May 3, 2016
VIA EDGAR
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Mail Stop 4720
| Attn: | Dorrie Yale |
| Joseph McCann |
| Suzanne Hayes |
| Re: | Orexigen Therapeutics, Inc. |
| Registration Statement on Form S-3 |
| Filed March 15, 2016 |
| File No. 333-210224 |
| Acceleration Request |
Requested Date: May 5, 2016
Requested Time: 4:00PM Eastern Time
Ladies and gentlemen:
In accordance with Rule 461 under the Securities Act of 1933, as amended, the undersigned registrant (the “Registrant”) hereby requests that the Securities and Exchange Commission (the “Commission”) take appropriate action to cause the Registration Statement on Form S-3 (File No. 333-210224) (the “Registration Statement”) to become effective on Thursday, May 5, 2016, at 4:00 p.m. Eastern Daylight Time, or as soon as practicable thereafter, or at such later time as the Registrant may orally request via telephone call to the staff of the Commission (the “Staff”). The Registrant hereby authorizes each of David Peinsipp, Karen Deschaine and Jonie Kondracki of Cooley LLP, counsel to the Registrant, to make such request on its behalf.
Once the Registration Statement has been declared effective, please orally confirm that event with David Peinsipp of Cooley LLP, counsel to the Registrant, at (415) 693-2177, or in his absence, Karen Deschaine at (858) 550-6088 or Jonie Kondracki at (415) 693-2174.
In connection with this request, the Registrant acknowledges that:
| • | should the Commission or the Staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing; |
3344 N. Torrey Pines Ct., Suite 200 • La Jolla, California 92037 • TEL: (858) 875-8600
| • | the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and |
| • | the Registrant may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. |
| Very truly yours, | ||
| Orexigen Therapeutics, Inc. | ||
| By: | /s/ Michael A. Narachi | |
| Name: Michael A. Narachi | ||
| Title: President and Chief Executive Officer | ||
| cc: | David Peinsipp, Cooley LLP |
Karen Deschaine, Cooley LLP
Jonie Kondracki, Cooley LLP
3344 N. Torrey Pines Ct., Suite 200 • La Jolla, California 92037 • TEL: (858) 875-8600