XenoPort Announces Proposed Public Offering of Common Stock

XenoPort, Inc. (Nasdaq: XNPT) announced today that it intends to offer and sell 10,000,000 shares of its common stock, subject to market and other conditions, in an underwritten public offering. XenoPort also intends to grant the underwriters a 30-day option to purchase up to a maximum of 1,500,000 additional shares of common stock. 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 and Wells Fargo Securities, LLC are acting as co-managers.

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 has been filed with the SEC and is 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 [phone], or by e-mail at [e-mail].

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, Inc. is a biopharmaceutical company focused on developing and commercializing a portfolio of internally discovered product candidates for the potential treatment of neurological disorders.

Forward-Looking Statements

This press release contains "forward-looking" statements, including, without limitation, all statements related to the proposed 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,” “proposed,” "will" 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 and uncertainties associated with market conditions, whether XenoPort will offer the shares of common stock or be able to consummate the proposed offering at the anticipated size and on the anticipated terms, or at all, and the satisfaction of closing conditions related to the proposed offering. There can be no assurance that XenoPort will be able to complete the proposed offering at the anticipated size or on the anticipated terms, or at all. Regardless of whether the proposed offering is consummated or the actual terms of the offering, if consummated, XenoPort will continue to need additional funding 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. These and other risk factors related to XenoPort and its business are discussed under the heading "Risk Factors" in XenoPort's Quarterly Report on Form 10-Q for the quarter ended September 30, 2013, filed with the SEC on November 8, 2013, and in the preliminary prospectus supplement related to the proposed offering filed with the SEC on January 21, 2014. 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.

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XenoPortJackie Cossmon, [e-mail]