Second Independent Proxy Advisory Firm Recommends that XenoPort Stockholders Vote “FOR ALL” XenoPort Director Nominees on

  Second Independent Proxy Advisory Firm Recommends that XenoPort Stockholders
  Vote “FOR ALL” XenoPort Director Nominees on the WHITE Proxy Card

       Egan-Jones Joins ISS in Supporting XenoPort’s Director Nominees

Business Wire

SANTA CLARA, Calif. -- June 2, 2014

XenoPort, Inc. (Nasdaq: XNPT) today announced that Egan-Jones Proxy Services,
an independent proxy advisory firm, has recommended that XenoPort stockholders
vote “FOR ALL” of XenoPort’s director nominees on the WHITE proxy card at the
Company’s Annual Meeting of Stockholders to be held on June 11, 2014.

Egan-Jones is the second independent proxy advisory firm to support all three
of XenoPort’s director nominees. As announced on May 30, 2014, Institutional
Shareholder Services (ISS) has also recommended that XenoPort stockholders
vote “FOR ALL” three of XenoPort’s director nominees and "do not vote" on the
gold proxy card or for any of the three nominees proposed by Clinton
Relational Opportunity Master Fund, L.P. and its affiliates (Clinton).

Like ISS, Egan-Jones also recommends that XenoPortstockholders vote “FOR” the
approval ofthe XenoPort, Inc.2014 Equity Incentive Plan, “FOR” the approval,
on an advisory basis, of the compensation of XenoPort’s named executive
officers, and “FOR” the ratification of the selection by the audit committee
of the Board of Directors ofErnst & Young LLPas XenoPort’s independent
registered public accounting firm for the fiscal year endingDecember 31,
2014.

In its June 2, 2014 report, Egan-Jones stated:^1

          “We believe that support for voting the management ballot is merited
     and that voting the management ballot (WHITE PROXY CARD) is in the
          best interests of the Company and its shareholders. In arriving at
          the conclusion, we have considered the following factors:
          
             Our belief that the dissidents have failed to make a persuasive
             case that their joining the board and displacing certain members
          1. of the existing board would lead to enhancing the Company’s
             shareholder value. Also, we are not convinced that the election
             of the dissidents’ slate to the board of directors would work to
             the benefit of all shareholders.
             
             Our belief that the Company’s strategy to commercialize Horizant,
             involving reacquiring the rights to Horizant and re-launching it,
             as well as to move forward in developing the XP23829 potential
             treatment for psoriasis and/or relapsing forms of multiple
          2. sclerosis (MS) appears to have a substantial likelihood of
             increasing shareholder value. The dissidents are unconvincing
             with their claim that the Company’s efforts to maximize the value
             of Horizant have come at the expense of the development of
             XP829.”
             

Commenting on the Egan-Jones and ISS reports, XenoPort issued the following
statement:

          We are pleased that two leading independent proxy advisory firms,
          ISS and Egan-Jones, have recommended all of XenoPort’s highly
          qualified and experienced director nominees. The recommendations
          from ISS and Egan-Jones further reinforce our belief that XenoPort
     has the right Board and is taking the appropriate steps to maximize
          the value of XenoPort’s assets and build stockholder value. We urge
          XenoPort stockholders to follow the recommendations of ISS and
          Egan-Jones by voting “FOR ALL” of XenoPort’s director nominees on
          the WHITE proxy card today.
          

To follow the Egan-Jones and ISS recommendations on the election and
XenoPort’s proposals, XenoPort’s stockholders should vote on the WHITE proxy
card "FOR ALL" of XenoPort’s nominees: Ronald W. Barrett, Ph.D.,Jeryl L.
HillemanandWendell Wierenga, Ph.D. and vote “FOR” the approval of the
XenoPort, Inc. 2014 Equity Incentive Plan, vote “FOR” the approval, on an
advisory basis, the compensation of XenoPort’s named executive officers, and
vote “FOR” the ratification of the selection by the audit committee of the
Board of Directors of Ernst & Young LLP as XenoPort’s independent registered
public accounting firm for the fiscal year ending December 31, 2014. The
XenoPort Board of Directors also urges stockholders to vote "FOR" Proposals 9
through 14 and "AGAINST" Clinton Proposals 5 through 8.

XenoPortstockholders are reminded that their vote is important, no matter how
many or how few sharesthey own.

              If you have any questions, require assistance with
                              voting your WHITE
 proxy card or need additional copies of the proxy materials, please contact:

                           MACKENZIE PARTNERS, INC.

                              105 Madison Avenue
                              New York, NY 10016

                         proxy@mackenziepartners.com

                        (212) 929-5500 (Call Collect)
                                      Or

                           TOLL-FREE (800) 322-2885

Forward-Looking Statements

This communication contains "forward-looking" statements, including, without
limitation, all statements related to the potential value of XenoPort’s assets
and XenoPort’s ability to build stockholder value, including all statements
related to the value opportunity for HORIZANT^® (gabapentin enacarbil)
Extended-Release Tablets and the suitability of XP23829 as a potential
treatment for psoriasis or relapsing forms of MS; and other statements that
are not historical facts. 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 "belief," "potential," 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 XenoPort’s lack of
commercialization experience and its ability to successfully market and sell
HORIZANT, including XenoPort’s ability to maintain sales, marketing,
distribution, supply chain and other sufficient capabilities to sell HORIZANT;
XenoPort’s dependence on the success of its strategies for HORIZANT
commercialization, promotion and distribution, as well as its ability to
successfully execute on these activities and to comply with applicable laws,
regulations and regulatory requirements; the competitive environment for and
the degree of market acceptance of HORIZANT; obtaining appropriate pricing and
reimbursement for HORIZANT in an increasingly challenging environment; the
difficulty and uncertainty of pharmaceutical product development and the
uncertain results and timing of clinical trials and other studies, including
the risk that success in preclinical testing and early clinical trials does
not ensure that later clinical trials will be successful; XenoPort’s ability
to successfully advance XP23829 development and to conduct or initiate
clinical trials in the anticipated timeframes, or at all; the uncertainty of
the FDA’s review process and other regulatory requirements, including the risk
thatFDAaction, including with respect to the investigational new drug
application for XP23829, would delay or prevent the initiation of future
clinical trials of XP23829; XenoPort’s need for and the availability of
resources to develop XP23829 and to support XenoPort’s operations; XenoPort’s
dependence on collaborative partners; the uncertain therapeutic and commercial
value of HORIZANT and XP23829; as well as risks related to future
opportunities and plans, including the uncertainty of future operating
results. These and other risk factors are discussed under the heading "Risk
Factors" in XenoPort’s Quarterly Report on Form 10-Q for the quarter
endedMarch 31, 2014, filed with theSecurities and Exchange CommissiononMay
9, 2014. XenoPortexpressly 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.

Important Additional Information and Where to Find It

XenoPort, Inc., its directors and certain of its executive officers may be
deemed to be participants in the solicitation of proxies from stockholders in
connection with XenoPort’s 2014 Annual Meeting of Stockholders.XenoPorthas
filed with theSECand provided to its stockholders a definitive proxy
statement and aWHITEproxy card in connection with such solicitation.
XENOPORT STOCKHOLDERS ARE STRONGLY ENCOURAGED TO READ THE PROXY STATEMENT
(INCLUDING ANY AMENDMENTS AND SUPPLEMENTS) AND THE ACCOMPANYINGWHITEPROXY
CARD, AND ANY OTHER RELEVANT DOCUMENTS WHEN THEY BECOME AVAILABLE, BECAUSE
THEY CONTAIN IMPORTANT INFORMATION.

Information regarding the names of XenoPort’s directors and executive officers
and their respective interests inXenoPortby security holdings or otherwise
is set forth in XenoPort’s definitive proxy statement for the 2014 Annual
Meeting of Stockholders, filed with theSEConApril 22, 2014, including
Appendix B thereto.

The definitive proxy statement (and amendments or supplements thereto) and the
accompanyingWHITEproxy card, and any other relevant documents and other
material filed byXenoPortwith theSEC, are or will be available for no
charge at the SEC’s website atwww.sec.govand at XenoPort’s investor
relations website athttp://investor.xenoport.com/index.cfm. Copies may also
be obtained free of charge by contacting XenoPortInvestor Relations by mail
at3410 Central Expressway,Santa Clara, California95051 or by telephone at
(408) 616-7200.

AboutXenoPort

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.XenoPortis currently
commercializing HORIZANT inthe United Statesand developing its novel fumaric
acid ester product candidate, XP23829, as a potential treatment for psoriasis
and relapsing forms of MS. REGNITE® (gabapentin enacarbil) Extended-Release
Tablets is being marketed inJapanby Astellas Pharma Inc.XenoPort’spipeline
of product candidates also includes potential treatments for patients with
spasticity related to spinal cord injury and Parkinson’s disease. To learn
more aboutXenoPort, please visit the Web site atwww.XenoPort.com.

HORIZANT, REGNITE andXENOPORTare registered trademarks ofXenoPort, Inc.

XNPT2G

^1 Permission to use quotations was neither sought nor obtained.

Contact:

XenoPort, Inc.
Jackie Cossmon, 408-616-7220
ir@XenoPort.com
 
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