Case KG Doc 477 Filed 07/10/18 Page 1 of 8 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE. Chapter 11

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1 Case KG Doc 477 Filed 07/10/18 Page 1 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) Hearing Date: July 31, 2018 at 10 a.m. Objection Deadline: July 24, 2018 at 4 p.m. DEBTOR S SECOND OMNIBUS MOTION FOR ENTRY OF AN ORDER (I) AUTHORIZING THE DEBTOR TO REJECT CERTAIN CONTRACTS AND (II) GRANTING CERTAIN RELATED RELIEF PARTIES RECEIVING THIS MOTION SHOULD LOCATE THEIR NAMES AND THEIR CONTRACTS LISTED ON EXHIBIT A, ATTACHED HERETO. The above-captioned debtor and debtor in possession (the Debtor ) moves this Court for the entry of an order pursuant to sections 105(a) and 365 of the Bankruptcy Code: (i) authorizing the Debtor to reject certain contracts and (ii) granting certain related relief. In support of this motion (the Motion ), the Debtor respectfully represents as follows: 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

2 Case KG Doc 477 Filed 07/10/18 Page 2 of 8 BACKGROUND 1. On March 12, 2018 (the Petition Date ), the Debtor filed a voluntary petition for relief under chapter 11 of the Bankruptcy Code. 2. The Debtor continues to operate its businesses and manage its properties as a debtor in possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code. No trustee or examiner has been appointed in the Debtor s cases. 3. An overview of the Debtor s history and business, a summary of the events leading to the commencement of this chapter 11 case, and the facts supporting this Motion are set forth in the Declaration of Michael A. Narachi in Support of First Day Relief (the First Day Declaration ) [Docket No. 3], filed on the Petition Date and incorporated by reference herein. 4. The Debtor is party to a significant number of prepetition executory contracts and unexpired leases (collectively, the Contracts ). On June 28, 2018, the Court entered Order (I) Approving the Sale of Substantially All Assets of the Debtor Free and Clear of Liens, Encumbrances, Claims and Interests, (II) Approving the Assumption and Assignment of Designated Executory Contracts and Unexpired Leases, and (III) Granting Related Relief (the Sale Order ) (Docket No. 438). Pursuant to the Sale Order, the Sale (as defined in the Sale Order) is scheduled to close on July 13, Accordingly, the Debtor s day-to-day operations have changed significantly and the Debtor has identified certain Contracts that no longer provide meaningful value to the Debtor or its estate. 2

3 Case KG Doc 477 Filed 07/10/18 Page 3 of 8 5. By this Motion the Debtors seek to reject the Contracts listed in Exhibit A. 2 I. REJECTION OF THE CONTRACTS IS A SOUND EXERCISE OF THE DEBTOR S BUSINESS JUDGMENT 6. Section 365(a) of the Bankruptcy Code provides that a debtor, subject to the court s approval, may assume or reject any executory contract or unexpired lease. 11 U.S.C. 365(a). Courts routinely approve motions to reject executory contracts or unexpired leases upon a showing that the debtor s decision to take such action will benefit the debtor s estate and is an exercise of sound business judgment. NLRB v. Bildisco & Bildisco, 465 U.S. 513, 523 (1984) (stating that the traditional standard applied by courts to authorize the rejection of an executory contract is that of business judgment ); see also In re Taylor, 913 F.2d 102 (3d. Cir. 1990); In re Buckhead America Corp., 180 B.R. 83 (Bankr. D. Del. 1995). 7. Courts generally will not second-guess a debtor s business judgment concerning the rejection of an executory contract or unexpired lease. See In re Trans World Airlines, Inc., 261 B.R. 103, 121 (Bankr. D. Del. 1) ( A debtor s decision to reject an executory contract must be summarily affirmed unless it is the product of bad faith, or whim or caprice. (internal quotations omitted)). The business judgment test is not a strict standard; it merely requires a showing that either assumption or rejection of the executory contract or unexpired lease will benefit the debtor s estate. N.L.R.B. v. Bildisco (In re Bildisco), 682 F.2d 72, 79 (3rd Cir. 1982) (noting that the usual test for rejection of an executory contract is simply whether rejection would benefit the estate ) aff d, 465 U.S Further, [s]ection 365 enables the trustee to maximize the value of the debtor s estate by assuming executory contracts and 2 Motion. The Debtor reserves the right to remove any Contract from Exhibit A any time prior to the hearing on this 3

4 Case KG Doc 477 Filed 07/10/18 Page 4 of 8 unexpired leases that benefit the estate and rejecting those that do not. L.R.S.C. Co. v. Rickel Home Centers, Inc. (In re Rickel Home Centers, Inc.), 209 F.3d 291, 298 (3d Cir. 0); see also Stewart Title Guar. Co. v. Old Republic Nat'l Title Ins. Co., 83 F.3d 735, 741 (5th Cir. 1996) (section 365 of the Bankruptcy Code allows a trustee to relieve the bankruptcy estate of burdensome agreements which have not been completely performed ). 8. The rejection of the Contracts is an appropriate exercise of the Debtor s business judgment and will reduce the administrative burdens on its estate. The Contracts are financially burdensome and no longer necessary. Further, the Contracts have no marketable value that could be generated through assumption and assignment. Accordingly, the Debtor s continued performance under the Contracts would constitute an unnecessary depletion of value of the Debtor s estates. 9. Further, the Debtor submits that it is appropriate for the Court to authorize rejection retroactive to July 13, 2018, i.e., the expected closing date of the Sale. Although section 365 of the Bankruptcy Code does not address whether a court may order retroactive rejection, many courts have held that they are so empowered. See, e.g., SCS Co. v. Peter J. Schmitt Co., No RRM, 1995 U.S. Dist. LEXIS 22163, at *5 (D. Del. May 15, 1995) (noting that a bankruptcy court has authority to select a retroactive date for the effective date of a lease s rejection); In re Chi-Chi s, Inc., 305 B.R. 396, 399 (Bankr. D. Del. 4) (stating the court s power to grant retroactive relief is derived from the bankruptcy court s equitable powers so long as it promotes the purposes of 365(a) ); In re Mid Region Petroleum, Inc., 111 B.R. 968, 970 (Bankr. N.D. Okla. 1990) (finding that the effective date for the rejection of leases was the date the trustee gave notice of intent to reject); In re Carlisle Homes, Inc., 103 B.R. 524, 535 (Bankr. 4

5 Case KG Doc 477 Filed 07/10/18 Page 5 of 8 D.N.J. 1988) (finding that debtor may reject an executory contract by clearly communicating the intention to reject). 10. Courts in this jurisdiction have approved relief similar to that requested herein. See In re Quicksilver Res. Inc., No (LSS) (Bankr. D. Del. Apr. 15, 2015) (authorizing rejection of executory contracts effective as of specified dates); In re QCE Fin. LLC, No (PJW) (Bankr. D. Del. Apr. 9, 2014) (authorizing rejection of unexpired leases nunc pro tunc to the petition date); In re Longview Power, LLC, No (BLS) (Bankr. D. Del. Feb. 26, 2014) (authorizing rejection of unexpired leases nunc pro tunc to prior notice date); In re Prommis Holdings, LLC, No (BLS) (Bankr. D. Del. June 14, 2013) (same). 11. The balance of equities favors the relief requested herein. Without a retroactive date of rejection, contractual counterparties may attempt to assert additional administrative expenses under the Contracts. Given that the Debtor will have transferred substantially all of its assets to the Purchaser at the closing on July 13, 2018, the Debtor has no use for the Contracts after July 13, Therefore, the Debtors respectfully submit that it is fair and equitable for the Court to order that the Contracts be rejected retroactively as of July 13, II. COMPLIANCE WITH BANKRUPTCY RULE 6006(F) 12. Bankruptcy Rule 6006(f) establishes requirements for a motion to reject multiple executory contracts or unexpired leases that are not each between the same parties. Rule 6006(f) states, in part, that such a motion shall: a. state in a conspicuous place that parties receiving the omnibus motion should locate their names and their contracts or leases listed in the motion; 5

6 Case KG Doc 477 Filed 07/10/18 Page 6 of 8 b. list parties alphabetically and identify the corresponding contract or lease; c. specify the terms, including the curing of defaults, for each requested assumption or assignment; d. specify the terms, including the identity of each assignee and the adequate assurance of future performance by each assignee, for each requested assignment; e. be numbered consecutively with other omnibus motions to assume, assign, or reject executory contracts or unexpired leases; and f. be limited to no more than 100 executory contracts or unexpired leases. 13. Bankr. R. 6006(f). The Debtor respectfully submits that the relief requested in this motion complies with the requirements of Rule 6006(f). III. REQUEST FOR IMMEDIATE RELIEF & WAIVER OF STAY 14. Pursuant to Rule 6004(h) of the Federal Rules of Bankruptcy Procedure (the Bankruptcy Rules ), the Debtor seeks a waiver of any stay of the effectiveness of an order granting this motion, to the extent that it applies to the relief requested in this motion. Bankruptcy Rule 6004(h) provides that [a]n order authorizing the use, sale, or lease of property other than cash collateral is stayed until the expiration of 14 days after entry of the order, unless the court orders otherwise. The relief requested herein is essential to avoid the potential accrual of unnecessary administrative expenses. Accordingly, the Debtor submits that, to the extent that Bankruptcy Rule 6004(h) applies, ample cause exists to justify a waiver of the fourteen-day stay. RESERVATION OF RIGHTS 15. Nothing in the Motion 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 6

7 Case KG Doc 477 Filed 07/10/18 Page 7 of 8 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; NOTICE 16. Notice of this Motion shall be given to: (i) the U.S. Trustee, (ii) counsel to the Committee; (iii) counsel to the DIP Administrative Agent, DIP Lenders, Prepetition Indenture Trustee and Secured Noteholders (each as defined in the First Day Declaration) (iv) the Delaware Secretary of State; (v) the Delaware State Treasury; (vi) the Internal Revenue Service; (vii) the Securities and Exchange Commission; (viii) contractual counterparties to the Contracts listed on Exhibit A; and (ix) any party that has requested notice pursuant to Bankruptcy Rule 2. Due to the nature of the relief requested herein, the Debtors respectfully submit that no further notice of this motion is necessary. WHEREFORE, the Debtor respectfully requests that the Court enter an order substantially in the form attached hereto as Exhibit B, granting: (i) the relief requested herein; and (ii) such other and further relief to the Debtor as the Court may deem proper. Dated: July 10, 2018 Wilmington, Delaware MORRIS, NICHOLS, ARSHT & TUNNELL LLP /s/ Andrew R. Remming Robert J. Dehney (No. 3578) Andrew R. Remming (No. 5120) 1201 N. Market St., 16th Floor P.O. Box 1347 Wilmington, DE Telephone: (302) Facsimile: (302) rdehney@mnat.com aremming@mnat.com 7

8 Case KG Doc 477 Filed 07/10/18 Page 8 of 8 - 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 chris.bryant@hoganlovells.com john.beck@hoganlovells.com Counsel for Debtor and Debtor in Possession

9 EXHIBIT A

10 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 1st Clinical Data Management 2832 Weeping Willow Rd. Chula Vista, CA Orexigen Therapeutics, Inc. Amendment No. 1 to Consulting Agreement 9/5/2017 Executory AbbVie Inc. 1 N. Waukegan Rd. Bldg. AP34 North Chicago, IL Terms and Conditions for Purchase of Goods 11/1/2016 Executory AbbVie Inc. 1 N. Waukegan Rd. Bldg. AP34 North Chicago, IL Quality Agreement 11/1/2016 Executory ABC Labs 4780 Discovery Drive Columbia, MO Project Order 1/5/2017 Executory Abhimanyu Vinayek 4671 Torrey Cir F 201 San Diego, CA Employment Letter Executory Abhimanyu Vinayek 4671 Torrey Cir F 201 San Diego, CA Retention Agreement Executory Abhimanyu Vinayek 4671 Torrey Cir F 201 San Diego, CA Equity Agreements Executory Abigail Auer 3972 Sheldon Dr. NE Atlanta, GA Employment Letter Executory Abigail Auer 3972 Sheldon Dr. NE Atlanta, GA Retention Agreement Executory Abigail Auer 3972 Sheldon Dr. NE Atlanta, GA Equity Agreements Executory Abnology, Inc. Lockhart Britton & Koch, 7777 Alvarado Rd Ste 622 Las Mesa, CA Work Order Number One Amended and Restated 4/14/2014 Executory Absorption Systems LP Oaklands Corporate Center 436 Creamery Way, Ste. 600 Exton, PA In Vitro Study Proposal 11/16/2016 Executory Absorption Systems LP Oaklands Corporate Center 436 Creamery Way, Ste. 600 Exton, PA Master Services Agreement 10/24/2016 Executory Absorption Systems LP Oaklands Corporate Center 436 Creamery Way, Ste. 600 Exton, PA Statement of Work (SOW) 11/11/2016 Executory Absorption Systems LP Oaklands Corporate Center 436 Creamery Way, Ste. 600 Exton, PA Statement of Work (SOW) 12/5/2016 Executory A-Check America, Inc. P.O. Box Glendale, CA Executory Acurian, Inc. 2 Walnut Grove Drive Suite 375 Horsham, PA Master Services Agreement 12/7/2011 Executory Adam Galan 865 Cedar Street Alameda, CA Consulting Agreement 3/13/2015 Executory Adi Mohsin 51 Al Thanya St Umm Suqeim Dubain UAE Equity Agreements Executory Adobe Systems Incorporated 345 Park Ave. San Jose, CA Adobe Sign Sales Order 7/27/2016 Executory Adventist Health System/Sunbelt, Inc, d/b/a Florida Hospital 601 East Rollins Street Orlando, FL Amendment No. 1 to Consulting Agreement 12/31/2012 Executory Adventist Health System/Sunbelt, Inc, d/b/a Florida Hospital 601 East Rollins Street Orlando, FL Consulting Agreement 10/31/2010 Executory Agility Clinical, Inc. 701 Palomar Airport Road Suite 270 Carlsbad, CA Master Services Agreement 1/15/2013 Executory Ahmann, Andrew Oregon Health Sciences University, 3181 SW San Jackson Park Road, Endocronology OP05-DC, Portland OR Acknowledgement Letter 12/12/2012 Executory Ahold Delhaize USA Inc Harrisburg Pike Carlisle, PA Executory Ajay Madan, Ph.D Village Ridge Rd. San Diego, CA Consulting Agreement 2/20/8 Executory Al Tamimi & Co. Advocates The Maze Tower, 15th Floor Dubai, United Arab Emirates Executory Alain Baron, MD Baywind Point San Diego, CA Consulting Agreement 09/ /9 Executory Alain Baron, MD Baywind Point San Diego, CA Letter Agreement 5/8/9 Executory Alain Baron, MD Baywind Point San Diego, CA Letter Agreement 11/23/2010 Executory Alain Baron, MD Baywind Point San Diego, CA Letter re: Termination of Consulting Agreement 9/28/2010 Executory Alain Golay Hopitaux Universitaires de Geneve Geneve 14, 1211 Switzerland Consulting Agreement 9/14/2015 Executory Alan Colowick 335 Santa Rita Avenue Menlo Park, CA Consulting Agreement 6/15/2011 Executory Albany Molecular Research, Inc. 26 Corporate Circle Albany, NY Work Order No /10/2016 Executory Albany Molecular Research, Inc. 26 Corporate Circle Albany, NY Albany Molecular Reseach Work Order 2/26/2018 Executory Albany Molecular Research, Inc. 26 Corporate Circle Albany, NY Work Order No. 6 12/4/2015 Executory Albany Molecular Research, Inc. 26 Corporate Circle Albany, NY Work Order No. 8 5/1/2016 Executory Albany Molecular Research, Inc. 26 Corporate Circle Albany, NY Work Order No. 9 8/8/2016 Executory Albany Molecular Research, Inc. 26 Corporate Circle Albany, NY Statement of Work (SOW) 7/24/2017 Executory Albertsons Companies LLC 250 E Parkcenter Blvd Boise, ID Executory Alcock & McFadden 3760 Convoy Street, Suite 223 San Diego, CA Executory Alcock & McFadden Employment Consultants, Inc Convoy Street San Diego, CA General Human Resources Consulting Agreement 6/25/2015 Executory Alere Wellbeing, Inc. 999 Third Ave. Suite 2100 Seattle, WA Master Services Agreement 11/30/2012 Executory Alex DePaoli 645 Stoddard Lane Santa Barbara, CA Consulting Agreement 4/20/2011 Executory Alexander Kokkinos 5 Dorylaiou St., 11521, Athens, Greece Consulting Agreement 3/23/2016 Executory Page 1 of 3

11 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 Allen Amaro 3351 Summit Sky Blvd. Eugene, OR Amendment No. 5 to Consulting Agreement 12/10/2012 Executory Allen Amaro 3351 Summit Sky Blvd. Eugene, OR Amendment No. 1 to Consulting Agreement 12/10/2012 Executory Allen Amaro 3351 Summit Sky Blvd. Eugene, OR Amendment No. 2 to Consulting Agreement 12/10/2012 Executory Allen Amaro 3351 Summit Sky Blvd. Eugene, OR Amendment No. 3 to Consulting Agreement 10/10/2012 Executory Allen Amaro 3351 Summit Sky Blvd. Eugene, OR Amendment No. 4 to Consulting Agreement 12/10/2012 Executory Allen Amaro 3351 Summit Sky Blvd. Eugene, OR Statement of Work No. 1 4/5/2016 Executory Allen Hulbert, DDS 518 N. 19th Street PO Box 222 Ord, NE Consulting Agreement 11/13/8 Executory Almac Clinical Services Limited 9 Charlestown Road, Seagoe Craigavon, BT63 5PW Northern Master Agreement for the Provision of Clinical Trial Industrial Estate Ireland Services 3/10/6 Executory Alternativ Clinical Trials 109 Crossroad Suite 201 Scottdale, PA Clinical Trial Agreement 5/10/2012 Executory Alternativ Clinical Trials 109 Crossroad Suite 201 Scottdale, PA Addendum 2 to CTA 7/9/2013 Executory Alternativ Clinical Trials 109 Crossroad Suite 201 Scottdale, PA Transfer of Light Study 9/26/2014 Executory Alternativ Clinical Trials 109 Crossroad Suite 201 Scottdale, PA Addendum to CTA 5/4/2013 Executory AMA Physician Professional Data N/A One-Time Data Use Agreement Shall commence upon its execution Executory Amal Souttou 2nd Floor, Palmerston House, Fenian Street Dublin, 2 Ireland Equity Agreements Executory American Medical Association 330 North Wabash Ave Suite User-Customer Agreement for AMA Physician Chicago, IL Professional Data 1/1/2017 Executory American Stock Transfer & Trust Co. P.O. Box Philadelphia, PA no contract Amerisource Bergen Corporation 1300 Morris Drive Chesterbrook, PA Distribution Services Agreement 1/9/2017 Executory Amerisource Bergen Corporation 1300 Morris Drive Chesterbrook, PA Distribution Services Agreement 6/24/2016 Executory Amundsen Group 35 Corporate Drive Suite 450 Burlington, MA Statement of Work (SOW) 10/24/2017 Executory Amundsen Group, a Unit of IMS Health 35 Corporate Drive Suite 450 Burlington, MA Obesity Market Coverage Tracking 9/12/2012 Executory Amy Fox La Jolla, CA Employment Letter Executory Amy Fox La Jolla, CA Retention Agreement Executory Amy Fox La Jolla, CA Equity Agreements Executory Amy Halseth La Jolla, CA Restart Employment Letter Executory Amy Halseth La Jolla, CA Retention Agreement Executory Amy Halseth La Jolla, CA Employment Agreement Executory Amy Halseth La Jolla, CA Employment Agreement Amended 1 Executory Amy Halseth La Jolla, CA Indemnification Agreement Executory Amy Halseth La Jolla, CA Equity Agreements Executory Amy Hulina 1496 Vista Claridad La Jolla, CA Consulting Agreement N/A Executory Amy Hulina 1496 Vista Claridad La Jolla, CA Separation and Consulting Agreement Executory Amy Hulina 1496 Vista Claridad La Jolla, CA Equity Agreements Executory Analgesic Solutions 321 Commonwealth Rd Ste 204 Wayland, MA Services Agreement 8/24/2012 Executory Analytical Bio-Chemistry Laboratories, Inc Discovery Drive Columbia, MD Annual FTE Order 7/1/2010 Executory Analytical Bio-Chemistry Laboratories, Inc Discovery Drive Columbia, MD Project Order 7 1/11/2016 Executory Analytical Bio-Chemistry Laboratories, Inc Discovery Drive Columbia, MD Amendment No. 2 to Master Service Agreement 6/1/2016 Executory Anantha Shekhar, M.D W. 10th Street, Suite 313 Indianapolis, IN Amendment No. 1 to Consulting Agreement 12/4/7 Executory Anantha Shekhar, M.D W. 10th Street Suite 313 Indianapolis, IN Consulting Agreement 12/14/7 Executory Anapharm Inc Einstein Street Quebec City, Province of Quebec, G1P 0A2 Amendment No.1 to Work Order No. A-1 3/4/2016 Executory Anda, Inc Weston Road Weston, FL Distribution Services Agreement 1/24/2017 Executory Page 2 of 3

12 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 Anda, Inc Weston Road Weston, FL Distribution Agreement 12/13/2017 Executory Anderson & Collins Clinical Research, Inc. 1 Ethel Road Suite 106B Edison, NJ Addendum to CTA 2/14/2013 Executory Anderson & Collins Clinical Research, Inc. 1 Ethel Road Suite 106B Edison, NJ Clinical Trial Agreement 6/12/2012 Executory Anderson & Collins Clinical Research, Inc. 1 Ethel Road Suite 106B Edison, NJ Addendum 2 to CTA 7/26/2013 Executory Andrade the Third, LLC 6324 Farmview Drive NW Acworth, GA Amendment No. 1 to Consulting Agreement 1/18/2013 Executory Andrew Goddard, M.D Chadwick Drive Carmel, IN Addendum to Exhibit A 8/25/8 Executory Andrew Goddard, M.D Chadwick Drive Carmel, IN Orexigen Therapeutics, Inc. Consulting Agreement 7/17/7 Executory Angela Rogers 8302 Torrey Gardens Place San Diego, CA Consulting Agreement 8/9/2013 Executory Angelita Horton 116 Bending Oak Way Morrisville, NC Equity Agreements Executory Anna Golding La Jolla, CA Employment Letter Executory Anna Golding La Jolla, CA Retention Agreement Executory Anna Golding La Jolla, CA Equity Agreements Executory Anne Wolf, MS, RD 1710 Allied Street Suite 34 Charlottesville, VA Consulting Agreement 9/1/6 Executory Page 3 of 3

13 Case KG Doc Filed 07/10/18 Page 1 of 3 EXHIBIT B

14 Case KG Doc Filed 07/10/18 Page 2 of 3 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. SECOND 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 Second 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

15 Case KG Doc Filed 07/10/18 Page 3 of 3 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 13, 2018; 3. 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; 4. The terms and conditions of this order shall be immediately effective and 5. The rejection of the Contracts complies with the requirements of Bankruptcy Rule 6006(f); and 6. 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

16 Case KG Doc Filed 07/10/18 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) Hearing Date: July 31, 2018 at 10 a.m. Objection Deadline: July 24, 2018 at 4 p.m. NOTICE OF DEBTOR S SECOND OMNIBUS MOTION FOR ENTRY OF AN ORDER (I) AUTHORIZING THE DEBTOR TO REJECT CERTAIN CONTRACTS AND (II) GRANTING CERTAIN RELATED RELIEF PARTIES RECEIVING THIS MOTION SHOULD LOCATE THEIR NAMES AND THEIR CONTRACTS LISTED ON EXHIBIT A, ATTACHED HERETO. PLEASE TAKE NOTICE that on July 10, 2018, Orexigen Therapeutics, Inc. (the Debtor ) in the above-captioned chapter 11 case, filed the Debtor s Second Omnibus Objection Motion For Entry Of An Order (I) Authorizing The Debtor To Reject Certain Contracts And (II) Granting Certain Related Relief (the Motion ). PLEASE TAKE FURTHER NOTICE that objections, if any, to the approval of the Motion must (a) be in writing; (b) be filed with the Clerk of the Bankruptcy Court, 824 Market Street, 3rd Floor, Wilmington, Delaware 19801, on or before July 24, 2018 at 4:00 p.m. (E.T.) (the Objection Deadline ); and (c) served so as to be received on or before the Objection Deadline by the undersigned counsel to the Debtor. PLEASE TAKE FURTHER NOTICE THAT only objections made in writing and timely filed and received, in accordance with the procedures above, will be considered by the Bankruptcy Court at such hearing. PLEASE TAKE FURTHER NOTICE THAT A HEARING ON THE MOTION WILL BE HELD ON JULY 31, 2018 AT 10:00 A.M. (ET) BEFORE THE HONORABLE KEVIN GROSS AT THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE, 824 NORTH MARKET STREET, 6TH FLOOR, COURTROOM #3, WILMINGTON, DELAWARE 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

17 Case KG Doc Filed 07/10/18 Page 2 of 2 IF YOU FAIL TO RESPOND IN ACCORDANCE WITH THIS NOTICE, THE COURT MAY GRANT THE FINAL RELIEF REQUESTED IN THE MOTION WITHOUT FURTHER NOTICE OR HEARING. July 10, 2018 Wilmington, Delaware MORRIS, NICHOLS, ARSHT & TUNNELL LLP /s/ Andrew R. Remming Robert J. Dehney (No. 3578) Andrew R. Remming (No. 5120) 1201 N. Market St., 16th Floor P.O. Box 1347 Wilmington, DE Telephone: (302) Facsimile: (302) rdehney@mnat.com aremming@mnat.com jbibiloni@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 2