Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
Alder BioPharmaceuticals, Inc. (the “Company”) and Timothy M. Whitaker, M.D., the
Company’s Chief Medical Officer, entered into a Separation and Consulting Agreement on November 2, 2017 (the “Agreement”) pursuant to which Dr. Whitaker’s employment with the Company will cease on December 31, 2017 (the
“Separation Date”). The Company has retained an executive search firm and initiated a process to identify its next Chief Medical Officer.
The
Company remains on track to announce
top-line
results from its second Phase 3 pivotal trial,
PR
evention
O
f
M
igraine via
I
ntravenous ALD403
S
afety and
E
fficacy 2
(PROMISE 2) evaluating eptinezumab for the prevention of chronic migraine, in the first half of 2018. The Company also remains on track to file its Biologics License Application for eptinezumab with the U.S. Food and Drug Administration in the
second half of 2018.
Pursuant to the Agreement, in exchange for Dr. Whitaker’s full general release of claims, the Company has agreed:
(i) to pay cash severance equal to ten months of his current base salary and monthly annual target bonus (defined as 1/12 of his annual target bonus), less all applicable withholdings and deductions, paid in equal installments on the
Company’s regular payroll schedule over the
ten-month
period following the Separation Date (the “Severance Period”); and (ii) to pay the COBRA premiums necessary to continue
Dr. Whitaker’s health insurance coverage (including dependent and other family member coverage, if any) until the earliest of (A) the last day of the Severance Period, (B) the date on which Dr. Whitaker and his dependents
are covered by another employee’s group health plan or (C) the date on which Dr. Whitaker is no longer eligible for continuation coverage under COBRA.
Under the Agreement, Dr. Whitaker will consult for the Company for a period commencing on the date after the Separation Date and continuing for a period
of six months, which consulting period is terminable at any time by Dr. Whitaker or by the Company under certain limited circumstances (the period of time Dr. Whitaker is retained as a consultant, the “Consulting Period”). All
outstanding equity awards previously granted to Dr. Whitaker under the Company’s equity incentive plans will continue to vest during the Consulting Period. Dr. Whitaker will be entitled to exercise any vested equity awards until the
earlier of the date which is four months after the end of the Consulting Period and the original expiration date of each such equity award.
The foregoing
benefits are in full satisfaction, and in lieu of, the Alder BioPharmaceuticals, Inc. Executive Severance Benefit Plan, as amended and restated effective December 15, 2016. The Agreement will become effective on the eighth day following
Dr. Whitaker’s execution thereof, unless revoked by Dr. Whitaker prior to such day.
The foregoing summary of the Agreement is not intended
to be complete and is qualified in its entirety by reference to the full text of the Agreement to be filed as an exhibit to the Company’s Annual Report on Form
10-K
for the year ended December 31,
2017.
This Current Report on Form
8-K
contains forward-looking statements, including, without limitation, statements
relating to: the continued development and clinical, therapeutic and commercial potential of eptinezumab; the availability of clinical trial data; future regulatory submissions; future events and performance under the referenced Agreement; and the
Company’s search for a new Chief Medical Officer. Words such as “will,” “on track,” “announce,” “file,” “continue,” “entitled,” or other similar words or expressions, identify
forward-looking statements, but the absence of these words or expressions does not necessarily mean that a statement is not forward-looking. In addition, any statements that refer to expectations, projections or other characterizations of future
events or circumstances are forward-looking statements. The forward-looking statements in this Current Report on Form
8-K
are based upon the Company’s current plans, assumptions, beliefs, expectations,
estimates and projections, and involve substantial risks and uncertainties. Actual results and the timing of events could differ materially from those anticipated in the forward-looking statements due to these risks and uncertainties as well as
other factors, which include, without limitation: risks related to the potential failure of eptinezumab to demonstrate safety and efficacy in clinical testing; the availability of data at the expected times; the clinical, therapeutic and commercial
value of eptinezumab; risks and uncertainties related to regulatory review and approval processes and the Company’s compliance with applicable legal and regulatory requirements; the uncertain timing and level of expenses associated with the
development of eptinezumab; the sufficiency of the Company’s capital and other resources; market competition; changes in economic and business conditions; and other factors discussed under the caption “Risk Factors” in the
Company’s Quarterly Report on Form
10-Q
for the quarter ended June 30, 2017, which was filed with the Securities and Exchange Commission (SEC) on August 8, 2017, and is available on the
SEC’s website at www.sec.gov, and in the Company’s other filings with the SEC. The forward-looking statements made in this Current Report on Form
8-K
speak only as of the date of this Current Report
on Form
8-K.
The Company expressly disclaims any duty, obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the
Company’s expectations with regard thereto or any change in events, conditions or circumstances on which any such statements are based.