Other Information
−Removed: During the period from April 1, 2024, to June 30, 2024, our executive officers and directors adopted or terminated contracts, instructions or written plans for the purchase or sale of our securities as noted below:
−Removed: Name and Title Action Date Trading Arrangement Total Shares Authorized
−Removed: to be Sold***
−Removed: Rule 10b5-1* Non-Rule 10b5-1**
−Removed: David Boyer Adoption 6/14/2024 X 23,327 2/15/2025
−Removed: Chief Corporate Affairs Officer
−Removed: Kevin Gorman, Ph.D.
−Removed: Adoption 6/14/2024 X 252,427 2/04/2026
−Removed: Chief Executive Officer
−Removed: William Rastetter, Ph.D.
−Removed: Adoption 6/14/2024 X 30,000 5/27/2025
−Removed: ______________
−Removed: * Intended to satisfy the affirmative defense of Rule 10b5-1(c)
−Removed: ** Not intended to satisfy the affirmative defense of Rule 10b5-1(c)
−Removed: *** Represents the maximum number of shares that may be sold pursuant to the 10b5-1 arrangement.
−Removed: The number of shares sold is dependent on the satisfaction of certain conditions as set forth in the written plan and the satisfaction of applicable vesting conditions of equity awards.
−Removed: In addition, our executive officers have entered into sell-to-cover arrangements adopted pursuant to Rule 10b5-1 authorizing the pre-arranged sale of shares to satisfy tax withholding obligations of the Company arising exclusively from the vesting of time-vesting or performance-vesting restricted stock units and the related issuance of shares.
−Removed: The amount of shares to be sold to satisfy the Company’s tax withholding obligations under these arrangements is dependent on future events which cannot be known at this time, including the future trading price of Company shares.
−Removed: The expiration date relating to these arrangements is dependent on future events which cannot be known at this time, including the final vest date of the applicable time-vesting or performance-vesting restricted stock units and the officer’s termination of service.
The following exhibits are filed as part of, or incorporated by reference into, this report:
4 unchanged sentences
Bylaws, as amended
−Removed: 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:
−Removed: Certificate of Amendment of Bylaws
−Removed: Incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K filed on May 28, 2024
−Removed: 4.1 Description:
Form of Common Stock Certificate
Incorporated by reference to the Company’s Registration Statement on Form S-1 (Registration No.
−Removed: 4.2 Description:
−Removed: Indenture, dated as of May 2, 2017, by and between the Company and U.S.
−Removed: Bank National Association, as Trustee
−Removed: Incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed on May 2, 2017
−Removed: 4.3 Description:
−Removed: First Supplemental Indenture, dated as of December 22, 2021, by and between the Company and U.S.
−Removed: Bank National Association, as Trustee
−Removed: Incorporated by reference to Exhibit 4.3 of the Company’s Annual Report on Form 10-K filed on February 11, 2022
−Removed: 4.4 Description:
−Removed: Form of Note representing the Company’s 2.25% Convertible Notes due 2024
−Removed: Incorporated by reference to Exhibit 99.1 of the Company’s Current Report on Form 8-K filed on May 2, 2017
−Removed: 10.1+ Description:
Neurocrine Biosciences, Inc.
+Added: 2011 Equity Incentive Plan, as amended
+Added: Neurocrine Biosciences, Inc.
2020 Equity Incentive Plan, as amended and restated
−Removed: First Amendment to the Collaboration and Lic ense Agreement, effective April 3, 2024 , between the Company and Voyager Therapeutics, Inc.
+Added: Form of Stock Option Grant Notice and Option Agreement for use under the Neurocrine Biosciences, Inc.
+Added: 2011 Equity Incentive Plan, as amended
31.1 Description:
21 unchanged sentences
+ Management contract or compensatory arrangement.
−Removed: * Certain information in this exhibit has been omitted pursuant to Item 601 of Regulation S-K.
* These certifications are being furnished solely to accompany this quarterly report pursuant to 18 U.S.C.
3 unchanged sentences
NEUROCRINE BIOSCIENCES, INC.
−Removed: August 1, 2024
+Added: October 30, 2024
/s/ Matthew C.
2 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.