XenoPort, Inc. (Nasdaq: XNPT) announced today that it intends to offer and sell shares of its common stock, subject to market and other conditions, in an underwritten public offering. All of the shares in the proposed public offering are to be sold by XenoPort. Credit Suisse Securities (USA) LLC is acting as sole book-running manager for the offering. RBC Capital Markets, LLC is acting as co-manager for the offering. A registration statement relating to the shares described above was previously filed with, and has been declared effective by, the Securities and Exchange Commission (SEC). A preliminary prospectus supplement related to the offering will be filed with the SEC and will be available on the SEC’s website located at http://www.sec.gov. Copies of the preliminary prospectus supplement and the accompanying prospectus relating to this offering may be obtained from Credit Suisse Securities (USA) LLC, Attention: Prospectus Department, One Madison Avenue, New York, NY 10010, or by telephone at (800) 221-1037, or by e-mail at firstname.lastname@example.org. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of, the shares in any state or other jurisdiction which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction. About XenoPort XenoPort is a biopharmaceutical company focused on developing and commercializing a portfolio of internally discovered product candidates for the potential treatment of neurological disorders. Horizant ® (gabapentin enacarbil) Extended-Release Tablets is approved in the United States for the treatment of moderate-to-severe primary restless legs syndrome (RLS) in adults and for the management of postherpetic neuralgia in adults. GlaxoSmithKline holds commercialization rights and certain development rights for Horizant in the United States. Regnite ® (gabapentin enacarbil) Extended-Release Tablets is approved for the treatment of RLS in Japan. Astellas Pharma Inc. holds all development and commercialization rights for Regnite in Japan and five other Asian countries. XenoPort holds all other world-wide rights and has co-promotion and certain development rights to gabapentin enacarbil in the United States. XenoPort’s pipeline of product candidates includes potential treatments for patients with spasticity, Parkinson’s disease and relapsing-remitting multiple sclerosis. Forward-Looking Statements This press release contains “forward-looking” statements, including, without limitation, all statements related to the proposed public offering . Any statements contained in this press release that are not statements of historical fact may be deemed to be forward-looking statements. Words such as “intends” and similar expressions are intended to identify forward-looking statements. These forward-looking statements are based upon XenoPort's current expectations. Forward-looking statements involve risks and uncertainties. XenoPort's actual results and the timing of events could differ materially from those anticipated in such forward-looking statements as a result of these risks and uncertainties, which include, without limitation, risks related to whether XenoPort will be able to raise capital through the sale of shares of its common stock, market conditions and the satisfaction of customary closing conditions related to the proposed public offering. There can be no assurance that XenoPort will be able to complete the proposed public offering on the anticipated terms, or at all. XenoPort will need to raise additional capital to fund its operations and may be unable to raise capital when needed, which would force XenoPort to delay, reduce or eliminate its product development programs or commercialization efforts. Additional risks and uncertainties relating to XenoPort and its business can be found under the heading "Risk Factors" in XenoPort’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2012, filed with the SEC on May 8, 2012, and in the preliminary prospectus supplement related to the proposed offering to be filed with the Securities and Exchange Commission on July 25, 2012. XenoPort expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the company's expectations with regard thereto or any change in events, conditions or circumstances on which any such statements are based. XENOPORT and Regnite are registered trademarks of XenoPort, Inc. Horizant is a registered trademark of GSK. XNPT2F
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