OREXIGEN THERAPEUTICS, INC.
INVESTORS RIGHTS AGREEMENT
THIS INVESTORS RIGHTS AGREEMENT (this Agreement) is made as of January 20, 2004, by and
among Orexigen Therapeutics, Inc., a Delaware corporation (the Company), the parties listed on
Schedule A hereto (collectively, the Investors and each individually, an Investor).
In connection with the purchase and sale of shares of Series A Preferred Stock pursuant to the
terms of a Series A Preferred Stock Purchase Agreement of even date herewith by and among the
Company and the other parties thereto (the Purchase Agreement) the Company and the Investors
desire to provide for the rights of the Investors with respect to information about the Company and
with respect to restriction.
NOW, THEREFORE, in consideration of the mutual promises and covenants set forth herein, the
parties hereto agree as follows:
1. Registration Rights The Company covenants and agrees as follows:
1.1 Definitions For purposes of this Agreement:
(a) The term Act means the Securities Act of 1933, as amended.
(b) The term Change in Control means any transaction or series of related transactions
deemed to be a liquidation, dissolution or winding up of the Company pursuant to the Companys then
current Certificate of Incorporation.
(c) The term Common Stock means the common stock of the Company.
(d) The terms Form S-1, Form S-3 and Form S-8 mean such forms under the Act as in effect
on the date hereof or any successor registration form, document or policy subsequently adopted by
the SEC to replace such forms, or in the case of Form S-3, any registration form under the Act
subsequently adopted by the SEC which permits inclusion or incorporation of substantial information
by reference to other documents filed by the Company with the SEC.
(e) The term Holder means any person owning or having the right to acquire Registrable
Securities or any assignee thereof in accordance with Section 3 hereof.
(f) The term IPO shall mean the closing of the Companys first firm commitment, underwritten
public offering registered under the Act in connection with which all