uniQure N.V. 4,500,000 Ordinary Shares (Nominal Value € 0.05 Per Share) UNDERWRITING AGREEMENTUnderwriting Agreement • May 3rd, 2018 • uniQure N.V. • Pharmaceutical preparations • New York
uniQure N.V., a Dutch public company with limited liability (the “Company”), proposes to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of 4,500,000 ordinary shares, nominal value €0.05 per share (the “Ordinary Shares”). The 4,500,000 Ordinary Shares to be sold by the Company are called the “Firm Shares.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 675,000 Ordinary Shares as provided in Section 2. The additional 675,000 Ordinary Shares to be sold pursuant to such option are called the “Optional Shares.” The Firm Shares and, if and to the extent such option is exercised, the Optional Shares are collectively called the “Offered Shares.” Leerink Partners LLC (“Leerink”) has agreed to act as representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering and sale of the Offered Shares. To the extent there are no additional underwriters
uniQure N.V. 4,891,305 Ordinary Shares (Nominal Value € 0.05 Per Share) Underwriting AgreementUnderwriting Agreement • September 6th, 2019 • uniQure N.V. • Pharmaceutical preparations • New York
uniQure N.V., a Dutch public company with limited liability (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 4,891,305 ordinary shares (the “Firm Securities”) and, at the election of the Underwriters, up to 733,695 additional ordinary shares (the “Optional Securities”), nominal value €0.05 per share (“Ordinary Shares”), of the Company (the Firm Securities and the Optional Securities that the Underwriters elect to purchase pursuant to Section 2 hereof being collectively called the “Securities”).
uniQure N.V. Up to $200,000,000 of Ordinary Shares (nominal value €0.05 per share) SALES AGREEMENTSales Agreement • March 2nd, 2021 • uniQure N.V. • Pharmaceutical preparations • New York
uniQure N.V., a Dutch public company with limited liability (naamloze vennootschap) (the “Company”), confirms its agreement (this “Agreement”) with SVB Leerink LLC (“ SVB Leerink”), as follows:
EXCLUSIVE LICENSE AGREEMENTExclusive License Agreement • May 9th, 2017 • uniQure N.V. • Pharmaceutical preparations • New York
THIS Exclusive License Agreement (“Agreement”), effective as of 07 July 2008 (“Effective Date”), is entered into by and between St. Jude Children’s Research Hospital, Inc., a Tennessee not-for-profit corporation located at 262 Danny Thomas Place, Memphis, Tennessee 38105 (“ST. JUDE”) and Amsterdam Molecular Therapeutics B.V., a closed limited liability company organized and existing under the laws of the Netherlands, with registered offices at Meibergdreef 61, 1105 BA Amsterdam, the Netherlands, (each a “Party” and together the “Parties”).
Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Double asterisks denote omissions. NON-EXCLUSIVE LICENSE AGREEMENTNon-Exclusive License Agreement • January 31st, 2014 • uniQure B.V. • Pharmaceutical preparations • New York
This License Agreement (the “Agreement”), effective as of September 3, 2010 (the “Effective Date”), is by and between Asklêpios Biopharmaceutical, Inc., an entity organized and existing under the laws of the State of North Carolina, with its registered office located at 45 N. Chatham Parkway, Chapel Hill, NC 27517 (the “AskBio”), and Amsterdam Molecular Therapeutics (AMI) B.V., with offices located at Meibergdreef 61, 1100 DA Amsterdam, The Netherlands (“AMT”). AMT and AskBio may be hereinafter referred to individually as “Party” and jointly as “Parties”.
Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Double asterisks denote omissions. License Agreement- Non- Exclusive (expresSF+® cells)License Agreement • January 31st, 2014 • uniQure B.V. • Pharmaceutical preparations • Connecticut
This License Agreement (the “Agreement”) is entered into and made effective the 22nd day of March, 2007, (the “Effective Date”) between PROTEIN SCIENCES CORPORATION, whose principal place of business is at 1000 Research Parkway, Meriden, CT 06512 USA (hereinafter referred to as “LICENSOR”) and AMSTERDAM MOLECULAR THERAPEUTICS whose principal place of business is at Meibergdreef 61, P.O. Box 22506, 1100 DA Amsterdam, The Netherlands, (hereinafter referred to as “LICENSEE”).
Restricted Share Unit AgreementRestricted Share Unit Agreement • March 14th, 2018 • uniQure N.V. • Pharmaceutical preparations
This Restricted Share Unit Grant Agreement (this “Agreement”) is made as of the Grant Date between uniQure N.V., a public limited company incorporated under the laws of the Netherlands (the “Company”) and the Participant.
113 HARTWELL AVENUE LEXINGTON, MASSACHUSETTS LEASE SUMMARY SHEETLease Agreement • January 2nd, 2014 • uniQure B.V. • Pharmaceutical preparations • Massachusetts
THIS INDENTURE OF LEASE (this “Lease”) is hereby made and entered into on the Execution Date by and between Landlord and Tenant.
Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Double asterisks denote omissions. LICENSE AGREEMENT BETWEEN SALK INSTITUTE FOR BIOLOGICAL STUDIES AND AMSTERDAM MOLECULAR THERAPEUTICS BV RNA EXPORT...License Agreement • January 31st, 2014 • uniQure B.V. • Pharmaceutical preparations • California
Effective as of February 8, 2008 (“Effective Date”), THE SALK INSTITUTE FOR BIOLOGICAL STUDIES, a nonprofit public benefit corporation organized and existing under the laws of the State of California, U.S.A. (“Salk”), and Amsterdam Molecular Therapeutics BV, a corporation organized and existing under the laws of The Netherlands (“Licensee”), agree as follows:
EMPLOYMENT AGREEMENTEmployment Agreement • March 2nd, 2020 • uniQure N.V. • Pharmaceutical preparations • Massachusetts
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of March 1, 2020 (the “Effective Date”), by and between uniQure, Inc., 113 Hartwell Avenue, Lexington, MA 02421 (together with any and all of its affiliates, the “Company”) and Dr. Robert Gut (the “Executive”).
First Amended Employment Agreement dated 1 April 2022 (the Effective Date) by and betweenEmployment Agreement • February 28th, 2024 • uniQure N.V. • Pharmaceutical preparations
Corlieve Therapeutics AG, (the Company) Switzerland Innovation Park Basel Area AG Gewerbestrasse 24 4123 Allschwil, Switzerland
ACCESSION AGREEMENT CLASS B SHAREHOLDERS AGREEMENTAccession Agreement • January 2nd, 2014 • uniQure B.V. • Pharmaceutical preparations
Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Double asterisks denote omissions. DATED 16 JUNE 2006 ACADEMISCH MEDISCH CENTRUM - and - BEHEERSMAATSCHAPPIJ DIENSTVERLENING EN DEELNEMING AZUA B.V. - and...Confidentiality Agreement • January 2nd, 2014 • uniQure B.V. • Pharmaceutical preparations
Business Acquisition Agreement between Amsterdam Molecular Therapeutics (AMT) Holding N.V. as the Seller uniQure B.V. as the Purchaser Forbion Co-Investment II Coöperatief U.A. Coöperatieve AAC LS U.A. And FORBION Co-Investment COÖPERATIEF U.A. as the...Business Acquisition Agreement • January 2nd, 2014 • uniQure B.V. • Pharmaceutical preparations
[(1) Amsterdam Molecular Therapeutics (AMT) Holding N.V. a public company (naamloze vennootschap), incorporated under the laws of the Netherlands with its registered office (zetel) in Amsterdam, and its business address at Meibergdreff 61,105 BA, Amsterdam Zuidoost and registered with the Dutch Commercial Register (Handelsregister) of Amsterdam under number 33301321 (“Company”); and
Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Double asterisks denote omissions. LICENSE AGREEMENTLicense Agreement • January 2nd, 2014 • uniQure B.V. • Pharmaceutical preparations • Pennsylvania
THIS AGREEMENT (the “Agreement”) is made and is effective December 5, 2006, (the “Effective Date”) by and between Targeted Genetics Corporation, a corporation having a principal place of business at 1100 Olive Way, Suite 100, Seattle, Washington 98101 (“TGC”), and Amsterdam Molecular Therapeutics B.V. (“AMT”), a corporation having a principal place of business at Meibergdreef 61, 1100 DA Amsterdam, The Netherlands.
OPTION AGREEMENTOption Agreement • January 17th, 2014 • uniQure B.V. • Pharmaceutical preparations
Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Double asterisks denote omissions.License Agreement • January 2nd, 2014 • uniQure B.V. • Pharmaceutical preparations
WHEREAS AVENTIS is the owner of the certain patents relating to the preparation and use of recombinant viruses in gene therapy.
Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Double asterisks denote omissions. LICENSE AGREEMENT PreambleLicense Agreement • January 2nd, 2014 • uniQure B.V. • Pharmaceutical preparations • New York
This License Agreement (this “Agreement”) effective as of November 30, 2010 (the “Effective Date”), is made by and between Amsterdam Molecular Therapeutics (AMT) B.V., a closed limited liability company with registered offices at Meibergdreef 61, 1100 DA Amsterdam, the Netherlands (“AMT’), and Amgen Inc., a Delaware corporation whose address is One Amgen Center Drive, Thousand Oaks, CA 91320-1799, USA (“Amgen”). AMT and Amgen are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.
COLLABORATION AND LICENSE AGREEMENT BY AND BETWEEN 4D MOLECULAR THERAPEUTICS, INC AND UNIQURE BIOPHARMA B.V. August 6, 2019 COLLABORATION AND LICENSE AGREEMENTCollaboration and License Agreement • October 28th, 2019 • uniQure N.V. • Pharmaceutical preparations • New York
This Collaboration and License Agreement (this “Agreement” or “New CLA”) is entered into and made effective on August 6, 2019 (the “New CLA Effective Date”), by and between 4D Molecular Therapeutics, Inc., a corporation organized and existing under the laws of the State of Delaware and having a principal office located at 5858 Horton St, Emerystation North, Suite 460, Emeryville, CA 94608 (“4DMT”), and uniQure biopharma B.V., a corporation organized and existing under the laws of The Netherlands and having a principal office located at Paasheuvelweg 25a, 1105 BP Amsterdam, The Netherlands (“uniQure”).
DATED 19 APRIL 2012 Coöperatieve AAC LS U.A. Forbion Co-Investment Coöperatief U.A. Forbion Co-Investment II Coöperatief U.A. Coöperatieve Gilde Healthcare II U.A. and Stichting Administratiekantoor uniQure B.V. and uniQure B.V.Class B Shareholders Agreement • January 2nd, 2014 • uniQure B.V. • Pharmaceutical preparations
The parties to this Agreement are hereinafter collectively referred to as the “Parties” and individually as a “Party”. Further details of the Parties are set out in SCHEDULE A (Parties). The Existing Investor I and the Existing Investor II are herinafter jointly referred to as the “Existing Investors”. The New Investor I and the New Investor II are hereinafter jointly referred to as the “New Investors”. The Existing Investors and the New Investors, together with any other holder from time to time of Ordinary Shares Class A in the capital of the Company, are hereinafter collectively referred to as the “Investors” and individually as an “Investor”.
DATED 16 February 2012 Amsterdam Molecular Therapeutics (AMT) B.V. and Amsterdam Molecular Therapeutics (AMT) IP B.V. as the Purchasers Amsterdam Molecular Therapeutics (AMT) Holding N.V. as the SellerAgreement for Transfer of Certain Assets and Liabilities • January 2nd, 2014 • uniQure B.V. • Pharmaceutical preparations
Amsterdam Molecular Therapeutics (AMT) B.V., a company incorporated under the laws of the Netherlands with its corporate seat in Amsterdam, the Netherlands, registered with the trade register of the Chamber of Commerce with number 34275365;
UNIQURE LOAN AND SECURITY AGREEMENTLoan and Security Agreement • January 2nd, 2014 • uniQure B.V. • Pharmaceutical preparations
THIS LOAN AND SECURITY AGREEMENT is made and dated as of June 13, 2013 and is entered into by and among (i) UNIQURE BIOPHARMA B.V., a private limited liability company incorporated and existing under the laws of the Netherlands, having its corporate seat at Amsterdam, the Netherlands and registered at the trade register of the Chamber of Commerce for Amsterdam under number 34275365 (“uniQure”), (ii) UNIQURE IP B.V., a private limited liability company incorporated and existing under the laws of the Netherlands, having its corporate seat at Amsterdam, the Netherlands and registered at the trade register of the Chamber of Commerce for Amsterdam under number 34275369 (“uniQure IP”), (iii) each of the subsidiaries of uniQure identified on the Schedule 1 hereto and the signature pages hereof (uniQure, uniQure IP and such subsidiaries are hereinafter collectively referred to as “Borrower”), (iv) UNIQURE B.V., a private limited liability company incorporated and existing under the laws of the
ACCESSION AGREEMENT CLASS A SHAREHOLDERS AGREEMENTAccession Agreement • January 2nd, 2014 • uniQure B.V. • Pharmaceutical preparations
WARRANT AGREEMENT To subscribe for Warrant Shares in the share capital of UNIQURE B.V. Dated as of September 20, 2013 (the “Effective Date”)Warrant Agreement • January 2nd, 2014 • uniQure B.V. • Pharmaceutical preparations
WHEREAS, uniQure Biopharma B.V., a limited liability company organized under the laws of The Netherlands, has entered into a Loan and Security Agreement on or about 11 June 2013 (the “Loan Agreement”) with Hercules Technology Growth Capital, Inc., a corporation organized under the laws of the State of Maryland, USA (the “Warrantholder”);
Execution version Subscription Agreement between Chiesi Farmaceutici S.p.A., as the Investor and uniQure B.V., as the Company SUBSCRIPTION AGREEMENT THIS SUBSCRIPTION AGREEMENT is made on 29 April 2013 BETWEEN: 1 Chiesi Farmaceutici S.p.A., a company...Subscription Agreement • January 2nd, 2014 • uniQure B.V. • Pharmaceutical preparations
uniQure N.V. Up to $150,000,000 of Ordinary Shares (nominal value €0.05 per share) SALES AGREEMENTSales Agreement • March 2nd, 2020 • uniQure N.V. • Pharmaceutical preparations • New York
uniQure N.V., a Dutch public company with limited liability (naamloze vennootschap) (the “Company”), confirms its agreement (this “Agreement”) with SVB Leerink LLC (“Leerink”), as follows:
EMPLOYMENT AGREEMENTEmployment Agreement • February 28th, 2019 • uniQure N.V. • Pharmaceutical preparations • Massachusetts
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of August 20, 2018 (the “Effective Date”), by and between uniQure, Inc., 113 Hartwell Avenue, Lexington, MA 02421 (the “Company”) and Dr. Robert Gut (the “Executive”), __________.
DATED 19 APRIL 2012 Coöperatieve AAC LS U.A. Forbion Co-Investment Coöperatief U.A. Forbion Co-Investment II Coöperatief U.A. Coöperatieve Gilde Healthcare II U.A. and uniQure B.V.Shareholder Agreements • January 2nd, 2014 • uniQure B.V. • Pharmaceutical preparations
The parties to this Agreement are hereinafter collectively referred to as the “Parties” and individually as a “Party”. Further details of the Parties are set out in SCHEDULE A (Parties). The Existing Investor I and the Existing Investor II are hereinafter jointly referred to as the “Existing Investors”. The New Investor I and the New Investor II are hereinafter jointly referred to as the “New Investors”. The Existing Investors and the New Investors, together with any other holder from time to time of Ordinary Shares Class A in the capital of the Company, are hereinafter collectively referred to as the “Investors” and individually as an “Investor”.
SEVENTH COLLABORATION WARRANT AGREEMENT UNIQURE N.V.Warrant Agreement • April 7th, 2015 • uniQure N.V. • Pharmaceutical preparations • New York
THIS SEVENTH COLLABORATION WARRANT AGREEMENT (the “Warrant”), dated as of April 6, 2015, certifies that, for value received, Bristol-Myers Squibb Company, a Delaware corporation (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, to subscribe for and acquire from uniQure N.V., a public company with limited liability (naamloze vennootschap) incorporated under the laws of the Netherlands (the “Company”), the Warrant Shares, at any time beginning on the Initial Exercise Date and ending at the close of business on the Final Exercise Date, unless this Warrant has previously terminated pursuant to Section 5 hereof. The purchase price per Ordinary Share under this Warrant shall be equal to the Exercise Price.
EMPLOYMENT AGREEMENTEmployment Agreement • February 28th, 2024 • uniQure N.V. • Pharmaceutical preparations • Massachusetts
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of May 22, 2023 (the “Effective Date”), by and between uniQure, Inc., 113 Hartwell Avenue, Lexington, MA 02421 (the “Company”) and Jeannette Potts, Ph.D., J.D., an individual residing at [***] (the “Executive”).
uniQure N.V. Share Option AgreementShare Option Agreement • December 14th, 2017 • uniQure N.V. • Pharmaceutical preparations
DATED 5 APRIL 2012 Amsterdam Molecular Therapeutics (AMT) B.V. and Amsterdam Molecular Therapeutics (AMT) IP B.V. as the Transferees and Amsterdam Molecular Therapeutics (AMT) Holding N.V. as the TransferorDeed of Assignment • January 2nd, 2014 • uniQure B.V. • Pharmaceutical preparations
(Amsterdam Molecular Therapeutics (AMT) B.V. and Amsterdam Molecular Therapeutics (AMT) IP B.V. collectively also the “Transferees” and each individually a “Transferee”), and
Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Double asterisks denote omissions. COMMERCIALIZATION AGREEMENTCommercialization Agreement • January 2nd, 2014 • uniQure B.V. • Pharmaceutical preparations • England
This Commercialization Agreement (this “Agreement”) is entered into as of 29 April 2013 (the “Effective Date”), by and between uniQure Biopharma B.V., formerly known as Amsterdam Molecular Therapeutics (AMT) B.V., a Dutch corporation, with its offices at Meibergdreef 61, 1105 BA Amsterdam, The Netherlands (“uniQure”), and Chiesi Farmaceutici S.p.A., an Italian corporation, with its offices at Via Palermo, 26/A, 43122 Parma, Italy (“Chiesi”). uniQure and Chiesi are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.
Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Double asterisks denote omissions. DATA LICENSE AGREEMENT between THE REGENTS OF THE UNIVERSITY OF CALIFORNIA and uniQure biopharma B.V. for AAV2.GDNF DataData License Agreement • January 2nd, 2014 • uniQure B.V. • Pharmaceutical preparations • California
This license agreement (“Agreement”) is made effective this 12th day of June, 2012 (“Effective Date”), by and between The Regents of the University of California, a California corporation, having its statewide administrative offices at 1111 Franklin Street, 12th Floor, Oakland, California 94607-5200 (“The Regents”), acting through its Office of Technology Management, University of California, San Francisco, 185 Berry Street Suite 4603, San Francisco, California, 94107 (“UCSF”) and uniQure biopharma B.V. (uniQure) a Netherlands corporation, having a principal place of business at Meibergdreef 61, 1105 BA Amsterdam, the Netherlands (“Licensee”). The Regents and Licensee are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.
GRANT LETTERGrant Letter • January 2nd, 2014 • uniQure B.V. • Pharmaceutical preparations
