Common use of Agreement Not to Offer or Sell Additional Shares Clause in Contracts

Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th day following the date of the Prospectus (such period being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of the Representatives (which consent may be withheld in their sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any Shares or Related Securities (as defined below); (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position” (as defined in Rule 16a-1(b) under the Exchange Act) of any Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest in any Shares or Related Securities; (iv) in any other way transfer or dispose of any Shares or Related Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any Shares or Related Securities; (vii) submit or file any registration statement under the Securities Act in respect of any Shares or Related Securities (other than as contemplated by this Agreement with respect to the Offered Securities and other than the filing of, or amendment to, one or more registration statements on Form S-8 in respect of any shares issued under or the grant of any award pursuant to an employee benefit plan in effect on the date hereof and that are described in the Registration Statement, the Time of Sale Prospectus and the Prospectus); or (viii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby, (B) issue Shares or options to purchase Shares, or issue Shares upon exercise or conversion of Related Securities, pursuant to any stock option, stock bonus or other stock plan or arrangement or other Related Securities described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, provided that, in the case of options to purchase Shares granted to a director or executive officer of the Company during the Lock-up Period that may become exercisable during the Lock-up Period, such director or executive officers agrees in writing with the Underwriters not to sell, offer, dispose of or otherwise transfer any such options (or Shares issued upon the exercise of such options) during such Lock-up Period without the prior written consent of the Representatives (which consent may be withheld in their sole discretion), (C) issue Shares or Related Securities in an amount up to an aggregate of 5% of the sum of the Company’s fully-diluted shares outstanding as of the date of the Prospectus (including the Firm Shares to be sold by the Company pursuant to this Agreement and the Optional Shares, only to the extent such Optional Shares are issued, and giving effect to the Warrant Shares issuable upon exercise of the Pre-Funded Warrants) in connection with mergers or acquisitions of securities, businesses, property or other assets (including pursuant to any employee benefit plans assumed in connection with such transactions), joint ventures, strategic alliances, partnering arrangements or equipment leasing arrangements), and (D) issue Shares pursuant to the terms of that certain License and Collaboration Agreement, dated as of December 2, 2019, by and between Xenon Pharmaceuticals Inc. and Neurocrine Biosciences, Inc., as amended; provided that, in the case of clause (C) and for the avoidance of doubt, that the Company shall not file any registration statement under the Securities Act in respect of such Shares or Related Securities issued during the Lock-up Period. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Shares.

Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including ending on the 90th 180th day following the date of the Prospectus (such period being referred to herein as the “Lock-up Period”)Prospectus, the Company will not, without the prior written consent of the Representatives (which consent may be withheld in their at the sole discretiondiscretion of the Representatives), directly or indirectly: (i) , sell, offer offer, contract or grant any option to sell, contract to sell or lend any Shares or Related Securities (as defined below); (ii) effect any short salepledge, transfer or establish or increase any an open “put equivalent position” (as defined in or liquidate or decrease a “call equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act) , or liquidate or decrease any “call equivalent position” (as defined in Rule 16a-1(b) under the Exchange Act) of any Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest in any Shares or Related Securities; (iv) in any other way transfer or otherwise dispose of any Shares or Related Securities; transfer (v) or enter into any swaptransaction which is designed to, hedge or similar arrangement might reasonably be expected to, result in the disposition of), or agreement that transfers, in whole or in part, the economic risk of ownership of any Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any Shares or Related Securities; (vii) submit of, or file any registration statement under the Securities Act in respect of, any shares of any Shares Common Stock, options or Related Securities warrants to acquire shares of the Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock (other than as contemplated by this Agreement with respect to the Offered Securities and other than the filing of, or amendment to, one or more registration statements on Form S-8 in respect of any shares issued under or the grant of any award pursuant to an employee benefit plan in effect on the date hereof and that are described in the Registration Statement, the Time of Sale Prospectus and the ProspectusShares); or (viii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (Ai) effect the transactions contemplated herebyfile a registration statement on Form S-8, (Bii) issue Shares shares of its Common Stock or options to purchase Sharesits Common Stock, or issue Shares Common Stock upon exercise or conversion of Related Securitiesoptions, pursuant to any stock option, stock bonus or other stock plan or arrangement or other Related Securities described in the Registration StatementProspectus but only if the holders of such shares, the Time options or shares issued upon exercise of Sale Prospectus and the Prospectussuch options, provided that, in the case of options to purchase Shares granted to a director or executive officer of the Company during the Lock-up Period that may become exercisable during the Lock-up Period, such director or executive officers agrees agree in writing with the Underwriters not to sell, offer, dispose of or otherwise transfer any such shares or options (or Shares issued upon the exercise of such options) during such Lock180-up Period day period without the prior written consent of the Representatives (which consent may be withheld in their at the sole discretiondiscretion of the Representatives), (Ciii) issue Shares shares of Common Stock or Related Securities securities exercisable for Common Stock (in an aggregate amount up not to exceed, on an aggregate of as-exercised basis, if applicable, 5% of the sum Company’s outstanding shares of Common Stock after giving effect to the issuance or sale of the Company’s fullyCommon Stock offered hereby) in connection with a strategic transaction that includes a commercial or development relationship involving the Company (including a partnership, licensing, joint venture or collaboration), or in connection with the acquisition or license by the Company of any business, products or technologies, provided that the Company shall cause each recipient of shares of Common Stock pursuant to such issuance to execute and deliver to the Representatives a “lock-diluted up” agreement substantially in the form of Exhibit C hereto as a condition of such transaction, acquisition or license, or (iv) issue restricted shares outstanding as of its Common Stock upon exercise of any warrants described in the Disclosure Package or the Prospectus, but only if the holders of such shares, options, or shares issued upon exercise of such options or warrants, agree in writing not to sell, offer, dispose of or otherwise transfer any such shares or options during such 180-day period without the prior written consent of the Representatives (which consent may be withheld at the sole discretion of the Representatives). Notwithstanding the foregoing, if (x) during the last 17 days of the 180-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs, or (y) prior to the expiration of the 180-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 180-day period, the restrictions imposed in this clause shall continue to apply until the expiration of the 18-day period beginning on the date of the Prospectus (including issuance of the Firm Shares to be sold by earnings release or the occurrence of the material news or material event. The Company pursuant to this Agreement will provide the Representatives and the Optional Shares, only any co-managers and each individual subject to the extent such Optional Shares are issued, and giving effect to the Warrant Shares issuable upon exercise of the Pre-Funded Warrants) in connection with mergers or acquisitions of securities, businesses, property or other assets (including pursuant to any employee benefit plans assumed in connection with such transactions), joint ventures, strategic alliances, partnering arrangements or equipment leasing arrangements), and (D) issue Shares restricted period pursuant to the terms lockup letters described in Section 5(h) with prior notice of any such announcement that certain License and Collaboration Agreement, dated as of December 2, 2019, by and between Xenon Pharmaceuticals Inc. and Neurocrine Biosciences, Inc., as amended; provided that, in the case of clause (C) and for the avoidance of doubt, that the Company shall not file any registration statement under the Securities Act in respect of such Shares or Related Securities issued during the Lock-up Period. For purposes gives rise to an extension of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Sharesrestricted period.

Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including ending on the 90th day following the date of the Prospectus (such period being referred to herein as the “Lock-up Period”)Prospectus, the Company will not, without the prior written consent of the Representatives (which consent may be withheld in their at the sole discretiondiscretion of the Representatives), directly or indirectly: (i) , sell, offer offer, contract or grant any option to sell, contract to sell or lend any Shares or Related Securities (as defined below); (ii) effect any short salepledge, transfer or establish or increase any an open “put equivalent position” (as defined in or liquidate or decrease a “call equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act) , or liquidate or decrease any “call equivalent position” (as defined in Rule 16a-1(b) under the Exchange Act) of any Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest in any Shares or Related Securities; (iv) in any other way transfer or otherwise dispose of any Shares or Related Securities; transfer (v) or enter into any swaptransaction which is designed to, hedge or similar arrangement might reasonably be expected to, result in the disposition of), or agreement that transfers, in whole or in part, the economic risk of ownership of any Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any Shares or Related Securities; (vii) submit of, or file any registration statement under the Securities Act in respect of, any shares of any Shares Common Stock, options or Related Securities warrants to acquire shares of the Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock (other than as contemplated by this Agreement with respect to the Offered Securities and other than the filing of, or amendment to, one or more registration statements on Form S-8 in respect of any shares issued under or the grant of any award pursuant to an employee benefit plan in effect on the date hereof and that are described in the Registration Statement, the Time of Sale Prospectus and the ProspectusShares); or (viii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby, (B) issue Shares shares of its Common Stock or options to purchase Sharesits Common Stock, or issue Shares Common Stock upon exercise or conversion of Related Securitiesoptions, pursuant to any stock option, stock bonus or other stock plan or arrangement or other Related Securities described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, provided thatbut only if the holders of such shares, in the case options, or shares issued upon exercise of options to purchase Shares granted to a director or executive officer of the Company during the Lock-up Period that may become exercisable during the Lock-up Periodsuch options, such director or executive officers agrees agree in writing with the Underwriters not to sell, offer, dispose of or otherwise transfer any such shares or options (or Shares issued upon the exercise of such options) during such Lock90-up Period day period without the prior written consent of the Representatives (which consent may be withheld in their at the sole discretion), (C) issue Shares or Related Securities in an amount up to an aggregate of 5% discretion of the sum Representatives). Notwithstanding the foregoing, if (x) during the last 17 days of the Company’s fully90-diluted shares outstanding as day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs, or (y) prior to the expiration of the date 90-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Prospectus (including 90-day period, the Firm Shares restrictions imposed in this clause shall continue to be sold by apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. The Company pursuant to this Agreement will provide the Representatives and the Optional Shares, only any co-managers and each individual subject to the extent such Optional Shares are issued, and giving effect to the Warrant Shares issuable upon exercise of the Pre-Funded Warrants) in connection with mergers or acquisitions of securities, businesses, property or other assets (including pursuant to any employee benefit plans assumed in connection with such transactions), joint ventures, strategic alliances, partnering arrangements or equipment leasing arrangements), and (D) issue Shares restricted period pursuant to the terms lockup letters described in Section 5(k) with prior notice of any such announcement that certain License and Collaboration Agreement, dated as of December 2, 2019, by and between Xenon Pharmaceuticals Inc. and Neurocrine Biosciences, Inc., as amended; provided that, in the case of clause (C) and for the avoidance of doubt, that the Company shall not file any registration statement under the Securities Act in respect of such Shares or Related Securities issued during the Lock-up Period. For purposes gives rise to an extension of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Sharesrestricted period.

Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th day ending 90 days following the date of the Prospectus (such period being referred to herein as the same may be extended as described below, the “Lock-up Period”), the Company will not, without the prior written consent of the Representatives Underwriter (which consent may be withheld in their at the sole discretiondiscretion of the Underwriter), directly or indirectly: , sell (i) sellincluding, offer without limitation, any short sale), offer, contract or grant any option to sell, contract to sell or lend any Shares or Related Securities (as defined below); (ii) effect any short salepledge, transfer or establish or increase any an open “put equivalent position” (as defined in within the meaning of Rule 16a-1(h) under the Exchange Act) , or liquidate or decrease any “call equivalent position” (as defined in Rule 16a-1(b) under the Exchange Act) of any Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest in any Shares or Related Securities; (iv) in any other way transfer or otherwise dispose of any Shares or Related Securities; (v) enter into any swaptransfer, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any Shares or Related Securities; (vii) submit of, or file any registration statement under the Securities Act except for a registration statement on Form S-8 relating to the Company’s employee benefit plans in respect of of, any Shares, options, rights or warrants to acquire Shares or Related Securities securities exchangeable or exercisable for or convertible into Shares (other than as contemplated by this Agreement with respect to the Offered Securities and other than the filing of, Shares) or amendment to, one or more registration statements on Form S-8 in respect of any shares issued under or the grant of any award pursuant to an employee benefit plan in effect on the date hereof and that are described in the Registration Statement, the Time of Sale Prospectus and the Prospectus); or (viii) publicly announce the intention to do any of the foregoing; providedother than (i) the issuance of restricted Common Stock, however, that the Company may (A) effect the transactions contemplated hereby, (B) issue Shares restricted stock units or options to purchase Shares, or issue Shares upon exercise or conversion of Related Securities, acquire Common Stock pursuant to any the Company’s employee benefit plans, qualified stock option, stock bonus option plans or other stock plan or arrangement or other Related Securities employee compensation plans as such plans are in existence on the date hereof and described in the Registration Statement, the Time of Sale Prospectus and the Applicable Prospectus, provided that, in (ii) issuances of Common Stock upon the case exercise or settlement of options or restricted stock units disclosed as outstanding in Applicable Prospectus; (iii) the issuance by the Company of up to 2,250,000 shares of Common Stock as consideration for strategic alliances, occurring after the date of this Agreement; provided that each recipient of shares pursuant to this clause (iii) agrees that all such shares remain subject to restrictions substantially similar to those contained in this subsection 3(o); or (iv) the purchase Shares granted or sale of the Company’s securities pursuant to a director plan, contract or executive officer instruction, if any, that satisfies all of the Company requirements of Rule 10b5-1(c)(1)(i)(B) that was in effect prior to the date hereof. Notwithstanding the foregoing, if (x) during the Lock-up Period that may become exercisable during last 17 days of the Lock-up Period, such director the Company issues an earnings release or executive officers agrees material news or a material event relating to the Company occurs or (y) 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 writing with each case the Underwriters not to sell, offer, dispose of or otherwise transfer any such options (or Shares issued upon the exercise of such options) during such Lock-up Period without will be extended until the prior written consent expiration of the Representatives (which consent may be withheld in their sole discretion), (C) issue Shares or Related Securities in an amount up to an aggregate of 5% of the sum of the Company’s fully18-diluted shares outstanding as of day period beginning on the date of the Prospectus issuance of the earnings release or the occurrence of the material news or material event, as applicable, unless the Underwriter waives, in writing, such extension (including which waiver may be withheld at the Firm Shares sole discretion of the Underwriter), except that such extension will not apply if, (i) within three business days prior to be sold the 15th calendar day before the last day of the Lock-up Period, the Company delivers a certificate, signed by the Chief Financial Officer or Chief Executive Officer of the Company, certifying on behalf of the Company pursuant to this Agreement and that (i) the Optional Shares, only to the extent such Optional Shares are issued, and giving effect to the Warrant Shares issuable upon exercise of the Pre-Funded Warrants) “actively traded securities” (as defined in connection with mergers or acquisitions of securities, businesses, property or other assets (including pursuant to any employee benefit plans assumed in connection with such transactionsRegulation M), joint ventures, strategic alliances, partnering arrangements or equipment leasing arrangements), and (Dii) issue Shares pursuant to the terms of that certain License and Collaboration Agreement, dated as of December 2, 2019, by and between Xenon Pharmaceuticals Inc. and Neurocrine Biosciences, Inc., as amended; provided that, in the case of clause (C) and for the avoidance of doubt, that the Company shall not file any registration statement meets the applicable requirements of paragraph (a)(1) of Rule 139 under the Securities Act in respect 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 the Underwriter during the 15 days before or after the last day of the Lock-up Period (before giving effect to such Shares or Related Securities issued during extension). The Company will provide the Underwriter with prior notice of any such announcement that gives rise to an extension of the Lock-up Period. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Shares.

Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th 180th day following the date of the Prospectus (such period being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of the Representatives (which consent may be withheld in their sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any Shares or Related Securities (as defined below); (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position” (as defined in Rule 16a-1(b) under the Exchange Act) of any Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest in any Shares or Related Securities; (iv) in any other way transfer or dispose of any Shares or Related Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any Shares or Related Securities; (vii) submit or file any registration statement under the Securities Act in respect of any Shares or Related Securities (other than as contemplated by this Agreement with respect to the Offered Securities and other than the filing of, Shares or amendment to, one or more except for registration statements on Form S-8 in with respect of to any shares and all Shares or Related Securities to be issued under or the grant of any award pursuant to an any employee benefit plan in effect on the date hereof and that are or compensation plans described in the Registration Statement, the Time of Sale Prospectus and the Prospectus); or (viii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby, (B) issue Shares pursuant to the exercise of warrants outstanding as of the date hereof and described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, (C) issue Shares or options to purchase Shares, or issue Shares upon exercise or conversion of Related Securitiesoptions, pursuant to any stock option, stock bonus or other stock plan or arrangement or other Related Securities described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, provided that, in but only if the case holders of such Shares or options to purchase Shares granted to a director or executive officer of the Company during the Lock-up Period that may become exercisable during the Lock-up Period, such director or executive officers agrees agree in writing with the Underwriters not to sell, offer, dispose of or otherwise transfer any such Shares or options (or Shares issued upon the exercise of such options) during such Lock-up Period without and (D) the prior written consent issuance by the Company of the Representatives (which consent may be withheld in their sole discretion), (C) issue Shares or Related Securities in an amount up to an aggregate of 5% of the sum of the Company’s fully-diluted shares outstanding as of the date of the Prospectus connection with a licensing arrangement, joint venture, acquisition or business combination or other collaboration or strategic transaction (including the Firm Shares to be sold by the Company pursuant to this Agreement and the Optional Shares, only to the extent such Optional Shares are issued, and giving effect to the Warrant Shares issuable upon exercise filing of the Pre-Funded Warrants) in connection with mergers or acquisitions of securities, businesses, property a registration statement on Form S-4 or other assets (including pursuant to any employee benefit plans assumed in connection appropriate form with such transactionsrespect thereto), joint ventures, strategic alliances, partnering arrangements or equipment leasing arrangements), and (D) issue Shares pursuant to the terms of that certain License and Collaboration Agreement, dated as of December 2, 2019, by and between Xenon Pharmaceuticals Inc. and Neurocrine Biosciences, Inc., as amended; provided that, in the case of clause (C) and for the avoidance of doubtD), that the Company shall not file any registration statement under the Securities Act in respect recipients of such Shares or Related Securities agree to be bound by the terms of the lockup letter in the form of Exhibit B hereto and the sum of the aggregate number of Shares or Related Securities so issued during shall not exceed 5% of the Lock-up Periodtotal outstanding Shares. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Shares.

Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including ending on the 90th day following the date of the Prospectus (such period being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of the Representatives (which consent may be withheld in their at the sole discretiondiscretion of the Representatives), directly or indirectly: (i) , sell, offer offer, contract or grant any option to sell, contract to sell or lend any Shares or Related Securities (as defined below); (ii) effect any short salepledge, transfer or establish or increase any an open “put equivalent position” (as defined in or liquidate or decrease a “call equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act) , or liquidate or decrease any “call equivalent position” (as defined in Rule 16a-1(b) under the Exchange Act) of any Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest in any Shares or Related Securities; (iv) in any other way transfer or otherwise dispose of any Shares or Related Securities; transfer (v) or enter into any swaptransaction which is designed to, hedge or similar arrangement might reasonably be expected to, result in the disposition of), or agreement that transfers, in whole or in part, the economic risk of ownership of any Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any Shares or Related Securities; (vii) submit of, or file any registration statement under the Securities Act in respect of, any shares of any Shares Common Stock, options or Related Securities warrants to acquire shares of the Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock (other than as contemplated by this Agreement with respect to the Offered Securities and other than the filing of, or amendment to, one or more registration statements on Form S-8 in respect of any shares issued under or the grant of any award pursuant to an employee benefit plan in effect on the date hereof and that are described in the Registration Statement, the Time of Sale Prospectus and the ProspectusShares); or (viii) publicly announce the intention to do any of the foregoing; provided, however, that (i) the Company may (A) effect the transactions contemplated hereby, (B) file a registration statement on Form S-8 and issue Shares shares of its Common Stock or options to purchase Sharesits Common Stock, other stock awards, or issue Shares Common Stock upon exercise of options or conversion of Related Securitiesother stock awards, pursuant to any stock option, stock bonus or other stock plan or arrangement or other Related Securities described in the Registration Statement, the Time of Sale Prospectus Disclosure Package and the Prospectus, provided that, in (ii) the case Company may file a registration statement on Form S-8 and issue shares of its Common Stock or options to purchase Shares granted its Common Stock, other stock awards, or Common Stock upon exercise of options or other stock awards, pursuant to a director any stock option, stock bonus or executive officer other stock plan or arrangement not described in the Disclosure Package and Prospectus, so long as the aggregate amount of such issuances pursuant to this clause (ii) does not exceed three percent (3.0 %) of the Company’s outstanding capital stock measured as of the Closing Date, including the Shares to be issued and sold hereunder, and (iii) the Company may issue shares of Common Stock or securities exercisable for shares of Common Stock in connection with a strategic partnership, licensing, joint venture, collaboration, lending or other similar arrangements, or in connection with the acquisition or license by the Company of any business, products or technologies, so long as the aggregate amount of such issuances pursuant to this clause (iii) does not exceed ten percent (10.0 %) of the Company’s outstanding capital stock measured as of the Closing Date, including the Shares to be issued and sold hereunder, provided, further, that in each of clause (ii) and (iii), such shares of Common Stock, options, other stock awards or securities exercisable for shares of Common Stock shall not be re-sellable during the Lock-up Period that may become exercisable (including any extension thereof). Notwithstanding the foregoing, if (x) during the Lock-up Period, such director or executive officers agrees in writing with the Underwriters not to sell, offer, dispose of or otherwise transfer any such options (or Shares issued upon the exercise of such options) during such Lock-up Period without the prior written consent last 17 days of the Representatives 90-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs, or (which consent may be withheld in their sole discretion), (Cy) issue Shares or Related Securities in an amount up prior to an aggregate of 5% the expiration of the sum 90-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Company’s fully90-diluted shares outstanding as day period, the restrictions imposed in this clause shall continue to apply until the expiration of the date 18-day period beginning on the issuance of the Prospectus (including earnings release or the Firm Shares to be sold by occurrence of the material news or material event. The Company pursuant to this Agreement will provide the Representatives and the Optional Shares, only each individual subject to the extent such Optional Shares are issued, and giving effect to the Warrant Shares issuable upon exercise of the Pre-Funded Warrants) in connection with mergers or acquisitions of securities, businesses, property or other assets (including pursuant to any employee benefit plans assumed in connection with such transactions), joint ventures, strategic alliances, partnering arrangements or equipment leasing arrangements), and (D) issue Shares restricted period pursuant to the terms lockup letters described in Section 5(i) with prior notice of any such announcement that certain License and Collaboration Agreement, dated as of December 2, 2019, by and between Xenon Pharmaceuticals Inc. and Neurocrine Biosciences, Inc., as amended; provided that, in the case of clause (C) and for the avoidance of doubt, that the Company shall not file any registration statement under the Securities Act in respect of such Shares or Related Securities issued during the Lock-up Period. For purposes gives rise to an extension of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Sharesrestricted period.

Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including ending on the 90th day following the date of the Prospectus (such period being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of the Representatives O▇▇▇▇▇▇▇▇▇▇ (which consent may be withheld in their at the sole discretiondiscretion of O▇▇▇▇▇▇▇▇▇▇), directly or indirectly: (i) , sell, offer to selloffer, contract or grant any option to sell or lend any Shares or Related Securities (as defined below); (ii) effect including, without limitation, any short sale), pledge, lend, transfer or establish or increase any an open “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any a “call equivalent position” (as defined in within the meaning of Rule 16a-1(b) 16a-1 under the Exchange Act) of any Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest in any Shares or Related Securities; (iv) in any other way transfer or dispose of any Shares or Related Securities; (v) enter into any swap, hedge swap or similar other arrangement or agreement that transferstransfers to another, in whole or in part, any of the economic risk consequences of ownership ownership, or otherwise dispose of or transfer (or enter into any Shares transaction which is designed to result in the disposition or Related Securitiestransfer of), any shares of Common Stock, options or warrants to acquire shares of Common Stock, or securities exchangeable or exercisable for or convertible into shares of Common Stock (regardless of whether any such transaction is to be settled in by delivery of any shares of Common Stock or other securities, in cash or otherwise; ) currently or hereafter owned either of record or beneficially (vi) as defined in Rule 13d-3 under the Exchange Act), or publicly announce an intention to do any of the foregoing, or announce the offering of any Shares or Related Securities; (vii) submit of, or file any registration statement under the Securities Act in respect of, any shares of any Shares Common Stock, options or Related Securities warrants to acquire shares of the Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock (other than as contemplated by this Agreement with respect to the Offered Securities and other than the filing of, or amendment to, one or more registration statements on Form S-8 in respect of any shares issued under or the grant of any award pursuant to an employee benefit plan in effect on the date hereof and that are described in the Registration Statement, the Time of Sale Prospectus and the ProspectusShares); or (viii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may foregoing does not apply to (Ai) effect the transactions contemplated hereby, (B) issue Shares or issuance of employee stock options to purchase Shares, or issue Shares upon exercise or conversion of Related Securities, pursuant to any stock option, stock bonus or other stock plan or arrangement or other Related Securities described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, provided that, in the case of options to purchase Shares granted to a director or executive officer of the Company during the Lock-up Period that may become not exercisable during the Lock-up PeriodUp Period pursuant to stock option plans described in the Registration Statement and the Prospectus; (ii) any exercise of warrants or options to acquire shares of Common Stock (including with respect to any “net exercise” provisions thereof) outstanding on the date of this Agreement or the exchange of any securities of the Company for Common Stock; provided, such director or executive officers agrees in writing with the Underwriters not to sellhowever, offer, dispose that any shares of or otherwise transfer any such options (or Shares issued Common Stock received upon the exercise of such options) warrants or exchange of such securities shall not be transferable in any respect during such the Lock-up Period without Up Period; (iii) with the prior written consent of the Representatives (Representative, which consent may be withheld in their sole discretion), (C) issue Shares or Related Securities in an amount up to an aggregate of 5% of the sum of the Company’s fully-diluted shares outstanding as of the date of the Prospectus (including the Firm Shares to be sold by the Company pursuant to this Agreement and the Optional Shares, only to the extent such Optional Shares are issued, and giving effect to the Warrant Shares issuable upon exercise of the Pre-Funded Warrants) in connection with mergers or acquisitions of securities, businesses, property or other assets (including pursuant to any employee benefit plans assumed in connection with such transactions), joint ventures, strategic alliances, partnering arrangements or equipment leasing arrangements), and (D) issue Shares pursuant to the terms of that certain License and Collaboration Agreement, dated as of December 2, 2019, by and between Xenon Pharmaceuticals Inc. and Neurocrine Biosciences, Inc., as amended; provided that, in the case of clause (C) and for the avoidance of doubt, that the Company shall not file any registration statement under be unreasonably withheld or delayed, the Securities Act in respect issuance of such Shares shares of Common Stock or Related Securities issued during the Lock-up Period. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Sharesshares of Common Stock to a bona fide third party as consideration for a business acquisition by the Company or its subsidiaries; provided, that the consideration for such acquisition is primarily non-cash; or (iv) any sale of shares of Common Stock to the Underwriters. Notwithstanding the foregoing, if (x) during the last 17 days of the 90-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs, or (y) prior to acquire other securities the expiration of the 90-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 90-day period, the restrictions imposed in this clause shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or rights ultimately exchangeable the occurrence of the material news or exercisable for, or convertible into, Sharesmaterial event. The Company will provide the Representative and any co-managers and each individual subject to the restricted period pursuant to the lock-up letters described in Section 5(i) with prior notice of any such announcement that gives rise to an extension of the restricted period.

Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through ending on and including the 90th day following earlier to occur of (x) the date sale of all Shares being offered pursuant to this Agreement and (y) the Prospectus termination of this Agreement (such period being referred to herein as the same may be extended as described below, the “Lock-up Period”), the Company will not, without the prior written consent of the Representatives Agent (which consent may be withheld in their at the sole discretiondiscretion of the Agent), sell or otherwise dispose of any shares of its Common Stock (other than the Shares) or securities convertible into or exchangeable for the Company’s Common Stock, warrants or any rights to purchase or acquire, Common Stock during the period commencing on the Trading Day immediately prior to the date on which any Sales Notice is delivered to the Agent hereunder and ending on the fifth Trading Day immediately following the final Settlement Date with respect to Shares sold pursuant to such Sales Notice (or, if the Sales Notice is terminated or suspended prior to the sale of the Shares covered by a Sales Notice, the date of such suspension or termination); and will not directly or indirectly: (i) sell, indirectly in any other “at-the-market” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or lend any Shares or Related Securities (as defined below); (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position” (as defined in Rule 16a-1(b) under the Exchange Act) of any Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest in any Shares or Related Securities; (iv) in any other way transfer or otherwise dispose of any Shares or Related Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk shares of ownership of any Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any Shares or Related Securities; (vii) submit or file any registration statement under the Securities Act in respect of any Shares or Related Securities Common Stock (other than as contemplated by this Agreement with respect the Shares) or securities convertible into or exchangeable for Common Stock, warrants or any rights to the Offered Securities and other than the filing ofpurchase or acquire, or amendment to, one or more registration statements on Form S-8 in respect of any shares issued under or the grant of any award pursuant to an employee benefit plan in effect on the date hereof and that are described in the Registration Statement, the Time of Sale Prospectus and the Prospectus); or (viii) publicly announce the intention to do any of the foregoingCommon Stock; provided, however, that the Company may (A) effect the transactions contemplated hereby, (Bi) issue Shares Common Stock or options to purchase SharesCommon Stock, or issue Shares Common Stock upon exercise or conversion of Related Securitiesoptions, pursuant to any stock option, stock bonus bonus, stock ownership, dividend reinvestment plan or other stock plan or arrangement arrangement, benefits plan or other Related Securities described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, provided that, in the case of options to purchase Shares granted to a employee or director or executive officer plan of the Company whether now in effect or hereafter implemented; (ii) issue securities upon exercise or conversion of any of the Company’s outstanding securities or rights outstanding on the date hereof; (iii) file a registration statement on Form S-8 relating to employee or director stock or benefit plans and (iv) the issue of Common Stock or securities convertible into or exercisable or exchangeable for Common Stock in connection with strategic transactions involving the Company and other entities, including without limitation, joint venture, licensing, collaboration, manufacturing, development, marketing, co-promotion or distribution arrangements. Notwithstanding the foregoing, if (i) during the Lock-up Period that may become exercisable during last 17 days of the Lock-up Period, such director the Company issues an earnings release or executive officers agrees 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 writing with each case the Underwriters not to sell, offer, dispose of or otherwise transfer any such options (or Shares issued upon the exercise of such options) during such Lock-up Period without will be extended until the prior written consent expiration of the Representatives (which consent may be withheld in their sole discretion), (C) issue Shares or Related Securities in an amount up to an aggregate of 5% of the sum of the Company’s fully18-diluted shares outstanding as of day period beginning on the date of the Prospectus issuance of the earnings release or the occurrence of the material news or material event, as applicable, unless the Agent waives, in writing, such extension (including which waiver may be withheld at the Firm Shares sole discretion of the Agent), except that such extension will not apply if, (i) within three business days prior to be sold the 15th calendar day before the last day of the Lock-up Period, the Company delivers a certificate, signed by the Chief Financial Officer or Chief Executive Officer of the Company, certifying on behalf of the Company pursuant to this Agreement and that (i) the Optional Shares, only to the extent such Optional Shares are issued, and giving effect to the Warrant Shares issuable upon exercise of the Pre-Funded Warrants) “actively traded securities” (as defined in connection with mergers or acquisitions of securities, businesses, property or other assets (including pursuant to any employee benefit plans assumed in connection with such transactionsRegulation M), joint ventures, strategic alliances, partnering arrangements or equipment leasing arrangements), and (Dii) issue Shares pursuant to the terms of that certain License and Collaboration Agreement, dated as of December 2, 2019, by and between Xenon Pharmaceuticals Inc. and Neurocrine Biosciences, Inc., as amended; provided that, in the case of clause (C) and for the avoidance of doubt, that the Company shall not file any registration statement meets the applicable requirements of paragraph (a)(1) of Rule 139 under the Securities Act in respect the manner contemplated by FINRA Conduct Rule 2711(f)(4), and (iii) the provisions of FINRA Conduct Rule 2711(f)(4) are not applicable to any research reports relating to the Company published or distributed by the Agent during the 15 days before or after the last day of the Lock-up Period (before giving effect to such Shares or Related Securities issued during extension). The Company will provide the Agent with prior notice of any such announcement that gives rise to an extension of the Lock-up Period. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Shares.

Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th day following the date of the Prospectus (each such period being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of the Representatives Cantor (which consent may be withheld in their its sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any Shares or Related Securities (as defined below); (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position” (as defined in Rule 16a-1(b) under the Exchange Act) of any Shares or Related Securities; , (iii) pledge, hypothecate or grant any security interest in any Shares or Related Securities; , (iv) in any other way transfer or dispose of any Shares or Related Securities; , (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; , (vi) announce the offering of any Shares or Related Securities; , (vii) submit or file any registration statement under the Securities Act in respect of any Shares or Related Securities (other than as contemplated by this Agreement with respect to the Offered Securities and other than the filing ofShares), or amendment to, one or more registration statements on Form S-8 in respect of any shares issued under or the grant of any award pursuant to an employee benefit plan in effect on the date hereof and that are described in the Registration Statement, the Time of Sale Prospectus and the Prospectus); or (viii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby, (B) issue Shares or options to purchase Shares, or issue Shares upon exercise or conversion of Related Securitiesoptions, pursuant to any stock option, stock bonus or other stock plan or arrangement or other Related Securities described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, provided that, in but only if the case holders of such Shares or options to purchase Shares granted to a director or executive officer of the Company during the Lock-up Period that may become exercisable during the Lock-up Period, such director or executive officers agrees agree in writing with the Underwriters not to sell, offer, dispose of or otherwise transfer any such Shares or options (or Shares issued upon the exercise of such options) during such Lock-up Period without the prior written consent of the Representatives Cantor (which consent may be withheld in their its sole discretion), (C) file a registration statement on Form S-8 with respect to any securities issued or issuable pursuant to any stock option, stock bonus or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, (D) assist any stockholder of the Company in the establishment of a trading plan by such stockholder pursuant to Rule 10b5-1 under the Exchange Act for the transfer of shares of Common Stock; provided that such plan does not provide for the transfer of Shares during the Lock-up Period, and the establishment of such plan does not require or otherwise result in any public filing or other public announcement of such plan during such Lock-up Period and such plan is otherwise permitted to be implemented during the Lock-up Period pursuant to the terms of the lock-up agreement between such stockholder and the Underwriters in connection with the offering of the Offered Shares, (E) confidentially submit with the Commission a registration statement under the Securities Act, and amendments thereto, relating to the offer and sale of Shares; provided that no public announcement or filing with any Governmental Authority relating to such filings or the intention to do such filings is made or is required to be made pursuant to any Laws, or (F) issue Shares or Related Securities in connection with an amount up to an aggregate of 5% of the sum of the Company’s fully-diluted shares outstanding as of the date of the Prospectus acquisition or business combination (including the Firm Shares to be sold by the Company pursuant to this Agreement and the Optional Shares, only to the extent such Optional Shares are issued, and giving effect to the Warrant Shares issuable upon exercise filing of the Pre-Funded Warrants) in connection with mergers or acquisitions of securities, businesses, property a registration statement on Form S-4 or other assets (including pursuant to any employee benefit plans assumed in connection appropriate form with such transactionsrespect thereto), joint ventures, strategic alliances, partnering arrangements or equipment leasing arrangements), and (D) issue Shares pursuant to so long as the terms of that certain License and Collaboration Agreement, dated as of December 2, 2019, by and between Xenon Pharmaceuticals Inc. and Neurocrine Biosciences, Inc., as amended; provided that, in the case of clause (C) and for the avoidance of doubt, that the Company shall not file any registration statement under the Securities Act in respect purpose of such Shares or Related Securities issued during the Lock-up Periodissuance is not solely for capital raising. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Shares.

Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including ending on the 90th 180th day following the date of the Prospectus (such period being referred to herein as the “Lock-up Period”)Prospectus, the Company will not, without the prior written consent of the Representatives WSI (which consent may be withheld in their at the sole discretiondiscretion of WSI), directly or indirectly: (i) , sell, offer offer, contract or grant any option to sell, contract to sell or lend any Shares or Related Securities (as defined below); (ii) effect any short salepledge, transfer or establish or increase any an open “put equivalent position” (as defined in or liquidate or decrease a “call equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act) , or liquidate or decrease any “call equivalent position” (as defined in Rule 16a-1(b) under the Exchange Act) of any Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest in any Shares or Related Securities; (iv) in any other way transfer or otherwise dispose of any Shares or Related Securities; transfer (v) or enter into any swaptransaction that is designed to, hedge or similar arrangement might reasonably be expected to, result in the disposition of), or agreement that transfers, in whole or in part, the economic risk of ownership of any Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any Shares or Related Securities; (vii) submit of, or file any registration statement under the Securities Act in respect of any Shares or Related Securities (other than as contemplated by this Agreement with respect to the Offered Securities and other than the filing of, or amendment to, one or more registration statements on Form S-8 in respect of any shares issued under or the grant of any award pursuant to an employee benefit plan in effect on the date hereof and that are described in the Registration Statement, the Time of Sale Prospectus and the Prospectus); or (viii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby, (B) issue Shares or options to purchase Common Shares, or issue Shares upon exercise or conversion of Related Securities, pursuant to any stock option, stock bonus or other stock plan or arrangement or other Related Securities described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, provided that, in the case of options to purchase Shares granted to a director or executive officer of the Company during the Lock-up Period that may become exercisable during the Lock-up Period, such director or executive officers agrees in writing with the Underwriters not to sell, offer, dispose of or otherwise transfer any such options (or Shares issued upon the exercise of such options) during such Lock-up Period without the prior written consent of the Representatives (which consent may be withheld in their sole discretion), (C) issue Shares or Related Securities in an amount up to an aggregate of 5% of the sum of the Company’s fully-diluted shares outstanding as of the date of the Prospectus (including the Firm Shares to be sold by the Company pursuant to this Agreement and the Optional Shares, only to the extent such Optional Shares are issued, and giving effect to the Warrant Shares issuable upon exercise of the Pre-Funded Warrants) in connection with mergers or acquisitions of securities, businesses, property or other assets (including pursuant to any employee benefit plans assumed in connection with such transactions), joint ventures, strategic alliances, partnering arrangements or equipment leasing arrangements), and (D) issue Shares pursuant to the terms of that certain License and Collaboration Agreement, dated as of December 2, 2019, by and between Xenon Pharmaceuticals Inc. and Neurocrine Biosciences, Inc., as amended; provided that, in the case of clause (C) and for the avoidance of doubt, that the Company shall not file any registration statement under the Securities Act in respect of such Shares or Related Securities issued during the Lock-up Period. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Common Shares or any securities exchangeable or exercisable for or convertible into Common Shares, other than (a) the Shares to be sold hereunder, (b) the issuance by the Company of shares of Common Shares upon the conversion of OP Units outstanding on the date hereof of which the Underwriters have been advised in writing, (c) grants of restricted Common Shares or restricted common share units pursuant to acquire other the Company’s 2008 Long-Term Equity Incentive Ownership Plan, provided that such securities will not vest or rights ultimately exchangeable or exercisable forbecome exercisable, as applicable, during the 180-day restricted period without the Representatives’ prior written consent, or convertible into(d) any post-effective amendment to a registration statement on Form S-8 effective on the date hereof; provided, Shareshowever, that prior to the issuance of any of the Company’s securities of pursuant to clause (c) during the restricted period, the recipient of such securities shall sign and deliver a lock-up agreement as described in Section 5(h) below. Notwithstanding the foregoing, if (x) during the last 17 days of the 180-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs, or (y) prior to the expiration of the 180-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 180-day period, the restrictions imposed in this clause shall continue to apply 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. The Company will provide the Representatives and each individual subject to the restricted period pursuant to the lockup letters described in Section 5(h) with prior notice of any such announcement that gives rise to an extension of the restricted period.

Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including ending on the 90th 60th day following the date of the Prospectus (such period being referred to herein as the “Lock-up Period”)Prospectus, the Company will not, without the prior written consent of the Representatives ▇▇▇▇▇ (which consent may be withheld in their at the sole discretiondiscretion of ▇▇▇▇▇), directly or indirectly: (i) , sell, offer offer, contract or grant any option to sell, contract to sell or lend any Shares or Related Securities (as defined below); (ii) effect any short salepledge, transfer or establish or increase any an open “put equivalent position” (as defined in or liquidate or decrease a “call equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act) , or liquidate or decrease any “call equivalent position” (as defined in Rule 16a-1(b) under the Exchange Act) of any Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest in any Shares or Related Securities; (iv) in any other way transfer or otherwise dispose of any Shares or Related Securities; transfer (v) or enter into any swaptransaction that is designed to, hedge or similar arrangement might reasonably be expected to, result in the disposition of), or agreement that transfers, in whole or in part, the economic risk of ownership of any Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any Shares or Related Securities; (vii) submit of, or file any registration statement under the Securities Act in respect of any Shares or Related Securities (other than as contemplated by this Agreement with respect to the Offered Securities and other than the filing of, or amendment to, one or more registration statements on Form S-8 in respect of any shares issued under or the grant of any award pursuant to an employee benefit plan in effect on the date hereof and that are described in the Registration Statement, the Time of Sale Prospectus and the Prospectus); or (viii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby, (B) issue Shares or options to purchase Common Shares, or issue Shares upon exercise or conversion of Related Securities, pursuant to any stock option, stock bonus or other stock plan or arrangement or other Related Securities described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, provided that, in the case of options to purchase Shares granted to a director or executive officer of the Company during the Lock-up Period that may become exercisable during the Lock-up Period, such director or executive officers agrees in writing with the Underwriters not to sell, offer, dispose of or otherwise transfer any such options (or Shares issued upon the exercise of such options) during such Lock-up Period without the prior written consent of the Representatives (which consent may be withheld in their sole discretion), (C) issue Shares or Related Securities in an amount up to an aggregate of 5% of the sum of the Company’s fully-diluted shares outstanding as of the date of the Prospectus (including the Firm Shares to be sold by the Company pursuant to this Agreement and the Optional Shares, only to the extent such Optional Shares are issued, and giving effect to the Warrant Shares issuable upon exercise of the Pre-Funded Warrants) in connection with mergers or acquisitions of securities, businesses, property or other assets (including pursuant to any employee benefit plans assumed in connection with such transactions), joint ventures, strategic alliances, partnering arrangements or equipment leasing arrangements), and (D) issue Shares pursuant to the terms of that certain License and Collaboration Agreement, dated as of December 2, 2019, by and between Xenon Pharmaceuticals Inc. and Neurocrine Biosciences, Inc., as amended; provided that, in the case of clause (C) and for the avoidance of doubt, that the Company shall not file any registration statement under the Securities Act in respect of such Shares or Related Securities issued during the Lock-up Period. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Common Shares or any securities exchangeable or exercisable for or convertible into Common Shares, other than (a) the Shares to be sold hereunder, (b) the filing of a registration statement or prospectus supplement or the issuance by the Company of shares of Common Shares upon the conversion of OP Units outstanding on the date hereof, (c) grants of restricted Common Shares or restricted common share units pursuant to acquire other the Company’s 2008 Long-Term Equity Incentive Ownership Plan, provided that such securities will not vest or rights ultimately exchangeable become exercisable, as applicable, during the 60-day restricted period without the Representatives’ prior written consent, (d) the filing of a registration statement or exercisable forthe issuance of Common Shares pursuant to a dividend reinvestment plan, (e) the issuance of Common Shares or OP Units as consideration for the acquisition of real estate assets, or convertible into(f) any post-effective amendment to a registration statement on Form S-8 effective on the date hereof; provided, Shareshowever, that prior to the issuance of any of the Company’s securities of pursuant to clause (c) during the restricted period, the recipient of such securities shall sign and deliver a lock-up agreement as described in Section 5(h) below. Notwithstanding the foregoing, if (x) during the last 17 days of the 60-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs, or (y) prior to the expiration of the 60-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 60-day period, the restrictions imposed in this clause shall continue to apply 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. The Company will provide the Representatives and each individual subject to the restricted period pursuant to the lockup letters described in Section 5(h) with prior notice of any such announcement that gives rise to an extension of the restricted period.

Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through ending on and including the 90th day following the date of the Prospectus (such period being referred to herein as the same may be extended as described below, the “Lock-up Period”), the Company will not, without the prior written consent of the Representatives Jefferies (which consent may be withheld in their at the sole discretiondiscretion of Jefferies), directly or indirectly: , sell (i) sellincluding, offer without limitation, any short sale), offer, contract or grant any option to sell, contract to sell or lend any Shares or Related Securities (as defined below); (ii) effect any short salepledge, assign, transfer or establish or increase any an open “put equivalent position” (as defined in within the meaning of Rule 16a-1(h) under the Exchange Act) , or liquidate or decrease any “call equivalent position” (as defined in Rule 16a-1(b) under the Exchange Act) of any Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest in any Shares or Related Securities; (iv) in any other way transfer or otherwise dispose of any Shares or Related Securities; (v) enter into any swaptransfer, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any Shares or Related Securities; (vii) submit of, or file any registration statement under the Securities Act in respect of of, any Shares, options, rights or warrants to acquire Shares or Related Securities securities exchangeable or exercisable for or convertible into Shares (other than as contemplated by this Agreement with respect to the Offered Securities and other than the filing of, Shares) or amendment to, one or more registration statements on Form S-8 in respect of any shares issued under or the grant of any award pursuant to an employee benefit plan in effect on the date hereof and that are described in the Registration Statement, the Time of Sale Prospectus and the Prospectus); or (viii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby, (B) issue Shares or options to purchase Shares, or issue Shares upon exercise or conversion of Related Securitiesoptions, pursuant to any employee benefit, stock option, stock bonus or other stock plan or arrangement or other Related Securities described in the Registration StatementProspectus. Notwithstanding the foregoing, the Time of Sale Prospectus and the Prospectus, provided that, in the case of options to purchase Shares granted to a director or executive officer of the Company if (i) during the Lock-up Period that may become exercisable during last 17 days of the Lock-up Period, such director the Company issues an earnings release or executive officers agrees material news or a material event relating to the Company occurs, (ii) enter into any swap, hedge or similar arrangement or agreement that transfers in writing with whole or in part, the Underwriters not to sell, offer, dispose economic risk of or otherwise transfer any such options (or Shares issued upon the exercise of such options) during such Lock-up Period without the prior written consent ownership of the Representatives (which consent may be withheld in their sole discretion), (C) issue Shares or Related Securities in an amount up to an aggregate of 5% of the sum of the Company’s fully-diluted shares outstanding as of the date of the Prospectus (including the Firm Shares to be sold by the Company pursuant to this Agreement and the Optional Shares, only to the extent such Optional Shares are issued, and giving effect to the Warrant Shares issuable upon exercise of the Pre-Funded Warrants) in connection with mergers or acquisitions of securities, businesses, property or other assets (including pursuant to any employee benefit plans assumed in connection with such transactions), joint ventures, strategic alliances, partnering arrangements or equipment leasing arrangements), and (D) issue Shares pursuant to the terms of that certain License and Collaboration Agreement, dated as of December 2, 2019, by and between Xenon Pharmaceuticals Inc. and Neurocrine Biosciences, Inc., as amended; provided that, in the case of clause (C) and for the avoidance of doubt, that the Company shall not file any registration statement under the Securities Act in respect of such Shares or Related Securities issued during the Lock-up Period. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into SharesShares currently or hereafter owned either of record or beneficially by the Company or (iii) 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 Jefferies waives, in writing, such extension (which waiver may be withheld at the sole discretion of Jefferies), except that such extension will not apply if, (i) within three business days prior to acquire other securities the 15th calendar day before the last day of the Lock-up Period, the Company delivers a certificate, signed by the Chief Financial Officer or rights ultimately exchangeable Chief Executive Officer of the Company, certifying on behalf of the Company that (i) the Shares are “actively traded securities” (as defined in Regulation M), (ii) the Company meets the applicable requirements of paragraph (a)(1) of Rule 139 under 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 exercisable for, distributed by the Underwriter during the 15 days before or convertible into, Sharesafter the last day of the Lock-up Period (before giving effect to such extension). The Company will provide the Underwriter with prior notice of any such announcement that gives rise to an extension of the Lock-up Period.

Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including ending on the 90th 180th day following the date of the Prospectus (such period being referred to herein as the “Lock-up Period”)Prospectus, the Company will not, without the prior written consent of the Representatives BAS (which consent may be withheld in their at the sole discretiondiscretion of BAS), directly or indirectly: (i) , sell, offer offer, contract or grant any option to sell, contract to sell or lend any Shares or Related Securities (as defined below); (ii) effect any short salepledge, transfer or establish or increase any an open “put equivalent position” (as defined in or liquidate or decrease a “call equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act) , or liquidate or decrease any “call equivalent position” (as defined in Rule 16a-1(b) under the Exchange Act) of any Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest in any Shares or Related Securities; (iv) in any other way transfer or otherwise dispose of any Shares or Related Securities; transfer (v) or enter into any swaptransaction which is designed to, hedge or similar arrangement might reasonably be expected to, result in the disposition of), or agreement that transfers, in whole or in part, the economic risk of ownership of any Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any Shares or Related Securities; (vii) submit of, or file any registration statement under the Securities Act in respect of, any shares of any Shares Common Stock, options or Related Securities warrants to acquire shares of the Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock (other than as contemplated by this Agreement with respect to the Offered Securities and other than the filing of, or amendment to, one or more registration statements on Form S-8 in respect of any shares issued under or the grant of any award pursuant to an employee benefit plan in effect on the date hereof and that are described in the Registration Statement, the Time of Sale Prospectus and the ProspectusShares); or (viii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby, (B) issue Shares shares of its Common Stock or options to purchase Sharesits Common Stock, or issue Shares Common Stock upon exercise or conversion of Related Securitiesoptions, pursuant to any stock option, stock bonus or other stock plan or arrangement or other Related Securities described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, provided thatbut only if the holders of such shares, in the case options, or shares issued upon exercise of options to purchase Shares granted to a director or executive officer of the Company during the Lock-up Period that may become exercisable during the Lock-up Periodsuch options, such director or executive officers agrees agree in writing with the Underwriters not to sell, offer, dispose of or otherwise transfer any such shares or options (or Shares issued upon the exercise of such options) during such Lock180-up Period day period without the prior written consent of the Representatives BAS (which consent may be withheld in their at the sole discretion), (C) issue Shares or Related Securities in an amount up to an aggregate of 5% discretion of the sum BAS). Notwithstanding the foregoing, if (x) during the last 17 days of the Company’s fully180-diluted shares outstanding as day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs, or (y) prior to the expiration of the date 180-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Prospectus (including 180-day period, the Firm Shares restrictions imposed in this clause shall continue to be sold by apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. The Company pursuant to this Agreement will provide the Representative and the Optional Shares, only any co-managers and each individual subject to the extent such Optional Shares are issued, and giving effect to the Warrant Shares issuable upon exercise of the Pre-Funded Warrants) in connection with mergers or acquisitions of securities, businesses, property or other assets (including pursuant to any employee benefit plans assumed in connection with such transactions), joint ventures, strategic alliances, partnering arrangements or equipment leasing arrangements), and (D) issue Shares restricted period pursuant to the terms lockup letters described in Section 5(h) with prior notice of any such announcement that certain License and Collaboration Agreement, dated as of December 2, 2019, by and between Xenon Pharmaceuticals Inc. and Neurocrine Biosciences, Inc., as amended; provided that, in the case of clause (C) and for the avoidance of doubt, that the Company shall not file any registration statement under the Securities Act in respect of such Shares or Related Securities issued during the Lock-up Period. For purposes gives rise to an extension of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Sharesrestricted period.

Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including ending on the 90th 60th day following the date of the Prospectus (such period being referred to herein as the “Lock-up Period”)Prospectus, neither the Company will notnor the Operating Partnership will, without the prior written consent of the Representatives BAS (which consent may be withheld in their at the sole discretiondiscretion of BAS), directly or indirectly: (i) , issue, sell, offer offer, contract or grant any option to sell, contract to sell or lend any Shares or Related Securities (as defined below); (ii) effect any short salepledge, transfer or establish or increase any an open “put equivalent position” (as defined in or liquidate or decrease a “call equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act) , or liquidate or decrease any “call equivalent position” (as defined in Rule 16a-1(b) under the Exchange Act) of any Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest in any Shares or Related Securities; (iv) in any other way transfer or otherwise dispose of any Shares or Related Securities; transfer (v) or enter into any swaptransaction which is designed to, hedge or similar arrangement might reasonably be expected to, result in the disposition of), or agreement that transfers, in whole or in part, the economic risk of ownership of any Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any Shares or Related Securities; (vii) submit of, or file any registration statement under the Securities Act in respect of, any shares of any Shares Common Stock or Related Securities Common Units, options or warrants to acquire shares of the Common Stock or Common Units or securities exchangeable or exercisable for or convertible into shares of Common Stock (other than the issuance and sale of the Shares to the Underwriters and the issuance of Common Units to the Company in return for the Company’s contribution to the Operating Partnership of the net proceeds received from the Underwriters for the sale of the Shares as contemplated by this Agreement with respect to the Offered Securities and other than the filing of, or amendment to, one or more registration statements on Form S-8 in respect of any shares issued under or the grant of any award pursuant to an employee benefit plan in effect on the date hereof and that are described in the Registration Statement, the Time of Sale Prospectus and the ProspectusAgreement); or (viii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby, (B) issue Shares shares of its Common Stock or options to purchase Sharesits Common Stock, or issue Shares Common Stock upon exercise or conversion of Related Securitiesoptions, pursuant to any stock option, stock bonus or other stock plan or arrangement or other Related Securities described in the Registration StatementProspectus or issue Common Stock upon the redemption of Common Units pursuant to the Partnership Agreement, but only if the Time holders of Sale Prospectus and the Prospectussuch shares, provided thatoptions, in the case or shares issued upon exercise of such options to purchase Shares granted to a director or executive officer redemption of the Company during the Lock-up Period that may become exercisable during the Lock-up Periodsuch Common Units, such director or executive officers agrees agree in writing with the Underwriters not to sell, offer, dispose of or otherwise transfer any such shares or options (or Shares issued upon the exercise of such options) during such Lock60-up Period day restricted period (as the same may be extended as described below) without the prior written consent of the Representatives BAS (which consent may be withheld in their at the sole discretion), (C) issue Shares or Related Securities in an amount up to an aggregate of 5% discretion of the sum of BAS); provided, further, that the Company’s fully-diluted shares outstanding as of the date of the Prospectus (including the Firm Shares to be sold by the Company pursuant to this Agreement and the Optional Shares, only to the extent such Optional Shares are issued, and giving effect to the Warrant Shares issuable upon exercise of the Pre-Funded Warrants) Operating Partnership may issue Common Units in connection with mergers an acquisition of real property so long as (A) the Common Units are issued directly to the entity or acquisitions of securities, businesses, property the securityholders or other assets (including pursuant to any employee benefit plans assumed in connection with equity owners of the applicable entity from which such transactions), joint ventures, strategic alliances, partnering arrangements or equipment leasing arrangements)real property is acquired, and (DB) issue Shares the recipients of such Common Units agree in writing not to sell, offer, dispose of or otherwise transfer any shares of Common Stock issuable upon redemption of such Common Units during the 60-day restricted period (as the same may be extended as described below) without the prior written consent of BAS (which consent may be withheld at the sole discretion of the BAS). Notwithstanding the foregoing, if (x) during the last 17 days of the 60-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs, or (y) prior to the expiration of the 60-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 60-day restricted period, the restrictions imposed in this paragraph (o) shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. The Company and the Operating Partnership will provide the Representatives and each individual subject to the restricted period pursuant to the terms lockup letters described in Section 5(h) with prior notice of any such announcement that certain License and Collaboration Agreement, dated as of December 2, 2019, by and between Xenon Pharmaceuticals Inc. and Neurocrine Biosciences, Inc., as amended; provided that, in the case of clause (C) and for the avoidance of doubt, that the Company shall not file any registration statement under the Securities Act in respect of such Shares or Related Securities issued during the Lock-up Period. For purposes gives rise to an extension of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Sharesrestricted period.

Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th day following the date of the Prospectus (such period being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of the Representatives Jefferies and RBC (which consent may be withheld in their sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any Shares or Related Securities (as defined below); (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position” (as defined in Rule 16a-1(b) under the Exchange Act) of any Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest in any Shares or Related Securities; (iv) in any other way transfer or dispose of any Shares or Related Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any Shares or Related Securities; (vii) submit or file any registration statement under the Securities Act in respect of any Shares or Related Securities (other than as contemplated by this Agreement with respect to the Offered Securities Shares and other than the filing of, or amendment to, one or more filings of Form S-8 registration statements on Form S-8 in respect of any shares issued under or the grant of any award pursuant relating to an employee benefit plan in effect on the date hereof and that are described in the Registration StatementCompany Stock Plans), the Time of Sale Prospectus and the Prospectus); or (viii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby, (B) issue Shares or options to purchase Shares, or issue Shares upon exercise of options, or conversion of Related Securities, grant other equity awards pursuant to any stock optionCompany Stock Plan, stock bonus or other stock plan or arrangement or other Related Securities (C) issue Shares upon the exercise of warrants described as outstanding in the Registration Statement, the Time of Sale Prospectus and the Prospectus, provided that, or (D) issue Carveout Shares (as defined herein) not exceeding in the case of options aggregate, after giving effect to purchase Shares granted to a director or executive officer of the Company during the Lock-up Period that may become exercisable during the Lock-up Period, such director or executive officers agrees in writing with the Underwriters not to sell, offer, dispose of or otherwise transfer any such options issuance, that number of shares equal to five percent (or Shares issued upon the exercise of such options5%) during such Lock-up Period without the prior written consent of the Representatives (which consent may be withheld in their sole discretion), (C) issue Shares or Related Securities in an amount up to an aggregate of 5% of the sum of the Company’s fully-diluted shares outstanding as of the date of the Prospectus (including the Firm Shares to be sold by the Company pursuant to this Agreement and the Optional Shares, only to the extent such Optional Shares are issued, and giving effect to the Warrant Shares issuable upon exercise of the Pre-Funded Warrants) in connection with mergers or acquisitions of securities, businesses, property or other assets (including pursuant to any employee benefit plans assumed in connection with such transactions), joint ventures, strategic alliances, partnering arrangements or equipment leasing arrangements), and (D) issue Shares pursuant to the terms of that certain License and Collaboration Agreement, dated as of December 2, 2019, by and between Xenon Pharmaceuticals Inc. and Neurocrine Biosciences, Inc., as amended; provided that, in the case of clause (C) and for the avoidance of doubt, that the Company shall not file any registration statement under cause each recipient of Carveout Shares to execute and deliver to the Securities Act in respect of such Shares or Related Securities issued during the LockRepresentatives a lock-up Periodagreement substantially in the form of Exhibit D hereto for the balance of the 90-day restricted period. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Shares; and “Carveout Shares” shall mean Shares issued in connection with mergers or acquisitions of business, entities, property or other assets, joint ventures or strategic alliances.

Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th day following the date of the Prospectus (such period being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of the Representatives (which consent may be withheld in their sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any Shares or Related Securities (as defined below); (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position” (as defined in Rule 16a-1(b) under the Exchange Act) of any Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest in any Shares or Related Securities; (iv) in any other way transfer or dispose of any Shares or Related Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any Shares or Related Securities; (vii) submit or file any registration statement under the Securities Act in respect of any Shares or Related Securities (other than as contemplated by this Agreement with respect to the Offered Securities and other than the filing of, Shares or amendment to, one or more except for registration statements on Form S-8 in with respect of to any shares and all Shares or Related Securities to be issued under or the grant of any award pursuant to an any employee benefit plan in effect on the date hereof and that are or compensation plans described in the Registration Statement, the Time of Sale Prospectus and the Prospectus); or (viii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby, (B) issue Shares or options to purchase Shares, or issue Shares upon exercise or conversion of Related Securitiesoptions, pursuant to any stock option, stock bonus or other stock plan or arrangement or other Related Securities described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, provided that, in but only if the case holders of such Shares or options to purchase Shares granted to a director or executive officer of the Company during the Lock-up Period that may become exercisable during the Lock-up Period, such director or executive officers agrees agree in writing with the Underwriters not to sell, offer, dispose of or otherwise transfer any such Shares or options (or Shares issued upon the exercise of such options) during such Lock-up Period without the prior written consent of the Representatives (which consent may be withheld in their sole discretion), and (C) issue Shares or Related Securities in an amount up to an aggregate of 5% of the sum of the Company’s fully-diluted shares outstanding as of the date of the Prospectus connection with a licensing arrangement, joint venture, acquisition or business combination or other collaboration or strategic transaction (including the Firm Shares to be sold by the Company pursuant to this Agreement and the Optional Shares, only to the extent such Optional Shares are issued, and giving effect to the Warrant Shares issuable upon exercise filing of the Pre-Funded Warrants) in connection with mergers or acquisitions of securities, businesses, property a registration statement on Form S-4 or other assets (including pursuant to any employee benefit plans assumed in connection appropriate form with such transactionsrespect thereto), joint ventures, strategic alliances, partnering arrangements or equipment leasing arrangements), and (D) issue Shares pursuant to the terms of that certain License and Collaboration Agreement, dated as of December 2, 2019, by and between Xenon Pharmaceuticals Inc. and Neurocrine Biosciences, Inc., as amended; provided that, in the case of clause (C) and for the avoidance of doubt), that the Company shall not file any registration statement under the Securities Act in respect recipients of such Shares or Related Securities agree to be bound by the terms of the lockup letter in the form of Exhibit B hereto and the sum of the aggregate number of Shares or Related Securities so issued during shall not exceed 5% of the Lock-up Periodtotal outstanding Shares. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Shares.

Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th 180th day following the date of the Prospectus (such period being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of the Representatives (which consent may be withheld in their sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any Shares or Related Securities (as defined below); (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position” (as defined in Rule 16a-1(b) under the Exchange Act) of any Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest in any Shares or Related Securities; (iv) in any other way transfer or dispose of any Shares or Related Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any Shares or Related Securities; (vii) submit or file any registration statement under the Securities Act in respect of any Shares or Related Securities (other than as contemplated by this Agreement with respect to the Offered Securities Shares and other than the filing of, or amendment to, of one or more registration statements on Form S-8 in respect of any shares issued under or the grant of any award pursuant to an employee benefit plan in effect on the date hereof and that are described in the Registration Statement, the Time of Sale Prospectus, the Prospectus and the Canadian Prospectus); or (viii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby, (B) issue Shares or options to purchase Shares, or issue Shares upon exercise or conversion of Related Securities, pursuant to any stock option, stock bonus or other stock plan or arrangement or other Related Securities described in the Registration Statement, the Time of Sale Prospectus, the Prospectus and the Canadian Prospectus, provided that, in but only if the case recipients of options to purchase Shares granted to a director or executive officer of the Company during the Lock-up Period that may become exercisable during the Lock-up Period, such director or executive officers agrees in writing with the Underwriters not to sell, offer, dispose of or otherwise transfer any such options (or Shares issued upon the exercise of such options) during such Lock-up Period without the prior written consent of the Representatives (which consent may be withheld in their sole discretion), (C) issue Shares or Related Securities in an amount up to an aggregate of 5% of the sum of the Company’s fully-diluted shares outstanding as of the date of the Prospectus (including the Firm Shares to be sold by the Company pursuant to this Agreement and the Optional Shares, only to the extent such Optional Shares are issued, and giving effect to the Warrant Shares issuable upon exercise of the Pre-Funded Warrants) in connection with mergers or acquisitions of securities, businesses, property or other assets (including pursuant to any employee benefit plans assumed in connection with such transactions), joint ventures, strategic alliances, partnering arrangements or equipment leasing arrangements), and (D) issue Shares pursuant to the terms of that certain License and Collaboration Agreement, dated as of December 2, 2019, by and between Xenon Pharmaceuticals Inc. and Neurocrine Biosciences, Inc., as amended; provided that, in the case of clause (C) and for the avoidance of doubt, that the Company shall not file any registration statement under the Securities Act in respect of such Shares or Related Securities issued during the Lock-up Period. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Shares.the

Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th day following the date of the Prospectus (such period period, being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of the Representatives Jefferies (which consent may be withheld in their its sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any Shares or Related Securities (as defined below); (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position” (as defined in Rule 16a-1(b) under the Exchange Act) of any Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest in any Shares or Related Securities; (iv) in any other way transfer or dispose of any Shares or Related Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any Shares or Related Securities; (vii) submit or file any registration statement under the Securities Act in respect of any Shares or Related Securities (other than as contemplated by this Agreement with respect to the Offered Securities and other than the filing of, or amendment to, one or more registration statements on Form S-8 in respect of any shares issued under or the grant of any award pursuant to an employee benefit plan in effect on the date hereof and that are described in the Registration Statement, the Time of Sale Prospectus and the ProspectusShares); or (viii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby, (B) issue Shares or options to purchase Shares, or issue Shares upon exercise or conversion of Related Securitiesoptions, pursuant to any stock option, stock bonus or other stock plan or arrangement or other Related Securities described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, provided that, in the case of options to purchase Shares granted to a director or executive officer of the Company during the Lock-up Period that may become exercisable during the Lock-up Period, such director or executive officers agrees in writing with the Underwriters not to sell, offer, dispose of or otherwise transfer any such options (or Shares issued upon the exercise of such options) during such Lock-up Period without the prior written consent of the Representatives (which consent may be withheld in their sole discretion), (C) issue Shares or Related Securities in an amount up to an aggregate of 5% of the sum of the Company’s fully-diluted shares outstanding as of the date of the Prospectus (including the Firm Shares to be sold by the Company pursuant to this Agreement and the Optional Shares, only to the extent such Optional Shares are issued, and giving effect to the Warrant Shares issuable upon exercise of the Pre-Funded Warrants) in connection file a registration statement on Form S-8 with mergers or acquisitions of securities, businesses, property or other assets (including pursuant respect to any employee benefit plans assumed in connection with such transactions), joint ventures, strategic alliances, partnering arrangements or equipment leasing arrangements), and (D) issue Shares pursuant to the terms of that certain License and Collaboration Agreement, dated as of December 2, 2019, by and between Xenon Pharmaceuticals Inc. and Neurocrine Biosciences, Inc., as amended; provided that, in the case of clause (C) and for the avoidance of doubt, that the Company shall not file any registration statement under the Securities Act in respect of such Shares or Related Securities issued during the Lock-up Period. For purposes of the foregoingor issuable pursuant to any stock option, “Related Securities” shall mean any options or warrants stock bonus, or other rights to acquire Shares stock plan or any securities exchangeable or exercisable for or convertible into Sharesarrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, or inducement grants made to acquire other securities newly hired employees in compliance with Nasdaq rules, (D) issue and sell shares pursuant to any existing or rights ultimately exchangeable or exercisable for, or convertible into, Shares.future at-the-market sales agreement following the earlier to occur of (x) the Underwriters’ exercise in full of their option to purchase the Optional Shares as set forth in Section

Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including ending on the 90th 30th day following the date of the Prospectus (such period being referred to herein as the “Lock-up Period”)Prospectus, the Company will not, without the prior written consent of the Representatives Representative (which consent may be withheld in their at the sole discretiondiscretion of the Representative), directly or indirectly: (i) , sell, offer offer, contract or grant any option to sell, contract to sell or lend any Shares or Related Securities (as defined below); (ii) effect any short salepledge, transfer or establish or increase any an open “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any a “call equivalent position” (as defined in within the meaning of Rule 16a-1(b16a-1(h) under of the Exchange Act) of any Shares Act Regulations, or Related Securities; (iii) pledge, hypothecate or grant any security interest in any Shares or Related Securities; (iv) in any other way transfer or otherwise dispose of any Shares or Related Securities; transfer (v) or enter into any swaptransaction that is designed to, hedge or similar arrangement might reasonably be expected to, result in the disposition of), or agreement that transfers, in whole or in part, the economic risk of ownership of any Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any Shares or Related Securities; (vii) submit of, or file any registration statement under the Securities Act in respect of, any Common Shares, options or warrants to acquire shares of any the Common Shares or Related Securities securities exchangeable or exercisable for or convertible into Common Shares (other than as contemplated by this Agreement with respect to the Offered Securities and other than Shares). Notwithstanding the filing offoregoing, if (x) during the last 17 days of the 30-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs, or amendment to(y) prior to the expiration of the 30-day restricted period, one or more registration statements the Company announces that it will release earnings results during the 16-day period beginning on Form S-8 the last day of the 30-day period, the restrictions imposed in respect this clause shall continue to apply until the expiration of any shares issued under or the grant of any award pursuant to an employee benefit plan in effect 18-day period beginning on the date hereof and that are described in the Registration Statement, the Time of Sale Prospectus and the Prospectus); or (viii) publicly announce the intention to do any of the foregoingissuance of the earnings release or the occurrence of the material news or material event; provided, however, that such extension of the 30-day restricted period shall not apply if, (i) at the expiration of the 30-day restricted period, the Common Shares are “actively traded securities” (as defined in Regulation M) and (ii) the Company may meets the applicable requirements of paragraph (Aa)(1) effect of Rule 139 under the transactions contemplated hereby, (B) issue Shares or options to purchase Shares, or issue Shares upon exercise or conversion of Related Securities, pursuant to any stock option, stock bonus or other stock plan or arrangement or other Related Securities described 1933 Act in the Registration Statement, the Time of Sale Prospectus and the Prospectus, provided that, in the case of options to purchase Shares granted to a director or executive officer manner contemplated by Rule 2711(f)(4) of the former NASD Manual. The Company during will provide the LockRepresentative and any co-up Period that may become exercisable during the Lock-up Period, such director or executive officers agrees in writing with the Underwriters not to sell, offer, dispose of or otherwise transfer any such options (or Shares issued upon the exercise of such options) during such Lock-up Period without the prior written consent of the Representatives (which consent may be withheld in their sole discretion), (C) issue Shares or Related Securities in an amount up to an aggregate of 5% of the sum of the Company’s fully-diluted shares outstanding as of the date of the Prospectus (including the Firm Shares to be sold by the Company pursuant to this Agreement managers and the Optional Shares, only each individual subject to the extent such Optional Shares are issued, and giving effect to the Warrant Shares issuable upon exercise of the Pre-Funded Warrants) in connection with mergers or acquisitions of securities, businesses, property or other assets (including pursuant to any employee benefit plans assumed in connection with such transactions), joint ventures, strategic alliances, partnering arrangements or equipment leasing arrangements), and (D) issue Shares restricted period pursuant to the terms lockup letters described in Section 5(g) with prior notice of any such announcement that certain License and Collaboration Agreement, dated as of December 2, 2019, by and between Xenon Pharmaceuticals Inc. and Neurocrine Biosciences, Inc., as amended; provided that, in the case of clause (C) and for the avoidance of doubt, that the Company shall not file any registration statement under the Securities Act in respect of such Shares or Related Securities issued during the Lock-up Period. For purposes gives rise to an extension of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Sharesrestricted period.

Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including ending on the 90th 30th day following the date of the Prospectus (such period being referred to herein as the “Lock-up Period”)Prospectus, the Company will not, without the prior written consent of the Representatives (which consent may be withheld in their at the sole discretiondiscretion of the Representatives), directly or indirectly: (i) , sell, offer offer, contract or grant any option to sell, contract to sell or lend any Shares or Related Securities (as defined below); (ii) effect any short salepledge, transfer or establish or increase any an open “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any a “call equivalent position” (as defined in within the meaning of Rule 16a-1(b16a-1(h) under of the Exchange Act) of any Shares Act Regulations, or Related Securities; (iii) pledge, hypothecate or grant any security interest in any Shares or Related Securities; (iv) in any other way transfer or otherwise dispose of any Shares or Related Securities; transfer (v) or enter into any swaptransaction that is designed to, hedge or similar arrangement might reasonably be expected to, result in the disposition of), or agreement that transfers, in whole or in part, the economic risk of ownership of any Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any Shares or Related Securities; (vii) submit of, or file any registration statement under the Securities Act in respect of, any Common Shares, options or warrants to acquire shares of any the Common Shares or Related Securities securities exchangeable or exercisable for or convertible into Common Shares (other than as contemplated by this Agreement with respect to the Offered Securities and other than Shares). Notwithstanding the filing offoregoing, if (x) during the last 17 days of the 30-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs, or amendment to(y) prior to the expiration of the 30-day restricted period, one or more registration statements the Company announces that it will release earnings results during the 16-day period beginning on Form S-8 the last day of the 30-day period, the restrictions imposed in respect this clause shall continue to apply until the expiration of any shares issued under or the grant of any award pursuant to an employee benefit plan in effect 18-day period beginning on the date hereof and that are described in the Registration Statement, the Time of Sale Prospectus and the Prospectus); or (viii) publicly announce the intention to do any of the foregoingissuance of the earnings release or the occurrence of the material news or material event; provided, however, that such extension of the 30-day restricted period shall not apply if, (i) at the expiration of the 30-day restricted period, the Common Shares are “actively traded securities” (as defined in Regulation M) and (ii) the Company may meets the applicable requirements of paragraph (Aa)(1) effect of Rule 139 under the transactions contemplated hereby, (B) issue Shares or options to purchase Shares, or issue Shares upon exercise or conversion of Related Securities, pursuant to any stock option, stock bonus or other stock plan or arrangement or other Related Securities described 1933 Act in the Registration Statement, the Time of Sale Prospectus and the Prospectus, provided that, in the case of options to purchase Shares granted to a director or executive officer manner contemplated by Rule 2711(f)(4) of the former NASD Manual. The Company during the Lock-up Period that may become exercisable during the Lock-up Period, such director or executive officers agrees in writing with the Underwriters not to sell, offer, dispose of or otherwise transfer any such options (or Shares issued upon the exercise of such options) during such Lock-up Period without the prior written consent of will provide the Representatives (which consent may be withheld in their sole discretion), (C) issue Shares or Related Securities in an amount up to an aggregate of 5% of the sum of the Company’s fully-diluted shares outstanding as of the date of the Prospectus (including the Firm Shares to be sold by the Company pursuant to this Agreement and the Optional Shares, only each individual subject to the extent such Optional Shares are issued, and giving effect to the Warrant Shares issuable upon exercise of the Pre-Funded Warrants) in connection with mergers or acquisitions of securities, businesses, property or other assets (including pursuant to any employee benefit plans assumed in connection with such transactions), joint ventures, strategic alliances, partnering arrangements or equipment leasing arrangements), and (D) issue Shares restricted period pursuant to the terms lockup letters described in Section 6(i) with prior notice of any such announcement that certain License and Collaboration Agreement, dated as of December 2, 2019, by and between Xenon Pharmaceuticals Inc. and Neurocrine Biosciences, Inc., as amended; provided that, in the case of clause (C) and for the avoidance of doubt, that the Company shall not file any registration statement under the Securities Act in respect of such Shares or Related Securities issued during the Lock-up Period. For purposes gives rise to an extension of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Sharesrestricted period.

Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th 180th day following the date of the Prospectus (such period being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of the Representatives Representative (which consent may be withheld in their its sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any Shares or Related Securities (as defined below); (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position” (as defined in Rule 16a-1(b) under the Exchange Act) of any Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest in any Shares or Related Securities; (iv) in any other way transfer or dispose of any Shares or Related Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any Shares or Related Securities; (vii) submit or file any registration statement under the Securities Act in respect of any Shares or Related Securities (other than as contemplated by this Agreement with respect to the Offered Securities and other than the filing of, Shares or amendment to, one or more except for registration statements on Form S-8 in with respect of to any shares and all Shares or Related Securities to be issued under or the grant of any award pursuant to an any employee benefit plan in effect on the date hereof and that are or compensation plans described in the Registration Statement, the Time of Sale Prospectus and the Prospectus); or (viii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby, ; (B) issue Shares or options to purchase Shares, or issue Shares upon exercise or conversion of Related Securitiesoptions, pursuant to any stock option, stock bonus or other stock plan or arrangement or other Related Securities described in the Registration Statement, the Time of Sale Prospectus and the Prospectus; and (C) issue Shares or Related Securities in connection with a licensing arrangement, joint venture, acquisition or business combination or other collaboration or strategic transaction (including the filing of a registration statement on Form S-4 or other appropriate form with respect thereto); provided that, in the case of options to purchase clauses (B) and (C) recipients of such Shares granted to a director or executive officer of the Company during the Lock-up Period that may become exercisable during the Lock-up Period, such director or executive officers agrees Related Shares agree in writing with the Underwriters not to sell, offer, dispose of or otherwise transfer any such Shares or options (or Shares issued upon the exercise of such options) during such Lock-up Period without the prior written consent of the Representatives Representative (which consent may be withheld in their its sole discretion), (C) issue Shares or Related Securities in an amount up to an aggregate of 5% of the sum of the Company’s fully-diluted shares outstanding as of the date of the Prospectus (including the Firm Shares to be sold by the Company pursuant to this Agreement and the Optional Shares, only to the extent such Optional Shares are issued, and giving effect to the Warrant Shares issuable upon exercise of the Pre-Funded Warrants) in connection with mergers or acquisitions of securities, businesses, property or other assets (including pursuant to any employee benefit plans assumed in connection with such transactions), joint ventures, strategic alliances, partnering arrangements or equipment leasing arrangements), and (D) issue Shares pursuant to the terms of that certain License and Collaboration Agreement, dated as of December 2, 2019, by and between Xenon Pharmaceuticals Inc. and Neurocrine Biosciences, Inc., as amended; provided thatand, in the case of clause (C) and for ), the avoidance sum of doubt, that the Company shall not file any registration statement under the Securities Act in respect aggregate number of such Shares or Related Securities so issued during shall not exceed 5% of the Lock-up Periodtotal outstanding Shares. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Shares.

Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th day following the date of the Prospectus (such period being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of the Representatives (which consent may be withheld in their its sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any Shares or Related Securities (as defined below); (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position” (as defined in Rule 16a-1(b) under the Exchange Act) of any Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest in any Shares or Related Securities; (iv) in any other way transfer or dispose of any Shares or Related Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any Shares or Related Securities; (vii) submit or file any registration statement under the Securities Act in respect of any Shares or Related Securities (other than as contemplated by this Agreement with respect to the Offered Securities and other than the filing of, or amendment to, one or more registration statements on Form S-8 in respect of any shares issued under or the grant of any award pursuant to an employee benefit plan in effect on the date hereof and that are described in the Registration Statement, the Time of Sale Prospectus and the ProspectusShares); or (viii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby, (B) issue Shares or Shares, options to purchase SharesShares or restricted stock units, or issue Shares upon exercise or conversion of Related Securitiesoptions, pursuant to any stock option, stock bonus or other stock plan or arrangement or other Related Securities described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, provided that, that the recipients thereof provide to the Representatives a signed Lock-Up Agreement in the case form of options to purchase Shares granted to a director or executive officer of the Company during the Lock-up Period that may become exercisable during the Lock-up Period, such director or executive officers agrees in writing with the Underwriters not to sell, offer, dispose of or otherwise transfer any such options (or Shares issued upon the exercise of such options) during such Lock-up Period without the prior written consent of the Representatives (which consent may be withheld in their sole discretion)Exhibit A hereto, (C) issues Shares pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options, in each case outstanding on the date hereof, and (D) issue Shares in connection with any joint venture, commercial or Related Securities in an amount up to an aggregate of 5% of collaborative relationship or the sum of the Company’s fully-diluted shares outstanding as of the date of the Prospectus (including the Firm Shares to be sold acquisition or license by the Company pursuant to this Agreement and the Optional Shares, only to the extent such Optional Shares are issued, and giving effect to the Warrant Shares issuable upon exercise or any of its subsidiaries of the Pre-Funded Warrants) in connection with mergers or acquisitions of securities, businesses, property or other assets (including of another person or entity or pursuant to any employee benefit plans plan assumed by the Company in connection with any such transactions)acquisition; provided, joint ventureshowever, strategic alliances, partnering arrangements or equipment leasing arrangements), and (D) issue Shares pursuant to the terms of that certain License and Collaboration Agreement, dated as of December 2, 2019, by and between Xenon Pharmaceuticals Inc. and Neurocrine Biosciences, Inc., as amended; provided that, in the case of clause (CD), (x) and for the avoidance of doubt, that the Company such Shares shall not file any registration statement under in the Securities Act in respect aggregate exceed 10% of such the Company’s outstanding shares of common stock on a fully diluted basis after giving effect to the sale of the Offered Shares or Related Securities issued during contemplated by this Agreement, and (y) the recipients thereof provide to the Representatives a signed Lock-up PeriodUp Agreement in the form of Exhibit A hereto. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Shares.

Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th 60th day following the date of the Prospectus (such period period, as extended as described below, and as modified solely with respect to clause (E) below, being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of the Representatives (which consent may be withheld in their sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any Shares or Related Securities (as defined below); (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position” (as defined in Rule 16a-1(b) under the Exchange Act) of any Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest in any Shares or Related Securitiesin; (iv) in any other way transfer or dispose of any Shares or Related Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any Shares or Related Securities; (vii) submit or file any registration statement under the Securities Act in respect of any Shares or Related Securities (other than as contemplated by this Agreement with respect to the Offered Securities and other than the filing of, or amendment to, one or more registration statements on Form S-8 in respect of any shares issued under or the grant of any award pursuant to an employee benefit plan in effect on the date hereof and that are described in the Registration Statement, the Time of Sale Prospectus and the ProspectusShares); or (viii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby, (B) issue Shares or options to purchase Shares, or issue Shares upon exercise or conversion of Related Securitiesoptions, pursuant to any stock option, stock bonus or other stock plan or arrangement or other Related Securities described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, provided that, in the case of options to purchase Shares granted to a director or executive officer of the Company during the Lock-up Period that may become exercisable during the Lock-up Period, such director or executive officers agrees in writing with the Underwriters not to sell, offer, dispose of or otherwise transfer any such options (or Shares issued upon the exercise of such options) during such Lock-up Period without the prior written consent of the Representatives (which consent may be withheld in their sole discretion), (C) issue Shares or Related Securities in an amount up to an aggregate of 5% of the sum of the Company’s fully-diluted shares outstanding as of the date of the Prospectus (including the Firm Shares to be sold by the Company pursuant to this Agreement and the Optional Shares, only to the extent such Optional Shares are issued, and giving effect to the Warrant Shares issuable upon exercise of the Pre-Funded Warrants) in connection with mergers or acquisitions of securities, businesses, property or other assets (including pursuant to any employee benefit plans assumed in connection with such transactions), joint ventures, strategic alliances, partnering arrangements or equipment leasing arrangements), and (D) issue Shares pursuant to the terms of that certain License and Collaboration Agreement, dated as of December 2, 2019, by and between Xenon Pharmaceuticals Inc. and Neurocrine Biosciences, Inc., as amended; provided that, in the case of clause (C) and for the avoidance of doubt, that the Company shall not file any registration statement under the Securities Act in respect of such Shares or Related Securities issued during the Lock-up Period. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Shares.stock

Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th day following the date of the Prospectus (such period being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of the Representatives Representative (which consent may be withheld in their its sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any Shares or Related Securities (as defined below); (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position” (as defined in Rule 16a-1(b) under the Exchange Act) of any Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest in any Shares or Related Securities; (iv) in any other way transfer or dispose of any Shares or Related Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any Shares or Related Securities; (vii) submit or file any registration statement under the Securities Act in respect of any Shares or Related Securities (other than as contemplated by this Agreement with respect to the Offered Securities and other than the filing of, Shares or amendment to, one or more except for registration statements on Form S-8 in with respect of to any shares and all Shares or Related Securities to be issued under or the grant of any award pursuant to an any employee benefit plan in effect on the date hereof and that are or compensation plans described in the Registration Statement, the Time of Sale Prospectus and the Prospectus); or (viii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby, ; (B) issue Shares or options to purchase Shares, or issue Shares upon exercise of options or conversion of Related Securitieswarrants, pursuant to any stock option, stock bonus or other stock plan or arrangement or other Related Securities warrants described in the Registration Statement, the Time of Sale Prospectus and the Prospectus; and (C) issue Shares or Related Securities in connection with a licensing arrangement, joint venture, acquisition or business combination or other collaboration or strategic transaction (including the filing of a registration statement on Form S-4 or other appropriate form with respect thereto); provided that, in the case of options to purchase clauses (B) and (C) recipients of such Shares granted to a director or executive officer of the Company during the Lock-up Period that may become exercisable during the Lock-up Period, such director or executive officers agrees Related Shares agree in writing with the Underwriters not to sell, offer, dispose of or otherwise transfer any such Shares or options (or Shares issued upon the exercise of such options) during such Lock-up Period without the prior written consent of the Representatives Representative (which consent may be withheld in their its sole discretion), (C) issue Shares or Related Securities in an amount up to an aggregate of 5% of the sum of the Company’s fully-diluted shares outstanding as of the date of the Prospectus (including the Firm Shares to be sold by the Company pursuant to this Agreement and the Optional Shares, only to the extent such Optional Shares are issued, and giving effect to the Warrant Shares issuable upon exercise of the Pre-Funded Warrants) in connection with mergers or acquisitions of securities, businesses, property or other assets (including pursuant to any employee benefit plans assumed in connection with such transactions), joint ventures, strategic alliances, partnering arrangements or equipment leasing arrangements), and (D) issue Shares pursuant to the terms of that certain License and Collaboration Agreement, dated as of December 2, 2019, by and between Xenon Pharmaceuticals Inc. and Neurocrine Biosciences, Inc., as amended; provided thatand, in the case of clause (C) and for ), the avoidance sum of doubt, that the Company shall not file any registration statement under the Securities Act in respect aggregate number of such Shares or Related Securities so issued during shall not exceed 5% of the Lock-up Periodtotal outstanding Shares. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Shares.

Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th 45th day following the date of the Prospectus (such period period, as extended as described below, being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of the Representatives J▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and BofA Securities, Inc. (“BofA”) (which consent may be withheld in their sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any Shares or Related Securities (as defined below); (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position” (as defined in Rule 16a-1(b) under the Exchange Act) of any Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest in any Shares or Related Securities; (iv) in any other way transfer or dispose of any Shares or Related Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any Shares or Related Securities; (vii) submit or publicly file any registration statement under the Securities Act in respect of any Shares or Related Securities (other than as contemplated by this Agreement with respect to the Offered Securities and other than Shares) (and, for the avoidance of doubt, a confidential submission of such registration statement with the Commission or FINRA shall not constitute a public filing of, or amendment to, one or more registration statements on Form S-8 in respect of any shares issued under or during the grant of any award pursuant to an employee benefit plan in effect on the date hereof and that are described in the Registration Statement, the Time of Sale Prospectus and the ProspectusLock-up Period); or (viii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby, (B) issue any Shares of the Company issued upon the exercise of options or options to purchase Sharesany equity awards, or issue Shares upon exercise or conversion of Related Securitiesin each case, pursuant to any stock option, stock bonus or other stock plan or arrangement or other Related Securities described granted under Company Stock Plans that are disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus, provided that(C) file a Registration Statement on Form S-8 relating to a Company Stock Plan, inducement award or employee stock purchase plan that is disclosed in the case Registration Statement, the Time of options to purchase Shares granted to a director Sale Prospectus and Prospectus or executive officer of the Company during the Lock-up Period that may become exercisable during the Lock-up Periodany assumed employee benefit plan contemplated by clause (E), such director or executive officers agrees in writing with the Underwriters not to sell, offer, dispose of or otherwise transfer any such options (or D) issue Shares issued upon the exercise exercise, conversion or exchange of such options) during such Lock-up Period without the prior written consent securities of the Representatives (which consent may be withheld in their sole discretion), (C) issue Shares or Related Securities in an amount up to an aggregate of 5% of the sum of the Company’s fully-diluted shares Company outstanding as of the date of this Agreement and disclosed in the Registration Statement, the Time of Sale Prospectus or the Prospectus and (including E) (i) issue Shares in connection with the Firm transactions contemplated by the Merger Agreement (as defined in the Registration Statement) and (ii) issue up to an aggregate amount not to exceed 5.0% of the total number of Shares to be sold outstanding on the date hereof, issued by the Company pursuant to this Agreement and the Optional Shares, only to the extent such Optional Shares are issued, and giving effect to the Warrant Shares issuable upon exercise of the Pre-Funded Warrants) in connection with mergers other mergers, acquisitions or commercial or strategic transactions (including, without limitation, entry into joint ventures, marketing or distribution agreements or collaboration agreements or acquisitions of securitiestechnology, businesses, assets or intellectual property or other assets (including pursuant to any employee benefit plans assumed in connection with such transactionslicenses), joint ventures, strategic alliances, partnering arrangements or equipment leasing arrangements), and (D) issue Shares pursuant to the terms of that certain License and Collaboration Agreement, dated as of December 2, 2019, by and between Xenon Pharmaceuticals Inc. and Neurocrine Biosciences, Inc., as amended; provided that, in the case of clause (C) and for the avoidance of doubtE)(ii), that the Company shall not file any registration statement under the Securities Act in respect of such Shares or Related Securities issued during the Lockcause each recipient to execute a lock-up Periodagreement for the Restricted Period in the form of Exhibit A hereto. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Shares.

Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th day following the date of the Prospectus (such period being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of the Representatives (which consent may be withheld in their sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any Shares or Related Securities (as defined below); (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position” (as defined in Rule 16a-1(b) under the Exchange Act) of any Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest in any Shares or Related Securities; (iv) in any other way transfer or dispose of any Shares or Related Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any Shares or Related Securities; (vii) submit or file any registration statement under the Securities Act in respect of any Shares or Related Securities (other than as contemplated by this Agreement with respect to the Offered Securities and other than the filing of, or amendment to, one or more registration statements on Form S-8 in respect of any shares issued under or the grant of any award pursuant to an employee benefit plan in effect on the date hereof and that are described in the Registration Statement, the Time of Sale Prospectus and the ProspectusShares); or (viii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby, (B) issue Shares Shares, restricted stock units or options to purchase Shares, or issue Shares upon exercise or conversion of Related Securitiesoptions, pursuant to any stock option, stock bonus or other stock plan or arrangement or other Related Securities described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, provided that, that the recipients thereof provide to the Representatives a signed Lock-Up Agreement in the case form of options to purchase Shares granted to a director or executive officer of the Company during the Lock-up Period that may become exercisable during the Lock-up Period, such director or executive officers agrees in writing with the Underwriters not to sell, offer, dispose of or otherwise transfer any such options (or Shares issued upon the exercise of such options) during such Lock-up Period without the prior written consent of the Representatives (which consent may be withheld in their sole discretion)Exhibit C hereto, (C) issue Shares pursuant to the conversion or Related Securities exchange of convertible or exchangeable securities or the exercise of warrants or options, in an amount up to an aggregate of 5% of the sum of the Company’s fully-diluted shares each case outstanding as of on the date hereof, (D) file a registration statement on Form S-8 to register Shares issuable pursuant to the terms of a stock option, stock bonus or other stock plan or arrangement described in the Registration Statement, Time of Sale Prospectus and the Prospectus and (including E) issue Shares in connection with any joint venture, commercial or collaborative relationship or the Firm Shares to be sold acquisition or license by the Company pursuant to this Agreement and the Optional Shares, only to the extent such Optional Shares are issued, and giving effect to the Warrant Shares issuable upon exercise of the Pre-Funded Warrants) in connection with mergers or acquisitions of securities, businesses, property or other assets (including of another person or entity or pursuant to any employee benefit plans plan assumed by the Company in connection with any such transactions)acquisition; provided, joint ventureshowever, strategic alliances, partnering arrangements or equipment leasing arrangements), and (D) issue Shares pursuant to the terms of that certain License and Collaboration Agreement, dated as of December 2, 2019, by and between Xenon Pharmaceuticals Inc. and Neurocrine Biosciences, Inc., as amended; provided that, in the case of clause (CE), (x) and for the avoidance sum of doubt, that the aggregate number of shares of common stock of the Company so issued shall not file any registration statement under the Securities Act in respect of such Shares or Related Securities issued during the Lock-up Period. For purposes exceed ten percent (10%) of the foregoing, “Related Securities” shall mean any options or warrants or other rights total outstanding shares of common stock of the Company immediately following the completion of this offering of Offered Securities and (y) the recipients thereof provide to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Shares.the Representatives a signed

Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th day following the date of the Prospectus (such period being referred to herein period, as the same may be extended as described below, the “Lock-up Period”), the Company will not, without the prior written consent of the Representatives (which consent may be withheld in their sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any Shares or Related Securities (as defined below); (ii) effect any short sale, sale or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position” position “ (as defined in Rule 16a-1(b) under the Exchange Act) of with respect to any Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest in any Shares or Related Securities; (iv) in any other way transfer or dispose of any Shares or Related Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any Shares or Related Securities; (vii) submit or file any registration statement under the Securities Act in respect of any Shares or Related Securities (other than (a) as contemplated by this Agreement with respect to the Offered Securities and other than the filing of, Shares or amendment to, one or more (b) pursuant to a registration statements statement on Form S-8 in respect of any shares issued under or the grant of any award pursuant to an for employee benefit plan in effect on the date hereof and that are described in the Registration Statement, the Time of Sale Prospectus and the Prospectusplans); or (viii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (Ai) effect the transactions contemplated herebysell Shares hereunder, (Bii) issue Shares (including restricted stock or restricted stock units) or options to purchase Shares, or (iii) issue Shares upon exercise of options or conversion warrants, or (iv) issue Shares in an aggregate amount of not more than 5% of the Shares outstanding at the First Closing Date, or Related SecuritiesSecurities exercisable or exchangeable for or convertible into, a number of Shares, in aggregate, not more than 5% of the Shares outstanding at the First Closing Date, pursuant to one or more strategic collaborations, licensing transactions or business, product or technology acquisitions (but excluding transactions principally of a financing nature); provided, however, that any such issuances under clauses (ii) or (iii) above shall be pursuant to a stock option, stock bonus or other stock plan or other compensatory arrangement or other Related Securities described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, provided that, in the case and additionally that any such issuance under clause (ii) above shall consist only of options to purchase Shares granted to a director or executive officer of the Company during the Lock-up Period that may become exercisable not transferrable during the Lock-up Period, such director or executive officers agrees restricted stock units that do not settle in writing with Shares or Related Securities that are transferrable during the Underwriters Lock-up Period, or options not to sell, offer, dispose of or otherwise transfer any such options (or Shares issued upon exercisable during the exercise of such options) during such Lock-up Period without the prior written consent of the Representatives (which consent may be withheld in their sole discretion), (C) issue Shares or Related Securities in an amount up to an aggregate of 5% of the sum of the Company’s fully-diluted shares outstanding as of the date of the Prospectus (including the Firm Shares to be sold by the Company pursuant to this Agreement and the Optional Shares, only to the extent such Optional Shares are issued, and giving effect to the Warrant Shares issuable upon exercise of the Pre-Funded Warrants) in connection with mergers or acquisitions of securities, businesses, property or other assets (including pursuant to any employee benefit plans assumed in connection with such transactions), joint ventures, strategic alliances, partnering arrangements or equipment leasing arrangements), and (Db) issue Shares pursuant to the terms of that certain License and Collaboration Agreement, dated as of December 2, 2019, by and between Xenon Pharmaceuticals Inc. and Neurocrine Biosciences, Inc., as amended; provided that, in the case of any such issuances under clause (Civ) and for above shall be conditioned upon the avoidance of doubt, that the Company shall not file any registration statement under the Securities Act in respect execution by each recipient of such Shares or Related Securities issued of a lock-up agreement with the Underwriters prohibiting transfers during the remainder of the Lock-up PeriodUp Period in a form satisfactory to the Representatives. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Shares. If (i) during the last 17 days of the 90-day initial lock-up period, the Company issues an earnings release or discloses material news or a material event relating to the Company occurs, or (ii) prior to the expiration of such period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of such 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 disclosure of the material news or occurrence of the material event, as applicable, unless the Representatives waive, in writing, such extension (which waiver may be withheld in their sole discretion, except that such extension will not apply during any period subsequent to the delivery by the Company of a certificate, signed by the Chief Financial Officer or Chief Executive Officer of the Company, certifying on behalf of the Company that (i) the Shares are an “actively traded security” (as defined in Regulation M), (ii) the Company meets the applicable requirements of Rule 139 under the Securities Act in the manner contemplated by FINRA Rule 2711(f)(4), and (iii) the provisions of FINRA 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). The Company will provide the Representatives with prior notice of any such announcement that gives rise to an extension of the Lock-up Period.

Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th day following the date of the Prospectus (such period being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of the Representatives Representative (which consent may be withheld in their sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any Shares or Related Securities (as defined below); (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position” (as defined in Rule 16a-1(b) under the Exchange Act) of any Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest in any Shares or Related Securities; (iv) in any other way transfer or dispose of any Shares or Related Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any Shares or Related Securities (other than as contemplated by this Agreement with respect to the Securities); (vii) submit or file any registration statement under the Securities Act in respect of any Shares or Related Securities (other than as contemplated by this Agreement with respect to the Offered Securities and other than Securities); (viii) effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the filing of, or amendment to, one or more registration statements on Form S-8 in respect of any shares issued under or the grant of any award pursuant to an employee benefit plan in effect on the date hereof and that are described in the Registration Statement, the Time of Sale Prospectus and the Prospectus)outstanding Shares; or (viiiix) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby, (B) issue Shares Shares, restricted stock awards, restricted stock units, or options to purchase Shares, or issue Shares upon exercise or conversion of Related Securitiesoptions, pursuant to any stock option, stock bonus or other stock plan or arrangement or other Related Securities described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, provided thator pursuant to any qualifying inducement award under Nasdaq rules, in the case of options or issue warrants to purchase Shares granted in exchange for or upon conversion of outstanding warrants to a director purchase preferred shares, or executive officer issue Shares upon conversion of outstanding preferred shares, but only if the Company during holders of such Shares, options, warrants or preferred shares (as the Lock-up Period that case may become exercisable during the Lock-up Period, such director or executive officers agrees be) agree in writing with the Underwriters not to sell, offer, dispose of or otherwise transfer any such Shares or options (or Shares issued upon the exercise of such options) during such Lock-up Period without the prior written consent of the Representatives Representative (which consent may be withheld in their sole discretion)) or provide the Representative a signed Lock-Up Agreement substantially in the form of Schedule F hereto, (C) file one or more registration statements on Form S-8 with respect to any Shares or Related Securities issued or issuable pursuant to any stock option, stock bonus, or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus or the Prospectus, or pursuant to any qualifying inducement award under Nasdaq rules, (D) issue Shares in connection with the acquisition or license by the Company of the securities, business, property, technology or other assets of another person or business entity or pursuant to any employee benefit plan assumed by the Company in connection with any such acquisition; (E) issue Shares or Related Securities in Securities, or enter into an amount up agreement to an aggregate of 5% of the sum of the Company’s fully-diluted shares outstanding as of the date of the Prospectus (including the Firm issue Shares to be sold by the Company pursuant to this Agreement and the Optional Sharesor Related Securities, only to the extent such Optional Shares are issued, and giving effect to the Warrant Shares issuable upon exercise of the Pre-Funded Warrants) in connection with mergers or acquisitions of securitiesany merger, businessesjoint venture, property strategic alliance, commercial or other assets (including pursuant to any employee benefit plans assumed in connection with such transactions), joint ventures, strategic alliances, partnering arrangements or equipment leasing arrangements), and (D) issue Shares pursuant to the terms of that certain License and Collaboration Agreement, dated as of December 2, 2019, by and between Xenon Pharmaceuticals Inc. and Neurocrine Biosciences, Inc., as amendedcollaborative transaction; provided that, in the case of clause immediately preceding clauses (CD) and (E), (x) the aggregate number of Shares issued or underlying such Related Securities issued in connection with all such acquisitions and other transactions does not exceed 5% of the number of Shares outstanding on a fully diluted basis after giving effect to the consummation of the offering of the Securities pursuant to this Agreement and (y) the recipients of the Shares or Related Securities agrees in writing to be bound by the same terms described in the lock-up agreement attached for the remainder of the Lock-Up Period; and (F) assist any stockholder of the Company in the establishment of a trading plan by such stockholder pursuant to Rule 10b5-1 under the Exchange Act for the transfer of Shares, provided that such plan does not provide for the transfer of Shares during the Lock-Up Period, and the establishment of such plan does not require or otherwise result in any public filings or other public announcement of such plan during such Lock-Up Period and such plan is otherwise permitted to be implemented during the Lock-up Period pursuant to the terms of the Lock-Up Agreement between such stockholder and the Underwriters in connection with the offering of the Securities. For the avoidance of doubt, that the Company shall not file issue any registration statement under Shares pursuant to that certain Equity Distribution Agreement, dated November 13, 2023, by and between the Securities Act in respect of such Shares or Related Securities issued Company and ▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. during the Lock-up Period. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Shares.

Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including ending on the 90th 60th day following the date of the Prospectus (such period being referred to herein as the “Lock-up Period”)Prospectus, the Company will not, without the prior written consent of the Representatives (which consent may be withheld in their at the sole discretiondiscretion of the Representatives), directly or indirectly: (i) , sell, offer offer, contract or grant any option to sell, contract to sell or lend any Shares or Related Securities (as defined below); (ii) effect any short salepledge, transfer or establish or increase any an open “put equivalent position” (as defined in or liquidate or decrease a “call equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act) , or liquidate or decrease any “call equivalent position” (as defined in Rule 16a-1(b) under the Exchange Act) of any Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest in any Shares or Related Securities; (iv) in any other way transfer or otherwise dispose of any Shares or Related Securities; transfer (v) or enter into any swaptransaction which is designed to, hedge or similar arrangement might reasonably be expected to, result in the disposition of), or agreement that transfers, in whole or in part, the economic risk of ownership of any Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any Shares or Related Securities; (vii) submit of, or file any registration statement under the Securities Act in respect of, any shares of any Shares Common Stock, options or Related Securities warrants to acquire shares of the Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock (other than as contemplated by this Agreement with respect to the Offered Securities and other than the filing of, or amendment to, one or more registration statements on Form S-8 in respect of any shares issued under or the grant of any award pursuant to an employee benefit plan in effect on the date hereof and that are described in the Registration Statement, the Time of Sale Prospectus and the ProspectusShares); or (viii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby, (B) issue Shares shares of its Common Stock or options to purchase Sharesits Common Stock, or issue Shares Common Stock upon exercise or conversion of Related Securitiesoptions, pursuant to any stock option, stock bonus or other stock plan or arrangement or other Related Securities described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, provided thatbut only if the holders of such shares, in the case options, or shares issued upon exercise of options to purchase Shares granted to a director or executive officer of the Company during the Lock-up Period that may become exercisable during the Lock-up Periodsuch options, such director or executive officers agrees agree in writing with the Underwriters not to sell, offer, dispose of or otherwise transfer any such shares or options (or Shares issued upon the exercise of such options) during such Lock60-up Period day period without the prior written consent of the Representatives (which consent may be withheld at the sole discretion of the Representatives) and provided, further, that nothing in their sole discretionthis subsection (n) shall prohibit the Company from (i) issuing up to 114,106 shares of Common Stock upon exercise of outstanding stock options under the Company’s stock option plans, (ii) issuing shares of Common Stock upon reinvestment of dividends under the Company’s Dividend Reinvestment and Stock Purchase Plan (the “DRSPP”), (Ciii) issue Shares filing a universal shelf registration statement on Form S-3 the (“Shelf”) with the Commission, provided that no prospectus supplement may be filed by the Company under the Shelf with the Commission during the 60-day restricted period other than a prospectus supplement to register the offer and sale of future shares under the DRSPP or Related Securities (iv) in an amount up the event that the Company does not meet the requirements for filing a registration statement on Form S-3 during the 60-day restricted period, filing a Form S-1 solely to an aggregate register the offer and sale of 5% future shares under the DRSPP. Notwithstanding the foregoing, if (i) during the last 17 days of the sum 60-day restricted 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 Company’s fully60-diluted shares outstanding as day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 60-day period, the restrictions imposed in this clause shall continue to apply until the expiration of the 18-day period beginning on the date of the Prospectus (including issuance of the Firm Shares to be sold by earnings release or the occurrence of the material news or material event. The Company pursuant to this Agreement will provide the Representatives and the Optional Shares, only any co-managers and each individual subject to the extent such Optional Shares are issued, and giving effect to the Warrant Shares issuable upon exercise of the Pre-Funded Warrants) in connection with mergers or acquisitions of securities, businesses, property or other assets (including pursuant to any employee benefit plans assumed in connection with such transactions), joint ventures, strategic alliances, partnering arrangements or equipment leasing arrangements), and (D) issue Shares restricted period pursuant to the terms lockup letters described in Section 5(h) with prior notice of any such announcement that certain License and Collaboration Agreement, dated as of December 2, 2019, by and between Xenon Pharmaceuticals Inc. and Neurocrine Biosciences, Inc., as amended; provided that, in the case of clause (C) and for the avoidance of doubt, that the Company shall not file any registration statement under the Securities Act in respect of such Shares or Related Securities issued during the Lock-up Period. For purposes gives rise to an extension of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Sharesrestricted period.

Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th 180th day following the date of the Prospectus (such period being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of the Representatives Cantor (which consent may be withheld in their its sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any Shares or Related Securities (as defined below); (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position” (as defined in Rule 16a-1(b) under the Exchange Act) of any Shares or Related Securities; , (iii) pledge, hypothecate or grant any security interest in any Shares or Related Securities; , (iv) in any other way transfer or dispose of any Shares or Related Securities; , (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; , (vi) announce the offering of any Shares or Related Securities; , (vii) submit or file any registration statement under the Securities Act in respect of any Shares or Related Securities (other than as contemplated by this Agreement with respect to the Offered Securities and other than the filing ofShares), or amendment to, one or more registration statements on Form S-8 in respect of any shares issued under or the grant of any award pursuant to an employee benefit plan in effect on the date hereof and that are described in the Registration Statement, the Time of Sale Prospectus and the Prospectus); or (viii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby, (B) issue Shares or options to purchase Shares, or issue Shares upon exercise or conversion of Related Securitiesoptions, pursuant to any stock option, stock bonus or other stock plan or arrangement or other Related Securities described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, provided that, in but only if the case holders of such Shares or options to purchase Shares granted to a director or executive officer of the Company during the Lock-up Period that may become exercisable during the Lock-up Period, such director or executive officers agrees agree in writing with the Underwriters not to sell, offer, dispose of or otherwise transfer any such Shares or options (or Shares issued upon the exercise of such options) during such Lock-up Period without the prior written consent of the Representatives Cantor (which consent may be withheld in their its sole discretion), (C) issue Shares or Related Securities in an amount up to an aggregate of 5% of the sum of the Company’s fully-diluted shares outstanding as of the date of the Prospectus (including the Firm Shares to be sold by the Company pursuant to this Agreement and the Optional Shares, only to the extent such Optional Shares are issued, and giving effect to the Warrant Shares issuable upon exercise of the Pre-Funded Warrants) in connection file a registration statement on Form S-8 with mergers or acquisitions of securities, businesses, property or other assets (including pursuant respect to any employee benefit plans assumed in connection with such transactions), joint ventures, strategic alliances, partnering arrangements or equipment leasing arrangements), and (D) issue Shares pursuant to the terms of that certain License and Collaboration Agreement, dated as of December 2, 2019, by and between Xenon Pharmaceuticals Inc. and Neurocrine Biosciences, Inc., as amended; provided that, in the case of clause (C) and for the avoidance of doubt, that the Company shall not file any registration statement under the Securities Act in respect of such Shares or Related Securities issued during the Lock-up Period. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Shares.securities

Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including ending on the 90th 60th day following the date of the Prospectus (such period being referred to herein as the “Lock-up Period”)Prospectus, the Company will not, without the prior written consent of the Representatives Representative (which consent may be withheld in their at the sole discretiondiscretion of the Representative), directly or indirectly: (i) , sell, offer offer, contract or grant any option to sell, contract to sell or lend any Shares or Related Securities (as defined below); (ii) effect any short salepledge, transfer or establish or increase any an open “put equivalent position” (as defined in or liquidate or decrease a “call equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act) , or liquidate or decrease any “call equivalent position” (as defined in Rule 16a-1(b) under the Exchange Act) of any Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest in any Shares or Related Securities; (iv) in any other way transfer or otherwise dispose of any Shares or Related Securities; transfer (v) or enter into any swaptransaction that is designed to, hedge or similar arrangement might reasonably be expected to, result in the disposition of), or agreement that transfers, in whole or in part, the economic risk of ownership of any Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any Shares or Related Securities; (vii) submit of, or file any registration statement under the Securities Act in respect of any Shares or Related Securities (other than as contemplated by this Agreement with respect to the Offered Securities and other than the filing of, or amendment to, one or more registration statements on Form S-8 in respect of any shares issued under or the grant of any award pursuant to an employee benefit plan in effect on the date hereof and that are described in the Registration Statement, the Time of Sale Prospectus and the Prospectus); or (viii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby, (B) issue Shares or options to purchase Common Shares, or issue Shares upon exercise or conversion of Related Securities, pursuant to any stock option, stock bonus or other stock plan or arrangement or other Related Securities described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, provided that, in the case of options to purchase Shares granted to a director or executive officer of the Company during the Lock-up Period that may become exercisable during the Lock-up Period, such director or executive officers agrees in writing with the Underwriters not to sell, offer, dispose of or otherwise transfer any such options (or Shares issued upon the exercise of such options) during such Lock-up Period without the prior written consent of the Representatives (which consent may be withheld in their sole discretion), (C) issue Shares or Related Securities in an amount up to an aggregate of 5% of the sum of the Company’s fully-diluted shares outstanding as of the date of the Prospectus (including the Firm Shares to be sold by the Company pursuant to this Agreement and the Optional Shares, only to the extent such Optional Shares are issued, and giving effect to the Warrant Shares issuable upon exercise of the Pre-Funded Warrants) in connection with mergers or acquisitions of securities, businesses, property or other assets (including pursuant to any employee benefit plans assumed in connection with such transactions), joint ventures, strategic alliances, partnering arrangements or equipment leasing arrangements), and (D) issue Shares pursuant to the terms of that certain License and Collaboration Agreement, dated as of December 2, 2019, by and between Xenon Pharmaceuticals Inc. and Neurocrine Biosciences, Inc., as amended; provided that, in the case of clause (C) and for the avoidance of doubt, that the Company shall not file any registration statement under the Securities Act in respect of such Shares or Related Securities issued during the Lock-up Period. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Common Shares or any securities exchangeable or exercisable for or convertible into Common Shares, other than (a) the Shares to be sold hereunder, (b) the filing of a registration statement or prospectus supplement or the issuance by the Company of shares of Common Shares upon the conversion of OP Units outstanding on the date hereof, (c) grants of restricted Common Shares or restricted common share units pursuant to acquire other the Company’s 2008 Long-Term Equity Incentive Ownership Plan, provided that none of such securities will vest or rights ultimately exchangeable become exercisable, as applicable, during the 60-day restricted period without the Representative’s prior written consent, (d) the filing of a registration statement or exercisable forthe issuance of Common Shares pursuant to a dividend reinvestment plan, (e) the issuance of Common Shares or OP Units as consideration for the acquisition of real estate assets, or convertible into(f) any post-effective amendment to a registration statement on Form S-8 effective on the date hereof; provided, Shareshowever, that prior to the issuance of any of the Company’s securities pursuant to clause (c) during the restricted period, the recipient of such securities shall sign and deliver a lock-up agreement as described in Section 5(h) below.

Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th day following the date of the Prospectus (such period period, as extended as described below, being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of the Representatives Jefferies and ▇.▇. ▇▇▇▇▇▇ (which consent may be withheld in their sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any Shares or Related Securities (as defined below); (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position” (as defined in Rule 16a-1(b) under the Exchange Act) of any Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest in any Shares or Related Securities; (iv) in any other way transfer or dispose of any Shares or Related Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any Shares or Related Securities; (vii) submit or file any registration statement under the Securities Act in respect of any Shares or Related Securities (other than as contemplated by this Agreement with respect to the Offered Securities Shares and other than the filing of, or amendment to, of one or more registration statements on Form S-8 in respect of any shares issued under or the grant of any award pursuant to an employee benefit plan in effect on the date hereof and that are described in the Registration Statement, Statement the Time of Sale Prospectus and or the Prospectus); or (viii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby, hereby and (B) issue Shares or options to purchase Shares, or issue Shares upon exercise or conversion of Related Securitiesoptions, pursuant to any stock share option, stock share bonus or other stock share plan or arrangement or other Related Securities described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, provided that, in the case of options to purchase Shares granted to a director or but only if any executive officer or director that is a recipient of the Company during the Lock-up Period that may become exercisable during the Lock-up Period, such director Shares or executive officers agrees options have agreed in writing with the Underwriters not to sell, offer, dispose of or otherwise transfer any such Shares or options (or Shares issued upon the exercise of such options) during such Lock-up Period without the prior written consent of the Representatives Jefferies and ▇.▇. ▇▇▇▇▇▇ (which consent may be withheld in their sole discretion), (C) issue Shares or Related Securities in an amount up to an aggregate of 5% of the sum of the Company’s fully-diluted shares outstanding as of the date of the Prospectus (including the Firm Shares to be sold by the Company pursuant to this Agreement and the Optional Shares, only to the extent such Optional Shares are issued, and giving effect to the Warrant Shares issuable upon exercise of the Pre-Funded Warrants) in connection with mergers or acquisitions of securities, businesses, property or other assets (including pursuant to any employee benefit plans assumed in connection with such transactions), joint ventures, strategic alliances, partnering arrangements or equipment leasing arrangements), and (D) issue Shares pursuant to the terms of that certain License and Collaboration Agreement, dated as of December 2, 2019, by and between Xenon Pharmaceuticals Inc. and Neurocrine Biosciences, Inc., as amended; provided that, in the case of clause (C) and for the avoidance of doubt, that the Company shall not file any registration statement under the Securities Act in respect of such Shares or Related Securities issued during the Lock-up Period. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Shares.

Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th day following the date of the Prospectus (such period being referred to herein as the “Lock-up Period”), each of the Company Selling Shareholders will not, without the prior written consent of the Representatives (which consent may be withheld in their sole discretion), directly or indirectly: (i) sell, sell or offer to sellsell any ADSs, contract to sell or lend any Ordinary Shares or Related Securities (as defined below); (ii) effect any short sale, currently or establish hereafter owned either of record or increase any “put equivalent position” beneficially (as defined in Rule 16a-1(h) 13d-3 under the Exchange Act) or liquidate or decrease any “call equivalent position” (as defined in Rule 16a-1(b) under the Exchange Act) of any Shares or Related Securitiesby such Selling Shareholder; (iii) pledge, hypothecate or grant any security interest in any Shares or Related Securities; (iv) in any other way transfer or dispose of any Shares or Related Securities; (vii) enter into any swap; (iii) make any demand for, hedge or similar arrangement or agreement that transfers, in whole or in partexercise any right with respect to, the economic risk registration under the Securities Act of ownership the offer and sale of any ADSs, Ordinary Shares or Related Securities, regardless of whether any such transaction is or cause to be settled in securitiesfiled a registration statement, in cash prospectus or otherwise; prospectus supplement (vior an amendment or supplement thereto) announce the offering of any Shares or Related Securities; (vii) submit or file any registration statement under the Securities Act in respect of any Shares or Related Securities (other than as contemplated by this Agreement with respect to the Offered Securities and other than the filing ofany such registration, or amendment to, one or more registration statements on Form S-8 in respect of any shares issued under or the grant of any award pursuant to an employee benefit plan in effect on the date hereof and that are described in the Registration Statement, the Time of Sale Prospectus and the Prospectus); or (viiiiv) publicly announce the any intention to do any of the foregoing; provided, however, that if the Company may (A) effect Representatives grant any release or waiver of the transactions contemplated hereby, (B) issue Shares or options to purchase Shares, or issue Shares upon exercise or conversion foregoing restrictions in connection with a transfer of Related Securities, pursuant ADSs to any stock optionholder of ADSs or Ordinary Shares of the Company, stock bonus any officer or other stock plan or arrangement or other Related Securities described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, provided that, in the case of options to purchase Shares granted to a director or executive officer of the Company during other than such Selling Shareholder, the Representatives shall promptly notify such Selling Shareholder of the impending release or waiver, and such Selling Shareholder may sell, transfer or otherwise dispose of, on the same terms and subject to the same conditions of such release or waiver, a pro rata portion (based upon the number of securities so released in relation to the number of securities of such other holder subject to similar restrictions as provided for under the Lock-up Period that may become exercisable during Up Agreement) of its securities originally subject to the Lock-up Period, such director or executive officers agrees in writing with the Underwriters not to sell, offer, dispose of or otherwise transfer any such options (or Shares issued upon the exercise of such options) during such Lock-up Period without the prior written consent of the Representatives (which consent may be withheld in their sole discretion), (C) issue Shares or Related Securities in an amount up to an aggregate of 5% of the sum of the Company’s fully-diluted shares outstanding as of the date of the Prospectus (including the Firm Shares to be sold by the Company pursuant to this Agreement and the Optional Shares, only to the extent such Optional Shares are issued, and giving effect to the Warrant Shares issuable upon exercise of the Pre-Funded Warrants) in connection with mergers or acquisitions of securities, businesses, property or other assets (including pursuant to any employee benefit plans assumed in connection with such transactions), joint ventures, strategic alliances, partnering arrangements or equipment leasing arrangements), and (D) issue Shares pursuant to the terms of that certain License and Collaboration Up Agreement, dated as of December 2, 2019, by and between Xenon Pharmaceuticals Inc. and Neurocrine Biosciences, Inc., as amended; provided that, in the case of clause (C) and for the avoidance of doubtfurther, that the Company foregoing restrictions shall not file any registration statement under the Securities Act in respect of such Shares or Related Securities issued during be subject to certain exceptions provided by the Lock-up Period. For purposes of Up Agreement in the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Sharesform set forth as Exhibit A-1 hereto.

Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th 180th day following the date of the Prospectus (such period being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of the Representatives (which consent may be withheld in their sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any Shares or Related Securities (as defined below); (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position” (as defined in Rule 16a-1(b) under the Exchange Act) of any Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest in any Shares or Related Securities; (iv) in any other way transfer or dispose of any Shares or Related Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any Shares or Related SecuritiesSecurities (other than as contemplated by this Agreement with respect to the Offered Shares); (vii) submit or file any registration statement under the Securities Act in respect of any Shares or Related Securities (other than as contemplated by this Agreement with respect to the Offered Securities and other than Shares); (viii) effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the filing of, or amendment to, one or more registration statements on Form S-8 in respect of any shares issued under or the grant of any award pursuant to an employee benefit plan in effect on the date hereof and that are described in the Registration Statement, the Time of Sale Prospectus and the Prospectus)outstanding Shares; or (viiiix) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby, (B) issue Shares or options to purchase Shares, or issue Shares upon exercise or conversion of Related Securitiesoptions, pursuant to any stock option, stock bonus or other stock plan or arrangement or other Related Securities described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, provided that, in the case of options or issue warrants to purchase Shares granted in exchange for or upon conversion of outstanding warrants to a director purchase preferred shares, or executive officer issue Shares upon conversion of outstanding preferred shares, but only if the Company during holders of such Shares, options, warrants or preferred shares (as the Lock-up Period that case may become exercisable during the Lock-up Period, such director or executive officers agrees be) agree in writing with the Underwriters not to sell, offer, dispose of or otherwise transfer any such Shares or options (or Shares issued upon the exercise of such options) during such Lock-up Period without the prior written consent of the Representatives (which consent may be withheld in their sole discretion), (C) issue Shares or Related Securities in an amount up to an aggregate of 5% of the sum of the Company’s fully-diluted shares outstanding as of the date of the Prospectus (including the Firm Shares to be sold by the Company pursuant to this Agreement and the Optional Shares, only to the extent such Optional Shares are issued, and giving effect to the Warrant Shares issuable upon exercise of the Pre-Funded Warrants) in connection with mergers or acquisitions of securities, businesses, property or other assets (including pursuant to any employee benefit plans assumed in connection with such transactions), joint ventures, strategic alliances, partnering arrangements or equipment leasing arrangements), and (D) issue Shares pursuant to the terms of that certain License and Collaboration Agreement, dated as of December 2, 2019, by and between Xenon Pharmaceuticals Inc. and Neurocrine Biosciences, Inc., as amended; provided that, in the case of clause (C) and for the avoidance of doubt, that the Company shall not file any registration statement under the Securities Act in respect of such Shares or Related Securities issued during the Lock-up Period. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Shares.without

Agreement Not to Offer or Sell Additional Shares. During the For a period commencing on and including the date hereof and continuing through and including ending on the 90th 60th day following after the date of the Prospectus (such period being referred to herein as the “Lock-up Up Period”), the Company will not, without the prior written consent of the Representatives (which consent may be withheld in their sole discretion)not to, directly or indirectly: , (i1) offer for sale, sell, pledge or otherwise dispose of (or enter into any transaction or device that is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any shares of Common Stock or securities convertible into or exchangeable for Common Stock (other than the Shares, shares issued pursuant to employee benefit plans, qualified stock option plans or other employee compensation plans existing on the date hereof or pursuant to currently outstanding options, warrants or rights not issued under one of those plans, the offer to sellof shares in connection with any acquisition or shares of the Company’s 6.0% Convertible Perpetual Preferred Stock as disclosed in the Prospectus), contract to or sell or lend grant options, rights or warrants with respect to any Shares shares of Common Stock or Related Securities securities convertible into or exchangeable for Common Stock (as defined belowother than the grant of options pursuant to option plans existing on the date hereof); , (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position” (as defined in Rule 16a-1(b) under the Exchange Act) of any Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest in any Shares or Related Securities; (iv) in any other way transfer or dispose of any Shares or Related Securities; (v2) enter into any swap, hedge swap or similar arrangement or agreement other derivatives transaction that transferstransfers to another, in whole or in part, any of the economic risk benefits or risks of ownership of any Shares or Related Securitiessuch shares of Common Stock, regardless of whether any such transaction described in clause (1) or (2) above is to be settled in by delivery of Common Stock or other securities, in cash or otherwise; , (vi3) announce the offering of file or cause to be filed a registration statement, including any Shares or Related Securities; (vii) submit or file any registration statement under the Securities Act in respect of any Shares or Related Securities (other than as contemplated by this Agreement amendments, with respect to the Offered Securities and registration of any Common Stock or securities convertible, exercisable or exchangeable into Common Stock or any other securities of the Company (other than (i) any registration statement on Form S-8, (ii) the filing of, or amendment to, one or more shelf registration statements on Form S-8 in respect of S-3 (File Nos. 333-158554 or 333-158556) or any shares issued under or the grant of amendment thereto) and (iii) any award registration statement filed pursuant to an employee benefit plan in effect registration rights outstanding on the date hereof and that are described in the Registration Statement, the Time of Sale Prospectus and the Prospectus); or (viii4) publicly announce disclose the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby, (B) issue Shares or options to purchase Shares, or issue Shares upon exercise or conversion of Related Securities, pursuant to any stock option, stock bonus or other stock plan or arrangement or other Related Securities described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, provided that, in the each case of options to purchase Shares granted to a director or executive officer of the Company during the Lock-up Period that may become exercisable during the Lock-up Period, such director or executive officers agrees in writing with the Underwriters not to sell, offer, dispose of or otherwise transfer any such options (or Shares issued upon the exercise of such options) during such Lock-up Period without the prior written consent of Barclays Capital Inc., on behalf of the Representatives (which consent Underwriters, and to cause each officer, director and stockholder of the Company set forth on Schedule 2 hereto to furnish to the Representatives, prior to the Initial Delivery Date, a letter or letters, substantially in the form of Exhibit A-1 or A-2 hereto, as the case may be withheld in their sole discretion), (C) issue Shares or Related Securities in an amount up to an aggregate of 5% of the sum of the Company’s fully-diluted shares outstanding as of the date of the Prospectus (including the Firm Shares to be sold by the Company pursuant to this Agreement and the Optional Shares, only to the extent such Optional Shares are issued, and giving effect to the Warrant Shares issuable upon exercise of the Pre-Funded Warrants) in connection with mergers or acquisitions of securities, businesses, property or other assets (including pursuant to any employee benefit plans assumed in connection with such transactions), joint ventures, strategic alliances, partnering arrangements or equipment leasing arrangements), and (D) issue Shares pursuant to the terms of that certain License and Collaboration Agreement, dated as of December 2, 2019, by and between Xenon Pharmaceuticals Inc. and Neurocrine Biosciences, Inc., as amended; provided that, in the case of clause (C) and for the avoidance of doubt, that the Company shall not file any registration statement under the Securities Act in respect of such Shares or Related Securities issued during the “Lock-up Period. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Shares.Up Agreements”); and

Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th day following the date of the Prospectus (such period being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of the Representatives (which consent may be withheld in their sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any Shares or Related Securities (as defined below); (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position” (as defined in Rule 16a-1(b) under the Exchange Act) of any Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest in any Shares or Related Securities; (iv) in any other way transfer or dispose of any Shares or Related Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any Shares or Related Securities; (vii) submit or file any registration statement under the Securities Act in respect of any Shares or Related Securities (other than as contemplated by this Agreement with respect to the Offered Securities Shares and other than the filing of, or amendment to, one or more registration statements on Form S-8 in respect of any shares issued under or the grant of any award pursuant to an employee benefit plan in effect on the date hereof and that are described in the Registration Statement, the Time of Sale Prospectus and the Prospectus); or (viii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby, (B) issue Shares or options to purchase Shares, or issue Shares upon exercise or conversion of Related Securities, pursuant to any stock option, stock bonus or other stock plan or arrangement or other Related Securities described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, provided that, in the case of options to purchase Shares granted to a director or executive officer of the Company during the Lock-up Period that may become exercisable during the Lock-up Period, such director or executive officers agrees in writing with the Underwriters not to sell, offer, dispose of or otherwise transfer any such options (or Shares issued upon the exercise of such options) during such Lock-up Period without the prior written consent of the Representatives (which consent may be withheld in their sole discretion), and (C) issue Shares or Related Securities in an amount up to an aggregate of 5% of the sum of the Company’s fully-diluted shares outstanding as of the date of the Prospectus (including the Firm Shares to be sold by the Company pursuant to this Agreement and the Optional Shares, only to the extent such Optional Shares are issued, and giving effect to the Warrant Shares issuable upon exercise of the Pre-Funded Warrants)) in connection with mergers or acquisitions of securities, businesses, property or other assets (including pursuant to any employee benefit plans assumed in connection with such transactions), joint ventures, strategic alliances, partnering arrangements or equipment leasing arrangements), and (D) issue Shares pursuant to the terms of that certain License and Collaboration Agreement, dated as of December 2, 2019, by and between Xenon Pharmaceuticals Inc. and Neurocrine Biosciences, Inc., as amended; provided that, in the case of clause (C) and for the avoidance of doubt, that the Company shall not file any registration statement under the Securities Act in respect of such Shares or Related Securities issued during the Lock-up Period. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Shares.

Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th 60th day following the date of the Prospectus (such period being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of the Representatives (which consent may be withheld in their sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any Shares or Related Securities (as defined below); (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position” (as defined in Rule 16a-1(b) under the Exchange Act) of any Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest in any Shares or Related Securities; (iv) in any other way transfer or dispose of any Shares or Related Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any Shares or Related Securities; (vii) submit or file any registration statement under the Securities Act in respect of any Shares or Related Securities (other than as contemplated by this Agreement with respect to the Offered Securities and other than the filing of, or amendment to, one or more registration statements on Form S-8 in respect of any shares issued under or the grant of any award pursuant to an employee benefit plan in effect on the date hereof and that are described in the Registration Statement, the Time of Sale Prospectus and the ProspectusShares); or (viii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby, (B) issue Shares Shares, restricted stock units or options to purchase Shares, or issue Shares upon exercise or conversion of Related Securitiesoptions, pursuant to any stock option, stock bonus or other stock plan or arrangement or other Related Securities described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, provided that, that the recipients thereof provide to the Representatives a signed Lock-Up Agreement in the case form of options to purchase Shares granted to a director or executive officer of the Company during the Lock-up Period that may become exercisable during the Lock-up Period, such director or executive officers agrees in writing with the Underwriters not to sell, offer, dispose of or otherwise transfer any such options (or Shares issued upon the exercise of such options) during such Lock-up Period without the prior written consent of the Representatives (which consent may be withheld in their sole discretion)Exhibit C hereto, (C) issue Shares pursuant to the conversion or Related Securities exchange of convertible or exchangeable securities or the exercise of warrants or options, in an amount up to an aggregate of 5% of the sum of the Company’s fully-diluted shares each case outstanding as of on the date hereof, (D) file a registration statement on Form S-8 to register Shares issuable pursuant to the terms of a stock option, stock bonus or other stock plan or arrangement described in the Registration Statement, Time of Sale Prospectus and the Prospectus and (including E) issue Shares in connection with any joint venture, commercial or collaborative relationship or the Firm Shares to be sold acquisition or license by the Company pursuant to this Agreement and the Optional Shares, only to the extent such Optional Shares are issued, and giving effect to the Warrant Shares issuable upon exercise of the Pre-Funded Warrants) in connection with mergers or acquisitions of securities, businesses, property or other assets (including of another person or entity or pursuant to any employee benefit plans plan assumed by the Company in connection with any such transactions)acquisition; provided, joint ventureshowever, strategic alliances, partnering arrangements or equipment leasing arrangements), and (D) issue Shares pursuant to the terms of that certain License and Collaboration Agreement, dated as of December 2, 2019, by and between Xenon Pharmaceuticals Inc. and Neurocrine Biosciences, Inc., as amended; provided that, in the case of clause (CE), (x) and for the avoidance sum of doubt, that the Company shall not file any registration statement under the Securities Act in respect of such Shares or Related Securities issued during the Lock-up Period. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Shares.the

Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th day following the date of the Prospectus (such period being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of the Representatives (which consent may be withheld in their sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any Shares or Related Securities (as defined below); (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position” (as defined in Rule 16a-1(b) under the Exchange Act) of any Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest in any Shares or Related Securities; (iv) in any other way transfer or dispose of any Shares or Related Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any Shares or Related Securities; (vii) submit or file any registration statement under the Securities Act in respect of any Shares or Related Securities (other than as contemplated by this Agreement with respect to the Offered Securities Shares and other than the filing of, or amendment to, one or more registration statements on Form S-8 in respect of any shares issued under or the grant of any award pursuant to an employee benefit plan in effect on the date hereof and that are described in the Registration Statement, the Time of Sale Prospectus and the Prospectus); or (viii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby, (B) issue Shares or options to purchase Shares, or issue Shares upon exercise or conversion of Related Securities, pursuant to any stock option, stock bonus or other stock plan or arrangement or other Related Securities described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, provided that, in the case of options to purchase Shares granted to a director or executive officer of the Company during the Lock-up Period that may become exercisable during the Lock-up Period, such director or executive officers agrees in writing with the Underwriters not to sell, offer, dispose of or otherwise transfer any such options (or Shares issued upon the exercise of such options) during such Lock-up Period without the prior written consent of the Representatives (which consent may be withheld in their sole discretion), and (C) issue Shares or Related Securities in an amount up to an aggregate of 5% of the sum of the Company’s fully-diluted shares outstanding as of the date of the Prospectus (including the Firm Shares to be sold by the Company pursuant to this Agreement and the Optional Shares, only to the extent such Optional Shares are issued, and giving effect to the Warrant Shares issuable upon exercise of the Pre-Funded Warrants)) in connection with mergers or acquisitions of securities, businesses, property or other assets (including pursuant to any employee benefit plans assumed in connection with such transactions), joint ventures, strategic alliances, partnering arrangements or equipment leasing arrangements), and (D) issue Shares pursuant to the terms of that certain License and Collaboration Agreement, dated as of December 2, 2019, by and between Xenon Pharmaceuticals Inc. and Neurocrine Biosciences, Inc., as amended; provided that, in the case of clause (C) and for the avoidance of doubt, that the Company shall not file any registration statement under the Securities Act in respect of such Shares or Related Securities issued during the Lock-up Period. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Shares.

Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th day following the date of the Prospectus (such period being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of the Representatives (which consent may be withheld in their sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any Shares or Related Securities (as defined below); (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position” (as defined in Rule 16a-1(b) under the Exchange Act) of any Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest in any Shares or Related Securities; (iv) in any other way transfer or dispose of any Shares or Related Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any Shares or Related Securities; (vii) submit or file any registration statement under the Securities Act in respect of any Shares or Related Securities (other than as contemplated by this Agreement with respect to the Offered Securities and other than the filing of, Shares or amendment to, one or more except for registration statements on Form S-8 in with respect of to any shares and all Shares or Related Securities to be issued under or the grant of any award pursuant to an any employee benefit plan in effect on the date hereof and that are or compensation plans described in the Registration Statement, the Time of Sale Prospectus and the Prospectus); or (viii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby, ; (B) issue Shares or options to purchase Shares, or issue Shares upon exercise of options or conversion of Related Securitieswarrants, pursuant to any stock option, stock bonus or other stock plan or arrangement or other Related Securities warrants described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, provided that, in the case of options to purchase Shares granted to a director or executive officer of the Company during the Lock-up Period that may become exercisable during the Lock-up Period, such director or executive officers agrees in writing with the Underwriters not to sell, offer, dispose of or otherwise transfer any such options (or Shares issued upon the exercise of such options) during such Lock-up Period without the prior written consent of the Representatives (which consent may be withheld in their sole discretion), ; (C) issue Shares or Related Securities in an amount up to an aggregate of 5% of the sum of the Company’s fully-diluted shares outstanding as of the date of the Prospectus connection with a licensing arrangement, joint venture, acquisition or business combination or other collaboration or strategic transaction (including the Firm Shares to be sold by the Company pursuant to this Agreement and the Optional Shares, only to the extent such Optional Shares are issued, and giving effect to the Warrant Shares issuable upon exercise filing of the Pre-Funded Warrants) in connection with mergers or acquisitions of securities, businesses, property a registration statement on Form S-4 or other assets (including pursuant to any employee benefit plans assumed in connection appropriate form with such transactionsrespect thereto), joint ventures, strategic alliances, partnering arrangements or equipment leasing arrangements), ; and (D) issue transfer or dispose of Shares pursuant to the terms of that certain License and Collaboration Agreement, dated as of December 2, 2019, by and between Xenon Pharmaceuticals Inc. and Neurocrine Biosciences, Inc., as amended; provided that, in the case of clause (C) and for the avoidance of doubt, that the Company shall not file any registration statement under the Securities Act in respect of such Shares or Related Securities issued during the Lock-up Period. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Shares.in

Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th 180th day following the date of the Prospectus (such period being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of the Representatives (which consent may be withheld in their sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any Shares or Related Securities (as defined below); (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position” (as defined in Rule 16a-1(b) under the Exchange Act) of any Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest in any Shares or Related Securities; (iv) in any other way transfer or dispose of any Shares or Related Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any Shares or Related Securities; (vii) submit or file any registration statement under the Securities Act in respect of any Shares or Related Securities (other than as contemplated by this Agreement with respect to the Offered Securities and other than the filing of, or amendment to, one or more registration statements on Form S-8 in respect of any shares issued under or the grant of any award pursuant to an employee benefit plan in effect on the date hereof and that are described in the Registration Statement, the Time of Sale Prospectus and the ProspectusShares); or (viii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby, (B) issue Shares Shares, options or options other rights to receive or purchase Shares, or issue Shares upon exercise or conversion of Related Securitiesoptions, pursuant to any share or stock option, share or stock bonus or other share or stock plan or arrangement or other Related Securities described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, Prospectus provided that, in that the case of options recipients thereof provide to purchase Shares granted to the Representatives a director or executive officer of the Company during the signed Lock-up Period that may become exercisable during the Lock-up Period, such director or executive officers agrees in writing with the Underwriters not to sell, offer, dispose of or otherwise transfer any such options (or Shares issued upon the exercise of such options) during such Lock-up Period without the prior written consent of the Representatives (which consent may be withheld in their sole discretion)Agreement, (C) issue file a registration statement on Form S-8 to register Shares issuable pursuant to the terms of a stock option, stock bonus or Related Securities other stock plan or arrangement described in an amount up to an aggregate the Registration Statement, Time of 5% of the sum of the Company’s fully-diluted shares outstanding as of the date of Sale Prospectus and the Prospectus (including the Firm Shares to be sold by the Company pursuant to this Agreement and the Optional Shares, only to the extent such Optional Shares are issued, and giving effect to the Warrant Shares issuable upon exercise of the Pre-Funded Warrants) in connection with mergers or acquisitions of securities, businesses, property or other assets (including pursuant to any employee benefit plans assumed in connection with such transactions), joint ventures, strategic alliances, partnering arrangements or equipment leasing arrangements), and (D) issue Shares pursuant or Related Securities, or enter into an agreement to issue Shares or Related Securities, in connection with any merger, joint venture, strategic alliances, commercial or other collaborative transaction or the terms acquisition or license of that certain License and Collaboration Agreementthe business, dated as property, technology or other assets of December 2, 2019, by and between Xenon Pharmaceuticals Inc. and Neurocrine Biosciences, Inc., as amendedanother individual or entity or the assumption of an employee benefit plan in connection with a merger or acquisition; provided that, in the case of clause (C) and for the avoidance of doubt, that the Company shall not file any registration statement under the Securities Act in respect aggregate number of such Shares or Related Securities issued during that the Company may issue or agree to issue pursuant to this clause (D) shall not exceed 7% of the total outstanding share capital of the Company immediately following the issuance of the Offered Shares; and provided further that the recipients thereof provide to the Representatives a signed Lock-up PeriodAgreement. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Shares.or

Agreement Not to Offer or Sell Additional Shares. During the For a period commencing on and including the date hereof and continuing through and including ending on the 90th 60th day following after the date of the Prospectus (such period being referred to herein as the “Lock-up Up Period”), the Company will not, without the prior written consent of the Representatives (which consent may be withheld in their sole discretion)not to, directly or indirectly: , (i1) offer for sale, sell, pledge or otherwise dispose of (or enter into any transaction or device that is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any shares of Common Stock or securities convertible into or exchangeable for Common Stock (other than the Shares, shares issued pursuant to employee benefit plans, qualified stock option plans or other employee compensation plans existing on the date hereof or pursuant to currently outstanding options, warrants or rights not issued under one of those plans or the offer to sellof shares in connection with any acquisition), contract to or sell or lend grant options, rights or warrants with respect to any Shares shares of Common Stock or Related Securities securities convertible into or exchangeable for Common Stock (as defined belowother than the grant of options pursuant to option plans existing on the date hereof); , (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position” (as defined in Rule 16a-1(b) under the Exchange Act) of any Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest in any Shares or Related Securities; (iv) in any other way transfer or dispose of any Shares or Related Securities; (v2) enter into any swap, hedge swap or similar arrangement or agreement other derivatives transaction that transferstransfers to another, in whole or in part, any of the economic risk benefits or risks of ownership of any Shares or Related Securitiessuch shares of Common Stock, regardless of whether any such transaction described in clause (1) or (2) above is to be settled in by delivery of Common Stock or other securities, in cash or otherwise; , (vi3) announce the offering of file or cause to be filed a registration statement, including any Shares or Related Securities; (vii) submit or file any registration statement under the Securities Act in respect of any Shares or Related Securities (other than as contemplated by this Agreement amendments, with respect to the Offered Securities and registration of any Common Stock or securities convertible, exercisable or exchangeable into Common Stock or any other securities of the Company (other than (i) any registration statement on Form S-8, (ii) the filing of, or amendment to, one or more shelf registration statements on Form S-8 in respect of S-3 (File Nos. 333-158554 or 333-158556) or any shares issued under or the grant of amendment thereto) and (iii) any award registration statement filed pursuant to an employee benefit plan in effect registration rights outstanding on the date hereof and that are described in the Registration Statement, the Time of Sale Prospectus and the Prospectus); or (viii4) publicly announce disclose the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby, (B) issue Shares or options to purchase Shares, or issue Shares upon exercise or conversion of Related Securities, pursuant to any stock option, stock bonus or other stock plan or arrangement or other Related Securities described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, provided that, in the each case of options to purchase Shares granted to a director or executive officer of the Company during the Lock-up Period that may become exercisable during the Lock-up Period, such director or executive officers agrees in writing with the Underwriters not to sell, offer, dispose of or otherwise transfer any such options (or Shares issued upon the exercise of such options) during such Lock-up Period without the prior written consent of the Representatives (which consent Representative, on behalf of the Underwriters, and to cause each officer, director and stockholder of the Company set forth on Schedule 2 hereto to furnish to the Representative, prior to the Initial Delivery Date, a letter or letters, substantially in the form of Exhibit A-1 or A-2 hereto, as the case may be withheld in their sole discretion), (C) issue Shares or Related Securities in an amount up to an aggregate of 5% of the sum of the Company’s fully-diluted shares outstanding as of the date of the Prospectus (including the Firm Shares to be sold by the Company pursuant to this Agreement and the Optional Shares, only to the extent such Optional Shares are issued, and giving effect to the Warrant Shares issuable upon exercise of the Pre-Funded Warrants) in connection with mergers or acquisitions of securities, businesses, property or other assets (including pursuant to any employee benefit plans assumed in connection with such transactions), joint ventures, strategic alliances, partnering arrangements or equipment leasing arrangements), and (D) issue Shares pursuant to the terms of that certain License and Collaboration Agreement, dated as of December 2, 2019, by and between Xenon Pharmaceuticals Inc. and Neurocrine Biosciences, Inc., as amended; provided that, in the case of clause (C) and for the avoidance of doubt, that the Company shall not file any registration statement under the Securities Act in respect of such Shares or Related Securities issued during the “Lock-up Period. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Shares.Up Agreements”); and

Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including ending on the 90th day following the date of the Prospectus (such period being referred to herein as the “Lock-up Period”)Prospectus, the Company will not, without the prior written consent of the Representatives (which consent may be withheld in their at the sole discretiondiscretion of the Representatives), directly or indirectly: (i) , sell, offer offer, contract or grant any option to sell, contract to sell or lend any Shares or Related Securities (as defined below); (ii) effect any short salepledge, transfer or establish or increase any an open “put equivalent position” (as defined in or liquidate or decrease a “call equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act) , or liquidate or decrease any “call equivalent position” (as defined in Rule 16a-1(b) under the Exchange Act) of any Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest in any Shares or Related Securities; (iv) in any other way transfer or otherwise dispose of any Shares or Related Securities; transfer (v) or enter into any swaptransaction that is designed to, hedge or similar arrangement might reasonably be expected to, result in the disposition of), or agreement that transfers, in whole or in part, the economic risk of ownership of any Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any Shares or Related Securities; (vii) submit of, or file any registration statement under the Securities Act in respect of, any Ordinary Shares, options or warrants to acquire shares of any the Ordinary Shares or Related Securities securities exchangeable or exercisable for or convertible into Ordinary Shares (other than as contemplated by this Agreement with respect to the Offered Securities and other than the filing of, or amendment to, one or more registration statements on Form S-8 in respect of any shares issued under or the grant of any award pursuant to an employee benefit plan in effect on the date hereof and that are described in the Registration Statement, the Time of Sale Prospectus and the ProspectusShares); or (viii) publicly announce the intention to do any of the foregoing; provided, however, that (i) the Company may (A) effect the transactions contemplated hereby, (B) issue shares of its Ordinary Shares or options to purchase its Ordinary Shares, or issue Ordinary Shares upon exercise or conversion of Related Securitiesoptions, pursuant to any stock option, stock bonus or other stock plan or arrangement or other Related Securities described in the Registration StatementProspectus and (ii) the Company may enter into an agreement to issue, but may not issue, Ordinary Shares in connection with the acquisition of the assets of, or a majority or controlling portion of the equity of, or a joint venture with, another entity. Notwithstanding the foregoing, if (x) during the last 17 days of the 90-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs, or (y) prior to the expiration of the 90-day restricted period, the Time of Sale Prospectus and Company announces that it will release earnings results during the Prospectus, provided that, in 16-day period beginning on the case of options to purchase Shares granted to a director or executive officer last day of the Company during 90-day period, the Lock-up Period that may become exercisable during restrictions imposed in this clause shall continue to apply until the Lock-up Period, such director or executive officers agrees in writing with the Underwriters not to sell, offer, dispose of or otherwise transfer any such options (or Shares issued upon the exercise of such options) during such Lock-up Period without the prior written consent expiration of the Representatives (which consent may be withheld in their sole discretion), (C) issue Shares or Related Securities in an amount up to an aggregate of 5% of the sum of the Company’s fully18-diluted shares outstanding as of day period beginning on the date of the Prospectus (including issuance of the Firm Shares to be sold by earnings release or the occurrence of the material news or material event. The Company pursuant to this Agreement will provide the Representatives and any co-managers, the Optional Shares, only Selling Shareholder and each individual subject to the extent such Optional Shares are issued, and giving effect to the Warrant Shares issuable upon exercise of the Pre-Funded Warrants) in connection with mergers or acquisitions of securities, businesses, property or other assets (including pursuant to any employee benefit plans assumed in connection with such transactions), joint ventures, strategic alliances, partnering arrangements or equipment leasing arrangements), and (D) issue Shares restricted period pursuant to the terms lockup letters described in Section 5(n) with prior notice of any such announcement that certain License and Collaboration Agreement, dated as of December 2, 2019, by and between Xenon Pharmaceuticals Inc. and Neurocrine Biosciences, Inc., as amended; provided that, in the case of clause (C) and for the avoidance of doubt, that the Company shall not file any registration statement under the Securities Act in respect of such Shares or Related Securities issued during the Lock-up Period. For purposes gives rise to an extension of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Sharesrestricted period.

Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th day following the date of the Prospectus (such period being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of the Representatives (which consent may be withheld in their sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any Shares or Related Securities (as defined below); (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position” (as defined in Rule 16a-1(b) under the Exchange Act) of any Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest in any Shares or Related Securities; (iv) in any other way transfer or dispose of any Shares or Related Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any Shares or Related Securities; (vii) submit or file any registration statement under the Securities Act in respect of any Shares or Related Securities (other than as contemplated by this Agreement with respect to the Offered Securities and other than the filing of, Shares or amendment to, one or more except for registration statements on Form S-8 in with respect of to any shares and all Shares or Related Securities to be issued under or the grant of any award pursuant to an any employee benefit plan in effect on the date hereof and that are or compensation plans described in the Registration Statement, the Time of Sale Prospectus and the Prospectus); or (viii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby, (B) issue Shares or options to purchase Shares, or issue Shares upon exercise or conversion of Related Securities, pursuant to any stock option, stock bonus or other stock plan or arrangement or other Related Securities described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, provided that, in the case of options to purchase Shares granted to a director or executive officer of the Company during the Lock-up Period that may become exercisable during the Lock-up Period, such director or executive officers agrees in writing with the Underwriters not to sell, offer, dispose of or otherwise transfer any such options (or Shares issued upon the exercise of such options) during such Lock-up Period without the prior written consent of the Representatives (which consent may be withheld in their sole discretion), (C) issue Shares or Related Securities in an amount up to an aggregate of 5% of the sum of the Company’s fully-diluted shares outstanding as of the date of the Prospectus (including the Firm Shares to be sold by the Company pursuant to this Agreement and the Optional Shares, only to the extent such Optional Shares are issued, and giving effect to the Warrant Shares issuable upon exercise of the Pre-Funded Warrants) in connection with mergers or acquisitions of securities, businesses, property or other assets (including pursuant to any employee benefit plans assumed in connection with such transactions), joint ventures, strategic alliances, partnering arrangements or equipment leasing arrangements), and (D) issue Shares pursuant to the terms of that certain License and Collaboration Agreement, dated as of December 2, 2019, by and between Xenon Pharmaceuticals Inc. and Neurocrine Biosciences, Inc., as amended; provided that, in the case of clause (C) and for the avoidance of doubt, that the Company shall not file any registration statement under the Securities Act in respect of such Shares or Related Securities issued during the Lock-up Period. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Shares.do

Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through ending on and including the 90th 75th day following the date of the Prospectus (such period being referred to herein as the same may be extended as described below, the “Lock-up Period”), the Company will not, without the prior written consent of each of the Representatives (which consent may be withheld in their at the sole discretiondiscretion of the Representatives), directly or indirectly: , (i) sellsell (including, offer without limitation, any short sale), offer, contract or grant any option to sell, contract to sell or lend any Shares or Related Securities (as defined below); (ii) effect any short salepledge, assign, transfer or establish or increase any an open “put equivalent position” (as defined in within the meaning of Rule 16a-1(h) 16a-1 under the Exchange Act) , or liquidate otherwise dispose of or decrease transfer, or announce the offering of, or file any “call equivalent position” (as defined in Rule 16a-1(b) registration statement under the Exchange Act) of Securities Act in respect of, any Shares, options, rights or warrants to acquire Shares or Related Securities; securities exchangeable or exercisable for or convertible into Shares (iii) pledgeother than as contemplated by this Agreement with respect to the Offered Shares), hypothecate or grant any security interest in any Shares or Related Securities; (iv) in any other way transfer or dispose of any Shares or Related Securities; (vii) enter into any swap, hedge or similar arrangement or agreement that transfers, transfers in whole or in part, the economic risk of ownership of any Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any Shares or Related Securities; (vii) submit or file any registration statement under the Securities Act in respect of any Shares or Related Securities (other than as contemplated by this Agreement with respect to the Offered Securities and other than the filing ofShares, or amendment to, one securities exchangeable or more registration statements on Form S-8 in respect exercisable for or convertible into Shares currently or hereafter owned either of any shares issued under record or beneficially by the grant of any award pursuant to an employee benefit plan in effect on the date hereof and that are described in the Registration Statement, the Time of Sale Prospectus and the Prospectus); Company or (viiiiii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby, (Bx) issue Shares or options to purchase Shares, or issue Shares upon exercise or conversion of Related Securitiesoptions, pursuant to any stock option, stock bonus or other stock plan or arrangement described in each Applicable Prospectus and (y) file any registration statement with respect to Shares or other Related Securities securities pursuant to any stock option, stock bonus or other stock plan or arrangement described in each Applicable Prospectus. Notwithstanding the Registration Statementforegoing, the Time of Sale Prospectus and the Prospectus, provided that, in the case of options to purchase Shares granted to a director or executive officer of the Company if (i) during the Lock-up Period that may become exercisable during last 17 days of the Lock-up Period, such director the Company issues an earnings release or executive officers agrees 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 writing with each case the Underwriters not to sell, offer, dispose of or otherwise transfer any such options (or Shares issued upon the exercise of such options) during such Lock-up Period without will be extended until the prior written consent expiration of the Representatives (which consent may be withheld in their sole discretion), (C) issue Shares or Related Securities in an amount up to an aggregate of 5% of the sum of the Company’s fully18-diluted shares outstanding as of day period beginning on the date of the Prospectus issuance of the earnings release or the occurrence of the material news or material event, as applicable, unless each of the Representatives waives, in writing, such extension (including which waiver may be withheld at the Firm Shares sole discretion of the Representatives), except that such extension will not apply if (1) within three business days prior to be sold the 15th calendar day before the last day of the Lock-up Period, the Company delivers a certificate, signed by the Chief Financial Officer or Chief Executive Officer of the Company, certifying on behalf of the Company pursuant to this Agreement and that (x) the Optional Shares, only to the extent such Optional Shares are issued, and giving effect to “actively traded securities” (as defined in Regulation M under the Warrant Shares issuable upon exercise of the Pre-Funded Warrants) in connection with mergers or acquisitions of securities, businesses, property or other assets (including pursuant to any employee benefit plans assumed in connection with such transactionsExchange Act), joint ventures, strategic alliances, partnering arrangements or equipment leasing arrangements), and (Dy) issue Shares pursuant to the terms of that certain License and Collaboration Agreement, dated as of December 2, 2019, by and between Xenon Pharmaceuticals Inc. and Neurocrine Biosciences, Inc., as amended; provided that, in the case of clause (C) and for the avoidance of doubt, that the Company shall not file any registration statement meets the applicable requirements of paragraph (a)(1) of Rule 139 under the Securities Act in respect the manner contemplated by NASD Conduct Rule 2711(f)(4), and (z) 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 Shares or Related Securities issued during extension) and (2) the Representatives, in their sole discretion, also make the determinations described in clauses (1)(y) and (1)(z) of this Section 3(o). The Company will provide the Representatives with prior notice of any such announcement that gives rise to an extension of the Lock-up Period. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Shares.

Agreement Not to Offer or Sell Additional Shares. During the For a period commencing on and including the date hereof and continuing through and including ending on the 90th 180th day following after the date of the Prospectus (such period being referred to herein as the “Lock-up Up Period”), the Company will not, without the prior written consent of the Representatives (which consent may be withheld in their sole discretion)not to, directly or indirectly: , (i1) offer for sale, sell, offer pledge or otherwise dispose of (or enter into any transaction or device that is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any shares of Common Stock or securities convertible into or exchangeable for Common Stock (other than the Shares, the 4,170,000 shares of Common Stock offered directly to sellan entity controlled by T▇▇ ▇. ▇▇▇▇ and shares issued pursuant to employee benefit plans, contract qualified stock option plans or other employee compensation plans existing on the date hereof or pursuant to currently outstanding options, warrants or rights not issued under one of those plans), or sell or lend grant options, rights or warrants with respect to any Shares shares of Common Stock or Related Securities securities convertible into or exchangeable for Common Stock (as defined belowother than the grant of options pursuant to option plans existing on the date hereof); , (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position” (as defined in Rule 16a-1(b) under the Exchange Act) of any Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest in any Shares or Related Securities; (iv) in any other way transfer or dispose of any Shares or Related Securities; (v2) enter into any swap, hedge swap or similar arrangement or agreement other derivatives transaction that transferstransfers to another, in whole or in part, any of the economic risk benefits or risks of ownership of any Shares or Related Securitiessuch shares of Common Stock, regardless of whether any such transaction described in clause (1) or (2) above is to be settled in by delivery of Common Stock or other securities, in cash or otherwise; , (vi3) announce the offering of file or cause to be filed a registration statement, including any Shares or Related Securities; (vii) submit or file any registration statement under the Securities Act in respect of any Shares or Related Securities (other than as contemplated by this Agreement amendments, with respect to the Offered Securities and registration of any Common Stock or securities convertible, exercisable or exchangeable into Common Stock or any other securities of the Company (other than the filing of, or amendment to, one or more (i) any registration statements statement on Form S-8 in respect S-8) and (ii) the shelf registration statement of Form S-1 (File No. 333-145386) or any shares issued under or the grant of any award pursuant to an employee benefit plan in effect on the date hereof and that are described in the Registration Statement, the Time of Sale Prospectus and the Prospectus); amendment thereto) or (viii4) publicly announce disclose the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby, (B) issue Shares or options to purchase Shares, or issue Shares upon exercise or conversion of Related Securities, pursuant to any stock option, stock bonus or other stock plan or arrangement or other Related Securities described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, provided that, in the each case of options to purchase Shares granted to a director or executive officer of the Company during the Lock-up Period that may become exercisable during the Lock-up Period, such director or executive officers agrees in writing with the Underwriters not to sell, offer, dispose of or otherwise transfer any such options (or Shares issued upon the exercise of such options) during such Lock-up Period without the prior written consent of the Representatives (which consent may be withheld in their sole discretion)Representatives, (C) issue Shares or Related Securities in an amount up to an aggregate of 5% on behalf of the sum Underwriters, and to cause each officer, director and stockholder of the Company’s fully-diluted shares outstanding as of the date of the Prospectus (including the Firm Shares Company set forth on Schedule 2 hereto to be sold by the Company pursuant to this Agreement and the Optional Shares, only furnish to the extent such Optional Shares are issuedRepresentatives, and giving effect prior to the Warrant Shares issuable upon exercise of the Pre-Funded Warrants) in connection with mergers Initial Delivery Date, a letter or acquisitions of securitiesletters, businesses, property or other assets (including pursuant to any employee benefit plans assumed in connection with such transactions), joint ventures, strategic alliances, partnering arrangements or equipment leasing arrangements), and (D) issue Shares pursuant to the terms of that certain License and Collaboration Agreement, dated as of December 2, 2019, by and between Xenon Pharmaceuticals Inc. and Neurocrine Biosciences, Inc., as amended; provided that, substantially in the case form of clause Exhibit A hereto (Cthe “Lock-Up Agreements”); notwithstanding the foregoing, if (1) and for during the avoidance last 17 days of doubt, that the Company shall not file any registration statement under the Securities Act in respect of such Shares or Related Securities issued during the Lock-up Up Period. For purposes , the Company issues an earnings release or material news or a material event relating to the Company occurs or (2) prior to the expiration of the foregoingLock-Up Period, “Related Securities” 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 the restrictions imposed in this paragraph shall mean any options continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or warrants the announcement of the material news or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Sharesthe occurrence of the material event, or to acquire other securities or rights ultimately exchangeable or exercisable forunless the Representatives, or convertible intoon behalf of the Underwriters, Shares.waive such extension in writing;

Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th day following the date of the Prospectus (such period period, being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of the Representatives Jefferies (which consent may be withheld in their sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any Shares or Related Securities (as defined below); (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position” (as defined in Rule 16a-1(b) under the Exchange Act) of any Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest in any Shares or Related Securities; (iv) in any other way transfer or dispose of any Shares or Related Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any Shares or Related Securities; (vii) submit or file any registration statement under the Securities Act in respect of any Shares or Related Securities (other than as contemplated by this Agreement with respect to the Offered Securities and other than the filing of, or amendment to, one or more registration statements on Form S-8 in respect of any shares issued under or the grant of any award pursuant to an employee benefit plan in effect on the date hereof and that are described in the Registration Statement, the Time of Sale Prospectus and the ProspectusShares); or (viii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby, (B) issue Shares upon exercise of options or warrants outstanding on the date hereof or issue Shares or awards or options to purchase Shares, or issue Shares upon exercise or conversion of Related Securities, pursuant to any stock option, stock bonus bonus, or other stock plan or arrangement or other Related Securities described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, provided that, in the case of options to purchase Shares granted to a director or executive officer of the Company during the Lock-up Period that may become exercisable during the Lock-up Period, such director or executive officers agrees in writing with the Underwriters not to sell, offer, dispose of or otherwise transfer any such options (or Shares issued upon the exercise of such options) during such Lock-up Period without the prior written consent of the Representatives (which consent may be withheld in their sole discretion), (C) issue file a registration statement on Form S-8 with respect to any Shares or Related Securities issued or issuable pursuant to any stock option, stock bonus, or other stock plan or arrangement described in an amount up to an aggregate the Registration Statement, the Time of 5% Sale Prospectus and the Prospectus, (D) issue shares of Common Stock in connection with the sum of the Company’s fully-diluted shares outstanding as of the date of the Prospectus (including the Firm Shares to be sold acquisition by the Company pursuant to this Agreement and the Optional Shares, only to the extent such Optional Shares are issued, and giving effect to the Warrant Shares issuable upon exercise of the Pre-Funded Warrants) in connection with mergers or acquisitions of securities, businessesbusiness, property or other assets (including of another person or business entity or pursuant to any employee benefit plans plan assumed by the Company in connection with any such transactions), acquisition or (E) issue shares of Common Stock or Related Securities in connection with joint ventures, commercial relationships or other strategic alliances, partnering arrangements or equipment leasing arrangements), and (D) issue Shares pursuant to the terms of that certain License and Collaboration Agreement, dated as of December 2, 2019, by and between Xenon Pharmaceuticals Inc. and Neurocrine Biosciences, Inc., as amendedtransactions; provided that, in the case of clause immediately preceding clauses (CD) and for (E), (x) the avoidance aggregate number of doubt, that shares of Common Stock issued or underlying such Related Securities issued in connection with all such acquisitions and other transactions does not exceed 10% of the Company shall not file any registration statement under aggregate number of shares of Common Stock outstanding immediately following the Securities Act in respect consummation of such the offering of the Offered Shares pursuant to this Agreement and (y) the recipients of the shares of Common Stock or Related Securities issued during agrees in writing to be bound by the Lock-up Period. same terms described in the agreement attached hereto as Exhibit D. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Shares.

Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through ending on and including the 90th 180th day following the date of the Prospectus (such period being referred to herein as the same may be extended as described below, the “Lock-up Period”), the Company will not, without the prior written consent of the Representatives Ladenburg (which consent may be withheld in their at the sole discretiondiscretion of Ladenburg), directly or indirectly: , (i) sellsell (including, offer without limitation, any short sale), offer, contract or grant any option to sell, contract to sell or lend any Shares or Related Securities (as defined below); (ii) effect any short salepledge, assign, transfer or establish or increase any an open “put equivalent position” (as defined in within the meaning of Rule 16a-1(h) under the Exchange Act) , or liquidate otherwise dispose of or decrease transfer, or announce the offering of, or file any “call equivalent position” (as defined in Rule 16a-1(b) registration statement under the Exchange Act) of Securities Act in respect of, any Shares, options, rights or warrants to acquire Shares or Related Securities; securities exchangeable or exercisable for or convertible into Shares (iii) pledgeother than as contemplated by this Agreement with respect to the Offered Shares), hypothecate or grant any security interest in any Shares or Related Securities; (iv) in any other way transfer or dispose of any Shares or Related Securities; (vii) enter into any swap, hedge or similar arrangement or agreement that transfers, transfers in whole or in part, the economic risk of ownership of any Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any Shares or Related Securities; (vii) submit or file any registration statement under the Securities Act in respect of any Shares or Related Securities (other than as contemplated by this Agreement with respect to the Offered Securities and other than the filing ofShares, or amendment to, one securities exchangeable or more registration statements on Form S-8 in respect exercisable for or convertible into Shares currently or hereafter owned either of any shares issued under record or beneficially by the grant of any award pursuant to an employee benefit plan in effect on the date hereof and that are described in the Registration Statement, the Time of Sale Prospectus and the Prospectus); Company or (viiiiii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may issue (Ax) effect the transactions contemplated hereby, (B) issue Shares or options to purchase Shares, or issue Shares upon exercise or conversion of Related Securitiesoptions, pursuant to any stock option, stock bonus or other stock plan or arrangement or other Related Securities described in the Registration Statement, the Time of Sale Prospectus and the each Applicable Prospectus, provided thatand (y) Shares in exchange for Operating Subsidiary units as described in each Applicable Prospectus. Notwithstanding the foregoing, in the case of options to purchase Shares granted to a director or executive officer of the Company if (i) during the Lock-up Period that may become exercisable during last 17 days of the Lock-up Period, such director the Company issues an earnings release or executive officers agrees 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 writing with each case the Underwriters not to sell, offer, dispose of or otherwise transfer any such options (or Shares issued upon the exercise of such options) during such Lock-up Period without will be extended until the prior written consent expiration of the Representatives (which consent may be withheld in their sole discretion), (C) issue Shares or Related Securities in an amount up to an aggregate of 5% of the sum of the Company’s fully18-diluted shares outstanding as of day period beginning on the date of the Prospectus issuance of the earnings release or the occurrence of the material news or material event, as applicable, unless Ladenburg waives, in writing, such extension (including which waiver may be withheld at the Firm Shares sole discretion of Ladenburg), except that such extension will not apply if, within three business days prior to be sold the 15th calendar day before the last day of the Lock-up Period, the Company delivers a certificate, signed by the Chief Financial Officer or Chief Executive Officer of the Company, certifying on behalf of the Company pursuant to this Agreement and that (x) the Optional Shares, only to the extent such Optional Shares are issued, and giving effect to “actively traded securities” (as defined in Regulation M under the Warrant Shares issuable upon exercise of the Pre-Funded Warrants) in connection with mergers or acquisitions of securities, businesses, property or other assets (including pursuant to any employee benefit plans assumed in connection with such transactionsExchange Act), joint ventures, strategic alliances, partnering arrangements or equipment leasing arrangements), and (Dy) issue Shares pursuant to the terms of that certain License and Collaboration Agreement, dated as of December 2, 2019, by and between Xenon Pharmaceuticals Inc. and Neurocrine Biosciences, Inc., as amended; provided that, in the case of clause (C) and for the avoidance of doubt, that the Company shall not file any registration statement meets the applicable requirements of paragraph (a)(1) of Rule 139 under the Securities Act in respect the manner contemplated by National Association of Securities Dealers (“NASD”) Conduct Rule 2711(f)(4), and (z) 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 Shares or Related Securities issued during extension). The Company will provide the Representatives with prior notice of any such announcement that gives rise to an extension of the Lock-up Period. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Shares.

Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th day following the date of the Prospectus (such period being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of the Representatives Representative (which consent may be withheld in their its sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any Shares or Related Securities (as defined below); (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position” (as defined in Rule 16a-1(b) under the Exchange Act) of any Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest in any Shares or Related Securities; (iv) in any other way transfer or dispose of any Shares or Related Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any Shares or Related Securities; (vii) submit or file any registration statement under the Securities Act in respect of any Shares or Related Securities (other than as contemplated by this Agreement with respect to the Offered Securities Shares and other than the filing of, or amendment to, one or more registration statements on Form S-8 in respect of any shares issued under or the grant of any award pursuant to an employee benefit plan in effect on the date hereof and that are described in the Registration Statement, the Time of Sale Prospectus, the Prospectus and the Canadian Prospectus); or (viii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby, (B) issue Shares or options to purchase Shares, or issue Shares upon exercise or conversion of Related Securities, pursuant to any stock option, stock bonus or other stock plan or arrangement or other Related Securities described in the Registration Statement, the Time of Sale Prospectus, the Prospectus and the Canadian Prospectus, provided that, in the case of options to purchase Shares granted to a director or executive officer of the Company during the Lock-up Period that may become exercisable during the Lock-up Period, such director or executive officers agrees in writing with the Underwriters not to sell, offer, dispose of or otherwise transfer any such options (or Shares issued upon the exercise of such options) during such Lock-up Period without the prior written consent of the Representatives Representative (which consent may be withheld in their sole discretion), and (C) issue Shares or Related Securities in an amount up to an aggregate of 5% of the sum of the Company’s fully-diluted shares outstanding as of the date of the Prospectus (including the Firm Shares to be sold by the Company pursuant to this Agreement and the Optional Shares, only to the extent such Optional Shares are issued, and giving effect to the Warrant Shares issuable upon exercise of the Pre-Funded Warrants)) in connection with mergers or acquisitions of securities, businesses, property or other assets (including pursuant to any employee benefit plans assumed in connection with such transactions), joint ventures, strategic alliances, partnering arrangements or equipment leasing arrangements), and (D) issue Shares pursuant to the terms of that certain License and Collaboration Agreement, dated as of December 2, 2019, by and between Xenon Pharmaceuticals Inc. and Neurocrine Biosciences, Inc., as amended; provided that, in the case of clause (C) and for the avoidance of doubt, that the Company shall not file any registration statement under the Securities Act in respect of such Shares or Related Securities issued during the Lock-up Period. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Shares.

Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th day following the date of the Prospectus (such period being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of the Representatives Representative (which consent may be withheld in their sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any Shares or Related Securities (as defined below); (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position” (as defined in Rule 16a-1(b) under the Exchange Act) of any Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest in any Shares or Related Securities; (iv) in any other way transfer or dispose of any Shares or Related Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any Shares or Related SecuritiesSecurities (other than as contemplated by this Agreement with respect to the Offered Shares); (vii) submit or file any registration statement under the Securities Act in respect of any Shares or Related Securities (other than as contemplated by this Agreement with respect to the Offered Securities and other than Shares); (viii) effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the filing of, or amendment to, one or more registration statements on Form S-8 in respect of any shares issued under or the grant of any award pursuant to an employee benefit plan in effect on the date hereof and that are described in the Registration Statement, the Time of Sale Prospectus and the Prospectus)outstanding Shares; or (viiiix) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby, (B) issue Shares Shares, restricted stock awards, restricted stock units, or options to purchase Shares, or issue Shares upon exercise or conversion of Related Securitiesoptions, pursuant to any stock option, stock bonus or other stock plan or arrangement or other Related Securities described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, provided thator pursuant to any qualifying inducement award under Nasdaq rules, in the case of options or issue warrants to purchase Shares granted in exchange for or upon conversion of outstanding warrants to a director purchase preferred shares, or executive officer issue Shares upon conversion of outstanding preferred shares, but only if the Company during holders of such Shares, options, warrants or preferred shares (as the Lock-up Period that case may become exercisable during the Lock-up Period, such director or executive officers agrees be) agree in writing with the Underwriters not to sell, offer, dispose of or otherwise transfer any such Shares or options (or Shares issued upon the exercise of such options) during such Lock-up Period without the prior written consent of the Representatives Representative (which consent may be withheld in their its sole discretion)) or provide the Representative a signed Lock-Up Agreement substantially in the form of Exhibit A hereto, (C) file one or more registration statements on Form S-8 with respect to any Shares or Related Securities issued or issuable pursuant to any stock option, stock bonus, or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus or the Prospectus, or pursuant to any qualifying inducement award under Nasdaq rules, (D) issue Shares in connection with the acquisition or license by the Company of the securities, business, property, technology or other assets of another person or business entity or pursuant to any employee benefit plan assumed by the Company in connection with any such acquisition; (E) issue Shares or Related Securities in Securities, or enter into an amount up agreement to an aggregate of 5% of the sum of the Company’s fully-diluted shares outstanding as of the date of the Prospectus (including the Firm issue Shares to be sold by the Company pursuant to this Agreement and the Optional Sharesor Related Securities, only to the extent such Optional Shares are issued, and giving effect to the Warrant Shares issuable upon exercise of the Pre-Funded Warrants) in connection with mergers or acquisitions of securitiesany merger, businessesjoint venture, property strategic alliance, commercial or other assets (including pursuant to any employee benefit plans assumed in connection with such transactions), joint ventures, strategic alliances, partnering arrangements or equipment leasing arrangements), and (D) issue Shares pursuant to the terms of that certain License and Collaboration Agreement, dated as of December 2, 2019, by and between Xenon Pharmaceuticals Inc. and Neurocrine Biosciences, Inc., as amendedcollaborative transaction; provided that, in the case of clause immediately preceding clauses (CD) and for (E), (x) the avoidance aggregate number of doubt, that Shares issued or underlying such Related Securities issued in connection with all such acquisitions and other transactions does not exceed 5% of the Company shall not file any registration statement under number of Shares outstanding on a fully diluted basis after giving effect to the Securities Act in respect consummation of such the offering of the Offered Shares pursuant to this Agreement and (y) the recipients of the Shares or Related Securities issued agrees in writing to be bound by the same terms described in the lock-up agreement attached for the remainder of the Lock-Up Period; and (F) assist any stockholder of the Company in the establishment of a trading plan by such stockholder pursuant to Rule 10b5-1 under the Exchange Act for the transfer of shares of Common Stock, provided that such plan does not provide for the transfer of shares of Common Stock during the Lock-Up Period, and the establishment of such plan does not require or otherwise result in any public filings or other public announcement of such plan during such Lock-Up Period and such plan is otherwise permitted to be implemented during the Lock-up PeriodPeriod pursuant to the terms of the Lock-Up Agreement between such stockholder and the Underwriters in connection with the offering of the Offered Shares. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Shares.

Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including ending on the 90th day following the date of the Prospectus (such period being referred to herein as the “Lock-up Period”)Prospectus, the Company will not, without the prior written consent of the Representatives Representative (which consent may be withheld in their at the sole discretiondiscretion of the Representative), directly or indirectly: (i) , sell, offer offer, contract or grant any option to sell, contract to sell or lend any Shares or Related Securities (as defined below); (ii) effect any short salepledge, transfer or establish or increase any an open “put equivalent position” (as defined in or liquidate or decrease a “call equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act) , or liquidate or decrease any “call equivalent position” (as defined in Rule 16a-1(b) under the Exchange Act) of any Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest in any Shares or Related Securities; (iv) in any other way transfer or otherwise dispose of any Shares or Related Securities; transfer (v) or enter into any swaptransaction which is designed to, hedge or similar arrangement might reasonably be expected to, result in the disposition of), or agreement that transfers, in whole or in part, the economic risk of ownership of any Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any Shares or Related Securities; (vii) submit of, or file any registration statement under the Securities Act in respect of, any shares of any Shares Common Stock, options or Related Securities warrants to acquire shares of the Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock (other than as contemplated by this Agreement with respect to the Offered Securities and other than the filing of, or amendment to, one or more registration statements on Form S-8 in respect of any shares issued under or the grant of any award pursuant to an employee benefit plan in effect on the date hereof and that are described in the Registration Statement, the Time of Sale Prospectus and the ProspectusShares); or (viii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby, (Bi) issue Shares shares of its Common Stock or options to purchase Sharesits Common Stock, or issue Shares Common Stock upon exercise or conversion of Related Securitiesoptions, pursuant to any stock option, stock bonus or other stock plan or arrangement or other Related Securities described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, provided thatbut only if the holders of such shares, in the case options, or shares issued upon exercise of options to purchase Shares granted to a director or executive officer of the Company during the Lock-up Period that may become exercisable during the Lock-up Periodsuch options, such director or executive officers agrees agree in writing with the Underwriters not to sell, offer, dispose of or otherwise transfer any such shares or options (or Shares issued upon the exercise of such options) during such Lock90-up Period day period without the prior written consent of the Representatives Representative (which consent may be withheld in their at the sole discretion), discretion of the Representative) and (Cii) issue Shares file one or Related Securities in an amount more selling stockholder registration statements registering the offering and sale of up to an aggregate 500,000 shares of 5% Common Stock. Notwithstanding the foregoing, if (x) during the last 17 days of the sum 90-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs, or (y) prior to the expiration of the Company’s fully90-diluted shares outstanding as day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the date 90-day period, the restrictions imposed in this clause shall continue to apply until the expiration of the Prospectus (including 18-day period beginning on the Firm Shares to issuance of the earnings release or the occurrence of the material news or material event; provided, however, that such restrictions shall not be sold so extended solely by virtue of the Company pursuant to this Agreement publishing or distribution by any Underwriter of any research regarding any earnings release, material news or a material event, if such research report complies with Rule 139 of the Securities Act and the Optional Shares, only Common Stock is “actively traded,” as defined in Rule 101(c)(1) of Regulation M under the Exchange Act. The Company will provide the Representative and any co-managers and each individual subject to the extent such Optional Shares are issued, and giving effect to the Warrant Shares issuable upon exercise of the Pre-Funded Warrants) in connection with mergers or acquisitions of securities, businesses, property or other assets (including pursuant to any employee benefit plans assumed in connection with such transactions), joint ventures, strategic alliances, partnering arrangements or equipment leasing arrangements), and (D) issue Shares restricted period pursuant to the terms of that certain License and Collaboration Agreement, dated as of December 2, 2019, by and between Xenon Pharmaceuticals Inc. and Neurocrine Biosciences, Inc., as amended; provided that, in the case of clause (C) and for the avoidance of doubt, that the Company shall not file any registration statement under the Securities Act in respect of such Shares or Related Securities issued during the Locklock-up Period. For purposes letters described in Section 5(h) with prior notice of any such announcement that gives rise to an extension of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Sharesrestricted period.

Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th day following the date of the Prospectus (such period being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of the Representatives ▇.▇. ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, BofA Securities and Stifel (which consent may be withheld in their sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any Shares or Related Securities (as defined below); (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position” (as defined in Rule 16a-1(b) under the Exchange Act) of any Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest in any Shares or Related Securities; (iv) in any other way transfer or dispose of any Shares or Related Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any Shares or Related Securities; (vii) submit or file any registration statement under the Securities Act in respect of any Shares or Related Securities (other than as contemplated by this Agreement with respect to the Offered Securities and other than the filing of, or amendment to, one or more registration statements on Form S-8 in respect of any shares issued under or the grant of any award pursuant to an employee benefit plan in effect on the date hereof and that are described in the Registration Statement, the Time of Sale Prospectus and the Prospectus); or (viii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby, (B) issue Shares or options to purchase Shares, or issue Shares upon exercise or conversion of Related Securities, pursuant to any stock option, stock bonus or other stock plan or arrangement or other Related Securities described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, provided that, in the case of options to purchase Shares granted to a director or executive officer of the Company during the Lock-up Period that may become exercisable during the Lock-up Period, such director or executive officers officer agrees in writing with the Underwriters not to sell, offer, dispose of or otherwise transfer any such options (or Shares issued upon the exercise of such options) during such Lock-up Period without the prior written consent of the Representatives ▇.▇. ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, BofA Securities and Stifel (which consent may be withheld in their sole discretion), (C) issue Shares or Related Securities in an amount up to an aggregate of 5% of the sum of the Company’s fully-diluted shares outstanding as of the date of the Prospectus (including the Firm Shares to be sold by the Company pursuant to this Agreement and the Optional Shares, only to the extent such Optional Shares are issued, and giving effect to the Warrant Shares issuable upon exercise of the Pre-Funded Warrants) in connection with mergers or acquisitions of securities, businesses, property or other assets (including pursuant to any employee benefit plans assumed in connection with such transactions), joint ventures, strategic alliances, partnering arrangements or equipment leasing arrangements), and (D) issue Shares pursuant to the terms of that certain License and Collaboration Agreement, dated as of December 2, 2019, by and between Xenon Pharmaceuticals Inc. and Neurocrine Biosciences, Inc., as amended; provided that, in the case of clause (C) and for the avoidance of doubt, that the Company shall not file any registration statement under the Securities Act in respect of such Shares or Related Securities issued during the Lock-up Period. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Shares.

Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including ending on the 90th day following the date of the Prospectus (such period being referred to herein as the “Lock-up Period”)Prospectus, the Company will not, without the prior written consent of the Representatives Representative (which consent may be withheld in their at the sole discretiondiscretion of the Representative), directly or indirectly: (i) , sell, offer offer, contract or grant any option to sell, contract to sell or lend any Shares or Related Securities (as defined below); (ii) effect any short salepledge, transfer or establish or increase any an open “put equivalent position” (as defined in or liquidate or decrease a “call equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act) , or liquidate or decrease any “call equivalent position” (as defined in Rule 16a-1(b) under the Exchange Act) of any Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest in any Shares or Related Securities; (iv) in any other way transfer or otherwise dispose of any Shares or Related Securities; transfer (v) or enter into any swaptransaction which is designed to, hedge or similar arrangement might reasonably be expected to, result in the disposition of), or agreement that transfers, in whole or in part, the economic risk of ownership of any Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any Shares or Related Securities; (vii) submit of, or file any registration statement under the Securities Act in respect of, any shares of any Shares Common Stock, options or Related Securities warrants to acquire shares of the Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock (other than as contemplated by this Agreement with respect to the Offered Securities and other than the filing of, or amendment to, one or more registration statements on Form S-8 in respect of any shares issued under or the grant of any award pursuant to an employee benefit plan in effect on the date hereof and that are described in the Registration Statement, the Time of Sale Prospectus and the ProspectusShares); or (viii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby, (Bi) issue Shares shares of its Common Stock or options to purchase Sharesits Common Stock, or issue Shares Common Stock upon exercise or conversion of Related Securitiesoptions, pursuant to any stock option, stock bonus or other stock plan or arrangement or other Related Securities convertible securities outstanding on the date hereof in each case described in the Registration Statement, the Time of Sale Prospectus Disclosure Package and the Prospectus, provided thatbut only if the holders of such shares, in the case options, or shares issued upon exercise of options to purchase Shares granted to a director or executive officer of the Company during the Lock-up Period that may become exercisable during the Lock-up Periodsuch options, such director or executive officers agrees agree in writing with the Underwriters not to sell, offer, dispose of or otherwise transfer any such shares or options (or Shares issued upon the exercise of such options) during such Lock90-up Period day period without the prior written consent of the Representatives Representative (which consent may be withheld in their at the sole discretion), discretion of the Representative) and (Cii) issue Shares or Related Securities in an amount up to an aggregate 2,153,616 shares of 5% its Common Stock as part of the sum purchase price consideration for the Acquisition but only if the holders of such shares issued as part of the Company’s fullypurchase price consideration for the Acquisition agree in writing not to sell, offer, dispose of or otherwise transfer any such shares during such 90-diluted shares outstanding as day period without the prior written consent of the date Representative (which consent may be withheld at the sole discretion of the Prospectus Representative). Notwithstanding the foregoing, if (including x) during the Firm Shares to be sold by last 17 days of the 90-day restricted period the Company pursuant to this Agreement and the Optional Shares, only issues an earnings release or material news or a material event relating to the extent such Optional Shares are issuedCompany occurs, and giving effect or (y) prior to the Warrant Shares issuable upon exercise expiration of the Pre90-Funded Warrants) day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 90-day period, the restrictions imposed in connection with mergers this clause shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or acquisitions the occurrence of securitiesthe material news or material event; provided, businesses, property or other assets (including pursuant to any employee benefit plans assumed in connection with such transactions), joint ventures, strategic alliances, partnering arrangements or equipment leasing arrangements), and (D) issue Shares pursuant to the terms of that certain License and Collaboration Agreement, dated as of December 2, 2019, by and between Xenon Pharmaceuticals Inc. and Neurocrine Biosciences, Inc., as amended; provided that, in the case of clause (C) and for the avoidance of doubthowever, that the Company such restrictions shall not file be so extended solely by virtue of the publishing or distribution by any registration statement Underwriter of any research regarding any earnings release, material news or a material event, if such research report complies with Rule 139 under the Securities Act and the Common Stock constitutes “actively traded securities,” as defined in respect Rule 101(c)(1) of Regulation M under the Exchange Act. The Company will provide the Representative and any co-managers and each individual subject to the restricted period pursuant to the lockup letters described in Section 5(i) with prior notice of any such Shares or Related Securities issued during the Lock-up Period. For purposes announcement that gives rise to an extension of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Sharesrestricted period.

Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th day following the date of the Prospectus (such period being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of the Representatives Jefferies (which consent may be withheld in their its sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any Shares or Related Securities (as defined below); (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position” (as defined in Rule 16a-1(b) under the Exchange Act) of any Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest in any Shares or Related Securities; (iv) in any other way transfer or dispose of any Shares or Related Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any Shares or Related Securities; (vii) submit or file any registration statement under the Securities Act in respect of any Shares or Related Securities (other than as contemplated by this Agreement with respect to the Offered Securities and other than Shares); (viii) effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the filing of, or amendment to, one or more registration statements on Form S-8 in respect of any shares issued under or the grant of any award pursuant to an employee benefit plan in effect on the date hereof and that are described in the Registration Statement, the Time of Sale Prospectus and the Prospectus)outstanding Shares; or (viiiix) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby, (B) issue Shares Shares, restricted stock units or options to purchase Shares, or issue Shares upon exercise or conversion of Related Securitiesoptions, pursuant to any stock option, stock bonus or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus or pursuant to an inducement plan or arrangement adopted by the Company after the date hereof, provided, however, that such inducement plan and/or arrangement may not exceed 500,000 shares in the aggregate and shall be limited to options to purchase Shares granted to employees hired after the date hereof which such options shall not vest until the expiration of the Lock-up Period, (C) file a registration statement on Form S-8 with respect to any Shares or Related Securities issued or issuable pursuant to any stock option, stock bonus or other Related Securities stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, provided that(D) issuances of Shares or other securities in connection with a transaction that includes a commercial relationship (including joint ventures, in the case marketing or distribution arrangements, collaboration agreements or intellectual property license agreements) or any acquisition of options to purchase Shares granted to assets or at least a director or executive officer controlling portion of the Company during equity of another entity, provided that (x) the Lock-up Period that may become exercisable during the Lock-up Period, such director aggregate number of shares or executive officers agrees in writing with the Underwriters securities issued pursuant to this clause (D) shall not to sell, offer, dispose of or otherwise transfer any such options (or Shares issued upon the exercise of such options) during such Lock-up Period without the prior written consent of the Representatives (which consent may be withheld in their sole discretion), (C) issue Shares or Related Securities in an amount up to an aggregate of 5exceed 5.0% of the sum total number of outstanding shares of the Company’s fully-diluted shares outstanding as common stock immediately following the issuance and sale of the date of the Prospectus (including the Firm Offered Shares to be sold by the Company pursuant to this Agreement and the Optional Shares, only to the extent such Optional Shares are issued, and giving effect to the Warrant Shares issuable upon exercise of the Pre-Funded Warrants) in connection with mergers or acquisitions of securities, businesses, property or other assets (including pursuant to any employee benefit plans assumed in connection with such transactions), joint ventures, strategic alliances, partnering arrangements or equipment leasing arrangements)hereto, and (Dy) issue Shares pursuant to the terms recipient of that certain License and Collaboration Agreement, dated as of December 2, 2019, by and between Xenon Pharmaceuticals Inc. and Neurocrine Biosciences, Inc., as amended; provided that, any such shares or securities shall sign a Lock-Up Agreement in the case of clause (C) and for the avoidance of doubt, that the Company shall not file any registration statement under the Securities Act in respect of such Shares or Related Securities issued during the Lock-up Period. form attached hereto as Exhibit A. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Shares.

Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th day following the date of the Prospectus (such period being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of the Representatives Representative (which consent may be withheld in their its sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any Shares or Related Securities (as defined below); (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position” (as defined in Rule 16a-1(b) under the Exchange Act) of any Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest in any Shares or Related Securities; (iv) in any other way transfer or dispose of any Shares or Related Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any Shares or Related Securities; (vii) submit or file any registration statement under the Securities Act in respect of any Shares or Related Securities (other than as contemplated by this Agreement with respect to the Offered Securities and other than the filing of, or amendment to, one or more registration statements on Form S-8 in respect of any shares issued under or the grant of any award pursuant to an employee benefit plan in effect on the date hereof and that are described in the Registration Statement, the Time of Sale Prospectus and the ProspectusShares); or (viii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby, hereby (B) issue Shares, rights to receive Shares, phantom equity settleable into Shares or options to purchase Shares, or issue Shares upon settlement of phantom equity or vesting of rights to receive Shares or exercise or conversion of Related Securitiesoptions, pursuant to any stock option, stock bonus or other stock plan or arrangement or other Related Securities described in the Registration Statement, the Time of Sale Prospectus and the ProspectusProspectus or any compensatory equity plan, provided thatbut only if the holders of such Shares, in the case of phantom equity, rights to receive Shares or options to purchase Shares granted to a director or executive officer of the Company during the Lock-up Period that may become exercisable during the Lock-up Period, such director or executive officers agrees agree in writing with the Underwriters not to sell, offer, dispose of or otherwise transfer any such Shares, rights to receive Shares, phantom equity or options (or Shares issued upon the exercise of such options) during such Lock-up Period without the prior written consent of the Representatives Representative (which consent may be withheld in their its sole discretion), except as allowed pursuant to the form of Lock-up Agreement on Exhibit A, (C) file any registration statement on Form S-8 or a successor form thereto, (D) file any registration statement that the Company is required to file pursuant to the Registration Rights Agreement dated as of August 11, 2014, among the Company and the Shareholders party thereto and (E) issue Shares or Related Securities other securities issued in an amount up connection with a transaction that includes a commercial relationship (including joint ventures, marketing or distribution arrangements, collaboration agreements or intellectual property license agreements) or any acquisition of assets or not less than a majority or controlling portion of the equity of another entity, provided that (x) the aggregate number of shares issued pursuant to an aggregate of 5this clause (E) shall not exceed 5.0% of the sum total number of outstanding Shares immediately following the issuance and sale of the Company’s fully-diluted shares outstanding as of the date of the Prospectus (including the Firm Shares to be sold by the Company pursuant to this Agreement and the Optional Shares, only to the extent such Optional Shares are issued, and giving effect to the Warrant Shares issuable upon exercise of the Pre-Funded Warrants) in connection with mergers or acquisitions of securities, businesses, property or other assets (including pursuant to any employee benefit plans assumed in connection with such transactions), joint ventures, strategic alliances, partnering arrangements or equipment leasing arrangements), and (D) issue Shares pursuant to the terms of that certain License and Collaboration Agreement, dated as of December 2, 2019, by and between Xenon Pharmaceuticals Inc. and Neurocrine Biosciences, Inc., as amended; provided that, in the case of clause (C) and for the avoidance of doubt, that the Company shall not file any registration statement under the Securities Act in respect of such Shares or Related Securities issued during the Lock-up Period. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Shares.Offered

Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th day following the date of the Prospectus (such period being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of the Representatives Jefferies (which consent may be withheld in their its sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any Shares or Related Securities (as defined below); (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position” (as defined in Rule 16a-1(b) under the Exchange Act) of any Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest in any Shares or Related Securities; (iv) in any other way transfer or dispose of any Shares or Related Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any Shares or Related SecuritiesSecurities (other than any Shares sold pursuant to this Agreement); (vii) submit or file any registration statement under the Securities Act in respect of any Shares or Related Securities (other than as contemplated by this Agreement with respect to the Offered Securities and other than the filing of, or amendment to, one or more registration statements on Form S-8 in respect of any shares issued under or the grant of any award pursuant to an employee benefit plan in effect on the date hereof and that are described in the Registration Statement, the Time of Sale Prospectus and the ProspectusShares); or (viii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby, hereby and (B) issue Shares or Shares, options to purchase Shares, restricted stock units, or issue Shares upon exercise or conversion of Related Securitiesoptions, pursuant to any stock option, stock bonus or other stock plan or arrangement or other Related Securities described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, provided that, Prospectus or pursuant to inducement grants to new employees in the case of options to purchase Shares granted to a director or executive officer of the Company during the Lock-up Period that may become exercisable during the Lock-up Period, such director or executive officers agrees in writing compliance with the Underwriters not to sell, offer, dispose of or otherwise transfer any such options (or Shares issued upon the exercise of such options) during such Lock-up Period without the prior written consent of the Representatives (which consent may be withheld in their sole discretion)applicable Nasdaq rules, (C) issue Shares pursuant to the conversion, vesting or Related Securities exchange of convertible, vesting or exchangeable securities, in an amount up each case outstanding on the date hereof, (D) file a registration statement on Form S-8 to an aggregate register Shares issuable pursuant to the terms of 5% a stock option, stock bonus or other stock plan or arrangement described in the Registration Statement, Time of Sale Prospectus and the sum of Prospectus or subsequently approved by the Company’s fully-diluted shares outstanding as board of directors and its stockholders, and (E) issue Shares in connection with any joint venture, commercial or collaborative relationship or the date of the Prospectus (including the Firm Shares to be sold acquisition or license by the Company pursuant to this Agreement and the Optional Shares, only to the extent such Optional Shares are issued, and giving effect to the Warrant Shares issuable upon exercise of the Pre-Funded Warrants) in connection with mergers or acquisitions of securities, businesses, property or other assets (including of another person or entity or pursuant to any employee benefit plans plan as assumed by the Company in connection with any such transactions)acquisition; provided, joint ventureshowever, strategic alliances, partnering arrangements or equipment leasing arrangements), and (D) issue Shares pursuant to the terms of that certain License and Collaboration Agreement, dated as of December 2, 2019, by and between Xenon Pharmaceuticals Inc. and Neurocrine Biosciences, Inc., as amended; provided that, in the case of clause (CE), (x) and for the avoidance of doubt, that the Company such Shares shall not file any registration statement under in the Securities Act in respect aggregate exceed 5% of such the Company’s outstanding shares of common stock immediately following the consummation of the offering of the Offered Shares or Related Securities issued during contemplated by this Agreement and (y) the recipients thereof provide to the Representatives a signed Lock-up PeriodUp Agreement in the form of Exhibit A hereto. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Shares.

Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through ending on and including the 90th 60th day following the date of the Prospectus (such period being referred to herein as the same may be extended as described below, the “Lock-up Period”), the Company will not, without the prior written consent of the Representatives ▇▇▇▇▇ (which consent may be withheld in their at the sole discretiondiscretion of ▇▇▇▇▇), directly or indirectly: , (i) sellsell (including, offer without limitation, any short sale), offer, contract or grant any option to sell, contract to sell or lend any Shares or Related Securities (as defined below); (ii) effect any short salepledge, assign, transfer or establish or increase any an open “put equivalent position” (as defined in within the meaning of Rule 16a-1(h) under the Exchange Act) , or liquidate otherwise dispose of or decrease transfer, or announce the offering of, or file any “call equivalent position” (as defined in Rule 16a-1(b) registration statement under the Exchange Act) of Securities Act in respect of, any Shares, options, rights or warrants to acquire Shares or Related Securities; securities exchangeable or exercisable for or convertible into Shares (iii) pledgeother than as contemplated by this Agreement with respect to the Offered Shares), hypothecate or grant any security interest in any Shares or Related Securities; (iv) in any other way transfer or dispose of any Shares or Related Securities; (vii) enter into any swap, hedge or similar arrangement or agreement that transfers, transfers in whole or in part, the economic risk of ownership of any Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any Shares or Related Securities; (vii) submit or file any registration statement under the Securities Act in respect of any Shares or Related Securities (other than as contemplated by this Agreement with respect to the Offered Securities and other than the filing ofShares, or amendment to, one securities exchangeable or more registration statements on Form S-8 in respect exercisable for or convertible into Shares currently or hereafter owned either of any shares issued under record or beneficially by the grant of any award pursuant to an employee benefit plan in effect on the date hereof and that are described in the Registration Statement, the Time of Sale Prospectus and the Prospectus); Company or (viiiiii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may issue (Ax) effect the transactions contemplated hereby, (B) issue Shares or options to purchase Shares, or issue Shares upon exercise or conversion of Related Securitiesoptions, pursuant to any stock option, stock bonus or other stock plan or arrangement or other Related Securities described in the Registration Statement, the Time of Sale Prospectus and the each Applicable Prospectus, provided that, (y) Shares in exchange for Operating Partnership units and (z) units of the Operating Partnership (which are redeemable or exchangeable for Shares) solely in conjunction with the acquisition of properties in the case of options to purchase Shares granted to a director or executive officer ordinary course of the Company Company’s business as described in each Applicable Prospectus (but not otherwise issued in conjunction with any financing or capital raising activity). Notwithstanding the foregoing, if (i) during the Lock-up Period that may become exercisable during last 17 days of the Lock-up Period, such director the Company issues an earnings release or executive officers agrees 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 writing with each case the Underwriters not to sell, offer, dispose of or otherwise transfer any such options (or Shares issued upon the exercise of such options) during such Lock-up Period without will be extended until the prior written consent expiration of the Representatives (which consent may be withheld in their sole discretion), (C) issue Shares or Related Securities in an amount up to an aggregate of 5% of the sum of the Company’s fully18-diluted shares outstanding as of day period beginning on the date of the Prospectus issuance of the earnings release or the occurrence of the material news or material event, as applicable, unless ▇▇▇▇▇ waives, in writing, such extension (including which waiver may be withheld at the Firm Shares sole discretion of ▇▇▇▇▇), except that such extension will not apply if, within three business days prior to be sold the 15th calendar day before the last day of the Lock-up Period, the Company delivers a certificate, signed by the Chief Financial Officer or Chief Executive Officer of the Company, certifying on behalf of the Company pursuant to this Agreement and that (x) the Optional Shares, only to the extent such Optional Shares are issued, and giving effect to “actively traded securities” (as defined in Regulation M under the Warrant Shares issuable upon exercise of the Pre-Funded Warrants) in connection with mergers or acquisitions of securities, businesses, property or other assets (including pursuant to any employee benefit plans assumed in connection with such transactionsExchange Act), joint ventures, strategic alliances, partnering arrangements or equipment leasing arrangements), and (Dy) issue Shares pursuant to the terms of that certain License and Collaboration Agreement, dated as of December 2, 2019, by and between Xenon Pharmaceuticals Inc. and Neurocrine Biosciences, Inc., as amended; provided that, in the case of clause (C) and for the avoidance of doubt, that the Company shall not file any registration statement meets the applicable requirements of paragraph (a)(1) of Rule 139 under the Securities Act in respect the manner contemplated by NASD Conduct Rule 2711(f)(4), and (z) 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 Shares or Related Securities issued during extension). The Company will provide the Representatives with prior notice of any such announcement that gives rise to an extension of the Lock-up Period. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Shares.

Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including ending on the 90th 60th day following the date of the Prospectus (such period being referred to herein as the “Lock-up Period”)Prospectus, the Company will not, without the prior written consent of the Representatives Underwriter (which consent may be withheld in their at the sole discretiondiscretion of the Underwriter), directly or indirectly: (i) , sell, offer offer, contract or grant any option to sell, contract to sell or lend any Shares or Related Securities (as defined below); (ii) effect any short salepledge, transfer or establish or increase any an open “put equivalent position” (as defined in or liquidate or decrease a “call equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act) , or liquidate or decrease any “call equivalent position” (as defined in Rule 16a-1(b) under the Exchange Act) of any Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest in any Shares or Related Securities; (iv) in any other way transfer or otherwise dispose of any Shares or Related Securities; transfer (v) or enter into any swaptransaction that is designed to, hedge or similar arrangement might reasonably be expected to, result in the disposition of), or agreement that transfers, in whole or in part, the economic risk of ownership of any Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any Shares or Related Securities; (vii) submit of, or file any registration statement under the Securities Act in respect of any Shares or Related Securities (other than as contemplated by this Agreement with respect to the Offered Securities and other than the filing of, or amendment to, one or more registration statements on Form S-8 in respect of any shares issued under or the grant of any award pursuant to an employee benefit plan in effect on the date hereof and that are described in the Registration Statement, the Time of Sale Prospectus and the Prospectus); or (viii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby, (B) issue Shares or options to purchase Common Shares, or issue Shares upon exercise or conversion of Related Securities, pursuant to any stock option, stock bonus or other stock plan or arrangement or other Related Securities described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, provided that, in the case of options to purchase Shares granted to a director or executive officer of the Company during the Lock-up Period that may become exercisable during the Lock-up Period, such director or executive officers agrees in writing with the Underwriters not to sell, offer, dispose of or otherwise transfer any such options (or Shares issued upon the exercise of such options) during such Lock-up Period without the prior written consent of the Representatives (which consent may be withheld in their sole discretion), (C) issue Shares or Related Securities in an amount up to an aggregate of 5% of the sum of the Company’s fully-diluted shares outstanding as of the date of the Prospectus (including the Firm Shares to be sold by the Company pursuant to this Agreement and the Optional Shares, only to the extent such Optional Shares are issued, and giving effect to the Warrant Shares issuable upon exercise of the Pre-Funded Warrants) in connection with mergers or acquisitions of securities, businesses, property or other assets (including pursuant to any employee benefit plans assumed in connection with such transactions), joint ventures, strategic alliances, partnering arrangements or equipment leasing arrangements), and (D) issue Shares pursuant to the terms of that certain License and Collaboration Agreement, dated as of December 2, 2019, by and between Xenon Pharmaceuticals Inc. and Neurocrine Biosciences, Inc., as amended; provided that, in the case of clause (C) and for the avoidance of doubt, that the Company shall not file any registration statement under the Securities Act in respect of such Shares or Related Securities issued during the Lock-up Period. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Common Shares or any securities exchangeable or exercisable for or convertible into Common Shares, other than (a) the Shares to be sold hereunder, (b) the filing of a registration statement or prospectus supplement or the issuance by the Company of shares of Common Shares upon the conversion of OP Units outstanding on the date hereof, (c) grants of restricted Common Shares or restricted common share units pursuant to acquire other the Company’s 2008 Long-Term Equity Incentive Ownership Plan, provided that such securities will not vest or rights ultimately exchangeable become exercisable, as applicable, during the 60-day restricted period without the Underwriter’s prior written consent, (d) the filing of a registration statement or exercisable forthe issuance of Common Shares pursuant to a dividend reinvestment plan, (e) the issuance of Common Shares or OP Units as consideration for the acquisition of real estate assets, or convertible into(f) any post-effective amendment to a registration statement on Form S-8 effective on the date hereof; provided, Shareshowever, that prior to the issuance of any of the Company’s securities of pursuant to clause (c) during the restricted period, the recipient of such securities shall sign and deliver a lock-up agreement as described in Section 5(h) below. Notwithstanding the foregoing, if (x) during the last 17 days of the 60-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs, or (y) prior to the expiration of the 60-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 60-day period, the restrictions imposed in this clause shall continue to apply 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. The Company will provide the Underwriter and each individual subject to the restricted period pursuant to the lock-up letters described in Section 5(h) with prior notice of any such announcement that gives rise to an extension of the restricted period.

Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th day following the date of the Prospectus (such period being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of the Representatives (which consent may be withheld in their sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any Shares or Related Securities (as defined below); (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position” (as defined in Rule 16a-1(b) under the Exchange Act) of any Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest in any Shares or Related Securities; (iv) in any other way transfer or dispose of any Shares or Related Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any Shares or Related Securities; (vii) submit or file any registration statement under the Securities Act in respect of any Shares or Related Securities (other than as contemplated by this Agreement with respect to the Offered Securities and other than the filing of, Shares or amendment to, one or more except for registration statements on Form S-8 in with respect of to any shares and all Shares or Related Securities to be issued under or the grant of any award pursuant to an any employee benefit plan in effect on the date hereof and that are or compensation plans described in the Registration Statement, the Time of Sale Prospectus and the Prospectus); or (viii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby, (B) issue Shares pursuant to the exercise of warrants outstanding as of the date hereof and described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, (C) issue Shares or options to purchase Shares, or issue Shares upon exercise or conversion of Related Securitiesoptions, pursuant to any stock option, stock bonus or other stock plan or arrangement or other Related Securities described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, ; provided that, in if the case holder of any such Shares or options to purchase Shares granted to a director or executive officer is one of the Company during the Lock-up Period that may become exercisable during the Lock-up PeriodCompany’s directors, officers or stockholder listed on Exhibit C attached hereto, such director or executive officers agrees holder shall agree in writing with the Underwriters not to sell, offer, dispose of or otherwise transfer any such Shares or options (or Shares issued upon the exercise of such options) during such Lock-up Period without and (D) the prior written consent issuance by the Company of the Representatives (which consent may be withheld in their sole discretion), (C) issue Shares or Related Securities in an amount up to an aggregate of 5% of the sum of the Company’s fully-diluted shares outstanding as of the date of the Prospectus connection with a licensing arrangement, joint venture, acquisition or business combination or other collaboration or strategic transaction (including the Firm Shares to be sold by the Company pursuant to this Agreement and the Optional Shares, only to the extent such Optional Shares are issued, and giving effect to the Warrant Shares issuable upon exercise filing of the Pre-Funded Warrants) in connection with mergers or acquisitions of securities, businesses, property a registration statement on Form S-4 or other assets (including pursuant to any employee benefit plans assumed in connection appropriate form with such transactionsrespect thereto), joint ventures, strategic alliances, partnering arrangements or equipment leasing arrangements), and (D) issue Shares pursuant to the terms of that certain License and Collaboration Agreement, dated as of December 2, 2019, by and between Xenon Pharmaceuticals Inc. and Neurocrine Biosciences, Inc., as amended; provided that, in the case of clause (C) and for the avoidance of doubtD), that the Company shall not file any registration statement under the Securities Act in respect recipients of such Shares or Related Securities agree to be bound by the terms of the lockup letter in the form of Exhibit B hereto and the sum of the aggregate number of Shares or Related Securities so issued during shall not exceed 5% of the Lock-up Periodtotal outstanding Shares. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Shares.

Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th 30th day following the date of the Prospectus (such period being referred to herein as the “Lock-up Period”), neither the Company will notnor the Operating Partnership will, without the prior written consent of the Representatives ▇.▇. ▇▇▇▇▇▇, Barclays, BofA Securities and ▇▇▇▇▇ Fargo Securities (which provided that each such entity may withhold such consent may be withheld in their its sole discretion), directly or indirectly: (i) , issue, sell, offer offer, contract or grant any option to sell, contract to sell or lend any Shares or Related Securities (as defined below); (ii) effect any short salepledge, transfer or establish or increase any an open “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any a “call equivalent position” (as defined in within the meaning of Rule 16a-1(b) 16a-1 under the Exchange Act) of any Shares , or Related Securities; (iii) pledge, hypothecate or grant any security interest in any Shares or Related Securities; (iv) in any other way transfer or otherwise dispose of any Shares or Related Securities; transfer (v) or enter into any swaptransaction which is designed to, hedge or similar arrangement might reasonably be expected to, result in the disposition of), or agreement that transfers, in whole or in part, the economic risk of ownership of any Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any Shares or Related Securities; (vii) submit of, or file any registration statement under the Securities Act in respect of any Shares or Related Securities (other than as contemplated by this Agreement with respect to the Offered Securities and other than the filing of, or amendment to, one or more registration statements on Form S-8 in respect of any shares issued under of Common Stock or Common Units, options or warrants to acquire shares of the grant Common Stock or Common Units or securities exchangeable or exercisable for or convertible into shares of any award pursuant to an employee benefit plan in effect on the date hereof and that are described in the Registration StatementCommon Stock or Common Units, the Time of Sale Prospectus and the Prospectus); or (viii) publicly announce the an intention to do any of the foregoing; provided, howeverother than (i) the issuance and sale, that if any, of Company Shares to the Underwriters as contemplated by this Agreement, (ii) the issuance of Common Units by the Operating Partnership to the Company may in return for the Company’s contribution to the Operating Partnership of the net proceeds received from the Underwriters for the sale of any Company Shares as contemplated by this Agreement, (Aiii) effect the transactions contemplated herebyissuance of Common Stock or options, (B) issue Shares restricted stock units or options other equity awards to purchase SharesCommon Stock pursuant to, or issue Shares and the issuance of Common Stock upon exercise of options, restricted stock units or conversion of Related Securitiesother equity awards issued under, pursuant to any stock option, stock bonus or other stock plan or similar arrangement or other Related Securities described in the Registration StatementProspectus, the Time of Sale Prospectus and the Prospectus, provided that, issuance of Common Stock upon the redemption of Common Units pursuant to the Partnership Agreement, (iv) the issuance of Common Units by the Operating Partnership in connection with an acquisition of real property so long as (A) the case of options Common Units are issued directly to purchase Shares granted to a director the entity or executive officer the securityholders or other equity owners of the Company during applicable entity from which such real property is acquired, and (B) the Lock-up Period that may become exercisable during the Lock-up Period, recipients of such director or executive officers agrees Common Units agree in writing with delivered to the Underwriters Representatives not to sell, offer, dispose of or otherwise transfer any such options (or Shares issued shares of Common Stock issuable upon the exercise redemption of such options) Common Units during such the Lock-up Period without the prior written consent of the Representatives (which consent may be withheld in their the sole discretiondiscretion of the Representatives), or (Cv) issue Shares transactions under or Related Securities pursuant to the Forward Sale Agreements and/or the Existing Forward Sale Agreements (as defined below), including the issuance and transfer, if any, of shares of Common Stock to the applicable Forward Purchasers party to the Forward Sale Agreements and/or the forward purchasers party to the Existing Forward Sale Agreements and the issuance of Common Units by the Operating Partnership to the Company in an amount up to an aggregate of 5% of the sum of return for the Company’s fully-diluted shares outstanding as of the date of the Prospectus (including the Firm Shares to be sold by the Company pursuant to this Agreement and the Optional Shares, only contribution to the extent such Optional Shares are issued, and giving effect to Operating Partnership of any net proceeds received upon the Warrant Shares issuable upon exercise sale of the Pre-Funded Warrants) in connection with mergers or acquisitions of securities, businesses, property or other assets (including pursuant to any employee benefit plans assumed in connection with such transactions), joint ventures, strategic alliances, partnering arrangements or equipment leasing arrangements), and (D) issue Confirmation Shares pursuant to the terms Forward Sale Agreements and/or any shares of that certain License and Collaboration Agreement, dated as of December 2, 2019, by and between Xenon Pharmaceuticals Inc. and Neurocrine Biosciences, Inc., as amended; provided that, in Common Stock pursuant to the case of clause (C) and for the avoidance of doubt, that the Company shall not file any registration statement under the Securities Act in respect of such Shares or Related Securities issued during the Lock-up Period. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, SharesExisting Forward Sale Agreements.

Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th 30th day following the date of the Prospectus (such period being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of the Representatives (which consent may be withheld in their sole discretion)Jefferies, directly or indirectly: (i) sell, offer to sell, contract to sell or lend any Shares or Related Securities (as defined below); (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position” (as defined in Rule 16a-1(b) under the Exchange Act) of any Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest in any Shares or Related Securities; (iv) in any other way transfer or dispose of any Shares or Related Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any Shares or Related Securities; (vii) submit or file any registration statement under the Securities Act in respect of any Shares or Related Securities (other than as contemplated by this Agreement with respect to the Offered Securities and other than the filing of, or amendment to, one or more registration statements on Form S-8 in respect of any shares issued under or the grant of any award pursuant to an employee benefit plan in effect on the date hereof and that are described in the Registration Statement, the Time of Sale Prospectus and the ProspectusShares); or (viii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby, and (B) issue Shares or options to purchase Shares, or issue Shares upon exercise or conversion of Related Securitiesoptions, pursuant to any stock option, stock bonus or other stock plan or arrangement or other Related Securities described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, provided that, in but only if the case holders of such Shares or options to purchase Shares granted to a director or executive officer of the Company during the Lock-up Period that may become exercisable during the Lock-up Period, such director or executive officers agrees agree in writing with the Underwriters not to sell, offer, dispose of or otherwise transfer any such Shares or options (or Shares issued upon the exercise of such options) during such Lock-up Period without the prior written consent of the Representatives (which consent may be withheld in their sole discretion), Jefferies or (C) issue Shares or Related Securities in an amount up to an aggregate of 5% of the sum of the Company’s fully-diluted shares outstanding as of the date of the Prospectus (including the Firm Shares to be sold by the Company pursuant to this Agreement and the Optional Shares, only to the extent such Optional Shares are issued, and giving effect to the Warrant Shares issuable upon exercise of the Pre-Funded Warrants) in connection with mergers or acquisitions of securities, businesses, property or other assets (including pursuant to any employee benefit plans assumed in connection with such transactions), joint ventures, strategic alliances, partnering arrangements or equipment leasing arrangements), and (D) issue Shares pursuant to the terms of Company’s Dividend Reinvestment and Common Stock Purchase Plan that certain License and Collaboration Agreement, dated as of December 2, 2019, by and between Xenon Pharmaceuticals Inc. and Neurocrine Biosciences, Inc., as amended; provided that, in the case of clause (C) and are not issued pursuant to a “Request for the avoidance of doubt, that the Company shall not file any registration statement Waiver” under the Securities Act in respect of such Shares or Related Securities issued during the Lock-up PeriodPlan. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Shares.

Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including ending on the 90th day following the date of the Prospectus (such period being referred to herein as the “Lock-up Period”)Prospectus, the Company will not, without the prior written consent of the Representatives BAS (which consent may be withheld in their at the sole discretiondiscretion of BAS), directly or indirectly: (i) , sell, offer offer, contract or grant any option to sell, contract to sell or lend any Shares or Related Securities (as defined below); (ii) effect any short salepledge, transfer or establish or increase any an open “put equivalent position” (as defined in or liquidate or decrease a “call equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act) , or liquidate or decrease any “call equivalent position” (as defined in Rule 16a-1(b) under the Exchange Act) of any Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest in any Shares or Related Securities; (iv) in any other way transfer or otherwise dispose of any Shares or Related Securities; transfer (v) or enter into any swaptransaction which is designed to, hedge or similar arrangement might reasonably be expected to, result in the disposition of), or agreement that transfers, in whole or in part, the economic risk of ownership of any Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any Shares or Related Securities; (vii) submit of, or file any registration statement under the Securities Act in respect of, any shares of any Shares Common Stock, options or Related Securities warrants to acquire shares of the Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock (other than as contemplated by this Agreement with respect to the Offered Securities and other than the filing of, or amendment to, one or more registration statements on Form S-8 in respect of any shares issued under or the grant of any award pursuant to an employee benefit plan in effect on the date hereof and that are described in the Registration Statement, the Time of Sale Prospectus and the ProspectusShares); or (viii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby, (Bi) issue Shares shares of its Common Stock or options to purchase Sharesits Common Stock, or issue Shares Common Stock upon exercise or conversion of Related Securitiesoptions, pursuant to any stock option, stock bonus or other stock plan or arrangement arrangement, but only if the holders of such shares or other Related Securities described in the Registration Statement, the Time of Sale Prospectus options who are executive officers and the Prospectus, provided that, in the case of options to purchase Shares granted to a director or executive officer directors of the Company during the Lock-up Period that may become exercisable during the Lock-up Period, such director or executive officers agrees agree in writing with the Underwriters not to sell, offer, dispose of or otherwise transfer any such shares or options (or Shares issued upon the exercise of such options) during such Lock90-up Period day period without the prior written consent of the Representatives BAS (which consent may be withheld in their at the sole discretion), (C) issue Shares or Related Securities in an amount up to an aggregate of 5% discretion of the sum of the Company’s fully-diluted shares outstanding as of the date of the Prospectus BAS) and (including the Firm Shares to be sold by the Company pursuant to this Agreement and the Optional Shares, only to the extent such Optional Shares are issued, and giving effect to the Warrant Shares issuable upon exercise of the Pre-Funded Warrantsii) in connection with mergers a bona fide commercial transaction with a third party, but only if such third party agrees in writing to be bound by the restrictions set forth in this Section 4(m). Notwithstanding the foregoing, if (x) during the last 17 days of the 90-day restricted period the Company issues an earnings release or acquisitions material news or a material event relating to the Company occurs, or (y) prior to the expiration of securitiesthe 90-day restricted period, businessesthe Company announces that it will release earnings results during the 16-day period beginning on the last day of the 90-day period, property the restrictions imposed in this clause shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or other assets (including pursuant the occurrence of the material news or material event. The Company will provide the Representative and any co-managers and each individual subject to any employee benefit plans assumed in connection with such transactions), joint ventures, strategic alliances, partnering arrangements or equipment leasing arrangements), and (D) issue Shares the restricted period pursuant to the terms lockup letters described in Section 6(j) with prior notice of any such announcement that certain License and Collaboration Agreement, dated as of December 2, 2019, by and between Xenon Pharmaceuticals Inc. and Neurocrine Biosciences, Inc., as amended; provided that, in the case of clause (C) and for the avoidance of doubt, that the Company shall not file any registration statement under the Securities Act in respect of such Shares or Related Securities issued during the Lock-up Period. For purposes gives rise to an extension of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Sharesrestricted period.

Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th day following the date of the Prospectus June 8, 2021 (such period period, as extended as described below, being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of the Representatives ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and BofA Securities, Inc. (“BofA”) (which consent may be withheld in their sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any Shares or Related Securities (as defined below); (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position” (as defined in Rule 16a-1(b) under the Exchange Act) of any Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest in any Shares or Related Securities; (iv) in any other way transfer or dispose of any Shares or Related Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any Shares or Related Securities; (vii) submit or publicly file any registration statement under the Securities Act in respect of any Shares or Related Securities (other than as contemplated by this Agreement with respect to the Offered Securities and other than Shares) (and, for the avoidance of doubt, a confidential submission of such registration statement with the Commission or FINRA shall not constitute a public filing of, or amendment to, one or more registration statements on Form S-8 in respect of any shares issued under or during the grant of any award pursuant to an employee benefit plan in effect on the date hereof and that are described in the Registration Statement, the Time of Sale Prospectus and the ProspectusLock-up Period); or (viii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby, (B) issue any Shares of the Company issued upon the exercise of options or options to purchase Sharesany equity awards, or issue Shares upon exercise or conversion of Related Securitiesin each case, pursuant to any stock option, stock bonus or other stock plan or arrangement or other Related Securities described granted under Company Stock Plans that are disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus, provided that(C) file a Registration Statement on Form S-8 relating to a Company Stock Plan, inducement award or employee stock purchase plan that is disclosed in the case Registration Statement, the Time of options to purchase Shares granted to a director Sale Prospectus and Prospectus or executive officer of the Company during the Lock-up Period that may become exercisable during the Lock-up Periodany assumed employee benefit plan contemplated by clause (E), such director or executive officers agrees in writing with the Underwriters not to sell, offer, dispose of or otherwise transfer any such options (or D) issue Shares issued upon the exercise exercise, conversion or exchange of such options) during such Lock-up Period without the prior written consent securities of the Representatives (which consent may be withheld in their sole discretion), (C) issue Shares or Related Securities in an amount up to an aggregate of 5% of the sum of the Company’s fully-diluted shares Company outstanding as of the date of this Agreement and disclosed in the Registration Statement, the Time of Sale Prospectus or the Prospectus and (including E) issue up to an aggregate amount not to exceed 5.0% of the Firm total number of Shares to be sold outstanding on the date hereof, issued by the Company pursuant to this Agreement and the Optional Shares, only to the extent such Optional Shares are issued, and giving effect to the Warrant Shares issuable upon exercise of the Pre-Funded Warrants) in connection with mergers mergers, acquisitions or commercial or strategic transactions (including, without limitation, entry into joint ventures, marketing or distribution agreements or collaboration agreements or acquisitions of securitiestechnology, businesses, assets or intellectual property or other assets (including pursuant to any employee benefit plans assumed in connection with such transactionslicenses), joint ventures, strategic alliances, partnering arrangements or equipment leasing arrangements), and (D) issue Shares pursuant to the terms of that certain License and Collaboration Agreement, dated as of December 2, 2019, by and between Xenon Pharmaceuticals Inc. and Neurocrine Biosciences, Inc., as amended; provided that, in the case of clause (C) and for the avoidance of doubtE), that the Company shall not file any registration statement under cause each recipient to execute a lockup agreement for the Securities Act Restricted Period in respect the form of such Shares or Related Securities issued during the Lock-up PeriodExhibit A hereto. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Shares.

Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th 180th day following the date of the Prospectus (such period being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of the Representatives (which consent may be withheld in their sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any Shares or Related Securities (as defined below); (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position” (as defined in Rule 16a-1(b) under the Exchange Act) of any Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest in any Shares or Related Securities; (iv) in any other way transfer or dispose of any Shares or Related Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any Shares or Related SecuritiesSecurities (other than as contemplated by this Agreement with respect to the Offered Shares); (vii) submit or file any registration statement under the Securities Act in respect of any Shares or Related Securities (other than as contemplated by this Agreement with respect to the Offered Securities and other than Shares); (viii) effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the filing of, or amendment to, one or more registration statements on Form S-8 in respect of any shares issued under or the grant of any award pursuant to an employee benefit plan in effect on the date hereof and that are described in the Registration Statement, the Time of Sale Prospectus and the Prospectus)outstanding Shares; or (viiiix) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby, (B) issue Shares or options to purchase Shares, or issue Shares upon exercise or conversion of Related Securitiesoptions, pursuant to any stock option, stock bonus or other stock plan or arrangement or other Related Securities described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, provided that, in the case of options or issue warrants to purchase Shares granted in exchange for or upon conversion of outstanding warrants to a director purchase preferred shares, or executive officer issue Shares upon conversion of outstanding preferred shares, but only if the Company during holders of such Shares, options, warrants or preferred shares (as the Lock-up Period that case may become exercisable during the Lock-up Period, such director or executive officers agrees be) agree in writing with the Underwriters not to sell, offer, dispose of or otherwise transfer any such Shares or options (or Shares issued upon the exercise of such options) during such Lock-up Period without the prior written consent of the Representatives (which consent may be withheld in their its sole discretion) or provide the Representatives a signed Lock-Up Agreement substantially in the form of Exhibit A hereto), (C) issue file one or more registration statements on Form S-8 with respect to any Shares or Related Securities issued or issuable pursuant to any stock option, stock bonus, or other stock plan or arrangement described in an amount up to an aggregate the Registration Statement, the Time of 5% of Sale Prospectus or the sum of Prospectus, (D) issue Shares in connection with the Company’s fully-diluted shares outstanding as of the date of the Prospectus (including the Firm Shares to be sold acquisition or license by the Company pursuant to this Agreement and the Optional Shares, only to the extent such Optional Shares are issued, and giving effect to the Warrant Shares issuable upon exercise of the Pre-Funded Warrants) in connection with mergers or acquisitions of securities, businessesbusiness, property property, technology or other assets (including of another person or business entity or pursuant to any employee benefit plans plan assumed by the Company in connection with any such transactions), joint ventures, strategic alliances, partnering arrangements or equipment leasing arrangements), and acquisition; (DE) issue Shares pursuant or Related Securities, or enter into an agreement to the terms of that certain License and Collaboration Agreementissue Shares or Related Securities, dated as of December 2in connection with any merger, 2019joint venture, by and between Xenon Pharmaceuticals Inc. and Neurocrine Biosciencesstrategic alliance, Inc., as amendedcommercial or other collaborative transaction; provided that, in the case of clause immediately preceding clauses (CD) and for (E), (x) the avoidance aggregate number of doubt, that Shares issued or underlying such Related Securities issued in connection with all such acquisitions and other transactions does not exceed 5% of the Company shall not file any registration statement under number of Shares outstanding on a fully diluted basis after giving effect to the Securities Act in respect consummation of such the offering of the Offered Shares pursuant to this Agreement and (y) the recipients of the Shares or Related Securities issued agrees in writing to be bound by the same terms described in the lock-up agreement attached for the remainder of the Lock-Up Period; and (F) assist any stockholder of the Company in the establishment of a trading plan by such stockholder pursuant to Rule 10b5-1 under the Exchange Act for the transfer of shares of Common Stock, provided that such plan does not provide for the transfer of shares of Common Stock during the Lock-Up Period, and the establishment of such plan does not require or otherwise result in any public filings or other public announcement of such plan during such Lock-Up Period and such plan is otherwise permitted to be implemented during the Lock-up PeriodPeriod pursuant to the terms of the Lock-Up Agreement between such stockholder and the Underwriters in connection with the offering of the Offered Shares. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Shares.

Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th day following the date of the Prospectus (such period being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of the Representatives Jefferies (which consent may be withheld in their its sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any Shares or Related Securities (as defined below); (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position” (as defined in Rule 16a-1(b) under the Exchange Act) of any Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest in any Shares or Related Securities; (iv) in any other way transfer or dispose of any Shares or Related Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any Shares or Related SecuritiesSecurities (other than any Shares sold pursuant to this Agreement); (vii) submit or file any registration statement under the Securities Act in respect of any Shares or Related Securities (other than as contemplated by this Agreement with respect to the Offered Securities and other than the filing of, or amendment to, one or more registration statements on Form S-8 in respect of any shares issued under or the grant of any award pursuant to an employee benefit plan in effect on the date hereof and that are described in the Registration Statement, the Time of Sale Prospectus and the ProspectusShares); or (viii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby, hereby and (B) issue Shares or Shares, options to purchase Shares, restricted stock units, or issue Shares upon exercise or conversion of Related Securitiesoptions, pursuant to any stock option, stock bonus or other stock plan or arrangement or other Related Securities described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, provided that, Prospectus or pursuant to inducement grants to new employees in the case of options to purchase Shares granted to a director or executive officer of the Company during the Lock-up Period that may become exercisable during the Lock-up Period, such director or executive officers agrees in writing compliance with the Underwriters not to sell, offer, dispose of or otherwise transfer any such options (or Shares issued upon the exercise of such options) during such Lock-up Period without the prior written consent of the Representatives (which consent may be withheld in their sole discretion)applicable Nasdaq rules, (C) issue Shares pursuant to the conversion, vesting or Related Securities exchange of convertible, vesting or exchangeable securities, in an amount up each case outstanding on the date hereof, (D) file a registration statement on Form S-8 to an aggregate register Shares issuable pursuant to the terms of 5% a stock option, stock bonus or other stock plan or arrangement described in the Registration Statement, Time of Sale Prospectus and the sum of Prospectus or subsequently approved by the Company’s fully-diluted shares outstanding as board of directors and its stockholders, and (E) issue Shares in connection with any joint venture, commercial or collaborative relationship or the date of the Prospectus (including the Firm Shares to be sold acquisition or license by the Company pursuant to this Agreement and the Optional Shares, only to the extent such Optional Shares are issued, and giving effect to the Warrant Shares issuable upon exercise of the Pre-Funded Warrants) in connection with mergers or acquisitions of securities, businesses, property or other assets (including of another person or entity or pursuant to any employee benefit plans plan as assumed by the Company in connection with any such transactions)acquisition; provided, joint ventureshowever, strategic alliances, partnering arrangements or equipment leasing arrangements), and (D) issue Shares pursuant to the terms of that certain License and Collaboration Agreement, dated as of December 2, 2019, by and between Xenon Pharmaceuticals Inc. and Neurocrine Biosciences, Inc., as amended; provided that, in the case of clause (CE), (x) and for the avoidance of doubt, that the Company such Shares shall not file any registration statement under in the Securities Act in respect aggregate exceed 5% of such the Company’s outstanding shares of common stock immediately following the consummation of the offering of the Offered Shares or Related Securities issued during contemplated by this Agreement and (y) the recipients thereof provide to the Representatives a signed Lock-up Period. For purposes Up Agreement in the form of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Shares.Exhibit A

Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th day following the date of the Prospectus (such period period, as extended as described below, being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of the Representatives Jefferies, P▇▇▇▇ ▇▇▇▇▇▇▇ and S▇▇▇▇▇ (which consent may be withheld in their sole discretion), directly or indirectly: (iindirectly:(i) sell, offer to sell, contract to sell or lend any ADSs, Ordinary Shares or Related Securities (as defined below); (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position” (as defined in Rule 16a-1(b) under the Exchange Act) of any ADSs, Ordinary Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest in any ADSs, Ordinary Shares or Related Securities; (iv) in any other way transfer or dispose of any ADSs, Ordinary Shares or Related Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any ADSs, Ordinary Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any ADSs, Ordinary Shares or Related SecuritiesSecurities (other than those being sold pursuant hereto); (vii) submit or file any registration statement under the Securities Act in respect of any ADSs, Ordinary Shares or Related Securities (other than as contemplated by this (i) this Agreement with respect to the Offered Securities ADSs and other than (ii) the filing of, or amendment to, one or more registration statements on Form S-8 in respect for resale of any shares ADSs and Ordinary Shares underlying such ADSs issued under or the grant of any award and sold pursuant to an employee benefit plan in effect on that certain Securities Purchase Agreement, dated as of February 20, 2020, by and among the date hereof and that are described in the Registration Statement, the Time of Sale Prospectus Company and the ProspectusPurchasers who are signatories thereto); (viii) effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Ordinary Shares; or (viiiix) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby, hereby and (B) issue ADSs, Ordinary Shares or options to purchase ADSs or Ordinary Shares, or issue ADSs or Ordinary Shares upon exercise of options, or conversion of Related Securitieswarrants, pursuant to any stock option, warrants, stock bonus or other stock plan or arrangement or other Related Securities described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, provided that, the recipients thereof provide to Jefferies a signed Lock-Up Agreement substantially in the case form of options Exhibit C hereto, (C) file a registration statement on Form S-8 with respect to purchase Shares granted any securities issued or issuable, pursuant to a director any stock option, stock bonus or executive officer other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, (D) assist any shareholder of the Company during in the Lockestablishment of a trading plan by such shareholder pursuant to Rule 10b5-up Period 1 under the Exchange Act for the transfer of ADSs or Ordinary Shares; provided (x) that may become exercisable such plan does not provide for the transfer of ADSs or Ordinary Shares during the Lock-up Period, (y) the establishment of such director or executive officers agrees in writing with the Underwriters plan does not to sell, offer, dispose of require or otherwise transfer result in any such options (public filing or Shares issued upon the exercise other public announcement of such options) plan during such Lock-up Period without and (z) such plan is otherwise permitted to be implemented during the prior written consent Lock-up Period pursuant to the terms of the Representatives (which consent may be withheld lock-up agreement between such shareholder and the Underwriters in their sole discretion)connection with the offering of the Offered Shares, (CE) issue ADSs or Ordinary Shares or Related Securities in an amount up to an aggregate of 5% of connection with the sum of the Company’s fully-diluted shares outstanding as of the date of the Prospectus (including the Firm Shares to be sold acquisition by the Company pursuant to this Agreement and the Optional Shares, only to the extent such Optional Shares are issued, and giving effect to the Warrant Shares issuable upon exercise of the Pre-Funded Warrants) in connection with mergers or acquisitions of securities, businessesbusiness, property or other assets (including of another person or business entity or pursuant to any employee benefit plans plan assumed by the Company in connection with any such transactions)acquisition or (F) issue ADSs or Ordinary Shares, warrants, or restricted stock awards or of options to purchase ADSs or Ordinary Shares, in each case, in connection with joint ventures, commercial relationships, lending relationships or other strategic alliances, partnering arrangements or equipment leasing arrangements), and (D) issue Shares pursuant to the terms of that certain License and Collaboration Agreement, dated as of December 2, 2019, by and between Xenon Pharmaceuticals Inc. and Neurocrine Biosciences, Inc., as amendedtransactions; provided that, in the case of clause immediately preceding clauses (CE) and for (F), (x) the avoidance aggregate number of doubtrestricted stock awards and ADSs or Ordinary Shares issued in connection with, that or issuable pursuant to the Company shall exercise of any options or warrants issued in connection with, all such acquisitions and other transactions does not file any registration statement under exceed 5% of the Securities Act in respect aggregate number of such Ordinary Shares outstanding immediately following the offering of the Offered Shares pursuant to this Agreement and (y) the recipients of the ADSs. Ordinary Shares or Related Securities issued during the provide to Jefferies a signed Lock-up PeriodUp Agreement in the form set forth as Exhibit C hereto. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire ADSs or Ordinary Shares or any securities exchangeable or exercisable for or convertible into ADSs or Ordinary Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, ADSs or Ordinary Shares.

Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through ending on and including the 90th day following the date of the Prospectus (such period being referred to herein as the same may be extended as described below, the “Lock-up Period”), the Company will not, without the prior written consent of the Representatives Representative (which consent may be withheld in their at the sole discretiondiscretion of the Representative), directly or indirectly: , sell (i) sellincluding, offer without limitation, any short sale), offer, contract or grant any option to sell, contract to sell or lend any Shares or Related Securities (as defined below); (ii) effect any short salepledge, transfer or establish or increase any an open “put equivalent position” (as defined in within the meaning of Rule 16a-1(h) under the Exchange Act) , or liquidate or decrease any “call equivalent position” (as defined in Rule 16a-1(b) under the Exchange Act) of any Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest in any Shares or Related Securities; (iv) in any other way transfer or otherwise dispose of any Shares or Related Securities; (v) enter into any swaptransfer, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any Shares or Related Securities; (vii) submit of, or file any registration statement under the Securities Act in respect of of, any Shares, options, rights or warrants to acquire Shares or Related Securities securities exchangeable or exercisable for or convertible into Shares (other than as contemplated by this Agreement with respect to the Offered Securities and other than the filing of, Shares) or amendment to, one or more registration statements on Form S-8 in respect of any shares issued under or the grant of any award pursuant to an employee benefit plan in effect on the date hereof and that are described in the Registration Statement, the Time of Sale Prospectus and the Prospectus); or (viii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby, (Bi) issue Shares Shares, equity awards, restricted stock, or options to purchase Shares, or issue Shares upon exercise or conversion of Related Securitiesoptions, pursuant to any stock option, stock bonus bonus, employee benefit plan or other stock plan or arrangement or other Related Securities in existence on the date hereof and described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, provided that, in the case (ii) issue securities upon exercise or conversion of options to purchase Shares granted to a director or executive officer any of the Company’s outstanding securities or rights outstanding on the date hereof; (iii) file a registration statement on Form S-8 relating to employee benefit plans and (iv) the issuance of Common Stock or securities convertible into or exercisable or exchangeable for Common Stock in connection with strategic transactions involving the Company and other entities, including without limitation, issuances in connection with strategic transactions (including a drilling fund), joint venture, licensing, collaboration, manufacturing, development, marketing, co-promotion or distribution arrangements. Notwithstanding the foregoing, if (i) during the Lock-up Period that may become exercisable during last 17 days of the Lock-up Period, such director the Company issues an earnings release or executive officers agrees 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 writing with each case the Underwriters not to sell, offer, dispose of or otherwise transfer any such options (or Shares issued upon the exercise of such options) during such Lock-up Period without will be extended until the prior written consent expiration of the Representatives (which consent may be withheld in their sole discretion), (C) issue Shares or Related Securities in an amount up to an aggregate of 5% of the sum of the Company’s fully18-diluted shares outstanding as of day period beginning on the date of the Prospectus issuance of the earnings release or the occurrence of the material news or material event, as applicable, unless the Representative waives, in writing, such extension (including which waiver may be withheld at the Firm Shares sole discretion of the Representative), except that such extension will not apply if, (i) within three business days prior to be sold the 15th calendar day before the last day of the Lock-up Period, the Company delivers a certificate, signed by the Chief Financial Officer or Chief Executive Officer of the Company, certifying on behalf of the Company pursuant to this Agreement and that (i) the Optional Shares, only to the extent such Optional Shares are issued, and giving effect to the Warrant Shares issuable upon exercise of the Pre-Funded Warrants) “actively traded securities” (as defined in connection with mergers or acquisitions of securities, businesses, property or other assets (including pursuant to any employee benefit plans assumed in connection with such transactionsRegulation M), joint ventures, strategic alliances, partnering arrangements or equipment leasing arrangements), and (Dii) issue Shares pursuant to the terms of that certain License and Collaboration Agreement, dated as of December 2, 2019, by and between Xenon Pharmaceuticals Inc. and Neurocrine Biosciences, Inc., as amended; provided that, in the case of clause (C) and for the avoidance of doubt, that the Company shall not file any registration statement meets the applicable requirements of paragraph (a)(1) of Rule 139 under the Securities Act in respect the manner contemplated by FINRA Conduct Rule 2711(f)(4), and (iii) the provisions of FINRA Conduct Rule 2711(f)(4) are not applicable to any research reports relating to the Company published or distributed by the Placement Agents during the 15 days before or after the last day of the Lock-up Period (before giving effect to such Shares or Related Securities issued during extension). The Company will provide the Placement Agents with prior notice of any such announcement that gives rise to an extension of the Lock-up Period. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Shares.

Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th sixtieth (60th) day following the date of the Prospectus (such period being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of the Representatives Representative (which consent may be withheld in their its sole discretion), directly or indirectly: (i) sellissue, offer to sell, issue or contract to sell or lend issue any Shares or Related Securities (as defined below); (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position” (as defined in Rule 16a-1(b) under the Exchange Act) of any Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest in any Shares or Related Securities; (iv) in any other way transfer transfer, issue or dispose of any Shares or Related Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any Shares or Related Securities; (vii) confidentially submit or file any registration statement under the Securities Act in respect of any Shares or Related Securities (other than as contemplated by this Agreement with respect to the Offered Securities and other than the filing of, or amendment to, one or more registration statements on Form S-8 in respect of any shares issued under or the grant of any award pursuant to an employee benefit plan in effect on the date hereof and that are described in the Registration Statement, the Time of Sale Prospectus and the ProspectusSecurities); or (viii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby, ; (B) issue Shares or options to purchase Shares, or issue Shares upon exercise or conversion of Related Securities, Securities pursuant to any stock share option, stock bonus share bonus, employee share purchase or other stock share plan or arrangement or other Related Securities described in the Registration Statement, the Time of Sale Prospectus and the Prospectus; (C) issue Shares pursuant to the conversion or exchange of any Related Securities outstanding as of the First Closing Date, provided thatthat such Related Securities have not been amended since the date of this Agreement to increase the number of such Related Securities or to decrease the exercise price, exchange price or conversion price of such Related Securities or to extend the term of such Related Securities; (D) file a registration statement on Form S-8 to register Shares or Related Securities issuable pursuant to the terms of a share option, share bonus, employee share purchase or other share incentive plan or arrangement described in the case Registration Statement, the Time of options Sale Prospectus or the Prospectus; (E) issue and allot ordinary shares to purchase Shares granted Athyrium Opportunities IV Acquisition LP (“Athyrium”) under the subscription agreement dated October 1, 2021 between the Company and Athyrium and file a registration statement under the Securities Act for the resale of such shares (provided that this registration statement shall not be declared effective prior to a director or executive officer the sixtieth (60th) day following the date of the Company during the Lock-up Period that may become exercisable during the Lock-up Period, such director or executive officers agrees in writing with the Underwriters not to sell, offer, dispose of or otherwise transfer any such options Prospectus); and (or Shares issued upon the exercise of such options) during such Lock-up Period without the prior written consent of the Representatives (which consent may be withheld in their sole discretion), (CF) issue Shares or Related Securities in an amount up to an aggregate of 5% of the sum of the Company’s fully-diluted shares outstanding as of the date of the Prospectus (including the Firm Shares to be sold by the Company pursuant to this Agreement and the Optional Shares, only to the extent such Optional Shares are issued, and giving effect to the Warrant Shares issuable upon exercise of the Pre-Funded Warrants) in connection with mergers or acquisitions of securitiesany acquisition, businesses, property or other assets (including pursuant to any employee benefit plans assumed in connection with such transactions)strategic investment, joint venturesventure, strategic alliancescommercial or collaborative relationship or license; provided, partnering arrangements or equipment leasing arrangements)however, and (D) issue Shares pursuant to the terms of that certain License and Collaboration Agreement, dated as of December 2, 2019, by and between Xenon Pharmaceuticals Inc. and Neurocrine Biosciences, Inc., as amended; provided that, in the case of clause (CF), (x) such issuance shall only be to a Person (or to the equity holders of a Person) which is, itself or through its subsidiaries, an operating company or an owner of an asset in a business synergistic with the business of the Company and shall provide to the Company additional benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the avoidance purpose of doubtraising capital or to an entity whose primary business is investing in securities, that the Company (y) such Shares and Related Securities shall not file any registration statement under in the aggregate exceed 5% of the Company’s outstanding Shares on a fully diluted basis after giving effect to the sale of the Offered Securities Act in respect of such Shares or Related Securities issued during contemplated by this Agreement and (z) the recipients thereof provide to the Representative a signed Lock-up Period. Up Agreement in substantially the form attached as Exhibit B. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Shares; and “Person” means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.

Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th 180th day following the date of the Prospectus (such period being referred to herein as the “Lock-up Period”), the Company and the Operating Partnership will not, without the prior written consent of the Representatives ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇ Fargo (which consent may be withheld in their sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any Shares or Related Securities (as defined below); (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position” (as defined in Rule 16a-1(b) under the Exchange Act) of any Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest in any Shares or Related Securities; (iv) in any other way transfer or dispose of any Shares or Related Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any Shares or Related Securities; (vii) submit or file any registration statement under the Securities Act in respect of any Shares or Related Securities (other than as contemplated by this Agreement with respect to the Offered Securities and other than the filing of, or amendment to, one or more registration statements on Form S-8 in respect of any shares issued under or the grant of any award pursuant to an employee benefit plan in effect on the date hereof and that are described in the Registration Statement, the Time of Sale Prospectus and the ProspectusShares); or (viii) publicly announce the intention to do any of the foregoing; [provided, however, that the Company may and the Operating Partnership may, without the prior written consent of ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ or ▇▇▇▇▇ Fargo (A) effect the transactions contemplated herebyhereby and the Transactions contemplated by the Transaction Agreements, (B) grant or issue Shares or Shares, options to purchase Shares, or issue Shares upon exercise or conversion of Related Securitiesoptions, pursuant to any stock option, stock bonus or other stock plan or arrangement or other Related Securities described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, provided that, in the case of options to purchase Shares granted to a director or executive officer of the Company during the Lock-up Period that may become exercisable during the Lock-up Period, such director or executive officers agrees in writing with the Underwriters not to sell, offer, dispose of or otherwise transfer any such options (or Shares issued upon the exercise of such options) during such Lock-up Period without the prior written consent of the Representatives (which consent may be withheld in their sole discretion), (C) issue Shares or Related Securities in an amount up to an aggregate of 5% of the sum of the Company’s fully-diluted shares outstanding as of the date of the Prospectus (including the Firm Shares to be sold by the Company pursuant to this Agreement and the Optional restricted Shares, only to the extent such Optional Shares are issued, LTIP Units and giving effect to the Warrant Shares issuable upon exercise of the Preother equity-Funded Warrants) in connection with mergers or acquisitions of securities, businesses, property or other assets (including pursuant to any employee benefit plans assumed in connection with such transactions), joint ventures, strategic alliances, partnering arrangements or equipment leasing arrangements), and (D) issue Shares based awards pursuant to the terms of that certain License and Collaboration Agreement, dated as of December 2, 2019, by and between Xenon Pharmaceuticals Inc. and Neurocrine Biosciences, Inc., as amended; provided that, in the case of clause (C) and for the avoidance of doubt, that the Company shall not file any registration statement under the Securities Act in respect of such Shares or Related Securities issued during the Lock-up Period. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Shares.2015 Equity

Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including ending on the 90th 180th day following the date of the Prospectus (such period being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of the Representatives ▇▇▇▇▇▇▇▇▇▇▇ (which consent may be withheld in their at the sole discretiondiscretion of ▇▇▇▇▇▇▇▇▇▇▇), directly or indirectly: (i) , sell, offer offer, contract or grant any option to sell, contract to sell or lend any Shares or Related Securities (as defined below); (ii) effect any short salepledge, transfer or establish or increase any an open “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any a “call equivalent position” (as defined in within the meaning of Rule 16a-1(b) 16a-1 under the Exchange Act) of any Shares , or Related Securities; (iii) pledge, hypothecate or grant any security interest in any Shares or Related Securities; (iv) in any other way transfer or otherwise dispose of any Shares or Related Securities; transfer (v) or enter into any swaptransaction which is designed to, hedge or similar arrangement might reasonably be expected to, result in the disposition of), or agreement that transfers, in whole or in part, the economic risk of ownership of any Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any Shares or Related Securities; (vii) submit of, or file any registration statement under the Securities Act Act, except as may be consented to by ▇▇▇▇▇▇▇▇▇▇▇, in respect of, any shares of any Shares Common Stock, options or Related Securities warrants to acquire shares of the Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock (other than as contemplated by this Agreement with respect to the Offered Securities and other than the filing of, or amendment to, one or more registration statements on Form S-8 in respect of any shares issued under or the grant of any award pursuant to an employee benefit plan in effect on the date hereof and that are described in the Registration Statement, the Time of Sale Prospectus and the ProspectusShares); or (viii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby, (B) issue Shares shares of its Common Stock or options to purchase Sharesits Common Stock, or issue Shares Common Stock upon exercise or conversion of Related Securitiesoptions, pursuant to any stock option, stock bonus or other stock plan or arrangement or other Related Securities described in the Registration StatementProspectus, and the Time Company may issue Common Stock upon conversion of Sale Prospectus convertible securities outstanding as of date hereof as described in the Disclosure Package and the Prospectus. Notwithstanding the foregoing, provided that, in the case of options to purchase Shares granted to a director or executive officer of the Company if (i) during the Lock-up Period that may become exercisable during last 17 days of the Lock-up Period, such director or executive officers agrees in writing with the Underwriters not to sell, offer, dispose of or otherwise transfer any such options (or Shares issued upon the exercise of such options) during such Lock-up Period without the prior written consent of the Representatives (which consent may be withheld in their sole discretion), (C) issue Shares or Related Securities in an amount up to an aggregate of 5% of the sum of the Company’s fully-diluted shares outstanding as of the date of the Prospectus (including the Firm Shares to be sold by the Company pursuant to this Agreement and the Optional Shares, only issues an earnings release or material news or a material event relating to the extent such Optional Shares are issuedCompany occurs, and giving effect or (ii) prior to the Warrant Shares issuable upon exercise expiration of the Pre-Funded Warrants) in connection with mergers or acquisitions of securities, businesses, property or other assets (including pursuant to any employee benefit plans assumed in connection with such transactions), joint ventures, strategic alliances, partnering arrangements or equipment leasing arrangements), and (D) issue Shares pursuant to the terms of that certain License and Collaboration Agreement, dated as of December 2, 2019, by and between Xenon Pharmaceuticals Inc. and Neurocrine Biosciences, Inc., as amended; provided that, in the case of clause (C) and for the avoidance of doubt, that the Company shall not file any registration statement under the Securities Act in respect of such Shares or Related Securities issued during the Lock-up Period. For purposes , the Company announces that it will release earnings results during the 16-day period beginning on the last day of the foregoingLock-up Period, “Related Securities” then in each case the restrictions imposed in this clause shall mean continue to apply 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. The Company will provide the Representative and any options or warrants or other rights co-managers and each individual subject to acquire Shares or the restricted period pursuant to the lockup letters described in Section 5(i) with prior notice of any securities exchangeable or exercisable for or convertible into Shares, or such announcement that gives rise to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Sharesan extension of the restricted period.