Offer Letter between the Company and Robert W. Azelby dated June 4, 2018

Compensation.  Your starting rate of pay will be $600,000 annually, less standard payroll deductions and withholdings, paid in accordance with the Company’s standard payroll practices.  You will also be eligible for an annual performance and retention bonus, with a target amount equal to sixty percent (60%) of your annual base salary.  The targeted goals will be developed in collaboration with the Board or a Board designated committee, and you.  Your actual bonus payment, if any, will depend on the assessment by the Board (or designated committee thereof) of your individual performance as well as the Company’s attainment of these written targeted goals. As a condition to earning and receiving any annual bonus, you must remain an active employee with the Company through the date the bonus is paid.  The annual bonus for 2018, if any, will be assessed and calculated pro-rata based on the period of time you were employed by Alder during that calendar year.  

Stock Options.  The Board views stock option grants as an important portion of the compensation package.  As a material inducement to your acceptance of this offer, subject to approval by the Board, Alder is pleased to offer you a non-statutory option (the “Time-Based Option”) to purchase 1,000,000 shares of common stock of the Company and a non-statutory option (the “Performance-Based Option” and together with the Time-Based Option, the “Options”) to purchase 150,000 shares of common stock of the Company, each with an exercise price equal to the fair market value of a share of common stock as of the date of grant.  The Time-Based Option will vest with respect to 25% of the shares underlying the Time-Based Option one year after your employment start date and the remaining 75% of the shares underlying the Time-Based Option will vest in equal monthly installments over the 36 month period following the one year anniversary of your employment start date, subject to your continued service with the Company through each relevant vesting date.  The Performance-Based Option will vest upon acceptance by the U.S. Food and Drug Administration (or any successor entity thereto) (the “FDA”) no later than December 31, 2019 of the first Biologics License Application submitted to the FDA by the Company or an affiliate seeking approval for the commercial sale and marketing of eptinezumab in the U.S. The Company understands that you would not accept employment with the Company but for the granting of the Options.  The Options will be subject to the terms of a non-shareholder approved equity incentive plan to be approved by the Board’s independent compensation committee or a majority of the independent directors pursuant to the “inducement exception” provided under NASDAQ Listing Rule 5635(c)(4).  We anticipate that the terms of this plan and the applicable stock option agreements will be similar to the terms of the Company’s other equity incentive plan and standard form of stock option agreement thereunder. 

Benefits.  As a full-time employee you will be entitled to participate in our employee benefit programs, including medical, dental and vision insurance programs. The details of these plans are available upon request, and generally will be described on your first day of work. You will be reimbursed for reasonable and necessary business expenses, pursuant to the Company’s policies and practices for reimbursement of business expenses.  In connection with your work for the Company, you will also be provided with a Company-owned lap top and/or tablet, which devices must be used in accordance with applicable Company policies and returned to the Company upon your termination of employment, regardless of the reason for termination. Pursuant to the Company’s applicable policies, you will also be eligible to take four (4) weeks of paid vacation time per year, and Alder observes the following paid holidays: Memorial Day, Independence Day, Labor Day, Thanksgiving, the Friday after Thanksgiving, and the week of Christmas to New Year’s Day.

Board Service.  If you accept this offer, effective upon your employment start date you will become a member of the Board, serving in Class I until your successor has been duly elected and qualified, or, if sooner, until your death, resignation or removal.  So long as you remain an employee of the Company, you will not be entitled to any additional compensation for serving as a member of the Board.

Offer of Employment Expiration Date.  This offer expires June 6, 2018.  If you sign this offer letter agreement, the terms of this offer letter agreement will be effective as of the first day of your employment with Alder.