ProQR Therapeutics N.V. 18,000,000 Ordinary Shares UNDERWRITING AGREEMENT Dated: October 22, 2024 ProQR Therapeutics N.V. 18,000,000 Ordinary Shares UNDERWRITING AGREEMENTUnderwriting Agreement • October 25th, 2024 • ProQR Therapeutics N.V. • Pharmaceutical preparations • New York
PROQR THERAPEUTICS N.V. Ordinary Shares (nominal value €0.04 per share) Sales AgreementSales Agreement • September 30th, 2024 • ProQR Therapeutics N.V. • Pharmaceutical preparations • New York
ProQR Therapeutics N.V., a Dutch public company with limited liability (the “Company”), confirms its agreement (this “Agreement”) with Cantor Fitzgerald & Co. (the “Agent”), as follows:
UNDERWRITING AGREEMENT1Underwriting Agreement • September 16th, 2014 • ProQR Therapeutics B.V. • Pharmaceutical preparations • New York
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 30th, 2021 • ProQR Therapeutics N.V. • Pharmaceutical preparations
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of December 29, 2021 by and among ProQR Therapeutics N.V., a company incorporated in the Netherlands (the “Company”), the “Pontifax Lenders” and the “Kreos Warrant Holders” identified in Schedule A attached hereto. Capitalized terms used herein have the respective meanings ascribed thereto in the Loan Agreement (as defined below) unless otherwise defined herein.
INDEMNIFICATION AGREEMENTIndemnification Agreement • September 8th, 2014 • ProQR Therapeutics B.V. • Pharmaceutical preparations
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • December 30th, 2021 • ProQR Therapeutics N.V. • Pharmaceutical preparations • New York
THIS LOAN AND SECURITY AGREEMENT is made and dated as of July 14, 2020 and is entered into by and among ProQR Therapeutics N.V., a company incorporated in the Netherlands, ProQR Therapeutics Holding B.V., a company incorporated in the Netherlands and each of their Subsidiaries from time to time party hereto (collectively referred to as “Borrower” or “ProQR”), Pontifax Medison Finance (Israel) L.P., Pontifax Medison Finance (Cayman) L.P. (together, the “Pontifax Lenders”), Kreos Capital VI (UK) Limited, Kreos Capital 2020 Opportunity (UK) Limited (together, the “Kreos Lenders”) and the other financial institutions or entities from time to time parties to this Agreement as lenders (each a “Lender” and collectively, the “Lenders”) and Pontifax Medison Finance GP, L.P., in its capacity as administrative agent and collateral agent for itself and Lenders (in such capacity, “Agent”).
SHARE PURCHASE AGREEMENTShare Purchase Agreement • October 25th, 2024 • ProQR Therapeutics N.V. • Pharmaceutical preparations • New York
This Share Purchase Agreement (this “Agreement”) is entered into as of October 22, 2024 (the “Execution Date”), by and between ProQR Therapeutics N.V., a public company with limited liability (naamloze vennootschap) incorporated under the laws of The Netherlands (“ProQR”), and Eli Lilly and Company, a corporation organized and existing under the laws of Indiana, with its principal business office located at Lilly Corporate Center, Indianapolis, Indiana 46285, U.S.A. (“Lilly”). ProQR and Lilly are each hereafter referred to individually as a “Party” and together as the “Parties.” The capitalized terms used herein and not otherwise defined have the meanings given to them in Appendix 1 attached hereto or the Amended and Restated Collaboration Agreement.
ProQR Therapeutics N.V. 1,200,000 Ordinary Shares PLACEMENT AGENCY AGREEMENT Dated: June 28, 2017Placement Agency Agreement • June 30th, 2017 • ProQR Therapeutics N.V. • Pharmaceutical preparations • New York
ProQR Therapeutics N.V., a public company with limited liability (naamloze vennootschap) incorporated under the laws of the Netherlands (the “Company”), hereby appoints Leerink Partners LLC as its placement agent (the “Placement Agent”) in connection with the proposed sale to certain investors on the date hereof (the “Direct Offering”) of 1,200,000 ordinary shares, nominal value €0.04 per ordinary share, of the Company (“Ordinary Shares”). The aforesaid 1,200,000 Ordinary Shares to be placed by the Placement Agent are herein called, the “Securities.”
LICENSE AGREEMENT N° 09533C10 CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO...License Agreement • March 28th, 2019 • ProQR Therapeutics N.V. • Pharmaceutical preparations
This License Agreement (the “Agreement”) is made as of its last date of signature by all signatories (the “Effective Date”) by and between:
THE GENERAL HOSPITAL CORPORATION EXCLUSIVE PATENT LICENSE AGREEMENT MGH Agreement No: A212814 MGH Case No: 2562 CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED...Exclusive Patent License Agreement • September 16th, 2014 • ProQR Therapeutics B.V. • Pharmaceutical preparations • Massachusetts
This Exclusive Patent License Agreement (together with all accompanying Exhibits, collectively the “Agreement”) is made as of the 29th day of May, 2012 (“Effective Date”), by and between ProQR Therapeutics B.V., a private partnership organized and existing under the laws of The Netherlands, and having a principal place of business at Darwinweg 24, 2333CR Leiden, The Netherlands (“Company”) and The General Hospital Corporation, d/b/a Massachusetts General Hospital, a not-for-profit Massachusetts corporation, with a principal place of business at 55 Fruit Street, Boston, Massachusetts 02114 (“Hospital”), each referred to herein individually as a “Party” and collectively as the “Parties”.
AMENDED AND RESTATED RESEARCH AND COLLABORATION AGREEMENT by and among Eli Lilly and Company and ProQR Therapeutics N.V. and ProQR Therapeutics VIII B.V. AMENDED AND RESTATED RESEARCH AND COLLABORATION AGREEMENTResearch and Collaboration Agreement • December 23rd, 2022 • ProQR Therapeutics N.V. • Pharmaceutical preparations • New York
This Amended and Restated Research and Collaboration Agreement (“Agreement”) entered into as of December 21st, 2022 (the “A&R Effective Date”), by and among ProQR Therapeutics N.V., a company organized and existing under the laws of the Netherlands, having its principal place of business at Zernikedreef 9, 2333 CK Leiden, The Netherlands, and ProQR Therapeutics VIII B.V., a company organized and existing under the laws of the Netherlands, having its principal place of business at Zernikedreef 9, 2333 CK Leiden, the Netherlands, (such entities, collectively, “ProQR”), and Eli Lilly and Company, a corporation organized and existing under the laws of Indiana, with its principal business office located at Lilly Corporate Center, Indianapolis, Indiana 46285, U.S.A. (“Lilly”), amends, restates and supersedes in its entirety (except as expressly set forth herein), that certain Research and Collaboration Agreement, entered into as of September 3rd, 2021 (the “Effective Date”), by and among the
SECURITIES SUBSCRIPTION AGREEMENTSecurities Subscription Agreement • November 16th, 2017 • ProQR Therapeutics N.V. • Pharmaceutical preparations • New York
The undersigned (the “Investor”) hereby confirms and agrees with ProQR Therapeutics N.V., a public company with limited liability (naamloze vennootschap) incorporated under the laws of the Netherlands (the “Company”) as follows:
Lease Agreement between TNO and ProQR Therapeutics I B.V. Zernikedreef 9 Leiden Period: 1 January 2016 to 31 December 2020 inclusiveLease Agreement • March 31st, 2017 • ProQR Therapeutics N.V. • Pharmaceutical preparations
This model may only be referred to and utilised if the text that has been filled in, added or modified is clearly recognisable as such. Any additions and amendments should preferably be incorporated under the heading ‘Special Provisions’. The Council accepts no responsibility for adverse consequences arising from the use of the text of the model.
Amendment Number 4 To Exclusive Patent License Agreement MGH Agreement Number: A212814.04 MGH Case Number: 2562Exclusive Patent License Agreement • March 31st, 2017 • ProQR Therapeutics N.V. • Pharmaceutical preparations
This Amendment to the Exclusive Patent License Agreement (“Fourth Amendment”) is made as of September, 28, 2016 (“Fourth Amendment Effective Date”) by and between ProQR Therapeutics III B.V., a public company organized and existing under the laws of The Netherlands and having a place of business at Zernikedreef 9, 2333CK Leiden, The Netherlands (“Company”) and The General Hospital Corporation, d/b/a Massachusetts General Hospital, a not-for-profit Massachusetts corporation, with a principal place of business at 55 Fruit Street, Boston, Massachusetts 02114 (“Hospital”), each referred to herein individually as “Party’’ and collectively as “Parties.”
SUPPLY AND SERVICES AGREEMENTSupply and Services Agreement • March 31st, 2020 • ProQR Therapeutics N.V. • Pharmaceutical preparations
THIS SUPPLY AND SERVICES AGREEMENT is effective as of July 12th, 2019 (the “Effective Date”) and is made by and between ProQR Therapeutics IV B.V., having an office at Zernikedreef 9, 2333 CK Leiden, The Netherlands (“CUSTOMER”) and Nitto Denko Avecia Inc. (“AVECIA”), having an office at 125 Fortune Boulevard, Milford, MA 01757. CUSTOMER and AVECIA are sometimes referred to herein individually as a “Party” and collectively as “Parties”.
MANAGEMENT SERVICES AGREEMENTManagement Services Agreement • September 8th, 2014 • ProQR Therapeutics B.V. • Pharmaceutical preparations
SHARE PURCHASE AGREEMENT By and Between IONIS PHARMACEUTICALS, INC. AND PROQR THERAPEUTICS N.V. Dated as of October 26, 2018Share Purchase Agreement • March 28th, 2019 • ProQR Therapeutics N.V. • Pharmaceutical preparations • New York
THIS SHARE PURCHASE AGREEMENT (this “Agreement”), dated as of October 26, 2018 (the “Execution Date”), by and between Ionis Pharmaceuticals, Inc. (the “Investor”), a Delaware corporation, and ProQR Therapeutics N.V. (the “Company”), a public company with limited liability incorporated under the laws of the Netherlands.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 8th, 2014 • ProQR Therapeutics B.V. • Pharmaceutical preparations
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), is made as of the [ ] day of September, 2014, by and among ProQR Therapeutics B.V., a private company with limited liability, having its corporate seat in Utrecht (the “Company”), and each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an “Investor”, and each of the stockholders listed on Schedule B hereto, each of whom is referred to herein as a “Key Holder”.
THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • December 30th, 2021 • ProQR Therapeutics N.V. • Pharmaceutical preparations • New York
This THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT, dated as of December 29, 2021 (this “Amendment”), is entered into by and among ProQR Therapeutics N.V., a company incorporated in the Netherlands, ProQR Therapeutics Holding B.V., a company incorporated in the Netherlands and each of their Subsidiaries party hereto (collectively referred to as “Borrower”), each of the lenders party to the Loan and Security Agreement (as defined below) as of the date hereof (the “Lenders”) and Pontifax Medison Finance GP, L.P., as administrative agent and collateral agent for itself and the Lenders (in such capacity, including any successor thereto, the “Agent”).
LICENSE AND CLINICAL SUPPLY AGREEMENT by and between PARI PHARMA GMBH and ProQR THERAPEUTICS N.V. OCTOBER 8, 2014License and Clinical Supply Agreement • October 9th, 2014 • ProQR Therapeutics N.V. • Pharmaceutical preparations
THIS LICENSE AND CLINICAL SUPPLY AGREEMENT (“Agreement”) is effective as of October 8, 2014 (the “Effective Date”), and is by and between PARI PHARMA GMBH, a German corporation having its principal place of business at Moosstrasse 3, D-82319 Starnberg, Germany (“PARI”) and PROQR THERAPEUTICS N.V., a company organized under the laws of the Netherlands, having its corporate seat at Leiden and its offices at Darwinweg 24, 2333 CR Leiden, the Netherlands (“ProQR”). PARI and ProQR are individually a “Party” or collectively “Parties.”
MANAGEMENT SERVICES AGREEMENTManagement Services Agreement • September 8th, 2014 • ProQR Therapeutics B.V. • Pharmaceutical preparations
ASSET PURCHASE AGREEMENT among WINGS THERAPEUTICS, INC., PROQR THERAPEUTICS I B.V., PROQR THERAPEUTICS VII B.V., PROQR THERAPEUTICS HOLDING B.V. and PROQR THERAPEUTICS, N.V. Dated as of May 22, 2019 This document is intended solely to facilitate...Asset Purchase Agreement • March 31st, 2020 • ProQR Therapeutics N.V. • Pharmaceutical preparations • New York
This ASSET PURCHASE AGREEMENT, dated as of May 22, 2019, is among WINGS THERAPEUTICS, INC., a Delaware corporation (“Purchaser”), PROQR THERAPEUTICS I B.V., a company organized under the laws of The Netherlands (“ProQR I”), PROQR THERAPEUTICS VII B.V., a company organized under the laws of The Netherlands (“ProQR VII”), PROQR THERAPEUTICS HOLDING B.V., a company organized under the laws of The Netherlands and sole equity owner of ProQR I and PROQR VII (“Holding” and together with ProQR I and PROQR VII, each a “Seller” and together the “Sellers”), and, solely for purposes of Article VI, PROQR THERAPEUTICS N.V., a company organized under the laws of The Netherlands and sole equity owner of Holding (“Parent”). Capitalized terms used herein have the meanings ascribed to them in Section 7.07.
SUBLEASE OF OFFICE ACCOMMODATION (the “Agreement”) and other commercial accommodation within the meaning of Article 7:230a of the Dutch Civil CodeSublease Agreement • August 14th, 2014 • ProQR Therapeutics B.V. • Pharmaceutical preparations
This translation can only be used in combination with and as explanation to the Dutch text. In the event of a disagreement or dispute relating to the interpretation of the English text the Dutch text will be binding. These general conditions are subject to Dutch law.
LICENSE AGREEMENT between Ionis Pharmaceuticals, Inc. and ProQR Therapeutics IV B.V.License Agreement • March 28th, 2019 • ProQR Therapeutics N.V. • Pharmaceutical preparations • Delaware
CONFIDENTIAL TREATMENT REQUESTED. CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKED, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED.
SUBSCRIPTION AGREEMENTSubscription Agreement • March 31st, 2020 • ProQR Therapeutics N.V. • Pharmaceutical preparations
This SUBSCRIPTION AGREEMENT (this “Agreement”), dated as of May 22, 2019 (the “Effective Date”), is made by and between Wings Therapeutics, Inc., a Delaware corporation (the “Company”), and ProQR Therapeutics Holding B.V., a company organized under the laws of The Netherlands (“ProQR”).
Amended and Restated Asset Purchase AGREEMENT dated 7 DECEMBER 2023Asset Purchase Agreement • December 8th, 2023 • ProQR Therapeutics N.V. • Pharmaceutical preparations
The parties to this Agreement are hereinafter also collectively referred to as the Parties and each individually as a Party.
AGREEMENT CONCERNING SUBLEASESublease Agreement • August 14th, 2014 • ProQR Therapeutics B.V. • Pharmaceutical preparations
ProQR Therapeutics B.V. (PROQR) is a biotech startup with the need for business premises and laboratory facilities. PROQR wishes to sublease the business premises with access to laboratory facilities of MicroSafe Laboratories until 31 December 2013, with an option for 2014.
CALL OPTION AGREEMENT between ProQR Therapeutics N.V. as the Company and Stichting Continuity ProQR Therapeutics as the Foundation Dated September , 2014 relating to the granting of a call option to the Foundation for preferred shares in the share...Call Option Agreement • September 16th, 2014 • ProQR Therapeutics B.V. • Pharmaceutical preparations
JOINDER AND FIRST AMENDMENT TO LOAN AGREEMENT AND JOINDER TO REGISTRATION RIGHTS AGREEMENTLoan Agreement • August 6th, 2020 • ProQR Therapeutics N.V. • Pharmaceutical preparations • New York
JOINDER AND FIRST AMENDMENT TO LOAN AGREEMENT AND JOINDER TO REGISTRATION RIGHTS AGREEMENT, dated as of August 4, 2020 (as amended, amended and restated, supplemented, or otherwise modified from time to time, this “Agreement”), made by and among ProQR Therapeutics N.V., a company incorporated in the Netherlands (the “Company”), ProQR Therapeutics Holding B.V., a company incorporated in the Netherlands and each of their Subsidiaries from time to time party hereto (collectively, “Borrower”), Kreos Capital VI (UK) Limited, a company incorporated in England and Wales under registration number 11535385 whose registered office is at Amf Building, 25 Old Burlington Street, London W1S 3AN (the “Incremental Lender”), Kreos Capital VI (Expert Fund) L.P., a limited partnership incorporated under the laws of Jersey, having its registered office at 47 Esplanade, St Helier, JE1 0BD, Jersey, registered with the JFSC Companies Registry under identification number 2770 (the “Kreos Warrant Holder”) Pont
Lease Agreement between Leeds Investment I B.V. and ProQR Therapeutics I B.V. Zernikedreef 9 LeidenLease Agreement • March 31st, 2020 • ProQR Therapeutics N.V. • Pharmaceutical preparations
This model may only be referred to and utilised if the text that has been filled in, added or modified is clearly recognisable as such. Any additions and amendments should preferably be incorporated under the heading ‘Special Provisions’. ROZ accepts no responsibility for adverse consequences arising from the use of the text of the model.
ORDINARY SHARES PURCHASE WARRANT ProQR Therapeutics N.V.Ordinary Shares Purchase Warrant • December 30th, 2021 • ProQR Therapeutics N.V. • Pharmaceutical preparations
THIS ORDINARY SHARES PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [___] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time prior to the close of business on the fifth-year anniversary of [___] (such 5th anniversary, the “Termination Date”) but not thereafter, to subscribe for and purchase from ProQR Therapeutics N.V. (the “Company”), up to [___] ordinary shares (the “Warrant Shares”) under the exclusion of pre-emptive rights of the shareholders of the Company. The purchase price for each Warrant Share shall be equal to the Exercise Price as defined in Section 2(d).
SECOND AMENDMENT TO LOAN AGREEMENTLoan Agreement • March 24th, 2021 • ProQR Therapeutics N.V. • Pharmaceutical preparations
WHEREAS, reference is made to that certain Loan and Security Agreement, dated as of July 14, 2020 (as amended by that certain Joinder and First Amendment to Loan Agreement and Joinder to Registration Rights Agreement dated August 4, 2020, by and among Borrower, the Initial Lenders, the Incremental Lender and Agent, and as further amended, amended and restated, supplemented or otherwise modified from time to time, prior to the date hereof, the “Existing Loan Agreement”, and as amended hereby, the “Loan Agreement”), by and among Borrower, the Initial Lenders and the other financial institutions or entities from time to time parties to the Loan Agreement, as lenders and Agent; and
INVESTOR AGREEMENTInvestor Agreement • March 28th, 2019 • ProQR Therapeutics N.V. • Pharmaceutical preparations • New York
THIS INVESTOR AGREEMENT (this “Agreement”) is made as of October 26, 2018, by and between Ionis Pharmaceuticals, Inc. (the “Investor”), a Delaware corporation, and ProQR Therapeutics N.V. (the “Company”), a public company with limited liability incorporated under the laws of the Netherlands.
LICENSE AGREEMENT between Radboudumc as Licensor, and ProQR Therapeutics B.V. as Licensee regarding antisense oligonucleotide-based therapy for CEP290-associated LCA CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “***”. A...License Agreement • March 31st, 2017 • ProQR Therapeutics N.V. • Pharmaceutical preparations
PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT; *** DENOTES OMISSIONS
