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FORM 10-K ☐ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from __________to__________Commission file number0-22705 Delaware(State or other jurisdiction ofincorporation or organization) 33-0525145 (I.R.S. EmployerIdentification No.) 6027 Edgewood BendCourt,San Diego,California 92130 (Address of principal executive offices)(858) 617-7600(Registrant’s telephone number, including area code)Securities registered pursuant to Section 12(b) of the Act: (Zip Code) Common Stock, $0.001 parvalue NBIX Nasdaq Global Select Market (Name of each exchange on whichregistered) (Title of each class)(Trading Symbol)Securities registered pursuant to Section 12(g) of the Act: None (Title ofclass) Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐No☐Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.Yes☐No☐ Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file suchreports), and (2) has been subject to such filing requirements for the past 90 days. Yes☐No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period thatthe registrant was required to submit such files). Yes☐No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smallerreporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large acceleratedfiler☐Accelerated filer☐Non-acceleratedfiler☐Smaller reportingcompany☐Emerging growthcompany☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of theeffectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) bythe registered public accounting firm that prepared or issued its audit report. Yes☐No☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to § 240.10D-1(b).☐Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes☐No☐The aggregate market value of registrant’s common stock held by non-affiliates of the registrant, computed by reference to theclosing price as of the last business day of the registrant’s most recently completed second fiscal quarter, June 30, 2024, was $10.5billion.As of February 5, 2025, 99,703,527 shares of the registrant’s common stock were outstanding.DOCUMENTS INCORPORATED BY REFERENCEPortions of the registrant’s definitive proxy statement relating to the registrant’s annual meeting of stockholders to be filed pursuantto Regulation 14A within 120 days following the end of the registrant’s fiscal year ended December 31, 2024 are incorporated byreference into Part III of this Form 10-K. TABLE OF CONTENTS PART I Item 1.Business4Item 1A.Risk Factors19Item 1B.Unresolved Staff Comments47Item 1C.Cybersecurity47Item 2.Properties49Item 3.Legal Proceedings49Item 4.Mine Safety Disclosures49 PART II Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and IssuerPurchases of Equity Securities50Item 7.Management’s Discussion and Analysis of Financial Condition and Results ofOperations52Item 7A.Quantitative and Qualitative Disclosures about Market Risk61Item 8.Financial Statements and Supplementary Data62Item 9.Changes in and Disagreements with Accountants on Accounting and FinancialDisclosure93Item 9A.Controls and Procedures93Item 9B.Other Information96Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections98 PART III Item 10.Directors, Exe