CHEMI shall supply the Bupropion Hydrochloride to OREXIGEN in accordance with (a) the specifications set forth on Schedule A attached hereto, and (b) the specifications, methods, processes and procedures, including site of manufacture, set forth in CHEMI’s drug master file (“DMF”) for Bupropion Hydrochloride filed with the U.S. Food and Drug Administration (“FDA”) pursuant to Section 2.3 (both (a) and (b), including any

modifications approved in accordance with Section 2.2 collectively, the “Specifications”). If CHEMI wishes to make any change to the Specifications (including, but not limited to, any change that could affect the purity, potency, identity and/or physical properties of the Bupropion Hydrochloride or the site of its manufacture), it shall notify OREXIGEN in writing in advance thereof and comply with the requirements of Section 2.2 prior to implementing such change. Such notification shall describe the proposed change in sufficient detail, so as to permit OREXIGEN to understand the reasons for the proposed change and evaluate the impact of such change on its development plans, its plans to seek regulatory approval and its commercialization plans with respect to oral formulations containing Bupropion Hydrochloride (the “Finished Products”). OREXIGEN may request from time to time that CHEMI implement voluntary changes to the Specifications upon written request to CHEMI. CHEMI shall use commercially reasonably efforts to implement such request from OREXIGEN, which if carried out shall be at OREXIGEN’s expense. In the event that a voluntary change to the Specifications is to be implemented, CHEMI shall perform, at OREXIGEN’s expense, all analytical or experimental work in connection with making any such changes, but OREXIGEN shall be responsible, at its expense, for filing all changes proposed by OREXIGEN in connection with any regulatory approval, and for seeking approval of any such change required by each applicable Regulatory Agency (as defined in Section 2.2).

NDAs (or ANDAs, if applicable) and equivalent approvals from Regulatory Agencies in jurisdictions outside the United States, and the right to access the open part of the DMF.

After the Finished Products have received approval for marketing from a Regulatory Agency (the date of such approval hereinafter referred to as the “Qualification Date”) and have been made generally commercially available (hereinafter “Commercial Launch”), CHEMI shall, within [* * *] ([* * *]) business days after OREXIGEN has provided its quarterly forecast, notify OREXIGEN in writing of any prospective problems CHEMI might have with respect to supplying OREXIGEN’s forecasted order quantities. Upon receipt of such notice, the Parties shall promptly discuss the inability to supply the amounts forecasted by OREXIGEN and work in good faith to agree upon

revised forecast amounts. Failing agreement, OREXIGEN’s last submitted forecast shall be deemed to be the new quarterly forecast. The foregoing notice and discussion requirements of this Section 3.2 shall not operate to relieve CHEMI of its obligations pursuant to any Firm Commitment Purchase Order (as defined in Section 3.3), or affect OREXIGEN’s right to pursue any remedies that may be available to it.

Freight and other delivery terms shall be as set forth in Schedule B. Title of the Bupropion Hydrochloride shall pass from CHEMI to OREXIGEN upon receipt by

OREXIGEN or its designated agents of such product at the location specified in the Purchase Order.

CHEMI and OREXIGEN, as applicable, shall be entitled to adjust the Price at any time during the term of this Agreement (to take effect for Purchase Orders accepted after the date of such adjustment) by giving [* * *] ([* * *]) days prior written notice to the other Party solely to take into account any documented and verifiable increases or decreases in the [* * *] resulting from (i) [* * *] (“[* * *] Price Change”), or (ii) changes in [* * *] or [* * *] (other than as a result of [* * *]) or any changes to [* * *] (“[* * *] Price Change”). In the event of (i) a [* * *] Price Change, CHEMI and OREXIGEN shall negotiate in good faith to adjust the Price based on the changes to the [* * *], and (ii) a [* * *] Price Change, the Price shall be increased by an amount equal to [* * *] percent ([* * *]%) of [* * *] Price Change, provided that in either case, if the applicable change results in an increase in the Price payable by OREXIGEN and OREXIGEN disagrees with CHEMI that the [* * *] changes are necessary [* * *], then OREXIGEN shall, within [* * *] ([* * *]) days of receipt of such notice from CHEMI, notify CHEMI in writing of OREXIGEN’s disagreement and the rationale for such disagreement. The

Parties shall thereafter attempt in good faith to agree upon whether such change is necessary and who shall bear the costs due to such change by negotiation and consultation between appropriate representatives of each of the Parties. In the event said representatives are unable to reach a consensus within [* * *] ([* * *]) days, such dispute shall be resolved in accordance with Section 13.3. CHEMI’s costs to manufacture Bupropion Hydrochloride hereunder shall be determined from [* * *] on a consistent basis and in accordance with CHEMI’s standard accounting practices. Reasonably promptly after each [* * *], CHEMI shall give OREXIGEN written notice of CHEMI’s costs to manufacture Bupropion Hydrochloride as of such date.

If CHEMI and OREXIGEN disagree as to the existence of Damage, then they will diligently and in good faith repeat the analyses of samples from the shipment in question and implement suitable controls to determine the source of the discrepancy in results and the cause of any detected Damage, applying all objective and sound principles of

scientific investigation. If after such repeated analyses the disagreement is not resolved within [* * *] ([* * *]) days after the date of OREXIGEN’s notice, the Parties will then submit representative samples of the shipment to a mutually acceptable independent testing lab and the results of said lab shall be binding on CHEMI and OREXIGEN. The costs associated with such submission shall be borne by the Party against which the lab decided.

Notwithstanding any of the foregoing, the term “Proprietary Information” and the obligation of confidentiality associated therewith shall not apply to the following information: (a) information which, at the time of the Disclosing Party’s disclosure to the Receiving Party, is publicly known; (b) information which, after the Disclosing Party’s disclosure to the Receiving Party, becomes publicly known, except where such knowledge is the result of the Receiving Party’s breach of this Agreement or otherwise is the result of any unauthorized disclosure by any of its employees or Representatives; (c) information which, prior to the Disclosing Party’s disclosure to the Receiving Party, was already in the Receiving Party’s possession, as evidenced by its prior written records; or (d) information which, subsequent to the Disclosing Party’s disclosure to the Receiving Party, is obtained by the Receiving Party from a third Party which is lawfully in possession of such information and not subject to a contractual or fiduciary relationship

to the Disclosing Party with respect thereto; or (e) information which was independently developed by or for Receiving Party by an individual without access to, reference of, incorporation of or use of the Proprietary Information, but in any event, without violating the terms of this Agreement.

CHEMI shall promptly notify OREXIGEN of any problems or unusual production situations which have, or are reasonably likely to have, an adverse effect on CHEMI’s ability to perform its obligations hereunder or to deliver the Bupropion Hydrochloride to OREXIGEN in a timely manner. CHEMI will make its facilities available for inspection by representatives of any Regulatory Agency in compliance with all Applicable Laws. In addition, CHEMI shall notify and, if applicable, provide copies of any notices or communications to, OREXIGEN of any FDA or other Regulatory Agency inspection, investigation or other inquiry or communication relating to the manufacture of the Bupropion Hydrochloride or to any facility at which the Bupropion Hydrochloride is manufactured, including, but not limited to, any FDA FORM 483 or warning letter, promptly and not more than [* * *] ([* * *]) business days after shall also discuss with OREXIGEN any response to observations and notifications received in connection with

any inspection, investigation, communication or other inquiry concerning Bupropion Hydrochloride and will give OREXIGEN an opportunity to comment upon any proposed response before it is made. Any notices under this Section 8.8 shall not operate to relieve CHEMI of its obligations to deliver the ordered amounts of Bupropion Hydrochloride or affect OREXIGEN’s right to pursue any remedies that might be available to it.

The foregoing indemnification obligations are subject to the following: (a) the indemnifying Party must be notified by or on behalf of the indemnified Party in writing promptly after a claim is made, a suit is filed or an action or investigation is initiated (each, a “Proceeding”) against the indemnified Party, unless such delay does not materially prejudice the indemnifying Party; (b) subject to the provisions set forth below in this Section 9.3, the indemnifying Party shall be permitted to defend, control, conduct and prosecute, in the indemnifying Party’s sole discretion and by counsel of the indemnifying Party’s choosing, the defense of such Proceeding brought against the indemnified Party; (c) the indemnifying Party shall have the right in its sole discretion to settle, compromise or otherwise terminate the Proceeding solely upon the payment of money; provided, that, there is no finding or admission of any violation by any indemnified Party of (i) any law, rule or regulation or (ii) the rights of any person; and provided, further, that, no such settlement shall prohibit any indemnified Party from importing the Bupropion Hydrochloride into the United States and or making, using or selling products in the United States and made from such Bupropion Hydrochloride; (d) the indemnified Party shall refrain from settling (or endeavoring to settle, or entering into settlement negotiations with respect to) any such Proceeding without the indemnifying Party’s prior written consent; (e) except as may otherwise be required by law, the indemnified Party shall not compromise the position of the indemnifying Party by admission, statements, disclosure or conduct (collectively, “Disclosure”) in a way that could prejudice the defense, control, conduct or prosecution of said cause of action (it being understood that no indemnified Party shall be deemed to have violated this provision so long as such Party has acted in good faith to fulfill its obligations under this provision); and (f) the indemnified Party shall cooperate with the indemnifying Party in the defense, conduct, prosecution or termination of the Proceeding, including the furnishing of information and the assistance from employees of the indemnified Party at the indemnifying Party’s reasonable request and expense. With respect to clause (e) above, the indemnified Party will provide the indemnifying Party with prompt written notice in advance of any such Disclosure being made to permit the indemnifying Party to

seek an appropriate protective order, restriction on response or withdrawal of the request for Disclosure. If, however, any such request for relief by the indemnifying Party is denied or is otherwise unavailable, the relevant indemnified Party may make the Disclosure without any liability to the indemnifying Party. The indemnified Party may, at its option and expense, participate in the indemnifying Party’s defense with counsel of its own choosing, and if the indemnified Party so participates, the Parties shall cooperate with one another in such defense in a commercially reasonable fashion. Notwithstanding any provision in this Agreement to the contrary, OREXIGEN shall at all times have the right to assume direction and control of the defense of any claim alleging infringement, misappropriation or violation of any patent, trade secret or other intellectual property right of any third party, provided that OREXIGEN will provide CHEMI with a reasonable opportunity to review and consult from time to time concerning the strategy and action plan (including possibly pursuing one or more licenses as appropriate), and in such event CHEMI shall cooperate and assist as requested in the defense of such claim and if OREXIGEN finds it necessary or desirable to join CHEMI as a party, CHEMI shall execute all papers or perform such other acts as may reasonably be required by OREXIGEN. Further, CHEMI shall not settle or consent to the entry of any judgment with respect to any such claim, without OREXIGEN’s prior written consent. In the event OREXIGEN assumes the direction and control of the defense of any claim alleging infringement, misappropriation or violation of any patent, trade secret or other intellectual property rights of any third party, [* * *] in connection with the defense of such claim.

OREXIGEN shall have sole control and responsibility for reporting all adverse events associated with the use of Finished Products in humans, whether expected or unexpected and whether or not considered drug related, including the following: (i) an adverse event occurring in the course of the use of a drug product in professional practice; (ii) an adverse event occurring from drug overdose whether accidental or intentional; (iii) an

adverse event occurring from drug abuse; or (iv) an adverse event occurring from drug withdrawal; and any failure of expected pharmacological action (collectively, “Adverse Events”), with respect to the Finished Products, and responding to all Finished Product quality complaints and medical and technical inquiries, whether from lay persons, health care professionals and or Regulatory Agencies. Notwithstanding the foregoing, to the extent CHEMI has an obligation to report any Adverse Events to any Regulatory Agencies it may do so provided it first provides written notice to OREXIGEN thereof and a copy of such report. CHEMI agrees to consider in good faith any comments OREXIGEN has timely provided concerning such reports prior to CHEMI’s submission of the same to the applicable Regulatory Agency. In the event CHEMI (a) receives any information regarding any Adverse Event relating to Bupropion Hydrochloride or any Finished Products or their manufacture, (b) receives any complaints relating, or potentially relating, to Bupropion Hydrochloride or any Finished Products or their manufacture, (c) receives any medical or technical inquiry relating, or potentially relating, to Bupropion Hydrochloride or any Finished Products or their manufacture, or (d) discovers or is notified of any material defect in Bupropion Hydrochloride or any Finished Products, it shall (i) notify OREXIGEN within [* * *] ([* * *]) days thereof, and (ii) promptly conduct an investigation in accordance with its approved written procedures for the surveillance, receipt, evaluation, and reporting of complaints, inquiries or discoveries of that nature and report the results of such investigation to OREXIGEN promptly upon the completion thereof.

This Agreement may be terminated by (i) OREXIGEN upon [* * *] ([* * *]) days written notice to CHEMI of a failure by CHEMI to perform or observe any material covenant, condition or agreement to be performed or observed by it under this Agreement, unless such breach has been cured within the [* * *] ([* * *])-day notice period, and (ii) CHEMI upon [* * *] ([* * *]) days written notice to OREXIGEN of a failure by OREXIGEN to perform or observe any material covenant, condition or agreement to be performed or observed by it under this Agreement, unless such breach has been cured within the [* * *] ([* * *])-day notice period; provided, however, that with respect to a failure to timely

supply ordered quantities of Bupropion Hydrochloride under this Agreement, CHEMI shall have the right to cure such breach no more than once during the term of this Agreement unless otherwise agreed by OREXIGEN in writing; and provided further, that if the breach by OREXIGEN is a failure to pay an invoice when due (except as provided in Section 5.8), then the notice and cure period shall be [* * *] ([* * *]) days.

Force Majeure. In the event that any Party hereto is prevented from complying, either in whole or in part, with any of the terms or provisions of this Agreement by reason of fire, flood, storm, strike or lockout, riot, war, rebellion, lack or failure of transportation facilities, court order, accident, or Acts of God, and to the extent that the foregoing are

beyond a Party’s reasonable control, then, unless conclusive evidence to the contrary is provided, upon written notice by the Party whose performance is so affected to the other,

DEFINED TERM

SECTION

Act

Adverse Events

Agreement

ANDA

Applicable Laws

cGMP

CHEMI

Commercial Launch

Damage

Disclosing Party

Disclosure

DMF

Effective Date

FDA

Finished Products

Firm Commitment

Firm Commitment Purchase Order

Initial Term

NDA

Non-Obvious Damage

Obvious Damage

OREXIGEN

OREXIGEN Indemnitees

Party

Parties

Price

Proceeding

Products

Proprietary Information

Purchase Order

Qualification Date

Quality Agreement

Recalls

Receiving Party

Regulatory Agency

[* * *] Price Change

Representatives

Rolling Forecast

Specifications

[* * *] Price Change

Supplier Indemnitees

[* * *]

[* * *]

PURCHASE

ORDER

Date

P.O. No.

Vendor

Item

Description

Qty

Rate

Amount