INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Directors and Stockholders of
Orexigen Therapeutics, Inc.
We have audited the accompanying balance sheets of Orexigen
Therapeutics, Inc. (a development stage company) as of
December 31, 2005 and 2006 and the related statements of
operations, redeemable convertible preferred stock and
stockholders equity (deficit), and cash flows for the
years ended December 31, 2004, 2005 and 2006 and for the
period from September 12, 2002 (inception) to
December 31, 2006. These financial statements are the
responsibility of the Companys management. Our
responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with the standards of the
Public Company Accounting Oversight Board (United States). Those
standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are
free of material misstatement. We were not engaged to perform an
audit of the Companys internal control over financial
reporting. Our audits included consideration of internal control
over financial reporting as a basis for designing audit
procedures that are appropriate in the circumstances, but not
for the purpose of expressing an opinion on the effectiveness of
the Companys internal control over financial reporting.
Accordingly, we express no such opinion. An audit also includes
examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by
management, and evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable
basis for our opinion.
In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial position
of Orexigen Therapeutics, Inc. (a development stage company) at
December 31, 2005 and 2006 and the results of its
operations and its cash flows for the years ended
December 31, 2004, 2005 and 2006 and for the period from
September 12, 2002 (inception) to December 31, 2006,
in conformity with U.S. generally accepted accounting principles.
As discussed in Note 2 to the financial statements,
Orexigen Therapeutics, Inc. changed its method of accounting for
share-based payments as required by Statement of Financial
Accounting Standards No. 123 (revised in 2004),
Share-Based Payment, on January 1, 2006.
San Diego, California
February 14, 2007,
except for Note 11, as to which the date is
March 28, 2007