Exhibit 10.1



 




EXHIBIT
10.1



EMPLOYMENT AGREEMENT



EMPLOYMENT AGREEMENT, dated as of November 1, 2005 (the “Effective Date”) by and between NEUROCRINE
BIOSCIENCES, INC., 12790 El Camino Real, San Diego, California 92130 (hereinafter the “Company”),
and Henry Pan, MD, PhD. (hereinafter “Executive”).




R E C I T A L S




     WHEREAS, the Company and Executive wish to amend and restate the terms and conditions under
which Executive is to be employed by the Company on and after the date hereof; and



     NOW, THEREFORE, the Company and Executive, in consideration of the mutual promises set forth
herein, agree as follows:



ARTICLE 1




TERM OF AGREEMENT




     1.1 Commencement Date. Executive’s fulltime employment with the Company under this
Agreement shall commence as of November 1, 2005 (“Commencement Date”) and terminate on October 16,
2006 (“Retirement Date’), unless terminated earlier pursuant to Article 6. The Agreement supercedes
the Employment Agreement between the Company and Executive dated October 15, 2001.



     1.2 Renewal. The term of this Agreement may be renewed for successive, additional
terms upon mutual written agreement of the parties. The Company’s failure to renew this Agreement
at the end of any term shall not be considered a termination without Cause as set forth in Section
6.4 below.



ARTICLE 2




EMPLOYMENT DUTIES




     2.1 Title/Responsibilities. Executive hereby accepts employment with the Company
pursuant to the terms and conditions hereof. Executive agrees to serve the Company in the position
of Executive Vice President. Executive shall have the powers and duties assigned to Executive by
the Chief Executive Officer of the Company and mutually agreed by Executive.



     2.2 Full Time Attention. Executive shall devote his best efforts and his full
business time and attention to the performance of the services customarily incident to such office
and to such other services as the Chief Executive Officer may reasonably request.



      



					
	 
	 	 
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     2.3 Other Activities. Except upon the prior written consent of the Chief Executive
Officer, Executive shall not during the period of employment engage, directly or indirectly, in any
other business activity (whether or not pursued for pecuniary advantage) that is or may be
competitive with, or that might place him in a competing position to that of the Company or any
other corporation or entity that directly or indirectly controls, is controlled by, or is under
common control with the Company (an “Affiliated Company”), provided that Executive may own less
than two percent (2%) of the outstanding securities of any such publicly traded competing
corporation.



ARTICLE 3




COMPENSATION AND BENEFITS




     3.1 Salary. During the term of this Agreement, Executive shall receive salary at an
annual rate of three hundred fifty-nine thousand nine hundred and ninety nine dollars and ninety
two cents ($359,999.92), payable semi-monthly in equal installments in accordance with the
Company’s normal payroll practices.



     3.2 Incentive Bonus. Executive shall be eligible for a bonus payment based upon
achievement of individual goals approved by the Chief Executive Officer. The Chief Executive
Officer shall determine achievement of goals and amount of any bonus payment.



     3.3 Vacation. Executive shall be entitled to the greater of three (3) weeks of annual
paid vacation or the amount of annual paid vacation to which Executive may become entitled under
the terms of Company’s vacation policy for employees during the term of this Agreement.



     3.4 Benefits. During the term of this Agreement, the Company shall also provide
Executive with the usual health insurance benefits it generally provides to its other senior
management employees. Executive is entitled in accordance with criteria adopted by the Company, to
participate in and to receive benefit from life, accident, disability, medical, pension,
profit-sharing and savings plans and similar benefits made available generally to employees of the
Company as such plans and benefits may be adopted by the Company. The amount and extent of
benefits to which Executive is entitled shall be governed by the specific benefit plan as it may be
amended from time to time.



     3.5 Business Expense Reimbursement. During the term of this Agreement, Executive
shall be entitled to receive proper reimbursement for all reasonable out-of-pocket expenses
incurred by him (in accordance with the policies and procedures established by the Company for its
senior executive officers) in performing services hereunder. Executive agrees to furnish to the
Company adequate records and other documentary evidence of such expense for which Executive seeks
reimbursement. Such expenses shall be reimbursed and accounted for under the policies and
procedure established by the Company.



      



					
	 
	 	 
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     3.6 Relocation Expense. Upon termination of this Agreement other than pursuant to
Article 6, in the event the Executive wishes to relocate outside of California within three (3)
months following the Retirement Date, the Company will reimburse Executive for up to twenty-five
thousand dollars ($25,000) in expenses to pack and relocate Executive’s household goods to be
coordinated by the Company.



     3.7 Loans. In connection with Executive’s employment, the Company has provided to
Executive a home loan of four hundred thousand dollars ($400,000) dated May 15, 2002 (the “Home
Loan”) and a stock loan of two hundred seventy-seven thousand seven hundred and twenty five dollars
($277,725) dated October 17, 2001 (the “Stock Loan”). The principal and interest on the Home Loan
and the Stock Loan will be repayable, forgiven or has been forgiven, as the case may be, in
accordance with their terms.



     3.8 Withholding and Taxes. All compensation and benefits payable to Executive
hereunder and the Agreement shall be subject to all federal, state, local and other withholdings
and similar taxes and payments required by applicable law. Executive will be responsible for the
payment of all federal and state income taxes on all allowances, loans and loan forgiveness
accruing to Executive pursuant to this Article 4.



ARTICLE 4




CONFIDENTIALITY




     4.1 Proprietary Information. Executive represents and warrants that he has previously
executed and delivered to the Company the Company’s standard Proprietary Information and Inventions
Agreement in form acceptable to the Company’s counsel.



     4.2 Return of Property. All documents, records, apparatus, equipment and other
physical property which is furnished to or obtained by Executive in the course of his employment
with the Company shall be and remain the sole property of the Company. Executive agrees that, upon
the termination of his employment, he shall return all such property (whether or not it pertains to
Proprietary Information as defined in the Proprietary Information and Inventions Agreement), and
agrees not to make or retain copies, reproductions or summaries of any such property.



     4.3 No use of Prior Confidential Information. Executive will not intentionally
disclose to the Company or use on its behalf any confidential information belonging to any of his
former employers or any other third party.



ARTICLE 5




TERMINATION




     6.1 By Death. The period of employment shall terminate automatically upon the death
of Executive. In such event, all stock options held by Executive at the time of termination will
continue to vest until the first to occur of (i) six (6) months from the date of termination or
(ii) October 16, 2006. All stock options held by Executive will be exercisable in accordance with



      



					
	 
	 	 
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their terms. In addition, the Company shall pay to Executive’s beneficiaries or his estate, as the
case may be, any accrued salary the extent earned, any vested deferred compensation (other than
pension plan or profit-sharing plan benefits which will be paid in accordance with the applicable
plan), any benefits under any plans of the Company in which Executive is a participant to the full
extent of Executive’s rights under such plans, any accrued vacation pay and any appropriate
business expenses incurred by Executive in connection with his duties hereunder, all to the date of
termination (collectively “Accrued Compensation”), but no other compensation or reimbursement of
any kind, including, without limitation, severance compensation, and thereafter, the Company’s
obligations hereunder shall terminate.




     6.2 By Disability. If Executive is prevented from properly performing his duties
hereunder by reason of any physical or mental incapacity for a period of one hundred and twenty
(120) consecutive days, or for one hundred and eighty (180) days in the aggregate in any three
hundred and sixty-five (365) day period, then, to the extent permitted by law, the Company may
terminate the employment of Executive at such time. In such event, all stock options held by
Executive at the time of termination will continue to vest until the first to occur of (i) six (6)
months from the date of termination or (ii) October 16, 2006 and will be exercisable in accordance
with their terms. In addition, the Company shall pay to Executive all Accrued Compensation, and
shall continue to pay to Executive salary until the first to occur of (i) Executive shall become
entitled to receive disability insurance payments under the disability insurance policy maintained
by the Company or (ii) October 16, 2006, but no other compensation or reimbursement of any kind,
including without limitation, severance compensation, and thereafter the Company’s obligations
hereunder shall terminate. Nothing in this Section shall affect Executive’s rights under any
disability plan in which he is a participant.



     6.3 By Company for Cause. The Company may terminate the Executive’s employment for
Cause (as defined below) without liability at any time with or without advance notice to Executive.
The Company shall pay Executive all Accrued Compensation, but no other compensation or
reimbursement of any kind, including without limitation, severance compensation, and thereafter the
Company’s obligations hereunder shall terminate. Termination shall be for “Cause” in the event of
the occurrence of any of the following: (a) any intentional action or intentional failure to act
by Executive which was performed in bad faith and to the material detriment of the Company; (b)
Executive intentionally refuses or intentionally fails to act in accordance with any lawful and
proper direction or order of the Chief Executive Officer; (c) Executive habitually neglects the
duties of employment; or (d) Executive is convicted of a felony crime involving moral turpitude,
provided that in the event that an of the foregoing events is capable of being cured, the Company
shall provide written notice to Executive describing the nature of such event and Executive shall
thereafter have ten (10) business days to cure such event.



     6.4 Termination Without Cause. At any time, the Company may terminate the employment
of Executive prior to the Retirement Date without liability other than as set forth below, for any
reason not specified in Section 6.3 above, by giving thirty (30) days advance written notice to
Executive. If the Company elects to terminate Executive pursuant to this Section 6.4:



      



					
	 
	 	 
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	 	(a)	 	The Company shall pay to Executive all Accrued Compensation;
	 
	 	(b)	 	The Company shall continue to pay to Executive as provided herein, as
severance, Executive’s salary and Executive shall be deemed to be a full time active
employee of the Company from the date of such termination until the first to occur of
(i) nine (9) months after the termination date or (ii) October 16, 2006;
	 
	 	(c)	 	The vesting of all outstanding stock options held by Executive shall be
accelerated so that the amount of shares vested under such option shall equal that
number of shares which would have been vested if the Executive had continued to render
services to the Company until October 16, 2006;
	 
	 	(d)	 	Regardless of when Executive is terminated under this paragraph, he shall be
deemed to have remained an active full time employee until October 16, 2006 for the
limited purpose of qualifying for any rights or benefits under the Company’s option
plans which rights shall, include but not be limited to, full vesting under the 5 and
55 provisions; and
	 
	 	(e)	 	The Company shall pay all costs which the Company would otherwise have incurred
to maintain all of Executive’s health and welfare, and retirement benefits (either on
the same or substantially equivalent terms and conditions) if the Executive had
continued to render services to the Company until the first to occur of (i) nine (9)
months after the termination date or (ii) October 16, 2006.




The Company shall have no further obligations to Executive other than those set forth in the
preceding sentence. During the period when such severance compensation is being paid to Executive,
Executive shall not (i) engage, directly or indirectly, in providing services to any other business
program or project that is competitive to a program or project being conducted by the Company or
any Affiliated Company at the time of such employment termination (provided that Executive may own
less than two percent (2%) of the outstanding securities of any publicly traded corporation), or
(ii) hire, solicit, or attempt to solicit on behalf of himself or any other party or any employee
or exclusive consultant of the Company.




     6.5 Constructive Termination. A Constructive Termination shall be deemed to be a
termination of employment of Executive without Cause pursuant to Section 6.4. For purposes of this
Agreement, a “Constructive Termination” means that the Executive voluntarily terminates his
employment except in connection with the termination of his employment for death, disability,
retirement, fraud, misappropriation, embezzlement (or any other occurrence which constitutes
“Cause” under section 6.3) or any other voluntary termination of employment by Executive after any
of the following are undertaken without Executive’s express written consent:




	 	(a)	 	A reduction by the Company in Executive’s salary by greater than five percent
(5%);
	 
	 	 	 	 





					
	 
	 	 
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	 	(b)	 	A relocation of Executive or the Company’s principal executive offices if
Executive’s principal office is at such offices, to a location more than forty (40)
miles from the location at which Executive is then performing his duties, except for an
opportunity to relocate which is accepted by Executive in writing;
	 
	 	(c)	 	Any material breach by the Company of any provision of this Agreement; or
	 
	 	(d)	 	Any failure by the Company to obtain the assumption of this Agreement by any
successor or assign of the Company.





     6.6 Termination Following Change in Control. Upon a Change in Control, the Company
shall pay to Executive a lump sum severance payment in an amount equal to one (1.0) times
Executive’s salary plus reimbursement for federal and state income taxes payable by Executive by
reason of the such severance payment. In addition, the vesting of all outstanding stock options
held by Executive shall be accelerated so that the options are immediately exercisable in full.



     6.7 Changes in Control. For purposes of this Agreement, a “Change in Control” shall
have occurred if at any time during the term of Executive’s employment hereunder, any of the
following events shall occur:




	 	(a)	 	The Company is merged, or consolidated or reorganized into or with another
corporation or other legal person, and as a result of such merger, consolidation or
reorganization less than fifty (50%) of the combined voting power of the
then-outstanding securities of such corporation or person immediately after such
transaction are held in the aggregate by the holders of voting securities of the
Company immediately prior to such transaction;
	 
	 	(b)	 	The Company sells all or substantially all of its assets or any other
corporation or other legal person and thereafter, less than fifty percent (50%) of the
combined voting power of the then-outstanding voting securities of the acquiring or
consolidated entity are held in the aggregate by the holders of voting securities of
the Company immediately prior to such sale;
	 
	 	(c)	 	There is a report filed after the date of this Agreement on Schedule 13 D or
schedule 14 D-1 (or any successor schedule, form or report), each as promulgated
pursuant to the Securities Exchange Act of l934 (the “Exchange Act”) disclosing that
any person (as the term “person” is used in Section 13(d)(3) or Section 14(d)(2) of the
exchange Act) has become the beneficial owner (as the term beneficial owner is defined
under Rule 13d-3 or any successor rule or regulation promulgated under the Exchange
Act) representing fifty percent (50%) or more of the combined voting power of the
then-outstanding voting securities of the Company;
	 
	 	(d)	 	The Company shall file a report or proxy statement with the Securities and
Exchange Commission pursuant to the Exchange Act disclosing in response to item 1 of
Form 8-X thereunder or Item 5(f) of Schedule 14 A thereunder (or any successor
schedule,
	 
	 	 	 	 





					
	 
	 	 
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	 	 	 	form or report or item therein) that the change in control of the Company has
or may have occurred or will or may occur in the future pursuant to any then-existing
contract or transaction; or
	 
	 	(e)	 	During any period of two (2) consecutive years, individuals who at the
beginning of any such period constitute the directors of the Company cease for any
reason to constitute at least a majority thereof unless the election to the nomination
for election by the Company’s shareholders of each director of the Company first
elected during such period was approved by a vote of at least two-thirds of the
directors of the Company then still in office who were directors of the Company at the
beginning of such period.





     6.8 Termination by Executive. At any time, Executive may terminate his employment by
giving thirty (30) days advance written notice to the Company. The Company shall pay Executive all
Accrued Compensation, but no other compensation or reimbursement of any kind, including without
limitation, severance compensation, and thereafter the Company’s obligations hereunder shall
terminate.



     6.9 Mitigation. Except as otherwise specifically provided herein, Executive shall not
be required to mitigate the amount of any payment provided under this Agreement by seeking other
employment or self-employment, nor shall the amount of any payment provided for under this
Agreement be reduced by any compensation earned by Executive as a result of employment by another
employer or through self-employment or by retirement benefits after the date of Executive’s
termination of employment from the Company.



     6.10 Coordination. If upon termination of employment, Executive becomes entitled to
rights under other plans, contracts or arrangements entered into by the Company, this Agreement
shall be coordinated with such other arrangements so that Executive’s rights under this Agreement
are not reduced, and that any payments under this Agreement offset the same types of payments
otherwise provided under such other arrangements, but do not otherwise reduce any payments or
benefits under such other arrangements to which Executive becomes entitled.



ARTICLE 7




RELEASE




     7.1 Executive’s Release of Employment Related Claims. In consideration for the
benefits to be provided to him under this Agreement, Executive for himself, his heirs, executors,
administrators, assigns and successors, fully and forever releases and discharges the Company and
each of its current, former and future parents, subsidiaries, related entities, employee benefit
plans and their fiduciaries, predecessors, successors, officers, and directors (“Releasees”) with respect to any and all
claims, liabilities and causes of action, of every nature, kind and description, in law, equity or
otherwise (“Claims’), arising out of or relating to Executive’s employment with the Company or the
cessation of that employment, provided however, the



      



					
	 
	 	 
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foregoing release shall not apply to Claims
arising out of the Company’s breach of this Agreement. Executive understands and agrees that he is
waiving any and all rights he may have had, now has, or in the future may have, to pursue against
any of the Releasees any and all remedies available to him under any employment-related causes of
action, including without limitation, claims of wrongful discharge, breach of contract, breach of
the covenant of good faith and fair dealing, fraud, violation of public policy, defamation,
discrimination, personal injury, physical injury, emotional distress, claims under Title VII of the
Civil Rights Act of 1964, as amended, the Age Discrimination in Employment Act, the Americans With
Disabilities Act, the Federal Rehabilitation Act, the Family and Medical Leave Act, the California
Fair Employment and Housing Act, the California Family Rights Act, the Equal Pay Act of 1963, the
provisions of the California Labor Code and any other federal, state or local laws and regulations
relating to employment, conditions of employment (including wage and hour laws), perquisites of
employment (including but not limited to stock and/or stock options) and/or employment
discrimination. Executive expressly agrees and understands that the Release he gives pursuant to
this Agreement applies to all unknown, unsuspected and unanticipated claims, liabilities and causes
of action (including any claims under the Age Discrimination in Employment Act) which Executive may
have against the Company or any of the other Releasees.




     7.2 Severability of Release Provisions. The parties agree that if any provision of the
release given by Executive under this Agreement is found to be unenforceable, it will not affect
the enforceability of the remaining provisions and the courts may enforce all remaining provisions
to the extent permitted by law.



     7.3 Promise to Refrain from Disparagement or Suit. Executive promises and agrees that
he will not disparage the Company nor make any statements to damage the Company or its reputation.
In addition, he promises that he will never sue the Company (and, if applicable, any of the other
Releasees), or otherwise institute or participate in any legal proceedings against the Company
(and, if applicable, any of the other Releasees), with respect to any claim covered by the release
provisions of this Agreement, including but not limited to claims arising out of Executive’s
employment with the Company, Executive’s performance of his duties as an employee of the Company,
or the termination of Executive’s employment with the Company, unless he is compelled by legal
process to do so.



     7.4 No Admission of Liability. The parties agree that this Agreement, and performance
of the acts required by it, does not constitute an admission of liability, culpability, negligence
or wrongdoing on the part of anyone, and will not be construed for any purpose as an admission of
liability, culpability, negligence or wrongdoing by any party and/or by any party’s current, former
or future parents, subsidiaries, related entities, predecessors, successors, officers, directors,
shareholders, agents, employees and assigns. The parties specifically acknowledge and agree that
this Agreement results in their respective compromises of various disputed claims, that both
parties deny any liability for any matter released herein and that they enter into this Agreement
in order to avoid litigation of actual or potential disputes between them.



      



					
	 
	 	 
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ARTICLE EIGHT




GENERAL PROVISIONS




     8.1 Governing Law. The validity, interpretation, construction and performance of
this Agreement and the rights of the parties thereunder shall be interpreted and enforced under
California law without reference to principles of conflicts of laws. The parties agree that with
the exception of disputes and claims identified below, if any dispute arises concerning
interpretation and/or enforcement of the terms of this Agreement, said dispute shall be resolved
by binding arbitration conducted in San Diego, California in accordance with the American
Arbitration Association’s National Rules for the Resolution of Employment Disputes, effective June
1, 1997 (“AAA’s National Rules”). In the event that such a dispute arises, counsel for both
parties will attempt to jointly select an arbitrator. If unable to do so, the procedures outlined
in the AAA’s National Rules shall govern. Exceptions: Neither party to this Agreement
shall be prohibited from seeking injunctive relief in a judicial proceeding. If the Company
claims that Executive has violated the confidentiality provisions of this Agreement and/or the
confidentiality provisions of any other agreement referenced herein, the Company may, but is not
required to, arbitrate said dispute.



     8.2 Period to Consider Terms of Agreement. Executive acknowledges that this
Agreement was presented to him on September 30, 2005, and that he is entitled to have twenty-one
(21) days’ time in which to consider the Agreement. Executive acknowledges that he has had the
opportunity to obtain the advice and counsel from the legal representative of his choice and
executes this Agreement having had sufficient time within which to consider its terms. Executive
represents that if he executes this Agreement before twenty-one (21) days have elapsed, he does so
voluntarily and voluntarily waives any remaining consideration period. If Executive has not
executed this Agreement before twenty-one (21) days have elapsed the offers set forth herein will
terminate.



     8.3 Revocation of Agreement. After executing this Agreement, Executive shall have
the right to revoke it within seven (7) days after his execution of it. Any revocation of this
Agreement must be made in writing and delivered to the Company, within the seven (7) day period.
This Agreement may not be revoked after the seven (7) day revocation period has passed.



     8.4 Assignment; Successors Binding Agreement.





	 	(a)	 	Executive may not assign, pledge or encumber his interest in this Agreement or
any part thereof.
	 
	 	(b)	 	The Company will require any successor (whether direct or indirect, by
purchase, merger, consolidation or otherwise) to all or substantially all of the
business and/or assets of the Company, by operation of law or by agreement in form and
substance reasonably satisfactory to Executive, to assume and agree to perform this
Agreement in the same
manner and to the same extent that the Company would be required to perform it if no
such succession had taken place.
	 
	 	 	 	 





					
	 
	 	 
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	 	(c)	 	This Agreement shall inure to the benefit of and be enforceable by Executive’s
personal or legal representatives, executors, administrators, successors, heirs,
distributee, devisees and legatees. If Executive should die while any amount is at
such time payable to his hereunder, all such amounts, unless otherwise provided herein,
shall be paid in accordance with the terms of this Agreement to Executive’s devisee,
legates or other designee or, if there be no such designee, to his estate.





     8.5 Certain Reduction of Payments. In the event that any payment or benefit received
or to be received by Executive under this Agreement would result in all or a portion of such
payment to be subject to the excise tax on “golden parachute payments” under Section 4999 of the
Internal Revenue Code of 1986, as amended (the “Code”), then Executive’s payment shall be either
(a) the full payment or (b) such lesser amount which would result in no portion of the payment
being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts,
taking into account the applicable Federal, state and local employment taxes, income taxes, and the
excise tax imposed by Section 4999 of the Code, results in the receipt by Executive on an after-tax
basis, of the greatest amount of the payment notwithstanding that all or some portion of the
payment may be taxable under Section 4999 of the Code.



     8.6 Notice. For the purposes of this Agreement, notices and all other communications
provided for in this Agreement shall be in writing and shall be deemed to have been duly given when
delivered or mailed by certified or registered mail, return receipt requested, postage prepaid,
addressed to the respective addresses set forth below or to such other address as either party may
have furnished to the other in writing in accordance herewith, except that notice of change of
address shall be effective only upon receipt.



     To the Company:




Neurocrine Biosciences, Inc.

12790 El Camino Real

San Diego, CA 92130

Attn.: President & Chief Executive Officer



     To Executive:




Henry Pan, M.D.



     8.7 Modification; Waiver; Entire Agreement. No provisions of this Agreement may be
modified, waived or discharged unless such waiver, modification or discharge is agreed to in
writing signed by Executive and such officer as may be specifically designated by the Board of the
Company. No waiver by either party hereto at any time of any breach by the other party of, or
compliance with, any condition or provision of this Agreement to be performed by such other party shall be
deemed a waiver of similar or dissimilar provisions or conditions at the



      



					
	 
	 	 
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same or any prior or
subsequent time. No agreements or representations, oral or otherwise, express or implied, with
respect to the subject matter hereof have been made by either party which are not expressly set
forth in this Agreement.




     8.8 Validity. The invalidity or unenforceability of any provision of this Agreement
shall not affect the validity or enforceability of any other provision of this Agreement, which
shall remain in full force and effect.



     8.9 Controlling Document. In case of conflict between any of the terms and condition
of this Agreement and the document herein referred to or agreement between Executive and the
Company, the terms and conditions of this Agreement shall control.



     8.10 Remedies.





	 	(a)	 	Injunctive Relief. The parties agree that the services to be rendered
by Executive hereunder are of a unique nature and that in the event of any breach or
threatened breach of any of the covenants contained herein, the damage or imminent
damage to the value and the goodwill of the Company’s business will be irreparable and
extremely difficult to estimate, making any remedy at law or in damages inadequate.
Accordingly, the parties agree that the Company shall be entitled to injunctive relief
against Executive in the event of any breach or threatened breach of any such
provisions by Executive, in addition to any other relief (including damage) available
to the Company under this Agreement or under law.
	 
	 	(b)	 	Exclusive. Both parties agree that the remedy specified in Section 8.10
above is not exclusive of any other remedy for the breach by Executive of the terms
hereof.





     8.11 Counterparts. This Agreement may be executed in one or more counterparts, all of
which taken together shall constitute one and the same Agreement.



     8.12 Prevailing Party Expenses. In the event that any action or proceeding is
commenced to enforce the provisions of the Agreement, the court adjudicating such action or
proceeding shall award to the prevailing party all costs and expenses thereof, including, but not
limited to, all reasonable attorneys’ fees, court costs, and all other related expenses.


Executed by the parties as of the day and year first above written.




	 	 	 	 	 	 	 	 	 	 	 
	 	 	EXECUTIVE	 	 	 	NEUROCRINE BIOSCIENCES, INC
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Henry Pan	 	 	 	By:	 	/s/ Gary A. Lyons
	 

	 	 	 	 
	 	 	 	 	 	 
	 

	 	 	 	Henry Pan, M.D.,Ph.D.
	 	 	 	 	 	Gary A. Lyons
	 

	 	 	 	 	 	 	 	 	 	President & Chief Executive Officer
	 
	 	 	 	 	 	 	 	 	 	 





					
	 
	 	 
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