The Board of Directors of Orexigen Therapeutics, Inc. (the "Company") sets high standards for the Company's employees, officers and directors. Implicit in this philosophy is the importance of sound corporate governance. It is the duty of the Board of Directors to serve as a prudent fiduciary for shareholders and to oversee the management of the Company's business. To fulfill its responsibilities and to discharge its duty, the Board of Directors follows the procedures and standards that are set forth in these guidelines. These guidelines are subject to modification from time to time as the Board of Directors deems appropriate in the best interests of the Company or as required by applicable laws and regulations.
*On February 26, 2010, the Company’s Board of Directors approved an amendment to the Code of Business Conduct and Ethics (the “Code”). The substantive portion of the amendment (i) adds the Company’s General Counsel, in addition to the Company’s Chief Financial Officer, as a contact for questions regarding the Code and reporting suspected violations of the Code, (ii) requires pre-approval of the General Counsel for work activity that requires communication with any member or employee of a legislative body or with any government official or employee, and (iii) clarifies the provisions regarding volunteer political activities. In addition, on May 27, 2010 the Company’s Board of Directors approved an additional amendment to the Code. The substantive portion of this additional amendment adds general guidelines for employees and directors with respect to (i) potential business opportunities employees and directors may encounter, (ii) competition and fair dealing, including relationships with suppliers and customers, and (iii) meetings with competitors and activities involving professional organizations and trade associations as these meetings and activities related to compliance with antitrust laws. Finally, on November 29, 2012 the Company’s Board of Directors approved an additional amendment to the Code. The substantive portion of this additional amendment adds general guidelines detailing the Company’s commitment to deal with third parties fairly, honestly, and with integrity, and eliminates the restriction preventing directors to be employed by, serve as a director of, or provide services to a company that the director knows or suspects is a material customer, supplier or competitor of the Company. The above summary is qualified in its entirety by reference to the full text of the Code, a copy of which is available to the right under “Governance Documents.