NEUROCRINE BIOSCIENCES INC
EXHIBIT 10.1
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>3
<FILENAME>a94182exv10w1.htm
<DESCRIPTION>EXHIBIT 10.1
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<P align="right"><FONT size="2"><b>Exhibit&nbsp;10.1
</b></FONT>


<P align="center"><FONT size="2"><B>EMPLOYMENT AGREEMENT</B>
</FONT>

<P align="left"><FONT size="2"><B>EMPLOYMENT AGREEMENT</B>, dated as of September&nbsp;1, 2003 by and between NEUROCRINE
BIOSCIENCES, INC., 10555 Science Center Drive, San Diego, California 92121
(hereinafter the &#147;Company&#148;), and Wendell Wierenga, Ph.D. (hereinafter
&#147;Executive&#148;).
</FONT>


<P align="center"><FONT size="2"><B>R E C I T A L S</B>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>WHEREAS</B>, the Company and Executive wish to set forth in this Agreement the
terms and conditions under which Executive is to be employed by the Company on
and after the date hereof; and
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>NOW, THEREFORE, </B>the Company and Executive, in consideration of the mutual
promises set forth herein, agree as follows:
</FONT>


<P align="center"><FONT size="2"><B>ARTICLE 1</B>
</FONT>


<P align="center"><FONT size="2"><B>TERM OF AGREEMENT</B>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>1.1 Commencement Date. </B>Executive&#146;s fulltime employment with the Company
under this Agreement shall commence as of September&nbsp;1, 2003 (&#147;Commencement
Date&#148;) and this Agreement shall expire after a period of three (3)&nbsp;years from
the Commencement Date, unless renewed in accordance with paragraph 1.2 or
terminated pursuant to Article&nbsp;6.
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>1.2 Renewal. </B>The term of this Agreement shall be automatically renewed for
successive, additional three (3)&nbsp;year terms unless either party delivers
written notice to the other at least ninety (90)&nbsp;days prior to the end of any
term of an intention to terminate this Agreement or to renew it for a term of
less than three (3)&nbsp;years but not less than (1)&nbsp;year. If the term of this
Agreement is renewed for a term of less than three (3)&nbsp;years, then thereafter
the term of this Agreement shall be automatically renewed for successive,
additional identical terms unless either party delivers a written notice to the
other of an intention to terminate this Agreement or to renew it for a
different term of not less than one (1)&nbsp;year, such notice to be delivered at
least ninety (90)&nbsp;days prior to the end of any term. The Company&#146;s failure to
renew this Agreement at the end of any term shall be considered a termination
without Cause as set forth in Section&nbsp;6.4 below.
</FONT>


<P align="center"><FONT size="2"><B>ARTICLE 2</B>
</FONT>


<P align="center"><FONT size="2"><B>EMPLOYMENT DUTIES</B>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>2.1 Title/Responsibilities. </B>Executive hereby accepts employment with the
Company pursuant to the terms and conditions hereof. Executive agrees to serve
the Company as Executive Vice President, Research and Development reporting to
the Chief Executive Officer. Executive shall have the powers and duties
commensurate with such position, including but not limited to hiring personnel
necessary to carry out the responsibilities for such position as set forth in
the annual business plan approved by the Board of Directors.
</FONT>


<P align="center"><FONT size="2"><I>Page 1 of 11</I>
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<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>2.2 Full Time Attention. </B>Executive shall devote his best efforts and his
full business time and attention to the performance of the services customarily
incident to such office and to such other services as the President or Board
may reasonably request.
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>2.3 Other Activities. </B>Except upon the prior written consent of the
President &#038; Chief Executive Officer, Executive shall not during the period of
employment engage, directly or indirectly, in any other business activity
(whether or not pursued for pecuniary advantage) that is or may be competitive
with, or
that might place him in a competing position to that of the Company or any
other corporation or entity that directly or indirectly controls, is controlled
by, or is under common control with the Company (an &#147;Affiliated Company&#148;),
provided that Executive may own less than two percent (2%) of the outstanding
securities of any such publicly traded competing corporation.
</FONT>


<P align="center"><FONT size="2"><B>ARTICLE 3</B>
</FONT>


<P align="center"><FONT size="2"><B>COMPENSATION</B>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>3.1 Base Salary. </B>Executive shall receive a Base Salary at an annual rate
of three hundred thousand dollars ($300,000), payable semi-monthly in equal
installments in accordance with the Company&#146;s normal payroll practices. The
Chief Executive Officer shall provide Executive with annual performance
reviews, and, thereafter, Executive shall be entitled to such increase in Base
Salary as the Chief Executive Officer and Board of Directors may from time to
time establish in their sole discretion.
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>3.2 Signing Bonus. </B>Executive will receive a signing bonus equal to (i)&nbsp;one
hundred thousand dollars ($100,000) or (ii)&nbsp;an equivalent value in Company
common stock valued at the closing price of the Company&#146;s common stock on the
NASDAQ National Market System on the date Executive makes the election,
provided however that such date shall not be prior to September&nbsp;1, 2003 or
after October&nbsp;10, 2003. In the event Executive voluntarily terminates
employment with the Company prior to September&nbsp;1, 2004, Executive will repay
the signing bonus to the Company on a prorata basis based on the uncompleted
period of employment.
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>3.3 Incentive Bonus. </B>In addition to any other bonus Executive shall be
awarded by the Company&#146;s Board of Directors, the Company shall pay Executive an
annual bonus as determined by the Chief Executive Officer and Company&#146;s Board
of Directors based upon achievement of Executive in meeting personal goals
approved by the Chief Executive Officer and Board of Directors and achievement
by the Company of corporate goals approved by the Board of Directors annually.
Executive&#146;s personal goals and the Company&#146;s corporate goals will be set forth
in writing by Board of Directors within ninety (90)&nbsp;days after the start of the
Company&#146;s fiscal year. The Chief Executive Officer and Board of Directors
shall, in their sole discretion, determine whether Executive&#146;s personal goals
have been obtained. The Board of Directors shall, in its sole discretion,
determine whether the corporate goals have been obtained.
</FONT>


<P align="center"><FONT size="2"><I>Page 2 of 11</I>
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<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>3.4 Equity. </B>The Executive will receive 3000 shares of common stock that
will vest 1/36 per month over a three year period. The Executive will also
receive a stock option to purchase 100,000 shares of the Company&#146;s common stock
with an exercise price equal to the closing price of the Company&#146;s common stock
as quoted on the NASDAQ National Market System on September&nbsp;2, 2003. Such
option shall vest over a four-year period with 25% of such vesting occurring on
September&nbsp;1, 2004 and 1/48 per month thereafter in accordance with the terms of
the Employment Commencement Nonstatutory Stock Option dated September&nbsp;2, 2003.
Each year starting in 2004 and continuing for the term of this Agreement, the
Executive will be eligible to receive a Stock Option award under the Company&#146;s
2003 Incentive Stock Option Plan with the number of shares and exercise price
as shall be determined by the Board of Directors.
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>3.5 Withholdings. </B>All compensation and benefits payable to Executive
hereunder and the Agreement shall be subject to all federal, state, local and
other withholdings and similar taxes and payments required by applicable law.
</FONT>


<P align="center"><FONT size="2"><B>ARTICLE 4</B>
</FONT>


<P align="center"><FONT size="2"><B>EXPENSE ALLOWANCES AND FRINGE BENEFITS</B>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>4.1 Vacation. </B>Executive shall be entitled to the greater of three (3)
weeks of annual paid vacation or the amount of annual paid vacation to which
Executive may become entitled under the terms of Company&#146;s vacation policy for
employees during the term of this Agreement.
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>4.2 Benefits. </B>During the term of this Agreement, the Company shall also
provide Executive with health insurance benefits comparable to those it
generally provides to its other senior management employees. As Executive
becomes eligible in accordance with criteria to be adopted by the Company, the
Company shall provide Executive with the right to participate in and to receive
benefit from life, accident, disability, medical, pension, bonus, stock,
profit-sharing and savings plans and similar benefits made available generally
to executives of the Company as such plans and benefits may be adopted by the
Company. The amount and extent of benefits to which Executive is entitled shall
be governed by the specific benefit plan as it may be amended from time to
time.
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>4.3 Business Expense Reimbursement. </B>During the term of this Agreement,
Executive shall be entitled to receive proper reimbursement for all reasonable
out-of-pocket expenses incurred by him (in accordance with the policies and
procedures established by the Company for its senior executive officers) in
performing services hereunder. Executive agrees to furnish to the Company
adequate records and other documentary evidence of such expense for which
Executive seeks reimbursement. Such expenses shall be reimbursed and accounted
for under the policies and procedure established by the Company.
</FONT>


<P align="center"><FONT size="2"><I>Page 3 of 11</I>
</FONT>


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<P align="center"><FONT size="2"><B>ARTICLE 5</B>
</FONT>


<P align="center"><FONT size="2"><B>CONFIDENTIALITY</B>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>5.1 Proprietary Information. </B>Executive represents and warrants that he has
previously executed and delivered to the Company the Company&#146;s standard
Proprietary Information and Inventions Agreement in form acceptable to the
Company&#146;s counsel.
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>5.2 Return of Property. </B>All documents, records, apparatus, equipment and
other physical property which is furnished to or obtained by Executive in the
course of his employment with the Company shall be and remain the sole property
of the Company. Executive agrees that, upon the termination of his employment,
he shall return all such property (whether or not it pertains to Proprietary
Information as defined in the Proprietary Information and Inventions
Agreement), and agrees not to make or retain copies, reproductions or summaries
of any such property.
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>5.3 No use of Prior Confidential Information. </B>Executive will not
intentionally disclose to the Company or use on its behalf any confidential
information belonging to any of his former employers or any other third party.
</FONT>


<P align="center"><FONT size="2"><B>ARTICLE 6</B>
</FONT>


<P align="center"><FONT size="2"><B>TERMINATION</B>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>6.1 By Death. </B>The period of employment shall terminate automatically upon
the death of Executive. In such event, all stock options held by Executive at
the time of termination will continue to vest for a period of six (6)&nbsp;months
following termination. All stock options held by Executive that are vested at
the time of termination or within six (6)&nbsp;months thereafter will be exercisable
in accordance with their terms for a period of one year. In addition, the
Company shall pay to Executive&#146;s beneficiaries or his estate, as the case may
be, any accrued Base Salary, any bonus compensation to the extent earned, any
vested deferred compensation (other than pension plan or profit-sharing plan
benefits which will be paid in accordance with the applicable plan), any
benefits under any plans of the Company in which Executive is a participant to
the full extent of Executive&#146;s rights under such plans, any accrued vacation
pay and any appropriate business
expenses incurred by Executive in connection with his duties hereunder, all to
the date of termination (collectively Accrued Compensation), but no other
compensation or reimbursement of any kind, including, without limitation,
severance compensation, and thereafter, the Company&#146;s obligations hereunder
shall terminate.
</FONT>


<P align="center"><FONT size="2"><I>Page 4 of 11</I>
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<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>6.2 By Disability. </B>If Executive is prevented from properly performing his
duties hereunder by reason of any physical or mental incapacity for a period of
one hundred twenty (120)&nbsp;consecutive days, or for one hundred and eighty (180)
days in the aggregate in any three hundred and sixty-five (365)&nbsp;day period,
then, to the extent permitted by law, the Company may terminate the employment
of Executive at such time. In such event, all stock options held by Executive
at the time of termination will continue to vest for a period of six (6)&nbsp;months
following termination. All stock options held by Executive that are vested at
the time of termination or within six (6)&nbsp;months thereafter will be exercisable
in accordance with their terms for a period of one year following termination.
In addition, the Company shall pay to Executive all Accrued Compensation, and
shall continue to pay to Executive the Base Salary until such time, as
Executive shall become entitled to receive disability insurance payments under
the disability insurance policy maintained by the Company, but no other
compensation or reimbursement of any kind, including without limitation,
severance compensation, and thereafter the Company&#146;s obligations hereunder
shall terminate. Nothing in this Section shall affect Executive&#146;s rights under
any disability plan in which he is a participant.
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>6.3 By Company for Cause. </B>The Company may terminate the Executive&#146;s
employment for Cause (as defined below) without liability at any time with or
without advance notice to Executive. The Company shall pay Executive all
Accrued Compensation, but no other compensation or reimbursement of any kind,
including without limitation, severance compensation, and thereafter the
Company&#146;s obligations hereunder shall terminate. Termination shall be for
&#147;Cause&#148; in the event of the occurrence of any of the following: (a)&nbsp;any
intentional action or intentional failure to act by Executive which was
performed in bad faith and to the material detriment of the Company; (b)
Executive intentionally refuses or intentionally fails to act in accordance
with any lawful and proper direction or order of the Chief Executive Officer;
(c)&nbsp;Executive willfully and habitually neglects the duties of employment; or
(d)&nbsp;Executive is convicted of a felony crime involving moral turpitude,
provided that in the event that an of the foregoing events is capable of being
cured, the Board of Directors shall provide written notice to Executive
describing the nature of such event and Executive shall thereafter have ten
(10)&nbsp;business days to cure such event.
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>6.4 Termination Without Cause. </B>At any time, the Company may terminate the
employment of Executive without liability other than as set forth below, for
any reason not specified in Section&nbsp;6.3 above, by giving thirty (30)&nbsp;days
advance written notice to Executive. If the Company elects to terminate
Executive pursuant to this Section&nbsp;6.4,
</FONT>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">(a)</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">the Company shall pay to Executive all Accrued Compensation,</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">(b)</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">the Company shall continue to pay to Executive as provided herein
Executive&#146;s Base Salary over the period equal to nine (9)months from
the date of such termination as severance compensation,</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">(c)</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">the Company shall make a lump sum payment to Executive in an amount
equal to a pro rata portion of the Executive&#146;s annual actual cash
incentive bonus for Company&#146;s fiscal year preceding the year of
termination based on the number of completed months of Executive&#146;s
employment in the fiscal year plus nine (9);</FONT></TD>
</TR>
</TABLE>

<P align="center"><FONT size="2"><I>Page 5 of 11</I>
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<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">(d)</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">the vesting of all outstanding stock options held by Executive
shall be accelerated so that the amount of shares vested under
such option shall equal that number of shares which would have
been vested if the Executive had continued to render services
to the Company for nine (9)&nbsp;continuous months after the date of
his termination of employment, and</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">(e)</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">the Company shall pay all costs which the Company would
otherwise have incurred to maintain all of Executive&#146;s health
and welfare, and retirement benefits (either on the same or
substantially equivalent terms and conditions) if the Executive
had continued to render services to the Company for nine (9)
continuous months after the date of his termination of
employment.</FONT></TD>
</TR>
</TABLE>
<P align="left"><FONT size="2">The Company shall have no further obligations to Executive other than those set
forth in the preceding sentence. During the period when such severance
compensation is being paid to Executive, Executive shall not (i)&nbsp;engage,
directly or indirectly, in providing services to any other business program or
project that is competitive to a program or project being conducted by the
Company or any Affiliated Company at the time of such employment termination
(provided that Executive may own less than two percent (2%) of the outstanding
securities of any publicly traded corporation), or (ii)&nbsp;hire, solicit, or
attempt to solicit on behalf of himself or any other party or any employee or
exclusive consultant of the Company. If the Company terminates this Agreement
or the employment of Executive with the Company other than pursuant to Section
6.1, 6.2 or 6.3, then this section 6.4 shall apply.
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>6.5 Constructive Termination. </B>A Constructive Termination shall be deemed
to be a termination of employment of Executive without cause pursuant to
Section&nbsp;6.4. For Purposes of this Agreement, a &#147;Constructive Termination&#148; means
that the Executive voluntarily terminates his employment except in connection
with the termination of his employment for death, disability, retirement,
fraud, misappropriation, embezzlement (or any other occurrence which
constitutes &#147;Cause&#148; under section 6.3) or any other voluntary termination of
employment by Executive other than a Constructive Termination after any of the
following are undertaken without Executive&#146;s express written consent:
</FONT>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">(a)</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">the assignment to Executive of any duties or responsibilities which
result in any diminution of position as judged against the duties and
responsibilities assigned to executives with Executive&#146;s position in
the Company&#146;s peer group of companies and shall not include (i)&nbsp;duties
and responsibilities assigned to Executive with the understanding that
as the Company grows and management staff increases in number, such
duties and responsibilities will eventually be reassigned in a manner
consistent with the Company&#146;s peer group of companies, (ii)&nbsp;change in
reporting relationship that does not change in any material way the
Executive&#146;s duties and responsibilities or (iii)&nbsp;any change in duties
or responsibilities or reporting relationships that Executive does not
identify as Constructive Termination to the Chief Executive Officer in
writing within 15&nbsp;days following the Chief Executive Officer&#146;s
proposal of such change to Executive;</FONT></TD>
</TR>
</TABLE>

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<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">(b)</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">a reduction by the Company in Executive&#146;s annual Base Salary by greater
than five percent (5%);</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">(c)</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">a relocation of Executive or the Company&#146;s principal executive offices
if Executive&#146;s principal office is at such offices, to a location more
than forty (40)&nbsp;miles from the location at which Executive is then
performing his duties, except for an opportunity to relocate which is
accepted by Executive in writing;</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">(d)</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">any material breach by the Company of any provision of this Agreement; or</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">(e)</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">any failure by the Company to obtain the assumption of this Agreement by
any successor or assign of the Company.</FONT></TD>
</TR>
</TABLE>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>6.6 Termination Following Change in Control</B>. In the event of a termination
Without Cause or Constructive Termination within six (6)&nbsp;months after a Change
in Control (as defined below) or Executive&#146;s voluntary termination within
thirty (30)&nbsp;days following the six (6)&nbsp;month anniversary of a Change in
Control, the Company shall pay to Executive a lump sum severance payment in an
amount equal to one (1.0) times (Executive&#146;s then Base Salary plus annual
actual cash incentive bonus for Company&#146;s fiscal year preceding the year of
termination). In addition, the Executive will receive at Executive&#146;s option (i)
accelerated vesting of all stock options held by Executive by reason of the
assumption or substitution of successor corporation stock options for the
Executive&#146;s unvested Company stock options at the time of the Change in Control
pursuant to the terms of the Company&#146;s Stock Incentive Plans or (ii)&nbsp;a cash
payment equal to the cash value of all unvested Company stock options held by
Executive at the time of the Change in Control. In addition, the Executive will
be reimbursed for the increase in federal and state income taxes payable by
Executive by reason of the benefits provided under this Section&nbsp;6.6.
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>6.7 Change in Control. </B>For purposes of this Agreement, a &#147;Change in
Control&#148; shall have occurred if at any time during the term of Executive&#146;s
employment hereunder, any of the following events shall occur:
</FONT>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">(a)</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">The Company is merged, or consolidated. or reorganized into or with
another corporation or other legal person, and as a result of such
merger, consolidation or reorganization less than fifty percent (50%)
of the combined voting power of the then-outstanding securities of
such corporation or person immediately after such transaction are held
in the aggregate by the holders of voting securities of the Company
immediately prior to such transaction;</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">(b)</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">The Company sells all or substantially all of its assets or any other
corporation or other legal person and thereafter, less than fifty
percent (50%) of the combined voting power of the then-outstanding
voting securities of the acquiring or consolidated entity are held in
the aggregate by the holders of voting securities of the Company
immediately prior to such sale;</FONT></TD>
</TR>
</TABLE>

<P align="center"><FONT size="2"><I>Page 7 of 11</I>
</FONT>



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<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">(c)</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">There is a report filed after the date of this Agreement on Schedule
13 D or schedule 14 D-1 (or any successor schedule, form or report),
each as promulgated pursuant to the Securities Exchange Act of l934
(the &#147;Exchange Act&#148;) disclosing that any person (as the term &#147;person&#148;
is used in Section&nbsp;13(d)(3) or Section&nbsp;14(d)(2) of the exchange Act)
has become the beneficial owner (as the term beneficial owner is
defined under Rule&nbsp;13d-3 or any successor rule or regulation
promulgated under the Exchange Act) representing fifty percent (50%)
or more of the combined voting power of the then-outstanding voting
securities of the Company;</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">(d)</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">The Company shall file a report or proxy statement with the Securities
and Exchange Commission pursuant to the Exchange Act disclosing in
response to item 1 of Form&nbsp;8-X thereunder or Item&nbsp;5(f) of Schedule&nbsp;14
A thereunder (or any successor schedule, form or report or item
therein) that the change in control of the Company has or may have
occurred or will or may occur in the future pursuant to any
then-existing contract or transaction; or</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">(e)</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">During any period of two (2)&nbsp;consecutive years, individuals who at the
beginning of any such period constitute the directors of the Company
cease for any reason to constitute at least a majority thereof unless
the election to the nomination for election by the Company&#146;s
shareholders of each director of the Company first elected during such
period was approved by a vote of at least two-thirds of the directors
of the Company then still in office who were directors of the Company
at the beginning of such period.</FONT></TD>
</TR>
</TABLE>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>6.8 Termination by Executive. </B>At any time, Executive may terminate his
employment by giving thirty (30)&nbsp;days advance written notice to the Company.
The Company shall pay Executive all Accrued
Compensation, but no other compensation or reimbursement of any kind, including
without limitation, severance compensation, and thereafter the Company&#146;s
obligations hereunder shall terminate.
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>6.9 Mitigation. </B>Except as otherwise specifically provided herein,
Executive shall not be required to mitigate the amount of any payment provided
under this Agreement by seeking other employment or self-employment, nor shall
the amount of any payment provided for under this Agreement be reduced by any
compensation earned by Executive as a result of employment by another employer
or through self-employment or by retirement benefits after the date of
Executive&#146;s termination of employment from the Company.
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>6.10 Coordination. </B>If upon termination of employment, Executive becomes
entitled to rights under other plans, contracts or arrangements entered into by
the Company, this Agreement shall be coordinated with such other arrangements
so that Executive&#146;s rights under this Agreement are not reduced, and that any
payments under this Agreement offset the same types of payments otherwise
provided under such other arrangements, but do not otherwise reduce any
payments or benefits under such other arrangements to which Executive becomes
entitled.
</FONT>


<P align="center"><FONT size="2"><I>Page 8 of 11</I>
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<P align="center"><FONT size="2"><B>ARTICLE 7</B>
</FONT>


<P align="center"><FONT size="2"><B>GENERAL PROVISIONS</B>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>7.1 Governing Law. </B>The validity, interpretation, construction and
performance of this Agreement and the rights of the parties thereunder shall be
interpreted and enforced under California law without reference to principles
of conflicts of laws. The parties expressly agree that inasmuch as the
Company&#146;s headquarters and principal place of business are located in
California, it is appropriate that California law govern this Agreement.
</FONT>


<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>7.2 Assignment; Successors Binding Agreement.</B>
</FONT>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">(a)</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">Executive may not assign, pledge or encumber his interest in this Agreement or any part thereof.</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">(b)</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">The Company will require any successor (whether direct or indirect, by purchase, merger,
consolidation or otherwise) to all or substantially all of the business and/or assets of the
Company, by operation of law or by agreement in form and substance reasonably satisfactory to
Executive, to assume and agree to perform this Agreement in the same manner and to the same
extent that the Company would be required to perform it if no such succession had taken place.</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">(c)</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">This Agreement shall inure to the benefit of and be enforceable by Executive&#146;s personal or
legal representatives, executors, administrators, successors, heirs, distributee, devisees and
legatees. If Executive should die while any amount is at such time payable to his hereunder,
all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms
of this Agreement to Executive&#146;s devisee, legates or other designee or, if there be no such
designee, to his estate.</FONT></TD>
</TR>
</TABLE>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>7.3 Certain Reduction of Payments. </B>In the event that any payment or
benefit received or to be received by Executive under this Agreement would
result in all or a portion of such payment to be subject to the excise tax on
&#147;golden parachute payments&#148; under Section&nbsp;4999 of the Internal Revenue Code of
1986, as amended (the &#147;Code&#148;), then Executive&#146;s payment shall be either (a)&nbsp;the
full payment or (b)&nbsp;such lesser amount which would result in no portion of the
payment being subject to excise tax under Section&nbsp;4999 of the Code, whichever
of the foregoing amounts, taking into account the applicable Federal, state and
local employment taxes, income taxes, and the excise tax imposed by Section
4999 of the Code, results in
the receipt by Executive on an after-tax basis, of the greatest amount of the
payment notwithstanding that all or some portion of the payment may be taxable
under Section&nbsp;4999 of the Code.
</FONT>


<P align="center"><FONT size="2"><I>Page 9 of 11</I>
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<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>7.4 Notice. </B>For the purposes of this Agreement, notices and all other
communications provided for in this Agreement shall be in writing and shall be
deemed to have been duly given when delivered or mailed by certified or
registered mail, return receipt requested, postage prepaid, addressed to the
respective addresses set forth below or to such other address as either party
may have furnished to the other in writing in accordance herewith, except that
notice of change of address shall be effective only upon receipt.
</FONT>

<P align="left"><FONT size="2">To the Company:
</FONT>
<P align="left"><FONT size="2">Neurocrine Biosciences, Inc.
</FONT>
<P align="left"><FONT size="2">10555 Science Center Drive<BR>
San Diego, CA 92121<BR>
Attn.: President &#038; Chief Executive Officer
</FONT>
<P align="left"><FONT size="2">To Executive:
</FONT>
<P align="left"><FONT size="2">Wendell Wierenga, Ph.D.<BR>
10555 Science Center Drive<BR>
San Diego, CA 92121
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>7.5 Modification; Waiver; Entire Agreement. </B>No provisions of this
Agreement may be modified, waived or discharged unless such waiver,
modification or discharge is agreed to in writing signed by Executive and such
officer as may be specifically designated by the Board of the Company. No
waiver by either party hereto at any time of any breach by the other party of,
or compliance with, any condition or provision of this Agreement to be
performed by such other party shall be deemed a waiver of similar or dissimilar
provisions or conditions at the same or any prior or subsequent time. No
agreements or representations, oral or otherwise, express or implied, with
respect to the subject matter hereof have been made by either party which are
not expressly set forth in this Agreement.
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>7.6 Validity. </B>The invalidity or unenforceability of any provision of this
Agreement shall not affect the validity or enforceability of any other
provision of this Agreement, which shall remain in full force and effect.
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>7.7 Controlling Document. </B>Except to the extent described in Section&nbsp;6.l0,
in case of conflict between any of the terms and condition of this Agreement
and the document herein referred to, the terms and conditions of this Agreement
shall control.
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>7.8 Executive Acknowledgment. </B>Executive acknowledges (a)&nbsp;that he has
consulted with or has had the opportunity to consult with independent counsel
of his own choice concerning this Agreement, and has been advised to do so by
the Company, and (b)&nbsp;that he has read and understands the Agreement, is fully
aware of its legal effect, and has entered into it freely based on his own
judgment.
</FONT>


<P align="center"><FONT size="2"><I>Page 10 of 11</I>
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<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>7.9 Remedies.</B>
</FONT>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2"><B>(a)</B></FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2"><B>Injunctive Relief. </B>The parties agree that the services to be rendered
by Executive hereunder are of a unique nature and that in the event of
any breach or threatened breach of any of the covenants contained
herein, the damage or imminent damage to the value and the goodwill of
the Company&#146;s business will be irreparable and extremely difficult to
estimate, making any remedy at law or in damages inadequate.
Accordingly, the parties agree that the Company shall be entitled to
injunctive relief against Executive in the event of any breach or
threatened breach of any such provisions by Executive, in addition to
any other relief (including damage) available to the Company under
this Agreement or under law.</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2"><B>(b)</B></FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2"><B>Exclusive. </B>Both parties agree that the remedy specified in Section
7.9(a) above is not exclusive of any other remedy for the breach by
Executive of the terms hereof.</FONT></TD>
</TR>
</TABLE>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>7.10 Counterparts. </B>This Agreement may be executed in one or more
counterparts, all of which taken together shall constitute one and the same
Agreement.
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>7.11 Prevailing Party Expenses. </B>In the event that any action or proceeding
is commenced to enforce the provisions of the Agreement, the court adjudicating
such action or proceeding shall award to the prevailing party all costs and
expenses thereof, including, but not limited to, all reasonable attorneys&#146;
fees, court costs, and all other related expenses.
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Executed by the parties as of the day and year first above written.</B>
</FONT>

<CENTER>
<TABLE cellspacing="0" border="0" cellpadding="0" width="100%">
<TR valign="bottom">
    <TD width="21%">&nbsp;</TD>
    <TD width="20%">&nbsp;</TD>
    <TD width="24%">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top" nowrap><FONT size="2"><B>WENDELL WIERENGA, PH.D.</B></FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">
<B>NEUROCRINE BIOSCIENCES, INC.</B></FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">/s/ WENDELL WIERENGA, PH.D.</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top" nowrap><FONT size="2">
By: /s/ GARY A. LYONS</FONT></TD>
</TR>
<TR>
    <TD valign="top"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">
<HR size="1" noshade></FONT></TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">
Gary A. Lyons,<br>
President and Chief Executive Officer</FONT></TD>
</TR>
</TABLE>
</CENTER>

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