Statement of Ownership: Solicitation (sc 14d9)

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14D-9

(RULE 14d-101)

SOLICITATION/RECOMMENDATION STATEMENT

UNDER SECTION 14(D)(4) OF THE SECURITIES EXCHANGE ACT OF 1934

BIOTIE THERAPIES OYJ

(Name of Subject Company)

BIOTIE THERAPIES OYJ

(Name of Person(s) Filing Statement)

Ordinary shares, no nominal value (“Shares”)

American Depositary Shares (“ADSs”), each representing 80 Shares

Option rights issued under the December 6, 2011 option plan (“2011 Option Rights”)

Option rights issued under the January 2, 2014 option plan (“2014 Option Rights”)

Option rights issued under the January 4, 2016 option plan (“2016 Option Rights”)

Share units issued under the December 6, 2011 equity incentive plan (“2011 Share Rights”)

Share units issued under the January 2, 2014 equity incentive plan (“2014 Share Rights”)

Option rights issued under the Swiss option plan dated June 18, 2008 (“Swiss Option Rights”)

Warrants issued on May 28, 2015 (“Warrants”)

(Title of Class of Securities)

FI0009011571 (Shares)

09074D103 (ADSs)

None (2011 Option Rights)

None (2014 Option Rights)

None (2016 Option Rights)

None (2011 Share Rights)

None (2014 Share Rights)

None (Swiss Option Rights)

None (Warrants)

(CUSIP Number of Class of Securities)

Timo Veromaa

Chief Executive Officer

Biotie Therapies Oyj

Joukahaisenkatu 6, FI-20520

Turku, Finland

(+358) 2 274-8900

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications

on Behalf of the Person(s) Filing Statement)

With a copy to:

Michael Davis

Sophia Hudson

Davis Polk & Wardwell LLP

450 Lexington Avenue

New York, NY 10017

(212) 450-4000

¨	Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

TABLE OF CONTENTS


		PAGE

Item 1.	Subject Company Information		1
Item 2.	Identity and Background of Filing Person		2
Item 3.	Past Contracts, Transactions, Negotiations and Agreements		4
Item 4.	The Solicitation or Recommendation		10
Item 5.	Person/Assets Retained, Employed, Compensated or Used		34
Item 6.	Interest in Equity Interests of the Subject Company		36
Item 7.	Purposes of the Transaction and Plans or Proposals		36
Item 8.	Additional Information		36
Item 9.	Exhibits		42

Annex A Opinion of Guggenheim Securities, LLC			A-1

Item 1.

Subject Company Information

(a)

Name and Address

The name of the subject company to which this Solicitation/Recommendation Statement on Schedule 14D-9 (together with any exhibits and annexes attached hereto, this “Schedule 14D-9”) relates is Biotie Therapies Oyj, or Biotie Therapies Corp. in English, a public limited liability company organized under the laws of Finland (the “Company” or “Biotie”). The Company’s principal executive offices are located at Joukahaisenkatu 6, FI-20520 Turku, Finland, and the Company’s telephone number at this address is (+358) 2 274 8900.

(b)

Class of Securities

This Schedule 14D-9 relates to:

(i)

ordinary shares, no nominal value, of the Company (the “Shares”);

(ii)

American Depositary Shares, each representing 80 Shares (the “ADSs”);

(iii)

option rights under the option plan resolved upon by the Board of Directors of the Company (the “Board”) on December 6, 2011 by virtue of an authorization granted by the annual general meeting of the Company held on May 6, 2011 (the “2011 Option Rights”), option rights under the option plan resolved upon by the Board on January 2, 2014 by virtue of an authorization granted by the annual general meeting of the Company held on April 4, 2013, (the “2014 Option Rights”) and option rights under the option plan resolved upon by the Board on January 4, 2016 by virtue of an authorization granted by the annual general meeting of the Company held on May 26, 2015 (the “2016 Option Rights”);

(iv)

share units under the equity incentive plan resolved upon by the Board on December 6, 2011 by virtue of an authorization granted by the annual general meeting of the Company held on May 6, 2011 (the “2011 Share Rights”) and share units under the equity incentive plan resolved upon by the Board on January 2, 2014 by virtue of an authorization granted by the annual general meeting of the Company held on April 4, 2013 (the “2014 Share Rights” and, together with the 2011 Share Rights, the “Share Rights”);

(v)

option rights under the Swiss option plan dated June 18, 2008 (the “Swiss Option Rights” and, together with the 2011 Option Rights, the 2014 Option Rights and the 2016 Option Rights, the “Option Rights”); and

(vi)

warrants issued on May 28, 2015 by virtue of an authorization granted by the annual general meeting of the Company held on May 26, 2015 (the “Warrants”).

The Option Rights, the Share Rights and the Warrants that have been granted to holders are hereinafter jointly referred to as the “Outstanding Equity Instruments.” The Shares that are not held by the Company or any of its subsidiaries including all the Shares represented by ADSs are hereinafter referred to as the “Outstanding Shares.” The Outstanding Shares, the ADSs and the Outstanding Equity Instruments are hereinafter jointly referred to as the “Equity Interests.”

The Company’s Shares and ADSs are registered pursuant to the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”).

As of March 7, 2016, the latest practicable date before the date of this Schedule 14D-9, there were 1,089,608,083 Shares issued of which 980,921,795 are outstanding (including 308,692,080 Shares represented by 3,858,651 ADSs) and 108,686,288 are held as treasury shares by the Company, 435,000 2011 Option Rights outstanding, 7,160,125 2014 Option Rights outstanding, 34,778,560 2016 Option Rights outstanding, 25,000 2011 Share Rights outstanding, 5,652,188 2014 Share Rights outstanding, 1,949,116 Swiss Option Rights outstanding and 220,400,001 Warrants outstanding.

Item 2.

Identity and Background of Filing Person

(a)

Name and Address

The name, address and telephone number of the Company, which is the person filing this Schedule 14D-9, are set forth in Item 1(a) above.

(b)

Tender Offer

This Schedule 14D-9 relates to the tender offer by Acorda Therapeutics, Inc., a corporation organized under the laws of Delaware (the “Offeror” or “Acorda”), to purchase all Outstanding Shares, ADSs and Outstanding Equity Instruments of the Company for a consideration of:

(i)

EUR 0.2946 in cash for each Outstanding Share;

(ii)

EUR 23.5680 in cash for each outstanding ADS, payable in the equivalent amount of U.S. dollars for each outstanding ADS determined as near to the payment date as reasonably practicable based on the U.S. dollar spot rate against the euro exchange rate on the nearest practicable date to the applicable Closing Date (as defined below);

(iii)

EUR 0.2846 in cash for each 2011 Option Right;

(iv)

EUR 0.2846 in cash for each 2014 Option Right;

(v)

EUR 0.1326 in cash for each 2016 Option Right, payable, at the option of the holder, in euros or the equivalent amount of U.S. dollars for each outstanding 2016 Option Right determined as near to the payment date as reasonably practicable based on the U.S. dollar spot rate against the euro exchange rate on the nearest practicable date to the applicable Closing Date;

(vi)

EUR 0.2946 in cash for each 2011 Share Right, payable, at the option of the holder, in euros or the equivalent amount of U.S. dollars for each outstanding 2011 Share Right determined as near to the payment date as reasonably practicable based on the U.S. dollar spot rate against the euro exchange rate on the nearest practicable date to the applicable Closing Date;

(vii)

EUR 0.2854 in cash for each 2014 Share Right, payable, at the option of the holder, in euros or the equivalent amount of U.S. dollars for each outstanding 2014 Share Right determined as near to the payment date as reasonably practicable based on the U.S. dollar spot rate against the euro exchange rate on the nearest practicable date to the applicable Closing Date;

(viii)

EUR 0.2032 in cash for each Swiss Option Right with a per Share subscription price of CHF 0.10;

(ix)

EUR 0.1026 in cash for each Swiss Option Right with a per Share subscription price of CHF 0.21;

(x)

EUR 0.0386 in cash for each Swiss Option Right with a per Share subscription price of CHF 0.28;

(xi)

EUR 0.0112 in cash for each Swiss Option Right with a per Share subscription price of CHF 0.31;

(xii)

EUR 0.0100 in cash for each other Swiss Option Right; and

(xiii)

EUR 0.1664 in cash for each Warrant,

upon the terms and subject to the conditions set forth in the Offer to Purchase filed with the SEC (as defined below) on March 11, 2016 (as amended or supplemented from time to time, the “Offer to Purchase”), the related Letter of Transmittal for ADSs (the “Letter of Transmittal”), as well as the Acceptance Form for Shares (including any instruction letter attached thereto, the “Acceptance Form for Shares”), the Acceptance Form for uncertificated Outstanding Equity Instruments (including any instruction letter attached thereto, the “Acceptance Form for Uncertificated Outstanding Equity Instruments”) and the Acceptance Form for certificated Outstanding Equity Instruments (including any instruction letter attached thereto, the “Acceptance Form for Certificated Outstanding Equity Instruments” which, together with the Offer to Purchase, the Letter of Transmittal, the Acceptance Form for Shares and the Acceptance Form for Uncertificated Outstanding Equity Instruments, constitute the “Offer”). The consideration will be paid in each case without interest and less any applicable withholding taxes.

The Offer to Purchase, the Letter of Transmittal, the Acceptance Form for Shares, the Acceptance Form for Uncertificated Outstanding Equity Instruments and the Acceptance Form for Certificated Outstanding Equity Instruments are filed as Exhibits (a)(1)(A), (a)(1)(B), (a)(1)(C), (a)(1)(D) and (a)(1)(E) hereto, respectively, and are incorporated herein by reference. The Offer is described in a Tender Offer Statement on Schedule TO filed with the United States Securities and Exchange Commission (the “SEC”) on March 11, 2016 by the Offeror (as amended or supplemented from time to time, the “Schedule TO”). The Offer will remain open for acceptance for an initial period of at least 20 business days (calculated in accordance with Rule 14d-1(g)(3) under the Exchange Act) and expire on April 8, 2016 at 4:00 p.m. (Finnish time) / 9:00 a.m. (New York time) unless the offer period is extended (as extended, the “Initial Offer Period”).

The Offer is being made pursuant to a Combination Agreement dated as of January 19, 2016 (the “Combination Agreement”) between the Company and the Offeror. The Combination Agreement is filed as Exhibit (e)(1) hereto and is incorporated herein by reference. The completion of the Offer is subject to the following conditions (the “Conditions”):

(i)

the valid tender of Outstanding Shares (including Outstanding Shares represented by validly tendered ADSs and validly tendered Warrants) representing, together with any Outstanding Shares (including Outstanding Shares represented by ADSs and Warrants) otherwise acquired by the Offeror, more than ninety percent (90%) of the issued and outstanding Shares and voting rights of the Company, calculated on a Fully Diluted Basis and otherwise in accordance with Chapter 18 Section 1 of the Finnish Limited Liability Companies Act (21.7.2006/624) (the “Minimum Acceptance Condition”); as used in this paragraph, “Fully Diluted Basis” means an equation in which the numerator represents the aggregate number of Outstanding Shares (including Outstanding Shares represented by ADSs) and Warrants that have been validly tendered or otherwise acquired by the Offeror and the denominator represents the aggregate number of all Outstanding Shares (including Outstanding Shares represented by ADSs) and Warrants, as well as Shares issuable upon the vesting and exercise of those Outstanding Equity Instruments (other than Warrants) that have not been validly tendered into the Offer or otherwise acquired by the Offeror;

(ii)

the expiration or termination of any applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations thereunder (the “HSR Act”) (such waiting period expired on February 16, 2016);

(iii)

no material adverse effect (as defined in the Combination Agreement) having occurred on the Company after January 19, 2016;

(iv)

the Offeror not, after January 19, 2016, having received information previously undisclosed to it that describes a material adverse effect on the Company that occurred prior to January 19, 2016;

(v)

no information made public by the Company or disclosed by the Company to the Offeror being materially inaccurate, incomplete, or misleading, and the Company not having failed to make public any information that should have been made public by it under applicable laws, including without limitation the rules of NASDAQ Helsinki Ltd. (“Nasdaq Helsinki”) and NASDAQ Stock Market LLC (“Nasdaq US”), provided that, in each case, the information made public, disclosed or not disclosed or the failure to disclose information constitutes a material adverse effect on the Company;

(vi)

no court or regulatory authority of competent jurisdiction (including without limitation the Finnish Financial Supervisory Authority (the “FIN-FSA”) or the SEC) having given an order or issued any regulatory action preventing or enjoining the completion of the Offer;

(vii)

the Board having issued its recommendation for the Offer and the recommendation remaining in force and not being modified or changed in a manner detrimental to the Offeror; and

(viii)

the Combination Agreement not having been terminated and remaining in force and no event having occurred that, with the passage of time, would give the Offeror the right to terminate the Combination Agreement under specified sections of the Combination Agreement that give the Offeror the right to terminate the Combination Agreement in response to a breach of the agreement by the Company.

Fulfillment of the Minimum Acceptance Condition and other Conditions will be determined as of the expiration of the Initial Offer Period on the next Finnish banking day after the expiration of the Initial Offer Period, when the preliminary results of the Offer will be available. The Offeror reserves the right to complete the Offer even if the conditions have not been fulfilled.

If any Condition is not satisfied or waived at the conclusion of the Initial Offer Period, the Offeror will extend the Initial Offer Period for additional periods not exceeding two weeks each. The maximum duration of the Initial Offer Period is ten weeks as required under Finnish law. However, in accordance with the terms and conditions of the Offer as agreed to and set forth in the Combination Agreement, if any of the Conditions has not been fulfilled due to a particular obstacle, the Offeror may, subject to the consent of the FIN-FSA, extend the Initial Offer Period beyond ten weeks until such obstacle has been removed and until all Conditions have been satisfied. In no event is the Offeror required to extend the Offer beyond June 19, 2016.

The Offeror’s intent is to acquire 100% of the Equity Interests of the Company. If at the completion of the Initial Offer Period, the Minimum Acceptance Condition is satisfied or waived but the Offeror does not own 100% of the Equity Interests, the Offeror may seek to acquire the remaining Equity Interests that were not acquired during the Initial Offer Period by commencing a subsequent offer period (the “Subsequent Offer Period”) in accordance with the guidelines issued by the FIN-FSA and applicable U.S. federal securities laws.

If at completion of the Initial Offer Period or any Subsequent Offer Period all Equity Interests validly tendered and not withdrawn have been transferred to the Offeror (the date of each such transfer, a “Closing Date”), and the Minimum Acceptance Condition is satisfied or waived but the Offeror does not own 100% of the Equity Interests, the Offeror may enter into subsequent compulsory redemption judicial arbitration proceedings to redeem the remaining Outstanding Shares (including Shares represented by ADSs) in accordance with the Finnish Companies Act or, in the case of the Outstanding Equity Instruments, pursuant to the terms and conditions of such Equity Interests. See the section of this Schedule 14D-9 titled “Item 8. Additional Information—(a) Compulsory Redemption; Appraisal Rights” for further details about the compulsory redemption judicial arbitration proceedings.

The principal executive offices of the Offeror are located at 420 Saw Mill River Road, Ardsley, New York, 10502, and its telephone number is (914) 347-4300. Upon filing this Schedule 14D-9 with the SEC, the Company will make this Schedule 14D-9 publicly available on its website at www.biotie.com. Information contained on, or that can be accessed through, the Company’s website does not constitute part of this Schedule 14D-9.

For the reasons described in more detail below, the Board by a unanimous decision recommends that Biotie’s holders of Equity Interests accept the Offer and tender their Equity Interests pursuant to the Offer.

Item 3.

Past Contracts, Transactions, Negotiations and Agreements

Except as set forth in this Schedule 14D-9, or as otherwise incorporated by reference herein, to the knowledge of the Company, as of the date of this Schedule 14D-9, there are no material agreements, arrangements or understandings, nor any actual or potential conflicts of interest, between (i) Biotie or any of its affiliates, on the one hand, and (ii) (x) Biotie or any of its senior management, directors or affiliates, or (y) the Offeror or any of its executive officers, directors or affiliates, on the other hand.

(a)

Arrangements with the Offeror

The Combination Agreement

The summary of the material provisions of the Combination Agreement contained in “Section 3—Summary of the Combination Agreement” of the Offer to Purchase and the description of the Conditions of the Offer contained in “Section 4—Terms and Conditions of the Tender Offer” of the Offer to Purchase are incorporated herein by reference. Such summary and description are qualified in their entirety by reference to the Combination Agreement, which is filed as Exhibit (e)(1) hereto and is incorporated herein by reference.

The summary and description contained in the Offer to Purchase have been incorporated by reference herein to provide you with information regarding the terms of the Combination Agreement and are not intended to modify or supplement any factual disclosures about the Offeror, the Company or their respective affiliates. The representations, warranties and covenants contained in the Combination Agreement were made only for the purposes of the Combination Agreement, were made as of specific dates, were made solely for the benefit of the parties to the Combination Agreement and may not have been intended to be statements of fact, but rather, as a method of allocating risk and governing the contractual rights and relationships between the parties to the Combination Agreement. In addition, such representations, warranties and covenants may have been qualified by certain disclosures not reflected in the text of the Combination Agreement and may apply standards of materiality and other qualifications and limitations in a way that is different from what may be viewed as material by the security holders of the Offeror or the Company. In reviewing the representations, warranties and covenants contained in the Combination Agreement or any descriptions thereof in this summary, it is important to bear in mind that such representations, warranties and covenants or any descriptions were not intended by the parties to the Combination Agreement to be characterizations of the actual state of facts or conditions of the Offeror, the Company or their respective affiliates. Moreover, information concerning the subject matter of the representations and warranties may have changed or may change after the date of the Combination Agreement, which subsequent information may or may not be fully reflected in public disclosures. For the foregoing reasons, the representations, warranties, covenants or descriptions of those provisions should not be read alone and should instead be read in conjunction with the other information contained in the reports, statements and filings that the Offeror, its affiliates and the Company publicly file.

The Confidentiality Agreement

On November 30, 2015, the Company and the Offeror entered into a Confidentiality Agreement (the “Confidentiality Agreement”). The summary of the material provisions of the Confidentiality Agreement contained in “Section 1.1—Background to the Tender Offer” of the Offer to Purchase is incorporated herein by reference. Such summary is qualified in its entirety by reference to the Confidentiality Agreement, a copy of which is filed as Exhibit (e)(3) hereto and is incorporated herein by reference.

The Irrevocable Undertakings

The members of the Company’s senior management and one director of the Company (Mr. Bailey) have, through undertakings dated January 19, 2016 (the “Irrevocable Undertakings”), irrevocably and unconditionally undertaken to tender all of their beneficially owned Equity Interests into the Offer. See the section of this Schedule 14D-9 titled “Item 4. The Solicitation or Recommendation—(c) Intent to Tender” for further details about the Irrevocable Undertakings.

(b)

Interests of Certain Persons; Arrangements with Current Senior Management and Directors of the Company

In considering the recommendation of the Board to tender Equity Interests in the Offer, holders of Equity Interests should be aware that the Company’s senior management and directors may have interests in the transactions contemplated by the Combination Agreement that may be different from, or in addition to, those of the holders of Equity Interests generally. The Board was aware of these agreements and arrangements during their deliberations of the merits of the Combination Agreement and in determining the recommendation set forth in this Schedule 14D-9.

The Company’s senior management is comprised of Timo Veromaa (the Company’s President and Chief Executive Officer), Stephen Bandak (the Company’s Chief Medical Officer), David Cook (the Company’s Chief Financial Officer) and Mehdi Paborji (the Company’s Chief Operating Officer). The members of the Board are William Burns, Don Bailey, Merja Karhapää, Bernd Kastler, Ismail Kola, Guido Magni and Mahendra Shah. The

members of the Company’s senior management and one director of the Company (Mr. Bailey) have, through Irrevocable Undertakings, subject to certain customary exceptions, irrevocably and unconditionally undertaken to tender all of their beneficially owned Equity Interests into the Offer.

Based on an evaluation of independence in accordance with the criteria set forth in the Finnish Corporate Governance Code, Biotie does not consider Dr. Shah (due to his affiliation with Vivo Capital) or Dr. Magni (due to his affiliation with Versant Ventures) to be independent from the Company’s major shareholders. Vivo Capital and Versant Ventures have, through Irrevocable Undertakings, irrevocably and unconditionally undertaken to tender all of their beneficially owned Equity Interests into the Offer.

See the section of this Schedule 14D-9 titled “Item 4. The Solicitation or Recommendation—(c) Intent to Tender” for further details about the Irrevocable Undertakings.

Shares and ADSs Held by Senior Management and Directors of the Company

The Company’s senior management members and directors who tender their Equity Interests pursuant to the Offer will be entitled to receive the same consideration as the Company’s other security holders who tender Equity Interests in the Offer, as described above in “Item 2. Identity and Background of the Filing Person—(b) Tender Offer.” As of March 7, 2016, the Company’s senior management members and directors held an aggregate of 11,741,044 Shares (not including any Shares underlying Outstanding Equity Instruments or ADSs) and 33,638 ADSs. 7,489,786 of these Shares were held by members of senior management and 4,251,258 Shares and 33,638 ADSs were held by directors. If the members of senior management and the directors were to tender all such Shares and ADSs pursuant to the Offer, and such Shares and ADSs were accepted by the Offeror, then the senior management members and directors would receive an aggregate of EUR 3,464,509 in cash, less any applicable withholding of taxes.

Treatment of Outstanding Equity Instruments

Option Rights and Share Rights

Each of the members of senior management and one director (Dr. Magni) holds Outstanding Equity Instruments in the form of Option Rights and/or Share Rights. Except with respect to certain Swiss Option Rights, as described below, all holders of outstanding Option Rights and Share Rights, including any members of senior management and directors, who tender their Option Rights and/or Share Rights pursuant to the Offer will be entitled to receive EUR 0.2946 minus the applicable subscription price in cash for each Option Right or Share Right, subject to applicable withholding taxes. With respect to any Swiss Option Rights with an applicable subscription price equal to or greater than EUR 0.2946, the holders of such Swiss Option Rights will be entitled to receive EUR 0.01 in cash for each such Swiss Option Right, subject to applicable withholding taxes.

Holders of Share Rights who tender their awards in the Offer, including any members of senior management and directors, may elect to receive the consideration payable upon the acceptance of such award by the Offeror in U.S. dollars, in an amount equivalent to the payment that such holder would have received in euros, determined as near to the payment date as reasonably practicable based on the U.S. dollar spot rate against the euro exchange rate on the nearest practicable day to the applicable Closing Date. As discussed in further detail below, the 2016 Option Rights held by members of senior management will not be eligible to be tendered in the Offer but will be cancelled and returned to the Company without consideration, and the Company will pay to each member of senior management a transaction bonus equal to the gross amount that he would have received if the 2016 Option Rights had been acquired by the Offeror in the transaction, net of any applicable withholding taxes and other deductions required by law.

The following table sets forth, for each member of senior management and director who holds outstanding Option Rights and/or Share Rights, the aggregate number of Option Rights and/or Share Rights held as of March 7, 2016.


Name	Aggregate Number of Outstanding Option Rights and/or Share Rights (#)⁽¹⁾⁽²⁾			Weighted Average Subscription Price Per Option Right or Share Right	Aggregate Value of Outstanding Option Rights and/or Share Rights (€)
*Senior Management*
Timo Veromaa		3,720,000	⁽³⁾	EUR 0.01		1,058,712
Stephen Bandak		3,239,568	⁽⁴⁾	1,379,568 at CHF 0.32; 1,860,000 at EUR equivalent of USD 0.01		544,640
David Cook		1,860,000	⁽⁵⁾	EUR 0.01		529,356
Mehdi Paborji		1,500,000	⁽⁶⁾	EUR equivalent of USD 0.01		428,100
*Directors*
Guido Magni		134,592	⁽⁷⁾	CHF 0.38		1,346

(1)

The numbers in this column do not include the 2016 Option Rights held by members of senior management. As discussed in further detail below, the 2016 Option Rights held by members of senior management will be cancelled and returned to the Company, and each of Messrs. Veromaa, Bandak, Cook and Paborji will be paid a transaction bonus of EUR 1,194,249, 436,360, 551,192 and 436,360, respectively, in respect of such cancelled 2016 Option Rights, subject to applicable withholdings and deductions.

(2)	The numbers in this column assume the application of a 3.0x performance multiplier to the 2014M tranche of the 2014 Option Rights and the 2014M tranche of the 2014 Share Rights held by members of senior management.

(3)	Consists of 3,720,000 2014 Option Rights.

(4)	Consists of 1,379,568 Swiss Option Rights and 1,860,000 2014 Share Rights.

(5)	Consists of 1,860,000 2014 Option Rights.

(6)	Consists of 1,500,000 2014 Share Rights.

(7)	Consists of 134,592 Swiss Option Rights.

Warrants

One member of senior management (Dr. Bandak) and a trust affiliated with one of our directors (Mr. Bailey) hold Warrants. All holders of outstanding Warrants, including Dr. Bandak and the trust affiliated with Mr. Bailey, who tender their Warrants pursuant to the Offer will be entitled to receive EUR 0.1664 in cash for each Warrant. As of March 7, 2016, Dr. Bandak and the trust affiliated with Mr. Bailey held 3,333,333 and 3,055,556 Warrants, respectively.

Agreements with Members of Management

Change in Control Agreements

Each of the members of senior management has entered into a change in control letter with the Company, dated as of January 4, 2016 (the “CIC Letters”). The CIC Letters provide that, if a transaction that results in a change in control of the Company is completed on or prior to September 30, 2016, members of senior management will be entitled to the following:

•

If the member is made redundant within a 12-month period from the date of the change in control, he will be entitled to a cash payment, in addition to his existing severance entitlements, equal to six months of base salary, net of any tax withholding and other deductions required by applicable law;

•

If the member is made redundant as a result of the change in control transaction, without cause and before payment of annual bonuses for the year in which his employment termination occurs, he will be eligible for a pro rata bonus based on his period of employment during the year in which his employment termination occurs, which period of employment will include his applicable notice period;

•

All outstanding Option Rights and/or Share Rights that are outstanding as of the date of the change in control will immediately vest on the closing date (with any 2014 Share Rights or 2014 Option Rights that are performance-based senior management awards vesting as if maximum performance had been achieved), and the members of management will be eligible to receive consideration for any such Option Rights and/or Share Rights, payable by the acquiror as part of the transaction.

Additionally, the CIC Letters provide that if the change in control transaction is announced during the first quarter of 2016, any 2016 Option Rights held by the member of senior management will be cancelled and returned to the Company without consideration, and the Company will have an obligation to pay a transaction bonus on the Closing Date with respect to such 2016 Option Rights equal to the gross amount that the member of senior management would have received if the 2016 Option Rights had been acquired by the Offeror in the transaction, net of any applicable withholding taxes and other deductions required by law.

The foregoing description is qualified in its entirety by reference to the CIC Letters, copies of which are attached hereto as Exhibits (e)(15) through (e)(18) and are incorporated herein by reference.

Employment Contracts

Each member of senior management has entered into an employment contract or offer letter with the Company that provides for severance or notice periods in the event of certain terminations (which is in addition to the payments and benefits noted in the CIC Letters above). Dr. Veromaa’s employment contract provides that he may be terminated by the Company with six months’ notice. Additionally, if Dr. Veromaa is terminated without cause, he is entitled to a one-time lump sum cash payment equal to 12 months of his cash salary plus the tax value of 12 months of his fringe benefits, as well as continued payment through his notice period.

Mr. Cook’s employment contract provides that he may be terminated by the Company with six months’ notice or, in lieu of such notice, a payment equal to six months of base salary plus the value of six months of his benefits (or continuation of such benefits for a six-month period). If Mr. Cook is terminated due to redundancy, he is entitled to receive a one-time lump sum cash payment equal to three months’ salary, in addition to the amounts described in the preceding sentence and subject to his execution of a release of claims in favor of the Company. Each of Drs. Bandak and Paborji has an offer letter with the Company that provides that, if he is terminated without cause, he will be entitled to six months of base salary continuation, six months of Company payment of COBRA premiums, and, in the case of Dr. Paborji, payment of any earned but unpaid annual bonus, in each case subject to his execution of a release of claims in favor of the Company.

The foregoing description is qualified in its entirety by reference to the employment contracts, copies of which are attached hereto as Exhibits (e)(10) through (e)(14) and are incorporated herein by reference.

Continuing Compensation and Employee Benefits

Pursuant to the Combination Agreement, for a period of one year following the Closing Date (or such shorter period of employment, as the case may be), the Offeror will provide each employee of the Company or its subsidiaries who remains employed by the Offeror or any of its subsidiaries (each, a “Continuing Employee”), including any members of senior management, and is employed in the United States, with (i) an annual salary or wage rate that is no less favorable than the annual salary or wage rate provided to such Continuing Employee as of immediately prior to the Closing Date, (ii) bonus opportunities and employee benefits that are substantially comparable in the aggregate to the bonus opportunities or employee benefits, as applicable, provided by the Offeror to its similarly situated employees and (iii) severance benefits that are substantially comparable in the aggregate to the severance benefits provided by the Offeror to its similarly situated employees.

The Offeror or its subsidiaries will provide each Continuing Employee who is employed outside of the United States, including any members of senior management, with continuing compensation and employee benefits in accordance with all applicable laws, directives and regulations.

In addition, as described in the Offer to Purchase, the Offeror has extended to certain employees of the Company in South San Francisco and may extend to certain additional employees of the Company, the opportunity to participate in the Offeror’s compensation and benefit plans in accordance with their terms. Subject to the approval of the Board of Directors of the Offeror, the offers extended prior to the printing of this document include retention arrangements and equity awards consistent with the Offeror’s new hire practices and equity compensation programs applicable to employees of the Offeror generally.

Director and Officer Indemnification and Insurance

Pursuant to the terms of the Combination Agreement, for six years after the Closing Date, the Offeror and the Company will indemnify and hold harmless the present and former directors and officers of the Company and its subsidiaries (each, an “Indemnified Person”) in respect of acts or omissions occurring at or prior to the Closing Date to the fullest extent permitted by applicable law. The Offeror and the Company have also agreed to advance fees, costs and expenses (including reasonable attorney’s fees and disbursements) as incurred by such Indemnified Person in connection with and prior to the final disposition of any action, litigation, claim, suit, investigation or proceeding arising out of or relating to matters that would be indemnifiable pursuant to the terms of the Combination Agreement (subject to the execution by such Indemnified Person of appropriate undertakings to repay such advanced fees, costs and expenses if it is ultimately determined that such Indemnified Person is not entitled to indemnification).

In addition, prior to the Closing Date, the Company will or, if the Company is unable to, the Offeror will cause the Company after the Closing Date to, obtain and fully pay the premium for the extension of the directors’ and officers’ liability coverage of the Company’s existing directors’ and officers’ insurance policies and the Company’s existing fiduciary liability insurance policies (collectively, “D&O Insurance”), in each case for a claims reporting or discovery period of at least six years from and after the Closing Date with respect to any claim related to any period of time at or prior to the Closing Date from an insurance carrier with the same or better credit rating as the Company’s current insurance carrier with respect to D&O Insurance with terms, conditions, retentions and limits of liability that are no less favorable than the coverage provided under the Company’s existing policies. If the Company for any reason fails to obtain such “tail” insurance policies as of the Closing Date, the Company’s D&O Insurance in place as of the date of the Combination Agreement will be maintained in effect, for a period of at least six years from and after the Closing Date, with terms, conditions, retentions and limits of liability that are no less favorable than the coverage provided under the Company’s existing policies as of the date of the Combination Agreement, or the Offeror will cause the Company to purchase comparable D&O Insurance for such six-year period with terms, conditions, retentions and limits of liability that are no less favorable than as provided in the Company’s existing policies as of the date of the Combination Agreement. Notwithstanding the foregoing, in no event will the Offeror be required to, and the Company will not, expend for such policies an annual premium amount in excess of 300% of the amount per annum the Company paid in the year ended December 31, 2015.

The Company has also entered into indemnification agreements (collectively, the “Indemnification Agreements”) with the members of senior management (the “Indemnitees”). The Indemnification Agreements provide for indemnification and expense reimbursement for actual, threatened, pending or completed proceedings, in which the Indemnitee was, is or will be involved as a party or otherwise, by reason of the fact that the Indemnitee is or was a director, officer, trustee, general partner, managing member, fiduciary, board of directors’ committee member, employee or agent of the Company or other enterprise, by reason of any action taken (or failure to act) by him or of any action (or failure to act) on his part while serving at the request of the Company in such capacity (“Proceedings”).

Among other things, the Indemnification Agreements require the Company, in the case of Proceedings other than Proceedings by or in the right of the Company, to indemnify Indemnitees against all expenses, judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by him, or on his behalf, in connection with a Proceeding, if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in the or not opposed to the best interests of the Company, and with respect to a criminal Proceeding, had no reasonable cause to believe the Indemnitee’s conduct was unlawful.

If an Indemnitee is not wholly successful in the Proceedings, the Company will indemnify the Indemnitee against all expenses actually and reasonably incurred in connection with each successfully resolved claim, issue or matter.

The foregoing description of the Indemnification Agreements does not purport to be complete and is qualified in its entirety by the full text of the Form of Indemnification Agreement, a copy of which is filed as Exhibit (e)(19) to this Schedule 14D-9 and is incorporated herein by reference.

Registration Rights Agreement

The Company entered into a registration rights agreement with certain investors in connection with its private placement of convertible notes and Warrants in May 2015. Vivo Capital, an entity affiliated with Dr. Shah, Versant Ventures, an entity affiliated with Dr. Magni, and a trust affiliated with Mr. Bailey are parties to this agreement. Pursuant to the registration rights agreement, the Company has agreed under certain circumstances to file a registration statement to register the resale of the Shares and ADSs held by the investors party to the agreement, as well as to cooperate in certain public offerings of Shares and ADSs. The Company has also agreed to reimburse such investors for certain expenses incurred in connection with the filing of any registration statement and the marketing of any securities registered pursuant to the registration rights agreement.

The foregoing description of the registration rights agreement does not purport to be complete and is qualified in its entirety by the full text of the registration rights agreement, a copy of which is incorporated by reference as Exhibit (e)(21) to this Schedule 14D-9 and is incorporated herein by reference.

Item 4.

The Solicitation or Recommendation

(a)

Solicitation or Recommendation

At a meeting held on January 19, 2016, after due and careful discussion and consideration, the Board by a unanimous decision (i) determined that the Combination Agreement and the transactions contemplated thereby are fair to and in the best interests of the Company and the holders of Equity Interests, (ii) approved, adopted and declared advisable the Combination Agreement and the transactions contemplated thereby and (iii) recommended that the holders of Equity Interests accept the Offer and tender their Equity Interests to the Offeror pursuant to the Offer.

After careful consideration, the Board has determined that the Combination Agreement and the transactions contemplated thereby, including the Offer, are advisable, fair to and in the best interests of the Company and the holders of Equity Interests. Accordingly, the Board has recommended that the holders of Equity Interests accept the Offer and tender their Equity Interests to the Offeror in the Offer.

(b)

Background of the Combination Agreement; Reasons for Recommendation

Background of the Combination Agreement

The Company, founded in 1998, is a specialized drug development company focused on products for neurodegenerative and psychiatric disorders. Since 2002, the Company’s shares have been listed on the Nasdaq OMX Helsinki. In 2011, the Company acquired Synosia Therapeutics Holding AG, a privately held company with a pipeline that included a number of product candidates for central nervous system disorders. The pipeline included tozadenant, an A2a receptor antagonist for Parkinson’s disease that was then in Phase 2 clinical

development and for which Synosia had in 2010 announced a partnership with UCB Pharma SA (“UCB”). In 2013, following successful completion of the Phase 2 trial, the Company and UCB announced that UCB had licensed exclusive worldwide rights to tozadenant and paid the Company a one-time payment of $20 million. In 2014, however, the Company announced that UCB would return the global rights to tozadenant following UCB’s reassessment of its overall clinical development pipeline, and that the Company would evaluate strategic options to finance the development of tozadenant.

Following this, the Company engaged Guggenheim Securities, LLC (“Guggenheim Securities”) to assist the Board in exploring potential options for the Company. At the direction of the Board, Guggenheim Securities contacted over 40 companies (including the Offeror) regarding a strategic transaction or acquisition of the Company over the course of 2014 and early 2015. Of the companies contacted, 12 received a detailed presentation by the Company’s management. Four companies conducted more detailed due diligence on the Company or selected product candidates in development. Around August 2014, the Company received a non-binding offer, prior to the completion of significant diligence, from one party to be acquired for all-stock consideration with a value implying no premium over the Company’s then-share price. Following the submission of the non-binding offer, that party did not engage with the Company to conduct diligence or entertain further discussions surrounding terms of a potential transaction and ultimately withdrew its offer in October 2014. The Company did not receive any other proposals from any other participants in the process. Following the results of this process (the “2014 Strategic Process”), the Board decided not to continue exploring a sale or other strategic transactions and instead directed the Company to commence planning for a public offering in the United States to raise the funds for a Phase 3 clinical trial of tozadenant. In February 2015, Biotie terminated its engagement of Guggenheim Securities as its financial advisor.

In April 2015, the Company announced plans to raise approximately $95 million through a private financing and U.S. public offering to fund a tozadenant Phase 3 trial. The private financing consisted of a sale of convertible notes and Warrants to a consortium of U.S. investors and existing shareholders for aggregate proceeds of €33 million. Both the U.S. public offering and the private financing were subject to approval by the Company’s shareholders. In May 2015, at the Company’s annual general meeting, the Company’s shareholders authorized the Board to proceed with the private placement of convertible notes and Warrants and the issuance of Shares to permit a U.S. public offering of ADSs representing Shares. On May 29, 2015, the Company issued the convertible notes and Warrants. By their terms, the convertible notes converted automatically into Shares upon completion of a U.S. public offering. The terms of the Warrants provide that they are exercisable for Shares from November 1, 2015 through November 1, 2020 at an exercise price of €0.17 per Share. The Warrant terms also provide that in certain circumstances an acquiror of the Company would be required to pay an amount determined by reference to a Black-Scholes option pricing formula in satisfaction of the Warrants.

In June 2015, the Company completed its U.S. public offering on the Nasdaq Global Select Market of ADSs, each ADS representing 80 Shares, at a price to the public of $14.888 per ADS. Subsequently the Company announced that the underwriters for the U.S. public offering had exercised their option to purchase additional ADSs in satisfaction of overallotments, providing the Company total gross proceeds of approximately $56 million from the U.S. public offering and approximately €83.3 million in total from the private placement and U.S. public offering combined.

In July 2015, the Company commenced the Phase 3 trial of tozadenant.

Also in July 2015, one of the companies that had been contacted in the 2014 Strategic Process (“Party A”) contacted Guggenheim Securities regarding Party A’s interest in learning more about tozadenant and SYN120 to evaluate a potential partnership. Guggenheim Securities informed the Company and, at the direction of the Board, Guggenheim Securities relayed to Party A that the Company had funds to reach Phase 3 data and was not looking for a partner at that time but that the Board would consider allowing Party A to conduct due diligence if Party A provided a compelling proposal. Party A did not provide any proposal.

In September 2015, Dr. Ron Cohen, the chief executive officer of the Offeror, expressed an interest to a member of the Board in exploring potential opportunities for the Offeror and the Company. This was reported to the Board at a regularly scheduled meeting on October 6, 2015, and the Board authorized Dr. Timo Veromaa, the chief executive officer of the Company, to proceed with a meeting with Dr. Cohen and directed that, should anything of particular interest be raised at the meeting, Dr. Veromaa should inform the Board. At an industry conference on October 12, 2015, Dr. Veromaa met with Dr. Cohen. The discussion was of an introductory nature, but the Offeror’s interest on a high level in the Company’s development programs was discussed, although the Offeror did not make any proposal regarding a transaction during the meeting. Dr. Veromaa informed Dr. Cohen that the Company had the funds to complete the tozadenant Phase 3 trial and planned to complete the trial on its own but would submit any written proposal received from the Offeror to the Board for its consideration.

On November 12, 2015, the Company received from the Offeror a written, non-binding proposal to acquire the Company for $25.50 per ADS in cash. The price assumed 1.1 billion outstanding Shares on a fully diluted basis, and the offer was subject to a number of conditions, including due diligence. The proposed consideration represented a 90% premium to the prior day’s ADS price and a 50% premium to the 90-trading day volume-weighted average ADS price.

On November 14, 2015, the Board met via conference call with Dr. Veromaa and David Cook, Chief Financial Officer of the Company, and representatives from Davis Polk & Wardwell LLP (“Davis Polk”), U.S. counsel to the Company, and Hannes Snellman Attorneys Ltd. (“Hannes Snellman”), Finnish counsel to the Company. Dr. Veromaa summarized the contents of the letter received from the Offeror, a copy of which had been provided to the Board prior to the meeting, and briefed the Board on the Offeror. The legal advisors reviewed certain applicable legal principles in the consideration of the proposal and next steps. Following discussion of the Offeror’s proposal, the Board resolved that the letter and the approach by the Offeror were to be regarded as serious and credible and that it would be in the best interests of the Company and its shareholders to further consider the Offeror’s proposal and engage with the Offeror, although the Board noted that it had not made any decision as to whether or not to proceed with a transaction. The Board resolved to appoint relevant advisors and to take other appropriate measures in relation to the letter. The Board authorized the creation of a transaction committee (the “Transaction Committee”) consisting of Chairman of the Board Bill Burns and director Don Bailey, with the participation of Dr. Veromaa and Mr. Cook and relevant advisors, to monitor and respond to day-to-day developments and prepare matters for the Board. The Board authorized the Company to engage Davis Polk and Hannes Snellman to advise on legal matters arising in connection with consideration of the proposal and subsequent discussions. The Board authorized the Transaction Committee to appoint a financial advisor to advise the Company with respect to the Offeror’s proposal and related matters.

On November 18, 2015, the Company and representatives from Guggenheim Securities met in person and on November 19, the Company and representatives from Guggenheim Securities met via teleconference to discuss the proposal and potential next steps. Following the November 18 and 19, 2015 meetings, at the direction of the Board, representatives from Guggenheim Securities communicated to the Offeror’s financial advisors that the Company was evaluating the proposal. Also following the November 18 and 19 meetings, members of the Company’s senior management updated the Company’s financial model that had been prepared in the ordinary course in connection with impairment analyses conducted annually in the fourth quarter and shared the model with Guggenheim Securities. Subsequently, at the request of the Company’s senior management, representatives from Guggenheim Securities assisted the Company’s senior management in refining and reviewing the financial model.

On November 25, 2015, the Transaction Committee met via teleconference with Dr. Veromaa and Mr. Cook, as well as representatives of Guggenheim Securities, Davis Polk and Hannes Snellman, participating by invitation. The Transaction Committee discussed the Offeror’s proposal and subsequent communications between representatives from Guggenheim Securities and the Offeror’s financial advisors, reviewed the process and outcome of the 2014 Strategic Process, and discussed general market conditions and preliminary financial perspectives. The Transaction Committee approved a form of confidentiality agreement that had been prepared

by Hannes Snellman and Davis Polk and authorized the Company’s management to provide it to the Offeror and, contingent upon executing a satisfactory version of the agreement, commence providing due diligence materials to the Offeror and schedule an in-person presentation by the Company’s senior management to representatives of the Offeror during the following week.

On November 30, 2015, the Company and the Offeror executed a standard confidentiality agreement with a standstill provision of 12 months’ duration, which provided for the Offeror’s ability to submit private, confidential proposals to the Board. Beginning on November 30, 2015, the Company made available to the Offeror certain information through an electronic data room. On December 3 and 4, 2015, the Company’s senior management conducted an in-person presentation to representatives of the Offeror. Representatives of the Offeror’s financial advisors and Guggenheim Securities also attended the meeting. Thereafter, representatives of the Company conducted a series of due diligence calls with representatives of the Offeror and the Offeror’s advisors regarding intellectual property, clinical development, manufacturing, regulatory, financial and tax matters.

On December 6, 2015, the Transaction Committee met via teleconference, with Dr. Veromaa and Mr. Cook, as well as representatives of Guggenheim Securities, Davis Polk and Hannes Snellman, participating by invitation. The committee received updates on the prior week’s diligence meetings and Guggenheim Securities discussed certain preliminary financial considerations to be discussed with the Board at a meeting scheduled for the following day.

On December 7, 2015, the Board met via teleconference, with Dr. Veromaa and Mr. Cook, as well as representatives of Guggenheim Securities, Davis Polk and Hannes Snellman, participating by invitation. Dr. Veromaa updated the Board on the events of the previous week, namely the execution of the confidentiality agreement, commencement of due diligence activities and the management presentation. It was discussed that the Offeror was expected to revert in the next few days with a revised offer based on its diligence activities. Guggenheim Securities discussed with the Board background information on general market conditions, the Company’s situation and strategic alternatives and preliminary considerations on the Offeror’s proposal. The Board discussed the information and asked Guggenheim Securities to provide additional financial perspectives at the following meeting. Following the discussions, the representatives from Guggenheim Securities left the meeting, and the Board discussed the terms of the Company’s prior engagement letter with Guggenheim Securities and, based on Guggenheim Securities’ qualifications and expertise, as well as their prior experience with the Company as a result of Guggenheim Securities’ involvement in the 2014 Strategic Process, authorized the engagement of Guggenheim Securities as financial advisor in connection with the review of the Offeror’s proposal and related activities pursuant to an amendment to the prior engagement letter. On December 11, 2015, the Company executed an amendment to the previously terminated engagement letter with Guggenheim Securities to re-engage Guggenheim Securities as its financial advisor.

On December 11, 2015, the Offeror sent the Company a letter in which it confirmed its non-binding offer of $25.50 per ADS, with corresponding prices to be offered for the Outstanding Shares and Outstanding Equity Instruments. The letter stated that the offer assumed 1.1 billion outstanding Shares on a fully diluted basis and was subject to reaching agreement on the terms of a definitive transaction agreement. The letter stated that there would be no financing contingency to completing the transaction. The letter also stated that the Offeror intended to structure the transaction as a tender offer and would require a 90% minimum acceptance threshold to complete the transaction.

On December 13, 2015, the Transaction Committee met by teleconference, with Dr. Veromaa and Mr. Cook, as well as representatives of Guggenheim Securities, Davis Polk and Hannes Snellman, participating by invitation. During the meeting, Dr. Veromaa updated the committee on the offer letter received two days earlier. Guggenheim Securities discussed with the committee preliminary financial perspectives on the Offeror’s proposal, including preliminary Management Projections (as defined below) that the Company’s senior management, with the assistance of Guggenheim Securities, intended to review with the full Board two days later. Members of the Transaction Committee asked questions and provided feedback.

On December 15, 2015, the Board met in-person for a regularly scheduled meeting in London, U.K. Representatives from Guggenheim Securities and Hannes Snellman attended a portion of the meeting in person, and representatives from Davis Polk, Hannes Snellman and Guggenheim Securities attended that portion of the meeting by telephone. Dr. Veromaa and representatives from Guggenheim Securities summarized recent developments, in particular the December 11, 2015 confirmatory offer of $25.50 per ADS. Dr. Veromaa summarized the feedback from the Offeror as to the elements of due diligence that resulted in the Offeror making an offer for the same consideration as the original proposal. Guggenheim Securities discussed with the Board preliminary financial perspectives on the Offeror’s proposal and the Company’s senior management, with the assistance of Guggenheim Securities, reviewed the preliminary Management Projections. The Management Projections are summarized below under “Item 8. Additional Information—(d) Certain Biotie Management Projections.” The Board discussed the information and reviewed the Company’s strategic options, namely to pursue a transaction with the Offeror, to explore strategic transactions with other parties or to remain a stand-alone business. The Board noted that if the Company were to remain a stand-alone business and the ongoing Phase 3 trial of tozadenant were successful, the Company would need to raise additional capital to finance the subsequent Phase 3 safety trial required to obtain regulatory approval of tozadenant, the Company generally during the regulatory approval process and the preparation for commercialization of tozadenant, assuming a successful regulatory outcome. The Board also discussed legal and market considerations around minimum tender offer acceptance thresholds in Finland. Davis Polk advised on certain antitrust considerations and certain potential structures for a transaction with the Offeror.

Based on these discussions, the Board resolved to indicate to the Offeror that the Offeror should increase the offer price to $31.00 per ADS in cash and that the tender offer acceptance threshold should be lowered from 90% to 67%, which may permit a statutory merger under Finnish law, although the Board noted that the Company’s counteroffer was intended to ensure that it obtained the most favorable possible terms from the Offeror and it had not made any determination as to whether or not it would be willing to proceed with a transaction on the basis of the Offeror’s current offer, or at all. The Board directed Dr. Veromaa to arrange a CEO-to-CEO conversation and communicate this feedback. The Board also decided to postpone a decision on exploring potential strategic interest from other parties (the “Market Check”) until the Offeror had an opportunity to respond to the Company’s feedback.

On December 16, 2015, at the Company’s direction, Guggenheim Securities advised the Offeror’s financial advisors of the forthcoming counteroffer and, on December 18, 2015, Dr. Veromaa conveyed the counteroffer to Dr. Cohen. On December 20, 2015, Dr. Cohen and Dr. Veromaa spoke by telephone, and Dr. Cohen conveyed that, having received the Company’s counteroffer, the Offeror’s board of directors had instructed the Offeror’s management to conduct additional due diligence to determine whether the Offeror would be able to improve the terms of its offer. On December 21, 2015, Dr. Veromaa and Dr. Cohen again spoke by telephone, and Dr. Cohen indicated that the Offeror would contact the Company after Christmas to discuss a potential increase in the offer price. Dr. Veromaa updated the Board via email regarding these discussions, and on December 22, 2015, Dr. Veromaa asked the Board for authorization to direct Guggenheim Securities to conduct a limited outreach to parties who had given positive feedback during the 2014 Strategic Process but had declined to enter into a transaction at that time. The Board authorized Guggenheim Securities to proceed on this basis.

On December 22, 2015, at the direction of the Board, Guggenheim Securities contacted four potential buyers to gauge interest in a potential transaction with the Company. The potential buyers included Party A and three other parties that had been contacted during the 2014 Strategic Process and had shown the most interest in a transaction with the Company. One of the parties contacted notified Guggenheim Securities during the initial call that it declined to pursue a transaction with the Company. A second party indicated that it would follow up internally but due to the impending holidays it may not be able to move quickly. The second party later did not respond to repeated follow-ups and, despite not officially declining interest, did not demonstrate any progress towards or interest in making a potential proposal. A third party was initially reached but unable to conduct a call until early January and later declined to pursue a transaction with the Company. Party A expressed its willingness to enter into a confidentiality agreement and conduct initial due diligence.

On December 25, 2015, the Company and Party A executed a standard confidentiality agreement with a standstill of limited duration, which standstill has since expired.

On December 27, 2015, Dr. Cohen and Dr. Veromaa spoke by phone, and Dr. Cohen communicated a revised non-binding offer of $26.25 per ADS, subject to satisfactory completion of due diligence. Dr. Cohen also indicated that the 90% minimum acceptance threshold was important to the Offeror. The revised offer was subsequently confirmed in writing.

On December 29, 2015, the Board met via teleconference. Dr. Veromaa and Mr. Cook, as well as representatives of Guggenheim Securities, Davis Polk and Hannes Snellman, participated by invitation. The Board considered the revised offer price of $26.25 per ADS conveyed by Dr. Cohen to Dr. Veromaa, as well as the results of the Market Check conducted during the prior week. Representatives from Guggenheim Securities reported that earlier in the day Party A had informed Guggenheim Securities that it was declining to pursue a transaction with the Company and therefore, at this time, none of the four parties contacted had made any formal indication of interest and two of the four parties contacted had declined to participate in any further discussions. The Board observed, among other things, that the revised offer price represented a significant premium to the Company’s market price and concluded that the Offeror may not be willing to further increase its offer. The Board therefore directed the Company to move forward on the basis of the revised offer price and negotiate the terms of a Combination Agreement, with the Board to subsequently consider the potential transaction in light of the full terms and conditions of the Offer. The Board also directed Guggenheim Securities to contact two additional parties to ascertain their interest in a transaction with the Company.

On December 29, 2015, Dr. Veromaa communicated to Dr. Cohen that the Board was willing to continue discussions regarding a transaction on the basis of the offer price of $26.25 per ADS.

On December 30, 2015, the Offeror’s attorneys provided an initial draft of the Combination Agreement to Davis Polk and Hannes Snellman, with a minimum tender condition of 90%. Subsequently, the Company’s legal advisors and the Offeror’s legal advisors held several teleconferences to discuss Finnish legal requirements regarding the structuring of all cash acquisitions of Finnish-incorporated and Finnish-listed entities. During this time, the Company also responded to additional diligence requests from the Offeror. On January 4, 2016, Davis Polk and Hannes Snellman provided a revised Combination Agreement to the Offeror’s legal advisors.

On January 4, 2016, the Board met via teleconference, with Dr. Veromaa and Mr. Cook, as well as representatives of Guggenheim Securities, Davis Polk and Hannes Snellman, attending by invitation. Dr. Veromaa summarized the current status of the negotiations, in particular regarding the minimum threshold of acceptances of the tender offer that would constitute a condition to the Offeror’s obligation to complete the transaction. Representatives of Hannes Snellman relayed that the Offeror was insisting on a 90% acceptance threshold, which is the statutory threshold for “squeezing out” minority shareholders in Finland, and reviewed Finnish regulatory requirements and various potential structures for the transaction. Guggenheim Securities also reported on the status of the Market Check, namely that one of the two parties contacted after the December 29, 2015 meeting declined to evaluate the opportunity, and the other party participated in an introductory call but declined to proceed after evaluating publicly available information. The Board authorized the Company to continue negotiations with the Offeror regarding the minimum acceptance threshold and other remaining open terms. The Board also authorized the issuance of options to certain employees, including the Company’s senior management, as had been contemplated since the time of the Company’s U.S. public offering the prior year and subsequently confirmed at meetings of the Board on October 6, 2015, before the initial offer had been received from the Offeror, and December 15, 2015.

On January 5, 2016, representatives from the Offeror’s financial advisors spoke to representatives from Guggenheim Securities regarding further due diligence that had been conducted in relation to the Company’s capital structure. Dr. Cohen discussed the same topic on a telephone call placed to Dr. Veromaa. Later in the day on January 5, 2016, the Transaction Committee met via teleconference, with Dr. Veromaa and Mr. Cook, as well

as representatives of Guggenheim Securities, Davis Polk and Hannes Snellman attending, by invitation, to update the Transaction Committee on the communications from the Offeror’s financial advisors and Dr. Cohen.

On January 6, 2016, the Offeror’s legal advisors provided a revised draft of the Combination Agreement and a draft of the form of Irrevocable Undertaking intended to be signed by certain of the Company’s shareholders and warrant holders in conjunction with the execution of the Combination Agreement. The various legal advisors engaged in discussions regarding various terms in the revised draft, including closing certainty. On January 6, 2016, Davis Polk sent the Offeror’s legal advisors a revised draft of the Combination Agreement, and on January 7, 2016, Hannes Snellman circulated to the Offeror’s legal advisors a revised draft of the form of Irrevocable Undertaking.

On January 9, 2016, the Board met via teleconference, with Dr. Veromaa and Mr. Cook, as well as representatives of Guggenheim Securities, Davis Polk and Hannes Snellman, attending by invitation. The Company’s advisors provided an update on the negotiations. Guggenheim Securities reported that the Offeror and its financial advisors had informed it that the preliminary offers made by the Offeror thus far had been made on the basis and the assumption that the total value of the Company’s equity on a fully diluted basis would be $363 million and that the revised offer price of $26.25 per ADS was based on such assumption (i.e., that all Equity Interests, including the Warrants, would be paid based on the per Share value implied by a fully diluted equity value of $363 million). Guggenheim Securities further reported that the Offeror’s financial advisors had informed it that $363 million would be the Offeror’s final offer for the Company’s equity on a fully diluted basis and due to the results of further diligence, including with respect to the Company’s capital structure and the fact that the Warrant terms provided that in certain circumstances an acquirer of the Company would be required to pay an amount determined by reference to a Black-Scholes option pricing formula in satisfaction of the Warrants, the Offeror was revising its offer price per ADS to $25.60, which, assuming such Warrant payments, reflected the same $363 million total equity value reflected in the Offeror’s previous offer letter. Guggenheim Securities then discussed the history of price discussions with the Offeror, the recent volatile performance of the equity markets and declines in biotech indices and noted, among other things, that the premium represented by the price of $25.60 per ADS ranged from 70% to 100% depending on the reference ADS price used. Guggenheim Securities also reported on the status of the Market Check.

Representatives of Davis Polk and Hannes Snellman then provided an overview of the key terms of the Combination Agreement, including that the Offeror continued to insist on a 90% minimum acceptance threshold and noting that certain topics remained subject to negotiation, including terms relating to closing certainty and the ability of the Board to change its recommendation to shareholders under specified circumstances. On the basis of the discussions and views expressed by the Board, the Company was authorized to continue discussions on the basis of an offer price of $25.60 per ADS.

Also on January 9, 2016, the Offeror’s legal advisors provided a revised draft of the Combination Agreement.

On January 10, 2016, Dr. Veromaa and Dr. Cohen met in person in San Francisco, where both had travelled to attend an industry conference. Dr. Veromaa conveyed to Dr. Cohen the Board’s authorization to proceed on the basis of the $25.60 per ADS offer price but noted several issues, including closing certainty and in particular the definition of “Material Adverse Effect,” that remained outstanding and about which the Company felt strongly about resolving in a satisfactory manner.

Over the course of January 11 to 19, 2016, the parties progressed the Combination Agreement and form of Irrevocable Undertaking. Beginning on January 14, 2016, Dr. Veromaa contacted several major shareholders and each warrant holder and asked them to sign a confidentiality agreement. Upon receipt of a signed confidentiality agreement from each of these parties, they were provided with certain information about the transaction and a form of Irrevocable Undertaking. During the course of January 15 to 19, 2016, certain shareholders and warrant holders expressed willingness to support the transaction and provided comments on the language of the form of Irrevocable Undertaking. The various legal advisors worked to finalize the language of the Irrevocable Undertaking with the shareholders and warrant holders during this time period.

On January 16, 2016, the Transaction Committee met by teleconference, with Dr. Veromaa and Mr. Cook, as well as representatives of Guggenheim Securities, Davis Polk and Hannes Snellman, in attendance by invitation. Representatives from Davis Polk summarized the key updates on the Combination Agreement, and representatives from Hannes Snellman provided updates on discussions with the Finnish regulatory authorities regarding certain aspects of the transaction structure under Finnish law. Representatives from Guggenheim Securities reported that the Offeror’s financial advisors had indicated that, in an update to prior discussions, the Offeror would in fact require third-party financing in order to be able to fund a small portion of the transaction consideration. The Transaction Committee discussed the amount and form of financing contemplated and directed the advisors to undertake diligence with respect to the Offeror’s proposed financing and ensure that the Combination Agreement appropriately addressed the financing.

On January 17, 2016, the Company and the Offeror set the proposed offer price at EUR 23.5680 per ADS (and EUR 0.2946 per Share), which was equal to the agreed offer price of $25.60 per ADS based on the average exchange rate from the last five trading days of $1.0864 to EUR 1.00.

Over the course of January 16 to 18, 2016, Davis Polk held a series of conversations with the Offeror’s legal advisors regarding the amount and structure of the Offeror’s proposed financing, reviewed the documentation for the Offeror’s planned private placement of equity and revised the Combination Agreement accordingly.

On January 18, 2016, the Offeror received a letter from the Finnish regulatory authorities confirming their view on certain aspects of the transaction structure under Finnish law.

On January 18, 2016, the Board met via teleconference, with Dr. Veromaa and Mr. Cook, as well as representatives of Guggenheim Securities, Davis Polk and Hannes Snellman, attending by invitation. Dr. Veromaa and Mr. Cook provided an overview of the status of the transaction, including negotiations with the Offeror on the Combination Agreement, the completion of due diligence and the discussions with shareholders and warrant holders. Dr. Veromaa noted that the Company had received a letter from the Offeror confirming, on the basis of further due diligence of the Company’s capital structure, an offer price per ADS of $25.60, with a price derived from this figure to be offered for the Outstanding Shares and Outstanding Equity Instruments and a price for the Warrants based on a Black-Scholes option pricing formula incorporating the price per Share derived from the price per ADS of $25.60. The letter also noted that, while the transaction would not be subject to any financing contingency, the Offeror would sell to a banking institution in a private placement an estimated amount of the Offeror’s common stock between $50 million and $100 million, the proceeds of which together with the Offeror’s existing cash resources, would be used to fund the transaction. The Board discussed the contents of the letter, including the Offeror’s need for financing and the due diligence conducted on the financing. The Board instructed the Company to verify the Offeror’s financing arrangements prior to any entry into the Combination Agreement.

Guggenheim Securities then reviewed with the Board its preliminary financial perspectives regarding the cash consideration provided for in the draft Combination Agreement. Guggenheim Securities noted that, subject to resolution of open items, it expected to be in a position to render to the Board an opinion as to the fairness, from a financial point of view, of the cash consideration to be received by holders of Shares and ADSs when the Board reconvened on January 19, 2016. The Board noted that Guggenheim Securities’ opinion would not address the consideration to be received by holders of the Company’s equity instruments other than the Shares and the ADSs; however, the Board also noted that the consideration payable for the Outstanding Equity Instruments is derived from the offer price based on the terms of those equity instruments and therefore the Board concluded that it was satisfied that such consideration had been considered with appropriate diligence and care. Guggenheim Securities also discussed with the Board the outcome of the Market Check. Ultimately, all six parties that Guggenheim Securities contacted (including the four parties contacted on December 22, 2015 and the two parties contacted after the December 29, 2015 Board meeting) declined to pursue a potential transaction with the Company.

The Board then reviewed the draft Combination Agreement. It was noted that (i) in order to ensure that all shareholders would receive equivalent value for their equity instruments, the offer price would be defined in euro as EUR 0.2946 per Share, with a price derived from this figure to be offered for the ADSs and Outstanding Equity Instruments (with the $25.60 offer price converted to euro based on an exchange rate of $1.0864 to €1.00) and (ii) holders of ADSs and certain Outstanding Equity Instruments would be paid in the U.S. dollar equivalent to the offer price based on the exchange rate between euro and U.S. dollars as near as practicable to the time of completion of the Offer.

A representative of Davis Polk summarized the key terms of the Combination Agreement, including the Company’s ability to respond in the event that a competing offer would be made and to terminate the agreement in order to enter into a superior transaction, subject to complying with certain procedures and terms, as well as certain representations and warranties, including, inter alia, regarding the intellectual property rights of the Company. The covenants of the Company were reviewed, including as to the conduct of the Company’s business before the completion of the Offer and cooperation in regulatory filings. It was noted that the Company would agree to compensate the Offeror for its reasonable transaction costs in the amount of $4.5 million in certain circumstances including should the Combination Agreement be terminated due to a competing offer. In addition, it was noted that the Combination Agreement would provide that the Shares and the ADSs representing the Shares be delisted from their respective markets as soon as permitted and reasonably practicable under applicable laws and regulations. The conditions to completion of the tender offer were then discussed, including in particular, the 90% minimum tender condition.

Dr. Veromaa and representatives of Davis Polk and Hannes Snellman then summarized the status of discussions with shareholders and warrant holders. Dr. Veromaa explained that he had begun to contact certain holders on January 14, 2016, to ask for commitments to accept the Offer. It was noted that holders owning over 60% of the total number of Outstanding Shares (on a fully diluted basis) had been contacted and were either expected to give an undertaking subject to customary conditions or otherwise had indicated their support of the contemplated transaction but for various reasons may not be able to sign an Irrevocable Undertaking before the Combination Agreement is executed and the transaction is publicly announced.

The Board then reviewed a decision taken in its October 6, 2015 meeting to provide for indemnification of certain of its officers with respect to certain claims for acts or omissions occurred in relation to the Company’s business and operations. The Board approved the form of agreement that had been provided in advance of the meeting and authorized any one member of the Board to execute it with respect to the officers of the Company.

On January 19, 2016, the Board met via teleconference to discuss the final terms of the proposed transaction, the proposed definitive Combination Agreement and related documents. In attendance at the meeting were Dr. Veromaa and Mr. Cook, as well as representatives of Guggenheim Securities, Davis Polk and Hannes Snellman. Dr. Veromaa and Mr. Cook gave an overview of the status of the transaction, reporting that the Company’s management and advisors had been negotiating the terms of the Combination Agreement and other key documents and noted that only minor changes had been made to the forms provided to the Board and discussed in the meeting the day before. Representatives of Guggenheim Securities confirmed that the Offeror’s board of directors had met and had approved the transaction.

Guggenheim Securities then reviewed its financial analysis of the EUR 0.2946 per Share cash consideration with the Board and rendered its oral opinion, confirmed by delivery of a written opinion dated January 19, 2016, to the Board to the effect that, as of that date and based on and subject to the matters considered, the procedures followed, the assumptions made and various limitations of and qualifications to the review undertaken, the EUR 0.2946 per Share cash consideration to be received in the Offer by holders of Outstanding Shares and ADSs (other than the Offeror and its affiliates) pursuant to the Combination Agreement was fair, from a financial point of view, to such holders.

The Board then reviewed the final draft of the Combination Agreement, with representatives of Davis Polk and Hannes Snellman summarizing the key terms and changes since the prior meeting.

The Board then discussed the process it had followed in connection with the transaction, in particular the negotiations and financial information since the initial approach by the Offeror. The Board then discussed the advantages and risks of the proposed transaction that are described in “—Reasons for the Recommendation of the Board of Directors” below, including, inter alia, the attractive premium above the trading price of the Shares and ADSs, the cash form of consideration, and the substantial percentage of Outstanding Shares represented by shareholders and warrant holders who had signed Irrevocable Undertakings, as well as the risks of remaining a stand-alone company. The Board by a unanimous decision concluded that it is in the best interests of the Company’s holders of Equity Interests to approve the transaction and recommend that the Company’s holders of Equity Interests accept the Offer to be made pursuant to the terms agreed to in the Combination Agreement. The Board approved the Combination Agreement and authorized Dr. Veromaa and Mr. Cook to sign the agreement on behalf of the Company.

Following the meeting of the Board, the Company and the Offeror executed the Combination Agreement, and the Offeror simultaneously executed the agreement for its equity private placement financing. At the same time, holders of approximately 60% of the Outstanding Shares (on a fully diluted basis), representing all but two holders approached (each of whom indicated support of the contemplated transaction but for various reasons were not able to sign an Irrevocable Undertaking at the time), entered into Irrevocable Undertakings to support the transaction. The transaction was announced via press release shortly thereafter.

On January 20, 2016, one of the two holders of Equity Interests that had indicated support for the transaction but had not been able to enter into an Irrevocable Undertaking the day before, entered into an Irrevocable Undertaking, which brought the percentage of Outstanding Shares (on a fully diluted basis) committed via Irrevocable Undertakings to approximately 65%.

Reasons for the Recommendation

Reasons for the Recommendation of the Board

In evaluating the Combination Agreement and the Offer, the Board consulted with senior management of the Company, as well as Guggenheim Securities, Davis Polk and Hannes Snellman. In the course of making the determination that the Offer is in the best interests of Biotie’s holders of Equity Interests and recommending that the holders of Equity Interests accept the Offer and tender their Outstanding Shares, ADSs and Outstanding Equity Instruments, as applicable, pursuant to the Offer, the Board considered numerous factors, including the factors listed below, which are listed in no particular order of importance, each of which, in the view of the Board, supported such determinations, in addition to the factors mentioned in “—Background of the Combination Agreement” above in this Item 4:

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Financial Terms/Premium to Market Price. The Board considered the relationship of the consideration offered pursuant to the Offer to the historical market price of the Shares, including that the consideration represents a premium of approximately 95% over the trading price at which the Shares closed on the Nasdaq Helsinki on January 18, 2016, the last trading day prior to the announcement of the entry into the Combination Agreement.

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Cash Consideration. The Board considered the fact that the entire consideration will be payable in cash, which provides holders of Equity Interests with immediate liquidity and a high degree of certainty of value.

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Product Development and Regulatory Risks. The Board considered the fact its product candidates tozadenant, SYN120 and BTT1023 are in various phases of clinical development. The Company does not expect to have top line efficacy data for its Phase 3 double-blind clinical trial (and extension) of tozadenant until the second half of 2017 and, as disclosed, will need to generate additional clinical safety data after that to be able to submit a new drug application, or NDA, to the FDA. With respect to the Phase 2a trial of SYN120 in Parkinson’s dementia the Company expects to announce top-line data by the end of 2016. Enrollment for the Phase 2 clinical trial of BTT1023 in PSC opened at the end of the first quarter of 2015, and the requisite number of patients to enable interim data is expected by the

end of 2016. Clinical trials are expensive and can take many years to complete, and the outcomes are inherently uncertain. The Board considered the risks inherent in the development and eventual commercialization of its product candidates, the risks related to seeking approval for marketing from the FDA and EMA (including any potential conditions or contingencies of such approvals) and the risks related to market acceptance of Company product candidates, if approved, and other factors affecting the revenues and profitability of biopharmaceutical products generally.

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Product Launch and Commercialization Risks. The Board also considered the significant risks and considerable costs associated with a successful launch and commercialization by the Company of its product candidates. The Board recognizes that the Offeror has successfully commercialized products in the neurology field in the past and has a broad pipeline of future product candidates. As such, the Offeror will be able to launch any potential future products including tozadenant and SYN120 without the need to build up a commercial infrastructure, which would be a significant cost for the Company if it were to commercialize the products on its own.

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The Company’s Operating and Financial Condition and Prospects. The Board is familiar with the current and historical financial condition and results of operations of the Company, as well as the prospects and strategic objectives of the Company. Having considered different valuation methods, the Board believes, on the basis of this familiarity, that the consideration to be received by the Company’s shareholders, ADS holders and the holders of the Outstanding Equity Instruments in the Offer fairly reflects the Company’s intrinsic value.

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Strategic Alternatives. The Board has investigated and considered the trends in the markets and the industry and certain strategic alternatives available to the Company. Such alternatives include, but are not limited to, remaining an independent public company (with resulting long-term capital needs for the already disclosed additional clinical safety study for tozadenant and the commercialization phase of tozadenant or for potential additional investment in the Phase 2 products, such as SYN120, which could result in significant dilution to the shareholders of the Company), and partnering with others. The Board has also considered the risks and uncertainties associated with such alternatives and the challenges associated with the industry’s current and expected competitive environment. The Board determined not to pursue those alternatives in light of its belief that the Offer maximized risk-adjusted shareholder value and represented the best alternative reasonably available to shareholders.

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Market Check. The Board considered the fact that the Company and its advisors had conducted the 2014 Strategic Process, during which 40 companies were approached regarding a potential strategic transaction or acquisition of the Company and that the process resulted in only one company submitting a non-binding offer, prior to the completion of significant diligence, to acquire the Company for all-stock consideration with a value implying no premium over the Company’s then-share price. Following the submission of the non-binding offer, that party did not engage with the Company to conduct diligence or entertain further discussions surrounding terms of a potential transaction and ultimately withdrew its offer in October 2014. The Board also considered the fact that, following the Offeror’s indication of interest in acquiring the Company, the Company and its advisors had contacted six parties that the Company believed to be most likely to be interested in a transaction with the Company in order to determine such parties’ interests in a potential transaction with the Company and that each of those parties ultimately declined to pursue a transaction with the Company.

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Likelihood of Consummation. The Board considered that the Offer would reasonably likely be consummated in light of the facts that (i) the Offeror has the financial ability and willingness to consummate the Offer, (ii) the Offer is not subject to any financing condition and (iii) the other conditions to the Offer are reasonable and customary.

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Speed of Completion. The Board considered the anticipated timing of the consummation of the Offer, and the structure of the transaction as a tender offer for the Outstanding Shares, ADSs and Outstanding Equity Instruments, which, subject to the satisfaction or waiver of the applicable conditions set forth in the Combination Agreement, should allow holders of Equity Interests to receive the consideration for

their Shares, ADSs and Outstanding Equity Instruments in a relatively short timeframe. The Board considered that the potential for closing the Offer in a relatively short timeframe could also reduce the amount of time in which the Company’s business would be subject to the potential disruption and uncertainty pending closing.

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Ability to Respond to Third-Party Takeover Proposals. The Board considered the terms and conditions of the Combination Agreement related to the Company’s ability to respond to third parties making takeover proposals under certain circumstances, including:

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the right of the Company, under certain circumstances and subject to certain conditions, to furnish non-public information to, and to participate in discussions with, third parties in response to certain written proposals relating to alternative acquisition transactions; and

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the right of the Board, under certain circumstances and subject to certain conditions, to withdraw or change its recommendation in favor of the Offer if the failure to do so would be inconsistent with its fiduciary duties in the following circumstances and to terminate the Combination Agreement in order to enter into a written definitive agreement providing for an alternative acquisition transaction.

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Terms of the Offer. The Board considered the terms and conditions of the Offer and the Combination Agreement. In addition, the Board viewed as desirable provisions in the Combination Agreement that prohibit the Offeror from changing the terms of the Offer, without the consent of the Company, in a manner that (i) decreases the Offer consideration, (ii) changes the form of consideration to be paid in the Offer, (iii) decreases the number of Shares, ADSs or Outstanding Equity Instruments sought in the Offer, (iv) extends or otherwise changes the expiration date of the Offer (except for the Subsequent Offer Period or as otherwise provided in the Combination Agreement), (v) imposes additional conditions to the Offer or (vi) otherwise amends, modifies or supplements the conditions to the Offer or terms and conditions of the Offer to the detriment in any material respect to the holders of Equity Interests.

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Guggenheim Securities’ Opinion. The Board considered the opinion of Guggenheim Securities, dated January 19, 2016, to the Board as to the fairness, from a financial point of view and as of such date, of the Share Consideration (as defined below) to be received in the Offer by holders of Outstanding Shares and ADSs (other than Acorda and its affiliates), which opinion was based on the matters considered, the procedures followed, the assumptions made and various limitations of and qualifications to the review undertaken as more fully described below under the caption “—(d) Opinion of the Company’s Financial Advisor.” Guggenheim Securities’ opinion does not constitute advice or a recommendation to any security holder of Biotie as to whether to tender any securities pursuant to the Offer or how to act with respect to the Offer or any other matter.

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Irrevocable Undertakings. The Board considered that certain shareholders of the Company, solely in their capacities as shareholders, are supportive of the transaction and have agreed, pursuant to and subject to the conditions of the Irrevocable Undertakings, to tender their Equity Interests, representing approximately 60% (on a fully diluted basis) of the Outstanding Shares and votes in Biotie as of January 14, 2016, the second to last trading day prior to announcement of the transaction, into the Offer, subject to the terms and conditions of the Irrevocable Undertakings, as more fully described in “—(c) Intent to Tender” below.

The Board also considered a number of uncertainties and risks in its deliberations concerning the transactions contemplated by the Combination Agreement, including the Offer, including:

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No Ongoing Equity Interest in the Company. The Board considered the fact that the shareholders of the Company will have no ongoing equity interest in the Company going forward, meaning that the shareholders will cease to participate in the Company’s future potential growth or to benefit from potential increases in the value of the Shares.

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Inability to Solicit Other Takeover Proposals. The Board considered the covenant in the Combination Agreement prohibiting the Company from further soliciting other potential acquisition proposals, and restricting its ability to entertain other potential acquisition proposals unless certain conditions are satisfied.

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Termination Fee and Expenses. The Board considered the fact that the Company would be obligated to pay a termination fee of $4,500,000 as compensation for the Offeror’s reasonable transaction costs if the Combination Agreement is terminated under certain circumstances, including to accept a superior proposal, and that the amount of the termination fee was reasonable, would not likely deter competing bids and would not likely be required to be paid unless the Company entered into a more favorable transaction.

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Failure to Close. The Board considered that the conditions to the Offeror’s obligation to accept for payment and pay for the Equity Interests tendered pursuant to the Offer were subject to conditions, and the possibility that such conditions may not be satisfied, including as a result of events outside of the Company’s control. The Board considered the fact that, if the Offer is not consummated, the Company’s directors and other employees will have expended extensive time and effort and will have experienced significant distractions from their work during the pendency of the transaction, and the Company will have incurred significant transaction costs attempting to consummate the transaction. The Board also considered the fact that, if the Offer is not completed, the market’s perception of the Company’s continuing business could potentially result in a loss of vendors, business partners, collaboration partners and employees and that the trading price of the Shares and ADSs could be adversely affected.

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Interim Operating Covenants. The Board considered that, under the terms of the Combination Agreement, the Company has agreed that it will carry on its business in the ordinary course consistent with past practice and, subject to specified exceptions, that the Company will not take a number of actions related to the conduct of its business without the prior written consent of the Offeror. The Board further considered that these terms may limit the ability of the Company to pursue business opportunities that it would otherwise pursue.

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Effect of Announcement. The Board considered the effect of the public announcement of the transaction on the Company’s operations, Share and ADS price and employees, as well as its ability to attract and retain key personnel while the transaction is pending.

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No Reverse Termination Fee. The Board considered the fact that the Offeror will be able to terminate the Combination Agreement under certain circumstances that may be outside of the Company’s control, without the payment of any reverse termination fee to the Company.

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Interests of the Board. The Board considered the potential conflict of interest created by the fact that the Company’s directors have financial interests in the transactions contemplated by the Combination Agreement, including the Offer, that may be different from or in addition to those of other holders of Equity Interests, as more fully described in “Past Contracts, Transactions, Negotiations and Agreements” above in Item 3.

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Transaction Costs. The Board considered the fact that the Company has and will continue to incur significant transaction costs and expenses in connection with the proposed transaction, regardless of whether or not such transaction is consummated.

The discussion of factors considered by the Board described above is not intended to be exhaustive; rather it summarizes the material factors considered. Due to the variety of factors and the quality and amount of information considered, the Board did not find it practicable to, and did not make specific assessments of, quantify or assign relative weights to the specific factors considered in (i) making the determination that the Combination Agreement and the transactions contemplated thereby were fair to and in the best interests of the Company’s shareholders, (ii) approving, adopting and declaring advisable the Combination Agreement and the transactions contemplated thereby and (iii) recommending that the holders of Equity Interests accept the Offer

and tender their Equity Interests pursuant to the Offer. Instead, the Board made its determination after consideration of all factors taken together. In addition, individual members of the Board may have given different weight to different factors.

(c)

Intent to Tender

As an inducement to the Company’s and the Offeror’s willingness to enter into the Combination Agreement, the Offeror entered into Irrevocable Undertakings with entities affiliated with each of Versant Ventures, The Baupost Group, Vivo Capital, OrbiMed, Invesco, Ilmarinen, Sitra and Armistice, members of the Company’s senior management, one director of the Company (Mr. Bailey) and certain employees of the Company (collectively, the “Committed Equityholders”) pursuant to which, subject to certain terms and conditions, the Committed Equityholders agreed to tender and not withdraw all Equity Interests owned by such Committed Equityholders into the Offer, within ten business days from the beginning of the acceptance period of the Offer. The Committed Equityholders collectively hold approximately 65% (on a fully diluted basis) of the Outstanding Shares and votes in Biotie.

Pursuant to the Irrevocable Undertakings, the Committed Equityholders agreed, subject to certain terms and conditions, to (i) accept the Offer, and to tender or cause to tender and sell or cause to be sold to the Offeror the Equity Interests owned at the time of the execution of the Irrevocable Undertaking and any additional Equity Interests acquired prior to the earlier of the Termination Date (as defined below) and the expiration of the Offer, in the Offer for the applicable consideration, (ii) deliver or cause to be delivered evidence of such acceptance pursuant to the terms of the Offer to the Offeror within ten (10) business days from the beginning of the acceptance of the Offer, (iii) not exercise voting rights pertaining to the Equity Interests in favor of a transaction competitive with the Offer subject to certain exceptions set forth in the Irrevocable Undertakings, (iv) not sell, transfer, grant any option with respect to, pledge or otherwise dispose of any of the Equity Interests owned or controlled prior to the earlier of the Termination Date and the expiration of the Offer, (v) not solicit any inquiries with respect to or solicit or accept any public or private proposal or offer (including, without limitation, any proposal or offer to all holders of the Equity Interests), other than the Offer, for the Equity Interests owned or controlled prior to the earlier of the Termination Date and the expiration of the Offer and (vi) not withdraw such Committed Equityholder’s acceptance of the Offer in respect of any such Equity Interests regardless of any right of withdrawal contained in the terms and conditions of the Offer or any legal right to withdraw.

Notwithstanding the foregoing, in the event that the Company enters into discussions with a competing bidder in accordance with the Combination Agreement and the Board requests that the Committed Equityholders engage in discussions with the competing bidder, then the Committed Equityholders may engage in such discussions, provided that the Committed Equityholders may not, prior to the earlier of the Termination Date and the expiration of the Offer (i) discuss, offer or otherwise negotiate with any competing bidder regarding the acquisition or other transfer to such competing bidder of any Equity Interests of such Committed Equityholders at a price lower than the consideration offered pursuant to the Offer or (ii) enter into any undertaking with respect to any such competing transaction unless and until the applicable Irrevocable Undertaking has terminated in accordance with its terms.

The Irrevocable Undertakings remain valid and in force until the first of the following has taken place, at which date and time such Irrevocable Undertakings immediately and automatically terminate in full (the “Termination Date”): (i) the Board fails to recommend that the holders of Equity Interests accept the Offer or has modified or withdrawn such recommendation, (ii) the completion and settlement of the Offer, (iii) the Offeror has made a public announcement to the effect that it will not complete the Offer, (iv) the Combination Agreement has been terminated, (v) any amendment has been made to the Offer that reduces the applicable consideration offered pursuant to the Offer or otherwise materially changes the terms and conditions of the Offer in a manner adverse to such Committed Equityholder or (vi) the Offer, having launched or published, has failed to be completed by June 19, 2016.

The foregoing description of the Irrevocable Undertakings is qualified in its entirety by the full text of the Irrevocable Undertakings, copies of the forms of which are filed as Exhibit (e)(2) to this Schedule 14D-9 and are incorporated herein by reference.

(d)

Opinion of the Company’s Financial Advisor

Overview

Biotie has retained Guggenheim Securities to act as its financial advisor with respect to the Offer. In selecting Guggenheim Securities as its financial advisor, the Board considered that, among other things, Guggenheim Securities is an internationally recognized investment banking, financial advisory and securities firm whose senior professionals have substantial experience advising companies in, among other industries, the biotechnology, life sciences and pharmaceutical sectors. Guggenheim Securities, as part of its investment banking, financial advisory and capital markets businesses, is regularly engaged in the valuation and financial assessment of businesses and securities in connection with mergers and acquisitions, recapitalizations, spin-offs/split-offs, restructurings, securities offerings in both the private and public capital markets and valuations for corporate and other purposes.

At the January 19, 2016 meeting of the Board, Guggenheim Securities rendered its oral opinion, which was confirmed in writing, to the Board to the effect that, as of January 19, 2016 and based on the matters considered, the procedures followed, the assumptions made and various limitations of and qualifications to the review undertaken, the Share Consideration to be received in the Offer by holders of Outstanding Shares and ADSs (other than Acorda and its affiliates) pursuant to the Combination Agreement was fair, from a financial point of view, to such holders. For purposes of Guggenheim Securities’ opinion, the term “Share Consideration” refers to the EUR 0.2946 per Share cash consideration.

This description of Guggenheim Securities’ opinion is qualified in its entirety by the full text of the written opinion, which is attached as Annex A to this Schedule 14D-9 and which you should read carefully and in its entirety. Guggenheim Securities’ written opinion sets forth the matters considered, the procedures followed, the assumptions made and various limitations of and qualifications to the review undertaken by Guggenheim Securities. Guggenheim Securities’ written opinion, which was authorized for issuance by the Fairness Opinion and Valuation Committee of Guggenheim Securities, is necessarily based on economic, capital markets and other conditions, and the information made available to Guggenheim Securities, as of the date of such opinion. Guggenheim Securities noted for the Board that the global capital markets have been experiencing and remain subject to volatility, and Guggenheim Securities expressed no view or opinion as to any potential effects of such volatility on Biotie or the Offer. Guggenheim Securities has no responsibility for updating or revising its opinion based on facts, circumstances or events occurring after the date of the rendering of the opinion.

In reading the discussion of Guggenheim Securities’ opinion set forth below, you should be aware that such opinion:

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was provided to the Board (in its capacity as such) for its information and assistance in connection with its evaluation of the Share Consideration;

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did not constitute a recommendation to the Board with respect to the Offer;

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does not constitute advice or a recommendation to any security holder of Biotie as to whether to tender any securities pursuant to the Offer or how any such security holder should act with respect to the Offer or any other matter;

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did not address Biotie’s underlying business or financial decision to pursue the Offer, the relative merits of the Offer as compared to any alternative business or financial strategies that might exist for Biotie or the effects of any other transaction in which Biotie might engage;

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addressed only the fairness, from a financial point of view, of the Share Consideration to holders of Outstanding Shares and ADSs (other than Acorda and its affiliates) to the extent expressly specified therein;

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expressed no view or opinion as to any other term, aspect or implication of the Offer or the Combination Agreement, including, without limitation, the form or structure of the Offer, any consideration payable in respect, or any tender, exercise, redemption, conversion, rollover or assumption, of other securities (including warrants, options and other equity-based grants) of Biotie or any term, aspect or implication of any tender agreement or any other agreement, transaction document or instrument contemplated by the Combination Agreement or otherwise or to be entered into or amended in connection with the Offer;

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expressed no view or opinion as to the fairness, financial or otherwise, of the Offer to, or of any consideration to be paid to or received by, the holders of any class of securities (other than the fairness, from a financial point of view, of the Share Consideration to holders of Outstanding Shares and ADSs (other than Acorda and its affiliates) to the extent expressly specified herein), creditors or other constituencies of Biotie;

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expressed no view or opinion as to the fairness, financial or otherwise, of the amount or nature of any compensation payable to or to be received by any of Biotie’s or Acorda’s directors, officers or employees, or any class of such persons, in connection with the Offer relative to the Share Consideration or otherwise;

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did not address the individual circumstances of specific holders with respect to rights or aspects which may distinguish such holders or the securities of Biotie held by such holders, did not address, take into consideration or give effect to any rights, preferences, restrictions or limitations or other attributes of any such securities and did not in any way address proportionate allocation or relative fairness; and

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assumed that each outstanding ADS has a value equivalent to 80 Shares.

In the course of performing its reviews and analyses for rendering its opinion, Guggenheim Securities:

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reviewed a draft of the Combination Agreement dated as of January 18, 2016;

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reviewed certain publicly available business and financial information regarding Biotie;

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reviewed certain non-public business and financial information regarding Biotie’s businesses and prospects (including the Management Projections and estimates as to potentially realizable existing net operating loss carryforwards expected to be utilized by Biotie), all as prepared and provided to Guggenheim Securities by Biotie’s senior management;

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discussed with Biotie’s senior management their views of Biotie’s businesses, operations, historical and projected financial results and future prospects;

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reviewed the historical prices of Shares and ADSs;

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performed discounted cash flow analyses based on the Management Projections and the estimates as to potentially realizable existing net operating loss carryforwards expected to be utilized by Biotie, in each case as furnished to Guggenheim Securities by Biotie;

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reviewed implied transaction values and financial metrics of certain mergers and acquisitions that Guggenheim Securities deemed relevant in evaluating the Offer;

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reviewed implied enterprise values of certain publicly traded companies that Guggenheim Securities deemed relevant in evaluating Biotie; and

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conducted such other studies, analyses, inquiries and investigations as Guggenheim Securities deemed appropriate.

With respect to the information used in arriving at its opinion, Guggenheim Securities notes that:

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Guggenheim Securities relied upon and assumed the accuracy, completeness and reasonableness of all industry, business, financial, legal, regulatory, tax, accounting, actuarial and other information (including, without limitation, any financial projections, estimates as to potentially realizable existing

net operating loss carryforwards expected to be utilized by Biotie, other estimates and other forward-looking information) furnished by or discussed with Biotie or obtained from public sources, data suppliers and other third parties.

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Guggenheim Securities (i) did not assume any responsibility, obligation or liability for the accuracy, completeness, reasonableness, achievability or independent verification of, and Guggenheim Securities did not independently verify, any such information (including, without limitation, any financial projections, estimates as to potentially realizable existing net operating loss carryforwards expected to be utilized by Biotie, other estimates and other forward-looking information), (ii) expressed no view, opinion, representation or warranty (in each case, express or implied) regarding the (a) reasonableness of operating loss carryforwards expected to be utilized by Biotie, other estimates and other forward-looking information or the assumptions upon which they were based or (b) probability adjustments included in such financial projections and (iii) relied upon the assurances of Biotie’s senior management that they were unaware of any facts or circumstances that would make such information (including, without limitation, any financial projections, estimates as to potentially realizable existing net operating loss carryforwards expected to be utilized by Biotie, other estimates and other forward-looking information) incomplete, inaccurate or misleading.

•

Specifically, with respect to any (i) financial projections, estimates as to potentially realizable existing net operating loss carryforwards expected to be utilized by Biotie, other estimates and other forward-looking information furnished by or discussed with Biotie, (a) Guggenheim Securities was advised by Biotie’s senior management, and Guggenheim Securities assumed, that such financial projections, estimates as to potentially realizable existing net operating loss carryforwards expected to be utilized by Biotie, other estimates and other forward-looking information utilized in its analyses had been reasonably prepared on bases reflecting the best then-currently available estimates and judgments of Biotie’s senior management as to the expected future performance of Biotie and (b) Guggenheim Securities assumed that such financial projections, estimates as to potentially realizable existing net operating loss carryforwards expected to be utilized by Biotie, other estimates and other forward-looking information had been reviewed by the Board with the understanding that such information would be used and relied upon by Guggenheim Securities in connection with rendering its opinion and (ii) financial projections, other estimates and/or other forward-looking information obtained by Guggenheim Securities from public sources, data suppliers and other third parties, Guggenheim Securities assumed that such information was reasonable and reliable. Guggenheim Securities was advised by the Board and senior management, based on their assessments as to the relative likelihood of achieving the future financial results for Biotie as reflected in the Management Projections, to rely for purposes of Guggenheim Securities’ analyses and opinion on such Management Projections.

•

Guggenheim Securities relied upon, without independent verification, the assessments of Biotie’s senior management as to, among other things, (i) the potential impact on Biotie of market and other trends in and prospects for, and governmental, regulatory and legislative matters relating to or affecting, the biotechnology, life sciences and pharmaceutical sectors in which Biotie operates, (ii) Biotie’s existing and future products and product candidates, including the validity of, and risks associated with, such products, product candidates and intellectual property, and (iii) the probabilities of successful commercialization of, and peak worldwide sales attributable to, such products and product candidates (including, without limitation, the timing and probabilities of successful development, testing, manufacturing and marketing thereof; approval thereof by relevant governmental authorities; prospective product-related sales prices, annual sales price increases and volumes with respect thereto; the validity and life of patents with respect thereto; and the potential impact of competition thereon). Guggenheim Securities assumed that there would not be any developments with respect to any such matters that would be meaningful in any respect to its analyses or opinion.

•

Guggenheim Securities utilized a publicly available euro to U.S. dollar exchange rate, and Guggenheim Securities assumed that such exchange rate was reasonable to utilize for purposes of its analyses and that any currency or exchange rate fluctuations would not be meaningful in any respect to its analyses

or opinion. Guggenheim Securities did not assess or consider, for purposes of its analyses and opinion, foreign currency exchange risks associated with the Offer.

Guggenheim Securities also notes certain other considerations with respect to its engagement and its opinion:

•

During the course of Guggenheim Securities’ engagement, Guggenheim Securities was asked by the Board to solicit indications of interest from various third parties regarding a potential transaction with Biotie, and Guggenheim Securities considered the results of such solicitation process in rendering its opinion.

•

Guggenheim Securities did not perform or obtain any independent appraisal of the assets or liabilities (including any contingent, derivative or off-balance sheet assets and liabilities) of Biotie or any other entity or the solvency or fair value of Biotie or any other entity, nor was Guggenheim Securities furnished with any such appraisals.

•

Guggenheim Securities did not express any view or render any opinion regarding the tax consequences to Biotie or holders of Shares, ADSs or any other Equity Interests of the Offer. Guggenheim Securities’ professionals are not legal, regulatory, tax, consulting, accounting, appraisal or actuarial experts and Guggenheim Securities’ opinion should not be construed as constituting advice with respect to such matters; accordingly, Guggenheim Securities relied on the assessments of Biotie and its other advisors with respect to such matters.

Guggenheim Securities further assumed that:

•

In all respects material to its analyses, (i) the final executed form of the Combination Agreement would not differ from the draft that Guggenheim Securities reviewed, (ii) Biotie and Acorda will comply with all terms of the Contribution Agreement and (iii) the representations and warranties of Biotie and Acorda contained in the Contribution Agreement are true and correct and all conditions to the obligations of each party to the Contribution Agreement to consummate the Offer will be satisfied without any waiver thereof.

•

The Offer will be consummated in a timely manner, in accordance with the terms of the Contribution Agreement and in compliance with all applicable laws, documents and other requirements, without any limitations, restrictions, conditions, waivers, amendments or modifications (regulatory, tax-related or otherwise) that would be meaningful in any respect to Guggenheim Securities’ analyses or opinion.

•

Guggenheim Securities expressed no view or opinion as to the price or range of prices at which Shares, ADSs or other securities of Biotie may trade or otherwise be transferable at any time, including subsequent to the announcement or consummation of the Offer.

Summary of Financial Analyses

Overview of Financial Analyses

This “Summary of Financial Analyses” presents a summary of the principal financial analyses performed by Guggenheim Securities and presented to the Board in connection with Guggenheim Securities’ rendering of its opinion. Such presentation to the Board was supplemented by Guggenheim Securities’ oral discussion, the nature and substance of which may not be fully described herein.

Some of the financial analyses summarized below include summary data and information presented in tabular format. In order to understand fully such financial analyses, the summary data and tables must be read together with the full text of the summary. Considering the summary data and tables alone could create a misleading or incomplete view of Guggenheim Securities’ financial analyses.

The preparation of a fairness opinion is a complex process and involves various judgments and determinations as to the most appropriate and relevant financial analyses and the application of those methods to

the particular circumstances involved. A fairness opinion therefore is not readily susceptible to partial analysis or summary description, and taking portions of the financial analyses set forth below, without considering such analyses as a whole, would in Guggenheim Securities’ view create an incomplete and misleading picture of the processes underlying the financial analyses considered in rendering Guggenheim Securities’ opinion.

In arriving at its opinion, Guggenheim Securities:

•

based its financial analyses on assumptions that it deemed reasonable, including assumptions concerning general business and economic conditions, capital markets considerations and industry-specific and company-specific factors, all of which are beyond the control of Biotie, Acorda and Guggenheim Securities;

•

did not form a view or opinion as to whether any individual analysis or factor, whether positive or negative, considered in isolation, supported or failed to support its opinion;

•

considered the results of all of its financial analyses and did not attribute any particular weight to any one analysis or factor; and

•

ultimately arrived at its opinion based on the results of all of its financial analyses assessed as a whole and believes that the totality of the factors considered and the various financial analyses performed by Guggenheim Securities in connection with its opinion operated collectively to support its determination as to the fairness, from a financial point of view, of the Share Consideration to be received in the Offer by holders of Outstanding Shares and ADSs (other than Acorda and its affiliates).

With respect to the financial analyses performed by Guggenheim Securities in connection with rendering its opinion:

•

Such financial analyses, particularly those based on estimates and projections, are not necessarily indicative of actual values or actual future results, which may be significantly more or less favorable than suggested by these analyses.

•

None of the selected publicly traded companies described below is identical or directly comparable to Biotie, and none of the selected precedent merger and acquisition transactions described below is identical or directly comparable to the Offer; however, such companies and transactions were selected by Guggenheim Securities, among other reasons, because they represented or involved target companies which may be considered broadly similar to Biotie based on Guggenheim Securities’ familiarity with the biotechnology, life sciences and pharmaceutical sectors.

•

In any event, financial benchmarking is not mathematical; rather, such benchmarking involves complex considerations and judgments concerning the differences in business, financial, operating and capital markets-related characteristics and other factors regarding the selected publicly traded companies and selected precedent merger and acquisition transactions to which Biotie and the Offer were compared.

•

Such financial analyses do not purport to be appraisals or to reflect the prices at which any securities may trade or otherwise be transferable at the present time or at any time in the future.

Certain Definitions. Throughout this “Summary of Financial Analyses,” the term “exchange rate” means a daily average euro to U.S. dollar exchange rate over the period from January 11, 2016 to January 15, 2016 of 1.0864.

Recap of Implied Transaction Value and Offer Price Overview

Based on the Share Consideration and, in the case of ADSs, after applying the exchange rate and assuming that each ADS represents 80 Shares, Guggenheim Securities calculated various implied Offer-related premia and the implied total equity and equity equivalents value and implied enterprise value for Biotie as outlined in the table below:


Offer Premia and Implied Enterprise Value
Share Consideration	€	0.2946
Implied ADS Consideration	$	25.60


	Biotie Share/ADS Price
Acquisition Premium/(Discount) Relative to Biotie’s (Except 52-Week Highs):
Closing Share Price @ 1/15/16	€	0.1510		95.1	%
90-day Volume-Weighted Average Share Price⁽¹⁾		0.1599		84.2
Percent of Past Year’s High Share Price (Intraday)		0.2600		113.3
Closing ADS Price @ 1/15/16	$	13.20		94.0	%
90-day Volume-Weighted Average ADS Price⁽²⁾		14.26		79.6
ADS IPO Price		14.89		72.0
Percent of Past Year’s High ADS Price (Intraday)		25.39		100.8
Implied Total Equity and Equity Equivalents Value and Implied Enterprise Value for Biotie:
Implied Total Equity and Equity Equivalents Value			$	363.0
Implied Enterprise Value				314.0

(1)

The 90-day Volume-Weighted Average Share Price was measured based on the period commencing on and including September 4, 2015 and ending on and including January 15, 2016.

(2)

The 90-day Volume-Weighted Average ADS Price was measured based on the period commencing on and including September 9, 2015 and ending on and including January 15, 2016.

Financial Analysis of Biotie

Financial Analysis of Biotie Recap. In assessing the Share Consideration from a financial point of view in connection with rendering its opinion, Guggenheim Securities performed sum-of-the-parts discounted cash flow analyses. Guggenheim Securities also observed selected precedent transactions and selected public companies analyses, one-day premiums in selected all-cash transactions, Wall Street equity research analysts’ price targets and historical trading price ranges. Guggenheim Securities further observed for informational purposes the reference ranges described below for ADSs in U.S. dollars (after applying the exchange rate and assuming that each ADS represents 80 Shares). Based on guidance provided by Biotie’s senior management, Guggenheim Securities assumed, where noted in this “Summary of Financial Analyses,” that Biotie would conduct a potential $50 million near-term equity financing (the “Equity Financing”) with net proceeds of approximately $47 million. Based on such guidance, the Equity Financing is expected to be effected on December 31, 2016 at a price that bears a 7.5% discount to an estimated future share price of Biotie on that same date, projected to increase from the current price of Shares at Biotie’s cost of equity of 15.1% per year (the “Equity Offer Price”) and assuming fees and expenses of 6%.


Biotie Financial Analysis Recap
Share Consideration	€	0.2946
Implied ADS Consideration	$	25.60


	Reference Ranges
Primary Financial Analyses	Low		High
Sum-of-the-Parts Discounted Cash Flow Analyses:
No Equity Financing
Shares	€	0.2129	€	0.3868
ADSs	$	18.51	$	33.62
With Equity Financing
Shares	€	0.2012	€	0.3426
ADSs	$	17.49	$	29.78


	Reference Ranges
Reference Items	Low		High
Selected Precedent Transactions Analysis
Shares	€	0.1772	€	0.3955
ADSs	$	15.40	$	34.37
Selected Public Companies Analysis
Shares	€	0.1002	€	0.2072
ADSs	$	8.71	$	18.01
One-Day Premiums Paid
Shares	€	0.1826	€	0.2479
ADSs	$	15.87	$	21.55
Wall Street Equity Research Price Targets
Shares	€	0.1998	€	0.3499
ADSs	$	17.37	$	30.41
ADS Price Range Since U.S. IPO (Intraday)
ADS Price Converted into Share Price	€	0.1430	€	0.2921
ADSs	$	12.43	$	25.39
Share Price Range During Past Year (Intraday)
Shares	€	0.1420	€	0.2600
Share Price Converted into ADS Price	$	12.34	$	22.60

Sum-of-the-Parts Discounted Cash Flow Analysis. Guggenheim Securities performed a sum-of-the-parts financial analysis to derive an approximate implied equity value per Share as follows:

Guggenheim Securities performed a sum-of-the-parts discounted cash flow analysis to calculate estimated implied present values as of December 31, 2015 using a selected discount rate of 14.5% for the (i) tozadenant U.S., (ii) tozadenant ex-U.S., (iii) SYN120, (iv) BTT1023 and (v) Selincro products and product candidates of Biotie based on the Management Projections and other estimates relating to Biotie provided by Biotie’s senior management. Specifically, the sum-of-the-parts discounted cash flow analysis utilized estimates (reflecting Biotie’s senior management’s view of the probability of success for required clinical trials and regulatory approvals of the individual product candidates) of the standalone unlevered, after-tax (without regard for the use of estimates as to potentially realizable existing net operating loss carryforwards expected by Biotie’s senior management to be utilized by Biotie on a standalone basis) free cash flows that Biotie could generate from each product or product candidate during the calendar years ending December 31, 2016 through December 31, 2034 (or, in the case of Selincro, during the calendar years ending December 31, 2016 through December 31, 2029) based on such Management Projections and other estimates. Based on guidance provided by Biotie’s senior management, Guggenheim Securities calculated a terminal value only for tozadenant U.S. at the end of the applicable projection period. Such terminal value was calculated by applying to the estimated standalone unlevered, after-tax free cash flows that Biotie could generate from tozadenant U.S. at the end of the relevant projection period a selected perpetuity growth rate of (5.0%). Guggenheim Securities then observed an approximate implied aggregate product value for all of the product or product candidates based on the approximate implied present values described above.

Guggenheim Securities also performed a discounted cash flow analysis to calculate estimated implied present values as of December 31, 2015 of the standalone unlevered, after-tax free cash flows that Biotie could generate from (i) Biotie’s aggregate unallocated corporate expenses using a selected discount rate of 14.5% and (ii) potentially realizable existing net operating loss carryforwards expected by Biotie’s senior management to be utilized by Biotie on a standalone basis using a selected discount rate of 10% during the calendar years ending December 31, 2016 through December 31, 2034 based on the Management Projections and other estimates relating to Biotie provided by Biotie’s senior management. Based on guidance provided by Biotie’s senior management, Guggenheim Securities calculated a terminal value only for the U.S. portion of Biotie’s unallocated corporate expenses (which represented 50% of the total unallocated corporate expenses) at the end of the

projection period. Such terminal value was calculated by applying to the standalone unlevered, after-tax free cash flows that Biotie could generate from such corporate expenses at the end of the projection period a selected perpetuity growth rate of (5.0%). Guggenheim Securities also calculated illustrative estimated net cash for Biotie based on Biotie’s total projected cash balance and projected debt balance as of December 31, 2015, as provided by Biotie’s senior management.

Guggenheim Securities then observed an approximate implied overall equity value for Biotie based on the approximate implied aggregate product value, the approximate implied present values of the aggregate unallocated corporate expenses and potentially realizable existing net operating loss carryforwards and illustrative estimated net cash described above.

These analyses indicated the following approximate implied present values, illustrative estimated net cash, approximate implied aggregate product value and approximate implied overall equity value described above and approximate implied per Share and per ADS equity values based on the midpoint of Biotie’s senior management’s assumptions both before and after taking into account the Equity Financing:


USD in thousands (except per share data)	PoS Adjusted Implied Present Values			Implied Per Share Equity Value		Implied Per ADS Equity Value
Tozadenant U.S.	$	317,354
Other product candidates and products*		60,585
Implied Aggregate Product Value	$	377,939
Unallocated Corporate Expenses		(82,085	)
Existing NOL		15,705
Estimated Net Cash		49,029
Implied Overall Equity Value	$	360,588		€	0.2927	$	25.44
Equity Financing		47,000
Implied Overall Equity Value with Equity Financing	$	407,588		€	0.2661	$	23.12

*	The Management Projections for Selincro are not adjusted for probability of success.

Guggenheim Securities then observed the following approximate implied overall per Share equity value reference range for Biotie using a selected range of discount rates of 13.5% to 15.5% and Biotie’s senior management’s estimates as to potential tozadenant U.S. annual net sales prices and annual net sales price growth of $9,000 to $12,000 and 3.0% to 7.0%, respectively, before taking into account the Equity Financing, as compared to the Share Consideration.


Implied Overall Per Share Equity Value Reference Range		Share Consideration
€0.2129 – €0.3868		€0.2946

Guggenheim also observed an approximate implied overall per Share equity value reference range for Biotie after taking into account the Equity Financing, with illustrative estimated net cash described above increased by the net proceeds assumed to be received from the Equity Financing and the number of fully diluted Shares increased by an additional number of Shares assumed to be issued by Biotie in the Equity Financing.

Guggenheim Securities observed the following approximate implied overall per Share equity value reference range for Biotie using a selected range of discount rates of 13.5% to 15.5% and Biotie’s senior management’s estimates as to potential tozadenant U.S. annual net sales prices and annual net sales price growth of $9,000 to $12,000 and 3.0% to 7.0%, respectively, after taking into account the Equity Financing, as compared to the Share Consideration:


Implied Overall Per Share Equity Value Reference Range		Share Consideration
€0.2012 – €0.3426		€0.2946

Solely for reference purposes, Guggenheim Securities also observed the following approximate implied overall implied per Share equity value reference ranges for Biotie after taking into account the Equity Financing using selected ranges of the Equity Financing size of $0 to $100 million and a selected range of Equity Offer Price differential of ($2.00) to $2.00 (assuming all other variables are held constant):

Implied Overall Per Share Equity
Value Reference Range

€0.2353 – €0.2927

Guggenheim Securities noted that such approximate implied overall per Share equity value reference range, after applying the exchange rate and assuming that each ADS represents 80 Shares, indicated the following approximate implied overall per ADS equity value reference range for Biotie:

Implied Overall Per ADS Equity
Value Reference Range

$20.45 – $25.44

Other Financial Reviews and Analyses

In addition to the primary financial analysis in connection with its opinion described above, Guggenheim Securities performed various additional financial reviews and analyses as described below, including the following:

Selected Precedent Merger and Acquisition Transaction Analysis. Using publicly available information, Guggenheim Securities reviewed financial data associated with certain selected precedent merger and acquisition transactions publicly announced from January 1, 2010 to January 15, 2016 that Guggenheim Securities deemed relevant for purposes of this analysis as transactions involving North American and Western European target companies with operations in the biotechnology and pharmaceutical industries with specialty indications (other than orphan and oncology) in Phase 2 and Phase 3 clinical trials. The following selected precedent merger and acquisition transactions, referred to as the selected transactions, were reviewed and considered by Guggenheim Securities for purposes of this analysis:


Selected Transactions
Date Announced	Acquiror	Target Company
8/3/15	Shire plc	Foresight Biotherapeutics, Inc.
3/4/15	Baxter International Inc.	SuppreMol GmbH
9/24/14	Acorda Therapeutics, Inc.	Civitas Therapeutics, Inc.
3/25/13	Shire plc	SARcode Bioscience Inc.
4/10/12	Amgen Inc.	KAI Pharmaceuticals Inc.
10/17/11	Roche Holding AG	Anadys Pharmaceuticals, Inc.
05/12/10	Mesoblast Limited	Angioblast Systems, Inc.
3/9/10	Abbott Laboratories	Facet Biotech Corporation

Guggenheim Securities reviewed transaction values of the selected transactions, calculated as the equity purchase prices paid for the target companies involved in such transactions plus total debt, preferred stock and non-controlling interests (as applicable) less cash and cash equivalents. Financial data of the selected transactions were based on public filings and other publicly available information. Financial and other data of Biotie was based on estimates relating to Biotie provided by Biotie’s senior management. The overall low to high transaction value range observed for the selected transactions was approximately $160 million to $449 million.

Guggenheim Securities observed implied per Share equity value reference ranges for Biotie by adding estimated net cash for Biotie as of December 31, 2015, as provided by Biotie’s senior management, to such transaction values and dividing by Biotie’s fully diluted Shares outstanding as of January 15, 2016 as estimated by Biotie’s senior management. This analysis indicated the following approximate implied per Share equity value reference range for Biotie, as compared to the Share Consideration:


Implied Per Share Equity Value Reference Range		Share Consideration
€0.1772 – €0.3955		€0.2946

Selected Public Companies Analysis. Guggenheim Securities reviewed publicly available financial and stock market information of Biotie and certain selected companies that Guggenheim Securities deemed relevant for purposes of this analysis as publicly traded pre-commercial neurology companies with lead assets in late stage clinical development. The following publicly traded pre-commercial neurology companies, referred to as the selected companies, were selected by Guggenheim Securities for purposes of this analysis:

Selected Companies

¡ Anavex Life Sciences Corp.

¡ Cynapsus Therapeutics Inc.

¡ Marinus Pharmaceuticals, Inc.

¡ NeuroDerm Ltd.

¡ vTv Therapeutics Inc.

Guggenheim Securities reviewed enterprise values, calculated as fully diluted equity values based on closing stock prices on January 15, 2016 plus total debt, preferred stock and non-controlling interests (as applicable) less cash and cash equivalents. Financial data of the selected companies were based on public filings and other publicly available information. Financial and other data of Biotie was based on estimates relating to Biotie provided by Biotie’s senior management. The overall low to high enterprise value range observed for the selected companies was approximately $65 million to $199 million.

Guggenheim Securities observed approximate implied per Share equity value reference ranges for Biotie by adding estimated net cash for Biotie as of December 31, 2015, as provided by Biotie’s senior management, to such enterprise values and dividing by Biotie’s fully diluted Shares outstanding as of January 15, 2016 as estimated by Biotie’s senior management. This analysis indicated the following approximate implied per Share equity value reference range for Biotie, as compared to the Share Consideration:


Implied Per Share Equity Value Reference Range		Share Consideration
€0.1002 – €0.2027		€0.2946

One-Day Premiums Paid. Guggenheim Securities observed premiums paid in 66 all-cash transactions involving North American and Western European publicly traded target companies with operations in the biotechnology and pharmaceutical industries announced from January 1, 2010 to January 15, 2016 based on closing stock prices of the target companies involved in such transactions one day prior to public announcement of, or other disclosures relating to, the relevant transaction. Financial data of the all-cash transactions were based on public filings and other publicly available information. Financial and other data of Biotie was based on

publicly available information. Applying the 25^th percentile and 75^th percentile of one-day premiums derived from such transactions of approximately 20% to 63% (with a mean of approximately 50% and a median of approximately 39%) to Biotie’s per Share closing price on January 15, 2016 of €0.1510 per Share indicated the following approximate implied per Share equity value reference range for Biotie, as compared to the Share Consideration:


Implied Per Share Equity Value Reference Range		Share Consideration
€0.1826 – €0.2479		€0.2946

Wall Street Equity Research Price Targets. Guggenheim Securities observed one-year forward price targets for Shares as reflected in selected publicly available Wall Street equity research analysts’ reports, which indicated the following approximate target Share price range (discounted one year back utilizing a discount rate equal to Biotie’s cost of equity of 15.1%) for Biotie, as compared to the Share Consideration:

Target Share Price

Reference Range

Share
Consideration

€0.1998 – €0.3499

€0.2946

ADS Price Range Since U.S. IPO. Guggenheim Securities observed the historical trading performance of ADSs over the period from June 10, 2015 (the date of Biotie’s public offering of ADSs) to January 15, 2016 based on publicly available information, which indicated the following approximate low to high intraday prices for ADSs converted into Share price during such period, as compared to the Share Consideration:

Low to High

Intraday Share Prices

Share
Consideration

€0.1430 – €0.2921

€0.2946

Share Price Range During Past Year. Guggenheim Securities observed the historical trading performance of Shares over the 52-week period ended January 15, 2016 based on publicly available information, which indicated the following approximate low to high intraday prices for Shares during such period, as compared to the Share Consideration:

Low to High

Intraday Share Prices

Share
Consideration

€0.1420 – €0.2600

€0.2946

Other Considerations

Biotie did not provide specific instructions to, or place any limitations on, Guggenheim Securities with respect to the procedures to be followed or factors to be considered in performing its financial analyses or providing its opinion. The type and amount of consideration payable in the Offer were determined through negotiations between Biotie and Acorda and were approved by the Board. The decision to enter into the Combination Agreement was solely that of the Board. Guggenheim Securities’ opinion was just one of the many factors taken into consideration by the Board. Consequently, Guggenheim Securities’ financial analyses should not be viewed as determinative of the decision of the Board with respect to the fairness, from a financial point of view, of the Share Consideration to be received in the Offer by holders of Shares and ADSs (other than Acorda and its affiliates).

Item 5.

Person/Assets Retained, Employed, Compensated or Used

Biotie retained Guggenheim Securities to act as its financial advisor with respect to the Offer. Under the terms of Guggenheim Securities’ engagement, Biotie has agreed to pay Guggenheim Securities for its financial

advisory services in connection with the Offer an aggregate fee currently estimated to be approximately $6.0 million, of which a portion was payable upon delivery of Guggenheim Securities’ opinion and approximately $5.0 million is payable contingent upon completion of the Offer. In addition, Biotie has agreed to reimburse Guggenheim Securities for its expenses, including fees and expenses of counsel, and to indemnify Guggenheim Securities and related parties against liabilities, including liabilities under federal securities laws, arising out of or in connection with the services rendered and to be rendered by Guggenheim Securities under its engagement.

Guggenheim Securities has been previously engaged during the past three years and is currently engaged by Biotie to provide certain financial advisory or investment banking services in connection with matters unrelated to the Offer, for which Guggenheim Securities has received (or expects to receive) customary fees. Specifically during the three-year period prior to the date of Guggenheim Securities’ opinion, as the Board was aware, Guggenheim Securities has acted as financial advisor to Biotie in connection with various acquisition and disposition activities, partnership arrangements and other general advisory matters, for which services during such three-year period Guggenheim Securities received aggregate fees of approximately $1.7 million. Guggenheim Securities has not provided financial advisory or investment banking services to Acorda during the three-year period prior to the date of its opinion for which Guggenheim Securities has received fees. Guggenheim Securities may seek to provide Biotie, Acorda and their respective affiliates with certain financial advisory and investment banking services unrelated to the Offer in the future.

Guggenheim Securities and its affiliates and related entities engage in a wide range of financial services activities for Guggenheim Securities’ and its affiliates’ own accounts and the accounts of its and their customers, including: asset, investment and wealth management; investment banking, corporate finance, mergers and acquisitions and restructuring; merchant banking; fixed income and equity sales, trading and research; and derivatives, foreign exchange and futures. In the ordinary course of these activities, Guggenheim Securities or its affiliates and related entities may (i) provide such financial services to Biotie, Acorda, other participants in the Offer or their respective affiliates, subsidiaries, investment funds and portfolio companies, for which services Guggenheim Securities or its affiliates and related entities has received, and may receive, compensation and (ii) directly or indirectly, hold long or short positions, trade and otherwise conduct such activities in or with respect to certain bank debt, debt or equity securities and derivative products of or relating to Biotie, Acorda, other participants in the Offer or their respective affiliates, subsidiaries, investment funds and portfolio companies. Furthermore, Guggenheim Securities or its affiliates and related entities and its or their directors, officers, employees, consultants and agents may have investments in Biotie, Acorda, other participants in the Offer or their respective affiliates, subsidiaries, investment funds and portfolio companies.

Consistent with applicable legal and regulatory guidelines, Guggenheim Securities has adopted certain policies and procedures to establish and maintain the independence of its research departments and personnel. As a result, Guggenheim Securities’ research analysts may hold views, make statements or investment recommendations and publish research reports with respect to Biotie, Acorda, other participants in the Offer or their respective affiliates, subsidiaries, investment funds and portfolio companies and the Offer that differ from the views of Guggenheim Securities’ investment banking personnel.

Guggenheim Securities was selected as Biotie’s financial advisor in connection with the Offer because of Guggenheim Securities’ reputation and expertise, as well as Guggenheim Securities’ previous experience with Biotie as a result of Guggenheim Securities’ involvement in Biotie’s 2014 strategic process. Guggenheim Securities is an internationally recognized investment banking, financial advisory and securities firm whose senior professionals have substantial experience advising companies in, among other industries, the biotechnology, life sciences and pharmaceutical sectors. Guggenheim Securities, as part of its investment banking, financial advisory and capital markets businesses, is regularly engaged in the valuation and financial assessment of businesses and securities in connection with mergers and acquisitions, recapitalizations, spin-offs/split-offs, restructurings, securities offerings in both the private and public capital markets and valuations for corporate and other purposes.

Neither Biotie nor any person acting on its behalf has or currently intends to employ, retain or compensate any person to make solicitations or recommendations to the holders of Equity Interests on the behalf of Biotie with respect to the Offer.

Item 6.

Interest in Equity Interests of the Subject Company

Other than as set forth below, no transactions in Equity Interests have been effected during the past 60 days by the Company or, to the best knowledge of the Company, after due inquiry, by any executive officer, director, affiliate or subsidiary of the Company:

•

On January 19, 2016, (i) the members of the Company’s senior management, (ii) one director (Mr. Bailey), (iii) Vivo Capital, an entity affiliated with Dr. Shah and (iv) Versant Ventures, an entity affiliated with Dr. Magni, entered into Irrevocable Undertakings, as described under “Item 4. The Solicitation or Recommendation—(c) Intent to Tender” above.

Item 7.

Purposes of the Transaction and Plans or Proposals

Except as set forth in this Schedule 14D-9, the Company is not engaged in any negotiations in response to the Offer that relate to (i) a tender offer or other acquisition of the Company’s securities by the Company, any subsidiary of the Company or any other person, (ii) an extraordinary transaction, such as a merger, reorganization or liquidation, involving the Company or any subsidiary of the Company, (iii) any purchase, sale or transfer of a material amount of assets by the Company or any subsidiary of the Company or (iv) any material change in the present dividend rate or policy, or indebtedness or capitalization of the Company.

Except as described above or otherwise set forth in this Schedule 14D-9 (including in the Exhibits to this Schedule 14D-9) or as incorporated in this Schedule 14D-9 by reference, there are no transactions, resolutions of the Board, agreements in principle or signed contracts in response to the Offer that relate to, or would result in, one or more of the events referred to in the preceding paragraph.

Item 8.

Additional Information

(a)

Compulsory Redemption; Appraisal Rights

Under Finnish law, a shareholder holding more than 90% of the total number of shares and voting rights in a company has the right to initiate subsequent compulsory redemption judicial arbitration proceedings to redeem the remainder of the issued and outstanding shares in the company (the “Squeeze-out Right”). In addition, the holders of the remaining shares each have a corresponding right to initiate judicial arbitration proceedings to sell their remaining shares in the company to the 90% shareholder (the “Redemption Initiation Right”). However, if the 90% shareholder has initiated proceedings to exercise its Squeeze-out Right, potential Redemption Initiation Right claims by minority shareholders will in practice be combined with and handled in such proceedings.

If at the completion of the Initial Offer Period or any Subsequent Offer Period, the Offeror acquires more than 90%, but less than 100%, of the issued and outstanding Shares and voting rights of the Company, calculated in accordance with Finnish law, it intends to initiate subsequent compulsory redemption proceedings as soon as practicable to acquire the remaining outstanding Shares (including Shares represented by ADSs) for a price equal to that offered in the Offer, and acquire the Outstanding Equity Instruments pursuant to their terms. In accordance with customary Finnish practice, any Redemption Initiation Right claims made by the shareholders of the Company who have not tendered their Shares (including Shares represented by ADSs) in the Offer will be handled in the same arbitration proceedings.

The value of the remaining Shares in a subsequent compulsory redemption proceeding (whether pursuant to the Squeeze-out Right or the Redemption Initiation Right) under Finnish law is determined by an arbitral tribunal. Under the main rule in Finnish law, this value is equal to the price paid in the Offer, but it may also be different than the price under the Offer if there are special grounds to value the Shares differently. If the Offeror

holds more than 90% of the issued and outstanding shares and voting rights of the Company, calculated in accordance with Finnish law, as a result of the Offer, the Offeror intends to request the arbitral tribunal to confirm its right to redeem the remaining Shares at a price equal to the price paid in the Offer.

Holders of ADSs must withdraw their Shares from the ADS program if they wish to participate personally in the subsequent compulsory redemption proceedings but they will be entitled to the value of the Shares determined by the arbitral tribunal even if they continue to hold ADSs (in which case the value will be passed on to the ADS holders by the ADS depositary bank in accordance with the terms and subject to the conditions of the deposit agreement). If the holders of ADSs do not withdraw their Shares from the ADS program to participate personally in the compulsory redemption proceedings, their interest in the proceedings will be supervised by a court-appointed independent trustee representing all the absent minority shareholders in the proceedings.

Subject to the Offeror gaining title to 90% of the Outstanding Shares (including the Shares represented by ADSs) in the Company, the Offeror shall also cause the Shares of the Company to be delisted from Nasdaq Helsinki and the ADSs to be delisted from Nasdaq US and deregistered under the Exchange Act as soon as permitted and reasonably practicable. In order to be able to delist the Shares from Nasdaq Helsinki, acquirers such as the Offeror are in practice required to gain advance title for all the Shares not held by it by posting security in the subsequent compulsory redemption proceedings in an amount acceptable to the arbitral tribunal for the redemption price of the Shares as required by Finnish law.

(b)

Regulatory and Other Approvals

U.S. Antitrust. Under the HSR Act, and the related rules and regulations that have been issued by the Federal Trade Commission (the “FTC”), certain transactions may not be consummated until specified information and documentary material (“Premerger Notification and Report Forms”) have been furnished to the FTC and the Antitrust Division of the U.S. Department of Justice (the “Antitrust Division”) and certain waiting periods have been terminated or expired. These requirements of the HSR Act apply to the acquisition of Equity Interests in the Offer and the Combination Agreement.

The Offeror and the Company filed their Premerger Notification and Report Forms with the FTC and the Antitrust Division in connection with the purchase of Shares in the Offer on January 29, 2016. Under the HSR Act, the Offeror’s purchase of Equity Interests in the Offer could not be completed until after the expiration of a 15-calendar-day waiting period following the filing by the Offeror of the Premerger Notification and Report Form. As of 11:59 p.m., New York City time, on February 16, 2016, the waiting period under the HSR Act applicable to the Offer expired. Accordingly, the condition to the Offer relating to the expiration or termination of the waiting period under the HSR Act has been satisfied.

The FTC and the Antitrust Division will review the legality under the antitrust laws of the Offeror’s proposed acquisition of the Company. At any time before or after the Offeror’s acceptance for payment of Shares pursuant to the Offer, if the Antitrust Division or the FTC believes that the Offer would violate the U.S. federal antitrust laws by substantially lessening competition in any line of commerce affecting U.S. consumers, the FTC and the Antitrust Division have the authority to challenge the transaction by seeking a federal court order enjoining the transaction or, if Shares have already been acquired, requiring disposition of such Shares, or the divestiture of substantial assets of the Offeror, the Company, or any of their respective subsidiaries or affiliates or requiring other conduct relief.

Each of the Offeror and the Company has agreed under the Combination Agreement to use its respective reasonable best efforts to consummate the transactions contemplated by the Combination Agreement, including the Offer, including (i) making all necessary registrations and filings as promptly as practicable with the FIN-FSA, the SEC, Nasdaq Helsinki, Nasdaq US, the Antitrust Division and the FTC, and with any other governmental entities or regulatory authorities as may be required, (ii) obtaining all necessary clearances, approvals and waivers from such authorities, including without limitation, the responses to any relief, direction or instruction received from the SEC or FIN-FSA and (iii) obtaining all necessary consents, approvals or waivers

from and the provision of all necessary notices to third parties. The Offeror’s reasonable best efforts include the obligation to divest, hold separate, or enter into any license or restriction on the ownership or operation of the Offeror or the Company, provided that in no event shall the Offeror be obligated to divest, hold separate, or enter into any license or restriction on the ownership or operation of the Offeror or the Company unless such divestment, holding separate or entry into license or restriction on the ownership or operation would not have a material adverse effect on the business of the Company and its subsidiaries, taken as a whole, or the business of the Offeror and its subsidiaries, taken as a whole (with the business of the Offeror and its subsidiaries, taken as a whole, deemed for purposes of this proviso to be equivalent in size to the business of the Company and its subsidiaries, taken as a whole) (a “Burdensome Effect”). In the event of any claim asserted by any governmental authority under applicable law, the Offeror has agreed to use its reasonable best efforts to oppose (which reasonable best efforts shall include, in the event of any such claim asserted in court, by litigating in opposition to) any claim that would prevent the completion of the Offer from occurring, including if such claim would have a Burdensome Effect.

United States state attorneys general and private persons may also bring legal action under the antitrust laws seeking similar relief or seeking conditions to the completion of the Offer. While the Offeror believes that consummation of the Offer would not violate any antitrust laws, there can be no assurance that a challenge to the Offer on antitrust grounds will not be made or, if a challenge is made, what the result will be. If any such action is threatened or commenced by the FTC, the Antitrust Division or any state or any other person, the Offeror may not be obligated to consummate the Offer.

See “Section 4.2—Conditions to Completion of the Tender Offer” of the Offer to Purchase for certain conditions to the Offer, including conditions with respect to certain governmental actions and “Section 3.5—Termination of the Combination Agreement” of the Offer to Purchase for certain termination rights pursuant to the Combination Agreement with respect to certain governmental actions.

The Company and the Offeror are not aware of any other pre-closing antitrust or competition law filings required in connection with the Offer or the other transactions contemplated by the Combination Agreement.

Certain Shareholder Approvals in Connection with Post-Closing Matters

Under the Combination Agreement, as soon as the Offeror has publicly confirmed that it will complete the Offer, the Board will, at the Offeror’s request, convene a general meeting of shareholders of the Company for the purposes of electing new members to the Board and addressing other agenda items proposed by the Offeror, if any.

(c)

Registration Statement on Form F-1 and Reports on Form 6-K

For additional information regarding the business and financial results of the Company, please see the following documents that have been filed by the Company with the SEC, each of which is incorporated herein by reference:

•

the Company’s Registration Statement on Form F-1 (No. 333-204147), as amended; and

•

the Company’s current reports on Form 6-K dated as of July 21, 2015, November 12, 2015, January 19, 2016, February 17, 2016, March 3, 2016, March 4, 2016 and March 10, 2016.

(d)

Certain Biotie Management Projections

Important Information Concerning the Biotie Management Projections

The Company does not, as a matter of course, publicly disclose forecasts or internal projections as to future performance or results of operations. However, in late 2015, at the direction of the Board and to assist the Board in its consideration of a potential business combination transaction involving Biotie, Biotie management

produced a set of unaudited, long-range financial projections (the “Management Projections”) for fiscal years 2016 through 2034, some of which were updates of forecasts prepared in the ordinary course for accounting purposes. A preliminary version of the Management Projections was provided to the Board in connection with its December 15, 2015 meeting, and the final Management Projections, which reflected minor updates and refinements to the preliminary projections based on the most recent available information, were provided to the Board in connection with its January 18, 2016 meeting. Biotie management also provided the Management Projections to Guggenheim Securities for its use and reliance in connection with its financial analysis and opinion described under the heading “Item 4. The Solicitation or Recommendation—(d) Opinion of the Company’s Financial Advisor.” The Management Projections were not provided to Acorda or its financial advisors, although, as part of Acorda’s due diligence investigation, Biotie made available to Acorda the Company’s product development cost budgets, which had been approved by the Board and which are reflected in the Management Projections.

Biotie Management Projections

Biotie management prepared the Management Projections based on a set of assumptions that it believed to be reasonable at the time, and presented the assumptions related to the Management Projections to the Board at its meetings on December 15, 2015 and January 18, 2016. For purposes of the Management Projections, Company management assumed, among other things:

•

that its product candidates tozadenant, SYN120 and BTT1023 will receive regulatory approval and be launched for commercial sales in various jurisdictions around the world between 2020 and 2022;

•

that the Company will continue to receive royalties, and potentially milestones, in respect of Selincro;

•

that the Company will commercialize tozadenant in the United States, but will seek out-license partners for tozadenant in ex-U.S. markets, SYN120 and BTT1023; Selincro is already out-licensed

•

that the out-licenses of its product candidates will yield up-front, regulatory and commercial milestones and tiered royalty payments ranging from 12.0 to 17.5% of net sales;

•

that there will be adequate patent protection for tozadenant through 2030, SYN120 through 2033, BTT1023 through 2034 and Selincro through 2029;

•

that the Company’s earnings will be subject to tax rates ranging from 20% to 35%, depending on the applicable jurisdiction;

•

that the Company’s net operating loss carryforwards will be utilized as permitted in the respective jurisdictions; and

•

certain adjustments to reflect the likelihood of clinical success and regulatory approval of the Company’s product candidates, including tozadenant, SYN120 and BTT1023, based on industry statistics regarding the success rate of similar product candidates at a similar development stage in obtaining regulatory approvals.

Using the assumptions above, with the exception of the application of any adjustment for likelihood of clinical and regulatory approval, the revenue estimates were as follows:


	Fiscal Year Ended December 31,
	2016E		2017E		2018E		2019E		2020E		2021E		2022E		2023E		2024E		2025E		2026E		2027E		2028E		2029E		2030E		2031E		2032E		2033E		2034E
	($ in millions)
Sales Revenue – Tozadenant US	$	—	$	—	$	—	$	—	$	45.5	$	97.8	$	208.7	$	335.5	$	479.3	$	641.6	$	686.8	$	735.0	$	786.2	$	840.8	$	539.3	$	288.2	$	153.9	$	87.7	$	58.5
Outlicensed Revenue – Other		4.5		8.2		30.5		12.7		5.7		45.8		85.3		108.7		135.5		169.1		298.5		388.6		469.0		486.6		475.4		71.8		32.7		10.4		5.7
Total Revenue(1)	$	4.5	$	8.2	$	30.5	$	12.7	$	51.3	$	143.5	$	294.0	$	444.2	$	614.8	$	810.7	$	985.3	$	1,123.6	$	1,255.2	$	1,327.4	$	1,014.7	$	360.0	$	186.7	$	98.1	$	64.3

(1)

Total Revenue presented on a non-risk-adjusted basis, which, as described above, assumed that Company product candidates would receive regulatory approval based on the Company’s proposed timeline and be commercialized by the Company or out-licensed, dependent on the product candidate and the market. Total Revenue comprises sales, milestones or royalties that are projected to be received by the Company.

The foregoing is a summary of the material assumptions inherent in the Management Projections, but does not purport to be a comprehensive overview of all assumptions inherent in the projections included herein. In particular, the Management Projections also reflect a number of additional proprietary assumptions about patient population size, treatment approach, market share, competition, pricing and other relevant factors relating to the commercialization of the Company’s products, as well as how certain of these assumptions may change over time.

Biotie Management Projections and Certain Related Information

The following table summarizes the Management Projections:


	Fiscal Year Ended December 31,
	2016E			2017E			2018E			2019E			2020E			2021E		2022E		2023E		2024E		2025E		2026E		2027E		2028E		2029E		2030E		2031E		2032E		2033E		2034E
	($ in millions)
Total Revenue(1)		4.5			8.2			18.5			8.1			34.4			80.3		152.8		238.4		334.5		445.4		499.2		547.3		593.5		632.8		433.9		196.7		103.9		57.6		38.3
Product EBT(2)		(50.5	)		(39.2	)		(26.2	)		(26.3	)		(26.0	)		26.9		94.0		169.5		257.2		350.6		398.9		440.9		479.7		513.6		371.5		171.5		89.2		48.9		31.3
Corporate EBT(3)		(64.0	)		(53.3	)		(40.6	)		(41.1	)		(40.7	)		11.7		78.4		153.4		240.6		333.5		381.3		422.8		461.0		494.4		351.7		151.1		79.0		43.8		28.7
Unlevered Free Cash Flow(4)	($	61.6	)	($	54.2	)	($	39.4	)	($	41.1	)	($	42.3	)	$	4.9	$	68.5	$	130.0	$	185.1	$	209.9	$	249.3	$	272.0	$	297.9	$	318.2	$	247.8	$	114.7	$	60.6	$	33.0	$	20.7

(1)

Total Revenue presented on a risk-adjusted basis, which, as described above, reflects the likelihood of clinical success and regulatory approval of the Company’s product candidates, including tozadenant, SYN120 and BTT1023, based on industry statistics regarding the success rate of similar product candidates at a similar development stage in obtaining regulatory approvals. Biotie management determined that industry statistics regarding the likelihood of clinical success and regulatory approval of similar products at a similar development stage were appropriate assumptions to use.

(2)

Product EBT, or product earnings before taxes, as presented above, may be considered a non-IFRS financial measure. Non-IFRS financial measures should not be considered in isolation from, or as a substitute for, financial information presented in compliance with IFRS, and non-IFRS financial measures as used by Biotie may not be comparable to similarly titled amounts used by other companies.

(3)

Corporate EBT, or corporate earnings before taxes, may be considered a non-IFRS financial measure. Non-IFRS financial measures should not be considered in isolation from, or as a substitute for, financial information presented in compliance with IFRS, and non-IFRS financial measures as used by Biotie may not be comparable to similarly titled amounts used by other companies.

(4)

Unlevered Free Cash Flow, as presented above, may be considered a non-IFRS financial measure. Non-IFRS financial measures should not be considered in isolation from, or as a substitute for, financial information presented in compliance with IFRS, and non-IFRS financial measures as used by Biotie may not be comparable to similarly titled amounts used by other companies. Unlevered Free Cash Flow represents tax-affected earnings before interest plus depreciation and amortization, less increases in working capital. Unlevered Free Cash Flow, as presented above, reflects the sum of the individual product and product candidate unlevered free cash flows presented to the Board.

Additional Information Concerning the Biotie Management Projections

The summary of the Management Projections is included in this Schedule 14D-9 solely to give Company shareholders access to certain financial Management Projections that were made available to the Board and Guggenheim Securities, and is not being included in this Schedule 14D-9 to influence any Company shareholder’s decision whether to tender Equity Interests in the Offer or for any other purpose. The Management Projections were generated solely for internal use and not developed with a view toward public disclosure, published guidelines of the SEC regarding forward-looking statements or IFRS. The Management Projections are forward-looking statements.

No independent registered public accounting firm provided any assistance in preparing or reviewing the Management Projections. Accordingly, no independent registered public accounting firm has examined, compiled or otherwise performed

any procedures with respect to the Management Projections or expressed any opinion or given any other form of assurance with respect thereto, and they assume no responsibility for the information contained in the Management Projections. The PricewaterhouseCoopers OY reports included in Biotie’s Registration Statement on Form F-1 relate solely to the historical financial information of Biotie. Such reports do not extend to the Management Projections and should not be read to do so.

By including the Management Projections in this Schedule 14D-9, neither Biotie nor any of its representatives has made or makes any representation to any person regarding the information included in the Management Projections or the ultimate performance of Biotie, Acorda or any of their affiliates compared to the information contained in the Management Projections. Biotie has made no representation to Acorda, in the Combination Agreement or otherwise, concerning the Management Projections or any other projected financial information.

The assumptions and estimates underlying the Management Projections, all of which are difficult to predict and many of which are beyond the control of Biotie, may not be realized. There can be no assurance that the forecasted results will be realized, and actual results likely will differ, and may differ materially, from those reflected in the Management Projections, whether or not the Offer is completed. Neither Biotie nor any of its affiliates assumes any responsibility to holders of Equity Interests for the accuracy of this information.

In particular, the Management Projections, while presented with numerical specificity, necessarily were based on numerous variables and assumptions that are inherently uncertain. Because the Management Projections cover multiple years, by their nature, they become less predictive with each successive year and are unlikely to anticipate each circumstance that will have an effect on the commercial value of tozadenant and the Company’s other product candidates. Important factors that may affect actual results and results in the Management Projections not being achieved include, but are not limited to, the ability to obtain regulatory approval of the Company’s products and product candidates, the timing of regulatory approval and launch of the Company’s product candidates, labeling, market uptake of the Company’s product candidates, the ability to fund the activities include in the Management Projections, availability of third-party reimbursement, impact of competitive products and pricing, the effect of regulatory actions, the ability to effect out-license agreements on the terms assumed in the projections, the effect of global economic conditions, fluctuations in foreign currency exchange rates, the cost and effect of changes in tax and other legislation and other risk factors described in Biotie’s SEC filings, including the Registration Statement on Form F-1, and described under the section below entitled “—(e) Forward-Looking Statements.” The Management Projections also reflect assumptions as to certain business decisions that are subject to change. Modeling and forecasting the future commercialization of drug candidates is, in particular, a highly speculative endeavor.

The Management Projections were developed by Biotie on a stand-alone basis without giving effect to the Offer, and therefore the Management Projections do not give effect to the Offer, or any changes to Biotie’s operations or strategy that may be implemented after the consummation of the Offer, including cost synergies realized as a result of the Offer, or to any costs incurred in connection with the Offer.

The Management Projections summarized in this section were prepared during the periods described above and have not been updated to reflect any changes after the date they were prepared. The Company undertakes no obligation, except as required by law, to update or otherwise revise the Management Projections to reflect circumstances existing since their preparation or to reflect the occurrence of unanticipated events, even in the event that any or all of the underlying assumptions are shown to be in error or to not be appropriate, or to reflect changes in general economic or industry conditions.

In light of the foregoing factors and the uncertainties inherent in the Management Projections, readers of this Schedule 14D-9 are cautioned not to place undue, if any, reliance on the Management Projections.

(e)

Forward-Looking Statements

Some of the statements contained in this solicitation/recommendation statement are forward-looking statements, including statements regarding the expected consummation of the acquisition, which involves a number of risks and uncertainties, including the satisfaction of closing conditions for the acquisition, such as the tender of at least 90% of the Outstanding Shares and voting rights of the company, fully diluted for the Outstanding Equity Instruments, the possibility that the transaction will not be completed and other risks and uncertainties discussed in the Company’s public filings with the SEC, including the “Risk Factors” section of the Company’s Registration Statement on Form F-1 (No. 333-204147), as amended, as well as the tender offer documents filed by the Offeror. These statements are based on current expectations, assumptions, estimates and projections, and involve known and unknown risks, uncertainties and other factors that may cause results, levels of activity, performance or achievements to be materially different from any future statements. These statements are generally identified by words or phrases such as “believe,” “anticipate,” “expect,” “intend,” “plan,” “will,” “may,” “should,” “estimate,” “predict,” “potential,” “continue” or the negative of such terms or other similar expressions. If underlying assumptions prove inaccurate or unknown risks or uncertainties materialize, actual results and the timing of events may differ materially from the expected results and/or timing discussed in the forward-looking statements, and you should not place undue reliance on these statements. The Offeror and the Company disclaim any intent or obligation to update any forward-looking statements as a result of developments occurring after the period covered by this report or otherwise.

Item 9.

Exhibits


Exhibit No.		Description

(a)(1)(A)		Offer to Purchase (incorporated by reference to Exhibit (a)(1)(A) to the Schedule TO).

(a)(1)(B)		Letter of Transmittal for holders of ADSs, dated March 11, 2016 (including Internal Revenue Service Form W-9) (incorporated by reference to Exhibit (a)(1)(B) to the Schedule TO).

(a)(1)(C)		Form of Acceptance Form and Cover Letter for Shares, dated March 11, 2016 (incorporated by reference to Exhibit (a)(1)(C) to the Schedule TO).

(a)(1)(D)		Form of Acceptance Form and Cover Letter for Uncertificated Equity Instruments, dated March 11, 2016 (incorporated by reference to Exhibit (a)(1)(D) to the Schedule TO).

(a)(1)(E)		Form of Acceptance Form and Cover Letter for Certificated Equity Instruments, dated March 11, 2016 (incorporated by reference to Exhibit (a)(1)(E) to the Schedule TO).

(a)(1)(F)		Marketing Brochure for holders of Shares, dated March 11, 2016 (incorporated by reference to Exhibit (a)(1)(F) to the Schedule TO).

(a)(1)(G)		Letter from the CEO of Acorda for holders of Shares, dated March 11, 2016 (incorporated by reference to Exhibit (a)(1)(G) to the Schedule TO).

(a)(1)(H)		Instruction Letter for Account Operators, dated March 11, 2016 (incorporated by reference to Exhibit (a)(1)(H) to the Schedule TO).

(a)(1)(I)		Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees, dated March 11, 2016 (incorporated by reference to Exhibit (a)(1)(I) to the Schedule TO).

(a)(1)(J)		Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees, dated March 11, 2016 (incorporated by reference to Exhibit (a)(1)(J) to the Schedule TO).


Exhibit No.		Description

(a)(1)(K)		Summary Advertisement as published by the Wall Street Journal on March 11, 2016 (incorporated by reference to Exhibit (a)(1)(K) to the Schedule TO).

(a)(1)(L)		English translation of Finnish advertisements to be published by Finnish daily newspapers, Aamulehti, Helsingin Sanomat and Turun Sanomat on March 14 and March 15, 2016 and displayed on television screens in customer offices of Pohjola Bank plc (incorporated by reference to Exhibit (a)(1)(L) to the Schedule TO).

(a)(1)(M)		Statement of the Board of Directors of the Company Regarding the Offeror’s Voluntary Public Tender Offer for the Company.*

(e)(1)		Combination Agreement, dated as of January 19, 2016, between the Company and the Offeror (incorporated by reference to Exhibit 99.1 of the Form 6-K filed by the Company on January 19, 2016).

(e)(2)		Forms of Irrevocable Undertaking (incorporated by reference to Exhibit (d)(2) to the Schedule TO).

(e)(3)		Confidentiality Agreement, dated as of November 30, 2015, between the Company and the Offeror (incorporated by reference to Exhibit (d)(3) to the Schedule TO).

(e)(4)		Biotie Therapies AG 2008 Stock Option Incentive Plan.*

(e)(5)		Biotie Therapies Corp. Equity Incentive Plan 2011 (incorporated by reference to Exhibit 10.1 to the Company’s Registration Statement on Form F-1 (File No. 333-204147) filed by the Company on May 14, 2015).

(e)(6)		Biotie Therapies Corp. Stock Option Plan 2011 (incorporated by reference to Exhibit 10.2 to the Company’s Registration Statement on Form F-1 (File No. 333-204147) filed by the Company on May 14, 2015).

(e)(7)		Biotie Therapies Corp. Equity Incentive Plan 2014.*

(e)(8)		Biotie Therapies Corp. Stock Option Plan 2014.*

(e)(9)		Biotie Therapies Corp. Stock Option Plan 2016.*

(e)(10)		English Translation of Employment Agreement between the Company and Timo Veromaa.*

(e)(11)		Amendment to Employment Agreement between the Company and Timo Veromaa.*

(e)(12)		Employment Agreement between the Company and David Cook.*

(e)(13)		Employment Agreement between the Company and Mehdi Paborji.*

(e)(14)		Employment Agreement between the Company and Stephen Bandak.*

(e)(15)		Change in Control Agreement between the Company and Timo Veromaa.*

(e)(16)		Change in Control Agreement between the Company and David Cook.*

(e)(17)		Change in Control Agreement between the Company and Mehdi Paborji.*

(e)(18)		Change in Control Agreement between the Company and Stephen Bandak.*

(e)(19)		Form of Indemnification Agreement.*

(e)(20)		Form of Terms and Conditions of the Warrants (incorporated by reference to Exhibit 4.4 to Amendment No. 1 to the Company’s Registration Statement on Form F-1 (File No. 333-204147) filed by the Company on June 4, 2015).

(e)(21)		Registration Rights Agreement among the Company and the investors party thereto, dated May 28, 2015 (incorporated by reference to Exhibit 10.28 to Amendment No. 1 to the Company’s Registration Statement on Form F-1 (File No. 333-204147) filed by the Company on June 4, 2015).


Exhibit No.		Description

(g)		Not applicable.

Annex A		Opinion of Guggenheim Securities, LLC.*

*	Included with this Schedule 14D-9.

SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.


BIOTIE THERAPIES OYJ

By:	/s/ Timo Veromaa
	Name:	Timo Veromaa
	Title:	President and Chief Executive Officer

Dated: March 11, 2016

Annex A

Guggenheim Securities, LLC

330 Madison Avenue

New York, New York 10017

GuggenheimPartners.com

January 19, 2016

The Board of Directors

Biotie Therapies Corp.

Joukahaisenkatu 6, FI-20520

Turku, Finland

Members of the Board:

We understand that Biotie Therapies Corp. (“Biotie”) and Acorda Therapeutics, Inc. (“Acorda”) intend to enter into a Combination Agreement (the “Agreement”), pursuant to which Acorda will commence a tender offer (the “Tender Offer”) to purchase all outstanding ordinary shares, no nominal value, of Biotie (“Biotie Ordinary Shares”) and all outstanding American Depositary Shares, each representing 80 Biotie Ordinary Shares (“Biotie ADSs” and, together with Biotie Ordinary Shares, “Biotie Shares”), at a purchase price of €0.2946 per Biotie Ordinary Share in cash (the “Offer Price”). The terms and conditions of the Tender Offer are more fully set forth in the Agreement.

You have asked us to render our opinion as to whether the Offer Price to be received in the Tender Offer by holders of Biotie Shares (other than Acorda and its affiliates) pursuant to the Agreement is fair, from a financial point of view, to such holders.

In the course of performing our reviews and analyses for rendering our opinion, we have:

Reviewed a draft of the Agreement dated as of January 18, 2016;

Reviewed certain publicly available business and financial information regarding Biotie;

Reviewed certain non-public business and financial information regarding Biotie’s businesses and prospects (including certain unadjusted and probability-adjusted financial projections relating to Biotie and estimates as to potentially realizable existing net operating loss carryforwards expected to be utilized by Biotie), all as prepared and provided to us by Biotie’s senior management;

Discussed with Biotie’s senior management their views of Biotie’s businesses, operations, historical and projected financial results and future prospects;

Reviewed the historical prices of Biotie Shares;

Performed discounted cash flow analyses based on the probability-adjusted financial projections for Biotie and the estimates as to potentially realizable existing net operating loss carryforwards expected to be utilized by Biotie, in each case as furnished to us by Biotie;

Reviewed implied transaction values and financial metrics of certain mergers and acquisitions that we deemed relevant in evaluating the Tender Offer;

Reviewed implied enterprise values of certain publicly traded companies that we deemed relevant

A-1

The Board of Directors

Biotie Therapies Corp.

January 19, 2016

Page 2

in evaluating Biotie; and

Conducted such other studies, analyses, inquiries and investigations as we deemed appropriate.

With respect to the information used in arriving at our opinion:

We have relied upon and assumed the accuracy, completeness and reasonableness of all industry, business, financial, legal, regulatory, tax, accounting, actuarial and other information (including, without limitation, any financial projections, estimates as to potentially realizable existing net operating loss carryforwards expected to be utilized by Biotie, other estimates and other forward-looking information) furnished by or discussed with Biotie or obtained from public sources, data suppliers and other third parties.

We (i) do not assume any responsibility, obligation or liability for the accuracy, completeness, reasonableness, achievability or independent verification of, and we have not independently verified, any such information (including, without limitation, any financial projections, estimates as to potentially realizable existing net operating loss carryforwards expected to be utilized by Biotie, other estimates and other forward-looking information), (ii) express no view, opinion, representation or warranty (in each case, express or implied) regarding the (a) reasonableness or operating loss carryforwards expected to be utilized by Biotie, other estimates and other forward-looking information or the assumptions upon which they are based or (b) probability adjustments included in such financial projections and (iii) have relied upon the assurances of Biotie’s senior management that they are unaware of any facts or circumstances that would make such information (including, without limitation, any financial projections, estimates as to potentially realizable existing net operating loss carryforwards expected to be utilized by Biotie, other estimates and other forward-looking information) incomplete, inaccurate or misleading.

Specifically, with respect to any (i) financial projections, estimates as to potentially realizable existing net operating loss carryforwards expected to be utilized by Biotie, other estimates and other forward-looking information furnished by or discussed with Biotie, (a) we have been advised by Biotie’s senior management, and we have assumed, that such financial projections, estimates as to potentially realizable existing net operating loss carryforwards expected to be utilized by Biotie, other estimates and other forward-looking information utilized in our analyses have been reasonably prepared on bases reflecting the best currently available estimates and judgments of Biotie’s senior management as to the expected future performance of Biotie and (b) we have assumed that such financial projections, estimates as to potentially realizable existing net operating loss carryforwards expected to be utilized by Biotie, other estimates and other forward-looking information have been reviewed by Biotie’s Board of Directors with the understanding that such information will be used and relied upon by us in connection with rendering our opinion and (ii) financial projections, other estimates and/or other forward-looking information obtained by us from public sources, data suppliers and other third parties, we have assumed that such information is reasonable and reliable. We have been advised by Biotie’s Board of Directors and senior management, based on their assessments as to the relative likelihood of achieving the future financial results for Biotie as reflected in the unadjusted and probability-adjusted financial projections relating to Biotie, to rely for purposes of our analyses and opinion on such probability-adjusted financial projections, as applicable.

A-2

The Board of Directors

Biotie Therapies Corp.

January 19, 2016

Page 3

the biotechnology, life sciences and pharmaceutical sectors in which Biotie operates, (ii) Biotie’s existing and future products and product candidates, including the validity of, and risks associated with, such products, product candidates and intellectual property, and (iii) the probabilities of successful commercialization of, and peak worldwide sales attributable to, such products and product candidates (including, without limitation, the timing and probabilities of successful development, testing, manufacturing and marketing thereof; approval thereof by relevant governmental authorities; prospective product-related sales prices, annual sales price increases and volumes with respect thereto; the validity and life of patents with respect thereto; and the potential impact of competition thereon). We have assumed that there will not be any developments with respect to any such matters that would be meaningful in any respect to our analyses or opinion.

We have utilized a publicly available Euro to United States Dollar exchange rate, and we have assumed that such exchange rate is reasonable to utilize for purposes of our analyses and that any currency or exchange rate fluctuations will not be meaningful in any respect to our analyses or opinion. We have not assessed or considered, for purposes of our analyses and opinion, foreign currency exchange risks associated with the Tender Offer.

During the course of our engagement, we were asked by Biotie’s Board of Directors to solicit indications of interest from various third parties regarding a potential transaction with Biotie, and we have considered the results of such solicitation process in rendering our opinion.

In arriving at our opinion, we have not performed or obtained any independent appraisal of the assets or liabilities (including any contingent, derivative or off-balance sheet assets and liabilities) of Biotie or any other entity or the solvency or fair value of Biotie or any other entity, nor have we been furnished with any such appraisals. We are not expressing any view or rendering any opinion regarding the tax consequences to Biotie or holders of Biotie Shares or any other securities of the Tender Offer. We are not legal, regulatory, tax, consulting, accounting, appraisal or actuarial experts and nothing in our opinion should be construed as constituting advice with respect to such matters; accordingly, we have relied on the assessments of Biotie and its other advisors with respect to such matters.

In rendering our opinion, we have assumed that, in all respects material to our analyses, (i) the final executed form of the Agreement will not differ from the draft that we have reviewed, (ii) Biotie and Acorda will comply with all terms of the Agreement and (iii) the representations and warranties of Biotie and Acorda contained in the Agreement are true and correct and all conditions to the obligations of each party to the Agreement to consummate the Tender Offer will be satisfied without any waiver thereof. We also have assumed that the Tender Offer will be consummated in a timely manner, in accordance with the terms of the Agreement and in compliance with all applicable laws, documents and other requirements, without any limitations, restrictions, conditions, waivers, amendments or modifications (regulatory, tax-related or otherwise) that would be meaningful in any respect to our analyses or opinion.

We have acted as a financial advisor to Biotie in connection with the Tender Offer and will receive a customary fee for such services, a substantial portion of which is contingent on successful consummation of the Tender Offer and a portion of which is payable upon delivery of our opinion and will be credited against the fee payable upon consummation of the Tender Offer. In addition, Biotie has agreed to reimburse us for certain expenses and to indemnify us against certain liabilities arising out of our engagement.

A-3

The Board of Directors

Biotie Therapies Corp.

January 19, 2016

Page 4

Guggenheim Securities, LLC (“Guggenheim Securities”) has been previously engaged during the past three years and is currently engaged by Biotie to provide certain financial advisory or investment banking services in connection with matters unrelated to the Tender Offer, for which we have received (or expect to receive) customary fees. Specifically during the past three years, as Biotie’s Board of Directors is aware, Guggenheim Securities has acted as financial advisor to Biotie in connection with various acquisition and disposition activities, partnership arrangements and other general advisory matters. Guggenheim Securities has not provided financial advisory or investment banking services during the past three years to Acorda for which Guggenheim Securities has received fees. Guggenheim Securities may seek to provide Biotie, Acorda and their respective affiliates with certain financial advisory and investment banking services unrelated to the Tender Offer in the future.

Guggenheim Securities and its affiliates and related entities engage in a wide range of financial services activities for our and their own accounts and the accounts of our and their customers, including: asset, investment and wealth management; investment banking, corporate finance, mergers and acquisitions and restructuring; merchant banking; fixed income and equity sales, trading and research; and derivatives, foreign exchange and futures. In the ordinary course of these activities, Guggenheim Securities or its affiliates and related entities may (i) provide such financial services to Biotie, Acorda, other participants in the Tender Offer or their respective affiliates, subsidiaries, investment funds and portfolio companies, for which services Guggenheim Securities or its affiliates and related entities has received, and may receive, compensation and (ii) directly or indirectly, hold long or short positions, trade and otherwise conduct such activities in or with respect to certain bank debt, debt or equity securities and derivative products of or relating to Biotie, Acorda, other participants in the Tender Offer or their respective affiliates, subsidiaries, investment funds and portfolio companies. Furthermore, Guggenheim Securities or its affiliates and related entities and our or their directors, officers, employees, consultants and agents may have investments in Biotie, Acorda, other participants in the Tender Offer or their respective affiliates, subsidiaries, investment funds and portfolio companies.

Consistent with applicable legal and regulatory guidelines, Guggenheim Securities has adopted certain policies and procedures to establish and maintain the independence of its research departments and personnel. As a result, Guggenheim Securities’ research analysts may hold views, make statements or investment recommendations and publish research reports with respect to Biotie, Acorda, other participants in the Tender Offer or their respective affiliates, subsidiaries, investment funds and portfolio companies and the Tender Offer that differ from the views of Guggenheim Securities’ investment banking personnel.

Our opinion has been provided to Biotie’s Board of Directors (in its capacity as such) for its information and assistance in connection with its evaluation of the Offer Price. Our opinion may not be disclosed publicly, made available to third parties or reproduced, disseminated, quoted from or referred to at any time, in whole or in part, without our prior written consent; provided, however, that this letter may be included in its entirety in any Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 required to be distributed to the holders of Biotie Shares in connection with the Tender Offer pursuant to the United States Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder, and in any Tender Offer statement required to be distributed to the holders of Biotie Shares in connection with the Tender Offer pursuant to the Finnish Securities Market Act.

A-4

The Board of Directors

Biotie Therapies Corp.

January 19, 2016

Page 5

Offer, the relative merits of the Tender Offer as compared to any alternative business or financial strategies that might exist for Biotie or the effects of any other transaction in which Biotie might engage. Our opinion addresses only the fairness, from a financial point of view, of the Offer Price to holders of Biotie Shares (other than Acorda and its affiliates) to the extent expressly specified herein. We do not express any view or opinion as to any other term, aspect or implication of the Tender Offer or the Agreement, including, without limitation, the form or structure of the Tender Offer, any consideration payable in respect, or any tender, exercise, redemption, conversion, rollover or assumption, of other securities (including warrants, options and other equity-based grants) of Biotie or any term, aspect or implication of any tender agreement or any other agreement, transaction document or instrument contemplated by the Agreement or otherwise or to be entered into or amended in connection with the Tender Offer, or the fairness, financial or otherwise, of the Tender Offer to, or of any consideration to be paid to or received by, the holders of any class of securities (other than the fairness, from a financial point of view, of the Offer Price to holders of Biotie Shares (other than Acorda and its affiliates) to the extent expressly specified herein), creditors or other constituencies of Biotie. Furthermore, we do not express any view or opinion as to the fairness, financial or otherwise, of the amount or nature of any compensation payable to or to be received by any of Biotie’s or Acorda’s directors, officers or employees, or any class of such persons, in connection with the Tender Offer relative to the Offer Price or otherwise. Our opinion does not address the individual circumstances of specific holders with respect to rights or aspects which may distinguish such holders or the securities of Biotie held by such holders and our opinion does not address, take into consideration or give effect to any rights, preferences, restrictions or limitations or other attributes of any such securities nor does our opinion in any way address proportionate allocation or relative fairness. We have assumed that each outstanding Biotie ADS has a value equivalent to 80 Biotie Ordinary Shares.

Our opinion has been authorized for issuance by the Fairness Opinion and Valuation Committee of Guggenheim Securities. Our opinion is subject to the assumptions, limitations, qualifications and other conditions contained herein and is necessarily based on economic, capital markets and other conditions, and the information made available to us, as of the date hereof. As Biotie is aware, the global capital markets have been experiencing and remain subject to volatility, and Guggenheim Securities expresses no view or opinion as to any potential effects of such volatility on Biotie or the Tender Offer. We assume no responsibility for updating or revising our opinion based on facts, circumstances or events occurring after the date hereof.

Based on and subject to the foregoing, it is our opinion that, as of the date hereof, the Offer Price to be received in the Tender Offer by holders of Biotie Shares (other than Acorda and its affiliates) pursuant to the Agreement is fair, from a financial point of view, to such holders.

Very truly yours,

LOGO

GUGGENHEIM SECURITIES, LLC

A-5

Exhibit (a)(1)(M)

STATEMENT OF THE BOARD OF DIRECTORS OF BIOTIE THERAPIES CORP.

REGARDING THE VOLUNTARY PUBLIC TENDER OFFER BY ACORDA THERAPEUTICS, INC.

Acorda Therapeutics, Inc. (hereinafter the “Offeror” or “Acorda”) and Biotie Therapies Corp. (hereinafter “Biotie” or the “Company”) have announced a voluntary public tender offer (the “Offer”) by Acorda for the issued and outstanding ordinary shares, no nominal value, of the Company (the “Shares”), the outstanding American Depositary Shares, each representing 80 Shares (the “ADSs”), and the outstanding Equity Instruments (as defined below) in Biotie by stock exchange release dated January 19, 2016.

The Board of Directors of Biotie (the “Board” or the “Biotie Board”) hereby issues the following statement regarding the Offer as required by Finnish securities laws (Chapter 11, Section 13 of the Finnish Securities Market Act 746/2012, as amended).

The Tender Offer in Brief

Biotie and Acorda have on January 19, 2016 entered into a combination agreement (the “Combination Agreement”) setting out, among other matters, the terms and conditions pursuant to which the Offer shall be made by Acorda.

Subject to the Combination Agreement, Acorda has resolved to make the Offer for the outstanding (i) Shares; (ii) ADSs; (iii) option rights under the option plan resolved upon by the Board on December 6, 2011 by virtue of an authorization granted by the annual general meeting of the Company held on May 6, 2011 (the “2011 Option Rights”), options rights under the option plan resolved upon by the Board on January 2, 2014 by virtue of an authorization granted by the annual general meeting of the Company held on April 4, 2013, (the “2014 Option Rights”) and option rights under the option plan resolved upon by the Board on January 4, 2016 by virtue of an authorization granted by the annual general meeting of the Company held on May 26, 2015 (the “2016 Option Rights”); (iv) share units under the equity incentive plan resolved upon by the Board on December 6, 2011 by virtue of an authorization granted by the annual general meeting of the Company held on May 6, 2011 (the “2011 Share Rights”) and share units under the equity incentive plan resolved upon by the Board on January 2, 2014 by virtue of an authorization granted by the annual general meeting of the Company held on April 4, 2013 (the “2014 Share Rights” and, together with the 2011 Share Rights, the “Share Rights”); (v) option rights under the Swiss option plan dated June 18, 2008 (the “Swiss Option Rights” and together with the 2011 Option Rights, the 2014 Option Rights and the 2016 Option Rights, the “Option Rights”); and (vi) warrants issued on May 28, 2015 by virtue of an authorization granted by the annual general meeting of the Company held on May 26, 2015 (the “Warrants”).

The outstanding Option Rights, the Share Rights and the Warrants that have been granted to holders are hereinafter jointly referred to as the “Equity Instruments.” The Shares that are not held by the Company or any of its subsidiaries including all the Shares represented by ADSs are hereinafter referred to as the “Shares.” The outstanding Shares, the ADSs and the Equity Instruments are hereinafter jointly referred to as the “Equity Interests.”

The Offer will be made in accordance with the terms and conditions reflected in the tender offer document (hereinafter referred to as the “Offer to Purchase”) to be published by Acorda before the acceptance period of the Offer commences. The acceptance period of the Offer is expected to commence by mid-March 2016 and will remain open for an initial period of at least 20 U.S. business days (the “Offer Period”).

Acorda has offered to purchase all Equity Interests of the Company that are not held by the Company or any of its subsidiaries for a consideration of:

(i)

EUR 0.2946 in cash for each outstanding Share;

(ii)

EUR 23.5680 in cash for each outstanding ADS, payable in the equivalent amount of U.S. dollars for each outstanding ADS determined as near to the payment date as reasonably

practicable based on the U.S. dollar spot rate against the euro exchange rate on the nearest practicable date to the Closing Date (as defined below);

(iii)

EUR 0.2846 in cash for each outstanding 2011 Option Right;

(iv)

EUR 0.2846 in cash for each outstanding 2014 Option Right;

(v)

EUR 0.1326 in cash for each outstanding 2016 Option Right, payable, at the option of the holder, in in euros or the equivalent amount of U.S. dollars for each outstanding 2016 Option Right determined as near to the payment date as reasonably practicable based on the U.S. dollar spot rate against the euro exchange rate on the nearest practicable date to the Closing Date;

(vi)

EUR 0.2946 in cash for each outstanding 2011 Share Right, payable, at the option of the holder, in in euros or the equivalent amount of U.S. dollars for each outstanding 2011 Share Right determined as near to the payment date as reasonably practicable based on the U.S. dollar spot rate against the euro exchange rate on the nearest practicable date to the Closing Date;

(vii)

EUR 0.2854 in cash for each outstanding 2014 Share Right, payable, at the option of the holder, in in euros or the equivalent amount of U.S. dollars for each outstanding 2014 Share Right determined as near to the payment date as reasonably practicable based on the U.S. dollar spot rate against the euro exchange rate on the nearest practicable date to the Closing Date;

(viii)

EUR 0,2032 in cash for each outstanding Swiss Option Right with a per share subscription price of CHF 0.10;

(ix)

EUR 0.1026 in cash for each Swiss Option Right with a per share subscription price of CHF 0.21;

(x)

EUR 0.0386 in cash for each Swiss Option Right with a per share subscription price of CHF 0.28;

(xi)

EUR 0.0112 in cash for each Swiss Option Right with a per share subscription price of CHF 0.31;

(xii)

EUR 0.0100 in cash for each other Swiss Option Right; and

(xiii)

EUR 0.1664 in cash for each outstanding Warrant.

Pursuant to the terms of the Combination Agreement, the completion of the Offer is subject to the following conditions (the “Conditions”):

(i)

the valid tender of outstanding Shares (including outstanding Shares represented by validly tendered ADSs and validly tendered Warrants) representing, together with any outstanding Shares (including outstanding Shares represented by ADSs and Warrants) otherwise acquired by Acorda, more than ninety percent (90%) of the issued and outstanding Shares and voting rights of the Company, calculated on a fully diluted basis and otherwise in accordance with Chapter 18 Section 1 of the Finnish Limited Liability Companies Act (21.7.2006/624) (the “Minimum Acceptance Condition”); as used in this paragraph “fully diluted basis” means an equation in which the numerator represents the aggregate number of outstanding Shares (including outstanding Shares represented by ADSs) and Warrants that have been validly tendered or otherwise acquired by Acorda and the denominator represents the aggregate number of all outstanding Shares (including outstanding Shares represented by ADSs) and Warrants, as well as Shares issuable upon the vesting and exercise of those outstanding Equity Instruments (other than Warrants) that have not been validly tendered into the Offer or otherwise acquired by Acorda;

(ii)

the expiration or termination of any applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended and the rules and regulations thereunder (the “HSR Act”), which waiting period has expired on February 16, 2016;

(iii)

no material adverse effect (as defined in the Combination Agreement) having occurred on the Company after January 19, 2016;

(iv)

Acorda not, after January 19, 2016, having received information previously undisclosed to it that describes a material adverse effect on the Company that occurred prior to January 19, 2016;

(v)

no information made public by the Company or disclosed by the Company to Acorda being materially inaccurate, incomplete, or misleading, and the Company not having failed to make public any information that should have been made public by it under applicable laws, including without limitation the rules of NASDAQ Helsinki Ltd. (“Nasdaq Helsinki”) and NASDAQ Stock Market LLC (“Nasdaq US”), provided that, in each case, the information made public, disclosed or not disclosed or the failure to disclose information constitutes a material adverse effect on the Company;

(vi)

no court or regulatory authority of competent jurisdiction (including without limitation the Finnish Financial Supervisory Authority (the “FIN-FSA”) or the US Securities and Exchange Commission (the “SEC”)) having given an order or issued any regulatory action preventing or enjoining the completion of the Offer;

(vii)

the Board having issued its recommendation for the Offer and the recommendation remaining in force and not being modified or changed in a manner detrimental to Acorda; and

(viii)

the Combination Agreement not having been terminated and remaining in force and no event having occurred that, with the passage of time, would give Acorda the right to terminate the Combination Agreement under specified sections of the Combination Agreement that give Acorda the right to terminate the Combination Agreement in response to a breach of the agreement by the Company.

Fulfillment of the Minimum Acceptance Condition and other Conditions will be determined as of the expiration of the Offer Period on the next Finnish banking day after the expiration of the Offer Period, when the preliminary results of the Offer will be available. Acorda has reserved the right to complete the Offer even if the conditions have not been fulfilled.

If any Condition is neither satisfied nor waived at the conclusion of the Offer Period, Acorda will extend the acceptance period for additional periods not exceeding two weeks each. The maximum duration of the Offer Period (including any extensions) is ten weeks as required under Finnish law. However, if any of the Conditions has not been fulfilled due to a particular obstacle, Acorda may, subject to the consent of the FIN-FSA, extend the Offer Period beyond ten weeks until such obstacle has been removed and until all Conditions have been satisfied all in accordance with the terms and conditions of the Offer as agreed to and set forth in the Combination Agreement. In no event is the Offeror required to extend the Tender Offer beyond June 19, 2016.

Acorda’s intent is to acquire 100% of the Equity Interests of the Company. If at the completion of the Offer Period (including any and all extensions), the Minimum Acceptance Condition is satisfied or waived but Acorda does not own 100% of the Equity Interests, Acorda may seek to acquire the remaining Equity Interests that were not acquired pursuant to the Offer by commencing a subsequent offer period (the “Subsequent Offer Period”) in accordance with the guidelines issued by the FIN-FSA and U.S. federal securities laws and, if at completion of any Subsequent Offer Period or the Initial Offer Period Acorda does not own 100% of the Equity Interests, by entering into subsequent compulsory redemption proceedings (“Subsequent Compulsory Redemption”) to redeem the remaining Shares (including Shares represented by ADSs) in accordance with the Finnish Companies Act or, in the case of the outstanding Equity

Instruments, pursuant to the terms and conditions of such Equity Instruments, or by using any other legally available alternative to reach 100% ownership of the Equity Interests.

Acorda has entered into irrevocable undertakings (“Irrevocable Undertakings”) with certain of the Company’s equityholders including certain entities affiliated with each of Versant Ventures, The Baupost Group, Vivo Capital, OrbiMed, Invesco, Ilmarinen, Sitra and Armistice, members of the Company’s senior management, one director of the Company (Mr. Bailey) and certain employees of the Company (collectively, the “Support Equityholders”) pursuant to which the Support Equityholders agreed to tender and not withdraw all Equity Interests owned by such Support Equityholders into the Offer, subject to certain terms and conditions. The Support Equityholders collectively hold approximately 65% (on a fully diluted basis) of the outstanding Shares and votes in Biotie.

Acorda’s intention is to cause the ADSs and the Shares to be delisted from Nasdaq US and Nasdaq Helsinki, respectively, and deregistered under the United States Exchange Act of 1934 as soon as permitted and practicable under applicable laws and regulations following completion of the Offer.

Acorda did not hold any Shares or other Equity Interests in Biotie at the time of the announcement of the Offer on January 19, 2016. The full terms and conditions of the Offer as well as further information about the Offer will be included in more detail in the Offer to Purchase.

Background for the statement of the Board of Directors

Pursuant to the Finnish Securities Market Act (Chapter 11, Section 13), the Board of Directors of Biotie has an obligation to prepare a public statement regarding the Offer. The statement must include a well-founded assessment on the Offer from the perspective of Biotie and its shareholders as well as on the strategic plans and their likely effects on the operations of and employment in Biotie as presented by Acorda in the Offer to Purchase.

For the purposes of issuing this statement, Acorda has submitted to the Board of Directors of Biotie a draft version of the Offer to Purchase which Acorda has also filed with the Finnish Financial Supervisory Authority for approval on March 1, 2016.

Assessment of the Board of Directors from the perspective of Biotie and its shareholders

In evaluating the Combination Agreement and the Offer, the Board consulted with senior management of the Company, as well as Guggenheim Securities, Davis Polk and Hannes Snellman. In the course of making the determination that the Offer is in the best interests of Biotie’s security holders and recommending that the security holders of the Company accept the Offer and tender their outstanding Shares, ADSs and Equity Instruments, as applicable, pursuant to the Offer, the Board considered numerous factors, including the factors listed below, which are listed in no particular order of importance, each of which, in the view of the Board, supported such determinations:

●

Cash Consideration. The Board considered the fact that the entire consideration will be payable in cash, which provides Company security holders with immediate liquidity and a high degree of certainty of value.

●

Product Development and Regulatory Risks. The Board considered the fact its product candidates tozadenant, SYN120 and BTT 1023 are in various phases of clinical development. The Company does not expect to have top line efficacy data for its Phase 3 double-blind clinical trial (and extension) of tozadenant until the second half of 2017 and, as disclosed, will need to generate additional clinical safety data after that to be able to submit a new drug application, or NDA, to the FDA. With respect to the Phase 2a trial of SYN120 in Parkinson’s dementia the Company expects to announce top-line data by the end of 2016. Enrolment for the

Phase 2 clinical trial of BTT 1023 in PSC opened at the end of the first quarter of 2015, and the requisite number of patients to enable interim data is expected by the end of 2016. Clinical trials are expensive and can take many years to complete, and the outcomes are inherently uncertain. The Board considered the risks inherent in the development and eventual commercialization of its product candidates, the risks related to seeking approval for marketing from the FDA and EMA (including any potential conditions or contingencies of such approvals) and the risks related to market acceptance of Company product candidates, if approved, and other factors affecting the revenues and profitability of biopharmaceutical products generally.

●

Product Launch and Commercialization Risks. The Board also considered the risks and considerable costs as well as additional financing needs associated with a successful launch and commercialization by the Company of its product candidates. The Board recognizes that Acorda has successfully commercialized products in the neurology field in the past and has a broad pipeline of future product candidates. As such, Acorda will be able to launch any potential future products including tozadenant and SYN120 without the need to build up a commercial infrastructure, which would be a significant cost for the Company if it were to commercialize the products on its own.

●

The Company’s Operating and Financial Condition and Prospects. The Board is familiar with the current and historical financial condition and results of operations of the Company, as well as the prospects and strategic objectives of the Company. Having considered different valuation methods, the Board believes, on the basis of this familiarity, that the consideration to be received by the Company’s shareholders, ADS holders and the holders of the Equity Instruments in the Offer fairly reflects the Company’s intrinsic value.

●

Market Check. The Board considered the fact that the Company and its advisors had conducted a strategic review conducted in 2014, during which forty companies were approached regarding a potential strategic transaction or acquisition of the Company and that the process resulted in only one company submitting a non-binding offer, prior to the completion of significant due diligence, to acquire the Company for all-stock consideration with a value implying no premium over the Company’s then-share price. Following the submission of the non-binding offer, that party did not engage with the Company to conduct due diligence or entertain further discussions surrounding terms of a potential transaction and ultimately withdrew its offer in October 2014. The Board also considered the fact that, following Acorda’s indication of interest in acquiring the Company, the Company and its advisors had contacted six parties that the Company believed to be most likely to be interested in a transaction with the Company in order to determine such parties’ interests in a potential transaction with the Company and that each of those parties ultimately declined to pursue a transaction with the Company that would be superior to Acorda’s offer.

●

Likelihood of Consummation. The Board considered that the Offer would reasonably likely be consummated in light of the facts that (i) Acorda has the financial ability and willingness to consummate the Offer, (ii) the Offer is not subject to any financing condition and (iii) the other conditions to the Offer are reasonable and customary.

●

Speed of Completion. The Board considered the anticipated timing of the consummation of the Offer, and the structure of the transaction as a tender offer for the outstanding Shares, ADSs and Equity Instruments, which, subject to the satisfaction or waiver of the applicable conditions set forth in the Combination Agreement, should allow Company security holders to receive the consideration for their Shares, ADSs and Equity Instruments in a relatively short timeframe. The Board considered that the potential for closing the Offer in a relatively short timeframe could also reduce the amount of time in which the Company’s business would be subject to the potential disruption and uncertainty pending closing.

●

^¡

the right of the Board, under certain circumstances and subject to certain conditions, to withdraw or change its recommendation in favor of the Offer if the failure to do so would be inconsistent with its fiduciary duties and to terminate the Combination Agreement in order to enter into a written definitive agreement providing for an alternative acquisition transaction.

●

Terms of the Offer. The Board considered the terms and conditions of the Offer and the Combination Agreement. In addition, the Board viewed as desirable provisions in the Combination Agreement that prohibit Acorda from changing the terms of the Offer, without the consent of the Company, in a manner that (i) decreases the Offer consideration, (ii) changes the form of consideration to be paid in the Offer, (iii) decreases the number of Shares, ADSs or outstanding Equity Instruments sought in the Offer, (iv) extends or otherwise changes the expiration date of the Offer (except for the Subsequent Offer Period or as otherwise provided in the Combination Agreement), (v) imposes additional conditions to the Offer or (vi) otherwise amends, modifies or supplements the conditions to the Offer or terms and conditions of the Offer to the detriment in any material respect to the holders of Equity Interests.

●

Guggenheim Securities’ Opinion. The Board considered the opinion of Guggenheim Securities, dated January 19, 2016, to the Board as to the fairness, from a financial point of view and as of such date, of the EUR 0.2946 per Share consideration to be received in the Offer by holders of Shares and ADSs (other than Acorda and its affiliates). The full text of Guggenheim Securities’ written opinion, which is attached as Appendix 1 to this statement and which you should read carefully and in its entirety, is subject to the assumptions, limitations, qualifications and other conditions contained in such opinion and is necessarily based on economic, capital markets and other conditions, and the information made available to Guggenheim Securities, as of the date of such opinion.

Guggenheim Securities’ opinion was provided to the Board (in its capacity as such) for its information and assistance in connection with its evaluation of the Share consideration from a financial point of view, did not constitute a recommendation to the Board with respect to the Offer and does not constitute advice or a recommendation to any security holder of the Company as to whether to tender any securities pursuant to the Offer or how to act with respect to the Offer or any other matter. Guggenheim Securities’ opinion did not address the Company’s underlying business or financial decision to pursue the Offer, the relative merits of the Offer as compared to any alternative business or financial strategies that might exist for the Company or the effects of any other transaction in which the Company might engage. Guggenheim Securities’ opinion addressed only the fairness, from a financial point of view, of the Share consideration to holders of Shares and ADSs (other than Acorda and its affiliates) to the extent expressly specified therein and did not address any other term, aspect or implication

of the Offer or the Combination Agreement, including, without limitation, the form or structure of the Offer, any consideration payable in respect, or any tender, exercise, redemption, conversion, rollover or assumption, of other securities (including warrants, options and other equity-based grants) of the Company or any term, aspect or implication of any tender agreement or any other agreement, transaction document or instrument contemplated by the Combination Agreement or otherwise or to be entered into or amended in connection with the Offer.

●

Irrevocable Undertakings. The Board considered that certain shareholders of the Company, solely in their capacities as shareholders, are supportive of the transaction and have agreed, pursuant to and subject to the conditions of the Irrevocable Undertakings, to tender their Equity Interests, representing approximately 65% (on a fully diluted basis) of the Shares and votes in Biotie as of January 14, 2016, the second to last trading day prior to announcement of the transaction, into the Offer, subject to the terms and conditions of the Irrevocable Undertakings.

The Board also considered a number of uncertainties and risks in its deliberations concerning the transactions contemplated by the Combination Agreement, including the Offer, including:

●

Termination Fee and Expenses. The Board considered the fact that the Company would be obligated to pay a termination fee of $4,500,000 as compensation for Acorda’s reasonable transaction costs if the Combination Agreement is terminated under certain circumstances, including to accept a superior proposal, and that the amount of the termination fee was reasonable, would not likely deter competing bids and would not likely be required to be paid unless the Company entered into a more favorable transaction.

●

Failure to Close. The Board considered that the conditions to Acorda’s obligation to accept for payment and pay for the Equity Interests tendered pursuant to the Offer were subject to conditions, and the possibility that such conditions may not be satisfied, including as a result of events outside of the Company’s control. The Board considered the fact that, if the Offer is not consummated, the Company’s directors and other employees will have expended extensive time and effort and will have experienced significant distractions from their work during the pendency of the transaction, and the Company will have incurred significant transaction costs attempting to consummate the transaction. The Board also considered the fact that, if the Offer is not completed, the market’s perception of the Company’s continuing business could potentially result in a loss of vendors, business partners, collaboration partners and employees and that the trading price of the Shares and ADSs could be adversely affected.

●

Interim Operating Covenants. The Board considered that, under the terms of the Combination Agreement, the Company has agreed that it will carry on its business in the ordinary course consistent with past practice and, subject to specified exceptions, that the Company will not take a number of actions related to the conduct of its business without the prior written consent of Acorda. The Board further considered that these terms may limit the ability of the Company to pursue business opportunities that it would otherwise pursue.

●

No Reverse Termination Fee. The Board considered the fact that Acorda will be able to terminate the Combination Agreement under certain circumstances that may be outside of the Company’s control, without the payment of any reverse termination fee to the Company.

●

The discussion of factors considered by the Board described above is not intended to be exhaustive; rather it summarizes the material factors considered. Due to the variety of factors and the quality and amount of information considered, the Board did not find it practicable to, and did not make specific assessments to, quantify or assign relative weights to the specific factors considered in (i) making the determination that the Combination Agreement and the transactions contemplated thereby were fair to and in the best interests of the Company’s shareholders, (ii) approving, adopting and declaring advisable the Combination Agreement and the transactions contemplated thereby and (iii) recommending that the holders of Equity Interests accept the Offer and tender their Equity Interests pursuant to the Offer. Instead, the Board made its determination after consideration of all factors taken together. In addition, individual members of the Board may have given different weight to different factors.

Strategic Plans of the Offeror and Their Likely Effects on Operations and Employment

According to Acorda, the business of Biotie will eventually be integrated into the business of Acorda. Acorda has stated that the final and longer-term impact of the integration can be assessed only after the completion of the Tender Offer. Acorda expects that the acquisition of Biotie will complement its portfolio of finished or development products in the field of neurology.

Acorda states in the Offer to Purchase that the Offer will have no immediate material near term effect on the operations, and business locations of, or employment at Biotie. Acorda intends to keep Biotie’s South San Francisco open and to maintain its operations in full. In the near term, Acorda expects thatthe completion of the Tender Offer will not have any immediate major impact on Biotie’s Turku operations and employees. Acorda will consider the longer-term operating plan and scope of the Turku operations following the completion of the Tender Offer.

Based on the information provided by the Offeror, the Biotie Board believes that the strategic plans of the Offeror pursuant to the Offer would not generally have a significant effect on the business or operations of Biotie. The Biotie Board notes that the Offer may have an effect on employment in the Company with regard to duplicative functions. Based on the statements of Acorda, the possible impact of the planned arrangements on the status of the management and employees of Biotie will be assessed in connection with the integration that the Offeror plans to effect after the completion of the Offer.

In preparing its statement, the Board of Directors of Biotie has relied on information provided in the draft Offer to Purchase by Acorda and has not independently verified this information.

Financing of the Offer

According to information provided by the Offeror, the Offeror intends to finance the Offer through cash on its balance sheet, which includes the proceeds of a private placement to a banking institution of USD 75.0 million of the Offeror’s shares that was executed concurrently with the execution of the Combination Agreement and settled on January 26, 2016. The Offeror has stated that the Offer is not conditional upon obtaining any external financing for the Offer.

The Recommendation of the Board of Directors of Biotie

The Board of Directors of Biotie has conducted a number of meetings and carefully evaluated the Offer and its terms and conditions based on the draft Offer to Purchase and other available information.

The Board of Directors of Biotie believes that the consideration offered by Acorda for the ADSs, the Shares and the Equity Instruments is fair to the holders of such securities.

Based on the above factors, the Board of Directors of Biotie has decided, by unanimous decision, to recommend that the holders of the ADSs, the Shares and the Equity Instruments accept the Offer and tender their Equity Interests pursuant to the Offer.

This statement is based on an assessment of the issues and factors which the Board of Directors has concluded to be material in evaluating the Offer, including, but not limited to, the information and assumptions on the business operations and finances of Biotie at the date of this statement and their expected future development.

The Board of Directors of Biotie notes that the holders of the ADSs, the Shares and the Equity Instruments should also take into account the risks related to non-acceptance of the Offer. The completion of the Offer reduces the number of Biotie shareholders and the number of ADSs and Shares which would otherwise be publicly traded. Depending on the number of ADSs and Shares validly tendered in the Offer, this could have an adverse effect on the liquidity and value of the ADSs and Shares.

Other Matters

Board member Mr. Don M. Bailey, ViVo Capital, the venture partner of which is Board member Dr. Mahendra G. Shah, and Versant Ventures, where Board member Dr. Guido Magni is partner, representing in total approximately 27% of the outstanding shares and votes in Biotie (on a fully diluted basis), have entered into Irrevocable Undertakings to accept Acorda’s Offer. Mr Bailey, ViVo Capital and Versant Euro Ventures entered into the Irrevocable Undertakings after Biotie’s Board of Directors approved the execution of of the Combination Agreement on January 19, 2016. Board members Mr. Bailey, Dr. Shah and Dr. Magni have not participated in the giving of this statement of the Biotie Board. In matters related to the Offer, Biotie has committed itself to complying with the Helsinki Takeover Code (Finnish: Ostotarjouskoodi) referred to in Chapter 11, Section 28 of the Finnish Securities Markets Act.

This statement of the Biotie Board does not constitute investment or tax advice, and the Biotie Board does not specifically evaluate herein the general price development or the risks relating to the Shares in general. Shareholders must independently decide whether to accept the Offer, and they should take into account all relevant information available to them, including information presented in the Offer to Purchase and this statement.

Pursuant to Chapter 18 of the Finnish Companies Act (624/2006, as amended), a shareholder with more than 90% of all shares and votes in a company shall have the right to acquire, and subject to a demand by the other shareholders also be obligated to redeem, the shares owned by the other shareholders. Provided Acorda acquires such amount of Shares, the Shares held by Biotie’s security holders who have not accepted the Offer and the Shares underlying ADSs held by holders of ADSs who have not accepted the Offer may be redeemed through compulsory redemption proceedings under the Finnish Companies Act under the conditions set out therein.

Guggenheim Securities, LLC, has acted as the financial adviser to Biotie with respect to the Offer, while Davis Polk & Wardwell LLP has acted as legal counsel with respect to U.S. law and Hannes Snellman Attorneys Ltd has acted as legal counsel with respect to Finnish law.

Helsinki, 4 March 2016

The Board of Directors of Biotie

For more information, please contact:

William M. Burns, Chairman of the Board of Directors

Contact requests:

Virve Nurmi, Biotie Therapies Corp.

tel. +358 2 274 8900, e-mail: virve.nurmi@biotie.com

DISTRIBUTION

www.biotie.com

Nasdaq Helsinki Ltd

NASDAQ Stock Exchange

Major media

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

SOME OF THE STATEMENTS CONTAINED IN THIS RELEASE ARE FORWARD-LOOKING STATEMENTS, INCLUDING STATEMENTS REGARDING THE EXPECTED CONSUMMATION OF THE ACQUISITION, WHICH INVOLVES A NUMBER OF RISKS AND UNCERTAINTIES, INCLUDING THE SATISFACTION OF CLOSING CONDITIONS FOR THE ACQUISITION, SUCH AS THE TENDER OF AT LEAST 90% OF THE OUTSTANDING SHARES AND VOTING RIGHTS OF THE COMPANY, THE POSSIBILITY THAT THE TRANSACTION WILL NOT BE COMPLETED AND OTHER RISKS AND UNCERTAINTIES DISCUSSED IN THE COMPANY’S PUBLIC FILINGS WITH THE SEC, INCLUDING THE “RISK FACTORS” SECTION OF THE COMPANY’S REGISTRATION STATEMENT ON FORM F-1 (NO. 333-204147), AS WELL AS THE TENDER OFFER DOCUMENTS TO BE FILED BY ACORDA AND THE SOLICITATION/RECOMMENDATION STATEMENT TO BE FILED BY THE COMPANY. THESE STATEMENTS ARE BASED ON CURRENT EXPECTATIONS, ASSUMPTIONS, ESTIMATES AND PROJECTIONS, AND INVOLVE KNOWN AND UNKNOWN RISKS, UNCERTAINTIES AND OTHER FACTORS THAT MAY CAUSE RESULTS, LEVELS OF ACTIVITY, PERFORMANCE OR ACHIEVEMENTS TO BE MATERIALLY DIFFERENT FROM ANY FUTURE STATEMENTS. THESE STATEMENTS ARE GENERALLY IDENTIFIED BY WORDS OR PHRASES SUCH AS “BELIEVE”, “ANTICIPATE”, “EXPECT”, “INTEND”, “PLAN”, “WILL”, “MAY”, “SHOULD”, “ESTIMATE”, “PREDICT”, “POTENTIAL”, “CONTINUE” OR THE NEGATIVE OF SUCH TERMS OR OTHER SIMILAR EXPRESSIONS. IF UNDERLYING ASSUMPTIONS PROVE INACCURATE OR UNKNOWN RISKS OR UNCERTAINTIES MATERIALIZE, ACTUAL RESULTS AND THE TIMING OF EVENTS MAY DIFFER MATERIALLY FROM THE EXPECTED RESULTS AND/OR TIMING DISCUSSED IN THE FORWARD-LOOKING STATEMENTS, AND YOU SHOULD NOT PLACE UNDUE RELIANCE ON THESE STATEMENTS. THE COMPANY DISCLAIMS ANY INTENT OR OBLIGATION TO UPDATE ANY FORWARD-LOOKING STATEMENTS AS A RESULT OF DEVELOPMENTS OCCURRING AFTER THE PERIOD COVERED BY THIS RELEASE OR OTHERWISE.

ADDITIONAL INFORMATION AND WHERE TO FIND IT

THE OFFER HAS NOT BEEN COMMENCED. THIS RELEASE IS FOR INFORMATIONAL PURPOSES ONLY AND DOES NOT CONSTITUTE AN OFFER TO PURCHASE OR A SOLICITATION OF AN OFFER TO SELL COMPANY SECURITIES. THE SOLICITATION AND OFFER TO BUY COMPANY SECURITIES WILL ONLY BE MADE PURSUANT TO AN OFFER TO PURCHASE AND RELATED MATERIALS. AT THE TIME THE OFFER IS COMMENCED, ACORDA WILL FILE A TENDER OFFER STATEMENT ON SCHEDULE TO WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION (THE “SEC”) AND THEREAFTER, THE COMPANY WILL FILE A SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE 14D-9 WITH RESPECT TO THE OFFER. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THESE MATERIALS CAREFULLY WHEN THEY BECOME AVAILABLE SINCE THEY WILL CONTAIN IMPORTANT INFORMATION, INCLUDING THE

TERMS AND CONDITIONS OF THE OFFER. THE OFFER TO PURCHASE, SOLICITATION/RECOMMENDATION STATEMENT AND RELATED MATERIALS WILL BE FILED BY ACORDA AND THE COMPANY WITH THE SEC, AND INVESTORS AND SECURITY HOLDERS MAY OBTAIN A FREE COPY OF THESE MATERIALS (WHEN AVAILABLE) AND OTHER DOCUMENTS FILED BY ACORDA AND THE COMPANY WITH THE SEC AT THE WEBSITE MAINTAINED BY THE SEC AT WWW.SEC.GOV. INVESTORS AND SECURITY HOLDERS MAY ALSO OBTAIN FREE COPIES OF THE SOLICITATION/RECOMMENDATION STATEMENT AND OTHER DOCUMENTS FILED WITH THE SEC BY THE COMPANY AT WWW.BIOTIE.COM.

Attachment: Guggenheim Securities’ Opinion

January 19, 2016

The Board of

Directors Biotie

Therapies Corp.

Joukahaisenkatu

6, FI-20520

Turku, Finland

Members of the Board:

In the course of performing our reviews and analyses for rendering our opinion, we have:

Reviewed a draft of the Agreement dated as of January 18, 2016;

Reviewed certain publicly available business and financial information regarding Biotie;

Discussed with Biotie’s senior management their views of Biotie’s businesses, operations, historical and projected financial results and future prospects;

Reviewed the historical prices of Biotie Shares;

Reviewed implied transaction values and financial metrics of certain mergers and acquisitions that we deemed relevant in evaluating the Tender Offer;

Reviewed implied enterprise values of certain publicly traded companies that we deemed relevant in evaluating Biotie; and

Conducted such other studies, analyses, inquiries and investigations as we deemed appropriate.

With respect to the information used in arriving at our opinion:

We (i) do not assume any responsibility, obligation or liability for the accuracy, completeness, reasonableness, achievability or independent verification of, and we have not independently verified, any such information (including, without limitation, any financial projections, estimates as to potentially realizable existing net operating loss carryforwards expected to be utilized by Biotie, other estimates and other forward-looking information), (ii) express no view, opinion, representation or warranty (in each case, express or implied) regarding the (a) reasonableness of operating loss carryforwards expected to be utilized by Biotie, other estimates and other forward-looking information or the assumptions upon which they are based or (b) probability adjustments included in such financial projections and (iii) have relied upon the assurances of Biotie’s senior management that they are unaware of any facts or circumstances that would make such information (including, without limitation, any financial projections, estimates as to potentially realizable existing net operating loss carryforwards expected to be utilized by Biotie, other estimates and other forward-looking information) incomplete, inaccurate or misleading.

Specifically, with respect to any (i) financial projections, estimates as to potentially realizable existing net operating loss carryforwards expected to be utilized by Biotie, other estimates and other forward-looking information furnished by or discussed with Biotie, (a) we have been advised by Biotie’s senior management, and we have assumed, that such financial projections, estimates as to potentially realizable existing net operating loss carryforwards expected to be utilized by Biotie, other estimates and other forward-looking information utilized in our analyses have been reasonably prepared on bases reflecting the best currently available estimates and judgments of Biotie’s senior management as to the expected future performance of Biotie and (b) we have assumed that such financial projections, estimates as to potentially realizable existing net operating loss carryforwards expected to be utilized by Biotie, other estimates and other forward-looking information have been reviewed by Biotie’s Board of Directors with the understanding that such information will be used and relied upon by us in connection with rendering our opinion and (ii) financial projections, other estimates and/or other forward-looking information obtained by us from public sources, data suppliers and other third parties, we have assumed that such information is reasonable and reliable. We have been advised by Biotie’s Board of Directors and senior management, based on their assessments as to the relative likelihood of achieving the future financial results for Biotie as reflected in the unadjusted and probability-adjusted financial projections relating to Biotie, to rely for purposes of our analyses and opinion on such probability-adjusted financial projections, as applicable.

We have relied upon, without independent verification, the assessments of Biotie’s senior management as to, among other things, (i) the potential impact on Biotie of market and other trends in and prospects for, and governmental, regulatory and legislative matters relating to or affecting, the biotechnology, life sciences and pharmaceutical sectors in which Biotie operates, (ii) Biotie’s existing and future products and product candidates, including the validity of, and risks associated with, such products, product candidates and intellectual property, and (iii) the probabilities of successful commercialization of, and peak worldwide sales attributable to, such products and product candidates (including, without limitation, the timing and probabilities of successful development, testing, manufacturing and marketing thereof; approval thereof by relevant governmental authorities; prospective product-related sales prices, annual sales price

increases and volumes with respect thereto; the validity and life of patents with respect thereto; and the potential impact of competition thereon). We have assumed that there will not be any developments with respect to any such matters that would be meaningful in any respect to our analyses or opinion.

In rendering our opinion, we do not express any view or opinion as to the price or range of prices at which Biotie Shares or other securities of Biotie may trade or otherwise be transferable at any time, including subsequent to the announcement or consummation of the Tender Offer. We have acted as a financial advisor to Biotie in connection with the Tender Offer and will receive a customary fee for such services, a substantial portion of which is contingent on successful consummation of the Tender Offer and a portion of which is payable upon delivery of our opinion and will be credited against the fee payable upon consummation of the Tender Offer. In addition, Biotie has agreed to reimburse us for certain expenses and to indemnify us against certain liabilities arising out of our engagement.

Consistent with applicable legal and regulatory guidelines, Guggenheim Securities has adopted certain policies and procedures to establish and maintain the independence of its research departments and personnel. As a result, Guggenheim Securities’ research analysts may hold views, make statements or investment recommendations and publish research reports with respect to Biotie, Acorda, other participants in the Tender Offer or their respective affiliates, subsidiaries, investment funds and portfolio companies and the Tender Offer that differ from the views of Guggenheim Securities’ investment banking personnel.

Our opinion has been provided to Biotie’s Board of Directors (in its capacity as such) for its information and assistance in connection with its evaluation of the Offer Price. Our opinion may not be disclosed publicly, made available to third parties or reproduced, disseminated, quoted from or referred to at any time, in whole or in part, without our prior written consent; provided, however, that this letter may be included in its entirety in any Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 required to be distributed to the holders of Biotie Shares in connection with the Tender Offer pursuant to the United States Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder, and in any Tender Offer statement required to be distributed to the holders of Biotie Shares in connection with the Tender Offer pursuant to the Finnish Securities Market Act.

Our opinion and any materials provided in connection therewith do not constitute a recommendation to Biotie’s Board of Directors with respect to the Tender Offer, nor does our opinion constitute advice or a recommendation to any security holder of Biotie as to whether to tender any securities pursuant to the Tender Offer or how any such security holder should act with respect to the Tender Offer or any other matter. Our opinion does not address Biotie’s underlying business or financial decision to pursue the Tender Offer, the relative merits of the Tender Offer as compared to any alternative business or financial strategies that might exist for Biotie or the effects of any other transaction in which Biotie might engage. Our opinion addresses only the fairness, from a financial point of view, of the Offer Price to holders of Biotie Shares (other than Acorda and its affiliates) to the extent expressly specified herein. We do not express any view or opinion as to any other term, aspect or implication of the Tender Offer or the Agreement, including, without limitation, the form or structure of the Tender Offer, any consideration payable in respect, or any tender, exercise, redemption, conversion, rollover or assumption, of other securities (including warrants, options and other equity-based grants) of Biotie or any term, aspect or implication of any tender agreement or any other agreement, transaction document or instrument contemplated by the Agreement or otherwise or to be entered into or amended in connection with the Tender Offer, or the fairness, financial or otherwise, of the Tender Offer to, or of any consideration to be paid to or received by, the holders of any class of securities (other than the fairness, from a financial point of view, of the Offer Price to holders of Biotie Shares (other than Acorda and its affiliates) to the extent expressly specified herein), creditors or other constituencies of Biotie. Furthermore, we do not express any view or opinion as to the fairness, financial or otherwise,

of the amount or nature of any compensation payable to or to be received by any of Biotie’s or Acorda’s directors, officers or employees, or any class of such persons, in connection with the Tender Offer relative to the Offer Price or otherwise. Our opinion does not address the individual circumstances of specific holders with respect to rights or aspects which may distinguish such holders or the securities of Biotie held by such holders and our opinion does not address, take into consideration or give effect to any rights, preferences, restrictions or limitations or other attributes of any such securities nor does our opinion in any way address proportionate allocation or relative fairness. We have assumed that each outstanding Biotie ADS has a value equivalent to 80 Biotie Ordinary Shares.

Very truly yours,

GUGGENHEIM SECURITIES, LLC

Exhibit (e)(4)

SYNOSIA THERAPEUTICS HOLDING LTD

Amended 2008 STOCK OPTION INCENTIVE PLAN

ADOPTED BY THE BOARD: 31 January 2011

TERMINATION DATE: 17 June 2018

The Company, its shareholders and warrant holders and Biotie Therapies Corp. have entered into a Combination Agreement dated 10 January 2010 under which they agreed to combine the business of Biotie Therapies Corp. and the Company through an exchange of shares by way of Biotie Therapies Corp. issuing new shares that will be directed to the Company’s shareholders and warrant holders. The exchange ratio agreed in the Combination Agreement is approximately 22.432 shares of Biotie Therapies Corp. for one Company share. As a result of the consummation of the transaction contemplated by the Combination Agreement, the Company will become a wholly owned subsidiary of Biotie Therapies Corp.

In addition, Biotie Therapies Corp. will also issue new shares directed to the Company for the purpose of the Company conveying such shares further to the Company’s option holders. In connection with, and to reflect the different corporate structure following, the closing of the transaction contemplated by the Combination Agreement, the Board, based on its authorities under Section 3. of the Plan, amended the Company’s 2008 Option Stock Incentive Plan.

1.	GENERAL

1.1.

Eligible Option Recipients

The persons eligible to receive Options are Employees, Directors and Consultants.

1.2.

General Purpose

The Company, by means of the Amended Plan, seeks to secure and retain the services of the group of persons eligible to receive Options as set forth in Section 1.1, to provide incentives for such persons to exert maximum efforts for the success of the Company and any Subsidiary and to provide a means by which such eligible recipients may be given an opportunity to benefit from increases in value of the shares of Biotie, the Company’s parent company through the granting of Options.

2.	DEFINITIONS

As used in the Amended Plan, the following definitions shall apply to the capitalized terms indicated below:

2.1.

Affiliate

Affiliate means, at the time of determination, the Company and any Subsidiary. The Board shall have the authority to determine the time or times at which Affiliate status of any Entity is determined within the foregoing definition.

2.2.

Amended Plan

Amended Plan means this Synosia Therapeutics Holding Ltd Amended 2008 Stock Option Incentive Plan.

2.3.

Biotie

Biotie means Biotie Therapies Corp. (Business Identity Code 1475830-6), a public limited liability company incorporated and existing under the laws of Finland, having its registered domicile in Turku, Finland, the Company’s parent company following the closing of the transaction contemplated by the Combination Agreement.

2.4.

Biotie Share(s)

Biotie Share(s) mean(s) the shares of Biotie, which are listed on NASDAQ OMX Helsinki Ltd.

2.5.

Board

Board means the Board of Directors of the Company.

2.6.

Capitalization Adjustment

Capitalization Adjustment means with respect to, the Biotie Shares subject to the Amended Plan or subject to any Option after the Effective Date, any stock split, division or consolidation of Biotie Shares. Notwithstanding the foregoing, the conversion of any convertible securities of Biotie shall not be treated as a transaction resulting in a Capitalization Adjustment.

2.7.

Cause

Cause means with respect to a Participant, the occurrence of any of the following events: (i) such Participant’s commission of any felony or any crime involving fraud, dishonesty or moral turpitude under the laws of Switzerland, the United States or any state thereof, or any other applicable law; (ii) such Participant’s attempted commission of, or participation in, a fraud or act of dishonesty against a Group Company; (iii) such

Participant’s intentional, material violation of any contract or agreement between the Participant and a Group Company or of any statutory duty owed to any Group Company; (iv) such Participant’s unauthorized use or disclosure of any Group Company’s confidential information or trade secrets; or (v) such Participant’s gross misconduct. The determination that a termination of the Participant’s Continuous Service is either for Cause or without Cause shall be made by the respective Group Company in its sole discretion. Any determination by the respective Group Company that the Continuous Service of a Participant was terminated by reason of dismissal without Cause for the purposes of outstanding Options held by such Participant shall have no effect upon any determination of the rights or obligations of any Group Company or such Participant for any other purpose.

2.8.

Change in Control

Change in Control means the occurrence, in a single transaction or in a series of related transactions, of any one or more of the following events:

(i)

there is consummated a merger, consolidation or similar transaction involving (directly or indirectly) Biotie or the Company and, immediately after the consummation of such merger, consolidation or similar transaction, the stockholders of Biotie or Biotie immediately prior thereto do/does not Own, directly or indirectly, either (a) outstanding voting securities representing more than fifty percent (50%) of the combined outstanding voting power of the surviving Entity in such merger, consolidation or similar transaction, or (b) more than fifty percent (50%) of the combined outstanding voting power of the parent of the surviving Entity in such merger, consolidation or similar transaction; or

(ii)

there is consummated a sale, lease, exclusive license or other disposition of all or substantially all of the consolidated assets of Biotie or the Company and its Subsidiaries, other than a sale, lease, license or other disposition of all or substantially all of the consolidated assets of Biotie or the Company and its Subsidiaries to an Entity, more than fifty percent (50%) of the combined voting power of the voting securities of which are Owned by stockholders of Biotie or Biotie or

(iii)

a public takeover offer is made to generally all holders of Biotie Share(s) (excluding only the offeror and any persons acting in concert with such offeror, Biotie or holders of Biotie Share(s) to whom such takeover offer is not available due to applicable legislation such as foreign securities laws), and such takeover offer having become or been declared unconditional in all respects, and, as a result thereof, Biotie becomes aware that the right to cast more than fifty percent (50%) of all the voting rights (whether exercisable or not) of Biotie has become vested in the offeror and any persons acting in concert with the offeror (Takeover Event).

Notwithstanding the foregoing or any other provision of this Amended Plan, the definition of Change in Control (or any analogous term) in an individual written agreement between the

Company or any Subsidiary and the Participant shall supersede the foregoing definition with respect to Options subject to such agreement; provided, however, that if no definition of Change in Control or any analogous term is set forth in such an individual written agreement, the foregoing definition shall apply.

2.9.

CO means the Swiss Code of Obligations, as amended.

2.10.

Combination Agreement

Combination Agreement means the combination agreement between Biotie, the Company, all shareholders and warrant holders of the Company dated 10 January 2011, following its closing, the Company will become a wholly owned subsidiary of Biotie.

2.11.

Committee

Committee means a committee of one (1) or more Directors to whom authority has been delegated by the Board in accordance with Section 3.3.

2.12.

Common Stock

Common Stock means the common stock of the Company (Stammaktien).

2.13.

Company

Company means Synosia Therapeutics Holding Ltd, a Swiss corporation (Aktiengesellschaft).

2.14.

Consideration Shares

Consideration Shares means the 14,912,155 Biotie Shares resolved by the shareholders’ meeting of Biotie and issued to the Company for purposes of sourcing the Biotie Shares following any exercise of Options under this Amended Plan.

2.15.

Consultant

Consultant means any person, including an advisor, who is (i) engaged by a Group Company to render consulting or advisory services and is compensated for such services, or (ii) serving as a member of the board of directors of a Group Company and is compensated for such services. However, service as a Director, or payment of a fee for such service, shall not cause a Director to be considered a “Consultant” for purposes of the Amended Plan.

2.16.

Continuous Service

Continuous Service means that the Participant’s service with a Group Company, whether as an Employee, Director or Consultant, is not interrupted or terminated. A change in the capacity in which the Participant renders service to a Group Company as an Employee, Consultant or Director or a change in the Entity for which the Participant renders such service, provided that there is no interruption or termination of the Participant’s service with a Group Company, shall not terminate a Participant’s Continuous Service; provided, however, if the corporation for which a Participant is rendering service ceases to qualify as a Group Company, as determined by the Board in its sole discretion, such Participant’s Continuous Service shall be considered to have terminated on the date such corporation ceases to qualify as a Group Company. For example, a change in status, such as from an Employee of the Company to a Consultant to a Group Company or to a Director, shall not constitute an interruption of Continuous Service. To the extent permitted by law, the Board may determine whether Continuous Service shall be considered interrupted in the case of any leave of absence approved by that party, including sick leave, military leave or any other personal leave. Notwithstanding the foregoing, a leave of absence shall be treated as Continuous Service for purposes of vesting in an Option only to such extent as may be provided in the Company’s leave of absence policy or in the written terms of the Participant’s leave of absence agreement.

2.17.

Corporate Transaction

Corporate Transaction means the occurrence, in a single transaction or in a series of related transactions, of any one or more of the following events:

(i)

a sale or other disposition of all or substantially all, as determined by the Board in its sole discretion, of the consolidated assets of Biotie or the Company and its Subsidiaries;

(ii)

a sale or other disposition of at least ninety percent (90%) of the outstanding securities of Biotie or the Company;

(iii)

the consummation of a merger, consolidation or similar transaction following which Biotie or the Company is not the surviving corporation; or

(iv)

the consummation of a merger, consolidation or similar transaction following which Biotie or the Company is the surviving corporation but the Biotie Shares or the shares of the Company outstanding immediately preceding the merger, consolidation or similar transaction are converted or exchanged by virtue of the merger, consolidation or similar transaction into other property, whether in the form of securities, cash or otherwise.

2.18.

Director

Director means a member of the Board or a board of directors of another Group Company

2.19.

Disability

Disability means the inability of a Participant to engage in any substantially gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or which has lasted or can be expected to last for a continuous period of not less than twelve (12) months, and shall be determined by the Board in consideration of applicable Swiss rules regarding “permanent and total disability” and/or such medical evidence as the Board deems warranted under the circumstances.

2.20.

Effective Date

Effective Date means the effective date of this Amended Plan document as defined in Section 10 below.

2.21.

Employee

Employee means any person employed by a Group Company. However, service as a Director, or payment of a fee for such services, shall not cause a Director to be considered an “Employee” for purposes of the Amended Plan.

2.22.

Entity

Entity means a corporation, partnership, limited liability company or other entity.

2.23.

Fair Market Value

Fair Market Value means, as of any date, the value of the Biotie Shares determined on the basis of the closing price published for the Biotie Shares on the day prior to such determination.

2.24.

Group Company

Group Company means, at the time of determination, Biotie, the Company and any Subsidiary. The Board shall have the authority to determine the time or times at which Group Company status of any Entity is determined within the foregoing definition.

2.25.

Incentive Stock Option

Incentive Stock Option shall have the meaning defined in Section 6.1 below.

2.26.

Option

Option means an Option for the purchase of approx. 22.432 Biotie Shares instead of one (1) Common Stock and all existing Option Agreements are deemed to be adjusted accordingly. Any fractions of Biotie Shares upon an exercise will be rounded down to the next whole number.

2.27.

Option Agreement

Option Agreement means a written agreement between the Company and an Optionholder evidencing the terms and conditions of an Option grant. Each Option Agreement shall be subject to the terms and conditions of the Amended Plan. Option Agreements existing at the Effective Date shall remain into force

and refer after the Effective Date to approx. 22.432 Biotie Shares per one Common Stock and be subject to this Amended Plan.

2.28.

Optionholder

Optionholder means a person to whom an Option is granted pursuant to the Amended Plan or, if permitted under the terms of this Amended Plan, such other person who holds an outstanding Option.

2.29.

Own, Owned, Owner, Ownership

A person or Entity shall be deemed to “Own,” to have “Owned,” to be the “Owner” of, or to have acquired “Ownership” of securities if such person or Entity, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has or shares voting power, which includes the power to vote or to direct the voting, with respect to such securities.

2.30.

Participant

Participant means a person to whom an Option is granted pursuant to the Amended Plan or, if applicable, such other person who holds an outstanding Option.

2.31.

Plan

Plan means this Synosia Therapeutics Holding Ltd 2008 Stock Option Incentive Plan.

2.32.

Restricted Stock Agreement

Restricted Stock Agreement means a written agreement between the Company and a holder of Biotie Shares acquired following an early exercise under Section 6.11 evidencing the terms and conditions applying to such Biotie Shares. Each Restricted Stock Agreement shall be subject to the terms and conditions of the Amended Plan. Restricted Stock Agreements existing at the Effective Date shall remain into force

and refer after the Effective Date to approx. 22.432 Biotie Shares per one Common Stock and be subject to this Amended Plan.

2.33.

Subsidiary

Subsidiary means, with respect to Group Company, (i) any corporation of which more than fifty percent (50%) of the outstanding capital stock having ordinary voting power to elect a majority of the board of directors of such corporation (irrespective of whether, at the time, stock of any other class or classes of such corporation shall have or might have voting power by reason of the happening of any contingency) is at the time, directly or indirectly, Owned by a Group Company, and (ii) any partnership in which a Group Company has a direct or indirect interest (whether in the form of voting or participation in profits or capital contribution) of more than fifty percent (50%).

3.	ADMINISTRATION

3.1.

Administration by Board

The Board shall administer the Amended Plan unless and until the Board delegates administration of the Amended Plan to a Committee, as provided in Section 3.3.

3.2.

Powers of Board

The Board or the Committee, to the extent delegated to the Committee pursuant to Section 3.3, shall have the power, subject to, and within the limitations of, the express provisions of the Amended Plan:

(i)

To determine from time to time (a) which of the persons eligible under the Amended Plan shall be granted Options; (b) when and how each Option shall be granted; (c) the provisions of each Option granted (which need not be identical), including the time or times when a person shall be permitted to exercise Options pursuant to a Option; and (d) the number of Biotie Shares with respect to which a Option shall be granted to each such person.

(ii)

To construe and interpret the Amended Plan and Options granted under it, and to establish, amend and revoke rules and regulations for its administration. The Board, in the exercise of this power, may correct any defect, omission or inconsistency in the Amended Plan or in any Option Agreement, in a manner and to the extent it shall deem necessary or expedient to make the Amended Plan or an Option fully effective.

(iii)

To settle all controversies regarding the Amended Plan and Options granted under it.

(iv)

To accelerate the time at which a Option may first be exercised or the time during which a Option or any part thereof will vest in accordance with the Amended Plan, notwithstanding the provisions in the Option stating the time at which it may first be exercised or the time during which it will vest.

(v)

To suspend or terminate the Amended Plan at any time. Suspension or termination of the Amended Plan shall not impair rights and obligations under any Option granted while the Amended Plan is in effect except with the written consent of the affected Participant.

(vi)

To amend the Amended Plan, subject to the limitations, if any, of applicable law. However, no amendment, shall be effective unless approved by the stockholders of the Company to the extent stockholder approval is necessary to satisfy applicable law. Rights under any Option granted before amendment of the Amended Plan shall not be impaired by any amendment of the Amended Plan unless (a) the Company requests the consent of the affected Participant, and (b) such Participant consents in writing.

(vii)

To amend the Amended Plan in any respect the Board deems necessary or advisable to provide eligible Employees with the maximum benefits provided or to be provided under the provisions of the CO and other applicable laws relating to Options or to the Amended Plan.

(viii)

To amend the terms of any one or more Options, including, but not limited to, amendments to provide terms more favorable than previously provided in the Option Agreement, subject to any specified limits in the Amended Plan that are not subject to Board discretion; provided, however, that the rights under any Option shall not be impaired by any such amendment unless (a) the Company requests the consent of the affected Participant, and (b) such Participant consents in writing.

(ix)

Generally, to exercise such powers and to perform such acts as the Board deems necessary or expedient to promote the best interests of the Company and that are not in conflict with the provisions of the Amended Plan or Options.

(x)

To adopt such procedures and sub-plans as are necessary or appropriate to permit participation in the Amended Plan by Employees, Directors or Consultants who are foreign nationals or employed outside of Switzerland.

(xi)

To effect, at any time and from time to time, with the consent of any adversely affected Participant, (a) the reduction of the exercise price of any outstanding Option under the Amended Plan; (b) the cancellation of any outstanding Option under the Amended Plan and the grant in substitution therefore of (1) a new Option under the Amended Plan or another equity plan of the Company covering the same or a different number of Biotie Shares, (2) cash, and/or (3) other valuable consideration (as determined by the Board, in its sole discretion); or (b) any other action that is treated as a repricing under generally accepted accounting principles.

3.3.

Delegation to Committee

The Board may delegate some or all of the administration of the Amended Plan to a Committee or Committees. If administration is delegated to a Committee, the Committee shall have, in connection with the administration of the Amended Plan, the powers theretofore possessed by the Board that have been delegated to the Committee, including the power to delegate to a subcommittee any of the administrative powers the Committee is authorized to exercise (and references in this Amended Plan to the Board shall thereafter be to the Committee or subcommittee), subject, however, to such resolutions, not inconsistent with the provisions of the Amended Plan, as may be adopted from time to time by the Board. The Board may retain the authority to concurrently administer the Amended Plan with the Committee and may, at any time, revest in the Board some or all of the powers previously delegated.

3.4.

Effect of Board’s Decision

All determinations, interpretations and constructions made by the Board (or any Committee) in good faith shall not be subject to review by any person and shall be final, binding and conclusive on all persons.

4.	SHARES SUBJECT TO THE AMENDED PLAN

4.1.

Consideration Shares

Subject to the provisions of Section 8.1 relating to Capitalization Adjustments, the number of Biotie Shares for Options shall not exceed, in the aggregate, 14,912,155 Biotie Shares, unless the shareholders’ meeting of Biotie has resolved to issue additional Biotie Shares to the Company for the purpose of this Amended Plan.

4.2.

Source of Shares

The Biotie Shares for any Option granted under the Amended Plan shall be sourced from the Consideration Shares.

5.	ELIGIBILITY FOR OPTIONS

Awards may be granted to Directors, Employees and Consultants, in the sole discretion of the Board. In determining the persons to whom Options shall be granted, the Board shall take into account such factors as the Board shall deem relevant in connection with accomplishing the purposes of the Amended Plan.

6.	OPTION PROVISIONS

Each Option shall be in such form and shall contain such terms and conditions as the Board shall deem appropriate. The provisions of separate Options need not be identical; provided, however, that each Option Agreement shall include (through incorporation of provisions hereof by reference in the Option Agreement or otherwise) the substance of each of the following provisions:

6.1.

Type of Options

Each Option Agreement may specifically state that the Option constitutes an Incentive Stock Option intended to qualify as an “incentive stock option” within the meaning of Section 422 of the Internal Revenue Code of 1986 (as amended) and the regulations promulgated thereunder. The maximum number of Biotie Shares at disposal for the exercise of Incentive Stock Options is 14,912,155 Biotie Shares. All Employees shall be eligible to receive incentive stock options.

6.2.

Term

No Option shall be exercisable after the expiration of ten (10) years from the date of its grant or such shorter period specified in the Option Agreement.

6.3.

Exercise Price of an Option

The exercise price per Option for the purchase of 22.432 Biotie Shares shall be determined by the Board at the time of grant. The exercise price shall be determined in Swiss Francs.

6.4.

Method and Time of Payment

The exercise price shall be paid in full, at the time of exercise, in cash, or in the sole discretion of the Board, through a cashless exercise procedure. Any right of the Optionholder to pay the exercise price in any other way, including by way of set-off or compensation with claims of the Optionholder against the Company, is expressly excluded.

6.5.

Transferability of Options

The Board may, in its sole discretion, impose such limitations on the transferability of Options as the Board shall determine. In the absence of such a determination by the Board to the contrary, the following restrictions on the transferability of Options shall apply:

(i)

Restrictions on Transfer. Incentive Stock Options are not transferable. In addition, an Option shall not be transferable except by will or by the laws of descent and distribution and shall be exercisable during the lifetime of the Optionholder only by the Optionholder.

(ii)

Beneficiary Designation. Notwithstanding the foregoing, the Optionholder may, by delivering written notice to the Board, in a form provided by or otherwise satisfactory to the Board, designate a third party who, in the event of the death of the Optionholder, shall thereafter be entitled to exercise the Option. In the absence of such a designation, the executor or administrator of the Optionholder’s estate shall be entitled to exercise the Option.

6.6.

Vesting Generally

The total number of Biotie Shares subject to an Option may vest and therefore become exercisable in periodic installments that may or may not be equal. The Option may be subject to such other terms and conditions on the time or times when it may or may not be exercised (which may be based on the satisfaction of performance goals or other criteria) as the Board may deem appropriate. The vesting provisions of individual Options may vary.

6.7.

Termination of Continuous Service

In the event that an Optionholder’s Continuous Service terminates (other than for Cause or upon the Optionholder’s death or Disability), the Optionholder may exercise his or her Option (to the extent that the Optionholder was entitled to exercise such Option as of the date of termination of Continuous Service) but only within such period of time ending on the earlier of (i) the date three (3) months following the termination of the Optionholder’s Continuous Service (or such longer or shorter period specified in the Option Agreement, which period shall not be less than thirty (30) days unless such termination is for Cause), or (ii) the expiration of the term of the Option as set forth in the Option Agreement. If, after termination of Continuous Service, the Optionholder does not exercise his or her Option within the time specified herein or in the Option Agreement (as applicable), the Option shall terminate.

6.8.

Disability of Optionholder

In the event that an Optionholder’s Continuous Service terminates as a result of the Optionholder’s Disability, the Optionholder may exercise his or her Option (to the extent that the Optionholder was entitled to exercise such Option as of the date of termination of Continuous Service), but only within such period of time ending on the earlier of (i) the date twelve (12) months following such termination of Continuous Service (or such longer or shorter period specified in the Option Agreement, which period shall not be less than six (6) months), or (ii) the expiration of the term of the Option as set forth in the Option Agreement. If, after termination of Continuous Service, the Optionholder does not exercise his or her Option within the time specified herein or in the Option Agreement (as applicable), the Option shall terminate.

6.9.

Death of Optionholder

In the event that (i) an Optionholder’s Continuous Service terminates as a result of the Optionholder’s death, or (ii) the Optionholder dies within the period (if any) specified in

the Option Agreement after the termination of the Optionholder’s Continuous Service for a reason other than death, then the Option may be exercised (to the extent the Optionholder was entitled to exercise such Option as of the date of death) by the Optionholder’s estate, by a person who acquired the right to exercise the Option by bequest or inheritance or by a person designated to exercise the option upon the Optionholder’s death, but only within the period ending on the earlier of (i) the date eighteen (18) months following the date of death (or such longer or shorter period specified in the Option Agreement, which period shall not be less than six (6) months), or (ii) the expiration of the term of such Option as set forth in the Option Agreement. If, after the Optionholder’s death, the Option is not exercised within the time specified herein or in the Option Agreement (as applicable), the Option shall terminate.

6.10.

Termination for Cause

Except as explicitly provided otherwise in an Optionholder’s Option Agreement, in the event that an Optionholder’s Continuous Service is terminated for Cause, the Option shall terminate upon the termination date of such Optionholder’s Continuous Service and the Optionholder shall be prohibited from exercising his or her Option from and after the time of such termination of Continuous Service.

6.11.

Early Exercise

The Option may, but need not, include a provision whereby the Optionholder may elect at any time before the Optionholder’s Continuous Service terminates to exercise the Option as to any part or all of the Biotie Shares subject to the Option prior to the full vesting of the Option. Subject to the “Repurchase Limitation” in Section 7.7, any unvested Biotie Shares so acquired must be subject to a Restricted Stock Purchase Agreement, which includes a repurchase option in favor of the Company and may be subject to any other restriction the Board determines to be appropriate. Provided that the “Repurchase Limitation” in Section 7.7 is not violated, the Company shall not be required to exercise its repurchase option until at least six (6) months (or such longer or shorter period of time required to avoid a charge to earnings for financial accounting purposes) have elapsed following exercise of the Option unless the Board otherwise specifically provides in the Option.

7.	MISCELLANEOUS

7.1.

Use of Proceeds from exercise prices of Options

Proceeds from exercises of Options shall constitute general funds of the Company.

7.2.

Stockholder Rights

No Participant shall be deemed to be the holder of, or to have any of the rights of a holder with respect to, any Biotie Shares subject to such Option unless and until such Participant has satisfied all requirements for exercise of, and has exercised the Option pursuant to its terms.

7.3.

No Employment or Other Service Rights

Nothing in the Amended Plan or any Option Agreement shall confer upon any Participant any right to continue to serve a Group Company in the capacity in effect at the time the Option was granted or shall affect the right of a Group Company to terminate (i) the employment of an Employee with or without notice and with or without cause, (ii) the service of a Consultant pursuant to the terms of such Consultant’s agreement with a Group Company, or (iii) the service of a Director pursuant to the articles of association of and any applicable provisions of the corporate law of the state in which a Group Company is incorporated, as the case may be.

7.4.

Investment Assurances

The Company may require a Participant, as a condition of exercising or acquiring Biotie Shares under any Option, (i) to give written assurances satisfactory to the Company as to the Participant’s knowledge and experience in financial and business matters and/or to employ a purchaser representative reasonably satisfactory to the Company who is knowledgeable and experienced in financial and business matters and that he or she is capable of evaluating, alone or together with the purchaser representative, the merits and risks of exercising the Option; and (ii) to give written assurances satisfactory to the Company stating that the Participant is acquiring Biotie Shares subject to the Option for the Participant’s own account and not with any present intention of selling or otherwise distributing Biotie Shares.

7.5.

Withholding Obligations

To the extent provided by the terms of a Option Agreement or where required by applicable law, the Company may, in its sole discretion, satisfy any federal, state or local tax withholding obligation, or any withhold any contributions to social security and any other duty(ies) which the Company may be required to withhold or pay as well as any other duty levied on the Company in this respect, relating to a Option by any of the following means (in addition to the Company’s right to withhold from any compensation paid to the Participant by the Company) or by a combination of such means: (i) causing the Participant to tender a cash payment; (ii) withholding shares of Common Stock from the shares of Common Stock issued or otherwise issuable to the Participant in connection with the Option; provided, however, that no shares of Common Stock are withheld with a value exceeding the minimum amount of tax required to be withheld by law (or such lower amount as may be necessary to avoid classification of the Option as a liability); or (iii) by such other method as may be set forth in the Option Agreement.

7.6.

Electronic Delivery

Any reference herein to a “written” agreement or document shall include any agreement or document delivered electronically or posted on the Company’s intranet.

7.7.

Repurchase Limitation

The terms of any repurchase option shall be specified in the Option, and the repurchase price shall be the lower of (i) the Fair Market Value of the Biotie Shares on the date of repurchase or (ii) their original purchase price. Any repurchase option contained in a Option granted shall be exercised for cash or cancellation of purchase money indebtedness for the Biotie Shares within ninety (90) days of termination of Continuous Service (or in the case of Biotie Shares transfered upon exercise of Options after such date of termination, within ninety (90) days after the date of the exercise) or such longer period as may be agreed to by the Company and the Participant.

8.	ADJUSTMENTS UPON CHANGES IN COMMON STOCK; OTHER CORPORATE EVENTS

8.1.

Capitalization Adjustments

In the event of a Capitalization Adjustment, the Board shall appropriately adjust: (i) the class(es) and maximum number of securities subject to the Amended Plan pursuant to Section 4.1, (ii) the class(es) and number of securities and price per share of stock subject to outstanding Options. The Board shall make such adjustments, and its determination shall be final, binding and conclusive, provided that, any such determination remains subject to shareholders’ approval of Biotie where required.

8.2.

Dissolution or Liquidation

In the event of a dissolution or liquidation of Biotie or the Company, all outstanding Options (other than Options consisting of vested Biotie Shares not subject to the Company’s right of repurchase) shall terminate immediately prior to the completion of such dissolution or liquidation, and the Biotie Shares subject to the Company’s repurchase option may be repurchased by the Company notwithstanding the fact that the holder of such Option is providing Continuous Service, provided, however, that the Board may, in its sole discretion, cause some or all Options to become fully vested, exercisable and/or no longer subject to repurchase (to the extent such Options have not previously expired or terminated) before the dissolution or liquidation is completed but contingent on its completion.

8.3.

Corporate Transaction

The following provisions shall apply to Options in the event of a Corporate Transaction unless otherwise provided in a written agreement between the Company or any Subsidiary and the holder of the Option:

(i)

Options May Be Assumed. In the event of a Corporate Transaction, any surviving corporation or acquiring corporation (or the surviving or acquiring corporation’s parent company) may assume or continue any or all Options outstanding under the Amended Plan or may substitute similar Options for Options outstanding under the Amended Plan (including but not limited to,

awards to acquire the same consideration paid to the stockholders of Biotie or Biotie pursuant to the Corporate Transaction), and any reacquisition or repurchase rights held by the Company in respect of Biotie Shares acquired pursuant to Options may be assigned by the Company to the successor of Biotie or the Company (or the successor’s parent company, if any), in connection with such Corporate Transaction. A surviving corporation or acquiring corporation (or its parent) may choose to assume or continue only a portion of an Option or substitute a similar Option for only a portion of an Option. The terms of any assumption, continuation or substitution shall be set by the Board in accordance with the provisions of Section 3.

(ii)

Options Held by Current Participants. In the event of a Corporate Transaction in which the surviving corporation or acquiring corporation (or its parent company) does not assume or continue such outstanding Options or substitute similar Options for such outstanding Options, then with respect to Options that have not been assumed, continued or substituted and that are held by Participants whose Continuous Service has not terminated prior to the effective time of the Corporate Transaction (referred to as the Current Participants), the vesting of such Options (and, if applicable, the time at which such Options may be exercised) shall (contingent upon the effectiveness of the Corporate Transaction) be accelerated in full to a date prior to the effective time of such Corporate Transaction as the Board shall determine (or, if the Board shall not determine such a date, to the date that is five (5) days prior to the effective time of the Corporate Transaction), and such Options shall terminate if not exercised (if applicable) at or prior to the effective time of the Corporate Transaction, and any repurchase rights held by the Company with respect to such Options shall lapse (contingent upon the effectiveness of the Corporate Transaction).

(iii)

Options Held by Persons other than Current Participants. In the event of a Corporate Transaction in which the surviving corporation or acquiring corporation (or its parent company) does not assume or continue any or all outstanding Options or substitute similar Options for such outstanding Options, then with respect to Options that have not been assumed, continued or substituted and that are held by persons other than Current Participants, the vesting of such Options (and, if applicable, the time at which such Option may be exercised) shall not be accelerated and such Options (other than a Option consisting of vested Biotie Share(s) not subject to the Company’s right of repurchase) shall terminate if not exercised (if applicable) prior to the effective time of the Corporate Transaction; provided, however, that any reacquisition or repurchase rights held by the Company with respect to such Options shall not terminate and may continue to be exercised notwithstanding the Corporate Transaction.

(iv)

Payment for Options in Lieu of Exercise. Notwithstanding the foregoing, in the event a Option will terminate if not exercised prior to the effective time of a Corporate Transaction, the Board may provide, in its sole discretion, that the

holder of such Option may not exercise such Option but will receive a payment, in such form as may be determined by the Board, equal in value to the excess, if any, of (a) the value of the property the holder of the Option would have received upon the exercise of the Option, over (b) any exercise price payable by such holder in connection with such exercise.

(v)

Change in Control. Upon occurrence of a Change in Control, except for a Takeover Event, the Board may determine that each outstanding un-vested Option shall accelerate so that each un-vested Option shall, immediately prior to the effective date of such Change in Control, become fully exercisable and may be exercised as fully-vested Options into Biotie Shares, and that any and all rights of repurchase of the Company and all transfer restrictions imposed (by the Amended Plan or any Option Agreement) on Biotie Shares acquired upon exercise of Options shall cease to apply immediately prior to the effective date of such Change in Control. In the event that the Board does not determine such acceleration and cessation of rights of repurchase and transfer restrictions upon occurrence of a Change in Control, and as of, or within twelve (12) months after, the effective time of such Change in Control the Continuous Service terminates due to an involuntary termination (not including death or Disability) without Cause, then, each un-vested Option shall as of the date of such termination of Continuous Service become fully exercisable and may be exercised as fully-vested Options into Biotie Shares within thirty (30) days following such termination, and any and all rights of repurchase of the Company and all transfer restrictions imposed (by the Amended Plan or any Option Agreement) on Biotie Shares acquired upon exercise of Options shall cease to apply as of the date of such termination of Continuous Service.

(vi)

Upon occurrence of a Takeover Event, each outstanding un-vested Option shall automatically accelerate so that each un-vested Option shall become fully exercisable and may be exercised as fully-vested Options into Biotie Shares immediately following the effective date of such Takeover Event. Furthermore, upon occurrence of a Take-Over Event, any and all rights of repurchase of the Company and all transfer restrictions imposed (by the Amended Plan or any Option Agreement) on Biotie Shares acquired upon exercise of Options shall cease to apply immediately following the effective date of such Takeover Event.

9.	TERMINATION OR SUSPENSION OF THE AMENDED PLAN

9.1.

Amended Plan Term

Unless sooner terminated by the Board pursuant to Section 3, the Amended Plan automatically shall terminate on the day before the tenth (10th) anniversary of the earlier of (i) the date on which the Amended Plan is adopted by the Board, or (ii) the date on which the Amended Plan is approved by the Company’s shareholders. No Options may be granted under the Amended Plan while the Amended Plan is suspended or after it is terminated.

9.2.

No Impairment of Rights

Suspension or termination of the Amended Plan shall not impair rights and obligations under any Option granted while the Amended Plan is in effect except with the written consent of the affected Participant.

10.

EFFECTIVE DATE OF AMENDED PLAN

Following approval by the Board, this Amended Plan shall enter into force as of the date of the closing of the transaction between the Company and Biotie Therapies Corp. which is scheduled on or about 1 February 2011. If such closing will not take place for whatever reason, this Amended Plan shall not have any effect and the Plan will remain in full force.

11.

CHOICE OF LAW

The laws of Switzerland shall govern all questions concerning the construction, validity and interpretation of this Amended Plan, without regard to its conflict of laws rules.

Exhibit (e)(7)

LOGO

BIOTIE THERAPIES CORP.

EQUITY INCENTIVE PLAN 2014 (the 2014 Equity Plan)

The Annual General Meeting of Shareholders of Biotie Therapies Corp. (the Company, or together with its subsidiaries the Group) held on 4 April 2013 authorised the Board of Directors of Biotie Therapies Corp. (the Board) to decide on the issuance of options and other rights entitling to shares. The Board has at its meeting on 2 January 2014 resolved to implement an equity incentive plan on the below terms and conditions. The Board has at its meeting on 30 October 2014 decided to amend the terms and conditions.

GENERAL TERMS AND CONDITIONS OF THE 2014 EQUITY PLAN

1. Objectives of the 2014 Equity Plan

The 2014 Equity Plan is designed to form part of the remuneration, incentive and commitment program for the employees of the Group and thus the Company has a particularly weighty financial reason for the issue of awards pursuant to the 2014 Equity Plan. The aim is to align the objectives of the shareholders and employees in order to increase the value of the Company, to commit employees to the Company, and to offer them a competitive incentive plan based on holding the Company’s shares (Shares) or equivalent instruments.

2. Target Group

Each year the Board shall determine, in its absolute discretion, the Group employees that shall receive an award, or awards, pursuant to the 2014 Equity Plan (Employee, jointly Employees). Selected Employees must be employed by, or in the service of, a company belonging to the Group (Group Company) at the time an award is granted. However, the Board may pre-approve maximum awards for Employees that are expected to join the Group during the Discretionary Period in advance of them joining and allow the CEO to determine the level of the final award, subject to the maximum pre-approved award, when the Employee joins the Group.

Receiving an award pursuant to the 2014 Equity Plan shall not affect other employment or service terms. The 2014 Equity Plan and any awards made under it shall be fully discretionary.

In addition, certain of the awards are only for issue to the Chief Executive Officer, Chief Operating Officer, Chief Medical Officer, Chief Financial Officer and by exception any other employee that the Board agrees at its sole discretion (together, the Senior Management) only. These awards will be identified (as detailed in Section 3 and 4 below) and are subject to additional criteria as outlined in Exhibit A (Senior Management Shares). However, each member of Senior Management can only receive such units under either the 2014 Option Plan or the 2014 Equity Plan and not both.

When deciding upon the quantum of any award the Board may take into consideration the duration of employment or service of the Employee concerned and such other factors as may be determined by the Board, including their expected contribution to the Group in future years.

LOGO

The awards shall be issued at no cost to the Employees, but the share subscription based on the awards is subject to payment set forth in Section 6 below.

3. Share Reserve

The number of Shares subject to awards pursuant to the 2014 Equity Plan and the number of corresponding Shares to be subscribed on the basis of the entire 2014 Equity Plan shall be a maximum total of 14,002,500 Shares, of which 2,520,000 shall be designated Senior Management Shares (as per Section 2 above). The Shares subscribed may either be new Shares in the Company or existing Shares held by the Company. In the event an award is forfeited or otherwise cancelled without the delivery of Shares to an Employee, the Shares subject to such award shall again be available to be made subject to an award pursuant to the 2014 Equity Plan.

4. Form of Share Awards

The 2014 Equity Plan offers Employees the possibility to receive the Company’s share units (Share Unit), whereby the Employee shall subscribe a Share for each Share Unit awarded to the Employee; the Share Units which are in relation to the Senior Management Shares are to be termed Senior Management Share Units and are, by definition, a subset of the Share Units. The maximum total number of Share Units is 14,002,500, of which 2,520,000 shall be designated Senior Management. The terms and conditions of such Share Units shall be determined by the Board in its sole discretion. The terms and conditions for the Share Units shall include the terms and conditions in Exhibit A. For the avoidance of doubt, the Share Units require the Employee to subscribe for the relevant Shares in question and the Employee hereby gives by accepting any Share Units his/her irrevocable authorization for the Company to subscribe, pay and deliver the Shares allocated to him/her pursuant to this 2014 Equity Plan.

5. Subscription Period

The subscription periods for share subscription are determined in Exhibit A (Subscription Period).

6. Share Subscription Price

Each Share Unit entitles its owner to subscribe for one (1) new Share in the Company or an existing Share held by the Company. The share subscription price shall be credited to the reserve for invested unrestricted equity.

The share subscription price shall, for all Share Units, be USD 0.01 per share (Subscription Price). The Employees who have been granted Share Units hereby give their irrevocable approval to the Company to deduct the entire share subscription price needed to subscribe Shares based on Share Units from Employees’ paycheck.

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7. Shareholder Rights

The shareholder rights to the subscribed Shares shall be assigned to an Employee on the date when the Shares are registered on the book-entry account of an Employee. If the Shares to be subscribed are new, the shareholder rights shall arise from the registration of the Shares with the Finnish Trade Register.

8. Adjustments in Certain Special Cases

8.1. Distribution of Assets

Should the Company, differing from the Company´s normal practice, distribute dividends or similar assets from reserves of unrestricted equity, after 2 January 2014 but before share subscription, the Board may decide on the adjustment of the number of Shares available for subscription so that the position of the Share Unit owner corresponds to that of a shareholder, as per the dividend record date or the record date of the repayment of equity.

Should the Company reduce its share capital by distributing share capital to the shareholders, or reduce its share premium fund by distributing funds from the share premium fund to the shareholders, after 2 January 2014 but before share subscription, the Board may decide on the adjustment of the number of Shares available for subscription so that the position of the Share Unit owner corresponds to that of a shareholder, as per the record date of the repayment of share capital.

8.2. Issue of Shares, Stock Options or Other Special Rights entitling to Shares

Should the Company, before the share subscription, decide on an issue of Shares or an issue of stock options or other special rights entitling to Shares, so that the shareholders have pre-emptive right to subscription, a Share Unit owner shall have the same right as, or an equal right to, that of a shareholder. Equality is reached in the manner determined by the Board by adjusting the number of Shares available for subscription.

8.3. Liquidation or deregistration of the Company

Should the Company be placed in liquidation before the share subscription, the Share Unit owner shall be given an opportunity to exercise his or her share subscription right, within a period of time determined by the Board. Should the Company be deregistered, before the share subscription, the Share Unit owner shall have the same right as, or an equal right to, that of a shareholder. In this case the 2014 Equity Plan shall expire.

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8.4. Merger, Demerger or Transfer of Domicile

Should the Company resolve to merge with another company as a merging company or merge with a company to be formed in a combination merger, or should the Company resolve to be demerged entirely, the Share Unit owners may, prior to the registration of the execution of a merger or a demerger, be given the right to subscribe for Shares with their Share Units, in a manner and within a period of time determined by the Board. In such case the Board shall, at its discretion, also determine the Multiplier in the manner set out in Section 3 of Exhibit A. Alternatively, the Board may give a Share Unit owner the right to convert the Share Units into stock options or other special rights entitling to shares issued by the other company, in the manner determined in the draft terms of merger or demerger, or in the manner otherwise determined by the Board, or the right to sell Share Units prior to the registration of the execution of a merger or a demerger. After such period, no share subscription right or conversion right shall exist. The same proceeding shall apply to cross-border mergers or demergers, or should the Company, after having registered itself as an European Company (Societas Europae), or otherwise, register a transfer of its domicile from Finland into another member state of the European Economic Area. The Board shall decide on the impact of potential partial demerger on the Share Units. In the above situations, the Share Unit owners shall have no right to require that the Company redeem the Share Units from them at their market value.

8.5. Redemption Right and Obligation

Should a redemption right and obligation in relation to all of the Company’s Shares, as referred to in Chapter 18 Section 1 of the Finnish Limited Liability Companies Act, arise to any of the shareholders, during the Subscription Period in question, on the basis that a shareholder possesses over 90 per cent of the Shares and the votes of the Company, the Share Unit owners shall be given the opportunity to exercise their right of share subscription by virtue of the Share Units, within a period of time determined by the Board, or the Share Unit owners shall have an equal obligation to that of shareholders to transfer their Share Units to the redeemer.

Should a redemption right or obligation arise before the Subscription Period in question, the Share Unit recipient may be granted the right to Subscribe Shares based on the Share Units as may be determined by the Board in its sole discretion upon arising of the redemption right and obligation and then given the same opportunities as outlined in the previous paragraph and the proceedings shall be the same as above. In such case the Board shall, at its discretion, also determine the Multiplier in the manner set out in Section 3 of Exhibit A. In these cases, the 2014 Equity Plan shall expire.

8.6. Acquisition or Redemption of Treasury Shares, Stock Options and Other Special Rights entitling to Shares

Acquisition or redemption of the Company’s treasury shares or acquisition of stock options or other special rights entitling to shares shall have no impact on the rights of the Share Unit owner. Should the Company, however, resolve to acquire or redeem its treasury shares from all shareholders, the Share Unit owners shall be made an equivalent offer or an equivalent adjustment to the number of Share Units shall be made.

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9. Incorporation of Share Units into the Book-entry Securities System

The Board may decide to incorporate the Share Units into the book-entry securities system. Should the Share Units be incorporated into the book-entry securities system, the Company shall have the right to request and get transferred all forfeited Share Units from the Share Unit owner’s book-entry account to the book-entry account nominated by the Company, without the consent of the Share Unit owner. In addition, the Company shall be entitled to register transfer restrictions and other restrictions concerning the Share Units on the Share Unit owner’s book-entry account, without the consent of the Share Unit owner.

10. Administration of the 2014 Equity Plan

The Board shall manage the 2014 Equity Plan and decide on all matters relating thereto. The decision of the Board on any matters relating to the 2014 Equity Plan shall be final and binding on all parties.

The Board may delegate certain matters relating to the 2014 Equity Plan to individuals within the Company as it sees fit.

Should an Employee act against these terms and conditions, or against the instructions given by the Company, on the basis of these terms and conditions, or against applicable law, or against the regulations of the authorities, the Company shall be entitled to withdraw, without paying any compensation, an award which has not been transferred, or with which Shares have not been subscribed for, from the Employee.

The Company may maintain a register of the Employees on which the Employees’ personal data is recorded. An Employee accepts that the data shall be administered and processed by the Company or any other agent or person designated by the Company. An Employee is entitled to request access to the data referring to him or her and held by the Company. The Company may send all announcements regarding the 2014 Equity Plan to the Employees by e-mail.

11. Amendment and Interpretation of the Terms and Conditions of the 2014 Equity Plan

The Board shall be entitled to interpret the terms and conditions of the 2014 Equity Plan.

The Board may, at any time, amend the terms and conditions of the 2014 Equity Plan or any award pursuant to the 2014 Equity Plan; provided, however, that, without the written consent of the Employee(s) affected, the terms and conditions shall be amended in such a manner that no considerable defect or material detriment shall occur to any Employee with respect to an outstanding award, as a result of amending the terms and conditions of the 2014 Equity Plan or the award.

The 2014 Equity Plan shall expire on the earlier of (i) the issuance pursuant to the 2014 Equity Plan of the maximum number of Shares permitted by Section 3 or (ii) the termination of the 2014 Equity Plan by the Board when no awards pursuant to the 2014 Equity Plan are outstanding.

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12. Applicable Law and Settlement of Disputes

These terms and conditions shall be construed in accordance with and governed by the laws of Finland. All disputes arising out of or in connection with this 2014 Equity Plan shall be exclusively submitted to arbitration, in accordance with the Arbitration Rules of the Finland Chamber of Commerce. The place of arbitration shall be either (i) Helsinki, Finland or (ii) San Francisco, California as determined by the Employee. The language of the arbitration proceedings shall be English and the arbitral tribunal shall consist of one (1) arbitrator, who shall be appointed by the Arbitration Institute of the Finland Chamber of Commerce.

These terms and conditions have been prepared in Finnish and in English. In the case of any discrepancy between the Finnish and English versions, the English shall prevail.

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EXHIBIT A

TERMS AND CONDITIONS OF 2014—2016 SHARE UNIT AWARDS

Share Unit awards in 2014 through 2016 shall be subject to the terms and conditions of the 2014 Equity Plan and the following terms and conditions:

1. Discretionary Periods and Share Units

The 2014 Equity Plan offers Employees the possibility of receiving the Company’s Share Units during three (3) consecutive discretionary periods, calendar years 2014, 2015 and 2016 (each separately, Discretionary Period). If the Company’s financial year changes from being based on calendar years, before the end of a Discretionary Period, the Board shall be entitled to change a Discretionary Period accordingly.

Each year the Board shall determine the number of Share Units granted to each Employee and Employees shall be notified of the number of Share Units that have been granted as soon as reasonably possible after the decision by the Board.

In addition as outlined in Section 2, the Board at its sole discretion will determine awards to Senior Management that are subject to additional restrictions as outlined in this Exhibit A; only one such award may be made to each member of Senior Management and it will be made in Discretionary Period 2014. The amount will be determined by considering the total amount of awards to be made to each member of Senior Management in Discretionary Period 2014; 40% of these awards multiplied by three (3) will be designated as Senior Management Share Units; the remaining 60% will be under the same rules as other Employees for awards made in Discretionary Period 2014. The total amount of award for each member of Senior Management made in each of Discretionary Periods 2015 and 2016 will be reduced by one third of the Senior Management Share Units awarded in Discretionary Period 2014. These Senior Management Share Units will be subject to a multiplier, as detailed in Section 3 of Exhibit A below, which will then determine the amount of Shares that are awarded to each member of Senior Management.

As an example and for the avoidance of doubt, if a member of Senior Management were to be made a total award of 300,000 Share Units in the Discretionary Period 2014, then 180,000 Share Units (being 60% of 300,000) would have the same conditions as all Employees and 360,000 (being 40% of 300,000 multiplied by 3) will be termed Senior Management Share Units and be subject to the multiplier. Then the total awards made for Discretionary Periods 2015 and 2016 will be reduced by 120,000 Share Units (being one third of the 360,000 Senior Management Share Units) and will have the same conditions as for all Employees.

Share Units may only be granted to Employees who are employed by or in the service of a Group Company on the grant date. However, as noted in the General Terms and Conditions of the 2014 Equity Plan, Section 2, the Board may pre-approve awards for future joiners with the final decision being determined by the CEO.

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2. Subscription Periods

For Senior Management Share Units issued in the Discretionary Period 2014 (Tranche M), the Subscription Period is 5 January 2017 until 31 January 2017, so that the Shares in question will, to the extent the preconditions for share subscription are fulfilled, be issued and delivered during January and February 2017, unless restricted by Section 4 below, in which case the Shares shall be delivered no later than 15 March 2018.

For all remaining Share Units, each Discretionary Period is followed by two (2) separate Subscription Periods during which Shares may be subscribed:

For the Discretionary Period comprising calendar year 2014, the Subscription Periods are as follows:

•

For 25% of the Share Units awarded to each Employee (Tranche A), the Subscription Period is 5 January 2016 until 31 January 2016, so that the Shares in question will be issued and delivered during January and February 2016, unless restricted by Section 4 below, in which case the Shares shall be delivered no later than 15 March 2017; and

•

For the remaining Share Units awarded to each Employee (Tranche B), the Subscription Period is 5 January 2017 until 31 January 2017, so that the Shares in question will be issued and delivered during January and February 2017, unless restricted by Section 4 below, in which case the Shares shall be delivered no later than 15 March 2018.

For the Discretionary Period comprising calendar year 2015, the Subscription Periods are as follows:

•

For 25% of the Share Units awarded to each Employee (Tranche C), the Subscription Period is 5 January 2017 until 31 January 2017, so that the Shares in question will be issued and delivered during January and February 2017, unless restricted by Section 4 below, in which case the Shares shall be delivered no later than 15 March 2018; and

•

For the remaining Share Units awarded to each Employee (Tranche D), the Subscription Period is 5 January 2018 until 31 January 2018, so that the Shares in question will be issued and delivered during January and February 2018, unless restricted by Section 4 below, in which case the Shares shall be delivered no later than 15 March 2019.

For the Discretionary Period comprising calendar year 2016, the Subscription Periods are as follows:

•

For 25% of the Share Units awarded to each Employee (Tranche E), the Subscription Period is 5 January 2018 until 31 January 2018, so that the Shares in question will be issued and delivered during January and February 2018, unless restricted by Section 4 below, in which case the Shares shall be delivered no later than 15 March 2019; and

•

For the remaining Share Units awarded to each Employee (Tranche F), the Subscription Period is 5 January 2019 until 31 January 2019, so that the Shares in question will be issued and delivered during January and February 2019, unless restricted by Section 4 below, in which case the Shares shall be delivered no later than 15 March 2020.

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In case of fractional Share Units or Shares, the number shall be rounded downwards to a closest full number for the initial 25% of the Share Units. The remainder of the total award will then be included as the subsequent 75% of the Share Units.

Should the last day of the Subscription Period not be a banking day, the share subscription may be made on a banking day following the last share subscription day.

The Employees shall pay the Subscription Price, as detailed in Section 6 above, prior to the obligation of the Company to deliver the Shares. The Employees who have been granted Share Units hereby give their irrevocable approval to the Company to deduct the entire share subscription price needed to subscribe Shares based on Share Units from Employees’ paycheck. For the avoidance of doubt, the Share Units require the Employee to subscribe for the relevant Shares in question and the Employee hereby gives by accepting any Share Units his/her irrevocable authorization for the Company to subscribe, pay and deliver the Shares allocated to him/her pursuant to this 2014 Equity Plan.

The Board shall decide on all measures concerning the share subscription.

In each case, after which the Company’s Shares shall be delivered to Employees on the basis of the granted Share Units. In the 2014 Equity Plan, one (1) Share Unit corresponds to one (1) Share.

3. Multiplier for Senior Management Share Units

As noted in Section 2, the Senior Management Share Units will be subject to a multiplier (Multiplier) to determine the amount of Share Units that will be issued for each recipient of Senior Management Share Units. The Multiplier will be determined on the percentage growth in the share price from 1 January 2014 to 31 December 2016 (Share Price Growth). The share price on each of 1 January 2014 and 31 December 2016 will be determined by the trade volume weighted average quotation of the Share on NASDAQ OMX Helsinki Ltd. for the preceding 30 days.

The Multiplier will be calculated as follows:

For Share Price Growth of less than 35%, the Multiplier will be nil (0.0) times the Senior Management Share Units; and

For Share Price Growth of between 35% and 100%, the Multiplier will be a straight line increase from nil (0.0) times the Senior Management Share Units at 35% to three (3.0) times the Senior Management Share Units at 100%. This means that for each extra 1% of Share Price Growth between 35% and 100% the multiplier will increase by 0.046 times; the Multiplier will be rounded to two decimal points ; and

For Share Price Growth of greater than 100% the Multiplier will be a flat three (3.0) times the Senior Management Share Units.

The result of applying the Multiplier to the Senior Management Share Units will then be equal to the Shares that are eligible for each member of Senior Management and subject to the Terms and Conditions in this Exhibit A.

When determining the Multiplier, any extraordinary events having occurred between 1 January 2014 and 31 December 2016, such as arising of a redemption right and obligation, merger, share splits,

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dividend payments, rights issues or similar events, shall be taken into account in a manner and at the discretion of the Board.

4. Share Delivery

The Shares shall be delivered to Employees after each Subscription Period on a date set by the Board during January and February immediately following the end of each Subscription Period.

ii.

The right to Shares is personal, and they shall only be delivered to an Employee, or a former employee. The right to Shares may not be assigned or otherwise transferred. Upon death, the Shares shall be delivered to the estate or beneficiary or heir of an Employee. An Employee (or his or her estate, beneficiary or heir, as the case may be) shall be liable for all taxes and tax-related consequences arising to him, her or it from an award pursuant to the 2014 Equity Plan. The Company may require the Employee (or his or her estate, beneficiary or heir, as the case may be) to make adequate provision for any withholding obligation of the Company as a condition of any Share delivery pursuant to the 2014 Equity Plan.

iii.

Should (a) the date of Share delivery occur during a blackout period of the Company or while the Employee has insider status and (b) the Employee has not made an advance plan to sell shares, the Share delivery shall be automatically postponed until after the end of the blackout period or expiry of the possession of insider information; provided, however, that in no event shall the Shares be delivered later than the 15 March of the calendar year following the calendar year in which the Subscription Period in question began.

iv.

The Board shall have the right, in its absolute discretion, to reduce, including for the avoidance of doubt to zero, the number of Shares to be delivered, or to postpone the Share delivery to a later date that better suits the Company, if changes that are beyond the Company’s control, such as legal, fiscal, economic or business related factors, might lead to an extremely harmful or extremely unreasonable outcome for the Company. However, in no event shall the Shares be delivered later than the 15 March of the calendar year following the calendar year in which the Subscription Period in question began.

The Board shall have the right to cancel the Share delivery, in full or in part, if the Group’s financial statements have to be amended and those amendments affect the number of Shares to be delivered, or if an Employee has, in the reasonable opinion of the Board, committed a serious criminal offence, broken any ethical code of which he has been notified by the Company or has otherwise acted in a way which the Board reasonably thinks might damage the reputation of the Company.

5. Preconditions before Subscription Period

Except as provided in Section 5(b), should an Employee´s employment or service in a Group Company end before the commencement of a Subscription Period (Normal Vesting Date), the Share Units held by the Employee associated with such Subscription Period shall gratuitously be forfeited to the Company or its designate. However, the Board may, in its absolute discretion, in these cases decide that an Employee is entitled to keep the Share Units or a part of them.

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Should an Employee become permanently disabled, retire statutorily or as determined by the Company, or die, before the Subscription Period with the Share Units in questions has started, an Employee or his or her estate or beneficiary or heir shall be entitled to keep the granted Share Units.

Should an Employee’s employment or service in a Group Company end due to a corporate arrangement or transfer of business, before the Subscription Period with the Share Units in question has started, an Employee shall be entitled to keep the granted Share Units.

An Employee shall, during his or her employment, service or thereafter, have no right, on any grounds, to receive compensation for Share Units that have been forfeited in accordance with these terms and conditions.

In all cases, an Employee or his or her estate or beneficiary or heir shall be entitled to keep such Shares that have already been delivered to an Employee or his or her estate or beneficiary or heir.

6. Application of Section 409A for US Employees

Notwithstanding anything to the contrary herein, the following provisions apply to the extent benefits provided herein are “deferred compensation” (Deferred Plan Benefits) within the meaning of Section 409A of the United States Internal Revenue Code and the regulations and other guidance thereunder and any state law of similar effect (collectively Section 409A). The benefits pursuant to the 2014 Equity Plan are intended to qualify for an exemption from application of Section 409A or comply with its requirements to the extent necessary to avoid adverse personal tax consequences under Section 409A for Employees subject to United States federal income taxation, and any ambiguities herein shall be interpreted accordingly. Any Deferred Plan Benefits to be paid upon “termination of employment” shall not commence for an Employee subject to Section 409A until the Employee has a “separation from service” for purposes of Section 409A. Any Deferred Plan Benefits to be paid upon a “merger” or similar provisions shall not commence until the Company has a “change in the ownership or effective control or a change in the ownership of a substantial portion of the assets” within the meaning of Treas. Reg. Section 1.409A-3(i)(5). Each installment of any Deferred Plan Benefit is a separate “payment” for purposes of Treas. Reg. Section 1.409A-2(b)(2)(i), and any Deferred Plan Benefits are intended to satisfy the exemptions from application of Section 409A provided under Treasury Regulations Sections 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9). However, if such exemptions are not available and the Employee is, upon separation from service, a “specified employee” for purposes of Section 409A, then, solely to the extent necessary to avoid adverse personal tax consequences under Section 409A, the timing of any affected Deferred Plan Benefits payments shall be delayed until the earlier of (i) six (6) months and one day after the Employee’s separation from service, or (ii) the Employee’s death. In the event a benefit pursuant to the plan would qualify for the “short term deferral exception” in Treasury Regulation Section 1.409A-1(b)(4) if vesting occurred on the Normal Vesting Date, then, if the Employee’s entitlement to keep the Share Units or to “exercise” the Share Units occurs (Accelerated Vesting Date) prior to the Normal Vesting Date, (x) the Shares to be issued pursuant to such Share Units shall be issued no later than sixty (60) days after the Accelerated Vesting Date and (y) the Subscription Price, if any, shall become immediately due and payable by the Employee whether or not the Share Unit is immediately “exercised” or the Shares issued on the Accelerated Vesting Date.

Exhibit (e)(8)

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BIOTIE THERAPIES CORP.

STOCK OPTION PLAN 2014 (the 2014 Option Plan)

The Annual General Meeting of Shareholders of Biotie Therapies Corp. (the Company, or together with its subsidiaries the Group) held on 4 April 2013 authorised the Board of Directors of Biotie Therapies Corp. (the Board) to decide on the issuance of options and other rights entitling to shares. The Board has at its meeting on 2 January 2014 resolved that stock options (Stock Options) shall be issued to the personnel of the Company and of its subsidiaries (the Employees, or individually the Employee). The Board has at its meeting on 30 October 2014 decided to amend the terms and conditions.

I STOCK OPTION TERMS AND CONDITIONS

1. Number of Stock Options

The maximum total number of Stock Options which may be issued is 10,337,500, of which 4,320,000 are only available to Senior Management as outlined further below. If the maximum number of Stock Options were to be granted, they would entitle their owners to subscribe for a maximum total of 10,337,500 new shares in the Company or existing shares held by the Company (Shares).

2. Right to Stock Options

The Board shall determine, in its absolute discretion, which Employees are to be granted Stock Options. The Board, in its absolute discretion, shall decide the timing of any grants, the quantum of any such grants and any special terms that should apply to such grants consistent with this 2014 Option Plan.

Certain of the Stock Options are only for issue to the Chief Executive Officer, Chief Operating Officer, Chief Medical Officer, Chief Financial Officer and by exception any other employee that the Board agrees at its sole discretion (together, the Senior Management) only. These Stock Options will be designated 2014M (as detailed in Section I.3 below) and are subject to additional criteria as outlined in Section I.6 (Senior Management Options). However, each member of Senior Management can only receive such units under either the 2014 Option Plan or the 2014 Equity Plan and not both.

When deciding upon the quantum of any grant the Board may take into consideration the duration of employment or service of the Employee concerned and such other factors as the Board may determine, including their expected contribution to the Group in future years.

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The Stock Options shall be issued at no cost to the Employees. The Company has a particularly weighty financial reason for the issue of Stock Options, since the Stock Options are intended to form part of the Group’s remuneration, incentive and commitment program for the Employees and Senior Management.

3. Stock Options

The Stock Options are divided into seven (7) tranches. The Stock Options shall be marked with a symbol to identify them by tranche. 468,125 shall be marked 2014A, 1,404,375 shall be marked 2014B, 518,125 shall be marked 2014C, 1,554,375 shall be marked 2014D, 518,125 shall be marked 2014E, 1,554,375 shall be marked 2014F and 4,320,000 shall be marked 2014M.

The Employees, to whom Stock Options are offered, shall be notified in writing. The Stock Options shall be delivered to the recipients in accordance with Section I.5 when the Employee has accepted the offer from the Board.

4. Discretionary Periods

The 2014 Option Plan includes three (3) consecutive discretionary periods, calendar years 2014 (for Stock Options 2014A, 2014B and 2014M), 2015 (for Stock Options 2014C and 2014D) and 2016 (for Stock Options 2014E and 2014F) (each separately, a Discretionary Period). If the Company’s financial year changes from being based on calendar years, before the end of a Discretionary Period, the Board shall be entitled to change a Discretionary Period accordingly.

5. Grant of Stock Options

During, or no more than one month before the commencement of each Discretionary Period, the Board shall, in its absolute discretion, determine what number of, if any, Stock Options should be granted to the Employees and Senior Management. Grants may only be made to Employees and Senior Management who are employed by or in the service of the company belonging to the Group (Group Company) on the grant date. However, the Board may pre-approve maximum awards for Employees that are expected to join the Group during the Discretionary Period in advance of them joining and allow the CEO to determine the level of the final award, subject to the maximum pre-approved, when the Employee joins the Group.

If some Stock Options are not granted or they would otherwise be available because Stock Options are returned to the Company (for example, if the Stock Options are forfeited when someone leaves the Group), they can be granted at a later time during the Discretionary Period.

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Options, during employment or service or thereafter. Stock Option recipients shall be liable for all taxes and tax-related consequences arising from receiving or exercising Stock Options.

The Board shall have the right, in its absolute discretion, to reduce, including for the avoidance of doubt to zero, the number of Stock Options to be granted, or to postpone the Stock Option grants to a later date that better suits the Company, if material changes that are beyond the Company’s control, such as legal, fiscal, economic or business related factors, might lead to an extremely harmful or unreasonable outcome for the Company.

The Board shall have the right to cancel the grant of any Stock Options or granted Stock Options that are subject to the transfer restriction, if the Group’s financial statements have to be restated, or if a Stock Option recipient has, in the reasonable opinion of the Board, committed a serious criminal offence, broken any ethical code of which he has been notified by the Company or has otherwise acted in a way which the Board reasonably thinks might damage the reputation of the Company.

6. Additional Criteria for certain Senior Management Options

6.1. Purpose of Senior Management Options

As detailed in Section I.2 certain of the Stock Options have been designated as 2014M and are only eligible for Senior Management. They are subject to additional restrictions that increase the risk and reward for Senior Management and provide an additional incentive to increase shareholder value, as represented by the Company’s share price.

Up to a maximum of 40% of the total awards expected to be made to each member of Senior Management in Discretionary Periods 2014, 2015 and 2016 will be eligible to be included as Senior Management Options. This expectation will be based on three (3) times the total award made to each member of Senior Management in Discretionary Period 2014.

6.2. Amount and Timing of Awards

There will only be one award of Senior Management Options made to each member of Senior Management.

The Board at its sole discretion will determine the total amount of awards for each member of Senior Management to be made in Discretionary Period 2014. 40% of these awards multiplied by three (3) will be included in tranche 2014M and termed Senior Management Option Units; the remaining 60% will be under the same rules as other Employees and will be included in tranches 2014A and 2014B; in future periods (tranches 2014C, 2014D, 2014E and 2014F), only 60% of the total potential options will be awarded to Senior Management in lieu of the awards made in tranches 2014M.

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The total amount of award for each member of Senior Management made in each of Discretionary Periods 2015 and 2016 will be reduced by one third of the Senior Management Option Units awarded in Discretionary Period 2014.

These Senior Management Option Units will be subject to a multiplier depending on the growth in the Company’s share price (Multiplier), as detailed in Section 6.3. This Multiplier will then determine the amount of Stock Options that are awarded to each member of Senior Management.

As an example and for the avoidance of doubt, if a member of Senior Management were to be made a total award of 300,000 Stock Options in the Discretionary Period 2014, then 180,000 Stock Options (being 60% of 300,000) would be included in the total included in tranches 2014A and 2014B and 360,000 (being 40% of 300,000 multiplied by 3) will be included in tranche 2014M and be termed Senior Management Option Units. Then the total awards made for Discretionary Periods 2015 and 2016 will be reduced by 120,000 Stock Options (being one third of the 360,000 Senior Management Option Units) in each and included in total in tranches 2014C and 2014D for Discretionary Period 2015 and tranches 2014E and 2014F for Discretionary Period 2016.

6.3. Multiplier

The Multiplier will be determined on the percentage growth in the share price from 1 January 2014 to 31 December 2016 (Share Price Growth). The share price on each of 1 January 2014 and 31 December 2016 will be determined by the trade volume weighted average quotation of the Share on NASDAQ OMX Helsinki Ltd. for the preceding 30 days.

The Multiplier will be calculated as follows:

For Share Price Growth of less than 35%, the Multiplier will be nil (0.0) times the Senior Management Option Units; and

For Share Price Growth of between 35% and 100%, the Multiplier will be a straight line increase from nil (0.0) times the Senior Management Option Units at 35% to three (3.0) times the Senior Management Option Units at 100%. This means that for each extra 1% of Share Price Growth between 35% and 100% the multiplier will increase by 0.046 times; the multiplier will be rounded to two decimal points; and

For Share Price Growth of greater than 100% the Multiplier will be a flat three (3.0) times the Senior Management Option Units.

The result of applying the Multiplier to the Senior Management Option Units will then be equal to the Share Units that are eligible under tranche 2014M for each member of Senior Management and subject to the Share Subscription Terms and Conditions detailed in Section II.

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When determining the Multiplier, any extraordinary events having occurred between 1 January 2014 and 31 December 2016, such as arising of a redemption right and obligation, merger, share splits, dividend payments, rights issues or similar events, shall be taken into account in a manner and at the discretion of the Board.

7. Transfer and Forfeiture of Stock Options

7.1. Transfer of Stock Options

The Company shall hold the Stock Options on behalf of the Stock Option owner until the beginning of the share subscription period.

The Stock Options are non-transferable to a third party by the Stock Option owner and may be exercised for share subscription only, unless otherwise provided in Section II.7. The Board may, however, in its absolute discretion, permit the transfer or pledge of Stock Options, for example in selected countries. Should the Stock Option owner transfer his or her Stock Options in that case, such person shall be obliged to inform the Company about the transfer or pledge in writing, without delay.

7.2. Termination of Employment or Service before Share Subscription Period

Should a Stock Option owner´s employment or service in a Group Company terminate before the subscription period, such person shall, without delay, forfeit to the Company or its designate, without compensation, all Stock Options granted to that individual, for which the relevant share subscription period specified in Section II.2 has not begun, on the last day of such person’s employment or service. However, the Board may, in its absolute discretion, decide that the Stock Option owner is entitled to keep such Stock Options, or a part of them.

Should a Stock Option owner become permanently disabled, retire statutorily or as determined by the Company, or die, after a Discretionary Period, a Stock Option owner or his or her estate or beneficiary or heir shall be entitled to keep the granted Stock Options.

Should a Stock Option owner´s employment or service in a Group Company end due to a corporate arrangement or transfer of business, after a Discretionary Period, a Stock Option owner shall be entitled to keep the granted Stock Options.

In all cases, a Stock Option owner or his or her estate or beneficiary or heir shall be entitled to keep Stock Options for which the relevant share subscription period specified in Section II.2 has begun.

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A Stock Option owner shall, during his or her employment, service or thereafter, have no right to receive compensation on any grounds for Stock Options that have been forfeited in accordance with these terms and conditions.

7.3. Incorporation of Stock Options into the Book-entry Securities System

The Board may decide to incorporate the Stock Options into the book-entry securities system. Should the Stock Options be incorporated into the book-entry securities system, the Company shall have the right to request and get transferred all forfeited Stock Options from the Stock Option owner’s book-entry account to the book-entry account nominated by the Company, without the consent of the Stock Option owner. In addition, the Company shall be entitled to register transfer restrictions and other restrictions concerning the Stock Options on the Stock Option owner’s book-entry account, without the consent of the Stock Option owner.

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II SHARE SUBSCRIPTION TERMS AND CONDITIONS

1. Right to subscribe for Shares

Each Stock Option entitles its owner to subscribe for one (1) new Share in the Company or an existing Share held by the Company. The share subscription price shall be credited to the reserve for invested unrestricted equity.

2. Share Subscription and Payment

The share subscription periods, which will apply separately to each employee, shall be:

for Stock Options 2014A, which will represent approximately 25% of the award made for the Discretionary Period 2014: 1 January 2016 to 28 February 2017; and

for Stock Options 2014B, which will represent approximately 75% of the award made for the Discretionary Period 2014: 1 January 2017 to 28 February 2018; and

for Stock Options 2014C, which will represent approximately 25% of the award made for the Discretionary Period 2015: 1 January 2017 to 28 February 2018; and

for Stock Options 2014D, which will represent approximately 75% of the award made for the Discretionary Period 2015: 1 January 2018 to 28 February 2019; and

for Stock Options 2014E, which will represent approximately 25% of the award made for the Discretionary Period 2016: 1 January 2018 to 28 February 2019; and

for Stock Options 2014F, which will represent approximately 75% of the award made for the Discretionary Period 2016: 1 January 2019 to 29 February 2020; and

for Stock Options 2014M: 1 January 2017 to 28 February 2018.

Should the last day of the share subscription period not be a banking day, the share subscription may be made on a banking day following the last share subscription day.

Share subscriptions shall take place at the head office of the Company or possibly at another location and in a manner to be determined later. Upon subscription, payment for the subscribed Shares shall be made to the bank account designated by the Company. The Board shall decide on all measures concerning the share subscription and may, for example, determine that there will only be certain periods within each share subscription period during which it will issue the Shares.

3. Share Subscription Price

The share subscription price shall, for all Stock Options, be EUR 0.01.

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4. Registration of Shares

Shares subscribed for and fully paid shall be registered on the book-entry account of the subscriber.

5. Shareholder Rights

The dividend rights of the new Shares and other shareholder rights shall commence after the Shares have been entered into the Trade Register.

Should existing Shares, held by the Company, be given to the subscriber of Shares, the subscriber shall be given the right to dividends and to other shareholder rights after the Shares have been registered on his or her book-entry account.

6. Share Issues, Stock Options and Other Special Rights entitling to Shares before Share Subscription

Should the Company, before the share subscription, decide on an issue of shares or an issue of new stock options or other special rights entitling to shares, so that the shareholders have pre-emptive right to subscription, a Stock Option owner shall have the same right as, or an equal right to, that of a shareholder. Equality is reached in the manner determined by the Board by adjusting the number of Shares available for subscription. The adjustment shall also be applied to Stock Options that have not yet been granted to the Employees.

7. Rights in Certain Cases

7.1. Distribution of Assets

Should the Company, differing from the Company´s normal practice, distribute dividends or similar assets from reserves of unrestricted equity, after 2 January 2014 but before share subscription, the Board may decide on the adjustment of the number of Shares available for subscription so that the position of the Stock Option owner corresponds to that of a shareholder, as per the dividend record date or the record date of the repayment of equity. The adjustment shall also be applied to Stock Options that have not yet been granted to the Employees.

Should the Company reduce its share capital by distributing share capital to the shareholders, or reduce its share premium fund by distributing funds from the share premium fund to the shareholders, after 2 January 2014 but before share subscription, the Board may decide on the adjustment of the number of Shares available for subscription so that the position of the Stock Option owner corresponds to that of a shareholder, as per the record date of the repayment of

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share capital. The adjustment shall also be applied to Stock Options that have not yet been granted to the Employees.

7.2. Liquidation or deregistration of the Company

Should the Company be placed in liquidation before the share subscription, the Stock Option owner shall be given an opportunity to exercise his or her share subscription right, within a period of time determined by the Board. Should the Company be deregistered, before the share subscription, the Stock Option owner shall have the same right as, or an equal right to, that of a shareholder. In this case, the 2014 Option Plan shall expire.

7.3. Merger, Demerger or Transfer of Domicile

Should the Company resolve to merge with another company as a merging company or merge with a company to be formed in a combination merger, or should the Company resolve to be demerged entirely, the Stock Option owners may, prior to the registration of the execution of a merger or a demerger, be given the right to subscribe for Shares with their Stock Options, in a manner and within a period of time determined by the Board. In such case the Board shall, at its discretion, also determine the Multiplier in the manner set out in Section I 6.3. Alternatively, the Board may give a Stock Option owner the right to convert the Stock Options into stock options issued by the other company, in the manner determined in the draft terms of merger or demerger, or in the manner otherwise determined by the Board, or the right to sell Stock Options prior to the registration of the execution of a merger or a demerger. After such period, no share subscription right or conversion right shall exist. The same proceeding shall apply to cross-border mergers or demergers, or should the Company, after having registered itself as an European Company (Societas Europae), or otherwise, register a transfer of its domicile from Finland into another member state of the European Economic Area. The Board shall decide on the impact of potential partial demerger on the Stock Options. In the above situations, the Stock Option owners shall have no right to require that the Company redeem the Stock Options from them at their market value.

7.4. Acquisition or Redemption of Treasury Shares, Stock Options and other Special Rights entitling to Shares

Acquisition or redemption of the Company’s treasury shares or acquisition of stock options or other special rights entitling to shares shall have no impact on the rights of the Stock Option owner. Should the Company, however, resolve to acquire or redeem its treasury shares from all shareholders, the Stock Option owners shall be made an equivalent offer or an equivalent adjustment to the number of Stock Options shall be made.

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7.5. Redemption Right and Obligation

Should a redemption right and obligation in relation to all of the Company’s shares, as referred to in Chapter 18 Section 1 of the Finnish Limited Liability Companies Act, arise to any of the shareholders, during the share subscription period, on the basis that a shareholder possesses over 90 per cent of the shares and the votes of the shares of the Company, the Stock Option owners shall be given the opportunity to exercise their right of share subscription by virtue of the Stock Options, within a period of time determined by the Board, or the Stock Option owners shall have an equal obligation to that of shareholders to transfer their Stock Options to the redeemer, notwithstanding the fact that the Stock Options are non-transferable to a third party according to Section I.7.

Should a redemption right or obligation arise before the subscription period in question, the Stock Option recipient may be granted the right to subscribe Shares based on the Stock options as may be determined by the Board in its sole discretion upon arising of the redemption right and obligation and then given the same opportunities as outlined in the previous paragraph and the proceedings shall be the same as above. In such case the Board shall, at its discretion, also determine the Multiplier in the manner set out in Section I 6.3. In these cases, the 2014 Option Plan shall expire.

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III OTHER MATTERS

1. Applicable Law and Settlement of Disputes

These terms and conditions shall be construed in accordance with and governed by the laws of Finland. All disputes arising in relation to the Stock Options shall be exclusively submitted to arbitration, in accordance with the Arbitration Rules of the Finland Chamber of Commerce. The place of arbitration shall be Helsinki, Finland. The language of the arbitration proceedings shall be English or Finnish and the arbitral tribunal shall consist of one (1) arbitrator, who shall be appointed by the Arbitration Institute of the Finland Chamber of Commerce.

Stock Options may be granted to individuals who are located outside Finland. The 2014 Option Plan shall be operated in a way which complies with the law wherever the individuals are located. If the 2014 Option Plan needs to be completed in any way in order to comply with local law (whether in general or in relation to any particular grant, including grants already made) then the Board may make such additions as it considers reasonably necessary and desirable, within the requirements of the laws of Finland.

2. Amendment and Interpretation of the Terms and Conditions

The Board shall be entitled to interpret the terms and conditions of the 2014 Option Plan.

The Board shall manage the 2014 Option Plan and all matters relating thereto. The decision of the Board on any matters relating to the 2014 Option Plan shall be final and binding on all parties.

The Board may delegate certain matters relating to the 2014 Option Plan to individuals within the Company as it sees fit.

The Board may make any technical amendments required by the incorporation of the Stock Options into the book-entry securities system, to these terms and conditions, as well as on other amendments and specifications to these terms and conditions which are not considered as essential. All matters related to the Stock Options shall be decided on by the Board.

3. Administration of the 2014 Option Plan

Should the Stock Option owner act against these terms and conditions, or against the instructions given by the Company, on the basis of these terms and conditions, or against applicable law, or against the regulations of the authorities, the Company shall be entitled to withdraw, without paying any compensation, any Stock Options which have not been transferred, or with which Shares have not been subscribed for, from the Stock Option owner.

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The Company may maintain a register of the Stock Option owners on which the Stock Option owners´ personal data is recorded. A Stock Option owner accepts that the data shall be administered and processed by the Company or any other agent or person designated by the Company. A Stock Option owner is entitled to request access to the data referring to him or her and held by the Company. The Company may send all announcements regarding the Stock Options to the Stock Option owners by e-mail.

These terms and conditions have been prepared in Finnish and in English. In the case of any discrepancy between the Finnish and English versions, the English shall prevail.

Exhibit (e)(9)

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BIOTIE THERAPIES CORP.

STOCK OPTION PLAN 2016 (the 2016 Option Plan)

The Board of Directors of Biotie Therapies Corp. (the Board) has at its meeting on January 4, 2016 resolved, by authorization of the Annual General Meeting of Shareholders of Biotie Therapies Corp. (the Company, and, together with its subsidiaries and affiliates, the Group) on May 26, 2015, a new stock plan (the 2016 Option Plan) be issued, allowing for grants of stock options (Stock Options) to employees of the Group (the Employees, or individually the Employee), on the following terms and conditions:

I STOCK OPTION TERMS AND CONDITIONS

1. Number of Stock Options

The maximum total number of Stock Options which may be granted under the 2016 Option Plan is 80,000,000. If the maximum number of Stock Options were to be granted, they would entitle their owners to subscribe for a maximum total of 80,000,000 new shares in the Company or existing shares held by the Company (the Shares).

2. Right to Stock Options

The Stock Options shall be granted at no cost to the Employees. The Company has a particularly weighty financial reason for the issue of Stock Options, since the Stock Options are intended to form part of the Group’s remuneration, incentive and commitment program for the Employees.

3. Stock Options

The 2016 Option Plan will be divided into several tranches so that Stock Options that have equal exercise price and exercise period form one (1) tranche. The tranches will be marked with a symbol that indicates the time of pricing and grant, for example “2016 Q1”.

The Board will determine how the Stock Options will be divided into the tranches.

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4. Grant Periods

The 2016 Option Plan includes two (2) consecutive grant periods, calendar years 2016 and 2017 (each separately, a Grant Period). If the Company’s financial year changes from being based on calendar years, before the end of a Grant Period, the Board shall be entitled to change a Grant Period accordingly.

The maximum amount of Stock Options that may be granted during each of the Grant Period shall be the lower of (i) 40,000,000 Stock Options, and (ii) four (4) per cent of the total number of outstanding shares (i.e. excluding any treasury shares held by the Company) in the Company on January 1 of the relevant calendar year.

5. Grant of Stock Options

During, or no more than one (1) month before the commencement of each Grant Period, the Board shall, in its absolute discretion, determine what number of, if any, Stock Options should be granted to the Employees. Grants may only be made to Employees who are employed by or in the service of the company belonging to the Group (Group Company) on the grant date. However, the Board may pre-approve maximum awards for Employees that are expected to join the Group during the Grant Period in advance of them joining and allow the CEO to determine the level of the final award, subject to the maximum pre-approved, when the Employee joins the Group.

The Stock Options shall not constitute a part of employment or service contract of a Stock Option recipient, and they shall not be regarded as salary or fringe benefit. Stock Option recipients shall have no right to receive compensation on any grounds, on the basis of Stock Options, during employment or service or thereafter. Stock Option recipients shall be liable for all taxes and tax-related consequences arising from receiving or exercising Stock Options.

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regulation or stock exchange listing requirement will be subject to such deductions and clawback as may be required to be made pursuant to such law, government regulation or stock exchange listing requirement (or any policy adopted by the Company pursuant to any such law, government regulation or stock exchange listing requirement).

6. Transfer and Forfeiture of Stock Options

6.1. Transfer of Stock Options

The Company shall hold the Stock Options on behalf of the Stock Option owner until the beginning of the exercise period.

The Stock Options are non-transferable to a third party by the Stock Option owner and may be exercised for share subscription only, unless otherwise provided in Section II.7. The Board may, however, in its absolute discretion, permit the transfer or pledge of Stock Options, for example in selected countries, to the extent permitted by applicable law. Should the Stock Option owner transfer his or her Stock Options in that case, such person shall be obliged to inform the Company about the transfer or pledge in writing, without delay.

6.2. Termination of Employment or Service Before Exercise Period

Should a Stock Option owner´s employment or service in a Group Company terminate before the Stock Options have been exercised, such person shall, without delay, forfeit to the Company or its designate, without compensation, all Stock Options granted to that individual, (i) for which the relevant exercise period specified in Section II.2 has not begun (i.e. Stock Options that have not yet vested), on the last day of such person’s employment or service, and (ii) for which the relevant exercise period specified in Section II.2 has begun (i.e. Stock Options that have already vested), but which have not been exercised within 90 calendar days from the last day of such person’s employment or service (the 90 Day Period), on the last day of that 90 Day Period. However, the Board may, in its absolute discretion, decide that the Stock Option owner is entitled to keep such Stock Options, or a part of them.

In case of a voluntary and/or statutory leave of absence of a Stock Option owner and in other corresponding circumstances, the Board has the right to defer the commencement of the exercise period of the Stock Options specified in Section II.2 and/or redeem the Stock Options without consideration from the said owner of Stock Options.

Notwithstanding any of the above, should a Stock Option owner become permanently disabled, retire statutorily or as determined by the Company, or die, a Stock Option owner or his or her estate or beneficiary or heir shall be entitled to keep the granted Stock Options. Notwithstanding any of the above, should a Stock Option owner´s employment or service in a Group Company end due to a corporate arrangement or transfer of business, a Stock Option owner shall be entitled to keep the granted Stock Options.

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6.3. Incorporation of Stock Options into the Book-entry Securities System

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II SHARE SUBSCRIPTION TERMS AND CONDITIONS

1. Right to Subscribe for Shares

Each Stock Option entitles its owner to subscribe for one (1) new Share in the Company or an existing Share held by the Company. The exercise price shall be credited to the reserve for invested unrestricted equity.

2. Exercise Period

The Stock Options have a vesting period between approximately one (1) and four (4) years as described below.

The exercise periods, which will apply separately for each tranche of Stock Options, shall commence no earlier than January 1, 2017. The exercise period for all tranches of Stock Options will end at January 1, 2026.

The exercise period for each tranche of Stock Options shall be determined on a quarterly basis. Within each tranche of Stock Options the exercise period commences in thirty-seven (37) lots. For the first lot comprising approximately 25 per cent of the Stock Options under the tranche in question the exercise period will commence at the beginning of the month that is twelve (12) months after the beginning of the calendar quarter during which the tranche was granted. For the rest of the lots comprising in aggregate the remaining approximately 75 per cent of the Stock Options under the tranche in question the exercise period will commence evenly at the beginning of each month for the thereafter following three (3) years (for clarification 1/36^th of remaining 75 per cent will vest each month).

Should the last day of the exercise period not be a banking day, the share subscription may be made on the next banking day following the last day of the exercise period.

Share subscriptions shall take place at the head office of the Company or possibly at another location and in a manner to be determined later. Upon subscription, payment for the subscribed Shares shall be made to the bank account designated by the Company. The Board shall decide on all measures concerning the share subscription and may, for example, determine that there will only be certain periods within each exercise period during which it will issue the Shares.

3. Exercise Price

The exercise price for each tranche of Stock Options shall be equal to the closing price of the Company’s shares on Nasdaq Helsinki Ltd on the date on which the tranche has been approved and granted by the Board.

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4. Registration of Shares

Shares subscribed for and fully paid shall be registered on the book-entry account of the subscriber.

5. Shareholder Rights

The dividend rights of the new Shares and other shareholder rights shall commence after the Shares have been entered into the Trade Register.

6. Share Issues, Stock Options and Other Special Rights Relating to Shares Before Share Subscription

Should the Company, before the share subscription, decide on an issue of shares or an issue of new stock options or other special rights entitling to shares, so that the shareholders have pre-emptive right to subscription, a Stock Option owner shall have the same right as, or an equal right to, that of a shareholder. Equality is reached in the manner determined by the Board, for example by (i) adjusting the number of Shares available for subscription, (ii) adjusting the exercise prices for the Stock Options or by (iii) using a combination of the aforementioned items (i) and (ii),. The adjustment shall also be applied to Stock Options that have not yet been granted to the Employees.

7. Rights in Certain Cases

7.1. Distribution of Assets

Should the Company, differing from the Company´s normal practice, distribute dividends or similar assets from reserves of unrestricted equity, after January 4, 2016 but before share subscription, the Board shall decide on (i) the adjustment of the number of Shares available for subscription, (ii) the adjustment of the exercise prices for the Stock Options or (iii) a combination of the aforementioned items (i) and (ii), so that the position of the Stock Option owner corresponds to that of a shareholder, as per the dividend record date or the record date of the repayment of equity. The adjustment shall also be applied to Stock Options that have not yet been granted to the Employees.

Should the Company reduce its share capital by distributing share capital to the shareholders, or reduce its share premium fund by distributing funds from the share premium fund to the shareholders, after January 4, 2016 but before share subscription, the Board shall decide on (i) the adjustment of the number of Shares available for subscription, (ii) the adjustment of the exercise prices for the Stock Options or (iii) a combination of the aforementioned items (i) and (ii), so that the position of the Stock Option owner corresponds to that of a shareholder, as per the record date of the repayment of share

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capital. The adjustment shall also be applied to Stock Options that have not yet been granted to the Employees.

7.2. Liquidation or Deregistration of the Company

7.3. Merger, Demerger or Transfer of Domicile

Should the Company resolve to merge with another company as a merging company or merge with a company to be formed in a combination merger, or should the Company resolve to be demerged entirely, the Stock Option owners may, prior to the registration of the execution of a merger or a demerger, be given the right to subscribe for Shares with their Stock Options, in a manner and within a period of time determined by the Board. Alternatively, the Board may give a Stock Option owner the right to convert the Stock Options into stock options issued by the other company, in the manner determined in the draft terms of merger or demerger, or in the manner otherwise determined by the Board, or the right to sell Stock Options prior to the registration of the execution of a merger or a demerger. After such period, no share subscription right or conversion right shall exist. The same proceeding shall apply to cross-border mergers or demergers, or should the Company, after having registered itself as an European Company (Societas Europae), or otherwise, register a transfer of its domicile from Finland into another member state of the European Economic Area. The Board shall decide on the impact of potential partial demerger on the Stock Options. In the above situations, the Stock Option owners shall have no right to require that the Company redeem the Stock Options from them at their market value.

7.4. Acquisition or Redemption of Treasury Shares, Stock Options and Other Special Rights Entitling to Shares

7.5. Redemption Right and Obligation

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Board, or the Stock Option owners shall have an equal obligation to that of shareholders to transfer their Stock Options to the redeemer, notwithstanding the fact that the Stock Options are non-transferable to a third party according to Section I.6.

Should a redemption right or obligation arise before the exercise period in question, the Stock Option recipient may be granted the right to subscribe Shares based on the Stock Options as may be determined by the Board in its sole discretion upon arising of the redemption right and obligation and then given the same opportunities as outlined in the previous paragraph and the proceedings shall be the same as above. In these cases, the 2016 Option Plan shall expire.

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III OTHER MATTERS

1. Applicable Law and Settlement of Disputes

Stock Options may be granted to individuals who are located outside Finland. The 2016 Option Plan shall be operated in a way which complies with the law wherever the individuals are located. If the 2016 Option Plan needs to be completed in any way in order to comply with local law (whether in general or in relation to any particular grant, including grants already made) then the Board may make such additions as it considers reasonably necessary and desirable, within the requirements of the laws of Finland.

2. Amendment and Interpretation of the Terms and Conditions

The Board shall be entitled to interpret the terms and conditions of the 2016 Option Plan.

The Board shall manage the 2016 Option Plan and all matters relating thereto. The decision of the Board on any matters relating to the 2016 Option Plan shall be final and binding on all parties.

The Board may delegate certain matters relating to the 2016 Option Plan to individuals within the Company as it sees fit.

3. Administration of the 2016 Option Plan

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These terms and conditions have been prepared in Finnish and in English. In the case of any discrepancy between the Finnish and English versions, the English shall prevail.

Exhibit (e)(10)

UNOFFICIAL TRANSLATION FROM FINNISH

CEO AGREEMENT

Biotie Therapies Corp. (the “Company”) and Timo Veromaa (the “President and CEO”) have today entered into the following CEO Agreement (the “Agreement”).

1.	POSITION

The Company has engaged the President and CEO to act as the Company’s president and CEO under the terms specified in this Agreement and in accordance with the Finnish Limited Liability Companies Act.

2.	DUTIES

2.2	The duties of the President and CEO are as provided for in the Finnish Limited Liability Companies Act, and the Company’s Board of Directors may specify them from time to time.

2.3

The President and CEO shall, on his own initiative, see to the duties required of the President and CEO, as well as to duties relating to the Company’s business operations, which are assigned to him by the Company’s Board of Directors from time to time. The President and CEO has the right and obligation to participate in the meetings of the Company’s Board of Directors.

2.4	The President and CEO may not, without the Company’s prior written consent, accept or see to other duties for consideration or gratuitously or participate, directly or indirectly, on his own behalf or on behalf of a third party, in any operation for consideration or gratuitously.

2.5	The President and CEO may not, without the Company’s prior written consent, participate directly or indirectly or act as an investor in any business operations competing with those of the Company.

3.	SALARY AND OTHER BENEFITS

3.1	The remuneration of the President and CEO consists of a fixed monthly salary of EUR 6500, the annual bonus, and the benefits in kind defined below in section 3.2.

3.2	The President and CEO is entitled to the following benefits in kind:

1 landline phone subscription;

Fixed broadband Internet connection;

GSM mobile phone;

Company car—unlimited benefit, Volvo S80;

Voluntary medical expense, life, and disability insurances;

Voluntary collective pension insurance, the annual premium of which is EUR 14,896;

Voluntary individual pension insurance, the annual premium of which is EUR 7,320;

Unlimited occupational health care (also for spouse) including health care by specialists and dental care;

Vouchers for lunch and recreational benefit in accordance with the Company’s practice.

3.3	The salary set forth in section 3.1 and/or the benefits in kind set forth in section 3.2 are revised at the discretion of the Company’s Board of Directors in December each year.

4.	EXPENSES AND TRAINING

4.1

All reasonable travel and hotel expenses that have been incurred by the President and CEO in connection with seeing to the duties of the president and CEO as well as other reasonable expenses relating to the running of the Company’s business operations shall be paid to the President and CEO by the Company, either by having said expenses paid or by paying them against a receipt, in accordance with the Company’s practice in force from time to time.

4.2

The President and CEO is entitled to take part in further training or education corresponding to his position at the expense of the Company. Any training or education giving rise to considerable expenses or lasting for a considerably long time shall be separately agreed with the Company’s Board of Directors in each individual case.

5.	ANNUAL HOLIDAY

5.1	The President and CEO is entitled to annual holiday in accordance with the Annual Holidays Act (18 March 2005/162), which the President and CEO may take at a time to be agreed more specifically with the Company’s Board of Directors.

5.2	The President and CEO is entitled to holiday compensation under the same terms as the Company’s employees.

6.	PENSION AND ABSENCE FROM WORK

6.1	The Company shall take out a statutory TEL pension insurance for the President and CEO.

6.2

If the President and CEO is unable to work due to an illness, the Company shall pay full salary during his absence from work, provided that such absence does not exceed six (6) consecutive months. However, the Company is entitled to deduct from the aforementioned salary all statutory forms of compensation paid by third parties to the President and CEO as a result of his illness or inability to work. The President and CEO shall inform the Company of all aforementioned statutory compensation received by him in order for the correct payment sum to be determined.

7.	NON-DISCLOSURE AND THE COMPANY’S DOCUMENTS

7.1

All notes, memoranda, reports, and written presentations relating to the Company’s business secrets, know-how, or other information, the creation of which the President and CEO has participated in or which he has received during his term as the President and CEO constitute the property of the Company, and the President and CEO shall hand them over to the Board of Directors of the Company at the expiration of this Agreement.

7.2

During the period of validity of this Agreement or thereafter, the President and CEO shall not express (except where necessary for the due management of his duties) to third parties any business secret or confidential information concerning the Company’s business operations or finances or its clients or their business operations or matters, and the President and CEO will do his best to prevent the publication or disclosure of the aforementioned by third parties.

8.	INVENTIONS AND INDUSTRIAL RIGHTS AND COPYRIGHTS

8.1	All industrial rights and copyrights of the inventions, works, and programmes (including know-how, right to assign the rights, and the right to alter the works and other protected entities)

created by the President and CEO in the course of his position as the President and CEO or in another position in the Company during the validity of this Agreement are automatically and without further measures deemed to constitute the property of the Company. The same applies to trademarks and brands as well as to other industrial rights and copyrights related to the Company’s business operations.

8.2	The President and CEO undertakes to sign all necessary transfer documents and any other documents required in order to secure the Company’s interests set forth in section 8.1.

8.3	Compensation for the assignment of industrial rights and copyrights is included in the salary of the President and CEO provided for in section 3 above.

9.	NON-COMPETE AND NON-SOLICITATION CLAUSE

9.1

During the period of validity of this Agreement and for twelve (12) months after its expiration, the President and CEO may not, directly or indirectly, without the prior written consent of the Company’s Board of Directors, take part in, be in an employment relationship or a commission relationship with, or have any part in any business or other operation that competes or could compete with the business operations engaged in by the Company.

9.2	During his position as the President and CEO and for twelve (12) months thereafter, the President and CEO does not have a right to

solicit or attempt to solicit the Company’s other employees to resign from their positions in the Company, or

II.

solicit or attempt to solicit a client of the Company to transfer their client relationship relating to a product or assignment to a competing company.

9.3

If the President and CEO breaches these terms during the period of validity of the non-compete and non-solicitation clause, the President and CEO shall be liable to pay for each such breach an amount equalling the President and CEO’s salary of twelve (12) months as liquidated damages to the Company immediately upon request. Monthly salary as referred to in this section shall mean the President and CEO’s monthly salary at the time of being terminated without the benefits in kind set forth in section 3.2. This amount of liquidated damages may not be construed as the maximum amount of damages, and it shall not prevent the Company from seeking other compensation through legal proceedings.

10.

TERM AND TERMINATION

10.1	This Agreement enters into force at the moment of signing and will be in force until further notice. The President and CEO may terminate the Agreement with a period of notice of three (3) months. The Company may terminate the Agreement with a period of notice of six (6) months.

10.2

If the Company terminates this Agreement or lays off the President and CEO for a reason not attributable to the President and CEO, the Company is obligated to pay a sum equalling twelve (12) months salary to the President and CEO immediately as a one-off severance pay. Monthly salary as referred to in this section shall mean the President and CEO’s monthly salary at the time of being terminated including the benefits in kind.

10.3

The Company may at any time, without any period of notice, reassign the President and CEO from his position as the president and CEO back to his former employment relationship as the Vice President of R&D without this having any effect on the salary and benefits in kind. Otherwise the employment relationship shall be subject to the terms applied under his employment agreement

concerning his position as Vice President of R&D prior to the execution of this Agreement. For the avoidance of doubt, it is stated that in the aforementioned situation severance pay as provided for in section 10.2 shall not be paid.

10.4

The Company may rescind this Agreement immediately without any obligation to pay compensation if the President and CEO commits a serious abuse relating to the Company’s business operations or which has an effect thereon, or if the President and CEO is in material breach of, or fails to comply with, the terms of this Agreement.

11.

DISPUTES

11.1

Any and all disputes arising out of this Agreement that cannot be settled by the parties through negotiations shall be settled by arbitration in accordance with the Arbitration Rules issued by the Arbitration Institute of the Finland Chamber of Commerce. The arbitration shall be held in Helsinki, and the number of arbitrators shall be one.

----oooOOOOOooo----

This agreement has been prepared in two (2) original copies, one for the President and CEO and one for the Company.

Place: TURKU

Date: 25 May 2005

BIOTIE THERAPIES CORP.

/s/ Juha Jouhki

Juha Jouhki, Chairman of the Board of Directors

/s/ Timo Veromaa

Timo Veromaa

Exhibit (e)(11)

AMENDMENT TO MANAGING DIRECTOR AGREEMENT

By this Amendment Biotie Therapies Corp. (the “Company”) and its Managing Director Timo Veromaa (the “Managing Director”) agree on certain amendments to the Managing Director Agreement signed on 25 May 2005.

This Amendment to the Managing Director Agreement enters into force with effect from the closing of the share transfer with elbion GmbH and shall be of unlimited duration.

1.	REMUNERATION

It is agreed that the Managing Director shall be entitled to a gross annual income amounting to two hundred thousand euro (EUR 200,000) including the salary payable to the Managing Director deducted by Finnish taxation value for the fringe benefits of the Managing Director under the Managing Director Agreement and annually payable voluntary pension fund contributions. Mandatory social costs payable on the gross salary shall not be deducted. The annual salary shall be payable to the Managing Director in twelve equal instalments taking into account holiday pay (monthly salary = annual salary / 12.6). In year 2008 and when the service relationship ends in the course of a calendar year, the remuneration will be paid proportionately. The remuneration of the Managing Director is reviewed annually and approved by the Chairman of the Board.

The Managing Director shall in addition to the remuneration above be entitled to the incentive package from July 2008 in accordance with its terms and conditions.

2.	TERMINATION

As an amendment to Section 10.1 of the Managing Director Agreement the Managing Director Agreement may be terminated by the Company observing six months’ notice and by the Managing Director observing three months’ notice, in the case of the Managing Director to take effect to the end of a calendar month but not before 31 December 2010 and in case of the Company to take effect to the end of a calendar month but not before 31 December 2009. As a clarification to Section 10.2 of the Managing Director Agreement in case the Company terminates the Managing Director Agreement without a reason due to the Managing Director the Managing Director is paid a one time severance compensation corresponding to the sum of 12 months cash salary and taxation value of fringe benefits. One time severance compensation is payable on the last day of employment.

As an amendment to Section 10.3 of the Managing Director Agreement the Company shall at any time have the right to relieve the Managing Director from his duties as Managing Director and to move him to another director position in an employment relationship on the same terms and conditions of employment. Should the Company exercise its right to move the Managing Director to an employment relationship, the severance pay under Section 10.2 of the Managing Director Agreement shall not be payable at the end of the employment.

3.	GOVERNING LAW

This Amendment shall be governed by the laws of Finland.

4.	ARBITRATION

Disputes that may arise out of this Amendment shall, if the parties fail to reach an agreement by negotiation, be finally settled by arbitration in accordance with the Arbitration Rules of the Finnish Central Chamber of Commerce. The arbitration shall be held in Helsinki by one (1) arbitrator and the arbitral proceedings shall be conducted in the English language.

other provisions

Helsinki, 12 November 2008

BIOTIE THERAPIES CORP.


/s/ Juha Jouhki				/s/ Timo Veromaa
Juna Jouhki				Timo Veromaa

Exhibit (e)(12)

PRIVATE & CONFIDENTIAL

DATED: 2 January 2013

DAVID COOK

and

BIOTIE THERAPIES CORP.

EXECUTIVE SERVICE AGREEMENT



1. Appointment			1

2. Duration of the Employment			1

3. Scope of the Employment			3

4. Hours and place of work			5

5. Obligations of the Executive			5

6. Remuneration			6

7. Benefits and Share Options			6

8. Expenses			8

9. Holiday			8

10. Pension, life and other insurance arrangements			8

11. Taxes and social security contributions			9

12. Incapacity			9

13. Termination with immediate effect			10

14. Amalgamation / Reconstruction			11

15. Offices and Return of Company Property			12

16. Confidentiality and Inventions			12

17. Non-competition and non-solicitation obligations			14

18. Notice			17

19. Former Service Agreements			17

20. General			17

21. Interpretation			19

22. Choice of Law and submission to jurisdiction			20

THIS AGREEMENT is made on:

BETWEEN:

(1)	BIOTIE THERAPIES CORP. Business-ID number 1475830-6, a public limited company registered and organised under the laws of Finland, having its registered office at the premises of Tykistökatu 6 A 20520 Turku, Finland (the “Company”); and

(2)	DAVID COOK of The Old Mill, Nether Winchendon, Buckinghamshire, HP18 0DY, United Kingdom

WHEREAS the Nomination and Remuneration Committee of the Board of Directors of the Company (the “Board”) has approved the terms of this Agreement under which the Executive is to be employed (the “Employment”).

IT IS AGREED as follows:

1.	Appointment

1.1.	The Company shall employ the Executive and the Executive shall serve the Company as Chief Financial Officer (or such other role as the Board and/or the President and CEO may from time to time determine which is reasonably commensurate with the Executive’s skills and experience)

1.2.	The Executive shall report to the President and CEO of the Company, or such other senior employee of the Company as the CEO may appoint.

2.	Duration of the Employment

2.1.

The Employment shall commence on 25 February 2013 conditional upon the Executive’s providing the Company with such documents as it reasonably requires to establish his/her right to work lawfully in the United Kingdom. Subject to clauses 2.3 and 13 below the Employment shall continue unless or until terminated by either party giving to the other notice in accordance with clause 2.2 below.

2.2.	Subject to clause 13, the Employment may be terminated by the Company giving the Executive six months’ prior written notice and by the Executive giving the Company three months’ prior notice in writing.

2.3.

Subject to clause 13, the Company may choose to terminate the Employment at any time and to make the Executive a payment of basic salary (and the value of all benefits, or the continuation thereof) in lieu of any outstanding period of notice. Such payment will be paid net of tax, employee national insurance contributions and any other deductions required by law.

2.4.

In the event that the Company terminates the Employment for reasons of redundancy the Company will, in addition to any payment due to the Executive under clause 2.3 and any entitlement the Executive may have to statutory or company redundancy pay, pay to the Executive a sum equivalent to three months’ salary at the date of termination of employment (the “Termination Date”), such payment to be made within one month of the Termination Date, and subject to such deductions as may be required by law. This payment is conditional on the Executive first signing a Compromise Agreement (or other type of Settlement Agreement) in such form as the Company may specify

2.5.

At any time during any period of notice of termination served in accordance hereunder (whether given by the Company or the Executive), the Company shall have the right at its absolute discretion to assign no duties, reduced duties or alternative duties to the Executive, regardless of whether such duties are commensurate with the Executive’s seniority and status within the Company, and shall be entitled to require the Executive to act at the direction of the Company including the right to exclude him/her from its premises and those of any other Group Company and/or prevent the Executive from discussing the Company’s affairs with the employees, agents, clients or customers of the Company or any Group Company. If the Company exercises its rights under this clause, the Executive’s entitlement to salary and any other contractual benefits he/she is receiving at the time shall continue. If the Company is not providing the

Executive with benefits, but rather an allowance towards the cost of purchasing benefits, then such allowance shall continue to be paid during the notice period. For the avoidance of doubt, at all times during any period of notice of termination served in accordance hereunder (whether given by the Company or the Executive), the Executive shall continue to be bound by his/her obligations of loyalty and good faith, and may be not be employed or engaged by any other company, firm or business, or trade on his/her own account, without the Company’s written consent. During the “garden leave” period, the Executive will, at the Company’s request, resign from any and all offices held by him/her in the Company, or any Group Company or as nominee on their behalf and shall cease to attend board meetings.

2.6.	The Executive’s period of continuous employment shall begin on 25 February 2013. No employment with a previous employer counts towards the Executive’s period of continuous employment.

2.7.	The Executive represents and warrants that he/she is not bound by or subject to any court order, agreement, arrangement or undertaking which in any way restricts or prohibits him/her from entering into this Agreement or from performing his/her duties under it.

3.	Scope of the Employment

3.1.	The Executive shall be employed as Chief Financial Officer of the Company in which position he/she shall:

(a)

devote the whole of his/her working time, attention and skill to his/her duties except during holidays and periods of absence due to ill health;

(b)

faithfully and diligently perform such duties and exercise such powers consistent with his/her position as may from time to time be assigned to or vested in him/her by the Board or by the President & CEO of the Company or otherwise required of him/her by virtue of the code of best practice regarding corporate governance appended to the Finnish

Companies Act or the applicable stock exchange regulations. For the avoidance of doubt and unless otherwise expressly agreed in writing, the Executive shall not have power to conclude contracts on behalf of the Company;

(c)

comply with the reasonable and lawful directions of the President & CEO;

(d)

not at any time during the Employment engage in any activities which are or may be harmful to the interests of the Company, financial or otherwise.

3.2.	The Executive shall if and so long as the Company requires (and without any further remuneration than that specified in this Agreement):

(a)

carry out the duties of his/her position on behalf of any Group Company;

(b)

act as an officer of any Group Company.

The Executive consents to the Company processing both personal data and sensitive personal data (the latter includes data relating to the Executive’s physical or mental health or any criminal convictions), for all purposes relating to the Executive’s employment In particular the Executive agrees that the Company can hold and process personal and sensitive personal data to pay and review his/her remuneration, provide and administer any benefits extended to the Executive during the Employment, provide information to HM Revenue & Customs, (or other taxation authorities), the police, other regulatory bodies, the Company’s legal advisers, external payroll or benefit providers and potential purchasers of the Company or any business area in which the Executive works, administer and maintain personnel records (including sickness and other absence records), carry out performance reviews, give references to future employers, provide management with information to be used for such matters as budgeting and other staff planning purposes, and transfer personal and sensitive personal data concerning The Executive to other Group Companies which may be located in a country outside the EEA.

4.	Hours and place of work

4.1.

The Executive shall except during holidays and periods of absence due to ill health, work during the normal business hours of the Company, which are 9.00am to 5.30pm Monday to Friday and shall work such further hours, without additional remuneration, as are reasonably necessary for the proper and efficient performance of his/her duties. The Executive agrees that the limit on average weekly working time set out in Regulation 4(1) of the Working Time Regulations 1998 will not apply to him/her, although the Executive may withdraw this consent on giving the Company three months prior written notice.

4.2.

The Executive will initially work from his/her home office although he/she agrees that if the Company establishes an office within a radius of 50 miles from his home, the Company may require him to change his place of work to such office, or any other office of the Company within the same radius. In addition, the Executive will comply with all reasonable requests to travel on the business of the Company or any Group Company anywhere in the world on reasonable notice. Unless otherwise agreed in writing, the Executive shall not hold business meetings at his/her home or represent to third parties that his/her home is the Company’s office in the UK.

5.	Obligations of the Executive

5.1.

Without prejudice to clause 3.1(a) the Executive shall not, without the prior written consent of the President and CEO, during the Employment hereunder, engage or be concerned or interested directly or indirectly in any other business or investment competing with the Company or which is likely to give rise to a conflict of interest with his/her duties for the Company or which otherwise interferes with the efficient performance of those duties. For the avoidance of doubt, if the Executive wishes to accept a non-executive directorship of any company he shall first seek the consent of the President and CEO. Consent would not be given for directorships in any competing company, which give rise to any conflict of interest with the Executive’s duties for the Company and/or which

interfere with the efficient performance of the Executive’s duties but otherwise consent will not be unreasonably refused.

6.	Remuneration

6.1.

The Company shall pay to the Executive a salary of GBP 200,000 per year, payable on or about the Company’s normal payroll day each month. The salary shall be reviewed on an annual basis on or about the anniversary of the commencement date of the Employment. Such review is at the Company’s discretion and salary rises are not guaranteed and are likewise discretionary.

6.2.	The remuneration specified above shall be deemed to accrue from day to day.

6.3.

The Company will pay the Executive a bonus of such amount and at such intervals as the Company may in its absolute discretion determine, taking into account specific performance targets to be agreed between the Executive and the Company from time to time. Without offering any guarantee or promise as to the level of bonus, historically where targets have been achieved by members of the management team and subject to the Company’s overall financial performance, bonuses have been in the region of 80% of base salary and are subject to income tax and employee national insurance contributions.

6.4.

The Company may deduct from the Executive’s wages, (including Company Sick Pay) any sums owing from the Executive to the Company; any overpayment of salary or expenses or payment made to the Executive by mistake or through misrepresentation, any other sums required to be deducted by law (such as income tax and employee national insurance), sums authorised to be deducted by Section 13 of the Employment Rights Act 1996 and at the end of each holiday year, an amount in respect of salary paid during holiday taken in excess of the Executive’s entitlement.

7.	Benefits and Share Options

7.1.	For the duration of the Executive’s employment, the Company shall pay the Executive the sum of £12,000 per annum, in equal monthly instalments, less

income tax and employee national insurance, to enable the Executive to purchase private medical insurance, life insurance and permanent health insurance with a provider of his choosing. In the event that the Company introduces one or more of the following UK applicable plans, namely (a) a private medical insurance plan, (b) a life insurance plan, which pays the Executive’s dependents a sum equal to four times the Executive’s salary if the Executive dies during the term of the Employment, and (c) a permanent health insurance plan, offering 50% of salary if the Executive qualifies for payments under the plan less any applicable deductions, the Company may invite the Executive to participate in the relevant plan or plans. The Company may on the later of (a) the date the invitation is accepted, if entry to the Company plan is immediate, or (b) if the Executive accepts the invitation, the date any conditions to participation in the relevant company plan have been completed, (the Executive agreeing to use reasonable expedition to achieve conditions dependent on his own input), stop paying the entire allowance if all three plans are introduced, or may deduct from the allowance such amount as the Executive had been paying for the relevant benefit(s) which the Company is seeking to replace. The Executive’s participation in the said Company plans would be subject to the rules of the plans as amended from time to time. For the avoidance of doubt, the Executive is under no obligation to accept the Company’s invitation to join any Company plan, and may continue to draw the allowance.

7.2.

The Company shall provide the Executive with all equipment necessary to perform his/her duties, including a smart mobile phone, laptop computer, letter quality printer/scanner and broad-band connection. The Company shall pay all expenses relating to this equipment, or at its option, reimburse the Executive for the cost following production by the Executive of supporting receipts and vouchers.

7.3.	On the date the Executive signs this Agreement, he will be granted 200,000 options pursuant to the Company’s European Option Program 2011B. For 2013 he will be eligible for up to a maximum of 400,000 options pursuant to the

Company’s European Option Program 2011C. Any options granted are subject to the rules of the relevant stock option plan and the terms of the grant, including the rules on vesting and the achievement of performance conditions.

8.	Expenses

8.1.	The Company shall reimburse the Executive in respect of all expenses reasonably incurred by him/her in the proper performance of his/her duties, in accordance with the rules of Company policy in force from time to time.

9.	Holiday

9.1.

In addition to English public holidays, the Executive shall be entitled to 25 days paid annual leave in each calendar year. This holiday entitlement shall be calculated on a pro rata basis in the calendar year in which the Employment starts or finishes. Annual leave shall be taken at such time or times as may be agreed between the Executive and the President and CEO.

10.

Pension, life and other insurance arrangements

10.1.

During the Employment, the Company shall make employer pension contributions in a sum equal to 8% of the Executive’s monthly basic salary, in equal monthly instalments, to a private pension plan nominated by the Executive, subject to the terms of the plan as amended from time to time.

10.2.

During the Employment the Company shall maintain in respect and for the benefit of the Executive and shall pay contributions in respect of personal travel and accident insurance cover at levels reasonably considered appropriate by the President and CEO. During the Employment the Executive shall be entitled to be covered by a policy of directors’ and officers’ liability insurance on terms no less favourable than those in place from time to time for other members of the management team.

11.

Taxes and social security contributions

11.1.

The Company has a payroll provider in the UK which has been instructed to make appropriate payroll deductions from the Executive’s pay as required by law.

12.

Incapacity

12.1.

If the Executive shall be prevented by ill health, accident or other incapacity from properly performing his/her duties hereunder he/she shall notify the Company’s HR Department as early as possible and in any event by 9.00am UK time on the first working day of absence and shall furnish the HR Department with evidence satisfactory to it of such incapacity. If requested, such evidence will be in the form of a doctor’s certificate covering any period of absence in excess of 7 days. The Executive shall agree, if requested to a medical examination to be undertaken by the Company’s medical advisor and paid for by the Company.

Subject thereto the Company shall pay to the Executive his/her full salary hereunder (“Company Sick Pay”) in respect of the first thirty working days of his/her incapacity in any rolling period of 12 months, provided that whilst the Executive is entitled to be paid his/her full salary there shall be deducted there from any amounts receivable by the Executive under the provisions of the relevant social security legislation in force from time to time or by virtue of any sickness and/or accident benefit and/or medical health scheme operated or funded for the Executive’s benefit by or on behalf of the Company except insofar as any such amounts represent reimbursement of medical or nursing fees or expenses incurred by the Executive and the amount of any social security or sickness benefits to which the Executive may be entitled and the Executive shall make due claims for all amounts to which he/she is or may be entitled under the provisions of any of the said legislation, enactments or insurance schemes. Any Company Sick Pay thereafter shall be at the absolute discretion of the Company. Company Sick Pay includes any statutory sick pay to which the Executive may be entitled under the then prevailing rules of the statutory sick pay scheme.

12.2.

If the Executive’s absence should be occasioned by the actionable negligence of a third party in respect of which damages are recoverable, then the Executive shall:

(a)

notify the Company immediately of all the relevant circumstances and of any claim, compromise, settlement or judgment made or awarded in connection with it;

(b)

give to the Company such information concerning the above matters as the Company may reasonably require; and

(c)

if the Company so requires, refund to the Company any amount received by him/her from any such third party provided that the refund shall be no more than the amount which he/she has recovered in respect of remuneration.

13.

Termination with immediate effect

13.1.

The Company may terminate the Agreement with immediate effect and without payment in lieu of notice if the Executive:-

(a)

is guilty of gross misconduct. Gross misconduct includes but is not limited to any act of dishonesty committed in relation to the Executive’s duties, including the submission of false expenses claims; the wilful misuse or disclosure of the Company’s or any Group Company’s confidential information or other intellectual property; attempts to solicit the business of the Company’s or any Group Company’s customers for the purposes of a competing business; attempts to encourage employees to leave the Company or any Group Company; engaging in any form of sexual, racial or other harassment at work; attending work under the influence of alcohol or controlled drugs, or consuming or supplying controlled drugs and other illegal substances whilst at work; offering, promising or agreeing to make or receive any kind of bribe; or downloading pornographic or other offensive materials at work or onto equipment owned by the Company or any Group Company; or

(b)

is in the reasonable view of the Board guilty of gross negligence; or

(c)

acts in a way which in the view of the Board brings the Executive, the Company or any Group Company into disrepute, whether or not such act is directly related to the affairs of the Company or any Group Company; or

(d)

violates any share dealing rules in any Company policy on share dealing and/or enters into any transaction which contravenes the insider dealing provisions contained in the Criminal Justice Act 1993 or any other statutory provisions; or

(e)

becomes bankrupt, has an interim order made against him/her under the Insolvency Act 1986, or makes any composition or enters into any deed of arrangement with his/her creditors or the equivalent of any of these under any other jurisdiction; or

(f)

is convicted of a criminal offence (other than one carrying only a non custodial sentence or a driving offence).

13.2.

The Company may suspend the Executive on full pay pending the outcome of a disciplinary investigation or for health reasons. Whilst on suspension the Company may impose the same conditions as apply to employees on garden leave pursuant to clause 2.5.

14.

Amalgamation / Reconstruction

14.1.

In the event of the Company going into voluntary liquidation for the purpose of amalgamation or reconstruction, the Executive shall not by reason thereof or by reason of any termination of his/her employment hereunder arising or resulting there from have any claim for damages or otherwise for termination of his/her employment hereunder so long as the Executive shall be offered employment on terms no less favourable and in a position of similar status and responsibilities

than those contained in this Agreement by any company succeeding to the whole or any part of the business or undertaking of the Company.

15.

Offices and Return of Company Property

(a)

upon the request of the Company, (including in the circumstances set out in clause 2.5 above), the Executive shall immediately resign from any directorships offices or appointments held by him/her in the Company or any Group Company and the Executive irrevocably authorises the Company in his/her name and on his/her behalf to execute all documents and do all things necessary to effect the resignations referred to in this sub-clause (a) in the event of his failure to do so; and

(b)

upon the request of the Company and in any event upon the termination of the Executive’s Employment, the Executive shall immediately deliver up to the Company all correspondence, documents, (including price lists, customer contracts, tenders and lists of customers and Potential Customers), specifications, papers and property belonging to the Company or any Group Company which may be in the Executive’s possession or under his/her control (including such as may have been made or prepared by or have come into the possession or under the control of the Executive and relate in any way to the business or affairs of the Company or any Group Company or of any supplier, agent, distributor or customer of any such company) and the Executive shall not without the written consent of the President & CEO retain any copies thereof.

16.

Confidentiality and Inventions

16.1.

The Executive shall neither during the Employment (except in the proper performance of his/her duties or with the express written consent of the President and CEO), nor at any time (without limit) after the termination of the Employment, except in compliance with an order of a competent court, or as required by law:

(a)

divulge or communicate to any person, company business entity or other organisation;

(b)

use for his/her own purposes or for any purposes other than those of the Company or any Group Company; or

(c)

through any failure to exercise due care and diligence, permit or cause any unauthorised disclosure of any Confidential Information.

These restrictions shall cease to apply to any information which shall become available to the public generally otherwise than through any breach by the Executive of the provisions of this Agreement or other default of the Executive. Further nothing in this Agreement shall prevent the Executive from making a “protected disclosure” under the Public Interest Disclosure Act 1998.

16.2.

The parties foresee that the Executive may make inventions or create other Intellectual Property in the course of his/her duties and agree that in this respect the Executive has a special responsibility to further the interests of the Company and any Group Company.

16.3.

Any invention, improvement, design, process, information, copyright work, computer program, trade mark, trade name or get-up, work or other output made, created or discovered by the Executive during the Employment (whether capable of being patented or registered or not and whether or not made or discovered in the course of the Employment) in conjunction with or in any way affecting or relating to the business of the Company or of any Group Company or capable of being used or adapted for use in or in connection with such business, together with all Intellectual Property subsisting therein, (collectively “Intellectual Property Rights”) shall be disclosed immediately to the Company and shall belong to and be the absolute property of the Company or such Group Company as the Company may direct, Save as otherwise provided by mandatory provisions of applicable law, the Executive hereby assigns to the Company with full title guarantee and by way of present assignment of future rights, all such copyright,

database rights, design rights (and any other Intellectual Property capable of assignment by way of present assignment of future rights) which may fall within the definition of the Intellectual Property Rights absolutely for the full term of those rights.

16.4.

If and whenever required so to do by the Company the Executive shall at the expense of the Company or such Group Company as the Company may direct:

(a)

apply or join with the Company or such Group Company in applying for patent or other protection or registration in Finland, the United Kingdom and in any other part of the world for any Intellectual Property Rights; and

(b)

execute all instruments and do all things necessary for vesting all Intellectual Property Rights (including such patent or other protection or registration when so obtained) and all right, tide and interest to and in them absolutely, with full title guarantee and as sole beneficial owner, in the Company or such Group Company or in such other person as the Company may specify.

16.5.

The Executive irrevocably and unconditionally waives all rights in connection with his/her authorship of any existing or future copyright work in the course of the Employment, in whatever part of the world such rights may be enforceable, save as otherwise provided by mandatory provisions of applicable law.

16.6.

The Executive irrevocably appoints the Company to be his/her Attorney in his name and on his/her behalf to execute any such instrument or do any such thing and generally to use his/her name for the purpose of giving to the Company the full benefits of this clause, save as otherwise provided by mandatory provision of applicable law.

17.

Non-competition and non-solicitation obligations

17.1.

During the six month period immediately following the termination of the Employment, (less any period the Executive is excluded from the premises of the

Company pursuant to clause 2.5), the Executive shall not, without the prior written consent of the President and CEO, whether alone or jointly with or as principal, partner, agent, director, employee or assistant of or adviser, consultant or contractor to any other person, firm or corporation directly or indirectly in competition with any of the businesses or activities of the Company of any Group Company:

(a)

solicit away or seek to solicit away from the Company, (or any Group Company with which the Executive was involved in the last 12 months of the Employment), the services of any person, firm or company who or which at any time during the last twelve months of the Employment shall have been a supplier, agent or distributor of the Company or any Group

(b)

Company and with whom in each case, the Executive has had business dealings during the twelve months immediately preceding the termination of the Employment; or

(c)

solicit away, or seek to solicit away from the Company, (or any Group Company with which the Executive was involved in the last 12 months of the Employment), the business of, or have business dealings with, any customer or Potential Customer of the Company or such Group Company, with whom in each case, the Executive had business dealings in the last 12 months of the Employ went, or about whom the Executive is possessed of confidential information as at the date the Employment terminates;

(d)

solicit or induce or endeavour to solicit or induce any person, who on the date of termination of the Employment was a consultant, director, sales representative, manager, or any other senior employee of the Company or any Group Company with whom the Executive had dealings during the 12 months immediately preceding the date of termination of the Employment, to cease working for or providing services to the Company or such Group Company, whether or not any such person would thereby commit a breach of contract;

(e)

employ or engage or offer to employ or engage any person, who on the date of termination of the Employment was a consultant, director, sales representative, manager, or any other senior employee of the Company or any Group Company with whom the Executive had dealings during the 12 months immediately preceding the date of termination of the Employment, whether or not any such person would thereby commit a breach of contract.

17.2.

For the avoidance of doubt, none of the restrictions contained in clause 17.1 shall prohibit any activities by the Executive which are not in direct or indirect competition with any business being carried on by the Company or any Group Company at the termination of the Employment.

17.3.

Nothing in clause 17.1 shall preclude the Executive from holding (directly or through nominees) investments listed on Stock Exchanges as long as he/she does not hold more than 5 per cent of the issued shares or other securities of any class of any one company.

17.4.

At no time after the termination of the Employment shall the Executive directly or indirectly represent himself/herself as being interested in or employed by or in any way connected with the Company or any Group Company, other than as a former employee of the Company.

17.5.

The Executive agrees that, having regard to all the circumstances, the restrictions contained in this clause are reasonable and necessary for the protection of the Company or of any Group Company and that they do not bear harshly upon him/her and the parties agreed that:

(a)

each restriction shall be read and construed independently of the other restrictions so that if one or more are found to be void or unenforceable as an unreasonable restraint of trade or for any reason the remaining restrictions shall not be affected; and

(b)

if any restriction is found to be void but would be valid and enforceable if some part of it were deleted, that restriction shall apply with such deletion as may be necessary to make it valid and enforceable.

18.

Notice

18.1.

Any notice shall be duly served hereunder if in the case of service on the Company, it is handed to a Director of the Company or sent by recorded post to the Company at its registered office for the time being and if, in the case of service on the Executive, it is handed to him/her or sent by recorded post to him/her at his home address specified in this Agreement or such other address as he/she may notify to the Company under this clause.

19.

Former Service Agreements

19.1.

This Agreement shall be in substitution for any previous letters of appointment, agreements or arrangements (whether written, oral, express or implied) between the Company and the Executive and for any terms of employment previously in force between the Company and the Executive. The Executive acknowledges that he/she is not entering into this Agreement in reliance on any representation which is not expressly incorporated in this Agreement.

19.2.

The Executive acknowledges that he/she has no outstanding claims of any kind against the Company or any Group Company

20.

General

20.1.

The expiration or termination of this Agreement shall not prejudice any claim which either party may have against the other in respect of any pre-existing breach of or contravention of or non-compliance with any provision of this Agreement nor shall it prejudice the coming into force or the continuance in force of any provision of this Agreement which is expressly or by implication intended to or has the effect of coming into or continuing in force on or after such expiration or termination.

20.2.

This Agreement constitutes the written statement of the terms of employment of the Executive.

20.3.

A person who is not a party to this Agreement has no right to enforce any term of this Agreement but this does not affect any right or remedy of a third party which otherwise exists or is available to it.

20.4.

There are no collective agreements in force which affect the Employment.

20.5.

The Company has yet to implement a formal disciplinary or grievance procedure. As a matter of policy, if the Executive has any grievance relating to his/her employment, he/she should first notify the person to whom he/she reports in writing, who will then handle the matter, or delegate another senior manager to do so. If the Executive is dissatisfied with any disciplinary decision taken about him/her, he/she may appeal to Board of the Company which will delegate one or more of its members to hear the matter. This procedure is non-contractual and may be amended from time to time in the Company’s discretion.

20.6.

All communications, whether by telephone, email, fax, or any other means, which are transmitted, undertaken or received using Company property or on Company premises will be treated by the Company as work related and are subject to occasional interception, recording and monitoring without further notice. The Executive should not regard any such communications as private. Interception, recording and monitoring of communications is intended to protect the Company’s business interests, for example but without limitation, for the purposes of quality control, security of communication and IT systems, record-keeping and evidential requirements, detection and prevention of criminal activity or misconduct and to assist the Company to comply with relevant legal requirements. Monitoring may also be required if the Executive is absent from work, so that his work can be properly attended to. Such interception, recording and monitoring will not be undertaken for prurient interest. Intercepted communications may be used as evidence in disciplinary or legal proceedings, including in any such action against the Executive. By transmitting, undertaking

or receiving communication using Company property or on Company premises, the Executive consents to the above terms.

21.

Interpretation

21.1.

The headings to the clauses are for convenience only and have no legal effect.

21.2.

In this Agreement:

“Confidential Information” includes but is not limited to the following in relation to the Company and/or any Group Company: details of suppliers and their terms of business, details of customers and their requirements, the prices charged to and terms of business with customers, marketing plans and sales forecasts, financial information, results and forecasts (save to the extent that these are included in published audited accounts), any proposals relating to the acquisition or disposal of a company or business or any part thereof within the Group, or by the Company or any Group Company, or to any proposed expansion or contraction of the activities of any company within the Group, details of employees and officers and of the remuneration and other benefits paid to them, trade secrets information relating to research activities, inventions, secret processes, designs, formulae and product lines, any information which is treated as confidential or which the Executive is told or ought reasonably to know is confidential and any information which has been given to the Company or any Group Company in confidence by customers, suppliers or other persons.

“Group” shall mean the Company and the Group Companies.

“Group Company” shall mean any subsidiary (including without limitation Biotie Therapies GmbH) for the time being of the Company.

AND references to “Company” shall where not inconsistent with the context include a reference to any relevant Group Company.

“Potential Customer” shall mean any person (whether an individual, company, firm or other business or organisation) with whom the Company or any Group Company is in negotiations, or to whom the Company or any Group Company has submitted a tender or

proposal for the supply of the Company’s or any Group Company’s products and services. It shall not include any such person, who, without direct or indirect solicitation on the part of the Executive, has notified the Company or relevant Group Company that it does not wish to transact business with the Company or relevant Group Company.

22.

Choice of Law and submission to jurisdiction

22.1.

This Agreement shall be governed by and interpreted in accordance with English law.

22.2.

This Agreement may be enforced by the Executive or by the Company in any court of competent jurisdiction.


ON BEHALF OF THE COMPANY
Signed as a deed and delivered by the		)
Company acting by		)

/s/ Timo Veromaa

Timo Veromaa

PRESIDENT & CEO


BY THE EXECUTIVE
Signed as a deed and delivered by the		)
Executive in the presence of:		)

/s/ David Cook

DAVID COOK

EXECUTIVE

Witness

Signature Wanda Frances

Name /s/ Wanda Frances

Address 216 Woluerton Blakelands MK14 5AB

Exhibit (e)(13)

December 27, 2013

Mehdi Paborji, Ph.D.

10351 Byrne. Avenue

Cupertino, CA 95014

Dear Mehdi:

We are pleased to offer you employment with Biotie Therapies., Inc. (the “Company”) as our Chief Operating Officer under the terms set forth herein. If you accept this offer, we would like you to start no later than 6^th of January 2014.

You will serve as Chief Operating Officer, reporting to the Chief Executive Officer. You will also serve as Managing Director of your work site. You shall perform your services at the Company’s headquarters; provided, however, that the Company may from time to time require you to travel to other locations in connection with your duties. You will be expected to adhere to the general employment policies and practices of the Company that may be in effect from time to time, except that when the terms of this Agreement conflict with the Company’s general employment policies or practices, this Agreement will control. The Company may change your position, duties, work location and compensation from time to time in its discretion, subject to the terms and conditions set forth herein.

The Company shall pay you a base salary of $325,000 per year, less deductions and withholdings, payable in accordance with Company policy. In addition, you will be eligible to receive an annual discretionary bonus of up to eighty percent (80%) of your base salary. Whether you receive such a bonus, and the amount of any such bonus, shall be determined by the Board of Directors (the “Board”) in its sole discretion, and shall be based upon achievement of performance objectives to be mutually agreed upon between you and the Board and other criteria to be determined by the Board. Any bonus shall be paid within thirty (30) days after the Board’s determination that a bonus shall be awarded. To be eligible for a bonus, you must be employed the entire calendar year. If your employment is terminated (other than terminated “without cause”) either by you or the Company for any reason prior to the bonus being paid, you will not have earned the bonus and no partial or prorated bonus will be paid. If you are terminated “without cause”, and have completed a calendar year of employment, but before the bonus is paid. your bonus will be part of your severance package.

You will be paid a one-time sign-on bonus of $20,000. This amount will be paid within the first thirty (30) days of your employment and will be subject to payroll deductions and all required withholdings. This amount is subject to repayment by you to the Company if you resign your employment for any reason (other than “without cause”) before one year of employment. If that occurs, you will be required to repay the Company for the entire amount of the sign-on bonus. If you are terminated “without cause” within the first year of employment, you will not need to repay the sign-on bonus upon your departure.

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The Company has historically had equity plans to provide a long-term incentive to employees. You will be eligible for equity grants under such plans, provided that all equity grants are subject to Board approval. You will also be eligible for the Company’s standard benefits, subject to the terms and conditions of the applicable plans.

Your employment with Company will be “at-will.” This means that either you or Company may terminate your employment at any time, with or without Cause (as defined below) or advance notice. Notwithstanding this at-will employment relationship, if at tiny time the Company terminates your employment without Cause, and other than as a result of your death or disability, and provided such termination constitutes a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h)), then you shall be entitled to receive severance in the form of salary continuation and monthly COBRA premiums for six (6) months. These severance payments are conditional upon you continuing to comply with your obligations under your Confidential Information and Inventions Assignment Agreement, and your delivering to the Company an effective general release of claims in favor of the Company in a form acceptable to the Company within 60 days following your termination date. The salary continuation will be paid in equal installments on the Company’s regular payroll schedule and will be subject to applicable tax withholdings; provided, however, that no payments will be made prior to the 60th day following your separation from service. On the 60th day following your separation from service, the Company will pay you in a lump sum the salary continuation that you would have received^- on or prior to such date under the original schedule but for the delay while waiting for the 60th day, with the balance of the payments being paid as originally scheduled.

If, at any time, the Company terminates your employment for Cause, or you resign, or if either party terminates your employment as a result of your death or disability, you will receive your base salary accrued through your last day of employment, as well as any unused vacation (if applicable) accrued through your last day of employment, but will not be eligible for any severance benefits.

For purposes of this Agreement, “Cause” means the occurrence of any of the following events: (a) your substantial and repeated failure to satisfactorily perform your job duties which in the reasonable good faith determination of the Board demonstrates gross unfitness to serve the Company, such as continued flagrant absences from the Company and demonstrable and substantial lapses of duty; (b) your refusal or failure to follow lawful directions of the Board; (c) your conviction of a felony or a crime involving moral turpitude; (d) your engaging or in any manner participating in any activity which is directly competitive with or injurious to the Company or which violates any material provisions hereof or your Confidential Information and Inventions Agreement with the Company; or (e) your commission of any fraud against the Company, employees, agents, collaborators or customers or use or intentional appropriation for your personal use or benefit of any funds or properties of the Company.

It is intended that all of the severance benefits and other payments payable under this letter satisfy, to the greatest extent possible, the exemptions from the application of Code Section 409A provided under Treasury Regulations 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9), and this letter will be construed to the greatest extent possible as consistent with those provisions. For purposes of Code Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), your right to receive any installment payments

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under this letter (whether severance payments, reimbursements or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times he considered a separate and distinct payment. Notwithstanding any provision to the contrary in this letter, if you are deemed by the Company at the time of your Separation from Service to be a “specified employee” for purposes of Code Section 409A(a)(2)(B)(i), and if any of the payments upon Separation from Service set forth herein and/or under any other agreement with the Company are deemed to be “deferred compensation”, then to the extent delayed commencement of any portion of such payments is required in order to avoid a prohibited distribution under Code Section 409A(a)(2)(B)(i) and the related adverse taxation under Section 409A, such payments shall not be provided to you prior to the earliest of (i) the expiration of the six-month period measured from the date of your separation from service with the Company, (ii) the date of your death or (iii) such earlier date as permitted under Section 409A without the imposition of adverse taxation. Upon the first business day following the expiration of such applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this paragraph shall be paid in a lump sum to you, and any remaining payments due shall be paid as otherwise provided herein or in the applicable agreement. No interest shall be due on any amounts so deferred.

As condition of your employment, you must sign and abide by the Company’s standard form of Confidential Information and Inventions Assignment Agreement, a copy of which is attached hereto as Exhibit A.

To ensure the rapid and economical resolution of disputes that may arise in connection with your employment with the Company, you and the Company agree that any and all disputes, claims, or causes of action, in law or equity, arising from or relating to the enforcement, breach, performance or interpretation of this letter, your employment with the Company, or the termination of your employment, shall be resolved, to the fullest extent permitted by law, by final, binding and confidential arbitration in San Francisco, California by JAMS, Inc. (“JAMS”) or its successor, under JAMS’ then applicable rules and procedures. You acknowledge that by agreeing to this arbitration procedure, both you and the Company waive the right to resolve any such dispute through a trial by jury or judge or administrative proceeding. You will have the right to be represented by legal counsel at any arbitration proceeding. The arbitrator shall: (a) have the authority to compel adequate discovery for the resolution of the dispute and to award such relief as would otherwise be permitted by law; and (b) issue a written statement signed by the arbitrator regarding the disposition of each claim and the relief, if any, awarded as to each claim, the reasons for the award, and the arbitrator’s essential findings and conclusions on which the award is based. The arbitrator shall be authorized to award all relief that you or the Company would be entitled to seek in a court of law. The Company shall pay all JAMS arbitration fees in excess of the administrative fees that you would be required to pay if the dispute were decided in a court of law. Nothing in this Agreement is intended to prevent either you or the Company from obtaining injunctive relief in court to prevent irreparable harm pending the conclusion of any such arbitration.

This agreement shall be construed and interpreted in accordance with California law. This Agreement, including Exhibit A, contains the complete, final and exclusive agreement of the parties relating to its subject matter, and supersedes all prior and contemporaneous oral and written employment agreements or arrangements between you and the Company. This

Page 4

agreement cannot be amended or modified except by a written agreement signed by you and the Company and approved by the Board (except for such terms reserved to the Company’s discretion in this letter). No term, covenant or condition of this Agreement or any breach thereof shall be deemed waived, except with the written consent of the party against whom the wavier is claimed, and any waiver or any such term, covenant, condition or breach shall not be deemed to be a waiver of any preceding or succeeding breach of the same or any other term, covenant, condition or breach. This Agreement may be executed in two counterparts, each of which shall be deemed an original, and all of which together shall contribute one and the same instrument. Facsimile or PDF signatures shall be as effective as original signatures.

You are permitted to serve on the boards of directors of non-competitive entities and/or to provide limited consulting services to non-competitive entities, provided that such services do not conflict with or otherwise interfere with your duties and obligations to the Company. In all cases, you must inform the CEO in writing and in advance of your intent to perform such services and the CEO must approve your performance of such outside services in writing. Please note that such approval can be withdrawn at any time in the CEO’s sole discretion.

This offer is subject to satisfactory proof of your right to work in the United States and satisfactory completion of a Company-required background check.

If you accept employment on the terms described above, please sign and date this letter in the space provided below and return it to me.

We look forward to your favorable reply and to a productive and enjoyable working relationship.

Sincerely,

/s/ Timo Veromaa

Timo Veromaa, M.D., Ph.D.

Agreed and Accepted:

/s/ Mehdi Paborji

MEHDI PABORJI, PH.D.

Dated: 12/27/2013

EXHIBIT A

EMPLOYEE PROPRIETARY INFORMATION

AND INVENTIONS AGREEMENT

In consideration of my employment or continued employment by Biotie Therapies (the “Company”), and the compensation now and hereafter paid to me, I hereby agree as follows:

1.	NONDISCLOSRE

1.1 Recognition of Company’s Rights; Nondisclosure. At all times during my employment and thereafter, I will hold in strictest confidence and will not disclose, use, lecture upon or publish any of the Company’s Proprietary Information (defined below), except as such disclosure, use or publication may be required in connection with my work for the Company, or unless an officer of the Company expressly authorized such in writing. I will obtain the Company’s written approval before publishing or submitting for publication any material (written, verbal, or otherwise) that relates to my work at the Company and/or incorporates any Proprietary Information. I hereby assign to the Company any rights I may have or acquire in such Proprietary Information and recognize that all Proprietary Information shall be the sole property of the Company and its assigns. I have been informed and acknowledge that the unauthorized taking of the Company’s trade secrets could result in a civil liability under California Civil Code Section 3426, and that, if willful, could result in an award for double the amount of the Company’s damages and attorneys’ fees; and is a crime under California Penal Code Section 444(c), punishable by imprisonment for a time not exceeding one (1) year, or by a fine not exceeding five thousand dollars ($5,000), or by both.

1.2 Proprietary Information. The term “Proprietary Information” shall mean any and all confidential and/or proprietary knowledge, data or information of the Company. By way of illustration but not limitation, “Proprietary Information” includes (a) trade secrets, inventions, mask works, ideas, processes, formulas, source and object codes, data, programs, other works of authorship, know-how, improvements, discoveries, developments, designs and techniques (hereinafter collectively referred to as “Inventions”); and (b) information regarding plans for research, development, new products, marketing and selling, business^. plans, budgets and unpublished financial statements, licenses, prices and costs, suppliers and customers; and (c) information regarding the skills and compensation of other employees of the Company.

1.3 Third Party Information. I understand, in addition, that the Company has

received and in the future will receive front third parties confidential or proprietary information (“Third Party Information”) subject to a duty on the Company’s part to maintain the confidentiality of such information and to use it only for certain limited purposes. During the term of my employment and thereafter, I will hold Third Party Information in the strictest confidence and will not disclose to anyone (other than Company personnel who need to know such information in connection with their work for the Company) or use, except in connection with my work for the Company, Third Party Information unless expressly authorized by an officer of the Company in writing.

1.4 No Improper Use of Information of Prior Employers and Others. During my employment by the Company I will not improperly use or disclose any confidential information or trade secrets, if any, of any former employer or any other person to whom I have an obligation of confidentiality, and I will not bring onto the premises of the Company any unpublished documents or any property belonging to any former employer or any other person to whom I have an obligation of confidentiality unless consented to in writing by that former employer or person. I will use in the performance of my duties only information which is generally known and used by persons with training and experience comparable to my own, which is common knowledge in the industry or otherwise legally in the public domain, or which is otherwise provided or developed by the Company.

2.	ASSIGNMENT OF INVENTIONS.

2.1 Proprietary Rights. The term “Proprietary Rights” shall mean all trade secret, patent, copyright, mask work and other intellectual property rights throughout the world.

2.2 Prior Inventions. Inventions, if any. patented or unpatented, which I made prior to the commencement of any employment with the Company are excluded from the scope of this Agreement. To preclude any possible uncertainty, I have set forth on Appendix B (Previous Inventions) attached hereto a complete list of all Inventions that I have, alone or jointly with others, conceived, developed or reduced to practice or caused to be conceived, developed or reduced

to practice prior to the commencement of my employment with the Company, that I consider to be my property or the property of third parties and that I wish to have excluded from the scope of this Agreement (collectively referred to as “Prior Inventions”). If disclosure of any such Prior Invention would cause me to violate any prior confidentiality agreement, I understand that I am not to list such Prior Inventions in Appendix B but am only to disclose a cursory name for each such invention, a listing of the party(ies) to whom it belongs and the fact that full disclosure as to such inventions has not been made for that reason. A space is provided on Appendix B for such purpose. If no such disclosure is attached, I represent that there are no Prior Inventions. If, in the course of my employment with the Company, I incorporate a Prior Invention into a Company product, process or machine, the Company is hereby granted and shall have a nonexclusive, royalty-free, irrevocable, perpetual, worldwide license (with rights to sublicense through multiple tiers of sublicensees) to make, have made, modify, use and sell such Prior Invention. Notwithstanding the foregoing, I agree that I will not incorporate, or permit to be incorporated, Prior Inventions in any Company Inventions without the Company’s prior written consent.

2.3 Assignment of Inventions. Subject to Sections 2.4 and 2.6, I hereby assign and agree to assign in the future (when any such Inventions or Proprietary Rights are first reduced to practice or first fixed in a tangible medium, as applicable) to the Company all my right, title and interest in and to any and all Inventions (and all Proprietary Rights with respect thereto) whether or not patentable or registrable under copyright or similar statutes, made or conceived or reduced to practice or learned by me, either alone or jointly with others, during the period of my employment with the Company. Inventions assigned to the Company, or to a third party as directed by the Company pursuant. to this Section 2, are hereinafter referred to as “Company Inventions.”

2.4 Nonassignable Inventions. This Agreement does not apply to an Invention which qualifies fully as a nonassignable Invention under Section 2870 of the California Labor Code (thereinafter “Section 2870”). I have reviewed the notification on Appendix A (Limited Exclusion Notification) and agree that my signature acknowledges receipt of the notification.

2.5 Obligation to Keep Company Informed. During the period of my employment and for six (6) months after termination of my employment with the Company, I will promptly

disclose to the Company fully and in writing all Inventions authored, conceived or reduced to practice by me, either alone or jointly with others. In addition, I will promptly disclose to the Company all patent applications filed by me or on my behalf within a year after termination of employment. At the time of each such disclosure, I will advise the Company in writing of any Inventions that I believe fully qualify for protection under Section 2870; and I will at that time provide to the Company in writing all evidence necessary to substantiate that belief. The Company will keep in confidence and will not use for any purpose or disclose to third parties without my consent any confidential information disclosed in writing to the Company pursuant to this Agreement relating to Inventions that qualify fully for protection under the provisions of Section 2870. I will preserve the confidentiality of any Invention that does not fully qualify for protection under Section 2870.

2.6 Government or Third Party. I also agree to assign all my right, title and interest in and to any particular Company Invention to a third party, including without limitation the United States, as directed by the Company.

2.7 Works for Hire. I acknowledge that all original works of authorship which are made by me (solely or jointly with others) within the scope of my employment and which are protectable by copyright are “works made for hire,” pursuant to United States Copyright Act (17 U.S.C., Section 101).

2.8 Enforcement of Proprietary Rights. I will assist the Company in every proper way to obtain, and from time to time enforce, United States and foreign Proprietary Rights relating to Company Inventions in any and all countries. To that end I will execute, verify and deliver such documents and perform such other acts (including appearances as a witness) as the Company may reasonably request for use in applying for, obtaining, perfecting, evidencing, sustaining and enforcing such Proprietary Rights and the assignment thereof. In addition, I will execute, verify and deliver assignments of such Proprietary Rights to the Company or its designee. My obligation to assist the Company with respect to Proprietary Rights relating to such Company Inventions in any and all countries shall continue beyond the termination of my employment, but the Company shall compensate me at a reasonable rate after my termination for the time actually spent by me at the Company’s request on such assistance.

In the event the Company is unable for any reason, after reasonable effort, to secure my signature on any document needed in connection with the actions specified in the preceding paragraph, I hereby irrevocably designate and appoint the Company and its

interest, to act for and in my behalf to execute, verify and file any such documents and to do all other lawfully permitted acts to further the purposes of the preceding paragraph with the same legal force and effect as if executed by me. I hereby waive and quitclaim to the Company any and all claims, of any nature whatsoever, which I now or may hereafter have for infringement of any Proprietary Rights assigned hereunder to the Company.

3. Records. I agree to keep and maintain adequate and current records (in the form of notes, sketches, drawings and in any other form that may be required by the Company) of all Proprietary Information developed by me and all Inventions made by me during the period of my employment at the Company, which records shall be available to and remain the sole property of the Company at all times.

4.	ADDITIONAL ACTIVITIES.

I agree that during the period of my employment by the Company I will not, without the Company’s express written consent, engage in any employment or business activity which is competitive with, or would otherwise conflict with, my employment by the Company. I agree further that for the period of my employment by the Company and for one (1) year after the date of termination of my employment by the Company will not, either directly or through others, solicit or attempt to solicit any employee, independent contractor or consultant of the Company to terminate his or her relationship with the Company in order to become an employee) consultant or independent contractor to or for any other person or entity.

5. NO CONFLICTING OBLIGATION. I represent that my performance of all the terms of this Agreement and as an employee of the Company does not and will not breach any agreement to keep in confidence information acquired by me in confidence or in trust prior to my employment by the Company. I have not entered into) and I agree I will not enter into, any agreement either written or oral in conflict herewith.

6. RETURN OF COMPANY DOCUMENTS. When I leave the employ of the Company, I will deliver to the Company any and all drawings, notes, memoranda, specifications, devices, formulas, and documents, together with all copies thereof, and any other material containing or disclosing any Company Inventions, Third Party Information or Proprietary Information of the Company. I further agree that any property situated on the Company’s premises and owned by the Company, including disks and other

storage media, filing cabinets or other work areas, is subject to inspection by Company personnel at any time with or without notice. Prior to leaving, I will cooperate with the Company in completing and signing the Company’s termination statement.

7. LEGAL AND EQUITABLE REMEDIES Because my services are personal and unique and because I may have access to and become acquainted with the Proprietary Information of the Company, the Company shall have the right to enforce this Agreement and any of its provisions by injunction, specific performance or other equitable relief, without bond and without prejudice to any other rights and remedies that the Company may have for a breach of this Agreement.

8. NOTICES. Any notices required or permitted hereunder shall be given to the appropriate party at the address specified below or at such other address as the party shall specify in writing. Such notice shall be deemed given upon personal delivery to the appropriate address or if sent by certified or registered mail, three (3) days after the date of mailing.

9. NOTIFICATION OF NEW EMPLOYER. In the event that I leave the employ of the Company, thereby consent to the notification of my new employer of my rights and obligations under this Agreement.

10.

GENERAL PROVISIONS.

10.1 Governing Law; Consent to Personal Jurisdiction. This Agreement will be governed by and construed according to the laws of the State of California, as such laws are applied to agreements entered into and to be performed entirely within California between California residents.

10.2 Severability. In case any one or more of the provisions contained in this Agreement shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect the other provisions of this Agreement, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. If moreover, any one or more of the provisions contained in this Agreement shall for any reason be held to be excessively broad as to duration, geographical scope, activity or subject, it shall be construed by limiting and reducing it, so as to be enforceable to the extent compatible with the applicable law as it shall then appear.

10.3 Successors and Assigns. This Agreement will be binding upon my heirs, executors, administrators and other legal representatives and will be

for the benefit of the Company, its successors, and its assigns.

10.4 Survival. The provisions of this Agreement shall survive the termination of my employment and the assignment of this Agreement by the Company to any successor in interest or other assignee.

10.5 Employment. I agree and understand that nothing in this Agreement shall confer any right with respect to continuation of employment by the Company, nor shall it interfere in any way with my right or the Company’s right to terminate my employment at any time, with or without cause.

10.6 Waiver. No waiver by the Company of any breach of this Agreement shall be a waiver of any preceding, or succeeding breach. No waiver by the Company of any right under this Agreement shall be construed as a waiver of any other right. The Company shall not be required to give notice to enforce strict adherence to all terms of this Agreement.

10.7 “I ACKNOWLEDGE THAT, IN EXECUTING THIS AGREEMENT, I HAVE HAD THE OPPORTUNITY TO SEEK THE ADVICE OF INDEPENDENT LEGAL COUNSEL, AND I HAVE READ AND UNDERSTOOD ALL OF THE TERMS AND PROVISIONS OF THIS AGREEMENT. THIS AGREEMENT SHALL NOT BE CONSTRUED AGAINST ANY PARTY BY REASON OF THE DRAFTING OR PREPARATION HEREOF.”

10.8 Entire Agreement. The obligations pursuant to Sections 1 and 2 of this Agreement shall apply to any time during which I was previously employed, or am in the future employed, by the Company as a consultant if no other agreement governs nondisclosure and assignment of inventions during such period. This Agreement is the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between us. No modification of or amendment to this Agreement, nor any waiver of any rights under this Agreement, will be effective unless in writing and signed by the party to be charged. Any subsequent change or changes in my duties, salary or compensation will not affect the validity or scope of this Agreement.

This Agreement shall be effective as of the first day of my employment with the Company, namely: Biotie Therapies.

I HAVE READ THIS AGREEMENT CAREFULLY AND UNDERSTAND ITS TERMS. I HAVE COMPLETELY FILLED OUT APPENDIX B TO THIS AGREEMENT.

Dated:

/s/ Mehdi Paborji

MEHDI PABORJI, PH.D.

ACCEPTED AND AGREED TO:

BIOTIE THERAPIES

By: /s/ Timo Veromaa

Name: Timo Veromaa, M.D., Ph.D.

Title: President & CEO

Dated: 27 December 2013

APPENDIX A

LIMITED EXCLUSION NOTIFICATION

THIS IS TO NOTIFY you in accordance with Section 2872 of the California Labor Code that the foregoing Agreement between you and the Company does not require you to assign or offer to assign to the Company any invention that you developed entirely on your own time without using the Company’s equipment, supplies, facilities or trade secret information except for those inventions that either:

1. Relate at the time of conception or reduction to practice of the invention to the Company’s business, or actual or demonstrably anticipated research or development of the Company;

2. Result from any work performed by you for the Company.

To the extent a provision in the foregoing Agreement purports to require you to assign an invention otherwise excluded from the preceding paragraph, the provision is against the public policy of this state and is unenforceable.

This limited exclusion does not apply to any patent or invention covered by a contract between the Company and the United States or any of its agencies requiring full title to such patent or invention to be in the United States.

I ACKNOWLEDGE RECEIPT of a copy of this notification.

By:

Print Name:

Date:

WITNESSED BY:

Exhibit (e)(14)

LOGO

March 19, 2015

Stephen Bandak, M.D.

1310 Jones Street

San Francisco, CA 94109

Dear Steve:

As you know, you have been serving as the Chief Medical Officer of Biotie Therapies, Inc. (the “Company”) pursuant to a March 28, 2007 offer letter from the Company. The Company has agreed to certain amended terms of employment for you, and thus is issuing you this amended and restated offer letter. This offer letter shall supersede and replace your former offer letter in its entirety.

You will continue serving as Chief Medical Officer, reporting to the Chief Executive Officer. You shall continue performing your services at the Company’s headquarters and at your home in Colorado; provided, however, that the Company may from time to time require you to travel to other locations in connection with your duties. You are expected to adhere to the general employment policies and practices of the Company that may be in effect from time to time, except that when the terms of this Agreement conflict with the Company’s general employment policies or practices, this Agreement will control. The Company may change your position, duties, work location and compensation from time to time in its discretion, subject to the terms and conditions set forth herein.

The Company shall continue to pay you a base salary of $367,258.98 per year, less deductions and withholdings, payable in accordance with Company policy. In addition, you will continue to be eligible to receive an annual discretionary bonus of up to eighty percent (80%) of your base salary. Whether you receive such a bonus, and the amount of any such bonus, shall be determined by the Board of Directors (the “Board”) in its sole discretion, and shall be based upon achievement of performance objectives to be mutually agreed upon between you and the Board and other criteria to be determined by the Board. Any bonus shall be paid within thirty (30) days after the Board’s determination that a bonus shall be awarded. To be eligible for a bonus, you must be employed the entire calendar year.

You are entitled to five weeks of accrued vacation per year.

You have previously been granted certain equity awards. Those awards shall remain subject to the terms and conditions of the governing plan documents, equity agreements and grant notices. You will remain eligible for future equity grants as determined by the Board. You will also be

eligible for the Company’s standard benefits, subject to the terms and conditions of the applicable plans.

Your employment with Company will remain “at-will.” This means that either you or Company may terminate your employment at any time, with or without Cause (as defined below) or advance notice. Notwithstanding this at-will employment relationship, if at any time the Company terminates your employment without Cause, and other than as a result of your death or disability, and provided such termination constitutes a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h)), then you shall be entitled to receive severance in the form of salary continuation and monthly COBRA premiums for six (6) months. These severance payments are conditional upon you continuing to comply with your obligations under your Employee Proprietary Information and Inventions Agreement, and your delivering to the Company an effective, general release of claims in favor of the Company in a form acceptable to the Company within 60 days following your termination date. The salary continuation will be paid in equal installments on the Company’s regular payroll schedule and will be subject to applicable tax withholdings; provided, however, that no payments will be made prior to the 60th day following your separation from service. On the 60th day following your separation from service, the Company will pay you in a lump sum the salary continuation that you would have received on or prior to such date under the original schedule but for the delay while waiting for the 60th day, with the balance of the payments being paid as originally scheduled.

For purposes of this Agreement, “Cause” means the occurrence of any of the following events: (a) your substantial and repeated failure to satisfactorily perform your job duties which in the reasonable good faith determination of the Board demonstrates gross unfitness to serve the Company, such as continued flagrant absences from the Company (working from your home office in Colorado will not be considered a “flagrant” absence) and demonstrable and substantial lapses of duty; (b) your refusal or failure to follow lawful directions of the Board; (c) your conviction of a felony or a crime involving moral turpitude; (d) your engaging or in any manner participating in any activity which is directly competitive with or injurious to the Company or which violates any material provisions hereof or your Confidential Information and Inventions Agreement with the Company; or (e) your commission of any fraud against the Company, employees, agents, collaborators or customers or use or intentional appropriation for your personal use or benefit of any funds or properties of the Company.

right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. Notwithstanding any provision to the contrary in this letter, if you are deemed by the Company at the time of your Separation from Service to be a “specified employee” for purposes of Code Section 409A(a)(2)(B)(i), and if any of the payments upon Separation from Service set forth herein and/or under any other agreement with the Company are deemed to be “deferred compensation”, then to the extent delayed commencement of any portion of such payments is required in order to avoid a prohibited distribution under Code Section 409A(a)(2)(B)(i) and the related adverse taxation under Section 409A, such payments shall not be provided to you prior to the earliest of (i) the expiration of the six-month period measured from the date of your separation from service with the Company, (ii) the date of your death or (iii) such earlier date as permitted under Section 409A without the imposition of adverse taxation. Upon the first business day following the expiration of such applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this paragraph shall be paid in a lump sum to you, and any remaining payments due shall be paid as otherwise provided herein or in the applicable agreement. No interest shall be due on any amounts so deferred.

As condition of your employment, you must continue to abide by the Employee Proprietary Information and Inventions Agreement that you executed at the commencement of your employment. The terms and conditions of that agreement remain in effect.

To ensure the rapid and economical resolution of disputes that may arise in connection with your employment with the Company, you and the Company agree that any and all disputes, claims, or causes of action, in law or equity, arising from or relating to the enforcement, breach, performance, or interpretation of this letter, your employment with the Company, or the termination of your employment, shall be resolved, to the fullest extent permitted by law, by final, binding and confidential arbitration in San Francisco, California by JAMS, Inc. (“JAMS”) or its successor, under JAMS’ then applicable rules and procedures. You acknowledge that by agreeing to this arbitration procedure, both you and the Company waive the right to resolve any such dispute through a trial by jury or judge or administrative proceeding. You will have the right to be represented by legal counsel at any arbitration proceeding. The arbitrator shall: (a) have the authority to compel adequate discovery for the resolution of the dispute and to award such relief as would otherwise be permitted by law; and (b) issue a written statement signed by the arbitrator regarding the disposition of each claim and the relief, if any, awarded as to each claim, the reasons for the award, and the arbitrator’s essential findings and conclusions on which the award is based. The arbitrator shall be authorized to award all relief that you or the Company would be entitled to seek in a court of law. The Company shall pay all JAMS arbitration fees in excess of the administrative fees that you would be required to pay if the dispute were decided in a court of law. Nothing in this Agreement is intended to prevent either you or the Company from obtaining injunctive relief in court to prevent irreparable harm pending the conclusion of any such arbitration.

This agreement shall be construed and interpreted in accordance with California law. This Agreement, including your Confidential Information and Inventions Assignment Agreement, contains the complete, final and exclusive agreement of the parties relating to its subject matter, and supersedes all prior and contemporaneous oral and written employment agreements or arrangements between you and the Company. This agreement cannot be amended or modified

except by a written agreement signed by you and the Company and approved by the Board (except for such terms reserved to the Company’s discretion in this letter). No term, covenant or condition of this Agreement or any breach thereof shall be deemed waived, except with the written consent of the party against whom the wavier is claimed, and any waiver or any such term, covenant, condition or breach shall not be deemed to be a waiver of any preceding or succeeding breach of the same or any other term, covenant, condition or breach. This Agreement may be executed in two counterparts, each of which shall be deemed an original, and all of which together shall contribute one and the same instrument. Facsimile or PDF signatures shall be as effective as original signatures.

If you accept these amended terms, please sign and date this letter in the space provided below and return it to me.

Sincerely,

/s/ Timo Veromaa

Timo Veromaa, M.D., Ph.D

President and CEO

Agreed and Accepted:

/s/ Steve Bandak

STEVE BANDAK, M.D.

Dated: 19 Mar 2015

March 28, 2007

Stephen I. Bandak, M.D.

102 Sagewood Drive

Malvern, PA 19355

Dear Steve:

I am pleased to offer you the exempt position of Chief Medical Officer of Synosia Therapeutics, Inc. (the “Company”) reporting directly to me.

Additional terms of this offer arc set forth below.

Start Date

Your start date will be April 23, 2007

Salary

Your semi-monthly base salary for this position will be $11,666.67 (equivalent to $280,000 on an annualized basis) less payroll deductions and all required withholdings. The Company may change your compensation from time to time at its discretion.

Bonus

In addition to your base salary, you will be eligible to receive an annual discretionary bonus of up to 25% of your base salary (pro-rated for 2007) based upon your performance, as determined by the Company, against specific milestones to be defined by the Company and agreed to by you.

Stock Option Program

In connection with the commencement of your employment, and subject to approval by the Company’s Board of Directors, the Company will grant you an option to purchase 300,000 shares (1.2% of the total outstanding shares) of the Company’s common stock with an exercise price equal to the fair market value on the date of the grant, as determined by the Board of Directors. Subject to your continuing service with the Company, your stock option will vest over a period of four years, with 25% vesting upon the first anniversary of the vesting commencement date and ¹⁄₄₈th vesting at the end of each month thereafter. Your stock option will be subject to the terms and conditions of

the Company’s 2006 Equity Incentive Plan and your stock option agreement, which you will be required to sign as a condition of receiving the stock option.

Sign-On Bonus

As an added incentive, you will receive a one-time, sign-on bonus of twenty thousand dollars ($20,000) gross in your first routine paycheck.

Benefit Plans and Programs

You will be eligible to participate in Synosia’s benefit programs. Please note that all insurance plans, benefits, as well as Company policies and procedures are subject to change without notice.

In addition to the standard three weeks of company paid vacation you will be allowed to work from your home in Colorado for up to four additional weeks per year.

Proof of Right to Work

In accordance with federal immigration law, you will be required to provide to the Company documentary evidence of your identity and eligibility for employment in the United States. This employment offer is contingent upon such documentation being provided to the Company within three (3) business days of your hire date.

At Will Employment

Your relationship with the Company will be one of employment at will. Accordingly, your employment is not for any specific term and may be terminated by either you or the Company at any time, for any reason with or without prior notice.

Conflicts

You will be expected not to make unauthorized use or disclosure of any confidential information or materials, include trade secrets, of any former employer or other third party to whom you owe a duty of confidentiality. Additionally, the Company requires you to verify that your employment with the Company does not and will not conflict with any agreements entered into by you prior to your employment with the Company (i.e., you have not entered into any agreements with previous employers or others that are in conflict with your obligations to the Company) and to notify the Company of any such conflict. By accepting employment with the Company, you are representing to us that you will be able to perform your duties within the guidelines described in this paragraph.

Confidentiality

As a condition of your employment, you will be required to abide by the Company’s policies and procedures, including but not limited to the policies set forth in the

Company’s Employee Handbook that may be in effect from time to time. You also agree to read, sign and comply with the Company’s Employee Proprietary Information and Inventions Agreement attached hereto as Exhibit A (the “Proprietary Information Agreement”).

This left, together with the Proprietary Information Agreement, represent the complete and exclusive understanding between you and the Company concerning the subject matter hereof. The terms of this letter supersede any other representations or agreements made to you or by the Company, whether oral or written. The terms of this agreement cannot be waived or amended except in writing signed by both you and the Company. This agreement will be governed by the laws of California without reference to conflicts of law principles. This agreement may be executed in one or more counterparts, and facsimile signatures will have the same effect as originals.

Please note that the Company may change your position, duties and/or work location from time to time in its discretion.

If these terms are agreeable to you please sign both copies of this letter and return one to me along with the Proprietary Information Agreement attached as Exhibit A. This offer is valid through Friday, March 30, and requires a response on or before that date.

On a personal note, Steve, I would be delighted to welcome you to Synosia Therapeutics, Inc.. We look forward to your leadership, cooperation, and contributions to our innovative and successful drug development efforts.


Sincerely,		Accepted: /s/ Stephen Bandak
/s/ Ian J. Massey
Ian J. Massey, D. Phil
President and Chief Executive Officer		Date: 30 Mar ’07
Synosia Therapeutics, Inc.

EXHIBIT A

EMPLOYEE PROPRIETARY INFORMATION

AND INVENTIONS AGREEMENT

In consideration of my employment or continued employment by Synosia Therapeutics, Inc. (the “Company”), and the compensation now and hereafter paid to me, I hereby agree as follows:

I.	NONDISCLOSOURE

1.1 Recognition of Company’s Rights Nondisclosure. At all times during my employment and thereafter, I will hold in strictest confidence and will not disclose, use, lecture upon or publish any of the Company’s Proprietary Information (defined below), except as such disclosure, use or publication may be required in connection with my work for the Company, or unless an officer of the Company expressly authorizes such in writing. I will obtain the Company’s written approval before publishing or submitting for publication any material (written, verbal, or otherwise) that relates to my work at the Company and/or incorporates any Proprietary Information. I hereby assign to the Company any rights I may have or acquire in such Proprietary Information and recognize that all Proprietary Information shall be the sole property of the Company and its assigns. I have been informed and acknowledge that the unauthorized taking of the Company’s trade secrets could result in a civil liability under California Civil Code Section 3426, and that, if willful, could result in an award for double the amount of the Company’s damages and attorneys’ fees and is a crime under California Penal Code Section 444(c), punishable by imprisonment for a time not exceeding one (1) year, or by a fine not exceeding five thousand dollars ($5,00), or by both.

1.2 Proprietary Information. The term “Proprietary Information” shall mean any and all confidential and/or proprietary knowledge, data or information of the Company. By way of illustration but not limitation, “Proprietary Information” includes (a) trade secrets, inventions, mask works, ideas, processes, formulas, source and object codes, data, programs, other works of authorship, know-how, improvements, discoveries, developments, designs and techniques (hereinafter collectively referred to as “Inventions”); and (b) information regarding plans for research, development, new products, marketing and selling, business plans, budgets and unpublished financial statements, licenses, prices and costs, suppliers and customers; and (c) information regarding the skills and compensation of other employees of the Company.

1.3 Third Party Information. I understand, in addition, that the Company has received and in the future will receive from third parties confidential or proprietary information (“Third Party Information”

subject to a duty on the Company’s part to maintain the confidentiality of such information and to use it only for certain limited purposes. During the term of my employment and thereafter, I will hold Third Party Information in the strictest confidence and will not disclose to anyone (other than Company personnel who need to know such information in connection with their work for the Company) or use, except in connection with my work for the Company, Third Party Information unless expressly authorized by an officer of the Company in writing.

1.4 No Improper Use of Information of Prior Employers said Others. During my employment by the Company I will not improperly use or disclose any confidential information or trade secrets, if any, of any former employer or any other person to whom I have an obligation of confidentiality, and I will not bring onto the premises of the Company any unpublished documents or any property belonging to any former employer or any other person to whom I have an obligation of confidentiality unless consented to in writing by that former employer or person. I will use in the performance of my duties only information which is generally known and used by persons with training and experience comparable to my own, which is common knowledge in the industry or otherwise legally in the public domain, or which is otherwise provided or developed by the Company.

2.	ASSIGNMENT OF INVENTIONS

2.1 Proprietary Rights. The term “Proprietary Rights” shall mean all trade secret, patent, copyright, mask work and other intellectual property rights throughout the world.

2.2 Prior Inventions. Inventions, if any, patented or unplanned, which I made prior to the commencement of my employment with the Company are excluded from the scope of this Agreement. To preclude any possible uncertainty, I have set forth on Appendix B (Previous Inventions) attached hereto a complete list of all Inventions that I have, alone or jointly with others, conceived, developed or reduced to practice or caused to be conceived, developed or reduced to practice prior to the commencement of my employment with the Company, that I consider to be my

property or the property of third parties and that I wish to have excluded from the scope of this Agreement (collectively referred to as “Prior Inventions”). If disclosure of any such Prior Invention would cause me to violate any prior confidentiality agreement, I understand that I am not to list such Prior Inventions in Appendix B but am only to disclose a cursory name for each such invention, a listing of the party(ies) to whom it belongs and the fact that full disclosure as to such inventions has not been made for that raison. A space is provided on Appendix B for such purpose. If no such disclosure is attached, I represent that there are no Prior Inventions. If, in the course of my employment with the Company, I incorporate a Prior Invention into a Company product, process or machine, the Company is hereby granted and shall have a nonexclusive, royalty-free, irrevocable, perpetual, worldwide license (with rights, to sublicense through multiple tiers of sublicensees) to make, have made, modify, use and sell such Prior Invention. Notwithstanding the foregoing, I agree that I will not incorporate, or permit to be incorporated, Prior Inventions in any Company Inventions without the Company’s prior written consent.

2.3 Assignment of Inventions. Subject to Sections 2.4, and 2.6, I hereby assign and agree to assign in the future (when any such Inventions or Proprietary Rights are first reduced to practice or first fixed in a tangible medium, as applicable) to the Company all my right, title and interest in and to any and all Inventions (and all Proprietary Rights with respect thereto) whether or not patentable or registrable under copyright or similar statutes, made or conceived or reduced to practice or learned by me, either alone or jointly with ethers, during the period of my employment with the Company, Inventions assigned to the Company, or to a third party as directed by the Company pursuant to this Section 2, am hereinafter referred to as “Company Inventions.”

2.4 Nonassignable Inventions. This Agreement does not apply to an Invention which qualities fully as a nonassignable Invention under Section 2870 of the California Labor Code (hereinafter “Section 2870”). I have reviewed the notification on Appendix A (Limited Exclusion Notification) and agree that my signature acknowledges receipt of the notification.

2.5 Obligation to Keep Company Informed. During the period of my employment and for six (6) months after termination of my employment with the Company, I will promptly disclose to the Company fully and in writing all inventions authored, conceived or reduced to practice by me, either alone or jointly with others. In addition, I will promptly disclose to the Company all patent applications filed by me or

on my behalf within a year after termination of employment. At the time of each such disclosure, I will advise the Company in writing of any Inventions that I believe fully qualify for protection under Section 2870; and I will at that time provide to the Company in writing all evidence necessary to substantiate that belief, The Company will keep in confidence and will not use for any purpose or disclose to third parties without my content any confidential information disclosed in writing to the Company pursuant to this Agreement relating to Inventions that qualify fully for protection under the provisions of Section 2870. I will preserve the confidentiality of any Invention that does not fully qualify for protection under Section 2870.

2.8 Enforcement of Proprietary Rights. I will assist the Company in every proper way to obtain, and from time to time enforce, United States and foreign Proprietary Rights relating to Company inventions in any and all countries. To that end I will execute, verify and deliver such documents and perform such other acts (including appearances as a witness) as the Company may reasonably request for use in applying for, obtaining, perfecting, evidencing, sustaining and enforcing such Proprietary Rights and the assignment thereof. In addition, I will execute, verify and deliver assignments of such Proprietary Rights to the Company or its designee. My obligation to assist the Company with respect to Proprietary Rights relating to such Company Inventions in any and all countries shall continue beyond the termination of my employment, but the Company shall compensate me at a reasonable rate after my termination for the time actually spent by me at the Company’s request on such assistance.

3. RECORDS. I agree to keep and maintain adequate and current records (in the form of notes, sketches, drawings and in any other form that may be required by the Company) of all Proprietary Information developed by me and all Inventions made by me during the period of my employment at the Company, which records shall be available to and remain the sole property of the Company at all times.

4. ADDITIONAL ACTIVITIES. I agree that during the period of my employment by the Company I will not, without the Company’s express written console, engage in any employment or business activity which is competitive with, or would otherwise conflict with, my employment by the Company. I agree further that for the period of my employment by the Company and for one (1) year after the date of termination of my employment by the Company I will not, either directly or through others, solicit or attempt to solicit any employee, independent contractor or consultant of the Company to terminate his or her relationship with the Company in order to become an employee, consultant or independent contractor to or for any other person or entity.

5. NO CONFLICTING OBLIGATION. I represent that my performance of all the terms of this Agreement and as an employee of the Company does not and will not breach any agreement to keep in confidence information acquired by me in confidence or in trust prior to my employment by the Company. I have not entered into, and I agree I will not enter into, any agreement either written or oral in conflict herewith.

Company in completing and signing the Company’s termination statement.

7. LEGAL AND EQUITABLE REMEDIES. Because my services are personal and unique and because I may have access to and become acquainted with the Proprietary Information of the Company, the Company shall have the right to enforce this Agreement and any of its provisions by injunction, specific performance or other equitable relief, without bond and without prejudice to any other rights and remedies that the Company may have for a breach of this Agreement.

9. NOTIFICATION OF NEW EMPLOYER. In the event that I leave the employ of the Company, I hereby consent to the notification of my new employer of my rights and obligations under this Agreement.

10.

GENERAL PROVISIONS.

10.2 Severability. In case any one or more of the provisions contained in this Agreement shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect the other provisions of this Agreement, and this Agreement shall be construed as if such invalid, illegal or an enforceable provision had never been contained herein. If moreover, any one or more of the provisions contained in this Agreement shall for any reason be held to be excessively broad as to duration, geographical scope, activity or subject, it shall be construed by limiting and reducing it, so as to be enforceable to the extent compatible with the applicable law as it shall then appear.

10.3 Successors and Assigns. This Agreement will be binding upon my heirs, executors, administrators and other legal representatives and will be for the benefit of the Company, its successors, and its assigns.

10.4 Survival. The provisions of this Agreement shall survive the termination of my employment and the assignment of this Agreement by the Company to any successor in interest or other assignee.

10.5 Employment. I agree and understand that nothing in this Agreement shall confer any right with respect to continuation of employment by the Company, nor shall it interfere in any way with my right or the Company’s right to terminate my employment at any time, with or without cause.

10.6 Waiver. No waiver by the Company of any breach of this Agreement shall be a waiver of any preceding or succeeding breach. No waiver by the Company of any right under this Agreement shall be construed as a waiver of any other right. The Company shall not be required to give notice to enforce strict adherence to all terms of this Agreement.

10.7 “I ACKNOWLEDGE THAT, IN EXECUTING THIS AGREEMENT, I HAVE HAD THE OPPORTUNITY TO SEEK THE ADVICE OF INDEPENDENT LEGAL. COUNSEL, AND I HAVE READ AND UNDERSTOOD ALL OF THE TERMS AND PROVISIONS OF THIS AGREEMENT. THIS AGREEMENT SHALL NOT RE CONSTRUED AGAINST ANY PARTY BY REASON OF THE DRAFTING OR PREPARATION HEREOF.”

This Agreement shall be effective as of the first day of my employment with the Company, namely: 4/23/07.

I HAVE READ THIS AGREEMENT CAREFULLY AND UNDERSTAND ITS TERMS. I HAVE COMPLETELY FILLED OUT APPENDIX B TO THIS AGREEMENT.

Dated: 30 Nov ’07

/s/ Stephen Bandak

[Employee]

ACCEPTED AND AGREED TO:


SYNOSIA THERAPEUTICS, INC.

By:		/s/ Ian Massey

Name:		Ian Massey, D.Phil.

Title:		President and Chief Executive Officer

Dated:

APPENDIX A

LIMITED EXCLUSION NOTIFICATION

THIS IS TO NOTIFY you in accordance with Section 2872 of the California Labor Code that the foregoing Agreement between you and the Company does not require you to assign or offer to assign to the Company any invention that you developed entirely on your own time without using the Company’s equipment, supplies, facilities or trade secret information except for those inventions that either;

1. Relate at the time of conception or reduction to practice of the Invention to the Company’s business, or actual or demonstrably anticipated research or development of the Company;

2. Result from my work performed by you for the Company.

To the extent a provision in the foregoing Agreement purports to require you to assign an invention otherwise excluded from the preceding paragraph, the prevision is against the public policy of this state and is unenforceable.

I ACKNOWLEDGE RECEIPT of a copy of this notification.



By:		/s/ Stephen Bandak



Print Name:		Stephen Bandak



Date		30 Mar ’02

WITNESSED BY:

/s/ Madeline Read

Madeline Read 3/30/07

APPENDIX B



TO:		Synosia Therapeutics Inc.

FROM:



DATE:		30 Mar ‘07

SUBJECT:		Previous Inventions

1. Except as listed in Section 2 below, the following is a complete list of all Inventions or improvements relevant to the subject matter of my employment by Synosia Therapeutics. Inc. (the “Company”) that have been made or conceived or first reduced to practice by me alone or jointly with others prior to my engagement by the Company:


	¨	No inventions or improvements.

	þ	See below:

		USPPA	No. 20060251722

		USPPA	No. 60/847,092



¨	Additional sheets attached.

2. Due to a prior confidentiality agreement I cannot complete the disclosure under Section 1 above with respect to inventions or improvements generally listed below, the proprietary rights and duty of confidentiality with respect to which I owe to the following party(ies):


	Invention or Improvement	Party(ies)	Relationship

1.

2.

3.

4.

¨ Additional sheets attached.

Exhibit (e)(15)


Dr Timo Veromaa		4 January 2016

President and Chief Executive Officer

Dear Timo

The Board of Directors of Biotie Therapies Corp (the “Company”) agreed at its meeting on 4 January 2016 that should a transaction for change of control of the company be completed by 30 September 2016 (a “Transaction”) then you would be eligible for the items set out in this letter below. These terms are primarily the same as were communicated to you in respect of a Transaction that completed by 30 June 2015, which has now expired.

Notice period

If you are made redundant within a twelve month period from the date of the change of control, then you will be entitled to an additional compensation, over and above your existing terms and conditions, comprising six months of base salary, and such payment will be paid net of tax and other deductions required by law.

Annual bonus

The Board has agreed that if you are made redundant as a result of a Transaction without cause and before the annual bonus payment is made, then you will be eligible for a pro rata bonus based on the period of employment during the year, including your current notice period.

Equity

The Board has agreed that in the event of a Transaction all outstanding equity awards (whether options or restricted stock units) will immediately vest for all employees on the Transaction closing so that the options could be transferred to the acquirer against consideration payable by the acquirer as part of the Transaction. For the purposes of the 2014M executive management awards, a multiplier of 3.0x will be used to determine the number of shares, subject to, however, that you would not have breached your duties as an officer to look after the best interests of the Company and of its shareholders, as determined by the Board.

The Board further resolved that the options granted to you from the newly approved 2016 option plan are conditional so that, should a Transaction be announced during 01/2016, the 2016 options granted to you would be returned to the Company without consideration and the Company would then have an obligation to pay a transaction bonus at closing of a Transaction. The amount of such transaction bonus would equal to the gross amount of the gain you would have received should the

2016 options have been acquired by the acquirer in a Transaction. Such payment will be paid net of tax and other deductions required by law.

The Board finds that this arrangement would best serve the interests of the Company and its shareholders, and looks forward to your continued engagement and service as CEO.

Yours sincerely

/s/ William Burns

William Burns

Chairman

Acknowledged and accepted:

/s/ Timo Veromaa

Timo Veromaa

President and Chief Executive Officer

Exhibit (e)(16)


David Cook		4 January 2016

Chief Financial Officer

Dear David

Notice period

Annual bonus

Equity

The Board further resolved that the options granted to you from the newly approved 2016 option plan are conditional so that, should a Transaction be announced during Q1/2016, the 2016 options granted to you would be returned to the Company without consideration and the Company would then have an obligation to pay a transaction bonus at closing of a Transaction. The amount of such transaction bonus would equal to the gross amount of the gain you would have received should the

2016 options have been acquired by the acquirer in a Transaction. Such payment will be paid net of tax and other deductions required by law.

The Board finds that this arrangement would best serve the interests of the Company and its shareholders, and looks forward to your continued engagement and service as CFO.

Yours sincerely

/s/ Timo Veromaa

Timo Veromaa

President and CEO,

as authorized by the Chairman of the Board

Acknowledged and accepted:

/s/ David Cook

David Cook

Chief Financial Officer

Exhibit (e)(17)


Mehdi Paborji		4 January 2016

Chief Operating Officer

Dear Mehdi

Notice period

Annual bonus

Equity

2016 options have been acquired by the acquirer in a Transaction. Such payment will be paid net of tax and other deductions required by law.

The Board finds that this arrangement would best serve the interests of the Company and its shareholders, and looks forward to your continued engagement and service as COO.

Yours sincerely

/s/ Timo Veromaa

Timo Veromaa

President and CEO,

as authorized by the Chairman of the Board

Acknowledged and accepted:

/s/ Mehdi Paborji

Mehdi Paborji

Chief Operating Officer

Exhibit (e)(18)


Stephen Bandak		4 January 2016
Chief Medical Officer

Dear Stephen

Notice period

Annual bonus

Equity

2016 options have been acquired by the acquirer in a Transaction. Such payment will be paid net of tax and other deductions required by law.

The Board finds that this arrangement would best serve the interests of the Company and its shareholders, and looks forward to your continued engagement and service as CMO.

Yours sincerely

/s/ Timo Veromaa

Timo Veromaa

President and CEO,

as authorized by the Chairman of the Board

Acknowledged and accepted:

/s/ Stephen Bandak

Stephen Bandak

Chief Medical Officer

Exhibit (e)(19)

Indemnification Agreement

January 2016

Between

BIOTIE THERAPIES CORP.

and

[•]

TABLE OF CONTENTS


BACKGROUND		3

1	DEFINITIONS	4

2	SERVICES BY INDEMNITEE	6

3	INDEMNFICATION	6
3.1	General	6
3.2	Witness Expenses	7
3.3	Expenses as a Party Where Wholly or Partly Successful	7
3.4	Exclusions	7

4	ADVANCEMENT OF EXPENSES; DEFENSE OF CLAIMS	8
4.1	Advances	8
4.2	Defense of Claims	8

5	PROCEDURES FOR NOTIFICATION OF AND DETERMINATION OF ENTITLEMENT TO INDEMNIFICATION	8
5.1	Notification; Request for Indemnification	8
5.2	Determination of Entitlement	9
5.3	Presumptions and Burdens of Proof; Effect of Certain Proceedings	9

6	REMEDIES OF INDEMNITEE	10
6.1	Arbitration	10

7	DIRECTORS’ AND OFFICERS’ LIABILITY INSURANCE	11

8	MISCELLANEOUS	11
8.1	Nonexclusivity of Rights	11
8.2	Insurance and Subrogation	11
8.3	Indemnification from an Enterprise	12
8.4	Contribution	12
8.5	Amendment	12
8.6	Waivers	12
8.7	Entire Agreement	13
8.8	Severability	13
8.9	Notices	13
8.10	Binding Effect	13
8.11	Governing Law	14
8.12	Arbitration	14
8.13	Headings	14
8.14	Counterparts	14
8.15	Use of Certain Terms	14

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This indemnification agreement (the “Agreement”) is entered into, as authorized by the Board of Directors of Biotie Therapies Corp. in its meeting held on 18 January 2016, and made between:

(1)	Biotie Therapies Corp. (Business Identity Code 1475830-6), a public limited liability company incorporated and existing under the laws of Finland, having its registered office in Turku, Finland, at Joukahaisenkatu 6, 20250 Turku, Finland (“Biotie” or the “Company”);

and

(2)	[•] (“Indemnitee”).

Parties to this Agreement are hereinafter also referred to individually as a “Party” or together as the “Parties”.

BACKGROUND

(A)

Highly competent persons have become more reluctant to serve publicly-held corporations listed on a stock exchange in the United States as directors or senior executives unless they are provided with adequate protection through insurance or adequate indemnification against risks of claims and actions against them arising out of their service to and activities on behalf of the corporation.

(B)	The Company has completed a U.S. public offering and listing on the NASDQ Global Select Market of American Depositary Shares representing the Company’s shares. The Company will, however, remain a Finnish company, and its ordinary shares will continue to be listed on NASDAQ OMX Helsinki Ltd.

(C)

The Board of Directors of the Company (the “Board”) has determined that, in order to attract and retain qualified individuals, the Company will attempt to maintain on an ongoing basis, at its sole expense, liability insurance to protect persons serving the Company and its subsidiaries from certain liabilities. Although the furnishing of such insurance has been a customary and widespread practice among United States based corporations and other business enterprises as well as foreign corporations whose securities are listed on a stock exchange in the United States, the Company believes that, given current market conditions and trends, such insurance may be available to it in the future only at higher premiums and with more exclusions. At the same time, directors, officers, and other persons in service to corporations or business enterprises with links to the United States are being increasingly subjected to expensive and time-consuming litigation relating to, among other things, matters that traditionally would have been brought only against the Company or business enterprise itself.

(D)

The uncertainties relating to such insurance and to indemnification may increase the difficulty of attracting and retaining such persons. The Board has determined that the increased difficulty in attracting and retaining such persons would be detrimental to the best interests of the Company’s shareholders and that the Company should act to assure such persons that there will be increased certainty of such protection in the future. It is thus reasonable, prudent and necessary for the Company contractually to obligate itself to indemnify, and to advance expenses on behalf of, such persons so that they will serve or continue to serve the Company free from undue concern that they will not be so indemnified.

(E)	Indemnitee may not regard the protection available under the Company’s insurance as adequate in the present circumstances, and may not be willing to serve as an officer or director of the Company without adequate protection, and the Company desires Indemnitee

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to serve in such capacity. Indemnitee is willing to serve, continue to serve and to take on additional service for or on behalf of the Company on the condition that he/she be so indemnified.

NOW, THEREFORE, in consideration of the premises and the covenants contained herein, the Company and Indemnitee do hereby covenant and agree as follows:

1	DEFINITIONS

For the purpose of this Agreement, unless expressly otherwise stated or evident in the context, the following capitalized terms shall have the following meanings, the singular (where appropriate) shall include the plural and vice versa, and references to Sections or Subsections shall be references to sections and subsections of this Agreement.



1.1	“Board”	has the meaning set out in the Background (C) of this Agreement.

1.2	“Corporate Status”	means the status of a person who is or was a director, officer, trustee, general partner, managing member, fiduciary, board of directors’ committee member, employee or agent of the Company or of any other Enterprise.

1.3	“Disinterested Director”	means a director of the Company who is not disqualified under the Finnish Companies Act from participating in decision-making by the Board of Directors regarding an Indemnification Request.

1.4	“Enterprise”	means the Company and any other corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise of which Indemnitee is or was serving at the request of the Company as a director, officer, trustee, general partner, managing member, fiduciary, board of directors’ committee member, employee or agent.

1.5	“ERISA”	means the Employee Retirement Income Security Act of 1974, as amended.

1.6	“Exchange Act”	means the Securities Exchange Act of 1934, as amended.

1.7	“Expenses”	means all direct and indirect costs (including attorneys’ fees, retainers, court costs, transcripts, fees of experts, witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, and all other disbursements or expenses) reasonably incurred in connection with (i) prosecuting, defending, preparing to prosecute or defend, investigating, being or preparing to be a witness in, or otherwise participating in, a Proceeding or (ii) establishing or enforcing a right to indemnification under this Agreement, applicable law or otherwise. Expenses also shall include Expenses incurred in connection with any appeal resulting from any Proceeding, including the premium, security for, and other costs relating to any cost bond, supersedeas bond, or other appeal bond or its equivalent. For

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		the avoidance of doubt, Expenses, however, shall not include any Liabilities.

1.8	“Finnish Companies Act”	means the Finnish Companies Act (624/2006, as amended).

1.9	“Independent Counsel”	means a law firm, or a member of a law firm, that is experienced in matters of corporate law and neither currently is, nor in the five years previous to its selection or appointment has been, retained to represent (i) the Company or Indemnitee in any matter material to either such party (other than with respect to matters concerning Indemnitee under this Agreement or of other indemnitees under similar indemnification agreements) or (ii) any other party to the Proceeding giving rise to a claim for indemnification hereunder. Notwithstanding the foregoing, the term “Independent Counsel” shall not include any person who, under the applicable standards of professional conduct applied to attorneys at law then prevailing in Finland, would have a conflict of interest in representing either the Company or Indemnitee in an action to determine Indemnitee’s rights under this Agreement.

1.10	“Liabilities”	means any losses or liabilities, including any judgments, fines, ERISA excise taxes and penalties as well as penalties and amounts paid in settlement, arising out of or in connection with any Proceeding (including all interest, assessments and other charges paid or payable in connection with or in respect of any such judgments, fines, ERISA excise taxes and penalties, penalties or amounts paid in settlement).

1.11	“Proceeding”	means any threatened, pending or completed action, derivative action, suit, claim, counterclaim, cross claim, arbitration, alternate dispute resolution mechanism, investigation, inquiry, administrative hearing or any other actual, threatened or completed proceeding, whether civil (including intentional and unintentional tort claims), criminal, administrative or investigative, including any appeal therefrom, and whether instituted by or on behalf of the Company or any other party, or any inquiry or investigation that Indemnitee in good faith believes might lead to the institution of any such action, suit or other proceeding hereinabove listed in which Indemnitee was, is or will be involved as a party, potential party, non-party witness or otherwise by reason of any Corporate Status of Indemnitee, or by reason of any action taken (or failure to act) by him or her or of any action (or failure to act) on his or her part while serving in any Corporate Status.

1.12	“Sarbanes-Oxley Act”	has the meaning set out in Section 3.4.

For the purposes of this Agreement, references to “Company” shall include, in addition to the resulting or surviving corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had

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continued, would have had power and authority to indemnify its directors, officers, employees or agents, so that if Indemnitee is or was a director, officer, employee, or agent of such constituent corporation or is or was serving at the request of such constituent corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust or other enterprise, then Indemnitee shall stand in the same position under the provisions of this Agreement with respect to the resulting or surviving corporation as Indemnitee would have with respect to such constituent corporation if its separate existence had continued.

Reference to “other enterprise” shall include employee benefit plans; references to “fines” shall include any excise tax assessed with respect to any employee benefit plan; references to “serving at the request of the Company” shall include any service as a director, officer, employee or agent of the Company which imposes duties on, or involves services by, such director, officer, employee or agent with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner he reasonably believed to be in the best interests of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the Company” as referred to in this Agreement.

Reference to “including” shall mean “including, without limitation,” regardless of whether the words “without limitation” actually appear, references to the words “herein,” “hereof” and “hereunder” and other words of similar import shall refer to this Agreement as a whole and not to any particular paragraph, subparagraph, section, subsection or other subdivision.

2	SERVICES BY INDEMNITEE

2.1	Indemnitee hereby agrees to serve or continue to serve as a director, officer or key employee, as the case may be, of the Company, for so long as Indemnitee is duly appointed or until Indemnitee tenders his or her resignation or is removed.

3	INDEMNFICATION

3.1

General

3.1.1

The Company hereby agrees to and shall indemnify Indemnitee and hold Indemnitee harmless from and against any and all Expenses and Liabilities, in either case, actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf by reason of Indemnitee’s Corporate Status, to the fullest extent permitted by applicable law provided, however, that obligation to indemnify shall not arise with respect to acts or omissions finally determined by a court of competent jurisdiction to amount to fraud, willful misconduct or criminal actions. The Company’s indemnification obligations set forth in this Section 3.1.1 shall apply (i) in respect of Indemnitee’s past, present and future service in any Corporate Status and (ii) regardless of whether Indemnitee is serving in any Corporate Status at the time any such Expense or Liability is incurred.

3.1.2

For purposes of this Agreement, the meaning of the phrase “to the fullest extent permitted by applicable law” shall include, but not be limited to:

(i)

to the fullest extent permitted by applicable provisions of the Finnish Companies Act or other Finnish laws or regulations, or the corresponding provision of any successor statutes, and

(ii)

to the fullest extent authorized or permitted by any amendments to or replacements of the Finnish Companies Act or other relevant laws and regulations adopted after

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the date of this Agreement that increase the extent to which a corporation may indemnify its officers and directors.

3.2

Witness Expenses

Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is, by reason of his or her Corporate Status, a witness in any Proceeding to which Indemnitee is not a party, he shall be indemnified against all Expenses actually and reasonably incurred by Indemnitee or on his or her behalf in connection therewith.

3.3

Expenses as a Party Where Wholly or Partly Successful

Notwithstanding any other provisions of this Agreement, to the fullest extent permitted by applicable law, to the extent that Indemnitee is a party to (or a participant in) and is successful, on the merits or otherwise, in any Proceeding or in defense of any claim, issue or matter therein, in whole or in part, the Company shall indemnify Indemnitee against all Expenses actually and reasonably incurred by him or her in connection therewith. If Indemnitee is not wholly successful in such Proceeding, but is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, the Company shall, to the fullest extent permitted by applicable law, indemnify Indemnitee against all Expenses actually and reasonably incurred by Indemnitee or on his or her behalf in connection with each successfully resolved claim, issue or matter. For the purposes of this Section and without limitation, the termination of any claim, issue or matter against Indemnitee in such a Proceeding by dismissal, with or without prejudice, shall be deemed to be a successful result as to such claim, issue or matter.

3.4

Exclusions

Notwithstanding any provision of this Agreement and unless Indemnitee ultimately is successful on the merits with respect to any such claim, the Company shall not be obligated under this Agreement to make any indemnity in connection with any claim made against Indemnitee:

(a)

for (i) an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company, including but not limited to, within the meaning of Section 16(b) of the Exchange Act or similar provisions of state statutory law or common law or (ii) any reimbursement of the Company by Indemnitee of any bonus or other incentive-based or equity-based compensation or of any profits realized by Indemnitee from the sale of securities of the Company, as may be required in each case under the Exchange Act (including any such reimbursements that arise from an accounting restatement of the Company pursuant to Section 304 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”) or otherwise, or the payment to the Company of profits arising from the purchase and sale by Indemnitee of securities in violation of Section 306 of the Sarbanes-Oxley Act); or

(b)

except as otherwise provided in Section 6.1.4, in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee (other than any cross claim or counterclaim asserted by the Indemnitee), including any Proceeding (or any part of any Proceeding) initiated by Indemnitee against the Company or its directors, officers, employees or other indemnitees, unless (i) the Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation or (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law.

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4	ADVANCEMENT OF EXPENSES; DEFENSE OF CLAIMS

4.1

Advances

4.1.1

Notwithstanding any provision of this Agreement to the contrary, the Company shall advance any Expenses actually and reasonably incurred by Indemnitee in connection with any Proceeding within thirty (30) days after the receipt by the Company of each statement requesting such advance from time to time, whether prior to or after final disposition of any Proceeding. Advances shall be unsecured and interest free. Advances shall be made without regard to Indemnitee’s ability to repay such amounts and without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement. Advances shall include any and all reasonable Expenses incurred pursuing an action to enforce this right of advancement, including Expenses incurred preparing and forwarding statements to the Company to support the advances claimed. Notwithstanding the foregoing, the obligation of the Company to make advances to Indemnitee shall not be binding if (and to the extent that) it would be contrary to Finnish law, including the Finnish Companies Act and principles derived therefrom, to agree or make such advances.

4.1.2

Indemnitee agrees and undertakes that Indemnitee shall reimburse the Company for all Expenses advanced by the Company pursuant to Section 4.1.1, in the event and only to the extent that it shall be determined by final judgment or other final adjudication under the provisions of any applicable law that Indemnitee is not entitled to be indemnified by the Company for such Expenses.

4.2

Defense of Claims

4.2.1

The Company shall be entitled to assume the defense of any Proceeding with counsel consented to by Indemnitee (such consent not to be unreasonably withheld) upon the delivery by the Company to Indemnitee of written notice of the Company’s election to do so. After delivery of such notice, consent to such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees or expenses of counsel subsequently incurred by Indemnitee with respect to such Proceeding; provided that (i) Indemnitee shall have the right to employ separate counsel in respect of any Proceeding at Indemnitee’s expense and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized in writing by the Company or (B) Indemnitee shall have reasonably concluded upon the advice of counsel that there is a conflict of interest between the Company and Indemnitee in the conduct of the defense of such Proceeding, then in each such case the fees and expenses of Indemnitee’s counsel shall be at the Company’s expense. The Company shall not settle any action, claim or Proceeding (in whole or in part) which would impose any Expense, judgment, fine, penalty or limitation on Indemnitee without Indemnitee’s prior written consent, such consent not to be unreasonably withheld. Indemnitee shall not settle any action, claim or Proceeding (in whole or in part) without the Company’s prior written consent, such consent not to be unreasonably withheld.

5	PROCEDURES FOR NOTIFICATION OF AND DETERMINATION OF ENTITLEMENT TO INDEMNIFICATION

5.1

Notification; Request for Indemnification

5.1.1

To obtain indemnification under this Agreement, Indemnitee shall, as soon as reasonably practicable after receipt by Indemnitee of written notice that he or she is a party to or a participant (as a witness or otherwise) in any Proceeding or of any other matter in respect of which Indemnitee intends to seek indemnification or advancement of Expenses hereunder,

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provide to the Company written notice thereof, including the nature of and the facts underlying the Proceeding (“Indemnification Request”) and including therewith such information as is reasonably available to Indemnitee and reasonably necessary to determine Indemnitee’s entitlement to indemnification hereunder. The omission by Indemnitee to so notify the Company will not, however, relieve the Company from any liability which it may have to Indemnitee hereunder or otherwise, provided that such an Indemnification Request is later made in accordance with this Section. Indemnification Request(s) may be delivered from time to time and at such time(s) as Indemnitee deems appropriate in his or her sole discretion. Indemnitee’s entitlement to indemnification shall be determined according to Section 5.2 of this Agreement and applicable law.

5.2

Determination of Entitlement

5.2.1

Where there has been an Indemnification Request pursuant to Section 5.1 then as soon as is reasonably practicable (but in any event not later than 60 days) after final disposition of the relevant Proceeding, a determination, if required by applicable law, with respect to Indemnitee’s entitlement thereto shall be made by the Board, in compliance with the applicable provisions of the Finnish Companies Act, including but not limited to provisions concerning decision-making and quorum requirements as well as general fiduciary duties of the Board.

5.2.2

The Board may in its discretion decide to request an opinion from an Independent Counsel selected by the Board regarding whether and to what extent the Indemnitee is under applicable law and this Agreement entitled to indemnification. The Company shall give written notice to Indemnitee, advising him or her of the identity of the Independent Counsel so selected. The Company shall pay the fees and expenses of any Independent Counsel.

5.2.3

If it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination. Indemnitee shall reasonably cooperate with the Board with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any reasonable costs or expenses (including attorneys’ fees and disbursements) actually and reasonably incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification).

5.3

Presumptions and Burdens of Proof; Effect of Certain Proceedings

5.3.1

In making any determination with respect to entitlement to indemnification hereunder, the Board shall, to the fullest extent not prohibited by law, presume that Indemnitee is entitled to indemnification under this Agreement if Indemnitee has submitted a request for indemnification in accordance with Section 5.1 of this Agreement.

5.3.2

Neither the failure of the Board to have made a determination prior to the commencement of any action pursuant to this Agreement that indemnification is proper in the circumstances because Indemnitee has met the applicable standard of conduct, nor an actual determination by the Board that Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that Indemnitee has not met the applicable standard of conduct.

5.3.3

The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself adversely affect the right

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of Indemnitee to indemnification or create a presumption that Indemnitee did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Company or, with respect to any criminal Proceeding, that Indemnitee had reasonable cause to believe that his or her conduct was criminal in nature.

5.3.4

For purposes of any determination of good faith, Indemnitee shall be deemed to have acted in good faith if Indemnitee’s action is in good faith reliance on the records or books of account of any Enterprise, including financial statements, or on information supplied to Indemnitee by the officers of such Enterprise in the course of their duties, or on the advice of legal counsel for such Enterprise or on information or records given or reports made to such Enterprise by an independent certified public accountant or by an appraiser or other expert selected by such Enterprise. The provisions of this Section 5.3.4 shall not be deemed to be exclusive or to limit in any way the other circumstances in which Indemnitee may be deemed or found to have met the applicable standard of conduct set forth in this Agreement.

5.3.5

The knowledge and/or actions, or failure to act, of any other director, trustee, partner, managing member, fiduciary, officer, agent or employee of any Enterprise shall not be imputed to Indemnitee for purposes of determining any right to indemnification under this Agreement.

6	REMEDIES OF INDEMNITEE

6.1

Arbitration

6.1.1

In the event of any dispute between Indemnitee and the Company hereunder as to entitlement to indemnification or advancement of Expenses, including where (i) a determination is made pursuant to Section 5.2 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 4.1 of this Agreement, (iii) payment of indemnification pursuant to Section 3.1 of this Agreement is not made within ten (10) days after a determination has been made that Indemnitee is entitled to indemnification, (iv) no determination as to entitlement to indemnification is timely made pursuant to Section 5.2 of this Agreement and no payment of indemnification is made within ten (10) days after entitlement is deemed to have been determined pursuant to Section 5.2.1 or (v) a contribution payment is not made in a timely manner pursuant to Section 8.4 of this Agreement, then Indemnitee shall be entitled to seek an award in arbitration conducted in accordance with Section 8.12.

6.1.2

In the event that a determination shall have been made pursuant to Section 5.2 that Indemnitee is not entitled to indemnification, any arbitration commenced pursuant to this Section 6.1 shall be conducted in all respects as a de novo arbitration on the merits, and Indemnitee shall not be prejudiced by reason of that adverse determination. In any arbitration commenced pursuant to Section 6.1 the Company shall have the burden of proving Indemnitee is not entitled to indemnification or advancement of Expenses, as the case may be, and the Company may not refer to or introduce into evidence any determination pursuant to Section 5.2 adverse to Indemnitee for any purpose. If Indemnitee commences an arbitration proceeding pursuant to Section 6.1, Indemnitee shall not be required to reimburse the Company for any advances pursuant to Section 4.1 until a final determination is made with respect to Indemnitee’s entitlement to indemnification (as to which all rights of appeal have been exhausted or lapsed).

6.1.3

If a determination shall have been made pursuant to Section 5.2 of this Agreement that Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any arbitration commenced pursuant to Section 6.1, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make

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Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law.

6.1.4

The Company shall indemnify Indemnitee to the fullest extent permitted by law against all Expenses and, if requested by Indemnitee, shall (within ten (10) days after the Company’s receipt of such written request) advance such Expenses to Indemnitee, which are reasonably incurred by Indemnitee in connection with any arbitration brought by Indemnitee for (i) indemnification or advances of Expenses by the Company (or otherwise for the enforcement, interpretation or defense of his or her rights) under this Agreement or any other agreement, including any other indemnification, contribution or advancement agreement, now or hereafter in effect or (ii) recovery or advances under any directors’ and officers’ liability insurance policy maintained by the Company, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, contribution, advancement or insurance recovery, as the case may be.

7	DIRECTORS’ AND OFFICERS’ LIABILITY INSURANCE

7.1

The Company shall obtain and maintain a policy or policies of insurance (“D&O Liability Insurance”) with reputable insurance companies providing liability insurance for directors and officers of the Company in their capacities as such (and for any capacity in which any director or officer of the Company serves any other Enterprise at the request of the Company), in respect of acts or omissions occurring while serving in such capacity.

7.2	Upon request by Indemnitee, the Company shall provide copies of all policies of D&O Liability Insurance obtained and maintained in accordance with Section 7.1. The Company shall promptly notify Indemnitee of any changes in such insurance coverage.

8	MISCELLANEOUS

8.1

Nonexclusivity of Rights

The rights of indemnification, contribution and advancement of Expenses as provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may at any time be entitled to under applicable law, the Company’s Articles of Association, any agreement, a vote of shareholders or a resolution of directors, or otherwise. No right or remedy herein conferred is intended to be exclusive of any other right or remedy, and every other right and remedy shall be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other right or remedy.

8.2

Insurance and Subrogation

8.2.1

Indemnitee shall be covered by the Company’s D&O Liability Insurance in accordance with its or their terms to the maximum extent of the coverage available for such Indemnitee under such policy or policies. If at the time the Company receives notice of a claim hereunder, the Company has D&O Liability Insurance in effect, the Company shall give prompt notice of such Proceeding to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such Proceeding in accordance with the terms of such policies. The failure or refusal of any such insurer to pay any such amount shall not affect or impair the obligations of the Company under this Agreement.

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8.2.2

In the event of any payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee, who shall execute all papers required and take all action necessary to secure such rights, including execution of such documents as are necessary to enable the Company to bring suit to enforce such rights.

8.2.3

The Company shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable (or for which advancement is provided) hereunder if and to the extent that Indemnitee has actually received such payment under any insurance policy or other indemnity provision.

8.3

Indemnification from an Enterprise

The Company’s obligation to indemnify or advance Expenses hereunder to Indemnitee who is or was serving at the request of the Company as a director, officer, trustee, partner, managing member, fiduciary, board of directors’ committee member, employee or agent of any other Enterprise shall be reduced by any amount Indemnitee has actually received as indemnification or advancement of Expenses from such Enterprise.

8.4

Contribution

To the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement is unavailable to Indemnitee for any reason whatsoever which is not due to breach of this Agreement by Indemnitee, the Company, in lieu of indemnifying Indemnitee, shall contribute to the amount incurred by Indemnitee, whether for judgments, fines, penalties, excise taxes, amounts paid or to be paid in settlement and/or for Expenses, in connection with any claim relating to an indemnifiable event under this Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect (i) the relative benefits received by the Company and Indemnitee as a result of the event(s) and/or transaction(s) giving rise to such Proceeding; and (where applicable) (ii) the relative fault of the Company (and its directors, officers, employees and agents) and Indemnitee in connection with such event(s) and/or transaction(s).

8.5

Amendment

This Agreement may not be modified or amended except by a written instrument executed by or on behalf of each of the parties hereto. No amendment, alteration or repeal of this Agreement or of any provision hereof shall limit, restrict or reduce any right of Indemnitee under this Agreement in respect of any act or omission, or any event occurring, prior to such amendment, alteration or repeal.

8.6

Waivers

The observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively) by the party entitled to enforce such term only by a writing signed by the party against which such waiver is to be asserted. Unless otherwise expressly provided herein, no delay on the part of any party hereto in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any waiver on the part of any party hereto of any right, power or privilege hereunder operate as a waiver of any other right, power or privilege hereunder nor shall any single or partial exercise of any right, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, power or privilege hereunder.

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8.7

Entire Agreement

This Agreement and the documents referred to herein constitute the entire agreement between the parties hereto with respect to the matters covered hereby, and any other prior or contemporaneous oral or written understandings or agreements with respect to the matters covered hereby are superseded by this Agreement.

8.8

Severability

If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable for any reason whatsoever: (a) the validity, legality and enforceability of the remaining provisions of this Agreement (including each portion of any Section of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby and shall remain enforceable to the fullest extent permitted by law; (b) such provision or provisions shall be deemed reformed to the extent necessary to conform to applicable law and to give the maximum effect to the intent of the parties hereto; and (c) to the fullest extent possible, the provisions of this Agreement (including each portion of any Section of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested thereby.

8.9

Notices

All notices, requests, demands and other communications under this Agreement shall be in writing (which may be by facsimile or e-mail transmission). All such notices, requests and other communications shall be deemed received on the date of receipt by the recipient thereof if received prior to 5:00 p.m. in the place of receipt and such day is a business day in the place of receipt. Otherwise, any such notice, request or communication shall be deemed not to have been received until the next succeeding business day in the place of receipt. The address for notice to a party is as shown on the signature page of this Agreement, or such other address as any party shall have given by written notice to the other party as provided above.

8.10

Binding Effect

8.10.1

The Company expressly confirms and agrees that it has entered into this Agreement and assumed the obligations imposed on it hereby in order to induce Indemnitee to serve as a director or officer of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving as a director or officer of the Company.

8.10.2

This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors, assigns, including any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business and/or assets of the Company, spouses, heirs, and executors, administrators, personal and legal representatives. The Company shall require and cause any successor (whether direct or indirect by purchase, merger, consolidation or otherwise) to all or substantially all, or a substantial part of the business or assets of the Company, by written agreement in form and substance satisfactory to Indemnitee, expressly to assume and agree to perform this Agreement in the manner and to the same extent that the Company would be required to perform if no such succession had taken place.

8.10.3

The indemnification, contribution and advancement of Expenses provided by, or granted pursuant to this Agreement shall continue as to a person who has ceased to be a director or officer and shall inure to the benefit of the heirs, executors, administrators, legatees and

13 (15)

assigns of such a person until the latter of ten (10) years after the Indemnitee has ceased to have the Corporate Status or one (1) year after final termination of any relevant proceeding involving the Indemnitee.

8.11

Governing Law

This Agreement and the legal relations among the parties shall be governed by, and construed and enforced in accordance with, the laws of Finland, without regard to its conflict of laws rules.

8.12

Arbitration

Any dispute, controversy or claim arising out of or relating to this contract, or the breach, termination or validity thereof, shall be finally settled by arbitration in accordance with the Arbitration Rules of the Finland Chamber of Commerce. The number of arbitrators shall be one (1), unless the (i) the Parties agree otherwise or (ii) Arbitration Institute of the Finland Chamber of Commerce, taking into account the complexity of the case, the amount in dispute and other circumstances, determines, in its discretion, that the arbitral tribunal shall be composed of three (3) arbitrators. The seat of arbitration shall be Helsinki, Finland. The language of the arbitration shall be English, but evidence may be submitted in Finnish or English and witnesses heard in either of the said languages.

8.13

Headings

All headings in this Agreement are for convenience of reference only, and shall not be deemed to alter or affect the meaning or interpretation of any provisions hereof.

8.14

Counterparts

This Agreement may be executed in one or more counterparts, each of which shall for all purposes be deemed to be an original but all of which together shall constitute one and the same Agreement. Only one such counterpart signed by the party against whom enforceability is sought needs to be produced to evidence the existence of this Agreement.

8.15

Use of Certain Terms

As used in this Agreement, the words “herein,” “hereof,” and “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular paragraph, subparagraph, section, subsection, or other subdivision. Whenever the context may require, any pronoun used in this Agreement shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural and vice versa.

IN WITNESS WHEREOF, this Agreement has been duly executed and delivered to be effective as of the date first above written.

(Signatures to follow)

BIOTIE THERAPIES CORP.

By:

14 (15)

Title:

[•]

15 (15)

BIOTIE THERAPIES CORP. (NASDAQ:BITI)
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BIOTIE THERAPIES CORP. (NASDAQ:BITI)
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