0000950123-14-001346 Sample Contracts

Alder BioPharmaceuticals July 19, 2005
Alder Biopharmaceuticals Inc • February 10th, 2014 • Pharmaceutical preparations

It is my pleasure to offer you a position with Alder BioPharmaceuticals, Inc. (the “Company”) as Chief Business Officer, working in the Bothell, Washington office and reporting to the Company’s Chief Executive Officer.

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April 13, 2012
Original Letter Agreement • February 10th, 2014 • Alder Biopharmaceuticals Inc • Pharmaceutical preparations

You and Alder BioPharmaceuticals, Inc. (the “Company”) entered into an amended and restated offer letter agreement dated July 19, 2005 (the “Original Letter Agreement”) whereby you agreed to certain terms of employment as described in that Original Letter Agreement. You and the Company hereby agree to amend the Original Letter Agreement as described in this letter amendment (the “Amendment”).

ALDER BIOPHARMACEUTICALS, INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT April 16, 2012
Investors’ Rights Agreement • February 10th, 2014 • Alder Biopharmaceuticals Inc • Pharmaceutical preparations • Delaware

This AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (the “Agreement”) is made as of the 16th day of April, 2012, by and among Alder BioPharmaceuticals, Inc., a Delaware corporation (the “Company”), the holders of the Company’s Series A Preferred Stock listed on Schedule A attached hereto (the “Series A Holders”), the holders of the Company’s Series B Preferred Stock listed on Schedule A attached hereto (the “Series B Holders”), the holders of the Company’s Series C Preferred Stock listed on Schedule A attached hereto (the “Series C Holders”), the holders of Series D Preferred Stock listed on Schedule A attached hereto (the “Series D Holders,” and together with the Series A Holders, the Series B Holders and the Series C Holders, the “Investors” and each individually, an “Investor”), and Randall Schatzman, Mark Litton and John Latham, each of whom is herein referred to as a “Founder.”

EARLY ENTRY AGREEMENT
Early Entry Agreement • February 10th, 2014 • Alder Biopharmaceuticals Inc • Pharmaceutical preparations

By this Lease Landlord hereby leases to Tenant and Tenant hereby leases from Landlord the Building as set forth and described on the Reference Pages (the “Premises”). This Lease is solely a lease of space in the Building and does not constitute a lease of any land. The Premises are depicted on the floor plan attached hereto as Exhibit A, and the Building is depicted on the site plan attached hereto as Exhibit A-1. The Reference Pages, including all terms defined thereon, are incorporated as part of this Lease.

Alder BioPharmaceuticals July 19, 2005
Alder Biopharmaceuticals Inc • February 10th, 2014 • Pharmaceutical preparations

It is my pleasure to offer you a position with Alder BioPharmaceuticals, Inc. (the “Company”) as Chief Scientific Officer, working in the Bothell, Washington office and reporting to the Company’s Chief Executive Officer.

FIRST AMENDMENT TO LEASE
Lease • February 10th, 2014 • Alder Biopharmaceuticals Inc • Pharmaceutical preparations

THIS FIRST AMENDMENT TO LEASE (the “Amendment”), is dated the 1st day of February, 2008 (the “Effective Date”), between RREEF AMERICA REIT II CORP. KK, a Maryland corporation (“Landlord”) and ALDER BIOPHARMACEUTICALS, INC., a Delaware corporation (“Tenant”), for the premises located in the City of Bothell, County of King, State of Washington, commonly known as North Creek Parkway Center, Building 6, 11804 North Creek Parkway, Bothell, WA 98011 (the “Premises”).

SECOND AMENDMENT TO LEASE
Lease • February 10th, 2014 • Alder Biopharmaceuticals Inc • Pharmaceutical preparations
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