NEUROCRINE BIOSCIENCES INC
For the period ended Dec 31, 2023. Filed Feb 9, 2024.
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FY2023 · Filed Feb 9, 2024
NBIX$169.14+0.2%Stored close · as of Nov 10, 2026
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Item 15. Exhibits, Financial Statement Schedules
(a) Documents filed as part of this report.
- List of Financial Statements. The following are included in Item 8 of this report:
Consolidated Balance Sheets as of December 31, 2023 and 2022
Consolidated Statements of Income and Comprehensive Income for the years ended December 31, 2023, 2022 and 2021
Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2023, 2022 and 2021
Consolidated Statements of Cash Flows for the years ended December 31, 2023, 2022 and 2021
Notes to the Consolidated Financial Statements
List of all Financial Statement schedules. All schedules are omitted because they are not applicable, or the required information is shown in the Financial Statements or notes thereto.
List of Exhibits required by Item 601 of Regulation S-K. See part (b) below.
(b) Exhibits. The following exhibits are filed as part of, or incorporated by reference into, this report:
| Exhibit | ||
|---|---|---|
| 3.1 | Description: | Certificate of Incorporation, as amended |
| Reference: | Incorporated by reference to Exhibit 3.1 of the Company’s Quarterly Report on Form 10-Q filed on November 5, 2018 | |
| 3.2 | Description: | Bylaws, as amended |
| Reference: | 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: | Form of Common Stock Certificate |
| Reference: | Incorporated by reference to the Company’s Registration Statement on Form S-1 (Registration No. 333-03172) | |
| 4.2 | Description: | Indenture, dated as of May 2, 2017, by and between the Company and U.S. Bank National Association, as Trustee |
| Reference: | 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: | First Supplemental Indenture, dated as of December 22, 2021, by and between the Company and U.S. Bank National Association, as Trustee |
| Reference: | Incorporated by reference to Exhibit 4.3 of the Company’s Annual Report on Form 10-K filed on February 11, 2022 | |
| 4.4 | Description: | Form of Note representing the Company’s 2.25% Convertible Notes due 2024 |
| Reference: | Incorporated by reference to Exhibit 99.1 of the Company’s Current Report on Form 8-K filed on May 2, 2017 | |
| 4.5 | Description: | Description of Common Stock of the Company |
| Reference: | 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 |
| 97+ | Description: | Neurocrine Biosciences, Inc. Clawback Policy |
| 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. and the Company as amended on August 31, 2011 |
| Reference: | Incorporated by reference to Exhibit 10.1 of the Company's Quarterly Report on Form 10-Q filed on May 5, 2021 | |
| 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. |
| Reference: | Incorporated by reference to Exhibit 10.2 of the Company's Quarterly Report on Form 10-Q filed on May 5, 2021 | |
| 10.3** | Description: | Collaboration and License Agreement dated March 31, 2015 between Mitsubishi Tanabe Pharma Corporation and the Company |
| Reference: | Incorporated by reference to Exhibit 10.3 of the Company's Quarterly Report on Form 10-Q filed on May 5, 2021 | |
| 10.4* | Description: | Collaboration and License Agreement dated January 28, 2019 between Voyager Therapeutics, Inc. and the Company |
| Reference: | Incorporated by reference to Exhibit 10.5 of the Company’s Annual Report on Form 10-K filed on February 7, 2019 | |
| 10.5 | Description: | Stock Purchase Agreement dated January 28, 2019 between Voyager Therapeutics, Inc. and the Company |
| Reference: | Incorporated by reference to Exhibit 10.6 of the Company’s Annual Report on Form 10-K filed on February 7, 2019 | |
| 10.6 | Description: | Amendment No. 1 to Collaboration and License Agreement dated June 14, 2019 between Voyager Therapeutics, Inc. and the Company |
| Reference: | Incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q filed on July 29, 2019 | |
| 10.7** | Description: | Exclusive License Agreement dated June 12, 2020 between Takeda Pharmaceutical Company Limited and the Company |
| Reference: | Incorporated by reference to Exhibit 10.3 of the Company’s Quarterly Report on Form 10-Q filed on August 3, 2020 | |
| 10.8** | Description: | Collaboration and License Agreement dated November 22, 2021 between Heptares Therapeutics Limited and the Company |
| Reference: | 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 |
| Reference: | 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 |
| Reference: | 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 |
| Reference: | 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: | ||
|---|---|---|
| 10.12+ | Description: | Neurocrine Biosciences, Inc. 2011 Equity Incentive Plan, as amended |
| Reference: | Incorporated by reference to Exhibit 99.1 of the Company’s Current Report on Form 8-K filed on May 30, 2018 | |
| 10.13+ | Description: | Form of Stock Option Grant Notice and Option Agreement for use under the Neurocrine Biosciences, Inc. 2011 Equity Incentive Plan, and Form of Restricted Stock Unit Grant Notice and Restricted Stock Unit Agreement for use under the Neurocrine Biosciences, Inc. 2011 Equity Incentive Plan |
| Reference: | Incorporated by reference to Exhibit 99.1 of the Company’s Current Report on Form 8-K filed on June 1, 2015 | |
| 10.14+ | Description: | Neurocrine Biosciences, Inc. Inducement Plan, as amended |
| Reference: | Incorporated by reference to Exhibit 10.17 of the Company’s Annual Report on Form 10-K filed on February 13, 2018 | |
| 10.15+ | Description: | Form of Stock Option Grant Notice and Option Agreement for use under the Neurocrine Biosciences, Inc. Inducement Plan, and Form of Restricted Stock Unit Grant Notice and Restricted Stock Unit Agreement for use under the Neurocrine Biosciences, Inc. Inducement Plan |
| Reference: | Incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q filed on July 29, 2015 | |
| 10.16+ | Description: | Neurocrine Biosciences, Inc. 2018 Employee Stock Purchase Plan, as amended and restated |
| Reference: | Incorporated by reference to Exhibit 10.3 of the Company’s Quarterly Report on Form 10-Q filed on August 4, 2022 | |
| 10.17+ | Description: | 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 |
| Reference: | Incorporated by reference to Exhibit 10.17 of the Company’s Annual Report on Form 10-K filed on February 11, 2022 | |
| 10.18+ | Description: | Neurocrine Biosciences, Inc. 2020 Equity Incentive Plan, as amended and restated |
| Reference: | 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: | ||
| 10.19+ | Description: | Amended and Restated Employment Agreement effective August 1, 2007 between the Company and Kevin C. Gorman, Ph.D. |
| Reference: | Incorporated by reference to Exhibit 10.3 of the Company’s Quarterly Report on Form 10-Q filed on August 3, 2007 | |
| 10.20+ | Description: | Form of Amendment to Employment Agreement for executive officers, effective as of December 15, 2010 |
| Reference: | Incorporated by reference to Exhibit 10.32 of the Company’s Annual Report on Form 10-K filed on February 11, 2008 | |
| 10.21+ | Description: | Employment Agreement dated October 28, 2014 between the Company and Darin Lippoldt |
| Reference: | Incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q filed on May 3, 2023 | |
| 10.22+ | Description: | Employment Agreement dated May 26, 2015 between the Company and Eric Benevich |
| Reference: | Incorporated by reference to Exhibit 10.3 of the Company’s Annual Report on Form 10-K filed on February 14, 2017 | |
| 10.23+ | Description: | Employment Agreement effective November 29, 2017 between the Company and Matthew C. Abernethy |
| Reference: | Incorporated by reference to Exhibit 10.26 of the Company’s Annual Report on Form 10-K filed on February 13, 2018 | |
| 10.24+ | Description: | Form of Indemnity Agreement entered into between the Company and its officers and directors |
| Reference: | Incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q filed on November 1, 2017 | |
| 10.25+ | Description: | Employment Agreement dated January 8, 2018 between the Company and Eiry W. Roberts, M.D. |
| Reference: | Incorporated by reference to Exhibit 10.2 of the Company’s Quarterly Report on Form 10-Q filed on July 29, 2019 | |
| 10.26+ | Description: | Employment Agreement dated November 29, 2021 between the Company and Jude Onyia |
| Reference: | Incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q filed on August 4, 2022 | |
| Agreements Related to Real Property: | ||
|---|---|---|
| 10.27 | Description: | Amended and Restated Lease dated November 1, 2011 between the Company and Kilroy Realty, L.P. |
| Reference: | Incorporated by reference to Exhibit 99.2 of the Company’s Current Report on Form 8-K filed on January 18, 2012 | |
| 10.28 | Description: | First Amendment to Amended and Restated Lease between the Company and Kilroy Realty, L.P., dated June 5, 2017 |
| Reference: | Incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q filed on August 3, 2017 | |
| 10.29 | Description: | Second Amendment to Amended and Restated Lease between the Company and Kilroy Realty, L.P., dated October 12, 2017 |
| Reference: | Incorporated by reference to Exhibit 10.3 of the Company’s Quarterly Report on Form 10-Q filed on November 1, 2017 | |
| 10.30 | Description: | Third Amendment to Amended and Restated Lease between the Company and Kilroy Realty, L.P. dated August 7, 2019 |
| Reference: | Incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q filed on November 4, 2019 | |
| 10.31 | Description: | Commercial Lease dated February 8, 2022, by and between the Company and Gemdale Aperture Phase I, LLC |
| Reference: | Incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q filed on May 4, 2022 | |
| + | Management contract or compensatory plan or arrangement. |
|---|---|
| * | Confidential treatment has been granted with respect to certain portions of the exhibit. |
| ** | 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 annual report pursuant to 18 U.S.C. Section 1350 and are not being filed for purposes of Section 18 of the Securities Exchange Act of 1934 and are not to be incorporated by reference into any filing of Neurocrine Biosciences, Inc., whether made before or after the date hereof, regardless of any general incorporation language in such filing. |
| Except as specifically noted above, the Company’s Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K have a Commission File Number of 000-22705. |
(c) Financial Statement Schedules. See Item 15(a)(2) above.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| NEUROCRINE BIOSCIENCES, INC. | |
|---|---|
| (Registrant) | |
| By: | /s/ Kevin C. Gorman |
| Kevin C. Gorman | |
| Chief Executive Officer | |
| Date: | February 9, 2024 |
| By: | /s/ Matthew C. Abernethy |
| Matthew C. Abernethy | |
| Chief Financial Officer | |
| Date: | February 9, 2024 |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Kevin C. Gorman and Matthew C. Abernethy, and each of them, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution for him or her, and in his or her name in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power of authority to do and perform each and every act and thing requisite and necessary to be done therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, and any of them, his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
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 9, 2024:
| Signature | Title |
|---|---|
| /s/ Kevin C. Gorman | Chief Executive Officer and Director |
| Kevin C. Gorman, Ph.D. | (Principal Executive Officer) |
| /s/ Matthew C. Abernethy | Chief Financial Officer |
| Matthew C. Abernethy | (Principal Financial and Accounting Officer) |
| /s/ William H. Rastetter | Chairman of the Board of Directors |
| William H. Rastetter, Ph.D. | |
| /s/ Gary A. Lyons | Director |
| Gary A. Lyons | |
| /s/ Johanna Mercier | Director |
| Johanna Mercier | |
| /s/ George J. Morrow | Director |
| George J. Morrow | |
| /s/ Leslie V. Norwalk | Director |
| Leslie V. Norwalk | |
| /s/ Christine A. Poon | Director |
| Christine A. Poon | |
| /s/ Richard F. Pops | Director |
| Richard F. Pops | |
| /s/ Shalini Sharp | Director |
| Shalini Sharp | |
| /s/ Stephen A. Sherwin | Director |
| Stephen A. Sherwin, M.D. | |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.