Case KG Doc 324 Filed 05/22/18 Page 1 of 3 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE. Chapter 11

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1 Case KG Doc 324 Filed 05/22/18 Page 1 of 3 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re Orexigen Therapeutics, Inc., Chapter 11 Case No (KG) Debtor. 1 SUPPLEMENTAL DECLARATION OF BEN PICKERING IN CONNECTION WITH THE DEBTORS RETENTION AND EMPLOYMENT OF ERNST & YOUNG LLP I, Ben Pickering, hereby declare as follows: 1. I am a principal of Ernst & Young LLP ( EY LLP ). I submit this Supplemental Declaration on behalf of EY LLP as a supplement to my declarations that were filed on March 22, 2018 and April 2, 2018, respectively (together, the Original Declarations ). The facts set forth in this Supplemental Declaration are based upon my personal knowledge, upon information and belief, and upon client-matter records kept in the ordinary course of business that were reviewed by me or other employees of EY LLP under my supervision. 2. After the Debtors application to retain EY LLP was filed, EY LLP continued its search of certain databases to determine whether it has in the recent past provided or is currently providing services to certain parties in interest, including those for which EY LLP had not obtained connections check results by the time the application was filed (collectively, the Outstanding Parties in Interest ). To the extent that this research has indicated that EY LLP has in the recent past, or currently has, a client relationship with the Outstanding Parties in Interest in matters unrelated to these Chapter 11 cases, it is so indicated on Exhibit A to this Supplemental Declaration. 1 The last four digits of Debtor s federal tax identification number are (8822). The Debtor s mailing address for purposes of this Chapter 11 Case is 3344 North Torrey Pines Court, Suite 200, La Jolla, CA,

2 Case KG Doc 324 Filed 05/22/18 Page 2 of 3 3. To the best of my knowledge, information and belief at this time, formed after reasonable inquiry, except as otherwise stated herein or in the Original Declarations, none of the services rendered by EY LLP to the entities set forth on the attached Exhibit A have been in connection with the above-captioned Debtors or these chapter 11 cases. 4. Because the Debtors are large enterprises with numerous creditors and other relationships, EY LLP is unable to state with certainty that every client representation or other connection of EY LLP with parties-in-interest in these cases has been disclosed herein. In this regard, if EY LLP discovers additional information that requires disclosure, EY LLP will file appropriate supplemental disclosures with this Court. 5. EY LLP has performed, and is currently performing, tax advisory services, tax compliance & reporting services, and transaction advisory services for Pernix Therapeutics Holdings, Inc. ( Pernix ). 6. I understand that, in connection with Pernix s investment in Nalpropion Pharmaceuticals, Inc. ( Nalpropion ) (the stalking horse bidder with respect to the anticipated sale of substantially all of the Debtor s assets), Pernix will retain EY LLP to provide certain tax structuring and tax advisory services with respect to Nalpropion s ownership of the Debtor s assets after the closing of any sale transaction with Nalpropion. This work for Pernix will commence shortly. The members of the EY LLP engagement team that is providing services to the Debtor in this chapter 11 case will not participate in the EY LLP engagement team that is providing these tax structuring and tax advisory services to Pernix, and vice versa. 7. Moreover, EY LLP was engaged in March 2017 to provide financial advisory services to Pernix. I led the EY LLP team that provided such financial advisory services to Pernix. That particular engagement ended in July 2017, and Pernix does not owe any fees or 2

3 Case KG Doc 324 Filed 05/22/18 Page 3 of 3 expenses to EY LLP for those services. These financial advisory services were unrelated to the Debtor and this Chapter 11 case. 8. I do not believe that any of the services that EY LLP has performed or is currently performing for Pernix are materially adverse to the Debtor. Pursuant to 28 U.S.C. 1746, I declare under penalty of perjury that the foregoing is true and correct to the best of my knowledge, information and belief. Dated: May 22, 2018 /s/ Ben Pickering Ben Pickering Ernst & Young LLP 3

4 Case KG Doc Filed 05/22/18 Page 1 of 3 EXHIBIT A

5 Case KG Doc Filed 05/22/18 Page 2 of 3 Category Name Party Name No Connection Prior Connection Current Connection Other Significant Parties in Interest Adobe Systems Inc. x x Other Significant Parties in Interest Ahold Delhaize USA Inc. x x Other Significant Parties in Interest Albertsons Companies LLC x Other Significant Parties in Interest Angelita Horton x Other Significant Parties in Interest Brian Scott x Other Significant Parties in Interest Complete Healthcare Communications, LLC x Other Significant Parties in Interest CyberlinkASP Technology x Other Significant Parties in Interest Donohoe Advisory Associates LLC x Other Significant Parties in Interest Edmund McGarey x Other Significant Parties in Interest Florida Healthcare Coalition x Other Significant Parties in Interest James Dunn x Other Significant Parties in Interest Jon Curran x Other Significant Parties in Interest Jon Scott Evans x Other Significant Parties in Interest Julie Miller x Other Significant Parties in Interest Ken Sigvardson x Other Significant Parties in Interest Kroger Co. x x Other Significant Parties in Interest Lewis Drugs Inc. x Other Significant Parties in Interest Linda Gerhardt x Other Significant Parties in Interest Microsoft Online, Inc. x Other Significant Parties in Interest Noesis Group, Inc. x Other Significant Parties in Interest Paul Brown x Other Significant Parties in Interest Publix Super Markets, Inc. x Other Significant Parties in Interest Rebecca Maldonado x Other Significant Parties in Interest Rose Red Creative x Other Significant Parties in Interest S&P Global Market Intelligence x Other Significant Parties in Interest Schenker of Canada Limited x Other Significant Parties in Interest Susan MacLeman x Other Significant Parties in Interest The Bartell Drug Company x Other Significant Parties in Interest The Corporate Executive Board x x Other Significant Parties in Interest TR Jacklin Consulting LLC x Other Significant Parties in Interest Attorneys Kevin Gross x Other Significant Parties in Interest Attorneys T. Patrick Tinker x Other Significant Parties in Interest Attorneys Andy Vara x Top Unsecured Creditors AmerisourceBergen Corporation x x Top Unsecured Creditors Cardinal Health 105, Inc. x Top Unsecured Creditors Carleson Production Group x Top Unsecured Creditors Compliance Implementation Services Deloitte x Top Unsecured Creditors CVS Caremark x Top Unsecured Creditors Express Scripts x Top Unsecured Creditors Hyatt Regency La Jolla x Top Unsecured Creditors IQVIA Inc. x x Top Unsecured Creditors Microsoft Online x Top Unsecured Creditors OptumRx, Inc. x Top Unsecured Creditors Oregon Health Science University x Top Unsecured Creditors Prime Therapeutics, Inc. x Top Unsecured Creditors ProCare Pharmacy Benefit Manager, Inc. x Top Unsecured Creditors US Bank National Association x x Top Unsecured Creditors VML, Inc. x Debtors Other Professionals Morris, Nichols, Arsht & Tunnell LLP x Debtors Other Professionals Kurtzman Carson Consultants, LLC x All Secured Lenders including DIP lender 1992 MSF International Ltd x All Secured Lenders including DIP lender 1992 Tactical Credit Master Fund, L.P. x All Secured Lenders including DIP lender Baupost Group Securities, L.L.C. x All Secured Lenders including DIP lender Nineteen77 Global Multi Strategy Alpha Master Limited x All Secured Lenders Attorney Arnold & Porter Kaye Scholer LLP x All Secured Lenders Attorney Brown Rudnick, LLP x All Secured Lenders Attorney Quinn Emanuel Urquhart &Sullivan LLP x All Secured Lenders Attorney Whiteford, Taylor & Preston LLC x Potential Acquisition parties 1992 Co Invest Fund x

6 Case KG Doc Filed 05/22/18 Page 3 of 3 Category Name Party Name No Connection Prior Connection Current Connection Potential Acquisition parties 1992 Multi Strategy Fund x Potential Acquisition parties 1992 Tactical Fund x Potential Acquisition parties Nalpropion Pharmaceuticals, Inc x Potential Acquisition parties Pernix Ireland Pain Designated Activity Company x Potential Acquisition parties Pernix Therapeutics Holdings, Inc. x x Potential Acquisition parties Whitebox Advisors x Potential Acquisition parties Whitebox Asymmetric Partners x Potential Acquisition parties Whitebox Caja Blanca Fund, LP x Potential Acquisition parties Whitebox Multi Strategy Partners, L.P. x