BIOHAVEN PHARMACEUTICAL HOLDING CO LTD. Management's Discussion and Analysis of Financial Condition and Results of Operations. (form 10-Q)

The following discussion and analysis of our financial condition and results of
operations should be read in conjunction with our condensed consolidated
financial statements and related notes appearing elsewhere in this Quarterly
Report on Form 10-Q and our audited consolidated financial statements and
related notes contained in our Annual Report on Form 10-K for the year ended
December 31, 2021 filed with the Securities and Exchange Commission ("SEC").
Some of the statements contained in this discussion and analysis or set forth
elsewhere in this Quarterly Report on Form 10-Q, including information with
respect to our plans and strategy for our business, constitute forward looking
statements within the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as amended. We
have based these forward-looking statements on our current expectations and
projections about future events. The following information and any
forward-looking statements should be considered in light of factors discussed
elsewhere in this Quarterly Report on Form 10-Q and our other filings with the
SEC.

Our actual results and timing of certain events may differ materially from the
results discussed, projected, anticipated, or indicated in any forward-looking
statements. We caution you that forward-looking statements are not guarantees of
future performance and that our actual results of operations, financial
condition and liquidity, the development of the industry in which we operate,
the potential achievement of milestones and receipt of payments under our
collaboration with Pfizer ("Pfizer") entered into in November 2021 (the "Pfizer
Collaboration") and the proposed Pfizer Merger and spin-off, among other things,
may differ materially from the forward-looking statements contained in this
Quarterly Report on Form 10-Q. Statements made herein are as of the date of the
filing of this Form 10-Q with the SEC and should not be relied upon as of any
subsequent date. Even if our results of operations, financial condition and
liquidity, the development of the industry in which we operate, the potential
achievement of milestones and receipt of payments under the Pfizer Collaboration
are consistent with the forward-looking statements contained in this Quarterly
Report on Form 10-Q, they may not be predictive of results or developments in
future periods. We disclaim any obligation, except as specifically required by
law and the rules of the SEC, to publicly update or revise any such statements
to reflect any change in our expectations or in events, conditions or
circumstances on which any such statements may be based, or that may affect the
likelihood that actual results will differ from those set forth in the
forward-looking statements.

We caution readers not to place undue reliance on any forward-looking statements made by us, which speak only as of the date they are made.

Overview

We are a commercial-stage biopharmaceutical company with a portfolio of
innovative therapies to improve the lives of patients with debilitating
neurological and neuropsychiatric diseases, including rare disorders. Our
Neuroinnovation portfolio includes FDA-approved NURTEC ODT (rimegepant) for the
acute and preventive treatment of migraine and a broad pipeline of drug
candidates modulating distinct central nervous system targets, including
calcitonin gene-related peptide ("CGRP") receptors, Kv7 ion channels, glutamate
receptors, MPO, myostatin, and TRP channels. In April 2022, the European
Commission approved rimegepant 75 mg (available as an ODT), for the prophylaxis
and acute treatment of migraine. VYDURA™ (rimegepant) will be the commercial
name for rimegepant in the EU.

Pfizer Merger and Distribution Agreement

On May 9, 2022, the Company, Pfizer and a wholly owned subsidiary of Pfizer
("Merger Sub"), entered into an Agreement and Plan of Merger (the "Merger
Agreement"). Pursuant to the terms and subject to the conditions set forth in
the Merger Agreement, Pfizer will acquire all outstanding shares of Biohaven for
$148.50 per share in cash and Merger Sub will merge with and into the Company
(the "Pfizer Merger"), with the Company surviving the Pfizer Merger as a wholly
owned subsidiary of Pfizer.

In connection with the Merger Agreement, Biohaven and Biohaven Research Ltd.
("New Biohaven") entered into a Separation and Distribution Agreement, dated as
of May 9, 2022 (the "Distribution Agreement"). In connection with the
Distribution Agreement, the Board of Directors of the Company approved and
directed management to effect the spin-off of the Kv7 ion channel activator,
glutamate modulation, MPO inhibition and myostatin inhibition platforms,
preclinical product candidates, and certain corporate infrastructure currently
owned by Biohaven (the "spin-off").

To implement the spin-off, the Company expects to transfer the related license
agreements, intellectual property and corporate infrastructure, including
certain non-commercial employee agreements, share based awards and other
corporate agreements to New Biohaven, through a series of internal restructuring
transactions, referred to as the pre-closing reorganization

To effect the spin-off, each of the Company's shareholders will receive one
common share of New Biohaven for every two common shares of Biohaven held of
record at the close of business on the record date for the distribution.. Upon
completion of the spin-off, New Biohaven will be a stand-alone, publicly traded
company focused on the development of its Kv7 ion channel activator, glutamate
modulation, MPO inhibition and myostatin inhibition platforms.

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Following the closing of the Pfizer Merger, New Biohaven will continue to
operate under the Biohaven name and will be led by Vlad Coric, MD, as Chairman
and CEO, and include other members of the current management team of Biohaven.
Immediately prior to the effective time of the spin-off, Pfizer or an affiliate
of Pfizer will pay to the Company an amount equal to $275 million minus the
marketable securities, cash and cash equivalents held by New Biohaven as of the
close of business on the day prior to the date of the spin-off, subject to
certain reductions agreed to by the Company and Pfizer, and the Company will
contribute such

funding to New Biohaven. New Biohaven will also have the right to receive tiered
royalties from Pfizer at percentage rates in the low-tens to mid-teens on any
annual net sales of rimegepant and zavegepant in the United States in excess of
$5.25 billion for all years ended on or prior to December 31, 2040. Pfizer
expects to finance the transaction with existing cash on hand. Pfizer's
acquisition of Biohaven is subject to the completion of the New Biohaven
spin-off transaction and other customary closing conditions and approval by
Biohaven's shareholders. The companies expect the transaction to close by early
2023.

Clinical-Stage Milestones

Our clinical-stage milestones include the following:

                            Drug Name                                  Indication        1H2021     2H2021                  1H2022          2H2022                1H2023         2H2023

                                                                       Migraine           Approval
                                                                       prevention

Migraine acute/prevention    [[Image Removed: bhvn-20220630_g2.jpg]]   Europe Filing 1Q                      EU Approval

Migraine acute                                                                                                 Topline                 China Filing
(China/Korea)

Zavegepant                  Migraine (intranasal)                                         Topline             US Filing
Small molecule/NCE
                            Migraine (oral)                              Start Phase 3

                            BHV-7000                                   Focal epilepsy                                                           Start Phase 1
                            Kv7 channel modulator

                                                                       Spinocerebellar                                          Topline
                            Troriluzole                                ataxia
                            NCE prodrug of riluzole
Obsessive-Compulsive                                                                                                                                         Complete Enrollment
Disorder ("OCD")

                            Verdiperstat                               Amyotrophic
                            NCE oral MPO inhibitor                     Lateral Sclerosis              Complete Enrollment                          Topline
                                                                       ("ALS")

                            Taldefgrobep Alfa                          Spinal Muscular                                                Start Phase 3
                            Anti-myostatin adnectin                    Atrophy ("SMA")

                            BHV-1100                                   Multiple Myeloma                  Start Phase 1
                            ARM combo

                                        Milestone Achieved


CGRP Platform

In July 2016, we acquired exclusive, worldwide rights to our CGRP receptor
antagonist platform, including rimegepant and zavegepant (previously known as
BHV-3500 and vazegepant), through a license agreement, as amended, with
Bristol-Myers Squibb Company ("BMS"). In December 2020, Heptares Therapeutics
Ltd. ("Sosei Heptares") and Biohaven entered a global collaboration and license
agreement (the "Heptares Agreement") under which Biohaven received exclusive
global rights to develop, manufacture and commercialize a portfolio of novel,
small-molecule CGRP receptor antagonists discovered by Sosei Heptares for the
treatment of CGRP-mediated disorders.

Rimegepant

The most advanced product candidate from our CGRP receptor antagonist platform
is rimegepant, an orally available, potent and selective small molecule human
CGRP receptor antagonist that we have developed for the acute and preventive
treatment of migraine. During the second quarter of 2019, we submitted NDAs for
the acute treatment of migraine to the FDA for the Zydis ODT and tablet
formulations of rimegepant. The NDA submission for the Zydis ODT formulation of
rimegepant was submitted using an FDA priority review voucher, purchased in
March 2019, providing for an expedited 6-month review. The Zydis ODT formulation
of rimegepant (NURTEC ODT) was approved by the FDA for the acute treatment of
migraine

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on February 27, 2020 and was available by prescription in U.S. pharmacies on
March 12, 2020. During the fourth quarter of 2020, we submitted an sNDA for the
preventive treatment of migraine to the FDA for NURTEC ODT. The FDA approved
NURTEC ODT for the preventive treatment of episodic migraine on May 27, 2021.

We remain focused on investing in long-term success by driving new-to-brand
prescriptions, and ultimately market share, in this rapidly growing oral CGRP
market and are continuing to observe a positive return on investment with
increasing physician advocacy and attracting a greater pool of patients. We
believe that the rapid adoption of NURTEC ODT is evidence of significant unmet
need among people with migraine and an associated large acute and preventive
therapy market opportunity. We continue to expand commercial payer coverage,
with NURTEC ODT now covered by insurance providers reflecting 96% of commercial
lives.

A summary of key rimegepant studies is described below.

Study 301/Study 302

In March 2018, we announced positive topline data from our first two pivotal
Phase 3 trials ("Study 301 and Study 302") for the acute treatment of migraine.
In each trial, treatment with a single 75 mg dose of rimegepant met the
co-primary efficacy endpoints of the trial, which were superior to placebo, at
two hours post-dose, on measures of pain freedom and freedom from the patient's
most bothersome symptom ("MBS"). In addition to achieving both co-primary
endpoints in each of the trials, rimegepant also was observed to be generally
safe and well-tolerated in the trials, with a safety profile similar to placebo.
The co-primary endpoints achieved in the Phase 3 trials were consistent with
regulatory guidance from the FDA and provided the basis for the submission of an
NDA to the FDA.

Study 303

A third Phase 3 clinical trial for the acute treatment of migraine with a
bioequivalent ODT formulation of rimegepant was commenced in February 2018. On
December 3, 2018, we announced positive topline data from this randomized,
controlled Phase 3 clinical trial ("BHV3000-303" or "Study 303") evaluating the
efficacy and safety of our Zydis ODT formulation of rimegepant for the acute
treatment of migraine. Rimegepant differentiated from placebo on the two
co-primary endpoints using a single dose, pain freedom and freedom from the MBS
at two hours. In total, rimegepant was significantly differentiated from the
placebo in the first 21 consecutive primary and secondary outcome measures that
were pre-specified. Patients treated with the rimegepant Zydis ODT formulation
began to numerically separate from placebo on pain relief as early as 15
minutes, and this difference was statistically significant at 60 minutes.
Additionally, a significantly greater percentage of patients treated with
rimegepant Zydis ODT returned to normal functioning by

60 minutes and lasting clinical benefit compared to placebo was observed through
48 hours after a single dose of rimegepant on freedom from pain, pain relief,
freedom from the MBS, and freedom from functional disability. The safety and
tolerability observations of rimegepant in Study 303 were consistent with our
previous observations. The overall rates of adverse events were similar to
placebo (13.2% with respect to rimegepant compared to 10.5% with placebo). The
co-primary endpoints achieved in the Phase 3 trials were consistent with
regulatory guidance from the FDA and formed the basis of efficacy data required
by the FDA for approval.

Study 305

In November 2018, we initiated a double-blind, placebo-controlled Phase 3
clinical trial examining regularly scheduled dosing of rimegepant 75 mg to
evaluate its efficacy and safety as a preventive therapy for migraine
("BHV3000-305" or "Study 305"). In March 2020, we announced positive topline
results from this study. Rimegepant 75 mg, dosed every other day, demonstrated
statistically significant superiority, compared to placebo, on the primary
endpoint of reduction in the mean number of migraine days per month in both
episodic and chronic migraine patients. The safety profile seen in the 370
patients who received rimegepant 75 mg every other day was consistent with prior
clinical trial experience. With this trial, rimegepant has become the only CGRP
targeted therapy to demonstrate efficacy in both the acute and preventive
treatment of migraine. An sNDA for rimegepant for prevention of migraine was
filed with the FDA and accepted for review in the fourth quarter of 2020. The
FDA approved NURTEC ODT for the preventive treatment of migraine on May 27,
2021.

Pediatric Study Plan

In June 2019, the FDA agreed to our Pediatric Study Plan for the acute treatment of migraine. The pediatric program for the acute treatment of migraine was initiated in the fourth quarter of 2020.

Trigeminal Neuralgia

In the second quarter of 2019, we initiated a Phase 2 proof of concept trial to
evaluate the safety and efficacy of rimegepant in patients with treatment
refractory trigeminal neuralgia. Trigeminal neuralgia is a chronic facial pain
syndrome characterized by paroxysmal, severe, and lancinating episodes of pain
in the distribution of one or more branches of the trigeminal nerve. The
trigeminal nerve, or fifth cranial nerve, is the largest of the 12 cranial
nerves and provides sensory innervation to the head and neck, as well as motor
innervation to the muscles of mastication. These episodic bouts of severe facial
pain can last seconds to minutes, occur several times per day, and often result
in significant disability. Over the long-term course of the disease, symptoms
often become

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refractory to medical therapy and current treatment options remain suboptimal.

Plaque Psoriasis

In the fourth quarter of 2020, we announced a collaboration with Weill Cornell
Medicine's Dr. Richard Granstein, Chairman of Dermatology, to initiate an
investigator-led clinical trial, which will explore whether treatment with one
of our CGRP receptor antagonists will reduce the severity of disease and
percentage of area affected as measured by patients' Psoriasis Activity Severity
Index (PASI) score after 16 weeks of treatment as compared to placebo. In
addition, the study will assess the potential impact on itch and patient
quality-of-life measures. Psoriasis is a chronic and painful autoimmune disease
characterized by red patches of dry, cracked skin that may bleed, itch, and burn
that affects approximately 7- 8 million people in the U.S.

Rhinosinusitis

In February 2022, we announced that we have begun enrollment in a Phase 2/3
clinical trial assessing the safety and efficacy of NURTEC ODT 75mg in patients
with chronic rhinosinusitis ("CRS") with or without nasal polyps. CRS is a
symptomatic inflammation of the paranasal sinuses and nasal cavity lasting more
than 12 weeks. CRS typically manifests as facial pain/pressure/fullness, nasal
obstruction (congestion), nasal discharge, and/or a decreased sense of smell.
Both preclinical and human studies have indicated that increased CGRP levels are
associated with CRS, and suggest that blocking CGRP receptors with NURTEC ODT
may have beneficial effects for those suffering from CRS. We expect to enroll
approximately 200 patients in a randomized, double-blind, placebo-controlled
trial across approximately 25 sites in the U.S. Researchers will evaluate acute
symptomatic treatment with rimegepant in patients with chronic rhinosinusitis
with and without nasal polyps. The primary outcome measure is the change in a
patient's facial pain/pressure/fullness score on a Numerical Rating Scale
(0-10). The trial will also assess the safety and tolerability of rimegepant.

Temporomandibular Disorder

Temporomandibular disorder ("TMD") is a disorder of the jaw muscles,
temporomandibular joints, and the nerves associated with chronic facial pain. In
April 2022 the Company commenced enrollment in a Phase 2/3 clinical trial
assessing the safety and efficacy of NURTEC ODT (rimegepant) 75 mg in patients
with TMD. The Company expects to enroll approximately 200 patients across
approximately 25 sites in the United States. The primary outcome measure will be
the change from baseline of pain on a Numerical Rating Scale (0-10).

International Health Authority Interactions

Scientific advice for rimegepant for acute and preventive migraine treatment was received from the CHMP, a committee of the European Medicines Agency,

in June and December 2018, respectively. In the first quarter of 2021, we
submitted the MAA for rimegepant dual indication, inclusive of acute treatment
and prevention of migraine. In April 2022, the European Commission ("EC")
approved rimegepant 75 mg (available as an orally dissolving tablet), intended
for the prophylaxis and acute treatment of migraine. VYDURA™ (rimegepant) will
be the commercial name for rimegepant in the EU. The full indication for VYDURA
is the acute treatment of migraine with or without aura in adults and preventive
treatment of episodic migraine in adults who have at least four migraine attacks
per month. The Marketing Authorization follows the recommendation for approval
by CHMP in February 2022. The EC approval will be valid for all 27 EU member
states as well as Iceland, Liechtenstein and Norway and local reimbursement
approval will follow. Assessment of the MAA by the Medicines & Healthcare
products Regulatory Agency ("MHRA") is complete and approval was granted in
Great Britain in June 2022.

Filings in Israel and the Middle East began in 2020. In March 2021, we received
approval for rimegepant in Israel and the UAE for the acute treatment of
migraine. In the fourth quarter of 2021, we received approval for rimegepant in
Israel for the preventive treatment of episodic migraine in adults and in Kuwait
for the acute treatment of migraine in adults. In April 2022 we received
approval for prevention of episodic migraine in adults in UAE. We expect further
approvals in 2022.

With respect to Japan, we have engaged the Pharmaceuticals and Medical Devices
Agency ("PMDA") on a path forward, and initiation of Phase 2/3 bridging studies
are anticipated to begin mid-2022.

In January 2019, we and our subsidiary, BioShin (Shanghai) Consulting Services
Company Ltd. ("BioShin Shanghai"), a Shanghai based limited liability company,
jointly announced that the National Medical Products Administration ("NMPA,"
formerly, the China FDA) had accepted the IND application for rimegepant for the
treatment of migraine. As previously announced, BioShin Shanghai was established
to develop and potentially commercialize our late-stage migraine and neurology
portfolio in China and other Asia-Pacific markets. Following the results of
Study 303, we submitted a second IND application to the NMPA for the Zydis ODT
formulation of rimegepant for the acute treatment of migraine. The IND
application for the Zydis ODT formulation of rimegepant was accepted by the NMPA
in the fourth quarter of 2019. In September 2020, BioShin Limited ("BioShin"),
our subsidiary and the parent organization of BioShin Shanghai, raised $60.0
million in series A funding (the "BioShin Funding") which was used to build out
BioShin in China and advance our clinical portfolio in the Asia-Pacific region.

In November 2020, BioShin initiated a double-blind, randomized Phase 3 clinical trial evaluating the safety and efficacy of NURTEC ODT (rimegepant) for the acute treatment of migraine in China and South Korea. In February 2022, we announced positive topline results

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from the study. The study met its co-primary endpoints of freedom from pain
(p<0.0001) and freedom from MBS including either nausea, phonophobia or
photophobia (p<0.0001) at 2-hours following a single oral dose of rimegepant.
The early onset and durable 48 hour efficacy observed in China and South Korea
is consistent with previous clinical trial results. In addition to the positive
results on the co-primary endpoints, NURTEC ODT demonstrated rapid onset
efficacy that was superior to placebo on multiple clinically important outcomes,
including: pain relief at 2 hours (p < 0.0001); normal functioning at 2 hours
post-dose (p<0.0001); no need for rescue medication within 24 hrs of dosing (p <
0.0001), and showed lasting efficacy with sustained pain freedom from 2 through
24 hours (p < 0.0001) and sustained pain freedom from 2 through 48 hours (p <
0.0001). Initial analysis of topline data indicates NURTEC ODT was numerically
advantaged compared to placebo on multiple early-onset measures, including: pain
relief within 45 minutes and freedom from MBS within 45 minutes; return to
normal function within 60 min; and pain freedom within 90 min. Rimegepant also
showed a favorable safety and tolerability profile among study participants that
was consistent with prior clinical trial results in the United States. Detailed
data from the study will be presented at future medical meetings to help inform
ongoing and future research. We expect to submit an NDA during the second half
of 2022.

Pursuant to the terms of our Pfizer Collaboration, we will continue to perform
development activities required for the regulatory approval of rimegepant and
zavegepant in all countries outside of the U.S. ("the Territory"). The
development activities are to be performed under a mutually agreed-upon
development plan. In addition, Pfizer has the right to conduct certain
development activities in the Territory and will be the marketing authorization
holder in all countries in the Territory where permitted under applicable law.

Zavegepant

BHV-3500, formerly "vazegepant", is now referred to as "zavegepant" (za ve' je
pant). The World Health Organization (WHO) International Nonproprietary Names
(INN) Expert Committee revised the name to "zavegepant" which was accepted by
the United States Adopted Names Council for use in the U.S. and is pending
formal adoption by the INN for international use.

Acute Treatment of Migraine

Administration of intranasal zavegepant in a Phase 1 clinical trial was
initiated in October 2018 and achieved targeted therapeutic exposures. We
advanced zavegepant into a Phase 2/3 trial to evaluate its efficacy for the
acute treatment of migraine in the first quarter of 2019. We believed that
intranasal zavegepant could provide an ultra-rapid onset of action that could be
used in a complementary fashion with other migraine treatments when the speed of
onset is critical to a patient and/or for patients experiencing severe nausea

and/or vomiting symptoms. In December 2019, we announced positive topline results from the Phase 2/3 trial. Zavegepant 10 and 20 mg was statistically superior to placebo on the co-primary endpoints of pain freedom and freedom from the MBS at two hours using a single dose.

In January 2021, we announced the initiation of the Phase 3 clinical trial for
the use of intranasal zavegepant for the acute treatment of migraine and in
December 2021, we announced top-line results. The results of the study showed
that zavegepant was statistically superior to placebo on the co-primary
endpoints of pain freedom (24% vs 15%, p <.0001) and freedom from most
bothersome symptom (40% vs 31%, p = 0.0012) at 2 hours. Zavegepant was superior
to placebo demonstrating pain relief as early as 15 minutes, with patients
achieving return to normal function as early as 30 minutes after dosing (p <
0.006). The efficacy benefits of zavegepant were durable, including superiority
versus placebo (p < 0.05) on: sustained pain freedom 2 to 24 hours; sustained
pain freedom 2 to 48 hours; sustained pain relief 2 to 24 hours; and sustained
pain relief 2 to 48 hours.

In May 2022, we announced that the FDA has filed and accepted for review an NDA
for intranasal zavegepant for the acute treatment of migraine in adults. The
Prescription Drug User Fee Act ("PDUFA") goal date for completion of the FDA
review of the NDA is set for the first quarter of 2023.

Preventative Treatment of Migraine

In September 2020, we announced that the FDA authorized the initiation of
clinical trials for oral zavegepant and that we had achieved first in human
dosing in a Phase 1 trial designed to assess the safety and pharmacokinetics of
oral formulations of zavegepant. In March 2021, we announced that our Phase 2/3
clinical program to assess the efficacy of oral zavegepant in the preventive
treatment of migraine began enrollment. The Phase 2/3 trial is ongoing with
enrollment expected to complete in the first half of 2023.

COVID-19

In April 2020, we announced our plan to study intranasal zavegepant in pulmonary
complications of COVID-19 disease. The IND was approved by the Division of
Pulmonary, Allergy, and Critical Care at FDA in April 2020, and a Phase 2 trial
began in April 2020 in collaboration with Thomas Jefferson University and other
academic medical institutions. The clinical trial will assess the potential
benefits of CGRP receptor-blockade in mitigating an excessive immune response
which in some cases can be fatal in COVID-19 patients.

Asthma

In October 2021, we began enrollment in a Phase 1b, double-blind, placebo-controlled, parallel-group study to evaluate the safety and efficacy of oral

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zavegepant for the treatment of subjects with mild allergic asthma. Enrollment in the trial is ongoing.

Next Generation CGRP Receptor Antagonists

Several clinical candidates are being developed through a global collaboration
and license agreement between Biohaven and Sosei Heptares. Under the agreement,
Biohaven received exclusive global rights to develop, manufacture and
commercialize a portfolio of novel, small-molecule CGRP receptor antagonists
discovered by Sosei Heptares for the treatment of CGRP-mediated disorders.

BHV-3100, previously known as HTL0022562, was developed successfully through
preclinical trials by Sosei Heptares and demonstrated promising and
differentiated properties in target CGRP-mediated disorders. During the fourth
quarter of 2021, we decided to stop development of BHV-3100 based upon its
emerging preclinical profile and will instead advance one of the portfolio's
backup compounds in its place.

Kv7 Platform

BHV-7000

In April 2022, we closed the acquisition from Knopp Biosciences LLC ("Knopp") of
Channel Biosciences, LLC, a wholly owned subsidiary of Knopp owning the assets
of Knopp's Kv7 channel targeting platform, pursuant to a Membership Interest
Purchase Agreement, dated February 24, 2022. The acquisition of the Kv7 channel
targeting platform adds the latest advances in ion-channel modulation to our
growing neuroscience portfolio. BHV-7000 (formerly known as KB-3061), the lead
asset from the Kv7 platform is an activator of Kv7.2/Kv7.3, a key ion channel
involved in neuronal signaling and in regulating the hyperexcitable state in
epilepsy. In June 2022, our Clinical Trial Application for BHV-7000 was approved
by Health Canada, and in July we began clinical development.

Epilepsy

Epilepsy is the initial disease we are targeting with activators from our Kv7
platform. Epilepsy affects approximately 3.5 million Americans, or more than
1.2% of adults and 0.6% of children in the U.S., and more than 50 million
patients worldwide, according to the World Health Organization ("WHO"). It is
the fourth most common neurological disorder, and many patients struggle to
achieve freedom from seizures, with more than one third of patients requiring
two or more medications to manage their epilepsy. While the use of anti-seizure
medications is often accompanied by dose-limiting side effects, our clinical
candidate BHV-7000 is specifically designed to target subtypes of Kv7 potassium
channels without engagement of GABAA receptors. The lack of GABAA-R activity
potentially gives BHV-7000 a wide therapeutic window which we expect to result
in an improved side effect profile, limiting the somnolence and fatigue often
seen in patients receiving anti-seizure medications. By adding BHV-7000 to our

pipeline, we aim to bring this potassium channel modulator as a potential solution to patients with epilepsy who remain uncontrolled on their current regimens.

KCNQ2 Epileptic Encephalopathy

We are currently exploring BHV-7000 as a potential treatment for KCNQ2 epileptic
encephalopathy ("KCNQ2-EE"), a rare pediatric epileptic encephalopathy first
described in 2012 resulting from dominant-negative mutations in the KCNQ2 gene.
BHV-7000 has been granted Rare Pediatric Disease Designation by the FDA for the
treatment of KCNQ2-EE.

Neuropathic Pain

Neuropathic pain, as defined by the International Association for the Study of
Pain, is pain caused by a lesion or disease of the somatosensory nervous system
and includes a collection of heterogeneous conditions that are often chronic and
debilitating and for which long term therapy is difficult. In the United States,
over 30 million adults are estimated to be living with neuropathic pain.

Previous studies have demonstrated the efficacy of Kv7 targeting drugs in
clinical trials for pain indications and in animal models. Selective Kv7
potassium channel activators represent a promising new approach in the
development of non-opioid therapeutic options for neuropathic pain. In addition
to leveraging reduced abuse and addiction risk potential of potassium channel
activators, our Kv7 potassium channel platform addresses the complexities of
channel subtype physiology through targeted pharmacology to overcome the
limitations inherent in unbiased Kv7 activators and is intended to deliver a
well-tolerated, highly effective, non-opioid treatment for neuropathic pain.

We are currently evaluating the activity of BHV-7010 and other compounds from
our proprietary series of selective Kv7.2/7.3 activators in multiple preclinical
models of neuropathic pain.

Mood disorders

Approximately 1 in 5 adults in the US are living with neuropsychiatric illnesses
that are, in turn, associated with inadequate treatment, poor quality of life,
disability, and considerable direct and indirect costs. There is significant
unmet need for novel and effective therapeutic options that are not limited by
long latency periods to clinical effects, low response rates, and significant
risks and side effects. Increasing evidence from animal models and clinical
trials now suggests that Kv7.2/7.3 targeting drugs offer the potential to treat
a spectrum of these neuropsychiatric diseases including, but not limited to,
mood disorders such as major depressive disorder, bipolar disorder and anxiety.

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Glutamate Platform

The most advanced product candidate from our glutamate receptor antagonist
platform is troriluzole (previously referred to as trigriluzole and BHV-4157),
which is in multiple Phase 3 trials. Other product candidates include BHV-5500,
which is an antagonist of the glutamate N-methyl-D-aspartate ("NMDA") receptor.

Troriluzole

Ataxias

In May 2022, the Company announced top-line results from the Phase 3 clinical
trial evaluating the efficacy and safety of its investigational therapy,
troriluzole, in patients with SCA. The primary endpoint, change from baseline to
Week 48 on the modified functional Scale for the Assessment and Rating of Ataxia
(f-SARA), did not reach statistical significance in the overall SCA population
as there was less than expected disease progression over the course of the
study. In the overall study population (N=213), the troriluzole and placebo
groups each had mean baseline scores of 4.9 on the f-SARA and the two groups
showed minimal change at the 48-week endpoint with f-SARA scores of 5.1 and 5.2,
respectively (p=0.76).

Post hoc analysis of efficacy measures by genotype suggests a treatment effect
in patients with the SCA Type 3 ("SCA3") genotype, which represents the most
common form of SCA and accounted for 41% of the study population. In the SCA3
subgroup, troriluzole showed a numerical treatment benefit on the change in
f-SARA score from baseline to Week 48 compared to placebo (least squares ("LS")
mean change difference -0.55, nominal p-value = 0.053, 95% CI: -1.12, 0.01). SCA
patients treated with troriluzole showed minimal disease progression over the
study period. Further, in patients in the SCA3 subgroup who were able to walk
without assistance at baseline (i.e., f-SARA Gait Item score = 1), troriluzole
demonstrated a greater numerical treatment benefit on the change in f-SARA score
from baseline to Week 48 compared to placebo (LS mean change difference -0.71,
nominal p-value = 0.031, 95% CI: -1.36, -0.07). Notably, the f-SARA is a novel,
16-point scale developed in collaboration with FDA as the primary outcome
measure for this trial; the scale was designed to limit subjectivity of the
scale and focus on functional aspects of the disease so that significant changes
would be considered clinically meaningful.

Across all genotypes, patients who were able to ambulate at baseline (i.e.,
f-SARA Gait Item score = 1) showed a reduction in the relative risk of falls in
troriluzole-treated patients versus placebo. Patient reported falls, as measured
by adverse events reveal an approximately 58% reduction of fall risk in the
troriluzole group (10% versus 23% AE incidence of falls in the troriluzole and
placebo groups, respectively; nominal p=0.043).

The reduction of falls in the troriluzole group combined with the progression of
f-SARA scores in the untreated SCA3 group compared to SCA3 patients on
troriluzole demonstrates that SCA3 patients are experiencing a clinically
meaningful improvement in ataxia symptoms on troriluzole treatment. Given these
findings and the debilitating nature of SCA, we intend to share the SCA3
genotype data with regulators and work with the FDA to address the high unmet
need in this patient population.

Obsessive Compulsive Disorder

A Phase 2/3 double-blind, randomized, controlled trial to assess the efficacy of
troriluzole in OCD commenced in December 2017. The Phase 2/3 study results were
announced in June 2020. Troriluzole 200 mg administered once daily as adjunctive
therapy in OCD patients with inadequate response to standard of care treatment
showed consistent numerical improvement over placebo on the Yale-Brown Obsessive
Compulsive Scale (Y-BOCS) at all study timepoints (weeks 4 to 12) but did not
meet the primary outcome measure at week 12 (p = 0.22 at week 12), including
significant improvement at week 8 (p < 0.05). Troriluzole was well tolerated
with a safety profile consistent with past clinical trial experience. Given the
strong signal in the Phase 2/3 proof of concept study and after receiving
feedback from the FDA in an End of Phase 2 meeting, in December 2020 we
initiated enrollment in the Phase 3 program. Two Phase 3 studies are currently
ongoing with enrollment expected to be completed in 2023.

Glioblastoma

In December 2021, the Global Coalition for Adaptive Research ("GCAR") selected
troriluzole for evaluation in Glioblastoma Adaptive Global Innovative Learning
Environment - NCT03970447 ("GBM AGILE"). GBM AGILE is a revolutionary
patient-centered, adaptive platform trial for registration that tests multiple
therapies for patients with newly-diagnosed and recurrent glioblastoma ("GBM"),
the most fatal form of brain cancer. Troriluzole will be evaluated in all
patient subgroups of the trial which include newly-diagnosed methylated
O6-Methylguanine-DNA methyltransferase ("MGMT"), newly-diagnosed unmethylated
MGMT, and recurrent GBM. Troriluzole was selected for inclusion in GBM AGILE
based on compelling evidence showing deregulation of glutamate in GBM. The
therapeutic potential of troriluzole in GBM and other oncology indications is
supported by several recent clinical and translational research studies
conducted with troriluzole and its active moiety.

In July 2022, the Company and GCAR announced that enrollment has commenced in GBM AGILE for the evaluation of troriluzole.

BHV-5500

We are developing BHV-5500 (lanicemine), a low-trapping NMDA receptor antagonist. One potential target indication includes Complex Regional Pain Syndrome

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("CRPS"). CRPS is a rare, chronic pain condition typically affecting limbs and
triggered by traumatic injury. Accompanying symptoms also include chronic
inflammation and reduced mobility in the affected areas. Other disorders of
interest include post-herpetic neuralgia and diabetic peripheral neuralgia. We
acquired worldwide rights to BHV-5500 under an exclusive license agreement with
AstraZeneca AB in October 2016. Current work is focused on formulation
development.

MPO Platform

Verdiperstat

We are developing verdiperstat (previously BHV-3241), an oral myeloperoxidase
inhibitor for the treatment of neurodegenerative diseases. One potential target
indication is Amyotrophic Lateral Sclerosis ("ALS"). In September 2019, we
announced that verdiperstat was selected to be studied in the Phase 3 HEALEY ALS
Platform Trial, which is being conducted by the Sean M. Healey & AMG Center for
ALS at Massachusetts General Hospital in collaboration with the Northeast ALS
Consortium ("NEALS") clinical trial network. Promising investigational drugs
were chosen for the HEALEY ALS Platform Trial through a competitive process,
with the Healey Center providing partial financial support to successful
applicants. The Phase 3 HEALEY ALS Platform Trial of verdiperstat began
enrollment in July 2020. Enrollment in the trial was completed in November 2021,
with results expected in the second half of 2022.

Verdiperstat was progressed through Phase 2 clinical trials by AstraZeneca.
Seven clinical studies have been completed by AstraZeneca, including four Phase
1 studies in healthy subjects, two Phase 2a studies in subjects with Parkinson's
disease, and one Phase 2b study in subjects with MSA. We have entered into an
exclusive license agreement with AstraZeneca for the product candidate.

Myostatin Platform

Taldefgrobep Alfa (BHV-2000)

In February 2022, we announced that we entered into a worldwide license
agreement with BMS for the development and commercialization rights to
taldefgrobep alfa (also known as BMS-986089 and now referred to as BHV-2000), a
novel, Phase 3-ready anti-myostatin adnectin. Myostatin is a natural protein
that limits skeletal muscle growth, an important process in healthy muscular
development. However, in patients with neuromuscular diseases, active myostatin
can critically limit the growth needed to achieve developmental and functional
milestones. Myostatin inhibition is a promising therapeutic strategy for
enhancing muscle mass and strength in a range of pediatric and adult
neuromuscular conditions. Taldefgrobep is a muscle-targeted treatment for
neuromuscular disease and offers the opportunity for combination therapy.

In July 2022, we commenced enrollment in a Phase 3 clinical trial of BHV-2000
assessing the efficacy and safety of taldefgrobep alfa in Spinal Muscle Atrophy
("SMA"). SMA is a rare, progressively debilitating motor neuron disease in which
development and growth of muscle mass are compromised, resulting in progressive
weakness and muscle atrophy, reduced motor function, impaired quality of life
and often death. The Phase 3 placebo-controlled, double-blind trial is designed
to evaluate the efficacy and safety of taldefgrobep as an adjunctive therapy for
participants who are already taking a stable dose of nusinersen or risdiplam or
have a history of treatment with onasemnogene abeparvovec-xioi, compared to
placebo. The study is not restricted nor limited to patients based on ambulatory
status or classification of SMA. We expect to enroll approximately 180 patients
in this randomized, double-blind, placebo-controlled global trial.

Biohaven Labs

Kleo Pharmaceuticals, Inc. and Biohaven Labs

In January 2021, we acquired the remaining approximately 58% of Kleo that we did
not previously own. We have assumed Kleo's laboratory facilities located in
Science Park in New Haven, Connecticut and formed Biohaven Labs to serve as the
integrated chemistry and discovery research arm of Biohaven. Biohaven Labs will
continue several existing Kleo discovery partnerships, including one with the
Bill and Melinda Gates Foundation for the development of a Hyperimmune Globulin
Mimic for COVID-19 and one with PeptiDream for the development of
immuno-oncology therapeutics (See Note 6).

Biohaven's proprietary Multimodal Antibody Therapy Enhancer ("MATE") conjugation
technology uses a new class of synthetic peptide binders to target the spike
protein of SARS-CoV-2 that are then selectively conjugated to commercially
available intravenous immunoglobulin. The Biohaven synthetic binders for
SARS-CoV2 were designed to establish a much wider area and number of contacts
with the spike protein that other agents like monoclonal antibodies. In February
2021, we announced that BHV-1200, developed with Biohaven's proprietary MATE
platform, has demonstrated functional binding and neutralization of the
SARS-CoV-2 virus, including the strains known as the "English" and "South
African" variants (also known as B.1.1.7 and B.1.351, respectively). The
preliminary experiments conducted by Biohaven Labs and an academic collaborator
demonstrated that BHV-1200 substantially reduced viral entry into cells.
Accelerated development of the COVID-19 MATE program has been supported by the
Bill and Melinda Gates Foundation. In addition, the in vitro data indicated that
BHV-1200 may activate important immune system components including
antibody-dependent cellular phagocytosis and antibody dependent cellular
cytotoxicity. We believe our proprietary MATE-conjugation technology could also
be used against other infectious diseases by changing the targeting moiety of
its antibody binders.

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Option and License Agreement with the University of Connecticut

In October 2018, we entered into an exclusive, worldwide option and license
agreement (the "UConn Agreement") with the University of Connecticut ("UConn")
for the development and commercialization rights to UC1MT, a therapeutic
antibody targeting extracellular metallothionein. Under this agreement, we have
the option to acquire an exclusive, worldwide license to UC1MT and its
underlying patents to develop and commercialize throughout the world in all
human indications. If we choose to exercise the option, we would be obligated to
pay UConn milestone payments upon the achievement of specified regulatory and
commercial milestones, and royalties of a low single-digit percentage of net
sales of licensed products.

Fox Chase Chemical Diversity Center, Inc.

In May 2019, we entered into an agreement with Fox Chase Chemical Diversity
Center Inc. ("FCCDC") for FCCDC's TDP-43 assets (the "FCCDC Agreement"). The
FCCDC Agreement provides us with a plan and goal to identify one or more new
chemical entity candidates for preclinical development for eventual clinical
evaluation for the treatment of one or more TDP-43 proteinopathies. In
connection with the FCCDC Agreement, Biohaven and FCCDC have established a
TDP-43 Research Plan that provides for certain milestones to be achieved by
FCCDC, and milestone payments to be made by us.

Sosei Heptares

In November 2020, we entered into a global collaboration and license agreement
with Sosei Heptares, an international biopharmaceutical group focused on the
discovery and early development of new medicines originating from their
proprietary GPCR-targeted StaR technology and structure-based drug design
platform capabilities. Under the agreement, Sosei Heptares will be eligible to
receive development, regulatory and commercialization milestone payments, as
well as tiered royalties on net sales of products resulting from the
collaboration. In return, we will receive exclusive global rights to develop,
manufacture and commercialize a portfolio of novel, small-molecule CGRP receptor
antagonists discovered by Sosei Heptares for the treatment of CGRP-mediated
disorders.

Artizan Biosciences, Inc. License Option

In December 2020, we entered into an Option and License Agreement with Artizan
Biosciences Inc. ("Artizan"), a biotechnology company focused on addressing
inflammatory diseases involving the human intestinal microbiota. Pursuant to the
agreement, we acquired an option to obtain a royalty-based license from Artizan
to manufacture, use and commercialize certain products. Artizan will use the
proceeds to continue advancing the preclinical research and

development of its lead program for inflammatory bowel disease, which is
anticipated to enter the clinic in early 2023, as well as to explore additional
disease targets. In November 2021, we announced a collaborative therapeutic
discovery and development program in Parkinson's disease ("PD"), to exploit
recent scientific advances in the understanding of pathogenic roles played by
the gut microbiome in PD.

BHV-1100

In the fourth quarter of 2021, Biohaven initiated a Phase 1a/1b trial in
multiple myeloma patients using its antibody recruiting molecule ("ARM")
BHV-1100 in combination with autologous cytokine induced memory-like ("CIML")
natural killer ("NK") cells and immune globulin ("IG") to target and kill
multiple myeloma cells expressing the cell surface protein CD38. BHV-1100 is the
lead clinical asset from Biohaven's Antibody Recruiting Molecule ("ARM™")
Platform developed from a strategic alliance with PeptiDream Inc. (TYO: 4587).
This clinical trial will assess the safety and tolerability as well as
exploratory efficacy endpoints in newly diagnosed multiple myeloma patients who
have tested positive for minimal residual disease ("MRD+") in first remission
prior to autologous stem cell transplant ("ASCT").

Reliant Glycosciences, LLC

In July 2021, Biohaven entered into a development and license agreement with
Reliant Glycosciences, LLC ("Reliant") for collaboration on a program with
Biohaven Labs' multifunctional molecules to develop and commercialize conjugated
antibodies for therapeutic uses relating to IgA nephropathy and treatment of
other diseases and conditions. Under the Agreement, Reliant was entitled to an
upfront share payment and will be eligible to receive development milestone
payments and royalties of net sales of licensed products.

TRPM3 Antagonists

In January 2022, we entered into the KU Leuven Agreement to develop and
commercialize TRPM3 antagonists to address the growing proportion of people
worldwide living with chronic pain disorders. The TRPM3 antagonist platform was
discovered at the Centre for Drug Design and Discovery and the Laboratory of Ion
Channel Research at KU Leuven. Under the KU Leuven Agreement, we receive
exclusive global rights to develop, manufacture and commercialize KU Leuven's
portfolio of small-molecule TRPM3 antagonists. The portfolio includes the lead
candidate, BHV-2100, which is being evaluated in several preclinical pain models
and which we are advancing towards the clinic in 2023. We will support further
basic and translational research at KU Leuven on the role of TRPM3 in pain and
other disorders.

Recent Developments

The following is a summary of key developments affecting our business in 2022.

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Pfizer Merger and Distribution Agreement

On May 9, 2022, the Company, Pfizer and a wholly owned subsidiary of Pfizer
("Merger Sub"), entered into an Agreement and Plan of Merger (the "Merger
Agreement"). Pursuant to the terms and subject to the conditions set forth in
the Merger Agreement, Pfizer will acquire all outstanding shares of Biohaven for
$148.50 per share in cash and Merger Sub will merge with and into the Company
(the "Pfizer Merger"), with the Company surviving the Pfizer Merger as a wholly
owned subsidiary of Pfizer.

In connection with the Merger Agreement, Biohaven and Biohaven Research Ltd.
("New Biohaven") entered into a Separation and Distribution Agreement, dated as
of May 9, 2022 (the "Distribution Agreement"). In connection with the
Distribution Agreement, the Board of Directors of the Company approved and
directed management to effect the spin-off of the Kv7 ion channel activator,
glutamate modulation, MPO inhibition and myostatin inhibition platforms,
preclinical product candidates, and certain corporate infrastructure currently
owned by Biohaven, or collectively the "Biohaven Research Business".

To implement the spin-off, the Company expects to transfer the related license
agreements, intellectual property and corporate infrastructure, including
certain non-commercial employee agreements, share based awards and other
corporate agreements to New Biohaven, through a series of internal restructuring
transactions, referred to as the pre-closing reorganization.

To effect the spin-off, each of the Company's shareholders will receive one
common share of New Biohaven for every two common shares of Biohaven held of
record at the close of business on the record date for the distribution. Upon
completion of the spin-off, New Biohaven will be a stand-alone, publicly traded
company focused on the development of its Biohaven Research Business.

Following the closing of the Pfizer Merger, New Biohaven will continue to
operate under the Biohaven name and will be led by Vlad Coric, MD, as Chairman
and CEO, and include other members of the current management team of Biohaven.
Immediately prior to the effective time of the spin-off, Pfizer or an affiliate
of Pfizer will pay to the Company an amount equal to $275 million minus the
marketable securities, cash and cash equivalents held by New Biohaven as of the
close of business on the day prior to the date of the spin-off, subject to
certain adjustments agreed to by the Company and Pfizer, and the Company will
contribute such funding to New Biohaven. The Company and Pfizer also entered
into a side letter, which provided that the SpinCo Funding Amount will also be
reduced by approximately $4 million in connection with the purchase by the
Company of shares of capital stock of Artizan Biosciences Inc., and by
approximately $7 million of transaction expenses allocated to SpinCo.

New Biohaven will also have the right to receive tiered royalties from Pfizer at
percentage rates in the low-tens to mid-teens on any annual net sales of
rimegepant and zavegepant in the United States in excess of $5.25 billion.
Pfizer expects to finance the transaction with existing cash on hand. Pfizer's
acquisition of Biohaven is subject to the completion of the New Biohaven
spin-off transaction and other customary closing conditions, including receipt
of regulatory approvals and approval by Biohaven's shareholders. The companies
expect the transaction to close by early 2023.

Pfizer Collaboration Agreement

In November 2021, we entered into the Pfizer Collaboration, pursuant to which
Pfizer would commercialize the product candidates containing the Company's
proprietary compounds rimegepant (BHV-3000) and gains rights to zavegepant
(BHV-3500) (the "Licensed Products") in all countries worldwide outside of the
United States. In consideration thereof, in January 2022 Pfizer made an upfront
payment of $150.0 million to Biohaven upon receipt of the requisite regulatory
approvals needed for the effectiveness of the Collaboration Agreement. In
addition, in January 2022 Pfizer purchased $350.0 million worth of Biohaven
common shares at approximately $173.05 per share, equal to 125% of the volume
weighted average price per share for the 20 consecutive trading days prior to
the signing. We will be eligible to receive an aggregate additional $740.0
million in contingent payments based on specified commercial and sales-based
milestones for the Licensed Products.

We are also entitled to tiered, escalating royalties from the upper teens to
twenty percent of net sales of Licensed Products in the Territory. In general,
Pfizer's obligation to pay royalties continues on a product-by-product and
country-by-country basis until the latest of ten years after the first
commercial sale of such product in such country, the expiration of the patent
rights covering such product in such country or the expiration of the period of
exclusivity applicable to such product in such country. In addition to the
upfront payments, contingent payments and royalties described above, Pfizer will
also compensate us for a pro-rata share of certain of its sales-based milestone
obligations owed to BMS under the BMS License, and related net sales royalties
owed to BMS and RPI that result from Pfizer's commercialization and sale,
respectively, of the Licensed Products in the Territory.

Merger Agreement with BioShin

On November 9, 2021, we entered into an agreement and plan of merger (the
"Bioshin Merger Agreement") with BioShin. The Bioshin Merger Agreement provides
for the merger of a wholly owned indirect subsidiary of the Company with and
into BioShin, with BioShin surviving the merger as a wholly owned indirect
subsidiary of the Company (the "BioShin Merger"). As a result of the
satisfaction of the closing conditions described in the BioShin Merger
Agreement,

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on January 6, 2022, each Series A convertible preferred share of BioShin, no par
value, other than Excluded Shares (as defined in the BioShin Merger Agreement),
was converted into the right to receive 0.080121 of a Biohaven common share.

KU Leuven Agreement

In January 2022, we entered into the KU Leuven Agreement to develop and
commercialize TRPM3 antagonists to address the growing proportion of people
worldwide living with chronic pain disorders. The TRPM3 antagonist platform was
discovered at the Centre for Drug Design and Discovery ("CD3") and the
Laboratory of Ion Channel Research ("LICR") at KU Leuven. Under the KU Leuven
Agreement, we receive exclusive global rights to develop, manufacture and
commercialize KU Leuven's portfolio of small-molecule TRPM3 antagonists. The
portfolio includes the lead candidate, henceforth known as BHV-2100, which has
demonstrated promising efficacy in preclinical pain models and will be the first
to advance towards Phase 1 studies. We will support further basic and
translational research at KU Leuven on the role of TRPM3 in pain and other
disorders. As consideration, KU Leuven received an an upfront cash payment of
$3.0 million and 15,340 shares valued at $1.8 million, and is eligible to
receive additional development, regulatory, and commercialization milestones
payments of up to $327.8 million. In addition, KU Leuven will be eligible to
receive mid-single digit royalties on net sales of products resulting from the
collaboration.

Kv7 Platform Acquisition

In April 2022, the Company closed the acquisition from Knopp Biosciences LLC
("Knopp") of Channel Biosciences, LLC ("Channel"), a wholly owned subsidiary of
Knopp owning the assets of Knopp's Kv7 channel targeting platform (the "Kv7
Platform Acquisition"), pursuant to a Membership Interest Purchase Agreement
(the "Purchase Agreement"), dated February 24, 2022.

In consideration for the Transaction, on April 4, 2022, we made an upfront
payment comprised of $35 million in cash and 493,254 Biohaven common shares,
valued at approximately $58.7 million, ("Biohaven Shares") issued through a
private placement. We also agreed to pay additional success-based payments
comprised of (i) up to $325 million based on developmental and regulatory
milestones through approvals in the United States, EMEA and Japan for the lead
asset, BHV-7000 (formerly known as KB-3061), (ii) up to an additional
$250 million based on developmental and regulatory milestones for the Kv7
pipeline development in other indications and additional country approvals, and
(iii) up to $562.5 million for commercial sales-based milestones of BHV-7000.
These contingent milestone payments may be paid in cash or Biohaven Shares at
our election, but if we elect to pay in Biohaven Shares, such amounts are
subject to increases of a mid-single-digit percentage increase (or in one case,
a ten-percent increase). Additionally, we agreed to make

scaled royalty payments in cash for BHV-7000 and the pipeline programs, starting at high single digits and peaking at low teens for BHV-7000 and starting at mid-single digits and peaking at low tens for the pipeline programs.

We have also given Knopp the option to request a one-time cash true-up payment
from us in December 2022 in the event that Knopp continues to hold Biohaven
Shares issued as a component of the upfront payment and the value of such shares
has declined, subject to certain conditions.

See Note 6, "Acquisitions" for discussion of the accounting for the Kv7 Platform Acquisition.

Taldefgrobep Alfa Platform License

In February 2022, following the transfer of intellectual property we announced
that we entered into a worldwide license agreement with BMS for the development
and commercialization rights to taldefgrobep alfa, a novel, Phase 3-ready
anti-myostatin adnectin. The in-licensing of taldefgrobep expands our portfolio
of innovative, late-stage product candidates for the treatment of neurologic,
neuroinflammatory, and psychiatric indications. Under the terms of the
agreement, we will receive worldwide rights to taldefgrobep alfa and BMS will be
eligible for regulatory approval milestone payments, as well as tiered,
sales-based royalty percentages from the high teens to the low twenties (see
Note 13). We initiated a Phase 3 clinical trial of taldefgrobep alfa in SMA in
July 2022.

Artizan Series A-2 Preferred Stock Purchase

In June 2022, we entered into an Amendment to our Series A-2 Preferred Stock
Purchase Agreement with Artizan. Under the Amendment, we made a cash payment of
$4.0 million in exchange for 22,975,301 shares of series A-2 preferred stock of
Artizan out of a total of 45,950,601 shares of series A-2 preferred stock of
Artizan for a total raise of $8.0 million (the "A2 Extension Raise"). Along with
the Amendment, we and Artizan executed a non-binding indication of interest
("Artizan Side Letter") which describes terms under which we and Artizan would
amend the 2020 Artizan Agreement to eliminate certain milestone payments
required by us in exchange for limiting our option to the selection of the first
(ARZC-001) licensed product. The Artizan Side Letter requires Artizan to commit
at least 80% of the funds raised in the A-2 Extension Raise to a certain program
and to raise $35.0 million of additional capital within a certain time.

Components of Our Results of Operations

Product Revenue, Net

We began to recognize revenue from product sales, net of rebates, chargebacks,
discounts and other adjustments, in March 2020 in conjunction with the launch of
our first product, NURTEC ODT. We will continue to evaluate trends related to
revenue

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momentum for NURTEC ODT, including any discernible impacts of the COVID-19 pandemic. If our development efforts for our other product candidates are successful and result in regulatory approval, or additional license agreements with third parties, we may generate additional revenue in the future from product sales.

Collaboration and other revenue

We enter into licensing and collaboration agreements in which we are entitled to
receive up-front payments, certain milestone payments and royalties. In November
2021, we entered into a collaboration and license agreement and related
sublicense agreement with Pfizer, pursuant to which Pfizer would commercialize
the Licensed Products in all countries worldwide outside of the United States
(see Note 13).

Pursuant to ASC 606, during the six months ended June 30, 2022 we recorded a
portion of the transaction price received in connection with the Collaboration
Agreement to collaboration and other revenue on the condensed consolidated
statements of operations and comprehensive loss for the amount representing
performance obligations which had been satisfied during the period, including
the transfer of intellectual property to Pfizer.

Operating Expenses

Cost of Sales

Cost of sales includes direct and indirect costs related to the manufacturing
and distribution of NURTEC, including third-party manufacturing costs, packaging
services, freight-in, third-party royalties payable on our net product revenues
and amortization of intangible assets associated with NURTEC ODT.

Research and Development Expenses

Research and development expenses consist primarily of costs incurred in connection with the development of our product candidates. We expense research and development costs as incurred. These expenses include:

•expenses incurred under agreements with contract research organizations ("CROs") or contract manufacturing organizations ("CMOs"), as well as investigative sites and consultants that conduct our clinical trials, preclinical studies and other scientific development services;

•manufacturing scale-up expenses and the cost of acquiring and manufacturing
preclinical and clinical trial materials and commercial materials, including
manufacturing validation batches;

•employee-related expenses, including salaries, benefits, travel and non-cash share-based compensation expense for

employees engaged in research and development functions;

•costs related to compliance with regulatory requirements;

•development milestone payments incurred prior to regulatory approval of the product candidate; and

•payments made in cash, equity securities or other forms of consideration under
third-party licensing or other agreements prior to regulatory approval of the
product candidate.

We recognize external development costs based on an evaluation of the progress
to completion of specific tasks using estimates of our clinical personnel or
information provided to us by our service providers.

Our external direct research and development expenses are tracked on a
program-by-program basis for our product candidates and consist primarily of
external costs, such as fees paid to outside consultants, CROs, CMOs, and
central laboratories in connection with our preclinical development, process
development, manufacturing and clinical development activities. Our direct
research and development expenses by program also include fees and certain
development milestones incurred under license agreements. We do not allocate
employee costs, or other indirect costs, to specific programs because these
costs are deployed across multiple programs and, as such, are not separately
classified. We use internal resources primarily to oversee the research and
development as well as for managing our preclinical development, process
development, manufacturing and clinical development activities. Many employees
work across multiple programs, and we do not track personnel costs by program.

Product candidates in later stages of clinical development generally have higher
development costs than those in earlier stages of clinical development,
primarily due to the increased size and duration of later-stage clinical trials.
As a result, we expect that our research and development expenses will remain
significant over the next several years as we increase personnel costs, conduct
late-stage clinical trials, and prepare regulatory filings for our product
candidates. We also expect to incur additional expenses related to milestone and
royalty payments payable to third parties with whom we have entered into license
agreements to acquire the rights to our product candidates.

The successful development and commercialization of our product candidates is
highly uncertain. At this time, we cannot reasonably estimate or know the
nature, timing and costs of the efforts that will be necessary to complete the
preclinical and clinical development of any of our product candidates or when,
if ever, material net cash inflows may commence from any of our product
candidates. This uncertainty is due to the

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numerous risks and uncertainties associated with product development and commercialization, including the uncertainty of:

•the scope, progress, outcome and costs of our preclinical development activities, clinical trials and other research and development activities;

•establishment of an appropriate safety profile with IND-enabling studies;

•successful patient enrollment in, and the initiation and completion of, clinical trials;

•the timing, receipt and terms of any marketing approvals from applicable regulatory authorities;

•establishment of commercial manufacturing capabilities or making arrangements with third-party manufacturers;

•development and timely delivery of commercial-grade drug formulations that can be used in our clinical trials and for commercial launch;

•acquisition, maintenance, defense and enforcement of patent claims and other intellectual property rights;

•significant and changing government regulation;

•initiation of commercial sales of our product candidates, if and when approved, whether alone or in collaboration with others; and

•maintenance of a continued acceptable safety profile of the product candidates following approval.

Selling, General and Administrative Expenses

Selling, general and administrative expenses consist primarily of personnel
costs, including salaries, benefits and travel expenses for our executive,
commercial, finance, business, corporate development and other administrative
functions; and non-cash share-based compensation expense. Selling, general and
administrative expenses also include facilities and other related expenses,
including rent, depreciation, maintenance of facilities, insurance and supplies;
professional fees for expenses incurred under agreements with third parties
relating to the commercialization of NURTEC ODT; and for public relations,
audit, tax and legal services, including legal expenses to pursue patent
protection of our intellectual property.

We anticipate that our selling, general and administrative expenses, including payroll and related expenses, will remain significant in the future as we

continue to expand our operations and organizational capabilities, continue to
support our commercial activities associated with NURTEC ODT, and prepare for
potential commercialization of our product candidates, if successfully developed
and approved. We also anticipate increased expenses associated with general
operations, including costs related to accounting and legal services, director
and officer insurance premiums, facilities and other corporate infrastructure
and office-related costs, such as information technology costs.

Other Income (Expense)

Interest Expense

Interest expense primarily consists of interest on our outstanding term loan
with Sixth Street Specialty Lending, Inc., which includes interest expense on
the outstanding loan balance, accretion of the debt discount and amortization of
issuance costs. Our interest expense also includes implied interest on our
finance leases associated with our commercial car fleet. We utilize the
effective interest method to determine our interest expense on the term loan and
finance leases and the straight-line method for the amortization of the debt
issuance costs.

Interest Expense on Mandatorily Redeemable Preferred Shares

Interest expense on mandatorily redeemable preferred shares is being recognized
in connection with the issuance of series A preferred shares and series B
preferred shares pursuant to the Series A preferred share purchase agreement and
Series B preferred shares forward contracts we entered into with RPI. Since we
are required to redeem the series A preferred shares for 2x the original
purchase price in equal quarterly installments by December 31, 2024 and the
series B preferred shares for 1.77x the original purchase price in equal
installments beginning on March 31, 2025 and ending December 31, 2030, we
concluded that the Series A preferred shares and Series B preferred shares are
mandatorily redeemable instruments and initially classified the preferred shares
at their fair value as a liability. Interest expense on the mandatorily
redeemable preferred shares represents the accretion of the carrying value of
the preferred shares liability to its redemption value using the effective
interest rate method.

Change in Fair Value of Derivatives

The fair value of our derivative liabilities are determined based on significant
inputs not observable in the market, which represent Level 3 measurements within
the fair value hierarchy. We utilized the with-and-without valuation method to
determine the fair value of our derivative liabilities. As inputs into the
valuations, we assessed a change of control as highly probable by early 2023,
and considered the amount and timing of the payments with and without a change
of control and risk-adjusted discount rates ranging from low single-digits to
mid-twenties. In accordance with ASC 815, Derivatives

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and Hedging, the fair value of the derivatives are recorded on the condensed
consolidated balance sheets as derivative liabilities with changes in fair value
recorded in other income (expense) in the condensed consolidated statements of
operations and comprehensive loss. If factors change and different assumptions
are used, the fair value of the derivative liabilities and related gains or
losses could be materially different in the future.

Interest Expense on Liability Related to Sale of Future Royalties

We have accounted for the 2018 RPI Funding Agreement and a unit of accounting of
the 2020 RPI Funding Agreement with RPI Trust both as liability financings,
primarily because they have significant continuing involvement in generating the
future revenue on which the royalties are based. The liabilities related to sale
of future royalties and the related interest expense are measured based on our
current estimate of the timing and amount of future royalties expected to be
paid over the estimated terms of the 2018 RPI Funding Agreement and 2020 RPI
Funding Agreement. The liabilities are amortized using the effective interest
rate method, resulting in recognition of interest expense over the estimated
term of the agreement. Each reporting period, we assess the estimated timing and
amount of future expected royalty payments over the estimated terms. If there is
a change to one of the estimates, we recognize the impact to the liability's
amortization schedule and the related interest expense prospectively. Our
estimate of the amount of expected future royalties to be paid considers the
probability of success of compounds not yet approved for sale, and market
penetration rates, compliance rate, and net pricing of both NURTEC ODT and
compound not yet approved for sale. Additionally, the transaction costs
associated with the liabilities will be amortized to interest expense over the
estimated term of the 2018 RPI Funding Agreement and 2020 RPI Funding Agreement,
respectively.

Gain from Equity Method Investment

Prior to our acquisition of Kleo in January 2021, we owned approximately 41.9%
of the outstanding shares as of December 31, 2020, and accounted for our
investment in Kleo under the equity method of accounting. As a result, our
proportionate share of Kleo's net income or loss each reporting period was
included in other income (expense), net, in our condensed consolidated
statements of operations and comprehensive loss and results in a corresponding
adjustment to the carrying value of the equity method investment on our
condensed consolidated balance sheet.

On January 4, 2021, we acquired the rest of the shares of Kleo, and post-transaction we own 100% of the outstanding shares of Kleo.

Provision for Income Taxes

As a company incorporated in the British Virgin Islands ("BVI"), we are
principally subject to taxation in the BVI. Under the current laws of the BVI,
tax on a company's income is assessed at a zero percent tax rate. As a result,
we have not recorded any income tax benefits from losses incurred in the BVI
during each reporting period, and no net operating loss carryforwards will be
available to us for those losses. We have historically outsourced all of the
research and clinical development for our programs under a master services
agreements with our wholly owned subsidiary, Biohaven Pharmaceuticals, Inc., a
Delaware corporation ("BPI"). As a result of providing services under this
agreement and profit from US commercial sales of NURTEC ODT, BPI was profitable
during the six months ended June 30, 2022 and 2021, and BPI is subject to
taxation in the United States.

In August 2020, we completed an intra-entity asset transfer of certain of our
intellectual property to our Irish subsidiary. As a result of the transfer, we
recorded a deferred tax asset of $875.0 million for the step up in tax basis
received pursuant to Irish tax law. Based on our analysis of all available
objective evidence, we concluded that it was more likely than not that the
deferred tax asset from the intra-entity transfer will not be realized due to
the lack of net operating income history of our subsidiary. Therefore, we
established a full valuation allowance against our net deferred tax asset in
Ireland.

We continue to maintain a valuation allowance against our US deferred tax
assets. We periodically review our position and have determined that a full
valuation allowance on these assets was appropriate due to future stock based
compensation deductions as of June 30, 2022. We will continue to evaluate the
need for a valuation allowance on our deferred tax assets until there is
sufficient positive evidence to support the reversal of all or some portion of
these allowances. We anticipate the commercialization of NURTEC ODT will result
in future earnings and believe sufficient positive evidence may become available
to allow us to reach a conclusion that a significant portion, or all, of the
valuation allowance will no longer be needed. Release of the valuation allowance
would result in the recognition of certain deferred tax assets and a decrease to
income tax expense for the period the release is recorded. However, the exact
timing and amount of the valuation allowance release is subject to change on the
basis of the level of profitability that we are able to actually achieve.

In January 2021, we completed the acquisition of Kleo. The acquisition and
inclusion of Kleo did not result in a material impact on the provision for
income taxes or the effective tax rate for the three and six months ended June
30, 2022 or 2021. We recorded a full valuation allowance against our Kleo US
deferred tax assets and will periodically review our position and have
determined that a full valuation allowance on these

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assets was appropriate due to Kleo's cumulative loss history. We will continue
to evaluate the need for a valuation allowance on our deferred tax assets until
there is sufficient positive evidence to support the reversal of all or some
portion of these allowances.

We recorded income tax provisions during the three and six months ended June 30, 2022 of $0.1 million and $24.4 million, respectively and

$4.4 million and $8.2 million during the three and six months ended June 30,
2021, respectively. The income tax provisions recorded primarily represent US
federal and state taxes resulting from general business credit limitations in
2021 and the mandatory capitalization of R&D expenses effective January 1, 2022
under the Tax Cuts and Jobs Act.

Results of Operations

Comparison of the Three Months Ended June 30, 2022 and 2021

The following tables summarize our results of operations for the three months ended June 30, 2022 and 2021:

                                                                      Three Months Ended June 30,
                                                                        2022                  2021               Change
 In thousands
Revenues:
Product revenue, net                                             $       193,954          $   92,933          $  101,021
Collaboration and other revenue                                           21,125                   -              21,125
Total revenues                                                           215,079              92,933             122,146

Operating expenses:
Cost of sales                                                             35,741              17,339              18,402
Research and development                                                 218,480              77,428             141,052
Selling, general and administrative                                      250,455             170,057              80,398
Total operating expenses                                                 504,676             264,824             239,852
Loss from operations                                                    (289,597)           (171,891)           (117,706)
Other income (expense):
Interest expense                                                         (17,114)             (7,836)             (9,278)

Interest expense on mandatorily redeemable preferred shares

                                                                    (8,077)             (8,042)                (35)

Interest expense on liability related to sale of future royalties

                                                                (18,045)            (14,499)             (3,546)

Change in fair value of derivatives                                     (111,197)             (1,490)           (109,707)

Other income (expense), net                                                2,229              (3,051)              5,280
Total other expense, net                                                (152,204)            (34,918)           (117,286)
Loss before provision for income taxes                                  (441,801)           (206,809)           (234,992)
Provision for income taxes                                                    84               4,350              (4,266)
Net loss                                                                (441,885)           (211,159)           (230,726)
Net loss attributable to non-controlling interests                           498                 540                 (42)

Net loss attributable to common shareholders of Biohaven Pharmaceutical Holding Company Ltd.

                              $      

(441,387) $ (210,619) $ (230,768)

Product revenue, net

Net product revenue was $194.0 million for the three months ended June 30, 2022,
compared to $92.9 million for the three months ended June 30, 2021. The increase
of $101.0 million in net product revenues is primarily due to increased NURTEC
ODT sales volume as well as an increase in average pills per prescription during
the during the three months ended June 30, 2022, compared to the three months
ended June 30, 2021. The increase was partially offset by additional rebate
contracts and improved allowances from patient affordability support.

Collaboration and other revenue

Collaboration and other revenue was $21.1 million for the three months ended
June 30, 2022. No  collaboration and other revenue was recognized for the three
months ended June 30, 2021. The collaboration and other revenue recognized
during the three months ended June 30, 2022 was primarily due variable
consideration of $20.0 million recognized as part of our Collaboration Agreement
with Pfizer (see Note 13).

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Cost of Sales

Cost of sales was $35.7 million for the three months ended June 30, 2022,
compared to $17.3 million for the three months ended June 30, 2021. Our cost of
sales is related to royalties on net sales payable to BMS under a license
agreement, manufacturing costs for NURTEC ODT, certain distribution costs and
amortization of intangible assets related to milestone

payments to BMS and Catalent, Inc. ("Catalent"). See Note 13 "Collaboration,
License and Other Agreements" to our condensed consolidated financial statements
for more information on the BMS agreements. The increase of $18.4 million in
costs of goods sold was primarily due to increased NURTEC ODT sales during the
three months ended June 30, 2022, compared to the three months ended June 30,
2021.

Research and Development Expenses

                                                                    Three Months Ended June 30,
                                                                      2022                  2021              Change
In thousands
Direct research and development expenses by program:
BHV-7000                                                       $       119,515          $       -          $ 119,515
Rimegepant                                                              24,309             13,976             10,333
Troriluzole                                                             13,125             13,068                 57
Zavegepant                                                               6,690             11,470             (4,780)
Verdiperstat                                                             4,014              8,613             (4,599)
BHV-2000                                                                 4,126                  -              4,126
TRPM3                                                                      277                  -                277
Other programs                                                           2,933                 38              2,895
Unallocated research and development costs:
Personnel related (including non-cash share-based
compensation)                                                           32,091             19,919             12,172

Preclinical research programs                                            5,254              4,706                548
Other                                                                    6,146              5,638                508
Total research and development expenses                        $       

218,480 $ 77,428 $ 141,052

R&D expenses, including non-cash share-based compensation costs, were $218.5
million for the three months ended June 30, 2022, compared to $77.4 million for
the three months ended June 30, 2021. The increase of $141.1 million was
primarily due to an increase of $119.5 million in expense for BHV-7000, an
increase of $10.3 million in program expenses for rimegepant, and an increase of
$12.2 million in personnel costs related to increases in headcount. The $119.5
million increase in expense for BHV-7000 was primarily due to the Kv7 Platform
Acquisition, which resulted in $93.7 million of expense recorded to R&D during
the three months ended June 30, 2022, and a $25.0 million milestone payment
accrued during the second quarter of 2022 which became payable in June 2022.
These increases were partially offset by a decrease in program expense for
zavegepant of $4.8 million, primarily due to the conclusion of a Phase 3
clinical trial for the acute treatment of migraines in December 2021 with
positive topline results, and a decrease in program expense for Verdiperstat of
$4.6 million. Non-cash share-based compensation expense was $16.6 million for
the three months ended June 30, 2022, an increase of $7.4 million as compared to
the same period in 2021. The increase in non-cash share-based compensation
expense was primarily due to increases in headcount and the amortization of our
annual equity incentive awards granted in the first quarter of 2022 which had an

increased fair value per award than the annual equity incentive awards granted in the first quarter of 2021.

Selling, General and Administrative Expenses

SG&A expenses, including non-cash share-based compensation costs, were $250.5
million for the three months ended June 30, 2022, compared to $170.1 million for
the three months ended June 30, 2021. The increase of $80.4 million was
primarily due to increases in spending to support the increased commercial sales
of NURTEC ODT, including the launch of NURTEC ODT for the preventative treatment
of migraine which was approved by the FDA in May of 2021. The increased spending
included increases in marketing and advertising expenses, professional fees and
non-cash share based compensation. Additionally, approximately $9.6 million of
the increased SG&A expense related to fees incurred in connection with the
Pfizer Merger, including increased legal and accounting costs. Less than half of
the SG&A expense was for commercial organization personnel costs, excluding
non-cash share-based compensation expense. Non-cash share-based compensation
expense was $23.6 million for the three months ended June 30, 2022, an increase
of $7.3 million as compared to the same period in 2021. The increase in non-cash
share-based compensation expense was primarily due to increases in headcount

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and the amortization of our annual equity incentive awards granted in the first quarter of 2022 which had an increased fair value per award than the annual equity incentive awards granted in the first quarter of 2021.

Other Expense, Net

Other expense, net was $152.2 million for the three months ended June 30, 2022,
compared to net expense of $34.9 million for the three months ended June 30,
2021. The increase of $117.3 million in net expense was primarily due to the
change in fair value of derivative liabilities, as well as increased interest
expense as a result of additional borrowings under our

debt facility (see Note 4 "Fair Value of Financial Assets and Liabilities" and Note 14 "Debt.")

Provision for Income Taxes

We recorded an income tax provision of $0.1 million for the three months ended
June 30, 2022, compared to a provision for income taxes of $4.4 million for the
three months ended June 30, 2021. The decrease in income tax expense of $4.3
million was primarily attributable to the timing of income subject to taxation
for the Company's profitable operations in the United States.

Comparison of the Six Months Ended June 30, 2022 and 2021

The following tables summarize our results of operations for the six months ended June 30, 2022 and 2021:

                                                                   Six Months Ended June 30,
                                                                   2022                    2021               Change
In thousands
Product revenue, net                                       $      317,544              $  136,756          $  180,788
Collaboration and other revenue                                   216,387                       -             216,387
Total revenues                                                    533,931                 136,756             397,175
Operating expenses:
Cost of sales                                                      62,083                  30,201              31,882
Research and development                                          337,579                 184,539             153,040
Selling, general and administrative                               477,698                 329,580             148,118
Total operating expenses                                          877,360                 544,320             333,040
Loss from operations                                             (343,429)               (407,564)             64,135
Other income (expense):
Interest expense                                                  (34,330)                (15,567)            (18,763)

Interest expense on mandatorily redeemable preferred shares

                                                            (15,994)                (15,985)                 (9)
Interest expense on liability related to sale of
future royalties                                                  (35,359)                (28,007)             (7,352)
Change in fair value of derivatives                              (107,593)                 (1,700)           (105,893)
Gain (loss) from equity method investment                               -                   5,261              (5,261)
Other                                                               2,310                  (4,751)              7,061
Total other expense, net                                         (190,966)                (60,749)           (130,217)
Loss before provision for income taxes                           (534,395)               (468,313)            (66,082)
Provision for income taxes                                         24,387                   8,174              16,213
Net loss                                                         (558,782)               (476,487)            (82,295)
Net loss attributable to non-controlling interests                    996                     900                  96

Deemed dividend upon repurchase of preferred shares in consolidated subsidiary

                                        (92,673)                      -             (92,673)
Net loss attributable to Biohaven Pharmaceutical
Holding Company Ltd.                                       $     (650,459)             $ (475,587)         $ (174,872)


Product revenue, net

We began recording product revenues in the first quarter of 2020 following the
approval of NURTEC ODT by the FDA on February 27, 2020 and its subsequent
commercial launch in the U.S. in March 2020. Net product revenue was $317.5
million for the six months ended June 30, 2022, compared to $136.8 million for
the six months ended June 30, 2021. The increase of $180.8 million in net
product revenues is primarily due to

increased NURTEC ODT sales volume as well as an increase in average pills per
prescription during the six months ended June 30, 2022 compared the six months
ended June 30, 2021. The increase partially offset by additional rebate
contracts and improved allowances from patient affordability support.

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Collaboration and other revenue

Collaboration and other revenue was $216.4 million for the six months ended June
30, 2022. No collaboration and other revenue was recognized for the six months
ended June 30, 2021. The collaboration and other revenue recognized during the
six months ended June 30, 2022 was primarily due to $194.4 million recognized
upon the satisfaction of our performance obligation for the delivery of the
license and sublicense to commercialize Rimegepant outside of the U.S. as part
of our Collaboration Agreement with Pfizer (see Note 13). In addition, in the
second quarter of 2022 we recognized $20.0 million of variable consideration
relating to our Collaboration Agreement with Pfizer.

Cost of Sales

Cost of sales was $62.1 million for the six months ended June 30, 2022, compared
to $30.2 million for the six months ended June 30, 2021. Our cost of sales is
related to royalties on net sales payable to BMS under a license agreement,
manufacturing costs for NURTEC ODT, certain distribution costs and amortization
of intangible assets related to milestone payments to BMS and Catalent. The
increase of $31.9 million in cost of sales was primarily due to increased NURTEC
ODT sales during the six months ended June 30, 2022, compared to the six months
ended June 30, 2021.

Research and Development Expenses

                                                               Six Months Ended June 30,
                                                                2022                  2021              Change
In thousands
Direct research and development expenses by
program:
BHV-7000                                                  $      119,515          $       -          $ 119,515
Rimegepant                                                        43,425             30,968             12,457
Troriluzole                                                       26,642             29,682             (3,040)
Zavegepant                                                        14,164             34,218            (20,054)
Verdiperstat                                                       9,093             15,401             (6,308)
BHV-2000                                                           7,006                  -              7,006
TRPM3                                                              6,154                  -              6,154
  Other programs                                                   5,721                 42              5,679
Unallocated research and development costs:
Personnel related (including non-cash share-based
compensation)                                                     83,252             50,596             32,656
Preclinical research programs                                     11,325             15,188             (3,863)
Other                                                             11,282              8,444              2,838
Total research and development expenses                   $      337,579

$ 184,539 $ 153,040

R&D expenses, including non-cash share-based compensation costs, were $337.6
million for the six months ended June 30, 2022, compared to $184.5 million for
the six months ended June 30, 2021. The increase of $153.0 million was primarily
due to an increase of $119.5 million in expense for BHV-7000, an increase of
$12.5 million in program expenses for rimegepant, and an increase of $32.7
million in personnel costs related to increases in headcount. The $119.5 million
increase in expense for BHV-7000 was primarily due to the Kv7 Platform
Acquisition, which resulted in $93.7 million of expense recorded to R&D during
the three months ended June 30, 2022, and a $25.0 million milestone payment
accrued during the second quarter of 2022 which became payable in June 2022.
These increases were partially offset by a decrease in program expense for
zavegepant of $20.1 million, primarily due to the conclusion of a Phase 3
clinical trial for the acute treatment of migraines in December 2021 with
positive topline results, and a decrease in program expense for Verdiperstat of
$6.3 million. Non-cash share-based compensation expense

was $50.6 million for the six months ended June 30, 2022, an increase of $21.2
million as compared to the same period in 2021. The increase in non-cash
share-based compensation expense was primarily due to increases in headcount and
our annual equity incentive awards granted in the first quarter of 2022 which
had an increased fair value per award than the annual equity incentive awards
granted in the first quarter of 2021.

Selling, General and Administrative Expenses

SG&A expenses, including non-cash share-based compensation costs, were $477.7
million for the six months ended June 30, 2022, compared to $329.6 million for
the six months ended June 30, 2021. The increase of $148.1 million was primarily
due to increases in spending to support the increased commercial sales of NURTEC
ODT, including the launch of NURTEC ODT for the preventative treatment of
migraine which was approved by the FDA in May of 2021. The increased spending
included increases in marketing and advertising expenses, professional fees and
non-cash share based compensation. Less than half of the

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SG&A expense was for commercial organization personnel costs, excluding non-cash
share-based compensation expense. Additionally, approximately $9.6 million of
the increased SG&A expense related to fees incurred in connection with the
Pfizer Merger, including increased legal and accounting costs. Less than half of
the SG&A expense was for commercial organization personnel costs, excluding
non-cash share-based compensation expense. Non-cash share-based compensation
expense was $71.5 million for the six months ended June 30, 2022, an increase of
$26.5 million as compared to the same period in 2021. The increase in non-cash
share-based compensation expense was primarily due to increases in headcount and
our annual equity incentive awards granted in the first quarter of 2022 which
had an increased fair value per award than the annual equity incentive awards
granted in the first quarter of 2021.

Other Expense, Net

Other expense, net was a net expense of $191.0 million for the six months ended
June 30, 2022, compared to net expense of $60.7 million for the six months ended
June 30, 2021. The increase of 130.2 million in net expense was primarily due to
the change in fair value of our derivative liabilities, as well as increased
interest expense as a result of additional borrowings under our debt facility
(see Note 4 "Fair Value of Financial Assets and Liabilities" and Note 14
"Debt.").

Provision for Income Taxes

We recorded a provision for income taxes of $24.4 million for the six months ended June 30, 2022,

compared to a provision for income taxes of $8.2 million for the six months ended June 30, 2021. The increase in income tax expense of was primarily attributable the mandatory capitalization of R&D expenses effective January 1, 2022 under the Tax Cuts and Jobs Act, offset by an increased benefit to the Company's foreign derived intangible income deduction.

Liquidity and Capital Resources

Since our inception, we have incurred significant operating losses and negative
cash flows from our operations. We have funded our operations primarily with
proceeds from sales of our common and preferred equity, sales of revenue
participation rights related to future royalties, proceeds from a senior secured
credit facility and the Collaboration Agreement with Pfizer. In addition, we
began to generate net product revenue in the first quarter of 2020 in
conjunction with the launch of our first product, NURTEC ODT.

As of June 30, 2022, we had cash and cash equivalents of $235.8 million, excluding restricted cash of $0.8 million. Cash in excess of immediate requirements is invested in marketable securities with a view to liquidity and capital preservation. As of June 30, 2022, we had marketable securities of $317.7 million. We continuously assess our working capital needs, capital expenditure requirements, and future investments or acquisitions.

Cash Flows

The following table summarizes our cash flows for each of the periods presented:

                                                                         Six Months Ended June 30,
                                                                         2022                    2021               Change
In thousands
Net cash used in operating activities                            $     (157,680)             $ (432,716)         $  275,036
Net cash (used in) provided by investing activities                    (187,301)                160,636            (347,937)
Net cash provided by financing activities                               409,917                 446,187             (36,270)
Effect of exchange rate changes on cash and cash
equivalents and restricted cash                                          (2,722)                   (189)             (2,533)

Net increase in cash, cash equivalents and restricted cash $ 62,214

$  173,918          $ (111,704)

Operating Activities

During the six months ended June 30, 2022, net cash used in operating activities
was $157.7 million, a decrease of $275.0 million as compared to the six months
ended June 30, 2021. The decrease in net cash used in operations was primarily
due to $248.0 million in upfront consideration received from Pfizer at the
closing of the Collaboration Agreement in January 2022 and an increase in cash
receipts from an increase in net product revenue from sales of NURTEC ODT,
partially offset by an increase in SG&A expenses due to increased costs to
support the commercial growth of NURTEC ODT

and an increase in R&D expenses to support our portfolio of late stage product candidates and preclinical assets.

Investing Activities

During the six months ended June 30, 2022, net cash used in investing activities
was $187.3 million, an increase of $347.9 million as compared to the six months
ended June 30, 2021. The increase in net cash used in investing activities was
primarily due the $93.7 million acquisition of the Kv7 platform of which
$35.0 million was paid in cash and the remainder in

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Biohaven common shares, an increase of $246.8 million in purchases of marketable
securities, a decrease of $45.4 million in sales and maturities of marketable
securities, and an increase of $20.0 million due to a payment for an intangible
asset during the six months ended June 30, 2022. The $20.0 million payment for
an intangible asset is a milestone payment to BMS related to the approval of
Vydura (rimegepant) in the European Union.

Financing Activities

During the six months ended June 30, 2022, net cash provided by financing
activities was $409.9 million, a decrease of $36.3 million compared to the six
months ended June 30, 2021.  The decrease in net cash provided by financing
activities was primarily due to a decrease in proceeds from the issuance of
common shares of $56.7 million and non-recurring cash proceeds of $100.0 million
from RPI related to the 2020 RPI Funding Agreement during the six months ended
June 30, 2022, partially offset by a $125.0 million increase in proceeds from
issuance of long-term debt.

Pfizer Collaboration Agreement

In November 2021, we entered into the Collaboration Agreement with Pfizer,
pursuant to which Pfizer would commercialize the Licensed Products in all
countries worldwide outside of the United States. In consideration thereof, in
January 2022 Pfizer made an upfront payment of $150.0 million to Biohaven upon
receipt of the requisite regulatory approvals needed for the effectiveness of
the Collaboration Agreement. In addition, in January 2022 Pfizer purchased
$350.0 million worth of Biohaven common shares at approximately $173.05 per
share. We will be eligible to receive an aggregate additional $740.0 million in
contingent payments based on specified commercial and sales-based milestones for
the Licensed Products.

We are also entitled to tiered, escalating royalties from the upper teens to
twenty percent of net sales of Licensed Products in the Territory. In general,
Pfizer's obligation to pay royalties continues on a product-by-product and
country-by-country basis until the latest of ten years after the first
commercial sale of such product in such country, the expiration of the patent
rights covering such product in such country or the expiration of the period of
exclusivity applicable to such product in such country. In addition to the
upfront payments, contingent payments and royalties described above, Pfizer will
also compensate us for a pro-rata share of certain of our sales-based milestone
obligations owed to BMS under the BMS License, and related net sales royalties
owed to BMS and RPI that result from Pfizer's commercialization and sale,
respectively, of the Licensed Products in the Territory. As of June 30, 2022, we
have recognized $20.0 million of variable consideration related to the
collaboration agreement with Pfizer. See Note 13, "Collaboration, License and
Other Agreements" to the Condensed Consolidated Financial Statements included in
this report for

additional information regarding our Collaboration Agreement with Pfizer.

Credit Facility

In August 2020, we entered into a financing agreement, as amended, with the
Lenders pursuant to which the Lenders agreed to extend a senior secured credit
facility to the Company providing for term loans in an aggregate principal
amount up to $500.0 million, plus any capitalized interest paid in kind. We drew
an Initial Term Loan of $275.0 million at closing in August 2020 (the "Initial
Term Loan" and had $100.0 million of immediately available delayed draw term
loan commitments and $125.0 million of delayed draw term loans available upon
achievement of the Delay Draw Sales Milestone (as defined in the Sixth Street
Financing Agreement).

In March 2021, we entered into Amendment No. 1 (the "First Amendment") to the
financing agreement pursuant to which the parties agreed to, among other things,
remove the Delayed Draw Sales Milestone tied to the availability of the
$125.0 million tranche of delayed draw term loans. In August 2021, we drew the
$125.0 million tranche of delayed draw term loans (the "DDTL-2").

In September 2021, we entered into Amendment No. 2 (the "Second Amendment") to
the financing agreement. Pursuant to the Second Amendment, the parties agreed
to, among other things, increase the size of the credit facility by providing
for additional term loans in an aggregate principal amount of $250.0 million for
a total facility size of $750.0 million plus any capitalized interest paid in
kind. At the closing of the Second Amendment, we drew an initial term loan of
$125.0 million (the "2021 Term Loan") and $100.0 million of delayed draw term
loan commitments (the "DDTL-1"). The remaining $125.0 million in delayed draw
term loan commitments (the "2021 DDTL Commitment") was available to be drawn by
the Borrowers until December 31, 2021 (the "Delayed Draw Term Loan Commitment
Termination Date").

In November 2021, we entered into Amendment No. 3 and Limited Consent to
Financing Agreement ("the Third Amendment and Limited Consent") to our Sixth
Street Financing Agreement. Pursuant to the Third Amendment and Limited Consent,
the Lenders consented to our entry into the Collaboration Agreement with Pfizer.

In December 2021, we entered into Amendment No. 4 (the "Fourth Amendment") to
the financing agreement (as previously amended and as amended by the Fourth
Amendment, the "Sixth Street Financing Agreement"), pursuant to which the
parties agreed to, among other things, extend the Delayed Draw Term Loan
Commitment Termination Date to June 30, 2022. In June 2022, we drew the
remaining $125.0 million term loan available under the 2021 DDTL Commitment (the
"DDTL-3").

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2020 Loans

In August 2020, we borrowed the Initial Term Loan for total proceeds of $262.2
million, net of discounts and issuance costs. In August 2021, we borrowed the
DDTL-2 for total proceeds of $123.8 million, net of discounts and issuance
costs. The DDTL-2 was borrowed under the same financing terms as the Initial
Term Loan. The Initial Term Loan and the DDTL-2 (collectively, the "August 2020
Loans") become due and payable in August 2025. The August 2020 Loans accrue
interest at a variable rate, with interest paid on a quarterly basis. The
interest rate on the August 2020 Loans as of June 30, 2022 was 11.25%. We have
the option to pay-in-kind up to 4.0% interest per annum for the first two years
and have elected to pay-in-kind the maximum amount for all interest payments as
of June 30, 2022. The proceeds from the August 2020 Loans are being used for
general corporate purposes.

2021 Loans

In September 2021, we borrowed the 2021 Term Loan for total proceeds of $119.7
million, the DDTL-1 for total proceeds of $97.8 million, and in June 2022, the
DDTL-3 for total proceeds of $123.3 million (collectively, the September 2021
Loans"), net of discounts and issuance costs. The September 2021 Loans become
due and payable in September 2026. The September 2021 Loans accrue interest at a
variable rate, with interest paid on a quarterly basis. The interest rate on the
September 2021 Loans as of June 30, 2022 was 10.50%. We have the option to
pay-in-kind up to 4.0% interest per annum for the first two years that the loans
are outstanding. The proceeds from the September 2021 Loans are being used for
general corporate purposes.

Equity Distribution Agreement

In December 2020, we entered into an equity distribution agreement in which we
may offer and sell common shares having an aggregate offering price of up to
$400.0 million from time to time through or to the sales agents, acting as our
agents or principals (the "Equity Distribution Agreement"). Sales of our common
shares, if any, will be made in sales deemed to be "at the market offerings".
The sales agents are not required to sell any specific amount of securities but
will act as our sales agents using commercially reasonable efforts consistent
with their normal trading and sales practices, on mutually agreed terms between
the sales agents and us. We currently plan to use the net proceeds from the
offering for general corporate purposes.

As of June 30, 2022, we have issued and sold 939,328 common shares for net proceeds of approximately $78.7 million all in the first quarter of 2021 under the Equity Distribution Agreement.

Series B Preferred Shares Forward Contracts

In August 2020, we entered into the Series B preferred share agreement, whereby RPI will invest in the Company through the purchase of up to 3,992 Series

B preferred shares at a price of $50,100 per share for aggregate proceeds of
approximately $200.0 million (the "RPI Series B Preferred Share Agreement"). The
shares will be issued in quarterly increments from March 31, 2021 to December
31, 2024. We are required to redeem the Series B Preferred Shares for 1.77 times
the original purchase price, payable beginning March 31, 2025 in equal quarterly
installments through December 31, 2030. The gross proceeds from the transaction
with RPI will be used for the clinical development of zavegepant and other
general corporate purposes

As of June 30, 2022, we have issued 1,988 Series B preferred shares to RPI for proceeds of $99.6 million.

Funding Requirements

We expect our expenses to increase in connection with our ongoing activities, particularly as we:

•continue and expand our commercial activities related to NURTEC ODT for the acute and preventive treatment of migraine;

•advance and expand the clinical development in our CGRP receptor antagonism, glutamate modulation, MPO inhibition, Kv7, and Myostatin inhibition programs;

•continue to initiate and progress other supporting studies required for regulatory approval of our product candidates, including long-term safety studies, drug-drug interaction studies, preclinical toxicology and carcinogenicity studies;

•make required milestone and royalty payments under the license agreements by which we acquired some of the rights to our product candidates;

•initiate preclinical studies and clinical trials for any additional indications
for our current product candidates and any future product candidates that we may
pursue;

•continue to build our portfolio of product candidates through the acquisition or in-license of additional product candidates or technologies;

•continue to develop, maintain, expand and protect our intellectual property portfolio;

•pursue regulatory approvals for our current and future product candidates that successfully complete clinical trials;

•support our sales, marketing and distribution infrastructure to commercialize any future product candidates for which we may obtain marketing approval;

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•hire additional clinical, medical, commercial, and development personnel;

•incur additional legal, accounting and other expenses in operating as a public company; and

•incur expenses related to the proposed spin-off and Pfizer Merger.

As of August 5, 2022, the issuance date of our condensed consolidated financial
statements, we expect that our cash, cash equivalents, and marketable securities
as of June 30, 2022, our future operating cash flows from sales of NURTEC ODT,
Series B Preferred Shares receipts, and product sales and other proceeds from
our Pfizer Collaboration will be sufficient to fund our current forecast for
operating expenses, including commercialization of NURTEC ODT, financial
commitments and other cash requirements for more than one year. We may need to
raise additional capital until we are profitable. If no additional capital is
raised through either public or private equity financings, debt financings,
strategic relationships, alliances and licensing agreements, or a combination
thereof, we may delay, limit or reduce discretionary spending in areas related
to research and development activities and other general and administrative
expenses in order to fund our operating costs and working capital needs.

We have based these estimates on assumptions that may prove to be wrong, and we
could utilize our available capital resources sooner than we expect. We expect
that we will require additional capital to pursue in-licenses or acquisitions of
other product candidates. If we receive regulatory approval for troriluzole, or
our other product candidates, we expect to incur additional commercialization
expenses related to product manufacturing, sales, marketing and distribution,
depending on whether we commercialize jointly or on our own.

Because of the numerous risks and uncertainties associated with research,
development and commercialization of pharmaceutical product candidates, we are
unable to estimate the exact amount of our working capital requirements. Our
future funding requirements will depend on and could increase significantly as a
result of many factors, including:

•the scope, progress, results and costs of researching and developing our product candidates, and conducting preclinical studies and clinical trials;

•the costs, timing and outcome of regulatory review of our product candidates;

•the effect of COVID-19 pandemic on our business operations and funding needs;

•the costs of future activities, including product sales, medical affairs, marketing, manufacturing and distribution, for

NURTEC ODT, in addition to any of our product candidates for which we receive marketing approval;

•the revenue from NURTEC ODT, and revenue, if any, received from commercial sale of our products, should any of our product candidates receive marketing approval;

•the costs and timing of hiring new employees to support our continued growth;

•the costs of preparing, filing, and prosecuting patent applications, maintaining and enforcing our intellectual property rights and defending intellectual property-related claims;

•the extent to which we acquire or in-license other product candidates and technologies;

•the costs of manufacturing commercial-grade product and necessary inventory to support product sales;

•the costs associated with payment of milestones and royalties under existing
contractual arrangements and/or in-licensing additional products candidates to
augment our current pipeline; and

•the timing, receipt and amount of sales of, or milestone payments related to or royalties on, our current or future product candidates, if any.

Until such time, if ever, that we can generate product revenue sufficient to
achieve profitability, we expect to finance our cash needs through a combination
of public and private equity offerings, debt financings, other third-party
funding, strategic alliances, licensing arrangements or marketing and
distribution arrangements. To the extent that we raise additional capital
through the sale of equity or convertible debt securities, the ownership
interest of our existing shareholders will be diluted, and the terms of these
securities may include liquidation or other preferences that adversely affect
the rights of our existing shareholders. Debt financing and preferred equity
financing, if available, may involve agreements that include covenants limiting
or restricting our ability to take specific actions, such as incurring
additional debt, making capital expenditures or declaring dividends. If we raise
additional funds through other third-party funding, strategic alliances,
licensing arrangements or marketing and distribution arrangements, we may have
to relinquish valuable rights to our technologies, future revenue streams,
research programs or product candidates or grant licenses on terms that may not
be favorable to us. If we are unable to raise additional funds through equity or
debt financings when needed, we will be required to delay, limit, reduce or
terminate our

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product development or future commercialization efforts or grant rights to develop and market products or product candidates that we would otherwise prefer to develop and market ourselves.

Contractual Obligations and Commitments

The disclosure of our contractual obligations and commitments is set forth under
the heading "Management's Discussion and Analysis of Financial Condition and
Results of Operations-Contractual Obligations and Commitments" in our Annual
Report on Form 10-K for the year ended December 31, 2021. See Note 15,
"Commitments and Contingencies" to our Condensed Consolidated Financial
Statements included in Item 1, "Unaudited Condensed Consolidated Financial
Statements," of this Quarterly Report on Form 10-Q for further discussion of
commitments and contingencies.

Critical Accounting Policies and Significant Judgments and Estimates

We have prepared our condensed consolidated financial statements in accordance
with accounting principles generally accepted in the United States ("GAAP"). Our
preparation of our condensed consolidated financial statements requires us to
make estimates, assumptions, and judgments that affect the reported amounts of
assets, liabilities, expenses, and related disclosures at the date of the
condensed consolidated financial statements, as well as revenue and expenses
recorded during the reporting periods. We evaluate our estimates and judgments
on an ongoing basis. We base our estimates on historical experience and on
various other factors that we believe are reasonable under the circumstances,
the results of which form the basis for making judgments about the carrying
value of assets and liabilities that are not readily apparent from other
sources. Actual results could therefore differ materially from these estimates
under different assumptions or conditions.

Excluding the discussion below, there have been no material changes to our
critical accounting policies from those described in "Management's Discussion
and Analysis of Financial Condition and Results of Operations" included in our
Annual Report on Form 10-K filed by us with the SEC on February 25, 2022.

Revenue Recognition - Collaboration and other revenue

We recognize revenue associated with our collaboration arrangement, which may
require us to exercise considerable judgment in estimating revenue to be
recognized, including judgments made on initial accounting and judgments
associated with the amount of revenue to be recognized over time as performance
obligations are satisfied.

Significant judgment is required to apply the authoritative accounting guidance at the outset of a collaboration arrangement, and over time, as detailed below:

•Measurement of the transaction price - determining the transaction price
includes varying levels of judgment. Where amounts are fixed and paid, such as
upfront payments, estimation is not required. However, other elements of the
transaction price do require estimation or assumptions by management. The
calculation of a share issuance premium requires the use of a valuation model
for purposes of determining the fair value of the shares for financial reporting
purposes, with any resulting premium impacting the transaction price, which
ultimately impacts the measurement of revenue.

•Allocation of the transaction price to the performance obligations - there is
significant judgment required to allocate the transaction price to performance
obligations. Generally, this is done by estimating the standalone selling price
of identified performance obligations, and allocating on a relative value basis.
The estimate of standalone selling price includes several assumptions that
cannot be observed, which may include forecasted revenue, development timelines,
reimbursement rates for personnel costs, discount rates and probabilities of
technical and regulatory success. The standalone selling price of performance
obligations can be very sensitive to many of these underlying assumptions, which
are based on management estimates since they cannot be observed. This is a
point-in-time assessment performed at the outset of a collaboration arrangement.

•Recognition of revenue when (or as) we satisfy each performance obligation -
determining the timing of revenue recognition includes varying levels of
judgment. For revenue recognized over time, this is often based on an underlying
measure deemed to approximate the progress towards satisfaction of the
performance obligations. These underlying measures, such as costs incurred to
date compared with total forecasted costs for a service, may include inherent
estimates, which in turn can impact the timing of revenue recognition. The
satisfaction of performance obligations assessment is performed at each
reporting period.

Valuation of Derivative Liabilities

The fair value of our derivative liabilities are determined based on significant
inputs not observable in the market, which represent Level 3 measurements within
the fair value hierarchy. We utilized the with-and-without valuation method to
determine the fair value of our derivative liabilities. As inputs into the
valuations, we assessed a change of control as highly probable by early 2023,
and considered the amount and timing of the payments with and without a change
of control and risk-

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Form 10-Q Table of Contents

adjusted discount rates ranging from low single-digits to mid-twenties. In
accordance with ASC 815, Derivatives and Hedging, the fair value of the
derivatives are recorded on the condensed consolidated balance sheets as
derivative liabilities with changes in fair value recorded in other income
(expense) in the condensed consolidated statements of operations and
comprehensive loss. If factors change and different assumptions are used, the
fair value of the derivative liabilities and related gains or losses could be
materially different in the future.

Recently Issued Accounting Pronouncements

A description of recently issued accounting pronouncements that may potentially
impact our financial position and results of operations, if applicable, is
disclosed in Note 2 to our condensed consolidated financial statements appearing
at the beginning of this Quarterly Report on Form 10-Q.

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