6,944,000 Shares NEUROCRINE BIOSCIENCES, INC. Common Stock ($0.001 par value per Share) UNDERWRITING AGREEMENTUnderwriting Agreement • February 19th, 2015 • Neurocrine Biosciences Inc • Biological products, (no disgnostic substances) • New York
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 J.P. Morgan 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
