What changed in this filing

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Item 9A. Controls and Procedures

2021-02-05 compared with 2020-02-07 · 59 added, 12 removed, 208 unchanged (25% of the section changed)

4 unchanged sentences

Based on the foregoing, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective at the reasonable assurance level.

Management’s Report on Internal C ontrol Over Financial Reporting

Management’s Report on Internal Control Over Financial Reporting

Internal control over financial reporting refers to the process designed by, or under the supervision of, our Chief Executive Officer and Chief Financial Officer, and effected by our board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, and includes those policies and procedures that:

14 unchanged sentences

Report of Independent Registered Public Accounting Firm

To the Shareholders and the Board of Directors of

Neurocrine Biosciences, Inc.

To the Shareholders and the Board of Directors of Neurocrine Biosciences, Inc.

Opinion on Internal Control over Financial Reporting

2 unchanged sentences

(the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2020, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2019 and 2018, the related consolidated statements of operations and comprehensive income (loss), stockholders’ equity, and cash flows, for each of the three years in the period ended December 31, 2019, and the related notes and our report dated February 6, 2020 expressed an unqualified opinion thereon.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2020 and 2019, the related consolidated statements of income and comprehensive income, stockholders‘ equity, and cash flows, for each of the three years in the period ended December 31, 2020, and the related notes and our report dated February 5, 2021 expressed an unqualified opinion thereon.

Basis for Opinion

17 unchanged sentences

February 5, 2021

O ther Information

Other Information

Directors, Executive Officers and Corporate Governance

23 unchanged sentences

Consolidated Balance Sheets as of December 31, 2020 and 2019

Consolidated Statements of Operations and Comprehensive Income (Loss) for the years ended December 31, 2019, 2018 and 2017

Consolidated Statements of Income and Comprehensive Income for the years ended December 31, 2020, 2019 and 2018

Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2020, 2019 and 2018

7 unchanged sentences

The following exhibits are filed as part of, or incorporated by reference into, this report:

3.1 Description:

Certificate of Incorporation, as amended

Incorporated by reference to Exhibit 3.1 of the Company’s Quarterly Report on Form 10-Q filed on November 5, 2018

Bylaws, as amended

3.2 Description:

Incorporated by reference to Exhibit 3.2 of the Company’s Quarterly Report on Form 10-Q filed on November 5, 2018

3.3 Description:

First Amendment of Bylaws

Incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K filed on February 4, 2020

3.4 Description:

Second Amendment of Bylaws

Incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K filed on August 28, 2020

4.1 Description:

Form of Common Stock Certificate

Incorporated by reference to the Company’s Registration Statement on Form S-1 (Registration No.

4.2 Description:

Indenture, dated as of May 2, 2017, by and between the Company and U.S.

1 unchanged sentence

Incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed on May 2, 2017

4.3 Description:

Form of Note representing the Company’s 2.25% Convertible Notes due 2024

Incorporated by reference to Exhibit 99.1 of the Company’s Current Report on Form 8-K filed on May 2, 2017

4.4 Description:

Description of Common Stock of the Company

Incorporated by reference to Exhibit 4.4 of the Company’s Annual Report on Form 10-K filed on February 7, 2020

21.1 Description:

Subsidiaries of the Company

23.1 Description:

Consent of Independent Registered Public Accounting Firm

31.1 Description:

Certification of Chief Executive Officer pursuant to Rules 13a-14 and 15d-14 promulgated under the Securities Exchange Act of 1934

31.2 Description:

Certification of Chief Financial Officer pursuant to Rules 13a-14 and 15d-14 promulgated under the Securities Exchange Act of 1934

32*** Description:

Certifications of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS Description:

Inline XBRL Instance Document.

– the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

101.SCH Description:

Inline XBRL Taxonomy Extension Schema Document.

101.CAL Description:

Inline XBRL Taxonomy Extension Calculation Linkbase Document.

101.DEF Description:

Inline XBRL Taxonomy Extension Definition Linkbase Document.

101.LAB Description:

Inline XBRL Taxonomy Extension Label Linkbase Document.

101.PRE Description:

Inline XBRL Taxonomy Extension Presentation Linkbase Document.

104 Description:

Cover Page Interactive Data File (formatted as Inline XBRL with applicable taxonomy extension information contained in Exhibit 101)

Collaboration and License Agreements :

10.1* Description:

Collaboration Agreement dated June 15, 2010, by and between Abbott International Luxembourg S.a.r.l.

1 unchanged sentence

Incorporated by reference to Exhibit 10.2 of the Company’s Quarterly Report on Form 10-Q filed on July 29, 2010

10.2* Description:

First Amendment to Collaboration and License Agreement Dated August 31, 2011 between the Company and Abbott International Luxemburg S.a.r.l.

Incorporated by reference to Exhibit 10.2 of the Company’s Quarterly Report on Form 10-Q filed on October 31, 2011

10.3* Description:

Collaboration and License Agreement dated March 31, 2015 between Mitsubishi Tanabe Pharma Corporation and the Company

Incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q filed on April 30, 2015

10.4* Description:

License Agreement dated February 9, 2017 between BIAL– Portela & CA, S.A.

1 unchanged sentence

Incorporated by reference to Exhibit 99.4 of the Company’s Current Report on Form 8-K filed on April 25, 2017

10.5* Description:

Collaboration and License Agreement dated January 28, 2019 between Voyager Therapeutics, Inc.

1 unchanged sentence

Incorporated by reference to Exhibit 10.5 of the Company’s Annual Report on Form 10-K filed on February 7, 2019

10.6 Description:

Stock Purchase Agreement dated January 28, 2019 between Voyager Therapeutics, Inc.

1 unchanged sentence

Incorporated by reference to Exhibit 10.6 of the Company’s Annual Report on Form 10-K filed on February 7, 2019

10.7 Description:

Investor Agreement dated January 28, 2019 between Voyager Therapeutics, Inc.

1 unchanged sentence

Incorporated by reference to Exhibit 10.7 of the Company’s Annual Report on Form 10-K filed on February 7, 2019

10.8 Description:

Amendment No.

2 unchanged sentences

Incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q filed on July 29, 2019

10.9** Description:

Exclusive License Agreement dated June 12, 2020 between Takeda Pharmaceutical Company Limited and the Company

Incorporated by reference to Exhibit 10.3 of the Company’s Quarterly Report on Form 10-Q filed on August 3, 2020

Equity Plans and Related Agreements :

16 unchanged sentences

Incorporated by reference to Exhibit 99.2 of the Company’s Current Report on Form 8-K filed on May 30, 2018

Neurocrine Biosciences, Inc.

2020 Equity Incentive Plan

Incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q filed on August 3, 2020

Form of Stock Option Grant Notice and Option Agreement for use under the Neurocrine Biosciences, Inc.

2020 Equity Incentive Plan, and Form of Restricted Stock Unit Award Grant Notice and Restricted Stock Unit Award Agreement for use under the Neurocrine Biosciences, Inc.

2020 Equity Incentive Plan

Incorporated by reference to Exhibit 10.2 of the Company’s Quarterly Report on Form 10-Q filed on August 3, 2020

Agreements with Officers and Directors :

5 unchanged sentences

Employment Agreement dated November 3, 2014 between the Company and Kyle Gano

Incorporated by reference to Exhibit 10.16 of the Company’s Annual Report on Form 10-K filed on February 6, 2020

Employment Agreement dated May 26, 2015 between the Company and Eric Benevich

8 unchanged sentences

Agreements Related to Real Property :

10.24 Description:

Amended and Restated Lease dated November 1, 2011 between the Company and Kilroy Realty, L.P.

Incorporated by reference to Exhibit 99.2 of the Company’s Current Report on Form 8-K filed on January 18, 2012

10.25 Description:

First Amendment to Amended and Restated Lease between the Company and Kilroy Realty, L.P., dated June 5, 2017

Incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q filed on August 3, 2017

10.26 Description:

Second Amendment to Amended and Restated Lease between the Company and Kilroy Realty, L.P., dated October 12, 2017

Incorporated by reference to Exhibit 10.3 of the Company’s Quarterly Report on Form 10-Q filed on November 1, 2017

10.27 Description:

Letter of Credit dated December 3, 2007, issued by Wells Fargo Bank, N.A.

3 unchanged sentences

and Exhibit 10.2 of the Company’s Quarterly Report on Form 10-Q filed on August 3, 2017

10.28 Description:

Third Amendment to Amended and Restated Lease between the Company and Kilroy Realty, L.P.

1 unchanged sentence

Incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q filed on November 4, 2019

Confidential treatment has been granted with respect to certain portions of the exhibit.

+ Management contract or compensatory plan or arrangement.

* Confidential treatment has been granted with respect to certain portions of the exhibit.

** Certain portions of the exhibit have been omitted because the omitted information is not material and would likely cause competitive harm if publicly disclosed.

*** These certifications are being furnished solely to accompany this annual report pursuant to 18 U.S.C.

15 unchanged sentences

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the Registrant and in the capacities indicated as of February 5, 2021:

Signature Title

Chief Executive Officer and Director

3 unchanged sentences

Chief Financial Officer

(Principal Financial and Accounting Officer)

Abernethy (Principal Financial and Accounting Officer)

/s/ William H.

4 unchanged sentences

/s/ Richard F.

/s/ Alfred W.

Sandrock, Jr .

Sandrock, Jr., M.D., Ph.D.

/s/ Stephen A.

Sherwin, M.D.

/s/ Shalini Sharp

Shalini Sharp

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures