Common use of Clawback/Recovery Clause in Contracts

Clawback/Recovery. Compensation provided under this Agreement, the Severance Plan or otherwise awarded or paid to Executive in connection with Executive’s Page 7 of 13 employment with the Company will be subject to recoupment in accordance with the following, as applicable (each, as applicable, hereinafter a “Clawback Policy”): (i) the Neurocrine Biosciences, Inc. Policy for Recoupment of Incentive Compensation, as may be amended from time to time; (ii) the Neurocrine Biosciences, Inc. Incentive Compensation Recoupment Policy, as may be amended from time to time; (iii) any clawback policy that the Company is required to adopt pursuant to the listing standards of any national securities exchange or association on which the Company’s securities are listed or as is otherwise required by the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act or other applicable law; and (iv) any other clawback policy that the Company adopts. No recovery of compensation under such a Clawback Policy will be an event giving rise to Executive’s right to voluntary terminate employment upon a “resignation for good reason,” or for a “constructive termination” or any similar term under any plan of or agreement with the Company or a breach of this Agreement by the Company. If the Company determines that any compensation granted, awarded, earned or paid to Executive must be forfeited or reimbursed to the Company pursuant to the applicable Clawback Policy, Executive will promptly take any action necessary to effectuate such forfeiture and/or reimbursement. Executive agrees and acknowledges that Executive is not entitled to indemnification, and hereby waives any right to advancement of expenses, in connection with any enforcement of a Clawback Policy by the Company.

Clawback/Recovery. Compensation provided under this Agreement, the Severance Plan or otherwise awarded or paid to Executive in connection with Executive’s Page 7 of 13 employment with the Company will be This Agreement and any payments hereunder are subject to recoupment in accordance with the following, as applicable (each, as applicable, hereinafter a “Clawback Policy”): (i) the Neurocrine Biosciences, Inc. Policy for Recoupment of Incentive Compensation, as may be amended any clawback policy in effect from time to time; (ii) the Neurocrine Biosciences, Inc. Incentive Compensation Recoupment Policy, as may be amended from time to time; (iii) any clawback policy that the Company is specifically required to adopt pursuant to the listing standards of any national securities exchange or association on which the Company’s securities are listed or as is otherwise specifically required by the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act or other applicable law; and (iv) any other . As of the Date of Grant, the Company’s clawback policy that generally provides, in the event of an accounting restatement, the Company adoptsshall seek to recover, reasonably promptly, all erroneously awarded compensation from an executive officer (those associates who are members of the Old Republic International Corporation Office of the Chief Executive Officer) during the time period covered in accordance with the Section 303A.14 of The New York Stock Exchange Listed Company Manual and Section 10D and Rule 10D-1 of the Securities Exchange Act of 1934, as amended. No recovery Such determination of compensation under such a Clawback Policy the amount of erroneously awarded compensation, in the case of an accounting restatement, will be made without regard to any individual knowledge or responsibility related to the accounting restatement or the erroneously awarded compensation. Notwithstanding the foregoing, if the Company is required to undertake an event giving rise accounting restatement, the Company shall recover the erroneously awarded compensation unless the recovery is determined to Executive’s right to voluntary terminate employment upon a “resignation for good reason,” or for a “constructive termination” or any similar term under any plan of or agreement be impracticable by the Compensation Committee in accordance with the Company clawback policy. The foregoing description is qualified by reference to the Company’s complete clawback policy, which policy is hereby incorporated herein by reference. The Company’s clawback policy may be amended or a breach of this Agreement restated from time to time as required by the listing standards of any national securities exchange or association on which the Company. If the Company determines that any compensation granted’s securities are listed, awarded, earned or paid to Executive must be forfeited or reimbursed to the Company pursuant to the applicable Clawback Policy, Executive will promptly take any action necessary to effectuate such forfeiture and/or reimbursement. Executive agrees and acknowledges that Executive as is not entitled to indemnification, and hereby waives any right to advancement of expenses, in connection with any enforcement of a Clawback Policy otherwise specifically required by the Company▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act or other applicable law, or as otherwise determined by the Committee.

Clawback/Recovery. Compensation provided under By executing this AgreementAward Agreement and accepting this Award, Participant agrees that the Severance Plan or otherwise awarded or paid to Executive in connection with Executive’s Page 7 of 13 employment with the Company will payments hereunder may be subject to reduction, cancellation, forfeiture or recoupment to the extent necessary to comply with (a) any clawback, forfeiture or other similar policy adopted by the Board or Compensation Committee thereof and as in accordance with effect from time to time, including, without limitation, the following, as applicable (each, as applicable, hereinafter a “Clawback Policy”): (i) the Neurocrine Biosciences, Inc. Policy for Recoupment Recovery of Incentive Compensation, Erroneously Awarded Compensation (as may be amended from time to time; , the “Policy”) adopted by the Company, and (iib) Applicable Law (collectively, the Neurocrine Biosciences“Clawback Provisions”). In consideration of this Award, Inc. Incentive Participant further agrees that all Incentive-Based Compensation Recoupment (as defined in the Policy, ) received by the Participant after the Effective Date (as may be amended from time defined in the Policy) is subject to time; (iii) any clawback policy that the Company is required to adopt recovery pursuant to the listing standards of any national securities exchange or association on which Policy. To the extent the Company’s securities are listed recovery rights under the Clawback Provisions conflict with any other contractual rights Participant may have with the Company or as any Parent or Subsidiary, Participant understands that the terms of the Clawback Provisions shall supersede any such contractual rights. This Section 14 is otherwise required by not intended to limit any clawback and/or disgorgement of such compensation pursuant to Section 304 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act or other applicable law; and (iv) any other clawback policy that the Company adoptsof 2002. No recovery of compensation under such a any Clawback Policy Provision or otherwise, including under the Policy, will be an event giving rise that triggers or contributes to Executive’s any right of a Participant to voluntary terminate employment upon a resign for “resignation for good reason,” or for a “constructive termination” (or any similar term term) under any plan of or agreement with the Company or a breach Subsidiary or Parent of this Agreement by the Company. If the Company determines Participant agrees that any compensation granted, awarded, earned or paid to Executive must be forfeited or reimbursed to the Company pursuant to the applicable Clawback Policy, Executive will promptly take any action necessary to effectuate such forfeiture and/or reimbursement. Executive agrees and acknowledges that Executive Participant is not entitled to indemnification, and hereby waives any indemnification or right to of advancement of expenses, expenses in connection with any enforcement of a the Clawback Policy Provisions by the CompanyCompany and, to the extent any agreement or organizational document purports to provide otherwise, Participant hereby irrevocably agrees to forego such indemnification. By executing this Award Agreement, Participant agrees to take all required action in a reasonably prompt manner, as applicable, to enable any reduction, cancellation, forfeiture or recoupment of the payments hereunder and any other compensation in order to enable the enforcement of the Clawback Provisions.

Clawback/Recovery. Compensation provided under You acknowledge and agree that, notwithstanding anything to the contrary in this AgreementRestricted Stock Unit Agreement or the Grant Notice but subject to applicable law, to the Severance Plan extent that any Clawback Policy (as defined below) is applicable to your Award: (a) Your Award, any shares issued (or otherwise awarded issuable) or other compensation paid (or payable) pursuant to Executive your Award, and any gains you realize with respect to the sale of any shares issued pursuant to your Award (in connection with Executive’s Page 7 of 13 employment with an amount determined by the Company will be Board in its discretion) (the “Award Gains”) are subject to recoupment in accordance with the following, as applicable following (each, as applicable, hereinafter each of which will be considered a “Clawback Policy”” for purposes of this Restricted Stock Unit Agreement): (i) the Neurocrine BiosciencesExelixis, Inc. Policy for Recoupment of Incentive Variable Compensation, adopted by the Board on February 28, 2019 and as may be amended from time to timetime (the “Variable Compensation Clawback Policy”); and (ii) the Neurocrine Biosciences, Inc. Incentive Compensation Recoupment Policy, as may be amended from time to time; (iii) any clawback policy that the Company is required to adopt pursuant to the listing standards of any national securities exchange or association on which the Company’s securities are listed or as is otherwise required by the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act or other applicable law; ; (b) For purposes of any Clawback Policy, your Award, any shares issued (or issuable) or other compensation paid (or payable) pursuant to your Award, and any Award Gains are not earned until no longer subject to recoupment in accordance with such Clawback Policy; (ivc) As a condition to the grant of your Award: (i) You expressly agree and consent to the Company’s application, implementation and enforcement of any other clawback policy Clawback Policy and any provision of applicable law relating to cancellation, recoupment, rescission or payback of compensation; (ii) You expressly agree that the Company adopts. No recovery may take such actions as are necessary or appropriate to effectuate any Clawback Policy or applicable law without any further consent or action being required by you; and (iii) For purposes of compensation under the foregoing, you expressly and explicitly authorize the Company to issue instructions, on your behalf, to any brokerage firm and/or third party administrator engaged by the Company to hold any shares issued pursuant to your Award and any other amounts acquired pursuant to your Award and/or to re-convey, transfer or otherwise return such shares and/or other amounts to the Company; (d) The Company has provided you with a copy of the Variable Compensation Clawback Policy; (e) In the event of any conflict between the terms of your Award (including this Section 20) and any Clawback Policy, the terms of such Clawback Policy will be an control; (f) In the event giving rise that your Award is subject to Executive’s right to voluntary terminate employment upon a “resignation for good reason,” or for a “constructive termination” or any similar term under any plan of or agreement with the Company or a breach of this Agreement by the Company. If the Company determines that any compensation granted, awarded, earned or paid to Executive must be forfeited or reimbursed to the Company pursuant to the applicable more than one Clawback Policy, Executive the Clawback Policy with the most restrictive recoupment provisions (as applied to your Award) will promptly take control; and (g) This Restricted Stock Unit Agreement may be unilaterally amended by the Board (without your consent) at any action necessary time to effectuate such forfeiture and/or reimbursement. Executive agrees and acknowledges that Executive is not entitled to indemnification, and hereby waives any right to advancement of expenses, in connection comply with any enforcement of a Clawback Policy by the CompanyPolicy, as it may be amended from time to time.

Clawback/Recovery. Compensation provided under You acknowledge and agree that, notwithstanding anything to the contrary in this AgreementOption Agreement or the Grant Notice but subject to applicable law, to the Severance Plan extent that any Clawback Policy (as defined below) is applicable to your option: (a) Your option, any shares issued (or otherwise awarded issuable) or other compensation paid (or payable) pursuant to Executive your option, and any gains you realize with respect to the sale of any shares issued pursuant to your option (in connection with Executive’s Page 7 of 13 employment with an amount determined by the Company will be Board in its discretion) (the “Option Gains”) are subject to recoupment in accordance with the following, as applicable following (each, as applicable, hereinafter each of which will be considered a “Clawback Policy”” for purposes of this Option Agreement): (i) the Neurocrine BiosciencesExelixis, Inc. Policy for Recoupment of Incentive Variable Compensation, adopted by the Board on February 28, 2019 and as may be amended from time to timetime (the “Variable Compensation Clawback Policy”); and (ii) the Neurocrine Biosciences, Inc. Incentive Compensation Recoupment Policy, as may be amended from time to time; (iii) any clawback policy that the Company is required to adopt pursuant to the listing standards of any national securities exchange or association on which the Company’s securities are listed or as is otherwise required by the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act or other applicable law; ; (b) For purposes of any Clawback Policy, your option, any shares issued (or issuable) or other compensation paid (or payable) pursuant to your option, and any Option Gains are not earned until no longer subject to recoupment in accordance with such Clawback Policy; (ivc) As a condition to the grant of your option: (i) You expressly agree and consent to the Company’s application, implementation and enforcement of any other clawback policy Clawback Policy and any provision of applicable law relating to cancellation, recoupment, rescission or payback of compensation; (ii) You expressly agree that the Company adopts. No recovery may take such actions as are necessary or appropriate to effectuate any Clawback Policy or applicable law without any further consent or action being required by you; and (iii) For purposes of compensation under the foregoing, you expressly and explicitly authorize the Company to issue instructions, on your behalf, to any brokerage firm and/or third party administrator engaged by the Company to hold any shares issued pursuant to your option and any other amounts acquired pursuant to your option and/or to re-convey, transfer or otherwise return such shares and/or other amounts to the Company; (d) The Company has provided you with a copy of the Variable Compensation Clawback Policy; (e) In the event of any conflict between the terms of your option (including this Section 21) and any Clawback Policy, the terms of such Clawback Policy will be an control; (f) In the event giving rise that your option is subject to Executive’s right to voluntary terminate employment upon a “resignation for good reason,” or for a “constructive termination” or any similar term under any plan of or agreement with the Company or a breach of this Agreement by the Company. If the Company determines that any compensation granted, awarded, earned or paid to Executive must be forfeited or reimbursed to the Company pursuant to the applicable more than one Clawback Policy, Executive the Clawback Policy with the most restrictive recoupment provisions (as applied to your option) will promptly take control; and (g) This Option Agreement may be unilaterally amended by the Board (without your consent) at any action necessary time to effectuate such forfeiture and/or reimbursement. Executive agrees and acknowledges that Executive is not entitled to indemnification, and hereby waives any right to advancement of expenses, in connection comply with any enforcement of a Clawback Policy by the CompanyPolicy, as it may be amended from time to time.

Clawback/Recovery. Compensation provided under this Agreement, the Severance Plan or otherwise awarded or paid to Executive in connection with Executive’s Page 7 of 13 employment with the Company will be subject to recoupment in accordance with the following, as applicable (each, as applicable, hereinafter a “Clawback Policy”): (i) the Neurocrine Biosciences, Inc. Policy for Recoupment of Incentive Compensation, as may be amended from time to time; (ii) the Neurocrine Biosciences, Inc. Incentive Compensation Recoupment Policy, as may be amended from time to time; (iii) any clawback policy that the Company is required to adopt pursuant to the listing standards of any national securities exchange or association on which the Company’s securities are listed or as is otherwise required by the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act or other applicable law; and (iv) any other clawback policy that the Company adopts. No recovery of compensation under such a Clawback Policy will be an event giving rise to Executive’s right to voluntary terminate employment upon a “resignation for good reason,” or for a “constructive termination” or any similar term under any plan of or agreement with the Company or a breach of this Agreement by the Company. If the Company determines that any compensation granted, awarded, earned or paid to Executive must be forfeited or reimbursed to the Company pursuant to the applicable Clawback Policy, Executive will promptly take any action necessary to effectuate such forfeiture and/or reimbursement. Executive agrees and acknowledges that Executive is not entitled to indemnification, and hereby waives any right to advancement of expenses, in connection with any enforcement of a Clawback Policy by the Company.

Clawback/Recovery. Compensation provided under the Executive Employment Agreement, this Agreement, the Severance Plan or otherwise awarded or paid to Executive Employee in connection with ExecutiveEmployee’s Page 7 of 13 employment with the Company will may be subject to recoupment in accordance with the following, as applicable (each, as applicable, hereinafter a “Clawback Policy”): (i) the Neurocrine Biosciences, Inc. Policy for Recoupment of Incentive Compensation, as may be amended from time to time; (ii) the Neurocrine Biosciences, Inc. Incentive Compensation Recoupment Policy, as may be amended from time to time; (iii) any clawback policy that the Company is required to adopt pursuant to the listing standards of any national securities exchange or association on which the Company’s securities are listed or as is otherwise required by the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act or other applicable law; and (iv) any other clawback policy that the Company adopts. No recovery of compensation under such a Clawback Policy will be an event giving rise to ExecutiveEmployee’s right to voluntary terminate employment upon a “resignation for good reason,” or for a “constructive termination” or any similar term under any plan of or agreement with the Company or a breach of this Agreement by the Company. If the Company determines that any compensation granted, awarded, earned or paid to Executive Employee must be forfeited or reimbursed to the Company pursuant to the applicable Clawback Policy, Executive Employee will promptly take any action necessary to effectuate such forfeiture and/or reimbursement. Executive Employee agrees and acknowledges that Executive Employee is not entitled to indemnification, and hereby waives any right to advancement of expenses, in connection with any enforcement of a Clawback Policy by the Company.

Clawback/Recovery. Compensation provided under You acknowledge and agree that, notwithstanding anything to the contrary in this AgreementOption Agreement or the Grant Notice but subject to applicable law, to the Severance Plan extent that any Clawback Policy (as defined below) is applicable to your option: (a) Your option, any shares issued (or otherwise awarded issuable) or other compensation paid (or payable) pursuant to Executive your option, and any gains you realize with respect to the sale of any shares issued pursuant to your option (in connection with Executive’s Page 7 of 13 employment with an amount determined by the Company will be Board in its discretion) (the “Option Gains”) are subject to recoupment in accordance with the following, as applicable following (each, as applicable, hereinafter each of which will be considered a “Clawback Policy”” for purposes of this Option Agreement): (i) the Neurocrine BiosciencesExelixis, Inc. Policy for Recoupment of Incentive Variable Compensation, adopted by the Board on February 28, 2019 and as may be amended from time to timetime (the “Variable Compensation Clawback Policy”); and (ii) the Neurocrine Biosciences, Inc. Incentive Compensation Recoupment Policy, as may be amended from time to time; (iii) any clawback policy that the Company is required to adopt pursuant to the listing standards of any national securities exchange or association on which the Company’s securities are listed or as is otherwise required by the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act or other applicable law; ; (b) For purposes of any Clawback Policy, your option, any shares issued (or issuable) or other compensation paid (or payable) pursuant to your option, and any Option Gains are not earned until no longer subject to recoupment in accordance with such Clawback Policy; (ivc) As a condition to the grant of your option: (i) You expressly agree and consent to the Company’s application, implementation and enforcement of any other clawback policy Clawback Policy and any provision of applicable law relating to cancellation, recoupment, rescission or payback of compensation; (ii) You expressly agree that the Company adopts. No recovery of compensation under may take such a actions as are necessary or appropriate to effectuate any Clawback Policy will be an event giving rise to Executive’s right to voluntary terminate employment upon a “resignation for good reason,” or for a “constructive termination” applicable law without any further consent or any similar term under any plan action being required by you; and (iii) For purposes of or agreement with the foregoing, you expressly and explicitly authorize the Company or a breach of this Agreement to issue instructions, on your behalf, to any brokerage firm and/or third party administrator engaged by the Company. If the Company determines that to hold any compensation granted, awarded, earned or paid to Executive must be forfeited or reimbursed to the Company shares issued pursuant to the applicable Clawback Policy, Executive will promptly take any action necessary to effectuate such forfeiture and/or reimbursement. Executive agrees and acknowledges that Executive is not entitled to indemnification, and hereby waives any right to advancement of expenses, in connection with any enforcement of a Clawback Policy by the Company.your option and