EMPLOYMENT AGREEMENT

EMPLOYMENT AGREEMENT, dated as of September 1, 2003 by and between NEUROCRINE BIOSCIENCES, INC., 10555 Science Center Drive, San Diego, California 92121 (hereinafter the Company), and Wendell Wierenga, Ph.D. (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. Executives fulltime employment with the Company under this Agreement shall commence as of September 1, 2003 (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 Companys 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 Executive Vice President, Research and Development 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.

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     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 three hundred thousand dollars ($300,000), payable semi-monthly in equal installments in accordance with the Companys 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 Signing Bonus. Executive will receive a signing bonus equal to (i) one hundred thousand dollars ($100,000) or (ii) an equivalent value in Company common stock valued at the closing price of the Companys common stock on the NASDAQ National Market System on the date Executive makes the election, provided however that such date shall not be prior to September 1, 2003 or after October 10, 2003. In the event Executive voluntarily terminates employment with the Company prior to September 1, 2004, Executive will repay the signing bonus to the Company on a prorata basis based on the uncompleted period of employment.

     3.3 Incentive Bonus. In addition to any other bonus Executive shall be awarded by the Companys Board of Directors, the Company shall pay Executive an annual bonus as determined by the Chief Executive Officer and Companys 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. Executives personal goals and the Companys corporate goals will be set forth in writing by Board of Directors within ninety (90) days after the start of the Companys fiscal year. The Chief Executive Officer and Board of Directors shall, in their sole discretion, determine whether Executives personal goals have been obtained. The Board of Directors shall, in its sole discretion, determine whether the corporate goals have been obtained.
 

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