SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 13D

(Rule 13d-101)

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 2)¹

Orexigen Therapeutics, Inc.

(Name of Issuer)

Common Stock, $.001 par value

(Title of Class of Securities)

686164 10 4

(CUSIP Number)

Domain Associates, L.L.C.	Ropes & Gray LLP
One Palmer Square	1211 Avenue of the Americas
Princeton, NJ 08542	New York, NY 10036
Attn: Kathleen K. Schoemaker	Attn: John C. MacMurray, Esq.
Tel: (609) 683-5656	Tel: (212) 596-9000

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

November 23, 2009

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. [ ]

Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

_________________________

¹The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 686164 10 4

NAME OF REPORTING PERSONS

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS

Domain Partners VII, L.P.

EIN No.:

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) [ X ]

(b) [ ]

SEC USE ONLY

SOURCE OF FUNDS

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)

[ ]

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

2,370,366

SHARED VOTING POWER

SOLE DISPOSITIVE POWER

2,370,366

10.

SHARED DISPOSITIVE POWER

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,370,366

12.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)

EXCLUDES CERTAIN SHARES

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

5.0%

14.

TYPE OF REPORTING PERSON

CUSIP No. 686164 10 4

NAME OF REPORTING PERSONS

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS

DP VII Associates, L.P.

EIN No.:

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) [ X ]

(b) [ ]

SEC USE ONLY

SOURCE OF FUNDS

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)

[ ]

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

40,445

SHARED VOTING POWER

SOLE DISPOSITIVE POWER

40,445

10.

SHARED DISPOSITIVE POWER

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

40,445

12.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)

EXCLUDES CERTAIN SHARES

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

Less than 0.1%

14.

TYPE OF REPORTING PERSON

CUSIP No. 686164 10 4

NAME OF REPORTING PERSONS

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS

Domain Partners V, L.P.

EIN No.:

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) [ X ]

(b) [ ]

SEC USE ONLY

SOURCE OF FUNDS

Not Applicable

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)

[ ]

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

3,543,832

SHARED VOTING POWER

SOLE DISPOSITIVE POWER

3,543,832

10.

SHARED DISPOSITIVE POWER

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

3,543,832

12.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)

EXCLUDES CERTAIN SHARES

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

7.5%

14.

TYPE OF REPORTING PERSON

CUSIP No. 686164 10 4

NAME OF REPORTING PERSONS

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS

DP V Associates, L.P.

EIN No.:

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) [ X ]

(b) [ ]

SEC USE ONLY

SOURCE OF FUNDS

Not Applicable

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)

[ ]

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

83,975

SHARED VOTING POWER

SOLE DISPOSITIVE POWER

83,975

10.

SHARED DISPOSITIVE POWER

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

83,975

12.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)

EXCLUDES CERTAIN SHARES

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0.2%

14.

TYPE OF REPORTING PERSON

CUSIP No. 686164 10 4

NAME OF REPORTING PERSONS

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS

Domain Associates, LL.C.

EIN No.:

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) [ X ]

(b) [ ]

SEC USE ONLY

SOURCE OF FUNDS

Not Applicable

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)

[ ]

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

1,963

SHARED VOTING POWER

SOLE DISPOSITIVE POWER

1,963

10.

SHARED DISPOSITIVE POWER

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,963

12.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)

EXCLUDES CERTAIN SHARES

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

Less than 0.1%

14.

TYPE OF REPORTING PERSON

CUSIP No. 686164 10 4

AMENDMENT NO. 2 TO SCHEDULE 13D

Reference is hereby made to the statement on Schedule 13D filed with the Securities and Exchange Commission (the "Commission") on July 30, 2009 and Amendment No. 1 thereto filed on August 20, 2009 (as so amended, the "Schedule 13D"). Terms defined in the Schedule 13D are used herein as so defined.

The following Items of the Schedule 13D are hereby amended as follows:

Item 5.

Interest in Securities of the Issuer.

Item 5 is hereby amended and restated to read in its entirety as follows:

The information below is based on a total of 47,040,479 shares of Common Stock outstanding as of November 2, 2009, as reported in the Issuer's Report on Form 10-Q for the period ended September 30, 2009 filed with the Commission on November 5, 2009.

(a) DP VII directly beneficially owns 2,370,366 shares of Common Stock, or approximately 5.0% of the Common Stock outstanding. DP VII A directly beneficially owns 40,445 shares of Common Stock, or less than 0.1% of the Common Stock outstanding. OPSA VII, as the general partner of DP VII and DP VII A, may be deemed to indirectly beneficially own the securities owned by DP VII and DP VII A. DP V directly beneficially owns 3,543,832 shares of Common Stock, or approximately 7.5% of the Common Stock outstanding. DP V A directly beneficially owns 83,975 shares of Common Stock, or approximately 0.2% of the Common Stock outstanding. OPSA V, as the general partner of DP V and DP V A, may be deemed to indirectly beneficially own the securities owned by DP V and DP V A. DA directly beneficially owns 1,963 shares of Common Stock, or less than 0.1% of the Common Stock outstanding.

James C. Blair directly beneficially owns 19,373 shares of Common Stock, or less than 0.1% of the Common Stock outstanding. Brian H. Dovey directly beneficially owns 20,128 shares of Common Stock, or less than 0.1% of the Common Stock outstanding. Jesse I. Treu directly beneficially owns 15,096 shares of Common Stock, or less than 0.1% of the Common Stock outstanding. Jesse I. Treu also indirectly beneficially owns, through Treu Associates, L.P., 14,090 shares of Common Stock, or less than 0.1% of the Common Stock outstanding. Kathleen K. Schoemaker directly beneficially owns 9,058 shares of Common Stock, or less than 0.1% of the Common Stock outstanding. Nicole Vitullo directly beneficially owns 3,019 shares of Common Stock, or less than 0.1% of the Common Stock outstanding. Brian K. Halak directly beneficially owns 4,529 shares of Common Stock, or less than 0.1% of the Common Stock outstanding.

(b) The managing members of OPSA VII, OPSA V and DA may be deemed to share the power to vote or direct the voting of and to dispose or direct the disposition of the securities of the Issuer that are beneficially owned by DP VII and DP VII A, by DP V and DP V A and by DA, respectively. Each of the managing members of OPSA VII, OPSA V and DA disclaims beneficial ownership of all securities other than those he or she owns directly, if any, or by virtue of his or her indirect pro rata interest, as a managing member of OPSA VII, OPSA V and/or DA, in the securities owned by DP VII and DP VII A, DP V and DP V A and/or by DA.

(c)

DP VII and DP VII A have purchased Common Stock in open market transactions as follows:

Reporting Person	Date	Number of Shares	Purchase Price per Share
DP VII	November 10, 2009	82,985	$6.93
DP VII A	November 10, 2009	1,415	$6.93
DP VII	November 11, 2009	52,701	$6.93
DP VII A	November 11, 2009	899	$6.93
DP VII	November 12, 2009	60,960	$6.90
DP VII A	November 12, 2009	1,040	$6.90
DP VII	November 20, 2009	245,808	$6.93

CUSIP No. 686164 10 4

Reporting Person	Date	Number of Shares	Purchase Price per Share
DP VII A	November 20, 2009	4,192	$6.93
DP VII	November 23, 2009	147,484	$6.93
DP VII A	November 23, 2009	2,516	$6.93
DP VII	November 24, 2009	49,161	$6.75
DP VII A	November 24 2009	839	$6.75

(d) Except as described in this statement, no person has the power to direct the receipt of dividends on or the proceeds of sales of, the shares of Common Stock owned by the Reporting Persons.

(e)

Not applicable.

CUSIP No. 686164 10 4

SIGNATURES

After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

Dated: December 1, 2009

DOMAIN PARTNERS VII, L.P.
By:	One Palmer Square Associates VII, L.L.C., General Partner


By:	/s/ Kathleen K. Schoemaker
	Managing Member


DP VII ASSOCIATES, L.P.
By:	One Palmer Square Associates VII, L.L.C., General Partner


By:	/s/ Kathleen K. Schoemaker
	Managing Member


DOMAIN PARTNERS V, L.P.
By:	One Palmer Square Associates V, L.L.C., General Partner


By:	/s/ Kathleen K. Schoemaker
	Managing Member


DP V ASSOCIATES, L.P.
By:		One Palmer Square Associates V, L.L.C., General Partner


By:	/s/ Kathleen K. Schoemaker
		Managing Member


DOMAIN ASSOCIATES, L.L.C.


By:	/s/ Kathleen K. Schoemaker
		Managing Member