0001193125-14-158365 Sample Contracts

ALDER BIOPHARMACEUTICALS, INC. COMMON STOCK UNDERWRITING AGREEMENT
Underwriting Agreement • April 25th, 2014 • Alder Biopharmaceuticals Inc • Pharmaceutical preparations • New York
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INDEMNITY AGREEMENT
Indemnity 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”).

Master Product Development and Clinical Supply Agreement
Master Product Development and Clinical Supply Agreement • April 25th, 2014 • Alder Biopharmaceuticals Inc • Pharmaceutical preparations

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”).

FIRST AMENDMENT TO MASTER PRODUCT DEVELOPMENT AND CLINICAL SUPPLY AGREEMENT
Master Product Development 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:

ALDER BIOPHARMACEUTICALS, INC. AMENDMENT NO. 1 TO AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT
Investors’ Rights Agreement • April 25th, 2014 • Alder Biopharmaceuticals Inc • Pharmaceutical preparations • Delaware

This Amendment No. 1 (this “Amendment”) to Amended and Restated Investors’ Rights Agreement dated as of April 16, 2012 (the “Rights Agreement”), is made as of April 7, 2014, by and among ALDER BIOPHARMACEUTICALS, INC., a Delaware corporation (the “Company”) and the Investors (as defined in the Rights Agreement)

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