Common use of EXECUTION VERSION Clause in Contracts

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 public offering of Shares (the “Offering”) for which X.X. Xxxxxx Securities LLC (“X.X. Xxxxxx”) and Deutsche Bank Securities Inc. (“Deutsche Bank”) will act as the representatives of the several underwriters (the “Underwriters”). The undersigned recognizes that the Offering will be of benefit to the undersigned and will benefit the Company by, among other things, raising additional capital for its operations. The undersigned acknowledges that you and any other underwriter are relying on the representations and agreements of the undersigned contained in this letter agreement in carrying out the Offering and in entering into underwriting arrangements with the Company with respect to the Offering. In consideration of the foregoing, the undersigned hereby agrees that the undersigned will not (and will cause any spouse or immediate family member of the spouse or the undersigned living in the undersigned’s household not to), without the prior written consent of X.X. Xxxxxx and Deutsche Bank (which consent may be withheld in their sole discretion), directly or indirectly, sell, offer, contract or grant any option to sell (including without limitation any short sale), pledge, transfer, establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Securities Exchange Act of 1934, as amended, (the “Exchange Act”) or otherwise dispose of any Shares, options or warrants to acquire Shares, or securities exchangeable or exercisable for or convertible into Shares currently or hereafter owned either of record or beneficially (as defined in Rule 13d-3 under the Exchange Act) by the undersigned (or such spouse or family member), or publicly announce an intention to do any of the foregoing, for a period commencing on the date hereof and continuing through the close of trading on the date 90 days after the date of the Prospectus (as defined in the Underwriting Agreement relating to the Offering to which the Company is a party) (the “Lock-up Period”); provided, that if (i) during the last 17 days of the Lock-up Period, the Company issues an earnings release or material news or a material event relating to the Company occurs or (ii) prior to the expiration of the Lock-up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-up Period, then in each case the Lock-up Period will be extended until the expiration of the 18-day period beginning on the date of the issuance of the earnings release or the occurrence of the material news or material event, as applicable, unless X.X. Xxxxxx and Deutsche Bank waive, in writing, such extension, except that such extension will not apply if (i) the Shares are “actively traded securities” (as defined in Regulation M of the Exchange Act), (ii) the Company meets the applicable requirements of paragraph (a)(1) of Rule 139 under the Securities Act of 1933, as amended, (the “Securities Act”) in the manner contemplated by NASD Conduct Rule 2711(f)(4), and (iii) the provisions of NASD Conduct Rule 2711(f)(4) are not applicable to any research reports relating to the Company published or distributed by any of the Underwriters during the 15 days before or after the last day of the Lock-up Period (before giving effect to such extension); provided, further, that the foregoing restrictions shall not apply to (1) transactions relating to Shares or other securities acquired in open market transactions after completion of the Offering, (2) the transfer of any or all of the Shares owned by the undersigned, either during the undersigned’s lifetime or on death, by gift, will or intestate succession to any immediate family member of the undersigned or to a trust the beneficiaries of which are exclusively the undersigned and/or a member or members of his immediate family and (3) the transfer or sale of any Shares or other securities solely to satisfy tax obligations related to the delivery of Shares pursuant to the vesting of restricted stock units granted to the undersigned; provided, however, that in the case of a transfer under subsection (2) above, it shall be a condition to such transfer that (y) the transferee executes and delivers to X.X. Xxxxxx and Deutsche Bank an agreement stating that the transferee is receiving and holding the Shares subject to the provisions of this letter agreement, and there shall be no further transfer of such Shares, except in accordance with this letter agreement and (z) no filing by any party under the Exchange Act or other public announcement reporting a reduction in the beneficial ownership of Shares held by the undersigned shall be required or shall be made voluntarily in connection with such transfer or disposition, and provided, further, that in the case of any transfer pursuant to subsection (3) above, any filing made under the Exchange Act or other public announcement shall indicate (in the notes thereto or otherwise) that the filing or announcement relates to the circumstances described in subsection (3). The undersigned hereby acknowledges and agrees that written notice of any extension of the Lock-up Period pursuant to the preceding sentence will be delivered by X.X. Xxxxxx and Deutsche Bank to the Company and that any such notice properly delivered will be deemed to have been given to, and received by, the undersigned. For the purposes of this paragraph, “immediate family” shall mean the spouse, domestic partner, lineal descendant (including adopted children), father, mother, brother or sister of the transferor. In addition, notwithstanding the lock-up restrictions described herein, the undersigned may at any time after the date hereof (A) exercise any options or warrants to purchase Shares (including by cashless exercise to the extent permitted by the instruments representing such options or warrants); provided, however, that in any such case the Shares issued upon exercise shall remain subject to the provisions of this letter agreement, (B) enter into a trading plan (a “New Plan”) meeting the requirements of Rule 10b5-1 under the Exchange Act, relating to the sale of Shares, if then permitted by the Company and applicable law; provided that the Shares subject to such New Plan may not be sold during the Lock-Up Period and that no filing with the Commission or other public announcement shall be required or voluntarily made by the undersigned or any other person in connection therewith or (C) sell Shares pursuant to a written plan, existing as of the date hereof, meeting the requirements of Rule 10b5-1(c) under the Exchange Act, if then permitted by the Company and applicable law; provided that any filing made under the Exchange Act in connection therewith shall state that such sales were made pursuant to a written plan meeting the requirements of Rule 10b5-1(c) under the Exchange Act. The undersigned also agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of Shares or securities convertible into or exchangeable or exercisable for Shares held by the undersigned except in compliance with the foregoing restrictions. With respect to the Offering only, the undersigned waives any registration rights relating to registration under the Securities Act of any Shares owned either of record or beneficially by the undersigned, including any rights to receive notice of the Offering. It is understood that, if (i) the Company notifies X.X. Xxxxxx and Deutsche Bank in writing that it does not intend to proceed with the Offering, (ii) if the Underwriting Agreement is not executed by April 30, 2015, or (iii) if the Underwriting Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated for any reason prior to payment for and delivery of the Shares to be sold thereunder, this letter agreement shall immediately be terminated and the undersigned shall automatically be released from all of his or her obligations under this letter agreement. This letter agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of laws principles thereof. The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this letter agreement. This letter agreement is irrevocable and all authority herein conferred or agreed to be conferred shall survive the death or incapacity of the undersigned and any obligations of the undersigned shall be binding upon the heirs, personal representatives, successors and assigns of the undersigned. Very truly yours, Signature: Printed Name: Capacity: (and indicate capacity of person signing ifsigning as custodian, trustee, or on behalfof an entity)

EXECUTION VERSION. If the foregoing is in accordance with your understanding of our agreementthe agreement between the Company and the Underwriters, kindly sign and return to indicate your acceptance in the Company the enclosed copies hereof, whereupon this instrument, along with all counterparts hereof, shall become a binding agreement in accordance with its termsspace provided for that purpose below. Very truly yours, NEUROCRINE BIOSCIENCESSUNESIS PHARMACEUTICALS, INC. By: /s/ Xxx Xxxxxxxx Xxxxxx X. Xxxxxxx, Xx. Name: Xxx Xxxxxxxx Xxxxxx X. Xxxxxxx, Xx. Title: Chief Financial Officer The foregoing Underwriting Agreement is hereby confirmed CEO and accepted by the Representatives in New York, New York President Accepted as of the date first above written. X.X. XXXXXX SECURITIES : XXXXX AND COMPANY, LLC DEUTSCHE BANK SECURITIES INC. Acting on its own behalf and as Representatives Representative of the several Underwriters named referred to in the attached Schedule A. X.X. XXXXXX SECURITIES LLC By: /s/ Xxx Xxxxxxx Name: Xxx Xxxxxxx Title: Executive Director DEUTSCHE BANK SECURITIES INCforegoing Agreement. By: /s/ Xxxx Xxxxxxxx Xxxxxx Name: Xxxx Xxxxxxxx Xxxxxx Title: Managing Director XXXXX FARGO SECURITIES, LLC Acting on its own behalf and as Representative of the several Underwriters referred to in the foregoing Agreement. By: /s/ Xxxx Xxxx Xxxxx Xxxxxx Name: Xxxx Xxxx Xxxxx Xxxxxx Title: Director SCHEDULE Schedule A Underwriters Name Number of Firm Shares of Stock 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 Number of Warrants to be Purchased Xxxxx and Company, LLC 520,800 Nomura Securities International1,050 525,000 Xxxxx Fargo Securities, LLC 950 475,000 Xxxxxxxxxxx & Co. Inc. 312,480 Total 6,944,000 500 250,000 Total: 2,500 1,250,000 SCHEDULE B Schedule of General Use Free Writing Prospectuses included in the Time of Sale Prospectus None None. SCHEDULE C Number of Pricing Information Stock to be Sold: 2,500 Shares being offeredWarrants to be Sold: 6,944,000 Underwriters’ option Warrants to purchase additional shares1,250,000 shares of Common Stock Offering Price: 1,041,600 Price $2,000 per Share to the publicshare of Stock and accompanying Warrant Stock Conversion Price: $ 36.00 Gross $2,000 per share of Series D Convertible Preferred Stock, converting into 1,000 shares of Common Stock Warrant Exercise Price: $3.00 per whole share Underwriting Discounts and Commissions: 5.0% Simultaneous Public Offering of Common Stock/Warrants: $15.0 million 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 A Form of Lock-Up Agreement XXXXX AND COMPANY, 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 Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 c/o Deutsche Bank Securities Inc. 00 Xxxxx Fargo Securities, LLC 000 Xxxx Xxxxxx Xxxxxx, 0xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 RERe: Neurocrine BiosciencesSunesis Pharmaceuticals, Inc. Dear Sirs: This Agreement is being delivered to you in connection with the proposed Underwriting Agreement (the “Underwriting Agreement”) between Sunesis Pharmaceuticals, Inc., a Delaware corporation (the “Company”) Ladies & Gentlemen: The undersigned is an owner and Xxxxx and Company, LLC and Xxxxx Fargo Securities, LLC (the “Representatives”), relating to the proposed public offering of record or beneficially of certain shares of the common stock, par value $0.001 0.0001 per share, share (the “Common Stock”) of the Company (“Shares”) or securities convertible and warrants to purchase shares of Common Stock. In order to induce you to enter into or exchangeable or exercisable for Shares. The Company proposes to carry out a public the Underwriting Agreement, and in light of the benefits that the offering of Shares the Common Stock will confer upon the undersigned in its capacity as a securityholder and/or an officer, director or employee of the Company, and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with you that, during the period beginning on and including the date hereof through and including the date that is the 60th day after the date of the Underwriting Agreement (the “Offering”) for which X.X. Xxxxxx Securities LLC (“X.X. Xxxxxx”) and Deutsche Bank Securities Inc. (“Deutsche Bank”) will act as the representatives of the several underwriters (the “UnderwritersLock-Up Period”). The undersigned recognizes that the Offering will be of benefit to the undersigned and will benefit the Company by, among other things, raising additional capital for its operations. The undersigned acknowledges that you and any other underwriter are relying on the representations and agreements of the undersigned contained in this letter agreement in carrying out the Offering and in entering into underwriting arrangements with the Company with respect to the Offering. In consideration of the foregoing, the undersigned hereby agrees that the undersigned will not (and will cause any spouse or immediate family member of the spouse or the undersigned living in the undersigned’s household not to)not, without the prior written consent of X.X. Xxxxxx and Deutsche Bank (which consent may be withheld in their sole discretion)the Representatives, directly or indirectly, (i) offer, sell, offerassign, contract or grant any option to sell (including without limitation any short sale)transfer, pledge, transfercontract to sell, establish an open “put equivalent position” within or otherwise dispose of, or announce the meaning intention to otherwise dispose of, any shares of Rule 16a-1(h) Common Stock (including, without limitation, Common Stock which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations promulgated under the Securities Exchange Act of 1934, as amendedthe same may be amended or supplemented from time to time (such shares, (the “Exchange ActBeneficially Owned Shares”)) or otherwise dispose of any Shares, options or warrants to acquire Shares, or securities exchangeable convertible into or exercisable or exchangeable for or convertible into Shares currently or hereafter owned either of record or beneficially (as defined in Rule 13d-3 under the Exchange Act) by the undersigned (or such spouse or family member), or publicly announce an intention to do any of the foregoing, for a period commencing on the date hereof and continuing through the close of trading on the date 90 days after the date of the Prospectus (as defined in the Underwriting Agreement relating to the Offering to which the Company is a party) (the “Lock-up Period”); provided, that if (i) during the last 17 days of the Lock-up Period, the Company issues an earnings release or material news or a material event relating to the Company occurs or (ii) prior to the expiration of the Lock-up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-up Period, then in each case the Lock-up Period will be extended until the expiration of the 18-day period beginning on the date of the issuance of the earnings release or the occurrence of the material news or material event, as applicable, unless X.X. Xxxxxx and Deutsche Bank waive, in writing, such extension, except that such extension will not apply if (i) the Shares are “actively traded securities” (as defined in Regulation M of the Exchange Act)Common Stock, (ii) enter into any swap, hedge or similar agreement or arrangement that transfers in whole or in part, the Company meets the applicable requirements economic risk of paragraph (a)(1) of Rule 139 under the Securities Act of 1933, as amended, (the “Securities Act”) in the manner contemplated by NASD Conduct Rule 2711(f)(4), and (iii) the provisions of NASD Conduct Rule 2711(f)(4) are not applicable to any research reports relating to the Company published or distributed by any ownership of the Underwriters during the 15 days before or after the last day of the Lock-up Period (before giving effect to such extension); provided, further, that the foregoing restrictions shall not apply to (1) transactions relating to Shares or other securities acquired in open market transactions after completion of the Offering, (2) the transfer of any or all of the Shares owned by the undersigned, either during the undersigned’s lifetime or on death, by gift, will or intestate succession to any immediate family member of the undersigned or to a trust the beneficiaries of which are exclusively the undersigned and/or a member or members of his immediate family and (3) the transfer or sale of any Shares or other securities solely to satisfy tax obligations related to the delivery of Shares pursuant to the vesting of restricted stock units granted to the undersigned; provided, however, that in the case of a transfer under subsection (2) above, it shall be a condition to such transfer that (y) the transferee executes and delivers to X.X. Xxxxxx and Deutsche Bank an agreement stating that the transferee is receiving and holding the Shares subject to the provisions of this letter agreement, and there shall be no further transfer of such Shares, except in accordance with this letter agreement and (z) no filing by any party under the Exchange Act or other public announcement reporting a reduction in the beneficial ownership of Shares held by the undersigned shall be required or shall be made voluntarily in connection with such transfer or disposition, and provided, further, that in the case of any transfer pursuant to subsection (3) above, any filing made under the Exchange Act or other public announcement shall indicate (in the notes thereto or otherwise) that the filing or announcement relates to the circumstances described in subsection (3). The undersigned hereby acknowledges and agrees that written notice of any extension of the Lock-up Period pursuant to the preceding sentence will be delivered by X.X. Xxxxxx and Deutsche Bank to the Company and that any such notice properly delivered will be deemed to have been given to, and received by, the undersigned. For the purposes of this paragraph, “immediate family” shall mean the spouse, domestic partner, lineal descendant (including adopted children), father, mother, brother or sister of the transferor. In addition, notwithstanding the lock-up restrictions described herein, the undersigned may at any time after the date hereof (A) exercise any options or warrants to purchase Shares (including by cashless exercise to the extent permitted by the instruments representing such options or warrants); provided, however, that in any such case the Shares issued upon exercise shall remain subject to the provisions of this letter agreement, (B) enter into a trading plan (a “New Plan”) meeting the requirements of Rule 10b5-1 under the Exchange Act, relating to the sale of Shares, if then permitted by the Company and applicable law; provided that the Shares subject to such New Plan may not be sold during the Lock-Up Period and that no filing with the Commission or other public announcement shall be required or voluntarily made by the undersigned or any other person in connection therewith or (C) sell Shares pursuant to a written plan, existing as of the date hereof, meeting the requirements of Rule 10b5-1(c) under the Exchange Act, if then permitted by the Company and applicable law; provided that any filing made under the Exchange Act in connection therewith shall state that such sales were made pursuant to a written plan meeting the requirements of Rule 10b5-1(c) under the Exchange Act. The undersigned also agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of Beneficially Owned Shares or securities convertible into or exercisable or exchangeable for Common Stock, whether now owned or exercisable for Shares held hereafter acquired by the undersigned except in compliance or with the foregoing restrictions. With respect to the Offering only, which the undersigned waives any registration rights relating to registration under has or hereafter acquires the Securities Act power of any Shares owned either of record or beneficially by the undersigned, including any rights to receive notice of the Offering. It is understood that, if (i) the Company notifies X.X. Xxxxxx and Deutsche Bank in writing that it does not intend to proceed with the Offering, (ii) if the Underwriting Agreement is not executed by April 30, 2015disposition, or (iii) if the Underwriting Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated for engage in any reason prior to payment for and delivery short selling of the Shares to be sold thereunder, this letter agreement shall immediately be terminated and the undersigned shall automatically be released from all of his Common Stock or her obligations under this letter agreement. This letter agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of laws principles thereofsecurities convertible into or exercisable or exchangeable for Common Stock. The undersigned hereby represents and warrants that restrictions set forth in the undersigned has full power and authority to enter into this letter agreement. This letter agreement is irrevocable and all authority herein conferred or agreed to be conferred immediately preceding paragraph shall survive the death or incapacity of the undersigned and any obligations of the undersigned shall be binding upon the heirs, personal representatives, successors and assigns of the undersigned. Very truly yours, Signature: Printed Name: Capacity: (and indicate capacity of person signing ifsigning as custodian, trustee, or on behalfof an entity)not apply to:

EXECUTION VERSION. If the foregoing is in accordance with your understanding of our agreementunderstanding, kindly please sign and return to the Company the enclosed copies hereof, whereupon this instrument, along with all us four counterparts hereof, and upon the acceptance hereof by the Underwriter, this letter and such acceptance hereof shall become constitute a binding agreement in accordance with its termsamong the Underwriter, the Company, the Bank and the Selling Stockholders. Any person executing and delivering this Agreement as Attorney-in-Fact for a Selling Stockholder represents by so doing that he or she has been duly appointed as Attorney-in-Fact by such Selling Stockholder pursuant to a validly existing and binding Power-of-Attorney which authorizes such Attorney-in-Fact to take such action. Very truly yours, NEUROCRINE BIOSCIENCESESQUIRE FINANCIAL HOLDINGS, INC. By: /s/ Xxx Xxxxxxxx /s/Axxxxx X. Xxxxxxxxx Name: Xxx Xxxxxxxx Axxxxx X. Xxxxxxxxx Title: President and Chief Financial Executive Officer The foregoing Underwriting Agreement is hereby confirmed ESQUIRE BANK, NATIONAL ASSOCIATION By: /s/Axxxxx X. Xxxxxxxxx Name: Axxxxx X. Xxxxxxxxx Title: President and accepted by Chief Executive Officer THE SELLING STOCKHOLDERS NAMED IN SCHEDULE A HERETO By: /s/Axxxxx X. Xxxxxxxxx Name: Axxxxx X. Xxxxxxxxx As Attorney-in-Fact acting on behalf of the Representatives Selling Stockholders named in New YorkSchedule B hereto EXECUTION VERSION CONFIRMED AND ACCEPTED, New York as of the date first above written. X.X. XXXXXX SECURITIES LLC DEUTSCHE BANK SECURITIES INC. Acting as Representatives of : SANDLER O’XXXXX & PARTNERS, L.P. By: Sandler O’Xxxxx & Partners Corp., the several Underwriters named in the attached Schedule A. X.X. XXXXXX SECURITIES LLC sole general partner By: /s/ Xxx Xxxxxxx Name: Xxx Xxxxxxx Title: Executive Director DEUTSCHE BANK SECURITIES INC. By: /s/ Xxxx Rxxxxx X. Xxxxxxxx Name: Xxxx Rxxxxx X. Xxxxxxxx Title: Managing Director By: /s/ Xxxx Xxxx Name: Xxxx Xxxx Title: Director An officer of the Corporation SCHEDULE A Underwriters Issuer/Selling Stockholder Number of Firm Shares Initial Securities to be Purchased X.X. Xxxxxx Sold Maximum Number of Option Securities LLC 2,430,400 Deutsche Bank Securities to Be Sold Esquire Financial Holding, Inc. 2,083,200 1,800,000 354,580 Axxxx Xxxx 1,000 — Axxxxx Xxxxxxxxx LLC. 798,560 Barclays Capital Inc. 798,560 Xxxxx and Company8,080 — D&D Funding II, LLC 520,800 Nomura Securities International50,000 — Exxxx Xxxx Living Trust 4,000 — Hxxxxx Xxxxxx 20,000 — Jxxx Xxxxx 1,000 — Jxxxxxx X. Xxxxxx 59,000 — Kxxxx X. Xxxxx 20,000 — MAJA Realty LLC 77,000 — Marc Jxx Xxxx 44,645 — Mxxxxxx Xxxxx 3,000 — Net Return Asset Management 10,000 — Nxxxxxxx Xxxx Xxxxxxxx 20,000 — Nob Hill Capital Associates, Inc. 312,480 L.P 2,500 — Nob Hill Capital Partners, L.P. 15,000 — Pxxx Xxxxxx & Mxxxx Xxxxxx 12,000 — PaymentWorld LLC 34,328 — PKBT Holdings, LLC 80,000 — Pxxxx Xxxxx 32,320 — Sxxxxxx Xxxxxxxxxx 15,000 — The AJ Trust Dated 9/23/1985 35,000 — Uxx Xxxxxx 20,000 — Total 6,944,000 2,363,873 354,580 Schedule A - 1 SCHEDULE B Schedule of Issuer-Represented General Free Writing Prospectuses included in Prospectus Free Writing Prospectus filed with the Time of Sale Prospectus SEC on June 19, 2017 Written Testing-the-Waters Communications 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. XxxxxxESQUIRE FINANCIAL HOLDINGS, 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 2,363,873 Shares 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. Common Stock (the “Company”) Ladies & Gentlemen: The undersigned is an owner of record or beneficially of certain shares of common stock, par value 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 public offering of Shares (the “Offering”) for which X.X. Xxxxxx Securities LLC (“X.X. Xxxxxx”) and Deutsche Bank Securities Inc. (“Deutsche Bank”) will act as the representatives of the several underwriters (the “Underwriters”0.01 Per Share). The undersigned recognizes that the Offering will be of benefit to the undersigned and will benefit the Company by, among other things, raising additional capital for its operations. The undersigned acknowledges that you and any other underwriter are relying on the representations and agreements of the undersigned contained in this letter agreement in carrying out the Offering and in entering into underwriting arrangements with the Company with respect to the Offering. In consideration of the foregoing, the undersigned hereby agrees that the undersigned will not (and will cause any spouse or immediate family member of the spouse or the undersigned living in the undersigned’s household not to), without the prior written consent of X.X. Xxxxxx and Deutsche Bank (which consent may be withheld in their sole discretion), directly or indirectly, sell, offer, contract or grant any option to sell (including without limitation any short sale), pledge, transfer, establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Securities Exchange Act of 1934, as amended, (the “Exchange Act”) or otherwise dispose of any Shares, options or warrants to acquire Shares, or securities exchangeable or exercisable for or convertible into Shares currently or hereafter owned either of record or beneficially (as defined in Rule 13d-3 under the Exchange Act) by the undersigned (or such spouse or family member), or publicly announce an intention to do any of the foregoing, for a period commencing on the date hereof and continuing through the close of trading on the date 90 days after the date of the Prospectus (as defined in the Underwriting Agreement relating to the Offering to which the Company is a party) (the “Lock-up Period”); provided, that if (i) during the last 17 days of the Lock-up Period, the Company issues an earnings release or material news or a material event relating to the Company occurs or (ii) prior to the expiration of the Lock-up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-up Period, then in each case the Lock-up Period will be extended until the expiration of the 18-day period beginning on the date of the issuance of the earnings release or the occurrence of the material news or material event, as applicable, unless X.X. Xxxxxx and Deutsche Bank waive, in writing, such extension, except that such extension will not apply if (i) the Shares are “actively traded securities” (as defined in Regulation M of the Exchange Act), (ii) the Company meets the applicable requirements of paragraph (a)(1) of Rule 139 under the Securities Act of 1933, as amended, (the “Securities Act”) in the manner contemplated by NASD Conduct Rule 2711(f)(4), and (iii) the provisions of NASD Conduct Rule 2711(f)(4) are not applicable to any research reports relating to the Company published or distributed by any of the Underwriters during the 15 days before or after the last day of the Lock-up Period (before giving effect to such extension); provided, further, that the foregoing restrictions shall not apply to (1) transactions relating to Shares or other securities acquired in open market transactions after completion of the Offering, (2) the transfer of any or all of the Shares owned by the undersigned, either during the undersigned’s lifetime or on death, by gift, will or intestate succession to any immediate family member of the undersigned or to a trust the beneficiaries of which are exclusively the undersigned and/or a member or members of his immediate family and (3) the transfer or sale of any Shares or other securities solely to satisfy tax obligations related to the delivery of Shares pursuant to the vesting of restricted stock units granted to the undersigned; provided, however, that in the case of a transfer under subsection (2) above, it shall be a condition to such transfer that (y) the transferee executes and delivers to X.X. Xxxxxx and Deutsche Bank an agreement stating that the transferee is receiving and holding the Shares subject to the provisions of this letter agreement, and there shall be no further transfer of such Shares, except in accordance with this letter agreement and (z) no filing by any party under the Exchange Act or other public announcement reporting a reduction in the beneficial ownership of Shares held by the undersigned shall be required or shall be made voluntarily in connection with such transfer or disposition, and provided, further, that in the case of any transfer pursuant to subsection (3) above, any filing made under the Exchange Act or other public announcement shall indicate (in the notes thereto or otherwise) that the filing or announcement relates to the circumstances described in subsection (3). The undersigned hereby acknowledges and agrees that written notice of any extension of the Lock-up Period pursuant to the preceding sentence will be delivered by X.X. Xxxxxx and Deutsche Bank to the Company and that any such notice properly delivered will be deemed to have been given to, and received by, the undersigned. For the purposes of this paragraph, “immediate family” shall mean the spouse, domestic partner, lineal descendant (including adopted children), father, mother, brother or sister of the transferor. In addition, notwithstanding the lock-up restrictions described herein, the undersigned may at any time after the date hereof (A) exercise any options or warrants to purchase Shares (including by cashless exercise to the extent permitted by the instruments representing such options or warrants); provided, however, that in any such case the Shares issued upon exercise shall remain subject to the provisions of this letter agreement, (B) enter into a trading plan (a “New Plan”) meeting the requirements of Rule 10b5-1 under the Exchange Act, relating to the sale of Shares, if then permitted by the Company and applicable law; provided that the Shares subject to such New Plan may not be sold during the Lock-Up Period and that no filing with the Commission or other public announcement shall be required or voluntarily made by the undersigned or any other person in connection therewith or (C) sell Shares pursuant to a written plan, existing as of the date hereof, meeting the requirements of Rule 10b5-1(c) under the Exchange Act, if then permitted by the Company and applicable law; provided that any filing made under the Exchange Act in connection therewith shall state that such sales were made pursuant to a written plan meeting the requirements of Rule 10b5-1(c) under the Exchange Act. The undersigned also agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of Shares or securities convertible into or exchangeable or exercisable for Shares held by the undersigned except in compliance with the foregoing restrictions. With respect to the Offering only, the undersigned waives any registration rights relating to registration under the Securities Act of any Shares owned either of record or beneficially by the undersigned, including any rights to receive notice of the Offering. It is understood that, if (i) the Company notifies X.X. Xxxxxx and Deutsche Bank in writing that it does not intend to proceed with the Offering, (ii) if the Underwriting Agreement is not executed by April 30, 2015, or (iii) if the Underwriting Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated for any reason prior to payment for and delivery of the Shares to be sold thereunder, this letter agreement shall immediately be terminated and the undersigned shall automatically be released from all of his or her obligations under this letter agreement. This letter agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of laws principles thereof. The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this letter agreement. This letter agreement is irrevocable and all authority herein conferred or agreed to be conferred shall survive the death or incapacity of the undersigned and any obligations of the undersigned shall be binding upon the heirs, personal representatives, successors and assigns of the undersigned. Very truly yours, Signature: Printed Name: Capacity: (and indicate capacity of person signing ifsigning as custodian, trustee, or on behalfof an entity)

EXECUTION VERSION. If the foregoing is in accordance with your understanding of our agreementthe agreement between the Company and the Underwriters, kindly sign and return to indicate your acceptance in the Company the enclosed copies hereof, whereupon this instrument, along with all counterparts hereof, shall become a binding agreement in accordance with its termsspace provided for that purpose below. Very truly yours, NEUROCRINE BIOSCIENCESSUNESIS PHARMACEUTICALS, INC. By: /s/ Xxx Xxxxxxxx Xxxxxx X. Xxxxxxx, Xx. Name: Xxx Xxxxxxxx Xxxxxx X. Xxxxxxx, Xx. Title: Chief Financial Officer The foregoing Underwriting Agreement is hereby confirmed CEO and accepted by the Representatives in New York, New York President Accepted as of the date first above written. X.X. XXXXXX SECURITIES : XXXXX AND COMPANY, LLC DEUTSCHE BANK SECURITIES INC. Acting on its own behalf and as Representatives Representative of the several Underwriters named referred to in the attached Schedule A. X.X. XXXXXX SECURITIES LLC By: /s/ Xxx Xxxxxxx Name: Xxx Xxxxxxx Title: Executive Director DEUTSCHE BANK SECURITIES INCforegoing Agreement. By: /s/ Xxxx Xxxxxxxx Xxxxxx Name: Xxxx Xxxxxxxx Xxxxxx Title: Managing Director XXXXX FARGO SECURITIES, LLC Acting on its own behalf and as Representative of the several Underwriters referred to in the foregoing Agreement. By: /s/ Xxxx Xxxx Xxxxx Xxxxxx Name: Xxxx Xxxx Xxxxx Xxxxxx Title: Director SCHEDULE Schedule A Underwriters Name Number of Firm Shares of Stock 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 Number of Warrants to be Purchased Xxxxx and Company, LLC 520,800 Nomura Securities International3,150,000 1,575,000 Xxxxx Fargo Securities, LLC 2,850,000 1,425,000 Xxxxxxxxxxx & Co. Inc. 312,480 Total 6,944,000 1,500,000 750,000 Total: 7,500,000 3,750,000 SCHEDULE B Schedule of General Use Free Writing Prospectuses included in the Time of Sale Prospectus None None. SCHEDULE C Number of Pricing Information Common Stock to be Sold: 7,500,000 Shares being offeredWarrants to be Sold: 6,944,000 Underwriters’ option Warrants to purchase additional shares3,750,000 shares of Common Stock Offering Price: 1,041,600 Price $2.00 per Share share of Common Stock and accompanying Warrant to the publicpurchase 0.5 shares of Common Stock Warrant Exercise Price: $ 36.00 Gross $3.00 per whole share Underwriting Discounts and Commissions: 5.0% Simultaneous Public Offering of Preferred Stock/Warrants: $5.0 million 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 A Form of Lock-Up Agreement XXXXX AND COMPANY, 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 Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 c/o Deutsche Bank Securities Inc. 00 Xxxxx Fargo Securities, LLC 000 Xxxx Xxxxxx Xxxxxx, 0xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 RERe: Neurocrine BiosciencesSunesis Pharmaceuticals, Inc. Dear Sirs: This Agreement is being delivered to you in connection with the proposed Underwriting Agreement (the “Underwriting Agreement”) between Sunesis Pharmaceuticals, Inc., a Delaware corporation (the “Company”) Ladies & Gentlemen: The undersigned is an owner and Xxxxx and Company, LLC and Xxxxx Fargo Securities, LLC (the “Representatives”), relating to the proposed public offering of record or beneficially of certain shares of the common stock, par value $0.001 0.0001 per share, share (the “Common Stock”) of the Company (“Shares”) or securities convertible and warrants to purchase shares of Common Stock. In order to induce you to enter into or exchangeable or exercisable for Shares. The Company proposes to carry out a public the Underwriting Agreement, and in light of the benefits that the offering of Shares the Common Stock will confer upon the undersigned in its capacity as a securityholder and/or an officer, director or employee of the Company, and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with you that, during the period beginning on and including the date hereof through and including the date that is the 60th day after the date of the Underwriting Agreement (the “Offering”) for which X.X. Xxxxxx Securities LLC (“X.X. Xxxxxx”) and Deutsche Bank Securities Inc. (“Deutsche Bank”) will act as the representatives of the several underwriters (the “UnderwritersLock-Up Period”). The undersigned recognizes that the Offering will be of benefit to the undersigned and will benefit the Company by, among other things, raising additional capital for its operations. The undersigned acknowledges that you and any other underwriter are relying on the representations and agreements of the undersigned contained in this letter agreement in carrying out the Offering and in entering into underwriting arrangements with the Company with respect to the Offering. In consideration of the foregoing, the undersigned hereby agrees that the undersigned will not (and will cause any spouse or immediate family member of the spouse or the undersigned living in the undersigned’s household not to)not, without the prior written consent of X.X. Xxxxxx and Deutsche Bank (which consent may be withheld in their sole discretion)the Representatives, directly or indirectly, (i) offer, sell, offerassign, contract or grant any option to sell (including without limitation any short sale)transfer, pledge, transfercontract to sell, establish an open “put equivalent position” within or otherwise dispose of, or announce the meaning intention to otherwise dispose of, any shares of Rule 16a-1(h) Common Stock (including, without limitation, Common Stock which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations promulgated under the Securities Exchange Act of 1934, as amendedthe same may be amended or supplemented from time to time (such shares, (the “Exchange ActBeneficially Owned Shares”)) or otherwise dispose of any Shares, options or warrants to acquire Shares, or securities exchangeable convertible into or exercisable or exchangeable for or convertible into Shares currently or hereafter owned either of record or beneficially (as defined in Rule 13d-3 under the Exchange Act) by the undersigned (or such spouse or family member), or publicly announce an intention to do any of the foregoing, for a period commencing on the date hereof and continuing through the close of trading on the date 90 days after the date of the Prospectus (as defined in the Underwriting Agreement relating to the Offering to which the Company is a party) (the “Lock-up Period”); provided, that if (i) during the last 17 days of the Lock-up Period, the Company issues an earnings release or material news or a material event relating to the Company occurs or (ii) prior to the expiration of the Lock-up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-up Period, then in each case the Lock-up Period will be extended until the expiration of the 18-day period beginning on the date of the issuance of the earnings release or the occurrence of the material news or material event, as applicable, unless X.X. Xxxxxx and Deutsche Bank waive, in writing, such extension, except that such extension will not apply if (i) the Shares are “actively traded securities” (as defined in Regulation M of the Exchange Act)Common Stock, (ii) enter into any swap, hedge or similar agreement or arrangement that transfers in whole or in part, the Company meets the applicable requirements economic risk of paragraph (a)(1) of Rule 139 under the Securities Act of 1933, as amended, (the “Securities Act”) in the manner contemplated by NASD Conduct Rule 2711(f)(4), and (iii) the provisions of NASD Conduct Rule 2711(f)(4) are not applicable to any research reports relating to the Company published or distributed by any ownership of the Underwriters during the 15 days before or after the last day of the Lock-up Period (before giving effect to such extension); provided, further, that the foregoing restrictions shall not apply to (1) transactions relating to Shares or other securities acquired in open market transactions after completion of the Offering, (2) the transfer of any or all of the Shares owned by the undersigned, either during the undersigned’s lifetime or on death, by gift, will or intestate succession to any immediate family member of the undersigned or to a trust the beneficiaries of which are exclusively the undersigned and/or a member or members of his immediate family and (3) the transfer or sale of any Shares or other securities solely to satisfy tax obligations related to the delivery of Shares pursuant to the vesting of restricted stock units granted to the undersigned; provided, however, that in the case of a transfer under subsection (2) above, it shall be a condition to such transfer that (y) the transferee executes and delivers to X.X. Xxxxxx and Deutsche Bank an agreement stating that the transferee is receiving and holding the Shares subject to the provisions of this letter agreement, and there shall be no further transfer of such Shares, except in accordance with this letter agreement and (z) no filing by any party under the Exchange Act or other public announcement reporting a reduction in the beneficial ownership of Shares held by the undersigned shall be required or shall be made voluntarily in connection with such transfer or disposition, and provided, further, that in the case of any transfer pursuant to subsection (3) above, any filing made under the Exchange Act or other public announcement shall indicate (in the notes thereto or otherwise) that the filing or announcement relates to the circumstances described in subsection (3). The undersigned hereby acknowledges and agrees that written notice of any extension of the Lock-up Period pursuant to the preceding sentence will be delivered by X.X. Xxxxxx and Deutsche Bank to the Company and that any such notice properly delivered will be deemed to have been given to, and received by, the undersigned. For the purposes of this paragraph, “immediate family” shall mean the spouse, domestic partner, lineal descendant (including adopted children), father, mother, brother or sister of the transferor. In addition, notwithstanding the lock-up restrictions described herein, the undersigned may at any time after the date hereof (A) exercise any options or warrants to purchase Shares (including by cashless exercise to the extent permitted by the instruments representing such options or warrants); provided, however, that in any such case the Shares issued upon exercise shall remain subject to the provisions of this letter agreement, (B) enter into a trading plan (a “New Plan”) meeting the requirements of Rule 10b5-1 under the Exchange Act, relating to the sale of Shares, if then permitted by the Company and applicable law; provided that the Shares subject to such New Plan may not be sold during the Lock-Up Period and that no filing with the Commission or other public announcement shall be required or voluntarily made by the undersigned or any other person in connection therewith or (C) sell Shares pursuant to a written plan, existing as of the date hereof, meeting the requirements of Rule 10b5-1(c) under the Exchange Act, if then permitted by the Company and applicable law; provided that any filing made under the Exchange Act in connection therewith shall state that such sales were made pursuant to a written plan meeting the requirements of Rule 10b5-1(c) under the Exchange Act. The undersigned also agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of Beneficially Owned Shares or securities convertible into or exercisable or exchangeable for Common Stock, whether now owned or exercisable for Shares held hereafter acquired by the undersigned except in compliance or with the foregoing restrictions. With respect to the Offering only, which the undersigned waives any registration rights relating to registration under has or hereafter acquires the Securities Act power of any Shares owned either of record or beneficially by the undersigned, including any rights to receive notice of the Offering. It is understood that, if (i) the Company notifies X.X. Xxxxxx and Deutsche Bank in writing that it does not intend to proceed with the Offering, (ii) if the Underwriting Agreement is not executed by April 30, 2015disposition, or (iii) if the Underwriting Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated for engage in any reason prior to payment for and delivery short selling of the Shares to be sold thereunder, this letter agreement shall immediately be terminated and the undersigned shall automatically be released from all of his Common Stock or her obligations under this letter agreement. This letter agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of laws principles thereofsecurities convertible into or exercisable or exchangeable for Common Stock. The undersigned hereby represents and warrants that restrictions set forth in the undersigned has full power and authority to enter into this letter agreement. This letter agreement is irrevocable and all authority herein conferred or agreed to be conferred immediately preceding paragraph shall survive the death or incapacity of the undersigned and any obligations of the undersigned shall be binding upon the heirs, personal representatives, successors and assigns of the undersigned. Very truly yours, Signature: Printed Name: Capacity: (and indicate capacity of person signing ifsigning as custodian, trustee, or on behalfof an entity)not apply to:

EXECUTION VERSION. If the foregoing is in accordance with your understanding of our agreement, kindly please sign and return to the Company the enclosed copies duplicate hereof, whereupon this instrument, along with all counterparts hereof, letter and your acceptance shall become represent a binding agreement in accordance with its termsamong the Company and the several Underwriters. Very truly yours, NEUROCRINE BIOSCIENCES, INC. AIRCASTLE LIMITED By: /s/ Xxx Xxxxxxxx Xxxxx Xxxxxx Name: Xxx Xxxxxxxx Xxxxx Xxxxxx Title: Chief Financial Operating Officer and General Counsel [Underwriting Agreement] The foregoing Underwriting Agreement is hereby confirmed and accepted by the Representatives in New York, New York as of the date first above writtenspecified in Schedule I hereto. X.X. XXXXXX SECURITIES LLC DEUTSCHE BANK SECURITIES INCXXXXXXX, SACHS & CO. Acting as Representatives of By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Managing Director For itself and the other several Underwriters named in Schedule II to the attached foregoing Agreement. CITIGROUP GLOBAL MARKETS INC. By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Managing Director For itself and the other several Underwriters named in Schedule A. II to the foregoing Agreement. X.X. XXXXXX SECURITIES LLC By: /s/ Xxx Xxxxxxx Xxxxxxxxxxxxx Name: Xxx Xxxxxxx Xxxxxxxxxxxxx Title: Executive Director DEUTSCHE BANK SECURITIES INCFor itself and the other several Underwriters named in Schedule II to the foregoing Agreement. [Underwriting Agreement] RBC CAPITAL MARKETS, LLC By: /s/ Xxxx Xxxxxxxx Xxxxx X. Xxxxx Name: Xxxx Xxxxxxxx Xxxxx X. Xxxxx Title: Managing Director ByDirector; Head of US Leveraged Finance For itself and the other several Underwriters named in Schedule II to the foregoing Agreement. SCHEDULE I Underwriting Agreement dated March 12, 2014 Registration Statement No. 333-182242 Representatives: /s/ Xxxx Xxxx Name: Xxxx Xxxx Title: Director SCHEDULE A Underwriters Number of Firm Shares to be Purchased Xxxxxxx, Sachs & Co. Citigroup Global Markets Inc. X.X. Xxxxxx Securities LLC 2,430,400 Deutsche Bank Securities Inc. 2,083,200 Xxxxxxxxx LLC. 798,560 Barclays RBC Capital Inc. 798,560 Xxxxx and CompanyMarkets, LLC 520,800 Nomura Securities InternationalTitle, Inc. 312,480 Total 6,944,000 SCHEDULE B Schedule Purchase Price and Description of Free Writing Prospectuses included in the Time of Sale Prospectus None SCHEDULE C Number of Shares being offeredSecurities: 6,944,000 Underwriters’ option to purchase additional sharesTitle: 1,041,600 Price per Share to the public5.125% Senior Notes due 2021 Principal amount: $ 36.00 Gross proceeds to the Company$500,000,000 Purchase price: $ 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 98.50% of the several Underwritersprincipal amount, 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 public offering of Shares (the “Offering”) for which X.X. Xxxxxx Securities LLC (“X.X. Xxxxxx”) and Deutsche Bank Securities Inc. (“Deutsche Bank”) will act as the representatives of the several underwriters (the “Underwriters”). The undersigned recognizes that the Offering will be of benefit to the undersigned and will benefit the Company by, among other things, raising additional capital for its operations. The undersigned acknowledges that you and any other underwriter are relying on the representations and agreements of the undersigned contained in this letter agreement in carrying out the Offering and in entering into underwriting arrangements with the Company with respect to the Offering. In consideration of the foregoing, the undersigned hereby agrees that the undersigned will not (and will cause any spouse or immediate family member of the spouse or the undersigned living in the undersigned’s household not to), without the prior written consent of X.X. Xxxxxx and Deutsche Bank (which consent may be withheld in their sole discretion), directly or indirectly, sell, offer, contract or grant any option to sell (including without limitation any short sale), pledge, transfer, establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Securities Exchange Act of 1934, as amended, (the “Exchange Act”) or otherwise dispose of any Shares, options or warrants to acquire Shares, or securities exchangeable or exercisable for or convertible into Shares currently or hereafter owned either of record or beneficially (as defined in Rule 13d-3 under the Exchange Act) by the undersigned (or such spouse or family member), or publicly announce an intention to do any of the foregoing, for a period commencing on the date hereof and continuing through the close of trading on the date 90 days after the date of the Prospectus (as defined in the Underwriting Agreement relating to the Offering to which the Company is a party) (the “Lock-up Period”); provided, that if (i) during the last 17 days of the Lock-up Period, the Company issues an earnings release or material news or a material event relating to the Company occurs or (ii) prior to the expiration of the Lock-up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-up Period, then in each case the Lock-up Period will be extended until the expiration of the 18-day period beginning on the date of the issuance of the earnings release or the occurrence of the material news or material event, as applicable, unless X.X. Xxxxxx and Deutsche Bank waive, in writing, such extension, except that such extension will not apply if (i) the Shares are “actively traded securities” (as defined in Regulation M of the Exchange Act), (ii) the Company meets the applicable requirements of paragraph (a)(1) of Rule 139 under the Securities Act of 1933, as amended, (the “Securities Act”) in the manner contemplated by NASD Conduct Rule 2711(f)(4), and (iii) the provisions of NASD Conduct Rule 2711(f)(4) are not applicable to any research reports relating to the Company published or distributed by any of the Underwriters during the 15 days before or after the last day of the Lock-up Period (before giving effect to such extension); provided, further, that the foregoing restrictions shall not apply to (1) transactions relating to Shares or other securities acquired in open market transactions after completion of the Offering, (2) the transfer of any or all of the Shares owned by the undersigned, either during the undersigned’s lifetime or on death, by gift, will or intestate succession to any immediate family member of the undersigned or to a trust the beneficiaries of which are exclusively the undersigned and/or a member or members of his immediate family and (3) the transfer or sale of any Shares or other securities solely to satisfy tax obligations related to the delivery of Shares pursuant to the vesting of restricted stock units granted to the undersigned; provided, however, that in the case of a transfer under subsection (2) above, it shall be a condition to such transfer that (y) the transferee executes and delivers to X.X. Xxxxxx and Deutsche Bank an agreement stating that the transferee is receiving and holding the Shares subject to the provisions of this letter agreement, and there shall be no further transfer of such Shares, except in accordance with this letter agreement and (z) no filing by any party under the Exchange Act or other public announcement reporting a reduction in the beneficial ownership of Shares held by the undersigned shall be required or shall be made voluntarily in connection with such transfer or disposition, and provided, further, that in the case of any transfer pursuant to subsection (3) above, any filing made under the Exchange Act or other public announcement shall indicate (in the notes thereto or otherwise) that the filing or announcement relates to the circumstances described in subsection (3). The undersigned hereby acknowledges and agrees that written notice of any extension of the Lock-up Period pursuant to the preceding sentence will be delivered by X.X. Xxxxxx and Deutsche Bank to the Company and that any such notice properly delivered will be deemed to have been given to, and received by, the undersigned. For the purposes of this paragraph, “immediate family” shall mean the spouse, domestic partner, lineal descendant (including adopted children), father, mother, brother or sister of the transferor. In addition, notwithstanding the lock-up restrictions described herein, the undersigned may at any time after the date hereof (A) exercise any options or warrants to purchase Shares (including by cashless exercise to the extent permitted by the instruments representing such options or warrants); provided, however, that in any such case the Shares issued upon exercise shall remain subject to the provisions of this letter agreement, (B) enter into a trading plan (a “New Plan”) meeting the requirements of Rule 10b5-1 under the Exchange Act, relating to the sale of Sharesplus accrued interest, if then permitted by the Company and applicable law; provided that the Shares subject to such New Plan may not be sold during the Lock-Up Period and that no filing with the Commission or other public announcement shall be required or voluntarily made by the undersigned or any other person in connection therewith or (C) sell Shares pursuant to a written planany, existing as of the date hereoffrom March 26, meeting the requirements of Rule 10b5-1(c) under the Exchange Act, if then permitted by the Company and applicable law; provided that any filing made under the Exchange Act in connection therewith shall state that such sales were made pursuant to a written plan meeting the requirements of Rule 10b5-1(c) under the Exchange Act. The undersigned also agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of Shares or securities convertible into or exchangeable or exercisable for Shares held by the undersigned except in compliance with the foregoing restrictions. With respect to the Offering only, the undersigned waives any registration rights relating to registration under the Securities Act of any Shares owned either of record or beneficially by the undersigned, including any rights to receive notice of the Offering. It is understood that, if (i) the Company notifies X.X. Xxxxxx and Deutsche Bank in writing that it does not intend to proceed with the Offering, (ii) if the Underwriting Agreement is not executed by April 30, 2015, or (iii) if the Underwriting Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated for any reason prior to payment for and delivery of the Shares to be sold thereunder, this letter agreement shall immediately be terminated and the undersigned shall automatically be released from all of his or her obligations under this letter agreement. This letter agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of laws principles thereof. The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this letter agreement. This letter agreement is irrevocable and all authority herein conferred or agreed to be conferred shall survive the death or incapacity of the undersigned and any obligations of the undersigned shall be binding upon the heirs, personal representatives, successors and assigns of the undersigned. Very truly yours, Signature2014 Sinking fund provisions: Printed Name: Capacity: (and indicate capacity of person signing ifsigning as custodian, trustee, or on behalfof an entity)None.

EXECUTION VERSION. If the foregoing is in accordance with your understanding of our agreement, kindly please sign and return to the Company Company, the enclosed copies Attorney-in-Fact for the Vertical Entities and TMG a counterpart hereof, whereupon this instrument, along with all counterparts hereofcounterparts, shall will become a binding agreement among the Underwriters, the Company and the Selling Shareholders in accordance with its terms. Very truly yours, NEUROCRINE BIOSCIENCES, INC. By: TORNIER N.V. By /s/ Xxx Xxxxxxxx Name: Xxx Xxxxxxxx Xxxxx XxXxxxxxx Title: Chief Financial Officer The foregoing TMG HOLDINGS COÖPERATIEF U.A. By /s/ Xxxx X. Xxxxxx Xxxx X. Xxxxxx By /s/ Guido X.F.M. Xxxxxxxxxxxxx Xxxxx X.F.M. Nieuwenhuizen [Signature Page to Underwriting Agreement is hereby confirmed Agreement] VERTICAL FUND I, L.P. and accepted by the Representatives in New YorkVERTICAL FUND II, New York L.P., acting severally By: /s/ Xxxxx X. Xxxxx Xxxxx X. Xxxxx Title: Attorney-in-Fact [Signature Page to Underwriting Agreement] CONFIRMED AND ACCEPTED, as of the date first above written. : By: X.X. XXXXXX SECURITIES LLC DEUTSCHE BANK SECURITIES INC. Acting By /s/ Xxxxxx Xxxxxxx Authorized Signatory Xxxxxx Xxxxxxx Executive Director By: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By /s/ Xxx Xxxxx Authorized Signatory For themselves and as Representatives of the several other 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 INCA hereto. By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Managing Director By: /s/ Xxxx Xxxx Name: Xxxx Xxxx Title: Director SCHEDULE A The public offering price per share for the Securities shall be $16.15. The purchase price per share for the Securities to be paid by the several Underwriters shall be $15.3425, being an amount equal to the public offering price set forth above less $0.8075 per share, subject to adjustment in accordance with SECTION 2(b) for dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. Name of Underwriter Number of Firm Shares to be Purchased Initial Securities X.X. Xxxxxx Securities LLC 2,430,400 Deutsche Bank Securities Inc. 2,083,200 Xxxxxxxxx LLC. 798,560 Barclays 2,520,000 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated 2,520,000 BMO Capital Inc. 798,560 Markets Corp. 560,000 Xxxxx and Fargo Securities, LLC 560,000 SG Americas Securities, LLC 420,000 Xxxxxxx Xxxxx & Company, LLC 520,800 Nomura Securities International, Inc. 312,480 L.L.C. 420,000 Total 6,944,000 7,000,000 SCHEDULE B Schedule of Free Writing Prospectuses included in the Time of Sale Prospectus None SCHEDULE C Company: Number of Shares being offeredInitial Securities: 6,944,000 Underwriters’ option to purchase additional sharesNumber of Option Securities: 1,041,600 Price per Share to the publicTornier N.V. 4,500,000 675,000 Selling Shareholders: $ 36.00 Gross proceeds to the CompanyNumber of Initial Securities: $ 249,984,000 EXHIBIT B List Number of Persons Executing Lock-Ups Xxxxx X. XxxxxxOption Securities: TMG Holdings Coöperatief U.A. 2,300,000 345,000 Vertical Fund I, Ph.D. Xxxxxxx X. Xxxxxxxx Xxxxxxxxxxx X. X’XxxxxL.P. 150,000 22,500 Vertical Fund II, 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 public offering of Shares (the “Offering”) for which X.X. Xxxxxx Securities LLC (“X.X. Xxxxxx”) and Deutsche Bank Securities Inc. (“Deutsche Bank”) will act as the representatives of the several underwriters (the “Underwriters”). The undersigned recognizes that the Offering will be of benefit to the undersigned and will benefit the Company by, among other things, raising additional capital for its operations. The undersigned acknowledges that you and any other underwriter are relying on the representations and agreements of the undersigned contained in this letter agreement in carrying out the Offering and in entering into underwriting arrangements with the Company with respect to the Offering. In consideration of the foregoing, the undersigned hereby agrees that the undersigned will not (and will cause any spouse or immediate family member of the spouse or the undersigned living in the undersigned’s household not to), without the prior written consent of X.X. Xxxxxx and Deutsche Bank (which consent may be withheld in their sole discretion), directly or indirectly, sell, offer, contract or grant any option to sell (including without limitation any short sale), pledge, transfer, establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Securities Exchange Act of 1934, as amended, (the “Exchange Act”) or otherwise dispose of any Shares, options or warrants to acquire Shares, or securities exchangeable or exercisable for or convertible into Shares currently or hereafter owned either of record or beneficially (as defined in Rule 13d-3 under the Exchange Act) by the undersigned (or such spouse or family member), or publicly announce an intention to do any of the foregoing, for a period commencing on the date hereof and continuing through the close of trading on the date 90 days after the date of the Prospectus (as defined in the Underwriting Agreement relating to the Offering to which the Company is a party) (the “Lock-up Period”); provided, that if (i) during the last 17 days of the Lock-up Period, the Company issues an earnings release or material news or a material event relating to the Company occurs or (ii) prior to the expiration of the Lock-up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-up Period, then in each case the Lock-up Period will be extended until the expiration of the 18-day period beginning on the date of the issuance of the earnings release or the occurrence of the material news or material event, as applicable, unless X.X. Xxxxxx and Deutsche Bank waive, in writing, such extension, except that such extension will not apply if (i) the Shares are “actively traded securities” (as defined in Regulation M of the Exchange Act), (ii) the Company meets the applicable requirements of paragraph (a)(1) of Rule 139 under the Securities Act of 1933, as amended, (the “Securities Act”) in the manner contemplated by NASD Conduct Rule 2711(f)(4), and (iii) the provisions of NASD Conduct Rule 2711(f)(4) are not applicable to any research reports relating to the Company published or distributed by any of the Underwriters during the 15 days before or after the last day of the Lock-up Period (before giving effect to such extension); provided, further, that the foregoing restrictions shall not apply to (1) transactions relating to Shares or other securities acquired in open market transactions after completion of the Offering, (2) the transfer of any or all of the Shares owned by the undersigned, either during the undersigned’s lifetime or on death, by gift, will or intestate succession to any immediate family member of the undersigned or to a trust the beneficiaries of which are exclusively the undersigned and/or a member or members of his immediate family and (3) the transfer or sale of any Shares or other securities solely to satisfy tax obligations related to the delivery of Shares pursuant to the vesting of restricted stock units granted to the undersigned; provided, however, that in the case of a transfer under subsection (2) above, it shall be a condition to such transfer that (y) the transferee executes and delivers to X.X. Xxxxxx and Deutsche Bank an agreement stating that the transferee is receiving and holding the Shares subject to the provisions of this letter agreement, and there shall be no further transfer of such Shares, except in accordance with this letter agreement and (z) no filing by any party under the Exchange Act or other public announcement reporting a reduction in the beneficial ownership of Shares held by the undersigned shall be required or shall be made voluntarily in connection with such transfer or disposition, and provided, further, that in the case of any transfer pursuant to subsection (3) above, any filing made under the Exchange Act or other public announcement shall indicate (in the notes thereto or otherwise) that the filing or announcement relates to the circumstances described in subsection (3). The undersigned hereby acknowledges and agrees that written notice of any extension of the Lock-up Period pursuant to the preceding sentence will be delivered by X.X. Xxxxxx and Deutsche Bank to the Company and that any such notice properly delivered will be deemed to have been given to, and received by, the undersigned. For the purposes of this paragraph, “immediate family” shall mean the spouse, domestic partner, lineal descendant (including adopted children), father, mother, brother or sister of the transferor. In addition, notwithstanding the lock-up restrictions described herein, the undersigned may at any time after the date hereof (A) exercise any options or warrants to purchase Shares (including by cashless exercise to the extent permitted by the instruments representing such options or warrants); provided, however, that in any such case the Shares issued upon exercise shall remain subject to the provisions of this letter agreement, (B) enter into a trading plan (a “New Plan”) meeting the requirements of Rule 10b5-1 under the Exchange Act, relating to the sale of Shares, if then permitted by the Company and applicable law; provided that the Shares subject to such New Plan may not be sold during the Lock-Up Period and that no filing with the Commission or other public announcement shall be required or voluntarily made by the undersigned or any other person in connection therewith or (C) sell Shares pursuant to a written plan, existing as of the date hereof, meeting the requirements of Rule 10b5-1(c) under the Exchange Act, if then permitted by the Company and applicable law; provided that any filing made under the Exchange Act in connection therewith shall state that such sales were made pursuant to a written plan meeting the requirements of Rule 10b5-1(c) under the Exchange Act. The undersigned also agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of Shares or securities convertible into or exchangeable or exercisable for Shares held by the undersigned except in compliance with the foregoing restrictions. With respect to the Offering only, the undersigned waives any registration rights relating to registration under the Securities Act of any Shares owned either of record or beneficially by the undersigned, including any rights to receive notice of the Offering. It is understood that, if (i) the Company notifies X.X. Xxxxxx and Deutsche Bank in writing that it does not intend to proceed with the Offering, (ii) if the Underwriting Agreement is not executed by April 30, 2015, or (iii) if the Underwriting Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated for any reason prior to payment for and delivery of the Shares to be sold thereunder, this letter agreement shall immediately be terminated and the undersigned shall automatically be released from all of his or her obligations under this letter agreement. This letter agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of laws principles thereof. The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this letter agreement. This letter agreement is irrevocable and all authority herein conferred or agreed to be conferred shall survive the death or incapacity of the undersigned and any obligations of the undersigned shall be binding upon the heirs, personal representatives, successors and assigns of the undersigned. Very truly yours, Signature: Printed Name: Capacity: (and indicate capacity of person signing ifsigning as custodian, trustee, or on behalfof an entity)L.P. 50,000 7,500 SCHEDULE C-1 Pricing Terms

EXECUTION VERSION. If the foregoing is in accordance with your understanding of our agreement, kindly please sign and return to the Company us the enclosed copies duplicate hereof, whereupon this instrument, along with all counterparts hereof, letter and your acceptance shall become represent a binding agreement in accordance with its termsbetween the Company and the several Underwriters. Very truly yours, NEUROCRINE BIOSCIENCES, INC. GATX CORPORATION By: /s/ Xxx Xxxx X. Xxxxxxxx Name: Xxx Xxxx X. Xxxxxxxx Title: Vice President, Treasurer and Chief Financial Risk Officer Signature Page to Underwriting Agreement 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 CITIGROUP GLOBAL MARKETS INC. By: /s/ Xxxx Xxxxxxxx Xxxxx X. Xxxxxxxxx Name: Xxxx Xxxxxxxx Xxxxx X. Xxxxxxxxx Title: Managing Director XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: /s/ Xxxx Xxxx Xxxxxxx Xxxxxx Name: Xxxx Xxxx Xxxxxxx Xxxxxx Title: Managing Director XXXXXX XXXXXXX & CO. LLC By: /s/ Yurij Slyz Name: Yurij Slyz Title: Executive Director For themselves and the other several Underwriters named in Schedule I to the foregoing Agreement. Signature Page to Underwriting Agreement SCHEDULE A Underwriters Number I Underwriter Principal Amount of Firm Shares to be Purchased X.X. 2.600% Senior Notes due 2020 Citigroup Global Markets Inc. $ 62,500,000 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated $ 62,500,000 Xxxxxx Xxxxxxx & Co. LLC $ 62,500,000 BMO Capital Markets Corp. $ 12,500,000 U.S. Bancorp Investments, Inc. $ 12,500,000 KeyBanc Capital Markets Inc. $ 7,500,000 Mizuho Securities USA Inc. $ 7,500,000 PNC Capital Markets LLC 2,430,400 Deutsche Bank Securities Inc. 2,083,200 Xxxxxxxxx LLC. 798,560 Barclays $ 7,500,000 The Xxxxxxxx Capital Inc. 798,560 Group, L.P. $ 7,500,000 Xxxxx and CompanyFargo Securities, LLC 520,800 Nomura Securities International, Inc. 312,480 $ 7,500,000 Total 6,944,000 SCHEDULE B $ 250,000,000 Schedule of II Issuer Free Writing Prospectuses included None. Schedule III Form of Final Term Sheet PRICING TERM SHEET GATX Corporation 2.600% Senior Notes due 2020 Issuer: GATX Corporation Security: 2.600% Senior Notes due 2020 Size: $250,000,000 Maturity Date: Xxxxx 00, 0000 Xxxxxx: 2.600% Interest Payment Dates: March 30 and September 30, commencing March 30, 2015. Price to Investors: 99.500% Benchmark Treasury: UST 1.750% due September 30, 2019 Benchmark Treasury Price and Yield: 101-05 3⁄4; 1.500% Spread to Benchmark Treasury: T+120 bps Yield to Maturity: 2.700% Redemption: At any time prior to February 29, 2020, at a make whole price equal to the greater of (a) 100% of the principal amount or (b) discounted present value at Treasury rate plus 20 basis points; and on or after February 29, 2020, at 100% of the principal; plus, in each case, accrued interest to but excluding the redemption date. Expected Settlement Date: October 31, 2014 (T+3) CUSIP/ISIN: 361448 AV5 / US361448AV58 Joint Book-Running Managers: Citigroup Global Markets Inc. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Xxxxxx Xxxxxxx & Co. LLC Co-Managers: BMO Capital Markets Corp. U.S. Bancorp Investments, Inc. KeyBanc Capital Markets Inc. Mizuho Securities USA Inc. PNC Capital Markets LLC The Xxxxxxxx Capital Group, X.X. Xxxxx Fargo Securities, LLC The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting XXXXX on the SEC Web site at xxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the Time offering will arrange to send you the prospectus if you request it by calling Citigroup Global Markets Inc. toll free at 1-800-831-9146, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated at 1-800-294-1322 or Xxxxxx Xxxxxxx & Co. LLC at 0-000-000-0000. Schedule IV Free Writing Prospectuses None. Exhibit A Opinion 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 Associate General Counsel 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 GATX Corporation Citigroup Global Markets Inc. 000 Xxxxxxx Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 c/o Deutsche Bank Securities Inc. 00 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Xxx Xxxxxx Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 RE: Neurocrine BiosciencesXxxxxx Xxxxxxx & Co. LLC 0000 Xxxxxxxx Xxx Xxxx, 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, Xxx Xxxx 00000 As Representatives of the Company (“Shares”) or securities convertible into or exchangeable or exercisable for Shares. The Company proposes Underwriters Listed in Schedule I to carry out a public offering of Shares (the “Offering”) for which X.X. Xxxxxx Securities LLC (“X.X. Xxxxxx”) and Deutsche Bank Securities Inc. (“Deutsche Bank”) will act as the representatives of the several underwriters (the “Underwriters”). The undersigned recognizes that the Offering will be of benefit to the undersigned and will benefit the Company by, among other things, raising additional capital for its operations. The undersigned acknowledges that you and any other underwriter are relying on the representations and agreements of the undersigned contained in this letter agreement in carrying out the Offering and in entering into underwriting arrangements with the Company with respect to the Offering. In consideration of the foregoing, the undersigned hereby agrees that the undersigned will not (and will cause any spouse or immediate family member of the spouse or the undersigned living in the undersigned’s household not to), without the prior written consent of X.X. Xxxxxx and Deutsche Bank (which consent may be withheld in their sole discretion), directly or indirectly, sell, offer, contract or grant any option to sell (including without limitation any short sale), pledge, transfer, establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Securities Exchange Act of 1934, as amended, (the “Exchange Act”) or otherwise dispose of any Shares, options or warrants to acquire Shares, or securities exchangeable or exercisable for or convertible into Shares currently or hereafter owned either of record or beneficially (as defined in Rule 13d-3 under the Exchange Act) by the undersigned (or such spouse or family member), or publicly announce an intention to do any of the foregoing, for a period commencing on the date hereof and continuing through the close of trading on the date 90 days after the date of the Prospectus (as defined in the Underwriting Agreement relating referred to the Offering to which the Company is a party) (the “Lock-up Period”); provided, that if (i) during the last 17 days of the Lock-up Period, the Company issues an earnings release or material news or a material event relating to the Company occurs or (ii) prior to the expiration of the Lock-up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-up Period, then in each case the Lock-up Period will be extended until the expiration of the 18-day period beginning on the date of the issuance of the earnings release or the occurrence of the material news or material event, as applicable, unless X.X. Xxxxxx and Deutsche Bank waive, in writing, such extension, except that such extension will not apply if (i) the Shares are “actively traded securities” (as defined in Regulation M of the Exchange Act), (ii) the Company meets the applicable requirements of paragraph (a)(1) of Rule 139 under the Securities Act of 1933, as amended, (the “Securities Act”) in the manner contemplated by NASD Conduct Rule 2711(f)(4), and (iii) the provisions of NASD Conduct Rule 2711(f)(4) are not applicable to any research reports relating to the Company published or distributed by any of the Underwriters during the 15 days before or after the last day of the Lock-up Period (before giving effect to such extension); provided, further, that the foregoing restrictions shall not apply to (1) transactions relating to Shares or other securities acquired in open market transactions after completion of the Offering, (2) the transfer of any or all of the Shares owned by the undersigned, either during the undersigned’s lifetime or on death, by gift, will or intestate succession to any immediate family member of the undersigned or to a trust the beneficiaries of which are exclusively the undersigned and/or a member or members of his immediate family and (3) the transfer or sale of any Shares or other securities solely to satisfy tax obligations related to the delivery of Shares pursuant to the vesting of restricted stock units granted to the undersigned; provided, however, that in the case of a transfer under subsection (2) above, it shall be a condition to such transfer that (y) the transferee executes and delivers to X.X. Xxxxxx and Deutsche Bank an agreement stating that the transferee is receiving and holding the Shares subject to the provisions of this letter agreement, and there shall be no further transfer of such Shares, except in accordance with this letter agreement and (z) no filing by any party under the Exchange Act or other public announcement reporting a reduction in the beneficial ownership of Shares held by the undersigned shall be required or shall be made voluntarily in connection with such transfer or disposition, and provided, further, that in the case of any transfer pursuant to subsection (3) above, any filing made under the Exchange Act or other public announcement shall indicate (in the notes thereto or otherwise) that the filing or announcement relates to the circumstances described in subsection (3). The undersigned hereby acknowledges and agrees that written notice of any extension of the Lock-up Period pursuant to the preceding sentence will be delivered by X.X. Xxxxxx and Deutsche Bank to the Company and that any such notice properly delivered will be deemed to have been given to, and received by, the undersigned. For the purposes of this paragraph, “immediate family” shall mean the spouse, domestic partner, lineal descendant (including adopted children), father, mother, brother or sister of the transferor. In addition, notwithstanding the lock-up restrictions described herein, the undersigned may at any time after the date hereof (A) exercise any options or warrants to purchase Shares (including by cashless exercise to the extent permitted by the instruments representing such options or warrants); provided, however, that in any such case the Shares issued upon exercise shall remain subject to the provisions of this letter agreement, (B) enter into a trading plan (a “New Plan”) meeting the requirements of Rule 10b5-1 under the Exchange Act, relating to the sale of Shares, if then permitted by the Company and applicable law; provided that the Shares subject to such New Plan may not be sold during the Lock-Up Period and that no filing with the Commission or other public announcement shall be required or voluntarily made by the undersigned or any other person in connection therewith or (C) sell Shares pursuant to a written plan, existing as of the date hereof, meeting the requirements of Rule 10b5-1(c) under the Exchange Act, if then permitted by the Company and applicable law; provided that any filing made under the Exchange Act in connection therewith shall state that such sales were made pursuant to a written plan meeting the requirements of Rule 10b5-1(c) under the Exchange Act. The undersigned also agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of Shares or securities convertible into or exchangeable or exercisable for Shares held by the undersigned except in compliance with the foregoing restrictions. With respect to the Offering only, the undersigned waives any registration rights relating to registration under the Securities Act of any Shares owned either of record or beneficially by the undersigned, including any rights to receive notice of the Offering. It is understood that, if (i) the Company notifies X.X. Xxxxxx and Deutsche Bank in writing that it does not intend to proceed with the Offering, (ii) if the Underwriting Agreement is not executed by April 30, 2015, or (iii) if the Underwriting Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated for any reason prior to payment for and delivery of the Shares to be sold thereunder, this letter agreement shall immediately be terminated and the undersigned shall automatically be released from all of his or her obligations under this letter agreement. This letter agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of laws principles thereof. The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this letter agreement. This letter agreement is irrevocable and all authority herein conferred or agreed to be conferred shall survive the death or incapacity of the undersigned and any obligations of the undersigned shall be binding upon the heirs, personal representatives, successors and assigns of the undersigned. Very truly yours, Signaturebelow Re: Printed Name: Capacity: (and indicate capacity of person signing ifsigning as custodian, trustee, or on behalfof an entity)GATX Corporation

EXECUTION VERSION. If the foregoing is in accordance with your understanding of our agreementthe agreement between the Company and the Placement Agents, kindly sign and return to indicate your acceptance in the Company the enclosed copies hereof, whereupon this instrument, along with all counterparts hereof, shall become a binding agreement in accordance with its termsspace provided for that purpose below. Very truly yours, NEUROCRINE BIOSCIENCESEnerJex Resources, INC. 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 Accepted 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 hereof Northland Securities, Inc. By: /s/ Xxx Xxxxxxx Name: Xxx Xxxxxxx Title: Executive Director DEUTSCHE BANK SECURITIES INC. Euro Pacific Capital, 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 Execution Version Schedules and Company, LLC 520,800 Nomura Securities International, Inc. 312,480 Total 6,944,000 SCHEDULE B Exhibits Schedule of I Issuer 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 Schedule II List of Persons Executing Directors, Officers for 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 Up Letter Exhibit A: Securities Purchase Agreement Exhibit B: Form of Lock-Up Letter Exhibit C: Form of Agent Warrants Exhibit D: Form of Legal Opinion Execution Version Schedule I Issuer Free Writing Prospectus None. Execution Version Schedule II List of Directors, Officers, and other Holders For Lock-Up Letter · Rxxxxx Xxxxxx · Dxxxxxx Xxxxxx · Rxxxxxx Xxxxxxxx · Lxxxx Xxxxxxx · Dxxxx Xxxxxxx · Atticus Lxxx · Jxxxx Xxxxxx Execution Version Exhibit A Form of Securities Purchase Agreement [See Attached] Execution Version Exhibit B 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 BiosciencesNorthland Securities, Inc. 40 Xxxxx 0xx Xxxxxx, Xxxxx 0000 Xxxxxxxxxxx, XX 00000 Dear Ladies and Gentlemen: As an inducement to Northland Securities, Inc., the placement agent (the “CompanyPlacement Agent”) Ladies & Gentlemen: The undersigned is an owner of record or beneficially of certain shares of common stock, par value $0.001 per share, of to execute a placement agency agreement (the Company (“SharesPlacement Agency Agreement”) or securities convertible into or exchangeable or exercisable pursuant to which the Placement Agent agrees to act as the Placement Agent for Shares. The Company proposes to carry out a public the offering of Shares and sale (the “Offering”) for which X.X. Xxxxxx Securities LLC (“X.X. Xxxxxx”) and Deutsche Bank Securities Inc. (“Deutsche Bank”) will act as the representatives of the several underwriters common stock (the “UnderwritersCommon Stock”). The undersigned recognizes that the Offering will be , or any other securities of benefit to the undersigned and will benefit the Company byEnerJex Resources, among other things, raising additional capital for its operations. The undersigned acknowledges that you Inc. and any other underwriter are relying on successor (by merger or otherwise) thereto (the representations and agreements of the undersigned contained in this letter agreement in carrying out the Offering and in entering into underwriting arrangements with the Company with respect to the Offering. In consideration of the foregoing“Company”), the undersigned hereby agrees that the undersigned will not (and will cause any spouse or immediate family member of the spouse or the undersigned living without, in the undersigned’s household not to)each case, without the prior written consent of X.X. Xxxxxx and Deutsche Bank the Placement Agent during the period specified in the second succeeding paragraph (which consent may be withheld in their sole discretionthe “Lock-Up Period”), the undersigned will not: (1) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, make any short sale or otherwise transfer or dispose of, directly or indirectly, sellany shares of Common Stock or any securities convertible into, offer, contract exercisable or grant any option exchangeable for or that represent the right to sell receive Common Stock (including without limitation any short sale)limitation, pledge, transfer, establish an open “put equivalent position” within Common Stock which may be deemed to be beneficially owned by the meaning undersigned in accordance with the rules and regulations of Rule 16a-1(h) under the Securities and Exchange Act Commission and securities which may be issued upon exercise of 1934, as amended, a stock option or warrant) whether now owned or hereafter acquired (the “Exchange ActUndersigned’s Securities”); (2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Undersigned’s Securities, whether any such transaction described in clause (1) or otherwise dispose (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise; (3) make any demand for or exercise any right with respect to, the registration of any Shares, options Common Stock or warrants to acquire Shares, or securities exchangeable any security convertible into or exercisable or exchangeable for Common Stock; or convertible into Shares currently or hereafter owned either of record or beneficially (as defined in Rule 13d-3 under 4) publicly disclose the Exchange Act) by the undersigned (or such spouse or family member), or publicly announce an intention to do any of the foregoing. The undersigned agrees that the foregoing restrictions preclude the undersigned from engaging in any hedging or other transaction which is designed to or which reasonably could be expected to lead to or result in a sale or disposition of the Undersigned’s Securities even if such Securities would be disposed of by someone other than the undersigned. Such prohibited hedging or other transactions would include without limitation any short sale or any purchase, for a period commencing sale or grant of any right (including without limitation any put or call option) with respect to any of the Undersigned’s Securities or with respect to any security that includes, relates to, or derives any significant part of its value from such Securities. The initial Lock-Up Period will commence on the date hereof of this Agreement and continuing through the close of trading on continue and include the date 90 days after the date of the Prospectus (as defined in the Underwriting Agreement relating to the Offering Placement Agency Agreement, to which the Company is a party) (the “Lock-up Period”)you are or expect to become parties; provided, however, that if (i1) during the last 17 days of the initial Lock-up Up Period, the Company issues an releases earnings release results or material news or a material event relating to the Company occurs or (ii2) prior to the expiration of the initial Lock-up Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the initial Lock-up Up Period, then in each case the initial Lock-up Up Period will be extended until the expiration of the 18-day period beginning on the date of the issuance release of the such earnings release results or material news, or the occurrence of the material news or such material event, as applicable, unless X.X. Xxxxxx and Deutsche Bank waivethe Placement Agent, waives, in writing, such extension, except that such extension will not apply if (i) the Shares are “actively traded securities” (as defined in Regulation M of the Exchange Act), (ii) the Company meets the applicable requirements of paragraph (a)(1) of Rule 139 under the Securities Act of 1933, as amended, (the “Securities Act”) in the manner contemplated by NASD Conduct Rule 2711(f)(4), and (iii) the provisions of NASD Conduct Rule 2711(f)(4) are not applicable to any research reports relating to the Company published or distributed by any of the Underwriters during the 15 days before or after the last day of the Lock-up Period (before giving effect to such extension); provided, further, that the foregoing restrictions shall not apply to (1) transactions relating to Shares or other securities acquired in open market transactions after completion of the Offering, (2) the transfer of any or all of the Shares owned by the undersigned, either during the undersigned’s lifetime or on death, by gift, will or intestate succession to any immediate family member of the undersigned or to a trust the beneficiaries of which are exclusively the undersigned and/or a member or members of his immediate family and (3) the transfer or sale of any Shares or other securities solely to satisfy tax obligations related to the delivery of Shares pursuant to the vesting of restricted stock units granted to the undersigned; provided, however, that in the case of a transfer under subsection (2) above, it shall be a condition to such transfer that (y) the transferee executes and delivers to X.X. Xxxxxx and Deutsche Bank an agreement stating that the transferee is receiving and holding the Shares subject to the provisions of this letter agreement, and there shall be no further transfer of such Shares, except in accordance with this letter agreement and (z) no filing by any party under the Exchange Act or other public announcement reporting a reduction in the beneficial ownership of Shares held by the undersigned shall be required or shall be made voluntarily in connection with such transfer or disposition, and provided, further, that in the case of any transfer pursuant to subsection (3) above, any filing made under the Exchange Act or other public announcement shall indicate (in the notes thereto or otherwise) that the filing or announcement relates to the circumstances described in subsection (3). The undersigned hereby acknowledges and agrees that the Company will be requested to agree in the Placement Agency Agreement to provide written notice to the undersigned of any event that would result in an extension of the Lock-up Up Period pursuant to the preceding sentence will be delivered by X.X. Xxxxxx previous paragraph and Deutsche Bank to the Company and agrees that any such notice properly delivered will be deemed to have been given to, and received by, the undersigned. For the purposes of this paragraphThe undersigned further agrees that, “immediate family” shall mean the spouse, domestic partner, lineal descendant (including adopted children), father, mother, brother or sister of the transferor. In addition, notwithstanding the lock-up restrictions described herein, the undersigned may at any time after the date hereof (A) exercise any options or warrants prior to purchase Shares (including by cashless exercise to the extent permitted by the instruments representing such options or warrants); provided, however, that engaging in any such case the Shares issued upon exercise shall remain transaction or taking any other action that is subject to the provisions terms of this letter agreementAgreement during the period from the date of this Agreement to and including the 34th day following the expiration of the initial Lock-Up Period, (B) enter into a trading plan (a “New Plan”) meeting the requirements of Rule 10b5-1 under the Exchange Act, relating it will give notice thereof to the sale of Shares, if then permitted by the Company and applicable law; provided will not consummate such transaction or take any such action unless it has received written confirmation from the Company that the Shares subject to such New Plan may not be sold during the Lock-Up Period and that no filing with the Commission or other public announcement shall be required or voluntarily made by the undersigned or any other person in connection therewith or (C) sell Shares as may have been extended pursuant to a written plan, existing as of the date hereof, meeting the requirements of Rule 10b5-1(cprevious paragraph) under the Exchange Act, if then permitted by the Company and applicable law; provided that any filing made under the Exchange Act in connection therewith shall state that such sales were made pursuant to a written plan meeting the requirements of Rule 10b5-1(c) under the Exchange Act. The undersigned also agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of Shares or securities convertible into or exchangeable or exercisable for Shares held by the undersigned except in compliance with the foregoing restrictions. With respect to the Offering only, the undersigned waives any registration rights relating to registration under the Securities Act of any Shares owned either of record or beneficially by the undersigned, including any rights to receive notice of the Offering. It is understood that, if (i) the Company notifies X.X. Xxxxxx and Deutsche Bank in writing that it does not intend to proceed with the Offering, (ii) if the Underwriting Agreement is not executed by April 30, 2015, or (iii) if the Underwriting Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated for any reason prior to payment for and delivery of the Shares to be sold thereunder, this letter agreement shall immediately be terminated and the undersigned shall automatically be released from all of his or her obligations under this letter agreement. This letter agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of laws principles thereof. The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this letter agreement. This letter agreement is irrevocable and all authority herein conferred or agreed to be conferred shall survive the death or incapacity of the undersigned and any obligations of the undersigned shall be binding upon the heirs, personal representatives, successors and assigns of the undersigned. Very truly yours, Signature: Printed Name: Capacity: (and indicate capacity of person signing ifsigning as custodian, trustee, or on behalfof an entity)expired.

EXECUTION VERSION. If you are in agreement with the foregoing is in accordance with your understanding of our agreementforegoing, kindly please sign two counterparts hereof and return one to the Company the enclosed copies hereof, Transferor whereupon this instrument, along with all counterparts hereof, letter and your acceptance shall become a binding agreement in accordance with its termsamong the Transferor, the Issuer, the Bank and the Underwriters. Very truly yours, NEUROCRINE BIOSCIENCESWFB FUNDING, INC. LLC By: WFB Funding Corporation, its Managing Member By: /s/ Xxx Xxxxxxxx Xxxxx X. Xxxxx Name: Xxx Xxxxxxxx Xxxxx X. Xxxxx Title: Chief Financial Officer Secretary and Treasurer WORLD’S FOREMOST BANK By /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Title: EVP and CFO Acknowledged and agreed to by: CABELA’S CREDIT CARD MASTER NOTE TRUST By: Xxxxx Fargo Delaware Trust Company, National Association, not in its individual capacity but solely as Owner Trustee By /s/ Xxxxxxxx Xxxxxxx Name: Xxxxxxxx Xxxxxxx Title: Vice President CABELA’S – UNDERWRITING AGREEMENT 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 public offering of Shares (the “Offering”) for which X.X. Xxxxxx Securities LLC (“X.X. Xxxxxx”) and Deutsche Bank Securities Inc. (“Deutsche Bank”) will act as the representatives of the several underwriters (the “Underwriters”). The undersigned recognizes that the Offering will be of benefit to the undersigned and will benefit the Company by, among other things, raising additional capital for its operations. The undersigned acknowledges that you and any other underwriter are relying on the representations and agreements of the undersigned contained in this letter agreement in carrying out the Offering and in entering into underwriting arrangements with the Company with respect to the Offering. In consideration of the foregoing, the undersigned hereby agrees that the undersigned will not (and will cause any spouse or immediate family member of the spouse or the undersigned living in the undersigned’s household not to), without the prior written consent of X.X. Xxxxxx and Deutsche Bank (which consent may be withheld in their sole discretion), directly or indirectly, sell, offer, contract or grant any option to sell (including without limitation any short sale), pledge, transfer, establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Securities Exchange Act of 1934, as amended, (the “Exchange Act”) or otherwise dispose of any Shares, options or warrants to acquire Shares, or securities exchangeable or exercisable for or convertible into Shares currently or hereafter owned either of record or beneficially (as defined in Rule 13d-3 under the Exchange Act) by the undersigned (or such spouse or family member), or publicly announce an intention to do any of the foregoing, for a period commencing on the date hereof and continuing through the close of trading on the date 90 days after the date of the Prospectus (as defined in the Underwriting Agreement relating to the Offering to which the Company is a party) (the “Lock-up Period”); provided, that if (i) during the last 17 days of the Lock-up Period, the Company issues an earnings release or material news or a material event relating to the Company occurs or (ii) prior to the expiration of the Lock-up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-up Period, then in each case the Lock-up Period will be extended until the expiration of the 18-day period beginning on the date of the issuance of the earnings release or the occurrence of the material news or material event, as applicable, unless X.X. Xxxxxx and Deutsche Bank waive, in writing, such extension, except that such extension will not apply if (i) the Shares are “actively traded securities” (as defined in Regulation M of the Exchange Act), (ii) the Company meets the applicable requirements of paragraph (a)(1) of Rule 139 under the Securities Act of 1933, as amended, (the “Securities Act”) in the manner contemplated by NASD Conduct Rule 2711(f)(4), and (iii) the provisions of NASD Conduct Rule 2711(f)(4) are not applicable to any research reports relating to the Company published or distributed by any of the Underwriters during the 15 days before or after the last day of the Lock-up Period (before giving effect to such extension); provided, further, that the foregoing restrictions shall not apply to (1) transactions relating to Shares or other securities acquired in open market transactions after completion of the Offering, (2) the transfer of any or all of the Shares owned by the undersigned, either during the undersigned’s lifetime or on death, by gift, will or intestate succession to any immediate family member of the undersigned or to a trust the beneficiaries of which are exclusively the undersigned and/or a member or members of his immediate family and (3) the transfer or sale of any Shares or other securities solely to satisfy tax obligations related to the delivery of Shares pursuant to the vesting of restricted stock units granted to the undersigned; provided, however, that in the case of a transfer under subsection (2) above, it shall be a condition to such transfer that (y) the transferee executes and delivers to X.X. Xxxxxx and Deutsche Bank an agreement stating that the transferee is receiving and holding the Shares subject to the provisions of this letter agreement, and there shall be no further transfer of such Shares, except in accordance with this letter agreement and (z) no filing by any party under the Exchange Act or other public announcement reporting a reduction in the beneficial ownership of Shares held by the undersigned shall be required or shall be made voluntarily in connection with such transfer or disposition, and provided, further, that in the case of any transfer pursuant to subsection (3) above, any filing made under the Exchange Act or other public announcement shall indicate (in the notes thereto or otherwise) that the filing or announcement relates to the circumstances described in subsection (3). The undersigned hereby acknowledges and agrees that written notice of any extension of the Lock-up Period pursuant to the preceding sentence will be delivered by X.X. Xxxxxx and Deutsche Bank to the Company and that any such notice properly delivered will be deemed to have been given to, and received by, the undersigned. For the purposes of this paragraph, “immediate family” shall mean the spouse, domestic partner, lineal descendant (including adopted children), father, mother, brother or sister of the transferor. In addition, notwithstanding the lock-up restrictions described herein, the undersigned may at any time after the date hereof (A) exercise any options or warrants to purchase Shares (including by cashless exercise to the extent permitted by the instruments representing such options or warrants); provided, however, that in any such case the Shares issued upon exercise shall remain subject to the provisions of this letter agreement, (B) enter into a trading plan (a “New Plan”) meeting the requirements of Rule 10b5-1 under the Exchange Act, relating to the sale of Shares, if then permitted by the Company and applicable law; provided that the Shares subject to such New Plan may not be sold during the Lock-Up Period and that no filing with the Commission or other public announcement shall be required or voluntarily made by the undersigned or any other person in connection therewith or (C) sell Shares pursuant to a written plan, existing as of the date hereof. Xxxxx Fargo Securities, meeting LLC, as the requirements of Rule 10b5-1(c) under the Exchange Act, if then permitted by the Company and applicable law; provided that any filing made under the Exchange Act in connection therewith shall state that such sales were made pursuant to a written plan meeting the requirements of Rule 10b5-1(c) under the Exchange Act. The undersigned also agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of Shares or securities convertible into or exchangeable or exercisable for Shares held by the undersigned except in compliance with the foregoing restrictions. With respect to the Offering only, the undersigned waives any registration rights relating to registration under the Securities Act of any Shares owned either of record or beneficially by the undersigned, including any rights to receive notice Representative of the Offering. It is understood that, if (i) the Company notifies X.X. Xxxxxx and Deutsche Bank in writing that it does not intend to proceed with the Offering, (ii) if the Underwriting Agreement is not executed by April 30, 2015, or (iii) if the Underwriting Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated for any reason prior to payment for and delivery of the Shares to be sold thereunder, this letter agreement shall immediately be terminated and the undersigned shall automatically be released from all of his or her obligations under this letter agreement. This letter agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of laws principles thereof. The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this letter agreement. This letter agreement is irrevocable and all authority herein conferred or agreed to be conferred shall survive the death or incapacity of the undersigned and any obligations of the undersigned shall be binding upon the heirs, personal representatives, successors and assigns of the undersigned. Very truly yours, Signature: Printed Underwriters named on Schedule A hereto By /s/ Xxxxx Xxxxxxxx Name: CapacityXxxxx Xxxxxxxx Title: (and indicate capacity of person signing ifsigning as custodianVice President CABELA’S – UNDERWRITING AGREEMENT SCHEDULE A CLASS A-1 NOTES UNDERWRITERS PRINCIPAL AMOUNT OF CLASS A-1 NOTES Xxxxx Fargo Securities, trusteeLLC $ 256,500,000 RBC Capital Markets, or on behalfof an entity)LLC $ 256,500,000 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated $ 57,000,000 Total $ 570,000,000 CLASS A-2 NOTES UNDERWRITERS PRINCIPAL AMOUNT OF CLASS A-2 NOTES Xxxxx Fargo Securities, LLC $ 126,000,000 RBC Capital Markets, LLC $ 126,000,000 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated $ 28,000,000 Total $ 280,000,000

EXECUTION VERSION. If the foregoing is in accordance with your understanding of our agreementthe agreement between the Company and the Underwriters, kindly sign and return to indicate your acceptance in the Company the enclosed copies hereof, whereupon this instrument, along with all counterparts hereof, shall become a binding agreement in accordance with its termsspace provided for that purpose below. Very truly yours, NEUROCRINE BIOSCIENCESSUNESIS PHARMACEUTICALS, INC. By: /s/ Xxx Xxxxxxxx Xxxxxxx X. Xxxxx Name: Xxx Xxxxxxxx Xxxxxxx X. Xxxxx Title: Chief Financial Officer The foregoing Underwriting Agreement is hereby confirmed CFO and accepted by the Representatives in New York, New York SVP Corp Dev Accepted as of the date first above written. X.X. XXXXXX SECURITIES : XXXXX FARGO SECURITIES, LLC DEUTSCHE BANK SECURITIES INC. Acting on its own behalf and as Representatives Representative of the several Underwriters named referred to in the attached Schedule A. X.X. XXXXXX SECURITIES LLC By: /s/ Xxx Xxxxxxx Name: Xxx Xxxxxxx Title: Executive Director DEUTSCHE BANK SECURITIES INCforegoing Agreement. By: /s/ Xxxx Xxxxxxxx Xxxxx Xxxxxx Name: Xxxx Xxxxxxxx Title: Managing Director By: /s/ Xxxx Xxxx Name: Xxxx Xxxx Xxxxx Xxxxxx 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 Underwriter Stock Xxxxx and CompanyFargo Securities, LLC 520,800 Nomura Securities International, 10,200 Xxxxxxxxxxx & Co. Inc. 312,480 6,800 Total 6,944,000 17,000 EXECUTION VERSION SCHEDULE B Schedule of General Use Free Writing Prospectuses included in the Time of Sale Prospectus None None. SCHEDULE C Number Pricing Information Stock to be Sold: 17,000 Shares of Shares being offeredPreferred Stock Offering Price: 6,944,000 Underwriters’ option to purchase additional shares$500.00 per share of Preferred Stock Stock Conversion Price: 1,041,600 Price $0.50 per Share to the publicshare of Preferred Stock, converting into 1,000 shares of Common Stock Underwriting Discounts and Commissions: $ 36.00 Gross 6.0% Simultaneous Public Offering of Common Stock: $11.5 million 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 A Form of Lock-Up Agreement [ ], 2015 X.X. XXXXXX SECURITIES LLC DEUTSCHE BANK SECURITIES INC. as Representatives of the several Underwriters2019 Xxxxx Fargo Securities, c/o X.X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxxx Xxxxxx, 0xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 c/o Deutsche Bank Securities Inc. 00 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 REAs Representative of the Several Underwriters Re: Neurocrine BiosciencesSunesis Pharmaceuticals, Inc. Dear Sirs: This Agreement is being delivered to you in connection with the proposed Underwriting Agreement (the “Underwriting Agreement”) between Sunesis Pharmaceuticals, Inc., a Delaware corporation (the “Company”) Ladies & Gentlemen: The undersigned is an owner and Xxxxx Fargo Securities, LLC (the “Representative”), relating to the proposed public offering of record or beneficially of certain shares of the common stock, par value $0.001 0.0001 per share, of the Company (“Shares”) or securities convertible into or exchangeable or exercisable for Shares. The Company proposes to carry out a public offering of Shares share (the “OfferingCommon Stock”) for which X.X. Xxxxxx Securities LLC (“X.X. Xxxxxx”) and Deutsche Bank Securities Inc. (“Deutsche Bank”) will act as the representatives of the several underwriters Company. In order to induce you to enter into the Underwriting Agreement, and in light of the benefits that the offering of the Common Stock will confer upon the undersigned in its capacity as a securityholder and/or an officer, director or employee of the Company, and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with you that, during the period beginning on and including the date hereof through and including the date that is the 90th day after the date of the Underwriting Agreement (the “UnderwritersLock-Up Period”). The undersigned recognizes that the Offering will be of benefit to the undersigned and will benefit the Company by, among other things, raising additional capital for its operations. The undersigned acknowledges that you and any other underwriter are relying on the representations and agreements of the undersigned contained in this letter agreement in carrying out the Offering and in entering into underwriting arrangements with the Company with respect to the Offering. In consideration of the foregoing, the undersigned hereby agrees that the undersigned will not (and will cause any spouse or immediate family member of the spouse or the undersigned living in the undersigned’s household not to)not, without the prior written consent of X.X. Xxxxxx and Deutsche Bank (which consent may be withheld in their sole discretion)the Representative, directly or indirectly, (i) offer, sell, offerassign, contract or grant any option to sell (including without limitation any short sale)transfer, pledge, transfercontract to sell, establish an open “put equivalent position” within or otherwise dispose of, or announce the meaning intention to otherwise dispose of, any shares of Rule 16a-1(h) Common Stock (including, without limitation, Common Stock which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations promulgated under the Securities Exchange Act of 1934, as amendedthe same may be amended or supplemented from time to time (such shares, (the “Exchange ActBeneficially Owned Shares”)) or otherwise dispose of any Shares, options or warrants to acquire Shares, or securities exchangeable convertible into or exercisable or exchangeable for or convertible into Shares currently or hereafter owned either of record or beneficially (as defined in Rule 13d-3 under the Exchange Act) by the undersigned (or such spouse or family member), or publicly announce an intention to do any of the foregoing, for a period commencing on the date hereof and continuing through the close of trading on the date 90 days after the date of the Prospectus (as defined in the Underwriting Agreement relating to the Offering to which the Company is a party) (the “Lock-up Period”); provided, that if (i) during the last 17 days of the Lock-up Period, the Company issues an earnings release or material news or a material event relating to the Company occurs or (ii) prior to the expiration of the Lock-up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-up Period, then in each case the Lock-up Period will be extended until the expiration of the 18-day period beginning on the date of the issuance of the earnings release or the occurrence of the material news or material event, as applicable, unless X.X. Xxxxxx and Deutsche Bank waive, in writing, such extension, except that such extension will not apply if (i) the Shares are “actively traded securities” (as defined in Regulation M of the Exchange Act)Common Stock, (ii) enter into any swap, hedge or similar agreement or arrangement that transfers in whole or in part, the Company meets the applicable requirements economic risk of paragraph (a)(1) of Rule 139 under the Securities Act of 1933, as amended, (the “Securities Act”) in the manner contemplated by NASD Conduct Rule 2711(f)(4), and (iii) the provisions of NASD Conduct Rule 2711(f)(4) are not applicable to any research reports relating to the Company published or distributed by any ownership of the Underwriters during the 15 days before or after the last day of the Lock-up Period (before giving effect to such extension); provided, further, that the foregoing restrictions shall not apply to (1) transactions relating to Shares or other securities acquired in open market transactions after completion of the Offering, (2) the transfer of any or all of the Shares owned by the undersigned, either during the undersigned’s lifetime or on death, by gift, will or intestate succession to any immediate family member of the undersigned or to a trust the beneficiaries of which are exclusively the undersigned and/or a member or members of his immediate family and (3) the transfer or sale of any Shares or other securities solely to satisfy tax obligations related to the delivery of Shares pursuant to the vesting of restricted stock units granted to the undersigned; provided, however, that in the case of a transfer under subsection (2) above, it shall be a condition to such transfer that (y) the transferee executes and delivers to X.X. Xxxxxx and Deutsche Bank an agreement stating that the transferee is receiving and holding the Shares subject to the provisions of this letter agreement, and there shall be no further transfer of such Shares, except in accordance with this letter agreement and (z) no filing by any party under the Exchange Act or other public announcement reporting a reduction in the beneficial ownership of Shares held by the undersigned shall be required or shall be made voluntarily in connection with such transfer or disposition, and provided, further, that in the case of any transfer pursuant to subsection (3) above, any filing made under the Exchange Act or other public announcement shall indicate (in the notes thereto or otherwise) that the filing or announcement relates to the circumstances described in subsection (3). The undersigned hereby acknowledges and agrees that written notice of any extension of the Lock-up Period pursuant to the preceding sentence will be delivered by X.X. Xxxxxx and Deutsche Bank to the Company and that any such notice properly delivered will be deemed to have been given to, and received by, the undersigned. For the purposes of this paragraph, “immediate family” shall mean the spouse, domestic partner, lineal descendant (including adopted children), father, mother, brother or sister of the transferor. In addition, notwithstanding the lock-up restrictions described herein, the undersigned may at any time after the date hereof (A) exercise any options or warrants to purchase Shares (including by cashless exercise to the extent permitted by the instruments representing such options or warrants); provided, however, that in any such case the Shares issued upon exercise shall remain subject to the provisions of this letter agreement, (B) enter into a trading plan (a “New Plan”) meeting the requirements of Rule 10b5-1 under the Exchange Act, relating to the sale of Shares, if then permitted by the Company and applicable law; provided that the Shares subject to such New Plan may not be sold during the Lock-Up Period and that no filing with the Commission or other public announcement shall be required or voluntarily made by the undersigned or any other person in connection therewith or (C) sell Shares pursuant to a written plan, existing as of the date hereof, meeting the requirements of Rule 10b5-1(c) under the Exchange Act, if then permitted by the Company and applicable law; provided that any filing made under the Exchange Act in connection therewith shall state that such sales were made pursuant to a written plan meeting the requirements of Rule 10b5-1(c) under the Exchange Act. The undersigned also agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of Beneficially Owned Shares or securities convertible into or exercisable or exchangeable for Common Stock, whether now owned or exercisable for Shares held hereafter acquired by the undersigned except in compliance or with the foregoing restrictions. With respect to the Offering only, which the undersigned waives any registration rights relating to registration under has or hereafter acquires the Securities Act power of any Shares owned either of record or beneficially by the undersigned, including any rights to receive notice of the Offering. It is understood that, if (i) the Company notifies X.X. Xxxxxx and Deutsche Bank in writing that it does not intend to proceed with the Offering, (ii) if the Underwriting Agreement is not executed by April 30, 2015disposition, or (iii) if the Underwriting Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated for engage in any reason prior to payment for and delivery short selling of the Shares to be sold thereunder, this letter agreement shall immediately be terminated and the undersigned shall automatically be released from all of his Common Stock or her obligations under this letter agreement. This letter agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of laws principles thereofsecurities convertible into or exercisable or exchangeable for Common Stock. The undersigned hereby represents and warrants that restrictions set forth in the undersigned has full power and authority to enter into this letter agreement. This letter agreement is irrevocable and all authority herein conferred or agreed to be conferred immediately preceding paragraph shall survive the death or incapacity of the undersigned and any obligations of the undersigned shall be binding upon the heirs, personal representatives, successors and assigns of the undersigned. Very truly yours, Signature: Printed Name: Capacity: (and indicate capacity of person signing ifsigning as custodian, trustee, or on behalfof an entity)not apply to:

EXECUTION VERSION. If the foregoing is in accordance with your understanding of our agreementthe agreement between the Company and the Underwriters, kindly sign and return to indicate your acceptance in the Company the enclosed copies hereof, whereupon this instrument, along with all counterparts hereof, shall become a binding agreement in accordance with its termsspace provided for that purpose below. Very truly yours, NEUROCRINE BIOSCIENCESSUNESIS PHARMACEUTICALS, INC. By: /s/ Xxx Xxxxxxxx Xxxxxxx X. Xxxxx Name: Xxx Xxxxxxxx Xxxxxxx X. Xxxxx Title: Chief Financial Officer The foregoing Underwriting Agreement is hereby confirmed CFO and accepted by the Representatives in New York, New York SVP Corp Dev Accepted as of the date first above written. X.X. XXXXXX SECURITIES : XXXXX FARGO SECURITIES, LLC DEUTSCHE BANK SECURITIES INC. Acting on its own behalf and as Representatives Representative of the several Underwriters named referred to in the attached Schedule A. X.X. XXXXXX SECURITIES LLC By: /s/ Xxx Xxxxxxx Name: Xxx Xxxxxxx Title: Executive Director DEUTSCHE BANK SECURITIES INCforegoing Agreement. By: /s/ Xxxx Xxxxxxxx Xxxxx Xxxxxx Name: Xxxx Xxxxxxxx Title: Managing Director By: /s/ Xxxx Xxxx Name: Xxxx Xxxx Xxxxx Xxxxxx Title: Director SCHEDULE Schedule A Underwriters Number of Underwriter 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 Stock Xxxxx and CompanyFargo Securities, LLC 520,800 Nomura Securities International, 13,800,000 Xxxxxxxxxxx & Co. Inc. 312,480 9,200,000 Total 6,944,000 23,000,000 EXECUTION VERSION SCHEDULE B Schedule of General Use Free Writing Prospectuses included in the Time of Sale Prospectus None None. SCHEDULE C Number Pricing Information Firm Stock to be Sold: 23,000,000 Shares of Common Stock Optional Stock to be Sold: 3,450,000 Shares being offeredof Common Stock Offering Price: 6,944,000 Underwriters’ option to purchase additional shares$0.50 per share of Common Stock Underwriting Discounts and Commissions: 1,041,600 Price per Share to the public6.0% Simultaneous Public Offering of Preferred Stock: $ 36.00 Gross $8.5 million 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 A Form of Lock-Up Agreement [______], 2015 X.X. XXXXXX SECURITIES LLC DEUTSCHE BANK SECURITIES INC. as Representatives of the several Underwriters2019 Xxxxx Fargo Securities, c/o X.X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxxx Xxxxxx, 0xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 c/o Deutsche Bank Securities Inc. 00 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 REAs Representative of the Several Underwriters Re: Neurocrine BiosciencesSunesis Pharmaceuticals, Inc. Dear Sirs: This Agreement is being delivered to you in connection with the proposed Underwriting Agreement (the “Underwriting Agreement”) between Sunesis Pharmaceuticals, Inc., a Delaware corporation (the “Company”) Ladies & Gentlemen: The undersigned is an owner and Xxxxx Fargo Securities, LLC (the “Representative”), relating to the proposed public offering of record or beneficially of certain shares of the common stock, par value $0.001 0.0001 per share, of the Company (“Shares”) or securities convertible into or exchangeable or exercisable for Shares. The Company proposes to carry out a public offering of Shares share (the “OfferingCommon Stock”) for which X.X. Xxxxxx Securities LLC (“X.X. Xxxxxx”) and Deutsche Bank Securities Inc. (“Deutsche Bank”) will act as the representatives of the several underwriters Company. In order to induce you to enter into the Underwriting Agreement, and in light of the benefits that the offering of the Common Stock will confer upon the undersigned in its capacity as a securityholder and/or an officer, director or employee of the Company, and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with you that, during the period beginning on and including the date hereof through and including the date that is the 90th day after the date of the Underwriting Agreement (the “UnderwritersLock-Up Period”). The undersigned recognizes that the Offering will be of benefit to the undersigned and will benefit the Company by, among other things, raising additional capital for its operations. The undersigned acknowledges that you and any other underwriter are relying on the representations and agreements of the undersigned contained in this letter agreement in carrying out the Offering and in entering into underwriting arrangements with the Company with respect to the Offering. In consideration of the foregoing, the undersigned hereby agrees that the undersigned will not (and will cause any spouse or immediate family member of the spouse or the undersigned living in the undersigned’s household not to)not, without the prior written consent of X.X. Xxxxxx and Deutsche Bank (which consent may be withheld in their sole discretion)the Representative, directly or indirectly, (i) offer, sell, offerassign, contract or grant any option to sell (including without limitation any short sale)transfer, pledge, transfercontract to sell, establish an open “put equivalent position” within or otherwise dispose of, or announce the meaning intention to otherwise dispose of, any shares of Rule 16a-1(h) Common Stock (including, without limitation, Common Stock which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations promulgated under the Securities Exchange Act of 1934, as amendedthe same may be amended or supplemented from time to time (such shares, (the “Exchange ActBeneficially Owned Shares”)) or otherwise dispose of any Shares, options or warrants to acquire Shares, or securities exchangeable convertible into or exercisable or exchangeable for or convertible into Shares currently or hereafter owned either of record or beneficially (as defined in Rule 13d-3 under the Exchange Act) by the undersigned (or such spouse or family member), or publicly announce an intention to do any of the foregoing, for a period commencing on the date hereof and continuing through the close of trading on the date 90 days after the date of the Prospectus (as defined in the Underwriting Agreement relating to the Offering to which the Company is a party) (the “Lock-up Period”); provided, that if (i) during the last 17 days of the Lock-up Period, the Company issues an earnings release or material news or a material event relating to the Company occurs or (ii) prior to the expiration of the Lock-up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-up Period, then in each case the Lock-up Period will be extended until the expiration of the 18-day period beginning on the date of the issuance of the earnings release or the occurrence of the material news or material event, as applicable, unless X.X. Xxxxxx and Deutsche Bank waive, in writing, such extension, except that such extension will not apply if (i) the Shares are “actively traded securities” (as defined in Regulation M of the Exchange Act)Common Stock, (ii) enter into any swap, hedge or similar agreement or arrangement that transfers in whole or in part, the Company meets the applicable requirements economic risk of paragraph (a)(1) of Rule 139 under the Securities Act of 1933, as amended, (the “Securities Act”) in the manner contemplated by NASD Conduct Rule 2711(f)(4), and (iii) the provisions of NASD Conduct Rule 2711(f)(4) are not applicable to any research reports relating to the Company published or distributed by any ownership of the Underwriters during the 15 days before or after the last day of the Lock-up Period (before giving effect to such extension); provided, further, that the foregoing restrictions shall not apply to (1) transactions relating to Shares or other securities acquired in open market transactions after completion of the Offering, (2) the transfer of any or all of the Shares owned by the undersigned, either during the undersigned’s lifetime or on death, by gift, will or intestate succession to any immediate family member of the undersigned or to a trust the beneficiaries of which are exclusively the undersigned and/or a member or members of his immediate family and (3) the transfer or sale of any Shares or other securities solely to satisfy tax obligations related to the delivery of Shares pursuant to the vesting of restricted stock units granted to the undersigned; provided, however, that in the case of a transfer under subsection (2) above, it shall be a condition to such transfer that (y) the transferee executes and delivers to X.X. Xxxxxx and Deutsche Bank an agreement stating that the transferee is receiving and holding the Shares subject to the provisions of this letter agreement, and there shall be no further transfer of such Shares, except in accordance with this letter agreement and (z) no filing by any party under the Exchange Act or other public announcement reporting a reduction in the beneficial ownership of Shares held by the undersigned shall be required or shall be made voluntarily in connection with such transfer or disposition, and provided, further, that in the case of any transfer pursuant to subsection (3) above, any filing made under the Exchange Act or other public announcement shall indicate (in the notes thereto or otherwise) that the filing or announcement relates to the circumstances described in subsection (3). The undersigned hereby acknowledges and agrees that written notice of any extension of the Lock-up Period pursuant to the preceding sentence will be delivered by X.X. Xxxxxx and Deutsche Bank to the Company and that any such notice properly delivered will be deemed to have been given to, and received by, the undersigned. For the purposes of this paragraph, “immediate family” shall mean the spouse, domestic partner, lineal descendant (including adopted children), father, mother, brother or sister of the transferor. In addition, notwithstanding the lock-up restrictions described herein, the undersigned may at any time after the date hereof (A) exercise any options or warrants to purchase Shares (including by cashless exercise to the extent permitted by the instruments representing such options or warrants); provided, however, that in any such case the Shares issued upon exercise shall remain subject to the provisions of this letter agreement, (B) enter into a trading plan (a “New Plan”) meeting the requirements of Rule 10b5-1 under the Exchange Act, relating to the sale of Shares, if then permitted by the Company and applicable law; provided that the Shares subject to such New Plan may not be sold during the Lock-Up Period and that no filing with the Commission or other public announcement shall be required or voluntarily made by the undersigned or any other person in connection therewith or (C) sell Shares pursuant to a written plan, existing as of the date hereof, meeting the requirements of Rule 10b5-1(c) under the Exchange Act, if then permitted by the Company and applicable law; provided that any filing made under the Exchange Act in connection therewith shall state that such sales were made pursuant to a written plan meeting the requirements of Rule 10b5-1(c) under the Exchange Act. The undersigned also agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of Beneficially Owned Shares or securities convertible into or exercisable or exchangeable for Common Stock, whether now owned or exercisable for Shares held hereafter acquired by the undersigned except in compliance or with the foregoing restrictions. With respect to the Offering only, which the undersigned waives any registration rights relating to registration under has or hereafter acquires the Securities Act power of any Shares owned either of record or beneficially by the undersigned, including any rights to receive notice of the Offering. It is understood that, if (i) the Company notifies X.X. Xxxxxx and Deutsche Bank in writing that it does not intend to proceed with the Offering, (ii) if the Underwriting Agreement is not executed by April 30, 2015disposition, or (iii) if the Underwriting Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated for engage in any reason prior to payment for and delivery short selling of the Shares to be sold thereunder, this letter agreement shall immediately be terminated and the undersigned shall automatically be released from all of his Common Stock or her obligations under this letter agreement. This letter agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of laws principles thereofsecurities convertible into or exercisable or exchangeable for Common Stock. The undersigned hereby represents and warrants that restrictions set forth in the undersigned has full power and authority to enter into this letter agreement. This letter agreement is irrevocable and all authority herein conferred or agreed to be conferred immediately preceding paragraph shall survive the death or incapacity of the undersigned and any obligations of the undersigned shall be binding upon the heirs, personal representatives, successors and assigns of the undersigned. Very truly yours, Signature: Printed Name: Capacity: (and indicate capacity of person signing ifsigning as custodian, trustee, or on behalfof an entity)not apply to: