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

Item1.01

On February9, 2017, Neurocrine Biosciences, Inc. (the
Company) entered into a License
Agreement (the Agreement) with BIAL
Portela Ca, S.A. (BIAL) for the
development and commercialization of opicapone for the treatment
of human diseases and conditions, including Parkinsons disease,
in the United States and Canada (the Company
Territory). to the Agreement, BIAL granted the
Company an exclusive and non-sublicensable license to specified
BIAL know-how and patents, including BIALs interest in the joint
inventions and joint patents under the Agreement, to use, market,
distribute, import, offer for sale and commercialize products
containing opicapone within the Company Territory, and granted
the Company a non-exclusive and non-sublicensable license to
specified BIAL know-how and patents, including BIALs interest in
the joint inventions and joint patents under the Agreement, to
develop licensed products within the Company Territory. to the
Agreement, BIAL retained the right to co-promote the licensed
products within the Company Territory during certain periods of
time and to engage in certain marketing-related activities in
cooperation with the Company in the Company Territory. If BIAL
exercises its option to co-promote the licensed products, the
Company will enter into a co-promotion agreement with BIAL at a
future time.

Under the terms of the Agreement, the Company is responsible for
the management and cost of all opicapone development and
commercialization activities in the Company Territory.

Under the terms of the Agreement, the Company will pay BIAL an
upfront license fee of $30 million. The Company may also be
required to pay up to an additional $115 million in milestone
payments associated with the regulatory approval and net sales of
products containing opicapone. Upon commercialization, the
Company has agreed to determine certain annual sales forecasts.
In the event that the Company fails to meet the minimum sales
requirements for a particular year, the Company will be required
to pay BIAL an amount corresponding to the difference between the
actual net sales and the minimum sales requirements for such
year, and if the Company fails to meet the minimum sales
requirements for any two years, BIAL may terminate the Agreement.
The Agreement also contemplates that the Company will purchase,
and BIAL will supply, all drug product and investigation
medicinal product for the Companys development and
commercialization activities in the Company Territory, and the
parties will enter into an agreement for the supply of products
containing opicapone and a quality agreement for such products at
a future time.

The Agreement, unless terminated earlier, will continue on a
licensed product by licensed product and country by country basis
until a generic product in respect of such licensed product under
the Agreement is sold in a country and sales of such generic
product are greater than a specified percentage of total sales of
such licensed product in such country (the
Term). Upon the Companys written
request prior to the estimated expiration of the Term in respect
of a licensed product, the parties shall negotiate a good faith
continuation of BIALs supply of such licensed product after the
Term. After the Term, and if BIAL is not supplying a certain
licensed product, the Company shall pay BIAL a trademark royalty
based on the net sales of such licensed product. Either party may
terminate the Agreement earlier if the other party materially
breaches the Agreement and does not cure the breach within a
specified notice period, or upon the other partys insolvency.
BIAL may terminate the Agreement if the Company fails to use
commercially reasonable efforts or fails to file a New Drug
Application (an NDA) for a licensed
product by a specified date or under certain circumstances
involving a change of control of the Company. In certain
circumstances where BIAL elects to terminate the Agreement in
connection with the Companys change of control, BIAL shall pay
the Company a termination fee. The Company may terminate the
Agreement at any time for any reason upon six months written
notice to BIAL if prior to the first NDA approval in the United
States, and upon nine months written notice to BIAL if such
notice is given after the first NDA approval in the United
States. If the Companys termination request occurs prior to the
first NDA approval in the United States, the Company will have to
pay BIAL a termination fee except under certain conditions
specified in the Agreement.

The foregoing description of the terms of the Agreement does not
purport to be complete and is qualified in its entirety by
reference to the full text of the Agreement, a copy of which will
be filed with the Securities and Exchange Commission as an
exhibit to the Companys Quarterly Report on Form 10-Q for the
quarter ended March31, 2017.

(c) On December23, 2016, the Company filed a Current Report on
Form 8-K (the December 2016 8-K)
announcing that TimothyP. Coughlin had informed the Company of
his intention to voluntarily resign from his position as the
Companys Vice President and Chief Financial Officer for personal
reasons, effective as of the first business day following the
date on which the Company files its Annual Report on Form 10-K
for the fiscal year ending December31, 2016 with the Securities
and Exchange Commission (the Officer Resignation
Date).

On February6, 2017, the Board of Directors of the Company
appointed David-Alexander C. Gros, M.D. as the Companys interim
Chief Financial Officer, effective as of the Officer Resignation
Date. Dr.Gros currently serves as the Companys President and
Chief Operating Officer, and will continue to serve in such
capacities while performing his duties as the interim Chief
Financial Officer.

Biographical information regarding Dr.Gros, as well as a
description of his employment agreement, was provided in the
Companys Current Report on Form 8-K filed with the Securities and
Exchange Commission on January6, 2017.

(e) The Company maintains a bonus program for all employees of
the Company, including its executive officers (the
Bonus Plan). The Bonus Plan is
administered by the Compensation Committee of the Board of
Directors (the Compensation Committee).
The purpose of the Bonus Plan is to reward employees, including
executive officers, for successful achievement of specified
performance goals.

The Compensation Committee may, at their sole discretion,
eliminate any individual bonus or reduce or increase the amount
of compensation payable with respect to any individual bonus. An
executive officer must be an employee of the Company on the date
of payment to qualify for a bonus under the Bonus Plan. Any
executive officer who leaves the employment of the Company,
voluntarily or involuntarily, prior to the payment date, is
ineligible for any bonus under the Bonus Plan. On February6,
2017, the Compensation Committee approved bonus payouts under the
Bonus Plan for 2016 goal achievement. The individual amounts
approved for payment to the Companys named executive officers are
set forth below:

On February6, 2017, the Compensation Committee approved 2017 base
salaries for the Companys named executive officers. The
individual 2017 base salaries approved for the Companys named
executive officers are set forth below:

On February6, 2017, the Compensation Committee approved the grant
of stock options to the Companys named executive officers to the
Companys 2011 Equity Incentive Plan. The exercise price for these
options is equal to the closing price of the Companys stock on
the NASDAQ Global Select Market on February7, 2017 of $43.24.
These options have a 10 year term and vest ratably on a monthly
basis over a four year period, subject to the executive officers
continued service to the Company. The individual option grants
approved for the Companys named executive officers are set forth
below:

On February6, 2017, the Compensation Committee approved the grant
of restricted stock units (RSU) to the Companys named executive
officers to the Companys 2011 Equity Incentive Plan. These RSU
vest ratably on an annual basis over a four year period, subject
to the executive officers continued service to the Company. The
individual RSU approved for the Companys named executive officers
are set forth below:

On February6, 2017, the Compensation Committee approved bonus
targets for the Companys employees for payouts under the Companys
Bonus Plan for 2017 goal achievement. The individual bonus
targets approved for the Companys named executive officers are
set forth below:

On February6, 2017, the Board of Directors of the Company adopted
a Policy for Recoupment of Incentive Compensation (a
Clawback Policy), which provides for
the Companys recoupment of certain compensation paid to executive
officers of the Company under certain circumstances.

A copy of the Clawback Policy is attached hereto as Exhibit99.1.

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 down -0.92 at 44.44 with 1,238,520 shares trading hands.