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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
January 7, 2025
uniQure
N.V.
(Exact Name of Registrant as Specified in Charter)
| The Netherlands |
|
001-36294 |
|
N/A |
(State or Other
Jurisdiction of Incorporation) |
|
(Commission
File Number) |
|
(IRS Employer
Identification No.) |
Paasheuvelweg
25a,
1105 BP Amsterdam,
The Netherlands |
|
N/A |
| (Address of Principal Executive Offices) |
|
(Zip Code) |
Registrant’s telephone number, including
area code: +31-20-566-7394
(Former Name or Former Address, if Changed Since
Last Report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (see General Instruction A.2. below):
| ¨ | Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant
to Section 12(b) of the Act:
| Title of each class: |
|
Trading
Symbol(s) |
|
Name of each exchange on which
registered: |
Ordinary
Shares, par value €0.05 per share |
|
QURE |
|
The
Nasdaq Stock Market LLC
The Nasdaq Global Select Market |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 1.01. Entry Into a
Material Definitive Agreement.
On
January 7, 2025, uniQure N.V. (the “Company”) entered into an underwriting agreement (the “Underwriting
Agreement”) with Leerink Partners LLC, as representative of the several underwriters named therein (the
“Underwriters”), relating to an underwritten public offering (the “Offering”) of 4,411,764 ordinary shares
of the Company (the “Firm Shares”), at a price to the public of $17.00 per ordinary share. Under the terms of the
Underwriting Agreement, the Company also granted the Underwriters an option, exercisable for 30 days from the date of the
Underwriting Agreement, to purchase up to an additional 661,764 ordinary shares of the Company (the
“Optional Shares” and together with the Firm Shares, the “Shares”) at the public offering price less the
underwriting discounts and commissions.
The Company
estimates that the net proceeds from the Offering will be approximately $70.1 million, or approximately $80.7 million if the Underwriters
exercise in full their option to purchase the Optional Shares, in each case, after deducting underwriting discounts and commissions and
estimated offering expenses.
The Shares
will be issued pursuant to a prospectus supplement dated January 7, 2025, and an accompanying base prospectus that form a part of
the registration statement on Form S-3 that the Company filed with the Securities and Exchange Commission on January 7, 2025 (File No. 333-284168), which was automatically effective upon its filing. The closing of the Offering
is expected to take place on or about January 10, 2025, subject to the satisfaction of customary closing conditions.
The
Underwriting Agreement contains customary representations, warranties, covenants and agreements by the Company, customary conditions
to closing, indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act of 1933, as amended,
other obligations of the parties and termination provisions.
A copy
of the Underwriting Agreement is attached as Exhibit 1.1 hereto and is incorporated herein by reference. The foregoing description
of the terms of the Underwriting Agreement is qualified in its entirety by reference to such exhibit.
The legal
opinion of Rutgers & Posch N.V as to the legality of the Shares being offered is being filed as Exhibit 5.1 to this Current
Report on Form 8-K.
On January 8, 2025, the Company issued a press
release entitled “uniQure Announces Pricing of its Public Offering.” The full text of the press release is filed herewith
as Exhibit 99.1 and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| |
UNIQURE N.V. |
| |
|
|
| Date: January 8, 2025 |
By: |
/s/ Jeannette Potts |
| |
|
JEANNETTE POTTS |
| |
|
Chief Legal and Compliance Officer |
Exhibit 1.1
Execution Version
uniQure N.V.
4,411,764 Ordinary Shares
Underwriting Agreement
January 7, 2025
Leerink Partners LLC
53 State Street, 40th Floor
Boston, Massachusetts 02109
As representative (the “Representative”)
of the several Underwriters
named in Schedule I hereto
Ladies and Gentlemen:
uniQure N.V., a Dutch public
company with limited liability (naamloze vennootschap) (the “Company”), proposes, subject to the terms and conditions
stated in this underwriting agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I
hereto (the “Underwriters”) an aggregate of 4,411,764 shares (the “Firm Shares”) of the Company’s
ordinary shares, nominal value €0.05 per share (the “Ordinary Shares”). In addition, the Company has granted to
the Underwriters an option to purchase up to 661,764 additional Ordinary Shares (the “Optional Shares”). The Firm Shares
and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the “Shares.”
1. The
Company represents and warrants to, and agrees with, each of the Underwriters that:
(a) An
“automatic shelf registration statement” as defined under Rule 405 under the Securities Act of 1933, as amended (the
“Act”), on Form S-3 (File No. 333-284168) in respect of the Shares has been filed with the Securities and
Exchange Commission (the “Commission”) not earlier than three years prior to the date hereof; such registration statement,
and any post-effective amendment thereto, became effective on filing; and no stop order suspending the effectiveness of such registration
statement or any part thereof has been issued and no proceeding for that purpose has been initiated or threatened by the Commission, and
no notice of objection of the Commission to the use of such registration statement or any post-effective amendment thereto pursuant to
Rule 401(g)(2) under the Act has been received by the Company (the base prospectus filed as part of such registration statement,
in the form in which it has most recently been filed with the Commission on or prior to the date of this Agreement, is hereinafter called
the “Basic Prospectus”; any preliminary prospectus (including any preliminary prospectus supplement) relating to the
Shares filed with the Commission pursuant to Rule 424(b) under the Act is hereinafter called a “Preliminary Prospectus”;
the various parts of such registration statement, including all exhibits thereto and including any prospectus supplement relating to the
Shares that is filed with the Commission and deemed by virtue of Rule 430B to be part of such registration statement, each as amended
at the time such part of the registration statement became effective, are hereinafter collectively called the “Registration Statement”;
the Basic Prospectus, as amended and supplemented immediately prior to the Applicable Time (as defined in Section 1(c) hereof),
is hereinafter called the “Pricing Prospectus”; the form of the final prospectus relating to the Shares filed with
the Commission pursuant to Rule 424(b) under the Act in accordance with Section 5(a) hereof is hereinafter called
the “Prospectus”; any reference herein to the Registration Statement, Basic Prospectus, the Pricing Prospectus, any
Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant
to Item 12 of Form S-3 under the Act, as of the effective date of such prospectus or the Registration Statement; any reference to
any amendment or supplement to the Basic Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include
any post-effective amendment to the Registration Statement, any prospectus supplement relating to the Shares filed with the Commission
pursuant to Rule 424(b) under the Act and any documents filed under the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), and incorporated therein, in each case after the date of the Basic Prospectus, such Preliminary Prospectus, or the Prospectus,
as the case may be; any reference to any amendment to the Registration Statement shall be deemed to refer to and include any annual report
of the Company filed pursuant to Section 13(a) or 15(d) of the Exchange Act after the effective date of the Registration
Statement that is incorporated by reference in the Registration Statement; any oral or written communication with potential investors
undertaken in reliance on Rule 163B under the Act is hereinafter called a “Testing-the-Waters Communication”;
and any Testing-the-Waters Communication that is a written communication within the meaning of Rule 405 under the Act is hereinafter
called a “Written Testing-the-Waters Communication”; and any “issuer free writing prospectus” as defined
in Rule 433 under the Act relating to the Shares is hereinafter called an “Issuer Free Writing Prospectus”).
(b) (A) No
order preventing or suspending the use of any Preliminary Prospectus or any Issuer Free Writing Prospectus has been issued by the Commission,
and (B) each Preliminary Prospectus, at the time of filing thereof, conformed in all material respects to the requirements of the
Act and the rules and regulations of the Commission thereunder, and did not contain an untrue statement of a material fact or omit
to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading; provided, however, that this representation and warranty shall not apply to any statements
or omissions made in reliance upon and in conformity with the Underwriter Information (as defined in Section 9(b)).
(c) For
the purposes of this Agreement, the “Applicable Time” is 7:00 p.m. (Eastern time) on the date of this Agreement.
The Pricing Prospectus, as supplemented by the information listed on Schedule II(c) hereto, taken together (collectively, the “Pricing
Disclosure Package”), as of the Applicable Time did not, and as of each Time of Delivery (as defined in Section 4(a) of
this Agreement) will not, include any untrue statement of a material fact or omit to state any material fact necessary in order to make
the statements therein, in the light of the circumstances under which they were made, not misleading; and each Issuer Free Writing Prospectus
and each Written Testing-the-Waters Communication does not conflict with the information contained in the Registration Statement, the
Pricing Prospectus or the Prospectus and each Issuer Free Writing Prospectus and each Written Testing-the-Waters Communication as supplemented
by and taken together with the Pricing Disclosure Package as of the Applicable Time, did not, and as of each Time of Delivery will not,
include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein,
in the light of the circumstances under which they were made, not misleading; provided, however, that this representation and warranty
shall not apply to statements or omissions made in an Issuer Free Writing Prospectus in reliance upon and in conformity with the Underwriter
Information.
(d) The
documents incorporated by reference in the Pricing Prospectus and the Prospectus, when they became effective or were filed with the Commission,
as the case may be, conformed in all material respects to the requirements of the Act or the Exchange Act, as applicable, and the rules and
regulations of the Commission thereunder, and none of such documents contained an untrue statement of a material fact or omitted to state
a material fact required to be stated therein or necessary to make the statements therein not misleading; any further documents so filed
and incorporated by reference in the Pricing Prospectus and the Prospectus or any further amendment or supplement thereto, when such documents
become effective or are filed with the Commission, as the case may be, will conform in all material respects to the requirements of the
Act or the Exchange Act, as applicable, and the rules and regulations of the Commission thereunder and will not contain an untrue
statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein
not misleading; provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance
upon and in conformity with the Underwriter Information; and no such documents were filed with the Commission since the Commission’s
close of business on the business day immediately prior to the date of this Agreement and prior to the execution of this Agreement, except
as set forth on Schedule II(c) hereto.
(e) The
Registration Statement conforms, and the Prospectus and any further amendments or supplements to the Registration Statement and the Prospectus
will conform, in all material respects to the requirements of the Act and the rules and regulations of the Commission thereunder
and do not and will not, as of the applicable effective date as to each part of the Registration Statement, as of the applicable filing
date as to the Prospectus and any amendment or supplement thereto, and as of each Time of Delivery, contain an untrue statement of a material
fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided,
however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity
with the Underwriter Information.
(f) This
Agreement has been duly authorized, executed and delivered by the Company.
(g) The
Shares have been duly authorized for issuance and sale pursuant to this Agreement and, when issued and delivered by the Company against
payment therefor pursuant to this Agreement, will be validly issued and fully paid, and the issuance and sale of the Shares is not subject
to any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase the Shares, other than statutory
preemptive rights in relation to the Shares that have been validly excluded or other rights that have been validly waived. Upon the sale
and delivery to the Underwriters of the Shares, and payment therefor, the Underwriters will acquire good, marketable and valid title to
such Shares, free and clear of all pledges, liens, security interests, charges, claims or encumbrances.
(h) There
are no persons with registration or other similar rights to have any equity or debt securities registered for sale under the Registration
Statement or included in the offering contemplated by this Agreement, except for such rights as have been duly waived.
(i) Except
as otherwise disclosed in the Registration Statement, the Pricing Prospectus and the Prospectus, subsequent to the respective dates as
of which information is given in the Registration Statement, the Pricing Prospectus and the Prospectus: (i) there has been no material
adverse change, or any development that could reasonably be expected to result in a material adverse change, in the condition, financial
or otherwise, or in the earnings, business, properties, operations, assets, liabilities or prospects, whether or not arising from transactions
in the ordinary course of business, of the Company and its subsidiaries, considered as one entity; (ii) the Company and its subsidiaries,
considered as one entity, have not incurred any material liability or obligation, indirect, direct or contingent, including without limitation
any losses or interference with its business from fire, explosion, flood, earthquakes, accident or other calamity, whether or not covered
by insurance, or from any strike, labor dispute or court or governmental action, order or decree, that are material, individually or in
the aggregate, to the Company and its subsidiaries, considered as one entity, or, except as otherwise disclosed in the Registration Statement,
the Pricing Prospectus and the Prospectus, has entered into any material transactions not in the ordinary course of business; and (iii) there
has not been any material decrease in the share capital or any material increase in any short-term or long-term indebtedness of the Company
or its subsidiaries and there has been no dividend or distribution of any kind declared, paid or made by the Company or, except for dividends
paid to the Company or other subsidiaries, by any of the Company’s subsidiaries on any class of shares, or any repurchase or redemption
by the Company or any of its subsidiaries of any class of shares.
(j) KPMG
Accountants N.V., which has expressed its opinion with respect to the financial statements (which term as used in this Agreement includes
the related notes thereto) and supporting schedules filed with the Commission as a part of the Registration Statement, the Pricing Prospectus
and the Prospectus, is (i) an independent registered public accounting firm as required by the Act, the Exchange Act, and the rules of
the Public Company Accounting Oversight Board (“PCAOB”), (ii) in compliance with the applicable requirements relating
to the qualification of accountants under Rule 2-01 of Regulation S-X under the Act and (iii) a registered public accounting
firm as defined by the PCAOB whose registration has not been suspended or revoked and who has not requested such registration to be withdrawn.
(k) The
financial statements filed with the Commission as a part of the Registration Statement, the Pricing Prospectus and the Prospectus present
fairly the consolidated financial position of the Company and its subsidiaries as of the dates indicated and the results of their operations,
changes in shareholders’ equity and cash flows for the periods specified. Such financial statements have been prepared in conformity
with generally accepted accounting principles in the United States of America (“GAAP”) applied on a consistent basis
throughout the periods involved, except as may be expressly stated in the related notes thereto. The interactive data in eXtensible Business
Reporting Language included or incorporated by reference in the Registration Statement fairly presents the information called for in all
material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto. No other
financial statements or supporting schedules are required to be included in the Registration Statement, the Pricing Prospectus or the
Prospectus. To the extent applicable, any pro forma financial statements or data included or incorporated by reference in the Registration
Statement, the Pricing Prospectus and the Prospectus comply with the requirements of Regulation S-X of the Act, including, without limitation,
Article 11 thereof, and the assumptions used in the preparation of such pro forma financial statements and data are reasonable, the
pro forma adjustments used therein are appropriate to give effect to the circumstances referred to therein and the pro forma adjustments
have been properly applied to the historical amounts in the compilation of those statements and data. The other financial data set forth
or incorporated by reference in the Registration Statement, the Pricing Prospectus and the Prospectus is accurately presented and prepared
on a basis consistent with the financial statements and books and records of the Company. The Company and its subsidiaries do not have
any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations or any “variable interest
entities” as that term is used in Accounting Standards Codification Paragraph 810-10-25-20), not disclosed in the Registration Statement,
the Pricing Prospectus and the Prospectus. All disclosures contained in the Registration Statement, any preliminary prospectus, the Prospectus
and any free writing prospectus that constitute non-GAAP financial measures (as defined by the rules and regulations under the Act
and the Exchange Act) comply with Regulation G under the Exchange Act and Item 10 of Regulation S-K under the Act, as applicable. To the
Company’s knowledge, no person who has been suspended or barred from being associated with a registered public accounting firm,
or who has failed to comply with any sanction pursuant to Rule 5300 promulgated by the PCAOB, has participated in or otherwise aided
the preparation of, or audited, the financial statements, supporting schedules or other financial data filed with the Commission as a
part of the Registration Statement, the Pricing Prospectus and the Prospectus.
(l) The
Company and each of its subsidiaries make and keep accurate books and records and maintain a system of internal accounting controls sufficient
to provide reasonable assurance that: (i) transactions are executed in accordance with management’s general or specific authorization;
(ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP as issued by the
Financial Accounting Standards Board and to maintain accountability for assets; (iii) access to assets is permitted only in accordance
with management’s general or specific authorization; (iv) the recorded accountability for assets is compared with existing
assets at reasonable intervals and appropriate action is taken with respect to any differences; and (v) the interactive data in eXtensible
Business Reporting Language included or incorporated by reference in the Registration Statement, the Pricing Prospectus and the Prospectus
fairly presents the information called for in all material respects and is prepared in accordance with the Commission’s rules and
guidelines applicable thereto.
(m) Except
as disclosed in the Registration Statement, the Pricing Prospectus and the Prospectus, the Company has established and maintains disclosure
controls and procedures (as defined in Rules 13a-15 and 15d-15 under the Exchange Act), which (i) are designed to ensure that
material information relating to the Company, including its consolidated subsidiaries, is made known to the Company’s principal
executive officer and its principal financial officer by others within those entities, particularly during the periods in which the periodic
reports required under the Exchange Act are being prepared; (ii) have been evaluated by management of the Company for effectiveness
as of the end of the Company’s most recent fiscal quarter; and (iii) are effective in all material respects to perform the
functions for which they were established. Except as otherwise disclosed in the Registration Statement, the Pricing Prospectus and the
Prospectus, since the end of the Company’s most recent audited fiscal year, there has been no material weakness in the Company’s
internal control over financial reporting (whether or not remediated) and no change in the Company’s internal control over financial
reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial
reporting. The Company is not aware of any change in its internal control over financial reporting that has occurred during its most recent
fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial
reporting.
(n) The
Company has been duly organized and is validly existing as a public company with limited liability under the laws of The Netherlands and
has the power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement,
the Pricing Prospectus and the Prospectus and to enter into and perform its obligations under this Agreement. The Company is duly qualified
to transact business and is in good standing (where such concept exists) in each other jurisdiction in which such qualification is required,
whether by reason of the ownership or leasing of property or the conduct of business.
(o) Each
of the Company’s “subsidiaries” (for purposes of this Agreement, as defined in Rule 405 under the Act) has been
duly organized and is validly existing in good standing (where such concept exists) under the laws of the jurisdiction of its organization
and has the power and authority to own, lease and operate its properties and to conduct its business as described in the Registration
Statement, the Pricing Prospectus and the Prospectus. Each of the Company’s subsidiaries is duly qualified to transact business
and is in good standing (where such concept exists) in each jurisdiction in which such qualification is required, whether by reason of
the ownership or leasing of property or the conduct of business, except where failure to be so qualified or in good standing could not
reasonably be expected, individually or in the aggregate, to have a material adverse effect on the condition (financial or other), earnings,
business, properties, operations, assets, liabilities or prospects of the Company and its subsidiaries, considered as one entity (a “Material
Adverse Effect”). All of the issued and outstanding share capital or other equity or ownership interests of each of the Company’s
subsidiaries has been duly authorized and validly issued, is fully paid and nonassessable (where such concept exists) and is owned by
the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance or adverse
claim, except as disclosed in the Registration Statement, the Pricing Prospectus and the Prospectus. The Company does not own or control,
directly or indirectly, any corporation, association or other entity other than the subsidiaries listed in or on an exhibit to the Registration
Statement.
(p) The
authorized and issued share capital of the Company is as set forth in the Registration Statement, the Pricing Prospectus and the Prospectus
under the caption “Description of Ordinary Shares and Articles of Association” (other than for subsequent issuances, if any,
pursuant to employee benefit plans, or upon the exercise of outstanding options or warrants, in each case described in the Registration
Statement, the Pricing Prospectus and the Prospectus). The share capital of the Company conforms in all material respects to the description
thereof contained in the Pricing Prospectus. All of the issued Ordinary Shares have been duly authorized and validly issued and are fully
paid and have been issued in compliance with all Dutch or United States federal, state and local securities laws. None of the outstanding
Ordinary Shares was issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or
purchase securities of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal
or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any share capital of the
Company or any of its subsidiaries other than those described in the Registration Statement, the Pricing Prospectus and the Prospectus.
The descriptions of the Company’s share option and other share plans or arrangements, and the options or other rights granted thereunder,
set forth in the Registration Statement, the Pricing Prospectus and the Prospectus accurately and fairly presents the information required
to be shown with respect to such plans, arrangements, options and rights.
(q) The
Shares are registered pursuant to Section 12(b) or 12(g) of the Exchange Act and are listed on The Nasdaq Global Select
Market (“Nasdaq”), and the Company has taken no action designed to, or likely to have the effect of, terminating the
registration of the Shares under the Exchange Act or delisting the Shares from Nasdaq, nor has the Company received any notification that
the Commission or Nasdaq is contemplating terminating such registration or listing. To the Company’s knowledge, it is in compliance
with all applicable listing requirements of Nasdaq.
(r) Neither
the Company nor any of its subsidiaries is in violation of its articles of association or bylaws, partnership agreement or operating agreement
or similar organizational documents, as applicable, or is in default (or, with the giving of notice or lapse of time, would be in default)
(“Default”) under any indenture, loan, credit agreement, note, lease, license agreement, contract, franchise or other
instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing,
guaranteeing, securing or relating to indebtedness) to which the Company or any of its subsidiaries is a party or by which it or any of
them may be bound, or to which any of their respective properties or assets are subject (each, an “Existing Instrument”),
except for such Defaults as could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. The
Company’s execution, delivery and performance of this Agreement, consummation of the transactions contemplated hereby and by the
Registration Statement, the Pricing Prospectus and the Prospectus and the issuance and sale of the Shares (including the use of proceeds
from the sale of the Shares as described in the Registration Statement, the Pricing Prospectus and the Prospectus under the caption “Use
of Proceeds”) (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions
of the articles of association or bylaws, partnership agreement or operating agreement or similar organizational documents, as applicable,
of the Company or any subsidiary (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering
Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets
of the Company or any of its subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument, except as
could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect and (iii) will not result in
any violation of any law, administrative regulation or administrative or court decree applicable to the Company or any of its subsidiaries.
No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority
or agency, is required for the Company’s execution, delivery and performance of this Agreement and consummation of the transactions
contemplated hereby and by the Registration Statement, the Pricing Prospectus and the Prospectus, except such as have been obtained or
made by the Company and are in full force and effect under the Act and such as may be required under applicable state securities or blue
sky laws or FINRA (as defined below). As used herein, a “Debt Repayment Triggering Event” means any event or condition
which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness
(or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion
of such indebtedness by the Company or any of its subsidiaries.
(s) The
Company and its subsidiaries have been and are in compliance with all applicable laws, rules and regulations, except where failure
to be so in compliance could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.
(t) Except
as otherwise disclosed in the Registration Statement, the Pricing Prospectus and the Prospectus, there is no action, suit, proceeding,
inquiry or investigation brought by or before any governmental entity now pending or, to the knowledge of the Company, threatened, against
or affecting the Company or any of its subsidiaries, which could reasonably be expected, individually or in the aggregate, to have a Material
Adverse Effect or materially and adversely affect the consummation of the transactions contemplated by this Agreement or the performance
by the Company of its obligations hereunder; and the aggregate of all pending legal or governmental proceedings to which the Company or
any such subsidiary is a party or of which any of their respective properties or assets is the subject, including ordinary routine litigation
incidental to the business, if determined adversely to the Company, could not reasonably be expected to have a Material Adverse Effect.
No material labor dispute with the employees of the Company or any of its subsidiaries, or with the employees of any principal supplier,
manufacturer, customer or contractor of the Company, exists or, to the knowledge of the Company, is threatened or imminent.
(u) There
is no franchise, contract, agreement or other document of a character required to be described in the Registration Statement, the Pricing
Prospectus or the Prospectus, or to be filed as an exhibit to the Registration Statement or filing under the Exchange Act, which is not
described or filed as required; and the statements set forth or incorporated by reference in the Pricing Prospectus and the Prospectus
under the headings “Material Dutch and U.S. Federal Income Tax Considerations”, “Risk Factors”, “Business—Intellectual
Property”, “Business—Licenses”, “Business—Government Regulation and Reimbursement”, “Legal
Matters”, “Description of Ordinary Shares” and “Book Entry Procedures and Settlement”, insofar as such statements
summarize legal matters, agreements, documents or proceedings discussed therein, are accurate and fair summaries of such legal matters,
agreements, documents or proceedings in all material respects. Neither the Company nor any of its subsidiaries has sent or received any
communication regarding termination of, or intent not to renew, any of the contracts or agreements referred to or described in any preliminary
prospectus, the Pricing Prospectus or the Prospectus or any free writing prospectus, or referred to or described in, or filed as an exhibit
to, the Registration Statement, or any filing under the Exchange Act, and no such termination or non-renewal has been threatened by the
Company or any of its subsidiaries or, to the Company’s knowledge, any other party to any such contract or agreement, which threat
of termination or non-renewal has not been rescinded as of the date hereof.
(v) The
Company and its subsidiaries own, or have obtained valid and enforceable licenses to, the inventions, patent applications, patents, trademarks,
trade names, service names, copyrights, trade secrets and other intellectual property (i) that are described in the Registration
Statement, the Pricing Prospectus and the Prospectus as being owned or licensed by them or (ii) except as otherwise disclosed in
the Registration Statement, the Pricing Prospectus and the Prospectus, which are necessary for the conduct of their respective businesses
as currently conducted or as currently proposed to be conducted (collectively, “Intellectual Property”). To the Company’s
knowledge and except as otherwise disclosed in the Registration Statement, the Pricing Prospectus and the Prospectus: (i) there are
no third parties who have rights to any Intellectual Property, except (A) for Intellectual Property licensed pursuant to non-exclusive
licenses or sublicenses, and (B) for retained rights and customary reversionary rights of third-party licensors with respect, in
the cases of clauses (A) and (B) above, to Intellectual Property that is disclosed in the Registration Statement, the Pricing
Prospectus and the Prospectus as licensed to the Company or one of its subsidiaries; and (ii) there is no infringement by third parties
of any Intellectual Property. Except as otherwise disclosed in the Registration Statement, the Pricing Prospectus and the Prospectus,
there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (A) challenging
the Company’s rights in or to any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis
for any such action, suit, proceeding or claim; (B) challenging the validity, enforceability or scope of any Intellectual Property,
and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; or (C) asserting
that the Company or any of its subsidiaries infringes or otherwise violates, or would, upon the commercialization of any product or service
described in the Registration Statement, the Pricing Prospectus and the Prospectus as under clinical development, infringe or violate,
any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others, and the Company is unaware
of any facts which would form a reasonable basis for any such action, suit, proceeding or claim. Except as could not reasonably be expected,
individually or in the aggregate, to have a Material Adverse Effect, the Company and its subsidiaries have complied with the terms of
each agreement pursuant to which Intellectual Property has been licensed to the Company or any subsidiary, and all such agreements are
in full force and effect. Except as disclosed in the Registration Statement, the Pricing Prospectus and the Prospectus, the product candidates
described in the Registration Statement, the Pricing Prospectus and the Prospectus as under clinical development by the Company or any
subsidiary fall within the scope of the claims of one or more patents owned by, or exclusively licensed to, the Company or any subsidiary,
to the extent applicable.
(w) The
Company and its subsidiaries possess such valid and current certificates, authorizations or permits required by United States federal,
state or Dutch regulatory agencies or bodies to conduct their respective businesses as currently conducted and as described in the Registration
Statement, the Pricing Prospectus or the Prospectus (“Permits”). Neither the Company nor any of its subsidiaries is
in violation of, or in default under, any of the Permits or has received any notice of proceedings relating to the revocation or modification
of, or non-compliance with, any such certificate, authorization or permit, which, individually or in the aggregate, if the subject of
an unfavorable decision, ruling or finding, could reasonably be expected to result in a Material Adverse Effect.
(x) The
Company and its subsidiaries has or had as of the date indicated good and marketable title to all of the real and personal property and
other assets (other than Intellectual Property) reflected as owned in the financial statements referred to in Section 1(l) above
(or elsewhere in the Registration Statement, the Pricing Prospectus or the Prospectus), in each case free and clear of any security interests,
mortgages, liens, encumbrances, equities, adverse claims and other defects, except as otherwise disclosed in the Registration Statement,
the Pricing Prospectus and the Prospectus or as are not material and do not materially interfere with the use made or proposed to be made
of such property by the Company or such subsidiary. The real property, improvements, equipment and personal property held under lease
by the Company or any of its subsidiaries are held under valid and enforceable leases with respect to the Company, with such exceptions
as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment
or personal property by the Company or such subsidiary.
(y) The
Company and its subsidiaries have filed all United States federal, state and non-U.S. (including Dutch) income and franchise tax returns
that are required to have been filed by them or have properly requested extensions thereof and have paid all taxes required to be paid
by any of them and, if due and payable, any related or similar assessment, fine or penalty levied against any of them except (i) as
may be being contested in good faith and by appropriate proceedings and (ii) where the failure to file could not, individually or
in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company has made adequate charges, accruals and reserves
in the applicable financial statements referred to in Section 1(l) above in respect of all United States federal, state and
non-U.S. (including Dutch) income and franchise taxes for all periods as to which any expected or asserted tax liability of the Company
or any of its subsidiaries has not been finally determined.
Except for any net income
taxes imposed on the Underwriters by The Netherlands or any political subdivision or taxing authority thereof or therein having the power
to tax as a result of any present or former connection between the Underwriters and The Netherlands, no taxes on income or capital gains
and no transaction, stamp, capital or other issuance, registration, transfer or withholding tax or duty is payable in The Netherlands
or any other jurisdiction in which the Company is resident or treated as doing business in for tax purposes by or on behalf of the Underwriters
to any taxing authority in connection with (i) the issuance, sale and delivery of the Shares by the Company in the manner contemplated
herein; (ii) the purchase from the Company, and the initial sale and delivery by the Underwriters of the Shares to purchasers thereof
as contemplated herein; or (iii) the execution and delivery of this Agreement or any other document to be furnished hereunder. Each
of the Company and its subsidiaries is and has been tax resident only in its jurisdiction of incorporation and has not, at any time, been
resident or had any branch, agency or permanent establishment in any other jurisdiction for tax purposes and no tax authority has ever
sought to assert the same.
Neither the Company nor any
of its subsidiaries has entered into any transaction that is set out in Annex IV of the Council Directive of 25 May 2018 (2018/822/EU)
amending Directive 2011/16/EU. All payments made by the Company to the Underwriters under this Agreement will not be subject to withholding
taxes under the laws and regulations of The Netherlands or any political subdivision or taxing authority thereof or therein and may be
made without the necessity of obtaining any governmental authorization in The Netherlands or any political subdivision or taxing authority
thereof or therein.
(z) Each
of the Company and its subsidiaries are insured by recognized and reputable institutions with policies in such amounts and with such deductibles
and covering such risks as are generally deemed adequate and customary for their businesses including, but not limited to, policies covering
real and personal property owned or leased by the Company and its subsidiaries against theft, damage, destruction, acts of vandalism and
earthquakes and policies covering the Company and its subsidiaries for clinical trial liability claims. The Company has no reason to believe
that it or any of its subsidiaries will not be able (i) to renew its existing insurance coverage as and when such policies expire
or (ii) to obtain comparable coverage from similar institutions as may be necessary or appropriate to conduct its business as now
conducted and at a cost that could not reasonably be expected to have a Material Adverse Effect. Neither the Company nor any of its subsidiaries
has been denied any material insurance coverage which it has sought or for which it has applied.
(aa) Except
as could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect: (i) neither the Company
nor any of its subsidiaries is in violation of any United States federal, state, local or Dutch statute, law, rule, regulation, ordinance,
code, policy or rule of common law or any judicial or administrative interpretation thereof, including any judicial or administrative
order, consent, decree or judgment, relating to pollution or protection of human health, the environment (including, without limitation,
ambient air, surface water, groundwater, land surface or subsurface strata) or wildlife, including, without limitation, laws and regulations
relating to the release or threatened release of chemicals, pollutants, contaminants, wastes, toxic substances, hazardous substances,
petroleum or petroleum products (collectively, “Hazardous Materials”) or to the manufacture, processing, distribution,
use, treatment, storage, disposal, transport or handling of Hazardous Materials (collectively, “Environmental Laws”);
(ii) the Company and its subsidiaries have all material permits, authorizations and approvals required under any applicable Environmental
Laws and are in compliance with their requirements; (iii) there are no pending or, to the Company’s knowledge, threatened administrative,
regulatory or judicial actions, suits, demands, demand letters, claims, liens, notices of noncompliance or violation, investigation or
proceedings relating to any Environmental Law against the Company or any of its subsidiaries; and (iv) to the Company’s knowledge,
there are no events or circumstances that might reasonably be expected to form the basis of an order for clean-up or remediation, or an
action, suit or proceeding by any private party or governmental body or agency, against or affecting the Company or any of its subsidiaries
relating to Hazardous Materials or any Environmental Laws.
(bb) The
Company and its subsidiaries and any “employee benefit plan” (as defined under the Employee Retirement Income Security Act
of 1974, as amended, and the regulations and published interpretations thereunder (collectively, “ERISA”)) established
or maintained by the Company, its subsidiaries or their “ERISA Affiliates” (as defined below) are in compliance in all material
respects with ERISA, to the extent applicable. “ERISA Affiliate” means, with respect to the Company or any of its subsidiaries,
any member of any group of organizations described in Sections 414(b), (c), (m) or (o) of the Internal Revenue Code of 1986,
as amended, and the regulations and published interpretations thereunder (the “Code”) of which the Company or such
subsidiary is a member. No “reportable event” (as defined under ERISA) has occurred or is reasonably expected to occur with
respect to any “employee benefit plan” established or maintained by the Company, its subsidiaries or any of their ERISA Affiliates.
No “employee benefit plan” established or maintained by the Company, its subsidiaries or any of their ERISA Affiliates, if
such “employee benefit plan” were terminated, would have any “amount of unfunded benefit liabilities” (as defined
under ERISA). Neither the Company, its subsidiaries nor any of their ERISA Affiliates has incurred or reasonably expects to incur any
liability under (i) Title IV of ERISA with respect to termination of, or withdrawal from, any “employee benefit plan”
or (ii) Sections 412, 4971, 4975 or 4980B of the Code. Each employee benefit plan established or maintained by the Company, its subsidiaries
or any of their ERISA Affiliates that is intended to be qualified under Section 401(a) of the Code is so qualified and nothing
has occurred, whether by action or failure to act, which would cause the loss of such qualification.
(cc) The
Company is not and, after giving effect to the offering and sale of the Shares and the application of the proceeds thereof as described
in the Registration Statement, the Pricing Prospectus and the Prospectus, will not be an “investment company” as defined in
the Investment Company Act of 1940, as amended. Based on the Company’s current estimates and characterization of its gross income
and its gross assets, and the nature of its business and its current business plan, the Company believes that it is, as of the date of
this Agreement, and will continue to be, immediately after giving effect to the sale of the Shares contemplated by this Agreement, a “passive
foreign investment company,” as such term is defined in the Code. Neither the Company nor any subsidiary of the Company is, and,
after giving effect to the offering and sale of the Shares and the application of the proceeds thereof as described in the Registration
Statement, the Pricing Prospectus and the Prospectus, none of them will be, a “controlled foreign corporation” as defined
by the Code.
(dd) Neither
the Company nor any of its subsidiaries has taken, directly or indirectly, any action designed to or that might reasonably be expected
to cause or result in stabilization or manipulation of the price of the Shares or of any “reference security” (as defined
in Rule 100 of Regulation M under the Exchange Act (“Regulation M”)) with respect to the Shares, whether to facilitate
the sale or resale of the Shares or otherwise, and has taken no action which would directly or indirectly violate Regulation M.
(ee) There
are no business relationships or related-party transactions involving the Company or any of its subsidiaries or any other person required
to be described in the Registration Statement, the Pricing Prospectus or the Prospectus that have not been described as required.
(ff) The
offering of the Shares pursuant to this Agreement qualifies for the exemption from the filing requirements of Rule 5110 of the Financial
Industry Regulatory Authority, Inc. (“FINRA”) afforded by FINRA Rule 5110(b)(7)(C)(i). All of the information
provided to the Underwriters or to counsel for the Underwriters by the Company, its counsel, its directors, its senior managers and the
holders of any securities (debt or equity) or options to acquire any securities of the Company in connection with the offering of the
Shares is true, complete, correct and compliant with FINRA’s rules and any letters, filings or other supplemental information
provided to FINRA pursuant to FINRA Rules or NASD Conduct Rules is true, complete and correct.
(gg) The
Company has furnished to the Underwriters a letter agreement substantially in the form attached hereto as Exhibit A (the “Lock-up
Agreement”) from each of the persons listed on Exhibit B. Such Exhibit B lists under an appropriate
caption the non-executive directors and executive officers of the Company. If any additional persons shall become directors or executive
officers of the Company prior to the end of the Company Lock-up Period (as defined below), the Company shall cause each such person, prior
to or contemporaneously with their appointment or election as a director or executive officer of the Company, to execute and deliver to
the Underwriters a Lock-up Agreement.
(hh) All
statistical, demographic and market-related data included in the Registration Statement, the Pricing Prospectus or the Prospectus, if
any, are based on or derived from sources that the Company believes, after reasonable inquiry, to be reliable and accurate. To the extent
required, the Company has obtained the written consent to the use of such data from such sources.
(ii) Neither
the Company nor any of its subsidiaries nor, to the best of the Company’s knowledge, any employee or agent of the Company or any
subsidiary, has made any contribution or other payment to any official of, or candidate for, any United States federal, state or foreign
office in violation of any law or of the character required to be disclosed in the Registration Statement, the Pricing Prospectus or the
Prospectus.
(jj) Neither
the Company nor any of its subsidiaries nor, to the knowledge of the Company, any director, officer, agent, employee, affiliate or other
person acting on behalf of the Company or any of its subsidiaries has, in the course of its actions for, or on behalf of, the Company
or any of its subsidiaries (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expenses
relating to political activity; (ii) made any direct or indirect unlawful payment to any domestic government official, “foreign
official” (as defined in the United States Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations
thereunder (collectively, the “FCPA”) or employee from corporate funds; (iii) violated or is in violation of any
provision of the FCPA or any applicable non-United States anti-bribery statute or regulation; or (iv) made any unlawful bribe, rebate,
payoff, influence payment, kickback or other unlawful payment to any domestic government official, such foreign official or employee;
and the Company and its subsidiaries and, to the knowledge of the Company, the Company’s affiliates have conducted their respective
businesses in compliance with the FCPA and have instituted and maintain policies and procedures designed to ensure, and which are reasonably
expected to continue to ensure, continued compliance therewith.
(kk) The
operations of the Company and its subsidiaries are, and have been conducted at all times, in compliance with applicable financial recordkeeping
and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended, the money laundering statutes of
all applicable jurisdictions, the rules and regulations thereunder and any related or similar applicable rules, regulations or guidelines,
issued, administered or enforced by any governmental agency (collectively, the “Money Laundering Laws”) and no action,
suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of
its subsidiaries with respect to the Money Laundering Laws is pending or, to the best knowledge of the Company, threatened.
(ll) Neither
the Company nor any of its subsidiaries nor, to the knowledge of the Company, after due inquiry, any director, officer, agent, employee,
affiliate or person acting on behalf of the Company or any of its subsidiaries is currently subject to any sanctions administered by the
United States Government (including, without limitation, the Office of Foreign Assets Control of the United States Department of the Treasury
(“OFAC”)), the United Nations Security Council, the European Union, His Majesty’s Treasury, or other relevant
sanctions authority (collectively, “Sanctions”); and the Company will not directly or indirectly use the proceeds of
this offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, or any joint venture partner or other
person or entity, for the purpose of financing the activities of or business with any person, or in any country or territory, that currently
is the subject of any Sanctions or in any other manner that will result in a violation by any person (including any person participating
in the transaction whether as underwriter, advisor, investor or otherwise) of any Sanctions. For the past ten (10) years, the Company
and its subsidiaries have not knowingly engaged in and are not knowing engaged in any dealings or transactions with any person or entity,
or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions.
(mm) Except
pursuant to this Agreement, there is no broker, finder or other party that is entitled to receive from the Company any brokerage or finder’s
fee or other fee or commission as a result of any transactions contemplated by this Agreement.
(nn) The
Company has the power to submit, and pursuant to Section 18 of this Agreement, has legally, validly, effectively and irrevocably
submitted, to the personal jurisdiction of the U.S. District Court for the Southern District of New York or, if that court does not have
subject matter jurisdiction, in any state court located in The City and County of New York (each, a “New York Court”),
and the Company has the power to designate, appoint and authorize, and pursuant to Section 18 of this Agreement, has legally, validly,
effectively and irrevocably designated, appointed and authorized an agent for service of process in any action arising out of or relating
to this Agreement or the Shares in any New York Court, and service of process effected on such authorized agent will be effective to confer
valid personal jurisdiction over the Company as provided in Section 18 hereof.
(oo) Except
as provided by laws or statutes generally applicable to transactions of the type described in this Agreement, neither the Company nor
any of its respective properties, assets or revenues has any right of immunity under the laws of The Netherlands, New York State law or
United States federal law, from any legal action, suit or proceeding, from the giving of any relief in any such legal action, suit or
proceeding, from set-off or counterclaim, from the jurisdiction of any Dutch, New York or United States federal court, from service of
process, attachment upon or prior to judgment, or attachment in aid of execution of judgment, or from execution of a judgment, or other
legal process or proceeding for the giving of any relief or for the enforcement of a judgment, in any such court, with respect to its
obligations, liabilities or any other matter under or arising out of or in connection with this Agreement. To the extent that the Company
or any of its respective properties, assets or revenues may have or may hereafter become entitled to any such right of immunity in any
such court in which proceedings may at any time be commenced, the Company waives or will waive such right to the extent permitted by law
and has consented to such relief and enforcement.
(pp) Each
financial or operational projection or other “forward-looking statement” (as defined by Section 27A of the Act or Section 21E
of the Exchange Act) contained in the Registration Statement, the Pricing Prospectus or the Prospectus (i) was so included by the
Company in good faith and with reasonable basis after due consideration by the Company of the underlying assumptions, estimates and other
applicable facts and circumstances and (ii) is accompanied by meaningful cautionary statements identifying those factors that could
cause actual results to differ materially from those in such forward-looking statement. No such statement was made with the knowledge
of a director or senior manager of the Company that is or was false or misleading.
(qq) The
preclinical studies and clinical trials, and other studies conducted or being conducted by or on behalf of the Company or any subsidiary
of the Company (collectively, “Company Studies”) that are described in, or the results of which are referred to in,
the Registration Statement, the Pricing Prospectus or the Prospectus are being conducted in all material respects in accordance with the
protocols, procedures and controls designed and approved for such Company Studies and with standard medical and scientific research procedures;
each description of the results of such Company Studies is accurate and complete in all material respects and fairly presents the data
derived from such Company Studies, and the Company and its subsidiaries have no knowledge of any other Company Studies the results of
which are inconsistent with, or otherwise call into question, the results described or referred to in the Registration Statement, the
Pricing Prospectus or the Prospectus; the Company and its subsidiaries have made all such filings and obtained all such applicable approvals
as may be required by the United States Food and Drug Administration and the European Medicines Agency or from any other similar United
States or foreign governmental authority having jurisdiction over the Company, its business or its activities (collectively, the “Regulatory
Agencies”); except as described in the Registration Statement, the Pricing Prospectus or the Prospectus, neither the Company
nor any of its subsidiaries has received any notice of, or correspondence from, any Regulatory Agency requiring the termination, suspension
or modification of any Company Study; and the Company and its subsidiaries have each operated and currently are in compliance in all material
respects with all applicable rules and regulations of the Regulatory Agencies.
(rr) The
issuance and sale of the Shares as contemplated hereby will not cause any holder of any share capital, securities convertible into or
exchangeable or exercisable for share capital or options, warrants or other rights to purchase share capital or any other securities of
the Company to have any right to acquire any preferred shares of the Company.
(ss) Except
as described in the Registration Statement, the Pricing Prospectus or the Prospectus, no subsidiary of the Company is prohibited or restricted,
directly or indirectly, from paying dividends to the Company, or from making any other distribution with respect to such subsidiary’s
equity securities or from repaying to the Company or any other subsidiary of the Company any amounts that may from time to time become
due under any loans or advances to such subsidiary from the Company or from transferring any property or assets to the Company or to any
other subsidiary.
(tt) All
dividends and other distributions declared and payable on the Shares may be paid by the Company to the holders thereof in U.S. dollars
or euros that may be converted into foreign currency and freely transferred out of The Netherlands and, except as otherwise disclosed
in the Registration Statement, the Pricing Prospectus or the Prospectus, all such payments made to holders thereof or therein who are
non-residents of The Netherlands are not subject to income, withholding or other taxes under laws and regulations of The Netherlands.
Neither the Company nor any of its subsidiaries has (i) failed to pay any dividend or sinking fund installment on preferred stock
or (ii) defaulted on any installment on indebtedness for borrowed money or on any rental on one or more long-term leases, which defaults,
individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect.
(uu) Neither
the issuance, sale and delivery of the Shares nor the application of the proceeds thereof by the Company as described in the Registration
Statement and the Prospectus will violate Regulation T, U or X of the Board of Governors of the Federal Reserve System or any other regulation
of such Board of Governors.
(vv) Each
of the independent directors (or independent director nominees, once appointed, if applicable) named in the Registration Statement, the
Pricing Prospectus and the Prospectus satisfies the independence standards established by Nasdaq and, with respect to members of the Company’s
audit committee, the enhanced independence standards contained in Rule 10A-3(b)(1) promulgated by the Commission under the Exchange
Act.
(ww) Neither
the Company nor, to the Company’s knowledge, any of its affiliates (within the meaning of the Act Rule 144) has, prior to the
date hereof, made any offer or sale of any securities which could be “integrated” (within the meaning of the Act) with the
offer and sale of the Shares hereunder.
(xx) The
Company is not in or subject to a bankruptcy or insolvency proceeding in the Netherlands or in any other jurisdiction. Subject to the
conditions and qualifications set forth in the Registration Statement, the Pricing Prospectus and the Prospectus, a final and conclusive
judgment against the Company for a definitive sum of money entered by any court in the United States may be enforced by a Dutch court.
(yy) The
Company and its subsidiaries’ information technology assets and equipment, computers, systems, networks, hardware, software, websites,
applications, databases, and data (including the personal, personal identifiable, sensitive, confidential or regulated data used in connection
with their businesses) (collectively, “IT Systems and Data”) are adequate for, and operate and perform in all material
respects as required in connection with the operation of the business of the Company and its subsidiaries as currently conducted, and
to the knowledge of the Company are free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other
corruptants. The Company and its subsidiaries have implemented and maintained commercially reasonable controls, policies, procedures,
and safeguards to maintain and protect their material confidential information and the integrity, continuous operation, redundancy and
security of all IT Systems and Data or unauthorized uses of or accesses to same, except for those that have been remedied without material
cost or liability or the duty to notify any other person, nor any incidents under internal review or investigations relating to the same.
The Company and its subsidiaries are presently in material compliance with all applicable laws or statutes and all judgments, orders,
rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations
relating to the privacy and security of IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access,
misappropriation or modification.
(zz) The
Company and each of its subsidiaries are in material compliance with all applicable data privacy and security laws and regulations, including,
without limitation, the Health Insurance Portability and Accountability Act (“HIPAA”), as amended by the Health Information
Technology for Economic and Clinical Health Act (the “HITECH Act”) (42 U.S.C. Section 17921 et seq.); and the
Company and each its subsidiaries have taken all reasonably necessary actions to comply with the European Union General Data Protection
Regulation (“GDPR”) (EU 2016/679) (collectively, “Privacy Laws”). To ensure compliance
with the Privacy Laws, the Company and each of its subsidiaries have in place, comply with, and take appropriate steps reasonably designed
to ensure compliance in all material respects with their policies and procedures relating to data privacy and security and the collection,
storage, use, disclosure, handling and analysis of Personal Data (the “Policies”). “Personal Data”
means (i) a natural persons’ name, street address, telephone number, email address, photograph, social security number, bank
information, or customer or account number; (ii) any information which would qualify as “personally identifying information”
under the Federal Trade Commission Act, as amended; (iii) Protected Health Information as defined by HIPAA; (iv) “personal
data” as defined by GDPR; and (v) any other piece of information that allows the identification of such natural person, or
his or her family, or permits the collection or analysis of any data related to an identified person’s health or sexual orientation. None
of such disclosures made or contained in any of the Policies have been inaccurate, misleading, deceptive or in violation of any Privacy
Laws or Policies in any material respect. The execution, delivery and performance of this Agreement or any other agreement
referred to in this Agreement will not result in a breach of any Privacy Laws or Policies. Neither the Company nor any of its
subsidiaries, (i) has received notice of any actual or potential liability under or relating to, or actual or potential violation
of, any of the Privacy Laws, and has no knowledge of any event or condition that would reasonably be expected to result in any such notice;
(ii) is currently conducting or paying for, in whole or in part, any investigation, remediation or other corrective action pursuant
to any Privacy Law; or (iii) is a party to any order, decree, or agreement that imposed any obligation or liability under any Privacy
Law.
Any certificate signed by
the executive directors of the Company (or by one executive director authorized to sign for the Company) or any of its subsidiaries and
delivered to any Underwriter or to counsel for the Underwriters in connection with the offering, or the purchase and sale, of the Shares
shall be deemed a representation and warranty by the Company to each Underwriter as to the matters covered thereby.
2. Subject
to the terms and conditions herein set forth, (a) the Company agrees to issue and sell to each of the Underwriters, and each of the
Underwriters agrees, severally and not jointly, to purchase from the Company, at a purchase price per share of $15.98, the number of Firm
Shares and set forth opposite the name of such Underwriter in Schedule I hereto and (b) in the event and to the extent that the Underwriters
shall exercise the election to purchase Optional Shares as provided below, the Company agrees to issue and sell to each of the Underwriters,
and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the purchase price per share set forth
in clause (a) of this Section 2 (provided that the purchase price per Optional Share shall be reduced by an amount per share
equal to any dividends or distributions declared by the Company and payable on the Firm Shares but not payable on the Optional Shares),
that number of Optional Shares (to be adjusted by you so as to eliminate fractional shares) that bears the same proportion to the total
number of Optional Shares to be purchased as the number of Firm Shares set forth on Schedule I opposite the name of such Underwriter bears
to the total number of Firm Shares.
The Company hereby grants to
the Underwriters the right to purchase at their election up to 661,764 Optional Shares, in whole or in part and from time to time, at
the purchase price per share set forth in the paragraph above, provided that the purchase price per Optional Share shall be reduced by
an amount per share equal to any dividends or distributions declared by the Company and payable on the Firm Shares but not payable on
the Optional Shares. Any such election to purchase Optional Shares may be exercised only by written notice from you to the Company, given
within a period of 30 calendar days after the date of this Agreement, setting forth the aggregate number of Optional Shares to be purchased
and the date on which such Optional Shares are to be delivered, as determined by you but in no event earlier than the First Time of Delivery
(as defined in Section 4 hereof) or, unless you and the Company otherwise agree in writing, earlier than two or later than ten business
days after the date of such notice.
3. Upon
the authorization by you of the release of the Firm Shares, the several Underwriters propose to offer the Firm Shares for sale upon the
terms and conditions set forth in the Pricing Disclosure Package and the Prospectus.
4. (a) The
Shares to be purchased by each Underwriter hereunder, in definitive or book-entry form, and in such authorized denominations and registered
in such names as the Representative may request upon at least twenty-four hours’ prior notice to the Company shall be delivered
by or on behalf of the Company to the Representative, through the facilities of the Depository Trust Company (“DTC”),
for the account of such Underwriter, against payment by or on behalf of such Underwriter of the purchase price therefor by wire transfer
of Federal (same-day) funds to the account specified by the Company to the Representative at least twenty-four hours in advance. The time
and date of such delivery and payment shall be, with respect to the Firm Shares, 9:30 a.m., New York City time, on January 10, 2025
or such other time and date as the Representative and the Company may agree upon in writing, and, with respect to the Optional Shares,
9:30 a.m., New York time, on the date specified by the Representative in the written notice given by the Representative of the Underwriters’
election to purchase such Optional Shares, or such other time and date as the Representative and the Company may agree upon in writing.
Such time and date for delivery of the Firm Shares is herein called the “First Time of Delivery”, each such time and
date for delivery of the Optional Shares, if not the First Time of Delivery, is herein called the “Second Time of Delivery”,
and each such time and date for delivery is herein called a “Time of Delivery”.
(b) The
documents to be delivered at each Time of Delivery by or on behalf of the parties hereto pursuant to Section 8 hereof, including
the cross-receipt for the Shares and any additional documents requested by the Underwriters pursuant to Section 8(r) hereof,
will be delivered at the offices of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., One Financial Center, Boston, Massachusetts 02110
(the “Closing Location”), and the Shares will be delivered at the at the office of DTC or its designated custodian,
all at such Time of Delivery. A meeting will be held at the Closing Location at 9:00 a.m., New York City time, on the New York Business
Day next preceding such Time of Delivery, at which meeting the final drafts of the documents to be delivered pursuant to the preceding
sentence will be available for review by the parties hereto. For the purposes of this Section 4, “New York Business Day”
shall mean each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in New York City are
generally authorized or obligated by law or executive order to close.
5. The
Company agrees with each of the Underwriters:
(a) To
prepare the Prospectus in a form approved by you and to file such Prospectus pursuant to Rule 424(b) under the Act not later
than the Commission’s close of business on the first business day following the execution and delivery of this Agreement; to make
no further amendment or any supplement to the Registration Statement, the Basic Prospectus or the Prospectus prior to the last Time of
Delivery which shall be disapproved by you promptly after reasonable notice thereof; to advise you, promptly after it receives notice
thereof, of the time when any amendment to the Registration Statement has been filed or becomes effective or any amendment or supplement
to the Prospectus has been filed and to furnish you with copies thereof; to file promptly all other material required to be filed by the
Company with the Commission pursuant to Rule 433(d) under the Act; to file promptly all reports and any definitive proxy or
information statements required to be filed by the Company with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of
the Exchange Act subsequent to the date of the Prospectus and for so long as the delivery of a prospectus (or in lieu thereof, the notice
referred to in Rule 173(a) under the Act) is required in connection with the offering or sale of the Shares; to advise you,
promptly after it receives notice thereof, of the issuance by the Commission of any stop order or of any order preventing or suspending
the use of any Preliminary Prospectus or other prospectus in respect of the Shares, of any notice of objection of the Commission to the
use of the Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Act, of the suspension
of the qualification of the Shares for offering or sale in any jurisdiction, of the initiation or threatening of any proceeding for any
such purpose, or of any request by the Commission for the amending or supplementing of the Registration Statement or the Prospectus or
for additional information; and, in the event of the issuance of any stop order or of any order preventing or suspending the use of any
Preliminary Prospectus or other prospectus or suspending any such qualification, to promptly use its best efforts to obtain the withdrawal
of such order; and in the event of any such issuance of a notice of objection, promptly to take such steps including, without limitation,
amending the Registration Statement or filing a new registration statement, at its own expense, as may be necessary to permit offers and
sales of the Shares by the Underwriters (references herein to the Registration Statement shall include any such amendment or new registration
statement).
(b) If
required by Rule 430B(h) under the Act, to prepare a form of prospectus in a form approved by you and to file such form of prospectus
pursuant to Rule 424(b) under the Act not later than may be required by Rule 424(b) under the Act; and to make no
further amendment or supplement to such form of prospectus which shall be disapproved by you promptly after reasonable notice thereof.
(c) If
by the third anniversary (the “Renewal Deadline”) of the initial effective date of the Registration Statement, any
of the Shares remain unsold by the Underwriters, the Company will file, if it has not already done so and is eligible to do so, a new
automatic shelf registration statement relating to the Shares, in a form satisfactory to you. If at the Renewal Deadline the Company is
no longer eligible to file an automatic shelf registration statement, the Company will, if it has not already done so, file a new shelf
registration statement relating to the Shares, in a form satisfactory to you and will use its best efforts to cause such registration
statement to be declared effective within 180 days after the Renewal Deadline. The Company will take all other action necessary or appropriate
to permit the public offering and sale of the Shares to continue as contemplated in the expired registration statement relating to the
Shares. References herein to the Registration Statement shall include such new automatic shelf registration statement or such new shelf
registration statement, as the case may be.
(d) Promptly
from time to time to take such action as you may reasonably request to qualify the Shares for offering and sale under the securities laws
of such jurisdictions as you may request and to comply with such laws so as to permit the continuance of sales and dealings therein in
such jurisdictions for as long as may be necessary to complete the distribution of the Shares, provided that in connection therewith the
Company shall not be required to qualify as a foreign corporation or to file a general consent to service of process in any jurisdiction
or subject itself to taxation in any jurisdiction in which it is not otherwise subject to taxation on date hereof.
(e) Prior
to 10:00 a.m., New York City time, on the New York Business Day next succeeding the date of this Agreement and from time to time, to furnish
the Underwriters with written and electronic copies of the Prospectus in New York City in such quantities as you may reasonably request,
and, if the delivery of a prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the Act) is required at
any time prior to the expiration of nine months after the time of issue of the Prospectus in connection with the offering or sale of the
Shares and if at such time any event shall have occurred as a result of which the Prospectus as then amended or supplemented would include
an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light
of the circumstances under which they were made when such Prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under
the Act) is delivered, not misleading, or, if for any other reason it shall be necessary during such same period to amend or supplement
the Prospectus or to file under the Exchange Act any document incorporated by reference in the Prospectus in order to comply with the
Act or the Exchange Act, to notify you and upon your request to file such document and to prepare and furnish without charge to each Underwriter
and to any dealer in securities (whose name and address the Underwriters shall furnish to the Company) as many written and electronic
copies as you may from time to time reasonably request of an amended Prospectus or a supplement to the Prospectus which will correct such
statement or omission or effect such compliance; and in case any Underwriter is required to deliver a prospectus (or in lieu thereof,
the notice referred to in Rule 173(a) under the Act) in connection with sales of any of the Shares at any time nine months or
more after the time of issue of the Prospectus, upon your request but at the expense of such Underwriter, to prepare and deliver to such
Underwriter as many written and electronic copies as you may request of an amended or supplemented Prospectus complying with Section 10(a)(3) of
the Act.
(f) To
make generally available to its securityholders as soon as practicable, but in any event not later than sixteen months after the effective
date of the Registration Statement (as defined in Rule 158(c) under the Act), a consolidated earnings statement of the Company
(which need not be audited) complying with Section 11(a) of the Act and the rules and regulations of the Commission thereunder
(including, at the option of the Company, Rule 158), which may be satisfied by filing with the Commission’s Electronic Data
Gathering Analysis and Retrieval System (“EDGAR”).
(g) During
the period beginning from the date hereof and continuing to and including the date 60 days after the date of the Prospectus (such period
being referred to herein as the “Lock-Up Period”), not to (i) offer, sell, contract to sell, pledge, grant any
option to purchase, make any short sale or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration
statement under the Act relating to, any securities of the Company that are substantially similar to the Shares, including but not limited
to any options or warrants to purchase Ordinary Shares or any securities that are convertible into or exchangeable for, or that represent
the right to receive, Ordinary Shares or any such substantially similar securities, or publicly disclose the intention to make any offer,
sale, pledge, disposition or filing or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the
economic consequences of ownership of the Ordinary Shares or any such other securities, whether any such transaction described in clause
(i) or (ii) above is to be settled by delivery of Ordinary Shares or such other securities, in cash or otherwise (other than
the Shares to be sold hereunder or pursuant to employee equity incentive plans existing on, or upon the conversion or exchange of convertible
or exchangeable securities outstanding as of, the date of this Agreement), without your prior written consent.
(h) To
pay the required Commission filing fees relating to the Shares within the time required by Rule 456(b)(1) under the Act without
regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r) under the Act.
(i) To
use the net proceeds received by it from the sale of the Shares pursuant to this Agreement in the manner specified in the Pricing Prospectus
under the caption “Use of Proceeds”.
(j) To
use its best efforts to list, subject to notice of issuance, the Shares on Nasdaq.
(k) [Reserved].
(l) To
indemnify and hold harmless the Underwriters against any documentary, stamp or similar issue tax, including any interest and penalties,
on the creation, issue and sale of the Shares and on the execution and delivery of this Agreement or any transaction carried out in relation
thereto. All payments made by the Company to the Underwriters under this Agreement, if any, will be made without withholding or deduction
for or on account of any present or future taxes, duties, assessments or governmental charges of whatever nature imposed or levied by
or on behalf of The Netherlands or any political subdivision or any taxing authority thereof or therein or by or on behalf of any other
jurisdiction in which the Company operates unless the Company and is or becomes required by law to withhold or deduct such taxes, duties,
assessments or other governmental charges. In such event, the Company will pay such additional amounts as will result, after such withholding
or deduction, in the receipt by each Underwriter and each person controlling any Underwriter, as the case may be, of the amounts that
would otherwise have been receivable in respect thereof.
(m) Upon
request of any Underwriter, to furnish, or cause to be furnished, to such Underwriter an electronic version of the Company’s trademarks,
servicemarks and corporate logo for use on the website, if any, operated by such Underwriter for the purpose of facilitating the on-line
offering of the Shares (the “License”); provided, however, that the License shall be used solely for
the purpose described above, is granted without any fee and may not be assigned or transferred and which may be revoked by the Company
at any time.
6.
(a) The
Company represents and agrees that, without the prior consent of the Representative, it has not made and will not make any offer relating
to the Shares that would constitute a “free writing prospectus” as defined in Rule 405 under the Act; each Underwriter
represents and agrees that, without the prior consent of the Company and the Representative, it has not made and will not make any offer
relating to the Shares that would constitute a free writing prospectus required to be filed with the Commission; any such free writing
prospectus the use of which has been consented to by the Company and the Representative is listed on Schedule II(a) or Schedule II(c) hereto;
(b) The
Company has complied and will comply with the requirements of Rule 433 under the Act applicable to any Issuer Free Writing Prospectus,
including timely filing with the Commission or retention where required and legending;
(c) The
Company agrees that if at any time following issuance of an Issuer Free Writing Prospectus or Written Testing-the-Waters Communication
any event occurred or occurs as a result of which such Issuer Free Writing Prospectus or Written Testing-the-Waters Communication would
conflict with the information in the Registration Statement, the Pricing Prospectus or the Prospectus or would include an untrue statement
of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances
then prevailing, not misleading, the Company will give prompt notice thereof to the Representative and, if requested by the Representative,
will prepare and furnish without charge to each Underwriter an Issuer Free Writing Prospectus, Written Testing-the-Waters Communication
or other document which will correct such conflict, statement or omission; provided, however, that this representation and warranty shall
not apply to any statements or omissions in an Issuer Free Writing Prospectus made in reliance upon and in conformity with the Underwriter
Information;
(d) The
Company represents and agrees that (i) it has not engaged in, or authorized any other person to engage in, any Testing-the-Waters
Communications, other than a Written Testing-the-Waters Communications, with the prior consent of the Representative with entities that
the Company reasonably believes are qualified institutional buyers as defined in Rule 144A under the Act or institutions that are
accredited investors as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) under the Act; and (ii) it has
not distributed, or authorized any other person to distribute, any Written Testing-the-Waters Communication, other than those distributed
with the prior consent of the Representative that are listed on Schedule II(d) hereto; and the Company reconfirms that the Underwriters
have been authorized to act on its behalf in engaging in Testing-the-Waters Communications; and
7. The
Company covenants and agrees with the several Underwriters that the Company will pay or cause to be paid the following: (i) the fees,
disbursements and expenses of the Company’s counsel and accountants in connection with the registration of the Shares under the
Act and all other expenses in connection with the preparation, printing, reproduction and filing of the Registration Statement, the Basic
Prospectus, any Preliminary Prospectus, any Written Testing-the-Waters Communication, any Issuer Free Writing Prospectus and the Prospectus
and amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) the
cost of printing or producing any Agreement among Underwriters, this Agreement, any Blue Sky Memorandum, closing documents (including
any compilations thereof) and any other documents in connection with the offering, purchase, sale and delivery of the Shares; (iii) all
expenses in connection with the qualification of the Shares for offering and sale under state securities laws as provided in Section 5(c) hereof
or the provincial securities laws of Canada, including the fees and disbursements of counsel for the Underwriters in connection with such
qualification and in connection with the Blue Sky survey and, if requested by the Representative, preparing a “Canadian wrapper”;
(iv) all fees and expenses in connection with listing the Shares on Nasdaq; (v) the filing fees incident to, and the fees and
disbursements of counsel for the Underwriters in connection with, any required review by FINRA of the terms of the sale of the Shares,
with such fees and disbursements of counsel for the Underwriters pursuant to this clause (v) not to exceed $15,000; (vi) the
cost of preparing the Shares; (vii) the cost and charges of any transfer agent or registrar; (viii) all necessary issue, transfer
and other stamp taxes in connection with the issuance and sale of the Shares to the Underwriters, (ix) the costs and expenses of
the Company relating to investor presentations on any roadshow, undertaken in connection with the offering of the Shares, including, without
limitation, expenses associated with the preparation or dissemination of any electronic roadshow, expenses associated with the production
of roadshow slides and graphics, fees and expenses of any consultants engaged in connection with the roadshow presentations with the prior
approval of the Company, travel and lodging expenses of the representatives and employees of the Company and any such consultants, and
the cost of any aircraft chartered in connection with the roadshow, and (x) all other costs and expenses incident to the performance
of its obligations hereunder which are not otherwise specifically provided for in this Section. It is understood, however, that, except
as provided in this Section, and Sections 9 and 12 hereof, the Underwriters will pay all of their own costs and expenses, including the
fees of their counsel and any advertising expenses connected with any offers they may make.
8. The
obligations of the Underwriters hereunder, as to the Shares to be delivered at each Time of Delivery, shall be subject, in their discretion,
to the condition that all representations and warranties and other statements of the Company herein are, at and as of the Applicable time
and such Time of Delivery, true and correct, the condition that the Company shall have performed all of its obligations hereunder theretofore
to be performed, and the following additional conditions:
(a) The
Prospectus shall have been filed with the Commission pursuant to Rule 424(b) under the Act within the applicable time period
prescribed for such filing by the rules and regulations under the Act and in accordance with Section 5(a) hereof; all material
required to be filed by the Company pursuant to Rule 433(d) under the Act shall have been filed with the Commission within the
applicable time period prescribed for such filings by Rule 433; no stop order suspending the effectiveness of the Registration Statement
or any part thereof shall have been issued and no proceeding for that purpose or pursuant to Section 8A of the Act shall have been
initiated or threatened by the Commission and no notice of objection of the Commission to the use of the Registration Statement or any
post-effective amendment thereto pursuant to Rule 401(g)(2) under the Act shall have been received; no stop order suspending
or preventing the use of the Preliminary Prospectus, Prospectus or any Issuer Free Writing Prospectus shall have been initiated or threatened
by the Commission; and all requests for additional information on the part of the Commission shall have been complied with to your reasonable
satisfaction.
(b) Mintz,
Levin, Cohn, Ferris, Glovsky and Popeo, P.C., counsel for the Underwriters, shall have furnished to you their negative assurance letter,
dated such Time of Delivery, in form and substance satisfactory to you, and such counsel shall have received such papers and information
as they may reasonably request to enable them to pass upon such matters.
(c) Morgan,
Lewis & Bockius LLP, counsel for the Company, shall have furnished to you their written opinion and negative assurance letter,
dated such Time of Delivery, in form and substance satisfactory to you.
(d) Rutgers &
Posch N.V., Dutch counsel for the Company, shall have furnished to you their written opinion, dated such Time of Delivery, in form and
substance satisfactory to you.
(e) Liem &
Partners N.V., Dutch tax counsel for the Company, shall have furnished to you their written opinion, dated such Time of Delivery, in form
and substance satisfactory to you.
(f) Nederlandsch
Octrooibureau, counsel for the Company with respect to certain intellectual property matters, shall have furnished to you their written
opinion, dated such Time of Delivery, in form and substance satisfactory to you.
(g) Clark &
Elbing, LLP, U.S. counsel for the Company with respect to certain intellectual property matters, shall have furnished to you their written
opinion, dated such Time of Delivery, in form and substance satisfactory to you.
(h) [Reserved].
(i) [Reserved].
(j) On
the date of this Agreement, on the effective date of any post-effective amendment to the Registration Statement filed subsequent to the
date of this Agreement and also at each Time of Delivery, KPMG Accountants N.V. shall have furnished to you a letter or letters, dated
the respective dates of delivery thereof, in form and substance satisfactory to you.
(k) [Reserved].
(l) On
the date of the Prospectus at a time prior to the execution of this Agreement, at 9:30 a.m., New York City time, on the effective date
of any post-effective amendment to the Registration Statement filed subsequent to the date of this Agreement and also at each Time of
Delivery, the Representative shall have received a certificate of the Chief Financial Officer of the Company, dated as of such date, certifying
such matters as the Representative may reasonably request.
(m) Neither
the Company nor any of its subsidiaries shall have sustained since the date of the latest audited financial statements included or incorporated
by reference in the Pricing Prospectus any loss or interference with its business from fire, explosion, flood or other calamity, whether
or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, otherwise than as set forth or
contemplated in the Pricing Prospectus, and (ii) since the respective dates as of which information is given in the Pricing Prospectus
there shall not have been any change in the capital stock (other than the result of the exercise, if any, of share options, the sale,
if any, of ordinary shares or the award, if any, of share options or restricted share units, in each case, in the ordinary course of business
pursuant to the Company’s equity incentive plans that are described in the Pricing Prospectus and the Prospectus) or long term debt
of the Company or any of its subsidiaries or any change or effect, or any development involving a prospective change or effect, in or
affecting (x) the business, properties, general affairs, management, financial position, stockholders’ equity or results of
operations of the Company and its subsidiaries, taken as a whole, except as set forth or contemplated in the Pricing Prospectus and the
Prospectus, or (y) the ability of the Company to perform its obligations under this Agreement, including the issuance and sale of
the Shares, or to consummate the transactions contemplated in the Pricing Prospectus and the Prospectus, the effect of which, in any such
case described in clause (i) or (ii), is in your judgment so material and adverse as to make it impracticable or inadvisable to proceed
with the public offering or the delivery of the Shares being delivered at such Time of Delivery on the terms and in the manner contemplated
in the Pricing Prospectus and the Prospectus.
(n) On
or after the Applicable Time there shall not have occurred any of the following: (i) a suspension or material limitation in trading
in securities generally on the New York Stock Exchange or on Nasdaq; (ii) a suspension or material limitation in trading in the Company’s
securities on Nasdaq; (iii) a general moratorium on commercial banking activities declared by any of United States Federal, Dutch,
New York or Massachusetts authorities or a material disruption in commercial banking or securities settlement or clearance services in
the United States; (iv) the outbreak or escalation of hostilities involving the United States or the declaration by the United States
of a national emergency or war; or (v) the occurrence of any other calamity or crisis or any change in financial, political or economic
conditions in the United States or elsewhere, if the effect of any such event specified in clause (iv) or (v) in your judgment
makes it impracticable or inadvisable to proceed with the public offering or the delivery of the Shares being delivered at such Time of
Delivery on the terms and in the manner contemplated in the Pricing Prospectus and the Prospectus.
(o) The
Company shall have complied with the provisions of Section 5(e) hereof with respect to the furnishing of prospectuses on the
New York Business Day next succeeding the date of this Agreement.
(p) The
Shares shall have been duly listed on Nasdaq.
(q) On
or prior to the date of this Agreement, the Company shall have obtained from each of the persons or entities listed on Exhibit B
hereto and delivered to the Underwriters an executed Lock-up Agreement and each such agreement shall be in full force and effect at each
Time of Delivery.
(r) The
Company shall have furnished or caused to be furnished to you at such Time of Delivery certificates of officers of the Company satisfactory
to you as to the accuracy of the representations and warranties of the Company herein at and as of such time, as to the performance by
the Company of all of its obligations hereunder to be performed at or prior to such time, as to the matters set forth in subsections (a) and
(r) of this Section and as to such other matters as you may reasonably request.
9. (a) The
Company will indemnify and hold harmless each Underwriter against any losses, claims, damages or liabilities, joint or several, to which
such Underwriter may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in
respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Registration
Statement, the Basic Prospectus, any Preliminary Prospectus, the Pricing Prospectus or the Prospectus, or any amendment or supplement
thereto, any Issuer Free Writing Prospectus, any “roadshow” as defined in Rule 433(h) under the Act (a “roadshow”),
any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Act or any Written Testing-the-Waters
Communication, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated
therein or necessary to make the statements therein not misleading, and will reimburse each Underwriter for any legal or other expenses
reasonably incurred by such Underwriter in connection with investigating or defending any such action or claim as such expenses are incurred;
provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage or liability
arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the Registration
Statement, the Basic Prospectus, any Preliminary Prospectus, the Pricing Prospectus or the Prospectus, or any amendment or supplement
thereto, or any Issuer Free Writing Prospectus, or any Written Testing-the-Waters Communication, in reliance upon and in conformity with
the Underwriter Information.
(b) Each
Underwriter will indemnify and hold harmless the Company against any losses, claims, damages or liabilities to which the Company may become
subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out
of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Basic
Prospectus, any Preliminary Prospectus, the Pricing Prospectus or the Prospectus, or any amendment or supplement thereto, or any Issuer
Free Writing Prospectus, or any roadshow, or any Testing-the-Waters Communication, or arise out of or are based upon the omission or alleged
omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in
each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission
was made in the Registration Statement, the Basic Prospectus, any Preliminary Prospectus, the Pricing Prospectus or the Prospectus or
any such amendment or supplement thereto, or any Issuer Free Writing Prospectus, or any roadshow or any Testing-the-Waters Communication,
in reliance upon and in conformity with the Underwriter Information; and will reimburse the Company for any legal or other expenses reasonably
incurred by the Company in connection with investigating or defending any such action or claim as such expenses are incurred. As used
in this Agreement with respect to an Underwriter and an applicable document, “Underwriter Information” shall mean the written
information furnished to the Company by such Underwriter through the Representative expressly for use therein; it being understood and
agreed upon that the only such information furnished by any Underwriter consists of the following information in the Prospectus furnished
on behalf of each Underwriter: the first paragraph under the heading “Underwriting—Discounts and Commissions” and the
information in the second, third, and fourth paragraphs under the heading “Underwriting—Price Stabilization, Short Positions
and Penalty Bids.”
(c) Promptly
after receipt by an indemnified party under subsection (a) or (b) above of notice of the commencement of any action, such indemnified
party shall, if a claim in respect thereof is to be made against the indemnifying party under such subsection, notify the indemnifying
party in writing of the commencement thereof; provided that the failure to notify the indemnifying party shall not relieve it from any
liability that it may have under the preceding paragraphs of this Section 9 except to the extent that it has been materially prejudiced
(through the forfeiture of substantive rights or defenses) by such failure; and provided further that the failure to notify the indemnifying
party shall not relieve it from any liability that it may have to an indemnified party otherwise than under the preceding paragraphs of
this Section 9. In case any such action shall be brought against any indemnified party and it shall notify the indemnifying party
of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, jointly
with any other indemnifying party similarly notified, to assume the defense thereof, with counsel satisfactory to such indemnified party
(who shall not, except with the consent of the indemnified party, be counsel to the indemnifying party), and, after notice from the indemnifying
party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified
party under such subsection for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by such
indemnified party, in connection with the defense thereof other than reasonable costs of investigation. No indemnifying party shall, without
the written consent of the indemnified party, effect the settlement or compromise of, or consent to the entry of any judgment with respect
to, any pending or threatened action or claim in respect of which indemnification or contribution may be sought hereunder (whether or
not the indemnified party is an actual or potential party to such action or claim) unless such settlement, compromise or judgment (i) includes
an unconditional release of the indemnified party from all liability arising out of such action or claim and (ii) does not include
a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any indemnified party.
(d) If
the indemnification provided for in this Section 9 is unavailable to or insufficient to hold harmless an indemnified party under
subsection (a) or (b) above in respect of any losses, claims, damages or liabilities (or actions in respect thereof) referred
to therein, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of such
losses, claims, damages or liabilities (or actions in respect thereof) in such proportion as is appropriate to reflect the relative benefits
received by the Company on the one hand and the Underwriters on the other from the offering of the Shares. If, however, the allocation
provided by the immediately preceding sentence is not permitted by applicable law, then each indemnifying party shall contribute to such
amount paid or payable by such indemnified party in such proportion as is appropriate to reflect not only such relative benefits but
also the relative fault of the Company on the one hand and the Underwriters on the other in connection with the statements or omissions
which resulted in such losses, claims, damages or liabilities (or actions in respect thereof), as well as any other relevant equitable
considerations. The relative benefits received by the Company on the one hand and the Underwriters on the other shall be deemed to be
in the same proportion as the total net proceeds from the offering (before deducting expenses) received by the Company bear to the total
underwriting discounts and commissions received by the Underwriters, in each case as set forth in the table on the cover page of
the Prospectus. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement
of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company on the
one hand or the Underwriters on the other and the parties’ relative intent, knowledge, access to information and opportunity to
correct or prevent such statement or omission. The Company and the Underwriters agree that it would not be just and equitable if contribution
pursuant to this subsection (d) were determined by pro rata allocation (even if the Underwriters were treated as one entity for
such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to above in this
subsection (d). The amount paid or payable by an indemnified party as a result of the losses, claims, damages or liabilities (or actions
in respect thereof) referred to above in this subsection (d) shall be deemed to include any legal or other expenses reasonably
incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions
of this subsection (d), no Underwriter shall be required to contribute any amount in excess of the amount by which the total price at
which the Shares underwritten by it and distributed to the public were offered to the public exceeds the amount of any damages which
such Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission.
No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution
from any person who was not guilty of such fraudulent misrepresentation. The Underwriters’ obligations in this subsection (d) to
contribute are several in proportion to their respective underwriting obligations and not joint.
(e) The
obligations of the Company under this Section 9 shall be in addition to any liability which the Company may otherwise have and shall
extend, upon the same terms and conditions, to each employee, officer and director of each Underwriter, each person, if any, who controls
any Underwriter within the meaning of the Act and each broker-dealer or other affiliate of any Underwriter; and the obligations of the
Underwriters under this Section 9 shall be in addition to any liability which the respective Underwriters may otherwise have and
shall extend, upon the same terms and conditions, to each officer and director of the Company (including any person who, with his or her
consent, is named in the Registration Statement as about to become a director of the Company) and to each person, if any, who controls
the Company within the meaning of the Act.
10. (a) If
any Underwriter shall default in its obligation to purchase the Shares which it has agreed to purchase hereunder at a Time of Delivery,
you may in your discretion arrange for you or another party or other parties to purchase such Shares on the terms contained herein. If
within thirty six hours after such default by any Underwriter you do not arrange for the purchase of such Shares, then the Company shall
be entitled to a further period of thirty six hours within which to procure another party or other parties satisfactory to you to purchase
such Shares on such terms. In the event that, within the respective prescribed periods, you notify the Company that you have so arranged
for the purchase of such Shares, or the Company notifies you that it has so arranged for the purchase of such Shares, you or the Company
shall have the right to postpone such Time of Delivery for a period of not more than seven days, in order to effect whatever changes may
thereby be made necessary in the Registration Statement or the Prospectus, or in any other documents or arrangements, and the Company
agrees to file promptly any amendments or supplements to the Registration Statement or the Prospectus which in your opinion may thereby
be made necessary. The term “Underwriter” as used in this Agreement shall include any person substituted under this Section with
like effect as if such person had originally been a party to this Agreement with respect to such Shares.
(b) If,
after giving effect to any arrangements for the purchase of the Shares of a defaulting Underwriter or Underwriters by you and the Company
as provided in subsection (a) above, the aggregate number of such Shares which remains unpurchased does not exceed one eleventh of
the aggregate number of all the Shares to be purchased at such Time of Delivery, then the Company shall have the right to require each
non-defaulting Underwriter to purchase the number of Shares which such Underwriter agreed to purchase hereunder at such Time of Delivery
and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the number of Shares which such
Underwriter agreed to purchase hereunder) of the Shares of such defaulting Underwriter or Underwriters for which such arrangements have
not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default.
(c) If,
after giving effect to any arrangements for the purchase of the Shares of a defaulting Underwriter or Underwriters by you and the Company
as provided in subsection (a) above, the aggregate number of such Shares which remains unpurchased exceeds one eleventh of the aggregate
number of all the Shares to be purchased at such Time of Delivery, or if the Company shall not exercise the right described in subsection
(b) above to require non-defaulting Underwriters to purchase Shares of a defaulting Underwriter or Underwriters, then this Agreement
(or, with respect to the Second Time of Delivery, the obligations of the Underwriters to purchase and of the Company to sell the Optional
Shares) shall thereupon terminate, without liability on the part of any non-defaulting Underwriter or the Company, except for the expenses
to be borne by the Company and the Underwriters as provided in Section 7 hereof and the indemnity and contribution agreements in
Section 9 hereof; but nothing herein shall relieve a defaulting Underwriter from liability for its default.
11. The
respective indemnities, rights of contribution, agreements, representations, warranties and other statements of the Company and the several
Underwriters, as set forth in this Agreement or made by or on behalf of them, respectively, pursuant to this Agreement, shall remain in
full force and effect, regardless of any investigation (or any statement as to the results thereof) made by or on behalf of any Underwriter
or any director, officer, employee, affiliate or controlling person of any Underwriter, or the Company, or any officer or director or
controlling person of the Company, and shall survive delivery of and payment for the Shares.
12. If
this Agreement shall be terminated pursuant to Section 10 hereof, the Company shall not then be under any liability to any Underwriter
except as provided in Sections 7 and 9 hereof; but, if for any other reason, any the Shares are not delivered by or on behalf of the Company
as provided herein, the Company will reimburse the Underwriters through you for all out of pocket expenses approved in writing by you,
including fees and disbursements of counsel, reasonably incurred by the Underwriters in making preparations for the purchase, sale and
delivery of the Shares not so delivered, but the Company shall then be under no further liability to any Underwriter except as provided
in Sections 7 and 9 hereof.
13. In
all dealings hereunder, you shall act on behalf of each of the Underwriters, and the parties hereto shall be entitled to act and rely
upon any statement, request, notice or agreement on behalf of any Underwriter made or given by you jointly or by Leerink Partners LLC
on behalf of you as the representative.
All statements, requests,
notices and agreements hereunder shall be in writing, and if to the Underwriters shall be delivered or sent by mail, telex or facsimile
transmission to you as the representative in care of Leerink Partners LLC, 1301 Avenue of the Americas, 5th Floor, New York,
New York 10019, attention of Stuart R. Nayman; and if to the Company shall be delivered or sent by mail, telex or facsimile transmission
to the address of the Company set forth in the Registration Statement, Attention: Secretary; provided, however, that any notice to an
Underwriter pursuant to Section 9(c) hereof shall be delivered or sent by mail, telex or facsimile transmission to such Underwriter
at its address set forth in its Underwriters’ Questionnaire, or telex constituting such Questionnaire, which address will be supplied
to the Company by you upon request. Any such statements, requests, notices or agreements shall take effect upon receipt thereof.
In accordance with the requirements
of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)), the underwriters are required to obtain,
verify and record information that identifies their respective clients, including the Company, which information may include the name
and address of their respective clients, as well as other information that will allow the underwriters to properly identify their respective
clients.
14. This
Agreement shall be binding upon, and inure solely to the benefit of, the Underwriters, the Company and, to the extent provided in Sections
9 and 11 hereof, the officers and directors of the Company and each person who controls the Company or any Underwriter, or any director,
officer, employee, or affiliate of any Underwriter, and their respective heirs, executors, administrators, successors and assigns, and
no other person shall acquire or have any right under or by virtue of this Agreement. No purchaser of any of the Shares from any Underwriter
shall be deemed a successor or assign by reason merely of such purchase.
15. Time
shall be of the essence of this Agreement. As used herein, the term “business day” shall mean any day when the Commission’s
office in Washington, D.C. is open for business.
16. The
Company acknowledges and agrees that (i) the purchase and sale of the Shares pursuant to this Agreement is an arm’s-length
commercial transaction between the Company, on the one hand, and the several Underwriters, on the other, (ii) in connection therewith
and with the process leading to such transaction each Underwriter is acting solely as a principal and not the agent or fiduciary of the
Company, (iii) no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company with respect to the offering
contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the
Company on other matters) or any other obligation to the Company except the obligations expressly set forth in this Agreement, (iv) the
Company has consulted its own legal and financial advisors to the extent it deemed appropriate, and (v) none of the activities of
the Underwriters in connection with the transactions contemplated herein constitutes a recommendation, investment advice, or solicitation
of any action by the Underwriters with respect to any entity or natural person. The Company agrees that it will not claim that the Underwriters,
or any of them, has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Company, in connection
with such transaction or the process leading thereto.
17. This
Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company and the Underwriters, or any
of them, with respect to the subject matter hereof.
18. This
Agreement and any transaction contemplated by this Agreement shall be governed by and construed in accordance with the laws of the State
of New York without regard to principles of conflict of laws that would results in the application of any other law than the laws of the
State of New York. The Company agrees that any suit or proceeding arising in respect of this Agreement or any transaction contemplated
by this Agreement will be tried exclusively in the U.S. District Court for the Southern District of New York or, if that court does not
have subject matter jurisdiction, in any state court located in The City and County of New York and the Company agrees to submit to the
jurisdiction of, and to venue in, such courts. The Company and each other party not located in the United States hereby irrevocably appoints
uniQure, Inc., which currently maintains an office at 1 Hartwell Place, Lexington, MA 02421, United States of America, as its agent
to receive service of process or other legal summons for purposes of any such suit, action or proceeding that may be instituted in the
U.S. District Court for the Southern District of New York or, if that court does not have subject matter jurisdiction, in any state court
located in The City and County of New York.
19. The
Company and each of the Underwriters hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to
trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby.
20. This
Agreement may be executed by any one or more of the parties hereto in any number of counterparts, each of which shall be deemed to be
an original, but all such respective counterparts shall together constitute one and the same instrument. Counterparts may be delivered
via facsimile, electronic mail (including any electronic signature covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions
Act, the Electronic Signatures and Records Act or other applicable law, e.g., www.docusign.com) or other transmission method and any counterpart
so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.
21. Notwithstanding
anything herein to the contrary, the Company is authorized to disclose to any persons the U.S. federal and state income tax treatment
and tax structure of the potential transaction and all materials of any kind (including tax opinions and other tax analyses) provided
to the Company relating to that treatment and structure, without the Underwriters’ imposing any limitation of any kind. However,
any information relating to the tax treatment and tax structure shall remain confidential (and the foregoing sentence shall not apply)
to the extent necessary to enable any person to comply with securities laws. For this purpose, “tax structure” is limited
to any facts that may be relevant to that treatment.
22. Recognition
of the U.S. Special Resolution Regimes.
(a) In
the event that any Underwriter that is a Covered Entity becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer
from such Underwriter of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent
as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were
governed by the laws of the United States or a state of the United States;
(b) In
the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate of such Underwriter becomes subject to a proceeding under
a U.S. Special Resolution Regime, Default Rights under this Agreement that may be exercised against such Underwriter are permitted to
be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement
were governed by the laws of the United States or a state of the United States; and
(c) As
used in this section:
“BHC Act Affiliate”
has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k).
“Covered Entity”
means any of the following:
| (i) | a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R.
§ 252.82(b); |
| (ii) | a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R.
§ 47.3(b); or |
| (iii) | a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R.
§ 382.2(b). |
“Default Right”
has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as
applicable.
“U.S. Special Resolution
Regime” means each of (i) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (ii) Title
II of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder.
[Signature Page Follows]
If the foregoing is in accordance
with your understanding, please sign and return to us counterparts hereof, and upon the acceptance hereof by you, on behalf of each of
the Underwriters, this letter and such acceptance hereof shall constitute a binding agreement between each of the Underwriters and the
Company. It is understood that your acceptance of this letter on behalf of each of the Underwriters is pursuant to the authority set forth
in a form of Agreement among Underwriters, the form of which shall be submitted to the Company for examination upon request, but without
warranty on your part as to the authority of the signers thereof.
| |
Very truly yours, |
| |
|
| |
UNIQURE N.V. |
| |
|
| |
By: |
/s/ Matthew Kapusta |
| |
|
Name: Matthew Kapusta |
| |
|
Title: Chief Executive Officer |
Accepted as of the date hereof:
LEERINK PARTNERS LLC
| |
|
| By: |
/s/ Dan Dubin |
|
| |
Name: Dan Dubin, M.D. |
|
| |
Title: |
Vice Chairman, Co-President, Global Co-Head of Investment Banking |
|
[Signature Page to Underwriting Agreement]
SCHEDULE I
| Underwriter | |
Total Number of
Firm Shares to
be Purchased | |
| Leerink Partners LLC | |
| 1,985,295 | |
| Stifel, Nicolaus & Company, Incorporated | |
| 1,058,823 | |
| Guggenheim Securities, LLC | |
| 926,470 | |
| Chardan Capital Markets LLC | |
| 220,588 | |
| H.C. Wainwright & Co., LLC | |
| 220,588 | |
| Total | |
| 4,411,764 | |
SCHEDULE II
| (a) | Issuer Free Writing Prospectuses not included in the Pricing Disclosure Package: |
None
| (b) | Additional Documents Incorporated by Reference: |
None
| (c) | Information other than the Pricing Prospectus that comprise the Pricing Disclosure Package: |
The public offering price per Share
is $17.00.
The number of Shares purchased by the
Underwriters is 4,411,764.
| (d) | Written Testing-the-Waters Communications: |
None
EXHIBIT A
Form of Lock-up Agreement
January __, 2025
Leerink Partners LLC
53 State Street, 40th Floor
Boston, MA 02109
As Representative of the Several Underwriters
RE: uniQure N.V. (the “Company”)
Ladies & Gentlemen:
The undersigned is an owner of ordinary shares
in the capital of the Company, nominal value €0.05 per share (“Shares”), or of securities convertible into or
exchangeable or exercisable for Shares. The Company proposes to conduct an offering of Shares and/or Related Securities (the “Offering”)
for which Leerink Partners LLC (“Leerink Partners”) will act as the representative of the underwriters (the “Representative”).
The undersigned recognizes that the Offering will benefit each of the Company and the undersigned. The undersigned acknowledges
that the underwriters are relying on the representations and agreements of the undersigned contained in this letter agreement in conducting
the Offering and, at a subsequent date, in entering into an underwriting agreement (the “Underwriting Agreement”) and
other underwriting arrangements with the Company with respect to the Offering.
Annex A sets forth definitions for capitalized
terms used in this letter agreement that are not defined in the body of this letter agreement. Those definitions are a part of this
letter agreement.
In consideration of the foregoing, and for other
good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned hereby agrees that, during
the Lock-up Period, the undersigned will not (and will cause any Family Member not to), subject to the exceptions set forth in this letter
agreement, without the prior written consent of Leerink Partners, which may withhold its consent in its sole discretion:
| · | Sell or Offer to Sell any Shares or Related Securities currently or hereafter owned either of record or
beneficially (as defined in Rule 13d-3 under the Exchange Act) by the undersigned or such Family Member, |
| · | make any demand for, or exercise any right with respect to, the registration under the Securities Act
of the offer and sale of any Shares or Related Securities, or cause to be filed a registration statement, prospectus or prospectus supplement
(or an amendment or supplement thereto) with respect to any such registration, or |
| · | publicly announce any intention to do any of the foregoing. |
The foregoing will not apply to the registration
of the offer and sale of the Shares and/or Related Securities, and the sale of the Shares and/or Related Securities to the underwriters,
in each case as contemplated by the Underwriting Agreement. In addition, the foregoing restrictions shall not apply to (a) the
transfer of Shares or Related Securities by gift, or by will or intestate succession to a Family Member or to a trust whose beneficiaries
consist exclusively of one or more of the undersigned and/or a Family Member, (b) bona fide gifts, (c) distributions of Shares
or Related Securities to partners, members or stockholders of the undersigned, (d) transactions relating to Shares acquired in open
market transactions after the completion of the Offering, (e) otherwise by operation of law, (f) the establishment of a trading
plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of Shares, provided that such plan does not provide for the
transfer of Shares during the Lock-up Period and, except as required by applicable securities laws, no filing or other public announcement
shall be required or shall be voluntarily made during the Lock-up Period, (g) in connection with a sale of the Company (by way of
stock-sale, tender-offer, asset sale, merger or otherwise) pursuant to which the shareholders of the Company immediately prior to such
transaction own less than 50% of the voting power of the resulting or acquiring corporation or entity after such transaction (it being
further understood that this letter agreement shall not restrict the undersigned from entering into any agreement or arrangement in connection
therewith, including an agreement to vote in favor of, or tender Ordinary Shares or other securities of the Company in, any such transaction
or taking any other action in connection with any such transaction), provided, however, that in the event that such sale is not completed,
such securities held by the undersigned shall remain subject to the restrictions on transfer set forth in this letter agreement, (h) sales
by the undersigned made pursuant to a contract, instruction or plan adopted pursuant to Rule 10b5-1 of the Exchange Act prior to
the date hereof; provided that (x) no amendment, waiver or other modification shall be made to any such contract, instruction
or plan during the Lock-up Period, and (y) any filing under Section 16 of the Exchange Act made in connection with such transfer
shall clearly indicate in the footnotes thereto that the filing relates to the circumstances described in this clause (h); and (i) sales
by the undersigned agreed to in advance by the Company occurring upon the vesting of equity awards to the undersigned solely for the purposes
of settling any tax liability due in connection with such vesting, provided, however, that any filing under Section 16 of the Exchange
Act made in connection with such transfer shall clearly indicate in the footnotes thereto that the filing relates to the circumstances
described in this clause (i); provided, however, that:
| · | in the cases described in (a)-(e) above, it shall be a condition to such transfer or action that
each transferee executes and delivers to Leerink Partners an agreement in form and substance satisfactory to Leerink Partners stating
that such transferee is receiving and holding such Shares and/or Related Securities subject to the provisions of this letter agreement
and agrees not to Sell or Offer to Sell such Shares and/or Related Securities, engage in any Swap or engage in any other activities restricted
under this letter agreement except in accordance with this letter agreement (as if such transferee had been an original signatory hereto);
and |
| · | in the cases described in clauses (c), (d) and (e) above, no public disclosure or filing under
the Exchange Act by any party to the transfer (donor, donee, transferor or transferee) shall be required, or made voluntarily, reporting
a reduction in beneficial ownership of Shares or Related Securities in connection with such transfer (other than a filing on a Form 5
made after the expiration of the Lock-up Period). |
The undersigned also agrees and consents to the
entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of Shares and/or Related
Securities held by the undersigned and the undersigned’s Family Members, if any, except in compliance with the foregoing restrictions.
With respect to the Offering only, the undersigned
waives any registration rights relating to registration under the Securities Act of the offer and sale of any Shares and/or any Related
Securities owned either of record or beneficially by the undersigned, including any rights to receive notice of the Offering.
The undersigned confirms that the undersigned
has not, and has no knowledge that any Family Member has, directly or indirectly, taken any action designed to or that might reasonably
be expected to cause or result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale
of the Shares. The undersigned will not, and will cause any Family Member not to take, directly or indirectly, any such action.
Whether or not the Offering occurs as currently
contemplated or at all depends on market conditions and other factors. The Offering will only be made pursuant to the Underwriting
Agreement, the terms of which are subject to negotiation between the Company and the underwriters.
This letter agreement shall automatically terminate
and be of no further effect upon the earliest to occur, if any, of (i) Leerink Partners, on behalf of the underwriters, or the Company,
advising the other party in writing, prior to the execution of the Underwriting Agreement, that it has determined not to proceed with
the Offering, (ii) the termination of the Underwriting Agreement before the sale of Shares to the underwriters, (iii) the registration
statement to be filed with the Securities and Exchange Commission with respect to the Offering is withdrawn, and (iv) January 31,
2025, in the event that the Underwriting Agreement has not been executed by such date.
The undersigned hereby represents and warrants
that the undersigned has full power, capacity and authority to enter into this letter agreement. This letter agreement is irrevocable
and will be binding on the undersigned and the successors, heirs, personal representatives and assigns of the undersigned.
This letter agreement shall be governed by, and
construed in accordance with, the laws of the State of New York.
| |
|
| Signature |
|
| |
|
| |
|
| Printed Name of Person Signing |
|
| |
|
| (Indicate capacity of person signing if signing as custodian or trustee, or on behalf of an entity) |
|
Certain Defined Terms
Used in Lock-up Agreement
For purposes of the letter agreement to which
this Annex A is attached and of which it is made a part:
| · | “Call Equivalent Position” shall have the meaning set forth in Rule 16a-1(b) under
the Exchange Act. |
| · | “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended. |
| · | “Family Member” shall mean the spouse of the undersigned, an immediate family member
of the undersigned or an immediate family member of the undersigned’s spouse, in each case living in the undersigned’s household
or whose principal residence is the undersigned’s household (regardless of whether such spouse or family member may at the time
be living elsewhere due to educational activities, health care treatment, military service, temporary internship or employment or otherwise).
“Immediate family member” as used above shall have the meaning set forth in Rule 16a-1(e) under the Exchange
Act. |
| · | “Lock-up Period” shall mean the period beginning on the date hereof and continuing
through the close of trading on the date that is 60 days after the date of the Prospectus (as defined in the Underwriting Agreement). |
| · | “Put Equivalent Position” shall have the meaning set forth in Rule 16a-1(h) under
the Exchange Act. |
| · | “Related Securities” shall mean any options or warrants or depositary receipts evidencing
Shares or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other
securities or rights ultimately exchangeable or exercisable for, or convertible into, Shares. |
| · | “Securities Act” shall mean the Securities Act of 1933, as amended. |
| · | “Sell or Offer to Sell” shall mean to: |
| o | sell, offer to sell, contract to sell or lend, |
| o | effect any short sale or establish or increase a Put Equivalent Position or liquidate or decrease any
Call Equivalent Position |
| o | pledge, hypothecate or grant any security interest in, or |
| o | in any other way transfer or dispose of, |
in each case whether effected
directly or indirectly.
| · | “Swap” shall mean any swap, hedge or similar arrangement or agreement that transfers,
in whole or in part, the economic risk of ownership of Shares or Related Securities, regardless of whether any such transaction is to
be settled in securities, in cash or otherwise. |
Capitalized terms not defined in this Annex A
shall have the meanings given to them in the body of this letter agreement.
EXHIBIT B
Persons Entering into Lock-Up Agreements
Executive Officers
| · | Jeannette Potts, Ph.D., J.D. |
Non-Executive Directors
Exhibit 5.1
| |
Keizersgracht 617
1017 DS Amsterdam |
Postbus 10896
1001 EW Amsterdam |
T +31 20 891 3900
F
+31 20 891 3901 |
info@rutgersposch.com
www.rutgersposch.com |
uniQure
N.V.
Paasheuvelweg 25
1105 BP Amsterdam
The Netherlands
|
|
|
| |
| Our ref |
| 20210387/2025/1 |
| Date |
| 8 January 2025 |
| |
|
| Re: |
uniQure
N.V. - SEC Form 8-K filing opinion letter |
|
| |
|
| Dear
Sir, Madam, |
|
| |
|
We have
acted as legal counsel to the Issuer as to certain matters of Dutch Law in connection with the Offering and the filing of the Prospectus
Supplement.
Certain
terms used in this opinion letter are defined in Annex 1 (Definitions) hereto.
We express
an opinion on Dutch Law only, (i) including case law but only if published in journals, either in printed or electronic form, and
(ii) excluding tax, competition, sanction (including anti-boycott and blocking and export control), data protection and procurement
laws and, for the avoidance of doubt, the laws of the European Union insofar as not implemented in Dutch Law or directly applicable in
the Netherlands. Our investigation has further been limited to the text of the documents. We have not investigated the meaning and effect
of any document governed by a law other than Dutch Law. The opinions expressed herein are rendered only on the date of this opinion letter
and we assume no obligation to advise you of facts, circumstances, events or changes in Dutch Law that may hereafter arise or be brought
to our attention and that may alter, affect or modify the opinions expressed herein.
The general terms and conditions of
Rutgers & Posch N.V. in Amsterdam (Traderegister no. 56919891), which stipulate a limitation of liability, the applicability
of Dutch law and the exclusive jurisdiction of the district court in Amsterdam, are applicable to all work performed. The general terms
and conditions are available at www.rutgersposch.com.
Dutch legal opinion – uniQure N.V.
Page 2
| 4.1. | For
the purposes of this opinion letter, we have exclusively examined and relied solely upon
copies of the following documents: |
| (a) | the
Registration Statement; |
| (b) | the
Prospectus Supplement; |
| (d) | the
Deed of Incorporation; |
| (e) | the
Deed of Conversion; |
| (f) | the
Articles of Association; |
| (g) | the
Shareholders’ Register; |
| (h) | the
Company Certificate; and |
| (i) | the
Underwriting Agreement. |
| 4.2. | In
addition, we have performed such other investigations as we considered necessary for the
purposes of this opinion letter. |
For the
purposes of this opinion letter, we have assumed that:
| 5.1. | all
copies of documents conform to the originals and all such originals are authentic and complete; |
| 5.2. | each
signature is the genuine signature of the individual concerned; |
| 5.3. | all
factual matters, statements in documents, confirmations and other results of our investigation,
relied upon or assumed herein, are true and accurate on the date of this opinion letter; |
| 5.4. | each
of the statements in the Company Certificate is accurate and complete on the date of this
opinion letter; |
| 5.5. | each
of the Registration Statement and the Prospectus Supplement has been or will be filed with
the SEC in the form referred to in this opinion letter; |
Dutch legal opinion – uniQure N.V.
Page 3
| 5.6. | the
issue of the New Shares and any Option Shares (or of any rights to acquire any New Shares
or Option Shares) will be, validly authorised in accordance with the articles of association
of the Issuer in force and effect at the time of authorisation; |
| 5.7. | any
pre-emptive rights in respect of the issue of the New Shares and any Option Shares (or of
any rights to acquire any New Shares or Option Shares) will be, observed or validly excluded
in accordance with the articles of association of the Issuer in force and effect at the time
of observance or exclusion; |
| 5.8. | the
authorised share capital of the Issuer at the time of the issue of the New Shares and any
Option Shares will be sufficient to allow for the issue; |
| 5.9. | the
New Shares and any Option Shares will be, (i) issued in the form and manner prescribed
by the articles of association of the Issuer in force and effect at the time of issue, and
(ii) accepted by the subscribers for them in accordance with all applicable laws (including,
for the avoidance of doubt, Dutch Law); and |
| 5.10. | the
nominal amount of the New Shares and any Option Shares and any agreed share premium thereon
will be, validly paid. |
Based
upon the foregoing and subject to any factual matters and documents not disclosed to us in the course of our investigation, and subject
to paragraph 7 hereafter, we express the following opinions:
| 6.1. | The
Issuer has been duly incorporated as a besloten vennootschap met beperkte aansprakelijkheid
and is validly existing as a naamloze vennootschap. |
| 6.2. | The
New Shares and any Option Shares, when issued, will have been validly issued, will be fully
paid and will be non-assessable.1 |
| 7.1. | This
opinion letter is furnished to you in order to be filed in connection with the Offering and
as an exhibit to a form 8-K which will be filed on or about the same time as the Prospectus
Supplement and may only be relied upon by you for such purpose. We consent to the filing
of this opinion letter as Exhibit 5.1 on form 8-K in connection with the Offering and
further consent to the reference to our firm in the Prospectus Supplement under the caption
“Legal Matters”. In giving such consent, we do not admit that we come within
the category of persons whose consent is required under section 7 of the U.S. Securities
Act or the rules and regulations promulgated thereunder. |
| 1 | The term “non-assessable” has no equivalent in
Dutch and as used in this opinion letter means that a holder of a share will not, by reason
of merely being such a holder, be subject to assessments or calls by the Issuer or its creditors
for further payment (in addition to the amount required for the share to be fully paid) on
such share. |
Dutch legal opinion – uniQure N.V.
Page 4
| 7.2. | This
opinion letter may only be relied upon by you on the condition, and by accepting this opinion
letter you agree with us, that (i) this opinion letter including the agreement in this
paragraph 7.2 and any issues of interpretation or liability arising hereunder will be governed
by Dutch Law and be brought before a court in the Netherlands exclusively, (ii) no person
other than Rutgers & Posch N.V. will have any liability pursuant to or in connection
with this opinion letter and any potential claim towards such person, on any basis whatsoever,
is expressly waived, and (iii) any possible liability of Rutgers & Posch N.V.
is limited to the amount available and payable under Rutgers & Posch N.V.’s
liability insurance coverage. |
| Yours
faithfully, |
|
| |
|
/s/
Rutgers & Posch N.V.
|
|
| Rutgers & Posch N.V. |
|
Dutch legal opinion – uniQure N.V.
Page 5
Annex 1
Definitions
Articles of
Association means the articles of association (statuten) of the Issuer, dated 22 June 2021, as deposited with the Chamber
of Commerce;
Chamber of Commerce
means the Dutch Chamber of Commerce;
Company Certificate
means the certificate, dated 8 January 2025, attached as Annex 2 (Company Certificate) hereto;
Deed of Conversion
means the deed of conversion and amendment of the articles of association of the Company, dated 10 February 2014, as deposited
with the Chamber of Commerce;
Deed of Incorporation
means the deed of incorporation of the Issuer, dated 9 January 2012, as deposited with the Chamber of Commerce;
Dutch Law
means the laws of the Kingdom of the Netherlands excluding Aruba, Bonaire, Curacao, Saba, Sint Eustatius and Sint Maarten (the Netherlands)
as they currently stand and are applied by the courts of the Netherlands;
Extract
means an extract from the trade register of the Chamber of Commerce relating to the Issuer, dated 8 January 2025;
Insolvency
means a suspension of payments (surseance van betaling), a bankruptcy (faillissement) or any equivalent or analogous regime
under the laws of any foreign country;
Issuer means
uniQure N.V., a public limited liability company (naamloze vennootschap) incorporated under Dutch Law, having its corporate seat in Amsterdam,
the Netherlands, and registered with the trade register of the Chamber of Commerce under number 54385229;
New Shares
means the 4,411,764 ordinary shares in the share capital of the Issuer with a nominal value of EUR 0.05 each, to be issued in accordance
with the terms of the Underwriting Agreement pursuant to the Prospectus Supplement and the accompanying base prospectus that form a part
of the Registration Statement;
Offering
means the offering of the New Shares and Option Shares pursuant to the Prospectus Supplement;
Option Shares
means the up to 661,764 ordinary shares in the share capital of the Issuer with a nominal value of EUR 0.05 each, to be issued in
accordance with the terms of the Underwriting Agreement pursuant to the Prospectus Supplement and the accompanying base prospectus that
form a part of the Registration Statement to cover the option to purchase additional ordinary shares in the share capital of the Issuer
with a nominal value of EUR 0.05 each;
Dutch legal opinion
– uniQure N.V.
Page 6
Registration
Statement means the automatic shelf registration statement of the Issuer on form S-3 filed with the SEC on 7 January 2025 (File
No. 333-284168);
SEC means
the U.S. Securities and Exchange Commission;
Shareholders’
Register means the shareholders’ register of the Issuer as at 6 January 2025 as well as the shareholders’ register
of the Issuer held by Computershare Trust Company, N.A. as at close of business on 6 January 2025;
Underwriting
Agreement means the underwriting agreement dated on 7 January 2025 between the Issuer and Leerink Partners LLC, as representative
of the several underwriters named therein; and
U.S. Securities
Act means the U.S. Securities Act of 1933, as amended.
Dutch legal opinion – uniQure N.V.
Page 7
Annex 2
Company
Certificate
From: the executive
director of uniQure N.V.
Dated: 8 January 2025
The undersigned:
Matthew Kapusta,
acting in his capacity as executive director of uniQure N.V., a public limited liability company (naamloze vennootschap) incorporated
under Dutch law, having its corporate seat in Amsterdam, the Netherlands, and registered with the trade register of the Dutch Chamber
of Commerce under number 54385229 (the Issuer).
Background:
| A. | In
connection with the Offering, as at the date of this Company Certificate, Rutgers &
Posch N.V. intends to issue a legal opinion in the form attached to this certificate (the
Legal Opinion); |
| B. | This
Company Certificate is the “Company Certificate” as defined in the Legal Opinion. |
| C. | The
undersigned makes the certifications in this Company Certificate after due and careful consideration
and after having made all necessary enquiries. |
| 1.1 | Terms
defined in the Legal Opinion have the same meaning in this Company Certificate. |
| 1.2 | In
this Company Certificate “including” means “including without limitation”. |
The
undersigned certifies the following:
On
the date of this Company Certificate:
| (a) | the
Extract accurately and completely reflects the matters purported to be evidenced thereby,
except that the Extract does not reflect the up-to-date share capital of the Issuer; and |
| (b) | all
information in the Shareholders’ Register is accurate and complete. |
Dutch legal opinion – uniQure N.V.
Page 8
The Issuer
is not subject to any Insolvency, dissolution, liquidation, statutory merger or demerger and its assets are not under administration.
The
undersigned is not aware of:
| (a) | any
claim (whether actual or threatened and including any claim, litigation, arbitration or administrative
or regulatory proceedings) to the contrary of the certifications in this Company Certificate;
or |
| (b) | any
fact or circumstance which he understands or suspects has or might have any impact on the
correctness of the Legal Opinion and which has not been disclosed to Rutgers & Posch
N.V. in writing. |
Rutgers &
Posch N.V. may rely on this Company Certificate (without personal liability for the undersigned).
In evidence
whereof this Company Certificate was signed in the manner set out below.
| /s/
Matthew Kapusta |
|
| Matthew
Kapusta |
|
Exhibit 99.1
uniQure Announces
Pricing of its Public Offering
Lexington, MA and Amsterdam, the Netherlands,
January 8, 2025 — uniQure N.V. (Nasdaq: QURE), a leading gene therapy company advancing transformative therapies for patients
with severe medical needs, today announced the pricing of its underwritten public offering of 4,411,764 of its ordinary shares at a public
offering price of $17.00 per share. The aggregate gross proceeds to uniQure from the offering, before deducting the underwriting discounts
and commissions and offering expenses payable by uniQure, are expected to be approximately $75 million. All securities to be sold in the
offering are being sold by uniQure. In addition, uniQure has granted to the underwriters a 30-day option to purchase up to 661,764 additional
ordinary shares at the public offering price, less underwriting discounts and commissions. The offering is expected to close on or about
January 10, 2025, subject to the satisfaction of customary closing conditions.
Leerink Partners, Stifel and Guggenheim Securities
are acting as the bookrunning managers for the offering. Chardan and H.C. Wainwright & Co. are acting as the lead managers for
the offering.
The securities described above are being offered
by uniQure pursuant to its automatically effective shelf registration statement on Form S-3 (File No. 333-284168) filed with
the U.S. Securities Exchange Commission (the “SEC”) on January 7, 2025. A preliminary prospectus supplement and accompanying
prospectus relating to the offering was filed with the SEC and a final prospectus supplement and the accompanying prospectus relating
to this offering will be filed with the SEC. When available, copies of the final prospectus supplement and the accompanying prospectus
relating to the offering may be obtained from Leerink Partners LLC, Attention: Syndicate Department, 53 State Street, 40th Floor, Boston,
Massachusetts 02109, by telephone at + 1 (800) 808-7525, ext. 6105, or by email at syndicate@leerink.com, Stifel, Nicolaus &
Company, Incorporated, Attention: Prospectus Department, One Montgomery Street, Suite 3700, San Francisco, CA 94104, by telephone
at (415) 364-2720 or by email at syndprospectus@stifel.com or Guggenheim Securities, LLC, Attention: Equity Syndicate Department, 330
Madison Avenue, 8th Floor, New York, New York 10017, by telephone at (212) 518-9544 or by email at GSEquityProspectusDelivery@guggenheimpartners.com.
This press release shall not constitute an offer
to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or other
jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities
laws of any such state or other jurisdiction. Any offer, if at all, will be made only by means of the prospectus supplement and accompanying
prospectus forming a part of the effective registration statement.
About uniQure
uniQure is delivering on the promise of gene therapy
– single treatments with potentially curative results. The approvals of uniQure’s gene therapy for hemophilia B – a
historic achievement based on more than a decade of research and clinical development – represent a major milestone in the field
of genomic medicine and ushers in a new treatment approach for patients living with hemophilia. uniQure is now advancing a pipeline of
proprietary gene therapies for the treatment of patients with Huntington's disease, refractory temporal lobe epilepsy, ALS, Fabry disease,
and other severe diseases.
Cautionary Note Regarding Forward-Looking Statements
This press release contains certain "forward-looking
statements" within the meaning of the "safe harbor" provisions of the United States Private Securities Litigation Reform
Act of 1995, including, without limitation, statements regarding our expectations of market conditions, the satisfaction of customary
closing conditions and the timing of the public offering, the grant to the underwriters of an option to purchase additional securities,
the gross proceeds we expect to receive and other statements identified by words such as "estimate," "plan," "project,"
"forecast," "intend," "will," "shall," "expect," "anticipate," "believe,"
"seek," "target," "continue," "could," "may," "might," "possible,"
"potential," "predict" and similar words or expressions.
Forward-looking statements are based on management's
beliefs and assumptions and on information available to management only as of the date of this press release. Actual results may differ
materially from those indicated by such forward-looking statements as a result of various important factors, including: the uncertainties
related to market conditions and the completion of the public offering on the anticipated terms, or at all, continued interest in our
rare disease and gene therapy portfolio, the ability to develop our product candidates and technologies, regulatory developments, the
impact of changes in the financial markets and global economic conditions, and other factors described under the heading "Risk
Factors" in uniQure’s periodic securities filings with the SEC, including our Annual Report on Form 10-K filed February 28,
2024, our Quarterly Report on Form 10-Q filed November 5, 2024, the preliminary prospectus supplement filed January 7,
2025 and the accompanying prospectus, and other filings that uniQure makes with the SEC from time to time. Given these risks, uncertainties,
and other factors, you should not place undue reliance on these forward-looking statements, and uniQure assumes no obligation to update
these forward-looking statements, even if new information becomes available in the future.
uniQure Contacts
| For Investors: |
For Media: |
| |
|
| Chiara Russo |
Tom Malone |
| Direct: 617-306-9137 |
Direct: 339-970-7758 |
| Mobile: 617-306-9137 |
Mobile: 339-223-8541 |
| c.russo@uniQure.com |
t.malone@uniQure.com |
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