0001193125-16-579970 Sample Contracts

EMPLOYMENT AGREEMENT
Employment Agreement • May 5th, 2016 • Orexigen Therapeutics, Inc. • Pharmaceutical preparations • California

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”).

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OREXIGEN THERAPEUTICS, INC. AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT FEBRUARY 2, 2016
Employment Agreement • May 5th, 2016 • Orexigen Therapeutics, Inc. • Pharmaceutical preparations • California

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 CANNELL (“Executive”). All capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Agreement.

SEPARATION AGREEMENT BY AND BETWEEN OREXIGEN THERAPEUTICS, INC. AND TAKEDA PHARMACEUTICAL COMPANY LIMITED DATED MARCH 15, 2016
Separation Agreement • May 5th, 2016 • Orexigen Therapeutics, Inc. • Pharmaceutical preparations

THIS SEPARATION AGREEMENT (the “Agreement”) is made and entered into as of March 15, 2016 (the “Effective Date”), by and between Orexigen Therapeutics, Inc., a Delaware corporation located at 3344 N. Torrey Pines Court, Suite 200, La Jolla, California 92037, United States of America, and Takeda Pharmaceutical Company Limited, a Japanese corporation with a principal place of business at 1-1, Doshomachi 4-Chome Chuo-ku, Osaka 540-8645, Japan. As provided in Article 1, capitalized terms not otherwise defined herein have the meanings set forth in the “Collaboration Agreement” defined below.

OREXIGEN THERAPEUTICS, INC. AMENDMENT NO. 2 TO SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT FEBRUARY 4, 2016
Employment Agreement • May 5th, 2016 • Orexigen Therapeutics, Inc. • Pharmaceutical preparations • California

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 Jolla, CA 92037 and MICHAEL NARACHI (“Executive”), and AMENDMENT NO. 1 TO THE SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT dated February 15, 2013 (the “First Amendment”). All capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Agreement.

OREXIGEN THERAPEUTICS, INC. Performance Stock Unit Award Agreement
Performance Stock Unit Award Agreement • May 5th, 2016 • Orexigen Therapeutics, Inc. • Pharmaceutical preparations

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 Award Agreement, which includes Appendix A attached hereto and incorporated herein (the “Agreement”), is [●]. Subject to the terms of this Agreement and of the Plan, the principal features of this award are as follows:

OREXIGEN THERAPEUTICS, INC. AMENDMENT NO. 2 TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT FEBRUARY 5, 2016
Employment Agreement • May 5th, 2016 • Orexigen Therapeutics, Inc. • Pharmaceutical preparations • California

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 Jolla, CA 92037 and PRESTON KLASSEN, M.D. (“Executive”), and AMENDMENT NO. 1 TO THE AMENDED AND RESTATED EMPLOYMENT AGREEMENT dated February 15, 2013 (the “First Amendment”). All capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Agreement.

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