement 5/15/2012 Executory Total Renal Research, Inc., d/b/a DaVita Clinical Research 825 South 8th Street Suite 300 Minneapolis, MN Orexigen Therapeutics, Inc. Master Services Agreement 5/15/2012 Executory Total Renal Research, Inc., d/b/a DaVita Clinical Research 825 South 8th Street Suite 300 Minneapolis, MN Letter of Indemnity Re: Protocol NaltrexBuprop /27/2016 Executory Touch Medical Media The White House Mill Rd Goring On Thames Rg8 9DD United Kingdom Insertion Order 4/8/2015 Executory Towers Watson Delaware Inc. Executory TR Jacklin Consulting, LLC 1334 State Road Coopersburg, PA Consulting Agreement 9/9/2015 Executory TR Jacklin Consulting, LLC 1334 State Road Coopersburg, PA Consulting Agreement 11/6/2016 Executory Tracey Dobbyn 2nd Floor, Palmerston House, Fenian Street Dublin, 2 Ireland Equity Agreements Executory Tracy Arce Tracy Arce Tracy Arce Tracy Munoz-Maines Soria Circle Mission Viejo, CA Equity Agreements Executory TransPerfect Global, Inc. Three Park Avenue New York, NY Services Agreement 1/27/2016 Executory TV Squared Inc. Executory Tyler Kemp Tyler Kemp Tyler Kemp VA National Acquisition Center, U.S Department of Veterans Affairs, Product Deletion Request for Modification Form VA FSS FSS Bldg 37, 1st Ave. North of Hines, IL VA Federal Supply Schedule Pharmaceutical Schedules Cermak Road, PO Box 76 12/15/2017 Executory U.S Small Business Administration Office of Government Contract- Area VI 455 Market Street, Suite 600 San Francisco, CA SBA Size Determination File No FDA Waiver Request No. 2010BBB Standard Size: 500 2/2/2010 Executory U.S. Bank, N.A. Attn Ibrahimha Kane CN-OH-W6TC Cincinnati, OH Securities Account Control Agreement 8/5/8 Executory P.O. Box 76, Building 37 1st U.S. Department of Veterans Affairs Avenue, North of Cermak Road Hines, IL Contract Requirements & Reminders 2/21/2017 Executory UCSD Clinical Trials Administrative 9500 Gilman Drive Kalmia Building La Jolla, CA Clinical Research Agreement 2/27/7 Executory Unire Real Estate Group, Inc El Camino Real Suite 210 San Diego, CA Consent to Sublease 8/29/8 Executory Unire Real Estate Group, Inc El Camino Real Suite 210 San Diego, CA Change in Property Management Firms 1/29/8 Executory Unire Real Estate Group, Inc El Camino Real Suite 210 San Diego, CA Lease Agreement 1/29/8 Executory United Van Lines, LLC One United Drive Fenton, MO Transportation Services Agreement 7/11/6 Executory University College Hospitals, Bariatric Centre for Weight Ground Floor West 250 Euston Management and Metabolic Road London NW1 2PG United Kingdom Charitiable Grant Agreement 3/1/2016 Executory Surgery University Court of the University of Glasgow University Avenue Glasgow G12 BQQ Scotland Consulting Agreement 9/11/2015 Executory University of Bath Claverton Down Bath, BA2 7AY United Kingdom Consulting Agreement 3/27/2015 Executory University of Bath Claverton Down Bath, BA2 7AY United Kingdom Amendment No.1 to Consulting Agreement 2/23/2016 Executory Page 5 of 7

9 Case KG Doc Filed 07/19/18 Page 7 of 9 Schedule of Orexigen Therapeutics, Inc. Contracts and Leases Lease (Lessor) / Contract Counterparty University of Colorado Denver Lease (Lessor) / Contract Counterparty Address Lease (Lessor) / Contract Counterparty City, State, Zip Colorado Center for Health and Wellness, C E. Montview Aurora, CO Blvd. University of Iowa, Division of G-20 Pharmacy Building 115 S. Pharmaceutical Service, College of Grand Pharmacy University of Kentucky Research Foundation University of Kentucky Research Foundation Iowa City, IA Lease / Contract Title Lease / Contract Effective Date Contract / Lease Type Re: Orexigen Therapeautics Clinical Trial NB-CVOT entitled "A Multicenter, Randomized, Double-Blind, Placebo-Controlled Study Assessing the Occurrence of Major Adverse Cardiovascular Events (MACE) in Overnight and Obese Subjects with Cardiovascular Risk Factors Recieving Naltrexone SR/Bupropion SR" (the Study") Letter re: Soltero and Pharma Directions, Inc. as Consultancy 11/9/2012 Executory 8/25/5 Executory 109 Kinkhead Hall Lexington, KY Clinical Study Agreement for 0T-101 1/1/4 Executory 109 Kinkhead Hall Lexington, KY Addendum 2 to the Clinical Study Agreement for NB /1/5 Executory University of Liverpool 765 Brownlow Hill Liverpool, L69 7ZX United Kingdom Consulting Agreement 5/1/2016 Executory University of Liverpool 765 Brownlow Hill Liverpool, L69 7ZX United Kingdom Consulting Agreement 9/11/2015 Executory University of Massachusetts Worcester and UMass Memorial 55 Lake Ave. North AC7-033 Worcester, MA Letter re Site Non-Participation 11/9/2012 Executory HealthCare, Inc. University of Miami 1320 S. Dixie Highway Gables One Tower #650, Locator 2960 Coral Gables, FL Investigator Agreement 4/11/7 Executory University of Miami 1320 S. Dixie Highway Gables One Tower #650, Locator 2960 Coral Gables, FL Letter of Agreement 8/8/2016 Executory University of Miami 1320 S. Dixie Highway Gables One Tower #650, Locator 2960 Coral Gables, FL Exhibit C to Clinical Study Work Order Letter of Agreement 4/4/2017 Executory Ursula Greene 2nd Floor, Palmerston House, Fenian Street Dublin, 2 Ireland Equity Agreements Executory Valeant Slovakia servo. Galvaniho 7/B Batislava, Slovakia Power of Attorney 8/7/2016 Executory Valerie Maher 8657 Frobisher St San Diego, CA Employment Letter Executory Valerie Maher 8657 Frobisher St San Diego, CA Retention Agreement Executory Valerie Maher 8657 Frobisher St San Diego, CA Equity Agreements Executory Value Drug Company 195 Theater Drive Duncansville, PA Pharmaceutical Warehouse and Distribution Services Agreement 7/1/2017 Executory van den Boom & Associates, LLC 9191 Towne Center Drive Suite 575 San Diego, CA Engagement Agreement 6/6/2017 Executory Vane Percy & Roberts Robert Denholm House Bletching Road Nutfiel Surrey RH1 4HW United Kingdom Consulting Agreement 9/25/2015 Executory Vanessa Fraser Vanessa Fraser Vanessa Fraser Vann Bennett Vann Bennett Vann Bennett Veronica Verdon Robinia Court San Diego, CA Amendment No. 1 to Consulting Agreement 3/20/2012 Executory Page 6 of 7

10 Case KG Doc Filed 07/19/18 Page 8 of 9 EXHIBIT B

11 Case KG Doc Filed 07/19/18 Page 9 of 9 Schedule of Orexigen Therapeutics, Inc. Contracts and Leases Lease (Lessor) / Contract Counterparty Lease (Lessor) / Contract Counterparty Address Lease (Lessor) / Contract Counterparty City, State, Zip Lease / Contract Title Lease / Contract Effective Date Contract / Lease Type La Jolla, CA Employment Agreement Executory La Jolla, CA Employment Agreement Amended 1 Executory La Jolla, CA Employment Agreement Amended 2 Executory La Jolla, CA Indemnification Agreement Executory Page 7 of 7

12 Case KG Doc Filed 07/19/18 Page 1 of 8 EXHIBIT B BLACKLINE

13 Case KG Doc Filed 07/19/18 Page 2 of 8 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: OREXIGEN THERAPEUTICS, INC., Debtor. 1 Chapter 11 Case No (KG) RE: D.I , 542 EIGHTEENTH OMNIBUS ORDER (I) AUTHORIZING THE DEBTOR TO REJECT CERTAIN CONTRACTS (II) GRANTING CERTAIN RELATED RELIEF This matter coming before the Court on the Debtor s Eighteenth Omnibus Motion for Entry of an Order (I) Authorizing the Debtor to Reject Certain Contracts and (II) Granting Certain Related Relief (the Motion ) 2 filed by the above-captioned debtor and debtor in possession (the Debtor ); the Court having reviewed the Motion; the Court having found that (i) the Court has jurisdiction over this matter pursuant to 28 U.S.C. 157 and 1334 and the Amended Standing Order of Reference from the United States District Court for the District of Delaware, dated February 29, 2012, (ii) venue is proper in this district pursuant to 28 U.S.C and 1409, (ii) this is a core proceeding pursuant to 28 U.S.C. 157(b), (iv) that this Court may enter a final order consistent with Article III of the United States Constitution; and (v) notice of the Motion and the Hearing was sufficient under the circumstances; after due deliberation the Court having determined that the relief requested in the Motion is necessary and essential for the administration of the Debtor s estate and such relief is in the best interests of the Debtor, its estate and its creditors; and good and sufficient cause having been shown; IT IS HEREBY ORDERED THAT: 1. The Motion is GRANTED; 1 The last four digits of the Debtor s federal tax identification number are The Debtor s mailing address for purposes of this Chapter 11 Case is 3344 North Torrey Pines Court, Suite, La Jolla, CA Capitalized terms not defined herein are defined in the Motion. 1

14 Case KG Doc Filed 07/19/18 Page 3 of 8 2. Pursuant to sections 105(a) and 365(a) of the Bankruptcy Code, the Contracts listed on Exhibit A hereto are hereby rejected by the Debtor, effective as of July 17, 2018 or such later date that the Sale closes (the Closing Date ). If the Closing Date occurs after July 17, 2018, the Debtor shall file a notice of Sale closing (the Closing Notice ) and serve a copy of the Closing Notice on contract counterparties to the Contracts listed on Exhibit A; 3. Pursuant to sections 105(a) and 365(a) of the Bankruptcy Code, the Contracts listed on Exhibit B hereto are hereby rejected by the Debtor, effective as of July 31, 2018; Notwithstanding the relief granted herein and any actions taken hereunder, nothing in the Motion or this Order shall: (i) constitute an admission as to the validity or priority of any claim against the Debtor; (ii) constitute a waiver of the Debtor s rights to dispute any claim; or (iii) prejudice the Debtor s rights to assert that any of the Contracts are not executory or unexpired within the meaning of section 365 of the Bankruptcy Code; enforceable upon its entry; The terms and conditions of this order shall be immediately effective and The rejection of the Contracts complies with the requirements of Bankruptcy Rule 6006(f); and This Court shall retain jurisdiction to hear and determine all matters arising from or related to the implementation of this order. Dated:, 2018 Wilmington, Delaware THE HONORABLE KEVIN GROSS UNITED STATES BANKRUPTCY JUDGE 2

15 Case KG Doc Filed 07/19/18 Page 4 of 8 Document comparison by Workshare 9.5 on Thursday, July 19, :23:22 AM Input: Document 1 ID Description Document 2 ID Description Rendering set interwovensite://wil-dms/wilm/ /2 # v2<WILM> - Orexigen - Eighteenth Omni Rejection Motion - Order N:\NRPortbl\WILM\TMANN\ _3.docx N:\NRPortbl\WILM\TMANN\ _3.docx Standard Legend: Insertion Deletion Moved from Moved to Style change Format change Moved deletion Inserted cell Deleted cell Moved cell Split/Merged cell Padding cell Statistics: Count Insertions 7 Deletions 5 Moved from 0 Moved to 0 Style change 0 Format changed 0 Total changes 12

16 Case KG Doc Filed 07/19/18 Page 5 of 8 EXHIBIT A

17 Case KG Doc Filed 07/19/18 Page 6 of 8 Schedule of Orexigen Therapeutics, Inc. Contracts and Leases Lease (Lessor) / Contract Lease (Lessor) / Contract Lease (Lessor) / Contract Counterparty Counterparty Address Counterparty City, State, Zip Lease / Contract Title Lease / Contract Effective Date Contract / Lease Type The University of Liverpool 765 Brownlow Hill Liverpool L69 7ZX United Kingdom Amendment No 1. to Consulting Agreement 3/17/2016 Executory The University of North Carolina at Chapel Hill 104 Airport Drive Suite 2 Chapel Hill, NC Supported Research Agreement 11/1/9 Executory The University of North Carolina at Agreement Between The University of North Carolina at 104 Airport Drive Suite 2 Chapel Hill, NC Chapel Hill Chapel Hill and Orexigen Therapeutics, Inc. 8/4/2010 Executory The University of North Carolina at Chapel Hill 104 Airport Drive Suite 2 Chapel Hill, NC Amendment No. 1 to Consulting Agreement 5/25/2012 Executory Thermo Fisher Scientific Inc., BioPharma Services Division 3701 Corporate Parkway Suite 220 Center Valley, PA Pharmaceutical Logistics Master Services Agreement 9/22/2016 Executory La Jolla, CA Employment Agreement Executory La Jolla, CA Employment Agreement Amended 1 Executory La Jolla, CA Employment Agreement Amended 2 Executory La Jolla, CA Employment Agreement Amended 3 Executory La Jolla, CA Indemnification Agreement Executory Thomas Eastep Thomas Eastep Thomas Eastep La Jolla, CA Employment Agreement Executory La Jolla, CA Employment Agreement Amended 1 Executory La Jolla, CA Employment Agreement Amended 2 Executory La Jolla, CA Indemnification Agreement Executory Thomas M. Coffman, MD Division of Nephrology, Department of Medicine, Duke University Medical Center P.O. Box , Durham, NC Consulting Agreement 11/17/2010 Executory MSRB2, Room 2018, 2 Genome Court Thomas Solomon Thomas Solomon Thomas Solomon Thomas Wadden, PhD University of Pennsylvania School of Medicine 3535 Market Street, Philadelphia, PA Expert Panel Discussion June 25 and 26, 9 Executory Suite 3029 Thomson Pharmaceutical Services, Division of Thompson Scientific, 101 Gibraltar Road Suite Horsham, PA Development of IND Submission Dossier for Olanzapine/Zonisamide (OZ) Thomson Project Reference 8/27/2017 Executory Inc. ORE Thomson Reuters 50 California St San Francisco, CA Order Form to Webcasting Services Agreement (One Time Service) 12/12/2012 Executory Thomson Reuters 50 California St San Francisco, CA Services Agreement 5/12/2011 Executory Thomson Reuters (Scientific) LLC 1500 Spring Garden Street Fourth Floor Philadelphia, PA Intellectual Property & Science Order Form 6/29/2016 Executory Thomson Scientific, Inc. Thomson Scientific 101 Gibraltar Rd, Suite Horsham, PA General Services Agreement 7/12/7 Executory Page 1 of 7

18 Case KG Doc Filed 07/19/18 Page 7 of 8 Schedule of Orexigen Therapeutics, Inc. Contracts and Leases Lease (Lessor) / Contract Lease (Lessor) / Contract Lease (Lessor) / Contract Counterparty Counterparty Address Counterparty City, State, Zip Lease / Contract Title Lease / Contract Effective Date Contract / Lease Type Tito Vincent Fajardo Tito Vincent Fajardo Tito Vincent Fajardo Todd Lorenz, MD 5 Robert Road Orinda, CA Consulting Agreement 5/1/6 Executory Tom Boone 2715 Kelly Knoll Lane Newbury Park, CA Orexigen Therapeutics, Inc. Amendment No. 1 to Consulting Agreement 6/30/2014 Executory Tomi Luan Ridge Way Mission Viejo, CA Statement of Work Number 1 4/4/2016 Executory Tomlin Consulting LLC Sabre Hill Drive #176 San Diego, CA Orexigen Therapeutics, Inc. Consulting Agreement 9/2/9 Executory Torreya Capital, a Division of Engagement of Torreya Capital as Strategic Advisor to 555 Madison Avenue New York, NY Financial West Investment Group Orexigen Therapeutics, Inc. (Letter) 3/15/2017 Executory Torreya Insights LLC 555 Madison Avenue New York, NY Orexigen Therapeutics, Inc. Consulting Agreement 6/9/2015 Executory Torreya Insights LLC 555 Madison Avenue New York, NY Termination of Consulting Agreement Dated June 9, 2015 Between Orexigen Therapeutics, Inc. and Torerya 1/15/2016 Executory Insights, LLC Torys, LLP 79 Wellington St. W., 30th Floor TD South Tower, Box 270 Toronto, ON M5K 1N2 Canada Engagement Confirmation- Orexigen Therapeutics, Inc. 12/9/2016 Executory Total Renal Research, Inc., d/b/a DaVita Clinical Research 828 South 8th Street Suite 300 Minneapolis, MN Master Services Agreement 5/15/2012 Executory Total Renal Research, Inc., d/b/a DaVita Clinical Research 825 South 8th Street Suite 300 Minneapolis, MN Orexigen Therapeutics, Inc. Master Services Agreement 5/15/2012 Executory Total Renal Research, Inc., d/b/a DaVita Clinical Research 825 South 8th Street Suite 300 Minneapolis, MN Letter of Indemnity Re: Protocol NaltrexBuprop /27/2016 Executory Touch Medical Media The White House Mill Rd Goring On Thames Rg8 9DD United Kingdom Insertion Order 4/8/2015 Executory Towers Watson Delaware Inc. Executory TR Jacklin Consulting, LLC 1334 State Road Coopersburg, PA Consulting Agreement 9/9/2015 Executory TR Jacklin Consulting, LLC 1334 State Road Coopersburg, PA Consulting Agreement 11/6/2016 Executory Tracey Dobbyn 2nd Floor, Palmerston House, Fenian Street Dublin, 2 Ireland Employment Letter Executory Tracey Dobbyn 2nd Floor, Palmerston House, Fenian Street Dublin, 2 Ireland Equity Agreements Executory Tracy Arce Tracy Arce Tracy Arce Tracy Munoz-Maines Soria Circle Mission Viejo, CA Equity Agreements Executory TransPerfect Global, Inc. Three Park Avenue New York, NY Services Agreement 1/27/2016 Executory TV Squared Inc. Executory Tyler Kemp Tyler Kemp Tyler Kemp VA National Acquisition Center, U.S Department of Veterans Affairs, Product Deletion Request for Modification Form VA FSS FSS Bldg 37, 1st Ave. North of Hines, IL VA Federal Supply Schedule Pharmaceutical Schedules Cermak Road, PO Box 76 12/15/2017 Executory U.S Small Business Administration Office of Government Contract- Area VI 455 Market Street, Suite 600 San Francisco, CA SBA Size Determination File No FDA Waiver Request No. 2010BBB Standard Size: 500 2/2/2010 Executory U.S. Bank, N.A. Attn Ibrahimha Kane CN-OH-W6TC Cincinnati, OH Securities Account Control Agreement 8/5/8 Executory P.O. Box 76, Building 37 1st U.S. Department of Veterans Affairs Avenue, North of Cermak Road Hines, IL Contract Requirements & Reminders 2/21/2017 Executory U.S. Telepacific Corp. dba TelePacific Communications 515 S. Flower Street 47th Floor Los Angeles, CA Service Agreement 11/12/2013 Executory UCSD Clinical Trials Administrative 9500 Gilman Drive Kalmia Building La Jolla, CA Clinical Research Agreement 2/27/7 Executory Unire Real Estate Group, Inc El Camino Real Suite 210 San Diego, CA Consent to Sublease 8/29/8 Executory Unire Real Estate Group, Inc El Camino Real Suite 210 San Diego, CA Change in Property Management Firms 1/29/8 Executory Page 2 of 7

19 Case KG Doc Filed 07/19/18 Page 8 of 8 Schedule of Orexigen Therapeutics, Inc. Contracts and Leases Lease (Lessor) / Contract Lease (Lessor) / Contract Lease (Lessor) / Contract Counterparty Counterparty Address Counterparty City, State, Zip Lease / Contract Title Lease / Contract Effective Date Contract / Lease Type Unire Real Estate Group, Inc El Camino Real Suite 210 San Diego, CA Lease Agreement 1/29/8 Executory United Van Lines, LLC One United Drive Fenton, MO Transportation Services Agreement 7/11/6 Executory University College Hospitals, Bariatric Centre for Weight Ground Floor West 250 Euston Management and Metabolic Road London NW1 2PG United Kingdom Charitiable Grant Agreement 3/1/2016 Executory Surgery University Court of the University of Glasgow University Avenue Glasgow G12 BQQ Scotland Consulting Agreement 9/11/2015 Executory University of Bath Claverton Down Bath, BA2 7AY United Kingdom Consulting Agreement 3/27/2015 Executory University of Bath Claverton Down Bath, BA2 7AY United Kingdom Amendment No.1 to Consulting Agreement 2/23/2016 Executory University of Colorado Denver Colorado Center for Health and Wellness, C E. Montview Aurora, CO Blvd. University of Iowa, Division of G-20 Pharmacy Building 115 S. Pharmaceutical Service, College of Grand Pharmacy University of Kentucky Research Foundation University of Kentucky Research Foundation Iowa City, IA Re: Orexigen Therapeautics Clinical Trial NB-CVOT entitled "A Multicenter, Randomized, Double-Blind, Placebo-Controlled Study Assessing the Occurrence of Major Adverse Cardiovascular Events (MACE) in Overnight and Obese Subjects with Cardiovascular Risk Factors Recieving Naltrexone SR/Bupropion SR" (the Study") Letter re: Soltero and Pharma Directions, Inc. as Consultancy 11/9/2012 Executory 8/25/5 Executory 109 Kinkhead Hall Lexington, KY Clinical Study Agreement for 0T-101 1/1/4 Executory 109 Kinkhead Hall Lexington, KY Addendum 2 to the Clinical Study Agreement for NB /1/5 Executory University of Liverpool 765 Brownlow Hill Liverpool, L69 7ZX United Kingdom Consulting Agreement 5/1/2016 Executory University of Liverpool 765 Brownlow Hill Liverpool, L69 7ZX United Kingdom Consulting Agreement 9/11/2015 Executory University of Massachusetts Worcester and UMass Memorial 55 Lake Ave. North AC7-033 Worcester, MA Letter re Site Non-Participation 11/9/2012 Executory HealthCare, Inc. University of Miami 1320 S. Dixie Highway Gables One Tower #650, Locator 2960 Coral Gables, FL Investigator Agreement 4/11/7 Executory University of Miami 1320 S. Dixie Highway Gables One Tower #650, Locator 2960 Coral Gables, FL Letter of Agreement 8/8/2016 Executory University of Miami 1320 S. Dixie Highway Gables One Tower #650, Locator 2960 Coral Gables, FL Exhibit C to Clinical Study Work Order Letter of Agreement 4/4/2017 Executory Ursula Greene 2nd Floor, Palmerston House, Fenian Street Dublin, 2 Ireland Equity Agreements Executory Valeant Slovakia servo. Galvaniho 7/B Batislava, Slovakia Power of Attorney 8/7/2016 Executory Valerie Maher 8657 Frobisher St San Diego, CA Employment Letter Executory Valerie Maher 8657 Frobisher St San Diego, CA Retention Agreement Executory Valerie Maher 8657 Frobisher St San Diego, CA Equity Agreements Executory Value Drug Company 195 Theater Drive Duncansville, PA Pharmaceutical Warehouse and Distribution Services Agreement 7/1/2017 Executory van den Boom & Associates, LLC 9191 Towne Center Drive Suite 575 San Diego, CA Engagement Agreement 6/6/2017 Executory Vane Percy & Roberts Robert Denholm House Bletching Road Nutfiel Surrey RH1 4HW United Kingdom Consulting Agreement 9/25/2015 Executory Vanessa Fraser Vanessa Fraser Vanessa Fraser Vann Bennett Vann Bennett Vann Bennett Veronica Verdon Robinia Court San Diego, CA Amendment No. 1 to Consulting Agreement 3/20/2012 Executory Page 3 of 7