Sec Form 4 Filing - BREEN DORON @ Orexigen Therapeutics, Inc. - 2010-07-12

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person BREEN DORON 2. Issuer Name and Ticker or Trading Symbol Orexigen Therapeutics, Inc. [ OREX] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner _____ Officer (give title below) X __ Other (specify below) member of 10% owner group (Last) (First) (Middle) C/O SPHERA FUNDS MANAGEMENT LTD., PLATINUM HOUSE, 21 HA'ARBA'AH ST. 3. Date of Earliest Transaction (MM/DD/YY) 07/12/2010 (Street) TEL AVIV, L3 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 07/12/2010 S 20,000 D $ 4.1495 571,877 I By Sphera Global Healthcare Management L.P. ( 1 ) ( 2 ) ( 3 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other BREEN DORON C/O SPHERA FUNDS MANAGEMENT LTD. PLATINUM HOUSE, 21 HA'ARBA'AH ST. TEL AVIV, L3 member of 10% owner group SPHERA FUNDS MANAGEMENT LTD. PLATINUM HOUSE, 21 HA'ARBA'AH ST. TEL AVIV, L3 member of 10% owner group MOR ISRAEL C/O SPHERA FUNDS MANAGEMENT LTD. PLATINUM HOUSE, 21 HA'ARBA'AH ST. TEL AVIV, L3 member of 10% owner group SENATOR RON C/O SPHERA FUNDS MANAGEMENT LTD. PLATINUM HOUSE, 21 HA'ARBA'AH ST. TEL AVIV, L3 member of 10% owner group Signatures Sphera Funds Management Ltd., By: /s/ Doron Breen, Director 08/12/2010 Signature of Reporting Person Date By Doron Breen, By: /s/ Doron Breen 08/12/2010 Signature of Reporting Person Date By Israel Mor, By: /s/ Doron Breen, attorney-in-fact 08/12/2010 Signature of Reporting Person Date By Ron Senator, By: /s/ Doron Breen, attorney-in-fact 08/12/2010 Signature of Reporting Person Date

Explanation of Responses:

( 1 )These securities are beneficially owned by Sphera Global Healthcare Fund, which invests substantially all of its assets in Sphera Global Healthcare Master Fund. Sphera Global Healthcare Fund and Sphera Global Healthcare Master Fund have delegated all investment decision-making to Sphera Global Healthcare Management L.P. (the "Management Company"). The Management Company is managed, controlled, and operated by its general partner, Sphera Global Healthcare GP Ltd. (the "General Partner"), the shares of which are owned 50% by M. Arkin (1999) Ltd. (the "1999 Company") and 50% by Sphera Funds Management Ltd. ("SFML"). ( 2 )The 1999 Company, wholly-owned by Moshe Arkin, and SFML are each entitled to appoint two members to the board of directors of the General Partner (the "Board of Directors") and two members to the investment committee of the Management Company (the "Investment Committee"). No decision can be made by either the Board of Directors or the Investment Committee without the consent of both Mr. Arkin's designees and the designees of SFML (Sphera Global Healthcare Fund, Sphera Global Healthcare Master Fund, the Management Company, and the General Partner are referred to collectively in this Form 3 as "Healthcare Fund Entities"). In addition, 62.09% of the shares of SFML are owned by companies controlled or wholly-owned by the three founders of SFML, Israel Mor, Doron Breen, and Ron Senator, each of whom currently serves as a director of SFML. ( 3 )The filing of this Form 4 shall not be construed as an admission that SFML, Mr. Breen, Mr. Mor, or Mr. Senator is or was for the purposes of Section 16(a) of the Securities Exchange Act of 1934, as amended, or otherwise the beneficial owner of any of the shares of Common Stock of the Company owned by the Healthcare Fund Entities. Pursuant to Rule 16a-1, SFML, Mr. Breen, Mr. Mor, and Mr. Senator disclaims beneficial ownership of the shares of the Company reported herein that are beneficially owned by the Healthcare Fund Entities, except to the extent of their pecuniary interest therein.

Remarks: Neither the filing of this Form 4 nor any of its contents shall be deemed to constitute an admission that a group exists for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose, and each of SFML, Mr. Breen, Mr. Mor, and Mr. Senator disclaims the existence of any such group.Exhibit List:Exhibit 24.1 - Unanimous Written Resolution of the Directors of the Company, Sphera Funds Management Ltd. (incorporated herein by reference to Exhibit 24.1 to Form 3 filed by Sphera Funds Management Ltd., Doron Breen, Israel Mor, and Ron Senator on August 16, 2010).Exhibit 24.2 - Confirming Statement by Doron Breen (incorporated herein by reference to Exhibit 24.2 to Form 3 filed by Sphera Funds Management Ltd., Doron Breen, Israel Mor, and Ron Senator on August 16, 2010).Exhibit 24.3 - Confirming Statement by Israel Mor (incorporated herein by reference to Exhibit 24.2 to Form 3 filed by Sphera Funds Management Ltd., Doron Breen, Israel Mor, and Ron Senator on August 16, 2010).Exhibit 24.4 - Confirming Statement by Ron Senator (incorporated herein by reference to Exhibit 24.3 to Form 3 filed by Sphera Funds Management Ltd., Doron Breen, Israel Mor, and Ron Senator on August 16, 2010).

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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