EXECUTION VERSION. If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to the Company the enclosed copies hereof, whereupon this instrument, along with all counterparts hereof, shall become a binding agreement in accordance with its terms. Very truly yours, NEUROCRINE BIOSCIENCES, INC. By: /s/ Xxx Xxxxxxxx Name: Xxx Xxxxxxxx Title: Chief Financial Officer The foregoing Underwriting Agreement is hereby confirmed and accepted by the Representatives in New York, New York as of the date first above written. X.X. XXXXXX SECURITIES LLC DEUTSCHE BANK SECURITIES INC. Acting as Representatives of the several Underwriters named in the attached Schedule A. X.X. XXXXXX SECURITIES LLC By: /s/ Xxx Xxxxxxx Name: Xxx Xxxxxxx Title: Executive Director DEUTSCHE BANK SECURITIES INC. By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Managing Director By: /s/ Xxxx Xxxx Name: Xxxx Xxxx Title: Director SCHEDULE A Underwriters Number of Firm Shares to be Purchased X.X. Xxxxxx Securities LLC 2,430,400 Deutsche Bank Securities Inc. 2,083,200 Xxxxxxxxx LLC. 798,560 Barclays Capital Inc. 798,560 Xxxxx and Company, LLC 520,800 Nomura Securities International, Inc. 312,480 Total 6,944,000 SCHEDULE B Schedule of Free Writing Prospectuses included in the Time of Sale Prospectus None SCHEDULE C Number of Shares being offered: 6,944,000 Underwriters’ option to purchase additional shares: 1,041,600 Price per Share to the public: $ 36.00 Gross proceeds to the Company: $ 249,984,000 EXHIBIT B List of Persons Executing Lock-Ups Xxxxx X. Xxxxxx, Ph.D. Xxxxxxx X. Xxxxxxxx Xxxxxxxxxxx X. X’Xxxxx, M.D. Xxxx X. Xxxxxxxx, Ph.D. Xxxxxxx X. Xxxxxxxxxxx, Ph.D. Xxxx Xxxx, Ph.X. Xxxxxxx Xxxxx Xxxxx Xxxxx Xxxxxxxx Xxxx Xxxxxx Xxxxxx X. Xxxxxxx, Ph.D. Xxxx X. Xxxxx Xxxxxxx X. Xxxxxxx W. Xxxxxx Xxxxxxxx Xxxxxxx X. Pops Xxxxxxx X. Xxxxxxx, M.D. Xxxxxxx X. Xxxxxxxxx, Ph.D. EXHIBIT C Form of Lock-Up Agreement , 2015 X.X. XXXXXX SECURITIES LLC DEUTSCHE BANK SECURITIES INC. as Representatives of the several Underwriters, c/o X.X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 c/o Deutsche Bank Securities Inc. 00 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 RE: Neurocrine Biosciences, Inc. (the “Company”) Ladies & Gentlemen: The undersigned is an owner of record or beneficially of certain shares of common stock, par value $0.001 per share, of the Company (“Shares”) or securities convertible into or exchangeable or exercisable for Shares. The Company proposes to carry out a pu...
EXECUTION VERSION. (b) at any meeting of securityholders of the Company (including in connection with any combined or separate vote of any sub-group of securityholders of the Company that may be required to be held and of which sub-group the Securityholder forms part) or at any adjournment or postponement thereof or in any other circumstances upon which a vote, consent or other approval of all or some of the shareholders or other securityholders of the Company is sought (including by written consent in lieu of a meeting), the Securityholder shall cause its Subject Securities (which have a right to vote at such meeting) to be counted as present for purposes of establishing quorum and shall vote (or cause to be voted) its Subject Securities (which have a right to vote at such meeting) against any Acquisition Proposal and/or any matter that could reasonably be expected to delay, prevent, impede or frustrate the successful completion of the Arrangement and each of the transactions contemplated by the Arrangement Agreement (the “Prohibited Matters”);
EXECUTION VERSION. (v) accept, enter into, or propose publicly to accept or enter into, any agreement, understanding or arrangement effecting or related to any Acquisition Proposal or potential Acquisition Proposal;
EXECUTION VERSION. ARTICLE 4
EXECUTION VERSION its Subject Securities (which have a right to vote at such meeting) to be counted as present for purposes of establishing quorum and shall vote (or cause to be voted) its Subject Securities (which have a right to vote at such meeting) against any Purchaser Acquisition Proposal and/or any matter that could reasonably be expected to delay, prevent, impede or frustrate the successful completion of the Arrangement and each of the transactions contemplated by the Arrangement Agreement (the “Prohibited Matters”);
EXECUTION VERSION. (h) the Securityholder shall, as a holder of Subject Securities, cooperate with the Company and the Purchaser to successfully complete the Arrangement and this Agreement and to oppose any of the Prohibited Matters; and
EXECUTION VERSION. Securityholder is and will be immediately prior to the Effective Date, the registered and/or beneficial owner of the Subject Securities, with good and marketable title thereto, free and clear of any and all Liens.
EXECUTION VERSION. For purposes of this Agreement, “
EXECUTION VERSION. 8. The following language shall be added to the end of Section 7(c) of the Employment Agreement: Notwithstanding any provision of the Agreement to the contrary, in the event that any portion of the payments and benefits provided to Executive under this Agreement and any other payments and benefits under any other agreement with or plan of the Company (in the aggregate, “Total Payments”) would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code (the “Excise Tax”), then notwithstanding anything in this Agreement to the contrary the amount payable to Executive under Section 7(c) of the Agreement shall be reduced such that the value of the aggregate Total Payments that Executive is entitled to receive shall be approximately one dollar ($1) less than such maximum amount (the “Capped Total Payments”). Unless otherwise elected by the Executive, to the extent permitted under Code Section 409A (as defined below), any reduction shall first be applied to the Control Change Severance Payment benefits which are not subject to Code Section 409A and then to the Control Change Severance Payment benefits which are subject to Code Section 409A, if any. The determination of the Capped Total Payments amount shall be made in writing in good faith by a nationally recognized independent certified public accounting firm selected by the Company and approved by the Executive.
EXECUTION VERSION. Amount would exceed the Post-Effective Limit, (ii) the Dealer Group would directly or indirectly so beneficially own in excess of the Threshold Number of Shares, (iii) Dealer would directly or indirectly hold in excess of the Exchange Limit, or (iv) such delivery would result in a violation of the Counterparty Stock Ownership Restriction. If any delivery owed to Dealer hereunder is not made, in whole or in part, as a result of this provision, Counterparty’s obligation to make such delivery shall not be extinguished and Counterparty shall make such delivery as promptly as practicable after, but in no event later than one Scheduled Trading Day after, Dealer gives notice to Counterparty that, after such delivery, (i) the Share Amount would not exceed the Post-Effective Limit, (ii) the Dealer Group would not directly or indirectly so beneficially own in excess of the Threshold Number of Shares, (iii) Dealer would not directly or indirectly hold in excess of the Exchange Limit, or (iv) such delivery would not result in a violation of the Counterparty Stock Ownership Restriction, as applicable. In addition, notwithstanding anything herein to the contrary, if any delivery owed to Dealer hereunder is not made, in whole or in part, as a result of the immediately preceding paragraph, Dealer shall be permitted to make any payment due in respect of such Shares to Counterparty in two or more tranches that correspond in amount to the number of Shares delivered by Counterparty to Dealer pursuant to the immediately preceding paragraph. Counterparty represents and warrants to, and agrees with Dealer that, ownership positions of Counterparty’s common stock held by Dealer or any of its affiliates solely in its capacity as a nominee or fiduciary (where Dealer and such affiliates have no economic interest in such positions) do not constitute “ownership” by Dealer, and Dealer shall not be deemed or treated as the beneficial or constructive “owner” of such positions, in each case, for purposes of Article VIII of the LLC Operating Agreement, except for purposes of Section 8.1(d) thereof, and Counterparty shall interpret the LLC Operating Agreement in accordance with the foregoing. Dealer represents and warrants that, as of the Trade Date, if Dealer received the maximum number of Shares hereunder assuming both (i) Physical Settlement applies and (ii) no restrictions on the delivery of Shares hereunder were applicable, then the Counterparty Stock Ownership Restriction would not app...
