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 7, 2016

 

 

AEGERION PHARMACEUTICALS, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-34921   20-2960116

(State or other jurisdiction

of incorporation)

 

(Commission

File No.)

  (IRS Identification No.)

One Main Street, Suite 800

Cambridge, MA 02142

(Address of principal executive offices)

Registrant’s telephone number, including area code: (617) 500-7867

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)

 

¨ Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


Item 2.02. Results of Operations and Financial Condition.

On January 11, 2016, Aegerion Pharmaceuticals, Inc. (the “Company”) issued a press release reporting, among other things, its preliminary, unaudited net product sales for the year ended December 31, 2015, which is attached as Exhibit 99.1 to this Current Report on Form 8-K.

The information in this Form 8-K and Exhibit 99.1 attached hereto is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On January 7, 2016, the Company announced that Mary T. Szela has been appointed Chief Executive Officer, effective January 6, 2016. Ms. Szela succeeds Sandford D. Smith, a member of the Board of Directors of the Company (the “ Board ”), who had served as interim Chief Executive Officer of the Company effective since July 2015. The Board has appointed Mr. Smith as Chairman of the Board, succeeding David Scheer, who will remain a director of the Company.

Ms. Szela was appointed Chairperson of the board of directors of Melinta Therapeutics, Inc. in January 2013 and served as Chief Executive Officer from 2013 to 2015. From 2010 to 2012, Ms. Szela was Senior Vice President of Global Strategic Marketing and Services at Abbott Laboratories Pharmaceutical Products Group and also served as its Senior Vice President of U.S. Pharmaceuticals from 2008 to 2009. Prior to this role, Ms. Szela served more than two decades in senior leadership roles at Abbott Laboratories. Ms. Szela is also a member of the board of directors of Novo Nordisk A/S and Coherus Biosciences, Inc. Ms. Szela earned a B.S. in nursing and Master of Business Administration from the University of Illinois.

Pursuant to Ms. Szela’s employment agreement with the Company (the “ Employment Agreement ”), Ms. Szela will receive a base salary of $689,550 per year and will be eligible to receive an annual cash bonus based on achievement of certain performance goals with a target of 60% of her base salary. In addition, Ms. Szela was granted an option to purchase 600,000 shares of the Company’s common stock, which options shall vest and become exercisable with respect to 150,000 shares on the first anniversary of the grant date, with the remaining shares vesting ratably each month over the subsequent three years, such that all options will be fully vested on the fourth anniversary of the grant date.

If the Company terminates Ms. Szela’s employment without Cause or Ms. Szela resigns with Good Reason, as each term is defined in the Employment Agreement, Ms. Szela will be eligible for (a) payment of her accrued but unpaid base salary, any unpaid or unreimbursed expenses and any accrued but unused vacation through the date of termination; and (b) continued payment of her base salary for 12 months following the termination date (collectively, the “ Severance Benefits ”). Further, if within 18 months following a Sale Event (as defined in the Company’s Inducement Plan and/or 2010 Stock Option and Incentive Plan) Ms. Szela’s employment is (a) terminated by the Company for any reason (other than as a result of her death or disability or a with Cause termination that occurs for certain specified reasons) or (b) terminated by Ms. Szela with Good Reason, then Ms. Szela will be eligible to receive, in addition to the Severance Benefits: (i) acceleration of the vesting of 100% of Ms. Szela’s then outstanding unvested equity awards and (ii) payment of a pro rata portion of Ms. Szela’s target annual bonus for the year in which the termination of employment occurs.

In addition, pursuant to the Employment Agreement, the Company will, during the term of her employment, (a) provide Ms. Szela with a housing allowance of up to $7,200 per month; (b) reimburse Ms. Szela for reasonable commuting expenses between the Chicago, Illinois area and the Cambridge, Massachusetts area, including air travel; (c) offset any tax liability of Ms. Szela associated with such housing allowance and commuting expense reimbursements; and (d) reimburse Ms. Szela for incurrence of fees for tax and financial planning up to $15,000 on an annual basis, subject to the Company’s receipt of appropriate documentation and substantiation of the same.


There is no arrangement or understanding between Ms. Szela and any other person pursuant to which Ms. Szela was selected as the Company’s Chief Executive Officer. Except as described herein, there are no existing or currently proposed transactions to which the Company or any of its subsidiaries is a party and in which Ms. Szela has a direct or indirect material interest. There are no family relationships between Ms. Szela and any of the directors or officers of the Company or any of its subsidiaries.

The foregoing summary of certain terms of the Employment Agreement is qualified in its entirety by the terms of the Employment Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K.

On January 7, 2016, the Company issued a press release announcing Ms. Szela’s appointment, which is attached as Exhibit 99.2 to this Current Report on Form 8-K.

 

Item 8.01. Other Events.

On January 7, 2016, the Company entered into a second amendment (the “ Second Amendment ”) to the forbearance agreement dated November 9, 2015, as amended on December 7, 2015, between the Company and Silicon Valley Bank (“ SVB ”), pursuant to which SVB has agreed to extend the forbearance period relating to the Company’s default under its Loan and Security Agreement with SVB through June 30, 2016. Under the forbearance agreement, as amended by the Second Amendment, SVB has agreed not to take any action during the forbearance period as a result of the Company’s default. In addition, pursuant to the terms of the Second Amendment, SVB has terminated the Company’s revolving line of credit. The Company plans to continue to engage in discussions with SVB during the forbearance period regarding the default and the loan to seek a resolution of this matter.

The foregoing summary of certain terms of the Second Amendment is qualified in its entirety by the terms of the Second Amendment, which will be filed as an exhibit to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015.

 

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits:

 

10.1    Employment Agreement with Mary T. Szela, dated January 7, 2016.
99.1    Press Release, dated January 11, 2016.
99.2    Press Release, dated January 7, 2016.


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: January 11, 2016

 

AEGERION PHARMACEUTICALS, INC.
By:  

/s/ Benjamin Harshbarger

  Benjamin Harshbarger
  Acting General Counsel

Exhibit 10.1

EMPLOYMENT AGREEMENT

This Employment Agreement (this “ Agreement ”) is made and entered into as of this 7th day of January 2016, by and between Aegerion Pharmaceuticals, Inc., a Delaware corporation (the “ Company ”), and Mary T. Szela (the “ Employee ”).

W I T N E S S E T H :

WHEREAS, the Company desires to employ Employee as its Chief Executive Officer and Employee desires to accept such employment; and

WHEREAS, the Company desires to enter into this Agreement regarding the terms of Employee’s employment, and Employee desires to enter into this Agreement and to accept the terms and provisions of such employment, as embodied in this Agreement.

Section 1. Definitions .

(a) “ Accrued Obligations ” shall mean (i) all accrued but unpaid Base Salary through the Date of Termination, (ii) any unpaid or unreimbursed expenses incurred in accordance with Section 6 hereof, and (iii) any accrued but unused vacation time through the Date of Termination.

(b) “ Base Salary ” shall mean the salary provided for in Section 4(a) hereof.

(c) “ Board ” shall mean the Board of Directors of the Company.

(d) “ Confidentiality Agreement ” shall mean the Company’s Confidentiality, Assignment and Noncompetition Agreement attached hereto as Exhibit A .

(e) “ Cause ” shall mean (i) Employee’s failure (except where due to a Disability), neglect, or refusal to perform in any material respect Employee’s duties and responsibilities, (ii) any act of Employee that has, or could reasonably be expected to have, the effect of injuring the business of the Company or its affiliates in any material respect, (iii) Employee’s conviction of, or plea of guilty or no contest to: (x) a felony or (y) any other criminal charge that has, or could be reasonably expected to have, an adverse impact on the performance of Employee’s duties to the Company or otherwise result in material injury to the reputation or business of the Company or its affiliates, (iv) the commission by Employee of an act of fraud or embezzlement against the Company or its affiliates, or any other act that creates or reasonably could create negative or adverse publicity for the Company or its affiliates; (v) any material violation by Employee of the policies of the Company or its affiliates, including but not limited to those relating to sexual harassment or business conduct, and those otherwise set forth in the manuals or statements of policy of the Company or its affiliates, (vi) Employee’s violation of federal or state securities laws, or (vii) Employee’s breach of this Agreement or breach of the Confidentiality Agreement.

(f) “ Code ” shall mean the Internal Revenue Code of 1986, as amended, and the rules and regulations promulgated thereunder.

(g) “ Date of Termination ” shall mean the date on which Employee’s employment terminates.

(h) “ Disability ” shall mean any physical or mental disability or infirmity of Employee that prevents the performance of Employee’s duties for a period of (i) ninety (90) consecutive days or (ii) one hundred twenty (120) non-consecutive days during any twelve (12) month period. Any


question as to the existence, extent, or potentiality of Employee’s Disability upon which Employee and the Company cannot agree shall be determined by a qualified, independent physician selected by the Company and approved by Employee or, if applicable, her guardian (which approval shall not be unreasonably withheld). The determination of any such physician shall be final and conclusive for all purposes of this Agreement.

(i) “ Effective Date ” shall mean January 6, 2016.

(j) “ Good Reason ” shall mean, without Employee’s consent, (i) a material diminution in Employee’s duties, or responsibilities, or assignment to Employee of duties not commensurate with her position, (ii) a reduction in Base Salary as set forth in Section 4(a) hereof (other than pursuant to an across-the-board reduction applicable to all similarly situated executives), (iii) any requirement by or directive from the Company that Employee permanently relocate her principal residence or (iv) any other material breach of a provision of this Agreement by the Company (other than a provision that is covered by clause (i), (ii) or (iii) above). Employee acknowledges and agrees that Employee’s exclusive remedy in the event of any breach of this Agreement shall be to assert Good Reason pursuant to the terms and conditions of Section 7(e) hereof. Notwithstanding the foregoing, during the Term, in the event that the Company reasonably believes that Employee may have engaged in conduct that could constitute Cause hereunder, the Company may, in its sole and absolute discretion, suspend Employee from performing Employee’s duties hereunder, and in no event shall any such suspension constitute an event pursuant to which Employee may terminate employment with Good Reason or otherwise constitute a breach hereunder; provided , that no such suspension shall alter the Company’s obligations under this Agreement during such period of suspension.

(k) “ Release of Claims ” shall mean a release of claims made by the Employee in favor of the Company and its affiliates in the form attached hereto as Exhibit A (with any updates determined by the Company to be necessary to comply with applicable law) and the execution of which is a condition precedent to Employee’s eligibility for Severance Benefits, the Accelerated Equity Benefit and the Pro-Rata Bonus Payment in the event her employment is terminated by the Company without Cause or by Employee for Good Reason, as described in Sections 7(d) and 7(e), or following a Sale Event, as described in Section 7(g).

(l) “ Severance Benefits ” shall mean continued payment of Base Salary during the Severance Term, payable in accordance with the Company’s regular payroll practices.

(m) “ Severance Term ” shall mean (i) the twelve (12) month period, which commences on the first day following the Date of Termination following termination by the Company without Cause or by Employee for Good Reason or (ii) if the Date of Termination occurs within eighteen (18) months after a Sale Event, the eighteen (18) month period, which commences on the first day following the Date of Termination following termination by the Company without Cause or by Employee for Good Reason.

Section 2. Acceptance and Term.

Commencing on the Effective Date, the Company agrees to employ Employee on an at-will basis (subject to the terms of Sections 7(d) and 7(e) hereof), and Employee agrees to accept such employment and serve the Company, in accordance with the terms and conditions set forth herein. The term of employment shall commence on the Effective Date and continue until terminated by either party at any time, subject to the provisions herein (referred to herein as the “ Term ”).

 

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Section 3. Position, Duties, and Responsibilities; Place of Performance.

(a) Position, Duties, and Responsibilities . During the Term, Employee shall be employed and serve as Chief Executive Officer of the Company (together with such other position or positions consistent with Employee’s title or as the Company shall specify from time to time) and shall have such duties and responsibilities commensurate therewith, and such other duties as may be assigned and/or prescribed from time to time by the Board or its designee. On the Effective Date, the Board will appoint Employee to serve as a member of the Board in such class or classes of the Board as determined by the Board. During the Term, the Board will nominate Employee for election to the Board by the Company’s stockholders; provided that Employee hereby submits written notice of resignation to the Board, effective as of the date on which Employee ceases to serve as Chief Executive Officer.

(b) Performance . Employee shall devote her full business time, attention, skill, and best efforts to the performance of her duties under this Agreement and shall not engage in any other business or occupation during the Term, including, without limitation, any activity that (x) conflicts with the interests of the Company, (y) interferes with the proper and efficient performance of Employee’s duties for the Company, or (z) interferes with Employee’s exercise of judgment in the Company’s best interests. Notwithstanding the foregoing, nothing herein shall preclude Employee from: (i) continuing to serve on existing boards of directors of Novo Nordisk, Coherus Biosciences and Suneva Medical or any replacement of these boards in the future provided that a replacement board shall not cause Employee to be serving on more than two other public company boards unless approved by the Chairman of the Board; (ii) serving, with the prior consent and approval of the Chairman of the Board, as a member of no more than one other board of directors provided that service on any such replacement board in the case of (i) above, or any additional boards in the case of (ii) above, complies with the factors contained in (x), (y) and (z) above or advisory boards (or their equivalents in the case of a non-corporate entity) of non-competing businesses and charitable organizations; (iii) engaging in charitable activities and community affairs; and (iv) managing Employee’s personal investments and affairs; provided , however , that the activities set out in clauses (i), (ii), (iii) and (iv) shall be limited by Employee so as not to interfere, individually or in the aggregate, with the performance of Employee’s duties and responsibilities hereunder, pose a conflict of interest or violate any provision of this Agreement. Employee represents that she has provided the Company with a comprehensive list of all outside professional activities with which she is currently involved or reasonably expects to become involved at the current time. In the event that, during her employment by the Company, the Employee desires to engage in other outside professional activities, not included on such list, Employee will, prior to engaging in any such activities, first seek written approval from the Chairman of the Board and such approval shall not be unreasonably withheld.

Section 4. Compensation.

(a) Base Salary . In exchange for Employee’s satisfactory performance of her duties and responsibilities, Employee initially shall be paid a semi-monthly Base Salary of $28,731.25 ($689,550.00 on an annualized basis), payable in accordance with the regular payroll practices of the Company. All payments in this Agreement are on a gross, pre-tax basis and shall be subject to all applicable federal, state and local withholding, payroll and other taxes.

(b) Target Bonus . In addition to the Base Salary, Employee will be eligible to earn an annual target bonus of up to 60% of her Base Salary (the “ Target Bonus ”). The actual amount of such bonus, if any, will be determined by the Board (or a committee thereof) based upon Company performance and any other factors that the Board (or a committee thereof), in its discretion, deem appropriate. Employee’s achievement of such milestones, as well as the amount of any bonus, shall be determined by the Board in their sole discretion. Typically, bonuses, if any, are paid out no later than

 

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March 15 of the year following the applicable bonus year. Except as otherwise provided in Section 7 of this Agreement, Employee must be employed by the Company at the time of any such bonus payment in order to be eligible for any such payment.

(c) Housing Allowance/Commuting Costs . Employee will continue to maintain her permanent residence in the Chicago, Illinois area. Until such time, if any, as Employee relocates to the Cambridge, Massachusetts area, Employee will receive a monthly housing allowance of up to $7,200 per month for the rental of an apartment in the Cambridge, Massachusetts area. The amount of the monthly housing allowance will be grossed up by the Company in order to fully offset the tax liability of the Employee for such allowance. Employee will also be reimbursed for airfare and related travel expenses for commuting-related travel to and from the Chicago, Illinois area and the Cambridge, Massachusetts area. The Company agrees to purchase an American Airlines Airpass (or a comparable pass on another airline selected by the Employee) for Employee for use during the term of this Agreement. If, prior to the 12-month anniversary of the Effective Date, Employee resigns without Good Reason or the Company terminates Employee’s employment for Cause, then Employee agrees to repay to the Company the net amount of the housing allowance provided through the Date of Termination and all airfare and travel related expenses reimbursed under this Subsection provided through the Date of Termination within 30 days of such Date of Termination.

(d) Stock Options/Equity Grants . On January 7, 2016, the Company will grant Employee an option to purchase 600,000 shares of the Company’s common stock, $0.001 par value per share (the “ Common Stock ”), issued pursuant to the terms of the Company’s Inducement Award Stock Option Plan (or a successor plan, if any) (the “ Inducement Plan ”) and/or the 2010 Stock Option and Incentive Plan as amended through the date hereof (the “ 2010 Stock Option and Incentive Plan ”) and subject to the terms of a stock option agreement thereunder (the “ Option Award ”). The options subject to the Option Award shall have an exercise price equal to the closing trading price of the Common Stock on the date of grant. The Option Award will be subject to vesting in accordance with the terms of the Inducement Plan and/or the 2010 Stock Option and Incentive Plan, as the case may be, Section 7(d) of this Agreement and the stock option agreement(s); specifically the Option Award will vest over four years, with twenty-five percent (25%) vesting on the one (1)-year anniversary of the grant date and the remaining options vesting in equal monthly installments over the remaining three (3) years of the four (4)-year vesting period; provided, however, Employee must remain continuously employed through the applicable vesting date. The Option Award shall be subject to the terms set forth in the Option Award, the terms of the Inducement Plan and/or the 2010 Stock Option and Incentive Plan, as the case may be, any applicable shareholder and/or option holder agreements and other restrictions and limitations generally applicable to Common Stock of the Company or equity awards held by Company executives and/or employees or otherwise imposed by law.

(e) Annual Tax and Financial Planning Stipend . During the Term, the Company will, subject to receipt of appropriate documentation, reimburse Employee up to $15,000 on an annual basis to be used for tax and financial planning, prorated for any partial year of employment.

Section 5. Employee Benefits.

During the Term, Employee shall be eligible to participate in health insurance and other benefits provided generally to similarly situated employees of the Company, subject to the terms and conditions of the applicable benefit plans (which shall govern). In addition to holidays recognized by the Company, Employee also shall be eligible to earn five (5) weeks of vacation per year. Nothing contained herein shall be construed to limit the Company’s ability to amend, suspend, or terminate any employee benefit plan or policy at any time without providing Employee notice, and the right to do so is expressly reserved.

 

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Section 6. Reimbursement of Business Expenses.

During the Term, the Company shall pay (or promptly reimburse Employee) for documented, out-of-pocket expenses reasonably incurred by Employee in the course of performing her duties and responsibilities hereunder, which are consistent with the Company’s policies in effect from time to time with respect to business expenses, subject to the Company’s requirements with respect to reporting of such expenses.

Section 7. Termination of Employment.

(a) General . Employee’s employment with the Company shall terminate upon the earliest to occur of: (i) Employee’s death, (ii) a termination by reason of a Disability, (iii) a termination by the Company with or without Cause, and (iv) a termination by Employee with or without Good Reason.

(b) Termination Due to Death or Disability . Employee’s employment under this Agreement shall terminate automatically upon Employee’s death. The Company also may terminate Employee’s employment immediately upon the occurrence of a Disability, such termination to be effective upon Employee’s receipt of written notice of such termination. In the event of Employee’s termination as a result of Employee’s death or Disability, except as otherwise provided in Section 7(g), Employee’s or Employee’s estates or beneficiaries, as the case may be, sole and exclusive remedy shall be receipt of the Accrued Obligations, and Employee shall have no further rights to any compensation or any other benefits under this Agreement.

(c) Termination by the Company with Cause .

(i) The Company may terminate Employee’s employment at any time with Cause, effective upon Employee’s receipt of written notice of such termination; provided , however , that with respect to any Cause termination relying on clause (i), (ii), (v), or (vii) of the definition of Cause set forth in Section 1(e) hereof, to the extent that such act or acts or failure or failures to act are curable, as determined by the Board in its sole discretion, Employee shall be given thirty (30) days’ written notice by the Company of its intention to terminate her with Cause, such notice to state the act or acts or failure or failures to act that constitute the grounds on which the proposed termination with Cause is based, and such termination shall be effective at the expiration of such thirty (30) day notice period unless Employee has fully cured such act or acts or failure or failures to act, to the Company’s complete satisfaction, that give rise to Cause during such period.

(ii) In the event that the Company terminates Employee’s employment with Cause, Employee shall be entitled only to the Accrued Obligations. Following such termination of Employee’s employment with Cause, except as set forth in this Section 7(c)(ii) or as otherwise provided in Section 7(g), Employee shall have no further rights to any compensation or any other benefits under this Agreement. For the avoidance of doubt, Employee’s sole and exclusive remedy upon a termination of employment by the Company with Cause shall be receipt of the Accrued Obligations.

(d) Termination by the Company without Cause . The Company may terminate Employee’s employment at any time without Cause, effective upon Employee’s receipt of written notice of such termination. In the event that Employee’s employment is terminated by the Company without Cause (other than due to death or Disability) and provided that she fully executes and does not revoke an effective Release of Claims as described in Section 7(h), Employee shall be eligible for:

 

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(i) The Accrued Obligations; and

(ii) The Severance Benefits.

Notwithstanding the foregoing, the Severance Benefits shall immediately terminate, and the Company shall have no further obligations to Employee with respect thereto, in the event that Employee breaches any provision of the Confidentiality Agreement or the Release of Claims. Any such termination of payment or benefits shall have no effect on the Release of Claims or any of Employee’s post-employment obligations to the Company. Following such termination of Employee’s employment by the Company without Cause, except as set forth in this Section 7(d), Employee shall have no further rights to any compensation or any other benefits under this Agreement. For the avoidance of doubt, except as otherwise provided in Section 7(g), Employee’s sole and exclusive remedy upon a termination of employment by the Company without Cause shall be receipt of (i) the Severance Benefits, subject to her execution of the Release of Claims, and (ii) the Accrued Obligations, subject to her execution of the Release of Claims.

If the Company makes overpayments of Severance Benefits, Employee promptly shall return any such overpayments to the Company and/or hereby authorizes deductions from future Severance Benefit amounts.

(e) Termination by Employee with Good Reason . Employee may terminate her employment with Good Reason by providing the Company thirty (30) days’ written notice setting forth in reasonable specificity the event that constitutes Good Reason, which written notice, to be effective, must be provided to the Company within thirty (30) days of the occurrence of such event. During such thirty (30) day notice period, the Company shall have a cure right (if curable), and if not cured within such period, Employee’s termination will be effective upon the expiration of such cure period, and Employee shall be entitled to the same payments and benefits as provided in Section 7(d) hereof, subject to the same conditions on payment and benefits as described in Section 7(d) hereof. Following such termination of Employee’s employment by Employee with Good Reason, except as set forth in this Section 7(e) or as otherwise provided in Section 7(g), Employee shall have no further rights to any compensation or any other benefits under this Agreement. For the avoidance of doubt, except as otherwise provided in Section 7(g), Employee’s sole and exclusive remedy upon a termination of employment with Good Reason shall be receipt of the Severance Benefits, subject to her execution of the Release of Claims, and (ii) the Accrued Obligations, subject to her execution of the Release of Claims.

(f) Termination by Employee without Good Reason . Employee may terminate her employment without Good Reason by providing the Company sixty (60) days’ written notice of such termination. In the event of a termination of employment by Employee under this Section 7(f), Employee shall be entitled only to the Accrued Obligations. In the event of termination of Employee’s employment under this Section 7(f), the Company may, in its sole and absolute discretion, by written notice accelerate such date of termination without changing the characterization of such termination as a termination by Employee without Good Reason. Following such termination of Employee’s employment by Employee without Good Reason, except as set forth in this Section 7(f) or as otherwise provided in Section 7(g), Employee shall have no further rights to any compensation or any other benefits under this Agreement. For the avoidance of doubt, except as otherwise provided in Section 7(g), Employee’s sole and exclusive remedy upon a termination of employment by Employee without Good Reason shall be receipt of the Accrued Obligations.

(g) Termination following a Sale Event . In the event Employee’s employment is terminated within eighteen (18) months following a Sale Event (as such term is defined in the Inducement Plan and/or the 2010 Stock Option and Incentive Plan, as the case may be) (a) by the Company for any reason other than as a result of Employee’s death or Disability pursuant to Section 7(b) or a with Cause

 

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termination relying on clause (iii), (iv) or (vi) of the definition of Cause set forth in Section 1(e) hereof or (b) by Employee with Good Reason pursuant to Section 7(e), provided that she fully executes and does not revoke an effective Release of Claims as described in Section 7(h) and continues to comply with the Confidentiality Agreement, Employee shall be eligible for (in lieu of, and not in addition to, any payments described in Section 7(c), (d), or (e) of this Agreement):

(i) The Accrued Obligations;

(ii) The Severance Benefits;

(iii) acceleration of the vesting of 100% of Employee’s then outstanding unvested equity awards, such that all unvested equity awards vest and become fully exercisable or non-forfeitable as of the Date of Termination (the “ Accelerated Equity Benefit ”), in which case Employee shall have ninety (90) days from the Date of Termination to exercise the vested equity awards; and

(iv) payment of a pro rata portion of Employee’s target annual bonus for the year in which the Date of Termination occurs, the amount of which is calculated based on the number of days she is employed by the Company in the year of the Date of Termination and based upon the determination by the Board of achievement of the Company against the Company’s corporate goals for such year pursuant to Section 4(b) of this Agreement (the “ Pro Rata Bonus Payment ”).

Notwithstanding the foregoing, the Severance Benefits shall immediately terminate, and the Company shall have no further obligations to Employee with respect thereto, in the event that Employee breaches any provision of the Confidentiality Agreement or the Release of Claims. Any such termination of payment or benefits shall have no effect on the Release of Claims or any of Employee’s post-employment obligations to the Company. If the Company makes overpayments of Severance Benefits, Employee promptly shall return any such overpayments to the Company and/or hereby authorizes deductions from future Severance Benefit amounts.

(h) Release . Notwithstanding any provision herein to the contrary, the payment of the Severance Benefits and the Pro Rata Bonus Payment, and the provision of the Accelerated Equity Benefit, pursuant to subsection (d), (e) or (g) of this Section 7, shall be conditioned upon Employee’s execution, delivery to the Company, and non-revocation of the Release of Claims (and the expiration of any revocation period contained in such Release of Claims) in accordance with the time limits set forth therein (and, in all events, within sixty (60) days following the Date of termination). If Employee fails to execute the Release of Claims in such a timely manner, or timely revokes Employee’s acceptance of such release following its execution, Employee shall not be entitled to any of the Severance Benefits, the Pro Rata Bonus Payment, or the Accelerated Equity Benefit. Payment of the Severance Benefits will commence on the first regular Company payday that is at least five (5) business days following the date the Company receives a timely, effective and non-revocable Release of Claims (the “ Payment Date ”); provided, however, that the first payment will be retroactive to the day immediately following the Date of Termination. Payment of the Pro Rata Bonus Payment will also be made on the Payment Date. Notwithstanding the foregoing, to the extent that any portion of the Severance Benefits or Pro Rata Bonus Payment constitutes “non-qualified deferred compensation” subject to Section 409A of the Code, any payment of such portion scheduled to occur prior to the sixtieth (60th) day following the date of Employee’s termination of employment hereunder, but for the condition on executing the Release of Claims as set forth herein, shall not be made until the first regularly scheduled payroll date following such sixtieth (60th) day, after which any remaining such benefits shall thereafter be provided to Employee according to the applicable schedule set forth herein.

 

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Section 8. Confidentiality Agreement; Cooperation.

(a) Confidentiality Agreement . As a condition of Employee’s employment with the Company under the terms of this Agreement, Employee has executed and delivered to the Company a Confidentiality Agreement. The parties hereto acknowledge and agree that this Agreement and the Confidentiality Agreement shall be considered separate contracts. In addition, Employee represents and warrants that she shall be able to and will perform the duties of this position without utilizing any confidential and/or proprietary information that Employee may have obtained in connection with employment with any prior employer, and that she shall not (i) disclose any such information to the Company, or (ii) induce any Company employee to use any such information, in either case in violation of any confidentiality obligation, whether by agreement or otherwise.

(b) Litigation and Regulatory Cooperation . During and after Employee’s employment, Employee shall cooperate fully with the Company in the defense or prosecution of any claims or actions now in existence or which may be brought in the future against or on behalf of the Company which relate to events or occurrences that transpired while the Company employed Employee, provided, that the Employee will not have an obligation under this paragraph with respect to any claim in which the Employee has filed directly against the Company or related persons or entities or if such cooperation would be materially adverse to her own legal interests. The Employee’s full cooperation in connection with such claims or actions shall include, but not be limited to, being available to meet with counsel to prepare for discovery or trial and to act as a witness on behalf of the Company at mutually convenient times. During and after Employee’s employment, Employee also shall cooperate fully with the Company in connection with any investigation or review of any federal, state or local regulatory authority as any such investigation or review relates to events or occurrences that transpired while Employee was employed by the Company, provided Employee will not have any obligation under this paragraph with respect to any claim in which Employee has filed directly against the Company or related persons or entities. The Company shall reimburse Employee for any reasonable out-of-pocket expenses incurred in connection with Employee’s performance of obligations pursuant to this Section 8(b).

Section 9. Taxes.

The Company may withhold from any payments made under this Agreement all applicable taxes, including but not limited to income, employment, and social insurance taxes, as shall be required by law. Employee acknowledges and represents that the Company has not provided any tax advice to her in connection with this Agreement and that Employee has been advised by the Company to seek tax advice from Employee’s own tax advisors regarding this Agreement and payments that may be made to him pursuant to this Agreement, including specifically, the application of the provisions of Section 409A of the Code to such payments. The Company shall have no liability to Employee or to any other person if any of the provisions of this Agreement are determined to constitute deferred compensation subject to Section 409A but that do not satisfy an exemption from, or the conditions of, that section.

Section 10. Additional Section 409A Provisions.

Notwithstanding any provision in this Agreement to the contrary:

(a) If at the time of the Employee’s separation from service within the meaning of Section 409A of the Code, the Company determines that the Employee is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code, then to the extent any payment or benefit that the Employee becomes entitled to under this Agreement on account of the Employee’s separation from service is “non-qualified deferred compensation” subject to Section 409A of the Code and not otherwise

 

8


exempt, such payment shall not be payable and such benefit shall not be provided until the date that is the earlier of (i) six months and one day after the Employee’s separation from service, or (ii) the Employee’s death. If any such delayed cash payment is otherwise payable on an installment basis, the first payment shall include a catch-up payment covering amounts that would otherwise have been paid during the six-month period but for the application of this provision, and the balance of the installments shall be payable in accordance with their original schedule.

(b) Each payment in a series of payments hereunder shall be deemed to be a separate payment for purposes of Section 409A of the Code. Neither the Company nor Employee shall have the right to accelerate or defer the delivery of any such payments except to the extent specifically permitted or required by Section 409A.

(c) To the extent that any right to reimbursement of expenses or payment of any benefit in-kind under this Agreement constitutes nonqualified deferred compensation (within the meaning of Section 409A of the Code), (i) any such expense reimbursement or payment shall be made by the Company no later than the last day of the taxable year following the taxable year in which such expense was incurred by Employee, (ii) the right to reimbursement, payment or in-kind benefits shall not be subject to liquidation or exchange for another benefit, and (iii) the amount of expenses eligible for reimbursement, payment or in-kind benefits provided during any taxable year shall not affect the expenses eligible for reimbursement or in-kind benefits to be provided in any other taxable year; provided , that the foregoing clause shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Code solely because such expenses are subject to a limit related to the period the arrangement is in effect.

(d) To the extent that any payment or benefit described in this Agreement constitutes “non-qualified deferred compensation” under Section 409A of the Code, and to the extent that such payment or benefit is payable upon the Employee’s termination of employment, then such payments or benefits shall be payable only upon the Employee’s “separation from service.” The determination of whether and when a separation from service has occurred shall be made in accordance with the presumptions set forth in Treasury Regulation Section 1.409A-1(h).

(e) The parties intend that this Agreement will be administered in accordance with Section 409A of the Code. To the extent that any provision of this Agreement is ambiguous as to its compliance with Section 409A of the Code, the provision shall be read in such a manner so that all payments hereunder comply with Section 409A of the Code. The parties agree that this Agreement may be amended, as reasonably requested by either party, and as may be necessary to fully comply with Section 409A of the Code and all related rules and regulations in order to preserve the payments and benefits provided hereunder without additional cost to either party. While the payments and benefits provided hereunder are intended to be structured in a manner to avoid the implication of any penalty taxes under Section 409A of the Code, in no event whatsoever shall the Company or any of its affiliates be liable for any additional tax, interest, or penalties that may be imposed on Employee as a result of Section 409A of the Code or any damages for failing to comply with Section 409A of the Code (other than for withholding obligations or other obligations applicable to employers, if any, under Section 409A of the Code).

Section 11. Successors and Assigns.

(a) The Company . This Agreement shall inure to the benefit of the Company and its respective successors and assigns. This Agreement may not be assigned by the Company without Employee’s prior consent.

 

9


(b) Employee . Employee’s rights and obligations under this Agreement shall not be transferable by Employee by assignment or otherwise, without the prior written consent of the Company; provided , however , that if Employee shall die, all cash amounts then payable to Employee hereunder shall be paid in accordance with the terms of this Agreement to Employee’s devisee, legatee, or other designee, or if there be no such designee, to Employee’s estate.

Section 12. Waiver and Amendments.

Any waiver, alteration, amendment, or modification of any of the terms of this Agreement shall be valid only if made in writing and signed by each of the parties hereto; provided , however , that any such waiver, alteration, amendment, or modification must be consented to on the Company’s behalf by the Board. No waiver by either of the parties hereto of their rights hereunder shall be deemed to constitute a waiver with respect to any subsequent occurrences or transactions hereunder unless such waiver specifically states that it is to be construed as a continuing waiver.

Section 13. Severability.

If any covenants or such other provisions of this Agreement are found to be invalid or unenforceable by a final determination of a court of competent jurisdiction, (a) the remaining terms and provisions hereof shall be unimpaired, and (b) the invalid or unenforceable term or provision hereof shall be deemed replaced by a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision hereof.

Section 14. Governing Law and Jurisdiction.

This is a Massachusetts contract and shall be construed under and be governed in all respects by the laws of the Commonwealth of Massachusetts without giving effect to the conflict of laws principles of such state. With respect to any disputes concerning federal law, such disputes shall be determined in accordance with the law as it would be interpreted and applied by the United States Court of Appeals for the First Circuit. To the extent that any court action is initiated to enforce this Agreement, the parties hereby consent to the non-exclusive jurisdiction of the state and federal courts of the Commonwealth of Massachusetts. Accordingly, with respect to any such court action, Employee (a) submits to the personal jurisdiction of such courts; (b) consents to service of process; and (c) waives any other requirement (whether imposed by statute, rule of court, or otherwise) with respect to personal jurisdiction or service of process.

Section 15. Notices.

(a) Place of Delivery . Every notice or other communication relating to this Agreement shall be in writing, and shall be mailed to or delivered to the party for whom or which it is intended at such address as may from time to time be designated by it in a notice mailed or delivered to the other party as herein provided; provided , that unless and until some other address be so designated, all notices and communications by Employee to the Company shall be mailed or delivered to the Company at its principal executive office, and all notices and communications by the Company to Employee may be given to Employee personally or may be mailed to Employee at Employee’s last known address, as reflected in the Company’s records.

(b) Date of Delivery . Any notice so addressed shall be deemed to be given or received (i) if delivered by hand, on the date of such delivery, (ii) if mailed by courier or by overnight mail, on the first business day following the date of such mailing, and (iii) if mailed by registered or certified mail, on the third business day after the date of such mailing.

 

10


Section 16. Section Headings.

The headings of the sections and subsections of this Agreement are inserted for convenience only and shall not be deemed to constitute a part thereof or affect the meaning or interpretation of this Agreement or of any term or provision hereof.

Section 17. Entire Agreement.

This Agreement, together with Confidentiality Agreement, the Inducement Plan, the 2010 Stock Option and Incentive Plan, and any stock option agreement entered into between the Company and Employee thereunder, constitute the entire understanding and agreement of the parties hereto regarding the employment of Employee. This Agreement supersedes all prior negotiations, discussions, correspondence, communications, understandings, and agreements between the parties (including without limitation that certain Term Sheet dated as of December 10, 2015 and any offer letter given to Employee) relating to the subject matter of this Agreement.

Section 18. Survival of Operative Sections.

Upon any termination of Employee’s employment, the provisions of Section 7 through Section 19 of this Agreement (together with any related definitions set forth in Section 1 hereof) shall survive to the extent necessary to give effect to the provisions thereof.

Section 19. Counterparts.

This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original but all of which together shall constitute one and the same instrument. The execution of this Agreement may be by actual or facsimile signature.

Section 20. Gender Neutral.

Wherever used herein, a pronoun in the masculine gender shall be considered as including the feminine gender unless the context clearly indicates otherwise.

 

11


IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first above written.

 

AEGERION PHARMACEUTICALS, INC.

 

/s/ Sandford Smith

By:   Sandford Smith
Title:   Chairman of the Board

EMPLOYEE

 

/s/ Mary T. Szela

By:   Mary T. Szela

 

12


EXHIBIT A

General Release and Waiver of Claims

In exchange for the severance benefits to be provided to me under the Employment Agreement between me and Aegerion Pharmaceuticals, Inc. (the “Company”), dated as of January 7, 2015 (the “Employment Agreement”), to which I would not otherwise be entitled, on my own behalf and that of my heirs, executors, administrators, beneficiaries, personal representatives and assigns, I agree that this General Release and Waiver of Claims (the “Release of Claims”) shall be in complete and final settlement of any and all causes of action, rights and claims, whether known or unknown, accrued or unaccrued, contingent or otherwise, that I have had in the past, now have, or might now have, in any way related to, connected with or arising out of my employment or its termination, under the Employment Agreement, or pursuant to Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act, the Age Discrimination in Employment Act, as amended by the Older Workers Benefit Protection Act, the Worker Adjustment and Retraining Notification Act, the Employee Retirement Income Security Act, the wage and hour, wage payment and fair employment practices laws and statutes of the Commonwealth of Massachusetts (each as amended from time to time), and/or any other federal, state or local law, regulation or other requirement (collectively, the “ Claims ”), and I hereby release and forever discharge the Company, its affiliates and all of their respective past, present and future directors, shareholders, officers, members, managers, general and limited partners, employees, employee benefit plans, administrators, trustees, agents, representatives, successors and assigns, and all others connected with any of them, both individually and in their official capacities, from, and I hereby waive, any and all such Claims. This release shall not apply to (a) any claims that arise after I sign this Release of Claims, including my right to enforce the terms of this Release of Claims; (b) any claims that may not be waived pursuant to applicable law; (c) any right to indemnification that I may have under the certificate of incorporation or by-laws of the Company, and any Indemnification Agreement between me and the Company or any insurance policies maintained by the Company; or (d) any right to receive any vested benefits under the terms of any employee benefit plans and my award agreements thereunder.

Nothing contained in this Release of Claims shall be construed to prohibit me from filing a charge with or participating in any investigation or proceeding conducted by the federal Equal Employment Opportunity Commission or a comparable state or local agency, provided, however, that I hereby agree to waive my right to recover monetary damages or other individual relief in any charge, complaint or lawsuit filed by me or by anyone else on my behalf.

In signing this Release of Claims, I acknowledge my understanding that I may consider the terms of this Release of Claims for up to [twenty-one (21)/forty-five (45)] 1 days from the date I receive it and that I may not sign this Release of Claims until after the date my employment with the Company terminates. I also acknowledge that I am hereby advised by the Company to seek the advice of an attorney prior to signing this Release of Claims; that I have had sufficient time to consider this Release of Claims and to consult with an attorney, if I wished to do so, or to consult with any other person of my choosing before signing; and that I am signing this Release of Claims voluntarily and with a full understanding of its terms.

 

1   To be determined by the Company at the time of termination.


I further acknowledge that, in signing this Release of Claims, I have not relied on any promises or representations, express or implied, that are not set forth expressly in the Release of Claims. I understand that I may revoke this Release of Claims at any time within seven (7) days of the date of my signing by written notice to the Chairman of the Company’s Board of Directors and that this Release of Claims will take effect only upon the expiration of such seven-day revocation period and only if I have not timely revoked it.

Intending to be legally bound, I have signed this Release of Claims under seal as of the date written below.

 

Signature:

 

 

Name:

 

 

Date Signed:

 

 

 

2

Exhibit 99.1

 

LOGO

Aegerion Pharmaceuticals Reports Preliminary 2015 Net Product Sales and Other Business Updates

- 2015 Total Net Product Sales Expected to be Between $236.5 and $239.5 Million

Cambridge, MA, January 11, 2016 - Aegerion Pharmaceuticals, Inc. (NASDAQ: AEGR), a biopharmaceutical company dedicated to the development and commercialization of innovative therapies for patients with debilitating rare diseases, today reported preliminary unaudited 2015 net product sales and other business updates. Sandford “Sandy” Smith, chairman of the board and prior chief executive officer, plans to discuss these and other topics during a live presentation at the 34 th Annual J.P. Morgan Healthcare Conference in San Francisco scheduled for Thursday, January 14, 2016 at 8:00 a.m. PST (11:00 a.m. EST). The presentation will be webcast live and accessible through the “Investors” section of Aegerion’s website, www.aegerion.com.

2015 Preliminary Results & Business Update

 

    JUXTAPID ® : Aegerion expects fourth quarter 2015 preliminary, unaudited net product sales of JUXTAPID to be between $37.5 and $39.5 million. Aegerion expects preliminary, unaudited net product sales of JUXTAPID for full year 2015 to be between $211 and $213 million. As of December 31, 2015, there were 615 active commercial patients on JUXTAPID therapy globally, approximately 490 of whom are U.S. patients.

 

    MYALEPT ® : Aegerion expects fourth quarter 2015 preliminary, unaudited net product sales of MYALEPT to be between $8 and $9 million. Aegerion expects preliminary, unaudited net product sales of MYALEPT for full year 2015 to be between $25.5 and $26.5 million. As of December 31, 2015, there were 79 active commercial patients on MYALEPT therapy globally, all of whom are U.S. patients. The gross-to-net adjustment for sales of MYALEPT in the U.S. for the full year was approximately 30%. Of the 30%, 27% was attributable to Medicaid rebates.

 

    Aegerion ended 2015 with approximately $63 million in unrestricted cash.

 

    On January 7, 2016, the Company announced that Mary Szela has been appointed as chief executive officer (CEO) and a member of Aegerion’s Board of Directors. Ms. Szela succeeds Sandy Smith, who served as interim chief executive officer since July of 2015. Sandy Smith has been appointed chairman of the Board of Directors, on which he has served as a director since 2012.


    On January 8, 2016, Aegerion submitted a Japanese New Drug Application (J-NDA) to the Ministry of Health, Labor and Welfare (MHLW) seeking marketing approval for JUXTAPID to treat homozygous familial hypercholesterolemia (HoFH) in Japan. The Company anticipates a nine-month review process.

 

    In December 2015, Aegerion obtained registration for JUXTAPID in Korea, and will now pursue pricing and reimbursement negotiations in this market.

2016 Outlook

 

    Aegerion plans to provide 2016 financial guidance upon completion of a comprehensive business review by the Company’s newly-appointed CEO.

 

    Aegerion plans to pursue development of a second generation form of JUXTAPID as a prodrug with the goal of reducing gastrointestinal side effects, and anticipates initial animal pharmacokinetic data by year-end.

 

    Aegerion is planning to submit a marketing authorization application (MAA) for MYALEPT to treat generalized lipodystrophy in the EU by the end of 2016.

 

    The Company is pursuing a label expansion for MYALEPT for severe partial lipodystrophy patients, pending discussions with regulatory authorities in the U.S. and E.U.

Sandy Smith, chairman of the board of Aegerion, commented: “In 2015, we achieved solid net product sales while managing through various challenges. We believe that with a continued focus on execution in key areas, including optimizing current commercial operations, expanding Aegerion’s global footprint and deepening the Company’s product pipeline through life cycle management initiatives, we can catalyze a new phase of growth for Aegerion.

“We continue to believe we have a solid base business. Despite the introduction of the PCSK9 inhibitors to the market, it remains clear that JUXTAPID has an important role in the treatment of adult patients with HoFH. In addition, although longer reimbursement cycles slowed the addition of new MYALEPT patients in the fourth quarter, we have a meaningful queue of generalized lipodystrophy (GL) patients awaiting therapy.

“With focused efforts on managing through competitive challenges in the HoFH market, working to resolve and fully cooperate with government investigations, and minimizing cash burn, we have entered 2016 with good momentum and renewed confidence.”


Forward-Looking Statements

This press release contains forward-looking statements, including statements regarding expectations as cash burn, planned clinical studies and drug development, marketing authorizations and label expansions, as well as sales of our products and long-term growth prospects. These forward-looking statements are neither promises nor guarantees of future performance, and are subject to a variety of risks and uncertainties, many of which are beyond our control, which could cause actual results to differ materially from those contemplated in these forward-looking statements. In particular, the risks and uncertainties include, among others: the risk that market acceptance of JUXTAPID and MYALEPT in the U.S. may not continue at the levels we expect, and may be lower outside the U.S. than we expect; the risk that the conversion of prescriptions for JUXTAPID or MYALEPT into patients on therapy may be lower than we expect or the drop-out rate may be higher than we expect; the risk that the prevalence of the diseases our products treat may be lower than our estimates, and that it may be more difficult to identify patients than we expect; the risk that the side effect profile or other results for our products in commercial use and in further clinical studies are inconsistent, in scope and severity, with the side effect profile and other results observed in the pivotal study of each drug; the risk that the negative impact of launch of PCSK9 inhibitors on JUXTAPID sales will be greater than we currently expect, particularly in the U.S. where the negative impact has been greater than we expected to date, or that other competitive products will negatively impact our results; the risk that private or government payers may refuse to reimburse our product, or may impose onerous restrictions that hinder reimbursement or significantly limit or cap the price we charge or the number of reimbursed patients who receive our products; the risk that the Food and Drug Administration may require revisions to the JUXTAPID Risk Evaluation and Mitigation Strategies (REMS) Program that may negatively impact our U.S. sales; the risk that our business may be negatively impacted if there are more Medicaid patients prescribed MYALEPT than we expect; the risk that named patient sales in Brazil and other key countries outside the U.S. may not be at the levels we expect; the risk that regulatory authorities in countries where either of our products is not yet approved may not be satisfied with the efficacy or safety profile of the product or the sufficiency of the data from our pivotal trials and therefore will refuse to approve such products or additional indications for such products; the risk that we do not receive approval for each product in additional countries on a timely basis, or at all, or that regulatory authorities impose significant restrictions on approval or require additional development; the risk that exchange rates will negatively impact the amount of net product sales recognized; the risk that technical hurdles may delay initiation of future clinical trials; the risk that we will not be successful in our label expansion, lifecycle management, regulatory filing or business development efforts; the risk that our patent portfolio and marketing and data exclusivity may not be as strong as we anticipate; the risk of unexpected manufacturing issues affecting future supply; the risk of an enforcement action by, or settlement with, the government, which we expect is a probable result of the ongoing DOJ, SEC and Brazilian investigations, and the terms


thereof; with respect to ongoing or future investigations and the risks associated with the unpredictable nature and timing of government investigations, and the impact of investigations, and the uncertainty of the timing and nature of the resolution of such investigations, on our business; the risk that we incur more costs than we expect in responding to investigations and defending ourselves in litigation and in connection with any settlement entered into in connection with these investigations; the risk that Silicon Valley Bank will accelerate our long-term debt at the termination of its current forbearance agreement as a result of our breach of certain covenants under our loan agreement with Silicon Valley Bank; the risk that any of the foregoing may cause product sales revenue to be lower than we expect, or that we may incur unanticipated expenses in connection with our activities; and the other risks inherent in the commercialization, drug development and regulatory approval process. For additional disclosure regarding these and other risks we face, see the disclosure contained in the “Risk Factors” section of Aegerion’s Quarterly Report on Form 10-Q filed on November 9, 2015, and our other public filings with the Securities and Exchange Commission, available on the SEC’s website at http://www.sec.gov. We undertake no obligation to update or revise the information contained in this press release, whether as a result of new information, future events or circumstances or otherwise.

Investors and others should note that we communicate with our investors and the public using our company website (www.aegerion.com) and our investor relations website (http://ir.aegerion.com), including but not limited to company disclosures; investor presentations and FAQs; Securities and Exchange Commission filings; press releases; public conference calls and webcasts. The information that we post on these websites could be deemed to be material information. As a result, we encourage investors, the media, and others interested to review the information that we post there on a regular basis. The contents of our website shall not be deemed incorporated by reference in any filing under the Securities Act of 1933.

CONTACT:

Aegerion Pharmaceuticals, Inc.

Amanda Murphy

Associate Director, Investor Relations & Public Relations

(857) 242-5024

amanda.murphy@aegerion.com

Exhibit 99.2

 

LOGO

FOR IMMEDIATE RELEASE

AEGERION PHARMACEUTICALS APPOINTS MARY SZELA AS CHIEF EXECUTIVE OFFICER

Sandford D. Smith Appointed as Chairman of Aegerion’s Board of Directors

Cambridge, MA, January 7, 2016 - Aegerion Pharmaceuticals, Inc. (NASDAQ: AEGR), a biopharmaceutical company dedicated to the development and commercialization of innovative therapies for patients with debilitating rare diseases, today announced that Mary Szela has been appointed as chief executive officer and a member of Aegerion’s Board of Directors. Ms. Szela brings 27 years of progressive leadership experience to Aegerion as well as valuable expertise building global billion-dollar brands, such as Humira ® , and advancing pipeline products in the biotechnology and pharmaceutical industries.

Ms. Szela succeeds Sandford “Sandy” Smith, who served as interim chief executive officer since July of 2015. Sandy Smith has been appointed chairman of the Board of Directors, allowing him to continue to work closely with the management team to maintain the momentum on key company initiatives, while leveraging his expertise in the global orphan drug markets. He has served as a director since 2012. Mr. Smith succeeds David Scheer who will remain an independent member of the Board and will join the compliance committee.

Mr. Smith commented, “Mary’s track record of success and considerable experience in global commercial operations, clinical development and corporate governance make her ideally suited to lead the transformation of Aegerion into a new phase of growth. We believe Mary’s experience and commitment aligns with Aegerion’s mission of developing therapies and providing appropriate support for patients with rare diseases.”

Ms. Szela was chief executive officer of Melinta Therapeutics until August 2015, where she led the company’s revitalization effort, accelerated the lead asset into three phase programs and oversaw key business development transactions to monetize non-core assets. Before joining Melinta, she held various management positions at Abbott Laboratories, most recently as senior vice president for global strategic marketing and services. From 2008 to 2010, Ms. Szela served as president of the $8 billion U.S. pharmaceuticals division, during which time she directed the development and launch of more than eight new pharmaceutical products and multi-billion dollar sales growth for Abbott’s flagship product, Humira ® . Between 2002 and 2008, Ms. Szela managed several of Abbott’s billion-dollar U.S. pharmaceutical businesses, and was VP of U.S.


commercial operations. Prior to 2001, Ms. Szela held a series of leadership positions in the Abbott Hospital Products Division. She currently serves as a member of the boards of Novo Nordisk, Coherus Biosciences, and Suneva Medical. Ms. Szela earned an M.B.A. and a B.S. in nursing from the University of Illinois.

“With two marketed products, orphan drug development expertise and a growing global footprint, I believe we have the potential to build a sustainable company and make a meaningful impact on the lives of patients,” added Ms. Szela. “I’m truly excited to join Aegerion’s dedicated team of employees and directors as we advance the Company’s mission to deliver break-through medicines for rare diseases.”

About Aegerion Pharmaceuticals, Inc.

Aegerion Pharmaceuticals is a biopharmaceutical company dedicated to the development and commercialization of innovative therapies for patients with debilitating rare diseases. For more information about the company, please visit www.aegerion.com .

Forward-Looking Statements

This press release contains forward-looking statements, including statements regarding expectations about our products, growth and sustainability. These forward-looking statements are neither promises nor guarantees of future performance, and are subject to a variety of risks and uncertainties, many of which are beyond our control, which could cause actual results to differ materially from those contemplated in these forward-looking statements. In particular, the risks and uncertainties include, among others: the risk that market acceptance of JUXTAPID and MYALEPT in the U.S. may not continue at the levels we expect, and may be lower outside the U.S. than we expect; the risk that the conversion of prescriptions for JUXTAPID or MYALEPT into patients on therapy may be lower than we expect or the drop-out rate may be higher than we currently expect; the risk that the prevalence of the diseases our products treat may be lower than our estimates, and that it may be more difficult to identify patients than we expect; the risk that the side effect profile or other results for our products in commercial use and in further clinical studies are inconsistent, in scope and severity, with the side effect profile and other results observed in the pivotal study of each drug; the risk that the negative impact of launch of PCSK9 inhibitors on JUXTAPID sales will be greater than we expect, particularly in the U.S. where the negative impact has been greater than we expected to date, or that other competitive products will negatively impact our results; the risk that private or government payers may refuse to reimburse our product, or may impose onerous restrictions that hinder reimbursement or significantly limit or cap the price we charge or the number of reimbursed patients who receive our products; the risk that the U.S. Food and Drug Administration may require revisions to the JUXTAPID Risk Evaluation and Mitigation Strategies (REMS) Program that may negatively impact our U.S. sales; the risk that our business may be negatively impacted if there are more Medicaid patients prescribed MYALEPT than we expect; the risk that named patient sales in Brazil and other key countries outside the U.S. may not be at the levels we expect; the risk that regulatory authorities in countries where either of our products is not yet approved may not be satisfied with the efficacy or safety profile of the product or the sufficiency of the data from our pivotal trials and therefore will refuse to approve such products or additional indications for such products; the risk that we do not receive approval for each of our products in


additional countries on a timely basis, or at all, or that regulatory authorities impose significant restrictions on approval or require additional development; the risk that exchange rates will negatively impact the amount of net product sales recognized; the risk that technical hurdles may delay initiation of future clinical trials; the risk that we will not be successful in our label expansion, lifecycle management, regulatory filing or business development efforts; the risk that our patent portfolio and marketing and data exclusivity may not be as strong as we anticipate; the risk of unexpected manufacturing issues affecting future supply; the risk of an enforcement action or settlement with the government, which we expect is a probable result of the ongoing DOJ and SEC investigations, and the timing and terms thereof; with respect to ongoing or future investigations and the risks associated with the unpredictable nature, timing and resolution of government investigations, and the impact of investigations on our business; the risk that we incur more costs than we expect in responding to investigations and defending ourselves in litigation and in connection with any settlement entered into in connection with these investigations; the risk that Silicon Valley Bank will accelerate our long-term debt as a result of our breach of certain covenants under our loan agreement with Silicon Valley Bank; the risk that any of the foregoing may cause product sales revenue to be lower than we expect, or that we may incur unanticipated expenses in connection with our activities; and the other risks inherent in the commercialization, drug development and regulatory approval process. For additional disclosure regarding these and other risks we face, see the disclosure contained in the “Risk Factors” section of Aegerion’s Quarterly Report on Form 10-Q filed on November 9, 2015, and our other public filings with the Securities and Exchange Commission, available on the SEC’s website at http://www.sec.gov . We undertake no obligation to update or revise the information contained in this press release, whether as a result of new information, future events or circumstances or otherwise.

Investors and others should note that we communicate with our investors and the public using our company website ( www.aegerion.com ) and our investor relations website ( http://ir.aegerion.com ), including but not limited to company disclosures; investor presentations and FAQs; Securities and Exchange Commission filings; press releases; public conference calls and webcasts. The information that we post on these websites could be deemed to be material information. As a result, we encourage investors, the media, and others interested to review the information that we post there on a regular basis. The contents of our website shall not be deemed incorporated by reference in any filing under the Securities Act of 1933.

CONTACT:

Aegerion Pharmaceuticals, Inc.

Amanda Murphy, Associate Director, Investor & Public Relations

857-242-5024