NEUROCRINE BIOSCIENCES INC
10-Q, 2000-11-08
BIOLOGICAL PRODUCTS, (NO DIAGNOSTIC SUBSTANCES)
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                              ---------------------


                                    FORM 10-Q

                                   (Mark One)

     [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                            AND EXCHANGE ACT OF 1934

                For the quarterly period ended SEPTEMBER 30, 2000

                                       OR

     [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                            AND EXCHANGE ACT OF 1934

  For the transition period from ______________________ to ____________________


                         Commission file number 0-28150


                          NEUROCRINE BIOSCIENCES, INC.
             (Exact name of registrant as specified in its charter)

                               DELAWARE 33-0525145
        (State or other jurisdiction of (IRS Employer Identification No.)
                         incorporation or organization)

                           10555 SCIENCE CENTER DRIVE
                           SAN DIEGO, CALIFORNIA 92121
                    (Address of principal executive offices)

                                 (858) 658-7600
              (Registrant's telephone number, including area code)


     Indicate  by check mark  whether the  registrant  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days:

                         Yes X         No


     The number of  outstanding  shares of the  registrant's  common stock,  par
value of $0.001, was 22,066,248 as of October 31, 2000.

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<PAGE>

                          NEUROCRINE BIOSCIENCES, INC.
                                 FORM 10-Q INDEX


                                                                           PAGE
PART I.         FINANCIAL INFORMATION

  ITEM 1:  Financial Statements............................................   3

           Condensed Balance Sheets as of September 30, 2000
                and December 31, 1999......................................   3

           Condensed Statements of Operations for the three and
                nine months ended September 30, 2000 and 1999..............   4

           Condensed Statements of Cash Flows for nine months
                ended September 30, 2000 and 1999..........................   5

           Notes to the Condensed Financial Statements.....................   6

  ITEM 2:  Management's Discussion and Analysis of
                Financial Condition and Results of Operations..............   7

  ITEM 3:  Quantitative and Qualitative Disclosures About Market Risk......  11

PART II.        OTHER INFORMATION

   ITEM 6:  Exhibits and Reports on Form 8-K................................ 11

                SIGNATURES.................................................  12


                                     Page 2
<PAGE>


                          PART I. FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

                          NEUROCRINE BIOSCIENCES, INC.
                            CONDENSED BALANCE SHEETS
                                 (in thousands)

                                                           Sep 30,     Dec 31,
                                                            2000        1999
                                                         ---------   ---------
                                                        (unaudited)
                          ASSETS
Current assets:
  Cash and cash equivalents ........................   $  11,163     $  21,265
  Short-term investments, available-for-sale .......      68,285        69,833
  Receivables under collaborative agreements .......       1,265         1,458
  Other current assets .............................       1,905         2,257
                                                       ---------     ---------
    Total current assets ...........................      82,618        94,813

  Property and equipment, net ......................      11,166        11,181
  Other assets .....................................       2,476         3,228
                                                       ---------     ---------
    Total assets ...................................   $  96,260     $ 109,222
                                                       =========     =========

       LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Accounts payable .................................   $     783     $   2,447
  Accrued liabilities ..............................       8,399         5,069
  Deferred revenues ................................          48           155
  Current portion of long-term debt ................         149           149
  Current portion of capital lease obligations .....         998           825
                                                       ---------     ---------
    Total current liabilities ......................      10,377         8,645

  Long-term debt ...................................         199           312
  Capital lease obligations ........................       1,711         1,827
  Deferred rent ....................................       1,500         1,005
  Other liabilities ................................       1,038         1,079
                                                        ---------     ---------
    Total liabilities ..............................      14,825        12,868


Stockholders' equity:
  Preferred stock, $0.001 par value; 5,000,000 shares
    authorized; no shares issued and outstanding ...        --            --
  Common stock, $0.001 par value; 50,000,000 shares
    authorized; issued and outstanding shares were
    22,062,437 in 2000 and 21,608,011 in 1999 ......          22            22
  Additional paid in capital .......................     142,798       138,798
  Deferred compensation and shareholder notes ......        (162)         (530)
  Accumulated other comprehensive loss .............        (177)         (264)
  Accumulated deficit ..............................     (61,046)      (41,672)
                                                       ---------     ---------
    Total stockholders' equity .....................      81,435        96,354

                                                       ---------     ---------
    Total liabilities and stockholders' equity .....   $  96,260     $ 109,222
                                                       =========     =========


          See accompanying notes to the condensed financial statements.

                                     Page 3
<PAGE>

                          NEUROCRINE BIOSCIENCES, INC.
                       CONDENSED STATEMENTS OF OPERATIONS
              (unaudited; in thousands except loss per share data)


                                        Three Months Ended     Nine Months Ended
                                           September 30,         September 30,
                                        ------------------    ------------------
                                           2000     1999        2000      1999
                                        --------  --------    --------  --------
Revenues:
 Sponsored research and development .. $  1,887  $  4,209    $  4,943  $  9,760
 Sponsored research and development
   from related party                      --        --          --         501
 License and option fees .............    3,050      --         5,050      --
 Milestones ..........................     --         750        --       1,500
 Grant income and other revenues .....      386       272       1,050       831
                                        --------  --------    --------  --------
    Total revenues                        5,323     5,231      11,043    12,592

Operating expenses:
 Research and development ............   12,499     8,331      28,404    21,893
 General and administrative ..........    2,509     1,882       6,930     5,587
                                        --------  --------    --------  --------
    Total operating expenses .........   15,008    10,213      35,334    27,480

Loss from operations .................   (9,685)   (4,982)    (24,291)  (14,888)
Other income and (expenses):
 Interest income .....................    1,431       623       4,466     2,209
 Interest expense ....................      (61)      (59)       (173)     (169)
 Other income and expenses, net ......      282        11         926      (285)
                                        --------  --------    --------  --------
Loss before income taxes .............   (8,033)   (4,407)    (19,072)  (13,133)

Income taxes .........................      102      --           302      --
                                       --------  --------    --------  --------
Net loss ............................. $ (8,135) $ (4,407)   $(19,374) $(13,133)
                                        ========  ========   ========  ========

Loss per common share:
  Basic and diluted .................. $ (0.37)  $ (0.23)    $ (0.88)  $ (0.69)

Shares used in the calculation
 of loss per common share:
  Basic and diluted ..................  22,032    19,006       21,900    18,975



            See accompanying notes to condensed financial statements.

                                     Page 4
<PAGE>


                          NEUROCRINE BIOSCIENCES, INC.
                       CONDENSED STATEMENTS OF CASH FLOWS
                            (unaudited; in thousands)

                                                            Nine Months Ended
                                                              September 30,
                                                          --------------------
                                                            2000        1999
                                                          --------    --------
CASH FLOW FROM OPERATING ACTIVITIES
Net loss ................................................ $(19,374)   $(13,133)
Adjustments to reconcile net loss to net cash
  provided by (used in) operating activities:
      Equity in NPI losses and other adjustments ........     --         1,175
      Depreciation and amortization .....................    1,618       1,532
      Deferred revenues .................................     (107)        567
      Deferred expenses .................................      785       1,008
      Non-cash stock compensation expenses ..............    1,986         252
      Change in operating assets and liabilities:
           Accounts receivable and other current assets .      545      (2,732)
           Other non-current assets .....................      837         124
           Accounts payable and accrued liabilities .....      886      (1,215)
                                                          --------    --------
Net cash flows used in operating activities                (12,824)    (12,422)

CASH FLOW FROM INVESTING ACTIVITIES
Purchases of short-term investments .....................  (25,140)    (26,763)
Sales/maturities of short-term investments ..............   26,775      36,637
Purchases of property and equipment .....................   (1,688)     (1,990)
                                                          --------    --------
Net cash flows (used in) provided by investing activities      (53)      7,884

CASH FLOW FROM FINANCING ACTIVITIES
Proceeds from issuance of common stock ..................    2,816         358
Proceeds from capital lease financing ...................      650         771
Principal payments on long-term obligations .............     (706)       (708)
Principal payments received on notes from stockholders ..       15        --
                                                          --------    --------
Net cash flows provided by financing activities .........    2,775         421

                                                          --------    --------
Net decrease in cash and cash equivalents ...............  (10,102)     (4,117)
Cash and cash equivalents at beginning of the period ....   21,265      11,708
                                                          --------    --------
Cash and cash equivalents at end of the period .......... $ 11,163    $  7,591
                                                          ========    ========


          See accompanying notes to the condensed financial statements.

                                     Page 5
<PAGE>

                          NEUROCRINE BIOSCIENCES, INC.
                   NOTES TO THE CONDENSED FINANCIAL STATEMENTS


1.       ORGANIZATION

     Neurocrine  Biosciences,  Inc.  ("we",  "Neurocrine"  or the "Company") was
incorporated  in  California  on  January  17,  1992 and was  reincorporated  in
Delaware in March 1996.  In May 1998,  we acquired  Northwest  NeuroLogic,  Inc.
("NNL"),  an  Oregon-based  research  corporation.  In  December  1999,  the NNL
corporate structure was merged with and into the Company. Between March 1996 and
December  1999,  we owned a  minority  interest  in  Neuroscience  Pharma,  Inc.
("NPI"), a Canadian based research and development company.

     Neurocrine  is  a  product-focused  biopharmaceutical  company  focused  on
neurologic and endocrine diseases and disorders.  Our product candidates address
on some of the largest  pharmaceutical  markets in the world including insomnia,
anxiety, depression, cancer and diabetes. Although we currently have no marketed
products,  we have 15 drug candidate  programs in various stages of research and
development.  We are  collaborating  on  four of  these  programs  with  Janssen
Pharmaceutica,  a  subsidiary  of  Johnson  &  Johnson,   Wyeth-Ayerst,   Taisho
Pharmaceuticals ("Taisho") and Eli Lilly ("Lilly").

2.       BASIS OF PRESENTATION

    The condensed financial  statements  included herein are unaudited.  Current
year financial statements consist of our accounts, including those activities of
our  Oregon  based  facility  currently  operating  under our name.  Prior  year
financial  statements  include the  consolidation of our accounts - and those of
our Oregon based facility,  formerly known as NNL. All significant inter-company
transactions were eliminated in consolidation.  Our minority  ownership interest
in NPI was accounted for under the equity method. Certain reclassifications have
been made to prior year amounts to conform to the presentation for the three and
nine months ended September 30, 2000.

    The condensed  financial  statements  have been prepared in accordance  with
generally accepted accounting  principles for interim financial  information and
with the instructions of the Securities and Exchange  Commission ("SEC") on Form
10-Q and Rule 10-01 of Regulation S-X.  Accordingly,  they do not include all of
the  information  and  footnotes  required  by  generally  accepted   accounting
principles  for complete  financial  statements.  In the opinion of  management,
these  financial  statements  include  all  adjustments  (consisting  of  normal
recurring  adjustments)  necessary  for a fair  presentation  of  the  financial
position, results of operations, and cash flows for the periods presented.

    The results of operations  for the interim  periods shown in this report are
not necessarily  indicative of results expected for the full year. The financial
statements should be read in conjunction with the audited  financial  statements
and notes for the year ended December 31, 1999, included in our Annual Report on
Form 10-K filed with the Securities and Exchange Commission.

3.       USE OF ESTIMATES

    The  preparation  of  financial  statements  in  conformity  with  generally
accepted  accounting  principles  requires  management  to  make  estimates  and
assumptions  that affect the reported  amounts of assets and  liabilities at the
date of the  financial  statements  and the  reported  amounts of  revenues  and
expenses during the period. Actual results could differ from those estimates.

4.       LOSS PER COMMON SHARE

         Basic  net loss per  common  share is  calculated  using  the  weighted
average number of common shares outstanding during the period.  Diluted net loss
per common share is calculated by adding the total incremental  number of common
share  equivalents and the weighted average number of common shares  outstanding
during the period. For the periods  presented,  incremental shares of the common
share  equivalents  were excluded from the  calculation  of diluted net loss per
share as their effects were antidilutive.

                                     Page 6
<PAGE>


5.       COMPREHENSIVE INCOME

     Our  comprehensive  losses consist of net losses and  unrealized  gains and
losses  on  investments.  The  accumulated  balances  of  these  components  are
disclosed as a separate component of stockholders' equity.

6.       NEW ACCOUNTING PRONOUNCEMENTS

     In December  1999, the SEC issued Staff  Accounting  Bulletin No. 101 ("SAB
101"), "Revenue Recognition in Financial Statements".  SAB 101 provides guidance
in applying generally accepted  accounting  principles to revenue recognition in
financial statements,  including the recognition of nonrefundable  up-front fees
received in  conjunction  with a research and  development  arrangement.  We are
required to adopt the  pronouncement  during the fourth quarter of 2000.  During
the current  quarter,  we received a $3.0  million  license fee  pursuant to our
agreement  with Taisho.  Upon  adoption of SAB 101, this fee may be deferred and
recognized  as  income  ratably  over  five  years,  the  expected  life  of the
agreement.  Aside from this  transaction,  management does not expect SAB 101 to
have a material effect on revenues recognized in prior periods.



ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
                       RESULTS OF OPERATIONS

     The following  Management's  Discussion and Analysis of Financial Condition
and Results of  Operations  of the Company  contain  forward-looking  statements
which  involve  risks and  uncertainties,  pertaining  generally to the expected
continuation of our collaborative  agreements,  the receipt of research payments
thereunder,  the future achievement of various milestones in product development
and the receipt of payments  related thereto,  the potential  receipt of royalty
payments,  pre-clinical  testing and clinical trials of potential products,  the
period  of  time  our  existing   capital   resources   will  meet  our  funding
requirements,  and financial results and operations. Actual results could differ
materially  from those  anticipated  in these  forward-looking  statements  as a
result of various factors, including those set forth below and those outlined in
our 1999 Annual  Report on Form 10-K and the most recent Form S-3 filed with the
SEC.

OVERVIEW

     We  incorporatedin  California  in 1992 and  reincorporated  in Delaware in
1996.  Since  we were  founded,  we  have  been  engaged  in the  discovery  and
development of novel  pharmaceutical  products for diseases and disorders of the
central  nervous and  endocrine  systems.  To date,  we have not  generated  any
revenues  from the sale of  products,  and do not expect to generate any product
revenues in the  foreseeable  future.  We have funded our  operations  primarily
through  private and public  offerings of our common  stock and  payments  under
research and development agreements. We are developing a number of products with
corporate  collaborators  and will rely on existing and future  collaborators to
meet  funding  requirements.   We  expect  to  generate  future  net  losses  in
anticipation of increases in operating expenses as products are advanced through
the various  stages of clinical  development.  As of September 30, 2000, we have
incurred a  cumulative  deficit of $61.0  million and expect to incur  operating
losses in the future, which may be greater than losses in prior years.

                                     Page 7

<PAGE>


RESULTS OF OPERATIONS

                 THREE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999

     Revenues for the third quarter of 2000 were $5.3 million compared with $5.2
million for the same period last year. In July 2000,  we signed a  collaborative
agreement with Taisho for the exclusive rights to NBI-6024,  our altered peptide
ligand for diabetes,  in Europe and Asia.  Under that  agreement,  we recorded a
$3.0 million  license fee and $388,000 in sponsored  development  revenues  from
Taisho.   The   increase  in  revenues   provided  by  the  Taisho  and  exising
collaborations  were partially off set by the absence of revenues received under
collaborations,  which concluded  during late 1999 and early 2000. The sponsored
research  portion of the Lilly  agreement  was concluded in October 1999 and the
collaboration  with Novartis was  concluded in January 2000.  Under the Novartis
and Lilly  agreements,  we  received  $1.7  million in  sponsored  research  and
development  revenues. In the third quarter of 1999, we also received a $750,000
milestone  payment from  Wyeth-Ayerst,  and $1.7  million in revenues  under the
Janssen agreement for research performed during April through August 1999.

     Research and development  expenses increased to $12.5 million for the third
quarter 2000 compared with $8.3 million for the  respective  period in 1999. The
increase in expenses  primarily  reflects higher costs associated with expanding
clinical development  activities and the addition of scientific personnel.  Also
included in the  expenses for the third  quarter 2000 were  $401,000 of non-cash
charges  associated with the employee stock purchase program and options granted
to consultants, compared to $74,000 in the respective quarter in 1999.

     General and administrative expenses increased to $2.5 million for the third
quarter  2000  compared  with $1.9  million for the same period last year.  This
increase resulted primarily from business  development  consulting  expenses and
non-cash charges associated with the employee stock purchase program and options
granted  to  consultants.  In the  third  quarters  of 2000 and  1999,  business
development  consulting  expense  was  $328,000  and  $2,000,  respectively  and
non-cash charges associated with the employee stock purchase program and options
granted to consultants were $264,000 and $56,000, respectively.

     Interest income  increased to $1.4 million during the third quarter of 2000
compared to $623,000 for the same period last year.  The increase was  primarily
due to higher  investment  balances  generated  by our private  placement of our
common stock in December 1999. This transaction  generated net proceeds of $39.3
million.

    Net loss for the third quarter of 2000 was $8.1 million, or $0.37 per share,
compared to $4.4 million,  or $0.23 per share,  for the same period in 1999. The
increase in net loss  resulted  from an increase in  operating  expenses of $4.8
million, partially off set by an increase in revenues of $92,000 and in interest
income of $808,000.  Net losses are expected to increase this year due to higher
operating  costs  associated  with  the  advancement  of our  compounds  through
progressive clinical development, the addition of scientific personnel and legal
expenses relating to patent filing and litigation.


                 NINE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999

     Revenues for the nine months ended  September  30, 2000 were $11.0  million
compared  with $12.6  million in the same  period in 1999.  Although we recorded
$5.4 million under the Taisho relationship during the first nine months of 2000,
this  increase  in  revenues  was  off  set by the  conclusion  of the  Novartis
collaboration  in  January  2000 and a  portion  of the Lilly  collaboration  in
October 1999.  Under the Novartis and Lilly  agreements,  we received  sponsored
research and development  revenues in 1999, which did not recur in 2000. We also
received $1.5 million in milestone payments from Wyeth-Ayerst during 1999.

     During the third  quarter of 2000,  we received a $3.0 million  license fee
from Taisho,  which was recognized as income. In the fourth quarter 2000, we are
required  to adopt  SAB 101  issued  by the  SEC.  This  pronouncement  provides
guidance on the  recognition  of up-front  payments  received under research and
development  agreements.  Under the pronouncement,  the $3.0 million license fee
will be deferred and recognized as income over the life of the Taisho agreement,
estimated at 5 years.

     For the nine  months  ended  September  30,  2000 and  1999,  research  and
development  expenses were $28.4 million and $21.9  million,  respectively.  The
increase in expenses  reflects higher costs  associated with expanding  clinical
development  activities and the addition of scientific personnel.  Also included
in the nine months  ended  September  30,  2000,  were $1.1  million of non-cash
charges  associated with the employee stock purchase program and options granted
to consultants, compared to $118,000 for the same period in 1999. These expenses
are expected to rise over the remainder of 2000 as clinical studies are expanded
on current  compounds  and new  compounds  advance to the  clinical  development
stages.

                                     Page 8
<PAGE>


     For the nine  months  ended  September  30,  2000  and  1999,  general  and
administrative  expenses  totaled $6.9 million and $5.6  million,  respectively.
This increase resulted primarily from business  development  consulting expenses
and non-cash  charges  associated  with the employee stock purchase  program and
options granted to consultants.  In the nine months ended September 30, 2000 and
1999,  business  development  consulting  expenses  were  $580,000  and  $8,000,
respectively,  and non-cash charges  associated with the employee stock purchase
program  and  options  granted  to  consultants   were  $876,000  and  $134,000,
respectively. These expenses are expected to continue to rise over the remainder
of 2000.

    Interest  income  increased  to $4.5  million  during the nine months  ended
September 30, 2000  compared to $2.2 million for the same period last year.  The
increase  was  primarily  due to higher  investment  balances  generated  by our
private placement of common stock.  Completed in December 1999, this transaction
generated net proceeds of $39.3 million. We anticipate interest earnings for the
remainder of the 2000 to decline from  quarter-to-quarter  as cash  reserves are
needed  to fund  progressive  clinical  trials  and hire  additional  scientific
personnel.

     Net loss for the first nine months of 2000 was $19.4 million,  or $0.88 per
share,  compared to $13.1  million,  or $0.69 per share,  for the same period in
1999.  The  increase  in net loss  resulted  from a decline in  revenues of $1.6
million,  an increase in  operating  expenses of $7.9 million and an increase in
Japanese income taxes of $300,000  associated with the Taisho  agreement.  These
factors  were  partially  off set by an  increase  in  interest  income  of $2.3
million.  During the first nine months of 1999, we recorded equity in NPI losses
of $1.2  million.  Net losses are  expected to increase  this year due to higher
operating  costs  associated  with  the  advancement  of our  compounds  through
progressive clinical development and the addition of scientific personnel.

    To date,  our revenues have come from funded  research and  achievements  of
milestones  under  corporate  collaborations.  The  nature  and  amount of these
revenues  from  period-to-period  may lead to  substantial  fluctuations  in the
results of quarterly revenues and earnings. Accordingly, results and earnings of
one period are not predictive of future periods.


LIQUIDITY AND CAPITAL RESOURCES

     At  September  30,  2000,  our  cash,  cash  equivalents,   and  short-term
investments  totaled $79.4  million  compared with $91.1 million at December 31,
1999.  The  decline  in cash  balances  during  2000  reflects  the  funding  of
progressive  clinical  development  programs  and  the  addition  of  scientific
personnel.

     Net cash used in operating  activities during the first nine months of 2000
was $12.8 million compared with $12.4 million for the same period last year. The
increase in net cash used resulted primarily from the funding of clinical trials
and the  addition  of  scientific  personnel.  We expect  cash usage to continue
during the fourth quarter as clinical trial efforts are expanded.

     Net cash used in investing  activities during the first nine months of 2000
was $53,000  compared  with net cash  provided of $7.9  million  during the same
period in 1999.  The increase in cash used  resulted  primarily  from the timing
differences in the investment purchases,  sales, maturities and the fluctuations
in  our  portfolio  mix  between  cash  equivalents  and  short-term  investment
holdings. We expect similar fluctuations to continue throughout the year.

     Net cash  provided by  financing  activities  during 2000 was $2.8  million
compared to $421,000 during the same period of 1999. This increase was primarily
the result of proceeds  received  from stock option  exercises  and the employee
stock purchase plan.

                                     Page 9
<PAGE>


     We believe that our existing  capital  resources,  together  with  interest
income and future payments due under the strategic alliances, will be sufficient
to satisfy our current and projected funding  requirements at least for the next
12 months.  However,  we face the risk that such capital  resources and payments
may not be  sufficient  to conduct  our  research  and  development  programs as
planned. The amount and timing of expenditures will vary depending upon a number
of factors, including progress of our research and development programs.

     We will require additional funding for the continuation of our research and
product development programs, for progress with preclinical testing and clinical
trials, for operating expenses,  for the pursuit of regulatory approvals for our
product  candidates,  for the costs  involved in filing and  prosecuting  patent
applications  and  enforcing or  defending  patent  claims,  if any, the cost of
product  in-licensing  and  any  possible  acquisitions,   and  we  may  require
additional funding for establishing  manufacturing and marketing capabilities in
the future.  We may seek to access the public or private equity markets whenever
conditions are favorable.  We may also seek additional funding through strategic
alliances and other  financing  mechanisms,  potentially  including  off-balance
sheet  financing.  There  can be no  assurance  that  adequate  funding  will be
available  on terms  acceptable  to us,  if at all.  If  adequate  funds are not
available,  we may be  required  to  curtail  significantly  one or  more of our
research or  development  programs or obtain  funds  through  arrangements  with
collaborative  partners or others.  This may require us to relinquish  rights to
certain of our technologies or product candidates.

     We expect to incur  operating  losses  over the next  several  years as our
research,  development,   preclinical  testing  and  clinical  trial  activities
increase.  To the extent that we are unable to obtain  third  party  funding for
such expenses, we expect that increased expenses will result in increased losses
from operations.  In addition,  there can be no assurance that our products will
be  successfully  developed or that, if  successfully  developed,  will generate
revenues sufficient to enable us to earn a profit.


INTEREST RATE RISK

     We are exposed to interest rate risk on our short-term  investments  and on
our long-term  debt. The primary  objective of our  investment  activities is to
preserve   principal   while  at  the  same  time   maximizing   yields  without
significantly  increasing  risk. To achieve this objective,  we invest in highly
liquid and high quality  government and other debt  securities.  To minimize the
exposure  due to  adverse  shifts in  interest  rates,  we invest in  short-term
securities with  maturities of less than 44 months.  If a 10% change in interest
rates were to have occurred on September 30, 2000,  such a change would not have
had a material  effect on the fair value of our investment  portfolio as of that
date. Due to the short holding period of our investments, we have concluded that
we do not have a material financial market risk exposure.

      Interest  risk  exposure on long-term  debt  relates to our note  payable,
which bears a floating interest rate of prime plus one quarter percent (9.50% at
September  30, 2000 and 8.75% at December 31,  1999).  At September 30, 2000 and
December 31, 1999,  the note  balance was $348,000 and  $461,000,  respectively.
This note is payable in equal monthly  installments  through January 2003. Based
on the balance of its long-term  debt, we have  concluded  that we do not have a
material financial market risk exposure.


CAUTION ON FORWARD-LOOKING STATEMENTS

     Our business is subject to significant risks, including but not limited to,
the risks  inherent in our research and  development  activities,  including the
successful  continuation  of  our  strategic   collaborations,   the  successful
completion of clinical trials,  the lengthy,  expensive and uncertain process of
seeking regulatory approvals,  uncertainties  associated both with the potential
infringement of patents and other intellectual property rights of third parties,
and  with   obtaining  and   enforcing  our  own  patents  and  patent   rights,
uncertainties   regarding   government   reforms  and  of  product  pricing  and
reimbursement  levels,  technological  change  and  competition,   manufacturing
uncertainties  and dependence on third parties.  Even if our product  candidates
appear promising at an early stage of development, they may not reach the market
for numerous reasons.  Such reasons include the  possibilities  that the product
will be  ineffective  or unsafe  during  clinical  trials,  will fail to receive
necessary  regulatory  approvals,  will be difficult to  manufacture  on a large
scale,   will  be   uneconomical   to   market   or  will  be   precluded   from
commercialization by proprietary rights of third parties.

                                    Page 10
<PAGE>


     For a further  discussion  of the risks  associated  with an  investment in
Neurocrine,  please see the section entitled "Risk Factors" in our Annual Report
on Form 10-K for the year ended  December  31, 1999 and our most recent Form S-3
filed with the SEC.



ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     A discussion of our exposure to, and  management of, market risk appears in
Part 1, Item 2 of this Quarterly Report on Form 10-Q under the heading "Interest
Rate Risk".



ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(A) Exhibits.  The following exhibits are filed as part of this report:

       27 Financial Data Schedule

(B) Reports on Form 8-K.  There  were no  reports  filed on Form 8-K
    during the quarter ended September 30, 2000.


                                    Page 11
<PAGE>


SIGNATURES

     Pursuant to the  requirements  of the  Securities and Exchange Act of 1934,
the  registrant  has duly  caused  this report to be signed on its behalf by the
undersigned thereunto duly authorized.



         Dated:   11/08/00               /s/ Paul W. Hawran
                  --------               ------------------
                                         Paul W. Hawran
                                         Executive Vice President and
                                         Chief Financial Officer


                                    Page 12
<PAGE>

                                  EXHIBIT INDEX


  27    Financial Data Schedule
<PAGE>


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