Material Agreement Form 8 K

On August 7, 2024, Vanda Pharmaceuticals Inc., a Delaware corporation (the "Company"), entered into Amendment No. 2 (the "Amendment") to that certain Rights Agreement, dated as of April 17, 2024, as amended by that certain Amendment No. 1 to the Rights Agreement, dated as of May 3, 2024 ("Amendment No. 1"), in each case by and between the Company and Equiniti Trust Company, LLC, a limited trust company organized under the laws of the State of New York, as rights agent (as amended, the "Rights Agreement").

The Amendment (i) made certain punctuation corrections to the definition of "Acquiring Person" and (ii) amended and restated the definitions of "Acting in Concert" and "Beneficial Owner" to make certain clarifying changes. Copies of the original Rights Agreement and Amendment No. 1 were filed with the SEC on the Company's Current Reports on Form 8-Kas Exhibits 4.1 on April 17, 2024 and May 3, 2024, respectively.

The foregoing summary description of the terms of the Amendment does not purport to be complete and is qualified in its entirety by the full text of the Amendment, which is attached hereto as Exhibit 4.1 and is incorporated herein by reference.