What changed in this filing

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Item 9A. Controls and Procedures

2024-02-09 compared with 2023-02-09 · 46 added, 8 removed, 256 unchanged (17% of the section changed)

47 unchanged sentences

Other Information

During the period from October 1, 2023, to December 31, 2023, our executive officers and directors adopted or terminated contracts, instructions or written plans for the purchase or sale of our securities as noted below:

Name and Title Action Date Trading Arrangement Total Shares Authorized

to be Sold Expiration

Rule 10b5-1* Non-Rule 10b5-1**

George Morrow

12/14/2023 X 40,000 11/15/2024

Eric Benevich

Terminate (1)

11/30/2023 X 131,341 12/31/2023

(Chief Commercial Officer)

169,818 11/27/2024

Ingrid Delaet

11/29/2023 X 30,000 9/7/2025

(Chief Regulatory Officer)

Leslie Norwalk

11/28/2023 X 9,106 11/28/2024

Shalini Sharp

11/27/2023 X 1,106 5/31/2024

11/21/2023 X 42,100 11/30/2024

______________

* Intended to satisfy the affirmative defense of Rule 10b5-1(c)

** Not intended to satisfy the affirmative defense of Rule 10b5-1(c)

(1) On November 30, 2023, Eric Benevich, Chief Commercial Officer, terminated a trading arrangement that was intended to satisfy the affirmative defense of Rule 10b5-1 (the “Benevich 10b5-1 Plan”).

The Benevich 10b5-1 Plan was entered into on February 23, 2022 , with an expiration date of December 31, 2023.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

38 unchanged sentences

3.2 Description:

Incorporated by reference to Exhibit 3.2 of the Company's Quarterly Report on Form 10-Q filed on May 5, 2021

Bylaws, as amended

Incorporated by reference to Exhibit 3.2 of the Company's Quarterly Report on Form 10-Q filed on August 1, 2023

4.1 Description:

26 unchanged sentences

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

Neurocrine Biosciences , Inc.

Clawback Policy

101.INS Description:

33 unchanged sentences

10.6 Description:

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

and the Company

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

10.7 Description:

Amendment No.

8 unchanged sentences

Incorporated by reference to Exhibit 10.10 of the Company’s Annual Report on Form 10-K filed on February 11, 2022

10.9** Description:

Collaboration and License Agreement dated January 8, 2023 between Voyager Therapeutics, Inc.

and the Company

Incorporated by reference to Exhibit 10.2 of the Company’s Quarterly Report on Form 10-Q filed on May 3, 2023

10.10 Description:

Stock Purchase Agreement dated January 8, 2023 between Voyager Therapeutics, Inc.

and the Company

Incorporated by reference to Exhibit 10.3 of the Company’s Quarterly Report on Form 10-Q filed on May 3, 2023

10.11 Description:

Amended and Restated Investor Agreement dated January 8, 2023 between Voyager Therapeutics, Inc.

and the Company

Incorporated by reference to Exhibit 10.4 of the Company’s Quarterly Report on Form 10-Q filed on May 3, 2023

Equity Plans and Related Agreements :

16 unchanged sentences

Incorporated by reference to Exhibit 10.3 of the Company’s Quarterly Report on Form 10-Q filed on August 4, 2022

Neurocrine Biosciences, Inc.

2020 Equity Incentive Plan, as amended and restated

Incorporated by reference to Exhibit 10.2 of the Company’s Quarterly Report on Form 10-Q filed on August 4, 2022

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

2 unchanged sentences

Incorporated by reference to Exhibit 10.17 of the Company’s Annual Report on Form 10-K filed on February 11, 2022

Neurocrine Biosciences, Inc.

2020 Equity Incentive Plan, as amended and restated

Incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q filed on August 1, 2023

Agreements with Officers and Directors :

4 unchanged sentences

Incorporated by reference to Exhibit 10.32 of the Company’s Annual Report on Form 10-K filed on February 11, 2008

Employment Agreement dated October 28, 2014 between the Company and Darin Lippoldt

Incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q filed on May 3, 2023

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

60 unchanged sentences

/s/ Leslie V.

/s/ Christine A.

/s/ Richard F.

4 unchanged sentences

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