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Orexigen Therapeutics, Inc. Prices Offering of $100 Million of Convertible Senior Notes
Date:12/3/2013

225 shares per $1,000 principal amount, which is equivalent to an initial conversion price of approximately $8.19 per share of common stock, and is subject to adjustment under the terms of the Notes. The initial conversion price of the Notes represents a premium of approximately 32.5% to the $6.18 per share closing price of the Company's common stock on December 2, 2013. The sale of the Notes is expected to close on December 6, 2013, subject to customary closing conditions.

The Company estimates that the net proceeds from the offering will be approximately $96.1 million after deducting the initial purchasers' discounts and commissions and the estimated offering expenses payable by it.  The Company intends to use the net proceeds from the offering of the Notes for working capital and other general corporate purposes. The Company may also use a portion of the net proceeds to in-license or acquire new businesses or products; however, the Company has no current commitments or obligations to do so.

The Notes were offered to qualified institutional buyers pursuant to Rule 144A under the Securities Act. Neither the Notes nor the shares of Company's common stock issuable upon conversion of the Notes, if any, have been registered under the Securities Act or the securities laws of any other jurisdiction and may not be offered or sold in the United States absent registration or an applicable exemption from such registration requirements.

This press release does not constitute an offer to sell or the solicitation of an offer to buy any notes or common stock, nor shall there be any sale of notes or common stock in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any state or any jurisdiction. Any offer, if at all, will be made only pursuant to Rule 144A under the Securities Act.

Forward‐Looking Statements Ore
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SOURCE Orexigen Therapeutics, Inc.
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