ALDR / Alder BioPharmaceuticals, Inc. - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

Alder BioPharmaceuticals, Inc.
US ˙ NASDAQ ˙ US0143391052
HINDI NA ACTIVE ANG SIMBONG ITO

Mga Batayang Estadistika
LEI 529900946SFXHRCYLD85
CIK 1423824
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Alder BioPharmaceuticals, Inc.
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
February 13, 2020 SC 13G/A

ALDR / Alder BioPharmaceuticals, Inc. / TPG Group Holdings (SBS) Advisors, Inc. - AMENDMENT TO FORM SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. 2)* Under the Securities Exchange Act of 1934 Alder BioPharmaceuticals, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 014339105 (CUSIP Number) December 31, 2019 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to desig

November 1, 2019 15-12B

ALDR / Alder BioPharmaceuticals, Inc. 15-12B - - 15-12B

15-12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 001-36431 Alder BioPharmaceuticals, Inc. (Exact name of registrant as

October 31, 2019 SC 13G

ALDR / Alder BioPharmaceuticals, Inc. / DAVIDSON KEMPNER PARTNERS - ALDER BIOPHARMACEUTICALS, INC. Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Alder BioPharmaceuticals, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 014339105 (CUSIP Number) October 21, 2019 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pu

October 25, 2019 SC 13D/A

ALDR / Alder BioPharmaceuticals, Inc. / H Lundbeck A S - SC 13D/A Activist Investment

SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Amendment No. 1) Under the Securities Exchange Act of 1934 ALDER BIOPHARMACEUTICALS, INC. (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 014339 105 (CUSIP Number) Søren Hoffmann H. Lundbeck A/S General Counsel, Vice President, Corporate Legal Ottiliavej 9 DK-2500 Valby De

October 24, 2019 SC 13D/A

ALDR / Alder BioPharmaceuticals, Inc. / Redmile Group, LLC - SC 13D/A Activist Investment

UNITED STATES SECURITIES & EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 4)* Alder BioPharmaceuticals, Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 014339105 (CUSIP Number) Redmile Group, LLC Jeremy C. Green One Letterman Drive, Bldg D, Ste D3-300 San Francisco, CA 94129 Attention:

October 22, 2019 POSASR

ALDR / Alder BioPharmaceuticals, Inc. POSASR - - POSASR

POSASR As filed with the Securities and Exchange Commission on October 22, 2019 No.

October 22, 2019 S-8 POS

ALDR / Alder BioPharmaceuticals, Inc. S-8 POS - - S-8 POS

S-8 POS As filed with the Securities and Exchange Commission on October 22, 2019 No.

October 22, 2019 S-8 POS

ALDR / Alder BioPharmaceuticals, Inc. S-8 POS - - S-8 POS

S-8 POS As filed with the Securities and Exchange Commission on October 22, 2019 No.

October 22, 2019 S-8 POS

ALDR / Alder BioPharmaceuticals, Inc. S-8 POS - - S-8 POS

S-8 POS As filed with the Securities and Exchange Commission on October 22, 2019 No.

October 22, 2019 S-8 POS

ALDR / Alder BioPharmaceuticals, Inc. S-8 POS - - S-8 POS

S-8 POS 1 d819971ds8pos.htm S-8 POS As filed with the Securities and Exchange Commission on October 22, 2019 No. 333-229847 No. 333-226714 No. 333-223239 No. 333-216198 No. 333-209663 No. 333-202738 No. 333-195807 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-229847 POST-EFFECTIVE AMENDMENT NO. 1 TO

October 22, 2019 S-8 POS

ALDR / Alder BioPharmaceuticals, Inc. S-8 POS - - S-8 POS

S-8 POS As filed with the Securities and Exchange Commission on October 22, 2019 No.

October 22, 2019 S-8 POS

ALDR / Alder BioPharmaceuticals, Inc. S-8 POS - - S-8 POS

S-8 POS As filed with the Securities and Exchange Commission on October 22, 2019 No.

October 22, 2019 S-8 POS

ALDR / Alder BioPharmaceuticals, Inc. S-8 POS - - S-8 POS

S-8 POS As filed with the Securities and Exchange Commission on October 22, 2019 No.

October 22, 2019 SC 14D9/A

ALDR / Alder BioPharmaceuticals, Inc. SC 14D9/A - - SC 14D9/A

SC 14D9/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) (Amendment No. 7) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 Alder BioPharmaceuticals, Inc. (Name of Subject Company) Alder BioPharmaceuticals, Inc. (Name of Persons Filing Statement) Common Stock, par value $0.0001 per share (Titl

October 22, 2019 SC TO-T/A

ALDR / Alder BioPharmaceuticals, Inc. SC TO-T/A - - SC TO-T/A

SC TO-T/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 6) ALDER BIOPHARMACEUTICALS, INC. (Name of Subject Company) VIOLET ACQUISITION CORP. (Offeror) A Wholly Owned Subsidiary of LUNDBECK LLC (Offeror) An Indirect Wholly Owned Subsidiary of H.

October 22, 2019 EX-99.(A)(5)(F)

H. Lundbeck A/S

EX-99.(a)(5)(F) Exhibit (a)(5)(F) H. Lundbeck A/S Ottiliavej 9 DK-2500 Valby, Copenhagen CVR number: 56759913 LEI code: 5493006R4KC2OI5D3470 Tel +45 36 30 13 11 E-mail [email protected] www.lundbeck.com Corporate Release Lundbeck completes the acquisition of Alder BioPharmaceuticals – a company committed to transforming migraine treatment and prevention • Enhances Lundbeck’s leading portfolio

October 22, 2019 EX-4.3

Second Supplemental Indenture, dated October 22, 2019, among Alder BioPharmaceuticals, Inc., Lundbeck LLC, and U.S. Bank National Association.

Exhibit 4.3 EXECUTION VERSION ALDER BIOPHARMACEUTICALS, INC. SECOND SUPPLEMENTAL INDENTURE Dated as of October 22, 2019 to INDENTURE Dated as of February 1, 2018 2.50% Convertible Senior Notes due 2025 U.S. BANK NATIONAL ASSOCIATION Trustee This SECOND SUPPLEMENTAL INDENTURE, dated as of October 22, 2019 (this “Supplemental Indenture”), among ALDER BIOPHARMACEUTICALS, INC., a Delaware corporation

October 22, 2019 EX-3.2

Amended and Restated By-Laws of Alder BioPharmaceuticals, Inc., dated October 22, 2019.

EX-3.2 Exhibit 3.2 ALDER BIOPHARMACEUTICALS, INC. (Delaware) AMENDED AND RESTATED BY-LAWS ARTICLE I Offices Section 1.1 Registered Office. The corporation shall maintain a registered office and registered agent in the State of Delaware. The registered office and/or registered agent of the corporation may be changed from time to time by action of the board of directors. Section 1.2 Other Offices. T

October 22, 2019 EX-10.2

Alder BioPharmaceuticals, Inc. Executive Severance Benefit Plan, effective October 18, 2019.

EX-10.2 Exhibit 10.2 ALDER BIOPHARMACEUTICALS, INC. EXECUTIVE SEVERANCE BENEFIT PLAN 1. INTRODUCTION. This Alder BioPharmaceuticals, Inc. Executive Severance Benefit Plan (the “Plan”) amends and restates the Alder BioPharmaceuticals, Inc. Executive Severance Benefit Plan as previously amended and restated effective December 15, 2016 (such earlier version, the “Prior Plan”). This amendment and rest

October 22, 2019 EX-10.1

Letter Agreement, dated October 21, 2019, between Robert W. Azelby and Alder BioPharmaceuticals, Inc.

EX-10.1 Exhibit 10.1 October 21, 2019 Robert W. Azelby Dear Bob: 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

October 22, 2019 8-K

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement, Completion of Acquisition or Disposition of Assets, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 18, 2019 Alder BioPharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36431 90-0134860 (State or other Jurisdiction of Incorporation) (Co

October 22, 2019 EX-3.1

Amended and Restated Certificate of Incorporation of Alder BioPharmaceuticals, Inc., dated October 22, 2019.

EX-3.1 Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ALDER BIOPHARMACEUTICALS, INC. ARTICLE I The name of the corporation is Alder Biopharmaceuticals, Inc. (the “Corporation”). ARTICLE II The address, including street, number, city, and county, of the registered office of the Corporation in the State of Delaware is 251 Little Falls Drive, City of Wilmington, County of New Castle

October 17, 2019 SC TO-T/A

ALDR / Alder BioPharmaceuticals, Inc. SC TO-T/A - - SC TO-T/A

SC TO-T/A 1 d815839dsctota.htm SC TO-T/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 5) ALDER BIOPHARMACEUTICALS, INC. (Name of Subject Company) VIOLET ACQUISITION CORP. (Offeror) A Wholly Owned Subsidiary of LUNDBECK LLC (Offeror) An Indirec

October 16, 2019 SC 14D9/A

ALDR / Alder BioPharmaceuticals, Inc. SC 14D9/A - - SC 14D9/A

SC 14D9/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) (Amendment No. 6) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 Alder BioPharmaceuticals, Inc. (Name of Subject Company) Alder BioPharmaceuticals, Inc. (Name of Persons Filing Statement) Common Stock, par value $0.0001 per share (Titl

October 11, 2019 SC 14D9/A

ALDR / Alder BioPharmaceuticals, Inc. SC 14D9/A - - SC 14D9/A

SC 14D9/A 1 d802332dsc14d9a.htm SC 14D9/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) (Amendment No. 5) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 Alder BioPharmaceuticals, Inc. (Name of Subject Company) Alder BioPharmaceuticals, Inc. (Name of Persons Filing Statement) Common Stock, p

October 10, 2019 SC 14D9/A

ALDR / Alder BioPharmaceuticals, Inc. SC 14D9/A - - SC 14D9/A

SC 14D9/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) (Amendment No. 4) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 Alder BioPharmaceuticals, Inc. (Name of Subject Company) Alder BioPharmaceuticals, Inc. (Name of Persons Filing Statement) Common Stock, par value $0.0001 per share (Titl

October 10, 2019 EX-99.(B)(2)

STRICTLY CONFIDENTIAL - LEGAL PRIVILEGE

EX-99.(b)(2) Exhibit (b)(2) ADVOKATPARTNERSELSKAB STRICTLY CONFIDENTIAL - LEGAL PRIVILEGE FACILITY AGREEMENT For H. Lundbeck A/S arranged by Danske Bank A/S Nordea Danmark, Filial af Nordea Bank Abp, Finland as Mandated Lead Arrangers BNP Paribas Fortis SA/NV Skandinaviska Enskilda Banken AB (publ) as Lead Arrangers Jyske Bank A/S as Arranger with Nordea Danmark, Filial af Nordea Bank Abp, Finland

October 10, 2019 SC TO-T/A

ALDR / Alder BioPharmaceuticals, Inc. SC TO-T/A - - SC TO-T/A

SC TO-T/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 4) ALDER BIOPHARMACEUTICALS, INC. (Name of Subject Company) VIOLET ACQUISITION CORP. (Offeror) A Wholly Owned Subsidiary of LUNDBECK LLC (Offeror) An Indirect Wholly Owned Subsidiary of H.

October 10, 2019 EX-99.(B)(1)

STRICTLY CONFIDENTIAL - LEGAL PRIVILEGE

EX-99.(b)(1) Exhibit (b)(1) ADVOKATPARTNERSELSKAB STRICTLY CONFIDENTIAL - LEGAL PRIVILEGE MULTICURRENCY REVOLVING FACILITY AGREEMENT For H. Lundbeck A/S arranged by Danske Bank A/S Nordea Danmark, Filial af Nordea Bank Abp, Finland as Mandated Lead Arrangers Bank of America Merrill Lynch International Designated Activity Company BNP Paribas Fortis SA/NV Skandinaviska Enskilda Banken AB (publ) as L

October 10, 2019 SC 13G/A

ALDR / Alder BioPharmaceuticals, Inc. / Wellington Management Group LLP - SEC SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 4 )* ALDER BIOPHARMACEUTICALS INC (Name of Issuer) Common Stock (Title of Class of Securities) 014339105 (CUSIP Number) September 30, 2019 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to whi

October 4, 2019 SC TO-T/A

ALDR / Alder BioPharmaceuticals, Inc. SC TO-T/A - - SC TO-T/A

SC TO-T/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 3) ALDER BIOPHARMACEUTICALS, INC. (Name of Subject Company) VIOLET ACQUISITION CORP. (Offeror) A Wholly Owned Subsidiary of LUNDBECK LLC (Offeror) An Indirect Wholly Owned Subsidiary of H.

October 4, 2019 SC 14D9/A

ALDR / Alder BioPharmaceuticals, Inc. SC 14D9/A - - SC 14D9/A

SC 14D9/A 1 d802332dsc14d9a.htm SC 14D9/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) (Amendment No. 3) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 Alder BioPharmaceuticals, Inc. (Name of Subject Company) Alder BioPharmaceuticals, Inc. (Name of Persons Filing Statement) Common Stock, p

October 1, 2019 SC TO-T/A

ALDR / Alder BioPharmaceuticals, Inc. SC TO-T/A - - SC TO-T/A

SC TO-T/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 2) ALDER BIOPHARMACEUTICALS, INC. (Name of Subject Company) VIOLET ACQUISITION CORP. (Offeror) A Wholly Owned Subsidiary of LUNDBECK LLC (Offeror) An Indirect Wholly Owned Subsidiary of H.

October 1, 2019 SC 14D9/A

ALDR / Alder BioPharmaceuticals, Inc. SC 14D9/A - - SC 14D9/A

SC 14D9/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) (Amendment No. 2) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 Alder BioPharmaceuticals, Inc. (Name of Subject Company) Alder BioPharmaceuticals, Inc. (Name of Persons Filing Statement) Common Stock, par value $0.0001 per share (Titl

September 27, 2019 SC TO-T/A

ALDR / Alder BioPharmaceuticals, Inc. SC TO-T/A - - SC TO-T/A

SC TO-T/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 1) ALDER BIOPHARMACEUTICALS, INC. (Name of Subject Company) VIOLET ACQUISITION CORP. (Offeror) A Wholly Owned Subsidiary of LUNDBECK LLC (Offeror) An Indirect Wholly Owned Subsidiary of H.

September 26, 2019 SC 14D9/A

ALDR / Alder BioPharmaceuticals, Inc. SC 14D9/A - - SC 14D9/A

SC 14D9/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) (Amendment No. 1) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 Alder BioPharmaceuticals, Inc. (Name of Subject Company) Alder BioPharmaceuticals, Inc. (Name of Persons Filing Statement) Common Stock, par value $0.0001 per share (Titl

September 26, 2019 SC 13D

ALDR / Alder BioPharmaceuticals, Inc. / H Lundbeck A S - SC 13D Activist Investment

SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 ALDER BIOPHARMACEUTICALS, INC. (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 014339 105 (CUSIP Number) Søren Hoffmann H. Lundbeck A/S General Counsel, Vice President, Corporate Legal Ottiliavej 9 DK-2500 Valby Denmark + 45 36 30 13

September 23, 2019 SC 14D9

ALDR / Alder BioPharmaceuticals, Inc. SC 14D9 - - SC 14D9

SC 14D9 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 Alder BioPharmaceuticals, Inc. (Name of Subject Company) Alder BioPharmaceuticals, Inc. (Name of Persons Filing Statement) Common Stock, par value $0.0001 per share (Title of Class of Securi

September 23, 2019 EX-99.(E)(33)

December 19, 2018

EX-(e)(33) Exhibit (e)(33) December 19, 2018 Paul Streck, M.D., M.B.A. Dear Paul: On behalf of Alder BioPharmaceuticals, Inc. (“Alder” or the “Company”), we are pleased to offer you a position of Chief Medical Officer, reporting to Bob Azelby, President and Chief Executive Officer. We will mutually agree on the start date, provided however, that such start date will be no later than February 10, 2

September 23, 2019 EX-99.(E)(32)

March 11, 2019

EX-99.(E)(32) 2 d802332dex99e32.htm EX-(E)(32) Exhibit (e)(32) March 11, 2019 Nadia Dac Dear Nadia: On behalf of Alder BioPharmaceuticals, we are pleased to offer you the position of Chief Commercial Officer reporting to me. The terms under which we offer you this position, in their entirety, are as follows: • Compensation: Your position is classified as exempt for purposes of wage and hour laws.

September 23, 2019 EX-99.(D)(3)

NONDISCLOSURE AGREEMENT

EX-99.(D)(3) 10 d802321dex99d3.htm EX-99.(D)(3) Exhibit (d)(3) NONDISCLOSURE AGREEMENT This Nondisclosure Agreement (“Agreement”), effective as of the last date of signature below (the “Effective Date”), is made by and between Alder BioPharmaceuticals, Inc., a Delaware corporation (together with its subsidiaries, “Discloser”), and the entity identified below (together with its subsidiaries “Recipi

September 23, 2019 EX-99.(A)(1)(A)

Offer to Purchase for Cash All Outstanding Shares of Common Stock ALDER BIOPHARMACEUTICALS, INC. $18.00 per share, plus one non-transferable contractual contingent value right for each share, which represents the right to receive a contingent payment

EX-99.(a)(1)(A) Table of Contents Exhibit (a)(1)(A) Offer to Purchase for Cash All Outstanding Shares of Common Stock of ALDER BIOPHARMACEUTICALS, INC. at $18.00 per share, plus one non-transferable contractual contingent value right for each share, which represents the right to receive a contingent payment of $2.00 per share upon the achievement of a specified milestone by VIOLET ACQUISITION CORP

September 23, 2019 EX-99.(B)(2)

STRICTLY CONFIDENTIAL - LEGAL PRIVILEGE

EX-99.(b)(2) Exhibit (b)(2) ADVOKATPARTNERSELSKAB [CERTAIN PORTIONS OF THIS EXHIBIT CONTAIN CONFIDENTIAL INFORMATION WHICH IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. THE CONFIDENTIAL PORTIONS OF THIS EXHIBIT ARE IDENTIFIED AS “[REDACTED]” AND HAVE BEEN OMITTED.] STRICTLY CONFIDENTIAL - LEGAL PRIVILEGE FACILITY AGREEMENT For H. Lundbeck A/S arranged by [

September 23, 2019 EX-99.(A)(1)(D)

Offer To Purchase For Cash All Outstanding Shares of Common Stock ALDER BIOPHARMACEUTICALS, INC. a Delaware corporation $18.00 per share, plus one non-transferable contractual contingent value right for each share, which represents the right to recei

EX-99.(a)(1)(D) Exhibit (a)(1)(D) Offer To Purchase For Cash All Outstanding Shares of Common Stock of ALDER BIOPHARMACEUTICALS, INC. a Delaware corporation at $18.00 per share, plus one non-transferable contractual contingent value right for each share, which represents the right to receive a contingent payment of $2.00 per share upon the achievement of a specified milestone Pursuant to the Offer

September 23, 2019 EX-99.(A)(1)(C)

NOTICE OF GUARANTEED DELIVERY For Tender of Shares of Common Stock ALDER BIOPHARMACEUTICALS, INC. a Delaware corporation $18.00 per share, plus one non-transferable contractual contingent value right for each share, which represents the right to rece

EX-99.(a)(1)(C) Exhibit (a)(1)(C) NOTICE OF GUARANTEED DELIVERY For Tender of Shares of Common Stock of ALDER BIOPHARMACEUTICALS, INC. a Delaware corporation at $18.00 per share, plus one non-transferable contractual contingent value right for each share, which represents the right to receive a contingent payment of $2.00 per share upon the achievement of a specified milestone Pursuant to the Offe

September 23, 2019 EX-99.(A)(1)(E)

Offer To Purchase For Cash All Outstanding Shares of Common Stock ALDER BIOPHARMACEUTICALS, INC. a Delaware corporation $18.00 per share plus one non-transferable contractual contingent value right for each share, which represents the right to receiv

EX-99.(a)(1)(E) Exhibit (a)(1)(E) Offer To Purchase For Cash All Outstanding Shares of Common Stock of ALDER BIOPHARMACEUTICALS, INC. a Delaware corporation at $18.00 per share plus one non-transferable contractual contingent value right for each share, which represents the right to receive a contingent payment of $2.00 in cash per share upon the achievement of a specified milestone Pursuant to th

September 23, 2019 EX-99.(A)(1)(B)

LETTER OF TRANSMITTAL To Tender Shares of Common Stock ALDER BIOPHARMACEUTICALS, INC. a Delaware corporation $18.00 per share, plus one non-transferable contractual contingent value right for each share, which represents the right to receive a contin

EX-99.(A)(1)(B) 3 d802321dex99a1b.htm EX-99.(A)(1)(B) Exhibit (a)(1)(B) LETTER OF TRANSMITTAL To Tender Shares of Common Stock of ALDER BIOPHARMACEUTICALS, INC. a Delaware corporation at $18.00 per share, plus one non-transferable contractual contingent value right for each share, which represents the right to receive a contingent payment of $2.00 per share upon the achievement of a specified mile

September 23, 2019 SC TO-T

ALDR / Alder BioPharmaceuticals, Inc. SC TO-T - - SC TO-T

SC TO-T 1 d802321dsctot.htm SC TO-T UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 ALDER BIOPHARMACEUTICALS, INC. (Name of Subject Company) VIOLET ACQUISITION CORP. (Offeror) A Wholly Owned Subsidiary of LUNDBECK LLC (Offeror) An Indirect Wholly Owned Subsidia

September 23, 2019 EX-99.(B)(1)

STRICTLY CONFIDENTIAL - LEGAL PRIVILEGE

EX-99.(b)(1) Exhibit (b)(1) ADVOKATPARTNERSELSKAB [CERTAIN PORTIONS OF THIS EXHIBIT CONTAIN CONFIDENTIAL INFORMATION WHICH IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. THE CONFIDENTIAL PORTIONS OF THIS EXHIBIT ARE IDENTIFIED AS “[REDACTED]” AND HAVE BEEN OMITTED.] STRICTLY CONFIDENTIAL - LEGAL PRIVILEGE MULTICURRENCY REVOLVING FACILITY AGREEMENT For H. Lu

September 23, 2019 EX-99.(A)(1)(F)

Notice of Offer to Purchase for Cash All Outstanding Shares of Common Stock ALDER BIOPHARMACEUTICALS, INC. a Delaware corporation $18.00 per share plus one non-transferable contractual contingent value right for each share, which represents the right

EX-99.(A)(1)(F) 7 d802321dex99a1f.htm EX-99.(A)(1)(F) Exhibit (a)(1)(F) This announcement is neither an offer to purchase nor a solicitation of an offer to sell Shares (as defined below), and the provisions herein are subject in their entirety to the provisions of the Offer (as defined below). The Offer is made solely by the Offer to Purchase, dated September 23, 2019, and the related Letter of Tr

September 18, 2019 SC TO-C

ALDR / Alder BioPharmaceuticals, Inc. SC TO-C - - SC TO-C

SC TO-C UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 ALDER BIOPHARMACEUTICALS, INC. (Name of Subject Company) VIOLET ACQUISITION CORP. (Offeror) A Wholly Owned Subsidiary of LUNDBECK LLC (Offeror) An Indirect Wholly Owned Subsidiary of H. LUNDBECK A/S (Offer

September 18, 2019 EX-99.1

Teleconference – 16 September 2019 Lundbeck to acquire Alder BioPharmaceuticals

EX-99.1 Exhibit 99.1 Teleconference – 16 September 2019 Lundbeck to acquire Alder BioPharmaceuticals Safe Harbor/Forward-Looking Statements This transcript contains forward-looking information related to Lundbeck, and the proposed acquisition of Alder by Lundbeck that involves substantial risks and uncertainties that could cause actual results to differ materially from those expressed or implied b

September 17, 2019 SC 13D/A

ALDR / Alder BioPharmaceuticals, Inc. / Redmile Group, LLC - SC 13D/A Activist Investment

UNITED STATES SECURITIES & EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3)* Alder BioPharmaceuticals, Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 014339105 (CUSIP Number) Redmile Group, LLC Jeremy C. Green One Letterman Drive, Bldg D, Ste D3-300 San Francisco, CA 94129 Attention:

September 16, 2019 EX-99.5

Dear [NAME / INSERT CUSTOMARY GREETING],

EX-99.5 6 d805028dex995.htm EX-99.5 Exhibit 99.5 Dear [NAME / INSERT CUSTOMARY GREETING], I am writing to share some important news about Alder. [Today / Last night] we announced that Alder has entered into an agreement to be acquired by Lundbeck, joining a global leader in neuroscience research and the development and commercialization of innovative therapies in neurology. The transaction is expe

September 16, 2019 EX-99.4

Dear [NAME / INSERT CUSTOMARY GREETING],

EX-99.4 Exhibit 99.4 Dear [NAME / INSERT CUSTOMARY GREETING], I am writing to share some important news about Alder. [Today / Last night] we announced that Alder has entered into an agreement to be acquired by Lundbeck, joining a global leader in neuroscience research and the development and commercialization of innovative therapies in neurology. You can read the press release that was issued here

September 16, 2019 EX-99.2

All Alder Employees

EX-99.2 Exhibit 99.2 To: All Alder Employees From: Bob Azelby, Chief Executive Officer Date: September 15, 2019 Re: Lundbeck’s Acquisition of Alder Team, Today we announced that Lundbeck will be acquiring Alder. I understand that this will be a surprise to most of you, and I expect you may have many questions regarding this news. We will be hosting an all-employee town hall tomorrow (Monday, Septe

September 16, 2019 EX-99.18

LinkedIn: Alder BioPharmaceuticals posts, September 16, 2019

EX-99.18 Exhibit 99.18 LinkedIn: Alder BioPharmaceuticals posts, September 16, 2019 Alder BioPharmaceuticals is pleased to announce we have agreed to be acquired by Lundbeck [https://www.linkedin.com/company/lundbeck/], a global leader in neuroscience research and the development and commercialization of innovative therapies in neurology. Eptinezumab, our first-to-market IV therapy for migraine pr

September 16, 2019 EX-99.11

Lundbeck to Acquire Alder in Transaction Valued at $1.95 Billion

EX-99.11 Exhibit 99.11 SUBJECT: Lundbeck to Acquire Alder in Transaction Valued at $1.95 Billion [NAME], We’ve just announced that we have entered into an agreement to be acquired by H. Lundbeck A/S (CPH: LUN) in a transaction valued at $1.95 billion. The press release with additional details regarding the transaction can be found here [https://investor.alderbio.com/news-releases/news-release-deta

September 16, 2019 EX-99.12

What was announced?

EX-99.12 13 d805028dex9912.htm EX-99.12 Exhibit 99.12 FAQ 1. What was announced? • We announced that Alder has entered into an agreement to be acquired by Lundbeck, joining a global leader in neuroscience research and the development and commercialization of innovative therapies in neurology. 2. Who is Lundbeck? • Lundbeck is a global leader in neuroscience research and the development and commerc

September 16, 2019 EX-99.6

ALDR Employee Q&A

EX-99.6 Exhibit 99.6 ALDR Employee Q&A TRANSACTION DETAILS, RATIONALE AND BACKGROUND 1. What was announced? • We announced that Alder has agreed to be acquired by Lundbeck in a transaction valued at $1.95 billion. • Upon closing of the transaction, Alder shareholders will receive $18.00 per share in cash. In addition, shareholders will receive one Contingent Value Right per share, which entitle th

September 16, 2019 EX-99.15

Dear [Valued Partner / INSERT CUSTOMARY GREETING],

EX-99.15 16 d805028dex9915.htm EX-99.15 Exhibit 99.15 Dear [Valued Partner / INSERT CUSTOMARY GREETING], As you are a valued partner, I am writing to share some important news about Alder. Today we announced that Alder has entered into an agreement to be acquired by Lundbeck, joining a global leader in neuroscience research and the development and commercialization of innovative therapies in neuro

September 16, 2019 EX-99.8

Dear [Valued Vendor / INSERT CUSTOMARY GREETING],

EX-99.8 Exhibit 99.8 Dear [Valued Vendor / INSERT CUSTOMARY GREETING], As you are a valued partner, I am writing to share some important news about Alder. We recently announced that Alder has entered into an agreement to be acquired by Lundbeck, joining a global leader in neuroscience research and the development and commercialization of innovative therapies in neurology. You can read the press re

September 16, 2019 SC14D9C

ALDR / Alder BioPharmaceuticals, Inc. SC14D9C - - SC14D9C

SC14D9C UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 Alder BioPharmaceuticals, Inc. (Name of Subject Company) Alder BioPharmaceuticals, Inc. (Name of Persons Filing Statement) Common Stock, par value $0.0001 per share (Title of Class of Securi

September 16, 2019 EX-99.17

Alder BioPharmaceuticals Tweets (@AlderBio), September 16, 2019

EX-99.17 18 d805028dex9917.htm EX-99.17 Exhibit 99.17 Alder BioPharmaceuticals Tweets (@AlderBio), September 16, 2019 @AlderBio to be acquired by @Lundbeck, joining a global leader in neuroscience research & the commercialization of innovative therapies in neurology: http://bit.ly/2lXZhnv

September 16, 2019 EX-99.14

What was announced?

EX-99.14 15 d805028dex9914.htm EX-99.14 Exhibit 99.14 FAQ 1. What was announced? • We announced that Alder has entered into an agreement to be acquired by Lundbeck, joining a global leader in neuroscience research and the development and commercialization of innovative therapies in neurology. 2. Who is Lundbeck? • Lundbeck is a global leader in neuroscience research and the development and commerc

September 16, 2019 EX-99.3

Dear Alder employees,

EX-99.3 Exhibit 99.3 Dear Alder employees, As you are aware, today we announced a definitive agreement for Lundbeck to acquire Alder Biopharmaceuticals. I am sure this is not necessarily what you were expecting this morning! I want to take this opportunity to say how very pleased everyone at Lundbeck is to be able to make this announcement as we see such a strong fit between our two companies. At

September 16, 2019 EX-99.7

® Delivers Compelling Value to Stakeholders and Advances Efforts to Commercialize Eptinezumab Globally Benefits of the Transaction Compelling Financial Benefits Alder shareholders receive significant and immediate cash value and ability to benefit fu

EX-99.7 Exhibit 99.7 ® Delivers Compelling Value to Stakeholders and Advances Efforts to Commercialize Eptinezumab Globally Benefits of the Transaction Compelling Financial Benefits Alder shareholders receive significant and immediate cash value and ability to benefit further following eptinezumab’s approval by the European Medicines Agency (EMA). Global Platform Helps Position Eptinezumab for Suc

September 16, 2019 EX-99.1

H. Lundbeck A/S

EX-99.1 2 d805028dex991.htm EX-99.1 Exhibit 99.1 H. Lundbeck A/S Ottiliavej 9 Tel +45 36 30 13 11 E-mail [email protected] DK-2500 Valby, Copenhagen www.lundbeck.com CVR number: 56759913 LEI code: 5493006R4KC2OI5D3470 Corporate Release Lundbeck to acquire Alder BioPharmaceuticals – a company committed to transforming migraine treatment and prevention – in a transaction valued at up to USD 1.95

September 16, 2019 EX-99.16

Announcement Tonight

EX-99.16 17 d805028dex9916.htm EX-99.16 Exhibit 99.16 Subject: Announcement Tonight Hello Alder consultants and temporaries, Tonight we announced that Alder has entered into an agreement to be acquired by Lundbeck, upon closing, joining a global leader in neuroscience research and the development and commercialization of innovative therapies in neurology. You can read the press release that was is

September 16, 2019 EX-99.9

Transaction Overview Lundbeck’s patient focus in neurology is closely aligned with Alder’s Lundbeck shares our confidence in eptinezumab’s tremendous potential Enhances eptinezumab’s ability to reach migraine patients around the world Creates immedia

EX-99.9 Alder Confidential + Delivers Compelling Value to Stakeholders and Advances Efforts to Commercialize Eptinezumab Globally September 16, 2019 ® Exhibit 99.9 Transaction Overview Lundbeck’s patient focus in neurology is closely aligned with Alder’s Lundbeck shares our confidence in eptinezumab’s tremendous potential Enhances eptinezumab’s ability to reach migraine patients around the world C

September 16, 2019 EX-99.13

Dear [Dr. [NAME] / Valued Partner / INSERT CUSTOMARY GREETING],

EX-99.13 Exhibit 99.13 Dear [Dr. [NAME] / Valued Partner / INSERT CUSTOMARY GREETING], As a valued Alder partner, I am writing to share some important news about Alder. Today we announced that Alder has entered into an agreement to be acquired by Lundbeck, joining a global leader in neuroscience research and the development and commercialization of innovative therapies in neurology. You can read t

September 16, 2019 EX-99.10

Lundbeck to Acquire Alder Biopharmaceuticals in Transaction Valued at $1.95 Billion

EX-99.10 Exhibit 99.10 SUBJECT: Lundbeck to Acquire Alder Biopharmaceuticals in Transaction Valued at $1.95 Billion [NAME], We’ve just announced that Alder Biopharmaceuticals (NASDAQ: ALDR) has entered into an agreement to be acquired by H. Lundbeck A/S (CPH: LUN) in a transaction valued at $1.95 billion. The press release we issued can be found here [https://investor.alderbio.com/news-releases/ne

September 16, 2019 EX-99.1

H. Lundbeck A/S

EX-99.1 Exhibit 99.1 H. Lundbeck A/S Ottiliavej 9 DK-2500 Valby, Copenhagen CVR number: 56759913 LEI code: 5493006R4KC2OI5D3470 Tel +45 36 30 13 11 E-mail [email protected] www.lundbeck.com Corporate Release Lundbeck to acquire Alder BioPharmaceuticals – a company committed to transforming migraine treatment and prevention – in a transaction valued at up to USD 1.95 billion net of cash • Enhan

September 16, 2019 EX-99.4

Important legal notice

EX-99.4 5 d801443dex994.htm EX-99.4 Exhibit 99.4 Twitter: Important legal notice https://lundbeck.com/global/important-legal-notice We’re to acquire Alder Biopharmaceuticals, & in doing so, moving into the field of migraine treatment & prevention. We are proud to use our expertise in the brain to the benefit of millions of ppl living w/ migraine. #ProgressInMind LinkedIn: *Important legal notice*:

September 16, 2019 EX-99.3

Page 1/4

EX-99.3 4 d801443dex993.htm EX-99.3 Exhibit 99.3 Dear Alder employees, As you are aware, today we announced a definitive agreement for Lundbeck to acquire Alder Biopharmaceuticals. I am sure this is not necessarily what you were expecting this morning! I want to take this opportunity to say how very pleased everyone at Lundbeck is to be able to make this announcement as we see such a strong fit be

September 16, 2019 SC TO-C

ALDR / Alder BioPharmaceuticals, Inc. SC TO-C - - SC TO-C

SC TO-C UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 ALDER BIOPHARMACEUTICALS, INC. (Name of Subject Company) VIOLET ACQUISITION CORP. (Offeror) A Wholly Owned Subsidiary of LUNDBECK LLC (Parent of Offeror) An Indirect Wholly Owned Subsidiary of H. LUNDBECK

September 16, 2019 EX-99.2

Company disclaimer This presentation contains forward-looking information related to Lundbeck, and the proposed acquisition of Alder by Lundbeck that involves substantial risks and uncertainties that could cause actual results to differ materially fr

EX-99.2 Exhibit 99.2 Company disclaimer This presentation contains forward-looking information related to Lundbeck, and the proposed acquisition of Alder by Lundbeck that involves substantial risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements. Forward-looking statements in this document include, among other things, statem

September 16, 2019 EX-3.1

Amendment to Alder’s Amended and Restated Bylaws, dated September 15, 2019

EX-3.1 3 d803223dex31.htm EX-3.1 Exhibit 3.1 Amendment to the Amended and Restated Bylaws of Alder BioPharmaceuticals, Inc September 15, 2019 Article XV EXCLUSIVE FORUM Section 48. Forum for Adjudication of Certain Disputes. Unless the Corporation consents in writing to the selection of an alternative forum (an “Alternative Forum Consent”), the Court of Chancery of the State of Delaware shall be t

September 16, 2019 EX-99.1

TENDER AND SUPPORT AGREEMENT

EX-99.1 4 d803223dex991.htm EX-99.1 Exhibit 99.1 EXECUTION VERSION TENDER AND SUPPORT AGREEMENT 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 individu

September 16, 2019 EX-2.1

Agreement and Plan of Merger, dated September 16, 2019

EX-2.1 Table of Contents Exhibit 2.1 EXECUTION VERSION 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, 2019 Table of Contents Table of Contents Section 1 THE OFFER 1.1 The Offer 2 1.2 Company Actions 5 Section 2 MERGER TRANSACTION 2.1 Merger of Purchaser into the Company 6 2.2 Effect of t

September 16, 2019 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 16, 2019 (September 15, 2019) Alder BioPharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36431 90-0134860 (State or other Jurisdictio

September 16, 2019 EX-99.2

H. Lundbeck A/S

EX-99.2 5 d803223dex992.htm EX-99.2 Exhibit 99.2 H. Lundbeck A/S Ottiliavej 9 Tel +45 36 30 13 11 E-mail [email protected] DK-2500 Valby, Copenhagen www.lundbeck.com CVR number: 56759913 LEI code: 5493006R4KC2OI5D3470 Corporate Release Lundbeck to acquire Alder BioPharmaceuticals – a company committed to transforming migraine treatment and prevention – in a transaction valued at up to USD 1.95

August 6, 2019 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 6, 2019 Alder BioPharmaceuticals, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-36431 90-0134860 (State or Other Jurisdiction of Incorporation) (Comm

August 6, 2019 EX-99.1

Alder BioPharmaceuticals® Reports Second Quarter 2019 Financial and Operating Results

Exhibit 99.1 Alder BioPharmaceuticals® Reports Second Quarter 2019 Financial and Operating Results - Data presented at American Academy of Neurology and American Headache Society Annual Meetings continue to support eptinezumab’s differentiated clinical profile and impact on quality of life measures – - Core commercial leadership team secured, including field payer team, in anticipation of expected

August 6, 2019 EX-10.1

2018 Inducement Award Plan, as Amended and Restated

Exhibit 10.1 Alder BioPharmaceuticals, Inc. 2018 Inducement Award Plan Adopted by the Compensation Committee: June 11, 2018 Amended and Restated by the Compensation Committee: June 20, 2019 1.General. (a) Eligible Award Recipients. Awards may only be granted to Employees who satisfy the standards for inducement grants under Rule 5635(c)(4) of the Nasdaq Listing Rules. A person who previously serve

August 6, 2019 EX-10.3

Form of Stock Option Grant Notice and Option Agreement for the 2014 Equity Incentive Plan (for Annual Grants)

Exhibit 10.3 Alder BioPharmaceuticals, Inc. Non-Employee Director Stock Option Grant Notice (2014 Equity Incentive Plan) Alder BioPharmaceuticals, Inc. (the “Company”), pursuant to its 2014 Equity Incentive Plan (the “Plan”), hereby grants to Optionholder an option to purchase the number of shares of the Company’s Common Stock as further described on the Company’s Morgan Stanley website, Corporate

August 6, 2019 EX-10.4

Form of Stock Option Grant Notice and Option Agreement for the 2014 Equity Incentive Plan (for Initial Grants)

Exhibit 10.4 Alder BioPharmaceuticals, Inc. Non-Employee Director Stock Option Grant Notice (2014 Equity Incentive Plan) Alder BioPharmaceuticals, Inc. (the “Company”), pursuant to its 2014 Equity Incentive Plan (the “Plan”), hereby grants to Optionholder an option to purchase the number of shares of the Company’s Common Stock as further described on the Company’s Morgan Stanley website, Corporate

August 6, 2019 10-Q

Quarterly Report - 10-Q

Can I UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2019 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-36431 Alder BioPharmaceuticals, Inc.

August 6, 2019 EX-10.2

Form of Restricted Stock Unit Award Grant Notice and Restricted Stock Unit Award Agreement for the 2018 Inducement Award Plan

Exhibit 10.2 Alder BioPharmaceuticals, Inc. 2018 Inducement Award Plan Restricted Stock Unit Award Grant Notice Alder BioPharmaceuticals, Inc. (the “Company”) hereby grants to Participant a Restricted Stock Unit Award (the “Award”) under the Alder BioPharmaceuticals, Inc. 2018 Inducement Award Plan (the “Plan”) for the number of restricted stock units (the “RSUs”) set forth below. This Award is su

May 24, 2019 8-K

Submission of Matters to a Vote of Security Holders

8-K 1 d732806d8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 23, 2019 Alder BioPharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36431 90-0134860 (State or other jurisdiction

May 2, 2019 8-K

Financial Statements and Exhibits, Other Events

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 2, 2019 Alder BioPharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36431 90-0134860 (State or other jurisdiction of incorporation) (Com

May 2, 2019 424B7

CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to be Registered Amount to be Registered Proposed Maximum Offering Price Per Unit(1) Proposed Maximum Aggregate Offering Price(1) Amount of Registration Fee(2) Common Stock, par value

424B7 1 d743524d424b7.htm 424B7 Table of Contents Filed pursuant to Rule 424(b)(7) Registration No.: 333-216199 CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to be Registered Amount to be Registered Proposed Maximum Offering Price Per Unit(1) Proposed Maximum Aggregate Offering Price(1) Amount of Registration Fee(2) Common Stock, par value $0.0001 per share 2,093,980 $13.04 $27

May 2, 2019 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 2, 2019 Alder BioPharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36431 90-0134860 (State or other jurisdiction of incorporation) (Commiss

May 2, 2019 EX-99

Alder BioPharmaceuticals® Reports First Quarter 2019 Financial and Operating Results - FDA sets eptinezumab PDUFA date of February 21, 2020; launch expected in first quarter of 2020 - - Acute study planned for potential eptinezumab label expansion -

Exhibit 99.1 Alder BioPharmaceuticals® Reports First Quarter 2019 Financial and Operating Results - FDA sets eptinezumab PDUFA date of February 21, 2020; launch expected in first quarter of 2020 - - Acute study planned for potential eptinezumab label expansion - - Conference call today at 5:00 p.m. ET - BOTHELL, Wash., May 2, 2019 - Alder BioPharmaceuticals, Inc. (NASDAQ: ALDR), a biopharmaceutica

May 2, 2019 EX-10.5

Compensation Information for Non-Employee Directors.

EX-10.5 3 aldr-ex105239.htm EX-10.5 Exhibit 10.5 Alder BioPharmaceuticals, Inc. Non-Employee Director Compensation Information Pursuant to our non-employee director compensation policy, as most recently amended in March 2019, we compensate our non-employee directors with an annual cash retainer. Each such director receives an annual base cash retainer of $40,000 for such service, to be paid monthl

May 2, 2019 10-Q

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2019 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-36431 Alder BioPharmaceuticals, Inc.

May 2, 2019 EX-10.4

Transition and Consulting Agreement between Alder BioPharmaceuticals, Inc. and John A. Latham, Ph.D. dated March 28, 2019.

EX-10.4 2 aldr-ex104238.htm EX-10.4 Exhibit 10.4 March 28, 2019 John A. Latham, Ph.D. Re:Transition and Consulting Agreement Dear John: 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. 1.Transition. As part of this Agreement, your employment wil

April 30, 2019 DEF 14A

ALDR / Alder BioPharmaceuticals, Inc. DEF 14A DEF 14A

DEF 14A Table of Contents SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.

April 12, 2019 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 9, 2019 Alder BioPharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36431 90-0134860 (State or other jurisdiction of incorporation) (C

March 28, 2019 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

8-K 1 d692351d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 28, 2019 Alder BioPharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36431 90-0134860 (State or other jurisd

March 28, 2019 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 23, 2019 Alder BioPharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36431 90-0134860 (State or other jurisdiction of incorporati

March 11, 2019 SC 13G/A

ALDR / Alder BioPharmaceuticals, Inc. / Wellington Management Group LLP - SEC SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3 )* ALDER BIOPHARMACEUTICALS INC (Name of Issuer) Common Stock (Title of Class of Securities) 014339105 (CUSIP Number) February 28, 2019 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to whic

March 6, 2019 SC 13D/A

ALDR / Alder BioPharmaceuticals, Inc. / Redmile Group, LLC - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* Alder BioPharmaceuticals, Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 014339105 (CUSIP Number) Redmile Group, LLC Jeremy C. Green One Letterman Drive, Bldg D, Ste D3-300 San Francisco, CA 94129 Attention

March 5, 2019 EX-4.1

Registration Rights Agreement by and among Alder BioPharmaceuticals, Inc. and the buyers listed on the Schedule of Buyers thereto, dated March 4, 2019 (incorporated by reference to Exhibit 4.1 to the Issuer’s Current Report on Form 8-K filed on March 5, 2019).

EX-4.1 Exhibit 4.1 EXECUTION VERSION REGISTRATION RIGHTS AGREEMENT 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 “Buy

March 5, 2019 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 4, 2019 Alder BioPharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36431 90-0134860 (State or other jurisdiction of incorporation) (C

March 1, 2019 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 26, 2019 Alder BioPharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36431 90-0134860 (State or other jurisdiction of incorporation

March 1, 2019 EX-10.1

Common Stock Purchase Agreement by and among Alder BioPharmaceuticals, Inc. and the Buyers set forth therein dated February 26, 2019 (incorporated by reference to Exhibit 10.1 to the Issuer’s Current Report on Form 8-K filed on March 1, 2019).

EX-10.1 COMMON STOCK PURCHASE AGREEMENT Exhibit 10.1 COMMON STOCK PURCHASE AGREEMENT COMMON STOCK PURCHASE AGREEMENT (the “Agreement”), dated as of February 26, 2019 by and between Alder BioPharmaceuticals, Inc., a Delaware corporation (the “Company”), and the buyers listed on the Schedule of Buyers attached hereto as Exhibit A, as may be updated in accordance with Section 9(g) (individually, toge

March 1, 2019 EX-1.1

Underwriting Agreement, dated February 27, 2019

EX-1.1 2 d742415dex11.htm EX-1.1 UNDERWRITING AGREEMENT Exhibit 1.1 ALDER BIOPHARMACEUTICALS, INC. 11,304,348 Shares of Common Stock Underwriting Agreement February 27, 2019 J.P. Morgan Securities LLC SVB Leerink LLC As Representatives of the several Underwriters listed in Schedule 1 hereto c/o J.P. Morgan Securities LLC 383 Madison Avenue New York, New York 10179 c/o SVB Leerink LLC One Federal S

February 28, 2019 424B5

CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to be Registered Amount to be Registered(1) Proposed Maximum Offering Price Per Unit(1) Proposed Maximum Aggregate Offering Price(1) Amount of Registration Fee(2) Common Stock, par val

424B5 Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-216199 CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to be Registered Amount to be Registered(1) Proposed Maximum Offering Price Per Unit(1) Proposed Maximum Aggregate Offering Price(1) Amount of Registration Fee(2) Common Stock, par value $0.0001 per share 13,000,000 $11.50 $149,500,000 $18,119.40 (1

February 27, 2019 424B5

Alder BioPharmaceuticals, Inc. Attn: Investor Relations 11804 North Creek Parkway South Bothell, WA 98011 (425) 205-2900

424B5 Table of Contents Filed Pursuant to Rule 424(b)(5) Registration Number 333-216199 The information in this preliminary prospectus supplement is not complete and may be changed.

February 25, 2019 S-8

Registration No. 333-229847,

S-8 As filed with the U.S. Securities and Exchange Commission on February 25, 2019 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Alder BioPharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware 90-0134860 (State or other jurisdiction of incorporation or org

February 25, 2019 EX-99.1

Alder BioPharmaceuticals® Reports Fourth Quarter and Full Year 2018 Financial and Operating Results - Completes eptinezumab’s Biologics License Application (BLA) submission - - Remains on track for eptinezumab’s commercial launch in Q1-2020 - - Stren

Exhibit 99.1 Alder BioPharmaceuticals® Reports Fourth Quarter and Full Year 2018 Financial and Operating Results - Completes eptinezumab’s Biologics License Application (BLA) submission - - Remains on track for eptinezumab’s commercial launch in Q1-2020 - - Strengthens leadership team with the appointments of Carlos Campoy as Chief Financial Officer and Dr. Paul Streck as Chief Medical Officer - -

February 25, 2019 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 25, 2019 Alder BioPharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36431 90-0134860 (State or other jurisdiction of incorporation) (C

February 25, 2019 EX-10.43

Amendment No: 4 to the Contract Manufacturing Agreement between Alder BioPharmaceuticals, Inc. and Sandoz GmbH, effective June 15, 2018.

EX-10.43 9 aldr-ex1043487.htm EX-10.43 [***] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. CONFIDENTIAL Exhibit 10.43 AMENDMENT NO: 4 TO THE CONTRACT MANUFACTURING AGREEMENT This Amendment No: 4 to the Contract Manufacturing Agreement

February 25, 2019 EX-10.44

Amendment No. 5 to the Contract Manufacturing Agreement between Alder BioPharmaceuticals, Inc. and Sandoz GmbH, effective January 1, 2019.

[***] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

February 25, 2019 EX-10.42

Amendment No: 3.1 to the Contract Manufacturing Agreement between Alder BioPharmaceuticals, Inc. and Sandoz GmbH, effective December 22, 2017.

[***] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

February 25, 2019 EX-10.31

Amendment to Offer Letter between Alder BioPharmaceuticals, Inc. and Carlos E. Campoy dated February 7, 2019.

Exhibit 10.31 February 7, 2019 Carlos E. Campoy Re: Amendment to Offer of Employment At Alder BioPharmaceuticals, Inc. (the “Company” or “Alder”) dated December 4, 2018 Dear Carlos: You and Alder entered into an offer letter agreement dated December 4, 2018 (the “Original Letter Agreement”) whereby you agreed to certain terms of employment as described in that Original Letter Agreement. For good a

February 25, 2019 EX-10.26

Transition Agreement between Alder BioPharmaceuticals, Inc. and Elisabeth A. Sandoval, dated November 2, 2018.

Exhibit 10.26 November 2, 2018 Elisabeth A. Sandoval, M.B.A. VIA EMAIL AND DOCUSIGN Re:Transition Agreement Dear Elisabeth: 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 i

February 25, 2019 EX-10.39

Contract Manufacturing Agreement between Alder BioPharmaceuticals, Inc. and Sandoz GmbH, effective May 4, 2015.

EX-10.39 5 aldr-ex1039492.htm EX-10.39 [***] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. CONFIDENTIAL Exhibit 10.39 Contract Manufacturing Agreement BETWEEN Alder BioPharmaceuticals, Inc. and Sandoz GmbH Page -1- CONFIDENTIAL 1. DEFI

February 25, 2019 EX-10.41

Amendment No: 2 to the Contract Manufacturing Agreement between Alder BioPharmaceuticals, Inc. and Sandoz GmbH, effective November 17, 2016.

EX-10.41 7 aldr-ex1041490.htm EX-10.41 [***] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. CONFIDENTIAL Exhibit 10.41 AMENDMENT NO: 2 TO THE CONTRACT MANUFACTURING AGREEMENT This Amendment No: 2 to the Contract Manufacturing Agreement

February 25, 2019 EX-10.45

Quality Agreement on Manufacturing and Testing of Bulk Drug Substance between Alder BioPharmaceuticals, Inc. and Sandoz GmbH, effective July 27, 2018.

[***] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

February 25, 2019 EX-10.30

Offer Letter between Alder BioPharmaceuticals, Inc. and Carlos E. Campoy dated December 4, 2018.

Exhibit 10.30 December 4, 2018 Carlos E. Campoy Dear Carlos: On behalf of Alder BioPharmaceuticals, we are pleased to offer you a position of Chief Financial Officer, reporting to Bob Azelby, President and Chief Executive Officer. The terms under which we offer you this position, in their entirety, are as follows. • Compensation: Your position is classified as exempt for purposes of wage and hour

February 25, 2019 10-K

ALDR / Alder BioPharmaceuticals, Inc. 10-K (Annual Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2018 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-36431 Alder BioPharma

February 25, 2019 EX-10.40

Amendment No: 1 to the Contract Manufacturing Agreement between Alder BioPharmaceuticals, Inc. and Sandoz GmbH, effective September 19, 2016.

EX-10.40 6 aldr-ex1040491.htm EX-10.40 [***] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. CONFIDENTIAL Exhibit 10.40 AMENDMENT NO: 1 TO THE CONTRACT MANUFACTURING AGREEMENT This Amendment No: 1 to the Contract Manufacturing Agreement

February 13, 2019 SC 13G/A

ALDR / Alder BioPharmaceuticals, Inc. / Foresite Capital Fund II, L.P. - SC 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b) (Amendment No. 3)* Alder BioPharmaceuticals, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 014339105 (CUSIP Number) December 31, 2018 (Date of Event Which

February 12, 2019 SC 13G/A

ALDR / Alder BioPharmaceuticals, Inc. / Wellington Management Group LLP - SEC SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2 )* ALDER BIOPHARMACEUTICALS INC (Name of Issuer) Common Stock (Title of Class of Securities) 014339105 (CUSIP Number) December 31, 2018 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to whic

February 11, 2019 SC 13G/A

ALDR / Alder BioPharmaceuticals, Inc. / VANGUARD GROUP INC Passive Investment

alderbiopharmaceuticalsinc.htm - Generated by SEC Publisher for SEC Filing SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 2 )* Name of issuer: Alder Biopharmaceuticals Inc Title of Class of Securities: Common Stock CUSIP Number: 014339105 Date of Event Which Requires Filing of this Statement: December 31, 2018 Check

February 8, 2019 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 6, 2019 Alder BioPharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36431 90-0134860 (State or other jurisdiction of incorporation)

January 17, 2019 8-K

Other Events

8-K 1 d682814d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 17, 2019 Alder BioPharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36431 90-0134860 (State or other juri

January 4, 2019 424B5

CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to be Registered Proposed Maximum Aggregate Offering Price Amount of Registration Fee(1) Common Stock, par value $0.0001 per share $100,000,000 $12,120

424B5 Table of Contents Filed Pursuant to Rule 424(b)(5) Registration Number 333-216199 CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to be Registered Proposed Maximum Aggregate Offering Price Amount of Registration Fee(1) Common Stock, par value $0.

January 4, 2019 EX-10.1

Distribution Agreement, dated January 4, 2019, by and between Alder BioPharmaceuticals, Inc. and J.P. Morgan Securities LLC

EX-10.1 Exhibit 10.1 DISTRIBUTION AGREEMENT January 4, 2019 J.P. Morgan Securities LLC 383 Madison Avenue New York, New York 10179 Ladies and Gentlemen: 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 res

January 4, 2019 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 4, 2019 Alder BioPharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36431 90-0134860 (State or other jurisdiction of incorporation) (Com

December 11, 2018 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 11, 2018 Alder BioPharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36431 90-0134860 (State or other jurisdiction of incorpor

November 5, 2018 EX-99.1

Alder BioPharmaceuticals® Reports Third Quarter 2018 Financial and Operating Results - Biologics License Application (BLA) submission on track for Q1 2019 - - Robust manufacturing package for BLA submission to include positive results from pharmacoki

Exhibit 99.1 Alder BioPharmaceuticals® Reports Third Quarter 2018 Financial and Operating Results - Biologics License Application (BLA) submission on track for Q1 2019 - - Robust manufacturing package for BLA submission to include positive results from pharmacokinetic comparability study - - Conference call today at 5:00 p.m. ET - BOTHELL, Wash., Nov. 5, 2018 – Alder BioPharmaceuticals, Inc. (NASD

November 5, 2018 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 5, 2018 Alder BioPharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36431 90-0134860 (State or other jurisdiction of incorporation) (Co

November 5, 2018 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 2, 2018 Alder BioPharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36431 90-0134860 (State or other jurisdiction of incorpora

November 5, 2018 10-Q

ALDR / Alder BioPharmaceuticals, Inc. 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2018 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-36431 Alder BioPharmaceuticals, Inc.

November 5, 2018 EX-10.1

Amendment to Separation and Consulting Agreement with Randy Schatzman dated September 12, 2018.

Exhibit 10.1 September 18, 2018 Randall C. Schatzman, Ph.D. Re: Amendment to Separation and Consulting Agreement Dear Randy: 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 befor

October 24, 2018 8-K

Other Events

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 23, 2018 Alder BioPharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36431 90-0134860 (State or other jurisdiction of incorporation)

August 9, 2018 S-8

Registration No. 333-226714,

S-8 1 d443050ds8.htm S-8 As filed with the U.S. Securities and Exchange Commission on August 7, 2018 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Alder BioPharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware 90-0134860 (State or other jurisdiction of in

August 7, 2018 EX-99.1

Alder BioPharmaceuticals® Reports Second Quarter 2018 Financial and Operating Results - Presented new eptinezumab Phase 3 clinical trial data in episodic and chronic migraine demonstrating robust efficacy that is sustained and further improved after

Exhibit 99.1 Alder BioPharmaceuticals® Reports Second Quarter 2018 Financial and Operating Results - Presented new eptinezumab Phase 3 clinical trial data in episodic and chronic migraine demonstrating robust efficacy that is sustained and further improved after repeat quarterly treatments - - Biologics License Application (BLA) submission on track for Q1 2019 - - Conference call today at 5 p.m. E

August 7, 2018 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 7, 2018 Alder BioPharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36431 90-0134860 (State or other jurisdiction of incorporation) (Comm

August 7, 2018 EX-10.2

Form of Amendment to Stock Option Grant Notice and Option Agreement for the 2014 Equity Incentive Plan.

Exhibit 10.2 AMENDMENT TO Stock Option Grant Notice and Option Agreement 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

August 7, 2018 EX-10.6

2018 Inducement Award Plan.

Exhibit 10.6 Alder BioPharmaceuticals, Inc. 2018 Inducement Award Plan Adopted by the Compensation Committee: June 11, 2018 1.General. (a) Eligible Award Recipients. Awards may only be granted to Employees who satisfy the standards for inducement grants under Rule 5635(c)(4) of the Nasdaq Listing Rules. A person who previously served as an Employee or Director will not be eligible to receive Award

August 7, 2018 EX-10.1

Offer Letter between Alder BioPharmaceuticals, Inc. and Robert W. Azelby dated June 4, 2018.

EX-10.1 2 aldr-ex101232.htm EX-10.1 Exhibit 10.1 June 4, 2018 Robert W. Azelby Dear Bob: On behalf of Alder BioPharmaceuticals, Inc. (“Alder” or the “Company”), we are pleased to offer you the position of President and Chief Executive Officer (“CEO”), working generally in the Bothell, Washington office and reporting to the Company’s Board of Directors (the “Board”). Your anticipated employment sta

August 7, 2018 EX-10.8

Form of Stock Option Grant Notice and Option Agreement (Performance-Based Vesting) for the 2018 Inducement Award Plan.

Exhibit 10.8 Alder BioPharmaceuticals, Inc. Stock Option Grant Notice (2018 Inducement Award Plan) Alder BioPharmaceuticals, Inc. (the “Company”), pursuant to its 2018 Inducement Award Plan (the “Plan”), hereby grants to Optionholder an option to purchase the number of shares of the Company’s Common Stock as further described on the Company’s Morgan Stanley website, Corporate Benefit Access (colle

August 7, 2018 EX-10.4

Form of Restricted Stock Unit Award Grant Notice and Option Agreement (Time-Based Vesting) for the 2014 Equity Incentive Plan.

EX-10.4 5 aldr-ex104237.htm EX-10.4 Exhibit 10.4 Alder BioPharmaceuticals, Inc. 2014 Equity Incentive Plan Restricted Stock Unit Award Grant Notice Alder BioPharmaceuticals, Inc. (the “Company”) hereby grants to Participant a Restricted Stock Unit Award (the “Award”) under the Alder BioPharmaceuticals, Inc. 2014 Equity Incentive Plan (the “Plan”) for the number of restricted stock units (the “RSUs

August 7, 2018 EX-10.5

Form of Restricted Stock Unit Award Grant Notice and Option Agreement (Performance-Based Vesting) for the 2014 Equity Incentive Plan.

Exhibit 10.5 Alder BioPharmaceuticals, Inc. 2014 Equity Incentive Plan Restricted Stock Unit Award Grant Notice Alder BioPharmaceuticals, Inc. (the “Company”) hereby grants to Participant a Restricted Stock Unit Award (the “Award”) under the Alder BioPharmaceuticals, Inc. 2014 Equity Incentive Plan (the “Plan”) for the number of restricted stock units (the “RSUs”) set forth below on the line for t

August 7, 2018 EX-10.3

Form of Stock Option Grant Notice and Option Agreement for the 2014 Equity Incentive Plan (For awards after June 14, 2018).

Exhibit 10.3 Alder BioPharmaceuticals, Inc. Stock Option Grant Notice (2014 Equity Incentive Plan) Alder BioPharmaceuticals, Inc. (the “Company”), pursuant to its 2014 Equity Incentive Plan (the “Plan”), hereby grants to Optionholder an option to purchase the number of shares of the Company’s Common Stock as further described on the Company’s Morgan Stanley website, Corporate Benefit Access (colle

August 7, 2018 EX-10.7

Form of Stock Option Grant Notice and Option Agreement (Time-Based Vesting) for the 2018 Inducement Award Plan.

Exhibit 10.7 Alder BioPharmaceuticals, Inc. Stock Option Grant Notice (2018 Inducement Award Plan) Alder BioPharmaceuticals, Inc. (the “Company”), pursuant to its 2018 Inducement Award Plan (the “Plan”), hereby grants to Optionholder an option to purchase the number of shares of the Company’s Common Stock as further described on the Company’s Morgan Stanley website, Corporate Benefit Access (colle

August 7, 2018 10-Q

ALDR / Alder BioPharmaceuticals, Inc. ALDR-Q2-20180630 (Quarterly Report)

10-Q 1 aldr-10q20180630.htm ALDR-Q2-20180630 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2018 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission F

July 23, 2018 8-K

Other Events

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 23, 2018 Alder BioPharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36431 90-0134860 (State or other jurisdiction of incorporatio

June 11, 2018 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 4, 2018 Alder BioPharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36431 90-0134860 (State or other jurisdiction of incorporation) (Co

May 25, 2018 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Submission of Matters to a Vote of Security Holders

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 23, 2018 Alder BioPharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36431 90-0134860 (State or other jurisdiction of incorporation

May 8, 2018 EX-99.1

Alder BioPharmaceuticals® Reports First Quarter 2018 Financial and Operating Results - 12-Month Data Presented at American Academy of Neurology (AAN) Annual Meeting Demonstrated Eptinezumab Further Reduced Migraine Risk Following Third and Fourth Qua

Exhibit 99.1 Alder BioPharmaceuticals® Reports First Quarter 2018 Financial and Operating Results - 12-Month Data Presented at American Academy of Neurology (AAN) Annual Meeting Demonstrated Eptinezumab Further Reduced Migraine Risk Following Third and Fourth Quarterly Infusions - - Biologics License Application (BLA) Submission Expected in Q1 2019 - - Key Clinical Data Milestones, CMC Studies and

May 8, 2018 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 aldr-8k20180508.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 8, 2018 Alder BioPharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36431 90-0134860 (State or other jurisdict

May 8, 2018 EX-10.3

Separation and Consulting Agreement between the Company and Randall C. Schatzman dated March 26, 2018.

EX-10.3 3 aldr-ex103268.htm EX-10.3 Exhibit 10.3 March 26, 2018 Randall C. Schatzman, Ph.D. 5733 - 238th Place NE Redmond, WA 98053 Re:Separation and Consulting Agreement Dear Randy: This letter sets forth the terms of the separation and consulting agreement (the “Agreement”) which Alder BioPharmaceuticals, Inc. (the “Company”) is offering to you to aid in your employment transition. 1.Separation.

May 8, 2018 EX-10.2

Settlement and License Agreement by and between the Company, AlderBio Holdings, LLC and Teva Pharmaceuticals International GmbH, dated January 5, 2018.

EX-10.2 2 aldr-ex102267.htm EX-10.2 [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. Exhibit 10.2 Execution Copy SETTLEMENT AND LICENSE AGREEMENT This SETTLEMENT AND LICENSE AGREEMENT (this “Agreement”) is hereby entered into and ma

May 8, 2018 EX-10.5

Offer Letter between Alder BioPharmaceuticals, Inc. and Erin Lavelle dated March 17, 2018.

EX-10.5 5 aldr-ex105265.htm EX-10.5 Exhibit 10.5 March 17, 2018 Erin Lavelle 129 Repulse Bay Road Hong Kong Dear Erin: On behalf of Alder BioPharmaceuticals, Inc. (“Alder” or the “Company”), we are pleased to offer you the position of Chief Operating Officer, reporting to me. The terms under which we offer you this position, in their entirety, are as follows: • Compensation Your starting rate of p

May 8, 2018 EX-10.4

Offer Letter between Alder BioPharmaceuticals, Inc. and Paul B. Cleveland dated March 18, 2018.

EX-10.4 4 aldr-ex104266.htm EX-10.4 Exhibit 10.4 March 18, 2018 Paul B. Cleveland 682 Hoska Drive Del Mar, CA 92014-2839 Dear Paul: On behalf of Alder BioPharmaceuticals, Inc. (“Alder” or the “Company”), we are pleased to offer you the position of Interim President and Chief Executive Officer (“CEO”), reporting to the Company’s Board of Directors (the “Board”). The terms under which we offer you t

May 8, 2018 10-Q

ALDR / Alder BioPharmaceuticals, Inc. 10-Q (Quarterly Report)

10-Q 1 aldr-10q20180331.htm 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2018 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number:

May 4, 2018 EX-99.1

Joint Filing Agreement

EX-99.1 2 tv493010ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Joint Filing Agreement The undersigned hereby agree that the foregoing Statement on Schedule 13G with respect to the shares of Common Stock of Alder BioPharmaceuticals, Inc., and any further amendments thereto executed by each and any of the undersigned, shall be filed on behalf of each of the undersigned pursuant to and in accordance with the

May 4, 2018 SC 13G

ALDR / Alder BioPharmaceuticals, Inc. / NB Public Equity K/S - SCHEDULE 13G Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1034 (Amendment No.

April 30, 2018 DEF 14A

ALDR / Alder BioPharmaceuticals, Inc. DEFINITIVE PROXY STATEMENT

Definitive Proxy Statement Table of Contents SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.

April 26, 2018 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 25, 2018 Alder BioPharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36431 90-0134860 (State or other jurisdiction of incorporati

April 26, 2018 SC 13D/A

ALDR / Alder BioPharmaceuticals, Inc. / Redmile Group, LLC - SC 13D/A Activist Investment

SC 13D/A 1 aldr13da1.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* Alder BioPharmaceuticals, Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 014339105 (CUSIP Number) Redmile Group, LLC Jeremy C. Green One Letterman Drive, Bldg D, Ste D3-300

April 16, 2018 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 16, 2018 Alder BioPharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36431 90-0134860 (State or other jurisdiction of incorporation) (

March 23, 2018 SC 13D

Joint Filing Agreement, dated as of March 23, 2018, between Redmile Group, LLC and Jeremy C. Green.

UNITED STATES SECURITIES & EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Alder Biopharmaceuticals, Inc. (Name of Issuer) Common Stock, $0.001 par value per share (Title of Class of Securities) 014339105 (CUSIP Number) Redmile Group, LLC Jeremy C. Green One Letterman Drive, Bldg D, Ste D3-300 San Francisco, CA 94129 Attention: Le

March 20, 2018 8-K

ALDR / Alder BioPharmaceuticals, Inc. 8-K (Current Report)

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 15, 2018 Alder BioPharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36431 90-0134860 (State or other jurisdiction of incorporation) (

February 26, 2018 S-8

Registration No. 333-223239,

S-8 As filed with the U.S. Securities and Exchange Commission on February 26, 2018 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Alder BioPharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware 90-0134860 (State or other jurisdiction of incorporation or org

February 26, 2018 EX-99.1

Alder BioPharmaceuticals Reports Fourth Quarter and Full Year 2017 Financial and Operating Results

aldr-ex9916.htm Exhibit 99.1 Alder BioPharmaceuticals Reports Fourth Quarter and Full Year 2017 Financial and Operating Results ? Strong cash position to support eptinezumab development through approval and commercial launch ? ? Recently reported pivotal PROMISE 2 top-line data in chronic migraine demonstrates eptinezumab significantly reduced migraine risk in patients, met all primary and key sec

February 26, 2018 EX-10.26

Separation and Consulting Agreement between Alder BioPharmaceuticals, Inc. and Timothy M. Whitaker, M.D., dated June 3, 2016.

Exhibit 10.26 November 1, 2017 Timothy M. Whitaker, M.D. Re:Separation and Consulting Agreement Dear Tim: This letter sets forth the terms of the separation and consulting agreement (the “Agreement”) which Alder BioPharmaceuticals, Inc. (the “Company”) is offering to you to aid in your employment transition. 1.Separation. Your employment will continue until December 31, 2017 (the “Separation Date”

February 26, 2018 10-K

ALDR / Alder BioPharmaceuticals, Inc. ALDR-10-K-20171231 (Annual Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2017 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-36431 Alder BioPharma

February 26, 2018 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 aldr-8k20180226.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 26, 2018 Alder BioPharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36431 90-0134860 (State or other jur

February 26, 2018 EX-10.27

Amendment to Offer Letter between Alder BioPharmaceuticals, Inc., and Elisabeth A. Sandoval, dated January 2, 2018.

Exhibit 10.27 January 2, 2018 Elisabeth A. Sandoval Re: Promotion and Amendment to Offer of Employment At Alder BioPharmaceuticals, Inc. (the “Company” or “Alder”) dated July 26, 2016 Dear Elisabeth: Promotion In recognition of your important contributions to Alder’s business, we are promoting you to Chief Commercial Officer and Executive Vice President of Corporate Strategy, effective on January

February 26, 2018 EX-21.1

List of subsidiaries of the Registrant.

Exhibit 21.1 List of Subsidiaries of Alder BioPharmaceuticals, Inc. Subsidiaries Incorporation Alder BioPharmaceuticals Pty. Ltd. Australia AlderBio Holdings LLC Nevada Alder BioPharmaceuticals Limited Ireland

February 23, 2018 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 17, 2018 Alder BioPharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36431 90-0134860 (State or other jurisdiction of incorpor

February 14, 2018 SC 13G/A

ALDR / Alder BioPharmaceuticals, Inc. / Redmile Group, LLC Passive Investment

aldr13g.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Alder Biopharmaceuticals Inc. (Name of Issuer) Common Stock, $0.001 par value per share (Title of Class of Securities) 014339105 (CUSIP Number) December 31, 2017 (Date of Event Which Requires Filing of this Statement) ý Rule 13d-1(b) ¨ Rule 13

February 14, 2018 SC 13G/A

ALDR / Alder BioPharmaceuticals, Inc. / Partner Fund Management, L.P. - SCHEDULE 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) Information Statement Pursuant to Rules 13d-1 and 13d-2 Under the Securities Exchange Act of 1934 (Amendment No. 2 )* Alder BioPharmaceuticals, Inc. (Name of Issuer) Common stock, par value $0.0001 per share (Title of Class of Securities) 014339105 (CUSIP Number) December 31, 2017 Date of Event Whic

February 13, 2018 8-K

ALDR / Alder BioPharmaceuticals, Inc. 8-K (Current Report)

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 13, 2018 Alder BioPharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36431 90-0134860 (State or other jurisdiction of incorporation

February 13, 2018 SC 13G/A

ALDR / Alder BioPharmaceuticals, Inc. / Foresite Capital Fund II, L.P. - SC 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b) (Amendment No. 2)* Alder BioPharmaceuticals, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 014339105 (CUSIP Number) December 31, 2017 (Date of Event Which

February 13, 2018 SC 13G/A

ALDR / Alder BioPharmaceuticals, Inc. / DELPHI VENTURES VII L P - SC 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b) (Amendment No. 1)* Alder BioPharmaceuticals, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 014339105 (CUSIP Number) December 31, 2017 (Date of Event Which Requires Filing

February 12, 2018 SC 13G/A

ALDR / Alder BioPharmaceuticals, Inc. / VANGUARD GROUP INC Passive Investment

alderbiopharmaceuticalsinc.htm - Generated by SEC Publisher for SEC Filing SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 1 )* Name of issuer: Alder Biopharmaceuticals Inc Title of Class of Securities: Common Stock CUSIP Number: 014339105 Date of Event Which Requires Filing of this Statement: December 31, 2017 Check

February 9, 2018 8-K

Financial Statements and Exhibits, Other Events

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 9, 2018 Alder BioPharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36431 90-0134860 (State or other jurisdiction of incorpora

February 9, 2018 EX-99.1

RISK FACTORS

EX-99.1 3 d479245dex991.htm EX-99.1 Exhibit 99.1 RISK FACTORS Investing in our common stock involves high degrees of significant risk. You should carefully consider the following risks, as well as other information contained in our filings with the Securities and Exchange Commission, including our financial statements and related notes. If any of these risks actually materializes, our operating re

February 9, 2018 424B7

CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to be Registered Amount to be Registered Proposed Maximum Offering Price Per Unit(1) Proposed Maximum Aggregate Offering Price(1) Amount of Registration Fee(2) Common Stock, par value

Prospectus Supplement Table of Contents Filed pursuant to Rule 424(b)(7) Registration No.

February 8, 2018 SC 13G/A

ALDR / Alder BioPharmaceuticals, Inc. / Wellington Management Group LLP - SEC SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1 )* ALDER BIOPHARMACEUTICALS INC (Name of Issuer) Common Stock (Title of Class of Securities) 014339105 (CUSIP Number) December 29, 2017 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to whic

February 1, 2018 EX-1.1

Underwriting Agreement, dated January 29, 2018.

EX-1.1 2 d520136dex11.htm EX-1.1 Exhibit 1.1 ALDER BIOPHARMACEUTICALS, INC. 2.50% Convertible Notes due 2025 Underwriting Agreement January 29, 2018 Goldman Sachs & Co. LLC Leerink Partners LLC Wells Fargo Securities, LLC As Representatives of the several Underwriters listed in Schedule 1 hereto c/o Goldman Sachs & Co. LLC 200 West Street, New York, New York 10282-2198 c/o Leerink Partners LLC 201

February 1, 2018 EX-4.1

Base Indenture, dated February 1, 2018, between the Company and U.S. Bank National Association, as Trustee.

EX-4.1 EXHIBIT 4.1 ALDER BIOPHARMACEUTICALS, INC., Issuer AND U.S. BANK NATIONAL ASSOCIATION, Trustee INDENTURE Dated as of February 1, 2018 Debt Securities TABLE OF CONTENTS PAGE ARTICLE 1 DEFINITIONS 1 Section 1.01 Definitions of Terms 1 ARTICLE 2 ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES 5 Section 2.01 Designation and Terms of Securities 5 Section 2.02 Form o

February 1, 2018 EX-4.2

First Supplemental Indenture, dated February 1, 2018, between the Company and U.S. Bank National Association, as Trustee (including the form of 2.50% convertible senior notes due 2025).

EX-4.2 EXHIBIT 4.2 ALDER BIOPHARMACEUTICALS, INC. FIRST SUPPLEMENTAL INDENTURE Dated as of February 1, 2018 to INDENTURE Dated as of February 1, 2018 2.50% Convertible Senior Notes due 2025 U.S. BANK NATIONAL ASSOCIATION Trustee TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS AND INCORPORATION BY REFERENCE 2 Section 1.01 Scope 2 Section 1.02 Definitions 2 Section 1.03 References to Interest 12 Sectio

February 1, 2018 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 29, 2018 Alder BioPharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36431 90-0134860 (State or other jurisdiction of incorporation)

February 1, 2018 EX-12.1

Statement Regarding Computation of Ratio of Earnings to Fixed Charges and Ratio of Earnings to Combined Fixed Charges and Preferred Stock Dividends

EX-12.1 Exhibit 12.1 STATEMENT REGARDING COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES AND RATIO OF EARNINGS TO COMBINED FIXED CHARGES AND PREFERRED STOCK DIVIDENDS (in thousands, except ratios) The following table sets forth our ratio of earnings to fixed charges and our ratio of earnings to combined fixed charges and preferred stock dividends for the years ended December 31, 2012, 2013, 2014

January 30, 2018 424B5

CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to be Registered Amount to be Registered(1) Proposed Maximum Aggregate Offering Price Amount of Registration Fee(2) 2.50% Convertible Senior Notes due 2025 $287,500,000 $287,500,000 $3

424B5 Table of Contents Filed Pursuant to Rule 424(b)(5) Registration Number 333-216199 CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to be Registered Amount to be Registered(1) Proposed Maximum Aggregate Offering Price Amount of Registration Fee(2) 2.

January 30, 2018 FWP

Alder BioPharmaceuticals, Inc. 2.50% Convertible Senior Notes due 2025

FWP Issuer Free Writing Prospectus Pricing Term Sheet Filed Pursuant to Rule 433 Dated January 29, 2018 Registration Statement No.

January 29, 2018 424B5

Subject to completion, dated January 29, 2018

424B5 Table of Contents Filed Pursuant to Rule 424(b)(5) Registration Number 333-216199 The information in this preliminary prospectus supplement and the accompanying prospectus is not complete and may be changed.

January 19, 2018 EX-4.1

Registration Rights Agreement by and between Alder BioPharmaceuticals, Inc. and the buyers listed on the Schedule of Buyers thereto, dated January 12, 2018.

EX-4.1 Exhibit 4.1 REGISTRATION RIGHTS AGREEMENT 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?). Capita

January 19, 2018 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 12, 2018 Alder BioPharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36431 90-0134860 (State or other jurisdiction of incorporation) (Co

January 19, 2018 EX-3.1

Certificate of Designation of Preferences, Rights and Limitations of Class A-1 Convertible Preferred Stock of Alder BioPharmaceuticals, dated January 12, 2018.

EX-3.1 Exhibit 3.1 ALDER BIOPHARMACEUTICALS, INC. CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF CLASS A-1 CONVERTIBLE PREFERRED STOCK PURSUANT TO SECTION 151 OF THE DELAWARE GENERAL CORPORATION LAW ALDER BIOPHARMACEUTICALS, INC., a Delaware corporation (the ?Corporation?), in accordance with the provisions of Section 103 of the Delaware General Corporation Law (the ?DGCL?) d

January 11, 2018 EX-99.1

Alder Announces $250 Million Committed Equity Financing

EX-99.1 Exhibit 99.1 Alder Announces $250 Million Committed Equity Financing BOTHELL, Wash., Jan. 08, 2018 ? Alder BioPharmaceuticals, Inc. (NASDAQ:ALDR), a biopharmaceutical company focused on developing novel therapeutic antibodies for the treatment of migraine, today announced that it has entered into a definitive preferred stock purchase agreement with certain institutional and other accredite

January 11, 2018 8-K

ALDR / Alder BioPharmaceuticals, Inc. FORM 8-K (Current Report)

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 5, 2018 Alder BioPharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36431 90-0134860 (State or other jurisdiction of incorporat

January 11, 2018 EX-10.1

Preferred Stock Purchase Agreement by and among Alder BioPharmaceuticals, Inc. and the Buyers set forth therein dated January 7, 2018

EX-10.1 Exhibit 10.1 PREFERRED STOCK PURCHASE AGREEMENT PREFERRED STOCK PURCHASE AGREEMENT (the ?Agreement?), dated as of January 7, 2018 by and between Alder BioPharmaceuticals, Inc., a Delaware corporation (the ?Company?), and the buyers listed on the Schedule of Buyers attached hereto as Exhibit A (individually, together with its permitted designees and assigns, the ?Buyer? and collectively, th

January 8, 2018 8-K

ALDR / Alder BioPharmaceuticals, Inc. FORM 8-K (Current Report)

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 2, 2018 Alder BioPharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36431 90-0134860 (State or other jurisdiction of incorporat

November 7, 2017 EX-99.1

Alder BioPharmaceuticals® Announces Third Quarter 2017 Financial and Operating Results – PROMISE 2 pivotal trial completed enrollment and top-line data on track for 1H18 – – Eptinezumab Biologics License Application (BLA) submission on track for 2H18

aldr-ex9916.htm Exhibit 99.1 Alder BioPharmaceuticals® Announces Third Quarter 2017 Financial and Operating Results – PROMISE 2 pivotal trial completed enrollment and top-line data on track for 1H18 – – Eptinezumab Biologics License Application (BLA) submission on track for 2H18 – – Conference call scheduled for 5 p.m. ET today – BOTHELL, Wash., Nov. 7, 2017 – Alder BioPharmaceuticals, Inc. (NASDA

November 7, 2017 8-K

ALDR / Alder BioPharmaceuticals, Inc. 8-K (Current Report)

aldr-8k_20171107.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 7, 2017 Alder BioPharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36431 90-0134860 (State or other jurisdiction

November 7, 2017 8-K

ALDR / Alder BioPharmaceuticals, Inc. 8-K (Current Report)

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 2, 2017 Alder BioPharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36431 90-0134860 (State or other jurisdiction of incorporation)

November 7, 2017 10-Q

cc UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

cc UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2017 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-36431 Alder BioPharmaceuticals, Inc.

September 14, 2017 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 14, 2017 Alder BioPharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36431 90-0134860 (State or other jurisdiction of incorporatio

September 14, 2017 EX-99.1

ALDER?S NOTES FROM THE ROAD September 14, 2017 A RECAP FROM IHC

EX-99.1 Exhibit 99.1 ALDER?S NOTES FROM THE ROAD September 14, 2017 A RECAP FROM IHC Dear Recipient, We are just finishing up in Vancouver and are writing to share some of the positive news and feedback from the 18th Congress of the International Headache Society (?IHC?). As you may know, IHC is an international organization that brings together colleagues, industry partners and international scie

August 8, 2017 EX-99.1

Alder BioPharmaceuticals® Announces Second Quarter 2017 Financial and Operating Results – Positive top-line PROMISE 1 study results further support eptinezumab’s unique clinical profile – – $161.5 million from recent public offering expected to enabl

aldr-ex9918.htm Exhibit 99.1 Alder BioPharmaceuticals? Announces Second Quarter 2017 Financial and Operating Results ? Positive top-line PROMISE 1 study results further support eptinezumab?s unique clinical profile ? ? $161.5 million from recent public offering expected to enable continued advancement of eptinezumab through pivotal studies, a planned Biologics License Application and achievement o

August 8, 2017 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 aldr-8k20170808.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 8, 2017 Alder BioPharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36431 90-0134860 (State or other jurisd

August 8, 2017 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2017 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-36431 Alder BioPharmaceuticals, Inc.

July 14, 2017 EX-1.1

Underwriting Agreement, dated July 12, 2017

EX-1.1 2 d424171dex11.htm EX-1.1 EXHIBIT 1.1 ALDER BIOPHARMACEUTICALS, INC. 15,000,000 Shares of Common Stock Underwriting Agreement July 12, 2017 Leerink Partners LLC Wells Fargo Securities, LLC, As Representatives of the several Underwriters listed in Schedule 1 hereto c/o Leerink Partners LLC 201 Spear Street, Suite 1620, San Francisco, California 94105-1699 c/o Wells Fargo Securities, LLC 375

July 14, 2017 8-K

Alder BioPharmaceuticals FORM 8-K (Current Report/Significant Event)

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 12, 2017 Alder BioPharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36431 90-0134860 (State or other jurisdiction of incorporatio

July 13, 2017 424B5

CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to be Registered Amount to be Registered(1) Proposed Maximum Offering Price Per Share Proposed Maximum Aggregate Offering Price Amount of Registration Fee(2) Common Stock, par value $0

Form 424B5 Table of Contents Filed Pursuant to Rule 424(b)(5) Registration Number 333-216199 CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to be Registered Amount to be Registered(1) Proposed Maximum Offering Price Per Share Proposed Maximum Aggregate Offering Price Amount of Registration Fee(2) Common Stock, par value $0.

July 11, 2017 424B5

SUBJECT TO COMPLETION, DATED JULY 11, 2017

424B5 1 d412707d424b5.htm FORM 424B5 Table of Contents Filed Pursuant to Rule 424(b)(5) Registration Number 333-216199 The information in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell these securities, and we are not soliciting an offer to buy these securities in any jurisdi

June 30, 2017 8-K

Other Events

FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 27, 2017 Alder BioPharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36431 90-0134860 (State or other jurisdiction of incorporatio

June 13, 2017 8-K

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 12, 2017 Alder BioPharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36431 90-0134860 (State or other jurisdiction of incorporation) (Commi

May 26, 2017 8-K

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 24, 2017 Alder BioPharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36431 90-0134860 (State or other jurisdiction of incorporation) (Commis

April 28, 2017 DEF 14A

Alder BioPharmaceuticals DEF 14A

DEF 14A Table of Contents SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.

April 27, 2017 8-K

Alder BioPharmaceuticals FORM 8-K (Current Report/Significant Event)

aldr-8k20170427.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 27, 2017 Alder BioPharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36431 90-0134860 (State or other jurisdiction of

April 27, 2017 EX-99.1

Alder BioPharmaceuticals® Announces First Quarter 2017 Financial and Operating Results – Top-line data from pivotal PROMISE 1 study of eptinezumab for migraine prevention on track to be announced 2Q 2017 – – Conference call set for 5 p.m. EDT today –

aldr-ex9916.htm Exhibit 99.1 Alder BioPharmaceuticals? Announces First Quarter 2017 Financial and Operating Results ? Top-line data from pivotal PROMISE 1 study of eptinezumab for migraine prevention on track to be announced 2Q 2017 ? ? Conference call set for 5 p.m. EDT today ? BOTHELL, Wash., Apr. 27, 2017 ? Alder BioPharmaceuticals, Inc. (NASDAQ: ALDR), a clinical-stage biopharmaceutical compan

April 27, 2017 10-Q

Alder BioPharmaceuticals 10-Q (Quarterly Report)

aldr-10q20170331.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2017 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-36431 A

April 4, 2017 EX-99.1

Alder BioPharmaceuticals Appoints Wendy L. Yarno to its Board of Directors Former Merck Chief Marketing Officer, Experienced Director of Biopharma Companies Joins Alder Board as Company Moves Closer to First BLA Submission and Planned Commercializati

EX-99.1 EXHIBIT 99.1 Alder BioPharmaceuticals Appoints Wendy L. Yarno to its Board of Directors Former Merck Chief Marketing Officer, Experienced Director of Biopharma Companies Joins Alder Board as Company Moves Closer to First BLA Submission and Planned Commercialization BOTHELL, Wash., April 4, 2017 ? Alder BioPharmaceuticals, Inc. (NASDAQ: ALDR), a clinical-stage biopharmaceutical company deve

April 4, 2017 8-K

Alder BioPharmaceuticals 8-K (Current Report/Significant Event)

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 31, 2017 Alder BioPharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36431 90-0134860 (State or other jurisdiction of incorporation) (

February 23, 2017 EX-4.10

ALDER BIOPHARMACEUTICALS, INC. , AS WARRANT AGENT FORM OF DEBT SECURITIES WARRANT AGREEMENT DATED AS OF ALDER BIOPHARMACEUTICALS, INC. FORM OF DEBT SECURITIES WARRANT AGREEMENT

EX-4.10 Exhibit 4.10 ALDER BIOPHARMACEUTICALS, INC. AND , AS WARRANT AGENT FORM OF DEBT SECURITIES WARRANT AGREEMENT DATED AS OF ALDER BIOPHARMACEUTICALS, INC. FORM OF DEBT SECURITIES WARRANT AGREEMENT THIS DEBT SECURITIES WARRANT AGREEMENT (this ?Agreement?), dated as of [?], between ALDER BIOPHARMACEUTICALS, INC., a Delaware corporation (the ?Company?), and [?], a [corporation] [national banking

February 23, 2017 EX-4.8

ALDER BIOPHARMACEUTICALS, INC. , AS WARRANT AGENT FORM OF COMMON STOCK WARRANT AGREEMENT DATED AS OF ALDER BIOPHARMACEUTICALS, INC. FORM OF COMMON STOCK WARRANT AGREEMENT

EX-4.8 Exhibit 4.8 ALDER BIOPHARMACEUTICALS, INC. AND , AS WARRANT AGENT FORM OF COMMON STOCK WARRANT AGREEMENT DATED AS OF ALDER BIOPHARMACEUTICALS, INC. FORM OF COMMON STOCK WARRANT AGREEMENT THIS COMMON STOCK WARRANT AGREEMENT (this ?Agreement?), dated as of [?], between ALDER BIOPHARMACEUTICALS, INC., a Delaware corporation (the ?Company?), and [?], a [corporation] [national banking associatio

February 23, 2017 EX-12.1

STATEMENT REGARDING COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES AND RATIO OF EARNINGS TO COMBINED FIXED CHARGES AND PREFERRED STOCK DIVIDENDS (in thousands, except ratios)

EX-12.1 Exhibit 12.1 STATEMENT REGARDING COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES AND RATIO OF EARNINGS TO COMBINED FIXED CHARGES AND PREFERRED STOCK DIVIDENDS (in thousands, except ratios) The following table sets forth our ratio of earnings to fixed charges and our ratio of earnings to combined fixed charges and preferred stock dividends for the years ended December 31, 2012, 2013, 2014

February 23, 2017 S-3ASR

Alder BioPharmaceuticals S-3ASR

S-3ASR Table of Contents As filed with the U.S. Securities and Exchange Commission on February 23, 2017 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ALDER BIOPHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 90-0134860 (State or other jurisdiction of

February 23, 2017 EX-4.6

ALDER BIOPHARMACEUTICALS, INC., Dated as of [●] Debt Securities TABLE OF CONTENTS PAGE ARTICLE 1 DEFINITIONS 1 Section 1.01 Definitions of Terms 1 ARTICLE 2 ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES 5 Section 2.01

EX-4.6 Exhibit 4.6 ALDER BIOPHARMACEUTICALS, INC., Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of [?] Debt Securities TABLE OF CONTENTS PAGE ARTICLE 1 DEFINITIONS 1 Section 1.01 Definitions of Terms 1 ARTICLE 2 ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES 5 Section 2.01 Designation and Terms of Securities 5 Section 2.02 Form of Securities and Trustee?s Certifi

February 23, 2017 EX-4.9

ALDER BIOPHARMACEUTICALS, INC. , AS WARRANT AGENT FORM OF PREFERRED STOCK WARRANT AGREEMENT DATED AS OF ALDER BIOPHARMACEUTICALS, INC. FORM OF PREFERRED STOCK WARRANT AGREEMENT

EX-4.9 Exhibit 4.9 ALDER BIOPHARMACEUTICALS, INC. AND , AS WARRANT AGENT FORM OF PREFERRED STOCK WARRANT AGREEMENT DATED AS OF ALDER BIOPHARMACEUTICALS, INC. FORM OF PREFERRED STOCK WARRANT AGREEMENT THIS PREFERRED STOCK WARRANT AGREEMENT (this ?Agreement?), dated as of [?], between ALDER BIOPHARMACEUTICALS, INC., a Delaware corporation (the ?Company?), and [?], a [corporation] [national banking a

February 23, 2017 S-8

Registration No. 333-216198,

S-8 As filed with the U.S. Securities and Exchange Commission on February 23, 2017 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Alder BioPharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware 90-0134860 (State or other jurisdiction of incorporation or org

February 23, 2017 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 23, 2017 Alder BioPharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36431 90-0134860 (State or other jurisdiction of incorporation) (C

February 23, 2017 EX-99.1

Alder BioPharmaceuticals Announces Fourth Quarter and Full Year 2016 Financial and Operating Results 2016 Clinical Data Support Eptinezumab’s Potential to Deliver a Unique Combination of Speed to Clinical Benefit and Effectiveness that Persists for a

aldr-ex9916.htm Exhibit 99.1 Alder BioPharmaceuticals Announces Fourth Quarter and Full Year 2016 Financial and Operating Results 2016 Clinical Data Support Eptinezumab?s Potential to Deliver a Unique Combination of Speed to Clinical Benefit and Effectiveness that Persists for at Least Three Months After a Single Administration Top-Line Data from First Pivotal Phase 3 Study, PROMISE 1, On Track fo

February 23, 2017 10-K

Alder BioPharmaceuticals ALDR-10K-20161231 (Annual Report)

aldr-10k20161231.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2016 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-

February 23, 2017 EX-10.7

Amended and Restated Executive Severance Benefit Plan.

Exhibit 10.7 Alder BioPharmaceuticals, Inc. Executive Severance Benefit Plan 1.Introduction. This Alder BioPharmaceuticals, Inc. Executive Severance Benefit Plan (the “Plan”) amends and restates the Alder BioPharmaceuticals, Inc. Executive Change in Control Severance Benefit Plan established effective June 13, 2012 and the Executive Severance Benefit Plan effective May 7, 2014. The Plan is hereby

February 23, 2017 EX-10.24

Offer Letter by and between Alder BioPharmaceuticals, Inc. and Timothy M. Whitaker, M.D., dated as of June 3, 2016.

Exhibit 10.24 June 3, 2016 Timothy Whitaker, M.D. Dear Tim: On behalf of Alder Biopharmaceuticals, we are pleased to offer you the position of Chief Medical Officer, reporting to me. The terms under which we offer you this position, in their entirety, are as follows. • Compensation Your starting rate of pay will be $450,000 annually. You will also be eligible for a 40% target bonus, starting with

February 23, 2017 EX-10.25

Offer Letter by and between Alder BioPharmaceuticals, Inc. and Elisabeth A. Sandoval, dated as of July 26, 2016.

Exhibit 10.25 July 26, 2016 Elisabeth Sandoval Dear Elisabeth: On behalf of Alder Biopharmaceuticals, we are pleased to offer you the position of Chief Commercial Officer, reporting to me. The terms under which we offer you this position, in their entirety, are as follows. • Compensation Your starting rate of pay will be $380,000 annually. You will also be eligible for a 35% target bonus, starting

February 14, 2017 SC 13G/A

Alder BioPharmaceuticals SC 13G/A (Passive Acquisition of More Than 5% of Shares)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) Information Statement Pursuant to Rules 13d-1 and 13d-2 Under the Securities Exchange Act of 1934 (Amendment No. 1 )* Alder BioPharmaceuticals, Inc. (Name of Issuer) Common stock, par value $0.0001 per share (Title of Class of Securities) 014339105 (CUSIP Number) December 31, 2016 Date of Event Whic

February 14, 2017 SC 13G/A

ALDR / Alder BioPharmaceuticals, Inc. / Foresite Capital Fund III, L.P. - SCHEDULE 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b) (Amendment No. 1)* Alder BioPharmaceuticals, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 014339105 (CUSIP Number) December 31, 2016 (Date of Event Which

February 9, 2017 SC 13G

Alder BioPharmaceuticals 3G (Passive Acquisition of More Than 5% of Shares)

alderbiopharmaceuticalsinc.htm - Generated by SEC Publisher for SEC Filing SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 0 )* Name of issuer: Alder Biopharmaceuticals Inc Title of Class of Securities: Common Stock CUSIP Number: 014339105 Date of Event Which Requires Filing of this Statement: December 31, 2016 Check

February 9, 2017 SC 13G

ALDR / Alder BioPharmaceuticals, Inc. / Wellington Management Group LLP - SEC SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* ALDER BIOPHARMACEUTICALS INC (Name of Issuer) Common Stock (Title of Class of Securities) 014339105 (CUSIP Number) December 30, 2016 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which

January 31, 2017 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 27, 2017 Alder BioPharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36431 90-0134860 (State or other jurisdiction of incorporation) (Co

November 21, 2016 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 18, 2016 Alder BioPharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36431 90-0134860 (State or other jurisdiction of incorporation

November 21, 2016 EX-10.1

Fifth Amendment to Lease by and between KBS North Creek LLC, as successor-in-interest to RREEF American REIT II Corp. KK, and Alder Biopharmaceuticals, Inc. dated as of November 18, 2016.

EX-10.1 Exhibit 10.1 FIFTH AMENDMENT TO LEASE This Fifth Amendment to Lease (this ?Fifth 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, a Maryland corporation (?Original Landlord?), and ALDER BIOPHARMACEUTICALS, INC., a Delaware corporation (?Tenant?), and shall

November 4, 2016 SC 13G

ALDR / Alder BioPharmaceuticals, Inc. / Foresite Capital Fund III, L.P. - SC 13G Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b) (Amendment No. )* Alder BioPharmaceuticals, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 014339105 (CUSIP Number) October 27, 2016 (Date of Event Which Re

October 27, 2016 EX-99.1

Alder BioPharmaceuticals Announces Third Quarter 2016 Financial and Operating Results Company Finalizes ALD403 Pivotal Program Design and Confirms Planned Initiation of PROMISE 2 Phase 3 Study in 2016 Top-Line ALD403 PROMISE 1 Phase 3 Data Expected i

aldr-ex9916.htm Exhibit 99.1 Alder BioPharmaceuticals Announces Third Quarter 2016 Financial and Operating Results Company Finalizes ALD403 Pivotal Program Design and Confirms Planned Initiation of PROMISE 2 Phase 3 Study in 2016 Top-Line ALD403 PROMISE 1 Phase 3 Data Expected in First Half of 2017 BOTHELL, Wash., Oct. 27, 2016 ? Alder BioPharmaceuticals, Inc. (NASDAQ: ALDR), a clinical-stage biop

October 27, 2016 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

aldr-8k20161027.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 27, 2016 Alder BioPharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36431 90-0134860 (State or other jurisdiction o

October 27, 2016 10-Q

Alder BioPharmaceuticals 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2016 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-36431 Alder BioPharmaceuticals, Inc.

October 11, 2016 8-K

Alder BioPharmaceuticals FORM 8-K (Current Report/Significant Event)

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 6, 2016 Alder BioPharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36431 90-0134860 (State or other jurisdiction of incorporat

July 26, 2016 EX-99.1

Alder BioPharmaceuticals Reports Second Quarter 2016 Financial and Operating Results Positive 24-Week Clinical Data for ALD403 in Chronic Migraine Continues to Demonstrate a Best-In-Class Profile as Company Advances Toward a BLA Submission Advances S

aldr-ex9916.htm Exhibit 99.1 Alder BioPharmaceuticals Reports Second Quarter 2016 Financial and Operating Results Positive 24-Week Clinical Data for ALD403 in Chronic Migraine Continues to Demonstrate a Best-In-Class Profile as Company Advances Toward a BLA Submission Advances Second Program Directed at Migraine Prevention, ALD1910, into IND-Enabling Studies BOTHELL, Wash., Jul. 26, 2016 ? Alder B

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