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                                                                    EXHIBIT 10.1

                              EMPLOYMENT AGREEMENT

EMPLOYMENT AGREEMENT, dated as of June 20, 2005 by and between NEUROCRINE
BIOSCIENCES, INC., 12790 El Camino Real, San Diego, California 92130
(hereinafter the "Company"), and Richard Ranieri (hereinafter "Executive").

                                 R E C I T A L S

      WHEREAS, the Company and Executive wish to set forth in this Agreement the
terms and conditions under which Executive is to be employed by the Company on
and after the date hereof; and

      NOW, THEREFORE, the Company and Executive, in consideration of the mutual
promises set forth herein, agree as follows:

                                    ARTICLE 1

                                TERM OF AGREEMENT

      1.1 COMMENCEMENT DATE. Executive's fulltime employment with the Company
under this Agreement shall commence as of June 20, 2005 ("Commencement Date")
and this Agreement shall expire after a period of three (3) years from the
Commencement Date, unless renewed in accordance with paragraph 1.2 or terminated
pursuant to Article 6.

      1.2 RENEWAL. The term of this Agreement shall be automatically renewed for
successive, additional three (3) year terms unless either party delivers written
notice to the other at least ninety (90) days prior to the end of any term of an
intention to terminate this Agreement or to renew it for a term of less than
three (3) years but not less than (1) year. If the term of this Agreement is
renewed for a term of less than three (3) years, then thereafter the term of
this Agreement shall be automatically renewed for successive, additional
identical terms unless either party delivers a written notice to the other of an
intention to terminate this Agreement or to renew it for a different term of not
less than one (1) year, such notice to be delivered at least ninety (90) days
prior to the end of any term. The Company's failure to renew this Agreement at
the end of any term shall be considered a termination without Cause as set forth
in Section 6.4 below.

                                    ARTICLE 2

                                EMPLOYMENT DUTIES

      2.1 TITLE/RESPONSIBILITIES. Executive hereby accepts employment with
the Company pursuant to the terms and conditions hereof. Executive agrees to
serve the Company as Senior Vice President, Human Resources reporting to the
Chief Executive Officer. Executive shall have the powers and duties commensurate
with such position, including but not limited to hiring personnel necessary to
carry out the responsibilities for such position as set forth in the annual
business plan approved by the Board of Directors.

                                  Page 1 of 11


      2.2 FULL TIME ATTENTION. Executive shall devote his best efforts and
his full business time and attention to the performance of the services
customarily incident to such office and to such other services as the President
or Board may reasonably request.

      2.3 OTHER ACTIVITIES. Except upon the prior written consent of the
President & Chief Executive Officer, Executive shall not during the period of
employment engage, directly or indirectly, in any other business activity
(whether or not pursued for pecuniary advantage) that is or may be competitive
with, or that might place him in a competing position to that of the Company or
any other corporation or entity that directly or indirectly controls, is
controlled by, or is under common control with the Company (an "Affiliated
Company"), provided that Executive may own less than two percent (2%) of the
outstanding securities of any such publicly traded competing corporation.

                                    ARTICLE 3

                                  COMPENSATION

      3.1 BASE SALARY. Executive shall receive a Base Salary at an annual rate
of two hundred and eighty thousand dollars ($280,000), payable semi-monthly in
equal installments in accordance with the Company's normal payroll practices.
The Chief Executive Officer shall provide Executive with annual performance
reviews, and, thereafter, Executive shall be entitled to such increase in Base
Salary as the Chief Executive Officer and Board of Directors may from time to
time establish in their sole discretion.

      3.2 INCENTIVE BONUS. In addition to any other bonus Executive shall be
awarded by the Company's Board of Directors, the Company shall pay Executive an
annual bonus as determined by the Chief Executive Officer and Company's Board of
Directors based upon achievement of Executive in meeting personal goals approved
by the Chief Executive Officer and Board of Directors and achievement by the
Company of corporate goals approved by the Board of Directors annually.
Executive's personal goals and the Company's corporate goals will be set forth
in writing by Board of Directors within ninety (90) days after the start of the
Company's fiscal year. The Chief Executive Officer and Board of Directors shall,
in their sole discretion, determine whether Executive's personal goals have been
obtained. The Board of Directors shall, in its sole discretion, determine
whether the corporate goals have been obtained.

      3.3 EQUITY. The Executive will receive a stock bonus of 5000 shares of
stock that will vest on June 20, 2009. The Executive will also receive a stock
option to purchase eighty thousand (80,000) shares of the Company's common stock
with an exercise price equal to the closing price of the Company's common stock
as quoted on the NSADAQ National Market System on June 20, 2005. Such option
shall vest over a four-year period with twenty five percent (25%) of such
vesting occurring on June 20, 2006 and one-forty-eight (1/48) per month
thereafter in accordance with the terms of the Employment Commencement
Nonstatutory Stock Option dated June 20, 2005. Each year starting in 2006 and
continuing for the term of this Agreement, the Executive will be eligible to
receive a Stock Option award under the Company's 2003

                                  Page 2 of 11


Incentive Stock Option Plan with the number of shares and exercise price as
shall be determined by the Board of Directors.

      3.5 WITHHOLDINGS. All compensation and benefits payable to Executive
hereunder and the Agreement shall be subject to all federal, state, local and
other withholdings and similar taxes and payments required by applicable law.

                                    ARTICLE 4

                     EXPENSE ALLOWANCES AND FRINGE BENEFITS

      4.1 VACATION. Executive shall be entitled to the greater of three (3)
weeks of annual paid vacation or the amount of annual paid vacation to which
Executive may become entitled under the terms of Company's vacation policy for
employees during the term of this Agreement.

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

      4.3 BUSINESS EXPENSE REIMBURSEMENT. During the term of this Agreement,
Executive shall be entitled to receive proper reimbursement for all reasonable
out-of-pocket expenses incurred by him (in accordance with the policies and
procedures established by the Company for its senior executive officers) in
performing services hereunder. Executive agrees to furnish to the Company
adequate records and other documentary evidence of such expense for which
Executive seeks reimbursement. Such expenses shall be reimbursed and accounted
for under the policies and procedure established by the Company.

      4.4 RELOCATION. The Company will reimburse the Executive for reasonable
and customary out of pocket expenses relating to:

                  (i)   Reasonable house hunting trips to San Diego for
                        Executive and up to one other person including round
                        trip coach airfare.

                  (ii)  One-way coach airfare for Executive and his family for
                        final relocation to San Diego.

                  (iii) Temporary housing rent expenses following Executive's
                        relocation to San Diego for a period of up to three (3)
                        months subject to extension as reasonably necessary.

                  (iv)  Reasonable and customary moving expenses (including
                        temporary storage) of household goods and personal
                        property (including up to three (3) vehicles) to San
                        Diego.

                                  Page 3 of 11


                  (v)   Rental car, if needed, for up to ten (10) days (or
                        longer dependent on arrival of Executive's vehicles in
                        San Diego) following relocation to San Diego.

                  (vi)  Reasonable and customary real estate commissions and
                        closing costs on the sale of Executive's Los Altos home
                        (including legal fees, transfer taxes, brokerage fees
                        (5%), title insurance and other non-recurring fees).

                  (vii) Up to one (1.0) point of the principal balance of the
                        mortgage on the first San Diego home purchased by
                        Executive prior to June 20, 2006.

                  (viii) Cost to retain a tax specialist to provide personal
                         income tax guidance associated with the Executive's
                         relocation expenses for a three (3) year period.

                  (ix)  Incremental increase in federal and state income tax for
                        a period of two (2) years by reason of payment by the
                        Company of expenses set forth in (iii), (v) and (vi)
                        above except for those expenses which are deductible for
                        federal and state income tax purposes.

In the event Executive voluntarily terminates employment with the Company prior
to June 20, 2006, Executive will repay to the Company all amounts paid by the
Company to the Executive or on the Executive's behalf pursuant to (i)-(x) above
on a prorata basis based on the uncompleted period of employment.

                                    ARTICLE 5

                                 CONFIDENTIALITY

      5.1 PROPRIETARY INFORMATION. Executive represents and warrants that he has
previously executed and delivered to the Company the Company's standard
Proprietary Information and Inventions Agreement in form acceptable to the
Company's counsel.

      5.2 RETURN OF PROPERTY. All documents, records, apparatus, equipment and
other physical property which is furnished to or obtained by Executive in the
course of his employment with the Company shall be and remain the sole property
of the Company. Executive agrees that, upon the termination of his employment,
he shall return all such property (whether or not it pertains to Proprietary
Information as defined in the Proprietary Information and Inventions Agreement),
and agrees not to make or retain copies, reproductions or summaries of any such
property.

      5.3 NO USE OF PRIOR CONFIDENTIAL INFORMATION. Executive will not
intentionally disclose to the Company or use on its behalf any confidential
information belonging to any of his former employers or any other third party.

                                  Page 4 of 11


                                    ARTICLE 6

                                   TERMINATION

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

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

      6.3 BY COMPANY FOR CAUSE. The Company may terminate the Executive's
employment for Cause (as defined below) without liability at any time with or
without advance notice to Executive. The Company shall pay Executive all Accrued
Compensation, but no other compensation or reimbursement of any kind, including
without limitation, severance compensation, and thereafter the Company's
obligations hereunder shall terminate. Termination shall be for "Cause" in the
event of the occurrence of any of the following: (a) any intentional action or
intentional failure to act by Executive which was performed in bad faith and to
the material detriment of the Company; (b) Executive intentionally refuses or
intentionally fails to act in accordance with any lawful and proper direction or
order of the Chief Executive Officer; (c) Executive willfully and habitually
neglects the duties of employment; or (d) Executive is convicted of a felony
crime involving moral turpitude, provided that in the event that an of the

                                  Page 5 of 11


foregoing events is capable of being cured, the Board of Directors shall provide
written notice to Executive describing the nature of such event and Executive
shall thereafter have ten (10) business days to cure such event.

      6.4 TERMINATION WITHOUT CAUSE. At any time, the Company may terminate the
employment of Executive without liability other than as set forth below, for any
reason not specified in Section 6.3 above, by giving thirty (30) days advance
written notice to Executive. If the Company elects to terminate Executive
pursuant to this Section 6.4,

      (a)   the Company shall pay to Executive all Accrued Compensation,

      (b)   the Company shall continue to pay to Executive as provided herein
            Executive's Base Salary over the period equal to nine (9) months
            from the date of such termination as severance compensation,

      (c)   the Company shall make a lump sum payment to Executive in an amount
            equal to a pro rata portion of the Executive's annual actual cash
            incentive bonus for Company's fiscal year preceding the year of
            termination based on the number of completed months of Executive's
            employment in the fiscal year plus nine (9);

      (d)   the vesting of all outstanding stock options held by Executive shall
            be accelerated so that the amount of shares vested under such option
            shall equal that number of shares which would have been vested if
            the Executive had continued to render services to the Company for
            nine (9) continuous months after the date of his termination of
            employment, and

      (e)   the Company shall pay all costs which the Company would otherwise
            have incurred to maintain all of Executive's health and welfare, and
            retirement benefits (either on the same or substantially equivalent
            terms and conditions) if the Executive had continued to render
            services to the Company for nine (9) continuous months after the
            date of his termination of employment.

      The Company shall have no further obligations to Executive other than
      those set forth in the preceding sentence. During the period when such
      severance compensation is being paid to Executive, Executive shall not (i)
      engage, directly or indirectly, in providing services to any other
      business program or project that is competitive to a program or project
      being conducted by the Company or any Affiliated Company at the time of
      such employment termination (provided that Executive may own less than two
      percent (2%) of the outstanding securities of any publicly traded
      corporation), or (ii) hire, solicit, or attempt to solicit on behalf of
      himself or any other party or any employee or exclusive consultant of the
      Company. If the Company terminates this Agreement or the employment of
      Executive with the Company other than pursuant to Section 6.1, 6.2 or 6.3,
      then this section 6.4 shall apply.

      6.5 CONSTRUCTIVE TERMINATION A Constructive Termination shall be deemed to
be a termination of employment of Executive without cause pursuant to Section
6.4. For Purposes of this Agreement, a "Constructive Termination" means that the
Executive voluntarily terminates his employment except in connection with the
termination of his employment for death, disability, retirement, fraud,
misappropriation, embezzlement (or any other occurrence which constitutes
"Cause" under section 6.3) or any other voluntary termination of employment

                                  Page 6 of 11


by Executive other than a Constructive Termination after any of the following
are undertaken without Executive's express written consent:

            (a) the assignment to Executive of any duties or responsibilities
      which result in any diminution of position as judged against the duties
      and responsibilities assigned to executives with Executive's position in
      the Company's peer group of companies and shall not include (i) duties and
      responsibilities assigned to Executive with the understanding that as the
      Company grows and management staff increases in number, such duties and
      responsibilities will eventually be reassigned in a manner consistent with
      the Company's peer group of companies, (ii) change in reporting
      relationship that does not change in any material way the Executive's
      duties and responsibilities or (iii) any change in duties or
      responsibilities or reporting relationships that Executive does not
      identify as Constructive Termination to the Chief Executive Officer in
      writing within 15 days following the Chief Executive Officer's proposal of
      such change to Executive;

            (b) a reduction by the Company in Executive's annual Base Salary by
      greater than five percent (5%);

            (c) a relocation of Executive or the Company's principal executive
      offices if Executive's principal office is at such offices, to a location
      more than forty (40) miles from the location at which Executive is then
      performing his duties, except for an opportunity to relocate which is
      accepted by Executive in writing;

            (d) any material breach by the Company of any provision of this
            Agreement; or

            (e) any failure by the Company to obtain the assumption of this
            Agreement by any successor or assign of the Company.

      6.6 TERMINATION FOLLOWING CHANGE IN CONTROL. In the event of a termination
Without Cause or Constructive Termination within six (6) months after a Change
in Control (as defined below) or Executive's voluntary termination within thirty
(30) days following the six (6) month anniversary of a Change in Control, the
Company shall pay to Executive a lump sum severance payment in an amount equal
to one (1.0) times (Executive's then Base Salary plus annual actual cash
incentive bonus for Company's fiscal year preceding the year of termination). In
addition, the Executive will receive at Executive's option (i) accelerated
vesting of all stock options held by Executive by reason of the assumption or
substitution of successor corporation stock options for the Executive's unvested
Company stock options at the time of the Change in Control pursuant to the terms
of the Company's Stock Incentive Plans or (ii) a cash payment equal to the cash
value of all unvested Company stock options held by Executive at the time of the
Change in Control. In addition, the Executive will be reimbursed for the
increase in federal and state income taxes payable by Executive by reason of the
benefits provided under this Section 6.6.

                                  Page 7 of 11


      6.7 CHANGE IN CONTROL. For purposes of this Agreement, a "Change in
Control" shall have occurred if at any time during the term of Executive's
employment hereunder, any of the following events shall occur:

            (a) The Company is merged, or consolidated. or reorganized into or
      with another corporation or other legal person, and as a result of such
      merger, consolidation or reorganization less than fifty percent (50%) of
      the combined voting power of the then-outstanding securities of such
      corporation or person immediately after such transaction are held in the
      aggregate by the holders of voting securities of the Company immediately
      prior to such transaction;

            (b) The Company sells all or substantially all of its assets or any
      other corporation or other legal person and thereafter, less than fifty
      percent (50%) of the combined voting power of the then-outstanding voting
      securities of the acquiring or consolidated entity are held in the
      aggregate by the holders of voting securities of the Company immediately
      prior to such sale;

            (c) There is a report filed after the date of this Agreement on
      Schedule 13 D or schedule 14 D-1 (or any successor schedule, form or
      report), each as promulgated pursuant to the Securities Exchange Act of
      l934 (the "Exchange Act") disclosing that any person (as the term "person"
      is used in Section 13(d)(3) or Section 14(d)(2) of the exchange Act) has
      become the beneficial owner (as the term beneficial owner is defined under
      Rule 13d-3 or any successor rule or regulation promulgated under the
      Exchange Act) representing fifty percent (50%) or more of the combined
      voting power of the then-outstanding voting securities of the Company;

            (d) The Company shall file a report or proxy statement with the
      Securities and Exchange Commission pursuant to the Exchange Act disclosing
      in response to item 1 of Form 8-X thereunder or Item 5(f) of Schedule 14 A
      thereunder (or any successor schedule, form or report or item therein)
      that the change in control of the Company has or may have occurred or will
      or may occur in the future pursuant to any then-existing contract or
      transaction; or

            (e) During any period of two (2) consecutive years, individuals who
      at the beginning of any such period constitute the directors of the
      Company cease for any reason to constitute at least a majority thereof
      unless the election to the nomination for election by the Company's
      shareholders of each director of the Company first elected during such
      period was approved by a vote of at least two-thirds of the directors of
      the Company then still in office who were directors of the Company at the
      beginning of such period.

      6.8 TERMINATION BY EXECUTIVE. At any time, Executive may terminate his
employment by giving thirty (30) days advance written notice to the Company. The
Company shall pay Executive all Accrued Compensation, but no other compensation
or reimbursement of any kind, including without limitation, severance
compensation, and thereafter the Company's obligations hereunder shall
terminate.

                                  Page 8 of 11


      6.9 MITIGATION. Except as otherwise specifically provided herein,
Executive shall not be required to mitigate the amount of any payment provided
under this Agreement by seeking other employment or self-employment, nor shall
the amount of any payment provided for under this Agreement be reduced by any
compensation earned by Executive as a result of employment by another employer
or through self-employment or by retirement benefits after the date of
Executive's termination of employment from the Company.

      6.10 COORDINATION. If upon termination of employment, Executive becomes
entitled to rights under other plans, contracts or arrangements entered into by
the Company, this Agreement shall be coordinated with such other arrangements so
that Executive's rights under this Agreement are not reduced, and that any
payments under this Agreement offset the same types of payments otherwise
provided under such other arrangements, but do not otherwise reduce any payments
or benefits under such other arrangements to which Executive becomes entitled.

                                    ARTICLE 7

                               GENERAL PROVISIONS

      7.1 GOVERNING LAW. The validity, interpretation, construction and
performance of this Agreement and the rights of the parties thereunder shall be
interpreted and enforced under California law without reference to principles of
conflicts of laws. The parties expressly agree that inasmuch as the Company's
headquarters and principal place of business are located in California, it is
appropriate that California law govern this Agreement.

      7.2 ASSIGNMENT; SUCCESSORS BINDING AGREEMENT.

            (a) Executive may not assign, pledge or encumber his interest in
      this Agreement or any part thereof.

            (b) The Company will require any successor (whether direct or
      indirect, by purchase, merger, consolidation or otherwise) to all or
      substantially all of the business and/or assets of the Company, by
      operation of law or by agreement in form and substance reasonably
      satisfactory to Executive, to assume and agree to perform this Agreement
      in the same manner and to the same extent that the Company would be
      required to perform it if no such succession had taken place.

            (c) This Agreement shall inure to the benefit of and be enforceable
      by Executive's personal or legal representatives, executors,
      administrators, successors, heirs, distributee, devisees and legatees. If
      Executive should die while any amount is at such time payable to his
      hereunder, all such amounts, unless otherwise provided herein, shall be
      paid in accordance with the terms of this Agreement to Executive's
      devisee, legates or other designee or, if there be no such designee, to
      his estate.

                                  Page 9 of 11


      7.3 CERTAIN REDUCTION OF PAYMENTS. In the event that any payment or
benefit received or to be received by Executive under this Agreement would
result in all or a portion of such payment to be subject to the excise tax on
"golden parachute payments" under Section 4999 of the Internal Revenue Code of
1986, as amended (the "Code"), then Executive's payment shall be either (a) the
full payment or (b) such lesser amount which would result in no portion of the
payment being subject to excise tax under Section 4999 of the Code, whichever of
the foregoing amounts, taking into account the applicable Federal, state and
local employment taxes, income taxes, and the excise tax imposed by Section 4999
of the Code, results in the receipt by Executive on an after-tax basis, of the
greatest amount of the payment notwithstanding that all or some portion of the
payment may be taxable under Section 4999 of the Code.

      7.4 NOTICE. For the purposes of this Agreement, notices and all other
communications provided for in this Agreement shall be in writing and shall be
deemed to have been duly given when delivered or mailed by certified or
registered mail, return receipt requested, postage prepaid, addressed to the
respective addresses set forth below or to such other address as either party
may have furnished to the other in writing in accordance herewith, except that
notice of change of address shall be effective only upon receipt.

      To the Company:

      Neurocrine Biosciences, Inc.
      12790 El Camino Real
      San Diego, CA 92130
      Attn.: President & Chief Executive Officer

   To Executive:

      Richard Ranieri
      12790 El Camino Real
      San Diego, CA 92130

      7.5 MODIFICATION; WAIVER; ENTIRE AGREEMENT. No provisions of this
Agreement may be modified, waived or discharged unless such waiver, modification
or discharge is agreed to in writing signed by Executive and such officer as may
be specifically designated by the Board of the Company. No waiver by either
party hereto at any time of any breach by the other party of, or compliance
with, any condition or provision of this Agreement to be performed by such other
party shall be deemed a waiver of similar or dissimilar provisions or conditions
at the same or any prior or subsequent time. No agreements or representations,
oral or otherwise, express or implied, with respect to the subject matter hereof
have been made by either party which are not expressly set forth in this
Agreement.

      7.6 VALIDITY. The invalidity or unenforceability of any provision of this
Agreement shall not affect the validity or enforceability of any other provision
of this Agreement, which shall remain in full force and effect.

                                  Page 10 of 11


      7.7 CONTROLLING DOCUMENT. Except to the extent described in Section 6.l0,
in case of conflict between any of the terms and condition of this Agreement and
the document herein referred to, the terms and conditions of this Agreement
shall control.

      7.8 EXECUTIVE ACKNOWLEDGMENT. Executive acknowledges (a) that he has
consulted with or has had the opportunity to consult with independent counsel of
his own choice concerning this Agreement, and has been advised to do so by the
Company, and (b) that he has read and understands the Agreement, is fully aware
of its legal effect, and has entered into it freely based on his own judgment.

      7.9 REMEDIES.

            (a) INJUNCTIVE RELIEF. The parties agree that the services to be
      rendered by Executive hereunder are of a unique nature and that in the
      event of any breach or threatened breach of any of the covenants contained
      herein, the damage or imminent damage to the value and the goodwill of the
      Company's business will be irreparable and extremely difficult to
      estimate, making any remedy at law or in damages inadequate. Accordingly,
      the parties agree that the Company shall be entitled to injunctive relief
      against Executive in the event of any breach or threatened breach of any
      such provisions by Executive, in addition to any other relief (including
      damage) available to the Company under this Agreement or under law.

            (b) EXCLUSIVE. Both parties agree that the remedy specified in
      Section 7.9(a) above is not exclusive of any other remedy for the breach
      by Executive of the terms hereof.

      7.10 COUNTERPARTS. This Agreement may be executed in one or more
counterparts, all of which taken together shall constitute one and the same
Agreement.

      7.11 PREVAILING PARTY EXPENSES. In the event that any action or proceeding
is commenced to enforce the provisions of the Agreement, the court adjudicating
such action or proceeding shall award to the prevailing party all costs and
expenses thereof, including, but not limited to, all reasonable attorneys' fees,
court costs, and all other related expenses.

EXECUTED BY THE PARTIES AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN.

RICHARD RANIERI                       NEUROCRINE BIOSCIENCES, INC


/s/ Richard Ranieri                   By: /s/ Gary A. Lyons
_______________________                   ______________________________________
                                          Gary A. Lyons,
                                          President and Chief Executive Officer

                                 Page 11 of 11

                                                                    EXHIBIT 10.2

                          NEUROCRINE BIOSCIENCES, INC.

                EMPLOYMENT COMMENCEMENT NONSTATUTORY STOCK OPTION

      THIS EMPLOYMENT COMMENCEMENT NONSTATUTORY STOCK OPTION (the "Agreement"),
dated as of June 20, 2005, is made by and between Neurocrine Biosciences, Inc.,
a Delaware corporation (the "Company"), and RICHARD RANIERI, an employee of the
Company (the "Optionee").

      WHEREAS, the Board of Directors of the Company has determined that it
would be to the advantage and best interest of the Company and its stockholders
to grant the nonstatutory stock option provided for herein (the "Option") to
Optionee in connection with his initial commencement of employment with the
Company and that such grant is an essential inducement to Optionee's entering
into a contract of employment with the Company as its SENIOR VICE PRESIDENT,
HUMAN RESOURCES.

      NOW, THEREFORE, in consideration of the mutual covenants herein contained
and other good and valuable consideration, receipt of which is hereby
acknowledged, the parties hereto do hereby agree as follows:

      1. Definitions.

            (a) "Board" shall mean the Committee, if one has been appointed, or
the Board of Directors of the Company, if no Committee is appointed.

            (b) "Code" shall mean the Internal Revenue Code of 1986, as amended.

            (c) "Committee" shall mean the Committee appointed by the Board to
administer this Option, if one is appointed, which Committee shall be
constituted to satisfy applicable laws.

            (d) "Common Stock" shall mean the common stock of the Company, par
value $.001 per share.

            (e) "Company" shall mean Neurocrine Biosciences, Inc.

            (f) "Consultant" shall mean any natural person who is engaged by the
Company or any Parent or Subsidiary of the Company to render bona fide
consulting services and is compensated for such consulting services.

            (g) "Continuous Status as an Employee or Consultant" shall mean the
absence of any interruption or termination of service as an Employee or
Consultant, as applicable. Continuous Status as an Employee or Consultant shall
not be considered interrupted in the case of sick leave, military leave, or any
other leave of absence approved by the Board; provided that such leave is for a
period of not more than ninety (90) days or reemployment upon the expiration of
such leave is guaranteed by contract or statute.



            (h) "Employee" shall mean any person, including an officer or
director, employed by the Company or any Parent or Subsidiary of the Company.
The payment of a director's fee by the Company shall not be sufficient to
constitute "employment" by the Company.

            (i) "Fair Market Value" shall be determined by the Board in its
discretion; provided, however, that where there is a public market for the
Common Stock, the Fair Market Value per Share shall be the mean of the bid and
asked prices (or the closing price per share if the Common Stock is listed on
the National Association of Securities Dealers Automated Quotation ("NASDAQ")
National Market System) of the Common Stock for the date of determination, as
reported in the Wall Street Journal (or, if not so reported, as otherwise
reported by the NASDAQ System) or, in the event the Common Stock is listed on a
stock exchange, the Fair Market Value per Share shall be the closing price on
such exchange on the date of determination, as reported in the Wall Street
Journal.

            (j) "Optioned Stock" shall mean the Common Stock subject to this
Option.

            (k) "Parent" shall mean a "parent corporation," whether now or
hereafter existing, as defined in Section 424(e) of the Code.

            (l) "Subsidiary" shall mean a "subsidiary corporation," whether now
or hereafter existing, as defined in Section 424(f) of the Code.

      2. Grant of Option. In consideration of Optionee's agreement to render
services to the Company and for other good and valuable consideration, the
Company grants to Optionee an Option to purchase the Common Stock (the "Shares")
set forth below, at the exercise price set forth below (the "Exercise Price"),
subject to the terms and conditions of this Agreement. The terms of Optionee's
grant are set forth below:

      Date of Grant:                    June 20, 2005

      Vesting Commencement Date:        June 20, 2005

      Exercise Price per Share:         Closing price of the Company's common
                                        stock on the NASDAQ National Market
                                        System on June 20, 2005

      Total Number of Shares Granted:   80,000

      Term/Expiration Date:             June 20, 2015

      This Option is a nonstatutory stock option and is not intended to qualify
as an incentive stock option within the meaning of Section 422 of the Code.

      3. Exercise and Vesting Schedule. The Shares subject to this Option shall
vest and become exercisable according to the following schedule:

                                       2


      This Option may be exercised, in whole or in part, in accordance with the
following schedule:

      Twenty-five percent (25%) of the Shares subject to this Option shall vest
      twelve (12) months after the Vesting Commencement Date, and
      one-forty-eight (1/48th) of the Shares subject to this Option shall vest
      each month thereafter, subject to the Optionee continuing to be an
      Employee or Consultant on such dates.

      For purposes of this Agreement, Shares subject to this Option shall vest
and become exercisable based on Optionee's Continuous Status as an Employee or
Consultant.

      4. Exercise of Option.

            (a) Right to Exercise.

                  (i) This Option shall be exercisable cumulatively according to
the vesting schedule set out in Section 3 above.

                  (ii) This Option may not be exercised for a fraction of a
Share.

                  (iii) In the event of Optionee's death, retirement, disability
or other termination of Optionee's Continuous Status as an Employee or
Consultant, the exercisability of this Option is governed by Sections 7, 8, 9
and 10 below.

                  (iv) In no event may this Option be exercised after the date
of expiration of the term of this Option as set forth in Section 2 above.

            (b) Method of Exercise. This Option shall be exercisable by delivery
of an exercise notice, in the form attached as Exhibit A (the "Exercise
Notice"), which shall state the election to exercise this Option, the number of
Shares in respect of which this Option is being exercised (the "Exercised
Shares"), and such other representations and agreements as may be required by
the Company. The Exercise Notice shall be completed by Optionee and delivered to
the President, the Chief Financial Officer or Secretary of the Company. The
Exercise Notice shall be accompanied by payment of the aggregate Exercise Price
as to all Exercised Shares, including payment of any applicable withholding tax.
This Option shall be deemed to be exercised upon receipt by the Company of such
fully-executed Exercise Notice accompanied by such aggregate Exercise Price and
payment of any applicable withholding tax, which may be paid by the withholding
of shares otherwise issuable upon exercise having a Fair Market Value equal to
the statutory minimum amount required to be withheld.

      5. Method of Payment. Payment of the aggregate Exercise Price shall be by
any of the following, or a combination thereof, at the election of Optionee:

            (a) cash;

            (b) check;

            (c) consideration received by the Company under a cashless exercise
program implemented by the Company;

                                       3


            (d) surrender of other shares of Common Stock which (i) either have
been owned by Optionee for more than six (6) months on the date of surrender or
were not acquired directly or indirectly, from the Company, and (ii) have a Fair
Market Value on the date of surrender equal to the aggregate Exercise Price of
the Exercised Shares;

            (e) with the consent of the Board, such other consideration and
method of payment for the issuance of Shares to the extent permitted under
applicable law; or

            (f) any combination of the foregoing methods of payment.

      6. Restrictions on Exercise. No Shares shall be issued pursuant to the
exercise of this Option unless such issuance and such exercise comply with all
relevant provisions of law, including, without limitation, the Securities Act of
1933, as amended, the Securities Exchange Act of 1934, as amended, the rules and
regulations promulgated thereunder, and the requirements of the Nasdaq Stock
Market or any stock exchange upon which the Shares may then be listed, and shall
be further subject to the approval of counsel for the Company with respect to
such compliance. Assuming such compliance, for income tax purposes the Exercised
Shares shall be considered transferred to Optionee on the date this Option is
exercised with respect to such Exercised Shares. As a condition to the exercise
of this Option, the Company may require the person exercising this Option to
represent and warrant at the time of any such exercise that the Shares are being
purchased only for investment and without any present intention to sell or
distribute such Shares if, in the opinion of counsel for the Company, such a
representation is required by any of the aforementioned relevant provisions of
law.

      7. Termination of Relationship. In the event of termination of Optionee's
Continuous Status as an Employee or Consultant (as the case may be) (other than
by reason of Optionee's death, retirement or the total and permanent disability
of Optionee as defined in Code Section 22(e)(3)), Optionee may exercise this
Option to the extent this Option was vested at the date on which Optionee's
Continuous Status as an Employee or Consultant terminates, but only within
ninety (90) days from such date (or such other period of time not exceeding six
(6) months, as is determined by the Board) (and in no event later than the
expiration date of the term of this Option as set forth in Section 2). To the
extent that Optionee was not entitled to exercise this Option at the date of
such termination, or if Optionee does not exercise this Option (which Optionee
was entitled to exercise) within the time specified herein, this Option shall
terminate.

      8. Disability of Optionee. In the event of termination of Optionee's
Continuous Status as an Employee or Consultant (as the case may be) as a result
of Optionee's total and permanent disability as defined in Code Section
22(e)(3), Optionee may exercise this Option to the extent the right to exercise
would have accrued had Optionee continued Continuous Status as an Employee or
Consultant for a period of six (6) months following termination of Optionee's
Continuous Status by reason of disability, but only within six (6) months from
such date (and in no event later than the expiration date of the term of this
Option as set forth in Section 2). To the extent that Optionee was not entitled
to exercise this Option in this period, or if Optionee does not exercise this
Option (which Optionee was entitled to exercise) within the time specified
herein, this Option shall terminate.

                                       4


      9. Retirement of Optionee. In the event of termination of Optionee's
Continuous Status as an Employee as a result of such Optionee's retirement from
the Company at age fifty five (55) or greater after having Continuous Status as
an Employee for (5) years or more, Optionee shall fully vest in and have the
right to exercise this Option as to all of the Optioned Stock and Optionee may,
but only within three (3) years from the date of such termination (but in no
event later than the expiration date of the term of this Option as set forth in
Section 2), exercise this Option to the extent Optionee was entitled to exercise
it at the date of such termination. To the extent that Optionee does not
exercise this Option (which Optionee was entitled to exercise) within the time
specified herein, this Option shall terminate.

      10. Death of Optionee. In the event of the death of Optionee:

            (a) During the term of this Option while still an Employee or
Consultant of the Company, so long as Optionee shall have been in Continuous
Status as an Employee or Consultant since the date of grant of this Option, this
Option may be exercised, at any time within six (6) months (but in no event
later than the expiration date of the term of this Option as set forth in
Section 2), by Optionee's estate or by a person who acquired the right to
exercise this Option by bequest or inheritance, but only to the extent that the
right to exercise would have accrued had Optionee continued living and remained
in Continuous Status as an Employee or Consultant six (6) months after the date
of death; or

            (b) Within thirty (30) days after the termination of Optionee's
Continuous Status as an Employee or Consultant, this Option may be exercised, at
any time within six (6) months following the date of death (but in no event
later than the expiration date of the term of this Option as set forth in
Section 2), by Optionee's estate or by a person who acquired the right to
exercise this Option by bequest or inheritance, but only to the extent that the
right to exercise had accrued at the date of termination.

      11. Adjustments Upon Changes in Capitalization, Merger or Asset Sale.

            (a) Changes in Capitalization. Subject to any action by the Company
required by applicable law or regulations or the requirements of the Nasdaq
Stock Market or an established stock exchange on which the Company's securities
are traded, the number and kind of shares of Common Stock (or other securities
or property) covered by this Option, as well as the exercise price per share of
Common Stock (or other securities or property) subject to this Option, shall be
adjusted proportionately to the extent the Board determines that any increase,
decrease or adjustment in the number or kind of issued shares of Common Stock
(or other securities or property), dividend, distribution, stock split, reverse
stock split, stock dividend, combination or reclassification of the Common
Stock, reorganization, merger, consolidation, split-up, repurchase, liquidation,
dissolution, or sale, transfer, exchange or other disposition of all or
substantially all of the assets of the Company, exchange of Common Stock or
other securities of the Company, or other similar corporate transaction or
event, in the Board's sole discretion, affects the Common Stock such that an
adjustment is determined by the Board to be appropriate in order to prevent
dilution or enlargement of the benefits or potential benefits intended to be
made available under this Option. Such adjustment shall be made by the Board,
whose determination in that respect shall be final, binding and conclusive.
Except as expressly provided herein, no issuance by the Company of shares of
stock of any class, or securities

                                       5


convertible into shares of stock of any class, shall affect, and no adjustment
by reason thereof shall be made with respect to, the number or price of shares
of Common Stock subject to this Option.

            (b) Dissolution or Liquidation. In the event of the proposed
dissolution or liquidation of the Company, the Board shall notify Optionee at
least fifteen (15) days prior to such proposed action. To the extent it has not
been previously exercised, this Option shall terminate immediately prior to the
consummation of such proposed action.

            (c) Merger or Asset Sale. In the event of a merger, sale of all or
substantially all of the assets of the Company, tender offer or other
transaction or series of related transactions resulting in a change of ownership
of more than fifty percent (50%) of the voting securities of the Company
("Change in Control") approved by the majority of the members of the Board on
the Board prior to the commencement of such Change in Control, this Option shall
be assumed or an equivalent option or right substituted by the successor
corporation or a Parent or Subsidiary of the successor corporation; provided,
however, in the event that within one year of the date of the completion of the
Change in Control, the successor corporation or a Parent or Subsidiary of the
successor corporation terminates the employment of Optionee without Cause (as
defined below), Optionee shall fully vest in and have the right to exercise the
options assumed or substituted for this Option as to all of the Optioned Stock,
including Shares as to which it would not otherwise be exercisable. In the event
that the successor corporation refuses to assume or substitute for this Option,
Optionee shall fully vest in and have the right to exercise this Option as to
all of the Optioned Stock, including Shares as to which it would not otherwise
be exercisable. If this Option becomes fully vested and exercisable in lieu of
assumption or substitution in the event of a Change of Control, the Board shall
notify Optionee in writing or electronically that this Option shall be fully
vested and exercisable for a period of fifteen (15) days from the date of such
notice, and this Option shall terminate upon the expiration of such period. For
the purposes of this paragraph, this Option shall be considered assumed if,
following the Change of Control, the option confers the right to purchase, for
each Share of Optioned Stock subject to this Option immediately prior to the
Change in Control, the consideration (whether stock, cash, or other securities
or property) received in the Change of Control by holders of Common Stock for
each Share held on the effective date of the transaction (and if holders were
offered a choice of consideration, the type of consideration chosen by the
holders of a majority of the outstanding Shares); provided, however, that if
such consideration received in the Change of Control is not solely common stock
of the successor corporation or its Parent, the Board may, with the consent of
the successor corporation, provide for the consideration to be received upon the
exercise of this Option, for each Share of Optioned Stock subject to this
Option, to be solely common stock of the successor corporation or its Parent
equal in Fair Market Value to the per share consideration received by holders of
Common Stock in the Change of Control. For purposes of this paragraph,
termination shall be for "Cause" in the event of the occurrence of any of the
following: (a) any intentional action or intentional failure to act by Optionee
which was performed in bad faith and to the material detriment of the successor
corporation or its Parent or Subsidiary; (b) Optionee willfully and habitually
neglects the duties of employment; or (c) Optionee is convicted of a felony
crime involving moral turpitude, provided that in the event that any of the
foregoing events is capable of being cured, the successor corporation or its
Parent or Subsidiary shall provide written notice to the employee describing the
nature of such event and Optionee shall thereafter have five (5) business days
to cure such event.

                                       6


      In the event of a Change in Control which is not approved by the majority
of the members of the Board on the Board prior to the commencement of a Change
in Control, Optionee shall fully vest in and have the right to exercise this
Option as to all of the Optioned Stock, including Shares as to which it would
not otherwise be exercisable.

      12. Non-Transferability of Option. This Option may not be transferred in
any manner otherwise than by will or by the laws of descent or distribution and
may be exercised during the lifetime of Optionee only by Optionee. The terms of
this Option shall be binding upon the executors, administrators, heirs,
successors and assigns of Optionee.

      13. Term of Option. This Option may be exercised only within the term set
out in Section 2 and may be exercised during such term only in accordance with
the terms of this Option.

      14. Powers of the Board. The Board shall have the authority, in its
discretion, to interpret this Option; to accelerate or defer (with the consent
of Optionee) the exercise date of this Option; and to make all other
determinations deemed necessary or advisable for the administration of this
Option. Optionee hereby agrees to accept as binding, conclusive and final all
decisions or interpretations of the Board upon any questions arising under this
Option.

      15. Successors and Assigns. Subject to the provisions of Section 11 above,
the Company may assign any of its rights under this Option to single or multiple
assignees, and this Option shall inure to the benefit of the successors and
assigns of the Company. Subject to the restrictions on transfer herein set
forth, this Option shall be binding upon Optionee and his heirs, executors,
administrators, successors and assigns.

      16. Interpretation. Any dispute regarding the interpretation of this
Agreement shall be submitted by Optionee or by the Company forthwith to the
Board, which shall review such dispute at its next regular meeting. The
resolution of such a dispute by the Board shall be final and binding on the
Company and on Optionee.

      17. Notices. Any notice required or permitted hereunder shall be given in
writing and shall be deemed effectively given upon personal delivery or upon
deposit in the United States mail by certified mail, with postage and fees
prepaid, addressed to the other party at its address as shown below beneath its
signature, or to such other address as such party may designate in writing from
time to time to the other party.

      18. Further Instruments. The parties agree to execute such further
instruments and to take such further action as may be reasonably necessary to
carry out the purposes and intent of this Option.

                                       7


      19. Entire Agreement; Governing Law; Severability. This Option and the
exhibit hereto constitute the entire agreement of the parties with respect to
the subject matter hereof and supersede in their entirety all prior undertakings
and agreements of the Company and Optionee with respect to the subject matter
hereof, and may not be modified adversely to the Purchaser's interest except by
means of a writing signed by the Company and Purchaser. This Agreement is
governed by the internal substantive laws, but not the choice of law rules, of
California. Should any provision of this Option be determined by a court of law
to be illegal or unenforceable, the other provisions shall nevertheless remain
effective and shall remain enforceable.

      20. Shareholder Approval Not Required. Rule 4350(i) promulgated by the
National Association of Securities Dealers, Inc. ("NASD") generally requires
shareholder approval for stock option plans or other equity compensation
arrangements adopted by companies whose securities are listed on the Nasdaq
Stock Market pursuant to which options or stock may be acquired by officers,
directors, employees, or consultants of such companies. NASD Rule
4350(i)(1)(A)(iv) provides an exception to this requirement for issuances of
securities to a person not previously an employee or director of the issuer, or
following a bona fide period of non-employment, as an inducement material to the
individual's entering into employment with the issuer, provided such issuances
are approved by either the issuer's compensation committee comprised of a
majority of independent directors or a majority of the issuer's independent
directors. The grant of this Option is made to the Optionee, who has not
previously been an employee or director of the Company, as an inducement
material to the Optionee's entering into employment with the Company, and this
Option has been approved by the Company's compensation committee comprised of a
majority of the Company's independent directors or a majority of the Company's
independent directors. Accordingly, pursuant to NASD Rule 4350(i)(1)(A)(iv), the
issuance of this Option and the Shares issuable upon exercise of this Option are
not subject to the approval of the Company's shareholders.

      21. NO GUARANTEE OF CONTINUED SERVICE. OPTIONEE ACKNOWLEDGES AND AGREES
THAT THE VESTING OF SHARES PURSUANT TO THE VESTING SCHEDULE HEREOF IS EARNED
ONLY BY CONTINUING AS AN EMPLOYEE OR CONSULTANT AT THE WILL OF THE COMPANY (AND
NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED THIS OPTION OR PURCHASING
SHARES HEREUNDER).

            OPTIONEE FURTHER ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT, THE
TRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE SET FORTH HEREIN DO
NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS AN
EMPLOYEE OR CONSULTANT FOR THE VESTING PERIOD, FOR ANY PERIOD, OR AT ALL, AND
SHALL NOT INTERFERE WITH OPTIONEE'S RIGHT OR THE COMPANY'S RIGHT TO TERMINATE
OPTIONEE'S RELATIONSHIP AS AN EMPLOYEE OR CONSULTANT AT ANY TIME, WITH OR
WITHOUT CAUSE.

                            [SIGNATURE PAGE FOLLOWS]

                                       8


            By your signature and the signature of the Company's representative
below, you and the Company agree that this Option is granted under and governed
by the terms of this Agreement. Optionee has reviewed the Option, has had an
opportunity to obtain the advice of counsel prior to executing this Option and
fully understands all provisions of the Option. Optionee further agrees to
notify the Company upon any change in the residence address indicated below.

OPTIONEE:                               NEUROCRINE BIOSCIENCES, INC.

     /s/ Richard Ranieri                By:          /s/ Gary Lyons
_____________________________________      _____________________________________

Name: Richard Ranieri                   Gary Lyons

Date:            6/23/05
     ________________________________   President and Chief Executive Officer

Residence Address:

1375 Oak Ave.
_____________________________________

Los Altos, CA 94024
_____________________________________

                                       9


                                    EXHIBIT A

                          NEUROCRINE BIOSCIENCES, INC.

                                 EXERCISE NOTICE

Neurocrine Biosciences, Inc.
12790 El Camino Real
San Diego, CA 92130

Attention: Secretary

      1. Exercise of Option. Effective as of today, _____________, ____, the
undersigned ("Purchaser") hereby elects to purchase _______ shares (the
"Shares") of the Common Stock of Neurocrine Biosciences, Inc. (the "Company")
under and pursuant to the Employment Commencement Nonstatutory Stock Option
dated ________, 2003 (the "Option Agreement"). The purchase price for the Shares
shall be $__________, as required by the Option Agreement.

      2. Delivery of Payment. Purchaser herewith delivers to the Company the
full purchase price for the Shares.

            Cash Exercise     _______ (Payment Attached)

            Same-Day Sale     _______ (Broker Paid)

            Sell-to-Cover     _______ (Broker Paid)

            Other             _______ (Please Specify: __________________)

      3. Representations of Purchaser. Purchaser acknowledges that Purchaser has
received, read and understood the Option Agreement and agrees to abide by and be
bound by its terms and conditions.

      4. Rights as Stockholder. Until the issuance (as evidenced by the
appropriate entry on the books of the Company or of a duly authorized transfer
agent of the Company) of the Shares, no right to vote or receive dividends or
any other rights as a stockholder shall exist with respect to the Optioned
Stock, notwithstanding the exercise of the Option. The Shares so acquired shall
be issued to Purchaser as soon as practicable after the exercise of the Option.
No adjustment will be made for a dividend or other right for which the record
date is prior to the date of issuance, except as provided in Section 11 of the
Option Agreement.

      5. Tax Consultation. Purchaser understands that Purchaser may suffer
adverse tax consequences as a result of Purchaser's purchase or disposition of
the Shares. Purchaser represents that Purchaser has consulted with any tax
consultants Purchaser deems advisable in



connection with the purchase or disposition of the Shares and that Purchaser is
not relying on the Company for any tax advice.

      6. Entire Agreement; Governing Law. The Option Agreement is incorporated
herein by reference. This Agreement and the Option Agreement constitute the
entire agreement of the parties with respect to the subject matter hereof and
supersede in their entirety all prior undertakings and agreements of the Company
and Purchaser with respect to the subject matter hereof, and may not be modified
adversely to the Purchaser's interest except by means of a writing signed by the
Company and Purchaser. This Agreement is governed by the internal substantive
laws, but not the choice of law rules, of California.

Submitted by:                           Accepted by:

PURCHASER:                              NEUROCRINE BIOSCIENCES, INC.

_____________________________________   By:_____________________________________
Signature

Name:________________________________   Its:____________________________________

Address:                                Address:

_____________________________________   Neurocrine Biosciences, Inc.
_____________________________________   12790 El Camino Real
                                        San Diego, California 92130

                                        Date Received:

                                       2