Biohaven Ltd

Rule 10b5-1 Trading Plans

During the quarter ended March 31, 2024, none of our directors or officers adopted or terminated a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement," as each term is defined in Item 408 of Regulation S-K.

On May 3, 2024, the Company, Biohaven Therapeutics Ltd., a wholly owned subsidiary of the Company (“BTL”), and Biohaven Pharmaceuticals, Inc., a wholly owned subsidiary of the Company (“BPI”), entered into the Amendment with Knopp pursuant to which the parties thereto amended the Membership Interest Purchase Agreement, dated as of February 24, 2022 (the “Purchase Agreement”), by and among Knopp, BTL, BPI (as successor by merger to Channel Biosciences, LLC) and, solely for purposes of certain sections thereof, the Company (as successor to Biohaven Pharmaceutical Holding Company Ltd.).

Under the Amendment, the parties thereto agreed to replace the scaled high single digit to low teens royalty payment obligations with a flat royalty payment in the mid-single digits for BHV-7000 and the pipeline programs. The parties also agreed to reduce the success-based payments payable under the Purchase Agreement by removing all commercial sales-based milestones, which were up to $562.5 million, and reducing the developmental and regulatory milestones, which were up to $575 million, to up to $210 million based on regulatory approvals in the United States and

EMEA for BHV-7000 ($25 million of which has already been paid) and up to an additional $60 million based on regulatory approval in the United States for the other Kv7 pipeline programs. BTL retains the ability to pay these contingent milestone payments in cash or in Biohaven Shares at the election of Biohaven, subject to the same increases if BTL elects to pay in Biohaven Shares.

In consideration of the revisions to the success-based payment and royalty payment obligations, the Company agreed to issue to Knopp the 2024 Additional Consideration and the 2025 Additional Consideration. The Company has also given Knopp the option to request a one-time cash true-up payment from the Company in December 2024 in the event that Knopp continues to hold the Biohaven Shares representing the 2024 Additional Consideration and the value of such shares has declined, and a one-time cash true-up payment from the Company in December 2025 in the event that Knopp continues to hold the Biohaven Shares representing the 2025 Additional Consideration and the value of such shares has declined, in each case, subject to certain conditions.

As further consideration for the revisions to the success-based payment and royalty payment obligations in the Amendment, the Company issued to Knopp the Warrant to purchase 294,195 Biohaven Shares at a purchase price per share of $67.98, subject to certain specified development milestones and the Company achieving a specified market capitalization.