NEUROCRINE BIOSCIENCES, INC. (NASDAQ:NBIX) Files An 8-K Entry into a Material Definitive Agreement

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NEUROCRINE BIOSCIENCES, INC. (NASDAQ:NBIX) Files An 8-K Entry into a Material Definitive Agreement

Item1.01

Entry into a Material Definitive Agreement.

The Patheon Agreements and Packaging Agreement (each as defined
below) described below were not material to Neurocrine
Biosciences, Inc. (the Company) when
executed, but became material to the Company during the quarter
ending June30, 2017.

Master Manufacturing Services Agreement and Product
Agreement

On November28, 2016, the Company and Patheon UK Limited
(Patheon) entered into a Master
Manufacturing Services Agreement (the Services
Agreement
) and a related Product Agreement (the
Product Agreement and together with the
Services Agreement, the Patheon
Agreements
)for Patheons manufacture of commercial
supplies of INGREZZATM
(valbenazine) at Patheons manufacturing site. Under the terms of
the Services Agreement, the Company is responsible for supplying
the active pharmaceutical ingredients for INGREZZA to Patheon.
Patheon is responsible for manufacturing the INGREZZA capsules,
conducting quality control, quality assurance, validation
activities, stability testing, packaging and providing related
services for the manufacture of the INGREZZA capsules.

to the Patheon Agreements, the Company has agreed to order from
Patheon certain annual binding minimum amounts of INGREZZA
capsules in the United States based on an agreed upon pricing
schedule. The Patheon Agreements have an initial term ending
December31, 2021, and will automatically renew after the initial
term for successive terms of two years, unless either party gives
notice of its intention to terminate the Patheon Agreements
within at least 18 months prior to the end of the then current
term.

The Company may terminate the Product Agreement upon 30 days
prior written notice if any governmental agency takes any action
that prevents the Company from importing, exporting, purchasing
or selling INGREZZA. Further, the Company must give at least six
months advance notice (or such shorter period if required to
action taken by a governmental agency) if the Company intends to
no longer order manufacturing services for INGREZZA due to
discontinuance of INGREZZA in the market.

Either party may terminate the Services Agreement or the Product
Agreement (a)if the other party has failed to remedy a material
breach under the Services Agreement or the Product Agreement
within 90 days following receipt of a written notice,
(b)immediately upon written notice to the other party in the
event that the other party is declared insolvent or bankrupt, a
voluntary petition of bankruptcy is filed in any court by such
other party or the Patheon Agreements are assigned by such other
party for the benefit of creditors, and (c)upon six months
written notice if the other party assigns the Services Agreement
or the Product Agreement to an assignee that, in the opinion of
the non-assigning party acting reasonably, is (i)not a credit
worthy substitute for the other party or (ii)a competitor of the
non-assigning party.

The Patheon Agreements contain certain representations,
warranties, limitations of liabilities, confidentiality and
indemnity obligations and other provisions customary for
agreements of their type.

The foregoing description of the terms of the Patheon Agreements
does not purport to be complete and is qualified in its entirety
by reference to the full text of the Services Agreement and the
Product Agreement, copies of which are attached to this report as
Exhibits 99.1 and 99.2, respectively.

Commercial Packaging Agreement

On December12, 2016, the Company and AndersonBrecon Inc., doing
business as PCI of Illinois (PCI),
entered into a Commercial Packaging Agreement (the
Packaging Agreement) for PCIs
commercial packaging services. Under the terms of the Packaging
Agreement, PCI will be responsible for, among other things, the
packaging of certain of the Companys products, tooling purchases
and repair, analytical work, stability testing, auditing of
suppliers and storage. The Company is responsible for supplying
the product materials to PCI. to the Packaging Agreement, the
Company has agreed to submit rolling forecasts, some of which
will be binding on the Company. The Company will compensate PCI
for services rendered, based on an agreed upon fee schedule and
subject to certain price adjustments.

The Packaging Agreement has an initial term ending September30,
2019, unless earlier terminated in accordance with its terms. The
Packaging Agreement will automatically renew after the initial
term for successive terms of two years, unless either party gives
notice of its intention to terminate the Packaging Agreement at
least one year prior to the end of the then current term.

Either party may terminate the Packaging Agreement (a)if the
other party has failed to remedy a material breach within 60 days
following receipt of a written notice, or (b)immediately upon
written notice to the other party in the event that the other
party files a

petition of bankruptcy, enters into an agreement with its
creditors, applies for or consents to the appointment of a
receiver, trustee or administrator, permits the entry of any
order adjudicating it to be bankrupt or insolvent and such order
is not discharged within 30 days, or takes any equivalent action
in consequence of debt in any jurisdiction. Either party may
terminate the Packaging Agreement for any reason or no reason
upon 24 months prior written notice to the other party.

The Packaging Agreement contains certain representations,
warranties, limitations of liabilities, confidentiality and
indemnity obligations and other provisions customary for
agreements of this type.

The foregoing description of the terms of the Packaging Agreement
does not purport to be complete and is qualified in its entirety
by reference to the full text of the Packaging Agreement, a copy
of which is attached to this report as Exhibit 99.3.

License Agreement

Also attached to this report as Exhibit 99.4 is a copy of the
License Agreement between the Company and BIAL Portela CA, S.A.,
dated February9, 2017, the terms of which are described in the
Companys Current Report on Form 8-K that was filed with the
Securities and Exchange Commission on February10, 2017.

Item2.02 Results of Operations and Financial
Condition.

The disclosure
contained under the heading Quarter-End Cash, Investments
and Receivables in Item 8.01 below is incorporated herein by
reference.

Item8.01 Other Events.

Recent
Developments

On April 11, 2017, the U.S.
Food and Drug Administration (the FDA)
approved INGREZZATM
(valbenazine) capsules for the treatment of adults with tardive
dyskinesia. INGREZZA, a novel, selective vesicular monoamine
transporter 2 (VMAT2) inhibitor, is the first and only
FDA-approved product indicated for the treatment of adults with
tardive dyskinesia.

The Company has established
the wholesale acquisition cost (WAC)
for a 30-count bottle of INGREZZA 40mg capsules at $5,275. The
Company anticipates obtaining FDA approval for an 80mg capsule
formulation of INGREZZA by the end of 2017, and expects the WAC
price for a 30-count bottle of the 80 mg capsule formulation of
INGREZZA to be priced substantially similar to the price of a
30-count bottle of INGREZZA 40 mg capsules.

Quarter-End Cash,
Investments and Receivables

The Company expects to end the
first quarter of 2017 with cash, investments and receivables
totaling approximately $274 million. The Companys financial
statements for the quarter ended March 31, 2017 have not yet been
completed and could result in changes to these anticipated
financial results.

Convertible Senior
Notes

On April 25, 2017, the Company
issued a press release announcing its proposed plans to offer,
subject to market and other conditions, up to approximately
$450million in aggregate principal amount of convertible senior
notes due 2024 (the notes) in a private offering to qualified
institutional buyers to Rule 144A of the Securities Act of 1933,
as amended (the Securities Act). The
Company also expects to grant the initial purchasers for the
offering a 30-day option to purchase up to an additional $67.5
million principal amount of notes. A copy of the press release is
attached hereto as Exhibit99.5 and incorporated by reference
herein.

This Form 8-K does not
constitute an offer to sell or the solicitation of an offer to
buy these securities, nor shall there be any offer, solicitation
or sale of these securities in any state in which such offer,
solicitation or sale would be unlawful. Any offers of the
securities would be made only by means of a confidential offering
circular. These securities have not been registered under the
Securities Act, or any state securities laws and, unless so
registered, may not be offered or sold in the United States
except to an exemption from the registration requirements of the
Securities Act and applicable state laws.

Special Note Regarding
Forward-Looking Statements

This Current Report on Form
8-K contains forward-looking statements within the meaning of
Section27A of the Securities Act of 1933, as amended, and
Section21E of the Securities Exchange Act of 1934, as amended.
These statements relate to future events and involve known and
unknown risks, uncertainties and other factors which may cause
the Companys actual results, performance or achievements to be
materially different from any future results, performances or
achievements expressed or implied by the forward-looking
statements. In some cases, you can identify forward-looking
statements by terms such as may, will, should, could, would,
expects, plans, anticipates, believes, estimates, projects,
predicts, potential and similar expressions intended to identify
forward-looking statements. These statements reflect the Companys
current views with respect to future events and are based on
assumptions and subject to risks and uncertainties. Given these
uncertainties, you should not place undue reliance on these
forward-looking statements. Also, these forward-looking
statements represent the Companys estimates and assumptions only
as of the date of this Current Report on Form 8-K.

Item9.01 Financial Statements and Exhibits.
(d) Exhibits.

Exhibit

No.

Description

99.1 Master Manufacturing Services Agreement dated November28,
2016, by and between Patheon UK Limited and Neurocrine
Biosciences, Inc.
99.2 Product Agreement dated November28, 2016, by and between
Patheon UK Limited and Neurocrine Biosciences, Inc.
99.3 Commercial Packaging Agreement dated December12, 2016, by and
between AndersonBrecon Inc., d/b/a PCI of Illinois, and
Neurocrine Biosciences, Inc.
99.4 License Agreement dated February9, 2017, by and between Bial
Portela CA, S.A. and Neurocrine Biosciences, Inc.
99.5 Press release dated April25, 2017


About NEUROCRINE BIOSCIENCES, INC. (NASDAQ:NBIX)

Neurocrine Biosciences, Inc. is engaged in the development of pharmaceutical products focused on neurological and endocrine-based diseases and disorders. The Company’s two lead late-stage clinical programs are Elagolix, a gonadotropin-releasing hormone (GnRH) antagonist for women’s health that is partnered with AbbVie Inc. (AbbVie), and NBI-98854 (valbenazine), a vesicular monoamine transporter 2 (VMAT2) inhibitor for the treatment of movement disorders. The Company focuses on developing NBI-640756 against Essential tremor. Its research and development focuses on addressing diseases and disorders of the central nervous and endocrine systems, which include therapeutic categories ranging from hypothalamic-pituitary-adrenal (HPA) disorders to stress-related disorders and neurological/neuropsychiatric diseases. Its Corticotropin-Releasing Factor (CRF) is a hypothalamic hormone released directly into the hypophyseal portal vasculature.

NEUROCRINE BIOSCIENCES, INC. (NASDAQ:NBIX) Recent Trading Information

NEUROCRINE BIOSCIENCES, INC. (NASDAQ:NBIX) closed its last trading session up +1.84 at 53.62 with 932,120 shares trading hands.