ALDER BIOPHARMACEUTICALS, INC. 11,304,348 Shares of Common Stock Underwriting AgreementAlder Biopharmaceuticals Inc • March 1st, 2019 • Pharmaceutical preparations • New York
Alder BioPharmaceuticals, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom J.P. Morgan Securities LLC and SVB Leerink LLC are acting as representatives (the “Representatives”), an aggregate of 11,304,348 shares of common stock, par value $0.0001 per share, of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional 1,695,652 shares of common stock of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The shares of common stock of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock”.
ALDER BIOPHARMACEUTICALS, INC., Issuer AND U.S. BANK NATIONAL ASSOCIATION, Trustee INDENTURE Dated as of February 1, 2018 Debt SecuritiesIndenture • February 1st, 2018 • Alder Biopharmaceuticals Inc • Pharmaceutical preparations • New York
INDENTURE, dated as of February 1, 2018, among Alder BioPharmaceuticals, Inc., a Delaware corporation (the “Company”), and U.S. Bank National Association, as trustee (the “Trustee”):
ALDER BIOPHARMACEUTICALS, INC. AND , AS WARRANT AGENT FORM OF PREFERRED STOCK WARRANT AGREEMENT DATED AS OFWarrant Agreement • February 23rd, 2017 • Alder Biopharmaceuticals Inc • Pharmaceutical preparations • New York
THIS PREFERRED STOCK WARRANT AGREEMENT (this “Agreement”), dated as of [●], between ALDER BIOPHARMACEUTICALS, INC., a Delaware corporation (the “Company”), and [●], a [corporation] [national banking association] organized and existing under the laws of [●] and having a corporate trust office in [●], as warrant agent (the “Warrant Agent”).
ALDER BIOPHARMACEUTICALS, INC. AND , AS WARRANT AGENT FORM OF DEBT SECURITIES WARRANT AGREEMENT DATED AS OFWarrant Agreement • February 23rd, 2017 • Alder Biopharmaceuticals Inc • Pharmaceutical preparations • New York
THIS DEBT SECURITIES WARRANT AGREEMENT (this “Agreement”), dated as of [●], between ALDER BIOPHARMACEUTICALS, INC., a Delaware corporation (the “Company”), and [●], a [corporation] [national banking association] organized and existing under the laws of [●] and having a corporate trust office in [●], as warrant agent (the “Warrant Agent”).
] Shares ALDER BIOPHARMACEUTICALS, INC. COMMON STOCK UNDERWRITING AGREEMENTUnderwriting Agreement • December 22nd, 2014 • Alder Biopharmaceuticals Inc • Pharmaceutical preparations • New York
INDEMNITY AGREEMENTIndemnity Agreement • April 25th, 2014 • Alder Biopharmaceuticals Inc • Pharmaceutical preparations • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) dated as of , 2014, is made by and between ALDER BIOPHARMACEUTICALS, INC. a Delaware corporation (the “Company”), and (“Indemnitee”).
AGREEMENT AND PLAN OF MERGER by and among ALDER BIOPHARMACEUTICALS, INC. H. LUNDBECK A/S, LUNDBECK LLC, and VIOLET ACQUISITION CORP. Dated as of September 16, 2019Agreement and Plan of Merger • September 16th, 2019 • Alder Biopharmaceuticals Inc • Pharmaceutical preparations • Delaware
THIS AGREEMENT AND PLAN OF MERGER (“Agreement”) is made and entered into as of September 16, 2019, by and among: H. Lundbeck A/S, a Danish aktieselskab (“Parent”); Lundbeck LLC, a Delaware limited liability company and an indirect wholly owned subsidiary of Parent (“Payor”); Violet Acquisition Corp., a Delaware corporation and a direct wholly owned subsidiary of Payor (“Purchaser”); and Alder BioPharmaceuticals, Inc., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.
DISTRIBUTION AGREEMENTDistribution Agreement • January 4th, 2019 • Alder Biopharmaceuticals Inc • Pharmaceutical preparations • New York
Alder BioPharmaceuticals, Inc., a Delaware corporation (the “Company”), confirms its agreement with J.P. Morgan Securities LLC, as agent and/or principal under any Terms Agreement (as defined in Section 1(a) below) (“you” or the “Agent”), with respect to the issuance and sale from time to time by the Company, in the manner and subject to the terms and conditions described below in this Distribution Agreement (this “Agreement”), of Common Stock, $0.0001 par value per share (the “Common Stock”), of the Company having an aggregate Gross Sales Price (as defined in Section 2(b) below) of up to $100,000,000 (the “Maximum Amount”) on the terms set forth in Section 1 of this Agreement. Such shares are hereinafter collectively referred to as the “Shares” and are described in the Prospectus referred to below.
Alder BioPharmaceuticals July 19, 2005Alder Biopharmaceuticals Inc • March 19th, 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.
April 13, 2012Original Letter Agreement • March 19th, 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”).
Master Product Development and Clinical Supply AgreementMaster Product Development and Clinical Supply Agreement • May 1st, 2014 • Alder Biopharmaceuticals Inc • Pharmaceutical preparations • California
This MASTER PRODUCT DEVELOPMENT AND CLINICAL SUPPLY AGREEMENT (the “Agreement”) is entered into as of the 21st day of March, 2011 (“Effective Date”) by and between ALDER BIOPHARMACEUTICALS, INC., a corporation organized and existing under the laws of Delaware, with its principal offices located at 11804 North Creek Parkway South, Bothell, WA 98011 (“Client”), and ALTHEA TECHNOLOGIES, INC., a Delaware corporation, with a place of business located at 11040 Roselle Street, San Diego, CA 92121 (“Althea”).
Re:Transition and Consulting AgreementAlder Biopharmaceuticals Inc • May 2nd, 2019 • Pharmaceutical preparations • Washington
This letter sets forth the terms of the transition and consulting agreement (the “Agreement”) which Alder BioPharmaceuticals, Inc. (the “Company”) is offering to you to aid in your employment transition.
MASTER SERVICES AGREEMENTMaster Services Agreement • May 1st, 2014 • Alder Biopharmaceuticals Inc • Pharmaceutical preparations
THIS MASTER SERVICES AGREEMENT (this “Agreement”) is effective as of October 14, 2013 (the “Effective Date”) and is entered into among Alder Biopharmaceuticals Inc., a Delaware corporation (“Alder”) having its principal place of business at 11804 North Creek Parkway South, Bothell, WA 98011, USA, FUJIFILM Diosynth Biotechnologies U.S.A., Inc., a Delaware corporation (“FDBU”), formerly known as Diosynth RTP Inc., having its principal place of business at 101 J. Morris Commons Lane, Morrisville, NC 27560 USA, and FUJIFILM Diosynth Biotechnologies UK Limited (“FDBK”), having its principal place of business at Belasis Avenue, Billingham, TS23 1LH, United Kingdom (each a “Party”, and, two or all of them, collectively, the “Parties”). In this Agreement, the term “Fujifilm” means, individually and collectively, as the context requires, FDBU and/or FDBK.
EXHIBIT B LICENSE AGREEMENTLicense Agreement • May 1st, 2014 • Alder Biopharmaceuticals Inc • Pharmaceutical preparations • California
This AGREEMENT is made and entered into this 15th of October, 2004 (“Effective Date”) by and between the Keck Graduate Institute of Applied Life Sciences, a corporation duly organized and existing under the laws of the State of California, having a principal place of business at 535 Watson Drive, Claremont, CA 91711 (hereinafter “KGI”) and Alder BioPharmaceutical, Inc., a Delaware corporation, having a principal place of business at 4750 Carillon Point, Kirkland, WA 98033, (hereinafter called “LICENSEE”).
ALDER BIOPHARMACEUTICALS, INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT April 16, 2012Investors’ Rights Agreement • March 19th, 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 AGREEMENTEarly Entry Agreement • March 19th, 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.
COLLABORATION AND LICENSE AGREEMENT Among ALDERBIO HOLDINGS LLC, ALDER BIOPHARMACEUTICALS INC. and BRISTOL-MYERS SQUIBB COMPANYCollaboration and License Agreement • May 1st, 2014 • Alder Biopharmaceuticals Inc • Pharmaceutical preparations • Delaware
THIS COLLABORATION AND LICENSE AGREEMENT (the “Agreement”) is made and entered into as of November 6, 2009 (the “Signing Date”) by and among ALDERBIO HOLDINGS LLC (“AlderHoldings”), a Nevada limited liability company having its principal place of business at 101 Convention Center Drive, Suite 850, Las Vegas, Nevada 89109, ALDER BIOPHARMACEUTICALS INC., a Delaware corporation having its principal place of business at 11804 North Creek Parkway South, Bothell, Washington 98011 (“AlderBio”) and BRISTOL-MYERS SQUIBB COMPANY, a Delaware corporation having offices at 345 Park Avenue, New York, New York 10154 (“BMS”). AlderHoldings and AlderBio are referred to collectively as “Alder”. Alder and BMS are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.
Re: Amendment to Separation and Consulting AgreementSeparation Agreement • November 5th, 2018 • Alder Biopharmaceuticals Inc • Pharmaceutical preparations • Washington
This letter agreement sets forth the amendment we discussed to your Separation and Consulting Agreement dated March 26, 2018 (the “Separation Agreement”), by and between you and Alder BioPharmaceuticals, Inc. (the “Company”). If you sign and return this amendment on or before September 21, 2018, the Separation Agreement will be amended as follows:
Alder BioPharmaceuticals July 19, 2005Alder 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.
AMENDMENT NO: 2The Contract Manufacturing Agreement • February 25th, 2019 • Alder Biopharmaceuticals Inc • Pharmaceutical preparations • New York
This Amendment No: 2 to the Contract Manufacturing Agreement (“Amendment 2”) is made effective as of November 17, 2016 (“Amendment 2 Effective Date”) by and between
FOURTH AMENDMENT TO LEASEAlder Biopharmaceuticals Inc • February 23rd, 2016 • Pharmaceutical preparations
This Fourth Amendment to Lease (this “Fourth Amendment”) is made and entered into by and between KBS NORTH CREEK, LLC, a Delaware limited liability company (“Landlord”), as successor-in-interest to RREEF America REIT II Corp. KK (“Original Landlord”), and ALDER BIOPHARMACEUTICALS, INC., a Delaware corporation (“Tenant”), and shall be effective for all purposes as of the date that this Fourth Amendment is fully executed (the “Effective Date”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 5th, 2019 • Alder Biopharmaceuticals Inc • Pharmaceutical preparations • Delaware
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March 4, 2019, by and among Alder BioPharmaceuticals Inc., a Delaware corporation (the “Company”), and the buyers listed on the Schedule of Buyers on EXHIBIT A hereto (individually, together with its permitted designees and assigns, the “Buyer” and collectively, the “Buyers”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Common Stock Purchase Agreement by and between the parties hereto, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”).
FIRST AMENDMENT TO LEASELease • 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”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 19th, 2018 • Alder Biopharmaceuticals Inc • Pharmaceutical preparations • Delaware
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of January 12, 2018, by and between Alder BioPharmaceuticals Inc., a Delaware corporation (the “Company”), and the buyers listed on the Schedule of Buyers on EXHIBIT A hereto (individually, together with its permitted designees and assigns, the “Buyer” and collectively, the “Buyers”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Preferred Stock Purchase Agreement by and between the parties hereto, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”).
THIRD AMENDMENT TO LEASELease • March 19th, 2014 • Alder Biopharmaceuticals Inc • Pharmaceutical preparations
Expansion Allowance, such portion requested by Tenant shall be amortized (at a rate of interest equal to eight percent (8%) per annum) over the period commencing on the Expansion Commencement Date and ending on the expiration of the Second Extension Term, and the monthly installments of Annual Rent payable by Tenant pursuant to the Lease, as amended by this Third Amendment, shall be increased by the monthly amount necessary to so amortize such Additional Expansion Allowance so disbursed by Landlord. Tenant agrees to execute promptly an amendment to the Lease reflecting the increase in the Annual Rent as described above.
AMENDMENT TO Stock Option Grant Notice and Option AgreementNotice and Option Agreement • August 7th, 2018 • Alder Biopharmaceuticals Inc • Pharmaceutical preparations
This document constitutes an amendment to the Stock Option Grant Notice (the “Grant Notice”) and the Option Agreement (the “Agreement”) for each option that was granted to you by Alder BioPharmaceuticals, Inc. pursuant to its 2014 Equity Incentive Plan prior to June 14, 2018 and that is outstanding as of such date. Effective as of such date, the Grant Notice and the Agreement are amended as follows:
AMENDMENT NO: 1The Contract Manufacturing Agreement • February 25th, 2019 • Alder Biopharmaceuticals Inc • Pharmaceutical preparations • New York
This Amendment No: 1 to the Contract Manufacturing Agreement (“Amendment 1”) is made effective as of September 19, 2016 (“Amendment 1 Effective Date”) by and between
AMENDMENT NO: 4The Contract Manufacturing Agreement • February 25th, 2019 • Alder Biopharmaceuticals Inc • Pharmaceutical preparations • New York
This Amendment No: 4 to the Contract Manufacturing Agreement (“Amendment 4”) is made effective as of June 15, 2018 (“Amendment 4 Effective Date”) by and between
FIRST AMENDMENT TO MASTER PRODUCT DEVELOPMENT AND CLINICAL SUPPLY AGREEMENTDevelopment and Clinical Supply Agreement • April 25th, 2014 • Alder Biopharmaceuticals Inc • Pharmaceutical preparations
THIS FIRST AMENDMENT TO MASTER PRODUCT DEVELOPMENT AND CLINICAL SUPPLY AGREEMENT (“Amendment”) is entered into effective as of March 15, 2013 (the “Effective Date”) between Alder Biopharmaceuticals, Inc., a Delaware corporation, with its principal offices at 11804 North Creek Parkway South, Bothell, WA 98011 (“Client”) and Althea Technologies, Inc., a Delaware corporation, with its principal offices at 11040 Roselle Street, San Diego, CA 92121 (“Althea”), in order to amend that certain Master Product Development and Clinical Supply Agreement between Client and Althea dated March 21, 2011 (the “Agreement”). The parties agree as follows:
TENDER AND SUPPORT AGREEMENTTender and Support Agreement • September 16th, 2019 • Alder Biopharmaceuticals Inc • Pharmaceutical preparations • Delaware
This TENDER AND SUPPORT AGREEMENT (this “Agreement”), dated as of September 16, 2019, is entered into by and among H. Lundbeck A/S, a Danish aktieselskab (“Parent”), Violet Acquisition Corp., a Delaware corporation and an indirect wholly owned subsidiary of Parent (“Purchaser”), and each of the individuals or entities set forth on Schedule A (each, a “Stockholder”). All terms used but not otherwise defined in this Agreement shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below).
AMENDMENT NO: 3.1The Contract Manufacturing Agreement • February 25th, 2019 • Alder Biopharmaceuticals Inc • Pharmaceutical preparations • New York
This Amendment No: 3.1 to the Contract Manufacturing Agreement (“Amendment 3.1”) is made effective as of December 22, 2017 (“Amendment 3.1 Effective Date”) by and between
FIFTH AMENDMENT TO LEASELease • November 21st, 2016 • Alder Biopharmaceuticals Inc • Pharmaceutical preparations
ADDENDUM NO. 1 TO COLLABORATION AND LICENSE AGREEMENTCollaboration and License Agreement • May 1st, 2014 • Alder Biopharmaceuticals Inc • Pharmaceutical preparations
THIS ADDENDUM NO. 1 TO COLLABORATION AND LICENSE AGREEMENT (the “Addendum”) is made and entered into effective as of January 21, 2011 (the “Addendum Effective Date”) by and among ALDERBIO HOLDINGS LLC (“AlderHoldings”), a Nevada limited liability company having its principal place of business at 101 Convention Center Drive, Suite 850, Las Vegas, Nevada 89109, ALDER BIOPHARMACEUTICALS INC., a Delaware corporation having its principal place of business at 11804 North Creek Parkway South, Bothell, Washington 98011 (“AlderBio”) and BRISTOL-MYERS SQUIBB COMPANY, a Delaware corporation having offices at 345 Park Avenue, New York, New York 10154 (“BMS”). Alder Holdings and AlderBio are collectively referred to herein as “Alder”.
November 2, 2018 Elisabeth A. Sandoval, M.B.A. VIA EMAIL AND DOCUSIGNAlder Biopharmaceuticals Inc • February 25th, 2019 • Pharmaceutical preparations • Washington
As you know, you have informed Alder BioPharmaceuticals, Inc. (the “Company”) of your desire to resign your employment, and we have been discussing the terms of your resignation. This letter sets forth the terms of the transition agreement (the “Agreement”) that the Company is offering to you to aid in your employment transition.
Robert W. Azelby Dear Bob:Letter Agreement • October 22nd, 2019 • Alder Biopharmaceuticals Inc • Pharmaceutical preparations • Washington
This letter agreement (this “Agreement”) confirms the understanding between you and Alder BioPharmaceuticals, Inc. (the “Company”) regarding certain treatment that you may become entitled to receive in connection with the acquisition (the “Acquisition”) of the Company by H. Lundbeck A/S (“Parent”), pursuant to that certain Agreement and Plan of Merger, dated as of September 16, 2019, among the Company, Parent and certain other parties (the “Merger Agreement”). Capitalized terms used but not otherwise defined in this letter have the meanings given to such terms in the Merger Agreement. This Agreement will become effective immediately prior to the Offer Acceptance Time. However, if the Merger Agreement terminates pursuant to its terms or your employment with the Company terminates for any reason prior to the Offer Acceptance Time, this letter will terminate and be of no force or effect.
