AMENDED AND RESTATED
BYLAWS OF OREXIGEN THERAPEUTICS, INC.
ARTICLE I CORPORATE OFFICES
1.1 REGISTERED OFFICE.
The registered office of Orexigen Therapeutics, Inc. shall be fixed in the corporations
certificate of incorporation, as the same may be amended from time to time.
1.2 OTHER OFFICES.
The corporations board of directors (the Board) may at any time establish other
offices at any place or places where the corporation is qualified to do business.
ARTICLE II MEETINGS OF STOCKHOLDERS
2.1 PLACE OF MEETINGS.
Meetings of stockholders shall be held at any place, within or outside the State of Delaware,
designated by the Board. The Board may, in its sole discretion, determine that a meeting of
stockholders shall not be held at any place, but may instead be held solely by means of remote
communication as authorized by Section 211(a)(2) of the Delaware General Corporation Law (the
DGCL). In the absence of any such designation or determination, stockholders meetings
shall be held at the corporations principal executive office.
2.2 ANNUAL MEETING.
The annual meeting of stockholders shall be held each year. The Board shall designate the
date and time of the annual meeting. At the annual meeting, directors shall be elected and any
other proper business may be transacted.
2.3 SPECIAL MEETING.
A special meeting of the stockholders may be called at any time by the Board, chairperson of
the Board, chief executive officer or president (in the absence of a chief executive officer), but
such special meetings may not be called by any other person or persons.
No business may be transacted at such special meeting other than the business specified in
such notice to stockholders. Nothing contained in this paragraph of this Section 2.3 shall be
construed as limiting, fixing, or affecting the time when a meeting of stockholders called by
action of the Board may be held.