ALDER BIOPHARMACEUTICALS, INC. Underwriting AgreementAlder Biopharmaceuticals Inc • February 1st, 2018 • 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 Goldman Sachs & Co. LLC, Leerink Partners LLC and Wells Fargo Securities, LLC are acting as representatives (the “Representatives”), $250,000,000 aggregate principal amount of its 2.50% Convertible Notes due 2025 (the “Underwritten Securities”) and, at the option of the Underwriters, solely to cover over-allotments, up to an additional $37,500,000 aggregate principal amount of its 2.50% Convertible Notes due 2025 (the “Option Securities”) if and to the extent that the Underwriters shall have determined to exercise the option to purchase such Option Securities granted to the Underwriters in Section 2 hereof. The Underwritten Securities and the Option Securities are herein referred to as the “Securities.” The Securities will be convertible into cash, shares of common stock, par value $0.0001 per share, of
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”):
