MASTER ASSIGNMENT AND ACCEPTANCE

Exhibit E

This Master Assignment and Acceptance (the “Assignment and Acceptance”) is dated as of the Effective Date set forth below and is entered into by and among each Person listed as an “Assignor” on Schedule II hereto (each an “Assignor”) and each Person listed as an “Assignee” on Schedule II hereto (each an “Assignee”). It is understood and agreed that the rights and obligations of the Assignors and of the Assignees hereunder are several and not joint. Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by each Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Acceptance as if set forth herein in full.

SECTION 1. Assignments. For consideration as set forth herein, the Assignors (each of whom holds a New Money Loan Commitment immediately prior to the Effective Date in the principal amount set forth opposite such Assignor’s name on Schedule I hereto) hereby irrevocably sell and assign to the Assignees, and the Assignees hereby irrevocably purchase and assume from the Assignors (with such sales and assignments to, and purchases and assumptions by, the Assignees to be allocated among the Assignees such that, immediately upon the Effective Date, the Assignors and Assignees shall each have a New Money Loan Commitment in such amount, as set forth opposite such Assignor’s or Assignee’s name on Schedule II hereto), subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the DIP Administrative Agent as contemplated below, (i) all of the Assignors’ rights and obligations in their respective capacities as DIP Lenders under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the New Money Loan Commitments being sold and assigned to, and purchased and assumed by, the Assignees pursuant hereto, and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignors (in their respective capacities as DIP Lenders) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by the Assignors to the Assignees pursuant to clauses (i) and (ii) above being referred to herein collectively as the “Assigned Interests”). Without limiting the foregoing, the Assigned Interest being acquired by each Assignee hereunder shall include the right of such Assignee to receive its Roll-Up Percentage of any Roll-Up Loans deemed made after the Effective Date. Each such sale and assignment is without recourse to any Assignor and, except as expressly provided in this Assignment and Acceptance, without representation or warranty by any Assignor. Immediately after giving effect to the sales and assignments to, and purchases and assumptions by, the Assignees of the Assigned Interests, each Assignor and each Assignee shall have a New Money Loan Commitment in the amount and in the percentage set forth opposite such Assignor’s or Assignee’s name on Schedule II hereto.

SECTION 2. Payments. Pursuant to Section 12.15(b) of the Credit agreement, a $5,000 processing and recordation fee shall be payable by each Assignee to the DIP Administrative Agent in respect of the New Money Loan Commitments being assigned to such Assignee hereunder. Payment of such processing and recordation fees shall be made to the following bank account of the DIP Administrative Agent:

Name of Bank	Wilmington Trust, N.A.
ABA #:	▇▇▇▇▇▇▇▇▇
Acct. #:	128221-001
Acct. Name::	Orexigen DIP Fee Account

SECTION 3. Effective Date. The effective date for this Assignment and Acceptance shall be the date set forth below; provided that the following conditions precedent have been satisfied on or before the Effective Date:

a) This Assignment and Acceptance shall have been executed and delivered by each Assignor, each Assignee, the Borrower and the DIP Administrative Agent;

b) Each Assignee shall have provided to the DIP Administrative Agent (i) any tax forms required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by such Assignee and (ii) a duly completed Administrative Questionnaire; and

c) Each Assignee shall have paid to the DIP Administrative Agent, for its own account, the processing and recordation fee referred to in Section 2.

SECTION 4. Defined Terms.

1.	Assignors:	Each Person listed as an “Assignor” on Schedule II hereto

2.	Assignees:	Each Person listed as an “Assignee” on Schedule II hereto

3.	Borrower:	Orexigen Therapeutics, Inc., a Delaware corporation

4.	DIP Administrative Agent:	Wilmington Trust, National Association, as agent under the Credit Agreement

5.	Credit Agreement:	Debtor in Possession Credit and Security Agreement, dated as of March 12, 2018 (as amended, amended and restated, supplemented, waived or otherwise modified from time to time), among the Borrower, the DIP Lenders from time to time party thereto and the DIP Administrative Agent.

Effective Date: April ___, 2018

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The terms set forth in this Assignment and Acceptance are hereby agreed to:

	ASSIGNORS

ASSIGNOR:	BAUPOST GROUP SECURITIES L.L.C

	By:	/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
	Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
	Title: Partner
	Date: April 9, ▇▇▇▇

	▇/▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ and Trust ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
	▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
	Attn: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇