Robert W. Azelby Dear Bob:Letter Agreement • October 22nd, 2019 • Alder Biopharmaceuticals Inc • Pharmaceutical preparations • Washington
Contract Type FiledOctober 22nd, 2019 Company Industry JurisdictionThis 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.