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 SERVICES AGREEMENTMaster Services Agreement • March 19th, 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 • March 19th, 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 • March 19th, 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”.
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.
